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Exhibit 23 (h)(1)
Administration Agreement
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ADMINISTRATION AGREEMENT
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THIS AGREEMENT is made as of the 27th day of December, 1990 by and between
CALIFORNIA INVESTMENT TRUST, a Massachusetts business trust (the Trust"), and
CCM PARTNERS, a California limited partnership (the "Administrator"), with
respect to the CALIFORNIA TAX-FREE MONEY FUND (the "Fund").
WITNESSETH
WHEREAS, the Trust is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust wishes to retain the Administrator to provide
administrative services and pay for all normal operating expenses of the Fund,
except for fees and expenses associated with investment advisory services, if
any, and any extraordinary expenses, including but not limited to expenses
associated with litigation, and the Administrator is willing to furnish such
services and pay such expenses:
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agrees between the parties hereto as follows:
1. APPOINTMENT. The Trust hereby appoints the Administrator to provide
certain administrative services to the Fund, and to pay for all normal operating
expense of the Fund except for fees and expenses associated with investment
advisory services, if any, and any extraordinary expenses, for the period and on
the terms set forth in this Agreement. The Administrator accepts such
appointment and agrees to furnish such services and pay such expenses in return
for compensation as provided in Paragraph 7 of this Agreement. The Administrator
agrees to comply with all relevant provisions of the 1940 Act and applicable
rules and regulations thereunder.
2. Services on a Continuing Basis.
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The Administrator will provide or pay for the following services on a
regular basis which shall be daily, weekly or as otherwise appropriate, unless
otherwise specified by the Trust:
(a) providing for all aspects of the Fund's normal operations (except fees
and expenses associated with investment advisor services and
extraordinary expenses), including all matters relating to the
functions of the custodian, transfer agent,
accountants, attorneys and other parties performing services or
operational functions for the Fund;
(b) providing the Fund with office space, facilities and the services of
persons competent to perform such administrative functions as are
necessary in order to provide effective administration of the Fund;
(c) preparing and coordinating reports and other materials with respect to
the fund to be supplied to the Board of Trustees of the Trust;
(d) preparing of any or all tax returns, securities filings, periodic
financial reports, prospectuses, statements of additional information,
marketing materials, shareholder reports and other regulatory reports
that are required of the Fund;
(e) issuing correspondence to shareholders (including, upon request,
copies, but not originals, of regular correspondence as such as
confirmations or regular statements of account);
(f) mailing shareholder reports and prospectuses pursuant to request of
shareholders; and
(g) providing assistance and personnel necessary to maintain the Fund's
qualification and/or registration to sell shares in each State where
the Administrator has determined such qualification and/or
registration to be advisable.
3. RESPONSIBILITY OF ADMINISTRATOR. The Administrator shall be under no
duty to take any action on behalf of the Trust except as specifically set forth
herein or as may be specifically agreed to by the Administrator in writing. In
the performance of its duties hereunder, the Administrator shall be obligated to
exercise care and diligence and to act in good faith and to use its best
efforts. Without limiting the generality of the foregoing or of any other
provision of this Agreement, and Administrator shall not be liable for delays or
errors or loss of data occurring by reason of circumstances beyond the
Administrator's control.
4. RELIANCE UPON INSTRUCTIONS. The Trust agrees that the Administrator
shall be entitled to rely upon any instructions, oral or written, actually
received by the Administrator and shall incur no liability to the Trust in
acting upon such oral or written instructions, provided such instructions
reasonably appear to have been received from an officer of the Trust or any
other person duly authorized by the Board of Trustees of the Trust to give oral
or written instructions on behalf of the Fund.
5. CONFIDENTIALITY. The Administrator agrees on behalf of itself and its
employees to treat confidentially all records and other information relative to
the Fund and the Trust, and all prior, present or potential shareholders of the
Fund, 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
the Administrator 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. EQUIPMENT FAILURES. In the event of equipment failures or the occurrence
of events beyond the Administrator's control which render the performance of the
Administrator's functions under this Agreement impossible, the Administrator
shall take reasonable steps to minimize service interruptions and is authorized
to engage the services of third parties.
7. COMPENSATION. As compensation for the services rendered and the expenses
paid by the Administrator during the term of this Agreement, the Trust will pay
a fee to the Administrator on a monthly basis at an annual rate equal to 0.15%
of the Fund's average daily net assets, subject to quarterly review of such
amount by the Board of Trustees of the Trust to determine whether such payments
are fair and reasonable.
8. INDEMNIFICATION. The Trust agrees to indemnity and hold harmless the
Administrator from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, liabilities arising under the
Securities Act of 1933, the Securities Exchange Act of 1934, the 1940 Act, and
any state and foreign securities laws, all as amended from time to time) and
expenses, including (without limitation) attorneys fees and disbursements,
arising directly or indirectly from any action or thing which the Administrator
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 Trust or (ii) upon oral or written
instructions from an officer of the Trust, provided, that that Administrator
shall not be indemnified against any liability to the Trust or to shareholders
(or any expenses incident to such liability) arising out of the Administrator's
own willful misfeasance, bad faith, gross negligence or reckless disregard of
its duties and obligations under this Agreement. The Administrator agrees to
indemnify and hold harmless the Trust and its officers and Trustees from all
claims and liabilities (including, without limitation, liabilities arising under
the Securities Act of 1933, the Securities Exchange Act of 1934, the 1940 Act,
and any state and foreign securities laws, all amended from time to time) and
expenses, including (without limitation) attorneys' fees and disbursements,
arising directly or indirectly from any action or thing which the Administrator
takes or does or omits to take or do which is in violation of this Agreement or
not in accordance with instructions properly given by an officer of the Trust or
arising out of the Administrator's own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties and obligations under this
Agreement.
9. DURATION AND TERMINATION. This Agreement shall continue until
termination by the Trust or the Administrator on 60 days' written notice to the
other. All notices and other communications hereunder shall be in writing.
10. AMENDMENTS. This Agreement or any part hereof may be changed or waived
only by an instrument in writing signed by the party against which enforcement
or such charge or waiver is sought.
11. MISCELLANEOUS.
(a) This Agreement embodies the entire agreement and understanding
between the parties thereto, and supersedes all prior agreements and
understandings, relating to the subject matter hereof. The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect. This Agreement shall be deemed to be a contract made in California and
governed by California law. If any provision 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. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
CALIFORNIA INVESTMENT TRUST, on
Behalf of the California Tax-Free Money Fund
By: _______________________________
Title: _______________________________
CCM PARTNERS
By: _______________________________
Title: _______________________________
