THE COMMUNITY REINVESTMENT ACT QUALIFIED INVESTMENT FUND Special Administrative Services Agreement
Exhibit
(h)(7)
THE
COMMUNITY REINVESTMENT ACT
QUALIFIED
INVESTMENT FUND
This
Agreement is made as of this ____ day of __________, 2007 between THE COMMUNITY
REINVESTMENT ACT QUALIFIED INVESTMENT FUND, a Delaware business trust (the
“Fund”), and CRAFUND ADVISORS, INC., a Delaware corporation (the
“Manager”).
WHEREAS,
the Fund is an open-end management investment company and is so registered
under
the Investment Company Act of 1940 (the “1940 Act”); and
WHEREAS,
the Fund desires to retain the Manager to provide special administrative
services for the benefit of the Fund’s class of shares known as “CRA Shares,”
and the Manager is willing to render such services;
NOW,
THEREFORE, in consideration of the premises and mutual covenants set forth
herein, the parties hereto agree as follow:
I. SPECIAL
ADMINISTRATIVE SERVICES
1. Appointment.
The
Fund hereby appoints the Manager to provide the services described herein for
CRA Shares of the Fund on the terms and for the period set forth in this
Agreement, and the Manager hereby accepts such appointment and agrees to perform
such services for the compensation provided in this Section I.
2. Services.
Subject
to the supervision and control of the Fund’s Board of Trustees, the Manager will
provide the following services on behalf of shareholders who have invested
in
the Fund’s CRA Shares for regulatory purposes, i.e. to xxxxxx positive
consideration under the Community Reinvestment Act of 1977 (“CRA”) (“CRA
Shareholders”):
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(i)
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providing
supporting documentation of qualified investments to allocated
shareholders;
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(ii)
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monitoring
the CRA examination schedules of allocated
shareholders;
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(iii)
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on-going
analysis of CRA guidelines and any amendments thereto;
and
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(iv)
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providing
CRA examination support as needed.
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In
providing services hereunder, the Manager will act in conformity with the Fund’s
Agreement and Declaration of Trust, Bylaws and CRA Shares Prospectus and with
the instructions and directions of the Board of Trustees of the Trust, and
will
conform to and comply with the requirements of the 1940 Act and all other
applicable federal and state laws and regulations.
3. Subcontractors.
It is
understood that the Manager may from time to time employ or associate with
itself such person or persons as it may believe to be particularly fitted to
assist in the performance of this Agreement; provided, however, that the
compensation of such person or persons shall be paid by the Manager and the
Manager shall be as fully responsible to the Fund for the acts and omissions
of
any subcontractor as it is for its own acts and omissions.
4. Expenses
Assumed Under this Agreement.
The
Manager shall pay all expenses incurred by it in performing its services and
duties hereunder.
5. Compensation.
For the
services provided and the expenses assumed pursuant to this Section I, the
Fund
will pay the Manager a fee, computed daily and payable monthly, at the annual
rate of 0.10% of the average net asset value of the CRA Shares of the Fund
that
are outstanding from time to time attributable to CRA Shareholders.
II.
CONFIDENTIALITY
The
Manager will treat confidentially and as proprietary information of the Fund
all
records and other information relative to the Fund and prior or present
shareholders, and will not use such records and information for any purpose
other than performance of its responsibilities and duties hereunder or under
any
other agreement with the Fund, except after prior notification to and approval
in writing by the Fund, which approval shall not be unreasonably withheld and
may not be withheld where the Manager may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the Fund.
III.
LIMITATIONS
OF LIABILITY
The
Manager shall not be liable for any error of judgment or mistake of law or
for
any loss suffered by the Fund in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad faith
or negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement.
IV.
DURATION
AND TERMINATION
This
Agreement shall become effective on the date the public offering of
Institutional Shares or Retail Shares of the Fund commences, whichever such
date
is earlier, provided that the Agreement has been approved by a majority of
the
Board of Trustees, including a majority of those trustees who are not
“interested persons” of the Fund and who have no direct or indirect financial
interest in the operation of this Agreement (the “Disinterested Trustees”).
Unless sooner terminated as provided herein, this Agreement shall continue
until
October 25, 2008. Thereafter, if not terminated, this Agreement shall continue
automatically for successive terms of one year, provided that such continuance
is specifically approved at least annually (a) by a vote of a majority of the
Disinterested Trustees and (b) by the Board of Trustees of the Fund;
provided,
however,
that
this Agreement may be terminated by the Fund at any time, without the payment
of
any penalty, by vote of a majority of the Disinterested Trustees or by the
Manager at any time, without the payment of any penalty, on 60 days’ written
notice to the other party to the Agreement. This Agreement will automatically
and immediately terminate in the event of its “assignment.” (As used in this
Agreement, the terms “interested person” and “assignment” shall have the same
meaning as such terms have in the 1940 Act.)
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V.
AMENDMENT
OF THIS AGREEMENT
No
provision of this Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party against which
an enforcement of the change, waiver, discharge or termination is sought;
provided that any material amendment of the terms of this Agreement (including
any amendment to increase the compensation payable under Section I hereof)
shall
become effective only upon approval by a majority of the Fund’s Board of
Trustees, including a majority of the Disinterested Trustees.
VI.
NOTICES
Notices
of any kind to be given to the Fund hereunder by the Manager shall be in writing
and shall be duly given if mail or delivered to the Fund at 0000 Xxxx Xxxxxx,
Xxxxx 000, Xxxxxx, Xxxxxxx 00000, Attention: Xxxxx X. Xxxxxx, or at such other
address or to such individual as shall be so specified by the Fund to the
Manager. Notices of any kind to be given to the Manager hereunder by the Fund
shall be in writing and shall be duly given if mailed or delivered to the
Manager at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxx 00000, Attention: Xxxx
X. Xxxxx, or at such other address or to such individual as shall be so
specified by the Manager to the Fund.
VII.
MISCELLANEOUS
1. Board
Reports.
The
Manager shall provide the Board of Trustees of the Fund, at least quarterly,
with a written report of all amounts expended pursuant to this Agreement and
the
purpose for which the amounts were expended.
2. Construction.
The
captions in this Agreement are included for convenience of reference only and
in
no way define or delimit any of the provisions hereof or otherwise affect their
construction or effect. If any provision of this Agreement shall be held or
made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. Subject to the provisions of Section
IV
hereof, this Agreement shall be binding upon and shall inure to the benefit
of
the parties hereto and their respective successors and shall be governed by
Delaware law; provided, however, that nothing herein shall be construed in
a
manner inconsistent with the 1940 Act or any rule or regulation of the
Securities and Exchange Commission thereunder.
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IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
by their officers designated below as of the day and year first above
written.
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THE
COMMUNITY REINVESTMENT ACT
QUALIFIED
INVESTMENT FUND
By:
____________________________
Name:__________________________
Title:
___________________________
CRAFUND
ADVISORS, INC.
By:
____________________________
Name:__________________________
Title:
___________________________
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