IMPACT MANAGEMENT INVESTMENT TRUST
INVESTMENT ADVISER AGREEMENT
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AGREEMENT, made as of January ____, 2001, between Schneider Capital
Management Corporation (the "Adviser"), a Pennsylvania Corporation, and Impact
Management Investment Trust (the "Company") on behalf of Schneider Large Cap
Variable Fund (the "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 Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended ("Advisers Act");
WHEREAS, the Company wishes to retain the Adviser to render investment
advisory services in connection with the management of the Fund, and the 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 Adviser and the Company on behalf of the
Fund as follows:
1. Appointment
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The Company hereby appoints the Adviser to act as Investment Adviser to the
Fund for the period and on the terms set forth herein. The Adviser accepts the
appointment and agrees to furnish the services set forth herein for the
compensation provided herein.
2. Services as Investment Adviser
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Subject to the general supervision and direction of the Board of Trustees
of the Company, the Adviser will (a) manage the Fund in accordance with the
Fund's Prospectus and Statement of Additional Information filed with the
Securities and Exchange Commission ("SEC"), 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 Adviser will provide the Fund ongoing research, analysis, advice,
and judgments regarding individual investments, general economic conditions and
trends and long-range investment policy. In addition, the 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.
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The 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 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 Adviser or any of
its affiliates (1) becomes aware that it is subject to a statutory
disqualification that prevents the Adviser from serving as investment adviser
pursuant to this Agreement; or (2) becomes aware that it is the subject of an
administrative proceeding or enforcement action by the SEC or other regulatory
authority. The Adviser further agrees to notify the company immediately of any
material fact known to the Adviser respecting or relating to the Adviser that is
not contained in the Company's registration statement regarding the Fund (the
"Registration Statement"), 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
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The Fund has delivered properly certified or authenticated copies of each
of the following documents to the Adviser and will deliver to it all future
amendments and supplements thereto, if any:
a. certified resolution of the Board of Trustees of the Company authorizing
the appointment of the Adviser and approving the form of this Agreement;
b. the Registration Statement as filed with the SEC and any amendments
thereto;
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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
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Subject to the Adviser's obligation to obtain best execution, the Adviser
shall have full discretion to select brokers or dealers to effect the purchase
and sale of securities. When the Adviser places orders for the purchase or sale
of securities for the Fund, in selecting brokers or dealers to execute such
orders, the 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 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 Adviser,
provided that the 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
Adviser's overall responsibilities with respect to accounts as to which the
Adviser exercises investment discretion. The Adviser may aggregate securities
orders so long as the 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 Adviser, or any
affiliated person thereof, except to the extent permitted by SEC exemptive order
or by applicable law.
5. Records
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The 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
Adviser with respect to the Fund by the 1940 Act. The 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
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The Adviser shall exercise its best judgment in rendering the services
under this Agreement. The Adviser shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Fund or the Fund's
shareholders in connection with the matters to which this Agreement relates,
provided that nothing herein shall be deemed to protect or purport to protect
the Adviser against any liability to the Fund or to its shareholders to which
the 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
Advisers reckless disregard of its obligations and duties under this Agreement.
As used in this Section 6, the term "Adviser" shall include any officers,
directors, employees, or other affiliates of the Adviser performing services
with respect to the Fund.
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7. Compensation
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In consideration of the services rendered pursuant to this Agreement, the
Company will pay the 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
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 Prospectus or Statement of
Additional Information.
8. Expenses
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The 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 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.
9. Services to Other Companies or Accounts
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The investment advisory services of the Adviser to the Fund under this
Agreement are not to be deemed exclusive, and the 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 Adviser or any such affiliated person from buying,
selling or trading any securities or other investments (including any securities
or other investments which the Fund is eligible to buy) for its or their own
accounts or for the accounts of others for whom it or they may be acting;
provided, however, that 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.
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10. Duration and Termination
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This Agreement shall become effective as of January ___, 2001, 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
Adviser. This Agreement will also terminate automatically in the event of its
"assignment" (as defined in the 1940 Act).
11. Amendment
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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
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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 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
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a. This Agreement constitutes the full and complete agreement of the
parties hereto with respect to the subject matter hereof.
b. Titles or captions of Sections contained in this Agreement are inserted
only as a matter of convenience and for reference, and in no way define, limit,
extend or describe the scope of this Agreement or the intent of any provisions
thereof.
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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 Adviser by the Company shall be
in writing and shall be duly given if mailed or delivered to the 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 Adviser to the Company. Notices of any kind to be given to the Company by
the Adviser shall be in writing and shall be duly given if mailed or delivered
to: Impact Management Investment Trust, 333 West Vine Street, Suite 206,
Lexington, KY 40507, or at such other address or to such individual as shall be
specified by the Company to the Adviser.
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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
Impact Management Investment Trust
By: ____________________________
President
