AMENDMENT TO ADMINISTRATION AGREEMENT
Exhibit
(h)(1)(vi)
AMENDMENT
TO ADMINISTRATION AGREEMENT
THIS AMENDMENT TO THE ADMINISTRATION
AGREEMENT (this “Amendment”),
effective as of the 1st day of January, 2009 (the “Amendment Effective Date”) is
entered into by and between CNI Charter Funds (the “Trust”), and SEI
Investments Global Funds Services (“Administrator”).
WHEREAS:
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1.
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Administrator
and Trust entered into an Administration Agreement, dated April 1, 1999
(the “Agreement”);
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2.
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Administrator
and Trust entered into an Amendment to Administration Agreement, dated
December 2, 2004, effective January 1,
2005;
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3.
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Administrator
and Trust further amended the Administration Agreement via an Amendment to
Administration Agreement, effective as of February 28,
2008.
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4.
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Capitalized
terms used in this Amendment but not defined in this Amendment shall have
the meanings ascribed to them in the Agreement;
and
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5.
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The
parties hereto desire to further amend the Agreement on the terms and
subject to the conditions provided
herein.
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NOW
THEREFORE, for and in consideration of the promises and the mutual covenants
herein contained, and intending to be legally bound hereby, the parties agree as
follows:
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1.
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Article
10. Article 10 of the Agreement shall be amended as
follows:
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A) The
first sentence of Article 10 is hereby deleted in its entirety and replaced as
follows:
“This
Agreement shall become effective on April 1, 2008 and shall remain in effect for
an Initial Term through and until March 31, 2012, and, thereafter, for
successive Renewal Terms of three (3) years each, unless and until this
Agreement is terminated in accordance with the provisions of Article 10
hereof.”
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B)
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A
new paragraph is hereby added to the end of Article 10 as
follows:
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“The
Trust shall have a one time right to terminate the Agreement effective March 31,
2011, upon 90 days prior written notice to the Administrator; provided, however,
in order to exercise its termination right set forth in this paragraph, the
Trust shall (i) not be in material breach of the Agreement at the time it gives
notice of such exercise or on March 31, 2011; and (ii) pay to Administrator on
or before March 31, 2011, a buyout amount equal to 150% of the total amount of
fees waived by Administrator with respect to the calendar year 2009 pursuant to
the Limited Fee Waiver (as defined in Schedule II of the
Agreement).”
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2.
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Schedule
I (List of Portfolios). Schedule I (List of Portfolios
of the Agreement is hereby deleted in its entirety and replaced as set
forth in Schedule I attached hereto and made a part
herewith.
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3.
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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.
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1
Exhibit
(h)(1)(vi)
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4.
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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.
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5.
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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.
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6.
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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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2
Exhibit
(h)(1)(vi)
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
written above.
By: /s/ Xxxxxxx X.
Xxxxx
Name: Xxxxxxx
X. Xxxxx
Title: President
SEI
INVESTMENTS GLOBAL FUNDS SERVICES
By: /s/ Xxxx
Xxxxxxxxx
Name:
Xxxx Xxxxxxxxx
Title:
SVP
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Exhibit
(h)(1)(vi)
SCHEDULE
I
DATED
JANUARY 1, 2009
TO
THE ADMINISTRATION AGREEMENT
DATED
AS OF APRIL 1, 1999
BETWEEN
AND
SEI
INVESTMENTS GLOBAL FUNDS SERVICES
List of
Portfolios
Large Cap
Growth Equity Fund
Large Cap
Value Equity Fund
RCB 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
AHA
Diversified Equity Fund
AHA
Limited Maturity Fixed Income Fund
AHA Full
Maturity Fixed Income Fund
AHA
Balanced Fund
AHA
Socially Responsible Equity Fund
Opportunistic
Value Fund
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Exhibit
(h)(1)(vi)
SCHEDULE
II
DATED
JANUARY 1, 2009
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 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 mutually agree in writing to adjustments to the 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):
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Trust
Assets
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Basis
Points
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First
$2.5 billion in aggregate net assets
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6.5
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Next
$2.5 billion in aggregate net assets
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4.5
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Next
$2.5 billion in aggregate net assets
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2.5
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Aggregate
net assets in excess of $7.5 billion
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2.0
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Annual Minimum Fee (calculated
and paid on a monthly basis):
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Portfolios
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Annual
Minimum Fee
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Large
Cap Growth Equity Fund
Large
Cap Value Equity Fund
RCB
Small Cap Value Fund
Multi-Asset
Fund
Corporate
Bond Fund
Government
Bond Fund
California
Tax Exempt Bond Fund
High
Yield Bond Fund
Prime
Money Market Fund
Government
Money Market Fund
California
Tax Exempt Money Market Fund
AHA
Diversified Equity Fund
AHA
Limited Maturity Equity Fund
AHA
Full Maturity Equity Fund
AHA
Balanced Fund
AHA
Socially Responsible Equity Fund
Opportunistic
Value Fund
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$
90,000/Portfolio
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5
Exhibit
(h)(1)(vi)
Limited Duration Money
Market Fund Fee Waiver:
During
the period beginning January 1, 2009 and ending December 31, 2009, 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 15% of Administrator’s calculated monthly fee
applicable to each Money Market Fund for each month during 2009.
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 2009
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 2009 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 2009, 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 2009
are $1,000,000 and an aggregate total of $450,000 of such fees are
waived (thus, for purposes of this example, the “Waived Percentage” equals 45%)
to maintain the January 2009 yield floor, then Administrator will waive 40% of
the 45% Waived Percentage, subject to the 15% Limited Fee Waiver maximum
described above, making the Limited Fee Waiver for the Government Money Market
Fund in January 2009, 15% of Administrator’s calculated monthly fee (40% x 45%
Waived Percentage = 18%, thus 15% 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]
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