EXHIBIT (h)(5)
EXPENSE LIMITATION AGREEMENT
Citizens Funds
EXPENSE LIMITATION AGREEMENT, effective as of May 10, 2004, by and between
Citizens Advisers, Inc. (the "Manager") and Citizens Funds (the "Trust"), on
behalf of the series listed on Schedule A hereto (the "Fund").
WHEREAS, the Trust is a Massachusetts business trust, and is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end management company; and
WHEREAS, the Trust and Manager have entered into a Management Agreement
dated June 1, 1992, amended and restated as of May 10, 2004("Management
Agreement"), pursuant to which the Manager provides investment management
services to the Fund for compensation based on the value of the average net
assets of the Fund; and
WHEREAS, the Trust and the Manager desire that this Agreement replace and
supersede all prior agreements related to the subject matter herein.
NOW THEREFORE, the parties hereto agree as follows:
1. Expense Limitation.
1.1. Applicable Expense Limit. To the extent that the ordinary operating
expenses incurred by the Fund listed in Schedule A in any fiscal year, including
but not limited to investment management fees payable to the Manager, but
excluding interest, taxes, brokerage commissions, other investment-related
costs, extraordinary expenses such as litigation and other expenses not incurred
in the ordinary course of the Fund's business ("Fund Operating Expenses"),
exceed the Operating Expense Limit, as defined in Section 1.2 below, such excess
amount (the "Excess Amount") shall be the liability of the Manager.
1.2. Operating Expense Limit. The Operating Expense Limit in any fiscal
year with respect to the Fund listed in Schedule A shall be the amount specified
in Schedule A hereto based on a percentage of the average daily net assets of
such class.
2. Recoupment of Fee Waivers and Expense Reimbursements.
If the annualized Fund Operating Expenses of the Fund listed in Schedule A
are less than the Operating Expense Limit on any day during which the Management
Agreement is in effect, the Manager shall be entitled to recoup from the Fund
any expense reimbursements and other payments remitted by the Manager to such
Fund pursuant to Section 1 hereof (the "Recoupment Amount") during any of the
previous thirty-six (36) months, to the extent that such Fund's annualized Fund
Operating Expenses plus the amount so recouped equals, for such day, the
Operating Expense Limit provided in Schedule A, provided that such amount paid
to the Manager from such Fund
140
EXHIBIT (h)(5)
will in no event exceed the total Recoupment Amount and the Recoupment Amount
will not include any amounts previously recouped. Payment of such Recoupment
Amount may be made twice monthly but in no event less frequently than
semi-annually.
3. Term and Termination of Agreement.
This Agreement shall begin on the date first above written and shall
continue in effect with respect to the Fund listed in Schedule A until June 30,
2005 or such later date to which the parties agree in writing. In addition, this
Agreement shall terminate with respect to the Fund listed in Schedule A upon
termination of the Management Agreement for the Fund. If this Agreement is in
effect with respect to the Fund for less than a full fiscal year, the Fund
Operating Expenses and the Operating Expense Limit shall be calculated with
respect to the portion of the applicable fiscal year during which this Agreement
is in effect.
4. Miscellaneous.
4.1 Interpretation. Nothing herein contained shall be deemed to require
the Fund or the Trust to take any action contrary to the Trust's Amended and
Restated Declaration of Trust, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or
deprive the Trust's Board of Trustees of its responsibility for and control of
the conduct of the affairs of the Fund.
4.2 Definitions. Any question of interpretation of any term or provision
of this Agreement, including but not limited to the investment management fee
and the computations of net asset values, having a counterpart in or otherwise
derived from the terms and provisions of the Management Agreement or the 1940
Act, shall have the same meaning as and be resolved by reference to such
Management Agreement or the 1940 Act.
4.3 Amendments. This Agreement may be amended only by a written agreement
signed by each of the parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers thereunto duly authorized as of the day and year first
above written.
CITIZENS FUNDS CITIZENS ADVISERS, INC.
On behalf of the
series listed on Schedule A
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxx Xxxxxxxx
------------------------------- -----------------------------
Title: President Title: Senior Vice President
---------------------------- ---------------------------
141
EXHIBIT (h)(5)
SCHEDULE A
Per Annum
Operating Expense
Fund and Class Limit
-------------- -----
Citizens Small Cap Value Fund, Standard Class shares 1.60%
142
