Post-Effective Amendment to Registration Statement by Investment Company (Form 485BPOS)

As filed with the Securities and Exchange Commission on March 26, 2026

Securities Act Registration No. 033-85242

Investment Company Act Reg. No. 811-08822

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D C 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	[X]
Pre-Effective Amendment No. ___	[ ]
Post-Effective Amendment No. 57	[X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	[X]
Amendment No. 58	[X]

(Check appropriate box or boxes)

CAPITAL MANAGEMENT INVESTMENT TRUST

(Exact Name of Registrant as Specified in Charter)

60 Broad Street, 39^th Floor

New York, New York 10004

(Address of Principal Executive Offices)

888-626-3863

(Registrant’s Telephone Number, including Area Code)

CT Corporation System

155 Federal Street, Suite 700

Boston, MA 02110

(Name and Address of Agent for Service)

With copy to:

John H. Lively

Practus, LLP

11300 Tomahawk Creek Parkway, Suite 310

Leawood, KS 66211

Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective:
[  ] immediately upon filing pursuant to paragraph (b);
[X] on March 27, 2026 pursuant to paragraph (b);
[  ] 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); or
[  ] on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:
[  ] This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

PART A

FORM N-1A
PROSPECTUS

CAPITAL MANAGEMENT INVESTMENT TRUST

WELLINGTON SHIELDS ALL-CAP FUND

INSTITUTIONAL SHARES – Ticker Symbol WSACX

Seriesof

CapitalManagement Investment Trust

PROSPECTUS

March 27, 2026

The Wellington Shields All-Cap Fund (“All-CapFund” or the “Fund”) seekscapital appreciation.

Investment Adviser

Capital Management Associates, Inc.

1-888-626-3863

The Securitiesand ExchangeCommission has not approvedor disapprovedthe securitiesbeing offeredby this prospectusor determined whether this prospectus is accurateand complete.Any representation tothe contrary isa criminal offense.

Mutual fund shares are not depositsor obligationsof, or guaranteed by, any depository institution. Shares arenot insuredby the FDIC,Federal Reserve Board,or any other agencyand are subject to investment risks including possible lossof principalamount invested. Neither the All-Cap Fund northe Fund’s distributor isa bank. You should readthe prospectus carefully beforeyou investor sendmoney.

The Statement of Additional Information (“SAI”)and the Fund’s annual and semi-annual reportsare available, without charge, upon requestby calling 1-888-626-3863. For shareholder inquiriesabout the Fund, pleasecall 1-888-626-3863.

Table of Contents
	Page
SUMMARY OF ALL-CAP FUND	3
INVESTMENT OBJECTIVES, STRATEGIES, RISKS AND PORTFOLIO HOLDINGS	7
MANAGEMENT OF THE FUND	11
INVESTING IN THE FUND	13
INSTITUTIONAL SHARES	13
PURCHASE AND REDEMPTION PRICE	14
PURCHASING SHARES	14
REDEEMING YOUR SHARES	16
PURCHASING OR REDEEMING SHARES THROUGH A FINANCIAL INTERMEDIARY	18
FREQUENT PURCHASES AND REDEMPTIONS	18
OTHER IMPORTANT INFORMATION	19
DIVIDENDS, DISTRIBUTIONS AND TAXES	19
FINANCIAL HIGHLIGHTS	20
FOR MORE INFORMATION	24

SUMMARY OF ALL-CAP FUND

InvestmentObjective. The investmentobjective of theAll-Cap Fund is toseek capital appreciation.

Feesand Expensesof the Fund. This table describes thefees and expenses that youmay pay if youbuy, hold, and sell shares of the All-Cap Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

Shareholder Fees (fees paid directly fromyour investment)

	Institutional Shares
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None
Redemption Fee (as a percentage of the amount redeemed, if applicable).	None

AnnualFund OperatingExpenses (expensesthat you pay each year as a % of the valueof your investment)

	Institutional Shares
Management Fees	1.00%
Distribution (12b-1) Fees	None
Other Expenses	0.29%
Acquired Fund Fees and Expenses	0.03%
Total Annual Fund Operating Expenses	1.32%

Expense Example. This Example is intended to help you compare the cost of investing in the All-Cap Fund with the cost of investing in other mutual funds. This expense example assumes that you invest $10,000 in the All-Cap Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The expense example also assumes that your investment has a 5% return each year and the All-Cap Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on the assumptions your cost would be:

Period Invested	1 Year	3 Years	5 Years	10 Years
Institutional Shares	$134	$418	$723	$1,590

Portfolio Turnover.The All-Cap Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when All-Cap Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the All-Cap Fund’s performance. During the fiscal year ended November 30, 2025, the All-Cap Fund’s portfolio turnover rate was 20.39%of the average value of its portfolio.

Principal Investment Strategies of the Fund. The All-Cap Fundpursues its investment objective byinvesting primarily inequity securitiesof all market capitalizations.

The All-Cap Fund’s investments will be primarily in equity securities, such as common and preferred stock, securities convertible into common stock, exchange traded funds (“ETFs”) that focus their investments in equity securities, and short sales. Under normal market conditions, the All-Cap Fund will invest at least 80% of its total assets in equity securities.

While the All-Cap Fund’s primary focus is investment in equity securities, the All-Cap Fund has flexibility to invest in other types of securities when the Advisor believes they offer opportunities that are more attractive. Accordingly, the All-Cap Fund may invest in derivative instruments, including put and call options. The All-Cap Fund will generally invest in derivative instruments for hedging and income generation purposes. The All-Cap Fund may also sell a security short (i.e., sell a security borrowed from a broker) if the Advisor expects the market price for the security to drop in the future. When the All-Cap Fund makes a short sale of a security, the All-Cap Fund will have to replace the security in the future, whether

or not the price declines. The All-Cap Fund may hold up to 20% of its net assets in derivative instruments and short positions at any time.

In selecting portfolio securities, Capital Management Associates, Inc. (“CMA” or the “Advisor”) uses various screens and models to produce a potential universe of companies. Then through fundamental research, the Advisor selects from that universe companies whose current share price is relatively undervalued. The Advisor considers selling or reducing the All-Cap Fund’s holding in a security if the security no longer meets the Advisor’s investment criteria or the Advisor believes a more attractive investment alternative is available. Final investment decisions are made by the All-Cap Fund’s portfolio managers.

Principal Risks of Investing in theFund. An investment in the All-Cap Fund is subject to investment risks, including the possible loss of some or all of the principal invested.There can be no assurance that the All-Cap Fund will be successful in meeting its investment objective. The All-Cap Fund is intended for aggressive investors seeking above-average gains and willing to accept the risks involved in investing in equity securities. The following is a summary description of certain risks of investing in the All-Cap Fund.

Performance. The bar chart and table shown below provide some indication of the risks of investing in the All-Cap Fund by showing changes in the performance of the All-Cap Fund’s Institutional Shares from year to year and by showing how the All-Cap Fund’s average annual returns for 1, 5 and 10 years compare with those of a broad-based securities market index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the All-Cap Fund will perform in the future.

Annual Total Returns For the Period Ended December 31

Quarterly Returns During This Time Period

Highest 23.01%(quarter ended June 30, 2020)

Lowest -19.83%(quarter ended March 31, 2020)

Average AnnualTotal Returns (For the Period EndedDecember 31, 2025)	1 Year	5 Years	10 Years
Wellington Shields All-Cap Fund – Institutional Shares
Before taxes	18.19%	9.88%	10.19%
After taxes on distributions	18.13%	8.64%	8.66%
After taxes on distributions and saleof shares	10.81%	7.54%	7.87%
Russell 1000 Index (reflects no deduction for fees, expenses or taxes)	17.37%	13.59%	14.59%
S&P 500 Index (reflects no deduction for fees, expenses or taxes)	17.88%	14.42%	14.82%

After-tax returns are calculated using the historical highest marginal individual U.S. federal income tax ratesand do not reflectthe impact of stateand local taxes. Actual after-tax returnsdepend on an investor’stax situation and may differ fromthose shownand are not applicable to investorswho hold All-Cap Fund shares through tax-deferredarrangements, such as an individual retirementaccount (“IRA”)or 401(k)plan. After-tax returns are shownfor only one classof shares and after-tax returns will varyfor other classes.

Management. Capital Management Associates, Inc. is the investment adviserfor the All-Cap Fund. Alexander L.M.Cripps, CFA, portfolio manager, andW. Jameson McFadden, portfolio manager, are and have been primarily responsible for theday-to-day management of the All-Cap Fund’s portfolio since 2016.

Purchase and Sale of Fund Shares.The Fund’s minimum investment isas follows:

Institutional Shares

$5,000 minimum initial investment and minimum subsequent investment is $500 ($100 if participating in the automatic investment plan).

You may generallypurchase, redeem or exchange shares of the Fund on anybusiness daythe New York Stock Exchangeis open,at the Fund’s net asset value determinedafter receipt of your requestin good orderas follows:

•

Through the Fund by mailor bank wire. Mailrequests should be sent to the Fund c/o Mutual Shareholder Services, 8000 Town Centre Drive, Suite 400, Broadview Heights, Ohio 44147. For bank wire orders, please call the Fund at 1-888-626-3863 for instructions.

•

Through authorized Broker-Dealers and Financial Intermediaries. Please contact your broker-dealer or financial intermediary for information.

If your account was opened through the Fund, redemption and exchange requests may be made by telephone by calling the Fund at 1-888-626-3863.

If you have questions about purchasing, redeeming or exchanging shares of the Fund, please call the Fund at the number referenced above.

Tax Information. The Fund’s distributions willgenerally be taxable to you asordinary incomeor capital gains, unless youare investing througha tax deferred arrangement, such asa 401(k)plan or an IRA. Distributionson investments made through tax deferred arrangements, suchas 401(k) plansor IRAs,may be taxed later upon withdrawalof assets from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries.If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

INVESTMENT OBJECTIVES, STRATEGIES, RISKS AND PORTFOLIO HOLDINGS

INVESTMENT OBJECTIVES

The investment objective of the All-CapFund is to seek capital appreciation.

The Fund’s investment objective is non-fundamental and may be changed upon 60 days’ notice to shareholders without shareholder approval.

PRINCIPAL INVESTMENT STRATEGIES

The All-CapFund, which isa separate investment portfolio of the Trust, pursues itsinvestment objective byinvesting primarily inequity securities.

The All-CapFund’s investments willbe primarily inequity securities,such as common and preferred stock, securities convertible into commonstock, ETFs that focus their investments in equity securities, and short sales. The All-CapFund willnot concentrateits investments inany one industry or group.

Under normal market conditions,the All-CapFund willinvest at least80% ofits total assets inequity securities, as measuredat the timeof purchase.This investment policy may be changed without shareholder approvalupon at least60 days’ prior written noticeto the shareholders.

While the All-CapFund’s primary focus isinvestment inequity securities,the All-Cap Fund has flexibility to invest inother typesof securitieswhen the Advisor believesthey offer opportunitiesthat are more attractive. Accordingly, the All-Cap Fund may invest inderivative instruments,including putand call options.The All-Cap Fund will generally invest in derivative instruments for hedging and income generation purposes. The All-CapFund mayalso sell a securityshort (i.e., sella security borrowedfrom a broker) if the Advisorexpects the marketprice for thesecurity todrop in the future. Whenthe All-Cap Fund makesa short saleof a security,the All-Cap Fundwill haveto replace the security in the future, whetheror not theprice declines.The All-Cap Fundmay hold up to20% of its net assets inshort positions at any time.

In selecting portfoliosecurities, the Advisor uses variousscreens and models toproduce a potential universeof approximately 3,000 companies. Then, through fundamental research,the Advisor selectsfrom that universe companies whosecurrent shareprice is relatively undervalued.This process mayinclude visitsand/or meetings withcompany management andcontacts withindustry experts and suppliers. Final investmentdecisions are madeby the Advisor’sPortfolio Managers.

The Advisor seeks to identifycompanies witha growth outlook that are positioned to increase shareholder value through disciplined capital deployment. Valuationsof securities with differentequity styles (e.g., growth vs. value, etc.)and different marketcapitalizations (e.g., large, mid, small,etc.) fluctuate accordingto a number of different factors,including economic outlooksand risk tolerances. Withouta market capitalizationor growth / value style constraint, the Advisor willseek to identifya large universeof companies undervalued in relation to their asset size or growth outlook.

The Advisorconsiders selling or reducing the All-CapFund’s holdingin a security if the security no longer meets the Advisor’s investmentcriteria or the Advisor believesa moreattractive investment alternativeis available.

PRINCIPAL RISKS OF INVESTING IN THE FUND

An investment in the Fund issubject toinvestment risks,including the possible lossof someor all ofthe principal amount invested.There canbe no assurance that theFund willbe successful in meetingits investment objective.

The All-Cap Fund isintended for aggressiveinvestors seeking above-averagegains and thatare willing to accept therisks involved ininvesting inequity securities.

Market Risk.Securities marketsare volatile and prices of all securities may declinewhen markets decline generally. Accordingly,the priceof and the income generatedby the All-CapFund’s securitiesmay decline inresponse to, among other things, adverse changes ininvestor sentiment, general economicand market conditions, regionalor global instability, interest rate fluctuationsor other factors that may causethe securities markets to decline generally. Additionally, unexpected local, regional or global events, such as war; acts of terrorism; financial, political or social disruptions; natural, environmental or man-made disasters; the spread of infectious illnesses or other public health issues; and recessions and depressions could have a significant impact on the Fund and its investments and may impair market liquidity. Such events can cause investor fear, which can adversely affect the economies of nations, regions and the market in general, in ways that cannot necessarily be foreseen. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies worldwide. As a result, local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions or other events could have a significant negative impact on global economic and market conditions. It is not known how long such impacts, or any future impacts of other significant events described above, will or would last, but there could be a prolonged period of global economic slowdown, which may be expected to impact the Fund and its investments.

Risks Related to Other Equity Securities.In addition to common stocks, the equity securities in the All-Cap Fund’s portfolio may include preferred stock and convertible securities. Like common stocks, the value of these equity securities may fluctuate in response to many factors, including the activities of the issuer, general market and economic conditions, interest rates, and specific industry changes. Also, regardless of any one company’s particular prospects, a declining stock market may produce a decline in prices for all equity securities, which could also result in losses for the All-Cap Fund.

Convertible Securities Risk. Convertible securities are securities that are convertible into or exchangeable for common or preferred stock. The values of convertible securities may be affected by changes in interest rates, the creditworthiness of their issuer, and the ability of the issuer to repay principal and to make interest payments. A convertible security tends to perform more like a stock when the underlying stock price is high and more like a debt security when the underlying stock price is low. A convertible security is not as sensitive to interest rate changes as a similar non-convertible debt security and generally has less potential for gain or loss than the underlying stock. Convertible securities are subject to the risks and price fluctuations of the underlying stock. Convertible securities entitle the holder to receive interest payments or a dividend preference until the security matures, is redeemed, or the conversion feature is exercised. They may be subject to the risk that the issuer will not be able to pay interest or dividends when due and their market value may change based on changes in the issuer’s credit rating or the market’s perception of the issuer’s creditworthiness. Some convertible preferred stocks have a conversion or call feature that allows the issuer to redeem the stock before the conversion date, which could diminish the potential for capital appreciation on the investment. As a result of the conversion feature, the interest rate or dividend preference is generally less than if the securities were non-convertible.

Preferred Stock Risk. Preferred stock represents an equity interest in a company that generally entitles the holder to receive, in preference to the holders of other stocks such as common stocks, dividends and a fixed share of the proceeds resulting from a liquidation of the company. Preferred stocks may pay fixed or adjustable rates of return. The market value of preferred stock is subject to issuer-specific and market risks applicable generally to equity securities and is sensitive to changes in the issuer’s creditworthiness, the ability of the issuer to make payments on the preferred stock and changes in interest rates, typically declining in value if interest rates rise. In addition, a company’s preferred stock generally pays dividends only after the company makes required payments to holders of its bonds and other debt. Therefore, the value of preferred stock will usually react more strongly than bonds and other debt to actual or perceived changes in the company’s financial condition or prospects.

Large-Cap Securities Risk. The All-Cap Fund will invest in larger, more established companies, which may be unable to respond quickly to new competitive challenges such as changes in consumer tastes or innovative smaller competitors. Also, large companies are sometimes unable to attain the high growth rates of successful, smaller companies, especially during extended periods of economic expansions.

Mid-Cap Securities Risk. Investing in the securities of mid-cap companies generally involves substantially 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. Mid-cap companies may not be well-known to the investing public, may not be followed by the financial press or industry analysts, and may not have institutional ownership. These factors affect the Advisor’s access to information about the companies and the stability of the markets for the companies’ securities. Mid-cap companies may be more vulnerable than larger companies to adverse business or economic developments. Although investing in securities of smaller companies offers potential above average returns if the companies are successful, the risk exists that the companies will not succeed. If the companies do not succeed, the prices of the companies’ shares could dramatically decline in value. Therefore, an investment in the All-Cap Fund may involve a substantially greater degree of risk than an investment in other mutual

funds that seek capital growth by investing in more established, larger companies. The Advisor’s ability to choose suitable investments also has a significant impact on the ability of the All-Cap Fund to achieve its investment objective.

Small-Cap Securities Risk. The All-Cap Fund will invest in small companies, which generally have less experienced management teams, serve smaller markets, and find it more difficult to find financing for growth or potential development than larger companies.

Portfolio Management Risk. The strategies used and securities selected by the All-Cap Fund’s Advisor may fail to produce the intended result and the All-Cap Fund may not achieve its objective. The securities selected for the All-Cap Fund may not perform as well as other securities that were consistent with the All-Cap Fund’s investment strategy, but were not selected for the All-Cap Fund. As a result, the All-Cap Fund may suffer losses or underperform other funds with the same investment objective or strategies, even in a rising market. The performance of the All-Cap Fund will decline and may be worse than the performance of equity funds that focus on other types of equities or have a broader investment style when the Advisor’s management style (generally, value-oriented mid-cap equity) is out-of-favor in the market. Since different types of equity securities (e.g., large-cap, mid-cap, small-cap) tend to shift into and out of favor with investors depending on market and economic conditions, the performance of the All-Cap Fund may also be worse than the performance of equity funds that focus on other types of equities or have a broader investment style when the Advisor’s management style is out-of-favor. The performance of the All-Cap Fund may be better or worse than the performance of equity funds that focus on other types of equities or have a broader investment style.

Derivative InstrumentsRisk. Derivativeinstruments suchas option contractsare generally investments the valueof which dependson (or is derived from) the valueof the underlying assets, interest rate, or index. Derivativeinstruments involve risks differentfrom direct investments inthe underlying securities, including: imperfectcorrelation between the valueof the derivative instrument and theunderlying assets; risks ofdefault by the other party to the derivative instrument; risksthat the transactionsmay result in the loss of the entire value of any portfolio positions;and risksthat the derivativeinstrument maynot be liquid.

Call Option Risk. A call option is an option to buy assets at an agreed-upon price on or before a particular date. The buyer of a call option assumes the risk of losing its entire investment (i.e., the premium paid) in the call option. However, if the buyer of the call sells short the underlying security, the loss on the call will be offset in whole or in part by gain on the short sale of the underlying security.

Put Option Risk. A put option is an option to sell assets at an agreed price on or before a particular date. The buyer of a put option assumes the risk of losing its entire investment (i.e., the premium paid) in the put option. However, if the buyer of the put holds the underlying security, the loss on the put will be offset in whole or in part by any gain on the underlying security.

Short Sales Risk. As explained above, the All-Cap Fund may establisha short position ina stock by sellingborrowed shares of the stock. Borrowed shares mustbe repaid (i.e.,short positions mustbe “covered”) whetheror not thestock’s price declines.When theprice of any stock thatthe All-Cap Fundhas sold short rises above theprice at whichthe All-Cap Fundborrowed and sold the stock, then the All-Cap Fundmay lose moneyon theshort sale. Accordingly, the All-Cap Fundis likely to lose valueon its short salesin a rising market.If the brokerfrom whom the stock was borrowed requires that the stockbe repaid, thenthe All-Cap Fund couldbe forcedto cover short positionsearlier thanthe All-Cap Fund otherwise would.If the All-Cap Funddoes not have the assets to covera short sale,then the All-CapFund’s potentiallosses on the short willbe unlimited because the security’sprice mayappreciate indefinitely.

Shares of Other Investment Companies andETF Risk. You will indirectly bearfees and expenses charged bythe underlying funds in whichthe All-CapFund may invest in addition to the All-CapFund’s direct fees andexpenses and, asa result, yourcost of investing inthe All-Cap Fund will generally behigher thanthe cost ofinvesting directly inthe underlying fund shares. Investments in ETFs bear the risk thatthe marketprice of the ETF’s sharesmay trade at a discountto their netasset valueor that an active trading market foran ETF’s sharesmay notdevelop or be maintained.The All-CapFund mayplace otherwise un-investedcash inmoney market mutual funds.

OTHER INVESTMENT POLICIES

An investment in the All-Cap Fund should not be considered a complete investment program. Whether the Fund is an appropriate investment for an investor will depend largely on his/her financial resources and individual investment goals and objectives. Investors who engage in short-term trading and/or other speculative strategies and styles will not find the All-Cap Fund to be an appropriate investment vehicle if they want to invest in the Fund for a short period of time.

As a temporary defensive measure in response to adverse market, economic, political, or other conditions, the Advisor may determine from time to time that market conditions warrant investing in investment-grade bonds, U.S. government securities, repurchase agreements, money market instruments, and to the extent permitted by applicable law and the All-Cap Fund’s investment restrictions, shares of other investment companies. Under such circumstances, the Advisor may invest up to 100% of the Fund’s assets in these investments. Since investment companies investing in other investment companies pay management fees and other expenses relating to those investment companies, shareholders of the Fund would indirectly pay both the Fund’s expenses and the expenses relating to those other investment companies with respect to the Fund’s assets invested in such investment companies. To the extent the Fund is invested in short-term investments, it will not be pursuing and may not achieve its investment objective. Under normal circumstances, however, the Fund may also hold money market or repurchase agreement instruments for funds awaiting investment, to accumulate cash for anticipated purchases of portfolio securities, to allow for shareholder redemptions, and to provide for Fund operating expenses.

DISCLOSURE OF PORTFOLIO HOLDINGS

A description of the policies and procedures of the All-Cap Fund with respect to the disclosure of the Fund’s portfolio securities is available in the Fund’s Statement of Additional Information (“SAI”).

MANAGEMENT OF THE FUND

THE INVESTMENT ADVISER

The Fund’s investment adviser is CapitalManagement Associates, Inc.(“CMA” or “Advisor”).CMA is locatedat 60 Broad Street, 39^th Floor,New York,New York 10004. The assets under managementof CMA were approximately $69 million asof December 31, 2025. The Advisor is registeredas an investment adviser withthe Securities and Exchange Commission(“SEC”) under the Investment Advisers Actof 1940, as amended.

CMA, organized as a New York corporation in 1982, has been managing the All-Cap Fund since its inception and provides investment advice to investment companies, individuals, corporations, pension and profit-sharing plans, endowments, and other business and private accounts.

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 Board of Trustees of the Trust (“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.

Alexander L.M. Cripps, CFA, and W. Jameson McFaddenare and have been primarily responsible for theday-to-day managementof the Fund’s portfolio (each,a “Portfolio Manager”) since2016.

Mr. McFadden hasbeen the Presidentof CMA sinceJanuary 1, 2014, and hasbeen affiliated withCMA since2006. Mr. McFadden isalso the CEO and Managing Memberof Wellington Shields & Co., LLC(“WSC”), the distributor for theFund.

Mr. Cripps isa Portfolio Manager, Analystand Memberof the InvestmentPolicy Committeeof CMA since2010 and hasbeen affiliated withCMA since2008. Mr. Cripps is a registered representative with WSC.

The Fund’s SAIprovides additional information about thePortfolio Managers’compensation, otheraccounts managed by thePortfolio Managers, and thePortfolio Managers’ ownershipof securities in the Fund.

The Advisor’s Compensation. For the All-Cap Fund,the advisory feepaid to CMAas a percentageof average annual netassets forfiscal year ended November 30, 2025 was1.00%.

Disclosure Regarding Approval of the InvestmentAdvisory Contract.A discussion regarding the Trustees’ basis for approving the investment advisory contract for the Fund is available in the Fund’s Annual Report to shareholders for the fiscal year ended November 30, 2025.

Expense Limitation Agreement. In the interest of limiting expenses of the Fund, the Advisor has entered into an expense limitation agreement with the Trust (“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 that are capitalized in accordance with generally accepted accounting principles, other extraordinary expenses not incurred in the ordinary course of each Fund’s business, Acquired Fund Fees and Expenses) are limited to 1.50% of the average daily net assets of the All-Cap Fund through the period ending April 1, 2027. It is expected that the Expense Limitation Agreement will continue from year-to-year thereafter, provided such continuance is specifically approved by a majority of the Trustees who (i) are not “interested persons” of the Trust or any other party to the Expense Limitation Agreement, as defined in the Investment Company Act of 1940, as amended (“1940 Act”); and (ii) have no direct or indirect financial interest in the operation of this Expense Limitation Agreement. The Expense Limitation Agreement may also be terminated by the Advisor and the Trust at the end of the then current term upon not less than 90-days’ notice to the other party as set forth in the Expense Limitation Agreement.

The All-Cap Fund may reimburse the Advisorthe management fees waivedor limited and other expenses assumedand paid by the Advisorpursuant to the Expense Limitation Agreement for a period of three years from the date of the actual waiver or expense reimbursement, provided the Fund has reached a sufficient asset size to permit such reimbursement tobe made without causingthe total annual expense ratio of the Fund to exceedthe percentagelimit stated above. Consequently, no reimbursementby the All-Cap Fund willbe made unless:(i) the Fund’s assets exceed$10 million;(ii) the Fund’stotal annual expenseratio is less thanthe percentagelimit statedabove; and(iii) the paymentof suchreimbursement has been approvedby the 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. The Advisor may not consider sales of shares of the Fund as a factor in the selection of brokers and dealers, but may place portfolio transactions with brokers and dealers that promote or sell the Fund’s shares so long as such transactions are done in accordance with the policies and procedures established by the Trustees that are designed to ensure that the selection is based on the quality of execution and not on sales efforts. When placing portfolio transactions with a broker or dealer, the Advisor may aggregate securities to be sold or purchased for the Fund with those to be sold or purchased for other advisory accounts managed by the Advisor. In aggregating such securities, the Advisor will average the transaction as to price and will allocate available investments in a manner which the Advisor believes to be fair and reasonable to the Fund and such other advisory accounts. An aggregated order will generally be allocated on a pro rata basis among all participating accounts, based on the relative dollar values of the participating accounts, or using any other method deemed to be fair and reasonable to the Fund and the participating accounts, with any exceptions to such methods involving the Trust being reported by the Advisor to the Trustees. Certain securities trades will be cleared through Wellington Shields & Co., LLC, a registered broker-dealer affiliate of the Advisor and the distributor of the Fund.

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 Securities Exchange Act of 1934 and any applicable rules thereunder governing floor trading.

THE ADMINISTRATOR AND TRANSFERAGENT

Premier Fund Solutions, Inc. (“PFS”), 1939 Friendship Drive, Suite C, El Cajon CA, 92020, is the Fund’s administrator, and Mutual Shareholder Services, LLC (“MSS”), 8000 Town Centre Drive, Suite 400, Broadview Heights, Ohio 44147, is the Fund’s accounting services agent and transfer agent. Services are provided pursuant to a services agreement (the “Services Agreement”). As indicated later inthe sectionof this prospectus entitled “Investing inthe Fund,” MSS will handle yourorders to purchaseand redeem shares of the Fund and will disburse dividendspaid by theFund. MSS also makes available the officespace, equipment, personnel,and facilities requiredto provide the foregoing servicesto the Fund.

THE DISTRIBUTOR

Wellington Shields & Co., LLC (“WSC” or “Distributor”) 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. The Distributor may sell the Fund’s shares to or through qualified securities dealers and others. Arbor Court Capital, LLC serves as the sub-distributor to the Fund.

ADDITIONAL INFORMATION ON EXPENSES

Other Expenses.In addition to the management fees for the Fund, the Fund pays all expenses not assumed by the Advisor, including, without limitation: the fees and expenses of its administrator, custodian, transfer agent, independent registered public accounting firm 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; 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 the Fund, on a basis that the Trustees deem fair and equitable.

INVESTING IN THE FUND

INSTITUTIONAL SHARES

The All-Cap Fund offers Institutional Shares through this prospectus. The following is a summary of the Fund’s Institutional Shares.

• No front-end sales charge.

• No contingent deferred sales charge.

• No distribution (Rule 12b-1) fees.

• $5,000 minimum initial investment.

• $500 minimum additional investment ($100 if participating in the automatic investment plan).

• No conversion feature.

Institutional Shares are sold and redeemedat net assetvalue. Shares maybe purchasedby any account managedby the Advisor andany other institutional investoror any broker-dealer authorized to sell sharesin the All-Cap Fund. The All-Cap Fund may, in the Advisor’s sole discretion, waive the minimum investment amounts listed above.

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 received, subject to the order being accepted by the Fund in good form. An order is considered to be in good form if it includes a complete and accurate application and payment in full of the purchase amount. 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 the 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 (“NYSE”), currently 4:00 p.m. Eastern time, Monday through Friday, except when the NYSE closes earlier. The Fund does not calculate net asset value on holidays when the NYSE is closed.

The pricing and valuation of portfolio securities is determined in good faith in accordance with procedures established by, and under the direction of, the Trustees. In determining the value of the Fund’s total assets, portfolio securities are generally calculated at market value by quotations from the primary market in which they are traded. The Fund normally uses third party pricing services to obtain market quotations. Securities and assets for which representative market quotations are not readily available or which cannot be accurately valued using the Fund’s normal pricing procedures are valued at fair value as determined in good faith by CMA as the Fund’s valuation designee (the “Valuation Designee”) under policies approved by the Trustees. Fair value pricing may be used, for example, in situations where (i) a portfolio security, such as a mid-cap stock, is so thinly traded that there have been no transactions for that stock over an extended period of time; (ii) the exchange on which the portfolio security is principally traded closes early; (iii) trading of the particular portfolio security is halted during the day and does not resume prior to the Fund’s net asset value calculation; or (iv) the validity of a market quotation received is questionable. Pursuant to policies adopted by the Trustees, the Valuation Designee consults with MSS on a regular basis regarding the need for fair value pricing. The Valuation Designee is responsible for reporting to the Trustees with respect to any fair value pricing pursuant to the requirements of the Trust’s policies and procedures. The Fund’s policies regarding fair value pricing are intended to result in a calculation of the Fund’s net asset value that fairly reflects portfolio security values that the Fund might reasonably expect to receive upon a current sale as of the time of pricing. A portfolio security’s “fair value” price may differ from the price next available for the portfolio security using the Fund’s normal pricing procedures and may differ substantially from the price at which the security may ultimately be traded or sold. If the fair value price differs from the price that would have been determined using the Fund’s normal pricing procedures, a shareholder may receive more or less proceeds or shares from redemptions or purchases of Fund shares, respectively, than a shareholder would have otherwise received if the portfolio security were priced using the Fund’s normal pricing procedures. The performance of the Fund may also be affected if a portfolio security’s fair value price were to differ from the security’s price using the Fund’s normal pricing procedures. To the extent the Fund invests in other open-end investment companies that are registered under the 1940 Act, the Fund’s net asset value calculations are based upon the net asset value reported by such registered open-end investment companies, and the prospectuses for those companies explain the circumstances under which they will use fair value pricing and the effects of using such fair value pricing. The Trustees monitor and evaluate the Fund’s use of fair value pricing, and periodically review the results of any fair valuation under the Fund’s policies.

Additional information on the Fund’s valuation policies is available inthe SAI.

PURCHASING SHARES

You may make purchases directly from theFund by mailor bank wire.The Fund has also authorized oneor morebrokers toaccept purchase andredemption orders on its behalf and such brokersare authorized to designateintermediaries to accept orders on behalf of the Fund.Orders willbe deemedto havebeen received bythe Fundwhen an authorized broker,or broker-authorized designee,receives the order, subjectto theorder beingaccepted by the Fund in good form.The orders will be priced at theFund’s net asset value next computedafter theorders are receivedby the authorized brokeror broker-authorized designee. Investors may alsobe chargeda fee bya brokeror agent if sharesare purchasedthrough a brokeror agent. Financial advisers, financial supermarkets, brokerage firms, and other financial institutions may charge transaction and other fees and may set different minimum investments or limitations on buying or selling shares.

The Fund reservesthe rightto (i) refuseto accept any requestto purchase sharesof the Fund forany reasonor (ii) suspendits offering of sharesat any time.

Regular MailOrders. Payment for shares must be made by check from a U.S. financial institution and payable in U.S. dollars. Cash, money orders, and traveler’s checks will not be accepted by the Fund. If checks are returned due to insufficient funds or other reasons, your purchase will be canceled. You will also be responsible for any losses or expenses incurred by the Fund and MSS. The Fund will charge a $35 fee and may redeem shares of the Fund already owned by the purchaser or shares of another identically registered account in another series of the Trust to recover any such loss. For regular mail orders, please complete the Fund Shares Application and mail it, along with your check made payable to the All-Cap Fund to:

Wellington Shields All-Cap Fund

c/o Mutual Shareholder Services, LLC

8000 Town Centre Drive, Suite 400

Broadview Heights, Ohio 44147

The application must contain yourSocial Security Number (“SSN”)or TaxpayerIdentification Number (“TIN”). If you haveapplied foran SSN or TINat thetime of completing your accountapplication but you have not received your number, please indicatethis on theapplication and includea copy of the form applying for theSSN or TIN.Taxes arenot withheldfrom distributions to U.S. investors if certain IRS requirements regarding theSSN or TINare met and we have notbeen notified by the IRS thatthe particular U.S. investor issubject to back-up withholding.

By sending yourcheck to theFund, pleasebe awarethat youare authorizing the Fund to makea one-time electronicdebit from your accountat the financialinstitution indicatedon your check. Your bank account willbe debitedas early as the sameday the Fund receives yourpayment in the amountof your check.Your originalcheck willbe destroyed onceprocessed, and you willnot receive yourcanceled check back.If theFund cannot post the transactionelectronically, you authorize theFund to presentan imagecopy of your check for payment.

Bank Wire Orders. Purchases may alsobe made through bank wire orders. To establisha new accountor to add to an existing account by wire, pleasecall the Fundat 1-888-626-3863 for instructions.

Subsequent Investments. You may alsoadd to your account by mailor wire at any time by purchasing sharesat the then current public offering price.The minimum subsequent investment is $500. Before adding funds by bank wire, please call the Fundat 1-888-626-3863 for wire instructionsand to advise theFund of the investment,dollar amount,and the accountidentification number. Mailorders should include, if possible, the “Invest by Mail”stub that is attached to your Fund confirmation statement. Otherwise, pleaseidentify your accountin a letter accompanying your purchase payment.

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 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.

Stock Certificates. The Fund normally does not issue stock certificates. Evidence of ownership of shares is provided through entry in the Fund’s share registry. Investors will receive periodic account statements (and, where applicable, purchase confirmations) that will show the number of shares owned.

Important Informationabout Procedures for Opening a New Account. Under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act of 2001), the Fund is required to obtain, verify, and record information to enable the Fund to form a reasonable belief as to the identity of each customer who opens an account. Consequently, when an investor opens an account, the Fund will ask for the investor’s name, street address, date of birth (for an individual), social security or other tax identification number (or proof that the investor has filed for such a number), and other information that will allow the Fund to identify the investor. The Fund may also ask to see the investor’s driver’s license or other identifying documents. An investor’s account application will not be considered “complete” and, therefore, an account will not be opened and the investor’s money will not be invested until the Fund receives this required information. If after opening the investor’s account the Fund is unable to verify the investor’s identity after reasonable efforts, as determined by the Fund in its sole

discretion, the Fund may (i) restrict redemptions and further investments until the investor’s identity is verified; and (ii) close the investor’s account without notice and return the investor’s redemption proceeds to the investor. If the Fund closes an investor’s account because the Fund was unable to verify the investor’s identity, the Fund will value the account in accordance with the Fund’s next net asset value calculated after the investor’s account is closed. In that case, the investor’s redemption proceeds may be worth more or less than the investor’s original investment. The Fund will not be responsible for any losses incurred due to the Fund’s inability to verify the identity of any investor opening an account.

REDEEMING YOUR SHARES

Regular Mail Redemptions.Regular mailredemption requests shouldbe addressed to:

Wellington Shields All-Cap Fund

c/o Mutual Shareholder Services, LLC

8000 Town Centre Drive

Suite 400

Broadview Heights, Ohio 44147

Regular mail redemption requests shouldinclude the following:

(1)

Your letter of instructionspecifying the account number and numberof shares,or thedollar amount,to be redeemed.This request mustbe signed byall registered shareholdersin theexact names in whichthey are registered;

(2)

Any required signature guarantees (see “Signature Guarantees” below); and

(3)

Other supporting legal documents, if required, in thecase of estates, trusts, guardianships, custodianships, corporations, partnerships, pensionor profit sharing plans, and other organizations.

Your redemption proceeds normally willbe sentto you within seven (7) daysafter receipt of your redemption request.The Fundmay delay forwardinga redemption check forrecently purchased shares whileit determines whether thepurchase payment willbe honored. Suchdelay (which may take up to fifteen (15) daysfrom the date of purchase) may
be reducedor avoided if the purchase is madeby certifiedcheck or wire transfer.In all cases, the net asset value next determined after receipt of the request for redemption willbe used in processing the redemption request.

Telephone and Bank Wire Redemptions.Unless youdecline the telephonetransaction privileges on youraccount application, youmay redeem sharesof the Fund by telephone.You mayalso redeem shares bybank wire undercertain limited conditions.The Fund willredeem shares in this manner when so requestedby the shareholderonly if the shareholder confirmsredemption instructions in writing,using the instructions above.

The Fund mayrely upon confirmationof redemption requests transmitted via facsimile(FAX# 440.526.4446).The confirmation instructions must includethe following:

(1)

The nameof the Fund;

(2)

Shareholder(s) name and account number;

(3)

Number of sharesor dollar amount to be redeemed;

(4)

Instructions for transmittal of redemption proceeds to the shareholder; and

(5)

Shareholder(s) signature(s) as it/they appear(s) on the application then on file withthe Fund.

Redemption proceeds will notbe distributed until written confirmation of theredemption requestis received,per the instructions above.You can chooseto haveredemption proceeds mailedto youat your addressof record, your financial institution,or to any other authorized person,or youcan have theproceeds sent by wire transfer to your financial institution ($5,000 minimum).Redemption proceeds cannotbe wiredon daysin which your financialinstitution is notopen for business.You can change your redemption instructions anytime you wish by filinga letterincluding yournew redemption instructions with the Fund.See “Signature Guarantees” below.

The Fundin its discretion maychoose topass through toredeeming shareholdersany charges imposed bythe Fund’s

custodian for wire redemptions. If this cost is passed through toredeeming shareholders by the Fund,the charge willbe deductedautomatically from your account by redemptionof sharesin your account. Your bankor brokeragefirm may also imposea charge forprocessing the wire.If wire transfer offunds is impossible or impractical,the redemption proceeds willbe sent by mail tothe designated account.

You may redeem shares, subjectto the proceduresoutlined above, bycalling the Fund at 1-888-626-3863. Redemptionproceeds willonly be sent to the financial institutionaccount or person named in your account applicationcurrently on file withthe Fund. Telephone redemption privileges authorize the Fund toact on telephone instructionsfrom any person representing himselfor herself tobe the investor and reasonably believed by the Fundor itsagents tobe genuine.The Fundor its agents willemploy reasonable procedures, such as requiringa form of personal identification, toconfirm that instructions are genuine. TheFund, however, willnot be liablefor any losses due to unauthorizedor fraudulent instructions.The Fund willalso not be liable for following telephone instructions reasonably believed tobe genuine.

Systematic Withdrawal Plan. A shareholder who ownsshares of the Fund valuedat $10,000 at the currentoffering price may establish a systematic withdrawalplan to receive a monthlyor quarterly check ina stated amount not lessthan $100. Each monthor quarter,as specified, the Fund will automaticallyredeem sufficient sharesfrom your accountto meetthe specified withdrawal amount.The shareholder mayestablish this service whetherdividends and distributionsare reinvestedin shares of theFund or paid in cash.Call or writethe Fundfor an application form.

Small Accounts. The Trustees reserve the right toredeem involuntarilyany account havinga balanceof less than $5,000 (due to redemptions, exchanges,or transfers, and not dueto marketaction) upon 30-days’ prior written notice.If the shareholderbrings his/heraccount balance upto the applicable minimum forthe share classduring the noticeperiod, the account willnot be redeemed. Redemptionsfrom retirement plansmay be subject to U.S. federal incometax withholding.

Signature Guarantees. To protect your account and the Fundfrom fraud, signature guaranteesmay be requiredto be sure that youare the person whohas authorized a change inregistration or standinginstructions for your account. Signature guarantees are generally required for (i) changeof registration requests;(ii) requests to establishor to change exchange privilegesor telephone and bank wireredemption service otherthan through your initialaccount application; (iii) transactions whereproceeds from redemptions, dividends,or distributionsare sent toan addressor financial institution differingfrom the addressor financial institution ofrecord; and (iv)redemption requests inexcess of $50,000. Signature guaranteesare acceptable from a member bankof the Federal ReserveSystem, a savings andloan institution, credit union(if authorizedunder state law), registered broker-dealer, securities exchange,or association clearingagency and must appearon the written request for changeof registration, establishmentor change in exchange privileges,or redemption request.

Redemptions in Kind.The Funddoes not intend, under normal circumstances, to redeem its securities by payment in kind.It ispossible, however, thatconditions may arise in the futurethat would,in the opinion ofthe Trustees, make it undesirable for theFund to pay for all redemptions incash. In such cases, the Trustees may authorize payment to be made in readily marketable portfolio securities of the Fund, either through the distribution of selected individual portfolio securities or a pro-rata distribution of all portfolio securities held by 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 receivingthem may incur brokerage costs when these securitiesare sold and will be subject to market risk until such securities are sold. Anirrevocable election has been filed under Rule 18f-1 ofthe 1940 Act, wherein the Fund must pay redemptions in cash, rather thanin kind, to anyshareholder of record of theFund who redeems during any90-day period, the lesserof (a) $250,000 or (b) onepercent (1%) of the Fund’s netassets at thebeginning of such period. Redemption requests in excess of this limit may be satisfied in cash or in kind at the Fund’s election.

Miscellaneous. All redemption requests will be processed and payment withrespect thereto willnormally be made withinseven daysafter tender.The Fund reservesthe rightto suspendany redemption request involvingrecently purchased shares until thecheck for the recently purchased shares has cleared.The Fundmay suspend redemptions,if permitted by the1940 Act, forany period during which the NYSE isclosed or during which tradingis restricted bythe SECor if the SECdeclares that an emergency exists. Redemptionsmay also be suspended duringother periods permitted bythe SEC forthe protection of the Fund’s shareholders. During drastic economic and market changes, telephone

redemption privileges may be difficult to implement. The Fund’s methods of satisfying shareholder redemption requests will normally be used during both regular and stressed market conditions.

PURCHASING OR REDEEMING SHARESTHROUGH A FINANCIAL INTERMEDIARY

You may purchaseor redeem shares of the Fund through an authorized financial intermediary (such asa financial planner or adviser).To purchaseor redeem shares based upon the net asset valueof any given day, your financial intermediary must receive yourorder before the close of regulartrading on the NYSE that day.Your financialintermediary is responsible fortransmitting all purchaseand redemption requests, investmentinformation, documentation, andmoney to the Fundon time.Your financial intermediary may charge additional transaction fees for its services.

Certain financial intermediaries may have agreements with theFund that allow them toenter confirmed purchaseand redemption orders on behalfof clientsand customers. Under this arrangement, the financial intermediary must send yourpayment to the Fundby the time the Fundprices itsshares on the followingbusiness day.

The Fund is notresponsible for ensuringthat a financialintermediary carries out its obligations.You shouldlook tothe financial intermediary through whomyou wish to invest for specific instructionson how to purchaseor redeem shares of theFund.

FREQUENT PURCHASES AND REDEMPTIONS

Frequent purchases and redemptions (“Frequent Trading”)of sharesof the Fund may present a numberof risks to other shareholdersof the Fund.These risks mayinclude, amongother things, dilution inthe valueof sharesof the Fund held bylong-term shareholders, interference withthe efficient management by the Advisorof theFund’s portfolio holdings,and increased brokerage and administration costs. Due to the potential of a thin market for the Fund’s small- and mid-cap portfolio securities, as well as overall adverse market, economic, political, or other conditions affecting the sale price of portfolio securities, the Fund could face untimely losses as a result of having to sell portfolio securities prematurely to meet redemptions. Current shareholders of the Fund may face unfavorable impacts as small- and mid-cap securities may be more volatile than securities for larger, more established companies and it may be more difficult to sell a significant amount of shares to meet redemptions in a limited market. Frequent trading may also increase portfolio turnover which may result in increased capital gains taxes for shareholders of the Fund. These capital gains could include short-term capital gains taxed at ordinary income tax rates.

The Trustees have adopteda policy thatis intended to discourage and toidentify suchactivity by shareholders of theFund. Under the Fund’sadopted policy, the Advisor hasthe discretion to refuseto accept further purchaseand/or exchangeorders from an investor ifthe Advisor believes theinvestor has a patternof FrequentTrading thatthe Advisor considersnot tobe in thebest interestsof theother shareholders. To assist the Advisor in identifying possible Frequent Tradingpatterns, MSSprovides a daily record of shareholdertrades to the Advisor.MSS also assiststhe Advisor in monitoringand testing shareholder purchase and redemption orders for possible incidents ofFrequent Trading.Under theFund’s policy regarding Frequent Trading, theFund intendsto limit investments from investor accounts that purchaseand redeem shares overa period of lessthan ten days in which (i) theredemption amount is withinten percent of theprevious purchaseamount(s); (ii) theredemption amount isgreater than $10,000; and(iii) twoor more such redemptions occur duringa 60 calendarday period.In the event sucha purchase and redemption pattern occurs, an investor account and any other account withthe same taxpayer identificationnumber willbe precluded from investing in the Fund(including investments thatare part of an exchange transaction) for at least30 calendar days after theredemption transaction.

This policy is intended toapply uniformly, except that the Fund maynot be able to identifyor determinethat a specific purchase and/or redemption ispart of a patternof FrequentTrading or thata specific investor isengaged inFrequent Trading, particularly with respect to transactionsmade through accountssuch as omnibus accountsor accountsopened throughthird-party financial intermediariessuch as broker-dealers and banks(“Intermediary Accounts”). Therefore, this policy isnot applied to omnibus accountsor Intermediary Accounts. Omnibusaccount arrangementspermit multiple investors to aggregatetheir respective share ownership positionsand to purchase, redeem, and exchange Fund shares without theidentity of the particular shareholders being known to the Fund. Like omnibusaccounts, Intermediary

Accounts normally permit investors to purchase, redeem,and exchange Fund shares without theidentity of theunderlying shareholder being known tothe Fund. Accordingly,the ability ofthe Fund to monitorand detect Frequent Tradingthrough omnibusaccounts and Intermediary Accounts wouldbe very limited, andthere would be no guarantee thatthe Fund could identify shareholders who mightbe engaging inFrequent Trading through such accountsor curtail suchtrading. The policy will notapply ifthe Advisor determines thata purchaseand redemption pattern isnot a FrequentTrading patternintended to respond to short-term fluctuations in thesecurities markets,such as inadvertenterrors that result in frequent purchases and redemptions. Inadvertenterrors shall includepurchases and/or redemptions made unintentionally or by mistake (e.g., where an investor unintentionally or mistakenly invests in the Fund and redeems immediately after recognizing the error). The investor shall have the burden of proving to the sole satisfaction of the Advisor that a frequent purchase and redemption pattern was the result of an inadvertent error. In such a case, the Advisor may choose to accept further purchaseand/or exchangeorders for such investor account.

If you invest with the Fund through an intermediary,please read that firm’sprogram materials carefully to learn ofany rulesor feesthat may apply.

Although theFund hastaken steps to discourageFrequent Trading of the Fund’s shares, thereis no guaranteethat such trading will not occur.

OTHER IMPORTANT INFORMATION

DIVIDENDS, DISTRIBUTIONS AND TAXES

The followinginformation is meant asa generalsummary forU.S. taxpayers. Additionaltax information appears inthe SAI. Shareholders shouldrely on theirown tax advisers for advice about the particular U.S. federal, state, andlocal tax consequences tothem of investing in theFund.

The Fund will distribute substantially all of itsincome and gains toits shareholdersevery year. Dividendspaid bythe Fund derived from netinvestment income, ifany, will generallybe paid annually and capital gains distributions, if any, willbe madeat least annually.Shareholders may elect to takedividends from net investment incomeor capital gains distributions,if any, incash or reinvestthem in additional Fund shares. Although theFund willnot be taxedon amounts it distributes, shareholders will generallybe taxedon distributions, regardlessof whether distributions arepaid by the Fund in cashor are reinvested in additional Fund shares.

Distributions generally will be taxable as qualified dividend income, long-term capital gain, or ordinary income. Qualified dividend income generally includes dividends paid by U.S. corporations and certain qualifying foreign corporations, provided the foreign corporation is not a passive foreign investment company. Any distribution resulting from such qualified dividend income received by the Fund will be designated as qualified dividend income. If the Fund designates a distribution as qualified dividend income, it generally will be taxable to individual shareholders at the long-term capital gains tax rate provided certain holding period requirements are met. If the Fund designates a distribution as a capital gains distribution, it generally will be taxable to shareholders as long-term capital gain, regardless of how long the shareholders have held their Fund shares. Short-term capital gains may be realized and any distribution resulting from such gains will be taxed at ordinary income tax rates. All taxable dividends paid by the Fund other than those designated as qualified dividend income or capital gain distributions will be taxable as ordinary income to shareholders.

Taxable distributions paid by the Fund to corporate shareholders will be taxed at corporate tax rates. Corporate shareholders may be entitled to a dividends-received deduction (“DRD”) for a portion of the dividends paid and designated by the Fund as qualifying for the DRD.

If the Funddeclares a dividendin October, November,or December but paysit inJanuary, it willbe taxable to shareholdersas if the dividend hadbeen received in the yearit wasdeclared. Every year,each shareholder will receivea statementdetailing the tax statusof any Fund distributions for that year. Distributionsmay be subject to U.S. state andlocal taxes,as wellas U.S. federal income taxes.

In general, a shareholder who sells or redeems shares will realize a capital gain or loss, which will be long-term or short-term depending upon the shareholder’s holding period for the Fund shares. An exchange of shares may be treated as a sale and may be subject to tax.

The Fund may be required to backup withhold U.S. federal income tax for all taxable distributions payable to shareholders who fail to provide the Fund with their correct taxpayer identification numbers, to make required certifications, or who have been notified by the IRS that they are subject to backup withholding. Backup withholding is not an additional tax. Rather, it is a way in which the IRS ensures it will collect taxes otherwise due. Any amounts backup withheld may be credited against a shareholder’s U.S. federal income tax liability.

Shareholders should consult with their own tax advisers to ensurethat distributions andsales of Fund sharesare treated appropriatelyon their U.S. federal incometax and other returns.

Cost Basis Reporting. The Fund is required to report its shareholders’ cost basis, gain/loss, and holding period for Fund shares to the IRS on the Fund’s shareholders’ Consolidated Form 1099s. The Fund has chosen average cost as its standing (default) tax lot identification method for all shareholders. A tax lot identification method is the way the Fund will determine which specific Fund shares are deemed to be sold when there are multiple purchases on different dates at differing prices, and the entire position is not sold at one time. The Fund’s standing tax lot identification method is the method Fund shares will be reported on a shareholder’s Consolidated Form 1099 if the shareholder does not select a different tax lot identification method. Shareholders may choose a method different than the Fund’s standing method and will be able to do so at the time of purchase or upon the sale of Fund shares. The Fund and its service providers do not provide tax advice. U.S. shareholders should consult independent sources, which may include a tax professional, with respect to choosing a tax lot identification method.

Possible Tax Law Changes. At the time that this prospectus was being prepared, various administrative and legislative changes to the U.S. federal tax laws are under consideration, but it is not possible at this time to determine whether any of these changes will take place or what the changes might entail.

FINANCIAL HIGHLIGHTS

The financialhighlights table on the followingpage is intended to help you understand the Fund’s financialperformance for the previous five(5) fiscal years. Certain information reflects financial results fora single Fund share.The total returns inthe table representthe rate that aninvestor wouldhave earnedor loston an investment inthe Fund (assuming reinvestment of all dividends and distributions).The financial data in the table below for the fiscal year ended November 30, 2025 was derived from the audited financial statements of the Fund and have been audited by Cohen & Company, Ltd., the Fund’s current independent registered public accounting firm, whose report covering this fiscal year is incorporated by reference into the SAI. The financial data in the table below for periods prior to November 30, 2023 have been derived from audited financial statements of the Fund and have been audited by the Fund’s predecessor independent registered public accounting firm. This information shouldbe read inconjunction with the Fund’s latest auditedannual financial statements and notes thereto,which are also incorporated by reference into the SAI, a copyof whichmay be obtained at no charge by calling the Fundat 1-888-626-3863. Furtherinformation aboutthe performance ofthe Fund is contained in the Semi-Annual and Annual Reportsof the Fund,a copy of whichmay also be obtainedat no charge bycalling the Fund.

Wellington Shields All-Cap Fund – Institutional Shares

Financial Highlights
Selected data for a share outstanding
throughout each year:	Year Ended		Year Ended		Year Ended		Year Ended		Year Ended
	11/30/2025		11/30/2024		11/30/2023		11/30/2022		11/30/2021
Net Asset Value -
Beginning of Year	$ 29.98		$ 23.02		$ 23.00		$ 29.21		$ 25.09
Net Investment Income / (Loss) (a)	(0.11)		(0.05)		0.11		0.17		(0.18)
Net Gain / (Loss) on Investments
(Realized and Unrealized)	4.37		7.12		0.47		(4.64)		7.01
Total from Investment Operations	4.26		7.07		0.58		(4.47)		6.83
Distributions (From Net Investment Income)	-	+	(0.11)		(0.04)		(0.13)		-
Distributions (From Net Realized Gains)	(1.17)		-		(0.52)		(1.61)		(2.71)
Total Distributions	(1.17)		(0.11)		(0.56)		(1.74)		(2.71)
Net Asset Value -
End of Year	$ 33.07		$ 29.98		$ 23.02		$ 23.00		$ 29.21
Total Return (b)	14.85%		30.81%		2.57%		(15.25)%		26.88%
Ratios/Supplemental Data
Net Assets - End of Year (Thousands)	$ 69,223		$ 62,346		$ 49,752		$ 51,819		$ 61,755
Before Waiver/Reimbursement/Recoupment
Ratio of Expenses to Average Net Assets	1.29%		1.31%		1.33%		1.30%		1.28%
After Waiver/Reimbursement/Recoupment
Ratio of Expenses to Average Net Assets	1.29%		1.31%		1.33%		1.30%		1.50%
Ratio of Net Investment Income / (Loss) to
Average Net Assets	(0.40)%		(0.19)%		0.48%		0.67%		(0.64)%
Portfolio Turnover Rate	20.39%		45.77%		57.06%		74.35%		45.90%
+ Less than +/- $0.005 per share.
(a) Based on Average Shares Outstanding.
(b) Total return represents the rate that the investor would have earned or lost on an investment in the
Fund assuming reinvestment of dividends.

Privacy Notice

FACTS	WHAT DOES CAPITAL MANAGEMENT INVESTMENT TRUST DO WITH YOUR PERSONAL INFORMATION?
Why?	Financial companies choosehow they share your personal information. Federallaw gives consumers theright to limit some butnot all sharing.Federal law also requiresus to tell youhow wecollect, share, and protect your personal information.Please read this noticecarefully to understand what wedo.
What?	The typesof personal information we collectand share dependon the productor service you havewith us.This information can include: § Social Security number § Assets § Retirement Assets § Transaction History § Checking Account Information § Purchase History § AccountBalances § AccountTransactions § Wire Transfer Instructions When youare no longer our customer, we continue to share your information as described in this notice.
How?	All financial companies need to share your personal information torun their everyday business.In the sectionbelow, welist the reasons financial companiescan sharetheir customers’ personal information; the reasons Capital Management InvestmentTrust chooses toshare; andwhether youcan limit this sharing.
Reasons wecan share your personal Does CapitalManagement Investment information Trust share? Can you limitthis sharing?
For our everydaybusiness purposes – Such as to process your transactions, maintain your account(s),respond to court Yes No orders and legal investigations,or report to credit bureaus
For our marketingpurposes – to offer our products and services to youNo We don’t share
For joint marketingwith other financial companies No We don’t share
For our affiliates’ everyday business purposes – No We don’t share information about your transactionsand experiences
For our affiliates’ everyday business purposes – No We don’t share information about your creditworthiness
For nonaffiliates to marketto you No We don’t share
Questions?	Call 1-888-626-3863

Page 2
Who we are
Who is providing this notice? CapitalManagement Investment Trust Wellington Shields& Co. LLC (Distributor) Arbor Court Capital, LLC (Sub-Distributor) Premier Fund Solutions, Inc. (Administrator)
What wedo
How does CapitalManagement Toprotect your personal informationfrom unauthorized access and use, we use Investment Trust security measuresthat comply with federal law.These measures include computer protect my personal information? safeguards and secured filesand buildings. Our service providersare held accountable for adheringto strict policies andprocedures to preventany misuseof yournonpublic personal information.
How does CapitalManagement We collect your personal information, for example,when you Investment Trust § Open an account collect my personalinformation? § Provide accountinformation § Give us your contact information § Make deposits or withdrawalsfrom youraccount § Make a wire transfer § Tell us where tosend the money § Tell us whoreceives the money § Show your government-issued ID § Show your driver’s license We alsocollect your personal informationfrom other companies.
Why can’t I limitall sharing? Federallaw gives you theright to limitonly § Sharing for affiliates’ everyday business purposes– information about your creditworthiness § Affiliates from using your information to market to you § Sharing for nonaffiliates to market to you State lawsand individualcompanies may give youadditional rights to limit sharing.
Definitions
Affiliates Companies related bycommon ownershipor control.They can be financial and nonfinancial companies. § Capital Management Associates, Inc., the investment adviser tothe CapitalManagement InvestmentTrust, could be deemed to be an affiliate.
Nonaffiliates Companiesnot related by commonownership or control.They canbe financial and nonfinancialcompanies § Capital Management Investment Trustdoes not sharewith nonaffiliates sothey can marketto you.
Joint marketing A formal agreementbetween nonaffiliated financialcompanies that together market financial productsor services to you. § Capital Management Investment Trust does not jointly market.

FOR MOREINFORMATION

You will find more information about the Fund in the following documents:

Statement of Additional Information: The Fund’s SAI, which is on file with the SEC and incorporated by reference into this prospectus, contains additional information about the Fund.

Annual/Semi-Annual Reports: Additional information about the Fund’s investments is available in the Fund’s annual and semi-annual reports to shareholders and in Form N-CSR. In the Fund’s annual report you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year. In Form N-CSR, you will find the Fund’s annual and semi-annual financial statements.

You can obtain a free copy of the SAI, annual and semi-annual reports to shareholders, and other information such as Fund financial statements, by writing to the Fund at c/o Mutual Shareholder Services, 8000 Town Centre Drive, Suite 400, Broadview Heights, Ohio 44147 or by calling the Fund toll-free at 1-888-626-3863. The Fund’s prospectus, SAI, annual and semi-annual reports to shareholders, and other information such as Fund financial statements are available for viewing/downloading at www.cmitfunds.com. General inquiries regarding the Fund may also be directed to the above address or telephone number.

Copies of these documents and other information about the Funds are available on the EDGAR Database on the Commission’s Internet site at http://www.sec.gov, and copies of these documents may also be obtained, after paying a duplication fee, by electronic request at the following email address: [email protected].

InvestmentCompany Act FileNumber: 811-08822

CAPITAL MANAGEMENT INVESTMENT TRUST

WELLINGTON SHIELDS ALL-CAP FUND

INSTITUTIONAL SHARES – Ticker Symbol WSACX

Series of

Capital Management Investment Trust

STATEMENT OF ADDITIONAL INFORMATION

March 28, 2025

Capital Management Investment Trust

60 Broad Street, 39^th Floor

New York, NewYork 10004
Telephone 1-888-626-3863

This Statement of Additional Information (“SAI”) is meant to be read in conjunction with the prospectus for the Wellington Shields All-Cap Fund (“All-Cap Fund” or the “Fund”) dated the same date as this SAI, relating to the All-Cap Fund’s Institutional Shares (“Prospectus”), and is incorporated by reference in its entirety into the Prospectus. Because this SAI is not itself a prospectus, no investment in shares of the Fund should be made solely upon the information contained herein. Information from the Annual Report to shareholders is incorporated by reference into this SAI. Copies of the Prospectus for the Fund and Annual Report 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 the Prospectus.

TABLE OF CONTENTS

	Page
OTHER INVESTMENT POLICIES	3
INVESTMENT LIMITATIONS	9
MANAGEMENT AND OTHER SERVICE PROVIDERS	9
PORTFOLIO TRANSACTIONS	17
SPECIAL SHAREHOLDER SERVICES	18
DISCLOSURE OF PORTFOLIO HOLDINGS	19
PURCHASE OF SHARES	20
REDEMPTION OF SHARES	21
NET ASSET VALUE	21
ADDITIONAL TAX INFORMATION	22
CAPITAL SHARES AND VOTING	29
FINANCIAL STATEMENTS	30
APPENDIX A - PROXY VOTING POLICIES	31

OTHER INVESTMENT POLICIES

The Fund isa diversified series of the CapitalManagement Investment Trust (“Trust”), a registeredopen-end management investmentcompany. The Trust was organized onOctober 14, 1994 as a Massachusetts business trust.The primary investment strategiesand risksof the Fundare described in theProspectus. In addition to the principal investment strategies discussed in the Fund’sProspectus, the Fundmay also employ the useof the financial instrumentsdescribed below in order to achieveits objective.The strategies set forthbelow arenot principal strategiesof the Fund.

General Investment Risks. All investments in securities and other financialinstruments involve a risk of financial loss. No assurancecan be given thatthe Fund’s investment program will be successful.Investors should carefullyreview the descriptions ofthe Fund’s investments andtheir risks describedin this SAI and the Fund’s Prospectus.

Repurchase Agreements. The Fund may acquire U.S. government obligationsor corporatedebt securities subject to repurchase agreements.A repurchasetransaction occurs when,at thetime the Fund purchasesa security(normally a U.S. Treasury obligation), it alsoresells it to the vendor (normallya memberbank ofthe Federal Reserveor a registered government securitiesdealer) and must deliver the security(and/or securities substituted forthem underthe repurchase agreement) tothe vendor on an agreedupon date in the future.The repurchaseprice exceeds the purchaseprice by an amount which reflectsan agreed upon market interest rate effective for the periodof time during whichthe repurchase agreement is in effect. Delivery pursuant to theresale generally willnormally occur withinone to sevendays of thepurchase.

Repurchase agreements are considered “loans”under the InvestmentCompany Actof 1940, as amended (“1940 Act”), collateralizedby the underlying security.The Trust will implement procedures tomonitor on a continuousbasis the value ofthe collateral servingas security for repurchase obligations.The Fund’s investment adviser, Capital Management Associates, Inc. (“CMA” or “Advisor”), will consider the creditworthiness ofthe vendor.If the vendor fails topay the agreed uponresale priceon the delivery date, theFund willretain or attemptto dispose of the collateral.The Fund’s risk is thatsuch default may includeany decline in valueof thecollateral to anamount which isless than 100% of therepurchase price, any costs of disposing of suchcollateral, andany lossresulting from any delay in foreclosing onthe collateral. The Fund willnot enterinto any repurchase agreement that would cause morethan 15% of itsnet assets tobe invested in repurchase agreements thatextend beyondseven days and other illiquid securities.

Money Market Instruments. The Fund may acquire money marketinstruments. These mayinclude U.S. government obligations or corporate debt obligations (including thosesubject to repurchase agreements), provided that they mature inthirteen monthsor lessfrom the date of acquisition and are otherwise eligible for purchase bythe Fund.Money marketinstruments alsomay include Banker’s Acceptancesand Certificates of Deposit of domestic branches ofU.S. banks, CommercialPaper, andVariable AmountDemand MasterNotes (“Master Notes”). Banker’s Acceptancesare time drafts drawnon and “accepted” by a bank. Whena bank “accepts” such a time draft,it assumes liability forits payment. Whenthe Fund acquiresa Banker’s Acceptance, the bankthat “accepted” the time draftis liable for paymentof interestand principal when due.The Banker’s Acceptancecarries the full faith andcredit of such bank.A Certificateof Deposit(“CD”) is an unsecured, interest bearingdebt obligation ofa bank. CommercialPaper is anunsecured, short-termdebt obligation of a bank,corporation, or otherborrower. Commercial Paper maturitygenerally ranges from2 to 270 days and it isusually soldon a discountedbasis rather than as an interest-bearing instrument.The Fund willinvest in CommercialPaper only if it is rated in oneof the top two rating categories by Moody’s Investors Service, Inc. (“Moody’s”),Standard & Poor’s RatingsGroup (“S&P”), or FitchInvestors Service, Inc. (“Fitch”)or, ifnot rated, isof equivalentquality in the Advisor’s opinion. CommercialPaper mayinclude Master Notesof the same quality. Master Notesare unsecured obligations whichare redeemable upon demandof the holder and which permit theinvestment of fluctuating amounts at varyingrates of interest. MasterNotes will be acquired by the Fundonly through the Master Noteprogram of the Fund’scustodian bank,acting as administrator thereof.The Advisor will monitor,on a continuous basis, the earningspower, cash flow,and other liquidityratios of the issuerof a MasterNote heldby the Fund.

Investment Companies. The Fund may, from time to time, invest in securities of other investment companies, including, without limitation, money market funds and exchange traded funds (“ETFs”). Section 12(d)(1)(A) of the 1940 Act provides that a fund may not purchase or otherwise acquire the securities of other investment companies if, as a result of such purchase or acquisition, it would own: (i) more than 3% of the total outstanding voting stock of the acquired investment company; (ii) securities issued by any one investment company having a value in excess of 5% of the fund’s total assets; or (iii) securities issued by all investment companies having an aggregate value in excess of 10% of the fund’s total assets. These limitations are subject to certain statutory and regulatory exemptions, including Rule 12d1-4 under the

1940 Act, which permits the Fund to invest in other investment companies beyond the statutory limits, subject to certain conditions. Among other conditions, Rule 12d1-4 prohibits a fund from acquiring control of another investment company (other than an investment company in the same group of investment companies), including by acquiring more than 25% of its voting securities. In addition, Rule 12d1-4imposes certain voting requirements when a fund’s ownership of another investment company exceeds particular thresholds. If shares of a fund are acquired by another investment company, the “acquired” fund may not purchase or otherwise acquire the securities of an investment company or private fund if immediately after such purchase or acquisition, the securities of investment companies and private funds owned by that acquired fund have an aggregate value in excess of 10 percent of the value of the total assets of the fund, subject to certain exceptions. These restrictions may limit the Fund’s ability to invest in other investment companies to the extent desired. In addition, other unaffiliated investment companies may impose other investment limitations or redemption restrictions which may also limit the Fund’s flexibility with respect to making investments in those unaffiliated investment companies. The Fund has adopted policies and procedures designed to comply with the requirements of Rule 12d1-4 and the Fund intends to follow such policies and procedures when investing in other investment companies.

Exchange Traded Funds. The Fund mayinvest inan exchange traded fund. An ETF isan investment company that holds a portfolioof common stockor bonds designed to track the performanceof a securities index or sector of an index. ETFs are tradedon a securitiesexchange based on their market value. Aninvestment in anETF generally presents the sameprimary risks as aninvestment ina conventional registeredinvestment company (i.e., one that isnot exchangetraded), including the risk that the general level of stock prices,or that the pricesof stocks withina particular sector, mayincrease or decrease, therebyaffecting the value ofthe sharesof anETF. In addition, all ETFs willhave costs and expenses that willbe passedon to the Fund and these costs andexpenses will inturn increasethe Fund’s expenses.ETFs are also subject to the followingrisks thatoften do not apply to conventional investment companies:(1) the marketprice of theETF’s sharesmay trade at a discountto the ETF’s netasset value and asa result,ETFs may experience more price volatilitythan other typesof portfolio investments andsuch volatility couldnegatively impact theFund’s net asset value;(2) an active trading market foran ETF’s shares may not developor be maintainedat a sufficient volume;(3) tradingof an ETF’s sharesmay be haltedif the listing exchangedeems suchaction appropriate; and (4)ETF sharesmay be delistedfrom the exchangeon whichthey trade,or “circuitbreakers” (whichare tied to large decreases in stockprices used bythe exchange)may temporarily halt trading inthe ETF’s stock.ETFs are also subjectto the risks ofthe underlying securitiesor sectors that theETF is designed to track. Finally, theremay be legal limitationsand other conditions imposed bySEC rules on the amountof the ETF sharesthat the Fundmay acquire.

Derivative Instruments. The Fund may invest in derivative instruments, which are financial instruments whose performance and value are derived, at least in part, from another source, such as the performance of an underlying asset or security. Derivatives may be purchased for hedging purposes, to enhance returns, as a substitute for purchasing or selling securities, to maintain liquidity or in anticipation of changes in the composition of its portfolio holdings. The Fund's transactions in derivative instruments may include, among others, the purchase and writing of options on securities.

Writing Covered Call Options. The Fund may write covered call options on equity securities or futures contracts that the Fund is eligible to purchase to earn premium income, to assure a definite price for a security it has considered selling, or to close out options previously purchased. The Fund may write covered call options if, immediately thereafter, not more than 30% of its net assets would be committed to such transactions. A call option gives the holder (buyer) the right to purchase a security or futures contract at a specified price (the exercise price) at any time until a certain date (the expiration date). A call option is “covered” if the Fund owns the underlying security subject to the call option at all times during the option period. When the Fund writes a covered call option, it maintains in a segregated account with its custodian or as otherwise required by the rules of the exchange for the underlying security, cash or liquid portfolio securities in an amount not less than the exercise price at all times while the option is outstanding.

The writing of covered call options is considered to be a conservative investment technique. The Fund will receive a premium from writing a call option, which increases the Fund’s return in the event the option expires unexercised or is closed out at a profit. The amount of the premium will reflect, among other things, the relationship of the market price of the underlying security to the exercise price of the option and the remaining term of the option. However, there is no assurance that a closing transaction can be effected at a favorable price. During the option period, the covered call writer has, in return for the premium received, given up the opportunity for capital appreciation above the exercise price should the market price of the underlying security increase, but has retained the risk of loss should the price of the underlying security decline.

Writing Covered Put Options. The Fund may write covered put options on equity securities and futures contracts that the Fund is eligible to purchase to earn premium income or to assure a definite price for a security if it is considering acquiring the security at a lower price than the current market price or to close out options previously purchased. The Fund may not write a put option if, immediately thereafter, more than 25% of its net assets would be committed to such transactions. A put option gives the holder of the option the right to sell, and the writer has the obligation to buy, the underlying security at the exercise price at any time during the option period. The operation of put options in other respects is substantially identical to that of call options.

The Fund will receive a premium from writing a put option, which increases the Fund’s return in the event the option expires unexercised or is closed out at a profit. The amount of the premium will reflect, among other things, the relationship of the market price of the underlying security to the exercise price of the option and the remaining term of the option. The risks involved in writing put options include the risk that a closing transaction cannot be effected at a favorable price and the possibility that the price of the underlying security may fall below the exercise price, in which case the Fund may be required to purchase the underlying security at a higher price than the market price of the security at the time the option is exercised, resulting in a potential capital loss unless the security subsequently appreciates in value.

The Fund may also write straddles (combinations of puts and calls on the same underlying security).

Purchasing Put Options. The Fund may purchase put options. As the holder of a put option, the Fund has the right to sell the underlying security at the exercise price at any time during the option period. The Fund may enter into closing sale transactions with respect to such options, exercise them or permit them to expire.

The Fund may purchase a put option on an underlying security (a “protective put”) owned as a defensive technique to protect against an anticipated decline in the value of the security. Such hedge protection is provided only during the life of the put option when the Fund, as the holder of the put option, is able to sell the underlying security at the put exercise price regardless of any decline in the underlying security’s market price. For example, a put option may be purchased to protect unrealized appreciation of a security where it is desirable to continue to hold the security because of tax considerations. The premium paid for the put option and any transaction costs would reduce any capital gain otherwise available for distribution when the security is eventually sold.

The Fund may also purchase put options at a time when it does not own the underlying security. By purchasing put options on a security it does not own, the Fund seeks to benefit from a decline in the market price of the underlying security. If the put option is not sold when it has remaining value, and if the market price of the underlying security remains equal to or greater than the exercise price during the life of the put option, the Fund will lose its entire investment in the put option. For the purchase of a put option to be profitable, the market price of the underlying security must decline sufficiently below the exercise price to cover the premium and transaction costs, unless the put option is sold in a closing sale transaction.

A put option will be recorded as an asset in the Fund’s statement of assets and liabilities, with its initial value set as the premium paid by the Fund when purchasing it. This asset will be adjusted daily to the option’s current market value, which will be the latest sale price at the time at which the Fund’s net asset value per share is computed (close of trading on the New York Stock Exchange), or, in the absence of such sale, the mean of the last quoted bid and ask prices. The asset will be extinguished upon expiration of the option, the selling (writing) of an identical option in a closing transaction, or the delivery of the underlying security upon the exercise of the option. The purchaser of a put option risks a total loss of the premium paid for the option if the price of the underlying security does not increase or decrease sufficiently to justify exercise.

Purchasing Call Options. The Fund may purchase call options. As the holder of a call option, the Fund has the right to purchase the underlying security at the exercise price at any time during the option period. The Fund may enter into closing sale transactions with respect to such options, exercise them or permit them to expire. The Fund may also purchase call options on relevant stock indices. Call options may also be purchased by the Fund for the purpose of acquiring the underlying securities for its portfolio. Utilized in this fashion, the purchase of call options enables the Fund to acquire the securities at the exercise price of the call option plus the premium paid. At times the net cost of acquiring securities in this manner may be less than the cost of acquiring the securities directly. This technique may also be useful to the Fund in purchasing a large block of securities that would be more difficult to acquire by direct market purchases. So long as it holds such a call option rather than the underlying security itself, the Fund is partially protected from any unexpected decline in the market price of the underlying security and in such event could allow the call option to expire, incurring a loss only to the extent of the premium paid for the option.

The Fund may also purchase call options on underlying securities it owns to protect unrealized gains on call options previously written by it. A call option would be purchased for this purpose where tax considerations make it inadvisable to realize such gains through a closing purchase transaction. Call options may also be purchased at times to avoid realizing losses that would result in a reduction of the Fund’s current return. For example, where the Fund has written a call option on an underlying security having a current market value below the price at which such security was purchased by the Fund, an increase in the market price could result in the exercise of the call option written by the Fund and the realization of a loss on the underlying security with the same exercise price and expiration date as the option previously written.

A call option will be recorded as an asset in the Fund’s statement of assets and liabilities, with its initial value set as the premium paid by the Fund when purchasing it. This asset will be adjusted daily to the option’s current market value, which will be the latest sale price at the time at which the Fund’s net asset value per share is computed (close of trading on the New York Stock Exchange), or, in the absence of such sale, the mean of the last quoted bid and ask prices. The asset will be extinguished upon expiration of the option, the selling (writing) of an identical option in a closing transaction, or the delivery of the underlying security upon the exercise of the option.

Options Transactions Generally. Option transactions in which the Fund may engage involve the specific risks described above as well as the following risks: the writer of an option may be required to exercise at any time during the option period; disruptions in the markets for underlying instruments could result in losses for options investors; imperfect or no correlation between the option and the securities being hedged; the insolvency of a broker could present risks for the broker’s customers; and market imposed restrictions may prohibit the exercise of certain options. In addition, the option activities of the Fund may affect its portfolio turnover rate and the amount of brokerage commissions paid by the Fund. The success of the Fund in using the option strategies described above depends, among other things, on the Advisor’s ability to predict the direction and volatility of price movements in the options, futures contracts and securities markets and its ability to select the proper time, type and duration of the options.

The Fund may purchase either exchange-traded or over-the-counter options on securities. With certain exceptions, over-the-counter options, and any assets used to cover them, are considered illiquid securities. The Fund’s ability to terminate options positions established in the over-the-counter market may be more limited than in the case of exchange-traded options and may also involve the risk that securities dealers participating in such transactions would fail to meet their obligations to the Fund.

Rule 18f-4 under the 1940 Act governs the Fund’s use of derivative instruments and certain other transactions that create future payment and/or delivery obligations by the Fund. Rule 18f-4 permits the Fund to enter into Derivatives Transactions (as defined below) and certain other transactions notwithstanding the restrictions on the issuance of “senior securities” under Section 18 of the 1940 Act. Section 18 of the 1940 Act, among other things, prohibits open-end funds, including the Fund, from issuing or selling any “senior security,” other than borrowing from a bank (subject to a requirement to maintain 300% “asset coverage”). In connection with the adoption of Rule 18f-4, the SEC eliminated the asset segregation framework arising from prior SEC guidance for covering Derivatives Transactions and certain financial instruments.

Under Rule 18f-4, “Derivatives Transactions” include the following: (i) any swap, security-based swap (including a contract for differences), futures contract, forward contract, option (excluding purchased options), any combination of the foregoing, or any similar instrument, under which the Fund is or may be required to make any payment or delivery of cash or other assets during the life of the instrument or at maturity or early termination, whether as margin or settlement payment or otherwise; (ii) any short sale borrowing; (iii) reverse repurchase agreements and similar financing transactions, if the Fund elects to treat these transactions as Derivatives Transactions under Rule 18f-4; and (iv) when-issued or forward-settling securities (e.g., firm and standby commitments, including to-be-announced (“TBA”) commitments, and dollar rolls) and non-standard settlement cycle securities, unless the Fund intends to physically settle the transaction and the transaction will settle within 35 days of its trade date.

Unless the Fund is relying on the Limited Derivatives User Exception (as defined below), the Fund must comply with Rule 18f-4 with respect to its Derivatives Transactions. Rule 18f-4, among other things, requires the Fund to (i) appoint a Derivatives Risk Manager, (ii) maintain a Derivatives Risk Management Program designed to identify, assess, and reasonably manage the risks associated with Derivatives Transactions; (iii) comply with certain value-at-risk (VaR)-based leverage limits (VaR is an estimate of an instrument’s or portfolio’s potential losses over a given time horizon and at a specified confidence level); and (iv) comply with certain Board reporting and recordkeeping requirements.

Rule 18f-4 provides an exception from the requirements to appoint a Derivatives Risk Manager, adopt a Derivatives Risk Management Program, comply with certain VaR-based leverage limits, and comply with certain Board oversight and reporting requirements if the Fund’s “derivatives exposure” (as defined in Rule 18f-4) is limited to 10% of its net assets (as calculated in accordance with Rule 18f-4) and the Fund adopts and implements written policies and procedures reasonably designed to manage its derivatives risks (the “Limited Derivatives User Exception”).

The Fund does not currently intend to enter into Derivatives Transactions, but reserves the right to do so upon adherence to all of the requirements of Rule 18f-4 or the requirements applicable to the Limited Derivatives User Exception, as applicable. Pursuant to Rule 18f-4, if the Fund enters into reverse repurchase agreements or similar financing transactions, the Fund will (i) aggregate the amount of indebtedness associated with all of its reverse repurchase agreements or similar financing transactions with the amount of any other “senior securities” representing indebtedness (e.g., bank borrowings, if applicable) when calculating the Fund’s asset coverage ratio or (ii) treat all such transactions as Derivatives Transactions.

The requirements of Rule 18f-4 may limit the Fund’s ability to engage in Derivatives Transactions as part of its investment strategies. These requirements may also increase the cost of the Fund’s investments and cost of doing business, which could adversely affect the value of the Fund’s investments and/or the performance of the Fund.

Short Sales. The Fund may commit up to 20% of its netassets in short sales, whichare transactions in whichthe Fund sells a security itdoes not own in anticipationof a decline in the market valueof that security. Tocomplete a short sale transaction, the Fund willborrow the security from a broker-dealer, which generally involvesthe payment ofa premium and transaction costs.The Fundthen sells the borrowedsecurity to a buyerin the market.The Fund will coverthe short positionby buying shares in the market either (i)at its discretion;or (ii) whencalled by the broker-dealerlender. Untilthe security isreplaced, the Fundis required topay the broker-dealer lenderany dividendsor interest that accrueduring the period of the loan.In addition, the netproceeds of theshort sale willbe retained by thebroker to the extentnecessary to meetregulatory or other requirements, until the shortposition is closed out.

The Fund will incura lossas a result of the short saleif the price of thesecurity increasesbetween thedate of the shortsale and thedate on whichthe Fund replaces the borrowed security.The Fund willrealize a gainif the securitydeclines inprice between those dates. Short sales involveleverage, whichmay exaggeratea gainor loss. The amountof any gain willbe decreased, and the amountof any loss increased by theamount of thepremium, dividends, interest,or expenses the Fund maybe required topay in connection witha short sale.The useof borrowing and short sales may cause the Fundto incur higher expenses(especially interest and dividend expenses)than those of otherequity mutual funds.When the Fund makesa short sale, the Fund will segregate liquidassets (such as cash, U.S. Government securities,or equity securities) on theFund’s books and/or ina segregated account atthe Fund’s custodian in anamount sufficient to coverthe current value ofthe securities to be replaced as well as any dividends, interest,and/or transactioncosts due to the broker-dealer lender.In determining the amount tobe segregated,any securitiesthat havebeen sold short by theFund willbe markedto market daily. To the extentthe marketprice of the securitysold short increases and more assets are required to meetthe Fund’s short sale obligations, additional assets willbe segregated to ensure adequate coverageof theFund’s short position obligations.

In addition, the Fund maymake short sales “againstthe box.”A short sale is againstthe box to the extentthat the Fund contemporaneouslyowns or has the right toobtain at no additional cost securities identical tothose sold short.If the Fund sells securities short againstthe box,it mayprotect unrealized gains, butit will lose theopportunity to profiton suchsecurities if the price rises.The Fund willincur transaction costs,including interest, inconnection withopening, maintaining,and closing short salesagainst thebox.

Foreign Securities. The Fund mayinvest directly in foreign securities tradedon U.S. nationalexchanges or over-the-counter domestic exchanges; foreign securities represented byAmerican Depositary Receipts (“ADRs”), as described below; andforeign securities tradedon foreign exchanges.The Fund mayalso invest in foreign currency-denominated fixed-income securities. Investing in securities issuedby companies whoseprincipal business activities are outsidethe United States mayinvolve significantrisks not present in domestic investments.For example, there isgenerally less publicly availableinformation about foreign companies, particularly thosenot subject to the disclosure and reporting requirements of the U.S. securities laws. Foreign issuersare generally not bound byuniform accounting, auditing, and financialreporting requirementsand standardsof practice comparable to those applicable to domestic issuers. Investments inforeign securitiesalso involvethe risk ofpossible adverse changesin investmentor exchange control regulations, currency exchange rates, expropriation or confiscatory taxation, limitationon the removal of cashor other assetsof the Fund, politicalor financial instability,or diplomatic and otherdevelopments which could affect such investments. Further, economies of particular countriesor areas of the world maydiffer favorably or unfavorably from the economy of the United States.Foreign securitiesoften trade withless

frequency and volumethan domestic securities and thereforemay exhibit greater price volatility. Additionalcosts associated with aninvestment in foreign securitiesmay include higher custodial feesthan wouldapply to domestic custodial arrangements, and transaction costsof foreigncurrency conversions.Certain foreign governments levy withholding taxes ondividend and interest income.Although insome countries it is possible forthe Fundto recovera portion of these taxes,the portion that cannotbe recovered will reduce the income thatthe Fund receivesfrom its investments.

ADRs provide a method wherebythe Fund may invest in securities issuedby companies whose principal business activities are outside theUnited States. ADRsare receipts typically issued bya U.S. bankor trust company evidencing ownershipof the underlying securities andmay be issued as sponsoredor unsponsored programs.In sponsored programs, an issuer has made arrangementsto haveits securities trade inthe form of ADRs.In unsponsored programs, theissuer may notbe directly involved in thecreation of theprogram. Althoughregulatory requirements withrespect tosponsored andunsponsored programs are generally similar, in some cases itmay be easier to obtainfinancial informationfrom an issuer that has participated in the creationof a sponsored program.

Funding Agreements. Within the limitations oninvestments in illiquid securities, the Fund mayinvest in various typesof funding agreements.A funding agreement is, in substance, an obligationof indebtedness negotiatedprivately between aninvestor and an insurancecompany. Funding agreementsoften have maturity-shortening features,such as an unconditional put, that permitthe investorto require the insurance companyto returnthe principal amountof the funding agreement, together with accrued interest, within one yearor less. Mostfunding agreements arenot transferable bythe investor and, therefore,are illiquid, except to the extentthe funding agreementis subject to a demandfeature of sevendays or less. An insurancecompany may be subjectto special protection under state insurance laws, which protectionsmay impair theability of the investor to require prompt performance bythe insurancecompany ofits payment obligations under thefunding agreement.

Illiquid Investments.In accordance with Rule 22e-4 under the 1940 Act (the “Liquidity Rule”), the Fund may invest up to 15% of its net assets in “illiquid investments.” For these purposes, “illiquid investments” are investments that cannot reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment.

The Fund must classify each portfolio investment at least monthly into one of four liquidity categories (highly liquid, moderately liquid, less liquid and illiquid), which are defined pursuant to the Liquidity Rule. Such classification is to be made using information obtained after reasonable inquiry and taking into account relevant market, trading and investment-specific considerations. Moreover, in making such classification determinations, the Fund determines whether trading varying portions of a position in a particular portfolio investment or asset class, in sizes that the Fund would reasonably anticipate trading, is reasonably expected to significantly affect its liquidity, and if so, the Fund takes this determination into account when classifying the liquidity of that investment. The Fund may be assisted in classification determinations by one or more third-party service providers. Investments classified according to this process as “illiquid investments” are those subject to the 15% limit on illiquid investments.

Forward Commitment& When-Issued Securities. The Fund may purchase securitieson a when-issued basisor for settlement ata futuredate if the Fund holds sufficientassets to meetthe purchase price. In suchpurchase transactions,the Fund willnot accrue interest on the purchasedsecurity untilthe actual settlement.If a security is sold fora forwarddate, the Fund will accrue the interest until the settlementof thesale. Whenissued security purchases and forwardcommitments have a higherdegree of risk of price movementbefore settlement due tothe extended timeperiod between the executionand settlement ofthe purchaseor sale. Asa result, theexposure to thecounterparty of the purchaseor sale isincreased. Althoughthe Fund wouldgenerally purchase securitieson a forward commitmentor when-issuedbasis with the intentionof taking delivery, the Fundmay sell sucha security prior to thesettlement date if the Advisor feltsuch action wasappropriate. In such a case, the Fundcould incura short-termgain or loss.

Borrowing. The Fundmay borrow up to an amount that has 300% asset coverage, which effectively permits the Fund to borrow up to one-third of its assets measured after the borrowing, plus an additional 5% for temporary purposes. In the event that the Fund should everborrow money under theseconditions, such borrowingcould increasethe Fund’s costsand thus reducethe value of the Fund’s assets.

Temporary Defensive Positions. As a temporary defensive measure in response to adverse market, economic,political, or other conditions,the Advisor may determinefrom time to time that marketconditions warrantinvesting ininvestment-grade bonds, U.S.government securities, repurchase agreements,money marketinstruments, and tothe extent permitted by applicablelaw and the Fund’s investment restrictions, sharesof other investment companies. Under such circumstances, theAdvisor mayinvest up to100% of the Fund’s assets in these investments. Since investmentcompanies investingin other investmentcompanies pay managementfees andother expenses relating to those

investment companies, shareholders of the Fund wouldindirectly pay both the Fund’s expensesand theexpenses relating to thoseother investmentcompanies withrespect to the Fund’sassets invested in suchinvestment companies. To the extentthe Fund isinvested inshort-term investments, itwill not be pursuing and maynot achieveits investment objective. Under normal circumstances,however, the Fund may also holdmoney market or repurchase agreement instruments for funds awaiting investment,to accumulate cash for anticipated purchasesof portfolio securities,to allow for shareholder redemptions, and to provide for Fund operating expenses.

INVESTMENT LIMITATIONS

The Fundhas adopted the following fundamental investment limitations, which cannot be changed without approval by holders of a majorityof theoutstanding voting shares of the Fund.A “majority” for thispurpose means the lesserof (i) 67% of the Fund’s outstandingshares represented inperson or byproxy ata meetingat which morethan 50% of its outstandingshares are represented;or (ii) more than50% of its outstanding shares. Unless otherwise indicated, percentagelimitations apply at the timeof purchase.

As a matterof fundamental policy,the Fund:

(1)

may not issue any senior securities to others or borrow money, except as permitted under the 1940 Act, and as interpreted or modified by regulatory authority having jurisdiction;

(2)

shall be a “diversified company” as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities from time to time;

(3)

may not invest more than 25% of the value of its net 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 these limitations);

(4)

may not invest in commodities or purchase or sell real estate, except as permitted by the 1940 Act or other governing statute, by the Rules thereunder or by the SEC or other regulatory agency with authority over the Fund;

(5)

may not underwrite securities issued by others except to the extent the Fund may be deemed to be an underwriter under the federal securities laws, in connection with the disposition of portfolio securities; and

(6)

may not make loans to others, except as permitted under the 1940 Act, and as interpreted or modified by regulatory authority having jurisdiction, from time to time.

With respect to the “fundamental”investment restrictions above, ifa percentage limitation is adhered to at the time of investment,a later increaseor decreasein percentageresulting from any change in valueor net assets willnot result in a violation ofsuch restriction (i.e. percentage limitationsare determined atthe timeof purchase);provided, however, that the treatmentof the fundamental restrictions related toborrowing money and issuing senior securities are exceptions tothis general rule.

MANAGEMENT AND OTHER SERVICE PROVIDERS

This section of the SAIprovides information about thepersons whoserve asTrustees and officers to theTrust and Fund, respectively, as wellas the entities that provide servicesto the Fund.

TRUSTEES AND OFFICERS. The Trustees are responsible forthe management and supervisionof the Fund.The Trustees setbroad policies forthe Fund and choosethe Fund’s officers.The Trustees also approveall significant agreements between the Trust, on behalfof the Fund, and those companies that furnish servicesto the Fund; review performance of the Advisor andthe Fund; andoversee activities ofthe Fund.Generally, each Trustee and officerserves an indefiniteterm or until certain circumstances occur such as their resignation,death, or otherwise as specified in the Trust’s organizational documents.Any Trustee maybe removedat a meetingof shareholdersby a vote meeting the requirementsof the Trust’s organizational documents.The following chart showsinformation forthe Trustees, including theTrustees whoare not “interested persons” as defined in the1940 Act (“Independent Trustees”) and the Trustees whoare “interested persons”as defined in the 1940 Act (“Interested Trustees”),as wellas each officer ofthe Trust. The addressof each Trustee and officer, unless otherwise indicated, is 60 Broad Street, 39^th Floor, NewYork, NewYork 10004.

Name and Year of Birth and Address	Position(s) Held with Fund/Trust	Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee During Past 5 Years
Independent Trustees
Michael D. Cahill: Year of Birth 1973	Trustee	Since 11/2019	Head Trader, CKC Capital LLC (since 2015); Sales Trader, Wellington Shields & Co. LLC (03/2011 – 03/2015).	1	None
Paul J. Camilleri Year of Birth: 1947	Trustee	Since 2/2007	Arbitrator for the Financial Industry Regulatory Authority, Inc. (since 2001).	1	None
Interested Trustee*
David V. Shields Year of Birth: 1939	Trustee	12/1994 – 04/2019; Since 11/2019	Director (since 1982) of Capital Management Associates, Inc. (registered investment adviser to All-Cap Fund and previously to the Wellington Shields Small-Cap Fund); Chairman and Managing Member (since December 2009) of Wellington Shields & Co., LLC (broker/dealer and distributor to the Fund); Managing Member (since December 2009) of Wellington Shields Capital Management, LLC (registered investment adviser).	1	None
Officers
W. Jameson McFadden Year of Birth: 1981	President, Principal Executive Officer and Principal Financial Officer and Secretary	Since 2016	President, Capital Management Associates, Inc. (2014-present); Secretary, Wellington Shields Capital Management, LLC (2009 to present); Secretary and Treasurer (2010-2014) and Analyst (2006-2010), Capital Management Associates, Inc.	N/A	N/A
Stephen J. Portas Year of Birth: 1969	Chief Compliance Officer	Since 3/2014	Chief Compliance Officer (since 2013) and Vice President (since 2011) of CMA; Chief Compliance Officer (2000-2011) of Midwood Securities (broker-dealer).	N/A	N/A
James D. Craft Year of Birth: 1982	Treasurer	Since 1/2020	Fund Administrator, Premier Fund Solutions, Inc. (2007-present); Chief Technology Officer, Premier Fund Solutions, Inc. (2011-present).	N/A	N/A

* Basisof Interestedness:David V. Shieldsis an Interested Trustee becausehe is an officerand principal owner of Capital Management Associates, Inc., the Fund’s investment adviser,and WellingtonShields & Co., LLC, the Fund’s distributor.

Board Structure. The Trust’sBoard of Trustees (the “Board") includestwo IndependentTrustees and one Interested Trustee.The Board has established four standingcommittees: an Audit Committee,a Nominating Committee, a Proxy Voting Committeeand a Qualified Legal ComplianceCommittee. These standing committeesare comprisedentirely of the Independent Trustees.Other information about these standingcommittees is set forthbelow. The Board does not havea singlelead Independent Trustee, although oneof the IndependentTrustees serves as Chairman of the AuditCommittee. The Board hasdetermined thatthe Board’s structure is appropriate given thecharacteristics, sizeand operations of theTrust. The Board also believesthat its leadership structure, includingits committees, helps facilitate effective oversightof Trust management.The Board reviewsits structure annually.

With respect to risk oversight, the Board considers risk management issues aspart of its general oversight responsibilities throughoutthe year.The Board holds fourregular board meetingseach year during whichthe Board receivesrisk managementreports and/or assessments from Trust management, theFund’s adviser, administrator, transfer agentand distributor,and receivesan annualreport from the Trust’sChief ComplianceOfficer (“CCO”). The AuditCommittee also meets with theTrust’s independent registered public accountingfirm on an annual basis,to discuss among other things,the internal control structure of theTrust’s financial reporting function. Whenappropriate, theBoard may holdspecial meetingsor communicatedirectly withTrust management,the CCO, theTrust’s third-party service providers, legal counselor independent registered public accountingfirm to address mattersarising between regularboard meetingor needingspecial attention. In addition, theBoard hasadopted policies and procedures for the Trustto helpdetect and prevent and, if necessary,correct violationsof federal securitieslaws.

Qualification of Trustees. The Trust believesthat each of theTrustees has theappropriate experience, qualifications, attributes and skills (collectively “Trustee Attributes”) to serve asa trustee to theTrust in light of theTrust’s business and structure. Among theTrustee Attributescommon toeach of the Trustees are theirability to evaluate,question and discuss information aboutthe Fund, to interacteffectively with the other Trustees, Trust management,the CCO andTrust thirdparty service providers, legal counseland the independentregistered public accounting firm, and exercise business judgment in the performanceof their duties as Trustees.Two of theTrustees also have servedon theBoard fora numberof years and thushave gained substantial mutualfund board experience and insightas to thebusiness and operationsof a mutual fund,including the Fund and Trust. The third Trustee has extensive industry experience that also provides valuable experience and insight to the operations of the Fund and Trust.

In addition to theTrustee Attributeslisted above, each ofthe Trustees hasadditional Trustee Attributesincluding, amongother things, theTrustee Attributesas providedin the “Trusteesand Executive Officers”table above andas follows:

Mr. Camilleri has experience in and knowledge of the financial industry in his role as an arbitrator for the Financial Industry Regulatory Authority and as a former consultant for a broker/dealer. Mr. Camilleri also has served as an Independent Trustee of the Trust since 2007. Mr. Cahill has worked in the finance industry since 1997. Mr. Cahill is currently the Head Trader for an SEC registered investment advisor, providing equity execution and trading management, broker-dealer relationship management and commission budget management. Mr. Cahill previously served as the vice president of institutional sales and trading. Mr. Shields has experience in and knowledge of the financial industry as a Director of CMA and CEO of the broker-dealer which serves as the distributor for the Fund. Mr. Shields also served as Trustee of the Trust since its inception until his resignation on April 10, 2019, which resignation was for the purpose of ensuring that the Board maintained a majority of Independent Trustees.

The Board has determinedthat each of theTrustees’ careers and background, combinedwith their interpersonal skills and general understandingof financial and other matters, enable the Trusteesto effectively participate in and contributeto the Board’s functionsand oversight of theTrust. References to the qualifications, attributesand skillsof Trustees are pursuant to requirementsof the SEC,do not constituteholding outthe Board orany Trustee as havingany special expertiseor experience, and shallnot impose any greater responsibilityon any suchperson or on the Board by reason thereof.

Trustee Standing Committees. The Trusteeshave established the following standing committees:

Audit Committee:The IndependentTrustees are the currentmembers of the Audit Committee.The AuditCommittee oversees the Fund’s accounting and financial reporting policies and practices, reviews the results of the annualaudits of theFund’s financial statements, andinteracts with theFund’s independent auditors onbehalf of all theTrustees. The Audit Committeeoperates pursuantto an AuditCommittee Charter andmeets periodically as necessary.The Audit Committee met onetime duringthe Fund’s last fiscal year.

Nominating Committee:The IndependentTrustees are the current members ofthe NominatingCommittee. The Nominating Committee nominates, selects,and appoints Independent Trustees to fill vacancies on theBoard andto stand forelection at meetings ofthe shareholdersof theTrust. The nominationof IndependentTrustees is in the sole discretion of theNominating Committee.The Nominating Committee meetsonly as necessary anddid not meet duringthe Fund’s last fiscal year.The Nominating Committee willnot consider nominees recommended byshareholders of the Trust.

Proxy Voting Committee: The IndependentTrustees are the current members ofthe Proxy Voting Committee.The Proxy Voting Committee will determinehow the Fund should cast its vote, if calledupon by the Board or the Advisor, whena matter withrespect to which the Fund is entitled to vote presentsa conflict between the interestsof theFund’s shareholders, on the one hand, and thoseof the Fund’s Advisor,principal underwriter or an affiliatedperson of theFund, itsinvestment adviser, or principal underwriter, on theother hand. The Proxy Voting Committee willreview theTrust’s Proxy Voting Policy and recommend anychanges to theBoard as it deems necessaryor advisable.The Proxy Voting Committee will also decide ifthe Fund should participate ina class action settlement, if calledupon by theAdvisor, in cases wherea class action settlement with respect tothe whichthe Fund is eligible toparticipate presentsa conflict between theinterests of theFund’s shareholders,on theone hand, and thoseof the Advisor,on the other hand.The Proxy Voting Committeemeets only asnecessary and did not meetduring theFund’s last fiscal year.

Qualified Legal Compliance Committee:The IndependentTrustees are the current members ofthe Qualified Legal ComplianceCommittee. The Qualified Legal ComplianceCommittee receives, investigates and makes recommendationsas to appropriate remedial action in connection with anyreport of evidenceof a material violationof securities lawsor breach of fiduciaryduty or similar violation by the Trust, its officers, trusteesor agents.The Qualified Legal Compliance Committee meets onlyas necessary and did not meet duringthe Fund’s last fiscal year.

Beneficial Equity Ownership Information. The table below shows foreach Trustee, the amount of Fundequity securities beneficiallyowned byeach Trustee,and the aggregatevalue of allinvestments inequity securitiesof the Fund complex, asof a valuation dateof December31, 2024 and statedas oneof the following ranges:A = None;B = $1-$10,000;C = $10,001-$50,000; D = $50,001-$100,000; andE = over $100,000.

Name of Director		Dollar Range of Equity Securities in the Fund	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Director in Family of Investment Companies
Independent Trustees
Michael D. Cahill
	All-Cap Fund	A
			A
Paul J. Camilleri
	All-Cap Fund	A
			A
Interested Trustees
David V. Shields
	All-Cap Fund	E
			E

Ownership of Securities of Advisor, Distributor,or Related Entities. Asof December 31, 2024, noneof the Independent Trustees and/or their immediate family members owned securitiesof the Advisor, Wellington Shields& Co., LLC(the “Distributor”),or any entity controlling, controlled by,or under common control withthe Advisoror Distributor.

Compensation. Trustees and officers ofthe Trust whoare interested persons ofthe Trust or the Advisor will receive no salary or feesfrom the Trust. Other Trustees will receive an annual feeof $2,000 per Fundeach yearplus $500 per Fundper meeting attendedin person and$300 per Fundper meetingattended by telephone.The Trust will also reimburseeach Trustee and officer for hisor her traveland other expensesrelating to attendanceat such meetings.The table below reflectsthe amountof compensation received byeach Trustee for the fiscal yearended November30, 2024.

Name of Trustee	Aggregate Compensation from the All-Cap Funds*	Pension or Retirement Benefits Accrued As Part of Fund Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation From the Funds and Trust Paid to Trustees
Michael D. Cahill	$8,000	None	None	$8,000
Paul J. Camilleri	$8,000	None	None	$8,000
David V. Shields	None	None	None	None

Codes of Ethics. The Trust, the Advisor and theDistributor haveeach adopted a code of ethics,as required byapplicable law,which is designedto prevent affiliatedpersons of the Trust, the Advisors and theDistributor from engaging in deceptive, manipulative,or fraudulentactivities inconnection withsecurities held or to be acquired by the Fund (which securities may alsobe held by persons subject to a code). There can be no assurancethat the codes willbe effective in preventing suchactivities.

Anti-Money Laundering Program. The Trust has adoptedan anti-money laundering program,as requiredby applicable law, that isdesigned to preventthe Fund from being used formoney launderingor the financing of terrorist activities. The Trust’s Chief ComplianceOfficer is responsible for implementing and monitoring theoperations and internalcontrols ofthe program. Complianceofficers at certainof the Fund’s service providers are also responsible for monitoring the program.The anti-money launderingprogram is subject to the continuing oversightof the Trustees.

Proxy Voting Policies. The Trust has adopteda proxy votingand disclosurepolicy that delegates to the Advisor the authority to vote proxies forthe Fund,subject to oversightof the Trustees.A copy of the Trust’s Proxy Voting and DisclosurePolicy and the Advisor’sProxy Voting Policy andProcedures are includedas Appendix Ato thisSAI.

No later than August 31 of each year, the Fund must file Form N-PX with the SEC. Form N-PX states how an investment company voted proxies for the prior twelve-month period ended June 30. The Fund’s proxy voting records, as set forth in the most recent Form N-PX filing, are available upon request, without charge, by calling the Fund at 1-888-626-3863. This information is also available on the SEC’s website at http://www.sec.gov.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF VOTINGSECURITIES. Asof March 4, 2025, the Trusteesand officersof the Trust as a group owned beneficially (i.e., directly or indirectly had votingand/or investmentpower) 12.49% of thethen outstandingshares of the All-Cap Fund. Except as provided below, no person is known bythe Trust tobe the beneficial owner of more than5% of the outstanding shares of theFund as of March 4, 2025.

All-Cap Fund

Institutional Shares

Name and Address of Principal Holder	Percentage Owned of Record
FOR BENEFIT OF A/C 189 PERSHING LLC ONE PERSHING PLAZA JERSEY CITY, NJ 07399	31.07%
FOR BENEFIT OF A/C 171 PERSHING LLC ONE PERSHING PLAZA JERSEY CITY, NJ 07399	8.42%
MATRIX TRUST COMPANY WELLINGTON SHIELDS 401(K) 140 BROADWAY NEW YORK, NY 10005	6.56%
FOR BENEFIT OF A/C 582 PERSHING LLC ONE PERSHING PLAZA JERSEY CITY, NJ 07399	5.89%
FOR BENEFIT OF A/C 398 PERSHING LLC ONE PERSHING PLAZA JERSEY CITY, NJ 07399	5.08%

INVESTMENT ADVISER. Information about CMA,60 Broad Street, 39^th Floor,New York,New York 10004 and its dutiesand compensationas Advisorto the Fund iscontained in the Fund’sProspectus. The Advisor supervisesthe Fund’s investmentspursuant tothe investment advisory agreementfor theFund (“Advisory Agreement”).The Advisory Agreement is effective fora two-year period and willbe renewed thereafter only so long as such renewaland continuance is specificallyapproved at least annually bythe Trustees or by voteof a majorityof theFund’s outstanding voting securities, provided the continuance is also approved bya majority of the Trustees who arenot parties tothe Advisory Agreementor interestedpersons of any such party. The Advisory Agreement is terminable withoutpenalty on 60 days’ notice by the Fund(as approved by theTrustees or by voteof a majority of the Fund’s outstanding voting securities)or by theAdvisor. The Advisory Agreement provides that it will terminateautomatically inthe event of its assignment.

The Advisor managesthe Fund’s investments in accordance withthe statedpolicies of the Fund, subject to the approval ofthe Trustees.The Advisor is responsible for investment decisions and providesthe Fund with portfolio managers whoare authorized bythe Trustees to executepurchases and salesof securities.

The portfolio managers forthe Fundare AlexanderL.M. Cripps, CFA, andW. Jameson McFadden. Messrs. Cripps and McFaddenare primarilyand jointly responsible for the daily operationsof the Fund.They are assistedby Paul Gulden,co-Chief Investment Officerof Wellington Shields Capital Management, LLC, an affiliate of CMA.

The principal shareholders of CMA are W. Jameson McFadden, David V. Shields, and D. Larus Shields. The current ownership structure is the result of the distribution of the Estate of Mr. J.V. Shields, Jr. While this distribution resulted in a change in control of CMA, no material changes to the management or operations of CMA occurred. The officers and directors of CMA control CMA through ownership. Affiliates of CMA also control the Distributor. Under the Advisory Agreement, an 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 Advisory Agreement.

As compensation forits services to theAll-Cap Fund, CMA receives a monthly management feebased on the All-Cap Fund’sdaily netassets at an annualrate of 1.00% of the first$100 millionof the Fund’s netassets, 0.90% of the next$150 million,0.85% of the next$250 million and0.80% of all assets over$500 million.For the fiscal year ended November30, 2024, CMA received$558,257. For the fiscal year ended November30, 2023, CMA received$478,888. For the fiscal year ended November30, 2022, CMA received$542,642.

No waivers or reimbursements were incurred during the fiscal year ended November 30, 2023 and 2024. Additionally, as of November 30, 2023, there were no previously waived fees available for reimbursement to the Advisor. In accordance with the Expense Limitation Agreement, there were $68,962 of fees available for recoupment through November 30, 2022; however, the Advisor waived its recoupment rights for the remaining $68,962 related to the fiscal year 2022.

Portfolio Managers:

Compensation. The portfolio managersof the Fundsare W. Jameson McFaddenand Alexander L.M. Cripps, CFA.Their compensationconsists of a fixed annual salary.The portfolio managers’compensation is notlinked to any specific factors,such as theFund’s performanceor assetlevel.

Ownership of Fund Shares. The table below shows theamount of Fundequity securities beneficially owned byeach portfolio manager as of theend of November 30, 2024 statedas one of the followingranges: A = None; B = $1-$10,000; C = $10,001-$50,000; D = $50,001-$100,000; E = $100,001-$500,000; F = $500,001-$1,000,000; andG = over $1,000,000.

Name of Portfolio Manager	Dollar Range of Equity Securities in the Wellington Shields All-Cap Fund
W. Jameson McFadden	G
Alexander L.M. Cripps, CFA	C

Other Accounts.Otherthan the Fund,the portfolio managersare responsible for theday-to-day managementof certain other accounts.The table below showsthe number of, andtotal assetsin, such other accounts asof November 30, 2024:

Name	Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts*
	Number of Accounts	Total Assets	Number of Accounts	Total Assets	Number of Accounts	Total Assets
W. Jameson McFadden	0	$0	0	$0	31	$111.568 million
Accounts where advisory fee is based upon account performance	0	$0	0	$0	0	$0
Alexander L.M. Cripps, CFA	0	$0	0	$0	32	$110.242 million
Accounts where advisory fee is based upon account performance	0	$0	0	$0	0	$0

* Mr. McFadden manages three Other Accounts holding $2.258 million (after excluding unsupervised assets); Mr. Cripps manages four Other Accounts holding $0.932 million (excluding unsupervised assets); and Messrs. McFadden and Cripps co-manage twenty-eight Other Accounts holding $109.31 million (excluding unsupervised assets).

Conflicts of Interests. A Portfolio Manager’s managementof “other accounts” may give riseto potentialconflicts of

interest in connection with his management of the Fund’s investments,on the one hand, and the investmentsof the other accounts,on the other.The other accounts includepension plans, foundations, endowments, mutual funds, and privateclients (collectively,the “Other Accounts”).The Other Accounts might havesimilar investmentobjectives asthe Fund,track the sameindex the Fund tracksor otherwisehold, purchase,or sell securities that are eligible tobe held, purchased,or sold by theFund. Whilethe portfolio manager’s managementof otheraccounts maygive rise to the followingpotential conflictsof interest, the Advisordoes not believethat the conflicts,if any,are materialor, to the extentany such conflictsare material, the Advisorbelieves that ithas designed policies and procedures thatare designed to manage those conflicts in an appropriate way.

Knowledge of the Timingand Sizeof Fund Trades: A potential conflictof interest mayarise asa resultof the portfolio manager’sday-to-day managementof the Fund. The portfolio manager knows the sizeand timing of trades for the Fund and theOther Accounts, and maybe able to predict the marketimpact of Fundtrades. It is theoretically possible that the portfolio manager coulduse this information to the advantageof Other Accounts it manages and to the possible detriment of theFund, or vice versa.

Investment Opportunities: The Advisorprovides investment supervisory services fora numberof investmentproducts that havevarying investment guidelines.The portfolio manager worksacross different investment products.Differences in the compensationstructures of the Advisor’sinvestment products may giverise to a conflict ofinterest bycreating an incentive for the Advisor toallocate the investmentopportunities itbelieves mightbe the most profitable to the client accounts whereit mightbenefit the mostfrom theinvestment gains.

ADMINISTRATOR AND TRANSFER AGENT. Premier Fund Solutions, Inc. (“PFS” or the “Administrator”), 1939 Friendship Drive, Suite C, El Cajon, CA 92020, is the administrator, and Mutual Shareholder Services, LLC (“MSS”), 8000 Town Centre Drive, Suite 400, Broadview Heights, Ohio 44147 is the accounting services agent and transfer agent. Services are provided pursuant to a services agreement (the “Services Agreement”). Under the Services Agreement, PFS and MSS are responsible for a wide variety of functions, including but not limited to: (a) fund accounting services; (b) financial statement preparation; (c) valuation of the Fund’s portfolio securities; (d) pricing the Fund’s shares; (e) assistance in preparing tax returns; (f) preparation and filing of required regulatory reports; (g) communications with shareholders; (h) coordination of Board and shareholder meetings; (i) monitoring the Fund’s legal compliance; and (j) maintaining shareholder account records. During the fiscal year ended November 30, 2024, the All-Cap Fund paid MSS $47,052 under the Services Agreement for fund accounting and transfer agent services. During the fiscal year ended November 30, 2024, the All-Cap Fund paid PFS $39,078 under the Services Agreement for administration services. During the fiscal year ended November 30, 2023, the All-Cap Fund paid MSS $41,725 under the Services Agreement for fund accounting and transfer agent services. During the fiscal year ended November 30, 2023, the All-Cap Fund paid PFS $33,522 under the Services Agreement for administration services. During the fiscal year ended November 30, 2022, the All-Cap Fund paid MSS $45,753 under the Services Agreement for fund accounting and transfer agent services. During the fiscal year ended November 30, 2022, the All-Cap Fund paid PFS $37,985 under the Services Agreement for administration services.

Unless sooner terminated as provided therein byeither theTrust or PFS or MSS,the Services Agreementsbetween the Trust and PFS and MSS will continueon a year-to-year basis.

DISTRIBUTOR. Wellington Shields & Co., LLC (“Distributor”),60 Broad Street, 39^th Floor,New York, NewYork 10004, is the principal underwriter and distributorof Fund sharespursuant toa Distribution Agreement withthe Trust. The Distributor, which is affiliated withthe Advisor, servesas exclusive agent forthe distributionof the shares ofthe Fund.The Distributormay sell suchshares to or throughqualified securities dealers or others. David V. Shields and W. Jameson McFadden, affiliated personsof the Fund, are also affiliated personsof the Advisor and the Distributor.

SUB-DISTRIBUTOR. The Trust and the Distributor have entered into a Sub-Distribution Agreement with Arbor Court Capital, LLC (“Sub-Distributor”), 8000 Town Centre Drive, Suite 400, Broadview Heights, Ohio 44147, under which the Sub-Distributor provides certain assistance to the Distributor in connection with processing purchases, redemptions and other transactions involving shares of the Fund through the National Securities Clearing Corporation. Under the terms of the Sub-Distribution Agreement, the Distributor is responsible for paying the Sub-Distributor for its services.

CUSTODIAN. The Huntington National Bank (“Custodian”), 7 Easton Oval, Columbus, OH 43219, serves as custodian for the Fund’s assets as of the date of this SAI. The Custodian acts as the depository for the Fund, safekeeps its portfolio securities, collects all income and other payments with respect to portfolio securities, disburses monies at the Fund’s request and maintains records in connection with its duties as Custodian.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. Cohen & Company, Ltd., 1835 Market Street, Suite 310, Philadelphia, Pennsylvania 19103, serves as the independent registered public accounting firm for the Fund for the current fiscal year and 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 independent registered public accountingfirm audits the financial statementsof the Fundat least onceeach year. Shareholders willreceive annualaudited and semi-annual unauditedreports when published andwritten confirmation of all transactions in their account. A copy of the most recent Annual Report will accompany the SAI whenever a shareholder or a prospective investor requests it.

LEGAL COUNSEL. Practus, LLP, located at 11300 Tomahawk Creek Parkway, Suite 310, Leawood, KS 66211, servesas legalcounsel to the Trust and theFund.

PORTFOLIO TRANSACTIONS

Subject to the general supervision of the Trustees, the Advisor is responsible for, makes decisions with respect to, and places orders for all purchases and salesof portfoliosecurities forthe Fund.

The annualized portfolio turnover ratefor the Fund iscalculated by dividing the lesserof purchasesor salesof portfolio securities for the reportingperiod by themonthly average valueof the portfolio securitiesowned duringthe reportingperiod. The calculation excludes all securities whose maturitiesor expirationdates at the time of acquisition are one yearor less. Portfolio turnoverof the Fund mayvary greatly from yearto yearas wellas withina particular year, and maybe affected by cash requirements for redemptionof sharesand by requirements that enablethe Fundto receive favorabletax treatment.Portfolio turnover willnot be a limiting factor inmaking Fund decisions, andthe Fundmay engage in short-term trading to achieve its investment objectives. Highrates of portfolio turnovercould lower performanceof the Fund due to increased transaction costs andmay also resultin the realization of short-term capital gains taxed atordinary income tax rates.

Purchases of money market instruments by the Fundare made from dealers, underwriters, and issuers.The Fund currentlydoes not expectto incur any brokerage commission expenseon such transactions because money market instrumentsare generally traded on a “net”basis bya dealer acting as principal forits own account withouta stated commission.The price of the security, however, usually includesa profit to the dealer. Securities purchased in underwritten offerings includea fixed amountof compensationto the underwriter, generally referredto as the underwriter’sconcession or discount. When securitiesare purchaseddirectly from or sold directly toan issuer, no commissionsor discountsare paid.

Transactions on U.S. stock exchanges involvethe paymentof negotiated brokerage commissions. On exchangeson which commissionsare negotiated, the costof transactions may vary among different brokers. Transactions inthe over-the-counter marketare generallyon a net basis (i.e., without commission) through dealers,or otherwise involve transactions directly withthe issuerof an instrument.

The Fund may participate, if andwhen practicable, inbidding for the purchase of securities directlyfrom an issuer inorder to takeadvantage of thelower purchaseprice available tomembers ofa bidding group.The Fund will engage inthis practice, however,only whenthe Advisor, in its sole discretion, believessuch practice tobe otherwise inthe Fund’s interest.

The Fund has adopted, and the Trustees have approved, policiesand proceduresrelating to the direction of mutual fund portfoliosecurities transactions to broker-dealers.In accordance with these policies and procedures in executing Fundtransactions and selecting brokers or dealers, the Advisor willseek to obtain thebest overallterms available forthe Fund. In assessing the best overall terms available for any transaction, theAdvisor shallconsider factors itdeems relevant,including the breadth of the market in the security,the priceof the security,the financial condition andexecution capability of the broker or dealer, and the reasonablenessof the commission,if any,both for the specific transaction andon a continuing basis.The Advisor maynot give consideration to salesof sharesof the Fund asa factor in selecting broker-dealers to execute portfolio securities transactions.The Advisor may, however,place portfolio transactions with broker-dealers that promoteor sell the Fund’s shares solong as such transactionsare done inaccordance withthe policies and procedures established bythe Trustees thatare designedto ensurethat theselection is basedon thequality of the broker-dealer’s execution and noton its sales efforts.The Advisoris authorized to cause the Fundto pay a broker-dealer that furnishes brokerageand researchservices a highercommission than that which might be chargedby another broker-dealer for effecting the same transaction, provided thatthe Advisor determines in good faith thatsuch commission is reasonable in relation to the valueof 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 mightconsist of reports and statisticsrelating to specific companiesor industries; general summariesof groups of stocks or bonds and their comparative earningsand yields;or broad overviews ofthe stock,bond, and government securities markets; andthe economy.

Supplementary research information so received isin addition to, and notin lieu of, services requiredto be performed by the Advisor anddoes not reduce theadvisory fees payable by theFund. The Trustees will periodicallyreview anycommissions paidby the Fund toconsider whether the commissions paidover representativeperiods of time appear tobe reasonable in relation to the benefitsinuring to theFund. It is possible thatcertain of the supplementary researchor other services received will primarily benefit oneor more other investmentcompanies or other accounts for which investment discretionis exercised by the Advisor. Conversely, the Fund maybe the primary beneficiary of the research or servicesreceived as a result ofsecurities transactions affected for such other accountor investment company.

The Advisor may also utilizea brokeragefirm affiliated with theTrust or the Advisor (includingthe Distributor, an affiliate of the Advisor) if it believes it can obtain thebest executionof transactionsfrom such broker.The Fund willnot execute portfolio transactions through, acquire securitiesissued by, makesavings depositsin, or enter into repurchaseagreements withthe Advisoror an affiliatedperson of the Advisor(as suchterm isdefined in the1940 Act) acting as principal, except to the extent permittedby the SEC.In addition, the Fund will not purchase securities during the existenceof any underwritingor selling group relating theretoof which the Advisor,or an affiliated personof the Advisor,is a member, exceptto the extentpermitted by the SEC. Undercertain circumstances, the Fund maybe at a disadvantage becauseof 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 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 that 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 ended November 30, 2024, 2023, and 2022, the All-Cap Fund paid commissions of $5,935, $7,209 and $8,374, respectively, of which $5,935, $7,209 and $8,374, respectively, were paid to the Distributor. For the fiscal years ended November 30, 2024, 2023, and 2022, transactions in which the All-Cap Fund used the Distributor as broker involved 100%, 100% and 100% respectively, of the aggregate dollar amount of transactions involving the payment of commissions and 100%, 100% and 100%, respectively, of the aggregate brokerage commissions paid by the All-Cap Fund. The difference in brokerage commissions paid by the Fund over the past two fiscal years is due primarily to a decrease in portfolio turnover and lower commission rate.

SPECIAL SHAREHOLDER SERVICES

The Fundoffers thefollowing shareholder services:

REGULAR ACCOUNT. The regular account allowsfor voluntaryinvestments tobe made at any time. Available to individuals, custodians, corporations, trusts, estates, corporate retirement plans,and others, investorsare freeto make additions and withdrawalsto or from their account.When an investor makes aninitial investmentin theFund, a shareholder account is openedin accordance withthe investor’s registration instructions.Each time there is a transaction in a shareholder account, suchas an additional investmentor the reinvestmentof a dividend or distribution, theshareholder will receivea confirmation statement showing the currenttransaction andall prior transactions in the shareholder accountduring thecalendar yearto date, along witha summary of the status of the accountas of thetransaction date. As stated in the Prospectus, sharecertificates are generally not issued.

AUTOMATIC INVESTMENT PLAN. The automatic investmentplan enables shareholdersto make regular monthlyor quarterly investmentsin shares throughautomatic chargesto their checking account.With shareholder authorization and bankapproval, the Administrator willautomatically chargethe checking account for the amount specified($100 minimum)that willbe automatically investedin shares at the publicoffering price on or about the21st

day of the month.The shareholder may change theamount of the investmentor discontinuethe plan at any time by writing to theFund.

SYSTEMATIC WITHDRAWAL PLAN. Shareholders owningshares with a valueof $10,000 or moremay establish a systematic withdrawalplan (“Systematic WithdrawalPlan”). A shareholder may receive monthlyor quarterly payments, in amountsof notless than $100 per payment, by authorizingthe Fund to redeem the necessary numberof sharesperiodically (each month,or quarterly in the monthsof March,June, September, and December) inorder to makethe payments requested.The Fundhas the capability of electronicallydepositing the proceeds of the systematic withdrawaldirectly to theshareholder’s personal bank account ($5,000 minimumper bank wire). Instructions for establishingthis service are included inthe Fund SharesApplication, enclosed in the Prospectus, or are available bycalling the Fund.If the shareholder prefersto receivehis systematic withdrawalproceeds in cash,or if such proceeds are lessthan the $5,000minimum fora bank wire, checks willbe made payable to the designated recipientand mailed within sevendays of the valuationdate. If the designated recipient is otherthan the registered shareholder, the signatureof each shareholder mustbe guaranteed on theapplication (see “Investingin theFund – RedeemingYour Shares- Signature Guarantees” in the Prospectus).A corporation(or partnership) mustalso submita “Corporate Resolution”(or “Certificationof Partnership”) indicatingthe names, titles, and required numberof signatures authorizedto act on its behalf.The application mustbe signed bya duly authorized officer(s) and thecorporate seal affixed.No redemptionfees are chargedto shareholders under this plan.Costs in conjunction with the administration of theplan are borneby the Fund. Shareholders shouldbe aware that such systematic withdrawalsmay deplete or use up entirely their initialinvestment and may result in realized long-termor short-term capital gainsor losses.The Systematic WithdrawalPlan maybe terminated atany time by theFund upon 60-days’ writtennotice or by a shareholderupon written notice to the Fund. Applicationsand further detailsmay be obtained by calling theFund at 1-888-626-3863 orby writingto:

Wellington Shields All-Cap Fund

c/o Mutual Shareholder Services

8000 Town Centre Drive

Suite 400

Broadview Heights, Ohio 44147

PURCHASES IN KIND. The Fund may accept securities in lieu of 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 that the Advisor may deem appropriate. If accepted, the securities will be valued using the same criteria and methods as described in “Investing in the Fund – Purchase and Redemption Price” in the Prospectus.

TRANSFER OF REGISTRATION. To transfer shares to another owner,send a written request to theFund atthe address shown above. Your request shouldinclude the following:(i) theFund name andexisting account registration;(ii) signature(s) of the registered owner(s) exactly as the signature(s) appear(s) on the account registration;(iii) thenew account registration, address,social security or taxpayer identificationnumber, and howdividends and capital gainsare tobe distributed;(iv) signature guarantees(See the Prospectus under the heading “Investingin the Fund – RedeemingShares - Signature Guarantees”); and (v)any additional documents that are required for transferby corporations, administrators,executors, trustees, guardians, etc. If youhave anyquestions about transferring shares,call or writethe Fund.

DISCLOSURE OF PORTFOLIO HOLDINGS

The Trustees have adopteda policy that governs the disclosureof portfolio holdings. This policy is intended to ensure that such disclosure is in the best interests of the shareholders of the Fund and to address possible conflictsof interest. Underthe Fund’s policy,the Fund and the Advisor generallywill not disclosethe Fund’s portfolioholdings toa third party unless such information is made available to thepublic. The policy provides that the Fundand Advisormay disclose non-public portfolioholdings information as requiredby law and under other limited circumstances that are set forth in more detailbelow.

The Fund will make available to the publica completeschedule of the Fund’s portfolio holdings, asreported on a fiscal quarter basis.This information isgenerally available within60 days ofthe Fund’s fiscalquarter end and willremain available until the nextfiscal quarter’s portfolio holdingsreport becomes available. You mayobtain a copy of thesequarterly portfolio holdingsreports by calling the Fundat 1-888-626-3863.The Fundwill also file thesequarterly portfolio holdingsreports withthe SEC onForm N-CSR or Form N-PORT, as applicable. The Fund’sForm N-CSR andForm N-PORTare available onthe SEC’s websiteat http://www.sec.gov.The first and third quarter portfolio holdingsreports willbe filed with theSEC on Form N-PORT and thesecond and fourth fiscal

quarter portfolio holdings reports willbe included with the semi-annual and annual financial statements,respectively, that are sentto shareholders and filed with the SECon Form N-CSR.

The officers of the Fund and/or the Advisor may share non-public portfolio holdings information with the Fund’s service providers, that require such information for legitimate business and Fund oversight purposes, such as the Fund’s fund accountant and administrator, transfer agent, distributor, custodian, proxy voting services (as identified in the Advisor’s Proxy Voting Policy included in Appendix A to this SAI), independent registered public accounting firm and legal counsel as identified in the Fund’s Prospectus and SAI, and financial typesetters and printers, such as V.G. Reed & Sons, PrintGrafix (a division of Sunbelt Graphic Systems, Inc.), Riverside Printing, Inc., PrinterLink Communications Group, Inc., Filepoint EDGAR Services and Quality Edgar Solutions, that the Fund may engage for, among other things, the edgarizing, typesetting, the printing and/or distribution of regulatory and compliance documents. The Fund and/or the Advisor may also provide non-public portfolio holdings information to appropriate regulatory agencies as required by applicable laws and regulations. The Fund’s service providers receiving such non-public information are subject to confidentiality obligations requiring such service providers to keep non-public portfolio holdings information confidential. Certain of the service providers have codes of ethics that prohibit trading based on, among other things, non-public portfolio holdings information.

The Fund currently does not provide non-public portfolio holdings information to any other third parties. In the future, the Fund may elect to disclose such information to other third parties if the officers of the Fund and/or Advisor determine that the Fund has a legitimate business purpose for doing so and the recipient is subject to a duty of confidentiality. The Advisor is responsible for determining which other third parties have a legitimate business purpose for receiving the Fund’s portfolio holdings information.

The Fund’s policy regarding disclosure of portfolio holdings is subject to the continuing oversight and direction of the Trustees. The Advisor and Administrator are required to report to the Trustees any known disclosure of the Fund’s portfolio holdings to unauthorized third parties. The Fund has not entered (and do not intend to enter) into any arrangement providing for the receipt of compensation or other consideration in exchange for the disclosure of non-public portfolio holdings information, other than the benefits that result to the Fund and its shareholders from providing such information, which include the publication of Fund ratings and rankings.

PURCHASE OF SHARES

The purchaseprice of sharesof the Fundis the netasset value next determined afterthe orderis received subjectto theorder being received by the Fundin good form.Net asset valueper shareis calculated for purchases and redemptionsof shares of the Fund by dividingthe value oftotal Fundassets, less liabilities (including Fundexpenses, thatare accrued daily), by thetotal number of outstanding sharesof the Fund.The net asset valueper shareof the Fundis normally determined at thetime regular tradingcloses on the NewYork Stock Exchange(“NYSE”) on days theNYSE is open forregular trading (currently 4:00 p.m. Eastern time, Monday through Friday,except when theNYSE closes earlier) as described under “Net Asset Value”below. The Fund’s net asset valueper share isnot calculatedon business holidays when the NYSE is closed.An order receivedprior to the time regular tradingcloses on the NYSE willbe executedat theprice calculated on thedate of receipt and an order received after thetime regular tradingcloses on the NYSE willbe executedat the price calculatedas ofthat time onthe nextbusiness day.

The Fund reservesthe right in its sole discretion to (i) suspend theoffering of its shares; (ii)reject purchaseorders when inthe judgment of managementsuch rejection is in thebest interestof theFund and its shareholders;and (iii) reduceor waive the minimum for initialand subsequent investmentsunder circumstances wherecertain economies can be achieved insales of Fund shares.

EMPLOYEES AND AFFILIATESOF THE FUND. The Fund hasadopted initial investment minimums for the purposeof reducing thecost to theFund (and consequently to theshareholders) of communicating withand servicingits shareholders. In keeping withthis purpose,a reduced minimuminitial investmentof $1,000 appliesto Trustees, officers, andemployees of the Fund;the Advisor andcertain parties related thereto;including clientsof the Advisoror any sponsor, officer,committee member thereof,or the immediate familyof any of them. Accounts having the same mailing address maybe aggregated for purposesof the minimuminvestment ifthey consent in writing to sharing a single mailing of shareholder reports, proxy statements (buteach such shareholder would receive his/herown proxy) and otherFund literature.

DEALERS. The Distributor, at itsexpense, mayprovide compensation todealers in connection with sales ofshares of the Fund. Compensationmay include financial assistanceto dealers inconnection withconferences, salesor training

programs for their employees, seminars for the public, advertising campaigns regarding the Fund, and/or other dealer-sponsoredspecial events.In some instances,this compensation maybe made availableonly to certain dealers whose representatives havesold or are expectedto sella significant amount of such shares. Compensationmay includepayment for travelexpenses, including lodging,incurred in connection with trips taken by invited registered representativesand membersof their families to locations withinor outside ofthe United States for meetingsor seminars ofa business nature.Dealers may not use salesof the Fund sharesto qualify for thiscompensation to the extentsuch maybe prohibitedby the lawsof any stateor anyself-regulatory agency, such as FINRA.None of the aforementionedcompensation is paid forby the Fundor its shareholders.

REDEMPTION OF SHARES

The Fund may suspend redemption privileges or postpone the date of payment (i) during any period that the NYSE is closed for other than customary weekend and holiday closings, or that trading on the NYSE is restricted as determined by the SEC; (ii) during any period when an emergency exists as defined by the rules of the SEC 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 SEC 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 situationsdescribed in theProspectus under “Investing in the Fund– Redeeming Your Shares,”the Fund mayredeem sharesinvoluntarily to reimburse theFund forany loss sustainedby reason of the failureof a shareholderto make full payment for shares purchasedby the shareholderor to collectany chargerelating to a transaction effected for thebenefit of a shareholder that isapplicable to Fund shares as provided in the Prospectusfrom time to time or to close a shareholder’s account if the Fundis unableto verify the shareholder’s identity.

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 that would, in the opinion of the Trustees, make it undesirable for the Fund to pay for all redemptions in cash. In such cases, the Trustees may authorize payment to be made in readily marketable portfolio securities of the Fund, either through the distribution of selected individual portfolio securities or a pro-rata distribution of all portfolio securities held by 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 may incur brokerage costs when these securities are sold and will be subject to market risk until such securities are sold. An irrevocable election has been filed under Rule 18f-1 of the 1940 Act, wherein the Fund must 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 assets at the beginning of such period. Redemption requests in excess of this limit may be satisfied in cash or in kind at the Fund’s election. The Fund’s methods of satisfying shareholder redemption requests will normally be used during both regular and stressed market conditions.

NET ASSET VALUE

The net asset valueper shareof each class of sharesof the Fund (“Class”)normally is determinedat thetime regular trading closeson theNYSE, currently 4:00 p.m.,New York time, Monday through Friday,except whenthe NYSE closesearlier. The Fund’snet asset valueper share of each Class of sharesis notcalculated on business holidayswhen the NYSE is closed. The NYSE recognizes the following holidays:New Year’s Day, Martin Luther King,Jr. Day, President’sDay, Good Friday, Memorial Day, Juneteenth National Independence Day, Fourth of July,Labor Day,Thanksgiving Day, andChristmas Day.Any other holiday recognized by the NYSE willbe deemeda business holiday on whichthe netasset valueper shareof each Class of the Fund will notbe calculated.

The netasset valueper shareof each Class of the Fund is calculatedseparately byadding the valueof theFund’s securities and other assetsbelonging to the Fund and attributable to that Class, subtractingthe liabilities charged to the Fund and to that Class, and dividing theresult by thenumber of outstandingshares of such Class.“Assets belongingto” the Fundconsist of the considerationreceived uponthe issuance of sharesof the Fundtogether withall net investment income;realized gains/losses andproceeds derivedfrom the investment thereof,including any proceeds from the saleof suchinvestments; any fundsor payments derived from any reinvestmentof such proceeds; anda portionof any generalassets of theTrust not belongingto a particular investment fund. Income,realized and unrealizedcapital gains and losses,and any expensesof the Fund notallocated to a particular Classof theFund willbe allocated toeach Classof the Fund on the basisof the net asset valueof that Class inrelation to the net asset value of the Fund. Assetsbelonging to the Fund are charged with the direct liabilities of theFund and with a shareof the general liabilitiesof theTrust, that are normally allocated inproportion to thenumber of or the relative net asset valuesof all of theTrust’s series atthe time ofallocation or inaccordance with otherallocation methods approved bythe Trustees. Certain expensesattributable to a particular Classof shares (such as the distributionand service fees attributable toInvestor Shares) willbe charged againstthat Classof shares.Certain other expenses attributableto a particular Classof shares (suchas registration fees, professional fees,and certain printing and postageexpenses) maybe charged againstthat Class of shares if such expensesare actually incurred in a different amount by that Class,or if the Classreceives servicesof a different kindor to a different degree thanother Classes, andthe Trustees approve suchallocation. Subject to the provisionsof theTrust’s Amended and Restated Declarationof Trust (“Declarationof Trust”), determinations bythe Trustees asto the direct and allocable liabilities, and the allocable portionof any general assets, withrespect to the Fundand theClasses of the Fundare conclusive.

The pricingand valuation of portfoliosecurities is determinedin good faithin accordance with proceduresestablished by,and under the direction of,the Trustees.The Board has designated the Adviser as “valuation designee.” The Board maintains responsibility for fair value determinations under Rule 2a-5 of the 1940 Act, and oversees the valuation designee.

Equity securities generally are valued by using market quotations, but may be valued on the basis of prices furnished by a pricing service when the valuation designee believes such prices accurately reflect the fair value of such securities. Securities that are traded on an exchange or on the NASDAQ over-the-counter market are generally valued at the last quoted sale price. Lacking a last sale price an equity security is generally valued at the last bid price. In the event of a short sale of an equity security, lacking a last sale price, an equity security is generally valued by the pricing service at its last ask price. If market prices are not available or, in the opinion of the valuation designee, market prices do not reflect fair value, or if an event occurs after the close of trading (but prior to the time the NAV is calculated) that materially affects fair value, the valuation designee may value the Fund's assets at their fair value according to policies approved by the Board.

ADDITIONAL TAX INFORMATION

The following discussion is a summary of certain U.S. federal income tax considerations affecting the Fund and its shareholders. The discussion reflects applicable U.S. federal income tax laws as of the date of this SAI, which tax laws may be changed or subject to new interpretations by the courts or the Internal Revenue Service (the “IRS”), possibly with retroactive effect. No attempt is made to present a detailed explanation of all U.S. income, estate or gift tax, or foreign, state or local tax concerns affecting the Fund and its shareholders (including shareholders owning large positions in the Fund). The discussion set forth herein does not constitute tax advice. Investors are urged to consult their own tax advisors to determine the tax consequences to them of investing in the Fund.

In addition, no attempt is made to address tax concerns applicable to an investor with a special tax status such as a financial institution, real estate investment trust (“REIT”), insurance company, regulated investment company (“RIC”), individual retirement account, other tax-exempt entity, or dealer in securities. Furthermore, this discussion does not reflect possible application of the alternative minimum tax (“AMT”). Unless otherwise noted, this discussion assumes shares of the Fund (“Shares”) are held by U.S. shareholders (defined below) and that such shares are held as capital assets.

A U.S. shareholder is a beneficial owner of Shares that is for U.S. federal income tax purposes:

· a citizen or individual resident of the United States (including certain former citizens and former long-term residents);

· a corporation or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

· an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

· a trust with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or a trust that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

A “Non-U.S. shareholder” is a beneficial owner of Shares that is an individual, corporation, trust or estate and is not a U.S. shareholder. If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) holds Shares, the tax treatment of a partner in the partnership generally depends upon the status of the partner and the activities of the partnership. A partner of a partnership holding Shares should consult its own tax advisor with respect to the purchase, ownership and disposition of the Shares by the partnership.

Taxation as a RIC. The Fund intends to qualify and remain qualified as a RIC under the Internal Revenue Code of 1986, as amended (the “Code”). There can be no assurance that is will so qualify. The Fund will qualify as a RIC if, among other things, it meets the source-of-income and the asset-diversification requirements. With respect to the source-of-income requirement, the Fund must derive in each taxable year at least 90% of its gross income (including tax-exempt interest) from (i) dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including but not limited to gains from options, futures and forward contracts) derived with respect to its business of investing in such stock, securities or currencies and (ii) net income derived from an interest in a “qualified publicly traded partnership” (the “Income Test”). A “qualified publicly traded partnership” is generally defined as a publicly traded partnership under Code Section 7704. Income derived from a partnership (other than a qualified publicly traded partnership) or trust is qualifying income to the extent such income is attributable to items of income of the partnership or trust which would be qualifying income if realized by the Fund in the same manner as realized by the partnership or trust.

If a RIC fails the Income Test and such failure was due to reasonable cause and not willful neglect, generally it will not be subject to corporate U.S. federal income tax. Instead, the amount of the penalty for non-compliance is the amount by which the non-qualifying income exceeds one-ninth of the qualifying gross income.

With respect to the asset-diversification requirement, the Fund must diversify its holdings so that, at the end of each quarter of each taxable year (i) at least 50% of the value of the Fund’s total assets is represented by cash and cash items, U.S. government securities, the securities of other RICs and other securities, if such other securities of any one issuer do not represent more than 5% of the value of the Fund’s total assets or more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Fund’s total assets is invested in the securities other than U.S. government securities or the securities of other RICs of (a) one issuer, (b) two or more issuers that are controlled by the Fund and that are engaged in the same, similar or related trades or businesses, or (c) one or more qualified publicly traded partnerships (the “Asset Test”).

If a RIC fails the Asset Test, such RIC has a six-month period to correct any failure without incurring a penalty if such failure is “de minimis,” meaning that the failure does not exceed the lesser of 1% of the RIC’s assets, or $10 million.

Similarly, if a RIC fails the Asset Test and the failure is not de minimis, a RIC can cure the failure if: (i) the RIC files with the U.S. Treasury Department a description of each asset that caused the RIC to fail the Asset Test; (ii) the failure is due to reasonable cause and not willful neglect; and (iii) the failure is cured within six months (or such other period specified by the U.S. Treasury Department). In such cases, a tax is imposed on the RIC equal to the greater of: (i) $50,000 or (ii) an amount determined by multiplying the highest corporate U.S. federal income tax rate (currently 21%) by the amount of net income generated during the period of the Asset Test failure by the assets that caused the RIC to fail the Asset Test.

If the Fund qualifies as a RIC and distributes to its shareholders, for each taxable year, at least 90% of the sum of (i) its “investment company taxable income” as that term is defined in the Code (which includes, among other things, dividends, taxable interest, the excess of any net short-term capital gains over net long-term capital losses and certain

net foreign exchange gains as reduced by certain deductible expenses) without regard to the deduction for dividends paid, and (ii) the excess of its gross tax-exempt interest, if any, over certain deductions attributable to such interest that are otherwise disallowed (the “Distribution Test”), the Fund will be relieved of U.S. federal income tax on any income of the Fund, including long-term capital gains, distributed to shareholders. However, any ordinary income or capital gain retained by the Fund will be subject to regular corporate U.S. federal income tax rates (currently at a maximum rate of 21%). The Fund intends to distribute at least annually substantially all of its investment company taxable income, net tax-exempt interest, and net capital gain.

The Fund will generally be subject to a nondeductible 4% U.S. federal excise tax on the portion of its undistributed ordinary income with respect to each calendar year and undistributed capital gains if it fails to meet certain distribution requirements with respect to the one-year period ending on October 31 in that calendar year. To avoid the 4% U.S. federal excise tax, the required minimum distribution is generally equal to the sum of (i) 98% of the Fund’s ordinary income (computed on a calendar year basis), (ii) 98.2% of the Fund’s capital gain net income (generally computed for the one-year period ending on October 31), and (iii) any income realized, but not distributed, and on which the Fund paid no U.S. federal income tax in preceding years. The Fund generally intends to make distributions in a timely manner in an amount at least equal to the required minimum distribution and therefore, under normal market conditions, does not expect to be subject to this excise tax.

The Fund may be required to recognize taxable income in circumstances in which it does not receive cash. For example, if the Fund holds debt obligations that are treated under applicable U.S. federal income tax rules as having original issue discount (“OID”), such as debt instruments with payment of in kind interest or, in certain cases, with increasing interest rates or that are issued with warrants, the Fund must include in income each year a portion of the OID that accrues over the life of the obligation regardless of whether cash representing such income is received by the Fund in the same taxable year. Because any accrued OID will be included in the Fund’s “investment company taxable income” (discussed above) for the year of accrual, the Fund may be required to make a distribution to its shareholders to satisfy the Distribution Test, even though it will not have received an amount of cash that corresponds with the accrued income.

A RIC is generally permitted to carry forward net capital losses indefinitely and may allow losses to retain their original character (as short or as long-term). These capital loss carryforwards may be utilized in future years to offset net realized capital gains of the Fund, if any, prior to distributing such gains to shareholders.

Except as set forth below in “Failure to Qualify as a RIC,” the remainder of this discussion assumes that the Fund will qualify as a RIC for each taxable year.

Failure to Qualify as a RIC. If the Fund is unable to satisfy the Distribution Test or otherwise fails to qualify as a RIC in any year, it will be subject to corporate U.S. federal income tax on all of its income and gain, regardless of whether or not such income was distributed. Distributions to the Fund’s shareholders of such income and gain will not be deductible by the Fund in computing its taxable income. In such event, the Fund’s distributions, to the extent derived from the Fund’s current or accumulated earnings and profits, would constitute ordinary dividends, which would generally be eligible for the dividends received deduction available to corporate U.S. shareholders, and non-corporate U.S. shareholders would generally be able to treat such distributions as “qualified dividend income” eligible for preferential rates of U.S. federal income taxation if certain holding period and other requirements are satisfied.

Distributions in excess of the Fund’s current and accumulated earnings and profits would be treated first as a return of capital to the extent of a shareholders’ tax basis in its Shares, and any remaining distributions would be treated as a capital gain. To qualify as a RIC in a subsequent taxable year, the Fund would be required to satisfy the Income Test, Asset Test, and Distribution Test for that year and distribute any earnings and profits from any year in which the Fund failed to qualify for tax treatment as a RIC. Subject to a limited exception applicable to RICs that qualified as such under the Code for at least one year prior to disqualification and that requalify as a RIC no later than the second year following the nonqualifying year, the Fund would be subject to tax on any unrealized built-in gains in the assets held by it during the period in which the Fund failed to qualify for tax treatment as a RIC that are recognized within the subsequent five years, unless the Fund made a special election to pay corporate-level U.S. federal income tax on such built-in gain at the time of its requalification as a RIC.

Taxation of U.S. Shareholders. Distributions paid to U.S. shareholders by the Fund from its investment company taxable income (which is, generally, the Fund’s ordinary income plus net realized short-term capital gains in excess of net realized long-term capital losses) are generally taxable to U.S. shareholders as ordinary income to the extent of the Fund’s earnings and profits, whether paid in cash or reinvested in additional Shares. Such distributions (if designated by the Fund) may qualify (i) for the dividends received deduction in the case of corporate U.S. shareholders to the

extent that the Fund’s income consists of dividend income from U.S. corporations, excluding distributions from tax-exempt organizations, exempt farmers’ cooperatives or REITs or (ii) in the case of non-corporate U.S. shareholders, as qualified dividend income eligible to be taxed at preferential rates to the extent that the Fund receives qualified dividend income, and provided in each case certain holding period and other requirements are met. Qualified dividend income is, in general, dividend income from taxable domestic corporations and qualified foreign corporations (which generally include foreign corporations incorporated in a possession of the United States or in certain countries with a qualified comprehensive income tax treaty with the United States, or the stock with respect to which such dividend is paid is readily tradable on an established securities market in the United States). A qualified foreign corporation generally excludes any foreign corporation, which for the taxable year of the corporation in which the dividend was paid, or the preceding taxable year, is a passive foreign investment company (a “PFIC”). Distributions made to a U.S. shareholder from an excess of net long-term capital gains over net short-term capital losses (“Capital Gain Dividends”), including Capital Gain Dividends credited to such shareholder but retained by the Fund, are taxable to such U.S. shareholder as long-term capital gain if they have been properly designated by the Fund, regardless of the length of time such U.S. shareholder owned the Shares. The maximum tax rate on Capital Gain Dividends received by individuals is generally 20%. Distributions in excess of the Fund’s earnings and profits will be treated by the U.S. shareholder, first, as a tax-free return of capital, which is applied against and will reduce the adjusted tax basis of the U.S. shareholder’s Shares and, after such adjusted tax basis is reduced to zero, will constitute capital gain to the U.S. shareholder. The Fund is not required to provide written notice designating the amount of any qualified dividend income or Capital Gain Dividends and other distributions. The Forms 1099 sent to U.S. shareholders will instead serve this notice purpose.

As a RIC, the Fund will be subject to the AMT, but any items that are treated differently for AMT purposes must be apportioned between the Fund and the shareholders and this may affect the U.S. shareholders’ AMT liabilities. The Fund intends in general to apportion these items in the same proportion that dividends paid to each shareholder bear to the Fund’s taxable income, determined without regard to the dividends paid deduction.

For purpose of determining (i) whether the Distribution Test is satisfied for any year and (ii) the amount of Capital Gain Dividends paid for that year, the Fund may, under certain circumstances, elect to treat a dividend that is paid during the following taxable year as if it had been paid during the prior taxable year. If the Fund makes such an election, a U.S. shareholder will still be treated as receiving the dividend in the taxable year in which the distribution is made. However, any dividend declared by the Fund in October, November or December of any calendar year, payable to shareholders of record on a specified date in such a month and actually paid during January of the following year, will be treated as if it had been received by the U.S. shareholders on December 31 of the year in which the dividend was declared.

The Fund intends to distribute all realized capital gains, if any, at least annually. If, however, the Fund were to retain any net capital gain, the Fund may designate the retained amount as undistributed capital gains in a notice to shareholders who, if subject to U.S. federal income tax on long-term capital gains, (i) will be required to include in income as long-term capital gain, their proportionate shares of such undistributed amount, and (ii) will be entitled to credit their proportionate shares of the U.S. federal income tax paid by the Fund on the undistributed amount against their U.S. federal income tax liabilities, if any, and to claim refunds to the extent the credit exceeds such liabilities. If such an event occurs, the tax basis of Shares owned will, for U.S. federal income tax purposes, generally be increased by the difference between the amount of undistributed net capital gain included in the shareholder’s gross income and the tax deemed paid by the shareholder.

Sales and other dispositions of Shares, such as exchanges, generally are taxable events. U.S. shareholders should consult their own tax advisors with reference to their individual circumstances to determine whether any particular transaction in the Shares is properly treated as a sale or exchange for U.S. federal income tax purposes, as the following discussion assumes, and the tax treatment of any gains or losses recognized in such transactions. The sale or other disposition of Shares will generally result in capital gain or loss to the shareholder equal to the difference between the amount realized and the shareholder’s adjusted tax basis in the Shares sold or exchanged, and will be long-term capital gain or loss if the Shares have been held for more than one year at the time of sale. Any loss upon the sale or exchange of Shares held for six months or less will be treated as long-term capital loss to the extent of any Capital Gain Dividends received (including amounts credited as an undistributed Capital Gain Dividend) by such shareholder with respect to such Shares. A loss realized on a sale or exchange of Shares generally will be disallowed if other Shares are acquired within a 61-day period beginning 30 days before and ending 30 days after the date that the Shares are sold or exchanged. In such case, the tax basis of the Shares acquired will be adjusted to reflect the disallowed loss. Both long-term and short-term capital gain of U.S. corporations are taxed at the rates applicable to ordinary income of corporations. For non-corporate U.S. shareholders, short-term capital gain is currently taxed at the rate applicable to

ordinary income, while long-term capital gain generally is taxed at a maximum rate of 20%. Capital losses are subject to certain limitations.

The Fund is required to report its shareholders’ cost basis, gain/loss, and holding period for Shares to the IRS on the Fund’s shareholders’ Consolidated Form 1099s. The Fund has chosen average cost as its standing (default) tax lot identification method for all shareholders. A tax lot identification method is the way the Fund will determine which specific Shares are deemed to be sold when there are multiple purchases on different dates at differing prices, and the entire position is not sold at one time. The Fund’s standing tax lot identification method is the method Shares will be reported on a U.S. shareholder’s Consolidated Form 1099 if the U.S. shareholder does not select a different tax lot identification method. U.S. shareholders may choose a method different than the Fund’s standing method and will be able to do so at the time of purchase or upon the sale of Shares. The Fund and its service providers do not provide tax advice. U.S. shareholders should consult independent sources, which may include a tax professional, with respect to choosing a tax lot identification method.

Certain U.S. shareholders, including individuals, estates and trusts, may subject to an additional 3.8% Medicare tax on all or a portion of their “net investment income,” which should include dividends from the Fund and net gains from the disposition of Shares. U.S. shareholders are urged to consult their own tax advisors regarding the implications of the additional Medicare tax resulting from an investment in the Fund.

Pay-In-Kind Securities. Pay-in-kind securities will give rise to income that is required to be distributed and is taxable even though the Fund holding the security receives no interest payment in cash on the security during the year.

If the Fund holds the foregoing securities, it may be required to pay out as an income distributions each year an amount that is greater than the total amount of cash interest the Fund actually receives. Such distributions may be made from the cash assets of the Fund or by liquidation of portfolio securities, if necessary (including when it is not advantageous to do so). The Fund may realize gains or losses from such liquidations. In the event the Fund realizes net capital gains from such transactions, its shareholders may receive a larger capital gain distribution than they would in the absence of such transactions.

Warrants. Gain or loss realized by the Fund from the sale or exchange of warrants, as well as any loss attributable to the lapse of such warrants, generally will be treated as capital gain or loss. Such gain or loss generally will be long-term or short-term, depending on how long the Fund held a particular warrant. Upon the exercise of a warrant acquired by the Fund, the Fund’s tax basis in the stock purchased under the warrant will equal the sum of the amount paid for the warrant plus the strike price paid on the exercise of the warrant.

Securities Lending. While securities are loaned out by the Fund, the Fund generally will receive from the borrower amounts equal to any dividends or interest paid on the borrowed securities. For U.S. federal income tax purposes, payments made “in lieu of” dividends are not considered dividend income. These distributions will neither qualify for the preferential rate of taxation for non-corporate U.S. shareholders on qualified dividend income nor the dividends-received deduction for corporate U.S. shareholders. Also, any foreign tax withheld on payments made “in lieu of” dividends or interest will not qualify for the pass-through of foreign tax credits to shareholders.

Foreign Currency Transactions. The Fund’s transactions in foreign currencies, foreign currency-denominated debt obligations and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. Any such income could require a larger distribution from the Fund. Any such net losses will generally reduce and potentially require the recharacterization of prior ordinary income distributions. Such ordinary income treatment may accelerate Fund distributions to shareholders and increase the distributions taxed to shareholders as ordinary income. Any net ordinary losses so created cannot be carried forward by the Fund to offset income or gains earned in subsequent taxable years.

Foreign Taxation. Income received by the Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. The Fund does not expect to be eligible to pass through to shareholders a credit or deduction for such taxes.

Tax-Exempt Shareholders. A tax-exempt U.S. shareholder could recognize unrelated business taxable income (“UBTI”) by virtue of its investment in the Fund if Shares constitute debt-financed property in the hands of the tax-exempt U.S. shareholder within the meaning of Code Section 514(b). Furthermore, a tax-exempt U.S. shareholder may recognize UBTI if the Fund recognizes “excess inclusion income” derived from direct or indirect investments in

residual interests in real estate mortgage investment conduits (“REMICs”) or equity interests in taxable mortgage pools (“TMPs”) if the amount of such income recognized by the Fund exceeds the Fund’s investment company taxable income (after taking into account deductions for dividends paid by the Fund).

In addition, special tax consequences apply to charitable remainder trusts (“CRTs”) that invest in RICs that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs. A CRT (as defined in Code Section 664) that realizes any UBTI for a taxable year, must pay an excise tax annually of an amount equal to such UBTI. Under IRS guidance issued in October 2006, a CRT will not recognize UBTI solely as a result of investing in the Fund if it recognizes “excess inclusion income.” Rather, if at any time during any taxable year a CRT (or one of certain other tax-exempt shareholders, such as the United States, a state or political subdivision, or an agency or instrumentality thereof, and certain energy cooperatives) is a record holder of a Share and the Fund recognizes “excess inclusion income,” then the Fund will be subject to a tax on that portion of its “excess inclusion income” for the taxable year that is allocable to such shareholders, at the highest corporate U.S. federal income tax rate. The extent to which this IRS guidance remains applicable is unclear. To the extent permitted under the 1940 Act, the Fund may elect to specially allocate any such tax to the applicable CRT, or other shareholder, and thus reduce such shareholder’s distributions for the year by the amount of the tax that relates to such shareholder’s interest in the Fund. The Fund has not yet determined whether such an election will be made. CRTs and other tax-exempt investors are urged to consult their own tax advisors concerning the consequences of investing in the Fund.

Passive Foreign Investment Companies. A PFIC is any foreign corporation: (i) 75% or more of the gross income of which for the taxable year is passive income, or (ii) the average percentage of the assets of which produce or are held for the production of passive income is at least 50%. Generally, passive income for this purpose means dividends, interest, royalties, rents, annuities, the excess of gains over losses from certain property transactions and commodities transactions, and foreign currency gains.

Equity investments by the Fund in certain PFICs could potentially subject the Fund to a U.S. federal income tax or other charge (including interest charges) on the distributions received from the PFIC or on proceeds received from the disposition of shares in the PFIC. This tax cannot be eliminated by making distributions to the Fund shareholders. However, the Fund may elect to avoid the imposition of that tax. For example, if the Fund is in a position to and elects to treat a PFIC as a qualified electing fund (a “QEF”), the Fund will be required to include its share of the PFIC’s income and net capital gains annually, regardless of whether it receives any distribution from the PFIC. Alternatively, the Fund may make an election to mark-to-market the gains (and to a limited extent losses) in its PFIC holdings as though it had sold and repurchased its holdings in that PFIC on the last day of the Fund’s taxable year. Such gains and losses are treated as ordinary income and loss. The QEF and mark-to-market elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed by the Fund to avoid taxation. Making either of these elections therefore may require the Fund to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirement, which also may accelerate the recognition of gain and affect the Fund’s total return. Dividends paid by PFICs will not be eligible to be treated as qualified dividend income. Because it is not always possible to identify a foreign corporation as a PFIC, the Fund may incur the tax and interest charges described above in some instances.

Taxation of Non-U.S. Shareholders. Capital Gain Dividends are generally not subject to withholding of U.S. federal income tax. Absent a specific statutory exemption, dividends other than Capital Gain Dividends paid by the Fund to a Non-U.S. shareholder are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate) even if they are funded by income or gains (such as portfolio interest, short-term capital gains, or foreign-source dividend and interest income) that, if paid to a foreign person directly, would not be subject to withholding.

A RIC generally is not required to withhold any amounts (i) with respect to distributions (other than distributions to a Non-U.S. shareholder (a) that does not provide a satisfactory statement that the beneficial owner is not a U.S. person, (b) to the extent that the dividend is attributable to certain interest on an obligation if the Non-U.S. shareholder is the issuer or is a 10% shareholder of the issuer, (c) that is within a foreign country that has inadequate information exchange with the United States, or (d) to the extent the dividend is attributable to interest paid by a person that is a related person of the Non-U.S. shareholder and the Non-U.S. shareholder is a controlled foreign corporation) from U.S.-source interest income of types similar to those not subject to U.S. federal income tax if earned directly by a Non-U.S. shareholder, to the extent such distributions are properly reported as such by the Fund in a written notice to shareholders (“Interest-Related Dividends”), and (ii) with respect to distributions (other than (a) distributions to an individual Non-U.S. shareholder who is present in the United States for a period or periods aggregating 183 days or more during the year of the distribution and (b) distributions subject to special rules regarding the disposition of U.S. real property interests (“USRPIs”) as described below) of net short-term capital gains in excess of net long-term capital losses to the extent such distributions are properly reported by the RIC (“Short-Term Capital Gain Dividends”). If the

Fund invests in an underlying RIC that pays such distributions to the Fund, such distributions retain their character as not subject to withholding if properly reported when paid by the Fund to Non-U.S. shareholders.

The Fund is permitted to report such part of its dividends as Interest-Related Dividends or Short-Term Capital Gain Dividends as are eligible, but is not required to do so. These exemptions from withholding will not be available to Non-U.S. shareholders that do not currently report their dividends as Interest-Related Dividends or Short-Term Capital Gain Dividends.

In the case of Shares held through an intermediary, the intermediary may withhold even if the Fund reports all or a portion of a payment as an Interest-Related Dividend or Short-Term Capital Gain Dividend to shareholders. Non-U.S. shareholders should contact their intermediaries regarding the application of these rules to their accounts.

A Non-U.S. shareholder generally is not subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on the sale of Shares or on Capital Gain Dividends unless (i) such gain or dividend is effectively connected with the conduct of a trade or business carried on by such shareholder within the United States, (ii) in the case of an individual shareholder, the shareholder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale or the receipt of the Capital Gain Dividend and certain other conditions are met, or (iii) the special rules relating to gain attributable to the sale or exchange of USRPIs apply to the Non-U.S. shareholder’s sale of Shares or to the Capital Gain Dividend received by the Non-U.S. shareholder received (as described below).

Special rules would apply if the Fund were either a “U.S. real property holding corporation” (“USRPHC”) or would be a USRPHC but for the operation of certain exceptions to the definition thereof. Very generally, a USRPHC is a U.S. corporation that holds USRPIs the fair market value of which equals or exceeds 50% of the sum of the fair market values of the corporation’s USPRIs, interests in real property located outside the United States, and other assets. USRPIs are generally defined as any interest in U.S. real property and any interest (other than solely as a creditor) in a USRPHC or former USRPHC.

If the Fund were a USRPHC or would be a USRPHC but for certain exceptions, any distributions by the Fund to a Non-U.S. shareholder (including, in certain cases, distributions made by the Fund in redemption of its Shares) attributable to gains realized by the Fund on the disposition of USRPIs or to distributions received by the Fund from a lower-tier RIC or REIT that the Fund is required to treat as USRPI gain in its hands generally would be subject to U.S. federal income tax withholding. In addition, such distributions could result in a Non-U.S. shareholder being required to file a U.S. federal income tax return and pay tax on the distributions at regular U.S. federal income tax rates. The consequences to a Non-U.S. shareholder, including the rate of such withholding and character of such distributions, would vary depending upon the extent of the Non-U.S. shareholder’s current and past ownership of the Fund. This “look-through” USRPI treatment for distributions by the Fund, if it were either a USRPHC or would be a USRPHC but for the operation of certain exceptions, to Non-U.S. shareholders applies only to those distributions that, in turn, are attributable to distributions received by the Fund from a lower-tier RIC or REIT, unless Congress enacts legislation providing otherwise.

In addition, if the Fund were a USRPHC or former USRPHC, it could be required to withhold U.S. federal income tax on the proceeds of a Share redemption by a greater-than-5% Non-U.S. shareholder, in which case such shareholder generally would also be required to file a U.S. federal income tax return and pay any additional taxes due in connection with the redemption.

Whether or not the Fund is characterized as a USRPHC will depend upon the nature and mix of the Fund’s assets. The Fund does not expect to be a USRPHC. Non-U.S. shareholders should consult their own tax advisors concerning the application of these rules to their investment in the Fund.

If a Non-U.S. shareholder has a trade or business in the United States, and the dividends from the Fund are effectively connected with the Non-U.S. shareholder’s conduct of that trade or business, the dividend will be subject to net U.S. federal income taxation at regular income tax rates.

If a Non-U.S. shareholder is eligible for the benefits of a tax treaty, any effectively connected income or gain will generally be subject to U.S. federal income tax on a net basis only if it is also attributable to a permanent establishment maintained by that Non-U.S. shareholder in the United States.

To qualify for any exemptions from withholding described above or for lower withholding tax rates under income tax treaties, or to establish an exemption from backup withholding, a Non-U.S. shareholder must comply with special

certification and filing requirements relating to its non-US status (including, in general, furnishing an applicable IRS Form W-8). Non-U.S. shareholders should consult their own tax advisors in this regard.

A Non-U.S. shareholder may be subject to U.S. state and local tax and to the U.S. federal estate tax in addition to the U.S. federal income tax referred to above.

Backup Withholding. The Fund generally is required to backup withhold and remit to the U.S. Treasury Department a percentage of the taxable distributions and redemption proceeds paid to any individual shareholder who fails to properly furnish the Fund with a correct taxpayer identification number, who has under-reported dividend or interest income, or who fails to properly certify to the Fund that he or she is not subject to such withholding.

Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability, provided the appropriate information is furnished to the IRS.

Tax Shelter Reporting Regulations. If a U.S. shareholder recognizes a loss with respect to Shares of $2 million or more for an individual U.S. shareholder or $10 million or more for a corporate U.S. shareholder, the U.S. shareholder generally must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. U.S. shareholders should consult their own tax advisors to determine the applicability of this requirement in light of their individual circumstances.

Shares Purchased through Tax-Qualified Plans. Special tax rules apply to investments through defined contribution plans and other tax-qualified plans. Shareholders should consult their own tax advisors to determine the suitability of Shares as an investment through such plans, and the precise effect of an investment on their particular tax situation.

FATCA. Payments to a shareholder that is either a foreign financial institution (“FFI”) or a non-financial foreign entity (“NFFE”) within the meaning of the Foreign Account Tax Compliance Act (“FATCA”) may be subject to a generally nonrefundable 30% withholding tax on: (i) income dividends paid by the Fund and (ii) possibly in the future, certain capital gain distributions and the proceeds arising from the sale of Shares. FATCA withholding tax generally can be avoided: (i) by an FFI, subject to any applicable intergovernmental agreement or other exemption, if it enters into a valid agreement with the IRS to, among other requirements, report required information about certain direct and indirect ownership of foreign financial accounts held by U.S. persons with the FFI and (ii) by an NFFE, if it: (a) certifies that it has no substantial U.S. persons as owners or (b) if it does have such owners, reports information relating to them. The Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA. Withholding also may be required if a foreign entity that is a shareholder of the Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA, generally on an applicable IRS Form W-8.

Possible Tax Law Changes. At the time that this SAI was being prepared, various administrative and legislative changes to the U.S. federal tax laws are under consideration, but it is not possible at this time to determine whether any of these changes will take place or what the changes might entail.

The foregoing is a general and abbreviated summary of the provisions of the Code and the U.S. Treasury regulations in effect as they directly govern the taxation of the Fund and its shareholders. These provisions are subject to change by legislative and administrative action, and any such change may be retroactive. Shareholders are urged to consult their own tax advisors regarding specific questions as to U.S. federal income, estate or gift taxes, or foreign, state, local taxes or other taxes.

CAPITAL SHARES AND VOTING

The Declaration of Trust authorizes the issuanceof sharesin twoor more series. Currently,the Trust consistsof one series which offers one class of Institutional Shares:Wellington Shields All-CapFund. The Fund has one Class of “Institutional Shares”as described in theprospectus forthe series. At a shareholder meeting held November 22, 2019, shareholders of the Wellington Shields Small-Cap Fund approved the reorganization of the Wellington Shields Small-Cap Fund into the Capital Management All-Cap Fund (the “Reorganization”) effective as of November 22, 2019.

Shares of the Fund, when issued,are fullypaid and non-assessable and have no preemptiveor conversion rights. Shareholdersare entitled to one vote foreach full share anda fractionalvote foreach fractional share held. Shares havenon-cumulative votingrights, which meansthat the holders of morethan 50% ofthe shares voting for theelection of Trusteescan elect100% of the Trustees,and in this event, the holdersof the remainingshares voting willnot be able to elect any Trustees. Shareholdersof allof the seriesof the Trust, includingthe Fund, will vote together and notseparately on a series-by-series or class-by-class basis,except as otherwise requiredby lawor whenthe Trustees determinethat the matter tobe votedupon affectsonly the interests ofthe shareholdersof a particularseries or class.The rightsof shareholdersmay not be modified by less thana majority vote.The Trustees willhold officeindefinitely, except that: (1) any Trustee mayresign or retire and(2) anyTrustee may be removed: (a) atany time by writteninstrument signed by at least two-thirdsof the numberof Trusteesprior to such removal;(b) at any meetingof shareholdersof theTrust by a voteof two-thirdsof the outstanding shares of theTrust; or (c) by a written declaration signed by shareholdersholding not less than two-thirds of the outstanding shares of theTrust and filed withthe Trust’s custodian. Shareholders have certain rights,as set forthin theDeclaration ofTrust, including the right to call a meetingof theshareholders. Shareholders holding not lessthan 10% of the sharesthen outstanding may require theTrustees to call a meeting, andthe Trustees are obligated toprovide certain assistanceto shareholders desiringto communicate with othershareholders in such regard (e.g., providingaccess to shareholderlists, etc.). In casea vacancyor an anticipated vacancy on theBoard shall forany reason exist,the vacancy shallbe filledby the affirmative voteof a majorityof theremaining Trustees, subject to certain restrictionsunder the1940 Act. Otherwise, there will normallybe no meetingof shareholders for the purposeof electing Trustees, and theTrust does not expectto havean annual meeting of shareholders.

In the event ofa liquidation or dissolution ofthe Trust or an individual series, such as the Fund, shareholdersof a particular series wouldbe entitledto receive theassets available fordistribution belonging to such series. Shareholdersof a series are entitledto participate equally in thenet distributable assetsof the particularseries involvedon liquidation,based on the numberof sharesof theseries thatare held byeach shareholder.If thereare anyassets, income, earnings, proceeds, fundsor paymentsthat are not readily identifiable asbelonging toany particular series, theTrustees shallallocate them among anyone or moreof the seriesas they, intheir sole discretion, deem fair and equitable.

The Declaration of Trust provides that the Trustees will not be liable in any event in connection with the affairs of the Trust, except as such liability may arise from his/her own bad faith, willful misfeasance, gross negligence, or reckless disregard of duties. It also provides that all third parties shall look solely to the Trust property for satisfaction of claims arising in connection with the affairs of the Trust. With the exception stated, the Declaration of Trust provides that a Trustee or officer is entitled to be indemnified against all liability in connection with the affairs of the Trust.

Under Massachusetts law, a shareholder of a Massachusetts business trust may be held liable as a partner under certain circumstances. The Declaration of Trust, however, contains an express disclaimer of shareholder liability for its acts or obligations. The Declaration of Trust provides for indemnification and reimbursement of expenses out of the Fund’s property for any shareholder held personally liable for its obligations. In addition, the operation of the Fund as an investment company would not likely give rise to liabilities in excess of its assets. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is highly unlikely and is limited to the relatively remote circumstances in which the Fund would be unable to meet its obligations.

FINANCIAL STATEMENTS

The audited financial statements for the fiscal year ended November 30, 2024, including the financial highlightsthat appear inthe Fund’s Annual Report to Shareholders,are incorporated herein by reference and madea part of this document.

APPENDIX A– PROXY VOTING POLICIES

The followingproxy voting policiesare provided:

(1) theTrust’s Proxy Votingand DisclosurePolicy and

(2)

the Advisor’s Proxy Voting and Disclosure Policy, includinga detailed descriptionof the Advisor’sspecific proxy voting guidelines.

CAPITAL MANAGEMENT INVESTMENT TRUST PROXY VOTING AND DISCLOSURE POLICY

I.

Introduction

Effective April 14, 2003, theSecurities and Exchange Commission(“SEC”) adopted rule andform amendments under theSecurities Actof 1933, the SecuritiesExchange Actof 1934, and the InvestmentCompany Actof 1940 (“InvestmentCompany Act”) to require registered managementinvestment companies toprovide disclosureabout how they vote proxies for their portfolio securities (collectively,the rule and form amendmentsare referred to herein as the“IC Amendments”).

The IC Amendmentsrequire that the Capital ManagementInvestment Trust (“Trust”) and its series of shares,the Wellington ShieldsAll-Cap Fund(the “Fund”), disclose thepolicies and procedures used to determinehow to vote proxiesfor portfolio securities.The IC Amendments alsorequire the Fund to file with theSEC and to make available to their shareholdersthe specificproxy votes cast for portfolio securities.

This Proxy Votingand DisclosurePolicy (“Policy”) is designedto ensurethat the Fundcomplies with therequirements of theIC Amendments, and otherwise fulfills their obligations withrespect toproxy voting,disclosure, and recordkeeping.The overall goalis to ensurethat the Fund’s proxy voting is managedin an effortto act in thebest interestsof its shareholders. While decisions abouthow to vote mustbe determined ona case-by-case basis,proxy voting decisions willbe made considering these guidelinesand followingthe procedures recited herein.

II.

Specific ProxyVoting Policies and Procedures

A.

General

The Trust’s Board (“Board”) believes that the voting of proxies isan importantpart of portfolio managementas it represents an opportunity for shareholders to make their voices heard and to influence the directionof a company.The Trust and the Fund are committed to votingcorporate proxies inthe manner thatbest serves the interestsof the Fund’s shareholders.

B.

Delegation to Fund’s Advisor

The Board believes thatCapital Management Associates, Inc. (“Advisor”), as theFund’s investmentadvisor, is inthe best position to make individualvoting decisions forthe Fundconsistent withthis Policy. Therefore, subject to the oversightof the Board, the Advisor ishereby delegated the following duties:

(1)

to makethe proxy voting decisions forthe Fund;and

(2)

to assist the Fund in disclosing the Fund’sproxy voting recordas required by Rule30b1-4 under the InvestmentCompany Act,including providing thefollowing information foreach matter withrespect to which theFund was entitled to vote:(a) information identifyingthe matter voted on;(b) whether the matter was proposedby theissuer or by a security holder;(c) whetherand how the Fund castits vote;and (d) whether the Fund cast its votefor or against management.

The Board, includinga majority of the independent trusteesof theBoard, must approvethe Advisor’sProxy Voting and DisclosurePolicy (“Advisor’s Voting Policy”) as it relates to the Fund. The Board mustalso approveany material changes tothe Advisor’sVoting Policy no laterthan four(4) months afteradoption by the Advisor.

C.

Conflicts

In cases wherea matter withrespect to which theFund isentitled to vote presents a conflict between the interest of the Fund’s shareholders, on theone hand,and those of theFund’s investmentadvisor, principal underwriter,or an affiliatedperson of theFund, itsinvestment advisor or principal underwriter,on the otherhand, the Fund shallalways vote in thebest interest of the Fund’sshareholders. For purposes of this Policy a vote shallbe considered in the best interestof theFund’s shareholders (i) whena vote is castconsistent with

a specificvoting policy as set forth inthe Advisor’sVoting Policy,provided such specific votingpolicy wasapproved bythe Board or (ii) whena vote iscast consistent with the decisionof theTrust’s Proxy Voting Committee(as defined below).In addition, provided the Advisor isnot affiliated with the Fund’s principal underwriteror an affiliated personof the principal underwriter and neither the Fund’s principal underwriternor an affiliatedperson of the principal underwriter has influencedthe Advisor withrespect toa matter to whichthe Fund is entitled to vote,a vote bythe Advisor shallnot be considereda conflictbetween theFund’s shareholders and theFund’s principal underwriteror affiliated person of the principal underwriter.

III.

Fund Disclosure

A.

Disclosure of Fund Policies and Procedures With Respect to Voting ProxiesRelating to Portfolio Securities

Beginning with the Fund’s next annualupdate to its Statementof AdditionalInformation (“SAI”) on Form N-1A after July1, 2003, the Fund shalldisclose this Policy,or a description of the policiesand proceduresof this Policy, to itsshareholders. The Fund will notifyshareholders in the SAI and theFund’s shareholder reports thata description of this Policy is availableupon request, withoutcharge, bycalling a specifiedtoll-free telephonenumber, byreviewing the Fund’s website, ifapplicable, and by reviewing filingsavailable on theSEC’s websiteat http://www.sec.gov.The Fund will sendthis description ofthe Fund’sPolicy within three business days ofreceipt of any shareholder request, by first- class mailor other means designed to ensure equally prompt delivery.

B.

Disclosure of theFund’s Complete ProxyVoting Record

In accordance with Rule 30b1-4of the InvestmentCompany Act, beginning after June 30, 2004, the Fund shall disclose to itsshareholders onForm N-PX the Fund’scomplete proxy votingrecord for the twelve monthperiod ended June 30by nolater than August31 of each year.

The Fund shalldisclose the followinginformation onForm N-PX foreach matterrelating to a portfolio security consideredat any shareholder meeting held during theperiod covered by thereport and with respect to which to the Fund was entitled to vote:

(i)

The nameof the issuerof the portfolio security;

(ii)

The exchange ticker symbolof the portfolio security(if available through reasonablypracticable means);

(iii)

The Councilon Uniform Security IdentificationProcedures (“CUSIP”) number for the portfolio security(if available throughreasonably practicable means);

(iv)

The shareholder meetingdate;

(v)

A brief identificationof the matter voted on;

(vi)

Whether the matter was proposedby the issueror bya security holder;

(vii)

Whether the Fund castits voteon the matter;

(viii)

How the Fund castits vote(e.g., foror against proposal, or abstain; foror withhold regardingelection of directors); and

(ix)

Whether the Fund castits votefor or against management.

The Fund shall make itsproxy votingrecord available to shareholders either upon requestor by making availablean electronic versionon or through theFund’s website,if applicable. If the Fund discloses itsproxy votingrecord on or through its website,the Fund shall postthe information disclosed in theFund’s mostrecently filed report on Form N-PX on the websitebeginning the same day it filessuch information withthe SEC.

The Fund shallalso includein its annual reports, semi-annualreports and SAIa statement that information regardinghow the Fund voted proxies relating to portfolio securities duringthe most recenttwelve-month period ended June30 is available(1) without chargeupon request, bycalling a specified toll-free(or collect) telephone number, or (if applicable)on or through the Fund’s websiteat a specified Internetaddress; and (2) on the SEC’s website.If the Funddiscloses that itsproxy voting record is availableby callinga toll-free(or collect) telephonenumber, it shallsend the information disclosedin the Fund’s mostrecently filedreport on

Form N-PX withinthree businessdays of receipt of a request for thisinformation, by first-class mailor other means designed to ensureequally prompt delivery.

IV.

Recordkeeping

The Trust shall keep the following records fora periodof at least five years, the first two inan easily accessibleplace:

(i)

A copy of this Policy;

(ii)

Proxy statements receivedregarding the Fund’s securities;

(iii)

Records of votescast on behalf of the Fund; and

(iv)

A record of each shareholder request forproxy votinginformation and theFund’s response, including the dateof the request, the nameof the shareholder, and the dateof the response.

The foregoingrecords maybe keptas part of the Advisor’srecords.

The Fundmay rely on proxy statements filedon the SEC EDGAR system instead of keepingits own copies, and mayrely on proxy statementsand records of proxy votescast by the Advisor thatare maintained witha thirdparty such as a proxy voting service,provided thatan undertaking isobtained from the thirdparty toprovide a copy of thedocuments promptly upon request.

V.

Proxy Voting Committee

A.

General

The proxy voting committeeof the Trust (“Proxy Voting Committee”) shallbe composedentirely of independenttrustees of theBoard and maybe comprisedof oneor more such independenttrustees as theBoard may,from time to time, decide.The purposeof the Proxy Voting Committee shall be to determinehow the Fund should cast its vote, if called uponby the Board or the Advisor,when a matter withrespect to which theFund is entitled to vote presentsa conflictbetween the interestof the Fund’sshareholders, on the onehand, and thoseof the Fund’s investmentadvisor, principal underwriter,or an affiliatedperson of theFund, its investmentadvisor or principal underwriter,on the otherhand.

B.

Powers andMethods of Operation

The Proxy Voting Committee shallhave all thepowers necessary to fulfillits purpose as setforth aboveand such other powers andperform such other duties as theBoard may,from time to time, grantand/or assign theProxy Voting Committee.The Proxy Voting Committee shall meetat such times andplaces asthe Proxy Voting Committee or the Board may,from time to time, determine.The act of a majority of the membersof theProxy Voting Committee inperson, by telephoneconference or by consentin writing withouta meeting shallbe theact of theProxy Voting Committee.The Proxy Voting Committee shall have the authority to utilizeTrust counsel at the expense of theTrust if necessary.The Proxy Voting Committee shallprepare minutes ofeach meetingand keep such minutes withthe Trust’s records.The Proxy Voting Committee shall reviewthis Policy and recommendany changes to theBoard as it deemsnecessary or advisable.

VI.

Other

This Policy may be amended, from time to time, as determined by the Board.

Adopted as of this22nd day of May, 2003.

Capital Management Associates, Inc. ProxyVoting Policies and Procedures

Background

Effective March 10, 2003, theSecurities and Exchange Commission(“SEC”) adopted a new ruleand ruleamendments under the Investment Advisers Actof 1940. Rule206(4)-6 imposesa numberof requirements on investmentadvisors that have voting authority withrespect to securities held in their clients’ accounts.

These written policies and procedures are designed to reasonably ensure that Capital Management Associates, Inc. (hereinafter “CMA”) votes proxies inthe best interestof clients whohave given CMAvoting authority anddescribes how CMAaddresses materialconflicts between its interestsand those ofits clients withrespect to proxy voting. In accordance withthe requirementsof thenew Rule,Policies and Procedures forCMA are herewith provided.

Proxy Voting

CMA will not be responsible for the votingof proxies for securities heldin client accounts unless weare specifically instructed otherwise.If weare directed by our clients, we will research, vote and record all proxy ballots for the securitypositions wemaintain on ourclient’s behalf. To executethis responsibility CMA relies on Broadridgeto provideproxy research and recommendations, as wellas record keeping.

We havefully reviewed and approved theBroadridge Proxy Voting Guidelines andfollow their recommendations on most Broadridge issues brought toa shareholder vote.

In the rare instance whereour researchor securityanalyst believes that a Broadridge recommendation wouldbe to the detrimentof our investment clients, wecan and will override theBroadridge recommendation througha manual vote.The final authorization to overridea Broadridge recommendation mustbe approvedby theDirector of Researchor Presidentof CMA.A writtenrecord supportingthe decisionto override the Broadridge recommendation willbe maintained.

Proxy Voting Process

A portfoliocompany’s custodian, inadvance of each company’s annualor special meeting provides Broadridge with the appropriate proxiesto be voted. Broadridgeis responsiblefor maintainingrecords of all proxy statementsreceived and all votes cast.The compliance officerat CMA is responsible for maintainingcopies of all proxy policiesand procedures and fordetermining whena potential conflict of interest exists (see“Conflicts of Interest” below).

CMA willprovide copiesof the policies and procedures to clientsupon request. Clients can obtain information onhow their proxies were voted and request copiesof theproxy voting policies and procedures bycalling CMA at (212) 320-2000.

Conflicts of Interest

Resolving Potential Conflictsof Interest:

Each proxy is reviewed bythe portfolio management staff to identify potential conflictsof interest inregard to theproxy voting process. Examplesof potential conflictsof interestinclude:

1

The advisor managesa pension plan fora portfoliocompany whose managementis solicitingproxies

2

The advisor hasa materialbusiness relationship witha proponent ofa proxy proposal and thisbusiness relationshipmay influencehow theproxy voteis cast

3

The advisoror its principals havea businessor personal relationship with participantsin a proxy contest, corporate directorsor candidates for directorships.

In cases wherea potential conflict ofinterest exists,Broadridge will vote inaccordance withBroadridge recommendations if applicationof such recommendations tothe matter athand involves little discretionon thepart of theAdviser. If such recommendationsdo not apply or involve adviser discretion,then the adviser will either disclose the conflictto the client andobtain their consents before votingor suggestthat the client engage anotherparty to determinehow theproxies should be voted.

Adopted November 17, 2010

PART C

FORM N-1A

OTHER INFORMATION

ITEM 28.

Exhibits

(a)		Declaration of Trust (“Trust Instrument”).1
(b)		By-Laws.1
(c)		Certificates for Shares are not issued. Articles V, VI, VII and X of the Trust Instrument, previously filed as Exhibit 28(a) hereto, define the rights of holders of the securities registered.1
(d)(1)		Second Amended and Restated Investment Advisory Agreement between the Registrant and Capital Management Associates, Inc., as Adviser, with respect to the Wellington Shields All-Cap Fund (formerly the Capital Management Mid-Cap Fund).13
(d)(2)		Amended and Restated Investment Advisory Agreement between the Registrant and Capital Management Associates, Inc., as Adviser, with respect to the Capital Management Small-Cap Fund.4
(d)(3)		Schedule A to the Investment Advisory Agreement between the Registrant and Capital Management Associates, Inc., as Adviser, with respect to the Wellington Shields Small-Cap Fund.13
(d)(4)		Investment Advisory Agreement between the Registrant and Capital Management Associates, Inc., as Adviser, with respect to the Wellington Shields All-Cap Fund (Filed herewith)
(e)(1)		Distribution Agreement between the Registrant and Wellington Shields & Co. LLC, as Distributor, with respect to the Wellington Shields All-Cap Fund.13
(e)(2)		Distribution Agreement between the Registrant and Wellington Shields & Co. LLC, as Distributor, with respect to the Wellington Shields Small-Cap Fund.13
(e)(3)		Sub-Distribution Agreement between Registrant, Wellington Shields & Co., LLC and Arbor Court Capital, LLC, as Sub-Distributor, with respect to the Wellington Shields All-Cap Fund and Wellington Shields Small-Cap Fund. 14
(f)		Not Applicable.
(g)(1)		Custody Agreement between the Registrant and U.S. Bank National Association, as Custodian, with respect to the Capital Management Mid-Cap Fund.7
(g)(2)		Custody Agreement between the Registrant and U.S. Bank National Association, as Custodian, with respect to the Capital Management Small-Cap Fund.7

(g)(3)		Third Amendment to the Custody Agreement between the Registrant and U.S. Bank National Association, as Custodian, with respect to the Capital Management Mid-Cap Fund, Capital Management Small-Cap Fund and Wellington Shields All-Cap Fund.10
(g)(4)		Custody Agreement between the Registrant and The Huntington National Bank.16
(h)(1)		Fund Administration Servicing Agreement between the Registrant and Premier Fund Solutions, Inc., as Administrator, with respect to the Wellington Shields All-Cap Fund and Wellington Shields Small-Cap Fund. 14
(h)(2)		Transfer Agent Agreement between the Registrant and Mutual Shareholder Services, LLC, as Transfer Agent, with respect to the Wellington Shields All-Cap Fund and Wellington Shields Small-Cap Fund. 14
(h)(3)		Accounting Services Agreement between the Registrant and Mutual Shareholder Services, LLC, as Fund Accountant, with respect to the Wellington Shields All-Cap Fund and Wellington Shields Small-Cap Fund. 14
(h)(4)		Amended and Restated Expense Limitation Agreement between the Capital Management Investment Trust and Capital Management Associates, Inc. with respect to the Capital Management Mid-Cap Fund.5
(h)(5)		First Amendment to the Amended and Restated Expense Limitation Agreement between the Capital Management Investment Trust and Capital Management Associates, Inc. with respect to the Capital Management Mid-Cap Fund.9
(h)(6)		Second Amendment to the Amended and Restated Expense Limitation Agreement between the Capital Management Investment Trust and Capital Management Associates, Inc. with respect to the Wellington Shields All-Cap Fund (formerly the Capital Management Mid-Cap Fund).13
(h)(7)		Amended and Restated Expense Limitation Agreement between the Capital Management Investment Trust and Capital Management Associates, Inc. with respect to the Capital Management Small-Cap Fund.5
(h)(8)		First Amendment to the Amended and Restated Expense Limitation Agreement between the Capital Management Investment Trust and Capital Management Associates, Inc. with respect to the Capital Management Small-Cap Fund.9
(h)(9)		Second Amendment to the Amended and Restated Expense Limitation Agreement between the Capital Management Investment Trust and Capital Management Associates, Inc. with respect to the Wellington Shields Small-Cap Fund.13
(i)(1)		Opinion and Consent of Poyner & Spruill, L.L.P. regarding the legality of the securities registered with respect to the Capital Management Mid-Cap Fund.2
(i)(2)		Opinion and Consent of Dechert regarding the legality of the securities registered with respect to the Capital Management Small-Cap Fund.3
(i)(3)		Opinion and Consent of Counsel regarding the legality of the securities being registered with respect to the Reorganization of the Capital Management Mid-Cap Fund of the Trust.12

(i)(4)		Opinion and Consent of Practus, LLP regarding the legality of the securities being registered with respect to the Reorganization of the Capital Management Small-Cap Fund of the Trust.15
(i)(5)		Consent of Practus, LLP (Filed herewith)
(j)		Consent of Independent Registered Public Accountants (Filed herewith)
(k)		Not applicable.
(l)		Initial Capital Agreement.1
(m)(1)		Not applicable
(n)		Amended and Restated Rule 18f-3 Multi-Class Plan.10
(p)(1)		Amended and Restated Code of Ethics for the Capital Management Investment Trust.6
(p)(2)		Amended and Restated Code of Ethics for Capital Management Associates, Inc.11
(p)(3)		Code of Ethics for Wellington Shields & Co. LLC, as distributor.8
(p)(4)		Code of Ethics for Arbor Court Capital, LLC, as sub-distributor. 14
(q)(1)		Powers of Attorney. 14
(q)(2)		Powers of Attorney 15

1.		Incorporated herein by reference to Capital Management Investment Trust’s Post-Effective Amendment No. 3 to Registration Statement on Form N-1A filed on March 26, 1996 (File No. 33-85242).
2.		Incorporated herein by reference to Capital Management Investment Trust’s Post-Effective Amendment No. 5 to Registration Statement on Form N-1A filed on March 31, 1998 (File No. 33-85242).
3.		Incorporated herein by reference to Capital Management Investment Trust’s Post-Effective Amendment No. 6 to Registration Statement on Form N-1A filed on October 29, 1998 (File No. 33-85242).
4.		Incorporated herein by reference to Capital Management Investment Trust’s Post-Effective Amendment No. 9 to Registration Statement on Form N-1A filed on April 2, 2001 (File No. 33-85242).
5.		Incorporated herein by reference to Capital Management Investment Trust’s Post-Effective Amendment No. 14 to Registration Statement on Form N-1A filed on March 30, 2006 (File No. 33-85242).
6.		Incorporated herein by reference to Capital Management Investment Trust’s Post-Effective Amendment No. 16 to Registration Statement on Form N-1A filed on March 31, 2008 (File No. 33-85242)
7.		Incorporated herein by reference to Capital Management Investment Trust’s Post-Effective Amendment No. 17 to Registration Statement on Form N-1A filed on March 31, 2009 (File No. 33-85242)
8.		Incorporated herein by reference to Capital Management Investment Trust’s Post-Effective Amendment No. 18 to Registration Statement on Form N-1A filed on January 28, 2010 (File No. 33-85242)
9.		Incorporated herein by reference to Capital Management Investment Trust’s Post-Effective Amendment No. 19 to Registration Statement on Form N-1A filed on March 30, 2010 (File No. 33-85242)
10.		Incorporated herein by reference to Capital Management Investment Trust’s Post-Effective Amendment No. 31 to Registration Statement on Form N-1A filed on December 2, 2014 (File No. 33-85242)
11.		Incorporated herein by reference to Capital Management Investment Trust’s Post-Effective Amendment No. 33 to Registration Statement on Form N-1A filed on March 26, 2015 (File No. 33-85242)

12.		Incorporated herein by reference to Capital Management Investment Trust’s Post-Effective Amendment No. 41 to Registration Statement on Form N-1A filed on March 30, 2018 (File No. 33-85242).
13.		Incorporated herein by reference to Capital Management Investment Trust’s Post-Effective Amendment No. 43 to Registration Statement on Form N-1A filed on March 29, 2019 (File No. 33-85242).
14.		Incorporated herein by reference to Capital Management Investment Trust’s Post-Effective Amendment No. 45 to Registration Statement on Form N-1A filed on September 18, 2019 (File No. 33-85242).
15		Incorporated herein by reference to Capital Management Investment Trust’s Post-Effective Amendment No. 47 to Registration Statement on Form N-1A filed on November 26, 2019 (File No. 33-85242).
16		Incorporated herein by reference to Capital Management Investment Trust’s Post-Effective Amendment No. 55 to Registration Statement on Form N-1A filed on March 26, 2024 (File No. 33-85242).

ITEM 29.

Persons Controlled by or Under Common Control with the Registrant

No person is controlled by or under common control with the Trust.

ITEM 30.

Indemnification

As permitted by Section 17(h) and (i) of the Investment Company Act of 1940, as amended, officers, trustees, employees and agents of the Registrant will not be liable to the Registrant, any shareholder, officer, trustee, employee, agent or other person for any action or failure to act, except for bad faith, willful misfeasance, gross negligence or reckless disregard of duties, and those individuals may be indemnified against liabilities in connection with the Registrant, subject to the same exceptions.

The Registrant’s Declaration of Trust (Exhibit 28(a) to the Registrant Statement), investment advisory agreements (Exhibits 28(d)(1) to the Registration Statement), distribution agreements (Exhibits 28(e)(1), (e)(2) and (e)(3), sub-distribution agreement (Exhibit 28(e)(4)) and administration agreements (Exhibits 28(h)(1) and (h)(2) to the Registrant Statement) provide for indemnification of certain persons acting on behalf of the Trust. The Registrant may, from time to time, enter other contractual arrangements that provide for indemnification.

Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “1933 Act”), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defenses of any action, suite or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

ITEM 31.

Business and Other Connections of the Investment Advisors

The list required by this Item 31 as to any other business, profession, vocation or employment of a substantial nature in which each of the investment advisers, and each director, officer or partner of such investment advisers, is or has been engaged within the last two fiscal years for his or her own account or in the capacity of director, officer, employee, partner or trustee, is incorporated herein by reference to Schedules A and D of each investment adviser's Form ADV listed opposite such investment adviser's name below, which is currently on file with the SEC as required by the Investment Advisers Act of 1940, as amended.

Name of Investment Adviser	Form ADV File No.
Capital Management Associates, Inc.	801-17691

ITEM 32.

Principal Underwriters

(a)	Wellington Shields & Co, LLC serves as the principal underwriter for only the Fund (underwriter and distributor), 60 Broad Street, 39th Floor, New York, New York 10004.
	Arbor Court Capital, LLC (“ACC”), 8000 Town Centre Drive, Suite 400, Broadview Heights, Ohio 44147, serves as the Trust’s sub-distributor. ACC also serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended: Ancora Trust, Archer Investment Series Trust, Berkshire Focus Fund, Clark Fork Trust, Frank Funds, Monteagle Funds, Manor Investment Funds, MP63 Fund, Inc., Neiman Funds, One Rock Fund, Parvin Hedged Equity Solari World Fund, PFS Funds, Spend Life Wisely Funds Investment Trust and WP Trust.
(b)	Wellington Shields & Co, LLC. The information required by this Item 32(b) with respect to each director, officer or partner of Wellington Shield & Co, LLC is incorporated herein by reference to Schedule A of Form BD, filed by Wellington Shields & Co, LLC with the SEC pursuant to the Securities Exchange Act of 1934, as amended.
	Arbor Court Capital, LLC. (sub-distributor) The information required by this Item 32(b) with respect to each director, officer or partner of Arbor Court Capital, LLC is incorporated herein by reference to Schedule A of Form BD, filed by Arbor Court Capital, LLC with the SEC pursuant to the Securities Exchange Act of 1934, as amended.

(c)	Not applicable.

ITEM 33.

Location of Accounts and Records

 

The accounts, books or other documents of the Registrant required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder are kept in several locations:
 

a)	Premier Funds Solutions, Inc., 1939 Friendship Drive, Suite C, El Cajon, California 92020 (records relating to its function as Administrator).
b)	Mutual Shareholder Services, LLC, 8000 Town Centre Drive, Suite 400, Broadview Heights, Ohio 44147 (records relating to its function as Fund Accounting Services and Transfer Agent).
c)	Wellington Shields & Co., LLC, 60 Broad Street, 39th Floor, New York, New York 10004 (records relating to its function as Distributor).
d)	Arbor Court Capital, LLC, 8000 Town Centre Drive, Suite 400, Broadview Heights, Ohio 44147 (records relating to its function as Sub-Distributor).
e)	Argent Institutional Trust Company, 1715 N Westshore Blvd, Suite 750, Tampa, FL 33607 (records relating to its function as Custodian for the Funds).

f)	Capital Management Associates, Inc., 60 Broad Street, 39th Floor, New York, New York 10004 (records relating to its function as investment advisor to the Wellington Shields All-Cap Fund).
ITEM 34.		Management Services

There are no management-related service contracts not discussed in Parts A or B of this Form.

ITEM 35.

Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) of the Securities Act and has duly caused this Post-Effective Amendment to the Registrant’s Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and State of New York, on this 26^th day of March, 2026.

CAPITAL MANAGEMENT INVESTMENT TRUST

By: /s/ W. Jameson McFadden           
W. Jameson McFadden, President, Principal
Executive Officer, Principal Financial Officer and
Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

*	3/26/2026
Michael D. Cahill, Trustee	Date
*	3/26/2026
Paul J. Camilleri, Trustee	Date
*	3/26/2026
David V. Shields, Trustee	Date
/s/ W. Jameson McFadden	3/26/2026
W. Jameson McFadden, President, Principal Executive	Date
Officer, Principal Financial Officer and Secretary
/s/ James D. Craft	3/26/2026
James D. Craft, Treasurer	Date
*By: /s/ Stephen J. Portas	3/26/2026
Stephen J. Portas, Chief Compliance Officer	Date
*Pursuant to Power of Attorney

EXHIBITS
 

(d)(4)

Investment Advisory Agreement between the Registrant and Capital Management Associates, Inc., as Adviser, with respect to the Wellington Shields All-Cap Fund

(i)(5)

Consent of Practus, LLP

(j)    Consent of Independent Registered Public Accountants