As filed with the Securities and Exchange Commission on April 3, 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. 2
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 4
(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)
on (date), 1998 pursuant to paragraph (b)
x 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
Title of Securities Being Registered: Shares of Beneficial Interest
<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, IMIT
5. Management of the Fund ............................. Trust Information
5A. Management's Discussion of Fund Performance ............. Inapplicable
6. Capital Stock and Other Securities .............................. IMIT
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
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 IMIT
13. Investment Objectives and .................. Investment Objectives and
Policies Policies; Types of Investments
14. Management of the Fund .................. Impact Management Investment
Trust Management
15. Control Persons and Principal ...................... Impact Management
Holders of Securities Investment Trust Management
16. Investment Advisory and Other ............ Investment Advisor Services
Services
17. Brokerage Allocation .......................... Brokerage Transactions
18. Capital Stock and Other ..................... IMIT (in the Prospectus)
Securities
19. Purchase, Redemption and .............. Purchasing Shares; Determining
Prices of Securities Being Net Asset Value; Redeeming
Offered Shares
20. Tax Status ................................................ Tax Status
21. Underwriters ................................... Principal Distributor
22. Calculation of Performance Data ........................ Total Return;
Performance Comparisons
23. Financial Statements ............................ Financial Statements
<PAGE>
PROSPECTUS
May __, 1998
IMPACT MANAGEMENT INVESTMENT TRUST
Impact Management Growth Portfolio
1-888-467-2284
(Toll Free)
Impact Management Investment Trust ("IMIT") is an open-end management
investment company that offers a 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 IMIT. The investment
objective of the Portfolio is to provide capital appreciation through
investing primarily in equity securities of small and medium capitalization
companies.
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. IMIT has filed a Statement
of Additional Information dated May __, 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 IMIT and the Portfolio by contacting Albert
John & Company, Inc., the Portfolio's sub-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
SUMMARY OF PORTFOLIO EXPENSES .............. 1
GENERAL INFORMATION ........................ 2
FINANCIAL HIGHLIGHTS ....................... 3
INVESTMENT INFORMATION ..................... 4
Investment Objective ....................... 4
Investment Policies ........................ 4
Securities of Other Investment Companies ... 5
Portfolio Turnover ......................... 5
Temporary Defensive Positions .............. 5
RISK FACTORS ............................... 6
Small and Medium Capitalization Stocks ..... 6
Over-the-Counter Market..................... 6
Lack of Experience of the Advisor .......... 6
INVESTMENT LIMITATIONS ..................... 7
NET ASSET VALUE ............................ 8
HOW TO PURCHASE SHARES ..................... 8
Investing in the Portfolio ................. 8
Purchasing By Mail ......................... 9
Purchasing by Wire ......................... 9
Minimum Initial and Subsequent Investments . 9
Certificates and Confirmations ............. 10
HOW TO REDEEM SHARES ....................... 10
Written Requests ........................... 10
Signatures ................................. 10
Telephone Redemptions ...................... 11
Receiving Payment .......................... 11
Accounts With Low Balances ................. 11
TRUST INFORMATION .......................... 11
Management of IMIT ......................... 11
Distribution of Shares ..................... 12
Plan of Distribution ....................... 12
Administration of IMIT ..................... 13
Year 2000 .................................. 14
Expenses of the Portfolio .................. 14
Brokerage Transactions ..................... 15
THE TRUST .................................. 15
General Information ........................ 15
Voting Rights .............................. 15
Massachusetts Partnership Law .............. 16
DIVIDENDS, DISTRIBUTIONS AND TAXES ......... 16
Federal Income Tax ......................... 16
PERFORMANCE ADVERTISING .................... 17
<PAGE>
SUMMARY OF PORTFOLIO EXPENSES
<TABLE>
Shareholder Transaction Expense
<S> <C>
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
</TABLE>
<TABLE>
Estimated Annual Portfolio Operating Expenses
(as a percentage of average net assets)
<S> <C>
Management Fees 1.25%
12b-1 Fees** 1.00%
Other Expenses 0.00%+
-----
Total Fund Operating Expenses 2.25%
</TABLE>
- -------------------------
* The minimum initial investment in Shares is $5,000. Brokers which have
not entered into a selling dealer's 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.
** See "Plan of Distribution." Long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales charge permitted by rules
of the National Association of Securities Dealers, Inc.
+ An annual Administration Fee of $165.00 per account is charged directly to
shareholder accounts on a monthly basis. See "Administration of IMIT."
Since the Administration Fee does not derive from Portfolio assets, the fee
is not included with the Estimated Annual Portfolio Operating Expenses.
However, the Administration Fee is taken into account for purposes of the
Examples below, representing the amount of all expenses a shareholder will
pay on his or her investment in the Portfolio.
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.
<PAGE>
<TABLE>
<S> <C>
1 Year 3 Years
$188.06 $567.72
</TABLE>
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.
<TABLE>
<S> <C>
1 Year 3 Years
$56.06 $169.90
</TABLE>
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
IMIT was established as a Massachusetts business trust under a Declaration
of Trust dated December 18, 1996. The Declaration of Trust permits IMIT to
offer separate series of shares of beneficial interest representing interests
in separate portfolios of securities. IMIT is an open-end investment company.
As of the date of this prospectus, IMIT currently has only one portfolio,
Impact Management Growth Portfolio.
The Portfolio seeks appreciation of capital primarily through investment in
equity securities of small and medium capitalization 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 in 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 or 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."
Shareholder inquiries should be directed to the Portfolio's sub-transfer
agent, Albert John & Company, Inc., 616 W. Fifth Avenue, Suite 204,
McKeesport, PA 15132, or by calling toll-free 1-888-467-2284.
2
<PAGE>
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)# (.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.
3
<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 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 the 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 and in accordance with the Portfolio's investment
objective, when the Advisor deems it appropriate. The average market
capitalization or annual revenue of the companies held in the Portfolio may
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
purchase.
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 may 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 an opportunity
for above-average 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.
4
<PAGE>
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 are
non-fundamental and 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 (i.e., 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.
5
<PAGE>
RISK FACTORS
The Portfolio is being managed with a view to 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 has over twenty years of experience managing
money for individual clients, the Advisor has limited prior experience as an
investment advisor to a registered investment company, having served in such
capacity for the Integrity Portfolios, Inc. in 1991 and 1992.
6
<PAGE>
INVESTMENT LIMITATIONS
The investment objectives of the Portfolio and certain investment limitations
set forth herein and in IMIT's Statement of Additional Information are
fundamental policies of the Portfolio. The Portfolio's fundamental
limitations cannot be changed without the consent of the holders of a majority
of the Portfolio's outstanding shares.
The Portfolio may not:
-with respect to 75% of its assets, invest more than 5% of its total assets
at the time of purchase 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
-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 may be changed by 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 which are not readily
marketable;
7
<PAGE>
NET ASSET VALUE
The Portfolio's net asset value per Share fluctuates. The net asset value
for Shares of the Portfolio is determined by calculating the 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. Expenses and fees of the Portfolio, including the advisory and
the distribution fees, are accrued daily and taken into account for the
purpose of determining the net asset value.
Portfolio securities listed or traded on a securities exchange for which
representative market quotations are available will be valued at the last
quoted sales price on the security's principal exchange on that day. Listed
securities not traded on an exchange that day, and other securities which are
traded in the over-the-counter market, will be valued at the mean between the
last closing bid and asked prices in the market on that day, if any.
Securities for which market quotations are not readily available and all other
assets will be valued at their respective fair market value as determined in
good faith by, or under procedures established by, the Board of Trustees. In
determining fair value, the Trustees may employ an independent pricing
service.
Money market securities with less than sixty days remaining to maturity when
acquired by the Portfolio will be valued on an amortized cost basis by the
Portfolio, excluding unrealized gains or losses thereon from the valuation.
This is accomplished by valuing the security at cost and then assuming a
constant amortization to maturity of any premium or discount. If the
Portfolio acquires a money market security with more than sixty days remaining
to its maturity, it will be valued at current market until the 60th day prior
to maturity, and will then be valued on an amortized cost basis based upon the
value on such date unless the Trustees determine during such 60-day period
that this amortized cost value does not represent fair market value.
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 distributed through IMPACT Financial Network, Inc.
("IFNI"), the Portfolio's distributor, and are sold on days on which the
Exchange is open. IFNI's principal business address is 1875 Ski Time Square
Drive, Suite One, Steamboat Springs, CO 80407. IFNI is a wholly-owned
subsidiary of Jordan American Holdings, Inc., the Portfolio's Advisor.
8
<PAGE>
No sales load, other than a 12b-1 fee, is imposed upon a purchase of Shares
made directly through IFNI or any dealer which has entered into a selling
dealer agreement with IFNI. Likewise, no load, other than a 12b-1 fee, 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 IFNI. 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.
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. IMIT reserves the right to reject any
purchase request.
Purchasing By Mail.
To purchase shares by mail, complete and sign the attached Application and
mail it together with 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.
Payment for purchases of shares received by mail will be credited to an
account at the next share price calculated for the Portfolio after receipt.
Payment does not have to be converted into Federal Funds (monies credited to
IMIT's custodian bank by a Federal Reserve Bank) before the Portfolio will
accept it for investment.
Purchasing by Wire.
To purchase Shares by wire, contact Albert John & Company, Inc. ("AJCI"), the
Portfolio's sub-transfer agent, at 1-888-467-2284 to obtain a shareholder
account number and then wire the amount to be invested to Impact Management
Growth Portfolio, c/o Fifth Third Bank, the Portfolio's Custodian Bank, at the
following address:
The Fifth Third Bank
ABA # 042000314
Impact Management Growth Portfolio
Credit Account #728-62611
Account Name (your name)
Account Number (your personal account number)
Forward a completed Application to the Portfolio of the address shown on the
form. Federal Funds purchases will be accepted only on a day on which both
the Exchange and the Custodian Bank are open for business.
Minimum Initial and Subsequent Investments
The minimum initial investment in Shares is $5,000. Brokers that have not
entered into a selling dealer's agreement with IFNI may impose their own
charge on the purchase of Shares. 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 and Individual Retirement
Accounts ("IRAs") are not subject to the minimum investment requirement. The
Portfolio reserves the right to vary the initial investment minimum and the
minimum for subsequent investments at any time.
9
<PAGE>
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
or IRAs.
Certificates and Confirmations
As sub-transfer agent for the Portfolio, AJCI 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.
Annual confirmations are sent to each shareholder to report dividends paid
during that period.
HOW TO REDEEM SHARES
The Portfolio redeems shares at 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 AJCI. Call 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 AJCI, 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.
10
Telephone Redemptions.
Shareholders who have so indicated on the application, or have subsequently
arranged in writing to do so, may redeem shares by instructing AJCI by
telephone. In order to arrange for redemption by wire or telephone after an
account has been opened, or to change the bank or account designated to
receive redemption proceeds, a written request, accompanied by a signature
guarantee, must be sent to AJCI at the address on the back of this prospectus.
Neither the Portfolio nor any of its service contractors will be liable for
any loss or expense in acting upon any telephone instructions that are
reasonably believed to be genuine. In attempting to confirm that telephone
instructions are genuine, the Portfolio will use such procedures as are
considered reasonable, including requesting a shareholder to correctly state
his or her Portfolio account number, the name in which his or her bank account
is registered, his or her banking institution, bank account number and the
name in which his or her bank account is registered. To the extent that the
Portfolio fails to use reasonable procedures to verify the genuineness of
telephone instructions, it and/or its service contractors may be liable for
any such instructions that prove to be fraudulent or unauthorized.
The Portfolio reserves the right to refuse a wire or telephone redemption if
it is believed advisable to do so. Procedures for redeeming Portfolio shares
by wire or telephone may be modified or terminated at any time by the
Portfolio.
The Portfolio and AJCI 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 AJCI 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, IMIT 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 IMIT
Board of Trustees.
IMIT is managed by a Board of Trustees. Trustees are responsible for managing
IMIT's business affairs and for exercising all IMIT's powers except those
reserved for the shareholders.
11
<PAGE>
Investment Advisor.
Jordan American Holdings, Inc., d/b/a Equity Assets Management (the "Advisor")
is the Portfolio's investment advisor. Subject to the authority of the Board
of Trustees, the Advisor is responsible for the overall management of the
Portfolio. The Advisor continually conducts investment research and
supervision for the Portfolio and is responsible for the purchase or sale of
portfolio securities for which it receives an annual fee from the Portfolio.
Advisory Fees.
The Advisor receives an annual investment advisory fee equal to 1.25% 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 daily 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 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 partnership, and individual retirement,
corporate, and group pension and profit-sharing plans. The Advisor currently
has discretionary management authority with respect to approximately $57
million in assets.
The Advisor serves as the investment advisor to the Portfolio under an
Investment Advisory Agreement with IMIT (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 IMIT. 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. ("IFNI") is the principal distributor for
Shares of IMIT. IFNI 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 wholly-owned subsidiary of Jordan American Holdings,
Inc., the Advisor. IFNI does not receive any fee or other compensation except
as described under "Plan of Distribution" below.
12
<PAGE>
Plan Of Distribution
IMIT has adopted a plan of distribution ("Plan") on behalf of the Portfolio
pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended,
whereby it may reimburse IFNI or others for expenses actually incurred by IFNI
or others in the promotion and distribution of the shares of the Portfolio
("distribution expense") and servicing its shareholders by providing personal
services and/or maintaining shareholder accounts ("service fees").
The Portfolio reimburses IFNI and others for distribution expenses and service
fees at an annual rate of up to 1.00% (0.25% of which is a service fee)
payable on a monthly basis, of the Portfolio's aggregate average daily net
assets attributable to the Shares. Amounts paid under the Plan are paid to
IFNI to compensate it for the services provided and the expenses borne by IFNI
and others in the distribution of Shares. The Plan is designed to permit an
investor to purchase Shares without the assessment of a front-end sales load
and at the same time permit the distributor to compensate authorized dealers
with respect to such shares.
Other expenses of distribution and marketing in excess of the maximum amounts
permitted by the Plan per annum will be borne by IFNI and any amounts paid for
the above services will be paid pursuant to a servicing or other agreement.
The Plan also covers any payments made by the Portfolio, IFNI, the Advisor, or
other parties on behalf of the Portfolio, IFNI or the Advisor to the extent
such payments are deemed to be for the financing of any activity primarily
intended to result in the sale of Shares issued by the Portfolio within the
context of Rule 12b-1.
The Plan was approved by the Board, including a majority of the Trustees who
are not "interested persons" of IMIT as defined in the 1940 Act (and each of
whom has no direct or indirect financial interest in the Plan or any agreement
related thereto, referred to herein as the ("12b-1 Trustees"). The Plan may
be terminated at any time by the vote of the Board or the 12b-1 Trustees, or
by the vote of a majority of the outstanding Shares of the Portfolio.
While the Plan continues in effect, the selection of the 12b-1 Trustees is
committed to the discretion of such persons then in office. Although the Plan
may be amended by the Board of Trustees, any changes in the Plan which would
materially increase the amounts authorized to be paid under the Plan must be
approved by shareholders of the Portfolio. The total amounts paid under the
foregoing arrangements may not exceed the maximum limits specified above, and
the amounts and purposes of expenditures under the Plan must be reported to
the 12b-1 Trustees quarterly. The amounts allowable under the Plan for the
Portfolio are also limited under certain rules of the National Association of
Securities Dealers, Inc.
Administration of IMIT
Administrative Services.
IMPACT Administrative Services, Inc., 1875 Ski Time Square Drive, Suite One,
Steamboat Springs, CO 80487 ("IASI") is responsible for performing and
overseeing administrative, fund accounting, dividend disbursing and transfer
agent services provided to IMIT and the Portfolio. IASI provides these
services for a fee in an amount of $165.00 per account, per year. IASI is a
wholly-owned subsidiary of Jordan American Holdings, Inc., the Advisor.
13
<PAGE>
IASI has subcontracted most of these services to Albert John & Company, Inc.
("AJCI"), 616 W. Fifth Avenue, Suite 204, McKeesport, PA 15132. IASI pays
AJCI for its services from the $165.00 per account fee received by IASI.
AJCI collects the administrative fee, after receipt of authorization by IASI,
by redeeming the relevant number of shares at the net asset value of shares on
the last day of each month. The monthly administrative fee is calculated, by
dividing the annual fee of $165 by 365 days, and multiplying the result by the
number of days the shareholder owned shares of the Portfolio during the
applicable month. For purposes of collecting the fee, AJCI redeems in
fractional shares to three decimal places.
Custodian.
The custodian for the securities and cash of IMIT is Fifth Third Bank, 38
Fountain Square Plaza, Cincinnati, OH 45263. The Custodian's fee is paid by
IASI from its administrative services fee.
Transfer Agent and Dividend Disbursing Agent.
IASI also serves as transfer agent and dividend disbursing agent for the
Shares of the Portfolio, and also has subcontracted most of these services to
AJCI. IASI and AJCI provide these services for an annual fee which is
included in the $165 annual administrative fee paid to IASI for its
administrative services.
Independent Auditors.
The independent auditors for the Portfolio are Arthur F. Bell, Jr. &
Associates, L.L.C., Heaver Plaza, Suite 200, 1301 York Road, Lutherville, MD
21093.
Year 2000
The services provided to the Portfolio and its shareholders by the Adviser,
IFNI, IASI, AJCI and the Custodian depend on the smooth functioning of their
computer systems and those of their outside service providers. Many computer
software systems in use today cannot distinguish the year 2000 from the year
1900 because of the way dates are encoded and calculated. Such event could
have a negative impact on handling securities trades, payments of interest and
dividends, pricing and account services. Although, at this time, there can be
no assurance that there will be no adverse impact on the Portfolio, the
Adviser, IFNI, IASI, AJCI and the Custodian have advised the Fund that they
have been actively working on necessary changes to their computer systems to
prepare for the year 2000 and expect that their systems, and those of their
outside service providers, will be adapted in time for that event.
Expenses of the Portfolio
The expenses paid directly by the Portfolio are limited to: (a) management
fees; (b) broker's commissions, mark-ups and mark-downs and any issue or
transfer taxes chargeable to the Portfolio in connection with its securities
transactions; (c) interest; and (d) all taxes and corporate fees payable by
the Portfolio to governmental agencies. Otherwise, the Portfolio's expenses
are covered under the $165.00 per account administrative fee and include, but
are not limited to, the following: (a) fees and expenses of the Portfolio's
legal counsel and independent accountants; (b) the fees of any trade
association of which the Portfolio is a member; (c) amortization and
reimbursements of the organization expenses of the Portfolio and the fees and
expenses involved in registering and maintaining registration of the Portfolio
and its shares with the U.S. Securities and Exchange Commission, and the
preparation and printing of the Portfolio's registration statements and
prospectuses for such purposes; (d) allocable communications expenses with
respect to investor services and all expenses of shareholders and trustee
meetings and of preparing, printing and mailing prospectuses and reports to
shareholders; (e) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Portfolio's
business; (f) state filing fees; and (g) compensation for employees of the
Portfolio.
15
<PAGE>
Brokerage Transactions
The Advisor makes decisions on portfolio transactions and selects brokers.
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 Portfolio. It is anticipated that the
majority of brokerage transactions will be effected through IFNI, a wholly-
owned subsidiary of the Advisor. IFNI will receive brokerage commissions for
effecting securities transactions.
THE TRUST
General Information
IMIT is a Massachusetts business trust. The Shares offered by this prospectus
are shares of the Impact Management Growth Portfolio. IMIT intends to offer
other portfolios from time to time. All consideration received by IMIT 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 IMIT have equal voting rights. If and when IMIT 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, IMIT is not required to hold annual
shareholder meetings, and does not intend to hold annual meetings.
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 Trustees upon the written
request of shareholders owning at least 10% of IMIT's outstanding shares of
all series entitled to vote.
15
<PAGE>
Massachusetts Partnership Law
Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for obligations of IMIT. To protect its
shareholders, IMIT has filed legal documents with Massachusetts that expressly
disclaim the liability of its shareholders for acts or obligations of IMIT.
These documents require notice of this disclaimer to be given in each
agreement, obligation, or instrument IMIT or its Trustees enter into or sign.
In the unlikely event that a shareholder is held personally liable for IMIT's
obligations, IMIT is required by its Declaration of Trust to use its property
to protect or compensate the shareholder. On request, IMIT will defend any
claim made and pay any judgment against a shareholder for any act or
obligation of IMIT. Therefore, financial loss resulting from liability as a
shareholder will occur only if IMIT itself cannot meet its obligations to
indemnify shareholders and pay judgments against them.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Dividends and Distributions
Substantially all of the net investment income and capital gains of the
Portfolio is distributed by IMIT 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.
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 IMIT 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 IMIT.
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
IMIT's other portfolios. IMIT 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 IMIT 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.
16
<PAGE>
Tax Status of Distributions.
IMIT 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. IMIT 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 may advertise its total return. 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.
17
<PAGE>
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.
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.
18
<PAGE>
Account Application:
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
ACCOUNT APPLICATION
1. ACCOUNT REGISTRATION (Please print or type):
Please check ONE type of account and complete the mailing address section
below:
___ Individual _________________________________________________________
Owner's Name (First Middle, Last)
___ Joint* _________________________________________________________
Joint Owner's Name (First, Middle, Last)
* Joint Tenants with right of Survivorship, unless
otherwise indicated
___ Uniform Gifts/ _________________________________________________________
Transfers to Custodian's Name (only one permitted)
Minors+
(UGMA/TJTMA) _________________________________________________________
Minor's Name Date of Birth State of UGMA/UTMA
(only one permitted)
+ Minor's social security number must be indicated below.
___ Trust _________________________________________________________
Name of Trustee(s)
_________________________________________________________
Name of Trust Date of Trust
___ Corporation or _________________________________________________________
Other Entity Name of Corporation or other entity State and Type of
Organization
Taxpayer Identification Number:______________________________________________
Social Security Number or Employer
Identification Number
2. MAILING ADDRESS:
_________________________________________________________
Street Address
_________________________________________________________
City State Zip Code
_________________________________________________________
Day time Phone Evening Phone
3. DISTRIBUTIONS (if no election is checked the SHARE OPTION will be
assigned).
___ SHARE OPTION - Income distributions and capital gains distributions
automatically reinvested in additional shares.
___ INCOME OPTION - Income distributions and short term capital gains
distributions paid when declared to shareholder by check, long term
capital gains distributions reinvested in additional shares.
___ PAYMENT OPTION - Income distributions and capital gains distributions
paid when declared to shareholder by check.
<PAGE>
4. INITIAL INVESTMENT
For information on how to purchase shares, please refer to "How to Purchase
Shares" in the prospectus. The minimum initial investment for the Impact
Management Growth Portfolio is $5,000.00. Subsequent investments must be in
amounts of at least $1,000.00. There is no minimum investment or subsequent
investment requirement for qualified retirement plans (not including
individual retirement accounts). Shares are sold at net asset value without
any sales load. A check made payable to IMPACT MANAGEMENT GROWTH PORTFOLIO
in an amount equal to or greater than the stated minimum initial investment
must accompany this application
Initial Investment Accompanying this Application: $__________________________
5. SIGNATURES (all account owners must sign)
By signing below:
I certify that I have received and read the Portfolio's current Prospectus,
that I am of legal age, and that have full authority and legal capacity for
myself or the organization named below, to make this investment and to use
the options selected above.
I authorize the Trust and the Portfolio to act upon my instructions (by
phone, in writing or otherwise) believed to be genuine and in accordance with
the procedures described in the prospectus for this account. I agree that
neither the Trust nor the transfer agent will be liable for any loss, cost or
expense for acting on such instructions. The Trust will employ reasonable
procedures to confirm that instructions communicated by telephone are
genuine. To the extent that the Trust does not follow its procedures, it may
be liable for losses due to unauthorized or fraudulent instructions.
Under penalty of perjury, I certify that:
1. The Taxpayer Identification Number shown on this application is correct.
2. I am not subject to back-up withholding because (a) I am exempt from
back-up withholding under the provisions of section 3408(a)(1)(c) of the
Internal Revenue Code or (b) I have not been notified that I am subject to
back-up withholding as a result of a failure to report all interest or
dividends or (c) the Internal Revenue Service has notified me that I am no
longer subject to back-up withholding.
3. A Taxpayer Identification Number has not been issued to me and I have
mailed or delivered an application to receive the Taxpayer Identification
Number to the Internal Revenue Service Center of Social Security
Administration Office. I understand that if I do not provide the Taxpayer
Identification Number within 60 days that 20% of all reportable payments will
be withheld until I provide the number.
__________________________________________ ________________________________
Signature of Individual Owner, Corporation Signature of Joint Owner
Officer, Trustee, etc. (if Any), Title
__________________________________________
Title of Corporate Officer, Trustee etc.
NOTE: Corporations, trusts and other organizations must complete the
resolution form on the following page.
<PAGE>
RESOLUTIONS
(This section to be completed by Corporations, Trusts
and Other Organizations)
RESOLVED: That this corporation or organization become a shareholder of
IMPACT MANAGEMENT GROWTH PORTFOLIO (the "Portfolio"), a portfolio of IMPACT
MANAGEMENT INVESTMENT TRUST (the "Trust") and that __________________________
is (are) hereby authorized to complete and execute the Application on behalf
of the corporation or organization and to take any action for it as may be
necessary or appropriate with respect to its shareholder account with the
Trust.
Certificate
I hereby certify that the foregoing resolutions are in conformity with the
Charter and By-Laws or other empowering documents of ________________________
(Name of Organization)
Incorporated or formed under the laws of ___________________
(State)
and were adopted at a meeting of the Board of Directors or Trustees of the
organization or corporation duly called and held on _________________________
(Date)
at which a quorum was present and acting throughout, and that the same are
now in full force and effect.
I further certify that the following is (are) duly elected officer(s) of the
corporation or organization, authorized to act in accordance with the
foregoing resolutions.
Name Title
______________________________________ __________________________________
______________________________________ __________________________________
______________________________________ __________________________________
Witness my hand and seal of the corporation or organization this ___ day of
________________, 19___.
______________________________________ __________________________________
* Secretary Clerk Other Authorized officer
(if required)
* If the Secretary or other recording officer is authorized to act by the
above resolutions, this certificate must also by signed by another officer.
<PAGE>
FOR OFFICIAL USE ONLY
Address:_____________________________________________________________________
Rep. Phone No.:______________________________________________________________
Rep. Fax No.:________________________________________________________________
Rep. Name & No.:_____________________________________________________________
(Please Print)
Rep. Signature:______________________________________________________________
=============================================================================
Date Received:_______________________________________________________________
Suitability Questionnaire Approved By:_______________________________________
Date Processed:______________________________________________________________
Account Number:______________________________________________________________
IMPACT MANAGEMENT GROWTH PORTFOLIO
1875 SKI TIME SQUARE DRIVE
SUITE ONE
STEAMBOAT SPRINGS, CO 80487
TOLL FREE 1-888-467-2284
<PAGE>
IRA Account Application:
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
INDIVIDUAL RETIREMENT ACCOUNT APPLICATION
INSTRUCTIONS
1. Complete the following and sign: 2. To transfer your IRA account
from another institution or
Application, and broker, please complete the
Beneficiary Designation Form enclosed Transfer Form.
3. Make all checks for contributions
payable to: IMPACT MANAGEMENT
GROWTH PORTFOLIO (Please write
the contribution year on the face
of the check.)
- -----------------------------------------------------------------------------
1. FULL NAME (Herein after called the Participant)
Please Print
_________________________________________________________________________
- -----------------------------------------------------------------------------
2. MAILING ADDRESS:
_________________________________________________________
___ Home Street Address
___ Office _________________________________________________________
City State Zip Code
___ P. 0. Box
_________________________________________________________
Day time Phone Evening Phone
- -----------------------------------------------------------------------------
3. EMPLOYER/BUSINESS INFORMATION
_________________________________________________________________________
EmployerlBusiness Name
_________________________________________________________________________
Occupation (Optional)
_________________________________________________________________________
Address
_________________________________________________________________________
City/State/Zip Code
- -----------------------------------------------------------------------------
4. TELEPHONE NUMBER
_________________________________________________________________________
Primary Number Secondary Number
<PAGE>
5. PARTICIPANT HISTORY
_________________________________________________________________________
Social Security Number
_________________________________________________________________________
Date of birth
_________________________________________________________________________
Citizen of
- -----------------------------------------------------------------------------
6. BANK REFERENCE
_________________________________________________________________________
Name of Bank Address Account Number
- -----------------------------------------------------------------------------
7. OTHER IMPACT MANAGEMENT GROWTH PORTFOLIO ACCOUNTS
_________________________________________________________________________
Account Numbers
- -----------------------------------------------------------------------------
8. AFFILIATIONS
If you are affiliated with or employed by a securities exchange, association
or a corporation controlled by one, or a broker/dealer, please specify the
company.
_________________________________________________________________________
Company Name Street Address City State Zip Code
- -----------------------------------------------------------------------------
9. TYPE OF ACCOUNT - Select One (A, B, C or D)
A. ___ Standard (Accumulation) IRA ___ Spousal IRA
___ Guardian IRA ___ Beneficiary IRA
(A separate Agreement and account number are required for each account).
Attached is a check for $____________________ payable to IMPACT MANAGEMENT
GROWTH PORTFOLIO. Total annual contribution may be 100% of compensation
includable in gross income or earned income, not to exceed $2,000.
B. Transfer of existing: ___ IRA or ___ IRA Rollover
(Please check one) directly from previous Custodian or Trustee:
C. ___ IRA Rollover - (please check the applicable box)
___ 1. The check for $___________________ payable to IMPACT MANAGEMENT
GROWTH PORTFOLIO is being deposited as a rollover contribution which was
withdrawn from another IRA, no more than 60 days ago.
___ 2. The check for $___________________ payable to IMPACT MANAGEMENT
GROWTH PORTFOLIO, or the customer, is a Direct Transfer Rollover from a
qualified, employer sponsored retirement plan, 401(k), or pension plan.
<PAGE>
Name and address of company distributing the proceeds:
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
Approximate total value of proceeds being rolled over to IMPACT MANAGEMENT
GROWTH PORTFOLIO is $_______________________.
* I understand that if I make any contribution to the funds rolled over from
a qualified plan, or otherwise commingle rollover amounts with accumulation
amounts, I will have relinquished the right to ultimately roll over the funds
distributed to me to another qualified plan.
D. ___ SEP Provision - Check here if the Participant intends to use this
Account in connection with a Simplified Employee Pension Plan ("SEP") as
described in Section 408(k) of the Internal Revenue Code. Under a Simplified
Employee Pension ("SEP"), an individual's employer may contribute under this
Agreement on behalf of such individual an amount not in excess of the sum of
the lesser of 15% of such individual's Compensation under Code section 402(b)
and $30,000, as adjusted for cost-of-living adjustments under Code section
415(d). Contributions under a salary reduction SEP are limited to $9,500 per
year for contributions made for tax year 1997 and subsequent years or, if
greater, the Code section 402(g) limit then in effect. No Employer may
establish a salary reduction SEP on or after January 1, 1997. However,
Employees may continue to elect to have the Employer make salary reduction
contributions if the terms of the salary reduction SEP on December 31, 1996,
provide for salary reduction elections. Employees hired after 1996 may also
participate in such a salary reduction SEP.
* An employer must complete IRS Form 5305-SEP to establish a SEP plan. The
form does not have to be filed with the IRS, but an original copy must be
kept for your records.
Participant Authorization
I understand that I do not have the right to direct the investment and
reinvestment of the contributions to my Account and that all investment
decisions will be made by Jordan American Holdings, Inc., the Portfolio's
Advisor.
Additional Information
In the case of a Rollover IRA or a Combination IRA, Participant certifies
that contribution does not include any employee contributions to any
qualified plan (other than accumulated deductible employee contributions);
that, with respect to a Rollover from another IRA, any assets which the
Custodian agrees to accept as a transfer in kind by the Participant are the
same assets received by the Participant in the distribution now being rolled
over; if the distribution is from an IRA, that no rollover into such IRA has
been made within the one-year period immediately proceeding this rollover;
and that such distribution was received within 60 days of making the rollover
to the Account.
- -----------------------------------------------------------------------------
10. INITIAL INVESTMENT
For information on how to purchase shares, please refer to "How to Purchase
Shares" in the prospectus. The minimum initial investment for the Impact
Management Growth Portfolio is $5,000.00. Subsequent investments must be in
amounts of at least $1,000.00. There is no minimum investment or subsequent
investment requirement for qualified retirement plans (this does not include
individual retirement accounts). Shares are sold at net asset value without
any sales load. A check made payable to IMPACT MANAGEMENT GROWTH PORTFOLIO
in an amount equal to or greater than the stated minimum initial investment
must accompany this application
Initial Investment Accompanying this Application: $__________________________
- -----------------------------------------------------------------------------
[The remainder of this page has been intentionally left blank]
<PAGE>
11. SIGNATURES (all account owners must sign)
By signing below:
I certify that I have received and read the Portfolio's current Prospectus,
that I am of legal age, and that I have full authority and legal capacity for
myself or the organization named below, to make this investment and to use
the options selected above.
I authorize the Trust and the Portfolio to act upon my instructions (by
phone, in writing or otherwise) believed to be genuine and in accordance with
the procedures described in the prospectus for this account. I agree that
neither the Trust nor the transfer agent will be liable for any loss, cost or
expense for acting on such instructions. The Trust will employ reasonable
procedures to confirm that instructions communicated by telephone are
genuine. To the extent that the Trust does not follow its procedures, it may
be liable for losses due to unauthorized or fraudulent instructions.
Under penalty of perjury, I certify that:
1. The Taxpayer Identification Number shown on this application is correct.
2. I am not subject to back-up withholding because (a) I am exempt from back-
up withholding under the provisions of section 3408(a)(1)(c) of the Internal
Revenue Code or (b) I have not been notified that I am subject to back-up
withholding as a result of a failure to report all interest or dividends or
(c) the Internal Revenue Service has notified me that I am no longer subject
to back-up withholding.
3. A Taxpayer Identification Number has not been issued to me and I have
mailed or delivered an application to receive the Taxpayer Identification
Number to the Internal Revenue Service Center of Social Security
Administration Office. I understand that if I do not provide the Taxpayer
Identification Number within 60 days that 20% of all reportable payments will
be withheld until I provide the number.
Signature of Participant ____________________________ Date __________________
Signature of Participant ____________________________ Date __________________
- -----------------------------------------------------------------------------
FOR OFFICIAL USE ONLY
Address:_____________________________________________________________________
Rep. Phone No.:______________________________________________________________
Rep. Fax No.:________________________________________________________________
Rep. Name & No.:_____________________________________________________________
(Please Print)
Rep. Signature:_____________________________________________________________
- -----------------------------------------------------------------------------
Date Received:_______________________________________________________________
Suitability Questionnaire Approved By:_______________________________________
Date Processed:______________________________________________________________
Account Number:______________________________________________________________
<PAGE>
BENEFICIARY DESIGNATION FORM
ACCOUNT HOLDER'S NAME ACCOUNT NUMBER:___________________
Please Print
_____________________________________________________________________________
MARITAL STATUS: ___ Married ___ Single (NOTE: Spousal consent may
be required. See below.)
In the event of my death, I have designated the following person(s) as
Primary Beneficiary(ies) to receive the payment of the value of my IRA in
equal proportions unless specific written instructions state differently:
PRIMARY BENEFICIARY OR BENEFICIARIES:
Social
Date of Security
Name Sex Relationship Birth No. Address Percentage
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
Special Instructions:________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
If none of the above-named Primary Beneficiaries survives me, I designate the
following person(s) as Contingent Beneficiary(ies) to receive payment of the
value of my IRA in equal proportions unless specific written instructions
state differently:
CONTINGENT BENEFICIARY OR BENEFICIARIES:
Social
Date of Security
Name Sex Relationship Birth No. Address Percentage
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
Special Instructions:________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
<PAGE>
SPOUSAL CONSENT
If you are married, and reside in a community property or marital property
state and you designate someone other than your spouse as your sole primary
beneficiary, your spouse must sign below, and if required in your state, have
the signature witnessed by a Notary Public.
I am the spouse of the above-named Participant. I acknowledge that I have
received a fair and reasonable disclosure of my spouse's property and
financial obligations. Due to the important tax consequences of giving up my
interest in this IRA, I have been advised to see a tax professional. I
hereby give the Participant any interest that I may have in and to the funds
deposited in this IRA and consent to the beneficiary designation(s) indicated
above. I assume full responsibility for any adverse consequences that may
result. No tax or legal advice was given to me by Impact Management
Investment Trust or its representatives.
_________________________________________________ ________________________
Signature of Spouse Date
(if required in Community or Marital Property State)
Notary Acknowledgment (if required)
Sworn to and Subscribed, before, the undersigned officer, a Notary Public, on
this ___ day of ___________, 19___.
______________________________________
SEAL Notary Public
My Commission Expires:________________
I understand that the Beneficiaries named herein may be changed or revoked by
me at any time by filing a new designation in writing with the Trust on a
form acceptable to it.
_____________________________________________ ___________________________
Signature of Participant Date
<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
Administrator, Transfer Agent and Dividend Disbursing Agent
IMPACT Administrative Services, Inc.
1875 Ski Time Square Drive, Suite One
Steamboat Springs, CO 80487
Sub-Administrator, Sub-Transfer Agent and Sub-Dividend Disbursing Agent
Albert John & Company, Inc.
616 W. Fifth Avenue
Suite 204
McKeesport, PA 15132
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
Pepper Hamilton LLP
3000 Two Logan Square
Philadelphia, PA 19103-7098
<PAGE>
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
STATEMENT OF ADDITIONAL INFORMATION
May __, 1998
Impact Management Growth Portfolio (the "Portfolio") is a diversified
portfolio of Impact Management Investment Trust ("IMIT"). IMIT is an open-
end, management investment company that offers a means of investing in
professionally managed portfolios of securities. This Statement of Additional
Information is not a prospectus, but supplements and should be read in
conjunction with the prospectus for Impact Management Growth Portfolio dated
May __, 1998. To receive a copy of the prospectus, write or call the
Portfolio's sub-administrator, toll-free, at 1-888-467-2284. Retain this
Statement of Additional Information for future reference.
TABLE OF CONTENTS
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 ................................... 3
REPURCHASE AGREEMENTS ............................................. 3
PORTFOLIO TURNOVER ................................................ 4
INVESTMENT LIMITATIONS ................................................. 4
IMPACT MANAGEMENT INVESTMENT TRUST MANAGEMENT .......................... 6
TRUST OWNERSHIP ................................................... 8
TRUSTEES' AND OFFICERS' COMPENSATION .............................. 8
TRUSTEE LIABILITY ................................................. 8
INVESTMENT ADVISORY SERVICES ........................................... 8
ADVISOR TO THE PORTFOLIO .......................................... 8
ADVISORY FEES ..................................................... 9
DISTRIBUTION OF SHARES ................................................. 9
DISTRIBUTION PLAN ...................................................... 9
<PAGE>
ADMINISTRATIVE SERVICES, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT .. 10
BROKERAGE TRANSACTIONS ................................................. 11
PURCHASING SHARES ...................................................... 11
REDEEMING SHARES ....................................................... 11
REDEMPTION IN KIND ................................................ 12
TAX STATUS ............................................................. 12
THE TRUST'S TAX STATUS ............................................ 12
SHAREHOLDERS' TAX STATUS .......................................... 12
CAPITAL GAINS ..................................................... 12
TOTAL RETURN ........................................................... 12
PERFORMANCE COMPARISONS ................................................ 13
FINANCIAL STATEMENTS ................................................... 14
ii
<PAGE>
GENERAL INFORMATION ABOUT THE TRUST
Impact Management Growth Portfolio (the "Portfolio") is a portfolio of Impact
Management Investment Trust ("IMIT"). IMIT was established as a Massachusetts
business trust under a Declaration of Trust dated December 18, 1996. IMIT is
an open-end investment company. As of the date of this Statement of
Additional Information, IMIT 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 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 acquired would be 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
1
<PAGE>
-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
The Portfolio may purchase and sell securities on a "when issued" or "delayed
delivery" basis. "When-issued" refers to securities whose terms and indenture
are available, and for which a market exists, but which are not available for
immediate delivery. When-issued transactions may be expected to occur a
month or more before delivery is due. Delayed delivery is a term used to
describe settlement of a securities transactions in the secondary market which
will occur sometime in the future. No payment or delivery is made by the
Portfolio until it receives payment or delivery from the other party to any of
the above transactions. It is possible that the market price of the
securities at the time of delivery may be higher or lower than the purchase
price. The Portfolio will maintain a separate account of cash or liquid
securities at least equal to the value of purchase commitments until payment
is made. Typically, no income accrues on securities purchased on a delayed
delivery basis prior to the time delivery is made although the Portfolio may
earn income on securities it has deposited in a segregated account.
2
<PAGE>
The Portfolio may engage in these types of purchases in order to buy
securities that fit with its investment objectives at attractive prices - not
to increase its investment leverage. 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 Portfolio may lend its investment securities to qualified brokers,
dealers, domestic and foreign banks or other financial institutions, so long
as the terms, the structure and the aggregate amount of such loans are not
inconsistent with the Investment Company Act of 1940, as amended (the "1940
Act") or the Rules and Regulations or interpretations of the Securities and
Exchange Commission (the "SEC") thereunder, which currently require that
(a) the borrower pledge and maintain with the Portfolio collateral consisting
of cash, an irrevocable letter of credit issued by a domestic U.S. bank or
securities issued or guaranteed by the United State Government having a value
at all times not less than 100% of the value of the securities loaned, (b) the
borrower add to such collateral whenever the price of the securities loaned
rises (i.e., the borrower "marks to the market" on a daily basis), (c) the
loan be made subject to termination by the Portfolio at any time, and (d) the
Portfolio receives reasonable interest on the loan (which may include the
Portfolio investing any cash collateral in interest bearing short-term
investments). As with other extensions of credit, there are risks of delay in
recovery or even loss of rights in the securities loaned if the borrower of
the securities fails financially. These risks are similar to the ones
involved with repurchase agreements as discussed below. 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 may invest in repurchase agreements collateralized by U.S.
Government securities, certificates of deposit, and certain bankers'
acceptances and other securities outlined above under "Temporary Investments."
In a repurchase agreement, the Portfolio buys a security and simultaneously
commits to sell that security back at an agreed upon price plus an agreed upon
market rate of interest. Under a repurchase agreement, the seller is required
to maintain the value of securities subject to the agreement at not less than
100% of the repurchase price. The value of the securities purchased will be
evaluated daily, and the Advisor will, if necessary, require the seller to
maintain additional securities to ensure that the value is in compliance with
the previous sentence. The use of repurchase agreements involves certain
risks. For example, a default by the seller of the agreement may cause the
Portfolio to experience a loss or delay in the liquidation of the collateral
securing the repurchase agreement. The Portfolio might also incur disposition
costs in liquidating the collateral. While the Portfolio's management
acknowledges these risks, it is expected that they can be controlled through
stringent security selection criteria and careful monitoring procedures. 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").
3
<PAGE>
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
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 at the time of purchase 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.
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 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 borrow money only as a temporary, extraordinary, or emergency
measure, 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 are outstanding.
4
<PAGE>
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.
Commodities or Commodity Contracts
The Portfolio will not purchase or sell any commodities, or commodities
contracts, including futures.
Diversification Of Investments
With respect to 75% of its assets, 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,
nor will the Portfolio 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 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 Trustees to be liquid.
Investing In Issuers Whose Securities Are Owned By Officers
And Trustees Of IMIT
The Portfolio will not purchase or retain the securities of any issuer if the
officers and Trustees of IMIT, 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.
5
<PAGE>
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 IMIT and its affiliates might possibly become directors of
companies in which IMIT holds stock.
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 in excess of 5% of the value of its total assets.
IMPACT MANAGEMENT INVESTMENT TRUST MANAGEMENT
Officers and Trustees are listed with their addresses, birthdates, present
positions with Impact Management Investment Trust, and principal occupations.
Name: Charles R. Clark*
Birthdate: November 16, 1959
1875 Ski Time Square Drive, Suite One
Steamboat Springs, Colorado 80487
Chairman of the Board of Trustees
Occupation: Chief 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.
6
<PAGE>
Name: Ronald A. Stiller*
Birthdate: March 28, 1956
870 Blue Ridge Road
Pittsburgh, PA 15239
Trustee and President
Occupation: National Marketing and Sales Director of Jordan American
Holdings, Inc. 1997 to present; Founder and President of IMPACT
Financial Network 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
3215 Chestnut Street
Murrysville, PA 15668
Trustee
Occupation: President of Cornerstone TeleVision since 1995, Vice President
and General Manager of Cornerstone TeleVision, 1976-1995,
President and Director of Group C since 1991, Vice President
and Director of Christian Advance International since 1985,
Director of International Christian University of Zaire since
1996.
Name: Gerald L. Bowyer
Birthdate: August 31, 1962
820 Pine Hollow Road
McKees Rocks, PA 15136
Trustee
Occupation: President, Allegheny Institute since 1994; Currently the host
of "Focus on the Issues," a syndicated public affairs
television program originating on WPCB, Cornerstone TeleVision.
He previously served as Director of Youth Opportunities Unlimited
from 1993-1995; and worked as a Pension Consultant for John F.
Agostin Actuarial Services from 1991-1993.
Name: Allen L. Zeolla*
Birthdate: June 19, 1958
128 Alcan Drive
Pittsburgh, PA 15239-2361
Treasurer and Secretary
Occupation: Assistant Director of Marketing and Sales for Jordan American
Holdings, Inc. 1997 to present; Financial Consultant, insurance
and investment planning services since 1994; previously, served
as Service Department Manager for Conco from 1990-1995.
* An "interested person" of IMIT, as defined in the Investment Company Act of
1940, as amended.
7
<PAGE>
TRUST OWNERSHIP
As of March 15, 1998, officers and Trustees of IMIT owned individually and
together less than 1% of IMIT's outstanding Shares.
As of March 15, 1998, the following persons owned beneficially more than 5% of
the outstanding voting shares of the Portfolio: Gisela Urban, Pittsburgh, PA
(5.5%); Thelma D. Schaeffer, Pittsburgh, PA (5.8%).
TRUSTEES' AND OFFICERS' COMPENSATION
Trustees and Officers do not receive any compensation from IMIT.
TRUSTEE LIABILITY
IMIT's Declaration of Trust provides that Trustees will not be liable for
errors of judgment or mistakes of fact or law. However, Trustees 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 PORTFOLIO
The Portfolio'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 under the symbol "JAHI". At a special
meeting of shareholders of the Portfolio held on January 14, 1998, the
shareholders of the Portfolio approved an Amended and Restated Investment
Advisory Agreement ("Advisory Agreement") between IMIT on behalf of the
Portfolio and the Advisor. The Advisory Agreement became effective on May __,
1998, and has an initial term of two years from the date of effectiveness.
The Advisory Agreement may be renewed after its initial term only so long as
such renewal and continuance are specifically approved at least annually by
the Board of Trustees or by vote of a majority of the outstanding voting
securities of the Portfolio and only if the terms of the renewal thereof have
been approved by the vote of a majority of the Trustees of IMIT who are not
parties thereto or interest persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval. The Advisory
Agreement will terminate automatically in the event of its assignment.
8
<PAGE>
The Advisory Agreement provides that Advisor shall not be liable to IMIT, 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 IMIT.
ADVISORY FEES
For its advisory services, Jordan American Holdings, Inc. receives an annual
investment advisory fee, calculated daily and paid monthly, as described in
the prospectus. During the fiscal year ended September 30, 1997, IMIT paid
the Adviser $503 for advisory services on behalf of the Portfolio.
DISTRIBUTION OF SHARES
IMPACT Financial Network, Inc. ("IFNI") is the principal distributor of Shares
of IMIT. IFNI is located at 1875 Ski Time Square Drive, Suite One, Steamboat
Springs, CO 80487. IFNI is a Florida corporation and is a wholly-owned
subsidiary of the Advisor. IFNI does not receive any fee or other compensation
except as described under "Distribution Plan" below. For the period June 17,
1997 (commencement of operations) to September 30, 1997, the Distributor
received no fee for distribution services to the Portfolio.
DISTRIBUTION PLAN
At a special meeting of shareholders of the Portfolio held on January 14,
1998, the shareholders of the Portfolio approved a distribution plan pursuant
to Rule 12b-1 under the 1940 Act (the "Plan") for the Portfolio. Pursuant to
the Plan, the Portfolio may pay up to a maximum of 1.00% of its average net
assets per year for expenses incurred by IFNI or others in the distribution
and servicing of Portfolio Shares. The fees are paid on a monthly basis,
based on the Portfolio's average daily net assets attributable to the Shares.
Pursuant to the Plan, IFNI as distributor, is entitled to a reimbursement each
month for the actual expenses incurred in the distribution and promotion of
the Portfolio's shares, including but not limited to, printing of prospectuses
and reports used for sales purposes, preparation and printing of sales
literature and related expenses, advertisements, and other distribution-
related expenses as well as any distribution or service fees paid to
securities dealers or others who have executed a dealer agreement with IFNI.
Any expense of distribution in excess of 1.00% per annum will be borne by the
Advisor without any reimbursement or payment by the Portfolio.
The Plan also provides that to the extent that the Portfolio, the Advisor,
IFNI or other parties on behalf of the Portfolio, the Advisor or IFNI makes
payments that are deemed to be payments for the financing of any activity
primarily intended to result in the sale of shares issued by the Portfolio
within the context of Rule 12b-1, such payments shall be deemed to be made
pursuant to the Plan. In no event shall the payments made under the Plan,
plus any other payments deemed to be made pursuant to the Plan, exceed the
amount permitted to be paid pursuant to the Conduct Rules of the National
Association of Securities Dealers, Inc., Article III, Section 26(d)(4).
9
<PAGE>
The Board of Trustees has determined that a consistent cash flow resulting
from the sale of new shares is necessary and appropriate to meet redemptions
and to take advantage of buying opportunities without having to make
unwarranted liquidations of portfolio securities. The Board therefore
believes that it will likely benefit the Portfolio to have monies available
for the direct distribution activities of IFNI in promoting the sale of the
Portfolio. The Board of Trustees, including the non-interested Trustees, has
concluded that in the exercise of their reasonable business judgment and in
light of their fiduciary duties, there is a reasonable likelihood that the
Plan will benefit the Portfolio and its shareholders.
The Plan has been approved by the Board of Trustees, including all of the
Trustees who are non-interested persons as defined in the 1940 Act. The Plan
must be renewed annually by the Portfolio's Board of Trustees, including a
majority of the Trustees who are non-interested persons of the Portfolio and
who have no direct or indirect financial interest in the operation of the
Plan. The votes must be cast in person at a meeting called for that purpose.
It is also required that the selection and nomination of such Trustees be
done by the non-interested Trustees. The Plan and any related agreements may
be terminated at any time, without any penalty: 1) by vote of a majority of
the non-interested Trustees on not more than 60 days' written notice, 2) by
IFNI on not more than 60 days' written notice, 3) by vote of a majority of the
Portfolio's outstanding shares, on 60 days' written notice, and 4)
automatically by any act that terminates the Underwriting Agreement with IFNI.
IFNI or any dealer or other firm may also terminate their respective
agreements at any time upon written notice.
The Plan and any related agreement may not be amended to increase materially
the amounts to be spent for distribution expenses without approval by a
majority of the Portfolio's outstanding shares, and all material amendments
to the Plan or any related agreements shall be approved by a vote of the
non-interested Trustees, cast in person at a meeting called for the purpose of
voting on any such amendment.
IFNI is required to report in writing to the Board of Trustees of the
Portfolio, at least quarterly, on the amounts and purpose of any payment made
under the Plan, as well as to furnish the Board with such other information as
may reasonably be requested in order to enable the Board to make an informed
determination of whether the Plan should be continued.
ADMINISTRATIVE SERVICES, TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT
IMPACT Administrative Services, Inc., ("IASI") is responsible for performing
and overseeing administrative, transfer agent, dividend disbursing and fund
accounting services on behalf of the Portfolio. IASI is a wholly-owned
subsidiary of Jordan American Holdings, Inc., the Advisor. The fee paid to
IASI for services is $165.00 per account, per year. IASI has subcontracted
some of these services to Albert John & Company, Inc. ("AJCI"). IASI pays
AJCI for its services from the $165.00 per account fee received by IASI.
Total fees charged to shareholder accounts for the period June 17, 1997
(commencement of operations) to September 30, 1997 amount to $114 per account.
This entire amount was paid to IMPACT Management Services, Inc., the
Portfolio's former administrator.
10
<PAGE>
In addition to the above, the Portfolio's Shareholders pay 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, when effecting the purchases and sales of portfolio securities
for the account of the Portfolio, will seek execution of trades either (i) at
the most favorable and competitive rate of commission charged by any broker,
dealer or member of an exchange, or (ii) at a higher rate of commission
charges if reasonable in relation to brokerage and research services provided
to the Portfolio or the Advisor by such member, broker, or dealer. Such
services may include, but are not limited to, any one or more of the
following: information on the availability of securities for purchase or
sale, statistical or factual information, or opinions pertaining to
investments. The Advisor may use research and services provided to it by
brokers and dealers in servicing all its clients; however, not all such
services will be used by the Advisor in connection with the Portfolio.
Brokerage may also be allocated to dealers in consideration of the Portfolio's
share distribution but only when execution and price are comparable to that
offered by other brokers.
Some securities considered for investment by the Portfolio may also be
appropriate for other clients served by the Advisor. If purchases or sales of
securities consistent with the investment policies of the Portfolio and one or
more of these other clients served by the Advisor is considered at or about
the same time, transactions in such securities will be allocated among the
Portfolio and clients in a manner deemed fair and reasonable by the Advisor.
Although there is no specified formula for allocating such transactions, the
various allocation methods used by the Advisor, and the results of such
allocations, are subject to periodic review by the Portfolio's Board of
Trustees.
It is anticipated that the majority of the Portfolio's brokerage transactions
will be effected by IMPACT Financial Network, Inc., IMIT'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 IMIT to the Distributor was $1,875, representing 100% of
total commissions paid by IMIT 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."
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."
11
<PAGE>
REDEMPTION IN KIND
IMIT has elected to be governed by Rule 18f-1 of the Investment Company Act
of 1940, under which IMIT 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 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 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
IMIT 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.
12
<PAGE>
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)%.
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 total return.
13
<PAGE>
To help investors evaluate how the Portfolio might satisfy their investment
objective, advertisements regarding the Portfolio may discuss total return for
the Portfolio as reported by various financial publications. Advertisements
may also compare total return to total return as reported by other
investments, indices and averages. The following publications, indices and
averages may be used:
Standard & Poor's 500 Composite Stock Price Index
Russell 2000 Index
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 IMIT'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.
14
<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)# (.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).
<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 $162,753
-identified cost $165,424
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 ("IMIT") was organized as a Massachusetts
business trust on December 18, 1996. IMIT 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 IMIT. IMIT 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. IMIT commenced investing in securities
on September 16, 1997.
IMIT'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>
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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
IMIT 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 IMIT 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
IMIT 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 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. Amended and Restated Investment Advisory Agreement - Form filed herewith
6. Amended and Restated Underwriting Agreement - Form filed herewith
7. Inapplicable
8. Form of Custody Agreement**
9. (a) Administrative Services Agreement - Form filed herewith
(b) Mutual Fund Services Agreement - Form filed herewith
10. Opinion and Consent of Counsel**
11. Consent of Independent Auditors - filed herewith
12. Inapplicable
13. Subscription Agreement **
14. Inapplicable
15. Distribution Plan pursuant to Rule 12b-1 - Form filed herewith
16. Schedule for computation of performance data - incorporated by reference
to Post-Effective Amendment No. 1 filed on January 9, 1998
17. Financial Data Schedule - filed herewith
18. Inapplicable
19. Power of Attorney*
* Incorporated by reference to IMIT'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.
<PAGE>
Item 25. Persons Controlled by or Under Common Control with Registrant -
Inapplicable
Item 26. Number of Holders of Securities
As of March 15, 1998, there were 123 holders of record of the shares of IMIT
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 IMIT 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
IMIT, and the Impact Management Growth Portfolio:
<PAGE>
<TABLE>
<S> <C> <C>
Positions Positions
and Offices and Offices
with with
Name Underwriter Registrant
W. Neal Jordan
1875 Ski Time Square Drive,
Suite One
Steamboat Springs, CO 80487 President None
Charles R. Clark
1875 Ski Time Square Drive
Suite One
Steamboat Springs, CO 80487 Vice-President Trustee
Ronald A. Stiller
870 Blue Ridge Road
Pittsburgh, PA 15239 Director President and
Trustee
</TABLE>
(c) Inapplicable.
Item 30. Location of Accounts and Records
All such accounts, books and other documents are maintained by Section 31(a)
of the Investment Company Act of 1940 and Rules 31a-1 through 31a-3
promulgated thereunder are maintained at one or more of the following
locations:
Registrant, 1875 Ski Time Square Drive, Suite One,
Steamboat Springs, CO 80487,
Jordan American Holdings, Inc. 1875 Ski Time Square Drive, Suite One,
Steamboat Springs, CO 80487,
IMPACT Administrative Services, Inc., 1875 Ski Time Square Drive, Suite One,
Steamboat Springs, CO 80487,
Albert John & Company, Inc., 616 W. Fifth Avenue, Suite 204
McKeesport, PA 15132
The Fifth Third Bank, 38 Fountain Square Plaza
Cincinnati, Ohio 45263.
Item 31. Management Services
Inapplicable
<PAGE>
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 has duly caused this Post Effective
Amendment No. 2 to its Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Pittsburgh and the
Commonwealth of Pennsylvania on the 30th day of March, 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 March 30, 1998
Charles R. Clark Board of Trustees
/s/ Ronald A. Stiller* President March 30, 1998
Ronald A. Stiller Principal
Executive Officer
and Trustee
/s/ Oleen Eagle* Trustee March 30, 1998
Oleen Eagle
/s/ Gerald L. Bower* Trustee March 30, 1998
Gerald L. Bower
/s/ Allen L. Zeolla* Treasurer/Secretary March 30, 1998
Allen L. Zeolla
* By /s/ Charles R. Clark
Charles R. Clark Attorney-in-fact
(pursuant to power of attorney)
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<S> <C>
Exhibit No. Document
24(b)5 Amended and Restated Investment Advisory Agreement
24(b)6 Amended and Restated Underwriting Agreement
24(b)9(a) Administrative Services Agreement
24(b)9(b) Mutual Fund Services Agreement
24(b)11 Consent of Independent Auditors
24(b)15 Distribution Plan
24(b)(17) Financial Data Schedule
</TABLE>
Exhibit 24(b)(5)
IMPACT MANAGEMENT INVESTMENT TRUST
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made by and between IMPACT MANAGEMENT INVESTMENT TRUST, a
Massachusetts business trust (hereinafter called the "Trust"), on behalf of
IMPACT MANAGEMENT GROWTH PORTFOLIO (the "Portfolio"), and JORDAN AMERICAN
HOLDINGS, INC. d/b/a EQUITY ASSETS MANAGEMENT, a Florida corporation
(hereinafter called the "Investment Adviser").
WITNESSETH:
WHEREAS, the Trust has been organized and operates as an investment company
registered under the Investment Company Act of 1940 (the "1940 Act") and
engages in the business of investing and reinvesting its assets in
securities, and the Investment Adviser is a registered Investment Adviser
under the Investment Advisers Act of 1940 (the "Advisers Act") and
engages in the business of providing investment management services; and
WHEREAS, the Trust has selected the Investment Adviser to serve as the
investment adviser for the Portfolio effective as of the date of this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and each of the parties hereto intending to be legally bound, it is agreed as
follows:
<PAGE>
1. The Trust on behalf of the Portfolio hereby employs the Investment
Adviser to manage the investment and reinvestment of the Portfolio's assets
and to administer its affairs, subject to the direction of the Board of
Trustees and officers of the Trust for the period and on the terms
hereinafter set forth. The Investment Adviser hereby accepts such employment
and agrees during such period to render the services and assume the
obligations herein set forth for the compensation herein provided. The
Investment Adviser shall for all purposes herein, be deemed to be an
independent contractor, and shall, unless otherwise expressly provided and
authorized, have no authority to act for or to represent the Trust or the
Portfolio in any way, or in any way be deemed an agent of the Trust or the
Portfolio. The Investment Adviser shall regularly make decisions as to what
securities to purchase and sell on behalf of the Portfolio and shall record
and implement such decisions and shall furnish the Board of Trustees of the
Trust with such information and reports regarding the Portfolio's investments
as the Investment Adviser deems appropriate or as the Trustees of the Trust
may reasonably request. Subject to compliance with the requirements of
the 1940 Act, the Investment Adviser may retain as a sub-adviser to the
Portfolio, at the Investment Adviser's own expense, any investment adviser
registered under the Advisers Act.
2. The Portfolio shall conduct its own business and affairs and shall bear
the expenses and salaries necessary and incidental thereto including, but not
in limitation of the foregoing, the costs incurred in: the maintenance of its
corporate existence; the maintenance of its own books, records and
procedures; dealing with its own shareholders; the payment of dividends;
transfer of stock, including issuance, redemption and repurchase of shares;
preparation of share certificates; reports and notices to shareholders;
calling and holding of shareholders' meetings; miscellaneous office expenses;
brokerage commissions; custodian fees; legal and accounting fees; and taxes.
Partners and employees of the Investment Adviser may be trustees, directors,
-2-
<PAGE>
officers and employees of the funds of which the Investment Adviser serves as
investment adviser. Partners and employees of the Investment Adviser who are
trustees, officers and/or employees of the Trust shall not receive any
compensation from the Trust for acting in such dual capacity.
In the conduct of the respective businesses of the parties hereto and in the
performance of this Agreement, the Trust and Investment Adviser may share
facilities common to each, with appropriate proration of expenses between
them.
3. (a) The Investment Adviser shall place and execute Portfolio orders for
the purchase and sale of portfolio securities with broker-dealers. Subject
to the primary objective of obtaining the best available prices and
execution, the Investment Adviser will place orders for the purchase and sale
of portfolio securities for the Portfolio with such broker-dealers as it may
select from time to time, including brokers who provide statistical, factual
and financial information and services to the Portfolio, to the Investment
Adviser, or to any other fund for which the Investment Adviser provides
investment advisory services and/or with broker-dealers who sell shares of
the Portfolio or who sell shares of any other fund for which the Investment
Adviser provides investment advisory services. Broker-dealers who sell
shares of the funds of which the Investment Adviser is investment adviser,
shall only receive orders for the purchase or sale of portfolio securities to
the extent that the placing of such orders is in compliance with the Rules of
the Securities and Exchange Commission and the National Association of
Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above and subject
to such policies and procedures as may be adopted by the Board of Trustees
and officers of the Trust, the Investment Adviser is authorized to pay a
member of an exchange, broker or dealer an amount of commission for effecting
a securities transaction in excess of the amount of commission another
-3-
<PAGE>
member of an exchange, broker or dealer would have charged for effecting that
transaction, in such instances where the Investment Adviser has determined in
good faith that such amount of commission was reasonable in relation to the
value of the brokerage and research services provided by such member, broker
or dealer, viewed in terms of either that particular transaction or the
Investment Adviser's overall responsibilities with respect to the Portfolio
and to other funds for which the Investment Adviser exercises investment
discretion.
4. As compensation for the services to be rendered to the Portfolio by the
Investment Adviser under the provisions of this Agreement, the Trust on
behalf of the Portfolio shall pay to the Investment Adviser from the
Portfolio's assets an annual fee equal to 1.25% of the daily average net
assets of the Portfolio, payable on a monthly basis.
If this Agreement is terminated prior to the end of any calendar month, the
management fee shall be prorated for the portion of any month in which this
Agreement is in effect according to the proportion which the number of
calendar days, during which the Agreement is in effect, bears to the number
of calendar days in the month, and shall be payable within 10 days after the
date of termination.
5. The services to be rendered by the Investment Adviser to the Trust
on behalf of the Portfolio under the provisions of this Agreement are not to
be deemed to be exclusive, and the Investment Adviser shall be free to render
similar or different services to others so long as its ability to render the
services provided for in this Agreement shall not be impaired thereby.
6. The Investment Adviser, its partners, employees, and agents may engage in
other businesses, may render investment advisory services to other investment
companies, or to any other corporation, association, firm or individual, and
may render underwriting services to the Trust on behalf of the Portfolio or
to any other investment company, corporation, association, firm or
individual.
-4-
<PAGE>
7. In the absence of willful misfeasance, bad faith, gross negligence, or a
reckless disregard of the performance of duties of the Investment Adviser to
the Portfolio, the Investment Adviser shall not be subject to liabilities to
the Trust, the Portfolio or to any shareholder of the Portfolio for any
action or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding or
sale of any security, or otherwise.
8. This Agreement shall be executed and become effective as of the date
written below if approved by the vote of a majority of the outstanding voting
securities of the Portfolio. It shall continue in effect for a period of two
years and may be renewed thereafter only so long as such renewal and
continuance is specifically approved at least annually by the Board of
Trustees or by vote of a majority of the outstanding voting securities of the
Portfolio and only if the terms and the renewal hereof have been approved by
the vote of a majority of the Trustees of the Trust who are not parties
hereto or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval. No material amendment to
this Agreement shall be effective unless the terms thereof have been approved
by the vote of a majority of the outstanding voting securities of the
Portfolio and by the vote of a majority of Trustees of the Trust who are not
parties to the Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval.
Notwithstanding the foregoing, this Agreement may be terminated by the Trust
at any time, without the payment of a penalty, on sixty days' written notice
to the Investment Adviser of the Trust's intention to do so, pursuant to
-5-
<PAGE>
action by the Board of Trustees of the Trust or pursuant to a vote of a
majority of the outstanding voting securities of the Fund. The Investment
Adviser may terminate this Agreement at any time, without the payment of
penalty on sixty days' written notice to the Trust of its intention to do so.
Upon termination of this Agreement, the obligations of all the parties
hereunder shall cease and terminate as of the date of such termination,
except for any obligation to respond for a breach of this Agreement committed
prior to such termination, and except for the obligation of the Trust to pay
to the Investment Adviser the fee provided in Paragraph 4 hereof, prorated to
the date of termination. This Agreement shall automatically terminate in the
event of its assignment. The Investment Adviser will notify the Trust of any
changes in the membership of the Investment Adviser within a reasonable time
after such change.
9. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
10. For the purposes of this Agreement, the terms "vote of a majority of
the outstanding voting securities"; "interested persons"; and "assignment"
shall have the meaning defined in the 1940 Act.
-6-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the _______ day of ________,
1998.
Attest: IMPACT MANAGEMENT INVESTMENT TRUST
__________________________ By:__________________________________
President
Attest: JORDAN AMERICAN HOLDINGS, INC.
d/b/a EQUITY ASSETS MANAGEMENT
By:__________________________________
President
-7-
Exhibit 24(b)(6)
Amended and Restated
Underwriting Agreement
between
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT FINANCIAL NETWORK, INC.
THIS UNDERWRITING AGREEMENT is made this ___ day of _________, 1997, between
Impact Management Investment Trust (the "Trust"), a Massachusetts business
trust and Impact Financial Network, Inc. ("Underwriter"), a corporation
organized under the laws of the State of Florida.
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company;
and
WHEREAS, the Underwriter is engaged in the business of promoting the
distribution of the securities of investment companies, and is a member of
the National Association of Securities Dealers (the "NASD") and is registered
as a broker-dealer under the Securities Exchange Act of 1934 (the "1934
Act"); and
WHEREAS, the Trust is authorized to issue an unlimited number of shares of
beneficial interest ("Shares") in one or more classes or series, and has
registered or qualified such Shares as the case may be for public offering
and distribution under the Securities Act of 1933 (the "1933 Act") and any
applicable state securities laws; and
WHEREAS, the Trust is authorized to offer for public sale one or more
distinct series of Shares of beneficial interest ("Series"), representing an
undivided interest in the assets, subject to the liabilities, allocated to
that Series and each Series having a separate investment objective and
policies; and
WHEREAS, the Trust has established the Impact Management Growth Portfolio
Series, and anticipates that it will establish multiple Series (each a
"Portfolio");
WHEREAS, the Trust wishes to employ the services of the Underwriter to assist
in the distribution of the Shares in accordance with applicable laws and such
Plan(s) of Distribution as the Trust may adopt; and
WHEREAS, the Underwriter wishes to provide distribution services to the Trust
as set forth below;
<PAGE>
NOW, THEREFORE, in consideration of the mutual promises and undertakings
herein contained, the parties agree as follows:
1. Sale of Shares. During the term of this Agreement the Trust grants to
the Underwriter the right to sell on its behalf Shares of all Series of the
Trust, now or hereafter created, subject to the registration requirements of
the 1933 Act, and of the laws governing the sale of securities in various
states (the "Blue Sky Laws") under the terms and conditions set forth herein.
In connection therewith, the Underwriter (i) shall have the right to sell, as
agent on behalf of the Trust, Shares authorized for issue and registered
under the 1933 Act and applicable Blue Sky laws; and (ii) shall sell such
Shares only in compliance with applicable law, the terms set forth in the
Trust's currently effective registration statement, and in accordance with
any Plan of Distribution of the Trust for any Series, as may be in effect
from time to time, and further in compliance with any limitations which may
be imposed by the Trustees of the Trust. The Underwriter is not obligated to
sell any specific number of Shares.
2. Selling Dealer Agreements. Subject to the supervisory authority of the
Trustees of the Trust, and on such terms as are authorized by the Trust, the
Underwriter may enter into selling dealer agreements with selected dealers
and others ("Selling Dealers") for the provision of distribution services
related to the sale of Trust Shares as well as other shareholder services as
agreed by affected parties. The Underwriter will act only as principal in
entering into such selling dealer agreements.
3. Sale of Shares by the Trust. The rights granted to the Underwriter shall
be nonexclusive in that the Trust reserves the right to sell its Shares to
investors on applications received and accepted by the Trust. Further, the
Trust reserves the right to issue Shares in connection with (a) the merger or
consolidation of the assets of, or acquisition by the Trust through purchase
or, otherwise, with any other investment company, trust or personal holding
company; (b) the payment or reinvestment of dividends or distributions; or
(c) any offer of exchange permitted by Section 11 of the 1940 Act.
4. Shares Covered by this Agreement. This Agreement shall apply to Shares
of all Series of the Trust, Shares of all Series of the Trust held in its
treasury in the event that in the discretion of the Trust treasury Shares
shall be sold, and Shares of all series of the Trust repurchased for resale.
5. Public Offering Price. Except as otherwise noted in the Trust's current
Prospectus (the "Prospectus") or Statement of Additional Information (the
"SAI") with respect to each Series, all Shares sold to investors by the
Underwriter or the Trust will be sold at the public offering price. The
Public offering price for all accepted subscriptions will be the net asset
value per share, determined in the manner described in the Trust's current
Prospectus or SAI with respect to the applicable Series. The Trust shall in
all cases receive the net asset value per share on all sales.
-2-
<PAGE>
6. Suspension of Sales. If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further orders
for Shares shall be processed by the Underwriter except such unconditional
orders placed with the Underwriter before it had knowledge of the suspension.
In addition, the Trust reserves the right to suspend sales and the
Underwriter's authority to process orders for Shares on behalf of the Trust
if, in the judgment of the Trust it is in the best interests of the Trust to
do so. Suspension will continue for such period as may be determined by the
Trust. In addition, the Trust and the Underwriter reserve the right to
reject any purchase order.
7. Solicitation of Sales. In consideration of these rights granted to the
Underwriter, the Underwriter agrees to use all reasonable efforts, consistent
with their other business, to secure purchasers for Shares of the Trust.
This shall not prevent the Underwriter from entering into like arrangements
(including arrangements involving the payment of underwriting commissions)
with other issuers. The Underwriter agrees to use all reasonable efforts to
ensure that taxpayer, identification numbers provided for shareholders of the
Trust are correct.
8. Authorized Representations. The Underwriter is not authorized by the
Trust to give any information or to make any representations other than those
contained in the appropriate registration statements, Prospectuses or SAI's
filed with the Securities and Exchange Commission (the "SEC") under the 1933
Act or with the states under applicable Blue Sky Laws (as those registration
statements, Prospectuses and SAI's may be amended from time to time), or
contained in shareholder reports or other material that may be prepared by or
on behalf of the Trust for the Underwriter's use. This shall not be
construed to prevent the Underwriter from preparing and distributing, in
compliance with applicable laws and regulations, sales literature or other
material as it may deem appropriate. The Underwriter will furnish or cause
to be furnished copies of such sales literature or other material to the
President of the Trust or his or her designee and will provide that designee
with a reasonable opportunity to comment on it. The Underwriter agrees to
take appropriate action to cease using such sales literature or other
material to which the Trust reasonably objects as promptly as practicable
after receipt of the objection.
9. Registration of Shares. The Trust agrees that it will take all action
necessary to register and qualify under the 1933 Act and applicable state
Blue Sky Laws all shares which are to be made subject to any public offering
or sale (subject to the necessary approval, if any, of its shareholders) so
that there will be available for sale the number of Shares the Underwriter
may reasonably be expected to sell. The Trust shall furnish to the
Underwriter copies of all information, financial statements and other papers
which the Underwriter may reasonably request for use in connection with the
distribution of Shares of each Series of the Trust.
10. Repurchase of Shares. The Underwriter as agent and for the account of
the Trust may repurchase Shares offered for resale to either of them, and
redeem such Shares at their net asset value.
-3-
<PAGE>
11. Expenses, Compensation and Reimbursement.
(a) The Trust shall pay all fees and expenses:
(i) in connection with the preparation, setting in type and filing of any
registration statement, Prospectus and SAI under the 1933 Act, and any
amendments thereto, for the registration of its Shares;
(ii) in connection with the registration and qualification of Shares for sale
in the various states in which the Board of Trustees (the "Trustees") of the
Trust shall determine it advisable to qualify such Shares for sale (including
registering the Trust or Series as a broker or dealer or any officer of the
Trust as agent or salesperson in any state);
(iii) of preparing, setting in type, printing and mailing any report or other
communication to shareholders of the Trust in their capacity as such; and
(iv) of preparing, setting in type, printing and mailing Prospectuses, SAI's,
and any supplements thereto, sent to existing shareholders.
(b) The Underwriter shall pay costs of:
(i) printing and distributing Prospectuses, SAI's and reports prepared for
its use in connection with the offering of Shares for sale to the public;
(ii) any other literature used in connection with such offering;
(iii) advertising in connection with such offering including, but not limited
to public relations services, sales presentations, media charges, and
preparation, printing and mailing of advertising and sales literature; data
processing necessary to support a distribution effort; printing and mailing
prospectuses to prospective investors; sales commissions; and distribution
and shareholder servicing activities of broker-dealers and other financial
institutions; and
(iv) filing fees required by regulatory authorities for sales literature and
advertising materials and any additional out-of-pocket expenses incurred in
connection with these and any other costs of distribution.
(c) In addition to the services described above, the Underwriter will provide
services including assistance in the production of marketing and advertising
materials for the sale of Shares of the Trust and the Underwriter will review
them for compliance with applicable regulatory requirements, and submit them
for required regulatory review.
-4-
<PAGE>
(d) In connection with the services to be provided by the Underwriter, and
its costs assumed, under this Agreement, the Underwriter shall receive from
the Trust such payments as shall be authorized to be paid by the Trust
pursuant to any Plan of Distribution adopted by the Trust in accordance with
Rule 12b-1 under the 1940 Act, and reimbursement of such expenses of the
Trust as may be paid by the Underwriter from time to time.
(e) In connection with the services to be provided by the Underwriter under
this Agreement, and payments to be made and expenses to be incurred by the
parties under this Agreement, the Underwriter agrees to provide to the Board
of Trustees of the Trust such information as may be required to be reviewed
by the Trustees under Rule 12b-1 of the 1940 Act, including such financial
information as may be required in connection with the adoption, supervision,
or continuation of any Plan of Distribution of the Trust under such rule, or
the adoption of any budget thereunder.
12. Indemnification of the Trust. The Underwriter agrees to indemnify each
Portfolio of the Trust and the Trust against any and all litigation and other
legal proceedings of any kind or nature and against any liability, judgment,
cost, or penalty imposed as a result of such litigation or proceedings in any
way arising out of or in connection with the sale or distribution of the
shares of such Portfolio by the Underwriter. In the event of the threat or
institution of any such litigation or legal proceedings against any
Portfolio, the Underwriter shall defend such action on behalf of the
Portfolio or the Trust at the Underwriter's own expense, and shall pay any
such liability, judgment, cost, or penalty resulting therefrom, whether
imposed by legal authority or agreed upon by way of compromise and
settlement; provided, however, the Underwriter shall not be required to pay
or reimburse a Portfolio for any liability, judgment, cost, or penalty
incurred as result of information supplied by, or as the result of the
omission to supply information by, the Trust to the Underwriter, or to the
Underwriter by a director, officer, or employee of the Trust who is not an
"interested person," as defined in the provisions of the 1940 Act, of the
Underwriter, unless the information so supplied or omitted was available to
the Underwriter or the Portfolio's investment adviser without recourse to the
Portfolio or the Trust or any such person referred to above.
13. Effectiveness, Termination.
(a) This Agreement shall become effective as of the date first written above,
and unless terminated as provided, shall continue in force for two (2) years
from the date of its execution and thereafter from year to year, provided
continuance is approved at least annually by either (i) the vote of a
majority of the Trustees of the Trust, or by the vote of a majority of the
outstanding voting securities of the Trust, and (ii) the vote of a majority
of those Trustees of the Trust who are not interested persons of the Trust
and who are not parties to this Agreement or interested persons of any party,
cast in person at a meeting called for the purpose of voting on the approval.
-5-
<PAGE>
(b) This Agreement shall automatically terminate in the event of its
assignment. As used in this Section, the terms "vote of a majority of the
outstanding voting securities," "assignment" and "interested person" shall
have the respective meanings specified in the 1940 Act and the rules enacted
thereunder as now in effect or as hereafter amended.
(c) In addition to termination by failure to approve continuance or by
assignment, this Agreement may at any time be terminated without the payment
of any penalty: (i) by the Trust (by the vote of a majority of the Trustees
of the Trust who are not interested persons of the Trust, or by vote of a
majority of the outstanding voting securities of the Trust or an affected
series of the Trust) upon not less than sixty (60) days written notice to the
affected party; or (ii) by the Underwriter upon not less than sixty (60) days
written notice to the Trust.
14. Amendments. The Underwriter and the Trust shall regularly consult with
each other regarding the performance of their respective obligations and the
Underwriter's compensation under the foregoing provisions. In connection
therewith, the Trust shall submit to the Underwriter at a reasonable time in
advance of filing with the SEC copies of any amended or supplemented
registration statement of the Trust (including exhibits) under the 1933 Act,
and the 1940 Act, and, a reasonable time in advance of their proposed use,
copies of any amended or supplemented forms relating to any plan, program or
service offered by the Trust. Any change in such materials that would
require any change in the Underwriter's obligations under the foregoing
provisions shall be subject to the burdened party's approval, which shall not
be unreasonably withheld. In the event that a change in such documents or in
the procedures contained therein increases the cost or potential liability to
the Underwriter in performing their obligations hereunder by more than an
insubstantial amount, the Underwriter shall be entitled to receive reasonable
compensation therefor.
This Agreement may be amended at any time by mutual consent of the parties,
provided that such consent on the part of the Trust shall have been approved
(i) by the Trustees of the Trust, or by a vote of a majority of the
outstanding voting securities of the Trust, and (ii) by vote of a majority of
the Trustees of the Trust who are not interested persons of the Underwriter
or of the Trust cast in person at a meeting called for the purpose of voting
on such amendment.
15. Notice. Any notice under this Agreement shall be given in writing
addressed to the party intended to receive such notice. Any notice may be
hand delivered, or may be sent by registered or certified mail, postage
prepaid, to the receiving party, at its principal place of business.
16. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
-6-
<PAGE>
17. Governing Law. To the extent that state law has not been preempted by
the provisions of any law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time, this Agreement shall
be administered, construed and enforced according to the laws of the State of
Colorado.
18. Shareholder Liability. The Underwriter acknowledges that it has received
notice of and accepts the limitations of liability set forth in the Trust's
Agreement and Declaration of Trust. The Underwriter agrees that the Trust's
obligations hereunder shall be limited to the assets of the Trust, and that
the Underwriter shall have recourse solely against the assets of the Series
with respect to which the Trust's obligations hereunder relate and shall have
no recourse against the assets of any other Series or against any
shareholder, Trustee, officer, employee, or agent of the Trust.
19. Miscellaneous. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect. This Agreement may be
executed in two counterparts, each of which taken together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
IMPACT MANAGEMENT INVESTMENT TRUST
By:__________________________________
IMPACT FINANCIAL NETWORK, INC.
By:__________________________________
-7-
Exhibit 24(9)(a)
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made as of ___________, 1998 by and between Impact Management
Investment Trust ("IMIT"), a Massachusetts business trust and IMPACT
Administrative Services, Inc. (the "Administrator"), a Florida corporation.
WITNESSETH:
WHEREAS, IMIT is registered as a diversified, open-end, series management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act") and currently offers for sale to investors its shares in Impact
Management Growth Portfolio (the "Portfolio"); and
WHEREAS, IMIT wishes to retain the Administrator to provide certain transfer
agent, fund accounting, dividend disbursing and administration services with
respect to the Portfolio, and the Administrator is willing to furnish or
provide for the furnishing of such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. Appointment. IMIT hereby appoints the Administrator to provide transfer
agent, fund accounting, dividend disbursing and fund administration services
to the Portfolio, subject to the supervision of the Board of Trustees of
IMIT (the "Board"), for the period and on the terms set forth in this
Agreement. The Administrator accepts such appointment and agrees to furnish
the services herein set forth in return for the compensation as provided in
Paragraph 3 of this Agreement.
2. Services Provided by the Administrator. The Administrator will provide
the following services subject to the control, direction and supervision of
the Board, and in compliance with the objectives, policies and limitations
set forth in IMIT's Registration Statement, Bylaws and applicable laws and
regulations.
(a) General Administration. The Administrator shall manage, administer and
conduct the general business activities of the Portfolio other than those
which have been contracted to other third parties by IMIT as of the date
hereof. The Administrator shall provide the personnel and facilities
necessary to perform such general business activities. A detailed
description of these services is included in Attachment A to this Agreement.
(b) Fund Accounting. The Administrator shall provide the following
accounting services to the Portfolio: (i) maintenance of the books and
records and accounting controls for the Portfolio's assets, including
records of all securities transactions; (ii) calculation of the Portfolio's
net asset values in accordance with the Prospectuses and, if requested by
IMIT, transmission of the net asset values to the NASD for publication of
prices; (iii) accounting for dividends, interest and other income received
and distributions made by the Portfolio; (iv) preparation and filing of the
<PAGE>
Portfolio's state and federal tax returns and Semi-Annual Reports on Form
N-SAR; (v) production of transaction data, financial reports and such other
periodic and special reports as the Board may reasonably request; (vi) the
preparation of financial statements for the semi-annual and annual reports
and other shareholder communications; (vii) liaison with the Portfolio's
independent auditors; and (viii) monitoring and administration of
arrangements with the Portfolio's custodian and depository banks. A
complete listing of reports that will be available to the Portfolio is
included in Attachment B of this Agreement.
(c) Transfer Agent. The Administrator shall:
(i) Maintain records showing for each Portfolio shareholder the following:
(A) name, address and tax identification number; (B) number of shares held
of the Portfolio; (C) historical information including dividends paid and
the date and price of all transactions including individual purchases and
redemptions; and (D) any dividend reinvestment order, application, dividend
address and correspondence relating to the current maintenance of the account.
(ii) Record the issuance of shares of beneficial interest of IMIT and shall
notify the Fund in case any proposed issue of shares by the Portfolio shall
result in an over-issue as identified by Section 8-104(2) of the Uniform
Commercial Code and in case any issue would result in such an over-issue,
shall refuse to countersign an over-issue, and/or credit, said shares. Except
as specifically agreed in writing between the Administrator and IMIT, the
Administrator shall have no obligation when countersigning and issuing and/or
crediting shares, to take cognizance of any other laws relating to the issue
and sale of such shares except insofar as policies and procedures of the Stock
Transfer Association recognize such laws.
(iii) Process all orders for the purchase of shares of the Portfolio in
accordance with IMIT's current Registration Statement. Upon receipt of any
check or other payment for purchase of shares of the Portfolio from an
investor, it will: (A) stamp the envelope with the date of receipt;
(B) forthwith process the same for collection; and (C) determine the amounts
thereof due the Portfolio, and notify the Portfolio of such determination
and deposit, such notification to be given on a daily basis of the total
amounts determined and deposited to the Portfolio's custodian bank account
during such day. The Administrator shall then credit the share account of
the investor with the number of shares to be purchased according
to the price of the Portfolio's shares in effect for purchases made on the
date such payment is received by the Administrator, determined as set forth
in the Portfolio's current Prospectus, and shall promptly mail a
confirmation of said purchase to the investor, all subject to any
instructions which IMIT may give to the Administrator with respect to the
timing or manner of acceptance of orders for Portfolio shares relating to
payments so received by it.
-2-
<PAGE>
(iv) Receive and stamp with the date of receipt all written requests for
redemptions or repurchase of shares and shall process redemptions and
repurchase requests as follows: (A) if such redemption request complies with
the applicable standards approved by IMIT, the Administrator shall on each
business day notify the Portfolio of the total number of shares presented
and covered by such requests received by the Administrator on such day;
(B) on or prior to the seventh calendar day succeeding any such request for
redemption, the Administrator shall notify the custodian, subject to the
instructions from the Portfolio, to transfer monies to such account as
designated by the Administrator for such payment to the redeeming shareholder
of the applicable redemption or repurchase price; (C) if any such request for
redemption or repurchase does not comply with applicable standards, the
Administrator shall promptly notify the investor of such fact, together with
the reason therefor, and shall effect such redemption at the Portfolio's price
next determined after receipt of documents complying with said standards or
at such other time as IMIT shall so direct.
(v) Acknowledge all correspondence from shareholders relating to their share
accounts and undertake such other shareholder correspondence as may from time
to time be mutually agreed upon.
(vi) Process redemptions of Portfolio shares upon telephone instructions
from qualified shareholders in accordance with the procedures set forth in
the Portfolio's current Prospectus. The Administrator shall be permitted to
act upon the instruction of any person by telephone to redeem Portfolio
shares from any account for which such services have been authorized. IMIT
hereby agrees to indemnify and hold the Administrator harmless against all
losses, costs or expenses, including attorneys' fees and expenses suffered
or incurred by the Administrator directly or indirectly as a result of
relying on the telephone instructions of any person acting on behalf of a
shareholder account for which telephone services have been authorized.
(vii) Transfer on the records of the Portfolio maintained by it, shares held
in non-certificate form, upon the surrender to it of transfer documents in
proper form for transfer and, upon cancellation thereof, to countersign and
issue new documents of ownership for a like amount of stock and to deliver
the same pursuant to the transfer instructions.
(viii) In the event that any check or other order for the payment of money
is returned unpaid for any reason, take such steps, including redepositing
said check for collection or returning said check to the investor, as the
Administrator may, at its discretion, deem appropriate and notify the
Portfolio of such action, unless the Portfolio instructs otherwise.
However, the Administrator shall not be liable to IMIT or the Portfolio for
any returned checks or other order for the payment of money if it follows
reasonable procedures with respect thereto.
(ix) Prepare, file with the Internal Revenue Service, and mail to
shareholders such returns for reporting payment of dividends and
distributions as are required by applicable laws to be so filed and/or
mailed, and the Administrator shall withhold such sums as are required to be
withheld under applicable Federal income tax laws, rules and regulations.
-3-
<PAGE>
(x) Mail proxy statements, proxy cards and other materials and shall
receive, examine and tabulate returned proxies. The Administrator shall
make interim reports of the status of such tabulation to IMIT upon request,
and shall certify the final results of the tabulation.
(d) Dividend Disbursing. The Administrator shall act as Dividend Disbursing
Agent for the Portfolio, and, as such, shall prepare and mail checks; or
credit income and capital gain payments to shareholders. The Portfolio
shall advise the Administrator of the declaration of any dividend or
distribution and the record and payable date thereof at least five (5) days
prior to the record date. The Administrator shall, on or before the payment
date of any such dividend or distribution, notify the Portfolio's custodian
of the estimated amount required to pay any portion of said dividend or
distribution which is payable in cash, and on or before the payment date of
such distribution, the Portfolio shall instruct its custodian to make
available to the Administrator sufficient funds for the cash amount to be
paid out. If a shareholder is entitled to receive additional shares by
virtue of any such distribution or dividend, appropriate credits will be made
to his account and/or certificates delivered where requested. A shareholder
not electing issuance of certificates will receive a confirmation from the
Administrator indicating the number of shares credited to his account.
(e) Miscellaneous. The Administrator will also:
(i) Provide office facilities (which may be in the offices of the
Administrator or a corporate affiliate of them, but shall be in such location
as IMIT shall reasonably approve) and the services of a principal financial
officer to be appointed by IMIT;
(ii) Furnish statistical and research data, clerical services and stationery
and office supplies;
(iii) Assist in the monitoring of regulatory and legislative developments
which may affect IMIT and the Portfolio and, in response to such developments,
counsel and assist IMIT in routine regulatory examinations or investigations
of IMIT and the Portfolio, and work with outside counsel to IMIT in connection
with regulatory matters or litigation.
(iv) In performing its duties: (A) will act in accordance with IMIT's
Declaration of Trust, Bylaws, Prospectus and the instructions and directions
of the Board and will conform to, and comply with, except as otherwise
provided herein, the, requirements of the 1940 Act and all other applicable
federal or state laws and regulations; and (B) will consult with outside legal
counsel to IMIT, as necessary or, appropriate.
(v) Preserve for the periods prescribed by Rule 3la-2 under the 1940 Act the
records required to be maintained by Rule 3la-1 under said Act in connection
with the services required to be performed hereunder. The Administrator
further agrees that all such records which it maintains for the Portfolio are
the property of IMIT and further agrees to surrender promptly to IMIT any of
such records upon IMIT's request.
-4-
<PAGE>
(f) The Administrator may, at its expense and discretion, subcontract with
any entity or person concerning the provisions of the services contemplated
hereunder. The Administrator will provide prompt notice of such delegation
and provide copies of such subcontracts to IMIT.
3. Fees, Expenses; Expense Reimbursement.
(a) For the services rendered for the Portfolio pursuant to this Agreement,
the Administrator shall be entitled to a fee as set forth in the fee
schedule on Attachment C of this Agreement. Such fees are to be computed
daily and paid monthly on the first business day of the following month.
Upon any termination of this Agreement before the end of any month, the fee
for such part of the month shall be prorated according to the proportion
which such period bears to the full monthly period and shall be payable upon
the date of termination of this Agreement.
(b) The Administrator will from time to time employ or associate with such
person or persons as may be fit to assist them in the performance of this
Agreement. Such person or persons may be officers and employees who are
employed by both the Administrator and IMIT. The compensation of such
person or persons for such employment shall be paid by the Administrator and
no obligation will be incurred by or on behalf of IMIT in such respect.
(c) The Administrator will bear all expenses in connection with the
performance of its services under this Agreement except as otherwise
expressly provided herein. Other expenses to be incurred in the operation
of the Portfolio will be borne by the Portfolio or other parties, including
interest, brokerage fees and commissions, if any, and advisory fees;
provided, however, that, except as provided in any distribution plan adopted
by IMIT, the Portfolio will not bear, directly or indirectly, the cost of
any activity which is primarily intended to result in the distribution of
shares of the Portfolio. In addition, the Administrator may utilize one
or more independent pricing services, approved from time to time by the
Board, to obtain securities prices in connection with determining the net
asset values of the Portfolio, and the Portfolio will reimburse the
Administrator for its share of the cost of such services based upon its
actual use of the services for the benefit of the Portfolio.
4. Duties, Responsibilities and Limitation of Liability.
(a) In the performance of its duties hereunder, the Administrator shall be
obligated to exercise due care and diligence and to act in good faith in
performing the services provided for under this Agreement. In performing
its services hereunder, the Administrator shall be entitled to rely on any
oral or written instructions, notices or other communications from IMIT or
the Portfolio and its custodians, officers and directors, investors, agents,
legal counsel and other service providers which communications the
Administrator reasonably believes to be genuine, valid and authorized.
-5-
<PAGE>
(b) Subject to the foregoing, the Administrator shall not be liable for any
error of judgment or mistake of law or for any loss or expense suffered by
the Portfolio, in connection with the matters to which this Agreement
relates, except for a loss or expense resulting from misfeasance, bad faith
or negligence on the Administrator's part in the performance of its duties
or from disregard by the Administrator of its obligations and duties under
this Agreement. Any person, even though also an officer, director, partner,
employee or agent of the Administrator, who may be or become an officer,
director, partner, employee or agent of the Portfolio, shall be deemed when
rendering services to the Portfolio or acting on any business of the
Portfolio (other than services or business in connection with the
Administrator's duties hereunder) to be rendering such services to or acting
solely for the Portfolio and not as an officer, director, partner, employee
or agent or person under the control or direction of the Administrator even
though paid by the Administrator.
(c) The Administrator shall not be responsible for, and IMIT shall indemnify
and hold the Administrator harmless from and against, any and all losses,
damages, costs, reasonable attorneys' fees and expenses, payments, expenses
and liabilities, except for a loss or expense resulting from misfeasance,
bad faith or negligence on the Administrator's part in the performance of
its duties or from disregard by the Administrator of its obligations and
duties under this Agreement, arising out of or attributable to:
(i) The reliance on or use by the Administrator of its officers, employers
or agents of information, records, or documents which are received by the
Administrator or its officers, employers or agents and furnished to it or
them by or on behalf of IMIT, and which have been prepared or maintained by
IMIT or its officers, employees or agents;
(ii) IMIT's refusal or failure to comply with the terms of this Agreement or
IMIT's lack of good faith, or its actions, or lack thereof, involving gross
negligence or willful misfeasance;
(iii) The taping or other form of recording of telephone conversations or
other forms of electronic communications with other agents of IMIT, its
investors and shareholders, or reliance by the Administrator on telephone or
other electronic instructions of any person acting on behalf of a
shareholder or shareholder account for which telephone or other electronic
services have been authorized; and
(iv) The offer or sale of shares by IMIT in violation of any requirement
under the Federal securities laws or regulations or the securities laws or
regulations of any state, or in violation of any stop order or other
determination or ruling by any Federal agency or any state agency with
respect to the offer or sale of such shares in such state resulting from
activities, actions, or omissions by IMIT or its officers, employees, or
agents prior to the effective date of this Agreement.
-6-
<PAGE>
(d) The Administrator shall indemnify and hold IMIT harmless from and
against any and all losses, damages, costs, charges, reasonable attorneys'
fees and expenses, payments, expenses and liability arising out of or
attributable to the Administrator's refusal or failure to comply with the
terms of this Agreement; the Administrator's breach of any representation or
warranty made by it herein; or the Administrator's lack of good faith, or
acts involving negligence, misfeasance or disregard of its duties hereunder.
5. Term. The Administrator will start the provision of the services
contemplated by this Agreement on the date first hereinabove written or
whenever the current service provider ceases to provide its services and the
operative terms of the Agreement will be effective for a period of one
(1) year from such date, unless sooner terminated as provided herein.
Thereafter, unless sooner terminated as provided herein, this Agreement
shall continue in effect from year to year provided such continuance is
specifically approved at least annually by the Board. This Agreement is
terminable, without penalty, by the Board or by the Administrator, on not
less than ninety (90) days' written notice. Except as provided in Section 8
hereof, this Agreement shall automatically terminate upon its assignment by
the Administrator without the prior written consent of IMIT. Upon
termination of this Agreement, IMIT shall pay to the Administrator such
compensation and any reimbursable expenses as may be due under the terms
hereof as of the date of termination or the date that the provision of
services ceases, whichever is later.
6. Non-Assignability. This Agreement shall not be assigned by any of the
parties hereto without the prior consent in writing of the other party;
provided, however, that the Administrator may in its own discretion and
without limitation or prior consent of IMIT, whenever and on such terms and
conditions as it deems necessary or appropriate, enter into subcontracts,
agreements and understandings with non-affiliated third parties; provided,
that such subcontract, agreement or understanding shall not discharge the
Administrator from its obligations hereunder or delegation of duties to
another third party.
7. Notice. Any notice required or permitted hereunder shall be in writing
to the parties at the following address (or such other address as a party
may specify by notice to the other):
-7-
<PAGE>
If to IMIT: Impact Management Investment Trust
1875 Ski Time Square Dr.
Suite One
Steamboat Springs, CO 80487
Attn: Charles R. Clark
Chairman
With a copy to: Pepper Hamilton LLP
3000 Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103
Attn: Joseph V. Del Raso, Esq.
If to Administrator: IMPACT Administrative Services, Inc.
1875 Ski Time Square Dr.
Suite One
Steamboat Springs, CO 80487
Attn: Charles R. Clark
President
Notice shall be effective upon receipt if by mail, on the date of personal
delivery (by private messenger, courier service or otherwise) or upon
confirmed receipt of telex or facsimile, whichever occurs first.
8. Waiver. The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
9. Severability. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if
any provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and circumstances.
10. Successor and Assigns. The covenants and conditions herein contained
shall, subject to the provisions as to assignment, apply to and bind the
successors and assigns of the parties hereto.
11. Governing Law. This Agreement shall be governed by Colorado law
including its choice of law provisions.
12. Amendments. This Agreement may be modified or amended from time to
time by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
-8-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date indicated above.
IMPACT MANAGEMENT INVESTMENT TRUST
By: /s/__________________________________
Name:
Title:
IMPACT ADMINISTRATIVE SERVICES, INC.
By: /s/__________________________________
Name:
Title:
-9-
<PAGE>
Attachment A
Portfolio Administration Services
Compliance
Prepare and update compliance manuals and procedures.
Assist in the training of portfolio managers, management and Portfolio
accountants concerning compliance manuals and procedures.
Monitor the Portfolio's compliance with investment restrictions (i.e. issuer
or industry diversification, etc.) listed in the current Prospectuses and
Statement of Additional Information. (Frequency - Daily)
Monitor the Portfolio's compliance with the requirements of the Internal
Revenue Code (the "Code") Section 851 for qualification as regulated
investment companies. (Frequency - Monthly)
Calculate and recommend dividend and capital gain distributions in
accordance with distribution policies detailed in the Prospectus. (Frequency
- - Determined by Prospectus)
Prepare year-end dividend and capital gain distributions to establish IMIT's
status as RIC under Section 4982 of the Code regarding minimum distribution
requirements. File Federal Excise Tax Return (Form 8613). (Frequency -
Annually)
Mail quarterly requests for "Securities Transaction Reports" to IMIT's
Trustees/Directors and Officers and "access persons" under the terms of
IMIT's Code of Ethics and SEC regulations.
Monitor investment adviser's compliance with Board directives such as
"Approved Issuers Listings for Repurchase Agreements." (Frequency - Daily)
Review investments involving interests in any broker, dealer, underwriter or
investment adviser to ensure continued compliance with Section 12(d)(3) of
the 1940 Act. (Frequency - Quarterly)
Monitor the Portfolio's brokerage allocation and prepare quarterly brokerage
allocation reports for Board meetings (consistent with reporting from the
current service provider).
A-1
<PAGE>
Reporting
Prepare agreed upon management reports and Board materials such as unaudited
financial statements, distribution summaries and deviations of mark-to-market
valuation and the amortized cost for money market funds.
Report Portfolio performance to outside services as directed by Portfolio
management.
Prepare and file IMIT's Semi-Annual Reports on Form N-SAR with the SEC.
Prepare and file Portfolio Federal tax returns along with all state and
local tax returns and State Expense Limitation returns, where applicable.
Prepare and coordinate printing of Portfolio's Semi-Annual and Annual Reports
to shareholders.
File copies of every report to shareholders with the SEC under Rule 30b2-1.
Notify shareholders as to what portion, if any, of the distributions made by
the Portfolio during the prior fiscal year were exempt-interest dividends
under Section 852(b)(5)(A) of the Code.
Provide Form 1099-MISC to persons other than corporations (i.e., Trustees/
Directors) to whom the Portfolio paid more than $600 during the year.
Administration
Serve as officers of the Portfolio and attend IMIT Board meetings.
Prepare Portfolio expense projections, establish accruals and review on a
periodic basis.
Expenses based on a percentage of Portfolio's average daily net assets
(advisory and administrative fees).
Expenses based on actual charges annualized and accrued daily (audit fees,
registration fees, directors' fees, etc.).
Provide financial information for proxies and Prospectus (Expense Table).
A-2
<PAGE>
Coordinate all communications and data collection with regard to any
regulatory examinations and yearly audit by independent accountants.
Legal Affairs
Prepare and update documents, such as Declaration of Trust, foreign
corporation qualification filings, and Bylaws.
Update and file post-effective amendments to IMIT's registration statement
on Form N-1A and prepare supplements as needed.
Prepare and file Rule 24f-2 Notice.
Prepare proxy materials and administer shareholder meetings.
Review contracts between IMIT and its service providers (must be sensitive
to conflict of interest situations).
Apprise and train management and staff with respect to important legal issues.
Prepare and maintain all state registrations and exemptions of IMIT's
securities including annual renewals, preparing and filing sales reports,
filing copies of the registration statement and final prospectus and
statement of additional information, and increasing registered amounts of
securities in individual states.
Review and monitor fidelity bond and errors and omissions insurance coverage
and make any related regulatory filings.
Prepare agenda and Board materials, including materials relating to contract
renewals, for all Board meetings.
Maintain minutes of Board and shareholder meetings.
Act as liaison with Portfolio's distributor and outside counsel.
A-3
<PAGE>
Attachment B
Portfolio Accounting Daily Reports
A. General Ledger Reports
1. Trial Balance Report
2. General Ledger Activity Report
B. Portfolio Reports
1. Portfolio Report
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
5. Amortization/Accretion Report
6. Maturity Projection Report
C. Pricing Reports
1. Pricing Report
2. Pricing Report by Market Value
3. Pricing Variance by % Change
4. NAV Report
5. NAV Proof Report
D. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Report
2. Accounts Payable for Investments Report
3. Interest Accrual Report
4. Dividend Accrual Report
E. Other
1. Dividend Computation Report
2. Cash Availability Report
3. Settlement Journal
B-1
<PAGE>
Monthly Portfolio Accounting Reports
1. Cost Proof Report
2. Transaction History Report
3. Realized Gain/Loss Report
4. Interest Record Report
5. Dividend Record Report
6. Broker Commission Totals
7. Broker Principal Trades
8. Shareholder Activity Report
9. Performance Report
B-2
<PAGE>
Attachment C
Fee Schedule
(a) Administrative Service Fee:
For the services rendered by IASI pursuant to this Agreement, IMIT shall pay
IASI within ten (10) days after receipt of an invoice from IASI at the
beginning of each month, a fee, calculated as a combination of account
maintenance charges and transaction charges as follows:
(b) Account Maintenance Charge:
Based upon the total of all open/closed accounts in the Trust group upon the
following annual rates (billed monthly):**
Open Accounts ..................... $165 per account/per year
Closed Accounts ................... $2.00 per account***
**All accounts closed during a calendar year will be considered as open
accounts for billing purposes until the end of that calendar year.
***Closed accounts will remain in the shareholder files until all 1099's and
5498's have been sent to shareholders and reported (via magnetic media) to
the IRS.
(c) Transaction Fees:
(There shall be no transaction fees charged at this time.)
Trade Entry (purchase/liquidation) and
maintenance transactions .......................... $ 0 each
New account set-up ................................ $ 0 each
Customer service calls ............................ $ 0 each
Correspondence/information requests ............... $ 0 each
Check preparation ................................. $ 0 each
Liquidation's paid by wire transfer ............... $ 0 each
Omnibus accounts (per transaction) ................ *$ 0
ACH charge ........................................ $ 0 each
SWP ...............................................*$ 0 each
*Not included as a Trade Entry
C-1
<PAGE>
(d) Fee Increases:
On each annual anniversary date of this Agreement, the fees enumerated above
will be increased by the change in the Customer Price Index for the
Northeast region (CPI) for the twelve month period ending with the month
preceding such annual anniversary date.
(e) Expenses:
IMIT shall reimburse the Administrator for any out-of-pocket expenses,
exclusive of salaries, advanced by the Administrator in connection with but
not limited to the printings or filings of documents for IMIT, travel,
telephone, quotation services, facsimile transmissions, stationery and
supplies, record storage, postage, telex, and courier charges, incurred in
connection with the performance of the duties hereunder. The Administrator
shall provide IMIT with a monthly invoice of such expenses and IMIT shall
reimburse the Administrator within fifteen (15) days after receipt thereof.
C-2
Exhibit 24(b)(9)(b)
MUTUAL FUNDS SERVICE AGREEMENT
AGREEMENT made as of _______________, 1998 by and between IMPACT
ADMINISTRATIVE SERVICES, INC. ("IASI"), a Florida corporation, and ALBERT
JOHN & COMPANY, INC. ("AJCI"), a Pennsylvania corporation.
WITNESSETH:
WHEREAS, Impact Management Investment Trust ("IMIT") is registered as an
open-end, management investment company under the Investment Company Act of
1940, as amended (the "1940 Act"), and currently offers for sale to
investors its shares in Impact Management Growth Portfolio (the
"Portfolio");
WHEREAS, IASI is responsible for the provision of certain administration,
fund accounting, dividend disbursing and transfer agent services with
respect to IMIT and the Portfolio pursuant to an Agreement between IASI and
IMIT dated ____________, 1998 (the "Administration Agreement"); and
WHEREAS, IASI wishes to retain AJCI to provide certain administration, fund
accounting, dividend disbursing and transfer agent services with respect to
IMIT and the Portfolio, and AJCI is willing to furnish such services;
NOW, THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. IASI hereby appoints AJCI to provide certain fund
administration, fund accounting, dividend disbursing and transfer agent
services for the Portfolio, subject to the supervision of IASI and the Board
of Trustees of IMIT (the "Board"), for the period and on the terms set forth
in this Agreement. AJCI accepts such appointment and agrees to furnish the
services herein set forth in return for the compensation as provided in
Paragraph 5 of and Schedule A, to this Agreement.
2. REPRESENTATIONS AND WARRANTIES.
(a) AJCI represents and warrants to IASI that:
(i) AJCI is a corporation existing under the laws of the Commonwealth of
Pennsylvania;
(ii) AJCI is duly qualified to carry on its business in the State of
Colorado;
<PAGE>
(iii) AJCI is empowered under applicable laws and by its Certificate of
Incorporation and By-Laws to enter into and perform this Agreement;
(iv) all requisite corporate proceedings have been taken to authorize AJCI to
enter into and perform this Agreement;
(v) AJCI has, and will continue to have, access to the facilities, personnel
and equipment required to fully perform its duties and obligations hereunder;
(vi) AJCI is registered as a transfer agent pursuant to Section 17A of the
Securities Exchange Act of 1934;
(vii) no legal or administrative proceedings have been instituted or
threatened which would impair AJCI's ability to perform its duties and
obligations under this Agreement; and
(viii) AJCI's entrance into this Agreement shall not cause a material breach
or be in material conflict with any other agreement or obligation of AJCI or
any law or regulation applicable to AJCI;
(b) IASI represents and warrants to AJCI that:
(i) IASI is a corporation existing under title laws of the State of Florida;
(ii) IASI is duly qualified to carry on its business in the Commonwealth of
Pennsylvania;
(iii) IASI is empowered under applicable laws and by its Certificate of
Incorporation and By-Laws to enter into and perform this Agreement;
(iv) all requisite corporate proceedings have been taken to authorize IASI
to enter into and perform this Agreement;
(v) IASI has, and will continue to have, access to the facilities, personnel
and equipment required to fully perform its duties and obligations hereunder;
(vi) no legal or administrative proceedings have been instituted or threatened
which would impair IASI's ability to perform its duties and obligations under
this Agreement; and
-2-
<PAGE>
(vii) IASI's entrance into this Agreement shall not cause a material breach
or be in material conflict with any other agreement or obligation of IASI or
any law or regulation applicable to IASI;
(c) IASI represents and warrants to AJCI with respect to IMIT that:
(i) IMIT is a Massachusetts business trust, duly organized and existing and
in good standing under the laws of the Commonwealth of Massachusetts;
(ii) IMIT is an investment company properly registered under the 1940 Act;
and
(iii) a registration statement for IMIT under the Securities Act of 1933, as
amended ("1933 Act") and the 1940 Act on Form N-lA has been filed and will
be effective and will remain effective during the term of this Agreement,
and all necessary filings under the laws of the states will have been made
and will be current during the term of this Agreement.
3. DELIVERY OF DOCUMENTS. IASI will promptly furnish to AJCI such copies,
properly certified or authenticated, of contracts, documents and other
related information that AJCI may reasonably request or require to properly
discharge its duties. Such documents may include but are not limited to the
following:
(a) Resolutions of IMIT's Board authorizing the appointment of IASI to
provide certain administration, fund accounting, dividend distribution and
transfer agency services to IMIT and approving this Agreement;
(b) IASI's and IMIT's Articles of Incorporation and Declaration of Trust,
respectively;
(c) IASI's and IMIT's By-Laws;
(d) Authorization by IMIT contained in the Administrative Services Agreement
allowing IASI to make representations to AJCI on its behalf;
(e) IMIT's Notification of Registration on Form N-8A under the 1940 Act, as
filed with the Securities and Exchange Commission ("SEC");
(f) IMIT's registration statement including exhibits, as amended, on Form
N-lA (the "Registration Statement") under the 1933 Act and the 1940 Act, as
filed with the SEC;
-3-
<PAGE>
(g) Copies of the Investment Advisory Agreement between IMIT and its
investment adviser (the "Advisory Agreements");
(h) Opinions of counsel and auditors' reports;
(i) IMIT's Prospectus and Statement of Additional Information relating to
the Portfolio and all amendments and Supplements thereto (such Prospectus
and Statement of Additional Information and supplements thereto, as
presently in effect and as from time to time hereafter amended and
supplemented, herein called the "Prospectus"); and
(j) Such other agreements as IMIT may enter into from time to time which may
be relevant to the performance of AJCI's duties and obligations under the
terms of this Agreement, including securities lending agreements, futures
and commodities account agreements, brokerage agreements, and options
agreements.
4. SERVICES PROVIDED
(a) AJCI will provide the following services subject to the control,
direction and supervision of IASI and IMIT's Board and in compliance with
the objectives, policies and limitations set forth in IMIT's Registration
Statement, Declaration of Trust and By-Laws; applicable laws and
regulations; and all resolutions and policies implemented by the Board:
(i) Administration
(ii) Fund Accounting
(iii) Transfer Agency
(iv) Dividend Disbursement
A description of each of the above services is contained in schedules B, C,
and D respectively, to this Agreement.
(b) AJCI will also:
(i) provide office facilities with respect to the provision of the services
contemplated herein (which may be in the offices of AJCI or a corporate
affiliate of AJCI );
(ii) provide the services of individuals to serve as officers of IMIT who
will be designated by AJCI with the approval of IASI, and elected by the Board;
-4-
<PAGE>
(iii) provide or otherwise obtain personnel sufficient for provision of the
services contemplated herein;
(iv) furnish equipment and other materials, which AJCI believes are
necessary or desirable for provision of the services contemplated herein;
and
(v) keep records relating to the services provided hereunder in such form
and manner as set forth in Schedules B, C and D in accordance with the 1940
Act. To the extent required by Section 31 of the 1940 Act and the rules
thereunder, AJCI agrees that all such records prepared or maintained by AJCI
relating to the services provided hereunder are the property of IASI and
IMIT and will be preserved for the periods prescribed under Rule 3la-2 under
the 1940 Act, maintained at IASI's and/or IMIT's expense, and made available
in accordance with such Section and rules. AJCI further agrees to surrender
promptly to IASI or IMIT upon its request and cease to retain in its records
and files those records and documents created and maintained by AJCI
pursuant to this Agreement, unless otherwise required by law.
5. FEES; EXPENSES; EXPENSE REIMBURSEMENT.
(a) As compensation for the services rendered to IMIT and IASI pursuant to
this Agreement, IASI shall pay AJCI monthly fees determined as set forth in
Schedule A to this Agreement. Such fees are to be billed monthly and shall
be due and payable upon receipt of the invoice. Upon any termination of
this Agreement before the end of any month, the fee for the part of the
month before such termination shall be prorated according to the proportion
which such part bears to the full monthly period and shall be payable upon
the date of termination of this Agreement.
(b) AJCI may, in its sole discretion, from time to time employ or associate
with such person or persons as may be appropriate to assist AJCI in the
performance of this Agreement. Such person or persons may be officers and
employees who are employed or designated as officers by both AJCI and IMIT.
IASI agrees to reimburse AJCI for the compensation of such person or
persons.
(c) IASI may request additional services, additional processing, or special
reports on behalf of IMIT or itself. IASI shall submit such requests in
writing together with such specifications and requirements as may be
reasonably required by AJCI. If AJCI elects to provide such services or
arrange for their provision, it shall be entitled to reasonable additional
fees and expenses at its customary rates and charges, or such other fees, if
any, mutually agreed to by AJCI and IASI.
(d) AJCI will bear all of its own expenses in connection with the
performance of the services under this Agreement except as otherwise
expressly provided herein. IASI agrees to promptly reimburse AJCI for any
equipment and supplies specially ordered by or for IASI or IMIT through AJCI
and for any other expenses not contemplated by this Agreement that AJCI may
-5-
<PAGE>
incur on IMIT's and/or IASI's behalf at IMIT's and/or IASI's request or as
consented to by IMIT and/or IASI, provided that AJCI will notify IMIT and/or
IASI of the approximate amount of such expenses prior to incurring them.
Such other expenses to be incurred in the operation of IMIT and to be borne
by IMIT and/or IASI, include, but are not limited to interest; brokerage
fees and commissions; and advisory fees. In addition, AJCI may utilize one
or more independent pricing services, approved from time to time by IMIT's
board, to obtain securities prices and to act as backup to the primary
pricing services, in connection with determining the net asset values of
IMIT, and IASI will reimburse AJCI for IMIT's share of the cost of such
services based upon the actual usage, or a pro-rata estimate of the use, of
the services for the benefit of IMIT.
(e) All fees, out-of-pocket expenses, or additional charges of AJCI shall be
billed on a monthly basis and shall be due and payable upon receipt of the
invoice.
6. PROPRIETARY AND CONFIDENTIAL INFORMATION. AJCI agrees on behalf of
itself and its employees to treat confidentially and as proprietary
information of IMIT, all records and other information relative to IMIT's
prior, present or potential shareholders, and to not use such records and
information for any purpose other than performance of AJCI's
responsibilities and duties hereunder. AJCI may seek a waiver of such
confidentiality provisions by furnishing reasonable prior notice to IMIT and
IASI and obtaining approval in writing from IMIT and IASI, which approval
shall not be unreasonably withheld and may not be withheld where AJCI may be
exposed to civil or criminal contempt proceedings for failure to comply,
when requested to divulge such information by duly constituted authorities.
Waivers of confidentiality are automatically effective without further
action by AJCI with respect to Internal Revenue Service levies, subpoenas
and similar actions, or with respect to any request by IMIT or IASI.
7. DUTIES, RESPONSIBILITIES, AND LIMITATION OF LIABILITY.
(a) In the performance of its duties hereunder, AJCI shall be obligated to
act in good faith in performing the services provided for under this
Agreement. In performing its services hereunder, IASI represents and
warrants that AJCI shall be entitled to rely on any oral or written
instructions, notices or other communications, including electronic
transmissions, from IASI and IMIT and its custodians, officers and
directors, investors, agents, legal counsel and other service providers
which AJCI reasonably believes to be genuine, valid and authorized, and that
AJCI shall also be entitled to consult with and rely on the advice and
opinions of outside legal counsel retained by IASI and/or IMIT, as necessary
or appropriate.
(b) AJCI shall not be liable for any error of judgment or mistake of law or
for any loss or expense suffered by IMIT or IASI, in connection with the
matters to which this Agreement relates, except for a loss or expense caused
by or resulting from misfeasance, bad faith or negligence on AJCI's part in
the performance of its duties or from disregard by AJCI of its obligations
-6-
<PAGE>
and duties under this Agreement. Any person, even though also an officer,
director, partner, employee or agent of AJCI, who may be or become an
officer, director, partner, employee or agent of IMIT, shall be deemed when
rendering services to IMIT or acting on any business of IMIT (other than
services or business in connection with AJCI's duties hereunder) to be
rendering such services to or acting solely for IMIT and not as an officer,
director, partner, employee or agent or person under the control or
direction of AJCI even though paid by AJCI.
(c) Subject to Paragraph 7 (b) above, AJCI shall not be responsible for, and
IASI shall indemnify and hold AJCI harmless from and against, any and all
losses, damages, costs, reasonable attorneys' fees and expenses, payments,
expenses and liabilities arising out of or attributable to:
(i) the reliance on or use by AJCI or its officers or agents of information,
records, or documents which are received by AJCI or its officers or agents
and furnished to it or them by or on behalf of IASI and/or IMIT, and which
have been prepared or maintained by IASI and/or IMIT or any third party on
behalf of IASI and/or IMIT;
(ii) IASI's refusal or failure to comply with the terms of this Agreement or
IASI's lack of good faith, or its actions, or lack thereof, involving
negligence or willful misfeasance;
(iii) the breach of any representation or warranty of IASI hereunder;
(iv) the reliance on or the carrying out by AJCI or its officers or agents
of any proper instructions reasonably believed to be duly authorized, or
requests of IMIT or IASI, or recognition) by AJCI of any share certificates
which are reasonably believed to bear the proper signatures of the officers
of IMIT and the proper countersignature of any transfer agent or registrar
of IMIT;
(v) any delays, inaccuracies, errors in or omissions from data provided to
AJCI by data and pricing services;
(vi) the offer or sale of shares by IMIT in violation of any requirement
under the Federal securities laws or regulations or the securities laws or
regulations of any state, or in violation of any stop order or other
determination or ruling by any Federal agency or any state agency with
respect to the offer or sale of such shares in such state (1) resulting from
activities, actions, or omissions by IMIT or its other service providers and
agents, or (2) existing or arising out of activities, actions or omissions
by or on behalf of IMIT prior to the effective date of this Agreement; and
-7-
<PAGE>
(vii) the actions taken by IASI, IMIT or its investment advisers, and its
distributor in compliance with applicable securities, tax, commodities and
other laws, rules and regulations, or the failure to so comply.
8. TERM. This Agreement shall become effective on the date first
hereinabove written and shall continue for an initial term of one year,
unless sooner terminated, as provided herein. Thereafter, unless so
terminated, this Agreement shall continue in effect from year to year
provided such continuance is specifically approved by IASI. This Agreement
may be modified or amended from time to time by mutual agreement between the
parties hereto. This Agreement may be terminated by either party on 90
days' prior written notice; subject to renegotiation after the initial term.
Upon termination of this Agreement, IASI shall pay to AJCI such compensation
and any out-of-pocket or other reimbursable expenses which may become due or
payable under the terms hereof as of the date of termination or after the
date that the provision of services ceases, whichever is later.
9. NOTICES. Any notice required or permitted hereunder shall be in writing
to the parties at the following address (or such other address as a party
may specify by notice to the other):
If to IASI:
IMPACT Administrative Services, Inc.
1875 Ski Time Square Drive
Suite One
Steamboat Springs, CO 80487
Attn: Charles R. Clark, President
If to AJCI:
ALBERT JOHN & COMPANY, INC.
616 W. Fifth Avenue
Suite 204
McKeesport, PA 15132
Attn: A.J. Elko, President
Notice shall be effective upon receipt if by mail, on the date of personal
delivery (by private messenger, courier service or otherwise) or upon
confirmed receipt of telex or facsimile, whichever occurs first.
10. ASSIGNABILITY. This Agreement shall not be assigned by either of the
parties hereto without the prior consent in writing of the other party.
-8-
<PAGE>
11. WAIVER. The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
12. AMENDMENTS. This Agreement may be modified or amended from time to time
by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
13. SEVERABILITY. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if
any provision is inapplicable to any person or circumstance it shall
nevertheless remain applicable to all other persons and circumstances.
14. GOVERNING LAW. This Agreement shall be governed by the substantive laws
of the State of Colorado, including the determination of when an "assignment"
has occurred.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written
above.
IMPACT ADMINISTRATIVE SERVICES, INC.
Attest: /s/____________________ By: /s/________________________________
Name:__________________________ Name:__________________________________
Title: President
ALBERT JOHN & COMPANY, INC.
Attest: /s/____________________ By: /s/________________________________
Name:__________________________ Name:__________________________________
Title: President
-9-
<PAGE>
SCHEDULE A
FEES AND EXPENSES
IASI will pay AJCI fees based on the following fee structure and will
reimburse AJCI for the following expenses for performing the duties of
transfer agent, dividend disbursing agent and administrator:
Fee Structure
The fees paid to AJCI will be based on the number of shareholder accounts
within IMIT. The fee structure is as follows:
<TABLE>
<S> <C>
Annual Fee
Accounts Per Account
0001 - 4,000 $13.00
4,001 - 10,000 6.00
10,001 - 40,000 3.00
40,001 - unlimited 1.00
The fees will be paid monthly based on the number of days the shareholder
account existed during the month. For example, a new shareholder account
established on the 15th day of March 1998 will result in a fee paid for this
account to AJCI in the amount of $0.61 ($13.00 / 365 days x 17 days)
(Assuming that total shareholder accounts is less than 4000 at the time the
new account was established).
Expenses
AJCI will be reimbursed for IASI for all administrative, operational and
capital expenditures related to the performance of the duties of transfer
agent, dividend disbursing agent and administrator. Any expense incurred by
AJCI will need prior approval from IASI.
AJCI will also require three percent of the Net Profit after-taxes of IASI
each year to provide an incentive for AJCI to control the costs of the
reimbursable expenses.
A-1
<PAGE>
SCHEDULE B
GENERAL DESCRIPTION OF FUND ADMINISTRATION SERVICES
I. FINANCIAL AND TAX REPORTING
A. Prepare agreed upon management reports and Board of Trustees materials
such as unaudited financial statements and distribution summaries.
B. Report Portfolio performance to outside services as directed by Portfolio
management or IASI.
C. Calculate dividend and capital gain distributions in accordance with
distribution policies detailed in Portfolio's prospectus. Assist IASI in
making final determinations of distribution amounts.
D. Estimate and recommend year-end dividend and capital gain distributions
necessary to establish the Portfolio's status as a regulated investment
company ("RIC") under Section 4982 of the Internal Revenue Code of 1986, as
amended (the "Code") regarding minimum distribution requirements.
E. Work with IMIT's public accountants or other professionals, prepare and
file IMIT's Federal tax return on Form 1120-RIC along with all state and
local tax returns where applicable. Prepare and file Federal Excise Tax
Return (Form 8613).
F. Prepare and file IMIT's Form N-SAR with the SEC.
G. Prepare and coordinate printing of IMIT's Semi-annual and Annual Reports
to Shareholders.
H. Notify shareholders as to what portion, if any, of the distributions
made by Portfolio during the prior fiscal year were exempt interest dividends
under Section 852 (b)(5)(A)of the Code.
I. Prepare and file California State Expense Limitation Report, if applicable.
J. Assist IASI in providing financial information for Portfolio proxies and
prospectus (Expense Table).
II. PORTFOLIO COMPLIANCE
A. Assist with monitoring the Portfolio's compliance with investment
restrictions (e.g., issuer or industry diversification, etc.) listed in the
current prospectus and statement of additional information, although primary
responsibility for such compliance shall remain with IMIT's investment
adviser.
B-1
<PAGE>
B. Assist with monitoring the Portfolio's compliance with the requirements
of Section 851 of the code for qualification as a RIC (e.g., 90% Income
Diversification Tests) although primary responsibility for such compliance
shall remain with IMIT's investment adviser.
C. Assist with monitoring investment adviser's compliance with Board
directives such as "Approved Issuers Listings for Repurchase Agreements",
Rule 17e, and Rule 12d-3 procedures, although primary responsibility for
such compliance shall remain with IMIT's investment adviser.
D. Assist in preparing and updating compliance manuals and procedures.
III. REGULATORY AFFAIRS AND CORPORATE GOVERNANCE
A. Assist in preparing and filing post-effective amendments to IMIT's
registration statement on Form N-lA and supplements as needed.
B. Assist in preparing and filing proxy materials and administer shareholder
meetings.
C. Assist in preparing and filing all state qualifications of IMIT's
securities including annual renewals, qualifying new Portfolios, preparing
and filing sales reports, filing copies of the registration statement and
final prospectus and statement of additional information, and increasing
registered amounts of securities in individual states.
D. Prepare Board materials for all Board meetings.
E. Assist with the review and monitoring of fidelity bond and errors and
omissions insurance coverage and make any related regulatory filings.
F. Assist in preparing and updating documents such as charter document, By-
laws, foreign qualification filings.
G. Prepare and file Rule 24f-2 Notice.
H. Assist in identifying and monitoring pertinent regulatory and legislative
developments which may affect IMIT and, in response to the results of such
monitoring, coordinate and provide support to IASI, IMIT and IMIT's investment
adviser with respect to those developments and results, including support with
respect to routine regulatory examinations or investigations of IMIT, and with
respect to such matters, to work in conjunction with outside counsel, auditors
and other professional organizations engaged by IMIT.
I. File copies of financial reports to shareholders with the SEC under Rule
30b2-1.
B-2
<PAGE>
J. Liaison with IMIT's distributor and outside counsel.
IV. GENERAL ADMINISTRATION
A. Furnish officers of IMIT, subject to reasonable IASI and Board approval.
B. Prepare Portfolio expense projections, establish accruals and review
on a periodic basis, including expenses based on a percentage of average
daily net assets (advisory fees) and expenses based on actual charges
annualized and accrued daily (administration, audit fees, registration
fees, etc.).
C. For new Portfolios, obtain Employer or Taxpayer Identification Number
and CUSIP numbers. Estimate organizational costs and expenses and monitor
against actual disbursements.
D. Assist in coordinating all communications and data collection with
regard to any regulatory examinations and yearly audits by independent
accountants.
B-3
<PAGE>
SCHEDULE C
GENERAL DESCRIPTION OF FUND ACCOUNTING SERVICES
I. GENERAL DESCRIPTION
AJCI shall provide the following accounting services to IMIT:
A. Maintenance of the books and records and accounting controls for
Portfolio's assets, including records of all securities transactions;
B. Calculation of the Portfolio's Net Asset Value in accordance with the
prospectus and once the Portfolio meets eligibility requirements,
transmission to NASDAQ and to such other entities as directed by IMIT and/or
IASI;
C. Accounting for dividends and interest received and distributions made by
the Portfolio;
D. Production of transaction data, financial reports and such other
periodic and special reports as IASI and/or the Board may reasonably
request;
E. Liaison with IMIT's independent auditors.
F. Assist in the preparation of financial statements for the semi-annual
and annual reports and other shareholder communications.
G. Assist in monitoring and administration of arrangements with the
Portfolio's custodian and depository banks.
II. FUND ACCOUNTING DAILY REPORTS
A. General Ledger Reports
1. Trial Balance Report
2. General Ledger Activity Report
B. Portfolio Reports
1. Portfolio Report
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
5. Amortization/Accretion Report
C-1
<PAGE>
C. Pricing Reports
1. Pricing Report
2. Pricing Report by Market Value
3. Pricing Variance by % Change
4. NAV Report
5. NAV Proof Report
D. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Report
2. Accounts Payable for Investments Report
3. Interest Accrual Report
4. Dividend Accrual Report
E. Other Reports
1. Dividend Computation Report
2. Cash Availability Report
3. Settlement Journal
III. MONTHLY FUND ACCOUNTING REPORTS
1. Cost Proof Report
2. Transaction History Report
3. Realized Gain/Loss Report
4. Interest Record Report
5. Dividend Record Report
6. Broker Commission Totals
7. Broker Principal Trades
8. Shareholder Activity Report
9. Fund Performance Report
C-2
<PAGE>
SCHEDULE D
GENERAL DESCRIPTION OF TRANSFER AGENCY SERVICES
The following is a general description of the transfer agency services AJCI
shall provide to IMIT:
A. SHAREHOLDER RECORD KEEPING. Maintain records showing for each Portfolio
shareholder the following: (i) name, address, appropriate tax certification
and tax identification number; (ii) number of shares of Portfolio owned or
held of record; (iii) historical information including, but not limited to,
dividends paid and date and price of all transactions, including individual
purchases and redemptions, with appropriate supporting documents; and (iv) any
dividend reinvestment order, application, dividend to a specific address and
correspondence relating to the current maintenance of the account.
B. SHAREHOLDER ISSUANCE. Record the issuance of shares of beneficial
interest of the Portfolio and notify IMIT in case any proposed issue of
shares by IMIT shall result in an overissue as identified by
Section 8-104(2) of the Uniform Commercial Code and in case any issue would
result in such an over-issue, shall refuse to countersign and issue, and/or
credit, said shares. Except as specifically agreed in writing between AJCI
and IMIT, AJCI shall have no obligation when countersigning and issuing and/
or crediting shares to take cognizance of any other laws relating to the
issue and sale of such shares except insofar as policies and procedures of
the Stock Transfer Association recognize such laws.
C. PURCHASE ORDERS. Process all orders for the purchase of shares of the
Portfolio in accordance with the Portfolio's current prospectus, including
electronic transmissions, which the Portfolio acknowledges it has
authorized. Upon receipt of any check or other payment for purchase of
shares of the Portfolio from an investor, AJCI will (i) stamp the order or
other documentation with the date and time of receipt, (ii) forthwith
process the same for collection, (iii) determine the amounts thereof due the
Portfolio, and notify IMIT of such determination and deposit, such
notification to be given on a daily basis of the total amounts determined
and deposited to the Portfolio's custodian bank account during such day.
AJCI shall then credit the share account of the investor with the number of
Portfolio shares to be purchased according to the price of Portfolio's
shares in effect for purchases made on the date such payment is received by
AJCI, as set forth in the Portfolio's current prospectus and shall promptly
mail a confirmation of said purchase to the investor, all subject to any
instructions which IMIT may give to AJCI with respect to the timing or
manner of acceptance of orders for shares relating to payments so received
by it. Any purchase order received by AJCI, which is deemed not in good
order by AJCI, will be rejected immediately.
D. REDEMPTION ORDERS. Receive and stamp with the date and time of receipt
all requests for redemptions or repurchase of shares, and process
redemptions and repurchase requests as follows: (i) if such redemption
request complies with the applicable standards approved by IMIT, AJCI shall
on each business day notify the Portfolio of the total number of shares
presented and covered by such requests received by AJCI on such day;
D-1
<PAGE>
(ii) on or prior to the seventh calendar day succeeding any such requests
received by AJCI, AJCI shall notify the Custodian, subject to instructions
from IMIT, to transfer monies to such account as designated by AJCI for such
payment to the redeeming shareholder of the applicable redemption or
repurchase price; and (iii) if any such request for redemption or repurchase
does not comply with applicable standards, AJCI shall promptly notify the
investor of such fact, together with the reason therefor, and shall effect
such redemption at the Portfolio's price next determined after receipt of
documents complying with said standards or, at such other time as IMIT shall
so direct.
E. TELEPHONE ORDERS. Process redemptions, exchanges and transfers of
Portfolio shares upon telephone instructions from qualified shareholders in
accordance with the procedures set forth in Portfolio's current prospectus.
AJCI shall be permitted to redeem, exchange and/or transfer Portfolio shares
from any account for which such services have been authorized, including
electronic transmissions.
F. SHAREHOLDER COMMUNICATIONS. Address and mail all communications by
Portfolio to its shareholders promptly following the delivery by Portfolio
of the material to be mailed.
G. PROXY MATERIALS. Prepare shareholder lists, mail and certify as to the
mailing of proxy materials, receive the tabulated proxy cards, render periodic
reports to Portfolio on the progress of such tabulation, and provide Portfolio
with inspectors of election at any meeting of shareholders.
H. RETURNED CHECKS. In the event that any check or other order for the
payment of money is returned unpaid for any reason, AJCI will take such
steps, including redepositing the check for collection, returning the check
to the investor, or redeeming appropriate shares as AJCI may, at its
discretion, deem appropriate and notify Portfolio of such action, or as IMIT
may instruct. However, IMIT remains ultimately liable for any returned
checks of its shareholders.
I. SHAREHOLDER CORRESPONDENCE. Acknowledge all correspondence from
shareholders relating to their share accounts and undertake such other
shareholder correspondence as may from time to time be mutually agreed upon.
J. TAX REPORTING. AJCI shall issue appropriate shareholder tax forms on
an annual basis.
K. ESCHEATMENT. All Fund assets shall be subject to the Escheatment laws
of the Commonwealth of Pennsylvania, including those which relate to
reciprocal agreements with other states.
D-2
<PAGE>
L. DIVIDEND DISBURSING. AJCI will serve as the Portfolio's dividend
disbursing agent. AJCI will prepare and mail checks, place wire transfers
and credit income and capital gain payments to shareholder. IASI and/or
IMIT will advise AJCI of the declaration of any dividend or distribution and
the record and payable date thereof at least five (5) days prior to the
record date. AJCI will, on or before the payment date of any such dividend
or distribution, notify IMIT, Custodian of the estimated amount required to
pay any portion of such dividend or distribution payable in cash, and on or
before the payment date of such distribution, IMIT will instruct its
Custodian to make available to AJCI sufficient funds for the cash amount to
be paid out. If a shareholder is entitled to receive additional shares by
virtue of any such distribution or dividend, appropriate credits will be
made to each shareholder's account.
D-3
</TABLE>
Exhibit 24(b)11
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the inclusion in Post-Effective Amendment No. 2 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 captions "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
April 3, 1998
Exhibit 24(b)(15)
DISTRIBUTION PLAN OF IMPACT MANAGEMENT INVESTMENT TRUST
The following Distribution Plan (the "Plan") has been adopted pursuant to
Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by Impact
Management Investment Trust (the "Trust") for the Fund's Impact Management
Growth Portfolio series (the "Portfolio"). The Plan has been approved by a
majority of the Trust's Board of Trustees, including a majority of the
Trustees who are not interested persons of the Trust and who have no direct
or indirect financial interest in the operation of the Plan (the "non-
interested Trustees"), cast in person at a meeting called for the purpose of
voting on such Plan.
In reviewing the Plan, the Board of Trustees considered the, proposed
schedule and nature of payments and terms of the advisory agreement between
the Trust and Jordan American Holdings, Inc. (the "Adviser"), and the
Distribution Agreement between the Trust and Impact Financial Network, Inc.
(the "Distributor" or "IFNI"). The Board of Trustees concluded that the
proposed compensation of the Adviser under the advisory agreement, and of
the Distributor under the underwriting agreement is fair and not excessive.
Accordingly, the Board determined that the Plan should provide for such
payments and that adoption of the Plan would be prudent and in the best
interests of the Trust and its shareholders. Such approval included a
determination that in the exercise of their reasonable business judgment and
in light of their fiduciary duties, there is a reasonable likelihood that
the Plan will benefit the Trust, the Portfolio and its shareholders.
The Provisions of the Plan are:
1. The Trust shall reimburse the Distributor, or the Adviser or others
through the Distributor, for all expenses incurred by such parties in the
promotion and distribution of the Portfolio's shares, including but not
limited to, the printing of prospectuses and reports used for sales
purposes, expenses of preparation of sales literature and related expenses,
advertisements, and other distribution-related expenses, as well as any
distribution or service fees paid to securities dealers or others who have
executed an agreement with the Trust or the Distributor, which form of
agreement shall be approved by the Trustees, including the non-interested
Trustees.
2. In addition to the payments which the Trust is authorized to make
pursuant to this Plan, to the extent that the Trust, Adviser, Distributor,
or other parties on behalf of the Trust, Adviser or Distributor make
payments for the financing of any activity primarily intended to result in
the sale of shares issued by the Portfolio within the context of Rule 12b-1
under the Act, then such payments shall be deemed to have been made pursuant
to this Plan. Such costs and activities include, but are not necessarily
limited to, the incremental costs of the printing and mailing or other
dissemination of all prospectuses (including statements of additional
information), annual reports and other periodic reports for distribution to
persons who are not shareholders of the Portfolio; the costs of preparation
and distributing any other supplemental sales literature; the costs of
radio, television, newspaper and other advertising; telecommunications
expenses, including the costs of telephones, telephone lines and other
<PAGE>
communications equipment used in the sale of Portfolio shares; all costs of
the preparation and mailing of confirmations of shares sold or redeemed, and
reports of share balances; all costs of responding to telephone or mail
inquiries of investors or prospective investors; a prorated portion of
IFNI's overhead expenses attributable to the distribution of the Portfolio's
shares, including leases, communications, salaries, training, supplies,
photocopying, and any other category of IFNI's expenses attributable to the
distribution of the Portfolio's shares; and payments to dealers, financial
institutions, advisers, or other firms (other than those otherwise authorized
under this Plan), any one of whom may receive monies in respect to the
Portfolio's shares owned by shareholders for whom such firm is the dealer of
record or holder of record in any capacity, or with whom such firm has a
servicing, agency, or distribution relationship. Servicing may include
(i) answering client inquiries regarding the Portfolio; (ii) assisting clients
in changing account designations and addresses; (iii) performing
subaccounting; (iv) establishing and maintaining shareholder accounts and
records; (v) processing purchase and redemption transactions; (vi) providing
periodic statements showing a client's account balance and integrating such
statements with those of other transactions and balances in the client's other
accounts serviced by such firm; (vii) arranging for bank wire transfers; and
(viii) such other services as the Portfolio may require, to the extent such
firms are permitted by applicable statute, rule, or regulation to render such
services.
3. The maximum aggregate amount which may be reimbursed by the Trust to
such parties pursuant to Paragraphs 1 and 2 herein shall be 1.00% per annum
of the average daily net assets of the Portfolio's shares. Said
reimbursement shall be made monthly by the Trust to such parties.
4. The Adviser and the Distributor shall collect and monitor the
documentation of payments made under paragraphs 1 and 2 above, and shall
furnish to the Board of Trustees of the Trust, for their review, on a
quarterly basis, a written report of the monies reimbursed to them and
others under the Plan as to the Trust, and shall furnish the Board of
Trustees of the Trust with such other information as the Board may
reasonably request in connection with the payments made under the Plan as to
the Trust in order to enable the Board to make an informed determination of
whether the Plan should be continued.
5. The Plan shall continue in effect for a period of more than one year
only so long as such continuance is specifically approved at least annually
by the Trust's Board of Trustees, including the non-interested Trustees,
cast in person at a meeting called for the purpose of voting on the Plan.
6. The Plan, or any agreements entered into pursuant to the Plan, may be
terminated at any time, without penalty, by vote of a majority of the
outstanding voting securities of the Trust, or by vote of a majority of the
non-interested Trustees, on not more than sixty (60) days' written notice,
and shall terminate automatically in the event of any act that constitutes
an assignment of the management agreement between the Trust and the Adviser.
-2-
<PAGE>
7. The Plan and any agreements entered into pursuant to the Plan may not be
amended to increase materially the amount to be spent by the Trust for
distribution pursuant to Paragraph 2 hereof without approval by a majority
of the Trust's outstanding voting securities.
8. All material amendments to the Plan, or any agreements entered into
pursuant to the Plan, shall be approved by the non-interested Trustees cast
in person at a meeting called for the purpose of voting on any such
amendment.
9. So long as the Plan is in effect, the selection and nomination of the
Trust's non-interested Trustees shall be committed to the discretion of such
non-interested Trustees.
10. This Plan shall take effect on the _________ day of ________, 1998.
This Plan and the terms and provisions thereof are hereby accepted and
agreed to by the Trust, the Adviser and the Distributor as evidenced by
their execution hereof.
IMPACT MANAGEMENT INVESTMENT TRUST
By: _________________________________
JORDAN AMERICAN HOLDINGS, INC.
By: _________________________________
IMPACT FINANCIAL NETWORK, INC.
By: _________________________________
-3-
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0001030805
<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
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 617
<TOTAL-LIABILITIES> 617
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 504,446
<SHARES-COMMON-STOCK> 50,567
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> (17)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (2,671)
<NET-ASSETS> 501,758
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 486
<OTHER-INCOME> 0
<EXPENSES-NET> 503
<NET-INVESTMENT-INCOME> (17)
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> (2,671)
<NET-CHANGE-FROM-OPS> (2,688)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 50,579
<NUMBER-OF-SHARES-REDEEMED> 12
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 501,758
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 503
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 503
<AVERAGE-NET-ASSETS> 157,928
<PER-SHARE-NAV-BEGIN> 10
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> (0.08)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.92
<EXPENSE-RATIO> 2.25
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
