CALIFORNIA INVESTMENT TRUST II
SHAREHOLDER SERVICING PLAN
(Non-Rule 12b-1 Plan)
THIS SHAREHOLDER SERVICING PLAN (this "Plan") is made as of August 12, 2003
by and between California Investment Trust II (the "Trust"), a Massachusetts
business trust, and CCM Partners (the "Adviser"), a California limited
partnership.
RECITALS
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Class K shares (the "Class") of certain series of the Trust
listed on EXHIBIT A hereto (the "Funds") wish to retain the Adviser to
coordinate the provision of services to shareholders of the Class, either by the
Adviser directly or by broker-dealers, retirement plan administrators and other
shareholder service providers (collectively, "Service Providers"), and the
Adviser is willing to furnish those services and to arrange for the provision of
those services, subject to the supervision of the Board of Trustees of the
Trust.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed among the parties hereto as follows:
1. APPOINTMENT. The Class hereby appoints the Adviser as the "Services
Coordinator" for the provision of those shareholder services specified in
Section 2 to all shareholders of the Class, some of whom may be clients of the
Service Providers. The Adviser accepts that appointment and agrees to furnish
through its own organization, or through the Service Providers, as the case may
be, those shareholder services in return for compensation as provided in Section
6 of this Plan. The Adviser agrees that the shareholder services required to be
furnished hereunder shall be furnished in compliance with all relevant
provisions of state and federal law, and in compliance with all applicable rules
and regulations of all relevant regulatory agencies, including, without
limitation, the 1940 Act, the Securities Exchange Act of 1934, as amended (the
"1934 Act"), the applicable rules and regulations promulgated thereunder, and
the Conduct Rules of the National Association of Securities Dealers, Inc.
2. SERVICES AND RESPONSIBILITIES ON A CONTINUING BASIS. The Adviser will
arrange for the provision of the following shareholder services on a regular
basis, which shall be daily, weekly or as otherwise appropriate, unless
otherwise specified by the Funds:
(a) responding to shareholder inquiries;
(b) processing purchases and redemptions of shares of the Class, including
reinvestment of dividends;
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(c) assisting shareholders in changing dividend options, account
designations and addresses;
(d) transmitting proxy statements, annual reports, prospectuses and other
correspondence from the Funds to shareholders (including, upon
request, copies, but not originals, of regular correspondence,
confirmations or regular statements of account) where such
shareholders hold shares of the Class registered in the name of the
Adviser, a Service Provider, or their nominees; and
(e) providing such other information and assistance to shareholders as may
be reasonably requested by shareholders.
The Adviser and the Service Providers are under no obligation to, and shall not,
provide pursuant to this Plan any services with respect to the sale or
distribution of shares of the Class.
3. STANDARD OF CARE. The Adviser and the Service Providers shall be under
no duty to take any action on behalf of the Class except as specifically set
forth herein or as may be specifically agreed to by the Adviser or the Service
Providers with the Class in writing. In the performance of the duties hereunder,
the Adviser and the Service Providers shall be obligated to exercise due care
and diligence and to act in good faith and to use their best efforts. Agreements
with the Service Providers shall provide for at least the same standard of care,
indemnification coverage, confidentiality, requirements for use of information
about the Funds, and other material requirements to which the Adviser is subject
under this Plan. Without limiting the generality of the foregoing or of any
other provision of this Plan, neither the Adviser nor any Service Provider shall
be liable for delays or errors or loss of data because of acts of war or
terrorism, national emergencies or catastrophes directly affecting the Adviser
or any Service Provider, but not because of power failures or other
contingencies that typically are addressed by contingency or emergency plans
meeting industry standards.
4. CONFIDENTIALITY. The Adviser agrees, on behalf of itself and its
employees, to treat confidentially all records and other information about the
Class, the Trust and all prior, present or potential shareholders of the Class.
This confidential information may be disclosed only after prior notification to,
and approval in writing of release of information by, the Class. That approval
shall not be unreasonably withheld nor may it be withheld where the Adviser or a
Service Provider 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 Funds.
5. INDEPENDENT CONTRACTOR. The Adviser shall, for all purposes herein, be
deemed to be an independent contractor, and the Adviser and the Service
Providers shall, unless otherwise expressly provided and authorized to do so,
have no authority to act for or represent the Trust or the Class in any way, or
in any way be deemed an agent for the Trust or for the Class, except to the
limited extent expressly provided in this Plan. It is expressly understood and
agreed that the services to be rendered by the Adviser under the provisions of
this Plan are not to be deemed exclusive, and the Adviser shall be free to
render similar or different services to
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others so long as its ability to render the services provided for in this Plan
shall not be impaired materially thereby.
6. COMPENSATION. As compensation for the services rendered by, and
responsibilities assumed by, the Adviser during the term of this Plan, the Class
will pay to the Adviser a service fee not to exceed one-quarter of one percent
(0.25%) per annum of the average daily net asset value of the Class' shares. The
service fee shall be accrued daily by the Class and paid to the Adviser on a
monthly basis. The Funds also may enter into contracts directly with Service
Providers for shareholder services and pay compensation directly to those
Services Providers, but any compensation paid directly to Service Providers by
the Funds shall be included as service fees subject to the overall limitation
specified by this Section 6.
7. INDEMNIFICATION.
(a) The Funds agree to indemnify and hold harmless the Adviser and its
officers from all claims and liabilities (including, without limitation,
liabilities arising under the Securities Act of 1933, as amended (the "1933
Act"), the 1934 Act, the 1940 Act, and any state and foreign securities laws,
all as amended from time to time) and expenses, including (without limitation)
reasonable attorneys' fees and disbursements, arising directly or indirectly
from any action or thing which the Adviser takes or does or omits to take or do
(i) at the request or on the direction of or in reliance on the advice of the
Funds or (ii) upon written instructions from an officer of the Funds, provided
that the Adviser shall not be indemnified against any liability to the Funds or
to the Funds' shareholders (or any expenses incident to such liability) arising
out of the Adviser's or any Service Provider's own willful misfeasance, bad
faith, negligence or reckless disregard of its duties and obligations under this
Plan.
(b) The Adviser agrees to indemnify and hold harmless the Funds, the Trust
and their officers and Trustees from all claims and liabilities (including,
without limitation, liabilities arising under the 1933 Act, the 1934 Act, the
1940 Act, and any state and foreign securities laws, all as amended from time to
time) and expenses, including (without limitation) reasonable attorneys' fees
and disbursements, arising directly or indirectly from any action or thing which
the Adviser or any Service Provider takes or does or omits to take or do which
is in violation of this Plan, not in accordance with written instructions given
by an officer of the Trust, in violation of written procedures then in effect,
or arising out of the Adviser's or the Service Provider's own willful
misfeasance, bad faith, negligence or reckless disregard of the duties and
obligations under this Plan.
(c) The Adviser shall provide such security as is necessary to prevent
unauthorized use of any on-line computer facilities. The Adviser agrees to
release, indemnify and hold harmless the Trust and the Funds from any and all
direct or indirect liabilities or losses resulting from requests, directions,
actions or inactions of or by the Adviser or any Service Provider, its officers,
employees or agents regarding the redemption, transfer or registration of the
Funds' shares for accounts of shareholders or the Service Provider, its clients
and other shareholders. Principals of the Adviser will be available to consult
from time to time with officers of the Trust and the Trustees concerning
performance of the services contemplated by Section 2 of this Plan.
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8. FUND INFORMATION. No person is authorized to make any representations
concerning the Funds, shares of the Funds or shareholder services that are
inconsistent with the terms of this Plan. Neither the Adviser or any Service
Provider, nor any of their respective agents will use or distribute, or
authorize the use or distribution of, any statements other than those contained
in the Class' current prospectus or Statement of Additional Information or in
such current supplemental literature as may be authorized by the Funds.
9. DURATION AND TERMINATION. This Plan shall continue until termination by
the Class or the Adviser on 60 days' prior written notice to the other. The
Adviser's indemnification obligations under Section 7(b) shall survive the
termination of this Plan. All notices and other communications hereunder shall
be in writing.
10. AMENDMENTS. This Plan or any part hereof may be changed or waived only
by an instrument in writing signed by the party against which enforcement of
such charge or waiver is sought.
11. MISCELLANEOUS.
(a) This Plan embodies the entire agreement and understanding between the
parties hereto, and supersedes all prior agreements and understandings, relating
to the subject matter hereof.
(b) The captions in this Plan are included for convenience of reference
only and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.
(c) This Plan shall be governed by and construed in accordance with the
laws of the State of California as applicable to contracts between California
residents entered into and to be performed entirely within California.
(d) If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Plan shall not be
affected thereby.
(e) The Adviser acknowledges that it has received notice of and accepts the
limitations of the Funds' liability set forth in the Trust's Agreement and
Declaration of Trust. The Adviser agrees that the Funds' obligations under this
Plan shall be limited to the Funds and to their assets, and that neither the
Adviser nor any Service Provider shall seek satisfaction of any such obligation
from the shareholders of the Funds or from any trustee, officer, employee or
agent of the Trust or the Funds.
(f) This Plan shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors.
(g) This Plan may not be assigned without the mutual consent of the
parties.
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IN WITNESS WHEREOF, the parties hereto have caused this Plan to be executed
by their officers designated below on the day and year first above written.
CALIFORNIA INVESTMENT TRUST II CCM PARTNERS
By: By:
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Name: Name:
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Title: Title:
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Date: Date:
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EXHIBIT A
SHAREHOLDER SERVICING PLAN
OF
CALIFORNIA INVESTMENT TRUST II
S&P 500 Index Fund
S&P MidCap Index Fund
S&P SmallCap Index Fund
Equity Income Fund
Nasdaq-100 Index Fund
European Growth & Income Fund
U.S. Government Securities Fund
Short-Term U.S. Government Bond Fund
The United States Treasury Trust
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