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Exhibit 23 (m)(1)
Rule 12b-1 Plan
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CNI CHARTER FUNDS
FORM OF
RULE 12B-1 DISTRIBUTION PLAN
This Rule 12b-1 Distribution Plan (the "Plan") is adopted in accordance
with Rule 12b-1 (the "Rule") under the Investment Company Act of 1940, as
amended (the "1940 Act"), by CNI CHARTER FUNDS, a Delaware business trust (the
"Trust"), with respect to each series of its shares, and each class of shares of
such series (if separate classes shall be designated) identified on SCHEDULE A
attached hereto and incorporated herein (each such series covered by this Plan,
a "Fund" and each such class, a "Class"). The Plan has been approved by a
majority of the Trust's Board of Trustees, including a majority of the Trustees
who are not interested persons of the Trust 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 the Plan and by
a majority of the shareholders of each Fund or of each Class as required by the
1940 Act.
In reviewing the Plan, the Board of Trustees considered the terms of the
Underwriting Agreement between the Trust on behalf of each Fund and SEI
Investments Distribution Co. (the "Principal Underwriter"), and the
compensation, if any, the Principal Underwriter receives from the Trust
thereunder, and the nature and amount of other payments, fees, and commissions,
if any, that may be paid to the Principal Underwriter, its affiliates, and other
agents of the Trust. The Board of Trustees, including the independent Trustees,
concluded that the proposed overall compensation of the Principal Underwriter
and its affiliates was fair and not excessive.
In its considerations, the Board of Trustees also recognized that
uncertainty may exist from time to time with respect to whether payments to be
made by the Trust to the Principal Underwriter, as the initial "Distribution
Coordinator," or to other firms under agreements with respect to a Fund or
Class, may be deemed to constitute impermissible distribution expenses. As a
general rule, an investment company may not finance any activity primarily
intended to result in the sale of its shares, except pursuant to the Rule.
Accordingly, the Board of Trustees determined that the Plan also should provide
that payments by the Trust and expenditures made by others out of monies
received from the Trust which are later deemed to be for the financing of any
activity primarily intended to result in the sale of Fund shares shall be deemed
to have been made pursuant to the Plan.
The approval of the Board of Trustees included a determination that in the
exercise of the Trustees' reasonable business judgment and in light of their
fiduciary duties, there is a reasonable likelihood that the Plan will benefit
the Trust, each Fund, each Class, and the shareholders of each. The Plan also
has been approved by a vote of at least a majority of the outstanding voting
securities of each Fund or Class, as defined in the 1940 Act, to the extent
required by the 0000 Xxx.
The provisions of the Plan are:
1. ANNUAL FEE. The Trust will pay to the Principal Underwriter, as the
Funds' Distribution Coordinator, an annual fee for the Principal Underwriter's
services in such capacity
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including its expenses in connection with the promotion and distribution of
each Fund's or Class's shares (the "Distribution Expenses"). The annual fee
paid to the Principal Underwriter under the Plan will be calculated daily and
paid monthly by each Fund or Class on the first day of each month based on
the average daily net assets of each Fund or Class, as set forth on SCHEDULE B
hereto. The fees are not tied exclusively to actual distribution and service
expenses, and the fee may exceed the expenses actually incurred.
2. EXPENSES COVERED BY THE PLAN. The fees paid under Section 1 of the
Plan may be used to pay for any expenses primarily intended to result in the
sale of shares of the Funds and Classes ("distribution services"), including,
but not limited to: (a) costs of payments, including incentive compensation,
made to agents for and consultants to the Principal Underwriter, any affiliate
of the Principal Underwriter or the Trust, including pension administration
firms that provide distribution and shareholder related services and
broker-dealers that engage in the distribution of the shares of the Funds and
Classes; (b) payments made to, and expenses of, persons who provide support
services in connection with the distribution of shares of a Fund or a Class and
servicing of shareholders of a Fund or a Class, including, but not limited to,
personnel of the Principal Underwriter and its affiliates, office space and
equipment, telephone facilities, answering routine inquiries regarding the
Funds, processing shareholder transactions and providing any other shareholder
services not otherwise provided by the Trust's transfer agency or other
servicing arrangements; (c) all payments made pursuant to any dealer agreements
between the Principal Underwriter and certain broker-dealers, financial
institutions and other service providers; (d) costs relating to the formulation
and implementation of marketing and promotional activities, including, but not
limited to, direct mail promotions and television, radio, newspaper, magazine
and other mass media advertising; (e) costs of printing and distributing
prospectuses, statements of additional information and reports of the Funds to
prospective shareholders of the Funds; (f) costs involved in preparing, printing
and distributing sales literature pertaining to the Funds; and (g) costs
involved in obtaining whatever information, analyses and reports with respect to
marketing and promotional activities that the Trust may, from time to time, deem
advisable. Such expenses shall be deemed incurred whether paid directly by the
Principal Underwriter as Distribution Coordinator or by a third party to the
extent reimbursed therefor by the Principal Underwriter.
3. WRITTEN REPORTS . The Principal Underwriter shall furnish to the
Board of Trustees of the Trust, for its review, on at least a quarterly basis, a
written report of the monies paid to it under the Plan with respect to each Fund
and each Class, and shall furnish the Board of Trustees of the Trust with such
other information as the Board of Trustees may reasonably request in connection
with the payments made under the Plan in order to enable the Board of Trustees
to make an informed determination of whether the Plan should be continued as to
each Fund or Class.
4. TERMINATION. The Plan may be terminated as to any Fund or Class at
any time, without penalty, by vote of a majority of the outstanding voting
securities of the Fund or Class or by vote of a majority of the independent
Trustees, and any dealer agreement under the Plan may be likewise terminated on
not more than sixty (60) days' written notice. The Plan will also terminate
automatically in the event of its assignment, as that term is defined in the
1940 Act. Once terminated, no further payments shall be made under the Plan.
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5. AMENDMENTS. The Plan and any dealer agreement may not be amended to
increase materially the amount to be spent for distribution and servicing of
shares of a Fund or a Class pursuant to Section 1 hereof without approval by a
majority of the outstanding voting securities of the Fund or Class. All
material amendments to the Plan and any dealer agreement entered into with third
parties shall be approved by the independent Trustees cast in person at a
meeting called for the purpose of voting on any such amendment and by the
Trust's Board of Trustees, as required by Rule 12b-1.
6. SELECTION OF INDEPENDENT TRUSTEES. So long as the Plan is in effect,
the selection and nomination of the Trust's independent Trustees shall be
committed to the discretion of such independent Trustees.
7. EFFECTIVE DATE OF PLAN. The Plan shall take effect as to a Fund or
Class at such time as it has received requisite Trustee and shareholder approval
with respect to such Fund or Class and, unless sooner terminated, shall continue
in effect for such Fund or Class for a period of more than one year from such
date of its effectiveness only so long as such continuance is specifically
approved at least annually by the Board of Trustees of the Trust, including the
independent Trustees, cast in person at a meeting called for the purpose of
voting on such continuance.
8. PRESERVATION OF MATERIALS. The Trust will preserve copies of the
Plan, any agreements relating to the Plan and any report made pursuant to
Section 3 above, for a period of not less than six years (the first two years in
an easily accessible place) from the date of the Plan, agreement or report.
9. MEANINGS OF CERTAIN TERMS. As used in the Plan, the terms
"assignment," "interested person," and "majority of the outstanding voting
securities" will be deemed to have the same meaning that those terms have under
the 1940 Act and the rules and regulations under the 1940 Act, subject to any
exemption that may be granted to the Trust under the 1940 Act by the Securities
and Exchange Commission.
This Plan and the terms and provisions thereof are hereby accepted and
agreed to by the Trust and the Principal Underwriter, as Distribution
Coordinator, as evidenced by their execution hereof, as of this ____ day of
______________, 1999.
CNI CHARTER FUNDS
By: ___________________________________________
CNI Charter Funds
By: ___________________________________________
SEI Investments Distribution Co.
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SCHEDULE A
TO THE RULE 12B-1 DISTRIBUTION PLAN
OF
CNI CHARTER FUNDS
The 12b-1 Distribution and Servicing Plan shall be applicable to the
following series and classes of shares (if separate classes of shares of such
series have been designated) of CNI Charter Funds:
Fund Classes
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1. CNI Charter Money Market Fund A and S
2. CNI Charter Government Fund A and S
3. CNI Charter California Tax-Exempt Fund A and S
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SCHEDULE B
TO THE RULE 12B-1 DISTRIBUTION PLAN
OF
CNI CHARTER FUNDS
Fund Class Annual Fee
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CNI Charter Money Market Fund A up to 0.50%
CNI Charter Money Market Fund S up to 0.50%
CNI Charter Government Fund A up to 0.50%
CNI Charter Government Fund S up to 0.50%
CNI Charter California Tax-Exempt Fund A up to 0.50%
CNI Charter California Tax-Exempt Fund S up to 0.50%
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