SHAREHOLDER SERVICES FEE LIMITATION AGREEMENT
This
AGREEMENT is made this 28th day of January 2009, between CNI Charter Funds (the
“Trust”), a Delaware statutory trust, and City National Bank (“CNB”), a Delaware
federally chartered bank.
WHEREAS,
CNB has entered into a Shareholder Services Agreement with the Trust pursuant to
which CNB agrees to provide certain services described in the Shareholder
Services Agreement to clients who from time to time beneficially own shares of
certain series of the Trust, including the RCB Small Cap Value Fund (the
“Fund”); and
WHEREAS,
the parties currently desire to limit the shareholder services fees payable to
CNB by the Fund’s Class R shares;
NOW,
THEREFORE, the parties hereto do hereby agree as follows:
1. Waiver of Shareholder Servicing
Fees. CNB hereby agrees to waive all compensation payable to it with
respect to the Class R shares of the Fund pursuant to the Shareholder Services
Agreement (the “Service Fees”).
2. Reimbursement of Shareholder
Servicing Fees. CNB hereby agrees that any Service Fees waived
by it pursuant to this Agreement shall not be eligible for reimbursement by the
Fund to CNB.
3. Term. This
Agreement shall continue in effect until January 28, 2010 unless sooner
terminated in accordance with Section 4 herein.
4. Termination. This
Agreement may be terminated at any time by the Trust on behalf of the Fund or by
the Board of Trustees of the Trust upon sixty (60) days’ written notice to CNB
without payment of any penalty and shall automatically terminate upon the
termination of the Shareholder Services Agreement.
7. Assignment. This
Agreement and all rights and obligations hereunder may not be assigned without
the written consent of the other parties.
8. Severability. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute or rule, or shall be otherwise rendered invalid, the remainder
of this Agreement shall not be affected thereby.
9. Captions. The
captions in this Agreement are included for convenience of reference only and in
no way define or limit any of the provisions hereof or otherwise affect their
construction of effect.
10. Governing Law. This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Delaware without giving effect to the conflict of laws principles
thereof; provided that nothing herein shall be construed to preempt, or to be
inconsistent with, any federal law, regulation or rule, including the Investment
Company Act of 1940, as amended, and the Investment Advisers Act of 1940, as
amended, and any rules and regulations promulgated thereunder.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
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CITY
NATIONAL BANK
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By:
___________________
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By:
___________________
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Name:
Xxxxxxx Xxxxx
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Name:
Xxxxxxx Xxxxx
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Title:
President, Chief Executive Officer
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Title:
Executive Vice President
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