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:
(X) Preliminary Proxy Statement
( ) 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)
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(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
February 1, 2000
Dear Shareholder:
Capital Management Investment Trust (the "Trust") and the Board of Trustees of
the Trust is 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 BOARD OF TRUSTEES, INCLUDING THE TRUST'S INDEPENDENT TRUSTEES, HAS APPROVED
THE PROPOSAL AND RECOMMENDS IT FOR YOUR APPROVAL.
If you have any questions about the proposal, please feel free to call me
directly at (212) 320-2022.
Sincerely,
Joseph A. Zock
Senior Vice President
Capital Management Associates, Inc.
<PAGE>
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 and
the Capital Management Small-Cap Fund (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,
March 30, 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, and
2. 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,
C. Frank Watson, III
Secretary
February 1, 2000
<PAGE>
* * * 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 and the Capital Management Small-Cap Fund (collectively, the "Funds") for
use at a special meeting of shareholders to be held March 30, 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
Class shares. As of the Record Date, the Capital Management Small-Cap Fund had
5,264.212 shares of beneficial interest outstanding of the Investor Class
shares. The Funds are the only existing series of the Trust. This proxy
statement is first being mailed to shareholders on or about March 2, 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
<PAGE>
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 March 30, 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
proposal. Conversely, they will vote against any such adjournment any proxies
that instruct them to vote against the proposal.
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") for the
Funds' Investor Shares. The Proposed 12b-1 Plan must be approved by the lesser
of (i) a majority of the outstanding shares of the Funds or (ii) 67% of the
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" the Proposed 12b-1 Plan.
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
Proposed 12b-1 Plan. Broker non-votes will be counted in favor of the Proposed
12b-1 Plan. 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 thing, the promotion and distribution of the Funds' 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 March 30, 2000, and will expressly cover
expenses incurred prior to the effective date. 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 March 30, 2000. If the Proposed 12b-1 Plan is approved and the
Board continues to approve such reimbursement, the Funds will reimburse or pay
the Distributor $____________ for the period November 10, 1999 through March 30,
2000 and incremental amounts thereafter which will depend on the level of assets
of the Funds and further Board approvals. The Funds' Distributor has incurred
covered expenses that have not been reimbursed of $____________ from November
10, 1999 through March 30, 2000. 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 Funds pursuant to such Previous
12b-1 Plan.
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<PAGE>
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. 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.
THE BOARD OF TRUSTEES, INCLUDING A MAJORITY OF THE RULE 12B-1 TRUSTEES, OF THE
TRUST HAS UNANIMOUSLY APPROVED THE PROPOSAL AND RECOMMENDS IT FOR YOUR APPROVAL.
2. 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.
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<PAGE>
3. 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 Class
-------------------
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
Investor Class
--------------
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
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<PAGE>
CAPITAL MANAGEMENT SMALL-CAP FUND
Institutional Class
-------------------
Capital Management Associates, Inc. 8,056.891 shares 99.897%*
140 Broadway
New York, New York 10005
Investor Class
--------------
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.
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 item (approval of the Proposed 12b-1 Plan). 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.
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<PAGE>
The Proposed 12b-1 Plan requires 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 Proposed 12b-1 Plan, 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 Item.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.
BY ORDER OF THE BOARD OF TRUSTEES:
C. Frank Watson, III
Secretary
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<PAGE>
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 Class 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 Class 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 Class 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 Class Shares of
the Funds, either directly or through other persons with which the Trust has
entered into agreements related to this Plan.
<PAGE>
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 Class 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 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
10th of November, 1998. 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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<PAGE>
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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<PAGE>
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
<PAGE>
CAPITAL MANAGEMENT INVESTMENT TRUST
Capital Management Mid-Cap Fund
Capital Management Small-Cap Fund
SPECIAL MEETING OF SHAREHOLDERS ON MARCH 30, 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 proposal as marked, or, if not marked, as indicated.
The Board of Trustees recommends voting "FOR" the proposal.
FOR AGAINST ABSTAIN Approval of the Amended and
Restated Distribution Plan
( ) ( ) ( ) Pursuant to Rule 12b-1
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 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.
