0001398344-13-002141 Sample Contracts

INVESTMENT MANAGER AGREEMENT
Investment Manager Agreement • April 30th, 2013 • Cni Charter Funds • Illinois

AGREEMENT made as of March 28, 2013, by and between Rochdale Investment Management LLC, a limited liability company organized under the laws of the state of Delaware (the "Adviser") and GML Capital LLP, a limited liability partnership organized under the laws of the United Kingdom (the "Investment Manager"), on behalf of the Fixed Income Opportunities Fund (the "Fund "), a series of CNI Charter Funds (the "Trust"):

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FORM OF ROCHDALE EMERGING MARKETS (MAURITIUS) INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 30th, 2013 • Cni Charter Funds • California

This INVESTMENT MANAGEMENT AGREEMENT made and effective as of the ___th day of _________, 2013, by and between ROCHDALE EMERGING MARKETS (MAURITIUS) (hereinafter called the “Fund”), a company organized under laws of Mauritius, and ROCHDALE INVESTMENT MANAGEMENT LLC (hereinafter called the “Adviser”), a limited liability company organized under laws of the State of Delaware.

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • April 30th, 2013 • Cni Charter Funds • Delaware

THIS AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this “Agreement”) is made as of this 1st day of January, 2013, (“Effective Date”) by and between CNI CHARTER FUNDS, a Delaware statutory trust (the "Trust") and SEI INVESTMENTS GLOBAL FUNDS SERVICES (the "Administrator"), a Delaware statutory trust.

CNI CHARTER FUNDS INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 30th, 2013 • Cni Charter Funds • California

This INVESTMENT MANAGEMENT AGREEMENT made and effective as of the 28 day of March, 2013, by and between CNI CHARTER FUNDS, a Delaware statutory trust (hereinafter called the “Trust”), on behalf of each series of the Trust listed in Appendix A hereto, as such Appendix may be amended from time to time (each series hereinafter referred to individually as a “Fund” and collectively as the “Funds”) and Rochdale Investment Management LLC (hereinafter called the “Adviser”), a limited liability company organized under laws of the State of Delaware.

CNI CHARTER FUNDS FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • April 30th, 2013 • Cni Charter Funds

THIS FIRST AMENDMENT, effective as of the 1st day of January, 2012, to the Custody Agreement dated as of August 1, 2011 (the “Custody Agreement”), is entered into by and between CNI Charter Funds, a Delaware trust (the "Trust") and U.S. Bank, N.A., a national banking association (the "Custodian").

INVESTMENT MANAGER INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2013 • Cni Charter Funds • Pennsylvania

This INVESTMENT MANAGER INVESTMENT SUB-ADVISORY AGREEMENT (this “Agreement”) made as of March 28, 2013, by and between Rochdale Investment Management LLC, a limited liability company organized under the laws of the state of Delaware (the "Adviser") and Federated Investment Management Company, a Delaware statutory trust (the "Investment Manager"), with respect to the Fixed Income Opportunities Fund (the "Fund "), a series of CNI Charter Funds (the "Trust"):

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 30th, 2013 • Cni Charter Funds • Wisconsin

THIS AGREEMENT is entered into as of January 1, 2013 by and between CNI CHARTER FUNDS, a Delaware trust (the “Trust”), acting for and on behalf of each series as are currently authorized and issued by the Trust or may be authorized and issued by the Trust subsequent to the date of this Agreement (each a “Fund” and collectively the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

AML AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • April 30th, 2013 • Cni Charter Funds

CNI Charter Funds (the “Trust”) and SEI Investments Distribution Co. (“SIDCO”) are parties to an agreement dated as of April 1, 1999 (the “Agreement”) under which SIDCO serves as the Trust’s principal underwriter.

DISTRIBUTION AGREEMENT
Distribution Agreement • April 30th, 2013 • Cni Charter Funds • Delaware

THIS AGREEMENT is made as of this 1st day of April, 1999, between CNI CHARTER FUNDS (“the Trust”), a Delaware business trust and SEI INVESTMENTS DISTRIBUTION CO. (the "Distributor"), a Pennsylvania corporation.

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