AGREEMENT
Ladies and Gentlemen:
CRAFund Advisors, Inc. (the "Advisor"), Citco Mutual Fund
Distributors, Inc. (the "Distributor") and you wish to enter into this agreement
("Agreement") concerning the provision of certain services relating to The
Community Reinvestment Act Qualified Investment Fund (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) responding to routine customer
inquiries relating to services performed by you; (ii) 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; (iii) forwarding to customers
proxy statements and proxies containing any proposals regarding this Agreement
or the Distribution Plan related hereto; (iv) aggregating and processing
purchase, exchange, and redemption requests from customers and placing net
purchase, exchange, and redemption orders for your customers; and (v) assisting
customers in changing dividend or distribution options, account designations and
addresses.
Section 2. You agree to offer and sell shares of the Trust only in
accordance with the terms and conditions of the Trust's then-current prospectus
and statement of additional information (collectively, the "prospectus").
Neither you nor any of your officers, employees or agents are authorized to make
any representations concerning the Trust or its Shares, Advisor or Distributor
except those contained in the Trust's then current prospectus for the Trust's
Shares, copies of which will be supplied by Distributor, to you, or in such
supplemental literature or advertising as may be authorized by the Trust in
writing. You agree not to use any other offering document, marketing materials
or sales literature for the Trust without the consent of the Distributor.
Section 3. 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
Advisor, the Trust or the Distributor 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 the Advisor, the Trust, the Distributor, their
affiliates and each of their officers, directors and employees 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 your
customers. You and your employees will, upon request, be available during normal
business hours to consult with the Advisor or its designees concerning the
performance of your responsibilities under this Agreement.
Furthermore, you agree to indemnify the Trust, the Distributor, the
Advisor and their respective affiliates, officers, directors and employees
against any and all claims, demands, controversies, actions, losses, damages,
liabilities, expenses, arbitrations, complaints or investigations, including
without limitation, reasonable attorneys' fees and court costs that are the
result of or arise directly or indirectly, in whole or in part, from the Trust,
the Advisor, the Distributor or their affiliates acting upon instructions for
the purchase, exchange or resale of uncertificated book shares received through
your manual or automated phone system or the Fund/SERV program of National
Securities Clearing Corporation; provided such loss, liability or damages are
not the result of the gross negligence, recklessness or intentional misconduct
of the Distributor. All expenses which you incur in connection with your
activities under this Agreement shall be borne by you. Termination or
cancellation of this Agreement shall not relieve you from the requirements of
this paragraph as to transactions or occurrences arising prior to such
termination.
Section 4. In consideration for the services and facilities provided by
you hereunder, the Advisor 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
net asset value of the Trust's Shares owned of record or beneficially by your
customers from time to time for which you provide services hereunder. The fee
rate may be prospectively increased or decreased by the Advisor, in its sole
discretion, at any time upon notice to you. You and the Advisor expressly
acknowledge and agree that the Trust shall not be held liable for any fee
payable to you hereunder. 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) and the Advisor shall have no
liability to you for such suspension or withdrawal.
Section 5. We may enter into other similar agreements with any other
person or persons without your consent.
Section 6. 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 if required by
applicable law, 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 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) 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. 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.
-2-
Section 7. The prices at which the Shares may be offered by you to your
customers are the public offering prices described in the Trust's then-current
prospectus. Shares will be offered and sold at the current offering price in
effect at the time the order for such Shares is confirmed and accepted by the
Distributor at its office in Pennsylvania.
Section 8. By accepting this offer, you agree:
(a) that you will offer and sell the Shares only to those persons
who are eligible to purchase such Shares;
(b) that you will offer the Shares only in those jurisdictions in
which the Shares may lawfully be offered for sale, and you are responsible for
inquiring as to the jurisdictions in which Shares have been qualified for sale;
(c) that you will purchase Shares only from the Distributor or from
your customers and (i) that all such purchases shall be made only to cover
orders received by you from your customers, or for your own bona fide
investment, (ii) that you will not withhold placing a customer order for Shares
in order to benefit yourself and (iii) that you will pay your customers not less
than the applicable redemption or repurchase price then quoted by the Trust;
(d) that you will not purchase any Shares from your customers at a
price lower than the then redemption price established by the Trust for the
Shares; and
(e) that the Trust has the right, without notice, to suspend or
terminate the sale of the Shares.
Section 9. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by the Advisor and the Distributor.
Section 10. All notices and other communications to either you or the
Advisor 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. You hereby agree that you will fully comply with all
applicable anti-money laundering laws and regulations as now or hereafter in
effect. You may place resale orders for Shares owned by your customers, but only
in accordance with the terms of the prospectus. You understand and agree that by
placing a resale order by wire or telephone (including resale orders for
uncertificated book shares placed via your manual or automated phone system or
via the Fund/SERV program of National Securities Clearing Corporation) you
represent that a request for the redemption of the Shares covered by the resale
order has been delivered to you by the registered owner(s) of such Shares, and
that such request has been executed in the manner and with the signature(s) of
such registered owner(s) guaranteed as required by the then-current prospectus.
Such resale orders shall be subject to the following additional conditions:
-3-
(a) You shall furnish the Distributor with the exact registration
and account number to be redeemed at the time you place a resale order by wire
or telephone. With respect to resale orders of uncertificated book shares placed
via Fund/SERV, you shall retain in your files all documents required to effect
such transaction. You will provide the original of such documents upon request.
(b) You represent and warrant that: (i) your internal control
structure over the processing and transmission of orders for Shares ("Orders")
is suitably designed to prevent or detect on a timely basis Orders received
after the close of the New York Stock Exchange ("NYSE") (currently, 4:00 p.m.
Eastern Time) ("Market Close") from being aggregated with Orders received before
Market Close; (ii) you will promptly provide notice to the Advisor, the Trust
and the Distributor upon becoming aware of any issue materially affecting your
ability to comply with your obligations under this provision; and (iii) you will
maintain records sufficient to demonstrate compliance with these representations
and warranties.
(c) The resale price will be the next net asset value per share of
the Shares computed after the Distributor's receipt, prior to the close of the
NYSE, of an order placed by you to resell such Shares, except that orders placed
by you after the close of the NYSE on a business day will be based on the
Trust's net asset value per share determined that day, but only if such orders
were received by you from your customer prior to the close of business of the
NYSE that day and if you placed your resale order with the Distributor prior to
its normal close of business that day.
Section 13. This Amended and Restated Agreement (including appendices or
other attachments hereto) constitutes the entire agreement among the parties as
to the subject matter hereof and supersedes any and all agreements,
representations, warranties, written or oral, regarding such subject matter made
prior to the time at which the Amended and Restated Agreement has been executed
by the parties.
Section 14. You undertake to promptly notify the Distributor if you are
not now a member of the Securities Investor Protection Corporation (or its
successor) ("SIPC"), or if at any time during the term of this Agreement you
cease being a member of SIPC. Such notice shall be in writing and shall be sent
via first class mail to: Citco Mutual Fund Distributors, Inc., Attn: General
Counsel, 00 Xxxxxxx Xxxxxx Xxxx., Xxxxx 000, Xxxxxxx, Xxxxxxxxxxxx 00000.
Section 15. This Agreement may be terminated at any time, without the
payment of any penalty by the Advisor or Distributor on notice to you. This
Agreement will terminate in the event of its assignment (as defined the 1940
Act). You agree that the Advisor and the Distributor have and reserve the right,
in their sole discretion, to modify, amend or terminate this Agreement upon
written notice to you of such modification, amendment or termination, which
shall be effective on the date stated in such notice. Without limiting the
foregoing, and any provision hereof to the contrary notwithstanding, your
expulsion from the NASD will automatically terminate this Agreement without
notice; your suspension from the NASD, the initiation of customer protection
proceedings by the Securities Investor Protection Corporation (or its
successor), the appointment of a trustee for all or substantially all of our
business assets, or our violation of applicable state, Federal or foreign laws
or rules and regulations of authorized regulatory agencies will terminate this
Agreement effective upon the date notice of such termination is mailed to you.
The failure of the Advisor or the Distributor to terminate this Agreement for a
particular cause shall not constitute a waiver of their right to terminate this
Agreement at a later date for the same or any other cause.
-4-
Section 16. You have developed a Customer Identification Program ("CIP")
that will permit you to comply with 31 CFR Part 103, Customer Identification
Programs for Broker-Dealers. You agree to perform your responsibilities under
its CIP for each customer and/or account who becomes an investor in the Trust or
who opens an account for the purpose of selling an interest in the Trust
("shared accounts"). You will certify annually that you have implemented your
own anti-money laundering program, and that you have followed our CIP with
respect to each and every shared account. You will inform the Trust, the Advisor
and the Distributor within five (5) business days of any difficulty you have in
performing your duties under yours CIP with respect to any shared account. This
Agreement does not alter the responsibility of the parties to file Suspicious
Activity Reports or Currency Transaction Reports. The parties may share
information with respect to these reports to the extent permitted by law.
Section 17. This Agreement sets forth the parties mutual obligations to
maintain the confidentiality of certain information that may be provided by them
or their affiliates, that must be kept confidential under (i) Section 504 of the
Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act (the "Act") (ii)
regulations adopted under that Act ("Regulation S-P"), (iii) any applicable
state laws or regulations permitted by the Commission by Section 507 of that
Act, or (iv) any amendments or revisions of any of the forgoing (collectively,
the "Privacy Requirements"). The definitions in Regulation S-P shall apply to
capitalized terms not defined in this Agreement. In the event that a party to
this Agreement receives Non-Public Personal Information from the other party
hereto, such party agrees to:
(a) Maintain the confidentiality of Non-Public Personal Information
and not disclose that Information, except to the extent such disclosure is
expressly permitted by the Privacy Requirements.
(b) Provide not less than five (5) business days advance written
notification of any such disclosure (subject to reduction if required by
applicable legal or regulatory requirements), except to the extent such
disclosure is expressly permitted by the Privacy Requirements.
(c) Not to use Non-Public Personal Information, except as expressly
permitted by the Privacy Regulations.
Section 18. You have and agree to maintain policies reasonably designed to
identify and prevent your customers from market timing the purchase and sale of
Shares or engaging in arbitrage activity to the detriment of long-term investors
in the Trust. You further agree to cooperate to identify and prevent such market
timing or in arbitrage activity (including, but not limited to, cooperating with
the imposition of any redemption fee assessed by the Trust with respect to such
activity).
-5-
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 Citco Mutual Fund Distributors, Inc. at 00 Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx
000, Xxxxxxx, Xxxxxxxxxxxx 00000.
CRAFund Advisors, Inc.
By:
---------------------------------
(name) (title)
Date:
Citco Mutual Fund Distributors, Inc.
By:
---------------------------------
(name) (title)
Date:
Accepted and Agreed to:
----------------------------------
By:
-------------------------------
Authorized Officer, Title
Date:
----------------------------------
Taxpayer Identification Number
-6-
APPENDIX A
[FEE SCHEDULE WILL BE REVISED ON A CASE BY CASE BASIS.]
NAME OF FUND FEE
------------ ---
The Community Reinvestment Act for the first 12
Qualified Investment Fund months from the
date of purchase Annual rate of
of shares: .15% of the net asset value
of shares owned of record
or beneficially by your
customers for which you
provide services under the
Amended and Restated
Agreement, which fee shall
be computed based on the
net asset value of the
shares on the date the
shares are purchased and
shall be paid within 30
days of the date the shares
are purchased.
after the first 12
months from the
date of purchase of shares: Annual rate of
.10% of the average daily
net asset value of shares
owned of record or
beneficially by your
customers for which you
provide services under the
Amended and Restated
Agreement, which fee shall
be computed daily and
payable quarterly within 5
business days after the end
of the quarter.
if net asset value
of shares owned of
record or
beneficially by
your customers for
which you provide
services under the
Agreement exceed
$50 million: Annual rate of .20% of the
average daily net asset
value of shares owned of
record or beneficially by
your customers for which
you provide services under
the Amended and Restated
Agreement, retroactive to
the first purchase of
shares owned of record or
beneficially by your
customers for which you
provide services (but
reduced by any fee
previously paid), which
fee shall be computed
daily and payable
quarterly within 5
business days after the
end of the quarter.
-7-
Upon full redemption of the shares before the end of any fee period (i.e., 12
months for the first period and quarterly thereafter), the fee for such part of
the period shall be prorated according to the proportion which such period bears
to the full period, using in the case of any quarterly fee period, the average
daily net asset value of shares during the quarter. If during the first 12
months shares owned of record or beneficially by your customers are partially
redeemed, you shall within 30 days repay to the Advisor the fee paid to you
hereunder relating to such shares, prorated according to the proportion which
the remaining portion of the 12 month period bears to the full period.
-8-
CRAFund Advisors, Inc.
(the "Advisor")
0000 Xxxx Xxxxxx
Xxxxx 000
Xxxxxx, XX 00000
AMENDED and RESTATED AGREEMENT
Ladies and Gentlemen:
Advisor, Citco Mutual Fund Distributors, Inc. (the "Distributor") and you
wish to amend and restate in its entirety the agreement between the Advisor and
you entered into on ______________ (the "Prior Agreement") concerning the
provision of certain services relating to The Community Reinvestment Act
Qualified Investment Fund (the "Trust").
The terms and conditions of this amended and restated agreement (the
"Amended and Restated 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) responding to routine customer
inquiries relating to services performed by you; (ii) 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; (iii) forwarding to customers
proxy statements and proxies containing any proposals regarding this Amended and
Restated Agreement or the Distribution Plan related hereto; (iv) aggregating and
processing purchase, exchange, and redemption requests from customers and
placing net purchase, exchange, and redemption orders for your customers; and
(v) assisting customers in changing dividend or distribution options, account
designations and addresses.
Section 2. Neither you nor any of your officers, employees or agents are
authorized to make any representations concerning the Trust or its Shares,
Advisor or Distributor except those contained in the Trust's then current
prospectus for the Trust's Shares, copies of which will be supplied by the
Distributor, to you, or in such supplemental literature or advertising as may be
authorized by the Trust in writing.
Section 3. For all purposes of this Amended and Restated Agreement you
will be deemed to be an independent contractor, and will have no authority to
act as agent for the Advisor, the Trust or the Distributor in any matter or in
any respect. You will not engage in activities pursuant to this Amended and
Restated 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 Amended and Restated Agreement, you agree to and do
release, indemnify and hold the Advisor, the Trust, the Distributor, their
affiliates and each of their officers, directors and employees 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 Advisor or its designees concerning the performance of
your responsibilities under this Amended and Restated Agreement.
Section 4. In consideration for the services and facilities provided by
you hereunder, the Advisor 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
net asset value of the Trust's Shares owned of record or beneficially by your
customers from time to time for which you provide services hereunder. The fee
rate may be prospectively increased or decreased by the Advisor, in its sole
discretion, at any time upon notice to you. You and the Advisor expressly
acknowledge and agree that the Trust shall not be held liable for any fee
payable to you hereunder. 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) and the Advisor shall have no
liability to you for such suspension or withdrawal.
Section 5. We may enter into other similar agreements with any other
person or persons without your consent.
Section 6. By your written acceptance of this Amended and Restated
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 Amended and Restated Agreement, will
be fully disclosed to your customers if required by applicable law, 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 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) 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. 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 7. The prices at which the Shares may be offered by you to your
customers are the public offering prices described in the Trust's then-current
prospectus.
-2-
Section 8. By accepting this offer, you agree:
(a) that you will offer and sell the Shares only to those persons
who are eligible to purchase such Shares;
(b) that you will offer the Shares only in those jurisdictions in
which the Shares may lawfully be offered for sale, as to which we may advise
you, from time to time;
(c) that you will purchase Shares only from the Distributor or from
your customers;
(d) that you will not purchase any Shares from your customers at a
price lower than the then redemption price established by the Trust for the
Shares.
Section 9. This Amended and Restated Agreement will become effective on
the date a fully executed copy of this Amended and Restated Agreement is
received by the Advisor and the Distributor. This Amended and Restated Agreement
may be terminated at any time, without the payment of any penalty by the Advisor
on notice to you. This Amended and Restated 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
Advisor will be duly given if mailed, telegraphed, telexed or transmitted by
similar telecommunications device to the appropriate address shown in this
Amended and Restated Agreement.
Section 11. This Amended and Restated Agreement will be construed in
accordance with the laws of the State of Delaware and is non-assignable by the
parties hereto.
Section 12. You hereby agree that you will fully comply with all
applicable anti-money laundering laws and regulations as now or hereafter in
effect.
Section 13. This Amended and Restated Agreement (including appendices or
other attachments hereto) constitutes the entire agreement among the parties as
to the subject matter hereof and supersedes any and all agreements,
representations, warranties, written or oral, regarding such subject matter made
prior to the time at which the Amended and Restated Agreement has been executed
by the parties.
-3-
If you agree to be legally bound by the provisions of this Amended and
Restated Agreement, please sign a copy of this letter where indicated below and
promptly return it to CRAFund Advisors, Inc., 0000 Xxxx Xxxxxx, Xxxxx 000,
Xxxxxx, XX 00000.
Very truly yours,
CRAFund Advisors, Inc.
By:
---------------------------------
(name) (title)
Date:
Citco Mutual Fund Distributors, Inc.
By:
---------------------------------
(name) (title)
Date:
Accepted and Agreed to:
----------------------------------
By:
-------------------------------
Authorized Officer, Title
Date:
----------------------------------
Taxpayer Identification Number
-4-
APPENDIX A
[FEE SCHEDULE WILL BE REVISED ON A CASE BY CASE BASIS.]
NAME OF FUND FEE
------------ ---
The Community Reinvestment Act for the first 12
Qualified Investment Fund months from the
date of purchase
of shares: Annual rate of .15% of the
net asset value of shares
owned of record or
beneficially by your
customers for which you
provide services under the
Amended and Restated
Agreement, which fee shall
be computed based on the
net asset value of the
shares on the date the
shares are purchased and
shall be paid within 30
days of the date the shares
are purchased.
after the first 12
months from the
date of purchase of
shares: Annual rate of
.10% of the average daily
net asset value of shares
owned of record or
beneficially by your
customers for which you
provide services under the
Amended and Restated
Agreement, which fee shall
be computed daily and
payable quarterly within 5
business days after the end
of the quarter.
if net asset value
of shares owned of
record or
beneficially by
your customers for
which you provide
services under the
Agreement exceed
$50 million: Annual rate of .20% of the
average daily net asset
value of shares owned of
record or beneficially by
your customers for which
you provide services under
the Amended and Restated
Agreement, retroactive to
the first purchase of
shares owned of record or
beneficially by your
customers for which you
provide services (but
reduced by any fee
previously paid), which
fee shall be computed
daily and payable
quarterly within 5
business days after the
end of the quarter.
Upon full redemption of the shares before the end of any fee period (i.e., 12
months for the first period and quarterly thereafter), the fee for such part of
the period shall be prorated according to the proportion which such period bears
to the full period, using in the case of any quarterly fee period, the average
daily net asset value of shares during the quarter. If during the first 12
months shares owned of record or beneficially by your customers are partially
redeemed, you shall within 30 days repay to the Advisor the fee paid to you
hereunder relating to such shares, prorated according to the proportion which
the remaining portion of the 12 month period bears to the full period.
