CNI CHARTER FUNDS

SECOND AMENDMENT TO THE

CUSTODY AGREEMENT

THIS SECOND AMENDMENT dated as of the 20th day of November, 2012, to the Custody Agreement dated as of August 1, 2011, as amended January 1, 2012 (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").

RECITALS

WHEREAS, the parties have entered into the Custody Agreement; and

WHEREAS, the parties desire to amend the list of series of the Trust subject to the Custody Agreement; and

WHEREAS, Article XV, Section 15.02 of the Custody Agreement allows for its amendment by written agreement of the parties;

NOW, THEREFORE, the parties agree as follows:

Exhibit C is superseded and replaced with Amended Exhibit C attached hereto.

Except to the extent amended hereby, the Custody Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

CNI CHARTER FUNDS		U.S. BANK, N.A.
By:	/s/Richard Gershen	By:	/s/Michael R. McVoy
Printed Name:   Richard Gershen		Printed Name:   Michael R. McVoy
Title:	President and CEO	Title:	Senior Vice President

Amended Exhibit C to the Custody Agreement – CNI Charter Funds

Fund Names

Separate Series of CNI Charter Funds

Diversified Equity Fund

Large Cap Growth Equity Fund

Socially Responsible Equity Fund

Large Cap Value Equity Fund

US Core Equity Fund (effective 11/30/12)

Multi Asset Fund

Limited Maturity Fixed Income Fund

Corporate Bond Fund

Government Bond Fund

California Tax Exempt Bond Fund

Full Maturity Fixed Income Fund

High Yield Bond Fund

California Tax Exempt Money Market Fund

Government Money Market Fund

Prime Money Market Fund

Emerging Markets Fund (formerly Rochdale Emerging Markets Portfolio)

(Effective as of the close of the reorganization of Rochdale Investment Trust into the Trust (the “Reorganization”))

Fixed Income Opportunities Fund (formerly Rochdale Fixed Income Opportunities Portfolio)

(Effective as of the Reorganization)

Dividend and Income Fund (formerly Rochdale Dividend and Income Portfolio)

(Effective as of the Reorganization)

Intermediate Fixed Income Fund (formerly Rochdale Intermediate Fixed Income Portfolio)

(Effective as of the Reorganization)

Large Growth Fund (formerly Rochdale Large Growth Portfolio)

(Effective as of the Reorganization)

Large Value (formerly Rochdale Large Value Portfolio)

(Effective as of the Reorganization)