FIRST AMENDMENT TO THE
DIVIDEND DISBURSING AND TRANSFER AGENT AGREEMENT
This First Amendment ("Amendment") to that certain Dividend Disbursing and
Transfer Agent Agreement ("Agreement") dated October 26, 2005 by and between the
XXXXXXXX INVESTMENT TRUST ("Trust"), a Delaware statutory trust, and NORTH
CAROLINA SHAREHOLDER SERVICES, LLC, a North Carolina limited liability company
d/b/a NC Shareholder Services ("Transfer Agent") is made and entered into this
28th day of February, 2006.
WHEREAS, the Trust and the Transfer Agent 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 Transfer Agent do mutually promise and agree as
follows:
1. The Transfer Agent agrees, on behalf of itself and its officers, directors,
agents and employees, to treat as confidential all records and other
information relative to the Trust and its prior, present, or future
shareholders and to not use such records and information for any purpose
other than performance of its responsibilities and duties under the
Agreement, except after prior notification to and approval in writing by
the Trust. Notwithstanding the forgoing, the Transfer Agent may divulge
such confidential records and information where the Transfer Agent (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),
distributor, custodian, outside legal counsel or independent public
accountants, or (iv) when so requested by the 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 Transfer Agent; (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 Transfer Agent.
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.
XXXXXXXX INVESTMENT TRUST
By: /s/ Xxxxxx X. Xxxxxxxx
_________________________________
Name: Xxxxxx X. Xxxxxxxx
Title: Chairman
NORTH CAROLINA SHAREHOLDER SERVICES, LLC
D/B/A NC SHAREHOLDER SERVICES
By: /s/ Xxxxx X. Xxxxxxx
_________________________________
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
