AMENDMENT TO ADMINISTRATION AGREEMENT
AMENDMENT TO ADMINISTRATION AGREEMENT
THIS AMENDMENT TO THE ADMINISTRATION AGREEMENT (this “Amendment”), effective as of the 1st day of January, 2012 (the “Amendment Effective Date”), is entered into by and between CNI Charter Funds (the “Trust”), and SEI Investments Global Funds Services (“Administrator”).
WHEREAS:
|
A.
|
Administrator and Trust entered into an Administration Agreement, dated April 1, 1999, as amended (the “Agreement”), pursuant to which, among other things, the Administrator agreed to provide certain administration services on behalf of the Trust; and
|
|
B.
|
The parties hereto desire to further amend the Agreement on the terms and subject to the conditions provided herein.
|
NOW THEREFORE, in consideration of the premises, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:
|
1.
|
Article 10. Article 10 of the Agreement is hereby deleted in its entirety and replaced as set forth below:
|
ARTICLE 10. Duration and Termination of This Agreement. This Agreement shall remain in effect through and until March 31, 2015 (the “Initial Term”), and, thereafter, for successive terms (each, a “Renewal Term”) of three (3) years each, unless and until this Agreement is terminated in accordance with the provisions of Article 10 hereof. This Agreement may be terminated only: (a) by the mutual written agreement of the parties; (b) by either party hereto on 90 days’ written notice, as of the end of the Initial Term or the end of any Renewal Term; (c) by either party hereto on such date as is specified in written notice given by the terminating party, in the event of a material breach of this Agreement by the other party, provided the terminating party has notified the other party of such breach at least 45 days prior to the specified date of termination and the breaching party has not remedied such breach by the specified date; (d) effective upon the liquidation of the Administrator; or (e) as to any Portfolio or the Trust, effective upon the liquidation of such Portfolio or the Trust, as the case may be. For purposes of this Article 10, the term “liquidation” shall mean a transaction in which the assets of the Administrator, the Trust or a Portfolio are sold or otherwise disposed of and proceeds therefrom are distributed in cash to the shareholders in complete liquidation of the interests of such shareholders in the entity.
This Agreement shall not be assignable by the Administrator, without the prior written consent of the Trust, except to an entity that is controlled by, or under common control with, the Administrator.
Notwithstanding the provisions set forth in the first paragraph of this Article 10, the Trust shall have the right to terminate the Agreement effective as of March 31 of each year during which the Agreement is in effect, solely on the terms set forth in this paragraph, provided, however, that in order for any such termination to be effective, the Trust shall: (i) not be in material breach of the Agreement at the time it gives notice of intent to terminate or on the respective effective date of such termination;
1
and (ii) pay to Administrator on or before the respective termination date the applicable buyout amount specified below.
The Trust shall have the right to terminate the Agreement effective March 31 of any calendar year, by providing 90 days prior written notice to the Administrator and paying to Administrator on or before the effective date of such termination a buyout amount equal to the lesser of (1) 150% of the total amount of fees waived by the Administrator pursuant to the Limited Fee Waiver (as defined in Schedule II) during the term of this Agreement, and (2) the amount of fees that would otherwise have been payable to the Administrator during the remainder of the then current term, whether such term is the Initial Term or any three year Renewal Term thereafter. For purposes of item (2) of the preceding sentence, the parties shall calculate the amount of fees that would otherwise have been payable to the Administrator in accordance with Schedule II, and the Asset Based Fees shall be calculated using the average aggregate net assets of the Trust during the twelve months immediately preceding the Administrator’s receipt of the termination notice required herein. For purposes of clarity, in the event of the liquidation or reorganization of a single Portfolio into another series of the Trust or any other investment company prior to the end of the then current term, such Portfolio shall not be included in the calculation of the Annual Minimum Fee in accordance with item (2) above, effective upon the date of such liquidation.
|
2.
|
Schedule II (Schedule of Fees). Schedule II (Schedule of Fees) of the Agreement is hereby deleted in its entirety and replaced as set forth in the Schedule II attached hereto and made a part herewith.
|
|
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.
|
2
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
By: _______________________________
Name:
Title:
SEI INVESTMENTS GLOBAL FUNDS SERVICES
By: _______________________________
Name: Xxxx Xxxxxxxxx
Title: Senior Vice President
3
SCHEDULE II
DATED JANUARY 1, 2012
TO THE ADMINISTRATION AGREEMENT
DATED AS OF APRIL 1, 1999
BETWEEN
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 calculated 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 shall mutually agree in writing to adjustments to the fees and 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):
|
Trust Assets
|
Annual Fee
(in Basis Points) |
|
First $2.5 billion in aggregate net assets
|
6.5
|
|
Next $2.5 billion in aggregate net assets
|
4.5
|
|
Next $2.5 billion in aggregate net assets
|
2.5
|
|
Aggregate net assets in excess of $7.5 billion
|
2.0
|
Annual Minimum Fee (calculated and paid on a monthly basis):
|
Portfolios
|
Annual Minimum Fee
|
|
Large Cap Growth Equity Fund
Large Cap Value Equity Fund CSC 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 Diversified Equity Fund Limited Maturity Equity Fund Full Maturity Equity Fund Socially Responsible Equity Fund |
$ 90,000/Portfolio
|
Limited Duration Money Market Fund Fee Waiver:
The Trust and the Administrator hereby agree to extend through December 31, 2012, the Limited Fee Waiver (as defined below), which was in effect for the duration of the calendar years 2009, 2010 and 2011. In the event that the parties mutually agree to extend the Limited Fee Waiver after December 31, 2012, the then current term of the Agreement pursuant to Section 10 shall simultaneously be extended by a period equal to the extension of such Limited Fee Waiver.
4
Accordingly, during the period beginning January 1, 2012 and ending December 31, 2012, and only with respect to the Prime Money Market Fund, Government Money Market Fund and California Tax Exempt Money Market Fund (each a “Money Market Fund” or collectively the “Money Market Funds”), Administrator hereby agrees to voluntarily waive a pro rata portion of its monthly fees (the “Limited Fee Waiver”) in the manner set forth herein. For purposes of the foregoing, the Limited Fee Waiver shall be equal to 40% of the aggregate Waived Percentage, subject to the maximum set forth herein. As used herein, the “Waived Percentage” means the percentage of contractual shareholder servicing fees, 12(b)-1 fees, and investment management fees that are waived by CNAM, Inc., its parent company, and affiliated companies, to the Money Market Funds as necessary to maintain yield floors with respect to each Money Market Fund (such amounts to be calculated by Administrator); provided, however, that the Limited Fee Waiver shall be subject to a maximum of 22.5% of Administrator’s calculated monthly fee applicable to each Money Market Fund for each month during 2012.
For example, if the aggregate contractual shareholder servicing fees, 12(b)-1 fees, and investment management fees for the Prime Money Market Fund in January 2012 are $1,000,000 and an aggregate total of $250,000 of such fees are waived (thus, for purposes of this example, the “Waived Percentage” equals 25%) to maintain the January 2012 yield floor, then Administrator will waive 40% of the 25% Waived Percentage, making the Limited Fee Waiver for the Prime Money Market Fund in January 2012, 10% of Administrator’s calculated monthly fee (40% x 25% Waived Percentage = 10%).
Similarly, if the aggregate contractual shareholder servicing fees, 12(b)-1 fees, and investment management fees for the Government Money Market Fund in January 2012 are $1,000,000 and an aggregate total of $600,000 of such fees are waived (thus, for purposes of this example, the “Waived Percentage” equals 60%) to maintain the January 2012 yield floor, then Administrator will waive 40% of the 60% Waived Percentage, subject to the 22.5% Limited Fee Waiver maximum described above, making the Limited Fee Waiver for the Government Money Market Fund in January 2012, 22.5% of Administrator’s calculated monthly fee (40% x 60% Waived Percentage = 24%, thus 22.5% maximum applies).
Call Center Services:
Provide incoming support to prospective investors, shareholders and their financial representatives through telephone and email contacts. Each contact (whether by telephone, Interactive Voice Response or email) in excess of 1,000 contacts per month shall be subject to an additional charge of $10.
[END OF SCHEDULE]
5
