NOVEMBER 2003
CITIZENS FUNDS CODE OF ETHICS
FOR
PRINCIPAL EXECUTIVE
AND
SENIOR FINANCIAL OFFICERS
I. COVERED OFFICERS/PURPOSE OF THE CODE
Citizens Funds' Senior Officer Code of Ethics (this "Code") for the
investment companies within the Citizens Funds complex (collectively, "Funds"
and each, "Fund") applies to the Funds' Principal Executive Officer and
Principal Financial Officer (the "Covered Officers," each of whom are set forth
in Exhibit A) for the purpose of promoting:
- honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
- full, fair, accurate, timely and understandable disclosure in reports
and documents that a registrant files with, or submits to, the
Securities and Exchange Commission ("SEC") and in other public
communications made by the Funds;
- compliance with applicable laws and governmental rules and
regulations;
- the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
- accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business ethics
and should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS OF
INTEREST
OVERVIEW. A "conflict of interest" occurs when a Covered Officer's private
interest interferes with the interests of, or his/her service to, the Funds. For
example, a conflict of interest would arise if a Covered Officer, or a member of
his/her family, receives improper personal benefits as a result of his/her
position with the Funds.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Funds and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 ("Investment Company Act") and
the Investment
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Advisers Act of 1940 ("Investment Advisers Act"). For example, Covered Officers
may not individually engage in certain transactions (such as the purchase or
sale of securities or other property) with the Funds because of their status as
"affiliated persons" of the Funds. The Funds' and the investment adviser's
compliance programs and procedures are designed to prevent, or identify and
correct, violations of these provisions. This Code does not, and is not intended
to, repeat or replace these programs and procedures, and such conflicts fall
outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between the Funds and the investment adviser of which the Covered Officers are
also officers and/or employees. As a result, this Code recognizes that the
Covered Officers will, in the normal course of their duties (whether formally
for the Funds or for the adviser, or for both), be involved in establishing
policies and implementing decisions that will have different effects on the
adviser and the Funds. The participation of the Covered Officers in such
activities is inherent in the contractual relationship between the Funds and the
adviser and is consistent with the performance by the Covered Officers of their
duties as officers of the Funds. Thus, if performed in conformity with the
provisions of the Investment Company Act and the Investment Advisers Act, such
activities will be deemed to have been handled ethically.
Other conflicts of interest are covered by the Code, even if such conflicts
of interest are not subject to provisions in the Investment Company Act and the
Investment Advisers Act. The following list provides examples of conflicts of
interest under the Code, but Covered Officers should keep in mind that these
examples are not exhaustive. The overarching principle is that the personal
interest of a Covered Officer should not be placed improperly before the
interest of the Funds.
* * * *
Each Covered Officer must:
- not use his/her personal influence or personal relationships
improperly to influence investment decisions or financial reporting by
the Funds whereby the Covered Officer would benefit personally to the
detriment of the Funds;
- not cause the Funds to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the
benefit the Funds;
- complete the Funds' Trustees and Officers Questionnaire at least
annually which seeks information related to categories of affiliations
or other relationships related to conflicts of interest.
There are some conflict of interest situations that should always be
discussed with the Chief Legal Officer if material. Examples of these include:
- service as a director on the board of any public or private company;
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- the receipt of any non-nominal gifts in excess of $100 from any person
or company with which the Funds has current or prospective business
dealings;
- the receipt of any entertainment from any company with which the Funds
has current or prospective business dealings unless such entertainment
is business- related, reasonable in cost, appropriate as to time and
place, and not so frequent as to raise any question of impropriety;
- any ownership interest in, or any consulting or employment
relationship with, any of the Funds' service providers, other than its
investment adviser, principal underwriter, administrator or any
affiliated person thereof;
- a direct or indirect financial interest in commissions, transaction
charges or spreads paid by the Funds for effecting portfolio
transactions or for selling or redeeming shares other than an interest
arising from the Covered Officer's employment, such as compensation or
equity ownership.
III. DISCLOSURE AND COMPLIANCE
- Each Covered Officer should familiarize himself/herself with the
disclosure requirements generally applicable to the Funds;
- each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, facts about the Funds to others, whether
within or outside the Funds, including to the Funds' trustees and
auditors, and to governmental regulators and self-regulatory
organizations;
- each Covered Officer should, to the extent appropriate within his/her
area of responsibility, consult with other officers and employees of
the Funds and the adviser with the goal of promoting full, fair,
accurate, timely and understandable disclosure in the reports and
documents the Funds file with, or submit to, the SEC and in other
public communications made by the Funds; and
- it is the responsibility of each Covered Officer to promote compliance
with the standards and restrictions imposed by applicable laws, rules
and regulations.
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
- upon adoption of the Code (or thereafter as applicable, upon becoming
a Covered Officer), affirm in writing to the Board that he/she has
received, read, and understands the Code;
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- annually thereafter affirm to the Board that he/she has complied with
the requirements of the Code;
- not retaliate against any other Covered Officer or any employee of the
Funds or their affiliated persons for reports of potential violations
that are made in good faith; and
- notify the Chief Legal Officer promptly if he/she knows of any
violation of this Code. Failure to do so is itself a violation of this
Code.
The Chief Legal Officer is responsible for applying this Code to specific
situations in which questions are presented under it and has the authority to
interpret this Code in any particular situation. However, any approvals or
waivers sought by the Principal Executive Officer will be considered by the
Board.
The Funds will follow these procedures in investigating and enforcing this
Code:
- the Chief Legal Officer will take all appropriate action to
investigate any potential violations reported to him/her;
- if, after such investigation, the Chief Legal Officer believes that no
violation has occurred, the Chief Legal Officer is not required to
take any further action;
- any matter that the Chief Legal Officer believes is a violation will
be reported to the Board;
- if the Board concurs that a violation has occurred, it will consider
appropriate action, which may include review of, and appropriate
modifications to, applicable policies and procedures; notification to
appropriate personnel of the investment adviser or its board; or a
recommendation to dismiss the Covered Officer;
- the Board will be responsible for granting waivers, as appropriate;
and
- any changes to or waivers of this Code will, to the extent required,
be disclosed as provided by SEC rules.
V. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Funds, the Funds' adviser, principal underwriter,
or other service providers govern or purport to govern the behavior or
activities of the Covered Officers who are subject to this Code,
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they are superseded by this Code to the extent that they overlap or conflict
with the provisions of this Code. The Funds' and their investment adviser's and
principal underwriter's code of ethics under Rule 17j-1 under the Investment
Funds Act and their more detailed policies and procedures set forth in the
Citizens Funds Compliance Manual are separate requirements applying to the
Covered Officers and others, and are not part of this Code.
VI. AMENDMENTS
Any amendments to this Code, other than amendments to Exhibit A, must be
approved or ratified by a majority vote of the Board, including a majority of
independent trustees.
VII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code will
be considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone other than the Board and its counsel.
VIII. INTERNAL USE
The Code is intended solely for the internal use by the Funds and does not
constitute an admission, by or on behalf of any Fund, as to any fact,
circumstance, or legal conclusion.
DATE: November 17, 2003
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EXHIBIT A
Persons Covered by this Code of Ethics:
Sophia Collier, President of Citizens Funds
Robert Silva, Assistant Treasurer of Citizens Funds
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