EXHIBIT (H)(3)
AMENDMENT TO TRANSFER AGENCY AGREEMENT
AMENDMENT made as of March 8, 2007, and effective March 1, 2007, to that
certain Transfer Agency Agreement, dated as of March 1, 2004, as amended (the
"Agreement"), between CITIZENS FUNDS (the "Trust"), a Massachusetts business
trust, having its principal place of business at Xxx Xxxxxxx Xxxxx, Xxxxx 000,
Xxxxxxxxxx, Xxx Xxxxxxxxx 00000, and BISYS FUND SERVICES OHIO, INC. ("BISYS"),
an Ohio corporation having its principal place of business at 0000 Xxxxxxx Xxxx,
Xxxxxxxx, XX 00000.
WHEREAS, the parties entered into that certain letter amendment, dated as
of December 21, 2006 (the "Letter Amendment") to, inter alia, extend the term of
the Agreement; and
WHEREAS, the parties wish to amend the Agreement to extend the term of the
Agreement, to amend the fees, and to terminate the Letter Amendment.
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. AMENDMENTS.
(a) Section 5 of the Agreement is hereby amended by deleting the first
paragraph in its entirety and replacing it with the following:
"This Agreement shall continue in effect until February 28, 2009 (the
"Initial Term"). Thereafter, unless otherwise terminated as provided
herein, this Agreement shall be renewed automatically for successive one
year periods ("Rollover Periods"). This Agreement may be terminated only
(i) by provision of a notice of non-renewal in the manner set forth below,
(ii) by mutual agreement of the parties, (iii) for "cause," as defined
below, upon the provision of sixty (60) days' advance written notice by the
party alleging cause, or (iv) by either party, upon a minimum of 120 days'
advance written notice to the other, in the event the Board of the Trust
approves a reorganization of the Trust due to a change in control, or the
Board of Directors of Citizens' Advisers, Inc. ("Citizens") approves a
change in control of Citizens; provided, however, that if no such
reorganization or change in control shall actually occur after the Trust
exercises such option to terminate this Agreement, the termination shall be
null and void. Written notice of non-renewal in accordance with paragraph 1
(i) above must be provided at least one hundred twenty (120) days prior to
the end of the Initial Term or any Rollover Period, as the case may be.
For purposes of this Agreement, a "change in control" means any of the
following: (i) a merger or consolidation of Citizens with or into any other
corporation or other business entity; (ii) a sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all or
substantially all of Citizens' assets; (iii) the acquisition by any person
or any group of persons acting in any transaction or series of related
transactions, of the number of shares of Citizens' voting stock which
results in such person or group of persons owning beneficially, directly or
indirectly, immediately after such transaction or series of transactions,
more than 50% of the combined voting power of the voting stock of Citizens;
or (iv) any final and complete liquidation, dissolution or winding up of
Citizens (whether voluntary or involuntary) that is not a reorganization of
Citizens."
(b) Schedule C to the Agreement is hereby deleted and replaced with
Schedule C attached hereto.
(c) The Trust hereby acknowledges that Citizens Advisers, Inc. (the
"Adviser") is providing certain shareholder services, as more particularly
described in that certain letter agreement dated December 1, 2000, executed by
BISYS and the Adviser and attached hereto as Exhibit A. The Trust hereby
approves of the provision of such services by the Adviser and acknowledges that
the Adviser shall not be deemed a Sub-Transfer Agent of BISYS for purposes of
the Agreement.
2. TERMINATION OF LETTER AMENDMENT.
The parties agree that the Letter Amendment is hereby terminated and of no
further force and effect.
3. REPRESENTATIONS.
(a) The Trust represents that it has full power and authority to enter into
and perform this Amendment and that this Amendment has been presented to the
Trust's Board of Trustees and that the Board of Trustees has approved this
Amendment.
(b) BISYS represents that it has full power and authority to enter into and
perform this Amendment.
4. MISCELLANEOUS.
(a) This Amendment supplements and amends the Agreement. The provisions set
forth in this Amendment supersede all prior negotiations, understandings and
agreements bearing upon the subject matter covered herein, including any
conflicting provisions of the Agreement or any provisions of the Agreement that
directly cover or indirectly bear upon matters covered under this Amendment.
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(b) Each reference to the Agreement in the Agreement (as it existed prior
to this Amendment) and in every other agreement, contract or instrument to which
the parties are bound, shall hereafter be construed as a reference to the
Agreement as amended by this Amendment. Except as provided in this Amendment,
the provisions of the Agreement remain in full force and effect (including,
without limitation, the term of the Agreement). No amendment or modification to
this Amendment shall be valid unless made in writing and executed by both
parties hereto.
(c) Section headings in this Amendment are included for convenience only
and are not to be used to construe or interpret this Amendment.
(d) This Amendment may be executed in counterparts, each of which shall be
an original but all of which, taken together, shall constitute one and the same
agreement.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
CITIZENS FUNDS
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Treasurer
BISYS FUND SERVICES OHIO, INC.
By: /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Title: President
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SCHEDULE C
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN CITIZENS FUNDS
AND BISYS FUND SERVICES OHIO, INC.
DATE: MARCH 1, 2007
ANNUAL FEES
Base annual Trust fee $15,000 x the number of Funds
Per open account
For each of the first 40,000 accounts $ 20.00
For each account >40,00 -60,000 $ 19.00
For each account >60,000 $ 17.00
Per closed account $ 2.50
AML SERVICES
Annual program servicing $ 7,000
(to be billed in equal monthly amounts
of $583.33)
System costs
Early Warning annual fee $575.00
Early Warning per record cost $ 0.22
(for new account* registration
review-- does not apply to Network
Level III accounts)
Equifax--per request cost $ 5.00
* CHANGES TO ACCOUNT REGISTRATION INFORMATION OR OTHER ACCOUNT-RELATED
INFORMATION MAY RESULT IN CHARACTERIZING THE ACCOUNT AS A "NEW ACCOUNT" FOR
THESE PURPOSES.
OUT-OF-POCKET EXPENSES
Notwithstanding the provisions of Section 3 of this Agreement, the following
charges are allocated as described below:
The Trust shall pay BISYS expenses (as charged to BISYS unless otherwise noted)
for (or the successor or replacement for any specific vendor noted):
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CPU charges: $300 per months hall cover (i) Debit Card In-Bound, (ii) Debit Card
Out-Bound, (iii) Citizens A1 (FISC file), and (iv) Citizens Monthly Statistical
Report. Any additional files will be priced separately and subject to prior
approval of the Trust. In addition, any system development projects will follow
the documented current protocol with regard to estimates, approval and payment.
DST Output (media for confirmations and tax statements)
Fifth Third Bank Charges (custodian/DDA cash management/BAI file costs),
provided that transact reporting will not be charged to the Trust.
Telecommunication Charges (T-1 cable access, routers, etc.), provided that when
the Trust moves to its new location BISYS will no longer cover the costs of a
second T-1 line.
Union Bank of California (NSCC clearing)
BISYS shall not charge the Trust for expenses from the following vendors or
their successors or replacements:
Xerox Federal Express
Shred-it XO Communications
USPS Presort America
Standard Register Safeguard business Systems
AT&T Information Management Services (toner)
Ikon International Mailing Systems
DHL Xxxxxx Business Forms
Airborne Rainbow Express
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