EXHIBIT (d)
MANAGEMENT AGREEMENT
Agreement made as of the first day of June, 1992, and amended and restated
as of May 16, 2005 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
-------------------------------- ----------------------------
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)
Citizens Ultra Short Bond Fund 0.35%
(added August 19, 2002)
Citizens 300 Fund 0.20%
(added February 17, 2003)
Citizens Small Cap Value Fund 0.75%
(added November 17, 2003)
