SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant /x/
Filed by a Party other than the Registrant /_/
Check the appropriate box:
/_/ Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
/x/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to ss.240.14a-11(c) or
ss.240.14a-12
IMPACT MANAGEMENT INVESTMENT TRUST
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/_/ Fee paid previously with preliminary materials
/_/ Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
IMPACT MANAGEMENT INVESTMENT TRUST
1875 Ski Time Square Drive
Suite One
Steamboat Springs, CO 80487
1-888-467-2284
_______________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF
IMPACT MANAGEMENT INVESTMENT TRUST
To be held January 14, 1998
_______________
TO THE SHAREHOLDERS OF
IMPACT MANAGEMENT GROWTH PORTFOLIO:
NOTICE IS HEREBY GIVEN that a SPECIAL MEETING OF SHAREHOLDERS
(the "Meeting") of IMPACT Management Investment Trust (the
"Trust"), will be held on January 14, 1998 at 3:00 p.m. Eastern
Time, at the Radisson Hotel, Monroeville, PA for the purpose of
considering and acting upon the following matters:
1. To approve or disapprove an Amended and Restated
Investment Advisory Agreement between the Trust, on
behalf of the IMPACT Management Growth Portfolio (the
"Portfolio"), and Jordan American Holdings, Inc. d/b/a
Equity Assets Management;
2. To approve or disapprove a Distribution Plan for the
Trust on behalf of the Portfolio, pursuant to Rule 12b-
1 under the Investment Company Act of 1940;
3. To ratify the selection of Arthur F. Bell, Jr. &
Associates, L.L.C. as independent public accountants of
the Trust for the fiscal year ending September 30,
1998; and
4. To transact such other business as may properly come
before the Meeting, or any adjournment thereof.
The Board of Trustees has fixed the close of business on
December 10, 1997 as the record date for the determination of
those shareholders entitled to vote at the meeting, and only
holders of record at the close of business on that day will be
entitled to vote.
The Trust's Annual Report to Shareholders for the fiscal year
ended September 30, 1997 was previously mailed to shareholders,
and copies of it are available upon request, without charge, by
contacting the Trust at the address above or by calling 1-888-
467-2284.
IMPORTANT
To save the expense of additional proxy solicitation, if you do
not expect to be present at the meeting, please mark your
instructions on the enclosed Proxy, date and sign it and return
it promptly in the enclosed envelope (which requires no postage
if mailed in the United States). The enclosed Proxy is solicited
on behalf of the Board of Trustees, is revocable and will not
affect your right to vote in person in the event that you attend
the meeting.
By Order of the Board of Trustees
Ronald A. Stiller
President and Trustee
December 15, 1997
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of proxies by or on behalf of the Board of Trustees
of IMPACT Management Investment Trust (the "Trust"), for use at
the Special Meeting of Shareholders of the Fund (the "Meeting")
to be held on January 14, 1998, at 3:00 p.m. Eastern Time at the
Radisson Hotel, Monroeville, PA and at any adjournment thereof.
This Proxy Statement and the accompanying form of proxy were
first mailed to shareholders on or about December 15, 1997.
Shareholders of record of the Trust at the close of business on
December 10, 1997 (the "Record Date") are entitled to notice of,
and to vote on, the proposals described herein at the Meeting and
any adjournment thereof. At the close of business on the Record
Date, the Trust had 235,273.028 outstanding shares, all of which
were shares of the IMPACT Management Growth Portfolio (the
"Portfolio").
The Trust is an open-end, management investment company, as
defined in the Investment Company Act of 1940, as amended (the
"1940 Act"). The Trust is organized as a Massachusetts business
trust. The Trust has authorized an unlimited number of shares of
beneficial interest (no par value). The shares of the Trust do
not have cumulative voting rights.
A majority of shares of the Trust entitled to vote at the meeting
constitutes a quorum for the transaction of business at the
meeting. Shares represented in person or by proxy (including
shares which abstain or do not vote with respect to one or more
of the Proposals presented for shareholder approval) will be
counted for purposes of determining whether a quorum is present
at the Meeting. An affirmative vote of the majority of the
Portfolio's outstanding shares (defined in the Investment Company
Act of 1940 (the "Act") as the lesser of (i) 67% of the shares of
the Portfolio present at the Meeting, if holders of more than 50%
of the outstanding shares are present in person or by proxy, or
(ii) more than 50% of the outstanding shares of the Portfolio) is
necessary to approve the Portfolio's Investment Advisory
Agreement (Proposal No. 1) and to approve the Distribution Plan
(Proposal No. 2). An affirmative vote of a majority of the
aggregate outstanding shares of the Trust, present in person or
by proxy and voting, is necessary to ratify the selection of
independent accountants (Proposal No. 3).
The Board of Trustees knows of no business other than that
specifically mentioned in the Notice of Special Meeting which
will be presented for consideration at the Meeting. If any other
matters are properly presented, it is the intention of the
persons named in the enclosed proxy to vote in accordance with
their best judgment. Abstentions and broker non-votes will be
counted for purposes of determining whether a quorum is present
at the Meeting, but will not be counted for purposes of
determining whether matters to be voted upon at the Meeting have
been approved.
In the event that a sufficient number of shares are not present
at the Meeting in person or by proxy so as to constitute a quorum
or to approve any one or more proposals set forth in the Notice
of Special Meeting, the persons named as proxies may propose to
adjourn the Meeting to a later date to permit further
solicitation of proxies with respect to the proposals. In such
case, the named proxies may vote in favor of such adjournment
those proxies authorizing a vote in favor of any proposal to be
considered at such adjourned meeting. They will vote against
such adjournment those proxies required to be voted against any
proposal to be considered at such adjourned meeting.
As of the Record Date, the following person owned beneficially
more than 5% of the outstanding voting shares of the Portfolio:
Name and Address of Number
Beneficial Owner of Shares Percentage
The Grzelewski Family Trust 13,509.709 6%
1041 Whitmore Road
North Huntingdon, PA 15642
Thelma D. Schaeffer 21,798.847 9%
464 Coolidge Avenue
Pittsburgh, PA 15228
No Trustee of the Trust owns beneficially, and the Trustees
together do not own beneficially, more than 1% of the outstanding
voting shares of the Trust.
Shareholders who execute proxies retain the right to revoke them
at any time before they are voted by notifying the Trust or by
voting at the Meeting. A proxy, when executed and not revoked,
will be voted as directed. In the absence of such direction,
proxies will be voted in favor of the proposal.
The Trust and Jordan American Holdings, Inc. d/b/a Equity Assets
Management (the "Advisor") will share equally the expense of this
solicitation. Initial solicitation will be by mail. Further
solicitation may be made by mail or telephone by regular
employees of the Advisor, who will receive no compensation for
such solicitation.
PROPOSAL NO. 1
APPROVAL OF AN AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT FOR THE PORTFOLIO
At the Meeting, shareholders will be asked to approve an Amended
and Restated Investment Advisory Agreement (the "New Agreement")
with Jordan American Holdings, Inc. d/b/a Equity Assets
Management (the "Advisor"). The reason that shareholders are
being asked to approve the New Agreement is that the Portfolio's
current investment advisory agreement contains terms that are not
in compliance with requirements set forth in the 1940 Act.
The following summary provides information about the Advisor, the
current investment advisory agreement, and the New Agreement.
Information Concerning the Investment Advisor
The Advisor is a Florida corporation organized in 1972. The
Advisor is a publicly held company whose shares of common stock
trade on NASDAQ under the symbol "JAHI." The Advisor's principal
place of business is located at 1875 Ski Time Square Drive, Suite
One, Steamboat Springs, CO 80487. In addition to advising the
Portfolio of the Trust, the Advisor provides investment advisory
services to individuals, corporations, foundations, limited
partnerships, a commodity pool and individual retirement,
corporate, and group pension and profit-sharing plans. The
Advisor currently has discretionary management authority with
respect to approximately $83 million in assets.
While the Advisor has over twenty years of experience managing
investments for its clients, it has limited experience as an
investment advisor to a registered investment company. In
addition to managing the Trust, the Advisor served as investment
adviser to the Integrity Portfolio, Inc. in 1991 and 1992.
The Advisor supervises the investment of the assets of the
Portfolio in accordance with the Portfolio's objectives, policies
and restrictions.
The following chart gives information about the Advisor's
principal executive officers and each director:
Principal
Name and Address* Position with Advisor Occupation
W. Neal Jordan President, Director, Investment Advisor
Chief Investment and Broker/Dealer
Officer
Charles R. Clark Director and Chief Investment Advisor
Executive Officer and Broker/Dealer
Robert J. Flaherty Director Publisher
(financial magazine)
Ronald A. Stiller Director Financial Planner
* The address for all officers and directors of the Advisor is
1875 Ski Time Square Drive, Suite One, Steamboat Springs, CO
80487.
Mr. Clark is the Chairman of the Board of Trustees of the Trust.
Mr. Stiller is also a Trustee of the Trust, and he is President
of the Trust.
Mr. Jordan and Mr. Clark are the portfolio managers for the
Portfolio.
Information Concerning the Current Investment Advisory Agreement
Subject to the supervision of the Board of Trustees, the Advisor
provides portfolio management, research and analysis, advice and
recommendations with respect to the purchase and sale of
securities for the Portfolio pursuant to an investment advisory
agreement between the Trust, on behalf of the Portfolio, and the
Advisor dated December 20, 1996 (the "Current Agreement"). The
Advisor also keeps certain books and records in connection with
its services to the Trust.
The Current Agreement provides that the Trust will pay all its
own expenses, including, but not limited to, interest charges,
taxes, costs of purchasing and selling securities for its
portfolio, rent, expenses of redemption of shares, auditing and
legal expenses; expenses attributable to printing prospectuses;
Trustees' fees and expenses necessarily incurred by a Trustee in
attendance at Trustees' meetings; expenses of administrative
personnel and administrative services, custodian fees; fees of
transfer agents, registrar and dividend disbursing agents; the
costs of stock certificates and corporate reports; all other
printing expenses; costs in connection with Board of Trustees'
meetings and the annual or special meetings of shareholders,
including proxy material preparation and distribution, filing
fees, dues, insurance premiums, miscellaneous management and
operating expenses and expenses of an extraordinary and
nonrecurring nature.
The Current Agreement further provides that Trust Management is
solely responsible for the day-to-day operations of the Trust,
maintaining compliance with the Securities Act of 1933, the
Investment Company Act of 1940, the Internal Revenue Code of
1986, as amended, and any law or regulation of any governmental
agency having jurisdiction over the Trust. The Current Agreement
provides for the indemnification of the Advisor for any fines or
damages that may be levied or charged to the Advisor and for any
expenses incurred by the Advisor, including but not limited to
legal fees, that may arise as a result of any violation or error
committed by Trust Management to any party.
Pursuant to the Current Agreement, the Advisor is entitled to an
annual fee, payable monthly, of 2.25% of the Portfolio's average
daily net assets. For the fiscal year ended September 30, 1997,
the Portfolio paid investment advisory fees of $503.00.
The Current Agreement has an initial term of three (3) years
(which is not consistent with the 1940 Act requirements), and
continues in effect from year to year thereafter if specifically
approved at least annually by vote of "a majority of the
outstanding voting securities" of the Trust, as defined under the
1940 Act, or by the Board of Trustees and, in either event, by
the vote of a majority of the Trustees who are not parties to the
Advisory Agreements or interested persons of any such party, cast
in person at a meeting called for such purpose.
The Current Agreement may be terminated without penalty at any
time on sixty (60) days' written notice by the Trust, by vote of
the holders of a majority of the Trust's outstanding voting
securities or by the Advisor. The Current Agreement will
terminate automatically in the event of its assignment (as
defined in the 1940 Act).
Information Concerning the New Investment Advisory Agreement
Advisory Services. The New Agreement provides that the Advisor
will manage the investment and reinvestment of the Portfolio's
assets and will administer its affairs, subject to the direction
of the Board of Trustees and the officers of the Trust.
Expenses. The New Agreement provides that the Portfolio shall
conduct its own business and affairs and shall bear the expenses
and salaries relating thereto, including, but not limited to:
the maintenance of its corporate existence; the maintenance of
its own books, records and procedures; dealing with its own
shareholders; the payment of dividends; transfer of stock,
including issuance, redemption and repurchase of shares;
preparation of share certificates; reports and notices to
shareholders; calling and holding of shareholders' meetings;
miscellaneous office expenses; brokerage commissions; custodian
fees; legal and accounting fees; and taxes. To the extent that
the Trust, on behalf of the Portfolio, and Advisor share
facilities in the conduct of their respective businesses and in
the performance of the New Agreement, the expenses of such
facilities are prorated between the Trust and the Advisor.
Portfolio Brokerage. The Advisor, in effecting the purchases and
sales of portfolio securities for the account of the Portfolio,
will seek execution of trades either (i) at the best price and
execution by any broker, dealer or member of an exchange, or (ii)
at a higher rate of commission charges if reasonable in relation
to brokerage and research services provided to the Portfolio or
the Advisor by such member, broker, or dealer. The Advisor may
use research and services provided to it by brokers and dealers
in servicing all its clients, however, not all such services will
be used by the Advisor in connection with the Portfolio.
Fees. The annual investment management fee under the New
Agreement will decrease to 1.25% of average daily net assets of
the Portfolio, payable on a monthly basis. This fee is higher
than that paid by other mutual funds, but is similar to fees paid
by other funds with similar investment objectives and policies.
If the shareholders of the Portfolio approve Proposal 2 herein
(see below), the Portfolio also will be subject to a Rule 12b-1
fee of 1.00%. If the proposed New Agreement had been in effect
for the fiscal year ended September 30, 1997, the amount that the
Advisor would have received for that period is $279.46, without
giving effect to the proposed Rule 12b-1 fee which together with
the proposed advisory fee is comparable to the old advisory fee.
Limitation of Liability. The New Agreement provides that, in the
absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of performance of duties, the Advisor shall
not be subject to liabilities to the Trust, the Portfolio or to
any shareholder of the Portfolio for any action or omissions
under the New Agreement or for any losses in connection with the
purchase, holding or sale of any security, or otherwise.
Term. If approved by the shareholders of the Portfolio, the New
Agreement will become effective on the date of the Meeting, and
will have an initial term ending on January 14, 2000.
Thereafter, the New Agreement will be continued from year to
year, provided that its continuation is specifically approved at
least annually: (a) by a vote of the holders of a majority of
the outstanding shares of the Portfolio, or by the Board of
Trustees, and (b) by a vote of a majority of the Trustees who are
not parties to the Agreement or "interested persons" (as defined
in the 1940) of any such party, cast in person at a meeting
called for the purpose of voting on such approval.
Termination; Assignment. The New Agreement provides that it may
be terminated without penalty upon 60 days' written notice by the
Advisor, by the Trustees of the Trust upon 60 days' written
notice, or by the affirmative vote of the holders of a "majority
of the outstanding voting securities" of the Portfolio (as
defined in the 1940 Act). Also, the New Agreement will
automatically terminate in the event of its assignment (as
defined in the 1940 Act).
A copy of the New Agreement is attached as Exhibit A.
Evaluation of the New Agreements by the Board of Trustees.
The Board of Trustees of the Trust met on October 31, 1997 to
consider the New Agreement. The Board, including a majority of
the Trustees who are not parties to the investment advisory
agreement or interested persons of any such party, unanimously
voted to approve the New Agreement and to recommend the New
Agreement to shareholders for their approval.
In considering the New Agreement, the Trustees considered that
the terms of the New Agreement do not contemplate any change in
(i) the management or operations of the Advisor relating to the
Trust or its Portfolio; (ii) the personnel managing the Portfolio
or (iii) the shareholder services or other business activities of
the Portfolio. The Advisor and the investment philosophy and
procedures of the Advisor will not change under the New
Agreement, nor will the current investment personnel. The
Trustees further considered that the advisory fee under the New
Agreement is lower than the fee under the Current Agreement which
will benefit the Trust. In addition, the terms of the New
Agreement are in compliance with 1940 Act requirements, whereas
certain terms under the Current Agreement are not in compliance.
Brokerage Practices
Portfolio orders may be placed with an affiliated broker-dealer,
and in such case, the affiliated broker will receive brokerage
commissions. However, portfolio orders will be placed with
affiliates only where the price being charged and the services
being provided compare favorably with those which would be
charged to the Portfolio by non-affiliated broker-dealers, and
with those charged by the affiliate to other unaffiliated
customers, on transactions of a like size and nature. Brokerage
may also be allocated to dealers in consideration of distribution
of Portfolio shares, but only when execution and price are
comparable to that offered by other brokers.
IMPACT Financial Network, Inc. ("IFN"), the principal underwriter
for the Trust, is an affiliated broker-dealer of the Trust
because IFN is a subsidiary of the Advisor. IFN has principal
offices at 1875 Ski Time Square Drive, Suite One, Steamboat
Springs, CO 80487. For the fiscal year ended September 30, 1997,
the aggregate amount of commissions paid by the Trust to IFN was
$1,875.02, representing 100% of total commissions paid by the
Trust during that period.
In the event that shareholders do not approve the New Agreement
the Board of Trustees will consider other alternatives including
a resolicitation of shareholder votes or a possible liquidation
of the Trust.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE
PROPOSED NEW INVESTMENT ADVISORY AGREEMENT.
PROPOSAL NO. 2
APPROVAL OF A DISTRIBUTION PLAN PURSUANT TO
RULE 12b-1 UNDER THE 1940 ACT
Introduction
Rule 12b-1 under the 1940 Act permits investment companies to
bear the expenses associated with the distribution of their
shares pursuant to a distribution plan which complies with all
the requirements of Rule 12b-1. On October 31, 1997, the Board
of Trustees, including a majority of the non-interested Trustees,
voted to approve a Rule 12b-1 Plan (the "Plan") for the
Portfolio, and directed that it be submitted to shareholders of
the Portfolio at the Meeting, along with a recommendation that
shareholders approve the Plan.
The Board of Trustees, in considering the adoption of the Plan,
determined that a consistent cash flow resulting from the sale of
new shares is necessary and appropriate to meet redemptions and
to take advantage of investment opportunities without requiring
the Portfolio to make unwarranted liquidations of existing
investments. The Board of Trustees determined that it would
benefit the Portfolio to have monies available for the direct
distribution activities of the Trust's principal underwriter,
IMPACT Financial Network, Inc. ("IFN," formerly known as
Management Securities, Inc.), in promoting the sale of the
Portfolio's shares. Additionally, in evaluating the Plan, the
Board of Trustees took into consideration the amounts that would
be paid to the Advisor under the New Agreement and to IFN (an
affiliate of the Advisor), under their respective management and
underwriting agreements with the Trust. The Board of Trustees,
including the non-interested Trustees, concluded that in the
exercise of their reasonable judgment and in light of their
fiduciary duties, there was a reasonable likelihood that the Plan
would benefit the Portfolio and its shareholders.
Description of the Proposed Rule 12b-1 Plan
Pursuant to the Plan, a maximum aggregate amount of 1.00% per
annum of the average daily net assets of the Portfolio's shares
will be entitled to be reimbursed for expenses actually incurred
in the distribution and promotion of the Portfolio's shares.
This reimbursement shall be payable monthly. Distribution
expenses which may be reimbursed include, but are not limited to,
the printing of prospectuses and reports used for sales purposes,
advertisements, expenses of preparation of sales literature and
related expenses, and other distribution-related expenses, as
well as payments to broker/dealers and others participating by
agreement in the sale of Portfolio shares.
The Plan also provides that, in addition to the payments which
the Trust is authorized to make pursuant to the Plan, to the
extent that the Trust, Advisor, IFN, or other parties on behalf
of the Trust, Advisor or IFN make payments for the financing of
any activity primarily intended to result in the sale of shares
issued by the Portfolio within the context of Rule 12b-1 under
the 1940 Act, then such payments shall be deemed to have been
made pursuant to the Plan. Such costs and activities include,
but are not necessarily limited to, the incremental costs of the
printing and mailing or other dissemination of all prospectuses
(including statements of additional information), annual reports
and other periodic reports for distribution to persons who are
not shareholders of the Portfolio; the costs of preparation and
distributing any other supplemental sales literature; the costs
of radio, television, newspaper and other advertising;
telecommunications expenses, including the costs of telephones,
telephone lines and other communications equipment used in the
sale of Portfolio shares; all costs of the preparation and
mailing of confirmations of shares sold or redeemed, and reports
of share balances; all costs of responding to telephone or mail
inquiries of investors or prospective investors; a prorated
portion of IFN's overhead expenses attributable to the
distribution of the Portfolio's shares, including leases,
communications, salaries, training, supplies, photocopying, and
any other category of IFN's expenses attributable to the
distribution of the Portfolio's shares; and payments to dealers,
financial institutions, advisers, or other firms (other than
those otherwise authorized under the Plan), any one of whom may
receive monies in respect to the Portfolio's shares owned by
shareholders for whom such firm is the dealer of record or holder
of record in any capacity, or with whom such firm has a
servicing, agency, or distribution relationship. Servicing may
include (i) answering client inquiries regarding the Portfolio;
(ii) assisting clients in changing account designations and
addresses; (iii) performing subaccounting; (iv) establishing and
maintaining shareholder accounts and records; (v) processing
purchase and redemption transactions; (vi) providing periodic
statements showing a client's account balance and integrating
such statements with those of other transactions and balances in
the client's other accounts serviced by such firm; (vii)
arranging for bank wire transfers; and (viii) such other services
as the Portfolio may require, to the extent such firms are
permitted by applicable statute, rule, or regulation to render
such services.
Pursuant to the Plan, the Advisor and IFN are required to report
in writing to the Board of Trustees quarterly on the amounts and
purpose of any payments made under the Plan and related
agreements, as well as furnish the Board of Trustees with such
other information as may reasonably be requested in order to
enable the Board of Trustees to make an informed determination of
whether the Plan should continue in effect.
The Plan requires renewal at least annually by the Board of
Trustees, including a majority of the non-interested Trustees, by
votes cast in person at a meeting called for that purpose. The
Plan also requires that the selection and nomination of non-
interested Trustees be done by the non-interested Trustees. The
Plan may be terminated at any time without penalty by (i) vote of
a majority of the non-interested Trustees on not more than sixty
(60) days' written notice, (ii) vote of a majority of the
Trust's outstanding voting securities on not more than sixty (60)
days' written notice, (iii) IFN on not more than sixty (60) days'
written notice, (iv) any act which constitutes an assignment of
IFN's management agreement with the Advisor, or (v) any act which
constitutes an assignment of the underwriting agreement between
the Trust, on behalf of the Portfolio, and IFN.
Under the terms of the Plan, the Plan may not be amended to
increase materially the amount to be spent by the Trust for
distribution expenses without approval by the vote of a majority
of the Trust's outstanding shares. All such material amendments
to the Plan also must be approved by the non-interested Trustees,
cast in person at a meeting called for the purpose of voting on
any such amendment.
A copy of the proposed Plan is attached as Exhibit B.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE
PROPOSED RULE 12b-1 PLAN.
PROPOSAL NO. 3
RATIFY APPOINTMENT OF THE INDEPENDENT ACCOUNTANTS
At its meeting on October 31, 1997, upon recommendation of the
Audit Committee, the Board of Trustees, including a majority of
those trustees who are not "interested persons" (as defined in
the 1940 Act) of the Trust, selected the firm of Arthur F. Bell,
Jr. & Associates, L.L.C. ("Bell") as independent accountants of
the Trust for the fiscal year ending September 30, 1998.
Shareholders of the Trust will be asked at the Meeting to ratify
the Trustees' selection of Bell as independent accountants.
Services to be performed by the independent accountants include:
(i) the examination of the annual financial statements of the
Trust; (ii) all services necessary to render a formal opinion on
the Trust's financial statements; and (iii) provision of
assistance and consultation with respect to filings with the SEC.
Bell does not have any direct or indirect financial interest in
the Trust. Representatives of Bell are not expected to be
present at the Meeting, but will be available should any matter
arise requiring their participation.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS RATIFY THE
SELECTION OF INDEPENDENT ACCOUNTANTS.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
This Meeting of the shareholders of the Trust is a special
meeting, and will generally conduct only those matters set forth
in the Notice of the Meeting. The Board of Trustees knows of no
other business to be brought before the Meeting. However, if any
other matters properly come before the Meeting, it is the
intention of the Board that proxies that do not contain specific
instructions to the contrary will be voted on such matters in
accordance with the judgment of the persons designated therein as
proxies.
* * * * *
Other Information
IFN is the principal underwriter of the Trust's shares. The
principal business address of IFN is 1875 Ski Time Square Drive,
Suite One, Steamboat Springs, CO 80487. IMPACT Management
Services, Inc. ("IMSI") serves as Administrator to the Fund, and
A.J. Elko & Associates is Sub-Administrator. IMSI is located at
1875 Ski Time Square Drive, Suite One, Steamboat Springs, CO
80487. A.J. Elko & Associates is located at 616 West Fifth
Avenue, McKeesport, PA 15132.
Shareholder Reports
The most recent Annual Report for the Trust was mailed to
shareholders on or about December 3, 1997. An additional copy is
available at no cost to shareholders of the Trust upon request by
contacting the Trust at 1875 Ski Time Square Drive, Suite One,
Steamboat Springs, CO 80487, or by calling 1-888-467-2284.
Shareholder Proposals
Any shareholder who desires to submit a shareholder proposal may
do so by submitting such proposal in writing, addressed to the
Trust, at 1875 Ski Time Square Drive, Suite One, Steamboat
Springs, CO 80487. Ordinarily, the Trust does not hold annual
shareholders meetings.
BY ORDER OF THE BOARD OF TRUSTEES
Ronald A. Stiller
President and Trustee
December 15, 1997
EXHIBIT A
IMPACT MANAGEMENT INVESTMENT TRUST
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made by and between IMPACT MANAGEMENT INVESTMENT
TRUST, a Massachusetts business trust (hereinafter called the
"Trust"), on behalf of IMPACT MANAGEMENT GROWTH PORTFOLIO (the
"Portfolio"), and JORDAN AMERICAN HOLDINGS, INC. d/b/a EQUITY
ASSETS MANAGEMENT, a Florida corporation (hereinafter called the
"Investment Adviser").
W I T N E S S E T H:
WHEREAS, the Trust has been organized and operates as an
investment company registered under the Investment Company Act of
1940 (the "1940 Act") and engages in the business of investing
and reinvesting its assets in securities, and the Investment
Adviser is a registered Investment Adviser under the Investment
Advisers Act of 1940 (the "Advisers Act") and engages in the
business of providing investment management services; and
WHEREAS, the Trust has selected the Investment Adviser to serve
as the investment adviser for the Portfolio effective as of the
date of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and each of the parties hereto intending to be legally
bound, it is agreed as follows:
1. The Trust on behalf of the Portfolio hereby employs the
Investment Adviser to manage the investment and reinvestment
of the Portfolio's assets and to administer its affairs,
subject to the direction of the Board of Trustees and
officers of the Trust for the period and on the terms
hereinafter set forth. The Investment Adviser hereby
accepts such employment and agrees during such period to
render the services and assume the obligations herein set
forth for the compensation herein provided. The Investment
Adviser shall for all purposes herein, be deemed to be an
independent contractor, and shall, unless otherwise
expressly provided and authorized, have no authority to act
for or to represent the Trust or the Portfolio in any way,
or in any way be deemed an agent of the Trust or the
Portfolio. The Investment Adviser shall regularly make
decisions as to what securities to purchase and sell on
behalf of the Portfolio and shall record and implement such
decisions and shall furnish the Board of Trustees of the
Trust with such information and reports regarding the
Portfolio's investments as the Investment Adviser deems
appropriate or as the Trustees of the Trust may reasonably
request. Subject to compliance with the requirements of the
1940 Act, the Investment Adviser may retain as a sub-adviser
to the Portfolio, at the Investment Adviser's own expense,
any investment adviser registered under the Advisers Act.
2. The Portfolio shall conduct its own business and affairs and
shall bear the expenses and salaries necessary and
incidental thereto including, but not in limitation of the
foregoing, the costs incurred in: the maintenance of its
corporate existence; the maintenance of its own books,
records and procedures; dealing with its own shareholders;
the payment of dividends; transfer of stock, including
issuance, redemption and repurchase of shares; preparation
of share certificates; reports and notices to shareholders;
calling and holding of shareholders' meetings; miscellaneous
office expenses; brokerage commissions; custodian fees;
legal and accounting fees; and taxes. Partners and
employees of the Investment Adviser may be trustees,
directors, officers and employees of the funds of which the
Investment Adviser serves as investment adviser. Partners
and employees of the Investment Adviser who are trustees,
officers and/or employees of the Trust shall not receive any
compensation from the Trust for acting in such dual
capacity.
In the conduct of the respective businesses of the parties
hereto and in the performance of this Agreement, the Trust
and Investment Adviser may share facilities common to each,
with appropriate proration of expenses between them.
3. (a) The Investment Adviser shall place and execute
Portfolio orders for the purchase and sale of portfolio
securities with broker-dealers. Subject to the primary
objective of obtaining the best available prices and
execution, the Investment Adviser will place orders for
the purchase and sale of portfolio securities for the
Portfolio with such broker-dealers as it may select
from time to time, including brokers who provide
statistical, factual and financial information and
services to the Portfolio, to the Investment Adviser,
or to any other fund for which the Investment Adviser
provides investment advisory services and/or with
broker-dealers who sell shares of the Portfolio or who
sell shares of any other fund for which the Investment
Adviser provides investment advisory services. Broker-
dealers who sell shares of the funds of which the
Investment Adviser is investment adviser, shall only
receive orders for the purchase or sale of portfolio
securities to the extent that the placing of such
orders is in compliance with the Rules of the
Securities and Exchange Commission and the National
Association of Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a)
above and subject to such policies and procedures as
may be adopted by the Board of Trustees and officers of
the Trust, the Investment Adviser is authorized to pay
a member of an exchange, broker or dealer an amount of
commission for effecting a securities transaction in
excess of the amount of commission another member of an
exchange, broker or dealer would have charged for
effecting that transaction, in such instances where the
Investment Adviser has determined in good faith that
such amount of commission was reasonable in relation to
the value of the brokerage and research services
provided by such member, broker or dealer, viewed in
terms of either that particular transaction or the
Investment Adviser's overall responsibilities with
respect to the Portfolio and to other funds for which
the Investment Adviser exercises investment discretion.
4. As compensation for the services to be rendered to the
Portfolio by the Investment Adviser under the provisions of
this Agreement, the Trust on behalf of the Portfolio shall
pay to the Investment Adviser from the Portfolio's assets an
annual fee equal to 1.25% of the daily average net assets of
the Portfolio, payable on a monthly basis.
If this Agreement is terminated prior to the end of any
calendar month, the management fee shall be prorated for the
portion of any month in which this Agreement is in effect
according to the proportion which the number of calendar
days, during which the Agreement is in effect, bears to the
number of calendar days in the month, and shall be payable
within 10 days after the date of termination.
5. The services to be rendered by the Investment Adviser to the
Trust on behalf of the Portfolio under the provisions of
this Agreement are not to be deemed to be exclusive, and the
Investment Adviser shall be free to render similar or
different services to others so long as its ability to
render the services provided for in this Agreement shall not
be impaired thereby.
6. The Investment Adviser, its partners, employees, and agents
may engage in other businesses, may render investment
advisory services to other investment companies, or to any
other corporation, association, firm or individual, and may
render underwriting services to the Trust on behalf of the
Portfolio or to any other investment company, corporation,
association, firm or individual.
7. In the absence of willful misfeasance, bad faith, gross
negligence, or a reckless disregard of the performance of
duties of the Investment Adviser to the Portfolio, the
Investment Adviser shall not be subject to liabilities to
the Trust, the Portfolio or to any shareholder of the
Portfolio for any action or omission in the course of, or
connected with, rendering services hereunder or for any
losses that may be sustained in the purchase, holding or
sale of any security, or otherwise.
8. This Agreement shall be executed and become effective as of
the date written below if approved by the vote of a majority
of the outstanding voting securities of the Portfolio. It
shall continue in effect for a period of two years and may
be renewed thereafter only so long as such renewal and
continuance is specifically approved at least annually by
the Board of Trustees or by vote of a majority of the
outstanding voting securities of the Portfolio and only if
the terms and the renewal hereof have been approved by the
vote of a majority of the Trustees of the Trust who are not
parties hereto or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on
such approval. No material amendment to this Agreement
shall be effective unless the terms thereof have been
approved by the vote of a majority of the outstanding voting
securities of the Portfolio and by the vote of a majority of
Trustees of the Trust who are not parties to the Agreement
or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval.
Notwithstanding the foregoing, this Agreement may be
terminated by the Trust at any time, without the payment of
a penalty, on sixty days' written notice to the Investment
Adviser of the Trust's intention to do so, pursuant to
action by the Board of Trustees of the Trust or pursuant to
a vote of a majority of the outstanding voting securities of
the Fund. The Investment Adviser may terminate this
Agreement at any time, without the payment of penalty on
sixty days' written notice to the Trust of its intention to
do so. Upon termination of this Agreement, the obligations
of all the parties hereunder shall cease and terminate as of
the date of such termination, except for any obligation to
respond for a breach of this Agreement committed prior to
such termination, and except for the obligation of the Trust
to pay to the Investment Adviser the fee provided in
Paragraph 4 hereof, prorated to the date of termination.
This Agreement shall automatically terminate in the event of
its assignment. The Investment Adviser will notify the
Trust of any changes in the membership of the Investment
Adviser within a reasonable time after such change.
9. This Agreement shall extend to and bind the heirs,
executors, administrators and successors of the parties
hereto.
10. For the purposes of this Agreement, the terms "vote of a
majority of the outstanding voting securities"; "interested
persons"; and "assignment" shall have the meaning defined in
the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their duly authorized officers as of
the day of , 1998.
Attest: IMPACT MANAGEMENT INVESTMENT TRUST
_________________ By:________________________________
President
Attest: JORDAN AMERICAN HOLDINGS, INC.
d/b/a EQUITY ASSETS MANAGEMENT
_________________ By:_________________________________
President
EXHIBIT B
DISTRIBUTION PLAN OF IMPACT MANAGEMENT INVESTMENT TRUST
The following Distribution Plan (the "Plan") has been adopted
pursuant to Rule 12b-1 under the Investment Company Act of 1940
(the "Act") by IMPACT Management Investment Trust (the "Trust")
for the Fund's IMPACT Management Growth Portfolio series (the
"Portfolio"). The Plan has been approved by a majority of the
Trust's Board of Trustees, including a majority of the Trustees
who are not interested persons of the Trust and who have no
direct or indirect financial interest in the operation of the
Plan (the "non-interested Trustees"), cast in person at a meeting
called for the purpose of voting on such Plan.
In reviewing the Plan, the Board of Trustees considered the
proposed schedule and nature of payments and terms of the
advisory agreement between the Trust and Jordan American
Holdings, Inc. (the "Adviser"), and the Distribution Agreement
between the Trust and IMPACT Financial Network, Inc. (the
"Distributor"). The Board of Trustees concluded that the
proposed compensation of the Adviser under the advisory
agreement, and of the Distributor under the underwriting
agreement is fair and not excessive. Accordingly, the Board
determined that the Plan should provide for such payments and
that adoption of the Plan would be prudent and in the best
interests of the Trust and its shareholders. Such approval
included a determination that in the exercise of their reasonable
business judgment and in light of their fiduciary duties, there
is a reasonable likelihood that the Plan will benefit the Trust,
the Portfolio and its shareholders.
The Provisions of the Plan are:
1. The Trust shall reimburse the Distributor, or the Adviser or
others through the Distributor, for all expenses incurred by
such parties in the promotion and distribution of the
Portfolio's shares, including but not limited to, the
printing of prospectuses and reports used for sales
purposes, expenses of preparation of sales literature and
related expenses, advertisements, and other distribution-
related expenses, as well as any distribution or service
fees paid to securities dealers or others who have executed
an agreement with the Trust or the Distributor, which form
of agreement shall be approved by the Trustees, including
the non-interested Trustees.
2. In addition to the payments which the Trust is authorized to
make pursuant to this Plan, to the extent that the Trust,
Adviser, Distributor, or other parties on behalf of the
Trust, Adviser or Distributor make payments for the
financing of any activity primarily intended to result in
the sale of shares issued by the Portfolio within the
context of Rule 12b-1 under the Act, then such payments
shall be deemed to have been made pursuant to this Plan.
Such costs and activities include, but are not necessarily
limited to, the incremental costs of the printing and
mailing or other dissemination of all prospectuses
(including statements of additional information), annual
reports and other periodic reports for distribution to
persons who are not shareholders of the Portfolio; the costs
of preparation and distributing any other supplemental sales
literature; the costs of radio, television, newspaper and
other advertising; telecommunications expenses, including
the costs of telephones, telephone lines and other
communications equipment used in the sale of Portfolio
shares; all costs of the preparation and mailing of
confirmations of shares sold or redeemed, and reports of
share balances; all costs of responding to telephone or mail
inquiries of investors or prospective investors; a prorated
portion of Distributor's overhead expenses attributable to
the distribution of the Portfolio's shares, including
leases, communications, salaries, training, supplies,
photocopying, and any other category of Distributor's
expenses attributable to the distribution of the Portfolio's
shares; and payments to dealers, financial institutions,
advisers, or other firms (other than those otherwise
authorized under this Plan), any one of whom may receive
monies in respect to the Portfolio's shares owned by
shareholders for whom such firm is the dealer of record or
holder of record in any capacity, or with whom such firm has
a servicing, agency, or distribution relationship. Servicing
may include (i) answering client inquiries regarding the
Portfolio; (ii) assisting clients in changing account
designations and addresses; (iii) performing subaccounting;
(iv) establishing and maintaining shareholder accounts and
records; (v) processing purchase and redemption
transactions; (vi) providing periodic statements showing a
client's account balance and integrating such statements
with those of other transactions and balances in the
client's other accounts serviced by such firm; (vii)
arranging for bank wire transfers; and (viii) such other
services as the Portfolio may require, to the extent such
firms are permitted by applicable statute, rule, or
regulation to render such services.
3. The maximum aggregate amount which may be reimbursed by the
Trust to such parties pursuant to Paragraphs 1 and 2 herein
shall be 1.00% per annum of the average daily net assets of
the Portfolio's shares. Said reimbursement shall be made
monthly by the Trust to such parties.
4. The Adviser and the Distributor shall collect and monitor
the documentation of payments made under paragraphs 1 and 2
above, and shall furnish to the Board of Trustees of the
Trust, for their review, on a quarterly basis, a written
report of the monies reimbursed to them and others under the
Plan as to the Trust, and shall furnish the Board of
Trustees of the Trust with such other information as the
Board may reasonably request in connection with the payments
made under the Plan as to the Trust in order to enable the
Board to make an informed determination of whether the Plan
should be continued.
5. The Plan shall continue in effect for a period of more than
one year only so long as such continuance is specifically
approved at least annually by the Trust's Board of Trustees,
including the non-interested Trustees, cast in person at a
meeting called for the purpose of voting on the Plan.
6. The Plan, or any agreements entered into pursuant to the
Plan, may be terminated at any time, without penalty, by
vote of a majority of the outstanding voting securities of
the Trust, or by vote of a majority of the non-interested
Trustees, on not more than sixty (60) days' written notice,
and shall terminate automatically in the event of any act
that constitutes an assignment of the management agreement
between the Trust and the Adviser.
7. The Plan and any agreements entered into pursuant to the
Plan may not be amended to increase materially the amount to
be spent by the Trust for distribution pursuant to Paragraph
2 hereof without approval by a majority of the Trust's
outstanding voting securities.
8. All material amendments to the Plan, or any agreements
entered into pursuant to the Plan, shall be approved by the
non-interested Trustees cast in person at a meeting called
for the purpose of voting on any such amendment.
9. So long as the Plan is in effect, the selection and
nomination of the Trust's non-interested Trustees shall be
committed to the discretion of such non-interested Trustees.
10. This Plan shall take effect on the ___ day of ___________,
1998.
This Plan and the terms and provisions thereof are hereby
accepted and agreed to by the Trust, the Adviser and the
Distributor as evidenced by their execution hereof.
IMPACT MANAGEMENT INVESTMENT TRUST
By:
JORDAN AMERICAN HOLDINGS, INC.
By:
IMPACT FINANCIAL NETWORK, INC.
By:
BY SIGNING AND DATING THE BACK OF THIS CARD, YOU AUTHORIZE THE
PROXIES TO VOTE EACH PROPOSAL AS MARKED. IF NOT MARKED, THE
PROXIES WILL VOTE "FOR" EACH PROPOSAL, AND AS THEY SEE FIT ON ANY
OTHER MATTER AS MAY PROPERLY COME BEFORE THE MEETING. IF YOU DO
NOT INTEND TO PERSONALLY ATTEND THE MEETING, PLEASE COMPLETE AND
MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.
IMPACT MANAGEMENT INVESTMENT TRUST
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS - JANUARY 14, 1998
The undersigned hereby constitutes and appoints Allen Zeolla with
power of substitution, as proxy to appear and vote all of the
shares of beneficial interest standing in the name of the
undersigned on the record date at the special meeting of
shareholders of IMPACT Management Investment Trust to be held at
the Radisson Hotel, Monroeville, PA on the 14th day of January,
1998 at 3:00 p.m. local time, or at any postponement or adjournment
thereof; and the undersigned hereby instructs said proxy to vote as
indicated on this proxy card.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN
THE FOLLOWING ITEMS. IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED
TO APPROVE EACH PROPOSAL. PLEASE REFER TO THE PROXY STATEMENT
DISCUSSION OF THESE MATTERS. THIS PROXY IS SOLICITED ON BEHALF OF
THE FUND'S BOARD OF TRUSTEES.
1. To approve a new investment advisory agreement with
Jordan American Holdings, Inc.
/_/FOR /_/AGAINST /_/ABSTAIN
2. To approve a Distribution Plan pursuant to Rule 12b-1
under the 1940 Act.
/_/FOR /_/AGAINST /_/ABSTAIN
3. To ratify the selection of Arthur F. Bell, Jr. &
Associates, L.L.C. as independent public accountants of
the Trust for the fiscal year ending September 30, 1998.
/_/FOR /_/AGAINST /_/ABSTAIN
4. To transact such other business as may properly come
before the Meeting.
SIGNATURE SIGNATURE (JOINT OWNER) DATE
PLEASE DATE AND SIGN NAME OR NAMES TO AUTHORIZE THE VOTING OF YOUR
SHARES AS INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT
OWNERS, ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS AN
EXECUTOR, ADMINISTRATOR, TRUSTEE OR OTHER REPRESENTATIVE SHOULD
GIVE FULL TITLE AS SUCH.
