SUB-MANAGEMENT AGREEMENT ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.
Exhibit
(g)(v)
ACCESS CAPITAL STRATEGIES COMMUNITY INVESTMENT FUND, INC.
THIS AGREEMENT, dated as of May 23, 2003
BETWEEN:
ACCESS CAPITAL STRATEGIES LLC, a Massachusetts limited liability company (hereinafter called
the “Manager”),
- and -
XXXXXXX XXXXX INVESTMENT MANAGERS, L.P., a Delaware limited partnership (hereinafter called
the “Sub-Manager”)
RECITES THAT:
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
Whereas the Manager and the Sub-Manager have agreed to amend the Sub-Management Agreement
pursuant to Section 9 of the Sub-Management Agreement;
Now, therefore, in consideration of the premises and mutual covenants herein contained, it is
agreed between the parties hereto as follows:
Definitions and Interpretations
1. Unless separately defined, terms in this Agreement have the meanings attributed to them in the
Sub-Management Agreement.
Amendment
2. Section 5(a) of the Sub-Management Agreement is hereby amended by deleting Section 5(a) in its
entirety and replacing it with the following:
“(a) If for any month the amount of operating expenses paid by the Fund pursuant to Section
7(a) of the Management Agreement exceeds 0.25% of the Fund’s monthly net assets (the “Expense
Cap”), the Sub-Manager will pay to the Manager 50% of the amount of such excess. If for any month
the amount of operating expenses paid by the Fund pursuant to Section 7(a) of the Management
Agreement is less than the Expense Cap, the Manager will pay to the Sub-Manager 50% of the
difference between the amount of operating expenses actually paid by the Fund for such month and
the Expense Cap to the extent the Sub-Manager has not been fully reimbursed for any operating
expenses previously paid by the Sub-Manager.”
3. Section 6(a) of the Sub-Management Agreement is hereby amended by deleting the word
“quarterly” and replacing it with “monthly.”
Miscellaneous Provisions
4. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns.
5. This Agreement shall be governed and construed in accordance with the laws of the State of New
York, without giving effect to the conflicts of laws principles thereof, and in accordance with the
1940 Act.
6. This Agreement shall not take effect unless (i) it is approved by vote of a majority of the
Fund’s outstanding voting securities and (ii) the Agreement dated as of May 23, 2003
between the Manager and the Fund is approved by vote of a majority of the Fund’s outstanding voting
securities.
7. This Agreement shall take effect upon the later of (i) June 1, 2003 or (ii) the date on which
this Agreement is approved by vote of a majority of the Fund’s outstanding voting securities.
In witness whereof the parties have caused this Agreement to be executed by their officers
designated as of the day and year first above written.
| XXXXXXX XXXXX INVESTMENT MANAGERS, L.P. | ||||||
| By: | ||||||
| Title: | ||||||
| ACCESS CAPITAL STRATEGIES LLC | ||||||
| By: | ||||||
| Title: | ||||||
