Exhibit (g)(3)
AMENDMENT
AMENDMENT made as of May 21, 2001 to that certain Custody Agreement
dated as of September 29, 2000 between Citizens Funds (the "Fund") and Fifth
Third Bank ("Custodian") (such Custody Agreement, including the Global Custody
Addendum thereto, hereinafter referred to as the "Custody Agreement").
WITNESSETH:
WHEREAS, Rule 17f-7 under the Investment Company Act of 1940, as
amended (the "Rule"), was adopted on June 12, 2000 by the Securities and
Exchange Commission:
WHEREAS, the Fund and Custodian desire to amend the Custody Agreement
to conform with the Rule;
NOW, THEREFORE, the Fund and Custodian hereby agree as follows:
1. The following new Section is hereby added to the Custody
Agreement:
FOREIGN DEPOSITORIES.
(a) As used in this Section, the term "Foreign Depository" shall
mean (a) Euroclear, (b) Clearstream Banking, societe anonyme, (c) each Eligible
Securities Depository as defined in Rule 17f-7 under the Investment Company Act
of 1940, as amended, identified to the Fund by the Custodian from time to time,
as needed and on a quarterly basis otherwise, and (d) the respective successors
and nominees of the foregoing.
(b) Notwithstanding any other provision in this Agreement, the
Fund hereby represents and warrants, which representations and warranties shall
be continuing and shall be deemed to be reaffirmed upon any delivery of a
Certificate or any giving of Oral Instructions, Instructions, or Written
Instructions, as the case may be, that the Fund or its investment adviser has
determined that the custody arrangements of each Foreign Depository provide
reasonable safeguards against the custody risks associated with maintaining
assets with such Foreign Depository within the meaning of Rule 17f-7 under the
Investment Company Act of 1940, as amended.
(c) With respect to each Foreign Depository, Custodian shall
exercise reasonable care, prudence, and diligence (i) to provide the Fund with
an analysis of the custody risks associated with maintaining assets with the
Foreign Depository, and (ii) to monitor such custody risks on a continuing basis
and promptly notify the Fund of any material change in such risks. The analysis
provided pursuant to clause (i) shall be updated by the Custodian and provided
to the Fund when any Foreign Depository is added to the list of Foreign
Depositories identified to the Fund and from time to time as Custodian deems
necessary. The Fund acknowledges and agrees that such analysis and monitoring
shall be made on the basis of, and limited by, information gathered from
Subcustodians or through publicly available information otherwise obtained by
Custodian, and shall not include any evaluation of Country Risks. As used herein
the term "Country Risks" shall mean with respect to any Foreign Depository: (a)
the financial infrastructure of the country in which it is organized, (b) such
country's prevailing settlement practices, (c) nationalization, expropriation or
other governmental actions, (d) such country's regulation of the banking or
securities industry, (e) currency controls, restrictions, devaluations or
fluctuations, and (f) market conditions which affect the order execution of
securities transactions or affect the value of securities.
(d) If an arrangement with a Foreign Depository no longer meets
the requirements of Rule 17f-7, the Custodian shall promptly notify the Fund of
the failure of the depository to meet the requirements of Rule 17f-7 and of the
necessity to promptly withdraw the Fund's assets from the depository. At the
Fund's request, the Custodian shall withdraw the Fund's assets from the
depository as soon as reasonably practicable.
2. This Amendment may be executed in any number of counterparts,
each of which shall be deemed to be an original, but such counterparts, shall,
together, constitute only one amendment.
IN WITNESS WHEREOF, the Fund and Custodian have caused this Amendment
to be executed by their respective officers, thereunto duly authorized, as of
the day and year first above written.
CITIZENS FUNDS
By: /s/ Xxxx X. Xxxxxxxx
------------------------------
Title: Treasurer
----------------------------
FIFTH THIRD BANK
By: /s/ Xxxxxxxxx Oak
-------------------------------
Title: Trust Officer
----------------------------
