As filed with the Securities and Exchange Commission on January 29, 1999
Securities Act File No. 33-85242
Investment Company Act File No. 811-08822
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. ___ [ ]
Post-Effective Amendment No. 7 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 8 [X]
(Check appropriate box or boxes.)
CAPITAL MANAGEMENT INVESTMENT TRUST
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(Exact Name of Registrant as Specified in Charter)
140 Broadway, Suite 2201, New York, New York 10005
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (212) 509-1111
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C. Frank Watson, III
105 North Washington Street, P.O. Drawer 69, Rocky Mount, NC 27802-0069
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(Name and Address of Agent for Service)
With Copies to:
---------------
Jane A. Kanter
Dechert Price & Rhoads.
1775 Eye Street, N.W.
Washington, DC 20006-2401
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this filing
-----------------------------
It is proposed that this filing will become effective: (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[X] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.
<PAGE>
CAPITAL MANAGEMENT INVESTMENT TRUST
Contents of Registration Statement
----------------------------------
This registration statement consists of the following papers and documents:
Cover Sheet
Contents of Registration Statement
Capital Management Mid-Cap Fund
-Part A - Institutional Prospectus
-Part A - Investor Prospectus
-Part B - Statement of Additional Information
Part C - Other Information and Signature Page
Exhibit Index
Exhibits
<PAGE>
PART A
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Cusip Number 140296104 NASDAQ Symbol CMEIX
________________________________________________________________________________
CAPITAL MANAGEMENT MID-CAP FUND
A series of the
Capital Management Investment Trust
INSTITUTIONAL SHARES
________________________________________________________________________________
Prospectus
April 1, 1999
The Capital Management Mid-Cap Fund seeks long-term capital appreciation.
Current income is a secondary consideration in selecting portfolio investments.
In seeking to achieve its objective, this Fund will invest primarily in equity
securities of medium capitalization companies.
This Prospectus relates to the Institutional Class Shares. The Fund also offers
an additional class of shares, Investor Class Shares, which are offered by
another prospectus.
Advisor
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Capital Management Associates, Inc.
140 Broadway
New York, New York 10005
1-888-626-3863
The Securities and Exchange Commission has not approved the securities being
offered by this prospectus or determined whether this prospectus is accurate and
complete. It is unlawful for anyone to make any representation to the contrary.
<PAGE>
TABLE OF CONTENTS
Page
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THE FUND.......................................................................2
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Investment Objective........................................................2
Principal Investment Strategies.............................................2
Principal Risks Of Investing In The Fund....................................2
Bar Chart and Performance Table.............................................3
Fees And Expenses Of The Fund...............................................4
MANAGEMENT OF THE FUND.........................................................5
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The Investment Advisor......................................................5
The Administrator...........................................................6
The Transfer Agent..........................................................7
The Distributor.............................................................7
YOUR INVESTMENT IN THE FUND....................................................7
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Minimum Investment..........................................................7
Purchase And RedemptionPrice................................................8
Purchasing Shares...........................................................8
Redeeming Your Shares......................................................10
OTHER IMPORTANT INVESTMENT INFORMATION........................................12
- --------------------------------------
Dividends, Distributions And Taxes.........................................12
Year 2000..................................................................12
Financial Highlights.......................................................13
Additional Information.............................................Back Cover
<PAGE>
THE FUND
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INVESTMENT OBJECTIVE
The investment objective of the Capital Management Mid-Cap Fund (the "Fund") is
to seek long-term capital appreciation. Current income is a secondary
consideration in selecting portfolio investments.
PRINCIPAL INVESTMENT STRATEGIES
The Fund, which is a diversified separate investment portfolio of the Capital
Management Investment Trust (the "Trust"), pursues its investment objective by
investing primarily in equity securities of medium capitalization ("mid-cap")
companies. The Fund considers a mid-cap company to be one that has market
capitalization, measured at the time the Fund purchases the security, within the
range of [$300 million to $6 billion].
The Fund's investments in mid-cap companies will be primarily in equity
securities of such companies, such as common and preferred stocks and securities
convertible into common stocks. The Fund intends to invest in a diversified
group of mid-cap companies and will not concentrate it investments in any one
industry or group.
Under normal market conditions, the Fund will invest at least 90% of its total
assets in equity securities, of which at least 65% of its total assets will be
invested in the equity securities of mid-cap companies. In selecting portfolio
securities, the Fund's Advisor, Capital Management Associates, Inc., uses
various screens and proprietary models that begin with a potential universe of
over 1,700 companies and seeks to select from that group companies whose current
share price is relatively undervalued. This process often includes visits with
company management and contacts with industry experts and suppliers. Final
investment decisions are made by the Advisor's Portfolio Management Team.
As a temporary defensive position, the Advisor may determine that the market
conditions warrant investing in investment-grade bonds, U.S. Government
Securities, repurchase agreements, or money market instruments. Under such
circumstances, the Advisor may invest up to 100% of the Fund's assets in these
investments.
PRINCIPAL RISKS OF INVESTING IN THE FUND
The Fund is intended for aggressive investors seeking above-average gains and
willing to accept the risks involved in investing in the securities of mid-cap
companies.
<PAGE>
Investing in the securities of mid-cap companies generally involves greater risk
than investing in larger, more established companies. This greater risk is, in
part, attributable to the fact that the securities of mid-cap companies usually
have more limited marketability and therefore, may be more volatile than
securities of larger, more established companies or the market averages in
general. Because mid-cap companies normally have fewer shares outstanding than
larger companies, it may be more difficult to buy or sell significant amounts of
such shares without an unfavorable impact on prevailing prices. Another risk
factor is that mid-cap companies often have limited product lines, markets or
financial resources and may lack management depth. Additionally, mid-cap
companies are typically subject to greater changes in earnings and business
prospects than are larger, more established companies and there typically is
less publicly available information concerning mid-cap companies than for
larger, more established companies.
Although investing in securities of medium sized companies offers potential
above-average returns if the companies are successful, the risk exists that the
companies will not succeed and the prices of the companies' shares could
significantly decline in value. Therefore, an investment in the Fund may involve
a greater degree of risk than an investment in other mutual funds that seek
capital growth by investing in more established, larger companies.
BAR CHART AND PERFORMANCE TABLE
The bar chart and table shown below provide an indication of the risks of
investing in the Fund by showing (on a calendar year basis) changes in the
Fund's annual total return from year to year and by showing (on a calendar year
basis) how the Fund's average annual returns for one year, three years, and
since inception compare to those of a broad-based securities market index. How
the Fund has performed in the past is not necessarily an indication of how the
Fund will perform in the future.
[Bar Chart Inserted Here]
Calendar Year Returns
Institutional Shares
1996 18.82%
1997 37.22%
1998 -6.99%
<PAGE>
o During the 3-year period shown in the bar chart, the highest return for a
quarter was 23.69% (quarter ended December 31, 1998).
o During the 3-year period shown in the bar chart, the lowest return for a
quarter was -25.61% (quarter ended September 30, 1998).
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------- ------------------ ---------------- -----------------
Average Annual Total Returns Past 1 Year Past 3 Years Since Inception
Period ended December 31, 1998
- ------------------------------------------------------- ------------------ ---------------- -----------------
Capital Management Mid-Cap Fund Institutional Shares -6.99% 14.87% 17.71%
- ------------------------------------------------------- ------------------ ---------------- -----------------
S&P 400 Midcap Index * 19.09% 23.31% 25.28%
- ------------------------------------------------------- ------------------ ---------------- -----------------
* The S&P 400 Midcap Index is the Standard & Poor's unmanaged,
capitalization-weighted index of 400 stocks in the mid-range sector of
the U.S. stock market.
</TABLE>
FEES AND EXPENSES OF THE FUND
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:
Shareholder Fees For Institutional Shares
(fees paid directly from your investment)
-----------------------------------------
Maximum sales charge (load) imposed on purchases
(as a percentage of offering price) ....................None
Redemption fee ..............................................None
Annual Fund Operating Expenses For Institutional Shares
(expenses that are deducted from Fund assets)
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Management Fees......................................1.00%
Distribution and/or Service (12b-1) Fees............. None
Other Expenses.......................................1.60%*
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Total Annual Fund Operating Expenses...................2.60%
Fee Waiver and/or Expense Reimbursement...............(1.10%)
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Net Expenses...........................................1.50%
======
* Other Expenses shown above are based upon actual expenses incurred
by the Institutional Shares of each Fund for the fiscal year ended
November 30, 1998. The Advisor has entered into an Expense
Limitation Agreement with the Fund under which it has agreed to
waive or reduce its fees and to assume other expenses of the Fund,
if necessary, in an amount that limits Total Fund Operating
Expenses (exclusive of interest, taxes, brokerage fees and
commissions, extraordinary expenses, and payments, if any, under a
Rule 12b-1 Plan) to not more than 1.50% of the Institutional
Shares average daily net assets. See "Expense Limitation
Agreement" for more detailed information.
<PAGE>
Example. This Example shows you the expenses you may pay over time by investing
in the Fund. Since all funds use the same hypothetical conditions, it should
help you compare the costs of investing in the Fund versus other funds. The
Example assumes the following conditions:
(1) You invest $10,000 in the Fund for the periods shown;
(2) You reinvest all dividends and distributions;
(3) You redeem all of your shares at the end of those periods;
(4) You earn a 5% total return; and
(5) The Fund's expenses remain the same.
Although your actual costs may be higher or lower, the following table shows you
what your costs may be under the conditions listed above.
- ---------------------------- ------------ ------------ ------------ ------------
Period Invested 1 Year 3 Years 5 Years 10 Years
- ---------------------------- ------------ ------------ ------------ ------------
Your Costs $153 $474 $818 $1,791
- ---------------------------- ------------ ------------ ------------ ------------
MANAGEMENT OF THE FUND
----------------------
THE INVESTMENT ADVISOR
The Fund's Advisor is Capital Management Associates, Inc., 140 Broadway, New
York, New York 10005. The Advisor serves in that capacity pursuant to an
advisory contract with the Trust on behalf of the Fund. Subject to the authority
of the Trustees, the Advisor provides guidance and policy direction in
connection with its daily management of the Fund's assets. The Advisor manages
the investment and reinvestment of the Fund's assets. The Advisor is also
responsible for the selection of broker-dealers through which the Fund executes
portfolio transactions, subject to the brokerage policies established by the
Trustees, and it provides certain executive personnel to the Fund.
The Advisor, organized as a New York corporation in 1982, is controlled by its
officers and directors, with the principal shareholders being J.V. Shields, Jr.;
David V. Shields; C. Lennis Koontz, II, CFA; and Joseph A. Zock. Messrs. Zock
and Koontz, assisted by seven full-time analysts, serve as the Portfolio
Management Team that selects the investments for the Fund. The Shields brothers
and Mr. Zock have been affiliated with the Advisor since 1982. Mr. Koontz has
been affiliated with the Advisor since 1992. The Advisor has been managing the
Fund since its inception and has been providing investment advice to investment
companies, individuals, corporations, pension and profit sharing plans,
endowments, and other business and private accounts since 1982. The Advisor
currently has approximately [$1 billion] in assets under management.
The Advisor's Compensation. As full compensation for the investment advisory
services provided to the Fund, the Fund pays the Advisor monthly compensation
based on the Fund's daily average net assets at the annual rate of 1.00% of the
first $100 million of the Fund's 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.
<PAGE>
Expense Limitation Agreement. In the interest of limiting expenses of the Fund,
the Advisor has entered into an expense limitation agreement with the Trust,
with respect to the Fund ("Expense Limitation Agreement"), pursuant to which the
Advisor has agreed to waive or limit its fees and to assume other expenses so
that the total annual operating expenses of the Fund (other than interest,
taxes, brokerage commissions, other expenditures which are capitalized in
accordance with generally accepted accounting principles, other extraordinary
expenses not incurred in the ordinary course of the Fund's business, and
amounts, if any, payable pursuant to a Rule 12b-1 Plan) are limited to 1.50% of
the average daily net assets of the Fund.
The Fund may at a later date reimburse the Advisor the management fees waived or
limited and other expenses assumed and paid by the Advisor pursuant to the
Expense Limitation Agreement, provided the Fund has reached a sufficient asset
size to permit such reimbursement to be made without causing the total annual
expense ratio of the Fund to exceed the percentage limits stated above.
Consequently, no reimbursement by the Fund will be made unless: (i) the Fund's
assets exceed [$10 million]; (ii) the Fund's total annual expense ratio is less
than the percentage stated above; and (iii) the payment of such reimbursement
has been approved by the Trust's Board of Trustees on a quarterly basis.
Brokerage Practices. In selecting brokers and dealers to execute portfolio
transactions, the Advisor may consider research and brokerage services furnished
to the Advisor or its affiliates. Subject to seeking the most favorable net
price and execution available, the Advisor may also consider sales of shares of
the Fund as a factor in the selection of brokers and dealers. Certain securities
trades will be cleared through Shields & Company, a registered broker-dealer
affiliate of the Advisor and Distributor of the Fund.
The Investment Company Act of 1940, as amended (the "1940 Act"), generally
prohibits the Fund from engaging in principal securities transactions with an
affiliate of the Advisor. Thus, the Fund does not engage in principal
transactions with any affiliate of the Advisor. The Fund has adopted procedures,
under Rule 17e-1 under the 1940 Act, that are reasonably designed to provide
that any brokerage commission the Fund pays to an affiliate of the Advisor does
not exceed the usual and customary broker's commission. In addition, the Fund
will adhere to Section 11(a) of the 1934 Act and any applicable rules thereunder
governing floor trading.
THE ADMINISTRATOR
The Nottingham Company, Inc. (the "Administrator") assists the Trust in the
performance of its administrative responsibilities to the Fund, coordinates the
services of each vendor of services to the Fund, and provides the Fund with
other necessary administrative, fund accounting and compliance services. In
addition, the Administrator makes available the office space, equipment,
personnel and facilities required to provide such services to the Fund.
<PAGE>
THE TRANSFER AGENT
NC Shareholder Services, LLC ("NCSS") serves as the transfer agent and dividend
disbursing agent of the Fund. As indicated later in the section of this
Prospectus, "Investing in the Fund," NCSS will handle your orders to purchase
and redeem shares of the Fund, and will disburse dividends paid by the Fund.
THE DISTRIBUTOR
Shields & Company is the principal underwriter and distributor of the Fund's
shares and serves as the Fund's exclusive agent for the distribution of Fund
shares. Shields & Company may sell the Fund's shares to or through qualified
securities dealers or others.
Other Expenses. In addition to the management fees and Rule 12b-1 fees for the
Investor Class shares, the Fund pays all expenses not assumed by the Fund's
Advisor, including, without limitation: the fees and expenses of its
administrator, custodian, transfer agent, independent accountants and legal
counsel; the costs of printing and mailing to shareholders annual and
semi-annual reports, proxy statements, prospectuses, statements of additional
information and supplements thereto; the costs of printing registration
statements; bank transaction charges and custodian's fees; any proxy solicitors'
fees and expenses; filing fees; any federal, state or local income or other
taxes; any interest; any membership fees of the Investment Company Institute and
similar organizations; fidelity bond and Trustees' liability insurance premiums;
and any extraordinary expenses, such as indemnification payments or damages
awarded in litigation or settlements made. All general Trust expenses are
allocated among and charged to the assets of each separate series of the Trust,
such as the Fund, on a basis that the Trustees deem fair and equitable, which
may be on the basis of relative net assets of each series or the nature of the
services performed and relative applicability to each series.
YOUR INVESTMENT IN THE FUND
---------------------------
MINIMUM INVESTMENT
Institutional Class shares are sold and redeemed at net asset value. Shares may
be purchased by any account managed by the Advisor and any other institutional
investor or any broker-dealer authorized to sell shares in the Fund. The minimum
initial investment is $250,000 and the minimum additional investment is $500.
The Fund may, in the Advisor's sole discretion, accept certain accounts with
less than the minimum investment.
<PAGE>
PURCHASE AND REDEMPTION PRICE
Determining the Fund's Net Asset Value. The price at which you purchase or
redeem shares is based on the next calculation of net asset value after an order
is accepted in good form. The Fund's net asset value per share is calculated by
dividing the value of the Fund's total assets, less liabilities (including Fund
expenses, which are accrued daily), by the total number of outstanding shares of
that Fund. The net asset value per share of the Fund is normally determined at
the time regular trading closes on the New York Stock Exchange (currently 4:00
p.m. Eastern time, Monday through Friday), except on business holidays when the
New York Stock Exchange is closed.
Other Matters. Purchases and redemptions of shares of the same class by the same
shareholder on the same day will be netted for the Fund. All redemption requests
will be processed and payment with respect thereto will normally be made within
seven days after tenders. The Fund may suspend redemption, if permitted by the
1940 Act, for any period during which the New York Stock Exchange is closed or
during which trading is restricted by the Securities Exchange Commission ("SEC")
or if the SEC declares that an emergency exists. Redemptions may also be
suspended during other periods permitted by the SEC for the protection of the
Fund's shareholders. Additionally, during drastic economic and market changes,
telephone redemption privileges may be difficult to implement. Also, if the
Trustees determine that it would be detrimental to the best interest of the
Fund's remaining shareholders to make payment in cash, the Fund may pay
redemption proceeds in whole or in part by a distribution-in-kind of readily
marketable securities.
PURCHASING SHARES
Regular Mail Orders. Payment for shares must be made by check or money order
from a U.S. bank and payable in U.S. dollars. If checks are returned due to
insufficient funds or other reasons, the Fund will charge a $20 fee or may
redeem shares of the Fund already owned by the purchaser to recover any such
loss. For regular mail orders, please complete the attached Fund Shares
Application and mail it, along with your check made payable to the "Capital
Management Mid-Cap Fund," to:
Capital Management Mid-Cap Fund
Institutional Class Shares
c/o NC Shareholder Services, LLC
107 North Washington Street
Post Office Box 4365
Rocky Mount, North Carolina 27803-0365
The application must contain your social security number and Taxpayer
Identification Number ("TIN"). If you have applied for a social security number
or TIN at the time of completing your account application but do not have such
number yet, please indicate this on the application. Taxes are not withheld from
distributions to U.S. investors if certain IRS requirements regarding the TIN
are met.
<PAGE>
Bank Wire Orders. Purchases may also be made through bank wire orders. To
establish a new account or add to an existing account by wire, please call the
Fund at 1-888-626-3863, before wiring funds, to advise the Fund of the
investment, dollar amount, and the account identification number. Additionally,
please have your bank use the following wire instructions:
First Union National Bank of North Carolina
Charlotte, North Carolina
ABA # 053000219
For the Capital Management Mid-Cap Fund - Institutional Class Shares
Acct. # 2000000861878
For further credit to (shareholder's name and SS# or EIN#)
Additional Investments. You may also add to your account by mail or wire at any
time by purchasing shares at the then current public offering price. The minimum
additional investment is $500. Before adding funds by bank wire, please call the
Fund at 1-888-626-3863 and follow the above directions for wire purchases. Mail
orders should include, if possible, the "Invest by Mail" stub which is attached
to your Fund confirmation statement. Otherwise, please identify your account in
a letter accompanying your purchase payment.
Automatic Investment Plan. The automatic investment plan enables shareholders to
make regular monthly or quarterly investment in shares through automatic charges
to their checking account. With shareholder authorization and bank approval, the
fund will automatically charge the checking account for the amount specified
($100 minimum), which will be automatically invested in shares at the public
offering price on or about the 21st day of the month. The shareholder may change
the amount of the investment or discontinue the plan at any time by writing to
the Fund.
Exchange Feature. You may exchange shares of the Fund for shares of any other
series of the Trust offered for sale in the state in which you reside. Shares
may be exchanged for shares of any other series of the Trust at the net asset
value. Prior to making an investment decision or giving us your instructions to
exchange shares, please read the prospectus for the series in which you wish to
invest.
A pattern of frequent purchase and redemption transactions is considered by the
Advisor to not be in the best interest of the shareholders of the Fund. Such a
pattern may, at the discretion of the Advisor, be limited by the Fund's refusal
to accept further purchase and/or exchange orders from an investor, after
providing the investor with 60 days prior notice.
<PAGE>
The Board of Trustees reserves the right to suspend or terminate, or amend the
terms of, the exchange privilege upon 60 days written notice to the
shareholders.
Stock Certificates. You do not have the option of receiving stock certificates
for your shares. Evidence of ownership will be given by issuance of periodic
account statements that will show the number of shares owned.
REDEEMING YOUR SHARES
Regular Mail Redemptions. Regular mail redemption request should be addressed
to:
Capital Management Mid-Cap Fund
Institutional Class Shares
c/o NC Shareholder Services, LLC
107 North Washington Street
Post Office Box 4365
Rocky Mount, North Carolina 27803-0365
Regular mail redemption request should include:
1) Your letter of instruction specifying the account number and number of
shares, or the dollar amount, to be redeemed. This request must be
signed by all registered shareholders in the exact names in which they
are registered;
2) Any required signature guarantees (see "Signature Guarantees" below);
and
3) Other supporting legal documents, if required in the case of estates,
trusts, guardianships, custodianships, corporations, partnerships,
pension or profit sharing plans, and other organizations.
Your redemption proceeds normally will be sent to you within 7 days after
receipt of your redemption request. However, the Fund may delay forwarding a
redemption check for recently purchased shares while it determines whether the
purchase payment will be honored. Such delay (which may take up to 15 days from
the date of purchase) may be reduced or avoided if the purchase is made by
certified check or wire transfer. In all cases, the net asset value next
determined after receipt of the request for redemption will be used in
processing the redemption request.
Telephone and Bank Wire Redemptions. You may also redeem shares by telephone and
bank wire under certain limited conditions. The Fund will redeem shares in this
manner when so requested by the shareholder only if the shareholder confirms
redemption instructions in writing.
<PAGE>
The Fund may rely upon confirmation of redemption requests transmitted via
facsimile (FAX# 252-972-1908). The confirmation instructions must include:
1) The name of the Fund and the designation of Class (Institutional or
Investor),
2) Shareholder name and account number,
3) Number of shares or dollar amount to be redeemed,
4) Instructions for transmittal of redemption funds to the shareholder, and
5) Shareholder signature as it appears on the application then on file with
the Fund.
Redemption proceeds will not be distributed until written confirmation of the
redemption request is received, per the instructions above. You can choose to
have redemption proceeds mailed to you at your address of record, your bank, or
to any other authorized person, or you can have the proceeds sent by bank wire
to your bank ($5,000 minimum). Shares of the Fund may not be redeemed by wire on
days in which your bank is not open for business. You can change your redemption
instructions anytime you wish by filing a letter including your new redemption
instructions with the Fund. See "Signature Guarantees" below.
The Fund in its discretion may choose to pass through to redeeming shareholders
any charges imposed by the Custodian for wire redemptions. The Custodian
currently charges the Fund $10.00 per transaction for wiring redemption
proceeds. If this cost is passed through to redeeming shareholders by the Fund,
the charge will be deducted automatically from your account by redemption of
shares in your account. Your bank or brokerage firm may also impose a charge for
processing the wire. If wire transfer of funds is impossible or impractical, the
redemption proceeds will be sent by mail to the designated account.
You may redeem shares, subject to the procedures outlined above, by calling the
Fund at 1-888-626-3863. Redemption proceeds will only be sent to the bank
account or person named in your Fund Shares Application currently on file with
the Fund. Telephone redemption privileges authorize the Fund to act on telephone
instructions from any person representing himself or herself to be the investor
and reasonably believed by the Fund to be genuine. The Fund will employ
reasonable procedures, such as requiring a form of personal identification, to
confirm that instructions are genuine, and if it does not follow such
procedures, the Fund will be liable for any losses due to fraudulent or
unauthorized instructions. The Fund will not be liable for following telephone
instructions reasonably believed to be genuine.
Small Accounts. All shares are purchased and redeemed in accordance with the
Fund's Amended and Restated Declaration of Trust and By-Laws. The Trustees
reserve the right to redeem involuntarily any account having a net asset value
of less than $250,000 (due to redemptions, exchanges, or transfers, and not due
to market action) upon 60-days written notice. If the shareholder brings his
account net asset value up to at least $250,000 during the notice period, the
account will not be redeemed. Redemptions from retirement plans may be subject
to federal income tax withholding.
<PAGE>
Signature Guarantees. To protect your account and the Fund from fraud, signature
guarantees are required to be sure that you are the person who has authorized a
change in registration or standing instructions for your account. Signature
guarantees are required for (1) change of registration requests, (2) requests to
establish or to change exchange privileges or telephone and bank wire redemption
service other than through your initial account application, and (3) redemption
requests in excess of $50,000. Signature guarantees are acceptable from a member
bank of the Federal Reserve System, a savings and loan institution, credit union
(if authorized under state law), registered broker-dealer, securities exchange,
or association clearing agency and must appear on the written request for change
of registration, establishment or change in exchange privileges, or redemption
request.
Systematic Withdrawal Plan. A shareholder who owns shares of the Fund valued at
$10,000 or more at the current offering price may establish a Systematic
Withdrawal Plan to receive a monthly or quarterly check in a stated amount not
less than $100. Each month or quarter, as specified, the Fund will automatically
redeem sufficient shares from your account to meet the specified withdrawal
amount. The shareholder may establish this service whether dividends and
distributions are reinvested in shares of the Fund or paid in cash. Call or
write the Fund for an application form.
OTHER IMPORTANT INVESTMENT INFORMATION
--------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES
Under current federal income tax law, the Fund believes that it is entitled, and
the Fund intends that it shall be treated as a regulated investment company
("RIC") under Subchapter M of the Code. As a RIC, a Fund will not be subject to
federal tax on its net investment income and net realized capital gains to the
extent such income and gains are timely distributed to its shareholders.
Accordingly, the Fund intends to distribute all of its net investment income and
net realized capital gains to its shareholders. Unless otherwise instructed by
shareholders, all dividend distributions will be reinvested in full and
fractional shares of the Fund to which they relate.
Although the Fund intends that it will be operated so that there will be no
federal income or excise tax liability, if any such liability is incurred as a
result of failing to qualify as a RIC, the investment performance will be
adversely affected by the tax liability incurred and paid
Certain additional tax information appears in the Statement of Additional
Information.
<PAGE>
YEAR 2000
Like other mutual funds, the Fund and the service providers for the Fund rely
heavily on the reasonably consistent operation of their computer systems. Many
software programs and certain computer hardware in use today, cannot properly
process information after December 31, 1999, because of the method by which
dates are encoded and calculated in such programs and hardware. This problem,
commonly referred to as the "Year 2000 Issue," could, among other things,
negatively impact the processing of trades, the distribution of securities, the
pricing of securities and other investment-related and settlement activities.
The Trust is currently obtaining and assessing information with respect to the
actions that have been taken and the actions that are planned to be taken by
each of its service providers to prepare their computer systems for the Year
2000. While the Trust expects that each of the Trust's service providers will
have adapted their computer systems to address the Year 2000 Issue, there can be
no assurance that this will be the case or that the steps taken by the Trust
will be sufficient to avoid any adverse impact to the Trust and each of its
funds.
FINANCIAL HIGHLIGHTS
The financial data included in the table below has been derived from audited
financial statements of the Fund. The financial data for the fiscal years ended
November 30, 1998 and 1997, have been audited by Deloitte & Touche LLP,
independent auditors, whose report covering such periods is included in the
Statement of Additional Information. The financial data for the prior fiscal
years were audited by other independent auditors. This information should be
read in conjunction with the Fund's latest audited annual financial statements
and notes thereto, which are also included in the Statement of Additional
Information, a copy of which may be obtained at no charge by calling the Fund.
Further information about the performance of the Fund is contained in the Annual
Report of the Fund, a copy of which may also be obtained at no charge by calling
the Fund.
Institutional Class
-------------------
(For a Share Outstanding Throughout each Period Represented)
<TABLE>
<S> <C> <C> <C> <C>
For Fiscal Years Ended November 30,
1998 1997 1996 1995(a)
---- ---- ---- -------
Net Asset Value, Beginning of Period $18.20 $13.99 $12.16 $10.00
Income from investment operations
Net investment income (loss) 0.03 0.01 0.23 0.20
Net realized and unrealized gain on investments (1.70) 4.60 2.08 2.10
----- ---- ---- ----
Total from investment operations (1.67) 4.61 2.31 2.30
----- ---- ---- ----
Distributions to shareholders from
Net investment income 0.00 (0.04) (0.26) (0.14)
Distributions in excess of net investment income 0.00 (0.02) 0.00 (0.00)
Net realized gain from investment transactions (2.32) (0.34) (0.22) 0.00
----- ----- ----- ----
Total distributions (2.32) (0.40) (0.48) (0.14)
----- ------ ------ ------
Net Asset Value, End of Period $14.21 $18.20 $13.99 $12.16
====== ====== ====== ======
Total return (b) (10.94)% 33.92 % 19.57 % 23.00 %
Ratios/supplemental data
Net Assets, End of Period $4,929,525 $5,311,416 $3,502,215 $1,832,507
Ratio of expenses to average net assets
Before expense reimbursements and waived fees 2.60 % 2.92 % 3.70 % 7.20 % (c)
After expense reimbursements and waived fees 1.50 % 1.50 % 0.00 % 0.31 % (c)
Ratio of net investment income (loss) to average net assets
Before expense reimbursements and waived fees (0.93)% (1.34)% (1.77)% (4.45)% (c)
After expense reimbursements and waived fees 0.17 % 0.08 % 1.94 % 2.44 % (c)
Portfolio Turnover Rate 89.04 % 66.30 % 82.30 % 47.74 %
</TABLE>
(a) For the period from January 27, 1995 (commencement of operations) to
November 30, 1995.
(b) Total return does not reflect payment of a sales charge.
(c) Annualized.
<PAGE>
ADDITIONAL INFORMATION
________________________________________________________________________________
CAPITAL MANAGEMENT MID-CAP FUND
INSTITUTIONAL SHARES
________________________________________________________________________________
Additional information about the Fund is available in the Fund's Statement of
Additional Information. The Fund's Annual and Semi-annual Reports include a
discussion of market conditions and investment strategies that significantly
affected the Fund's performance during its last fiscal year.
These reports and the Statement of Additional Information are available free of
charge upon request by contacting us:
By telephone: 1-888-626-3863
By mail: Capital Management Mid-Cap Fund
Institutional Class Shares
c/o NC Shareholder Services, LLC
107 North Washington Street
Post Office Box 4365
Rocky Mount, NC 27803-0365
By e-mail: [email protected]
On the Internet: www.ncfunds.com
---------------
Information about the Fund can also be reviewed and copied at the SEC's Public
Reference Room in Washington, D.C. Inquiries on the operations of the public
reference room may be made by calling the SEC at 1-800-SEC-0330. Reports and
other information about the Fund are available on the SEC's Internet sit at
http://www.sec.gov and copies of this information may be obtained, upon payment
of a duplicating fee, by writing the Public Reference Section of the SEC,
Washington, D.C. 20549-6009.
Investment Company Act file number 811-08822
<PAGE>
Cusip Number 140296203 NASDAQ Symbol CMCIX
________________________________________________________________________________
CAPITAL MANAGEMENT MID-CAP FUND
A series of the
Capital Management Investment Trust
INVESTOR SHARES
________________________________________________________________________________
Prospectus
April 1, 1999
The Capital Management Mid-Cap Fund seeks long-term capital appreciation.
Current income is a secondary consideration in selecting portfolio investments.
In seeking to achieve its objective, this Fund will invest primarily in equity
securities of medium capitalization companies.
This Prospectus relates to the Investor Class Shares. The Fund also offers an
additional class of shares, Institutional Class Shares, which are offered by
another prospectus.
Advisor
-------
Capital Management Associates, Inc.
140 Broadway
New York, New York 10005
1-888-626-3863
The Securities and Exchange Commission has not approved the securities being
offered by this prospectus or determined whether this prospectus is accurate and
complete. It is unlawful for anyone to make any representation to the contrary.
<PAGE>
TABLE OF CONTENTS
Page
----
THE FUND.......................................................................2
- --------
Investment Objective........................................................2
Principal Investment Strategies.............................................2
Principal Risks Of Investing In The Fund....................................2
Bar Chart and Performance Table.............................................3
Fees And Expenses Of The Fund...............................................4
MANAGEMENT OF THE FUND.........................................................5
- ----------------------
The Investment Advisor......................................................5
The Administrator...........................................................6
The Transfer Agent..........................................................7
The Distributor.............................................................7
YOUR INVESTMENT IN THE FUND....................................................8
- ---------------------------
Minimum Investment..........................................................8
Purchase And RedemptionPrice................................................9
Purchasing Shares..........................................................10
Redeeming Your Shares......................................................12
OTHER IMPORTANT INVESTMENT INFORMATION........................................14
- --------------------------------------
Dividends, Distributions And Taxes.........................................14
Year 2000..................................................................14
Financial Highlights.......................................................15
Additional Information.............................................Back Cover
<PAGE>
THE FUND
--------
INVESTMENT OBJECTIVE
The investment objective of the Capital Management Mid-Cap Fund (the "Fund") is
to seek long-term capital appreciation. Current income is a secondary
consideration in selecting portfolio investments.
PRINCIPAL INVESTMENT STRATEGIES
The Fund, which is a diversified separate investment portfolio of the Capital
Management Investment Trust (the "Trust"), pursues its investment objective by
investing primarily in equity securities of medium capitalization ("mid-cap")
companies. The Fund considers a mid-cap company to be one that has market
capitalization, measured at the time the Fund purchases the security, within the
range of [$300 million to $6 billion].
The Fund's investments in mid-cap companies will be primarily in equity
securities of such companies, such as common and preferred stocks and securities
convertible into common stocks. The Fund intends to invest in a diversified
group of mid-cap companies and will not concentrate it investments in any one
industry or group.
Under normal market conditions, the Fund will invest at least 90% of its total
assets in equity securities, of which at least 65% of its total assets will be
invested in the equity securities of mid-cap companies. In selecting portfolio
securities, the Fund's Advisor, Capital Management Associates, Inc., uses
various screens and proprietary models that begin with a potential universe of
over 1,700 companies and seeks to select from that group companies whose current
share price is relatively undervalued. This process often includes visits with
company management and contacts with industry experts and suppliers. Final
investment decisions are made by the Advisor's Portfolio Management Team.
As a temporary defensive position, the Advisor may determine that the market
conditions warrant investing in investment-grade bonds, U.S. Government
Securities, repurchase agreements, or money market instruments. Under such
circumstances, the Advisor may invest up to 100% of the Fund's assets in these
investments.
PRINCIPAL RISKS OF INVESTING IN THE FUND
The Fund is intended for aggressive investors seeking above-average gains and
willing to accept the risks involved in investing in the securities of mid-cap
companies.
<PAGE>
Investing in the securities of mid-cap companies generally involves greater risk
than investing in larger, more established companies. This greater risk is, in
part, attributable to the fact that the securities of mid-cap companies usually
have more limited marketability and therefore, may be more volatile than
securities of larger, more established companies or the market averages in
general. Because mid-cap companies normally have fewer shares outstanding than
larger companies, it may be more difficult to buy or sell significant amounts of
such shares without an unfavorable impact on prevailing prices. Another risk
factor is that mid-cap companies often have limited product lines, markets or
financial resources and may lack management depth. Additionally, mid-cap
companies are typically subject to greater changes in earnings and business
prospects than are larger, more established companies and there typically is
less publicly available information concerning mid-cap companies than for
larger, more established companies.
Although investing in securities of medium sized companies offers potential
above-average returns if the companies are successful, the risk exists that the
companies will not succeed and the prices of the companies' shares could
significantly decline in value. Therefore, an investment in the Fund may involve
a greater degree of risk than an investment in other mutual funds that seek
capital growth by investing in more established, larger companies.
BAR CHART AND PERFORMANCE TABLE
The bar chart and table shown below provide an indication of the risks of
investing in the Fund by showing (on a calendar year basis) changes in the
Fund's annual total return from year to year and by showing (on a calendar year
basis) how the Fund's average annual returns for one year, three years, and
since inception compare to those of a broad-based securities market index. How
the Fund has performed in the past is not necessarily an indication of how the
Fund will perform in the future.
[BAR CHART INSERTED HERE]
Calendar Year Returns
Investor Shares
1996 18.79%
1997 36.38%
1998 -7.70%
<PAGE>
o During the 3-year period shown in the bar chart, the highest return for a
quarter was 23.47% (quarter ended December 31, 1998).
o During the 3-year period shown in the bar chart, the lowest return for a
quarter was -25.74% (quarter ended September 30, 1998).
o Sales loads are not reflected in the chart above. If these amounts were
reflected, returns would be less than those shown.
<TABLE>
<S> <C> <C> <C>
- ------------------------------------------------------- ------------------ ---------------- -----------------
Average Annual Total Returns Past 1 Year Past 3 Years Since Inception
Period ended December 31, 1998*
- ------------------------------------------------------- ------------------ ---------------- -----------------
Capital Management Mid-Cap Fund Investor Shares -10.47% 13.18% 13.90%
- ------------------------------------------------------- ------------------ ---------------- -----------------
S&P 400 Midcap Index ** 19.09% 23.31% 24.49%
- ------------------------------------------------------- ------------------ ---------------- -----------------
* Maximum sales loads are reflected in the table above.
** The S&P 400 Midcap Index is Standard & Poor's unmanaged,
capitalization-weighted index of 400 stocks in the mid-range sector of
the U.S. stock market.
</TABLE>
FEES AND EXPENSES OF THE FUND
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:
Shareholder Fees For Investor Shares
(fees paid directly from your investment)
-----------------------------------------
Maximum sales charge (load) imposed on purchases
(as a percentage of offering price) ...................3.00%
Redemption fee ............................................ None
Annual Fund Operating Expenses For Investor Shares
(expenses that are deducted from Fund assets)
---------------------------------------------
Management Fees....................................1.00%
Distribution and/or Service (12b-1) Fees...........0.75%
Other Expenses.....................................1.60%*
----
Total Annual Fund Operating Expenses...................3.35%
Fee Waiver and/or Expense Reimbursement...............(1.10%)
----
Net Expenses...........................................2.25%
====
* Other Expenses shown above are based upon actual expenses incurred
by the Investor Shares of each Fund for the fiscal year ended
November 30, 1998. The Advisor has entered into an Expense
Limitation Agreement with the Fund under which it has agreed to
waive or reduce its fees and to assume other expenses of the Fund,
if necessary, in an amount that limits Total Fund Operating
Expenses (exclusive of interest, taxes, brokerage fees and
commissions, extraordinary expenses, and payments under a Rule
12b-1 Plan) to not more than 1.50% of the Investor Shares average
daily net assets. See "Expense Limitation Agreement" for more
detailed information.
<PAGE>
Example. This Example shows you the expenses you may pay over time by investing
in the Fund. Since all funds use the same hypothetical conditions, it should
help you compare the costs of investing in the Fund versus other funds. The
Example assumes the following conditions:
(1) You invest $10,000 in the Fund for the periods shown;
(2) You reinvest all dividends and distributions;
(3) You redeem all of your shares at the end of those periods;
(4) You earn a 5% total return; and
(5) The Fund's expenses remain the same.
Although your actual costs may be higher or lower, the following table shows you
what your costs may be under the conditions listed above.
- ---------------------------- ------------ ------------ ------------ ------------
Period Invested 1 Year 3 Years 5 Years 10 Years
- ---------------------------- ------------ ------------ ------------ ------------
Your Costs $521 $982 $1,469 $2,807
- ---------------------------- ------------ ------------ ------------ ------------
MANAGEMENT OF THE FUND
----------------------
THE INVESTMENT ADVISOR
The Fund's Advisor is Capital Management Associates, Inc., 140 Broadway, New
York, New York 10005. The Advisor serves in that capacity pursuant to an
advisory contract with the Trust on behalf of the Fund. Subject to the authority
of the Trustees, the Advisor provides guidance and policy direction in
connection with its daily management of the Fund's assets. The Advisor manages
the investment and reinvestment of the Fund's assets. The Advisor is also
responsible for the selection of broker-dealers through which the Fund executes
portfolio transactions, subject to the brokerage policies established by the
Trustees, and it provides certain executive personnel to the Fund.
The Advisor, organized as a New York corporation in 1982, is controlled by its
officers and directors, with the principal shareholders being J.V. Shields, Jr.;
David V. Shields; C. Lennis Koontz, II, CFA; and Joseph A. Zock. Messrs. Zock
and Koontz, assisted by seven full-time analysts, serve as the Portfolio
Management Team that selects the investments for the Fund. The Shields brothers
and Mr. Zock have been affiliated with the Advisor since 1982. Mr. Koontz has
been affiliated with the Advisor since 1992. The Advisor has been managing the
Fund since its inception and has been providing investment advice to investment
companies, individuals, corporations, pension and profit sharing plans,
endowments, and other business and private accounts since 1982. The Advisor
currently has approximately [$1 billion] in assets under management.
<PAGE>
The Advisor's Compensation. As full compensation for the investment advisory
services provided to the Fund, the Fund pays the Advisor monthly compensation
based on the Fund's daily average net assets at the annual rate of 1.00% of the
first $100 million of the Fund's 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.
Expense Limitation Agreement. In the interest of limiting expenses of the Fund,
the Advisor has entered into an expense limitation agreement with the Trust,
with respect to the Fund ("Expense Limitation Agreement"), pursuant to which the
Advisor has agreed to waive or limit its fees and to assume other expenses so
that the total annual operating expenses of the Fund (other than interest,
taxes, brokerage commissions, other expenditures which are capitalized in
accordance with generally accepted accounting principles, other extraordinary
expenses not incurred in the ordinary course of the Fund's business, and amounts
payable pursuant to a Rule 12b-1 Plan) are limited to 1.50% of the average daily
assets of the Fund.
The Fund may at a later date reimburse the Advisor the management fees waived or
limited and other expenses assumed and paid by the Advisor pursuant to the
Expense Limitation Agreement, provided the Fund has reached a sufficient asset
size to permit such reimbursement to be made without causing the total annual
expense ratio of the Fund to exceed the percentage limits stated above.
Consequently, no reimbursement by the Fund will be made unless: (i) the Fund's
assets exceed [$10 million]; (ii) the Fund's total annual expense ratio is less
than the percentage stated above; and (iii) the payment of such reimbursement
has been approved by the Trust's Board of Trustees on a quarterly basis.
Brokerage Practices. In selecting brokers and dealers to execute portfolio
transactions, the Advisor may consider research and brokerage services furnished
to the Advisor or its affiliates. Subject to seeking the most favorable net
price and execution available, the Advisor may also consider sales of shares of
the Fund as a factor in the selection of brokers and dealers. Certain securities
trades will be cleared through Shields & Company, a registered broker-dealer
affiliate of the Advisor and Distributor of the Fund.
The Investment Company Act of 1940, as amended (the "1940 Act"), generally
prohibits the Fund from engaging in principal securities transactions with an
affiliate of the Advisor. Thus, the Fund does not engage in principal
transactions with any affiliate of the Advisor. The Fund has adopted procedures,
under Rule 17e-1 under the 1940 Act, that are reasonably designed to provide
that any brokerage commission the Fund pays to an affiliate of the Advisor does
not exceed the usual and customary broker's commission. In addition, the Fund
will adhere to Section 11(a) of the 1934 Act and any applicable rules thereunder
governing floor trading.
<PAGE>
THE ADMINISTRATOR
The Nottingham Company, Inc. (the "Administrator") assists the Trust in the
performance of its administrative responsibilities to the Fund, coordinates the
services of each vendor of services to the Fund, and provides the Fund with
other necessary administrative, fund accounting and compliance services. In
addition, the Administrator makes available the office space, equipment,
personnel and facilities required to provide such services to the Fund.
THE TRANSFER AGENT
NC Shareholder Services, LLC ("NCSS") serves as the transfer agent and dividend
disbursing agent of the Fund. As indicated later in the section of this
Prospectus, "Investing in the Fund," NCSS will handle your orders to purchase
and redeem shares of the Fund, and will disburse dividends paid by the Fund.
THE DISTRIBUTOR
Shields & Company is the principal underwriter and distributor of the Fund's
shares and serves as the Fund's exclusive agent for the distribution of Fund
shares. Shields & Company may sell the Fund's shares to or through qualified
securities dealers or others.
Distribution of the Fund's Shares. For the Investor Class shares of the Fund,
the Fund has adopted a Distribution Plan in accordance with Rule 12b-1 (the
"Distribution Plan") under the 1940 Act. Pursuant to the Distribution Plan, the
Fund compensates its distributor, Shields & Company (the "Distributor"), for
services rendered and expenses borne in connection with activities primarily
intended to result in the sale of the Fund's Investor Class shares (this
compensation is commonly referred to as "12b-1 fees"). It is anticipated that a
portion of the 12b-1 fees received by the Distributor will be used to defray
various costs incurred or paid by the Distributor in connection with the
printing and mailing to potential investors of Fund prospectuses, statements of
additional information, any supplements thereto, and shareholder reports, and
holding seminars and sales meetings with wholesale and retail sales personnel
designed to promote the sale of Investor Class shares. The Distributor may also
use a portion of the 12b-1 fees received to provide compensation to financial
intermediaries and third-party broker-dealers for their services in connection
with the sale of Investor Class shares. Because the 12b-1 fees are paid out of
the Fund's assets on an on-going basis, these fees, over time, will increase the
cost of your investment and may cost you more than paying other types of sales
loads.
The Distribution Plan provides that the Fund will pay annually 0.75% of the
average daily net assets of the Fund's Investor Class shares for activities
primarily intended to result in the sale of those shares, including to reimburse
entities for providing distribution and shareholder servicing with respect to
the Fund's Investor Class shares.
<PAGE>
The Distribution Plan is known as a "compensation" plan because payments are
made for services rendered to the Fund with respect to Investor Class shares
regardless of the level of expenditures made by the Distributor. The Board of
Trustees of the Trust will, however, take into account such expenditures for
purposes of reviewing operations under the Distribution Plan and concerning
their annual consideration of the Plan's renewal. The Distributor has indicated
that it expects its expenditures to include, without limitation: (a) the
printing and mailing to prospective investors of Fund prospectuses, statements
of additional information, any supplements thereto and shareholder reports with
respect to the Investor Class shares of the Fund; (b) those relating to the
development, preparation, printing and mailing of advertisements, sales
literature and other promotional materials describing and/or relating to the
Investor Class shares of the Fund; (c) holding seminars and sales meetings
designed to promote the distribution of the Fund's Investor Class shares; (d)
obtaining information and providing explanations to wholesale and retail
distributors of the Fund's investment objectives and policies and other
information about the Fund; (e) training sales personnel regarding the Investor
Class shares of the Fund; and (f) financing any other activity that the
Distributor determines is primarily intended to result in the sale of Investor
Class shares.
Other Expenses. In addition to the management fees and Rule 12b-1 fees for the
Investor Class shares, the Fund pays all expenses not assumed by the Fund's
Advisor, including, without limitation: the fees and expenses of its
administrator, custodian, transfer agent, independent accountants and legal
counsel; the costs of printing and mailing to shareholders annual and
semi-annual reports, proxy statements, prospectuses, statements of additional
information and supplements thereto; the costs of printing registration
statements; bank transaction charges and custodian's fees; any proxy solicitors'
fees and expenses; filing fees; any federal, state or local income or other
taxes; any interest; any membership fees of the Investment Company Institute and
similar organizations; fidelity bond and Trustees' liability insurance premiums;
and any extraordinary expenses, such as indemnification payments or damages
awarded in litigation or settlements made. All general Trust expenses are
allocated among and charged to the assets of each separate series of the Trust,
such as the Fund, on a basis that the Trustees deem fair and equitable, which
may be on the basis of relative net assets of each series or the nature of the
services performed and relative applicability to each series.
YOUR INVESTMENT IN THE FUND
---------------------------
MINIMUM INVESTMENT
Investor Class shares are sold subject to a sales charge of 3.00%, so that the
term "offering price" includes the front-end sales load. Shares are redeemed at
net asset value. Shares may be purchased by any account managed by the Advisor
and any broker-dealer authorized to sell Fund shares.
The minimum initial investment is $2,500 ($1,000 for Individual Retirement
Accounts ("IRAs")), Keogh Plans, 401(k) Plans, or purchases under the Uniform
Transfer to Minors Act. The minimum additional investment is $500. The Fund may,
in the Advisor's sole discretion, waive such minimum investment amounts.
<PAGE>
PURCHASE AND REDEMPTION PRICE
Sales Charges. The public offering price of Investor Class shares of the Fund
equals net asset value plus a sales charge. The Distributor receives this sales
charge and may reallow it in the form of dealer discounts and brokerage
commissions as follows:
<TABLE>
<S> <C> <C> <C>
- ------------------------------------ --------------------- -------------------- -----------------------------
Amount of Transaction At Public Charge As % of Net Sales Charge As % Sales Dealers Discounts and
Offering Price Amount Invested of Public Offering Brokerage Commissions as %
Price of Public Offering Price
- ------------------------------------ --------------------- -------------------- -----------------------------
Less than $250,000 3.09% 3.00% 2.80%
- ------------------------------------ --------------------- -------------------- -----------------------------
$250,000 but less than $500,000 2.56% 2.50% 2.30%
- ------------------------------------ --------------------- -------------------- -----------------------------
$500,000 or more 2.04% 2.00% 1.80%
- ------------------------------------ --------------------- -------------------- -----------------------------
</TABLE>
From time to time dealers who receive dealer discounts and brokerage commissions
from the Distributor may reallow all or a portion of such dealer discounts and
brokerage commissions to other dealers or brokers. Pursuant to the terms of the
Distribution Agreement, the sales charge payable to the Distributor and the
dealer discounts may be suspended, terminated or amended. The Distributor, at
its expense, may, from time to time, provide additional promotional incentives
to dealers who sell Fund shares.
Determining the Fund's Net Asset Value. The price at which you purchase or
redeem shares is based on the next calculation of net asset value after an order
is accepted in good form. The Fund's net asset value per share is calculated by
dividing the value of the Fund's total assets, less liabilities (including Fund
expenses, which are accrued daily), by the total number of outstanding shares of
that Fund. The net asset value per share of the Fund is normally determined at
the time regular trading closes on the New York Stock Exchange (currently 4:00
p.m. Eastern time, Monday through Friday), except on business holidays when the
New York Stock Exchange is closed.
In valuing the Fund's total assets, portfolio securities are generally valued at
their market value. Instruments with maturities of 60 days or less are valued at
amortized cost, which approximates market value. Securities and assets for which
representative market quotations are not readily available are valued at fair
value as determined in good faith under policies approved by the Board of
Trustees.
Other Matters. Purchases and redemptions of shares of the same class by the same
shareholder on the same day will be netted for the Fund. All redemption requests
will be processed and payment with respect thereto will normally be made within
seven days after tenders. The Fund may suspend redemption, if permitted by the
1940 Act, for any period during which the New York Stock Exchange is closed or
during which trading is restricted by the Securities Exchange Commission ("SEC")
or if the SEC declares that an emergency exists. Redemptions may also be
suspended during other periods permitted by the SEC for the protection of the
Fund's shareholders. Additionally, during drastic economic and market changes,
telephone redemption privileges may be difficult to implement. Also, if the
Trustees determine that it would be detrimental to the best interest of the
Fund's remaining shareholders to make payment in cash, the Fund may pay
redemption proceeds in whole or in part by a distribution-in-kind of readily
marketable securities.
<PAGE>
PURCHASING SHARES
Regular Mail Orders. Payment for shares must be made by check or money order
from a U.S. bank and payable in U.S. dollars. If checks are returned due to
insufficient funds or other reasons, the Fund will charge a $20 fee or may
redeem shares of the Fund already owned by the purchaser to recover any such
loss. For regular mail orders, please complete the attached Fund Shares
Application and mail it, along with your check made payable to the "Capital
Management Mid-Cap Fund," to:
Capital Management Mid-Cap Fund
Investor Class Shares
c/o NC Shareholder Services, LLC
107 North Washington Street
Post Office Box 4365
Rocky Mount, North Carolina 27803-0365
The application must contain your social security number and Taxpayer
Identification Number ("TIN"). If you have applied for a social security number
or TIN at the time of completing your account application but do not have such
number yet, please indicate this on the application. Taxes are not withheld from
distributions to U.S. investors if certain IRS requirements regarding the TIN
are met.
Bank Wire Orders. Purchases may also be made through bank wire orders. To
establish a new account or add to an existing account by wire, please call the
Fund at 1-888-626-3863, before wiring funds, to advise the Fund of the
investment, dollar amount, and the account identification number. Additionally,
please have your bank use the following wire instructions:
First Union National Bank of North Carolina
Charlotte, North Carolina
ABA # 053000219
For the Capital Management Mid-Cap Fund - Investor Class Shares
Acct. # 2000000861878
For further credit to (shareholder's name and SS# or EIN#)
Additional Investments. You may also add to your account by mail or wire at any
time by purchasing shares at the then current public offering price. The minimum
additional investment is $500. Before adding funds by bank wire, please call the
Fund at 1-888-626-3863 and follow the above directions for wire purchases. Mail
orders should include, if possible, the "Invest by Mail" stub which is attached
to your Fund confirmation statement. Otherwise, please identify your account in
a letter accompanying your purchase payment.
<PAGE>
Automatic Investment Plan. The automatic investment plan enables shareholders to
make regular monthly or quarterly investment in shares through automatic charges
to their checking account. With shareholder authorization and bank approval, the
fund will automatically charge the checking account for the amount specified
($100 minimum), which will be automatically invested in shares at the public
offering price on or about the 21st day of the month. The shareholder may change
the amount of the investment or discontinue the plan at any time by writing to
the Fund.
Exchange Feature. You may exchange shares of the Fund for shares of any other
series of the Trust offered for sale in the state in which you reside. Shares
may be exchanged for shares of any other series of the Trust at the net asset
value plus the percentage difference between that series' sales charge and any
sales charge, if any, previously paid in connection with the shares being
exchanged. Prior to making an investment decision or giving us your instructions
to exchange shares, please read the prospectus for the series in which you wish
to invest.
A pattern of frequent purchase and redemption transactions is considered by the
Advisor to not be in the best interest of the shareholders of the Fund. Such a
pattern may, at the discretion of the Advisor, be limited by the Fund's refusal
to accept further purchase and/or exchange orders from an investor, after
providing the investor with 60 days prior notice.
The Board of Trustees reserves the right to suspend or terminate, or amend the
terms of, the exchange privilege upon 60 days written notice to the
shareholders.
Rights of Accumulation. The sales charge applicable to a current purchase of
shares of the Fund by a person listed above is determined by adding the purchase
price of shares to be purchased to the aggregate value (at current offering
price) of shares of the Fund previously purchased and then owned, provided the
Distributor is notified by such person or his or her broker-dealer each time a
purchase is made which would so qualify. For example, a person who is purchasing
Mid-Cap shares with an aggregate value of $50,000 and who currently owns shares
of the Funds with a value of $200,000 would pay a sales charge of 2.50% of the
offering price on the new investment.
Letter of Intent. Sales charges may also be reduced through an agreement to
purchase a specified quantity of shares over a designated thirteen-month period
by completing the "Letter of Intent" section of the Account Application.
Information about the "Letter of Intent" procedure, including its terms, is
contained on the back of the Account Application.
Group Plans. Shares of the Fund may be sold at a reduced or eliminated sales
charge to certain Group Plans under which a sponsoring organization makes
recommendations to, permits group solicitation of, or otherwise facilitates
purchases by, its employees, members or participants. Information about such
arrangements is available from the Distributor.
<PAGE>
Stock Certificates. You do not have the option of receiving stock certificates
for your shares. Evidence of ownership will be given by issuance of periodic
account statements that will show the number of shares owned.
REDEEMING YOUR SHARES
Regular Mail Redemptions. Regular mail redemption request should be addressed
to:
Capital Management Mid-Cap Fund
Investor Class Shares
c/o NC Shareholder Services, LLC
107 North Washington Street
Post Office Box 4365
Rocky Mount, North Carolina 27803-0365
Regular mail redemption request should include:
1) Your letter of instruction specifying the account number and number of
shares, or the dollar amount, to be redeemed. This request must be
signed by all registered shareholders in the exact names in which they
are registered;
2) Any required signature guarantees (see "Signature Guarantees" below);
and
3) Other supporting legal documents, if required in the case of estates,
trusts, guardianships, custodianships, corporations, partnerships,
pension or profit sharing plans, and other organizations.
Your redemption proceeds normally will be sent to you within 7 days after
receipt of your redemption request. However, the Fund may delay forwarding a
redemption check for recently purchased shares while it determines whether the
purchase payment will be honored. Such delay (which may take up to 15 days from
the date of purchase) may be reduced or avoided if the purchase is made by
certified check or wire transfer. In all cases, the net asset value next
determined after receipt of the request for redemption will be used in
processing the redemption request.
Telephone and Bank Wire Redemptions. You may also redeem shares by telephone and
bank wire under certain limited conditions. The Fund will redeem shares in this
manner when so requested by the shareholder only if the shareholder confirms
redemption instructions in writing.
<PAGE>
The Fund may rely upon confirmation of redemption requests transmitted via
facsimile (FAX# 252-972-1908). The confirmation instructions must include:
1) The name of the Fund and the designation of class (Institutional or
Investor),
2) Shareholder name and account number,
3) Number of shares or dollar amount to be redeemed,
4) Instructions for transmittal of redemption funds to the shareholder, and
5) Shareholder signature as it appears on the application then on file with
the Fund.
Redemption proceeds will not be distributed until written confirmation of the
redemption request is received, per the instructions above. You can choose to
have redemption proceeds mailed to you at your address of record, your bank, or
to any other authorized person, or you can have the proceeds sent by bank wire
to your bank ($5,000 minimum). Shares of the Fund may not be redeemed by wire on
days in which your bank is not open for business. You can change your redemption
instructions anytime you wish by filing a letter including your new redemption
instructions with the Fund. See "Signature Guarantees" below.
The Fund in its discretion may choose to pass through to redeeming shareholders
any charges imposed by the Custodian for wire redemptions. The Custodian
currently charges the Fund $10.00 per transaction for wiring redemption
proceeds. If this cost is passed through to redeeming shareholders by the Fund,
the charge will be deducted automatically from your account by redemption of
shares in your account. Your bank or brokerage firm may also impose a charge for
processing the wire. If wire transfer of funds is impossible or impractical, the
redemption proceeds will be sent by mail to the designated account.
You may redeem shares, subject to the procedures outlined above, by calling the
Fund at 1-888-626-3863. Redemption proceeds will only be sent to the bank
account or person named in your Fund Shares Application currently on file with
the Fund. Telephone redemption privileges authorize the Fund to act on telephone
instructions from any person representing himself or herself to be the investor
and reasonably believed by the Fund to be genuine. The Fund will employ
reasonable procedures, such as requiring a form of personal identification, to
confirm that instructions are genuine, and if it does not follow such
procedures, the Fund will be liable for any losses due to fraudulent or
unauthorized instructions. The Fund will not be liable for following telephone
instructions reasonably believed to be genuine.
Small Accounts. All shares are purchased and redeemed in accordance with the
Fund's Amended and Restated Declaration of Trust and By-Laws. The Trustees
reserve the right to redeem involuntarily any account having a net asset value
of less than $1,000 (due to redemptions, exchanges, or transfers, and not due to
market action) upon 60-days written notice. If the shareholder brings his
account net asset value up to at least $1,000 during the notice period, the
account will not be redeemed. Redemptions from retirement plans may be subject
to federal income tax withholding.
<PAGE>
Signature Guarantees. To protect your account and the Fund from fraud, signature
guarantees are required to be sure that you are the person who has authorized a
change in registration or standing instructions for your account. Signature
guarantees are required for (1) change of registration requests, (2) requests to
establish or to change exchange privileges or telephone and bank wire redemption
service other than through your initial account application, and (3) redemption
requests in excess of $50,000. Signature guarantees are acceptable from a member
bank of the Federal Reserve System, a savings and loan institution, credit union
(if authorized under state law), registered broker-dealer, securities exchange,
or association clearing agency and must appear on the written request for change
of registration, establishment or change in exchange privileges, or redemption
request.
Systematic Withdrawal Plan. A shareholder who owns shares of the Fund valued at
$10,000 or more at the current offering price may establish a Systematic
Withdrawal Plan to receive a monthly or quarterly check in a stated amount not
less than $100. Each month or quarter, as specified, the Fund will automatically
redeem sufficient shares from your account to meet the specified withdrawal
amount. The shareholder may establish this service whether dividends and
distributions are reinvested in shares of the Fund or paid in cash. Call or
write the Fund for an application form.
OTHER IMPORTANT INVESTMENT INFORMATION
--------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES
Under current federal income tax law, the Fund believes that it is entitled, and
the Fund intends that it shall be treated as a regulated investment company
("RIC") under Subchapter M of the Code. As a RIC, a Fund will not be subject to
federal tax on its net investment income and net realized capital gains to the
extent such income and gains are timely distributed to its shareholders.
Accordingly, the Fund intends to distribute all of its net investment income and
net realized capital gains to its shareholders. Unless otherwise instructed by
shareholders, all dividend distributions will be reinvested in full and
fractional shares of the Fund to which they relate.
Although the Fund intends that it will be operated so that there will be no
federal income or excise tax liability, if any such liability is incurred as a
result of failing to qualify as a RIC, the investment performance will be
adversely affected by the tax liability incurred and paid.
Certain additional tax information appears in the Statement of Additional
Information.
<PAGE>
YEAR 2000
Like other mutual funds, the Fund and the service providers for the Fund rely
heavily on the reasonably consistent operation of their computer systems. Many
software programs and certain computer hardware in use today, cannot properly
process information after December 31, 1999, because of the method by which
dates are encoded and calculated in such programs and hardware. This problem,
commonly referred to as the "Year 2000 Issue," could, among other things,
negatively impact the processing of trades, the distribution of securities, the
pricing of securities and other investment-related and settlement activities.
The Trust is currently obtaining and assessing information with respect to the
actions that have been taken and the actions that are planned to be taken by
each of its service providers to prepare their computer systems for the Year
2000. While the Trust expects that each of the Trust's service providers will
have adapted their computer systems to address the Year 2000 Issue, there can be
no assurance that this will be the case or that the steps taken by the Trust
will be sufficient to avoid any adverse impact to the Trust and each of its
funds.
FINANCIAL HIGHLIGHTS
The financial data included in the table below has been derived from audited
financial statements of the Fund. The financial data for the fiscal years ended
November 30, 1998 and 1997, have been audited by Deloitte & Touche LLP,
independent auditors, whose report covering such periods is included in the
Statement of Additional Information. The financial data for the prior fiscal
years were audited by other independent auditors. This information should be
read in conjunction with the Fund's latest audited annual financial statements
and notes thereto, which are also included in the Statement of Additional
Information, a copy of which may be obtained at no charge by calling the Fund.
Further information about the performance of the Fund is contained in the Annual
Report of the Fund, a copy of which may also be obtained at no charge by calling
the Fund.
Investor Class
--------------
(For a Share Outstanding Throughout each Period Represented)
<TABLE>
<S> <C> <C> <C> <C>
For Fiscal Years Ended November 30,
1998 1997 1996 1995(a)
---- ---- ---- ------
Net Asset Value, Beginning of Period $18.04 $13.96 $12.09 $11.07
Income from investment operations
Net investment income (loss) (0.09) (0.05) 0.24 0.11
Net realized and unrealized gain on investments (1.67) 4.53 2.06 1.02
----- ---- ---- ----
Total from investment operations (1.76) 4.48 2.30 1.13
----- ---- ---- ----
Distributions to shareholders from
Net investment income 0.00 (0.03) (0.21) (0.11)
Distributions in excess of net investment income 0.00 (0.03) 0.00 0.00
Net realized gain from investment transactions (2.32) (0.34) (0.22) 0.00
------ ----- ----- ----
Total distributions (2.32) (0.40) (0.43) (0.11)
------ ------ ------ ------
Net Asset Value, End of Period $13.96 $18.04 $13.96 $12.09
====== ====== ====== ======
Total return (b) (11.67)% 33.11 % 19.61 % 10.24 %
Ratios/supplemental data
Net Assets, End of Period $1,766,893 $1,873,942 $746,136 $550,814
Ratio of expenses to average net assets
Before expense reimbursements and waived fees 3.35 % 3.71 % 4.45 % 7.18 % (c)
After expense reimbursements and waived fees 2.25 % 2.25 % 0.00 % 1.06 % (c)
Ratio of net investment income (loss) to average net assets
Before expense reimbursements and waived fees (1.67)% (2.10)% (2.50)% (4.23)% (c)
After expense reimbursements and waived fees (0.57)% (0.63)% 1.95 % 1.89 % (c)
Portfolio Turnover Rate 89.04 % 66.30 % 82.30 % 47.74 %
(a) For the period from April 7, 1995 (commencement of operations) to November
30, 1995.
(b) Total return does not reflect payment of a sales charge.
(c) Annualized.
</TABLE>
<PAGE>
ADDITIONAL INFORMATION
________________________________________________________________________________
CAPITAL MANAGEMENT MID-CAP FUND
INVESTOR SHARES
________________________________________________________________________________
Additional information about the Fund is available in the Fund's Statement of
Additional Information. The Fund's Annual and Semi-annual Reports include a
discussion of market conditions and investment strategies that significantly
affected the Fund's performance during its last fiscal year.
These reports and the Statement of Additional Information are available free of
charge upon request by contacting us:
By telephone: 1-888-626-3863
By mail: Capital Management Mid-Cap Fund
Investor Class Shares
c/o NC Shareholder Services, LLC
107 North Washington Street
Post Office Box 4365
Rocky Mount, NC 27803-0365
By e-mail: [email protected]
On the Internet: www.ncfunds.com
---------------
Information about the Fund can also be reviewed and copied at the SEC's Public
Reference Room in Washington, D.C. Inquiries on the operations of the public
reference room may be made by calling the SEC at 1-800-SEC-0330. Reports and
other information about the Fund are available on the SEC's Internet sit at
http://www.sec.gov and copies of this information may be obtained, upon payment
of a duplicating fee, by writing the Public Reference Section of the SEC,
Washington, D.C. 20549-6009.
Investment Company Act file number 811-08822
<PAGE>
PART B
------
STATEMENT OF ADDITIONAL INFORMATION
CAPITAL MANAGEMENT MID-CAP FUND
April 1, 1999
A series of
CAPITAL MANAGEMENT INVESTMENT TRUST
Capital Management Associates, Inc.
140 Broadway
New York, New York 10005
Telephone 1-888-626-3863
Table of Contents
Page
----
INVESTMENT OBJECTIVE AND POLICIES............................................B-1
INVESTMENT LIMITATIONS.......................................................B-2
MANAGEMENT AND OTHER SERVICE PROVIDERS.......................................B-3
ADDITIONAL INFORMATION ON PERFORMANCE........................................B-8
PORTFOLIO TRANSACTIONS.......................................................B-9
SPECIAL SHAREHOLDER SERVICES................................................B-11
PURCHASE OF SHARES..........................................................B-12
REDEMPTION OF SHARES........................................................B-14
NET ASSET VALUE.............................................................B-15
ADDITIONAL TAX INFORMATION..................................................B-15
CAPITAL SHARES AND VOTING...................................................B-17
APPENDIX A..................................................................B-18
This Statement of Additional Information (the "SAI") is meant to be read in
conjunction with the Prospectuses of the Capital Management Mid-Cap Fund (the
"Fund"), dated April 1, 1999, relating to the Fund's Institutional Shares and
Investor Shares and hereby incorporates by reference the Prospectus in its
entirety. Because this SAI is not itself a prospectus, no investment in shares
of the Fund should be made solely upon the information contained herein. Copies
of the Prospectus for the Investor Class and Institutional Class Shares of the
Fund and Annual Reports may be obtained at no charge by writing or calling the
Fund at the address or phone number shown above. Capitalized terms used but not
defined herein have the same meanings as in each Prospectus.
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
The investment objective and policies of the Fund are described in the
Prospectus for each Class of shares of the Fund. Supplemental information about
these policies is set forth below. Certain capitalized terms used herein are
defined in the Prospectus.
Repurchase Agreements. The Fund may acquire U.S. Government obligations or
corporate debt securities subject to repurchase agreements. A repurchase
transaction occurs when, at the time the Fund purchases a security (normally a
U.S. Treasury obligation), it also resells it to the vendor (normally a member
bank of the Federal Reserve or a registered Government Securities dealer) and
must deliver the security (and/or securities substituted for them under the
repurchase agreement) to the vendor on an agreed upon date in the future. The
repurchase price exceeds the purchase price by an amount which reflects an
agreed upon market interest rate effective for the period of time during which
the repurchase agreement is in effect. Delivery pursuant to the resale generally
will occur within one to seven days of the purchase.
Repurchase agreements are considered "loans" under the Investment Company Act of
1940, as amended (the "1940 Act"), collateralized by the underlying security.
The Trust will implement procedures to monitor on a continuous basis the value
of the collateral serving as security for repurchase obligations. Additionally,
the Advisor to the Fund will consider the creditworthiness of the vendor. If the
vendor fails to pay the agreed upon resale price on the delivery date, the Fund
will retain or attempt to dispose of the collateral. The Fund's risk is that
such default may include any decline in value of the collateral to an amount
which is less than 100% of the repurchase price, any costs of disposing of such
collateral, and any loss resulting from any delay in foreclosing on the
collateral. The Fund will not enter into any repurchase agreement which will
cause more than 10% of its net assets to be invested in repurchase agreements
which extend beyond seven days and other illiquid securities.
Description of Money Market Instruments. The Fund may invest in money market
instruments may include U.S. Government obligations or corporate debt
obligations (including those subject to repurchase agreements), provided that
they mature in thirteen months or less from the date of acquisition and are
otherwise eligible for purchase by the Fund. Money market instruments also may
include Banker's Acceptances and Certificates of Deposit of domestic branches of
U.S. banks, Commercial Paper, and Variable Amount Demand Master Notes ("Master
Notes"). Banker's Acceptances are time drafts drawn on and "accepted" by a bank.
When a bank "accepts" such a time draft, it assumes liability for its payment.
When the Fund acquires a Banker's Acceptance, the bank which "accepted" the time
draft is liable for payment of interest and principal when due. The Banker's
Acceptance carries the full faith and credit of such bank. A Certificate of
Deposit ("CD") is an unsecured, interest bearing debt obligation of a bank.
Commercial Paper is an unsecured, short-term debt obligation of a bank,
corporation, or other borrower. Commercial Paper maturity generally ranges from
two to 270 days and is usually sold on a discounted basis rather than as an
interest bearing instrument. The Fund will invest in Commercial Paper only if it
is rated in one of the top two rating categories by Moody's Investors Service,
Inc. ("Moody's"), Standard & Poor's Ratings Group ("S&P"), Fitch Investors
Service, Inc. ("Fitch"), or Duff & Phelps ("D&P"), or if not rated, of
equivalent quality in the Advisor's opinion. Commercial Paper may include Master
Notes of the same quality. Master Notes are unsecured obligations which are
redeemable upon demand of the holder and which permit the investment of
fluctuating amounts at varying rates of interest. Master Notes are acquired by
the Fund only through the Master Note program of the Fund's custodian bank,
acting as administrator thereof. The Advisor will monitor, on a continuous
basis, the earnings' power, cash flow, and other liquidity ratios of the issuer
of a Master Note held by the Fund.
Illiquid Investments. The Fund may invest up to 10% of its net assets in
illiquid securities, which are investments that cannot be sold or disposed of in
the ordinary course of business within seven days at approximately the prices at
which they are valued. Under the supervision of the Board of Trustees, the
Advisor determines the liquidity of the Fund's investments, and through reports
from the Advisor, the Board monitors investments in illiquid instruments. In
determining the liquidity of the Fund's investments, the Advisor may consider
various factors including (1) the frequency of trades and quotations, (2) the
number of dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including any
demand or tender features), and (5) the nature of the marketplace for trades
(including the ability to assign or offset the Fund's rights and obligations
relating to the investment). If through a change in values, net assets, or other
circumstances, the Fund were in a position where more than 10% of its net assets
were invested in illiquid securities, it would seek to take appropriate steps to
protect liquidity.
Restricted Securities. Within its limitation on investment in illiquid
securities, the Fund may purchase restricted securities that generally can be
sold in privately negotiated transactions, pursuant to an exemption from
registration under the federal securities laws, or in a registered public
offering. Where registration is required, the Fund may be obligated to pay all
or part of the registration expense and a considerable period may elapse between
the time it decides to seek registration and the time the Fund may be permitted
to sell a security under an effective registration statement. If during such a
period adverse market conditions were to develop, the Fund might obtain a less
favorable price than prevailed when it decided to seek registration of the
security.
Forward Commitment & When-Issued Securities. The Fund may purchase securities on
a when-issued basis or for settlement at a future date if the Fund holds
sufficient assets to meet the purchase price. In such purchase transactions, the
Fund will not accrue interest on the purchased security until the actual
settlement. Similarly, if a security is sold for a forward date, the Fund will
accrue the interest until the settlement of the sale. When-issued security
purchase and forward commitments have a higher degree of risk of price movement
before settlement due to the extended time period between the execution and
settlement of the purchase or sale. As a result, the exposure to the
counterparty of the purchase or sale is increased. Although the Fund would
generally purchase securities on a forward commitment or when-issued basis with
the intention of taking delivery, the Fund may sell such a security prior to the
settlement date if the Advisor felt such action was appropriate. In such a case,
the Fund could incur a short-term gain or loss.
INVESTMENT LIMITATIONS
The Fund has adopted the following investment limitations, which cannot be
changed without approval by holders of a majority of the outstanding voting
shares of the Fund. A "majority" for this purpose means the lesser of (i) 67% of
the Fund's outstanding shares represented in person or by proxy at a meeting at
which more than 50% of its outstanding shares are represented, or (ii) more than
50% of its outstanding shares. Unless otherwise indicated, percentage
limitations apply at the time of purchase.
As a matter of fundamental policy, the Fund may not:
(1) Issue senior securities, borrow money, or pledge its assets, except
that it may borrow from banks as a temporary measure (a) for
extraordinary or emergency purposes, in amounts not exceeding 5% of its
total assets or (b) to meet redemption requests in amounts not
exceeding 15% of its total assets. The Fund will not make any
investments if borrowing exceeds 5% of its total assets until such time
as total borrowing represents less than 5% of Fund assets;
(2) With respect to 75% of its total assets, invest more than 5% of the
value of its total assets in the securities of any one issuer or
purchase more than 10% of the outstanding voting securities of any
class of securities of any one issuer (except that securities of the
U.S. government, its agencies, and instrumentalities are not subject to
this limitation);
(3) Invest 25% or more of the value of its total assets in any one industry
or group of industries (except that securities of the U.S. Government,
its agencies, and instrumentalities are not subject to this
limitation);
(4) Invest for the purpose of exercising control or management of another
issuer;
(5) Purchase or sell commodities or commodities contracts; real estate
(including limited partnership interests, but excluding readily
marketable interests in real estate investment trusts or other
securities secured by real estate or interests therein or readily
marketable securities issued by companies that invest in real estate or
interests therein); or interests in oil, gas, or other mineral
exploration or development programs or leases (although it may invest
in readily marketable securities of issuers that invest in or sponsor
such programs or leases);
(6) Underwrite securities issued by others except to the extent that the
disposition of portfolio securities, either directly from an issuer or
from an underwriter for an issuer, may be deemed to be an underwriting
under the federal securities laws;
(7) Invest in warrants, valued at the lower of cost or market, exceeding
more than 5% of the value of the Fund's net assets. Included within
this amount, but not to exceed 2% of the value of the Fund's net
assets, may be warrants which are not listed on the New York or
American Stock Exchange;
(8) Participate on a joint or joint and several basis in any trading
account in securities;
(9) Invest its assets in the securities of one or more investment companies
except to the extent permitted by the 1940 Act; or
(10) Write, purchase, or sell puts, calls, straddles, spreads, or
combinations thereof or futures contracts or related options.
The following investment limitations are not fundamental and may be changed
without shareholder approval. As a matter of non-fundamental policy, the Fund
may not:
(1) Invest in securities of issuers which have a record of less than three
years' continuous operation (including predecessors and, in the case of
bonds, guarantors) if more than 5% of its total assets would be
invested in such securities;
(2) Invest more than 10% of its net assets in illiquid securities. For this
purpose, illiquid securities include, among others, (a) securities for
which no readily available market exists or which have legal or
contractual restrictions on resale, (b) fixed-time deposits that are
subject to withdrawal penalties and have maturities of more than seven
days, and (c) repurchase agreements not terminable within seven days;
(3) Invest in the securities of any issuer if those officers or Trustees of
the Trust and those officers and directors of the Advisor who
individually own more than 1/2 of 1% of the outstanding securities of
such issuer together own more than 5% of such issuer's securities;
(4) Make loans of money or securities, except that the Fund may invest in
repurchase agreements;
(5) Make short sales of securities or maintain a short position, except
short sales "against the box." (A short sale is made by selling a
security the Fund does not own. A short sale is "against the box" to
the extent that the Fund contemporaneously owns or has the right to
obtain at no additional cost securities identical to those sold short.)
While the Fund has reserved the right to make short sales "against the
box," the Advisor has no present intention of engaging in such
transactions at this time or during the coming year.
MANAGEMENT AND OTHER SERVICE PROVIDERS
The Trust's Board of Trustees (the "Trustees") are responsible for the
management and supervision of the Fund. The Trustees approve all significant
agreements between the Trust, on behalf of the Fund, and those companies that
furnish services to the Fund. This section of the Statement of Additional
Information provides the persons who serve as Trustees and Officers to the Trust
and Fund, respectively, as well as the entities that provide services to the
Fund.
TRUSTEES AND OFFICERS. Following are the Trustees and Officers of the Trust,
their age, their present position with the Trust or the Fund, and their
principal occupation during the past five years. Those Trustees who are
"interested persons" (as defined in the 1940 Act) by virtue of their affiliation
with either the Trust or the Advisor, are noted by an asterisk (*). Messrs.
David V. Shields and Joseph V. Shields, Jr. are brothers.
<TABLE>
<S> <C> <C>
- --------------------------------------------------- ----------------------- ---------------------------------------------------
Name, Age, Position(s) with Position with Principal Occupation(s)
Fund and/or Trust, and Address The Fund During Past 5 Years
- --------------------------------------------------- ----------------------- ---------------------------------------------------
Lucius E. Burch, III, 56 Trustee Chairman and Chief Executive Officer
438 Rosemeade Lane Massey Burch Investment Group, Inc.
Naples, Florida 33999 (venture capital firm)
Nashville, Tennessee
- --------------------------------------------------- ----------------------- ---------------------------------------------------
C. Lennis Koontz, II, 55 President Senior Vice President
President Capital Management Associates, Inc.
140 Broadway (Advisor to the Fund)
New York, New York 10005 New York, New York
- --------------------------------------------------- ----------------------- ---------------------------------------------------
Thomas A. Saunders, III, 61 Trustee General Partner
667 Madison Avenue Saunders Karp & Company
21st Floor (merchant bank)
New York, New York 10021 New York, New York
- --------------------------------------------------- ----------------------- ---------------------------------------------------
David V. Shields, 58 Trustee* Managing Director
140 Broadway Capital Management Associates, Inc.
New York, New York 10005 (Advisor to the Fund)
New York, New York;
Managing Director
Shields & Company
(Distributor of the Fund)
New York, New York
- --------------------------------------------------- ----------------------- ---------------------------------------------------
Joseph V. Shields, Jr., 59 Chairman & Trustee* Chairman and Chief Executive Officer
140 Broadway Capital Management Associates, Inc.
New York, New York 10005 (Advisor to the Fund)
New York, New York;
Managing Director
Shields & Company
(Distributor to the Fund)
New York, New York
- --------------------------------------------------- ----------------------- ---------------------------------------------------
Anthony J. Walton 55 Trustee Chief Executive Officer
230 Park Avenue Armstrong Holdings Corporation
Suite 1440 (investment and corporate finance advisory firm)
New York, New York 10169 New York, New York, since 1995;
Vice Chairman
Petsec Energy, Inc.
(exploration and production company), Sydney,
Australia, and Lafayette, Louisiana, since
1995; previously
Chief Executive Officer
Llama Company
Fayetteville, Arkansas
- --------------------------------------------------- ----------------------- ---------------------------------------------------
C. Frank Watson, III, 28 Secretary Vice President
105 North Washington Street The Nottingham Company
Rocky Mount, North Carolina 27802 (Administrator to the Fund)
Rocky Mount, North Carolina
- --------------------------------------------------- ----------------------- ---------------------------------------------------
Julian G. Winters, 30 Treasurer Legal and Compliance Director
105 North Washington Street The Nottingham Company
Rocky Mount, North Carolina 27802 (Administrator to the Fund)
Rocky Mount, North Carolina since 1996; previously
Operations Manager, Tar Heel
Medical, Nashville, North Carolina
- --------------------------------------------------- ----------------------- ---------------------------------------------------
Joseph A. Zock, 45 Vice-President Senior Vice President
140 Broadway Capital Management Associates, Inc.
New York, New York 10005 (Advisor to the Fund)
New York, New York
- --------------------------------------------------- ----------------------- ---------------------------------------------------
</TABLE>
Compensation. Trustees and Officers of the Trust who are interested persons of
the Trust or the Advisor will receive no salary or fees from the Trust. Other
Trustees receive $2,000 each year plus $250 per Fund per meeting attended in
person and $100 per Fund per meeting attended by telephone. The Trust reimburses
each Trustee for his or her travel and other expenses relating to attendance at
such meetings.
<TABLE>
<S> <C> <C> <C> <C>
- ------------------------------- -------------------- ------------------------ ---------------------- ---------------------------
Name of Person Aggregate Pension or Retirement Estimated Annual Total Compensation From
Compensation Benefits Benefits Upon Fund and Fund Complex
Retirement Paid to Directors
- ------------------------------- -------------------- ------------------------ ---------------------- ---------------------------
Lucius E. Burch, III $2,450 None None $2,450
- ------------------------------- -------------------- ------------------------ ---------------------- ---------------------------
Thomas A. Saunders, III $2,600 None None $2,600
- ------------------------------- -------------------- ------------------------ ---------------------- ---------------------------
David V. Shields None None None None
- ------------------------------- -------------------- ------------------------ ---------------------- ---------------------------
Joseph V. Shields, Jr. None None None None
- ------------------------------- -------------------- ------------------------ ---------------------- ---------------------------
Anthony J. Walton $2,700 None None $2,700
- ------------------------------- -------------------- ------------------------ ---------------------- ---------------------------
*Figures are for the fiscal period ended November 30, 1998.
</TABLE>
PRINCIPAL HOLDERS OF VOTING SECURITIES. As of January 21, 1999, the Trustees and
Officers of the Trust as a group owned beneficially (i.e., had voting and/or
investment power) less than 1% of the then outstanding shares of each Class of
the Fund. On the same date the following shareholders owned of record more than
5% of the outstanding shares of beneficial interest of each Class of the Fund.
Except as provided below, no person is known by the Trust to be the beneficial
owner of more than 5% of the outstanding shares of any Class of the Fund as of
January 21, 1999.
Institutional Class
-------------------
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent
=================== ===================== =======
BT Alex Brown, Inc. 26,204.504 shares 39.389%*
FBO 873-20604-16
P.O. Box 1346
Baltimore, Maryland 21203
BT Alex Brown, Inc. 24,792.068 shares 7.738%
FBO 876-01389-10
P.O. Box 1346
Baltimore, Maryland 21203
BT Alex Brown, Inc. 22,017.458 shares 6.872%
FBO 873-80154-14
P.O. Box 1346
Baltimore, Maryland 21203
BT Alex Brown, Inc. 19,779.008 shares 6.173%
FBO 876-01174-19
P.O. Box 1346
Baltimore, Maryland 21203
Investor Class
--------------
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent
=================== ==================== =======
BT Alex Brown, Inc. 24,857.072 shares 20.053%
FBO 873-23222-12
P.O. Box 1346
Baltimore, Maryland 21203
BT Alex Brown, Inc. 7,598.077 shares 6.130%
FBO 873-20803-15
P.O. Box 1346
Baltimore, Maryland 21203
*Deemed a "control person" of the Fund as defined by applicable SEC regulations.
INVESTMENT ADVISOR. Information about Capital Management Associates, Inc. (the
"Advisor"), 140 Broadway, New York, New York 10005 and its duties and
compensation as Advisor is contained in the Prospectus. The Advisor supervises
the Fund's investments pursuant to an Investment Advisory Agreement (the
"Advisory Agreement"). The Advisory Agreement is effective for a one-year period
and will be renewed thereafter only so long as such renewal and continuance is
specifically approved at least annually by the Board of Trustees or by vote of a
majority of the Fund's outstanding voting securities, provided the continuance
is also approved by a majority of the Trustees who are not parties to the
Advisory Agreement or interested persons of any such party. The Advisory
Agreement is terminable without penalty on 60-days' notice by the Board of
Trustees of the Trust or by vote of a majority of the outstanding voting
securities of the Fund. The Advisory Agreement provides that it will terminate
automatically in the event of its assignment.
The Advisor will receive a monthly management fee equal to an annual rate of
1.00% of the first $100 million of the Fund's 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. The Advisor has voluntarily waived all or substantially all of its fee
and reimbursed all or a portion of the Fund's operating expenses for the fiscal
years and period ended November 30, 1998, 1997, and 1996. The total fees waived
amounted to, $66,709 (the Advisor received 7,540 of its fee), $52,043 (the
Advisor received $1,921 of its fees), and $34,561, respectively, and expenses
reimbursed amounted to $14,704, $25,031, and $97,598, respectively.
Under the Advisory Agreement, the Advisor is not liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the performance of such Agreement, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services; or a
loss resulting from willful misfeasance, bad faith, or gross negligence on the
part of the Advisor in the performance of its duties; or from its reckless
disregard of its duties and obligations under the Agreement.
The employees of the Advisor control the Advisor. Affiliates of the Advisor also
control the Distributor.
ADMINISTRATOR. The Trust has entered into a Fund Accounting and Compliance
Administration Agreement with The Nottingham Company (the "Administrator"), 105
North Washington Street, Post Office Drawer 69, Rocky Mount, North Carolina
27802-0069, pursuant to which the Administrator receives a fee at the following
annual rates: on the first $50 million of the Fund's net assets, 0.125%; on the
next $50 million, 0.100%; on all assets over $100 million, 0.075%. In addition,
the Administrator currently receives a monthly fee of $2,250 for the first class
of the Fund and $750 for each additional class of the Fund (although the fees
are allocated equally as an expense to each class) for accounting and
recordkeeping services for the Fund. The Administrator also charges the Fund for
certain costs involved with the daily valuation of investment securities and is
reimbursed for out-of-pocket expenses. The Administrator charges a minimum fee
of $4,000 per month for all of its fees taken in the aggregate, analyzed
monthly.
The Administrator will perform the following services for the Fund: (1)
coordinate with the Custodian and monitor the services it provides to the Fund;
(2) coordinate with and monitor any other third parties furnishing services to
the Fund; (3) provide the Fund with necessary office space, telephones, and
other communications facilities and personnel competent to perform
administrative and clerical functions for the Fund; (4) supervise the
maintenance by third parties of such books and records of the Fund as may be
required by applicable federal or state law; (5) prepare or supervise the
preparation by third parties of all federal, state, and local tax returns and
reports of the Fund required by applicable law; (6) prepare and, after approval
by the Trust, file and arrange for the distribution of proxy materials and
periodic reports to shareholders of the Fund as required by applicable law; (7)
prepare and, after approval by the Trust, arrange for the filing of such
registration statements and other documents with the Securities and Exchange
Commission and other federal and state regulatory authorities as may be required
by applicable law; (8) review and submit to the officers of the Trust for their
approval invoices or other requests for payment of Fund expenses and instruct
the Custodian to issue checks in payment thereof; and (9) take such other action
with respect to the Fund as may be necessary in the opinion of the Administrator
to perform its duties under the agreement. The Administrator also provides
certain accounting and pricing services for the Fund.
TRANSFER AGENT. The Trust has entered into a Dividend Disbursing and Transfer
Agent Agreement with NC Shareholder Services, LLC (the "Transfer Agent"), a
North Carolina limited liability company, to serve as transfer, dividend paying,
and shareholder servicing agent for the Fund. The Transfer Agent is compensated
for its services based upon a $15.00 fee per shareholder per year, subject to a
minimum fee of $750 per month. The address of the Transfer Agent is 107 North
Washington Street, Post Office Box 4365, Rocky Mount, North Carolina 27803-0365.
DISTRIBUTOR. Shields & Company (the "Distributor") is the principal underwriter
and distributor of Fund shares pursuant to a Distribution Agreement with the
Trust. The Distributor, which is affiliated with the Advisor, serves as
exclusive agent for the distribution of the shares of the Fund. The Distributor
may sell such shares to or through qualified securities dealers or others. The
Distributor receives commissions consisting of that portion of the sales charge
for Investor Shares remaining after the discounts which it allows to dealers.
For the fiscal years and period ended November 30, 1998, 1997, and 1996, the
aggregate dollar amount of sales charges paid on the sale of Investor Shares was
$25,113, $29,130, and $15,356, respectively, of which the Distributor retained
$1,951, $1,941, and $303, respectively, after reallowances to broker-dealers and
sales representatives.
J.V. Shields, Jr. and David V. Shields, affiliated persons of the Fund, are also
affiliated persons of the Advisor and the Distributor.
The Fund has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1 of
the 1940 Act for the Investor Shares (see "Management of the Fund - Distribution
Plan" in the Prospectus for the Investor Shares). As required by Rule 12b-1, the
Plan (together with the Distribution Agreement) has been approved by the Board
of Trustees and separately by a majority of the Trustees who are not interested
persons of the Trust and who have no direct or indirect financial interest in
the operation of the Plan and the Distribution Agreement.
Potential benefits of the Plan to the Fund include improved shareholder
services, savings to the Fund in transfer agency costs, savings to the Fund in
advisory fees and other expenses, benefits to the investment process through
growth and stability of assets, and maintenance of a financially healthy
management organization. The continuation of the Plan must be considered by the
Board of Trustees annually.
Under the Plan the Fund may expend up to 0.75% of the Investor Shares' average
daily net assets annually to finance any activity primarily intended to result
in the sale of Investor Shares and the servicing of shareholder accounts,
provided the Trust's Board of Trustees has approved the category of expenses for
which payment is being made. Such expenditures paid as service fees to any
person who sells Investor Shares may not exceed 0.25% of the Investor Shares'
average annual net asset value. For the fiscal year ended November 30, 1998, the
Fund incurred distribution and service fees under the Plan in the amount of
$16,078. This amount was substantially paid to sales personnel for selling Fund
shares and servicing shareholder accounts, with a small amount paid for
marketing expenses. The Distributor waived $72 of its fee for the fiscal year
ended November 30, 1998.
CUSTODIAN. First Union National Bank of North Carolina (the "Custodian"), Two
First Union Center, Charlotte, North Carolina 28288-1151, serves as custodian
for the Fund. The Custodian holds all cash and securities of the Fund (either in
its possession or in its favor through "book entry systems" authorized by the
Trustees in accordance with the 1940 Act).
INDEPENDENT AUDITORS. The firm of Deloitte & Touche LLP, 2500 One PPG Place,
Pittsburgh, Pennsylvania 15222-5401, currently serves as independent auditors
for the Fund to audit the annual financial statements of the Fund, prepare the
Fund's federal and state tax returns, and consult with the Fund on matters of
accounting and federal and state income taxation.
The audited financial statements of the Fund for the year ended November 30,
1998, including the financial highlights, appearing the in the Fund's Annual
Report to shareholders are incorporated by reference and made a part of this
document.
ADDITIONAL INFORMATION ON PERFORMANCE
From time to time, the total return of each Class of the Fund may be quoted in
advertisements, sales literature, shareholder reports, or other communications
to shareholders. The Fund computes the "average annual total return" of each
Class of the Fund by determining the average annual compounded rates of return
during specified periods that equate the initial amount invested to the ending
redeemable value of such investment. This is done by determining the ending
redeemable value of a hypothetical $1,000 initial payment. This calculation is
as follows:
P(1+T)^n = ERV
Where: T = average annual total return.
ERV = ending redeemable value at the end of the period covered
by the computation of a hypothetical $1,000 payment made
at the beginning of the period.
P = hypothetical initial payment of $1,000 from which the
maximum sales load is deducted.
n = period covered by the computation, expressed in terms of
years.
The Fund may also compute the aggregate total return of each Class of the Fund,
which is calculated in a similar manner, except that the results are not
annualized.
The calculation of average annual total return and aggregate total return assume
that the maximum sales load is deducted from the initial $1,000 investment at
the time it is made and that there is a reinvestment of all dividends and
capital gain distributions on the reinvestment dates during the period. The
ending redeemable value is determined by assuming complete redemption of the
hypothetical investment and the deduction of all nonrecurring charges at the end
of the period covered by the computations. The Fund may also quote other total
return information that does not reflect the effects of the sales load.
The Fund's performance may be compared in advertisements, sales literature,
shareholder reports, and other communications to the performance of other mutual
funds having similar objectives or to standardized indices or other measures of
investment performance. In particular, the Fund may compare its performance to
the S&P 500 Index, which is generally considered to be representative of the
performance of unmanaged common stocks that are publicly traded in the United
States securities markets. The Fund may also compare its performance to the S&P
MidCap 400 Index, which is designed to measure the investment performance of
medium-capitalization equities such as those in which the Fund invests, and the
Lipper Capital Appreciation Index, which ranks the performance of mutual funds
that have an objective of growth of capital. Comparative performance may also be
expressed by reference to a ranking prepared by a mutual fund monitoring service
or by one or more newspapers, newsletters, or financial periodicals. The Fund
may also occasionally cite statistics to reflect its volatility and risk. The
Fund may also compare its performance to other published reports of the
performance of unmanaged portfolios of companies. The performance of such
unmanaged portfolios generally does not reflect the effects of dividends or
dividend reinvestment. Of course, there can be no assurance the Fund will
experience the same results. Performance comparisons may be useful to investors
who wish to compare the Fund's past performance to that of other mutual funds
and investment products. Of course, past performance is not a guarantee of
future results.
The average annual total return for the Investor Shares of the Fund for the
fiscal year ended November 30, 1998, and for the period from the inception of
the Investor Shares of the Fund (April 7, 1995) through November 30, 1998, was
(14.32)% and 11.82%, respectively. The cumulative total return for the Investor
Shares of the Fund since inception through November 30, 1998, was 50.38%. These
quotations assume the maximum 3% sales load was deducted from the initial
investment. Without reflecting the effects of the maximum 3% sales load, the
average annual total return for the Investor Shares for the fiscal year ended
November 30, 1998, and for the period since inception through November 30, 1998,
was (11.67)% and 12.76%, respectively. The cumulative total return for the
Investor Shares of the Fund since inception through November 30, 1998, without
deducting the maximum 3% sales load, was 55.03%.
The average annual total return for the Institutional Shares of the Fund for the
fiscal year ended November 30, 1998, and for the period from the inception of
the Institutional Shares of the Fund (January 27, 1995) through November 30,
1998, was (10.94)% and 15.74%, respectively. The cumulative total return for the
Institutional Shares of the Fund since inception through November 30, 1998, was
74.41%.
These performance quotations should not be considered as representative of the
Fund's performance for any specified period in the future.
The Fund's performance fluctuates on a daily basis largely because net earnings
and net asset value per share fluctuate daily. Both net earnings and net asset
value per share are factors in the computation of total return as described
above.
As indicated, from time to time the Fund may advertise its performance compared
to similar funds or portfolios using certain indices, reporting services, and
financial publications. These may include the following:
o Lipper Analytical Services, Inc., ranks funds in various fund categories
by making comparative calculations using total return. Total return
assumes the reinvestment of all capital gains distributions and income
dividends and takes into account any change in net asset value over a
specific period of time.
o Morningstar, Inc., an independent rating service, is the publisher of the
bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
NASDAQ-listed mutual funds of all types according to their risk-adjusted
returns. The maximum rating is five stars, and ratings are effective for
two weeks.
Investors may use such indices in addition to the Fund's Prospectus to obtain a
more complete view of the Fund's performance before investing. Of course, when
comparing the Fund's performance to any index, factors such as composition of
the index and prevailing market conditions should be considered in assessing the
significance of such comparisons. When comparing funds using reporting services,
or total return, investors should take into consideration any relevant
differences in funds such as permitted portfolio compositions and methods used
to value portfolio securities and to compute offering price. Advertisements and
other sales literature for the Fund may quote total returns that are calculated
on non-standardized base periods. The total returns represent the historic
change in the value of an investment in the Fund based on monthly reinvestment
of dividends over a specified period of time.
From time to time, the Fund may include in advertisements and other
communications charts and illustrations relating to inflation and the effects of
inflation on the dollar, including the purchasing power of the dollar at various
rates of inflation. The Fund may also disclose from time to time information
about its portfolio allocation and holdings at a particular date (including
ratings of securities assigned by independent rating services such as S&P and
Moody's). The Fund may also depict the historical performance of the securities
in which the Fund may invest over periods reflecting a variety of market or
economic conditions either alone or in comparison with alternative investments,
performance indices of those investments, or economic indicators. The Fund may
also include in advertisements and in materials furnished to present and
prospective shareholders statements or illustrations relating to the
appropriateness of types of securities and/or mutual funds that may be employed
to meet specific financial goals, such as saving for retirement, children's
education, or other future needs.
From time to time, the Fund may include in advertisements and other
communications information on the value of investing in mid-cap stocks,
including without limitation their performance over time, their characteristics,
and the case for mid-cap stock investing.
PORTFOLIO TRANSACTIONS
Subject to the general supervision of the Trust's Board of Trustees, the Advisor
is responsible for, makes decisions with respect to, and places orders for all
purchases and sales of portfolio securities for the Fund.
The annualized portfolio turnover rate for the Fund is calculated by dividing
the lesser of purchases or sales of portfolio securities for the reporting
period by the monthly average value of the portfolio securities owned during the
reporting period. The calculation excludes all securities whose maturities or
expiration dates at the time of acquisition are one year or less. Portfolio
turnover of the Fund may vary greatly from year to year as well as within a
particular year, and may be affected by cash requirements for redemption of
shares and by requirements that enable the Fund to receive favorable tax
treatment. Portfolio turnover will not be a limiting factor in making Fund
decisions, and the Fund may engage in short-term trading to achieve its
investment objectives.
Purchases of money market instruments by the Fund are made from dealers,
underwriters, and issuers. The Fund currently does not expect to incur any
brokerage commission expense on such transactions because money market
instruments are generally traded on a "net" basis by a dealer acting as
principal for its own account without a stated commission. The price of the
security, however, usually includes a profit to the dealer. Securities purchased
in underwritten offerings include a fixed amount of compensation to the
underwriter, generally referred to as the underwriter's concession or discount.
When securities are purchased directly from or sold directly to an issuer, no
commissions or discounts are paid.
Transactions on U.S. stock exchanges involve the payment of negotiated brokerage
commissions. On exchanges on which commissions are negotiated, the cost of
transactions may vary among different brokers. Transactions in the
over-the-counter market are generally on a net basis (i.e., without commission)
through dealers, or otherwise involve transactions directly with the issuer of
an instrument.
The Fund may participate, if and when practicable, in bidding for the purchase
of Fund securities directly from an issuer in order to take advantage of the
lower purchase price available to members of a bidding group. The Fund will
engage in this practice, however, only when the Advisor, in its sole discretion,
believes such practice to be otherwise in the Fund's interest.
In executing Fund transactions and selecting brokers or dealers, the Advisor
will seek to obtain the best overall terms available for the Fund. In assessing
the best overall terms available for any transaction, the Advisor shall consider
factors it deems relevant, including the breadth of the market in the security,
the price of the security, the financial condition and execution capability of
the broker or dealer, and the reasonableness of the commission, if any, both for
the specific transaction and on a continuing basis. The sale of Fund shares may
be considered when determining the firms that are to execute brokerage
transactions for the Fund. In addition, the Advisor is authorized to cause the
Fund to pay a broker-dealer which furnishes brokerage and research services a
higher commission than that which might be charged by another broker-dealer for
effecting the same transaction, provided that the Advisor determines in good
faith that such commission is reasonable in relation to the value of the
brokerage and research services provided by such broker-dealer, viewed in terms
of either the particular transaction or the overall responsibilities of the
Advisor to the Fund. Such brokerage and research services might consist of
reports and statistics relating to specific companies or industries; general
summaries of groups of stocks or bonds and their comparative earnings and
yields; or broad overviews of the stock, bond, and government securities
markets; and the economy.
Supplementary research information so received is in addition to, and not in
lieu of, services required to be performed by the Advisor and does not reduce
the advisory fees payable by the Fund. The Trustees will periodically review any
commissions paid by the Fund to consider whether the commissions paid over
representative periods of time appear to be reasonable in relation to the
benefits inuring to the Fund. It is possible that certain of the supplementary
research or other services received will primarily benefit one or more other
investment companies or other accounts for which investment discretion is
exercised by the Advisor. Conversely, the Fund may be the primary beneficiary of
the research or services received as a result of securities transactions
effected for such other account or investment company.
The Advisor may also utilize a brokerage firm affiliated with the Trust or the
Advisor (including the Distributor, an affiliate of the Advisor) if it believes
it can obtain the best execution of transactions from such broker. The Fund will
not execute portfolio transactions through, acquire securities issued by, make
savings deposits in, or enter into repurchase agreements with the Advisor or an
affiliated person of the Advisor (as such term is defined in the 1940 Act)
acting as principal, except to the extent permitted by the Securities and
Exchange Commission ("SEC"). In addition, the Fund will not purchase securities
during the existence of any underwriting or selling group relating thereto of
which the Advisor, or an affiliated person of the Advisor, is a member, except
to the extent permitted by the SEC. Under certain circumstances, the Fund may be
at a disadvantage because of these limitations in comparison with other
investment companies that have similar investment objectives but are not subject
to such limitations.
Investment decisions for the Fund will be made independently from those for any
other series of the Trust, if any, and for any other investment companies and
accounts advised or managed by the Advisor. Such other investment companies and
accounts may also invest in the same securities as the Fund. To the extent
permitted by law, the Advisor may aggregate the securities to be sold or
purchased for the Fund with those to be sold or purchased for other investment
companies or accounts in executing transactions. When a purchase or sale of the
same security is made at substantially the same time on behalf of the Fund and
another investment company or account, the transaction will be averaged as to
price and available investments allocated as to amount in a manner which the
Advisor believes to be equitable to the Fund and such other investment company
or account. In some instances, this investment procedure may adversely affect
the price paid or received by the Fund or the size of the position obtained or
sold by the Fund.
For the fiscal years and period ended November 30, 1998, 1997, and 1996, the
Fund paid brokerage commissions of $29,234, $16,311, and $14,523, respectively,
of which $29,234, $15,789, and $14,367, respectively, was paid during such
periods to the Distributor. For the fiscal year ended November 30, 1998,
transactions in which the Fund used the Distributor as broker involved 100% of
the aggregate dollar amount of transactions involving the payment of commissions
and 100% of the aggregate brokerage commissions paid by the Fund.
SPECIAL SHAREHOLDER SERVICES
The Fund offers the following shareholder services:
REGULAR ACCOUNT. The regular account allows for voluntary investments to be made
at any time. Available to individuals, custodians, corporations, trusts,
estates, corporate retirement plans, and others, investors are free to make
additions and withdrawals to or from their account as often as they wish. When
an investor makes an initial investment in the Fund, a shareholder account is
opened in accordance with the investor's registration instructions. Each time
there is a transaction in a shareholder account, such as an additional
investment or the reinvestment of a dividend or distribution, the shareholder
will receive a confirmation statement showing the current transaction and all
prior transactions in the shareholder account during the calendar year to date,
along with a summary of the status of the account as of the transaction date. As
stated in the Prospectus, share certificates are not issued.
AUTOMATIC INVESTMENT PLAN. The automatic investment plan enables shareholders to
make regular monthly or quarterly investments in shares through automatic
charges to their checking account. With shareholder authorization and bank
approval, the Administrator will automatically charge the checking account for
the amount specified ($100 minimum) which will be automatically invested in
shares at the public offering price on or about the 21st day of the month. The
shareholder may change the amount of the investment or discontinue the plan at
any time by writing to the Fund.
SYSTEMATIC WITHDRAWAL PLAN. Shareholders owning shares with a value of $10,000
or more for Investor Shares and $250,000 or more for Institutional Shares may
establish a Systematic Withdrawal Plan. A shareholder may receive monthly or
quarterly payments, in amounts of not less than $100 per payment, by authorizing
the Fund to redeem the necessary number of shares periodically (each month, or
quarterly in the months of March, June, September, and December) in order to
make the payments requested. The Fund has the capability of electronically
depositing the proceeds of the systematic withdrawal directly to the
shareholder's personal bank account ($5,000 minimum per bank wire). Instructions
for establishing this service are included in the Fund Shares Application,
enclosed in the Prospectus, or are available by calling the Fund. If the
shareholder prefers to receive his systematic withdrawal proceeds in cash, or if
such proceeds are less than the $5,000 minimum for a bank wire, checks will be
made payable to the designated recipient and mailed within seven days of the
valuation date. If the designated recipient is other than the registered
shareholder, the signature of each shareholder must be guaranteed on the
application (see "Signature Guarantees" in the Prospectus). A corporation (or
partnership) must also submit a "Corporate Resolution" (or "Certification of
Partnership") indicating the names, titles, and required number of signatures
authorized to act on its behalf. The application must be signed by a duly
authorized officer(s) and the corporate seal affixed. No redemption fees are
charged to shareholders under this plan. Costs in conjunction with the
administration of the plan are borne by the Fund. Shareholders should be aware
that such systematic withdrawals may deplete or use up entirely their initial
investment and may result in realized long-term or short-term capital gains or
losses. The Systematic Withdrawal Plan may be terminated at any time by the Fund
upon 60-days' written notice or by a shareholder upon written notice to the
Fund. Applications and further details may be obtained by calling the Fund at
1-888-626-3863 or by writing to:
Capital Management Mid-Cap Fund
c/o NC Shareholder Services
107 North Washington Street
Post Office Box 4365
Rocky Mount, North Carolina 27803-0365
PURCHASES IN KIND. The Fund may accept securities in lieu of cash in payment for
the purchase of shares in the Fund. The acceptance of such securities is at the
sole discretion of the Advisor based upon the suitability of the securities
accepted for inclusion as a long-term investment of the Fund, the marketability
of such securities, and other factors which the Advisor may deem appropriate. If
accepted, the securities will be valued using the same criteria and methods as
described in "How Net Asset Value is Determined" in the Prospectus.
REDEMPTIONS IN KIND. The Fund does not intend, under normal circumstances, to
redeem its securities by payment in kind. It is possible, however, that
conditions may arise in the future which would, in the opinion of the Trustees,
make it undesirable for the Fund to pay for all redemptions in cash. In such
case the Board of Trustees may authorize payment to be made in readily
marketable portfolio securities of the Fund. Securities delivered in payment of
redemptions would be valued at the same value assigned to them in computing the
net asset value per share. Shareholders receiving them would incur brokerage
costs when these securities are sold. An irrevocable election has been filed
under Rule 18f-1 of the 1940 Act, wherein the Fund committed itself to pay
redemptions in cash, rather than in kind, to any shareholder of record of the
Fund who redeems during any 90-day period, the lesser of (a) $250,000 or (b) one
percent (1%) of the Fund's net asset value at the beginning of such period.
TRANSFER OF REGISTRATION. To transfer shares to another owner, send a written
request to the Fund at the address shown above. Your request should include the
following: (1) the Fund name and existing account registration; (2) signature(s)
of the registered owner(s) exactly as the signature(s) appear(s) on the account
registration; (3) the new account registration, address, social security or
taxpayer identification number, and how dividends and capital gains are to be
distributed; (4) signature guarantees (See the Prospectus under the heading
"Signature Guarantees"); and (5) any additional documents which are required for
transfer by corporations, administrators, executors, trustees, guardians, etc.
If you have any questions about transferring shares, call or write the Fund.
PURCHASE OF SHARES
The purchase price of shares of the Fund is the net asset value next determined
after the order is received, plus a sales charge for the Investor Shares as more
fully described in the Prospectus for Investor Shares. The basis for determining
the sales charge applicable to a purchase of Investor Shares and how the sales
charge is distributed between the Distributor and other dealers is described in
the Prospectus for the Investor Shares under "How to Purchase Shares."
The Fund reserves the right in its sole discretion (i) to suspend the offering
of its shares, (ii) to reject purchase orders when in the judgment of management
such rejection is in the best interest of the Fund and its shareholders, and
(iii) to reduce or to waive the minimum for initial and subsequent investments
under circumstances where certain economies can be achieved in sales of Fund
shares.
EMPLOYEES AND AFFILIATES OF THE FUND. The Fund has adopted initial investment
minimums for the purpose of reducing the cost to the Fund (and consequently to
the shareholders) of communicating with and servicing its shareholders. In
keeping with this purpose, a reduced minimum initial investment of $1,000
applies to Trustees, officers, and employees of the Fund; the Advisor and
certain parties related thereto; including clients of the Advisor or any
sponsor, officer, committee member thereof, or the immediate family of any of
them. The Fund may also sell shares at net asset value without a sales charge to
such persons. In addition, accounts having the same mailing address may be
aggregated for purposes of the minimum investment if they consent in writing to
sharing a single mailing of shareholder reports, proxy statements (but each such
shareholder would receive his/her own proxy) and other Fund literature.
DEALERS. The Distributor, at its expense, may provide additional compensation in
addition to dealer discounts and brokerage commissions to dealers in connection
with sales of shares of the Fund. Compensation may include financial assistance
to dealers in connection with conferences, sales or training programs for their
employees, seminars for the public, advertising campaigns regarding the Fund,
and/or other dealer-sponsored special events. In some instances, this
compensation may be made available only to certain dealers whose representatives
have sold or are expected to sell a significant amount of such shares.
Compensation may include payment for travel expenses, including lodging,
incurred in connection with trips taken by invited registered representatives
and members of their families to locations within or outside of the United
States for meetings or seminars of a business nature. Dealers may not use sales
of the Fund shares to qualify for this compensation to the extent such may be
prohibited by the laws of any state or any self-regulatory agency, such as the
National Association of Securities Dealers, Inc. None of the aforementioned
compensation is paid for by the Fund or its shareholders.
REDUCED SALES CHARGES
Concurrent Purchases. For purposes of qualifying for a lower sales charge
for Investor Class shares, investors have the privilege of combining concurrent
purchases of the Fund and one or more future series of the Trust affiliated with
the Advisor and sold with a sales charge. For example, if a shareholder
concurrently purchases shares in one of the future series of the Trust
affiliated with the Advisor and sold with a sales charge at the total public
offering price of $250,000, and Investor Shares in the Fund at the total public
offering price of $250,000, the sales charge would be that applicable to a
$500,000 purchase as shown in the appropriate table above. This privilege may be
modified or eliminated at any time or from time to time by the Trust without
notice thereof.
Rights of Accumulation. Pursuant to the right of accumulation, investors
are permitted to purchase Investor Class shares at the public offering price
applicable to the total of (a) the total public offering price of the Investor
Shares of the Fund then being purchased plus (b) an amount equal to the then
current net asset value of the purchaser's combined holdings of the shares of
all of the series of the Trust affiliated with the Advisor and sold with a sales
charge. To receive the applicable public offering price pursuant to the right of
accumulation, investors must, at the time of purchase, provide sufficient
information to permit confirmation of qualification, and confirmation of the
purchase is subject to such verification. This right of accumulation may be
modified or eliminated at any time or from time to time by the Trust without
notice.
Letters of Intent. Investors may qualify for a lower sales charge for
Investor Class shares by executing a letter of intent. A letter of intent allows
an investor to purchase Investor Class shares of the Fund over a 13-month period
at reduced sales charges based on the total amount intended to be purchased plus
an amount equal to the then current net asset value of the purchaser's combined
holdings of the shares of all of the series of the Trust affiliated with the
Advisor and sold with a sales charge. Thus, a letter of intent permits an
investor to establish a total investment goal to be achieved by any number of
purchases over a 13-month period. Each investment made during the period
receives the reduced sales charge applicable to the total amount of the intended
investment.
The letter of intent does not obligate the investor to purchase, or the Fund to
sell, the indicated amount. If such amount is not invested within the period,
the investor must pay the difference between the sales charge applicable to the
purchases made and the charges previously paid. If such difference is not paid
by the investor, the Distributor is authorized by the investor to liquidate a
sufficient number of shares held by the investor to pay the amount due. On the
initial purchase of shares, if required (or subsequent purchases, if necessary)
shares equal to at least five percent of the amount indicated in the letter of
intent will be held in escrow during the 13-month period (while remaining
registered in the name of the investor) for this purpose. The value of any
shares redeemed or otherwise disposed of by the investor prior to termination or
completion of the letter of intent will be deducted from the total purchases
made under such letter of intent.
A 90-day backdating period can be used to include earlier purchases at the
investor's cost (without a retroactive downward adjustment of the sales charge);
the 13-month period would then begin on the date of the first purchase during
the 90-day period. No retroactive adjustment will be made if purchases exceed
the amount indicated in the letter of intent. Investors must notify the
Administrator or the Distributor whenever a purchase is being made pursuant to a
letter of intent.
Investors electing to purchase shares pursuant to a letter of intent should
carefully read the letter of intent, which is included in the Fund Shares
Application accompanying this Prospectus or is otherwise available from the
Administrator or the Distributor. This letter of intent option may be modified
or eliminated at any time or from time to time by the Trust without notice.
Reinvestments. Investors may reinvest, without a sales charge, proceeds
from a redemption of Investor Shares in Investor Shares or in shares of another
series of the Trust affiliated with the Advisor and sold with a sales charge,
within 90 days after the redemption. If the other Class or Fund charges a sales
charge higher than the sales charge the investor paid in connection with the
shares redeemed, the investor must pay the difference. In addition, the shares
of the Class or Fund to be acquired must be registered for sale in the
investor's state of residence. The amount that may be so reinvested may not
exceed the amount of the redemption proceeds, and a written order for the
purchase of such shares must be received by the Fund or the Distributor within
90 days after the effective date of the redemption.
If an investor realizes a gain on the redemption, the reinvestment will not
affect the amount of any federal capital gains tax payable on the gain. If an
investor realizes a loss on the redemption, the reinvestment may cause some or
all of the loss to be disallowed as a tax deduction, depending on the number of
shares purchased by reinvestment and the period of time that has elapsed after
the redemption, although for tax purposes, the amount disallowed is added to the
cost of the shares acquired upon the reinvestment.
Purchases by Related Parties and Groups. Reductions in sales charges apply
to purchases by a single "person," including an individual, members of a family
unit, consisting of a husband, wife and children under the age of 21 purchasing
securities for their own account, or a trustee or other fiduciary purchasing for
a single fiduciary account or single trust estate.
Reductions in sales charges also apply to purchases by individual members of a
"qualified group." The reductions are based on the aggregate dollar value of
shares purchased by all members of the qualified group and still owned by the
group plus the shares currently being purchased. For purposes of this paragraph,
a qualified group consists of a "company," as defined in the 1940 Act, which has
been in existence for more than six months and which has a primary purpose other
than acquiring shares of the Fund at a reduced sales charge, and the "related
parties" of such company. For purposes of this paragraph, a "related party" of a
company is: (i) any individual or other company who directly or indirectly owns,
controls, or has the power to vote five percent or more of the outstanding
voting securities of such company; (ii) any other company of which such company
directly or indirectly owns, controls, or has the power to vote five percent of
more of its outstanding voting securities; (iii) any other company under common
control with such company; (iv) any executive officer, director or partner of
such company or of a related party; and (v) any partnership of which such
company is a partner.
Exchange Feature. Investors may exchange shares of the Fund for shares of any
other comparable series of the Trust. Shares of the Fund may be exchanged at the
net asset value plus the percentage difference between that series' sales charge
and any sales charge previously paid in connection with the shares being
exchanged. For example, if a 2% sales charge was paid on shares that are
exchanged into a series with a 3% sales charge, there would be an additional
sales charge of 1% on the exchange. Exchanges may only be made by investors in
states where shares of the other series are qualified for sale. An investor may
direct the Fund to exchange his shares by writing to the Fund at its principal
office. The request must be signed exactly as the investor's name appears on the
account, and it must also provide the account number, number of shares to be
exchanged, the name of the series to which the exchange will take place and a
statement as to whether the exchange is a full or partial redemption of existing
shares. Notwithstanding the foregoing, exchanges of shares may only be within
the same class or type of class of shares involved. For example, Investor Shares
may not be exchanged for Institutional Shares.
A pattern of frequent exchange transactions may be deemed by the Advisor to be
an abusive practice that is not in the best interests of the shareholders of the
Fund. Such a pattern may, at the discretion of the Advisor, be limited by the
Fund's refusal to accept further purchase and/or exchange orders from an
investor, after providing the investor with 60 days prior notice. The Board of
Trustees of the Trust also reserves the right to suspend or terminate, or amend
the terms of, the exchange privilege upon 60 days written notice to the
shareholders.
REDEMPTION OF SHARES
The Fund may suspend redemption privileges or postpone the date of payment (i)
during any period that the New York Stock Exchange (the "NYSE") is closed for
other than customary weekend and holiday closings, or that trading on the NYSE
is restricted as determined by the Securities and Exchange Commission (the
"Commission"); (ii) during any period when an emergency exists as defined by the
rules of the Commission as a result of which it is not reasonably practicable
for the Fund to dispose of securities owned by it, or to determine fairly the
value of its assets; and (iii) for such other periods as the Commission may
permit. The Fund may also suspend or postpone the recordation of the transfer of
shares upon the occurrence of any of the foregoing conditions. Any redemption
may be more or less than the shareholder's cost depending on the market value of
the securities held by the Fund. No charge is made by the Fund for redemptions
other than the possible charge for wiring redemption proceeds.
In addition to the situations described in the Prospectus under "How to Redeem
Shares," the Fund may redeem shares involuntarily to reimburse the Fund for any
loss sustained by reason of the failure of a shareholder to make full payment
for shares purchased by the shareholder or to collect any charge relating to a
transaction effected for the benefit of a shareholder which is applicable to
Fund shares as provided in the Prospectus from time to time.
NET ASSET VALUE
The net asset value per share of each Class of Shares of the Fund normally is
determined at the time regular trading closes on the NYSE (currently 4:00 p.m.,
New York time, Monday through Friday), except on business holidays when the NYSE
is closed. The NYSE recognizes the following holidays: New Year's Day, Martin
Luther King, Jr. Day, President's Day, Good Friday, Memorial Day, Fourth of
July, Labor Day, Thanksgiving Day, and Christmas Day. Any other holiday
recognized by the NYSE will be considered a business holiday on which the net
asset value of each Class of Shares of the Fund will not be calculated.
The net asset value per share of each Class of the Fund is calculated separately
by adding the value of the Fund's securities and other assets belonging to the
Fund and attributable to that Class, subtracting the liabilities charged to the
Fund and to that Class, and dividing the result by the number of outstanding
shares of such Class. "Assets belonging to" the Fund consist of the
consideration received upon the issuance of shares of the Fund together with all
net investment income; realized gains/losses and proceeds derived from the
investment thereof, including any proceeds from the sale of such investments;
any funds or payments derived from any reinvestment of such proceeds; and a
portion of any general assets of the Trust not belonging to a particular
investment Fund. Income, realized and unrealized capital gains and losses, and
any expenses of the Fund not allocated to a particular Class of the Fund will be
allocated to each Class of the Fund on the basis of the net asset value of that
Class in relation to the net asset value of the Fund. Assets belonging to the
Fund are charged with the direct liabilities of the Fund and with a share of the
general liabilities of the Trust, which are normally allocated in proportion to
the number of or the relative net asset values of all of the Trust's series at
the time of allocation or in accordance with other allocation methods approved
by the Board of Trustees. Certain expenses attributable to a particular Class of
shares (such as the distribution and service fees attributable to Investor
Shares) will be charged against that Class of shares. Certain other expenses
attributable to a particular Class of shares (such as registration fees,
professional fees, and certain printing and postage expenses) may be charged
against that Class of shares if such expenses are actually incurred in a
different amount by that Class, or if the Class receives services of a different
kind or to a different degree than other Classes, and the Board of Trustees
approves such allocation. Subject to the provisions of the Declaration of Trust,
determinations by the Board of Trustees as to the direct and allocable
liabilities, and the allocable portion of any general assets, with respect to
the Fund and the Classes of the Fund are conclusive.
In valuing the Fund's total assets, portfolio securities are generally valued at
their market value. Instruments with maturities of sixty days or less are valued
at amortized costs, which approximates market value. Securities and assets for
which representative market quotations are not readily available are valued at
fair value as determined in good faith under policies approved by the Trustees.
ADDITIONAL TAX INFORMATION
The following summarizes certain additional tax considerations generally
affecting the Fund and its shareholders that are not described in the
Prospectus. No attempt is made to present a detailed explanation of the tax
treatment of the Fund or its shareholders. The discussion here and in the
Prospectus is not intended as a substitute for careful tax planning and is based
on tax laws and regulations that are in effect on the date hereof; such laws and
regulations may be changed by legislative, judicial, or administrative action.
Investors are advised to consult their tax advisors with specific reference to
their own tax situations.
The Fund, and any other series of the Trust, will be treated as a separate
corporate entity under the Internal Revenue Code. The Fund intends to qualify
and to remain qualified as a regulated investment company. To so qualify, the
Fund must elect to be a regulated investment company or have made such an
election for a previous year and must satisfy, in addition to the distribution
requirement described in the Prospectus, certain requirements with respect to
the source of its income for a taxable year. At least 90% of the gross income of
the Fund must be derived from dividends; interest; payments with respect to
securities loans, gains from the sale or other disposition of stocks,
securities, or foreign currencies; and other income derived with respect to the
Fund's business of investing in such stock, securities, or currencies. Any
income derived by the Fund from a partnership or trust is treated as derived
with respect to the Fund's business of investing in stock, securities, or
currencies only to the extent that such income is attributable to items of
income that would have been qualifying income if realized by the Fund in the
same manner as by the partnership or trust.
An investment company may not qualify as a regulated investment company for any
taxable year unless it satisfies certain requirements with respect to the
diversification of its investments at the close of each quarter of the taxable
year. In general, at least 50% of the value of its total assets must be
represented by cash, cash items, government securities, securities of other
regulated investment companies, and other securities which, with respect to any
one issuer, do not represent more than 5% of the total assets of the investment
company nor more than 10% of the outstanding voting securities of such issuer.
In addition, not more than 25% of the value of the investment company's total
assets may be invested in the securities (other than government securities or
the securities of other regulated investment companies) of any one issuer. The
Fund intends to satisfy all requirements on an ongoing basis for continued
qualification as a regulated investment company.
The Fund will designate any distribution of long-term capital gains as a capital
gain dividend in a written notice mailed to shareholders within 60 days after
the close of the Fund's taxable year. Shareholders should note that upon the
sale or exchange of Fund shares, if the shareholder has not held such shares for
at least six months, any loss on the sale or exchange of those shares will be
treated as long-term capital loss to the extent of the capital gain dividends
received with respect to the shares.
A 4% nondeductible excise tax is imposed on regulated investment companies that
fail to distribute currently an amount equal to specified percentages of their
ordinary taxable income and capital gain net income (excess of capital gains
over capital losses). The Fund intends to make sufficient distributions or
deemed distributions of its ordinary taxable income and any capital gain net
income prior to the end of each calendar year to avoid liability for this excise
tax.
If for any taxable year the Fund does not qualify for the special federal income
tax treatment afforded regulated investment companies, all of its taxable income
will be subject to federal income tax at regular corporate rates (without any
deduction for distributions to its shareholders). In such event, dividend
distributions (whether or not derived from interest on tax-exempt securities)
would be taxable as ordinary income to shareholders to the extent of the Fund's
current and accumulated earnings and profits.
The Fund will be required in certain cases to withhold and remit to the U.S.
Treasury 31% of taxable dividends or 31% of gross proceeds realized upon sale
paid to shareholders who have failed to provide a correct tax identification
number in the manner required, or who are subject to withholding by the Internal
Revenue Service for failure to include properly on their return payments of
taxable interest or dividends, or who have failed to certify to the Fund that
they are not subject to backup withholding when required to do so, or that they
are "exempt recipients."
Depending upon the extent of the Fund's activities in states and localities in
which its offices are maintained, in which its agents or independent contractors
are located, or in which it is otherwise deemed to be conducting business, the
Fund may be subject to the tax laws of such states or localities. In addition,
in those states and localities that have income tax laws, the treatment of the
Fund and its shareholders under such laws may differ from their treatment under
federal income tax laws.
Dividends paid by the Fund derived from net investment income or net short-term
capital gains are taxable to shareholders as ordinary income, whether received
in cash or reinvested in additional shares. Long-term capital gains
distributions, if any, are taxable as long-term capital gains, whether received
in cash or reinvested in additional shares, regardless of how long Fund shares
have been held.
Under current tax law, certain types of expenses incurred by the Fund must be
proportionately allocated as additional income to shareholders. As a result, the
amounts reportable by the Fund as taxable income, if any, may exceed the
dividends actually paid. Such proportionate allocation of Fund expenses, if any,
will be identified when tax information is distributed by the Fund. The Fund
will send shareholders information each year on the tax status of dividends and
disbursements. A dividend or capital gains distribution paid shortly after
shares have been purchased, although in effect a return of investment, is
subject to federal income taxation. Dividends from net investment income, along
with capital gains, will be taxable to shareholders, whether received in cash or
shares and no matter how long you have held Fund shares, even if they reduce the
net asset value of shares below your cost and thus, in effect, result in a
return of a part of your investment.
CAPITAL SHARES AND VOTING
The Trust's Declaration of Trust authorizes the issuance of shares in two or
more series. Currently, the Trust consists of three series: the Capital
Management Mid-Cap Fund, the Capital Management Small-Cap Fund, and the Capital
Management Energy Fund. These shares are divided into two Classes
("Institutional Shares" and "Investor Shares") as described in the Prospectuses.
Shares of the Fund, when issued, are fully paid and non-assessable and have no
preemptive or conversion rights. Shareholders are entitled to one vote for each
full share and a fractional vote for each fractional share held. Shares have
non-cumulative voting rights, which means that the holders of more than 50% of
the shares voting for the election of Trustees can elect 100% of the Trustees,
and in this event, the holders of the remaining shares voting will not be able
to elect any Trustees. The Trustees will hold office indefinitely, except that:
(1) any Trustee may resign or retire; and (2) any Trustee may be removed: (a)
any time by written instrument signed by at least two-thirds of the number of
Trustees prior to such removal; (b) at any meeting of shareholders of the Trust
by a vote of two-thirds of the outstanding shares of the Trust; or (c) by a
written declaration signed by shareholders holding not less than two-thirds of
the outstanding shares of the Trust and filed with the Trust's custodian.
Shareholders have certain rights, as set forth in the Declaration of Trust,
including the right to call a meeting of the shareholders. Shareholders holding
not less than 10% of the shares then outstanding may require the Trustees to
call a meeting, and the Trustees are obligated to provide certain assistance to
shareholders desiring to communicate with other shareholders in such regard
(e.g., providing access to shareholder lists, etc.). In case a vacancy or an
anticipated vacancy on the Board of Trustees shall for any reason exist, the
vacancy shall be filled by the affirmative vote of a majority of the remaining
Trustees, subject to certain restrictions under the 1940 Act. Otherwise, there
will normally be no meeting of shareholders for the purpose of electing
Trustees, and the Trust does not expect to have an annual meeting of
shareholders.
<PAGE>
APPENDIX A
DESCRIPTION OF RATINGS
The Fund will normally be at least 90% invested in equities. As a temporary
defensive position, however, when the Advisor determines that market conditions
warrant such investments, the Fund may invest up to 100% of its assets in
investment grade bonds, U.S. Government Securities, repurchase agreements, or
money market instruments ("Investment-Grade Debt Securities"). When the Fund
invests in Investment-Grade Debt Securities as a temporary defensive measure, it
is not pursuing its investment objective. Under normal circumstances, however,
the Fund may invest in money market instruments. The various ratings used by the
nationally recognized securities rating services are described below.
A rating by a rating service represents the service's opinion as to the credit
quality of the security being rated. However, the ratings are general and are
not absolute standards of quality or guarantees as to the creditworthiness of an
issuer. Consequently, the Advisor believes that the quality of fixed-income
securities in which the Fund may invest should be continuously reviewed and that
individual analysts give different weightings to the various factors involved in
credit analysis. A rating is not a recommendation to purchase, sell, or hold a
security because it does not take into account market value or suitability for a
particular investor. When a security has received a rating from more than one
service, each rating is evaluated independently. Ratings are based on current
information furnished by the issuer or obtained by the rating services from
other sources that they consider reliable. Ratings may be changed, suspended, or
withdrawn as a result of changes in or unavailability of such information, or
for other reasons.
Standard & Poor's Ratings Services. The following summarizes the highest four
ratings used by Standard & Poor's Ratings Services ("S&P") for bonds which are
deemed to be "Investment-Grade Debt Securities" by the Advisor:
AAA - This is the highest rating assigned by S&P to a debt obligation and
indicates an extremely strong capacity of the obligor to meet its
financial commitment on the obligation.
AA - Debt rated AA differs from AAA issues only in a small degree. The
obligor's capacity to meet its financial commitment on the obligation is
very strong.
A - Debt rated A is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in
higher-rated categories. However, the obligor's capacity to meet its
financial commitment on the obligation is still strong.
BBB - Debt rated BBB exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to
lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.
To provide more detailed indications of credit quality, the AA, A and BBB
ratings may be modified by the addition of a plus or minus sign to show relative
standing within these major rating categories.
Bonds rated BB, B, CCC, CC and C are not considered by the Advisor to be
"Investment-Grade Debt Securities" and are regarded, on balance, as having
significant speculative characteristics with respect to the obligor's capacity
to meet its financial commitment on the obligation. BB indicates the lowest
degree of speculation and C the highest degree of speculation. While such bonds
may have some quality and protective characteristics, these may be outweighed by
large uncertainties or major risk exposures to adverse conditions.
Commercial paper rated A-1 by S&P indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely strong
safety characteristics are denoted A-1+. Capacity for timely payment on
commercial paper rated A-2 is satisfactory, but the relative degree of safety is
not as high as for issues designated A-1.
The rating SP-1 is the highest rating assigned by S&P to short term notes and
indicates strong capacity to pay principal and interest. An issue determined to
possess a very strong capacity to pay debt service is given a plus (+)
designation. The rating SP-2 indicates a satisfactory capacity to pay principal
and interest, with some vulnerability to adverse financial and economic changes
over the term of the notes.
Moody's Investors Service, Inc. The following summarizes the highest four
ratings used by Moody's Investors Service, Inc. ("Moody's") for bonds which are
deemed to be "Investment-Grade Debt Securities" by the Advisor:
Aaa - Bonds that are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred
to as "gilt edge." Interest payments are protected by a large or an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.
Aa - Bonds that are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there
may be other elements present which make the long-term risks appear
somewhat larger than in Aaa securities.
A - Debt which is rated A possesses many favorable investment attributes
and is to be considered as an upper medium grade obligation. Factors
giving security to principal and interest are considered adequate but
elements may be present which suggest a susceptibility to impairment
sometime in the future.
Baa - Debt which is rated Baa is considered as a medium grade obligation,
i.e., it is neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such debt lacks outstanding
investment characteristics and in fact has speculative characteristics as
well.
Moody's applies numerical modifiers (l, 2 and 3) with respect to bonds rated Aa,
A and Baa. The modifier 1 indicates that the bond being rated ranks in the
higher end of its generic rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates that the bond ranks in the lower end of
its generic rating category. Bonds which are rated Ba, B, Caa, Ca or C by
Moody's are not considered "Investment-Grade Debt Securities" by the Advisor.
Bonds rated Ba are judged to have speculative elements because their future
cannot be considered as well assured. Uncertainty of position characterizes
bonds in this class, because the protection of interest and principal payments
often may be very moderate and not well safeguarded.
Bonds which are rated B generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the security over any long period for time may be small. Bonds
which are rated Caa are of poor standing. Such securities may be in default or
there may be present elements of danger with respect to principal or interest.
Bonds which are rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.
Bonds which are rated C are the lowest rated class of bonds and issues so rated
can be regarded as having extremely poor prospects of ever attaining any real
investment standing.
The rating Prime-1 is the highest commercial paper rating assigned by Moody's.
Issuers rated Prime-1 (or supporting institutions) are considered to have a
superior ability for repayment of short-term promissory obligations. Prime-1
repayment ability will often be evidenced by many of the following
characteristics: leading market positions in well-established industries; high
rates of return on funds employed; conservative capitalization structures with
moderate reliance on debt and ample asset protection; broad margins in earning
coverage of fixed financial charges and high internal cash generation; and well
established access to a range of financial markets and assured sources of
alternative liquidity. Issuers rated Prime-2 (or supporting institutions) are
considered to have a strong ability for repayment of short-term promissory
obligations. This will normally be evidenced by many of the characteristics of
issuers rated Prime-1 but to a lesser degree. Earnings' trends and coverage
ratios, while sound, will be more subject to variation. Capitalization
characteristics, while still appropriated may be more affected by external
conditions. Ample alternate liquidity is maintained.
The following summarizes the two highest ratings used by Moody's for short-term
notes and variable rate demand obligations:
MIG-l; VMIG-l - Obligations bearing these designations are of the best
quality, enjoying strong protection by established cash flows, superior
liquidity support or demonstrated broad-based access to the market for
refinancing.
MIG-2; VMIG-2 - Obligations bearing these designations are of a high
quality with ample margins of protection.
Duff & Phelps Credit Rating Co. The following summarizes the highest four
ratings used by Duff & Phelps Credit Rating Co. ("D&P") for bonds which are
deemed to be "Investment-Grade Debt Securities" by the Advisor:
AAA - Bonds that are rated AAA are of the highest credit quality. The
risk factors are considered to be negligible, being only slightly more
than for risk-free U.S. Treasury debt.
AA - Bonds that are rated AA are of high credit quality. Protection
factors are strong. Risk is modest but may vary slightly from time to
time because of economic conditions.
A - Bonds rated A have average but adequate protection factors. The risk
factors are more variable and greater in periods of economic stress.
BBB - Bonds rated BBB have below-average protection factors but are still
considered sufficient for prudent investment. There is considerable
variability in risk during economic cycles.
Bonds rated BB, B and CCC by D&P are not considered "Investment-Grade Debt
Securities" and are regarded, on balance, as predominantly speculative with
respect to the issuer's ability to pay interest and make principal payments in
accordance with the terms of the obligations. BB indicates the lowest degree of
speculation and CCC the highest degree of speculation.
The rating Duff l is the highest rating assigned by D&P for short-term debt,
including commercial paper. D&P employs three designations, Duff l+, Duff 1 and
Duff 1- within the highest rating category. Duff l+ indicates highest certainty
of timely payment. Short-term liquidity, including internal operating factors
and/or access to alternative sources of funds, is judged to be "outstanding, and
safety is just below risk-free U.S. Treasury short-term obligations." Duff 1
indicates very high certainty of timely payment. Liquidity factors are excellent
and supported by good fundamental protection factors. Risk factors are
considered to be minor. Duff 1- indicates high certainty of timely payment.
Liquidity factors are strong and supported by good fundamental protection
factors. Risk factors are very small.
Fitch Investors Service, Inc. The following summarizes the highest four ratings
used by Fitch Investors Service, Inc. ("Fitch") for bonds which are deemed to be
"Investment-Grade Debt Securities" by the Advisor:
AAA - Bonds are considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong ability to pay
interest and repay principal, which is unlikely to be affected by
reasonably foreseeable events.
AA - Bonds are considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated AAA. Because
bonds rated in the AAA and AA categories are not significantly vulnerable
to foreseeable future developments, short-term debt of these issuers is
generally rated F-1+.
A - Bonds that are rated A are considered to be investment grade and of
high credit quality. The obligor's ability to pay interest and repay
principal is considered to be strong, but may be more vulnerable to
adverse changes in economic conditions and circumstances than bonds with
higher ratings.
BBB - Bonds rated BBB are considered to be investment grade and of
satisfactory credit quality. The obligor's ability to pay interest and
repay principal is considered to be adequate. Adverse changes in economic
conditions and circumstances, however, are more likely to have adverse
impact on these bonds, and therefore impair timely payment. The
likelihood that the ratings of these bonds will fall below investment
grade is higher than for bonds with higher ratings.
To provide more detailed indications of credit quality, the AA, A and BBB
ratings may be modified by the addition of a plus or minus sign to show relative
standing within a rating category. A "ratings outlook" is used to describe the
most likely direction of any rating change over the intermediate term. It is
described as "Positive" or "Negative". The absence of a designation indicates a
stable outlook.
Bonds rated BB, B and CCC by Fitch are not considered "Investment-Grade Debt
Securities" and are regarded, on balance, as predominantly speculative with
respect to the issuer's ability to pay interest and make principal payments in
accordance with the terms of the obligations. BB indicates the lowest degree of
speculation and CCC the highest degree of speculation.
The following summarizes the two highest ratings used by Fitch for short-term
notes, municipal notes, variable rate demand instruments and commercial paper:
F-1+ - Instruments assigned this rating are regarded as having the
strongest degree of assurance for timely payment.
F-1 - Instruments assigned this rating reflect an assurance of timely
payment only slightly less in degree than issues rated F-1+.
The term symbol "LOC" indicates that the rating is based on a letter of credit
issued by a commercial bank.
<PAGE>
Capital Management Associates
Incorporated
140 Broadway New York, N.Y. 10005
tel: (212) 320 2000
fax: (212) 320 2040
Investment Advisors
Dear Fellow Shareholders,
The year just ended has been the second most interesting in my
thirty-year investment career, the other being 1972. Not since the mid 1970s
have recent world events been so extraordinary. In no particular order these
would include:
1. Impeachment 8. European monetary union
2. Iraq bombing 9. Deflation
3. Russian crisis 10. Record long expansion
4. Japan crisis 11. Record low inflation
5. Asian crisis 12. Record bull market
6. Weather problems 13. Internet stocks.
7. Year 2000
And, as the results of your fund indicate, the financial markets,
particularly small- and mid-cap stocks, have not been immune to the tugs and
pulls of these different influences as 1998 unfolded.
At the end of the third quarter the S&P 500 index had declined -14.3%
from its peak, but by equal-weighting this index, which removes the impact of a
few very large companies, the average decline was -26.6%. For the broader market
of 6,452 stocks, the average decline was far larger at -35%. These are declines
which are equivalent to the famed crash of 1987. Then, in early October the
Federal Reserve began to lower short-term interest rates, and the stock market
exploded. The Dow Jones Industrial Average surged 23% in just thirty-seven days,
a feat accomplished just four times in the past thirty years.
These prior surges were all in financial crisis economic environments
similar to the present: weakening global activity, declining corporate profits,
Federal Reserve easing, accelerating money growth, and slowing inflation. The
years were 1975, 1982, 1986, and 1991, and the stock market continued to move up
over the next few months after the initial burst. The point is that economic and
market dislocations create opportunities, and today, investors are being
presented with record-setting bargains in the mid- and small-cap sectors of the
U.S. stock market.
We at Capital Management Associates think there is sufficient evidence
to remain bullish on the future investment potential for mid-cap companies. The
recent market recovery, while extraordinary by every measure, only recoups the
losses inflicted on the group during the six-month hazing of mid-cap investors
leading up to the early October meltdown. For the year dedicated mid-cap stock
portfolios still remain under the breakeven waterline. Yet, many mid-cap
companies derive their earnings largely from the U.S. and are less exposed to
problems overseas than the larger, multinational giants such as Coca-Cola, and
despite the strong gains over the past two months, valuations for mid-cap stocks
are still close to their historical lows.
<PAGE>
Effectively, the prior period of underperformance reduced valuations to
a multi-decade low, and the recent rally, no matter how powerful, cannot easily
repair such damage. Simply put, now is not the time to abandon this market
segment. Stay the course and think about taking advantage of this opportunity by
increasing exposure. We expect 1999 to be a good year for the mid-cap investor.
Your continued support is appreciated, and we look forward to serving
you in the coming investment year.
C. Lennis Koontz, II, C.F.A.
President
December 31, 1998
<PAGE>
CAPITAL MANAGEMENT MID-CAP FUND
INSTITUTIONAL SHARES
Performance Update - $250,000 Investment
For the period from January 27, 1995 to November 30, 1998
Lipper
Capital
Institutional S&P 400 MID CAP Russell 2500 Appreciation
Shares Index Index Index
1/27/95 250,000.00 250,000.00 250,000.00 250,000.00
2/28/95 260,950.00 262,369.00 262,480.00 258,453.75
5/31/95 280,704.00 278,878.00 279,504.00 276,617.00
8/31/95 304,612.25 310,987.00 315,156.00 310,605.75
11/30/95 307,510.75 323,827.00 324,294.00 324,000.00
2/29/96 313,390.75 338,624.00 342,173.00 340,828.00
5/31/96 338,926.00 357,925.00 375,203.00 369,406.75
8/31/96 332,124.50 347,749.00 356,438.00 348,052.75
11/30/96 367,685.00 384,443.00 387,294.00 379,306.50
2/28/97 375,531.00 396,031.00 397,455.00 378,294.00
5/31/97 414,220.00 423,012.00 419,630.00 395,891.00
8/31/97 474,283.00 477,328.00 468,817.00 434,883.00
30-Nov-97 492,411.00 489,952.00 479,159.00 443,105.00
28-Feb-98 526,789.00 540,574.00 515,674.00 484,314.00
31-May-98 511,976.00 549,380.00 515,243.00 495,453.00
31-Aug-98 384,830.00 432,544.00 389,794.00 415,338.00
30-Nov-98 438,528.00 540,789.00 462,105.00 494,599.00
This graph depicts the performance of the Capital Management Mid-Cap Fund
Institutional Shares versus the S&P 400 Midcap Index, the Lipper Capital
Appreciation Index, and the Russell 2500 Index. It is important to note that the
Capital Management Mid-Cap 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.
Average Annual Total Return
- -------------------------------------------------------
One Year Three Years Since Inception
- -------------------------------------------------------
(10.94)% 12.56% 15.74%
- -------------------------------------------------------
The graph assumes an initial $250,000 investment at January 27, 1995. All
dividends and distributions are reinvested.
At November 30, 1998, the value of the Institutional Shares would have grown to
$438,528 - total investment return of 74.41% since January 27, 1995.
At November 30, 1998, a similar investment in the S&P 400 Midcap Index would
have been worth $540,789 - total investment return of 116.32% since January 27,
1995; a similar investment in the Lipper Capital Appreciation Index would have
been worth $494,599 - total investment return of 97.84%; and a similar
investment in the Russell 2500 Index would have been worth $462,105 - total
investment return of 84.84%.
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.
<PAGE>
CAPITAL MANAGEMENT MID-CAP FUND
INVESTOR SHARES
Performance Update - $10,000 Investment
For the period from April 7, 1995 to November 30, 1998
Lipper
Capital
Institutional S&P 400 MID CAP Russell 2500 Appreciation
Shares Index Index Index
4/7/95 10,000.00 10,000.00 10,000.00 10,000.00
5/31/95 9,825.00 10,433.00 10,350.00 10,408.00
8/31/95 10,619.00 11,635.00 11,671.00 11,687.00
11/30/95 10,693.00 12,115.00 12,009.00 12,191.00
2/29/96 10,878.00 12,669.00 12,671.00 12,824.00
5/31/96 11,750.00 13,391.00 13,894.00 13,899.00
8/31/96 11,541.00 13,010.00 13,199.00 13,096.00
11/30/96 12,790.00 14,383.00 14,342.00 14,272.00
2/28/97 13,063.00 14,816.00 14,718.00 14,234.00
5/31/97 14,393.00 15,826.00 15,540.00 14,896.00
8/31/97 16,440.00 17,858.00 17,361.00 16,363.00
11/30/97 17,025.00 18,330.00 17,744.00 16,672.00
28-Feb-98 18,173.00 20,224.00 19,096.00 18,223.00
31-May-98 17,634.00 20,553.00 19,080.00 18,642.00
31-Aug-98 13,228.00 16,182.00 14,435.00 15,627.00
30-Nov-98 15,038.00 20,232.00 17,112.00 18,610.00
This graph depicts the performance of the Capital Management Mid-Cap Fund
Investor Shares versus the S&P 400 Midcap Index, the Lipper Capital Appreciation
Index, and the Russell 2500 Index. It is important to note that the Capital
Management Mid-Cap 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.
Average Annual Total Return
- --------------------------------------------------------------------------------
One Year Three Years Since Inception
- --------------------------------------------------------------------------------
No Sales Load (11.67)% 12.04% 12.76%
- --------------------------------------------------------------------------------
Maximum 3.0% Sales Load (14.32)% 10.91% 11.82%
- --------------------------------------------------------------------------------
The graph assumes an initial $10,000 investment at April 7, 1995. All dividends
and distributions are reinvested.
At November 30, 1998, the value of the Investor Shares would have grown to
$15,038 - total investment return of 50.38% since April 7, 1995. Without the
deduction of the 3% maximum sales load, the value of the Investor Shares would
have grown to $15,503 - total investment return of 55.03% since April 7, 1995.
The sales load may be reduced or eliminated for larger purchases.
At November 30, 1998, a similar investment in the S&P 400 Midcap Index would
have been worth $20,232 - total investment return of 102.32% since April 7,
1995; a similar investment in the Lipper Capital Appreciation Index would have
grown to $18,610 - total investment return of 86.10%; and a similar investment
in the Russell 2500 Index would have grown to $17,112 - total investment return
of 71.12%.
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.
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
CAPITAL MANAGEMENT MID-CAP FUND
PORTFOLIO OF INVESTMENTS
November 30, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
Value
Shares (note 1)
- ------------------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS - 85.81%
Advertising - 4.42%
(a) Outdoor Systems, Inc. .................................................. 10,950 $295,650
--------
Airlines - 2.73%
Southwest Airlines Co. ................................................. 8,500 182,750
--------
Chemicals - 2.69%
M. A. Hanna Company .................................................... 12,800 180,000
--------
Commercial Services - 5.65%
Deluxe Corporation ..................................................... 5,500 191,125
National Data Corporation .............................................. 5,000 186,875
--------
378,000
--------
Computer Software & Services - 11.04%
(a) BMC Software, Inc. ..................................................... 2,000 102,125
(a) Comverse Technology, Inc. .............................................. 3,500 201,250
(a) Legato Systems, Inc. ................................................... 3,900 186,469
(a) Network Associates, Inc. ............................................... 2,000 101,750
(a) Peregrine Systems, Inc. ................................................ 4,000 147,750
--------
739,344
--------
Diversified Operations - 3.54%
(a) Blyth Industries, Inc. ................................................. 7,000 237,125
--------
Electronics - Semiconductor - 6.75%
(a) Applied Materials, Inc. ................................................ 1,500 58,125
Helix Technology Corporation ........................................... 11,000 134,750
(a) KLA-Tencor Corporation ................................................. 2,500 85,156
(a) LSI Logic Corporation .................................................. 5,000 77,500
(a) Teradyne, Inc. ......................................................... 3,000 96,188
--------
451,719
--------
Financial - Banks, Commercial - 0.94%
Summit Bancorp ......................................................... 1,500 62,718
--------
Food - Processing - 3.49%
McCormick & Company, Incorporated ...................................... 7,000 233,625
--------
Machinery - Construction & Mining - 1.45%
Case Corporation ....................................................... 4,000 97,000
--------
Medical - Biotechnology - 3.45%
(a) Chiron Corporation ..................................................... 10,200 230,775
--------
(Continued)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
CAPITAL MANAGEMENT MID-CAP FUND
PORTFOLIO OF INVESTMENTS
November 30, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
Value
Shares (note 1)
- ------------------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS - (Continued)
Medical Supplies - 4.10%
C. R. Bard, Inc. ....................................................... 6,000 $ 274,875
---------
Oil & Gas - Equipment & Services - 4.44%
Apache Corporation ..................................................... 6,900 158,700
(a) Cooper Cameron Corporation ............................................. 5,700 138,938
---------
297,638
---------
Real Estate Investment Trust - 2.50%
Crescent Real Estate Equities Company .................................. 6,700 167,500
---------
Retail - Restaurants - 1.25%
(a) Brinker International, Inc. ............................................ 3,300 83,944
---------
Retail - Specialty Line - 6.16%
(a) Borders Group, Inc. .................................................... 6,000 145,500
(a) Office Depot, Inc. ..................................................... 8,200 267,012
---------
412,512
---------
Steel - Specialty - 3.11%
Texas Industries, Inc. ................................................. 7,200 208,350
---------
Telecommunications Equipment - 3.30%
(a) ADC Telecommunications, Inc. ........................................... 7,400 221,075
---------
Utilities - Electric - 11.14%
Idacorp Inc. ........................................................... 7,000 244,125
IPALCO Enterprises, Inc. ............................................... 6,000 300,750
Washington Water Power Company ......................................... 11,000 201,437
---------
746,312
---------
Utilities - Gas - 3.66%
Sempra Energy .......................................................... 9,774 244,961
---------
Total Common Stocks (Cost $5,247,917) .................................. 5,745,873
---------
(Continued)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
CAPITAL MANAGEMENT MID-CAP FUND
PORTFOLIO OF INVESTMENTS
November 30, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
Value
Shares (note 1)
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT COMPANIES - 9.14%
Evergreen Money Market Treasury Institutional Money
Market Fund Institutional Service Shares ..................................... 306,161 $306,161
Evergreen Money Market Treasury Institutional Treasury
Money Market Fund Institutional Service Shares ............................... 306,161 306,161
--------
Total Investment Companies (Cost $612,322) ................................... 612,322
--------
Total Value of Investments (Cost $5,860,239 (b)) 94.95% $ 6,358,195
Other Assets Less Liabilities 5.05% 338,223
--------- ------------
Net Assets 100.00% $ 6,696,418
========= ============
(a) Non-income producing investment.
(b) 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 $ 731,636
Unrealized depreciation (233,680)
-----------
Net unrealized appreciation $ 497,956
===========
See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
CAPITAL MANAGEMENT MID-CAP FUND
STATEMENT OF ASSETS AND LIABILITIES
November 30, 1998
ASSETS
Investments, at value (cost $5,860,239) ................................................................... $ 6,358,195
Cash ...................................................................................................... 198,918
Receivable for investments sold ........................................................................... 153,983
Income receivable ......................................................................................... 5,841
Due from advisor (note 2) ................................................................................. 1,205
Other assets .............................................................................................. 135
-----------
Total assets ......................................................................................... 6,718,277
-----------
LIABILITIES
Accrued expenses .......................................................................................... 21,859
-----------
NET ASSETS ....................................................................................................... $ 6,696,418
===========
NET ASSETS CONSIST OF
Paid-in capital ........................................................................................... $ 6,287,488
Accumulated net realized loss on investments .............................................................. (89,026)
Net unrealized appreciation on investments ................................................................ 497,956
-----------
$ 6,696,418
===========
INSTITUTIONAL CLASS
Net asset value, offering and redemption price per share ($4,929,525 / 346,974 shares outstanding) ........ $ 14.21
===========
INVESTOR CLASS
Net asset value, offering and redemption price per share ($1,766,893 / 126,551 shares outstanding) ........ $ 13.96
===========
Maximum offering price per share (100 / 97% of $13.96) .................................................... $ 14.39
===========
See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
CAPITAL MANAGEMENT MID-CAP FUND
STATEMENT OF OPERATIONS
Year ended November 30, 1998
INVESTMENT LOSS
Income
Dividends ......................................................................................... $ 124,030
---------
Expenses
Investment advisory fees (note 2) ................................................................. 74,249
Fund administration fees (note 2) ................................................................. 14,440
Distribution and service fees - Investor Class (note 3) ........................................... 16,078
Audit fees ........................................................................................ 8,150
Legal fees ........................................................................................ 17,235
Fund accounting fees (note 2) ..................................................................... 33,250
Custody fees ...................................................................................... 2,548
Securities pricing fees ........................................................................... 2,645
Shareholder recordkeeping fees .................................................................... 1,796
Registration and filing administration fees ....................................................... 3,404
Other fees ........................................................................................ 182
Shareholder servicing expenses .................................................................... 4,888
Registration and filing expenses .................................................................. 13,329
Trustee fees and meeting expenses ................................................................. 6,810
Printing expenses ................................................................................. 7,264
Other operating expenses .......................................................................... 2,663
---------
Total expenses .............................................................................. 208,931
---------
Less:
Expense reimbursements (note 2) ........................................................ (14,704)
Investment advisory fees waived (note 2) ............................................... (66,709)
Distribution and service fees waived - Investor Class (note 3) ......................... (72)
---------
Net expenses ................................................................................ 127,446
---------
Net investment loss .................................................................... (3,416)
---------
REALIZED AND UNREALIZED LOSS ON INVESTMENTS
Net realized loss from investment transactions ......................................................... (70,827)
Decrease in unrealized appreciation on investments ..................................................... (795,106)
---------
Net realized and unrealized loss on investments ................................................... (865,933)
---------
Net decrease in net assets resulting from operations ........................................ $(869,349)
=========
See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
CAPITAL MANAGEMENT MID-CAP FUND
STATEMENTS OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------------------------------------------------------------
Year ended Year ended
November 30, November 30,
1998 1997
- ------------------------------------------------------------------------------------------------------------------------------------
(DECREASE) INCREASE IN NET ASSETS
Operations
Net investment loss .................................................................... $ (3,416) $ (3,104)
Net realized (loss) gain from investment transactions .................................. (70,827) 906,998
(Decrease) increase in unrealized appreciation on investments .......................... (795,106) 616,365
---------- ----------
Net (decrease) increase in net assets resulting from operations .................... (869,349) 1,520,259
---------- ----------
Distributions to shareholders from
Net investment income - Institutional Class ............................................ 0 (9,510)
Net investment income - Investor Class ................................................. 0 (2,150)
Distributions in excess of net investment income - Institutional Class ................. 0 (5,509)
Distributions in excess of net investment income - Investor Class ...................... 0 (1,032)
Net realized gain from investment transactions - Institutional Class.................... (678,656) (86,210)
Net realized gain from investment transactions - Investor Class ........................ (244,032) (18,266)
---------- ----------
Decrease in net assets resulting from distributions ................................ (922,688) (122,677)
---------- ----------
Capital share transactions
Increase in net assets resulting from capital share transactions (a) 1,303,097 1,539,425
---------- ----------
Total (decrease) increase in net assets ....................................... (488,940) 2,937,007
NET ASSETS
Beginning of period ......................................................................... 7,185,358 4,248,351
---------- ----------
End of period ............................................................................... $6,696,418 $7,185,358
========== ==========
(a) A summary of capital share activity follows:
Year ended Year ended
November 30, 1998 November 30, 1997
Shares Value Shares Value
----------- ----------- ----------- -----------
INSTITUTIONAL CLASS
Shares sold ............................................ 18,735 $ 299,573 34,955 $ 557,429
Shares issued for reinvestment of distributions ........ 41,056 678,656 7,367 101,229
----------- ----------- ----------- -----------
59,791 978,229 42,322 658,658
Shares redeemed ........................................ (4,650) (73,195) (757) (13,561)
----------- ----------- ----------- -----------
Net increase ...................................... 55,141 $ 905,034 41,565 $ 645,097
=========== =========== =========== ===========
INVESTOR CLASS
Shares sold ............................................ 57,629 $ 941,702 53,642 $ 941,945
Shares issued for reinvestment of distributions ........ 14,339 234,590 1,566 21,448
----------- ----------- ----------- -----------
71,968 1,176,292 55,208 963,393
Shares redeemed ........................................ (49,270) (778,229) (4,818) (69,065)
----------- ----------- ----------- -----------
Net increase ...................................... 22,698 $ 398,063 50,390 $ 894,328
=========== =========== =========== ===========
See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
CAPITAL MANAGEMENT MID-CAP FUND
FINANCIAL HIGHLIGHTS
(For a Share Outstanding Throughout the Period)
--------------------------------------------------------------
INSTITUTIONAL CLASS
--------------------------------------------------------------
For the
period from
January 27, 1995
(commencement
Year ended Year ended Year ended of operations) to
November 30, November 30, November 30, November 30,
1998 1997 1996 1995
------------ ------------ ------------ -----------
Net asset value, beginning of period $18.20 $13.99 $12.16 $10.00
Income from investment operations
Net investment income (loss) 0.03 0.01 0.23 0.20
Net realized and unrealized gain on investments (1.70) 4.60 2.08 2.10
------------ ------------ ------------ -----------
Total from investment operations (1.67) 4.61 2.31 2.30
------------ ------------ ------------ -----------
Distributions to shareholders from
Net investment income 0.00 (0.04) (0.26) (0.14)
Distributions in excess of net investment income (0.00) (0.02) 0.00 0.00
Net realized gain from investment transactions (2.32) (0.34) (0.22) 0.00
------------ ------------ ------------ -----------
Total distributions (2.32) (0.40) (0.48) (0.14)
------------ ------------ ------------ -----------
Net asset value, end of period $14.21 $18.20 $13.99 $12.16
============ ============ ============ ===========
Total return (a) (10.94)% 33.92% 19.57% 23.00%
============ ============ ============ ===========
Ratios/supplemental data
Net assets, end of period $4,929,525 $5,311,416 $3,502,215 $1,832,507
============ ============ ============ ===========
Ratio of expenses to average net assets
Before expense reimbursements and waived fees 2.60 % 2.92 % 3.70 % 7.20 %(b)
After expense reimbursements and waived fees 1.50 % 1.50 % 0.00 % 0.31 %(b)
Ratio of net investment income (loss) to average net assets
Before expense reimbursements and waived fees (0.93)% (1.34)% (1.77)% (4.45)%(b)
After expense reimbursements and waived fees 0.17 % 0.08 % 1.94 % 2.44 %(b)
Portfolio turnover rate 89.04 % 66.30 % 82.30 % 47.74 %
Average brokerage commission per share (c) $0.0626 $0.0607 $0.0598 -
(a) Total return does not reflect payment of a sales charge.
(b) Annualized.
(c) Represents total commissions paid on portfolio securities divided by total portfolio shares purchased or sold on which
commissions were charged.
See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
CAPITAL MANAGEMENT MID-CAP FUND
FINANCIAL HIGHLIGHTS
(For a Share Outstanding Throughout the Period)
-------------------------------------------------------------------
INVESTOR CLASS
-------------------------------------------------------------------
For the
period from
April 7, 1995
(commencement of
Year ended Year ended Year ended operations) to
November 30, November 30, November 30, November 30,
1998 1997 1996 1995
--------------- -------------- -------------- --------------
Net asset value, beginning of period $18.04 $13.96 $12.09 $11.07
Income from investment operations
Net investment income (loss) (0.09) (0.05) 0.24 0.11
Net realized and unrealized gain on investments (1.67) 4.53 2.06 1.02
--------------- -------------- -------------- --------------
Total from investment operations (1.76) 4.48 2.30 1.13
--------------- -------------- -------------- --------------
Distributions to shareholders from
Net investment income 0.00 (0.03) (0.21) (0.11)
Distributions in excess of net investment income 0.00 (0.03) 0.00 0.00
Net realized gain from investment transactions (2.32) (0.34) (0.22) 0.00
--------------- -------------- -------------- --------------
Total distributions (2.32) (0.40) (0.43) (0.11)
--------------- -------------- -------------- --------------
Net asset value, end of period $13.96 $18.04 $13.96 $12.09
=============== ============== ============== ==============
Total return (a) (11.67)% 33.11% 19.61% 10.24%
=============== ============== ============== ==============
Ratios/supplemental data
Net assets, end of period $1,766,893 $1,873,942 $746,136 $550,814
=============== ============== ============== ==============
Ratio of expenses to average net assets
Before expense reimbursements and waived fees 3.35 % 3.71 % 4.45 % 7.18% (b)
After expense reimbursements and waived fees 2.25 % 2.25 % 0.00 % 1.06% (b)
Ratio of net investment income (loss) to average net assets
Before expense reimbursements and waived fees (1.67)% (2.10)% (2.50)% (4.23)%(b)
After expense reimbursements and waived fees (0.57)% (0.63)% 1.95 % 1.89% (b)
Portfolio turnover rate 89.04 % 66.30 % 82.30 % 47.74%
Average brokerage commission per share (c) $0.0626 $0.0607 $0.0598 -
(a) Total return does not reflect payment of a sales charge.
(b) Annualized.
(c) Represents total commissions paid on portfolio securities divided by total portfolio shares purchased or sold on which
commissions were charged.
See accompanying notes to financial statements
</TABLE>
<PAGE>
CAPITAL MANAGEMENT MID-CAP FUND
NOTES TO FINANCIAL STATEMENTS
November 30, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION
The Capital Management Mid-Cap Fund (the "Fund"), formerly known as The
Capital Management Equity 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 investment objective of the fund is
to seek capital appreciation principally through investments in equity
securities, consisting of common and preferred stocks and securities
convertible into common stocks. 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.
Each Fund files a tax return annually using tax accounting methods
required under provisions of the Code which may differ from generally
accepted accounting principles, the basis on which these financial
statements are prepared. Accordingly, the character of distributions to
shareholders reported in the financial highlights may differ from that
reported to shareholders for Federal income tax purposes. Distributions
which exceed net investment income and net realized gains for financial
reporting purposes but not for tax purposes, if any, are shown as
distributions in excess of net investment income and net realized gains
in the accompanying statements.
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 is recorded on the ex-dividend date.
<PAGE>
CAPITAL MANAGEMENT MID-CAP FUND
NOTES TO FINANCIAL STATEMENTS
November 30, 1998
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. Distributions to shareholders are
recorded on the ex-dividend date. In addition, distributions may be
made annually in December out of net realized gains through October 31
of that year. Distributions to shareholders are recorded on the
ex-dividend date. The Fund may make a supplemental distribution
subsequent to the end of its fiscal year ending November 30.
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.
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.
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 a portion of its fee
amounting to $66,709 ($0.14 per share) and reimbursed $14,704 of the
operating expenses incurred by the Fund for the year ended November 30,
1998.
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. For the
period from December 1, 1997 through October 31, 1998 the Administrator
received 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 as compensation
for its services. The Administrator also received 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.
Effective November 1, 1998, the Administrator receives a fee at the
annual rate of 0.125% of the Fund's first $50 million of average daily
net assets, 0.100% of the next $50 million, and 0.075% of average daily
net assets over $100 million as well as a monthly fee of $2,250 for
accounting and record-keeping services for the initial class of shares
and $750 per month for each additional class of 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 for the period from December 1,
1997 through October 31, 1998 and $4,000 per month beginning November
1, 1998. The Administrator also charges the Fund for certain expenses
involved with the daily valuation of portfolio securities.
North Carolina Shareholder Services, LLC (the "Transfer Agent") serves
as the Fund's transfer, dividend paying, and shareholder servicing
agent. The Transfer Agent maintains the records of each
<PAGE>
CAPITAL MANAGEMENT MID-CAP FUND
NOTES TO FINANCIAL STATEMENTS
November 30, 1998
Shareholder's account, answers shareholder inquiries concerning
accounts, processes purchases and redemptions of the Fund's shares,
acts as dividend and distribution disbursing agent, and performs other
shareholder servicing functions. The Transfer Agent is compensated for
its services by the Administrator and not directly by the Fund.
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 year ended November 30,
1998, the Distributor retained sales charges in the amount of $1,951.
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 $16,078 of such
expenses under the Plan for the year ended November 30, 1998. The
Distributor has waived a portion of its fee amounting to $72.
NOTE 4 - PURCHASES AND SALES OF INVESTMENTS
Purchases and sales of investments, other than short-term investments,
aggregated $5,970,242 and $6,115,790, respectively, for the year ended
November 30, 1998.
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. Of the total $2.32 per
share distributions for the year ended November 30, 1998, $1.04 per
share represents long-term capital gain and $1.28 per share represents
short-term capital gain. Shareholders should consult a tax advisor on
how to report distributions for state and local income tax purposes.
<PAGE>
INDEPENDENT AUDITORS REPORT
To the Board of Trustees of Capital Management Investment Trust
and Shareholders of Capital Management Mid-Cap Fund:
We have audited the accompanying statement of assets and liabilities of Capital
Management Mid-Cap Fund (a portfolio of Capital Management Investment Trust),
including the schedule of investments, as of November 30, 1998, and the related
statements of operations for the year then ended, the statements of changes in
net assets and the financial highlights for each of the two years then ended.
These financial statements and financial highlights are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audit. The financial
highlights for the two years ended November 30, 1996 were audited by other
auditors, whose reports thereon dated December 13, 1996, expressed an
unqualified opinion.
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 included confirmation of the securities owned as of
November 30, 1998, by correspondence with the custodian and brokers; where
replies were not received from brokers, we performed other auditing procedures.
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 Mid-Cap Fund as of November 30, 1998, the results of its
operations for the year then ended, the changes in its net assets and the
financial highlights for each of the two years then ended, in conformity with
generally accepted accounting principles.
/S/ Deloitte & Touche LLP
Deloitte & Touche LLP
Pittsburgh, Pennsylvania
December 18, 1998
<PAGE>
PART C
------
FORM N1-A
OTHER INFORMATION
ITEM 23. Exhibits
--------
(a) Declaration of Trust.^1
(b) By-Laws.^1
(c) Certificates for shares are not issued. Articles V, VI, VII, IX, and X
of the Declaration of Trust, previously filed as Exhibit (a)(1) hereto,
define the rights of holders of Shares.^1
(d) Amended and Restated Investment Advisory Agreement between the Capital
Management Investment Trust and Capital Management Associates, Inc., as
Advisor.
(e) Amended and Restated Distribution Agreement between the Capital
Management Investment Trust and Shields & Company, as Distributor.
(f) Not Applicable.
(g) Custodian Agreement between the Capital Management Investment Trust and
First Union National Bank of North Carolina, as Custodian.^3
(h)(1) Fund Accounting and Compliance Administration Agreement between the
Capital Management Investment Trust and The Nottingham Company, Inc.,
as Administrator.
(h)(2) Dividend Disbursing and Transfer Agent Agreement between the Capital
Management Investment Trust and NC Shareholder Services, LLC, as
Transfer Agent.
(i) Opinion and Consent of Dechert Price & Rhoads regarding the legality of
the securities registered.^1
(j) Consent of Deloitte & Touche LLP, Independent Public Accountants.
(k) Not applicable.
(l) Initial Capital Agreement.^1
(m) Distribution Plan under Rule 12b-1 for the Capital Management
Investment Trust.^1
(n) Financial Data Schedules.
(o) Rule 18f-3 Multi-Class Plan.^1
(p) Powers of Attorney.^2
- -----------------------
1. Incorporated herein by reference to Capital Management Investment
Trust's Registration Statement Post-Effective Amendment No. 3 on Form
N-1A filed on March 26, 1996 (File No. 33-85242).
2. Incorporated herein by reference to Capital Management Investment
Trust's Registration Statement Post-Effective Amendment No. 4 on Form
N-1A filed on March 31, 1997 (File No. 33-85242).
3. Incorporated herein by reference to Capital Management Investment
Trust's Registration Statement Post-Effective Amendment No. 6 on Form
N-1A filed on October 29, 1998 (File No. 33-85242).
ITEM 24. Persons Controlled by or Under Common Control with the Registrant
-----------------------------------------------------------------
No person is controlled by or under common control with the Capital Management
Investment Trust.
<PAGE>
ITEM 25. Indemnification
---------------
The Trust's Declaration of Trust, Investment Advisory Agreements, Administration
Agreement, and Distribution Agreements provide for indemnification of certain
persons acting on behalf of the Trust.
Article V, Section 5.4 of the Trust's Declaration of Trust states:
1. Subject only to the provisions hereof, every person who is or
has been a Trustee, officer, employee or agent of the Trust
and every person who serves at the Trustees request as
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall be
indemnified by the Trust to the fullest extent permitted by
law against all liabilities and against all expenses
reasonably incurred or paid by him in connection with any
debt, claim, action, demand, suit, proceeding, judgment,
decree, liability or obligation of any kind in which he
becomes involved as a party or otherwise or is threatened by
virtue of his being or having been a Trustee, officer,
employee or agent of the Trust or of another corporation,
partnership, joint venture, trust or other enterprise at the
request of the Trust and against amounts paid or incurred by
him in the compromise or settlement thereof.
2. The words "claim", "action", "suit", or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil,
criminal, administrative, legislative, investigative or other,
including appeals), actual or threatened, and the words
"liabilities" and "expenses" shall include, without
limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
3. No indemnification shall be provided hereunder to a Trustee or
officer:
a. against any liability to the Trust or the
Shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office
("disabling conduct");
b. with respect to any matter as to which he shall, by
the court or other body by or before which the
proceeding was brought or engaged, have been
finally adjudicated to be liable by reason of
disabling conduct;
c. in the absence of a final adjudication on the
merits that such Trustee or officer did not engage
in disabling conduct, unless a reasonable
determination, based upon a review of the facts
that the person to be indemnified is not liable by
reason of such conduct, is made:
(A) by vote of a majority of a quorum of the
Trustees who are neither Interested
Persons nor parties to the proceedings;
or
(B) by independent legal counsel, in a
written opinion.
4. The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be
severable, shall not affect any other rights to which any
Trustee, officer, employee or agent may now or hereafter be
entitled, shall continue as to a person who has ceased to be
such Trustee, officer, employee, or agent and shall inure to
the benefit of the heirs, executors and administrators of such
a person; provided, however, that no person may satisfy any
right of indemnity or reimbursement granted herein except out
of the property of the Trust, and no other person shall be
personally liable to provide indemnity or reimbursement
hereunder (except an insurer or surety or person otherwise
bound by contract).
<PAGE>
5. Expenses in connection with the preparation and presentation
of a defense to any claim, action, suit or proceeding of the
character described in paragraph (a) of this Section 5.4 may
be paid by the Trust prior to final disposition thereof upon
receipt of a written undertaking by or on behalf of the
Trustee, officer, employee or agent to reimburse the Trust if
it is ultimately determined under this Section 5.4 that he is
not entitled to indemnification. Such undertaking shall be
secured by a surety bond or other suitable insurance or such
security as the Trustees shall require unless a majority of a
quorum of the Trustees who are neither Interested Persons nor
parties to the proceeding, or independent legal counsel in a
written opinion, shall have determined, based on readily
available facts, that there is reason to believe that the
indemnitee ultimately will be found to be entitled to
indemnification.
Insofar as indemnification for liability arising under the Securities Act of
1933, as amended (the "Act") may be permitted to Trustees, officers and
controlling persons of the Capital Management Investment Trust pursuant to the
foregoing provisions, or otherwise, the Capital Management Investment Trust has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Capital Management Investment
Trust of expenses incurred or paid by a Trustee, officer or controlling person
of the Capital Management Investment Trust in the successful defense of any
action, suit or proceeding) is asserted by such Trustee, officer or controlling
person in connection with the securities being registered, the Capital
Management Investment Trust will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
ITEM 26. Business and other Connections of the Investment Advisor
--------------------------------------------------------
See the Statement of Additional Information section entitled "Management" of the
Fund and the Investment Advisor's Form ADV filed with the Commission, which is
hereby incorporated by reference, for the activities and affiliations of the
officers and directors of the Investment Advisor of the Capital Management
Investment Trust. Except as so provided, to the knowledge of the Capital
Management Investment Trust, none of the directors or executive officers of the
Investment Advisor is or has been at any time during the past two fiscal years
engaged in any other business, profession, vocation or employment of a
substantial nature. The Investment Advisor currently serves as investment
advisor to numerous institutional and individual clients.
ITEM 27. Principal Underwriter
---------------------
(a) Shields & Company is underwriter and distributor for the Capital
Management Mid-Cap Fund, Capital Management Small-Cap Fund, and Capital
Management Energy Fund.
(b)
Name and Principal Position(s) and Offices Position(s) and Offices
Business Address with Underwriter with Registrant
================== ======================= =======================
Joseph V. Shields, Jr. Chairman Trustee
140 Broadway
New York, New York 10005
David V. Shields President Trustee
140 Broadway
New York, New York 10005
Richard B. Thatcher Vice President None
140 Broadway Secretary
New York, New York 10005 Treasurer
Joseph A. Zock Vice President None
140 Broadway
New York, New York 10005
Bruce L. Graham, CFA Vice President None
140 Broadway
New York, New York 10005
Brian Keep Vice President None
140 Broadway
New York, New York 10005
(c) Not applicable
<PAGE>
ITEM 28. Location of Accounts and Records
--------------------------------
All account books and records not normally held by the Custodian are held by the
Trust, in the offices of The Nottingham Company, Inc. or NC Shareholder
Services, LLC, Administrator and Transfer Agent, respectively, to the Trust, or
in the offices of Capital Management Associates, Inc., the Advisor.
The address of The Nottingham Company, Inc. is 105 North Washington Street, P.O.
Drawer 69, Rocky Mount, North Carolina 27802-0069. The address of NC Shareholder
Services, LLC is 107 North Washington Street, P.O. Drawer 4365, Rocky Mount,
North Carolina 27802-0365. The address of Capital Management Associates, Inc. is
140 Broadway, New York, New York 10005. The address of First Union National Bank
of North Carolina is Two First Union Center, Charlotte, North Carolina
28288-1151.
ITEM 29. Management Services
-------------------
Not applicable
ITEM 30. Undertakings
------------
None
<PAGE>
SIGNATURES
Pursuant to the requirements of (the Securities Act of 1933 and) the Investment
Company Act of 1940, the Registrant has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Rocky Mount, and State of North Carolina on the
29th day of January, 1999.
CAPITAL MANAGEMENT INVESTMENT TRUST
By: /s/ C. Frank Watson, III
________________________________
C. Frank Watson, III
Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
*
____________________________________________ Trustee
Lucius E. Burch, III Date
*
____________________________________________ Trustee
Thomas A. Saunders, III Date
*
____________________________________________ Trustee
David V. Shields Date
* Trustee and Chairman,
____________________________________________ (Principal Executive
J.V. Shields Date Officer)
*
____________________________________________ Trustee
Anthony J. Walton Date
/s/ Julian G. Winters January 29, 1999 Treasurer
____________________________________________
Julian G. Winters Date
* By: /s/ C. Frank Watson, III Dated: January 29, 1999
______________________________________
C. Frank Watson, III
Attorney-in-Fact
<PAGE>
CAPITAL MANAGEMENT INVESTMENT TRUST
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- --------------- ----------------------------------
Exhibit (d) Amended and Restated Investment Advisory Agreement
Exhibit (e) Amended and Restated Distribution Agreement
Exhibit (h)(1) Fund Accounting and Compliance Administration Agreement
Exhibit (h)(2) Dividend Disbursing and Transfer Agent Agreement
Exhibit (j) Consent of Auditor
Exhibit (n) Financial Data Schedules
Exhibit (d): Amended and Restated Inv. Advisory Agreement
-----------
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, dates as of November 10, 1998 between CAPITAL MANAGEMENT
INVESTMENT TRUST (the "Trust"), a Massachusetts Business Trust, and CAPITAL
MANAGEMENT ASSOCIATES, INC, a New York corporation (the "Advisor"), registered
as an investment advisor under the Investment Advisors Act of 1940, as amended
(the "Advisors Act").
WHEREAS, the Trust is registered as an open-end management investment company of
the series type under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Trust desires to retain the Advisor to furnish investment advisory
and administrative services to the series of the Trust as described in the
schedules attached to this Agreement (each a "Fund"), and the Advisor is willing
to furnish such services;
NOW, THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints the Advisor to act as Investment
Advisor to each Fund for the period and on the terms set forth in this
Agreement. The Advisor accepts such appointment and agrees to furnish
the services set forth herein, for the compensation provided in the
attached schedules.
2. Delivery of Documents. The Trust has furnished the Investment Advisor
with copies properly certified or authenticated of each of the
following:
(a) The Trust's Declaration of Trust, as filed with the Commonwealth
of Massachusetts (the "Declaration");
(b) The Trust's By-Laws (the "By-Laws");
(c) Resolutions of the Trust's Board of Trustees and the resolution
approved by a majority of the outstanding shares of the Fund
authorizing the appointment of the Advisor and approving this
Agreement;
(d) The Trust's Registration Statement on Form N-1A under the 1940
Act and under the Securities Act of 1933 as amended, (the "1933
Act"), relating to shares of beneficial interest of the Fund
(the "Shares") as filed with the Securities and Exchange
Commission ("SEC") and all amendments thereto;
(e) The Fund's Prospectus (the "Prospectus").
The Trust will furnish the Advisor from time to time with copies,
properly certified or authenticated, of all amendments of or
supplements to the foregoing at the same time as such documents are
required to be filed with the SEC.
3. Management. Subject to the supervision of the Trust's Board of
Trustees, the Advisor will provide a continuous investment program for
the Fund, including investment research and management with respect to
all securities, investments, cash and cash equivalents in the Fund. The
Advisor will determine from time to time what securities and other
investments will be purchased, retained or sold by the Fund. The
Advisor will provide the services under this Agreement in accordance
with the Fund's investment objectives, policies and restrictions as
stated in its Prospectus. The Advisor further agrees that it:
(a) Will conform its activities to all applicable Rules and
Regulations of the Securities and Exchange Commission and will,
in addition, conduct its activities under this Agreement in
accordance with regulations of any other Federal and State
agencies which may now or in the future have jurisdiction over
its activities under this Agreement;
<PAGE>
(b) Will place orders pursuant to its investment determinations for
the Fund either directly with the issuer or with any broker or
dealer. In placing orders with brokers or dealers, the Advisor
will attempt to obtain the best net price and the most favorable
execution of its orders. Consistent with this obligation, when
the Advisor believes two or more brokers or dealers are
comparable in price and execution, the Advisor may prefer: (i)
brokers and dealers who provide the Fund with research advice
and other services, or who recommend or sell Trust shares, and
(ii) brokers who are affiliated with the Fund or its Advisor;
provided, however, that in no instance will portfolio securities
be purchased from or sold to the Advisor or any affiliated
person of the Advisor in principal transactions;
(c) Will provide certain executive personnel for the Fund as may be
mutually agreed upon from time to time with the Board of
Trustees, the salaries and expenses of such personnel to be
borne by the Advisor unless otherwise mutually agreed upon; and
(d) Will provide, at its own cost, all office space, facilities and
equipment necessary for the conduct of its advisory activities
on behalf of the Fund.
4. Services Not Exclusive. The advisory services furnished by the Advisor
hereunder are not to be deemed exclusive, and the Advisor shall be free
to furnish similar services to others so long as its services under
this Agreement are not impaired thereby; provided, however, that
without the written consent of the Trustees, the Advisor will not serve
as investment advisor to any other investment company having a similar
investment objective to that of the Fund.
5. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Advisor hereby agrees that all records which it
maintains for the benefit of the Fund are the property of the Fund and
further agrees to surrender promptly to the Fund any of such records
upon the Fund's request. The Advisor further agrees to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act the records
required to be maintained by it pursuant to Rule 31a-1 under the 1940
Act that are not maintained by others on behalf of the Fund.
6. Expenses. During the term of this Agreement, the Advisor will pay all
expenses incurred by it in connection with its investment advisory
services pertaining to the Fund. The Advisor will pay, out of the
Advisor's resources, the entire cost of the promotion and sale of Trust
shares, including the preparation of the prospectus and other
documents. The Advisor will provide other information and services,
other than services of outside counsel or independent accountants or
investment advisory services to be provided by any Adviser under an
Advisory Agreement, required in connection with the preparation of all
registration statements and Prospectuses, Prospectus supplements, SAIs,
all annual, semiannual, and periodic reports to shareholders of the
Trust, regulatory authorities, or others, and all notices and proxy
solicitation materials, furnished to shareholders of the Trust or
regulatory authorities, and all tax returns.
Notwithstanding the foregoing, the Fund shall pay the expenses and
costs of the following:
(a) Taxes, interest charges and extraordinary expenses;
(b) Brokerage fees and commissions with regard to portfolio
transactions of the Fund;
(c) Fees and expenses of the custodian of the Fund's portfolio
securities;
(d) Fees and expenses of the Fund's administrator, transfer and
dividend disbursing agent and the Fund's fund accounting agent
or, if the Fund performs any such services without an agent, the
costs of the same;
(e) Auditing and legal expenses;
(f) Cost of maintenance of the Fund's existence as a legal entity;
(g) Compensation of trustees who are not interested persons of the
Advisor as law defines that term;
(h) Costs of Trust meetings;
(i) Federal and State registration or qualification fees and
expenses;
(j) Costs of setting in type, printing and mailing Prospectuses,
reports and notices to existing shareholders;
<PAGE>
(k) The investment advisory fee payable to the Advisor, as provided
in paragraph 7 herein; and
(l) Plan of Distribution expenses, but only in accordance with the
Plan of Distribution as approved by the shareholders of the
Fund.
7. Compensation. The Trust will pay the Advisor and the Advisor will
accept as full compensation an investment advisory fee, based upon the
daily average net assets of each Fund, computed at the end of each
month and payable within five (5) business days thereafter, based upon
the schedules attached hereto.
8.(a) Limitation of Liability. The Advisor shall not be liable for any error
of judgment, mistake of law or for any other loss whatsoever suffered
by the Fund in connection with the performance of this Agreement,
except a loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services or a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of the
Advisor in the performance of its duties or from reckless disregard by
it of its obligations and duties under this Agreement.
8.(b) Indemnification of Advisor. Subject to the limitations set forth in
this Subsection 8(b), the Fund shall indemnify, defend and hold
harmless (from the assets of the Trust or Trusts to which the conduct
in question relates) the Advisor against all loss, damage and
liability, including but not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and expenses,
including reasonable accountants' and counsel fees, incurred by the
Advisor in connection with the defense or disposition of any action,
suit or other proceeding, whether civil or criminal, before any court
or administrative or legislative body, related to or resulting from
this Agreement or the performance of services hereunder, except with
respect to any matter as to which it has been determined that the loss,
damage or liability is a direct result of (i) a breach of fiduciary
duty with respect to the receipt of compensation for services; or (ii)
willful misfeasance, bad faith or gross negligence on the part of the
Advisor in the performance of its duties or from reckless disregard by
it of its duties under this Agreement (either and both of the conduct
described in clauses (i) and (ii) above being referred to hereinafter
as "Disabling Conduct"). A determination that the Advisor is entitled
to indemnification may be made by (i) a final decision on the merits by
a court or other body before whom the proceeding was brought that the
Advisor was not liable by reason of Disabling Conduct, (ii) dismissal
of a court action or an administrative proceeding against the Advisor
for insufficiency of evidence of Disabling Conduct, or (iii) a
reasonable determination, based upon a review of the facts, that the
Advisor was not liable by reason of Disabling Conduct by, (a) vote of a
majority of a quorum of Trustees who are neither "interested persons"
of the Fund as the quoted phrase is defined in Section 2(a)(19) of the
1940 Act nor parties to the action, suit or other proceeding on the
same or similar grounds that is then or has been pending or threatened
(such quorum of such Trustees being referred to hereinafter as the
"Independent Trustees"), or (b) an independent legal counsel in a
written opinion. Expenses, including accountants' and counsel fees so
incurred by the Advisor (but excluding amounts paid in satisfaction of
judgments, in compromise or as fines or penalties), may be paid from
time to time by the Fund or Trust to which the conduct in question
related in advance of the final disposition of any such action, suit or
proceeding; provided, that the Advisor shall have undertaken to repay
the amounts so paid if it is ultimately determined that indemnification
of such expenses is not authorized under this Subsection 8(b) and if
(i) the Advisor shall have provided security for such undertaking, (ii)
the Fund shall be insured against losses arising by reason of any
lawful advances, or (iii) a majority of the Independent Trustees, or an
independent legal counsel in a written opinion, shall have determined,
based on a review of readily available facts (as opposed to a full
trial-type inquiry), that there is reason to believe that the Advisor
ultimately will be entitled to indemnification hereunder.
<PAGE>
As to any matter disposed of by a compromise payment by the Advisor
referred to in this Subsection 8(b), pursuant to a consent decree or
otherwise, no such indemnification either for said payment or for any
other expenses shall be provided unless such indemnification shall be
approved (i) by a majority of the Independent Trustees or (ii) by an
independent legal counsel in a written opinion. Approval by the
Independent Trustees pursuant to clause (i) shall not prevent the
recovery from the Advisor of any amount paid to the Advisor in
accordance with either of such clauses as indemnification of the
Advisor is subsequently adjudicated by a court of competent
jurisdiction not to have acted in good faith in the reasonable belief
that the Advisor's action was in or not opposed to the best interest of
the Fund or to have been liable to the Fund or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in its conduct under the Agreement.
The right of indemnification provided by this Subsection 8(b) shall not
be exclusive of or affect any of the rights to which the Advisor may be
entitled. Nothing contained in this Subsection 8(b) shall affect any
rights to indemnification to which Trustees, officers or other
personnel of the Fund, and other persons may be entitled by contract or
otherwise under law, nor the power of the Fund to purchase and maintain
liability insurance on behalf of any such person.
The Board of Trustees of the Trust shall take all such action as may be
necessary and appropriate to authorize the Fund hereunder to pay the
indemnification required by this Subsection 8(b) including, without
limitation, to the extent needed, to determine whether the Advisor is
entitled to indemnification hereunder and the reasonable amount of any
indemnity due it hereunder, or employ independent legal counsel for
that purpose.
8.(c) The provisions contained in Section 8 shall survive the expiration or
other termination of this Agreement, shall be deemed to include and
protect the Advisor and its directors, officers, employees and agents
and shall inure to the benefit of its/their respective successors,
assigns and personal representatives.
9. Duration and Termination. This Agreement shall become effective upon
the date the registration statement of the Trust containing the Fund's
Prospectus is declared effective by the Securities and Exchange
Commission and, unless sooner terminated as provided herein, shall
continue in effect for two years. Thereafter, this Agreement shall be
renewable for successive periods of one year each, provided such
continuance is specifically approved annually:
(a) By the vote of a majority of those members of the Board of
Trustees who are not parties to this Agreement or interested
persons of any such party (as that term is defined in the 1940
Act), cast in person at a meeting called for the purpose of
voting on such approval; and
(b) By vote of either the Board of Trustees or a majority (as that
term is defined in the 1940 Act) of the outstanding voting
securities of the Fund.
Notwithstanding the foregoing, this Agreement may be terminated by the
Fund or by the Advisor at any time on sixty (60) days' written notice,
without the payment of any penalty, provided that termination by the
Fund must be authorized either by vote of the Board of Trustees or by
vote of a majority of the outstanding voting securities of the Fund.
This Agreement will automatically terminate in the event of its
assignment (as that term is defined in the 1940 Act).
<PAGE>
10. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by a written
instrument signed by the party against which enforcement of the change,
waiver, discharge or termination is sought. No material amendment of
this Agreement shall be effective until approved by vote of the holders
of a majority of the Fund's outstanding voting securities (as defined
in the 1940 Act).
11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. If
any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the
Agreement shall not be affected thereby. This Agreement shall be
binding and shall inure to the benefit of the parties hereto and their
respective successors.
12. Applicable Law. This Agreement shall be construed in accordance with,
and governed by, the laws of the Commonwealth of North Carolina.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
ATTEST: CAPITAL MANAGEMENT INVESTMENT TRUST
By: /s/ C. Lennis Koontz, II By: /s/ J.V. Shields, Jr.
____________________________ __________________________
Title: President Title: Chairman
_________________________ _______________________
ATTEST: CAPITAL MANAGEMENT ASSOCIATES, INC.
By: /s/ C. Lennis Koontz, II By: /s/ Richard B. Thatcher
____________________________ __________________________
Title: Senior Vice President Title: President
_________________________ _______________________
<PAGE>
SCHEDULE A
INVESTMENT ADVISOR'S COMPENSATION SCHEDULE
For the services delineated in the INVESTMENT ADVISORY AGREEMENT and rendered to
the CAPITAL MANAGEMENT MID-CAP FUND, the Advisor shall be compensated monthly,
as of the last day of each month, within five business days of the month end, a
fee based upon the daily average net assets of the Fund according to the
following schedule.
Annual
Net Assets Fee
---------- ------
On the first $100 million 1.00%
On the next $150 million .90%
On the next $250 million .85%
On all assets over $500 million .80%
<PAGE>
SCHEDULE B
INVESTMENT ADVISOR'S COMPENSATION SCHEDULE
For the services delineated in the INVESTMENT ADVISORY AGREEMENT and rendered to
the CAPITAL MANAGEMENT SMALL-CAP FUND, the Advisor shall be compensated monthly,
as of the last day of each month, within five business days of the month end, a
fee based upon the daily average net assets of the Fund according to the
following schedule.
Annual
Net Assets Fee
---------- ------
On the first $100 million 1.00%
On the next $150 million .90%
On the next $250 million .85%
On all assets over $500 million .80%
<PAGE>
SCHEDULE C
INVESTMENT ADVISOR'S COMPENSATION SCHEDULE
For the services delineated in the INVESTMENT ADVISORY AGREEMENT and rendered to
the CAPITAL MANAGEMENT ENERGY FUND, the Advisor shall be compensated monthly, as
of the last day of each month, within five business days of the month end, a fee
based upon the daily average net assets of the Fund according to the following
schedule.
Annual
Net Assets Fee
---------- ------
On the first $100 million 1.00%
On the next $150 million .90%
On the next $250 million .85%
On all assets over $500 million .80%
Exhibit (e): Amended and Restated Distribution Agreement
-----------
AMENDED AND RESTATED
DISTRIBUTION AGREEMENT
This AGREEMENT, dated as of November 10, 1998, is by and between CAPITAL
MANAGEMENT INVESTMENT TRUST, an unincorporated business trust organized under
the laws of The Commonwealth of Massachusetts (the "Trust"), and SHIELDS & CO.,
a New York corporation ("Distributor").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end management investment
company and is so registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue an unlimited number of shares of
beneficial interest ("Shares") representing interests in separate series of
securities and other assets, as identified in Appendix A (each a "Fund"); and
WHEREAS, the Trust offers the Shares of such Funds and has registered the Shares
under the Securities Act of 1933, as amended (the "1933 Act"), pursuant to a
registration statement on Form N-1A (the "Registration Statement"), including a
prospectus (the "Prospectus") and a statement of additional information (the
"Statement of Additional Information"); and
WHEREAS, the Trust has adopted a Plan of Distribution Pursuant to Rule 12b-1
under the 1940 Act (the "Distribution Plan") with respect to Shares of certain
of the Funds, and may enter into related agreements providing for the
distribution of such Shares; and
WHEREAS, Distributor has agreed to act as distributor of the Shares of the Funds
for the period of this Agreement;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
1. Appointment of Distributor.
(a) The Trust hereby appoints Distributor its exclusive agent for the
distribution of the Shares of each Fund in jurisdictions wherein such
Shares may be legally offered for sale; provided, however, that the
Trust in its absolute discretion may issue Shares of each Fund in
connection with (i) the payment or reinvestment of dividends or
distributions; (ii) any merger or consolidation of the Trust or of a
Fund with any other investment company or trust or any personal holding
company, or the acquisition of the assets of any such entity or another
fund of the Trust; or (iii) any offer of exchange permitted by Section
11 of the 1940 Act, or any other applicable provision.
(b) Distributor hereby accepts such appointment as exclusive agent for
the distribution of the Shares of each Fund and agrees that it will
sell the Shares as agent for the Trust at prices determined as
hereinafter provided and on the terms hereinafter set forth, all
according to applicable federal and state laws and regulations and to
the Agreement and Declaration of Trust of the Trust.
(c) Distributor may sell Shares of each Fund to or through qualified
securities dealers or others. Distributor will require each dealer or
other such party to conform to the provisions hereof, the Registration
Statement and the Prospectus and Statement of Additional Information,
and applicable law; and neither Distributor nor any such dealers or
others shall withhold the placing of purchase orders for Shares so as
to make a profit thereby.
<PAGE>
(d) Distributor shall order Shares of each Fund from the Trust only to
the extent that it shall have received purchase orders therefor.
Distributor will not make, or authorize any dealers or others to make:
(i) any short sales of Shares; or (ii) any sales of Shares to any
Trustee or officer of the Trust or to any officer or director of
Distributor or of any corporation or association furnishing investment
advisory, managerial or supervisory services to the Trust, or to any
such corporation or association, unless such sales are made in
accordance with the then current Prospectus and Statement of Additional
Information.
(e) Distributor is not authorized by the Trust to give any information
or make any representations regarding the Shares of any Fund, except
such information or representations as are contained in the
Registration Statement or in the current Prospectus or Statement of
Additional Information of each Fund, or in advertisements and sales
literature prepared by or on behalf of the Trust for Distributor's use.
(f) Notwithstanding any provision hereof, the Trust may terminate,
suspend or withdraw the offering of Shares of any Fund whenever, in its
sole discretion, it deems such action to be desirable.
2. Offering Price of Shares. All Funds Shares sold under this Agreement
shall be sold at the public offering price per Share in effect at the
time of the sale, as described in the then current Prospectus of each
Fund. The excess, if any, of the public offering price over the net
asset value of the Shares sold by Distributor as agent shall be
retained by Distributor as a commission for its services hereunder. Out
of such commission Distributor may allow commissions or concessions to
dealers and may allow them to others in its discretion in such amounts
as Distributor shall determine from time to time. Except as may be
otherwise determined by Distributor from time to time, such commissions
or concessions shall be uniform to all dealers. At no time shall the
Trust receive less than the full net asset value of the Shares,
determined in the manner set forth in the then current Prospectus and
Statement of Additional Information. Distributor shall also be entitled
to such commissions and other fees and payments as may be authorized by
the Trustees of the Trust from time to time under the Distribution
Plan.
3. Furnishing of Information. The Trust shall furnish to Distributor
copies of any information, financial statements and other documents
that Distributor may reasonably request for use in connection with the
sale of Shares of each Fund under this Agreement. The Trust shall also
make available a sufficient number of copies of each Fund's current
Prospectus and Statement of Additional Information for use by the
Distributor.
4. Expenses.
(a) The Trust will pay or cause to be paid the following expenses: (i)
preparation, printing and distribution to shareholders of the
Prospectus and Statement of Additional Information; (ii) preparation,
printing and distribution of reports and other communications to
shareholders; (iii) registration of the Shares under the federal
securities laws; (iv) qualification of the Shares for sale in certain
states; (v) qualification of the Trust as a dealer or broker under
state law as well as qualification of the Trust as an entity authorized
to do business in certain states; (vi) maintaining facilities for the
issue and transfer of Shares; (vii) supplying information, prices and
other data to be furnished by the Trust under this Agreement; and
(viii) certain taxes applicable to the sale or delivery of the Shares
or certificates therefor.
<PAGE>
(b) Except to the extent such expenses are borne by the Trust pursuant
to the Distribution Plan, Distributor will pay or cause to be paid the
following expenses: (i) payments to sales representatives of the
Distributor and to securities dealers and others in respect of the sale
of Shares of each Fund; (ii) payment of compensation to and expenses of
employees of the Distributor and any of its affiliates to the extent
they engage in or support distribution of Funds Shares or render
shareholder support services not otherwise provided by the Trust's
transfer agent, administrator, or custodian, including, but not limited
to, answering routine inquiries regarding a Fund, processing
shareholder transactions, and providing such other shareholder services
as the Trust may reasonably request; (iii) formulation and
implementation of marketing and promotional activities, including, but
not limited to, direct mail promotions and television, radio,
newspaper, magazine and other mass media advertising; (iv) preparation,
printing and distribution of sales literature and of Prospectuses and
Statements of Additional Information and reports of the Trust for
recipients other than existing shareholders of a Fund; and (v)
obtaining such information, analyses and reports with respect to
marketing and promotional activities as the Trust may, from time to
time, reasonably request.
(c) Distributor in connection with the Distribution Plan shall prepare
and deliver reports to the Trustees of the Trust on a regular basis, at
least quarterly, showing the expenditures with respect to each Fund
pursuant to the Distribution Plan and the purposes therefor, as well as
any supplemental reports as the Trustees of the Trust, from time to
time, may reasonably request.
5. Repurchase of Shares. Distributor as agent and for the account of
the Trust may repurchase Shares of each Fund offered for resale to it
and redeem such Shares at their net asset value.
6. Indemnification by the Trust. In absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of Distributor, the Trust agrees to indemnify
Distributor and its officers and partners against any and all claims,
demands, liabilities and expenses that Distributor may incur under the
1933 Act, or common law or otherwise, arising out of or based upon any
alleged untrue statement of a material fact contained in the
Registration Statement or any Prospectus or Statement of Additional
Information of a Fund, or in any advertisements or sales literature
prepared by or on behalf of the Trust for Distributor's use, or any
omission to state a material fact therein, the omission of which makes
any statement contained therein misleading, unless such statement or
omission was made in reliance upon and in conformity with information
furnished to the Trust in connection therewith by or on behalf of
Distributor. Nothing herein contained shall require the Trust to take
any action contrary to any provision of its Agreement and Declaration
of Trust or any applicable statute or regulation.
7. Indemnification by Distributor. Distributor agrees to indemnify the
Trust and its officers and Trustees against any and all claims,
demands, liabilities and expenses which the Trust may incur under the
1933 Act, or common law or otherwise, arising out of or based upon (i)
any alleged untrue statement of a material fact contained in the
Registration Statement or any Prospectus or Statement of Additional
Information of any Fund, or in any advertisements or sales literature
prepared by or on behalf of the Trust for Distributor's use, or any
omission to state a material fact therein, the omission of which makes
any statement contained therein misleading, if such statement or
omission was made in reliance upon and in conformity with information
furnished to the Trust in connection therewith by or on behalf of
Distributor; or (ii) any act or deed of Distributor or its sales
representatives, or securities dealers and others authorized to sell
Funds Shares hereunder, or their sales representatives, that has not
been authorized by the Trust in any Prospectus or Statement of
Additional Information of any Fund or by this Agreement.
<PAGE>
8. Term and Termination.
(a) This Agreement shall become effective on the date indicated above.
Unless terminated as provided in this paragraph, this Agreement shall
continue in effect for one year from its effective date and shall
continue in full force and effect for successive periods of one year
thereafter, but only so long as each such continuance is approved (i)
by either the Trustees of the Trust or by vote of a majority of the
outstanding voting securities (as defined in the 1940 Act) of each Fund
and, in either event, (ii) by vote of a majority of the Trustees of the
Trust who are not parties to this Agreement or interested persons (as
defined in the 1940 Act) of any such party and who have no direct or
indirect financial interest in this Agreement or in the operation of
the Distribution Plan or in any agreement related thereto ("Independent
Trustees"), cast at a meeting called for the purpose of voting on such
approval.
(b) This Agreement may be terminated at any time without the payment of
any penalty by vote of the Trustees of the Trust or a majority of the
Independent Trustees or by vote of a majority of the outstanding voting
securities (as defined in the 1940 Act) of each Fund or by Distributor,
on sixty days' written notice to the other party.
(c) This Agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act).
9. Limitation of Liability. The obligations of the Trust hereunder
shall not be binding upon any of the Trustees, officers or shareholders
of the Trust personally, but shall bind only the assets and property of
the Trust. The term "Capital Management Investment Trust" means and
refers to the Trustees from time to time serving under the Agreement
and Declaration of Trust of the Trust, a copy of which is on file with
the Secretary of the Commonwealth of Massachusetts. The execution and
delivery of this Agreement has been authorized by the Trustees, and
this Agreement has been signed on behalf of the Trust by an authorized
officer of the Trust, acting as such and not individually, and neither
such authorization by such Trustees nor such execution and delivery by
such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but
shall bind only the assets and property of the Trust as provided in the
Agreement and Declaration of Trust.
IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed
as of the date first written above.
CAPITAL MANAGEMENT INVESTMENT TRUST
Attest: /s/ C. Lennis Koontz, II
__________________________
By: /s/ J.V. Shields, Jr.
_____________________________
SHIELDS & COMPANY
Attest: /s/ C. Lennis Koontz, II
__________________________
By: /s/ David V. Shields
_____________________________
<PAGE>
APPENDIX A
November 10, 1999
The Amended and Restated Distribution Agreement between Capital Management
Investment Trust (the "Trust") and Shields & Co. applies to the following series
of the Trust:
o Capital Management Mid-Cap Fund
o Capital Management Small-Cap Fund
o Capital Management Energy Fund
Exhibit (h)(1): Fund Accounting and Compliance Administration Agreement
--------------
FUND ACCOUNTING
AND COMPLIANCE ADMINISTRATION
AGREEMENT
THIS AGREEMENT, made and entered into as of November 10, 1998, by and between
CAPITAL MANAGEMENT INVESTMENT TRUST, a Massachusetts business trust (the
"Trust"), and THE NOTTINGHAM COMPANY, INC., a North Carolina corporation (the
"Administrator").
WHEREAS, the Trust is an open-end management investment company of the series
type which is registered under the Investment Company Act of 1940 (the "1940
Act"); and
WHEREAS, the Administrator is in the business of providing administrative
services to investment companies.
NOW THEREFORE, the Trust and the Administrator do mutually promise and agree as
follows:
1. Employment. The Trust hereby employs Administrator to act as fund
accountant and fund administrator for each series of the Trust (each a
"Fund"). Administrator, at its own expense, shall render the services
and assume the obligations herein set forth subject to being
compensated therefore as herein provided.
2. Delivery of Documents. The Trust has furnished the Administrator with
copies properly certified or authenticated of each of the following:
a) The Trust's Declaration of Trust, as filed with the State of
Massachusetts (such Declaration, as presently in effect and as
it shall from time to time be amended, is herein called the
"Declaration");
b) The Trust's By-Laws (such By-Laws, as presently in effect and
as they shall from time to time be amended, are herein called
the "By-Laws");
c) Resolutions of the Trust's Board of Trustees authorizing the
appointment of the Administrator and approving this Agreement;
and
d) The Trust's Registration Statement on Form N-1A under the 1940
Act and under the Securities Act of 1933 as amended, (the
"1933 Act"), including all exhibits, relating to shares of
beneficial interest of, and containing the Prospectus of, each
Fund of the Trust (herein called the "Shares") as filed with
the Securities and Exchange Commission and all amendments
thereto.
The Trust will furnish the Administrator with copies, properly certified or
authenticated, of all amendments of or supplements to the foregoing.
3. Duties of the Administrator. Subject to the policies and direction of
the Trust's Board of Trustees, the Administrator will provide a
continuous executive management program and day to day supervision for
each of the Trust's Funds. Services to be provided shall be in
accordance with the Trust's organizational and registration documents
as listed in paragraph 2 hereof and with the Prospectus of each Fund of
the Trust. The Administrator further agrees that it:
a) Will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission and will in addition,
conduct its activities under this Agreement in accordance with
regulations of any other Federal and State agencies which may
now or in the future have jurisdiction over its activities;
b) Will maintain, except as may be required to be maintained by
third parties hired by the Trust under Rule 31a-3 of the 1940
Act, the account books and records of the Trust and each Fund
of the Trust as required by Rule 31a-1 of the 1940 Act and
will preserve such records in accordance with Rule 31a-2 of
the 1940 Act;
<PAGE>
c) Will provide, at its expense the necessary non-executive
personnel and data processing equipment and software to
perform the Portfolio Accounting Services, Expense Accrual and
Payment Services, Fund Valuation and Financial Reporting
Services, Tax Accounting Services, Compliance Control
Services, Registration Services, SEC Filing Services, and
Proxy Material Services shown on Exhibit A hereof;
d) Will provide, at its expense, certain executive personnel for
the Trust as may be agreed upon from time to time with the
Board of Trustees; and
e) Will provide all office space and general office equipment
necessary for the activities of the Trust except as may be
provided by third parties pursuant to separate agreements with
the Trust.
Notwithstanding anything contained in this Agreement to the contrary, the
Administrator (including its directors, officers, employees and agents) shall
not be required to perform any of the duties of, assume any of the obligations
or expenses of, or be liable for any of the acts or omissions of, any investment
advisor of a Fund of the Trust or other third party subject to separate
agreements with the Trust. The Administrator shall not be responsible hereunder
for the administration of the Code of Ethics of the Trust which shall be under
the responsibility of the investment advisors, except insofar as the Code of
Ethics applies to the personnel of the Administrator. It is the express intent
of the parties hereto that the Administrator shall not have control over or be
responsible for the placement, investment or reinvestment of the assets of any
Fund of the Trust. The Administrator may from time to time, subject to the
approval of the Trustees, obtain at its own expense the services of consultants
or other third parties to perform part or all of its duties hereunder, and such
parties may be affiliates of the Administrator.
4. Services Not Exclusive. The management and administrative services
furnished by the Administrator hereunder are not to be deemed
exclusive, and the Administrator shall be free to furnish similar
services to others so long as its services under this Agreement are not
impaired thereby.
5. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Administrator hereby agrees that all records
which it maintains for the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records
upon the Trust's request.
6. Expenses. During the term of this Agreement, the Administrator will pay
all expenses incurred by it in connection with the performance of its
obligations under this Agreement.
Notwithstanding the foregoing, the Trust shall pay the expenses and
costs of the following:
a) Taxes;
b) Brokerage fees and commissions with regard to portfolio
transaction of the Funds;
c) Interest charges, fees and expenses of the custodian of the
Funds' portfolio securities;
d) Fees and expenses of the Trust's dividend disbursing and
transfer agent;
e) Fees and expenses of the Trust's fund accounting agent and
administrator, in accordance with paragraph 7 herein;
f) Costs, as may be allocable to and agreed upon in advance by
the Trustees and the Administrator, of all non-executive and
clerical personnel and all data processing equipment and
software in connection with the provision of fund accounting
and recordkeeping services functions as contemplated herein;
g) Auditing and legal expenses of the Trust;
h) Cost of maintenance of the Trust's existence as a legal
entity;
i) Cost of special forms, stationery and telephone services (but
not telephone equipment) for the Trust;
j) Compensation of Independent Trustees who are not interested
persons of the Trust as that term is defined by law;
k) Costs of Trust meetings;
l) Federal and State registration fees and expenses;
m) Costs of setting in type, printing and mailing Prospectuses,
reports and notices to existing shareholders;
<PAGE>
n) The Advisory fees payable to each Funds' Investment Advisor;
o) Direct out-of-pocket costs in connection with Trust
activities, such as the costs of long distance telephone and
wire charges, postage and the printing of special forms and
stationery, copying charges, financial publications used in
connection with Trust activities, etc., and
p) Other actual out-of-pocket expenses of the Administrator as
may be agreed upon in writing from time to time by the
Administrator and the Trustees.
7. Compensation. For the services provided and the expenses assumed by the
Administrator pursuant to this Agreement, the Trust will pay the
Administrator and the Administrator will accept as full compensation
the administrative fees and expenses as set forth on Exhibit B attached
hereto. Special projects, not included herein and requested in writing
by the Trustees, shall be completed by the Administrator and invoiced
to the Trust as mutually agreed upon.
8.(a) Limitation of Liability. The Administrator shall not be liable for
any loss, damage or liability related to or resulting from the
placement, investment or reinvestment of assets in any Fund of the
Trust or the acts or omissions of any Fund's investment advisor or any
other third party subject to separate agreements with the Trust.
Further, the Administrator shall not be liable for any error of
judgment or mistake of law or for any loss or damage suffered by the
Trust in connection with the performance of this Agreement or any
agreement with a third party, except a loss resulting directly from (i)
a breach of fiduciary duty on the part of the Administrator with
respect to the receipt of compensation for services; or (ii) willful
misfeasance, bad faith or gross negligence on the part of the
Administrator in the performance of its duties or from reckless
disregard by it of its duties under this Agreement.
(b) Indemnification of Administrator. Subject to the limitations set forth
in this Subsection 8(b), the Trust shall indemnify, defend and hold
harmless (from the assets of the Fund or Funds to which the conduct in
question relates) the Administrator against all loss, damage and
liability, including but not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and expenses,
including reasonable accountants' and counsel fees, incurred by the
Administrator in connection with the defense or disposition of any
action, suit or other proceeding, whether civil or criminal, before any
court or administrative or legislative body, related to or resulting
from this Agreement or the performance of services hereunder, except
with respect to any matter as to which it has been determined that the
loss, damage or liability is a direct result of (i) a breach of
fiduciary duty on the part of the Administrator with respect to the
receipt of compensation for services; or (ii) willful misfeasance, bad
faith or gross negligence on the part of the Administrator in the
performance of its duties or from reckless disregard by it of its
duties under this Agreement (either and both of the conduct described
in clauses (i) and (ii) above being referred to hereinafter as
"Disabling Conduct"). A determination that the Administrator is
entitled to indemnification may be made by (i) a final decision on the
merits by a court or other body before whom the proceeding was brought
that the Administrator was not liable by reason of Disabling Conduct,
(ii) dismissal of a court action or an administrative proceeding
against the Administrator for insufficiency of evidence of Disabling
Conduct, or (iii) a reasonable determination, based upon a review of
the facts, that the Administrator was not liable by reason of Disabling
Conduct by, (a) vote of a majority of a quorum of Trustees who are
neither "interested persons" of the Trust as the quoted phrase is
defined in Section 2(a)(19) of the 1940 Act nor parties to the action,
suit or other proceeding on the same or similar grounds that is then or
has been pending or threatened (such quorum of such Trustees being
referred to hereinafter as the "Independent Trustees"), or (b) an
independent legal counsel in a written opinion. Expenses, including
accountants' and counsel fees so incurred by the Administrator (but
excluding amounts paid in satisfaction of judgments, in compromise or
as fines or penalties), shall be paid from time to time by the Fund or
Funds to which the conduct in question related in advance of the final
disposition of any such action, suit or proceeding; provided, that the
Administrator shall have undertaken to repay the amounts so paid unless
it is ultimately determined that it is entitled to indemnification of
such expenses under this Subsection 8(b) and if (i) the Administrator
shall have provided security for such undertaking, (ii) the Trust shall
be insured against losses arising by reason of any lawful advances, or
(iii) a majority of the Independent Trustees, or an independent legal
counsel in a written opinion, shall have determined, based on a review
of readily available facts (as opposed to a full trial-type inquiry),
that there is reason to believe that the Administrator ultimately will
be entitled to indemnification hereunder.
As to any matter disposed of by a compromise payment by the
Administrator referred to in this Subsection 8(b), pursuant to a
consent decree or otherwise, no such indemnification either for said
payment or for any other expenses shall be provided unless such
indemnification shall be approved (i) by a majority of the Independent
Trustees or (ii) by an independent legal counsel in a written opinion.
Approval by the Independent Trustees pursuant to clause (i) shall not
prevent the recovery from the Administrator of any amount paid to the
Administrator in accordance with either of such clauses as
indemnification of the Administrator is subsequently adjudicated by a
court of competent jurisdiction not to have acted in good faith in the
reasonable belief that the Administrator's action was in or not opposed
to the best interests of the Trust or to have been liable to the Trust
or its Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in its conduct
under the Agreement.
The right of indemnification provided by this Subsection 8(b) shall not
be exclusive of or affect any of the rights to which the Administrator
may be entitled. Nothing contained in this Subsection 8(b) shall affect
any rights to indemnification to which Trustees, officers or other
personnel of the Trust, and other persons may be entitled by contract
or otherwise under law, nor the power of the Trust to purchase and
maintain liability insurance on behalf of any such person.
The Board of Trustees of the Trust shall take all such action as may be
necessary and appropriate to authorize the Trust hereunder to pay the
indemnification required by this Subsection 8(b) including, without
limitation, to the extent needed, to determine whether the
Administrator is entitled to indemnification hereunder and the
reasonable amount of any indemnity due it hereunder, or employ
independent legal counsel for that purpose.
8.(c) The provisions contained in Section 8 shall survive the expiration or
other termination of this Agreement, shall be deemed to include and
protect the Administrator and its directors, officers, employees and
agents and shall inure to the benefit of its/their respective
successors, assigns and personal representatives.
<PAGE>
9. Duration and Termination. This Agreement shall become effective as of
the date hereof and shall thereafter continue in effect unless
terminated as herein provided. This Agreement may be terminated by
either party hereto (without penalty) at any time by giving not less
than 60 days' prior written notice to the other party hereto. Upon
termination of this Agreement, the Trust shall pay to the Administrator
such compensation as may be due as of the date of such termination, and
shall likewise reimburse the Administrator for any out-of-pocket
expenses and disbursements reasonably incurred by the Administrator to
such date.
10. Amendment. This Agreement may be amended by mutual written consent of
the parties. If, at any time during the existence of this Agreement,
the Trust deems it necessary or advisable in the best interests of the
Trust that any amendment of this Agreement be made in order to comply
with the recommendations or requirements of the Securities and Exchange
Commission or state regulatory agencies or other governmental
authority, or to obtain any advantage under state or federal laws, and
shall notify the Administrator of the form of Amendment which it deems
necessary or advisable and the reasons therefor, and if the
Administrator declines to assent to such amendment, the Trust may
terminate this Agreement forthwith.
11. Notice. Any notice that is required to be given by the parties to each
other under the terms of this Agreement shall be in writing, addressed
or delivered, or mailed postpaid to the other party at the principal
place of business of such party.
12. Construction. This Agreement shall be governed and enforced in
accordance with the laws of the State of North Carolina. If any
provision of this Agreement, or portion thereof, shall be determined to
be void or unenforceable by any court of competent jurisdiction, then
such determination shall not affect any other provision of this
Agreement, or portion thereof, all of which other provisions and
portions thereof shall remain in full force and effect. If any
provision of this Agreement, or portion thereof, is capable of two
interpretations, one of which would render the provision, or portion
thereof, void and the other of which would render the provision, or
portion thereof, valid, then the provision, or portion thereof, shall
have the meaning which renders it valid.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their duly authorized officers effective as of the date indicated above.
CAPITAL MANAGEMENT INVESTMENT TRUST
By: /s/ Anthony Walton
_____________________________ (SEAL)
THE NOTTINGHAM COMPANY, INC.
By: /s/ Frank P. Meadows, III
_____________________________ (SEAL)
<PAGE>
Exhibit A
---------
FUND ACCOUNTING AND RECORDKEEPING SERVICES
Portfolio Accounting Services:
- -----------------------------
(1) Maintain portfolio records using security trade information
communicated from the investment manager on a timely basis.
(2) For each valuation date, obtain prices from a pricing source approved
by the Board of Trustees and apply those prices to the portfolio
positions. For those securities where market quotations are not readily
available, the Board of Trustees shall approve, in good faith, the
method for determining the fair market value for such securities.
(3) Identify interest and dividend accrual balances as of each valuation
date
(4) Determine gain/loss on security sales. Account for periodic
distributions of gain to shareholders and maintain undistributed gain
or loss balances as of each valuation date.
Expense Accrual and Payment Services:
- ------------------------------------
(5) For each valuation date, calculate the expense accrual amounts as
directed by the Trust as to methodology, rate, or dollar amount.
(6) Issue payments for Fund expenses upon receipt of funds from the Trust's
Custodian.
(7) Account for Fund expenditures and maintain expense accrual balances at
the level of accounting detail specified by the Fund.
(8) Support periodic expense accrual review, i.e., comparison of actual
expense activity versus accrual amounts.
(9) Provide expense accrual and payment reporting.
Fund Valuation and Financial Reporting Services:
- -----------------------------------------------
(10) Account for Fund share purchases, sales, exchanges, transfers, dividend
reinvestments, and other Fund share activity, for each of the Funds, as
reported by the Trust on a timely basis.
(11) Determine net investment income (earnings) for each of the Funds as of
each valuation date. Account for periodic distributions of earnings to
shareholders and maintain undistributed net investment income balances
as of each valuation date.
(12) Maintain a general ledger for each of the Funds in the form defined by
the Trust and assist in producing a set of financial statements as may
be agreed upon from time to time as of each valuation date.
(13) For each day the Funds are opened as defined in the prospectuses,
determine the net asset value of each of the Funds according to the
accounting policies and procedures set forth in the prospectuses.
(14) Calculate per share net asset value, per share net earnings, and other
per share amounts reflective of fund operation at such time as required
by the nature and characteristics of the Funds. Perform the
calculations using the number of shares outstanding reported by the
Trust to be applicable at the time of calculation.
(15) Communicate, at an agreed upon time, the per share price for each
valuation date to parties as agreed upon from time to time.
(16) Prepare monthly reports which document the adequacy of accounting
detail to support month-end ledger balances.
Tax Accounting Services:
- -----------------------
(17) Maintain tax accounting records for each of the Funds' investment
portfolios so as to support tax reporting required for IRS defined
regulated investment companies.
(18) Maintain tax lot detail for the investment portfolio.
(19) Calculate taxable gain/loss on security sales using the tax cost basis
defined for each Fund.
(20) Report the taxable components of income and capital gains distributions
to the Trust to support tax reporting to the shareholders.
<PAGE>
Compliance Control Services:
- ---------------------------
(21) Maintain accounting records to support compliance monitoring by the
Trust.
(22) Support reporting to regulatory bodies and support financial statement
preparation by making the Fund accounting records available to the
Trust, the Securities and Exchange Commission, and the outside
auditors.
(23) Maintain accounting records according to the Investment Company Act of
1940 and regulations provided thereunder.
Registration Services
- ---------------------
(24) Assist in the preparation of all reports and filings required to
maintain the registration and qualification of the Fund and its shares
under federal and state securities laws, including the annual amendment
to its Registration Statement on From N-1A containing an updated
Prospectus and Statement of Additional Information.
SEC Filing Services
- -------------------
(25) Assist in the preparation of periodic SEC filings, including Form
N-SAR, annual and semi-annual shareholder reports, other shareholder
reports, and fidelity bond amendments but not including preparation and
filing of any sales literature and preparation of President's letter
contained in shareholder reports.
Proxy Material Services
- -----------------------
(26) Assist in the preparation of any proxy material and related shareholder
meetings and records.
<PAGE>
Exhibit B
---------
ADMINISTRATOR'S COMPENSATION SCHEDULE
For the services delineated in the FUND ACCOUNTING AND COMPLIANCE ADMINISTRATION
AGREEMENT, the Administrator shall be compensated monthly, as of the last day of
each month, within five business days of the month end, a base fee plus a fee
based upon net assets according to the following schedule. The fee is calculated
based upon the average daily net assets of each Fund:
Base fee: $2,250 per month
--------
Class Fee: $ 750 per month for each additional Class
---------
Asset based fee:
---------------
Annual
Net Assets Fee
---------- ------
On the first $50 million 0.125%
On the next $50 million 0.100%
On all assets over $100 million 0.075%
Securities pricing
------------------
$0.20 per equity per pricing day priced
$0.70 per foreign security per pricing day
$0.20 per U.S. Treasury
$1.00 per asset backed security per pricing day
$0.40 per corporate bond per pricing day
$2.00 per equity per month for corporate action
Blue Sky administration
-----------------------
$150 per registration per state per year
Minimum Aggregate Fee
---------------------
Minimum aggregate fee of $4,000 per fund per month for all fees paid to
the Administrator (excluding securities pricing and blue sky
administration), analyzed monthly.
Exhibit (h)(2): Dividend Disbursing and Transfer Agent Agreement
--------------
DIVIDEND DISBURSING
AND TRANSFER AGENT
AGREEMENT
THIS AGREEMENT, made and entered into as of November 10, 1998, by and
between CAPITAL MANAGEMENT INVESTMENT TRUST, a Massachusetts business
trust (the "Trust"), and NC SHAREHOLDER SERVICES, LLC, a North Carolina
limited liability company (the "Transfer Agent").
WHEREAS, the Trust is an open-end management investment company of the series
type which is registered under the Investment Company Act of 1940 (the "1940
Act"); and
WHEREAS, the Transfer Agent is in the business of providing dividend disbursing,
transfer agent, and shareholder services to investment companies.
NOW THEREFORE, the Trust and the Transfer Agent do mutually promise and agree as
follows:
1. Employment. The Trust hereby employs Transfer Agent to act as dividend
disbursing and transfer agent for each series of the Trust (each a
"Fund"). Transfer Agent, at its own expense, shall render the services
and assume the obligations herein set forth subject to being
compensated therefore as herein provided.
2. Delivery of Documents. The Trust has furnished the Transfer Agent with
copies properly certified or authenticated of each of the following:
a) The Trust's Declaration of Trust, as filed with the State of
Massachusetts (such Declaration, as presently in effect and as
it shall from time to time be amended, is herein called the
"Declaration");
b) The Trust's By-Laws (such By-Laws, as presently in effect and
as they shall from time to time be amended, are herein called
the "By-Laws");
c) Resolutions of the Trust's Board of Trustees authorizing the
appointment of the Transfer Agent and approving this
Agreement; and
d) The Trust's Registration Statement on Form N-1A under the 1940
Act and under the Securities Act of 1933 as amended, (the
"1933 Act"), including all exhibits, relating to shares of
beneficial interest of, and containing the Prospectus of, each
Fund of the Trust (herein called the "Shares") as filed with
the Securities and Exchange Commission and all amendments
thereto.
The Trust will furnish the Transfer Agent with copies, properly certified or
authenticated, of all amendments of or supplements to the foregoing.
3. Duties of the Transfer Agent. Subject to the policies and direction of
the Trust's Board of Trustees, the Transfer Agent will provide day to
day supervision for the dividend disbursing, transfer agent, and
shareholder servicing operations of each of the Trust's Funds. Services
to be provided shall be in accordance with the Trust's organizational
and registration documents as listed in paragraph 2 hereof and with the
Prospectus of each Fund of the Trust. The Transfer Agent further agrees
that it:
a) Will conform with all applicable rules and regulations of the
Securities and Exchange Commission and will, in addition,
conduct its activities under this Agreement in accordance with
regulations of any other federal and state agency which may
now or in the future have jurisdiction over its activities.
b) Will provide, at its expense the non-executive personnel and
data processing equipment and software necessary to perform
the Shareholder Servicing functions shown on Exhibit A hereof;
and
c) Will provide all office space and general office equipment
necessary for the dividend disbursing, transfer agent, and
shareholder servicing activities of the Trust except as may be
provided by third parties pursuant to separate agreements with
the Trust.
<PAGE>
Notwithstanding anything contained in this Agreement to the contrary,
the Transfer Agent (including its directors, officers, employees and
agents) shall not be required to perform any of the duties of, assume
any of the obligations or expenses of, or be liable for any of the acts
or omissions of, any investment advisor of a Fund of the Trust or other
third party subject to separate agreements with the Trust. The Transfer
Agent shall not be responsible hereunder for the administration of the
Code of Ethics of the Trust which shall be under the responsibility of
the investment advisors, except insofar as the Code of Ethics applies
to the personnel of the Transfer Agent. It is the express intent of the
parties hereto that the Transfer Agent shall not have control over or
be responsible for the placement (except as specifically directed by a
Shareholder of the Trust), investment or reinvestment of the assets of
any Fund of the Trust. The Transfer Agent may from time to time,
subject to the approval of the Trustees, obtain at its own expense the
services of consultants or other third parties to perform part or all
of its duties hereunder, and such parties may be affiliates of the
Transfer Agent.
4. Services Not Exclusive. The services furnished by the Transfer Agent
hereunder are not to be deemed exclusive, and the Transfer Agent shall
be free to furnish similar services to others so long as its services
under this Agreement are not impaired thereby.
5. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Transfer Agent hereby agrees that all records
which it maintains for the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records
upon the Trust's request.
6. Expenses. During the term of this Agreement, the Transfer Agent will
pay all expenses incurred by it in connection with the performance of
its obligations under this Agreement.
7. Compensation. For the services provided and the expenses assumed by the
Transfer Agent pursuant to this Agreement, the Trust will pay the
Transfer Agent and the Transfer Agent will accept as full compensation
the fees and expenses as set forth on Exhibit B attached hereto.
Special projects, not included herein and requested in writing by the
Trustees, shall be completed by the Transfer Agent and invoiced to the
Trust as mutually agreed upon.
8.(a) Limitation of Liability. The Transfer Agent shall not be liable for any
loss, damage or liability related to or resulting from the placement
(except as specifically directed by a Shareholder of the Trust),
investment or reinvestment of assets in any Fund of the Trust or the
acts or omissions of any Fund's investment advisor or any other third
party subject to separate agreements with the Trust. Further, the
Transfer Agent shall not be liable for any error of judgment or mistake
of law or for any loss or damage suffered by the Trust in connection
with the performance of this Agreement or any agreement with a third
party, except a loss resulting directly from (i) a breach of fiduciary
duty on the part of the Transfer Agent with respect to the receipt of
compensation for services; or (ii) willful misfeasance, bad faith or
gross negligence on the part of the Transfer Agent in the performance
of its duties or from reckless disregard by it of its duties under this
Agreement.
<PAGE>
8.(b) Indemnification of Transfer Agent. Subject to the limitations set forth
in this Subsection 8(b), the Trust shall indemnify, defend and hold
harmless (from the assets of the Fund or Funds to which the conduct in
question relates) the Transfer Agent against all loss, damage and
liability, including but not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and expenses,
including reasonable accountants' and counsel fees, incurred by the
Transfer Agent in connection with the defense or disposition of any
action, suit or other proceeding, whether civil or criminal, before any
court or administrative or legislative body, related to or resulting
from this Agreement or the performance of services hereunder, except
with respect to any matter as to which it has been determined that the
loss, damage or liability is a direct result of (i) a breach of
fiduciary duty on the part of the Transfer Agent with respect to the
receipt of compensation for services; or (ii) willful misfeasance, bad
faith or gross negligence on the part of the Transfer Agent in the
performance of its duties or from reckless disregard by it of its
duties under this Agreement (either and both of the conduct described
in clauses (i) and (ii) above being referred to hereinafter as
"Disabling Conduct"). A determination that the Transfer Agent is
entitled to indemnification may be made by (i) a final decision on the
merits by a court or other body before whom the proceeding was brought
that the Transfer Agent was not liable by reason of Disabling Conduct,
(ii) dismissal of a court action or an administrative proceeding
against the Transfer Agent for insufficiency of evidence of Disabling
Conduct, or (iii) a reasonable determination, based upon a review of
the facts, that the Transfer Agent was not liable by reason of
Disabling Conduct by, (a) vote of a majority of a quorum of Trustees
who are neither "interested persons" of the Trust as the quoted phrase
is defined in Section 2(a)(19) of the 1940 Act nor parties to the
action, suit or other proceeding on the same or similar grounds that is
then or has been pending or threatened (such quorum of such Trustees
being referred to hereinafter as the "Independent Trustees"), or (b) an
independent legal counsel in a written opinion. Expenses, including
accountants' and counsel fees so incurred by the Transfer Agent (but
excluding amounts paid in satisfaction of judgments, in compromise or
as fines or penalties), shall be paid from time to time by the Fund or
Funds to which the conduct in question related in advance of the final
disposition of any such action, suit or proceeding; provided, that the
Transfer Agent shall have undertaken to repay the amounts so paid
unless it is ultimately determined that it is entitled to
indemnification of such expenses under this Subsection 8(b) and if (i)
the Transfer Agent shall have provided security for such undertaking,
(ii) the Trust shall be insured against losses arising by reason of any
lawful advances, or (iii) a majority of the Independent Trustees, or an
independent legal counsel in a written opinion, shall have determined,
based on a review of readily available facts (as opposed to a full
trial-type inquiry), that there is reason to believe that the Transfer
Agent ultimately will be entitled to indemnification hereunder.
As to any matter disposed of by a compromise payment by the Transfer
Agent referred to in this Subsection 8(b), pursuant to a consent decree
or otherwise, no such indemnification either for said payment or for
any other expenses shall be provided unless such indemnification shall
be approved (i) by a majority of the Independent Trustees or (ii) by an
independent legal counsel in a written opinion. Approval by the
Independent Trustees pursuant to clause (i) shall not prevent the
recovery from the Transfer Agent of any amount paid to the Transfer
Agent in accordance with either of such clauses as indemnification of
the Transfer Agent is subsequently adjudicated by a court of competent
jurisdiction not to have acted in good faith in the reasonable belief
that the Transfer Agent's action was in or not opposed to the best
interests of the Trust or to have been liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in its conduct
under the Agreement.
<PAGE>
The right of indemnification provided by this Subsection 8(b) shall not
be exclusive of or affect any of the rights to which the Transfer Agent
may be entitled. Nothing contained in this Subsection 8(b) shall affect
any rights to indemnification to which Trustees, officers or other
personnel of the Trust, and other persons may be entitled by contract
or otherwise under law, nor the power of the Trust to purchase and
maintain liability insurance on behalf of any such person.
The Board of Trustees of the Trust shall take all such action as may be
necessary and appropriate to authorize the Trust hereunder to pay the
indemnification required by this Subsection 8(b) including, without
limitation, to the extent needed, to determine whether the Transfer
Agent is entitled to indemnification hereunder and the reasonable
amount of any indemnity due it hereunder, or employ independent legal
counsel for that purpose.
The provisions contained in Section 8 shall survive the expiration or
other termination of this Agreement, shall be deemed to include and
protect the Transfer Agent and its directors, officers, employees and
agents and shall inure to the benefit of its/their respective
successors, assigns and personal representatives.
9. Duration and Termination. This Agreement shall become effective as of
the date hereof and shall thereafter continue in effect unless
terminated as herein provided. This Agreement may be terminated by
either party hereto (without penalty) at any time by giving not less
than 60 days' prior written notice to the other party hereto. Upon
termination of this Agreement, the Trust shall pay to NCSS such
compensation as may be due as of the date of such termination, and
shall likewise reimburse NCSS for any out-of-pocket expenses and
disbursements reasonably incurred by NCSS to such date.
10. Amendment. This Agreement may be amended by mutual written consent of
the parties. If, at any time during the existence of this Agreement,
the Trust deems it necessary or advisable in the best interests of the
Trust that any amendment of this Agreement be made in order to comply
with the recommendations or requirements of the Securities and Exchange
Commission or state regulatory agencies or other governmental
authority, or to obtain any advantage under state or federal laws, and
shall notify the Transfer Agent of the form of Amendment which it deems
necessary or advisable and the reasons therefor, and if the Transfer
Agent declines to assent to such amendment, the Trust may terminate
this Agreement forthwith.
11. Notice. Any notice that is required to be given by the parties to each
other under the terms of this Agreement shall be in writing, addressed
or delivered, or mailed postpaid to the other party at the principal
place of business of such party.
12. Construction. This Agreement shall be governed and enforced in
accordance with the laws of the State of North Carolina. If any
provision of this Agreement, or portion thereof, shall be determined to
be void or unenforceable by any court of competent jurisdiction, then
such determination shall not affect any other provision of this
Agreement, or portion thereof, all of which other provisions and
portions thereof shall remain in full force and effect. If any
provision of this Agreement, or portion thereof, is capable of two
interpretations, one of which would render the provision, or portion
thereof, void and the other of which would render the provision, or
portion thereof, valid, then the provision, or portion thereof, shall
have the meaning which renders it valid.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their duly authorized officers effective as of the date indicated above.
CAPITAL MANAGEMENT INVESTMENT TRUST
By: /s/ Anthony Walton
_____________________________ (SEAL)
NC SHAREHOLDER SERVICES, LLC
By: /s/ John D. Marriott
_____________________________ (SEAL)
<PAGE>
Exhibit A
---------
SHAREHOLDER SERVICING FUNCTIONS
(1) Process new accounts.
(2) Process purchases, both initial and subsequent in accordance with
conditions set forth in the Fund's prospectus.
(3) Transfer shares of capital stock to an existing account or to a new
account upon receipt of required documentation in good order.
(4) Distribute dividends and/or capital gain distributions. This includes
disbursement as cash or reinvestment and to change the disbursement
option at the request of shareholders.
(5) Process exchanges between funds, (process and direct purchase/redemption
and initiate new account or process to existing account).
(6) Make miscellaneous changes to records, including, but not necessarily
limited to, address changes and changes in plans (such as systematic
withdrawal, dividend reinvestment, etc.).
(7) Prepare and mail a year-to-date confirmation and statement as each
transaction is recorded in a shareholder account as follows: original to
shareholder. Duplicate confirmations to be available on request within
current year.
(8) Handle telephone calls and correspondence in reply to shareholder
requests except those items otherwise set forth herein.
(9) Daily control and reconciliation of Fund shares.
(10) Prepare address labels or confirmations for four reports to shareholders
per year.
(11) Mail and tabulate proxies for one Meeting of Shareholders annually,
including preparation of certified shareholder list and daily report to
Fund management, if required.
(12) Prepare and mail annual Form 1099, Form W-2P and 5498 to shareholders to
whom dividends or distributions are paid, with a copy for the IRS.
(13) Provide readily obtainable data which may from time to time be requested
for audit purposes.
(14) Replace lost or destroyed checks.
(15) Continuously maintain all records for active and closed accounts
according to the Investment Company Act of 1940 and regulations provided
thereunder.
(16) Furnish shareholder data information for a current calendar year in
connection with IRA and Keogh Plans in a format suitable for mailing to
shareholders.
<PAGE>
Exhibit B
---------
TRANSFER AGENT'S COMPENSATION SCHEDULE
For the services delineated in the DIVIDEND DISBURSING AND TRANSFER AGENT
AGREEMENT, the Transfer Agent shall be compensated monthly, as of the last day
of each month, within five business days of the month end, a fee calculated
based upon 1/12 of the annual fee calculated using the then current number of
shareholders:
Shareholder servicing fee
-------------------------
$15.00 per shareholder per year; minimum fee of $750 per month
Exhibit 11
INDEPENDENT AUDITORS' CONSENT
To the Board of Trustees of Capital Management Investment Trust and Shareholders
of the Capital Management Mid-Cap Fund:
We consent to the incorporation by reference in Post-Effective Amendment No. 7
to Registration Statement (No. 33-85242) of the Capital Management Mid-Cap Fund
of our report dated December 18, 1998, appearing in the Prospectus, which is
incorporated by reference in such Registration Statement, and to the reference
to us under the heading "Financial Highlights" in such Prospectus.
/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania
January 28, 1999
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000931491
<NAME> Capital Managment Investment Trust
<SERIES>
<NUMBER> 1
<NAME> Institutional
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-END> NOV-30-1998
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 5,860,239
<INVESTMENTS-AT-VALUE> 6,358,195
<RECEIVABLES> 161,029
<ASSETS-OTHER> 199,053
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 6,718,277
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 21,859
<TOTAL-LIABILITIES> 21,859
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 6,287,488
<SHARES-COMMON-STOCK> 346,974
<SHARES-COMMON-PRIOR> 291,833
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (89,026)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 497,956
<NET-ASSETS> 6,696,418
<DIVIDEND-INCOME> 124,030
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 127,446
<NET-INVESTMENT-INCOME> (3,416)
<REALIZED-GAINS-CURRENT> (70,827)
<APPREC-INCREASE-CURRENT> (795,106)
<NET-CHANGE-FROM-OPS> (869,349)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 678,656
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 18,735
<NUMBER-OF-SHARES-REDEEMED> 4,650
<SHARES-REINVESTED> 41,056
<NET-CHANGE-IN-ASSETS> (488,940)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 732,116
<OVERDISTRIB-NII-PRIOR> 5,509
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 74,249
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 208,931
<AVERAGE-NET-ASSETS> 5,281,181
<PER-SHARE-NAV-BEGIN> 18.2
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<TABLE> <S> <C>
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<CIK> 0000931491
<NAME> Capital Managment Investment Trust
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<NAME> Investor
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