fp0004066_ex9928h2ix.htm

AMENDMENT TO TRANSFER AGENT AGREEMENT

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”).

WHEREAS:

A.	Transfer Agent and the Trust entered into a Transfer Agent Agreement, dated April 1, 1999, as amended (the “Agreement”), pursuant to which, among other things, Transfer Agent agreed to provide certain services on behalf of the Trust; and

B.	The parties hereto desire to further amend the Agreement on the terms and subject to the conditions provided herein.

NOW THEREFORE, in consideration of the premises, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:

1.	Article 3. Article 3 of the Agreement is hereby deleted in its entirety and replaced with the following:

ARTICLE 3. Compensation of the Transfer Agent

(A)

Transfer Agent. For the services to be rendered, the facilities furnished and the expenses assumed by the Transfer Agent pursuant to this Agreement, the Trust shall pay to the Transfer Agent compensation at an annual rate specified in Schedule B which is attached hereto and made a part of this Agreement. Such compensation shall be accrued daily, and paid to the Transfer Agent monthly.

If this Agreement becomes effective subsequent to the first day of a month or terminates before the last day of a month, the Transfer Agent’s compensation for that part of the month in which this Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth above. Payment of the Transfer Agent’s compensation for the preceding month shall be made promptly.

Transfer Agent agrees to waive a portion of its fees under the Agreement, as detailed in Schedule B to the Agreement, through January 31, 2013, so long as Transfer Agent’s affiliate, SEI Investments Global Fund Services, continues to serve as the administrator for the Trust and its Portfolios. This undertaking shall not affect the Trust’s obligation to pay for out-of-pocket expenses incurred by the Trust on behalf of the Portfolios. Commencing on February 1, 2008, the Transfer Agent shall receive fees from the CSC Small Cap Value Fund with respect to its Class R shares, as reimbursement for the fees paid by the Transfer Agent to the sub-transfer agent providing services to Class R. For purposes of clarity, the obligation of the CSC Small Cap Value Fund to pay such fees to the Transfer Agent shall terminate upon the liquidation or reorganization of the Fund into a series of an investment company other than the Trust. Notwithstanding Transfer Agent’s undertaking to waive a portion of its fees, if the Trust establishes new portfolios or modifies existing Portfolios such that they require services that necessitate Transfer Agent’s delegation of any or all of its obligations to a sub-transfer agent, the Trust shall be responsible for the costs of the services provided by such sub-transfer agent.

(B)

Survival of Compensation Rights. All rights of compensation under this Agreement for services performed as of the termination date shall survive the termination of this Agreement.

2.	Article 6. The first sentence of Article 6 of the Agreement is deleted in its entirety and replaced as follows:

This Agreement shall remain in effect until March 31, 2015 and shall renew for successive one-year terms so long as such continuance is approved by the vote of a majority of the Trustees of the Trust. Each party reserves the right to terminate this Agreement if the Administration Agreement is terminated for any reason.

3.	Schedule B. Schedule B of the Agreement is hereby deleted in its entirety and replaced with the Schedule B attached hereto.

4.	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.

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.

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.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

CNI CHARTER FUNDS


By:
Name:
Title:

SEI INVESTMENTS MANAGEMENT CORPORATION


By:
Name:
Title:

SCHEDULE B DATED JANUARY 1, 2012

TO TRANSFER AGENT AGREEMENT DATED APRIL 1, 1999

BETWEEN

CNI CHARTER FUNDS

AND

SEI INVESTMENTS FUND MANAGEMENT

Pursuant to Article 3, Section A, the Trust shall pay the Transfer Agent Compensation as follows:

Fees are waived on the initial 27 CUSIPS. For all additional CUSIPS, fees are billable on a monthly basis at the rate of 1/12 of the annual fee, which is $15,000 a year per CUSIP and allocated over the Trust’s aggregate net assets

This annual charge includes:

Omnibus transactions processing and reconciliation

Transaction reconciliation with custodian

Transmission monitoring and processing

System accessibility

On-going support

Production and maintenance of system reports

“Help Desk” for bank systems users

Processing of incoming and outgoing interfaces (bank and custodian)

NAV and dividend rate nightly updates

Month end dividend processing

Capital gains processing, if needed

Production of confirms and statements

Transmission of print files to bank

Production, printing and storage of system reports

Maintenance of system security records and passwords

Maintenance of all system tables

Maintenance of all dealer files

Production of monthly 12(b)-1

Out of Pocket Expenses:

Out-of-pocket expenses will include but are not limited to confirmation production, postage, forms, stationery, offsite storage, voice response system, telephone, microfilm, microfiche, shareholder telephone calls, shareholder letters, proxy solicitations, and expenses incurred at the specific direction of the Trust such as custom programming.