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Citizens Advisers, Inc.
July 1, 2000
Citizens Funds
230 Commerce Way, Suite 300
Portsmouth, NH 03801
Ladies and Gentlemen:
As you know, we and certain of our affiliates currently provide
advisory, administrative, distribution, and other services to the several series
of Citizens Funds (the "Trust"). We hereby agree with the Trust that for each
class of shares of each series of the Trust listed on Schedule 1 to this letter,
we will reimburse that series for all expenses (other than Excluded Expenses, as
defined below) payable by that series for each such class described in the
Trust's Registration Statement on Form N-1A as filed with the Securities and
Exchange Commission, as in effect from time to time, to the extent necessary so
that the series' aggregate expenses for each such class, net of waivers, would
not exceed on a per annum basis the percentage of average daily net assets
specified for that series on Schedule 1. Reimbursement of each series' expenses
will be made at least annually or at such other times as may be mutually agreed
upon between the Trust and Citizens Advisers, Inc.
Excluded Expenses means (a) taxes, (b) interest, (c) brokerage
commissions, and (d) extraordinary expenses, such as litigation.
The agreements in this letter shall take effect on the date hereof, and
shall remain in effect as to each series on Schedule 1 until June 30, 2001.
Please sign below to confirm your agreement with the terms of this
letter.
Sincerely,
Citizens Advisers, Inc.
By:
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John L. Shields
President and Chief Executive Officer
Agreed:
Citizens Funds
By:----------------------------
Azie Taylor Morton
Chair
Schedule 1
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1. Working Assets Money Market Fund, Standard shares: 1.50% of the first
$40 million of assets and 1% thereafter.
2. Working Assets Money Market Fund, Institutional Class shares: No
contractual limit.
3. Citizens Income Fund, Standard shares: 1.45% of the first $100 million
and 1.25% thereafter.
4. Citizens Emerging Growth Fund, Standard shares: No contractual limits.
5. Citizens Emerging Growth Fund, Administrative Class shares: 1.55% of
assets.
6. Citizens Emerging Growth Fund, Institutional Class shares: 1.30% of
assets.
7. Citizens Global Equity Fund, Standard shares: 2.05% of assets.
8. Citizens Global Equity Fund, Administrative Class shares: 1.68% of
assets.
9. Citizens Global Equity Fund, Institutional Class shares: 1.39% of
assets
10. Citizens Index Fund, Standard shares: 1.39% of assets.
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11. Citizens Index Fund, Administrative Class shares: 0.99% of assets.
12. Citizens Index Fund, Institutional Class shares: 0.74% of assets.
13. Citizens Small Cap Index Fund, Standard shares: 1.39% of assets.
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