WITNESSETH:

                             FIRST AMENDMENT TO THE
                          INVESTMENT ADVISORY AGREEMENT



     THIS  FIRST  AMENDMENT  TO  THE  INVESTMENT   ADVISORY   AGREEMENT  ("First
Amendment")  is made and  entered  into  this 12 day of  December  2005,  by and
between THE NOTTINGHAM  INVESTMENT TRUST II (the "Trust") and XXXXXXX  PARTNERS,
LLC (the "Advisor").

                                   WITNESSETH:

     WHEREAS,  the Trust and XXXXXXX  Partners  Limited,  LLC entered  into that
certain Investment Advisory Agreement (the "Agreement") dated May 25, 2000;

     WHEREAS,  under  the terms of the  Agreement  the  Trust  retained  XXXXXXX
Partners Limited, LLC to furnish investment advisory and administration services
to the series of the Trust ("Fund");

     WHEREAS,  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  hereinafter
contained  and other good and  valuable  consideration,  the receipt of which is
hereby acknowledged, the parties hereto agree 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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