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EXHIBIT 23(h)(3)
SHAREHOLDER SERVICES AGREEMENT
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CNI CHARTER FUNDS
AMENDED AND RESTATED
SHAREHOLDER SERVICES AGREEMENT
THIS AMENDED AND RESTATED SHAREHOLDER SERVICES AGREEMENT (this
"Agreement") is made as of the ____ day of _____, 2001, 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 "CNB").
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 CNB to itself provide or to compensate other service
providers who themselves provide certain services described herein to clients
("Clients") who from time to time beneficially own shares ("Shares") of any of
the Funds, and CNB is willing to itself provide or to compensate other service
providers for providing such shareholder services in accordance with the terms
and conditions of this Agreement.
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
CNB to itself provide or to enter into written agreements in the form attached
hereto with other service providers pursuant to which such other service
providers will provide the shareholder services specified in Section 2 to those
Clients who may from time to time beneficially own Shares of the Funds. CNB
accepts the appointment and agrees to itself provide or to compensate such other
service providers who themselves provide those shareholder services in return
for compensation as provided in Section 6 of this Agreement. CNB 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. CNB and
each 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 Client inquiries;
(b) processing purchases and redemptions of shares of the funds,
including reinvestment of dividends;
(c) assisting Clients in changing dividend options, account
designations and addresses;
(d) transmitting proxy statements, annual reports, prospectuses,
and other correspondence from the Funds to Clients (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 CNB or the service provider or its
nominees; and
(e) providing such other information and assistance to Clients as
may be reasonably requested by such Clients.
CNB and each 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. In the performance of the duties hereunder,
CNB 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, CNB 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 CNB, 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. CNB 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 Clients. 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 CNB 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. CNB and each service provider shall, for
all purposes herein, be deemed to be an independent contractor, and CNB and each
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 CNB under
the provisions of this Agreement are not to be deemed exclusive, and CNB 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, CNB during the term of this Agreement, each Fund
will pay to CNB and CNB will pay to each 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. The service fee shall be accrued daily by
the Funds and paid to CNB on a monthly basis.
7. Indemnification.
(a) CNB 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 CNB 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 CNB's own willful misfeasance,
bad faith, negligence or reckless disregard of the duties and
obligations under this Agreement.
(b) CNB shall provide such security as is necessary to prevent
unauthorized use of any on-line computer facilities. CNB
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 CNB, its officers, employees or agents
regarding the redemption, transfer or registration of the
Fund's shares for accounts of its Clients. Officers of CNB
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 CNB,
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 CNB on 60 days' prior written notice to the other.
CNB'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) CNB 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. CNB agrees that
each Fund's obligations under this Agreement shall be limited
to the Fund and to its assets, and that neither CNB shall seek
satisfaction of any such obligation from 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: By:
Name: 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
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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 __, 2001
CNI CHARTER FUNDS
EXHIBIT A
FUNDS COVERED BY THE
SHAREHOLDER SERVICES AGREEMENT
Name of Fund Annual Service Fee Rate
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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%
RCB Small Cap Value Fund 0.25%
Dated: August 2, 2001
