SCM Trust Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • April 29th, 2014 • Shelton Greater China Fund • Minnesota

THIS AGREEMENT is made and entered into as of this 17th day of May, 2013, by and between SHELTON GREATER CHINA FUND, a Massachusetts business trust (the "Trust"), acting for and on behalf of each series as are currently authorized and issued by the Trust, if any, or may be authorized and issued by the Trust subsequent to the date of this Agreement, if any (each a "Fund" and collectively the "Funds") and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the "Custodian").

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CUSTODIAN AGREEMENT
Custodian Agreement • September 22nd, 2011 • Shelton Greater China Fund • New York

THIS AGREEMENT, dated as of October 1, 2004, between TAIWAN GREATER CHINA FUND, a business trust organized under the laws of the State of Massachusetts and registered with the United States Securities and Exchange Commission under the 1940 Act (the “Fund”), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (“BBH&Co.” or the “Custodian”).

AMONG
Investment Contract • February 28th, 2001 • R O C Taiwan Fund • New York
AMENDED AND RESTATED FUND SERVICES AGREEMENT between SHELTON FUNDS and SCM TRUST and
Fund Services Agreement • November 21st, 2019 • SCM Trust • Nebraska

THIS AMENDED AND RESTATED FUND SERVICES AGREEMENT (this "Agreement") dated the 1st day of September, 2019 (the "Effective Date"), by and between SHELTON FUNDS, a statutory trust organized under the laws of the State of Delaware having its principal office and place of business at 1875 Lawrence Street, Suite 300, Denver, Colorado 80202 (the "Shelton Funds"), SCM TRUST, a statutory trust organized under the laws of the State of Massachusetts having its principal office and place of business at 1050 17th Street, Suite 1710, Denver, Colorado 80265 ("SCM"; and together with the Shelton Funds, the "Fund Family" and each a "Trust"), and GEMINI FUND SERVICES, LLC, a Nebraska limited liability company having its principal office and place of business at 17645 Wright Street, Suite 200, Omaha, Nebraska 68130 ("GFS"). For convenience of drafting, the term "Trust" when used herein shall refer to each of the Trusts in its separate legal capacity with the effect that any obligation of a "Trust" will

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 13th, 2018 • SCM Trust • Colorado

THIS INVESTMENT ADVISORY AGREEMENT is made this 10/11/2016 (this "Agreement"), by and between SCM Trust, a Massachusetts statutory trust (the "Trust"), on behalf of the series of the Trust identified herein, and CCM Partners, dba Shelton Capital Management, a limited partnership organized and existing under the laws of the State of California (the "Advisor").

AND CODE OF ETHICS (Revised August 2010)
Code of Ethics • August 4th, 2011 • Shelton Greater China Fund
EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 28th, 2017 • SCM Trust • Massachusetts

This Expense Limitation Agreement (this "Agreement") is by and between CCM Partners, LLP, dba Shelton Capital Management (the "Advisor") and SCM Trust (the "Trust"), on behalf of each series of the Trust (each, a "Fund," and, collectively, the "Funds").

NIKKO ASSET MANAGEMENT CO., LTD. DISCRETIONARY INVESTMENT MANAGEMENT AGREEMENT
Discretionary Investment Management Agreement • August 4th, 2011 • Shelton Greater China Fund • New York

THIS AGREEMENT (this “Agreement”), is made and entered into as of June 9, 2011, and shall be effective as of June 12, 2011, by and between CCM Partners, L.P., a company incorporated and existing under the laws of California whose principal place of business is at 44 Montgomery Street, Suite 2100, San Francisco, California (“you” or the “Investment Adviser”), and Nikko Asset Management Co., Ltd., a company incorporated and existing under the laws of Japan whose registered office is at 9-7-1 Akasaka, Minato-ku, Tokyo, 107-6242, Japan (“we,” “us,” “our” or the “Sub-Adviser”).

SCM TRUST AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • March 13th, 2018 • SCM Trust • Delaware

THIS AGREEMENT is made as of February 8, 2018, between SCM Trust (the “Trust”) a Massachusetts business trust, and RFS Partners, LP (the “Distributor”), a California limited partnership!

TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT
Transfer Agency and Registrar Services Agreement • July 15th, 2008 • Taiwan Greater China Fund • New York

This Transfer Agency and Registrar Services Agreement (the “Agreement”), dated as of February 6, 2006 is between Taiwan Greater China Fund, a Massachusetts business trust (the “Company”) and American Stock Transfer & Trust Company, a New York corporation (“AST”).

TRANSFER AGENT INTERACTIVE CLIENT SERVICES AGREEMENT
Transfer Agent Interactive Client Services Agreement • August 4th, 2011 • Shelton Greater China Fund • Colorado

AGREEMENT made this 3rd day of December, 2004, (the “Effective Date”) between California Investment Trust and California Investment Trust II, two trusts established under the laws of the State of Massachusetts (collectively the “Funds”) and ALPS Mutual Funds Services, Inc., a Colorado corporation having its principal office at 1625 Broadway, Suite 2200, Denver, Colorado 80202 (“ALPS”). ALPS and the Funds are collectively referred to herein as the “Parties” and individually as the “Party”.

SCM TRUST FORM OF EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 27th, 2016 • SCM Trust • Massachusetts

This Expense Limitation Agreement (this “Agreement”) is by and between CCM Patners, LLP, dba Shelton Capital Management (the “Advisor”) and SCM Trust (the “Trust”), on behalf of each series of the Trust set forth in Schedule A attached hereto (each, a “Fund,” and, collectively, the “Funds”).

SCM TRUST INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 21st, 2019 • SCM Trust • Delaware

This Investment Advisory Agreement (the “Agreement”) is made and entered into as of this ___ day of ___________, 201_, by and between CCM Partners, LP, a California limited partnership d/b/a Shelton Capital Management (the “Adviser”), and SCM Trust, a Massachusetts business trust (the “Trust”), regarding the Funds listed in Appendix A (each, a “Fund” or together, the “Funds”)).

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • July 15th, 2008 • Taiwan Greater China Fund • New York

Agreement, dated as of October 1, 2007 between the TAIWAN GREATER CHINA FUND, a Massachusetts business trust (the “Fund”), and NANKING ROAD CAPITAL MANAGEMENT, LLC, a limited liability company organized under the laws of the State of Connecticut and registered as an investment adviser with the Securities and Exchange Commission (the “Investment Manager”).

ADMINISTRATIVE AND FUND ACCOUNTING AGENCY AGREEMENT
Administrative and Fund Accounting Agency Agreement • July 15th, 2008 • Taiwan Greater China Fund • New York

THIS AGREEMENT is made as of October 1, 2004 by and between BROWN BROTHERS HARRIMAN & CO., a limited partnership organized under the laws of the State of New York (the “Administrator”), and TAIWAN GREATER CHINA FUND on behalf of itself (the “Fund”).

Sub-Item 77Q1(e)1: Management Agreement between Registrant and the Manager
Management Agreement • August 29th, 2011 • Shelton Greater China Fund

Submission of the Management Agreement between the Registrant and CCM Partners, L.P. (the “Manager”) dated May 27, 2011, is incorporated by reference to item (d)(1) of Post-Effective Amendment No. [__] to the Registration Statement filed on Form N-1A on August 4, 2011.

FORM OF AMENDMENT NO. 1 TO AMENDED AND RESTATED FUND SERVICES AGREEMENT
Fund Services Agreement • April 30th, 2020 • SCM Trust

This Amendment No. 1 dated , 2020 (the “Amendment”) to the Amended and Restated Fund Services Agreement dated September 1, 2019 (the “Fund Services Agreement”), is entered into by and between SCM Trust, a Massachusetts business trust; Shelton Funds, a Delaware statutory trust (SCM Trust and Shelton Funds collectively, the “Trusts”); and Gemini Fund Services, LLC, a Nebraska limited liability company (“Gemini”).

FUND ACCOUNTING AND SERVICES AGREEMENT
Fund Accounting and Services Agreement • August 4th, 2011 • Shelton Greater China Fund • Colorado

Fund Accounting and Services Agreement (the “Agreement”) made this 3rd) day of December, 2004, between California Investment Trust and California Investment Trust II, two trusts, established under the laws of the State of Massachusetts (collectively the “Trust”) and ALPS Mutual Funds Services, Inc., a Colorado corporation having its principal office at 1625 Broadway, Suite 2200, Denver, Colorado 80202 (the “Agent”).

First Amendment to the Fund Accounting and Services Agreement Dated December 3, 2004, by and among California Investment Trust and California Investment Trust II and ALPS Mutual Funds Services, Inc.
Fund Accounting and Services Agreement • August 4th, 2011 • Shelton Greater China Fund • Colorado

THIS AMENDMENT is made as of September 1, 2006, by and between CALIFORNIA INVESTMENT TRUST AND CALIFORNIA INVESTMENT TRUST II, (individually a “Trust” and collectively the “Trusts”) and ALPS MUTUAL FUNDS SERVICES, INC. (“ALPS”).

SHELTON GREATER CHINA FUND RESTATED FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • September 22nd, 2011 • Shelton Greater China Fund • California

THIS AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is made and entered into as of this , 2011, by and between Shelton Greater China Fund, a Massachusetts business trust (hereinafter referred to as the “Trust”) and CCM Partners, L.P., a limited partnership organized under the laws of the State of California (hereinafter referred to as “CCM”).

BLUE SKY SERVICES AGREEMENT
Blue Sky Services Agreement • August 4th, 2011 • Shelton Greater China Fund • Colorado

Blue Sky Services Agreement (the “Agreement”) made this 3rd of December, 2004, between California Investment Trust and. California Investment Trust II two Funds established under the laws of the State of Massachusetts (collectively the “Funds”) and ALPS Mutual Funds Services, Inc., a Colorado corporation having its principal office at 1625 Broadway, Suite 2200, Denver, Colorado 80202 (the “Blue Sky Agent”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • November 21st, 2019 • SCM Trust • Colorado

This Investment Sub-Advisory Agreement (the “Agreement”) is made and entered into as of this ___ day of ___________, 2020, by and between ICON Advisers, Inc., a Colorado corporation (the “Sub-Adviser”), CCM Partners, LP, a California limited partnership d/b/a Shelton Capital Management (the “Adviser”) and SCM Trust, a Massachusetts business trust (the “Trust”), regarding the Funds listed in Appendix A (each, a “Fund” or together, the “Funds”)).

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MANAGEMENT AGREEMENT
Management Agreement • August 4th, 2011 • Shelton Greater China Fund • California

THIS MANAGEMENT AGREEMENT (the “Agreement”) is made as of May 27, 2011, and shall be effective as of June 12, 2011, by and between The Taiwan Greater China Trust, a Massachusetts business trust (the “Trust”), and CCM PARTNERS, a limited partnership organized and existing under the laws of the State of California (the “Manager”).

First Amendment to the Blue Sky Agreement Dated December 3, 2004, by and among California Investment Trust and California Investment Trust II and ALPS Mutual Funds Services, Inc.
Blue Sky Services Agreement • August 4th, 2011 • Shelton Greater China Fund • Colorado

THIS AMENDMENT is made as of September 1, 2006, by and between CALIFORNIA INVESTMENT TRUST AND CALIFORNIA INVESTMENT TRUST II, (individually a “Fund” and collectively the “Funds”) and ALPS MUTUAL FUNDS SERVICES, INC. (“ALPS”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Services Agreement • August 4th, 2011 • Shelton Greater China Fund • Colorado

Transfer Agency and Services Agreement (the “Agreement”) made this 3rd day of December, 2004, between California Investment Trust and California Investment Trust II, two trusts established under the laws of the State of Massachusetts (collectively the “Trusts”) and ALPS Mutual Funds Services, Inc., a Colorado corporation having its principal office at 1625 Broadway, Suite 2200, Denver, Colorado 80202 (the “Transfer Agent”).

SCM TRUST AMENDMEMT NO. 2 TO AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • January 28th, 2021 • SCM Trust

THIS AMENDMENT dated as of November 12, 2020 (this “Amendment”) to the Amended and Restated Distribution Agreement dated as of February 8, 2018, as amended by Amendment No. 1 November 12, 2020 (the “Agreement”), is entered into by and between SCM TRUST, a Massachusetts business trust, (the “Trust”) and RFS PARTNERS, LP, a California limited partnership (the “Distributor”).

First Amendment to the Transfer Agent Interactive Client Services Agreement Dated December 3, 2004, by and among California Investment Trust and California Investment Trust II and ALPS Mutual Funds Services, Inc.
Transfer Agent Interactive Client Services Agreement • August 4th, 2011 • Shelton Greater China Fund • Colorado

THIS AMENDMENT is made as of September 1, 2006, by and between CALIFORNIA INVESTMENT TRUST AND CALIFORNIA INVESTMENT TRUST II, two trusts established as Massachusetts business trusts (individually a “Trust” and collectively the “Trusts”) and ALPS MUTUAL FUNDS SERVICES Inc., a corporation organized under the laws of the State of Colorado, (“ALPS”).

SHELTON GREATER CHINA FUND RESTATED FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • July 13th, 2020 • SCM Trust • California

THIS AGREEMENT (as amended, supplemented or restated from time to time, this "Agreement") is made and entered into as of this September 22, 2011, by and between Shelton Greater China Fund, a Massachusetts 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").

FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • April 28th, 2017 • SCM Trust

THIS FIRST AMENDMENT dated as of August 19, 2016 to the Custody Agreement, dated as of May 17, 2013, (the "Agreement"), is entered into by and between SCM TRUST, f/k/a the SHELTON GREATER CHINA FUND, a Massachusetts business trust, (the "Trust") and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the. "Custodian'').

SCM TRUST SECOND AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • March 13th, 2018 • SCM Trust

THIS AMENDMENT dated as of December 12, 2017 to the Custody Agreement dated as of May 17,2013, (the “Agreement”), is entered into by and between SCM TRUST, a Massachusetts business trust, (the “Trust”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Custodian”).

CUSTODIAN AGREEMENT
Custodian Agreement • July 15th, 2008 • Taiwan Greater China Fund • New York

THIS AGREEMENT, dated as of October 1, 2004, between TAIWAN GREATER CHINA FUND, a business trust organized under the laws of the State of Massachusetts and registered with the United States Securities and Exchange Commission under the 1940 Act (the “Fund”), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (“BBH&Co.” or the “Custodian”).

AMENDMENT NO. 2 TO ADVISORY AGREEMENT
Advisory Agreement • April 29th, 2024 • SCM Trust

WHEREAS, SCM Trust, a Massachusetts statutory trust (the “Trust”) and CCM Partners, LP a California limited partnership d/b/a Shelton Capital Management (the “Adviser”), are parties to that certain Investment Advisory Agreement dated October 11, 2016, as amended (the “Agreement”); and

COMPLIANCE ADMINISTRATION AGREEMENT
Compliance Administration Agreement • July 15th, 2008 • Taiwan Greater China Fund • New York

THIS AGREEMENT is made as of October 1, 2004 by and between BROWN BROTHERS HARRIMAN & CO., a limited partnership organized under the laws of the State of New York (“BBH&Co.” or the “Compliance Administrator”) and TAIWAN GREATER CHINA FUND (the “Fund”).

SHELTON GREATER CHINA FUND San Francisco, California 94104
Underwriting Agreement • August 4th, 2011 • Shelton Greater China Fund • New York

We are a Massachusetts business trust operating as an open-end management investment company (hereinafter referred to as the "Trust"). As such, the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), and its shares are registered under the Securities Act of 1933, as amended (the "1933 Act"). Each series of shares of beneficial interest (each, a "Fund" and collectively, the "Funds") authorized for issuance by the Trust are listed in Appendix "A" hereto, as such Appendix may be amended from time to time. Each series constitutes a distinct and separate investment portfolio for shareholders of such shares. The terms of this Agreement shall apply equal force to each Fund. We desire to offer and sell shares of beneficial interest of the Funds (the "Shares") to the public in accordance with the applicable federal and state securities laws.

SCM TRUST FORM OF AMENDMEMT NO. 1 TO AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • April 30th, 2020 • SCM Trust

THIS AMENDMENT dated as of , 2020 (this “Amendment”) to the Amended and Restated Distribution Agreement dated as of February 8, 2018, (the “Agreement”), is entered into by and between SCM TRUST, a Massachusetts business trust, (the “Trust”) and RFS PARTNERS, LP, a California limited partnership (the “Distributor”).

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