CALIFORNIA INVESTMENT TRUST
RESTATED FUND ADMINISTRATION SERVICING AGREEMENT
THIS AGREEMENT (as amended, supplemented or restated from time to time,
this "Agreement") is made and entered into as of this 1st day of January, 2007,
by and between California Investment Trust, a Delaware business trust
(hereinafter referred to as the "Trust") and CCM Partners, LP, a limited
partnership organized under the laws of the State of California (hereinafter
referred to as "CCM").
WHEREAS, the Trust is an open-end management investment company which is
registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Trust is authorized to create separate series, each with its
own separate investment portfolio (each a "Fund");
WHEREAS, CCM is a limited partnership and, among other things, is in the
business of providing fund administration services for the benefit of its
customers;
WHEREAS, the Trust desires to retain CCM to act as Administrator for each
Fund of the Trust; and
WHEREAS, the Trust and each Fund has entered into a Management Agreement
(each as amended, supplemented or restated from time to time, the "Management
Agreement") with CCM and desires this Agreement to complement and enlarge upon
the administrative duties imposed by such Management Agreements.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Trust and CCM agree as follows:
1. APPOINTMENT OF ADMINISTRATOR
The Trust hereby appoints CCM as Administrator of the Trust on the terms
and conditions set forth in this Agreement, and CCM hereby accepts such
appointment and agrees to perform the services and duties set forth in
this Agreement and with respect to the services and duties that are not
covered by a Management Agreement between CCM and each Fund (or the
Trust), CCM shall perform such services and duties in consideration of the
compensation provided for herein.
2. DUTIES AND RESPONSIBILITIES OF CCM
CCM shall perform, render or make available all services required for the
administration of each Fund. Without limiting the generality of the
foregoing, CCM shall have the following duties and responsibilities and
perform the following services:
A. General Fund Management
1. Act as liaison among all Fund service providers and the Trust.
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2. Supply:
a. Corporate secretarial services
b. Office facilities (which may be in CCM's or its
affiliate's own offices)
c. Non-investment-related statistical and research data as
needed
3. Coordinate Board communication by:
a. Establishing meeting agendas
b. Preparing Board reports based on financial and
administrative data
c. Securing and monitoring fidelity bond and director and
officer liability coverage, and making the necessary SEC
filings relating thereto
d. Coordinate preparation of minutes of meetings of the
Board and shareholders
e. Recommend dividend declarations to the Board, prepare
and distribute to appropriate parties notices announcing
declaration of dividends and other distributions to
shareholders
f. Provide personnel to serve as officers of the Trust if
so elected by the Board and attend Board meetings to
present materials for Board review
g. Assist the Board in identifying and qualifying new
members to Trust's Board of Trustees
4. Audits
a. Prepare appropriate schedules and assist independent
auditors
b. Provide information to SEC and facilitate audit process
c. Provide office facilities
5. Assist in overall operations of the Fund
6. Pay Fund expenses upon written authorization from the Trust
7. Monitor arrangements under shareholder services plan
8. Design, maintain and supply content for the Funds' website
B. Compliance
1. Regulatory Compliance
a. Monitor compliance with 1940 Act requirements,
including:
1) Asset diversification tests
2) Total return and SEC yield calculations
3) Maintenance of books and records under Rule 31a-3
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b. Monitor Fund's compliance with the policies and
investment limitations of the Trust as set forth in its
Prospectus and Statement of Additional Information
c. Maintain awareness of applicable regulatory and
operational service issues and recommend dispositions
d. Assist Funds with satisfying the requirements of the
Sarbanes Oxley Act of 2002, including the establishment
and implementation of disclosure controls and procedures
e. Execute and administer the Funds' proxy voting policies
and procedures and reporting requirements related to the
Funds' proxy voting records
f. Monitor controls and mechanisms regarding market timing
and frequent trading
g. Monitor and perform fair valuation pricing procedures
h. Monitor and perform procedures regarding selective
disclosure of portfolio holdings
i. Memorialize, monitor and enact a general compliance
function
j. Respond to and coordinate actions pertaining to
inquiries, audits and requests from governmental
authorities and self regulatory organizations.
k. Implement and enforce provisions of CCM's written code
of ethics with respect to is supervised persons, and
report thereon to the Board of the Funds
l. Implement the Funds' privacy policy and compliance with
related regulations
2. Blue Sky Compliance
a. Oversee preparation and filing with the appropriate
state securities authorities any and all required
compliance filings relating to the registration of the
securities of the Trust so as to enable the Trust to
make a continuous offering of its shares in all states
b. Monitor status and maintain registrations in each state
c. Provide information regarding material developments in
state securities regulation
3. SEC Registration and Reporting
a. Assist Trust counsel in updating Prospectus and
Statement of Additional Information and in preparing
proxy statements and Rule 24f-2 notices
b. Prepare annual and semiannual reports, Form N-SAR
filings and Rule 24f-2 notices
c. Coordinate the printing, filing and mailing of publicly
disseminated Prospectuses and reports
d. File fidelity bond under Rule 17g-1
e. File shareholder reports under Rule 30b2-1
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f. Monitor sales of each Fund's shares and ensure that such
shares are properly registered with the SEC and the
appropriate state authorities
g. File Rule 24f-2 notices
h. Track information and prepare certain disclosures
related to expenses, portfolio holdings and performance
discussion for annual and semi-annual reports to
shareholders
i. Collect and summarize biographical, compensation,
securities ownership and other information from
portfolio managers of the Funds for SEC filings
4. IRS Compliance
a. Monitor Trust's status as a regulated investment company
under Subchapter M, including without limitation, review
of the following:
1) Asset diversification requirements
2) Qualifying income requirements
3) Distribution requirements
b. Calculate required distributions (including excise tax
distributions)
C. Financial Reporting
1. Provide financial data required by Fund's Prospectus and
Statement of Additional Information
2. Prepare financial reports for officers, shareholders, tax
authorities, performance reporting companies, the Board, the
SEC, and independent auditors
3. Supervise the Trust's Custodian and Trust Accountants in the
maintenance of the Trust's general ledger and in the
preparation of the Fund's financial statements, including
oversight of expense accruals and payments, of the
determination of net asset value of the Trust's net assets and
of the Trust's shares, and of the declaration and payment of
dividends and other distributions to shareholders
4. Compute the yield, total return and expense ratio of each
class of each Fund, and each Fund's portfolio turnover rate
5. Monitor the expense accruals and notify Trust management of
any proposed adjustments
6. Prepare monthly financial statements, which will include
without limitation the following items:
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
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Cash Statement
Schedule of Capital Gains and Losses
7. Prepare quarterly broker security transaction summaries
D. Tax Reporting
1. Oversee the preparation and filing of appropriate federal and
state tax returns including, without limitation, Forms
1120/8610 with any necessary schedules
2. Oversee the preparation of state income breakdowns where
relevant
3. File Form 1099 Miscellaneous for payments to trustees and
other service providers
4. Monitor wash losses
5. Calculate eligible dividend income for corporate shareholders
3. COMPENSATION
The Trust, on behalf of the Fund, agrees to pay CCM for the performance of
the duties listed in this Agreement, to the extent such duties are not
covered by the Management Agreement between each Fund (or the Trust) and
CCM, the fees and out-of-pocket expenses as set forth in the attached
Exhibit A. Notwithstanding anything to the contrary, amounts owed by the
Trust to CCM shall only be paid out of the assets and property of the
particular Fund involved.
These fees may be changed from time to time, subject to mutual written
Agreement between the Trust and CCM.
The Trust agrees to pay all fees and reimbursable expenses within ten (10)
business days following the receipt of the billing notice.
4. PERFORMANCE OF SERVICE; LIMITATION OF LIABILITY
A. CCM shall exercise reasonable care in the performance of its duties
under this Agreement. CCM shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Trust in
connection with matters to which this Agreement relates, including
losses resulting from mechanical breakdowns or the failure of
communication or power supplies beyond CCM's control, except a loss
arising out of or relating to CCM's refusal or failure to comply
with the terms of this Agreement or from bad faith, negligence, or
willful misconduct on its part in the performance of its duties
under this Agreement. Notwithstanding any other provision of this
Agreement, if CCM has exercised reasonable care in the performance
of its duties under this Agreement, the Trust shall indemnify and
hold harmless CCM from and against any and all claims, demands,
losses, expenses, and liabilities (whether with or without basis in
fact or law) of any and every nature (including reasonable
attorneys' fees) which CCM may sustain or incur or which may be
asserted against CCM by any person arising out of any action taken
or omitted to be taken by it in performing the services hereunder,
except for any and all claims, demands, losses, expenses, and
liabilities arising out of or relating to CCM's refusal or failure
to comply with the terms of this Agreement or from bad faith,
negligence or from willful misconduct on its part in performance of
its duties under this Agreement, (i) in accordance with the
foregoing standards, or (ii) in reliance upon any written or oral
instruction provided to CCM by any duly authorized officer of the
Trust, such duly authorized officer to be included in a list of
authorized officers furnished to CCM and as amended from time to
time in writing by resolution of the Board of Trustees of the Trust.
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CCM shall indemnify and hold the Trust harmless from and against any
and all claims, demands, losses, expenses, and liabilities (whether
with or without basis in fact or law) of any and every nature
(including reasonable attorneys' fees) which the Trust may sustain
or incur or which may be asserted against the Trust by any person
arising out of any action taken or omitted to be taken by CCM as a
result of CCM's refusal or failure to comply with the terms of this
Agreement, its bad faith, negligence, or willful misconduct.
In the event of a mechanical breakdown or failure of communication
or power supplies beyond its control, CCM shall take all reasonable
steps to minimize service interruptions for any period that such
interruption continues beyond CCM's control. CCM will make every
reasonable effort to restore any lost or damaged data and correct
any errors resulting from such a breakdown at the expense of CCM.
CCM agrees that it shall, at all times, have reasonable contingency
plans with appropriate parties, making reasonable provision for
emergency use of electrical data processing equipment to the extent
appropriate equipment is available. Representatives of the Trust
shall be entitled to inspect CCM's premises and operating
capabilities at any time during regular business hours of CCM, upon
reasonable notice to CCM.
Regardless of the above, CCM reserves the right to reprocess and
correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this
section shall apply, it is understood that if in any case the
indemnitor may be asked to indemnify or hold the indemnitee
harmless, the indemnitor shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is
further understood that the indemnitee will use all reasonable care
to notify the indemnitor promptly concerning any situation which
presents or appears likely to present the probability of a claim for
indemnification. The indemnitor shall have the option to defend the
indemnitee against any claim which may be the subject of this
indemnification. In the event that the indemnitor so elects, it will
so notify the indemnitee and thereupon the indemnitor shall take
over complete defense of the claim, and the indemnitee shall in such
situation initiate no further legal or other expenses for which it
shall seek indemnification under this section. The indemnitee shall
in no case confess any claim or make any compromise in any case in
which the indemnitor will be asked to indemnify the indemnitee
except with the indemnitor's prior written consent.
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C. CCM is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Trust's Agreement and
Declaration of Trust and agrees that obligations assumed by the
Trust pursuant to this Agreement shall be limited in all cases to
the Trust and its assets, and if the liability relates to one or
more series, the obligations hereunder shall be limited to the
respective assets of such series. CCM further agrees that it shall
not seek satisfaction of any such obligation from the shareholder or
any individual shareholder of a series of the Trust, nor from the
Trustees or any individual Trustee of the Trust.
5. PROPRIETARY AND CONFIDENTIAL INFORMATION
CCM agrees on behalf of itself and its directors, officers, and employees
to treat confidentially and as proprietary information of the Trust all
records and other information relative to the Trust and prior, present, or
potential shareholders of the Trust (and clients of said shareholders),
and not to use such records and information for any purpose other than the
performance of its responsibilities and duties hereunder, except after
prior notification to and approval in writing by the Trust, which approval
shall not be unreasonably withheld and may not be withheld where CCM may
be exposed to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Trust.
6. TERM OF AGREEMENT
This Agreement shall become effective as of the date hereof and will
continue in effect for successive annual periods. This Agreement may be
terminated by either party upon giving ninety (90) days prior written
notice to the other party or such shorter period as is mutually agreed
upon by the parties. However, this Agreement may be amended by mutual
written consent of the parties.
7. RECORDS
CCM shall keep records relating to the services to be performed hereunder,
in the form and manner, and for such period as it may deem advisable and
is agreeable to the Trust but not inconsistent with the rules and
regulations of appropriate government authorities, in particular, Section
31 of the 1940 Act and the rules thereunder. CCM agrees that all such
records prepared or maintained by CCM relating to the services to be
performed by CCM hereunder are the property of the Trust and will be
preserved, maintained, and made available in accordance with such section
and rules of the 1940 Act and will be promptly surrendered to the Trust on
and in accordance with its request.
8. GOVERNING LAW
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the State of California. However,
nothing herein shall be construed in a manner inconsistent with the 1940
Act or any rule or regulation promulgated by the Securities and Exchange
Commission thereunder.
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9. DUTIES IN THE EVENT OF TERMINATION
In the event that, in connection with termination, a successor to any of
CCM's duties or responsibilities hereunder is designated by the Trust by
written notice to CCM, CCM will promptly, upon such termination and at the
expense of the Trust, transfer to such successor all relevant books,
records, correspondence, and other data established or maintained by CCM
under this Agreement in a form reasonably acceptable to the Trust (if such
form differs from the form in which CCM has maintained, the Trust shall
pay any expenses associated with transferring the data to such form), and
will cooperate in the transfer of such duties and responsibilities,
including provision for assistance from CCM's personnel in the
establishment of books, records, and other data by such successor.
10. NO AGENCY RELATIONSHIP
Nothing herein contained shall be deemed to authorize or empower CCM to
act as agent for the other party to this Agreement, or to conduct business
in the name of, or for the account of the other party to this Agreement.
11. DATA NECESSARY TO PERFORM SERVICES
The Trust or its agent, which may be CCM, shall furnish to CCM the data
necessary to perform the services described herein at times and in such
form as mutually agreed upon if CCM is also acting in another capacity for
the Trust, nothing herein shall be deemed to relieve CCM of any of its
obligations in such capacity.
12. NOTICES
Notices of any kind to be given by either party to the other party shall
be in writing and shall be duly given if mailed or delivered as follows:
Notice to CCM shall be sent to:
CCM Partners, LP
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and notice to the Trust shall be sent to:
California Investment Trust
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by a duly authorized officer or one or more counterparts as of the day and year
first written above.
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CALIFORNIA INVESTMENT TRUST CCM PARTNERS, LP
By: By:
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AS RESTATED:
CALIFORNIA INVESTMENT TRUST CCM PARTNERS, LP
By: By:
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Date: October 7, 2005 Date: October 7, 2005
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Exhibit A
Administration Fee Schedule
For combined assets of CIT
less than $100 million* 0.10%
between $100 million* and $500 million* 0.08%
greater than $500 million* 0.06%
* Adjusted annually for inflation using the Consumer Price Index (rounded to the
nearest $10 million) with a base year of 2004.
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