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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1997
1933 Act Registration No. 333-22095
1940 Act Registration No. 811-8065
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A EL
REGISTRATION STATEMENT UNDER THE [ ]
SECURITIES ACT OF 1933
Pre-Effective Amendment No. 2 [X]
Post-Effective Amendment No. [ ]
and/or
REGISTRATION STATEMENT UNDER THE [ ]
INVESTMENT COMPANY ACT OF 1940
Amendment No. 2 [X]
(Check appropriate box or boxes)
IMPACT MANAGEMENT INVESTMENT TRUST
(exact name of Registrant as Specified in Charter)
1875 Ski Time Square Drive, Suite One
Steamboat Springs, CO 80487
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code: (970) 879-1189
Charles R. Clark
Chairman
Impact Management Investment Trust
1875 Ski Time Square Drive, Suite One
Steamboat Springs, CO 80487
(Name and Address of Agent for Service)
Registrant is registering an indefinite number of its shares under the
Securities Act of 1933, as amended, pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended. Approximate date of proposed sale to the
public: immediately upon effectiveness.
It is proposed that this filing will become effective (check appropriate
box)
-- immediately upon filing pursuant to paragraph (b)
-- on (date) 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)
X on July 1, 1997 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
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.
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IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
CROSS-REFERENCE SHEET
BETWEEN ITEMS ENUMERATED IN PART A
OF FORM N-1A AND PROSPECTUS
ITEM NUMBER
OF FORM N-1A LOCATION IN PROSPECTUS
------------ ----------------------
1. Cover Page...........................Cover Page
2. Synopsis.............................Summary of Trust Expenses
3. Condensed Financial Information......Inapplicable
4. General Description of Registrant....Trust Information, The Trust
5. Management of the Fund...............Trust Information
5A. Management's Discussion of
Fund Performance.....................Inapplicable
6. Capital Stock and Other Securities...The Trust
7. Purchase of Securities Being
Offered..............................How to Purchase Shares
8. Redemption or Repurchase.............How the Redeem Shares
9. Legal Proceedings....................Inapplicable
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IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
CROSS-REFERENCE SHEET
BETWEEN ITEMS ENUMERATED IN PART B
OF FORM N-1A AND STATEMENT OF ADDITIONAL INFORMATION
ITEM NUMBER LOCATION IN STATEMENT OF
OF FORM N-1A ADDITIONAL INFORMATION
------------ ------------------------
10. Cover Page...........................Cover Page
11. Table of Contents....................Table of Contents
12. General Information and History......General Information About The Trust
13. Investment Objectives and Policies...Investment Objective and Policies;
Types of Investments
14. Management of the Fund...............Impact Management Investment Trust
Management
15. Control Persons and Principal
Holders of Securities................Impact Management Investment Trust
Management
16. Investment Advisory and Other
Services.............................Investment Advisor Services
17. Brokerage Allocation.................Brokerage Transactions
18. Capital Stock and Other Securities...The Trust (in the Prospectus)
19. Purchase, Redemption and Pricing of
Securities Being Offered.............Purchasing Shares; Determining Net
Asset Value; Redeeming Shares
20. Tax Status...........................Tax Status
21. Underwriters.........................Principal Distributor
22. Calculation of Performance Data......Total Return; Yield; Performance
Comparisons
23. Financial Statements.................Financial Statements
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===============================================================================
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
===============================================================================
Impact Management Investment Trust (the "Trust") is a no-load, open-end
management investment company that offers a convenient and economical means of
investing in professionally managed portfolios of securities. This Prospectus
offers shares (the "Shares") of Impact Management Growth Portfolio (the
"Portfolio") which represent interests in a diversified portfolio of the Trust.
The investment objective of the Portfolio is to provide capital appreciation
through investing primarily in equity securities of companies believed to have
prospects for above-average growth in earnings.
THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISK,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
This prospectus contains the information you should read and know before you
invest in Shares of the Portfolio. Please read this prospectus carefully and
keep this prospectus for future reference. The Trust has filed a Statement of
Additional Information dated July 1, 1997, with the Securities and Exchange
Commission. The information contained in the Statement of Additional Information
is incorporated by reference into this prospectus. You may request a copy of the
Statement of Additional Information, free of charge, or make inquiries about the
Trust by contacting Impact Management Services, Inc., the Trust's Administrator
by calling toll-free 1-888-467-2284.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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PROSPECTUS DATED JULY 1, 1997
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CONTENTS
SUMMARY OF FUND EXPENSES................................................1
GENERAL INFORMATION.....................................................2
INVESTMENT INFORMATION..................................................2
Investment Objective..............................................2
Investment Policies...............................................2
Portfolio Turnover................................................4
Temporary Defensive Positions.....................................4
Risk factors......................................................4
Investment Limitations............................................6
NET ASSET VALUE.........................................................6
HOW TO PURCHASE SHARES..................................................7
Investing in the Portfolio........................................7
Minimum Investment Required.......................................7
Shareholder Inquiries and Services................................8
Certificates and Confirmations....................................8
Dividends and Distributions.......................................8
HOW TO REDEEM SHARES....................................................8
Accounts With Low Balances........................................9
TRUST INFORMATION.......................................................9
Management of the Trust...........................................9
Distribution of Shares............................................10
Administration of the Trust.......................................11
Expenses of the Trust.............................................11
Brokerage Transactions............................................11
THE TRUST...............................................................11
General Information...............................................11
Voting Rights.....................................................12
Massachusetts Partnership Law.....................................12
TAX INFORMATION.........................................................12
Federal Income Tax................................................12
PERFORMANCE ADVERTISING.................................................14
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SUMMARY OF FUND EXPENSES
SHAREHOLDER TRANSACTION EXPENSE
Maximum Sales Load Imposed on Purchases*................................None
Maximum Sales Load Imposed on Reinvested Dividends......................None
Deferred Sales Charges..................................................None
Redemption Fees.........................................................None
Exchange Fee............................................................None
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees...................................................... 2.25%
12b-1 Fees........................................................... None
Other Expenses**..................................................... 0.47%
Administrative Fees+........................................ 0.22%
Total Fund Operating Expenses**...................................... 2.72%
*The minimum initial investment in Shares is $5,000. Brokers which have not
entered into a dealers agreement with the Portfolio's principal distributor may
impose a charge on the purchase of Shares, which charge, if imposed, is not
imposed by the Portfolio.
**estimated. Includes estimate for broker fees.
+ The Administration Fee is an annual fee of $165 per account. Because there is
no way to accurately predict the number of accounts which will exist, the
percentage of net assets is estimated based on an estimated average account
value of $75,000. The actual percentage of net asset value may be more or less
than the estimate shown.
The purpose of the tables is to help you understand all expenses and fees that
you would bear directly or indirectly as a Fund shareholder. However, because
neither the Trust nor the Portfolio have an operating history, only percentage
fees which are set by contract can be accurately predicted. Because of the
difficulty of predicting the size of the Portfolio, the number of shareholder
accounts, or the exact level of expenses, the fees and expenses shown above as
estimated are not necessarily reflective of the experience the Portfolio will
have during the first year of operations and are subject to potential
significant material deviation. The expenses and fees shown are estimated for
the fiscal year starting on the date the Portfolio commences business and
ending on September 30, 1997.
EXAMPLE
You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return, (2) redemption at the end of each time period and (3)
reinvestment of all dividends and capital distribution.
1 Year 3 Years
------ -------
$146.87 $452.34
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR PERFORMANCE. ACTUAL EXPENSES IN THE FUTURE MAY BE GREATER OR LESSER
THAN THOSE SHOWN. THE PORTFOLIO'S MINIMUM INVESTMENT IS $5,000.00. THIS
PORTFOLIO IS NOT A SUITABLE INVESTMENT FOR INDIVIDUALS INVESTING $1,000.00.
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===============================================================================
GENERAL INFORMATION
===============================================================================
The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated December 18, 1996. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests
in separate portfolios of securities. The Trust is an open-end investment
company. As of the date of this prospectus, the Trust currently has only one
portfolio known as Impact Management Growth Portfolio.
The Portfolio seeks appreciation of capital through investment in equity
securities of companies determined by the investment advisor to have prospects
for above-average growth in earnings. There is no assurance the Portfolio can
meet its investment objective.
For information on how to purchase Shares, please refer to "How to Purchase
Shares." The minimum initial investment for the Portfolio is $5,000.00.
Subsequent investments must be in amounts of at least $1,000.00. There is no
minimum investment or subsequent investment requirement for qualified
retirement plans (not including individual retirement accounts). Shares are
sold at net asset value without any sales load. Shares are redeemed at net
asset value. For a more complete description, see "How to Redeem Shares."
Additional information pertaining to the Trust may be obtained by writing the
Trust's Administrator, Impact Management Services, Inc., Arrott Building, Third
Floor, 401 Wood Street, Pittsburgh, PA 15219, or by calling toll-free
1-888-467-2284.
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INVESTMENT INFORMATION
===============================================================================
INVESTMENT OBJECTIVE
The investment objective of the Portfolio is to provide capital appreciation
principally through investing in equity securities of small and medium market
capitalization companies. Normally, the Portfolio will be as fully invested as
practicable in common stocks and securities convertible into common stocks of
those companies, but may also invest up to 5% of its assets in warrants and
rights to purchase common stocks. The investment objective cannot be changed
without approval of shareholders. While there is no assurance that the Portfolio
will achieve its investment objective, it endeavors to do so by following the
investment policies described in this prospectus.
INVESTMENT POLICIES
The Portfolio pursues its investment objective by investing primarily in small
and medium sized companies (market capitalization or annual revenues up to $5
billion) which, in the view of its Advisor, have prospects for above-average
growth in earnings and the potential for significant capital appreciation.
However, the Portfolio may invest in arger capitalization companies, from time
to time, when the Advisor deems it appropriate. Also, the average market
capitalization or annual revenue of the companies held in the Portfolio may,
however, fluctuate from time to time as a result of changes in overall market
values and the Advisor's taking advantage of specific investment opportunities.
In addition, the Portfolio may continue to hold securities of a company whose
market capitalization or annual revenue grows above $5 billion subsequent to
their purchase, if the company continues to satisfy the Advisor's investment
criteria.
The Advisor selects securities for purchase by the Portfolio on the basis of
traditional and proprietary research techniques, including assessment of
earnings growth prospects and of the risk and volatility of each company's
business. Among other things, the Advisor will seek to identify companies where
the restructuring of their basic businesses or reallocations of their assets
among their businesses present opportunities for significant share price
appreciation. At times, the Portfolio will invest in securities of companies
which are deemed by the Advisor to be candidates for acquisition by other
entities as indicated by changes in ownership, changes in standard
price-to-value ratios, or an examination of other standard analytical indices.
The Portfolio may invest in preferred stocks, corporate bonds, debentures, notes
and warrants which are convertible into common stock or if market conditions are
such that the Advisor believes that they present a temporary opportunity for
superior performance over common stocks (See "Risk Factors" below).
The Advisor's investment approach in managing the Portfolio is both quantitative
and fundamental, and is significantly focused on quality earnings growth. In
seeking to identify
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investment opportunities for the Portfolio, the Advisor begins by defining a
universe of rapidly growing companies with market capitalizations within the
parameters described for the Portfolio and with certain quality characteristics.
Using proprietary analysis methods and research models that analyze various
aspects of successful growth, such as positive earnings surprises, upward
earnings estimate revisions, and accelerating sales and earnings growth, the
Advisor identifies a pool of growing companies for further analysis. Then, using
fundamental research, the Advisor evaluates each company's current growth
trends. Through this process, the Advisor seeks to identify companies for
inclusion in the Portfolio that possess strong growth characteristics.
Normally, the Portfolio will purchase only securities traded in the United
States on registered exchanges or in the over-the-counter market.
However, the Portfolio may invest up to 15% of its net assets in illiquid
securities excluding any Rule 144A security that has been determined to be
liquid pursuant to procedures established by the Board.
The Advisor sells securities when it believes that significant appreciation of
that security is no longer probable, alternative investments offer superior
appreciation prospects, or the risk of a decline in market price is too great.
Because of this approach with respect to the sale of its investments, the
Portfolio may, from time to time, realize short-term gains or losses. The
Portfolio's investment approach will likely result in its being more volatile
(both up and down) than the stock market in general, as measured by the S&P 500
Index. Therefore, the Portfolio is only suitable for investors who are long-term
investors. The Portfolio is not suitable for short-term investors or those
looking for current income. Of course, there can be no assurance that the
Portfolio's investment approach will be successful, even over the long term.
Unless indicated otherwise, the investment policies of the Portfolio may be
changed by the Board of Trustees without the approval of shareholders.
Shareholders will be notified before any material changes in these policies
become effective.
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SECURITIES OF OTHER INVESTMENT COMPANIES. The Portfolio may invest up to 10% of
its assets in securities of other investment companies. Since all investment
companies incur certain operating expenses, such as management fees and
accounting fees, similar to the expenses of the Portfolio, any investment by the
Portfolio in shares of another investment company would involve such duplicate
expenses.
PORTFOLIO TURNOVER
Although the Portfolio does not intend to invest for the purpose of seeking
short-term profits, securities held by it will be sold whenever the Advisor
believes it is appropriate to do so in light of the Portfolio's investment
objectives, without regard to the length of time a particular security may have
been held.
The Portfolio does not attempt to set or meet any specific portfolio turnover
rate, since turnover is incidental to transactions undertaken in an attempt to
achieve the Portfolio's investment objective. A higher turnover rate (100% or
more) increases transaction costs (e.g., brokerage commissions) and increases
realized gains and losses. It is expected that under normal market conditions,
the annual turnover rate for the Portfolio will not exceed 100%.
TEMPORARY DEFENSIVE POSITIONS
For temporary defensive purposes, when the Advisor determines that market
conditions so warrant, the Portfolio may invest up to 100% of its assets in
cash, cash items, and money market instruments (consisting of securities issued
or guaranteed by the United States government, its agencies or
instrumentalities; certificates of deposit; time deposits; and bankers'
acceptances issued by banks or savings and loan associations having net assets
of at least $500 million as stated on their most recently published financial
statements; commercial paper rated in one of the two highest categories by at
least one Nationally Recognized Statistical Rating Organization ("NRSRO");
repurchase agreements involving such securities; and, to the extent permitted
by
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applicable law, shares of other investment companies investing solely in money
market securities). To the extent that the Portfolio is invested in temporary
defensive investments, it will not be pursuing its primary investment
objective.
RISK FACTORS
The Portfolio is being managed with a view to long-term capital appreciation
with a minimum ten-year investment horizon. It is not a suitable investment for
short-term investors or for those seeking current income. The Portfolio's net
asset value will fluctuate to reflect the investment performance of the
securities held by the Portfolio. The value a shareholder receives upon
redemption may be greater or lesser than the value of such shares when
purchased. The use of investment techniques such as investing in repurchase
agreements involves greater risk than does an investment in a fund that does not
engage in these activities.
SMALL AND MEDIUM CAPITALIZATION STOCKS. Investments in common stocks in general
are subject to market risks that may cause their prices to fluctuate over time.
Therefore, an investment in the Portfolio is most suitable for long-term
investors who can bear the risk of these fluctuations. The Portfolio invests
extensively in securities of issuers with small or medium market
capitalizations. This increased risk may be due to the greater business risks
of small size, limited markets and financial resources, narrow product lines
and frequent lack of management depth or a combination of those factors. The
securities of small and medium capitalization companies are often traded in the
over-the-counter market, and may be traded in volumes which are significantly
smaller than those typical of securities traded on a national securities
exchange. Thus, the securities of small and medium capitalization companies are
likely to be less liquid, and may be subject to more abrupt or erratic market
movements, than securities of larger, more established companies.
OVER-THE-COUNTER MARKET. The Portfolio may invest in over-the-counter stocks.
In contrast to the securities exchanges, the over-the-counter market is not a
centralized facility which limits trading activity to securities of companies
which initially satisfy certain defined standards. Generally, the volume of
trading in an unlisted or over-the-counter common stock is less than the volume
of trading in a listed stock. This means that the depth of market liquidity of
some stocks in which the Portfolio may invest may not be as great as that of
other securities, which means that selling large numbers of those shares may be
more difficult in a short period of time and purchases or sales of other than a
small amount of those shares may adversely affect the price thereof. If the
Portfolio was to dispose of such a stock, it might have to offer the shares at
a discount from recent prices, or sell the shares in small lots over an
extended period of time.
LACK OF EXPERIENCE OF THE ADVISOR. While the Portfolio's Advisor does have over
twenty years of experience managing money for its clients, it has limited
experience as an investment advisor to a registered investment company, having
served in such capacity for the Integrity Portfolios, Inc. in 1991 and 1992.
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INVESTMENT LIMITATIONS
The investment objectives of the Portfolio and the investment limitations set
forth herein and certain investment limitations contained in the Trust's
Combined Statement of Additional Information are fundamental policies of the
Portfolio. The Portfolio's fundamental policies can not be changed without the
consent of the holders of a majority of the Trust's outstanding shares.
The Portfolio may not:
o borrow money directly or through reverse repurchase agreements
(arrangements in which the Portfolio sells a portfolio security for a
percentage of its cash value with an agreement to buy it back on a set
date); or
o sell securities short.
Notwithstanding the foregoing, the Portfolio may borrow up to one-third of the
value of its assets if the Advisor believes that because of a large number of
redemption requests the Portfolio would be adversely affected by immediately
liquidating sufficient securities held by it to meet those redemption requests.
The management of the Portfolio believes that in the event of a disorderly
market, the consequences of a borrowing under the foregoing conditions will be
to permit an orderly sale of the necessary amount of securities which will
benefit the Portfolio.
The above investment limitations cannot be changed without shareholder
approval. The following limitations, however, may be changed by the Trustees
without shareholder approval. Shareholders will be notified before any change
in these limitations becomes effective.
The Portfolio may not:
o purchase securities of other investment companies, except in open market
transactions limited to not more than 10% of its total net assets, or
except as part of a merger, consolidation, or other acquisition;
o invest more than 15% of its total assets in securities of issuers that
have records of less than three years of continuous operations or in
equity securities of any issuer which are not readily marketable;
o invest more than 5% of its total net assets in securities of one issuer
(except cash and cash items, repurchase agreements, and U.S. government
obligations) or acquire more than 10% of any class of voting securities of
any one issuer; or
o invest more than 5% of its total net assets in warrants.
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===============================================================================
NET ASSET VALUE
===============================================================================
The Portfolio's net asset value per Share fluctuates. The net asset value for
Shares of the Portfolio is determined by adding the market value of all
securities and other assets of the Portfolio, subtracting the liabilities of
Portfolio, and dividing the remainder by the total number of Shares
outstanding. The net asset value of Shares of the Portfolio is determined as
of the close of trading (normally 4:00 p.m., Eastern time) on the New York
Stock Exchange, Monday through Friday, except on: (i) days on which there are
not sufficient changes in the value of the Portfolio's portfolio securities
that its net asset value might be materially affected; (ii) days during which
no Shares are tendered for redemption and no orders to purchase Shares are
received; or (iii) the following holidays: New Year's Day, President's Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day.
================================================================================
HOW TO PURCHASE SHARES
================================================================================
INVESTING IN THE PORTFOLIO
Shares of the Portfolio are sold on days on which the New York Stock Exchange
is open. To purchase shares of the Portfolio, call Impact Management Services,
Inc. (the Portfolio's Administrator) toll-free at 1-888-467-2284. Information
needed to establish an account will be taken over the telephone.
The Trust reserves the right to reject any purchase request. Shares may also be
purchased through a financial institution (such as a bank or broker/dealer)
which has a sales agreement with Management Securities, Inc., or through
Management Securities Inc., directly.
No sales load is imposed upon a purchase of shares made directly through the
Portfolio's principal distributor, Management Securities, Inc. nor through any
dealer which has entered into a dealers agreement with Management Securities,
Inc. Likewise, no load will be imposed upon Shares purchased through bank trust
departments, investment advisors registered under the Investment Advisors Act of
1940, as amended, or retirement plans where the third party administrator has
entered into certain arrangements with Management Securities, Inc. However,
investors who purchase Shares through a trust department, investment advisor, or
retirement plan may be charged a service fee by that institution, which fee, if
charged, is not imposed by the Portfolio.
The purchase price of shares of the Portfolio is the net asset value per share
determined at the end of the day on which a purchase order is effective, i.e.,
the purchase payment is converted into federal funds. For payments by check,
the conversion will normally occur on the next business day after the check is
received by the Portfolio's custodian, Fifth Third Bank, Cincinnati, Ohio.
Purchases will be made in full and fractional shares of the Portfolio
calculated to three decimal places. The Portfolio will not issue certificates
representing shares of the Portfolio.
PURCHASING BY MAIL. To purchase shares by mail, send a check (in the amount of
at least $5,000 for an initial investment or $1,000 for a subsequent
investment) made payable to IMPACT MANAGEMENT GROWTH PORTFOLIO to: IMPACT
MANAGEMENT GROWTH PORTFOLIO c/o Fifth Third Bank, P.O. Box 632164, Cincinnati,
OH 45263-2164.
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MINIMUM INVESTMENT REQUIRED
The minimum initial investment in shares is $5,000, plus any non-affiliated
broker's fee, if applicable. An institutional investor's minimum investment
will be calculated by combining all of the accounts it maintains with the
Portfolio. Accounts established through a non-affiliated bank or broker may,
therefore, be subject to a smaller minimum investment. Accounts established
through a qualified retirement plan (not including Individual Retirement
Accounts "IRAs") are not subject to the minimum investment requirement.
Additional investments can be made in amounts of at least $1000.00. No minimum
applies to subsequent purchases effected through reinvestment of dividends and
capital gains or for subsequent purchases through qualified retirement plans
(not including IRAs).
SHAREHOLDER INQUIRIES AND SERVICES
The Trust reserves the right to change the shareholder services described below
or to change the terms or conditions relating to such services upon 60 days'
notice to shareholders.
CERTIFICATES AND CONFIRMATIONS
As transfer agent for the Trust, Impact Management Services, Inc. maintains a
share account for each shareholder. Share certificates will not be issued.
Quarterly account statements will be sent to each shareholder. In addition,
detailed confirmations of each purchase or redemption are sent to each
shareholder. Semi-annual confirmations are sent to each shareholder to report
dividends paid during that period.
DIVIDENDS AND DISTRIBUTIONS
Substantially all of the net investment income (exclusive of capital gains) of
the Portfolio is distributed by the Trust at least annually.
Shareholders automatically receive all dividends and capital gain distributions
in additional shares at the net asset value determined on the next Business Day
after the record date, unless the shareholder has elected to take such payment
in cash. Shareholders may receive payments for cash distributions in the form
of a check.
Dividends and distributions of the Portfolio are paid on a per share basis. The
value of each share will be reduced by the amount of the payment. If shares are
purchased shortly before the record date for a dividend or distribution of
capital gains, a shareholder will pay the full price for the shares and receive
some portion of the price back as a taxable dividend or distribution.
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===============================================================================
HOW TO REDEEM SHARES
===============================================================================
The Portfolio redeems shares at their net asset value as determined at the
close of the day on which the Portfolio receives the redemption request.
Redemption requests must be received in proper form and can be made by written
request.
WRITTEN REQUESTS. Shares may be redeemed by sending a written request to the
Transfer Agent. Call the Portfolio's Administrator, toll-free, at 1-888-467-2284
for specific instructions before redeeming by letter. The shareholder will be
asked to provide in the request his or her name, the Portfolio name, his or her
account number, and the share or dollar amount requested.
SIGNATURES. Shareholders requesting a redemption of $50,000 or more, a
redemption of any amount to be sent to an address other than that on record with
the Portfolio's Transfer Agent, or a redemption payable other than to the
shareholder of record must have signatures on written redemption requests
guaranteed by:
o a trust company or commercial bank whose deposits are insured by the
Bank Insurance Fund ("BIF"), which is administered by the Federal
Deposit Insurance Corporation ("FDIC");
o a member of the New York, American, Boston, Midwest, or Pacific Stock
Exchange;
o a savings bank or savings and loan association whose deposits are
insured by the Savings Association Insurance Fund ("SAIF"), which is
administered by the FDIC; or
o any other "eligible guarantor institution," as defined in the
Securities Exchange Act of 1934.
The Portfolio does not accept signatures guaranteed by a notary public.
The Portfolio and its transfer agent have adopted standards for accepting
signature guarantees from the above institutions. The Portfolio may elect in
the future to limit eligible signature guarantors to institutions that are
members of a signature guarantee program. The Portfolio and its transfer agent
reserve the right to amend these standards at any time without notice.
RECEIVING PAYMENT. Normally, a check for the redemption proceeds is mailed
within one business day, but in no event more than seven calendar days after
the receipt of a proper written redemption request.
ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances, the Trust may
redeem shares in any account and pay the proceeds to the shareholder if the
balance falls below the required
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minimum of $5,000 due to shareholder redemptions. This procedure would not
apply, however, if the balance falls below $5,000 solely because of a decline
in the Portfolio's net asset value.
===============================================================================
TRUST INFORMATION
===============================================================================
MANAGEMENT OF THE TRUST
BOARD OF TRUSTEES.
The Trust is managed by a Board of Trustees. The Trustees are responsible for
managing the Trust's business affairs and for exercising all the Trust's powers
except those reserved for the shareholders.
INVESTMENT ADVISOR
Jordan American Holdings, Inc., d/b/a Equity Assets Management (the "Advisor")
is the Portfolio's investment advisor. The Advisor continually conducts
investment research and supervision for the Trust and is responsible for the
purchase or sale of portfolio instruments, for which it receives an annual fee
from the Trust.
ADVISORY FEES. The Advisor receives an annual investment advisory fee equal to
2.25% of the Portfolio's average daily net assets. Under the investment
advisory contract, which provides for the voluntary waiver of the advisory fee
by the Advisor, the Advisor may voluntarily waive some or all of its fee. The
advisory fee is calculated and paid to the Advisor on a monthly basis.
ADVISOR'S BACKGROUND. The Advisor is a professional investment manager and a
registered investment advisor, which was founded in 1972 under the name Equity
Assets Management, Inc. Jordan American Holdings, Inc. d/b/a Equity Assets
Management, is a publicly held company which trades on NASDAQ under the symbol
"JAHI". The Advisor's principle place of business is located at 1875 Ski Time
Square Drive, Suite One, Steamboat Springs, Colorado 80487. In addition to
advising the Portfolio, 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 $95 million in assets.
The Advisor serves as the investment advisor to the Portfolio under an
Investment Advisory Agreement with the Trust (the "Advisory Agreement"). The
Advisor makes investment decisions with respect to the assets of the Portfolio
and continuously reviews, supervises and administers the investment program of
the Portfolio, subject to the supervision of, and policies established by, the
Board of Trustees of the Trust.
W. NEAL JORDAN, Senior Portfolio Manager of Jordan American Holdings, Inc., is
the company's founder and has been Senior Portfolio Manager since the company's
inception in 1972.
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<PAGE> 16
CHARLES R. CLARK, Senior Assistant Portfolio Manager of Jordan American
Holdings, Inc. since 1993, has been with the company since 1991. From October
1991 through the end of 1993, he was a Technical Research Analyst for Jordan
American Holdings, Inc.
DISTRIBUTION OF SHARES
Management Securities, Inc. is the principal distributor for Shares of the
Trust. Management Securities, Inc. is located at 1875 Ski Time Square Drive,
Suite One, Steamboat Springs, CO 80487. It is a Florida corporation organized on
March 7, 1986, and is a subsidiary of Jordan American Holdings, Inc., the
Trust's Advisor. The Distributor's fees will be paid by the Administrator from
its administrative services fee.
ADMINISTRATION OF THE TRUST
ADMINISTRATIVE SERVICES. Impact Management Services, Inc., Pittsburgh,
Pennsylvania, provides administrative personnel and services (including
financial reporting services) necessary to operate the Trust. Impact Management
Services, Inc. provides these services, as well as transfer agent and dividend
disbursing agent services for a fee in an amount of $165.00 per account, per
year.
CUSTODIAN. The custodian for the securities and cash of the Trust is Fifth
Third Bank, 38 Fountain Square Plaza, Cincinnati, OH 45263. The Custodian's fee
is paid by Impact Management Services, Inc. from its administrative services
fee.
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT. Impact Management Services, Inc.,
is transfer agent and dividend disbursing agent for the Shares of the Trust.
Impact Management Services, Inc. provides these services for an annual fee
which is included in the fee paid to Impact Management Services, Inc. for its
administrative services.
INDEPENDENT AUDITORS. The independent auditors for the Trust are Arthur F.
Bell, Jr. & Associates, L.L.C., Heaver Plaza, Suite 200, 1301 York Road,
Lutherville, MD 21093.
EXPENSES OF THE TRUST
The Portfolio pays its own expenses relating to its operation, including fees
for its service providers (the advisory fee and the administration fee), ,
brokerage fees, interest charges, and taxes. Fees for custodial, transfer
agent, dividend disbursing agent, administration and accounting services, audit
and legal expenses, expense of preparing prospectuses, proxy solicitation
material and reports to shareholders, cost of pricing and insurance expenses
and registering the shares under federal and state securities laws will be paid
by Impact Management Services, Inc. from its administrative services fee.
BROKERAGE TRANSACTIONS
When selecting brokers to handle the purchase and sale of portfolio
instruments, the Advisor looks for prompt execution of the order at a favorable
price. The Advisor may give consideration to those firms which have sold or are
selling Shares of the Trust. The Advisor makes decisions on portfolio
transactions and selects brokers. It is anticipated that the majority
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<PAGE> 17
of brokerage transactions will be effected through Management Securities, Inc.,
the Trust's Distributor and a wholly-owned subsidiary of the Advisor.
===============================================================================
THE TRUST
===============================================================================
GENERAL INFORMATION
The Trust is a Massachusetts business trust. The Shares offered by this
prospectus are shares of the Impact Management Growth Portfolio. The Trust
intends to offer other portfolios from time to time. All consideration received
by the Trust for shares of any portfolio and all assets of each portfolio
belong only to that portfolio and would be subject to only the liabilities
related thereto.
VOTING RIGHTS
Each share of the Portfolio gives the shareholder one vote in Trustee elections
and all other matters submitted to shareholders for a vote. All shares in the
Trust have equal voting rights. If and when the Trust creates other portfolios,
shares in any such portfolios will also be able to vote in elections of
Trustees and in certain Trust matters. Only holders of shares of a portfolio
will be able to vote on matters relating solely to that portfolio.
As a Massachusetts business trust, the Trust is not required to hold annual
shareholder meetings. Shareholder approval will be sought only for certain
changes in the Trust's operation and for the election of Trustees under certain
circumstances.
Trustees may be removed by the Board of Trustees or by shareholders at a
special meeting. A special meeting of shareholders may be called by the Board
of Trustees at any time and will be called by the Trustees upon the written
request of shareholders owning at least 10% of the Trust's outstanding shares
of all series entitled to vote.
MASSACHUSETTS PARTNERSHIP LAW
Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for obligations of the Trust. To protect its
shareholders, the Trust has filed legal documents with Massachusetts that
expressly disclaim the liability of its shareholders for acts or obligations of
the Trust. These documents require notice of this disclaimer to be given in
each agreement, obligation, or instrument the Trust or its Trustees enter into
or sign.
In the unlikely event a shareholder is held personally liable for the Trust's
obligations, the Trust is required by its Declaration of Trust to use its
property to protect or compensate the shareholder. On request, the Trust will
defend any claim made and pay any judgment against a shareholder for any act or
obligation of the Trust. Therefore, financial loss resulting from liability as
a shareholder will occur only if the Trust itself cannot meet its obligations
to indemnify shareholders and pay judgments against them.
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<PAGE> 18
===============================================================================
TAX INFORMATION
===============================================================================
FEDERAL INCOME TAX
The following summary of federal income tax consequences is based on current
tax laws and regulations, which may be changed by legislative, judicial or
administrative action. No attempt has been made to present a detailed
explanation of the federal, state or local income tax treatment of the Trust or
its shareholders. Accordingly, you are urged to consult your tax Advisors
regarding specific questions as to federal, state and local income taxes. See
also the Statement of Additional Information.
TAX STATUS OF THE TRUST. Each Portfolio (to the extent there is more than one)
will be treated as a separate entity for federal income tax purposes and is not
combined with the Trust's other portfolios. The Trust intends to qualify or to
continue to qualify for the special tax treatment afforded regulated investment
companies as defined under Subchapter M of the Internal Revenue Code of 1986,
as amended. Provided that the Trust qualifies for this special tax treatment, it
will be relieved of federal income tax on that part of its net investment
income and net capital gain (the excess of net long-term capital gain over net
short-term capital loss) which it distributes to shareholders.
TAX STATUS OF DISTRIBUTIONS. The Trust will distribute all of its net
investment income (including, for this purpose, net short-term capital gain) to
shareholders. Dividends from net investment income will be taxable to
shareholders as ordinary income whether received in cash or in additional
shares. Distributions from net investment income will qualify for the
dividends-received deduction for corporate shareholders only to the extent such
distributions are derived from dividends paid by domestic corporations. It can
be expected that only certain dividends of the Portfolio will qualify for that
deduction. Any net capital gains will be distributed annually and will be taxed
to shareholders as long-term capital gains, subject to certain limitations
regardless of how long the shareholder has held shares and regardless of
whether the distributions are received in cash or in additional shares. The
Trust will make annual reports to shareholders of the federal income tax status
of all distributions, including the amount of dividends eligible for the
dividends-received deduction.
Certain securities purchased by the Portfolio may be sold with original issue
discount and thus would not make periodic cash interest payments. If the
Portfolio acquired such securities, it would be required to include as part of
its current net investment income the accrued discount on such obligations for
purposes of the distribution requirement even though the Portfolio has not
received any interest payments on such obligations during that period. Because
the Portfolio distributes all of its net investment income to its shareholders,
the Portfolio may have to sell portfolio securities to distribute such accrued
income, which may occur at a time when the Advisor would not have chosen to
sell such securities and which may result in taxable gain or loss.
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<PAGE> 19
Income received on direct U.S. obligations is exempt from income tax at the
state level when received directly by the Portfolio and may be exempt,
depending on the state, when received by a shareholder as income dividends from
the Portfolio provided certain state-specific conditions are satisfied. Not all
states permit such income dividends to be as exempt and some require that a
certain minimum percentage of an investment company's income be derived from
state tax-exempt interest. The Portfolio will inform shareholders annually of
the percentage of income and distributions derived from direct U.S.
obligations. You should consult your tax Advisor to determine whether any
portion of the income dividends received from the Portfolio is considered tax
exempt in your particular state.
TAX TREATMENT OF TRANSACTIONS. Each sale or redemption of the Portfolio's
shares is a taxable event to the shareholder. Shareholders are urged to consult
their own tax Advisors regarding the status of their accounts under state and
local tax laws.
===============================================================================
PERFORMANCE ADVERTISING
===============================================================================
From time to time, the Portfolio advertises its total return and yield. These
figures will be based on historical earnings and are not intended to indicate
future performance. No representations can be made regarding actual future
returns or yields.
Total return represents the change, over a specific period of time, in the
value of an investment in the Portfolio after reinvesting all income and
capital gains distributions. It is calculated by dividing that change by the
initial investment and is expressed as a percentage.
The yield of the Portfolio is calculated by dividing the net investment income
per share (as defined by the Securities and Exchange Commission) earned by each
class of Shares over a thirty-day period by the maximum offering price per
share of each class on the last day of the period. This number is then
annualized using semi-annual compounding. The yield does not necessarily
reflect income actually earned by the Portfolio and, therefore, may not
correlate to the dividends or other distributions paid to shareholders.
From time to time, advertisements for the Portfolio may refer to ratings,
rankings, and other information in certain financial publications and/or
compare the performance of the Portfolio to certain indices.
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<PAGE> 20
===============================================================================
IMPACT MANAGEMENT
INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
IMPACT MANAGEMENT
INVESTMENT TRUST
1875 Ski Time Square Drive, Suite One
Steamboat Springs, CO 80487
INVESTMENT ADVISOR
Jordan American Holdings, Inc.
d/b/a Equity Assets Management
1875 Ski Time Square Drive, Suite One
Steamboat Springs, CO 80487
DISTRIBUTOR
Management Securities, Inc.
1875 Ski Time Square Drive, Suite One
Steamboat Springs, CO 80487
TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT
Impact Management Services Inc.
Arrott Building, Third Floor
401 Wood Street
Pittsburgh, PA 15222
ADMINISTRATOR
Impact Management Services Inc.
Arrott Building, Third Floor
401 Wood Street
Pittsburgh, PA 15222
CUSTODIAN
The Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, OH 45263
INDEPENDENT AUDITORS
Arthur F. Bell, Jr. & Associates, L.L.C.
Heaver Plaza, Suite 200
1301 York Road
Lutherville, MD 21093
LEGAL COUNSEL
Plummer, Beaman & DeWalt, L.L.P.
38th Floor, Gulf Tower
Pittsburgh, PA 15219
===============================================================================
PROSPECTUS
JULY 1, 1997
===============================================================================
IMPACT MANAGEMENT
INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
1-888-467-2284
(Toll-Free)
IMGT (6/97)
0001030805
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<PAGE> 21
===============================================================================
IMPACT o MANAGEMENT o INVESTMENT o TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
STATEMENT OF ADDITIONAL INFORMATION
===============================================================================
Impact Management Growth Portfolio (the "Portfolio") is a diversified portfolio
of Impact Management Investment Trust (the "Trust"). The Trust is an open-end
management investment company that offers a convenient and economical means of
investing in professionally managed portfolios of securities. This Statement of
Additional Information should be read with the prospectus for Impact Management
Growth Portfolio dated July 1, 1997. This Statement is not a prospectus itself.
To receive a copy of the prospectus, write or call the Portfolio's
Administrator, Impact Management Services, Inc., toll-free, at 1-888-467-2284.
Statement dated July 1, 1997
TABLE OF CONTENTS
GENERAL INFORMATION ABOUT THE TRUST......................1
INVESTMENT OBJECTIVE AND POLICIES .......................1
Types of Investments.....................................1
Temporary Investments .................................1
When-Issued and Delayed Delivery Transactions..........2
Lending of Portfolio Securities........................2
Repurchase Agreements..................................2
Reverse Repurchase Agreements..........................2
Portfolio Turnover ....................................3
Investment Limitations.................................3
IMPACT MANAGEMENT INVESTMENT TRUST MANAGEMENT............5
Trust Ownership..........................................6
Trustees' and Officers' Compensation...................6
Trustee Liability......................................6
INVESTMENT ADVISORY SERVICES.............................6
Advisor to the Trust.....................................6
Advisory Fees..........................................6
ADMINISTRATIVE SERVICES..................................6
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT.............6
BROKERAGE TRANSACTIONS ..................................6
PURCHASING SHARES........................................7
Conversion to Federal Funds..............................7
DETERMINING NET ASSET VALUE..............................7
Determining Market Value of Securities...................7
REDEEMING SHARES.........................................7
Redemption in Kind.......................................7
TAX STATUS...............................................8
The Trust's Tax Status...................................8
Shareholders' Tax Status...............................8
TOTAL RETURN ............................................8
YIELD....................................................8
PERFORMANCE COMPARISONS..................................8
FINANCIAL STATEMENTS.....................................9
<PAGE> 22
GENERAL INFORMATION ABOUT THE TRUST
- -------------------------------------------------------------------------------
Impact Management Growth Portfolio is a portfolio of Impact Management
Investment Trust (the "Trust"). The Trust was established as a Massachusetts
business trust under a Declaration of Trust dated December 18,1996. The Trust
is an open-end investment company. As of the date of this Statement of
Additional Information, the Trust consists of only one portfolio, the Impact
Management Growth Portfolio, and offers only one class of shares.
INVESTMENT OBJECTIVE AND POLICIES
- -------------------------------------------------------------------------------
The investment objective of the Portfolio is to provide capital appreciation
principally through investing in equity securities of small and medium market
capitalization companies. Normally, the Portfolio will be as fully invested as
practicable in common stocks and securities convertible into common stocks of
those companies, but may also invest up to 5% of its assets in warrants and
right to purchase common stocks. The investment objective cannot be changed
without approval of shareholders. While there is no assurance that the Portfolio
will achieve its investment objective, it endeavors to do so by following the
investment policies described below and in the Prospectus. Unless indicated
otherwise, the investment policies of the Portfolio may be changed by the Board
of Trustees without the approval of shareholders. Shareholders will be notified
before any material changes in these policies become effective.
TYPES OF INVESTMENTS
- -------------------------------------------------------------------------------
The Portfolio invests primarily in equity securities of small and medium sized
companies (market capitalization or annual revenue up to $5 billion) which, in
the view of the Advisor, have prospects for above-average growth in earnings and
potential for significant capital appreciation. These securities are selected by
the Advisor on the basis of traditional and proprietary research techniques,
including assessment of earnings prospects and of the risk and volatility of
each company's business. However, the Portfolio may invest in larger
capitalization companies from time to time when the Advisor deems it
appropriate.
RESTRICTED SECURITIES
The Portfolio expects that any restricted securities would be acquired
either from institutional investors who originally acquired the
securities in private placements or directly from the issuers of the
securities in private placements. Restricted securities and other
securities that are not readily marketable may sell at a discount from
the price they would bring if freely marketable.
TEMPORARY INVESTMENTS
The Portfolio may also invest in the following temporary investments
from time to time for defensive purposes.
MONEY MARKET INSTRUMENTS
The Portfolio may invest in the following money market instruments:
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<PAGE> 23
o instruments of domestic and foreign banks and savings and loans if
they have capital, surplus, and undivided profits of over
$100,000,000, or if the principal amount of the instrument is
insured in full by the Bank Insurance Fund, which is administered
by the Federal Deposit Insurance Corporation ("FDIC"), or the
Savings Association Insurance Fund, which is administered by the
FDIC; and
o prime commercial paper (rated A-1 by Standard and Poor's
Ratings Group, Prime-1 by Moody's Investors Service, Inc., or F-1
by Fitch Investors Service, Inc.).
U.S. Government Obligations
The types of U.S. government obligations in which the Portfolio may
invest generally include direct obligations of the U.S. Treasury (such
as U.S. Treasury bills, notes, and bonds) and obligations issued or
guaranteed by U.S. government agencies or instrumentalities. These
securities are backed by:
o the full faith and credit of the U.S. Treasury;
o the issuer's right to borrow from the U.S. Treasury;
o the discretionary authority of the U.S. government to purchase
certain obligations of agencies or instrumentalities; or
o the credit of the agency or instrumentality issuing the
obligations.
Examples of agencies and instrumentalities which may not always
receive financial support from the U.S. government are:
o Federal Farm Credit Banks;
o Federal Home Loan Banks;
o Federal National Mortgage Association;
o Student Loan Marketing Association; and
o Federal Home Loan Mortgage Corporation.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an
advantageous price or yield for the Portfolio. No fees or other
expenses, other than normal transaction costs, are incurred. However,
liquid assets of the Portfolio sufficient to make payment for the
securities to be purchased are segregated on the Portfolio's records at
the trade date. These assets are marked to market daily and are
maintained until the transaction has been settled. The Portfolio does
not intend to engage in when-issued and delayed delivery transactions
to an extent that would cause the segregation of more than 20% of the
total value of its assets.
LENDING OF PORTFOLIO SECURITIES
The collateral received when the Portfolio lends portfolio securities
must be valued daily and, should the market value of the loaned
securities increase, the borrower must furnish additional collateral to
the Portfolio. During the time portfolio securities are on loan, the
borrower pays the Portfolio any dividends or interest paid on such
securities. Loans are subject to termination at the option of the
Portfolio or the borrower. The Portfolio may pay reasonable
administrative and custodial fees in connection with a loan and may pay
a negotiated portion of the interest earned on the cash or equivalent
collateral to the borrower or placing broker. The Portfolio does not
have the right to vote securities on loan, but would terminate the loan
and regain the right to vote if that were considered important with
respect to the investment of the Portfolio in the securities on loan.
It is anticipated that the Portfolio will not engage in the lending of
its portfolio securities.
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<PAGE> 24
REPURCHASE AGREEMENTS
The Portfolio or its custodian will take possession of the securities
subject to repurchase agreements, and these securities will be marked
to market daily. In the event that a seller has defaulted by filing
for bankruptcy or has become insolvent, disposition of such securities
by the Portfolio might be delayed pending court action. The Portfolio
believes that under the regular procedures normally in effect for
custody of the Portfolio's portfolio securities subject to repurchase
agreements, a court of competent jurisdiction would rule in favor of
the Portfolio and allow retention or disposition of such securities.
The Portfolio will only enter into repurchase agreements with banks
and other recognized financial institutions, such as broker/dealers,
which are found by the Portfolio's investment advisor to be
creditworthy pursuant to guidelines established by the Board of
Trustees (the "Trustees").
REVERSE REPURCHASE AGREEMENTS
The Portfolio may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase
agreement, the Portfolio transfers possession of a portfolio
instrument to another person, such as a financial institution, broker,
or dealer, in return for a percentage of the instrument's market value
in cash, and agrees that on a stipulated date in the future, the
Portfolio will repurchase the portfolio instrument by remitting the
original consideration plus interest at an agreed upon rate. The use
of reverse repurchase agreements may enable the Portfolio to avoid
selling portfolio securities at a time when a sale may be deemed to be
disadvantageous, but the ability to enter into reverse repurchase
agreements does not ensure that the Portfolio will be able to avoid
selling portfolio securities at a disadvantageous time.
When effecting reverse repurchase agreements, liquid assets of the
Portfolio, in a dollar amount sufficient to make payment for the
obligations to be purchased, are segregated at the trade date. These
securities are marked to market daily and are maintained until the
transaction is settled.
PORTFOLIO TURNOVER
Although the Portfolio does not intend to invest for the purpose of
seeking short-term profits, securities in its portfolio will be sold
whenever the investment advisor believes it is appropriate to do so in
light of the Portfolio's investment objective, without regard to the
length of time a particular security may have been held. The Portfolio
will not attempt to set or meet a portfolio turnover rate since any
turnover would be incidental to transactions undertaken in an attempt
to achieve the Portfolio's investment objective.
INVESTMENT LIMITATIONS
CONCENTRATION OF INVESTMENTS
The Portfolio will not purchase securities if, as a result of such
purchase, 25% or more of the value of its total assets would be
invested in any one industry. However, the Portfolio may at times
invest 25% or more of the value of its total net assets in cash or
cash items (not including certificates of deposit), securities issued
or guaranteed by the U.S. government, its agencies or
instrumentalities, or repurchase agreements secured by such
instruments.
INVESTING IN REAL ESTATE
The Portfolio will not purchase or sell real estate, although it may
invest in the securities of companies whose business involves the
purchase or sale of real estate, or in securities which are secured by
real estate or interests in real estate.
BUYING ON MARGIN
The Portfolio will not purchase any securities on margin but may
obtain such short-term credits as may be necessary for the clearance
of transactions and may make margin payments in connection with buying
financial futures.
SELLING SHORT
The Portfolio will not sell securities short.
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<PAGE> 25
ISSUING SENIOR SECURITIES AND BORROWING MONEY
The Portfolio will not issue senior securities, except as permitted by
its investment objective and policies, and except that the Portfolio
may borrow money and engage in reverse repurchase agreements only in
amounts up to one-third of the value of its net assets, including the
amounts borrowed. Any such borrowings shall be from banks. The
Portfolio will not borrow money or engage in reverse repurchase
agreements for investment leverage, but rather as a temporary,
extraordinary, or emergency measure, or to facilitate management of the
portfolio by enabling the Portfolio to meet redemption requests where
the liquidation of portfolio securities is deemed to be inconvenient or
disadvantageous. The Portfolio will not purchase any securities while
any such borrowings (including reverse repurchase agreements) are
outstanding.
LENDING CASH OR SECURITIES
The Portfolio will not lend any of its assets except portfolio
securities. This shall not prevent the purchase or holding of
corporate or government bonds, debentures, notes, certificates of
indebtedness, or other debt securities of an issuer, repurchase
agreements, or other transactions which are permitted by the
Portfolio's investment objective and policies.
UNDERWRITING
The Portfolio will not underwrite any issue of securities, except as
it may be deemed to be an underwriter under the Securities Act of 1933
in connection with the sale of securities in accordance with its
investment objective, policies, and limitations.
INVESTING IN MINERALS
The Portfolio will not purchase interests in oil, gas, or other
mineral exploration or development programs, although it may purchase
the securities of issuers which invest in or sponsor such programs.
DIVERSIFICATION OF INVESTMENTS
The Portfolio will not purchase the securities of any issuer (other
than securities of the U.S. government, its agencies, or
instrumentalities, or instruments secured by securities of such
issuers, such as repurchase agreements) if, as a result, more than 5%
of the value of its total assets would be invested in the securities
of such issuer or acquire more than 10% of any class of voting
securities of any issuer. For these purposes, the Portfolio takes all
common stock and all preferred stock of an issuer each as a single
class, regardless of priorities, series, designations, or other
differences.
The above investment limitations cannot be changed without shareholder
approval. The following limitations, however, may be changed by the Trustees
without shareholder approval. Shareholders will be notified before any material
changes in these limitations become effective.
INVESTING IN ILLIQUID SECURITIES
The Portfolio will not invest more than 15% of the value of its net
assets in illiquid securities, including repurchase agreements
providing for settlement in more than seven days after notice and
certain restricted securities not determined by the Trustees to be
liquid.
INVESTING IN NEW ISSUERS
The Portfolio will not invest more than 5% of the value of its total
net assets in securities of issuers which have records of less than
three years of continuous operations, including the operation of any
predecessor.
INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND
TRUSTEES OF THE TRUST
The Portfolio will not purchase or retain the securities of any issuer
if the officers and Trustees of the Trust, or the Advisor, own
individually more than 1/2 of 1% of the issuer's securities, or
together own more than 5% of the issuer's securities.
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<PAGE> 26
PLEDGING ASSETS
The Portfolio will not mortgage, pledge, or hypothecate any assets,
except to secure permitted borrowings. In those cases, it may pledge
assets having a market value not exceeding the lesser of the dollar
amounts borrowed or 10% of the value of total net assets at the time
of the borrowing.
ACQUIRING SECURITIES
The Portfolio will not purchase securities of a company for the
purpose of exercising control or management. However, the Portfolio
may invest in up to 10% of the voting securities of any one issuer and
may exercise its voting powers consistent with the best interests of
the Portfolio. In addition, the Portfolio, other companies advised by
the Advisor, and other affiliated companies may together buy and hold
substantial amounts of voting stock of a company and may vote together
in regard to such company's affairs. In some such cases, the Portfolio
and its affiliates might collectively be considered to be in control
of such company. In some cases, Trustees and other persons associated
with the Trust and its affiliates might possibly become directors of
companies in which the Trust holds stock.
INVESTING IN WARRANTS
The Portfolio will not invest more than 5% of the value of its total
net assets in warrants. No more than 2% of this 5% may be warrants
which are not listed on the New York or American Stock Exchanges.
Warrants acquired in units or attached to securities may be deemed to
be without value for purposes of this policy.
For purposes of its policies and limitations, the Portfolio considers
certificates of deposit and demand and time deposits issued by a U.S. branch of
a domestic bank or savings and loan having capital, surplus, and undivided
profits in excess of $100,000,000 at the time of investment to be "cash items."
Except with respect to borrowing money, if a percentage limitation is adhered
to at the time of investment, a later increase or decrease in percentage
resulting from any change in value or net assets will not result in a violation
of such restriction. The Portfolio has no present intent to borrow money or
invest in reverse repurchase agreements in excess of 5% of the value of its
total assets.
In addition to the limitations set forth above, the Portfolio will not purchase
or sell real estate limited partnership interests or oil, gas, or other mineral
leases, except that the Portfolio may purchase or sell securities of companies
which invest in or hold the foregoing.
IMPACT MANAGEMENT INVESTMENT TRUST MANAGEMENT
- -------------------------------------------------------------------------------
Officers and Trustees are listed with their addresses, birthdates, present
positions with Impact Management Investment Trust, and principal occupations.
- -------------------------------------------------------------------------------
Name: Charles R. Clark* Birthdate: November 16, 1959
1875 Ski Time Square Drive, Suite One
Steamboat Springs, Colorado 80487
Chairman of the Board of Trustees
Occupation: Chief Operating Officer and Senior Assistant Portfolio Manager of
Jordan American Holdings, Inc. d/b/a Equity Assets Management since
1993. From October 1991 through the end of 1993, he was a Technical
Research Analyst for Jordan American Holdings, Inc.
- -------------------------------------------------------------------------------
Name: Ronald A. Stiller* Birthdate: March 28, 1956
Arrott Building, Third Floor
401 Wood Street
Pittsburgh, PA 15219
Trustee and President
Founder and President of Impact Financial Networks, Inc. 1995-present; Member of
the Board of Directors of Jordan Americans Holdings, Inc. since 1996.
Previously, he was the director of marketing for Security Financial, Inc. from
1990-1995.
- --------------------------------------------------------------------------------
5
<PAGE> 27
- -------------------------------------------------------------------------------
Name: Oleen Eagle Birthdate: September 28, 1930
3215 Chestnut Street
Murrysville, PA 15668
Trustee
Occupation: President of Cornerstone TeleVision since 1995, Vice President and
General Manager of Cornerstone TeleVision, 1976-1995, President and
Director of Group C since 1991, Vice President and Director of
Christian Advance International since 1985, Director of
International Christian University of Zaire since 1996.
- -------------------------------------------------------------------------------
Name: Gerald L. Bowyer Birthdate: August 31, 1962
820 Pine Hollow Road
McKees Rocks, PA 15136
Trustee
Occupation: President, Allegheny Institute since 1994; currently the host of
"Focus on the Issues," a syndicated public affairs television
program originating on WPCB, Cornerstone TeleVision. He previously
served as Director of Youth Opportunities Unlimited from 1993-1995;
and worked as a Pension Consultant for John Agostin Actuarial
Services from 1991-1993.
- -------------------------------------------------------------------------------
Name: Allen L. Zeolla Birthdate: June 19, 1958
Arrott Building, Third Floor
401 Wood Street
Pittsburgh, PA 15219
Treasurer and Secretary
Occupation: Financial Consultant, insurance and investment planning
services since 1994; previously, served as Service Department
Manager for Conco from 1990-1995.
- -------------------------------------------------------------------------------
*This Trustee is deemed to be an "interested person" as defined in the
Investment Company Act of 1940, as amended.
TRUST OWNERSHIP
Officers and Trustees own less than 1% of the Trust's outstanding Shares. No
person owns of record or beneficially 5% or more of the Trust's outstanding
shares.
TRUSTEES' AND OFFICERS' COMPENSATION
Trustees and Officers will not receive any compensation from the Trust.
TRUSTEE LIABILITY
The Trust's Declaration of Trust provides that the Trustees will not be liable
for errors of judgment or mistakes of fact or law. However, they are not
protected against any liability to which they would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of their office.
INVESTMENT ADVISORY SERVICES
- -------------------------------------------------------------------------------
ADVISOR TO THE TRUST
The Trust's investment advisor is Jordan American Holdings, Inc. d/b/a Equity
Assets Management (the "Advisor"). Jordan American Holdings, Inc. is a publicly
held company which trades on NASDAQ under the symbol "JAHI". The Advisor shall
not be liable to the Trust, the Portfolio, or any shareholder of the Portfolio
for any losses that may be sustained in the purchase, holding, or sale of any
security, or for anything done or omitted by it, except acts or omissions
involving willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties imposed upon it by its contract with the Trust
ADVISORY FEES
For its advisory services, Jordan American Holdings, Inc. receives an annual
investment advisory fee, calculated and paid monthly, as described in the
prospectus.
6
<PAGE> 28
ADMINISTRATIVE SERVICES
- -------------------------------------------------------------------------------
Impact Management Services, Inc., provides administrative personnel and
services to the Trust for a fee described in the prospectus.
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
- -------------------------------------------------------------------------------
Impact Management Services, Inc. serves as transfer agent and dividend
disbursing agent for the Trust. The fee paid to the transfer agent is $165.00
per account, per year. Impact Management Services, Inc. also maintains the
Trust's accounting records. In addition to the above, the Portfolio shall pay
to the transfer agent a fee in the amount of $2.00 per closed account. Closed
accounts will remain in the shareholder files until all forms 1099 and 5498
have been sent to Shareholders and reported (via magnetic media) to the
Internal Revenue Service.
BROKERAGE TRANSACTIONS
- -------------------------------------------------------------------------------
The Advisor may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Trust or to the
Advisor and may include:
o advice as to the advisability of investing in securities;
o security analysis and reports;
o economic studies;
o industry studies;
o receipt of quotations for portfolio evaluations;
o and similar services.
The Advisor and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions charged
by such persons are reasonable in relation to the value of the brokerage and
research services provided.
Research services provided by brokers may be used by the Advisor or by
affiliates of Jordan American Holdings, Inc. in advising other accounts. To the
extent that receipt of these services may supplant services for which the
Advisor or its affiliates might otherwise have paid, it would tend to reduce
their expenses.
It is anticipated that the majority of brokerage transactions will be effected
by Management Securities, Inc., the Trust's Distributor and a wholly-owned
subsidiary of the Advisor.
PURCHASING SHARES
- -------------------------------------------------------------------------------
Except under certain circumstances described in the prospectus, Shares are sold
at their net asset value on days the New York Stock Exchange is open for
business. The procedure for purchasing Shares is explained in the Prospectus
under "How To Purchase Shares."
7
<PAGE> 29
CONVERSION TO FEDERAL FUNDS
It is the Trust's policy to be as fully invested as possible so that maximum
return may be earned. To this end, all payments from shareholders must be in
federal funds or be converted into federal funds before being invested. Impact
Management Services, Inc. acts as the shareholder's agent in depositing checks
and converting them to federal funds.
DETERMINING NET ASSET VALUE
- -------------------------------------------------------------------------------
Net asset value generally changes each day. The days on which net asset value
is calculated are described in the prospectus.
DETERMINING MARKET VALUE OF SECURITIES
Market values of the Portfolio's securities are determined
as follows:
o for securities listed on a national securities exchange, according to
the last sale price on a national securities exchange, if available;
o in the absence of recorded sales for a listed security, according to
the mean between the last closing bid and asked prices;
o for unlisted equity securities, the latest bid prices and for unlisted
bonds and other fixed income securities as determined by an
independent pricing service; or
o for short-term obligations, according to the mean between bid and
asked prices as furnished by an independent pricing service or at fair
value as determined in good faith by the Board of Trustees.
REDEEMING SHARES
- -------------------------------------------------------------------------------
The Portfolio redeems Shares at the next computed net asset value after the
Portfolio receives the redemption request. Redemption procedures are explained
in the prospectus under "How To Redeem Shares."
REDEMPTION IN KIND
The Trust has elected to be governed by Rule 18f-1 of the Investment Company
Act of 1940, under which the Trust is obligated to redeem Shares for any one
shareholder in cash only up to the lesser of $250,000 or 1% of the respective
class's net asset value during any 90-day period.
Any redemption beyond this amount will also be in cash unless the Trustees
determine that payments should be in kind. In such a case, the Portfolio will
pay all or a portion of the remainder of the redemption in portfolio
instruments, valued in the same way as the Portfolio determines net asset
value. The portfolio instruments will be selected in a manner that the
Trustees deem fair and equitable.
Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving their securities and selling them before their
maturity could receive less than the redemption value of their securities and
could incur certain transaction costs.
TAX STATUS
- -------------------------------------------------------------------------------
THE TRUST'S TAX STATUS
The Trust will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code, as amended,
applicable to regulated investment companies and to receive the special tax
treatment afforded to such companies. To qualify for this treatment, the
Portfolio must, among other requirements:
o derive at least 90% of its gross income from dividends, interest, and
gains from the sale of securities;
o derive less than 30% of its gross income from the sale of securities
held less than three months;
8
<PAGE> 30
o invest in securities within certain statutory limits; and
o distribute to its shareholders at least 90% of its net income earned
during the year.
SHAREHOLDERS' TAX STATUS
Shareholders are subject to federal income tax on dividends and capital gains
received as cash or additional Shares. No portion of any income dividend paid
by the Portfolio is eligible for the dividends received deduction available to
corporations. These dividends, and any short-term capital gains, are taxable as
ordinary income.
CAPITAL GAINS
Shareholders will pay federal tax at capital gains rates on long-term
capital gains distributed to them regardless of how long they have
held the Portfolio Shares.
TOTAL RETURN
- -------------------------------------------------------------------------------
The average annual total return for Shares of the Portfolio is the average
compounded rate of return for a given period that would equate a $1,000 initial
investment to the ending redeemable value of that investment. The ending
redeemable value is computed by multiplying the number of Shares owned at the
end of the period by the net asset value per share at the end of the period.
The number of Shares owned at the end of the period is based on the number of
Shares purchased at the beginning of the period with $1,000, less any
applicable sales load adjusted over the period by any additional Shares,
assuming the quarterly reinvestment of all dividends and distributions.
YIELD
- -------------------------------------------------------------------------------
The yield for Shares of the Portfolio is determined by dividing the net
investment income per share (as defined by the Securities and Exchange
Commission) earned by any class of Shares over a thirty-day period by the
maximum offering price per share of the respective class on the last day of the
period. This value is annualized using semi-annual compounding. This means that
the amount of income generated during the thirty-day period is assumed to be
generated each month over a 12-month period and is reinvested every six months.
The yield does not necessarily reflect income actually earned by the Portfolio
because of certain adjustments required by the Securities and Exchange
Commission and, therefore, may not correlate to the dividends or other
distributions paid to the shareholders.
To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in any
class of Shares, the performance will be reduced for those shareholders paying
those fees.
PERFORMANCE COMPARISONS
- -------------------------------------------------------------------------------
The performance of Shares depends upon such variables as:
o portfolio quality;
o average portfolio maturity;
o type of instruments in which the portfolio is invested;
o changes in interest rates and market value of portfolio securities;
o changes in the Portfolio's expenses;
o and various other factors.
The Portfolio's performance fluctuates on a daily basis largely because net
earnings and offering price per Share fluctuate daily. Both net earnings and
offering price per Share are factors in the computation of yield and total
return.
Investors may use financial publications and/or indices to obtain a more
complete view of the Portfolio's performance. When comparing performance,
investors should consider all relevant factors such as the composition of any
index used, prevailing market conditions, portfolio compositions of other
funds, and methods used to value portfolio securities and compute offering
price.
9
<PAGE> 31
FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
INDEPENDENT AUDITOR'S REPORT
To the Board of Trustees and Shareholder
Impact Management Investment Trust
Impact Management Growth Portfolio
We have audited the accompanying statement of net assets of Impact Management
Growth Portfolio (the "Fund"), a Series of Impact Management Investment Trust,
as of June 19, 1997. This financial statement is the responsibility of the
Fund's management. Our responsibility is to express an opinion on this
financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of net assets is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the statement of net assets. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall statement of net assets
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the statement of net assets referred to above presents fairly,
in all material respects, the financial position of Impact Management Growth
Portfolio, a Series of Impact Management Investment Trust, as of June 19, 1997,
in conformity with generally accepted accounting principles.
/s/ Arthur F. Bell, Jr. & Associates, L.L.C.
--------------------------------------------
ARTHUR F. BELL, JR. & ASSOCIATES, L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS
Lutherville, Maryland
June 20, 1997
<PAGE> 32
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
STATEMENT OF NET ASSETS
June 19, 1997
<TABLE>
<S> <C> <C>
ASSETS
Cash $100,000
--------
Net assets $100,000
========
Net Asset Value Per Share
(unlimited number of shares of
beneficial interest authorized;
without par value; 10,000 shares
of beneficial interest outstanding) $ 10.00
========
</TABLE>
See accompanying notes to financial statement.
<PAGE> 33
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENT
Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. General Description
Impact Management Investment Trust (the "Trust") was
organized as a Massachusetts business trust on December 18,
1996, and is in the process of registering under the
Investment Company Act of 1940, as amended (the "1940 Act"),
and the Securities Act of 1933, as amended, as a no-load,
open-end investment company. Impact Management Growth
Portfolio (the "Fund") is the initial Series Company of the
Trust. The Trust has had no transactions other than the sale
of 10,000 shares of beneficial interest of the Fund to Jordan
American Holdings, Inc., d/b/a Equity Assets Management, (the
"Investment Advisor") for cash in the amount of $100,000.
B. Organization Costs
Costs incurred in connection with the organization and
initial registration of the Trust and Fund will be paid by
the Administrator, Impact Management Services, Inc.
C. Method of Reporting
The statement of net assets is presented in accordance with
generally accepted accounting principles, which require the
use of certain estimates made by the Fund's management.
D. Income Taxes
The Fund intends to comply with the requirements of the
Internal Revenue Code necessary to qualify as a regulated
investment company and to make the necessary distributions of
net income to its shareholders sufficient to relieve it from
all or substantially all federal and state income taxes.
Note 2. INVESTMENT ADVISOR
The Trust has entered into an investment advisory agreement with the
Investment Advisor. The Investment Advisor makes investment
decisions with respect to the assets of the Fund and continuously
reviews, supervises and administers the investment program of the
Fund. As compensation for services rendered, the Advisor receives an
annual investment advisory fee equal to 2.25% of the Fund's average
daily net assets. The advisory fee, which may be voluntarily waived
in whole or in part by the Advisor, is paid on a monthly basis.
Note 3. ADMINISTRATIVE SERVICES
The Trust has entered into an administrative services agreement with
the Administrator. Under the agreement, the Administrator will
provide administrative personnel and services necessary to operate
the Trust. The Administrator will also provide transfer agent and
dividend disbursing agent services for the Trust. For these
services, the Administrator will be paid a fee of $165.00 per
account, per year.
<PAGE> 34
PART C
Other Information
Item 24. Financial Statements and Exhibits
(a) Financial Statements - Impact Management Growth
-----------------------------------------------
Portfolio
---------
(i) Financial Statements included in Part A of the Registration
Statement: None
(ii) Financial Statements included in Part B of the Registration
Statement: Audited Financial Statements reflecting the
seed capital
(b) Exhibits
--------
1. Declaration of Trust Dated December 18, 1997*
2. By-Laws*
3. Inapplicable
4. Article III of the Declaration of Trust*
5. Advisory Contract dated December 20, 1996*
6. Underwriting Agreement dated December 20, 1996*
7. Inapplicable
8. Form of Custody Agreement
9. (a) Transfer Agency and Service Agreement dated
January 7, 1997*
(b) Administrative Services Agreement dated January 7, 1997*
10. Opinion of Counsel
11. Consent of Independent Auditors
12. Inapplicable
13. Letter of Intent From Initial Investor
14. Inapplicable
15. Inapplicable
16. Inapplicable
17. Financial Data Schedule
18. Inapplicable
19. Power of Attorney*
* Incorporated by reference to its Registration Statement on Form N-1A filed
on or about February 20, 1997.
Item 25. Persons Controlled by or Under Common Control with Registrant
Inapplicable
Item 26. Number of Holders of Securities
As of February 18, 1997, there was 1 holder of record of the shares of
the Trust and the Growth Portfolio.
Item 27. Indemnification
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that 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 defense of any action, suit 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 its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate
<PAGE> 35
jurisdiction the question as to whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser
Information pertaining to business and other connections of the
Registrant's investment adviser is hereby incorporated by reference to the
section of the Prospectus captioned "Management of the Fund" and to the section
of the Statement of Additional Information captioned "Investment Adviser".
Ronald A. Stiller and Charles R. Clark, Trustees and officers of the Trust are
members of the Board of Directors of the Advisor and Mr. Clark is an officer of
the Advisor. The Advisor has engaged, and is currently engaged, in providing
financial advisement services for individual investors as well as common trust
funds. Mr. Stiller is an officer and director of Impact Financial Network,
which provides financial planning services to individuals.
No director or officer of the Advisor has engaged in any other business during
the past two years.
Item 29. Principal Underwriters
(a) Inapplicable
(b) The following is certain information with respect to the officers
and directors of Management Securities, Inc. the principal distributor for the
Trust and the Impact Management Growth Portfolio:
<TABLE>
<CAPTION>
Positions and
Positions and Offices Offices
Name with Underwriter with Registrant
- ---- --------------------- ---------------
<S> <C> <C>
W. Neal Jordan President/Chief Executive None
1875 Ski Time Square Drive, Ste. One Officer/Director
Steamboat Springs, CO 80487
Charles R. Clark Senior Vice President/Chief Chairman and
1875 Ski Time Square Drive, Ste. One Operating Officer/Director Trustee
Steamboat Springs, CO 80487
Frederick A. Whittlesey Vice President/Chief Financial None
1875 Ski Time Square Drive, Ste. One Officer/Treasurer/Secretary/
Steamboat Springs, CO 80487 Director
Robert J. Flaherty Director None
1875 Ski Time Square Drive, Ste. One
Steamboat Springs, CO 80487
Ronald A. Stiller Director President and
1875 Ski Time Square Drive, Ste. One Trustee
Steamboat Springs, CO 80487
</TABLE>
(c) Inapplicable.
Item 30. Location of Accounts and Records
All such accounts, books and other documents are maintained by Section
31(a) of the Investment Company Act of 1940 and Rules 31a-1 through 31a-3
promulgated thereunder are maintained at one or more of the following
locations:
<PAGE> 36
Registrant 1875 Ski Time Square Drive, Suite One,
Steamboat Springs, CO 80487,
Jordan American Holdings, Inc. 1875 Ski Time Square Drive, Suite One
(Advisor) Steamboat Springs, CO 80487,
Impact Management Services, Inc. Arrott Building, Third Floor
(Administrator and Transfer Agent) 401 Wood Street
Pittsburgh, PA 15222
The Fifth Third Bank 38 Fountain Square Plaza
(Custodian) Cincinnati, Ohio 45263.
Item 31. Management Services
Inapplicable
Item 32. Undertakings
(a) Registrant undertakes to file an amendment to the Registration
Statement with certified financial statements showing the initial
capital received before accepting subscriptions from any persons in
excess of 25 if Registrant proposes to raise its initial capital
pursuant to Section 14(a)(3) of the 1940 Act [15 U.S.C. 80a-14(a)(3)].
(b) Registrant undertakes to file a post-effective amendment, using
financial statements which need not be certified, within four to six
months from the effective date of Registrant's 1933 Act Registration
Statement.
(c) Registrant undertakes to furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual report to
shareholders upon request and without charge.
(d) Registrant undertakes to have a majority of the non-interested
directors determine at least annually that the arrangement concerning
liability insurance for each Series of Impact Management Investment
Trust satisfies the standards contained in Section 17(d)-1(d)(7)(i) and
(ii) of the Investment Company Act of 1940, as amended.
(e) Registrant undertakes to make available to all shareholders of
record, upon request, a list of the names and mailing addresses of
all shareholders of record pursuant to Section 16(c) of the Act.
<PAGE> 37
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
pre-effective amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Pittsburgh and the
Commonwealth of Pennsylvania on the 26th day of June, 1997.
Impact Management Investment Trust
By:/s/ RONALD A. STILLER
---------------------
President
Pursuant to the requirement of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ CHARLES R. CLARK
-------------------- Chairman of the June 26, 1997
Charles R. Clark Board of Trustees
/s/ RONALD A. STILLER
-------------------- President (Principal June 26, 1997
Ronald A. Stiller Executive Officer)
and Trustee
/s/ OLEEN EAGLE
-------------------- Trustee June 26, 1997
Oleen Eagle
/s/ GERALD L. BOWER
-------------------- Trustee June 26, 1997
Gerald L. Bower
/s/ ALLEN L. ZEOLLA
-------------------- Treasurer June 26, 1997
Allen L. Zeolla (Principal Financial
and Accounting Officer)
<PAGE> 1
Exhibit 8
CUSTODY AGREEMENT
between
IMPACT MANAGEMENT INVESTMENT TRUST
and
THE FIFTH THIRD BANK
<PAGE> 2
CUSTODY AGREEMENT
THIS AGREEMENT, is made as of June ___, 1997, by and between IMPACT
MANAGEMENT INVESTMENT TRUST, a business trust organized under the laws of the
State of Massachusetts (the "Trust"), and THE FIFTH THIRD BANK, a banking
company organized under the laws of the State of Ohio (the "Custodian").
WITNESSETH:
WHEREAS, the Trust desires that the Securities and cash of each of the
investment portfolios and any additional portfolios of the Trust, as each are
or will be identified in Exhibit A hereto (such current investment portfolios
and any additional portfolios individually referred to herein as a "Fund" and
collectively as the "Funds"), be held and administered by the Custodian
pursuant to this Agreement; and
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Custodian represents that it is a bank having the
qualifications prescribed in Section 26(a)(i) of the 1940 Act;
NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Trust and the Custodian hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
1.1 "Authorized Person" means any Officer or other person duly
authorized by resolution of the Board of Trustees to give Oral Instructions and
Written Instructions on behalf of the Trust and named in Exhibit B hereto or in
such resolutions of the Board of Trustees, certified by an Officer, as may be
received by the Custodian from time to time.
1.2 "Board of Trustees" shall mean the Trustees from time to time
serving under the Trust's Agreement and Declaration of Trust, dated December 1,
1996, as from time to time amended.
1.3 "Book-Entry System" shall mean a federal book-entry system as
provided in Subpart O of Treasury Circular No. 300, 31 CFR 306, in Subpart B of
31 CFR Part 350, or in such book-entry regulations of federal agencies as are
substantially in the form of such Subpart O.
1.4 "Business Day" shall mean any day recognized as a settlement day by
The New York Stock Exchange, Inc. and any other day for which the Fund computes
the net asset value of the Fund.
<PAGE> 3
1.5 "NASD" shall mean The National Association of Securities
Dealers, Inc.
1.6 "Officer" shall mean the President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer, or any Assistant Treasurer
of the Trust.
1.7 "Oral Instructions" shall mean instructions orally transmitted to
and accepted by the Custodian because such instructions are: (i) reasonably
believed by the Custodian to have been given by an Authorized Person, (ii)
recorded and kept among the records of the Custodian made in the ordinary course
of business and (iii) orally confirmed by the Custodian. The Trust shall cause
all Oral Instructions to be confirmed by Written Instructions. If such Written
Instructions confirming Oral Instructions are not received by the Custodian
prior to a transaction, it shall in no way affect the validity of the
transaction or the authorization thereof by the Trust. If Oral Instructions
vary from the Written Instructions which purport to confirm them, the Custodian
shall notify the Trust of such variance but such Oral Instructions will govern
unless the Custodian has not yet acted.
1.8 "Custody Account" shall mean any account in the name of the Trust,
which is provided for in Section 3.2 below.
1.9 "Proper Instructions" shall mean Oral Instructions or Written
Instructions. Proper Instructions may be continuing Written Instructions when
deemed appropriate by both parties.
1.10 "Securities Depository" shall mean The Participants Trust Company
or The Depository Trust Company and (provided that Custodian shall have received
a copy of a resolution of the Board of Trustees, certified by an Officer,
specifically approving the use of such clearing agency as a depository for the
Trust) any other clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities and Exchange Act of 1934 (the
"1934 Act"), which acts as a system for the central handling of Securities where
all Securities of any particular class or series of an issuer deposited within
the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of the Securities.
1.11 "Securities" shall include, without limitation, common and
preferred stocks, bonds, call options, put options, debentures, notes, bank
certificates of deposit, bankers' acceptances, mortgage-backed securities, other
money market instruments or other obligations, and any certificates, receipts,
warrants or other instruments or documents representing rights to receive,
purchase or subscribe for the same, or evidencing or representing any other
rights or interests therein, or any similar property or assets that the
Custodian has the facilities to clear and to service.
1.12 "Shares" shall mean the units of beneficial interest issued
by the Trust.
1.13 "Written Instructions" shall mean (i) written communications
actually received by the Custodian and signed by one or more persons as the
Board of Trustees shall have from time to time authorized, or (ii)
communications by telex or any other such
<PAGE> 4
system from a person or persons reasonably believed by the Custodian to be
Authorized, or (iii) communications transmitted electronically through the
Institutional Delivery System (IDS), or any other similar electronic instruction
system acceptable to Custodian and approved by resolutions of the Board of
Trustees, a copy of which, certified by an Officer, shall have been delivered to
the Custodian.
ARTICLE II
APPOINTMENT OF CUSTODIAN
2.1 Appointment. The Trust hereby constitutes and appoints the
Custodian as custodian of all Securities and cash owned by or in the possession
of the Trust at any time during the period of this Agreement, provided that
such Securities or cash at all times shall be and remain the property of the
Trust.
2.2 Acceptance. The Custodian hereby accepts appointment as such
custodian and agrees to perform the duties thereof as hereinafter set forth.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
3.1 Segregation. All Securities and non-cash property held by
the Custodian for the account of the Fund, except Securities maintained in a
Securities Depository or Book-Entry System, shall be physically segregated from
other Securities and non-cash property in the possession of the Custodian and
shall be identified as subject to this Agreement.
3.2 Custody Account. The Custodian shall open and maintain in
its trust department a custody account in the name of each Fund, subject only
to draft or order of the Custodian, in which the Custodian shall enter and
carry all Securities, cash and other assets of the Fund which are delivered to
it.
3.3 Appointment of Agents. In its discretion, the Custodian may
appoint, and at any time remove, any domestic bank or trust company, which has
been approved by the Board of Trustees and is qualified to act as a custodian
under the 1940 Act, as sub-custodian to hold Securities and cash of the Funds
and to carry out such other provisions of this Agreement as it may determine,
and may also open and maintain one or more banking accounts with such a bank or
trust company (any such accounts to be in the name of the Custodian and subject
only to its draft or order), provided, however, that the appointment of any
such agent shall not relieve the Custodian of any of its obligations or
liabilities under this Agreement.
3.4 Delivery of Assets to Custodian. The Fund shall deliver, or
cause to be delivered, to the Custodian all of the Fund's Securities, cash and
other assets, including (a) all payments of income, payments of principal and
capital distributions received by the Fund with respect to such Securities,
cash or other assets owned by the Fund at any time during the period of this
Agreement, and (b) all cash received by the Fund for the
<PAGE> 5
issuance, at any time during such period, of Shares. The Custodian shall not be
responsible for such Securities, cash or other assets until actually received by
it.
3.5 Securities Depositories and Book-Entry Systems. The
Custodian may deposit and/or maintain Securities of the Funds in a Securities
Depository or in a Book-Entry System, subject to the following provisions:
(a) Prior to a deposit of Securities of the Funds in any
Securities Depository or Book-Entry System, the Fund shall
deliver to the Custodian a resolution of the Board of
Trustees, certified by an Officer, authorizing and
instructing the Custodian on an on-going basis to deposit in
such Securities Depository or Book-Entry System all
Securities eligible for deposit therein and to make use of
such Securities Depository or Book-Entry System to the extent
possible and practical in connection with its performance
hereunder, including, without limitation, in connection with
settlements of purchases and sales of Securities, loans of
Securities, and deliveries and returns of collateral
consisting of Securities. So long as such Securities
Depository or Book-Entry System shall continue to be employed
for the deposit of Securities of the Funds, the Trust shall
annually re-adopt such resolution and deliver a copy thereof,
certified by an Officer, to the Custodian.
(b) Securities of the Fund kept in a Book-Entry System or
Securities Depository shall be kept in an account
("Depository Account") of the Custodian in such Book-Entry
System or Securities Depository which includes only assets
held by the Custodian as a fiduciary, custodian or otherwise
for customers.
(c) The records of the Custodian and the Custodian's account on
the books of the Book-Entry System and Securities Depository
as the case may be, with respect to Securities of a Fund
maintained in a Book-Entry System or Securities Depository
shall, by book-entry, or otherwise identify such Securities
as belonging to the Fund.
(d) If Securities purchases by the Fund are to be held in a
Book-Entry System or Securities Depository, the Custodian
shall pay for such Securities upon (i) receipt of advice from
the Book-Entry System or Securities Depository that such
Securities have been transferred to the Depository Account,
and (ii) the making of an entry on the records of the
Custodian to reflect such payment and transfer for the
account of the Fund. If Securities sold by the Fund are held
in a Book-Entry System or Securities Depository, the
Custodian shall transfer such Securities upon (i) receipt of
advice from the Book-Entry System or Securities depository
that payment for such Securities has been transferred to the
Depository Account, and (ii) the making of an entry on the
records of the Custodian to reflect such transfer and payment
for the account of the Fund.
(e) Upon request, the Custodian shall provide the Fund with
copies of any report (obtained by the Custodian from a
Book-Entry System or Securities Depository in which
Securities of the Fund is kept) on the internal accounting
<PAGE> 6
controls and procedures for safeguarding Securities deposited
in such Book-Entry System or Securities Depository.
(f) Anything to the contrary in this Agreement notwithstanding,
the Custodian shall be liable to the Trust for any loss or
damage to the Trust resulting (i) from the use of a
Book-Entry System or Securities Depository by reason of any
negligence or willful misconduct on the part of Custodian or
any sub-custodian appointed pursuant to Section 3.3 above or
any of its or their employees, or (ii) from failure of
Custodian or any such sub-custodian to enforce effectively
such rights as it may have against a Book-Entry System or
Securities Depository. At its election, the Trust shall be
subrogated to the rights of the Custodian with respect to any
claim against a Book-Entry System or Securities Depository or
any other person for any loss or damage to the Funds arising
from the use of such Book-Entry System or Securities
Depository, if and to the extent that the Trust has been made
whole for any such loss or damage.
3.6 Disbursement of Moneys from Custody Accounts. Upon receipt of
Proper Instructions, the Custodian shall disburse moneys from a Fund Custody
Account but only in the following cases:
(a) For the purchase of Securities for the Fund but only upon
compliance with Section 4.1 of this Agreement and only (i) in
the case of Securities (other than options on Securities,
futures contracts and options on futures contracts), against
the delivery to the Custodian (or any sub-custodian appointed
pursuant to Section 3.3 above) of such Securities registered
as provided in Section 3.9 below in proper form for transfer,
or if the purchase of such Securities is effected through a
Book-Entry System or Securities Depository, in accordance
with the conditions set forth in Section 3.5 above; (ii) in
the case of options on Securities, against delivery to the
Custodian (or such sub-custodian) of such receipts as are
required by the customs prevailing among dealers in such
options; (iii) in the case of futures contracts and options
on futures contracts, against delivery to the Custodian (or
such sub-custodian) of evidence of title thereto in favor of
the Trust or any nominee referred to in Section 3.9 below;
and (iv) in the case of repurchase or reverse repurchase
agreements entered into between the Trust and a bank which is
a member of the Federal Reserve System or between the Trust
and a primary dealer in U.S. Government securities, against
delivery of the purchased Securities either in certificate
form or through an entry crediting the Custodian's account at
a Book-Entry System or Securities Depository for the account
of the Fund with such Securities;
(b) In connection with the conversion, exchange or surrender, as
set forth in Section 3.7(f) below, of Securities owned by the
Fund;
(c) For the payment of any dividends or capital gain distributions
declared by the Fund;
<PAGE> 7
(d) In payment of the redemption price of Shares as provided in
Section 5.1 below;
(e) For the payment of any expense or liability incurred by the
Trust, including but not limited to the following payments
for the account of a Fund: interest; taxes; administration,
investment management, investment advisory, accounting,
auditing, transfer agent, custodian, trustee and legal fees;
and other operating expenses of a Fund; in all cases, whether
or not such expenses are to be in whole or in part
capitalized or treated as deferred expenses;
(f) For transfer in accordance with the provisions of any
agreement among the Trust, the Custodian and a broker-dealer
registered under the 1934 Act and a member of the NASD,
relating to compliance with rules of The Options Clearing
Corporation and of any registered national securities
exchange (or of any similar organization or organizations)
regarding escrow or other arrangements in connection with
transactions by the Trust;
(g) For transfer in accordance with the provisions of any
agreement among the Trust, the Custodian, and a futures
commission merchant registered under the Commodity Exchange
Act, relating to compliance with the rules of the Commodity
Futures Trading Commission and/or any contract market (or any
similar organization or organizations) regarding account
deposits in connection with transactions by the Trust;
(h) For the funding of any uncertificated time deposit or other
interest-bearing account with any banking institution
(including the Custodian), which deposit or account has a
term of one year or less; and
(i) For any other proper purposes, but only upon receipt, in
addition to Proper Instructions, of a copy of a resolution of
the Board of Trustees, certified by an Officer, specifying
the amount and purpose of such payment, declaring such
purpose to be a proper corporate purpose, and naming the
person or persons to whom such payment is to be made.
3.7 Delivery of Securities from Fund Custody Accounts. Upon
receipt of Proper Instructions, the Custodian shall release and deliver
Securities from a Custody Account but only in the following cases:
(a) Upon the sale of Securities for the account of a Fund but
only against receipt of payment therefor in cash, by
certified or cashiers check or bank credit;
(b) In the case of a sale effected through a Book-Entry System or
Securities Depository, in accordance with the provisions of
Section 3.5 above;
(c) To an Offeror's depository agent in connection with tender or
other similar offers for Securities of a Fund; provided that,
in any such case, the cash or other consideration is to be
delivered to the Custodian;
<PAGE> 8
(d) To the issuer thereof or its agent (i) for transfer into the
name of the Trust, the Custodian or any sub-custodian
appointed pursuant to Section 3.3 above, or of any nominee or
nominees of any of the foregoing, or (ii) for exchange for a
different number of certificates or other evidence
representing the same aggregate face amount or number of
units; provided that, in any such case, the new Securities
are to be delivered to the Custodian;
(e) To the broker selling Securities, for examination in
accordance with the "street delivery" custom;
(f) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or
readjustment of the issuer of such Securities, or pursuant to
provisions for conversion contained in such Securities, or
pursuant to any deposit agreement, including surrender or
receipt of underlying Securities in connection with the
issuance or cancellation of depository receipts; provided
that, in any such case, the new Securities and cash, if any,
are to be delivered to the Custodian;
(g) Upon receipt of payment therefor pursuant to any repurchase
or reverse repurchase agreement entered into by a Fund;
(h) In the case of warrants, rights or similar Securities, upon
the exercise thereof, provided that, in any such case, the
new Securities and cash, if any, are to be delivered to the
Custodian;
(i) For delivery in connection with any loans of Securities of a
Fund, but only against receipt of such collateral as the
Trust shall have specified to the Custodian in Proper
Instructions;
(j) For delivery as security in connection with any borrowings by
the Trust on behalf of a Fund requiring a pledge of assets by
such Fund, but only against receipt by the Custodian of the
amounts borrowed;
(k) Pursuant to any authorized plan of liquidation, reorganization,
merger, consolidation or recapitalization of the Trust or a Fund;
(l) For delivery in accordance with the provisions of any agreement
among the Trust, the Custodian and a broker-dealer registered
under the 1934 Act and a member of the NASD, relating to
compliance with the rules of The Options Clearing Corporation and
of any registered national securities exchange (or of any similar
organization or organizations) regarding escrow or other
arrangements in connection with transactions by the Trust on
behalf of a Fund;
<PAGE> 9
(m) For delivery in accordance with the provisions of any agreement
among the Trust on behalf of a Fund, the Custodian, and a futures
commission merchant registered under the Commodity Exchange Act,
relating to compliance with the rules of the Commodity Futures
Trading Commission and/or any contract market (or any similar
organization or organizations) regarding account deposits in
connection with transactions by the Trust on behalf of a Fund; or
(n) For any other proper corporate purposes, but only upon
receipt, in addition to Proper Instructions, of a copy of a
resolution of the Board of Trustees, certified by an Officer,
specifying the Securities to be delivered, setting forth the
purpose for which such delivery is to be made, declaring such
purpose to be a proper corporate purpose, and naming the
person or persons to whom delivery of such Securities shall
be made.
3.8 Actions Not Requiring Proper Instructions. Unless otherwise
instructed by the Trust, the Custodian shall with respect to all Securities
held for a Fund;
(a) Subject to Section 7.4 below, collect on a timely basis all
income and other payments to which the Trust is entitled
either by law or pursuant to custom in the securities
business;
(b) Present for payment and, subject to Section 7.4 below,
collect on a timely basis the amount payable upon all
Securities which may mature or be called, redeemed, or
retired, or otherwise become payable;
(c) Endorse for collection, in the name of the Trust, checks,
drafts and other negotiable instruments;
(d) Surrender interim receipts or Securities in temporary form
for Securities in definitive form;
(e) Execute, as custodian, any necessary declarations or certificates
of ownership under the federal income tax laws or the laws or
regulations of any other taxing authority now or hereafter in
effect, and prepare and submit reports to the Internal Revenue
Service ("IRS") and to the Trust at such time, in such manner and
containing such information as is prescribed by the IRS;
(f) Hold for a Fund, either directly or, with respect to Securities
held therein, through a Book-Entry System or Securities
Depository, all rights and similar securities issued with respect
to Securities of the Fund; and
(g) In general, and except as otherwise directed in Proper
Instructions, attend to all non-discretionary details in
connection with sale, exchange, substitution, purchase, transfer
and other dealings with Securities and assets of the Fund.
<PAGE> 10
3.9 Registration and Transfer of Securities. All Securities held
for a Fund that are issued or issuable only in bearer form shall be held by the
Custodian in that form, provided that any such Securities shall be held in a
Book-Entry System for the account of the Trust on behalf of a Fund, if eligible
therefor. All other Securities held for a Fund may be registered in the name
of the Trust on behalf of such Fund, the Custodian, or any sub-custodian
appointed pursuant to Section 3.3 above, or in the name of any nominee of any
of them, or in the name of a Book-Entry System, Securities Depository or any
nominee of either thereof; provided, however, that such Securities are held
specifically for the account of the Trust on behalf of a Fund. The Trust shall
furnish to the Custodian appropriate instruments to enable the Custodian to
hold or deliver in proper form for transfer, or to register in the name of any
of the nominees hereinabove referred to or in the name of a Book-Entry System
or Securities Depository, any Securities registered in the name of a Fund.
3.10 Records. (a) The Custodian shall maintain, by Fund, complete and
accurate records with respect to Securities, cash or other property held for the
Trust, including (i) journals or other records of original entry containing an
itemized daily record in detail of all receipts and deliveries of Securities and
all receipts and disbursements of cash; (ii) ledgers (or other records)
reflecting (A) Securities in transfer, (B) Securities in physical possession,
(C) monies and Securities borrowed and monies and Securities loaned (together
with a record of the collateral therefor and substitutions of such collateral),
(D) dividends and interest received, and (E) dividends receivable and interest
accrued; and (iii) cancelled checks and bank records related thereto. The
Custodian shall keep such other books and records of the Trust as the Trust
shall reasonably request, or as may be required by the 1990 Act, including, but
not limited to Section 3.1 and Rule 31a-1 and 31a-2 promulgated thereunder.
(b) All such books and records maintained by the Custodian shall
(i) be maintained in a form acceptable to the Trust and in compliance with
rules and regulations of the Securities and Exchange Commission, (ii) be the
property of the Trust and at all times during the regular business hours of the
Custodian be made available upon request for inspection by duly authorized
officers, employees or agents of the Trust and employees or agents of the
Securities and Exchange Commission, and (iii) if required to be maintained by
Rule 31a-1 under the 1940 Act, be preserved for the periods prescribed in Rule
31a-2 under the 1940 Act.
3.11 Fund Reports by Custodian. The Custodian shall furnish the Trust
with a daily activity statement by Fund and a summary of all transfers to or
from the Custody Account on the day following such transfers. At least monthly
and from time to time, the Custodian shall furnish the Trust with a detailed
statement, by Fund, of the Securities and moneys held for the Trust under this
Agreement.
3.12 Other Reports by Custodian. The Custodian shall provide the Trust
with such reports, as the Trust may reasonably request from time to time, on the
internal accounting controls and procedures for safeguarding Securities, which
are employed by the Custodian or any sub-custodian appointed pursuant to Section
3.3 above.
<PAGE> 11
3.13 Proxies and Other Materials. The Custodian shall cause all
proxies if any, relating to Securities which are not registered in the name of
a Fund, to be promptly executed by the registered holder of such Securities,
without indication of the manner in which such proxies are to be voted, and
shall include all other proxy materials, if any, promptly deliver to the Trust
such proxies, all proxy soliciting materials, which should include all other
proxy materials, if any, and all notices to such Securities.
3.14 Information on Corporate Actions. Custodian will promptly
notify the Trust of corporate actions, limited to those Securities registered
in nominee name and to those Securities held at a Depository or sub-Custodian
acting as agent for Custodian. Custodian will be responsible only if the
notice of such corporate actions is published by the Financial Daily Card
Service, J.J. Kenny Called Bond Service, DTC, or received by first class mail
from the agent. For market announcements not yet received and distributed by
Custodian's services, Trust will inform its custody representative with
appropriate instructions. Custodian will, upon receipt of Trust's response
within the required deadline, affect such action for receipt or payment for the
Trust. For those responses received after the deadline, Custodian will affect
such action for receipt or payment, subject to the limitations of the agent(s)
affecting such actions. Custodian will promptly notify Trust for put options
only if the notice is received by first class mail from the agent. The Trust
will provide or cause to be provided to Custodian with all relevant information
contained in the prospectus for any security which has unique put/option
provisions and provide Custodian with specific tender instructions at least ten
business days prior to the beginning date of the tender period.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
4.1 Purchase of Securities. Promptly upon each purchase of
Securities for the Trust, Written Instructions shall be delivered to the
Custodian, specifying (a) the name of the issuer or writer of such Securities,
and the title or other description thereof, (b) the number of shares, principal
amount (and accrued interest, if any) or other units purchased, (c) the date of
purchase and settlement, (d) the purchase price per unit, (e) the total amount
payable upon such purchase, and (f) the name of the person to whom such amount
is payable. The Custodian shall upon receipt of such Securities purchased by a
Fund pay out of the moneys held for the account of such Fund the total amount
specified in such Written Instructions to the person named therein. The
Custodian shall not be under any obligation to pay out moneys to cover the cost
of a purchase of Securities for a Fund, if in the relevant Custody Account
there is insufficient cash available to the Fund for which such purchase was
made.
4.2 Liability for Payment in Advance of Receipt of Securities
Purchased. In any and every case where payment for the purchase of Securities
for a Fund is made by the Custodian in advance of receipt for the account of
the Fund of the Securities purchased but in the absence of specific Written or
Oral Instructions to so pay in advance, the Custodian shall be liable to the
Fund for such Securities to the same extent as if the Securities had been
received by the Custodian.
<PAGE> 12
4.3 Sale of Securities. Promptly upon each sale of Securities by
a Fund, Written Instructions shall be delivered to the Custodian, specifying
(a) the name of the issuer or writer of such Securities, and the title or other
description thereof, (b) the number of shares, principal amount (and accrued
interest, if any), or other units sold, (c) the date of sale and settlement (d)
the sale price per unit, (e) the total amount payable upon such sale, and (f)
the person to whom such Securities are to be delivered. Upon receipt of the
total amount payable to the Trust as specified in such Written Instructions,
the Custodian shall deliver such Securities to the person specified in such
Written Instructions. Subject to the foregoing, the Custodian may accept
payment in such form as shall be satisfactory to it, and may deliver Securities
and arrange for payment in accordance with the customs prevailing among dealers
in Securities.
4.4 Delivery of Securities Sold. Notwithstanding Section 4.3
above or any other provision of this Agreement, the Custodian, when instructed
to deliver Securities against payment, shall be entitled, if in accordance with
generally accepted market practice, to deliver such Securities prior to actual
receipt of final payment therefor. In any such case, the Trust shall bear the
risk that final payment for such Securities may not be made or that such
Securities may be returned or otherwise held or disposed of by or through the
person to whom they were delivered, and the Custodian shall have no liability
for any of the foregoing.
4.5 Payment for Securities Sold, etc. In its sole discretion and
from time to time, the Custodian may credit the relevant Custody Account, prior
to actual receipt of final payment thereof, with (i) proceeds from the sale of
Securities which it has been instructed to deliver against payment, (ii)
proceeds from the redemption of Securities or other assets of the Trust, and
(iii) income from cash, Securities or other assets of the Trust. Any such
credit shall be conditional upon actual receipt by Custodian of final payment
and may be reversed if final payment is not actually received in full. The
Custodian may, in its sole discretion and from time to time, permit the Trust
to use funds so credited to its Custody Account in anticipation of actual
receipt of final payment. Any such funds shall be repayable immediately upon
demand made by the Custodian at any time prior to the actual receipt of all
final payments in anticipation of which funds were credited to the Custody
Account.
4.6 Advances by Custodian for Settlement. The Custodian may, in
its sole discretion and from time to time, advance funds to the Trust to
facilitate the settlement of a Trust transactions on behalf of a Fund in its
Custody Account. Any such advance shall be repayable immediately upon demand
made by Custodian.
ARTICLE V
REDEMPTION OF TRUST SHARES
5.1 Transfer of Funds. From such funds as may be available for
the purpose in the relevant Custody Account, and upon receipt of Proper
Instructions specifying that the funds are required to redeem Shares of a Fund,
the Custodian shall wire each amount specified in such Proper Instructions to
or through such bank as the Trust may designate with respect to such amount in
such Proper Instructions.
<PAGE> 13
5.2 No Duty Regarding Paying Banks. The Custodian shall not be
under any obligation to effect payment or distribution by any bank designated
in Proper Instructions given pursuant to Section 5.1 above of any amount paid
by the Custodian to such bank in accordance with such Proper Instructions.
ARTICLE VI
SEGREGATED ACCOUNTS
Upon receipt of Proper Instructions, the Custodian shall establish and
maintain a segregated account or accounts for and on behalf of each Fund, into
which account or accounts may be transferred cash and/or Securities, including
Securities maintained in a Depository Account,
(a) in accordance with the provisions of any agreement among the
Trust, the Custodian and a broker-dealer registered under the
1934 Act and a member of the NASD (or any futures commission
merchant registered under the Commodity Exchange Act),
relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities
exchange (or the Commodity Futures Trading commission or any
registered contract market), or of any similar organization
or organizations, regarding escrow or other arrangements in
connection with transactions by the Trust,
(b) for purposes of segregating cash or Securities in connection
with securities options purchased or written by a Fund or in
connection with financial futures contracts (or options
thereon) purchased or sold by a Fund,
(c) which constitute collateral for loans of Securities made by a
Fund,
(d) for purposes of compliance by the Trust with requirements
under the 1940 Act for the maintenance of segregated accounts
by registered investment companies in connection with reverse
repurchase agreements and when-issued, delayed delivery and
firm commitment transactions, and
(e) for other proper corporate purposes, but only upon receipt
of, in addition to Proper Instructions, a certified copy of a
resolution of the Board of Trustees, certified by an Officer,
setting forth the purpose or purposes of such segregated
account and declaring such purposes to be proper corporate
purposes.
ARTICLE VII
CONCERNING THE CUSTODIAN
7.1 Standard of Care. The Custodian shall be held to the exercise of
reasonable care in carrying out its obligations under this Agreement, and shall
be without liability to the Trust for any loss, damage, cost, expense (including
attorneys' fees and disbursements), liability or claim unless such loss,
damages, cost, expense, liability or claim arises from negligence, bad faith or
<PAGE> 14
willful misconduct on its part or on the part of any sub-custodian appointed
pursuant to Section 3.3 above. The Custodian's cumulative liability within a
calendar year shall be limited with respect to the Trust or any party claiming
by, through or on behalf of the Trust for the initial and all subsequent renewal
terms of this Agreement, to the lessor amount of (a) the actual damages
sustained by the Trust, (actual damages for uninvested funds shall be the
overnight Feds fund rate), or (b) to an amount not to exceed one-half of the net
fees paid to the Custodian within the prior three calendar months. The
Custodian shall be entitled to rely on and may act upon advice of counsel on all
matters, and shall be without liability for any action reasonably taken or
omitted pursuant to such advice. The Custodian shall promptly notify the Trust
of any action taken or omitted by the Custodian pursuant to advice of counsel.
The Custodian shall not be under any obligation at any time to ascertain whether
the Trust is in compliance with the 1940 Act, the regulations thereunder, the
provisions of the Trust's charter documents or by-laws, or its investment
objectives and policies as then in effect.
7.2 Actual Collection Required. The Custodian shall not be
liable for, or considered to be the custodian of, any cash belonging to the
Trust or any money represented by a check, draft or other instrument for the
payment of money, until the Custodian or its agents actually receive such cash
or collect on such instrument.
7.3 No Responsibility for title, etc. So long as and to the
extent that it is in the exercise of reasonable care, the Custodian shall not
be responsible for the title, validity or genuineness of any property or
evidence of title thereto received or delivered by it pursuant to this
Agreement.
7.4 Limitation on Duty to Collect. Custodian shall not be
required to enforce collection, by legal means or otherwise, of any money or
property due and payable with respect to Securities held for the Trust if such
Securities are in default or payment is not made after due demand or
presentation.
7.5 Reliance Upon Documents and Instructions. The Custodian
shall be entitled to rely upon any certificate, notice or other instrument in
writing received by it and reasonably believed by it to be genuine. The
Custodian shall be entitled to rely upon any Oral Instructions and/or any
Written Instructions actually received by it pursuant to this Agreement.
7.6 Express Duties Only. The Custodian shall have no duties or
obligations whatsoever except such duties and obligations as are specifically
set forth in this Agreement, and no covenant or obligation shall be implied in
this Agreement against the Custodian.
7.7 Cooperation. The Custodian shall cooperate with and supply
necessary information, by the Trust, to the entity or entities appointed by the
Trust to keep the books of account of the Trust and/or compute the value of the
assets of the Trust. The Custodian shall take all such reasonable actions as
the Trust may from time to time request to enable the Trust to obtain, from
year to year, favorable opinions from the Trust's independent accountants with
respect to the Custodian's activities hereunder in connection with (a) the
preparation of the Trust's report on Form N-1A and Form N-SAR and any other
reports required by the Securities and Exchange Commission, and (b) the
fulfillment by the Trust of any other requirements of the Securities and
Exchange Commission.
<PAGE> 15
ARTICLE VIII
INDEMNIFICATION
8.1 Indemnification. The Trust shall indemnify and hold harmless
the Custodian and any sub-custodian appointed pursuant to Section 3.3 above,
and any nominee of the Custodian or of such sub-custodian from and against any
loss, damage, cost, expense (including attorneys' fees and disbursements),
liability (including, without limitation, liability arising under the
Securities Act of 1933, the 1934 Act, the 1940 Act, and any state or foreign
securities and/or banking laws) or claim arising directly or indirectly (a)
from the fact that Securities are registered in the name of any such nominee,
or (b) from any action or inaction by the Custodian or such sub-custodian (i)
at the request or direction of or in reliance on the advice of the Trust, or
(ii) upon Proper Instructions, or (c) generally, from the performance of its
obligations under this Agreement or any sub-custody agreement with a
sub-custodian appointed pursuant to Section 3.3 above or, in the case of any
such sub-custodian, from the performance of its obligations under such custody
agreement, provided that neither the Custodian nor any such sub-custodian shall
be indemnified and held harmless from and against any such loss, damage, cost,
expense, liability or claim arising from the Custodian's or such
sub-custodian's negligence, bad faith or willful misconduct.
8.2 Indemnity to be Provided. If the Trust requests the
Custodian to take any action with respect to Securities, which may, in the
opinion of the custodian, result in the Custodian or its nominee becoming
liable for the payment of money or incurring liability of some other form, the
Custodian shall not be required to take such action until the Trust shall have
provided indemnity therefor to the Custodian in an amount and form satisfactory
to the Custodian.
ARTICLE IX
FORCE MAJEURE
Neither the Custodian nor the Trust shall be liable for any failure or
delay in performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable control,
including, without limitation, acts of God; earthquakes; fires; floods; wars;
civil or military disturbances; sabotage; strikes; epidemics; riots; power
failures; computer failure and any such circumstances beyond its reasonable
control as may cause interruption, loss or malfunction of utility,
transportation, computer (hardware or software) or telephone communication
service; accidents; labor disputes, acts of civil or military authority;
governmental actions; or inability to obtain labor, material, equipment or
transportation; provided, however, that the Custodian in the event of a failure
or delay shall use its best efforts to ameliorate the effects of any such
failure or delay.
<PAGE> 16
ARTICLE X
EFFECTIVE PERIOD; TERMINATION
10.1 Effective Period. This Agreement shall become effective as
of the date first set forth above and shall continue in full force and effect
until terminated as hereinafter provided.
10.2 Termination. Either party hereto may terminate this
Agreement by giving to the other party a notice in writing specifying the date
of such termination, which shall be not less than ninety (90) days after the
date of the giving of such notice. If a successor custodian shall have been
appointed by the Board of Trustees, the Custodian shall, upon receipt of a
notice of acceptance by the successor custodian, on such specified date of
termination (a) deliver directly to the successor custodian all Securities
(other than Securities held in a Book-Entry System or Securities Depository)
and cash then owned by the Trust and held by the Custodian as custodian, and
(b) transfer any Securities held in a Book-Entry System or Securities
Depository to an account of or for the benefit of the Trust at the successor
custodian, provided that the Trust shall have paid to the Custodian all fees,
expenses and other amounts to the payment or reimbursement of which it shall
then be entitled. Upon such delivery and transfer, the Custodian shall be
relieved of all obligations under this Agreement. The Trust may at any time
immediately terminate this Agreement in the event of the appointment of a
conservator or receiver for the Custodian by regulatory authorities in the
State of Ohio or upon the happening of a like event at the direction of an
appropriate regulatory agency or court of competent jurisdiction.
10.3 Failure to Appoint Successor Custodian. If a successor
custodian is not designated by the Trust on or before the date of termination
specified pursuant to Section 10.1 above, then the Custodian shall have the
right to deliver to a bank or trust company of its own selection, which is (a)
a "Bank" as defined in the 1940 Act, (b) has aggregate capital, surplus and
undivided profits as shown on its then most recent published report of not less
than $25 million, and (c) is doing business in New York, New York, all
Securities, cash and other property held by Custodian under this Agreement and
to transfer to an account of or for the Trust at such bank or trust company all
Securities of the Trust held in a Book-Entry System or Securities Depository.
Upon such delivery and transfer, such bank or trust company shall be the
successor custodian under this Agreement and the Custodian shall be relieved of
all obligations under this Agreement. If, after reasonable inquiry, Custodian
cannot find a successor custodian as contemplated in this Section 10.3, then
Custodian shall have the right to deliver to the Trust all Securities and cash
then owned by the Trust and to transfer any Securities held in a Book-Entry
System or Securities Depository to an account of or for the Trust. Thereafter,
the Trust shall be deemed to be its own custodian with respect to the Trust and
the Custodian shall be relieved of all obligations under this Agreement.
<PAGE> 17
ARTICLE XI
COMPENSATION OF CUSTODIAN
The Custodian shall be entitled to compensation as agreed upon from
time to time by the Trust and the Custodian. The fees and other charges in
effect on the date hereof and applicable to the Funds are set forth in Exhibit
B attached hereto.
ARTICLE XII
LIMITATION OF LIABILITY
The Trust is a business trust organized under Massachusetts Law under
a Declaration of Trust, to which reference is hereby made a copy of which is on
file at the office of the Secretary of State of Massachusetts required by law,
and to any and all amendments thereto so filed or hereafter filed. The
obligations of the Trust entered into in the name of the Trust or on behalf
thereof by any of the Trustees, officers, employees or agents are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, officers, employees, agents or shareholders of the Trust or the Funds
personally, but bind only the assets of the Trust, and all persons dealing with
any of the Funds of the Trust must look solely to the assets of the Trust
belonging to such Fund for the enforcement of any claims against the Trust.
ARTICLE XIII
NOTICES
Unless otherwise specified herein, all demands, notices, instructions,
and other communications to be given hereunder shall be in writing and shall be
sent or delivered to The receipt at the address set forth after its name herein
below:
To the Trust: IMPACT Management Investment Trust
1875 Ski Time Square Drive, Suite One
Steamboat Springs, Colorado 80487
Attn: Charles R. Clark
Telephone: (970) 879-1189
Facsimile: (970) 879-1272
To the Custodian: The Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn: Area Manager - Trust Operations
Telephone: (513) 579-5300
Facsimile: (513) 579-4312
or at such other address as either party shall have provided to the other by
notice given in accordance with this Article XIII. Writing shall include
transmission by or through teletype, facsimile, central processing unit
connection, on-line terminal and magnetic tape.
<PAGE> 18
ARTICLE XIV
MISCELLANEOUS
14.1 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio.
14.2 References to Custodian. The Trust shall not circulate any
printed matter which contains any reference to Custodian without the prior
written approval of Custodian, excepting printed matter contained in the
prospectus or statement of additional information or its registration statement
for the Trust and such other printed matter as merely identifies Custodian as
custodian for the Trust. The Trust shall submit printed matter requiring
approval to Custodian in draft form, allowing sufficient time for review by
Custodian and its counsel prior to any deadline for printing.
14.3 No Waiver. No failure by either party hereto to exercise and no
delay by such party in exercising, any right hereunder shall operate as a waiver
thereof. The exercise by either party hereto of any right hereunder shall not
preclude the exercise of any other right, and the remedies provided herein are
cumulative and not exclusive of any remedies provided at law or in equity.
14.4 Amendments. This Agreement cannot be changed orally and no
amendment to this Agreement shall be effective unless evidenced by an
instrument in writing executed by the parties hereto.
14.5 Counterparts. This Agreement may be executed in one or more
counterparts, and by the parties hereto on separate counterparts, each of which
shall be deemed an original but all of which together shall constitute but one
and the same instrument.
14.6 Severability. If any provision of this Agreement shall be
invalid, illegal or unenforceable in any respect under any applicable law, the
validity, legality and enforceability of the remaining provisions shall not be
affected or impaired thereby.
14.7 Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that this Agreement shall not be
assignable by either party hereto without the written consent of the other
party hereto.
14.8 Headings. The headings of sections in this Agreement are for
convenience of reference only and shall not affect the meaning or construction
of any provision of this Agreement.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
<PAGE> 19
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed and delivered in its name and on its behalf by its
representatives thereunto duly authorized, all as of the day and year first
above written.
ATTEST: IMPACT MANAGEMENT INVESTMENT TRUST
/s/ Allen L. Zeolla By: /s/ Charles R. Clark
- -------------------------- --------------------------------
Allen L. Zeolla, Secretary Charles R. Clark, Chairman
ATTEST: THE FIFTH THIRD BANK
/s/ Kerri Boyle By: /s/ Tracie Hoffman
- -------------------------- --------------------------------
Tracie Hoffman,
Assistant Vice President
<PAGE> 20
Dated: June ___, 1997
EXHIBIT A
TO THE CUSTODY AGREEMENT BETWEEN
IMPACT MANAGEMENT INVESTMENT TRUST
AND THE FIFTH THIRD BANK
JUNE ___, 1997
Name of Fund Date
------------ ----
Impact Management Growth Portfolio (a portfolio June ___, 1997
of Impact Management Investment Trust
IMPACT MANAGEMENT INVESTMENT TRUST
By: /s/ Charles R. Clark
------------------------------
Charles R. Clark, Chairman
THE FIFTH THIRD BANK
By: /s/ Tracie Hoffman
------------------------------
Tracie Hoffman
Assistant Vice President
<PAGE> 21
Dated: June ___, 1997
EXHIBIT B
TO THE CUSTODY AGREEMENT BETWEEN
IMPACT MANAGEMENT INVESTMENT TRUST
AND THE FIFTH THIRD BANK
JUNE ___, 1997
AUTHORIZED PERSONS
Set forth below are the names and specimen signatures of the persons
authorized by the Trust to Administer each Custody Account.
IMPACT MANAGEMENT GROWTH PORTFOLIO
Name Signature
---- ---------
Charles R. Clark /s/ Charles R. Clark
- ------------------- ------------------------
- ------------------- ------------------------
- ------------------- ------------------------
- ------------------- ------------------------
- ------------------- ------------------------
<PAGE> 22
SIGNATURE RESOLUTION
RESOLVED, That all of the following officers of Impact Management Investment
Trust and any of them, namely the Chairman, President, Vice President,
Secretary and Treasurer, are hereby authorized as signers for the conduct of
business for an on behalf of the Funds with THE FIFTH THIRD BANK:
<TABLE>
<S> <C> <C>
Charles R. Clark CHAIRMAN /s/ Charles R. Clark
- ------------------- ------------------------ ------------------------
Ronald A. Stiller PRESIDENT /s/ Ronald A. Stiller
- ------------------- ------------------------ ------------------------
VICE PRESIDENT
- ------------------- ------------------------ ------------------------
VICE PRESIDENT
- ------------------- ------------------------ ------------------------
VICE PRESIDENT
- ------------------- ------------------------ ------------------------
VICE PRESIDENT
- ------------------- ------------------------ ------------------------
Allen L. Zeolla TREASURER /s/ Allen L. Zeolla
- ------------------- ------------------------ ------------------------
Allen L. Zeolla SECRETARY /s/ Allen L. Zeolla
- ------------------- ------------------------ ------------------------
</TABLE>
In addition, the following Assistant Treasurer is authorized to sign on behalf
of the Trust for the purpose of effecting securities transactions:
<TABLE>
<S> <C> <C>
ASSISTANT
- -------------------- TREASURER ------------------------
</TABLE>
The undersigned officers of between IMPACT MANAGEMENT INVESTMENT TRUST certify
that the foregoing is within the parameters of a Resolution adopted by Trustees
of the Trust in a meeting held June ___, 1997, directing and authorizing
preparation of documents and to do everything necessary to effect the Custody
Agreement between IMPACT MANAGEMENT INVESTMENT TRUST and THE FIFTH THIRD BANK.
IMPACT MANAGEMENT INVESTMENT TRUST
By: /s/ Charles R. Clark
------------------------------
Charles R. Clark, Chairman
By: /s/ Allen L. Zeolla
------------------------------
Allen L. Zeolla, Secretary
<PAGE> 23
FIFTH THIRD BANK
MUTUAL FUND CUSTODY FEE SCHEDULE
IMPACT MANAGEMENT INVESTMENT TRUST
[PER UNIT FEE]
I Basic Per Account Fee
<TABLE>
<CAPTION>
Annual Asset Based Fees
------------------------------------------------------------
<S> <C>
Under $25 Million 1 bp
------------------------------------------------------------
$25 - $100 Million .75 bp
------------------------------------------------------------
$100 - $200 Million .5 bp
------------------------------------------------------------
Over $200 Million .25 bp
------------------------------------------------------------
Minimum $ 2,400.00
------------------------------------------------------------
</TABLE>
II Security Transaction Fees
<TABLE>
<S> <C>
------------------------------------------------------------
DTC/Fed Eligible $ 9.00
------------------------------------------------------------
Physical $ 25.00
------------------------------------------------------------
Amortized Securities $ 25.00
------------------------------------------------------------
Options $ 25.00
------------------------------------------------------------
Mutual Funds $ 15.00
------------------------------------------------------------
Foreign - Euroclear & Cedel $ 50.00
------------------------------------------------------------
Foreign - Other TBD
------------------------------------------------------------
</TABLE>
III Systems
<TABLE>
<S> <C>
------------------------------------------------------------
Automated Securities Workstation $ 50.00
$200.00 Initial Setup
------------------------------------------------------------
Mainframe-To-Mainframe $ 150.00
$200.00 Initial Setup
------------------------------------------------------------
ACCESS Single Account $ 50.00
Multiple Accounts $ 100.00
------------------------------------------------------------
</TABLE>
IV Miscellaneous Fees
<TABLE>
<S> <C>
------------------------------------------------------------
Principal & Interest Collection
(on amortized securities) $ 5.00
------------------------------------------------------------
Per additional issue for repo collateral $ 5.00
------------------------------------------------------------
Voluntary Corporate Actions $ 25.00
------------------------------------------------------------
Wire Transfers (In/Out) $ 7.00
------------------------------------------------------------
Check Requests $ 6.00
------------------------------------------------------------
Automated Asset Reconciliation $ 25.00
------------------------------------------------------------
Escrow Receipt $ 5.00
------------------------------------------------------------
Special Services - per hr. fee $ 75.00
------------------------------------------------------------
Overnight Packages $ 8.00
------------------------------------------------------------
Other TBD
------------------------------------------------------------
</TABLE>
* Fifth Third would like to offer Impact Management Investment Trust a
discount of 30% for the first year of operation, followed by 20%
during the second year. Standard pricing would go into effect during
Impact Management Investment Trust's third year of operation. The
above discount is offered in conjunction with a 3 year service
agreement.
<PAGE> 1
EXHIBIT 10
PLUMMER, BEAMAN
& DeWALT, L.L.P.
June 26, 1997
Impact Management Investment Trust
1875 Ski Time Square Drive, Suite One
Steamboat Springs, CO 80487
Dear Sirs:
We are counsel for Impact Management Investment Trust, a Massachusetts
trust company (the "Company"), and have acted as such in connection with the
proposed sale by the Company of shares of its shares of beneficial interest
(the "Shares"). This opinion is furnished in connection with the filing by the
Company of its Initial Registration Statement on Form N1-A dated February 20,
1997, as amended by Pre-Effective Amendment No. 1 filed May 6, 1997, and
Pre-Effective Amendment No. 2, filed on even date herewith (collectively, the
"Registration Statement") under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, relating to the proposed sale. We
have examined such public and corporate records and documents and such questions
of law, and have made such other investigations, as we deemed appropriate for
purposes of this opinion.
Based upon the foregoing, we are pleased to advise you that, in our
opinion, the Shares, upon issuance and delivery and payment therefor in the
manner described in the Registration Statement, will be duly authorized,
validly issued, fully paid and non-assessable.
In rendering the foregoing opinion, we have not examined the laws of
any jurisdiction other than the laws of the Commonwealth of Massachusetts and
the federal laws of the United States of America and the foregoing opinion is
limited to such laws. This firm is not admitted to practice in the
Commonwealth of Massachusetts and is therefor not expert in its laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm as counsel to the Trust
on the back cover of the Prospectus.
Very truly yours,
/s/ Plummer, Beaman & DeWalt, L.L.P.
Thirty-eighth Floor Gulf Tower 707 grant Street
Pittsburgh, Pennsylvania 15219-1913
Telephone (412) 566-1600 Telecopier (412) 261-6040
<PAGE> 1
EXHIBIT 11
ARTHUR F. BELL, JR. & ASSOCIATES, L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS
(410) 821-8000
FAX (410) 321-8359
Member: Heaver Plaza
American Institute of Certified Public Accountants Suite 200
SEC Practice Section 1301 York Road
Maryland Association of Certified Lutherville, Maryland 21093
Public Accountants
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the inclusion in Pre-Effective Amendment No. 2 and Amendment No.
2 to the Registration Statement of Impact Management Investment Trust on Form
N-1A of our report dated June 20, 1997 on our audit of the statement of net
assets of Impact Management Growth Portfolio (a series of Impact Management
Investment Trust) as of June 19, 1997 and to the references to our firm under
the caption "Independent Auditors" included in the Prospectus.
/s/ Arthur F. Bell, Jr. & Associates, L.L.C.
--------------------------------------------
ARTHUR F. BELL, JR. & ASSOCIATES, L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS
Lutherville, Maryland
June 26, 1997
<PAGE> 1
EXHIBIT 13
JORDAN AMERICAN HOLDINGS, INC.
Investment Management (NASDAQ: JAHI)
June 26, 1997
Ronald A. Stiller, President
IMPACT Management Investment Trust
1875 Ski Time Square Drive, Suite One
Steamboat Springs, CO 80487
Re: Initial Investment in IMPACT Management Investment Trust
Dear Mr. Stiller:
This letter is to confirm that Jordan American Holdings, Inc. has made
the initial investment of $100,000.00 in IMPACT Management Growth Portfolio, a
portfolio of IMPACT Management Investment Trust. Such investment has been made
upon receipt of notice from the Trust that it is ready to accept same. Such
shares shall be held for investment purposes, without present intent to redeem
same.
Very truly yours,
/s/ W. Neal Jordan
---------------------
W. Neal Jordan
EQUITY ASSETS MANAGEMENT * MANAGEMENT SECURITIES, INC.
1875 SKI TIME SQUARE DRIVE * SUITE ONE * STEAMBOAT SPRINGS, CO 80487
970-879-1189 * 800-879-1189 * FAX 970-879-1272
