First Amendment To Amended and Restated Expense Limitation Agreement THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT ("Amendment") for the EARNEST PARTNERS FIXED INCOME TRUST ("Fund") is made and entered into this 12 day...

                                 First Amendment
                                       To
                Amended and Restated Expense Limitation Agreement


     THIS  FIRST  AMENDMENT  TO THE  AMENDED  AND  RESTATED  EXPENSE  LIMITATION
AGREEMENT  ("Amendment") for the XXXXXXX PARTNERS FIXED INCOME TRUST ("Fund") is
made and entered  into this 12 day of  December  2005,  by and  between  XXXXXXX
PARTNERS,  LLC  (the  "Advisor")  and THE  NOTTINGHAM  INVESTMENT  TRUST II (the
"Trust") on behalf of the XXXXXXX PARTNERS FIXED INCOME TRUST.

                                   WITNESSETH:

     WHEREAS,  the Advisor and the Trust wish to amend that certain  Amended and
Restated Expense Limitation Agreement  ("Agreement") dated July 21, 2005 between
XXXXXXX Partners Limited, LLC and the Trust;

     WHEREAS,  the XXXXXXX  Partners  Limited,  LLC has merged with and into the
Advisor;

     WHEREAS,  the  change  of  advisor  does not  result  in a change of actual
control or management  and does not  constitute  an  assignment  for purposes of
Section 15(a)(4) of the Investment Company Act of 1940, as amended; and

     WHEREAS,  the Trust and Advisor wish to amend the  Agreement to reflect the
change of advisor.

     NOW THEREFORE,  in consideration of the mutual covenants herein  contained,
the parties  hereto agree to amend and modify the Agreement  effective  December
__, 2005 as follows:

1.   All references made to XXXXXXX Partners Limited,  LLC shall now be replaced
     by reference to the Advisor.

2.   This First Amendment may be executed in one or more  counterparts,  each of
     which  when  so  executed  will  be  deemed  to be  an  original,  but  the
     counterparts will together constitute one and the same instrument.

3.   Except as expressly modified or amended by this First Amendment,  all other
     terms and  provisions  of the  Agreement  shall  remain  in full  force and
     effect.

4.   The Advisor  hereby accepts and  unconditionally  assumes the obligation to
     perform  and to  comply  with,  and to be bound by,  all of the  covenants,
     liabilities,  representations,  warranties and  contractual  obligations of
     XXXXXXX  Partners  Limited,  LLC under the  Agreement,  including,  without
     limitation, all such covenants,  liabilities,  representations,  warranties
     and contractual  obligations  that existed under the Agreement on or before
     the date  that  XXXXXXX  Partners  Limited,  LLC  merged  with and into the
     Advisor,  in the same  manner  and with the same force and effect as if the
     Advisor had signed and executed the  original  version of the  Agreement as
     the investment advisor to the Trust.



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
signed by their duly  authorized  officers  effective  as of the date  indicated
above.


THE NOTTINGHAM INVESTMENT
TRUST II


By: /s/ Xxxx X. Xxxxxxx
   _________________________________
        Xxxx X. Xxxxxxx.
        Chairman


XXXXXXX PARTNERS, LLC


By: /s/ Xxxx X. Xxxxx
   _________________________________
        Xxxx X. Xxxxx
        CEO and Partner





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