FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
This First Amendment ("Amendment") to that certain Distribution Agreement
("Agreement") dated the 6th day of December, 2000, by and between XXXXXXX
CAPITAL MANAGEMENT INVESTMENT TRUST ("Trust"), a Delaware statutory trust, and
CAPITAL INVESTMENT GROUP, INC. ("Distributor"), a North Carolina corporation, is
made and entered into this 14th day of February, 2006.
WHEREAS, the Trust and the Distributor wish to make explicit the confidentiality
obligations that the parties have previously understood to be required by the
Agreement;
NOW THEREFORE, the Trust and the Distributor do mutually promise and agree as
follows:
1. The Distributor agrees, on behalf of itself and its officers,
directors, agents, and employees, to treat as confidential all records
and other information relating to the Trust and its prior, present, and
future shareholders ("Confidential Information") and to not use or
disclose the Confidential Information for any purpose other than in
performance of its responsibilities and duties under the Agreement.
Notwithstanding the forgoing, the Distributor may divulge the
Confidential Information (i) with the prior written consent of the
Trust; (ii) when the Distributor, in good faith, believes it may be
exposed to civil or criminal contempt proceedings for failure to comply
with court orders or when requested by duly constituted governmental
authorities or the National Association of Securities Dealers (NASD)
pursuant to their respective legal authority, upon prior written notice
to the Trust, unless prohibited by the court order or governmental
authority; (iii) to the Trust's investment adviser(s), administrator,
transfer agent, custodian, outside legal counsel, or independent public
accountants, in the ordinary course of business, to the extent
necessary for those service providers to perform their respective
services to the Trust; (iv) to the Trust, when requested by the Trust;
or (v) when requested by a shareholder, but only with respect to
Confidential Information that specifically relates to such shareholder
and the shareholder's account. For purposes of this section, the
following records and other information shall not be considered
Confidential Information: any record or other information relating to
the Trust and its prior, present, and future shareholders (a) which is
or becomes publicly available through no negligent or unauthorized act
or omission by the Distributor; (b) which is disseminated by the Trust
in a public filing with the SEC or posted on the website of the Trust,
the Fund, the Fund's investment adviser, or any of the Fund's other
service providers for general public review; (c) which is lawfully
obtained from third parties who are not under an obligation of
confidentiality to the Trust or its prior, present, and future
shareholders; or (d) previously known by the Distributor prior to the
date of the Agreement.
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.
XXXXXXX CAPITAL MANAGEMENT INVESTMENT TRUST
By: /s/ Xxxx X. Xxxx, Xx.
________________________________
Name: Xxxx X. Xxxx, Xx.
Title: Chairman
CAPITAL INVESTMENT GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx
________________________________
Name: Xxxxxxx X. Xxxxxx
Title: President
