Exhibit (d)(2): Amendment to the Investment Advisory Agreement between the
--------------- Registrant and Capital Investment Counsel, Inc., as
Advisor to the Capital Value Fund
AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT, made and entered into effective as of the 1st day of August,
1995, by and between THE NOTTINGHAM INVESTMENT TRUST II, a Massachusetts
business trust (the "Trust"), and CAPITAL INVESTMENT COUNSEL, INC., a North
Carolina corporation (the "Advisor").
WHEREAS, the parties have previously entered into that certain Investment
Advisory Agreement originally effective February 4, 1991, with respect to the
Capital Value Fund, a series of the Trust (the "Agreement").
WHEREAS, the Agreement has been continued from time to time by the parties as
provided therein;
WHEREAS, the parties desire to amend the compensation schedule thereof, all as
provided herein.
NOW THEREFORE, the Trust and the Advisor do mutually promise and agree as
follows:
1. Amendments. The Agreement is hereby amended amending the
compensation schedule set forth in Section 7 thereof and
substituting in lieu thereof a new Exhibit A in the form
attached hereto.
2. Ratification. Except as amended as provided above, the
Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by their
duly authorized officers on the date first above written.
ATTEST: THE NOTTINGHAM INVESTMENT TRUST II
/S/ C. Xxxxx Xxxxxx, III By: /s/ Xxxxx X. Xxxxxxx, III
___________________________ ______________________________
(Seal)
ATTEST: CAPITAL INVESTMENT COUNSEL, INC.
/s/ Annelouse Brittan By: /s/ Xxxxxxx X. Xxxxxx
___________________________ ______________________________
(Seal)
EXHIBIT A
INVESTMENT ADVISOR'S COMPENSATION SCHEDULE
For the services delineated in the INVESTMENT ADVISORY AGREEMENT, the Investment
Advisor shall be compensated monthly, as of the last day of each month, within
five business days of the month end, a fee based upon net assets according to
the following schedule.
Annual
Net Assets Fee
---------- ---
On the first $250 million 0.60%
On all assets over $500 million 0.50%
