As filed with the Securities and Exchange Commission October 8, 1997
File Nos. 333-35065
811-3626
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 1
CITIZENS INVESTMENT TRUST
(Exact Name of Registrant as Specified in Charter)
One Harbour Place
Suite 525
Portsmouth, NH 03801
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (603) 436-5152
Sophia Collier
One Harbour Place
Suite 525
Portsmouth, NH 03801
(Name and Address of Agent for Service)
It is proposed that this filing become effective immediately pursuant to
paragraph (b) of Rule 485.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Registrant
previously has 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, 1997.
<PAGE>
CITIZENS INVESTMENT TRUST
FORM N-14 CROSS-REFERENCE PAGE
PART A: INFORMATION REQUIRED IN THE PROSPECTUS
Item 1. Beginning of Registration Cover Page
Statement and Outside Front
Cover Page of Prospectus
Item 2. Beginning and Outside Back Back Page
Cover Page of Prospectus
Item 3. Fee Table, Synopsis Summary; Investment Policies
Information and Risk Factors and Risk Factors
Item 4. Information About the Summary; Description of the
Transaction Reorganization; Additional
Information About the
Transaction
Item 5. Information About the Investment Policies and Risk
Registrant Factors; The People and
Operations of Citizens Trust;
Additional Information About
the Transaction; Additional
Information About the E-fund
and Working Assets Money Market
Portfolios
Item 6. Information About the Summary; Investment Policies
Company Being Acquired and Risk Factors; Factors
Considered by the Board of
Trustees Before Recommending
This Transaction; Additional
Information About the Transaction;
Additional Information About the
E-fund and Working Assets Money
Market Portfolios
Item 7. Voting Information Voting Information
Item 8. Interest of Certain Description of the Reorganization;
Persons and Experts The People and Operations of
Citizens Trust; Financial
Statements and Expert Advice
<PAGE>
Item 9. Additional Information Not Applicable
Required for Reoffering by
Persons Deemed to be
Underwriters
PART B: INFORMATION
REQUIRED IN THE STATEMENT OF ADDITIONAL INFORMATION
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. Additional Information Investment Policies and Risk
Factors; About the Registrant
The People and Operations of
Citizens Trust; Additional
Information About the Transaction;
Additional Information About the
E-fund and Working Assets Money
Market Portfolios
Item 13. Additional Information Summary; Investment Policies and
About the Company Risk Factors; Factors Considered
Being Acquired by the Board of Trustees Before
Recommending This Transaction;
Additional Information About
the Transaction; Additional
Information About the E-fund and
Working Assets Money Market
Portfolios
Item 14. Financial Statements Additional Information About the
Transaction
PART C: INFORMATION
Item 15. Indemnification Indemnification
Item 16. Exhibits Exhibits
Item 17. Undertakings Undertakings
<PAGE>
CITIZENS INVESTMENT TRUST
Citizens Income Portfolio
Citizens Index Portfolio
Citizens Emerging Growth Portfolio
Citizens Global Equity Portfolio
Working Assets Money Market Portfolio
E-fund
One Harbour Place
Suite 525
Portsmouth, New Hampshire 03801
Phone: (800) 223-7010
Part A and Part B to this Post-effective Amendment No. 1 are incorporated
by reference herein to Citizens Investment Trust's registration statement on
Form N-14, as filed with the SEC on September 5, 1997 (File No. 333-35065,
Accession No. 0000950146-97-001409).
<PAGE>
OTHER INFORMATION
ITEM 15. 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 believed
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 Exchange
ommission, 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 16. EXHIBITS:
(1) declaration of trust***
(2) by-laws***
(3) not applicable
(4) copies of the agreement of reorganization**
(5) not applicable
(6) management agreement:
(a) management agreement*
(b) renewal of management agreement***
(c) amendment to management agreement dated May 30, 1996***
(d) form of sub-investment advisory agreement ***
(7) distribution agreement:
(a) distribution agreement, as amended *
(b) renewal of distribution agreement ***
<PAGE>
(c) amendment to distribution agreement dated May 6, 1996***
(d) amendment to distribution agreement dated May 30, 1996***
(8) not applicable
(9) custodian agreement****
(10) Rule 12b-1 distribution plan *
(11) opinion and consent of counsel as to the legality of the
securities being registered**
(12) not applicable
(13) other material contracts:
(a) administrative agreement as amended *
(b) amendment to administrative agreement ***
(14) consent of independent certified public accountants as to use of
their report **
(15) not applicable
(16) power of attorneys *****
(17a)Rule 24f-2 Notice of Election of Registrant ******
(17b)Prospectus for the Trust dated September 28, 1996, as amended
March 28, 1997, and as further amended May 1, 1997, and
June 18, 1997 *******
(17c)Statement of Additional Information for the Trust, dated
September 26, 1996, as amended March 28, 1997 ********
(17d)Annual Report to Shareholders of the Trust for the fiscal year
ended June 30, 1997 *********
___________________
* Incorporated by reference to Amendment No. 27 to the Registrant's
Registration Statement (File No. 2-80886), as filed with the
Securities and Exchange Commission on June 27, 1995.
** Incorporated by reference to the Registrant's N-14
File No. 333-35065; Accession No. 0000950146-97-001409), as filed with
the Securities and Exchange Commission on September 5, 1997.
*** Incorporated by reference to Amendment No. 34 to the Registrant's
Registration Statement (File No. 2-80886), as filed with the Securities
and Exchange Commission on June 21, 1996.
**** Incorporated by reference to Amendment No. 35 to the Registrant's
Registration Statement (File No. 2-80886), as filed with the
Securities and Exchange Commission on September 27, 1996.
***** Incorporated by reference to Amendment Nos. 12 and 14 to the
Registrant's Registration Statement (File No. 2-80886), as filed with
the Securities and Exchange Commission on May 15, 1992.
****** Incorporated by reference to the Registrant's notice pursuant to
Rule 24f-2 (Accession No. 0000929638-97-000212), as filed with the
Securities and Exchange Commission on August 28, 1997.
<PAGE>
******* Incorporated by reference to the Registrant's filings with the
Securities and Exchange Commission dated September 28, 1996, March 28,
1997, May 2, 1997 and June 18, 1997 (File No. 2-80886).
******** Incorporated by reference to the Registrant's filings with
the Securities and Exchange Commission dated October 31, 1996 and
March 28, 1997 (File No. 2-80886).
********* Incorporated by reference to the Registrant's Annual Report for the
year ended June 30, 1997, as filed with the Securities and Exchange
Commission (Accession No. 0000950146-96-001499) on August 28, 1997.
ITEM 17. UNDERTAKINGS:
(1) The undersigned registrant agrees that, prior to any public reoffering
of the securities registered through the use of a prospectus which is part of
this registration statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act, the
reoffering prospectus will contain the information called for by the applicable
registration form for reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form.
(2) The undersigned registrant agrees that every prospectus that is filed
under paragraph (1), above, will be filed as part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the 1933 Act, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be
deemed to be the initial bona fide offering of them.
(3) The undersigned registrant agrees to file, by post-effective amendment,
an opinion of counsel or a copy of an Internal Revenue Service opinion
supporting the tax consequences of the proposed reorganization within a
reasonable time after receipt of such opinion or ruling.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it meets all the requirements for effectiveness of this
Post-Effective Amendment to this Registration Statement pursuant to Rule 485(b)
under the Securities Act of 1933 and 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 8th
day of October 1997.
CITIZENS INVESTMENT TRUST
Sophia Collier
By 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 October 8, 1997
Principal Executive,
Principal Accounting and
Principal Financial Officer
/s/ Azie Taylor Morton *
- ---------------------------- Trustee October 8, 1997
(Azie Taylor Morton)
/s/ William Glenn *
- ---------------------------- Trustee October 8, 1997
(William Glenn)
/s/ Ada Sanchez *
- ---------------------------- Trustee October 8, 1997
(Ada Sanchez)
<PAGE>
/s/ J.D. Nelson *
- ---------------------------- Trustee October 8, 1997
(J.D. Nelson)
/s/ Juliana Eades *
- ---------------------------- Trustee October 8, 1997
(Juliana Eades)
/s/ Lokelani Devone*
- ---------------------------- Trustee October 8, 1997
(Lokelani Devone)
* By Sophia Collier Sophia Collier
Attorney in Fact
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.
