THIRD AMENDMENT
TO
THE DIVIDEND DISBURSING AND TRANSFER AGENT AGREEMENT
This Third Amendment ("Amendment") to that certain Dividend Disbursing and
Transfer Agent Agreement ("Agreement") dated September 23, 1998, as amended on
December 1, 2000 and September 17, 2002, by and between THE NOTTINGHAM
INVESTMENT TRUST II ("Trust"), a Massachusetts business trust, and NORTH
CAROLINA SHAREHOLDER SERVICES, LLC ("NCSS"), a North Carolina limited liability
company, is made and entered into this 20th day of December 2005.
WHEREAS, the Trust and NCSS wish to make explicit the confidentiality
obligations that the parties have previously understood to be required by the
Agreement;
NOW THEREFORE, the Trust and NCSS do mutually promise and agree as follows:
1. NCSS agrees, on behalf of itself and its officers, directors, agents and
employees, to treat as confidential all records and other information
relating to the Trust and its prior, present, and future shareholders (the
"Confidential Information") and to not use or disclose the Confidential
Information for any purpose other than in performance of its
responsibilities and duties under the Agreement. Notwithstanding the
forgoing, NCSS may divulge the Confidential Information (i) with the prior
written consent of the Trust; (ii) when NCSS, in good faith, believes it
may be exposed to civil or criminal contempt proceedings for failure to
comply with court orders or when requested by duly constituted governmental
authorities or the National Association of Securities Dealers (NASD)
pursuant to their respective legal authority, upon prior written notice to
the Trust, unless prohibited by the court order or governmental authority;
(iii) to the Trust's investment adviser(s), administrator, distributor,
custodian, outside legal counsel or independent public accountants, in the
ordinary course of business, to the extent necessary for those service
providers to perform their respective services to the Trust; (iv) to the
Trust, when requested by the Trust, or (v) when requested by a shareholder,
but only with respect to Confidential Information that specifically relates
to such shareholder and the shareholder's account. For purposes of this
section, the following records and other information shall not be
considered Confidential Information: any record or other information
relating to the Trust and its prior, present, and future shareholders (a)
which is or becomes publicly available through no negligent or unauthorized
act or omission by NCSS; (b) which is disseminated by the Trust in a public
filing with the SEC or posted on the website of the Trust, the Fund, the
Fund's investment adviser, or any of the Fund's other service providers for
general public review; (c) which is lawfully obtained from third parties
who are not under an obligation of confidentiality to the Trust or its
prior, present, and future shareholders; or (d) previously known by NCSS
prior to the date of the Agreement.
2. Except as specifically set forth above, all other provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
THE NOTTINGHAM INVESTMENT TRUST II
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman
NORTH CAROLINA SHAREHOLDER SERVICES, LLC
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
