Access Capital Strategies Community Investment Fund Inc/Ma Sample Contracts

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MANAGEMENT AGREEMENT ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.
Management Agreement • June 30th, 2006 • Access Capital Strategies Community Investment Fund Inc/Ma • Blank checks • Maryland

Whereas the Fund and the Manager have agreed to amend the Management Agreement pursuant to Section 11 of the Management Agreement;

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • June 30th, 2006 • Access Capital Strategies Community Investment Fund Inc/Ma • Blank checks • New York

AGREEMENT dated as of March 1, 2001 between ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC., a non-diversified closed-end management investment company that has elected status as a business development company under the Investment Company Act of 1940 (the “Fund”), ACCESS CAPITAL STRATEGIES LLC, a Massachusetts limited liability company (the “Manager”) and FAM DISTRIBUTORS, INC. (the “Placement Agent”).

SELECTED DEALER AGREEMENT
Selected Dealer Agreement • June 30th, 2006 • Access Capital Strategies Community Investment Fund Inc/Ma • Blank checks • New York

The undersigned distributor (the “Distributor” or “us” or “we”), which is a member firm of the National Association of Securities Dealers, Inc. (the “NASD”), has an agreement with Access Capital Strategies Community Investment Fund, Inc. (the “Fund”), pursuant to which it acts as the exclusive placement agent for the sale of shares of the Fund (“Shares”) and as such has the right to market the private placement offering of the Shares to potential investors. The Fund is a non-diversified closed-end management investment company that has elected status as a business development company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Shares are offered to qualified investors in a private placement offering pursuant to Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). The term “Private Offering Memorandum” used herein refers to the Fund’s Private Offering Memorandum as in effect from time to time. We offer to reta

SUB-MANAGEMENT AGREEMENT
Sub-Management Agreement • June 30th, 2006 • Access Capital Strategies Community Investment Fund Inc/Ma • Blank checks • New York

SUB-MANAGEMENT AGREEMENT dated as of March 1, 2001 between ACCESS CAPITAL STRATEGIES LLC, a Massachusetts limited liability company (the “Manager”), and MERRILL LYNCH INVESTMENT MANAGERS, L.P., a Delaware limited partnership (the “Sub-Manager”).

ADMINISTRATION AGREEMENT
Administration Agreement • December 29th, 2006 • Access Capital Strategies Community Investment Fund Inc/Ma • Wisconsin

THIS AGREEMENT is made as of this 18th day of October, 2006, by and between Access Capital Strategies Community Investment Fund, Inc., a Maryland Corporation (the “Corporation”), and UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”).

MANAGEMENT AGREEMENT ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.
Management Agreement • June 30th, 2006 • Access Capital Strategies Community Investment Fund Inc/Ma • Blank checks • Maryland

Whereas the Fund and the Manager have entered into a Management Agreement made as of June 15, 1998, amended as of May 23, 2003 (the “Management Agreement”); and

TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • June 30th, 2006 • Access Capital Strategies Community Investment Fund Inc/Ma • Blank checks • Wisconsin

THIS TRANSFER AGENCY AGREEMENT is made as of this 1st day of Aug., 2006, by and between Access Capital Strategies Community Investment Fund, Inc., a Maryland corporation (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (“UMBFS”).

SUB-MANAGEMENT AGREEMENT ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.
Sub-Management Agreement • June 30th, 2006 • Access Capital Strategies Community Investment Fund Inc/Ma • Blank checks • New York

Whereas the Manager and the Sub-Manager have entered into a Sub-Management Agreement dated as of March 1, 2001 (the “Sub-Management Agreement”); and

UMB DISTRIBUTION SERVICES, LLC 803 West Michigan Street Milwaukee, Wisconsin 53202 DEALER AGREEMENT FOR THE SALE OF SHARES OF ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.
Dealer Agreement for the Sale of Shares • December 29th, 2006 • Access Capital Strategies Community Investment Fund Inc/Ma • Wisconsin

UMB Distribution Services, LLC (the “Distributor”) has entered into a Distribution Agreement with the Access Capital Strategies Community Investment Fund, Inc. (the “Company”), a Maryland corporation registered as a closed-end management investment company under the Investment Company Act of 1940 (the “1940 Act”), in connection with its one separate series, and such other series as may be added to the Company in the future (collectively the “Funds”), pursuant to which we have been appointed distributor of shares of the Funds (the “Shares”).

MANAGEMENT AGREEMENT
Management Agreement • June 30th, 2006 • Access Capital Strategies Community Investment Fund Inc/Ma • Blank checks • Maryland

Management Agreement (“Agreement”) made as of June 15, 1998 between Access Capital Strategies Community Investment Fund, Inc. (“Fund”), a Maryland corporation, and Access Capital Strategies LLC (“Access”), a Massachusetts corporation. Access is sometimes referred to herein as the “Manager.”

CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT
Custody and Investment Accounting Agreement • June 30th, 2006 • Access Capital Strategies Community Investment Fund Inc/Ma • Blank checks • Missouri

THIS AGREEMENT is made effective the 15th day of June, 1998, by and between INVESTORS FIDUCIARY TRUST COMPANY, a trust company chartered under the laws of the state of Missouri, having its principal office and place of business at 801 Pennsylvania Avenue, Kansas City, Missouri 64105 (“IFTC”), and ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC., a corporation electing status as a business development company •organized under the laws of the State of Maryland, having its principal office and place of business at 124 Mt. Auburn Street, Suite 200, Cambridge, Massachusetts 02138 (“Fund”).

MANAGEMENT AGREEMENT ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.
Management Agreement • August 29th, 2003 • Access Capital Strategies Community Investment Fund Inc/Ma • Blank checks • Maryland

Whereas the Fund and the Manager have agreed to amend the Management Agreement pursuant to Section 11 of the Management Agreement;

ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC. COMPLIANCE SERVICES AGREEMENT
Compliance Services Agreement • December 29th, 2006 • Access Capital Strategies Community Investment Fund Inc/Ma • Delaware

AGREEMENT made as of the first day of October 2006, by and between Access Capital Strategies Community Investment Fund, Inc. (the “Fund”), a Maryland Corporation, with its principal office and place of business at 419 Boylston Street, Suite 501, Boston, Massachusetts, 02116, and Foreside Compliance Services, LLC, a Delaware limited liability company with its principal office and place of business at Two Portland Square, Portland, Maine, 04101 (“FCS”).

MANAGEMENT AGREEMENT ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.
Management Agreement • August 12th, 2005 • Access Capital Strategies Community Investment Fund Inc/Ma • Blank checks • Maryland

Whereas the Fund and the Manager have entered into a Management Agreement made as of June 15, 1998, amended as of May 23, 2003 (the “Management Agreement”); and

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 29th, 2006 • Access Capital Strategies Community Investment Fund Inc/Ma • Minnesota

AGREEMENT made as of this 31st day of August, 2006 by and between Access Capital Strategies, LLC, a Delaware limited liability corporation and a federally registered investment adviser (“Manager”), and Voyageur Asset Management Inc., a Minnesota corporation and a federally registered investment adviser (“Sub-Adviser”).

TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND SHAREHOLDER SERVICING AGENCY AGREEMENT
Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing Agency Agreement • June 30th, 2006 • Access Capital Strategies Community Investment Fund Inc/Ma • Blank checks • New York

THIS AGREEMENT made as of June 1, 2001, by and between ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC., a Maryland Corporation (the “Fund”), and MERRILL LYNCH INVESTMENT PARTNERS, INC., a Florida corporation (“MLIP”).

Access Capital Strategies Community Investment Fund, Inc.
Sub-Management Agreement • June 30th, 2006 • Access Capital Strategies Community Investment Fund Inc/Ma • Blank checks

On February 15, 2006, BlackRock, Inc. (“BlackRock”) and Merrill Lynch & Co., Inc. (“ML & Co.”) reached an agreement to contribute ML & Co.’s investment management business, including Merrill Lynch Investment Managers (“MLIM”) and certain affiliates, to BlackRock to create a new asset management firm. The transaction has been approved by the boards of directors of both ML & Co. and BlackRock and is expected to close in the third quarter of 2006.

DISTRIBUTION AGREEMENT
Distribution Agreement • December 29th, 2006 • Access Capital Strategies Community Investment Fund Inc/Ma • Wisconsin

THIS AGREEMENT is made as of this 19th day of October, 2006, by and between Access Capital Strategies, LLC, a Massachusetts limited liability company (the “Company”), and UMB Distribution Services, LLC, a Wisconsin limited liability company (the “Distributor”).

AGREEMENT RE ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND
Management Agreement • June 30th, 2006 • Access Capital Strategies Community Investment Fund Inc/Ma • Blank checks • New York

AGREEMENT dated as of January 26, 2001 between ACCESS CAPITAL STRATEGIES LLC, a Massachusetts limited liability company (“Access”), and MERRILL LYNCH INVESTMENT MANAGERS, L.P., a Delaware limited partnership (“MLIM”).

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