October 11, 1999
CITIZENS FUNDS, INC.
Re: Transfer Agency Services Fees
Dear Sir/Madam:
This letter constitutes our agreement with respect to compensation to be
paid to PFPC Inc. ("PFPC") under the terms of a Transfer Agency Services
Agreement dated October 11, 1999 between Citizens Funds, Inc. (the "Fund") and
PFPC (the "Agreement") for service provided on behalf of each of the Fund's
investment portfolios ("Portfolio"). Pursuant to paragraph 12 of the Agreement,
and in consideration of the services to be provided to each Portfolio, the Fund
will pay PFPC certain fees and reimburse PFPC for its out-of-pocket expenses
incurred on its behalf, as follows:
1) Per Account Fee - Retail Classes:
Number of Accounts Direct Level 3
------------------ ------ -------
0 to 50,000 $21.00 $18.00
50,001 to 75,000 $19.00 $16.00
75,001 to 100,000 $17.50 $14.50
100,000 and over $16.00 $13.00
Inactive Account: $ .30 per account per month
Fees shall be calculated and paid monthly based on one-twelfth (1/12th) of
the annual fee. An inactive account is defined as having a zero balance
with no dividend payable. Inactive accounts are purged annually after
year-end tax reporting.
CDSC Funds add 12% to annual per account fee.
For IRA administration, add $5.00/account/annum.
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2) Asset Based Fee - Institutional/Administration Classes:
The following annual fee will be calculated based upon the total average
net assets and payable monthly:
.04% of the first $500 million of average daily net assets;
.035% of the next $500 million of average daily net assets; and
.025% of average daily net assets in excess of $1 billion.
3) Monthly Minimum Fee:
Retail - $2,500 per portfolio/class, exclusive of transaction charges,
Fund/SERV/Networking charges, debit card processing fees, out-of-pocket
expenses and miscellaneous fees.
Institutional/Administration - $2,000 per portfolio/class, exclusive of
transaction charges, Fund/SERV/Networking charges, debit card processing
fees, out-of-pocket expenses and miscellaneous fees.
4) Earnings Credit:
For the Fund's Check Issuance Demand Deposit Account, PFPC will calculate
an earnings credit, net of the Federal Reserve requirement (currently
10%), based upon the 90-day Treasury Bill rate as published in the Wall
Street Journal. PFPC will credit the Fund for 50% of the earnings credit.
For the Purchase Account, there will be no earnings credit since PFPC
advances funds to the custodial account prior to receiving full
availability from the Federal Reserve.
5) Transaction Charges:
New Account Opening: $ 2.50 per account
Manual Financial Transactions $ 4.00 per purchase/redemption (waived)
Lock Box Transaction $ 1.00 per purchase for 0 to 1,500
transactions (waived)
$ .50 per purchase for over 1,500
transactions (waived)
Customer Service Overflow $ 2.00 per phone call
12b-1 Calculation: $7,500.00 annual fee
IRA/Qualified Plan Processing $ 25.00 per transfer out
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6) PFPC FundSERV/Networking Fees:
NSCC Services - Includes any or all of the following: FundSERV,
Networking, Commission Settlement, ACATS and Mutual Fund Profile.
PFPC Transaction Fees:
Fund SERV: $ .25 per transaction
Networking: No charge
Commission Settlement: No charge
ACATS: No charge
Mutual Fund Profile
Service: $ 10.00 per month per fund/class
Note: NSCC will deduct its direct monthly fee on the 15th of each month
from PFPC's cash settlement that day. PFPC will include these charges as an
out-of-pocket expense on its next invoice.
Plus: out-of-pocket expense for settlements, wire charges, NSCC pickup
charges, hardware, CRT's, modems, line (if required), etc.
7) Out-of-Pocket Expenses:
o Transfer Agency Services
a. Data Transmissions: Hardware/phone lines and remote terminal
(if required) at cost plus $20.00 per transmission, per end
point
b. Consolidated Statements: $10,000.00 annual production fee
c. Audio Response System Maintenance: $1,000 per month
d. Ad Hoc Reports: standard $0.01 per record processed plus
$100.00 setup fee
e. Creation of user tapes, cartridges, etc.: $100.00 per
occurrence
f. Toll-free lines (if required)
g. PC Fax - $5.00 per fax
h. Account transcripts:
Within most recent three years: $ 35.00 per transcript*
(waived)
More than three years: $ 50.00 per transcript*
(waived)
i. Retroactive record dates: $100.00 plus $0.25 per
account
j. Record retention: at cost
k. Training expenses, as required: ($500.00 per trainer/per day,
plus travel expenses.)
l. Travel expenses as required
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m. Additional Services: quoted upon occurrence
Conversion/deconversion: quoted upon occurrence
Custom programming/development: quoted upon occurrence
Bad price reruns: quoted upon occurrence
Individual state tax filings quoted upon occurrence
n. Power Image at cost
o. Investar One at cost
o Banking Services
a. Wire fees for receipt $10.00 per domestic/international
wire
b. Wire fees for disbursement $10.00 per domestic/international
wire
c. ACH transaction charge $ 0.20 per item initiated through
PNC Bank, N.A.
d. Returned purchase checks $20.00 each*
o Postage and Mailing Services
a. Mailing fee: approximately $0.08 per item, standard inserts
$0.015 each.
(This fee would not apply to consolidated statements mailed by
an outside vendor.)
b. Forms, envelopes, checks, checkbooks: at cost
c. Postage (bulk, pre-sort, first-class current prevailing rates)
d. Federal Express, delivery, courier services, mailgrams: at
cost*
e. Cost of proxy solicitation, mailing and tabulation: at cost
f. Fulfillment: at cost
g. Labels: $0.06 each; $100.00 minimum
Out-of-pocket expenses are billed as they are incurred.
*May be charged to shareholder or paid by the Fund
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8) Annual Debit Card Processing Fees:
o Standard MasterCard/Debit Card $12.00 per account per annum
o ATM Withdrawals:
Charge Breakpoints
------ -----------
$1.00 per ATM transaction Until the total annual transactions
exceed the average number of
accounts ("Breakpoint One")
$0.85 per ATM transaction From Breakpoint One until the total
annual transactions exceed 1.5 times
the average number of accounts
("Breakpoint Two")
$0.75 per ATM transaction Transactions above Breakpoint Two
o MasterCard Assessments and
Transaction Fees: Direct pass through to the Fund
o MasterCard Interchange Income: Direct pass through as revenue to
the Fund
o MasterCard Fraud Losses and unfunded
Customer Debits: Direct pass through to the Fund
9) Miscellaneous
Any fee or out-of-pocket expenses not paid within 30 days of the date of
the original invoice will be charged a late payment fee of 1% per month until
payment of the fees are received by PFPC.
The fees set forth herein shall remain unchanged and in effect for a
three-year period beginning October 11, 1999 and ending October 10, 2002. If the
Fund terminates the Agreement at any time during such three years, except if the
Fund is terminating due to a material breach of this Agreement by PFPC, the Fund
shall pay to PFPC 100% of fees waived by PFPC during the first year of any
Portfolio's operations (as set forth more fully on the related Waiver Letter
dated the date hereof).
The fee for the period from the date hereof until the end of the year
shall be prorated according to the proportion which such period bears to the
full annual period.
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If the foregoing accurately sets forth our agreement and you intend to be
legally bound thereby, please execute a copy of this letter and return it to us.
Very truly yours,
PFPC INC.
By: /s/ Xxxxxx Xxxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxxx
----------------------------
Title: Sr. Vice President
---------------------------
Agreed and Accepted:
CITIZENS FUNDS
By: /s/ Xxxxxx X. Xxxxx
--------------------------
Name: Xxxxxx X. Xxxxx
------------------------
Title: Secretary
-----------------------
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TRANSFER AGENCY SERVICES AGREEMENT
THIS AGREEMENT is made as of October 11, 1999 by and between PFPC INC., a
Delaware corporation ("PFPC"), and CITIZENS FUNDS, a Massachusetts corporation
(the "Fund").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain PFPC to serve as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent to its
investment portfolios listed on Exhibit A attached hereto and made a part
hereof, as such Exhibit A may be amended from time to time (each a "Portfolio"),
and PFPC wishes to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Definitions. As Used in this Agreement:
(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
(c) "Authorized Person" means any officer of the Fund and any other
person duly authorized by the Fund's Board of Directors to give Oral
Instructions and Written Instructions on behalf of the Fund and
listed on the Authorized Persons Appendix attached hereto and made a
part hereof or any amendment thereto as may be received by PFPC. An
Authorized Person's scope of authority may be
limited by the Fund by setting forth such limitation in the
Authorized Persons Appendix.
(d) "CEA" means the Commodities Exchange Act, as amended.
(e) "Oral Instructions" mean oral instructions received by PFPC from an
Authorized Person or from a person reasonably believed by PFPC to be
an Authorized Person.
(f) "SEC" means the Securities and Exchange Commission.
(g) "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act and
the CEA.
(h) "Shares" mean the shares of beneficial interest of any series or
class of the Fund.
(i) "Written Instructions" mean written instructions signed by an
Authorized Person and received by PFPC. The instructions may be
delivered by hand, mail, tested telegram, cable, telex or facsimile
sending device.
2. Appointment. The Fund hereby appoints PFPC to serve as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent to
the Fund in accordance with the terms set forth in this Agreement. PFPC
accepts such appointment and agrees to furnish such services.
3. Delivery of Documents. The Fund has provided or, where applicable, will
provide PFPC with the following:
(a) Certified or authenticated copies of the resolutions of the Fund's
Board of Directors, approving the appointment of PFPC or its
affiliates to provide services to the Fund and approving this
Agreement;
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(b) A copy of the Fund's most recent effective registration statement;
(c) A copy of the advisory agreement with respect to each investment
Portfolio of the Fund (each, a Portfolio);
(d) A copy of the distribution agreement with respect to each class of
Shares of the Fund;
(e) A copy of each Portfolio's administration agreements if PFPC is not
providing the Portfolio with such services;
(f) Copies of any shareholder servicing agreements made in respect of
the Fund or a Portfolio; and
(g) Copies (certified or authenticated where applicable) of any and all
amendments or supplements to the foregoing.
4. Compliance with Rules and Regulations. PFPC undertakes to comply with all
applicable requirements of the Securities Laws and any laws, rules and
regulations of governmental authorities having jurisdiction with respect
to the duties to be performed by PFPC hereunder. Except as specifically
set forth herein, PFPC assumes no responsibility for such compliance by
the Fund or any of its investment portfolios.
5. Instructions.
(a) Unless otherwise provided in this Agreement, PFPC shall act only
upon Oral Instructions and Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instructions and
Written Instructions it receives from an Authorized Person (or from
a person reasonably believed by PFPC to be an Authorized Person)
pursuant to this Agreement. PFPC may assume that any Oral
Instruction or Written Instruction received hereunder is not in any
way inconsistent with the provisions of organizational
3
documents or this Agreement or of any vote, resolution or proceeding
of the Fund's Board of Directors or of the Fund's shareholders,
unless and until PFPC receives Written Instructions to the contrary.
(c) The Fund agrees to forward to PFPC Written Instructions confirming
Oral Instructions so that PFPC receives the Written Instructions by
the close of business on the same day that such Oral Instructions
are received. The fact that such confirming Written Instructions are
not received by PFPC shall in no way invalidate the transactions or
enforceability of the transactions authorized by the Oral
Instructions. Where Oral Instructions or Written Instructions
reasonably appear to have been received from an Authorized Person,
PFPC shall incur no liability to the Fund in acting upon such Oral
Instructions or Written Instructions provided that PFPC's actions
comply with the other provisions of this Agreement.
6. Right to Receive Advice.
(a) Advice of the Fund. If PFPC is in doubt as to any action it should
or should not take, PFPC may request directions or advice, including
Oral Instructions or Written Instructions, from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any question of
law pertaining to any action it should or should not take, PFPC may
request advice at its own cost from such counsel of its own choosing
(who may be counsel for the Fund or the Fund's investment adviser,
if consented to by the Fund or its
4
investment adviser, or counsel for PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between directions,
advice or Oral Instructions or Written Instructions PFPC receives
from the Fund, and the advice it receives from counsel, PFPC may
rely upon and follow the advice of counsel. In the event PFPC so
relies on the advice of counsel, PFPC remains liable for any action
or omission on the part of PFPC which constitutes willful
misfeasance, bad faith, gross negligence or reckless disregard by
PFPC of any duties, obligations or responsibilities set forth in
this Agreement.
(d) Protection of PFPC. PFPC shall be protected in any action it takes
or does not take in reliance upon directions, advice or Oral
Instructions or Written Instructions it receives from the Fund or
from counsel and which PFPC believes, in good faith, to be
consistent with those directions, advice or Oral Instructions or
Written Instructions. Nothing in this section shall be construed so
as to impose an obligation upon PFPC (i) to seek such directions,
advice or Oral Instructions or Written Instructions, or (ii) to act
in accordance with such directions, advice or Oral Instructions or
Written Instructions unless, under the terms of other provisions of
this Agreement, the same is a condition of PFPC's properly taking or
not taking such action. Nothing in this subsection shall excuse PFPC
when an action or omission on the part of PFPC constitutes willful
misfeasance, bad faith, gross negligence or reckless disregard by
PFPC of any duties, obligations or responsibilities set forth in
this Agreement.
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7. Records; Visits. The books and records pertaining to the Fund, which are
in the possession or under the control of PFPC, shall be the property of
the Fund. Such books and records shall be prepared and maintained as
required by the 1940 Act and other applicable securities laws, rules and
regulations. The Fund and Authorized Persons shall have access to such
books and records at all times during PFPC's normal business hours. Upon
the reasonable request of the Fund, copies of any such books and records
shall be provided by PFPC to the Fund or to an Authorized Person, at the
Fund's expense.
8. Confidentiality. PFPC agrees to keep confidential the records of the Fund
and information relating to the Fund and its shareholders, unless the
release of such records or information is otherwise consented to, in
writing, by the Fund. The Fund agrees that such consent shall not be
unreasonably withheld and may not be withheld where PFPC may be exposed to
civil or criminal contempt proceedings or when required to divulge such
information or records to duly constituted authorities.
9. Cooperation with Accountants. PFPC shall cooperate with the Fund's
independent public accountants and shall take all reasonable actions in
the performance of its obligations under this Agreement to ensure that the
necessary information is made available to such accountants for the
expression of their opinion, as required by the Fund.
10. Disaster Recovery. PFPC shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provisions
for emergency use of
6
electronic data processing equipment to the extent appropriate equipment
is available. In the event of equipment failures, PFPC shall, at no
additional expense to the Fund, take reasonable steps to minimize service
interruptions. PFPC shall have no liability with respect to the loss of
data or service interruptions caused by equipment failure, provided such
loss or interruption is not caused by PFPC's own willful misfeasance, bad
faith, gross negligence or reckless disregard of its duties or obligations
under this Agreement.
11. Year 2000 Readiness Disclosure. PFPC (a) has reviewed its business and
operations as they relate to the services provided hereunder, (b) has
remediated or replaced computer applications and systems controlled by
PFPC and which are mission-critical to providing services hereunder (the
"Relevant Systems"), and (c) has implemented a testing plan to test the
remediation or replacement of the Relevant Systems to address on a timely
basis the risk that the Relevant Systems may be unable to process over the
January 1, 2000 boundary and on the leap day of February 29, 2000. PFPC
represents and warrants that, based on assessments and testing to date,
processing errors by the Relevant Systems involving such boundary and leap
day are not likely to occur. PFPC will continue to monitor and test the
Relevant Systems and make adjustments as necessary.
12. Compensation. As compensation for services rendered by PFPC during the
term of this Agreement, the Fund will pay to PFPC a fee or fees as may be
agreed to from time to time in writing by the Fund and PFPC.
7
13. Indemnification. The Fund agrees to indemnify and hold harmless PFPC and
its affiliates from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, liabilities arising under the
Securities Laws and any state and foreign securities and blue sky laws,
and amendments thereto), and expenses, including (without limitation)
attorneys' fees and disbursements, arising directly or indirectly from (i)
any action or omission to act which PFPC takes (a) at the request or on
the direction of or in reliance on the advice of the Fund or (b) upon Oral
Instructions or Written Instructions or (ii) the acceptance, processing
and/or negotiation of checks or other methods utilized for the purchase of
Shares. Neither PFPC, nor any of its affiliates, shall be indemnified
against any liability (or any expenses incident to such liability) arising
out of PFPC's or its affiliates' own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties and obligations under this
Agreement, provided that in the absence of a finding to the contrary the
acceptance, processing and/or negotiation of a fraudulent payment for the
purchase of Shares shall be presumed not to have been the result of PFPC's
or its affiliates own willful misfeasance, bad faith, gross negligence or
reckless disregard of such duties and obligations.
14. Responsibility of PFPC.
(a) PFPC shall be under no duty to take any action on behalf of the Fund
except as specifically set forth herein or as may be specifically
agreed to by PFPC in writing. PFPC shall be obligated to exercise
care and diligence in the performance of its duties hereunder and to
act in good faith in performing
8
services provided for under this Agreement. PFPC shall be liable for
any damages arising out of PFPC's failure to perform its duties
under this Agreement to the extent such damages arise out of PFPC's
willful misfeasance, bad faith, gross negligence or reckless
disregard of such duties.
(b) Without limiting the generality of the foregoing or of any other
provision of this Agreement, (i) PFPC, shall not be liable for
losses beyond its control, provided that PFPC has acted in
accordance with the standard of care set forth above; and (ii) PFPC
shall not be under any duty or obligation to inquire into and shall
not be liable for (A) the validity or invalidity or authority or
lack thereof of any Oral Instruction or Written Instruction, notice
or other instrument which conforms to the applicable requirements of
this Agreement, and which PFPC reasonably believes to be genuine; or
(B) subject to Section 10, delays or errors or loss of data
occurring by reason of circumstances beyond PFPC's control,
including acts of civil or military authority, national emergencies,
labor difficulties, fire, flood, catastrophe, acts of God,
insurrection, war, riots or failure of the mails, transportation,
communication or power supply.
(c) Notwithstanding anything in this Agreement to the contrary, neither
PFPC nor its affiliates shall be liable to the Fund for any
consequential, special or indirect losses or damages which the Fund
may incur or suffer by or as a consequence of PFPC's or its
affiliates' performance of the services provided hereunder, whether
or not the likelihood of such losses or damages was known by PFPC or
its
9
affiliates.
15. Description of Services.
(a) Services Provided on an Ongoing Basis, If Applicable.
(i) Calculate 12b-1 payments;
(ii) Maintain proper shareholder registrations;
(iii) Review new applications and correspond with shareholders to
complete or correct information;
(iv) Direct payment processing of checks or wires;
(v) Prepare and certify stockholder lists in conjunction with
proxy solicitations;
(vi) Countersign share certificates;
(vii) Prepare and mail to shareholders confirmation of activity;
(viii) Provide toll-free lines for direct shareholder use, plus
customer liaison staff for on-line inquiry response;
(ix) Mail duplicate confirmations to broker-dealers of their
clients' activity, whether executed through the broker-dealer
or directly with PFPC;
(x) Provide periodic shareholder lists and statistics to the
clients;
(xi) Provide detailed data for underwriter/broker confirmations;
(xii) Prepare periodic mailing of year-end tax and statement
information;
(xiii) Notify on a timely basis the investment adviser, accounting
agent, and custodian of fund activity; and
(xiv) Perform other participating broker-dealer shareholder
services as may be agreed upon from time to time.
(b) Services Provided by PFPC Under Oral Instructions or Written
Instructions.
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(i) Accept and post daily Fund purchases and redemptions;
(ii) Accept, post and perform shareholder transfers and exchanges;
(iii) Pay dividends and other distributions;
(iv) Solicit and tabulate proxies; and
(v) Issue and cancel certificates (when requested in writing by
the shareholder).
(c) Purchase of Shares. PFPC shall issue and credit an account of an
investor, in the manner described in the Fund's prospectus, once it
receives:
(i) A purchase order;
(ii) Proper information to establish a shareholder account; and
(iii) Confirmation of receipt or crediting of funds for such order
to the Fund's custodian.
(d) Redemption of Shares. PFPC shall redeem Shares only if that function
is properly authorized by the certificate of incorporation or
resolution of the Fund's Board of Directors. Shares shall be
redeemed and payment therefor shall be made in accordance with the
Fund's prospectus, when the recordholder tenders Shares in proper
form and directs the method of redemption. If Shares are received in
proper form, Shares shall be redeemed before the funds are provided
to PFPC from the Fund's custodian (the "Custodian"). If the
recordholder has not directed that redemption proceeds be wired,
when the Custodian provides PFPC with funds, the redemption check
shall be sent to and made payable to the recordholder, unless:
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(i) the surrendered certificate is drawn to the order of an
assignee or holder and transfer authorization is signed by the
recordholder; or
(ii) Transfer authorizations are signed by the recordholder when
Shares are held in book-entry form.
When a broker-dealer notifies PFPC of a redemption desired by a
customer, and the Custodian provides PFPC with funds, PFPC shall
prepare and send the redemption check to the broker-dealer and made
payable to the broker-dealer on behalf of its customer.
(e) Dividends and Distributions. Upon receipt of a resolution of the
Fund's Board of Directors authorizing the declaration and payment of
dividends and distributions, PFPC shall issue dividends and
distributions declared by the Fund in Shares, or, upon shareholder
election, pay such dividends and distributions in cash, if provided
for in the Fund's prospectus. Such issuance or payment, as well as
payments upon redemption as described above, shall be made after
deduction and payment of the required amount of funds to be withheld
in accordance with any applicable tax laws or other laws, rules or
regulations. PFPC shall mail to the Fund's shareholders such tax
forms and other information, or permissible substitute notice,
relating to dividends and distributions paid by the Fund as are
required to be filed and mailed by applicable law, rule or
regulation. PFPC shall prepare, maintain and file with the IRS and
other appropriate taxing authorities reports relating to all
dividends above a stipulated amount paid by the Fund to its
shareholders as required by tax
12
or other law, rule or regulation.
(f) Shareholder Account Services.
(i) PFPC may arrange, in accordance with the prospectus, for
issuance of Shares obtained through:
- Any pre-authorized check plan; and
- Direct purchases through broker wire orders, checks and
applications.
(ii) PFPC may arrange, in accordance with the prospectus, for a
shareholder's:
- Exchange of Shares for shares of another fund with which
the Fund has exchange privileges;
- Automatic redemption from an account where that
shareholder participates in a automatic redemption plan;
and/or
- Redemption of Shares from an account with a checkwriting
privilege.
(g) Communications to Shareholders. Upon timely Written Instructions,
PFPC shall mail all communications by the Fund to its shareholders,
including;
(i) Reports to shareholders;
(ii) Confirmations of purchases and sales of Fund shares;
(iii) Monthly or quarterly statements;
(iv) Dividend and distribution notices;
(v) Proxy material; and
(vi) Tax form information.
In addition, PFPC will receive and tabulate the proxy cards for the
meetings of the Fund's shareholders.
(h) Records. PFPC shall maintain records of the accounts for each
shareholder
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showing the following information:
(i) Name, address and United States Tax Identification or Social
Security number;
(ii) Number and class of Shares held and number and class of Shares
for which certificates, if any, have been issued, including
certificate numbers and denominations;
(iii) Historical information regarding the account of each
shareholder, including dividends and distributions paid and
the date and price for all transactions on a shareholder's
account;
(iv) Any stop or restraining order placed against a shareholder's
account;
(v) Any correspondence relating to the current maintenance of a
shareholder's account;
(vi) Information with respect to withholdings; and
(vii) Any information required in order for the transfer agent to
perform any calculations contemplated or required by this
Agreement.
(i) Lost or Stolen Certificates. PFPC shall place a stop notice against
any certificate reported to be lost or stolen and comply with all
applicable federal regulatory requirements for reporting such loss
or alleged misappropriation. A new certificate shall be registered
and issued only upon:
(i) The shareholder's pledge of a lost instrument bond or such
other appropriate indemnity bond issued by a surety company
approved by PFPC; and
(ii) Completion of a release and indemnification agreement signed
by the shareholder to protect PFPC and its affiliates.
(j) Shareholder Inspection of Stock Records. Upon a request from any
Fund shareholder to inspect stock records, PFPC will notify the Fund
and the Fund will issue instructions granting or denying each such
request. Unless PFPC has
14
acted contrary to the Fund's instructions, the Fund agrees and does
hereby, release PFPC from any liability for refusal of permission
for a particular shareholder to inspect the Fund's stock records.
(k) Withdrawal of Shares and Cancellation of Certificates.
Upon receipt of Written Instructions, PFPC shall cancel outstanding
certificates surrendered by the Fund to reduce the total amount of
outstanding shares by the number of shares surrendered by the Fund.
16. Duration and Termination. This Agreement shall continue until terminated
by the Fund or PFPC upon sixty (60) days' prior written notice to the
other party.
17. Notices. All notices and other communications, including Written
Instructions, shall be in writing or by confirming telegram, cable, telex
or facsimile sending device. Notices shall be addressed (a) if to PFPC, at
000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: President;
(b) if to the Fund, at 000 Xxxxxxxx Xxx, Xxxxx 000, Xxxxxxxxxx, XX 00000,
Attention: President or (c) if to neither of the foregoing, at such other
address as shall have been given by like notice to the sender of any such
notice or other communication by the other party. If notice is sent by
confirming telegram, cable, telex or facsimile sending device, it shall be
deemed to have been given immediately. If notice is sent by first-class
mail, it shall be deemed to have been given three days after it has been
mailed. If notice is sent by messenger, it shall be deemed to have been
given on the day it is delivered.
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18. Amendments. This Agreement, or any term thereof, may be changed or waived
only by a written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
19. Delegation; Assignment. PFPC may assign its rights and delegate its duties
hereunder to any majority-owned direct or indirect subsidiary of PFPC or
PNC Bank Corp., provided that (i) PFPC gives the Fund 30 days prior
written notice of such assignment or delegation, (ii) the assignee or
delegate agrees to comply with the relevant provision of the 1940 Act, and
(iii) PFPC and such assignee or delegate promptly provide such information
as the Fund may reasonably request, and respond to such questions as the
Fund may reasonably ask, relative to the assignment or delegation
(including, without limitation, the capabilities of the assignee or
delegate).
20. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
21. Further Actions. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
22. Miscellaneous.
(a) Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties and supersedes all prior
agreements and understandings relating to the subject matter hereof,
provided that the parties may embody in one or more separate
documents their agreement, if any, with
16
respect to delegated duties and Oral Instructions.
(b) Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of
the provisions hereof or otherwise affect their construction or
effect.
(c) Governing Law. This Agreement shall be deemed to be a contract made
in Delaware and governed by Delaware law, without regard to
principles of conflicts of law.
(d) Partial Invalidity. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
(e) Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
(e) Facsimile Signatures. The facsimile signature of any party to this
Agreement shall constitute the valid and binding execution hereof by
such party.
17
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
By: /s/ Xxxxxx Xxxxxxxx
------------------------------
Title: Sr. Vice President
---------------------------
CITIZENS FUNDS
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Title: Secretary
---------------------------
---------------------------------------------
Business Approval By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Date: 2/17/00
-------
Legal Approval By: /s/ Xxxx X. [ILLEGIBLE]
-------------------------
Date: 2/17/00
-------
---------------------------------------------
18
EXHIBIT A
THIS EXHIBIT A, dated as of October 11, 1999, is Exhibit A to that certain
Transfer Agency Services Agreement dated as of October 11, 1999 between PFPC
Inc. and Citizens Funds.
PORTFOLIOS
Working Assets Money Market Fund, Standard Shares
Working Assets Money Market Fund Institutional Class Shares
Citizens Income Fund
Citizens Emerging Growth Fund, Standard Shares
Citizens Emerging Growth Fund, Institutional Class Shares
Citizens Emerging Growth Fund, Administrative Class Shares
Citizens Global Equity Fund, Standard Shares
Citizens Global Equity Fund, Institutional Class Shares
Citizens Global Equity Fund, Administrative Class Shares
Citizens Index Fund, Standard Shares
Citizens Index Fund, Institutional Class Shares
Citizens Index Fund, Administrative Class Shares
19
