SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement |_| Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE COMMUNITY REINVESTMENT ACT QUALIFIED INVESTMENT FUND
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
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|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[PRELIMINARY COPY]
THE COMMUNITY REINVESTMENT
ACT QUALIFIED INVESTMENT FUND
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
September __, 2000
To the Shareholders of
The Community Reinvestment Act Qualified Investment Fund (the "Trust")
A Special Meeting of Shareholders of the Trust will be held on October 2,
2000, at 10:00 a.m. Eastern Time, at the offices of Declaration Service Company,
555 North Lane, Suite 6160, Conshohocken, PA 19428, for the purpose of
considering and voting upon:
(1) A proposal to approve a sub-advisory agreement between CRAFund
Advisors, Inc. ("CRAFund Advisors") and UBAN Associates, Inc. ("UBAN") with
respect to the Trust's investment portfolio (the "Fund"); and
(2) The transaction of such other business as may properly come before
the meeting or any adjournment thereof.
The proposal referred to above is discussed in the Proxy Statement attached
to this Notice. Each shareholder is invited to attend the Special Meeting of
Shareholders in person. Shareholders of record of the Fund at the close of
business on August 8, 2000 have the right to vote at the meeting. If you cannot
be present at the meeting, we urge you to fill in, sign and promptly return the
enclosed proxy in order that the meeting can be held and a maximum number of
shares may be voted.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT SHAREHOLDERS VOTE TO
APPROVE THE PROPOSED SUB-ADVISORY AGREEMENT BETWEEN CRAFUND ADVISORS AND UBAN.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE URGED TO
SIGN AND RETURN WITHOUT DELAY THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES, SO THAT THEIR SHARES
MAY BE REPRESENTED AT THE SPECIAL MEETING.
PROXIES MAY BE REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED BY THE
SUBSEQUENT EXECUTION AND SUBMISSION OF A REVISED PROXY, BY GIVING WRITTEN NOTICE
OF REVOCATION TO THE TRUST AT ANY TIME BEFORE THE PROXY IS EXERCISED OR BY
VOTING IN PERSON AT THE SPECIAL MEETING.
MICHAEL P. MALLOY
Secretary
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[PRELIMINARY COPY]
THE COMMUNITY REINVESTMENT
ACT QUALIFIED INVESTMENT FUND
555 NORTH LANE
SUITE 6160
CONSHOHOCKEN, PA 19428
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of The Community Reinvestment Act Qualified
Investment Fund (the "Trust") for use at a Special Meeting of Shareholders of
the Trust's investment portfolio (the "Fund") to be held at the offices of the
Trust's administrator, Declaration Service Company, 555 North Lane, Suite 6160,
Conshohocken, PA 19428, on October 2, 2000, at 10:00 a.m. Eastern Time (such
meeting and any adjournments thereof referred to as the "Meeting").
It is expected that the solicitation of proxies will be primarily by mail.
The Trust's officers and service contractors may also solicit proxies by
telephone, facsimile or personal interview. The cost of the solicitation will be
borne by CRA Fund Advisors, Inc. This Proxy Statement and the enclosed Proxy are
expected to be distributed to shareholders on or about September __, 2000.
A proxy is enclosed with respect to the shares you own in the Trust. If the
proxy is executed properly and returned, the shares represented by it will be
voted at the Meeting in accordance with the instructions thereon. Each full
share is entitled to one vote and each fractional share to a proportionate
fractional vote. If you do not expect to be present at the Meeting and wish your
shares to be voted, please complete the enclosed proxy and mail it in the
enclosed reply envelope.
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PROPOSAL
CRAFund Advisors, Inc. ("CRAFund Advisors"), located at 1751 West Cypress
Creek Road, Fort Lauderdale Florida 33309, is the investment adviser for the
Fund and recommends that the Fund' shareholders appoint UBAN Associates, Inc.
("UBAN") as the Fund's sub-adviser.
At a regular meeting of the Board of Trustees of the Trust held on March
29, 2000, CRAFund Advisors recommended that UBAN be appointed as sub-adviser to
the Fund. At that meeting, a proposed sub-advisory agreement (the "Sub-Advisory
Agreement") between CRAFund Advisors and UBAN was approved by a majority of the
members of the Board of Trustees, as well as by a majority of those members of
the Board of Trustees who are not "interested persons" (as that term is defined
in the Investment Company Act of 1940, as amended (the "1940 Act")) of any party
to the Sub-Advisory Agreement.
DESCRIPTION OF THE SUB-ADVISORY AGREEMENT
TERMS AND FEES. As investment adviser, CRAFund Advisors has agreed, subject
to the general supervision of the Trust's Board of Trustees and in accordance
with the Fund's investment objective and policies, either directly or through a
sub-adviser, to manage the Fund's assets, and to provide investment research and
to be responsible for, make decisions with respect to and place orders for all
purchases and sales of portfolio securities.
The Sub-Advisory Agreement provides that, subject to the supervision of the
Trust's Board of Trustees, UBAN will assist CRAFund Advisors in providing a
continuous investment program for the Fund, including research and management
with respect to all securities, investments and cash equivalents. Pursuant to
the Sub-Advisory Agreement, UBAN: (i) will determine from time to time in
consultation with CRAFund Advisors what securities and other investments will be
purchased, retained or sold for the Fund; (ii) will attend regular business and
investment-related meetings with the Trust's Board of Trustees and CRAFund
Advisors if requested to do so by the Trust and/or CRAFund Advisors; and (iii)
will supply the Trust and its Board of Trustees with reports and statistical
data as requested and provide in advance to CRAFund Advisors all reports to the
Board of Trustees for examination and review within a reasonable time prior to
the Trust's Board meetings.
The current investment advisory agreement ("Investment Management
Agreement") between CRAFund Advisors and the Trust was approved by the Fund's
sole shareholder on June 1, 1999 and was approved by the Board of Trustees on
June 1, 1999. The Investment Management Agreement provides that the maximum
annual advisory fee rate payable by the Fund to CRAFund Advisors is .50% of the
Fund's average annual net assets Under the Sub-Advisory Agreement, CRAFund
Advisors will make quarterly payments of $10,000 to UBAN. The sub-advisory fee
payable by CRAFund Advisors to UBAN under the Sub-Advisory Agreement is the
responsibility of CRAFund Advisors and does not represent an additional charge
to the Fund.
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The gross investment fee with respect to the Fund for the fiscal year ended
May 31, 2000 was $17,278, all of which was waived by CRAFund Advisors. This fee
waiver is voluntary and may be terminated at any time.
The Sub-Advisory Agreement provides that UBAN will pay all expenses
incurred by it in connection with its activities under the Sub-Advisory
Agreement other than the cost of securities (including brokerage commissions and
other transaction charges, if any) purchased for the Fund. The Sub-Advisory
Agreement provides that UBAN shall not be liable for any action taken by it in
the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of its duties under the Sub-Advisory Agreement.
If approved by the shareholders, the Sub-Advisory Agreement will become
effective on October 2, 2000 and, unless terminated, will continue in effect
until August 31, 2002. Thereafter, if not terminated, the Sub-Advisory Agreement
shall continue in effect for successive annual periods; provided such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Trust's Board of Trustees who are not
interested persons of any party to the Sub-Advisory Agreement, cast in person at
a meeting called for the purpose of voting on such approval, and (b) by the
Trust's Board of Trustees or by vote of a majority of the outstanding voting
securities of the Fund.
The Sub-Advisory Agreement provides that it will terminate automatically in
the event of its "assignment" (as that term is defined in the 1940 Act). The
Sub-Advisory Agreement also provides that it is terminable without penalty, by
the Fund (by vote of the Board of Trustees of the Trust or by vote of a majority
of the outstanding shares of the Fund) or by CRAFund Advisors or UBAN on sixty
days' written notice.
EVALUATION BY THE TRUST'S BOARD OF TRUSTEES. At a meeting held on March 29,
2000, the Sub-Advisory Agreement was approved by a majority of the members of
the Trust's Board of Trustees, including a majority of those members of the
Board of Trustees who are not "interested persons" (as that term is defined in
the 1940 Act) of any party to the Sub-Advisory Agreement.
In considering whether to approve the Sub-Advisory Agreement and to submit
the Sub-Advisory Agreement to shareholders of the Fund for their approval, the
Board of Trustees considered the following factors: (1) UBAN's management style,
qualifications and experience and (2) the terms of the Sub-Advisory Agreement,
including the fact that the sub-advisory fee rate payable to UBAN will not be
payable with Fund assets. Based on its evaluation, the Board of Trustees
concluded that approval of the Sub-Advisory Agreement was in the best interests
of the Fund and its shareholders.
VOTING PROCEDURES. The approval of the Sub-Advisory Agreement requires the
affirmative vote of the holders of a "majority of the outstanding shares" of the
Fund (as defined by the 1940 Act), which means the lesser of (i) the holders of
67% or more of the shares of the Fund present at the Meeting if the holders of
more than 50% of the outstanding shares of the Fund are present in person or by
proxy or (ii) more than 50% of the outstanding shares of the Fund.
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If the Sub-Advisory Agreement is approved by shareholders at the Meeting,
UBAN will serve as the Fund's sub-adviser under the proposed Sub-Advisory
Agreement (see Exhibit A) and CRAFund Advisors will continue to serve as the
Fund's adviser. If the Sub-Advisory Agreement is not approved by the
shareholders of the Fund, CRAFund Advisors will consider other alternatives,
including the possible recommendation of another sub-adviser.
THE TRUST'S BOARD OF TRUSTEES RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" THE SUB-ADVISORY AGREEMENT
VOTING INFORMATION
RECORD DATE. Only shareholders of record of the Fund at the close of
business on August 8, 2000 will be entitled to vote at the Meeting. On that
date, there were 1,148,941 shares of common stock, representing interests in the
Fund, outstanding and entitled to be voted at the Meeting.
SHAREHOLDER INFORMATION. At the record date, the name, address and share
ownership of each person who may have possessed sole or shared voting or
investment powers with respect to more than 5% of the outstanding shares of the
Fund were as follows:
Name and Address Amount of Shares Owned Percentage of Fund Owned
---------------- ---------------------- ------------------------
Monroe Bank & Trust 100,000 8.70%
102 East Front Street
Monroe, MI 48161
Green Point Bank 295,834 25.75%
90 Park Avenue, 4th Floor
New York, NY 10016
Central National Bank 92,954 8.09%
24 Church Street
Canajoharie, NY 13317
Advanta Corp 101,420 8.83%
Welsh & McKean Road
P. O. Box 844
Spring House, PA 19477-0844
San Diego National Bank 211,594 18.42%
1420 Kettner Boulevard
San Diego, CA 92101
First North American 101,112 8.80%
9960 Mayland Drive
Richmond, VA 23233
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Name and Address Amount of Shares Owned Percentage of Fund Owned
---------------- ---------------------- ------------------------
Aliant Bank 74,740 6.51%
200 Aliant Parkway
Alexander City, AL 35010
As of the record date, the Trustees and officers of the Trust as a group,
owned less than 1% of the outstanding shares of the Fund.
QUORUM. A quorum is constituted with respect to the Fund by the presence in
person or by proxy of the holders of more than one-third of the outstanding
shares of the Fund entitled to vote at the Meeting. For purposes of determining
the presence of a quorum for transacting business at the Meeting, abstentions
and broker "non-votes" (that is, proxies from brokers or nominees indicating
that such persons have not received instructions from the beneficial owners or
other persons entitled to vote shares on a particular matter with respect to
which the brokers or nominees do not have discretionary power), will be treated
as shares that are present at the Meeting but which have not been voted.
Abstentions and broker "non-votes" will have the effect of a "no" vote for
purposes of obtaining the requisite approval of the Sub-Advisory Agreement.
In the event that a quorum is not present at the Meeting, or in the event
that a quorum is present at the Meeting but sufficient votes to approve the
proposal are not received, the persons named as proxies, or their substitutes,
may propose one or more adjournments of the Meeting to permit the further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of those shares affected by the adjournment that are represented
at the Meeting in person or by proxy.
ADDITIONAL INFORMATION
UBAN. UBAN, a Pennsylvania corporation, is registered with the Securities
and Exchange Commission as an investment adviser under the Investment Advisers
Act of 1940, as amended. As of July 31, 2000, UBAN had approximately $1 billion
in assets under management.
UBAN is a wholly-owned subsidiary of USBANCORP, Inc. ("USBANCORP"), a
Pennsylvania corporation.
The principal office of UBAN is located at 110 Regent Court, Suite 104,
State College, Pennsylvania 16801-7966. The principal office of USBANCORP is
Main & Franklin Streets, P.O Box 430, Johnstown, PA 15907-0430.
The names, addresses and principal occupation of the principal executive
officers and each director of UBAN as of July 31, 2000 were as follows:
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Name Position with UBAN Principal Occupation
---- ------------------ --------------------
Ray M. Fisher Chief Executive Vice President and Chief
Officer and Director Investment. Officer of USBANCORP
Orlando B. Hanselman Chairman and Director Chairman, President and CEO of
USBANCORP
Wendy L. Rager Vice President Chief Operating Officer of UBAN
Associates
Jeffrey A. Stopko Executive Vice Chief Financial Officer of
President and USBANCORP
Director
The address of Messrs. Fisher, Hanselman and Stopko and Ms. Rager is 216
Franklin Street, Johnstown, PA 15907.
No officer or Trustee of the Trust is an officer, trustee, employee or
shareholder of UBAN.
UBAN does not serve as adviser or subadviser to any other registered
investment company that has an investment objective similar to that of the Fund.
CRAFund Advisors paid UBAN a one time payment of $10,000 for UBAN's
assistance in the marketing and promotion of the Fund which was directed at
community banks and other potential investors. UBAN also offers asset liability
management services to the Fund's distributor, SunCoast Capital Group, Ltd.
("SunCoast"), and SunCoast's clients. The following trustees are affiliated
persons (as defined in the 1940 Act) of both the Trust and SunCoast: David A.
Zwick is Trustee and President of the Trust and Treasurer, Secretary, Director
and Shareholder of SunCoast and Todd J. Cohen is Trustee of the Trust and
President and Shareholder of SunCoast.
ADMINISTRATOR AND DISTRIBUTOR. Declaration Service Company, with principal
business offices at 555 North Lane, Suite 6160, Conshohocken, PA 19428, serves
as the Fund's administrator. SunCoast, with principal business offices at 1751
West Cypress Creek Road, Fort Lauderdale, FL 33309, serves as the Fund's
distributor.
PAYMENTS TO AFFILIATES. SunCoast is an affiliate of CRAFund Advisors. The
Trust has adopted a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act.
The Distribution Plan authorizes the Fund to pay SunCoast annual fees of up to
.25% of the average daily net assets of the Fund in consideration for
distribution and other services and the assumption of related expenses. For the
fiscal year ended May 31, 2000, the Trust reimbursed SunCoast $8,639 for
distribution costs incurred.
CRAFund Advisors may also execute portfolio transactions through SunCoast.
CRAFund Advisors will do so only if it believes that SunCoast will provide the
Trust with the best available price and execution.
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OTHER MATTERS
The Trust does not intend to hold Annual Meetings of Shareholders except to
the extent that such meetings may be required under the 1940 Act or state law.
Shareholders who wish to submit proposals for inclusion in the Proxy Statement
for a subsequent shareholder meeting should send their written proposals to the
Trust at its principal office within a reasonable time before such meeting.
No business other than the matter described above is expected to come
before the Meeting, but should any other matter requiring a vote of shareholders
arise, including any question as to an adjournment of the Meeting, the persons
named in the enclosed Proxy will vote thereon according to their best judgment
in the interests of the Fund.
Dated: September __, 2000
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO
HAVE THEIR SHARES VOTED ARE REQUESTED TO COMPLETE THE ENCLOSED PROXY AND RETURN
IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
THE TRUST WILL FURNISH, WITHOUT CHARGE, COPIES OF THE TRUST'S ANNUAL REPORT
TO SHAREHOLDERS TO ANY SHAREHOLDER UPON REQUEST. THE TRUST'S ANNUAL REPORT TO
SHAREHOLDERS MAY BE OBTAINED FROM THE TRUST BY WRITING TO THE TRUST C/O SUNCOAST
CAPITAL GROUP, LTD., 1751 WEST CYPRESS CREEK ROAD, FORT LAUDERDALE, FL 33309 OR
BY CALLING 1-800-733-5933.
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EXHIBIT A
SUB-ADVISORY AGREEMENT
AGREEMENT made as of ___________, 2000 between CRAFUND ADVISORS, INC., a
Delaware corporation (the "Adviser") and UBAN Associates, Inc., a ________
corporation (the "Sub-Adviser").
WHEREAS, the Community Reinvestment Act Qualified Investment Fund (the
"Trust") is registered as an open-end, management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Adviser has been appointed investment adviser to the Trust's
existing investment portfolio (the "Fund");
WHEREAS, the Adviser desires to retain the Sub-Adviser to assist it in the
provision of a continuous investment program for the Fund and the Sub-Adviser is
willing to do so; and
WHEREAS, the Board of Trustees of the Trust has approved this Agreement
subject to approval by the shareholders of the Fund, and the Sub-Adviser is
willing to furnish such services upon the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Adviser hereby appoints the Sub-Adviser to act as
sub-adviser to the Fund as permitted by the Adviser's Investment Management
Agreement with the Trust pertaining to the Fund. Intending to be legally bound,
the Sub-Adviser accepts such appointment and agrees to render the services
herein set forth for the compensation herein provided.
2. SUB-ADVISORY SERVICES. Subject to the supervision of the Trust's Board
of Trustees, the Sub-Adviser will assist the Adviser in providing a continuous
investment program for the Fund, including investment research and management
with respect to all securities and investments and cash equivalents in the Fund.
The Sub-Adviser will provide the services under this Agreement in accordance
with the Fund's investment objective, policies and restrictions as stated in the
Prospectus of the Fund and resolutions of the Trust's Board of Trustees adopted
from time to time;
Without limiting the generality of the foregoing, the Sub-Adviser
further agrees that it will perform the following services:
(i) Determine from time to time in consultation with the Adviser what
securities and other investments will be purchased, retained or sold for
the Fund;
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(ii) Attend regular business and investment-related meetings with the
Trust's Board of Trustees and the Adviser if requested to do so by the
Trust and/or the Adviser; and
(iii) Supply the Trust and its Board of Trustees with reports and
statistical data as requested and provide in advance to the Adviser all
reports to the Board of Trustees for examination and review within a
reasonable time prior to the Trust's Board meetings.
3. OTHER COVENANTS.
The Sub-Adviser further agrees that:
(i) It will maintain its registration under the Advisers Act, adopt a
Code of Ethics and provide reports with respect thereto to the Board of
Trustees of the Trust, and will conform with all applicable Rules and
Regulations of the Securities and Exchange Commission;
(ii) The Adviser, when requested, will provide the Sub-Adviser with
books and records with respect to the security transactions effected by the
Adviser for the Fund;
(iii) It will treat confidentially and as proprietary information of
the Trust all records and other information relative to the Trust and
prior, present or potential shareholders, and will not use such records and
information for any purpose other than performance of its responsibilities
and duties hereunder (except after prior notification to and approval in
writing by the Trust, which approval may not be withheld where the
Sub-Adviser would be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities); and
(iv) All software code owned by the Sub-Adviser or under its control,
used in the performance of its obligations under this Agreement, is Year
2000 Compliant. For purposes of this paragraph, "Year 2000 Compliant" means
that the software has continued and will continue to operate after December
31, 1999 without creating any logical or mathematical inconsistencies
concerning any date after December 31, 1999 and without decreasing the
functionality of the system applicable to dates prior to January 1, 2000
including, but not limited to, making changes to (i) date and data century
recognition; (ii) calculations which accommodate same- and multi-century
formulas and date values; and (iii) input/output of date values which
reflect century dates.
4. SERVICES NOT EXCLUSIVE. The services furnished by the Sub-Adviser
hereunder are deemed not to be exclusive, and the Sub-Adviser shall be free to
furnish similar services to others so long as its services under this Agreement
are not impaired thereby. The
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Sub-Adviser will for all purposes herein be deemed to be an independent
contractor and will, unless otherwise expressly authorized, have no authority to
act for or represent the Adviser or the Trust in any way or otherwise be deemed
the Adviser's or Trust's agent.
5. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's request.
The Sub-Adviser further agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1
under the 1940 Act, and to permit the Adviser and Trust access to the
Sub-Adviser's records upon the Adviser's or Trust's request.
6. EXPENSES. During the term of this Agreement, the Sub-Adviser will pay
all expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities, (including brokerage commissions,
if any) purchased for the Fund. The Adviser will reimburse the Sub-Adviser for
all travel expenses the Sub-Adviser incurs in connection with Fund activities.
7. COMPENSATION. For the services provided and the expenses assumed
pursuant to this Agreement, the Adviser will pay the Sub-Adviser and the
Sub-Adviser will accept as full compensation therefor a fee as set forth on
Schedule A hereto. Upon any termination of this Agreement before the end of any
quarter, the fee for such part of a quarter shall be prorated according to the
proportion which such period bears to the full quarterly period and shall be
payable upon the date of termination of this Agreement.
8. STANDARD OF CARE; LIMITATION OF LIABILITY. The Sub-Adviser, its parent
or any of its affiliates, shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust or the Adviser in
connection with the performance of this Agreement, except a loss resulting from
a breach of fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Sub-Adviser in the performance of its duties or
from reckless disregard by it of its obligations and duties under this
Agreement.
9. DURATION AND TERMINATION. This Agreement will become effective on the
date first written above, and unless sooner terminated as provided herein, shall
continue in effect until August 31, 2002. Thereafter, if not terminated, this
Agreement shall continue in effect for successive annual periods, provided such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Trust's Board of Trustees who are not
interested persons of any party to this Agreement, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by the Trust's Board
of Trustees or by vote of a majority of the outstanding voting securities of the
Fund. Notwithstanding the foregoing, this Agreement may be terminated at any
time, without the payment of any penalty, by the Trust (by vote of the Trust's
Board of Trustees or by vote of a majority of the outstanding voting securities
of the Fund), the Adviser or by the Sub-Adviser on sixty days' written notice.
This Agreement will immediately and automatically terminate in the event of its
assignment. (As used in this
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Agreement, the terms "majority of the outstanding voting securities,"
"interested persons" and "assignment" shall have the same meaning as such terms
in the 1940 Act.)
10. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
amended or terminated orally, but only by an instrument in writing signed by the
party against which enforcement of the change, waiver, discharge or termination
is sought. No amendment of this Agreement shall be effective until approved in
accordance with the requirements of the 1940 Act.
11. MISCELLANEOUS. Any notice made pursuant to this Agreement shall be
given in writing, addressed and delivered or mailed postage prepaid,
return-receipt requested, to the other party to this Agreement at its principal
place of business. Notice given by a party's attorney shall be deemed to be
notice given by the party. 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
provisions 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. 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 Maryland law.
12. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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.
[SIGNATURE LINES OMITTED]
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SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
CRAFUND ADVISORS, INC.
AND
UBAN ASSOCIATES, INC.
DATED AS OF_______________ 2000
COMPENSATION DATE
------------ ----
Quarterly payments of
$10,000 to be paid by the
Adviser
[SIGNATURE LINES OMITTED]
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[PRELIMINARY COPY]
THE COMMUNITY REINVESTMENT ACT QUALIFIED INVESTMENT FUND
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE COMMUNITY
REINVESTMENT ACT QUALIFIED INVESTMENT FUND FOR USE AT A SPECIAL MEETING OF
SHAREHOLDERS OF THE TRUST'S INVESTMENT PORTFOLIO (THE "FUND") TO BE HELD ON
OCTOBER 2, 2000, AT 10:00 A.M. EASTERN TIME, AT THE OFFICES OF DECLARATION
SERVICE COMPANY, 555 NORTH LANE, SUITE 6160, CONSHOHOCKEN, PA 19428.
THE UNDERSIGNED HEREBY APPOINTS MICHAEL P. MALLOY, MICHELLE M. LOMBARDO,
PAUL GIORGIO AND KRISTA ZIEGLER, AND EACH OF THEM, WITH FULL POWER OF
SUBSTITUTION, AS PROXIES OF THE UNDERSIGNED TO VOTE AT THE ABOVE-STATED SPECIAL
MEETING, AND AT ALL ADJOURNMENTS OR POSTPONEMENTS THEREOF, ALL SHARES OF THE
FUND REPRESENTING INTERESTS IN THE PORTFOLIO HELD OF RECORD BY THE UNDERSIGNED
ON AUGUST 8, 2000, THE RECORD DATE FOR THE MEETING, UPON THE FOLLOWING MATTER
AND UPON ANY OTHER MATTER THAT MAY COME BEFORE THE MEETING, IN THEIR DISCRETION:
(1) Proposal to approve a sub-advisory agreement between CRAFund Advisors, Inc.
and UBAN Associates, Inc. ("UBAN") with respect to the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREON AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE "FOR" THE PROPOSAL.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
DIRECTOR OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
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SIGNATURE DATE SIGNATURE (JOINT OWNERS) DATE
