EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
EXPENSE
LIMITATION AND
REIMBURSEMENT
AGREEMENT
This
AGREEMENT is made this 28th day of January, 2009, between CNI Charter Funds, a
Delaware statutory trust (the “Trust”) and CCM Advisors, LLC, a Delaware limited
liability company (hereinafter called the “Adviser”).
W I T N E
S S E T H
WHEREAS,
the Adviser has entered into an Investment Management Agreement with the Trust,
pursuant to which the Adviser agrees to provide, or arrange for the provision
of, investment advisory and management services to the Trust; and
WHEREAS,
the Trust and the Adviser believe that capping the total expenses of shares of
each series of the Trust listed in Appendix A to this Agreement (a “Fund”) is in
the best interests of the Fund;
NOW,
THEREFORE, the parties hereto do hereby agree as follows:
1. Limit on Operating Expenses.
The Adviser hereby agrees to limit each Fund’s Operating Expenses to the
respective annual rate of total Operating Expenses specified for that Fund in
Appendix A of this Agreement (an “Expense Cap”).
2. Definition. For
purposes of this Agreement, the term “Operating Expenses” with respect to a Fund
is defined to include all expenses necessary or appropriate for the operation of
the Fund, including the Adviser’s investment advisory or management fee as
described in the Investment Management Agreement, but does not include any
front-end or contingent deferred loads, taxes, interest, brokerage commissions,
acquired fund fees or expenses, or extraordinary expenses such as
litigation.
3. Reimbursement of Fees and
Expenses. The Adviser, pursuant to the Investment Management
Agreement, retains its right to receive reimbursement of reductions of its
investment advisory fee and Operating Expenses paid by it that are not its
responsibility as described in the Investment Management Agreement.
4. Recoupment
Balance. Any fee reduced by the Adviser, or Operating Expenses
paid by it (collectively, “subsidies”), pursuant to this Agreement may be
reimbursed by a Fund to the Adviser no later than the end of the third fiscal
year following the year to which the subsidy relates if the aggregate expenses
for that period do not exceed an Expense Cap in effect at the time the subsidies
were incurred or any more restrictive limitation to which the Adviser has agreed
(subsidies available for reimbursement to the Adviser under this paragraph are
collectively referred to as the “Recoupment Balance”) and the Board of Trustees
approves the reimbursement. The Adviser generally shall seek
reimbursement on a rolling three-year basis whereby the oldest subsidies are
recouped first. The Adviser may not request or receive reimbursement
of the Recoupment Balance before payment of the Fund’s operating expenses for
the current year and cannot cause the Fund to exceed an Expense Cap or any other
agreed upon expense limitation for that year in making such
reimbursement. The Adviser agrees not to request or seek
reimbursement of subsidized Operating Expenses that are no longer eligible for
reimbursement.
5. Term. This
Agreement shall continue in effect until January 28, 2010 unless sooner
terminated in accordance with Section 6 herein.
6. Termination. This
Agreement may be terminated at any time by the Trust on behalf of any one or
more of the Funds or by the Board of Trustees of the Trust, upon sixty (60)
days’ written notice to the Adviser without payment of any penalty and shall
automatically terminate upon the termination of the Investment Management
Agreement.
7. Assignment. This
Agreement and all rights and obligations hereunder may not be assigned without
the written consent of the other party.
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 | CCM ADVISORS, LLC | ||
| By: |
/s/ Xxxxxxx X. Xxxxx
|
By: |
/s/ Xxxxxxx X.
Xxxxxxx
|
| Name: | Xxxxxxx X. Xxxxx | Name: | Xxxxxxx X. Xxxxxxx |
| Title: | President | Title: | Managing Director |
2
SCHEDULE
A
The
annualized expenses of each of the following Funds will be limited to the
following annual rate of average daily net assets shown below:
|
Fund
|
Class A
|
|
|
AHA
Limited Maturity Fixed Income Fund
|
1.25%
|
|
|
AHA
Full Maturity Fixed Income Fund
|
1.25%
|
|
|
AHA
Diversified Equity Fund
|
1.50%
|
|
|
AHA
Socially Responsible Equity Fund
|
1.50%
|
|
|
Fund
|
Institutional Class
|
|
|
AHA
Limited Maturity Fixed Income Fund
|
1.00%
|
|
|
AHA
Full Maturity Fixed Income Fund
|
1.00%
|
|
|
AHA
Balanced Fund
|
1.00%
|
|
|
AHA
Diversified Equity Fund
|
1.25%
|
|
|
AHA
Socially Responsible Equity Fund
|
1.25%
|
3
