THE COMMUNITY REINVESTMENT ACT
QUALIFIED INVESTMENT FUND
(the "Trust")
0000 Xxxx Xxxxxxx Xxxxx Xxxx
Xx. Xxxxxxxxxx, XX 00000
AGREEMENT
to
DISTRIBUTION PLAN
Ladies and Gentlemen:
We wish to enter into this Agreement with you concerning the provision of
certain services relating to the Trust.
The terms and conditions of this Agreement are as follows:
Section 1. You agree to provide* (a) reasonable assistance in connection
with the distribution of shares; (b) the following administrative support
services to your customers who may from time to time own of record or
beneficially the Trust's shares ("Shares")*: (i) processing dividend and
distribution payments from the Trust on behalf of customers; (ii) providing
periodic statements to your customers showing their positions in the Shares;
(iii) arranging for bank wires; (iv) responding to routine customer inquiries
relating to services performed by you; (v) providing sub-accounting with respect
to the Shares beneficially owned by your customers or the information necessary
for sub-accounting; (vi) if required by law, forwarding shareholder
communications from the Trust (such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and tax notices) to
your customers; (vii) forwarding to customers proxy statements and proxies
containing any proposals regarding this Agreement or the Distribution Plan
related hereto; (viii) aggregating and processing purchase, exchange, and
redemption requests from customers and placing net purchase, exchange, and
redemption orders for your customers; (ix) providing customers with a service
that invests the assets of their accounts in the Shares pursuant to specific or
pre-authorized instructions; (x) establishing and maintaining accounts and
records relating to transactions in the Shares; (xi) assisting customers in
changing dividend or distribution options, account designations and addresses;
or (xii) other similar services if requested by the Trust; or (c) sub-transfer
agency, sub-accounting, administrative or similar services related to shares of
the Trust.
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* Services may be added or deleted in a particular Agreement.
Section 2. You will provide such office space and equipment, telephone
facilities and personnel (which may be any part of the space, equipment and
facilities currently used in your business, or any personnel employed by you) as
may be reasonably necessary or beneficial in order to provide the aforementioned
services.
Section 3. Neither you nor any of your officers, employees or agents are
authorized to make any representations concerning the Trust or its Shares except
those contained in our then current prospectus for such shares, copies of which
will be supplied by SunCoast Capital Group, Ltd. ("SunCoast"), the Trust's
distributor, to you, or in such supplemental literature or advertising as may be
authorized by the Trust in writing.
Section 4. For all purposes of this Agreement you will be deemed to be an
independent contractor, and will have no authority to act as agent for the Trust
in any matter or in any respect. You will not engage in activities pursuant to
this Agreement which constitute acting as a broker or dealer under applicable
law unless you have obtained any licenses required by law. By your written
acceptance of this Agreement, you agree to and do release, indemnify and hold us
harmless from and against any and all direct or indirect liabilities or losses
resulting from requests, directions, actions or inactions of or by you or your
officers, employees or agents regarding your responsibilities hereunder or the
purchase, redemption, transfer or registration of the Shares by or on behalf of
customers. You and your employees will, upon request, be available during normal
business hours to consult with the Trust or its designees concerning the
performance of your responsibilities under this Agreement.
Section 5. In consideration for the services and facilities provided by you
hereunder, the Trust will pay to you, and you will accept as full payment
therefore, a fee at the annual rate specified on Appendix A and based upon the
average daily net assets of the Trust's shares owned of record or beneficially
by your customers from time to time for which you provide services hereunder,
which fee will be computed daily and payable monthly. The fee rate may be
prospectively increased or decreased by the Trust, in its sole discretion, at
any time upon notice to you. Further, the Trust may, in its discretion and
without notice, suspend or withdraw the sale of such Shares, including the sale
of such Shares to you for the account of any customer(s).
Section 6. Any person authorized to direct the disposition of monies paid
or payable by the Trust pursuant to this Agreement will provide to the Trust's
Board of Trustees, and the Trustees will review, at least quarterly, a written
report of the amounts so expended and the entities to whom such expenditures
were made. In addition, you will furnish the Trust or its designees with such
information as the Trust or its designees may reasonably request (including,
without limitation, periodic certifications confirming the provision to
customers of some or all of the services described herein), and will otherwise
cooperate with the Trust and its designees (including, without limitation, any
auditors designated by the Trust), in connection with the preparation of reports
to the Trust's Board of Trustees concerning this Agreement and the monies paid
or payable by the Trust pursuant hereto, as well as any other reports or filings
that may be required by law.
Section 7. We may enter into other similar Agreements with any other person
or persons without your consent.
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Section 8. By your written acceptance of this Agreement, you represent,
warrant and agree that: (i) the compensation payable to you hereunder, together
with any other compensation you receive from customers for services contemplated
by this Agreement, will be fully disclosed to your customers, will be authorized
by your customers and will not be excessive or unreasonable under the laws and
instruments governing your relationships with your customers; (ii) if you are
subject to the provisions of the Xxxxx-Xxxxxxxx Act and other laws governing,
among other things, the conduct of activities by federally chartered and
supervised banks and other affiliated banking organizations, you will perform
only those activities which are consistent with your statutory and regulatory
obligations and will act solely as agent for, upon the order of, and for the
account of, your customers; and (iii) (a) you are a member of the National
Association of Securities Dealers, Inc. ("NASD"), that such membership has not
been suspended, and that you agree to maintain membership in the NASD, or (b)
you will not engage in activity which would require you to be licensed as a
broker/dealer under applicable laws or (c) you are a foreign broker/dealer not
eligible for membership in the NASD, and are fully licensed and legally
empowered to act as a securities broker-dealer under the laws of each
jurisdiction in which you conduct such business. You further agree to abide by
all applicable laws, including without limitation, all applicable provisions of
the Investment Company Act of 1940, as amended (the "1940 Act"), the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
and all applicable rules and regulations thereunder.
Section 9. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by the Trust or its designee. This
Agreement may be terminated at any time, without the payment of any penalty by
the Trust (which termination may be by vote of a majority of the members of the
Board of Trustees of the Trust and who have no direct or indirect financial
interest in the operation of the Distribution Plan or in any related agreements
to the Distribution Plan ("Disinterested Trustees") or by a majority of the
outstanding voting securities of the Trust) on notice to you. This Agreement
will terminate in the event of its assignment (as defined the 1940 Act).
Section 10. All notices and other communications to either you or the Trust
will be duly given if mailed, telegraphed, telexed or transmitted by similar
telecommunications device to the appropriate address shown in this Agreement.
Section 11. This Agreement will be construed in accordance with the laws of
the State of Delaware and is non-assignable by the parties hereto.
Section 12. This Agreement, or form thereof, has been approved by vote of a
majority of (i) the Trust's Board of Trustees and (ii) the Disinterested
Trustees, cast in person at a meeting called for the purpose of voting on such
approval.
Section 13. The Trust is a business trust organized under Delaware law and
under an Agreement and Declaration of Trust, to which reference is hereby made,
and to any and all amendments thereto. The obligations of "The Community
Reinvestment Act Qualified Investment Fund" entered into in the name or on
behalf thereof by any of the Trustees, officers, employees or agents are made
not individually, but in such capacities, and are not binding upon
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any of the Trustees, officers, employees, agents or shareholders of the Trust
personally, but bind only the assets of the Trust and all persons dealing with
the Trust must look solely to the assets of the Trust for the enforcement of any
claims against the Trust.
Section 14. You represent and warrant that all services rendered and all
computer systems used in the performance of your obligations under this
Agreement shall be Year 2000 Compliant. "Year 2000 Compliant" means that the
services and systems are designed to and shall:
(a) operate in the year 2000 and later with four digit year date
capability;
(b) operate fault-free in the processing of date and date-dependant data
before, during and after January 1, 2000, including but not limited to
accepting date input, providing date output, and performing date
calculations, comparison and sequencing;
(c) function accurately and without interruption before, during, and after
January 1, 2000, without any adverse effect on operations and associated
with the advent of the new century;
(d) store and provide output of date information in ways that are
unambiguous as to century.
The representations and warranties contained herein may not be disclaimed or
limited by operation of law.
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to the Trust's designee, SunCoast Capital Group, Ltd., 0000 Xxxx Xxxxxxx Xxxxx
Xxxx, Xx. Xxxxxxxxxx, XX 00000.
Very truly yours,
THE COMMUNITY REINVESTMENT
ACT QUALIFIED INVESTMENT FUND
By:____________________________________
(name) (title)
Date:
Accepted and Agreed to:
_______________________________________
By:____________________________________
Authorized Officer, Title
Date:
_______________________________________
Taxpayer Identification Number
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APPENDIX A
NAME OF FUND FEE
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The Community Reinvestment Act
Qualified Investment Fund _______
