SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
( ) Confidential, for Use of the Commission Only (as permitted by Rule
14c-6(e)(2))
________________________________________________________________________________
Capital Management Investment Trust
________________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
(X) No fee required.
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined.):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
( ) Fee paid with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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CAPITAL MANAGEMENT INVESTMENT TRUST
Capital Management Mid-Cap Fund
Capital Management Small-Cap Fund
105 North Washington Street
Post Office Box 69
Rocky Mount, North Carolina 27801-0069
March 31, 2000
Dear Shareholder:
Capital Management Investment Trust (the "Trust") and the Board of Trustees of
the Trust are asking each shareholder to vote on the approval of an Amended and
Restated Plan of Distribution Pursuant to Rule 12b-1 (the "Proposed 12b-1 Plan")
for the Investor Shares of the Capital Management Mid-Cap Fund and the Capital
Management Small-Cap Fund (collectively, the "Funds"). Because the previous
Amended and Restated Plan of Distribution Pursuant to Rule 12b-1 (the "Previous
12b-1 Plan") expired on November 10, 1999, it is necessary for you to approve
the Proposed 12b-1 Plan to continue a distribution plan for the Funds. As you
review the attached materials, please keep in mind that the Proposed 12b-1 Plan
is essentially the same as the Funds' Previous 12b-1 Plan and will not result in
an increase in the fees payable by the Funds and their shareholders. As a result
of the approval of the Proposed 12b-1 Plan, a distribution plan will be
reinstated at the previous annual rate of 0.75% of each of the Fund's Investor
Shares' average daily net assets. The continuation of a distribution plan will
allow the Funds to continue to market the Funds to investors in a variety of
places. The Trust and the Board of Trustees of the Trust are also asking each
shareholder to vote on the approval of the reimbursement of such expenses at the
rate of 0.75% of the Funds' Investor Shares' average daily net assets from the
time the Previous 12b-1 Plan expired, November 10, 1999, until pending approval
of the Proposed 12b-1 Plan, April 27, 2000.
THE BOARD OF TRUSTEES, INCLUDING THE TRUST'S INDEPENDENT TRUSTEES, HAS APPROVED
THE PROPOSALS AND RECOMMENDS THEM FOR YOUR APPROVAL.
If you have any questions about the proposals, please feel free to call me
directly at (212) 320-2033.
Sincerely,
/s/ Joseph A. Zock
Joseph A. Zock
President
Capital Management Associates, Inc.
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CAPITAL MANAGEMENT INVESTMENT TRUST
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the shareholders of the Capital Management Mid-Cap Fund and the Capital
Management Small-Cap Fund:
A special meeting of the shareholders of the Capital Management Mid-Cap Fund
Investor Shares and the Capital Management Small-Cap Fund Investor Shares
(collectively, the "Funds"), each a series of the Capital Management Investment
Trust (the "Trust"), will be held at the offices of NC Shareholder Services (the
Trust's Dividend Disbursing and Transfer Agent), 107 North Washington Street,
Rocky Mount, North Carolina, on Thursday, April 27, 2000, at 10:00 a.m. for the
purposes of:
1. Approving an Amended and Restated Plan of Distribution Pursuant to Rule
12b-1 for the Funds' Investor Shares;
2. Approving the reimbursement of Rule 12b-1 fees for the period November 10,
1999 to April 27, 2000; and
3. Transacting such other business as may properly come before the meeting.
Shareholders of record at the close of business on January 31, 2000 are entitled
to vote at the meeting.
For the Board of Trustees,
/s/ C. Frank Watson, III
C. Frank Watson, III
Secretary
March 31, 2000
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* * * YOUR VOTE IS IMPORTANT * * *
PLEASE SIGN AND MAIL THE ENCLOSED PROXY CARD
PROXY STATEMENT
The Board of Trustees of the Capital Management Investment Trust (the "Trust")
is soliciting proxies from the shareholders of the Capital Management Mid-Cap
Fund Investor Shares and the Capital Management Small-Cap Fund Investor Shares
(collectively, the "Funds") for use at a special meeting of shareholders to be
held April 27, 2000, and at any adjournment of that meeting. A proxy may be
revoked at any time before it is voted, either in person or by written notice to
the Trust or by delivery of a later-dated proxy.
Shareholders of record of the Trust at the close of business on January 31, 2000
(the "Record Date") are entitled to participate in the meeting and to cast one
vote for each share held. As of the Record Date, the Capital Management Mid-Cap
Fund had 63,194.702 shares of beneficial interest outstanding of the Investor
Shares. As of the Record Date, the Capital Management Small-Cap Fund had
5,264.212 shares of beneficial interest outstanding of the Investor Shares. The
Funds are the only existing series of the Trust. This proxy statement is first
being mailed to shareholders on or about March 31, 2000. Any shareholder who
desires a copy of the previously mailed Annual Report may obtain it upon
request, without charge, by writing or calling the Trust as indicated below:
Capital Management Mid-Cap Fund - OR - Capital Management Small-Cap Fund
(Please specify)
c/o NC Shareholder Services, LLC
107 North Washington Street
Post Office Box 4365
Rocky Mount, North Carolina 27803-0365
Toll-Free Telephone: (888) 626-3863
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INTRODUCTION
Capital Management Associates, Inc. ("CMA"), 140 Broadway, New York, New York
10005, is the investment advisor for the Funds. Shields and Company (the
"Distributor"), 140 Broadway, New York, New York 10005, is the Fund's
distributor. The Nottingham Company, 105 North Washington Street, Post Office
Box 69, Rocky Mount, North Carolina 27801-0069, is the Fund's administrator.
This proxy statement is furnished in connection with the solicitation by the
Board of Trustees (the "Board") of the Capital Management Investment Trust with
respect to the Capital Management Mid-Cap Fund and the Capital Management
Small-Cap Fund, each a series of the Trust, of proxies to be voted at the
Special Meeting of Shareholders (the "Meeting") of the Funds to be held at the
offices of NC Shareholder Services on April 27, 2000 at 10:00 a.m., and at any
adjournments thereof, for the purposes set forth in the accompanying Notice of
Special Meeting of Shareholders. Any such adjournment will require the
affirmative vote of a majority of the shares present in person or by proxy to be
voted at the Meeting. The persons named as proxies will vote in favor of any
such adjournment those proxies that instruct them to vote in favor of the
proposals. Conversely, they will vote against any such adjournment any proxies
that instruct them to vote against the proposals.
The Meeting is called for the purpose of approving the Amended and Restated Plan
of Distribution Pursuant to Rule 12b-1 (the "Proposed 12b-1 Plan") and approving
the reimbursement of Rule 12b-1 fees for the period November 10, 1999 to April
27, 2000 for the Funds' Investor Shares. Both of the proposals must be approved
by the lesser of (i) a majority of the outstanding Investor Shares of the Funds
or (ii) 67% of the Investor Shares of the Funds voting at the Meeting if a
majority of shares are present in person or by proxy (a "Majority Vote"). A
majority of shares must be present in person or by proxy to have a quorum to
conduct business.
All properly executed proxies received prior to the Meeting will be voted at the
Meeting in accordance with the instructions marked thereon or otherwise as
provided therein. Unless instructions to the contrary are marked, shares
represented by the proxies will be voted "FOR" both of the proposals.
Abstentions will be counted as present for the purpose of determining whether a
quorum is present; however, abstentions will not be counted as a vote "FOR" the
proposals. Broker non-votes will be counted in favor of the Proposed 12b-1 Plan
and reimbursement of the Rule 12b-1 fees. Any proxy may be revoked at any time
prior to the exercise thereof by submitting another proxy bearing a later date
or by giving written notice to the Secretary of the Fund at the applicable
address indicated above or by voting in person at the Meeting.
1. APPROVAL OF AMENDED AND RESTATED DISTRIBUTION PLAN PURSUANT TO RULE 12b-1
As a result of an inadvertent failure of the Board to renew the 12b-1 Plan
("Previous 12b-1 Plan") under which the Funds used a portion of their assets to
pay for, among other things, the promotion and distribution of the Funds'
Investor Shares, the Previous 12b-1 Plan terminated on November 10, 1999.
Accordingly, pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
amended ("1940 Act"), shareholders are required to approve the Proposed 12b-1
Plan.
On January 5, 2000, the Board of Trustees, including a majority of the Trustees
who are not interested persons of the Trust and have no direct or indirect
financial interest in the operation of the Proposed 12b-1 Plan or any agreement
related thereto ("Rule 12b-1 Trustees"), approved, having found that a Rule
12b-1 Plan would be in the best interest of the Funds and their shareholders,
approved the Proposed 12b-1 Plan. The following discussion is qualified in its
entirety by reference to the form of the Proposed 12b-1 Plan attached hereto as
Exhibit A. The Proposed 12b-1 Plan is identical to the Previous 12b-1 Plan that
lapsed except that it will be effective as of April 27, 2000. The Previous 12b-1
Plan was last approved by shareholders of the Capital Management Mid-Cap Fund
Investor Shares on April 3, 1995, and by shareholders of the Capital Management
Small-Cap Fund Investor Shares on November 10, 1998.
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In considering whether to approve the Proposed 12b-1 Plan and recommend its
approval to Shareholders, the Board determined that the Proposed 12b-1 Plan was
reasonably likely to benefit the Funds and their shareholders and it was in the
best interests of the shareholders to approve the Proposed 12b-1 Plan. The Board
identified and considered a number of potential benefits from adoption of the
Proposed 12b-1 Plan, including that the Proposed 12b-1 Plan is likely to assist
the Funds in increasing assets and that the lack of a Rule 12b-1 plan would
likely adversely affect the asset levels of the Funds. Increased assets could
benefit the Funds and their shareholders by reducing the per share operating
expenses of the Funds as the Funds' fixed expenses would be spread over a larger
asset base. The Board also believes that the Funds' Distributor would have
little or no incentive to incur promotional expenses on behalf of the Funds if
the Proposed 12b-1 Plan is not approved by shareholders.
The Proposed 12b-1 Plan authorizes payments by the Funds in connection with the
distribution of their shares at an annual rate, as determined from time to time
by the Board, of up to 0.75% of the Funds' Investor Shares' average daily net
assets. Payments will be accrued daily and paid quarterly or at such other
intervals as the Board may determine and may be paid in advance of actual
billing, based on estimates of actual expenditures incurred during the period.
Payments may be made in subsequent years for expenses incurred in prior years if
such payment is separately authorized by the Board. The Board, however, has no
legal obligation to authorize such payments in the future and thus may not
authorize them.
Payments may be made by the Funds under the Proposed 12b-1 Plan for the purpose
of financing any activity primarily intended to result in the sale of the
Investor Shares of the Funds, as determined by the Board. Such activities
typically include: advertising; compensation for sales and marketing activities
of the Distributor and banks, broker-dealers and service providers; shareholder
account servicing; production and dissemination of prospectus and sales and
marketing materials; and capital or other expenses of associated equipment, rent
salaries, bonuses, interest and other overhead. To the extent any activity is
one that the Funds may finance without a plan of distribution, the Funds may
also make payments to finance such activity outside of the Proposed 12b-1 Plan,
which payments would not be subject to its limitations.
The Proposed 12b-1 Plan of the Funds will be implemented by a written agreement
between the Fund and the Distributor. Administration of the Proposed 12b-1 Plan
is regulated by Rule 12b-1 under the 1940 Act, which requires that the Board
receive and review, at least quarterly, reports concerning the nature and
qualification of expenses for which payments are made and that the Board approve
all agreements relating to the Proposed 12b-1 Plan. The Proposed 12b-1 Plan, or
any agreement related thereto, may be terminated, as to any Fund, by either a
majority of the a majority of the Rule 12b-1 Trustees or by a vote of a majority
of the outstanding voting securities of the Particular Fund.
2. APPROVAL OF REIMBURSEMENT OF RULE 12b-1 FEES
The Board has approved, subject to approval of the Proposed 12b-1 Plan by
shareholders, reimbursement of such expenses at the rate of 0.75% of the Funds'
Investor Shares' average daily net assets through April 27, 2000. If the
Proposed 12b-1 Plan and reimbursement of Rule 12b-1 fees are approved by
shareholders, the Capital Management Mid-Cap Fund will reimburse or pay the
Distributor an estimated $3,586 in accrued Rule 12b-1 fees for the period
November 10, 1999 through April 27, 2000. The Distributor is waiving the Rule
12b-1 fees for the Capital Management Small-Cap Fund for the period November 10,
1999 through April 27, 2000; therefore, no reimbursements will be made. For the
portion of the fiscal year ended November 30, 1999 during which the Previous
12b-1 Plan was in effect, the Distributor received from the Capital Management
Mid-Cap Fund and the Capital Management Small-Cap Fund $10,519 and $375,
respectively, pursuant to such Previous 12b-1 Plan.
THE BOARD OF TRUSTEES, INCLUDING A MAJORITY OF THE RULE 12b-1 TRUSTEES, OF THE
TRUST HAS UNANIMOUSLY APPROVED THE PROPOSALS AND RECOMMENDS THEM FOR YOUR
APPROVAL.
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3. OTHER MATTERS
Management is not aware of any other matters that will come before the meeting.
If any other business should come before the meeting, however, your proxy, if
signed and returned, will give discretionary authority to the persons designated
in it to vote according to their best judgment.
4. OTHER INFORMATION
PRINCIPAL SHAREHOLDERS. As of January 31, 2000, the following persons were known
by the Trust to own beneficially five percent or more of the outstanding shares
of the Fund, as determined in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934:
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent
- ---------------- -------------------- -------
CAPITAL MANAGEMENT MID-CAP FUND
Institutional Shares
--------------------
BT Alex Brown, Inc. 136,253.471 shares 37.077%*
FBO 873-20604-16
P.O. Box 1346
Baltimore, Maryland 21203
BT Alex Brown, Inc. 32,895.321 shares 8.951%
FBO 874-21261-16
P.O. Box 1346
Baltimore, Maryland 21203
BT Alex Brown, Inc. 32,895.321 shares 8.951%
FBO 874-21262-15
P.O. Box 1346
Baltimore, Maryland 21203
BT Alex Brown, Inc. 26,766.123 shares 7.284%
FBO 876-01389-10
P.O. Box 1346
Baltimore, Maryland 21203
BT Alex Brown, Inc. 21,353.901 shares 5.811%
FBO 876-01174-19
P.O. Box 1346
Baltimore, Maryland 21203
BT Alex Brown, Inc. 19,059.112 shares 5.186%
FBO 876-01128-16
P.O. Box 1346
Baltimore, Maryland 21203
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Investor Shares
---------------
BT Alex Brown, Inc. 12,610.232 shares 19.955%
FBO 873-00114-11
P.O. Box 1346
Baltimore, Maryland 21203
BT Alex Brown, Inc. 4,691.318 shares 7.424%
FBO 873-22426-18
P.O. Box 1346
Baltimore, Maryland 21203
CAPITAL MANAGEMENT SMALL-CAP FUND
Institutional Shares
--------------------
Capital Management Associates, Inc. 8,056.891 shares 99.897%*
140 Broadway
New York, New York 10005
Investor Shares
---------------
Capital Management Associates, Inc. 5,264.212 shares 100.000%*
140 Broadway
New York, New York 10005
__________________
* Deemed a "control person" of the particular Fund.
SOLICITATION OF PROXIES. Proxies will be solicited by the Board, and the cost of
solicitation will be paid by CMA. Additional solicitation may be made by mail,
personal interview, telephone, and telegraph by CMA, or Shields and Company
personnel who will not be additionally compensated for such activities.
SHAREHOLDER PROPOSALS. The Trust does not hold regular or annual meetings of its
shareholders. Proposals of shareholders which are intended to be presented at a
future shareholders' meeting must be received by the Trust by a reasonable time
prior to the Trust's solicitation of proxies relating to such future meeting.
Shareholder proposals must meet certain requirements, and there is no guarantee
that any proposal will be presented at a shareholder's meeting.
ANNUAL REPORT. The Trust's Annual Report to shareholders of the Funds for the
fiscal year ended November 30, 1999, was mailed to shareholders on January 24,
2000. Any shareholder who desires an additional copy of the Annual Report may
obtain it upon request (without charge) by contacting NC Shareholder Services,
107 North Washington Street, Post Office Box 4365, Rocky Mount, North Carolina,
27803-0365, or by calling (888) 626-3863.
QUORUM, VOTING. The holders of a majority of the shares issued and outstanding
and entitled to vote, present in person or represented by proxy, shall be
required to constitute a quorum of the Meeting for the transaction of business.
If such quorum is not present or represented at the Meeting, the shareholders
entitled to vote, present in person or represented by proxy, may adjourn the
Meeting from time to time (provided no adjournment shall be for more than three
(3) months) without notice other than announcement at the meeting, until a
quorum is present or represented. At such adjourned meeting at which a quorum is
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified. The persons named as proxies
will vote in favor of any such adjournment if they determine that such
adjournment and additional solicitation are reasonable and in the interest of
the shareholders of the Trust.
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Each valid proxy will be voted in accordance with the instructions on the proxy
and as the persons named in the proxy determine on such other business as may
come before the meeting. If no instructions are given, the proxy will be voted
"FOR" the items (approval of the Proposed 12b-1 Plan and reimbursement of Rule
12b-1 fees). Voting instructions given by telephone or electronically
transmitted instruments may be counted if obtained pursuant to procedures
designed to verify that such instructions have been authorized. Any shareholder
may revoke his or her proxy at any time prior to exercise thereof by giving
written notice to the Secretary of the Trust at the offices of The Nottingham
Company at 105 North Washington Street, Post Office Box 69, Rocky Mount, North
Carolina 27801-0069, or by signing another proxy of a later date and submitting
the later proxy before the Special Meeting of Shareholders, or by personally
casting his or her vote at the Special Meeting of Shareholders.
The Proposed 12b-1 Plan and proposal to reimburse Rule 12b-1 fees require the
affirmative vote of a "majority of the outstanding voting securities" as defined
in the 1940 Act, meaning: the affirmative vote of the lesser of (1) 67% of the
voting securities of the Funds present at the meeting if more than 50% of the
outstanding shares of the Funds are present in person or by proxy or (2) more
than 50% of the outstanding shares of the Funds.
In tallying shareholder votes, abstentions and "broker non-votes" (i.e. shares
held by brokers or nominees as to which (i) instructions have not been received
from the beneficial owners or person entitled to vote and (ii) the broker or
nominee does not have discretionary voting power on a particular matter) will be
counted for purposes of determining whether a quorum is present for purposes of
convening the meeting. On the proposals, abstentions and broker non-votes will
be considered to be both present at the meeting and issued and outstanding and,
as a result, will have the effect of being counted as voted against the
proposals.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.
BY ORDER OF THE BOARD OF TRUSTEES:
/s/ C. Frank Watson, III
C. Frank Watson, III
Secretary
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EXHIBIT A
---------
FORM OF AMENDED AND RESTATED
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
WHEREAS, Capital Management Investment Trust, an unincorporated business trust
organized and existing under the laws of the Commonwealth of Massachusetts (the
"Trust"), engages in business as an open-end management investment company and
is registered as such 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 (the "Shares"), in separate series representing the
interests in separate funds of securities and other assets; and
WHEREAS, the Trust offers a series of such Shares representing interests in THE
CAPITAL MANAGEMENT MID-CAP FUND AND THE CAPITAL MANAGEMENT SMALL-CAP FUND (the
"Funds") of the Trust;
WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not
interested persons of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of this Plan or in any
agreement relating hereto (the "Non-Interested Trustees"), having determined, in
the exercise of reasonable business judgment and in light of their fiduciary
duties under state law and under Section 36(a) and (b) of the 1940 Act, that
there is a reasonable likelihood that this Plan will benefit the Funds and its
shareholders, have approved this Plan by votes cast at a meeting held in person
and called for the purpose of voting hereon and on any agreements related
hereto; and
NOW, THEREFORE, the Trust hereby adopts this Plan in accordance with Rule 12b-1
under the 1940 Act, on the following terms and conditions:
1. Distribution and Servicing Activities. Subject to the supervision
of the Trustees of the Trust, the Trust may, directly or indirectly, engage in
any activities primarily intended to result in the sale of Investor Shares of
the Funds, which activities may include, but are not limited to, the following:
(a) payments to the Trust's Distributor and to securities dealers and others in
respect of the sale of Investor Shares of the Funds; (b) payment of compensation
to and expenses of personnel (including personnel of organizations with which
the Trust has entered into agreements related to this Plan) who engage in or
support distribution of Investor Shares of the Funds or who render shareholder
support services not otherwise provided by the Trust's transfer agent,
administrator, or custodian, including but not limited to, answering inquiries
regarding the Trust, processing shareholder transactions, providing personal
services and/or the maintenance of shareholder accounts, providing other
shareholder liaison services, responding to shareholder inquiries, providing
information on shareholder investments in the Funds, and providing such other
shareholder services as the Trust may reasonably request; (c) 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; (d) preparation, printing and distribution of
sales literature; (e) preparation, printing and distribution of prospectuses and
statements of additional information and reports of the Trust for recipients
other than existing shareholders of the Trust; and (f) obtaining such
information, analyses and reports with respect to marketing and promotional
activities as the Trust may, from time to time, deem advisable. The Trust is
authorized to engage in the activities listed above, and in any other activities
primarily intended to result in the sale of Investor Shares of the Funds, either
directly or through other persons with which the Trust has entered into
agreements related to this Plan.
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2. Maximum Expenditures. The expenditures to be made by the Funds
pursuant to this Plan and the basis upon which payment of such expenditures will
be made shall be determined by the Trustees of the Trust, but in no event may
such expenditures exceed an amount calculated at the rate of 0.75% per annum of
the average daily net asset value of the Investor Shares of the Funds for each
year or portion thereof included in the period for which the computation is
being made, elapsed since the inception of this Plan to the date of such
expenditures. Notwithstanding the foregoing, in no event may such expenditures
paid by the Funds as service fees exceed an amount calculated at the rate of
0.75% of the average annual net assets of the Investor Shares of the Funds, nor
may such expenditures paid as service fees to any person who sells Shares of the
Funds exceed an amount calculated at the rate of 0.25% of the average annual net
asset value of such shares. Such payments for distribution and shareholder
servicing activities may be made directly by the Trust or to other persons with
which the Trust has entered into agreements related to this Plan.
3. Term and Termination. (a) This Plan shall become effective as of
the 27th of April, 2000. Unless terminated as herein provided, this Plan shall
continue in effect for one year from the date hereof and shall continue in
effect for successive periods of one year thereafter, but only so long as each
such continuance is specifically approved by votes of a majority of both (i) the
Trustees of the Trust and (ii) the Non-Interested Trustees, cast at a meeting
called for the purpose of voting on such approval.
(b) This Plan may be terminated at any time with respect to the Funds
by a vote of a majority of the Non-Interested Trustees or by a vote of a
majority of the outstanding voting securities of the Funds as defined in the
1940 Act.
4. Amendments. This Plan may not be amended to increase materially the
maximum expenditures permitted by Section 2 hereof unless such amendment is
approved by a vote of the majority of the outstanding voting securities of the
Funds as defined in the 1940 Act with respect to which a material increase in
the amount of expenditures is proposed, and no material amendment to this Plan
shall be made unless approved in the manner provided for annual renewal of this
Plan in Section 3(a) hereof.
5. Selection and Nomination of Trustees. While this Plan is in effect,
the selection and nomination of the Non-Interested Trustees of the Trust shall
be committed to the discretion of such Non-Interested Trustees.
6. Quarterly Reports. The Treasurer of the Trust shall provide to the
Trustees of the Trust and the Trustees shall review quarterly a written report
of the amounts expended pursuant to this Plan and any related agreement and the
purposes for which such expenditures were made.
7. Recordkeeping. The Trust shall preserve copies of this Plan and any
related agreement and all reports made pursuant to Section 6 hereof, for a
period of not less than six years from the date of this Plan. Any such related
agreement or such reports for the first two years will be maintained in an
easily accessible place.
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8. Limitation of Liability. Any 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 of this Plan has been authorized by the Trustees,
and this Plan 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 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.
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INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and may help avoid the time and expense involved in validating
your vote if you fail to sign your proxy card properly.
1. INDIVIDUAL ACCOUNTS: sign your name exactly as it appears in the
registration on the proxy card.
2. JOINT ACCOUNTS: either party may sign, but the name of the party
signing should conform exactly to the name shown in the
registration on the proxy card.
3. ALL OTHER ACCOUNTS: the capacity of the individual signing the
proxy card should be indicated unless it is reflected in the form
of registration. For example:
Registration Valid Signature
------------ ---------------
CORPORATE ACCOUNTS
(1) ABC Corp............................... ABC Corp. John Doe, Treasurer
(2) ABC Corp............................... John Doe, Treasurer
(3) ABC Corp. c/o John Doe................. John Doe, Treasurer
(4) ABC Corp. Profit Sharing Plan.......... John Doe, Trustee
PARTNERSHIP ACCOUNTS
(1) The ABC Partnership.................... Jane B. Smith, Partner
(2) Smith and Jones, Limited Partnership... Jane B. Smith, General Partner
TRUST ACCOUNTS
(1) ABC Trust.............................. Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/28/78.... Jane B. Doe, Trustee
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust. f/b/o John B.
Smith, Jr. UGMA/UTMA................... John B. Smith
(2) Estate of John B. Smith................ John B. Smith, Jr., Executor
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CAPITAL MANAGEMENT INVESTMENT TRUST
Capital Management Mid-Cap Fund Investor Shares
Capital Management Small-Cap Fund Investor Shares
SPECIAL MEETING OF SHAREHOLDERS ON APRIL 27, 2000
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
In order to vote your shares, please sign and date this card and return it in
the envelope provided. By returning this card, you authorize the proxies to vote
on the proposals as marked, or, if not marked, as indicated.
The Board of Trustees recommends voting "FOR" the proposals.
1. FOR AGAINST ABSTAIN Approval of the Amended and Restated
Distribution Plan Pursuant to Rule 12b-1
( ) ( ) ( )
2. FOR AGAINST ABSTAIN Approval of the reimbursement of Rule
12b-1 fees for the period November 10,
( ) ( ) ( ) 1999 to April 27, 2000
By signing and dating this card, you
authorize C. Frank Watson, III with
the power of substitution to vote
your shares of the Funds at the
scheduled meeting of shareholders of
the Funds and at any adjournment of
the meeting. MR. WATSON SHALL VOTE
AS RECOMMENDED BY THE BOARD, UNLESS
OTHERWISE INDICATED, AND IN HIS
DISCRETION UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE
MEETING.
x___________________________________
x___________________________________
Dated__________________, 2000
Please sign your name or names as
they appear to authorize the voting
of your shares as indicated. Where
shares are registered with joint
owners, all joint owners should
sign. Persons signing as executors,
administrators, trustees, etc.,
should so indicate.
