CITIZENS INVESTMENT TRUST
485BPOS, 1995-12-29
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 As filed with the Securities and Exchange Commission 
December 27, 1995

Securities Act of 1933    File No. 2-80886
Investment Company Act of 1940   File No. 811-3626


SECURITIES   AND   EXCHANGE   COMMISSION
Washington, D.C.  20549

FORM N-1A
 
REGISTRATION   STATEMENT   UNDER  THE   SECURITIES   ACT   OF   
1933

Post-Effective Amendment No. 33
and/or
REGISTRATION   STATEMENT   UNDER   THE 
INVESTMENT   COMPANY   ACT   OF  1940
Amendment No. 29
(Check box or boxes)


CITIZENS INVESTMENT TRUST
(Exact name of registrant as specified in charter)

One Harbour Place
Suite 525 
Portsmouth, N.H.  03801

(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Codes:   (603) 
436-5152

Sophia Collier
One Harbour Place
Suite 525
Portsmouth, N.H.  03801
(Name and Address of Agent for Service)

It is proposed that this filing will become effective

      x immediately upon filing pursuant to paragraph (b)
         on _____________ pursuant to paragraph (b)
         75 days after filing pursuant to paragraph (a)
         on (date) pursuant to paragraph (a) of Rule 485  

Pursuant to Rule 24f-2 under the Investment Company Act of 
1940, the 
Registrant has previously registered an indefinite number of 
securities under 
the Securities Act of 1933.  The Notice required by Rule 24f-
2 was filed by 
the Registrant for its most recent fiscal year on August 28, 
1995.












CITIZENS INVESTMENT TRUST
CROSS  INDEX  PAGE
Working Assets Money Market, Citizens Income, Citizens Index, 
Citizens 
Emerging Growth, Citizens Global Equity

Part A	INFORMATION  REQUIRED  IN  A  PROSPECTUS
		
ITEM/REFERENCE/ Page

Item 1./Cover Page/Cover Page	
Item 2./Synopsis; Fee Information/ Cover Page; Fee 
Information/ 1;2
Item 3./Condensed Financial Information/Condensed Financial 
Information; Financial Highlights/ 3;4
Item 4./General Description of Registrant/Organization and 
Management  of the Trust/15
Item 5./Management of the Fund/Organization and Management of 
the Trust/ 15
Item 6./Capital Stock and other Securities/How to Purchase 
and Redeem Shares; Dividends, Distributions,and Taxes/ 8;21
Item 7./Purchase of Securities Being Offered/How to Purchase 
and Redeem Shares/18
Item 8./Redemption or Repurchase/How to Purchase and Redeem 
Shares/18
Item 9./Legal Proceedings/None	


Part B	INFORMATION  REQUIRED  IN  A STATEMENT  OF  
ADDITIONAL INFORMATION

Item 10./Cover Page/Cover Page	
Item 11./Table of Contents/Table of Contents/Cover Page
Item 12./General Information & History/The Fund/1
Item 13./Investment Objectives & Policies/Investment 
Objectives and Policies; Other Investment Techniques/1;5
Item 14./Management of the Registrant/Trustees and Officers; 
Add'l Information Regarding Citizens Adviser/16;18
Item 15./Control Persons & Principal Holders of 
Securities/Add'l Information Regarding Citizens Adviser/18
Item 16./Investment Advisory & Other Services/Investment 
Advisory & Other Services /19
Item 17./Brokerage Allocation & Other Practices/Turnover and 
Portfolio Transactions/7
Item 18./Capital Stock & Other Securities/The Value of Our 
Shares/8
Item 19./Purchase, Redemption & Pricing of Securities Being 
Offered/ Additional Redemption Information/16
Item 20./Tax Status/Federal Taxes/14
Item 21./Underwriters/Investment Advisory and Other 
Services/19
Item 22./Calculation of Yield Quotations of Money Market 
Funds/About Our Yield and Total Return/9
Item 23./Financial Statements/Financial Statements/22





CITIZENS INVESTMENT TRUST
CROSS  INDEX  PAGE
Muir California Tax-Free Income Portfolio

Part A	INFORMATION  REQUIRED  IN  A  PROSPECTUS
		
ITEM	/ REFERENCE/ Page

Item 1. /Cover Page/ Cover Page	
Item 2. /Synopsis; Fee Information/ Cover Page; Fee 
Information/ 1;2
Item 3. /Condensed Financial Information/Condensed Financial 
Information; Financial Highlights/ 3;4
Item 4. /General Description of Registrant/ Organization and 
Management  of the Trust /9
Item 5. /Management of the Fund /Organization and Management 
of the Trust /9
Item 6. /Capital Stock and other Securities/ How to Purchase 
and Redeem Shares; Dividends, Distributions, and Taxes /13;17
Item 7./ Purchase of Securities Being Offered /How to 
Purchase and Redeem Shares/ 13
Item 8. /Redemption or Repurchase /How to Purchase and Redeem 
Shares/13
Item 9. /Legal Proceedings/None	

Part B	INFORMATION  REQUIRED  IN  A STATEMENT  OF  
ADDITIONAL  
INFORMATION

Item 10. /Cover Page /Cover Page	
Item 11. /Table of Contents/Table of Contents /Cover Page
Item 12. /General Information & History/ The Fund/2
Item 13. /Investment Objectives & Policies/ Investment 
Objectives and Policies/2
Item 14. /Management of the Registrant /Trustees and 
Officers; Management of 
the Fund /20;21
Item 15. /Control Persons & Principal Holders of Securities 
/Management of the Fund /21
Item 16. /Investment Advisory & Other Services /Management of 
the Fund /21
Item 17. /Brokerage Allocation & Other Practices /Execution 
of Portfolio Transactions /23
Item 18. /Capital Stock & Other Securities /Determination of 
Share Price/	24
Item 19. /Purchase, Redemption & Pricing of Securities Being 
Offered/ Additional Purchase and Redemption Information/23
Item 20. /Tax Status/ Tax Information /9
Item 21. /Underwriters /Principal Underwriter /24
Item 22 /Calculation of Yield Quotations of Money market 
Funds /	None	
Item 23. /Financial Statements /Financial Statements /28




PART A
STICKER

   

Supplement dated: December 27, 1995
to Prospectus dated: September 30, 1995

All Citizens Trust Portfolios Eliminate $12 Annual Account 
Fee.

Consistent with our continual efforts to improve service and 
value to shareholders, we are no longer imposing a $12 annual 
account fee on any of the Fund's portfolios. This means that 
all references to the $12 annual account fee in this 
prospectus are no longer applicable. 

The changes are as follows:

Page 2: delete section Annual Account Fee.

Page 2: Fee Information:	
New text:		Money			  Emerging	Global
  			Market  Income	Index   Growth		Equity  
Maintenance Fee
(annual):	 	None	   None    None    None         None

Page 2: Annual Portfolio Operating Expenses
New text: 	   Money	 		 	Emerging	Global
 			  Market Income  Index	Growth	Equity  
Management Fees  0.50%   0.65%   0.70%   1.00%	1.00%
Distribution Expense
(12b-1 fee) 	  0.20%   0.35%   0.25%   0.35%	0.35%
Other Expenses	  0.51%   0.35%   0.80%   0.55%	1.15%
   Total Portfolio 
   Operating 
   Expenses	  1.21%   1.35%   1.75%   1.90%	2.50%

Page 2:  Example:
New text:
You would have paid the following expenses on a $1,000 
investment assuming a 5% annual return and redemption at the 
end of each period. 
					1 Year 3 Years 5 Years 10 Years
Working Assets Money
 Market Portfolio  	 	$ 12	 $ 38	$ 66	   $ 147
Citizens Income Portfolio	$ 14	 $ 43	$ 74	   $ 162
Citizens Index Portfolio	$ 18	 $ 55	$ 95	   $ 206
Citizens Emerging Growth 
Portfolio				$ 19	 $ 60	$ 103   $ 222
Citizens Global Equity
 Portfolio			$ 25	$ 78	     $ 133   $ 284


Page 17
Delete the paragraph Annual Account Maintenance Fee 


    
   


PART A
STICKER


    
   
Supplement dated: December 27, 1995
to Prospectus dated: September 30, 1995

All Citizens Trust Portfolios Eliminate $12 Annual Account 
Fee.

Consistent with our continual efforts to improve service and 
value to shareholders, we are no longer imposing a $12 annual 
account fee on any ofthe Fund's portfolios. This means that 
all references to the $12 annual account fee in this 
prospectus are no longer applicable. 

The changes are as follows:

Page 2: delete section Fee Information.

Page 2: Expense table:  
New text:  Maintenance Fee (annual): None

Page 2:  Example:
New text:
You would have paid the following expenses on a $1,000 
investment assuming 
a 5% annual return and redemption at the end of each period. 
			1 Year     3 Years	5 Years     10 Years
Muir California Tax-Free Income 
Portfolio		$ 13	      $ 40	 $ 69       $ 151

Page 11
Delete the paragraph Annual Account Maintenance Fee 


    
   







CITIZENS INVESTMENT TRUST

PART C
OTHER INFORMATION


Item 24: Financial Statements and Exhibits

(A)	Audited Financial Statements:   the following audited 
Financial statements are incorporated by reference to the 
Registrant's Annual Report to shareholders for the period 
ended June 30, 1995:  material currently on file
	
	Statement of Investments - June 30, 1995
	Statement of Assets and Liabilities - June 30, 1995
	Statement of Operations for the year ended June 30, 1995
	Statement of Changes in Net Assets for the year ended 
June 30, 1995
	Selected per Share Data and Ratios from Inception 
through June 30, 1995
	Notes to Financial Statements:  June 30, 1995
	Auditors Report:  June 30, 1995
		

(B)	Exhibits
	(1)	declaration of trust : material currently on file: 
material currently on file
	(2)	by-laws:  material currently on file
	(3)	not applicable
	(4)	not applicable
	(5)	management agreement:  material currently on file
	(6)	distribution agreement:  material currently on file
	(7)	not applicable
	(8)	custodian agreement:  material currently on file
	(9)	other material contracts:  
		a)  administrative agreement:  material currently 
on file
	(10)	opinion and consent of counsel as to the legality 
of the securities being registered:  material currently on 
file
	(11)	consent of independent certified public accountants 
as to use of their report: material currently on file
	(12)	not applicable
	(13)	copies of written assurance from initial 
stockholders:	material currently on file
	(14)	copies of model plan used in establishment of 
retirement plan: material currently on file
	(15)	Rule 12b-1 distribution plan:  material currently 
on file
	(16)	Schedule for computation of each performance 
quotation provided in the registration Statement (in response 
to Item 22): provided in Statement of Additional Information

Item 25:	Persons controlled by or under Common control with 
Registrant:  None
Item 26:	Number of holders of securities as of November 30, 
1995:

	Title					Number of Record Holders
 			
Working Assets Money Market Portfolio			  9,983
Citizens Income Portfolio						  2,295
Citizens Emerging Growth Portfolio				  2,626
Citizens Global Equity Portfolio				  1,911
Muir California Tax-Free Income Portfolio		  1,008
Citizens Index Portfolio						 11,129
E-Fund								  		74

Item 27  Indemnification.
		Article VII, Section 12 of the Agreement and 
Declaration of Trust provides that the Trust shall indemnify 
any person who was or is a party or is threatened to be made 
a party to any proceeding by reason of the fact that such 
person is or was an agent of the Trust, against expenses, 
judgments, fines, settlements, and other amounts actually and 
reasonably incurred in connection with such proceeding if 
that person acted in good faith and reasonably believe 
her/his conduct to be in the best interest of the Trust.  
Indemnification will not be provided in certain 
circumstances, however, including instance of willful 
misfeasance, bad faith, gross negligence, and reckless 
disregard of the duties involved in the conduct of the 
particular office involved.

	Insofar as indemnification for liabilities arising under 
the Securities Act of 1933 may be permitted to the trustees, 
officers, and controlling persons of the registrant pursuant 
to the foregoing provisions, or otherwise, the Registrant has 
been advised that in the opinion of the Securities and 
ExchangeCommission such indemnification is against public 
policy as expressed in the Act and is, therefore, 
unenforceable in the event that a claim for indemnification 
against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a trustee, officer 
or controlling person of the Registrant in the successful 
defense of any action, suit or proceeding) is asserted by 
such trustee, officer or controlling person in connection 
with the securities being registered, the Registrant will, 
unless in the opinion of its counsel the matter has 
been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed 
in the Act and will be governed by the final adjudication of 
such issue.

Item 28  Business and Other Connections of Investment 
Adviser.   Citizens Securities, Inc, 111 Pine Street, San 
Francisco, California 94111, and One Harbour Place, 
Portsmouth, New Hampshire 03801,  a registered broker/dealer 
and principal underwriter for Citizens Invesment Trust 
("Registrant").  It is a wholly owned subsidiary of Citizens 
Advisers, Inc., the Investment Adviser, a California 
Corporation.  The officers and directors of Citizens 
Securities having other business of a substantial nature are 
as follows:

Name and Principal
Business Address			Nature of Other Business

Sophia Collier			President and Director 
One Harbour Place, Suite 525	of Registrant
Portsmouth, N.H.  03801

Item 29:  Principal Underwriters
	(A)  Not Applicable
	(B)

								Positions and
Name and Principal	Positions and Offices	Offices with
Business Address    	with Underwriter     	Registrant    

Sophia Collier		President and Director of	President and 
See Item 28			underwriter			Director

           (C)    Not Applicable

Item 30  Location of Accounts and Records:  The account, 
books, or other documents required to be maintained by 
Section 31(a) of the 1940 Act and the rules thereunder are 
kept by the Registrants Transfer and Dividend Distributing 
Agent, Norwest Bank Minnesota, N.A., Mutual Fund Services - 
Transfer Agent, PFPC, Inc., 400 Bellevue Pkwy., Wilmington, 
DE  19809.

Item 31 Management Services:  Not applicable

Item 32 Undertakings:  If the information called for by item 
5A of the Form N-1A is contained in the latest Annual Report 
to shareholders, the Registrant undertakes to furnish each 
person to whom a prospectus is delivered with a copy of the 
Registrant's latest annual report to shareholders, upon 
request and without charge.





SIGNATURES



	Pursuant to the requirements of the Securities Act of 
1933 and the Investment Company Act of 1940 the Registrant  
has duly caused this Registration Statement to be signed on 
its behalf by the undersigned, thereto duly authorized, in 
the City of Portsmouth, and State of New Hampshire, on the 
17th day of July, 1995.


					CITIZENS TRUST

					By: /s/  	Sophia Collier	* 
                                                              
					 	Sophia Collier, President
		

Pursuant to the requirements of the Securities Act of 1933, 
this Registration Statement has been signed below by 
the following persons in the capacities and on the date 
indicated.


/s/  	Sophia Collier	* 
                                                          
	Trustee
	Sophia Collier		President and	December 28, 1995
					Principal Executive
					Principal Accounting Officer
					Principal Financial Officer


/s/   William Glenn	* 
- ------------------------------------------- Trustee	
	December 28, 1995
     (William Glenn)


/s/   Ada Sanchez
- ------------------------------------------- Trustee	
	December 28, 1995
    (Ada Sanchez)


/s/   J.D. Nelson	* 
- ------------------------------------------- Trustee	
	December 28, 1995
    (J.D. Nelson)


/s/   Azie Taylor Morton	* 
- ------------------------------------------- Trustee	
	December 28, 1995 
    (Azie Taylor Morton)


/s/   Juliana Eades		* 
- ------------------------------------------- Trustee	
	December 28, 1995
    (Juliana Eades)


/s/   Wilma Mankiller		 
- ------------------------------------------- Trustee	
	December 28, 1995
    (Wilma Mankiller)


/s/   Jeffrey Ken Mori		* 
- ------------------------------------------- Trustee	
	December 28, 1995
    (Jeffrey Key Mori)




*  By  Sophia Collier    Attorney in Fact __/s/  	Sophia 
Collier	* 


	See Power  of Attorney dated May 15, 1992, filed with 
the commission on May 15, 1992 as part of Citizens Trust Post 
Effective Amendment #12.

	See Power of Attorney dated November 12, 1992, filed 
with the commission on November 12, 1992 as part of Citizens 
Trust Post Effective Amendment #14.



    


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