EX-99.(D)(2) 2 v067415_ex99d-2.htm
Exhibit (d)(2)
THE COMMUNITY REINVESTMENT ACT
QUALIFIED INVESTMENT FUND

Amendment No. 1 to Investment Management Agreement

This Amendment No. 1 to Investment Management Agreement (the “Amendment”) dated as of _________, 2007, by and between The Community Reinvestment Act Qualified Investment Fund, a Delaware business trust (the “Trust”), and CRAFund Advisors, Inc., a Delaware corporation (the “Manager”).

The parties hereto, intending to be legally bound, hereby agree as follows:
 
1. Compensation. Schedule A to the Investment Management Agreement dated as of June 1, 1999 between the Trust and the Manager (the “Management Agreement”) is hereby amended and restated in its entirety to read as set forth in Exhibit “A” attached to this Amendment.

2. Definitions. Unless otherwise defined herein, all capitalized terms used in this Amendment shall have their respective defined meanings ascribed to them in the Investment Management Agreement.

3. Miscellaneous. Except to the extent expressly amended by this Amendment, the Management Agreement shall remain unchanged and in full force and effect. References therein to “this Agreement,” “hereby,” “herein,” and the like shall be deemed to refer to the Management Agreement, as amended by this Amendment. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, and 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.

THE COMMUNITY REINVESTMENT ACT
QUALIFIED INVESTMENT FUND

 
By: _______________________
Name: _____________________
Title: ______________________


CRAFUND ADVISORS, INC.

 
By: _______________________
Title: ______________________



Exhibit “A”

AMENDED AND RESTATED
SCHEDULE A
DATED ___________, 2007
TO THE
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN
THE COMMUNITY REINVESTMENT ACT QUALIFIED INVESTMENT FUND
AND
CRAFUND ADVISORS, INC.
DATED AS OF JUNE 1, 1999



NAME OF FUND
 
COMPENSATION*
 
DATE
         
The Community Reinvestment Act Qualified Investment Fund
 
Annual rate of 0.40% of such Fund’s average net assets
 
____________, 2007

*All fees are computed daily and paid monthly.




CRAFUND ADVISORS, INC.
THE COMMUNITY REINVESTMENT ACT
QUALIFIED INVESTMENT FUND
   
   
By:___________________________
By:___________________________
   
Name:_________________________
Name:_________________________
   
Title:__________________________
Title:__________________________