Exhibit 9(a)
ADMINISTRATIVE SERVICES AGREEMENT
To: Working Assets Capital Management
The Undersigned, Working Assets Common Holding (the "Fund"), requests
that you, Working Assets Capital Management, the Investment Advisor to the Fund
("WACM"), assume a number of general administrative services on our behalf.
I Description of Services. WACM agrees to provide the Fund with the
following facilities and services:
1 Receipt of calls from existing shareholders in a timely manner.
2 Maintenance of a toll-free number.
3 Response to shareholder questions.
4 Maintenance of a computer interface with the Fund transfer agent.
5 Execution of appropriate shareholder requests.
6 Organizational services for any new series, including, but not limited
to the drafting of the prospectus, and statement of additional
information, the filing of all required documents, soliciting proxies,
and clerical duties associated with the filing of any such documents.
7 Blue Sky reporting services as required for the issuer of securities in
the states and territories.
Procedures as to who shall provide certain of these services may be
established from time to time by agreement between the Fund and WACM per an
attached service responsibility schedule. The Fund may at times perform only a
portion of these services and the Fund may choose to have these services
provided by others on the Fund's behalf.
The foregoing list of services does not list all possible
administrative services that may be provided by WACM. The foregoing list may be
supplemented as agreed to in writing between the Fund and WACM.
Fees and Expenses. For performance by WACM pursuant to this agreement, the Fund
agrees on behalf of each of the Portfolios to pay WACM on the basis of the
market price of the service.
In addition to the fee paid pursuant to the foregoing, the Fund agrees
on behalf of each of the Portfolios to reimburse WACM of out-of-pocket
expenses, including but not limited to postage, forms, telephone, and records
storage. In addition, any other expenses incurred by WACM at the request or
with the consent of the Fund, will be reimbursed by the Fund on behalf of the
applicable portfolio.
The Fund agrees on behalf of each of the Portfolios to pay all fees and
reimbursable expenses within five days following the mailing of the respective
billing notice.
Indemnification. You (WACM) shall not be responsible for, and the Fund shall on
behalf of the applicable Portfolio, indemnify and hold WACM harmless from and
against, any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to:
(a) All actions of WACM or its agent or subcontractors required to be
taken pursuant to this Agreement, provided that such actions are
taken in good faith and without negligence or willful misconduct.
(b) The Fund's lack of good faith, negligence or willful misconduct
which arise out of the breach of any representation or warranty of
the Fund hereunder.
(c) The reliance on or use by WACM or its agents or subcontractors of
information, records, documents or services which (i) are received
by WACM or its agents or subcontractors, and (ii) have been
prepared, maintained or performed by the Fund or any other person or
firm on behalf of the Fund including but not limited to any previous
transfer agent or registrar.
(d) The reliance on, or the carrying out by WACM or its agents or
subcontractors of any instructions or requests of the Fund on behalf
of the applicable portfolio.
(e) The offer or sale of Shares in violation of any requirement under
the federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered in such
state or in violation of any stop order or other determination or
ruling by any federal agency or any state with respect to the offer
or sale of any such shares in such state.
At any time, you may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by WACM under this
agreement, and WACM and its agent or subcontractors shall not be liable and
shall be indemnified by the Fund on behalf of the applicable Portfolio for any
action taken or omitted by it in reliance upon such instructions or upon the
opinion of such counsel. WACM, its agents, and subcontractors shall be
protected and indemnified in acting upon any paper or document furnished by or
on behalf of the Fund, reasonably believed to be genuine and to have been
signed by the proper person or persons, or upon any instruction, information,
data, records, or documents, provided WACM or its agents or subcontractors by
machine readable input, telex, CRT data entry or other similar means authorized
by the Fund, and shall not be held to have notice of any change of authority of
any person, until receipt of written notice thereof from the Fund.
In order that the indemnification provisions contained in this Article shall
apply, upon the assertion of a claim for which the Fund may be required to
indemnify WACM, WACM shall promptly notify the Fund of such assertion, and
shall keep the fund advised with respect to all developments concerning such
claim. The Fund shall have the option to participate with WACM in the defense
of such claim or to defend against such claim in its own name or in the name of
WACM. WACM shall in no case confess any claim or make any compromise in any
case in which the Fund may be required to indemnify WACM except with the Fund's
prior written consent.
This agreement may be terminated by either party upon one-hundred twenty (120)
days written notice to the other. Should the Fund exercise its right to
terminate, all out of pocket expenses associated with the movement or transfer
of records and material will be borne by the Fund on behalf of the applicable
Portfolio(s). Additionally, WACM reserves the right to charge for any other
reasonable expenses associated with such termination and/or a charge equivalent
to the average of three (3) months' fees.
Additional Funds. In the event that the fund establishes one or more series of
Shares in addition to Working Assets Money Market Portfolio, Citizens Income
Portfolio, Citizens Growth and Income, and Citizens Growth Portfolio with
respect to which it desires to have WACM render services under the terms of
this agreement, it shall so notify WACM in writing, and if WACM agrees in
writing to provide such services, such series of Shares shall become a
Portfolio hereunder.
Assignment of the Agreement. Unless this contract is amended as described
below, neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the other party.
This Agreement shall inure to the benefit and bind the parties and their
respective permitted successors and assigns.
Amendment. This Agreement may be amended or modified by a written agreement,
executed by both parties and authorized or approved by a resolution of the
Trustees of the Fund.
Law to Apply. This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of California.
Acts of God. In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, such party shall
not be liable for damages to the other for any damages resulting from such
failure to perform or otherwise from such causes.
Consequential Damages. Neither party to this Agreement shall be liable to the
other party for consequential damages under any provision of this Agreement or
for any consequential damages arising out of any act or failure to act
hereunder.
A copy of the Declaration of Trust of the Trust is on file with the Secretary
of the Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trustees of the Trust as Trustees and
not individually and that the obligations of this instrument are not binding
upon any of the Trustees or Shareholders individually but are binding only upon
the assets and property of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.
Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
Chair
Working Assets Common Holdings
Accepted:
Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx
President
Working Assets Capital Management
Date: February 1, 1993
CITIZENS INVESTMENT TRUST
CITIZENS SECURITIES & CITIZENS ADVISERS
ADMINISTRATION AND SHAREHOLDER SERVICES
FEE SCHEDULE
ADMINISTRATIVE SERVICES
Citizens Advisers, Inc. ("the Administrator") assumes a number of general
administrative services for each Portfolio of Citizens Investment Trust ("the
Portfolios") for which the Administrator is paid a monthly fee based on an
annual rate of each Portfolio's average net assets for providing such services.
The fees are as follows:
Portfolio Fee effective
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Working Assets Money Market Portfolio - Retail Class 15/100 of 1% 7/1/96
Working Assets Money Market Portfolio-Institutional Class no fee assessed
Citizens Income Portfolio 10/100 of 1% 7/1/95
Citizens Emerging Growth Portfolio 10/100 of 1% 7/1/95
Citizens Global Equity Portfolio 10/100 of 1% 7/1/95
Citizens Index Portfolio - Retail Class 20/100 of 1% 1/25/96
Citizens Index Portfolio - Institutional Class 30/100 of 1% 7/1/96
The Administrator provides the following services to the Portfolios:
1) Administration of certain daily fund expense accounting duties,
including but not limited to payment and budgeting of operating
expenses of all Portfolios, calculation of expense accruals.
2) Administration of annual Fund audit with Fund Auditors.
3) Supervision of printed annual and semi-annual reports.
4) Administrative services in connection with Custody and Transfer
Agents, including daily monitoring of net asset value and dividend
factors, contract and fee negotiations, and quality control.
5) Administration of Portfolios' compliance systems with Federal and
State regulatory requirements.
6) Other similar services.
In addition to the above services, the Administrator provides other day to day
services. Out of pocket expenses incurred by the Administrator in relation to
such services will be reimbursed to the Administrator by the Portfolios at
cost. These services include:
1) Blue Sky reporting services as required for the issuer of securities
in the states and territories.
2) Vendor relations.
3) Special projects including but not limited to:
a. Organization services for any new series, including, but not
limited to the drafting of the prospectus, and statement of
additional information, the filing of all required documents,
soliciting proxies, and clerical duties associated with the
filing of any such documents.
b. Supervision of special projects including shareholder
statement production, shareholder tax filings, and other printed
shareholder communication.
SHAREHOLDER SERVICES
Citizens Securities assumes a number of general administrative services for the
Portfolios relating primarily to shareholder communications for which the
Administrator is reimbursed the cost of providing such service. Citizens
Securities provides the Portfolios with the following services:
1) Receipt of calls from existing shareholders in a timely manner.
2) Maintenance of a toll-free number.
3) Response to shareholder questions.
4) Maintenance of a computer interface with the Fund transfer agent.
5) Execution of appropriate shareholder requests.
6) Retention, maintenance, and research of shareholder records.
7) Facilities and equipment to perform all such duties.
8) Other similar services.
As per Proxy, a monthly fee based on an annual rate of 45/100 of 1% of the
Citizens Index Portfolio Retail Class's average net assets shall also be paid
by the Fund to Citizens Advisers.
Agreed and Accepted:
CITIZENS TRUST CITIZENS ADVISERS, INC.
BY: Xxxxxxx X. Xxxxx XX BY: Xxxxxx Xxxxxxx
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Xxxxxxx X. Xxxxx XX Xxxxxx Xxxxxxx
Chair President
Dated: January 19, 1997 Dated: January 19, 1997
ASSUMPTION OF ADMINISTRATIVE AGREEMENT
THIS AGREEMENT, made this 8th day of August, 1994, between Working
Assets Common Holdings, a Massachusetts business Trust (hereinafter called the
"Fund"), Working Assets Capital Management, a California corporation
(hereinafter called "WACM"), and Working Asset Management Company, a California
corporation (hereinafter called the "Assuming Adviser").
WITNESSETH:
WHEREAS, there is now in effect an Administrative Agreement dated
February 1, 1993, to be in effect through ______________, 1995, between the
Fund and WACM (the "Administrative Services Agreement"), providing certain
administrative services to be furnished to the Fund by WACM on certain terms
and conditions and subject to certain provisions set forth therein; and
WHEREAS, said Agreement was reapproved by the vote of the holders of
a majority of the outstanding shares of the capital stock of the Fund at the
Special Meeting of Stockholders held May 18, 1992, and said Agreement provides
for year to year renewals by mutual consent, upon certain specified conditions,
and the renewal of such Agreement has been approved by the Board of Directors
of the Fund on August 8, 1994; and
WHEREAS, the Assuming Adviser wishes to assume all of WACM's rights
and obligations under said Agreement, and WACM wishes to transfer to the
Assuming Adviser all such rights and obligations.
NOW, THEREFORE, for good and valuable consideration given by
Assuming Adviser, the receipt of which is hereby acknowledged by WACM, the
parties agree as follows:
1. The Administrative Services Agreement dated ____________,
1994, is hereby assumed for the remaining period of the
term, beginning ____________, 1994, and ending at the
close of business on _____________, 1994.
2. In all other respects said Agreement, as now amended and in
effect, is reaffirmed and shall continue in effect for the
period provided by such Agreement as renewed by this
Agreement.
3. This Agreement shall be executed in several counterparts,
each of which shall be original.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their corporate names by their duly authorized officers as of
the day and year first above written.
Working Assets Common Holdings Working Assets Capital Management
By Xxxxxx Xxxxxxxxx By Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxx
Chair of the Board President
Working Assets Management Company
By Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
President
