DISTRIBUTION AGREEMENT
Exhibit
(e)
THIS
AGREEMENT is made as of this 22nd day of December, 2006 between The Community
Reinvestment Act Qualified Investment Fund (the “Trust”),
a
Delaware business trust and SEI Investments Distribution Co. (the “Distributor”),
a
Pennsylvania corporation.
WHEREAS,
the Trust is registered as an investment company with the Securities and
Exchange Commission (the “SEC”)
under
the Investment Company Act of 1940, as amended (the “1940
Act”),
and
its shares are registered with the SEC under the Securities Act of 1933, as
amended (the “1933
Act”);
and
WHEREAS,
the Distributor is registered as a broker-dealer with the SEC under the
Securities Exchange Act of 1934, as amended;
NOW,
THEREFORE, in consideration of the mutual covenants hereinafter contained,
intending to be legally bound, the Trust and Distributor hereby agree as
follows:
ARTICLE
1. Sale
of Shares; Services.
The
Trust hereby appoints the Distributor as its agent to sell units (the
“Shares”)
of the
portfolios (the “Portfolios”)
of the
Trust at the net asset value per Share, plus any applicable sales charges in
accordance with the current prospectuses, as agent and on behalf of the Trust,
during the term of this Agreement and subject to the registration requirements
of the 1933 Act, the rules and regulations of the SEC and the laws governing
the
sale of securities in the various states (“Blue
Sky Laws”).
Without limiting the foregoing, the Distributor shall perform or supervise
the
performance by others of the distribution and marketing services set forth
in
Schedule
A,
attached hereto and incorporated herein. Notwithstanding the foregoing, (i)
the
Trust reserves the right to issue or sell Shares of any Portfolio directly
to
the public at any time and (ii) the Trust may terminate, suspend or withdraw
the
offering of Shares of any Portfolio whenever, in its sole discretion, it deems
such action to be desirable.
ARTICLE
2. Solicitation
of Sales.
In
consideration of these rights granted to the Distributor, the Distributor agrees
to use all reasonable efforts in connection with the distribution of Shares
of
the Trust; provided, however, that the Distributor shall not be prevented from
entering into like arrangements with other issuers. The provisions of this
paragraph do not obligate the Distributor to register as a broker or dealer
under the Blue Sky Laws of any jurisdiction when it determines it would be
uneconomical for it to do so or to maintain its registration in any jurisdiction
in which it is now registered or obligate the Distributor to sell any particular
number of Shares.
ARTICLE
3. Authorized
Representations.
The
Distributor is not authorized by the Trust to give any information or to make
any representations other than those contained in the current Registration
Statement and prospectuses of the Trust filed with the SEC or contained in
Shareholder reports or other material that may be prepared by or on behalf
of
the Trust for the Distributor’s use. The Distributor may prepare and distribute
sales literature and other material as it may deem appropriate, provided that
such literature and materials have been prepared in accordance with applicable
rules and regulations.
ARTICLE
4. Registration
of Shares.
The
Trust agrees that it will take all action necessary to register Shares under
the
federal and state securities laws so that there will be available for sale
the
number of Shares the Distributor may reasonably be expected to sell and to
pay
all fees associated with said registration. The Trust shall make available
to
the Distributor such number of copies of its currently effective prospectuses
and statements of additional information as the Distributor may reasonably
request. The Trust shall furnish to the Distributor copies of all information,
financial statements and other papers which the Distributor may reasonably
request for use in connection with the distribution of Shares of the
Trust.
ARTICLE
5. Compensation.
As
compensation for providing the services under this Agreement:
(a) The
Distributor shall receive from the Trust:
(1) all
distribution and service fees, as applicable, at the rate and under the terms
and conditions set forth in each distribution and/or shareholder services plan
applicable to the appropriate class of shares of each Portfolio, as such plans
may be amended from time to time, and subject to any further limitations on
such
fees as the Board of Trustees of the Trust may impose;
(2) all
front-end sales charges, if any, on purchases of Shares of each Portfolio sold
subject to such charges as described in the Trust’s Registration Statement and
current prospectuses, as amended from time to time. The Distributor, or brokers,
dealers and other financial institutions and intermediaries that have entered
into sub-distribution agreements with the Distributor, may collect the gross
proceeds derived from the sale of such Shares, remit the net asset value thereof
to the Trust upon receipt of the proceeds and retain the applicable sales
charge; and
(3) all
contingent deferred sales charges applied on redemptions of Shares subject
to
such charges on the terms and subject to such waivers as are described in the
Trust’s Registration Statement and current prospectuses, as amended from time to
time, or as otherwise required pursuant to applicable law.
(b) The
Distributor may re-allow any or all of the distribution or service fees,
front-end sales charges and contingent deferred sales charges which it is paid
by the Trust to such brokers, dealers and other financial institutions and
intermediaries as the Distributor may from time to time determine.
ARTICLE
6. Indemnification
of Distributor.
The
Trust agrees to indemnify and hold harmless the Distributor and each of its
directors, employees, affiliates and officers and each person, if any, who
controls the Distributor within the meaning of Section 15 of the 1933 Act
against any loss, liability, claim, damages or expense (including the reasonable
cost of investigating or defending any alleged loss, liability, claim, damages,
or expense and reasonable counsel fees and disbursements incurred in connection
therewith), based upon the ground that the Registration Statement, prospectus,
Shareholder reports or other information made available to Distributor or filed
or made public by the Trust (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact required to
be
stated or necessary in order to make the statements made not misleading.
However, the Trust does not agree to indemnify the Distributor or hold it
harmless to the extent that any such statements or omissions were made in
reliance upon, and in conformity with, information furnished to the Trust by
or
on behalf of the Distributor.
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In
no
case is the indemnity of the Trust to be deemed to protect the Distributor
against any liability to the Trust or its Shareholders to which the Distributor
or such person otherwise would be subject by reason of willful misfeasance,
bad
faith or gross negligence in the performance of its duties or by reason of
its
reckless disregard of its obligations and duties under this
Agreement.
The
indemnification rights hereunder shall include (to the extent permitted by
the
1933 Act and the 0000 Xxx) 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 Distributor harmless, the Distributor
shall promptly advise the Trust of the pertinent facts concerning the situation
in question, and the Distributor 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.
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 Distributor, 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 Distributor 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 Distributor for the fees and expenses
of any counsel retained by the Distributor.
The
provisions of this Article 6 shall survive the termination of this
Agreement.
ARTICLE
7. Indemnification
of the Trust.
The
Distributor agrees to indemnify and hold harmless the Trust and each of its
Trustees and officers and each person, if any, who controls the Trust within
the
meaning of Section 15 of the 1933 Act, against any loss, liability, damages,
claim or expense (including the reasonable cost of investigating or defending
any alleged loss, liability, damages, claim or expense and reasonable counsel
fees and disbursements incurred in connection therewith) arising by reason
of
any person acquiring any Shares, based upon the ground that the registration
statement, prospectus, Shareholder reports or other information made available
to Distributor or filed or made public by the Trust (as from time to time
amended) included an untrue statement of a material fact or omitted to state
a
material fact required to be stated or necessary in order to make the statements
made not misleading to the extent that any such statements or omissions were
made in reliance upon, and in conformity with, information furnished to the
Trust by or on behalf of the Distributor.
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In
no
case is the indemnity of the Distributor in favor of the Trust or any other
person indemnified to be deemed to protect the Trust or any other person against
any liability to which the Trust or such other person would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.
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 Distributor is asked to indemnify or hold the Trust
harmless, the Trust shall promptly advise the Distributor of the pertinent
facts
concerning the situation in question, and the Trust will use all reasonable
care
to identify and notify the Distributor 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.
The
Distributor 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 Distributor elects to assume the defense
of
any such claim, the defense shall be conducted by counsel chosen by the
Distributor and satisfactory to the Trust, whose approval shall not be
unreasonably withheld. In the event that the Distributor elects to assume the
defense of any suit and retain counsel, the Trust shall bear the fees and
expenses of any additional counsel retained by it. If the Distributor does
not
elect to assume the defense of a suit, it will reimburse the Trust for the
fees
and expenses of any counsel retained by the Trust.
The
provisions of this Article 7 shall survive the termination of this
Agreement.
ARTICLE
8. Consequential
Damages.
In no
event and under no circumstances shall either party to this Agreement be liable
to anyone, including, without limitation, the other party, for consequential,
special or indirect damages (including, without limitation, lost profits,
diminution in business reputation) for any act or failure to act under any
provision of this Agreement.
ARTICLE
9. Effective
Date.
This
Agreement shall be effective upon its execution, and, unless terminated as
provided, shall continue in force for two year(s) from the effective date and
thereafter from year to year, provided that such annual continuance is approved
by (i) either the vote of a majority of the Trustees of the Trust, or the vote
of a majority of the outstanding voting securities of the Trust, and (ii) the
vote of a majority of those Trustees of the Trust who are not parties to this
Agreement or the Trust’s distribution plan or interested persons of any such
party (“Qualified
Trustees”),
cast
in person at a meeting called for the purpose of voting on the approval. This
Agreement shall automatically terminate in the event of its assignment. As
used
in this paragraph the terms “vote of a majority of the outstanding voting
securities,” “assignment” and “interested person” shall have the respective
meanings specified in the 1940 Act. In addition, this Agreement may at any
time
be terminated without penalty by the Distributor, by a vote of a majority of
Qualified Trustees or by vote of a majority of the outstanding voting securities
of the Trust upon not less than sixty days prior written notice to the other
party.
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ARTICLE
10. Notices.
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 Distributor shall be sent to the attention
of:
General Counsel, SEI Investments Distribution Company, Xxx Xxxxxxx Xxxxxx Xxxxx,
Xxxx, Xxxxxxxxxxxx 00000. Notices to the Trust shall be sent to the attention
of
President, The Community Reinvestment Act Qualified Investment Fund, 0000 Xxxx
Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxx 00000.
ARTICLE
11. Limitation
of Liability.
A copy
of the Declaration of Trust of the Trust is on file with the Secretary of State
of the State of Delaware, and notice is hereby given that this Agreement is
executed on behalf of the Trustees of the Trust as Trustees and not individually
and that the obligations of this instrument are not binding upon any of the
Trustees, officers or shareholders of the Trust individually but binding only
upon the assets and property of the Trust.
ARTICLE
12. 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.
ARTICLE
13. Entire
Agreement; Amendments.
This
Agreement, including Schedule A hereto, 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.
ARTICLE
14. 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 latter
shall control.
ARTICLE
15. 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.
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ARTICLE
16. 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.
ARTICLE
17. 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.
ARTICLE
18. 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.
IN
WITNESS WHEREOF,
the
Trust and Distributor have each duly executed this Agreement, as of the day
and
year above written.
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THE
COMMUNITY REINVESTMENT ACT
QUALIFIED
INVESTMENT FUND
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SEI
INVESTMENTS DISTRIBUTION CO.
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By:/s/
Xxxxx X. Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title:
President
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By:/s/
Xxxx Xxxxx
Name:
Xxxx Xxxxx
Title:
Secretary
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SCHEDULE
A
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Review
and approve fund marketing materials to ensure compliance with SEC
&
NASD advertising rules
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Conduct
NASD filing of materials
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Respond
to NASD comments on marketing
materials
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Review
and file Internet sites according to NASD
policies
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Provide
the Trust with copy of the Distributor’s SEC & NASD Marketing
Materials Guidebook
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Coordinate
and execute sub-distribution agreements with broker/dealers on behalf
of
the Trust
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Coordinate
and execute operational agreements (networking agreements, NSCC redemption
agreements, etc.)
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