FIRST AMENDMENT TO THE FUND ACCOUNTING AND COMPLIANCE ADMINISTRATION AGREEMENT This First Amendment to the Fund Accounting and Compliance Administration Agreement (the "First Amendment") by and between the CM Advisers Family of Funds, a Delaware...

                             FIRST AMENDMENT TO THE
             FUND ACCOUNTING AND COMPLIANCE ADMINISTRATION AGREEMENT

This  First  Amendment  to the Fund  Accounting  and  Compliance  Administration
Agreement  (the "First  Amendment")  by and  between  the CM Advisers  Family of
Funds, a Delaware statutory trust (the "Trust"),  and The Nottingham  Management
Company  d/b/a  The  Nottingham  Company,  a  North  Carolina  corporation  (the
"Administrator"), is made and entered into this 17th day of February, 2006.

WHEREAS,  the parties have previously  entered into that certain Fund Accounting
and Compliance Administration Agreement dated May 7, 2003 (the "Agreement");

WHEREAS,  the Trust and the Administrator  wish to add a new series of the Trust
to the Agreement;

NOW, THEREFORE, the Trust and the Administrator do mutually promise and agree as
follows:

     1.   Modification  to Schedule  1.  Schedule 1 to the  Agreement  is hereby
          modified and amended by adding "CM Advisers Fixed Income Fund" and "CM
          Advisers Opportunity Fund," each a new series of the Trust.

     2.   Other. 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.

CM ADVISERS FAMILY OF FUNDS


By: /s/ Xxxxxx Van Den Xxxx
    ____________________________
Name:    Xxxxxx Van Den Xxxx
Title:   Trustee and President

THE NOTTINGHAM MANAGEMENT COMPANY
D/B/A THE NOTTINGHAM COMPANY


By: /s/ Xxxxxx X. Xxxxx, III
    ____________________________
Name:    Xxxxxx X. Xxxxx, III
Title:   Executive Vice President