0001398344-11-002852 Sample Contracts

INVESTMENT MANAGER AGREEMENT
Investment Manager Agreement • December 16th, 2011 • Cni Charter Funds • Illinois

AGREEMENT made as of May 16, 2011, by and between City National Asset Management, Inc., a corporation organized under the laws of the state of California (the "Adviser") and SKBA Capital Management, LLC, a limited liability company organized under the laws of California (the "Investment Manager"), on behalf of the Diversified Equity Fund (the "Fund "), a series of CNI Charter Funds (the "Trust"):

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AMENDMENT TO TRANSFER AGENT AGREEMENT
Transfer Agent Agreement • December 16th, 2011 • Cni Charter Funds • Delaware

THIS AMENDMENT TO THE TRANSFER AGENT AGREEMENT (this “Amendment”), effective as of the 1st day of January, 2012 (the “Amendment Effective Date”), is entered into by and between SEI Institutional Transfer Agent, Inc. (“Transfer Agent” or “SEI”) and CNI Charter Funds (the “Trust”).

SHAREHOLDER SERVICES FEE LIMITATION AGREEMENT
Shareholder Services Fee Limitation Agreement • December 16th, 2011 • Cni Charter Funds • Delaware

This AGREEMENT is made this 15th day of December, 2011, between CNI Charter Funds (the “Trust”), a Delaware statutory trust, and City National Asset Management, Inc. (“CNAM, Inc.”), a California corporation.

SHAREHOLDER SERVICES FEE LIMITATION AGREEMENT
Shareholder Services Fee Limitation Agreement • December 16th, 2011 • Cni Charter Funds • Delaware

This AGREEMENT is made this 15th day of December, 2011, between CNI Charter Funds (the “Trust”), a Delaware statutory trust, and City National Bank (“CNB”), a Delaware federally chartered bank.

EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • December 16th, 2011 • Cni Charter Funds • Delaware

This AGREEMENT is made this 15th day of December, 2011, between CNI Charter Funds, a Delaware statutory trust (the “Trust”) and City National Asset Management, Inc., a California corporation (hereinafter called the “Adviser”).

EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • December 16th, 2011 • Cni Charter Funds • Delaware

This AGREEMENT is made this 15th day of December, 2011, between CNI Charter Funds (the “Trust”), a Delaware statutory trust, City National Asset Management, Inc. (“CNAM”), a California corporation, and Cove Street Capital, LLC, a Delaware limited liability company (“CSC”).

AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • December 16th, 2011 • Cni Charter Funds • Delaware

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”).

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