As filed with the Securities and Exchange Commission on March 3, 1998
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
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FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Post-Effective Amendment No. 41
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 36
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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 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
___________________________
o This N-1A filing relates to the Citizens Index Institutional Portfolio.
<PAGE>
CITIZENS INVESTMENT TRUST
CROSS INDEX PAGE
Citizens Index Institutional Portfolio
Part A INFORMATION REQUIRED IN A PROSPECTUS
Information required to be included in Part A is
incorporated by reference to Post-Effective Amendment
No. 40 to the Registrant's Registration Statement
(File No. 2-80886), as filed with the Securities and
Exchange Commission on December 11, 1997 (Accession
No. 0000950146-97-001894), and is set forth in the
Supplement included herewith.
Part B INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Information required to be included in Part B is
incorporated by reference to Post-Effective Amendment
No. 38 to the Registrant's Registration Statement
(File No. 2-80886), as filed with the Securities and
Exchange Commission on October 7, 1997 (Accession No.
000095146-97-001515), and Post-Effective Amendment
No. 40 to the Registrant's Registration Statement
(File No. 2-80886), as filed with the Securities and
Exchange Commission on December 11, 1997 (Accession
No. 0000950146-97-001894), and is set forth in the
Supplement included herewith.
Part C INFORMATION REQUIRED IN PART C
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Registration
Statement.
<PAGE>
SUPPLEMENT DATED MARCH __, 1998 TO
PROSPECTUS DATED DECEMBER 8, 1997
CITIZENS TRUST
The date of the prospectus is changed to March __, 1998.
Commencing March __, 1998, Citizens Trust will offer shares of the Citizens
Index Institutional Portfolio. The Portfolio is specially designed by Citizens
Advisers to seek capital appreciation. The Portfolio's strategy is to invest in
a market weighted index of 300 of the country's top socially responsible
companies.
The Citizens Index Institutional Portfolio is no load and subject to 12b-1
fees. The minimum initial investment is $100,000.
FEE INFORMATION
CITIZENS INDEX
INSTITUTIONAL
PORTFOLIO*
Annual Portfolio Operating Expenses
(as a percentage of Average Net Assets)
Shareholder Transaction Expenses None
Management Fees 0.50%
Distribution Expenses (12b-1 Fees) 0.07%
Other Expenses 0.08%
Total Portfolio Operating Expenses 0.65%
*Because the Portfolio is newly organized, all amounts in the table and the
example are estimated for the current fiscal year.
Example: 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
Citizens Index Institutional Portfolio $7 $21
The example should not be considered a representation of past or future
expenses or past or future return. Actual expenses and return may be greater or
less than those included in the example above.
Costs for Other Services are the same as those stated on page 2 of the
prospectus.
<PAGE>
CITIZENS INDEX INSTITUTIONAL PORTFOLIO
Objective: Capital appreciation
The Citizens Index Institutional Portfolio is invested in the 300 companies
that make up the Citizens Index. We believe these companies best represent
their industries. Approximately 200 of these are very large companies that also
are included in the S&P 500. The others are companies selected in order to
provide industry diversity, which we believe is essential to a sound investment
program.
On a day-to-day basis, the Portfolio is run by purchasing and holding common
stocks of all the companies in the Index in a percentage, as closely as
possible, equal to each security's total market value divided by the total
market value of all the companies in the Index. In addition, under normal
circumstances the Portfolio will usually hold a small amount of cash or money
market instruments (no more than 5%) resulting from shareholder purchase and
redemption activity and as a provision for operating expenses. Holding this
cash, together with the costs of operations, will prevent us from ever
perfectly tracking the theoretical performance of the underlying Index. Payment
of our operating expenses will reduce returns. Our small allocation to cash
will improve returns when the market is heading down and hurt them when the
market is moving up.
Companies will be deleted from the Index and divested from the Portfolio if
they fail our annual social responsibility review. If a company is removed, we
will replace it with another company from the same industry that meets all
social criteria. In addition, from time to time we may make other small changes
in the Index to include, for example, exceptional companies, or to reflect
changes in the composition of the S&P 500. We do not expect these changes to
exceed 10% of the members of the Index on an annual basis.
RISK FACTORS
Like all stock funds, the Net Asset Value of the Citizens Index Institutional
Portfolio will fluctuate based on market and economic conditions, or other
factors that affect particular companies or industries.
Some of the companies in the Portfolio, because of their small size or because
they are relatively new, will have some speculative characteristics. Investing
in such companies is a long-term process with potential for significant gains.
However, the value of the Portfolio can have significant fluctuation, because
smaller companies have unique risks. Smaller companies may be dependent on
individual managers or have a harder time obtaining financing or market share.
Further, their shares are more volatile and thinly traded. The Trust believes
that these risks are somewhat mitigated because of the company and industry
diversification within the Portfolio.
We are always pleased to send interested investors a current list of the
members of our Index.
The Portfolio's investment policies are described on page 3 of the prospectus.
<PAGE>
MANAGEMENT OF CITIZENS INDEX INSTITUTIONAL PORTFOLIO
Pursuant to a management agreement with Citizens Trust, Citizens Advisers,
Inc. manages the assets of the Citizens Index Institutional Portfolio. The
Portfolio is sub-advised by RhumbLine Advisers.
Citizens Trust's Management Agreement with Citizens Advisers specifies fees as
follows (based on average annual net assets of the Portfolio):
TRUST ADVISER
PAYS PAYS
ADVISER SUB-ADVISER
Citizens Index
Institutional Portfolio 0.50% 0.10%
OTHER INFORMATION
Information on the Organization and Management of Citizens Trust and the
Citizens Index Institutional Portfolio is contained on pages 9 and 10 of the
prospectus.
Information on the Trust's 12b-1 plan is contained on page 11 of the
prospectus. As of the date of this Prospectus, no fees have been paid by the
Citizens Index Institutional Portfolio as the Portfolio is commencing
operations as of the date of this Prospectus.
Information relating to How to Purchase and Redeem Shares of the Portfolio,
Shareholder Services and Policies and Dividends, Distributions and Taxes is
contained on pages 11-15 of the prospectus.
<PAGE>
SUPPLEMENT DATED MARCH __, 1998 TO
STATEMENT OF ADDITIONAL INFORMATION DATED OCTOBER 3, 1997
CITIZENS TRUST
The date of the Statement of Additional Information is changed to March __,
1998.
At the bottom of page, 1, below the table of contents, the following two
paragraphs should be added:
On December 1, 1997 the shareholders of the E-fund portfolio voted to merge the
E-fund portfolio into the Working Assets Money Market portfolio effective
December 5, 1997.
As of December 5, 1997, the E-fund portfolio is no longer in existence and all
references to the E-fund portfolio in this Statement of Additional Information
should be disregarded.
Commencing March __, 1998, Citizens Trust will offer shares of the Citizens
Index Institutional Portfolio.
The Investment Policies for the Citizens Index Institutional Portfolio are the
same as those described in the Statement of Additional Information for the
Citizens Index Portfolio.
CITIZENS INDEX INSTITUTIONAL PORTFOLIO
The objective of the Citizens Index Institutional Portfolio is capital
appreciation.
The Citizens Index Institutional Portfolio invests primarily in the securities
comprising the Citizens Index, a market weighted index of companies included in
the Standard & Poor's Composite Index of 500 Stocks ("S&P 500") that have
passed Citizens' social screens in addition to companies that are not part of
the S&P 500 but which pass our social and financial screens. Companies outside
the S&P 500 are included in the Citizens Index to add industry diversity and
other financial characteristics that we believe will enable the Index to track
the returns of the S&P 500 as a whole.
Securities will be purchased in a proportion approximately equal to the weight
of each company to the total Index. At times we will also buy short-term fixed
income securities for the Citizens Index Institutional Portfolio. Under normal
circumstances these short-term investments will amount to no more than 5% of
the Portfolio's total assets. Our investment results will usually lag the
performance of the underlying Citizens Index due to short-term cash investments
and the deduction of portfolio expenses and transaction costs.
Information contained in the sections of the Statement of Additional
Information entitled "Other Investment Techniques," "Factors That Affect the
<PAGE>
Value of Our Investments, "Turnover and Portfolio Transactions," "The Value of
Our Shares," "Information About Our Yield and Total Return," "Dividends and
Distributions," "Federal Taxes," "Redemption Information" and "Investment
Advisory and Other Services" that pertains to the Citizens Index Portfolio also
is applicable to the Citizens Index Institutional Portfolio, with the exception
of information pertaining to turnover rates, performance figures and advisory
and administrative services fees paid.
The Citizens Index Institutional Portfolio seeks to have a turnover rate of
less than 25% per year.
The Trust pays the adviser a fee for its services of 0.50% of the Citizens
Index Institutional Portfolio's average annual net assets. The fee is accrued
daily and paid at least monthly. There is no limit on expenses for the Citizens
Index Institutional Portfolio. The Citizens Index Institutional Portfolio is
newly-organized and has not paid advisory fees.
The Portfolio is sub-advised by RhumbLine Advisers, Inc.
<PAGE>
PART C: OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements Included in Part A:
Not applicable.
Financial Statements Included in Part B:
Not applicable.
(b) Exhibits
(1) Declaration of Trust:
(a) Declaration of Trust***
(b) Amendments to Declaration of Trust dated December 1, 1997******
(2) By-Laws**
(5) 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***
(e) Amended Sub-Investment Advisory Agreement******
(6) Distribution Agreement:
(a) Distribution Agreement, as amended*
(b) Renewal of Distribution Agreement***
(c) Amendment to Distribution Agreement dated May 6, 1996***
(d) Amendment to Distribution Agreement dated May 30, 1996***
(8) Custodian Agreement****
(9) Other Material Contracts:
(a) Administrative Agreement as amended*
(b) Amendment to Administrative Agreement***
(10) Opinion and Consent of Counsel as to the legality of the securities
being registered*****
(15) Rule 12b-1 Distribution Plan*
(25) Powers of Attorney******
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* Incorporated by reference to Post-Effective 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 Post-Effective Amendment No. 38 to the
Registrant's Registration Statement (File No. 2-80886), as filed with
the Securities and Exchange Commission on June 21, 1996.
<PAGE>
*** Incorporated by reference to Post-Effective 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 Post-Effective 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 the Registrant's Registration Statement
on N-14 (File No. 2-80886), as filed with the Securities and Exchange
Commission on September 5, 1997.
******Incorporated by reference to Post-Effective Amendment No. 40 to the
Registrant's Registration Statement (File No. 2-80886), as filed with
the Securities and Exchange Commission on December 11, 1997.
Item 25. Persons Controlled by or under Common Control with Registrant
See the Prospectus and the Statement of Additional Information
regarding the Registrant's control relationships. Citizens Investment
Trust is a Massachusetts business trust. Citizens Advisers, Inc., the
investment adviser to the Trust is a California corporation, which
also controls the distributor of the Registrant, Citizens Securities,
which is also a California corporation.
Item 26. Number of Holders of Securities
Number of Record Holders
Title of Class As of March 2, 1998
-------------- -------------------
Citizens Index Institutional Portfolio 0
Item 27. Indemnification
Article Seventh of the Declaration of Trust filed as Exhibit 1 to the
Registration Statement is incorporated by reference. The Trust
participates in a group liability policy under which the Trust and
its trustees, officers and affiliated persons, the adviser and the
distributor are insured against certain liabilities.
Item 28. Business and Other Connections of Investment Adviser
Other businesses, professions, vocations, or employment of a
substantial nature in which each director or principal officer of
Citizens Advisers is or has been, at any time during the last two
fiscal years, engaged for his or her own account or in the capacity
of director, officer, employee, partner or trustee are as follows:
<PAGE>
Name and Position Connection with and
With Investment Adviser Name of Other Company Adviser
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Sophia Collier, Trustee and President, Citizens Investment Trust
President President, Citizens Securities
President, Northpoint LTD
President, N.P., Inc.
John P. Dunfey, Chairman and Director, Dunfey Brothers Capital Group
Partner President, Treasurer & Director, DA-TRIAD, Inc.
Trustee and Governor, Dana-Farber Cancer Inst., Boston
Director, Waterville Valley Company, Inc.
Chair, Human Rights Project, Inc.
Chair, New England Circle, Inc.
Director, International League for Human Rights, NY
Robert Dunfey, Treasurer & Founding Director, Dunfey Brothers Capital
Partner Group
Trustee, the Jackson Laboratory, Bar Harbor, Maine
Past Director, KeyBank of Maine
Trustee, University of Maine System
Treasurer and Director, New England Circle, Inc.
Director, American Ireland Fund, Boston
Founder & Honorary Director, Susan L. Curtis
Foundation, Portland, Maine
Gerald Dunfey, Vice President & Founding Director, Dunfey Brothers
Partner Capital Group
Director, DA-TRIAD, Inc.
President, New England Circle, Inc.
Director, Martin Luther King Center for Nonviolent
Social Change
Board of Advisors, Fund for a Free South Africa
Board of Incorporators, Joslin Diabetes Center
William Hart, Director, SIS Bank, Springfield, MA
Partner Director, Blue Cross/Blue Shield of NH
President, Dunfey Brothers Capital Group
Director, DA-TRIAD, Inc.
Director, National Trust for Historic Preservation
Director, American Academy in Rome
Director, Currier Gallery of Art
Director, Berwick Academy, Berwick, Maine
Item 29. Principal Underwriters
(a) Not applicable.
<PAGE>
(b) The following are directors and officers of the Registrant's
distributor, Citizens Securities: Sophia Collier, President,
One Harbour Place, Portsmouth, NH. Ms. Collier is also an
interested trustee of the Registrant and President and Chief
Executive Officer of the investment adviser or management
company, Citizens Advisers.
(c) Not applicable.
Item 30. Location of Accounts and Records
The accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940, as amended, and
the rules thereunder are kept at the Registrant's Transfer and
Dividend Distributing Agent, PFPC, Inc., 400 Bellevue Pkwy.,
Wilmington, DE 19808, and at the Registrant's Custodian and Fund
Accounting Agent, State Street Bank and Trust, One Heritage Drive,
North Quincy, MA 02171.
Item 31. Management Services
Not applicable.
Item 32. Undertakings
(a) The Registrant undertakes to file a post-effective amendment,
using reasonably current financial statements which need not be
certified, within four to six months from the effective date of
Registrant's Registration Statement under the Securities Act of
1933.
(b) The Registrant hereby undertakes to call a meeting of
shareholders for the purpose of voting upon the question of
removal of one or more of the Trust's trustees when requested in
writing to do so by the holders of at least 10% of the
Registrant's outstanding shares, and in connection therewith to
comply with the provisions of Section 16(c) of the Investment
Company Act of 1940 relating to shareholder communications.
(c) The Registrant undertakes to furnish to each person to whom a
prospectus of Citizens Index Institutional Portfolio is delivered
with a copy of its latest Annual Report to Shareholders, upon
request without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, 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 Post-Effective Amendment to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Portsmouth and State of New Hampshire on the 27th day of February,
1998.
CITIZENS INVESTMENT TRUST
By /s/Joseph F. Keefe
Joseph F. Keefe, Secretary
Sophia Collier*
________________________ Trustee, President,
(Sophia Collier) Principal Executive,
Financial and
Accounting Officer
Azie Taylor Morton*
________________________ Trustee
(Azie Taylor Morton)
William Glenn*
________________________ Trustee
(William Glenn)
Ada Sanchez*
________________________ Trustee
(Ada Sanchez)
J.D. Nelson*
________________________ Trustee
(J.D. Nelson)
Juliana Eades*
________________________ Trustee
(Juliana Eades)
Lokelani Devone*
________________________ Trustee
(Lokelani Devone)
Robert B. Reich*
________________________ Trustee
(Robert B. Reich)
Mitchell Johnson*
________________________ Trustee
(Mitchell Johnson)
<PAGE>
* By Joseph F. Keefe Attorney in Fact /s/Joseph F. Keefe
See Powers of Attorney dated December 1, 1997, filed with the Commission on
December 11, 1997.
<PAGE>
EXHIBIT INDEX
(1) Declaration of Trust:
(a) Declaration of Trust***
(b) Amendments to Declaration of Trust dated December 1, 1997******
(2) By-Laws**
(5) 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***
(e) Amended Sub-Investment Advisory Agreement******
(6) Distribution Agreement:
(a) Distribution Agreement, as amended*
(b) Renewal of Distribution Agreement***
(c) Amendment to Distribution Agreement dated May 6, 1996***
(d) Amendment to Distribution Agreement dated May 30, 1996***
(8) Custodian Agreement****
(9) Other Material Contracts:
(a) Administrative Agreement as amended*
(b) Amendment to Administrative Agreement***
(10) Opinion and Consent of Counsel as to the legality of the securities
being registered*****
(15) Rule 12b-1 Distribution Plan*
(25) Powers of Attorney******
- --------------------
* Incorporated by reference to Post-Effective 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 Post-Effective Amendment No. 38
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 Post-Effective 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 Post-Effective 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 the Registrant's Registration
Statement on N-14 (File No. 2-80886), as filed with the
<PAGE>
Securities and Exchange Commission on September 5, 1997.
******Incorporated by reference to Post-Effective Amendment
No. 40 to the Registrant's Registration Statement (File No.
2-80886), as filed with the Securities and Exchange
Commission on December 11, 1997.
