0000869351-10-000009 Sample Contracts

AMENDED & RESTATED EXPENSE LIMITATION AGREEMENT THE NOTTINGHAM INVESTMENT TRUST II
Expense Limitation Agreement • May 28th, 2010 • Nottingham Investment Trust Ii

THIS AMENDED & RESTATED EXPENSE LIMITATION AGREEMENT (“Expense Limitation Agreement”), is entered into effective as of March 25, 2010 by and between Brown Capital Management, Inc. (the “Advisor”) and The Nottingham Investment Trust II (the “Trust”), on behalf of each series of the Trust set forth in Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”), and is amending, restating, and combining in their entirety the Amended and Restated Expense Limitation Agreement (“Expense Limitation Agreement’) dated July 21, 2005, by and between the Advisor and the Trust and the Amended and Restated Expense Limitation Agreement dated September 17, 2002 by and between the Advisor and the Trust.

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AMENDED & RESTATED EXPENSE LIMITATION AGREEMENT THE NOTTINGHAM INVESTMENT TRUST II
Expense Limitation Agreement • May 28th, 2010 • Nottingham Investment Trust Ii

THIS AMENDED & RESTATED EXPENSE LIMITATION AGREEMENT (“Agreement” or “Expense Limitation Agreement”), is entered into effective as of March 25, 2010 by and between Earnest Partners, LLC (the “Advisor”) and The Nottingham Investment Trust II (the “Trust”), on behalf of each series of the Trust set forth in Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”), and is amending and restating in its entirety that certain Amended and Restated Expense Limitation Agreement (“Expense Limitation Agreement’) effective December 31, 1999 and amended September 17, 2002 by and between the Advisor and the Trust, on behalf of each Fund.

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