0001398344-12-003655 Sample Contracts

INVESTMENT MANAGER AGREEMENT
Investment Manager Agreement • November 21st, 2012 • Cni Charter Funds • Illinois

AGREEMENT made as of ______ __, 201_, 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"), on behalf of the Fixed Income Opportunities Fund (the "Fund "), a series of CNI Charter Funds (the "Trust"):

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AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • November 21st, 2012 • 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 • November 21st, 2012 • Cni Charter Funds • California

This INVESTMENT MANAGEMENT AGREEMENT made and effective as of the __ day of ______, 201_, 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.

SHAREHOLDER SERVICE PROVIDER AGREEMENT CNI CHARTER FUNDS
Shareholder Service Provider Agreement • November 21st, 2012 • Cni Charter Funds • California

City National Bank (the "CNB") is the shareholder servicing agent for CNI Charter Funds (the "Trust"), an open-end investment company registered under the Investment Company Act of 1940, as amended, and currently consisting of a number of separately managed portfolios (the "Funds"). Pursuant to a Shareholder Services Agreement between the Trust and CNB (the “Amended and Restated Shareholder Services Agreement”), CNB is authorized to retain RIM Securities, LLC, a Delaware limited liability company (the "Service Provider"), to provide the shareholder services described in Section 1 to clients of the Service Provider (the "Clients") who from time to time beneficially own shares (the "Shares") of any Fund. The Service Provider is willing to provide such services in accordance with the terms and conditions of this Agreement.

CNI CHARTER FUNDS SECOND AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • November 21st, 2012 • Cni Charter Funds

THIS SECOND AMENDMENT dated as of the [___ 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").

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