Second Amendment To Fund Accounting And Compliance Administration Agreement This Second Amendment to Fund Accounting And Compliance Administration Agreement ("Second Amendment"), made, entered and effective this 18th day of August, 2004, by and...

                                Second Amendment
                                       To
             Fund Accounting And Compliance Administration Agreement

This Second Amendment to Fund Accounting And Compliance Administration Agreement
("Second Amendment"), made, entered and effective this 18th day of August, 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  December  3, 2003,
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 ETF Portfolio Trust.

NOW, THEREFORE,  in consideration of the premises and mutual covenants contained
in this Second  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 Tactical Portfolio Opportunities," a new series
     of the Trust,  to  Schedule 1 and by  reflecting  the change in name of the
     PMFM ETF Portfolio Trust to "PMFM Managed  Portfolio  Trust" (formerly PMFM
     ETF 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 Second Amendment to be
duly signed as of the day and year first above written.


Trust:

PMFM INVESTMENT TRUST



By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
    _______________________________
Name:    ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:   Chairman







Administrator:

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

By: /s/ C. ▇▇▇▇▇ ▇▇▇▇▇▇ III
    ________________________________
Name:    C. ▇▇▇▇▇ ▇▇▇▇▇▇ III
Title:   President