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EXHIBIT 23(h)(4)
SHAREHOLDER SERVICES AGREEMENT
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CNI CHARTER FUNDS
SHAREHOLDER SERVICES AGREEMENT
THIS SHAREHOLDER SERVICES AGREEMENT (this "Agreement") is made as of
the 1st day of April, 1999, by and between CNI CHARTER FUNDS, a business
trust organized under the laws of the State of Delaware (the "Trust"), and
CITY NATIONAL BANK (the "Service Provider").
WITNESSETH
WHEREAS, the Trust is registered as open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust, on behalf of certain series of the
Trust listed on Exhibit A hereto, as the same may be amended from time to
time (each, a "Fund"), wishes to retain the Service Provider to provide
certain services to shareholders of the Funds, and the Service Provider is
willing to furnish those services and to arrange for the provision of those
services.
NOW, THEREFORE, in consideration of the promises and mutual
covenants herein contained, it is agreed between the parties hereto as
follows:
1. APPOINTMENT. The Trust, on behalf of the Funds, hereby
appoints the Service Provider to provide the shareholder services specified
in Section 2 to those shareholders of the Funds who are customers or clients
of the Service Provider. The Service Provider accepts the appointment and
agrees to furnish those shareholder services in return for compensation as
provided in Section 6 of this Agreement. The Service Provider agrees that the
shareholder services required to be furnished hereunder shall be furnished in
compliance with all relevant provisions of state and federal law, and in
compliance with all applicable rules and regulations of all relevant
regulatory agencies, including, without limitation, the 1940 Act, the
Securities Exchange Act of 1934, as amended (the "1934 Act"), the applicable
rules and regulations promulgated thereunder, and the applicable Conduct
Rules of the National Association of Securities Dealers, Inc.
2. SERVICES AND RESPONSIBILITIES ON A CONTINUING BASIS.
The Service Provider will provide the following shareholder services on a
regular basis which shall be daily, weekly, or as otherwise appropriate,
unless otherwise specified by the Trust:
(a) responding to shareholder inquiries;
(b) processing purchases and redemptions of shares of
the funds, including reinvestment of dividends;
(c) assisting shareholders in changing dividend
options, account designations and addresses;
(d) transmitting proxy statements, annual reports,
prospectuses, and other correspondence from the Funds
to shareholders (including, upon request, copies, but
not originals, of regular correspondence,
confirmations, or regular statements of account)
where such shareholders hold shares of the Funds
registered in the name of the Service Provider or its
nominees; and
(e) providing such other information and assistance to
shareholder as may be reasonably requested by such
shareholders.
The Service Provider is under no obligation to, and shall not, provide
pursuant to this Agreement any services with respect to the sale or
distribution of shares of the Funds.
3. STANDARD OF CARE. The Service Provider shall be under no
duty to take any action on behalf of the Funds except as specifically set
forth herein or as may be specifically agreed to by the Service Provider with
the Trust in writing. In the performance of the duties hereunder, the Service
Provider shall be obligated to exercise due care and diligence and to act in
good faith and to use its best efforts. Without limiting the generality of
the foregoing or of any other provision of this Agreement, the Service
Provider shall not be liable for delays or errors or losses of data that
result from acts of war or terrorism, national emergencies or catastrophes
directly affecting the Service Provider, but such relief from liability shall
not extend to delays, errors, or losses of data that result from power
failures or other contingencies that typically are addressed by contingency
or emergency plans meeting industry standards.
4. CONFIDENTIALITY. The Service Provider agrees, on behalf
of itself and its employees, to treat confidentially all records and other
information about the Funds and the Trust and all prior, present, or
potential shareholders of the Funds. This confidential information may be
disclosed only after prior notification to, and approval of release of
information in writing by, the Trust, which approval shall not be
unreasonably withheld, nor may it be withheld where the Service Provider may
be exposed to civil or criminal contempt proceedings for failure to comply,
when requested to divulge such information by duly constituted authorities,
or when so requested by the Trust.
5. INDEPENDENT CONTRACTOR. The Service Provider shall, for
all purposes herein, be deemed to be an independent contractor, and the
Service Provider shall, unless otherwise expressly provided and authorized to
do so, have no authority under this Agreement to act for or represent the
Trust or the Funds in any way, or in any way be deemed an agent for the Trust
or for the funds, except to the limited extent expressly provided in this
Agreement. It is expressly understood and agreed that the services to be
rendered by the Service Provider under the provisions of this Agreement are
not to be deemed exclusive, and the Service Provider shall be free to render
similar or different services to others so long as its ability to render the
services provided for in this agreement shall not be impaired materially
thereby.
6. COMPENSATION. As compensation for the services rendered
by, and responsibilities assumed by, the Service Provider during the term of
this Agreement, each Fund will pay to the Service Provider a service fee not
to exceed the per annum percentage of the average daily net asset value of
such Fund's shares set forth on Exhibit A held by clients or customers of the
Service Provider. The service fee shall be accrued daily by the Funds and
paid to the Service Provider on a monthly basis.
7. INDEMNIFICATION.
(a) The Service Provider agrees to indemnify and
hold harmless the Funds, the Trust and its
officers and Trustees from all claims and
liabilities (including, without limitation,
liabilities arising under the Securities Act
of 1933, the 1934 Act, the 1940 Act, and any
state and foreign securities laws, all as
amended from time to time) and expenses,
including (without limitation) reasonable
attorneys' fees and disbursements, arising
directly or indirectly from any action or thing
which the Service Provider takes or does or
omits to take or do which is in violation of
this Agreement, not in accordance with written
instructions given by an officer of the Trust,
in violation of written procedures then in
effect, or arising out of the Service Provider's
own willful misfeasance, bad faith, negligence
or reckless disregard of the duties and
obligations under this Agreement.
(b) The Service Provider shall provide such security
as is necessary to prevent unauthorized use of
any on-line computer facilities. The Service
Provider agrees to release, indemnify and hold
harmless the Trust and the Funds from any all
direct or indirect liabilities or losses
resulting from requests, directions, actions, or
inactions of or by the Service Provider, its
officers, employees or agents regarding the
redemption, transfer or registration of the
Fund's shares for accounts of shareholders or
the Service Provider, its clients and other
shareholders. Principals of the Service
Provider will be available to consult from time
to time with officers of the Trust and the
Trustees concerning performance of the services
contemplated by Section 2 of this Agreement.
8. FUNDS INFORMATION. No person is authorized to make any
representations concerning the Funds, or shares of the Funds or shareholder
services that are inconsistent with the terms of this Agreement. Neither the
Service Provider, nor any of its respective agents, will use or distribute,
or authorize the use or distribution of, any statements other than those
contained in the Funds' current Prospectuses or Statements of Additional
Information or in such current supplemental literature as may be authorized
by the Funds.
9. DURATION AND TERMINATION. This Agreement shall continue
until terminated by the Trust or the Service Provider on 60 days' prior
written notice to the other. The Service Provider's indemnification
obligations under Section 7(a) shall survive the termination of this
Agreement. All notices and other communications hereunder shall be writing.
10. AMENDMENTS. This Agreement or any part hereof may be
changed or waived only by an instrument in writing signed by the party
against which enforcement of such charge or waiver is sought.
11. MISCELLANEOUS.
(a) This Agreement embodies the entire agreement and
understanding between the parties hereto, and
supersedes all prior agreements and understandings,
relating to the subject matter hereof.
(b) 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 or effect.
(c) This Agreement shall be governed by and construed in
accordance with the laws of the State of California
as applicable to contracts between California
residents entered into and to be performed entirely
within California.
(d) If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not
be affected thereby.
(e) The Service Provider acknowledges that it has
received notice of and accepts the limitations of
the Funds' liability set forth in the Trust's
Agreement and Declaration of Trust. The Service
Provider agrees that each Fund's obligations under
this Agreement shall be limited to the Fund and to
its assets, and that neither the Service Provider
shall seek satisfaction of any such obligation from
the shareholders of the Fund or from any trustee,
officer, employee or agent of the Trust or the Fund.
(f) This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their
respective successors.
(g) This Agreement may not be assigned without the prior
mutual written consent of all parties.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed by their officers designated below on the day and year first
written above.
CNI CHARTER FUNDS CITY NATIONAL BANK
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxx Xxxxxx
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Name: Xxxxx X. Xxxxxxxx Name: Xxxx Xxxxxx
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Title: Vice President & Assist Secretary Title: E. V. P.
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CNI Charter Funds CITY NATIONAL BANK
CNI CHARTER FUNDS
EXHIBIT A
FUNDS COVERED BY THE
SHAREHOLDER SERVICES AGREEMENT
Name of Fund Annual Service Fee Rate
Prime Money Market Fund 0.25%
Government Money Market Fund 0.25%
California Tax-Exempt Money Market Fund 0.25%
Large Cap Growth Equity Fund 0.25%
Large Cap Value Equity Fund 0.25%
Corporate Bond Fund 0.25%
Government Bond Fund 0.25%
California Tax Exempt Bond Fund 0.25%
High Yield Bond Fund 0.25%
Technology Growth Fund 0.25%
Dated: June 8, 2000
