US SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 Portfolio - Retail; Working Assets Money
Market Portfolio - Institutional; Citizens Income Portfolio; Citizens
Emerging Growth Portfolio; Citizens Global Equity Portfolio; Muir
California Tax-Free Income Portfolio; Citizens Index Portfolio - Retail;
Citizens Index Portfolio Institutional; and 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, 1997
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.6):
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
<PAGE>
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:
202,996,995 shares $341,572,584
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
202,996,995 shares $341,572,584
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
instructions B.7):
5,779,352 shares $13,307,141
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): $341,572,584
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item 11,
if applicable): +$ 13,307,141
=$354,879,725
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): -$276,209,914
(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to filing
fees pursuant to rule 24e-2 (if
applicable): +$ 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): $ 78,669,811
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see X 0.00030303
Instruction C.6):
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 23,839.34
<PAGE>
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
[X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
August 28, 1997
Signatures
This report has been signed below by the following person on behalf of
the issuer and in the capacities and on the date indicated:
By (Signature and Title)*: JOSEPH F. KEEFE
----------------------------------
Joseph F. Keefe
General Counsel
Date: August 28, 1997
<PAGE>
August 28, 1997
Citizens Investment Trust
One Harbour Place
Portsmouth, NH 03801
RE: Rule 24f-2 Notice
Ladies and Gentlemen:
I have acted as counsel to Citizens Investment Trust, a Massachusetts business
trust (the "Trust"), in connection with the Trust's registration, pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as amended, of an
indefinite number of Shares of Beneficial Interest (the "Shares") under the
Securities Act of 1933, as amended (the "1933 Act"), Pursuant to such Rule
24f-2, the Trust proposes to file a notice (the "Notice") with the Securities
and Exchange Commission (the "Commission") on August 28, 1997, with respect to
the Trust's fiscal year ended June 30, 1997, in order to make definite in
number the registration of 208,776,347 Shares. This opinion is being furnished
with a view to your filing the same with the Commission.
In connection with this opinion, I have done the following:
(a) Verified the existence of the Trust and confirmed its annual
registration with the Secretary of State of the Commonwealth of
Massachusetts;
(b) examined the Trust's Declaration of Trust and all amendments thereto,
as contained in the corporate files of Citizens Trust;
(c) verified that the issuance of the Shares was in accordance with the
Trust's Declaration of Trust and By-Laws and the receipt by the Trust of
the net asset value of the Shares covered by the Notice; and
(d) reviewed the Trust's Declaration of Trust and all amendments thereto,
the Trust's By-Laws and all amendments thereto and certain votes of the
Trustees of the Trust authorizing the issuance of the Shares covered by
the Notice.
In such examination, I have assumed the genuineness of all signatures, the
conformity to the originals of all of the documents reviewed by us as copies,
the authenticity and completeness of all original documents reviewed by us in
original or copy form and the legal competence of each individual executing any
document.
This opinion is limited solely to federal law and the law of the Commonwealth
of Massachusetts (other than Massachusetts securities laws, with respect to
which I express no opinion), to the extent such laws apply to or govern the
matters covered by this opinion.
<PAGE>
Based upon and subject to the foregoing, please be advised that, in my opinion,
the 208,776,347 Shares covered by the Notice were legally issued and (to the
extent still outstanding) are fully paid and nonassessable, except that
shareholders of the Trust may under certain circumstances be held personally
liable for its obligations.
Very Truly Yours,
JOSEPH F. KEEFE
Joseph F. Keefe
General Counsel
cc: The Trustees of Citizens Trust
