THE COMMUNITY DEVELOPMENT FUND
FORM OF INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this ___ day of October, 2015, by and between The Community
Development Fund, a Delaware statutory trust (the "Trust"), and Community
Development Fund Advisors, LLC (the "Adviser").
WHEREAS, the Trust is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"),
consisting of portfolios of shares, as listed on Schedule A (each, a
"Portfolio" and collectively, the "Portfolios"), each having its own investment
policies; and
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to the Portfolios, and the Adviser is willing
to render such services:
NOW, THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:
1. DUTIES OF THE ADVISER. The Trust employs the Adviser to manage the
investment and reinvestment of the assets, to hire (subject to the approval
of the Trust's Board of Trustees (the "Board") and, except as otherwise
permitted under the terms of any exemptive relief granted by the Securities
and Exchange Commission (the "SEC"), or by rule or regulation, by "vote of
a majority of the outstanding voting securities" of each applicable
Portfolio, as that term is defined in the ▇▇▇▇ ▇▇▇) and thereafter
supervise the investment activities of one or more sub-advisers deemed
necessary to carry out the investment program of the Portfolios, and to
continuously review, supervise and (where appropriate) administer the
investment program of the Portfolios, to determine in its discretion (where
appropriate) the securities to be purchased or sold, to provide the Trust's
administrator (the "Administrator") and the Trust with records concerning
the Adviser's activities which the Trust is required to maintain, and to
render regular reports to the Administrator and to the Trust's officers and
Trustees concerning the Adviser's discharge of the foregoing
responsibilities.
The retention of a sub-adviser by the Adviser shall not relieve the Adviser
of its responsibilities under this Agreement. The Trust hereby constitutes
and appoints the Adviser as the Trust's true and lawful representative and
attorney-in-fact, with full power of delegation (to any one or more
sub-advisers), in the Fund's name, place and stead, to make, execute, sign
and acknowledge all agreements, contracts and other documentation;
including, but not limited to, subscription agreements and ISDA agreements,
and establish trading accounts on behalf of the Portfolios as in the
Adviser's judgment are necessary or desirable for the Adviser to implement
the investment policies of the Portfolios by purchasing, selling and
redeeming its assets and placing orders for such purchases and sales.
The Adviser shall discharge the foregoing responsibilities subject to the
control of the Board and in compliance with the Prospectus (as defined
below), such policies as the Trustees may from time to time establish, the
objectives, policies, and limitations for the Portfolios as established by
the Board, and applicable laws and regulations.
The Adviser accepts such employment and agrees, at its own expense, to
render the services and to provide the office space, furnishings and
equipment and the personnel (including any sub-advisers) required by it to
perform the services on the terms and for the compensation provided herein.
The
Adviser will not, however, pay for the cost of securities, commodities, and
other investments (including brokerage commissions and other transaction
charges, if any) purchased or sold for the Trust.
2. DELIVERY OF DOCUMENTS. The Trust has furnished the Adviser with copies of
each of the following:
(a) The Trust's Agreement and Declaration of Trust, (such Agreement
and Declaration of Trust, as presently in effect and as it shall
from time to time be amended, is herein called the "Declaration
of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of
this Agreement and as amended from time to time, are herein
called the "By-Laws"); and
(c) Prospectus(es) and Statement(s) of Additional Information of the
Portfolios, as currently in effect and as amended or supplemented
from time to time (referred to collectively as the "Prospectus").
3. OTHER COVENANTS. The Adviser agrees that it:
(a) Will comply with all applicable rules and regulations of the SEC
and will in addition conduct its activities under this Agreement
in accordance with other applicable law; and
(b) Will place orders pursuant to its investment determinations for
the Portfolios either directly with the issuer or with any broker
or dealer. In executing Portfolio transactions and selecting
brokers or dealers, the Adviser will use its best efforts to seek
on behalf of a Portfolio the best overall terms available. In
assessing the best overall terms available for any transaction,
the Adviser shall consider all factors that it deems relevant,
including the breadth of the market in the security, the price of
the security, the financial condition and execution capability of
the broker or dealer, and the reasonableness of the commission,
if any, both for the specific transaction and on a continuing
basis. In evaluating the best overall terms available, and in
selecting the broker-dealer to execute a particular transaction
the Adviser may also consider the brokerage and research services
(as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934, as amended) provided to the Portfolio
and/or other accounts over which the Adviser or an affiliate of
the Adviser may exercise investment discretion. The Adviser is
authorized, subject to later revocation by the Board, to pay to a
broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for
the Portfolios which is in excess of the amount of commission
another broker or dealer would have charged for effecting that
transaction if, but only if, the Adviser determines in good faith
that such commission was reasonable in relation to the value of
the brokerage and research services provided by such broker or
dealer - - viewed in terms of that particular transaction or in
terms of the overall responsibilities of the Adviser to the
Portfolios. In addition, the Adviser is authorized to allocate
purchase and sale orders for portfolio securities to brokers or
dealers that are affiliated with the Adviser or the Trust's
principal underwriter if the Adviser believes that the quality of
the transaction and the commission are comparable to what they
would be with other qualified firms. In no instance, however,
will any Portfolio's securities be purchased from or sold to the
Adviser, any sub-adviser engaged with respect to the Trust, the
Trust's principal underwriter, or any affiliated person of either
the Trust, the Adviser, and sub-adviser or the principal
underwriter, acting as principal in the transaction, except to
the extent permitted by the SEC and the 1940 Act.
4. COMPENSATION OF THE ADVISER. For the services rendered by the Adviser
pursuant to this Agreement, the Trust shall pay to the Adviser compensation
at the rates specified in the Schedule B attached hereto and made a part of
this Agreement. Such compensation shall be paid to the Adviser at the end
of each month, and calculated by applying a daily rate, based on the annual
percentage rates as specified in the attached Schedule B, to the assets of
the Portfolios. The fee shall be based on the average daily net assets for
the month involved. The Adviser may, in its discretion and from time to
time, waive a portion of its fee.
All rights of compensation under this Agreement for services performed as
of the termination date shall survive the termination of this Agreement.
5. REPORTS. The Trust and the Adviser agree to furnish to each other, as
applicable, Prospectuses, proxy statements, reports to shareholders,
certified copies of their financial statements, and such other information
with regard to their affairs as each may reasonably request. The Adviser
further agrees to furnish to the Trust, if applicable, the same such
documents and information pertaining to any sub-adviser as the Trust may
reasonably request.
6. STATUS OF THE ADVISER. The services of the Adviser to the Trust are not to
be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Trust are not impaired
thereby. The Adviser shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided or authorized, have no authority
to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust. To the extent that the purchase or sale of securities
or other investments of any issuer may be deemed by the Adviser to be
suitable for two or more accounts managed by the Adviser, the available
securities or investments may be allocated in a manner believed by the
Adviser to be equitable to each account. It is recognized that in some
cases this may adversely affect the price paid or received by the Trust or
the size or position obtainable for or disposed by the Trust.
7. CERTAIN RECORDS. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under
the 1940 Act which are prepared or maintained by the Adviser (or any
sub-adviser) on behalf of the Trust are the property of the Trust and will
be surrendered promptly to the Trust on request. The Adviser further agrees
to preserve for the periods prescribed in Rule 31a-2 under the 1940 Act the
records required to be maintained under Rule 31a-1 under the 1940 Act.
8. LIMITATION OF LIABILITY OF THE ADVISER. The duties of the Adviser shall be
confined to those expressly set forth herein, and no implied duties are
assumed by or may be asserted against the Adviser hereunder. The Adviser
shall not be liable for any error of judgment or mistake of law or for any
loss arising out of any investment or for any act or omission in carrying
out its duties hereunder, except a loss resulting from willful misfeasance,
bad faith or gross negligence in the performance of its duties, or by
reason of reckless disregard of its obligations and duties hereunder,
except as may otherwise be provided under provisions of applicable state
and Federal law which cannot be waived or modified hereby. (As used in this
Section 8, the term "Adviser" shall include directors, officers, employees
and other corporate agents of the Adviser as well as that corporation
itself).
9. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the Trust are
or may be interested in the Adviser (or any successor thereof) as
directors, partners, officers, or shareholders, or otherwise; directors,
partners, officers, agents, and shareholders of the Adviser are or may be
interested in the Trust as Trustees, officers, shareholders or otherwise;
and the Adviser (or any
successor) is or may be interested in the Trust as a shareholder or
otherwise subject to the provisions of applicable law. All such interests
shall be fully disclosed between the parties on an ongoing basis and in the
Trust's registrations statement as required by law. In addition, brokerage
transactions for the Trust may be effected through affiliates of the
Adviser or any sub-adviser if approved by the Board, subject to the rules
and regulations of the SEC.
10. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall remain in effect until two years from date of
execution, and thereafter, for periods of one year so long as such
continuance thereafter is specifically approved at least annually (a) by
the vote of a majority of those Trustees of the Trust who are not parties
to this Agreement or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval, and (b) by
the Trustees of the Trust or by vote of a majority of the outstanding
voting securities of each Portfolio; provided, however, that if the
shareholders of any Portfolio fail to approve the Agreement as provided
herein, the Adviser may continue to serve hereunder in the manner and to
the extent permitted by the 1940 Act and rules and regulations thereunder.
The foregoing requirement that continuance of this Agreement be
"specifically approved at least annually" shall be construed in a manner
consistent with the 1940 Act and the rules and regulations thereunder.
This Agreement may be terminated as to any Portfolio at any time, without the
payment of any penalty, by vote of a majority of the Trustees of the Trust
or by vote of a majority of the outstanding voting securities of the
Portfolio on not less than 30 days nor more than 60 days' written notice to
the Adviser, or by the Adviser at any time without the payment of any
penalty, on 90 days' written notice to the Trust. This Agreement will
automatically and immediately terminate in the event of its assignment. As
used in this Section 10, the terms "assignment", "interested persons", and
a "vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in the 1940 Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the SEC.
11. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the State of Delaware, without regard to conflict of law principles;
provided, however that nothing herein shall be construed as being
inconsistent with the 1940 Act.
12. NOTICE: Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by registered,
certified or overnight mail, postage prepaid addressed by the party giving
notice to the other party at the last address furnished by the other party:
To the Adviser at: Community Development Fund Advisors, LLC
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▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
To the Trust at: The Community Development Fund
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▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
13. SEVERABILITY. 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.
14. AMENDMENT OF AGREEMENT. This Agreement may be amended only by written
agreement of the Adviser and the Trust and only in accordance with the
provisions of the 1940 Act and the rules and regulations promulgated
thereunder.
15. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject matter.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order of
the SEC, whether of special or general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.
The Trust is entering into this Agreement with the Adviser on behalf of the
respective Portfolios severally and not jointly, with the express intention
that the provisions contained in each numbered paragraph hereof shall be
understood as applying separately with respect to each Portfolio as if
contained in separate agreements between the Trust and Adviser for each
such Portfolio. In the event that this Agreement is made applicable to any
additional Portfolios by way of a Schedule executed subsequent to the date
first indicated above, provisions of such Schedule shall be deemed to be
incorporated into this Agreement as it relates to such Portfolio so that,
for example, the execution date for purposes of Paragraph 10 of this
Agreement with respect to such Portfolio shall be the execution date of the
relevant Schedule.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.
THE COMMUNITY DEVELOPMENT FUND COMMUNITY DEVELOPMENT FUND
ADVISORS, LLC
By: ___________________________________ By: ______________________________
Attest: ________________________________ Attest: __________________________
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
THE COMMUNITY DEVELOPMENT FUND
AND
COMMUNITY DEVELOPMENT FUND ADVISORS, LLC
AS OF OCTOBER ___, 2015
The Community Development Fund
SCHEDULE B
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
THE COMMUNITY DEVELOPMENT FUND
AND
COMMUNITY DEVELOPMENT FUND ADVISORS, LLC
AS OF OCTOBER ___, 2015
Pursuant to Article 4, the Trust shall pay the Adviser compensation at an
annual rate as follows:
The Community Development Fund 0.30%