SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Check the appropriate box:
[X] Preliminary Information Statement
[ ] Definitive Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Citizens Funds - with respect to its series Citizens Global Equity Fund
(Name of Registrant as Specified In Its Charter)
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[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of the filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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CITIZENS GLOBAL EQUITY FUND
One Harbour Place
Portsmouth, NH 03801
_____ __, 2004
Dear Shareholder:
As I wrote you at the end of August, McLean Budden Ltd. ("McLean Budden") has
been selected as the new subadviser for Citizens Global Equity Fund. This is an
exciting new relationship and part of our ongoing effort to improve the fund.
Enclosed is an information statement that relates to the approval of the new
subadvisory agreement with McLean Budden and explains why the Board of Trustees
approved the agreement. As you may be aware, Citizens Funds has obtained
exemptive relief from the Securities and Exchange Commission, which authorizes
our Trustees to approve new subadvisers without a shareholder vote under certain
circumstances. The information statement describes McLean Budden and the terms
of the subadvisory agreement. It's important to me that you fully understand our
decision, so I encourage you to read the information statement carefully.
Please bear in mind you are not being asked to vote, as this is not a proxy
statement.
If you have any questions, please feel free to call a shareholder services
representative at 800.223.7010. They are available 9 am - 6 pm Eastern Time,
Monday through Friday.
Sincerely,
Sophia Collier
President
PRELIMINARY MATERIALS - NOT FOR DISTRIBUTION
CITIZENS GLOBAL EQUITY FUND
One Harbour Place
Portsmouth, NH 03801
Telephone: (800) 223-7010
INFORMATION STATEMENT
This Information Statement is being provided to shareholders of Citizens Global
Equity Fund (the "Fund"), a series of Citizens Funds (the "Trust"), in lieu of a
proxy statement pursuant to the terms of an exemptive order that the Trust has
received from the Securities and Exchange Commission. The exemptive order
permits the Fund's investment manager, under certain circumstances, to hire new
subadvisers with the approval of the Trust's Board of Trustees, but without
obtaining shareholder approval. Pursuant to the exemptive order, the Trust has
agreed to provide certain information about any new subadvisers to the Fund's
shareholders. Accordingly, shareholders are not being asked to vote on the
hiring of the new subadviser, but are encouraged to review this Information
Statement.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
The Trust, a Massachusetts business trust organized on November 19, 1982, is
registered as an open-end diversified management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act "). The Fund was
designated as a separate series of the Trust on November 8, 1993 and commenced
operations on February 8, 1994. The Trust's Board of Trustees has the authority
to create additional series and may do so from time to time. The mailing address
of the Funds and the Trust is One Harbour Place, Portsmouth, New Hampshire
03801.
THE ANNUAL REPORT FOR THE FUND FOR THE PERIOD ENDED JUNE 30, 2004, INCLUDING
AUDITED FINANCIAL STATEMENTS, AND THE SEMI-ANNUAL REPORT FOR THE PERIOD ENDED
DECEMBER 31, 2003, PREVIOUSLY HAVE BEEN SENT TO SHAREHOLDERS AND ARE AVAILABLE
UPON REQUEST WITHOUT CHARGE BY CONTACTING CITIZENS FUNDS, ONE HARBOUR PLACE,
PORTSMOUTH, NEW HAMPSHIRE 03801 OR BY CALLING TOLL-FREE, (800) 223-7010.
This Information Statement is being mailed on or about _________ __, 2004.
BACKGROUND
Citizens Advisers, Inc., a New Hampshire corporation (the "Manager"), One
Harbour Place, Portsmouth, New Hampshire 03801, manages the assets of the Fund
pursuant to a Management Agreement, dated June 1, 1992, amended and restated as
of May 10, 2004 (the "Management Agreement"). The Management Agreement was most
recently approved by the Board of Trustees of the Trust, including a majority of
the Trustees who are not
"interested persons," as defined in the 1940 Act, of
any party to such Agreement (the "Independent Trustees"), on May 10, 2004. The
Management Agreement was most recently approved by shareholders of the Citizens
Global Equity Fund on July 3, 2001. See the "Management Agreement" section of
this Information Statement for additional information.
Subject to the terms of the Management Agreement, the Manager provides the Fund
with overall investment management services and, subject to such policies as the
Board of Trustees may determine, makes investment decisions for the Fund. The
Manager may select and employ one or more subadvisers to make the day-to-day
investment decisions for the Fund consistent with the guidelines and directions
set by the Manager and the Board of Trustees and in accordance with the
provisions of the 1940 Act, and the Trust's Declaration of Trust and By-Laws.
The Manager may terminate the services of any subadviser at any time.
MANAGEMENT AGREEMENT
As noted above, the Manager manages the assets of the Fund pursuant to the terms
of the Management Agreement. The Management Agreement continues in effect from
year to year, subject to approval annually by the Board of Trustees in
accordance with the 1940 Act. The Management Agreement may be terminated with
respect to the Fund at any time without the payment of any penalty upon not less
than 60 days' written notice by the Manager or by the Board of Trustees of the
Trust or upon the vote of the holders of a majority (as defined in the 1940 Act)
of the then issued and outstanding shares of the Fund. The Management Agreement
will automatically terminate in the event of its "assignment" (as defined in the
1940 Act).
Under the terms of the Management Agreement, the Manager is responsible for
determining which securities are to be bought and sold for the Fund, the timing
of such purchases and sales, and the placement of orders to effect purchases and
sales, subject to the provisions of the 1940 Act, the Trust's Declaration of
Trust and the investment objectives, policies, procedures and restrictions in
the Fund's current registration statement under the 1940 Act. The Manager is
required to use its best efforts in rendering these services.
The Management Agreement also provides that neither the Manager nor any
subadvisers will be liable for any loss to the Fund sustained by reason of the
purchase, sale or retention of any security so long as the purchase, sale or
retention was made in good faith. However, the Manager and any subadvisers will
not be protected against liability to the Fund or its shareholders by reason of
willful misfeasance, bad faith or gross negligence in the performance of their
duties or by reason of their reckless disregard of their obligations and duties
under the Management Agreement or the applicable subadvisory agreement.
The Management Agreement states that the Manager or any affiliate of the Manager
may act as investment adviser or principal underwriter for any other entity, and
that the Manager or any affiliate shall not be restricted from buying, selling
or trading securities for its or their own accounts or for the accounts of
others for whom it or they may be acting, provided the Manager represents that
it will not undertake any activities which, in its sole judgment, will adversely
affect the performance of its obligations to the Trust under the Management
Agreement.
The Management Agreement also provides that the Manager and any subadviser will
have no responsibility or liability for the accuracy or completeness of the
Fund's current registration statement under the 1940 Act, except for information
supplied by the Manager. Under the terms of the Management Agreement, the Trust
agrees to indemnify the Manager and any subadviser to the full extent permitted
by the Trust's Declaration of Trust.
The Manager also performs a wide variety of administrative duties for the Trust
under a separate administrative and shareholder services contract. The Manager
sometimes will perform services under this administrative contract directly, or
may contract to have specialized services provided by third parties. Fees for
administrative services under this contract (based on average annual net assets)
and expenses are payable twice monthly, but in no event less frequently than
semi-annually, and include a fee up to 0.15% for the Fund. The Manager also
receives a per account fee under this contract for shareholder services.
Investors should refer to Appendix A attached hereto for the complete terms of
the Management Agreement for the Fund. The description of the Management
Agreement set forth herein is qualified in its entirety by the provisions of the
Management Agreement as set forth in Appendix A.
MANAGEMENT FEES
Under the Management Agreement, the Fund pays the Manager a management fee at
the following annual rate of 1.00%.
The management fees are payable twice monthly, but in no event less frequently
than semi-annually, and are computed as of the close of business on each
business day at the annual rates indicated above.
The fees paid to the Manager for services provided to the Global Equity Fund,
net of expense waivers and reimbursements, for the period from July 1, 2003
through June 30, 2004, were $1,135,102.
As of June 30, 2004, the Global Equity Fund had net assets of $103,011,152.
FORMER SUBADVISER
SSgA Funds Management, Inc. ("SSgA") served as a subadviser of the Global Equity
Fund from October 17, 2001 to August 26, 2004. SSgA is the successor to the
mutual fund investment operations of State Street Global Advisors, which was
established in 1978 as a division of State Street Bank and Trust Company. SSgA
is a wholly-owned subsidiary of State Street Corporation. SSgA is located at One
Lincoln Street, Boston, Massachusetts.
As the subadviser of the Fund, SSgA was responsible for managing the assets of
the Fund in a manner consistent with the terms of the subadvisory agreement
between the Manager and SSgA (the "SSgA Subadvisory Agreement") and the
investment objectives of the Fund.
The SSgA Subadvisory Agreement was most recently approved by the Board of
Trustees of the Fund, including a majority of the Independent Trustees, on May
10, 2004 and pursuant to exemptive relief received from the Securities and
Exchange Commission, an information statement was sent to shareholders on May
15, 2002.
The Board of Trustees terminated the SSgA Subadvisory Agreement based upon
information provided to them regarding SSgA's performance as subadviser and upon
the Manager's recommendations. These recommendations were based on the Manager's
evaluation of the services provided by SSgA, and of its performance as
subadviser. See the "Evaluation by the Board of Trustees" section of this
Information Statement for additional information.
NEW SUBADVISER
Since August 27, 2004 McLean Budden Limited ("McLean Budden") has managed the
assets of the Fund that were previously managed by SSgA. On August 16, 2004, the
Board of Trustees approved a subadvisory agreement with McLean Budden which
allows McLean Budden to serve as subadviser to the Fund (the "New Subadvisory
Agreement"). The New Subadvisory Agreement will continue in effect for
successive annual periods after the Agreement's effectiveness so long as such
effectiveness is approved at least annually by a vote of a majority of the
Trustees of the Fund who are not interested persons of the Fund, or of the
Manager or of McLean Budden, at a meeting specifically called for the purpose of
voting on such approval, and by the Trustees of the Fund or by a vote of a
majority of the outstanding voting securities (as defined in the 1940 Act) of
the Fund. The SSgA Subadvisory Agreement contained similar provisions.
The New Subadvisory Agreement may be terminated at any time without the payment
of any penalty by the Trustees of the Fund, by vote of a majority of the
outstanding voting securities of the Fund, or by the Manager, on not more than
60 days' nor less than 30 days' written notice to McLean Budden. The New
Subadvisory Agreement may be terminated by McLean Budden on not less than 90
days' notice to the Trustees of the Fund and the Manager. The New Subadvisory
Agreement will automatically terminate in the event of its "assignment" (as
defined in the 1940 Act). The SSgA Subadvisory Agreement contained similar
provisions.
Under the New Subadvisory Agreement, McLean Budden will manage the investment
operations and the composition of such portion of the Fund's assets as the
Manager may designate from time to time, including the
purchase, retention and disposition thereof, in accordance with the Fund's
investment objective and policies as stated in the Fund's current registration
statement, subject to the provisions of the 1940 Act. In addition, McLean Budden
will furnish a continuous investment program for the Fund, and determine from
time to time what investments or securities will be purchased, retained or sold
by the Fund, and what portion of the assets will be invested or held uninvested
as cash. The SSgA Subadvisory Agreement contained similar provisions.
The New Subadvisory Agreement provides that the Manager will furnish McLean
Budden with an approved list of securities from which McLean Budden will select.
McLean Budden may purchase securities which it has suggested for addition to the
approved list and for which McLean Budden has prescreened based upon criteria
provided by the Manager. The New Subadvisory Agreement also provides that McLean
Budden will maintain the books and records with respect to the Fund's securities
transactions, will render periodic and special reports to the Board of Trustees
and the Manager as each may reasonably request, and will provide the Fund and
the Manager with a list of all securities transactions as reasonably requested
by the Fund or the Manager. The SSgA Subadvisory Agreement contained similar
provisions.
The New Subadvisory Agreement provides that the investment advisory services of
McLean Budden provided to the Fund and Manager are not to be deemed exclusive,
and McLean Budden is free to render similar services to others. The SSgA
Subadvisory Agreement contained similar provisions.
In the absence of willful misfeasance, bad faith or gross negligence on the part
of McLean Budden in the performance of its duties under the New Subadvisory
Agreement, reckless disregard of its duties under the New Subadvisory Agreement
or loss resulting from breach of McLean Budden's fiduciary duty, McLean Budden
will not be subject to any liability to the Manager, the Fund, or any of the
Fund's shareholders for any error of judgment, mistake of law or any other act
or omission in the course of, or connected with, rendering services under the
New Subadvisory Agreement for any losses that may be sustained in connection
with the purchase, holding, redemption or sale of any security on behalf of the
Fund. The SSgA Subadvisory Agreement contained similar provisions.
Shareholders should refer to Appendix B attached hereto for the complete terms
of the New Subadvisory Agreement with McLean Budden. The description of the New
Subadvisory Agreement set forth herein is qualified in its entirety by the
provisions in the New Subadvisory Agreement as set forth in Appendix B.
SUBADVISORY FEES
The Manager, not the Fund, pays all subadvisory fees. The fees payable under the
Subadvisory Agreement with SSgA accrued daily at the rate of 1/365th of the
advisory fee rate for the Fund, and were payable monthly on the third business
day of each month based on the annual percentages of the Fund's average daily
net assets during each month.
The fees payable by the Manager under the SSgA Subadvisory Agreement for the
Global Equity Fund are set forth below:
FEES PAYABLE UNDER THE SSGA SUBADVISORY AGREEMENT
0.35% on the first $500 million of net assets managed
0.25% on net assets managed over $500 million
The fees payable by the Manager under the New Subadvisory Agreement are set
forth below:
FEES PAYABLE UNDER THE NEW SUBADVISORY AGREEMENT
0.33% on the first $50 million of net assets managed; plus
0.30% on the next $50 million of net assets managed; plus
0.25% of net assets managed over $100 million
Fees payable under the New Subadvisory Agreement with respect to the Global
Equity Fund are lower than those that were payable under the terms of the SSgA
Subadvisory Agreement.
Fees paid to SSgA for services provided to the Global Equity Fund pursuant to
the SSgA Subadvisory Agreement for the period from July 1, 2003 to June 30, 2004
were $398,553.15. Had the New Subadvisory Agreement been in effect for the same
time period, the amount of fees that would have been payable to McLean Budden
would have been $349,858.90. Shareholders should note that the Manager, not the
Fund, pays all subadvisory fees. As a result, the New Subadvisory Agreement has
no effect on the amount of management fees paid by the Fund.
As of June 30, 2004, the Global Equity Fund had net assets of $103,011,152.
Neither McLean Budden nor any affiliated person of McLean Budden, nor any
affiliated person of any such affiliated person, received any fees from the
Manager or from the Fund for services provided to the Fund during the fiscal
year ended June 30, 2004. There were no material payments by the Manager or the
Fund to McLean Budden, any affiliated person of McLean Budden, or any affiliated
person of any such affiliated person, during the fiscal year ended June 30,
2004. In addition, for the fiscal year ended June 30, 2004, no commissions were
paid to any broker (i) that is an affiliated person of the Fund, (ii) that is an
affiliated person of any affiliated person of
the Fund, or (iii) an affiliated person of which is an affiliated person of the
Fund, the Manager, McLean Budden, or the distributor of the Funds.
INFORMATION REGARDING MCLEAN BUDDEN
McLean Budden is a Canadian corporation and has been a U.S. registered
investment adviser since March 2001. Sun Life Assurance Company of Canada, Inc.
("Sun Life") is the majority owner of McLean Budden. The principal offices of
Sun Life Assurance Company of Canada, Inc. ("Sun Life") are located at 150 King
Street West, Toronto, Ontario, Canada, and the principal offices of McLean
Budden are located at 145 King Street West, Suite 2525, Toronto, Ontario,
Canada.
MANAGEMENT AND GOVERNANCE. Listed below are the names, positions and principal
occupations of the principal executive officers and directors of McLean Budden
as of June 30, 2004. The principal business address of each individual, as it
relates to his or her duties at McLean Budden, is the same as that of McLean
Budden.
NAME PRINCIPAL OCCUPATION
Douglas Mahaffy President & Chief Executive Officer
John MacKinnon Vice President & Chief Financial Officer
May Hallward Executive Vice President & Managing Director
Craig Barnard Executive Vice President & Managing Director
Robert Murray Executive Vice President & Managing Director
Claude Prieur Director
John Lane Director
Robert Astley Director
No officer or Trustee of the Fund currently is an officer or employee of McLean
Budden. No officer or Trustee of the Fund owns the securities of or has any
other material direct or indirect interest in McLean Budden or any other person
controlling, controlled by or under common control with McLean Budden. Since
January 1, 2003, none of the Trustees of the Fund has had any material interest,
direct or indirect, in any material transactions, or in any material proposed
transactions, to which McLean Budden, Sun Life or any subsidiary of McLean
Budden or any subsidiary of Sun Life was or is to be a party.
MANAGEMENT ACTIVITIES. As of June 30, 2004, McLean Budden had approximately $23
billion in assets under management. McLean Budden does not act as investment
adviser or subadviser for any registered investment companies with investment
objectives similar to those of the Fund.
EVALUATION BY THE BOARD OF TRUSTEES
At a telephonic meeting held on August 5, 2004 and an in-person meeting held on
August 16, 2004, the Trustees of the Fund, including all of the Independent
Trustees, considered information with respect to whether the proposed New
Subadvisory Agreement was in the best interests of the Fund and its respective
shareholders. The Board of Trustees considered, among other factors,
representations by the Manager regarding the nature and quality of services
provided by McLean Budden and information regarding fees, expense ratios and
performance. In evaluating McLean Budden's ability to provide services to the
Fund, the Trustees also considered information as to McLean Budden's business
organization and personnel, and financial resources.
Before authorizing the Manager to terminate the SSgA Subadvisory Agreement, the
Board reviewed with the Manager its recommendation that the services of SSgA as
subadviser of the Fund be terminated. The Board also reviewed the performance of
the Citizens Global Equity Fund. The Board noted the poor performance of the
Fund for the calendar year ending December 31, 2003 and for the period of
January 1, 2004 through June 30, 2004. The Board also noted that the Fund
performed unfavorably versus comparable mutual funds over the same time periods.
The Manager noted that McLean Budden had a well defined and well-established
investment process, and an investment style compatible with the Fund's
investment objectives. The Manager further noted McLean Budden's and its
predecessor's track record for competitive performance. In evaluating McLean
Budden's ability to provide services to the Fund, the Trustees considered
information as to its management style and process, risks and other matters. The
Trustees compared the investment performance of certain equity accounts advised
by McLean Budden having an investment objective similar to the Fund against
various benchmarks.
Based upon their review, the Trustees concluded that (a) the terms of the New
Subadvisory Agreement were reasonable, fair and in the best interests of the
Fund and its shareholders, and (b) the fees provided in the New Subadvisory
Agreement were fair and reasonable in light of the usual and customary charges
made for services of the same nature and quality. Accordingly, after
consideration of the above factors, and such other factors and information as it
deemed relevant, the Board of Trustees, including all of the Independent
Trustees, unanimously approved the New Subadvisory Agreement.
ADDITIONAL INFORMATION
The Trust's distributor is Citizens Securities, Inc., One Harbour Place,
Portsmouth, New Hampshire 03801. The Trust's transfer agent and dividend-paying
agent and accounting agent is BISYS Fund Services, 3435 Stelzer Road, Columbus,
Ohio 43219.
As of August 31, 2004, the following number of shares of each class of each Fund
was outstanding:
STANDARD CLASS INSTITUTIONAL ADMINISTRATIVE TOTAL SHARES
FUND SHARES CLASS SHARES CLASS SHARES OUTSTANDING
---- -------------- ------------ -------------- -----------
Citizens Global 6,162,020.248 277,522.941 136,937.075 6,576,480.264
Equity Fund
As of December 31, 2003, the Trustees and officers of the Trust, individually
and as a group, owned beneficially or had the right to vote less than 1% of the
outstanding shares of the Fund.
As of August 31, 2004 the following persons owned of record or had the right to
vote 5% or more of the outstanding shares of the Fund
AMOUNT OF PERCENT OF
BENEFICIAL BENEFICIAL
FUND - CLASS NAME AND ADDRESS OF SHAREHOLDER OWNERSHIP INTEREST
- ------------ ------------------------------- ------------- ----------
Global Equity Fund - CHARLES SCHWAB & CO INC
Standard Class Shares ATTN MUTUAL FUNDS 2,084,169.001 33.82%
101 MONTGOMERY ST
SAN FRANCISCO,CA 94104
NATIONAL FINANCIAL SERV CORP
ATTN GLEN LUKE
200 LIBERTY ST 5TH FLR 466,744.950 7.57%
1 WORLD FINANCIAL CTR NEW
YORK, NY 10281
Global Equity Fund - FIDELITY INVESTMENTS
Institutional Class Shares INSTITUTIONAL OPS CO INC AS
AGENT FOR CERTAIN EMPLOYEE
BENEFIT PLAN 69,087.227 24.89%
100 MAGELLAN WAY
COVINGTON, KY 41015
WEA TAX SHELTERED ANNUITY
TRUST 96,589.354 34.80%
45 NOB HILL RD
MADISON, WI 53713
SEI TRUST COMPANY
C/O LAIRD NORTON 53,009.610 19.10%
ONE FREEDOM VALLEY DR
OAKS, PA 19456
TURTLE CO
C/O STATE ST BANK & TRUST CO
BOX 5489 41,341.802 14.90%
BOSTON, MA 02206
Global Equity Fund - ING LIFE INSURANCE & ANNUITY
Administrative Class Shares 151 FARMINGTON AVE 8,210.605 6.00%
HARTFORD, CT 06156
ING NATIONAL TRUST
151 FARMINGTON AVE 81,085.875 59.21%
HARTFORD, CT 06156
CHASE MANHATTAN BANK
HAYWARD MEMORIAL HOSP &
NURSING 403B 8,857.805 6.47%
ONE CHASE SQUARE
ROCHESTER, NY 14643
CHASE MANHATTAN BANK NA
ADVANCED HOME CARE 403B
ONE CHASE SQUARE 9,764.421 7.13%
ROCHESTER, NY 14643
The Trust is a Massachusetts business trust and as such is not required to hold
annual meetings of shareholders, although special meetings may be called for a
Fund for purposes such as electing Trustees or removing Trustees, changing
fundamental policies, or approving an advisory contract. Shareholder proposals
to be presented at any subsequent meeting of shareholders must be received by
the Trust at the Trust's office within a reasonable time before the proxy
solicitation is made.
By Order of the Board of Trustees,
Sophia Collier
President
__________ __, 2004
APPENDIX A
MANAGEMENT AGREEMENT
Agreement made as of the first day of June, 1992, and amended and restated
as of May 10, 2004 between Citizens Funds (formerly, Citizens Investment Trust)
(the "Trust"), a Massachusetts business trust, and Citizens Advisers, Inc., a
New Hampshire corporation (the "Manager").
WHEREAS, the Trust's shares of beneficial interest ("Shares") are divided
into separate series;
WHEREAS, the Trust wishes to retain the services of a manager with respect
to the Shares of each of its series listed on Exhibit A hereto (each, a "Fund,"
and collectively, the "Funds");
WHEREAS, Manager has agreed to act as manager with respect to each Fund;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
WITNESSETH:
In consideration of the mutual promises and agreements herein contained and
other good and valuable consideration, the receipt of which is hereby
acknowledged, it is hereby agreed by and between the parties hereto as follows:
I. In General
The Manager agrees, all as more fully set forth herein, to act as
managerial investment adviser to the Trust with respect to the investment
of the assets of each Fund, and to supervise and arrange for the purchase
and sale of securities held in each Fund.
II. Duties and Obligations of the Manager with Respect to Investment of Assets
in the Trust
A. Subject to the succeeding provision of this section and subject to
the direction and control of the Board of Trustees of the Trust, the
Manager is responsible for:
1. determining which securities are to be bought and sold for each
Fund; and
2. the timing of such purchases and sales as well as the placement
of orders to effect these purchases and sales.
The Manager, at its sole option and expense, may, subject to the provisions of
the Investment Company Act of 1940, as amended (the "Act"), delegate some or all
of these duties to one or more sub-managers.
B. Any investment purchases or sales made by the Manager shall at all
times conform to and be in accordance with any requirements imposed by:
1. the provisions of the Act, and of any rules and regulations in
force thereunder;
2. any other applicable provisions of law;
3. the provisions of the Declaration of Trust and By-Laws of the
Trust, each as amended from time to time;
4. any policies and determinations of the Board of Trustees of the
Trust; and
5. the fundamental policies of the Trust, as reflected in the
applicable then-current registration statement of the Trust under
the Act, or as amended by the Shareholders of the Trust.
C. The Manager shall use its best efforts in rendering services hereunder,
but neither the Manager nor any sub-manager shall be liable for any loss
sustained by reason of the purchase, sale or retention of any security,
whether or not such purchase, sale or retention shall have been based upon
its own investigation and research or upon the investigation or research
of another entity including, but not limited to, in the case of the
Manager or a sub-manager, the employees or agents of the Manager or any
sub-manager, provided that such purchase, sale or retention was made in
good faith. Nothing herein contained shall, however, be construed to
protect the Manager or any sub-manager against any liability to the Trust
or its Shareholders by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement.
D. Nothing in this Agreement shall prevent the Manager or any affiliated
person (as defined in the Act) of the Manager from acting as investment
adviser or manager and/or principal underwriter for any other entity and
shall not in any way restrict the Manager, any sub-manager, or any such
affiliated person from buying, selling or trading securities for its or
their own accounts or for the accounts of others for whom they may be
acting, provided that the Manager represents that it will not undertake
any activities which, in its sole judgment, will adversely affect the
performance of its obligations to the Trust under this Agreement. The
Trust expressly acknowledges that the trade name "Citizens", and each
Fund's name (collectively, the "Trade Names") are not the property of the
Trust for any purpose. The Trust may use the Trade Names only in the
manner allowed by the Manager. The Trust further agrees that in the event
that the Manager
ceases to be the Trust's investment manager for any reason, the Trust will
promptly take all necessary steps to stop using the Trade Names.
E. It is agreed that the Manager and any sub-manager, will have no
responsibility or liability for the accuracy or completeness of the
Trust's registration statement under the Act or the Securities Act of
1933, as amended, except for information supplied by the Manager for
inclusion therein. The Trust agrees to indemnify the Manager and any
sub-manager to the full extent permitted by the Trust's Declaration of
Trust.
III. Allocation of Expenses
The Manager agrees that it (or a sub-manager) will provide the Trust, at the
Manager's expense, with all office space, facilities, equipment and clerical
personnel necessary for carrying out its duties under this Agreement. The
Manager will also pay all compensation of all Trustees, officers and employees
of the Trust who are affiliated persons (as defined in the Act) of the Manager.
All costs and expenses not expressly agreed to be paid by the Manager or a
sub-manager as described above, shall be paid by the Trust, including but not
limited to:
1. interest and taxes;
2. brokerage commissions;
3. insurance premiums;
4. compensation and expenses of the Trust's Trustees who are not
affiliated persons of the Manager;
5. legal and audit expenses;
6. fees and expenses of the Trust's custodian, shareholder servicing
agent, transfer agent, fund accountant and record keeping agent;
7. expenses incident to the issuance of the Trust's shares of
beneficial interest, including those shares issued as reinvested
dividends;
8. fees and expenses incident to the registration of the Fund or its
shares of beneficial interest under Federal or State securities
laws;
9. expenses of preparing, printing or mailing reports and notices
and proxy material sent to the Shareholders of the Trust;
10. all other expenses incidental to holding meetings of the
Shareholders of the Trust;
11. dues, assessments and/or contributions to the Investment Company
Institute or any successor thereto;
12. such non-recurring expenses as may arise, including those
relating to litigation affecting the Trust and the legal obligation
of the Trust to indemnify its officers and Trustees with respect
thereto; and
13. all expenses which the Trust agrees to bear in any distribution
agreement with the Manager or any other entity or
in any plan adopted by the Trust pursuant to rule 12b-1 under the
Act.
IV. Compensation of the Manager
The Trust agrees to pay the Manager and the Manager agrees to accept as full
compensation for all of the services rendered by the Manager hereunder, an
annual management fee payable twice monthly but in no event less frequently than
semi-annually and computed as of the close of each business day at the annual
rates with respect to each Fund as detailed in Exhibit A.
V. Duration, Revisions and Term
A. This Agreement is effective as to all Funds listed on Exhibit A on
the date of the amendment and restatement of this Agreement, and, as to
any series added to Exhibit A after the date hereof, this Agreement shall
become effective with respect to that series on the date indicated on
Exhibit A attached hereto. Exhibit A may be amended from time to time to
add additional series of the Trust as agreed by the Trust and Manager.
This Agreement shall, unless terminated as herein provided, continue in
effect with respect to a Fund for successive annual periods after its
effectiveness so long as such continuance is specifically approved, with
respect to such Fund, at least annually by the Trust's Board of Trustees,
including a majority of Trustees who are not parties to this Agreement, or
"interested persons" (as defined in the Act) of any such party. Such vote
must be cast in person at a meeting of the Board of Trustees called for
the purpose of voting on such approval.
B. Revisions to this Agreement with respect to any Fund may be made
only if such amendment is approved by the "vote of a majority of the
outstanding voting securities" (as defined in the Act) of the Fund (except
for any such amendment as may be effected in the absence of such approval
without violating the Act).
C. This Agreement may be terminated with respect to any Fund without
penalty by either party upon not less than 60 days written notice,
provided that such termination by the Trust shall be directed and approved
by a majority of all its Trustees in office at that time or upon the vote
of the holders of a majority (as defined in the Act) of the then issued
and outstanding shares of beneficial interest of the Fund. This Agreement
shall automatically terminate in the event of its assignment.
VI. Binding Only on Trust Property and Applicable Fund
The Manager acknowledges that the obligations of the Trust under this Agreement
are binding only on Trust property and not upon any Shareholder personally. The
Manager is aware that the Trust's Declaration
of Trust disclaims individual Shareholder liability for acts and obligations of
the Trust.
Each party acknowledges and agrees that all obligations of each Fund are binding
only with respect to that Fund; that any liability of a Fund under this
Agreement, or in connection with the transactions contemplated herein, shall be
discharged only out of the assets of that Fund; and that no other series of the
Trust shall be liable with respect to this Agreement or in connection with the
transactions contemplated herein.
In witness whereof, the parties have caused the foregoing instrument to be
executed by duly authorized persons, all as of the day and year first above
written.
CITIZENS FUNDS
on behalf of each of its series
listed on Exhibit A hereto CITIZENS ADVISERS, INC.
By: /s/ Sophia Collier By: /s/ Sean Driscoll
EXHIBIT A
TO APPENDIX A
FUND COMPENSATION
---- ------------
Citizens Core Growth Fund 0.50%
Citizens Emerging Growth Fund 1.00%
Citizens Small Cap Core Growth Fund 0.50%
Citizens Value Fund 0.70%
(added September 20, 2001)
Citizens Global Equity Fund 1.00%
Citizens Income Fund 0.65%
Citizens Money Market Fund 0.35%*
Citizens Balanced Fund 0.65%
(added August 19, 2002)
Citizens Ultra Short Bond Fund 0.35%
(added August 19, 2002)
Citizens Government Obligations Fund 0.20%
(added August 19, 2002)
Citizens Prime Money Market Fund 0.25%
(added August 19, 2002)
Citizens 300 Fund 0.20%
(added February 17, 2003)
Citizens Investment Grade Bond Fund 0.45%
(added February 17, 2003)
Citizens Small Cap Value Fund 0.75%
(added November 17, 2003)
*For any period Citizens Money Market Fund ("Fund") invests its assets in
Citizens Prime Money Market Fund, the total management fee payable to Citizens
Advisers under the Management Agreement with respect to the Fund shall not
exceed 0.35% per annum of the Fund's average net assets minus the Fund's
allocable share of the management fees paid to Citizens Advisers from Citizens
Prime Money Market Fund (effective as of February 17, 2003).
APPENDIX B
The following Subadvisory Agreement is a conformed copy of the Investment
Sub-Advisory Agreement of Citizens Global Equity Fund.
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
CITIZENS ADVISERS, INC.
AND
McLEAN BUDDEN LIMITED
This Agreement is made as of this 27th day of August, 2004, between Citizens
Advisers, Inc., a New Hampshire corporation (the "Adviser"), and McLean Budden
Limited, a corporation incorporated under the laws of Canada (the
"Sub-Adviser").
WHEREAS, the Adviser is in the business of providing investment advisory
services; and
WHEREAS, the Sub-Adviser is in the business of providing investment advisory
services; and
WHEREAS, Citizens Funds (the "Investment Company") is a Massachusetts business
trust that is an open-end, diversified management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), currently
consisting of multiple series, each having its own investment policy; and
WHEREAS, the Citizens Global Equity Fund (the "Fund") is a series of the
Investment Company; and
WHEREAS, pursuant to the Management Agreement between the Investment Company and
the Adviser, dated June 1, 1992, amended and restated as of May 10, 2004, and as
may be further amended from time to time (the "Management Agreement"), the
Adviser is required to perform investment advisory services to the series of the
Investment Company including the Fund; and
WHEREAS, the Adviser desires to retain the Sub-Adviser to render investment
advisory services to the Investment Company with respect to the Fund, and the
Sub-Adviser is willing to render such services;
NOW, THEREFORE, in consideration of the mutual agreements contained herein, the
parties hereto agree as follows:
1. APPOINTMENT OF SUB-ADVISER. In accordance with and subject to the Management
Agreement, the Adviser hereby appoints the Sub-Adviser to act as investment
sub-adviser to the Fund for the period and on the terms set forth in this
Agreement. The Sub-Adviser accepts such appointment and agrees to render the
services herein set forth, for the compensation herein provided. Notwithstanding
any provision of this Agreement to the contrary, the Adviser shall retain all
rights and ultimate responsibilities to supervise and, in its discretion,
conduct investment activities relating to the Fund.
2. ADVISORY DUTIES. The Sub-Adviser shall manage the investment operations and
the composition of such portion of the Fund's assets as the Adviser may
designate from time to time, including the purchase, retention and disposition
thereof, in accordance with the Fund's investment objective and policies as
stated in the Investment Company's then-current Registration Statement relating
to the Fund. The Sub-Adviser's duties hereunder are subject to the following
understandings:
(a) The Sub-Adviser shall provide supervision of investments, furnish a
continuous investment program for the Fund, determine from time to time what
investments or securities will be purchased, retained or sold by the Fund, and
what portion of the assets will be invested or held uninvested as cash;
(b) The Sub-Adviser, in the performance of its duties and obligations
under this Agreement, shall act in conformity with the Declaration of Trust and
By-Laws of the Investment Company, as each may be amended from time to time, and
the then-current Registration Statement of the Investment Company and with the
instructions and directions of the Board of Trustees of the Investment Company
or the Adviser, provided, however, the Sub-Adviser shall not be responsible for
acting contrary to any of the foregoing that are changed without notice of such
change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with
the applicable requirements of the 1940 Act and all other applicable federal or
state laws and regulations;
(c) The Sub-Adviser shall promptly communicate to the officers and
Trustees of the Investment Company and the Adviser such information relating to
Fund transactions as they may reasonably request. On occasions when the
Sub-Adviser deems the purchase or sale of a security to be in the best interest
of the Fund as well as other clients, the Sub-Adviser, to the extent permitted
by applicable laws and regulations, may aggregate the securities to be sold or
purchased, provided that in the reasonable opinion of the Sub-Adviser, all
accounts are treated equitably and fairly. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transactions, shall be made by the Sub-Adviser in the manner it considers to be
the most equitable and consistent with its fiduciary obligations to the
Investment Company and to such other clients;
(d) For the purposes of compliance with the Fund's prospectus language on
"social criteria" the Adviser will furnish the Sub-Adviser with an approved list
of securities from which the Sub-Adviser will select. The Sub-Adviser may
purchase securities which it has suggested for addition to the approved list and
for which the Sub-Adviser has prescreened based upon the criteria provided by
the Adviser. The Sub-Adviser shall not purchase securities which have been
rejected by the Adviser for inclusion on the approved list;
(e) The Sub-Adviser shall maintain books and records with respect to the
Investment Company's securities transactions and shall render to the Investment
Company's Board of Trustees and the Adviser such periodic and special reports as
the Board or the Adviser may reasonably request;
(f) The Sub-Adviser shall provide the Investment Company and the Adviser
with a list of all securities transactions as reasonably requested by the
Investment Company or the Adviser;
(g) The investment advisory services of the Sub-Adviser to the Investment
Company and the Adviser under this Agreement are not to be deemed exclusive, and
the Sub-Adviser shall be free to render similar services to others; and
(h) Should the Trustees of the Investment Company or the Adviser at any
time make a definite determination as to investment policy and notify the
Sub-Adviser thereof, the Sub-Adviser shall be bound by such determination for
the period, if any, specified in such notice or until notified that such
determination has been revoked. Further, the Adviser or the Trustees of the
Investment Company may at any time, upon notice to the Sub-Adviser, suspend or
restrict the right of the Sub-Adviser to determine what assets shall be
purchased, sold or exchanged and what portion, if any, of the assets shall be
held uninvested.
3. EXECUTION AND ALLOCATION OF PORTFOLIO BROKERAGE TRANSACTION. The
Sub-Adviser, subject to and in accordance with any directions which the
Investment Company's Board of Trustees may issue from time to time, shall place,
in the name of the Investment Company, on behalf of the Fund, orders for the
execution of the securities transactions in which the Fund is authorized to
invest. When placing such orders, the primary objective of the Sub-Adviser shall
be to obtain the best net price and execution for the Fund but this requirement
shall not be deemed to obligate the Sub-Adviser to place any order solely on the
basis of obtaining the lowest commission rate if the other standards set forth
in this section have been satisfied. The Investment Company recognizes that
there are likely to be many cases in which different brokers are equally able to
provide such best price and execution and that, in selection among such brokers
with respect to particular trades, it is desirable to choose those brokers who
furnish "brokerage and research services" (as defined in Section 29(e)(3) of the
Securities and Exchange Act of 1934) or statistical quotations and other
information to the Investment Company, the Adviser
and/or the Sub-Adviser in accordance with the standards set forth below.
Moreover, to the extent that it continues to be lawful to do so, the Sub-Adviser
may place orders with a broker who charges a commission higher than another
broker would have charged for effecting that transaction, provided that the
excess commission is reasonable in relation to the value of brokerage and
research services provided by that broker. Accordingly, the Investment Company
and the Sub-Adviser agree that:
(a) If the Fund adopts procedures pursuant to Rule 17e-1 of the 1940 Act,
affiliated brokers of Adviser or Sub-Adviser, when the Sub-Adviser has
determined that the Fund will receive competitive execution, price and
commissions and in accordance with such 17e-1 procedures. The Sub-Adviser shall
render regular reports to the Investment Company, not more frequently than
quarterly, of how much total brokerage business has been placed with affiliated
brokers of Adviser, and the manner in which the allocation has been
accomplished.
(b) Subject to the foregoing, the Sub-Adviser shall possess sole discretion
regarding the selection of broker/dealers through which its securities
transactions are executed.
4. BOOKS AND RECORDS. The Sub-Adviser shall keep the Fund's books and records
required to be maintained by it pursuant to paragraph 2(e) hereof. The
Sub-Adviser agrees that all records which it maintains for the Fund are the
property of the Investment Company and it shall surrender promptly to the
Investment Company any of such records upon the Investment Company's request.
The Sub-Adviser further agrees to preserve for the periods prescribed by Rule
31a-2 of the Commission under the 1940 Act any such records as are required to
be maintained by Rule 31a-1(f) under the 1940 Act. Nothing herein shall prevent
the Sub-Adviser from maintaining its own records as required by law, which may
be a duplication of the Investment Company's records.
5. REPORTS TO SUB-ADVISER. The Investment Company agrees to furnish the
Sub-Adviser at its principal office all prospectuses, proxy statements, reports
to shareholders, sales literature or other material prepared for distribution to
shareholders of the Fund or the public, which refer in any way to the
Sub-Adviser. The Investment Company shall furnish or otherwise make available to
the Sub-Adviser such other information relating to the business affairs of the
Investment Company as the Sub-Adviser at any time, or from time to time,
reasonably requests in order to discharge its obligations hereunder.
6. PROXIES. Unless otherwise directed by the Board of Trustees of the Investment
Company or the Adviser, the Sub-Adviser shall not exercise any right to vote,
appurtenant to any securities or other property held in the Fund's investment
portfolio, but shall have the authority to oppose or to consent to the
reorganization, consolidation, merger, or readjustment of the finances of any
corporation, company or association, or to the sale, mortgage, pledge or lease
of the property of any corporation, company or association any of the securities
of which are held in the
Fund's investment portfolio and to do any act which may be necessary or
advisable in connection therewith provided that the Sub-Adviser is advised of
the corporate action by the Custodian.
7. EXPENSES. During the term of this Agreement, the Sub-Adviser shall pay all of
its own expenses incurred by it in connection with its activities under this
Agreement and the Adviser and/or Fund, as they may agree from time to time,
shall bear all expenses that are incurred in their operations not specifically
assumed by the Sub-Adviser.
Expenses borne by the Fund will include but not be limited to the following (or
the Fund's proportionate share of the following): (a) brokerage commissions
relating to securities purchased or sold by the Fund or any losses incurred in
connection therewith; (b) fees payable to and expenses incurred on behalf of the
Fund by the Investment Company's administrator; (c) expenses of organizing the
Investment Company and the Fund; (d) filing fees and expenses relating to the
registration and qualification of the Fund's shares and the Investment Company
under federal or state securities laws and maintaining such registrations and
qualifications; (e) fees and salaries payable to the Investment Company's
Trustees and officers who are not officers or employees of the Investment
Company's administrator, any investment adviser or underwriter of the Investment
Company; (f) taxes (including any income or franchise taxes) and governmental
fees; (g) costs of any liability, uncollectible items of deposit and other
insurance or fidelity bonds; (h) any costs, expenses or losses arising out of
any liability of or claim for damage or other relief asserted against the
Investment Company or the Fund for violation of any law; (i) legal, accounting
and auditing expenses, including legal fees of any special counsel for the
independent Trustees; (j) charges of custodians, transfer agents and other
agents; (k) costs of preparing share certificates (if any); (l) expenses of
setting in type and printing Prospectuses and Statements of Additional
Information and supplements thereto for existing shareholders, reports and
statements to shareholders and proxy material; (m) any extraordinary expenses
(including fees and disbursements of counsel) incurred by the Investment Company
or the Fund; and (n) fees and other expenses incurred in connection with
membership in investment company organizations.
8. COMPENSATION OF THE SUB-ADVISER. For the services to be rendered by the
Sub-Adviser as provided in this Agreement the Adviser shall pay to the
Sub-Adviser such compensation as designated in Exhibit A to this Agreement. The
Investment Company and the Fund shall not be liable to the Sub-Adviser for the
compensation of the Sub-Adviser, should the Adviser fail to meet its financial
obligations owed to the Sub-Adviser. If the Sub-Adviser serves for less than the
whole period of this Agreement, the Sub-Adviser's compensation shall be pro
rated in accordance with the time served under the Agreement.
9. LIMITATION OF SUB-ADVISER'S LIABILITY. In the absence of (a) willful
misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in
performance of its obligations and duties hereunder, (b) reckless disregard by
the Sub-Adviser of its obligations and duties hereunder, or (c) a loss resulting
from a beach of fiduciary duty with respect to the receipt of compensation for
services (in which case, any award of damages shall be limited to the period and
the amount set forth in Section 36(b)(3) of the 1940 Act), the Sub-Adviser shall
not be subject to any liability whatsoever to the Adviser or the Investment
Company, or to any shareholder of the Investment Company, for any error of
judgment, mistake of law or any other act or omission in the course of, or
connected with, rendering services hereunder including, without limitation, for
any losses that may be sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of the Investment Company. The
parties agree that any stated limitations on liability shall not relieve the
Sub-Adviser from any responsibility or liability under state or federal
statutes. The Fund may enforce any obligations of the Sub-Adviser under this
Agreement, and may recover directly from the Sub-Adviser for any liability it
may have to the Fund.
10. DURATION AND TERMINATION.
(a) This Agreement shall become effective on the date of its execution and
shall govern the relations between the parties hereto thereafter, and shall
remain in force until one year after initial approval by the Board of Trustees
of the Fund. This Agreement shall continue in effect with respect to the Fund
for successive annual periods after its effectiveness so long as such
continuance is specifically approved at least annually (i) by the vote of a
majority of the Board of Trustees of the Fund who are not interested persons of
the Fund, or of the Adviser, or of the Sub-Adviser at a meeting specifically
called for the purpose of voting on such approval, and (ii) by the Board of
Trustees of the Fund or by vote of a majority of the outstanding voting
securities of the Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be construed in a
manner consistent with the 1940 Act and all rules, regulations and orders
thereunder. Should the Agreement not be approved for continuance, the Adviser
shall provide the Sub-Adviser with prompt notice.
(b) This Agreement may be terminated at any time without the payment of
any penalty by the Trustees of the Investment Company, by vote of a majority of
the outstanding voting securities of the Fund, or by the Adviser, on not more
than sixty (60) days nor less than thirty (30) days written notice to the
Sub-Adviser. This Agreement may be terminated by the Sub-Adviser on not less
than ninety (90) days notice to the Trustees of the Investment Company and the
Adviser. This Agreement shall automatically terminate in the event of its
assignment.
(c) This Agreement may be amended by the Adviser and the Sub-Adviser only
if such amendment is approved by the vote of a majority of the outstanding
voting securities of the Fund (except for any such amendment as may be effected
in the absence of such approval without violating the 1940 Act).
(d) The terms "specifically approved at least annually," "vote of a
majority of the outstanding voting securities," "assignment," "affiliated
persons" and "interested persons," when used in this Agreement, shall have the
respective meanings specified in, and shall be construed in a manner consistent
with, the 1940 Act, subject, however, to such exemptions as may be granted by
the Securities and Exchange Commission under the 1940 Act.
11. CHOICE OF LAW. This Agreement shall be construed in accordance with the laws
of the Commonwealth of Massachusetts and any applicable federal law.
12. REPRESENTATIONS OF THE ADVISER. The Adviser represents and warrants that:
(a) it has received a copy of Part II of the Sub-Adviser's Form ADV;
it has full corporate power and authority to enter into this Agreement and to
carry out its terms; and
in the event that the Adviser, Sub-Adviser and Trustees of the Investment
Company agree to the use of futures in the Fund, the Adviser agrees that at that
time the Fund will be either (i) excluded from the definition of the term "pool"
under Section 4.5 of the General Regulations under the Commodity Exchange Act
("Rule 4.5"), or (ii) a qualifying entity under Rule 4.5(b) for which a notice
of eligibility has been filed.
13. COVENANTS OF THE SUBADVISER. The Sub-Adviser agrees that it (i) will not
deal with itself or any of its affiliates, or with the Trustees of the
Investment Company or the Investment Company's principal underwriter, if any, as
principal, broker or dealer in making purchases or sales of securities or other
property for the account of the Investment Company except as permitted by the
1940 Act and all rules, regulations and orders thereunder, (ii) will comply with
all other provisions of the Investment Company's Declaration of Trust and
By-Laws then in effect and the Fund's current prospectus relative to the
Sub-Adviser, its directors, officers, employees and affiliates, and (iii) will
comply with all other laws, rules, regulations and orders applicable to the
activities contemplated herein.
14. LIMITATION OF LIABILITY. It is expressly acknowledged and agreed that the
obligations of the Investment Company hereunder shall not be binding upon any of
the Shareholders, Trustees, officers, employees or agents of the Investment
Company, personally, but shall bind only the trust property of the Investment
Company allocated to the Fund, as provided in its Declaration of Trust dated as
of July 3, 2001, as amended from time to time (the "Declaration"). The execution
and delivery of this Agreement have been authorized by the Trustees of the
Investment Company and signed by an officer of the Investment Company, acting as
such, and neither such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Investment Company allocated to the Fund as
provided in its Declaration.
IN WITNESS WHEREOF, the due execution hereof as of the date first above written.
Attest: CITIZENS ADVISERS, INC.
By: /s/ Marcia S. Kovalik By: /s/ Sean P. Driscoll
---------------------- --------------------------
Name: Sean P. Driscoll
Title: Senior Vice President
Attest: MCLEAN BUDDEN LIMITED
By: /s/ Scott Murphy By: /s/ Mary Hallward
------------------------ --------------------------
Name: Mary Hallward
Title: EVP & Managing Director
Acknowledged as of the date first set forth above.
CITIZENS FUNDS
On behalf of the Citizens Global Equity Fund
By: /s/ Sophia Collier
Name: Sophia Collier
Title: President
EXHIBIT A
To Appendix B
As consideration for the Sub-Adviser's services to the Fund, the Sub-Adviser
shall receive from the Adviser an annual advisory fee, accrued daily and payable
monthly within 10 days of each month, of the following annual percentages of the
Fund's average daily net assets during the month:
Citizens Global Equity Fund 0.33% on the first $50 million of net assets
managed; plus
0.30% on the next $50 million of net assets
managed; plus
0.25% on net assets managed over $100 million
We mutually agree that this schedule be appended to, and form part of the
Investment Sub-Advisory Agreement and that this Exhibit A supersedes any
previous Exhibit A or agreement between us.