Exhibit 5(a)
MANAGEMENT AGREEMENT
Agreement made the first day of June, 1992, and restated as of January
19, 1997 between Citizens Investment Trust (the "Trust"), a Massachusetts
business trust, and Citizens Advisers, Inc., a California corporation (the
"Manager").
WHEREAS, the assets and liabilities and the shares of beneficial interest
of the Trust are divided into separate series (together with any series that
may be established in the future, the "Portfolios" and each individually, a
"Portfolio").
WITNESSETH:
In consideration of the mutual promises and agreements herein contained and
other good and valuable consideration, the receipt of which is hereby
acknowledged, it is hereby agreed by and between the parties hereto as follows:
I. In General
The Manager agrees, all as more fully set forth herein, to act as
managerial investment adviser to the Trust with respect to the
investment of the assets of each Portfolio, and to supervise and
arrange for the purchase and sale of securities held in each Portfolio.
II. Duties and Obligations of the Manager with Respect to Investment of Assets
in the Trust
A. Subject to the succeeding provision of this section and subject to
the direction and control of the Board of Trustees of the Trust, the
Manager is responsible for:
1. determining which securities are to be bought and sold for
each Portfolio; and
2. the timing of such purchases and sales as well as the
placement of orders to effect these purchases and sales.
The Manager, at its sole option and expense, may, subject to the
provisions of the Investment Company Act of 1940, as amended (the
"Act"), delegate some or all of these duties to one or more
sub-managers.
B. Any investment purchases or sales made by the Manager shall at all
times conform to and be in accordance with any requirements imposed by:
1. the provisions of the Act, and of any rules and regulations
in force thereunder;
2. any other applicable provisions of law;
3. the provisions of the Declaration of Trust and By-Laws of
the Trust, each as amended from time to time;
4. any policies and determinations of the Board of Trustees of
the Trust; and
5. the fundamental policies of the Trust, as reflected in the
applicable then-current registration statement of the Trust
under the Act, or as amended by the Shareholders of the Trust.
C. The Manager shall use its best efforts in rendering services
hereunder, but neither the Manager nor any sub-manager shall be liable
for any loss sustained by reason of the purchase, sale or retention of
any security, whether or not such purchase, sale or retention shall
have been based upon its own investigation and research or upon the
investigation or research of another entity including, but not limited
to, in the case of the Manager or a sub-manager, the employees or
agents of the Manager or any sub-manager, provided that such purchase,
sale or retention was made in good faith. Nothing herein contained
shall, however, be construed to protect the Manager or any sub-manager
against any liability to the Trust or its Shareholders by reason of
willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its obligations
and duties under this Agreement.
D. Nothing in this Agreement shall prevent the Manager or any
affiliated person (as defined in the Act) of the Manager from acting as
investment adviser or manager and/or principal underwriter for any
other entity and shall not in any way restrict the Manager, any
sub-manager, or any such affiliated person from buying, selling or
trading securities for its or their own accounts or for the accounts of
others for whom they may be acting, provided that the Manager
represents that it will not undertake any activities which, in its sole
judgment, will adversely affect the performance of its obligations to
the Trust under this Agreement. The Trust expressly acknowledges that
the trade name "Citizens", and each Portfolio's name (collectively, the
"Trade Names") are not the property of the Trust for any purpose. The
Trust may use the Trade Names only in the manner allowed by the
Manager. The Trust further agrees that in the event that the Manager
ceases to be the Trust's investment manager for any reason, the Trust
will promptly take all necessary steps to stop using the Trade Names.
E. It is agreed that the Manager and any sub-manager, will have no
responsibility or liability for the accuracy or completeness of the
Trust's registration statement under the Act or the Securities Act of
1933, as amended, except for information supplied by the Manager for
inclusion therein. The Trust agrees to indemnify the Manager and any
sub-manager to the full extent permitted by the Trust's Declaration of
Trust.
III. Allocation of Expenses
The Manager agrees that it (or a sub-manager) will provide the Trust, at the
Manager's expense, with all office space, facilities, equipment and clerical
personnel necessary for carrying out its duties under this Agreement. The
Manager will also pay all compensation of all Trustees, officers and employees
of the Trust who are affiliated persons (as defined in the Act) of the Manager.
All costs and expenses not expressly agreed to be paid by the Manager or a
sub-manager as described above, shall be paid by the Trust, including but not
limited to:
1. interest and taxes;
2. brokerage commissions;
3. insurance premiums;
4. compensation and expenses of the Trust's Trustees who are
not affiliated persons of the Manager;
5. legal and audit expenses;
6. fees and expenses of the Trust's custodian, shareholder
servicing agent, transfer agent, fund accountant and record
keeping agent;
7. expenses incident to the issuance of the Trust's shares of
beneficial interest, including those shares issued as reinvested
dividends;
8. fees and expenses incident to the registration of the Fund or
its shares of beneficial interest under Federal or State
securities laws;
9. expenses of preparing, printing or mailing reports and
notices and proxy material sent to the Shareholders of the
Trust;
10. all other expenses incidental to holding meetings of the
Shareholders of the Trust;
11. dues, assessments and/or contributions to the Investment
Company Institute or any successor thereto;
12. such non-recurring expenses as may arise, including those
relating to litigation affecting the Trust and the legal
obligation of the Trust to indemnify its officers and Trustees
with respect thereto; and
13. all expenses which the Trust agrees to bear in any
distribution agreement with the Manager or any other entity or
in any plan adopted by the Trust pursuant to rule 12b-1 under
the Act.
IV. Compensation of the Manager
A. The Trust agrees to pay the Manager and the Manager agrees to accept
as full compensation for all of the services rendered by the Manager
hereunder, an annual management fee payable monthly and computed as of
the close of each business day at the annual rates with respect to each
Portfolio as detailed in Exhibit A.
B. The Manager agrees to reduce or eliminate its fee to the extent that
the total expenses of each Portfolio for any fiscal year (exclusive of
taxes, interest, brokerage commissions, and extraordinary expenses such
as litigation) shall exceed the limits as detailed in Exhibit B.
The payment of the management fee at the end of the month will be
reduced or a refund will be made to the Trust so that at no time will
there be any accrued but unpaid liabilities under this expense
limitation.
V. Duration, Revisions and Term
A. This Agreement shall go into effect on the date set forth above and
with respect to any Portfolio shall, unless terminated as herein
provided, continue in effect from year to year so long as such
continuance is specifically approved, with respect to such Portfolio,
at least annually by the Trust's Board of Trustees, including a
majority of Trustees who are not parties to this Agreement, or
"interested persons" (as defined in the Act) of any such party. Such
vote must be cast in person at a meeting of the Board of Trustees
called for the purpose of voting on such approval.
B. Revisions to this Agreement with respect to any Portfolio may be
made, subject to the provisions of the Act and the Trust's Declaration
of Trust, by a vote of the holders of a majority (as defined in the
Act) of the then issued and outstanding shares of beneficial interest
of that Portfolio, provided however, that only Shareholders of
Portfolios which will be affected will be entitled to vote on the
proposed revision.
C. This Agreement may be terminated with respect to any Portfolio
without penalty by either party upon 60 days written notice, provided
that such termination by the Trust shall be directed and approved by a
majority of all its Trustees in office at that time or upon the vote of
the holders of a majority (as defined in the Act) of the then issued
and outstanding shares of beneficial interest of the Portfolio. This
Agreement shall automatically terminate in the event of its assignment.
VI. Binding Only on Trust Property
The Manager acknowledges that the obligations of the Trust under this Agreement
are binding only on Trust property and not upon any Shareholder personally. The
Manager is aware that the Trust's Declaration of Trust disclaims individual
Shareholder liability for acts and obligations of the Trust.
In witness whereof, the parties have caused the foregoing instrument to be
executed by duly authorized persons and their seals to be affixed, all as of
the day and year first above written.
CITIZENS INVESTMENT TRUST CITIZENS ADVISERS, INC.
By: Xxxxxxx Xxxxx By: Xxxxxx Xxxxxxx
------------------------ ------------------------
Chair President
EXHIBIT A
COMPENSATION OF THE MANAGER
All fees are expressed as a percentage of average net assets:
1. Working Assets Money Market Portfolio: 0.35%
2. Citizens Income Portfolio: 0.65%
3. Citizens Emerging Growth Portfolio: 1%
4. Citizens Global Portfolio: 1%
5. Citizens Index Portfolio: 0.50%
EXHIBIT B
EXPENSE LIMITATIONS
1. Working Assets Money Market Portfolio: 1.50 of 1% of the first $40
million of assets and 1% thereafter
2. Citizens Income Portfolio: 1.75 of 1% of the first $100 million and
1.25 of 1% thereafter
3. Citizens Emerging Growth Portfolio: No contractual limit
4. Citizens Global Portfolio: No contractual limit
5. Citizens Index Portfolio: No contractual limit
7. Working Assets Money Market Portfolio-Institutional Shares: No
contractual limit
8. Citizens Index Portfolio - Institutional Shares: No contractual limit
