AMENDMENT NUMBER ONE
AMENDMENT
NUMBER ONE
TO
THIS
AMENDMENT NUMBER ONE to the Administration Agreement (this “Amendment”)
is entered into as of the 26th day of June, 2008 (“Amendment
Effective Date”) by and between The Community Reinvestment Act Qualified
Investment Fund, a Delaware business trust (the “Trust”),
and SEI Investments Global Funds Services (the “Administrator”),
a Delaware statutory trust.
WHEREAS,
the Trust and the Administrator entered into an Administration Agreement dated
as of the 22nd day of December, 2006 pursuant to which the Administrator agreed
to provide certain administrative and accounting services to the Portfolios (the
“Agreement”);
and
WHEREAS,
the Trust and the Administrator desire to amend the Agreement as provided
herein.
NOW
THEREFORE, in consideration of the premises, covenants, representations
and warranties contained herein, and intending to be legally bound hereby, the
parties hereto agree as follows:
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1)
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Defined
Terms. Except
as specifically set forth herein, defined terms used herein shall have
their respective meanings as set forth in the
Agreement.
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2)
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Section
5.09. A
new Section 5.09 is hereby added to the Agreement as
follows:
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5.09
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The
Administrator may, from time to time, provide to the Trust services and
products (“Special
Third Party Services”) from external third party sources that are
Pricing Sources or data feed providers (“Special
Third Party Vendors”). The Trust acknowledges and agrees
that the Special Third Party Services are confidential and proprietary
trade secrets of the Special Third Party Vendors. Accordingly,
the Trust shall honor requests by the Administrator and the Special Third
Party Vendors to protect their proprietary rights in their data,
information and property including requests that the Trust place copyright
notices or other proprietary legends on printed matter, print outs, tapes,
disks, film or any other medium of dissemination. The Trust
further acknowledges and agrees that all Special Third Party Services are
provided on an “AS IS WITH ALL FAULTS” basis solely for each Portfolio’s
internal use in connection with the receipt of the Special Third Party
Services. The Trust may use Special Third Party Services as
normally required on view-only screens and hard copy statements, reports
and other documents necessary to support the Portfolios’ investors,
however the Trust shall not distribute any Special Third Party Services to
other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE
ADMINISTRATOR MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO
MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH
RESPECT TO ANY OF THE SPECIAL THIRD PARTY SERVICES. NEITHER THE
ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY
DAMAGES SUFFERED BY THE TRUST IN THE USE OF ANY OF THE SPECIAL THIRD PARTY
SERVICES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL,
CONSEQUENTIAL OR SIMILAR DAMAGES.
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3)
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Section
9.01. Section 9.01 of the Agreement is hereby deleted
and replaced in its entirety as set forth
below:
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9.01
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Term
and Renewal. This Agreement shall become effective as of the
Effective Date and shall remain in full force and effect until December
31, 2011 (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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4)
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Schedule III (Schedule of Fees). Notwithstanding the Asset Based Fee
calculation set forth in Schedule III (Schedule of Fees) of the Agreement,
the parties hereby agree that, for a period of twelve months immediately
following the Amendment Effective Date (such period referred to herein as
the “Waiver
Period”),
the Administrator shall, subject to the conditions set forth below, waive
one basis point of the Asset Based Fee (such waived portion of the Asset
Based Fee shall be referred to herein as the “Waived
Amount”),
which fee shall therefore be calculated by multiplying the aggregate net
assets of the Trust by 5 basis points. In the event the expense ratio of
the Institutional Shares of the Trust falls below 50 basis points during
the Waiver Period, the foregoing conditional waiver shall be amended such
that the Trust shall pay (in addition to any other amounts due and payable
pursuant to Schedule III (Schedule of Fees)) that portion of the Waived
Amount that causes the expense ratio of the of the Institutional Shares of
the Trust to be equal to 50 basis points. Following such twelve
month period, the Asset Based Fee shall revert back to the calculation set
forth in Schedule III (Schedule of
Fees).
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5)
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Ratification of Agreement. Except
as expressly amended and provided herein, all of the terms, conditions and
provisions of the Agreement are hereby ratified and confirmed to be of
full force and effect, and shall continue in full force and
effect.
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6)
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Counterparts. This
Amendment 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 Amendment 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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7)
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Governing
Law. This Amendment 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
Amendment, 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.
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[Signature
page follows]
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment by their
duly authorized representatives as of the day and year first above
written.
By: /s/
Xxxxxx X. Xxxxxxxx
Name: Xxxxxx
X. Xxxxxxxx
Title: Treasurer
SEI
INVESTMENTS GLOBAL FUNDS SERVICES
By: /s/
Xxxxxxx X. Xxxxx
Name: Xxxxxxx
X. Xxxxx
Title: Vice
President
