EXHIBIT (d)
FORM OF MANAGEMENT AGREEMENT
Agreement made as of the first day of June, 1992, and amended and
restated as of August 19, 2002 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: By:
-------------------------------- -------------------------------
EXHIBIT A
FUND COMPENSATION
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Citizens Core Growth Fund(SM) 0.50%
Citizens Emerging Growth Fund(R) 1.00%
Citizens Small Cap Core Growth Fund(SM) 0.50%
Citizens Value Fund
(added September 20, 2001) 0.70%
Citizens Global Equity Fund 1.00%
Citizens International Growth Fund 1.05%
Citizens Income Fund 0.65%
Citizens Money Market Fund 0.35%*
Citizens Balanced Fund
(added August 19, 2002) 0.65%
Citizens Ultra Short Bond Fund
(added August 19, 2002) 0.35%
Citizens Government Obligations Fund
(added August 19, 2002) 0.20%
Citizens Prime Money Market Fund
(added August 19, 2002) 0.25%
Citizens 300 Fund
(added February 17, 2003) 0.20%
Citizens Investment Grade Bond Fund
(added February 17, 2003) 0.45%
* For any period Citizens Money Market Fund ("Fund") invests its assets
in Citizens Prime Money Market Fund, the total management fee payable to
Citizens Advisers under the
Management Agreement with respect to the Fund shall
not exceed 0.35% per annum of the Fund's average net assets minus the Fund's
allocable share of the management fees paid to Citizens Advisers from Citizens
Prime Money Market Fund (effective as of _____________).
