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CITIZENS FUNDS
AMENDED AND RESTATED
ESTABLISHMENT AND DESIGNATION OF SERIES OF
SHARES OF BENEFICIAL INTEREST
Pursuant to paragraph (8) of Article Fourth of the Declaration of Trust,
dated November 19, 1982, as amended and restated as of July 2, 1998, and as
further amended (the "Declaration of Trust"), of Citizens Funds (the "Trust"),
the undersigned, being a majority of the Trustees of the Trust hereby amend and
restate the Trust's existing Establishments and Designations of Series of Shares
of Beneficial Trust in order to change the names of three series of Shares (as
defined in the Declaration of Trust) which were previously established and
designated to establish one new series of Shares and to eliminate one series of
Shares. No other changes to the special and relative rights of the existing
series are intended by this amendment and restatement.
1. The series shall be as follows:
The series previously designated as Citizens Index Fund shall be
redesignated as "Citizens Core Growth Fund."
The series previously designated as Citizens Small Cap Index Fund
shall be redesignated as "Citizens Small Cap Core Growth Fund."
The series previously designated as Working Assets Money Market Fund
shall be redesignated as "Citizens Money Market Fund".
The series previously designated as Muir National Tax Free Income Fund, no
Shares thereof being outstanding, is hereby eliminated.
The new series shall be designated as "Citizens International Growth Fund."
The other remaining series are as follows:
Citizens Income Fund
Citizens Global Equity Fund
Citizens Emerging Growth Fund
2. Each series shall be authorized to hold cash, invest in securities,
instruments and other property and use investment techniques as from time to
time described in the Trust's then currently effective registration statement
under the Securities Act of 1933, as amended, to the extent pertaining to the
offering of Shares of such series. Each Share of each series shall be
redeemable, shall be entitled to one vote (or a fraction thereof in respect of a
fractional Share) on matters on which Shares of each series shall be entitled to
vote, shall represent a pro rata beneficial interest in the assets allocated or
belonging to each series, and shall be entitled to receive its pro rata share of
the net assets of each series upon liquidation of each series, all as provided
in Article Fourth of the Declaration of Trust.
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3. All consideration received by the Trust for the issuance or sale of
Shares of a particular series, together with all assets in which such
consideration is invested or reinvested, all income thereon, profits therefrom
or proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that series for all purposes, subject only to the rights
of creditors of such series and shall be so recorded on the books of account of
the Trust. In the event there are any assets, income, earnings, profits,
proceeds, funds or payments which are not readily identifiable as belonging to
any particular series, the Trustees shall allocate them among any one or more of
the series established and designated from time to time and in such manner as
the Trustees in their sole discretion deem fair and equitable. Each such
allocation by the Trustees shall be conclusive and binding upon the Shareholders
of all series for all purposes. No Shareholder of any particular series shall
have any claim on or right to any assets allocated to any other series.
4. The assets belonging to each particular series shall be charged with
the liabilities of the Trust with respect to that series and all expenses,
costs, and reserves attributable to that series, and any general liabilities,
expenses, charges or reserves of the Trust which are not readily identifiable as
belonging to a particular series shall be allocated and charged by the Trustees
to and among one or more of the series established and designated from time to
time in such manner and on such basis the Trustees in their sole discretion deem
fair and equitable. Each such allocation by the Trustees shall be conclusive and
binding upon the Shareholders of all series for all purposes. The Trustees shall
have full discretion, to the extent not inconsistent with the 1940 Act to
determine which items will be treated as income and which items as capital; and
each such determination shall be conclusive and binding upon Shareholders. Under
no circumstances shall the assets allocated or belonging to a particular series
be charged with the liabilities, expenses, costs, charges or reserves
attributable to any other series. All persons who have been extended credit
which has been allocated to a particular series shall look only to the assets of
that particular series for payment of such credit claim or contract.
5. Each Share of a series will represent a beneficial ownership interest
in the net assets allocated or belonging to such series only and such interest
shall not extend to the assets of the Trust generally. Dividends and
Distributions on Shares of a particular series may be paid with such frequency
as the Trustees determine, which may be monthly or otherwise, pursuant to a
standing vote or votes adopted only once or with such frequency as the Trustees
may determine, to the Shareholders of that series only, from such of the income
and capital gains, accrued and realized, from the assets belonging to that
series, as the Trustees determine after providing for actual and accrued
liabilities belongs to that series. All dividends and distributions on Shares of
a particular series shall be distributed pro rata to the Shareholders of that
series in proportion to the number of Shares of that series held by such
Shareholders at the date and time of record established for payment of such
dividends and distributions. Shares of any particular series of the Trust may be
redeemed solely out of the Trust property allocated or belonging to that series.
Upon liquidation or termination of a series of the Trust, Shareholders of such
series shall be entitled to a pro rata share of the net assets of such series
only.
6. Shareholders of each series shall vote separately as a class on any
matter to the extent required by, and any matter shall be deemed effectively
acted upon with respect to such series as provided in, Rule 18f-2, as from time
to time in effect, under the Investment Company Act of 1940, as amended, or any
successor rule, and the Declaration of Trust.
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7. The Trustees may, in their discretion, authorize the division of
Shares of any series into one or more classes or sub-series. All Shares of a
class or sub-series shall be identical with each other and with the Shares of
each other class or sub-series of the same series except for such variations
between classes or sub-series as may be approved by the Board of Trustees and
permitted by the Investment Company Act of 1940, as amended, or pursuant to any
exemptive order issued by the Commission.
IN WITNESS WHEREOF, the undersigned have executed this Establishment and
Designation of Series to be effective as of the _____ day of October, 2000.
Azie Taylor Morton Martha Pope
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Trustee Trustee
Azie Taylor Morton Martha Pope
10910 Medfield Court 701 A Street NE
Austin, TX 78739 Washington, DC 20002
Pablo Eisenberg Ada Sanchez
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Trustee Trustee
Pablo Eisenberg Ada Sanchez
3729 Massachusetts Avenue NW 11 Stagecoach Road
Washington, DC 20016 Amherst, MA 01002
Mitchell A. Johnson Sophia Collier
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Trustee Trustee
Mitchell A. Johnson Sophia Collier
2753 Unicorn Lane NW 230 Commerce Way, Suite 300
Washington, DC 20015 Portsmouth, NH 03801
John L. Shields
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Trustee
John L. Shields
230 Commerce Way, Suite 300
Portsmouth, NH 03801
