AMENDMENT TO TRANSFER AGENCY AGREEMENT
This Amendment shall be effective as of December 2, 2004, and amends the
Transfer Agency Agreement (the "Agreement") between SEI Investments Fund
Management ("SEI") and CNI Charter Funds (the "Trust") and its series
("Portfolios") dated April 1, 1999. In the event of a conflict between the terms
of this Amendment and the Agreement, the terms of this Amendment shall govern.
Except as specifically set forth herein, all other provisions of the Agreement
shall remain in full force and effect. Any undefined capitalized terms herein
shall have the same meaning as those attributed to them in the Agreement. This
Amendment may be executed in counterparts.
1. The first sentence of Article 6 of the Agreement is deleted and
replaced in its entirety by the following sentence: "This Agreement
shall remain in effect until March 31, 2008 and shall renew for
successive one year terms so long as such continuance is specifically
approved by the vote of a majority of the Trustees of the Trust."
2. SEI agrees to waive its fees under the Agreement, as detailed in
Schedule B to the Agreement, through March 31, 2008 so long as SEI's
affiliate, SEI Investments Global Funds Services, continues to serve
as the administrator for the Trust and its Portfolios.
a. This undertaking shall not affect the Trust's obligation to
pay for out-of-pocket expenses incurred by the Trust on
behalf of its Portfolios.
b. Notwithstanding SEI's undertaking to waive its fees, if the
Trust establishes new portfolios or modifies existing
Portfolios such that they require services that necessitate
SEI's delegation of any or all of its obligations to a
sub-transfer agent, the Trust shall be responsible for the
costs of the services provided by such sub-transfer agent.
3. A new Article 14 is hereby added to the Agreement:
"ARTICLE 14. FORCE MAJEURE. SEI may not be responsible or liable for
any failure or delay in performance of its obligations under this
Agreement arising out of or caused, directly or indirectly, by
circumstances beyond its reasonable control including, without
limitation, acts of civil or military authority, national emergencies,
labor difficulties, fire, mechanical breakdowns, flood or catastrophe,
acts of God, insurrection, war, riots or failure of the mails or any
transportation medium, communication system or power supply."
4. A new Article 15 is hereby added to the Agreement:
"Article 15. TAXES. SEI may not be liable for any taxes, assessments
or governmental charges that may be levied or assessed on any basis
whatsoever in connection with the Funds or any shareholder or any
purchase of Fund shares, excluding taxes assessed against SEI for
compensation received by it under this Agreement."
IN WITNESS WHEREOF this Amendment has now been entered into the day and year
first above WRITTEN.
CNI CHARTER FUNDS
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By:
Name:
Title:
SEI INVESTMENTS FUND MANAGEMENT
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By:
Name:
Title:
