WITNESSETH

                                                                   Exhibit 5(b)

                        RENEWAL OF MANAGEMENT AGREEMENT

      THIS AGREEMENT, made this 18th day of May, 1998, between Citizens
Investment Trust, an open end investment company organized and existing under
the laws of the Commonwealth of Massachusetts, (the "Trust") and Citizens
Advisers, Inc., a California Corporation (the Adviser").

                                   WITNESSETH

      WHEREAS, there is now in effect a Management Agreement dated May 30, 1995
and restated as of January 19, 1997, to be in effect through May 31, 1998,
between the Trust and the Adviser providing the research, portfolio management
services and certain administrative services to be furnished to the Trust by
the Adviser on certain terms and conditions and subject to certain provision
set forth therein; and

      WHEREAS, said Agreement was reapproved by the vote of the holders of a
majority of the outstanding shares of the capital stock of the Trust at the
Special Meeting of Stockholders held May 18, 1992, and said Agreement provides
for year to year renewals by mutual consent, upon certain specified conditions,
and the renewal of such agreement has been approved by the Board of Trustees of
the Trust on May 18, 1998; and

      NOW, THEREFORE, such parties agree as follows:

1.    The Management Agreement dated May 30, 1995 and restated as of January
      19, 1997, is hereby renewed for the additional 12 month period beginning
      June 1, 1998 and ending at the close of business on May 31, 1999.

2.    In all other respects said Management Agreement, as now amended and in
      effect, is reaffirmed and shall continue in effect for the period
      provided by such Agreement as renewed by this Agreement.

3.    This Agreement may be executed in several counterparts, each of which
      shall be original.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their corporate names by their duly authorized officers as of the
day and year first above written.

Citizens Investment Trust           Citizens Advisers, Inc.

By    Xxxx Xxxxxx Xxxxxx            By    Xxxxxx Xxxxxxx
      ------------------                  --------------
      Xxxx Xxxxxx Xxxxxx                  Xxxxxx Xxxxxxx
      Chair                               President