As Filed with the Securities and Exchange Commission
on September 10, 2003.

File Nos. 333-_______
811-03626
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM N-14
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

PRE-EFFECTIVE AMENDMENT NO. [ ]

POST-EFFECTIVE AMENDMENT NO. [ ]
-----------------
CITIZENS FUNDS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
230 Commerce Way
Portsmouth, NH 03801
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (603) 436-1512
-----------------
SOPHIA COLLIER
CITIZENS FUNDS
230 Commerce Way
Portsmouth, NH 03801
(NAME AND ADDRESS OF AGENT FOR SERVICE)
----------------
WITH COPIES TO:

Roger P. Joseph, Esq.
Bingham McCutchen LLP
150 Federal St.
Boston, MA 02110
-----------------
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
the Registration Statement becomes effective under the Securities Act of 1933.

TITLE OF SECURITIES BEING REGISTERED:
Shares of Beneficial Interest (without par value) of the Registrant
-----------------
The Registrant has registered an indefinite amount of securities under the
Securities Act of 1933 pursuant to Section 24(f) under the Investment Company
Act of 1940; accordingly, no fee is payable herewith because of reliance upon
Section 24(f).

It is proposed that this filing will become effective in thirty (30) days
pursuant to Rule 488 under the Securities Act of 1933.

================================================================================

CITIZENS FUNDS
230 Commerce Way
Portsmouth, NH 03801

__________________________ , 2003

Dear Shareholders:

You are being asked to vote on a Plan of Reorganization whereby
substantially all of the assets and all of the liabilities of the Citizens
International Growth Fund (the "Acquired Fund"), a series of Citizens Funds,
will be transferred in a tax-free reorganization to the Citizens Global Equity
Fund (the "Acquiring Fund"), also a series of Citizens Funds, in exchange for
shares of the Acquiring Fund.

If the Plan of Reorganization is approved and consummated, you will no
longer be a shareholder of the Acquired Fund; you will become a shareholder of
the Acquiring Fund. You will receive shares of the corresponding class of the
Acquiring Fund with an aggregate net asset value equal to the aggregate net
asset value of your shares of the Acquired Fund.

The Acquiring Fund and the Acquired Fund are advised by Citizens Advisers,
Inc. ("Citizens"). Citizens proposed the reorganization of the Acquired Fund
into the Acquiring Fund because it believes that it is in the best interests of
the shareholders of both Funds.

After carefully studying the merits of the proposal, the Board of Trustees
has determined that the reorganization will benefit the shareholders of the
Acquired Fund.

As shareholders of the Acquiring Fund, investors currently holding shares
of the Acquired Fund will participate in a mutual fund with the same investment
objective and with policies that are similar to those of the Acquired Fund,
although the Acquiring Fund (unlike the Acquired Fund) invests a substantial
portion of its assets in the U.S. After the reorganization, Acquired Fund
shareholders will remain part of the Citizens Funds fund family, which offers a
wide array of mutual funds. Acquired Fund shareholders will continue to be able
to exchange their shares among all of those funds.

The Board of Trustees believes that the proposal set forth in the enclosed
notice of meeting is important and recommends that you read the enclosed
materials carefully and then vote for the proposal. Please take a moment now to
sign and return your proxy card in the enclosed postage-paid envelope. You may
also cast your vote by fax, the internet or telephone as described in the
enclosed materials. Additional information regarding voting is included with the
enclosed proxy card.

Respectfully,

SOPHIA COLLIER
President

WE URGE YOU TO SIGN AND RETURN YOUR PROXY CARD IN THE ENCLOSED POSTAGE-PAID
ENVELOPE, OR CAST YOUR VOTE BY FAX, THE INTERNET OR TELEPHONE AS DESCRIBED IN
THE ENCLOSED MATERIALS, TO ENSURE A QUORUM AT THE MEETING. YOUR VOTE IS
IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN.

QUESTIONS AND ANSWERS ABOUT THIS TRANSACTION

Why is the Reorganization being proposed?

The Reorganization is being proposed because the Funds' board believes that
it is in the best interest of shareholders of the Acquired Fund.

If the Reorganization is approved, what will happen?

The Acquired Fund will transfer substantially all of its assets and all of
its liabilities to the Acquiring Fund and will receive, in exchange, shares of
the Acquiring Fund. The Acquired Fund issues only Standard Class shares, and
will receive Standard Class shares of the Acquiring Fund in this transaction.
The Acquired Fund will then be liquidated, and each shareholder of the Acquired
Fund will receive that number of full and fractional Standard Class shares of
the Acquiring Fund having a net asset value equal to the aggregate net asset
value of the shareholder's shares of the Acquired Fund held on the Closing Date.
After the Reorganization, you will own shares of the Acquiring Fund rather than
shares of the Acquired Fund.

What will be the effect on the investment strategies associated with my
investment if the proposed changes are approved?

The Acquiring Fund has the same investment objective as the Acquired Fund,
and policies that are similar to those of the Acquired Fund. Both Funds invest
in equity securities of foreign issuers. However, the Acquiring Fund, unlike the
Acquired Fund, invests a substantial portion of its assets in equity securities
of United States issuers.

How will the fees and expenses associated with my investment be affected?

The total annual operating expenses are lower for the Acquiring Fund than
they are for the Acquired Fund.

Will there be any change with respect to the management of my investment?

No. The Acquired Fund's and the Acquiring Fund's investment manager is
Citizens Advisers, Inc. ("Citizens). Citizens will continue to serve as the
investment manager of the Acquiring Fund after the consummation of the
Reorganization. SSgA Funds Management, Inc., a wholly-owned subsidiary of State
Street Corporation, is the investment subadviser of the Acquired Fund and the
Acquiring Fund and will continue to serve as the investment subadviser of the
Acquiring Fund after the consummation of the Reorganization.

Who will be responsible for the costs of the Reorganization?

Each Fund will pay for its own costs and expenses associated with the
Reorganization, including, for the Acquired Fund, costs of soliciting proxies.

What if I do not vote or vote against the Reorganization, yet approval of the
Reorganization is obtained?

You will automatically receive shares of the Acquiring Fund.

As a holder of shares of the Acquired Fund, what do I need to do?

Please read the enclosed Proxy Statement/Prospectus and vote. Your vote is
important! Accordingly, please promptly sign, date and mail the proxy card in
the enclosed return envelope as soon as possible.

May I attend the shareholder meeting in person?

Yes, you may attend the meeting in person.

CITIZENS FUNDS
INTERNATIONAL GROWTH FUND
230 Commerce Way
Portsmouth, NH 03801
(603) 436-1512

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Please take notice that a Special Meeting of Shareholders of the Citizens
International Growth Fund (the "Acquired Fund"), a series of Citizens Funds,
will be held at the offices of Citizens Funds, 230 Commerce Way, Portsmouth, NH
on November 21, 2003 at 8:30 a.m., Eastern time, for the following purposes:

ITEM 1. To consider and act upon a proposal to approve a Plan of
Reorganization that provides for and contemplates: (1) the transfer
of substantially all of the assets and all of the liabilities of
the Acquired Fund to Citizens Global Equity Fund (the "Acquiring
Fund"), a series of Citizens Funds, solely in exchange for shares
of the Acquiring Fund; (2) the distribution of the shares of the
Acquiring Fund to the shareholders of the Acquired Fund in
liquidation of the Acquired Fund; and (3) the termination of the
Acquired Fund.

ITEM 2. To transact such other business as may properly come before the
Special Meeting of Shareholders and any adjournments thereof.

Item 1 is described in the attached Proxy Statement/Prospectus.

The Board of Trustees recommends that you vote in favor of Item 1.

If you were a shareholder of record on September 30, 2003, you are entitled to
vote at the Special Meeting of Shareholders and at any adjournments thereof.

Marcia S. Kovalik, Secretary

________________, 2003

YOUR VOTE IS IMPORTANT. PLEASE VOTE, SIGN AND RETURN THE ENCLOSED PROXY CARD,
WHICH WILL HELP AVOID THE ADDITIONAL EXPENSE OF ADDITIONAL SOLICITATIONS. THE
ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND IS PROVIDED FOR YOUR
CONVENIENCE. YOU ALSO MAY VOTE YOUR PROXY BY FAX, TELEPHONE OR THE INTERNET.

PROXY STATEMENT/PROSPECTUS

_____________________, 2003

Relating to the acquisition by

CITIZENS GLOBAL EQUITY FUND

of the assets of

CITIZENS INTERNATIONAL GROWTH FUND

each fund is a series of
CITIZENS FUNDS
230 Commerce Way
Portsmouth, NH 03801
Telephone: (603) 436-1512, (800) 223-7010

This Proxy Statement/Prospectus is furnished to shareholders of the
Citizens International Growth Fund (the "Acquired Fund"), a series of Citizens
Funds (the "Trust"), in connection with the solicitation of proxies for a
Special Meeting of Shareholders of the Acquired Fund at which shareholders will
be asked to consider and approve a proposed Plan of Reorganization (the "Plan")
adopted by the Trust with respect to the Acquired Fund and the Citizens Global
Equity Fund (the "Acquiring Fund").

The Plan provides that substantially all of the assets and all of the
liabilities of the Acquired Fund will be transferred to the Acquiring Fund. In
exchange for the transfer of these assets and liabilities, the Acquired Fund
will receive shares of the Acquiring Fund. Shares of the Acquiring Fund so
received will then be distributed to the shareholders of the Acquired Fund in
complete liquidation of the Acquired Fund, and the Acquired Fund will be
terminated. The Acquired Fund issues only Standard Class shares, and will
receive Standard Class shares of the Acquiring Fund in this transaction. As a
result of this transaction (the "Reorganization"), each shareholder of the
Acquired Fund will receive that number of full and fractional Standard Class
shares of the Acquiring Fund having an aggregate net asset value equal to the
aggregate net asset value of the shareholder's shares of the Acquired Fund held
on the closing date of the Reorganization.

The Acquired Fund and the Acquiring Fund are each series of the Trust,
which is an open-end management investment company. The investment objectives
and policies of the Acquiring Fund are compared to those of the Acquired Fund in
this Proxy Statement/Prospectus. The investment objective of each fund is to
seek capital appreciation. Both Funds invest in equity securities of foreign
issuers. However, the Acquiring Fund, unlike the Acquired Fund, invests a
substantial portion of its assets in equity securities of United States issuers.

This Proxy Statement/Prospectus, which should be retained for future
reference, sets forth concisely the information about the Acquiring Fund that a
prospective investor should know before investing. For a more detailed
discussion of the investment objectives, policies, restrictions and risks of the
Acquiring Fund, see the Prospectus for the Acquiring Fund, dated August 29,
2003, as supplemented from time to time, which is included herewith and
incorporated herein by reference. This Proxy Statement/Prospectus is also
accompanied by the Acquiring Fund's Annual Report to shareholders for the fiscal
year ended June 30, 2003 which is incorporated herein by reference. Additional
information is set forth in the Acquiring Fund's Statement of Additional
Information dated August 29, 2003, as supplemented from time to time, which is
incorporated herein by reference. The Statement of Additional Information is on
file with the Securities and Exchange Commission and is available without charge
upon request by writing or calling the Trust at the address or telephone number
indicated above.

Additional information is set forth in (a) the Statement of Additional
Information relating to this Proxy Statement/Prospectus, dated ____________,
2003, (b) the Prospectus and Statement of Additional Information of

the Acquired Fund dated August 29, 2003; and the Acquired Fund's Annual Report
for the fiscal year ended June 30, 2003. Each of these documents is incorporated
herein by reference and is on file with the Securities and Exchange Commission.
You may obtain a copy of any of these documents without charge upon request by
writing or calling the Acquired Fund at the address or telephone number
indicated above.

This Proxy Statement/Prospectus is expected to be first sent to
shareholders on or about ____________, 2003.

The Securities and Exchange Commission has not approved or disapproved
these securities or passed upon the adequacy of this Proxy Statement/Prospectus.
Any representation to the contrary is a criminal offense.

No person has been authorized to give any information or to make any
representations other than those contained in this Proxy Statement/Prospectus
and in the materials expressly incorporated herein by reference and, if given or
made, such other information or representations must not be relied upon as
having been authorized by the Acquired Fund or the Acquiring Fund.

TABLE OF CONTENTS

Page
----
SYNOPSIS .................................................................. 8
Proposed Transaction ................................................... 8
Comparison of Investment Objectives and Policies ....................... 8
Investment Advisory Services and Management Fees ....................... 10
Overall Expenses ....................................................... 10
Distribution of Shares and Other Services .............................. 11
Sales Charges, Purchase Policies and Redemption and Exchange Information 12
Dividends and Other Distributions ...................................... 12
Tax Consequences ....................................................... 12
PRINCIPAL INVESTMENTS, RISK FACTORS AND INVESTMENT RESTRICTIONS ........... 13
Principal Investments and Risk Factors ................................. 13
Fundamental Investment Restrictions .................................... 15
Non-Fundamental Investment Restrictions ................................ 15
THE PROPOSED TRANSACTION .................................................. 16
Description of the Plan ................................................ 16
Reasons for the Proposed Transaction ................................... 16
Description of the Securities to be Issued ............................. 17
Federal Income Tax Consequences ........................................ 18
Liquidation and Termination of the Acquired Fund ....................... 19
Portfolio Securities ................................................... 19
Portfolio Turnover ..................................................... 19
Pro Forma Capitalization ............................................... 19
Performance ............................................................ 20
VOTING INFORMATION ........................................................ 22
General Information .................................................... 22
Quorum; Vote Required to Approve Proposal .............................. 22
Outstanding Shareholders ............................................... 23
ADDITIONAL INFORMATION ABOUT THE FUNDS .................................... 25
OTHER MATTERS ............................................................. 25
EXHIBIT A-- PLAN OF REORGANIZATION

SYNOPSIS

The following is a summary of certain information contained in this Proxy
Statement/Prospectus regarding the Acquired Fund and the Acquiring Fund (each a
"Fund," and collectively, the "Funds") and the proposed Reorganization. This
summary is qualified by reference to the more complete information contained
elsewhere in this Proxy Statement/Prospectus, the Prospectus of the Acquiring
Fund, the Prospectus of the Acquired Fund, and the Plan. The Plan is attached to
this Proxy Statement/Prospectus as Exhibit A. Shareholders of the Acquired Fund
should read this entire Proxy Statement/Prospectus carefully.

Proposed Transaction

The Board of Trustees of the Funds, including a majority of the Trustees
who are not "interested persons" of the Funds (as defined in the Investment
Company Act of 1940, as amended (the "1940 Act")) (the "Non-Interested
Trustees"), approved the Plan on August 18, 2003. The Plan provides that
substantially all of the assets and all of the liabilities of the Acquired Fund
will be transferred to the Acquiring Fund. In exchange for the transfer of those
assets and liabilities, the Acquired Fund will receive shares of the Acquiring
Fund. Shares of the Acquiring Fund so received will then be distributed to the
shareholders of the Acquired Fund in complete liquidation of the Acquired Fund,
and the Acquired Fund will be terminated and its outstanding shares cancelled.
The Acquired Fund issues only Standard Class shares, and will receive Standard
Class shares of the Acquiring Fund in this transaction. As a result of the
Reorganization, each shareholder of the Acquired Fund will receive that number
of full and fractional Standard Class shares of the Acquiring Fund having an
aggregate net asset value equal to the aggregate net asset value of the
shareholder's shares of the Acquired Fund held as of the close of business on
the closing date of the Reorganization (the "Closing Date"). The Closing Date is
expected to be on or about _________, 2003, or such other date as the parties
may agree.

For the reasons described below under "The Proposed Transaction--Reasons
for the Proposed Transaction," the Board of Trustees, including a majority of
the Non-Interested Trustees, has concluded that the Reorganization is in the
best interests of the Acquired Fund and its shareholders and that the interests
of the existing shareholders of the Acquired Fund will not be diluted as a
result of the Reorganization.

Accordingly, the Trustees recommend approval of the Plan. If the Plan is
not approved, the Acquired Fund will continue in existence unless other action
is taken by the Trustees. Such other action may potentially include, among other
things, resubmission of the Plan to shareholders, maintaining the status quo or
the termination and liquidation of the Acquired Fund.

Comparison of Investment Objectives and Policies

Investment Objectives

The investment objective of both Funds is to seek capital appreciation.

Each of the Acquired Fund and the Acquiring Fund seeks its investment
objective by investing its assets in equity securities of foreign issuers.
However, the Acquiring Fund, unlike the Acquired Fund, invests a substantial
portion of its assets in equity securities of United States issuers.

Investment Policies

Equity Securities. Each of the Acquired Fund and Acquiring Fund invests in
equity securities.

Equity securities in which the Acquired Fund invests include common stocks
and forms of foreign equities that trade in U.S. dollars (such as American
Depositary Receipts). Under normal circumstances, the Acquired Fund invests at
least 65% of the value of its net assets in equity securities of foreign
issuers, and diversifies its holdings internationally by investing in at least
five foreign countries. The Acquired Fund may invest no more than 25% of total
assets in emerging markets (such as Russia, Malaysia and Pakistan).

The Acquiring Fund invests mainly in common stocks and other equities of
companies of any size. Under normal circumstances, the Acquiring Fund invests at
least 80% of its net assets in equity securities. During normal market
conditions, the Fund diversifies its holdings globally by investing in at least
three countries, and typically more than that. While the Fund invests in foreign
equities, it also invests a substantial portion of its assets in equities of
U.S. companies. The Fund may invest no more than 25% of total assets in emerging
markets (such as Russia, Malaysia and Pakistan).

Debt Securities. Although each Fund invests primarily in equity securities,
each Fund may also invest in debt securities. These debt securities may include
Yankee bonds (dollar-denominated bonds issued by foreign issuers) and
convertible bonds.

Each of the Acquired Fund and Acquiring Fund may invest in short-term debt
obligations including commercial paper and bank obligations.

Each of the Acquired Fund and Acquiring Fund may also invest in obligations
of, or guaranteed by, the U.S. Government, its agencies and instrumentalities
and corporate debt obligations.

Diversification. Each of the Acquired Fund and the Acquiring Fund is a
"diversified" fund. This means that neither Fund may, with respect to 75% of its
assets, invest more than 5% of its total assets in any one issuer or invest in
more than 10% of the voting securities of any issuer.

Illiquid Securities. Each of the Acquired Fund and the Acquiring Fund may
purchase securities for which there is no readily available market. These
securities are known as illiquid securities. Neither Fund will invest more than
15% of the value of its net assets in illiquid securities.

See "Principal Investments, Risk Factors and Investment Restrictions" below
for more information on the risks associated with the types of assets that can
be purchased by the Funds.

Management Style and Security Selection Process

The investment manager of the Acquired Fund and the Acquiring Fund is
Citizens Advisers, Inc. ("Citizens"). Citizens will continue to serve as the
investment manager of the Acquiring Fund after the consummation of the
Reorganization. At its own expense, Citizens has engaged a subadviser, SSgA
Funds Management, Inc. ("SSgA"), to handle the day-to-day management of each of
the Acquired Fund and Acquiring Fund. SSgA has been the subadviser for each Fund
since October 17, 2001. SSgA will continue to serve as the subadviser for the
Acquiring Fund after the consummation of the Reorganization.

The Acquired Fund is actively managed, meaning that the Fund continually
seeks to hold stocks that show attractive appreciation potential and eliminate
those that do not. Using a growth approach to investing, the Fund looks for
companies that display sustainable growth of earnings, innovative products,
services or business strategies, and/or the potential to benefit from political
or economic conditions.

The Acquired Fund looks for regions that offer the potential to benefit
from growth prospects (such as growth of infrastructure or consumer demand), low
presence or risk of economic imbalances (such as inflation, trade deficits or
public debt), adequate liquidity within financial markets and the country's
economy (including currency exchange), and sound government economic policies.

The Acquiring Fund favors larger, high-quality companies. These are
typically companies in strong competitive positions with high recurring demand
for their products or services. When the Fund believes the situation warrants,
it will also invest in smaller companies or those with potential to benefit from
cyclical business opportunities. At times, in an effort to take advantage of an
opportunity, the Fund may invest comparatively heavy or light in a given
economic sector (cluster of related industries), including higher-risk sectors
such as technology. The Acquiring Fund historically has had a high portfolio
turnover rate.

Securities selected by both Funds must meet Citizens' fundamental and
social criteria by showing a high level of corporate responsibility and
underlying business strength. Each Fund seeks to avoid stocks or eliminate
holdings if they fail Citizens' screening (or re-screening) criteria for social,
environmental and corporate responsibility, if they have reached a target price,
if their fundamental outlook has changed, or in order to adjust exposure to a
certain sector or type of risk.

Investment Advisory Services and Management Fees

Citizens Advisers is located at 230 Commerce Way, Portsmouth, NH 03801.

SSgA Funds Management, inc. ("SSgA") is the subadviser for the Acquired
Fund and the Acquiring Fund. SSgA is a U.S. registered investment adviser and a
wholly-owned subsidiary of State Street Corporation. SSgA is compensated by
Citizens Advisers out of the management fees that Citizens Advisers receives
from the Funds. SSgA will continue to serve as the investment subadviser for the
Acquiring Fund following the consummation of the Reorganization.

Ben Kottler, portfolio manager at SSgA and leader of the International
Growth Strategies Team, has been responsible for leading the team management of
the Acquired Fund since March 2002.

Kimberly Gluck, also employed by SSgA as a portfolio manager, has been
responsible for leading the team management of the Acquiring Fund since March
2002. Ben Kottler is also a member of the team of individuals managing the
day-to-day operations of the Acquiring Fund.

The Acquired Fund pays an aggregate management fee of 1.05% of the Fund's
average daily net assets on an annualized basis for the Fund's then-current
fiscal year. The Acquiring Fund pays an aggregate management fee of 1.00% of the
Fund's average daily net assets on an annualized basis for the Fund's
then-current fiscal year. For a comparison of the total annual operating
expenses for Standard Class shares of each Fund, please review the expense
tables under "Overall Expenses" below.

Overall Expenses

Further information about the expenses of the Acquired Fund and the
Acquiring Fund and pro forma expenses following the proposed reorganization are
outlined in the tables below. All information is for Standard Class shares of
each Fund.

PRO FORMA
ACQUIRED ACQUIRING ACQUIRING
FUND FUND FUND
-------- --------- ---------

Shareholder Fees (Paid Directly From Your Investment) None None None

Redemption Fee 2.00%(1) 2.00%(1) 2.00%(1)

PRO FORMA
ACQUIRED ACQUIRING ACQUIRING
FUND FUND FUND
-------- --------- ---------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)

Management Fees (all classes)........................ 1.05% 1.00% 1.00%

Distribution (12b-1) Fees
Standard Class Shares............................. 0.25% 0.25% 0.25%

(1) Investors in the Fund may be assessed a redemption fee of 2.00% on Fund
shares redeemed or exchanged within 60 days of their purchase.

PRO FORMA
ACQUIRED ACQUIRING ACQUIRING
FUND FUND FUND
-------- --------- ---------

Other Expenses (administrative, shareholder servicing
and other expenses) Standard Class Shares........... 1.20% 0.71% 0.71%

Total Annual Fund Operating Expenses
Standard Class Shares............................... 2.50% 1.96% 1.96%

This example is intended to help you compare the cost of investing in each
of the Funds. The example assumes you invest $10,000 in each Fund for the time
periods indicated and then redeem all of your shares at the end of those
periods. The example also assumes your investment has a 5% return each year,
that you reinvest all distributions and dividends, and that the Acquiring and
Acquired Funds' annual operating expenses remain the same. Your actual costs may
be higher or lower.

Acquired Fund

NUMBER OF YEARS YOU OWN YOUR SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS

Your costs would be:
Standard Class Shares.................. $253 $779 $1,331 $2,836

Acquiring Fund

NUMBER OF YEARS YOU OWN YOUR SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS

Your costs would be:
Standard Class Shares.................. $199 $615 $1,057 $2,285

Pro Forma Acquiring Fund

NUMBER OF YEARS YOU OWN YOUR SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS

Your costs would be:
Standard Class Shares.................. $199 $615 $1,057 $2,285

Distribution of Shares and Other Services

Distributor

The distributor for each of the Acquired Fund and the Acquiring Fund is
Citizens Securities, Inc. Each Fund's shares are continuously sold by Citizens
Securities. Shares of the Acquired Fund currently are offered only in connection
with dividend reinvestments.

Both the Acquired Fund and the Acquiring Fund have adopted a Rule 12b-1
distribution plan for their Standard Class shares. Under the plan, each Fund
pays distribution fees. The distribution fees as a percentage of net assets for
Standard Class shares of the Acquired Fund and the Acquiring Fund are the same.
See "Overall Expenses" above for a comparison of the total fees and expenses for
the Acquired Fund and the Acquiring Fund.

Other Service Providers

As indicated below, the Acquired Fund and the Acquiring Fund have the same
service providers. Upon completion of the Reorganization, the Acquiring Fund
will continue to engage its existing service providers. In all cases, the types
of services provided to the Funds under these service arrangements are the same.

- --------------------------------------------------------------------------------
Service Provider Acquired Fund Acquiring Fund
- --------------------------------------------------------------------------------
Custodian Fifth Third Bank Fifth Third Bank
- --------------------------------------------------------------------------------
Auditors PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP
- --------------------------------------------------------------------------------
Transfer Agent BISYS Fund Services of Ohio BISYS Fund Services of Ohio
- --------------------------------------------------------------------------------

Sales Charges, Purchase Policies and Redemption and Exchange Information

The purchase, redemption and exchange procedures and privileges with
respect to the Acquired Fund are the same as those of the Acquiring Fund. Please
refer to each Fund's prospectus and statement of additional information for a
more detailed discussion of the purchase, redemption and exchange procedures and
privileges applicable to each Fund.

Dividends and Other Distributions

The Acquired Fund and the Acquiring Fund have the same policy relating to
dividend distributions and capital gain distributions to shareholders. The Funds
pay dividends and distribute capital gains, if any, according to the following
schedule:

FUND INCOME DIVIDEND DISTRIBUTIONS CAPITAL GAIN DISTRIBUTIONS
- ---- ----------------------------- --------------------------
Acquired Fund annually annually
Acquiring Fund annually annually

Each Fund may also make additional distributions to shareholders to the
extent necessary to avoid the application of a federal tax. Each Fund expects
distributions to be primarily from capital gains. For each Fund, capital gain
distributions and dividends are reinvested in additional Fund shares of the same
class that you hold. Alternately, you can, in the case of each Fund, have your
distributions and/or dividends paid in cash.

On or immediately prior to the Closing Date, the Acquired Fund will
distribute (in the form of one or more dividends and/or other distributions) to
its shareholders substantially all of its investment company taxable income and
realized net capital gain, if any, for the current taxable year through the date
of such distribution or dividend. Unless a shareholder of the Acquired Fund has
requested to have distributions or dividends paid in cash, such distributions or
dividends will automatically be reinvested in the manner described above.
Between the Closing Date and the end of its current taxable year, it is expected
that the Acquiring Fund will make one or more similar distributions to its
shareholders, including the former Acquired Fund shareholders who receive shares
of the Acquiring Fund in the Reorganization.

Tax Consequences

The Acquired Fund and the Acquiring Fund will each receive an opinion of
Bingham McCutchen LLP in connection with the Reorganization to the effect that,
based upon certain facts, assumptions and representations, the transfer of all
of the assets and liabilities of the Acquired Fund to the Acquiring Fund solely
in exchange for voting

stock of the Acquiring Fund, followed by the distribution of such shares in
complete liquidation of the Acquired Fund, will constitute a reorganization
within the meaning of section 368(a) of the Internal Revenue Code of 1986, as
amended (the "Code"). If the Reorganization constitutes such a reorganization,
no gain or loss will be recognized by the Acquired Fund or its shareholders as a
direct result of the Reorganization, except as described below under the
heading, "The Proposed Transaction--Federal Income Tax Consequences."

PRINCIPAL INVESTMENTS, RISK FACTORS, AND INVESTMENT RESTRICTIONS

Principal Investments And Risk Factors

The investment objectives of the Funds are the same, and the policies and
risk factors of the Acquired Fund are, in many respects, similar to those of the
Acquiring Fund. There are, however, some differences. The following discussion
summarizes some of the more significant similarities and differences in the
investment policies and risk factors of the Acquired Fund and the Acquiring Fund
and is qualified in its entirety by the Prospectuses and Statement of Additional
Information of the Acquired Fund and the Acquiring Fund incorporated herein by
reference.

- --------------------------------------------------------------------------------
Both Funds Foreign Securities

Each Fund invests in securities of foreign issuers. Foreign
securities markets typically are less efficient and more volatile
than U.S. securities markets, and may be more sensitive to
political and economic events. Foreign economies and governments
may be less mature and less stable than those in the U.S., may
impose regulations on markets that are either excessive or
inadequate, or may confiscate assets (through high taxation or
nationalization, for instance). With foreign currencies, exchange
controls and changes in exchange rates can affect the dollar
value of these securities or the ability to realize that value,
potentially widening investment losses on foreign or canceling
out gains. With dollar-denominated securities, currency risks can
still affect the dollar value of these securities. Foreign risks
are greater in emerging markets than in developed markets.

Both funds invest in equity securities of foreign issuers. Under
normal circumstances, the Acquired Fund invests at least 65% of
the value of its total assets in equity securities of foreign
issuers, and at least five foreign countries. The Acquiring Fund,
under normal circumstances, invests in companies in at least
three countries (including substantial investments in the U.S.),
and typically more than that.

- --------------------------------------------------------------------------------
Both Funds Market Risks

Each Fund is subject to market risks. As with any fund that
invests in stocks or fixed-income securities, the value of your
investment will go up and down depending on market conditions,
and you could lose money if the fund's shares are worth less when
you sell them than when you bought them. Stock and bond markets
may react dramatically and unpredictably to political,
regulatory, market or economic developments. In general, stocks
are more volatile than bonds.

Stocks of growth companies may be especially volatile, because
their prices are largely based on future earnings. The Acquired
Fund is more heavily invested in stocks of growth companies.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Both Funds Small- and Medium-Sized Company Risks

Each Fund may invest in small- and medium-sized companies.
Because these companies tend to lack the diverse business lines,
experienced management and extensive financial resources of
larger firms, their stocks typically are riskier than those of
larger firms. Also, because shares of some smaller companies may
be thinly traded, they can be more volatile and less liquid,
especially during unusual market conditions.

- --------------------------------------------------------------------------------
Both Funds Sector and Company Risks

Each Fund is subject to sector and company risks. To the extent
that the Funds invest in securities within a given sector, they
are exposed to that sector's risks and opportunities. The Funds
could underperform the overall market or certain indices if they
invest heavily in a sector that performs poorly or invest lightly
in a sector that performs well. Certain sectors, such as
technology, can be highly volatile because of such factors as
rapid product obsolescence and intense competition. Similarly,
the Funds' investments in each stock represent exposure to that
company's risks and opportunities, and Fund performance could be
hurt if the Funds invest heavily in a company that performs
poorly.

- --------------------------------------------------------------------------------
Both Funds Fixed Income Securities

Each Fund may invest in bonds and other debt securities. For
these securities, credit quality is measured at the time a
security is bought for a Fund. The Adviser relies on ratings by
recognized independent rating organizations, or, for unrated
securities, its own credit analysis. When two independent ratings
disagree, the Adviser may use the higher one. If a security's
credit quality falls, the Adviser usually will sell the security
unless it determines that it would better serve the Fund's
interest to keep it.

- --------------------------------------------------------------------------------
Acquiring Fund Portfolio Turnover Risk

The Acquiring Fund is subject to portfolio turnover risk. Because
the Fund's strategies lead it to buy and sell securities more
actively than many funds, it could have higher expenses (which
reduce investor return) and higher taxable distributions.

- --------------------------------------------------------------------------------
Both Funds Defensive Strategies

In order to have cash for processing shareholder and portfolio
transactions and for paying operating expenses, the Funds
typically invest a portion of their assets in cash equivalents,
such as money market instruments or other high-quality,
short-term, liquid obligations. Under special circumstances--such
as in order to reduce or avoid concentration in an industry or
issuer, or because of unusual market conditions--the Funds may
temporarily place up to 100% of net assets in cash equivalents,
or may otherwise depart from their stated investment strategies.
To the extent that the Funds depart from their usual investment
strategies, it increases the risk that the Funds won't achieve
their goals.
- --------------------------------------------------------------------------------

The foregoing describes the principal investments and related risks of each
Fund. Each Fund may invest in additional types of investments and may be subject
to additional risk factors that are described in the Statement of Additional
Information of that Fund. Certain of these non-principal investments and related
risk factors may differ for each Fund. For a further description of such
investments and related risks, please consult the Statement of Additional
Information of the applicable Fund.

Fundamental Investment Restrictions

Both Funds have adopted certain fundamental investment restrictions that
may not be changed without the affirmative vote of the holders of a majority of
the outstanding voting securities (as defined in the 1940 Act) of that Fund (a
"Majority Shareholder Vote"), which as used herein means the vote of the lesser
of (i) voting securities representing 67% or more of the voting power of the
Fund present at a meeting at which the holders of voting securities representing
more than 50% of the voting power of the Fund are present or represented by
proxy, or (ii) voting securities representing more than 50% of the voting power
of the Fund. The term "voting securities" as used in this paragraph has the same
meaning as in the 1940 Act. The fundamental investment restrictions of each of
the Funds are the same, and are as follows:

1. The Funds may not make loans to other persons if such loans are
specifically prohibited by the 1940 Act or the rules and regulations
thereunder.

2. The Funds may not issue any senior security (as that term is defined
in the 1940 Act) if such issuance is specifically prohibited by the
1940 Act or the rules and regulations thereunder.

3. The Funds may not borrow money if such borrowing is specifically
prohibited by the 1940 Act or the rules and regulations thereunder.

4. The Funds may not underwrite securities issued by other persons,
except that all or any portion of the assets of each Fund may be
invested in one or more investment companies, to the extent not
prohibited by the 1940 Act or the rules and regulations thereunder,
and except in so far as a Fund may technically be deemed an
underwriter under the Securities Act in selling a security.

5. The Funds may not concentrate their investments in any particular
industry, but if it is deemed appropriate for the achievement of a
Fund's investment objective, up to 25% of its assets, at market value
at the time of each investment, may be invested in any one industry,
except that this restriction does not apply to positions in futures
contracts. Obligations issued or guaranteed by the U.S. Government,
its agencies and instrumentalities, and obligations of domestic
branches of domestic banks, are not included in this limit.

6. The Funds may not purchase or sell real estate (excluding securities
secured by real estate or interests therein), or interests in oil, gas
or mineral leases in the ordinary course of business; each Fund
reserves the freedom of action to hold and to sell real estate
acquired as a result of the ownership of securities by the Fund.

As diversified Funds, each Fund must invest at least 75% of its assets in
cash and cash items, U.S. Government securities, investment company securities
and other securities limited as to any one issuer to not more than 5% of the
Fund's total assets and not more than 10% of the voting securities of the
issuer.

Non-Fundamental Investment Restrictions

In addition to the fundamental restrictions described above, each Fund is
subject to the following non-fundamental investment restriction that may be
changed at any time by the Board without shareholder approval:

No more than 15% of the net assets of each Fund, will be invested in
illiquid securities. Private Placements which may be traded pursuant to
Rule 144A under the Securities Act will not be subject to this limitation
if the Trust's Board of Trustees or the investment adviser finds that a
liquid trading market exists for these securities.

In addition, as a non-fundamental investment policy, the Acquiring Fund
will invest, under normal market conditions, at least 80% of the value of its
net assets in equity securities. This policy may be changed by the Board of
Trustees of the Acquired Fund with at least 60 days' notice to shareholders
prior to any such change.

For additional information, you should consult the Prospectus and Statement
of Additional Information of the applicable Fund.

THE PROPOSED TRANSACTION

Description Of The Plan

As described above, the Plan provides that substantially all of the assets
and all of the liabilities of the Acquired Fund will be transferred to the
Acquiring Fund. In exchange for the transfer of those assets and liabilities,
the Acquired Fund will receive shares of the Acquiring Fund ("Reorganization
Shares"). Reorganization Shares of the Acquiring Fund so received will then be
distributed to the shareholders of the Acquired Fund in complete liquidation of
the Acquired Fund, and the Acquired Fund will be terminated. The Acquired Fund
issues only Standard Class shares, and will receive Standard Class shares of the
Acquiring Fund in this transaction.

As a result of the Reorganization, each shareholder of the Acquired Fund
will receive that number of full and fractional Standard class shares of the
Acquiring Fund having an aggregate net asset value equal to the aggregate net
asset value of the shareholder's shares of the Acquired Fund held on the Closing
Date. The Acquiring Fund will establish an account for each Acquired Fund
shareholder that will reflect the number and class of shares of the Acquiring
Fund distributed to that shareholder. The Acquiring Fund's shares issued in the
Reorganization will be in uncertificated form.

Until the Closing Date, shareholders of the Acquired Fund will, of course,
continue to be able to redeem their shares by sending a redemption request in
proper form to the Acquired Fund's transfer agent. Redemption requests received
by the Acquired Fund's transfer agent after the closing of the Reorganization
will be treated as requests received for the redemption of shares of the
Acquiring Fund.

The obligations of the Acquired Fund and the Acquiring Fund under the Plan
are subject to various conditions, as stated therein. Among other things, the
Plan requires that the Reorganization shares be duly registered in conformity
with applicable law. The Acquired Fund and the Acquiring Fund are in the process
of making the necessary filings.

To provide against unforeseen events, the Plan may be terminated or amended
prior to the Closing Date by action of the Trustees, in each case
notwithstanding the approval of the Plan by the shareholders of the Acquired
Fund. However, after the Plan and the Reorganization have been approved by the
requisite shareholders of the Acquired Fund, no amendment may have the effect of
changing the provisions for determining the value of Acquiring Fund Shares to be
paid to the Acquired Fund's shareholders under the Plan to the detriment of the
Acquired Fund's shareholders without further shareholder approval. The Board may
waive any condition to the consummation of the Plan if, in its judgment such
waiver will not have a material adverse effect on the interests of the
shareholders of the Funds.

Each Fund will pay its own costs and expenses associated with the
Reorganization, including costs of soliciting proxies. Shareholders have no
rights of appraisal.

Reasons for the Proposed Transaction

At a meeting of the Board of Trustees of Citizens Funds held on August 18,
2003, the Trustees, considered materials discussing the potential benefits to
the shareholders of the Acquired Fund if the Acquired Fund were to reorganize
with and into the Acquiring Fund. For the reasons discussed below, the Board of
Trustees of Citizens Funds, including a majority of the Non-Interested Trustees,
has determined that the proposed Reorganization is in the best interests of the
Acquired Fund and its shareholders and that the interests of the Acquired Fund
shareholders will not be diluted as a result of the proposed Reorganization.

The Trustees believe that the Acquired Fund and its shareholders will
benefit from the proposed Reorganization for the following reasons:

Prospects; Fees and Expenses

The Trustees noted that the Acquired Fund is significantly smaller than the
Acquiring Fund and has fewer prospects for growth. They also noted that the Fund
has failed to attract any significant assets since its launch, and that this
situation is showing no signs of changing. As a result, the Acquired Fund may
not be able to reduce its operating expenses in the future and may find it
increasingly difficult to achieve competitive investment results. The Trustees
also noted that the total annual operating expenses of the Standard class shares
of the Acquiring Fund are less than the total annual operating expenses of the
Standard class shares of the Acquired Fund.

Investment Objectives and Investment Strategies

The proposed combination of the Acquired Fund into the Acquiring Fund will
allow the shareholders of the Acquired Fund to continue to participate in a
professionally managed portfolio governed by the same investment objective and
similar investment policies. The Trustees noted that both Funds invest
significantly in equity securities of foreign issuers. The Trustees of the
Acquired Fund noted that although there were some differences in the investment
strategies of the Funds, the Acquiring Fund provides investments in foreign
securities, albeit to a lesser extent than the Acquired Fund.

The Board of Trustees, in recommending the proposed transaction, considered
a number of factors, including the following:

a) the compatibility of the Acquired Fund's investment objective,
policies and restrictions with those of the Acquiring Fund;

b) the advisory, distribution, and other servicing arrangements of the
Acquiring Fund;

c) the tax-free nature of the Reorganization;

d) the terms and conditions of the Reorganization and that it should not
result in a dilution of Acquired Fund shareholder interests;

e) the level of costs and expenses to the Acquired Fund of the
Reorganization;

f) the lower total annual expense ratios of the Acquiring Fund as
compared to the Acquired Fund;

g) a variety of alternatives potentially available to the Acquired Fund,
including maintaining the status quo or liquidating the Acquired Fund;
and
h) the historic performance of the Acquired and the Acquiring Funds.

Due to a combination of factors, including those described above, the Board
of Trustees believes that the Acquired Fund and its shareholders would benefit
from a tax-free reorganization with the Acquiring Fund. ACCORDINGLY, IT IS
RECOMMENDED THAT THE SHAREHOLDERS OF THE ACQUIRED FUND APPROVE THE
REORGANIZATION WITH THE ACQUIRING FUND.

Description of the Securities to be Issued

The Acquiring Fund is a diversified series of Citizens Funds, which was
organized as a business trust under the laws of the Commonwealth of
Massachusetts on November 18, 1982, and is registered with the Securities and
Exchange Commission as an open-end management investment company. Pursuant to
Citizens Funds' Declaration of Trust, Trustees have authorized the issuance of
fourteen series of shares (or funds), including the Acquiring Fund.

The Acquiring Fund currently offers three different classes of shares:
Standard, Institutional and Administrative Share classes. Shares of each class
of the Acquiring Fund represent interests in the Acquiring Fund in proportion to
each share's net asset value. The per share net asset value of each class of
shares in the Acquiring Fund is calculated separately and may differ among
classes as a result of the differences in distribution and service fees payable
by the classes and the allocation of certain incremental class-specific expenses
to the appropriate class to which such expenses apply.

All shares of the Acquiring Fund have the same voting rights, except that
shares of the Acquiring Fund and the shares of the other series offered by
Citizens Funds are entitled to vote separately to approve advisory agreements or
changes in investment policy, but shares of the Acquiring Fund and the shares of
the other series offered by Citizens Funds may vote together in the election or
selection of Trustees and accountants for Citizens Funds. In matters affecting
only a particular series or class only shares of that particular series or class
are entitled to vote.

Each shareholder of the Acquiring Fund is entitled to cast, at all meetings
of shareholders on items on which that shareholder is entitled to vote, one vote
for each dollar of net asset value of the fund attributable to that share. This
type of voting is called dollar-weighted voting. Dollar-weighted voting is
important on matters where the funds in Citizens Funds vote together. This kind
of voting would match a shareholder's economic interest in Citizens Funds with
the shareholder's voting powers, and would prevent a shareholder who holds many
shares with a relatively low price per share from having disproportionately
large voting powers.

All shares of the Acquiring Fund will, when issued, be fully paid and
nonassessable. Citizens Funds is not required to hold, and has no present
intention of holding, annual meetings of shareholders but Citizens Funds will
hold special meetings of shareholders when in the judgment of the Trustees it is
necessary or desirable to submit matters for a shareholder vote.

The shares of the Acquiring Fund and the shares of the other series offered
by Citizens Funds have non-cumulative voting rights in the election of Trustees.
This means that the holders of shares representing more than 50% of the voting
power of the Fund voting for the election of Trustees can elect 100% of the
Trustees, if they choose to do so. In such event, the holders of shares
representing less than 50% of the voting power of the Fund will not be able to
elect any person or persons to the Board of Trustees.

Federal Income Tax Consequences

The Reorganization is conditioned upon the receipt by each of the Acquiring
Fund and the Acquired Fund of an opinion from Bingham McCutchen LLP,
substantially to the effect that, based upon certain facts, assumptions and
representations of the parties, for federal income tax purposes: (i) the
transfer to the Acquiring Fund of all of the assets of the Acquired Fund in
exchange solely for Reorganization Shares and the assumption by the Acquiring
Fund of all of the liabilities of the Acquired Fund, followed by the
distribution of such Reorganization Shares to the shareholders of the Acquired
Fund in exchange for their shares of the Acquired Fund in complete liquidation
of the Acquired Fund, will constitute a "reorganization" within the meaning of
Section 368(a) of the Code, and the Acquiring Fund and the Acquired Fund will
each be "a party to a reorganization" within the meaning of Section 368(b) of
the Code; (ii) no gain or loss will be recognized by the Acquired Fund upon the
transfer of the Acquired Fund's assets to the Acquiring Fund solely in exchange
for the Reorganization Shares and the assumption by the Acquiring Fund of the
liabilities of the Acquired Fund or upon the distribution of the Reorganization
Shares to the Acquired Fund's shareholders in exchange for their shares of the
Acquired Fund, except for (a) gain or loss that may be recognized on the
transfer of "section 1256 contracts" as defined in section 1256(b) of the Code
and (b) gain that may be recognized on the transfer of stock in a "passive
foreign investment company" as defined in section 1297(a) of the Code; (iii) the
basis of the assets of the Acquired Fund in the hands of the Acquiring Fund will
be the same as the basis of such assets in the hands of the Acquired Fund
immediately prior to the transfer increased by the amount of gain (or decreased
by the amount of loss), if any, recognized by the Acquired Fund upon the
transfer; (iv) the holding period of the assets of the Acquired Fund in the
hands of the Acquiring Fund (other than assets with respect to which gain or
loss is required to be recognized) will include the period during which such
assets were held by the Acquired Fund; (v) no gain or loss will be recognized by
the Acquiring Fund upon the receipt of the assets of the Acquired Fund solely in
exchange for Reorganization Shares and the assumption by the Acquiring Fund of
all of the liabilities of the Acquired Fund; (vi) no gain or loss will be
recognized by the shareholders of the Acquired Fund

upon the receipt of Reorganization Shares solely in exchange for their shares of
the Acquired Fund as part of the transaction; (vii) the basis of Reorganization
Shares received by each shareholder of the Acquired Fund will be, in the
aggregate, the same as the basis, in the aggregate, of the shares of the
Acquired Fund exchanged therefor; and (viii) the holding period of
Reorganization Shares received by each shareholder of the Acquired Fund will
include the holding period during which the shares of the Acquired Fund
exchanged therefor were held, provided that at the time of the exchange the
shares of the Acquired Fund were held as capital assets in the hands of such
shareholder.

The Acquired Fund will, as described above, distribute substantially all of
its investment company taxable income, if any, and realized net capital gain
(including any income or gain recognized in the Reorganization, as described
above) to its shareholders as one or more taxable dividends on or immediately
prior to the Closing Date. However, the Acquiring Fund will not make such a
distribution on or immediately prior to the Closing Date. As a result, when the
Acquiring Fund subsequently makes a similar distribution or distributions to its
shareholders, including the former Acquired Fund shareholders who receive
Reorganization Shares of the Acquiring Fund, those former Acquired Fund
shareholders will effectively be receiving a return of a portion of their
capital investment in the Acquiring Fund in the form of a taxable dividend.

While the Acquiring Fund is not aware of any adverse state or local tax
consequences of the proposed Reorganization, the Fund has not requested any
ruling or opinion with respect to such consequences and shareholders should
consult their own tax advisers with respect to such matters.

Liquidation and Termination of the Acquired Fund

If the Reorganization is effected, the Acquired Fund will be liquidated and
terminated, and the Fund's outstanding shares will be cancelled.

Portfolio Securities

If the Reorganization is effected, the Acquired Fund will transfer its
portfolio securities to the Acquiring Fund. If the Reorganization is effected,
Citizens Advisers will analyze and evaluate the portfolio securities of the
Acquired Fund being transferred to the Acquiring Fund. Consistent with the
Acquiring Fund's investment objectives and policies, any restrictions imposed by
the Code and the best interests of the Acquiring Fund's shareholders (including
former shareholders of the Acquired Fund), Citizens Advisers will determine
whether to maintain an investment in these portfolio securities. Subject to
market conditions, the disposition of portfolio securities may result in a
capital gain or loss. The actual tax consequences of any disposition of
portfolio securities will vary depending upon the specific securities being
sold.

Portfolio Turnover

The portfolio turnover rate for the Acquired Fund for its fiscal year ended
June 30, 2003 was 90.26%. The portfolio turnover rate for the Acquiring Fund for
its fiscal year ended June 30, 2003 was 42.05%. In the past, the portfolio
turnover rates for each Fund have been higher. For a discussion of the risks
relating to portfolio turnover, see "Principal Investments and Risk Factors."

Pro Forma Capitalization

Because the Acquired Fund will be combined in the Reorganization with the
Acquiring Fund, the total capitalization of the Acquiring Fund after such
reorganization is expected to be greater than the current capitalization of the
Acquired Fund. The following table sets forth as of June 30, 2003: (a) the
capitalization of the Acquired Fund and the Acquiring Fund, and (b) the pro
forma capitalization of the Acquiring Fund as adjusted to give effect to the
Reorganization. If the Reorganization is consummated, the capitalization of the
Acquired Fund and the Acquiring Fund is likely to be different as a result of
daily share purchase and redemption activity.

Total Net Assets Shares Outstanding Net Asset Values Per Share
---------------- ------------------ --------------------------

Acquired Fund
Standard Class $2,841,836 464,342 $6.12

Acquiring Fund
Standard Class $101,846,160 7,608,736 $13.39

Institutional Class $6,687,767 489,889 $13.65

Administrative Class $2,058,632 152,420 $13.51

Pro Forma Acquiring Fund
Standard Class $104,687,996 7,820,972 $13.39

Institutional Class $6,687,767 489,889 $13.65

Administrative Class $2,058,632 152,420 $13.51

Performance

Performance shown below is as of December 31, 2002 and is based on
historical earnings. Past performance does not necessarily indicate how the
Funds will perform in the future.

The bar chart below shows the performance of each Fund's Standard Class
shares for each of the full calendar years indicated. Performance for other
share classes would have different performance because of their different
expenses. All figures assume distributions were reinstated.

The bar chart provides an indication of the risks of investing in each Fund
by showing changes in the Fund's performance from year to year.

ANNUAL TOTAL RETURNS (For the calendar years indicated)

- -------------------------------------------------------------------------------------------------------------------

Acquired N/A N/A N/A N/A N/A N/A (26.87)% (19.81)%
Fund
- -------------------------------------------------------------------------------------------------------------------
Acquiring 13.74% 13.16% 19.91% 32.26% 74.09% (19.37)% (29.02)% (21.43)%
Fund
- -------------------------------------------------------------------------------------------------------------------
1995 1996 1997 1998 1999 2000 2001 2002
- -------------------------------------------------------------------------------------------------------------------

CALENDAR YEARS ENDED DECEMBER 31

Acquired Fund Acquiring Fund
------------- --------------

Quarterly Returns (for the years covered by the bar chart):

Highest: .......................................................... 7.71% in 46.07% in
4th quarter of 2002 4th quarter of 1999

Lowest: ........................................................... (19.02)% in (20.94)% in the
3rd quarter of 2002 1st quarter of 2001

The tables below compare the before- and after-tax average annual total
return of each Fund for the periods shown with that of the MSCI EAFE Index, a
broad-based, unmanaged index of foreign stocks, in the case of the Acquired
Fund, and MSCI World Index, an unmanaged market capitalization-weighted index
designed to represent the performance of the world's developed stock markets, in
the case of the Acquiring Fund. After-tax returns are calculated using the
highest historical individual federal marginal income tax rates and do not
reflect the impact of state and local taxes. Actual after-tax returns depend
upon an individual investor's tax situation and may differ from those shown.
After-tax returns shown are not relevant to investors who hold their fund shares
through tax-deferred arrangements such as 401(k) plans or individual retirement
accounts. These tables also compare the before-tax average annual total returns
for the other classes of the Acquiring Fund with those of the MSCI World Index.
Each Fund's past performance, before and after taxes, is not necessarily an
indication of how the Fund will perform in the future. After-tax returns are
only for Standard Class shares and the after-tax returns for other classes will
vary.

Average Annual Returns Of The Acquired Fund
Calendar Year Ended December 31, 2002

One Since Inception
Year Inception Date
---- --------- ---------
Standard Class Shares

Return before taxes (19.81)% (23.08)% 12/20/00

Return after taxes on (19.81)% (23.08)%
distributions

Return after taxes on (12.16)% (17.93)%
distributions and sale
of Fund shares

MSCI EAFE Index* (15.94)% (17.79)%

* Index performance reflects no deduction for fees, expenses or taxes.

Average Annual Returns Of The Acquiring Fund
Calendar Year Ended December 31, 2002

One Five Since Inception
Year Years Inception Date
---- ----- --------- ---------
Standard Class Shares

Return before taxes (21.43)% 0.70% 5.09% 02/08/94

Return after taxes on
distributions
(21.43)% (0.14)% 4.33%
Return after taxes on
distributions and sale
of Fund shares (13.16)% 0.55% 4.06%

Other Classes
(Return before taxes
only)

Institutional Class (20.96)% (13.98)% 11/01/99

One Five Since Inception
Year Years Inception Date
---- ----- --------- ---------

Administrative Class (21.25)% (25.95)% 02/04/00

MSCI World Index* (19.89)% (2.11)% 4.16% **02/08/94

*Index performance reflects no deduction for fees, expenses or taxes.

** The total returns of the MSCI World Index since the inception of each of the
Institutional and Administrative Class shares is (13.02)% and (16.31)%,
respectively.

VOTING INFORMATION

General Information

The Board of Trustees of Citizens Funds is furnishing this Proxy
Statement/Prospectus in connection with the solicitation of proxies for a
Special Meeting of Shareholders of the Acquired Fund at which shareholders will
be asked to consider and approve the proposed Plan with respect to the Acquired
Fund.

It is expected that the solicitation of proxies will be primarily by mail.
Officers and service contractors of the Acquired Fund and Acquiring Fund may
also solicit proxies and voting instructions by telephone or otherwise. ADP
Investor Communication Services has been retained to assist in the solicitation
of proxies, at a cost of approximately $3,500.00. Shareholders may vote (1) by
mail by marking, signing, dating and returning the enclosed proxy card(s) in the
enclosed postage-paid envelope, (2) by fax, (3) by touch-tone voting over the
telephone, or (4) via the internet.

Any shareholder of the Acquired Fund giving a proxy has the power to revoke
it by submitting a written notice of revocation to the Acquired Fund or by
attending the Special Meeting and voting in person. All properly executed
proxies received in time for the Special Meeting will be voted as specified in
the proxy card or, if no specification is made, in favor of the proposals
referred to in this Proxy Statement/Prospectus.

Quorum; Vote Required to Approve Proposal

The holders of shares representing thirty percent (30%) of the voting power
of the outstanding shares entitled to vote present in person or by proxy shall
constitute a quorum at any meeting of the shareholders for the transaction of
business by the Acquired Fund. In the absence of a quorum, any lesser number of
outstanding shares entitled to vote present in person or by proxy may adjourn
the meeting from time to time until a quorum shall be present.

For the purposes of establishing whether a quorum is present at the Special
Meeting, all shares present and entitled to vote, including abstentions and
broker non-votes, shall be counted. Broker non-votes are proxies received by the
Acquired Fund from brokers or nominees when the broker or nominee has neither
received instructions from the beneficial owner or other persons entitled to
vote nor has discretionary power to vote on a particular matter.

In the event that sufficient votes in favor of the Plan are not received by
November 21, 2003, the persons named as appointed proxies on the enclosed proxy
card may propose one or more adjournments of the Special Meeting to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the shares present in person or
by proxy at the session of the Special Meeting to be adjourned. The persons
named as appointed proxies on the enclosed proxy card will vote in favor of any
such adjournment those proxies required to be voted in favor of the Plan. They
will vote against any such adjournment those proxies required to be voted
against the Plan. The costs of any additional solicitation and of any
adjournment session will be borne by the Acquired Fund.

The Plan must be approved by the vote of (a) 67% or more of the voting
securities of the Fund present at the meeting, if the holders of more than 50%
of the outstanding voting securities of the Fund are present or represented by
proxy; or (b) more than 50% of the outstanding voting securities of the Fund,
whichever is less (Abstentions and broker non-votes will have the effect of a
"no" vote on the proposal to approve the Plan).

Outstanding Shareholders

Holders of record of the shares of the Acquired Fund at the close of
business on September 30, 2003 (the "Record Date") will be entitled to one vote
per share on any matter on which they are entitled to vote at the Special
Meeting. As of July 31, 2003, there were 480,942.769 outstanding Standard Class
of the Acquired Fund.

The table below shows the name, address and share ownership of each person
known to the Acquired Fund to own 5% or more of the shares of the Acquired Fund
as of July 31, 2003. The table also indicates the percentage of the Acquired
Fund's shares that would be owned by such persons upon consummation of the
Reorganization on the basis of present holdings and commitments. The type of
ownership of each person listed below is record ownership.

- -----------------------------------------------------------------------------------
Type of Percentage Pro Forma
Name and Address Class Ownership Ownership Percentage
- -----------------------------------------------------------------------------------

Charles Schwab & Co., Inc.
101 Montgomery St. Standard Record 35.59% 41.49%
San Francisco, CA 941044122
- -----------------------------------------------------------------------------------
National Financial Serv. Corp.
of Our Customers
Attn: Glen Luke Standard Record 5.48% 7.29%
200 Liberty St.
New York, NY 102811003
- -----------------------------------------------------------------------------------
Jane B. Dunaway
Jane B. Dunaway Revocable
Living Trust Standard Record and 12.59% 0.36%
P.O. Box S Beneficial
PMB NO3563
Carmel, CA 939210589
- -----------------------------------------------------------------------------------

The table below shows the name, address and share ownership of each person
known to the Acquiring Fund to own 5% or more of the shares of the Acquiring
Fund as of July 31, 2003. The table also indicates the percentage of the
Acquiring Fund's shares that would be owned by such persons upon consummation of
the Reorganization on the basis of present holdings and commitments. The type of
ownership of each person listed below is record ownership.

- -------------------------------------------------------------------------------------------------------------------
Pro Forma
Type of Percentage Percentage Ownership
Name and Address Class Ownership Ownership Post-Reorganization
- -------------------------------------------------------------------------------------------------------------------

Charles Schwab & Co., Inc.
Attn Mutual Funds Standard Record 40.64% 41.49%
101 Montgomery St.
San Francisco, CA 94104-4122
- -------------------------------------------------------------------------------------------------------------------

National Financial Serv. Corp.
1 World Financial Center
Attn Glen Luke Standard Record 7.16% 7.29%
200 Liberty St.
New York, NY 102811003
- -------------------------------------------------------------------------------------------------------------------
Chase Manhattan Bank
National Wholesale Druggists Association
One Chase Square Administrative Record 6.57% 6.57%
Rochester, NY 14643
- -------------------------------------------------------------------------------------------------------------------
Chase Manhattan Bank NA
Advanced Home Care 403B
One Chase Square Administrative Record 5.26% 5.26%
Rochester, NY 14643
- -------------------------------------------------------------------------------------------------------------------
ING National Trust
151 Farmington Ave. Administrative Record 63.88% 63.88%
Hartford, CT 06156
- -------------------------------------------------------------------------------------------------------------------
Charles Schwab & Co., Inc.
Attn Mutual Funds
101 Montgomery St. Institutional Record 8.14% 8.14%
San Francisco, NH 941044122
- -------------------------------------------------------------------------------------------------------------------
D.R. Phillips, Inc.
P.O. Box 3753 Record and
60 West Robinson St. Institutional Beneficial 19.35% 19.35%
Orlando, FL 32801
- -------------------------------------------------------------------------------------------------------------------
Fidelity Investments
Institutional Operations Co., Inc.
As Agent for Certain Employee Bene Plan Institutional Record 20.66% 20.66%
100 Magellan Way
Covington, KY 41015
- -------------------------------------------------------------------------------------------------------------------
WEA Tax Sheltered Annuity Trust
45 Nob Hill Rd. Institutional Record 18.36% 18.36%
Madison, WI 53713
- -------------------------------------------------------------------------------------------------------------------
SEI Trust Company
C/O Laird Norton
One Freedom Valley Drive Institutional Record 11.16% 11.16%
Oaks, PA 19456
- -------------------------------------------------------------------------------------------------------------------
Turtle Co.
C/O State Street Bank Record and
P.O. Box 9427 Institutional Beneficial 8.51% 8.51%
Boston, MA 022099427
- -------------------------------------------------------------------------------------------------------------------
Goulstorrs & Co., Inc.
C/O Goulston & Storrs, P.C. Record and
400 Atlantic Ave. Institutional Beneficial 10.70% 10.70%
Boston, MA 021103333
- -------------------------------------------------------------------------------------------------------------------

As of July 31, 2003, the Trustees and officers of the Acquired Fund owned
less than 1% of any class of the Acquired Fund's outstanding shares. As of July
31, 2003, the Trustees and officers of the Acquiring Fund owned less than 1% of
any class of the Acquiring Fund's outstanding shares.

ADDITIONAL INFORMATION ABOUT THE FUNDS

As noted above, additional information about the Acquired Fund, the
Acquiring Fund and the Reorganization has been filed with the Securities and
Exchange Commission and may be obtained without charge by writing or calling the
Acquired Fund, 230 Commerce Way, Portsmouth, NH 03801, telephone number (603)
436-1512 or the Acquiring Fund, 230 Commerce Way, Portsmouth, NH 03801,
telephone number (603) 436-1512. Information included in this Proxy
Statement/Prospectus concerning the Acquired Fund and the Acquiring Fund was
provided by Citizens Funds, on behalf of each Fund.

Each Fund files reports, proxy materials and other information about the
applicable Fund with the Securities and Exchange Commission. Such reports, proxy
material and other information can be inspected and copied at the Public
Reference Room maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of such material can also be obtained from the
Public Reference Branch, Office of Consumer Affairs and Information Services,
Securities and Exchange Commission, 450 Fifth Street, N.W., Washington D.C.
20549 at prescribed rates or without charge from the Commission at
publicinfo@sec.gov.

OTHER MATTERS

No Trustee is aware of any matters that will be presented for action at the
Special Meeting other than the matters set forth herein. Should any other
matters requiring a vote of shareholders arise, the proxy in the accompanying
form will confer upon the person or persons entitled to vote the shares
represented by such proxy the discretionary authority to vote the shares as to
any such other matters in accordance with their best judgment in the interest of
the Acquired Fund.

Please complete, sign and return the enclosed proxy card promptly. No
postage is required if mailed in the United States. You may also cast your vote
by fax, the internet or telephone.

EXHIBIT A

FORM OF PLAN OF REORGANIZATION

THIS PLAN OF REORGANIZATION is dated as of ____________, 2003 ("Plan"), and
has been adopted by the Board of Trustees ("Board") of Citizens Funds, a
Massachusetts business trust ("Trust") to provide for the acquisition of all of
the assets of the Citizens International Growth Fund ("Selling Fund") by the
Citizens Global Equity Fund ("Acquiring Fund"), in exchange solely for Standard
Class shares of the Acquiring Fund ("Acquiring Fund Shares") and the assumption
by the Acquiring Fund of all of the liabilities of the Selling Fund, and the
distribution of the Acquiring Fund Shares to the shareholders of the Selling
Fund in complete liquidation of the Selling Fund, all as provided herein
("Reorganization"). The Selling Fund and the Acquiring Fund are sometimes
referred to collectively, as the "Funds" and individually, as a "Fund."

PRELIMINARY STATEMENTS

A. The Selling Fund and the Acquiring Fund are each series of the Trust,
which is an open-end management investment company registered under
the Investment Company Act of 1940 ("1940 Act"). Each of the Selling
Fund and the Acquiring Fund is a regulated investment company under
Section 851 of the Internal Revenue Code of 1986, as amended ("Code").

B. The Board has determined that the Reorganization is in the best
interests of each Fund and that the interests of the existing
shareholders of each Fund would not be diluted as a result of the
Reorganization.

C. This Plan is intended to be and is adopted as a plan of reorganization
within the meaning of Section 368(a) of the Code.

PROVISIONS

1. Plan of Reorganization. As of the Effective Time (as that term is
defined in Section 5), the Selling Fund will assign, deliver, and otherwise
transfer all of its assets, free and clear of all liens, encumbrances and
adverse claims, and assign all liabilities to the Acquiring Fund. The Acquiring
Fund shall acquire these assets and shall assume these liabilities in exchange
for a number of full and fractional Standard Class shares of the Acquiring Fund
equivalent in value to the net assets of the Selling Fund immediately prior to
the Effective Time.

All debts, liabilities, obligations and duties of the Selling Fund, to the
extent that they exist at or after the Effective Time, shall after the Effective
Time, attach to the Acquiring Fund and may be enforced against the Acquiring
Fund to the same extent as if the same had been incurred by the Acquiring Fund.
If the Selling Fund is unable to make delivery of any of its portfolio
securities pursuant to this Section to the Acquiring Fund because any of such
securities purchased by the Selling Fund have not yet been delivered to it by
the Selling Fund's broker or brokers, then, in lieu of such delivery, the
Selling Fund shall deliver to the Acquiring Fund, with respect to these
securities, executed copies of an agreement of assignment and due bills executed
on behalf of the broker or brokers, together with any other documents as may be
required by the Acquiring Fund, including brokers' confirmation slips.

2. Transfer of Assets. The assets of the Selling Fund to be acquired by the
Acquiring Fund shall include, without limitation, all cash, cash equivalents,
securities, receivables (including interest and dividends receivable), goodwill,
and intangible property, and deferred or prepaid expenses, as well as any claims
or rights of action or rights to register shares under applicable securities
laws, any books or records of the Selling Fund, and other property owned by the
Selling Fund as of the Effective Time. The Acquiring Fund shall assume all
liabilities of the Selling Fund, whether accrued or contingent, existing at the
Effective Time.

3. Liquidation of the Selling Fund. At or as soon as practicable prior to
the Effective Time, the Selling Fund will declare and pay to its shareholders of
record one or more dividends or distributions sufficient to distribute
substantially all of its investment company taxable income (prior to any
deduction for dividends paid) and net

capital gain, if any, for its taxable year ending at the Effective Time.
Immediately after the transfer of assets provided for in Sections 1 and 2, the
Selling Fund will distribute to its shareholders of record the Acquiring Fund
Shares received by the Selling Fund pursuant to Section 1, in exchange for all
of the issued and outstanding shares of the Selling Fund ("Selling Fund
Shares"), and will completely liquidate. This distribution and liquidation will
be accomplished by the transfer of the Acquiring Fund Shares then credited to
the account of the Selling Fund on the books of the Acquiring Fund to open
accounts on the share records of the Acquiring Fund in the names of the
shareholders of record of the Selling Fund and representing in each case the
number of Acquiring Fund Shares due that shareholder.

4. Conditions of the Reorganization. Consummation of this Plan is subject
to the following conditions:

(a) Shares to be Issued upon Reorganization. The Acquiring Fund Shares to
be issued in connection with the Reorganization will be duly registered in
conformity with applicable federal and state securities laws.

(b) Marketable Title to Assets. The Selling Fund will have, as of the
Effective Time, good and marketable title to, and full right, power and
authority to sell, assign, transfer, and deliver, the assets to be transferred
to the Acquiring Fund. Upon delivery and payment for these assets, the Acquiring
Fund will have good and marketable title to the assets without restriction on
the transfer of the assets, and the assets shall be free and clear of all liens,
encumbrances, and adverse claims.

(c) Taxes. As of the Effective Time, all federal and other tax returns and
reports of each Fund required by law to have been filed shall have been filed,
and all other taxes shall have been paid so far as due, or provision shall have
been made for the payment of them. Each Fund shall have met the requirements of
Subchapter M of the Code for qualification as a regulated investment company,
and shall have elected to be treated as such, for each taxable year of its
existence (including, with respect to the Selling fund, the taxable year ending
at the Effective Time).

(d) The Trust shall have received on or before the Effective Time an
opinion of counsel satisfactory to the Trust, based upon customary
representations and assumptions, substantially to the effect that for federal
income tax purposes:

(1) The transfer of substantially all of the assets of the Acquiring
Fund in exchange solely for Acquiring Fund Shares and the
assumption by the Acquiring Fund of certain liabilities of the
Selling Fund, followed by the distribution of the Acquiring Fund
Shares to the shareholders of the Selling Fund in exchange for
their Selling Fund Shares in complete liquidation of the Selling
Fund will constitute a "reorganization" within the meaning of
Section 368(a) of the Code;

(2) Each of the Acquiring Fund and the Selling Fund will be a "party
to a reorganization" within the meaning of Section 368(b) of the
Code;

(3) No gain or loss will be recognized by the Selling Fund upon the
transfer of its assets in exchange solely for Acquiring Fund
Shares and the assumption by the Acquiring Fund of the Selling
Funds liabilities, except for (i) gain or loss that may be
recognized on the transfer of "section 1256 contracts" as defined
in Section 1256(b) of the Code and (ii) gain that may be
recognized on the transfer of stock in a "passive foreign
investment company" as defined in section 1297(a) of the Code;

(4) No gain or loss will be recognized by the Acquiring Fund on its
receipt of the Selling Fund's assets in exchange for Acquiring
Fund Shares and the assumption by the Acquiring Fund of the
Selling Fund's liabilities;

(5) The basis of the Selling Fund's assets in the Acquiring Fund's
hands will be the same as the basis of those assets in the
Selling Fund's hands immediately before the Reorganization,
increased by the amount of gain (or decreased by the amount of
loss), if any, recognized by the Selling fund upon the transfer;

(6) The Acquiring Fund's holding period for the assets transferred to
the Acquiring Fund by the Selling Fund, other than assets with
respect to which gain or loss is required to be recognized, will
include the holding period of those assets in the Selling Fund's
hands immediately before the Reorganization;

(7) No gain or loss will be recognized by the Selling Fund's
shareholders as a result of the Selling Fund's distribution of
Acquiring Fund Shares to the Selling Fund's shareholders in
exchange for Selling Fund Shares;

(8) The basis of the Acquiring Fund Shares received by each Selling
Fund shareholder will be the same as the basis of the Selling
Fund Shares exchanged therefore; and

(9) The holding period of the Acquiring Fund Shares received by each
Selling Fund shareholder will include the holding period of the
Selling Fund Shares exchanged therefor, provided that such
Selling Fund Shares were held as capital assets.

(e) This Plan and the Reorganization shall have been approved by the
requisite vote of the shareholders of the Selling Fund in accordance with the
Trust's declaration of trust and by-laws and applicable law.

The Board shall have approved and adopted this Plan and shall have
authorized the issuance by the Acquiring Fund of Acquiring Fund Shares as of the
Effective Time in exchange for the assets of the Selling Fund pursuant to the
terms and provisions of this Plan.

(f) The Trust will not take any action or cause any action to be taken that
is inconsistent with the treatment of the Reorganization as a reorganization
within the meaning of Section 368(a) of the Code or would reasonably be expected
to result in the failure of the transaction to qualify as a reorganization with
the meaning of Section 368(a) of the Code.

5. Effective Time of the Reorganization. The exchange of the Selling Fund's
assets for corresponding Acquiring Fund Shares shall be as of the close of
market on __________________________, or at such other time and date as fixed by
the Board or any duly authorized officer of the Trust ("Effective Time").

6. Termination. This Plan and the transactions contemplated by this Plan
may be terminated and abandoned by resolution of the Board at any time prior to
the Effective Time. In the event of any such termination, there shall be no
liability for damages on the part of the Acquiring Fund, the Selling Fund, the
Trust, or the Trust's trustees or officers.

7. Amendment and Waiver. This Plan may be amended, modified, or
supplemented at any time upon authorization by the Board, without shareholder
approval; provided, that after the Plan and the Reorganization have been
approved by the requisite shareholders of the Selling Fund, no amendment may
have the effect of changing the provisions for determining the value of
Acquiring Fund Shares to be paid to the Selling Fund's shareholders under this
Plan to the detriment of the Selling Fund's shareholders without further
shareholder approval. The Board may waive any condition to the consummation of
this Plan if, in its judgment, such waiver will not have a material adverse
effect on the interests of the shareholders of the Acquiring Fund or the Selling
Fund.

8. Fees and Expenses. Each Fund shall be solely liable for its own expenses
incurred in connection with entering into and carrying out the transactions
contemplated by this Plan, whether or not the transaction contemplated hereby
are consummated.

9. Governing Law. This Plan shall be governed and construed in accordance
with the laws of the Commonwealth of Massachusetts.

PART B

STATEMENT OF ADDITIONAL INFORMATION

RELATING TO THE ACQUISITION BY

CITIZENS GLOBAL EQUITY FUND
(THE "ACQUIRING FUND"),
A SERIES OF CITIZENS FUNDS
230 Commerce Way
Portsmouth, NH 03801
(603) 436-1512

OF THE ASSETS OF

CITIZENS INTERNATIONAL GROWTH FUND
(THE "ACQUIRED FUND"),
A SERIES OF CITIZENS FUNDS
230 Commerce Way
Portsmouth, NH 03801
(603) 436-1512

Dated: _________________, 2003

This Statement of Additional Information is not a prospectus. A Proxy
Statement/Prospectus, dated _________________, 2003 relating to the
above-referenced matter may be obtained without charge by calling or writing the
Acquiring Fund at the telephone number or address set forth above. This
Statement of Additional Information should be read in conjunction with the Proxy
Statement/Prospectus. Each of the following documents accompanies this Statement
of Additional Information and is incorporated herein by reference:

1. Prospectus and Statement of Additional Information for the Acquired
Fund, dated August 29, 2003.

2. Prospectus and Statement of Additional Information for the Acquiring
Fund dated August 29, 2003.

3. Annual Report of the Acquired Fund and Acquiring Fund for the fiscal
year ended June 30, 2003.

GENERAL INFORMATION

This Statement of Additional Information relates to the proposed transfer
of substantially all of the assets and all of the liabilities of the Acquired
Fund to the Acquiring Fund, in exchange for shares of the Acquiring Fund (the
"Reorganization"). The shares issued by the Acquiring Fund will have an
aggregate net asset value equal to the aggregate net asset value of the shares
of the Acquired Fund that were outstanding immediately before the effective time
of the Reorganization.

After the transfer of substantially all of its assets and all of the
liabilities in exchange for the Acquiring Fund shares, the Acquired Fund will
distribute such shares to its shareholders in liquidation of the Acquired Fund.
Each shareholder owning shares of the Acquired Fund at the effective time of the
Reorganization will receive shares of the corresponding class from the Acquiring
Fund of equal value, and will receive any unpaid dividends or distributions that
were declared before the effective time of the Reorganization on shares of the
Acquired Fund. The Acquiring Fund will establish an account for each former
shareholder of the Acquired Fund reflecting the appropriate number of shares
distributed to such shareholder. These accounts will be substantially identical
to the accounts maintained by the Acquired Fund for each shareholder. Upon
completion of the Reorganization, all outstanding shares of the Acquired Fund
will have been redeemed and cancelled in exchange for shares distributed by the
Acquiring Fund, and the Acquired Fund will wind up its affairs and be terminated
as a series of Citizens

Funds under Massachusetts law.

For further information about the transaction, see the Proxy
Statement/Prospectus.

PRO FORMA FINANCIAL STATEMENTS (UNAUDITED)

Pro forma financial statements are not included because as
of___________________, 2003, the Acquired Fund's net assets did not exceed 10%
of the Acquiring Fund's net assets.

PART C: OTHER INFORMATION

Item 15. Indemnification

Reference is hereby made to (a) Article V of the Registrant's Declaration
of Trust, filed as an Exhibit to Amendment No. 52 to its Registration Statement
on Form N-1A; (b) Section 7 of the Registrant's Distribution Agreement with
Citizens Securities, Inc., filed as an Exhibit to Amendment No. 58 to its
Registration Statement on Form N-1A; and (c) the undertaking of the Registrant
regarding indemnification set forth in its Registration Statement on Form N-1A.

The Trustees and officers of the Registrant and the personnel of the
Registrant's adviser and distributor are insured under an errors and omissions
liability insurance policy. The Registrant and its officers are also insured
under the fidelity bond required by Rule 17g-1 under the Investment Company Act
of 1940.

Item 16. Exhibits

1. Amended and Restated Declaration of Trust
Incorporated by reference to Post-Effective Amendment No. 52 to the
Registrant's Registration Statement on Form N-1A (File No. 2-80886),
as filed with the Securities and Exchange Commission on August 31,
2001.

2. Amended and Restated By-Laws
Incorporated by reference to Post-Effective Amendment No. 52 to the
Registrant's Registration Statement on Form N-1A (File No. 2-80886),
as filed with the Securities and Exchange Commission on August 31,
2001.

3. Not Applicable.

4. Form of Plan of Reorganization is filed herewith as Exhibit A.

5. Not Applicable.

6. (a) Amended and Restated Management Agreement with Citizens Advisers,
Inc.
Incorporated by reference to Post-Effective Amendment No. 58 to the
Registrant's Registration Statement on Form N-1A (File No. 2-80886),
as filed with the Securities and Exchange Commission on June 13, 2003.

6. (b) Sub-Investment Advisory Agreement with SSgA Funds Management, Inc.
for Citizens Global Equity Fund
Incorporated by reference to Post-Effective Amendment No. 56 to the
Registrant's Registration Statement on Form N-1A (File No. 2-80886),
as filed with the Securities and Exchange Commission on August 30,
2002.

6. (c) Sub-Investment Advisory Agreement with SSgA Funds Management, Inc.
for Citizens International Growth Fund Incorporated by reference to
Post-Effective Amendment No. 56 to the Registrant's Registration
Statement on Form N-1A (File No. 2-80886), as filed with the
Securities and Exchange Commission on August 30, 2002.

7. Amended and Restated Distribution Agreement with Citizens Securities,
Inc.
Incorporated by reference to Post-Effective Amendment No. 58 to the
Registrant's Registration Statement on Form N-1A (File No. 2-80886),
as filed with the Securities and Exchange Commission on June 13, 2003.

8. Not Applicable.

9. (a) Custody Agreement with Fifth Third Bank
Incorporated by reference to Post-Effective Amendment No. 51 to the
Registrant's Registration Statement on Form N-1A (File No. 2-80886),
as filed with the Securities and Exchange Commission on July 9, 2001.

9. (b) Letter Incorporated by reference to Post-Effective Amendment No.
54 to the Registrant's Registration Statement on Form N-1A (File No.
2-80886), as filed with the Securities and Exchange Commission on
October 26, 2001.

9. (c) Amendment to Custody Agreement with Fifth Third Bank
Incorporated by reference to Post-Effective Amendment No. 56 to the
Registrant's Registration Statement on Form N-1A (File No. 2-80886),
as filed with the Securities and Exchange Commission on August 30,
2002.

10. Amended and Restated Distribution Plan
Incorporated by reference to Post-Effective Amendment No. 58 to the
Registrant's Registration Statement on Form N-1A (File No. 2-80886),
as filed with the Securities and Exchange Commission on June 13, 2003.

11. Opinion and Consent of Bingham McCutchen LLP is filed herewith.

12. Form of Opinion and Consent of Bingham McCutchen LLP as to tax matter
is filed herewith.

13. Not Applicable.

14. Consent of Auditor is filed herewith.

15. Not Applicable.

16. Incorporated by reference to Post-Effective Amendment No. 57 to the
Registrant's Registration Statement on Form N-1A (File No. 2-80886),
as filed with the Securities and Exchange Commission on October 31,
2002.

17. (a) Form of proxy card is filed herewith.

17. (b) Annual Report of the Global Equity Fund and International Growth
Fund, dated June 30, 2003 is incorporated herein by reference.

17. (c) Prospectus and Statement of Additional Information of the
International Growth Fund, dated August 29, 2003, are incorporated
herein by reference to Amendment No. 60 to Registrant's Registration
Statement on Form N-1A (File No. 2-80886), as filed with the
Securities and Exchange Commission on August 28, 2003.

17. (d) Prospectus and Statement of Additional Information of the Global
Equity Fund, dated August 29, 2003 are incorporated herein by
reference to Amendment No. 60 to Registrant's Registration Statement
on Form N-1A (File No. 2-80886), as filed with the Securities and
Exchange Commission on August 28, 2003.

Item 17. Undertakings

(1) The undersigned Registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is a part of
this Registration Statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act, the
reoffering prospectus will contain the information called for by the applicable
registration form for reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form.

(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to the
Registration Statement and will not be used until the amendment is effective,
and that, in determining any liability under the 1933 Act, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.

SIGNATURES

As required by the Securities Act of 1933, this Registration Statement has
been signed on behalf of the Registrant in the City of Portsmouth and the State
of New Hampshire on the ____ day of ____________________, 2003.

Citizens Funds
On behalf of Citizens Global Equity Fund

By: /s/ Sophia Collier
------------------------------------
Sophia Collier
President

As required by the Securities Act, this Registration Statement has been
signed by the following persons in the capacities indicated below on the ____
day of ____________________, 2003.

/s/ Sophia Collier Trustee, President, Principal Executive Officer
- ---------------------------
(Sophia Collier)

/s/ Sean P. Driscoll Treasurer
- ---------------------------
(Sean P. Driscoll)

/s/ Judy Belk* Trustee
- ---------------------------
(Judy Belk)

/s/ Walter D. Bristol, Jr.* Trustee
- ---------------------------
(Walter D. Bristol, Jr.)

/s/ Jeannie H. Diefenderfer* Trustee
- ---------------------------
(Jeannie H. Diefenderfer)

/s/ Pablo Eisenberg* Trustee
- ---------------------------
(Pablo Eisenberg)

/s/ Orlando Hernandez* Trustee
- ---------------------------
(Orlando Hernandez)

/s/ Mitchell Johnson*-- Trustee
- ---------------------------
(Mitchell Johnson)

/s/ Martha S. Pope* Trustee
- ---------------------------
(Martha S. Pope)

*By: /s/ Sean P. Driscoll
-------------------------------
Sean P. Driscoll
Executed by Sean Driscoll, Attorney-in-Fact on behalf of those indicated,
pursuant to Powers of Attorney

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
- ----------- -----------

11 Opinion and Consent of Bingham McCutchen LLP

12 Form of Opinion and Consent of Bingham McCutchen LLP as to tax
matters

14 Consent of Auditors

17(a) Form of proxy card