U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and Address of Issuer:
Citizens Investment Trust
One Harbour Place
Portsmouth, NH 03801
2. Name of each series or class of funds for which this notice is filed:
Working Assets Money Market Fund
Citizens Income Portfolio
Citizens Index Portfolio
Citizens Global Equity Portfolio
Citizens Emerging Growth Portfolio
Muir California Tax-Free Bond Fund
E Fund
3. Investment Company Act File number:
811-3626
Securities Act File Number:
2-80886
4. Last day of fiscal year for which this notice is filed:
June 30, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see instruction A.G):
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
0 shares $ 0
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
0 shares $ 0
--- ---
9. Number and aggregate sale price of securities sold during the fiscal year.
134,019,680 shares $207,453,306
----------- ------------
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
134,019,680 shares $207,453,306
----------- ------------
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
4,948,200 shares $9,472,047
--------- ----------
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $207,453,306
------------
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11), if applicable): $ 9,472,047
-----------
(iii)Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): $170,993,336
-----------
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable): $ 0
----------
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable): $ 45,932,017
----------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see Instruction C.6): 0.00034483
----------
(vii)Fee due [line (i) or line (v) multiplied by line (vi)]: $15,838.74
==========
</TABLE>
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
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<PAGE>
August 29, 1996
Citizens Investment Trust
One Harbour Place, Suite 225
Portsmouth, New Hampshire 03801
RE: Issuance and Sale of 138,967,880 Shares of
Citizens Investment Trust; Rule 24f-2 Notice
SEC File Nos. 2-80886; 811-3626
Ladies and Gentlemen:
Citizens Investment Trust (the "Trust") has requested our opinion in
connection with the sale by the Trust of 138,967,880 shares of the Trust,
aggregating the sales of seven separate series (the "Shares") during the period
July 1, 1995 through June 30, 1996 inclusive ("Fiscal 1996). We understand that
a copy of this opinion will be provided to the Securities and Exchange
Commission pursuant to Rule 24f-2(b)(1) under the Investment Company Act of
1940, as amended.
We have examined documents relating to the organization of the Trust and
the authorization for registration and issuance of shares of the Trust. We have
also examined a certificate of the President of the Trust relating to the number
of shares of the Trust sold during Fiscal 1996.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance and sale of the Shares of the Trust have been duly and
validly authorized by all appropriate corporate action, and assuming delivery by
sale or in accord with the Trust's dividend reinvestment plan, in accordance
with the description set forth in the Trust's current prospectuses under the
Securities Act of 1933, the shares have been duly authorized and were legally
issued, fully paid and non-assessable.
We consent to the submission of a copy of this opinion to the Securities
and Exchange Commission in connection with the filing of the Trust's Rule 24f-2
Notice for Fiscal 1996, as contemplated in Rule 24f-2(b)(1) under the Investment
Company Act of 1940, as amended.
The opinion given above is subject to the condition that the Trust shall
have complied with the provision of any applicable laws, regulations, and
permits of any state or foreign country in which any of the Shares was sold.
Very truly yours,
/s/ Morrison & Foerster LLP
MORRISON & FOERSTER LLP
