As filed with the Securities and Exchange Commission on January 9, 1998
1933 Act Registration No. 333-22095
1940 Act Registration No. 8118065
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 1
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 3
(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)
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)
XX on January 10, 1998 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)
on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
this post-effective amendment designates a new effective date for
a previously filed post-effective amendment
<PAGE>
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 Financial Highlights
4. General Description Trust Information, The Trust
5. Management of the Fund Trust Information
5A. Management's Discussion of Performance Advertising
Fund Performance
6. Capital Stock and Other Securities The Trust
7. Purchase of Securities Being Offered How to Purchase Shares
8. Redemption or Repurchase How to Redeem Shares
9. Legal Proceedings Inapplicable
<PAGE>
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
Location in Statement of
Item Number 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 Objectives and
Policies; Types of Investments
14. Management of the Fund Impact Management Investment
Trust Management
15. Control Persons and Principal Holders Impact Management Investment
of Securities 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 Purchasing Net Asset Value; Redeeming
Shares; Determining Prices of Shares
Securities Being Offered
20. Tax Status Tax Status
21. Underwriters Principal Distributor
22. Calculation of Performance Data Total Return; Yield;
Performance Comparisons
23. Financial Statements Financial Statements
<PAGE>
PROSPECTUS
January 10, 1998
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT Management Growth Portfolio
1-888-467-2284
(Toll Free)
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.
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 January 10, 1998, 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.
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.
<PAGE>
CONTENTS
<TABLE>
<S> <C>
SUMMARY OF FUND EXPENSES 1
GENERAL INFORMATION 2
FINANCIAL HIGHLIGHTS 2
INVESTMENT INFORMATION 2
Investment Objective 2
Investment Policies 3
Portfolio Turnover 4
Temporary Defensive Positions 4
Risk factors 5
Investment Limitations 6
NET ASSET VALUE 7
HOW TO PURCHASE SHARES 7
Investing in the Portfolio 7
Minimum Investment Required 8
Shareholder Inquiries and Services 8
Certificates and Confirmations 8
Dividends and Distributions 9
HOW TO REDEEM SHARES 9
Accounts With Low Balances 10
TRUST INFORMATION 10
Management of the Trust 10
Distribution of Shares 11
Administration of the Trust 11
Expenses of the Trust 12
Brokerage Transactions 12
THE TRUST 12
General Information 12
Voting Rights 12
Massachusetts Partnership Law 13
TAX INFORMATION 13
Federal Income Tax 13
PERFORMANCE ADVERTISING 15
</TABLE>
<PAGE>
SUMMARY OF FUND EXPENSES
<TABLE>
<S> <C>
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
Estimated Annual Fund Operating Expenses
(as a percentage of average net assets)
Management Fees 2.25%
12b-1 Fees None
Other Expenses 0.22%
Administrative Fees** 0.22%
Total Fund Operating Expenses 2.47%
</TABLE>
__________________
* 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.
** The Administration Fee is an annual fee of $165 per account. Because it
is not yet possible to accurately predict the number of accounts, 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 Portfolio shareholder.
However, because the Portfolio is new, 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 estimates for the
current fiscal year ending on September 30, 1998.
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
$188.06 $567.72
For purposes of the following example, the fixed annual administration fee
has been prorated to reflect that the minimum investment in the Portfolio is
$5,000. Therefore, only one-fifth ($1,000/$5,000) of the administration fee
has been applied in calculating the estimated expenses below.
1 Year 3 Years
$56.06 $171.72
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.
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.
Subsequent investments must be in amounts of at least $1,000. 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 15222, or by calling
toll-free 1-888-467-2284.
<PAGE>
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
For the Period June 17, 1997 (commencement of operations)
to September 30, 1997
<TABLE>
<S> <C>
Per Share Data*
Investment income $ .01
Expenses (.01)
Net investment income (loss) .00
Distributions from net investment income .00
Net realized and unrealized (loss) on investments (.08)
Distributions from realized gains on investments .00
Net decrease in net asset value (.08)
Net asset value:
Beginning of period 10.00
End of period $ 9.92
Ratios and Supplemental Data
Total return (not annualized)# (0.80)%
Ratio of expenses to average net assets+# 2.25%
Ratio of net investment income to average net assets+# 0.00%
Portfolio turnover rate 0.00%
Average commission rate paid $ .1437
Net assets, end of period $501,758
Shares of beneficial interest outstanding, end of period 50,567
Number of shareholder accounts, end of period 17
</TABLE>
_____________________
* Selected data for a share of beneficial interest outstanding throughout
the period.
+ Annualized.
# Excludes administrative fee charged directly to shareholder accounts
(see Note 4 to financial statements).
See accompanying notes to financial statements.
<PAGE>
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 larger 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 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 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 of Trustees.
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.
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 duplication of such 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; bankers'
acceptances issued by banks or savings and loan associations having net
assets of at least $500 million as stated in 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 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 that 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.
INVESTMENT LIMITATIONS
The investment objectives of the Portfolio and certain investment
limitations set forth herein and in the Trust's 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 Portfolio's outstanding shares.
The Portfolio may not:
- - 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
- - sell securities short.
Notwithstanding the foregoing, the Portfolio may borrow up to one-third of
the value of its assets from banks 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 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:
- - 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;
- - 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;
- - 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
- - invest more than 5% of its total net assets in warrants.
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
the 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 (the "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 when the Exchange is closed: New Year's Day, Martin
Luther King Jr's Birthday, 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 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 IMPACT Financial Network,
Inc. ("IFN") (formerly known as Management Securities, Inc.), the
Portfolio's principal distributor, or through IFN directly. IFN is a
wholly-owned subsidiary of Jordan American Holdings, Inc., the Portfolio's
Advisor.
No sales load is imposed upon a purchase of Shares made directly through IFN
nor through any dealer which has entered into a dealers agreement with IFN.
Likewise, no load will be imposed upon Shares purchased through bank trust
departments, investment advisors registered under the Investment Advisers
Act of 1940, as amended, or retirement plans where the third party
administrator has entered into certain arrangements with IFN. 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.
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
$1,000. 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.
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 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 Transfer
Agent, or a redemption payable other than to the shareholder of record must
have signatures on written redemption requests guaranteed by:
- - 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");
- - a member of the New York, American, Boston, Midwest, or Pacific Stock
Exchange;
- - 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
- - 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 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. Pursuant to the investment advisory
contract, 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 principal 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 $83 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. The following
persons are responsible for the day-to-day management of the Portfolio's
investments:
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.
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
IMPACT Financial Network, Inc. ("IFN") is the principal distributor for
Shares of the Trust. IFN 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, (the
"Administrator") provides administrative personnel and services (including
financial reporting services) necessary to operate the Trust. The
Administrator 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 the Administrator from its administrative services fee.
TRANSFER AGENT AND DIVIDENT DISBURSING AGENT
The Administrator also serves as transfer agent and dividend disbursing
agent for the Shares of the Trust. The Administrator provides these
services for an annual fee which is included in the fee paid to the
Administrator 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 paid to 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 the Administrator 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 of brokerage transactions will be effected through IFN, the Trust's
Distributor and a wholly-owned subsidiary of the Advisor. IFN will receive
fees for effecting securities transactions.
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 that 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.
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.
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.
<PAGE>
IMPACT MANAGEMENT INVESTMENT TRUST
Impact Management Growth Portfolio
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
IMPACT Financial Network, 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
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
STATEMENT OF ADDITIONAL INFORMATION
January 10, 1998
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 January 10,
1998. 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.
<TABLE>
TABLE OF CONTENTS
<S> <C>
GENERAL INFORMATION ABOUT THE TRUST 1
INVESTMENT OBJECTIVE AND POLICIES 1
TYPES OF INVESTMENTS 1
Restricted Securities 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>
GENERAL INFORMATION ABOUT THE TRUST
Impact Management Growth Portfolio (the "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 such 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:
- - 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
- - 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:
- - the full faith and credit of the U.S. Treasury;
- - the issuer's right to borrow from the U.S. Treasury;
- - the discretionary authority of the U.S. government to purchase certain
obligations of agencies or instrumentalities; or
- - 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:
- - Federal Farm Credit Banks;
- - Federal Home Loan Banks;
- - Federal National Mortgage Association;
- - Student Loan Marketing Association; and
- - 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.
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. Portfolio turnover for the period June 17, 1997
(commencement of operations) to September 30, 1997 was 0%.
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.
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
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
Address: 1875 Ski Time Square Drive, Suite One
Steamboat Springs, Colorado 80487
Position: Chairman of the Board of Trustees
Occupation: Chief Executive 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
Address: Arrott Building, Third Floor
401 Wood Street
Pittsburgh, PA 15219
Position: Trustee and President
Occupation: Founder and President of IMPACT Financial Networks 1995-1997;
Member of the Board of Directors of Jordan American Holdings,
Inc. since 1996. Previously, he was the director of marketing
for Security Financial, Inc. from 1990-1995.
Name: Oleen Eagle
Birthdate: September 28, 1930
Address: 3215 Chestnut Street
Murrysville, PA 15668
Position: 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
Address: 820 Pine Hollow Road
McKees Rocks, PA 15136
Position: 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 F. Agostin Actuarial Services from
1991-1993.
Name: Allen L. Zeolla*
Birthdate: June 19, 1958
Address: Arrott Building, Third Floor
401 Wood Street
Pittsburgh, PA 15219
Position: Treasurer and Secretary
Occupation: Financial Consultant, insurance and investment planning
services since 1994; previously, served as Service Department
Manager for Conco from 1990-1995.
* An "interested person" of the Trust, as defined in the Investment Company
Act of 1940, as amended.
TRUST OWNERSHIP
As of December 10, 1997, officers and Trustees of the Trust owned
individually and together less than 1% of the Trust's outstanding Shares.
As of December 10, 1997, the following persons owned beneficially more than
5% of the outstanding voting shares of the Portfolio: The Grzelewski Family
Trust, North Huntingdon, PA (6%); Thelma D. Schaeffer, Pittsburgh, PA (9%).
TRUSTEES' AND OFFICERS' COMPENSATION
Trustees and Officers do 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. During the fiscal year ended September 30, 1997, the Trust paid
the Adviser $503 for advisory services on behalf of the Portfolio.
DISTRIBUTION OF SHARES
IMPACT Financial Network, Inc. (the "Distributor") is the principal
distributor for Shares of the Trust. The Distributor is located at 1875 Ski
Time Square Drive, Suite One, Steamboat Springs, CO 80487. It is a Florida
corporation and is a subsidiary of the Advisor. The Distributor's fees will
be paid by the Administrator from its administrative services fees. For the
period June 17, 1997 (commencement of operations) to September 30, 1997, the
Distributor received no fee for distribution services to the Portfolio.
ADMINISTRATIVE SERVICES, TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT
IMPACT Management Services, Inc., (the "Administrator") provides
administrative services to the Trust. The Administrator also serves as
transfer agent and dividend disbursing agent for the Trust. The fee paid to
the Administrator for administrative, transfer agent and dividend disbursing
agent services is $165.00 per account, per year. Total fees charged to
shareholder accounts for the period June 17, 1997 (commencement of
operations) to September 30, 1997 amount to $114 per account.
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:
- - advice as to the advisability of investing in securities;
- - security analysis and reports;
- - economic studies;
- - industry studies;
- - receipt of quotations for portfolio evaluations; 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 the Portfolio's brokerage
transactions will be effected by IMPACT Financial Network, Inc., the Trust's
Distributor and a wholly-owned subsidiary of the Advisor. For the period
June 17, 1997 (commencement of operations) to September 30, 1997, the
aggregate amount of commissions paid by the Trust to the Distributor was
$1,875, representing 100% of total commissions paid by the Trust during that
period.
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."
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:
- - for securities listed on a national securities exchange, according to the
last sale price on a national securities exchange, if available;
- - in the absence of recorded sales for a listed security, according to the
mean between the last closing bid and asked prices;
- - 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
- - 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 of 1986, 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:
- - derive at least 90% of its gross income from dividends, interest, and
gains from the sale of securities;
- - invest in securities within certain statutory limits; and
- - 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.
Average annual total return quotations used in the Portfolio's advertising
and promotional materials are calculated according to the following formula:
P(1 + T)^n = ERV
Where P equals a hypothetical initial payment of $1000; T equals average
annual total return; n equals the number of years; and ERV equals the ending
redeemable value at the end of the period of a hypothetical $1000 payment
made at the beginning of the period.
Under the foregoing formula, the time periods used in advertising will be
based on rolling calendar quarters, updated to the last day of the most
recent quarter prior to submission of the advertising for publication.
Average annual total return, or "T" in the above formula, is computed by
finding the average annual compounded rates of return over the period that
would equate the initial amount invested to the ending redeemable value.
Average annual total return assumes the reinvestment of all dividends and
distributions. Average annual total return for the period June 17, 1997
(commencement of operations) to September 30, 1997 was (.80)%.
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.
Annualized yield quotations used in the Portfolio's advertising and
promotional materials are calculated by dividing the Portfolio's interest
income for a specified thirty-day period, net of expenses, by the average
number of shares outstanding during the period, and expressing the result as
an annualized percentage (assuming semi-annual compounding) of the net asset
value per share at the end of the period. Yield quotations are calculated
according to the following formula:
YIELD = 2 [((a-b)/cd + 1)^6 - 1]
Where "a" equals dividends and interest earned during the period; "b" equals
expenses accrued for the period, net of reimbursements; "c" equals the
average daily number of shares outstanding during the period that are
entitled to receive dividends and "d " equals the maximum offering price per
share on the last day of the period.
Except as noted below, in determining net investment income earned during
the period ("a" in the above formula), the Portfolio calculates interest
earned on each debt obligation held by it during the period by (1) computing
the obligation's yield to maturity, based on the market value of the
obligation (including actual accrued interest) on the last business day of
the period or, if the obligation was purchased during the period, the
maturity by 360 and multiplying the resulting quotient by the market value
of the obligation (including actual accrued interest). Once interest earned
is calculated in this fashion for each debt obligation held by the
Portfolio, net investment income is then determined by totaling all such
interest earned.
For purposes of these calculations, the maturity of an obligation with one
or more call provisions is assumed to be the next date on which the
obligation reasonably can be expected to be called or, if none, the maturity
date. For the 30-day period ended 9/30/97, the yield of the Portfolio was
0%.
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:
- - portfolio quality;
- - average portfolio maturity;
- - type of instruments in which the portfolio is invested;
- - changes in interest rates and market value of portfolio securities;
- - changes in the Portfolio's expenses; 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.
FINANCIAL STATEMENTS
The audited financial statements and financial highlights of the Portfolio
for the fiscal period from June 17, 1997 (commencement of operations) to
September 30, 1997, as set forth in the Trust's annual report to
shareholders, and the report thereon of Arthur F. Bell, Jr. & Associates,
L.L.C., independent accountants, are set forth on the following pages.
<PAGE>
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
For the Period June 17, 1997 (commencement of operations)
to September 30, 1997
</TABLE>
<TABLE>
<S> <C>
Per Share Data*
Investment income $ .01
Expenses (.01)
Net investment income (loss) .00
Distributions from net investment income .00
Net realized and unrealized (loss) on investments (.08)
Distributions from realized gains on investments .00
Net decrease in net asset value (.08)
Net asset value:
Beginning of period 10.00
End of period $ 9.92
Ratios and Supplemental Data
Total return (not annualized)# (0.80)%
Ratio of expenses to average net assets+# 2.25%
Ratio of net investment income to average net assets+# 0.00%
Portfolio turnover rate 0.00%
Average commission rate paid $ .1437
Net assets, end of period $501,758
Shares of beneficial interest outstanding, end of period 50,567
Number of shareholder accounts, end of period 17
</TABLE>
_____________________
* Selected data for a share of beneficial interest outstanding throughout
the period.
+ Annualized.
# Excludes administrative fee charged directly to shareholder accounts
(see Note 4 to financial statements).
See accompanying notes to financial statements.
<PAGE>
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
September 30, 1997
<TABLE>
<S> <C>
ASSETS
Investments in securities, at value - identified cost $165,424 $162,753
Cash 294,829
Receivable for shares of beneficial interest sold 44,793
Total assets 502,375
LIABILITIES
Investment advisory fee payable 503
Administrative fee payable 114
Total liabilities 617
NET ASSETS $501,758
NET ASSETS CONSIST OF:
Accumulated net investment income (loss) $ (17)
Accumulated net realized gain (loss) 0
Unrealized depreciation of investments (2,671)
Paid-in capital applicable to 50,567 no par value shares of
beneficial interest outstanding; unlimited number of
shares authorized 504,446
NET ASSETS $501,758
NET ASSET VALUE PER SHARE $ 9.92
</TABLE>
See accompanying notes to financial statements.
<PAGE>
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS IN SECURITIES
September 30, 1997
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Common Stocks - 32.4%
Computers and Technology - 11.3%
Compaq Computer Corp.* 90 $ 6,728
Dell Computer Corp.* 70 6,781
Intergraph Corp.* 2,000 21,750
Summit Technology Inc.* 2,000 14,750
Sun Microsystems Inc.* 140 6,554
Communications - 7.0%
Associated Group Inc. - Class A* 180 12,690
Scientific Atlanta Inc. 1,000 22,625
Medical - 7.0%
Interneuron Pharmaceuticals* 1,600 19,200
Vivus Inc.* 420 15,750
Restaurants - 4.8%
Nathans Famous Inc.* 6,000 24,375
Other - 2.3%
Harris & Harris Group Inc.* 3,300 11,550
Total investments in securities - 32.4% of net
assets (cost $165,424) $162,753
</TABLE>
_____________________
* Non-income producing security
See accompanying notes to financial statements.
<PAGE>
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
For the Period June 17, 1997 (commencement of operations)
to September 30, 1997
<TABLE>
<S> <C>
Investment income
Interest $ 486
Expenses
Investment advisory fee 503
Net investment income (loss) (17)
Unrealized depreciation of investments (2,671)
Net (decrease) in net assets resulting from operations $(2,688)
</TABLE>
See accompanying notes to financial statements.
<PAGE>
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
For the Period June 17, 1997 (commencement of operations)
to September 30, 1997
<TABLE>
<S> <C>
Increase (Decrease) in Net Assets
Operations
Net investment income (loss) $ (17)
Unrealized depreciation of investments (2,671)
(Decrease) in net assets resulting from operations (2,688)
Beneficial interest share transactions
Shares sold (50,579 shares) 504,560
Shares redeemed (12 shares) (114)
Increase in net assets from share transactions 504,446
Total increase in net assets 501,758
Net assets
Beginning of period 0
End of period $501,758
</TABLE>
See accompanying notes to financial statements.
<PAGE>
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
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. The Trust is registered
under the Investment Company Act of 1940 as a diversified, open-end
management investment company. Impact Management Growth Portfolio (the
"Fund") is the initial Series of the Trust. The Trust commenced operations
on June 17, 1997 with 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. The Trust
commenced investing in securities on September 16, 1997.
The Trust's fiscal year end is September 30th of each year.
B. Security Valuation
Investments in securities traded on a national securities exchange (or
reported on the NASDAQ national market) are stated at the last reported sales
price on the day of valuation.
C. Method of Reporting
The financial statements are presented in accordance with generally
accepted accounting principles, which require the use of certain estimates
made by the Fund's management. The Fund follows industry practice and
records security transactions on the trade date. Realized gains and losses
are reported on the identified cost basis. Dividend income is recognized on
the ex-dividend date, and interest income is recorded on the accrual basis.
D. Income Taxes
The Fund's policy is to comply with the requirements of the Internal
Revenue Code that are applicable to regulated investment companies and to
distribute all its taxable income to its shareholders. Therefore, no federal
or state income tax provision is required.
<PAGE>
Note 2. INVESTMENT TRANSACTIONS
Purchases of investment securities during the period were $165,424 with
no sales of investment securities occurring. At September 30, 1997, the
aggregate cost of investments for federal income tax and financial reporting
purposes was $165,424 and net unrealized depreciation aggregated $2,671, of
which $3,041 related to appreciated investments and $5,712 to depreciated
investments.
Note 3. INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES
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 Investment Advisor receives an annual investment advisory fee
equal to 2.25% of the Fund's average daily net assets. The investment
advisory fee, which may be voluntarily waived in whole or in part by the
Investment Advisor, is paid on a monthly basis. Certain officers of the
Trust and members of the Board of Trustees are also officers and directors of
the Investment Advisor.
A wholly-owned subsidiary of the Investment Advisor, Impact Financial
Network, Inc., a broker and dealer in securities registered with the
Securities and Exchange Commission, earned brokerage fees on the Fund's
purchases of investment securities aggregating approximately $1,500 for the
period June 17, 1997 (commencement of operations) to September 30, 1997.
Note 4. ADMINISTRATIVE SERVICES
The Trust has entered into an administrative services agreement with
Impact Management Services, Inc. (the "Administrator"). Under the agreement,
the Administrator provides administrative personnel and services necessary to
operate the Fund and provides transfer agent and dividend disbursing agent
services. The Administrator bears substantially all operating expenses of
the Fund, excluding brokerage fees, interest charges and taxes. For these
services, the Administrator is paid a fee of $165.00 per account, per year.
One twelfth of the annual fee paid to the Administrator is charged to
shareholder accounts at each month end as a redemption of shares of
beneficial interest. Total fees charged to shareholder accounts amounted to
$114 for the period June 17, 1997 (commencement of operations) to
September 30, 1997.
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Shareholders and Board of Trustees
Impact Management Investment Trust
Impact Management Growth Portfolio
We have audited the accompanying statement of assets and liabilities of
Impact Management Growth Portfolio (the "Fund"), a Series of Impact
Management Investment Trust, including the schedule of investments in
securities, as of September 30, 1997, and the related statements of
operations, changes in net assets, and the financial highlights for the
period June 17, 1997 (commencement of operations) to September 30, 1997.
These financial statements and financial highlights are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights 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 financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of September 30, 1997, by correspondence with the
custodian. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Impact Management Growth Portfolio, a Series of Impact Management Investment
Trust, as of September 30, 1997, and the results of its operations, the
changes in its net assets and the financial highlights for the period
June 17, 1997 (commencement of operations) to September 30, 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
November 20, 1997
<PAGE>
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:
Financial Highlights for the period June 17, 1997 to September 30, 1997.
(ii) Financial Statements included in Part B of the Registration Statement:
Audited Financial Statements for the period June 17, 1997 to September 30,
1997.
(b) Exhibits
1. Declaration of Trust dated December 18, 1996*
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 and Consent of Counsel**
11. Consent of Independent Auditors - filed herewith
12. Inapplicable
13. Subscription Agreement **
14. Inapplicable
15. Inapplicable
16. Schedule for computation of performance data - filed herewith
17. Financial Data Schedule - filed herewith
18. Inapplicable
19. Power of Attorney*
* Incorporated by reference to the Trust's Registration Statement on Form
N-1A, which was filed via EDGAR on February 18, 1997.
** Incorporated by reference to Pre-Effective Amendment No. 2 which was
filed via EDGAR on June 26, 1997.
Item 25. Persons Controlled by or Under Common Control with Registrant
Inapplicable
Item 26. Number of Holders of Securities
As of December 10, 1997, there were 72 holders 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
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.
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 IMPACT Financial Network, Inc., the principal distributor for
the Trust, and the Impact Management Growth Portfolio:
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
W. Neal Jordan President/Chief Investment None
1875 Ski Time Square Drive Officer/Director
Suite One
Steamboat Springs, CO 80487
Charles R. Clark Senior Vice-President/ Director/Trustee
1875 Ski Time Square Drive Chairman/Chief Executive
Suite One Officer
Steamboat Springs, CO 80487
Frederick A. Whittlesey Vice-President/Chief Treasurer/Secretary
1875 Ski Time Square Drive Financial Officer
Suite One
Steamboat Springs, CO 80487
Robert J. Flaherty Director None
1875 Ski Time Square Drive
Suite One
Steamboat Springs, CO 80487
Ronald A. Stiller Director President/Trustee
1875 Ski Time Square Drive
Suite One
Steamboat Springs, CO 80487
Terri Williams Abady Director None
1875 Ski Time Square Drive
Suite One
Steamboat Springs, CO 80487
(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:
Registrant, 1875 Ski Time Square Drive, Suite One, Steamboat Springs, CO 80487,
Jordan American Holdings, Inc. (Advisor)
1875 Ski Time Square Drive, Suite One
Steamboat Springs, CO 80487,
Impact Management Services, Inc. (Administrator and Transfer Agent)
Arrott Building, Third Floor
401 Wood Street
Pittsburgh, PA 15222
The Fifth Third Bank (Custodian)
38 Fountain Square Plaza
Cincinnati, Ohio 45263.
Item 31. Management Services
Inapplicable
Item 32. Undertakings
(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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Post-Effective Amendment No. 1
to the Registration Statement pursuant to Rule 485(b) under the Securities
Act of 1933 and has duly caused this Amendment to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Pittsburgh and
the Commonwealth of Pennsylvania on the 9th day of January, 1998.
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 January 9, 1998
Charles R. Clark Board of Trustees
/s/Ronald A. Stiller* President January 9, 1998
Ronald A. Stiller Principal Executive
Officer and Trustee
/s/Oleen Eagle* Trustee January 9, 1998
Oleen Eagle
/s/Gerald L. Bower* Trustee January 9, 1998
Gerald L. Bower
/s/Allen L. Zeolla* Treasurer January 9, 1998
Allen L. Zeolla (Principal Financial and
Accounting Officer)
* By /s/Charles R. Clark Attorney-in-fact
Charles R. Clark (pursuant to power
of attorney)
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Document
24(b)11 Consent of Independent Auditors
24(b)16 Schedule for computation of performance data
24(b)(17) Financial Data Schedule
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the inclusion in Post-Effective Amendment No. 1 to the
Registration Statement of Impact Management Investment Trust on Form N-1A of
our report dated November 20, 1997 on our audit of the financial statements
and financial highlights of Impact Management Growth Portfolio (a Series of
Impact Management Investment Trust) for the period June 17, 1997
(commencement of operations) to September 30, 1997. We also consent to the
references to our firm under the caption "Independent Auditors" and
"Financial Statements" included in the Prospectus and Statement of
Additional Information, respectively.
/s/ Arthur F. Bell, Jr. & Associates, L.L.C.
ARTHUR F. BELL, JR. & ASSOCIATES, L.L.C.
Certified Public Accountants
Lutherville, Maryland
January 9, 1998
SCHEDULE FOR COMPUTATION OF PERFORMANCE DATA
Total Return P(1+T)n = ERV
Inception to September 30, 1997
P = $1,000
T = (.80)%
n = 1
ERV = $992.00*
SEC Yield
Yield = 2[((a-b)/cd+1)6-1]
a = 486
b = 503
c = 33,675.408
d = 9.92
Yield = 0%
* Not annualized
<TABLE> <S> <C>
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<NAME> IMPACT MANAGEMENT INVESTMENT TRUST
<S> <C>
<PERIOD-TYPE> 4-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> JUN-17-1997
<PERIOD-END> SEP-30-1997
<INVESTMENTS-AT-COST> 165,424
<INVESTMENTS-AT-VALUE> 162,753
<RECEIVABLES> 44,793
<ASSETS-OTHER> 294,829
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 502,375
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<OTHER-ITEMS-LIABILITIES> 617
<TOTAL-LIABILITIES> 617
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<PAID-IN-CAPITAL-COMMON> 504,446
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<NET-ASSETS> 501,758
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<INTEREST-INCOME> 486
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<EXPENSES-NET> 503
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<NET-CHANGE-FROM-OPS> (2,688)
<EQUALIZATION> 0
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<PER-SHARE-NII> 0
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<AVG-DEBT-PER-SHARE> 0
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