Exhibit (h)(6)
ADMINISTRATION AGREEMENT
THIS AGREEMENT is made and entered into this 1st day of November, 2001, by
and between CCM ADVISORS FUNDS, a Delaware business trust (the "Trust"), and CCM
ADVISORS, LLC, a Delaware limited liability company ("CCMA").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Trust has established separate series of shares of beneficial
interest ("Shares"), each corresponding to a separate investment portfolio
having its own investment objective, and may establish additional series in the
future (such existing and future series are collectively referred to herein as
the "Portfolios");
WHEREAS, the Trust desires to retain CCMA to render administrative services
to the Trust and each of its series listed on Appendix A, as amended from time
to time, in the manner and on the terms and conditions set forth below; and
WHEREAS, CCMA is willing to provide administrative services to the Trust
and each of its series, in the manner and on the terms and conditions set forth
below;
NOW, THEREFORE, in consideration of their mutual promises, the Trust and
CCMA agree as follows:
ARTICLE 1
Employment of CCMA
1.1 The Trust hereby employs CCMA to administer, or arrange for the
administration of, its affairs to the extent requested by, and subject to the
supervision and control of, the Board of Trustees of the Trust (the "Trustees")
for the period and upon the terms herein set forth.
1.2 CCMA accepts such employment and agrees during such period at its own
expense to render the services, or to arrange for the services to be rendered,
and to assume the obligations herein set forth.
1.3 CCMA shall for purposes of this Agreement be deemed to be an
independent contractor, and unless otherwise expressly provided or authorized
shall have no authority to act for or represent the Trust in any way or
otherwise be deemed an agent of the Trust.
1.4 The services of CCMA herein provided are not to be deemed exclusive and
CCMA shall be free to render similar services or other services to others so
long as its services hereunder shall not be impaired thereby.
ARTICLE 2
Duties of CCMA
2.1 Administrative Services. Subject to the terms of this Agreement and the
supervision and control of the Trustees, CCMA shall be responsible for all
aspects of the Trust's administration and operation and shall supervise the
business and affairs of the Trust and the Portfolios, providing such services
and facilities as may be required for the effective administration of the Trust
and the Portfolios as are not provided by employees or other agents engaged by
the Trust; provided that the CCMA shall not have any obligation to provide under
this Agreement any such services which are the subject of a separate agreement
or arrangement between the Trust and CCMA, any affiliate of CCMA, or any third
party administrator. Such administrative services include, but are not limited
to:
(a) Preparation and maintenance of the Trust's registration statement
with the Securities and Exchange Commission ("SEC");
(b) Preparation and periodic updating of the prospectus and statement
of additional information for the Portfolios ("Prospectus");
(c) Preparation, filing with appropriate regulatory authorities, and
dissemination of various reports for the Trust, including but not limited
to semiannual reports to shareholders under Section 30(d) of the 1940 Act,
annual and semiannual reports on Form N-SAR, and notices pursuant to Rule
24f-2;
(d) Arrangement for all meetings of shareholders, including the
collection of all information required for preparation of proxy statements,
the preparation and filing with appropriate regulatory agencies of such
proxy statements, the supervision of solicitation of shareholders and
shareholder nominees in connection therewith, tabulation (or supervision of
the tabulation) of votes, response to all inquiries regarding such meetings
from shareholders, the public and the media, and preparation and retention
of all minutes and all other records required to be kept in connection with
such meetings;
(e) Maintenance and retention of all Trust charter documents and the
filing of all documents required to maintain the Trust's status as a
Delaware business trust and as a registered open-end investment company;
(f) Arrangement and preparation and dissemination of all materials for
meetings of the Trustees and committees thereof and preparation and
retention of all minutes and other records thereof;
(g) Preparation and filing of the Trust's Federal, state, and local
income tax returns and calculation of any tax required to be paid in
connection therewith;
(h) Calculation of the Trust's and each Portfolio's expenses and
arrangement for the payment thereof;
(i) Calculation of and arrangement for payment of all income, capital
gain, and other distributions to shareholders of each Portfolio;
(j) Determination, after consultation with the officers of the Trust,
of the jurisdictions in which Shares shall be qualified for sale, or may be
sold pursuant to an exemption from such qualification, and preparation and
maintenance of the qualification of the Shares for sale under the
securities laws of each such jurisdiction;
(k) Provision of the services of person who may be appointed as
officers of the Trust by the Trustees (it is agreed that some person or
persons may be officers of both the Trust and CCMA, and that the existence
of any such dual interest shall not affect the validity of this Agreement
except as otherwise provided by specific provision of applicable law);
(l) Preparation and dissemination of the Trust's and each Portfolio's
quarterly financial information to the Trustees and preparation of such
other reports relating to the business and affairs of the Trust and each
Portfolio as the officers and Trustees may from time to time reasonably
request;
(m) Administration of the Trust's Code of Ethics and required
reporting to the Trustees of Trustee and officer compliance therewith;
(n) Provision of internal legal, accounting, compliance, audit, and
risk management services and periodic reporting to the Trustees with
respect to such services;
(o) Negotiation, administration, and oversight of third party services
to the Trust including, but not limited to, custody, tax, transfer agency,
disaster recovery, audit, and legal services;
(p) Negotiation and arrangement for insurance desired or required of
the Trust and administering all claims thereunder;
(q) Response to all inquiries by regulatory agencies, the press, and
the general public concerning the business and affairs of the Trust,
including the oversight of all periodic inspections of the operations of
the Trust and its agents by regulatory authorities and responses to
subpoenas and tax levies;
(r) Handling and resolution of any complaints registered with the
Trust by shareholders, regulatory authorities, and the general public;
(s) Monitoring legal, tax, regulatory, and industry developments
related to the business affairs of the Trust and communicating such
developments to the officers and the Trustees as they may reasonably
request or as CCMA believes appropriate;
(t) Administration of operating policies of the Trust and
recommendation to the officers and the Trustees of the Trust of
modifications to such policies to facilitate the protection of shareholders
or market competitiveness of the Trust and Portfolios and to the extent
necessary to comply with new legal or regulatory requirements;
(u) Responding to surveys conducted by third parties and reporting of
Portfolio performance and other portfolio information; and
(v) Filing of claims, class actions involving portfolio securities,
and handling administrative matters in connection with the litigation or
settlement of such claims.
ARTICLE 3
Allocation of Charges and Expenses
3.1 Charges and Expenses Allocated to CCMA. CCMA shall provide all
executive, administrative, clerical and other personnel necessary to operate the
Trust and shall pay the salaries and other costs of employing all of these
persons. CCMA shall also furnish the Trust with office space, facilities, and
equipment and shall pay the day-to-day expenses related to the operation and
maintenance of such office space, facilities and equipment. All expenses
incurred in the organization of the Trust or of any new Portfolios of the Trust,
including legal and accounting expenses and certain costs of registering
securities of the Trust under federal law and qualifying for sale under state
securities laws, shall also be paid by CCMA.
3.2 Charges and Expenses Allocated to the Trust.
(a) The Trust shall be responsible for payment of all expenses it may
incur in its operation and all of its general administrative expenses,
except those expressly assumed by CCMA as described in Section 3.1 above.
These include (by way of description and not of limitation), any share
redemption expenses, expenses of portfolio transactions, shareholder
servicing costs, pricing costs, interest on borrowings by the Trust,
charges of the custodians and transfer agent, if any, cost of auditing
services, non-interested Trustees' fees, all taxes and fees, investment
advisory fees (other than subadvisory fees), certain insurance premiums,
cost of maintenance of corporate existence, investor services (including
allocable personnel and telephone expenses), costs of printing and mailing
updated Trust prospectuses to shareholders and contractholders, preparing,
printing and mailing proxy statements and shareholder reports to
shareholders and contractholders, the cost of paying dividends and capital
gains distributions, costs of Trustee and shareholder meetings, dues to
trade organizations, and any extraordinary expenses, including litigation
costs in legal actions involving the Trust, or costs related to
indemnification of Trustees, officers and employees of the Trust.
(b) In connection with the services to be provided by CCMA under this
Agreement, CCMA may to the extent that it deems appropriate, make use of
subcontractors selected by CCMA, provided that CCMA shall supervise and
remain fully responsible for the services of all such third parties in
accordance with and to the extent provided by this Agreement. All costs and
expenses associated with services provided by any such third parties shall
be borne by CCMA or such parties.
(c) The Trust shall be free to retain at its expense other persons to
furnish it with any services whatsoever, including, without limitation,
statistical, factual or technical information or advice.
(d) Any expenses borne by the Trust that are attributable solely to
the operation or business of a Portfolio shall be paid solely out of such
Portfolio's assets. Any expense borne by the Trust which is not solely
attributable to a Portfolio, nor solely to any other series of shares of
the Trust, shall be apportioned in such a manner as CCMA determines is fair
and appropriate, or as otherwise specified by the Trustees.
ARTICLE 4
Compensation of CCMA
4.1 For the services to be rendered, the facilities to be furnished and the
payments to be made by CCMA, as provided herein, the Trust shall pay to CCMA for
each of the Trust's fiscal quarters on the last day of each such quarter a fee
based upon the average daily net assets of each Fund, as applicable, as
determined pursuant to the Trust's registration statement and declaration of
trust, at the annual rates set forth in Appendix B.
4.2 For the quarter and year in which this agreement becomes effective or
terminates there shall be an appropriate proration on the basis of the number of
days that the agreement is in effect during the quarter and year respectively.
4.3 If, pursuant to the Trust's Registration Statement and Declaration of
Trust, the net asset value is not required to be determined on any particular
business day, then for the purpose of the foregoing computations, the net asset
value of a share as last determined shall be deemed to be the net asset value of
a share as of the close of business on that day.
ARTICLE 5
Limitations of Liability
5.1 Limitation of Liability of CCMA. CCMA shall give the Trust the benefit
of CCMA's reasonable best judgment and efforts in rendering services under this
agreement; provided, that CCMA shall not be liable for any error of judgment or
import of law, or for any loss suffered by the Trust in connection with the
matters to which this agreement relates, except loss resulting from: (i) willful
misfeasance, bad faith or gross negligence on the part of CCMA in the
performance of its obligations and duties under this agreement; and (ii) its
reckless disregard of its obligations and duties under this agreement.
5.2 Limitation of Liability of Trust. CCMA acknowledges that it has
received notice of and accepts the limitations on the Trust's liability as set
forth in the Trust's Declaration of Trust, as amended from time to time. In
accordance therewith, CCMA agrees that the Trust's obligations hereunder shall
be limited to the assets of the Portfolios, and with respect to each Portfolio
shall be limited to the assets of such Portfolio, and no party shall seek
satisfaction of any such obligation from any shareholder of the Trust, nor from
any trustee, officer, employee or agent of the Trust.
ARTICLE 6
Books and Records
6.1 CCMA hereby undertakes and agrees to maintain, in the form and for the
period required, all records relating to the Trust's investments that are
required to be maintained by the Trust pursuant to applicable law.
6.2 CCMA agrees that all books and records which it maintains for the Trust
are the property of the Trust and further agrees to surrender promptly to the
Trust any such books, records or information upon the Trust's request. All such
books and records shall be made available, within five business days of a
written request, to the Trust's accountants or auditors during regular business
hours at CCMA's offices. The Trust or its authorized representative shall have
the right to copy any records in the possession of CCMA which pertain to the
Trust. Such books, records, information or reports shall be made available to
properly authorized government representatives consistent with state and federal
law and/or regulations. In the event of the termination of this agreement, all
such books, records or other information shall be returned to the Trust free
from any claim or assertion of rights by CCMA.
6.3 CCMA further agrees that it will not disclose or use any records or
information obtained pursuant to this agreement in any manner whatsoever except
as authorized in this agreement and that it will keep confidential any
information obtained pursuant to this agreement and disclose such information
only if the Trust has authorized such disclosure, or if such disclosure is
required by federal or state regulatory authorities.
ARTICLE 7
Duration and Termination of this Agreement
7.1 Effective Date and Term. This agreement shall become effective as of
the date first written above and shall continue in effect from year to year
unless terminated as set forth in Section 7.2.
7.2 Termination.
(a) As to any Portfolio or the Trust, this agreement may be terminated
at any time, without penalty, by vote of the Trustees or by CCMA, on sixty
(60) days' written notice to the other party.
(b) This agreement may be terminated at any time without the payment
of any penalty by vote of the Trustees in the event that it shall have been
established by a court of competent jurisdiction that CCMA or any officer
or director of CCMA has taken any action which results in a breach of the
covenants of CCMA set forth herein.
(c) This agreement shall not be assigned without the prior written
consent of the Trust.
ARTICLE 8
Amendments to this Agreement
8.1 This agreement may be amended as to each Portfolio by the parties only
if such amendment is specifically approved by the Trustees.
ARTICLE 9
Notices
9.1 Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Trust:
CCM Advisors Funds
000 X. XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx
If to CCMA:
CCM Advisors, LLC.
000 X. XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx
ARTICLE 10
Miscellaneous Provisions
10.1 Other Relationships. It is understood that the officers, directors,
agents, shareholders and other affiliates of the Trust are or may be interested
in CCMA as officers, directors, agents, shareholders, affiliates or otherwise,
and that the officers, directors, shareholders, agents and other affiliates of
CCMA may be interested in the Trust otherwise than as a shareholder.
10.2 Definitions of Certain Terms. The terms "assignment", "affiliated
person" and "interested person", when used in this agreement, shall have the
respective meanings specified in the 1940 Act.
10.3 Applicable Law.
(a) This agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of Illinois without
regard to conflicts of law principles or precedents.
(b) This agreement shall be subject to the provisions of the
Securities Act of 1933, Securities Exchange Act of 1934, the 1940 Act, the
Investment Advisers Act of 1940 and the rules and regulations and rulings
thereunder, including such exemptions from those statutes, rules and
regulations as the SEC may grant and the terms hereof shall be interpreted
and construed in accordance therewith.
10.4 Severability. If any provision of this agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
agreement shall not be affected thereby.
10.5 Captions. The captions in this agreement are included for convenience
of reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.
10.6 Counterparts. This agreement may be executed simultaneously in
multiple counterparts, each of which taken together shall constitute one and the
same instrument.
10.7 Cooperation with Authorities. Each party hereto shall cooperate with
the other party and all appropriate governmental authorities (including without
limitation the SEC) and shall permit such authorities reasonable access to its
books and records in connection with any investigation or inquiry relating to
this agreement or the transactions contemplated hereby.
10.8 Cumulative Rights. The rights, remedies and obligations contained in
this agreement are cumulative and are in addition to any and all rights,
remedies and obligations, at law or in equity, which the parties hereto are
entitled to under state and federal laws.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed in their names and on their behalf by their duly authorized officers
all on the day and year first above written.
CCM ADVISORS, LLC
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Managing Director
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CCM ADVISORS FUNDS
By:/s/ Xxxxxxx X. Xxxxxxx
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Title: President
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