AMENDMENT TO TRANSFER AGENT AGREEMENT
THIS AMENDMENT TO THE TRANSFER AGENT AGREEMENT (this "Amendment"),
effective as of 1st day of April 2008 (the "Amendment Effective Date") is
entered into by and between SEI Investments Management Corporation ("Transfer
Agent" or "SEI") and CNI Charter Funds (the "Trust").
WHEREAS:
1. As of April 1, 1999, Trust and SEI Investments Fund Management
entered into a Transfer Agent Agreement (the "Agreement");
2. On November 26, 2007, the Transfer Agent signed a Consent to
Assignment and Assumption Agreement, whereby it agreed to
assume all rights, duties, responsibilities and obligations
under the Transfer Agent Agreement;
3. Capitalized terms used in this Amendment but not defined in
this Amendment shall have the meanings ascribed to them in the
Agreement; and
4. The parties hereto desire to further amend the Agreement on
the terms and subject to the conditions provided herein.
NOW THEREFORE, for and in consideration of the promises and the mutual
covenants herein contained, the parties hereby agree as follows:
1. Article 3. Article 3 of the Agreement is hereby deleted in its
entirety and replaced with the following:
ARTICLE 3. Compensation of the Transfer Agent
(A) Transfer Agent. For the services to be
rendered, the facilities furnished and the
expenses assumed by the Transfer Agent
pursuant to this Agreement, the Trust shall
pay to the Transfer Agent compensation at an
annual rate specified in the Schedule B
which is attached hereto and made a part of
this Agreement. Such compensation shall be
accrued daily, and paid to the Transfer
Agent monthly.
If this Agreement becomes effective
subsequent to the first day of a month or
terminates before the last day of a month,
the Transfer Agent's compensation for that
part of the month in which this Agreement is
in effect shall be prorated in a manner
consistent with the calculation of the fees
as set forth above. Payment of the Transfer
Agent's compensation for the preceding month
shall be made promptly.
Transfer Agent agrees to waive its fees
under the Agreement, as detailed in Schedule
B to the Agreement, through March 31, 2011,
so long as Transfer Agent's affiliate, SEI
Investments Global Fund Services, continues
to serve as the administrator for the Trust
and its Portfolios. This undertaking shall
not affect the Trust's obligation to pay for
out-of-pocket expenses incurred by the Trust
on behalf of the Portfolios. Commencing on
February 1, 2008, the Transfer Agent shall
receive fees from the RCB Small Cap Value
Fund with respect to its Class R shares, as
reimbursement for the fees paid by the
Transfer Agent to the sub-transfer agent
providing services to Class R.
Notwithstanding Transfer Agent's undertaking
to waive its fees, if the Trust establishes
new portfolios or modifies existing
Portfolios such that they require services
that necessitate Transfer Agent's delegation
of any or all of its
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obligations to a sub-transfer agent, the
Trust shall be responsible for the costs of
the services provided by such sub-transfer
agent.
(B) Survival of Compensation Rights. All rights
of compensation under this Agreement for
services performed as of the termination
date shall survive the termination of this
Agreement.
2. Article 6. The first sentence of Article 6 of the Agreement is deleted
in its entirety and replaced as follows:
This Agreement shall remain in effect until March 31, 2011 and
shall renew for successive one year terms so long as such continuance
is approved by the vote of a majority of the Trustees of the Trust.
3. Article 11. Article 11 of the Agreement shall be deleted in its
entirety and replaced as follows:
ARTICLE 11. Notice. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party to the party giving
notice: if to the Trust, at 0 Xxxxxxx Xxxxxx Xxxxx, Xxxx, XX 00000, and if to
the Transfer Agent, at 0 Xxxxxxx Xxxxxx Xxxxx, Xxxx, XX 00000.
4. Schedule B. Schedule B of the Agreement is hereby deleted in its
entirety and replaced with the Schedule B attached hereto.
5. Ratification of Amendment. Except as expressly amended and provided
herein, all of the terms and conditions and provisions of the Agreement
shall continue in full force and effect.
6. Counterparts. This Amendment shall become binding when any one or more
counterparts hereof individually or taken together, shall bear the
original or facsimile signature of each of the parties hereto. This
Amendment may be executed in any number of counterparts, each of which
shall be an original against any party whose signature appears thereon,
but all of which together shall constitute but one and the same
instrument.
7. Governing Law. This Amendment shall be construed in accordance with the
laws of the State of Delaware and the applicable provisions of the 1940
Act. To the extent that the applicable laws of the State of Delaware,
or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
CNI CHARTER FUNDS
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: President
SEI INVESTMENTS MANAGEMENT CORPORATION
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
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SCHEDULE B DATED APRIL 1, 2008
TO TRANSFER AGENT AGREEMENT DATED APRIL 1, 1999
BETWEEN
CNI CHARTER FUNDS
AND
SEI INVESTMENTS FUND MANAGEMENT
Pursuant to Article 3, Section A, the Trust shall pay the Transfer Agent
Compensation as follows:
Fees are billable on a monthly basis at the rate of 1/12 of the annual fee,
which is $15,000 a year per CUSIP and allocated over the Trust's
aggregate net assets.
This annual charge includes:
o Omnibus transactions processing and reconciliation
o Transaction reconciliation with custodian
o Transmission monitoring and processing
o System accessibility
o On-going support
o Production and maintenance of system reports
o "Help Desk" for bank systems users
o Processing of incoming and outgoing interfaces (bank and custodian)
o NAV and dividend rate nightly updates
o Month end dividend processing
o Capital gains processing, if needed
o Production of confirms and statements
o Transmission of print files to bank
o Production, printing and storage of system reports
o Maintenance of system security records and passwords
o Maintenance of all system tables
o Maintenance of all dealer files
o Production of monthly 12(b)-1
Out of Pocket Expenses:
Out-of-pocket expenses will include but are not limited to confirmation
production, postage, forms, stationery, offsite storage, voice response system,
telephone, microfilm, microfiche, shareholder telephone calls, shareholder
letters, proxy solicitations, and expenses incurred at the specific direction of
the Trust such as custom programming.
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