Third Amendment To Dividend Disbursing and Transfer Agent Agreement

                                 Third Amendment
                                       To
                Dividend Disbursing and Transfer Agent Agreement

This Third Amendment to Dividend Disbursing and Transfer Agent 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
North Carolina Shareholder Services,  LLC d/b/a NC Shareholder Services, a North
Carolina limited liability company (the "Transfer Agent").

WHEREAS,  pursuant  to that  certain  Dividend  Disbursing  and  Transfer  Agent
Agreement  ("Agreement") dated June 20, 2003 and amended on December 3, 2004 and
August 18, 2004,  between the Trust and the Transfer  Agent,  the Trust retained
the Transfer Agent to provide certain  dividend  disbursing,  transfer agent and
shareholder  services  to the  Trust in the  manner  and on the  terms set forth
therein; and

WHEREAS, the Trust and the Transfer Agent wish to modify and amend the Agreement
to add a new series of the Trust to the Agreement and to reflect the name change
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
Transfer Agent agree as follows:

        1.    Addition of New  Series.  The  Agreement  is hereby  modified  and
              amended  by  adding  the  following  new  series  of the  Trust to
              Agreement:

              "PMFM Core Advantage Portfolio Trust"

        2.    Name  Change of  Series.  The  Agreement  is hereby  modified  and
              amended  to  reflect  the  change  in  name of the  PMFM  Moderate
              Portfolio Trust to the following:

              "PMFM Tactical Preservation Portfolio Trust"

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

              The  Agreement  is hereby  modified  and  amended  by  adding  the
              following  language  pertaining  to  notice to  Section  13 of the
              Agreement:

              The last sentence of the Section 13 "The Transfer  Agent agrees to
              allow  federal  examiners  having  jurisdiction  over  the Fund to
              obtain information and records relating to the Trust's AML program
              in its  possession  and to inspect the Transfer Agent for purposes
              thereof," shall now read as follows:

                  The Transfer  Agent agrees to allow federal  examiners  having
                  jurisdiction  over the Fund to obtain  information and records
                  relating to the Trust's AML program in its  possession  and to
                  inspect the Transfer Agent for purposes thereof, provided that
                  the  Transfer  Agent  provides  prior  notice  to the Fund and
                  follows  any  reasonable  directions  given by the  Fund  with
                  respect thereto.




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:                                           Transfer Agent:

PMFM INVESTMENT TRUST                            NC SHAREHOLDER SERVICES, LLC


By:   /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇                      By:   /s/ ▇▇▇▇ ▇. Marriott, Jr.
     ______________________________                   __________________________
Name:   ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇                        Name:   ▇▇▇▇ ▇. Marriott, Jr.
Title:  Chairman                                 Title:  Managing Director






























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