Exhibit (g)(4)
SPECIAL FOREIGN CUSTODY MANAGER AGREEMENT
This Agreement is made as of ___________, 2001 between CCM Advisors Funds
(the "Trust"), on behalf of its International Core Equity Master Portfolio
series (the "Fund"), and Pyrford International PLC (the "Investment Manager").
WHEREAS, The Trust desires to appoint the Investment Manager as a Special
Foreign Custody Manager on the terms and conditions contained herein.
WHEREAS, The Investment Manager believes it appropriate that it serve as
Special Foreign Custody Manager and perform the duties set forth herein on the
terms and condition contained herein.
NOW, THEREFORE, in consideration of the terms of this Agreement, each of
the Trust and the Investment Manager agrees as follows:
Section 1 - Defined Terms. Whenever used in this Agreement, the following words
and phrases shall have the following meanings, unless the context otherwise
requires:
"Eligible Securities Depository" means a system for the central handling of
securities as defined in 1940 Act Rule 17f-4 that: (i) acts as or operates a
system for the central handling of securities or equivalent book-entries in the
country where it is incorporated, or a transnational system for the central
handling of securities or equivalent book-entries; (ii) is regulated by a
foreign regulatory authority as defined in Section 2(a)(50) of the 1940 Act;
(iii) holds assets for the custodian that participates in the system on behalf
of the Trust under safekeeping conditions no less favorable than the conditions
that apply to other participants; (iv) maintains records that identify the
assets of each participant and segregate the system's own assets from the assets
of participants; (v) provides periodic reports to its participants with respect
to its safekeeping of assets, including notices of transfers to or from any
participant's account; and (vi) is subject to periodic examination by regulatory
authorities or independent accountants.
"Rule" means Rule 17f-7 under the 1940 Act.
"1940 Act" means the Investment Company Act of 1940, as amended.
Section 2 - Delegation to the Investment Manager as Special Foreign Custody
Manager. The Trust on behalf of the Fund, pursuant to resolution adopted by the
Trust's Board of Trustees (the "Board"), hereby delegates to the Investment
Manager the responsibility for selecting Eligible Securities Depositories, and
the Investment Manager hereby accepts such delegation, as Special Foreign
Custody Manager of the Trust on behalf of the Fund. In performing its delegated
responsibilities as Special Foreign Custody Manager, the Special Foreign Custody
Manager shall consider the analysis of the custody risks associated with
maintaining the Fund's assets with an Eligible Securities Depository that is
provided by the Trust's Primary Custodian (as defined in the Rule) pursuant to
the custodial contract between the Trust and such Primary Custodian. The Special
Foreign Custody Manager's determination to place the Fund's assets with an
Eligible Securities Depository may be made in the overall context of the
Investment Manager's determination to invest in a particular country.
Section 3 - Standard of Care as Special Foreign Custody Manager of the Fund. In
performing the responsibilities delegated to it, the Special Foreign Custody
Manager agrees to exercise reasonable care, prudence and diligence such as a
person having responsibility for the safekeeping of assets of management
investment companies registered under the 1940 Act would exercise or to adhere
to a higher standard of care.
Section 4 - Withdrawal Requirements. If the arrangements with an Eligible
Securities Depository no longer meets the requirements of the Rule, the
Investment Manager shall withdrawal the Fund's assets from that depository as
soon as reasonably practicable.
Section 5 - Effective Date and Termination of the Investment Manager as Special
Foreign Custody Manager. The Board's delegation to the Investment Manager as
Special Foreign Custody Manager of the Trust on behalf of the Fund shall be
effective as of the date hereof and shall remain in effect until terminated at
any time, without penalty, by written notice from the terminating party to the
non-terminating party. Termination will become effective thirty days after
receipt by the non-terminating party of such notice.
Section 6 - Representations.
6.1 The Trust hereby represents that (a) this Agreement has been duly
authorized, executed and delivered by the Trust on behalf of the Fund,
constitutes a valid and legally binding obligation of the Trust on behalf of the
Fund, enforceable in accordance with its terms, and no statute, regulation,
rule, order, judgment or contract binding on the Trust prohibits the Trust's
execution or performance of this Agreement; and (b) this Agreement has been duly
approved and authorized by the Board.
6.2 The Investment Manager represents that this Agreement has been duly
authorized, executed and delivered by the Investment Manager, constitutes a
valid and legally binding obligation of the Investment Manager enforceable in
accordance with its terms, and no statute, regulation, rule, order, judgment or
contract binding on the Investment Manager prohibits the Investment Manager's
execution or performance of this Agreement.
Section 7 - Miscellaneous.
7.1 The Investment Manager shall not be liable under this Agreement for any
costs, expenses, damages, liabilities or claims, including attorneys' and
accountants' fees, sustained or incurred by, or asserted against the Trust or
Fund, except to the extent the same arises out of the failure by the Investment
Manager to exercise the care, prudence and diligence required by Section 3 of
this Agreement. In no event shall the Investment Manager be liable to either the
Fund, the Trust, its Board, or any third party for special, direct or
consequential damages, or for lost profits or loss of business, arising in
connection with this Agreement.
7.2 This Agreement constitutes the entire Agreement between the Investment
Manager and the Trust on behalf of the Fund regarding the delegation of
responsibilities under the Rule.
7.3 Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Investment Manager, shall be sufficiently
given if received by it at its offices at 00, Xxxxxxxxx Xxxxxx, Xxxxxx X0X 0XX,
or at such other place as the Investment Manager may from time to time designate
in writing.
7.4 Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Trust shall be sufficiently given if received
by it at its offices at 000 X. XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, or
at such other place as the Trust may from time to time designate in writing.
7.5 In case any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
thereby. This Agreement may not be amended or modified in any manner except by a
written Agreement executed by both parties. This Agreement shall extend to and
shall be binding upon the parties hereto, and their respective successors and
assigns; provided, however, that this Agreement shall not be assignable by
either party without the written consent of the other.
7.6 This Agreement shall be construed in accordance with the substantive
laws of the State of Illinois, without regard to conflicts of laws principles
thereof. Each of the Investment Manager and the Trust consents to the
jurisdiction of a state or federal court situated in Illinois in connection with
any dispute arising hereunder and irrevocably waives, to the fullest extent
permitted by applicable law, any objection which it may now or hereafter have to
the laying of venue of any such proceeding brought in such a court and any claim
that such proceeding brought in such a court has been brought in an inconvenient
forum. Each of the Investment Manager and the Trust irrevocably waives any and
all rights to trial by jury in any legal proceeding arising out of or relating
to this Agreement.
7.7 The parties hereto agree that, in performing hereunder, the Investment
Manager is acting solely on behalf of the Trust and the Fund, and no contractual
or service relationship shall be deemed to be established hereby between the
Investment Manager and any other person.
7.8 This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
IN WITNESS WHEREOF, each the Trust and the Investment Manager have caused
this Agreement to be executed by their respective officers, thereunto duly
authorized, as of the date first above written.
CCM ADVISORS FUNDS
By:
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Title:
PYRFORD INTERNATIONAL PLC
By:
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Title:
