Second Amendment To Dividend Disbursing and Transfer Agent Agreement

                                Second Amendment
                                       To
                Dividend Disbursing and Transfer Agent Agreement

This Second  Amendment  to Dividend  Disbursing  and  Transfer  Agent  Agreement
("Second Amendment"),  made, entered and effective this 18th day of August 2004,
by and between PMFM Investment Trust, a Delaware  statutory trust (the "Trust"),
and North Carolina Shareholder  Services,  LLC d/b/a NC Shareholder  Services, a
North Carolina limited liability company (the "Transfer Agent").

WHEREAS,  pursuant  to that  certain  Dividend  Disbursing  and  Transfer  Agent
Agreement  ("Agreement")  dated  June 20,  2003 and  amended  December  3, 2004,
between the Trust and the Transfer Agent,  the Trust retained the Transfer Agent
to provide certain dividend disbursing,  transfer agent and shareholder services
to the Trust in the manner and on the terms set forth therein; and

WHEREAS, the Trust and the Transfer Agent wish to modify and amend the Agreement
to add a new series of the Trust to the Agreement and to reflect the name change
of the PMFM ETF Portfolio Trust.

NOW, THEREFORE,  in consideration of the premises and mutual covenants contained
in this Second  Amendment and intending to be legally  bound,  the Trust and the
Transfer Agent agree as follows:

     1.   Addition of New Series.  The Agreement is hereby  modified and amended
          by adding the following new series of the Trust to Agreement:

          "PMFM Tactical Opportunities Portfolio Trust"

     2.   Name Change of Series. The Agreement is hereby modified and amended to
          reflect  the  change  in name of the PMFM ETF  Portfolio  Trust to the
          following:

          "PMFM Managed Portfolio Trust"

     3.   Other. Except as expressly modified or amended herein, all other terms
          and provisions of the Agreement shall remain in full force and effect.
          New Section.  The  Agreement is hereby  modified and amended by adding
          the following new Section 13 to the Agreement:

          "Section  13  Anti-Money  Laundering.  The  Transfer  Agent  agrees to
          perform such  anti-money  ("AML")  functions  with respect to the Fund
          shares as the Trust may reasonably delegate to the Transfer Agent from
          time  to time or as the  Transfer  Agent  is  otherwise  obligated  to
          perform.  In accordance with mutually agreed procedures,  the Transfer
          Agent shall use commercially  reasonable  efforts in carrying out such
          functions  under the Trust's AML program as it relates to the Fund. It
          is  understood  and  agreed  that  shareholders  of the  Fund  are not
          customers  of the  Transfer  Agent and the Trust and Fund retain legal
          responsibility  under  the USA  Patriot  Act for AML  compliance  with
          respect to transactions  in Fund shares.  The Transfer Agent agrees to
          allow federal  examiners having  jurisdiction  over the Fund to obtain
          information  and  records  relating  to the Trust's AML program in its
          possession and to inspect the Transfer Agent for purposes thereof."



IN WITNESS  WHEREOF,  the parties hereto have caused this Second Amendment to be
duly signed as of the day and year first above written.

Trust:

PMFM INVESTMENT TRUST


By: /s/ Xxxxxx X. Xxxxxxx
    __________________________________
Name:    Xxxxxx X. Xxxxxxx
Title:   Chairman
Transfer Agent:

NC SHAREHOLDER SERVICES, LLC


By: /s/ Xxxx X. Marriott, Jr.
    __________________________________
Name:     Xxxx X. Marriott, Jr.
Title:    Managing Director



















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