Exhibit (h)(8)
CITIZENS FUNDS
000 Xxxxxxxx Xxx
Xxxxxxxxxx, XX 00000
November 17, 2003
BISYS Funds Services Ohio, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000-0000
Re: Citizens Funds - Fund Accounting Agreement
Ladies and Gentlemen:
This letter serves as notice that Citizens Small Cap Value Fund (the
"Fund") is added to the list of series to which BISYS Funds Services Ohio, Inc.
("BISYS") renders services as fund accounting agent pursuant to the terms of the
Fund Accounting Agreement dated as of August 18, 2003 (the "Agreement") between
Citizens Funds and BISYS.
Please sign below to acknowledge your receipt of this notice adding the
Fund as a beneficiary under the Agreement.
CITIZENS FUNDS
By: ____________________________________
Title: ____________________________________
Acknowledgment:
BISYS FUND SERVICES OHIO, INC.
By: ________________________________
Title: ________________________________
AMENDED AND RESTATED
DISTRIBUTION PLAN
Dated July 3, 2001
1. The Plan. This Plan (the "Plan") is the written plan contemplated by Rule
12b-1 (the "Rule") under the Investment Company Act of 1940 (the "Act") of
Citizens Funds (the "Trust"), with respect to each of the Trust's series
listed on Exhibit A hereto (each, a "Fund" and, collectively, the "Funds").
2. Definitions. As used in this Plan, the following terms shall have the
following meanings:
(a) "Qualified Recipient" shall mean a Fund's Distributor and any
broker-dealer or other "person" (as that term is defined in the Act)
which (i) has entered into a written agreement (a "related agreement")
that complies with the Rule with a Fund's Distributor or the Fund and
(ii) has rendered distribution or shareholder servicing assistance
(whether direct, administrative or both) with respect to the Fund.
(b) "Qualified Trustees" shall mean the Trustees of the Trust who are not
interested persons, as defined in the Act, of the Trust and who have
no direct or indirect financial interest in the operation of this Plan
or any agreement related to this Plan. While this Plan is in effect,
the selection and nomination of Qualified Trustees shall be committed
to the discretion of such Qualified Trustees. Nothing herein shall
prevent the involvement of others in such selection and nomination if
the final decision on any such selection and nomination is approved by
a majority of such Qualified Trustees.
(c) "Permitted Payments" shall mean payments to Qualified Recipients as
permitted by this Plan.
(e) "Shares" shall mean shares of beneficial interest of a Fund.
3. Distribution and Servicing Activities. Subject to the supervision of the
Trustees of the Trust, the Trust may:
(a) engage, directly or indirectly, in any activities primarily intended
to result in the sale of Shares of a Fund, which activities may
include, but are not limited to payments to any Qualified Recipient
for (i) distribution services, (ii) services in respect of the sale of
Shares of a Fund, (iii) advertising, marketing or other promotional
activity, and (iv) preparation, printing, and distribution of
prospectuses and statements of additional information and reports of
the Trust for recipients other than regulators and existing
shareholders of the Trust; and
(b) make payments, directly or indirectly, to any Qualified Recipient for
providing personal service and/or the maintenance of shareholder
accounts.
The Trust is authorized to engage in the activities listed above either
directly or through other persons with which the Trust has entered into
agreements related to this Plan.
4. Permitted Payments. The expenditures to be made by the Trust pursuant to
this Plan and the basis upon which payment of such expenditures will be
made shall be determined by the Trustees of the Trust, but in no event may
such expenditures exceed an amount calculated at the rate of 0.25% per
annum of the average daily net assets of the Standard Class Shares of each
Fund and 0.25% per annum of the average daily net assets of the
Administrative Class Shares of each Fund offering the same. Payments
pursuant to this Plan may be made directly by the Trust to Qualified
Recipients. For purposes of determining the fees payable under this Plan,
the value of each Fund's average daily net assets shall be computed in the
manner specified in the applicable Fund's then-current prospectus and
statement of additional information.
5. Trust's Expenses. The Trust shall pay all expenses of its operations,
including the following, and such expenses shall not be subject to the
limitation set forth in paragraph 4 above: organization costs of each Fund;
compensation of Trustees; governmental fees; interest charges; loan
commitment fees; taxes; membership dues in industry associations allocable
to the Trust; fees and expenses of independent auditors, legal counsel and
any manager or investment adviser, transfer agent, shareholder servicing
agent, registrar or dividend disbursing agent of the Trust; expenses of
issuing and redeeming shares of beneficial interest and servicing
shareholder accounts; expenses of preparing, typesetting, printing and
mailing prospectuses, statements of additional information, shareholder
reports, notices, proxy statements and reports to governmental officers and
commissions and to existing shareholders of the Fund; expenses connected
with the execution, recording and settlement of security transactions;
insurance premiums; fees and expenses of the custodian for all services to
a Fund, including safekeeping of funds and securities and maintaining
required books and accounts; expenses of calculating the net asset value of
the Fund (including but not limited to the fees of independent pricing
services); expenses of meetings of shareholders; expenses relating to the
issuance, registration and qualification of shares; and such non-recurring
or extraordinary expenses as may arise, including those relating to
actions, suits or proceedings to which the Trust may be a party and the
legal obligation which the Trust may have to indemnify its Trustees and
officers with respect thereto.
It is recognized that the manager or investment adviser to a Fund may, from
time to time, use its management fee revenues as well as past profits or
its resources from any other source, to make payments to the Distributor or
other parties with
respect to any expenses incurred in connection with the distribution of the
Shares of the Fund, including the activities described in paragraph 3
above, and further that any Distributor, shareholder servicing agent or
service agent may use its past profits or its resources from any other
source, to make payments with respect to the distribution of the Shares of
a Fund, including the activities described in paragraph 3 above, and any
such payments by such manager, investment adviser, Distributor, shareholder
servicing agent or service agent shall not constitute expenditures made
pursuant to this Plan and shall not be subject to the limitation set forth
in paragraph 4 above. Notwithstanding the foregoing, to the extent that any
payments made by a Fund to any manager or investment adviser or any
affiliate thereof, including payments made from such manager's or adviser's
management or advisory fee, should be deemed to be indirect financing of
any activity primarily intended to result in the sale of the Shares of such
Fund within the context of Rule 12b-1, then such payments shall be deemed
to be authorized by this Plan but shall not be subject to the limitation
set forth in paragraph 4 above.
6. No Admission of Authority. The adoption of this Plan does not constitute
any admission that the adoption of the Rule or any particular provisions
thereof represented an authorized exercise of authority by the Securities
and Exchange Commission.
7. Reports. The Treasurer of the Trust shall provide to the Trustees of the
Trust and the Trustees shall review quarterly a written report of the
amounts expended pursuant to this Plan and any related agreement and the
purposes for which such expenditures were made.
8. Effectiveness, Continuation, Termination and Amendment. This Plan is
effective as to all Funds and classes of Funds listed on Exhibit A on the
date of the amendment and restatement of this Agreement, and, as to any
series and/or class of any series added to Exhibit A after the date hereof,
this Agreement shall become effective with respect to that series or class,
as applicable, on the date indicated on Exhibit A attached hereto. Exhibit
A may be amended from time to time to add additional series and classes of
the Trust. This Plan has been approved with respect to each Fund (i) by a
vote of the Board of Trustees of the Trust and of the Qualified Trustees,
cast in person at a meeting called for the purpose of voting on this Plan;
and (ii) by a vote of holders of at least a "majority" (as defined in the
Act) of the outstanding voting securities of each class of Shares of the
Fund to which this Plan applies. The Plan, unless terminated as hereinafter
provided, shall continue in effect as to any class of Shares of a Fund for
successive annual periods after its effectiveness only so long as such
continuance is specifically approved at least annually by the Trust's Board
of Trustees and its Qualified Trustees cast in person at a meeting called
for the purpose of voting on such continuance. This Plan may be terminated
at any time as any to any class of Shares of any Fund by a vote of a
majority of the Qualified Trustees or by the vote of the holders of a
"majority" (as defined in the Act) of the outstanding
voting securities of that class of Shares. This Plan may not be amended to
increase materially the amount of payments to be made without shareholder
approval, as set forth in (ii) above, and all amendments must be approved
in the manner set forth under (i) above.
EXHIBIT A
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Fund: Classes:
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Citizens Core Growth Fund Standard Class shares
--------------------------------------------------------------------------------
Citizens Core Growth Fund Administrative Class shares
--------------------------------------------------------------------------------
Citizens Emerging Growth Fund Standard Class shares
--------------------------------------------------------------------------------
Citizens Emerging Growth Fund Administrative Class shares
--------------------------------------------------------------------------------
Citizens Small Cap Core Growth Fund Standard Class shares
--------------------------------------------------------------------------------
Citizens Small Cap Core Growth Fund Administrative Class shares
(added November 17, 2003
--------------------------------------------------------------------------------
Citizens Value Fund Standard Class shares
(added August 20, 2001)
--------------------------------------------------------------------------------
Citizens Value Fund Administrative Class shares
(added November 17, 2003)
--------------------------------------------------------------------------------
Citizens Global Equity Fund Standard Class shares
--------------------------------------------------------------------------------
Citizens Global Equity Fund Administrative Class shares
--------------------------------------------------------------------------------
Citizens International Growth Fund Standard Class shares
--------------------------------------------------------------------------------
Citizens Income Fund Standard Class shares
--------------------------------------------------------------------------------
Citizens Income Fund Administrative Class shares
(added November 17, 2003)
--------------------------------------------------------------------------------
Citizens Balanced Fund Standard Class shares
(added August 19, 2002)
--------------------------------------------------------------------------------
Citizens Balanced Fund Administrative Class shares
(added November 17, 2003)
--------------------------------------------------------------------------------
Citizens Ultra Short Bond Fund Standard Class shares
(added August 19, 2002)
--------------------------------------------------------------------------------
Citizens Ultra Short Bond Fund Administrative Class shares
(added November 17, 2003)
--------------------------------------------------------------------------------
Citizens 300 Fund Standard Class shares
(added February 17, 2003)
--------------------------------------------------------------------------------
Citizens 300 Fund Administrative Class shares
(added November 17, 2003)
--------------------------------------------------------------------------------
Citizens Investment Grade Bond Fund Standard Class shares
(added February 17, 2003)
--------------------------------------------------------------------------------
Citizens Investment Grade Bond Fund Administrative Class shares
(added November 17, 2003)
--------------------------------------------------------------------------------
Citizens Small Cap Value Fund Standard Class shares
(added November 17, 2003)
--------------------------------------------------------------------------------
Citizens Small Cap Value Fund Administrative Class shares
(added November 17, 2003)
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