AMERICAN PENSION INVESTORS TRUST
DEF 14A, 1996-06-17
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<PAGE>
                                     SCHEDULE 14A

                               SCHEDULE 14A INFORMATION
             Proxy Statement Pursuant to Section 14(a) of the Securities
                                Exchange Act of 1934
                                  (Amendment No. __)

     Filed by Registrant [X]

     Filed by a Party other than the Registrant [ ]

     Check the appropriate box:

              [ ]     Preliminary Proxy Statement
              [ ]     Confidential, for Use of the Commission Only (as
                      permitted by Rule 14a-6(e)(2))
              [X]     Definitive Proxy Statement
              [ ]     Definitive Additional Materials
              [ ]     Soliciting Material Pursuant to Section 240.14a-11(c) or
                      Section 240.14a-12


                           American Pension Investors Trust
                   (Name of Registrant as Specified In Its Charter)


                     (Name of Person(s) Filing Proxy Statement, 
                              if other than Registrant)

     Payment of Filing Fee (Check the appropriate box):

              [X]     $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
                      14-6(i)(2) or Item 22(a)(2) of Schedule 14A.
              [ ]     $500 per each party to the controversy pursuant to
                      Exchange Act Rule 14a-6(i)(3).
              [ ]     Fee computed on table below per Exchange Act Rules
                      14a-6(i)(4) and 0-11:

                      1)       Title of each class of securities to which
                               transaction applies:                             
                                                   -----------------------------
                      2)       Aggregate number of securities to which
                               transaction applies:                             
                                                   -----------------------------

                      3)       Per unit price or other underlying value of
                               transaction computed pursuant to Exchange Act
                               Rule 0-11(1) (set forth the amount on which the
                               filing is calculated and state how it was
                               determined):                                   
                                           -----------------------------------
<PAGE>

                      4)       Proposed maximum aggregate value of transaction:
                                                                               
                               ------------------------------------------------

                      5)       Total fee paid:                                  

                               ------------------------------------------------

     [ ]      Fee paid previously with preliminary materials.

     [ ]      Check box if any part of the fee is offset as provided by
              Exchange Act Rule 0-11(a)(2) and identify the filing for which
              the offsetting fee was paid previously.  Identify the previous
              filing by registration statement number, or the Form or Schedule
              and the date of its filing.

              1)      Amount Previously Paid:                                 
                                             ---------------------------------
              2)      Form, Schedule or Registration Statement Number:
                                                                       -------
              3)      Filing Party:                                          
                                   ------------------------------------------

              4)      Date Filed:
                                 --------------------------------------------




























                                        - 2 -
<PAGE>
                           AMERICAN PENSION INVESTORS TRUST
                                     GROWTH FUND
                                  T-1 TREASURY TRUST
                                 CAPITAL INCOME FUND
                             YORKTOWN CLASSIC VALUE TRUST

                                    June 14, 1996

     Dear Shareholder:

              You are cordially invited to attend a combined special meeting of
     shareholders ("Meeting") of Growth Fund, T-1 Treasury Trust, Capital
     Income Fund, and Yorktown Classic Value Trust (collectively, "Funds"),
     each of which is a series of American Pension Investors Trust ("Trust"). 
     The Meeting is scheduled for July 17, 1996, at 10:00 a.m., Eastern time,
     at the Trust's office, 2303 Yorktown Avenue, Lynchburg, Virginia.  At the
     Meeting, shareholders are being asked to elect six trustees to serve for
     an indefinite term until their successors are elected and qualified.  

              Although we would like very much to have each shareholder attend
     the Meeting, we realize this is not possible.  Whether or not you plan to
     be present at the Meeting, we need your vote.  We urge you, therefore, to
     complete, sign and return the enclosed proxy card(s) promptly.  A postage-
     paid return envelope is enclosed for this purpose.

              If you return your proxy card(s) promptly, you can help the Trust
     avoid the substantial expense of follow-up mailings to achieve a quorum so
     that the Meeting can be held.  If your shares in the Funds are held in
     street name, only your broker or bank can vote your shares and will do so
     only upon receipt of your specific instructions.  Please contact the
     person responsible for your account and instruct him or her to execute a
     proxy card today.

              We look forward to seeing you at the Meeting or receiving your
     proxy so that your shares may be voted at that meeting.

                                       Very truly yours, 


                                       /s/ David D. Basten
                                       --------------------------------
                                       DAVID D. BASTEN
                                       President,
                                       American Pension Investors Trust









                                        - 3 -
<PAGE>

                           AMERICAN PENSION INVESTORS TRUST

                                     GROWTH FUND
                                  T-1 TREASURY TRUST
                                 CAPITAL INCOME FUND
                             YORKTOWN CLASSIC VALUE TRUST

                                2303 YORKTOWN AVENUE
                              LYNCHBURG, VIRGINIA 24501
                                    (800) 544-6060

                      NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

                                                        
                             ---------------------------

                                    TO BE HELD ON

                                    July 17, 1996

                                                        
                              --------------------------

     TO THE SHAREHOLDERS:

              NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders
     ("Meeting") of American Pension Investors Trust ("Trust"), consisting of
     the series listed above, will be held on July 17, 1996 at 10:00 a.m.
     Eastern time at the office of the Trust, 2303 Yorktown Avenue, Lynchburg,
     Virginia 24501, for the following purposes:

              (1)     To elect six trustees to serve for an indefinite term
                      until their successors are elected and qualified; and

              (2)     To transact such other business as may properly come
                      before the Meeting or any adjournment thereof.

              You are entitled to vote at the Meeting and any adjournments
     thereof if you owned Trust shares at the close of business on May 31,
     1996.

                                       By order of the Board of Trustees,


     June 14, 1996                     Louis B. Basten III
                                       Secretary

      YOUR VOTE IS VERY IMPORTANT -- PLEASE COMPLETE, SIGN AND RETURN YOUR PROXY
     CARD PROMPTLY.

     SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON.  ANY SHAREHOLDER
     WHO DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO INDICATE VOTING

                                        - 4 -
<PAGE>

     INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT
     IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED
     STATES.  IN ORDER TO AVOID ADDITIONAL EXPENSES TO THE TRUST OF FURTHER
     SOLICITATION, WE ASK FOR YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY,
     NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
















































                                        - 5 -
<PAGE>
                           AMERICAN PENSION INVESTORS TRUST

                                     GROWTH FUND
                                  T-1 TREASURY TRUST
                                 CAPITAL INCOME FUND
                             YORKTOWN CLASSIC VALUE TRUST


                                2303 YORKTOWN AVENUE
                              LYNCHBURG, VIRGINIA 24501
                                    (800) 544-6060

                                                              
                       ---------------------------------------

                                   PROXY STATEMENT

                                                              
                       ---------------------------------------

                           SPECIAL MEETING OF SHAREHOLDERS
                                    TO BE HELD ON 

                                    JULY 17, 1996
                                     10:00 a.m.

                                     INTRODUCTION


              This Proxy Statement is being furnished to the shareholders of
     American Pension Investors Trust ("Trust") by the board of trustees of the
     Trust in connection with the solicitation of proxies to be voted at a
     Special Meeting of Shareholders ("Meeting") and at any adjournments
     thereof, to be held on July 17, 1996 at 10:00 a.m. at 2303 Yorktown
     Avenue, Lynchburg, Virginia 24501.  This Proxy Statement will first be
     mailed to shareholders on or about June 17, 1996.

              The presence in person or by proxy, of a majority of the shares
     of beneficial interest the Trust outstanding and entitled to vote is
     required to constitute a quorum for the transaction of business at the
     Meeting.  If a quorum is present at the Meeting but sufficient votes to
     approve a proposal are not received, the persons named as proxies may
     propose one or more adjournments of such Meeting to permit further
     solicitation of proxies.  Any such adjournment will require the
     affirmative vote of a majority of those shares present at the Meeting or
     represented by proxy.  The persons named as proxies will vote those
     proxies that they are entitled to vote for the slate of trustees nominated
     or a majority of those nominees in favor of such an adjournment, and will
     vote those proxies required to be voted against the slate of trustees
     nominated or a majority of the nominees against any such adjournment.
<PAGE>
              Abstentions and broker non-votes will be counted as shares
     present for determining whether a quorum is present but will not be voted
     for or against any adjournment or proposal.  Accordingly, abstentions and
     broker non-votes effectively will be a vote against adjournment or against
     any proposal where the required vote is a percentage of the shares present
     or outstanding.  Broker non-votes are shares held by a broker or nominee
     as to which instructions have not been received from the beneficial owners
     or persons entitled to vote and the broker or nominee does not have
     discretionary voting power.  

              If the enclosed proxy card is executed properly and returned,
     shares represented by it will be voted at the Meeting in accordance with
     the instructions thereof.  If you sign, date and return the proxy card,
     but give no voting instructions, your shares will be voted in favor of the
     proposal described in this proxy statement.  The proxy card may be revoked
     by giving another proxy or by letter or telegram revoking such proxy.  To
     be effective, such revocation must be received by the Trust prior to the
     Meeting and must indicate your name and account number.  In addition, if
     you attend the Meeting in person you may, if you wish, vote by ballot at
     the Meeting, thereby canceling any proxy previously given.

              As of May 31, 1996, the record date, Growth Fund, T-1 Treasury
     Trust, Capital Income Fund, and Yorktown Classic Value Trust (each a
     "Fund" and collectively the "Funds") had 4,877,487, 1,418,374, 251,325,
     and 756,237 shares of beneficial interest outstanding.  Shareholders will
     be entitled to one vote for each share held on that date.  On May 31,
     1996, no single shareholder or "group" (as that term is used in Section
     13(d) of the Securities Exchange Act of 1934) beneficially owned 5% or
     more of the shares of the Trust.  A listing of the owners of more than 5%
     of the shares of any Fund as of May 31, 1996 is set forth in Exhibit A.  A
     table listing the Fund share ownership of each current trustee and each
     nominee is attached as Exhibit B.  On May 31, 1996, the trustees and
     officers as a group owned 41,748.597 shares of the Trust, representing
     less than 1% of the outstanding shares of the Trust.  On May 31, 1996, the
     trustees and officers of the Trust as a group owned 16,655.952 shares of
     Growth Fund, representing less than 1% of the outstanding shares of Growth
     Fund.  On May 31, 1996, the trustees and officers of the Trust owned
     25,092.645 shares of Yorktown Classic Value Trust, representing
     approximately 3.31% of the outstanding shares of Yorktown Classic Value
     Trust.  On May 31, 1996, no trustees or officers owned any shares of T-1
     Treasury Trust or Capital Income Fund.

              The solicitation is made primarily by the mailing of this Proxy
     Statement and the accompanying proxy.  Supplementary solicitations may be
     made by mail, telephone, telegraph, or personal interview by
     representatives of the Trust.  The expenses in connection with preparing
     this Proxy Statement and its enclosures and of all solicitation, including
     reimbursement of brokerage firms and others for the expenses in forwarding
     solicitation material to the beneficial owners of shares, will be borne by
     the Trust.



                                        - 2 -
<PAGE>
              The Trust will furnish to shareholders of a Fund, without charge,
     a copy of the Fund's most recent annual report and the Fund's most recent
     semi-annual report succeeding that annual report on request.  Such request
     should be made by writing to Yorktown Management & Research Company, Inc.,
     or by calling 1-800-544-6060.

              Yorktown Management & Research Company, Inc. (the "Adviser")
     serves as each Fund's investment adviser and administrator.  The Adviser,
     whose address is 2303 Yorktown Avenue, Lynchburg, Virginia 24501, is
     controlled by David D. Basten.  Yorktown Distributors, Inc.
     ("Distributors"), whose address is 2303 Yorktown Avenue, Lynchburg,
     Virginia, 24501, is the distributor of the shares of each Fund. 
     Distributors, an affiliate of the Adviser, is also controlled by David D.
     Basten.


     PROPOSAL 1.  ELECTION OF TRUSTEES

              Proposal 1 relates to the election of trustees of the Trust. 
     Management proposes the election of the six nominees named in the table
     below as trustees of the Trust.  At a meeting of the Trust's board of
     trustees held on July 19, 1995, the board determined to expand the Trust's
     board from three to six and nominated Messrs. G. Edgar Dawson III, Louis
     B. Basten III and Stephen B. Cox to serve as trustees of the Trust,
     subject to their election at the Meeting.  The nominees for Independent
     Trustees (defined below) were selected and nominated by the members of the
     Nominating Committee and then by the full board.  Each nominee, including
     those who are not "interested persons" of the Trust as that term is
     defined by the Investment Company Act of 1940, as amended ("1940 Act")
     ("Independent Trustees"), has indicated his willingness to serve if
     elected.  A majority of the votes cast at the Meeting is required to elect
     the nominees.  If elected, each nominee will hold office for an indefinite
     term until his successor is duly elected and qualified or until he resigns
     or is otherwise removed.  Unless you give contrary instructions on the
     enclosed proxy card, your shares will be voted in favor of the election of
     the six nominees.  If any of the nominees should withdraw or otherwise
     become unavailable for election, your shares will be voted in favor of
     such other nominee or nominees as management may recommend.

              Messrs. David D. Basten and Mark A. Borel have served as trustees
     of the Trust since its inception in 1985.  Mr. Wayne C. Johnson has served
     as a trustee of the Trust since December 15, 1988.  Mr. Louis B. Basten
     previously served as a trustee of the Trust from July 16, 1993 to
     January 18, 1995 when he resigned in order for the Trust to maintain a
     board the majority of members of which were Independent Trustees.  Messrs.








                                        - 3 -
<PAGE>

     Dawson and Cox are nominees who have not previously served as trustees of
     the Trust.  If each of the six nominees is elected, they will constitute
     the entire board of trustees of the Trust.

     <TABLE>
     <CAPTION>
       <S>                             <C>

       Nominee; Age; Present           Business Experience During Past Five
       Position with the Trust         Years; Other Directorships          
       -----------------------         ------------------------------------
       David D. Basten; 45*            President and Director, Yorktown
       President and Trustee           Management & Research Company, Inc.;
       P.O. Box 2529                   President and Director, Yorktown
       2303 Yorktown Avenue            Distributors, Inc.; President, Yorktown
       Lynchburg, Virginia 24501       Financial Corp. (insurance); Vice
                                       President, The Travel Center of Virginia,
                                       Inc.; Partner, The Rivermont Company
                                       (real estate); Partner, Maban Enterprises
                                       (real estate development); Managing
                                       Partner, Basten-Mason Properties (real
                                       estate); Managing Partner, D.A.D., a
                                       Virginia General Partnership (real
                                       estate).  He is the brother of Louis B.
                                       Basten III.


       Mark A. Borel; 44               President, Borel Construction Company,
       Trustee                         Inc.; President, River Properties, Inc.
       P.O. Box 640                    (real estate); President, MOBOWAD, Inc.
       Lynchburg, Virginia 24505       (real estate); Vice President/Secretary,
                                       BOWAD, Inc. (real estate); Partner, James
                                       Riviera, L.L.C. (real estate).


       Wayne C. Johnson; 43            Director of Personnel, C.B. Fleet
       Trustee                         Company, Inc. (pharmaceuticals).
       Route 2 Box 438                                    
       Forest, Virginia 24551
                                                           
       Louis B. Basten III; 53*        Secretary/Treasurer and Director,
       Secretary/Treasurer and         Yorktown Management & Research Company,
       Nominee                         Inc.; Secretary/Treasurer and Director,
       P.O. Box 2529                   Yorktown Distributors, Inc.; President,
       2303 Yorktown Avenue            Mid-State Insurance; Secretary/Treasurer,
       Lynchburg, Virginia 24501       The Travel Center of Virginia, Inc.;
                                       Managing Partner, The Rivermont Company
                                       (real estate).  He is the brother of
                                       David D. Basten.




                                        - 4 -
<PAGE>

       <S>                             <C>


       G. Edgar Dawson III; 40         Shareholder, Officer and Director, Petty,
       Nominee                         Livingston, Dawson, Devening & Richards,
       725 Church Street               P.C. (law firm); prior to January 1995,
       Suite 1300                      he was a partner at the same firm.
       Lynchburg, Virginia 24505

       Stephen B. Cox; 48              Vice President of Operations, Span
       Nominee                         America Medical Systems, Inc. (medical
       Route 1 Box 2161                equipment supplier).
       Forest, Virginia 24551


     </TABLE>

     *  "Interested Person" as that term is defined in Section 2(a)(19) of the
     1940 Act by virtue of their positions with the Adviser and Distributors.

              The board of trustees of the Trust met four times during the
     Trust's fiscal year ended May 31, 1996.  The Audit Committee of the board
     currently consists of Messrs. Borel and Johnson.  The duties of the Audit
     Committee are (a) to review the financial and accounting policies of the
     Trust, including internal accounting control procedures, and to review
     reports prepared by the Trust's independent auditors, including reports on
     the Trust's financial statements; (b) to review and recommend approval or
     disapproval of audit and non-audit services and the fees charged for such
     services; (c) to evaluate the independence of the independent auditors and
     to recommend whether to retain such independent auditors for the next
     fiscal year; and (d) to report to the board and make such recommendations
     as it deems necessary.  The Audit Committee met twice during the Trust's
     fiscal year ended May 31, 1996.  Each of the trustees attended all of the
     meetings of the board and the Audit Committee held during the Trust's
     fiscal year ended May 31, 1996.  The Nominating Committee currently
     consists of Messrs. Borel and Johnson.  The Nominating Committee selects
     and nominates individuals to serve as Independent Trustees.  It is not
     expected that the Nominating Committee ordinarily will consider nominees
     recommended by shareholders.  The Trust pays the Independent Trustees of
     the Trust $900 per meeting of the board; trustees of the Trust who are
     "interested persons" as defined in the 1940 Act receive no compensation
     from the Trust.  

              The table below includes certain information relating to the
     compensation of the Trust's trustees for the fiscal year ended May 31,
     1996.







                                        - 5 -
<PAGE>

     <TABLE>
     <CAPTION>
                                                              Compensation Table
       <S>                          <C>                <C>                  <C>                  <C>

                                                       Pension         or
                                                       Retirement
                                                       Benefits   Accrued                        Total   Compensation
                                    A g g r e g a t e  as  Part  of   the   Estimated   Annual   From  the Trust  and
       Name of Person,              Compensation       Trust's              Benefits      Upon   the  Trust   Complex
       Position                     From the Trust     Expenses             Retirement           Paid to Trustees
       ---------------              --------------     --------             ----------           ----------------
       David D. Basten, Trustee          -0-                 -0-                   -0-                  -0-

       Mark A. Borel, Trustee  .       $3,600                -0-                   -0-                $3,600

       Wayne C. Johnson, Trustee       $3,600                -0-                   -0-                $3,600
     </TABLE>

                                    TRUST OFFICERS

              Officers of the Trust are appointed by the trustees of the Trust. 
     None of the Trust's officers currently receives any compensation from the
     Trust.  The officers of the Trust, other than Mr. David D. Basten and Mr.
     Louis B. Basten, who are trustee nominees, are:

              Charles D. Foster, age 35, Chief Financial Officer of the Trust
     since August 1, 1988.  Chief Financial Officer, Yorktown Management &
     Research Company, Inc.; Chief Financial Officer, Yorktown Distributors,
     Inc. 

              M. Dennis Stratton, age 33, Controller of the Trust since
     April 3, 1989.  Controller, Yorktown Management & Research Company, Inc.;
     Controller, Yorktown Distributors, Inc. 

                                    OTHER BUSINESS

              The management knows of no business to be presented at the
     Meeting other than the matters set forth in this statement, but should any
     other matter requiring a vote of shareholders arise, the proxies will vote
     thereon according to their best judgment in the interests of the Trust.

                                SHAREHOLDER PROPOSALS

              As a general matter, the Trust does not hold regular annual or
     other meetings of shareholders of the Trust.  Any shareholder who wishes
     to submit proposals for consideration at a special meeting of the
     shareholders of the Trust should send such proposals to the Trust at 2303
     Yorktown Avenue, Lynchburg, Virginia 24501.  Proposals must be received a
     reasonable time prior to the date of a meeting of shareholders to be
     considered for inclusion in materials for that meeting.  Timely submission

                                        - 6 -
<PAGE>
     of a proposal does not necessarily mean that such proposal will be
     included.

                                       By order of the Board of Trustees,

                                       Louis B. Basten III
                                       Secretary

     June 14, 1996

     IT IS IMPORTANT THAT YOU EXECUTE AND RETURN YOUR PROXY PROMPTLY.










































                                        - 7 -
<PAGE>

                                                                       EXHIBIT A


               BENEFICIAL OWNERSHIP OF GREATER THAN 5% OF FUND SHARES


     <TABLE>
     <CAPTION>
       <S>                                  <C>                                  <C>

                                                                                       Number and Percentage of
                                                                                    Outstanding Shares Beneficially
                                                                                                 Owned
                Name and Address                       Name of Fund                        as of May 31, 1996  
                ----------------                       ------------                     -----------------------

       Rob-San Resources, Inc.              Capital Income Fund                        23,055                9.17%
       79 East Wilder Road
       West Lebanon, NH  03784

       Joel B. & Christina Wilder           Capital Income Fund                        14,376                5.72%
       56 Cart Path Road                    Yorktown Classic Value Trust               99,576               13.17%
       Weston, MA  02193

       American Magnetics 401(K) PSP        Capital Income Fund                        13,993                5.57%
       Trust Company of Knoxville
       P.O. Box 789
       Knoxville, TN  37901-0789
       Eric D. & Susan H. Sipf              Yorktown Classic Value Trust               46,359                6.13%
       3700 S. Gilpin Street
       Englewood, CO  80110
     </TABLE>





















                                         A-1
<PAGE>
     <TABLE>
     <CAPTION>                                                                    EXHIBIT B

                               FUND OWNERSHIP OF NOMINEES AND CURRENT BOARD MEMBERS



       <S>                          <C>                                      <C>

       Nominees or Current Board                                                   Number and Percentage of
            Members Who Are                                                           Outstanding Shares
        Standing for Reelection                  Name of Fund                      Held as of May 31, 19961/
        -----------------------                  ------------                       -----------------------
       David D. Basten2/                          Growth Fund                   14,144.122               3/
                      -											 -
                                         Yorktown Classic Value Trust           25,092.645             3.31%

       Mark A. Borel                              Growth Fund                    1,125.809               3/
                                                                                                         - 

       Wayne C. Johnson                           Growth Fund                       79.943               3/
                                                                                                         - 
       Louis B. Basten III                        Growth Fund                      190.510               3/
                                                                                                         - 

       G. Edgar Dawson III                             -                              -                  -
       Stephen B. Cox                                  -                              -                  -

     </TABLE>








                                       

    1/      Unless otherwise stated, sole voting and
    investment power.

    2/      With respect to Growth Fund, includes 9,080.590 shares held by
    Leslie Basten (Mr. David Basten's wife), 1,060.545 shares held by Yorktown
    Management & Research Company, Inc., and 3,485.814 shares held by D.A.D.
    Partnership, which shares Mr. David Basten is presumed to control.

              With respect to Yorktown Classic Value Trust, includes 13,330.469
     shares held by Leslie Basten, 5,621.850 shares held by Yorktown Management
     & Research Company, Inc., and 4,674.873 shares held by D.A.D. Partnership,
     which shares Mr. David Basten is presumed to control.

     3/       Does not exceed 1% of outstanding shares.
     
                                                                     B-1
<PAGE>

     AMERICAN PENSION INVESTORS TRUST:          PROXY SOLICITED BY   
     GROWTH FUND                                THE BOARD OF TRUSTEES







     The undersigned, revoking any and all previous proxies, hereby appoints
     David D. Basten and Charles D. Foster attorneys, with the full power of
     substitutions, to vote all shares of American Pension Investors Trust: 
     Growth Fund ("Fund"), which the undersigned is entitled to vote at the
     Special Meeting of Shareholders of the Trust to be held at 2303 Yorktown
     Avenue, Lynchburg, Virginia 24501 on July 17, 1996 at 10:00 a.m. and at
     any adjournments thereof.  All powers may be exercised by a majority of
     said proxy holders or substitutes voting or acting or, if only one votes
     and acts, then by that one.  This proxy shall be voted on the proposal
     described in the Proxy Statement as specified in the spaces below. 
     Receipt of the Notice of the Meeting and the accompanying Proxy Statement
     is hereby acknowledged.

       NOTE:  Please sign exactly as       DATE _______________________, 1996
       your name appears on this proxy. 
       When signing in a fiduciary
       capacity such as executor,          __________________________________
       administrator, trustee, attorney,
       guardian, etc., please so
       indicate.  Corporate and            __________________________________
       partnership proxies should be       Signature(s) [Title, if applicable]
       signed by an authorized person
       indicating the person's title.


           PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.


     Please refer to the Proxy Statement discussion of this matter.  IF NO
     SPECIFICATION IS MADE OR IF THE SPACE MARKED "FOR ALL EXCEPT" IS MARKED
     BUT NO NAMES OF THE NOMINEES ARE STRUCK THROUGH, THE PROXY SHALL BE VOTED
     FOR THE PROPOSAL.

     As to any other matter requiring a vote of shareholders that may arise,
     said attorneys shall vote in accordance with their best judgment in the



                                                                     
<PAGE>
     interest of the Trust.  THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE
     FOLLOWING:

     1.       ELECTION OF TRUSTEES

              (Instruction:  To withhold authority to vote for any individual
              nominee, mark center space below and strike a line through the
              nominee's name in the list below.  Your shares shall be voted for
              the remaining nominee(s).)

              _____FOR         _____FOR ALL EXCEPT      _____WITHHOLD

              David D. Basten; Mark A. Borel; Wayne C. Johnson; Louis B. Basten
              III; G. Edgar Dawson III; Stephen B. Cox







































                                                                     
<PAGE>

     AMERICAN PENSION INVESTORS TRUST:                     PROXY SOLICITED BY   
     T-1 TREASURY TRUST                                    THE BOARD OF TRUSTEES









     The undersigned, revoking any and all previous proxies, hereby appoints
     David D. Basten and Charles D. Foster attorneys, with the full power of
     substitutions, to vote all shares of American Pension Investors Trust:  T-
     1 Treasury Trust ("Fund"), which the undersigned is entitled to vote at
     the Special Meeting of Shareholders of the Trust to be held at 2303
     Yorktown Avenue, Lynchburg, Virginia 24501 on July 17, 1996 at 10:00 a.m.
     and at any adjournments thereof.  All powers may be exercised by a
     majority of said proxy holders or substitutes voting or acting or, if only
     one votes and acts, then by that one.  This proxy shall be voted on the
     proposal described in the Proxy Statement as specified in the spaces
     below.  Receipt of the Notice of the Meeting and the accompanying Proxy
     Statement is hereby acknowledged.

       NOTE:  Please sign exactly as       DATE _______________________, 1996
       your name appears on this proxy. 
       When signing in a fiduciary
       capacity such as executor,          __________________________________
       administrator, trustee, attorney,
       guardian, etc., please so
       indicate.  Corporate and            __________________________________
       partnership proxies should be       Signature(s) [Title, if applicable]
       signed by an authorized person
       indicating the person's title.


           PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.


     Please refer to the Proxy Statement discussion of this matter.  IF NO
     SPECIFICATION IS MADE OR IF THE SPACE MARKED "FOR ALL EXCEPT" IS MARKED
     BUT NO NAMES OF THE NOMINEES ARE STRUCK THROUGH, THE PROXY SHALL BE VOTED
     FOR THE PROPOSAL.
     ---

     As to any other matter requiring a vote of shareholders that may arise,
     said attorneys shall vote in accordance with their best judgment in the


                                                                     
<PAGE>
     interest of the Trust.  THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE
     FOLLOWING:

     1.       ELECTION OF TRUSTEES

              (Instruction:  To withhold authority to vote for any individual
              nominee, mark center space below and strike a line through the
              nominee's name in the list below.  Your shares shall be voted for
              the remaining nominee(s).)

              _____FOR           _____FOR ALL EXCEPT             _____WITHHOLD

              David D. Basten; Mark A. Borel; Wayne C. Johnson; Louis B. Basten
              III; G. Edgar Dawson III; Stephen B. Cox







































                                                                     
<PAGE>

     AMERICAN PENSION INVESTORS TRUST:                     PROXY SOLICITED BY   
     CAPITAL INCOME FUND                                   THE BOARD OF TRUSTEES









     The undersigned, revoking any and all previous proxies, hereby appoints
     David D. Basten and Charles D. Foster attorneys, with the full power of
     substitutions, to vote all shares of American Pension Investors Trust: 
     Capital Income Fund ("Fund"), which the undersigned is entitled to vote at
     the Special Meeting of Shareholders of the Trust to be held at 2303
     Yorktown Avenue, Lynchburg, Virginia 24501 on July 17, 1996 at 10:00 a.m.
     and at any adjournments thereof.  All powers may be exercised by a
     majority of said proxy holders or substitutes voting or acting or, if only
     one votes and acts, then by that one.  This proxy shall be voted on the
     proposal described in the Proxy Statement as specified in the spaces
     below.  Receipt of the Notice of the Meeting and the accompanying Proxy
     Statement is hereby acknowledged.

       NOTE:  Please sign exactly as       DATE _______________________, 1996
       your name appears on this proxy. 
       When signing in a fiduciary
       capacity such as executor,          __________________________________
       administrator, trustee, attorney,
       guardian, etc., please so
       indicate.  Corporate and            __________________________________
       partnership proxies should be       Signature(s) [Title, if applicable]
       signed by an authorized person
       indicating the person's title.


           PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.


     Please refer to the Proxy Statement discussion of this matter.  IF NO
     SPECIFICATION IS MADE OR IF THE SPACE MARKED "FOR ALL EXCEPT" IS MARKED
     BUT NO NAMES OF THE NOMINEES ARE STRUCK THROUGH, THE PROXY SHALL BE VOTED
     FOR THE PROPOSAL.

     As to any other matter requiring a vote of shareholders that may arise,
     said attorneys shall vote in accordance with their best judgment in the



                                                                     
<PAGE>
     interest of the Trust.  THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE
     FOLLOWING:

     1.       ELECTION OF TRUSTEES

              (Instruction:  To withhold authority to vote for any individual
              nominee, mark center space below and strike a line through the
              nominee's name in the list below.  Your shares shall be voted for
              the remaining nominee(s).)

              _____FOR           _____FOR ALL EXCEPT    _____WITHHOLD

              David D. Basten; Mark A. Borel; Wayne C. Johnson; Louis B. Basten
              III; G. Edgar Dawson III; Stephen B. Cox







































                                                                     
<PAGE>

     AMERICAN PENSION INVESTORS TRUST:                     PROXY SOLICITED BY   
     YORKTOWN CLASSIC VALUE TRUST                          THE BOARD OF TRUSTEES









     The undersigned,  revoking any  and all previous  proxies, hereby  appoints
     David D.  Basten and Charles  D. Foster attorneys,  with the full power  of
     substitutions, to  vote  all shares  of American  Pension Investors  Trust:
     Yorktown Classic Value Trust  ("Fund"), which  the undersigned is  entitled
     to vote  at the Special Meeting of Shareholders of the  Trust to be held at
     2303 Yorktown Avenue, Lynchburg, Virginia  24501 on July 17, 1996 at  10:00
     a.m. and at any  adjournments thereof.   All powers may  be exercised by  a
     majority of said proxy holders or substitutes voting  or acting or, if only
     one votes  and acts, then by  that one.  This  proxy shall be  voted on the
     proposal described  in  the Proxy  Statement  as  specified in  the  spaces
     below.   Receipt of the  Notice of the  Meeting and the accompanying  Proxy
     Statement is hereby acknowledged.

       NOTE:  Please sign exactly as       DATE _______________________, 1996
       your name appears on this proxy. 
       When signing in a fiduciary
       capacity such as executor,          __________________________________
       administrator, trustee, attorney,
       guardian, etc., please so
       indicate.  Corporate and            __________________________________
       partnership proxies should be       Signature(s) [Title, if applicable]
       signed by an authorized person
       indicating the person's title.

           PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.


     Please refer  to the  Proxy Statement  discussion of  this matter.   IF  NO
     SPECIFICATION IS  MADE OR IF  THE SPACE MARKED  "FOR ALL EXCEPT" IS  MARKED
     BUT NO NAMES OF  THE NOMINEES ARE STRUCK THROUGH, THE PROXY  SHALL BE VOTED
     FOR THE PROPOSAL.

     As  to any other  matter requiring a vote  of shareholders  that may arise,
     said  attorneys shall  vote in accordance  with their best  judgment in the
     interest of the Trust.   THE BOARD  OF TRUSTEES RECOMMENDS  A VOTE FOR  THE
     FOLLOWING:


                                                                     
<PAGE>
     1.       ELECTION OF TRUSTEES

              (Instruction:   To withhold authority  to vote  for any individual
              nominee, mark  center space below  and strike a  line through  the
              nominee's name in the list  below.  Your shares shall be voted for
              the remaining nominee(s).)

              _____FOR            _____FOR ALL EXCEPT     _____WITHHOLD

              David D. Basten; Mark A. Borel;  Wayne C. Johnson; Louis B. Basten
              III; G. Edgar Dawson III; Stephen B. Cox










































                                                                     
<PAGE>


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