SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
IMPACT MANAGEMENT INVESTMENT TRUST
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/ / Fee paid previously with preliminary materials
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
PRELIMINARY PROXY STATEMENT
IMPACT MANAGEMENT INVESTMENT TRUST
1875 Ski Time Square Drive
Suite One
Steamboat Springs, CO 80487
1-888-467-2284
----------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF
IMPACT MANAGEMENT INVESTMENT TRUST
To be held April 19, 1999
----------------
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.
<PAGE>
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
March 29, 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 March 29, 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.
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.
<PAGE>
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.
<TABLE>
Number
Name & Address of Beneficial Owner of Shares Percentage
- ---------------------------------- --------- ----------
<S> <C> <C>
None
</TABLE>
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"), and Schneider Capital Management, Corporation, the
proposed sub-adviser ("Sub-Adviser"). 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 stockholders 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 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
<PAGE>
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.
Arnold Schneider currently owns, of record or beneficially, 10% or more of the
Sub-Adviser's outstanding voting securities.
The following chart gives information about the Sub-Adviser's principal
executive officers and director:
<TABLE>
Name and Address* Position with Sub-Adviser Principal Occupation
- ----------------- ------------------------- --------------------
<S> <C> <C>
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
</TABLE>
* The address for all officers and directors of the Sub-Adviser is 460 East
Swedesford Road, Wayne, PA 19087.
<PAGE>
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. The Sub-Adviser would sell 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 is to 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 by reason of 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.
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
<PAGE>
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 the mutual fund and separate 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 another 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 distribution of Portfolio
shares, but only when execution and price are comparable to that offered by
other brokers.
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.
<PAGE>
PROPOSAL NO. 2
--------------
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 in
adopting a defensive strategy during adverse market conditions when deemed
necessary by the Portfolio's investment adviser.
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 seeks to achieve its objective by
investing primarily in stocks of companies that the Adviser believes have
prospects for above-average growth in earnings and significant capital
appreciation. The current investment objective could be construed as not
permitting the Portfolio to pursue a strategy of holding a large position in
cash or money market instruments for extended periods of time. This limits the
extent to which the Portfolio may follow a defensive investment strategy when
market conditions do not favor being fully invested in growth stocks.
The Portfolio's proposed investment objective would be to provide maximum long-
term total return consistent with reasonable risk to capital. Under the
Portfolio's nonfundamental investment policies adopted by the Board of Trustees
on January 26, 1999, so long as warranted by market conditions, the Portfolio
will seek to achieve its objective by investing principally in the equity
securities of the Russell 1000(R) Value Index. However, 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
without regard to capital appreciation. The Adviser believes that it is
important for the Portfolio to have the flexibility afforded by the proposed
investment objective so that the Portfolio can adjust to changing market
conditions.
The non-fundamental investment policies 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.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE AMENDMENT TO
THE PORTFOLIO'S INVESTMENT OBJECTIVE.
<PAGE>
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.
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
March 29, 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
- --------------
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 Prospectuses and Statement of Additional Information filed with the
<PAGE>
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 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.
<PAGE>
III. Documents
- --------------
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, 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
<PAGE>
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
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
<PAGE>
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, 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.
