Form of
First Amendment
To
Amended and Restated Fund Accounting And Compliance Administration Agreement
This First Amendment to Amended and Restated Fund Accounting And Compliance
Administration Agreement ("First Amendment"), made, entered and effective this
___ day of September, 2002, by and between The Nottingham Investment Trust II, a
Massachusetts business trust (the "Trust"), and The Nottingham Management
Company, a North Carolina corporation (the "Administrator").
WHEREAS, pursuant to that certain Amended and Restated Fund Accounting and
Compliance Administration Agreement ("Agreement") dated March 19, 2001, between
the Trust and the Administrator, the Trust retained the Administrator to provide
certain administrative and compliance services to the Trust in the manner and on
the terms set forth therein; and
WHEREAS, the Trust and the Administrator wish to revise Schedule 1 to the
Agreement to add a new series of the Trust to the Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained
in this First Amendment and intending to be legally bound, the Trust and the
Administrator agree as follows:
1. Modification to Schedule 1. Schedule 1 to the Agreement is hereby
modified and amended by adding the following new series of the Trust
to Schedule 1:
"The Xxxxx Capital Management Mid-Cap Fund"
2. Other. Except as expressly modified or amended herein, all other terms
and provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
duly signed as of the day and year first above written.
Trust:
THE NOTTINGHAM INVESTMENT TRUST II
By: ___________________________________
Name: _________________________________
Title: ________________________________
Administrator:
THE NOTTINGHAM MANAGEMENT COMPANY
By: ___________________________________
Name: _________________________________
Title: ________________________________
