As filed with the Securities and Exchange Commission on March 7, 2005 File No. 811-03626 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANY CITIZENS FUNDS (Exact Name of Registrant as Specified in Charter) One Harbour Place, Suite 400, Portsmouth, New Hampshire 03801 (Address of Principal Executive Offices) Registrant's Telephone Number, including Area Code: (603) 436-5152 Sophia Collier Citizens Advisers, Inc. One Harbour Place Suite 400 Portsmouth, NH 03801 (Name and address of agent for service) June 30 (Date of fiscal year end) December 31, 2004 (Date of reporting period) ITEM 1. REPORTS TO STOCKHOLDERS. [CITIZENS FUNDS LOGO] SEMI-ANNUAL REPORT 12.31.2004 AND SUPPLEMENTAL COMMENTARY CITIZENS 300 FUND CITIZENS CORE GROWTH FUND CITIZENS EMERGING GROWTH FUND CITIZENS SMALL CAP CORE GROWTH FUND CITIZENS VALUE FUND CITIZENS SMALL CAP VALUE FUND CITIZENS GLOBAL EQUITY FUND CITIZENS BALANCED FUND CITIZENS INCOME FUND CITIZENS ULTRA SHORT BOND FUND CITIZENS MONEY MARKET FUND [PICTURE] NOT A PART OF THE SEMI-ANNUAL REPORT TABLE OF CONTENTS SUPPLEMENTAL COMMENTARY Letter from the president 1 Citizens focus: responsible investing and advocacy 2 Citizens focus: market overview 5 SEMI-ANNUAL REPORT Risks of mutual fund investing 6 Benchmarks 7 Portfolio review 9 Citizens Funds holdings 35 Portfolio composition 58 Statements of assets and liabilities 60 Statements of operations 62 Statements of changes in net assets 64 Financial highlights 68 Financial notes 74 Table of shareholder expenses 82 Shareholder services 84 PLEASE CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES OF CITIZENS FUNDS CAREFULLY BEFORE INVESTING. FOR THIS AND OTHER INFORMATION, PLEASE CALL 800.223.7010 OR VISIT WWW.CITIZENSFUNDS.COM FOR A FREE PROSPECTUS AND READ IT CAREFULLY BEFORE INVESTING. NOT A PART OF THE SEMI-ANNUAL REPORT LETTER FROM THE PRESIDENT [PHOTO OF SOPHIA COLLIER] DEAR SHAREHOLDER This report debuts a few changes, such as more detailed portfolio reviews to give you more of the thinking behind our decisions. We have also sought to highlight some of the opportunities and risks of each fund's investment approach which I hope you will consider as you read the report. We continue to make significant progress on our efforts to strengthen our organization. Jon White took the helm of Citizens Core Growth Fund on July 1st and I believe that Jon has already made an impact, delivering positive returns that exceed the fund's benchmark. I am also pleased McLean Budden, a respected global manager based in Toronto, began managing Citizens Global Equity Fund on August 27th. They use a team approach, and, impressively, their team has been working together very successfully for over 14 years! We are optimistic that their experience working together will benefit the fund. Citizens Small Cap Core Growth Fund celebrated its five-year anniversary in December by placing in the 26th percentile of 310 small-cap growth funds tracked by Lipper based on its total return from 12.31.99 through 12.31.04. In calendar year 2004, Lipper placed it in the 74th percentile in a peer group of 515 funds. As you consider investment options, I hope you will take a look at this fund. We had several exciting social responsibility initiatives, which you can read about on page 4. Overall, our funds finished the year on a positive trend, and going forward we will continue to focus strongly on investment performance, client service and social responsibility -- the same "back to basics" strategy we adopted when I returned as president over two years ago. Sincerely, /s/ Sophia Collier ------------------ Sophia Collier President 1 NOT A PART OF THE SEMI-ANNUAL REPORT CITIZENS FOCUS RESPONSIBLE INVESTING AND ADVOCACY We know companies, like people, can change their ways. After paying fines and losing goodwill for bad actions, some set a straighter course, and a few may become progressive leaders in their industries. That's why we never deem a company "rejected" forever. As with old dogs and new tricks, however, we find many companies just don't learn. In the last six months our social research team screened several companies that failed earlier reviews. We found the following companies still didn't meet our standards. WHY SOME FAILED OUR SCREENS - AGAIN We rejected Abbott Laboratories in late 2002 for low marks on product safety and business practices. In our review this fall we found progress on product safety, including a new team of executives focused solely on improving safety and quality procedures. Regrettably, we found more reasons to be concerned about the company's business practices. In 2003 the company paid over $600 million for obstructing a federal investigation into Medicare and Medicaid billing practices. This was on top of the $800 million we knew the company had paid in 2001 relating to separate fraud allegations against these healthcare programs. We rejected Church & Dwight, maker of toiletries such as Nair hair remover, Aim toothpaste and ARRID deodorant, for testing some of its products on animals. When rescreening Church & Dwight in the fall of 2004, a representative said the company had significantly reduced but not yet eliminated such testing. We still believe the company can and should do better. Longview Fibre is one of the largest pulp and paper mills in the world. We rejected the company several years ago for environmental pollution. The good news is our rescreening uncovered nothing objectionable on this front. In fact the company looked pretty good. What concerned us this time, however, was learning that it was cited and fined numerous times by state authorities for safety matters, including a repeat violation which led to the death of a worker in January 2004. In 2002 we rejected Morgan Stanley due to concerns about gender discrimination. The company later settled a class action lawsuit for $54 million. Disappointing us now is what we believe is the company's weak efforts to improve its treatment and inclusion NOT A PART OF THE SEMI-ANNUAL REPORT 2 RESPONSIBLE INVESTING AND ADVOCACY of women. The company has failed to demonstrate its few programs aimed at recruiting women have been effective and substantial. Additionally, the company has been alleged to be involved in a pattern of unethical business practices. SELECTED COMPANIES THAT MADE THE CUT We believe that examining corporate citizenship not only helps us reduce investment risk, it can also help us identify good investments which others might overlook. Here is a sampling of companies, not previously reviewed, that passed our social screens in the last six months. Peet's Coffee and Tea has excellent environmental and social practices. We like the company's long-term relationships with its coffee growers and its commitment to paying them a fair price. The company has several initiatives to help protect the environment, such as offering "use your own cup" discounts, recycling and composting, and the use of energy efficient lighting. The company donates coffee and has a strong record promoting community education, health, arts and entrepreneurship -- both in the U.S. and abroad. [PHOTO OF JOANNE DOWDELL AND THE SOCIAL RESEARCH TEAM] In the 1970s Germany's Henkel KGaA set out to become a corporate leader in environmental protection, and we believe it has done so. This global producer of industrial adhesives and various consumer products has published an environmental report since 1992 and a sustainability report since 2001. The company openly discusses its achievements and failures. In addition to reducing harmful emissions in its manufacturing, we are also impressed with Henkel's focus on product stewardship. By making environmental considerations an integral part of its R&D process, the company has developed several eco-friendly products, including water based adhesives, solvent-free stick bond materials, and chrome-free anti-corrosive coatings. 3 NOT A PART OF THE SEMI-ANNUAL REPORT CITIZENS FOCUS RESPONSIBLE INVESTING AND ADVOCACY (continued) ADVOCATING ON YOUR BEHALF Don't let fewer headlines on corporate wrongdoing fool you into believing all is right in Corporate America. Nothing could be further from the truth, as our long list of rejected companies will attest. We have been working on several initiatives to encourage companies to improve their corporate, social and environmental performance, as we believe even our approved companies can often do better. We co-filed a resolution at Burlington Resources requesting the company issue a sustainability report with emphasis on human rights issues. We share the same concerns that other investors have about the oil exploration and liquid natural gas company's operations in Ecuador. Concerns about Costco Wholesale's land procurement policies, particularly for non-U.S. facilities, also raised human rights concerns for us. We co-filed a resolution requesting the "big box" warehouse club to develop a land procurement policy that incorporates social and environmental criteria. We believe diversity at the board and management levels is an essential component of a sustainable business model. Some companies openly disclose this information on their websites or in annual reports, while others like YUM! Brands and Home Depot do not. We co-filed resolutions requesting each company to disclose EEO data. Each company has come under fire for alleged discrimination, and we are seeking information that can help us analyze their efforts. Another issue we are working on is urging manufacturers of personal care products and cosmetics to remove toxic ingredients from their products. These chemicals can stay in the body for years and may contribute to various forms of cancer. The E.U. has issued a set of directives requiring elimination of certain toxic ingredients from personal care products and cosmetics by July 2006. We are looking for the companies we hold to apply these standards to products sold in all countries -- not just in Europe. This is just a glimpse at what we've been up to for the past six months. For a more complete review, click the Shareholder Activism tab on www.citizensfunds.com to see our quarterly shareholder activism reports. NOT A PART OF THE SEMI-ANNUAL REPORT 4 MARKET OVERVIEW TENTATIVE RECOVERY GROWS FIRM As we closed 2004, concerns over sustainability of the economic recovery faded away. Tax cuts and fiscal policy appeared to have created a stability of growth at the historical average rate of three to four percent as the year ended. Consumers began to spend more as employment and incomes improved. Despite the oil hikes, inflation remained tame, and the Fed's modest and steady rate increases seemed just about right for the emerging economic recovery. These factors helped fuel the markets to eventually pick up where we left off in 2003, appearing to finally shake off the malaise that started the decade. TWO IN A ROW The S&P 500 Index closed the year up 10.88% -- that's two back-to-back years of double digit gains. Much of this gain, 7.19%, was toted up in the second half of 2004, and that period started with a third-quarter loss. This was not a speculative market, as value-oriented stocks proved to be the biggest gainers in the last six months of the year, but it was driven by swings in perceptions of energy prices and the election. International markets did well overall, but with outperformance concentrated away from the major exchanges of London, Frankfurt and Tokyo. Remarkably, the Treasury market rallied in the second half of the year, despite the Fed's four rate increases. LOOKING AHEAD In our view 2005 has the makings of a decent year economically, with growth slowing to something around 3%. Consumers may spend less and save more in the face of higher interest rates, which we expect to result from continued Federal Reserve actions. We believe businesses will watch their cost structures closely, keeping inventories and job growth low. We will not be surprised to see periodic spells of concern over terrorism and Iraq drive financial markets in an uncomfortable imitation of a roller coaster, with jolts higher and lower along the way. As the recovery becomes more extended -- and investors turn more cautious -- market leadership may change, with stability of growth and earnings regaining a premium in investors' eyes. 5 NOT A PART OF THE SEMI-ANNUAL REPORT SEMI-ANNUAL REPORT RISKS OF MUTUAL FUND INVESTING As with any fund that invests in stocks or fixed-income securities, the value of your investment will fluctuate in response to individual company actions, as well as general economic, political and market conditions. Reactions to these factors may differ among various stock types, and investments in specific funds may present unique risks -- and benefits -- given the nature of their focus. Many of these risks are discussed below and additional information on risks may also be found in the Citizens Funds prospectus. GROWTH INVESTING RISKS Growth stocks may be especially volatile, because their prices are largely based on future earnings. VALUE INVESTING RISKS Value stocks may fall or remain flat if certain conditions or investor perceptions do not change as expected, or if the companies prove not to be underpriced. SMALL- AND MEDIUM-SIZED COMPANY RISKS Small- and medium-sized companies pose unique investment risks as they may have less seasoned management, limited product lines, financing and market share challenges, and shares that trade with more volatility, less frequently or in smaller volumes. INDEX-RELATED RISKS The performance of the Citizens 300 Fund may deviate from that of the Citizens Index due to factors such as fund fees and expenses and the fund's composition differing from that of the index. FOREIGN INVESTING RISKS Foreign markets pose unique investment risks, including political instability and currency risks, excessive taxation, different financial and auditing standards, increased market volatility and other factors. 6 RISKS OF MUTUAL FUND INVESTING FIXED-INCOME INVESTING RISKS Interest rate increases can cause the value of bonds to decrease, meaning that a bond fund investment may lose value in a rising interest rate environment. There is also the chance that one or more of the fund's holdings will have its credit rating downgraded or may default, potentially reducing the fund's income level and share price. HIGH-YIELD SECURITY RISKS High-yield securities offer the potential for higher returns but present significant volatility and risk of loss of principal and interest. MONEY MARKET RISKS Investments in the Citizens Money Market Fund are not insured or guaranteed by the FDIC or any other government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund. BENCHMARKS When evaluating performance of any investment, it is useful to look at both absolute and relative return. In other words, how much did the fund generate or lose for shareholders in the reporting period, and how did that performance compare to the fund's benchmark? We present this information in each of our portfolio reviews. Below is a brief description of the benchmarks we use. Please keep in mind that these benchmark indices are unmanaged, meaning you can't invest directly in them, and their performance does not reflect the impact of fees and expenses that apply to our funds. The S&P 500 INDEX includes a representative sample of 500 leading companies in the U.S. economy, focused on the large-cap segment. The RUSSELL 1000 GROWTH INDEX measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Russell 1000 Index covers the large-cap segment of the U.S. equity universe. 7 BENCHMARKS (continued) The RUSSELL MIDCAP GROWTH INDEX measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. The Russell Midcap Index covers the mid-cap segment of the U.S. equity universe; it includes the smallest 800 securities in the Russell 1000 Index. The RUSSELL 2000 GROWTH INDEX measures the performance of those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values. The Russell 2000 Index covers the small-cap segment of the U.S. equity universe. The RUSSELL 2000 VALUE INDEX measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values. The Russell 2000 Index covers the small-cap segment of the U.S. equity universe. The MORGAN STANLEY CAPITAL INTERNATIONAL(MSCI)WORLD INDEX is a market capitalization-weighted equity index of over 1,500 stocks traded in 23 world markets. The LEHMAN BROTHERS U.S. AGGREGATE INDEX is comprised of taxable, investment grade fixed-income securities, including government, corporate, mortgage and asset-backed securities. The BLENDED INDEX is comprised of 60% S&P 500 Index and 40% Lehman Brothers U.S. Aggregate Index. The MERRILL LYNCH 1-YEAR TREASURY INDEX tracks the performance of U.S. Treasury notes with maturities of approximately one year. The index is produced by Merrill Lynch, Pierce, Fenner & Smith, Inc. The CITIZENS INDEX, though not one of our benchmarks, consists of 300 mostly U.S. companies that meet Citizens Advisers financial and social criteria. The Citizens 300 Fund seeks to replicate the composition and performance of the Citizens Index. 8 PORTFOLIO REVIEW CITIZENS 300 FUND PERFORMANCE as of 12.31.2004 AVERAGE ANNUAL TOTAL RETURN RETURN Ticker 6 1 Since Share class symbol months year inception - ------------ ------ ------ ---- ---------------- STANDARD CFCDX 4.64% 6.45% 12.35% Data presented reflects past performance, which is not a guarantee of future results. Current performance, obtainable at www.citizensfunds.com, may be lower or higher than the performance data quoted. When sold, your shares may be worth more or less than what you paid for them. Performance figures assume reinvestment of dividends and distributions but do not reflect the deduction of taxes you would pay on fund distributions or redemptions of fund shares. Fee waivers are currently in effect and have been instituted in the past to maintain expense limits, without which returns would have been lower. INVESTMENT GOAL long-term capital appreciation INVESTMENT STRATEGY invests mainly in stocks and other equities of U.S. large-capitalization companies INCEPTION DATE standard shares 08.29.03 RISKS growth, value, and index-related investing See pages 6-8 for important fund risk and benchmark disclosures. THE MARKET Despite a summer swoon, overall the last six months were a good period to participate in the financial markets, although large-cap stocks did not see the same extent of gains as smaller-cap stocks. HOW DID WE DO ? The Citizens 300 Fund uses an index strategy, investing in stocks of Citizens Index companies. One theory behind index investing is that broad market exposure can reduce risk. This was well demonstrated in the second half of the year when our largest contributor was healthcare giant Johnson & Johnson, and our largest single detractor was another healthcare giant, 9 PORTFOLIO REVIEW CITIZENS 300 FUND (continued) Pfizer. While not perfect hedges for one another, we believe few active managers would have chosen to hold both names. During the past six months, Citizens 300 Fund returned 4.64% for investors compared to 7.19% for its benchmark, the S&P 500 Index. The consumer discretionary sector proved to be the fund's top performing sector, led by strong results from the likes of Home Depot, eBay and Target, all of which rose over 20% in the last half year. Holding better consumer discretionary companies with more exposure in this sector helped the fund beat the benchmark in this sector. Three sectors posted negative returns for the fund, led by information technology, which was dragged down by companies like Cisco and Intel, both of which lost over 15% during the period. Poor performance of the fund's holdings in healthcare and consumer staples was responsible for losses sustained in those sectors. A significant change to the Citizens Index that occurred during the second half of the year was the addition of BPPLC , which served to bring up the weight of the energy sector. BP's inclusion in the Citizens Index is a recognition of the company's superior environmental record which shows energy companies can make positive progress in this area. It was a fortuitous addition, as BP was the fund's second best performer during the last six months. OUTLOOK In 2005 Citizens 300 Fund will continue to pursue the index strategy as it has since inception. We believe its returns should effectively represent large-cap market companies that we believe exhibit a high standard of corporate responsibility. 10 CITIZENS CORE GROWTH FUND PERFORMANCE as of 12.31.2004 TOTAL RETURN AVERAGE ANNUAL RETURN Ticker 6 1 5 Since Share class symbol months year years inception - ------------ ------ ------ ----- ----- --------- STANDARD WAIDX 7.29% 5.14% -9.03% 9.02% INSTITUTIONAL WINIX 7.67% 5.91% -8.39% 8.19% ADMINISTRATIVE CGADX 7.48% 5.54% NA -8.37% Data presented reflects past performance, which is not a guarantee of future results. Current performance, obtainable at www.citizensfunds.com, may be lower or higher than the performance data quoted. When sold, your shares may be worth more or less than what you paid for them. Performance figures assume reinvestment of dividends and distributions but do not reflect the deduction of taxes you would pay on fund distributions or redemptions of fund shares. Fee waivers were instituted in the past to maintain expense limits, without which returns would have been lower. INVESTMENT GOAL long-term capital appreciation INVESTMENT STRATEGY invests mainly in stocks of U.S. large-capitalization companies INCEPTION DATES standard shares 03.03.95, institutional shares 01.25.96, administrative shares 02.04.00 RISKS growth investing See pages 6-8 for important fund risk and benchmark disclosures. THE MARKET There were two distinct markets in the last six months. The third quarter continued the decline of the first half of the year, as investor doubts and fears, reinforced by higher energy prices, drove the market lower. During October, however, the price of oil showed signs of stabilizing and the U.S. elections neared resolution, reducing investor concerns and freeing the market to move strongly upwards. Significantly, the fundamental news behind the market results was positive throughout the last six months of 2004, with the economy growing at a moderate rate, earnings growth continually stronger than anticipated, and long-term 11 PORTFOLIO REVIEW CITIZENS CORE GROWTH FUND (continued) interest rates declining despite the tightening posture of the Federal Reserve. HOW DID WE DO ? Citizens Core Growth Fund got off to a terrific start under the leadership of new portfolio manager Jon White, CFA, who took the reins on July 1st. In the initial six months of his management the fund's standard shares gained 7.29%. Even more impressive is that this performance more than doubled that posted by the benchmark Russell 1000 Growth Index, which gained 3.47% during the period. The fund also slightly outperformed the S&P 500 Index, despite the boost the S&P 500 got from value stocks during this six-month period. The three stocks that were the most significant contributors to performance for the six-month period were United Healthcare, Starbucks, and Adobe Systems. It is a sign of the fund's strength that such a diverse group of companies were the drivers of performance. Respectively, a provider of healthcare services, a merchant of all things coffee, and a software company specializing in graphics and imaging, their common threads are the leadership position that each has in its field and proven records of success. The fund added Adobe in July, while the others are longer-term holdings. All three had strong records as the second half of 2004 began and continued to prove their worth as the period unfolded. Notably, the three major detractors from performance (Intel, Cisco and Boston Scientific) came from the two sectors in which we had significantly less exposure than the Russell 1000 Growth Index -- information technology and healthcare. At year end, the fund held less than 15% of assets in each of these sectors, while the index had 27% in technology and 24% in healthcare. We sold the fund's entire positions in Intel and Boston Scientific, but continued to hold a reduced market weighting in Cisco due to its broad exposure in critical technology product areas. Intel saw growth and margins suffer from slowing sales at hardware customers. Boston Scientific faced manufacturing problems in its critical cardiac stent business and had to conduct a related product recall. 12 CITIZENS CORE GROWTH FUND Jon White restructured the portfolio, primarily during the third quarter. The number of holdings was reduced by about one-third, some existing holdings were enlarged, and new names were added during the period. Half of the twenty largest contributors to performance were new to the portfolio. In addition to the previously mentioned Adobe Systems, these new names included Johnson & Johnson and Becton Dickinson, two medical supply companies with well diversified product lines in the healthcare sector which replaced some major pharmaceutical companies. Network Appliance, a manufacturer of storage devices was added to partially offset reduced semiconductor holdings. Other additions included Questar, a natural gas producer and utility, Legg Mason, a diversified financial asset manager and broker, and Sprint Corp. in the telecom services arena. The largest detractors from performance during the period -- which included such well known companies as 3M, American International Group, The Gap, and Pfizer -- were all sold except for the previously highlighted Cisco. An important part of our investment process is to recognize that even the best companies can go through periods of sustained underperformance, and there normally is no need to maintain them in the portfolio when they do. OUTLOOK We approach the coming months with a cautious, but not a defensive, posture. We believe that decent investment returns are achievable, but they will result from astute targeting of specific stocks rather than from the success of the market overall or any specific sector. The ability to avoid troubled situations will be critical to generating successful results. We expect our concentration on well-established, successful companies will help us in this regard. 13 PORTFOLIO REVIEW CITIZENS EMERGING GROWTH FUND PERFORMANCE as of 12.31.2004 TOTAL RETURN AVERAGE ANNUAL RETURN Ticker 6 1 5 10 Since Share class symbol months year years years inception - -------------- ------ ------ ----- ------ ----- --------- STANDARD WAEGX 6.53% 8.28% -7.52% 11.84% 11.52% INSTITUTIONAL CEGIX 6.86% 8.97% -6.95% NA -2.58% ADMINISTRATIVE CGRDX 6.66% 8.55% NA NA -8.41% Data presented reflects past performance, which is not a guarantee of future results. Current performance, obtainable at www.citizensfunds.com, may be lower or higher than the performance data quoted. When sold, your shares may be worth more or less than what you paid for them. Performance figures assume reinvestment of dividends and distributions but do not reflect the deduction of taxes you would pay on fund distributions or redemptions of fund shares. Fee waivers were instituted in the past to maintain expense limits, without which returns would have been lower. INVESTMENT GOAL aggressive growth INVESTMENT STRATEGY invests mainly in stocks of young, growing, medium-capitalization companies INCEPTION DATES standard shares 02.08.94, institutional shares 11.01.99, administrative shares 02.04.00 RISKS growth investing; small- and medium-sized company risks See pages 6-8 for important fund risk and benchmark disclosures. THE MARKET It is always striking how the markets move in short bursts, interspersed by longer periods where stocks trade in a narrow range. Such was the case in the second half of 2004. Over the summer the markets swooned, as record high oil prices, insurance industry scandals, growing insurgency in Iraq and the prospect of further rate increases created a negative climate across the board. Then, in the final quarter, the markets rallied very sharply. HOW DID WE DO ? The fund's standard shares returned 8.28% for the year, over three-quarters of which was generated in the second half. Our 14 CITIZENS EMERGING GROWTH FUND single best performing stock was Apple, which almost doubled thanks to the iPod and iTunes music service. Before investing we wanted to understand whether sales and earnings would follow the initial wave of excitement. Apple's first-quarter earnings were down but surprised Wall Street in a positive way. Our experience has shown that one upside surprise is often followed by another. We confirmed Apple's products were selling better than expected, so we began building a position. We happily trimmed our position twice to realize gains as Apple floored Wall Street with large upside earnings surprises in the last two quarters. Another profitable holding was American Eagle Outfitters, up almost 68% in the last six months. Our consumer analyst Rajani Vaithinathan believes the clothier has "hit the formula for pleasing both mom and teen." With strong stock picks like these, why did the fund's standard shares return only 6.53% in the last six months, underperforming the Russell MidCap Growth Index's gain of 9.01%? One reason is healthcare, normally a strong sector for the fund, which had a very weak year overall. We have been successful at identifying early stage biotech or other medical companies, and enjoyed excellent gains when they received approvals or achieved other milestones. In the second half of 2004, however, we were wrong on InterMune, a biotech firm that makes therapies for serious liver, lung and infectious diseases. We believed it had several promising formulations. Its product, Actimmune, was approved for two uses and it was in a last-stage trial to expand uses for ovarian cancer and pulmonary fibrosis, both large potential markets. Like many biotechs, InterMune was losing money. But unlike others, it had approximately $150 million in revenue, which gave it a much lower "burn" rate and we thought the company was positioned to weather difficulties that players in this industry can be expected to face from time to time. Despite these positives, investor sentiment turned negative when a medical journal article cast doubt on the use of Actimmune for certain ailments and the company lowered its revenue forecast. Our mistake was 15 PORTFOLIO REVIEW CITIZENS EMERGING GROWTH FUND (continued) buying when the stock price was still falling. Wall Street has not yet gained confidence in the new management and worries persist over the potential for the drugs still undergoing tests. Of course, "buy low/sell high" is the formula to make money, but we have to make sure we do not buy low when a stock is still going lower. We learned a hard lesson and will be more careful to buy stocks when we are sure the selling has stopped and the stock is poised to appreciate. Another reason we underperformed in the second half was our slightly more defensive posture than the benchmark. This means we had less weight in the highly volatile tech sector and more weight overall in seasoned companies. This defensive orientation helped us outperform the index when the markets were in a rut over the summer, but it did not allow us to profit from the year-end rally as much as the index. Some of these high flying stocks saw declines on profit-taking this January, so we feel somewhat vindicated. Underperforming our index is never good, but we prefer our positioning to generally gain less in an up market rather than lose more in a down market. OUTLOOK While we paid a price for our caution, we believe the fund is positioned to benefit as we head into 2005. Many economists are forecasting a slower economy in 2005. In this type of environment companies with weaker business fundamentals can generate earnings disappointments and their share prices will decline. By sticking with more proven companies, we think the fund will benefit as investors shed shares of disappointing companies and take refuge in higher quality names. 16 CITIZENS SMALL CAP CORE GROWTH FUND PERFORMANCE as of 12.31.2004 TOTAL RETURN AVERAGE ANNUAL RETURN Ticker 6 1 5 Since Share class symbol months year years inception - ------------ ------ ------ ---- ----- --------- STANDARD CSCSX 4.16% 6.74% 2.50% 2.50% Data presented reflects past performance, which is not a guarantee of future results. Current performance, obtainable at www.citizensfunds.com, may be lower or higher than the performance data quoted. When sold, your shares may be worth more or less than what you paid for them. Performance figures assume reinvestment of dividends and distributions but do not reflect the deduction of taxes you would pay on fund distributions or redemptions of fund shares. Fee waivers were instituted in the past to maintain expense limits, without which returns would have been lower. INVESTMENT GOAL capital appreciation INVESTMENT STRATEGY invests mainly in stocks of small- capitalization U.S. companies INCEPTION DATE standard shares 12.28.99 RISKS growth investing; small-sized company risks See pages 6-8 for important fund risk and benchmark disclosures. THE MARKET In a rollercoaster market during the six-month period, small-growth stocks initially lost a lot of ground but regained all that and more during a strong fourth-quarter rally. HOW DID WE DO ? It is gratifying to report the fund ranks in the 26th percentile among its peers based on total return, according to Lipper. This ranking is based on 310 small-cap growth funds from 12.31.99 through 12.31.04. In calendar year 2004, Lipper tracked 515 funds in this style, and our fund placed in the 74th percentile. From July through December the fund returned 4.16% versus the Russell 2000 Growth Index's return of 8.16%. By being a little more conservative than our benchmark index, we tend to avoid the smallest, most speculative companies and 17 PORTFOLIO REVIEW CITIZENS SMALL CAP CORE GROWTH FUND (continued) instead seek companies that show they can operate successfully and still have a lot of room to grow. We seek to do well in both up and down markets, but typically underperform when lower quality stocks rally, as they did in November and December. Our top contributor during the six-month period was Landstar System, a logistics company, which gained 40%. We're impressed by its use of information technology to knit together an effective shipping network. F5 Networks was another strong contributor. F5 Networks stood out while many small-cap high-tech hardware companies were caught up in a selling fracas. The company's strong management, desirable specialized niche and steady earnings growth were a winning combination. Our worst performer was FileNet, whose products can be used by enterprises managing high volumes of paperwork. We believed its products had vast application and that its marketing partnerships with IBM and Microsoft were strengths. We bought in around $27 per share in late 2003 and the stock rose to $32 by the end of June 2004. Then the company announced new sales were coming in at a slower rate than previously forecast, and the stock fell below $20. After reviewing more information we concluded that fears of an economic downturn had muted corporate appetites for new software systems, and we decided to exit our position and did so once the stock had recovered somewhat. We missed the warnings implicit in the revenue shortfalls suffered by other enterprise software companies. We will monitor FileNet's progress from a distance and take great care to better understand cross-company warnings contained in industry trends. OUTLOOK Looking ahead we see a period of slowing economic growth. These periods can be rewarding for stock market participants who select stocks with care. We think our bias for better established companies and higher quality names is likely to be rewarded in the current environment as we seek to build on our five-year record of success. 18 CITIZENS VALUE FUND PERFORMANCE as of 12.31.2004 TOTAL RETURN AVERAGE ANNUAL RETURN Ticker 6 1 5 Since Share class symbol months year years inception - ----------- ------ ------ ----- ----- --------- STANDARD MYPVX 6.85% 11.41% 0.04% 7.95% Data presented reflects past performance, which is not a guarantee of future results. Current performance, obtainable at www.citizensfunds.com, may be lower or higher than the performance data quoted. When sold, your shares may be worth more or less than what you paid for them. Performance figures assume reinvestment of dividends and distributions but do not reflect the deduction of taxes you would pay on fund distributions or redemptions of fund shares. Fee waivers were instituted in the past to maintain expense limits, without which returns would have been lower. For periods prior to September 24, 2001, performance includes that of the fund's predecessor, the Meyers Pride Value Fund. INVESTMENT GOAL long-term capital appreciation INVESTMENT STRATEGY invests mainly in stocks and other equities of U.S. large-capitalization companies using a quality, relative value strategy INCEPTION DATE standard shares 06.13.96 RISKS value investing See pages 6-8 for important fund risk and benchmark disclosures. THE MARKET The final six months of the year contained two distinct periods: a sharp selloff over several weeks in the summer and an equally short late fall rally. While these periods offered some dramatic moments, they also highlighted how emotional reactions can determine price action on stocks. HOW DID WE DO ? Citizens Value Fund had another strong year, returning 11.41% for the calendar year, of which 6.85% came in the second half. The six-month performance was modestly below that of the S&P 500 Index, the fund's benchmark, which gained 7.19%. Our top contributor to return in the second half was Veritas Software, 19 PORTFOLIO REVIEW CITIZENS VALUE FUND (continued) which appreciated 61% for us. Prior to our purchase in July its shares sold off dramatically on a bad earnings announcement, and analysts reduced near-term earnings forecasts and long-term growth estimates. Veritas moved from industry darling to pariah, but we thought there was still a lot of life in it. Our minds were not clouded by a bitter taste of loss, as we did not own the stock when it plummeted. The company had just made a small acquisition of a new email storage technology, building on a long and successful history of acquiring new technologies and marketing them to their large base of installed customers. Further, its competitors were primarily hardware based storage solution providers, whereas Veritas' software could operate on a wide range of hardware from numerous vendors. Given the rapid decline in hardware prices, it seemed cost conscious buyers would prefer Veritas. We stepped up and bought Veritas, and the stock began to rise. When it hit our initial price target we reduced our position for risk control purposes, but we thought the stock could still rise higher and indeed it did when Symantec bought the entire company. We sold our entire position on the day of the announcement in mid-December. Citizens Value Fund uses what we call a "quality, relative value" strategy. We look for companies that are profitable or forecast to become profitable in the current year, have significant assets and are selling at a discount to peer companies. We buy stocks of those companies where we believe a catalyst such as new management or changing industry dynamics will unlock the value of the company and allow it to trade up in value closer to its industry average. The strategy does not always work and sometimes our assessment of the power or timing of the catalyst is wrong. Another risk involves stocks selling at attractive discounts that continue to decline in price after you buy them. Some value managers believe this makes such stocks even more attractive -- perhaps true, but when it happens to us we view it as an investment mistake. A recent example is Hewlett Packard, a stock that made money 20 CITIZENS VALUE FUND for us in 2003 but became a top detractor in the six-month period. In mid-August the CEO preannounced an earnings miss, which in and of itself is not a reason to sell. However, we weren't impressed with the rushed pre-dawn conference call in which the CEO focused more on placing blame than offering solutions. The stock then opened approximately 20% lower and we waited for the stock to recover before selling our position at a loss. Looking back, we made two mistakes. First, the stock had already been in a price decline, and we had been considering reducing our position before the scheduled earnings release. Second, the company had a previous earnings disappointment and was having trouble executing its strategy. Our quality, relative value discipline only works well when companies are making fundamental improvement, otherwise the companies' stocks are cheap and ought to be. OUTLOOK Going forward we will continue to look for stocks that trade at a discount and add value to shareholders. This is a tricky period for our strategy because the economy appears to be slowing. Companies may not be able to benefit from a rising economic tide. In choosing names to hold in the portfolio we will need to be even more selective than usual and watch our portfolio very carefully. Assisting us with that task will be a new quantitative tool we have developed to rank companies using objective measures, such as ability to generate positive returns in a consistent manner, grow earnings and pay dividends. We believe companies that excel in these measures are of higher quality and less likely to show earnings disappointments than companies with more patchy histories. We look forward to using this tool with all of our funds, together with our social and fundamental research, to build good portfolios for our shareholders. 21 PORTFOLIO REVIEW CITIZENS SMALL CAP VALUE FUND PERFORMANCE as of 12.31.2004 TOTAL RETURN TOTAL RETURN Ticker 6 Since Share class symbol months inception - ----------- ------ ------ ---------------- STANDARD CFSVX 7.70% 4.90% Data presented reflects past performance, which is not a guarantee of future results. Current performance, obtainable at www.citizensfunds.com, may be lower or higher than the performance data quoted. When sold, your shares may be worth more or less than what you paid for them. Performance figures assume reinvestment of dividends and distributions but do not reflect the deduction of taxes you would pay on fund distributions or redemptions of fund shares. Fee waivers are currently in effect and have been instituted in the past to maintain expense limits, without which returns would have been lower. INVESTMENT GOAL capital appreciation INVESTMENT STRATEGY invests in equity securities of small- capitalization companies we believe are undervalued relative to the market INCEPTION DATE standard shares 3.31.04 RISKS value investing, small-sized company risks See pages 6-8 for important fund risk and benchmark disclosures. THE MARKET The last six months were marked by broad swings in energy prices, rising interest rates, and the election. Oil peaked over $55 a barrel before plummeting below $41 a barrel. Investors seemed to interpret Fed rate increases as favoring a stronger economy versus a deliberate intent to slow the economy, and resolution of the election gave the market further assurances. Over this period, value stock indices recorded double digit gains, while growth stock indices stayed in single digits, and small value stocks fared best of all. HOW DID WE DO ? The good news is that the fund finished 2004 at a year-to-date high, buoyed by strong gains in the last quarter, particularly those which occurred in December. We had solid results from technology and healthcare stocks. 22 CITIZENS SMALL CAP VALUE FUND Our top performer was Chemed, a somewhat unlikely pairing of the nation's largest hospice company, Vitas, and Roto-Rooter. As its name suggests, Chemed's roots are in the healthcare industry, but the company briefly changed its name in 2003 to Roto-Rooter, the well-known plumbing company it had acquired. Last year, in recognition of its purchase of Vitas Healthcare, the original Chemed name returned. We believe management is improving the profitability of the plumbing company, and we think further value may be unlocked with a spinout of either business. Although the fund fared nearly as well as the benchmark in the last quarter, the six-month differential was more substantial, as the fund returned 7.70% and the Russell 2000 Value Index returned 13.37%. We were hurt by our underweighting in financial services stocks during the third quarter, a period in which that sector -- representing over 33% of the benchmark -- delivered the best performance. However, we feel this exposure is excessively high. Anticipating rising interest rates, we did not expect financial stocks to perform well. OUTLOOK We believe stocks currently appear modestly overvalued. We also believe continued interest rate hikes should strengthen the dollar but will result in reduced liquidity. Additional uncertainty will be added as details of the Bush administration's policy initiatives are revealed. Corporate balance sheets are strong and can drive increased share repurchases, stock dividends, mergers or increased capital spending. We believe that corporate earnings expectations will be largely met as companies release results during late January and February. Our strategy will be to raise cash modestly and then rotate into higher quality companies. Industries that appear attractive to us are telecommunications equipment, energy services, healthcare, and selective names within consumer cyclicals. 23 PORTFOLIO REVIEW CITIZENS GLOBAL EQUITY FUND PERFORMANCE as of 12.31.2004 TOTAL RETURN AVERAGE ANNUAL RETURN Ticker 6 1 5 10 Since Share class symbol months year years years inception - -------------- ------ ------ ---- ------ ----- --------- STANDARD WAGEX 5.67% 3.42% -10.78% 7.22% 6.35% INSTITUTIONAL CGEIX 6.03% 4.10% -10.27% NA -4.45% ADMINISTRATIVE CEADX 5.86% 3.70% NA NA -12.20% Data presented reflects past performance, which is not a guarantee of future results. Current performance, obtainable at www.citizensfunds.com, may be lower or higher than the performance data quoted. When sold, your shares may be worth more or less than what you paid for them. Performance figures assume reinvestment of dividends and distributions but do not reflect the deduction of taxes you would pay on fund distributions or redemptions of fund shares. Fee waivers were instituted in the past to maintain expense limits, without which returns would have been lower. INVESTMENT GOAL capital appreciation INVESTMENT STRATEGY invests in promising companies throughout the world INCEPTION DATES standard shares 02.08.94, institutional shares 11.01.99, administrative shares 02.04.00 RISKS growth and foreign investing See pages 6-8 for important fund risk and benchmark disclosures. THE MARKET Global financial markets performed well in the last six months of 2004, moving ahead strongly since bottoming out in early August. The last two months were particularly impressive, as even non-U.S. equity markets celebrated the removal of the uncertainty around the U.S. elections. Undoubtedly markets also celebrated the decline in the price of oil, as well as the lack of response from the long-term interest rates in the face of continued increases at the short end of the yield curve. 24 CITIZENS GLOBAL EQUITY FUND HOW DID WE DO ? The significant news for Citizens Global Equity Fund was the appointment of a new portfolio management team. On August 27th, Toronto-based McLean Budden took over as the new sub-adviser. This well-regarded Canadian firm places a premium on recruiting and maintaining outstanding talent, and the team managing the fund has worked together for many years. Their process is to build a portfolio through bottom-up stock selection, concentrating on larger capitalization companies with above-average earnings growth. We think McLean Budden's style is a very good fit for Citizens. We frankly lost confidence in the performance of the prior subadviser, as the fund had lagged its benchmark, the MSCI World Index, by a substantial margin, for over a year. Through August 26th, the year-to-date performance of the fund's standard shares lagged the benchmark by 768 basis points. Turning the tide on such underperformance is certainly a challenge, and McLean Budden has begun to improve relative performance. It would not be meaningful to comment further on the fund prior to the new manager's appointment. Therefore, the following information pertains primarily to the fourth quarter, the first full quarter in which McLean Budden had sole responsibility for the portfolio. The fund performed very well in absolute terms, with standard shares gaining 10.70% during the quarter, but somewhat lagged the 11.94% return of the benchmark. The fund's concentration in large-cap stocks during a buoyant quarter in which small- and mid-cap stocks performed better contributed to the underperformance. Many of the fund's mid-cap holdings performed well, enabling the fund to keep pace to a large degree. We derived sizeable gains from names such as Checkpoint, which shot up 45% during the quarter when earnings concerns proved unfounded. Large-cap financial stocks posted healthy gains, particularly HBOS, which rose nearly 21% during the period, as UK banks performed well, having fully discounted a negative interest rate scenario. Other large-caps yielded below-index returns, such as Pfizer, which dropped almost 12% during the period, as concerns over cox-2 inhibitors, 25 PORTFOLIO REVIEW CITIZENS GLOBAL EQUITY FUND (continued) which began with Merck's Vioxx, eventually infected Pfizer's Celebrex. And while declining oil prices helped bolster strong overall returns for the portfolio, it caused oil companies BP and Apache to eke out only modest gains. Gold Fields also declined almost 9%, but prior to the decline we had sold half of our position, taking advantage of higher prices generated during merger negotiations. OUTLOOK We forecast a tough year for equities in 2005, and the portfolio is positioned conservatively in light of this outlook. We also contend large-cap companies will outperform in the upcoming market, as premiums return for liquid instruments in such an environment. We believe margins will decline or companies will pass through increasing costs to consumers, which would exacerbate inflation. The first scenario may result in no earnings growth and therefore minimal upside in equities, while the second scenario may result in higher earnings but reductions in the amount the market is willing to pay for those earnings given rising inflation. It is just a question of which pill companies administer. We intend to place more emphasis on healthcare stocks than the benchmark, holding positions in names such as Pfizer, Novartis, Beckman Coulter and Boston Scientific. U.S. pharmaceutical stocks are basically discounting no growth for the next five years, and while we don't believe healthcare growth stocks will outpace that of high fliers like eBay, we also don't believe it will be zero. The fund is positioned to emphasize the consumer area, with significant representation in media names which have been laggards. The fund's representation is below average in financials and basic materials, as valuations appear stretched, and we believe yield curves will flatten and earnings growth will slow. In summary, we are cautious and will strive to improve our relative performance. 26 CITIZENS BALANCED FUND PERFORMANCE as of 12.31.2004 TOTAL RETURN AVERAGE ANNUAL RETURN Ticker 6 1 Since Share class symbol months year inception - ----------- ------ ------ ---- --------------------- STANDARD CFBLX 5.26% 6.00% 10.68% Data presented reflects past performance, which is not a guarantee of future results. Current performance, obtainable at www.citizensfunds.com, may be lower or higher than the performance data quoted. When sold, your shares may be worth more or less than what you paid for them. Performance figures assume reinvestment of dividends and distributions but do not reflect the deduction of taxes you would pay on fund distributions or redemptions of fund shares. Fee waivers are currently in effect and have been instituted in the past to maintain expense limits, without which returns would have been lower. INVESTMENT GOAL current income and capital appreciation INVESTMENT STRATEGY invests in a blend of stocks, bonds, and money market securities INCEPTION DATE standard shares 12.20.02 RISKS growth and fixed-income investing; high-yield security risks See pages 6-8 for important fund risk and benchmark disclosures. THE MARKET The markets moved modestly higher during the second half of 2004, with the S&P 500 gaining 7.19% and the Lehman Brothers U.S. Aggregate Index gaining 4.18%. The economic recovery continued, with unemployment falling and consumers spending at a decent level. Even steady interest rate hikes had little dampening effect. More important to the markets was the completion of an orderly election and a modest retreat in energy costs. HOW DID WE DO ? The Balanced Fund returned 5.26% for the period, trailing the 6.04% gain of the benchmark Blended Index. The shortfall was partially due to a cautious approach that kept our cash position higher than normal at a time of high equity valuations, slowing earnings growth and rising interest rates. These conditions have 27 PORTFOLIO REVIEW CITIZENS BALANCED FUND (continued) traditionally been dangerous for the financial markets, where a more prudent, restrained approach to asset exposures is ultimately rewarded. New co-portfolio manager Jon White instituted several changes to the fund's equity portion during this period. The portfolio became more concentrated with the reduction of almost two-thirds of the equity holdings as we emphasize companies with demonstrated profitability. We believe these changes enhance our ability to identify the most attractive opportunities. Top performers during the period were United Healthcare, Adobe Systems and PACCAR, the maker of Peterbilt and Kenworth trucks. Hurting us were corporate leaders Intel, Cisco, Coca-Cola, Pfizer and Citigroup, all of which we sold or trimmed early in the period. To take advantage of the favorable credit environment, we increased our exposure to high-yield bonds from approximately 8% to 12% within our fixed-income holdings, adding names like Corning and Xerox. We added Corning to benefit from its strong market share in the lcd glass market. Outperformers within the fixed-income portion of the portfolio included Nextel, Cox Communications and Comcast, while Ace Ltd. underperformed. OUTLOOK Many of the cautions that affected the markets in 2004 remain. We believe interest rates will continue to move higher and earnings growth will slow further, and daily headlines are likely to create volatility. We approach the coming months with a cautious but not a defensive posture, with our cash position remaining higher than normal. We believe both stocks and bonds may provide decent returns, but this will require astute targeting of specific securities. The ability to avoid troubled situations will be critical, and we believe our concentration on established, successful companies will help us in this regard. 28 CITIZENS INCOME FUND PERFORMANCE as of 12.31.2004 TOTAL RETURN AVERAGE ANNUAL RETURN Ticker 6 1 5 10 Share class symbol months year years years - ----------- ------ ------ ---- ----- ----- STANDARD WAIMX 4.07% 3.29% 4.83% 6.09% Data presented reflects past performance, which is not a guarantee of future results. Current performance, obtainable at www.citizensfunds.com, may be lower or higher than the performance data quoted. When sold, your shares may be worth more or less than what you paid for them. Performance figures assume reinvestment of dividends and distributions but do not reflect the deduction of taxes you would pay on fund distributions or redemptions of fund shares. Fee waivers were instituted in the past to maintain expense limits, without which returns would have been lower. INVESTMENT GOAL current income and monthly dividend payment INVESTMENT STRATEGY invests mainly in bonds and mortgage-backed securities INCEPTION DATE standard shares 06.10.92 RISKS fixed-income investing; high-yield security risks See pages 6-8 for important fund risk and benchmark disclosures. THE MARKET A key story for the credit markets in the last six months of 2004 was the steady decline in the yield of the benchmark 10-year Treasury note, which at year's end stood at 4.22%, well below expectations that exceeded 5.00%. One has to wonder why the Treasury market rallied when the Federal Reserve raised its overnight lending rate between banks four times during this period, reaching 2.25% by the end of the year. We believe one reason is inflation has been relatively subdued; another is strong foreign demand for U.S. debt, primarily from Japan and China. HOW DID WE DO ? Our high-yield investments contributed to the improved performance of the Income Fund in the second half of the 29 PORTFOLIO REVIEW CITIZENS INCOME FUND (continued) year, a period in which the fund returned 4.07% for investors, just 11 basis points shy of the return posted by the Lehman Brothers U.S. Aggregate Index. We were able to take advantage of greater returns being posted by high-yield bonds. We successfully executed our strategy as high-yield bonds on December 31, 2004, accounted for approximately 25% of the assets of the Income Fund, up from approximately 14% at June 30, 2004. We added KB Home, for example, to capitalize on positive trends in homebuilding, along with Community Health Systems, and Markwest Energy. Some outperformers included Nextel, which marched ahead on news of its planned merger with rival Sprint and improving operating results, plus Comcast, XTO Energy and another homebuilder, Toll Brothers. Insurer Ace Ltd. pulled up the rear, suffering from asbestos exposure and the investigation of the insurance industry by New York Attorney General Eliot Spitzer. OUTLOOK Going into 2005, we believe the credit cycle will remain favorable due to companies having much stronger balance sheets and improving operating metrics. Indeed, we believe all the variables seem to be in place for a positive credit environment, such as a decline in crude oil prices, payroll increases, the ongoing economic expansion, and a monetary policy supporting economic growth. Things we will watch for during the year include a return of inflation, a further decline in the U.S. dollar and quicker than expected interest rate increases by the Fed. 30 CITIZENS ULTRA SHORT BOND FUND PERFORMANCE as of 12.31.2004 TOTAL RETURN AVERAGE ANNUAL RETURN Ticker 6 1 Since Share class symbol months year inception - ----------- ------ ------ ---- --------------------- STANDARD CFSBX 0.88% 1.29% 1.65% Data presented reflects past performance, which is not a guarantee of future results. Current performance, obtainable at www.citizensfunds.com, may be lower or higher than the performance data quoted. When sold, your shares may be worth more or less than what you paid for them. Performance figures assume reinvestment of dividends and distributions but do not reflect the deduction of taxes you would pay on fund distributions or redemptions of fund shares. Fee waivers are currently in effect and have been instituted in the past to maintain expense limits, without which returns would have been lower. INVESTMENT GOAL high level of current income consistent with preservation of capital INVESTMENT STRATEGY invests mainly in short-duration investment-grade fixed-income securities INCEPTION DATE standard shares 11.21.02 RISKS fixed-income investing See pages 6-8 for important fund risk and benchmark disclosures. THE MARKET We continued to see signs of economic expansion in the second half of 2004. GDP growth, which during the second quarter was 3.3%, increased to 4% in the third quarter, and economists currently estimate 3.5% growth for the fourth quarter. Job growth also continued as the U.S. economy added an average of 181,000 jobs per month in 2004. During the same period, the Federal Reserve increased the federal-funds rate four times, 25 basis points at a time, to close the year at 2.25%. We believe the recent interest rate hikes reflect the Fed's concerns that monetary policy is still highly accommodative and the ongoing economic expansion may give rise to inflationary pressures. Inflation is bad for bond investors because it reduces the value of interest payments and principal. 31 PORTFOLIO REVIEW CITIZENS ULTRA SHORT BOND FUND (continued) HOW DID WE DO ? During the second half of 2004, the fund returned 0.88%, outperforming its benchmark index, the Merrill Lynch 1-Year Treasury Index, by 21 basis points. The fund's 30-day yield also improved during this period, rising from 1.89% on June 30th to 2.48% on December 31st. We continued to focus on high quality corporate bonds and asset-backed securities (with an average quality of Aa2), which accounted for approximately 52% and 22% of the fund's total assets, respectively, during the period. Corporate notes outperformed Treasury notes on a total return basis in the last six-month period. Our exposure to corporate notes enabled the fund to do well. Our focus has been on maintaining a relatively stable net asset value combined with increasing yields, when appropriate. The fund's effective duration at the end of the year was 0.6 years. With low duration, bonds are less sensitive to interest rate movements. Shorter durations also enable us to replace expired securities with higher yielding replacements in a favorable interest rate environment. For example, in the last six months of 2004, the two-year Treasury note yield moved from 2.68% to 3.07%. OUTLOOK We are optimistic about the upcoming year, and believe the corporate credit cycle will remain favorable. Moody's, a bond rating service, expects default rates to be relatively low, around 1.6% in 2005 for investment grade bonds. We believe the volume of net issuances will be low going forward, which should bode well for corporate bond spreads. Cautionary factors we will watch for during the year include greater than expected inflationary pressures, a weaker dollar, and increased shareholder appeasement through share buybacks and higher dividend payments. 32 CITIZENS MONEY MARKET FUND PERFORMANCE as of 12.31.2004 TOTAL RETURN AVERAGE ANNUAL RETURN Ticker 6 1 5 10 Since Share class symbol months year years years inception - ----------- ------ ------ ---- ----- ----- --------- STANDARD WKAXX 0.37% 0.44% 2.09% 3.26% NA INSTITUTIONAL WAIXX 0.50% 0.71% 2.37% NA 3.49% Data presented reflects past performance, which is not a guarantee of future results. Current performance, obtainable at www.citizensfunds.com, may be lower or higher than the performance data quoted. When sold, your shares may be worth more or less than what you paid for them. Performance figures assume reinvestment of dividends and distributions but do not reflect the deduction of taxes you would pay on fund distributions or redemptions of fund shares. Fee waivers were instituted in the past to maintain expense limits, without which returns would have been lower. INVESTMENT GOAL current income consistent with safety and liquidity INVESTMENT STRATEGY invests exclusively in money market instruments INCEPTION DATES standard shares 08.30.83, institutional shares 02.01.96 RISKS money market investing See pages 6-8 for important fund risk and benchmark disclosures. THE MARKET In the last six months of 2004 the federal-funds rate rose four times, in 25 basis point increments, to reach 2.25% year's end. The rate is the most prominent mechanism through which the Federal Reserve controls monetary policy. Bond prices and interest rates have an inverse relationship with each other. In other words, when interest rates rise, bond prices fall. This relationship between interest rates and bond prices does not necessarily hold true for money market funds. This is due to the short-term nature of the securities held in the fund. For instance, in a rising interest rate environment, securities that reach maturity are typically replaced by higher yielding securities on an ongoing basis. 33 PORTFOLIO REVIEW CITIZENS MONEY MARKET FUND (continued) HOW DID WE DO ? The interest rate hikes during the period helped improve the fund's performance. For instance, the 7-day simple yield on the standard share class was 1.17% at December 31st, compared to 0.5% at June 30th. During the second half of 2004, our strategy was to lower the fund's average weighted maturity in order to benefit from the rising interest rate environment. At December 31st, the average weighted maturity for the portfolio was 33 days compared to 42 days at June 30th. We were also shorter than our peers in terms of average weighted maturity at the end of the year. We believe this fund can be a good alternative to a traditional savings account. OUTLOOK As we head into 2005, we believe the Fed will continue to raise interest rates as the current monetary policy still appears highly accommodative. The federal-funds rate is expected to be around 3.5% - 4% by the end of 2005, assuming inflationary pressures remain tame and crude oil price levels remain below the highs of last fall. Other factors contributing to future rate increases include overall economic expansion characterized by earnings growth, payroll increases and higher consumer spending. In 2004, the economy added an average 181,000 jobs per month, which is above the 100 - 150 thousand jobs required to absorb new people coming into the job market. We believe there will be similar job growth in 2005, primarily resulting from improved operating results being reported by companies. We will continue to avoid investing in securities that we believe pose significant credit and headline risk and invest in first-tier securities in order to maintain minimal credit risk. 34 CITIZENS FUNDS HOLDINGS DECEMBER 31, 2004 ($ X 1,000) UNAUDITED 300 FUND Security Shares Value ($) - ------------------------------- ------ --------- COMMON STOCKS - 100.0% Air Freight - 1.8% FedEx Corp. 300 30 United Parcel Service, Class B 1,165 99 --- 129 Airlines - 0.2% jetBlue Airways Corp. (a) 100 2 Southwest Airlines Co. 830 14 --- 16 Apparel Manufacturers - 0.1% Jones Apparel Group, Inc. 200 7 Auto Manufacturing - 0.2% PACCAR, Inc. 150 12 Banks - 4.7% Bank of America Corp. 4,100 192 Bank of New York Co., Inc. 800 27 BB&T Corp. 600 25 Fifth Third Bancorp 600 28 National City Corp. 700 26 North Fork Bancorporation, Inc. 300 9 SunTrust Banks, Inc. 400 30 --- 337 Biotechnology - 1.3% Allergan, Inc. 100 8 Biogen Idec, Inc. (a) 375 25 Chiron Corp. (a) 200 7 Forest Laboratories, Inc. (a) 400 18 Genzyme Corp. (a) 200 12 Gilead Sciences, Inc. (a) 400 14 MedImmune, Inc. (a) 200 5 --- 89 Broadcasting - 0.3% Univision Communications, Inc. (a) 700 20 Chemicals - 1.8% Air Products & Chemicals, Inc. 200 12 Amgen, Inc. (a) 1,300 83 Engelhard Corp. 200 6 International Flavors & Fragrances, Inc. 100 4 Praxair, Inc. 400 18 Sigma-Aldrich Corp. 100 6 --- 129 Computers - 9.7% Apple Computer, Inc. (a) 370 24 Automatic Data Processing 300 13 Citrix Systems, Inc. (a) 225 6 Corning, Inc. (a) 1,480 17 Dell, Inc. (a) 2,500 104 EMC Corp. (a) 2,400 36 Intel Corp. 6,355 148 International Business Machines Corp. 1,650 162 Intuit, Inc. (a) 200 9 Lexmark International, Inc. (a) 150 13 National Instruments Corp. 100 3 Network Appliance, Inc. (a) 500 17 Novell, Inc. (a) 400 3 Oracle Corp. (a) 5,140 71 SunGard Data Systems, Inc. (a) 300 8 Symantec Corp. (a) 450 12 Yahoo!, Inc. (a) 1,400 53 --- 699 Construction - 0.5% Centex Corp. 200 12 D. R. Horton, Inc. 275 11 Lennar Corp. 200 11 --- 34 Consumer Products - 1.2% Alberto-Culver Co., Class B 200 10 Black & Decker Corp. 100 9 Clorox Co. 200 12 Kimberly-Clark Corp. 500 32 Newell Rubbermaid, Inc. 500 12 Whirlpool Corp. 100 7 --- 82 Electrical Equipment - 1.6% American Power Conversion Corp. 220 5 Emerson Electric Co. 400 28 Sanmina Corp. (a) 600 5 Tyco International Ltd. 2,010 72 --- 110 Electronics - 4.6% Adobe Systems, Inc. 200 13 Applied Materials, Inc. (a) 1,700 29 Broadcom Corp., Class A (a) 300 10 Cisco Systems, Inc. (a) 6,655 127 Electronic Arts, Inc. (a) 300 19 SEE FINANCIAL NOTES 35 CITIZENS FUNDS HOLDINGS 300 FUND Security Shares Value ($) - ------------------------------- ------ --------- Electronics (continued) Freescale Semiconductor, Inc., Class B (a) 264 5 JDS Uniphase Corp. (a) 1,600 5 Johnson Controls, Inc. 200 13 Juniper Networks, Inc. (a) 600 16 Linear Technology Corp. 300 12 Maxim Integrated Products, Inc. 350 15 NVIDIA Corp. (a) 100 2 Rockwell Automation, Inc. 100 5 SPX Corp. 200 8 Texas Instruments, Inc. 1,700 42 Xilinx, Inc. 300 9 --- 330 Energy & Utilities - 7.3% AES Corp. (a) 700 10 Anadarko Petroleum Corp. 250 16 Apache Corp. 400 20 Baker Hughes, Inc. 300 13 BJ Services Co. 200 9 BP Amoco plc ADR 3,625 213 Burlington Resources, Inc. 400 17 Calpine Corp. (a) 300 1 ConocoPhillips 700 62 Devon Energy Corp. 600 23 Diamond Offshore Drilling, Inc. 200 8 Equitable Resources, Inc. 135 8 KeySpan Corp. 200 8 Kinder Morgan, Inc. 200 15 Newfield Exploration Co. (a) 100 6 NiSource, Inc. 300 7 Noble Corp. (a) 200 10 Noble Energy, Inc. 100 6 Pepco Holdings, Inc. 100 2 Pioneer Natural Resources Co. 200 7 Pogo Producing Co. 100 5 Puget Energy, Inc. 100 2 Questar Corp. 200 10 Smith International, Inc. (a) 100 5 The Williams Cos., Inc. 500 8 Transocean, Inc. (a) 400 17 Western Gas Resources, Inc. 100 3 XTO Energy, Inc. 150 5 --- 516 Entertainment - 3.2% Comcast Corp., Class A (a) 2,200 73 Time Warner, Inc. (a) 4,550 89 Viacom, Inc. 1,700 62 --- 224 Financial - Diversified - 13.1% AMBAC Financial Group, Inc. 100 8 American Express Co. 1,300 73 Capital One Financial Corp. 300 25 Citigroup, Inc. 5,200 251 Fannie Mae 1,000 71 Freddie Mac 700 52 Lehman Brothers Holdings, Inc. 300 26 MBNA Corp. 1,300 37 Mellon Financial Corp. 400 12 Merrill Lynch & Co. 900 54 MetLife, Inc. 700 28 Moody's Corp. 200 17 Northern Trust Corp. 200 10 SLM Corp. 400 21 State Street Corp. 300 15 Synovus Financial Corp. 390 11 Wachovia Corp. 1,600 84 Washington Mutual, Inc. 900 38 Wells Fargo & Co. 1,660 103 --- 936 Financial Services - 0.5% Charles Schwab Corp. 1,400 17 Golden West Financial Corp. 120 7 Principal Financial Group 300 12 --- 36 Foods - 4.6% Bunge, Ltd. 100 6 Campbell Soup Co. 400 12 Coca-Cola Co. 2,400 99 General Mills, Inc. 400 20 H.J. Heinz Co. 300 12 Kellogg Co. 449 20 McCormick & Co., Inc. 100 4 Pepsi Bottling Group, Inc. 100 3 PepsiCo, Inc. 1,650 86 Sara Lee Corp. 850 21 SUPERVALU, Inc. 100 3 Sysco Corp. 710 27 Wm. Wrigley Jr. Co. 200 14 --- 327 Healthcare - 11.5% Baxter International, Inc. 600 21 Becton, Dickinson & Co. 250 14 Biomet, Inc. 200 9 SEE FINANCIAL NOTES 36 DECEMBER 31, 2004 ($ X 1,000) UNAUDITED 300 FUND Security Shares Value ($) - ----------------------------------- ------ --------- Healthcare (continued) Boston Scientific Corp. (a) 800 28 Cardinal Health, Inc. 500 29 DENTSPLY International, Inc. 100 6 Eli Lilly & Co. 1,100 62 Express Scripts, Inc. (a) 100 8 Guidant Corp. 300 22 Health Management Associates, Inc., Class A 100 2 Johnson & Johnson, Inc. 3,000 190 Laboratory Corp. of America Holdings (a) 225 11 Medtronic, Inc. 1,200 60 Mylan Laboratories, Inc. 350 6 Pfizer, Inc. 7,550 202 Quest Diagnostics, Inc. 100 10 St. Jude Medical, Inc. (a) 400 17 Stryker Corp. 420 20 UnitedHealth Group, Inc. 700 62 Wellpoint, Inc. (a) 300 35 --- 814 Hotels & Motels - 0.2% Marriott International, Inc., Class A 200 13 Insurance - 4.3% American International Group, Inc. 2,565 168 Fidelity National Financial Corp. 300 14 Hartford Financial Services Group, Inc. 300 21 Marsh & McLennan Cos., Inc. 500 16 MBIA, Inc. 200 13 Progressive Corp. 200 17 The Allstate Corp. 700 36 The St. Paul Travelers Cos., Inc. 670 25 --- 310 Investment Banking & Brokerage -0.9% T. Rowe Price Group, Inc. 170 11 The Goldman Sachs Group, Inc. 500 52 --- 63 Leisure - 0.3% Harley-Davidson, Inc. 300 18 Manufacturing - 5.9% 3M Co. 800 67 American Standard Cos., Inc. (a) 300 12 Bausch & Lomb, Inc. 100 6 Cintas Corp. 135 6 Cooper Cameron Corp. (a) 100 5 Dana Corp. 100 2 Deere & Co. 300 22 Donaldson Co., Inc. 100 3 Dover Corp. 300 13 Eaton Corp. 200 14 Gentex Corp. 105 4 Graco, Inc. 100 4 Illinois Tool Works, Inc. 300 28 Ingersoll-Rand Co. 200 16 Masco Corp. 515 19 Mattel, Inc. 570 11 Nucor Corp. 200 10 Parker Hannifin Corp. 100 8 Pentair, Inc. 100 4 Procter & Gamble Co. 2,602 144 Sealed Air Corp. (a) 100 5 Smurfit-Stone Container Corp. (a) 500 9 Sonoco Products Co. 100 3 Worthington Industries, Inc. 100 2 --- 417 Office Equipment & Supplies - 0.3% Avery Dennison Corp. 200 12 Pitney Bowes, Inc. 200 9 --- 21 Personal Care - 1.5% Avon Products, Inc. 500 19 Colgate-Palmolive Co. 560 29 Gillette Co. 1,000 45 The Estee Lauder Cos., Inc., Class A 300 14 --- 107 Pharmaceuticals - 0.5% McKesson Corp. 400 13 Zimmer Holdings, Inc. (a) 300 24 --- 37 Publishing - 0.9% Dow Jones & Co., Inc. 100 4 Gannett Co., Inc. 310 26 McGraw-Hill Cos., Inc. 200 18 Tribune Co. 300 13 --- 61 Railroads - 0.4% CSX Corp. 300 12 Norfolk Southern Corp. 500 18 --- 30 SEE FINANCIAL NOTES 37 CITIZENS FUNDS HOLDINGS 300 FUND Security Shares Value ($) - -------------------------------- ------ --------- Real Estate - 0.1% The St. Joe Co. 120 8 Restaurants - 1.2% McDonald's Corp. 1,300 41 Starbucks Corp. (a) 400 25 YUM! Brands, Inc. 400 19 ----- 85 Retail - 7.3% AutoZone, Inc. (a) 100 9 Bed Bath & Beyond, Inc. (a) 300 12 Best Buy & Co., Inc. 400 24 Big Lots, Inc. (a) 200 2 Chico's FAS, Inc. (a) 105 5 Coach, Inc. (a) 200 11 Costco Wholesale Corp. 500 24 CVS Corp. 430 19 Dollar General Corp. 400 8 eBay, Inc. (a) 700 81 Fastenal Co. 120 7 Hasbro, Inc. 100 2 Home Depot, Inc. 2,165 93 Lowe's Cos., Inc. 800 46 Michaels Stores, Inc. 200 6 Nordstrom, Inc. 100 5 RadioShack Corp. 235 8 Staples, Inc. 530 18 Target Corp. 900 47 The Gap, Inc. 868 18 The TJX Cos., Inc. 500 13 Tiffany & Co. 300 10 Walgreen Co. 1,000 38 Whole Foods Market, Inc. 100 10 ----- 516 Services - 2.3% Apollo Group, Inc., Class A (a) 100 8 ARAMARK Corp. 200 5 Career Education Corp. (a) 200 8 Cendant Corp. 1,000 23 Ecolab, Inc. 300 11 Expeditors International of Washington, Inc. 200 11 Fair Isaac & Co., Inc. 100 4 First Data Corp. 900 38 Fiserv, Inc. (a) 200 8 Monster Worldwide, Inc. (a) 100 3 Omnicom Group, Inc. 200 17 Pall Corp. 100 3 Paychex, Inc. 400 14 Unisys Corp. (a) 700 7 Viad Corp. 31 1 ----- 161 Telecommunications - 5.7% Lucent Technologies, Inc. (a) 5,000 19 Motorola, Inc. 2,400 41 Nextel Communications, Inc. (a) 1,100 33 QUALCOMM, Inc. 1,650 70 SBC Communications, Inc. 3,280 85 Scientific-Atlanta, Inc. 200 7 Sprint Corp. 1,417 35 Verizon Communications, Inc. 2,750 111 ----- 401 ----- TOTAL COMMON STOCKS 7,095 Cost: $6,409 Security, rate, maturity date Principal ($) Value ($) - ----------------------------------------- ------------ --------- REPURCHASE AGREEMENTS - 0.1% Fifth Third Bank, Inc., 1.25%, 01/03/05 (Proceeds at maturity $10, collateralized by Federal Home Loan Mortgage Corp. security, 6.00%, 04/01/17) Cost: $10 10 10 ------ TOTAL INVESTMENTS - 100.1% 7,105 Cost: $6,419 (b) Percentages indicated are based on net assets of $7,097. (a) Non-income producing security. (b) Represents cost for financial reporting purposes and differs from federal income tax purposes by the amount of losses recognized for financial reporting purposes in excess of federal income tax reporting of approximately $28. Cost for federal income tax purposes differs from value by net unrealized appreciation of securities as follows: Unrealized appreciation $ 838 Unrealized depreciation (180) ------- Net unrealized appreciation $ 658 ADR - American Depositary Receipt SEE FINANCIAL NOTES 38 DECEMBER 31, 2004 ($ X 1,000) UNAUDITED CORE GROWTH FUND Security Shares Value ($) - --------------------------------- ------- --------- COMMON STOCKS - 96.3% Air Freight - 2.3% FedEx Corp. 80,060 7,885 Apparel Manufacturers - 1.6% Nike, Inc., Class B 60,000 5,441 Auto Manufacturing - 1.8% PACCAR, Inc. 75,000 6,036 Banks - 1.9% Bank of America Corp. 140,000 6,579 Biotechnology - 1.4% Gilead Sciences, Inc. (a) 140,000 4,899 Chemicals - 1.4% Praxair, Inc. 110,000 4,857 Computers - 6.2% Cognos, Inc. (a) 120,000 5,287 Dell, Inc. (a) 100,000 4,214 Network Appliance, Inc. (a) 150,000 4,983 Symantec Corp. (a) 250,000 6,440 ------ 20,924 Consumer Products - 1.8% Black & Decker Corp. 70,000 6,183 Electronics - 6.0% Adobe Systems, Inc. 100,000 6,274 Cisco Systems, Inc. (a) 200,000 3,860 Electronic Arts, Inc. (a) 75,000 4,626 Rockwell Automation, Inc. 110,000 5,451 ------ 20,211 Energy & Utilities - 9.4% Apache Corp. 82,100 4,152 BJ Services Co. 70,000 3,258 Burlington Resources, Inc. 100,000 4,350 ConocoPhillips 75,000 6,512 Equitable Resources, Inc. 110,000 6,672 Questar Corp. 130,000 6,625 Silvan Power Co. (a) (b) 24,000 - Vulcan Power Co., Class A (a) (b) 40,000 - ------ 31,569 Financial - Diversified - 8.5% American Express Co. 110,000 6,201 Legg Mason, Inc. 60,000 4,396 MBNA Corp. 120,000 3,383 Moody's Corp. 75,000 6,513 SLM Corp. 60,000 3,203 Wells Fargo & Co. 80,000 4,972 ------ 28,668 Financial Services - 2.8% Golden West Financial Corp. 80,000 4,913 Hibernia Corp. 160,000 4,722 ------ 9,635 Foods - 5.6% Hershey Foods Corp. 125,000 6,942 McCormick & Co., Inc. 130,000 5,018 Sysco Corp. 100,000 3,817 Wm. Wrigley Jr. Co. 45,000 3,114 ------ 18,891 Healthcare - 12.6% Becton, Dickinson & Co. 125,000 7,100 C.R. Bard, Inc. 100,000 6,398 Johnson & Johnson, Inc. 150,000 9,512 St. Jude Medical, Inc. (a) 120,000 5,032 UnitedHealth Group, Inc. 100,000 8,803 Varian Medical Systems, Inc. (a) 125,000 5,405 ------ 42,250 Hotels & Motels - 2.0% Marriott International, Inc., Class A 110,000 6,928 Insurance - 2.0% The Allstate Corp. 130,020 6,725 Manufacturing - 5.8% Illinois Tool Works, Inc. 63,600 5,894 Masco Corp. 135,000 4,932 Pentair, Inc. 125,000 5,445 Procter & Gamble Co. 60,000 3,305 ------ 19,576 Personal Care - 1.1% Gillette Co. 80,000 3,582 Pharmaceuticals - 0.9% Zimmer Holdings, Inc. (a) 40,000 3,205 Restaurants - 2.2% Starbucks Corp. (a) 120,000 7,483 Retail - 7.7% Bed Bath & Beyond, Inc. (a) 100,000 3,983 Costco Wholesale Corp. 70,000 3,389 CVS Corp. 145,000 6,535 SEE FINANCIAL NOTES 39 CITIZENS FUNDS HOLDINGS CORE GROWTH FUND Security Shares Value ($) - -------- ------ --------- Retail (continued) Nordstrom, Inc. 100,000 4,673 Staples, Inc. 220,000 7,416 ------- 25,996 Services - 5.6% Ecolab, Inc. 140,000 4,918 Expeditors International of Washington, Inc. 90,000 5,029 First Data Corp. 100,000 4,254 Getty Images, Inc. (a) 70,000 4,820 ------- 19,021 Telecommunications - 5.7% Alltel Corp. 85,000 4,995 QUALCOMM, Inc. 220,000 9,328 Sprint Corp. 200,000 4,970 ------- 19,293 ------- TOTAL COMMON STOCKS 325,837 Cost: $266,958 WARRANTS - 0.0% Telecommunications - 0.0% Lucent Technologies, Inc. 4,066 6 Cost: $0 Security, rate, maturity date Principal ($) Value ($) - ----------------------------------------------------- ------------- --------- REPURCHASE AGREEMENTS - 3.9% Fifth Third Bank, Inc., 1.25%, 01/03/05 (Proceeds at maturity $13,079, collateralized by Federal Home Loan Mortgage Corp. securities, 5.00%-6.00%, 04/01/17-11/01/17) Cost: $13,077 13,077 13,077 ------- TOTAL INVESTMENTS - 100.2% 338,920 Cost: $280,035 (c) Percentages indicated are based on net assets of $338,328. (a) Non-income producing security. (b) On December 31, 2004, the fund owned the following restricted securities constituting 0.00% of net assets which may not be publicly sold without registration under the Securities Act of 1933. These securities are valued at fair value as determined in good faith under consistently applied procedures under the general supervision of the Trust's Board of Trustees. Additional information on the securities is as follows: Vulcan Power Co., Class A Acquisition Date: March 3, 1995 Cost: $300 Value: $0 Silvan Power Co. Acquisition Date: July 27, 2004 Cost : $0 Value : $0 (c) Represents cost for financial reporting purposes and differs from federal income tax purposes by the amount of losses recognized for financial reporting purposes in excess of federal income tax reporting of approximately $666. Cost for federal income tax purposes differs from value by net unrealized appreciation of securities as follows: Unrealized appreciation $ 58,935 Unrealized depreciation (716) -------- Net unrealized appreciation $ 58,219 SEE FINANCIAL NOTES 40 DECEMBER 31, 2004 ($ X 1,000) UNAUDITED EMERGING GROWTH FUND Security Shares Value ($) - ------------------------------ ------ --------- COMMON STOCKS - 100.3% Banks - 1.9% East West Bancorp, Inc. 77,759 3,263 Biotechnology - 1.0% Gilead Sciences, Inc. (a) 51,200 1,791 Broadcasting - 0.6% American Tower Corp. (a) 55,900 1,029 Chemicals - 1.0% Praxair, Inc. 39,650 1,751 Computers - 11.6% Affiliated Computer Services, Inc. (a) 28,125 1,693 Apple Computer, Inc. (a) 71,916 4,632 ARM Holdings plc ADR 341,862 2,109 Autodesk, Inc. 50,400 1,913 Corning, Inc. (a) 147,360 1,734 Pixar, Inc. (a) 14,505 1,242 Symantec Corp. (a) 137,200 3,534 Veritas Software Corp. (a) 64,066 1,829 Wind River Systems, Inc. (a) 119,500 1,619 ------ 20,305 Construction - 1.6% Centex Corp. 17,000 1,013 Lafarge North America, Inc. 34,000 1,745 ------ 2,758 Consumer Products - 1.1% Black & Decker Corp. 20,790 1,836 Electrical Equipment - 1.5% Fisher Scientific International, Inc. (a) 42,400 2,645 Electronics - 12.4% Adobe Systems, Inc. 71,525 4,487 Advanced Micro Devices, Inc. (a) 78,500 1,729 Cree, Inc. (a) 55,240 2,214 Harman International Industries, Inc. 26,780 3,401 International Rectifier Corp. (a) 77,700 3,463 Juniper Networks, Inc. (a) 110,275 2,998 Rockwell Automation, Inc. 26,000 1,288 Silicon Image, Inc. (a) 129,314 2,129 ------ 21,709 Energy & Utilities - 4.8% Baker Hughes, Inc. 43,840 1,871 EOG Resources, Inc. 23,200 1,656 Newfield Exploration Co. (a) 28,742 1,697 ONEOK, Inc. 54,200 1,540 Patterson-UTI Energy, Inc. 85,200 1,657 ------ 8,421 Financial - Diversified - 2.5% Investors Financial Services Corp. 38,227 1,911 Moody's Corp. 28,494 2,474 ------ 4,385 Financial Services - 3.6% Chicago Mercantile Exchange 15,156 3,466 Golden West Financial Corp. 45,080 2,769 ------ 6,235 Foods - 2.9% Bunge, Ltd. 47,850 2,728 Hershey Foods Corp. 42,425 2,356 ------ 5,084 Healthcare - 9.5% Biomet, Inc. 52,725 2,288 Cooper Cos., Inc. 38,075 2,688 Cytyc Corp. (a) 59,809 1,649 Laboratory Corp. of America Holdings (a) 21,850 1,089 Sierra Health Services, Inc. (a) 50,888 2,804 St. Jude Medical, Inc. (a) 78,840 3,305 Varian Medical Systems, Inc. (a) 64,600 2,793 ------ 16,616 Hotels & Motels - 1.0% Choice Hotels International, Inc. 30,530 1,771 Investment Banking & Brokerage - 1.4% T. Rowe Price Group, Inc. 39,555 2,460 Manufacturing - 6.5% Graco, Inc. 71,906 2,686 Nucor Corp. 58,850 3,081 Oshkosh Truck Corp. 29,284 2,002 Pentair, Inc. 34,000 1,481 Zebra Technologies Corp., Class A (a) 38,706 2,178 ------ 11,428 SEE FINANCIAL NOTES 41 CITIZENS FUNDS HOLDINGS EMERGING GROWTH FUND Security Shares Value ($) - ----------------------------------- ------- --------- Personal Care - 0.6% The Estee Lauder Cos., Inc., Class A 21,400 979 Pharmaceuticals - 1.1% Medicis Pharmaceutical Corp., Class A 53,800 1,889 Publishing - 0.9% John Wiley & Sons, Inc. 44,400 1,547 Railroads - 1.0% Norfolk Southern Corp. 50,270 1,819 Restaurants - 4.9% Sonic Corp. (a) 33,230 1,014 Starbucks Corp. (a) 71,100 4,434 YUM! Brands, Inc. 65,500 3,090 ------- 8,538 Retail - 12.7% American Eagle Outfitters, Inc. 68,200 3,212 Claire's Stores, Inc. 101,400 2,155 Coach, Inc. (a) 27,700 1,562 Fastenal Co. 39,097 2,407 Foot Locker, Inc. 100,246 2,700 Nordstrom, Inc. 60,356 2,820 Polo Ralph Lauren 18,000 767 Regis Corp. 30,700 1,417 Staples, Inc. 81,870 2,760 Whole Foods Market, Inc. 26,750 2,551 ------- 22,351 Services - 9.5% Cognizant Technology Solutions Corp. (a) 68,400 2,895 Corporate Executive Board Co. 51,549 3,451 Dun & Bradstreet Corp. (a) 19,200 1,145 Ecolab, Inc. 62,511 2,196 Expeditors International of Washington, Inc. 41,600 2,325 Getty Images, Inc. (a) 32,235 2,219 VCA Antech, Inc. (a) 120,000 2,352 ------- 16,583 Telecommunications - 1.7% Andrew Corp. (a) 60,700 827 Macromedia, Inc. (a) 33,600 1,046 Nextel Partners, Inc. (a) 53,000 1,036 ------- 2,909 Transportation - 3.0% Landstar System, Inc. (a) 37,240 2,743 Ryder System, Inc. 51,694 2,469 ------- 5,212 ------- TOTAL COMMON STOCKS 175,314 Cost: $142,286 Security, rate, maturity date Principal ($) Value ($) - ----------------------------------------------------- ------------- --------- REPURCHASE AGREEMENTS - 0.1% Fifth Third Bank, 1.25%, 01/03/05 (Proceeds at maturity $201, collateralized by Federal Home Loan Mortgage Corp. security, 5.00%, 11/01/17) Cost: $201 201 201 ------- TOTAL INVESTMENTS - 100.4% 175,515 Cost: $142,487 (b) Percentages indicated are based on net assets of $174,861. (a) Non-income producing security. (b) Represents cost for financial reporting purposes and differs from federal income tax purposes by the amount of losses recognized for financial reporting purposes in excess of federal income tax reporting of approximately $28. Cost for federal income tax purposes differs from value by net unrealized appreciation of securities as follows: Unrealized appreciation $ 33,624 Unrealized depreciation (624) -------- Net unrealized appreciation $ 33,000 ADR - American Depositary Receipt SEE FINANCIAL NOTES 42 DECEMBER 31, 2004 ($ X 1,000) UNAUDITED SMALL CAP CORE GROWTH FUND Security Shares Value ($) - ---------------------------- ------ --------- COMMON STOCKS - 100.0% Airlines - 1.0% MAIR Holdings, Inc. (a) 30,786 283 Banks - 6.1% Cathay Bancorp, Inc. 9,100 341 East West Bancorp, Inc. 10,940 460 Glacier Bancorp, Inc. 6,800 231 PrivateBancorp, Inc. 9,890 319 Prosperity Bancshares, Inc. 15,074 440 ----- 1,791 Biotechnology - 3.1% Merit Medical Systems, Inc. (a) 59,278 906 Computers - 10.1% Ansys, Inc. (a) 15,760 505 ARM Holdings plc ADR 45,974 284 Digital River, Inc. (a) 12,780 532 F5 Networks, Inc. (a) 10,960 534 Factset Research Systems, Inc. 7,960 465 NETGEAR, Inc. (a) 35,300 642 ----- 2,962 Educational Services - 1.7% Bright Horizons Family Solutions, Inc. (a) 7,850 508 Electrical Equipment - 1.4% Genlyte Group (a) 4,802 411 Electronics - 5.9% Diodes, Inc. (a) 20,500 464 Silicon Image, Inc. (a) 33,135 546 Skyworks Solutions, Inc. (a) 37,040 349 Trimble Navigation Ltd. (a) 11,665 385 ----- 1,744 Energy & Utilities - 6.4% Airgas, Inc. 10,845 288 Carbo Ceramics, Inc. 4,825 333 Headwaters, Inc. (a) 12,700 362 Patina Oil & Gas Corp. 8,945 335 Precision Drilling Corp. (a) 4,750 298 RPC, Inc. 9,800 246 ----- 1,862 Financial - Diversified - 1.4% R & G Finanical Corp., Class B 10,615 413 Healthcare - 13.0% Able Laboratories, Inc. (a) 18,240 415 Advanced Medical Optics (a) 10,882 448 American Medical Systems Holdings, Inc. (a) 12,003 502 Amerigroup Corp. (a) 8,350 632 Centene Corp. (a) 16,800 476 LifePoint Hospitals, Inc. (a) 14,600 508 Quality Systems, Inc. (a) 7,590 454 Sierra Health Services, Inc. (a) 6,744 372 ----- 3,807 Hotels & Motels - 1.8% Choice Hotels International, Inc. 9,105 528 Insurance - 1.0% RLI Corp. 7,055 293 Investment Banking & Brokerage - 2.4% Affiliated Managers Group, Inc. (a) 5,460 370 Southwest BanCorp of Texas 14,030 327 ----- 697 Manufacturing - 14.4% Ceradyne, Inc. (a) 8,700 498 Kennametal, Inc. 8,200 408 Matthews International Corp., Class A 9,600 353 Oshkosh Truck Corp. 6,780 464 Oxford Industries, Inc. 6,650 275 Roper Industries, Inc. 6,760 411 Simpson Manufacturing Co., Inc. 13,515 472 Steel Dynamics, Inc. 14,820 561 The Manitowoc Co., Inc. 9,025 340 Toro Co. 5,655 460 ----- 4,242 Multimedia - 2.7% Sonic Solutions (a) 16,140 362 Witness Systems, Inc. (a) 24,630 430 ----- 792 Personal Care - 2.5% Chattem, Inc. (a) 12,740 421 Steiner Leisure Ltd. (a) 10,000 299 ----- 720 Publishing - 0.9% Thomas Nelson, Inc. 11,200 253 SEE FINANCIAL NOTES 43 CITIZENS FUNDS HOLDINGS SMALL CAP CORE GROWTH FUND Security Shares Value ($) - ----------------------------------- ------ --------- Restaurants - 3.3% P.F. Chang's China Bistro, Inc. (a) 7,040 397 Sonic Corp. (a) 19,005 579 ------ 976 Retail - 7.2% Claire's Stores, Inc. 18,815 400 Finish Line, Inc., Class A 25,000 458 Guitar Center, Inc. (a) 9,650 507 Peet's Coffee & Tea, Inc. (a) 8,525 226 Quiksilver, Inc. (a) 7,400 220 The Warnaco Group, Inc. (a) 13,500 292 ------ 2,103 Services - 7.8% Corporate Executive Board Co. 9,285 621 Labor Ready, Inc. (a) 20,010 339 Mine Safety Appliances 7,055 358 SCP Pool Corp. 9,200 293 VCA Antech, Inc. (a) 13,500 265 Waste Connections, Inc. (a) 12,210 418 ------ 2,294 Telecommunications - 3.4% Macromedia, Inc. (a) 15,000 467 NII Holdings, Inc., Class B (a) 2,860 136 Symmetricom, Inc. (a) 41,300 401 ------ 1,004 Transportation - 2.5% Landstar System, Inc. (a) 9,935 732 ------ TOTAL COMMON STOCKS 29,321 Cost: $24,545 Security, rate, maturity date Principal ($) Value ($) - ------------------------------------------------ ------------- --------- REPURCHASE AGREEMENTS - 4.1% Fifth Third Bank, Inc., 1.25%, 01/03/05 (Proceeds at maturity $1,195, collateralized by Federal Home Loan Mortgage Corp. security, 5.00%, 11/01/17) Cost: $1,195 1,195 1,195 ----- ------ TOTAL INVESTMENTS - 104.1% 30,516 Cost: $25,740 (b) Percentages indicated are based on net assets of $29,313. (a) Non-income producing security. (b) Represents cost for financial reporting purposes and differs from federal income tax purposes by the amount of losses recognized for financial reporting purposes in excess of federal income tax reporting of approximately $63. Cost for federal income tax purposes differs from value by net unrealized appreciation of securities as follows: Unrealized appreciation $ 4,809 Unrealized depreciation (96) --------- Net unrealized appreciation $ 4,713 ADR - American Depositary Receipt SEE FINANCIAL NOTES 44 DECEMBER 31, 2004 ($ X 1,000) UNAUDITED VALUE FUND Security Shares Value ($) - -------------------------------- ------ --------- COMMON STOCKS - 100.1% Air Freight - 2.8% FedEx Corp. 7,455 734 Apparel Manufacturers - 1.6% V.F. Corp. 7,400 410 Auto Manufacturing - 1.3% PACCAR, Inc. 4,270 344 Banks - 5.8% Bank of America Corp. 15,040 706 KeyCorp 13,650 463 Regions Financial Corp. 9,934 354 ------- 1,523 Chemicals - 2.4% Amgen, Inc. (a) 4,380 281 Praxair, Inc. 7,943 351 ------- 632 Computers - 7.8% Affiliated Computer Services, Inc. (a) 5,535 333 Corning, Inc. (a) 28,486 335 International Business Machines Corp. 6,630 654 Microsoft Corp. 13,805 369 Storage Technology Corp. (a) 10,942 346 ------- 2,037 Construction - 1.3% Lafarge North America, Inc. 6,670 342 Consumer Products - 1.9% Kimberly-Clark Corp. 7,571 498 Electronics - 2.7% Cisco Systems, Inc. (a) 14,436 279 International Rectifier Corp. (a) 9,508 423 ------- 702 Energy & Utilities - 9.1% Anadarko Petroleum Corp. 6,842 443 Apache Corp. 6,797 344 ConocoPhillips 7,458 647 Devon Energy Corp. 11,091 432 ONEOK, Inc. 17,875 508 ------- 2,374 Financial - Diversified - 9.2% Capital One Financial Corp. 6,710 565 Lehman Brothers Holdings, Inc. 6,743 590 Merrill Lynch & Co. 10,835 647 Wachovia Corp. 11,252 592 ------- 2,394 Financial Services - 1.8% Golden West Financial Corp. 7,870 483 Foods - 1.6% Bunge, Ltd. 7,130 406 Healthcare - 11.9% Baxter International, Inc. 10,265 355 Beckman Coulter, Inc. 5,705 382 Becton, Dickinson & Co. 9,475 538 Cardinal Health, Inc. 8,137 473 Pfizer, Inc. 19,715 530 Wellpoint, Inc. (a) 7,134 820 ------- 3,098 Insurance - 2.4% The Allstate Corp. 12,352 639 Manufacturing - 8.0% Eaton Corp. 7,285 527 Ingersoll-Rand Co. 8,274 665 Masco Corp. 12,055 440 Nucor Corp. 8,960 469 ------- 2,101 Personal Care - 1.0% Avon Products, Inc. 6,635 257 Publishing - 1.5% McGraw-Hill Cos., Inc. 4,210 385 Railroads - 1.7% Norfolk Southern Corp. 12,135 439 Real Estate - 1.2% Simon Property Group 4,855 314 Restaurants - 4.2% McDonald's Corp. 22,189 711 YUM! Brands, Inc. 8,120 383 ------- 1,094 Retail - 7.1% Claire's Stores, Inc. 17,825 379 CVS Corp. 14,485 653 Nieman Marcus Group, Inc., Class A 6,115 437 Nordstrom, Inc. 8,446 395 ------- 1,864 SEE FINANCIAL NOTES 45 CITIZENS FUNDS HOLDINGS VALUE FUND Security Shares Value ($) - ----------------------------- ------ --------- Telecommunications - 9.9% Alltel Corp. 6,591 387 Avaya, Inc. (a) 17,174 295 Lucent Technologies, Inc.(a) 85,877 323 Motorola, Inc. 29,910 515 Nextel Communications, Inc. (a) 8,765 263 Scientific-Atlanta, Inc. 8,870 293 Sprint Corp. 20,200 503 ------ 2,579 Transportation - 1.9% Ryder System, Inc. 10,480 501 TOTAL COMMON STOCKS 26,150 Cost: $22,715 WARRANTS - 0.0% Telecommunications - 0.0% Lucent Technologies, Inc. 1,603 3 Cost: $0 Security, rate, maturity date Principal ($) Value ($) - ------------------------------------------------- ------------ --------- REPURCHASE AGREEMENTS - 0.1% Fifth Third Bank, 1.25%, 01/03/05 (Proceeds at maturity $21, collateralized by Federal Home Loan Mortgage Corp. security, 5.00%, 11/01/17) Cost: $21 21 21 ------ TOTAL INVESTMENTS - 100.2% 26,174 Cost: $22,736 (b) Percentages indicated are based on net assets of $26,125 . (a) Non-income producing security. (b) Represents cost for financial reporting purposes and differs from federal income tax purposes by the amount of losses recognized for financial reporting purposes in excess of federal income tax reporting of approximately $143. Cost for federal income tax purposes differs from value by net unrealized appreciation of securities as follows: Unrealized appreciation $ 3,340 Unrealized depreciation (45) ---------- Net unrealized appreciation $ 3,295 SMALL CAP VALUE FUND Security Shares Value ($) - ------------------------------------- ------ --------- COMMON STOCKS - 97.7% Airlines - 3.0% MAIR Holdings, Inc. (a) 6,997 64 Banks - 3.8% Bank Mutual Corp. 3,250 40 NewAlliance Bancshares, Inc. 2,695 41 --- 81 Biotechnology - 5.6% Harvard Bioscience, Inc. (a) 5,547 26 Meridian Bioscience, Inc. 2,110 37 Merit Medical Systems, Inc. (a) 3,625 55 --- 118 Computers - 1.2% Computer Horizons Corp. (a) 6,576 25 Construction - 1.8% Champion Enterprises (a) 3,304 39 Electronics - 3.0% Cabot Microelectronics Corp. (a) 585 24 Lakeland Industries, Inc. (a) 1,072 22 Optical Communication Products, Inc. (a) 7,342 18 --- 64 Energy & Utilities - 11.9% Cambior, Inc. (a) 11,202 30 Forest Oil Corp. (a) 1,275 40 Global Industries Ltd. (a) 7,916 65 St. Mary Land & Exploration Co. 925 39 UGI Corp. 700 29 Vectren Corp. 1,835 49 --- 252 Financial - Diversified - 1.4% Commercial Federal Corp. 1,000 30 Foods - 4.2% Chiquita Brands International, Inc. 1,520 34 Performance Food Group Co. (a) 975 26 Sanderson Farms, Inc. 668 29 --- 89 Healthcare - 5.6% America Service Group, Inc. (a) 2,122 56 Cross Country Healthcare, Inc. (a) 1,690 31 CV Therapeutics, Inc. (a) 1,385 32 --- 119 SEE FINANCIAL NOTES 46 DECEMBER 31, 2004 ($ X 1,000) UNAUDITED SMALL CAP VALUE FUND Security Shares Value ($) - ---------------------------------------- ------ --------- Insurance - 3.0% Max Re Capital Ltd. 1,535 32 RLI Corp. 735 31 ----- 63 Investment Banking & Brokerage - 2.7% Affiliated Managers Group, Inc. (a) 845 57 Manufacturing - 17.5% Circor International, Inc. 1,246 29 Compass Minerals International, Inc. 2,855 70 Constar International, Inc. (a) 4,407 34 Crown Holdings, Inc. (a) 4,260 60 Gentek, Inc. 390 17 Mueller Industries, Inc. 808 26 Newport Corp. (a) 1,949 27 Omnova Solutions, Inc. (a) 3,519 20 Packaging Corp. of America 850 20 RC2 Corp. (a) 380 12 Silgan Holdings, Inc. 363 22 Thomas Industries, Inc. 906 36 ----- 373 Personal Care - 2.4% Steiner Leisure Ltd. (a) 1,687 50 Pharmaceuticals - 2.0% Par Pharmaceutical Cos., Inc. (a) 1,027 42 Real Estate - 9.2% American Financial Realty Trust 1,170 19 Ashford Hospitality Trust 3,475 38 Capital Lease Funding, Inc. 4,290 53 Healthcare Realty Trust, Inc. 750 31 Washington Real Estate Investment Trust 1,555 53 ----- 194 Retail - 2.5% Brookstone, Inc. (a) 759 15 Department 56, Inc. (a) 865 14 Rocky Shoes & Boots, Inc. (a) 811 24 ----- 53 Services - 8.9% Chemed Corp. 391 26 Digital Generation Systems, Inc. (a) 22,959 29 Dycom Industries, Inc. (a) 1,115 34 eSPEED, Inc. (a) 5,098 63 Per-Se Technologies, Inc. (a) 1,225 19 Private Business, Inc. (a) 6,860 17 ----- 188 Telecommunications - 8.0% Arris Group, Inc. (a) 3,600 25 C-Cor, Inc. (a) 2,200 20 Glenayre Technologies, Inc. (a) 12,600 27 MRV Communications, Inc. (a) 4,331 16 Tollgrade Communications, Inc. (a) 1,865 23 Tumbleweed Communications Corp. (a) 4,160 14 webMethods, Inc. (a) 2,442 18 Westell Technologies, Inc. (a) 3,815 26 ----- 169 ----- TOTAL COMMON STOCKS 2,070 Cost: $1,850 Security, rate, maturity date Principal ($) Value ($) - -------------------------------------------------- ------------ -------- REPURCHASE AGREEMENTS - 0.6% Fifth Third Bank, 1.25%, 01/03/05 (Proceeds at maturity $12, collateralized by Federal Home Loan Mortgage Corp. security, 5.00%, 11/01/17) Cost: $12 12 12 ----- TOTAL INVESTMENTS - 98.3% 2,082 Cost: $1,862 (b) Percentages indicated are based on net assets of $2,118. (a) Non-income producing security. (b) Represents cost for financial reporting purposes and differs from federal income tax purposes by the amount of losses recognized for financial reporting purposes in excess of federal income tax reporting of approximately $16. Cost for federal income tax purposes differs from value by net unrealized appreciation of securities as follows: Unrealized appreciation $ 212 Unrealized depreciation (8) ------- Net unrealized appreciation $ 204 SEE FINANCIAL NOTES 47 CITIZENS FUNDS HOLDINGS GLOBAL EQUITY FUND Security Shares Value ($) - ------------------------------------ ------ --------- COMMON STOCKS - 98.5% Automobile Manufacturing - 5.1% Bayerische Motoren Werke AG 43,000 1,934 Toyota Motor Co. 12,000 982 Volvo AB 50,000 1,983 ------ 4,899 Banks - 4.2% Bank of New York Co., Inc. 45,000 1,504 Royal Bank of Scotland Group plc 30,000 1,008 UBS AG ADR 18,000 1,509 ------ 4,021 Biotechnology - 1.7% Roche Holding AG 14,492 1,664 Broadcasting - 4.2% British Sky Broadcasting Group plc 90,000 970 Clear Channel Communications, Inc. 37,000 1,239 Viacom, Inc., Class B 50,000 1,820 ------ 4,029 Computers - 9.9% First Data Corp. 43,000 1,829 Intel Corp. 82,500 1,930 International Business Machines Corp. 10,000 986 Microsoft Corp. 98,000 2,617 NCR Corp. (a) 15,000 1,038 SAP AG 6,200 1,104 ------ 9,504 Construction - 1.2% Fluor Corp. 21,000 1,145 Consumer Products - 2.1% Electrolux AB ADR 22,000 1,015 Kimberly-Clark ADR 56,000 967 ------ 1,982 Energy & Utilities - 10.9% Apache Corp. 35,000 1,770 BG Group plc ADR 54,000 1,860 BP Amoco plc 224,000 2,183 Gold Fields Ltd. ADR 60,000 749 Kinder Morgan, Inc. 27,000 1,975 Statoil ASA ADR 59,000 937 Valero Energy Corp. 21,000 953 ------ 10,427 Entertainment - 2.2% Comcast Corp., Class A (a) 65,000 2,135 Financial - Diversified - 13.5% American Express Co. 25,000 1,409 Bank of America Corp. 28,000 1,316 Citigroup, Inc. 62,000 2,988 Deutsche Boerse AG 36,000 2,161 HBOS plc 120,000 1,952 HSBC Holdings plc ADR 10,000 851 Mitsubishi Tokyo Financial Group, Inc. 62 630 Mitsubishi Tokyo Financial Group, Inc. ADR 148,000 1,513 ------ 12,820 Food & Beverages - 3.0% Nestle SA 5,678 1,483 PepsiCo, Inc. 27,000 1,409 ------ 2,892 Healthcare - 12.9% Beckman Coulter, Inc. 28,000 1,876 Boston Scientific Corp. (a) 50,000 1,778 Caremark Rx, Inc. (a) 28,000 1,104 Eli Lilly & Co. 15,000 851 GlaxoSmithKline plc 104,405 2,447 Novartis AG ADR 40,000 2,022 Pfizer, Inc. 83,000 2,232 ------ 12,310 Insurance - 2.1% ING Groep NV 67,000 2,023 Manufacturing - 7.2% 3M Co. 11,000 903 Komatsu, Ltd. 270,000 1,890 L'Air Liquide ADR 29,000 1,072 Rexam plc 110,000 970 Tyco International, Ltd. 57,000 2,037 ------ 6,872 Office Equipment & Supplies - 4.0% Avery Dennison Corp. 29,000 1,739 Canon, Inc. ADR 38,000 2,062 ------ 3,801 Personal Care - 4.5% Colgate-Palmolive Co. 30,000 1,535 Henkel KGaA ADR 11,000 908 The Estee Lauder Cos., Inc., Class A 41,000 1,876 ------ 4,319 SEE FINANCIAL NOTES 48 DECEMBER 31, 2004 ($ X 1,000) UNAUDITED GLOBAL EQUITY FUND Security Shares Value ($) - ---------------------------- ------- --------- Restaurants - 1.0% Wendy's International, Inc. 25,000 982 Retail - 2.0% Kohl's Corp. (a) 18,000 885 Petsmart, Inc. 30,000 1,066 ------ 1,951 Services - 1.0% WPP Group plc 85,000 934 Telecommunications - 5.8% Nippon Telegraph and Telephone Corp. 38,000 857 NTT DoCoMo, Inc. (a) 40,000 985 Verizon Communications, Inc. 46,000 1,863 Vodafone Group plc 670,000 1,816 ------ 5,521 ------ TOTAL COMMON STOCKS 94,231 Cost: $83,948 Security, rate, maturity date Principal ($) Value ($) - ------------------------------------------------ ------------- --------- REPURCHASE AGREEMENTS - 0.6% Fifth Third Bank, 1.25%, 01/03/05 (Proceeds at maturity $548, collateralized by Federal Home Loan Mortgage Corp. security, 5.00%, 11/01/17) Cost: $548 548 548 ------ TOTAL INVESTMENTS - 99.1% 94,779 Cost: $84,496 (b) Percentages indicated are based on net assets of $95,642. (a) Non-income producing security. (b) Represents cost for financial reporting purposes and differs from federal income tax purposes by the amount of losses recognized for financial reporting purposes in excess of federal income tax reporting of approximately $220. Cost for federal income tax purposes differs from value by net unrealized appreciation of securities as follows: Unrealized appreciation $ 11,839 Unrealized depreciation (1,776) --------- Net unrealized appreciation $ 10,063 ADR - American Depositary Receipt GLOBAL EQUITY FUND The fund's portfolio holdings as of December 31, 2004, were distributed among the following countries: PERCENTAGE OF NET ASSETS ---------------------------- SHORT TERM EQUITY & OTHER TOTAL ------ ----------- ----- France 1.1% 1.1% Germany 6.4% 6.4% Israel 1.0% 1.0% Japan 8.3% 8.3% Mexico 1.0% 1.0% Netherlands 2.1% 2.1% Norway 1.0% 1.0% South Africa 0.8% 0.8% Sweden 3.1% 3.1% Switzerland 5.4% 5.4% United Kingdom 15.7% 15.7% United States 52.6% 0.6% 53.2% ---- --- ---- TOTAL 98.5% 0.6% 99.1% FOREIGN CURRENCY CONTRACTS (actual $) - -------------------------- ------------- Delivery date 01/04/05 Contract amount (Great Britain Pound) 100,000 GBP Contract value (U.S.dollar) $ 191,570 Current value at 12/31/04 (U.S. dollar) $ 191,800 Unrealized depreciation $ (230) SEE FINANCIAL NOTES 49 CITIZENS FUNDS HOLDINGS BALANCED FUND Security Shares Value ($) - ------------------------------- ------ --------- COMMON STOCKS - 66.4% Air Freight - 1.6% FedEx Corp. 600 59 Apparel Manufacturers - 1.2% Nike, Inc., Class B 500 45 Auto Manufacturing - 1.4% PACCAR, Inc. 650 52 Banks - 1.3% Bank of America Corp. 1,000 47 Biotechnology - 0.8% Gilead Sciences, Inc. (a) 800 28 Chemicals - 1.2% Praxair, Inc. 1,000 44 Computers - 5.3% Automatic Data Processing 700 31 Cognos, Inc. (a) 900 40 Dell, Inc. (a) 900 38 Network Appliance, Inc. (a) 1,250 42 Symantec Corp. (a) 1,800 46 --- 197 Consumer Products - 1.2% Black & Decker Corp. 500 44 Electronics -3.2% Adobe Systems, Inc. 800 50 Cisco Systems, Inc. (a) 1,400 27 Rockwell Automation, Inc. 800 40 --- 117 Energy & Utilities - 8.6% Anadarko Petroleum Corp. 400 26 Apache Corp. 550 28 Baker Hughes, Inc. 600 26 BJ Services Co. 650 30 Burlington Resources, Inc. 650 28 ConocoPhillips 550 47 Equitable Resources, Inc. 600 36 KeySpan Corp. 500 20 Questar Corp. 800 41 Valero Energy Corp. 800 36 --- 318 Financial - Diversified - 4.4% American Express Co. 800 45 MBNA Corp. 900 25 Moody's Corp. 700 61 Wells Fargo & Co. 500 31 --- 162 Financial Services - 2.3% Golden West Financial Corp. 800 50 Hibernia Corp. 1,200 35 --- 85 Foods - 2.4% Hershey Foods Corp. 900 50 McCormick & Co., Inc. 1,000 39 --- 89 Healthcare - 7.8% Becton, Dickinson & Co. 900 51 C.R. Bard, Inc. 800 51 Johnson & Johnson, Inc. 1,000 63 St. Jude Medical, Inc. (a) 600 25 UnitedHealth Group, Inc. 700 62 Varian Medical Systems, Inc. (a) 900 39 --- 291 Hotels & Motels - 1.4% Marriott International, Inc., Class A 800 50 Insurance - 1.3% The Allstate Corp. 900 47 Manufacturing - 4.9% Illinois Tool Works, Inc. 500 46 Masco Corp. 1,000 37 Pentair, Inc. 1,200 53 Procter & Gamble Co. 788 43 --- 179 Personal Care - 0.7% Gillette Co. 600 27 Pharmaceuticals - 0.7% Zimmer Holdings, Inc. (a) 300 24 Publishing - 1.1% McGraw-Hill Cos., Inc. 450 41 Restaurants - 1.4% Starbucks Corp. (a) 800 50 Retail - 4.2% Costco Wholesale Corp. 800 39 CVS Corp. 1,000 45 SEE FINANCIAL NOTES 50 DECEMBER 31, 2004 ($ X 1,000) UNAUDITED BALANCED FUND Security Shares Value ($) - -------- ------ --------- Retail (continued) Nordstrom, Inc. 500 23 Staples, Inc. 1,400 47 ----- 154 Services - 4.1% Ecolab, Inc. 1,400 49 Expeditors International of Washington, Inc. 600 34 First Data Corp. 600 26 Getty Images, Inc. (a) 600 41 ----- 150 Telecommunications - 3.9% Alltel Corp. 700 41 QUALCOMM, Inc. 1,200 51 Sprint Corp. 2,000 50 ----- 142 ----- TOTAL COMMON STOCKS 2,442 Cost: $2,111 Security, rate, maturity date Principal ($) Value ($) - ----------------------------- ------------- --------- COLLATERALIZED MORTGAGE OBLIGATIONS - 0.6% First Horizon Alternative Mortgage Securities, 4.84%, 06/25/34 (b) Cost: $21 21 21 CORPORATE BONDS - 8.9% Banks - 0.4% First Tennessee Bank, 5.05%, 01/15/15 15 15 Broadcasting - 1.3% Comcast Corp., 5.30%, 01/15/14 10 10 Cox Communications, Inc., 5.45%, 12/15/14 (c), 15 15 Emmis Operating Co., 6.88%, 05/15/12 10 10 Liberty Media Corp., 8.50%, 07/15/29 10 12 --- 47 Computers - 0.4% Corning, Inc., 6.20%, 03/15/16 15 15 Construction - 0.5% KB Home, 5.88%, 01/15/15 15 15 Toll Brothers, Inc., 4.95%, 03/15/14 5 5 --- 20 Electrical Equipment - 0.1% Fairchild Semiconductor, 10.50%, 02/01/09 5 5 Energy & Utilities - 1.3% Atmos Energy, 4.95%, 10/15/14 15 15 Markwest Energy, 6.88%, 11/01/14 (c) 15 15 Valero Energy Corp., 4.75%, 06/15/13 5 5 XTO Energy, Inc., 6.25%, 04/15/13 10 11 --- 46 Financial - Diversified - 1.7% CIT Group, Inc., 5.00%, 02/13/14 10 10 Countrywide Home Loan, 4.13%, 09/15/09 15 15 Liberty Mutual Group, 5.75%, 03/15/14 10 10 MBNA America Bank Corp., 4.63%, 09/15/08 10 10 Riddell Bell Holdings, 8.38%, 10/01/12 15 16 --- 61 Healthcare - 0.4% Community Health Systems, 6.50%, 12/15/12 (c) 15 15 Insurance - 0.1% Ace, Ltd., 6.00%, 04/01/07 5 5 Investment Banking & Brokerage - 0.8% J.P. Morgan Chase & Co., 5.13%, 09/15/14 15 15 The Goldman Sachs Group, Inc., 5.00%, 10/01/14 15 15 --- 30 Manufacturing - 0.1% American Standard, Inc., 7.38%, 02/01/08 5 5 Office Equipment - 0.4% Xerox Corp., 6.88%, 08/15/11 15 16 Real Estate - 0.1% Brandywine Realty Trust, 5.40%, 11/01/14 5 5 SEE FINANCIAL NOTES 51 CITIZENS FUNDS HOLDINGS BALANCED FUND Security, rate, maturity date Principal ($) Value ($) - ----------------------------- ------------ --------- Restaurants - 0.2% Dominos, Inc., 8.25%, 07/01/11 7 8 Retail - 0.2% The GAP, Inc., 10.05%, 12/15/08 5 6 Telecommunications - 0.9% Directv Holdings, 8.38%, 03/15/13 10 11 Nextel Communications, Inc., 5.95%, 03/15/14 10 10 7.38%, 08/01/15 10 12 --- 33 --- TOTAL CORPORATE BONDS 332 Cost: $330 FOREIGN GOVERNMENT BONDS - 0.4% United Mexican States, 6.75%, 09/27/34 15 15 Cost: $15 U.S. GOVERNMENT AGENCY OBLIGATIONS - 9.5% Federal Home Loan Bank - 0.8% 3.38%, 07/21/08 30 30 Federal Home Loan Mortgage Corporation - 4.8% 2.88%, 09/15/05 3 3 3.25%, 11/02/07 15 15 3.25%, 02/25/08 4 4 4.25%, 05/04/09 10 10 4.50%, 01/15/13 9 9 5.50%, 10/01/18 84 87 6.00%, 09/01/34 47 48 --- 176 Federal National Mortgage Association - 3.9% 3.25%, 01/15/08 9 9 5.25%, 01/15/09 14 15 6.38%, 06/15/09 3 3 5.50%, 07/18/12 20 20 4.38%, 09/15/12 4 4 5.00%, 09/01/19 48 48 6.50%, 07/01/32 4 4 6.00%, 11/01/32 5 5 5.50%, 03/01/33 33 34 --- 142 TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS 348 Cost: $347 U.S. TREASURY NOTES - 3.4% 6.50%, 02/15/10 100 114 4.75%, 05/15/14 10 10 --- Cost: $122 124 REPURCHASE AGREEMENTS - 10.6% Fifth Third Bank, 1.25%, 01/03/05 (Proceeds at maturity $388, collateralized by Federal Home Loan Mortgage Corp. security, 6.00%, 04/01/17) Cost: $388 388 388 ----- TOTAL INVESTMENTS - 99.8% 3,670 Cost: $3,334 (d) Percentages indicated are based on net assets of $3,677. (a) Non-income producing security. (b) Variable rate security. The rate presented represents the rate in effect at December 31, 2004. (c) Rule 144A security. (d) Represents cost for financial reporting purposes and federal income tax purposes and differs from value by net unrealized appreciation of securities as follows: Unrealized appreciation $ 347 Unrealized depreciation (11) -------- Net unrealized appreciation $ 336 SEE FINANCIAL NOTES 52 DECEMBER 31, 2004 ($ X 1,000) UNAUDITED INCOME FUND Security, rate, maturity date Principal ($) Value ($) - ------------------------------- ------------- --------- COLLATERALIZED MORTGAGE OBLIGATIONS - 2.8% First Horizon Alternative Mortgage Securities, 4.84%, 06/25/34 (a) 1,631 1,634 Cost: $1,654 CORPORATE BONDS - 57.8% Banks - 1.7% First Tennessee Bank, 5.05%, 01/15/15 985 986 Broadcasting - 9.0% Comcast Corp., 5.85%, 01/15/10 1,000 1,072 5.30%, 01/15/14 990 1,021 Cox Communications, Inc., 5.45%, 12/15/14 (b) 985 985 Emmis Operating Co., 6.88%, 05/15/12 990 1,036 Liberty Media Corp., 8.50%, 07/15/29 990 1,148 ----- 5,262 Computers - 1.7% Coming, Inc., 6.20%, 03/15/16 985 987 Construction - 3.4% KB Home, 5.88%, 01/15/15 985 975 Toll Brothers, Inc., 4.95%, 03/15/14 995 974 ----- 1,949 Electrical Equipment - 2.7% Fairchild Semiconductor, 10.50%, 02/01/09 495 522 Flextronics International, Ltd., 6.50%, 05/15/13 1,000 1,025 ----- 1,547 Energy & Utilities - 7.4% Atmos Energy, 4.95%, 10/15/14 985 976 Markwest Energy, 6.88%, 11/01/14 (b) 985 1,000 Valero Energy Corp., 4.75%, 06/15/13 995 983 XTO Energy, Inc., 6.25%, 04/15/13 990 1,084 4.90%, 02/01/14 250 249 ----- 4,292 Financial - Diversified - 8.4% CIT Group, Inc., 5.00%, 02/13/14 990 988 Countrywide Home Loan, 4.13%, 09/15/09 985 981 Liberty Mutual Group, 5.75%, 03/15/14 990 973 MBNA America Bank Corp., 4.63%, 09/15/08 990 1,005 Riddell Bell Holdings, 8.38%, 10/01/12 985 1,020 ----- 4,967 Healthcare - 1.7% Community Health Systems, 6.50%, 12/15/12 (b) 985 992 Insurance - 1.8% Ace, Ltd., 6.00%, 04/01/07 995 1,038 Investment Banking & Brokerage - 3.4% J.P. Morgan Chase & Co., 5.13%, 09/15/14 985 991 The Goldman Sachs Group, Inc., 5.00%, 10/01/14 985 984 ----- 1,975 Manufacturing - 1.9% American Standard, Inc., 7.38%, 02/01/08 995 1,091 Office Equipment - 1.8% Xerox Corp., 6.88%, 08/15/11 985 1,049 Pharmaceuticals - 1.9% AmerisourceBergen Corp., 8.13%, 09/01/08 1,000 1,113 Real Estate - 0.9% Brandywine Realty Trust, 5.40%, 11/01/14 495 495 Restaurants - 1.3% Dominos, Inc., 8.25%, 07/01/11 722 789 SEE FINANCIAL NOTES 53 CITIZENS FUNDS HOLDINGS INCOME FUND Security, rate, maturity date Principal($) Value($) - ----------------------------- ------------ -------- Retail - 2.1% The GAP, Inc., 10.05%, 12/15/08 995 1,211 Telecommunications - 6.7% Directv Holdings, 8.38%, 03/15/13 990 1,110 Nextel Communications, Inc., 5.95%, 03/15/14 490 507 7.38%, 08/01/15 990 1,089 Verizon Global Funding Corp., 7.38%, 09/01/12 1,000 1,177 ------ 3,883 ------ TOTAL CORPORATE BONDS 33,626 Cost: $32,816 FOREIGN GOVERNMENT BONDS - 1.7% United Mexican States, 6.75%, 09/27/34 985 973 Cost: $970 U.S. GOVERNMENT AGENCY OBLIGATIONS - 30.6% Federal Home Loan Mortgage Corporation - 23.1% 3.25%, 11/02/07 985 980 4.25%, 05/04/09 990 992 4.00%, 06/15/13 2,590 2,603 6.25%, 11/14/13 1,000 1,028 3.50%, 03/15/14 2,199 2,186 5.50%, 10/01/18 1,715 1,772 6.00%, 09/01/34 3,740 3,864 ------ 13,425 Federal National Mortgage Association - 7.5% 5.50%, 07/18/12 980 992 5.00%, 09/01/19 1,918 1,949 6.50%, 08/01/31 655 688 6.00%, 08/01/32 727 753 ------ 4,382 ------ TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS 17,807 Cost: $17,828 U.S. TREASURY NOTES - 5.7% 6.50%, 02/15/10 2,000 2,264 4.75%, 05/15/14 990 1,032 ------ TOTAL U.S. TREASURY NOTES 3,296 Cost: $3,236 REPURCHASE AGREEMENTS - 0.8% Fifth Third Bank, 1.25%, 01/03/05 (Proceeds at maturity $474, collateralized by Federal Home Loan Mortgage Corp. security, 5.00%, 11/01/17) Cost: $474 474 474 ------ TOTAL INVESTMENTS - 99.4% 57,810 Cost: $56,978 (c) Percentages indicated are based on net assets of $58,179. (a) Variable rate security. The rate presented represents the rate in effect at December 31, 2004. (b) Rule 144A security. (c) Represents cost for financial reporting purposes and federal income tax purposes and differs from value by net unrealized appreciation of securities as follows: Unrealized appreciation $ 1,076 Unrealized depreciation (244) --------- Net unrealized appreciation $ 832 SEE FINANCIAL NOTES 54 DECEMBER 31, 2004 ($ X 1,000) UNAUDITED ULTRA SHORT BOND FUND Security, rate, maturity date Principal ($) Value ($) - ----------------------------- ------------- --------- CORPORATE BONDS - 72.9% Automotive Finance - 29.1% American Honda Finance, 2.46%, 08/15/06 (a) (b) 350 350 BMW Vehicle Owner Trust, 1.94%, 02/25/07 171 171 Capital Auto Receivables Asset Trust, 2.45%, 01/16/06 (a) 144 144 GS Auto Loan Trust, 2.08%, 04/16/07 199 199 Harley-Davidson Motorcycle Trust, 1.34%, 01/15/08 51 51 Honda Auto Receivables Owner Trust, 2.16%, 10/21/08 200 196 Toyota Auto Receivables Owner Trust, 1.69%, 03/15/07 183 181 4.39%, 05/15/09 100 101 USAA Auto Owners Trust, 1.58%, 06/15/07 233 231 Volkswagen Auto Lease Trust, 2.36%, 12/20/05 44 44 Volkswagen Credit, Inc., 2.33%, 07/21/05 (a) 250 250 ----- 1,918 Banks - 6.9% Bank of America Corp. 7.88%, 05/16/05 100 102 4.75%, 10/15/06 100 102 Wells Fargo Co., 2.57%, 03/24/05 (a) 250 250 ----- 454 Broadcasting - 7.1% Cox Communications Inc., 6.88%, 06/15/05 250 254 TCI Communications, 8.00%, 08/01/05 210 216 ----- 470 Computers - 3.1% Hewlett-Packard Co., 7.15%, 06/15/05 200 204 Financial - Diversified - 19.0% American Express Co. 2.55%, 09/19/06 (a) 300 300 7.20%, 09/17/07 100 101 American General Finance 7.45%, 01/15/05 50 50 3.00%, 11/15/06 250 247 CIT Group, Inc., 2.74%, 09/20/07 (a) 250 250 Citicorp, 7.63%, 05/01/05 50 51 Merrill Lynch & Co., 2.30%, 04/28/05 (a) 250 250 ----- 1,249 Insurance - 3.8% Met Life Global Funding, 2.54%, 08/28/06 (a) (b) 250 251 Telecommunications - 3.9% CBS Corp., 7.15%, 05/20/05 150 152 Chesapeake (Bell Atlantic Virginia), 6.13%, 07/15/05 100 102 ----- 254 ----- TOTAL CORPORATE BONDS 4,800 Cost: $4,819 U.S. GOVERNMENT AGENCY OBLIGATIONS - 15.9% Federal Home Loan Mortgage Corporation - 4.6% 5.83%, 02/09/06 100 103 3.25%, 11/02/07 200 199 ----- 302 Federal National Mortgage Association - 7.5% 1.75%, 11/29/05 250 247 3.00%, 12/15/06 250 247 ----- 494 Student Loan Marketing Association- 3.8% 2.13%, 10/25/08 (a) 250 250 ----- TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS 1,046 Cost: $1,053 SEE FINANCIAL NOTES 55 CITIZENS FUNDS HOLDINGS ULTRA SHORT BOND FUND Security, rate, maturity date Principal ($) Value ($) - ----------------------------- ------------- --------- REPURCHASE AGREEMENTS - 10.9% Fifth Third Bank, 1.25%, 01/03/05 (Proceeds at maturity $719, collateralized by Federal Home Loan Mortgage Corp. security, 5.00%, 11/01/17) Cost: $719 719 719 ----- TOTAL INVESTMENTS - 99.7% 6,565 Cost: $6,591 (c) Percentages indicated are based on net assets of $6,586. (a) Variable rate security. The rate presented represents the rate in effect at December 31, 2004. (b) Rule 144A security. (c) Represents cost for financial reporting purposes and federal income tax purposes and differs from value by net unrealized depreciation of securities as follows: Unrealized appreciation $ 3 Unrealized depreciation (29) ------ Net unrealized depreciation $ (26) - -------------------------------------------------------------------------------- MONEY MARKET FUND Security, rate, maturity date Principal ($) Value ($) - ----------------------------- ------------- --------- CERTIFICATES OF DEPOSIT - 9.1% City National Bank of New Jersey, 1.50%, 03/15/05 (a) 100 100 Independence Federal Savings Bank, 1.95%, 03/26/05 (a) 100 100 Mercantile Safe Deposit and Trust, 2.11%, 12/12/05 4,000 4,000 Self Help Credit Union, 1.44%, 03/13/05 (a) 100 100 Wilmington Trust Corp., 2.07%, 01/05/05 4,000 4,000 ----- TOTAL CERTIFICATES OF DEPOSIT 8,300 Cost: $8,300 COMMERCIAL PAPER - 84.8% American General Finance Corp., 2.23%, 01/14/05 4,064 4,061 Atlantis One Funding Corp., 2.16%, 01/06/05 (b) 4,500 4,499 Banco Santander Puerto Rico, 2.35%, 01/18/05 4,100 4,095 Bank of America, 2.11%, 03/21/05 3,000 2,986 BMW USA Capital Corp., 2.29%, 01/20/05 4,200 4,195 Charta Corp., 2.39%, 02/23/05 4,200 4,185 Coca Cola Co., 2.16%, 01/13/05 2,694 2,692 Cooperative Association of Tractor Dealers, 2.17%, 03/09/05 4,000 3,984 Galaxy Funding, Inc., 2.43%, 03/04/05 (b) 4,200 4,182 Galleon Capital, 2.34%, 02/11/05 (b) 4,500 4,488 Goldman Sachs Group, 1.92%, 02/14/05 4,485 4,475 Harley Davidson Funding Corp., 2.27%, 02/23/05 2,324 2,316 ING America Insurance, 2.45%, 03/23/05 4,100 4,077 Merrill Lynch, Inc., 2.28%, 01/31/05 4,200 4,192 SEE FINANCIAL NOTES 56 DECEMBER 31, 2004 ($ X 1,000) UNAUDITED MONEY MARKET FUND Security, rate, maturity date Principal ($) Value ($) - ----------------------------- ------------- -------- COMMERCIAL PAPER (CONTINUED) Metlife Funding, 2.24%, 01/03/05 4,218 4,217 Pfizer, Inc., 2.16%, 01/10/05 4,249 4,247 Proctor & Gamble Co., 2.15%, 01/19/05 4,000 3,996 Rabobank USA Financial Corp., 2.45%, 03/31/05 4,000 3,976 State Street Corp., 2.14%, 01/11/05 4,000 3,998 UBS Finance Corp., 2.15%, 01/03/05 2,451 2,451 ------ TOTAL COMMERCIAL PAPER 77,312 Cost: $77,312 CORPORATE BONDS - 0.6% Pelican Capital LLC, 2.57%, 04/01/28 (c) 520 520 Cost: $520 MUNICIPAL NOTES - 3.8% New York State Housing Finance Agency, 2.47%, 11/15/29 (c) Cost: $3,500 3,500 3,500 ------ TOTAL INVESTMENTS - 98.3% 89,632 Cost: $89,632 (d) Percentages indicated are based on net assets of $91,196. (a) Restricted security which may not be publicly sold without registration under the Securities Act of 1933. (b) Rule 144A security. (c) Variable rate security. The rate presented represents the rate in effect at December 31, 2004. (d) Represents cost for financial reporting and federal income tax purposes. - -------------------------------------------------------------------------------- Each fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N - Q. You can receive a copy of each fund's Form N - Q without charge by calling 800.223.7010 or by visiting our website at www.citizensfunds.com. Each fund's Form N - Q is also available from the SEC through a variety of methods. You can: - - find them on the EDGAR Database of the SEC internet site at http://www.sec.gov - - have copies sent to you (after paying a copying fee) by writing the the SEC'S Public Reference Section, Washington, D.C. 20549 - 0102, or by electronic request to publicinfo@sec.gov - - view and copy them in person at the SEC'S Public Reference Room in Washington, D.C.; for more information call 202.942.8090. SEE FINANCIAL NOTES 57 PORTFOLIO COMPOSITION 300 FUND PERCENTAGE OF INVESTMENTS SECURITY ALLOCATION AT VALUE - -------------------------- ------------- Financials 23.8% Information Technology 17.1% Health Care 14.5% Consumer Discretionary 13.4% Consumer Staples 10.2% Industrials 8.6% Energy 6.7% Telecommunication Services 3.7% Materials 1.2% Utilities 0.7% Cash Equivalents 0.1% CORE GROWTH FUND PERCENTAGE OF INVESTMENTS SECURITY ALLOCATION AT VALUE - -------------------------- ------------- Financials 15.2% Health Care 14.9% Information Technology 14.5% Consumer Discretionary 13.8% Industrials 12.0% Consumer Staples 10.5% Energy 5.4% Cash Equivalents 4.0% Utilities 3.9% Materials 2.9% Telecommunication Services 2.9% EMERGING GROWTH FUND PERCENTAGE OF INVESTMENTS SECURITY ALLOCATION AT VALUE - -------------------------- ------------- Information Technology 24.5% Consumer Discretionary 20.3% Industrials 15.5% Health Care 14.4% Financials 9.3% Materials 5.0% Consumer Staples 4.9% Energy 3.9% Telecommunication Services 1.2% Utilities 0.9% Cash Equivalents 0.1% SMALL CAP CORE GROWTH FUND PERCENTAGE OF INVESTMENTS SECURITY ALLOCATION AT VALUE - -------------------------- ------------- Information Technology 22.3% Industrials 22.0% Health Care 16.0% Consumer Discretionary 14.8% Financials 10.5% Energy 4.0% Materials 4.0% Cash Equivalents 3.9% Consumer Staples 2.1% Telecommunication Services 0.4% Utilities 0.0%* VALUE FUND PERCENTAGE OF INVESTMENTS SECURITY ALLOCATION AT VALUE - -------------------------- ------------- Financials 20.5% Information Technology 15.9% Industrials 14.0% Health Care 12.9% Consumer Discretionary 11.9% Energy 7.1% Consumer Staples 6.9% Materials 4.4% Telecommunication Services 4.4% Utilities 1.9% Cash Equivalents 0.1% SMALL CAP VALUE FUND PERCENTAGE OF INVESTMENTS SECURITY ALLOCATION AT VALUE - -------------------------- ------------- Financials 23.4% Health Care 15.6% Information Technology 13.5% Materials 12.2% Consumer Discretionary 10.7% Industrials 9.1% Energy 6.9% Consumer Staples 4.3% Utilities 3.7% Cash Equivalents 0.6% Telecommunication Services 0.0%* * Less than 0.1% SEE FINANCIAL NOTES 58 AS OF DECEMBER 31, 2004 UNAUDITED GLOBAL EQUITY FUND PERCENTAGE OF INVESTMENTS SECURITY ALLOCATION AT VALUE - -------------------------- ------------- Financials 19.9% Consumer Discretionary 14.7% Health Care 14.7% Information Technology 13.2% Energy 10.2% Industrials 10.2% Consumer Staples 8.7% Telecommunication Services 4.8% Materials 3.0% Cash Equivalents 0.6% Utilities 0.0%* BALANCED FUND PERCENTAGE OF INVESTMENTS SECURITY ALLOCATION AT VALUE - ----------------------------- ------------- Equity Information Technology 9.5% Health Care 9.4% Consumer Discretionary 9.3% Financials 9.3% Industrials 8.7% Consumer Staples 6.6% Energy 6.0% Utilities 2.6% Materials 2.5% Telecommunication Services 2.5% Fixed Income U.S. Government Agency Obligations 9.5% Corporate Bonds 8.9% U.S. Treasury Notes 3.4% Collateralized Mortgage Obligations 0.6% Foreign Government Bonds 0.4% ------ Cash Equivalents 10.8% ------ INCOME FUND PERCENTAGE OF INVESTMENTS SECURITY ALLOCATION AT VALUE - -------------------------- ------------- Corporate Bonds 58.1% U.S. Government Agency Obligations 30.8% U.S. Treasury Notes 5.7% Collateralized Mortgage Obligations 2.8% Foreign Government Bonds 1.7% Cash Equivalents 0.9% ULTRA SHORT BOND FUND PERCENTAGE OF INVESTMENTS SECURITY ALLOCATION AT VALUE - ----------------------- ------------- Corporate Bonds 73.1% U.S. Government Agency Obligations 15.9% Cash Equivalents 11.0% MONEY MARKET FUND PERCENTAGE OF INVESTMENTS SECURITY ALLOCATION AT VALUE - ------------------------ ------------- Commercial Paper 86.3% Certificates of Deposit 9.2% Municipal Notes 3.9% Corporate Bonds 0.6% All portfolio compositions subject to change SEE FINANCIAL NOTES 59 STATEMENTS OF ASSETS AND LIABILITIES 300 Core Growth Emerging Small Cap Core Fund Fund Growth Fund Growth Fund ---------- ------------ ------------ -------------- ASSETS Investments, at value $7,095,293 $325,842,963 $175,313,517 $ 29,320,992 Repurchase agreements 10,045 13,077,223 201,371 1,195,110 ---------- ------------ ------------ -------------- Total investments 7,105,338 338,920,186 175,514,888 30,516,102 Cash -- -- -- -- Foreign currency -- -- -- -- Receivables: Interest and dividends 4,200 351,022 34,518 3,295 Investments sold -- -- -- 173,493 Tax reclaims -- -- -- -- Due from investment adviser 3,624 -- -- -- Capital shares issued -- -- 1,995 -- Deferred offering costs -- -- -- -- Prepaid expenses 5,694 36,403 28,187 9,964 ---------- ------------ ------------ -------------- Total assets 7,118,856 339,307,611 175,579,588 30,702,854 LIABILITIES Payables: Dividends to shareholders -- -- -- -- Investments purchased 7,368 -- -- 1,306,324 Unrealized depreciation on forward foreign currency contracts -- -- -- -- Investment management fees -- 348,910 360,908 29,534 Administrative fees 2,143 104,674 54,136 8,860 Shareholder service fees 518 133,662 34,074 5,212 Distribution fees 3,572 151,937 88,517 14,767 Other accrued expenses 7,906 240,247 180,985 25,657 ---------- ------------ ------------ -------------- Total liabilities 21,507 979,430 718,620 1,390,354 ---------- ------------ ------------ -------------- NET ASSETS $7,097,349 $338,328,181 $174,860,968 $ 29,312,500 ========== ============ ============ ============== NET ASSETS Standard Shares: Net assets $7,097,349 $292,892,440 $166,764,680 $ 29,312,500 Number of shares outstanding 613,093 15,081,164 12,035,344 2,715,386 Net asset value, offering and redemption price per share $ 11.58 $ 19.42 $ 13.86 $ 10.79 Institutional Shares: Net assets -- $ 43,808,221 $ 2,591,575 -- Number of shares outstanding -- 2,713,523 180,860 -- Net asset value, offering and redemption price per share -- $ 16.14 $ 14.33 -- Administrative Shares Net assets -- $ 1,627,520 $ 5,504,713 -- Number of shares outstanding -- 82,116 390,287 -- Net asset value, offering and redemption price per share -- $ 19.82 $ 14.10 -- Net assets consist of: Paid-in capital $6,436,487 $361,801,930 $339,331,454 $ 27,580,528 Accumulated net investment income/loss (124) (411,514) (1,175,425) (165,387) Accumulated net realized losses on investments and foreign currencies (25,600) (81,947,891) (196,322,840) (2,878,464) Net unrealized appreciation/ depreciation on investments and foreign currencies 686,586 58,885,656 33,027,779 4,775,823 ---------- ------------ ------------ -------------- NET ASSETS $7,097,349 $338,328,181 $174,860,968 $ 29,312,500 ---------- ------------ ------------ -------------- Investments, at cost $6,418,752 $280,034,530 $142,487,109 $ 25,740,279 Foreign currency, at cost -- -- -- -- SEE FINANCIAL NOTES 60 AS OF DECEMBER 31, 2004 UNAUDITED Value Small Cap Global Equity Balanced Income Ultra Short Money Fund Value Fund Fund Fund Fund Bond Fund Market Fund - ----------- ---------- ------------- ---------- ----------- ----------- ----------- $26,153,399 $2,070,479 $ 94,230,420 $3,281,463 $57,335,990 $5,845,675 $89,632,428 20,569 11,582 548,274 388,129 474,089 719,161 -- - ----------- ---------- ------------- ---------- ----------- ---------- ----------- 26,173,968 2,082,061 94,778,694 3,669,592 57,810,079 6,564,836 89,632,428 -- -- -- -- -- -- 1,783,576 -- -- 68,208 -- -- -- -- 26,304 2,280 89,923 13,892 730,285 29,052 25,682 -- 17,808 984,394 -- -- -- -- -- -- 98,380 -- -- -- -- -- 7,682 -- 1,874 -- 11,463 -- -- -- -- -- -- -- -- -- 4,106 -- -- -- -- -- 8,499 12,512 22,779 9,716 11,540 9,238 17,416 - ----------- ---------- ------------- ---------- ----------- ---------- ----------- 26,208,771 2,126,449 96,042,378 3,695,074 58,551,904 6,614,589 91,459,102 -- -- -- 10,355 180,043 13,130 89,454 -- 2,238 -- -- -- -- -- -- -- 230 -- -- -- -- 37,501 -- 200,404 -- 80,142 -- 68,017 8,036 616 30,061 1,113 18,495 2,138 29,150 4,866 533 16,114 724 7,300 795 15,102 13,393 1,026 48,424 1,855 30,824 3,564 -- 20,397 4,437 105,341 3,970 56,348 8,860 61,273 - ----------- ---------- ------------- ---------- ----------- ---------- ----------- 84,193 8,850 400,574 18,017 373,152 28,487 262,996 - ----------- ---------- ------------- ---------- ----------- ---------- ----------- $26,124,578 $2,117,599 $ 95,641,804 $3,677,057 $58,178,752 $6,586,102 $91,196,106 =========== ========== ============= ========== =========== ========== =========== $26,124,578 $2,117,599 $ 90,749,188 $3,677,057 $58,178,752 $6,586,102 $79,636,090 2,326,634 201,907 5,659,415 315,608 5,775,808 665,283 79,735,209 $ 11.23 $ 10.49 $ 16.04 $ 11.65 $ 10.07 $ 9.90 $ 1.00 -- -- $ 2,719,862 -- -- -- $11,560,016 -- -- 164,651 -- -- -- 11,565,482 -- -- $ 16.52 -- -- -- $ 1.00 -- -- $ 2,172,754 -- -- -- -- -- -- 133,653 -- -- -- -- -- -- $ 16.26 -- -- -- -- $31,245,711 $1,940,927 $ 213,943,055 $3,428,543 $62,595,859 $6,708,685 $91,234,640 12,672 (1,181) (470,567) (698) (32,96) (7,713) -- (8,571,871) (41,735) (128,134,661) (86,706) (5,215,806) (88,291) (38,534) -- 3,438,066 219,588 10,303,977 335,918 831,667 (26,579) - ----------- ---------- ------------- ---------- ----------- ---------- ----------- $26,124,578 $2,117,599 $ 95,641,804 $3,677,057 $58,178,752 $6,586,102 $91,196,106 - ----------- ---------- ------------- ---------- ----------- ---------- ----------- $22,735,902 $1,862,473 $ 84,496,359 $3,333,674 $56,978,412 $6,591,415 $89,632,428 -- -- 64,781 -- -- -- -- SEE FINANCIAL NOTES 61 STATEMENTS OF OPERATIONS 300 Core Growth Emerging Small Cap Core Fund Fund Growth Fund Growth Fund -------- ----------- ----------- -------------- INVESTMENT INCOME Interest $ 267 $ 104,948 $ 26,822 $ 5,357 Dividend(1) 50,913 1,832,531 446,849 33,161 -------- ----------- ----------- -------------- Total investment income 51,180 1,937,479 473,671 38,518 EXPENSES Investment management fees 6,711 825,601 849,357 68,587 Administrative fees 5,033 247,682 127,404 20,576 Distribution fees: Standard shares 8,389 352,683 198,443 34,293 Administrative shares -- 2,001 9,865 -- Shareholder service fees: Standard shares 932 356,568 61,592 9,465 Institutional shares -- 552 80 -- Administrative shares -- 96 129 -- Transfer agent expenses: Standard shares 5,465 376,131 281,013 42,107 Institutional shares -- 2,024 184 -- Administrative shares -- 1,195 4,675 -- Accounting expenses 5,648 65,682 35,131 7,058 Custody expenses 3,516 9,124 8,461 6,500 Offering costs 1,845 -- -- -- Registration expenses 12,370 18,284 16,651 8,383 Trustee expenses 611 30,606 15,670 2,485 Other expenses 2,058 116,185 63,507 9,813 -------- ----------- ----------- -------------- Total expenses before reimbursements, waivers, or expenses paid indirectly 52,578 2,404,414 1,672,162 209,267 Reimbursements or waivers from adviser (22,371) -- -- -- Expenses paid indirectly -- (55,421) (23,066) (5,362) -------- ----------- ----------- -------------- Net expenses 30,207 2,348,993 1,649,096 203,905 -------- ----------- ----------- -------------- NET INVESTMENT INCOME/LOSS $ 20,973 $ (411,514) $(1,175,425) $ (165,387) REALIZED AND UNREALIZED GAINS/LOSSES ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS Realized gains/losses on investments and and foreign currency transactions $(11,530) $ 4,566,753 $(8,048,633) $ (2,813,656) Change in unrealized appreciation/depreciation on investments and foreign currencies 296,687 18,866,739 19,495,583 3,989,537 -------- ----------- ----------- -------------- Net realized and unrealized gains/losses on investments and foreign currencies 285,157 23,433,492 11,446,950 1,175,881 CHANGE IN NET ASSETS FROM OPERATIONS $306,130 $23,021,978 $10,271,525 $ 1,010,494 (1) Dividend income net of withholding taxes. For the six months ended December 31, 2004, withholding taxes for the Global Equity Fund were $23,125. SEE FINANCIAL NOTES 62 FOR THE SIX MONTHS ENDED DECEMBER 31, 2004 UNAUDITED Value Small Cap Global Equity Balanced Income Ultra Short Money Fund Value Fund Fund Fund Fund Bond Fund Market Fund - ------------ ---------- ------------- ---------- ----------- ----------- ----------- $ 2,944 $ 492 $ 19,729 $ 19,825 $ 1,470,186 $ 70,457 $ 784,260 216,735 11,312 934,400 19,184 36,219 4,371 -- - ------------ ---------- ------------- ---------- ----------- ----------- ----------- 219,679 11,804 954,129 39,009 1,506,405 74,828 784,260 85,191 6,072 480,193 10,574 191,497 12,482 163,925 18,255 1,214 72,029 2,440 44,192 5,349 70,254 30,425 2,024 112,817 4,067 73,653 8,916 -- -- -- 2,598 -- -- -- -- 8,808 719 29,434 1,438 15,570 1,472 26,958 -- -- 49 -- -- -- 239 -- -- 92 -- -- -- -- 38,366 1,499 184,940 4,340 68,425 8,060 83,359 -- -- 217 -- -- -- 868 -- -- 1,250 -- -- -- -- 5,979 1,909 28,351 4,573 14,333 4,223 19,145 2,958 5,500 9,317 2,895 2,940 2,576 3,744 -- 5,125 -- -- -- -- -- 7,774 11,874 17,479 5,986 8,647 6,454 16,211 2,149 153 8,932 272 5,457 731 8,668 8,596 607 35,463 1,155 20,374 2,652 32,200 - ------------ ---------- ------------- ---------- ----------- ----------- ----------- 208,501 36,696 983,161 37,740 445,088 52,915 425,571 -- (23,711) -- (16,561) -- (46,437) -- (1,494) -- -- -- -- -- -- - ------------ ---------- ------------- ---------- ----------- ----------- ----------- 207,007 12,985 983,161 21,179 445,088 6,478 425,571 - ------------ ---------- ------------- ---------- ----------- ----------- ----------- $ 12,672 $ (1,181) $ (29,032) $ 17,830 $ 1,061,317 $ 68,350 $ 358,689 $ 693,767 $ (5,514) $ 3,371,418 $ (86,483) $ 311,466 $ (1,057) $ (29,451) 1,021,528 191,711 1,570,803 257,463 964,240 (3,592) -- - ------------ ---------- ------------- ---------- ----------- ----------- ----------- 1,715,295 186,197 4,942,221 170,980 1,275,706 (4,649) (29,451) $ 1,727,967 $ 185,016 $ 4,913,189 $ 188,810 $ 2,337,023 $ 63,701 $ 329,238 SEE FINANCIAL NOTES 63 STATEMENTS OF CHANGES IN NET ASSETS 300 FUND CORE GROWTH FUND EMERGING -------------------------- --------------------------- ------------- For the For the For the six For six For the six months ended the period months ended year months ended 12/31/04 08/29/03(1)- 12/31/04 ended 12/31/04 (unaudited) 06/30/04 (unaudited) 06/30/04 (unaudited) ----------- ------------ ------------- ------------ ------------- OPERATIONS Net investment income/loss $ 20,973 $ 15,226 $ (411,514) $ (1,924,176) $ (1,175,425) Realized gains/losses on investments (11,530) 10,201 4,566,753 43,684,981 (8,048,633) Change in unrealized appreciation/ depreciation on investments 296,687 389,899 18,866,739 (6,189,966) 19,495,583 ----------- ---------- ------------ ------------ ------------ Change in net assets from operations 306,130 415,326 23,021,978 35,570,839 10,271,525 Dividends to shareholders: From net investment income: Standard shares (34,591) (4,055) -- -- -- From net realized gains on investments: Standard shares (24,271) -- -- -- -- ----------- ----------- ------------ ------------ ------------ Total dividends (58,862) (4,055) -- -- -- Change in net assets from capital transactions 1,316 6,437,494 (29,523,554) (42,077,189) (16,310,307) CHANGE IN NET ASSETS $ 248,584 $ 6,848,765 $ (6,501,576) $ (6,506,350) $ (6,038,782) =========== =========== ============ ============ ============ NET ASSETS Beginning of period $ 6,848,765 -- $344,829,757 $351,336,107 $180,899,750 End of period $ 7,097,349 $ 6,848,765 $338,328,181 $344,829,757 $174,860,968 ----------- ----------- ------------ ------------ ------------ Accumulated net investment income/loss $ (124) $ 13,494 $ (411,514) -- $ (1,175,425) ----------- ----------- ------------ ------------ ------------ CAPITAL TRANSACTIONS Standard Shares Proceeds from shares issued $ 1,289,591 $ 6,674,799 $ 5,715,187 $ 21,264,741 $ 6,272,682 Dividends reinvested 58,104 4,044 -- -- -- Cost of shares redeemed (1,346,379) (241,349) (23,075,813) (44,917,887) (15,332,905) ----------- ----------- ------------ ------------ ------------ Net change 1,316 6,437,494 (17,360,626) (23,653,146) (9,060,223) ----------- ----------- ------------ ------------ ------------ Institutional Shares Proceeds from shares issued -- -- $ 7,002,095 $ 23,690,276 $ 224,127 Cost of shares redeemed -- -- (19,040,657) (41,119,985) (1,369,293) ----------- ----------- ------------ ------------ ------------ Net change -- -- (12,038,562) (17,429,709) (1,145,166) ----------- ----------- ------------ ------------ ------------ Administrative Shares Proceeds from shares issued -- -- $ 206,240 $ 733,629 $ 516,790 Cost of shares redeemed -- -- (330,606) (1,727,963) (6,621,708) ----------- ----------- ------------ ------------ ------------ Net change -- -- (124,366) (994,334) (6,104,918) ----------- ----------- ------------ ------------ ------------ CHANGE IN NET ASSETS FROM CAPITAL TRANSACTIONS $ 1,316 $ 6,437,494 $(29,523,554) $(42,077,189) $(16,310,307) ----------- ----------- ------------ ------------ ------------ SHARE TRANSACTIONS Standard Shares Issued 117,103 635,272 318,765 1,188,913 493,636 Reinvested 5,039 374 -- -- -- Redeemed (122,999) (21,696) (1,279,049) (2,501,662) (1,204,407) ----------- ----------- ------------ ------------ ------------ Net change (857) 613,950 (960,284) (1,312,749) (710,771) ----------- ----------- ------------ ------------ ------------ Institutional Shares Issued -- -- 466,809 1,616,753 17,562 Redeemed -- -- (1,278,757) (2,794,779) (100,335) ----------- ----------- ------------ ------------ ------------ Net change -- -- (811,948) (1,178,026) (82,773) ----------- ----------- ------------ ------------ ------------ Administrative Shares Issued -- -- 11,187 40,193 40,619 Redeemed -- -- (17,770) (96,922) (526,362) ----------- ----------- ------------ ------------ ------------ Net change -- -- (6,583) (56,729) (485,743) ----------- ----------- ------------ ------------ ------------ CHANGE IN SHARES FROM SHARE TRANSACTIONS (857) 613,950 (1,778,815) (2,547,504) (1,279,287) ----------- ----------- ------------ ------------ ------------ (1) Commencement of operations. SEE FINANCIAL NOTES 64 GROWTH FUND SMALL CAP CORE GROWTH FUND VALUE FUND SMALL CAP VALUE FUND - -------------------------------------------- ------------------------- ----------------------- For For the For the For the For the For the the period For the six months year six months year six months 03/31/04 year ended ended ended ended ended ended (1)- 06/30/04 12/31/04 06/30/04 12/31/04 06/30/04 12/31/04 06/30/04 (unaudited) (unaudited) (unaudited) - ------------ ----------- ----------- ----------- ------------ ----------- ---------- $ (2,665,962) $ (165,387) $ (346,285) $ 12,672 $ (47,170) $ (1,181) $ (2,665) 37,477,874 (2,813,656) 6,022,751 693,767 2,404,710 (5,514) (36,221) (3,529,402) 3,989,537 (1,011,664) 1,021,528 1,384,533 191,711 27,877 - ------------ ----------- ----------- ----------- ------------ ---------- ---------- 31,282,510 1,010,494 4,664,802 1,727,967 3,742,073 185,016 (11,009) -- -- -- -- -- -- -- -- (1,298,737) -- -- -- -- -- - ------------ ----------- ----------- ----------- ------------ ---------- ---------- -- (1,298,737) -- -- -- -- -- (22,233,586) (100,563) 7,215,282 525,556 3,902,663 556,376 1,387,216 $ 9,048,924 $ (388,806) $11,880,084 $ 2,253,523 $ 7,644,736 $ 741,392 $1,376,207 ============ =========== =========== =========== ============ ========== ========== $171,850,826 $29,701,306 $17,821,222 $23,871,055 $ 16,226,319 $1,376,207 -- $180,899,750 $29,312,500 $29,701,306 $26,124,578 $ 23,871,055 $2,117,599 $1,376,207 - ------------ ----------- ----------- ----------- ------------ ---------- ---------- -- $ (165,387) -- $ 12,672 -- $ (1,181) -- - ------------ ----------- ----------- ----------- ------------ ---------- ---------- $ 21,134,996 $ 3,701,806 $13,121,654 $ 4,671,896 $ 8,784,600 $ 898,781 $1,408,985 -- 1,265,634 -- -- -- -- -- (41,911,039) (5,068,003) (5,906,372) (4,146,340) (4,881,937) (342,405) (21,769) - ------------ ----------- ----------- ----------- ------------ ---------- ---------- (20,776,043) (100,563) 7,215,282 525,556 3,902,663 556,376 1,387,216 - ------------ ----------- ----------- ----------- ------------ ---------- ---------- $ 1,239,421 -- -- -- -- -- -- (4,008,407) -- -- -- -- -- -- - ------------ ----------- ----------- ----------- ------------ ---------- ---------- (2,768,986) -- -- -- -- -- -- - ------------ ----------- ----------- ----------- ------------ ---------- ---------- $ 6,512,533 -- -- -- -- -- -- (5,201,090) -- -- -- -- -- -- - ------------ ----------- ----------- ----------- ------------ ---------- ---------- 1,311,443 -- -- -- -- -- -- - ------------ ----------- ----------- ----------- ------------ ---------- ---------- $(22,233,586) $ (100,563) $ 7,215,282 $ 525,556 $ 3,902,663 $ 556,376 $1,387,216 - ------------ ----------- ----------- ----------- ------------ ---------- ---------- 1,702,236 359,334 1,247,393 455,545 888,579 95,415 143,670 -- 117,843 -- -- -- -- -- (3,358,592) (503,017) (561,227) (399,916) (495,734) (34,831) (2,347) - ------------ ----------- ----------- ----------- ------------ ---------- ---------- (1,656,356) (25,840) 686,166 55,629 392,845 60,584 141,323 - ------------ ----------- ----------- ----------- ------------ ---------- ---------- 96,116 -- -- -- -- -- -- (311,449) -- -- -- -- -- -- - ------------ ----------- ----------- ----------- ------------ ---------- ---------- (215,333) -- -- -- -- -- -- - ------------ ----------- ----------- ----------- ------------ ---------- ---------- 517,457 -- -- -- -- -- -- (412,025) -- -- -- -- -- -- - ------------ ----------- ----------- ----------- ------------ ---------- ---------- 105,432 -- -- -- -- -- -- - ------------ ----------- ----------- ----------- ------------ ---------- ---------- (1,766,257) (25,840) 686,166 55,629 392,845 60,584 141,323 - ------------ ----------- ----------- ----------- ------------ ---------- ---------- SEE FINANCIAL NOTES 65 STATEMENTS OF CHANGES IN NET ASSETS GLOBAL EQUITY FUND BALANCED FUND ------------------------------- --------------------------- For the six For the six months ended For the months ended For the 12/31/04 year ended 12/31/04 year ended (unaudited) 06/30/04 (unaudited) 06/30/04 ------------- ------------ ------------ ---------- OPERATIONS Net investment income/loss $ (29,032) $ (681,388) $ 17,830 $ 10,304 Realized gains/losses on investments and foreign currency transactions 3,371,418 476,043 (86,483) 80,597 Change in Unrealized appreciation/ depreciation on investments and foreign currency transactions 1,570,803 14,619,718 257,463 52,694 ------------- ------------ ------------ ---------- Change in net assets from operations 4,913,189 14,414,373 188,810 143,595 Dividends to Shareholders: From net investment income: Standard Shares -- -- (18,528) (11,300) Institutional Shares -- -- -- -- From net realized gains on investments: Standard Shares -- -- (72,335) (31,488) ------------- ------------ ------------ ---------- Total dividends -- -- (90,863) (42,788) Change in net assets from capital transactions (12,282,537) (21,995,780) 775,027 1,642,210 CHANGE IN NET ASSETS $ (7,369,348) $ (7,581,407) $ 872,974 $1,743,017 ============= ============ ============ ========== NET ASSETS Beginning of period $ 103,011,152 $110,592,559 $ 2,804,083 $1,061,066 End of period $ 95,641,804 $103,011,152 $ 3,677,057 $2,804,083 ------------- ------------ ------------ ---------- Accumulated net investment loss $ (470,567) $ (441,535) $ (698) -- ------------- ------------ ------------ ---------- CAPITAL TRANSACTIONS Standard shares Proceeds from Shares issued $ 3,668,816 $ 12,635,147 $ 1,045,025 $1,943,959 Dividends reinvested -- -- 84,446 37,052 Cost of shares redeemed (13,265,132) (32,146,318) (354,444) (338,801) ------------- ------------ ------------ ---------- Net change (9,596,316) (19,511,171) 775,027 1,642,210 ------------- ------------ ------------ ---------- Institutional Shares Proceeds from shares issued $ 179,651 $ 10,869,317 -- -- Dividends reinvested -- -- -- -- Cost of shares redeemed (2,777,779) (13,146,663) -- -- ------------- ------------ ------------ ---------- Net change (2,598,128) (2,277,346) -- -- ------------- ------------ ------------ ---------- Administrative Shares Proceeds from shares issued $ 156,263 $ 507,646 -- -- Cost of shares redeemed (244,356) (714,909) -- -- ------------- ------------ ------------ ---------- Net change (88,093) (207,263) -- -- ------------- ------------ ------------ ---------- CHANGE IN NET ASSETS FROM CAPITAL TRANSACTIONS $ (12,282,537) $(21,995,780) $ 775,027 $1,642,210 ------------- ------------ ------------ ---------- SHARE TRANSACTIONS Standard Shares Issued 248,570 851,102 93,051 172,335 Reinvested -- -- 7,279 3,318 Redeemed (888,631) (2,160,362) (31,701) (30,031) ------------- ------------ ------------ ---------- Net change (640,061) (1,309,260) 68,629 145,622 ------------- ------------ ------------ ---------- Institutional Shares Issued 11,660 765,110 -- -- Reinvested -- -- -- -- Redeemed (183,525) (918,483) -- -- ------------- ------------ ------------ ---------- Net change (171,865) (153,373) -- -- ------------- ------------ ------------ ---------- Administrative Shares Issued 10,402 33,828 -- -- Redeemed (16,202) (46,795) -- -- ------------- ------------ ------------ ---------- Net change (5,800) (12,967) -- -- ------------- ------------ ------------ ---------- CHANGE IN SHARES FROM SHARE TRANSACTIONS (817,726) (1,475,600) 68,629 145,622 ------------- ------------ ------------ ---------- SEE FINANCIAL NOTES 66 INCOME FUND ULTRA SHORT BOND FUND MONEY MARKET FUND - --------------------------- --------------------------- ------------------------------ For the six For the six For the six months ended For the months ended For the months ended For the 12/31/04 year ended 12/31/04 year ended 12/31/04 year ended (unaudited) 06/30/04 (unaudited) 06/30/04 (unaudited) 06/30/04 - ------------ ------------ ------------ ------------ -------------- ------------- $ 1,061,317 $ 2,099,324 $ 68,350 $ 163,323 $ 358,689 $ 138,690 311,466 404,291 (1,057) (69,702) (29,451) -- 964,240 (2,935,975) (3,592) (61,472) -- -- - ------------ ------------ ----------- ------------ -------------- ------------- 2,337,023 (432,360) 63,701 32,149 329,238 138,690 (1,094,285) (2,247,909) (75,808) (172,102) (301,773) (95,186) -- -- -- -- (56,916) (43,504) -- -- -- -- -- -- - ------------ ------------ ----------- ------------ -------------- ------------- (1,094,285) (2,247,909) (75,808) (172,102) (358,689) (138,690) (2,626,415) (6,894,783) (953,880) (1,559,881) (3,016,905) (21,290,731) $ (1,383,677) $ (9,575,052) $ (965,987) $ (1,699,834) $ (3,046,356) $ (21,290,731) ============ ============ =========== ============ ============== ============= $ 59,562,429 $ 69,137,481 $ 7,552,089 $ 9,251,923 $ 94,242,462 $ 115,533,193 $ 58,178,752 $ 59,562,429 $ 6,586,102 $ 7,552,089 $ 91,196,106 $ 94,242,462 - ------------ ------------ ----------- ------------ -------------- ------------- $ (32,968) -- $ (7,713) $ (255) -- -- - ------------ ------------ ----------- ------------ -------------- ------------- $ 3,074,470 $ 7,287,801 $ 1,633,470 $ 6,180,634 $ 34,852,505 $ 75,687,758 994,618 2,048,025 56,188 153,072 241,710 105,043 (6,695,503) (16,230,609) (2,643,538) (7,893,587) (38,663,441) (97,203,060) - ------------ ------------ ----------- ------------ -------------- ------------- (2,626,415) (6,894,783) (953,880) (1,559,881) (3,569,226) (21,410,259) - ------------ ------------ ----------- ------------ -------------- ------------- -- -- -- -- $ 1,818,202 $ 7,048,948 -- -- -- -- 47,657 44,467 -- -- -- -- (1,313,538) (6,973,887) - ------------ ------------ ----------- ------------ -------------- ------------- -- -- -- -- 552,321 119,528 - ------------ ------------ ----------- ------------ -------------- ------------- -- -- -- -- -- -- -- -- -- -- -- -- - ------------ ------------ ----------- ------------ -------------- ------------- -- -- -- -- -- -- - ------------ ------------ ----------- ------------ -------------- ------------- $ (2,626,415) $ (6,894,783) $ (953,880) $ (1,559,881) $ (3,016,905) $ (21,290,731) - ------------ ------------ ----------- ------------ -------------- ------------- 305,843 724,145 164,555 618,148 34,852,505 75,687,758 99,427 203,510 5,664 15,347 241,710 105,043 (669,148) (1,611,789) (266,281) (791,761) (38,663,441) (97,203,060) - ------------ ------------ ----------- ------------ -------------- ------------- (263,878) (684,134) (96,062) (158,266) (3,569,226) (21,410,259) - ------------ ------------ ----------- ------------ -------------- ------------- -- -- -- -- 1,818,202 7,048,948 -- -- -- -- 47,657 44,467 -- -- -- -- (1,313,538) (6,973,887) - ------------ ------------ ----------- ------------ -------------- ------------- -- -- -- -- 552,321 119,528 - ------------ ------------ ----------- ------------ -------------- ------------- -- -- -- -- -- -- -- -- -- -- -- -- - ------------ ------------ ----------- ------------ -------------- ------------- -- -- -- -- -- -- - ------------ ------------ ----------- ------------ -------------- ------------- (263,878) (684,134) (96,062) (158,266) (3,016,905) (21,290,731) - ------------ ------------ ----------- ------------ -------------- ------------- SEE FINANCIAL NOTES 67 FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA INVESTMENT ACTIVITIES DIVIDENDS --------------------- --------- Net asset Net realized value, Net and unrealized Total from From net beginning investment Redemption gains/losses investment investment of period income/loss fee on investments operations income --------- ----------- ---------- -------------- ---------- ---------- 300 FUND STANDARD SHARES Six months ended December 31, 2004 (unaudited) $ 11.16 0.04 -- 0.48 0.52 (0.06) Period ended June 30, 2004(3) 10.00 0.03 -- 1.14 1.17 (0.01) CORE GROWTH FUND STANDARD SHARES Six months ended December 31, 2004 (unaudited) $ 18.10 (0.03) -- 1.35 1.32 -- Year ended June 30, 2004 16.44 (0.12) -- 1.78 1.66 -- Year ended June 30, 2003 16.73 (0.04) -- (0.25) (0.29) -- Year ended June 30, 2002 22.12 (0.09) -- (5.30) (5.39) -- Year ended June 30, 2001 32.59 (0.16) -- (9.01) (9.17) -- Year ended June 30, 2000 30.52 (0.22) -- 4.08 3.86 -- INSTITUTIONAL SHARES Six months ended December 31, 2004 (unaudited) $ 14.99 0.03 -- 1.12 1.15 -- Year ended June 30, 2004 13.52 0.01 -- 1.46 1.47 -- Year ended June 30, 2003 13.66 0.05 -- (0.19) (0.14) -- Year ended June 30, 2002 17.94 0.04 -- (4.32) (4.28) -- Year ended June 30, 2001 26.59 0.01 -- (7.36) (7.35) -- Year ended June 30, 2000 25.02 -- -- 3.36 3.36 -- ADMINISTRATIVE SHARES Six months ended December 31, 2004 (unaudited) $ 18.44 --(4) -- 1.38 1.38 -- Year ended June 30, 2004 16.68 (0.08) -- 1.84 1.76 -- Year ended June 30, 2003 16.91 0.01 -- (0.24) (0.23) -- Year ended June 30, 2002 22.27 (0.01) -- (5.35) (5.36) -- Year ended June 30, 2001 32.66 (0.03)(5) -- (9.06) (9.09) -- Period ended June 30, 2000(6) 32.09 (0.01) -- 0.58 0.57 -- EMERGING GROWTH FUND STANDARD SHARES Six months ended December 31, 2004 (unaudited) $ 13.01 (0.09)(5) -- 0.94 0.85 -- Year ended June 30, 2004 10.96 (0.20) -- 2.25 2.05 -- Year ended June 30, 2003 11.82 (0.17) -- (0.69) (0.86) -- Year ended June 30, 2002 15.79 (0.20) -- (3.77) (3.97) -- Year ended June 30, 2001 33.48 (0.21) -- (11.41) (11.62) -- Year ended June 30, 2000 21.76 (0.30)(5) -- 16.58 16.28 -- INSTITUTIONAL SHARES Six months ended December 31, 2004 (unaudited) $ 13.41 (0.05)(5) -- 0.97 0.92 -- Year ended June 30, 2004 11.23 (0.15) -- 2.33 2.18 -- Year ended June 30, 2003 12.02 (0.10) -- (0.69) (0.79) -- Year ended June 30, 2002 15.96 (0.11)(5) -- (3.83) (3.94) -- Year ended June 30, 2001 33.61 (0.12) -- (11.46) (11.58) -- Period ended June 30, 2000(7) 25.67 (0.11) -- 12.61 12.50 -- ADMINISTRATIVE SHARES Six months ended December 31, 2004 (unaudited) $ 13.22 (0.07)(5) -- 0.95 0.88 -- Year ended June 30, 2004 11.11 (0.14) -- 2.25 2.11 -- Year ended June 30, 2003 11.92 (0.10) -- (0.71) (0.81) -- Year ended June 30, 2002 15.87 (0.13) -- (3.82) (3.95) -- Year ended June 30, 2001 33.57 (0.17)(5) -- (11.46) (11.63) -- Period ended June 30, 2000(6) 28.70 (0.10)(5) -- 4.97 4.87 -- (1) Not annualized. (2) Annualized. (3) For the period August 29, 2003, commencement of operations, to June 30, 2004. (4) Less than $0.005 per share SEE FINANCIAL NOTES 68 TO SHAREHOLDERS RATIOS AND SUPPLEMENTAL DATA --------------- ---------------------------- Net Ratio of Ratio of net Ratio of From Net asset assets, expenses to investment expenses to net Total value, Total end of average net income/loss average net Portfolio realized dividends to end return period assets, net of to average assets, prior to turnover gains shareholders of period (%) ($x 1,000) reimbursement(%) net assets(%) reimbursement(%) rate (%) - -------- ------------ --------- --------- --------- ---------------- --------------- --------------- ---------- (0.04) (0.10) $11.58 4.64(1) $ 7,097 0.90(2) 0.62(2) 1.57(2) 22.71 -- (0.01) 11.16 11.71(1) 6,849 0.90(2) 0.38(2) 1.94(2) 32.98 -- -- $19.42 7.29(1) $292,892 1.53(2) (0.36)(2) 1.57(2) 73.39 -- -- 18.10 10.10 290,352 1.50 (0.65) 1.52 228.43 -- -- 16.44 (1.73) 285,339 1.37 (0.28) 1.53 183.75 -- -- 16.73 (24.37) 326,793 1.34 (0.43) 1.44 76.40 (1.30) (1.30) 22.12 (28.42) 472,779 1.34 (0.62) 1.42 44.95 (1.79) (1.79) 32.59 12.82 699,399 1.49 (0.75) 1.52 20.04 -- -- $16.14 7.67(1) $ 43,808 0.77(2) 0.39(2) 0.79(2) 73.39 -- -- 14.99 10.96 52,842 0.77 0.08 0.79 228.43 -- -- 13.52 (1.02) 63,571 0.69 0.36 0.76 183.75 -- -- 13.66 (23.86) 85,140 0.68 0.23 0.73 76.40 (1.30) (1.30) 17.94 (27.98) 123,912 0.68 0.04 0.74 44.95 (1.79) (1.79) 26.59 13.67 180,779 0.74 0.00 0.74 20.04 -- -- $19.82 7.48(1) $ 1,628 1.17(2) --(2) 1.20(2) 73.39 -- -- 18.44 10.55 1,635 1.11 (0.27) 1.13 228.43 -- -- 16.68 (1.36) 2,426 1.00 0.09 1.06 183.75 -- -- 16.91 (24.07) 2,029 0.94 (0.05) 1.01 76.40 (1.30) (1.30) 22.27 (28.11) 1,964 0.94 (0.14) 5.63 44.95 -- -- 32.66 1.78(1) 21 0.99(2) (0.27)(2) 101.59(2) 20.04 -- -- $13.86 6.53(1) $166,765 1.97(2) (1.41)(2) 2.00(2) 76.66 -- -- 13.01 18.70 165,782 1.93 (1.47) 1.94 151.80 -- -- 10.96 (7.28) 157,911 1.95 (1.56) 1.97 315.89 -- -- 11.82 (25.14) 190,812 1.80 (1.39) 1.86 202.57 (6.07) (6.07) 15.79 (37.52) 283,760 1.68 (1.09) 1.75 136.63 (4.56) (4.56) 33.48 82.19 386,670 1.69 (1.09) 1.75 159.95 -- -- $14.33 6.86(1) $ 2,592 1.30(2) (0.75)(2) 1.32(2) 76.66 -- -- 13.41 19.41 3,534 1.30 (0.85) 1.31 151.80 -- -- 11.23 (6.57) 5,379 1.25 (0.86) 1.28 315.89 -- -- 12.02 (24.69) 6,428 1.20 (0.78) 1.26 202.57 (6.07) (6.07) 15.96 (37.21) 19,676 1.30 (0.69) 1.36 136.63 (4.56) (4.56) 33.61 55.02(1) 16,284 1.24(2) (0.61)(2) 1.31(2) 159.95 -- -- $14.10 6.66(1) $ 5,505 1.66(2) (1.12)(2) 1.68(2) 76.66 -- -- 13.22 18.99 11,584 1.60 (1.13) 1.62 151.80 -- -- 11.11 (6.80) 8,561 1.51 (1.13) 1.54 315.89 -- -- 11.92 (24.89) 8,444 1.47 (1.07) 1.53 202.57 (6.07) (6.07) 15.87 (37.43) 9,497 1.55 (0.96) 2.06 136.63 -- -- 33.57 16.97(1) 8 1.55(2) (0.90)(2) 158.14(2) 159.95 (5) Based on average shares outstanding. (6) For the period February 4, 2000, commencement of operations, to June 30, 2000. (7) For the period November 1, 1999, commencement of operations, to June 30, 2000. SEE FINANCIAL NOTES 69 FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA INVESTMENT ACTIVITIES DIVIDENDS - ----------------------- --------------------- --------- Net realized and Net asset unrealized value, Net gains/losses on Total from From net beginning investment Redemption investments and investment investment of period income/loss fee foreign currencies operations income --------- ----------- ---------- ------------------ ----------- ---------- SMALL CAP CORE GROWTH FUND STANDARD SHARES Six months ended December 31, 2004 (unaudited) $ 10.84 (0.06) - 0.51 0.45 - Year ended June 30, 2004 8.67 (0.13) - 2.30 2.17 - Year ended June 30, 2003 9.18 (0.09) - (0.42) (0.51) - Year ended June 30, 2002 9.52 (0.08) - (0.26) (0.34) - Year ended June 30, 2001 11.23 (0.05) - (1.64) (1.69) - Period ended June 30, 2000(3) 10.00 - - 1.23 1.23 - VALUE FUND STANDARD SHARES Six months ended December 31, 2004 (unaudited) $ 10.51 0.01 - 0.71 0.72 - Year ended June 30, 2004 8.64 (0.02) - 1.89 1.87 - Year ended June 30, 2003 8.74 (0.05) - (0.05) (0.10) - One month period ended June 30, 2002(4) 10.21 (0.01) - (1.46) (1.47) - Year ended May 31, 2002 15.29 (0.08) - (3.57) (3.65) - Year ended May 31, 2001 14.58 (0.07) - 2.70 2.63 - Year ended May 31, 2000 14.03 (0.08) - 2.05 1.97 - SMALL CAP VALUE FUND STANDARD SHARES Six months ended December 31, 2004 (unaudited) $ 9.74 (0.01) - 0.76 0.75 - Period ended June 30, 2004(5) 10.00 (0.02) - (0.24) (0.26) - GLOBAL EQUITY FUND STANDARD SHARES Six months ended December 31, 2004 (unaudited) $ 15.18 (0.01) (6) -(7) 0.87 0.86 - Year ended June 30, 2004 13.39 (0.10) (6) -(7) 1.89 1.79 - Year ended June 30, 2003 14.22 (0.03) (6) 0.02 (0.82) (0.83) - Year ended June 30, 2002 18.31 (0.11) (6) 0.01 (3.99) (4.09) - Year ended June 30, 2001 29.99 (0.16) - (9.61) (9.77) - Year ended June 30, 2000 20.22 (0.22) (6) - 10.94 10.72 - INSTITUTIONAL SHARES Six months ended December 31, 2004 (unaudited) $ 15.58 0.04 (6) -(7) 0.90 0.94 - Year ended June 30, 2004 13.65 0.04 (6) -(7) 1.89 1.93 - Year ended June 30, 2003 14.40 0.05 (6) 0.02 (0.82) (0.75) - Year ended June 30, 2002 18.46 (0.01) (6) 0.01 (4.06) (4.06) - Year ended June 30, 2001 30.08 (0.05) (6) - (9.66) (9.71) - Period ended June 30, 2000(8) 23.45 (0.05) (6) - 7.63 7.58 - ADMINISTRATIVE SHARES Six months ended December 31, 2004 (unaudited) $ 15.36 0.02 (6) -(7) 0.88 0.90 - Year ended June 30, 2004 13.51 (0.02) (6) -(7) 1.87 1.85 - Year ended June 30, 2003 14.30 0.01 (6) 0.02 (0.82) (0.79) - Year ended June 30, 2002 18.38 (0.06) (6) 0.01 (4.03) (4.08) - Year ended June 30, 2001 30.02 (0.11) (6) - (9.62) (9.73) - Period ended June 30, 2000(9) 33.45 (0.06) - (3.37) (3.43) - (1) Not annualized (2) Annualized. (3) For the period December 28, 1999, commencement of operations, to June 30, 2000. (4) Subsequent to the annual report as of May 31, 2002, the Citizens Value Fund changed its fiscal year end to June 30. (5) For the period March 31, 2004, commencement of operations, to June 30, 2004. SEE FINANCIAL NOTES 70 TO SHAREHOLDERS RATIOS AND SUPPLEMENTAL DATA - --------------- ---------------------------- Ratio of Ratio of Net asset Net expenses to Ratio of net expenses to From Total value, assets, average net investment average net net dividends end Total end of assets, income/loss assets, Portfolio realized to of return period net of to average net prior to turnover gains shareholders period (%) ($ x 1,000) reimbursement (%) assets (%) reimbursement(%) rate (%) - -------- ------------ --------- ------ ----------- ----------------- --------------- ---------------- --------- (0.50) (0.50) $10.79 4.16(1) $ 29,313 1.49(2) (1.21)(2) 1.53(2) 84.42 - - 10.84 25.03 29,701 1.53 (1.37) 1.53 207.80 - - 8.67 (5.56) 17,821 1.45 (1.12) 1.58 349.79 - - 9.18 (3.57) 18,459 1.34 (0.93) 1.40 294.26 (0.02) (0.02) 9.52 (15.08) 15,503 1.34 (0.57) 3.20 146.62 - - 11.23 12.30(1) 8,397 1.49(2) 0.00(2) 5.98(2) 20.16 - - $11.23 6.85(1) $ 26,125 1.70(2) 0.10(2) 1.71(2) 121.71 - - 10.51 21.64 23,871 1.78 (0.23) 1.78 130.18 - - 8.64 (1.14) 16,226 1.90 (0.62) 1.90 209.72 - - 8.74 (14.40)(1) 21,060 1.95(2) (1.33)(2) 2.05(2) 5.87 (1.43) (1.43) 10.21 (25.58) 24,981 1.95 (1.04) 2.54 34.77 (1.92) (1.92) 15.29 20.71 14,378 1.95 (0.65) 4.63 62.55 (1.42) (1.42) 14.58 14.36 8,726 1.95 (0.68) 7.11 72.32 - - $10.49 7.70(1) $ 2,118 1.60(2) (0.15)(2) 4.52(2) 116.04 - - 9.74 (2.60)(1) 1,376 1.60(2) (0.92)(2) 6.07(2) 42.36 - - $16.04 5.67(1) $ 90,749 2.08(2) (0.09)(2) 2.08(2) 71.75 - - 15.18 13.37 95,625 2.01 (0.60) 2.01 49.16 - - 13.39 (5.84) 101,846 1.91 (0.26) 1.91 42.05 - - 14.22 (22.34) 135,881 1.84 (0.66) 1.84 132.82 (1.91) (1.91) 18.31 (33.69) 236,080 1.82 (0.71) 1.82 151.95 (0.95) (0.95) 29.99 53.27 354,818 1.82 (0.79) 1.83 120.69 - - $16.52 6.03(1) $ 2,720 1.37(2) 0.57(2) 1.37(2) 71.75 - - 15.58 14.14 5,244 1.37 0.25 1.37 49.16 - - 13.65 (5.21) 6,688 1.26 0.42 1.26 42.05 - - 14.40 (21.99) 9,531 1.27 (0.05) 1.27 132.82 (1.91) (1.91) 18.46 (33.35) 16,475 1.39 (0.23) 1.42 151.95 (0.95) (0.95) 30.08 32.55(1) 12,544 1.39(2) (0.25)(2) 1.43(2) 120.69 - - $16.26 5.86(1) $ 2,173 1.74(2) 0.25(2) 1.74(2) 71.75 - - 15.36 13.69 2,142 1.71 (0.11) 1.71 49.16 - - 13.51 (5.52) 2,059 1.59 0.11 1.59 42.05 - - 14.30 (22.20) 2,207 1.64 (0.39) 1.64 132.82 (1.91) (1.91) 18.38 (33.52) 1,748 1.68 (0.48) 3.18 151.95 - - 30.02 (10.25)(1) 1 1.68(2) (0.48)(2) 296.20(2) 120.69 (6) Based on average shares outstanding. (7) Less than $0.005 per share. (8) For the period November 1, 1999, commencement of operations, to June 30, 2000. (9) For the period February 4, 2000, commencement of operations, to June 30, 2000. SEE FINANCIAL NOTES 71 FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA INVESTMENT ACTIVITIES DIVIDENDS - ------------------------ --------------------- --------- Net Net asset realized value, Net and unrealized Total from From net beginning investment Redemption gains/losses investment investment of period income/loss fee on investments operations income --------- ----------- ---------- -------------- ---------- ---------- BALANCED FUND STANDARD SHARES Six months ended December 31, 2004 (unaudited) $ 11.35 0.06 - 0.53 0.59 (0.06) Year ended June 30, 2004 10.47 0.06 - 1.12 1.18 (0.06) Period ended June 30, 2003(3) 10.00 0.02 - 0.47 0.49 (0.02) INCOME FUND STANDARD SHARES Six months ended December 31, 2004 (unaudited) $ 9.86 0.18 - 0.22 0.40 (0.19) Year ended June 30, 2004 10.28 0.34 - (0.40) (0.06) (0.36) Year ended June 30, 2003 9.62 0.37 - 0.69 1.06 (0.40) Year ended June 30, 2002 10.28 0.58 - (0.66) (0.08) (0.58) Year ended June 30, 2001 10.20 0.68 - 0.10 0.78 (0.70) Year ended June 30, 2000 10.51 0.65 - (0.32) 0.33 (0.63) ULTRA SHORT BOND FUND STANDARD SHARES Six months ended December 31, 2004 (unaudited) $ 9.92 0.10 - (0.01) 0.09 (0.11) Year ended June 30, 2004 10.06 0.18 - (0.13) 0.05 (0.19) Period ended June 30, 2003(5) 10.00 0.14(6) - 0.07 0.21 (0.15) MONEY MARKET FUND STANDARD SHARES Six months ended December 31, 2004 (unaudited) $ 1.00 -(4) - - -(4) -(4) Year ended June 30, 2004 1.00 -(4) - - -(4) -(4) Year ended June 30, 2003 1.00 0.01 - - 0.01 (0.01) Year ended June 30, 2002 1.00 0.02 - - 0.02 (0.02) Year ended June 30, 2001 1.00 0.05 - - 0.05 (0.05) Year ended June 30, 2000 1.00 0.05 - - 0.05 (0.05) INSTITUTIONAL SHARES Six months ended December 31, 2004 (unaudited) $ 1.00 -(4) - - -(4) -(4) Year ended June 30, 2004 1.00 -(4) - - -(4) -(4) Year ended June 30, 2003 1.00 0.01 - - 0.01 (0.01) Year ended June 30, 2002 1.00 0.02 - - 0.02 (0.02) Year ended June 30, 2001 1.00 0.05 - - 0.05 (0.05) Year ended June 30, 2000 1.00 0.05 - - 0.05 (0.05) (1) Not annualized. (2) Annualized. (3) For the period December 20, 2002, commencement of operations, to June 30, 2003. (4) Less than $0.005 per share. (5) For the period November 21, 2002, commencement of operations, to June 30, 2003. (6) Based on average shares outstanding. SEE FINANCIAL NOTES 72 TO SHAREHOLDERS RATIOS AND SUPPLEMENTAL DATA - ---------------- ---------------------------- Ratio of Ratio of Net asset Net expenses to Ratio of net expenses to From Total value, assets, average net investment average net net dividends end Total end of assets, income/loss assets, Portfolio realized to of return period net of to average net prior to turnover gains shareholders period (%) ($x 1,000) reimbursement (%) assets (%) reimbursement (%) rate (%) - -------- ------------ --------- ------- ---------- --------------- -------------- ---------------- --------- (0.23) (0.29) $ 11.65 5.26(1) $ 3,677 1.30(2) 1.09(2) 2.32(2) 92.98 (0.24) (0.30) 11.35 11.31 2,804 1.30 0.60 4.30 98.20 - (0.02) 10.47 4.87(1) 1,061 1.30(2) 0.41(2) 16.73(2) 140.42 - (0.19) $ 10.07 4.07(1) $ 58,179 1.51(2) 3.60(2) 1.51(2) 56.50 - (0.36) 9.86 (0.63) 59,562 1.45 3.28 1.45 64.37 - (0.40) 10.28 11.28 69,137 1.37 3.80 1.37 195.73 - (0.58) 9.62 (0.87) 67,488 1.38 5.77 1.38 54.05 -(4) (0.70) 10.28 7.87 71,639 1.40 6.55 1.48 60.53 (0.01) (0.64) 10.20 3.35 61,836 1.45 6.34 1.47 52.96 - (0.11) $ 9.90 0.88(1) $ 6,586 0.18(2) 1.92(2) 1.48(2) 30.07 - (0.19) 9.92 0.48 7,552 0.06 1.79 1.50 80.96 - (0.15) 10.06 2.12(1) 9,252 0.00(2) 2.29(2) 2.10(2) 56.04 - -(4) $ 1.00 0.37(1) $ 79,636 0.94(2) 0.73(2) 0.94(2) NA - -(4) 1.00 0.10 83,231 0.98 0.10 0.98 NA - (0.01) 1.00 0.65 104,641 0.93 0.65 0.93 NA - (0.02) 1.00 1.71 114,271 0.92 1.72 0.92 NA - (0.05) 1.00 5.23 117,211 0.89 5.08 0.89 NA - (0.05) 1.00 4.67 112,700 1.17 4.59 1.18 NA - -(4) $ 1.00 0.50(1) $ 11,560 0.69(2) 0.99(2) 0.69(2) NA - -(4) 1.00 0.41 11,011 0.67 0.41 0.67 NA - (0.01) 1.00 0.95 10,892 0.63 0.98 0.63 NA - (0.02) 1.00 1.97 16,539 0.67 1.95 0.67 NA - (0.05) 1.00 5.43 27,475 0.70 5.22 0.70 NA - (0.05) 1.00 5.04 23,370 0.81 4.93 0.82 NA SEE FINANCIAL NOTES 73 FINANCIAL NOTES UNAUDITED ORGANIZATION Citizens Funds (the "trust"), a Massachusetts Business Trust, is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"). The trust offers the following funds (individually a "fund," collectively the "funds"): FUND Short name CITIZENS 300 FUND 300 Fund CITIZENS CORE GROWTH FUND Core Growth Fund CITIZENS EMERGING GROWTH FUND Emerging Growth Fund CITIZENS SMALL CAP CORE GROWTH FUND Small Cap Core Growth Fund CITIZENS VALUE FUND Value Fund CITIZENS SMALL CAP VALUE FUND Small Cap Value Fund CITIZENS GLOBAL EQUITY FUND Global Equity Fund CITIZENS BALANCED FUND Balanced Fund CITIZENS INCOME FUND Income Fund CITIZENS ULTRA SHORT BOND FUND Ultra Short Bond Fund CITIZENS MONEY MARKET FUND Money Market Fund The funds are authorized to issue an unlimited number of shares of beneficial interest with no par value. The Core Growth Fund, Emerging Growth Fund, and Global Equity Fund currently offer three classes of shares: Standard shares, Institutional shares and Administrative shares. The Money Market Fund offers two classes of shares: Standard shares and Institutional shares. The 300 Fund, Small Cap Core Growth Fund, Value Fund, Small Cap Value Fund, Balanced Fund, Income Fund and Ultra Short Bond Fund offer one class of shares: Standard shares. Each class of shares in the funds has identical rights and privileges except with respect to fees paid under class-specific arrangements, voting rights on matters affecting a single class of shares, and the exchange privilege of each class of shares. INDEMNIFICATIONS Under the funds' organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the trust. In addition, in the normal course of business, the funds enter into contracts with their vendors and others that provide for general indemnifications. The funds' maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the funds. 74 SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed by the funds in the preparation of their financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. SECURITIES VALUATION Equity securities are valued at the last sale price on the primary exchange on which such securities are traded or on the principal over-the-counter market on which such securities are traded, as of the close of business on the day the securities are valued, or lacking any sales, at the last available bid price for domestic securities and halfway between the bid and ask price for international securities. Equity securities traded on the NASDAQ stock market are valued at the NASDAQ official closing price. Fixed-income investments generally are valued at the bid price for securities. Securities may also be valued on the basis of valuations furnished by a pricing service that uses both dealer-supplied valuations and valuations based upon analysis of market data or other factors if these valuations are believed to more accurately reflect the fair value of such securities. If a market quotation for a given security is unavailable, or if the adviser or a fund's subadviser believes an available quote does not accurately reflect the current value of a security, the adviser will use fair value procedures established by the fund's board of trustees to price the security. Fair value procedures may also be used if the adviser determines that a significant event has occurred between the time at which a market price is determined but prior to the time at which a fund's net asset value is calculated. The Global Equity Fund has a policy to use fair value procedures to price securities traded on foreign markets in the event there is a specific change in the value of a domestic security index. Short-term securities maturing within 60 days and all securities in the Money Market Fund are valued at amortized cost, which approximates fair value. Under the amortized cost method, premium or discount, if any, is amortized or accreted, respectively, on a constant (straight-line) basis to the maturity of the security. 75 FINANCIAL NOTES UNAUDITED SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME Changes in holdings of portfolio securities are reflected no later than in the first calculation on the first business day following the trade date. However, for financial reporting purposes, portfolio security transactions are reported on trade date. The cost of securities sold is determined on the identified cost basis, unless otherwise specified. Interest income is recorded on an accrual basis and includes, where applicable, the amortization or accretion of a premium or discount. Dividend income is recorded on the ex-dividend date. FOREIGN CURRENCY TRANSLATION The accounting records of the funds are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the current rate of exchange. Purchases and sales of securities, and income and expenses, are translated into U.S. dollars at the prevailing rate of exchange on the respective dates of such transactions. The changes in foreign exchange rates on investments are not isolated on the Statements of Operations. Such fluctuations are included with the net realized and unrealized gain or loss on investments. FOREIGN CURRENCY CONTRACTS Foreign currency contracts are used to facilitate transactions in foreign-denominated securities. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contract's terms. The U.S. dollar value of foreign currency contracts is determined using the current rate of exchange. Foreign currency contracts open at period end are listed in the funds' portfolio holdings. REPURCHASE AGREEMENTS The funds may acquire repurchase agreements with an entity that is a member of the Federal Reserve System, collateralized by instruments issued by the U.S. government, its agencies or instrumentalities. The repurchase price generally equals the price paid by a fund plus interest negotiated on the basis of current short-term rates, which may be more or less than the rate on the underlying securities. It is the funds' policy to receive collateral securities of which the value, including accrued interest, is at least equal to 102% of the amount to be repaid to the funds under each agreement at its maturity. Collateral subject to repurchase agreements is held by the funds' custodian. If the counterparty defaults, and the fair value of the 76 collateral declines, realization of the collateral by the funds may be delayed or limited. RESTRICTED SECURITIES The funds are permitted to invest in privately placed securities. These securities may be resold in transactions exempt from registration, or to the public, if the securities are registered under the Securities Act of 1933. Disposal of these securities may involve time-consuming negotiations and expense, and the prompt sale at an acceptable price may be difficult. REDEMPTION FEE The Global Equity Fund charges a redemption fee of 2% (paid to the fund) with respect to shares of the fund redeemed or exchanged within 60 days of purchase. The fee does not apply to shares purchased through the reinvestment of dividends or other distributions, redemptions by the fund of accounts with below minimum balances, redemptions due to shareholder death or disability, or certain omnibus accounts or retirement plans. For the six months ended December 31, 2004, the Global Equity Fund collected $2,234 in redemption fees. These fees are included in the "change in net assets from capital transactions" amounts in the Statements of Changes in Net Assets. DIVIDENDS TO SHAREHOLDERS The 300 Fund, Core Growth Fund, Emerging Growth Fund, Small Cap Core Growth Fund, Value Fund, Small Cap Value Fund, and Global Equity Fund declare and distribute dividends from net investment income, if any, to shareholders annually. The Balanced Fund declares and distributes dividends from net investment income to shareholders quarterly. The Income Fund declares and distributes dividends from net investment income to shareholders monthly. Dividends from net investment income for the Ultra Short Bond Fund and Money Market Fund are declared daily and paid monthly. The funds' net realized gains, if any, are distributed to shareholders at least annually. Additional dividends may also be paid to the funds' shareholders to the extent necessary to avoid federal excise tax on certain undistributed income and net realized gains. The amount of dividends from net investment income and net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These "book/tax" differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature (i.e., reclassification of market discounts, gain/loss, paydown, and distributions), such 77 FINANCIAL NOTES UNAUDITED amounts are reclassified to capital; temporary differences do not require reclassification. OFFERING COSTS Expenses incurred in connection with the offering of fund shares for the 300 Fund and Small Cap Value Fund were paid by the funds and are amortized over a 12-month period starting with each fund's commencement of operations. FEDERAL INCOME TAXES Each fund is a separate taxable entity for federal tax purposes. Each fund has qualified and intends to qualify each year as a "regulated investment company" under Subchapter M of the Internal Revenue Code, as amended, and distributes substantially all of its taxable net investment income and net realized gains, if any, to its shareholders. FEES AND OTHER TRANSACTIONS WITH AFFILIATES INVESTMENT MANAGEMENT FEE Citizens Advisers, Inc. (the "adviser") serves as adviser to each of the funds. Under the terms of the management contract, the adviser is paid a fee that is computed daily based on an annual rate for each fund's average daily net assets. Those rates are as follows: FUND FEE RATE - -------------------------- -------- 300 FUND 0.20% CORE GROWTH FUND 0.50% EMERGING GROWTH FUND 1.00% SMALL CAP CORE GROWTH FUND 0.50% VALUE FUND 0.70% SMALL CAP VALUE FUND 0.75% GLOBAL EQUITY FUND 1.00% BALANCED FUND 0.65% INCOME FUND 0.65% ULTRA SHORT BOND FUND 0.35% MONEY MARKET FUND 0.35% McLean Budden Limited serves as the subadviser for the Global Equity Fund. For its services, the subadviser receives a fee computed daily based on an annual rate of 0.33% of the fund's average daily net assets up to $50 million, 0.30% on the next $50 million, and 0.25% on assets thereafter. The fee is paid by the adviser. Prior to August 27, 2004, SSgA Funds Management, Inc. served as the subadviser for the Global Equity Fund. For its services, SSgA Funds Management, Inc. received a fee computed daily based on an annual rate of 0.35% of the fund's average daily net assets up to $500 million, and 0.25% on assets thereafter. The fee was paid by the adviser. 78 DISTRIBUTION FEE Citizens Securities, Inc. (the "distributor") is a wholly owned subsidiary of the adviser and serves as the funds' distributor. Pursuant to Rule 12b-l under the 1940 Act, the trust's shareholders have adopted a separate distribution plan with respect to the funds' Standard and Administrative shares pursuant to which the funds, except the Money Market Fund, compensate the distributor for services in an amount equal to 0.25% per annum of average annual net assets represented by such shares. ADMINISTRATIVE AND SHAREHOLDER SERVICE FEES The adviser, with whom certain officers and trustees are affiliated, performs administrative duties for the trust under a separate administrative contract, which provides for the reimbursement of out-of-pocket expenses as well as fees for services rendered. In accordance with the terms of the administrative contract, fees are accrued daily based on average daily net assets of each fund at the annual rate of 0.15%. In addition, Citizens Advisers provides a number of administrative services to the trust, relating primarily to shareholder services and communications, and is paid an account fee and is reimbursed for out-of-pocket expenses as well, for providing such services and communications for each of the individual funds with the exception of the Core Growth Fund, Standard shares. The Core Growth Fund, Standard shares may be charged a shareholder service fee of up to 0.35% based on the average daily net assets of the class. For the six months ended December 31, 2004, a fee of 0.25% was charged. TRANSFER AGENCY, FUND ACCOUNTING AND CUSTODY BISYS Fund Services Ohio, Inc. provides transfer agency and fund accounting services to the funds pursuant to certain fee arrangements. Transfer agent expenses also include the cost of services rendered by third parties to provide sub-transfer agency services. Fifth Third Bank acts as custodian for the funds. Custody expenses may be incurred or offset from fees or credits arising from cash balances maintained on deposit. 79 FINANCIAL NOTES UNAUDITED TRUSTEE FEES All of the officers and one of the trustees of the trust are "interested persons," as defined in the 1940 Act, of the adviser. Currently, each trustee who is not an "interested person" receives an annual retainer of $12,000 and $1,250 for each day's attendance at a trustee meeting. The independent trustees include a chair of the board, who receives an additional annual retainer of $5,000, and an audit committee chair and social responsibility committee chair, who each receives an additional annual retainer of $2,500. ALLOCATIONS Expenses directly attributable to a fund are charged to that fund. Expenses not directly attributable to a fund are allocated proportionately among various or all funds within the trust in relation to the net assets of each fund or on another reasonable basis. Expenses specific to a class are charged to that class. FEE REDUCTIONS AND REIMBURSEMENTS For the six months ended December 31, 2004, the adviser limited the total expenses, exclusive of taxes, brokerage commissions and extraordinary expenses, for certain funds to the extent they exceeded the following limits: FUND EXPENSE LIMITATION - --------------------- ------------------ 300 FUND 0.90% SMALL CAP VALUE FUND 1.60% BALANCED FUND 1.30% ULTRA SHORT BOND FUND 0.10% The expense limitations above are voluntary, except for the Small Cap Value Fund, and may be removed by the adviser at any time. The expense limitation for the Small Cap Value Fund is contractual and expires June 30, 2005. The adviser may recoup expense reimbursements from the Small Cap Value Fund in future years, to the extent the fund's annualized operating expenses plus the amount recouped do not exceed the annual expense limitation set forth above. FEES PAID INDIRECTLY During the period, certain funds participated in a directed brokerage program in which the funds utilize recaptured commissions on securities transactions to pay for, in whole or in part, fund accounting expenses of the funds. 80 INVESTMENT TRANSACTIONS The following summarizes purchases and sales of investment securities, other than short-term investments, and U.S Government securities, by fund for the six months ended December 31, 2004: 300 FUND Purchases $ 1,519,897 Sales 1,643,851 CORE GROWTH FUND Purchases 232,939,396 Sales 273,076,849 EMERGING GROWTH FUND Purchases 128,376,731 Sales 144,929,857 SMALL CAP CORE GROWTH FUND Purchases 22,885,343 Sales 23,852,994 VALUE FUND Purchases 29,875,220 Sales 29,205,970 SMALL CAP VALUE FUND Purchases 2,411,522 Sales 1,829,379 GLOBAL EQUITY FUND Purchases 66,439,025 Sales 77,744,804 BALANCED FUND Purchases 3,171,966 Sales 2,669,493 INCOME FUND Purchases 29,632,256 Sales 30,580,273 ULTRA SHORT BOND FUND Purchases 1,924,988 Sales 1,802,714 81 TABLE OF SHAREHOLDER EXPENSES UNAUDITED As a shareholder of the funds, you may incur two types of costs: (i) redemption fees (for Global Equity Fund only) and (2) ongoing costs, including management fees; distribution fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the funds and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from July 1, 2004 through December 31, 2004. ACTUAL EXPENSES The table on the page opposite provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled Expenses Paid During Period to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The table on the page opposite also provides information about hypothetical account values and hypothetical expenses based on each fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees and other individual shareholder fees mentioned in the prospectus. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. *Expenses equal the average account value times the fund's annualized expense ratio multiplied by 184/365 (to reflect the one-half year period). 82 DECEMBER 31, 2004 EXPENSES ANNUALIZED ENDING PAID DURING EXPENSE RATIO BEGINNING ACCOUNT PERIOD* DURING PERIOD ACCOUNT VALUE VALUE 07/01/04 07/01/04 07/01/04 12/31/04 -12/31/04 -12/31/04 ------------- ---------- ----------- ------------ 300 FUND Standard -- actual $ 1,000.00 $ 1,046.40 $ 4.64 0.90% Standard -- hypothetical 1,000.00 1,020.67 4.58 0.90% CORE GROWTH FUND Standard -- actual 1,000.00 1,072.90 7.99 1.53% Standard -- hypothetical 1,000.00 1,017.49 7.78 1.53% Institutional -- actual 1,000.00 1,076.70 4.03 0.77% Institutional -- hypothetical 1,000.00 1,021.32 3.92 0.77% Administrative -- actual 1,000.00 1,074.80 6.12 1.17% Administrative -- hypothetical 1,000.00 1,019.31 5.96 1.17% EMERGING GROWTH FUND Standard -- actual 1,000.00 1,065.30 10.26 1.97% Standard -- hypothetical 1,000.00 1,015.27 10.01 1.97% Institutional -- actual 1,000.00 1,068.60 6.78 1.30% Institutional -- hypothetical 1,000.00 1,018.65 6.61 1.30% Administrative -- actual 1,000.00 1,066.60 8.65 1.66% Administrative -- hypothetical 1,000.00 1,016.84 8.44 1.66% SMALL CAP CORE GROWTH FUND Standard -- actual 1,000.00 1,041.60 7.67 1.49% Standard -- hypothetical 1,000.00 1,017.69 7.58 1.49% VALUE FUND Standard -- actual 1,000.00 1,068.50 8.86 1.70% Standard -- hypothetical 1,000.00 1,016.64 8.64 1.70% SMALL CAP VALUE FUND Standard -- actual 1,000.00 1,077.00 8.38 1.60% Standard -- hypothetical 1,000.00 1,017.14 8.13 1.60% GLOBAL EQUITY FUND Standard -- actual 1,000.00 1,056.70 10.78 2.08% Standard -- hypothetical 1,000.00 1,014.72 10.56 2.08% Institutional -- actual 1,000.00 1,060.30 7.11 1.37% Institutional -- hypothetical 1,000.00 1,018.30 6.97 1.37% Administrative -- actual 1,000.00 1,058.60 9.03 1.74% Administrative -- hypothetical 1,000.00 1,016.43 8.84 1.74% BALANCED FUND Standard -- actual 1,000.00 1,052.60 6.73 1.30% Standard -- hypothetical 1,000.00 1,018.65 6.61 1.30% INCOME FUND Standard -- actual 1,000.00 1,040.70 7.77 1.51% Standard -- hypothetical 1,000.00 1,017.59 7.68 1.51% ULTRA SHORT BOND FUND Standard -- actual 1,000.00 1,008.80 0.91 0.18% Standard -- hypothetical 1,000.00 1,024.30 0.92 0.18% MONEY MARKET FUND Standard -- actual 1,000.00 1,003.70 4.75 0.94% Standard -- hypothetical 1,000.00 1,020.47 4.79 0.94% Institutional -- actual 1,000.00 1,005.00 3.49 0.69% Institutional -- hypothetical 1,000.00 1,021.73 3.52 0.69% 83 SHAREHOLDER SERVICES At Citizens Funds, we want our investors to know how much we value their business. That's why we offer a comprehensive range of services that includes everything from attentive telephone representatives to an informative website. EXCHANGES BETWEEN CITIZENS FUNDS* You can move your money from any one of our funds to another. RETIREMENT INVESTING We offer investors the opportunity to invest in a variety of IRAs, including Traditional, Roth and Rollover. Citizens Funds are also available for 401(k), 403(b), SEP and SIMPLE retirement plans. AUTOMATIC INVESTMENT PLAN Invest automatically on a monthly or quarterly basis with payroll deduction or electronic transfer from your bank. UNPARALLELED CUSTOMER SERVICE Our representatives are well-trained professionals whose goal is to satisfy most requests during the first phone call. Representatives are available from 9 AM to 6 PM (ET) Monday - Friday at 800.223.7010. WWW.CITIZENSFUNDS.COM Our website offers daily fund prices and performance, fund and manager profiles, fund prospectuses and applications, shareholder activism updates, online account access and transactions and much more. INTELLIGENT COMMUNICATIONS Citizens Funds was a pioneer of the plain English prospectus well before it became the standard for the rest of the mutual fund industry. We try to bring that same spirit of innovation, plain-speak and respect for our shareholders to all our communications. PROXY VOTING A description of the policies and procedures that the funds use to determine how to vote proxies relating to portfolio securities and a copy of the funds' voting record for the 12-month period ended June 30, 2004 are available without charge, upon request, by calling 800.223.7010, on our website, and on the SEC'S website at http://www.sec.gov. *Citizens Global Equity Fund charges a redemption fee of 2% on shares redeemed or exchanged within 60 days of purchase. 84 [CITIZENS FUNDS LOGO] Citizens Funds are distributed by Citizens Securities, Inc., Portsmouth, NH 03801 and are available through such popular mutual fund supermarkets as Charles Schwab's Mutual Fund OneSource(R) and Fidelity Investments' FundsNetwork(R). Citizens Funds(R) is a trademark of Citizens Advisers, Inc. This report is intended for shareholders of Citizens Funds and is not authorized for distribution to other persons unless accompanied or preceded by a prospectus. PLEASE CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES OF CITIZENS FUNDS CAREFULLY BEFORE INVESTING. FOR THIS AND OTHER INFORMATION, PLEASE CALL 800.223.7010 OR VISIT WWW.CITIZENSFUNDS.COM FOR A FREE PROSPECTUS AND READ IT CAREFULLY BEFORE INVESTING. (C)2005 Citizens Advisers, Inc. TRUSTEES Walter D. Bristol, Jr. Sophia Collier Jeannie H. Diefenderfer Pablo S. Eisenberg Orlando Hernandez Martha S. Pope DISTRIBUTOR Citizens Securities, Inc. One Harbour Place Suite 400 Portsmouth, NH 03801 800.223.7010 603.436.5152 MANAGER Citizens Advisers, Inc. One Harbour Place Suite 400 Portsmouth, NH 03801 800.223.7010 603.436.5152 CUSTODIAN Fifth Third Bank Cincinnati, OH 45263 TRANSFER AND ACCOUNTING AGENT BISYS Fund Services Ohio, Inc. 3435 Stelzer Road Columbus, OH 43219 LEGAL COUNSEL Bingham McCutchen LLP Boston, MA 02110 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PricewaterhouseCoopers LLP Columbus, OH 43215 NOT A PART OF THE SEMI-ANNUAL REPORT ITEM 2. CODE OF ETHICS. (a) A code of ethics that applies to the registrant's principal executive officer and principal financial office was filed as an exhibit to the registrant's annual Form N-CSR. (c) During the period covered by this report, no amendments were made to the provisions of the code of ethics. (d) During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics were granted. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not Applicable. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not Applicable. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not Applicable. ITEM 6. SCHEDULE OF INVESTMENTS. Not Applicable. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not Applicable. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not Applicable ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not Applicable. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 11. CONTROLS AND PROCEDURES. (a) The registrant's principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant of Form N-CSR is (i) accumulated and communicated to the investment company's management, including its certifying officers, to allow timely decisions regarding required disclosure; and (ii) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. (b) There were no changes in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) Not Applicable. (a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2). Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. (a)(3) Not Applicable. (b) A certification of each principal executive officer and principal officer of the registrant as required by Rule 30a-2(b) under the Act of 1940. Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is attached hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Citizens Funds By (Signature and Title)* /s/ Sophia Collier ------------------------------------------------------- President Date 3/7/05 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ Sophia Collier ------------------------------------------------------- President Date 3/7/05 By (Signature and Title)* /s/ Sean Driscoll ------------------------------------------------------- Treasurer Date 3/7/05 * Print the name and title of each signing officer under his or her signature.