EXHIBIT (D)(1)
MANAGEMENT AGREEMENT
Agreement made as of the first day of June, 1992, and amended and restated
as of May 22, 2006 between Citizens Funds (formerly, Citizens Investment Trust)
(the "Trust"), a Massachusetts business trust, and Citizens Advisers, Inc., a
New Hampshire corporation (the "Manager").
WHEREAS, the Trust's shares of beneficial interest ("Shares") are divided
into separate series;
WHEREAS, the Trust wishes to retain the services of a manager with respect
to the Shares of each of its series listed on Exhibit A hereto (each, a "Fund,"
and collectively, the "Funds");
WHEREAS, Manager has agreed to act as manager with respect to each Fund;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
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 Fund, and to supervise and arrange for the purchase
and sale of securities held in each Fund.
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
Fund; 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 Fund'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
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 twice monthly but in no event less frequently than
semi-annually and computed as of the close of each business day at the annual
rates with respect to each Fund as detailed in Exhibit A.
V. Duration, Revisions and Term
A. This Agreement is effective as to all Funds listed on Exhibit A on the
date of the amendment and restatement of this Agreement, and, as to any
series added to Exhibit A after the date hereof, this Agreement shall
become effective with respect to that series on the date indicated on
Exhibit A attached hereto. Exhibit A may be amended from time to time to
add additional series of the Trust as agreed by the Trust and Manager. This
Agreement shall, unless terminated as herein provided, continue in effect
with respect to a Fund for successive annual periods after its
effectiveness so long as such continuance is specifically approved, with
respect to such Fund, 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 Fund may be made only if
such amendment is approved by the "vote of a majority of the outstanding
voting securities" (as defined in the Act) of the Fund (except for any such
amendment as may be effected in the absence of such approval without
violating the Act).
C. This Agreement may be terminated with respect to any Fund without
penalty by either party upon not less than 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 Fund. This Agreement shall
automatically terminate in the event of its assignment.
VI. Binding Only on Trust Property and Applicable Fund
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.
Each party acknowledges and agrees that all obligations of each Fund are binding
only with respect to that Fund; that any liability of a Fund under this
Agreement, or in connection with the transactions contemplated herein, shall be
discharged only out of the assets of that Fund; and that no other series of the
Trust shall be liable with respect to this Agreement or in connection with the
transactions contemplated herein.
In witness whereof, the parties have caused the foregoing instrument to be
executed by duly authorized persons, all as of the day and year first above
written.
CITIZENS FUNDS
on behalf of each of its series
listed on Exhibit A hereto CITIZENS ADVISERS, INC.
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxx Xxxxxxxx.
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Xxxxxx Xxxxxxx, Xxxx Xxxxxxxx,
President Executive Vice President
EXHIBIT A
FUND COMPENSATION
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Citizens Core Growth Fund 0.50%
Citizens Emerging Growth Fund 1.00%
Citizens Small Cap Core Growth Fund 0.50%
Citizens Value Fund 0.70%
(added September 20, 2001)
Citizens Global Equity Fund 1.00%
Citizens Income Fund 0.65%
Citizens Money Market Fund 0.35%*
Citizens Balanced Fund 0.65%
(added August 19, 2002)
