Exhibit 99.B.6
DISTRIBUTION AGREEMENT
AGREEMENT entered into as of the date the registration statement of the Capital
Management Equity Fund of Capital Management Investment Trust becomes effective
with the Securities and Exchange Commission, by and between Capital Management
Investment Trust, an unincorporated business trust organized under the laws of
The Commonwealth of Massachusetts (the "Trust"), and Xxxxxxx & Company, Inc., a
New York corporation ("Distributor").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end management investment
company and is so registered under the Investment Company Act of 1940, as
amended (the "1940 Act") ; and
WHEREAS, the Trust is authorized to issue an unlimited number of shares of
beneficial interest, par value $0 per share, in separate series representing the
interests in separate funds of securities and other assets; and
WHEREAS, the Trust intends to offer a series of shares (the "Shares")
representing interests in the Capital Management Equity Fund (the "Fund") of the
Trust and is registering the Shares under the Securities Act of 1933, as amended
(the "1933 Act"), pursuant to a registration statement on Form N-1A (the
"Registration Statement"), including a prospectus (the "Prospectus") and a
statement of additional information (the "Statement of Additional Information");
and
WHEREAS, the Trust has adopted a Distribution Plan pursuant to Rule 12b-1 under
the 1940 Act (the "Distribution Plan") and may enter into related agreements
providing for the distribution of Shares of the Fund; and
WHEREAS, Distributor has agreed to act as distributor of the shares of the Fund
for the period of this Agreement;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
1. Appointment of Distributor.
(a) The Trust hereby appoints Distributor its exclusive agent for the
distribution of the Shares of the Fund in jurisdictions wherein such Shares may
be legally offered for sale; provided, however, that the Trust in its absolute
discretion may issue Shares of the Fund in connection with (i) the payment or
reinvestment of dividends or distributions, (ii) any merger or consolidation of
the Trust or of the Fund with any other investment company or trust or any
personal holding company, or the acquisition of the assets of any such entity or
another fund of the Trust; or (iii) any offer of exchange permitted by Section
11 of the 0000 Xxx.
(b) Distributor hereby accepts such appointment as exclusive agent for
the distribution of the Shares of the Fund and agrees that it will sell the
Shares as agent for the Trust at prices determined as hereinafter provided and
on the terms hereinafter set forth, all according to applicable federal and
state laws and regulations and to the Agreement and Declaration of Trust of the
Trust.
(c) Distributor may sell Shares of the Fund to or through qualified
dealers or others. Distributor will require each dealer to conform to the
provisions hereof, the Registration Statement and the Prospectus and Statement
of Additional Information, and applicable law; and neither Distributor nor any
such dealers shall withhold the placing of purchase orders for Shares so as to
make a profit thereby.
(d) Distributor shall order Shares of the Fund from the Trust only to
the extent that it shall have received purchase orders therefor. Distributor
will not make, or authorize any dealers or others to make: (i) any short sales
of Shares; or (ii) any sales of Shares to any Trustee or officer of the Trust or
to any officer or director of Distributor or of any corporation or association
furnishing investment advisory, managerial or supervisory services to the Trust,
or to any such corporation or association, unless such sales are made in
accordance with the then current Prospectus and Statement of Additional
Information.
(e) Distributor is not authorized by the Trust to give any information
or make any representations regarding the Shares of the Fund, except such
information or representations as are contained in the Registration Statement or
in the current Prospectus or Statement of Additional Information of the Fund, or
in sales literature prepared by or on behalf of the Trust for Distributor's use.
(f) Notwithstanding any provision hereof, the Trust may terminate,
suspend or withdraw the offering of Shares of the Fund whenever, in its sole
discretion, it deems such action to be desirable.
2. Offering Price of Shares. All Fund Shares sold under this
Agreement shall be sold at the public offering price per Share in effect at the
time of the sale, as described in the then current Prospectus of the Fund;
provided, however, that any public offering price for the Shares shall be the
net asset value per Share. Distributor shall be entitled to commissions and
other fees and payments under the Distribution Plan. At no time shall the Trust
receive less than the full net asset value of the Shares, determined in the
manner set forth in the then current Prospectus and Statement of Additional
Information.
3. Furnishing of Information. The Trust shall furnish to Distributor
copies of any information, financial statements and other documents that
Distributor may reasonably request for use in connection with the sale of shares
of the Fund under this Agreement. The Trust shall also make available a
sufficient number of copies of the Fund's current Prospectus and Statement of
Additional Information for use by the Distributor.
4. Expenses. (a) The Trust will pay or cause to be paid the following
expenses: (i) preparation, printing and distribution to shareholders of the
Prospectus and Statement of Additional Information; (ii) preparation, printing
and distribution of reports and other communications to shareholders; (iii)
registration of the Shares under the federal securities laws; (iv) qualification
of the Shares for sale in certain states; (v) qualification of the Trust as a
dealer or broker under state law as well as qualification of the Trust as an
entity authorized to do business in certain states; (vi) maintaining facilities
for the issue and transfer of Shares; (vii) supplying information, prices and
other data to be furnished by the Trust under this Agreement; and (viii) certain
taxes applicable to the sale or delivery of the Shares or certificates therefor.
(b) Except to the extent such expenses are borne by the Trust pursuant
to the Distribution Plan, Distributor will pay or cause to be paid the following
expenses: (i) payments to sales representatives of the Distributor and to
securities dealers and others in respect of the sale of Shares of the Fund; (ii)
payment of compensation to and expenses of employees of the Distributor and any
of its affiliates to the extent they engage in or support distribution of Fund
Shares or render shareholder support services not otherwise provided by the
Trust's transfer agent, including, but not limited to, office space and
equipment, telephone facilities and expenses, answering routine inquiries
regarding the Fund, processing shareholder transactions, and providing such
other shareholder services as the Trust may reasonably request; (iii)
formulation and implementation of marketing and promotional activities,
including, but not limited to, direct mail promotions and television, radio,
newspaper, magazine and other mass media advertising; (iv) preparation, printing
and distribution of sales literature and of Prospectuses and Statements of
Additional Information and reports of the Trust for recipients other than
existing shareholders of the Fund; and (v) obtaining such information, analyses
and reports with respect to marketing and promotional activities as the Trust
may, from time to time, reasonably request.
(c) Distributor in connection with the Distribution Plan shall prepare
and deliver reports to the Trustees of the Trust on a regular basis, at least
quarterly, showing the expenditures with respect to the Fund pursuant to the
Distribution Plan and the purposes therefor, as well as any supplemental reports
as the Trustees of the Trust, from time to time, may reasonably request.
5. Repurchase of Shares. Distributor as agent and for the account of
the Trust may repurchase Shares of the Fund offered for resale to it and redeem
such Shares at their net asset value.
6. Indemnification by the Trust. In absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of Distributor, the Trust agrees to indemnify Distributor
and its officers and partners against any and all claims, demands, liabilities
and expenses that Distributor may incur under the 1933 Act, or common law or
otherwise, arising out of or based upon any alleged untrue statement of a
material fact contained in any registration statement or prospectus (except a
prospectus of the Fund prepared for use under Rule 482 under the 0000 Xxx) or
statement of additional information of the Fund, or any omission to state a
material fact therein, the omission of which makes any statement contained
therein misleading, unless such statement or omission was made in reliance upon
and in conformity with information furnished to the Trust in connection
therewith by or on behalf of Distributor. Nothing herein contained shall
require the Trust to take any action contrary to any provision of its Agreement
and Declaration of Trust or any applicable statute or regulation.
7. Indemnification by Distributor. Distributor agrees to indemnify
the Trust and its officers and Trustees against any and all claims, demands,
liabilities and expenses which the Trust may incur under the 1933 Act, or common
law or otherwise, arising out of or based upon (i) any alleged untrue statement
of a material fact contained in any registration statement or prospectus or
statement of additional information of the Fund, or any omission to state a
material fact therein if such statement or omission was made in reliance upon
and in conformity with information furnished to the Trust in connection
therewith by or on behalf of Distributor; (ii) any act or deed of Distributor or
its sales representatives which has not been authorized by the Trust in any
prospectus or statement of additional information of the Fund or by this
Agreement ; or (iii) any alleged untrue statement of a material fact contained
in any prospectus of the Fund prepared for use under Rule 482 under the 1933
Act, or any omission to state a material fact therein.
8. Term and Termination.
(a) This Agreement shall become effective upon the date the
registration statement of the Trust containing the Fund's Prospectus is declared
effective by the Securities and Exchange Commission and, unless sooner
terminated as provided herein, shall continue in effect for two years thereafter
and shall continue in full force and effect for successive periods of one year
thereafter, but only so long as each such continuance is approved (i) by either
the Trustees of the Trust or by vote of a majority of the outstanding voting
securities (as defined in the 0000 Xxx) of the Fund and, in either event, (ii)
by vote of a majority of the Trustees of the Trust who are not parties to this
Agreement or interested persons (as defined in the 0000 Xxx) of any such party
and who have no direct or indirect financial interest in this Agreement or in
the operation of the Distribution Plan or in any agreement related thereto
("Independent Trustees"), cast at a meeting called for the purpose of voting on
such approval.
(b) This Agreement may be terminated at any time without the payment of
any penalty by vote of the Trustees of the Trust or a majority of the
Independent Trustees or by vote of a majority of the outstanding voting
securities (as defined in the 0000 Xxx) of the Fund or by Distributor, on sixty
days' written notice to the other party.
(c) This Agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act).
9. Limitation of Liability. It is expressly agreed that the
obligations of the Trust hereunder shall not be binding upon any of the
Trustees, officers or shareholders of the Trust personally, but shall bind only
the assets and property of the Trust. The term "Capital Management Investment
Trust" means and refers to the Trustees from time to time serving under the
Agreement and Declaration of Trust of the Trust dated October 8, 1990, a copy of
which is on file with the Secretary of The Commonwealth of Massachusetts. The
execution and delivery of this Agreement has been authorized by the Trustees,
and this Agreement has been signed on behalf of the Trust by an authorized
officer of the Trust, acting as such and not individually, and neither such
authorization by such Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the assets and property
of the Trust as provided in the Agreement and Declaration of Trust.
IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed
as of the date first written above.
CAPITAL MANAGEMENT INVESTMENT TRUST
Attest:
By:
XXXXXXX & COMPANY
Attest:
By:
