CAPITAL MANAGEMENT INVESTMENT TRUST
N-30D, 1996-07-30
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                   [CAPITAL MANAGEMENT ASSOCIATES LETTERHEAD]

                                                        June 26, 1996

Dear Fellow Shareholders,

     As we approach mid-year, I would like to review with you what has
occurred in the financial markets thus far in 1996, and more importantly,
what we foresee in the months ahead.

     The stock market started 1996 with three basic assumptions:

     1. The economy was weak.
     2. The Federal Reserve would lower interest rates.
     3. Corporate earnings would likely be sluggish.

     Presently, investors believe the economy is healthy; interest rates will
not be cut, and earnings will advance. However, there is a major divergence
of opinion on inflation, but recent reports would seem to support the more
optimistic view that inflation remains subdued.

     Stocks have significantly outperformed bonds this year. It is noted that
these superior equity results are a reflection of the public's participation
in mutual funds and corporations flush with cash buying back their shares or
making acquisitions. Perhaps the most important element has been a neutral
stance by the Federal Reserve. Short-term interest rates are about where
they were at year end; whereas, long-term rates have risen from below 6% to
just above 7%. Current conditions are in marked contrast to the first half
of 1994 when both short- and long-term rates had risen by mid-year, and
stocks had declined between 5 and 10%.

     Looking ahead to year end, we expect economic activity to moderate in
view of consumer debt levels and the increase in long rates that has already
occurred. We do not expect the Federal Reserve to raise short-term rates
in the near future, but this assumption must be watched carefully. Should
the economy prove stronger that we now expect or should inflation pick up,
the Fed would tighten, and the stock market would suffer.

     In the meantime, your fund is invested in companies which should be
able to increase earnings and dividends even in a period of moderating
economic activity. The largest group of holdings is in the oil service
sector, specifically offshore exploration where a worldwide boom is occurring.
We are starting to explore opportunities in the technology area given the
drubbing suffered by many of these stocks in the past few months, and we
continue to search for companies that have dominate positions in unique
areas such as AptarGroup, Harman International, Sola International, and Helix
Technology. To damp portfolio risk, we have also invested in banks and
utilities which provide above-market income and will add stability in periods
of market nervousness.

     Our long-term goal is to grow your fund's assets in a prudent manner while
operating in the very dynamic mid-cap area of the equity market.

                           /s/ C. Lennis Koontz, II, CFA

                           C. Lennis Koontz, II, CFA
                           President
                           June 26, 1996

<PAGE>

<TABLE>
<CAPTION>

                         CAPITAL MANAGEMENT EQUITY FUND

                            PORTFOLIO OF INVESTMENTS

                                  May 31, 1996
                                  (Unaudited)

                                                                      Number of                         Value
                                                                       Shares                          (note 1)
                                                                  ------------------           -------------------
<S> <C>
COMMON STOCKS - 95.81%
          Auto parts - replacement equipment - 2.48%
                Echlin, Inc.                                                  2,575                       $88,516
                                                                                               -------------------

          Chemicals - 7.46%
                Air Products and Chemicals, Inc.                              1,000                        59,500
                Hanna (M.A.) Company                                          3,800                       130,625
                Rohm & Haas Company                                           1,125                        76,219
                                                                                               -------------------
                                                                                                          266,344

                                                                                               -------------------
          Computer software and services - 2.17%
                Reynolds & Reynolds Company                                   1,550                        77,306
                                                                                               -------------------

          Electrical equipment - 2.13%
                Belden, Inc.                                                  2,375                        76,000
                                                                                               -------------------

          Electronics - 5.19%
                Harman International Industries, Inc.                         2,225                       116,812
                Varian Associates, Inc.                                       1,200                        68,400
                                                                                               -------------------
                                                                                                          185,212

                                                                                               -------------------
          Electronics - semiconductor - 2.05%
                Helix Technology Corporation                                  2,000                        73,000
                                                                                               -------------------

          Entertainment - 1.98%
          (a)   Harrah's Entertainment, Inc.                                  2,100                        70,612
                                                                                               -------------------

          Environmental control - 2.22%
                Browning-Ferris Industries, Inc.                              2,600                        79,300
                                                                                               -------------------

          Financial - banks, commercial - 9.28%
                Barnett Banks, Inc.                                           1,600                       100,000
                First Security Corporation                                    2,600                        61,750
                Summit Bancorp                                                2,700                        98,212
                US Bancorp                                                    2,000                        71,250
                                                                                               -------------------
                                                                                                          331,212

                                                                                               -------------------
          Food -wholesale - 2.61%
                Richfood Holdings, Inc.                                       2,775                        92,962
                                                                                               -------------------

          Food processing - 1.80%
                Dole Food Company                                             1,700                        64,175
                                                                                               -------------------

          Homebuilders - 1.97%
                Pulte Corporation                                             1,275                        35,700
          (a)   U. S. Home Corporation                                        1,350                        34,762
                                                                                               -------------------
                                                                                                           70,462

                                                                                               -------------------
          Machine - construction and mining - 1.97%
                Case Corporation                                              1,400                        70,175
                                                                                               -------------------

                                                                                               (Continued)

</TABLE>


                         CAPITAL MANAGEMENT EQUITY FUND

                            PORTFOLIO OF INVESTMENTS

                                  May 31, 1996
                                  (Unaudited)

<TABLE>
<CAPTION>                                                                   Number of                  Value
                                                                             Shares                   (note 1)
                                                                        ------------------       -------------------
<S> <C>
COMMON STOCKS (Continued)
          Machine - diversified - 2.22%
                York International Corporation                                1,500                       $79,312
                                                                                                 -------------------

          Manufactured housing - 1.08%
                Clayton Homes, Inc.                                           2,000                        38,500
                                                                                                 -------------------

          Medical - hospital managment and service - 2.46%
                Caremark International, Inc.                                  3,200                        87,600
                                                                                                 -------------------

          Medical supplies - 1.82%
          (a)   Sola International, Inc.                                      2,150                        65,038
                                                                                                 -------------------

          Metals - diversified - 2.05%
                Freeport-McMoRan Copper & Gold, Inc.                          2,200                        73,150
                                                                                                 -------------------

          Miscellaneous - manufacturing - 3.12%
                Fisher Scientific International                               2,725                       111,384
                                                                                                 -------------------

          Office and business equipment - 1.95%
                Pitney-Bowes, Inc.                                            1,400                        69,475
                                                                                                 -------------------

          Oil and gas - domestic - 2.64%
                Quaker State Corporation                                      6,125                        94,172
                                                                                                 -------------------

          Oil and gas - equipment and services - 13.37%
          (a)   Diamond Offshore Drilling, Inc.                               2,000                        95,750
          (a)   ENSCO International, Inc.                                     2,100                        63,788
          (a)   Global Marine, Inc.                                           5,375                        65,844
          (a)   Rowan Companies, Inc                                          4,450                        67,862
          (a)   Varco International, Inc.                                     6,900                       114,713
                Sonat Offshore Drilling Company                               1,300                        68,900
                                                                                                 -----------------
                                                                                                          476,857
                                                                                                 -----------------
          Packaging and containers - 0.36%
                Aptargroup, Inc.                                                300                        12,712
                                                                                                 -----------------

          Publishing - printing - 5.05%
                McGraw-Hill Companies, Inc.                                   1,550                        72,656
                R.R. Donnelley & Sons Company                                 2,925                       107,494
                                                                                                ------------------
                                                                                                          180,150
                                                                                                ------------------
          Retail - department stores - 2.98%
          (a)   Federated Department Stores, Inc.                             3,075                       106,472
                                                                                                ------------------





                                                                                                    (Continued)
</TABLE>




                         CAPITAL MANAGEMENT EQUITY FUND

                            PORTFOLIO OF INVESTMENTS

                                  May 31, 1996
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                                 Number of                       Value
                                                                   Shares                       (note 1)
                                                                -----------                   -----------
COMMON STOCKS (Continued)
         <S> <C>
          Toys - 3.04%
                Mattel, Inc.                                          3,975                      $108,319
                                                                                                ----------

          Transportation - rail - 3.06%
                Illinois Central Corporation                          3,650                       109,044
                                                                                                ----------

          Utilities - electric - 3.63%
                Houston Industries, Inc.                              2,850                        62,344
                Idaho Power Company                                   2,300                        67,275
                                                                                                ----------
                                                                                                  129,619
                                                                                                ----------
          Utilities - gas - 3.68%
                Brooklyn Union Gas Company                            2,450                        65,538
                Pacific Enterprises                                   2,500                        65,938
                                                                                                ----------
                                                                                                  131,476
                                                                                                ----------

                Total Common Stocks (Cost $3,023,471)                                           3,418,556
                                                                                                ----------
                                                                    Principal
                                                                      Amount
                                                                 ----------------
REPURCHASE AGREEMENT (b) - 3.45%
                Wachovia Bank                                      $123,110                       123,110
                5.25%, due June 3, 1996                                                         ----------
                (Cost $123,110)

Total Value of Investments (Cost $3,146,581)                                       99.26%       3,541,666
Other Assets Less Liabilities                                                       0.74%          26,226
                                                                                  ---------    -----------
          Net Assets                                                              100.00%      $3,567,892
                                                                                  =========    ===========

          (a)   Non-income producing investment.

          (b)   Joint repurchase agreement entered into May 31, 1996, with a
                maturity value of $10,917,288 collateralized by $10,945,000 U.S.
                Treasury Bonds, due March 31, 1997. The aggregate market value
                of the collateral at May 31, 1996 was $11,141,098. The Fund's
                pro rata interest in the market value of the collateral at May
                31, 1996 was $125,683. The Fund's pro rata interest in the joint
                repurchase agreement collateral is taken into possession by the
                Fund's custodian upon entering into the repurchase agreement.
                The collateral is marked to market daily to ensure its market
                value is at least 102 percent of the sales price of the
                repurchase agreement.

          (c)   Aggregate cost for financial reporting and federal income tax
                purposes is the same. Unrealized appreciation (depreciation) of
                investments for financial reporting and federal income tax
                purposes is as follows:

                Unrealized appreciation                                                          $437,965
                Unrealized depreciation                                                           (42,880)
                                                                                                ---------
                                  Net unrealized appreciation                                    $395,085
                                                                                              ===========

</TABLE>

See accompanying notes to financial statements



<PAGE>

                         CAPITAL MANAGEMENT EQUITY FUND

                      STATEMENT OF ASSETS AND LIABILITIES

                                  May 31, 1996
                                  (Unaudited)

ASSETS

        Investments at value (Cost $3,146,581)                       $3,541,666
        Interest receivable                                                 237
        Dividends receivable                                              5,254
        Receivable for investments sold                                  29,681
        Receivable for fund shares sold                                   5,585
        Prepaid expenses                                                    160
        Due from advisor (note 2)                                         3,720
        Other asset                                                         201
                                                                    -----------
              Total assets                                            3,586,504
                                                                    -----------

LIABILITIES
        Accrued expenses                                                  6,317
        Payable for investment purchases                                 12,295
                                                                    -----------
              Total liabilities                                          18,612
                                                                    -----------

NET ASSETS                                                           $3,567,892
                                                                    ===========


NET ASSETS CONSIST OF
        Paid-in capital                                              $3,074,195
        Undistributed net investment income                              11,524
        Undistributed net realized gain on investments                   87,088
        Net unrealized appreciation on investments                      395,085
                                                                    -----------
                                                                     $3,567,892
                                                                    ===========

INSTITUTIONAL CLASS
        Net asset value  and offering price per share ($2,920,427 /
           224,532 shares outstanding)                                   $13.01
                                                                    ===========


INVESTOR CLASS

        Net asset value ($647,465 / 49,911 shares outstanding)           $12.97
                                                                    ===========
        Maximum offering price per share (100 /  97.0% of $12.97)        $13.37
                                                                    ===========



See accompanying notes to financial statements

<PAGE>


                         CAPITAL MANAGEMENT EQUITY FUND

                            STATEMENT OF OPERATIONS

                       For the period ended May 31, 1996
                                  (Unaudited)

INVESTMENT INCOME

        Income
              Dividends                                               $ 27,046
              Interest                                                   6,302
                                                                      ---------
                    Total income                                        33,348
                                                                      ---------

        Expenses
              Fund accounting fees (note 2)                             16,500
              Investment advisory fees (note 2)                         15,595
              Professional fees                                         12,475
              Custody fees                                               6,755
              Other fees                                                 4,560
              Fund administration fees (note 2)                          3,119
              Securities pricing fees                                    1,657
              Distribution and service fees - Investor Class (note 3)    1,577
              Registration and filing administration fees                  983
              Shareholder recordkeeping fees                                78
              Trustee fees and meeting expenses                         12,769
              Registration and filing expenses                           4,695
              Shareholder servicing expenses                             2,115
              Printing expenses                                          1,268
              Operating expenses                                           422
                                                                      ---------
                    Total expenses                                      84,568
                                                                      ---------

                    Less:
                          Expense reimbursements (note 2)              (68,966)
                          Investment advisory fees waived (note 2)     (15,595)
                                                                      ---------
                    Net expenses                                             7
                                                                      ---------
                          Net investment income                         33,341
                                                                      ---------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS

        Net realized gain from investment transactions                  96,923
        Increase in unrealized appreciation on investments             196,087
                                                                      ---------
              Net realized and unrealized gain on investments          293,010
                                                                      ---------
                 Net increase in net assets resulting from operations $326,351
                                                                      =========



See accompanying notes to financial statements

<PAGE>



                         CAPITAL MANAGEMENT EQUITY FUND

                      STATEMENTS OF CHANGES IN NET ASSETS
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                                                                       For the
                                                                                                      period from
                                                                                                    January 27, 1995
                                                                                                     (commencement
                                                                             Period ended            of operations) to
                                                                                May 31,                 November 30,
                                                                                 1996                      1995
                                                                             --------------       --------------------
<S> <C>
INCREASE IN NET ASSETS

    Operations
      Net investment income                                                  $   33,341                $   29,772
      Net realized gain from investment transactions                             96,923                    33,755
      Increase in unrealized appreciation on investments                        196,087                   198,998
                                                                             ----------                ----------

        Net increase in net assets resulting from operations                    326,351                   262,525
                                                                             ----------                ----------
Distributions to shareholders from

      Net investment income - Institutional Class                               (27,577)                  (19,101)
      Net investment income - Investor Class                                     (4,492)                     (419)
      Net realized gain from investment transactions - Institutional Class      (33,645)                        0
      Net realized gain from investment transactions - Investor Class            (9,945)                        0
                                                                             ----------                ----------
        Decrease in net assets resulting from distributions                     (75,659)                  (19,520)
                                                                             ----------                ----------
Capital share transactions

      Increase in net assets resulting from capital share transactions (a)      933,879                 2,140,316
                                                                             ----------                ----------
        Total increase in net assets                                          1,184,571                 2,383,321

NET ASSETS

      Beginning of period                                                     2,383,321                         0
                                                                             ----------                ----------
      End of period                                                          $3,567,892                $2,383,321
                                                                             ==========                ==========
</TABLE>


(a) A summary of capital share activity follows:


<TABLE>
<CAPTION>

                                                   INSTITUTIONAL CLASS                         INVESTOR CLASS

                                                                For the                                          For the
                                                               period from                                      period from
                                                             January 27, 1995                                January 27, 1995
                                                              (commencement                                   (commencement
                                         Period ended        of operations) to           Period ended        of operations) to
                                         May 31, 1996            November 30,            May 31, 1996           November 30,
                                                                     1995                                         1995

                                     Shares        Value       Shares       Value     Shares      Value    Shares       Value
                                     ------        -----       ------       -----     ------      -----    ------       -----
<S> <C>
Shares sold                          68,757      $819,477      149,099   $1,574,589    4,451     $54,718    45,533    $546,342
Shares issued for reinvestment
   of distribution                    5,051        61,221        1,626       19,101    1,201      14,437        35         419
                                     ------      --------      -------   ----------    -----     -------    ------    --------
                                     73,803       880,698      150,725    1,593,690    5,652      69,155    45,568     546,761

Shares redeemed                          (1)          (10)           0            0   (1,298)    (15,964)      (11)       (135)
                                     ------      --------      -------   ----------    -----     -------    ------    --------
Net increase                         73,807      $880,688      150,725   $1,593,690    4,354     $53,191    45,557    $546,626
                                     ======      ========     ========   ==========    =====     =======    ======    ========

</TABLE>

See accompanying notes to financial statements


<PAGE>

                         CAPITAL MANAGEMENT EQUITY FUND

                              FINANCIAL HIGHLIGHTS

                (For a Share Outstanding Throughout the Period)
                                  (Unaudited)


<TABLE>
<CAPTION>

                                                              ----------------------------------     -----------------------------
                                                                       INSTITUTIONAL CLASS                    INVESTOR CLASS
                                                              ----------------------------------     -----------------------------

                                                                                    For the                          For the
                                                                                  period from                       period from
                                                                               January 27, 1995                   January 27, 1995
                                                                  For the        (commencement        For the      (commencement
                                                                period ended   of operations) to   period ended  of operations) to
                                                                  May 31,        November 30,         May 31,       November 30,
                                                                    1996             1995              1996             1995
                                                             ---------------  ------------------   -------------   --------------
<S> <C>
Net asset value, beginning of period                            $12.16              $10.00            $12.09           $11.07

        Income from investment operations
              Net investment income                               0.11                0.20              0.13             0.11
              Net realized and unrealized gain on investments     1.06                2.10              1.11             1.02
                                                             -------------    ----------------    --------------   --------------
                    Total from investment operations              1.17                2.30              1.24             1.13
                                                             -------------    ----------------    --------------   --------------

        Distributions to shareholders from
              Net investment income                              (0.14)              (0.14)            (0.10)           (0.11)
              Net realized gain from investment transactions     (0.22)               0.00             (0.22)            0.00
                                                            -------------     ---------------     --------------   --------------
                    Total distributions                          (0.36)              (0.14)            (0.32)           (0.11)
                                                            -------------     ----------------    --------------   --------------

Net asset value, end of period                                  $12.97              $12.16            $13.01           $12.09
                                                            =============     ================    ==============   ==============

Total return                                                     10.22 %(a)            23.00 %(b)        9.04 %(c)      10.24 %(d)
                                                            =============     ================    ==============   ==============

Ratios/supplemental data

        Net assets, end of period                           $2,920,427          $1,832,507          $647,465         $550,814
                                                            =============     ================    ==============   ==============

        Ratio of expenses to average net assets
              Before expense reimbursements and waived fees       1.39 %(e)             7.20 %(e)        2.14 %(e)       7.18 %(e)
              After expense reimbursements and waived fees        0.00 %(e)             0.31 %(e)        0.00 %(e)       1.06 %(e)
        Ratio of net investment income to average net assets
              Before expense reimbursements and waived fees       0.77 %(e)            (4.45)%(e)        0.03 %(e)      (4.23)%(e)
              After expense reimbursements and waived fees        2.15 %(e)             2.44 %(e)        2.17 %(e)       1.89 %(e)
        Portfolio turnover rate                                  53.52 %               47.74 %          53.52 %         47.74 %

</TABLE>


(a)     Annualized total return is 21.41%.
(b)     Annualized total return is 27.91%.
(c)     Total return does not reflect payment of a sales charge.  Annualized
        total return is 18.44%.
(d)     Total return does not reflect payment of a sales charge.  Annualized
        total return is 16.20%.
(e)     Annualized.


See accompanying notes to financial statements

<PAGE>

                       CAPITAL MANAGEMENT EQUITY FUND

                       NOTES TO FINANCIAL STATEMENTS

                                May 31, 1996



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION

     The Capital Management Equity Fund (the "Fund") is a diversified
     series of shares of beneficial interest of the Capital Management
     Investment Trust (the "Trust").  The Trust, an open-end investment
     company, was organized on October 18, 1994 as a Massachusetts Business
     Trust and is registered under the Investment Company Act of 1940.  The
     Fund began operations on January 27, 1995. The Fund has an unlimited
     number of authorized shares, which are divided into two classes -
     Institutional Shares and Investor Shares.  Only Institutional Shares
     were offered by the Fund prior to April 7, 1995.

     Each class of shares has equal rights as to assets of the Fund, and
     the classes are identical except for differences in their sales charge
     structures and ongoing distribution and service fees. Income, expenses
     (other than distribution and service fees, which are only attributable
     to the Investor Class), and realized and unrealized gains or losses on
     investments are allocated to each class of shares based upon its
     relative net assets.  Investor Shares purchased are subject to a
     maximum sales charge of three percent. Both classes have equal voting
     privileges, except where otherwise required by law or when the Board
     of Trustees determines that the matter to be voted on affects only the
     interests of the shareholders of a particular class. The following is
     a summary of significant accounting policies followed by the Fund.

     A.   Security Valuation - The Fund's investments in securities are
          carried at value.  Securities listed on an exchange or quoted on
          a national market system are valued at 4:00 p.m. New York time.
          Other securities traded in the over-the-counter market and listed
          securities for which no sale was reported on that date are valued
          at the most recent bid price.  Securities for which market
          quotations are not readily available, if any, are valued by using
          an independent pricing service or by following procedures
          approved by the Board of Trustees.  Short-term investments are
          valued at cost which approximates value.

     B.   Federal Income Taxes - No provision has been made for federal
          income taxes since it is the policy of the Fund to comply with
          the provisions of the Internal Revenue Code applicable to
          regulated investment companies and to make sufficient
          distributions of taxable income to relieve it from all federal
          income taxes.

     C.   Investment Transactions - Investment transactions are recorded on the
          trade date.  Realized gains and losses are determined using the
          specific identification cost method.  Interest income is recorded
          daily on the accrual basis.  Dividend income and distributions to
          shareholders are recorded on the ex-dividend date.

     D.   Distributions to Shareholders - The Fund may declare dividends
          quarterly, payable in March, June, September, and December on a
          date selected by the Trust's Trustees.  In addition,
          distributions may be made annually in December out of net
          realized gains through October 31 of that year.  The Fund may
          make a supplemental distribution subsequent to the end of its
          fiscal year ending November 30.

     E.   Use of Estimates - Management makes a number of estimates in the
          preparation of the Fund's financial statements.  Actual results
          could differ significantly from those estimates.
                                                          (continued)

                       CAPITAL MANAGEMENT EQUITY FUND

                       NOTES TO FINANCIAL STATEMENTS

                                May 31, 1996



NOTE 2 - INVESTMENT ADVISORY FEE AND OTHER RELATED PARTY TRANSACTIONS

     Pursuant to an investment advisory agreement, Capital Management
     Associates, Inc. (the "Advisor"), provides the fund with a continuous
     program of supervision of the Fund's assets, including the composition
     of its portfolio, and furnishes advice and recommendations with
     respect to investments, investment policies, and the purchase and sale
     of securities.  As compensation for its services, the Advisor receives
     a fee at the annual rate of 1.00% of the first $100 million of the
     Fund's average daily net assets, 0.90% of the next $150 million, 0.85%
     of the next $250 million, and 0.80% of all assets over $500 million.

     Currently, the Fund does not offer its shares for sale in states which
     require limitations to be placed on its expenses.  The Advisor
     currently intends to voluntarily waive all or a portion of its fee and
     reimburse expenses of the Fund to limit total Fund operating expenses
     to a maximum of 1.50% of the average daily net assets of the Fund's
     Institutional Class and a maximum of 2.25% of the average daily net
     assets of the Fund's Investor Class.  There can be no assurance that
     the foregoing voluntary fee waivers or reimbursements will continue.
     The Advisor has voluntarily waived its fee amounting to $15,595 ($0.06
     per share) and has voluntarily agreed to reimburse $68,966 of the
     operating expenses incurred by the Fund for the period ended May 31,
     1996.

     All organization expenses of the Fund were incurred and paid by the
     Advisor. At May 31, 1996, the Advisor owned 10,421 Institutional Shares
     and 112 Investor Shares of the Fund.

     The Fund's administrator, The Nottingham Company (the "Administrator"),
     provides administrative services to and is generally responsible for the
     overall management and day-to-day operations of the Fund pursuant to an
     accounting and administrative agreement with the Trust.  As compensation
     for its services, the Administrator receives a fee at the annual rate of
     0.20% of the Fund's first $50 million of average daily net assets, 0.175%
     of the next $50 million, and 0.15% of average daily net assets over $100
     million.  The Administrator also receives a monthly fee of $2,000 for
     accounting and record keeping services for the initial class of shares and
     $750 per month for each additional class of shares.   Additionally, the
     Administrator charges the Fund for servicing of shareholder accounts and
     registration of the Fund's shares.  The contract with the Administrator
     provides that the aggregate fees for the aforementioned administration,
     accounting, and record keeping services shall not be less than $3,000 per
     month.  The Administrator also charges the Fund for certain expenses
     involved with the daily valuation of portfolio securities.

     Shields & Company, Inc. (the "Distributor"), an affiliate of the
     Advisor, serves as the Fund's principal underwriter and distributor.
     The Distributor receives any sales charges imposed on purchases of
     Investor Shares and re-allocates a portion of such charges to dealers
     through whom the sale was made, if any.  For the period ended May 31,
     1996, the Distributor retained sales charges in the amount of $112.
     At May 31, 1996, the Distributor owned 128,116 Institutional Shares of
     the Fund.

     Certain Trustees and officers of the Trust are also officers or
     directors of the Advisor, the Distributor, or the Administrator.

                                                          (continued)

                       CAPITAL MANAGEMENT EQUITY FUND

                       NOTES TO FINANCIAL STATEMENTS

                             May 31, 1996




NOTE 3 - DISTRIBUTION AND SERVICE FEES

     The Board of Trustees, including the Trustees who are not "interested
     persons" of the Trust as defined in the Investment Company Act of 1940
     (the "Act"), adopted a distribution and service plan pursuant to Rule
     12b-1 of the Act (the "Plan") applicable to the Investor Shares.  The
     Act regulates the manner in which a regulated investment company may
     assume costs of distributing and promoting the sales of its shares and
     servicing of its shareholder accounts.

     The Plan provides that the Fund may incur certain costs, which may not
     exceed 0.75% per annum of the Investor Shares' average daily net
     assets for each year elapsed subsequent to adoption of the Plan, for
     payment to the Distributor and others for items such as advertising
     expenses, selling expenses, commissions, travel, or other expenses
     reasonably intended to result in sales of Investor Shares in the Fund
     or support servicing of Investor Share shareholder accounts.  Such
     expenditures incurred as service fees may not exceed 0.25% per annum
     of the Investor Shares' average daily net assets.  The Fund incurred
     $1,577 of such expenses under the Plan for the period ended May 31,
     1996.


NOTE 4 - PURCHASES AND SALES OF INVESTMENTS

     Purchases and sales of investments, other than short-term investments,
     aggregated $2,965,792 and $1,509,831, respectively, for the period ended
     May 31, 1996.




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