AMENDMENT TO ADMINISTRATION AGREEMENT
THIS AMENDMENT TO THE ADMINISTRATION AGREEMENT (this "Amendment"),
effective as of 1st day of April 2008 (the "Amendment Effective Date") is
entered into by and between CNI Charter Funds (the "Trust"), and SEI Investments
Global Funds Services ("Administrator") (successor to SEI Investments Mutual
Funds Services).
WHEREAS:
1. Administrator and Trust entered into an Administration
Agreement, dated April 1, 1999 (the "Agreement");
2. Administrator and Trust entered into an Amendment to
Administration Agreement, dated December, 2, 2004, effective
January 1, 2005;
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. Prologue. The Prologue is deleted in its entirety and replaced as follows:
THIS AGREEMENT is made as of 1st day of April, 1999, by and between CNI
CHARTER FUNDS, a Delaware statutory trust (the "Trust") and SEI INVESTMENTS
GLOBAL FUNDS SERVICES (the "Administrator"), a Delaware statutory trust.
WHEREAS, the Trust is an open-end diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), consisting of the series of portfolios set forth in Schedule I,
attached hereto, as the same may be amended from time to time ("Portfolios"),
each of which may consist of one or more classes of shares of beneficial
interest ("Shares"); and
WHEREAS, the Trust desires the Administrator to provide, and the
Administrator is willing to provide, administrative and accounting services to
such Portfolios of the Trust on the terms and conditions set forth herein;
2. Article 4(A). Article 4(A) of the Agreement shall be amended as follows:
In the first sentence, delete "in the Schedules" and add "in Schedule
II attached hereto."
3. Article 7. Article 7 of the Agreement shall be deleted in its entirety
and replaced with the following:
(A) Confidential Information. The Administrator and Trust (in such
capacity, the "Receiving Party") acknowledge and agree to
maintain the confidentiality of Confidential Information (as
hereinafter defined) provided by the Administrator and Trust
(in such capacity, the "Disclosing Party") in connection with
this Agreement. The Receiving Party shall not disclose or
disseminate the Disclosing Party's Confidential Information to
any Person other than those employees, agents, contractors,
subcontractors and licensees of the Receiving Party, or with
respect to the Administrator as a Receiving Party, to those
employees, agents, contractors, subcontractors and licensees
of any agent or affiliate, who have a need to know it in order
to assist the Receiving Party in performing its obligations,
or to permit the Receiving Party to exercise its rights under
this Agreement.
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In addition, the Receiving Party (a) shall take all reasonable
steps to prevent unauthorized access to the Disclosing Party's
Confidential Information, and (b) shall not use the Disclosing
Party's Confidential Information, or authorize other Persons
to use the Disclosing Party's Confidential Information, for
any purposes other than in connection with performing its
obligations or exercising its rights hereunder. As used
herein, "reasonable steps" means steps that a party takes to
protect its own, similarly confidential or proprietary
information of a similar nature, which steps shall in no event
be less than a reasonable standard of care.
The term "Confidential Information," as used herein, shall
mean all business strategies, plans and procedures,
proprietary information, methodologies, data and trade
secrets, and other confidential information and materials
(including, without limitation, any non-public personal
information as defined in Regulation S-P) of the Disclosing
Party, its affiliates, their respective clients or suppliers,
or other Persons with whom they do business, that may be
obtained by the Receiving Party from any source or that may be
developed as a result of this Agreement.
(B) Exclusions. The provisions of this Article 7 respecting
Confidential Information shall not apply to the extent, but
only to the extent, that such Confidential Information: (a) is
already known to the Receiving Party free of any restriction
at the time it is obtained from the Disclosing Party, (b) is
subsequently learned from an independent third party free of
any restriction and without breach of this Agreement; (c) is
or becomes publicly available through no wrongful act of the
Receiving Party or any third party; (d) is independently
developed by or for the Receiving Party without reference to
or use of any Confidential Information of the Disclosing
Party; or (e) is required to be disclosed pursuant to an
applicable law, rule, regulation, government requirement or
court order, or the rules of any stock exchange (provided,
however, that the Receiving Party shall advise the Disclosing
Party of such required disclosure promptly upon learning
thereof in order to afford the Disclosing Party a reasonable
opportunity to contest, limit and/or assist the Receiving
Party in crafting such disclosure).
(C) Permitted Disclosure. The Receiving Party shall advise its
employees, agents, contractors, subcontractors and licensees,
and shall require its affiliates to advise their employees,
agents, contractors, subcontractors and licensees, of the
Receiving Party's obligations of confidentiality and non-use
under this Article 7, and shall be responsible for ensuring
compliance by its and its affiliates' employees, agents,
contractors, subcontractors and licensees with such
obligations and shall be liable in the event of such parties'
non-compliance. The Receiving Party shall promptly notify the
Disclosing Party in writing upon learning of any unauthorized
disclosure or use of the Disclosing Party's Confidential
Information by such Persons.
(D) Effect of Termination. Upon the Disclosing Party's written
request following the termination of this Agreement, the
Receiving Party promptly shall return to the Disclosing Party,
or destroy, all Confidential Information of the Disclosing
Party provided under or in connection with this Agreement,
including all copies, portions and summaries thereof.
Notwithstanding the foregoing sentence, (a) the Receiving
Party may retain one copy of each item of the Disclosing
Party's Confidential Information for purposes of identifying
and establishing its rights and obligations under this
Agreement, for archival or audit purposes and/or to the extent
required by applicable law, and (b) the Administrator shall
have no obligation to return or destroy Confidential
Information of Trust that resides in save tapes of
Administrator; provided, however, that in either case all such
Confidential Information retained by the Receiving Party shall
remain subject to the provisions of Article 7 for so long as
it is so retained. If requested by the Disclosing Party, the
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Receiving Party shall certify in writing its compliance with
the provisions of this paragraph.
4. Article 10. Article 10 of the Agreement shall be amended as follows:
The first sentence of Article 10 is hereby deleted in its entirety and
replaced as follows:
This Agreement shall become effective on April 1, 2008 and shall remain
in effect for an Initial Term through and until March 31, 2011, and,
thereafter, for successive Renewal Terms of three (3) years each,
unless and until this Agreement is terminated in accordance with the
provisions of Article 10 hereof.
In the second sentence under section (b), delete "60 days" and replace
with "90 days."
5. Article 18. A new Article 18 will be added to the Agreement as follows
ARTICLE 18. Miscellaneous.
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(A) Special Third Party Services. The Administrator may, from time
to time, provide to the Trust services and products ("Special
Third Party Services") from external third party sources that
are telecommunication carriers, pricing sources, data feed
providers or other similar service providers ("Special Third
Party Vendors"). The Trust acknowledges and agrees that the
Special Third Party Services are confidential and proprietary
trade secrets of the Special Third Party Vendors. Accordingly,
the Trust shall honor requests by the Administrator and the
Special Third Party Vendors to protect their proprietary
rights in their data, information and property including
requests that the Trust place copyright notices or other
proprietary legends on printed matter, print outs, tapes,
disks, film or any other medium of dissemination. The Trust
further acknowledges and agrees that all Special Third Party
Services are provided on an "AS IS WITH ALL FAULTS" basis
solely for such Trust's internal use in connection with the
receipt of the Services. The Trust may use Special Third Party
Services as normally required on view-only screens and hard
copy statements, reports and other documents necessary to
support such Trust's investors, however the Trust shall not
distribute any Special Third Party Services to other third
parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR
MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY,
FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT
TO ANY OF THE SPECIAL THIRD PARTY SERVICES. NEITHER THE
ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE
LIABLE FOR ANY DAMAGES SUFFERED BY THE TRUST IN THE USE OF ANY
OF THE SPECIAL THIRD PARTY SERVICES, INCLUDING, WITHOUT
LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR
SIMILAR DAMAGES.
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6. 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.
7. 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.
8. 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 GLOBAL FUNDS SERVICES
By: /s/ Xxxxx Xxxxxx
-----------------
Name: Xxxxx Xxxxxx
Title: Vice President
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SCHEDULE I
DATED APRIL 1, 2008
TO THE ADMINISTRATION AGREEMENT
DATED AS OF APRIL 1, 1999
BETWEEN
CNI CHARTER FUNDS
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
List of Portfolios
------------------
Large Cap Growth Equity Fund
Large Cap Value Equity Fund
RCB Small Cap Value Fund
Multi-Asset Fund
Corporate Bond Fund
Government Bond Fund
California Tax Exempt Bond Fund
High Yield Bond Fund
Prime Money Market Fund
Government Money Market Fund
California Tax Exempt Money Market Fund
AHA Diversified Equity Fund
AHA Limited Maturity Fixed Income Fund
AHA Full Maturity Fixed Income Fund
AHA Balanced Fund
AHA Socially Responsible Equity Fund
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SCHEDULE II
DATED APRIL 1, 2008
TO THE ADMINISTRATION AGREEMENT
DATED AS OF APRIL 1, 1999
BETWEEN
CNI CHARTER FUNDS
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
Schedule of Fees
----------------
Administration and Accounting Fee:
---------------------------------
The following Administration and Accounting Fee (the "Fee") is determined in
arrears and allocated to each portfolio pro-rata based on the net assets of each
portfolio as of the prior month end and due and payable monthly to Administrator
pursuant to Article 4(A) of the Agreement. The Fee is calculated as follows: the
Fee shall be the greater of the amount based on the Trust's aggregate net assets
according to the table below OR the amount based on Trust's aggregate number of
portfolios (per Schedule I, as amended), at the annual rate of $90,000 per
portfolio. If the Trust's aggregate net assets are less than $3 Billion, the
parties mutually agree in writing to adjustments to the services provided by the
Administrator under this Agreement.
Asset Based Fees: (calculated and assessed monthly in arrears based on the
aggregate net assets of Trust):
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Trust Assets Basis Points
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First $2.5 billion in aggregate net assets 6.5
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Next $2.5 billion in aggregate net assets 4.5
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Next $2.5 billion in aggregate net assets 2.5
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Aggregate net assets in excess of $7.5 billion 2.0
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Annual Minimum Fee (calculated and paid on a monthly basis):
--------------------------------------------------------------------------
Portfolios Annual Minimum Fee
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Large Cap Growth Equity Fund $ 90,000/Portfolio
Large Cap Value Equity Fund
RCB Small Cap Value Fund
Multi-Asset Fund
Corporate Bond Fund
Government Bond Fund
California Tax Exempt Bond Fund
High Yield Bond Fund
Prime Money Market Fund
Government Money Market Fund
California Tax Exempt Money Market Fund
AHA Diversified Equity Fund
AHA Limited Maturity Equity Fund
AHA Full Maturity Equity Fund
AHA Balanced Fund
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AHA Socially Responsible Equity Fund
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Call Center Services:
--------------------
Provide incoming support to prospective investors, shareholders and their
financial representatives through telephone and email contacts. Each contact
(whether by telephone, IVR or email) in excess of 1,000 contacts per month shall
be subject to an additional charge of $10.
