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 2nd day of  April,  2003 by and
between the TURNAROUND  INVESTMENT TRUST ("Trust"),  a Delaware statutory trust,
and NORTH CAROLINA SHAREHOLDER SERVICES,  LLC ("NCSS"), a North Carolina limited
liability corporation, is made and entered into this 14th day of December, 2005.

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.

TURNAROUND INVESTMENT TRUST             NORTH CAROLINA SHAREHOLDER SERVICES, LLC

By: /s/ Arne T. Alsin                   By: /s/ Jason B. Edwards
    -----------------                       --------------------

Name:    Arne T. Alsin                  Name:  Jason B. Edwards
Title:   Chairman                       Title:    Managing Director