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 March 18, 1999, as amended on
December 21, 2000, by and between the XXXXXXX XXXXX INVESTMENT TRUST ("Trust"),
a Massachusetts business trust, and NORTH CAROLINA SHAREHOLDER SERVICES, LLC
("NCSS"), a North Carolina limited liability company, is made and entered into
this 31st day of January, 2006.
WHEREAS, the Trust and NCSS wish to make explicit the confidentiality
obligations that the parties have previously understood to be required by the
Agreement;
NOW THEREFORE, the Trust and NCSS do mutually promise and agree as follows:
1. NCSS 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, NCSS may divulge the Confidential Information (i) with
the prior written consent of the Trust; (ii) when NCSS, 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, distributor, 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 NCSS; (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 NCSS 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 XXXXX INVESTMENT TRUST
By: /s/ Xxxx X. Xxxxxxx
_____________________________________
Name: Xxxx X. Xxxxxxx
Title: Independent Trustee
NORTH CAROLINA SHAREHOLDER SERVICES, LLC
By: /s/ Xxxxx X. Xxxxxxx
_____________________________________
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
