SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
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|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
IMPACT MANAGEMENT INVESTMENT TRUST
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Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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IMPACT MANAGEMENT INVESTMENT TRUST
1875 Ski Time Square Drive
Suite One
Steamboat Springs, CO 80487
1-888-467-2284
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF
IMPACT MANAGEMENT INVESTMENT TRUST
To be held April 19, 1999
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TO THE SHAREHOLDERS OF
IMPACT MANAGEMENT GROWTH PORTFOLIO:
NOTICE IS HEREBY GIVEN that a SPECIAL MEETING OF SHAREHOLDERS (the
"Meeting") of Impact Management Growth Portfolio (the "Portfolio"), a series of
Impact Management Investment Trust (the "Trust"), will be held on April 19, 1999
at 3:00 p.m. Eastern Time, at the Radisson Hotel, Monroeville, PA for the
purpose of considering and acting upon the following matters:
1. To approve or disapprove a sub-investment advisory agreement
between Jordan American Holdings, Inc. (the Portfolio's current investment
adviser), Schneider Capital Management Corporation and the Trust on behalf of
the Portfolio;
2. To approve or disapprove a change in the Portfolio's investment
objective; and
3. To transact such other business as may properly come before the
Meeting, or any adjournment thereof.
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The Board of Trustees has fixed the close of business on March 9, 1999 as
the record date for the determination of those shareholders entitled to vote at
the Meeting, and only holders of record at the close of business on that day
will be entitled to vote.
The Trust's Annual Report to Shareholders for the fiscal year ended
September 30, 1998 was previously mailed to shareholders, and copies of it are
available upon request, without charge, by contacting the Trust at the address
above or by calling 1-888-467-2284.
IMPORTANT
To save the expense of additional proxy solicitation, if you do not expect
to be present at the Meeting, please mark your instructions on the enclosed
Proxy, date and sign it and return it promptly in the enclosed envelope (which
requires no postage if mailed in the United States). The enclosed Proxy is
solicited on behalf of the Board of Trustees, is revocable and will not affect
your right to vote in person in the event that you attend the Meeting.
By Order of the Board of Trustees
Ronald A. Stiller
President and Trustee
April 1, 1999
<PAGE>
IMPACT MANAGEMENT INVESTMENT TRUST
PROXY STATEMENT - SPECIAL MEETING OF SHAREHOLDERS
April 19, 1999
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of Impact Management Investment Trust (the
"Trust"), for use at the Special Meeting of Shareholders ("Meeting") of Impact
Management Growth Portfolio (the "Portfolio") to be held on April 19, 1999, at
3:00 p.m. Eastern Time at the Radisson Hotel, Monroeville, PA and at any
adjournment thereof. This Proxy Statement and the accompanying form of proxy
were first mailed to shareholders on or about April 1, 1999.
The Portfolio's shareholders of record at the close of business on March 9,
1999 (the "Record Date") are entitled to notice of, and to vote on, the
proposals described herein at the Meeting and any adjournment thereof. At the
close of business on the Record Date, there were 935,846.950 outstanding shares
of the Portfolio, and each outstanding share is entitled to one vote.
The Trust is an open-end, management investment company, as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"). The Trust is
organized as a Massachusetts business trust. The Trust has authorized an
unlimited number of shares of beneficial interest (no par value). The shares of
the Trust do not have cumulative voting rights.
An affirmative vote of the majority of the Portfolio's outstanding shares
as defined in the 1940 Act (a "1940 Act Majority Vote"), represented in person
or by proxy, is required for approval of the new Sub-Investment Advisory
Agreement (Proposal 1) and approval of the change in the Portfolio's investment
objective (Proposal 2). A 1940 Act Majority Vote means the vote of the lesser
of: (1) 67% of the shares of the Portfolio present at the Meeting, if holders of
more than 50% of the outstanding shares are present in person or by proxy, or
(ii) more than 50% of the outstanding shares of the Portfolio.
The Board of Trustees knows of no business other than that specifically
mentioned in the Notice of Special Meeting which will be presented for
consideration at the Meeting. If any other matters are properly presented, it is
the intention of the persons named in the enclosed proxy to vote in accordance
with their best judgment. Abstentions and broker nonvotes will be counted for
purposes of determining whether a quorum is present at the Meeting, but will not
be counted for purposes of determining whether matters to be voted upon at the
Meeting have been approved.
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A majority of shares of the Trust entitled to vote at the meeting
constitutes a quorum for the transaction of business at the meeting. Shares
represented in person or by proxy (including shares which abstain or do not vote
with respect to one or more of the Proposals presented for shareholder approval)
will be counted for purposes of determining whether a quorum is present at the
Meeting. In the event that a sufficient number of shares are not present at the
Meeting in person or by proxy so as to constitute a quorum or to approve any one
or more proposals set forth in the Notice of Special Meeting, the persons named
as proxies may propose to adjourn the Meeting to a later date to permit further
solicitation of proxies with respect to the proposals. In such case, the named
proxies may vote in favor of such adjournment those proxies authorizing a vote
in favor of any proposal to be considered at such adjourned meeting. They will
vote against such adjournment those proxies required to be voted against any
proposal to be considered at such adjourned meeting.
As of the Record Date, no person owned beneficially more than 5% of the
outstanding voting shares of the Portfolio. At the Record Date, Oleen Eagle, an
independent Trustee of the Trust, owned 12,564, or 1.35%, of the outstanding
shares of the Trust. No other Trustee owns beneficially, and the other Trustees
together do not own beneficially, more than 1% of the outstanding voting shares
of the Trust at the Record Date.
Shareholders who execute proxies retain the right to revoke them at any
time before they are voted by notifying the Trust or by voting at the Meeting. A
proxy, when executed and not revoked, will be voted as directed.
The Trust and Jordan American Holdings, Inc. d/b/a Equity Assets Management
(the "Adviser") will share equally the expense of this solicitation. Initial
solicitation will be by mail. Further solicitation may be made by mail or
telephone by regular employees of the Adviser, who will receive no compensation
for such solicitation.
<PAGE>
PROPOSAL NO. 1
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APPROVAL OF A SUB-INVESTMENT ADVISORY AGREEMENT FOR THE
PORTFOLIO
At the Meeting, shareholders will be asked to approve a sub-investment
advisory agreement (the "Sub-Advisory Agreement") between the Portfolio's
current investment adviser, Jordan American Holdings, Inc. d/b/a Equity Assets
Management (the "Adviser"), Schneider Capital Management, Corporation, the
proposed sub-adviser ("Sub-Adviser") and the Trust. Shareholders are being asked
to approve the Sub-Advisory Agreement because such approval is required under
the 1940 Act. The following summary provides information about the Portfolio's
existing advisory arrangements, the Sub-Adviser and the Sub-Advisory Agreement.
INFORMATION CONCERNING THE ADVISER AND THE EXISTING INVESTMENT ADVISORY
AGREEMENT
The Adviser is a Florida corporation organized in 1972, with its principal
place of business located at 1875 Ski Time Square Drive, Suite One, Steamboat
Springs, CO 80487. In addition to advising the Portfolio, the Adviser provides
investment advisory services to individuals, corporations, foundations, limited
partnerships, and individual retirement, corporate, and group pension and
profit-sharing plans.
Subject to the direction of the Board of Trustees and the officers of the
Trust, the Adviser manages the investment and reinvestment of the Portfolio's
assets and administers its affairs pursuant to an investment advisory agreement
between the Trust, on behalf of the Portfolio, and the Adviser executed as of
May 5, 1998 (the "Advisory Agreement"). The Adviser also keeps certain books and
records in connection with its services to the Trust. The Advisory Agreement was
approved by the shareholders of the Portfolio on January 14, 1998 and was first
approved by the Trustees, including the independent trustees, on October 31,
1997.
Pursuant to the Advisory Agreement, the Adviser is entitled to an annual
fee, payable monthly, of 1.25% of the Portfolio's average daily net assets. For
the fiscal year ended September 30, 1998, the Portfolio paid the Adviser
investment advisory fees of $54,723.
INFORMATION CONCERNING THE PROPOSED SUB-ADVISER
The Adviser wishes to delegate to the Sub-Adviser certain of the duties
that it now performs under the Advisory Agreement. The Adviser believes that it
would be in the best interests of the Portfolio for the Sub-Adviser to provide
investment advisory assistance and
<PAGE>
day-to-day management of the Portfolio. This decision is based on the
Sub-Adviser's strong research capabilities, investment performance record and
professional reputation. The Adviser also believes that its own investment
philosophy and techniques are compatible with those of the Sub-Adviser.
Furthermore, the combined management of the Adviser and the Sub-Adviser may
increase the marketability of the Fund's shares, allowing the Fund to achieve
economies of scale that may benefit shareholders.
The Sub-Adviser is a corporation organized under Pennsylvania law, with its
principal offices located at 460 East Swedesford Road, Wayne, PA 19087. The
Sub-Adviser provides fully discretionary investment management services to
clients which are primarily institutional accounts, particularly large benefit
plans. Additionally, the Sub-Adviser is the investment manager of the Schneider
Small Cap Value Fund which has approximately $7.5 million in assets. For its
services to the Schneider Small Cap Value Fund, the Sub-Adviser is entitled to
receive an annual advisory fee equal to 1.00% of that fund's average daily net
assets. Presently, however, the Sub-Adviser has agreed to waive its fee and
reimburse fund expenses to the extent necessary to maintain the Schneider Small
Cap Value Fund's total annual operating expenses at or below 1.10% of net
assets. This waiver agreement may be terminated by the Sub-Adviser at any time.
Arnold Schneider, the President and sole Director of the Sub-Adviser,
currently owns, of record or beneficially, 10% or more of the Sub-Adviser's
outstanding voting securities. The following chart provides information about
the Sub-Adviser's principal executive officers and director:
Principal
Name and Address* Position with Sub-Adviser Occupation
- ----------------- ------------------------- ----------
Schneider, Arnold President/Director Portfolio Manager/Chief
Investment Officer
Schneider, John Senior Vice President Assistant Portfolio
Manager/Chief Financial
Officer
Sloate, Paul Senior Vice President Research Analyst
Neary, Nancy Vice President Research Analyst
Robinson, Faith Vice President Director of Marketing
Soura, Gary Assistant Vice President Research Analyst
*The address for all officers and the director of the Sub-Adviser is 460
East Swedesford Road, Wayne, PA 19087.
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INFORMATION CONCERNING THE SUB-ADVISORY AGREEMENT
Advisory Services. The Sub-Adviser would select the securities for the
invested portion of the Portfolio using a fundamental method of analysis.
Subject to the authority of the Board of Trustees, the Sub-Adviser would invest
the Portfolio's assets in accordance with the investment policies set forth in
the Portfolio's prospectus and statement of additional information. The
Sub-Adviser would sell portfolio securities when the Adviser believes that
impending and/or current market trends warrant a more defensive position.
Sub-Adviser's Fee. Under the Sub-Advisory Agreement, the Sub-Adviser will
receive from the Adviser an annual fee, payable monthly, of 0.60% of the
Portfolio's average daily net assets. Because this fee would be paid to the
Sub-Adviser out of the Adviser's fee, the Portfolio will not incur any
additional advisory fees as a result of the Sub-Advisory Agreement.
Limitation of Liability. The Sub-Adviser would not be liable for any errors
of judgment or mistake of law or for any loss suffered by the Portfolio or its
shareholders in connection with the performance of its duties under the
Sub-Advisory Agreement. However, this limitation of liability shall not protect
the Sub-Adviser against any liability to the Portfolio or its shareholders
resulting from the Sub-Adviser's misfeasance, bad faith, negligence or reckless
disregard of its obligations and duties under the Sub-Advisory Agreement.
Term. The Sub-Advisory Agreement shall remain in effect for two years from
the date of its effectiveness. Thereafter, the Agreement would continue from
year to year, provided such continuance is specifically approved at least
annually either by shareholders or a majority of the Board of Trustees who are
not "interested persons" (as defined in the 1940 Act) of any party to the
Agreement.
Termination. The Sub-Advisory Agreement is terminable, without penalty, on
sixty (60) days' written notice by the Board of Trustees or by shareholders or
upon ninety (90) days' written notice by the Sub-Adviser. The Agreement will
also terminate automatically in the event of its "assignment" (as defined in the
1940 Act).
A copy of the Sub-Advisory Agreement is attached hereto as Exhibit A, and
the above description of the terms of the Sub-Advisory Agreement is qualified in
its entirety by reference to Exhibit A.
<PAGE>
EVALUATION OF THE SUB-ADVISORY AGREEMENT BY THE BOARD OF TRUSTEES.
The Board of Trustees of the Trust met on November 3, 1998, November 23,
1998, November 25, 1998, December 11, 1998 and January 26, 1999 to consider the
proposed Sub-Advisory Agreement. At the January 26, 1999 meeting, the Board,
including a majority of the Trustees who are not parties to the investment
advisory agreement or interested persons of any such party, unanimously voted to
approve the Sub-Advisory Agreement and to recommend it to shareholders for their
approval.
The Trustees, including the independent Trustees, considered their
fiduciary obligations in approving an investment advisory contract, which
obligations were outlined in a memorandum provided to the Board by counsel to
the Portfolio. To evaluate the proposed Sub-Advisory Agreement, the Board
requested and reviewed various materials, including materials furnished by the
Adviser and by the Sub-Adviser. These materials included information regarding
the Sub-Adviser and its personnel, operations, financial condition and
investment philosophy. The Sub-Adviser provided information regarding the
performance records and expenses of various investment accounts it currently
manages. The Board also reviewed the terms of the proposed Sub-Advisory
Agreement.
In considering the Sub-Advisory Agreement, the Trustees considered that the
terms of the Sub-Advisory Agreement do not contemplate any change in (i) the
level of advisory services that the Portfolio will receive or (ii) the
investment advisory fees payable by the Portfolio. The Trustees also considered
the Adviser's recommendations concerning the Sub-Adviser's capabilities and
performance record. Furthermore, the Trustees were assured that the Adviser, and
the current primary portfolio managers, would remain actively involved in
managing the Portfolio. If shareholders approve the Sub-Advisory Agreement,
Arnold Schneider, president and director of the Sub-Adviser, will become an
additional portfolio manager of the Portfolio.
BROKERAGE PRACTICES
The majority of the Portfolio's brokerage transactions are placed with
IMPACT Financial Network, Inc. ("IFNI"). IFNI is a subsidiary of the Adviser and
is therefore an affiliated broker of the Trust. However, portfolio orders are
placed with IFNI only where the price being charged and the services being
provided compare favorably with those which would be charged to the Portfolio by
non-affiliated broker-dealers, and with those charged by IFNI to other
unaffiliated customers, on transactions of a like size and nature. Brokerage may
also be allocated to dealers in consideration of their distribution of Portfolio
shares, but only when execution and price are comparable to that offered by
other brokers.
<PAGE>
For the fiscal year ended September 30, 1998, the aggregate amount of
brokerage commissions paid by the Portfolio to IFNI was $41,000, which
represents 100% of total commissions paid by the Portfolio during that period.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE PROPOSED
SUB-ADVISORY AGREEMENT.
If shareholders do not approve this Proposal 1, the Portfolio will continue
to operate with its current investment adviser as the sole adviser to the
Portfolio.
PROPOSAL NO. 2
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APPROVAL OF A CHANGE IN THE PORTFOLIO'S INVESTMENT OBJECTIVE
INTRODUCTION
At a meeting held on January 26, 1999, the Board of Trustees, including the
Trustees who are not "interested persons" of the Trust (as defined in the 1940
Act), unanimously voted to approve a change in the Portfolio's investment
objective and to recommend that the Portfolio's shareholders approve such
change. The purpose of the new objective is to permit greater flexibility to
adapt to adverse market conditions when deemed necessary by the Portfolio's
investment adviser. The proposed investment objective would be a fundamental
policy of the Portfolio, which means that it could not be changed without the
approval of the holders of a majority of the Portfolio's shares.
THE CURRENT AND PROPOSED INVESTMENT OBJECTIVES
The Portfolio's current investment objective is to seek capital
appreciation principally through investing in equity securities of small and
medium market capitalization companies. The Portfolio's present strategy for
achieving its objective is to invest primarily in the stocks of companies which
the Adviser believes have prospects for above-average growth in earnings and
significant capital appreciation. The current investment objective could be
construed as restricting the length of time that the Portfolio may maintain a
large position in cash, money market instruments or other investments which do
not offer significant capital growth potential. This limits the Portfolio's
ability to adapt to volatile market conditions which do not favor being fully
invested in stocks .
The Portfolio's proposed investment objective would be to provide maximum
long-term total return consistent with reasonable risk to capital. If the
proposed objective is approved, during periods of adverse market conditions, the
Portfolio would be permitted to hold a substantial percentage of its assets in
cash or money market securities, thereby seeking total return through income
without regard to capital appreciation. The Adviser
<PAGE>
believes that it is important for the Portfolio to have the flexibility afforded
by the proposed total return objective so that the Portfolio can adjust fully to
changing market conditions.
In furtherance of the proposed objective, the Portfolio would implement a
new investment strategy, which was approved by the Board of Trustees on January
26, 1999. Under this new strategy, so long as warranted by market conditions,
the Portfolio would invest principally in the equity securities of the Russell
1000(R) Value Index (the "Value Index"). The Value Index is composed of the
1,000 largest stocks with a less-than-average growth orientation in the Russell
3000 Index, a market value weighted index of the 3,000 largest U.S. publicly
traded companies. Securities in the Value Index tend to exhibit low
price-to-book and price-to-earnings ratios, higher dividend yields and lower
forecasted growth rates than the universe of growth stocks.
In pursuing a value investment strategy, the Portfolio would invest mainly
in stocks with low prices in relation to their attractive earnings prospects.
Because the companies issuing these stocks often pay regular dividends to
shareholders, the Fund would seek greater dividend income than it has sought in
the past. Consequently, the new value strategy would be consistent with the
Portfolio's proposed total return objective which emphasizes both capital gains
and dividend income. Conversely, a mutual fund pursuing a "growth" investment
strategy would invest in companies that, due to their strong earnings potential,
offer above average capital growth. Any dividend income is considered incidental
and is generally insignificant to a growth fund's total return. Growth fund
returns consist more of capital appreciation than dividend income, when compared
to value funds. The Value Index's universe of stocks historically has a higher
dividend yield than the Russell 1000 Growth Index.
A risk associated with investing in the Portfolio if it adopts the proposed
total return objective and value investment strategy is that shareholders might
miss out on significant capital appreciation that may be experienced by
investments with a growth orientation. Also, the value of the Portfolio's
investments may decline during periods when the market favors growth stocks over
value stocks. In general, value funds are appropriate for investors who want
some dividend income and the potential for capital gains, but are adverse to
large fluctuations in a fund's net asset value. Growth funds, by contrast,
appeal to investors who will accept more volatility in net asset value if there
is potential for above-average, long-term growth.
Changing the Portfolio from a growth to a value strategy would involve some
restructuring of its holdings. Based upon the expected level of restructuring of
the Portfolio's current positions, capital gains and capital losses may be
experienced by shareholders of the Portfolio. Furthermore, the Adviser
anticipates an above average rate of portfolio turnover resulting from the
change in strategy.
<PAGE>
The value investment strategies adopted by the Board at its January 26,
1999 meeting become effective only if shareholders approve Proposal 1 and this
Proposal 2. Also at its January 26, 1999 meeting, the Board approved a change in
the Portfolio's name to Impact Total Return Portfolio. The name change would
reflect the change in the Portfolio's investment objective, and will become
effective only if shareholders approve Proposals 1 and 2. If the name change
becomes effective, the Portfolio normally would invest at least sixty-five
percent of its assets in investments offering total return.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE AMENDMENT TO
THE PORTFOLIO'S INVESTMENT OBJECTIVE.
If shareholders do not approve this Proposal 2, the Portfolio's current
investment objective will remain in place.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
This Meeting of the shareholders of the Trust is a special meeting, and
will generally conduct only those matters set forth in the Notice of the
Meeting. The Board of Trustees knows of no other business to be brought before
the Meeting. However, if any other matters properly come before the Meeting, it
is the intention of the Board that proxies that do not contain specific
instructions to the contrary will be voted on such matters in accordance with
the judgment of the persons designated therein as proxies.
* * *
OTHER INFORMATION
IFNI is the principal underwriter of the Trust's shares. The principal
business address of IFNI is 1875 Ski Time Square Drive, Suite One, Steamboat
Springs., CO 80487. IMPACT Administrative Services, Inc. ("IASI") serves as
Administrator to the Fund, and Albert John & Company, Inc. is Sub-Administrator.
IASI is located at 1875 Ski Time Square Drive, Suite One, Steamboat Springs, CO
80487. Albert John & Company, Inc. is located at 616 West Fifth Avenue, Suite
204, McKeesport, PA 15132.
SHAREHOLDER REPORTS
The most recent Annual Report for the Trust was mailed to shareholders on
or about December 3, 1998. An additional copy is available at no cost to
shareholders of the Trust upon request by contacting the Trust at 1875 Ski Time
Square Drive, Suite One, Steamboat Springs, CO 80487, or by calling
1-888-467-2284.
<PAGE>
SHAREHOLDER PROPOSALS
Any shareholder who desires to submit a shareholder proposal may do so by
submitting such proposal in writing, addressed to the Trust, at 1875 Ski Time
Square Drive, Suite One, Steamboat Springs, CO 80487. Ordinarily, the Trust does
not hold annual shareholder meetings.
BY ORDER OF THE BOARD OF TRUSTEES
Ronald A. Stiller
President and Trustee
April 1, 1999
<PAGE>
EXHIBIT A
IMPACT MANAGEMENT INVESTMENT TRUST
SUB-INVESTMENT ADVISER AGREEMENT
--------------------------------
AGREEMENT, made May ___, 1999, between Jordan American Holdings, Inc.
(the "Fund Manager"), Schneider Capital Management Corporation (the
"Sub-Adviser"), a Pennsylvania Corporation, and Impact Management Investment
Trust.
WHEREAS, the Fund Manager has entered into an Investment Advisory
Agreement with Impact Management Investment Trust (the "Company") pursuant to
which the Fund Manager acts as the adviser to Impact Total Return Portfolio
("Fund");
WHEREAS, the Company is a Massachusetts Business Trust authorized to
issue shares in series and classes and is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and the Fund is one series of the Company;
WHEREAS, the Sub-Adviser is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended ("Advisers Act");
WHEREAS, the Fund Manager wishes to retain the Sub-Adviser to render
investment advisory services in connection with the management of the Fund, and
the Sub-Adviser is willing to furnish such services to the Fund;
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the Fund Manager, the Sub-Adviser, and
the Company on behalf of the Fund as follows:
I. Appointment
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The Fund Manager, with the consent and approval of the Company and its
shareholders, hereby appoints the Sub-Adviser to act as Sub-Investment Adviser
to the Fund for the period and on the terms set forth herein. The Sub-Adviser
accepts the appointment and agrees to furnish the services set forth herein for
the compensation provided herein.
II. Services as Sub-Investment Adviser
----------------------------------
Subject to the general supervision and direction of the Board of
Trustees of the Company, the Sub-Adviser will (a) manage the Fund in accordance
with the Fund's
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Prospectuses and Statement of Additional Information filed with the Securities
and Exchange Commission, as they may be amended from time to time; (b) make
investment decisions for the Fund; (c) place purchase and sale orders on behalf
of the Fund; and (d) employ professional portfolio managers and securities
analysts to provide research services to the Fund. In providing those services,
the Sub-Adviser will provide the Fund ongoing research, analysis, advice, and
judgments regarding individual investments, general economic conditions and
trends and long-range investment policy. In addition, the Sub-Adviser will
furnish the Fund with whatever statistical information the Fund may reasonably
request with respect to the securities that the Fund may hold or contemplate
purchasing.
The Sub-Adviser further agrees that, in performing its duties
hereunder, it will:
A. comply with the 1940 Act and all rules and regulations thereunder, the
Advisers Act, the Internal Revenue Code of 1986, as amended (the "Code") and all
other applicable federal and state laws and regulations, and with any applicable
procedures adopted by the Trustees;
B. use reasonable efforts to manage the Fund so that it will qualify, and
continue to qualify, as a regulated investment company under Subchapter M of the
Code and regulations issued thereunder,
C. maintain books and records with respect to the Fund's securities
transactions, render to the Board of Trustees of the Company such periodic and
special reports as the Board may reasonably request, and keep the Trustees
informed of developments materially affecting the Fund's portfolio;
D. make available to the Fund's administrator, and the Company, promptly
upon their request, such copies of any investment records and ledgers with
respect to the Fund as may be required to assist the administrator and the
Company in their compliance with applicable laws and regulations. The
Sub-Adviser will furnish the Trustees with such periodic and special reports
regarding the Fund as they may reasonably request;
E. immediately notify the Company in the event that the Sub-Adviser or
any of its affiliates; (1) becomes aware that it is subject to a statutory
disqualification that prevents the Sub-Adviser from serving as sub-investment
adviser pursuant to this Agreement; or (2) becomes aware that it is the subject
of an administrative proceeding or enforcement action by the Securities and
Exchange Commission ("SEC") or other regulatory authority. The Sub-Adviser
further agrees to notify the company immediately of any material fact known to
the Sub-Adviser respecting or relating to the Sub-Adviser that is not contained
in the Company's Registration Statement regarding the Fund, or any amendment or
supplement
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thereto, but that is required by federal regulation to be disclosed therein, and
of any statement contained therein that becomes untrue in any material respect.
III. Documents
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The Fund has delivered properly certified or authenticated copies of
each of the following documents to the Sub-Adviser and will deliver to it all
future amendments and supplements thereto, if any:
A. certified resolution of the Board of Trustees of the Company
authorizing the appointment of the Sub-Adviser and approving the form of this
Agreement;
B. the Registration Statement as filed with the Securities and Exchange
Commission and any amendments thereto;
C. exhibits, powers of attorneys, certificates and any and all other
documents relating to or filed in connection with the Registration Statement
described above.
IV. Brokerage
---------
Subject to the Sub-Adviser's obligation to obtain best execution, the
Sub-Adviser shall have full discretion to select brokers or dealers to effect
the purchase and sale of securities. When the Sub-Adviser places orders for the
purchase or sale of securities for the Fund, in selecting brokers or dealers to
execute such orders, the Sub-Adviser is expressly authorized to consider the
fact that a broker or dealer has furnished statistical research or other
information or services for the benefit of the Fund directly or indirectly.
Without limiting the generality of the foregoing, the Sub-Adviser is authorized
to cause the Fund to negotiate and pay brokerage commissions which may be in
excess of the lowest rates available to brokers who execute transactions for the
Fund or who otherwise provide brokerage and research services utilized by the
Sub-Adviser, provided that the Sub-Adviser determines in good faith that the
amount of each such commission paid to a broker is reasonable in relation to the
value of the brokerage and research services provided by such broker viewed in
terms of either the particular transaction to which the commission relates or
the Sub-Adviser's overall responsibilities with respect to accounts as to which
the Sub-Adviser exercises investment discretion. The Sub-Adviser may aggregate
securities orders so long as the Sub-Adviser adheres to a policy of allocating
investment opportunities to the Fund over a period of time on a fair and
equitable basis relative to other clients. In no instance will the Fund's
securities be purchased from or sold to the Fund's principal underwriter, the
Sub-Adviser, or any affiliated person thereof, except to the extent permitted by
SEC exemptive order or by applicable law.
<PAGE>
V. Records
-------
The Sub-Adviser agrees to maintain and to preserve for the periods
prescribed under the 1940 Act any such records as are required to be maintained
by the Sub-Adviser with respect to the Fund by the 1940 Act. The Sub-Adviser
further agrees that all records which it maintains for the Fund are the property
of the Fund and it will promptly surrender any of such records upon request.
VI. Standard of Care
----------------
The Sub-Adviser shall exercise its best judgment in rendering the
services under this Agreement. The Sub-Adviser shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the Fund or the Fund's
shareholders in connection with the matters to which this Agreement relates,
provided that nothing herein shall be deemed to protect or purport to protect
the Sub-Adviser against any liability to the Fund or to its shareholders to
which the Sub-Adviser would otherwise be subject by reason of misfeasance, bad
faith or negligence on its part in the performance of its duties or by reason of
the Sub-Advisers reckless disregard of its obligations and duties under this
Agreement. As used in this Section 6, the term "Sub-Adviser" shall include any
officers, directors, employees, or other affiliates of the Sub-Adviser
performing services with respect to the Fund.
VII. Compensation
------------
In consideration of the services rendered pursuant to this Agreement,
the Fund Manager will pay the Sub-Adviser a fee at an annual rate equal to 0.60%
of the average daily net assets of the Fund. This fee shall be computed and
accrued daily and payable monthly. For the purpose of determining fees payable
to the Sub-Adviser, the value of the Fund's average daily net assets shall be
computed at the times and in the manner specified in the Fund's Prospectuses or
Statement of Additional Information.
VIII. Expenses
--------
The Sub-Adviser will bear all expenses in connection with the
performance of its services under this Agreement, with the exception of the cost
of investment securities, commodities or other instruments purchased for the
Fund. The Fund will bear certain other expenses to be incurred in its operation,
including: taxes, interest, brokerage fees and commission, if any, fees of
Trustees of the Company who are not officers, directors or employees of the
Sub-Adviser; Securities and Exchange Commission fees and state blue sky
qualification fees; charges of custodians and transfer and dividend disbursing
agents; the Fund's proportionate share of insurance premiums; outside auditing
and legal expenses; costs of maintenance of the Fund's existence; cost
attributable to investor services,
<PAGE>
including, without limitation, telephone and personnel expenses; charges of an
independent pricing service; costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and for
distribution to existing shareholders' cost of shareholders reports and meetings
of the shareholders of the Fund and of the officers or Board of Trustees of the
Company; and any extraordinary expenses. In addition, the Fund will pay
distribution fees pursuant to Distribution Plans adopted under Rule 12b-1 of the
1940 Act.
IX. Services to Other Companies or Accounts
---------------------------------------
The investment advisory services of the Sub-Adviser to the Fund under
this Agreement are not to be deemed exclusive, and the Sub-Adviser, or any
affiliate thereof, shall be free to render similar services to other investment
companies and other clients (whether or not their investment objectives and
policies are similar to those of the Fund) and to engage in other activities, so
long as its services hereunder are not impaired thereby. No provision of this
Agreement shall limit or restrict Sub-Adviser or any such affiliated person from
buying, selling or trading any securities or other investments (including any
securities or other investments which the Fund is eligible to buy) for its or
their own accounts or for the accounts of others for whom it or they may be
acting; provided, however, that Sub-Advisor agrees that it will not undertake
any activities which, in its reasonable judgment, will adversely affect the
performance of its obligations to the Fund under this Agreement.
X. Duration and Termination
------------------------
This Agreement shall become effective on May ___, 1999, and shall
remain in effect, unless sooner terminated as provided herein, for two years
from such date and shall continue from year to year thereafter, provided each
continuance is specifically approved at least annually by (I) the vote of a
majority of the Board of Trustees of the Company or (ii) a vote of a "majority"
(as defined in the 1940 Act) of the Fund's outstanding voting securities,
provided that in either event the continuance is also approved by a majority of
the Board of Trustees who are not "interested persons" (as defined in the 1940
Act) of any party to this Agreement, by vote cast in person at a meeting called
for the purpose of voting on such approval. This Agreement is terminable,
without penalty, on sixty (60) days' written notice by the Board of Trustees of
the Company or by vote of holders of a majority of the Fund's shares or by the
Sub-Adviser. This Agreement will also terminate automatically in the event of
its "assignment" (as defined in the 1940 Act).
XI. Amendment
---------
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which
<PAGE>
enforcement of the change, waiver, discharge or termination is sought, and no
amendment of this Agreement shall be effective until approved by an affirmative
vote of (i) a majority of the outstanding voting securities of the Fund, and
(ii) a majority of the Trustees of the Company, including a majority of Trustees
who are not interested persons of any party to this Agreement, cast in person at
a meeting called for the purpose of voting on such approval, if such approval is
required by applicable law.
XII. Use of Name
-----------
It is understood that the name of Schneider Capital Management, or any
derivation thereof or logo associated with that name is the valuable property of
the Sub-Adviser and its affiliates, and that the Fund has the right to use such
name (or derivative or logo) only so long as this Agreement shall continue with
respect to the Fund. Upon termination of this Agreement, the Fund shall
forthwith cease to use such name (or derivative or logo).
XIII. Miscellaneous
-------------
A. This Agreement constitutes the full and complete agreement of the
parties hereto with respect to the subject matter hereof.
B. Titles or captions of Sections contained in this Agreement are
inserted only as a matter of convenience and for reference, and in no way
define, limit, extend or describe the scope of this Agreement or the intent of
any provisions thereof.
C. This Agreement may be executed in several counterparts, all of which
together shall for all purposes constitute one Agreement, binding on all the
parties.
D. This Agreement and the rights and obligations of the parties hereunder
shall be governed by, and interpreted, construed and enforced in accordance with
the laws of the state of Pennsylvania.
E. If any provision of this Agreement or the application thereof to any
party or circumstances shall be determined by any court of competent
jurisdiction to be invalid or unenforceable to any extent, the remainder of this
Agreement or the application of such provision to such person or circumstance,
other than those as to which it is so determined to be invalid or unenforceable,
shall not be affected thereby, and each provision hereof shall be valid and
shall be enforced to the fullest extent permitted by law.
F. Notices of any kind to be given to the Sub-Adviser by the Company or
the Fund Manager shall be in writing and shall be duly given if mailed or
delivered to the Sub-Adviser at: Schneider Capital Management, 460 East
Swedesford Road, Suite 1080, Wayne,
<PAGE>
PA 19087, or at such other address or to such individual as shall be specified
by the Sub-Adviser to the Company. Notices of any kind to be given to the
Company or the Fund Manager by the Sub-Adviser shall be in writing and shall be
duly given if mailed or delivered to: Impact Management Investment Trust, 1875
Ski Time Square Drive, Suite One, Steamboat Springs, Colorado 80487, or at such
other address or to such individual as shall be specified by the Company or the
Fund Manager to the Sub-Adviser.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below on the day and year first above
written.
Schneider Capital Management
By: ______________________________
President
Jordan American Holdings, Inc.
By: ______________________________
President
Impact Management Investment Trust
By: ______________________________
President
<PAGE>
[FORM OF PROXY CARD]
BY SIGNING AND DATING THE BACK OF THIS CARD, YOU AUTHORIZE THE PROXIES TO VOTE
EACH PROPOSAL AS MARKED. IF NOT MARKED, THE PROXIES WILL VOTE "FOR" EACH
PROPOSAL, AND AS THEY SEE FIT ON ANY OTHER MATTER AS MAY PROPERLY COME BEFORE
THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING, PLEASE
COMPLETE AND MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.
IMPACT MANAGEMENT INVESTMENT TRUST
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS - APRIL 19, 1999
The undersigned hereby constitutes and appoints Linda Johnston with power
of substitution, as proxy to appear and vote all of the shares of beneficial
interest standing in the name of the undersigned on the record date at the
special meeting of shareholders of Impact Management Investment Trust to be held
at the Radisson Hotel, Monroeville, PA on the 19th day of April, 1999 at 3:00
p.m. local time, or at any postponement or adjournment thereof; and the
undersigned hereby instructs said proxy to vote as indicated on this proxy card.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN THE
FOLLOWING ITEMS. IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED TO APPROVE EACH
PROPOSAL. PLEASE REFER TO THE PROXY STATEMENT DISCUSSION OF THESE MATTERS. THIS
PROXY IS SOLICITED ON BEHALF OF THE FUND'S BOARD OF TRUSTEES.
1. To approve a sub-investment advisory agreement between Jordan
American Holdings, Inc., Schneider Capital Management, Corporation, and Impact
Management Investment Trust on behalf of the Portfolio.
FOR |_| AGAINST |_| ABSTAIN |_|
2. To approve a change in the investment objective of the Impact
Management Growth Portfolio (to be renamed Impact Total Return Portfolio if this
Proposal is approved).
FOR |_| AGAINST |_| ABSTAIN |_|
3. To transact such other business as may properly come before the
Meeting.
- --------------------------------------------------------------------------------
SIGNATURE SIGNATURE (JOINT OWNER) DATE
PLEASE DATE AND SIGN NAME OR NAMES TO AUTHORIZE THE VOTING OF YOUR SHARES AS
INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS
SHOULD SIGN. PERSONS SIGNING AS AN EXECUTOR, ADMINISTRATOR, TRUSTEE OR OTHER
REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
