EXHIBIT (H)(6)
AMENDMENT TO FUND ACCOUNTING AGREEMENT
AMENDMENT made as of March 8, 2007, and effective March 1, 2007, to that
certain Fund Accounting Agreement, dated as of August 18, 2003, as amended (the
"Agreement"), between CITIZENS FUNDS (the "Trust"), a Massachusetts business
trust, having its principal place of business at 000 Xxxxxxxx Xxx, 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 terminate the Letter
Amendment, extend the term of the Agreement, and include provisions relative to
the provision of additional services in connection with the valuation of
securities held in certain Funds' portfolios.
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. TERM.
Section 6 of the Agreement is hereby amended by deleting the first
paragraph in its entirety and replacing it with the following:
"This Agreement shall become effective as of August 1, 2003 and
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 that 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."
2. TERMINATION OF LETTER AMENDMENT.
The parties agree that the Letter Amendment is hereby terminated and of no
further force and effect.
3. SERVICES AS FUND ACCOUNTANT.
Section 1(b)(i) and (ii) of the Agreement is hereby deleted in its entirety
and replaced with the following:
"(a) BISYS will calculate the net asset value per share ("NAV") of each
class of shares offered by each Fund in accordance with the relevant provisions
of the applicable Prospectus of each Fund and applicable regulations under the
1940 Act;
(b) In each calculation of NAV, BISYS will apply securities pricing
information as required or authorized under the terms of the valuation policies
and procedures of the Trusts ("Valuation Procedures"), including (A) using
pricing information from independent pricing services, with respect to
securities for which market quotations are readily available, and (B) with
respect to those Funds set forth on Schedule A hereto, fair value pricing
information or adjustment factors from independent fair value pricing services
or other vendors approved by the Trusts and set forth on Schedule A
(collectively, "Fair Value Information Vendors") with respect to securities for
which market quotations are not readily available, for which a significant event
has occurred following the close of the relevant market but prior to the Fund's
pricing time, or which are otherwise required to be made subject to a fair value
determination, as set forth under the Valuation Procedures.
(c) BISYS will coordinate the preparation of reports that are prepared or
provided by Fair Value Information Vendors which help the Trusts to monitor and
evaluate their use of fair value pricing information under their Valuation
Procedures.
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(d) Consistent with the terms of the Agreement, in connection with the
services provided in (a) through (c) above, BISYS will keep and maintain the
books and records that are required to be kept and maintained under Rule 31a-1
or other applicable regulations under the 1940 Act, including those pertaining
to (i) fair value prices and/or adjustment factors provided by Fair Value
Information Vendors, and (ii) market prices for securities that are valued using
fair value information provided by Fair Value Information Vendors."
4. COMPENSATION.
Section 3 of the Agreement is hereby amended by adding the following:
"In addition, as compensation for the services that relate to the use
of Fair Value Information Vendors ("Fair Value Support Services"), the Trust
shall pay to BISYS an "Annual BISYS Fee" ($5,000.00), as previously agreed."
5. REIMBURSEMENT OF EXPENSES AND MISCELLANEOUS SERVICE FEES
Section 4(b)(iii) of the Agreement is deleted in its entirety and replaced
with the following:
"A charge for the pricing information obtained with respect to each of
the securities held in the portfolio of each Fund, which charge shall
not exceed the charge that would be incurred if the Fund were to
obtain the information directly from the relevant vendor or vendors."
Section 4(b) of the Agreement is further amended to add the following:
"(iv) Reimbursement for the actual costs incurred by BISYS to Fair Value
Information Vendors with respect to the provision of fair value
pricing information to BISYS for use in valuing the portfolio holdings
of those Funds the Trust designates on Schedule A as being subject to
fair value determinations and for which Fair Value Support Services
are to be provided by BISYS hereunder (such costs shall be incurred at
the discounted group rate made available to BISYS clients by the Fair
Valuation Information Vendors, if applicable)."
5. INSTRUCTIONS AND COMPLIANCE.
The Trust hereby instructs and authorizes BISYS to provide information
pertaining to the Fund's portfolio to Fair Value Information Vendors in
connection with the fair value determinations made under the Trust's Valuation
Procedures and other legitimate purposes related to the Fair Value Support
Services to be provided hereunder.
The Trust understands and acknowledges that while BISYS' services hereunder
are intended to assist the Trust and its Board in fulfilling obligations to
price and monitor pricing of Fund portfolios, BISYS does not assume
responsibility for the accuracy or
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appropriateness of pricing information or methodologies, including any fair
value pricing information or adjustment factors. The Trust retains its overall
responsibilities to (i) adopt policies and procedures monitoring for
circumstances that may necessitate the use of fair value prices, (ii) establish
criteria for determining when market quotations are no longer reliable for a
particular portfolio security, (iii) determine a methodology or methodologies by
which the current fair value of the portfolio security may be determined, and
(iv) regularly review the appropriateness and accuracy of the method used in
valuing securities and make any necessary adjustments.
6. INFORMATION TO BE FURNISHED BY THE TRUST
The Trust represents that it, or its duly appointed Valuation Committee,
has approved, or shall approve, each independent pricing vendor and Fair Value
Information Vendor to be used by BISYS in rendering fund accounting services,
including Fair Value Support Services hereunder.
The Trust has furnished BISYS with a copy of the Trust's Valuation
Procedures and any related policies or procedures applicable to the services
hereunder, and BISYS agrees to render its services hereunder in a manner
consistent with the Valuation Procedures and such related policies or
procedures. The Trust will submit any material amendments to the Valuation
Procedures and such related policies or procedures to BISYS for BISYS' review,
and any amendment that would have a material impact upon the services to be
rendered by BISYS or the responsibilities of BISYS shall be subject to approval
by BISYS in good faith, including but not limited to the designation of any
additional Fair Value Information Vendor.
7. TERMINATION.
Notwithstanding the termination provisions set forth in Section 6 of the
Agreement, the Trust may terminate, without the payment of a penalty, the Fair
Value Support Services set forth under this Amendment upon thirty (30) days
prior written notice to BISYS. The Trust will not be obligated to make any
additional payments under the Annual BISYS Fee or the Annual Fair Valuation
Vendor Fee after the expiration of the thirty (30) day notice period. However,
the remainder of the provisions of the Amendment not relating to Fair Value
Support Services shall continue in effect for the duration of the Agreement.
8. 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.
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9. MISCELLANEOUS.
(a) Capitalized terms used but not defined in this Amendment have the
respective meanings ascribed to them in the Agreement.
(b) 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.
(c) 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.
(d) Section headings in this Amendment are included for convenience only
and are not to be used to construe or interpret this Amendment.
(e) 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
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Name: Xxxx Xxxxxxxx
Title: Executive Vice President and
Treasurer
BISYS FUND SERVICES OHIO, INC.
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: President
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SCHEDULE A
LIST OF FUNDS SUBJECT TO FAIR VALUE DETERMINATIONS
Global Equity Fund
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