FIRST AMENDMENT
TO
THE DISTRIBUTION AGREEMENT
This FIRST AMENDMENT ("Amendment") to that certain DISTRIBUTION AGREEMENT
("Agreement") dated 17th day of September 2002 by and between THE NOTTINGHAM
INVESTMENT TRUST II ("Trust"), a Massachusetts business trust, and CAPITAL
INVESTMENT GROUP, INC., a North Carolina corporation ("Distributor") on behalf
of THE XXXXX CAPITAL MANAGEMENT MID-CAP FUND is made and entered into this 20th
day of December, 2005.
WHEREAS, the Trust and the Distributor wish to make explicit the
confidentiality obligations that the parties have previously understood to be
required by the Agreement;
NOW THEREFORE, the Trust and the Distributor do mutually promise and agree
as follows:
1. The Distributor 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, the Distributor may divulge the Confidential Information (i) with
the prior written consent of the Trust; (ii) when the Distributor, 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, transfer agent, 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 the
Distributor; (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 the
Distributor 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/ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chairman
CAPITAL INVESTMENT GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
