ASSIGNMENT

                      INVESTMENT COMPANY SERVICES AGREEMENT

          This Assignment, dated as of the 5th day of December 2001, made by and
among The Community  Reinvestment  Act Qualified  Investment  Fund (the "Fund"),
Declaration Service Company  ("Declaration") and InCap Service Company ("InCap")
(collectively the "Parties").

          WHEREAS,  Declaration wishes to assign the Investment Company Services
Agreement  between  the Fund and  Declaration,  dated  December  15,  2000  (the
"Services Agreement") to InCap, and

          WHEREAS, InCap wishes to accept assignment of the Services Agreement

          NOW THEREFORE,  in  consideration of the premises and mutual covenants
contained  herein,  and the  exchange of good and  valuable  consideration,  the
sufficiency  and receipt of which are hereby  acknowledged,  the Parties  hereto
hereby agree as follows

          1.   ASSIGNMENT.  Declaration hereby assigns the Services Agreement to
InCap,  together with all of  Declaration's  rights and  obligations  thereunder
InCap hereby accepts assignment of the Services Agreement from Declaration.

          2.   CONSENT TO  ASSIGNMENT.  Pursuant  to Section 18 of the  Services
Agreement,  the Fund hereby  acknowledges  and consents to the assignment of the
Services Agreement.

          IN WITNESS WHEREOF,  the Parties hereto have caused this Assignment to
be  executed  by their  duly  authorized  officers  as of the day and year first
written above.

The Community Reinvestment Act Qualified Investment Fund


/s/ Neil Solomon
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Declaration Service Company                       InCap Service Company

/s/ Terence P. Smith                              /s/ Terence P. Smith
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