EXHIBIT (h)(9)
AMENDMENT TO
FUND ACCOUNTING AGREEMENT
AMENDMENT made as of the 12th day of September, 2002, 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, Inc. ("BISYS"), an Ohio corporation
having its principal place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx
00000, to that certain Fund Accounting Agreement dated September 29, 2000, under
which BISYS performs fund accounting services for the Trust (as amended and in
effect on the date hereof, the "Agreement").
WHEREAS, under the Agreement BISYS performs certain fund
accounting services for each investment portfolio of the Trust ("Funds"),
including new investment portfolios as may be established from time to time;
WHEREAS, the Trust intends to establish two new investment
portfolios, to be designated as the Citizens Government Obligations Fund and the
Citizens Prime Money Market Fund (collectively, the "Institutional Money Market
Funds");
WHEREAS, the Trust desires that BISYS perform certain fund
accounting services for the Institutional Money Market Funds; and
WHEREAS, BISYS is willing to perform the services enumerated
in this Amendment for the Institutional Money Market Funds on the terms and
conditions set forth in this Amendment; and
WHEREAS, BISYS and the Trust wish to enter into this Amendment
to the Agreement in order to set forth the terms under which BISYS will perform
the fund accounting services enumerated herein on behalf of the Institutional
Money Market Funds and to provide in Schedule A to this Amendment for a separate
fee schedule applicable only to the Institutional Money Market Funds and not to
the other Funds of the Trust.
NOW, THEREFORE, in consideration of the covenants herein
contained, the Trust and BISYS hereby agree as follows:
1. SERVICES.
BISYS shall perform the various services set forth in Section
1 of the Agreement on behalf of the Institutional Money Market Funds, subject
only to the following exceptions:
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(a) Sub-paragraphs (b)(v) and (b)(xv) of the Agreement are not applicable.
(b) Sub-paragraph (b)(xiii) is amended to eliminate the responsibility to
distribute net asset value calculations or dividend factors to NASDAQ; and
(c) Sub-paragraph (b)(xix) is amended to reflect that BISYS will accrue
expenses according to instructions from the administrator rather than
sub-administrator.
2. COMPENSATION; REIMBURSEMENT OF EXPENSES AND MISCELLANEOUS SERVICE
FEES.
As compensation for the services rendered hereunder to the
Institutional Money Market Funds, the Trust on behalf of the Institutional Money
Market Funds shall pay BISYS the amounts set forth on Schedule A hereto rather
than those set forth on Schedule A to the Agreement. Section 4 of the Agreement,
governing the Trusts' obligation to reimburse BISYS for certain out of pocket
expenses, shall be applicable to the Institutional Money Market Funds to the
same extent as other Funds.
3. REPRESENTATIONS AND WARRANTIES.
The Trust represents and warrants that this Amendment to the Agreement
has been duly authorized by the Trust and, when executed and delivered by the
Trust, will constitute a legal, valid and binding obligation of the Trust,
enforceable against the Trust in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured parties.
BISYS represents and warrants that this Amendment to the Agreement has
been duly authorized by BISYS and, when executed and delivered by BISYS, will
constitute a legal, valid and binding obligation of BISYS, enforceable against
BISYS in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting the
rights and remedies of creditors and secured parties.
4. MISCELLANEOUS.
(a) 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) and are applicable to this
Amendment. No amendment or modification to this Amendment shall
be valid unless made in writing and executed by both parties
hereto. 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.
(c) Paragraph 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 Amendment to be duly
executed all as of the day and year first above written.
CITIZENS FUNDS
By: /s/ Xxxx X. Xxxxxxxx
_________________________________
Title: Treasurer
______________________________
BISYS FUND SERVICES OHIO, INC.
By: /s/ Xxxx Xxxxxx
_________________________________
Title: Executive Vice President
______________________________
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SCHEDULE A
TO THE AMENDMENT DATED SEPTEMBER 12, 2002
TO THE
FUND ACCOUNTING AGREEMENT
BETWEEN
CITIZENS FUNDS
AND
BISYS FUND SERVICES OHIO, INC.
FEES
FUND ACCOUNTING FEES FOR EACH OF THE INSTITUTIONAL MONEY MARKET FUNDS:
The Trust shall pay BISYS on the first business day of each month, a fee
computed daily at an annual rate of:
One one-hundredth of one percent (.01%) (one basis point) of
average daily net assets up to $400 million;
One-half of one one-hundredth of one percent (.005%) (one-half of
one basis point) of average daily net assets in excess of $400
million;
Provided, however, that there will be a minimum annual fee of $16,000, and this
amount shall be credited as payment with respect to the first $200 million in
average daily net assets.
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