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 September 19, 1998 which
compensation schedule was amended on October 26, 2000, by and between NEW
PROVIDENCE 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 (the
"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.
NEW PROVIDENCE INVESTMENT TRUST NORTH CAROLINA SHAREHOLDER SERVICES, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
___________________ ____________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman Title: Managing Director