INVESTMENT ADVISORY AGREEMENT
THIS INVESTMENT ADVISORY AGREEMENT is made this 1st day ofJanuary, 2007
(this "Agreement"), by and between California Investment Trust, a Delaware
statutory trust (the "Trust"), on behalf of the series of the Trust identified
herein, and CCM Partners, a limited partnership organized and existing under the
laws of the State of California (the "Adviser").
WHEREAS, the Trust is registered with the Securities and Exchange
Commission ("SEC") as an open-end, management investment company under the
Investment Company Act of 1940 and the rules and regulations thereunder, as
amended from time to time (the "1940 Act");
WHEREAS, the Trust is authorized to issue shares of beneficial interest
("Shares") in separate series, with each such series representing interests in a
separate portfolio, and the Trust has established multiple series (each a
"Fund");
WHEREAS, the Adviser is registered with the SEC as an investment adviser
under the Investment Advisers Act of 1940 and the rules and regulations
thereunder, as amended from time to time (the "Advisers Act"); and
WHEREAS, the Trust desires to retain the Adviser to furnish investment
advisory services and certain specifically identified administrative services to
the Funds, and the Adviser is willing to furnish such services to the Funds in
the manner and on the terms hereinafter set forth.
NOW THEREFORE, in consideration of the premises and the promises and
mutual covenants herein contained, it is agreed between the Trust and the
Adviser as follows:
1. Appointment. The Trust hereby appoints CCM Partners to act as Adviser
to the Funds for the periods and on the terms set forth in this Agreement. The
Adviser accepts such appointment and agrees to furnish the services herein set
forth for the compensation herein provided.
2. Portfolio Management Duties. Subject to the ultimate supervision and
direction of the Trust's Board of Trustees and the Trust, the Adviser shall
regularly provide the Funds with investment research, advice, management and
supervision and shall furnish a provide a continuous investment program for the
assets of the Funds and determine the composition of the assets of the Funds,
including determination of the purchase, retention, or sale of the securities,
cash, and other investments for the Funds. The Adviser will provide investment
research and analysis, which may consist of computerized investment methodology,
and will conduct a continuous program of evaluation of each Fund's investments,
and the Adviser is hereby authorized to execute and perform investment
management such services on behalf of the Funds. The Adviser will also provide
to the Funds the administrative services set forth in Sections 2(c), 2(d) and
2(e) hereof. The Adviser will provide the services under this Agreement in
accordance with the Funds' investment objective or objectives, investment
policies, and investment restrictions as stated in the Trust's prospectuses and
statement of additional information, each as supplemented or amended from time
to time (as so supplemented or amended, the "Prospectus and Statement of
Additional Information"). Without limiting the generality of the foregoing
provisions, in performing these duties, the Adviser:
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(a) Is responsible, in connection with its responsibilities under
this Section 2, for decisions to buy and sell securities and other
investments for the Funds, for broker-dealer and futures commission
merchant ("FCM") selection, and for negotiation of commission rates. The
Adviser's primary consideration in effecting a security or other
transaction will be to obtain the best execution for the Funds. Subject to
such policies as the Board of Trustees may determine and consistent with
Section 28(e) of the Securities Exchange Act of 1934 and applicable
regulatory interpretations thereof, the Adviser shall not be deemed to
have acted unlawfully or to have breached any duty created by this
Agreement or otherwise solely by reason of its having caused a Fund to pay
a broker or dealer, acting as agent, for effecting a portfolio transaction
at a price in excess of the amount of commission another broker or dealer
would have charged for effecting that transaction if the Adviser
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by
such broker or dealer, viewed in terms of either that particular
transaction or the Adviser's overall responsibilities with respect to the
Funds and to its other clients as to which it exercises investment
discretion. To the extent consistent with these standards, and in
accordance with applicable provisions of the Securities Exchange Act of
1934, and subject to any other applicable laws and regulations, the
Adviser is further authorized to allocate the orders placed by it on
behalf of the Funds to any affiliate that is registered as a broker or
dealer with the SEC, or to such brokers and dealers that also provide
research or statistical research and material, or other services to the
Funds or the Adviser. Such allocation shall be in such amounts and
proportions as the Adviser shall determine consistent with the above
standards, and, upon request, the Adviser will report on said allocations
to the Trust and the Board of Trustees of the Trust, indicating the
brokers or dealers to which such allocations have been made and the basis
therefore.
(b) May, on occasions when the purchase or sale of a security is
deemed to be in the best interest of a Fund as well as any other
investment advisory clients, to the extent permitted by applicable laws
and regulations, but shall not be obligated to, aggregate the securities
to be sold or purchased with those of its other clients where such
aggregation is not inconsistent with the policies set forth in the
Registration Statement. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the transaction,
will be made by the Adviser in a manner that is fair and equitable in the
judgment of the Adviser in the exercise of its fiduciary obligations to
the Trust and to such other clients.
(c) Will provide persons satisfactory to the Trust's Board of
Trustees to act as officers and employees of the Trust and a Fund (such
officers and employees, as well as certain Trustees, may be trustees,
directors, officers, partners, or employees of the Adviser or its
affiliates).
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(d) Will furnish a Fund with office space and equipment reasonably
necessary for the investment operations of the Fund.
(e) Will furnish a Fund with reports, statements and other data on
securities, economic conditions and other pertinent subjects which the
Trust's Board of Trustees may reasonably request.
(f) Will regularly report to the Trust's Board of Trustees on the
investment program for the Funds and the issuers and securities
represented in the Fund's portfolio and render to the Trust's Board of
Trustees such periodic and special reports with respect to the Fund's
investment activities as the Board may reasonably request;
(g) Shall be responsible for making reasonable inquiries and for
reasonably ensuring that any employee or other affiliated person of the
Adviser has not, to the best of the Adviser's knowledge:
(i) been convicted, in the last ten (10) years, of any felony
or misdemeanor involving the purchase or sale of any security or
arising out of such person's conduct as an underwriter, broker,
dealer, investment adviser, municipal securities dealer, government
securities broker, government securities dealer, transfer agent, or
entity or person required to be registered under the Commodity
Exchange Act, or as an affiliated person, salesman, or employee of
any investment company, bank, insurance company, or entity or person
required to be registered under the Commodity Exchange Act; or
(ii) been permanently or temporarily enjoined by reason of any
misconduct, by order, judgment, or decree of any court of competent
jurisdiction from acting as an underwriter, broker, dealer,
investment adviser, municipal securities dealer, government
securities broker, government securities dealer, transfer agent, or
entity or person required to be registered under the Commodity
Exchange Act, or as an affiliated person, salesman or employee of
any investment company, bank, insurance company, or entity or person
required to be registered under the Commodity Exchange Act, or from
engaging in or continuing any conduct or practice in connection with
any such activity or in connection with the purchase or sale of any
security.
(h) Will treat confidentially and as proprietary information of the
Funds all records and other information related to the Funds, including
the performance records of such Funds, and will not use such records and
information for any purpose other than performance of its responsibilities
and duties hereunder, except after prior notification to and approval in
writing by the Funds or when so requested by the Funds; provided, however,
that records and information need not be treated as confidential if
required to be disclosed under applicable law or regulation or otherwise
in connection with investigations or inquiries contemplated under Section
9 hereof, or if generally available to the public through means other than
by disclosure by the Adviser, or if available from a source other than the
Trust, the Adviser or the Funds which does not owe a duty of
confidentiality to the Trust, the Adviser or the Funds.
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(i) Will use its reasonable best efforts (i) to retain the
services of the Portfolio Employees who manage the portfolios of the
Funds, from time to time and (ii) to promptly obtain the services of
a Portfolio Employee acceptable to the Trust if the services of any
of the Portfolio Employees are no longer available to the Adviser.
(j) Will obtain the approval of the Trust prior to designating
a new Portfolio Employee, which consent shall not be unreasonably
withheld; provided, however, that, if the services of a Portfolio
Employee are no longer available to the Adviser due to circumstances
beyond the reasonable control of the Adviser (e.g., voluntary
resignation, death or disability), the Adviser may designate an
interim Portfolio Employee who (i) shall be reasonably acceptable to
the Trust and (ii) shall function for a reasonable period of time
until the Adviser designates an acceptable permanent replacement;
provided, however, that if the Trust does not consent to the
designation of a Portfolio Employee, Trust and Adviser agree to
cooperate in good faith to identify a replacement Portfolio
Employee.
(k) Will, to the extent practicable, notify the Board of
Trustees in advance of any impending change in Portfolio Employee,
portfolio management or any other material matter that may require
disclosure to the Board, shareholders of the Funds or dealers in
Fund shares.
3. Disclosure about Adviser. The Adviser has reviewed the Registration
Statement and represents and warrants that, with respect to the disclosure about
the Adviser or information relating, directly or indirectly, to the Adviser, and
with respect to the disclosure of the investment activities of the Funds and
other matters for which the Adviser is contractually responsible hereunder such
Registration Statement contains, as of the date hereof, no untrue statement of
any material fact and does not omit any statement of a material fact which was
required to be stated therein or necessary to make the statements contained
therein not misleading in light of the circumstances in which they were made.
The Adviser further represents and warrants that it is a duly registered
investment adviser under the Advisers Act and a duly registered investment
adviser in all states in which the Adviser is required to be registered. The
Adviser agrees to provide the Trust with current copies of the Adviser's Form
ADV, and any supplements or amendments thereto.
4. Expenses. During the term of this Agreement:
(a) The Adviser shall bear and pay the costs of rendering the
services to be performed by it under this Agreement. In addition, with
respect to the investment operations of the Fund, the Adviser is
responsible for (i) the compensation of any of the Trust's trustees,
officers, and employees who are affiliates of the Adviser (except for the
salary or other compensation of the Chief Compliance Officer ("CCO") of
the Trust, who may be an affiliate of the Adviser, as to which that
portion of such compensation and related costs allocable to his or her
duties as the CCO of the Trust will be reimbursed by the Trust to Adviser
as determined by the Board of Trustees of the Trust, (ii) the expenses of
printing and distributing the Fund's prospectuses, statements of
additional information, and sales and advertising materials (but not the
legal, auditing or accounting fees attendant thereto) to prospective
investors (but not to existing shareholders), and (iii) providing office
space and equipment reasonably necessary for the investment operations of
the Funds.
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(b) Each Fund is responsible for and has assumed the obligation for
payment of all of its expenses, other than as stated in Section 4(a)
hereof, including but not limited to: fees and expenses incurred in
connection with the issuance, registration and transfer of its shares;
brokerage and commission expenses; all expenses of transfer, receipt,
safekeeping, servicing and accounting for the cash, securities and other
property of the Fund including all fees and expenses of its custodian,
shareholder services agent and accounting services agent; interest charges
on any borrowings; costs and expenses of pricing and calculating its daily
net asset value and of maintaining its books of account required under the
1940 Act; taxes, if any; expenditures in connection with meetings of the
Fund's shareholders that the Board of Trustees determines are properly
payable by the Fund; expenditures in connection with the meeting of the
Board of Trustees' salaries and expenses of officers and fees and expenses
of members of the Trust's Board of Trustees or members of any advisory
board or committee who are not members of, affiliated with or interested
persons of the Adviser (except as otherwise provided in Section 4(a)
hereof with respect to the CCO's compensation and related costs);
insurance premiums on property or personnel of a Fund which inure to its
benefit or the benefit of its Officers and Trustees with respect to their
Fund-related activities, including liability and fidelity bond insurance;
the cost of preparing and printing reports, proxy statements, prospectuses
and statements of additional information of a Fund or other communications
for distribution to existing shareholders; legal, auditing and accounting
fees; trade association dues; fees and expenses (including legal fees) of
registering and maintaining registration of its shares for sale under
federal and applicable state and foreign securities laws; all expenses of
maintaining and servicing shareholder accounts, including all charges for
transfer, shareholder recordkeeping, dividend disbursing, redemption, and
other agents for the benefit of the Fund, if any; all administrative
services not specifically made part of the Adviser's investment
responsibilities hereunder; and all other charges and costs of its
operation plus any extraordinary and non-recurring expenses, except as
herein otherwise prescribed.
(c) In the execution of its duties under this Agreement, the Adviser
is entitled to reimbursement of actual costs incurred by the Adviser for
expenses which are otherwise the obligation of the Funds. The Funds shall
promptly reimburse the Adviser for such costs and expenses, except to the
extent the Adviser has otherwise agreed to bear such expenses.
5. Compensation.
(a) The Fund shall pay to the Adviser, and the Adviser agrees to
accept, as full compensation for all specifically identified
administrative services and investment management and advisory services
furnished or provided to a Fund pursuant to this Agreement, a management
fee as set forth in on Schedule A attached hereto, as may be amended in
writing from time to time by the Trust and the Adviser.
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(b) The management fee shall be accrued daily by each Fund and paid
to the Adviser on the first business day of the succeeding month.
(c) The initial fee under this Agreement shall be payable on the
first business day of the first month following the effective date of this
Agreement and shall be prorated as set forth below. If this Agreement is
terminated prior to the end of any month, the fee to the Adviser shall be
prorated for the portion of any month in which this Agreement is in effect
which is not a complete month according to the proportion which the number
of calendar days in the month during which the Agreement is in effect
bears to the number of calendar days in the month, and shall be payable
within ten (10) days after the date of termination.
(d) The Adviser may voluntarily reduce any portion of the
compensation or reimbursement of expenses due to it pursuant to this
Agreement and may agree to make payments to limit the expenses that are
the responsibility of a Fund under this Agreement. Except as the Adviser
may otherwise agree with respect to the Fund, any such reduction or
payment shall be applicable only to such specific reduction or payment and
shall not constitute an agreement to reduce any future compensation or
reimbursement due to the Adviser hereunder or to continue future payments.
Any fee withheld pursuant to this paragraph 5(d) from the Adviser may be
reimbursed by a Fund to the Adviser anytime in the three fiscal years next
succeeding the fiscal year of the withholding if the following conditions
are met: (i) the reimbursement does not cause the Fund to exceed any
applicable expense limit; (ii) the effect of the reimbursement is measured
after all ordinary operating expenses are calculated; and (iii) the Board
of Trustees approves the reimbursement as being not inconsistent with the
best interests of shareholders.
6. Notice of Certain Events.
(a) The Adviser agrees that, if legally permitted, it shall immediately
notify the Board of Trustees in the event (i) that the SEC or any state has
censured the Adviser; placed limitations upon its activities, functions or
operations; suspended or revoked its registration as an investment adviser; or
has commenced proceedings or an investigation that may result in any of these
actions, and (ii) upon having a reasonable basis for believing that any Fund has
ceased to qualify or might not qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code. The Adviser further agrees to notify
the Board of Trustees immediately of any material fact known to the Adviser that
is not contained in the Registration Statement or prospectus for the Trust that
relates to the Adviser or any Fund, or any amendment or supplement thereto, or
of any statement contained therein that becomes untrue in any material respect.
7. Independent Contractor. The Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, unless otherwise expressly
provided herein or authorized by the Trust from time to time, have no authority
to act for or represent the Trust in any way or otherwise be deemed its agent.
The Adviser understands that unless expressly provided herein or authorized from
time to time by the Trust, the Adviser shall have no authority to act for or
represent the Trust in any way or otherwise be deemed the Trust's agent.
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8. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Adviser hereby agrees that all records which it
maintains for the Funds are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's or the
Trust's request, although the Adviser may, at its own expense, make and retain a
copy of such records. The Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records that the Adviser
maintains and to preserve the records required by Rule 204-2 under the Advisers
Act for the period specified in that Rule.
9. Cooperation. Each party to this Agreement agrees to cooperate with each
other party and with all appropriate governmental authorities having the
requisite jurisdiction (including, but not limited to, the SEC) in connection
with any investigation or inquiry relating to this Agreement, the Trust or the
Funds.
10. Services Not Exclusive. It is expressly understood and agreed that the
services to be rendered by the Adviser to the Funds are not exclusive, and
nothing in this Agreement shall prevent the Adviser (or its affiliates) from
providing similar or different services to other clients (whether or not their
investment objectives and policies are similar to those of the Funds) or from
engaging in other activities so long as its ability to render the services
provided for in this Agreement shall not be impaired thereby. The Trust's
employment of the Adviser is not an exclusive arrangement, and the Trust may
from time to time employ other individuals or entities to furnish it with the
services provided for herein.
11. Adviser's Liability and Indemnification.
(a) The Adviser shall have responsibility for the accuracy and
completeness (and liability for the lack thereof) of the statements in the
Fund's offering materials (including the prospectus, the statement of
additional information, advertising and sales materials), except for
information supplied by the Trust or another third party for inclusion
therein.
(b) The Adviser shall be liable to the Fund for any loss (including
brokerage charges) incurred by the Fund as a result of any improper
investment made by the Adviser.
(c) Except as provided in Section 11(b) hereof and as may otherwise
be required by the 1940 Act or other applicable law, the Trust agrees that
the Adviser, any affiliated person of the Adviser, and each person, if
any, who, within the meaning of Section 15 of the Securities Act of 1933
(the "1933 Act") controls the Adviser shall not be liable to the Trust, or
any Fund or any shareholder of any Fund, for, or subject to any damages,
expenses, or losses in connection with, any act or omission connected with
or arising out of any services rendered under this Agreement (including
any losses that may be sustained in the purchase, holding or sale of any
security by the Funds), except by reason of willful misfeasance, bad faith
or gross negligence in the performance of the Adviser's duties, or by
reason of reckless disregard of the Adviser's obligations and duties under
this Agreement.
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(d) The Adviser agrees to reimburse the Trust for any and all costs,
expenses, and counsel and Trustees' fees reasonably incurred by the Trust
in the preparation, printing and distribution of proxy statements,
amendments to its Registration Statement, holdings of meetings of its
shareholders or Trustees, the conduct of factual investigations, any legal
or administrative proceedings (including any applications for exemptions
or determinations by the Securities and Exchange Commission) which the
Trust incurs as the result of action or inaction of the Adviser or any of
its partners where the action or inaction necessitating such expenditures
(i) is directly or indirectly related to any transactions or proposed
transaction in the interests or control of the Adviser or its affiliates
(or litigation related to any pending or proposed future transaction in
such interests or control) which shall have been undertaken without the
prior, express approval of the Trust's Board of Trustees; or (ii) is
within the sole control of the Adviser or any of its affiliates or any of
their officers, partners, employees, or agents. So long as this Agreement
is in effect, the Adviser shall pay to the Trust the amount due for
expenses subject to this subparagraph 11(b) within thirty (30) days after
a ▇▇▇▇ or statement has been received from the Trust therefore. This
provision shall not be deemed to be a waiver of any claim which the Trust
may have or may assert against the Adviser or others for costs, expenses,
or damages heretofore incurred by the Trust or for costs, expenses or
damages the Trust may hereafter incur which are not reimbursable to it
hereunder.
(e) No provision of this Agreement shall be construed to protect any
Trustee or officer of the Trust, or partner or officer of the Adviser,
from liability in violation of Sections 17(h) and (i) of the 1940 Act.
12. Best Efforts and Judgment. The Adviser shall use its best judgment and
efforts in rendering the advice and, services to a Fund as contemplated by this
Agreement.
13. Adviser's Personnel. The Adviser shall, at its own expense (except as
may be otherwise provided in Section 4(a) hereof), maintain such staff and
employ or retain such personnel and consult with such other persons as it shall
from time to time determine to be necessary to the performance of its
obligations under this Agreement. Without limiting the generality of the
foregoing, the staff and personnel of the Adviser shall be deemed to include
persons employed or retained by the Adviser to furnish statistical information,
research, and other factual information, advice regarding economic factors and
trends, information with respect to technical and scientific developments, and
such other information, advice and assistance as the Adviser or the Trust's
Board of Trustees may desire and reasonably request.
14. Reports by Fund to Adviser. Each Fund from time to time will furnish
to the Adviser detailed statements of its investments and assets, and
information as to its investment objective and needs, and will make available to
the Adviser such financial reports, proxy statements, legal and other
information relating to the Fund's investments as may be in its possession or
available to it, together with such other information as the Adviser may
reasonably request.
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15. Duration and Termination.
(a) This Agreement shall take effect with respect to each Fund as of May
12, 2006 or, if later, as of the date set forth next to such Fund's name on
Schedule A hereto, and shall remain in effect for two years from such date, and
continue thereafter on an annual basis with respect to such Fund; provided that
such annual continuance is specifically approved at least annually (a) by the
vote of a majority of the entire Board of Trustees of the Trust, or (b) by the
vote of a majority of the outstanding voting securities (as such term is defined
in the ▇▇▇▇ ▇▇▇) of such Fund, and provided that continuance is also approved by
the vote of a majority of the members of the Board of Trustees of the Trust who
are not parties to this Agreement or "interested persons" (as such term is
defined in the ▇▇▇▇ ▇▇▇) of the Trust, the Trust, or the Adviser, cast in person
at a meeting called for the purpose of voting on such approval. This Agreement
may not be materially amended with respect to a Fund without the vote of a
majority of the outstanding voting securities (as such term is defined in the
▇▇▇▇ ▇▇▇) of such Fund, except to the extent permitted by any exemption or
exemptions that may be granted upon application made to the SEC or by any
applicable SEC rule or No-Action precedent. This Agreement may be terminated:
(i) by the Trust at any time with respect to the services provided
by the Adviser, without the payment of any penalty, by vote of a majority
of the entire Board of Trustees of the Trust or by vote of a majority of
the outstanding voting securities (as such term is defined in the ▇▇▇▇
▇▇▇) of the Trust or, with respect to a particular Fund, by vote of a
majority of the outstanding voting securities of that Fund, on 60 days'
written notice to the Adviser;
(ii) by the Adviser at any time, without the payment of any penalty,
upon 60 days' written notice to the Trust;
(iii) by the Trust at any time, without the payment of any penalty,
upon 60 days' written notice to the Adviser.
However, any approval of this Agreement by the holders of a majority of
the outstanding voting securities (as such term is defined in the ▇▇▇▇ ▇▇▇) of a
particular Fund shall be effective to continue this Agreement with respect to
that Fund notwithstanding (a) that this Agreement has not been approved by the
holders of a majority of the outstanding voting securities of any other Fund or
other series of the Trust or (b) that this Agreement has not been approved by
the vote of a majority of the outstanding voting securities of the Trust, unless
such approval shall be required by any other applicable law or otherwise. This
Agreement will terminate automatically with respect to the services provided by
the Adviser in the event of its assignment, as that term is defined in the 1940
Act, by the Adviser, or upon the termination of the Investment Advisory
Agreement.
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(b) The Trust and Adviser will cooperate with each other to ensure that
portfolio or other transactions in progress at the date of termination of this
Agreement shall be completed in accordance with the terms of such transactions,
and to this end each party shall provide the other party with all reasonably
necessary information and documentation to secure the implementation thereof.
16. [Intentionally Omitted]
17. Trading in Fund Shares. The Adviser agrees that neither it nor any of
its partners, officers or employees shall take any short position in the shares
of the Fund. This prohibition shall not prevent the purchase of such shares by
any of the officers and partners or bona fide employees of the Adviser or any
trust, pension, profit-sharing or other benefit plan for such persons or
affiliates thereof, at a price not less than the net asset value thereof at the
time of purchase, as allowed pursuant to rules promulgated under the 1940 Act.
18. Conflicts with Trust's Governing Documents and Applicable Laws.
Nothing herein contained shall be deemed to require the Trust or any Fund to
take any action contrary to the Trust's Agreement and Declaration of Trust,
By-Laws, or any applicable statute or regulation, or to relieve or deprive the
Board of Trustees of the Trust of its responsibility for and control of the
conduct of the affairs of the Trust and the Fund.
19. Miscellaneous.
(a) This Agreement shall be governed by the laws of the State of
California without giving effect to the conflict of laws principles thereof,
provided that nothing herein shall be construed to preempt, or to be
inconsistent with, any federal law, regulation, order or rule, including the
1940 Act and the Advisers Act and any rules, regulations or orders of the SEC
promulgated thereunder.
(b) The captions of this Agreement are included for convenience only and
in no way define or limit any of the provisions hereof or otherwise affect their
construction or effect.
(c) This Agreement embodies the entire agreement and understanding between
the parties hereto, and supersedes all prior agreements and understandings
relating to the subject matter hereof. If any provisions of this Agreement shall
be held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby, and to this extent,
the provisions of this Agreement shall be deemed to be severable. To the extent
that any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise with regard to any party hereunder, such
provisions with respect to other parties hereto shall not be affected thereby.
[The remainder of this page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below on the day and year first above
written.
CALIFORNIA INVESTMENT TRUST CCM PARTNERS
a Delaware statutory trust a California limited partnership
By: By:
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▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ RFS Partners,
Treasurer its General Partner
By:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Inc.,
its General Partner
By:_________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Co-trustee of ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ Trust, Sole
Shareholder of ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, Inc.
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Schedule A
FEE SCHEDULE
Each Fund shall pay to the Adviser, as full compensation for all specifically
identified administrative and investment management and advisory services
furnished or provided to that Fund, pursuant to the Investment Advisory
Agreement, a management fee based upon the Fund's average daily net assets at
the following per annum rates:
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California Tax-Free Income Fund 0.50% of the value of the average
daily net assets up to and
including assets of $100 million;
plus 0.45% of the average daily
net assets over $100 million up to
and including $500 million; plus
0.40% of the average daily net
assets over $500 million.
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California Insured Intermediate Fund 0.50% of the value of the average
daily net assets up to and
including assets of $100 million;
plus 0.45% of the average daily
net assets over $100 million up to
and including $500 million; plus
0.40% of the average daily net
assets over $500 million.
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California Tax-Free Money Market Fund 0.50% of the value of the average
daily net assets up to and
including assets of $100 million;
plus 0.45% of the average daily
net assets over $100 million up to
and including $500 million; plus
0.40% of the average daily net
assets over $500 million.
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U.S. Government Securities Fund 0.50% of the value of the average
daily net assets up to and
including assets of $100 million;
plus 0.45% of the average daily
net assets over $100 million up to
and including $500 million; plus
0.40% of the average daily net
assets over $500 million.
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The United States Treasury Trust 0.50% of the value of the average
daily net assets up to and
including assets of $100 million;
plus 0.45% of the average daily
net assets over $100 million up to
and including $500 million; plus
0.40% of the average daily net
assets over $500 million.
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Short-Term U.S. Government Bond Fund 0.50% of the value of the average
daily net assets up to and
including assets of $500 million;
plus 0.45% of the average daily
net assets over $500 million up to
and including $1 billion; plus
0.40% of the average daily net
assets over $1 billion.
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S&P 500 Index Fund 0.25% of the value of the
average daily net assets.
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S&P MidCap Index Fund 0.40% of the value of the
average daily net assets.
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S&P SmallCap Index Fund 0.50% of the value of the
average daily net assets up to
and including assets of $500
million; plus 0.45% of the
average daily net assets over
$500 million up to and
including $1 billion; plus
0.40% of the average daily net
assets over $1 billion.
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NASDAQ-100 Index Fund 0.50% of the value of the
average daily net assets up to
and including assets of $500
million; plus 0.45% of the
average daily net assets over
$500 million up to and
including $1 billion; plus
0.40% of the average daily net
assets over $1 billion.
--------------------------------------------------------------------------------
European Growth & Income Fund 0.85% of the value of the
average daily net assets.
--------------------------------------------------------------------------------
Equity Income Fund 0.50% of the value of the
average daily net assets up to
and including assets of $500
million; plus 0.45% of the
average daily net assets over
$500 million up to and
including $1 billion; plus
0.40% of the average daily net
assets over $1 billion.
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FEE LIMITATIONS
California Investment Trust Funds: To the extent that the gross operating costs
and expenses of each of the following Funds (excluding any extraordinary
expenses, such as litigation) exceed 1.00% (or 1.50% for Class K shares) of that
Fund's average daily net asset value for any one fiscal year, the Adviser shall
reimburse that Fund for the amount of such excess expenses:
U.S. Government Securities Fund
The United States Treasury Trust
Short-Term U.S.Government Bond Fund
S&P 500 Index Fund
S&P MidCap Index Fund
S&P SmallCap Index Fund
NASDAQ-100 Index Fund
European Growth & Income Fund
Equity Income Fund
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