SHAREHOLDER SERVICES FEE LIMITATION AGREEMENT
This AGREEMENT is made this 28th day of January 2008, 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 30, 2009
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.
CNI CHARTER FUNDS CITY NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx
Title: President, Chief Executive Title: Executive Vice President
Officer
