Exhibit 23(p)
CODE OF ETHICS
OF
IMPACT MANAGEMENT INVESTMENT TRUST
JORDAN AMERICAN HOLDINGS, INC.
EQUITY ASSETS MANAGEMENT, INC.
&
IMPACT FINANCIAL NETWORK, INC.
PREAMBLE
This Code of Ethics is being adopted in compliance with the
requirements of Rule 17j-1 (the "Rule") adopted by the United States Securities
and Exchange Commission under the Investment Company Act of 1940 (the "Act") to
effectuate the purposes and objectives of that Rule. The Rule makes it unlawful
for certain persons, in connection with purchase or sale by such person of a
security held or to be acquired by any series or class of Impact Management
Investment Trust (the "Trust"):
(1) To employ a device, scheme or artifice to defraud the Trust;
(2) To make to the Trust any untrue statement of a material fact or
omit to state to the Trust a material fact necessary in order to
make the statements made, in light of the circumstances in which
they are made, not misleading;
(3) To engage in any act, practice or course of business which
operates or would operate as a fraud or deceit upon the Trust; or
(4) To engage in a manipulative practice with respect to the Trust.
The Rule also requires the Trust, its investment advisers and its distributor to
adopt a written Code of Ethics containing provisions reasonably necessary to
prevent persons from engaging in acts in violation of the above standard and to
use reasonable diligence, and institute procedures reasonably necessary, to
prevent violations of the Code.
Set forth below is the Code of Ethics adopted by the Board of Trustees
of the Trust and by Jordan American Holdings, Inc. and Equity Assets Management,
Inc. (each an "Advisor") and IMPACT Financial Network, Inc. (the "Distributor")
in compliance with the Rule. This Code is based upon the principle that the
trustees and officers of the Trust, and certain affiliated persons of the Trust,
the Advisor and the Distributor, owe a fiduciary duty to, among others, the
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shareholders of the Trust to conduct their affairs, including their personal
securities transactions, in such manner to avoid (i) serving their own personal
interests ahead of shareholders; (ii) taking inappropriate advantage of their
position with the Trust; and (iii) any actual or potential conflicts of interest
or any abuse of their position of trust and responsibility.
1. DEFINITIONS
(a) "Access Person" means
(i) any director, trustee, officer, general partner or Advisory
Person of the Trust, or of the Adviser; and
(ii) any director, officer or general partner of the Distributor who,
in the ordinary course of business, makes, participates in or
obtains information regarding the purchase or sale of Covered
Securities by the Trust, or whose functions or duties in the
ordinary course of business relate to the making of any
recommendation to the Trust regarding the purchase or sale of
Covered Securities.
(b) "Advisory Person" means
(i) any employee of the Trust or Adviser (or of any company in a
control relationship to the Trust or Adviser) who, in connection
with his regular functions or duties, makes, participates in, or
obtains current information regarding the purchase or sale of a
Covered Security by the Trust, or whose functions relate to the
making of any recommendations with respect to such purchases or
sales; and
(ii) any natural person in a control relationship to the Trust or the
Adviser who obtains information concerning recommendations made
to the Trust with regard to the purchase or sale of a Covered
Security by the Trust.
(c) A security is "being considered for purchase or sale" or is "being
purchased or sold" when a recommendation to purchase or sell the
security has been made and communicated to the Trading Desk, which
includes when the Trust has a pending "buy" or "sell" order with
respect to a security, and, with respect to the person making the
recommendation, when such person seriously considers making such a
recommendation.
(d) "Beneficial ownership" shall be as defined in, and interpreted in the
same manner as it would be in determining whether a person is subject
to the provisions of, Section 16 of the Securities Exchange Act of
1934 and the rules and regulations thereunder which, generally
speaking, encompasses those situations where the
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beneficial owner has the right to enjoy some economic benefit from the
ownership of the security regardless of who is the registered owner.
This would include:
(i) securities which a person holds for his or her own benefit
either in bearer form, registered in his or her own name or
otherwise regardless of whether the securities are owned
individually or jointly;
(ii) securities held in the name of a member of his or her immediate
family (spouse or child) sharing the same household;
(iii) securities held by a trustee, executor, administrator, custodian
or broker;
(iv) securities owned by a general partnership of which the person is
a member or a limited partnership of which such person is a
general partner;
(v) securities held by a corporation which can be regarded as a
personal holding company of a person; and
(vi) securities recently purchased by a person and awaiting transfer
into his or her name.
(e) "Compliance Officer" means ____________ or their successors appointed
by the Trustees.
(f) "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the Act.
(g) "Covered Security" means a security, except that it shall not include
(i) direct obligations of the Government of the United States;
(ii) bankers' acceptances, bank certificates of deposit, commercial
paper and high quality short-term debt instruments, including
repurchase agreements; and
(iii) shares issued by registered, open-end investment companies,
including the Trust.
(h) "Independent Trustee" means a Trustee of the Trust who is not an
"interested person" of the Trust within the meaning of Section
2(a)(19) of the Act.
(i) "Initial Public Offering" ("IPO") means an offering of securities
registered under the Securities Act of 1933 ("Securities Act"), the
issuer of which, immediately
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before the registration, was not subject to the reporting requirements
of Sections 13 or 15(d) of the Securities Exchange Act of 1934.
(j) "Investment Personnel" means:
(i) any Advisory Person who, in connection with his regular
functions or duties, makes or participates in making
recommendations regarding the purchase or sale of securities by
the Trust; and
(ii) any natural person who controls the Trust Adviser and who
obtains information concerning recommendations made to the Trust
regarding the purchase or sale of securities by the Trust.
(k) "Limited Offering" means an offering that is exempt from registration
under the Securities Act pursuant to Section 4(2) or Section 4(6) or
pursuant to rule 504, rule 505 or rule 506 under the Securities Act.
(l) "Purchase or Sale of a Covered Security" includes the writing of an
option to purchase or sell a Covered Security.
(m) "Security Held or to be Acquired" by the Trust means:
(i) any Covered Security which, within the most recent fifteen (15)
days:
(A) is or has been held by the Trust; or
(B) is being or has been considered by the Trust or the Adviser
for purchase by the Trust; and
(ii) any option to purchase or sell, and any security convertible
into or exchangeable for, a Covered Security described in
paragraph (m)(i) of this section.
(n) "Security" as defined in Section 2(a)(36) of the Act means any note,
stock, treasury stock, bond, debenture, evidence of indebtedness,
certificate of interest or participation in any profit-sharing
agreement, collateral-trust certificate, preorganization certificate
or subscription, transferable share, investment contract, voting-trust
certificate, certificate of deposit for a security, fractional
undivided interest in oil, gas, or other mineral rights, any put,
call, straddle, option, or privilege on any security (including a
certificate of deposit) or on any group or index of securities
(including any interest therein or based on the value thereof), or any
put, call, straddle, option, or privilege entered into in a national
securities exchange relating to foreign currency, or, in general, any
interest or instrument commonly known as a "security," or any
certificate of interest or participation in,
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temporary or interim certificate for, receipt for, guarantee of, or
warrant or right to subscribe to or purchase, any of the foregoing.
2. PROHIBITED TRANSACTIONS
(a) No Access Person shall engage in any act, practice or course of
conduct, which would violate the provisions of Rule 17j-1 set forth
above in the Code's Preamble.
(b) No Access Person shall:
(i) purchase or sell, directly or indirectly, any security in which
he or she has or by reason of such transaction acquires, any
direct or indirect beneficial ownership and which to his or her
actual knowledge at the time of such purchase or sale:
(A) is being considered for purchase or sale by the Trust, or
(B) is being purchased or sold by the Trust;
(ii) disclose to other persons the securities activities engaged in
or contemplated for the various series of the Trust;
(iii) seek or accept anything of value, either directly or indirectly,
from broker- dealers or other persons providing services to the
Trust because of such person's association with the Trust. For
the purposes of this provision, the following gifts from
broker-dealers or other persons providing services to the Trust
will not be considered to be in violation of this section:
(A) an occasional meal;
(B) an occasional ticket to a sporting event, the theater or
comparable entertainment;
(C) a holiday gift of fruit or other foods, or other comparable
gift.
(c) No Investment Personnel shall:
(i) acquire directly or indirectly any beneficial ownership in any
securities in an IPO or in a Limited Offering without prior
approval of the Compliance Officer or other person designated by
the Board of Trustees. Any person authorized to purchase
securities in a Limited Offering shall disclose that investment
when they play a part in any subsequent consideration of an
investment by the Trust in the issuer. In such circumstances,
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the Trust's decision to purchase securities of the issuer shall
be subject to independent review by the Trust's officers with no
personal interest in the issuer.
(ii) profit in the purchase or sale, or sale and purchase, of the
same (or equivalent) securities within sixty (60) calendar days.
Any profit realized on such short-term trades shall be subject
to disgorgement.
(iii) buy or sell a Covered Security within at least seven (7)
calendar days before and after any series of the Trust that he
or she manages trades in that security. Any profits realized on
trades within the proscribed period are required to be
disgorged.
(iv) serve on the board of directors of any publicly traded company
without prior authorization of the Chairman and/or President of
the Trust. Any such authorization shall be based upon a
determination that the board service would be consistent with
the interests of the Trust and its shareholders.
3. EXEMPTED TRANSACTIONS
The prohibitions of Sections 2(b) and 2(c) shall not apply to:
(a) purchases or sales effected in any account over which the Access
Person has no direct or indirect influence or control;
(b) purchases or sales which are non-volitional on the part of either the
Access Person or the Trust;
(c) purchases which are part of an automatic dividend reinvestment plan;
and
(d) purchases effected upon the exercise of rights issued by an issuer pro
rata to all holders of a class of its securities, to the extent such
rights were acquired from such issuer, and sales of such rights so
acquired.
(e) purchases or sales of any series or class of the Trust.
4. COMPLIANCE PROCEDURES
(a) Pre-clearance
With the exception of the Independent Trustees, all Access Persons
shall receive prior approval from the Compliance Officer or other
officer designated by the Board of Trustees before purchasing or
selling securities.
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(b) Reporting Requirements
INITIAL & ANNUAL REPORTS All Access Persons, except Independent
Trustees, shall disclose to the Compliance Officer within 10 days of
becoming an Access Person, and thereafter on an annual basis as of
December 31,(i) the name, number of shares and principal amount of
each Covered Security in which the Access Person has any direct or
indirect beneficial ownership and (ii) the name of any broker, dealer
or bank with whom the Access Person maintains a securities account.
The initial holdings report shall be made on the form attached as
Exhibit A, and the annual holdings report shall be made on the form
attached as Exhibit B.
QUARTERLY REPORTS Every Access Person shall report to the Compliance
Officer the information described below with respect to transactions
in any Covered Security in which such person has, or by reason of such
transaction acquires, any direct or indirect beneficial ownership in
the security; provided, however, that an Access Person shall not be
required to make a report with respect to transactions effected for
any account over which such person has no direct or indirect influence
or control.
(i) Each Independent Trustee need only report a transaction in a
Covered Security if such Trustee, at the time of that
transaction, knew, or, in the ordinary course of fulfilling his
official duties as a trustee, should have known that during the
15-day period immediately before or after the date of the
Trustee's transaction, such Covered Security was purchased or
sold by the Trust or was being considered for purchase or sale
by the Trust or Adviser.
(ii) Reports required to be made under this Paragraph (b) shall be
made not later than 10 days after the end of the calendar
quarter. Every Access Person shall be required to submit a
report for all periods, including those periods in which no
securities transactions were effected. A report shall be made on
the form attached hereto as Exhibit C or on any other form
containing the following information:
(iii) With respect to any transaction during the quarter in a Covered
Security in which the Access Person had any direct or indirect
beneficial ownership:
(A) the date of the transaction, the name, the interest rate and
maturity date (if applicable), the number of shares, and the
principal amount of each Covered Security involved;
(B) the nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
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(C) the price of the Covered Security at which the transaction
was effected;
(D) the name of the broker, dealer or bank with or through which
the transaction was effected; and
(E) the date that the report is submitted by the Access Person.
With respect to any securities account established at a broker,
dealer, or bank during the quarter for the direct or indirect
benefit of the Access Person:
(A) the name of the broker, dealer or bank with whom the Access
Person established the account;
(B) the date the account was established; and
(C) the date that the report is submitted by the Access Person.
Any report may contain a statement that the report shall not be
construed as an admission by the person making such report that he or she has
any direct or indirect beneficial ownership in the security to which the report
relates.
(c) Provision of Brokers' Statements
With the exception of the Independent Trustees, every Access Person
shall direct their brokers to supply to the Compliance Officer, on a
timely basis, duplicate copies of the confirmation of all personal
securities transactions and copies of all periodic statements for all
securities accounts.
(d) Notification of Reporting Obligations
The Compliance Officer shall notify each Access Person that he or she
is subject to these reporting requirements, and shall deliver a copy
of this Code of Ethics to each such person upon request.
(e) Certification of Compliance with Code of Ethics
With the exception of the Independent Trustees, every Access Person
shall certify in an annual report that:
(i) they have read and understand the Code of Ethics and recognize
that they are subject thereto;
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(ii) they have complied with the requirements of the Code of Ethics;
and
(iii) they have reported all personal securities transactions required
to be reported pursuant to the requirements of the Code of
Ethics.
(f) Conflict of Interest
Every Access Person shall notify the Compliance Officer of any
personal conflict of interest relationship which may involve the
Trust, such as the existence of any economic relationship between
their transactions and securities held or to be acquired by any series
of the Trust. Such notification shall occur in the pre- clearance
process.
(g) Review of Reports
The Compliance Officer or his designate immediately shall review all
personal holdings reports, submitted by each Access Person, including
confirmations of personal securities transactions, to ensure no
trading has taken place in violation of Rule 17j-1 or the Code of
Ethics. Any violations of the Code of Ethics shall be reported to the
Board in accordance with Section 5 of the Code. The Compliance Officer
shall maintain a list of the personnel responsible for reviewing the
transactions and personal holdings reports.
5. REPORTING OF VIOLATIONS TO THE BOARD OF TRUSTEES
(a) The Compliance Officer shall promptly report to the Board of Trustees:
(i) all apparent violations of this Code of Ethics and the reporting
requirements thereunder; and
(ii) any reported transaction in a Covered Security which was
purchased or sold by the Trust within fifteen (15) days before
or after the date of the reported transactions.
(b) When the Compliance Officer finds that a transaction otherwise
reportable to the Board of Trustees under Paragraph (a) of this
Section could not reasonably be found to have resulted in a fraud,
deceit or manipulative practice in violation of Rule 17j-1(a), it may,
in its discretion, lodge a written memorandum of such finding and the
reasons therefor with the reports made pursuant to this Code of
Ethics, in lieu of reporting the transaction to the Board of Trustees.
(c) The Board of Trustees, or a Committee of Trustees created by the Board
of Trustees for that purpose, shall consider reports made to the Board
of Trustees
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hereunder and shall determine whether or not this Code of Ethics has
been violated and what sanctions, if any, should be imposed.
6. ANNUAL REPORTING TO THE BOARD OF TRUSTEES
(a) The Compliance Officer, Adviser and Distributor shall furnish to the
Board of Trustees, and the Board of Trustees must consider, an annual
report relating to this Code of Ethics. Such annual report shall:
(i) describe any issues arising under the Code of Ethics or
procedures during the past year;
(ii) identify any material violations of this Code or procedures,
including sanctions imposed in response to such violations
during the past year;
(iii) identify any recommended changes in the existing restrictions or
procedures based upon the Trust's experience under its Code of
Ethics, evolving industry practices or developments in
applicable laws or regulations; and
(iv) certify that the Trust, Adviser and Distributor have adopted
procedures reasonably necessary to prevent Access Persons from
violating the Code of Ethics.
7. SANCTIONS
Upon discovering a violation of this Code, the Board of Trustees may
impose such sanctions as they deem appropriate, including, among other things, a
letter of censure or suspension or termination of the employment of the
violator.
8. RETENTION OF RECORDS
This Code of Ethics, a list of all persons required to make reports
hereunder from time to time, a copy of each report made by an access person
hereunder, a list of all persons responsible for reviewing the reports required
hereunder, a record of any decision and the reasons supporting the decision to
approve the acquisition by Investment Personnel of securities in an IPO or
Limited Offering, each memorandum made by the Compliance Officer hereunder and a
record of any violation hereof and any action taken as a result of such
violation, shall be maintained by the Trust as required under Rule 17j-1.
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9. ADOPTION AND APPROVAL
The Board of Trustees, including a majority of Independent Trustees,
shall approve this Code of Ethics and any material changes to the Code. The
Board of Trustees shall approve any material change to the Code no later than
six (6) months after adoption of the material change.
Before approving this Code or any amendment to this Code, the Board of
Trustees shall have received a certification from the Trust, the Adviser or
Distributor that it has adopted procedures reasonably necessary to prevent
Access Persons from violating the Code.
Dated: August 30, 2000
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JORDAN AMERICAN HOLDINGS, INC.
POLICY STATEMENT ON INSIDER TRADING
SECTION I. POLICY STATEMENT ON INSIDER TRADING
-----------------------------------
A. Policy Statement on Insider Trading
-----------------------------------
Jordan American Holdings, Inc. (the "Adviser") forbids any director,
officer or employee from trading, either personally or on behalf of a Client
Account, on material nonpublic information, or communicating material nonpublic
information to other persons in violation of the law. This conduct is frequently
referred to as "insider trading". The Adviser's policy applies to every
director, officer and employee and extends to activities within and outside
their duties for the Adviser. Every director, officer and employee must read and
retain a copy of this policy statement. Any questions regarding the Adviser's
policy and procedures should be referred to the Compliance Officer.
The term "insider trading" is not defined in the federal securities
laws, but generally is used to refer to the use of material nonpublic
information to trade in securities (whether or not one is an "insider") or to
communications of material nonpublic information to others.
While the law concerning insider trading is not static, it is
generally understood that the law prohibits:
i) trading by an insider, while in possession of material nonpublic
information, or
ii) trading by a non-insider, while in possession of material
nonpublic information, where the information either was
disclosed to the non-insider in violation of an insider's duty
to keep it confidential or was misappropriated, or
iii) communicating material nonpublic information to others.
The elements of insider trading and the penalties for such unlawful
conduct are discussed below. If, after reviewing this policy statement, you have
any questions, you should consult the Adviser's Compliance Officer.
1. Who is an Insider?
------------------
The concept of "insider" is broad. It includes partners and employees
of a company. In addition, a person can be a "temporary insider" if he or she
enters into a special confidential
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relationship in the conduct of a company's affairs and as a result is given
access to information solely for the company's purposes. A temporary insider can
include, among others, a company's attorneys, accountants, consultants, bank
lending officers, and the employees of such organizations. In addition, the
Adviser may become a temporary insider of a company it advises or for which it
performs other services. According to the U.S. Supreme Court, the company must
expect the outsider to keep the disclosed nonpublic information confidential and
the relationship must at least imply such a duty before the outsider will be
considered an insider.
2. What is Material Information?
----------------------------
Trading on inside information is not a basis for liability unless the
information is material. "Material information" generally is defined as
information for which there is a substantial likelihood that a reasonable
investor would consider it important in making his or her investment decisions,
or information that is reasonably certain to have a substantial effect on the
price of a company's securities. Information that directors, officers and
employees should consider material includes, but is not limited to: dividend
changes, earnings estimates, changes in previously released earnings estimates,
significant merger or acquisition proposals or agreements, major litigation,
liquidation problems, and extraordinary management developments.
Material information does not have to relate to a company's business.
For example, in CARPENTER V. U.S., 108 U.S. 316 (1987), the Supreme Court
considered material certain information about the contents of a forthcoming
newspaper column that was expected to affect the market price of a security. In
that case, a WALL STREET JOURNAL reporter was found criminally liable for
disclosing to others the dates that reports on various companies would appear in
the JOURNAL and whether those reports would be favorable or not.
3. What is Nonpublic Information?
-----------------------------
Information is nonpublic until it has been effectively communicated to
the market place. One must be able to point to some fact to show that the
information is generally public. For example, information found in a report
filed with the SEC, or appearing in DOW JONES, REUTERS ECONOMIC SERVICES, THE
WALL STREET JOURNAL or other publications of general circulation would be
considered public.
4. Basis for Liability.
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i) fiduciary duty theory
In 1980, the Supreme Court found that there is no general duty to
disclose before trading on material nonpublic information, but
that such a duty arises only where there is a fiduciary
relationship. That is, there must be a relationship between the
parties to the transaction such that one party has a right to
expect that the other party will disclose any material nonpublic
information or refrain from trading. CHIARELLA V. U.S., 445 U.S.
22 (1980).
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In DIRKS V. SEC, 463 U.S. 646 (1983), the Supreme Court stated
alternate theories under which non-insiders can acquire the
fiduciary duties of insiders: they can enter into a confidential
relationship with the company through which they gain information
(i.e., attorneys, accountants), or they can acquire a fiduciary
duty to the company's shareholders as "tippees" if they are aware
or should have been aware that they have been given confidential
information by an insider who has violated his fiduciary duty to
the company's shareholders.
However, in the "tippee" situation, a breach of duty occurs only
if the insider personally benefits, directly or indirectly from
the disclosure. The benefit does not have to be pecuniary, but
can be a gift, a reputational benefit that will translate into
future earnings, or even evidence of a relationship that suggests
a QUID PRO QUO.
ii) misappropriation theory
Another basis for insider trading liability is the
"misappropriation" theory, where liability is established when
trading occurs on material nonpublic information that was stolen
or misappropriated from any other person. In U.S. v. Carpenter,
supra, the Court found, in 1987, a columnist defrauded The Wall
Street Journal when he stole information from the Journal and
used it for trading in the securities markets. It should be noted
that the misappropriation theory can be used to reach a variety
of individuals not previously thought to be encompassed under the
fiduciary duty theory.
5. Penalties for Insider Trading
-----------------------------
Penalties for trading on or communicating material nonpublic
information are severe, both for individuals involved in such unlawful conduct
and their employers. A person can be subject to some or all of the penalties
below even if he or she does not personally benefit from the violation.
Penalties include:
i) civil injunctions
ii) treble damages
iii) disgorgement of profits
iv) jail sentences
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v) fines for the person who committed the violation of up to three
times the profit gained or loss avoided, whether or not the
person actually benefitted, and
vi) fines for the employer or other controlling person of up to the
greater of $1,000,00 or three times the amount of the profit
gained or loss avoided.
In addition, any violation of this policy statement can be expected to
result in serious sanctions by the Adviser, including dismissal of the persons
involved.
SECTION II. PROCEDURES TO IMPLEMENT INSIDER TRADING POLICY
----------------------------------------------
The following procedures have been established to aid the directors,
officers and employees of Jordan American Holdings, Inc. to avoid insider
trading, and to aid the Adviser in preventing, detecting and imposing sanctions
against insider trading. EVERY DIRECTOR, OFFICER AND EMPLOYEE OF THE ADVISER
MUST FOLLOW THESE PROCEDURES OR RISK SERIOUS SANCTIONS, INCLUDING DISMISSAL,
SUBSTANTIAL PERSONAL LIABILITY AND CRIMINAL PENALTIES. If you have any questions
about these procedures, you should consult the Adviser's Compliance Officer.
1. Identifying Inside Information
------------------------------
Before trading for yourself or others, including Client Accounts, in
the securities of a company about which you may have potential inside
information, ask yourself the following questions:
i) Is the information material? Is this information that an
investor would consider important in making his or her
investment decisions? Is this information that would
substantially effect the market price of the securities if
generally disclosed?
ii) Is the information nonpublic? To whom has this information been
provided? Has the information been effectively communicated to
the marketplace by being published in Reuters, The Wall Street
Journal, or other publications of general circulation?
If, after consideration of the above, you believe that the information
is material and nonpublic, or if you have questions as to whether the
information is material and nonpublic, you should take the following steps.
i) Report the matter immediately to the Compliance Officer.
ii) Do not purchase or sell the securities on behalf of yourself or
others, including Client Accounts.
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iii) Do not communicate the information inside or outside the
Adviser, other than to the Compliance Officer.
iv) After the Compliance Officer has reviewed the issue, you will be
instructed to continue the prohibitions against trading and
communication, or you will be allowed to trade and communicate
the information.
2. PERSONAL SECURITY TRADING. All directors, officers and employees of the
Adviser (other than persons who are required to report their securities
Transactions to a registered investment company in accordance with a Code of
Ethics) shall submit to the compliance officer, on a quarterly basis, a report
of every securities transaction in which they, their families (including the
spouse, minor children and adults living in the same household as the director,
officer or employee), and trusts of which they are trustees or in which they
have a beneficial interest have participated, or at such lesser intervals as may
be required from time to time. The report shall include the name of the
security, date of the transaction, quantity, price, and broker-dealer through
which the transaction was effected. All directors, officers and employees must
also instruct their broker(s) to supply the compliance officer, on a timely
basis, with duplicate copies of confirmations of all personal securities
transactions and copies of all periodic statements for all securities accounts.
3. RESTRICTING ACCESS TO MATERIAL NON-PUBLIC INFORMATION. Any information in
your possession that you identify as material and non-public may not be
communicated other than in the course of performing your duties to anyone,
including persons within your company, except as provided in paragraph 1 above.
In addition, care should be taken so that such information is secure. For
example, files containing material non-public information should be sealed and
access to computer files containing material non-public information should be
restricted.
4. RESOLVING ISSUES CONCERNING INSIDER TRADING. If, after consideration of the
items set forth in paragraph 1, doubt remains as to whether information is
material or non-public, or if there is any unresolved question as to the
applicability or interpretation of the foregoing procedures, or as to the
propriety of any action, it must be discussed with the compliance officer before
trading or communicating the information to anyone.
SECTION III. SUPERVISION
-----------
The role of the compliance officer is critical to the implementation
and maintenance of this Statement on Insider Trading. These supervisory
procedures can be divided into two classifications, (1) the prevention of
insider trading, and (2) the detection of insider trading.
1. Prevention of Insider Trading:
-----------------------------
To prevent insider trading the compliance official should:
(a) answer promptly any questions regarding the Statement on Insider
Trading;
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(b) resolve issues of whether information received by a director, officer
or employee is material and non-public;
(c) review and ensure that directors, officers and employees review, at
least annually, and update as necessary, the Statement on Insider
Trading; and
(d) when it has been determined that a person has material non-public
information,
(i) implement measures to prevent dissemination of such information,
and
(ii) if necessary, restrict officers, directors, and employees from
trading the securities.
2. Detection of Insider Trading:
-----------------------------
To detect insider trading, the compliance officer should:
(a) review the trading activity reports filed by each director, officer
and employee, to ensure no trading took place in securities in which
the Adviser has material non- public information;
(b) review the trading activity of the mutual funds managed by the
Adviser;
(c) coordinate, if necessary, the review of such reports with other
appropriate directors, trustees, officers, or employees of the Adviser
and Impact Management Investment Trust.
3. Special Reports to Management:
------------------------------
Promptly, upon learning of a potential violation of the Statement on
Insider Trading, the compliance officer must prepare a written report to
management of the Adviser, and provide a copy of such report to the Board of
Trustees of Impact Management Investment Trust, providing full details and
recommendations for further action.
4. Annual Reports:
---------------
On an annual basis, the compliance officer of the Adviser will prepare
a written report to the management of the Adviser, and provide a copy of such
report to the Board of Trustees of Impact Management Investment Trust, setting
forth the following:
(a) a summary of the existing procedures to detect and prevent insider
trading;
(b) full details of any investigation, either internal or by a regulatory
agency, of any suspected insider trading and the results of such
investigation;
(c) an evaluation of the current procedures and any recommendations for
improvement.
The Undersigned has read, understands and agrees to abide by the
foregoing Insider Trading Policy and has retained a copy of the said document.
-6-
<PAGE>
Date: Signature:
--------------------------- ----------------------------
-7-
<PAGE>
ADDENDUM
--------
"Security" means any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in any
profit-sharing agreement, collateral-trust certificate, preorganization
certificate or subscription, transferable share, investment contract,
voting-trust certificate, certificate of deposit for a security, fractional
undivided interest in oil, gas, or other mineral rights, any put, call,
straddle, option, or privilege on any security (including a certificate of
deposit) or on any group or index of securities (including any interest therein
or based on the value thereof), or any put, call, straddle, option, or privilege
entered into in a national securities exchange relating to foreign currency, or,
in general, any interest or instrument commonly known as a "security," or any
certificate of interest or participation in, temporary or interim certificate
for, receipt for, guarantee of, or warrant or right to subscribe to or purchase,
any of the foregoing.
-8-
<PAGE>
EXHIBIT A
IMPACT MANAGEMENT INVESTMENT TRUST
JORDAN AMERICAN HOLDINGS, INC.
IMPACT FINANCIAL NETWORK, INC.
CODE OF ETHICS
INITIAL HOLDINGS REPORT
To the Compliance Officer of Impact Management Investment Trust, Jordan American
Holdings, Inc. or IMPACT Financial Network, Inc.:
1. I hereby acknowledge receipt of a copy of the Code of Ethics for
IMPACT MANAGEMENT INVESTMENT TRUST (the "Trust"), JORDAN AMERICAN HOLDINGS, INC.
(the "Adviser"), and IMPACT FINANCIAL NETWORK, INC., (the "Distributor").
2. I have read and understand the Code and recognize that I am subject
thereto in the capacity of an "Access Person."
3. Except as noted below, I hereby certify that I have no knowledge of
the existence of any personal conflict of interest relationship which may
involve the Trust, such as any economic relationship between my transactions and
securities held or to be acquired by the Trust or any of its series.
4. As of the date below I had a direct or indirect beneficial ownership
interest in the following securities:
Type of Interest
Name of Securities Number of Shares (Direct or Indirect)
------------------ ---------------- --------------------
5. As of the date below, the following is a list of all brokers, dealers
or banks with whom I maintain an account in which securities are held for my
direct or indirect benefit:
Type of Interest
Firm Account (Direct or Indirect)
---- ------- --------------------
Date: Signature:
--------------------------- ----------------------------
Print Name:
----------------------------
Title:
----------------------------
Employer's Name:
-----------------------
-9-
<PAGE>
EXHIBIT B
IMPACT MANAGEMENT INVESTMENT TRUST
JORDAN AMERICAN HOLDINGS, INC.
IMPACT FINANCIAL NETWORK, INC.
CODE OF ETHICS
ANNUAL HOLDINGS REPORT
To the Compliance Officer of Impact Management Investment Trust, Jordan American
Holdings, Inc. or IMPACT Financial Network, Inc.
1. I have read and understand the Code of Ethics and recognize that I am
subject thereto in the capacity of an "Access Person."
2. I hereby certify that, during the year ended December 31, ____, I have
complied with the requirements of the Code and I have reported all securities
transactions required to be reported pursuant to the Code.
3. Except as noted below, I hereby certify that I have no knowledge of
the existence of any personal conflict of interest relationship which may
involve the Trust, such as any economic relationship between my transactions and
securities held or to be acquired by the Trust or any of its Series or Classes.
4. As of December 31, ____, I had a direct or indirect beneficial
ownership interest in the following securities:
Type of Interest
Name of Securities Number of Shares (Direct or Indirect)
------------------ ---------------- --------------------
5. As of the December 31, ____ the following is a list of all brokers,
dealers or banks with whom I maintain an account in which securities are held
for my direct or indirect benefit:
Type of Interest
Firm Account (Direct or Indirect)
---- ------- --------------------
-10-
<PAGE>
Date: Signature:
--------------------------- ----------------------------
Print Name:
----------------------------
Title:
----------------------------
Employer's Name:
-----------------------
-11-
<PAGE>
EXHIBIT C
IMPACT MANAGEMENT INVESTMENT TRUST
JORDAN AMERICAN HOLDINGS, INC.
IMPACT FINANCIAL NETWORK, INC.
SECURITIES TRANSACTIONS REPORT
FOR THE CALENDAR QUARTER ENDED: _____________
To the Compliance Officer of Impact Management Investment Trust, Jordan American
Holdings, Inc. or IMPACT Financial Network, Inc.
During the quarter referred to above, the following transactions were
effected in securities of which I had, or by reason of such transaction
acquired, direct or indirect beneficial ownership, and which are required to be
reported pursuant to the Code of Ethics adopted by the Trust.
<TABLE>
<CAPTION>
SECURITY DATE OF NO. OF DOLLAR NATURE OF PRICE BROKER/
(including interest TRANSACTION SHARES AMOUNT OF TRANSACTION DEALER
rate and maturity TRANSACTION (Purchase, Sale, OR BANK
date, if applicable) Other) THROUGH
WHOM EFFECTED
<S> <C> <C> <C> <C> <C> <C>
==================== ============ ====== ============ ================ ====== ==============
</TABLE>
During the quarter referred to above, the following accounts were established by
me in which securities were held for my direct or indirect benefit:
FIRM NAME DATE THE
(of broker, dealer or bank) ACCOUNT WAS ACCOUNT NUMBER
ESTABLISHED
This report (i) excludes transactions with respect to which I had no
direct or indirect influence or control, (ii) other transactions not required to
be reported, and (iii) is not an admission that I have or had any direct or
indirect beneficial ownership in the securities listed above.
Except as noted on the reverse side of this report, I hereby certify
that I have no knowledge of the existence of any personal conflict of interest
relationship which may involve the Trust, such as the existence of any economic
relationship between my transactions and securities held or to be acquired by
the Trust or any of its series or classes.
Date: Signature:
--------------------------- ----------------------------
Print Name:
----------------------------
Title:
----------------------------
Employer's Name:
-----------------------
-12-
<PAGE>
Exhibit D
IMPACT MANAGEMENT INVESTMENT TRUST
JORDAN AMERICAN HOLDINGS, INC.
INVESTMENT PERSONNEL
Securities Transactions Report Relating to Short-Term Trading
For the Sixty-Day Period from _____________ to _____________:
To the Compliance Officer of Jordan American Holdings, Inc. on behalf of Impact
Management Investment Trust ("the Trust"):
During the 60 calendar day period referred to above, the following
purchases and sales, or sales and purchases, of the same (or equivalent)
securities were effected or are proposed to be effected in securities of which I
have, or by reason of such transaction acquired, direct or indirect beneficial
ownership.
<TABLE>
<CAPTION>
DATE OF NATURE OF BROKER/DEALER
TRANSACTION DOLLAR TRANSACTION OR BANK
(OR PROPOSED NO. OF AMOUNT OF (Purchase, Sale, THROUGH WHOM
SECURITY TRANSACTION) SHARES TRANSACTION Other) PRICE EFFECTED
<S> <C> <C> <C> <C> <C> <C>
======== ============ ====== =========== ================ ===== =============
</TABLE>
This report (i) excludes transactions with respect to which I had no
direct or indirect influence or control, (ii) excludes other transactions not
required to be reported, and (iii) is not an admission that I have or had any
direct or indirect beneficial ownership in the securities listed above.
With respect to the (1) portfolio of the Trust that serves as the
basis for my "investment personnel" status with the Trust (the "Portfolio"); and
(2) transactions in the securities set forth in the table above, hereby certify
that:
(a) I have no knowledge of the existence of any personal conflict of
interest relationship which may involve the Portfolio, such as
front running
-13-
<PAGE>
transactions or the existence of any economic relationship
between my transactions and securities held or to be acquired by
the Portfolio;
(b) such securities, including securities that are economically
related to such securities, involved in the transaction are not
(i) being considered for purchase or sale by the Portfolio, or
(ii) being purchased or sold by the Portfolio; and
(c) are in compliance with the Code of Ethics of the Trust.
Date: Signature:
--------------------------- ----------------------------
Print Name:
----------------------------
Title:
----------------------------
Employer's Name:
-----------------------
In accordance with the provisions of the Code of Ethics of the Trust,
the transaction proposed to be effected as set forth in this Report is:
Authorized: [ ]
Unauthorized: [ ]
Date: Signature:
--------------------------- ----------------------------
Compliance Officer
================================================================================
-14-
<PAGE>
Exhibit E
IMPACT MANAGEMENT INVESTMENT TRUST
JORDAN AMERICAN HOLDINGS, INC.
IMPACT FINANCIAL NETWORK, INC.
ACCESS PERSONS
Personal Securities Transactions Pre-clearance Form
To the Compliance Officer of Impact Management Investment Trust, Jordan American
Holdings, Inc. or IMPACT Financial Network, Inc.:
I hereby request pre-clearance of the following proposed transactions:
<TABLE>
<CAPTION>
BROKER/DEALER
NATURE OF OR BANK
DOLLAR TRANSACTION PRICE (OR THROUGH AUTHORIZED
NO. OF AMOUNT OF (Purchase, Sale, PROPOSED WHOM
SECURITY SHARES TRANSACTION Other) PRICE) EFFECTED YES NO
<S> <C> <C> <C> <C> <C> <C> <C>
======== ====== =========== ================ ========= ============= ==== ====
</TABLE>
Signature:
----------------------- ----------------------------
Date
Print Name:
-----------------------
Employer:
-----------------------
Signature:
----------------------- ----------------------------
Compliance Officer Date
-15-
