Third Amendment To Fund Accounting and Compliance Administration Agreement This Third Amendment to Fund Accounting And Compliance Administration Agreement ("Third Amendment"), made, entered and effective this 30th day of November, 2004, by and between...

                                 Third Amendment
                                       To
             Fund Accounting and Compliance Administration Agreement

This Third Amendment to Fund Accounting And Compliance  Administration Agreement
("Third  Amendment"),  made,  entered and  effective  this 30th day of November,
2004, by and between PMFM  Investment  Trust,  a Delaware  statutory  trust (the
"Trust"),  and The Nottingham Management Company d/b/a The Nottingham Company, a
North Carolina corporation (the "Administrator").

WHEREAS,  pursuant to that certain Fund Accounting and Compliance Administration
Agreement  ("Agreement") dated June 20, 2003 and amended on December 3, 2003 and
August 18, 2004, between the Trust and the Administrator, the Trust retained the
Administrator to provide certain  administrative and compliance  services to the
Trust in the manner and on the terms set forth therein; and

WHEREAS,  the  Trust and the  Administrator  wish to  revise  Schedule  1 to the
Agreement to add a new series of the Trust to the  Agreement  and to reflect the
change in name of the PMFM Moderate Portfolio Trust.

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

        1.    Modification  to Schedule 1. Schedule 1 to the Agreement is hereby
              modified  and  amended by adding  "PMFM Core  Advantage  Portfolio
              Trust," a new series of the Trust, to Schedule 1 and by reflecting
              the  change in name of the PMFM  Moderate  Portfolio  Trust to the
              "PMFM Tactical Preservation Portfolio Trust."

        2.    Other.  Except as expressly  modified or amended herein, all other
              terms and  provisions of the Agreement  shall remain in full force
              and effect.

IN WITNESS  WHEREOF,  the parties hereto have caused this Third  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



Administrator:

THE NOTTINGHAM MANAGEMENT COMPANY
D/B/A THE NOTTINGHAM COMPANY

By:   /s/ C. Xxxxx Xxxxxx III
     ____________________________
Name:   C. Xxxxx Xxxxxx III
Title:  President