AMENDMENT TO ADMINISTRATION AGREEMENT
This Amendment (this "AMENDMENT") is entered into on December 2, 2004,
with an effective date of January 1, 2005, by and between SEI Investments Global
Funds Services ("ADMINISTRATOR") (successor to SEI Investments Mutual Funds
Services) and CNI Charter Funds (the "TRUST").
WHEREAS, Administrator (by its predecessor) and Trust entered into an
Administration Agreement, dated April 1, 1999 (the "AGREEMENT");
WHEREAS, capitalized terms used in this Amendment but not defined in
this Amendment shall have the meanings ascribed to them in the Agreement; and
WHEREAS, each of the parties to the Agreement desire to amend the
Agreement to (i) reflect a new fee arrangement between the parties and (ii) to
extend the term of the Agreement.
NOW THEREFORE, for and in consideration of the promises and the mutual
covenants herein contained, the parties hereby agree as follows:
1. AMENDMENT TO SCHEDULES TO THE AGREEMENT. All of the Schedules to the
Agreement are hereby amended and restated in their respective entireties as
set forth in Attachment 1 to this Amendment.
2. DUE AUTHORIZATION. Each of the parties hereto represents and warrants to
the other that it possesses all requisite corporate power and authority to
enter into and perform its obligations under this Amendment and that it has
taken or obtained all actions or approvals necessary or appropriate in
connection with its entering into and performing its obligations under this
Amendment.
3. 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.
4. 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.
5. 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:
Name:
Title:
SEI INVESTMENTS GLOBAL FUNDS SERVICES
------------------------------------
By:
Name:
Title:
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ATTACHMENT 1
SCHEDULE DATED DECEMBER 2, 2004
(EFFECTIVE AS OF JANUARY 1, 2005)
TO THE ADMINISTRATION AGREEMENT
DATED AS OF APRIL 1, 1999
BETWEEN
CNI CHARTER FUNDS
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
Portfolios: This Agreement shall apply to the following Portfolios of the CNI
Charter Funds, as well as any Portfolios created in the future:
Large Cap Value Equity Fund
Large Cap Growth Equity Fund
RCB Small Cap Value Fund
Technology Growth 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
Fees: Pursuant to Article 4, Section A, and subject to a minimum fee of
$90,000 for each separate series of shares, the Trust shall pay
the Administrator the following fees, calculated based upon the
aggregate average daily net assets ("ASSETS") of the Trust:
6.5 basis points on the Assets not exceeding $2.5 billion;
4.5 basis points on the Assets exceeding $2.5 billion but not
exceeding $5 billion; and
2.5 basis points of the Assets exceeding $5 billion.
Term: This Agreement shall become effective on January 1, 2005 and shall
remain in effect for an Initial Term through and until March 31,
2008, and, thereafter, for successive Renewal Terms of two (2)
years each, unless and until this Agreement is terminated in
accordance with the provisions of Article 10 hereof.
Misc.: Trust acknowledges and agrees that Administrator reserves the right
to impose a five percent (5%) per annum surcharge on a Portfolio
basis against the Portfolios in the event the Trust has not
implemented by the first anniversary of this Schedule an automated
trade ticket process with Administrator to facilitate the orderly
and timely processing of Portfolio transactions, valuations and
reconciliations. This surcharge shall be based on SEI's fee as
calculated above.
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