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Exhibit 23 (m)(2)
Form of
Share Marketing Agreement
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CNI CHARTER FUNDS
FORM OF
SHARE MARKETING AGREEMENT
EXHIBIT ONLY
___________________________________
___________________________________
___________________________________
___________________________________
Ladies and Gentlemen:
This Share Marketing Agreement has been adopted pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended (the "1940 Act"), by CNI
CHARTER FUNDS, a Delaware business trust (the "Trust"), on behalf of various
classes of the series of the Trust (each series, a "Fund"), as governed by the
terms of a Rule 12b-1 Distribution Plan (the "Plan").
The Plan has been approved by a majority of the Trustees who are not
interested persons of the Trust or the Funds and who have no direct or indirect
financial interest in the operation of the Plan (the "independent Trustees"),
cast in person at a meeting called for the purpose of voting on such Plan. Such
approval included a determination that in the exercise of the reasonable
business judgment of the Board of Trustees and in light of the Trustees'
fiduciary duties, there is a reasonable likelihood that the Plan will benefit
each class of each Fund and its shareholders. The Plan also has been approved
by a vote of at least a majority of the outstanding voting securities of each
applicable class of each applicable Fund, as defined in the 1940 Act.
1. To the extent you provide eligible shareholder services of the type
identified in the Plan to the Funds and a class (a "Class") of those Funds
identified in the attached Schedule (the "Schedule"), we shall pay you a monthly
fee based on the average net asset value of Class shares during any month which
are attributable to customers of your firm, at the rate set forth on the
Schedule.
2. In no event may the aggregate annual fee paid to you pursuant to the
Schedule exceed _______ percent of the value of the net assets of each Class of
each Fund held in your customers' accounts which are eligible for payment
pursuant to this Agreement (determined in the same manner that a Class uses to
compute its net assets as set forth in its then effective
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Prospectus), without approval by a majority of the outstanding shares of each
Class of each Fund.
3. You shall furnish us and the Trust with such information as shall
reasonably be requested by the Trust's Board of Trustees with respect to the
services performed by you and the fees paid to you pursuant to the Schedule.
4. We shall furnish to the Board of Trustees of the Trust, for their
review, on a quarterly basis, a written report of the amounts expended under the
Plan by us with respect to each Class of each Fund and the purposes for which
such expenditures were made.
5. You agree to make shares of each Class of each Fund available only (a)
to your customers or entities that you service, at the net asset value per share
next determined after receipt of the relevant purchase instruction or (b) to
each such Fund itself at the redemption price for shares of the Class, as
described in each Fund's then-effective Prospectus.
6. No person is authorized to make any representations concerning a Fund
or shares of a Fund except those contained in each Fund's then-effective
Prospectus or Statement of Additional Information and any such information as
may be released by a Fund as information supplemental to such Prospectus or
Statement of Additional Information.
7. Additional copies of each such Prospectus or Statement of Additional
Information and any printed information issued as supplemental to each such
Prospectus or Statement of Additional Information will be supplied by each Fund
to you in reasonable quantities upon request.
8. In no transaction shall you have any authority whatever to act as
agent of the Funds and nothing in this Agreement shall constitute you or the
Fund the agent of the other. You are not authorized to act as an underwriter of
shares of the Funds or as a dealer in shares of the Funds.
9. All communications to the Funds shall be sent to: SEI Investments
Distribution Co., as Distribution Coordinator for the Funds. Any notice to you
shall be duly given if mailed or telegraphed to you at your address as indicated
in this Agreement.
10. This Agreement may be terminated by you or by us, by the vote of a
majority of the Trustees of the Trust who are independent Trustees, or by a vote
of a majority of the outstanding shares of a Class of a Fund, on sixty (60)
days' written notice, all without payment of any penalty. It shall also be
terminated automatically by any act that terminates the Plan.
11. The provisions of the Plan between the Trust and us, insofar as they
relate to you, are incorporated herein by reference.
This Agreement shall take effect on the date indicated below, and the terms
and provisions thereof are hereby accepted and agreed to by us as evidenced by
our execution hereof.
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SEI Investments Distribution, Co.
Distribution Coordinator
By: EXHIBIT ONLY
__________________________
Authorized Officer
Dated: ________________________
Agreed and Accepted:
______________________________
(Name)
By: ___________________________
(Authorized Officer)
CNI CHARTER FUNDS
SCHEDULE TO SHARE MARKETING AGREEMENT
BETWEEN SEI INVESTMENTS DISTRIBUTION, CO.,
AS DISTRIBUTION COORDINATOR
AND
(Name)
Pursuant to the provisions of the Share Marketing Agreement between the
above parties with respect to CNI Charter Funds, SEI Investments Distribution,
Co., as Distribution Coordinator, shall pay a monthly fee to the above-named
party based on the average net asset value of shares of each Class of each Fund
during the previous calendar month the sales of which are attributable to the
above-named party, as follows:
FUND CLASS FEE
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