Form of
Second Amendment
To
Dividend Disbursing and Transfer Agent Agreement
This Second Amendment to Dividend Disbursing and Transfer Agent Agreement
("Second 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 NC Shareholder Services, LLC, a North Carolina
limited liability company (the "Transfer Agent").
WHEREAS, pursuant to that certain Dividend Disbursing and Transfer Agent
Agreement ("Agreement") dated September 23, 1998, as amended on December 1,
2000, between the Trust and the Transfer Agent, the Trust retained the Transfer
Agent to provide certain dividend disbursing, transfer agent and shareholder
services to the Trust in the manner and on the terms set forth therein; and
WHEREAS, the Trust and the Transfer Agent wish to modify and amend 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 Second Amendment and intending to be legally bound, the Trust and the
Transfer Agent agree as follows:
1. Addition of New Series. The Agreement is hereby modified and amended
by adding the following new series of the Trust to Agreement:
"The ▇▇▇▇▇ 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 Second Amendment to be
duly signed as of the day and year first above written.
Trust:
THE NOTTINGHAM INVESTMENT TRUST II
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
Transfer Agent:
NC SHAREHOLDER SERVICES, LLC
By: ______________________________________
Name: ▇▇▇▇ ▇. Marriott, Jr.
___________________________________
Title: Managing Director
___________________________________