ADMINISTRATION AGREEMENT
Exhibit
(h)(1)
THIS
ADMINISTRATION AGREEMENT (this “Agreement”)
is made
as of the 22nd day of December, 2006 (the “Effective
Date”),
by
and between The Community Reinvestment Act Qualified Investment Fund, a Delaware
business trust (the “Trust”),
and SEI
Investments Global Funds Services, a statutory trust formed under the laws
of
the State of Delaware (the “Administrator”).
WHEREAS,
the Trust is an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the “1940
Act”),
consisting of the portfolios set forth in Schedule
I,
attached hereto, as the same may be amended from time to time (“Portfolios”),
each
of which may consist of one or more classes of shares of beneficial interest
(“Shares”);
and
WHEREAS,
the Trust desires the Administrator to provide, and the Administrator is
willing
to provide, administrative
and accounting services to such Portfolios of the Trust on the terms and
conditions set forth
herein;
NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein,
the
Trust and the Administrator hereby agree as follows:
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SECTION
1
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DEFINITIONS
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1.01
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“1940
Act”
shall have the meaning given to such term in the preamble of this
Agreement.
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1.02
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“Confidential
Information”
shall have the meaning given to such term in Section
11.01
of
this Agreement.
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1.03
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“Disclosing
Party”
shall have the meaning given to such term in Section
11.01 of
this Agreement.
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1.04
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“Initial
Term”
shall have the meaning given to such term in Section
9.01
of
this Agreement.
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1.05
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“Interested
Party”
or “Interested
Parties”
means the Administrator, its subsidiaries and its affiliates and
each of
their respective officers, directors, employees, agents, delegates
and
associates.
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1.06
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“Investments”
shall mean such cash, securities and all other assets and property
of
whatsoever nature now owned or subsequently acquired by or for
the account
of the Trust.
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1.07
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“Live
Date”
means the date on which the Trust is converted onto the Administrator’s
system and the Administrator begins calculating the Trust’s official net
asset values (“NAV”).
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1.08
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“Person”
shall mean any natural person, partnership (whether general or
limited),
estate, association,
custodian, nominee, limited liability company, corporation, trust
or other
legal
entity.
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1.09
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“Portfolio”
shall have the meaning given to such term in the preamble of this
Agreement.
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1.10
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“Receiving
Party”
shall have the meaning given to such term in Section
11.01
of
this Agreement.
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1.11
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“Renewal
Term”
shall have the meaning given to such term in Section
9.01
of
this Agreement.
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1.12
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“Shares”
shall have the meaning given to such term in the preamble of this
Agreement.
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1.13
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Unless
the context otherwise requires and except as otherwise specified
in this
Agreement, the term “Trust”
shall include, as applicable, a trustee or trustees, or other Person
having similar status or performing similar functions, as the case
may be,
acting on behalf of the Trust.
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1.14
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“Trust
Materials”
means any prospectus, registration statement, statement of additional
information, proxy solicitation and tender offer materials, annual
or
other periodic report of the Trust or any advertising, marketing,
shareholder communication, or promotional material generated by
the Trust
or its investment adviser from time to time, as appropriate, including
all
amendments or supplements thereto.
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SECTION
2
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APPOINTMENT
AND CONTROL
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2.01
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Services.
The Trust hereby appoints the Administrator to be, and the Administrator
agrees to act as, the administrative agent of the Trust for the
term and
subject to the provisions hereof. The Administrator shall timely
perform
(and may delegate or sub-contract, as provided below) the services
set
forth in this Agreement, including the services set forth in Schedule
II,
which may be amended from time to time in writing by the parties
(“Services”).
In performing its duties under this Agreement, the Administrator
will act
in all material respects in accordance with the Trust’s goveming documents
and prospectuses
as they may be amended (provided copies are delivered to the
Administrator).
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2.02
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Authority.
Each of the activities engaged in under the provisions of this
Agreement
by the Administrator
on behalf of the Trust shall be subject to the overall direction
and
control of
the Trust or any Person authorized to act on the Trust’s behalf
(including, without limitation,
the Trust’s sponsor and the Board of Trustees of the Trust); provided,
however,
that the Administrator shall have the general authority to do all
acts
deemed in the Administrator’s good faith belief to be necessary and proper
to perform its obligations under this Agreement. In performing
its duties
hereunder, the Administrator shall observe and generally comply
with the
applicable prospectus, all applicable resolutions and/or directives
of the
Trust’s Board of Trustees of which it has notice, and applicable laws
which may from time to time apply to the Services rendered by the
Administrator. The Administrator (i) shall not have or be required
to have
any authority to supervise the investment
or reinvestment of the securities or other properties which comprise
the
assets of the
Trust and (ii) shall not provide any investment advisory services
to the
Trust, and shall
have no liability related to the
foregoing.
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2.03
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Third
Parties; Affiliates.
The Administrator may delegate to, or sub-contract with, third
parties or
affiliates administrative or other functions it deems necessary
to perform
its obligations
under this Agreement; provided, however, that all fees and expenses
incurred in
any delegation or sub-contract shall be paid by the Administrator
and the
Administrator shall
remain responsible to the Trust for the acts and omissions of such
other
entities as if
such acts or omissions were the acts or omissions of the Administrator.
The Trust acknowledges that during the term of this Agreement,
the
services to be performed by the Administrator may be completed
by one or
more of the Administrator’s affiliates or third parties located in or
outside of the United States of America, subject to this Section
2.03.
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2.04
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Trust
Data.
The Trust shall be solely responsible for the accuracy, completeness,
and
timeliness of all data and other information provided to the Administrator
by or on behalf of
the Trust pursuant to this Agreement (including, without limitation,
prices, appropriate transaction supporting documentation and accounting
methodologies with respect to the Trust’s Investments as approved by the
Trust’s auditors) (collectively, “Trust
Data”).
All Trust Data shall be provided to the Administrator on a timely
basis
and in a format and medium reasonably requested by the Administrator
from
time to time. The Trust shall have an ongoing obligation to promptly
update all Trust Data so that such information remains complete
and
accurate. All Trust Data shall be prepared and maintained, by or
on behalf
of the Trust, in accordance with applicable law, the Trust Materials
and
generally acceptable accounting principles. The Administrator shall
be
entitled to rely on all Trust Data and shall have no liability
for any
loss, damage or expense incurred by the Trust or any other Person
to the
extent that such loss, damage or expense arises out of or is related
to
Trust Data that is not accurate, complete and
timely.
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SECTION
3
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REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE
TRUST
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3.01
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The
Trust represents and warrants that:
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Page
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20
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3.01.01.
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it
has full power, right and authority to execute and deliver this
Agreement
and
to consummate the transactions contemplated hereby; the execution
and
delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly and validly approved by all
requisite
actions on its part, and no other proceedings on its part are necessary
to
approve this Agreement or to consummate the transactions contemplated
hereby; this Agreement has been duly executed and delivered by
it; this
Agreement constitutes a legal, valid and binding obligation, enforceable
against it in accordance with its
terms;
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3.01.02.
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it
is not a party to any, and there are no, pending or threatened
legal,
administrative, arbitral or other proceedings, claims, actions
or
governmental or regulatory investigations or inquiries (collectively,
“Actions”)
of any nature against it or its properties or assets which could,
individually or in the aggregate, have a material effect upon its
business
or financial condition. There is no injunction, order, judgment,
decree,
or regulatory restriction imposed specifically upon it or any of
its
properties or assets;
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3.01.03.
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it
is not in default under any contractual or statutory obligations
whatsoever (including
the payment of any tax) which, individually or in the aggregate,
could materially
and adversely affect, or is likely to materially and adversely
affect,
its
business or financial condition;
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3.01.04.
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it
has obtained all consents and given all notices (regulatory or
otherwise),
made all required regulatory filings and is in compliance with
all
applicable laws and regulations;
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3.01.05.
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it
has a valid engagement with an independent
auditor;
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3.01.06.
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as
of the close of business on the Effective Date, each Portfolio
that is in
existence as of the Effective Date has authorized the issuance
of an
indefinite number of shares and has elected to register an indefinite
number of shares in accordance with Rule 24f-2 under the 1940 Act;
and
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3.01.07.
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if
necessary, any shareholder approval of this Agreement has been
obtained.
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3.02
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The
Trust covenants and agrees that:
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3.02.01.
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it
will furnish the Administrator from time to time with complete
copies,
authenticated or certified, of each of the
following:
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(a)
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Copies
of the following documents:
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(1)
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Copies
of the Trust’s current Agreement and Declaration of Trust and
of any amendments thereto, certified by the proper official of
the
state in which such document has been
filed.
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(2)
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The
Trust’s current Bylaws and any amendments thereto;
and
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(3)
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Copies
of resolutions of the trustees covering the approval of this Agreement,
authorization of a specified officer of the Trust to execute
and deliver this Agreement and authorization for specified officers
of the
Trust to instruct the
Administrator.
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(b)
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A
list of all the officers of the Trust, together with specimen signatures
of those officers who are authorized to instruct the Administrator
in all
matters.
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(c)
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Copies
of all Trust Materials, including the current prospectuses and
statements
of additional information for each
Portfolio.
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(d)
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A
list of all issuers the securities of which the Portfolios are
restricted
from purchasing.
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(e)
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A
list of all affiliated persons (as such term is defined in the
0000 Xxx)
of the Trust that are
broker-dealers.
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(f)
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The
identity of the Trust’s auditors along with contact
information.
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(g)
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The
expense budget for each Portfolio for the current fiscal
year.
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(h)
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A
list of contact persons (primary, backup and secondary backup)
of the
Trust’s investment adviser and, if applicable, sub-adviser, who can be
reached until 6:30 p.m. ET with respect to valuation
matters.
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(i)
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Copies
of all Trust Data reasonably requested by the Administrator or
necessary
for the Administrator to perform its obligations pursuant to
this
Agreement.
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The
Trust
shall promptly provide the Administrator with written notice of any updates
of
or changes to any of the foregoing documents or information, including an
updated written copy of such document or information. Until the Administrator
receives such updated information or document, the Administrator shall
have no obligation to implement or rely upon such updated information
or
document.
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3.02.02.
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it
shall timely perform or oversee the performance of all obligations
identified in this Agreement as obligations of the Trust, including,
without limitation, providing the Administrator with all Trust
Data
reasonably requested by the
Administrator;
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3.02.03.
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it
will promptly notify the Administrator of any matter which could
materially affect
the Administrator’s performance of its duties and obligations under
this
Agreement, including any amendment to the documents referenced
in
Section
3.02.01
above;
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3.02.04.
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it
will comply in all material respects with all applicable requirements
of
the Securities Act of 1933, the Securities Exchange Act of 1934,
the 1940
Act, and any laws, rules and regulations of governmental authorities
having jurisdiction;
and
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3.02.05.
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it
will promptly notify the Administrator of updates to its representations
and warranties hereunder.
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SECTION
4
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REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE
ADMINISTRATOR
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4.01
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The
Administrator represents and warrants
that:
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4.01.01.
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it
has full power, right and authority to execute and deliver this
Agreement
and
to consummate the transactions contemplated hereby; the execution
and
delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly and validly approved by all
requisite
action on its part, and no other proceedings on its part are necessary
to
approve this Agreement or to consummate the transactions contemplated
hereby; this Agreement has been duly executed and delivered by
it; this
Agreement constitutes a legal, valid and binding obligation, enforceable
against it in accordance with its
terms;
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4.01.02.
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it
is not a party to any, and there are no, pending or threatened
Actions of
any
nature against it or its properties or assets which could, individually
or
in the
aggregate, have a material effect upon its business or financial
condition. There
is no injunction, order, judgment, decree, or regulatory restriction
imposed specifically upon it or any of its properties or
assets;
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4.01.03.
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it
is not in default under any material contractual or statutory obligations
whatsoever (including the payment of any tax) which individually
or in the
aggregate could materially and adversely affect, or is likely to
materially and adversely affect, its business or financial condition;
and
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4.01.04.
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it
has obtained all consents and given all notices (regulatory or
otherwise),
made all required regulatory filings and is in compliance with
all
applicable laws and regulations.
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SECTION
5
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LIMITATION
OF LIABILITY AND
INDEMNIFICATION
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5.01
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The
duties of the Administrator shall be confined to those expressly
set forth
in this Agreement, and no implied duties are assumed by or may
be asserted
against the Administrator. In the absence of gross negligence,
bad faith
or fraud in the performance of the Services, the Administrator
shall not
be liable for any error of judgment or mistake of law or for any
loss
arising out of any investment or for any act or omission in carrying
out
its duties under this Agreement. As used in this Section
5,
the term “Administrator”
shall include the officers, directors, employees, affiliates and
agents of
the Administrator as well as that entity itself. The Trust shall
be solely
responsible for its compliance with applicable investment policies,
and
any laws and regulations governing the manner in which its assets
may be
invested, and shall be responsible for any losses attributable
to
non-compliance with any applicable policies, laws and regulations
governing the Trust, its activities
or the duties, actions or omissions of its agents. Neither the
Trust nor
the Administrator shall in any circumstances be liable to anyone,
including without limitation the
other party, for any indirect, special, punitive or consequential
damages
of any nature
whatsoever. The Administrator shall not be responsible for any
inaccuracy,
failure or delay in the performance of any of its obligations under
this
Agreement if such inaccuracy, failure or delay was due to the inaccuracy,
failure or delay of the Trust or its agent in the performance of
the
Trust’s obligations under this Agreement. Each party shall have the duty
to mitigate its damages for which another party may become
responsible.
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5.02
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The
Trust shall indemnify and hold harmless the Administrator from
and against
any and all actions, suits and claims, whether groundless or otherwise,
and from and against any and all losses, damages, costs, charges,
reasonable counsel fees and disbursements, payments, expenses and
liabilities (including reasonable investigation expenses) arising
directly
or indirectly out of: (i) any act or omission of the Administrator
in
carrying out its duties hereunder or as a result of the Administrator’s
reliance upon any instructions, notice or instrument that the
Administrator believes is genuine and signed or presented by an
authorized
Person of the Trust; provided that this indemnification shall not
apply if
any such loss, damage or expense is caused by or arises from the
Administrator’s bad faith, fraud or gross negligence in the performance of
the Services; (ii) any violation by the Trust or the Trust’s sponsor (the
“Sponsor”)
of any applicable investment policy, law or regulation; (iii) any
misstatement or omission in the Trust Materials; (iv) any breach
by the
Trust of any representation, warranty or agreement contained in
this
Agreement; (v) any act or omission of the Trust or the Trust’s former
administrator prior to the Effective Date or (vi) any pricing error
caused
by the failure of the Trust’s investment adviser or sub-adviser to provide
a trade ticket or for incorrect information included in any trade
ticket
provided.
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5.03
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The
Administrator may apply to the Trust, the Trust’s sponsor or any Person
acting on the
Trust’s behalf at any time for instructions and may consult counsel for
the Trust or the
Trust’s Sponsor or with accountants, counsel and other experts with
respect to any matter arising in connection with the Administrator’s
duties hereunder, and the Administrator shall not be liable or
accountable
for any action taken or omitted by it in good faith in accordance
with
such instruction or with the advice of counsel, accountants or
other
experts. Also, the Administrator shall not be liable for actions
taken
pursuant to any
document which it reasonably believes to be genuine and to have
been
signed by the
proper Person or Persons. The Administrator shall not be held to
have
notice of any change of authority of any officer, employee or agent
of the
Trust until receipt of written notice thereof. To the extent that
the
Administrator consults with the Trust counsel pursuant to this
provision,
any such expense shall be borne by the
Trust.
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5.04
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Except
as provided in Section 2.03 of this Agreement, the Administrator
shall
have no liability for the performance or omissions of unaffiliated
third
parties such as, by way of example and not limitation, transfer
agents,
custodians, prime brokers, investment advisers (including, without
limitation, the Sponsor) or sub-advisers, former service providers,
postal
or delivery services, telecommunications providers and processing
and
settlement services. The Administrator may rely on and shall have
no duty
to investigate or confirm the accuracy or adequacy of any information
provided by the Trust’s transfer agent, custodian or prior service
providers.
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5.05
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The
Administrator shall have no obligations with respect to any laws
relating
to the distribution, purchase or sale of Shares. Further, the Trust
assumes full responsibility for the preparation, contents and distribution
of its Trust Materials and its compliance with any
applicable laws, rules, and regulations; provided, however, that
the Trust
shall not be responsible
for any information included in the Trust Materials to the extent
that
such information was provided by the
Administrator.
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5.06
|
The
indemnification rights hereunder shall include the right to reasonable
advances of defense expenses in the event of any pending or threatened
litigation or Action with respect to which indemnification hereunder
may
ultimately be merited. If in any case the Trust is asked to indemnify
or
hold the Administrator harmless, the Administrator shall promptly
advise
the Trust of the pertinent facts concerning the situation in question,
and
the Administrator will use all reasonable care to identify and
notify the
Trust promptly concerning any situation which presents or appears
likely
to present the probability of such a claim for indemnification,
but
failure to do so shall not affect the rights
hereunder.
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5.07
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The
Trust shall be entitled to participate at its own expense or, if
it so
elects, to assume the defense of any suit brought to enforce any
claims
subject to this indemnity provision. If the Trust elects to assume
the
defense of any such claim, the defense shall be conducted by counsel
chosen by the Trust and satisfactory to the Administrator, whose
approval
shall not be unreasonably withheld. In the event that the Trust
elects to
assume the defense of any suit and retain counsel, the Administrator
shall
bear the fees and expenses of any additional counsel retained by
it. If
the Trust does not elect to assume the defense of a suit, it will
reimburse the Administrator for the fees and expenses of any counsel
retained by the Administrator.
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5.08
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The
provisions of this Section
5
shall survive the termination of this Agreement.
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SECTION
6
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VALUATION
|
The
Administrator is entitled to rely on the price and value information
(hereinafter “Valuation
Information”)
provided by prior administrators, brokers and custodians, investment
advisors (including,
without limitation, the Sponsor) or any third-party pricing services selected
by
the
Administrator or the Trust (collectively hereinafter referred to as the
“Pricing
Sources”)
in
order to calculate the Trust’s aggregate NAV (and the value of shareholders’
capital accounts
based upon such valuation). The Administrator shall have no obligation to
obtain
Valuation Information from any sources other than the Pricing Sources. The
Administrator shall
have no liability or responsibility for the accuracy of the Valuation
Information provided
by a
Pricing Source or the delegate of a Pricing Source and the Trust shall indemnify
and defend
the Administrator against any loss, damages, costs, charges or reasonable
counsel
fees and
expenses in connection with any inaccuracy of such Valuation Information.
No
Portfolio shall use Valuation Information for any purpose other than in
connection with the Services and in accordance with the provisions of this
Agreement.
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SECTION
7
|
ALLOCATION
OF CHARGES AND EXPENSES
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7.01
|
The
Administrator.
The Administrator shall furnish at its own expense the personnel
necessary
to perform its obligations under this
Agreement.
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7.02
|
Fund
Expenses.
The Trust assumes and shall pay or cause to be paid all expenses
of the
Trust not otherwise allocated in this Agreement, including, without
limitation, organizational costs; taxes; expenses for legal and
auditing
services; the expenses of preparing (including typesetting), printing
and
mailing reports, Trust Materials, and notices to existing shareholders
(including, without limitation, any fees charged by Automated Data
Processing, Inc. with respect to mailing materials to beneficial
shareholders); all expenses incurred in connection with issuing
and
redeeming Shares; the costs of Pricing Sources; the costs of escrow
and
custodial services; the cost of initial and ongoing registration
of the
Shares under Federal and state securities laws; costs associated
with attempting to locate lost shareholders; all expenses incurred
in
connection with
any custom programming or systems modifications required to provide
any
reports or
services requested by the Trust; any expense, if applicable, incurred
to
reprint the Trust
documents identifying the Administrator (along with its address
and
telephone number) as the Trust’s new administrator; costs associated with
DST FanMail or similar reporting service;
bank service charges; NSCC trading charges; fees and out-of-pocket
expenses of
trustees; the costs of trustees’ meetings; insurance; interest; brokerage
costs; litigation and other extraordinary or nonrecurring expenses;
and
all fees and charges of service providers to the Trust. The Trust
shall
reimburse the Administrator for its reasonable out-of-pocket expenses,
including all reasonable charges for SAS 70 audit charges, printing,
copying, postage, telephone, and fax charges incurred by the Administrator
in the performance of its duties.
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SECTION
8
|
COMPENSATION
|
The
Trust
shall pay to the Administrator compensation at the rates set forth in the
written fee schedule
annexed hereto as Schedule
III
and
incorporated herein. The Trust shall have no right
of
set-off. The Trust shall pay the Administrator’s fees monthly in U.S. Dollars,
unless otherwise
agreed to by the parties. The Administrator is hereby authorized to, and
may,
at its
option, automatically debit its fees due from the Trust’s portfolio account(s),
as set forth
on
Schedule
III,
which
may be amended from time to time in writing by the parties. The Trust
shall pay the foregoing fees despite the existence of any dispute between
the
parties. If
this
Agreement becomes effective subsequent to the first day of any calendar month
or terminates
before the last day of any calendar month, the Administrator’s compensation
for
that
part of the month in which this Agreement is in effect shall be prorated
in a
manner consistent with the calculation of the fees as set forth in Schedule
III.
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SECTION
9
|
DURATION
AND TERMINATION
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9.01
|
Term
and Renewal.
This Agreement shall become effective as of the Effective Date
and shall
remain in effect for a period of three years from and after the
Live Date
(the “Initial Term”),
and thereafter shall automatically renew for successive one year
terms
(each such period, a “Renewal
Term”)
unless terminated by any party giving written notice of non-renewal
at
least ninety days prior to the last day of the then current term
to each
other party hereto.
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9.02
|
Termination.
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9.02.01.
|
This
Agreement may be terminated without penalty by either party giving
at
least
sixty days prior notice in writing to the other party if at anytime
the
other
party has been first (i) notified in writing that such party shall
have
materially failed
to perform its duties and obligations under this Agreement (such
notice
shall be of the specific asserted material breach) (“Breach
Notice”)
and (ii) the party receiving the Breach Notice shall not have remedied
the
noticed failure within sixty days after receipt of the Breach
Notice.
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of 20
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9.02.02.
|
This
Agreement may be terminated by any party giving one hundred twenty
days
prior notice in writing to the other parties prior to the “liquidation” of
the Trust. For purposes of this paragraph, the term “liquidation” shall
mean a transaction in which all the assets of the Trust are sold
or
otherwise disposed of and proceeds there from are distributed in
cash to
the shareholders in complete liquidation of the interests of shareholders
in the Trust. A termination pursuant to this Section
9.02.02
shall be effective as of the date of such liquidation. Notwithstanding
the
foregoing, the right to terminate set forth in this Section
9.02.02
shall not relieve the Trust of its obligation to pay the fees set
forth on
Schedule
III
for the remainder of the one hundred twenty day
period set forth in this Section
9.02.02,
which amount shall be payable prior to the effective date of such
liquidation.
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9.02.03.
|
If
the Administrator is unable to successfully convert the Trust to
its
operational environment within a reasonable period of time following
the
Effective Date due to untimely, inaccurate or incomplete Trust
Data, the
Administrator shall have the right to terminate this Agreement
upon
written notice and such termination shall be effective upon the
date set
forth in such notice.
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9.03
|
Effect
of Termination.
|
|
9.03.01.
|
The
termination of this Agreement shall be without prejudice to any
rights
that may have accrued hereunder to any party hereto prior to such
termination.
|
|
9.03.02.
|
After
termination of this Agreement and upon payment of all accrued fees,
reimbursable expenses and other moneys owed to the Administrator,
the
Administrator shall deliver to the Trust, or as it shall direct,
all books
of account, records, registers, correspondence, documents and assets
relating to the affairs of or belonging to the Trust in the possession
of
or under the control of the Administrator or any of its agents
or
delegates.
|
|
9.03.03.
|
In
the event any and all accrued fees, reimbursable expenses and other
moneys
owed to the Administrator hereunder remain unpaid in whole or in
part for
more than thirty days past due, the Administrator, without further
notice,
may take any and all actions it deems necessary to collect such
amounts
due, and any and all of its collection expenses, costs and fees
shall be
paid by the Trust, including, without limitation, administrative
costs,
attorneys fees, court costs, and
interest.
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Page
11
of 20
|
9.03.04.
|
Notwithstanding
the foregoing, in the event this Agreement is terminated and for
any reason the Administrator, with the written consent of the Trust,
in
fact
continues to perform any one or more of the services contemplated
by this
Agreement
or any schedule or exhibit hereto, the then pertinent provisions
of
this Agreement, including without limitation, the provisions dealing
with
indemnification shall continue in full force and effect. Compensation
due
the Administrator and unpaid by the Trust upon such termination
shall be
immediately due and payable upon and notwithstanding such termination.
The
Administrator shall be entitled to collect from the Trust, in addition
to
the compensation
described in Schedule
III,
the amount of all of the Administrator’s expenses in connection with the
Administrator’s activities in effecting such termination, including
without limitation, the delivery to the Trust and/or its designees
of the
Trust’s property, records, instruments and
documents.
|
|
SECTION
10
|
CONFLICTS
OF INTEREST
|
|
10.01
|
Non-Exclusive.
The services of the Administrator rendered to the Trust are not
deemed to
be exclusive. The Administrator is free to render such services
to others.
The Administrator shall not be deemed to be affected by notice
of, or to
be under any duty to disclose to the Trust or any Person acting
on the
Trust’s behalf, information which has come into its possession or the
possession of an Interested Party in the course of or in connection
with
providing administrative or other services to any other person
or in any
manner
whatsoever other than in the course of carrying out its duties
pursuant to
this Agreement.
|
|
10.02
|
Rights
of Interested Parties.
Subject to applicable law, nothing herein contained shall
prevent:
|
|
10.02.01.
|
an
Interested Party from buying, holding, disposing of or otherwise
dealing
in any
Shares for its own account or the account of any of its customers
or
from
receiving remuneration in connection therewith, with the same rights
which
it would have had if the Administrator were not a party to this
Agreement;
provided, however, that the prices quoted by the Administrator
are no more
favorable to the Interested Party than to a similarly situated
investor in
or redeeming holder of Shares;
|
|
10.02.02.
|
an
Interested Party from buying, holding, disposing of or otherwise
dealing
in any securities or other investments for its own account or for
the
account of any of its customers and receiving remuneration in connection
therewith, notwithstanding that the same or similar securities
or other
investments may be held by or for the account of the
Trust;
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Page
12
of 20
|
10.02.03.
|
an
Interested Party from receiving any commission or other remuneration
which
it may negotiate in connection with any sale or purchase of Shares
or
Investments effected by it for the account of the Trust; provided,
however, that the amount of such commission or other remuneration
is
negotiated at arm’s length; and
|
|
10.02.04.
|
an
Interested Party from contracting or entering into any financial,
banking
or other
transaction with the Trust or from being interested in any such
contract
or
transaction; provided, however, that the terms of such transaction
are
negotiated at arm’s length.
|
|
SECTION
11
|
CONFIDENTIALITY
|
|
11.01
|
Confidential
Information.
The Administrator and the Trust (in such capacity, the “Receiving
Party”)
acknowledge and agree to maintain the confidentiality of Confidential
Information (as hereinafter defined) provided by the Administrator
and the
Trust (in such capacity, the “Disclosing
Party”)
in connection with this Agreement. The Receiving Party shall not disclose
or disseminate the Disclosing Party’s Confidential Information to any
Person
other than those employees, agents, contractors, subcontractors
and
licensees of
the Receiving Party, or with respect to the Administrator as a
Receiving
Party, to those employees, agents, contractors, subcontractors
and
licensees of any agent or affiliate, who have a need to know it
in order
to assist the Receiving Party in performing its obligations, or
to permit
the Receiving Party to exercise its rights under this Agreement.
In
addition, the Receiving Party (a) shall take all reasonable steps
to
prevent unauthorized access to the Disclosing Party’s Confidential
Information, and (b) shall not use
the Disclosing Party’s Confidential Information, or authorize other
Persons to use the
Disclosing Party’s Confidential Information, for any purposes other than
in connection with performing its obligations or exercising its
rights
hereunder. As used herein, “reasonable
steps” means steps that a party takes to protect its own, similarly
confidential or
proprietary information of a similar nature, which steps shall
in no event
be less than a reasonable standard of
care.
|
The
term
“Confidential
Information,”
as
used herein, shall mean all business strategies, plans
and
procedures, proprietary information, methodologies, data and trade secrets,
and
other
confidential information and materials (including, without limitation, any
non-public personal
information as defined in Regulation S-P) of the Disclosing Party, its
affiliates, their respective
clients or suppliers, or other Persons with whom they do business, that may
be obtained
by the Receiving Party from any source or that may be developed as a result
of
this
Agreement.
Page
13
of 20
|
11.02
|
Exclusions.
The provisions of this Section
11
respecting Confidential Information shall not apply to the extent,
but
only to the extent, that such Confidential Information: (a) is
already
known to the Receiving Party free of any restriction at the time
it is
obtained from
the Disclosing Party, (b) is subsequently learned from an independent
third party free of any restriction and without breach of this
Agreement;
(c) is or becomes publicly available through no wrongful act of
the
Receiving Party or any third party; (d) is independently developed
by or
for the Receiving Party without reference to or use of any Confidential
Information of the Disclosing Party; or (e) is required to be disclosed
pursuant to an applicable law, rule, regulation, government requirement
or
court order, or the rules of any stock exchange (provided, however,
that
the Receiving Party shall advise the Disclosing Party of such required
disclosure promptly upon learning thereof in order to afford the
Disclosing Party a reasonable opportunity to contest, limit and/or
assist
the Receiving Party in crafting such
disclosure).
|
|
11.03
|
Permitted
Disclosure.
The Receiving Party shall advise its employees, agents, contractors,
subcontractors and licensees, and shall require its affiliates
to advise
their employees, agents, contractors, subcontractors and licensees,
of the
Receiving Party’s obligations of confidentiality and non-use under this
Section
11,
and shall be responsible for ensuring compliance by its and its
affiliates’ employees, agents, contractors, subcontractors and licensees
with such obligations. In addition, the Receiving Party shall require
all
Persons that are provided access to the Disclosing Party’s Confidential
Information, other than the Receiving Party’s accountants and legal
counsel, to execute confidentiality
or non-disclosure agreements containing provisions substantially
similar
to
those set forth in this Section
11.
The Receiving Party shall promptly notify the Disclosing Party
in writing
upon learning of any unauthorized disclosure or use of the Disclosing
Party’s Confidential Information by such
Persons.
|
|
11.04
|
Effect
of Termination.
Upon the Disclosing Party’s written request following the termination
of this Agreement, the Receiving Party promptly shall return to
the
Disclosing
Party, or destroy, all Confidential Information of the Disclosing
Party
provided under or in connection with this Agreement, including
all copies,
portions and summaries thereof. Notwithstanding the foregoing sentence,
(a) the Receiving Party may retain one copy of each item of the
Disclosing
Party’s Confidential Information for purposes of identifying and
establishing its rights and obligations under this Agreement, for
archival
or audit purposes and/or to the extent required by applicable law,
and (b)
the Administrator shall have
no obligation to return or destroy Confidential Information of
the Trust
that resides in
save tapes of Administrator; provided, however, that in either
case all
such Confidential Information retained by the Receiving Party shall
remain
subject to the provisions of Article
11
for so long as it is so retained. If requested by the Disclosing
Party,
the Receiving Party shall certify in writing its compliance with
the
provisions of this paragraph.
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Page
14
of 20
|
SECTION
12
|
MISCELLANEOUS
PROVISIONS
|
|
12.01
|
Internet
Access.
Data and information may be made electronically accessible to the
Trust,
its adviser and/or sub-adviser(s) and its investors through Internet
access to one or
more web sites provided by the Administrator (“Web
Access”).
All rights in Web Access (including text and “look and feel” attributes)
are owned by the Administrator. Any commercial use of the content
or any
other aspect of Web Access requires the written permission, of
the
Administrator. Use of the Web Access by the Trust or its agents
or
investors
will be subject to any additional terms of use set forth on the
web site.
All Web Access and the information (including text, graphics and
functionality) on the web sites related to such Web Access is presented
“As Is” and “As Available” without express or implied warranties
including, but not limited to, implied warranties of
non-infringement,
merchantability and fitness for a particular purpose. The Administrator
neither warrants that the Web Access will be uninterrupted or error
free,
nor guarantees the accessibility, reliability, performance, timeliness,
sequence, or completeness of information provided on the Web
Access.
|
|
12.02
|
Independent
Contractor.
In making, and performing under, this Agreement, the Administrator
shall
be deemed to be acting as an independent contractor of the Trust
and
neither the Administrator nor its employees shall be deemed an
agent,
affiliate, legal representative, joint venturer or partner of the
Trust.
No party is authorized to bind any other party to any obligation,
affirmation or commitment with respect to any other
Person.
|
|
12.03
|
Assignment;
Binding Effect.
Neither party may assign, delegate or transfer, by operation of
law or
otherwise, this Agreement (in whole or in part), or any of its
obligations
hereunder, without the prior written consent of the other party;
provided,
however, that the
Administrator may assign, delegate or transfer, by operation of
law or
otherwise, all or
any portion of its rights under this Agreement to an affiliate
of SEI
Investments Company; provided further, that such affiliate, person
or
entity agrees to be bound by the terms, conditions and provisions
of this
Agreement. Subject to the foregoing, all of the terms, conditions
and
provisions of this Agreement shall be binding upon and shall inure
to the
benefit of each party’s successors and permitted assigns. Any assignment,
delegation, or transfer in violation of this provision shall be
void and
without legal effect.
|
|
12.04
|
Agreement
for Sole Benefit of the Administrator and the Trust.
This Agreement is for the sole and exclusive benefit of the Administrator
and the Trust and will not be deemed to be for the direct or indirect
benefit of either (i) the clients or customers of the Administrator
or the
Trust or (ii) the Sponsor. The clients or customers of the Administrator
or the Trust will not be deemed to be third party beneficiaries
of this
Agreement nor to have any other contractual relationship with the
Administrator by reason of this Agreement and each party hereto
agrees to
indemnify and hold harmless the other party from any claims of
its clients
or customers against the other party including any attendant expenses
and
attorneys’ fees, based on this Agreement or the services provided
hereunder.
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Page
15
of 20
|
12.05
|
Governing
Law.
This Agreement shall be governed by and construed in accordance
with the
laws of the Commonwealth of Pennsylvania without giving effect
to any
conflict of laws or choice of laws rules or principles thereof.
To the
extent that the applicable laws of the Commonwealth of Pennsylvania,
or
any of the provisions of this Agreement, conflict with the applicable
provisions of the 1940 Act, the Securities Act of 1933 or the Securities
Exchange Act of 1934, the latter shall
control.
|
|
12.06
|
Equitable
Relief.
Each party agrees that any other party’s violation of the provisions of
Section
11 (Confidentiality)
may cause immediate and irreparable harm to the other party for
which
money damages may not constitute an adequate remedy at law. Therefore,
the
parties agree that, in the event either party breaches or threatens
to
breach said provision or covenant, the other party shall have the
right to
seek, in any court of competent jurisdiction, an injunction to
restrain
said breach or threatened breach, without posting any bond or other
security.
|
|
12.07
|
Dispute
Resolution.
Whenever either party desires to institute legal proceedings against
the
other concerning this Agreement, it shall provide written notice
to that
effect to such other party. The party providing such notice shall
refrain
from instituting said legal proceedings
for a period of thirty days following the date of provision of
such
notice. During such period, the parties shall attempt in good faith
to
amicably resolve their dispute by negotiation among their executive
officers. This Section
12.07
shall not prohibit either party from seeking, at any time, equitable
relief as permitted under Section
12.06.
|
|
12.08
|
Notice.
All notices provided for or permitted under this Agreement shall
be deemed
effective upon receipt, and shall be in writing and (a) delivered
personally, (b) sent by commercial overnight courier with written
verification of receipt, or (c) sent by certified or registered
U.S. mail,
postage prepaid and return receipt requested, to the party to be
notified,
at the address for such party set forth below, or at such other
address of
such party specified in the opening paragraph of this Agreement.
Notices
to the Administrator shall be sent to the attention of: General
Counsel,
SEI Investments Global Funds Services,
Xxx Xxxxxxx Xxxxxx Xxxxx, Xxxx, Xxxxxxxxxxxx 00000, with a copy,
given in
the manner
prescribed above, to the current relationship manager for the Trust.
Notices to the
Trust shall be sent to the persons specified in Schedule
IV.
|
|
12.09
|
Entire
Agreement; Amendments.
This Agreement sets forth the entire understanding of the parties
with
respect to the subject matter hereof. This Agreement supersedes
all prior
or contemporaneous representations, discussions, negotiations,
letters,
proposals, agreements and understandings between the parties hereto
with
respect to the subject matter hereof, whether written or oral.
This
Agreement may be amended, modified or supplemented only by a written
instrument duly executed by an authorized representative of each
of the
parties.
|
Page
16
of 20
|
12.10
|
Severability.
Any provision of this Agreement that is determined to be invalid
or
unenforceable in any jurisdiction shall be ineffective to the extent
of
such invalidity or unenforceability in such jurisdiction, without
rendering invalid or unenforceable the remaining provisions of
this
Agreement or affecting the validity or enforceability of such provision
in
any other jurisdiction. If a court of competent jurisdiction declares
any
provision of this Agreement to be invalid or unenforceable, the
parties
agree that the court making such determination shall have the power
to
reduce the scope, duration, or area of the provision, to delete
specific
words or phrases, or to replace the provision with a provision
that is
valid and enforceable and that comes closest to expressing the
original
intention of the parties, and this Agreement shall be enforceable
as so
modified.
|
|
12.11
|
Waiver.
Any term or provision of this Agreement may be waived at any time
by the
party entitled to the benefit thereof by written instrument executed
by
such party. No failure of either party hereto to exercise any power
or
right granted hereunder, or to insist upon strict compliance with
any
obligation hereunder, and no custom or practice of the parties
with regard
to the terms of performance hereof, will constitute a waiver of
the rights
of such party to demand full and exact compliance with the terms
of this
Agreement.
|
|
12.12
|
Anti-Money
Laundering Laws.
In connection with performing the Services set forth herein, the
Administrator may provide information that the Trust may rely upon
in
connection with the Trust’s compliance with applicable laws and
regulations aimed at the prevention and detection of money laundering
and/or terrorism activities (hereinafter, the “Regulations”).
The Trust and the Administrator agree that the Trust shall be responsible
for its compliance with all such Regulations. It shall be a condition
precedent to providing Services to the Trust under this Agreement
and the
Administrator shall have no liability for non-performance of its
obligations under this Agreement unless it is satisfied, in its
absolute
discretion, that it has sufficient and appropriate information
and
material to discharge its obligations under the Regulations, and
that the
performance of such obligations will not violate any Regulations
applicable to it. Without in any way limiting the foregoing, the
Trust
acknowledges that the Administrator is authorized to return an
investor’s
Investment in any Portfolio and take any action necessary to restrict
repayment of
redemption proceeds to the extent necessary to comply with its
obligations
pursuant to
the Regulations.
|
|
12.13
|
Force
Majeure.
No breach of any obligation of a party to this Agreement (other
than
obligations to pay amounts owed) will constitute an event of default
or
breach to the extent it arises out of a cause, existing or future,
that is
beyond the control and without negligence of the party otherwise
chargeable with breach or default, including without limitation:
work action or strike; lockout or other labor dispute; flood; war;
riot;
theft; act of
terrorism, earthquake or natural disaster. Either party desiring
to rely
upon any of the foregoing
as an excuse for default or breach will, when the cause arises,
give to
the other
party prompt notice of the facts which constitute such cause; and,
when
the cause ceases to exist, give prompt notice thereof to the other
party.
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Page
17
of 20
|
12.14
|
Equipment
Failures.
In the event of equipment failures beyond the Administrator’s control, the
Administrator shall take reasonable and prompt steps, and except
to the
extent
such equipment failures are caused by the Trust, at no additional
cost to
the Trust,
to
minimize service interruptions, but shall have no liability with
respect
thereto except to the extent such failure is caused by the Administrator’s
gross negligence, bad faith or fraud in the performance of the
Services.
The Administrator shall develop and maintain a plan for recovery
from
equipment failures which may include contractual arrangements with
appropriate parties making reasonable provision for emergency use
of
electronic data processing equipment to the extent appropriate
equipment
is available.
|
|
12.15
|
Non-Solicitation.
During the term of this Agreement and for a period of one year
thereafter,
no Fund shall solicit, make an offer of employment to, or enter
into a
consulting relationship with, any person who was an employee of
the
Administrator during the term of this Agreement. If the Trust breaches
this provision, the Trust shall pay to the Administrator liquidated
damages equal to 100% of the most recent twelve month salary of
the
Administrator’s former employee together with all legal fees reasonably
incurred by the Administrator in enforcing this provision. The
foregoing
restriction on solicitation does not apply to unsolicited applications
for
jobs, responses to public advertisements or candidates submitted
by
recruiting firms, provided that such firms
have not been contacted to circumvent the spirit and intention
of
this Section
12.15.
|
|
12.16
|
Headings.
All Article headings contained in this Agreement are for convenience
of
reference only, do not form a part of this Agreement and will not
affect
in any way the meaning or interpretation of this
Agreement.
|
|
12.17
|
Counterparts.
This Agreement may be executed in two or more counterparts, all
of which
shall constitute one and the same instrument. Each such counterpart
shall
be deemed an
original, and it shall not be necessary in making proof of this
Agreement
to produce or
account for more than one such counterpart. This Agreement shall
be deemed
executed by both parties when any one or more counterparts hereof
or
thereof, individually or taken together, bears the original or
facsimile
signatures of each of the parties.
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Page
18
of 20
|
12.18
|
Publicity.
Except to the extent required by applicable Law, neither the Administrator
nor the Trust shall issue or initiate any press release arising
out of or
in connection with this Agreement or the Services rendered hereunder;
provided,
however, that
if no special prominence is given or particular reference made
to the
Trust over other clients, nothing herein shall prevent the Administrator
from (i) placing the Trust on the Administrator’s client
list(s) (and sharing such list(s) with current or potential clients
of the
Administrator); (ii)
using the Trust as reference; or (iii) otherwise orally disclosing
that
the Trust is a client
of
the Administrator at presentations, conferences or other similar
meetings.
If the Administrator desires to engage in any type of publicity
other than
as set forth in subsections
(i) through (iii) above or if the Trust desires to engage in any
type of
publicity,
the party desiring to engage in such publicity shall obtain the
prior
written consent of the other party hereto, such consent not to
be
unreasonably withheld, delayed or
conditioned.
|
[The
remainder of this page has intentionally been left blank.]
Page
19
of 20
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
as of
the
Effective Date.
| ADMINISTRATOR: | TRUST: |
|
SEI
INVESTMENTS GLOBAL FUNDS SERVICES
|
THE
COMMUNITY REINVESTMENT ACT
QUALIFIED
INVESTMENT FUND
|
|
By: /s/
Xxxxxxx
Xxxxx
Name:
Xxxxxxx Xxxxx
Title:
EVP
|
By:
/s/ Xxxxxx X. Xxxxxxxx
Name:
Xxxxxx X. Xxxxxxxx
Title:
CFO
|
Page
20
of 20
SCHEDULE
I
Portfolios
SCHEDULE
II
List
of Services
|
1)
|
Maintain
the Trust’s accounting books and
records;
|
|
2)
|
Obtain
Portfolio security valuations from Pricing Sources consistent with
the
Trust’s pricing and valuation policies, and calculate net asset value
of
each Portfolio and class and distribute net asset values and prices
to
NASDAQ or such other regulatory entity as is approved by the
Trust;
|
|
3)
|
Compute
yields, total return, expense ratios, portfolio turnover rate and
average
dollar-weighted portfolio maturity, as
appropriate;
|
|
4)
|
Track
and validate income and expense accruals, analyze and modify expense
accrual changes
periodically, and process expense disbursements to vendors and
service
providers;
|
|
5)
|
Perform
cash processing such as recording paid-in capital activity, perform
necessary reconciliations
with the transfer agent and the custodian, and provide cash availability
data to the
adviser, if requested;
|
|
6)
|
Calculate
required ordinary income and capital gains distributions, coordinate
estimated cash payments, and perform necessary reconciliations
with the
transfer agent;
|
|
7)
|
Provide
standardized performance reporting data to the Trust and its
adviser;
|
|
8)
|
Provide
performance, financial and expense information for registration
statements
and proxies;
|
|
9)
|
Communicate
net asset value, yield, total return or other financial data to
appropriate third party reporting agencies, and assist in resolution
of
errors reported by such third party
agencies;
|
|
10)
|
Update
accounting system to reflect rate changes, as received from a Portfolio’s
investment adviser, subadvisor or respective designee, on variable
interest rate instruments;
|
|
11)
|
Accrue
expenses of each Portfolio according to instructions received from
the
Trust’s treasurer or
other authorized representative (including officers of the Trust’s
investment adviser);
|
|
12)
|
Determine
the outstanding receivables and payables for all (1) security trades,
(2)
portfolio share transactions and (3) income and expense accounts
in
accordance with the budgets provided by the Trust or its investment
adviser,
|
|
13)
|
Prepare
the Trust’s financial statements for review by fund management and
independent auditors, manage annual and semi-annual report preparation
process, prepare Forms N-SAR, N-Q, N-CSR and 24f-2, provide fund
performance data for annual report, coordinate printing and delivery
of
annual and semi-annual reports to shareholders, and file Forms
N-SAR, N-Q,
N-CSR and 24f-2 and annual/semi-annual reports via
XXXXX;
|
|
14)
|
Monitor
each Portfolio’s compliance with the requirements of Subchapter M of the
Internal Revenue Code with respect to status as a regulated investment
company;
|
|
15)
|
Prepare
and file federal and state tax returns for the Trust other than
those
required to be prepared and filed by the Trust’s transfer agent or
custodian.
|
|
16)
|
Provide
data for year-end 1099s and supplemental tax
letters;
|
|
17)
|
Provide
such fund accounting and financial reports in connection with quarterly
meetings of the Board of Trustees as the Board of Trustees may
reasonably
request;
|
|
18)
|
Manage
the Trust’s proxy solicitation process, including evaluating proxy
distribution channels, coordinating with outside service provider
to
distribute proxies, track shareholder responses and tabulate voting
results, and managing the proxy solicitation vendor if
necessary;
|
|
19)
|
Provide
individuals to serve as ministerial officers of the Trust, as
requested;
|
|
20)
|
Provide
principal accounting officer for purposes of Xxxxxxxx-Xxxxx, as
requested;
|
|
21)
|
Coordinate
with the Trust’s counsel on filing of the Trust’s registration statements
and proxy statements, and coordinate printing and delivery of the
Trust’s
prospectuses and proxy
statements;
|
|
22)
|
Coordinate
the Trust’s Board of Trustees’ schedule, agenda and production of Board of
Trustees
meeting materials, and attend Board of Trustees meetings (if
requested);
|
|
23)
|
Provide
consultation to the Trust on regulatory matters relating to the
operation
of the Trust as requested and coordinate with the Trust’s legal counsel
regarding such matters;
|
|
24)
|
Assist
legal counsel to the Trust in the development of policies and procedures
relating to the operation of the
Trust;
|
|
25)
|
Act
as liaison to legal counsel to the Trust and, where applicable,
to legal
counsel to the Trust’s independent
trustees;
|
|
26)
|
Coordinate
with the Trust counsel in the preparation, review and execution
of
contracts between the
Trust and third parties, such as the Trust’s investment adviser, transfer
agent, and custodian,
and record-keepers or shareholder service
providers;
|
|
27)
|
Assist
the Trust in handling and responding to routine regulatory examinations
with respect to records retained or services provided by the
Administrator, and coordinate with the Trust’s legal counsel in responding
to any non-routine regulatory matters with respect to such
matters;
|
|
28)
|
Provide
consulting with respect to the ongoing design, development and
operation
of the Trust, including new Portfolios or Share classes and/or
load
structures and financing, as well as changes to investment objectives
and
polices for existing
Portfolios;
|
|
29)
|
Coordinate
as necessary the registration or qualification of Shares with appropriate
state securities authorities;
|
|
30)
|
Manage
the preparation for and conducting of Board of Trustees meetings
by (i)
coordinating Board
of Trustees book production and distribution process, (ii) subject
to
review and approval by
the Trust and its counsel, preparing meeting agendas, (iii) preparing
the
relevant sections of the Board of Trustees materials required to
be
prepared by the Administrator, (iv) assisting to gather and coordinate
special materials related to annual contract renewals and approval
of rule
12b-1 plans for and as directed by the Trustees or Trust counsel,
(v)
attending Board of Trustees meetings, and (vi) performing such
other Board
of Trustees meeting functions as shall be agreed by the parties
in writing
(in this regard, the Trust shall provide the Administrator with
notice of
regular meetings at least six (6) weeks before such meeting and
as soon as
practicable before any special meeting of the Board of
Trustees);
|
|
31)
|
Cooperate
with, and take all reasonable actions in the performance of its
duties
under this Agreement to ensure that all necessary information is
made
available to the Trust’s independent public accountants in connection with
the preparation of any audit or report requested by the Trust,
including the provision of a conference room at the Administrator’s
location if necessary (in this
regard, the Trust’s independent auditors shall provide the Administrator
with reasonable notice of any such audit so that (i) the audit
will be
completed in a timely fashion and (ii) the Administrator will be
able to
promptly respond to such information requests without undue disruption
of
its business); and
|
|
32)
|
On
a T+2 post-trade basis and based on the information available to
the
Administrator, periodically monitor the Portfolios for compliance
with
applicable limitations as set forth in the Trust’s or any Portfolio’s then
current Prospectus or Statement of Additional Information (this
provision
shall not relieve the Trust’s investment adviser and sub-advisers, if any,
of their primary day-to-day
responsibility for assuring such compliance, including on a pre-trade
basis).
|
|
33)
|
Additional
Reports and Services.
|
|
•
|
Upon
reasonable notice and as mutually agreed upon, the Administrator
may
provide additional reports upon the request of the Trust or its
investment
adviser, which may result in additional charges, the amount of
which shall
be agreed upon between the parties prior to the provision of such
report.
|
|
•
|
Upon
reasonable notice and as mutually agreed upon, the Administrator
may
provide such additional services with respect to a Portfolio, which
may
result in an additional charge, the amount of which shall be agreed
upon
between the parties prior to the provision of such
service.
|
|
34)
|
Miscellaneous
|
|
•
|
Determine
unrealized appreciation and depreciation on securities held by
the
Portfolios.
|
|
•
|
Amortize
premiums and accrete discounts on securities purchased at a price
other
than
face value, if requested by the
Trust.
|
|
•
|
Maintain
a security reference master.
|
|
•
|
Provide
standard monthly financial statements for each Portfolio based
on the
information
contained in the Administrator’s recordkeeping system as described below,
upon request of the Trust: (1) Statement of Assets and Liabilities;
(2)
Statement of Operations; (3) Statement of Changes in Net Assets;
(4)
Security Purchases and Sales Journals; (5) Portfolio Holdings Reports;
(6)
the cash settlement; (7) Schedule of Capital Gains and Losses;
and (8)
custodial investment balance
reconciliations.
|
|
•
|
Maintain
historical tax lots for each
security.
|
|
•
|
Use
commercially reasonable efforts to locate and timely pay premiums
for
fidelity bonds and Trustees and officers/errors and omissions insurance
policies for the Trust in accordance with the requirements of the
1940
Act.
|
|
•
|
Monitor
and pay the Trust’s bills, maintain the Trust’s budget, and report budget
expenses and variances to the Trust’s
management.
|
SCHEDULE
III
Schedule
of Fees
Administration
and Accounting Fee:
The
following fees are due and payable monthly to the Administrator pursuant
to Section
8
of the
Agreement. The
Trust
will be charged the greater of the Asset Based Fee or the Annual Minimum
Fee, in
each case calculated in the manner set forth below.
Asset
Based
Fees: (calculated
and assessed monthly in arrears based on the aggregate net assets of the
Trust):
|
Trust
Assets
|
Basis
Points
|
|
Aggregate
net assets of the Trust
|
6
|
Annual
Minimum Fee (calculated
and paid on a monthly basis):
|
Trust
|
Annual
Minimum Fee
|
|
The
Community Reinvestment Act
Qualified
Investment
Fund
|
$250,000
|
Additional
Classes:
|
•
|
$15,000
per class, per annum
|
Out
of
Pocket
Expenses:
All
reasonable out of pocket expenses (i.e., blue sky fees, fulfillment charges,
pricing service fees, postage, registration
fees, facsimile and telephone charges) incurred by the Administrator on behalf
of the Trust will be
billed
to the Trust quarterly in arrears.
Change
of Terms:
This
schedule is based upon regulatory requirements and the Trust’s requirements as
set forth in the Trust Materials
as of the Effective Date. Any material change to any of the foregoing, including
but not limited to, a
material
change in the Trust’s assets or the investment objective of a Portfolio will
constitute a material change to this Agreement. If such a change occurs,
the
Administrator agrees to review the change with representatives
of the Trust and provide information concerning the feasibility of implementing
any additional
or
enhanced services and associated costs resulting from such change. The parties
shall then in good faith agree to mutually agreeable terms applicable to
such
additional or enhanced service.
The
Trust
acknowledges and agrees that Administrator reserves the right to impose a
five
percent (5%) per annum
surcharge on a Portfolio basis against the Portfolios in the event the Trust
has
not implemented by the
first
anniversary of this Agreement an automated trade ticket process with
Administrator to facilitate the orderly and timely processing of Portfolio
transactions, valuations and reconciliations.
SCHEDULE
IV
Notice
Instruction Form
TO
WHOM
NOTICES SHOULD BE SENT PURSUANT TO SECTION 12.08 OF THE AGREEMENT:
|
Name
of Party or Parties:
|
|
|
Name
of Contact:
|
Xxxxx
X. Xxxxxx, President
|
|
Address:
|
0000
Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000
|
| Telephone No.: | ____________________________________ |
|
Facsimile
No.:
|
____________________________________ |
|
Email
Address:
|
____________________________________ |
