BY-LAWS

of

CALIFORNIA INVESTMENT TRUST
A Delaware Statutory Trust

(Effective as of August 8, 2006)

These By-Laws may contain any provision not inconsistent with applicable law or the Declaration of Trust, relating to the governance of the Trust. Unless otherwise specified in these By-Laws, capitalized terms used in these By-Laws shall have the meanings assigned to them in the Declaration of Trust. Every Shareholder by virtue of having become a Shareholder shall be bound by these By-Laws.

ARTICLE I

DEFINITIONS

Section 1. Whenever used herein the following terms shall have the following meanings:

(a) "1940 Act" shall mean the Investment Company Act of 1940 and the rules and regulations thereunder, all as adopted or amended from time to time;

(b) "Board of Trustees" or "Board" shall mean the governing body of the Trust, that is comprised of the number of Trustees of the Trust fixed from time to time pursuant to Article IV of the Declaration of Trust, having the powers and duties set forth therein;

(c) "By-Laws" shall mean these by-laws of the Trust, as amended or restated from time to time in accordance with Article VIII hereof;

(d) "Certificate of Trust" shall mean the certificate of trust to be filed with the office of the Secretary of State of the State of Delaware as required under the DSTA to form the Trust, as such certificate shall be amended or restated from time to time and filed with such office;

(e) "Class" shall mean each class of Shares of the Trust or of a Series of the Trust established and designated under and in accordance with the provisions of Article III of the Declaration of Trust;

(f) "Code" shall mean the Internal Revenue Code of 1986 and the rules and regulations thereunder, all as adopted or amended from time to time;

(g) "Commission" shall have the meaning given that term in the 1940 Act;

(h) "DSTA" shall mean the Delaware Statutory Trust Act (12 Del. C. ss.3801, et seq.), as amended from time to time;

(i) "Declaration of Trust" shall mean the Agreement and Declaration of Trust of the Trust, as amended or restated from time to time;

(j) "Investment Adviser" or "Adviser" shall mean a Person, as defined below, furnishing services to the Trust pursuant to any investment advisory or investment management contract described in Article IV, Section 7(a) of the Declaration of Trust;

(k) "Person" shall mean a natural person, partnership, limited partnership, limited liability company, trust, estate, association, corporation, organization, custodian, nominee or any other individual or entity in its own or any representative capacity, in each case, whether domestic or foreign, and a statutory trust or a foreign statutory trust;

(l) "Series" shall refer to each Series of Shares established and designated under and in accordance with the provisions of Article III of the Declaration of Trust;

(m) "Shares" shall mean the transferable shares of beneficial interest into which the beneficial interest in the Trust shall be divided from time to time, and shall include fractional and whole shares;

(n) "Shareholder" shall mean a record owner of Shares;

(o) "Trust" shall refer to the Delaware statutory trust formed pursuant to the Declaration of Trust and the filing of the Certificate of Trust with the office of the Secretary of State of the State of Delaware; and

(p) "Trustee" or "Trustees" shall refer to each signatory to the Declaration of Trust as a trustee and all other Persons who may, from time to time, be duly elected or appointed, qualified and serving on the Board of Trustees in accordance with the provisions hereof and the Declaration of Trust, so long as such signatory or other Person continues in office in accordance with the terms hereof and of the Declaration of Trust. Reference herein to a Trustee or the Trustees shall refer to such Person or Persons in such Person's or Persons' capacity as a trustee or trustees hereunder and under the Declaration of Trust.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. PLACE OF MEETINGS. Meetings of Shareholders shall be held at any place within or outside the State of Delaware designated by the Board. In the absence of any such designation by the Board, Shareholders' meetings shall be held at the offices of the Trust.

Section 2. MEETINGS.

(a) Call of Meetings. Any meeting of Shareholders may be called at any time by the Board, the chairperson of the Board, the president or any vice-president of the Trust for the purpose of (i) taking action upon any matter deemed by the Board to be necessary or desirable, including, but not limited to, electing Trustees or removing one or more Trustees; or (ii) taking action upon any matter requested by Shareholders at the request of the Shareholders holding not less than ten (10) percent of the Shares; provided that, the Board, in its sole discretion, has approved the calling and holding of such meeting of Shareholders requested by Shareholders; and provided further that, a meeting of the Shareholders for the purpose of electing Trustees, or removing one or more Trustees, shall be called by the president or any vice-president of the Trust at the request of the Shareholders holding not less than ten (10) percent of the Shares. Any meeting of Shareholders called at the request of Shareholders shall be called and held, provided that, in the sole discretion of the Board, the Shareholders requesting such meeting shall have paid the Trust the reasonably estimated cost of preparing and mailing the notice thereof, which an authorized officer of the Trust shall determine and specify to such Shareholders. No meeting shall be called upon the request of Shareholders to consider any matter which is substantially the same as a matter voted upon at any meeting of the Shareholders held during the preceding twelve (12) months, unless requested by the holders of a majority of all Shares entitled to be voted at such meeting.

Section 3. NOTICE OF SHAREHOLDERS' MEETING. Notice of any meeting of Shareholders shall be given to each Shareholder entitled to vote at such meeting in accordance with Section 4 of this Article II not less than ten (10) nor more than one hundred and twenty (120) days before the date of the meeting. The notice shall specify (i) the place, date and hour of the meeting, and (ii) the general nature of the business to be transacted and to the extent required by the 1940 Act, the purpose or purposes thereof.

Section 4. MANNER OF GIVING NOTICE. Notice of any meeting of Shareholders shall be given either personally or by United States mail, courier, cablegram, telegram, facsimile or electronic mail, or other form of communication permitted by then current law, charges prepaid, addressed to the Shareholder or to the group of Shareholders at the same address as may be permitted pursuant to applicable laws, or as Shareholders may otherwise consent, at the address of that Shareholder appearing on the books of the Trust or its transfer agent or other duly authorized agent or provided in writing by the Shareholder to the Trust for the purpose of notice. Notice shall be deemed to have been duly given when delivered personally, deposited in the United States mail or with a courier, or sent by cablegram, telegram, facsimile or electronic mail. If no address of a Shareholder appears on the Trust's books or has been provided in writing by a Shareholder, notice shall be deemed to have been duly given without a mailing, or substantial equivalent thereof, if such notice shall be available to the Shareholder on written demand of the Shareholder at the offices of the Trust.

If any notice addressed to a Shareholder at the address of that Shareholder appearing on the books of the Trust or that has been provided in writing by that Shareholder to the Trust for the purpose of notice, is returned to the Trust marked to indicate that the notice to the Shareholder cannot be delivered at that address, all future notices or reports shall be deemed to have been duly given without further mailing, or substantial equivalent thereof, if such notices shall be available to the Shareholder on written demand of the Shareholder at the offices of the Trust.

Section 5. ADJOURNED MEETING; NOTICE. Any Shareholders' meeting, whether or not a quorum is present, may be adjourned from time to time for any reason whatsoever by vote of the holders of Shares entitled to vote holding not less than a majority of the Shares present in person or by proxy at the meeting, or by the chairperson of the Board, the president of the Trust, in the absence of the chairperson of the Board, or any vice president or other authorized officer of the Trust, in the absence of the president. Any adjournment may be made with respect to any business which might have been transacted at such meeting and any adjournment will not delay or otherwise affect the effectiveness and validity of any business transacted at the Shareholders' meeting prior to adjournment.

When any Shareholders' meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless after the adjournment, a new record date is fixed for the adjourned meeting, or unless the adjournment is for more than sixty (60) days after the date of the original meeting, in which case, notice shall be given to each Shareholder of record (which may be as of the original record date) entitled to vote at the adjourned meeting in accordance with the provisions of Sections 3 and 4 of this Article
II. At any adjourned meeting, any business may be transacted that might have been transacted at the original meeting.

Section 6. VOTING.

(a) The Shareholders entitled to vote at any meeting of Shareholders and the Shareholder vote required to take action shall be determined in accordance with the provisions of the Declaration of Trust. Unless determined by the inspector of the meeting to be advisable, the vote on any question need not be by written ballot.

(b) Unless otherwise determined by the Board at the time it approves an action to be submitted to the Shareholders for approval, Shareholder approval of an action shall remain in effect until such time as the approved action is implemented or the Shareholders vote to the contrary. Notwithstanding the foregoing, an agreement of merger, consolidation, conversion or reorganization may be terminated or amended notwithstanding prior approval if so authorized by such agreement of merger, consolidation, conversion or reorganization pursuant to Section 3815 of the DSTA and/or pursuant to the Declaration of Trust, these By-Laws and Section 3806 of the DSTA.

Section 7. WAIVER OF NOTICE BY CONSENT OF ABSENT SHAREHOLDERS. Attendance by a Shareholder, in person or by proxy, at a meeting shall constitute a waiver of notice of that meeting with respect to that Shareholder, except when the Shareholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Whenever notice of a Shareholders' meeting is required to be given to a Shareholder under the Declaration of Trust or these By-Laws, a written waiver thereof, executed before or after the time notice is required to be given, by such Shareholder or his or her attorney thereunto authorized, shall be deemed equivalent to such notice. The waiver of notice need not specify the purpose of, or the business to be transacted at, the meeting.

Section 8. PROXIES. Every Shareholder entitled to vote for Trustees or on any other matter that may properly come before the meeting shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by the Shareholder and filed with the secretary of the Trust; provided, that an alternative to the execution of a written proxy may be permitted as described in the next paragraph of this Section 8. A proxy shall be deemed executed if the Shareholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic or electronic transmission or otherwise) by the Shareholder or the Shareholder's attorney-in-fact. A valid proxy that does not state that it is irrevocable shall continue in full force and effect unless revoked by the Shareholder executing it, or using one of the permitted alternatives to execution, described in the next paragraph, by a written notice delivered to the secretary of the Trust prior to the exercise of the proxy or by the Shareholder's attendance and vote in person at the meeting; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy unless otherwise expressly provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of the General Corporation Law of the State of Delaware.

With respect to any Shareholders' meeting, the Board, or, in case the Board does not act, the president, any vice president or the secretary, may permit proxies by electronic transmission, telephonic, computerized, telecommunications or other reasonable alternative to the execution of a written instrument authorizing the holder of the proxy to act. A proxy with respect to Shares held in the name of two or more Persons shall be valid if executed, or a permitted alternative to execution is used, by any one of them unless, at or prior to the exercise of the proxy, the secretary of the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest with the challenger.

Section 9. INSPECTORS. Before any meeting of Shareholders, the chairperson of the Board, or in the absence of the chairperson of the Board, the president of the Trust, or in the absence of the president, any vice president or other authorized officer of the Trust, may appoint any person other than nominees for office to act as inspector at the meeting or any adjournment. If any person appointed as inspector fails to appear or fails or refuses to act, the chairperson of the Board, or in the absence of the chairperson of the Board, the president of the Trust, or in the absence of the president, any vice president or other authorized officer of the Trust, shall appoint a person to fill the vacancy. Such appointments may be made by such officers in person or by telephone.

The inspector shall:

(a) determine the number of Shares and the voting power of each, the Shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies; (b) receive votes or ballots;

(c) hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d) count and tabulate all votes;

(e) determine when the polls shall close;

(f) determine the result of voting; and

(g) do any other acts that may be proper to conduct the election or vote with fairness to all Shareholders.

ARTICLE III

TRUSTEES

Section 1. VACANCIES.

(a) Whenever a vacancy in the Board shall occur (by reason of death, resignation, removal, retirement, an increase in the authorized number of Trustees or other cause), until such vacancy is filled as provided herein or the number of authorized Trustees constituting the Board of Trustees is decreased pursuant to Article IV, Section 1 of the Declaration of Trust, the Trustee(s) then in office, regardless of the number and even if less than a quorum, shall have all the powers granted to the Board and shall discharge all the duties imposed upon the Board by the Declaration of Trust and these By-Laws as though such number constitutes the entire Board.

(b) Vacancies in the Board of Trustees may be filled by not less than a majority vote of the Trustee(s) then in office, regardless of the number and even if less than a quorum and a meeting of Shareholders shall be called for the purpose of electing Trustees if required by the 1940 Act. Notwithstanding the above, whenever and for so long as the Trust is a participant in or otherwise has in effect a plan under which the Trust may be deemed to bear expenses of distributing its Shares as that practice is described in Rule 12b-1 under the 1940 Act, then the selection and nomination of each of the Trustees who is not an "interested person" (as defined in the 1940 Act) of the Trust, any Adviser or the principal underwriter of the Trust (such Trustees are referred to herein as "Disinterested Trustees"), shall be, and is, committed to the discretion of the Disinterested Trustees remaining in office. In the event that all Trustee offices become vacant, an authorized officer of the Investment Adviser that has the greatest amount of assets of the Trust under management shall serve as the sole remaining Trustee effective upon the vacancy in the office of the last Trustee. In such case, the authorized officer of the Investment Adviser, as the sole remaining Trustee, shall, as soon as practicable, fill all of the vacancies on the Board; provided, that the percentage of Trustees who are Disinterested Trustees shall be no less than that required by the 1940 Act. Upon the qualification of such Trustees, the authorized officer of the Investment Adviser shall resign as Trustee and a meeting of the Shareholders shall be called, as required by the 1940 Act, for the election of Trustees.

Section 2. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. All meetings of the Board may be held at any place within or outside the State of Delaware that is designated from time to time by the Board, the chairperson of the Board, or in the absence of the chairperson of the Board, the president of the Trust, or in the absence of the president, any vice president or other authorized officer of the Trust. In the absence of such a designation, regular meetings shall be held at the offices of the Trust. Any meeting, regular or special, may be held, with respect to one or more participating Trustees, by conference telephone or similar communication equipment, so long as all Trustees participating in the meeting can hear one another, and all such Trustees shall be deemed to be present in person at such meeting.

t 6 0 Section 3. QUORUM AND REQUIRED VOTE. At all meetings of the Board of Trustees, a majority of the Board of Trustees then in office shall be present in person in order to constitute a quorum for the transaction of business. A meeting at which a quorum is initially present may continue to transact business notwithstanding the departure of Trustees from the meeting, if any action taken is approved by at least a majority of the required quorum for that meeting. Subject to Article III, Sections 1 and 7 of these By-Laws, and except as otherwise provided herein or required by applicable law, the vote of not less than a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees.

Section 4. REGULAR MEETINGS. Regular meetings of the Board shall be held at such time and place as shall from time to time be fixed by the Board, the chairperson of the Board, or in the absence of the chairperson of the Board, the president of the Trust, or in the absence of the president, any vice president or other authorized officer of the Trust. Regular meetings may be held without notice.

Section 5. SPECIAL MEETINGS. Special meetings of the Board for any purpose or purposes may be called at any time by any Trustee, the chairperson of the Board, or in the absence of the chairperson of the Board, the president of the Trust, or in the absence of the president, any vice president or other authorized officer of the Trust.

Notice of the purpose, time and place of special meetings (or of the time and place for each regular meeting for which notice is given) shall be given personally, sent by first-class mail, courier, cablegram or telegram, charges prepaid, or by facsimile or electronic mail, addressed to each Trustee at that Trustee's address as has been provided to the Trust for purposes of notice; provided, that, in case of a national, regional or local emergency or disaster, which prevents such notice, such notice may be given by any means available or need not be given if no means are available. In case the notice is mailed, it shall be deemed to be duly given if deposited in the United States mail at least seven (7) days before the time the meeting is to be held. In case the notice is given personally or is given by courier, cablegram, telegram, facsimile or electronic mail, it shall be deemed to be duly given if delivered at least twenty-four (24) hours before the time of the holding of the meeting. The notice need not specify the place of the meeting if the meeting is to be held at the offices of the Trust.

Section 6. WAIVER OF NOTICE. Whenever notice is required to be given to a Trustee under this Article, a written waiver of notice signed by the Trustee, whether before or after the time notice is required to be given, shall be deemed equivalent to notice. The waiver of notice need not specify the purpose of, or the business to be transacted at, the meeting. All such waivers shall be filed with the records of the Trust or made a part of the minutes of the meeting. Attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting, except when the Trustee attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 7. ADJOURNMENT. A majority of the Trustees present at a meeting of the Board, whether or not a quorum is present, may adjourn such meeting to another time and place. Any adjournment will not delay or otherwise affect the effectiveness and validity of any business transacted at the meeting prior to adjournment. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

Section 8. NOTICE OF ADJOURNMENT. Notice of the time and place of an adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken. If the adjournment is for more than thirty (30) days after the date of the original meeting, notice of the adjourned meeting shall be given to each Trustee.

Section 9. COMPENSATION OF TRUSTEES. Trustees may receive from the Trust reasonable compensation for their services and reimbursement of reasonable expenses as may be determined by the Board. This Section 9 shall not be construed to preclude any Trustee from serving the Trust in any other capacity as an officer, agent, employee, or otherwise and receiving compensation and reimbursement of expenses for those services.

Section 10. CHAIRPERSON OF THE BOARD. The chairperson of the Board shall be a Trustee who is a Disinterested Trustee and shall be elected by vote of the majority of the Disinterested Trustees then in office. The chairperson of the Board shall preside at all meetings of the Board and shall have such other powers and duties as may be prescribed by the Board or as provided in the Declaration of Trust or these By-Laws. In the absence of the chairperson of the Board at a meeting of the Board, a Disinterested Trustee chosen by the Disinterested Trustees present at the meeting of the Board shall preside at the meeting of the Board.

ARTICLE IV

COMMITTEES

Section 1. COMMITTEES OF TRUSTEES. The Board may, by majority vote, designate one or more committees of the Board, each consisting of two (2) or more Trustees, to serve at the pleasure of the Board. The Board may, by majority vote, designate one or more Trustees as alternate members of any such committee who may replace any absent member at any meeting of the committee. Any such committee, to the extent provided by the Board, shall have such authority as delegated to it by the Board from time to time, except with respect to:

(a) the approval of any action which under the Declaration of Trust, these By-Laws or applicable law requires approval by a majority of the entire Board or certain members of the Board;

(b) the filling of vacancies on the Board or on any committee thereof; provided however, that such committee may nominate Trustees to fill such vacancies, subject to the Trust's compliance with the 1940 Act and the rules thereunder;

(c) the amendment, restatement or repeal of the Declaration of Trust or these By-Laws or the adoption of a new Declaration of Trust or new By-Laws;

(d) the amendment or repeal of any resolution of the Board; or

(e) the designation of any other committee of the Board or the members of such committee.

Section 2. MEETINGS AND ACTION OF BOARD COMMITTEES. Meetings and actions of any committee of the Board shall, to the extent applicable, be held and taken in the manner provided in Article IV of the Declaration of Trust and Article III of these By-Laws, with such changes in the context thereof as are necessary to substitute the committee and its members for the Board and its members, except that the time of regular meetings of any committee may be determined either by the Board or by the committee. Special meetings of any committee may also be called by resolution of the Board or such committee, and notice of special meetings of any committee shall also be given to all alternate members who shall have the right to attend all meetings of the committee. The Board may from time to time adopt other rules for the governance of any committee.

Section 3. ADVISORY COMMITTEES. The Board may appoint one or more advisory committees comprised of such number of individuals appointed by the Board who may meet at such time, place and upon such notice, if any, as determined by the Board. Such advisory committees shall have no power to require the Trust to take any specific action.

ARTICLE V

OFFICERS

Section 1. OFFICERS. The officers of the Trust shall be a President, which shall be the chief executive officer, one or more Vice Presidents, a Secretary, a Treasurer, and a Chief Compliance Officer. The Trust may also have, at the discretion of the Board, one or more assistant vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers, who shall have such authority and perform such duties as are provided in the Declaration of Trust, these By-Laws or as the Board, or to the extent permitted by the Board, as the president, may from time to time determine. Any number of offices may be held by the same person, except the offices of president and vice president.

Section 2. APPOINTMENT OF OFFICERS. The officers of the Trust shall be appointed by the Board, or, to the extent permitted by the Board, by the president, and each shall serve at the pleasure of the Board, or, to the extent permitted by the Board, and except for the chief compliance officer, at the pleasure of the president, subject to the rights, if any, of an officer under any contract of employment.

Section 3. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board at any regular or special meeting of the Board, or, to the extent permitted by the Board, by the president; provided, that only the Board may remove the chief compliance officer of the Trust, whether with or without cause.

Any officer may resign at any time by giving written notice to the Trust. Such resignation shall take effect upon receipt unless specified to be effective at some later time and unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Trust under any contract to which the officer is a party.

Section 4. VACANCIES IN OFFICES. A vacancy in any office because of death, resignation, removal, incapacity or other cause shall be filled in the manner prescribed in these By-Laws for regular appointment to that office.

Section 5. PRESIDENT. The president shall be the chief executive officer of the Trust and, subject to the control of the Board, have the general powers and duties of management usually vested in the office of president and chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the Board or as provided in the Declaration of Trust or these By-Laws.

Section 6. VICE PRESIDENTS. In the absence, resignation, removal, incapacity or death of the president, the vice presidents, if any, in order of their rank as fixed by the Board or if not ranked, a vice president designated by the Board, shall exercise all the powers and perform all the duties of, and be subject to all the restrictions upon, the president until the president's return, his incapacity ceases or a new president is appointed. Each vice president shall have such other powers and perform such other duties as from time to time may be prescribed by the Board or the president, or as provided in the Declaration of Trust or these By-Laws.

Section 7. SECRETARY. The secretary shall keep or cause to be kept at the offices of the Trust or such other place as the Board may direct a book of minutes of all meetings and actions (including consents) of the Board, committees of the Board and Shareholders. The secretary shall keep a record of the time and place of such meetings, whether regular or special, and if special, how authorized, the notice given, the names of those present at Board meetings or committee meetings, the number of Shares present or represented by proxy at Shareholders' meetings, and the proceedings.

The secretary shall cause to be kept at the offices of the Trust or at the office of the Trust's transfer agent or other duly authorized agent, a share register or a duplicate share register showing the names of all Shareholders and their addresses, the number, Series and classes (if applicable) of Shares held by each, the number and date of certificates, if any, issued for such Shares and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give or cause to be given notice of all meetings of the Shareholders and of the Board required by the Declaration of Trust, these By-Laws or by applicable law to be given and shall have such other powers and perform such other duties as may be prescribed by the Board or the president of the Trust, or as provided in the Declaration of Trust or these By-Laws.

Section 8. TREASURER. The treasurer shall be the chief financial officer of the Trust and shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Trust (and every Series and class thereof), including accounts of assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and Shares. All books shall be kept in accordance with the Declaration of Trust and these By-Laws.

The treasurer shall deposit all monies and other valuables in the name and to the credit of the Trust with such depositories as may be designated by the Board. The treasurer shall disburse the funds of the Trust (and any Series and class thereof) as may be ordered by the Board, shall render to the president of the Trust and the Board, whenever either requests it, an account of all of his transactions as chief financial officer and of the financial condition of the Trust (and any Series and class thereof), and shall have such other powers and perform such other duties as may be prescribed by the Board and as provided in the Declaration of Trust or these By-Laws.

Section 9. CHIEF COMPLIANCE OFFICER. The chief compliance officer shall be the chief officer of the Trust that is responsible for the compliance of the Trust with the federal securities laws and, particularly, Rule 38a-1 under the 1940 Act. The chief compliance officer shall keep and maintain or cause to be kept and maintained adequate and correct books and records of compliance by the Trust with the federal securities laws and the compliance policies and procedures of the Trust. The compensation of the chief compliance officer shall be set by the Board and the Board shall have exclusively the power to hire and remove the chief compliance officer. The chief compliance officer shall prepare and make the annual report to the Board concerning the compliance policies and procedures as required by Rule 38a-1 under the 1940 Act.

ARTICLE VI

RECORDS AND REPORTS

Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The Trust shall keep at its offices or at the office of its transfer agent or other duly authorized agent, records of its Shareholders, that provide the names and addresses of all Shareholders and the number, Series and classes, if any, of Shares held by each Shareholder. Such records may be inspected during the Trust's regular business hours by any Shareholder, or its duly authorized representative, upon reasonable written demand to the Trust, for any purpose reasonably related to such Shareholder's interest as a Shareholder.

Section 2. MAINTENANCE AND INSPECTION OF DECLARATION OF TRUST AND BY-LAWS. The Trust shall keep at its offices the original or a copy of the Declaration of Trust and these By-Laws, as amended or restated from time to time, where they may be inspected during the Trust's regular business hours by any Shareholder, or its duly authorized representative, upon reasonable written demand to the Trust, for any purpose reasonably related to such Shareholder's interest as a Shareholder.

Section 3. MAINTENANCE AND INSPECTION OF OTHER RECORDS. The accounting books and records and minutes of proceedings of the Shareholders, the Board, any committee of the Board or any advisory committee shall be kept at such place or places designated by the Board or, in the absence of such designation, at the offices of the Trust. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form.

If information is requested by a Shareholder, the Board, or, in case the Board does not act, the president, any vice president or the secretary, shall establish reasonable standards governing, without limitation, the information and documents to be furnished and the time and the location, if appropriate, of furnishing such information and documents. Costs of providing such information and documents shall be borne by the requesting Shareholder. The Trust shall be entitled to reimbursement for its direct, out-of-pocket expenses incurred in declining unreasonable requests (in whole or in part) for information or documents.

The Board, or, in case the Board does not act, the president, any vice president or the secretary, may keep confidential from Shareholders for such period of time as the Board or such officer, as applicable, deems reasonable any information that the Board or such officer, as applicable, reasonably believes to be in the nature of trade secrets or other information that the Board or such officer, as the case may be, in good faith believes would not be in the best interests of the Trust to disclose or that could damage the Trust or its business or that the Trust is required by law or by agreement with a third party to keep confidential.

Section 4. INSPECTION BY TRUSTEES. Every Trustee shall have the absolute right during the Trust's regular business hours to inspect all books, records, and documents of every kind and the physical properties of the Trust. This inspection by a Trustee may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

ARTICLE VII

GENERAL MATTERS

Section 1. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Trust shall be signed or endorsed by such person or persons and in such manner as the Board from time to time shall determine.

Section 2. CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Board, except as otherwise provided in the Declaration of Trust and these By-Laws, may authorize any officer or officers or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Trust or any Series thereof and this authority may be general or confined to specific instances.

Section 3. CERTIFICATES FOR SHARES. A certificate or certificates for Shares may be issued to Shareholders at the discretion of the Board. All certificates shall be signed in the name of the Trust by the Trust's president or vice president, and by the Trust's treasurer or an assistant treasurer or the secretary or any assistant secretary, certifying the number of Shares and the Series and class thereof, if any, owned by the Shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer or transfer agent or other duly authorized agent who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be such officer or transfer agent or other duly authorized agent before such certificate is issued, it may be issued by the Trust with the same effect as if such person were an officer or transfer agent or other duly authorized agent at the date of issue. Notwithstanding the foregoing, the Trust may adopt and use a system of issuance, recordation and transfer of its shares by electronic or other means.

Section 4. LOST CERTIFICATES. Except as provided in this Section 4, no new certificates for Shares shall be issued to replace an old certificate unless the latter is surrendered to the Trust and cancelled at the same time. The Board may, in case any Share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the Board may require, including a provision for indemnification of the Board and the Trust secured by a bond or other adequate security sufficient to protect the Trust and the Board against any claim that may be made against either, including any expense or liability on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.

Section 5. REPRESENTATION OF SHARES OF OTHER ENTITIES HELD BY TRUST. The Trust's president or any vice president or any other person authorized by the Board or by any of the foregoing designated officers, is authorized to vote or represent on behalf of the Trust, or any Series thereof, any and all shares of any corporation, partnership, trust, or other entity, foreign or domestic, standing in the name of the Trust or such Series thereof. The authority granted may be exercised in person or by a proxy duly executed by such authorized person.

Section 6. TRANSFERS OF SHARES. Shares are transferable, if authorized by the Declaration of Trust, only on the record books of the Trust by the Person in whose name such Shares are registered, or by his or her duly authorized attorney-in-fact or representative. Shares represented by certificates shall be transferred on the books of the Trust upon surrender for cancellation of certificates for the same number of Shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Trust or its agents may reasonably require. Upon receipt of proper transfer instructions from the registered owner of uncertificated Shares, such uncertificated Shares shall be transferred on the record books to the Person entitled thereto, or certificated Shares shall be made to the Person entitled thereto and the transaction shall be recorded upon the books of the Trust. The Trust, its transfer agent or other duly authorized agents may refuse any requested transfer of Shares, or request additional evidence of authority to safeguard the assets or interests of the Trust or of its Shareholders, in their sole discretion. In all cases of transfer by an attorney-in-fact, the original power of attorney, or an official copy thereof duly certified, shall be deposited and remain with the Trust, its transfer agent or other duly authorized agent. In case of transfers by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be presented to the Trust, its transfer agent or other duly authorized agent, and may be required to be deposited and remain with the Trust, its transfer agent or other duly authorized agent.

Section 7. HOLDERS OF RECORD. The record books of the Trust as kept by the Trust, its transfer agent or other duly authorized agent, as the case may be, shall be conclusive as to the identity of the Shareholders of the Trust and as to the number, Series and classes, if any, of Shares held from time to time by each such Shareholder. The Trust shall be entitled to treat the holder of record of any Share as the owner thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Share on the part of any other Person, whether or not the Trust shall have express or other notice thereof.

Section 8. FISCAL YEAR. The fiscal year of the Trust, and each Series thereof, shall be determined by the Board.

Section 9. HEADINGS; REFERENCES. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction or effect of this instrument. Whenever the singular number is used herein, the same shall include the plural; and the neuter, masculine and feminine genders shall include each other, as applicable. Any references herein to specific sections of the DSTA, the Code or the 1940 Act shall refer to such sections as amended from time to time or any successor sections thereof.

Section 10. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.

(a) The provisions of these By-Laws are severable, and if the Board of Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the Declaration of Trust, the 1940 Act, the Code, the DSTA, or with other applicable laws and regulations, the conflicting provision shall be deemed not to have constituted a part of these By-Laws from the time when such provisions became inconsistent with such laws or regulations; provided, however, that such determination shall not affect any of the remaining provisions of these By-Laws or render invalid or improper any action taken or omitted prior to such determination.

(b) If any provision of these By-Laws shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of these By-Laws in any jurisdiction.

ARTICLE VIII

AMENDMENTS

Section 1. AMENDMENT BY SHAREHOLDERS. These By-Laws may be amended, restated or repealed or new By-Laws may be adopted by the affirmative vote of a majority of the Shares entitled to vote.

Section 2. AMENDMENT BY TRUSTEES. These By-Laws may also be amended, restated or repealed or new By-Laws may be adopted by the Board, by a vote of the Board as set forth in Article III, Section 3 of these By-Laws.

Section 3. OTHER AMENDMENT. Subject to the 1940 Act, these By-Laws may also be amended pursuant to Article VIII, Section 2(a) of the Declaration of Trust and Section 3815(f) of the DSTA.

Adopted: August 8, 2006

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:

(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).

(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.

(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.

(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.

(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.

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.

(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 bill 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.

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 1940 Act) 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 1940 Act) 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 1940 Act) 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 1940 Act) 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 1940 Act) 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.

(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.]

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:
   --------------------------         --------------------------------
   Christopher P. Browne              RFS Partners,
   Treasurer                          its General Partner

                                      By:
                                          Richard F. Shelton, Inc.,
                                          its General Partner

                                          By:
                                              --------------------------------
                                              Stephen C. Rogers,
                                              Co-trustee of Richard F. Shelton
                                              Trust, Sole Shareholder of
                                              Richard F. Shelton, Inc.

--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
California Insured Intermediate      0.50% of the value of the average daily
Fund                                 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.
--------------------------------------------------------------------------------
California Tax-Free Money Market     0.50% of the value of the average daily
Fund                                 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.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
Short-Term U.S. Government Bond     0.50% of the value of the average daily
Fund                                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.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
S&P 500 Index Fund                  0.25% of the value of the average daily
                                    net assets.
--------------------------------------------------------------------------------
S&P MidCap Index Fund               0.40% of the value of the average daily
                                    net assets.
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------

                                   ----------

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:

California Tax-Free Income Fund
California Insured Intermediate Fund
California Tax-Free Money Market Fund
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

CALIFORNIA INVESTMENT TRUST AND CALIFORNIA INVESTMENT TRUST II
SECOND AMENDMENT TO THE CUSTODY AGREEMENT

THIS SECOND AMENDMENT dated as of October 31, 2006-to the Custody Agreement, dated January 3, 2005, as amended February 27, 2006, (the "Agreement"), is entered by and between CALIFORNIA INVESTMENT TRUST, a Delaware statutory trust, formerly known as CALIFORNIA INVESTMENT TRUST, a Massachusetts business trust and CALIFORNIA INVESTMENT TRUST II, a Massachusetts business trust, (collectively the "Trusts") and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Custodian").

RECITALS

WHEREAS, the parties have entered into a Custody Agreement; and WHEREAS, the Trusts and the Custodian desire to amend said Agreement; and WHEREAS, Article 14.4 of the Agreement allows for its amendment by a written instrument executed by the parties.

NOW, THEREFORE, the parties agree as follows:

Effective August 8, 2006, California Investment Trust, formerly a Massachusetts business trust, became a Delaware statutory trust; and

Effective October 31, 2006, all references to Trusts in the Agreement shall mean California Investment Trust.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

CALIFORNIA INVESTMENT TRUST                 U.S. BANK NATIONAL ASSOCIATION

By:  /s/ Stephen C. Rogers                  By:  /s/s Michael R. McVay

Printed Name:  Stephen C. Rogers            Printed Name:  Michael R. McVay

Title:  President                           Title:  Vice President

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.

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

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

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

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.

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.

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.

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
44 Montgomery Street, Suite 2100 San Francisco, CA 94104

and notice to the Trust shall be sent to:

California Investment Trust 44 Montgomery Street, Suite 2100 San Francisco, CA 94104

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.

CALIFORNIA INVESTMENT TRUST                CCM PARTNERS, LP


By:                                        By:
    ----------------------------               ---------------------------------


AS RESTATED:

CALIFORNIA INVESTMENT TRUST                                 CCM PARTNERS, LP


By:                                        By:
    ----------------------------               ---------------------------------


Date: October 7, 2005                                     Date: October 7, 2005

                                    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.

CALIFORNIA INVESTMENT TRUST

AMENDED AND RESTATED OPERATING EXPENSES AGREEMENT

THIS AMENDED AND RESTATED OPERATING EXPENSES AGREEMENT (the "Agreement") is effective as of the 1st day of January 2007, by and between CALIFORNIA INVESTMENT TRUST, a Delaware statutory trust (hereinafter called the "Trust"), on behalf of each series of the Trust listed in Appendix A hereto, as may be amended from time to time (hereinafter referred to individually as a "Fund" and collectively as the "Funds"), and CCM PARTNERS, a limited partnership organized and existing under the laws of the State of California (hereinafter called the "Advisor").

WITNESSETH:

WHEREAS, the Advisor renders advice and services to the Funds pursuant to the terms and provisions of the Investment Advisory Agreement between the Trust and the Advisor dated January 1, 2007 (the "Investment Advisory Agreement"); and

WHEREAS, the Funds are responsible for, and have assumed the obligation for, payment of certain expenses pursuant to the Investment Advisory Agreement that have not been assumed by the Advisor; and

WHEREAS, the Advisor desires to limit the Funds' respective Operating Expenses (as that term is defined in Paragraph 2 of this Agreement) pursuant to the terms and provisions of this Agreement, and the Trust (on behalf of the Funds) desires to allow the Advisor to implement those limits;

NOW THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties hereto, intending to be legally bound hereby, mutually agree as follows:

1. Limit on Operating Expenses. The Advisor hereby agrees to limit each Fund's Operating Expenses to the respective annual rate of total Operating Expenses specified for that Fund in Appendix A of this Agreement (the "Expense Caps").

2. Definition. For purposes of this Agreement, the term "Operating Expenses" with respect to a Fund is defined to include all expenses necessary or appropriate for the operation of the Fund including the Advisor's investment advisory or management fee as described in the Investment Advisory Agreement, and other expenses described in the Investment Advisory Agreement, but does not include any Rule 12b-1 fees, front-end or contingent deferred loads, shareholder servicing fees, taxes, interest, brokerage commissions, short sale dividend expenses, expenses incurred in connection with any merger or reorganization or extraordinary expenses such as litigation.

3. Reimbursement of Fees and Expenses. The Advisor, pursuant to the Investment Advisory Agreement, retains its right to receive reimbursement of reductions of its investment advisory fee and Operating Expenses paid by it that are not its responsibility as described in the Investment Advisory Agreement.

4. Recoupment Balance. Any fee reduced by the Advisor, or Operating Expenses paid by it (collectively, "subsidies"), pursuant to this Agreement may be reimbursed by a Fund to the Advisor at 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 (subsidies available for reimbursement to the Advisor under this paragraph are collectively referred to as the "Recoupment Balance"). For example, subsidized Operating Expenses relating to the period September 1, 2002 through August 31, 2003 would no longer be eligible for reimbursement after September 1, 2006. The Advisor generally seeks reimbursement on a rolling three-year basis whereby the oldest subsidies are recouped first. The Advisor may not request or receive reimbursement of the Recoupment Balance before payment of the Fund's operating expenses for the current year and cannot cause the Fund to exceed the Expense Cap or any other agreed upon expense limitation for that year in making such reimbursement. The Advisor agrees not to request or seek reimbursement of subsidized Operating Expenses that are no longer eligible for reimbursement.

5. Term. This Agreement shall become effective as of November 11, 2003 and shall remain in effect until August 31, 2004, unless sooner terminated as provided in Paragraph 6 of this Agreement. This Agreement shall continue in effect thereafter for additional periods not exceeding one (1) year so long as such continuation is approved for each Fund at least annually by the Board of Trustees of the Trust (and separately by the disinterested Trustees of the Trust).

6. Termination. This Agreement may be terminated at any time by the Trust on behalf of any one or more of the Funds or by the Board of Trustees of the Trust, upon sixty (60) days' written notice to the Advisor without payment of any penalty. The Advisor may decline to renew this Agreement by written notice to the Trust at least thirty (30) days before its annual expiration date.

7. Assignment. This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

8. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby.

9. Captions. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction of effect.

10. Governing Law. This Agreement shall be governed by, and construed in accordance with, 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 or rule, including the Investment Company Act of 1940, as amended, and the Investment Advisers Act of 1940, as amended, and any rules and regulations promulgated thereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested by their duly authorized officers, all on the day and year first above written.

CALIFORNIA INVESTMENT TRUST               CCM PARTNERS

By:                                       By:
       ---------------------------               ---------------------------
Name:                                     Name:
       ---------------------------               ---------------------------
Title:                                    Title:
       ---------------------------               ---------------------------

-----------------------------------------------------------------------------------------------------------------------------------
                                                                           Operating
Fund                                                                     Expense Limit                      Effective Date
-----------------------------------------------------------------------------------------------------------------------------------
o  U.S. Government Securities Fund                     Undesignated Class - 1.00%                    December 4, 1985
                                                       Class K - 1.50%                               October 31, 2003
-----------------------------------------------------------------------------------------------------------------------------------
o  Short-Term U.S. Government Bond Fund                Undesignated Class - 1.00%                    January 18, 2000
                                                       Class K - 1.50%                               October 31, 2003
-----------------------------------------------------------------------------------------------------------------------------------
o  The United States Treasury Trust                    Undesignated Class - 1.00%                    April 26, 1989
                                                       Class K - 1.50%                               October 31, 2003
-----------------------------------------------------------------------------------------------------------------------------------
o  S&P 500 Fund                                        Undesignated Class - 1.00%                    April 20, 1992
                                                       Class K - 1.50%                               October 31, 2003
-----------------------------------------------------------------------------------------------------------------------------------
o  S&P MidCap Fund                                     Undesignated Class - 1.00%                    April 20, 1992
                                                       Class K - 1.50%                               October 31, 2003
-----------------------------------------------------------------------------------------------------------------------------------
o  S&P SmallCap Fund                                   Undesignated Class - 1.00%                    October 2, 1996
                                                       Class K - 1.50%                               October 31, 2003
-----------------------------------------------------------------------------------------------------------------------------------
o  Equity Income Fund                                  Undesignated Class - 1.00%                    September 4, 1996
                                                       Class K - 1.50%                               October 31, 2003
-----------------------------------------------------------------------------------------------------------------------------------
o  Nasdaq-100 Index Fund                               Undesignated Class - 1.00%                    January 18, 2000
                                                       Class K - 1.50%                               October 31, 2003
-----------------------------------------------------------------------------------------------------------------------------------
o  European Growth & Income Fund                       Undesignated Class - 1.00%                    January 18, 2000
                                                       Class K - 1.50%                               October 31, 2003
-----------------------------------------------------------------------------------------------------------------------------------
o  California Tax-Free Income Fund                     Undesignated Class - 1.00%                    December 4, 1985
-----------------------------------------------------------------------------------------------------------------------------------
o  California Insured Intermediate Fund                Undesignated Class - 1.00%                    December 20, 1992
-----------------------------------------------------------------------------------------------------------------------------------
o  California Tax-Free Money Market Fund               Undesignated Class - 1.00%                    December 4, 1985
-----------------------------------------------------------------------------------------------------------------------------------

CALIFORNIA INVESTMENT TRUST               CCM PARTNERS

By:                                       By:
       ---------------------------               ---------------------------
Name:                                     Name:
       ---------------------------               ---------------------------
Title:                                    Title:
       ---------------------------               ---------------------------

Date:                                     Date:
       ---------------------------               ---------------------------

CALIFORNIA INVESTMENT TRUST                           CCM PARTNERS

Law Offices of Paul, Hastings, Janofsky & Walker LLP 55 Second Street San Francisco, California 94105-3441 Telephone (415) 856-7000 Facsimile (415) 856-7100 Internet: www.paulhastings.com

January 2, 2007

California Investment Trust
44 Montgomery Street, Suite 2100
San Francisco, California 94104

Re: California Investment Trust - Shares of U.S. Government Securities Fund, Short-Term U.S. Government Bond Fund, The United States Treasury Trust, S&P 500 Index Fund, S&P MidCap Index Fund, S&P SmallCap Index Fund, Equity Income Fund, European Growth & Income Fund, Nasdaq-100 Index Fund, California Tax-Free Income Fund, California Insured Intermediate Fund and California Tax-Free Money Market Fund

Ladies and Gentlemen:

We have acted as legal counsel to the California Investment Trust, a Delaware statutory trust (the "Trust"), in connection with the Trust's Post-Effective Amendment No. 34 to its Registration Statement filed on Form N-1A with the Securities and Exchange Commission (the "Amendment") and relating to the issuance by the Trust of an indefinite number of shares, including, with respect to specified series of the Trust, Class K shares, of beneficial interest, no par value (the "Shares"), in respect of U.S. Government Securities Fund, Short-Term U.S. Government Bond Fund, The United States Treasury Trust, S&P 500 Index Fund, S&P MidCap Index Fund, S&P SmallCap Index Fund, Equity Income Fund, European Growth & Income Fund, Nasdaq-100 Index Fund, California Tax-Free Income Fund, California Insured Intermediate Fund and California Tax-Free Money Market Fund series of the Trust (each a "Fund" and collectively, the "Funds").

In connection with this opinion, we have assumed the authenticity of all records, documents and instruments submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons, and the conformity to the originals of all records, documents, and instruments submitted to us as copies. We have based our opinion on the following:

(a) the Trust's Agreement and Declaration of Trust dated August 8, 2006 (the "Declaration of Trust"), certified to us by an officer of the Trust as being a true, complete and correct copy of the Declaration of Trust and in effect on the date hereof;

(b) the Bylaws of the Trust dated August 8, 2006, certified to us by an officer of the Trust as being a true, complete and correct copy of the Bylaws and in effect on the date hereof;

California Investment Trust
January 2, 2007

(c) resolutions of the Trustees of the Trust adopted by unanimous written consent on August 8, 2006, ratifying the establishment of the Funds and authorizing the issuance of the Shares, certified by an officer of the Trust as being in full force and effect through the date hereof;

(d) a copy of the Amendment as filed with the Securities and Exchange Commission on Form N-1A; and

(e) a certificate of an officer of the Trust as to certain factual matters relevant to this opinion.

Our opinion below is limited to the federal law of the United States of America and the statutory trust law of the State of Delaware. We are not licensed to practice law in the State of Delaware, and we have based our opinion below solely on our review of Chapter 38 of Title 12 of the Delaware Code and the case law interpreting such Chapter as reported in a standard compilation thereof. We have not undertaken a review of other Delaware law or of any administrative or court decisions in connection with rendering this opinion. We disclaim any opinion as to any law other than federal law of the United States of America and the statutory trust law of the State of Delaware as described above, and we disclaim any opinion as to any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental authority.

Based on the foregoing and our examination of such questions of law as we have deemed necessary and appropriate for the purpose of this opinion, and assuming that (i) all of the Shares in respect of the Funds will be issued and sold for cash at the per-share public offering price on the date of their issuance in accordance with statements in the Funds' prospectus included in the Amendment and in accordance with the Declaration of Trust, (ii) all consideration for the Shares will be actually received by the Funds, and (iii) all applicable securities laws will be complied with, it is our opinion that, when issued and sold by the Funds, the Shares will be legally issued, fully paid and nonassessable by the Trust.

This opinion is rendered to you in connection with the filing of the Amendment to the Trust's registration statement on Form N-1A with respect to the Funds and is solely for your benefit. This opinion may not be relied upon by you for any other purpose or relied upon by any other person, firm, corporation or other entity for any purpose, without our prior written consent. We disclaim any obligation to advise you of any developments in areas covered by this opinion that occur after the date of this opinion.

We hereby consent to (i) the reference to our firm as Legal Counsel in the prospectus and/or statement of additional information of the Funds included in the Amendment; and (ii) the filing of this opinion as an exhibit to the Amendment.

Very truly yours,

/s/ PAUL, HASTINGS, JANOFSKY & WALKER LLP

CODE OF ETHICS
(Revised December 31 2006)

I. Legal Requirement

Rule 17j-1 under the Investment Company Act of 1940, as amended (the "1940 Act"), requires every investment company (as well as its investment advisor and principal underwriter) to have a written Code of Ethics, which specifically deals with "insider trading" by "access persons." Access Persons are defined to include officers of California Investment Trust, a Delaware statutory trust (the "Trust"), directors and officers of CCM Partners (the "Adviser"), advisory personnel of the Adviser with substantial responsibility or with knowledge of the investments of the Funds constituting series of the Trust (each, a "Fund"), and each member of the Board of Trustees. The Rule also requires that reasonable diligence be used and procedures instituted to prevent violations of this Code of Ethics.

The Code of Ethics is designed to provide a program for detecting and preventing insider trading and other violations of fiduciary duties by requiring Access Persons to report personal holdings and securities transactions of securities of the types, which the Funds may purchase. The reason underlying this reporting requirement is the potential for insiders who have knowledge of what a Fund is doing to take advantage of this information to trade in advance of a Fund. If the security involved is thinly traded or if the Fund buys or sells in big enough blocks to move the market, this type of insider trading could disadvantage the Fund or unfairly benefit the insider. The Code of Ethics is also aimed at minimizing conflicts of interest and the appearance of such conflicts.

Under the Code of Ethics, all Access Persons, except Independent Trustees (who meet the exemptions in Sections VII), are required to file reports of their personal holdings and securities transactions (excluding securities issued or guaranteed by the United States Government, its agencies or instrumentalities; bankers' acceptances; bank certificates of deposit; commercial paper and high quality short-term debt instruments, repurchase agreements, other money market instruments, and non-Reportable Funds) at least quarterly within 30 days after the close of the applicable quarter. These reports are then compared against the activities of the Funds and if a pattern emerges that indicates abusive trading of Access Persons of the Trust, the matter is referred to the Board of Trustees who will review the pattern and makes appropriate inquiries and decides what action, if any, is then necessary and for Access Persons of the Advisor, the Advisor will review the matter and make a report to the Board of Trustees upon the resolution of the matter. Additionally, Access Persons are required to obtain prior written approval before making any investment in an Initial Public Offering ("IPO") or private placement offering. Before approval of any such investment, the transaction will be carefully reviewed for any immediate or future potential conflicts of interest.

Independent Trustees who do not have day-to-day contact with the Funds and who do not have specific knowledge of the Funds' intended investments are not required to file any reports, and there is no restriction on their personal securities trading activities (excepted as provided for in Section VII).

This Code of Ethics is not intended to cover all possible areas of potential liability under the 1940 Act or under the federal securities laws in general. For example, other provisions of Section 17 of the 1940 Act prohibit various transactions between a registered investment company and affiliated persons, including the knowing sale or purchase of property to or from a registered investment company on a principal basis, and joint transactions (e.g., combining to achieve a substantial position in a security or commingling of funds) between an investment company and an affiliated person. Persons covered by this Code of Ethics are advised to seek advice before engaging in any transactions involving securities held or under consideration for purchase or sale by a Fund of the Trust.

In addition, the Securities Exchange Act of 1934 may impose fiduciary obligations and trading restrictions on Access Persons in certain situations. It is expected that Access Persons will be sensitive to these areas of potential conflict, even though this Code of Ethics does not address specifically these other areas of fiduciary responsibility.

II. Implementation

In order to implement this Code of Ethics, a compliance officer and two alternates should be designated. These individuals are:

Michael O'Callaghan, Compliance Officer Steve Rogers, Alternate Rodney Yee, Alternate

The compliance officer shall create a list of advisory persons and other Access Persons and update the list with reasonable frequency. The compliance officer shall circulate a copy of this Code of Ethics to each Access Person, together with an acknowledgment of receipt, which shall be signed and returned to the compliance officer by each Access Person. The compliance officer is charged with responsibility for insuring that the reporting requirements of this Code of Ethics (see Section VI) are adhered to by all Access Persons. The compliance officer shall be responsible for ensuring that the review requirements of this Code of Ethics (see Section VIII) are performed in a prompt manner. The compliance officer shall also be responsible for giving special prior approval to transactions that would otherwise be prohibited pursuant to
Section IV of this Code of Ethics.

III. Definitions

(a) "Access person" means any trustee, director or general partner, officer or advisory person of a Fund or Trust or the Adviser. Spouses, children and "immediate family members" sharing the household of such persons may also be considered an "Access Person" under this Code to the extent provided in the definition of "Beneficial ownership" below.

(b) "Advisory person" means (i) any employee of (A) a Trust, (B) an investment advisor to a Trust or (C) any company in control relationship to a Trust, who, in connection with his regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of a security by a Fund of the Trust, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) any natural person in a control relationship to a Trust or an investment adviser to a Trust who obtains information concerning recommendations made to a Trust with regard to the purchase or sale of a security.

(c) A security is "being considered for purchase or sale" when a recommendation to purchase or sell a security has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.

(d) "Beneficial ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of
Section 16 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations thereunder, with the exception that the determination of direct or indirect beneficial ownership shall apply to all securities which an Access Person has or acquires. The rules promulgated under
Section 16 of the 1934 Act provide that persons are presumed to have an indirect pecuniary interest, and therefore "Beneficial ownership" of, securities that are held by members of a person's "immediate family" sharing the same household, and that "immediate family" includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes adoptive relationships.

(e) "Control" has the same meaning as in Section 2(a) (9) of the 1940 Act.

(f) A Security "Held or to be Acquired" by any Fund means (i) any Security which, within the most recent 15 days from the date of determination (A) is or has been held by any Fund; or (B) is being or has been considered by any Fund or its investment adviser for purchase by the Fund; and (ii) any option to purchase or sell, and any security convertible into or exchangeable for, a Security in sub-clause (i) of this definition.

(g) "Investment Personnel" of a Trust or of the Adviser means (i) any employee of a Trust or the Adviser (or of any company in a control relationship to the Trust or the Adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by a Fund; or (ii) any natural person who controls the Trust or the Adviser and who obtains information concerning recommendations made to a Fund regarding the purchase or sale of securities by a Fund.

(h) "Purchase or sale of a security" includes the writing of an option to purchase or sell a security.

(i) "Reportable Fund" means, for a particular Access Person, any mutual fund for which the investment adviser with whom the Access Person is associated, if any (the "Associated Adviser"), serves as investment adviser (including any sub-adviser) or any mutual fund whose investment adviser or principal underwriter controls the Associated Adviser, is controlled by the Associated Adviser, or is under common control with the Associated Adviser.

(j) "Security" shall have the meaning set forth in Section 2(a) (36) of the 1940 Act, except that it shall not include shares of mutual funds that are not Reportable Funds, securities issued by the Government of the United States (including Government agencies or instrumentalities), short term debt securities which are "government securities" within the meaning of Section 2(a)
(16) of the 1940 Act, bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, repurchase agreements and other money market instruments.

IV. Prohibited Purchases and Sales

No Access Person (except for any independent Trustees, who are presumed to have no actual knowledge of the following matters described in sub-clauses (a) and (b) below) shall purchase or sell directly or indirectly, any Security in which he or she has, or by reason of such transactions acquires, any direct or indirect beneficial ownership, which Security to his or her actual knowledge at the time of such purchase or sale:

(a) is being considered for purchase or sale by a Reportable Fund (Index Funds excepted, where an "Index Fund" is a Fund which seeks to match the performance of an Index);
(b) has been purchased or sold by a Reportable Fund within the most recent 7 days if such person participated in the recommendation to, or the decision by, the Reportable Fund to purchase or sell such security (Index Funds transactions excepted).

These restrictions shall continue to apply until the recommendation has been rejected or any trade instruction to buy or sell has been completed or canceled. Knowledge of any such consideration, intention, recommendation or purchase or sale is always a matter of strictest confidence.

Investment Personnel must obtain prior written approval from the Adviser's compliance officer before making an investment in an IPO or private placement.

Exceptions. These restrictions and the requirement for prior approval shall not apply to purchases or sales which receive the prior approval of the compliance officer because they are only remotely potentially harmful to a Fund, or because they would be very unlikely to affect a highly institutional market, or because they clearly are not related economically to the securities to be purchased, sold or held by a Fund.

General Anti-Fraud Obligation. It is unlawful and prohibited for any affiliated person of a Fund, or any affiliated person of the investment adviser for the fund, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by a Fund:

A. To employ any device, scheme or artifice to defraud any Fund;

B. To make any untrue statement of a material fact to the any Fund or omit to state a material fact necessary in order to make the statements made to any Fund, in light of the circumstances under which they are made, not misleading;

C. To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on any Fund; or

D. To engage in any manipulative practice with respect to any Fund.

V. Exempted Transactions/Securities

The prohibitions of Section IV of this Code (except for the General Anti-Fraud Obligations, to which there no exceptions applies) shall not apply to:

(a) Purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control.

(b) Purchases or sales, which fall below either 1,000 shares or $50,000, whichever is greater (except IPOs and private placements).

(c) Purchases or sales of securities, which are not eligible for purchase, or sale by any Fund (except IPOs and private placements).

(d) Purchases or sales, which are non-volitional on the part of either the Access Person or a Trust (except IPOs and private placements) (e.g., receipt of gifts).

(e) Purchases, which are part of an automatic dividend reinvestment, plan.

(f) Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

(g) Purchases and sales, which have received the prior approval of the compliance officer.

(h) Purchases and sales or securities, which are not, included in the definition of "Security" in Part III.g - i.e., non-Reportable Fund shares, government securities and money market instruments.

(i) Purchases and sales of securities, which are in an Index Fund.

VI. Reporting

(a) Subject to the exceptions set forth below, all Access Persons, with the exception of the Independent Trustees who meet the requirements of
Section VII(a), shall report to the Trust or the Adviser the information described in this Section VI(b) with respect to transactions in any security in which such Access Person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the security.

(b) Every report shall be made not later than thirty (30) days after the end of each calendar quarter and shall contain the following information:

(1) The date of the transaction, the title and the number of shares, the interest rate and maturity date (if applicable), and the principal amount of each security involved;

(2) The nature of the transaction (i.e., purchase, sale, or any other type of acquisition of disposition); ----

(3) The price at which the transaction was effected;

(4) The name of the broker, dealer, or bank with or through whom the transaction was effected; and

(5) The date that the report is being submitted.

(c) For periods in which no reportable transactions were effected, the report shall contain a representation that no transactions subject to the reporting requirements were effected during the relevant time period.

(d) Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he has any director indirect beneficial ownership in the security to which the report relates.

(e) Copies of statements or confirmations containing the information specified in paragraph (b) above may be submitted in lieu of listing the transactions.

(f) Each Access Person (with the exception of the Independent Trustees) must make an Initial Holdings Report within 10 days of becoming an Access Person and an Annual Holdings Report, which must contain information, current within 30 days before the report is submitted. Each of these reports must contain the following information:

(1) the title, number of shares and principal amount of each security in which the Access Person had any direct or indirect beneficial ownership;

(2) the name of any broker, dealer or bank with whom the Access Person maintained an account where such security was held; and

(3) the date that the report is being submitted.

VII. Exceptions to Reporting Requirements

(a) An independent Trustee, i.e., a Trustee of a Trust who is not an "interested person" (as defined in Section 2(a) (19) of the 1940 Act) of a Trust, is not required to file a report on a transaction in a security; provided, however, that such Trustee neither knew nor, in the ordinary course of fulfilling his or her official duties as a trustee of a Trust, should have known that, during the 15-day period immediately preceding or after the date of the transaction by the Trustee, such security is or was purchased or sold by a Trust or is or was being considered for purchase by its investment adviser.

(b) An independent Trustee is not required to furnish the Initial Holdings Report or the Annual Holdings Report specified in Section VI(f).

(c) Access Persons also need not make a report with respect to an exempted transaction security as described in Section V of this Code (e.g., non-Reportable Fund shares).

VIII. Review

The compliance officer (or the alternate, as appropriate) shall compare all reports of personal securities transactions with completed and contemplated portfolio transactions of each Fund to determine whether a violation of the Code of Ethics may have occurred. No person shall review his or her own report. Before making any determination that a violation has been committed by any person, the compliance officer shall give such person an opportunity to supply additional explanatory material. If a securities transaction of the compliance officer is under consideration, the Chairman shall act in all respects in the manner prescribed herein for the compliance officer.

If the compliance officer determines that a violation of the Code of Ethics has or may have occurred, he or she shall, following consultation with counsel to the Trust, submit his or her written determination, together with the transaction report, if any, and any additional explanatory material provided by the individual, to the President or, if the President shall be the compliance officer, the Treasurer, who shall make an independent determination of whether a violation has occurred.

The compliance officer shall be responsible for maintaining a current list of all Access Persons (including all Trustees) and for identifying all reporting Access Persons on such list, and shall take steps to ensure that all reporting Access Persons have submitted reports in a timely manner. Failure to submit timely reports will be communicated to the Board of Trustees.

IX. Board Oversight

The Board of Trustees must initially approve the Code of Ethics for the Trust and the Adviser, and the Board of Trustees must approve any material changes to the Code of Ethics within six (6) months of such change. The compliance officer shall (i) promptly notify the Board of any material violation of the Code; (ii) provide to the Board a written report summarizing any and all material issues that arose during the previous year, and (iii) annually certify that the Adviser has adopted procedures in compliance with the Code of Ethics and Rule 17j-1 under the 1940 Act.

X. Sanctions

If a material violation of this Code occurs or a preliminary determination is made that a violation may have occurred, a report of the alleged violation shall be made to the Board of Trustees. The Board of Trustees or the Adviser may impose such sanctions as it deems appropriate, including, a letter of censure, suspension, or termination of the employment of the violator, and/or a disgorging of any profits made by the violator.