FIRST AMENDMENT
                                       TO
                           THE DISTRIBUTION AGREEMENT


This  FIRST  AMENDMENT  ("Amendment")  to that  certain  DISTRIBUTION  AGREEMENT
("Agreement")  dated this the 14TH day July 1999 by and between  NEW  PROVIDENCE
INVESTMENT  TRUST  ("Trust"),   a  Massachusetts  business  trust,  and  CAPITAL
INVESTMENT GROUP, INC., a North Carolina  corporation  ("Distributor") on behalf
of the Wisdom Fund is made and entered into this 31st day of January 2006.


     WHEREAS,   the  Trust  and  the  Distributor  wish  to  make  explicit  the
confidentiality  obligations  that the parties have previously  understood to be
required by the Agreement;


     NOW THEREFORE,  the Trust and the Distributor do mutually promise and agree
as follows:


1.   The Distributor  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, the Distributor may divulge the Confidential Information (i) with
     the prior written consent of the Trust; (ii) when the Distributor,  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, transfer agent, 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 the
     Distributor; (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 the
     Distributor 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

By:  /s/ Jack E. Brinson
     _______________________________
Name:    Jack E. Brinson
Title:   Chairman



CAPITAL INVESTMENT GROUP, INC.

By:  /s/ Richard K. Bryant
     _______________________________
Name:    Richard K. Bryant
Title:   President