0001209286-11-000894 Sample Contracts

AGREEMENT AND DECLARATION OF TRUST
Trust Agreement • December 1st, 2011 • Brown Capital Management Mutual Funds

THIS AGREEMENT AND DECLARATION OF TRUST of Brown Capital Management Mutual Funds (“Trust”), effective as of July 13, 2011, is among Keith A. Lee (the “Initial Trustee”), as Trustee, and each person who becomes a Shareholder in accordance with the terms hereinafter set forth.

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EXPENSE LIMITATION AGREEMENT BROWN CAPITAL MANAGEMENT MUTUAL FUNDS
Expense Limitation Agreement • December 1st, 2011 • Brown Capital Management Mutual Funds

THIS EXPENSE LIMITATION AGREEMENT (“Expense Limitation Agreement”), is entered into effective as of July 14, 2011 by and between Brown Capital Management, LLC (the “Advisor”) and Brown Capital Management Mutual Funds (the “Trust”), on behalf of each series of the Trust set forth in Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”). WHEREAS, the Trust is a Delaware statutory trust organized under the Agreement and Declaration of Trust (“Declaration of Trust”), and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management company of the series type, and each Fund is a series of the Trust; and WHEREAS, the Trust and the Advisor have entered into an Investment Advisory Agreement relating to the Funds (the “Advisory Agreement”) pursuant to which the Advisor provides investment advisory services to each Fund listed in Schedule A, which may be amended from time to time, for compensation based on the value of the

TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • December 1st, 2011 • Brown Capital Management Mutual Funds • Colorado

THIS AGREEMENT is made as of August 1st, 2011, between Nottingham Investment Trust II (the “Fund”), organized as a trust under the laws of the Commonwealth of Massachusetts, and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 1st, 2011 • Brown Capital Management Mutual Funds • Delaware

INVESTMENT ADVISORY AGREEMENT (the “Agreement”) made as of this _____day of ___ 2011 by and between Brown Capital Management Mutual Funds (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and Brown Capital Management, LLC (the “Advisor”), a Maryland limited liability company with its principal place of business in Baltimore, Maryland.

DISTRIBUTION AGREEMENT
Distribution Agreement • December 1st, 2011 • Brown Capital Management Mutual Funds • Colorado

Distribution Agreement (the “Agreement”) made this 1st day of November, 2011, by and between Nottingham Investment Trust II, a Delaware statutory trust (the “Trust”) and ALPS Distributors, Inc., a Colorado corporation (the “Distributor”).

ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Administration, Bookkeeping and Pricing Services Agreement • December 1st, 2011 • Brown Capital Management Mutual Funds • Colorado

THIS AGREEMENT is made as of August 4, 2011, between Nottingham Investment Trust II_____________., organized as a trust under the laws of the Commonwealth of Massachusetts (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”). WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end, diversified management investment company and the series portfolios of the Fund that will be covered by this Agreement are listed in Appendix A (the “Portfolios”); WHEREAS, Brown Capital Management, Inc. is the investment adviser to the Portfolios and is responsible for managing the business affairs of the Portfolios and providing certain clerical, bookkeeping and other administrative and management services; WHEREAS, ALPS provides certain administrative, bookkeeping and pricing services to investment companies; and WHEREAS, the Fund desires to appoint ALPS to perform certain administrative, bookkeeping and pricing serv

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