CAPITAL MANAGEMENT INVESTMENT TRUST
N-30D, 1997-01-29
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                [Capital Management Investment Trust Letterhead]


Dear Fellow Shareholders,


     As the  calendar year 1996 Draws to a close,  it  appears  that the equity
markets have once again provided investors with above-average  returns, and your
fund has been invested to participate fully in this favorable environment.

One must ask,  however,  has the public become overly  infatuated with the stock
market?  Over the past fifteen  years total returns from stocks have averaged in
the  mid-teens,  which is above the historic norm of about 10% per year.  During
the two-year  period 1995 and 1996,  approximately  $2.7 trillion in shareholder
wealth has been  created.  Direct  holdings  of stocks  and mutual  funds by the
public  now  stand  at 27% of  financial  assets,  but to  put  this  figure  in
perspective,  the peak  direct  ownership  of stocks  was in 1968 when  equities
represented  45% of  households'  financial  assets.  Based on direct  ownership
statistics,  the public is not over-exposed to the stock market.  Does this mean
one should not be concerned about market declines? Of course not, but investment
programs must be focused on long-term  goals and be  diversified  across several
alternatives.  As I have stated to you before,  our long term goal for your fund
is to grow its assets in a prudent  manner  while  focusing on the very  dynamic
mid-cap area of the equity market.

     Currently,  the underpinnings of the financial  markets  suggest that the
coming year should be good for stocks; returns are not likely to reach the level
of 1996, but they should be OK. The great worry of the financial markets, rising
inflation,  is not foreseen to be a problem;  therefore,  interest  rates should
remain close to current  levels.  Corporate  profits will  continue to grow (our
guess is 6% to 8%),  even though the rate of increase  will be less than that of
the past five years.

     Since late 1995, the heavy mutual fund cash inflows have been  concentrated
primarily  in large  capitalization  stocks for  purposes  of  expedience.  as a
result, many mid-cap stocks are now relatively  under-valued.  We have increased
exposure to the technology  group given the favorable  impact  product  advances
from many of these  companies  are having on the  competitive  structure of U.S.
industry  and our  daily  lives,  and we  continue  to  favor  regional  banking
institutions and energy exploration/service companies.

     Thank you for your interest in the Capital  Management Equity Fund, and we
look forward to another exiting investment year.

                                                C. Lennis Koontz, II, C.F.A.
                                                President
                                                December 28, 1996
 

<PAGE>

                         CAPITAL MANAGEMENT EQUITY FUND
                              INSTITUTIONAL CLASS
                    Performance Update - $250,000 Investment
           For the period from January 27, 1995 to November 30, 1996

                                    [graph]


                          Instit        S&P 400      S&P 500       Lipper
                          Shares        MID CAP      Total Return  Capital
                                                     Index         Appreciation

         01/27/95         250,000       250,000      250,000       250,000
         01/31/95         251,675       249,292      250,125       249,357
         02/28/95         260,950       262,359      259,880       258,454
         03/31/95         276,275       266,925      267,546       265,288
         04/30/95         275,424       272,284      275,412       269,862
         05/31/95         280,704       278,853      286,429       276,617
         06/30/95         290,263       289,798      293,074       290,110
         07/31/95         300,584       305,344      302,804       307,213
         08/31/95         304,612       310,991      303,561       310,606
         09/30/95         306,752       318,530      316,371       318,703
         10/31/95         294,361       310,333      315,232       312,471
         11/30/95         307,511       323,887      329,071       324,000
         12/31/95         312,873       323,081      335,423       326,345
         01/31/96         313,391       327,768      346,840       332,553
         02/29/96         313,391       338,908      350,054       340,828
         03/31/96         321,472       342,969      353,425       344,322
         04/30/96         333,455       353,445      358,634       358,893
         05/31/96         338,926       358,225      367,883       369,407
         06/30/96         339,447       352,850      369,289       359,495
         07/31/96         316,172       328,978      352,972       333,170
         08/31/96         332,125       347,951      360,417       348,053
         09/30/96         342,454       363,122      380,707       368,228
         10/31/96         349,288       364,178      391,205       363,512
         11/30/96         367,685       384,999      419,634       379,307


This graph  depicts  the  performance  of the Capital  Management  Equity Fund -
Institutional  Shares  versus  the S&P Mid Cap 400  Index,  the  Lipper  Capital
Appreciation  Index,  and the S&P 500 Index.  It is  important  to note  Capital
Management Equity Fund is a professionally managed mutual fund while the indexes
are not available for investment and are unmanaged.  The comparison is shown for
illustrative purposes only.

     The graph assumes an initial  $250,000  investment at January 27, 1995. All
     dividends and distributions are reinvested.

     At November  30,  1996,  the value of the  Institutional  Shares would have
     grown to $367,685 - total  investment  return of 47.07%  since  January 27,
     1995.

     At November  30, 1996,  a similar  investment  in the S&P Mid Cap 400 Index
     would have been worth  $384,999 - total  investment  return of 54.00% since
     January 27, 1995; a similar investment in the Lipper

     Capital   Appreciation  Index  would  have  been  worth  $379,307  -  total
     investment return of 51.72%;  and a similar investment in the S&P 500 Index
     would have been worth $419,634 - total investment return of 67.85%.

Past  performance  is not a guarantee of future  results.  A mutual fund's share
price and investment return will vary with market conditions,  and the principal
value of shares,  when  redeemed,  may be worth  more or less than the  original
cost.  Average  annual total  returns are  historical  in nature and measure net
investment income and capital gain or loss from portfolio  investments  assuming
reinvestments of dividends.

           Average Annual Total Return
- -------------------------------------------------
                    Since Inception     One Year
- -------------------------------------------------
No Sales Load       23.27%              19.57% 
- -------------------------------------------------
<PAGE>

                         CAPITAL MANAGEMENT EQUITY FUND
                                 INVESTOR CLASS
                    Performance Update - $10,000 Investment
             For the period from April 7, 1996 to November 30, 1996

                                    [graph]


                 Institut      S&P 400     S&P 500        Lipper
                 Shares        MID CAP     Total Return   Capital
                                           Index          Appreciation

   04/07/95       9,700         9,700       9,700          9,700
   04/30/95       9,641         9,880       9,866          9,849
   05/31/95       9,822        10,118      10,260         10,096
   06/30/95      10,131        10,515      10,498         10,588
   07/31/95      10,482        11,079      10,847         11,212
   08/31/95      10,614        11,284      10,874         11,336
   09/30/95      10,689        11,558      11,333         11,632
   10/31/95      10,247        11,260      11,292         11,404
   11/30/95      10,689        11,752      11,788         11,825
   12/31/95      10,874        11,723      12,015         11,911
   01/31/96      10,883        11,893      12,424         12,137
   02/29/96      10,874        12,297      12,539         12,439
   03/31/96      11,147        12,444      12,660         12,567
   04/30/96      11,556        12,824      12,846         13,098
   05/31/96      11,746        12,998      13,178         13,482
   06/30/96      10,755        12,803      13,228         13,120
   07/31/96      10,990        11,937      12,643         12,160
   08/31/96      11,537        12,625      12,910         12,703
   09/30/96      11,897        13,176      13,637         13,439
   10/31/96      12,144        13,214      14,013         13,267
   11/30/96      12,785        13,969      15,031         13,843




This graph  depicts  the  performance  of the Capital  Management  Equity Fund -
Investor  Shares  versus  the  S&P  Mid  Cap  400  Index,   the  Lipper  Capital
Appreciation  Index,  and the S&P 500 Index. It is important to note the Capital
Management Equity Fund is a professionally managed mutual fund while the indexes
are not available for investment and are unmanaged.  The comparison is shown for
illustrative purposes only.

     The graph  assumes  an initial  $10,000  investment  at April 7, 1995.  All
     dividends and distributions are reinvested.

     At November 30, 1996, the value of the Investor  Shares would have grown to
     $12,790 - total  investment  return of 27.90% since April 7, 1995.  Without
     the  deduction  of the 3% maximum  sales  load,  the value of the  Investor
     Shares  would  have grown to  $13,185 - total  investment  return of 31.85%
     since April 7, 1995. The sales load may be reduced or eliminated for larger
     purchases.

     At November  30, 1996,  a similar  investment  in the S&P Mid Cap 400 Index
     would have been worth  $13,969 - total  investment  return of 39.69%  since
     April 7, 1995;  a similar  investment  in the Lipper  Capital  Appreciation
     Index would have grown to $13,843 - total investment return of 38.43%;  and
     a similar  investment  in the S&P 500 Index  would  have grown to $15,031 -
     total investment return of 50.31%.

Past  performance  is not a guarantee of future  results.  A mutual fund's share
price and investment return will vary with market conditions,  and the principal
value of shares,  when  redeemed,  may be worth  more or less than the  original
cost.  Average  annual total  returns are  historical  in nature and measure net
investment income and capital gain or loss from portfolio  investments  assuming
reinvestments of dividends.


                 Average Annual Total Return
- ----------------------------------------------------------- 
                        Since Inception           One Year
- ----------------------------------------------------------- 
No Sales Load           18.22%                    19.61%
 
With 3% Sales Load      16.06%                    16.02%
- -----------------------------------------------------------
<PAGE>


                         CAPITAL MANAGEMENT EQUITY FUND
                            PORTFOLIO OF INVESTMENTS
                               November 30, 1996

- --------------------------------------------------------------------------------
                                                                       Value
                                               Shares                 (note 1)
- --------------------------------------------------------------------------------
COMMON STOCKS - 95.82%

Auto Parts - Replacement Equipment - 1.15%
(a)AutoZone, Inc.                                2,000                 $49,250

Chemicals - 8.32%
   Air Products and Chemicals, Inc.              2,000                 139,250
   Hanna (M.A.) Company                          5,700                 120,412
   IMC Global, Inc.                              2,600                  93,925
                                                 -----                  ------
                                                                       353,587
Computers - 5.74%
(a)Hutchinson Technology, Inc.                   2,200                 116,050
   Reynolds & Reynolds Company                   4,600                 127,650
                                                 -----                 -------
                                                                       243,700
Electrical Equipment - 2.55%
   Belden, Inc.                                  3,175                 108,347

Electronics - 4.03%
   Varian Associates, Inc.                       1,500                  73,875
(a)Waters Corporation                            3,600                  97,650
                                                 -----                  ------
                                                                       171,525
Financial - Banks, Commercial - 11.50%
   Barnett Banks, Inc.                           2,400                 105,600
   First Security Corporation                    4,050                 131,119
   Summit Bancorp                                2,900                 130,137
   US Bancorp                                    2,850                 121,837
                                                 -----                 -------
                                                                       488,693
Food - Wholesale - 5.26%
   Dole Food Company                             2,650                 103,350
   Richfood Holdings, Inc.                       4,612                 119,912
                                                 -----                 -------
                                                                       223,262
Homebuilders - 4.80%
(a)Champion Enterprises, Inc.                    2,400                  50,100
   Clayton Homes, Inc.                           2,850                  46,312
   Leggett & Platt, Inc.                         3,500                 107,625
                                                 -----                 -------
                                                                       204,037
Industrial Materials - Specialty - 0.81%
(a)AES Corporation                                 700                  34,212

Lodging - 1.29%
(a)Promus Hotel Corporation                      1,700                  54,825

                                                                  (Continued)
<PAGE>
                         CAPITAL MANAGEMENT EQUITY FUND
                            PORTFOLIO OF INVESTMENTS
                               November 30, 1996
- --------------------------------------------------------------------------------
                                                                       Value
                                                Shares                (note 1)
- --------------------------------------------------------------------------------
COMMON STOCKS - (Continued)

Machine - Construction and Mining - 1.73%
   Case Corporation                              1,400                 $73,500

Machine - Diversified - 7.20%
   AGCO Corporation                              2,350                  65,506
   Helix Technology Corporation                  3,500                 111,563
   York International Corporation                2,450                 128,625
                                                 -----                 -------
                                                                       305,694
Miscellaneous - Manufacturing - 3.26%
   Fisher Scientific International               3,025                 138,394

Medical Supplies - 5.07%
(a)Sola International, Inc.                      3,100                 108,888
(a)Sybron International Corporation              3,500                 106,313
                                                 -----                 -------
                                                                       215,201
Oil & Gas - Domestic - 2.67%
   Quaker State Corporation                      6,625                 113,453

Oil & Gas - Equipment & Services - 9.34%
(a)Diamond Offshore Drilling, Inc.               2,300                 146,625
(a)ENSCO International, Inc.                     2,100                  92,137
(a)Varco International, Inc.                     6,900                 157,838
                                                 -----                 -------
                                                                       396,600
Oil & Gas - Exploration - 3.12%
   Transocean Offshore, Inc.                     2,200                 132,550

Packaging & Containers - 1.30%
   Aptargroup, Inc.                              1,600                  55,200

Retail - Department Stores - 2.55%
(a)Federated Department Stores, Inc.             3,175                 108,347

Toys - 3.18%
   Mattel, Inc.                                  4,375                 135,078

Transportation - Rail - 2.92%
   Illinois Central Corporation                  3,650                 124,100

Utilities - Electric - 2.44%
   Idaho Power Company                           3,350                 103,850


                                                                  (Continued)
<PAGE>

                         CAPITAL MANAGEMENT EQUITY FUND
                            PORTFOLIO OF INVESTMENTS
                               November 30, 1996
- --------------------------------------------------------------------------------
                                                                       Value
                                               Shares                 (note 1)
- --------------------------------------------------------------------------------
COMMON STOCKS - (Continued)

Utilities - Gas - 5.59%
   Brooklyn Union Gas Company                    4,100                $128,638
   Pacific Enterprises                           3,550                 108,719
                                                 -----                 -------
                                                                       237,357

Total Common Stocks (Cost $3,394,065)                                4,070,762


                                              Principal
                                               Amount
                                             ----------
REPURCHASE AGREEMENT (b) - 4.13%
      Wachovia Bank                           $175,265                 175,265
                                              --------                 -------
      5.66%, due December 2, 1996
      (Cost $175,265)


Total Value of Investments (Cost $3,569,330 (c))          99.95%     4,246,027
Other Assets Less Liabilities                              0.05%         2,324
                                                           ----          -----
   Net Assets                                            100.00%    $4,248,351
                                                         ======     ==========




     (a)  Non-income producing investment.

     (b)  The repurchase  agreement is fully  collateralized by U. S. government
          and/or  agency  obligations  based on market prices at the date of the
          portfolio.  The  investment  in the  repurchase  agreement  is through
          participation in a joint account with other funds  administered by The
          Nottingham Company.

     (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                                         $716,839
      Unrealized depreciation                                         (40,142)
                                                                      --------
               Net unrealized appreciation                            $676,697






See accompanying notes to financial statements

<PAGE>

                         CAPITAL MANAGEMENT EQUITY FUND
                      STATEMENT OF ASSETS AND LIABILITIES
                               November 30, 1996


ASSETS
   Investments, at value (cost $3,569,330)                        $4,246,027
   Interest receivable                                                   707
   Dividends receivable                                                2,901
   Due from advisor (note 2)                                          16,758
   Other asset                                                           201
                                                                  ----------
      Total assets                                                 4,266,594

LIABILITIES
   Accrued expenses                                                   13,657
   Disbursements in excess of cash on demand deposit                   4,586
                                                                  ----------
      Total liabilities                                               18,243

NET ASSETS                                                        $4,248,351
                                                                  ==========
NET ASSETS CONSIST OF
   Paid-in capital                                                $3,444,966
   Undistributed net investment income                                11,660
   Undistributed net realized gain on investments                    115,028
   Net unrealized appreciation on investments                        676,697
                                                                  ----------
                                                                  $4,248,351


INSTITUTIONAL CLASS
   Net asset value and offering price per share                       $13.99
   ($3,502,215 / 250,268 shares outstanding)
INVESTOR CLASS
   Net asset value ($746,136 / 53,463 shares outstanding)             $13.96
                                                                      ======
   Maximum offering price per share (100 / 97 of $13.96)              $14.39
                                                                      ======


See accompanying notes to financial statements

<PAGE>

                         CAPITAL MANAGEMENT EQUITY FUND
                            STATEMENT OF OPERATIONS
                          Year ended November 30, 1996


INVESTMENT INCOME

   Income
      Dividends                                                      $55,196
      Interest                                                        11,614
                                                                   ---------
         Total income                                                 66,810
                                                                   ---------
   Expenses
      Investment advisory fees (note 2)                               34,561
      Fund accounting fees (note 2)                                   33,000
      Professional fees                                               14,096
      Fund administration fees (note 2)                                6,912
      Custody fees                                                     7,654
      Registration and filing administration fees                      5,441
      Distribution and service fees - Investor Class (note 3)          4,613
      Securities pricing fees                                          2,854
      Shareholder recordkeeping fees                                     638
      Trustee fees and meeting expenses                                8,793
      Registration and filing expenses                                 7,170
      Shareholder servicing expenses                                   3,499
      Other operating expenses                                         1,875
      Printing expenses                                                1,053
                                                                   ---------
         Total expenses                                              132,159
                                                                   ---------
         Less:
            Expense reimbursements (note 2)                          (97,598)
            Investment advisory fees waived (note 2)                 (34,561)
                                                                   ---------
         Net expenses                                                      0
                                                                   ---------
            Net investment income                                     66,810
                                                                   ---------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS

   Net realized gain from investment transactions                    124,863
   Increase in unrealized appreciation on investments                477,699
                                                                   ---------
      Net realized and unrealized gain on investments                602,562
                                                                   ---------
         Net increase in net assets resulting from operations       $669,372
                                                                   =========

See accompanying notes to financial statements

<PAGE>

                         CAPITAL MANAGEMENT EQUITY FUND
                       STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<S>                                                              <C>          <C>

                                                                                   Period from
                                                                                January 27, 1995
                                                                                  (commencement
                                                                 Year ended     of operations) to
                                                                November 30,       November 30,
                                                                    1996              1995
INCREASE IN NET ASSETS

  Operations
      Net investment income                                          $66,810          $29,772
      Net realized gain from investment transactions                 124,863           33,755
      Increase in unrealized appreciation on investments             477,699          198,998
                                                                  ----------       ----------
         Net increase in net assets resulting from operations        669,372          262,525

  Distributions to shareholders from
      Net investment income - Institutional Class                    (55,272)         (19,101)
      Net investment income - Investor Class                         (10,130)            (419)
      Net realized gain from investment transactions - Institut      (33,645)               0
      Net realized gain from investment transactions - Investor       (9,945)               0
                                                                  ----------       ----------

         Decrease in net assets resulting from distributions        (108,992)         (19,520)
                                                                  ----------       ----------
  Capital share transactions
      Increase in net assets resulting from cap share transations  1,304,649        2,140,316
                                                                  ----------       ----------
           Total increase in net assets                            1,865,028        2,383,321
NET ASSETS
  Beginning of period                                              2,383,321                0
                                                                  ----------       ----------
  End of period (including undistributed net investment income    $4,248,351       $2,383,321
                 of $11,660 in 1996 and $10,252 in 1995)          ----------       ----------

(a) A summary of capital share activity follows:

- ----------------------------------------------------------------------------------------------
                                                                           Period from
                                          Year ended                   January 27, 1995 to
                                       November 30, 1996                November 30, 1995
                                     Shares          Value           Shares           Value
- ----------------------------------------------------------------------------------------------
INSTITUTIONAL CLASS
Shares sold                           98,149      $1,190,936         149,099       $1,574,589
Shares issued for reinvestment         7,179          88,917           1,626           19,101
                                    --------      ----------        --------       ----------
                                     105,328       1,279,853         150,725        1,593,690
                                    --------      ----------        --------       ----------
Shares redeemed                       (5,786)        (76,867)              0                0
                                    --------      ----------        --------       ----------
  Net increase                        99,542      $1,202,986         150,725       $1,593,690
                                    ========      ==========        ========       ==========


- ----------------------------------------------------------------------------------------------
                                                                           Period from
                                           Year ended                    April 7, 1995 to
                                       November 30, 1996                 November 30, 1995
                                     Shares          Value           Shares           Value
- ----------------------------------------------------------------------------------------------

INVESTOR CLASS
Shares sold                           11,424        $148,294          45,533         $546,342
Shares issued for reinvestment         1,635          20,075              35              419
                                    --------      ----------        --------       ----------
                                      13,059         168,369          45,568          546,761
                                    --------      ----------        --------       ----------
Shares redeemed                       (5,154)        (66,706)            (11)            (135)
                                    --------      ----------        --------       ----------
  Net increase                         7,906        $101,663          45,557         $546,626
                                    ========      ==========        ========       ==========

See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                         CAPITAL MANAGEMENT EQUITY FUND
                              FINANCIAL HIGHLIGHTS
                (For a Share Outstanding Throughout the Period)


                                              INSTITUTIONAL CLASS           INVESTOR CLASS
- ------------------------------------------------------------------------------------------------
                                                         Period from                Period from
                                                      January 27, 1995             April 7, 1995
                                                        (commencement              (commencement
                                            Year ended  of operations  Year ended  of operations
                                            November 30  November 30   November 30  November 30,
                                               1996          1995          1996          1995
- ------------------------------------------------------------------------------------------------
Net asset value, beginning of period            $12.16       $10.00        $12.09       $11.07

  Income from investment operations
    Net investment income                         0.23         0.20          0.24         0.11
    Net realized and unrealized gain
       on investments                             2.08         2.10          2.06         1.02
                                                  ----         ----          ----         ----
       Total from investment operations           2.31         2.30          2.30         1.13
                                                  ----         ----          ----         ----
  Distributions to shareholders from
    Net investment income                        (0.26)       (0.14)        (0.21)       (0.11)
    Net realized gain from investment
       transactions                              (0.22)        0.00         (0.22)        0.00
                                                 -----         ----         -----         ----
       Total distributions                       (0.48)       (0.14)        (0.43)       (0.11)
                                                 -----        -----         -----        -----

Net asset value, end of period                  $13.99       $12.16        $13.96       $12.09
                                                ======       ======        ======       ======


Total return (a)                                 19.57 %      23.00 %       19.61 %      10.24 %

Ratios/supplemental data

  Net assets, end of period                 $3,502,215   $1,832,507      $746,136     $550,814
                                            ==========   ==========      ========     ========

  Ratio of expenses to average net assets
    Before expense reimbursements and waived      3.70 %       7.20 %(b)     4.45 %       7.18 %(b)
    After expense reimbursements and waived       0.00 %       0.31 %(b)     0.00 %       1.06 %(b)

  Ratio of net investment income (loss) to average net assets
    Before expense reimbursements and waived     (1.77)%      (4.45)%(b)    (2.50)%      (4.23)%(b)
    After expense reimbursements and waived       1.94 %       2.44 %(b)     1.95 %       1.89 %(b)


  Portfolio turnover rate                        82.30 %      47.74 %       82.30 %      47.74 %

  Average brokerage commission per share         $0.06          N/A         $0.06          N/A


(a)  Total return does not reflect payment of a sales charge.
(b)  Annualized.

See accompanying notes to financial statements
</TABLE>
<PAGE>
                         CAPITAL MANAGEMENT EQUITY FUND
                          NOTES TO FINANCIAL STATEMENTS
                                November 30, 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, as amended.  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
          trade  date.  Realized  gains  and  losses  are  determined  using the
          specific identification cost method. Interest income is recorded daily
          on an 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 ended November 30.
<PAGE>


                         CAPITAL MANAGEMENT EQUITY FUND
                          NOTES TO FINANCIAL STATEMENTS
                                November 30, 1996



     E.   Use  of  Estimates  -  The  preparation  of  financial  statements  in
          conformity  with generally  accepted  accounting  principles  requires
          management to make estimates and  assumptions  that affect the amounts
          of  assets,  liabilities,   expenses  and  revenues  reported  in  the
          financial   statements.   Actual   results  could  differ  from  those
          estimated.

     F.   Repurchase   Agreements  -  The  fund  may  acquire  U.S.   Government
          Securities  or  corporate  debt   securities   subject  to  repurchase
          agreements.  A repurchase  agreement  transaction occurs when the Fund
          acquires  a  security  and  simultaneously  resells  it to the  vendor
          (normally  a  member  bank  of the  Federal  Reserve  or a  registered
          Government  Securities  dealer) for  delivery on an agreed upon future
          date.  The  repurchase  price exceeds the purchase  price by an amount
          which reflects an agreed upon market  interest rate earned by the Fund
          effective for the period of time during which the repurchase agreement
          is in effect.  Delivery  pursuant to the resale  typically  will occur
          within one to five days of the purchase.  The Fund will not enter into
          a  repurchase  agreement  which  will  cause  more than 10% of its net
          assets to be invested in  repurchase  agreements  which extend  beyond
          seven  days.  In the event of the  bankruptcy  of the other party to a
          repurchase  agreement,  the Fund could experience delays in recovering
          its cash or the securities lent. To the extent that in the interim the
          value of the securities  purchased may have  declined,  the Fund could
          experience a loss.  In all cases,  the  creditworthiness  of the other
          party to a  transaction  is  reviewed  and found  satisfactory  by the
          Advisor.  Repurchase  agreements are, in effect, loans of Fund assets.
          The Fund will not engage in reverse repurchase transactions, which are
          considered to be borrowings under the Investment  Company Act of 1940,
          as amended.


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 to 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  $34,561  ($0.13 per  share)  and  reimbursed  $97,598 of the
     operating  expenses incurred by the Fund for the fiscal year ended November
     30, 1996.

     All  organization  expenses  of the  Fund  were  incurred  and  paid by the
     Advisor.  At November 30,  1996,  the Advisor  owned  10,513  Institutional
     Shares and 113 Investor Shares of the Fund.

<PAGE>
                         CAPITAL MANAGEMENT EQUITY FUND
                          NOTES TO FINANCIAL STATEMENTS
                                November 30, 1996



     The   Fund's   administrator,   The   Nottingham   Company,   L.L.C.   (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 recordkeeping 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 fiscal year ended November 30, 1996, the  Distributor
     retained  sales  charges in the amount of $303.  At November 30, 1996,  the
     Distributor owned 129,251 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.


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  $4,613 of such expenses  under the Plan for
     the fiscal year ended November 30, 1996.


NOTE 4 - PURCHASES AND SALES OF INVESTMENTS

     Purchases  and sales of  investments,  other than  short-term  investments,
     aggregated  $4,471,711 and  $2,673,096,  respectively,  for the fiscal year
     ended November 30, 1996.
<PAGE>
                         CAPITAL MANAGEMENT EQUITY FUND
                          NOTES TO FINANCIAL STATEMENTS
                                November 30, 1996


NOTE 5 - DISTRIBUTIONS TO SHAREHOLDERS

     For federal income tax purposes,  the Fund must report  distributions  from
     net realized gain from  investment  transactions  that represent  long-term
     capital  gain to its  shareholders.  The  total  $0.22  per  share  of such
     distributions  for the fiscal  year ended  November  30,  1996,  represents
     short-term  capital  gain.  This  gain is  taxable  as  ordinary  income to
     shareholders for federal income tax purposes. Shareholders should consult a
     tax advisor on how to report  distributions  for state and local income tax
     purposes.
<PAGE>
                       [KPMG Peat Marwick LLP letterhead]

Independent Auditors Report

To the Board of Trustees and Shareholders
Capital Management Investment Trust:


We have audited the accompanying statement of assets and liabilities,  including
the portfolio of investments,  of Capital  Management  Equity Fund (the Fund), a
series of the Capital Management  Investment Trust, as of November 30, 1996, the
related  statement of operations for the year then ended,  and the statements of
changes in net assets and financial  highlights  for the year ended November 30,
1996 and the period from  January  27,  1995  (commencement  of  operations)  to
November 30, 1995. These financial  statements and financial  highlights are the
responsibility  of the Funds  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  include  confirmation  of  securities  owned as of
November 30, 1996 by correspondence  with the custodian.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above  present  fairly,  in all material  respects,  the  financial  position of
Capital  Management  Equity Fund as of  November  30,  1996,  the results of its
operations  for the year then  ended , and the  changes  in its net  assets  and
financial  highlights  for the year ended  November 30, 1996 and the period from
January 27, 1995 (commencement of operations) to November 30, 1995 in conformity
with generally accepted accounting principles.




Richmond, Virginia                                 \s\  KPMG PEAT MARWICK LLP
December 13, 1996


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