<PAGE>
As filed with the Securities and Exchange Commission on February 16, 1999
1933 Act Registration No. 333-22095
1940 Act Registration No. 811-8065
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. 4
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 6
(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
<PAGE>
PROSPECTUS
April 19, 1999
IMPACT MANAGEMENT INVESTMENT TRUST
Impact Total Return Portfolio
Retail Class Shares
Traditional Class Shares
1-888-467-2284
(Toll Free)
As with all mutual funds, the Securities and Exchange Commission does not
guarantee that the information in this prospectus is accurate or complete,
nor has it judged this fund for investment merit. It is a criminal offense
to state otherwise.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Page
PORTFOLIO SUMMARIES 1
Investment Objectives and Policies 1
Risk Factors 1
Performance of the Portfolio 1
Portfolio Expenses 2
FINANCIAL HIGHLIGHTS 4
INVESTMENT POLICIES AND RISKS 5
MANAGEMENT OF THE PORTFOLIO 6
Investment Advisor 6
Sub-Investment Advisor 6
Portfolio Managers 7
Advisory Fees 7
PRICING PORTFOLIO SHARES 7
HOW TO PURCHASE SHARES 8
General 8
Purchasing By Mail 9
Purchasing by Wire 10
HOW TO REDEEM SHARES 10
Written Requests 10
Signatures 10
Telephone Redemptions 11
Receiving Payment 11
Accounts with Low Balances 12
DISTRIBUTION ARRANGEMENTS 12
General 12
Plans Of Distribution 12
YEAR 2000 13
DIVIDENDS, DISTRIBUTIONS AND TAXES 13
Dividends and Distributions 13
Tax Consequences 14
</TABLE>
<PAGE>
PORTFOLIO SUMMARIES
Investment Objectives and Policies
- ----------------------------------
The investment objective of the Impact Total Return Portfolio (the "Portfolio")
is to provide maximum long-term total return consistent with reasonable risk
to capital. The Portfolio seeks to achieve its objective by investing
primarily in the equity securities of the Russell 1000[R] Value Index. The
Russell 1000[R] Value Index consists of Russell 1000 companies with lower
price-to-book ratios and lower forecasted growth values. The Russell 1000[R]
Index consists of the 1000 largest companies in the Russell 3000 Index. As of
June 30, 1998, the average market capitalization of the Russell 1000 Index was
approximately $9.9 billion; the median market capitalization of the Russell
1000 Index was approximately $3.7 billion. The smallest company in the
Russell 1000 Index has an approximate market capitalization of $1.4 billion.
The total return on the Portfolio is expected to consist primarily of capital
appreciation.
Risk Factors
- ------------
* Fluctuation of share values in response to market conditions, economic
conditions and financial conditions of issuers of the Portfolio's portfolio
securities.
* As with an investment in any fund, there is risk of loss of all or part of
your investment.
Performance of the Portfolio
- ----------------------------
The two tables below show the annual returns and long-term performance of the
Retail Class of the Portfolio. As of the date of this prospectus, the
Traditional Class was not yet operational. The first table shows you how the
Retail Class performed for a full year. The second table compares the Retail
Class performance over time to that of the Russell 2000 Index[R] and S&P 500
Index[R], both widely recognized unmanaged indexes of stock performance. Both
tables assume reinvestment of dividends and distributions. As with all mutual
funds, the past is not a prediction of future performance results.
[Inserted here is a bar-chart titled
Investment Results. The chart shows
1998 results were -0.918%.]
<PAGE>
The performance results are calculated without the administrative fee. (The
administrative fee is excluded for 1998 because the fee did not come from fund
assets. The fee was charged directly to shareholder accounts. If the
administrative fee were included, results would be lower.)
The Portfolio's fiscal year ends on September 30. The fiscal year-to-date
return for the three months ended December 31, 1998 was 5.17%.
The Retail Class' highest/lowest quarterly results during this time period
were:
* Highest 7.01% (quarter ended March 31, 1998)
* Lowest -11.85% (quarter ended September 30, 1998)
For periods ended December 31, 1998:
<TABLE>
<CAPTION>
Average Annual Total Return
---------------------------
Category Total Return
-------- ------------
One Year Lifetime*
-------- ---------
<S> <C> <C>
Impact Total Return Portfolio
(formerly Impact Management -.92% -8.50%
Growth Portfolio)
Russell 2000 Index ** -2.55% 5.37%
S&P 500 Index *** 28.67% 25.87%
</TABLE>
* The Retail Class began operations on June 17, 1997
** Until April 19, 1999, the Portfolio compared its performance with that of
the Russell 2000 Index. The Russell 2000 Index represents stocks. This
index is unmanaged and does not reflect expenses. After April 19, 1999,
the Portfolio will compare its performance with that of the Russell 1000
Value Index.
*** The S&P 500 Index represents stocks. This index is unmanaged and does
not reflect expenses.
Portfolio Expenses
- ------------------
This table describes the fees and expenses that you may pay if you buy and
hold Portfolio shares.
<PAGE>
<TABLE>
<CAPTION>
Shareholder Fees*
- -----------------
(paid directly from your investment)
Retail Class Traditional Class
------------ -----------------
<S> <C> <C>
Maximum Sales Charge Imposed on
Purchases (as a percentage of None 5.75%(1)
offering price)
Maximum Sales Charge Imposed on
Reinvested Dividends (as percentage None None
of offering price)
</TABLE>
- -------------------------
(1) Reduced for purchases of $50,000 or more, decreasing to zero for purchases
over $1 million. See "Distribution Arrangements."
<TABLE>
<CAPTION>
Annual Portfolio Operating Expenses
- -----------------------------------
(expenses that are deducted from Fund assets) Retail Class Traditional Class
------------ -----------------
<S> <C> <C>
Management Fees 1.25% 1.25%
12b-1 Fees** 1.00% 0.25%
Other Expenses 0.35% 0.35%
Total Fund Operating Expenses 2.60% 1.85%
</TABLE>
- -------------------------
* 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. If such a fee is charged, it will be charged directly by the broker,
and not by the Portfolio.
** 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. See "Distribution Arrangements."
The purpose of the fee table is to help you understand all expenses and fees
that you would bear directly or indirectly as a Portfolio shareholder. The
amount of "Other Expenses" has been restated to reflect current administrative
fees.
Example
- -------
You would pay the following expenses on a $10,000 investment, assuming
(1) 5% annual return, (2) redemption at the end of each time period,
(3) reinvestment of all dividends and capital distribution, and (4) operating
expenses remain the same.
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Retail Class $267 $840 $1,473 $3,352
Traditional Class $190 $598 $1,048 $2,385
</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.
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the
Portfolio's financial performance for the Retail Class shares for the fiscal
periods indicated. "Total return" shows how much your investment in the
Portfolio would have increased (or decreased) during each period, assuming you
had reinvested all dividends and distributions. These figures have been
audited by Arthur F. Bell, Jr. & Associates, L.L.C., whose report, along with
the Portfolio's financial statements, are included in the Portfolio's Annual
Report to Shareholders, which is available upon request. Information regarding
Traditional Class shares has not been included with this table because those
shares were not offered before the date of this prospectus.
<TABLE>
<CAPTION>
Retail Class Shares
-------------------
Year Ended June 17, 1997+ to
September 30, September 30,
1998 1997
---- ----
<S> <C> <C>
Per Share Data*
Investment income $ .29 $ .01
Expenses (.21) (.01)
------------ ------------
Net investment income .08 .00
Distributions from net investment income (.01) .00
Net realized and unrealized (loss) on investments (1.66) (.08)
Distributions from realized gains on investments .00 .00
------------ ------------
Net (decrease) in net asset value (1.59) (.08)
Net asset value:
Beginning of period 9.92 10.00
------------ ------------
End of period $ 8.33 $ 9.92
============ ============
Ratios and Supplemental Data
Total return# (15.93)% (.80)%^
Ratio of expenses to average net assets# 2.25% 2.25%**
Ratio of net investment income to average net assets# 0.88% 0.00%**
Portfolio turnover rate 221.45% 0.00%
Average commission rate paid $ .1296 $ .1437
Net assets, end of period $ 3,925,928 $ 501,758
Shares of beneficial interest outstanding, end of period 471,512 50,567
Number of shareholder accounts, end of period 136 17
</TABLE>
_____________________
+ Commencement of operations.
* Selected data for a share of beneficial interest outstanding throughout each
period.
^ Not annualized.
** Annualized.
# Excludes administrative fee and account closing fee charged directly to
shareholder accounts (see Note 4 to financial statements).
<PAGE>
INVESTMENT POLICIES AND RISKS
The Portfolio seeks to achieve its objective by investing primarily in the
equity securities of the Russell 1000[R] Value Index. The Portfolio's
investment advisor determines the allocation between invested and defensive
positions in the Portfolio. The Portfolio's sub-investment advisor selects
the securities for the invested portion of the Portfolio. It is anticipated
that the Portfolio will be more fully invested during favorable market periods
and more defensively positioned during unfavorable market periods.
The advisor primarily seeks to keep the Portfolio in harmony with the trends
of the stock market. The advisor conducts a daily and weekly analysis of
quantative market data such as relative market strength, breadth, volume,
momentum, and moving averages. As this data alerts the advisor to changes in
the underlying trends of the market, adjustments in the level of investment
are made to attempt to take advantage of rising market trends and to avoid
declining market trends.
The sub-advisor selects securities for the Portfolio using a fundamental
method of analysis. Sources of information used in researching and selecting
stocks include annual reports, prospectuses, filings with the Securities and
Exchange Commission, company press releases, financial newspapers and magazines,
research materials prepared by others and inspections of corporate activities.
The sub-advisor seeks to identify companies in which positive change is taking
place that has not yet been fully recognized by the investing public and/or
the professional investment community. Positive change can include change in
management, change in the supply and demand relationships in a company's
industry, forthcoming changes in response to capital expenditures necessary to
expand or improve the company's business, and other changes that the sub-
advisor considers positive. 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.
The sub-advisor sells securities when the advisor believes that impending and/or
current market trends warrant a more defensive position. The sub-advisor also
sells securities when such securities become more widely recognized by the
professional investment community, and become fully valued based on the
advisor's Valuation Ranking Model. Securities may be sold when challenged by
other securities with superior investment potential, and/or when fundamentals
deteriorate such that upside potential is jeopardized.
The foregoing investment policies of the Portfolio are non-fundamental and may
be changed by the Board of Trustees without the approval of shareholders.
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.
<PAGE>
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 Investments. 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. To the
extent that the Portfolio is invested in temporary defensive investments, it
may not be pursuing its primary investment objective.
Risk Factors. The Portfolio is managed with a view to capital appreciation
with a minimum ten-year investment horizon. The Portfolio's net asset value
will fluctuate to reflect the investment performance of the securities held by
the Portfolio, so that the value that a shareholder receives upon redemption
may be greater or lesser than the value of such shares when purchased.
Investments in common stocks in general are subject to market risks that may
cause their prices to fluctuate over time.
MANAGEMENT OF THE PORTFOLIO
Investment Advisor
- ------------------
Jordan American Holdings, Inc., d/b/a Equity Assets Management 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.
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 partnerships, 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.
Sub-Investment Advisor
- ----------------------
Schneider Capital Management, 460 East Swedesford Road, Suite 1080, Wayne, PA
19087, is the Portfolio's sub-investment adviser. Schneider Capital is a
registered investment advisor founded in 1996. Schneider Capital provides
<PAGE>
discretionary investment management services primarily to institutional clients.
Arnold C. Schneider, III, founder, President and Chief Investment Officer of
Schneider Capital has over 17 years of investment management experience (see
"Portfolio Managers" below). Mr. Schneider directs day-to-day investment
activities for a number of Scnneider Capital financial products, including SCM
Small Cap Value Fund.
Subject to the authority of the Board of Trustees, the sub-adviser manages the
Portfolio's assets in accordance with the Portfolio's investment objectives
and policies described above. The sub-adviser provides the adviser and the
Portfolio with on-going research, analysis, advice and judgments regarding the
Portfolio's investments. The sub-adviser also purchases and sells securities
on behalf of the Portfolio.
Portfolio Managers
- ------------------
The portfolio managers of the Portfolio are:
W. Neal Jordan, founder and Senior Portfolio Manager of Jordan American
Holdings, Inc. since the company's inception in 1972.
Charles R. Clark, Senior Assistant Portfolio Manager of Jordan American
Holdings, Inc. since 1993. From October 1991 through the end of 1993, he
was a Technical Research Analyst for Jordan American Holdings, Inc.
Arnold C. Schneider, III, founder, President and CEO of Schneider Capital
Management since 1996. From 1982 through 1991, Mr. Schneider was employed
as an investment advisor with Wellington Management Company and from 1991
through 1996 he was a partner at Wellington.
Advisory Fees
- -------------
Under the Portfolio's investment advisory contract, the Portfolio pays 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 on a monthly basis. For the fiscal year ended September 30,
1998, the Portfolio paid an aggregate advisory fee of 1.25% of the Portfolio's
average net assets.
<PAGE>
PRICING PORTFOLIO SHARES
Retail Class shares are sold at net asset value per share, while Traditional
Class shares are sold at the offering price per share. The offering price per
share consists of the net asset value per share next computed after an order
is received, plus any applicable front-end sales charges. The methodology and
procedures for determining net asset value are identical for each class of
shares of the Portfolio, but because the distribution expenses and other costs
allocable to each class varies, the net asset value for each class likewise
will vary.
Net asset value 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 each
class of the Portfolio, including the advisory, distribution and administrative
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 offering price and net asset value of shares of each class 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. Day, President's
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day.
<PAGE>
HOW TO PURCHASE SHARES
General
- -------
Shares of the Portfolio are distributed through IMPACT Financial Network, Inc.
("IFNI"), the Portfolio's distributor. Shares are sold on days on which the
Exchange is open. Retail Class shares are sold without a sales charge at the
net asset value next determined after receipt of a purchase order in proper
form by the Portfolio's sub-transfer agent. Traditional Class shares are sold
at the net asset value next determined, plus an initial maximum sales charge
of up to 5.75% of the offering price (6.10% of the net amount invested),
reduced for investments of $50,000 or more. See "Distribution Arrangements"
below.
The minimum initial investment for both the Retail Class and Traditional Class
of the Portfolio is $1,000. 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.
Additional investments can be made in amounts of at least $100. No minimum
applies to subsequent purchases effected through reinvestment of dividends and
capital gains or for subsequent purchases through qualified retirement plans or
IRAs.
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. 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. The
Portfolio 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 $1,000 for an initial
investment or $100 for a subsequent investment) made payable to IMPACT TOTAL
RETURN PORTFOLIO: [SPECIFY RETAIL OR TRADITIONAL CLASS] to: IMPACT MANAGEMENT
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 the
Portfolio's custodian bank by a Federal Reserve Bank) before the Portfolio
will accept it for investment.
<PAGE>
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 TOTAL RETURN
PORTFOLIO: [SPECIFY RETAIL OR TRADITIONAL CLASS] c/o Fifth Third Bank, the
Portfolio's Custodian Bank, at the following address:
The Fifth Third Bank
ABA # 042000314
Impact Total Return 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 Portfolio's custodian bank are open for business.
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");
<PAGE>
* 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.
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. 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.
<PAGE>
Accounts with Low Balances
- --------------------------
Due to the high cost of maintaining accounts with low balances, the Portfolio
may redeem shares in any account and pay the proceeds to the shareholder if
the balance falls below the required minimum of $1,000 due to shareholder
redemptions. This procedure would not apply, however, if the balance falls
below $1,000 solely because of a decline in the Portfolio's net asset value.
DISTRIBUTION ARRANGEMENTS
General
- -------
The Portfolio offers four classes of shares: Retail Class, Traditional Class,
Wholesale Class and Institutional Class. The four classes represent interest
in the same portfolio of investments of the Portfolio, generally have the same
rights and are identical in all respects, except for differing 12b-1 fees (none
for Institutional Class), initial investment requirements, and sales charges
(Traditional Class only). Each class has exclusive voting rights with respect
to its 12b-1 plan. This prospectus pertains only to Retail Class and
Traditional Class Shares.
<TABLE>
<CAPTION>
Total Sales Charge as a Percentage of
-------------------------------------
Offering Price Net Amount Invested
-------------- -------------------
<S> <C> <C>
Under $50,000 5.75% 6.10%
$50,000, but less than $100,000 4.50% 4.71%
$100,000, but less than $250,000 3.50% 3.63%
$250,000, but less than $500,000 2.50% 2.56%
$500,000, but less than $1,000,000 2.00% 2.04%
$1,000,000 or more 0% 0%
</TABLE>
See "Distribution of Shares" in the Portfolio's Statement of Additional
Information for more information about the purchase of Traditional Class
shares.
Plans Of Distribution
- ---------------------
The Portfolio has adopted separate plans of distribution ("Plans") pursuant to
Rule 12b-1 for both the Retail Class shares and the Traditional Class shares
of the Portfolio under the Investment Company Act of 1940, as amended.
Pursuant to each Plan, the Portfolio may reimburse IFNI or others for expenses
<PAGE>
actually incurred by IFNI or others in the promotion and distribution of the
shares of the Retail and Traditional Classes of the Portfolio ("distribution
expense") and servicing their shareholders by providing personal services and/or
maintaining shareholder accounts ("service fees"). With respect to Retail
Class shares, 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 Retail Class shares. With respect to Traditional
Class shares, the Portfolio reimburses IFNI and others for distribution
expenses at an annual rate of up to 0.25%, payable on a monthly basis, of the
Portfolio's aggregate average daily net assets attributable to Traditional
Class shares. Since 12b-1 fees are paid out of the Portfolio's assets on an
on-going basis, over time these fees will increase the cost of your investment
and may cost you more than paying other types of sales charges.
YEAR 2000
The services provided to the Portfolio and its shareholders by the adviser,
sub-advisor, distributor, and the Portfolio's other service providers 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, sub-advisor, distributor
and the Portfolio's other service providers 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.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Dividends and Distributions
- ---------------------------
Substantially all of the net investment income and capital gains of the
Portfolio is distributed 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.
<PAGE>
Tax Consequences
- ----------------
The Portfolio will distribute all of its net investment income (including, for
this purpose, net short-term capital gain) to shareholders. Dividends from
net investment income will be taxable to shareholders as ordinary income
whether received in cash or in additional shares. Distributions from net
investment income will qualify for the dividends-received deduction for
corporate shareholders only to the extent such distributions are derived from
dividends paid by domestic corporations. It can be expected that only certain
dividends of the Portfolio will qualify for that deduction. Any net capital
gains will be distributed annually and will be taxed to shareholders as long-
term capital gains, subject to certain limitations regardless of how long the
shareholder has held shares and regardless of whether the distributions are
received in cash or in additional shares. The Portfolio 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.
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.
<PAGE>
BACK COVER PAGE
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 it for future reference. The Portfolio has filed a Statement of
Additional Information with the Securities and Exchange Commission. The
information contained in the Statement of Additional Information is
incorporated by reference into this prospectus. You may request a copy of the
Statement of Additional Information, free of charge, or make inquiries about
the Portfolio by contacting Albert John & Company, Inc., the Portfolio's sub-
administrator, by calling toll-free 1-888-467-2284.
Additional information about the Portfolio's investments also is available in
the Portfolio's annual and semi-annual reports to shareholders. In the annual
and semi-annual reports, you will find a discussion of the market conditions
and investment strategies that significantly affected the Portfolio's
performance during its last fiscal year. The annual and semi-annual reports
also may be obtained free of charge by calling 1-888-467-2284.
Information about the Portfolio (including the Statement of Additional
Information) can be reviewed and copied at the SEC's Public Reference Room in
Washington, D.C. The Public Reference Room's hours of operation may be
obtained by calling 1-800-SEC-0330. Reports and other information about the
Portfolio are available on the SEC's Internet site at http://www.sec.gov.
Copies of this information may be obtained, upon payment of a duplicating fee,
by writing the Public Reference Section of the SEC, Washington, D.C. 20549-6009.
Sec File No. 811-8065
<PAGE>
IMPACT MANAGEMENT INVESTMENT TRUST
Impact Total Return 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
Sub-Investment Advisor
Schneider Capital Management
460 East Swedesford Road
Suite 1080
Wayne, PA 19087
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
Legal Counsel
Pepper Hamilton LLP
3000 Two Logan Square
Philadelphia, PA 19103-7098
<PAGE>
PROSPECTUS
April 19, 1999
IMPACT MANAGEMENT INVESTMENT TRUST
Impact Total Return Portfolio
Wholesale Class Shares
Institutional Class Shares
1-888-467-2284
(Toll Free)
As with all mutual funds, the Securities and Exchange Commission does not
guarantee that the information in this prospectus is accurate or complete, nor
has it judged this fund for investment merit. It is a criminal offense to
state otherwise.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Page
PORTFOLIO SUMMARIES 1
Investment Objectives and Policies 1
Risk Factors 1
Performance of the Portfolio 1
Portfolio Expenses 3
INVESTMENT POLICIES AND RISKS 4
MANAGEMENT OF THE PORTFOLIO 5
Investment Adviser 5
Sub-Investment Adviser 6
Portfolio Managers 6
Advisory Fees 6
PRICING PORTFOLIO SHARES 7
HOW TO PURCHASE SHARES 7
General 7
Purchasing By Mail 8
Purchasing by Wire 9
HOW TO REDEEM SHARES 9
Written Requests 9
Signatures 9
Telephone Redemptions 10
Receiving Payment 11
Accounts with Low Balances 11
DISTRIBUTION ARRANGEMENTS 11
General 11
Plan Of Distribution 11
YEAR 2000 11
DIVIDENDS, DISTRIBUTIONS AND TAXES 12
Dividends and Distributions 12
Tax Consequences 12
</TABLE>
<PAGE>
PORTFOLIO SUMMARIES
Investment Objectives and Policies
- ----------------------------------
The investment objective of the Impact Total Return Portfolio (the "Portfolio")
is to provide maximum long-term total return consistent with reasonable risk to
capital. The Portfolio seeks to achieve its objective by investing primarily
in the equity securities of The Russell 1000(r) Value Index. The Russell
1000[R] Value Index consists of Russell 1000 companies with lower price-to-book
ratios and lower forecasted growth values. The Russell 1000(r) Index consists
of the 1000 largest companies in the Russell 3000 Index. As of June 30, 1998,
the average market capitalization of the Russell 1000 Index was approximately
$9.9 billion; the median market capitalization was approximately $3.7 billion.
The smallest company in the Russell 1000 Index had an approximate market
capitalization of $1.4 billion. The total return on the Portfolio is expected
to consist primarily of capital appreciation.
Risk Factors
- ------------
* Fluctuation of share values in response to market conditions, economic
conditions and financial conditions of issuers of the Portfolio's portfolio
securities.
* As with an investment in any fund, there is risk of loss of all or part of
your investment.
Performance of the Portfolio
- ----------------------------
The two tables below show the annual returns and long-term performance of the
Retail Class of the Portfolio (the shares of which are offered in a separate
prospectus). The performance of the Retail Class is described because neither
the Wholesale Class nor the Institutional Class had begun operations at the
date of this prospectus. The returns for the Wholesale and Institutional
Classes would be similar to those of the Retail Class because Wholesale Class
and Institutional Class shares are invested in the same portfolio of securities
as the Retail Class and annual returns would differ only to the extent that
the Classes do not have the same expenses.
The first table shows you how the Retail Class performed for a full year. The
second table compares the Retail Class' performance over time to that of the
Russell 2000 Index[R] and S&P 500 Index[R], both widely recognized unmanaged
indexes of stock performance. Both tables assume reinvestment of dividends and
distributions. As with all mutual funds, the past is not a prediction of
future performance results.(1)
______________________
(1) The performance results are calculated without the administrative fee.
(The administrative fee is excluded for 1998 because the fee did not come
from fund assets. The fee was charged directly to shareholder accounts.
If the administrative fee were included, results would be lower.)
<PAGE>
[Inserted here is a bar-chart titled
Investment Results. The chart shows
1998 results were -0.918%.]
The Portfolio's fiscal year ends on September 30. The fiscal year-to-date
return for the three months ended December 31, 1998 was 5.17%.
The Portfolio's highest/lowest quarterly results during this time period were:
* Highest 7.01% (quarter ended March 31, 1998)
* Lowest -11.85% (quarter ended September 30, 1998)
For periods ended December 31, 1998:
<TABLE>
<CAPTION>
Average Annual Total Return
---------------------------
Category Total Return
-------- ------------
One Year Lifetime*
-------- ---------
<S> <C> <C>
Total Return Portfolio Impact
(formerly Growth Portfolio) -.92% -8.50%
Russell 2000 Index ** -2.55% 5.37%
S&P 500 Index *** 28.67% 25.87%
</TABLE>
* The Portfolio began operations on June 17, 1997
** Until April 19, 1999, the Portfolio compared its performance with that of
the Russell 2000 Index. The Russell 2000 Index represents stocks. This
index is unmanaged and does not reflect expenses. After April 19, 1999,
the Portfolio will compare its performance with that of the Russell 1000
Value Index.
*** The S&P 500 Index represents stocks. This index is unmanaged and does not
reflect expenses.
Portfolio Expenses
- ------------------
This table describes the fees and expenses that you may pay if you buy and hold
Portfolio shares.
<TABLE>
<S> <C> <C>
Shareholder Fees*
- -----------------
(paid directly from your investment) None
Annual Portfolio Operating Expenses
- -----------------------------------
(expenses that are deducted from Fund assets) Wholesale Class Institutional Class
Management Fees 1.25% 1.25%
12b-1 Fees** 0.25% None
Other Expenses 0.35% 0.35%
Total Fund Operating Expenses 1.85% 1.60%
</TABLE>
- -------------------------
* 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. If such a fee is charged, it will be charged directly by the
broker, and not by the Portfolio.
** 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. See "Distribution Arrangements."
The purpose of the fee table is to help you understand all expenses and fees
that you would bear directly or indirectly as a Portfolio shareholder. "Other
Expenses" are estimates based on the current fees incurred by the Retail Class
shares of the Portfolio.
Example
- -------
You would pay the following expenses on a $10,000 investment, assuming
(1) 5% annual return, (2) redemption at the end of each time period,
(3) reinvestment of all dividends and capital distribution, and (4) operating
expenses remain the same.
<TABLE>
<S> <C> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
Wholesale Class: $190 $598 $1,048 $2,385
Institutional Class: $164 $517 $ 906 $2,063
</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.
<PAGE>
INVESTMENT POLICIES AND RISKS
The Portfolio seeks to achieve its objective by investing primarily in the
equity securities of the Russell 1000[R] Value Index. The Portfolio's
investment advisor determines the allocation between invested and defensive
positions in the Portfolio. The Portfolio's sub-investment advisor selects
the securities for the invested portion of the Portfolio. It is anticipated
that the Portfolio will be more fully invested during favorable market periods
and more defensively positioned during unfavorable market periods.
The advisor primarily seeks to keep the Portfolio in harmony with the trends
of the stock market. The advisor conducts a daily and weekly analysis of
quantative market data such as relative market strength, breadth, volume,
momentum, and moving averages. As this data alerts the advisor to changes in
the underlying trends of the market, adjustments in the level of investment are
made to attempt to take advantage of rising market trends and to avoid
declining market trends.
The sub-advisor selects securities for the Portfolio using a fundamental
method of analysis. Sources of information used in researching and selecting
stocks include annual reports, prospectuses, filings with the Securities and
Exchange Commission, company press releases, financial newspapers and
magazines, research materials prepared by others and inspections of corporate
activities. The sub-advisor seeks to identify companies in which positive
change is taking place that has not yet been fully recognized by the investing
public and/or the professional investment community. Positive change can
include change in management, change in the supply and demand relationships
in a company's industry, forthcoming changes in response to capital
expenditures necessary to expand or improve the company's business, and other
changes that the sub-advisor considers positive. 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.
The sub-advisor sells securities when the advisor believes that impending and/or
current market trends warrant a more defensive position. The sub-advisor also
sells securities when such securities become more widely recognized by the
professional investment community, and become fully valued based on the
advisor's Valuation Ranking Model. Securities may be sold when challenged by
other securities with superior investment potential, and/or when fundamentals
deteriorate such that upside potential is jeopardized.
The foregoing investment policies of the Portfolio are non-fundamental and may
be changed by the Board of Trustees without the approval of shareholders.
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.
<PAGE>
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 Investments. 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. To the
extent that the Portfolio is invested in temporary defensive investments, it
may not be pursuing its primary investment objective.
Risk Factors. The Portfolio is managed with a view to capital appreciation
with a minimum ten-year investment horizon. The Portfolio's net asset value
will fluctuate to reflect the investment performance of the securities held by
the Portfolio, so that the value that a shareholder receives upon redemption
may be greater or lesser than the value of such shares when purchased.
Investments in common stocks in general are subject to market risks that may
cause their prices to fluctuate over time.
MANAGEMENT OF THE PORTFOLIO
Investment Adviser
- ------------------
Jordan American Holdings, Inc., d/b/a Equity Assets Management is the
Portfolio's investment adviser. Subject to the authority of the Board of
Trustees, the adviser is responsible for the overall management of the
Portfolio. The adviser 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.
The adviser is a professional investment manager and a registered investment
adviser, 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 adviser'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 adviser provides investment advisory services to individuals, corporations,
foundations, limited partnerships, and individual retirement, corporate, and
group pension and profit-sharing plans. The adviser currently has
discretionary management authority with respect to approximately $57 million
in assets.
<PAGE>
Sub-Investment Adviser
- ----------------------
Schneider Capital Management, 460 East Swedesford Road, Suite 1080, Wayne, PA
19087, is the Portfolios sub-investment adviser. Schneider Capital is a
registered investment adviser founded in 1996. Schneider Capital provides
discretionary investment management services primarily to institutional clients.
Arnold C. Schneider, III, founder, President and Chief Investment Officer of
Schneider Capital has over 17 years of investment management experience (see
"Portfolio Managers" below). Mr. Schneider directs day-to-day investment
activities for a number of Schneider Capital financial products, including
SCM Small Cap Value Fund.
Subject to the authority of the Board of Trustees, the sub-adviser manages the
Portfolio's assets in accordance with the Portfolio's investment objectives
and policies described above. The sub-adviser provides the adviser and the
Portfolio with on-going research, analysis, advice, and judgments regarding
the Portfolio's investments. The sub-adviser also purchases and sells
securities on behalf of the Portfolio.
Portfolio Managers
- ------------------
The portfolio managers of the Portfolio are:
W. Neal Jordan, founder and Senior Portfolio Manager of Jordan American
Holdings, Inc. since the company's inception in 1972.
Charles R. Clark, Senior Assistant Portfolio Manager of Jordan American
Holdings, Inc. since 1993. From October 1991 through the end of 1993, he
was a Technical Research Analyst for Jordan American Holdings, Inc.
Arnold C. Schneider, III, founder, President and CEO of Schneider Capital
Management since 1996. From 1982 through 1991, Mr. Schneider was employed
as an investment adviser with Wellington Management Company, and from 1991
through 1996 he was a partner at Wellington.
Advisory Fees
- -------------
Under the Portfolio's investment advisory contract, the Portfolio pays 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 on a monthly basis. For the fiscal year ended September 30, 1998, the
Portfolio paid an aggregate advisory fee of 1.25% of the Portfolio's average
net assets.
<PAGE>
PRICING PORTFOLIO SHARES
The price of Portfolio shares is based on the Portfolio's 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,
distribution and administrative 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. Day, President's Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
HOW TO PURCHASE SHARES
General
- -------
Shares of the Portfolio are distributed through IMPACT Financial Network, Inc.
("IFNI"), the Portfolio's distributor. Shares are sold on days on which the
Exchange is open. Wholesale Class and Institutional Class shares are sold
<PAGE>
without a sales charge at the net asset value next determined after receipt of
a purchase order in proper form by the Portfolio's sub-transfer agent.
The minimum initial investment in Wholesale Class shares is $10,000 and the
minimum initial investment in Institutional Class shares is $250,000. 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.
Additional investments can be made in amounts of at least $1,000 for Wholesale
Class shares, and $25,000 for Institutional Class shares. No minimum applies
to subsequent purchases effected through reinvestment of dividends and capital
gains or for subsequent purchases through qualified retirement plans or IRAs.
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. 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. The Portfolio
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 appropriate minimum initial investment
amount ($10,000 for Wholesale Class shares and $250,000 for Institutional
Class shares), or subsequent investment amount ($1,000 for Wholesale Class
shares and $25,000 for Institutional Class shares) made payable to IMPACT
TOTAL RETURN PORTFOLIO: [SPECIFY WHOLESALE OR INSTITUTIONAL CLASS] to: IMPACT
MANAGEMENT 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
the Portfolio's custodian bank by a Federal Reserve Bank) before the Portfolio
will accept it for investment.
<PAGE>
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 TOTAL RETURN
PORTFOLIO: SPECIFY WHOLESALE OR INSTITUTIONAL CLASS, c/o Fifth Third Bank,
the Portfolio's Custodian Bank, at the following address:
The Fifth Third Bank
ABA # 042000314
Impact Total Return 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 Portfolio's custodian bank are open for business.
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;
<PAGE>
* 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.
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. 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.
<PAGE>
Accounts with Low Balances
- --------------------------
Due to the high cost of maintaining accounts with low balances, the Portfolio
may redeem shares in any account and pay the proceeds to the shareholder if
the balance falls below the required minimum of $10,000 for Wholesale Class
accounts, or $250,000 for Institutional Class accounts, due to shareholder
redemptions. This procedure would not apply, however, if the balance falls
below $10,000 for Wholesale Class accounts, or $250,000 for Institutional
Class accounts, solely because of a decline in the Portfolio's net asset value.
DISTRIBUTION ARRANGEMENTS
General
- -------
The Portfolio offers four classes of shares: Retail Class, Traditional Class,
Wholesale Class and Institutional Class. The four classes represent interests
in the same portfolio of investments of the Portfolio, generally have the same
rights, and are identical in all respects, except for differing 12b-1 fees
(none for Institutional Class), initial investment requirements, and sales
charges (Traditional Class only). Each class has exclusive voting rights with
respect to its 12b-1 plan. This prospectus pertains only to Wholesale Class
and Institutional Class shares.
Plan Of Distribution
- --------------------
The Portfolio has adopted a plan of distribution ("Plan") pursuant to Rule 12b-1
for the Wholesale Class 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 Wholesale
Class of the Portfolio. The Portfolio reimburses IFNI and others for
distribution expenses at an annual rate of up to 0.25%, payable on a monthly
basis, of the Portfolio's aggregate average daily net assets attributable to
the shares. Since 12b-1 fees are paid out of the Portfolio's assets on an on-
going basis, over time these fees will increase the cost of your investment
and may cost you more than paying other types of sales charges.
YEAR 2000
The services provided to the Portfolio and its shareholders by the adviser,
sub-advisor, distributor and the Portfolio's other service providers 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, sub-advisor, distributor
and the Portfolio's other service providers 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.
<PAGE>
DIVIDENDS, DISTRIBUTIONS AND TAXES
Dividends and Distributions
- ---------------------------
Substantially all of the net investment income and capital gains of the
Portfolio is distributed 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.
Tax Consequences
- ----------------
The Portfolio will distribute all of its net investment income (including, for
this purpose, net short-term capital gain) to shareholders. Dividends from
net investment income will be taxable to shareholders as ordinary income
whether received in cash or in additional shares. Distributions from net
investment income will qualify for the dividends-received deduction for
corporate shareholders only to the extent such distributions are derived from
dividends paid by domestic corporations. It can be expected that only certain
dividends of the Portfolio will qualify for that deduction. Any net capital
gains will be distributed annually and will be taxed to shareholders as long-
term capital gains, subject to certain limitations regardless of how long the
shareholder has held shares and regardless of whether the distributions are
received in cash or in additional shares. The Portfolio 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.
<PAGE>
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.
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.
<PAGE>
BACK COVER PAGE
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 it for future reference. The Portfolio has filed a Statement of
Additional Information with the Securities and Exchange Commission. The
information contained in the Statement of Additional Information is
incorporated by reference into this prospectus. You may request a copy of the
Statement of Additional Information, free of charge, or make inquiries about
the Portfolio by contacting Albert John & Company, Inc., the Portfolio's sub-
administrator, by calling toll-free 1-888-467-2284.
Additional information about the Portfolio's investments also is available in
the Portfolio's annual and semi-annual reports to shareholders. In the annual
and semi-annual reports, you will find a discussion of the market conditions
and investment strategies that significantly affected the Portfolio's
performance during its last fiscal year. The annual and semi-annual reports
also may be obtained free of charge by calling 1-888-467-2284.
Information about the Portfolio (including the Statement of Additional
Information) can be reviewed and copied at the SEC's Public Reference Room in
Washington, D.C. The Public Reference Room's hours of operation may be
obtained by calling 1-800-SEC-0330. Reports and other information about the
Portfolio are available on the SEC's Internet site at http://www.sec.gov.
Copies of this information may be obtained, upon payment of a duplicating fee,
by writing the Public Reference Section of the SEC, Washington, D.C.
20549-6009.
SEC File No. 811-8065
<PAGE>
IMPACT MANAGEMENT INVESTMENT TRUST
Impact Total Return 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
Sub-Investment Advisor
Schneider Capital Management
460 East Swedesford Road
Suite 1080
Wayne, PA 19087
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
Legal Counsel
Pepper Hamilton LLP
3000 Two Logan Square
Philadelphia, PA 19103-7098
<PAGE>
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT TOTAL RETURN PORTFOLIO
Retail Class Shares
Traditional Class Shares
Wholesale Class Shares
Institutional Class Shares
STATEMENT OF ADDITIONAL INFORMATION
April 19, 1999
Impact Total Return Portfolio (the "Portfolio") is a diversified portfolio of
Impact Management Investment Trust ("IMIT"). This Statement of Additional
Information is not a prospectus, but supplements and should be read in
conjunction with the prospectus for Impact Total Return Portfolio dated
April 19, 1999. To receive a copy of the prospectus, call the Portfolio's
sub-administrator, toll-free, at 1-888-467-2284. Retain this Statement of
Additional Information for future reference.
The Portfolio's most recent annual report to shareholders is a separate
document that is incorporated by reference into this Statement of Additional
Information. The Portfolio's annual and semi-annual reports to shareholders
are available without charge by calling 1-888-467-2284.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Page
INFORMATION ABOUT THE TRUST 1
INVESTMENT STRATEGIES, POLICIES AND RISKS 1
Restricted and Illiquid Securities 1
Temporary Investments 1
Money Market Instruments 1
U.S. Government Obligations 1
When-issued and Delayed Delivery Transactions 2
Repurchase Agreements 2
Securities of Other Investment Companies 3
Portfolio Turnover 3
INVESTMENT LIMITATIONS 3
Concentration Of Investments 3
Investing In Real Estate 4
Buying On Margin 4
Selling Short 4
Issuing Senior Securities And Borrowing Money 4
Lending Cash Or Securities 4
Underwriting 4
Investing In Minerals 4
Commodities or Commodity Contracts 5
Diversification Of Investments 5
Investing In Issuers Whose Securities Are Owned By Officers And
Trustees Of IMIT 5
Pledging Assets 5
Acquiring Securities 5
MANAGEMENT OF THE PORTFOLIO 6
TRUST OWNERSHIP 8
INVESTMENT ADVISORY SERVICES 8
DISTRIBUTION OF SHARES 8
Distribution of Traditional Class Shares 8
Distribution Plan 9
ADMINISTRATIVE SERVICES, TRANSFER AGENT ANDDIVIDEND DISBURSING AGENT 10
Custodian 11
Independent Auditors 11
BROKERAGE TRANSACTIONS 11
SHARES OF BENEFICIAL INTEREST 12
General Information 12
Voting Rights 12
Massachusetts Partnership Law 13
PURCHASING SHARES 13
REDEEMING SHARES 13
TAX STATUS 14
PERFORMANCE INFORMATION 14
Performance Comparisons 15
FINANCIAL STATEMENTS 16
</TABLE>
<PAGE>
INFORMATION ABOUT THE TRUST
Impact Total Return Portfolio (the "Portfolio") is a diversified 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 management investment company. As of the date of
this Statement of Additional Information, IMIT consists of only one portfolio,
the Impact Total Return Portfolio, and offers four classes of shares.
INVESTMENT STRATEGIES, POLICIES AND RISKS
Restricted and Illiquid 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. 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.
Temporary Investments. The Portfolio may invest in the following temporary
investments for defensive purposes:
Money Market Instruments
------------------------
The Portfolio may invest in the following money market instruments:
* instruments of domestic and foreign banks and savings and loans if they
have capital, surplus, and undivided profits of over $100,000,000, or if
the principal amount of the instrument is insured in full by the Bank
Insurance Fund, which is administered by the Federal Deposit Insurance
Corporation ("FDIC"), or the Savings Association Insurance Fund, which is
administered by the FDIC; and
* prime commercial paper (rated A-1 by Standard and Poor's Ratings Group,
Prime-1 by Moody's Investors Service, Inc., or F-1 by Fitch Investors
Service, Inc.).
U.S. Government Obligations
---------------------------
The types of U.S. government obligations in which the Portfolio may invest
generally include direct obligations of the U.S. Treasury (such as U.S.
Treasury bills, notes, and bonds) and obligations issued or guaranteed by
U.S. government agencies or instrumentalities. These securities are backed
by:
<PAGE>
* 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
transaction 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.
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.
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
<PAGE>
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").
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 in its portfolio will be sold
whenever the advisor and/or sub-advisor believe 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 fiscal year ended September 30, 1998,
and for the period June 17, 1997 (commencement of operations) to September 30,
1997, was 221% and 0%, respectively. The increase in portfolio turnover during
fiscal year 1998 was greater than anticipated by the Portfolio due to the
short-term investment decisions that resulted during the turbulent period in
the market from July 1998 through September 1998.
INVESTMENT LIMITATIONS
The investment objectives of the Portfolio and certain investment limitations
set forth herein 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.
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%
<PAGE>
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.
Lending Cash Or Securities
- --------------------------
The Portfolio may not lend any of its assets except portfolio securities;
however, it is not anticipated that the Portfolio will lend its portfolio
securities.
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
- ---------------------
<PAGE>
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 following limitations may be changed by Trustees without shareholder
approval. Shareholders will be notified before any material changes in these
limitations become effective.
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.
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
<PAGE>
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.
MANAGEMENT OF THE PORTFOLIO
IMIT and the Portfolio are managed by a Board of Trustees. The Trustees
appoint officers to the Portfolio, and oversee the management and operations
of the Portfolio. Officers and Trustees are listed with their addresses,
birth dates, present positions with Impact Management Investment Trust, and
principal occupations.
Name: Charles R. Clark*
Birthdate: November 16, 1959
Address: 1875 Ski Time Square Drive, Suite One
Steamboat Springs, Colorado 80487
Position with
Portfolio: 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. Vice-President of IMPACT Financial
Network, Inc. since 1993. From October 1991 through the end of
1993, he was a Technical Research Analyst for Jordan American
Holdings, Inc.
Name: Ronald A. Stiller
Birthdate: March 28, 1956
Address: 870 Blue Ridge Road
Pittsburgh, PA 15239
Position with
Portfolio: Trustee and President
<PAGE>
Occupation: Independent marketing and sales consultant January 1999 to
present; National Marketing and Sales Director of Jordan
American Holdings, Inc. 1997 to 1998; Founder and President of
IMPACT Financial Network, Inc. 1995-1997; Member of the Board
of Directors of Jordan American Holdings, Inc. since 1996.
Previously, he was the director of marketing for Security
Financial, Inc. from 1990-1995.
Name: Oleen Eagle
Birthdate: September 28, 1930
Address: 3215 Chestnut Street
Murrysville, PA 15668
Position with
Portfolio: Trustee
Occupation: President of Cornerstone TeleVision since 1987, Vice President
and General Manager of Cornerstone TeleVision, 1976-1987,
President and Director of Group C (a for profit subsidiary of
Cornerstone TeleVision) since 1991, Vice President and Director
of Christian Advance International (a nonprofit Christian
missionary organization) since 1985.
Name: Gerald L. Bowyer
Birthdate: August 31, 1962
Address: 820 Pine Hollow Road
McKees Rocks, PA 15136
Position with
Portfolio: Trustee
Occupation: President, Allegheny Institute (a non-partisan research and
educational institute) since 1994; host of "Focus on the
Issues," a syndicated public affairs television program
originating on WPCB, Cornerstone TeleVision; Director of Youth
Opportunities Unlimited from 1993-1995.
Name: Allen L. Zeolla
Birthdate: June 19, 1958
Address: 128 Alcan Drive
Pittsburgh, PA 15239-2361
Position with
Portfolio: Treasurer and Secretary
Occupation: Independent sales consultant January 1999 to present; Assistant
Director of Marketing and Sales for Jordan American Holdings,
Inc. 1997 to 1999; Financial Consultant, insurance and
investment planning services since 1994; previously, served as
Service Department Manager for Conco (a manufacturer of
industrial products) from 1990-1995.
<PAGE>
* An "interested person" of IMIT, as defined in the Investment Company Act of
1940, as amended.
Trustees and Officers do not receive any compensation from IMIT or the
Portfolio.
TRUST OWNERSHIP
As of December 15, 1998, officers and Trustees of IMIT owned individually and
together less than 1% of IMIT's outstanding Shares.
As of December 15, 1998, no shareholder owned beneficially or of record 5% or
more of the outstanding voting shares of either class of the Portfolio.
INVESTMENT ADVISORY SERVICES
The Portfolio's advisor, Jordan American Holdings, Inc. ("JAHI") is a publicly
held company which trades under the symbol "JAHI". The Portfolio's principal
distributor, IMPACT Financial Network, Inc., is a wholly owned subsidiary of
JAHI.
Schneider Capital Management, the Portfolio's sub-adviser, is a Pennsylvania
corporation owned 100% by Arnold C. Schneider, III.
During the period June 17, 1997 to September 30, 1997, IMIT paid the adviser
$503 for advisory services on behalf of the Portfolio. During the fiscal year
ended September 30, 1998, IMIT paid the adviser $54,723 for advisory services
on behalf of the Portfolio. The sub-adviser began providing advisory services
to the Portfolio on April 19, 1999.
Each class of shares of the Portfolio pays its respective pro rata portion of
the advisory fees payable by 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 Jordan American Holdings, Inc., the adviser. IFNI does not
receive any fee or other compensation except as described under "Distribution
Plan" below, and "Brokerage Transactions" herein.
Distribution of Traditional Class Shares
- ----------------------------------------
<PAGE>
Traditional Class shares of the Portfolio are sold with a front-end sales
charge. This sales charge is discussed in the Portfolio's prospectus
pertaining to Retail Class and Traditional Class shares.
The amount of sales charge reallowed to dealers, as a percentage of the
offering price of Traditional Class shares, is as follows:
<TABLE>
<S> <C>
Amount of Purchase Amount Paid to Dealers
------------------ ----------------------
Under $50,000 5.00%
$50,000, but less than $100,000 3.75%
$100,000, but less than $250,000 2.75%
$250,000, but less than $500,000 2.00%
$500,000, but less than $1,000,000 1.60%
</TABLE>
A commission will be paid to authorized dealers who initiate and are
responsible for purchases of $1 million or more of Traditional Class shares
during the first 12 months of operation of the Traditional Class.
IFNI will pay the dealer concession to those selected dealers who have entered
into an agreement with IFNI. The dealer's concession may be changed from time
to time. Further, IFNI may from time to time offer incentive compensation to
dealers who sell Portfolio shares subject to sales charges, allowing such
dealers to retain an additional portion of the sales charge. On some occasions,
such cash or incentives will be conditioned upon the sale of a specified
minimum dollar amount of the Portfolio shares during a specified period of
time. A dealer who receives all or substantially all of the sales charge may
be considered an "underwriter" under federal securities laws. All such sales
charges are paid to the securities dealer involved in the trade, if any. No
sales charge will be assessed on the reinvestment of dividends or distributions.
Distribution Plan
- -----------------
The Portfolio has adopted Rule 12b-1 Plans (the "Plans"), for each class of
its shares. The Plans provide that 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 the 12b-1 fees under the Plans will
be borne by the Advisor without any reimbursement or payment by the Portfolio.
The Plans 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
<PAGE>
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 applicable Plan. In no event shall the payments made under
the Plans, 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).
Other expenses of distribution and marketing in excess of the maximum amounts
permitted by the Plans 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 Plans were 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 Plans or any agreement
related thereto, referred to herein as the ("12b-1 Trustees"). The Plans 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 applicable class of shares of the
Portfolio.
During the fiscal year ended September 30, 1998, the Portfolio paid IFNI $16,699
in 12b-1 fees on behalf of Retail Class shares. The manner in which 12b-1 fees
accrued during the same period is as follows:
<TABLE>
<S> <C>
Advertising $12,695
Printing 4,737
Supplies - Sales 97
Sales Personnel Compensation 11,689
</TABLE>
Unreimbursed expenses, which will carry forward, total $12,519, or .03% of the
Portfolio's net assets on September 30, 1998.
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 0.35% of the Portfolio's average net assets. IASI has
subcontracted most of these services to Albert John & Company, Inc. ("AJCI"),
616 W. Fifth Avenue, Suite 204, McKeesport, PA 15132. AJCI provides all
administrative services to the Portfolio other then those relating to the
investment portfolio of the Portfolio. AJCI also provides the Portfolio's
transfer agency services and provides fund accounting services to the
Portfolio. IASI pays AJCI for its services from the fee it receives from the
Portfolio. Under its contract with IASI, AJCI also is reimbursed for all out-
<PAGE>
of-pocket costs related to its subadministrative and subtransfer agent services
to the Portfolio. A.J. Elko, sole owner and President of AJCI, is also a
Vice President of Finance and Operations of JAHI, the Portfolio's investment
adviser.
From the commencement of Portfolio operations until April 19, 1999,
shareholders were directly charged $165 per account per year for Portfolio
administrative services. Total fees charged to shareholder accounts for the
period June 17, 1997 (commencement of operations) to September 30, 1997
amounted to $114. This entire amount was paid to IMPACT Management Services,
Inc., the Portfolio's former administrator. Total fees charged to shareholder
accounts for the fiscal year ended September 30, 1998 amounted to $16,498.
From this amount, $8,068 was paid to IASI, $7,130 was paid to IMSI, and $1,300
was paid to AJCI. The amounts paid to IASI and IMSI were in turn paid to AJCI
as reimbursement for out-of-pocket costs.
In addition to the above, 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.
Custodian
- ---------
The custodian for the securities and cash of IMIT and the Portfolio is Fifth
Third Bank, 38 Fountain Square Plaza, Cincinnati, OH 45263. The custodian's
fee is paid by IASI from its administrative services fee.
Independent Auditors
- --------------------
From the Portfolio's inception until January 15, 1999, Arthur F. Bell, Jr. &
Associates, L.L.C., 201 International Circle, Suite 200, Hunt Valley, MD 21030,
served as auditors for the Portfolio. Effective _____________, 1999, ________
__________________ serves as the independent auditor for the Portfolio. The
auditor's fees are paid by IASI from the administrative services fee.
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
<PAGE>
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 IFNI. For the period June 17, 1997 (commencement of
operations) to September 30, 1997, the aggregate amount of commissions paid by
the Portfolio to IFNI was $1,875, representing 100% of total commissions paid
by the Portfolio during that period. For the fiscal year ended September 30,
1998, the aggregate amount of commissions paid by the Portfolio to IFNI was
$41,000, also representing 100% of commissions paid by the Portfolio during
that period.
SHARES OF BENEFICIAL INTEREST
General Information
- -------------------
IMIT is a Massachusetts business trust. IMIT is Declaration of Trust
authorizes the Board of Trustees to issue an unlimited number of shares, which
are shares of beneficial interest, without par value. The Trust presently has
one series of shares, with four classes, designated as the Retail Class,
Traditional Class, Wholesale Class and Institutional Class, which represent
interests in the Portfolio. The Trust's Declaration of Trust authorizes the
Board of Trustees to divide or redivide any unissued shares of the Trust into
one or more additional series by setting or changing in any one or more
respects their respective preferences, conversion or other rights, voting
power, restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption.
Shares have no subscription or preemptive rights and only such conversion or
exchange rights as the Board of Trustees may grant in its discretion. When
issued for payment as described in the Prospectus and this Statement of
Additional Information, the Portfolio's shares will be fully paid and non-
assessable. In the event of a liquidation or dissolution of the Trust,
shareholders of the Portfolio are entitled to receive the assets available for
distribution belonging to the Portfolio. As used in the Prospectus and in this
Statement of Additional Information, "assets belonging to the Portfolio" means
the consideration received by the Portfolio upon the issuance or sale of shares
in the Portfolio together with all income, earnings, profits, and proceeds
derived from the investment thereof, including any proceeds from the sale,
<PAGE>
exchange or liquidation of such investments, and any funds or amounts derived
from any reinvestment of such proceeds.
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 particular
Class will be able to vote on matters relating solely to that Class.
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.
Rule 18f-2 under the 1940 Act provides that any matter required to be submitted
to the holders of the outstanding voting securities of an investment company
such as the Trust shall not be deemed to have been effectively acted upon
unless approved by the holders of a majority of the outstanding shares of each
series affected by the matter. For purposes of determining whether the
approval of a majority of the outstanding shares of a series will be required
in connection with a matter, a series will be deemed to be affected by a
matter unless it is clear that the interests of each series in the matter are
identical, or that the matter does not affect any interest of the series.
Under Rule 18f-2, the approval of any amendment to the investment advisory
agreement or any change in investment policy submitted to shareholders would
be effectively acted upon with respect to a series only if approved by a
majority of the outstanding shares of such series. However, Rule 18f-2 also
provides that the ratification of independent public accountants, the approval
of principal underwriting contracts, and the election of Trustees may be
effectively acted upon by shareholders of the Trust voting without regard to
series.
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.
<PAGE>
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.
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."
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 Portfolio 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:
<PAGE>
* 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 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.
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.
PERFORMANCE INFORMATION
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.
Total return represents the change, over a specific period of time, in the
value of an investment in the Portfolio after reinvesting all income and
capital gains distributions. It is calculated by dividing that change by the
initial investment and is expressed as a percentage.
The 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
<PAGE>
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 fiscal year ended September 30, 1998 was
(15.93)%, and 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.
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:
<PAGE>
* Standard & Poor's 500 Composite Stock Price Index
* Russell 1000 Value Index
FINANCIAL STATEMENTS
The audited financial statements and financial highlights of the Portfolio for
the period from June 17, 1997 to September 30, 1997, and for the fiscal year
ended September 30, 1998, as set forth in the Portfolio's annual report to
shareholders, and the report thereon of Arthur F. Bell, Jr. & Associates,
L.L.C., independent accountants, are incorporated herein by reference.
<PAGE>
PART C
Other Information
Item 23. Exhibits
a. Declaration of Trust dated December 18, 1996*
b. By-Laws*
c. Article III of the Declaration of Trust*
d. (i) Amended and Restated Investment Advisory Agreement***
(ii) Form of Sub-Investment Advisory Agreement with Schneider
Capital Management - filed herewith
e. Amended and Restated Underwriting Agreement***
f. Inapplicable
g. Form of Custody Agreement**
h. (i) Administrative Services Agreement***
(ii) Form of Amendment to Administrative Services Agreement - filed
herewith.
(iii) Mutual Fund Services Agreement***
i. Opinion and Consent of Counsel**
j. Consent of Independent Auditors - filed herewith
k. Financial Statements
(i) Financial Statements included in Part A of the Registration
Statement: Financial Highlights for the period June 17, 1997
to September 30, 1997, and for the fiscal year ended
September 30, 1998.
(ii) Statements incorporated by reference into Part B of the
Registration Statement: Audited Financial Statements for the
fiscal year ended September 30, 1998.
l. Subscription Agreement**
m. Distribution Plans pursuant to Rule 12b-1
(i) Retail Class***
(ii) Form of Amendment to Retail Class - filed herewith
(iii) Form of 12b-1 Plan for Traditional Class - filed herewith
(iv) Form of 12b-1 Plan for Wholesale Class - filed herewith
n. Financial Data Schedule - filed herewith
o. Rule 18f-3 Plan - filed herewith
p. 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>
*** Incorporated by reference to Post-Effective Amendment No. 2, which was
filed via EDGAR on April 3, 1998.
Item 24. Persons Controlled by or Under Common Control with Registrant -
Inapplicable
Item 25. 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 26. 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 Portfolio" and to the section of the
Statement of Additional Information captioned "Investment Advisers". 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 27. 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>
<CAPTION>
Positions and Positions and
Offices with Offices with
Name and Address Underwriter Registrant
- ---------------- ------------- -------------
<S> <C> <C>
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 President and
Pittsburgh, PA 15239 Director Trustee
(c) Inapplicable.
Item 28. 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 29. Management Services
Inapplicable
<PAGE>
Item 30. Undertakings
(a) 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.
<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. 4 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 16th day of February, 1999.
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 February 16, 1999
Charles R. Clark Board of Trustees
/s/ Ronald A. Stiller* President February 16, 1999
Ronald A. Stiller Principal, Executive
Officer and Trustee
/s/ Oleen Eagle* Trustee February 16, 1999
Oleen Eagle
/s/ Gerald L. Bower* Trustee February 16, 1999
Gerald L. Bower
/s/ Allen L. Zeolla* Treasurer/Secretary February 16, 1999
Allen L. Zeolla
* By /s/ Charles R. Clark
Charles R. Clark
Attorney-in-fact (pursuant to power of attorney)
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Document
23(d) Sub-Investment Advisory Agreement with Schneider Capital
Management
23(h)(ii) Amendment to Administrative Services Agreement
23(j) Consent of Independent Auditors
23(m) (i) Amendment to Retail Class 12b-1 Plan
(ii) Traditional Class 12b-1 Plan
(iii) Wholesale Class 12b-1 Plan
23(n) Financial Data Schedule
23(o) Rule 18f-3 Plan
</TABLE>
<PAGE>
Exhibit 23(d)
SUB-INVESTMENT ADVISER AGREEMENT
AGREEMENT, made March __, 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:
1. 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.
2. 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
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,
<PAGE>
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.
3. 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:
<PAGE>
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.
4. 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.
5. 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.
6. 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,
<PAGE>
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.
7. 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.
8. 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
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.
9. 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
<PAGE>
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.
10. Duration and Termination
------------------------
This Agreement shall become effective on March __, 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).
11. 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
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.
12. 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).
13. Miscellaneous
-------------
a. This Agreement constitutes the full and complete agreement of the parties
hereto with respect to the subject matter hereof.
<PAGE>
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>
Exhibit 23(h)(ii)
SCHEDULE A
FEES EXPENSES
AMENDED AND RESTATED
JANUARY 26, 1999
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 average net assets within IMIT. The
fee structure is as follows:
Net Assets Percentage
---------- ----------
$1.00 - $188,500,000 .0276%
$188,500,001 - $471,500,000 .0127%
$471,500,001 - $1,885,500,000 .0064%
$1,885,500,001 and UP .0021%
The fees will be paid monthly based on the average daily net assets.
Expenses
- --------
AJCI will be reimbursed from 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.
<PAGE>
Exhibit 23(j)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the inclusion in Post-Effective Amendment No. 4 to the
Registration Statement of Impact Management Investment Trust on Form N-1A of
our report dated October 22, 1998 on our audit of the statement of assets and
liabilities of Impact Management Growth Portfolio (a Series of Impact
Management Investment Trust), including the schedule of investments in
securities, as of September 30, 1998, and the related statement of operations
for the year then ended, and the statements of changes in net assets and the
financial highlights for the year then ended and for the period June 17, 1997
(commencement of operations) to September 30, 1997. We also consent to the
references to our firm under the caption "Financial Highlights" included in the
Prospectus and under the captions "Independent Auditors" and "Financial
Statements" included in the Statement of Additional Information.
/s/ Arthur F. Bell, Jr. & Associates, L.L.C.
ARTHUR F. BELL, JR. & ASSOCIATES, L.L.C.
Hunt Valley, Maryland
February 16, 1999
<PAGE>
Exhibit 23(m)(i)
AMENDED AND RESTATED DISTRIBUTION PLAN
OF IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT TOTAL RETURN PORTFOLIO
RETAIL CLASS
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 Trust's Impact Total Return Portfolio
series (the "Portfolio"), Retail Class shares. 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 "noninterested
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"). 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 Retail Class 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
<PAGE>
Retail Class 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 communications
equipment used in the sale of Retail Class 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 the
Distributor's overhead expenses attributable to the distribution of the
Retail Class shares, including leases, communications, salaries, training,
supplies, photocopying, and any other category of the Distributor's expenses
attributable to the distribution of the Retail Class 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
with respect to the Retail Class 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 Retail Class shares 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 Retail Class 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
<PAGE>
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.
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 ______ 1999.
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:___________________________________
<PAGE>
Exhibit 23(m)(ii)
DISTRIBUTION PLAN OF
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT TOTAL RETURN PORTFOLIO
TRADITIONAL CLASS
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 Impact Management Total
Return Portfolio series (the "Portfolio"), Traditional Class shares. 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 "noninterested 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"). 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:
11. 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 Traditional Class 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.
12. 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
Traditional Class 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
<PAGE>
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 communications equipment used in the
sale of Traditional Class 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 the Distributor's overhead
expenses attributable to the distribution of the Traditional Class shares,
including leases, communications, salaries, training, supplies,
photocopying, and any other category of the Distributor's expenses
attributable to the distribution of the Traditional Class 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
shareholder 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 Traditional Class
shares may require, to the extent such firms are permitted by applicable
statute, rule, or regulation to render such services.
13. The maximum aggregate amount which may be reimbursed by the Trust to such
parties pursuant to Paragraphs 1 and 2 herein shall be 0.25% per annum of
the average daily net assets of the Portfolio's Traditional Class shares.
Said reimbursement shall be made monthly by the Trust to such parties.
14. 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.
15. 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
<PAGE>
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.
16. 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.
17. 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.
18. 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.
19. 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.
20. This Plan shall take effect on the _________ day of ___________, 1999.
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:___________________________________
<PAGE>
Exhibit 23(m)(iii)
DISTRIBUTION PLAN OF
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT TOTAL RETURN PORTFOLIO
WHOLESALE CLASS
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 Impact Management Total Return
Portfolio series (the "Portfolio"), Wholesale Class shares. 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
"noninterested 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"). 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:
21. 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 Wholesale Class 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.
22. 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
Wholesale Class 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
<PAGE>
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 communications equipment used in the
sale of Wholesale Class 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 the Distributor's overhead
expenses attributable to the distribution of the Wholesale Class shares,
including leases, communications, salaries, training, supplies,
photocopying, and any other category of the Distributor's expenses
attributable to the distribution of the Wholesale Class 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
shareholder 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 Wholesale Class
shares may require, to the extent such firms are permitted by applicable
statute, rule, or regulation to render such services.
23. The maximum aggregate amount which may be reimbursed by the Trust to such
parties pursuant to Paragraphs 1 and 2 herein shall be 0.25% per annum of
the average daily net assets of the Portfolio's Wholesale Class shares.
Said reimbursement shall be made monthly by the Trust to such parties.
24. 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.
25. 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.
26. 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.
27. 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.
28. 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.
29. 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.
30. This Plan shall take effect on the _________ day of ___________, 1999.
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:___________________________________
<PAGE>
Exhibit 23(o)
IMPACT MANAGEMENT INVESTMENT TRUST
Multiple Class Plan
This Multiple Class Plan (the "Plan") has been adopted by a majority of the
Board of Trustees, including a majority of the independent trustees, of Impact
Management Investment Trust (the "Trust") on behalf of Impact Management Total
Return Portfolio (the "Portfolio"). The Board has determined that the Plan is
in the best interests of each Class of the Portfolio, and the Trust as a whole.
The Plan sets forth the provisions relating to the establishment of multiple
classes of shares for the Portfolio.
1. The Portfolio may offer four classes of shares: the Retail Class,
Traditional Class, Wholesale Class and Institutional Class shares.
The Retail Class shares are subject to Rule 12b-1charges. The Retail Class of
the Portfolio shall reimburse Jorden American Holdings, Inc. (the "Advisor"),
IMPACT Financial Network, Inc., (the "Distributor") or others for all expenses
incurred by such parties in the promotion and distribution of shares of the
Retail Class of the Portfolio, 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 a servicing agreement with the
Trust on behalf of the Retail Class, or the Distributor, which form of
agreement has been approved by the Trustees, including the independent
trustees. The monies to be paid pursuant to any such servicing agreement shall
be used to pay dealers or others for, among other things, furnishing personal
services and maintaining shareholder accounts, which services include, among
other things, assisting in establishing and maintaining customer accounts and
records; assisting with the purchase and redemption requests; arranging for
bank wires; monitoring dividend payments from the Portfolio on behalf of
customers; forwarding certain shareholder communications from the Portfolio to
customers; receiving and answering correspondence; and aiding in maintaining
the investment of their respective customers in the Retail Class.
The maximum aggregate amount which may be reimbursed by the Retail Class of the
Trust to such parties shall be 1.00% per annum of the average daily net assets
of the Retail Class; provided however, that payment made under any servicing
agreement entered into by the Retail Class shall not exceed 0.25% per annum of
the average daily net assets of the Retail Class.
The minimum initial investment for Retail Class shares is $1,000.
2. Traditional Class shares are subject to Rule 12b-1 charges. The Traditional
Class of the Portfolio shall reimburse the Advisor, the Distributor or others
for all expenses incurred by such parties in the promotion and distribution of
shares of the Traditional Class of the Portfolio, including but not limited to,
<PAGE>
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 a servicing agreement with
the Trust on behalf of the Traditional Class, or the Distributor, which form
of agreement has been approved by the Trustees, including the independent
trustees. The monies to be paid pursuant to any such servicing agreement
shall be used to pay dealers or others for, among other things, furnishing
personal services and maintaining shareholder accounts, which services include,
among other things, assisting in establishing and maintaining customer accounts
and records; assisting with the purchase and redemption requests; arranging
for bank wires; monitoring dividend payments from the Portfolio on behalf of
customers; forwarding certain shareholder communications from the Portfolio to
customers; receiving and answering correspondence; and aiding in maintaining
the investment of their respective customers in the Traditional Class.
The maximum aggregate amount which may be reimbursed by the Traditional Class
of the Trust to such parties shall be 0.25% per annum of the average daily net
assets of the Institutional Class.
The minimum initial investment for Traditional Class shares is $1,000.
Traditional Class shares are priced with a maximum front-end sales charge of
5.75%.
3. Wholesale Class shares are subject to Rule 12b-1 charges. The Wholesale
Class of the Portfolio shall reimburse the Advisor, the Distributor or others
for all expenses incurred by such parties in the promotion and distribution of
shares of the Wholesale Class of the Portfolio, 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 a servicing agreement with
the Trust on behalf of the Wholesale Class, or the Distributor, which form of
agreement has been approved by the Trustees, including the independent trustees.
The monies to be paid pursuant to any such servicing agreement shall be used to
pay dealers or others for, among other things, furnishing personal services and
maintaining shareholder accounts, which services include, among other things,
assisting in establishing and maintaining customer accounts and records;
assisting with the purchase and redemption requests; arranging for bank wires;
monitoring dividend payments from the Portfolio on behalf of customers;
forwarding certain shareholder communications from the Portfolio to customers;
receiving and answering correspondence; and aiding in maintaining the investment
of their respective customers in the Wholesale Class.
The maximum aggregate amount which may be reimbursed by the Wholesale Class of
the Trust to such parties shall be 0.25% per annum of the average daily net
assets of the Wholesale Class.
<PAGE>
The minimum initial investment for Wholesale Class shares is $10,000.
4. Institutional Class shares are not subject to Rule 12b-1 charges or sales
loads. The minimum initial investment for Institutional Class shares is
$250,000.
5. The Trust's Rule 12b-1 Plans relating to the Retail Class, Traditional
Class and Wholesale Class shares of the Portfolio shall operate in accordance
with the Conduct Rules of the National Association of Securities Dealers, Inc.,
Article M, section 26(d).
6. The only difference in expenses as between Retail Class, Traditional Class,
Wholesale Class and Institutional Class shares shall relate to sales charges,
if any, and differences in the Rule 12b-1 Plan expenses of each class, if any,
as described in each Class's Rule 12b-1 Plan.
7. There shall be no conversion features associated with the Classes of shares.
8. Each Class will vote separately with respect to any Rule 12b-1 Plan related
to the Class.
9. On an ongoing basis, the Trustees pursuant to their fiduciary
responsibilities under the Investment Company Act of 1940, as amended, (the
"Act"), and otherwise, will monitor the Trust for the existence of any material
conflicts between the interests of the classes of shares. The Trustees,
including a majority of the independent trustees, shall take such action as is
reasonably necessary to eliminate any such conflict that may develop. The
Advisor and the Distributor shall be responsible for alerting the Board to any
material conflicts that arise.
10. All material amendments to this Plan must be approved by a majority of
the Trustees of the Trust, including a majority of the Trustees who are not
"interested persons" of the Trust, as defined in the Act.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0001030805
<NAME> IMPACT MANAGEMENT INVESTMENT TRUST
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> SEP-30-1998
<INVESTMENTS-AT-COST> 1,502,754
<INVESTMENTS-AT-VALUE> 1,187,108
<RECEIVABLES> 512,960
<ASSETS-OTHER> 2,343,884
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,043,952
<PAYABLE-FOR-SECURITIES> 74,717
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 43,307
<TOTAL-LIABILITIES> 118,024
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,437,573
<SHARES-COMMON-STOCK> 471,512
<SHARES-COMMON-PRIOR> 50,567
<ACCUMULATED-NII-CURRENT> 24,762
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (220,761)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (315,646)
<NET-ASSETS> 3,925,928
<DIVIDEND-INCOME> 25,401
<INTEREST-INCOME> 73,970
<OTHER-INCOME> 0
<EXPENSES-NET> 71,422
<NET-INVESTMENT-INCOME> 27,949
<REALIZED-GAINS-CURRENT> (220,761)
<APPREC-INCREASE-CURRENT> (312,975)
<NET-CHANGE-FROM-OPS> (505,787)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (3,170)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 495,928
<NUMBER-OF-SHARES-REDEEMED> 75,342
<SHARES-REINVESTED> 359
<NET-CHANGE-IN-ASSETS> 3,424,170
<ACCUMULATED-NII-PRIOR> (17)
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 54,723
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 71,422
<AVERAGE-NET-ASSETS> 2,213,843
<PER-SHARE-NAV-BEGIN> 9.92
<PER-SHARE-NII> 0.08
<PER-SHARE-GAIN-APPREC> (1.66)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (0.01)
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<PER-SHARE-NAV-END> 8.33
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<AVG-DEBT-PER-SHARE> 0
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