FIRST AMENDMENT TO THE
                           Master Custodian AGREEMENT

This First Amendment  ("Amendment") to that certain Master  Custodian  Agreement
("Agreement")  dated June 22,  2001 by and  between  The  Nottingham  Management
Company  ("Administrator"),  a North  Carolina  corporation,  on behalf of those
business  companies and trusts listed on Exhibit A of the Agreement,  as amended
(individually,  a "Trust" and  collectively  the  "Trusts"),  and Wachovia Bank,
NATIONAL ASSOCIATION (successor by merger to First Union National Bank) ("Bank")
is made and entered into this 7th day of March, 2005.

WHEREAS,   the   Administrator   and  the  Bank  wish  to  make   explicit   the
confidentiality  obligations  that the parties have previously  understood to be
required by the Agreement and the Individual Custodian Agreements that may be in
effect from time to time;

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

1.   The Bank agrees,  on behalf of itself and its officers,  directors,  agents
     and employees,  to treat as confidential all records and other  information
     relative to each Trust and to not use such records and  information for any
     purpose other than performance of its responsibilities and duties under the
     Agreement,  and the  Individual  Custodian  Agreements,  except after prior
     notification  to  and  approval  in  writing  by  the  appropriate   Trust.
     Notwithstanding  the  forgoing,  the Bank  may  divulge  such  confidential
     records and information where the Bank (i) in good faith believes it may be
     exposed to civil or criminal  contempt  proceedings  for failure to comply,
     (ii)  when  requested  by  duly  constituted  authorities,  (iii)  when  so
     requested by the Trust's  investment  adviser(s),  administrator,  transfer
     agent,  outside legal counsel or independent  public  accountants,  or (iv)
     when so requested by the appropriate  Trust.  For purposes of this section,
     the  following  records  and  other  information  shall  not be  considered
     confidential:  (a) any  record  or other  information  which is or  becomes
     publicly  available  through no fault of the Bank; (b) any record and other
     information  which is  released by the Trust in a public  release;  (c) any
     record or other  information  which is lawfully obtained from third parties
     who are not under an obligation to keep such information  confidential;  or
     (d) any record or other information previously known by the Bank.

2.   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.

THE NOTTINGHAM MANAGEMENT COMPANY

By:  /s/ C. Frank Watson III
     __________________________
     C. Frank Watson III
     President


WACHOVIA BANK, NATIONAL ASSOCIATION

By:    /s/ Paul J. Rucci
       __________________________
Name:  Paul J. Rucci
Title: Director