-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ICFA6Kzyzp1Wff8b6cfP/zRnGC/u5VIYWbUqNEwopr+yqwmbgJ/acD3LF+ZtyVvX oVlW8wyC0FK+m2AtQYLjqg== 0001012709-01-000078.txt : 20010130 0001012709-01-000078.hdr.sgml : 20010130 ACCESSION NUMBER: 0001012709-01-000078 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20010129 EFFECTIVENESS DATE: 20010129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMPACT MANAGEMENT INVESTMENT TRUST CENTRAL INDEX KEY: 0001030805 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 232873254 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 333-22095 FILM NUMBER: 1518089 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 811-08065 FILM NUMBER: 1518090 BUSINESS ADDRESS: STREET 1: 1875 SKI TIME SQUARE DR STREET 2: STE ONE CITY: STEAMBOAT SPRINGS STATE: CO ZIP: 80487 BUSINESS PHONE: 9708791189 MAIL ADDRESS: STREET 1: ARROTT BUILDING STREET 2: 401 WOOD ST 3RD FL CITY: PITTSBURGH STATE: PA ZIP: 15222 485BPOS 1 0001.txt IMPACT MANAGEMENT INVESTMENT TRUST As filed with the Securities and Exchange Commission on January 29, 2001 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. 11 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 11 [X] (Check appropriate box or boxes) IMPACT MANAGEMENT INVESTMENT TRUST ---------------------------------- (exact name of Registrant as Specified in Charter) 333 West Vine Street, Suite 206 Lexington, KY 40507 --------------------------------------- ---------- (Address of Principal Executive Office) (Zip Code) Registrant's Telephone Number, including Area Code: 859-254-2240 Charles R. Clark Chairman Impact Management Investment Trust 333 West Vine Street, Suite 206 Lexington, KY 40507 (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) [X] immediately upon filing pursuant to paragraph (b) [ ] on (date) pursuant to paragraph (b) [ ] 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: [X] this post-effective amendment designates a new effective date for a previously filed post-effective amendment ================================================================================ PROSPECTUS ================================================================================ January 22, 2001 ================================================================================ IMPACT MANAGEMENT INVESTMENT TRUST Impact Total Return Portfolio Retail Class Shares Traditional Class Shares Wholesale Class Shares Institutional Class Shares ================================================================================ 800-556-5856 (Toll Free) THE U.S. SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ================================================================================ TABLE OF CONTENTS ================================================================================ Page ---- PORTFOLIO SUMMARIES............................................................1 Investment Objectives and Strategies........................................1 Principal Risks.............................................................2 Performance of the Portfolio................................................2 Portfolio Expenses..........................................................5 FINANCIAL HIGHLIGHTS...........................................................7 INVESTMENT POLICIES AND RISKS .................................................9 MANAGEMENT OF THE PORTFOLIO...................................................11 Investment Adviser.........................................................11 Sub-Investment Adviser.....................................................11 Portfolio Managers.........................................................12 Advisory Fees..............................................................12 PRICING PORTFOLIO SHARES......................................................12 HOW TO PURCHASE SHARES........................................................14 General....................................................................15 Purchasing By Mail.........................................................15 Purchasing by Wire.........................................................15 HOW TO REDEEM SHARES..........................................................16 Written Requests...........................................................16 Signatures ................................................................16 Telephone Redemptions......................................................16 Redemption in Kind.........................................................17 Receiving Payment..........................................................18 Accounts with Low Balances.................................................18 DISTRIBUTION ARRANGEMENTS.....................................................18 General....................................................................18 Plans Of Distribution......................................................19 DIVIDENDS, DISTRIBUTIONS AND TAXES............................................19 Dividends and Distributions................................................19 Tax Consequences...........................................................20 CUSIPS & SYMBOLS..............................................................21 ================================================================================ PORTFOLIO SUMMARIES ================================================================================ INVESTMENT OBJECTIVES AND STRATEGIES 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 total return on the Portfolio is expected to consist of capital appreciation and income. The Portfolio seeks to achieve its objective by investing on average 65% of its total assets in the equity securities of companies listed in the Russell 1000(R) Value Index. The Russell 1000 Value Index companies generally are the companies from which the Portfolio selects its portfolio securities; however, equity securities may also be selected from companies outside the Russell 1000 Value Index if such companies have characteristics similar to those of the Russell 1000 Value Index companies. The Russell 1000 Value Index consists of the 1000 largest U.S. companies with lower price-to-book ratios and lower forecasted growth than all companies included in the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3000 largest U.S. companies based on total market capitalization. The smallest company in the Russell 1000 Value Index has an approximate market capitalization of $1.6 billion. The Portfolio will invest in securities that exhibit the following characteristics: o have low price-to-earnings and low price-to-book value ratios; o have higher dividend yields than the universe of growth stocks; o have lower forecasted growth rates than the universe of growth stocks; o are typically considered out of favor by the market. The Portfolio will sell securities when o a security becomes widely recognized by the professional investment community; o a security appreciates in value to the point that it is considered to be overvalued; o the Portfolio's holdings should be rebalanced to include a more attractive stock or stocks; or o a security's earnings potential is believed to be jeopardized. 1 The Portfolio seeks capital appreciation through investment in value-oriented growth securities. Income may come from dividend income generated by the Portfolio's equity holdings, and/or interest income generated by the Portfolio's invested cash positions. During periods of adverse market conditions, the Portfolio may hold a substantial percentage of its assets in cash or money market securities, thereby seeking total return through income, without regard to capital appreciation. PRINCIPAL RISKS o Stock values will fluctuate in response to market conditions, economic conditions and financial conditions of issuers of the Portfolio's portfolio securities. o Companies with mid-size market capitalizations may be more volatile than larger companies, so there may be greater risk of depreciation of the securities of mid-cap companies than securities of companies with larger market capitalizations. o Value investing involves risks because investments are made in securities that are sold at a discount to their intrinsic value. These securities are considered out-of-favor by the investment community because of their indeterminate growth potential. o As with an investment in any fund, there is risk of loss of all or part of your investment. PERFORMANCE OF THE PORTFOLIO - RETAIL CLASS, WHOLESALE CLASS, TRADITIONAL CLASS The bar chart and table below provide an indication of the risks of investing in the Portfolio by showing changes in the Portfolio's performance from year-to-year, and by showing how the Portfolio's performance over time compares to that of several broad-based securities market indexes. As with all mutual funds, the past is not a prediction of future performance results. 2 The following bar chart shows changes in the performance of the Portfolio's Retail Class from year-to-year. [GRAPHIC OMITTED] - -------------------------------------------------------------------------------- Investment Results - Retail Class 2000 1999 1998 37.16% 14.36% -1.27% - -------------------------------------------------------------------------------- The Fund's fiscal year is other than a calendar year. The fiscal year-to-date return for the three months ended December 31, 2000 was 12.40%. The fund's highest/lowest quarterly results during this time period were: *Highest 13.70% (quarter ended September 30, 2000) *Lowest -11.85% (quarter ended September 30, 1998) 3 The following performance table compares the Portfolio's performance over time to that of the Russell 1000 Value Index, the Russell 2000 Index and the S&P 500 Index, each a widely recognized, unmanaged index of stock performance. The Portfolio's performance reflects payment of sales loads and reinvestment of dividends and distributions. - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED DECEMBER 31, 2000 - -------------------------------------------------------------------------------- TOTAL RETURN - -------------------------------------------------------------------------------- One Year Since Inception Date Inception - -------------------------------------------------------------------------------- Retail Class 37.16% 8.76% June 17, 1997 - -------------------------------------------------------------------------------- Wholesale Class 38.15% 38.22% October 5, 1999 - -------------------------------------------------------------------------------- Traditional Class -* 12.51% February 3, 2000 - -------------------------------------------------------------------------------- Russell 1000 Value Index* 7.02% 14.41% June 17, 1997* - -------------------------------------------------------------------------------- Russell 2000 Index* -3.02% 8.11% June 17, 1997* - -------------------------------------------------------------------------------- S&P 500 Index* -9.15% 15.52% June 17, 1997* - -------------------------------------------------------------------------------- * The Russell 1000 Value Index consists of the 1000 largest U.S. companies with lower price-to-book ratios and lower forecasted growth than all companies included in the Russell 3000 Index. * The Russell 2000 Index is a market weighted index composed of 2000 companies with market capitalizations ranging from $50 million to $1.5 billion. * The S&P 500 Index is the Standard and Poor's Composite Index of 500 stocks, a widely recognized index of common stock performance. These indexes are unmanaged and do not reflect expenses. * Since the Portfolio's Traditional Class commenced operations on February 3, 2000, it does not have performance for a full calendar year. * The average annual total return given is since the date closest to the inception date of the class with the longest performance history. PERFORMANCE OF THE PORTFOLIO - INSTITUTIONAL CLASS The Institutional Class had not commenced operations as of the date of this prospectus. The returns for the Institutional Class would be similar to the Retail Class because 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. 4 PORTFOLIO EXPENSES This table describes the fees and expenses that you may pay if you buy and hold Portfolio shares. RETAIL TRADITIONAL SHAREHOLDER FEES (1) ------ ----------- - ---------------- CLASS CLASS (paid directly from your investment) ----- ----- Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) None 5.75% (2) ---- --------- RETAIL TRADITIONAL ANNUAL FUND OPERATING EXPENSES ------ ----------- - ------------------------------ CLASS CLASS (expenses that are deducted from Portfolio ----- ----- assets) Management Fees 1.25% 1.25% Distribution (12b-1) Fees (3) 1.00% 0.25% Other Expenses (4) 0.35% 0.35% ----- ----- Total Annual Fund Operating Expenses 2.60% 1.85% WHOLESALE INSTITUTIONAL --------- ------------- CLASS CLASS SHAREHOLDER FEES(1) ----- ----- - ---------------- (paid directly from your investment) None None ANNUAL FUND OPERATING EXPENSES - ------------------------------ (expenses that are deducted from Portfolio WHOLESALE INSTITUTIONAL assets) --------- ------------- CLASS CLASS ----- ----- Management Fees 1.25% 1.25% Distribution (12b-1) Fees (3) 0.25% None Other Expenses (4) 0.35% 0.35% ----- ----- Total Annual Fund Operating Expenses 1.85% 1.60% (1) Brokers which have not entered into a selling dealer 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. (2) Reduced for purchases of $50,000 or more, decreasing to zero for purchases over $1 million. See "Distribution Arrangements." (3) 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." (4) "Other Expenses" are based on the current fees incurred by each Class of Shares in the Portfolio. 5 EXAMPLE - ------- This example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. You would pay the following expenses on a $10,000 investment, assuming (1) 5% annual return, (2) full redemption at the end of each time period, (3) reinvestment of all dividends and capital gain distributions, and (4) operating expenses remain the same. Actual expenses in the future may be greater or lesser than those shown. 1 Year 3 Years 5 Years 10 Years ------ ------- ------- -------- Retail Class $267 $ 840 $1,473 $3,352 Traditional Class $759 $1,144 $1,568 $2,828 Wholesale Class: $190 $ 598 $1,048 $2,385 Institutional Class: $164 $ 517 $ 906 $2,063 With respect to the Traditional Class, the example does not reflect sales charges (loads) imposed on reinvestment of dividends and other distributions. If these sales charges (loads) were included, your costs would be higher. This example should not be considered a representation of past or future expenses or performance. 6 ================================================================================ 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. The figures for the period June 17, 1997 to September 30, 1997, and for the year ended September 30, 1998 were audited by other auditors whose report dated October 22, 1998 expressed an unqualified opinion on those statements. The figures for the fiscal years ended September 30, 1999 and 2000 have been audited by Spicer, Jeffries & Co., whose report, along with the Portfolio's financial statements, are included in the Portfolio's Annual Report to Shareholders, which is available upon request.
June 17, 1997+ Year Ended Year Ended Year Ended to September 30, September 30, September 30, September 30, 2000 1999 1998 1997 Retail Retail Retail Retail Class Class Class Class ------------------------------------------------------------ PER SHARE DATA* Investment Income $ .20 $ .26 $ .29 $ .01 Expenses (.19) (.22) (.21) (.01) ----------- ----------- ----------- ----------- Net investment income .01 .04 .08 .00 Distributions from net investment income .00 (.08) (.01) .00 Net realized and unrealized gain (loss) on investments 2.55 .86 (1.66) (.08) Distributions from realized gains on investments (.48) (.69) .00 .00 ----------- ----------- ----------- ----------- Net increase (decrease) in net asset value 2.08 .13 (1.59) (.08) Net asset value: Beginning of period 8.46 8.33 9.92 10.00 ----------- ----------- ----------- ----------- End of period $ 10.54 $ 8.46 $ 8.33 $ 9.92 =========== =========== =========== =========== RATIOS AND SUPPLEMENTAL DATA Total return# 31.42% 11.50% (15.93)% (.80)%^ Ratio of expenses to average net assets 2.22% 2.47%# 2.25%# 2.25%^#++ Ratio of net investment income to average net assets .10% .42%# 0.88%# 0.00%^ Portfolio turnover rate 206.32% 254.79% 221.45% 0.00% Average commission rate paid .0023 .0612 .1296 .1437 Net assets, end of period $ 1,969,144 $ 6,270,819 $ 3,925,928 $ 501,758 Shares of beneficial interest outstanding, end of period 186,760 741,369 471,512 50,567 Number of shareholder accounts, end of period 81 156 136 17
7 October 5, 1999~ February 3, 2000{ to to September 30, 2000 September 30, 2000 Wholesale Traditional Class Class ------------------------------------ PER SHARE DATA* Investment Income $ .52 $ 1.55 Expenses (.30) (.84) --------------- --------------- Net investment income .22 .71 Distributions from net investment income .00 .00 Net realized and unrealized gain (loss) on investments 2.50 2.07 Distributions from realized gains on investments .00 .00 --------------- --------------- Net increase (decrease) in net asset value 2.72 2.78 Net asset value: Beginning of period 8.45 10.00 --------------- --------------- End of period $ 11.17 $ 12.78 =============== =============== RATIOS AND SUPPLEMENTAL DATA Total return# 32.19%^ 27.80%^ Ratio of expenses to average net assets 3.13%^ 7.07%^ Ratio of net investment income to average net assets 2.36%^ 6.08%^ Portfolio turnover rate 202.02% 93.35% Average commission rate paid .0023 .0023 Net assets, end of period $ 1,441,027 $ 9,348 Shares of beneficial interest outstanding, end of period 129,052 732 Number of shareholder accounts, end of period 75 4 + Commencement of operations. ++ Annualized. * Selected data for a share of beneficial interest outstanding throughout each period. ^ Based on operations for the period shown and, accordingly, not representative of a full year # Excludes administrative fee and account closing fee charged directly to shareholder accounts (see Note 3 to financial statements). ~ Wholesale class began trading October 5, 1999 at $8.45 per share { Traditional class began trading February 3, 2000 at $10.00 per share The accompanying notes are an integral part of this statement. 8 ================================================================================ INVESTMENT POLICIES AND RISKS ================================================================================ The Portfolio seeks to achieve its objective by investing on average 65% of its total assets in the equity securities of the Russell 1000(R) Value Index (the "Value Index"). The Value Index is composed of the 1,000 largest stocks with a less-than-average growth orientation in the Russell 3000 Index, a market value weighted index of the 3,000 largest U.S. publicly traded companies. Securities in the Value Index tend to exhibit low price-to-book and price-to-earnings ratios, higher dividend yields and lower forecasted growth rates than the universe of growth stocks. 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 may reduce its investment in equity securities 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 quantitative 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. In pursuing a "value" investment strategy, the Portfolio primarily invests in stocks with low prices in relation to their attractive earnings prospects. 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 sub-advisor sells securities when the advisor believes that impending and/or current market trends warrant reducing the Portfolio's investment in equity securities. The sub-advisor also sells securities when such securities become more widely recognized by the professional investment community, and have appreciated to the point that such securities are considered to be overvalued. A security may be sold and replaced by another security that presents greater potential for capital appreciation, and/or may be sold when upside earnings potential is believed to be jeopardized. 9 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. 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 adverse tax consequences for Portfolio shareholders. With frequent trading activity, a greater proportion of any dividends that you receive from the Portfolio will be characterized as ordinary income, which is taxed at higher rates than long-term capital gains. 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 total return 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. In addition, investment in the securities of companies with medium-sized market capitalizations presents risks. Mid-cap companies may be more volatile than larger companies, so there may be greater risk of depreciation of the securities of mid-cap companies than securities of companies with larger market capitalizations. Value investing involves substantial risk because investments are made in securities that are sold at a discount to their intrinsic value. These securities are considered to be out-of-favor by the investment community because of their indeterminate growth potential. There is a risk that these securities may decline in value. 10 ================================================================================ MANAGEMENT OF THE PORTFOLIO ================================================================================ INVESTMENT ADVISOR Equity Assets Management, Inc. (EAM) is the Portfolio's investment advisor. Subject to the authority of the Board of Trustees, EAM is responsible for the overall management of the Portfolio. EAM continually conducts investment research and supervision for the Portfolio and determines the allocation between the invested and the cash positions of the Portfolio. EAM, formed in 2000 to advise the Portfolio, is a wholly-owned subsidiary of Jordan American Holdings, Inc. (JAHI), the Portfolio's former investment advisor. EAM is operating as a successor to JAHI. JAHI, which did business as Equity Assets Management, Inc. was founded in 1972. EAM is a professional investment manager and a registered investment advisor. EAM's principal place of business is located at 333 West Vine Street, Suite 206, Lexington, Kentucky 40507. 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 $38 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 discretionary investment management services primarily to institutional clients. Arnold C. Schneider, III, founder, President and Chief Investment Officer of Schneider Capital has over 18 years of investment management experience (see "Portfolio Manager" below). Mr. Schneider directs day-to-day investment activities for a number of Schneider Capital financial products, including Schneider Small Cap Value Fund, approximating $1.2 billion in assets as of December 31, 2000. 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. 11 PORTFOLIO MANAGERS The portfolio managers of the Portfolio are: W. Neal Jordan, President of EAM and Senior Portfolio Manager of EAM or its predecessors since 1972. Charles R. Clark, Chief Market Analyst since 1999 and Senior Assistant Portfolio Manager EAM or its predecessors since 1993. From October 1991 through the end of 1993, he was a Technical Research Analyst for EAM or its predecessors. Arnold C. Schneider, III, CFA, founder, President and CIO of Schneider Capital Management since its inception in 1996. Mr. Schneider is also a Portfolio Manager with Schneider Capital. From 1982 through 1996, Mr. Schneider was employed with Wellington Management Company (1983-1991 as a securities analyst; 1991 to 1996 as Senior Vice President and portfolio manager). Mr. Schneider was made a partner at Wellington in 1991. Mr. Schneider managed the Compass Equity Income Fund from 1993-1995 and the Mentor Income Growth Fund from 1993-1996. 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. The sub-adviser's fee is 0.60% of the Portfolio's average daily net assets, and is paid by the adviser out of its fees. For the fiscal year ended September 30, 2000, the Portfolio paid an aggregate advisory fee of 1.25% of the Portfolio's average net assets. ================================================================================ PRICING PORTFOLIO SHARES ================================================================================ Retail Class, Wholesale Class and Institutional 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. 12 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. 13 ================================================================================ 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. Wholesale Class and Institutional 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. The minimum initial investment for both the Retail Class and Traditional Class of the Portfolio is $1,000. 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 $100 for Retail Class shares and Traditional Class shares. 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. 14 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 for Retail Class shares and Traditional Class shares, at least $10,000 for an initial investment or $1,000 for a subsequent investment for Wholesale Class shares and at least $250,000 for an initial investment or $25,000 for a subsequent investment for Institutional Class shares, made payable to IMPACT TOTAL RETURN PORTFOLIO: [SPECIFY RETAIL, TRADITIONAL, WHOLESALE OR INSTITUTIONAL CLASS] to: IMPACT MANAGEMENT INVESTMENT TRUST 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. PURCHASING BY WIRE To purchase shares by wire, contact IMPACT Administrative Services, Inc. ("IASI"), the Portfolio's transfer agent, at 1-800-556-5856 to obtain a shareholder account number and then wire the amount to be invested to IMPACT TOTAL RETURN PORTFOLIO: [SPECIFY RETAIL, TRADITIONAL, WHOLESALE OR INSTITUTITIONAL 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 at 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. 15 ================================================================================ 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 IASI. Call toll-free at 1-800-556-5856 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 IASI, or a redemption payable other than to the shareholder of record must have signatures on written redemption requests guaranteed by: o 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"); o a member of the New York, American, Boston, Midwest, or Pacific Stock Exchange; o 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 o 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 IASI 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 IASI at the address on the back of this prospectus. 16 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 IASI 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 IASI reserve the right to amend these standards at any time without notice. REDEMPTION IN KIND The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act of 1940, under which the Trust 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 transactions costs. To the extent that a fund qualifies for treatment as a regulated investment company, it will not be subject to federal income tax on income and net capital gains paid to shareholders in the form of dividends or capital gains distributions. If a fund fails to qualify for such treatment, it is required to pay such taxes. 17 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. 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 for Retail Class shares and Traditional Class shares accounts, $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 $1,000 solely because of a decline in the Portfolio's net asset value. A shareholder would receive at lest 30 days' prior notice before such a mandatory redemption occurs. ================================================================================ 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), minimum investment requirements, and sales charges (imposed on Traditional Class only). Each class has exclusive voting rights with respect to its 12b-1 plan. Traditional Class ----------------- Total Sales Charge as a Percentage of ------------------------------------- Investment Amount Offering Price Net Amount Invested ----------------- -------------- ------------------- 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% See "Distribution of Shares" in the Portfolio's Statement of Additional Information for more information about the purchase of Traditional Class shares. 18 PLANS OF DISTRIBUTION The Portfolio has adopted separate plans of distribution ("Plans") pursuant to Rule 12b-1 for the Retail Class shares, the Traditional Class shares and the Wholesale 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 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. ================================================================================ 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. 19 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. 20 ================================================================================ CUSIPS & SYMBOLS ================================================================================ - -------------------------------------------------------------------------------- CLASS CUSIP SYMBOL ----- ----- ------ - -------------------------------------------------------------------------------- Retail Class Shares 45256A103 ITRRX - -------------------------------------------------------------------------------- Traditional Class Shares 45256A202 ITRTX - -------------------------------------------------------------------------------- Wholesale Class Shares 45256A301 ITRWX - -------------------------------------------------------------------------------- Institutional Class Shares 45256A400 ITRIX - -------------------------------------------------------------------------------- 21 ================================================================================ IMPACT MANAGEMENT INVESTMENT TRUST IMPACT TOTAL RETURN PORTFOLIO ================================================================================ IMPACT TOTAL RETURN PORTFOLIO 333 West Vine Street, Suite 206 Lexington, KY 40507 INVESTMENT ADVISOR Equity Assets Management, Inc. 2155 Resort Drive, Suite 108 Steamboat Springs, CO 80487 SUB-INVESTMENT ADVISOR Schneider Capital Management 460 East Swedesford Road, Suite 1080 Wayne, PA 19087 DISTRIBUTOR IMPACT Financial Network, Inc. 2155 Resort Drive, Suite 108 Steamboat Springs, CO 80487 ADMINISTRATOR, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT IMPACT Administrative Services, Inc. 333 West Vine Street, Suite 206 Lexington, KY 40507 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 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 IMPACT ADMINISTRATIVE SERVICES, INC. THE PORTFOLIO'S ADMINISTRATOR, BY CALLING TOLL-FREE 1-800-556-5856. 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 1-800-556-5856. 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 1-202-942-8090. REPORTS AND OTHER INFORMATION ABOUT THE PORTFOLIO ARE AVAILABLE ON THE EDGAR DATABASE 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 ELECTRONIC REQUEST AT THE FOLLOWING E-MAIL ADDRESS: PUBLICINFO@SEC.GOV, OR BY WRITING THE PUBLIC REFERENCE SECTION OF THE SEC, WASHINGTON, D.C. 20549-0102. SEC FILE NO. 811-8065 IMPACT MANAGEMENT INVESTMENT TRUST IMPACT TOTAL RETURN PORTFOLIO Retail Class Shares Traditional Class Shares Wholesale Class Shares Institutional Class Shares STATEMENT OF ADDITIONAL INFORMATION January 22, 2001 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 January 22, 2001. To receive a copy of the prospectus, call toll-free, at 1-800-556-5856. 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 1-800-556-5856. TABLE OF CONTENTS Page ---- INFORMATION ABOUT THE TRUST ............................................... 3 INVESTMENT STRATEGIES, POLICIES AND RISKS ................................. 3 Convertible Securities ............................................... 3 Fixed-Income Securities .............................................. 3 Credit Quality ....................................................... 3 Restricted and Illiquid Securities ................................... 3 Temporary Investments ................................................ 4 Money Market Instruments ............................................. 4 U.S. Government Obligations .......................................... 4 When-issued and Delayed Delivery Transactions ........................ 5 Repurchase Agreements ................................................ 5 Securities of Other Investment Companies ............................. 5 Portfolio Turnover ................................................... 6 INVESTMENT LIMITATIONS .................................................... 6 Concentration of Investments ......................................... 6 Investing In Real Estate ............................................. 6 Buying On Margin ..................................................... 6 Selling Short ........................................................ 6 Issuing Senior Securities and Borrowing Money ........................ 7 Lending Cash or Securities ........................................... 7 Underwriting ......................................................... 7 Investing In Minerals ................................................ 7 Commodities or Commodity Contracts ................................... 7 Diversification of Investments ....................................... 7 Investing In Issuers Whose Securities Are Owned By Officers and Trustees of the Trust ................................... 8 Pledging Assets ...................................................... 8 Acquiring Securities to Exercise Control ............................. 8 MANAGEMENT OF THE PORTFOLIO ............................................... 9 TRUST OWNERSHIP ........................................................... 10 INVESTMENT ADVISORY SERVICES .............................................. 10 DISTRIBUTION OF SHARES .................................................... 11 Distribution of Traditional Class Shares ............................. 11 Distribution Plans ................................................... 12 CODE OF ETHICS ............................................................ 13 ADMINISTRATIVE SERVICES, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT ................................................. 13 Custodian ............................................................ 14 Independent Auditors ................................................. 14 BROKERAGE TRANSACTIONS .................................................... 14 SHARES OF BENEFICIAL INTEREST ............................................. 15 General Information .................................................. 15 Voting Rights ........................................................ 15 Massachusetts Partnership Law ........................................ 16 PURCHASING SHARES ......................................................... 16 REDEEMING SHARES .......................................................... 16 TAX STATUS ................................................................ 17 PERFORMANCE INFORMATION ................................................... 17 Performance Comparisons .............................................. 18 FINANCIAL STATEMENTS ...................................................... 19 2 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 four series, the Impact Total Return Portfolio, Jordan 25 Fund, Schneider Large Cap Variable Fund and the Jordan 25 Variable Fund. INVESTMENT STRATEGIES, POLICIES AND RISKS ----------------------------------------- CONVERTIBLE SECURITIES. The Portfolio may invest in convertible securities. Convertible securities are usually preferred stock, bond issues or warrants that may be converted or exchanged by the holder into shares of the underlying common stock at a stated exchange ratio. A convertible security may also be subject to redemption by the issuer but only after a particular date and under certain circumstances (including a specified-price) established upon issue. If a convertible security held by the Portfolio is called for redemption, the Portfolio could be required to tender it for redemption, convert it to the underlying common stock, or sell it to a third party. FIXED-INCOME SECURITIES. The Portfolio may invest in fixed-income securities such as corporate bonds, debentures and notes if market conditions are such that the advisor believes that they present an opportunity for above-average performance over common stocks. Even though interest-bearing securities are investments which promise a stable stream of income, the prices of such securities are affected by changes in interest rates. In general, bond prices rise when interest rates fall and fall when interest rates rise. The values of fixed-income securities also may be affected by changes in the credit rating or financial condition of the issuing entities. Once the rating of a portfolio security has been changed, the Portfolio will consider all circumstances deemed relevant in determining whether to continue to hold the security. CREDIT QUALITY. When investing in fixed income securities, the Portfolio will invest in those securities which are rated at the time of purchase within the four highest grades assigned by Moody's Investors Service, Inc. ("Moody's")(Aaa, Aa, A, or Baa) or Standard & Poor's ("S&P")(AAA, AA, A, or BBB). Securities that are rated Baa by Moody's or BBB by S&P, or, if unrated, are of comparable quality, may have speculative characteristics, and changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case with higher rated debt securities. 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 3 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: o 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 o 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: o the full faith and credit of the U.S. Treasury; o the issuer's right to borrow from the U.S. Treasury; o the discretionary authority of the U.S. government to purchase certain obligations of agencies or instrumentalities; or o 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: o Federal Farm Credit Banks; o Federal Home Loan Banks; o Federal National Mortgage Association; o Student Loan Marketing Association; and o Federal Home Loan Mortgage Corporation. 4 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 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. 5 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 of the Retail Class for the fiscal years ended September 30, 2000 and 1999 was 206% and 255%, respectively. The portfolio turnover during fiscal year 1999 included a 100% portfolio turnover related to a change in the Portfolio's investment strategy during that year. The portfolio turnover of the Wholesale Class for the period October 5, 1999 (Date Wholesale Class began trading) to September 30, 2000 was 202%. The portfolio turnover of the Traditional Class for the period February 3, 2000 (Date Traditional Class began trading) to September 30, 2000 was 93%. 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. The following limitations are fundamental policies of the Portfolio. 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% 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. 6 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 - --------------------- 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 are nonfundamental policies, which means that they may be changed by the Trustees without shareholder approval. Shareholders will be notified before any material changes in these limitations become effective. 7 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 TO EXERCISE CONTROL - ---------------------------------------- The Portfolio will not purchase securities of a company for the purpose of exercising control or management. However, the Portfolio may hold 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 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. 8 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, birthdates, present positions with IMIT, and principal occupations. Name: Charles R. Clark* Birthdate: November 16, 1959 Address: 333 West Vine Street, Suite 206 Lexington, KY 40507 Position with Portfolio: Chairman of the Board of Trustees Occupation: Chief Market Analyst of Jordan American Holdings, Inc. since 1993 and Vice-President of Equity Assets Management, Inc. since 2000. Vice-President of IMPACT Financial Network, Inc. since 1993 and President of IMPACT Administrative Services, Inc. since 1999. Name: A.J. Elko* Birthdate: September 4, 1963 Address: 333 West Vine Street, Suite 206 Lexington, KY 40507 Position with Portfolio: President, Treasurer and Secretary Occupation: Chief Operating Officer and Chief Financial Officer of Jordan American Holdings, Inc. since 1999. Vice President of Equity Assets Management, Inc. since 2000, Vice-President of IMPACT Financial Network, Inc. and IMPACT Administrative Services, Inc. since 1999. Chief Operating Manager and founder of A.J. Elko & Associates, LLC, (a tax planning and tax preparation services company) since 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 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. 9 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. Name: Steven J. Fellin, CFA* Birth date: April 1, 1965 Address: 460 E. Swedesford Rd, Suite 1080 Wayne, PA 19087 Position with Portfolio: Trustee Occupation: Vice President and Chief Financial Officer of Schneider Capital Management since 1998. Assistant Vice President of Schneider Capital Management since 1997. From July 1995 through October of 1997, he was a Senior Manager of Fund Accounting and Administration at SEI Investments. * An "interested person" of IMIT, as defined in the Investment Company Act of 1940, as amended. Trustees who are not interested persons of IMIT or the advisor receive compensation of $500 per meeting attended. For the fiscal year ended September 30, 2000, the non-interested trustees of IMIT received the following compensation: Independent Compensation Trustee from IMIT ------- --------- Oleen Eagle $2,000 Gerald L. Bowyer $2,000 TRUST OWNERSHIP --------------- As of January 22, 2001, officers and Trustees of IMIT owned individually and together less than 1% of IMIT's outstanding Shares. As of January 22, 2001, no individual shareholder owned beneficially more than 5% of the outstanding voting shares of the Portfolio. INVESTMENT ADVISORY SERVICES ---------------------------- The Portfolio's advisor, Equity Assets Management, Inc. ("EAM") is a wholly owned subsidiary of Jordan American Holdings, Inc. W. Neal Jordan is considered to be a control person of Jordan American Holdings, Inc. because he owns more than 25% of Jordan American Holdings, Inc.'s voting stock. Mr. Jordan is the President, Senior Portfolio Manager and Chief Investment Officer of Equity Assets 10 Management, Inc. The Portfolio's principal distributor, IMPACT Financial Network, Inc., is an affiliate of EAM. Schneider Capital Management, the Portfolio's sub-advisor, is a Pennsylvania corporation and is employee owned. Arnold C. Schneider III is considered to be a control person of Schneider Capital because he owns more than 25% of Schneider Capital's voting stock. During the fiscal years ended September 30, 1998, 1999 and 2000, IMIT paid the adviser $54,723, $93,115 and $56,650, respectively for advisory services on behalf of the Portfolio. The sub-advisor began providing advisory services to the Portfolio on May 1, 1999, and for the period ended September 30, 1999 was paid $29,662 for subadvisory services. During the fiscal year ended September 30, 2000, the sub-advisor was paid $27,152. 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 333 West Vine Street, Suit 206, Lexington, KY 40507. IFNI is a Florida corporation, and is an affiliate of Equity Assets Management, Inc. 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 - ---------------------------------------- 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: 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% 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 11 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 PLANS - ------------------ The Portfolio has adopted Rule 12b-1 Plans (the "Plans"), for the Retail, Traditional and Wholesale Classes 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 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 Board determined that a Plan may be of benefit to the relevant class of the Portfolio, to the shareholders of such class, and to the Trust by helping the Portfolio and its classes facilitate sales of shares to increase the assets in the Portfolio, and, therefore, to achieve economies of scale. 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. IFNI, the Portfolio's distributor, and EAM, adviser to the portfolio and affiliate of IFNI, each have a financial interest in the operation of the Plans. Charles R. Clark, Trustee of IMIT and Sr. Assistant Portfolio Manager of EAM, and Vice President of IFNI, has a direct financial interest in the operation of the Plans. 12 During the fiscal years ended September 30, 1999 and September 30, 2000 the Portfolio paid IFNI $74,429 and $37,634, respectively in 12b-1 fees. These fees consisted of $35,110, $2,520, and $4 from the Retail, Wholesale and Traditional Class, respectively. The manner in which 12b-1 fees accrued for the fiscal year ended September 30, 2000 is as follows: 2000 ---- Fund Serve Software $ 23,808 Printing, Supplies, & Office Expenses - Sales 9,811 Office Space - Sales 7,234 Marketing Consultant 61,500 Sales Personnel Compensation 26,369 -------- Total $128,722 ======== Unreimbursed expenses, which will carry forward, totaled $170,585, or 5.0% of the portfolio's net assets on September 30, 2000. This amount includes a balance carried forward from the previous fiscal year ended September 30, 1999 of $79,496. CODE OF ETHICS -------------- IMIT, the investment adviser and distributor each have adopted a code of ethics under Rule 17j-1 of the Investment Company Act. These codes permit personnel to invest in securities, including securities that may be purchased or sold by the Portfolio, subject to preclearance by IMIT's Compliance Officer and certain other conditions. ADMINISTRATIVE SERVICES, TRANSFER AGENT AND ------------------------------------------- DIVIDEND DISBURSING AGENT ------------------------- IMPACT Administrative Services, Inc., ("IASI"), 333 West Vine Street, Suite 206, Lexington, KY 40507, is responsible for performing and overseeing administrative, transfer agent, dividend disbursing and fund accounting services on behalf of the Portfolio. IASI is an affiliate of Equity Assets Management, Inc., the advisor. The fee paid to IASI for services is 0.35% of the Portfolio's average net assets. From the commencement of Portfolio operations until May 1, 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. ("IMSI"), the Portfolio's former administrator. Total fees charged to shareholder accounts for the fiscal years ended September 30, 2000 and 1999 amounted to $15,852 and $16,505, respectively. 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 13 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 service fee. INDEPENDENT AUDITORS - -------------------- From the Portfolio's inception until January 15, 1999, Arthur F. Bell, Jr. & Associates, L.L.C. served as auditors for the Portfolio. Effective April 29, 1999, Spicer, Jeffries & Co. serves as the independent auditor for the Portfolio. The auditor's fees are paid by IASI from the administrative service 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 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. For the fiscal year ended September 30, 1998, the aggregate amount of commissions paid by the Portfolio to IFNI was $41,000. For the fiscal year ended September 30, 1999, the aggregate amount of commissions paid by the Portfolio was $77,783, of which $27,081 was paid to IFNI. Also for the fiscal years ended September 30, 2000 and 1999, $48,787 and $10,140, respectively of 14 broker commissions related to portfolio transactions valued at $20,067,918 and $19,777,006, respectively were paid to brokers providing research services to the Sub-Advisor. During the year ended September 30, 2000, $0 in commissions were paid to IFNI, which represents 0% of the commissions paid for the period. SHARES OF BENEFICIAL INTEREST ----------------------------- GENERAL INFORMATION - ------------------- IMIT is a Massachusetts business trust. IMIT's 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 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, 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. 15 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 as 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. 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. 16 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 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 intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). To qualify for this treatment, the Portfolio must, among other requirements: o derive at least 90% of its gross income from dividends, interest, and gains from the sale of securities; o invest in securities within certain statutory limits; and o distribute to its shareholders at least 90% of its net income earned during the year. To the extent that a fund qualifies for treatment as a regulated investment company, it will not be subject to federal income tax on income and net capital gains paid to shareholders in the form of dividends or capital gains distributions. If a fund fails to qualify for such treatment, it is required to pay such taxes. 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 17 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: n P(1 + T) = ERV 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 of the Retail Class for the one year period ended September 30, 2000 was 31.42%, and for the period June 17, 1997 (commencement of operations) to September 30, 2000 was 5.49%. Average annual total return of the Wholesale Class for the period October 5, 1999 (commencement of operations) to September 30, 2000 was 32.19%. Average annual total return for the Traditional Class for the period February 3, 2000 (Commencement of Operations) to September 30, 2000 was 27.80%. Average annual total return assumes the reinvestment of all dividends and distributions. 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: o portfolio quality; o average portfolio maturity; o type of instruments in which the portfolio is invested; 18 o changes in interest rates and market value of portfolio securities; o changes in the Portfolio's expenses; and o 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: o Standard & Poor's 500 Composite Stock Price Index o Russell 1000 Value Index FINANCIAL STATEMENTS -------------------- The audited financial statements and financial highlights of the Portfolio for the fiscal years ended September 30, 1999 and 2000 as set forth in the Portfolio's annual report to shareholders, and the report thereon of Spicer Jeffries & Co., independent accountants, are incorporated herein by reference. 19 PART C Other Information Item 23. Exhibits a. Declaration of Trust dated December 18, 1996* (i) Form of Amendment to Declaration Trust - filed herewith b. By-Laws* c. Article III of the Declaration of Trust* d. (i) Form of Investment Advisory Agreement with respect to Impact Total Return Portfolio - filed herewith (ii) Form of Sub-Investment Advisory Agreement with respect to Impact Total Return Portfolio - filed herewith (iii) Form of Investment Advisory Agreement with respect to the Jordan 25 Fund****** (iv) Form of Investment Advisory Agreement with respect to the Schneider Large Cap Variable Fund****** (v) Form of Investment Advisory Agreement with respect to the Jordan 25 Variable Fund****** e. Amended and Restated Underwriting Agreement*** f. Inapplicable g. Form of Custody Agreement** h. Form of Administrative Services Agreement - filed herewith i. Opinion and Consent of Counsel** j. Consent of Independent Accountant - filed herewith k. Not Applicable l. Subscription Agreement** m. Distribution Plans pursuant to Rule 12b-1 (i) Retail Class of Impact Total Return Portfolio*** (ii) Form of Amendment to Retail Class of Impact Total Return Portfolio**** (iii) Form of 12b-1 Plan for Traditional Class of Impact Total Return Portfolio**** (iv) Form of 12b-1 Plan for Wholesale Classof Impact Total Return Portfolio**** (v) Form of 12b-1 Plan for Retail Class of the Jordan 25 Fund - filed herewith (vi) Form of 12b-1 Plan for Traditional Class of the Jordan 25 Fund - filed herewith (vii) Form of 12b-1 Plan for Wholesale Class of the Jordan 25 Fund - filed herewith (viii)Form of 12b-1 Plan for Jordan 25 Variable Fund - filed herewith (ix) Form of 12b-1 Plan for Schneider Large Cap Variable Fund - filed herewith n. (i) Rule 18f-3 Plan for Impact Total Return Portfolio**** (ii) Rule 18f-3 Plan for Jordan 25 Fund****** o. Inapplicable p. Codes of Ethics****** * 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. *** Incorporated by reference to Post-Effective Amendment No. 3, which was filed via EDGAR on April 3, 1998. **** Incorporated by reference to Post-Effective Amendment No. 4, which was filed via EDGAR on February 16, 1999. ***** Incorporated by reference to Post-Effective Amendment No. 5, which was filed via EDGAR on April 30, 1999. ****** Incorporated by reference to Post-Effective Amendment No. 8, which was filed via EDGAR on October 24, 2000. 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". Charles R. Clark, Trustee and officer of IMIT and A.J. Elko, Officer of IMIT are officers of the advisor. The advisor has engaged, and is currently engaged, in providing financial advisory 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; on 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: Positions and Positions and Offices with Offices with Name and Address Underwriter Registrant - ---------------- ----------- ---------- W. Neal Jordan 2155 Resort Drive, Suite 108 Steamboat Springs, CO 80487 President None Charles R. Clark 333 West Vine Street, Suite 206 Lexington, KY 40507 Vice-President Trustee and Chairman A.J. Elko 333 West Vine Street, Suite 206 Lexington, KY 40507 Vice-President President, Treasurer and Secretary (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, 333 West Vine Street, Suite 206, Lexington, KY 40507, EAM, Inc., 2155 Resort Drive, Suite 108, Steamboat Springs, CO 80487, IMPACT Administrative Services, Inc., 333 West Vine Street, Suite 206, Lexington, KY 40507 IMPACT Administrative Services, Inc., Shared Service Center, 2933 Jack's Run Road, White Oak, PA 15131 The Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati, Ohio 45263. Item 29. Management Services Inapplicable 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and has duly caused this Post Effective Amendment No. 11 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lexington and the Commonwealth of Kentucky on the 29th day of January, 2001. Impact Management Investment Trust By: /s/ A.J. Elko ------------------------------ A.J. Elko 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 January 29, 2001 - -------------------------- Board of Trustees Charles R. Clark /s/ A.J. Elko President, Treasurer and January 29, 2001 - -------------------------- Secretary A.J. Elko * Trustee January 29, 2001 - -------------------------- Oleen Eagle * Trustee January 29, 2001 - --------------------------- Gerald L. Bowyer * Trustee January 29, 2001 - --------------------------- Steven J. Fellin * By /s/ Charles R. Clark ---------------------------- Charles R. Clark Attorney-in-fact (pursuant to power of attorney) INDEX TO EXHIBITS Item 24(a) Form of Amendment to Declaration of Trust Item 23(d)i-ii Form of Investment and Sub-Advisory Agreements Item 23(h) Form of Administrative Services Agreement Item 23(j) Consent of Independent Accountants Item 23(m)(v) Form of 12b-1 Plan for Retail Class of the Jordan 25 Fund (m)(vi) Form of 12b-1 Plan for Traditional Class of the Jordan 25 Fund (m)(vii) Form of 12b-1 Plan for Wholesale Class of the Jordan 25 Fund (m)(viii) Form of 12b-1 Plan for Jordan 25 Variable Fund (m)(ix) Form of 12b-1 Plan for Schneider Large Cap Variable Fund EX-99.23.A.I 2 0002.txt FORM OF AMENDMENT TO DECLARATION OF TRUST AMENDMENT TO DECLARATION OF TRUST OF IMPACT MANAGEMENT INVESTMENT TRUST The undersigned, pursuant to Article XII, Section 8 of the Declaration of Trust of Impact Management Investment Trust dated December 18, 1996, hereby amend the Declaration of Trust as follows: 1. The first sentence of Article III, Section 5 of the Declaration is deleted and replaced by the following: "Without limiting the authority of the Trustees set forth in Article XII, Section 8 to establish and designate any additional Series or Class or to modify the rights and preferences of any existing Series or Class, the current Series and Classes of the Trust are established and designated on Schedule A hereto." 2. Schedule A is added to the Declaration of Trust following the signature page, and establishes and designates the following Series and Classes of the Trust: SCHEDULE A Series and Class of Impact Management Investment Trust Impact Total Return Portfolio - Retail Class Impact Total Return Portfolio - Traditional Class Impact Total Return Portfolio - Wholesale Class Impact Total Return Portfolio - Institutional Class Jordan 25 Fund - Retail Class Jordan 25 Fund - Traditional Class Jordan 25 Fund - Wholesale Class Jordan 25 Fund - Institutional Class Jordan 25 Fund Variable Fund Schneider Capital Large Cap Variable Fund IN WITNESS WHEREOF, the undersigned have executed this Amendment as of _________________, 2001. -------------------------------------- Charles R. Clark Chairman of the Board of Trustees -------------------------------------- Oleen Eagle Trustee -------------------------------------- Gerald L. Bowyer Trustee -------------------------------------- Steven J. Fellin Trustee -2- EX-99.23.D.I 3 0003.txt INVESTMENT ADVISORY AGREEMENT IMPACT MANAGEMENT INVESTMENT TRUST INVESTMENT ADVISORY AGREEMENT AGREEMENT, made by and between IMPACT MANAGEMENT INVESTMENT TRUST, a Massachusetts business trust (hereinafter called the "Trust"), on behalf of IMPACT TOTAL RETURN PORTFOLIO (the "Portfolio"), and EQUITY ASSETS MANAGEMENT, INC., a Delaware corporation, (hereinafter called the "Investment Adviser"). WITNESSETH: WHEREAS, the Trust has been organized and operates as an investment company registered under the Investment Company Act of 1940 (the "1940 Act") and engages in the business of investing and reinvesting its assets in securities, and the Investment Adviser is a registered Investment Adviser under the Investment Advisers Act of 1940 (the "Advisers Act") and engages in the business of providing investment management services; and WHEREAS, the Trust has selected the Investment Adviser to serve as the investment adviser for the Portfolio effective as of the date of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and each of the parties hereto intending to be legally bound, it is agreed as follows: 1. The Trust on behalf of the Portfolio hereby employs the Investment Adviser to manage the investment and reinvestment of the Portfolio's assets and to administer its affairs, subject to the direction of the Board of Trustees and officers of the Trust for the period and on the terms hereinafter set forth. The Investment Adviser hereby accepts such employment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Investment Adviser shall for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or the Portfolio in any way, or in any way be deemed an agent of the Trust or the Portfolio. The Investment Adviser shall regularly make decisions as to what securities to purchase and sell on behalf of the Portfolio and shall record and implement such decisions and shall furnish the Board of Trustees of the Trust with such information and reports regarding the Portfolio's investments as the Investment Adviser deems appropriate or as the Trustees of the Trust may reasonably request. Subject to compliance with the requirements of the 1940 Act, the Investment Adviser may retain as a sub-adviser to the Portfolio, at the Investment Adviser's own expense, any investment adviser registered under the Advisers Act. 2. The Portfolio shall conduct its own business and affairs and shall bear the expenses and salaries necessary and incidental thereto including, but not in limitation of the foregoing, the costs incurred in: the maintenance of its corporate existence; the maintenance of its own books, records and procedures; dealing with its own shareholders; the payment of dividends; transfer of stock, including issuance, redemption and repurchase of shares; preparation of share certificates; reports and notices to shareholders; calling and holding of shareholders' meetings; miscellaneous office expenses; brokerage commissions; custodian fees; legal and accounting fees; and taxes. Directors, officers and employees of the Investment Adviser may be trustees, directors, officers and employees of the funds of which the Investment Adviser serves as investment adviser. Directors, officers and employees of the Investment Adviser who are trustees, officers and/or employees of the Trust shall not receive any compensation from the Trust for acting in such dual capacity. In the conduct of the respective businesses of the parties hereto and in the performance of this Agreement, the Trust and Investment Adviser may share facilities common to each, with appropriate proration of expenses between them. 3. (a) The Investment Adviser shall place and execute Portfolio orders for the purchase and sale of portfolio securities with broker-dealers. Subject to the primary objective of obtaining the best available prices and execution, the Investment Adviser will place orders for the purchase and sale of portfolio securities for the Portfolio with such broker-dealers as it may select from time to time, including brokers who provide statistical, factual and financial information and services to the Portfolio, to the Investment Adviser, or to any other fund for which the Investment Adviser provides investment advisory services and/or with broker-dealers who sell shares of the Portfolio or who sell shares of any other fund for which the Investment Adviser provides investment advisory services. Broker-dealers who sell shares of the funds of which the Investment Adviser is investment adviser, shall only receive orders for the purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with the Rules of the Securities and Exchange Commission and the National Association of Securities Dealers, Inc. (b) Notwithstanding the provisions of subparagraph (a) above and subject to such policies and procedures as may be adopted by the Board of Trustees and officers of the Trust, the Investment Adviser is authorized to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Investment Adviser has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Investment Adviser's overall responsibilities with respect to the Portfolio and to other funds for which the Investment Adviser exercises investment discretion. 4. As compensation for the services to be rendered to the Portfolio by the Investment Adviser under the provisions of this Agreement, the Trust on behalf of the Portfolio shall pay to the Investment Adviser from the Portfolio's assets an annual fee equal to 1.25% of the daily average net assets of the Portfolio, payable on a monthly basis. If this Agreement is terminated prior to the end of any calendar month, the management fee shall be prorated for the portion of any month in which this Agreement is in effect according to the proportion which the number of calendar days, during which the Agreement is in effect, bears to the number of calendar days in the month, and shall be payable within 10 days after the date of termination. -2- 5. The services to be rendered by the Investment Adviser to the Trust on behalf of the Portfolio under the provisions of this Agreement are not to be deemed to be exclusive, and the Investment Adviser shall be free to render similar or different services to others so long as its ability to render the services provided for in this Agreement shall not be impaired thereby. 6. The Investment Adviser, its directors, officers, employees, and agents may engage in other businesses, may render investment advisory services to other investment companies, or to any other corporation, association, firm or individual, and may render underwriting services to the Trust on behalf of the Portfolio or to any other investment company, corporation, association, firm or individual. 7. In the absence of willful misfeasance, bad faith, gross negligence, or a reckless disregard of the performance of duties of the Investment Adviser to the Portfolio, the Investment Adviser shall not be subject to liabilities to the Trust, the Portfolio or to any shareholder of the Portfolio for any action or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, or otherwise. 8. This Agreement shall be executed and become effective as of the date written below if approved by the vote of a majority of the outstanding voting securities of the Portfolio. It shall continue in effect for a period of two years and may be renewed thereafter only so long as such renewal and continuance is specifically approved at least annually by the Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio and only if the terms and the renewal hereof have been approved by the vote of a majority of the Trustees of the Trust who are not parties hereto or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. No material amendment to this Agreement shall be effective unless the terms thereof have been approved by the vote of a majority of the outstanding voting securities of the Portfolio and by the vote of a majority of Trustees of the Trust who are not parties to the Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of a penalty, on sixty days' written notice to the Investment Adviser of the Trust's intention to do so, pursuant to action by the Board of Trustees of the Trust or pursuant to a vote of a majority of the outstanding voting securities of the Fund. The Investment Adviser may terminate this Agreement at any time, without the payment of penalty on sixty days' written notice to the Trust of its intention to do so. Upon termination of this Agreement, the obligations of all the parties hereunder shall cease and terminate as of the date of such termination, except for any obligation to respond for a breach of this Agreement committed prior to such termination, and except for the obligation of the Trust to pay to the Investment Adviser the fee provided in Paragraph 4 hereof, prorated to the date of termination. This Agreement shall automatically terminate in the event of its assignment. The Investment Adviser will notify the Trust of any changes in the membership of the Investment Adviser within a reasonable time after such change. -3- 9. This Agreement shall extend to and bind the heirs, executors, administrators and successors of the parties hereto. 10. For the purposes of this Agreement, the terms "vote of a majority of the outstanding voting securities"; "interested persons"; and "assignment" shall have the meaning defined in the 1940 Act. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the _______ day of January, 2001. Attest: IMPACT MANAGEMENT INVESTMENT TRUST __________________________ By:__________________________________ President Attest: EQUITY ASSETS MANAGEMENT, INC. _________________________ By:__________________________________ President -4- EX-99.23.D.I 4 0004.txt SUB-INVESTMENT ADVISOR AGREEMENT IMPACT MANAGEMENT INVESTMENT TRUST SUB-INVESTMENT ADVISER AGREEMENT -------------------------------- AGREEMENT, made January ___, 2001, between Equity Assets Management, 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, 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: 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; -2- 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, 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" -3- 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 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. -4- 10. Duration and Termination ------------------------ This Agreement shall become effective on 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 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. 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. -5- 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, 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 or the Fund Manager to the Sub-Adviser. -6- 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 Equity Assets Management, Inc. By: _____________________________ President Impact Management Investment Trust By: _____________________________ President -7- EX-99.23.H 5 0005.txt ADMINISTRATIVE SERVICES AGREEMENT ADMINISTRATIVE SERVICES AGREEMENT AGREEMENT made as of January ___, 2001 by and between Impact Management Investment Trust ("IMIT"), a Massachusetts business trust and IMPACT Administrative Services, Inc. (the "Administrator"), a Florida corporation. WITNESSETH: WHEREAS, IMIT is registered as a diversified, open-end, series management investment company under the Investment Company Act of 1940, as amended (the "1940 Act") and has established each of the separate portfolios listed on Attachment D (the "Portfolios"); and WHEREAS, IMIT wishes to retain the Administrator to provide certain transfer agent, fund accounting, dividend disbursing and administration services with respect to the Portfolios, and the Administrator is willing to furnish or provide for the furnishing of such services; NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows: 1. APPOINTMENT. IMIT hereby appoints the Administrator to provide transfer agent, fund accounting, dividend disbursing and fund administration services to the Portfolios, subject to the supervision of the Board of Trustees of IMIT (the "Board"), for the period and on the terms set forth in this Agreement. The Administrator accepts such appointment and agrees to furnish the services herein set forth in return for the compensation as provided in Paragraph 3 of this Agreement. 2. SERVICES PROVIDED BY THE ADMINISTRATOR. The Administrator will provide the following services subject to the control, direction and supervision of the Board, and in compliance with the objectives, policies and limitations set forth in IMIT's Registration Statement, Bylaws and applicable laws and regulations. (a) GENERAL ADMINISTRATION. The Administrator shall manage, administer and conduct the general business activities of the Portfolios. The Administrator shall provide the personnel and facilities necessary to perform such general business activities. A detailed description of these services is included in Attachment A to this Agreement. (b) FUND ACCOUNTING. The Administrator shall provide the following accounting services to the Portfolios: (i) maintenance of the books and records and accounting controls for the Portfolios' assets, including records of all securities transactions; (ii) calculation of the Portfolios' net asset values in accordance with the Prospectuses and, if requested by IMIT, transmission of the net asset values to the NASD for publication of prices; (iii) accounting for dividends, interest and other income received and distributions made by the Portfolios; (iv) preparation and filing of the Portfolios' state and federal tax returns and Semi-Annual Reports on Form N-SAR; (v) production of transaction data, financial reports and such other periodic and special reports as the Board may reasonably request; (vi) the preparation of financial statements for the semi-annual and annual reports and other shareholder communications; (vii) liaison with the Portfolios' independent auditors; and (viii) monitoring and administration of arrangements with the Portfolios' custodian and depository banks. A complete listing of reports that will be available to each of the Portfolios is included in Attachment B of this Agreement. (c) TRANSFER AGENT. With respect to each Portfolio, the Administrator shall: (i) Maintain records showing for each shareholder the following: (A) name, address and tax identification number; (B) number of shares held of the Portfolio; (C) historical information including dividends paid and the date and price of all transactions including individual purchases and redemptions; and (D) any dividend reinvestment order, application, dividend address and correspondence relating to the current maintenance of the account. (ii) Record the issuance of shares of beneficial interest of IMIT and shall notify the Fund in case any proposed issue of shares by the Portfolio shall result in an over-issue as identified by Section 8-104(2) of the Uniform Commercial Code and in case any issue would result in such an over-issue, shall refuse to countersign an over-issue, and/or credit, said shares. Except as specifically agreed in writing between the Administrator and IMIT, the Administrator shall have no obligation when countersigning and issuing and/or crediting shares, to take cognizance of any other laws relating to the issue and sale of such shares except insofar as policies and procedures of the Stock Transfer Association recognize such laws. (iii)Process all orders for the purchase of shares of the Portfolio in accordance with IMIT's current Registration Statement. Upon receipt of any check or other payment for purchase of shares of the Portfolio from an investor, it will: (A) stamp the envelope with the date of receipt; (B) forthwith process the same for collection; and (C) determine the amounts thereof due the Portfolio, and notify the Portfolio of such determination and deposit, such notification to be given on a daily basis of the total amounts determined and deposited to the Portfolio's custodian bank account during such day. The Administrator shall then credit the share account of the investor with the number of shares to be purchased according to the price of the Portfolio's shares in effect for purchases made on the date such payment is received by the Administrator, determined as set forth in the Portfolio's current Prospectus, and shall promptly mail a confirmation of said purchase to the investor, all subject to any instructions which IMIT may give to the Administrator with respect to the timing or manner of acceptance of orders for Portfolio shares relating to payments so received by it. (iv) Receive and stamp with the date of receipt all written requests for redemptions or repurchase of shares and shall process redemptions and repurchase requests as follows: (A) if such redemption request complies with the applicable standards approved by IMIT, the Administrator shall on each business day notify the Portfolio of the total number of shares presented and covered by such requests received by the Administrator on such day; (B) on or prior to the seventh calendar day succeeding any such request for redemption, the Administrator shall notify the custodian, subject to the instructions from the Portfolio, to transfer monies to such account as designated by the Administrator for such payment to the redeeming shareholder of the applicable redemption or repurchase price; (C) if any such request for redemption or repurchase does not comply with applicable standards, the Administrator shall promptly notify the investor of such fact, together with the reason therefor, and shall effect such -2- redemption at the Portfolio's price next determined after receipt of documents complying with said standards or at such other time as IMIT shall so direct. (v) Acknowledge all correspondence from shareholders relating to their share accounts and undertake such other shareholder correspondence as may from time to time be mutually agreed upon. (vi) Process redemptions of Portfolio shares upon telephone instructions from qualified shareholders in accordance with the procedures set forth in the Portfolio's current Prospectus. The Administrator shall be permitted to act upon the instruction of any person by telephone to redeem Portfolio shares from any account for which such services have been authorized. IMIT hereby agrees to indemnify and hold the Administrator harmless against all losses, costs or expenses, including attorneys' fees and expenses suffered or incurred by the Administrator directly or indirectly as a result of relying on the telephone instructions of any person acting on behalf of a shareholder account for which telephone services have been authorized. (vii)Transfer on the records of the Portfolio maintained by it, shares held in non-certificate form, upon the surrender to it of transfer documents in proper form for transfer and, upon cancellation thereof, to countersign and issue new documents of ownership for a like amount of stock and to deliver the same pursuant to the transfer instructions. (viii) In the event that any check or other order for the payment of money is returned unpaid for any reason, take such steps, including redepositing said check for collection or returning said check to the investor, as the Administrator may, at its discretion, deem appropriate and notify the Portfolio of such action, unless the Portfolio instructs otherwise. However, the Administrator shall not be liable to IMIT or the Portfolio for any returned checks or other order for the payment of money if it follows reasonable procedures with respect thereto. (ix) Prepare, file with the Internal Revenue Service, and mail to shareholders such returns for reporting payment of dividends and distributions as are required by applicable laws to be so filed and/or mailed, and the Administrator shall withhold such sums as are required to be withheld under applicable Federal income tax laws, rules and regulations. (x) Mail proxy statements, proxy cards and other materials and shall receive, examine and tabulate returned proxies. The Administrator shall make interim reports of the status of such tabulation to IMIT upon request, and shall certify the final results of the tabulation. (d) DIVIDEND DISBURSING. The Administrator shall act as Dividend Disbursing Agent for the Portfolios, and, as such, shall prepare and mail checks; or credit income and capital gain payments to shareholders. The Portfolios shall advise the Administrator of the declaration of any dividend or distribution and the record and payable date thereof at least five (5) days prior to the record date. The Administrator shall, on or before the payment date of any such dividend or distribution, notify the Portfolios' custodian of the estimated amount required to pay any portion of said dividend or distribution which is payable in cash, and on or before the payment date of such distribution, the Portfolios shall instruct its custodian to make available to the Administrator sufficient funds for the cash amount to be paid out. If a shareholder is entitled -3- to receive additional shares by virtue of any such distribution or dividend, appropriate credits will be made to his account and/or certificates delivered where requested. A shareholder not electing issuance of certificates will receive a confirmation from the Administrator indicating the number of shares credited to his account. (e) MISCELLANEOUS. The Administrator will also: (i) Provide office facilities (which may be in the offices of the Administrator or a corporate affiliate of them, but shall be in such location as IMIT shall reasonably approve) and the services of a principal financial officer to be appointed by IMIT; (ii) Furnish statistical and research data, clerical services and stationery and office supplies; (iii)Assist in the monitoring of regulatory and legislative developments which may affect IMIT and the Portfolios and, in response to such developments, counsel and assist IMIT in routine regulatory examinations or investigations of IMIT and the Portfolios, and work with outside counsel to IMIT in connection with regulatory matters or litigation. (iv) In performing its duties: (A) will act in accordance with IMIT's Declaration of Trust, Bylaws, Prospectus and the instructions and directions of the Board and will conform to, and comply with, except as otherwise provided herein, the requirements of the 1940 Act and all other applicable federal or state laws and regulations; and (B) will consult with outside legal counsel to IMIT, as necessary or, appropriate. (v) Preserve for the periods prescribed by Rule 3la-2 under the 1940 Act the records required to be maintained by Rule 3la-1 under said Act in connection with the services required to be performed hereunder. The Administrator further agrees that all such records which it maintains for the Portfolios are the property of IMIT and further agrees to surrender promptly to IMIT any of such records upon IMIT's request. (vi) The Administrator may, at its expense and discretion, subcontract with any entity or person concerning the provisions of the services contemplated hereunder. The Administrator will provide prompt notice of such delegation and provide copies of such subcontracts to IMIT. 3. FEES, EXPENSES; EXPENSE REIMBURSEMENT. (a) For the services rendered for the Portfolios pursuant to this Agreement, the Administrator shall be entitled to fees as set forth in the fee schedule on Attachment C of this Agreement. Such fees are to be paid monthly on the first business day of the following month. Upon any termination of this Agreement before the end of any month, the fee for such part of the month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. (b) The Administrator will from time to time employ or associate with such person or persons as may be fit to assist them in the performance of this Agreement. Such -4- person or persons may be officers and employees who are employed by both the Administrator and IMIT. The compensation of such person or persons for such employment shall be paid by the Administrator and no obligation will be incurred by or on behalf of IMIT in such respect. (c) The Administrator will bear all expenses in connection with the performance of its services under this Agreement except as otherwise expressly provided herein. Other expenses to be incurred in the operation of the Portfolios will be borne by the Portfolios or other parties, including interest, brokerage fees and commissions, if any, and advisory fees; provided, however, that, except as provided in any distribution plan adopted by IMIT, the Portfolios will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the Portfolios. In addition, the Administrator may utilize one or more independent pricing services, approved from time to time by the Board, to obtain securities prices in connection with determining the net asset values of the Portfolios, and a Portfolio will reimburse the Administrator for its share of the cost of such services based upon its actual use of the services for the benefit of such Portfolio. 4. DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator shall be entitled to rely on any oral or written instructions, notices or other communications from IMIT or the Portfolios and their custodians, officers and directors, investors, agents, legal counsel and other service providers which communications the Administrator reasonably believes to be genuine, valid and authorized. (b) Subject to the foregoing, the Administrator shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Portfolios, in connection with the matters to which this Agreement relates, except for a loss or expense resulting from misfeasance, bad faith or negligence on the Administrator's part in the performance of its duties or from disregard by the Administrator of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the Administrator, who may be or become an officer, director, partner, employee or agent of the Portfolios, shall be deemed when rendering services to the Portfolios or acting on any business of the Portfolios (other than services or business in connection with the Administrator's duties hereunder) to be rendering such services to or acting solely for the Portfolios and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator even though paid by the Administrator. (c) The Administrator shall not be responsible for, and IMIT shall indemnify and hold the Administrator harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from misfeasance, bad faith or negligence on the Administrator's part in the performance of its duties or from disregard by the Administrator of its obligations and duties under this Agreement, arising out of or attributable to: (i) The reliance on or use by the Administrator of its officers, employers or agents of information, records, or documents which are received by the -5- Administrator or its officers, employers or agents and furnished to it or them by or on behalf of IMIT, and which have been prepared or maintained by IMIT or its officers, employees or agents; (ii) IMIT's refusal or failure to comply with the terms of this Agreement or IMIT's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iii)The taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of IMIT, its investors and shareholders, or reliance by the Administrator on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and (iv) The offer or sale of shares by IMIT in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state resulting from activities, actions, or omissions by IMIT or its officers, employees, or agents prior to the effective date of this Agreement. (d) The Administrator shall indemnify and hold IMIT harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving negligence, misfeasance or disregard of its duties hereunder. 5. TERM. The Administrator will start the provision of the services contemplated by this Agreement on the date first hereinabove written or whenever the current service provider ceases to provide its services and the operative terms of the Agreement will be effective for a period of one (1) year from such date, unless sooner terminated as provided herein. Thereafter, unless sooner terminated as provided herein, this Agreement shall continue in effect from year to year provided such continuance is specifically approved at least annually by the Board. This Agreement is terminable, without penalty, by the Board or by the Administrator, on not less than ninety (90) days' written notice. Except as provided in Section 8 hereof, this Agreement shall automatically terminate upon its assignment by the Administrator without the prior written consent of IMIT. Upon termination of this Agreement, IMIT shall pay to the Administrator such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of termination or the date that the provision of services ceases, whichever is later. 6. NON-ASSIGNABILITY. This Agreement shall not be assigned by any of the parties hereto without the prior consent in writing of the other party; provided, however, that the Administrator may in its own discretion and without limitation or prior consent of IMIT, whenever and on such terms and conditions as it deems necessary or appropriate, enter into subcontracts, agreements and understandings with non-affiliated third parties; provided, that such subcontract, agreement or understanding shall not discharge the Administrator from its obligations hereunder or delegation of duties to another third party. -6- 7. NOTICE. Any notice required or permitted hereunder shall be in writing to the parties at the following address (or such other address as a party may specify by notice to the other): If to IMIT: Impact Management Investment Trust 333 West Vine Street Suite 206 Lexington, KY 40507 Attn: Charles R. Clark Chairman With a copy to: Pepper Hamilton LLP 3000 Two Logan Square 18th and Arch Streets Philadelphia, PA 19103 Attn: Joseph V. Del Raso, Esq. If to Administrator: IMPACT Administrative Services, Inc. 333 West Vine Street Suite 206 Lexington, KY 40507 Attn: Charles R. Clark President Notice shall be effective upon receipt if by mail, on the date of personal delivery (by private messenger, courier service or otherwise) or upon confirmed receipt of telex or facsimile, whichever occurs first. 8. WAIVER. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to that term or any term of this Agreement. Any waiver must be in writing signed by the waiving party. 9. SEVERABILITY. If any provision of this Agreement is invalid or unenforceable, the balance of the Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. 10. SUCCESSOR AND ASSIGNS. The covenants and conditions herein contained shall, subject to the provisions as to assignment, apply to and bind the successors and assigns of the parties hereto. 11. GOVERNING LAW. This Agreement shall be governed by Massachusetts law, including its choice of law provisions. 12. AMENDMENTS. This Agreement may be modified or amended from time to time by mutual written agreement between the parties. No provision of this Agreement may be -7- changed, discharged, or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the date indicated above. IMPACT MANAGEMENT INVESTMENT TRUST By: /s/ ------------------------------------ Name: Title: IMPACT ADMINISTRATIVE SERVICES, INC. By: /s/ ------------------------------------ Name: Title: -8- ATTACHMENT A ADMINISTRATION SERVICES PROVIDED TO EACH PORTFOLIO Compliance - ---------- Prepare and update compliance manuals and procedures. Assist in the training of portfolio managers, management and Portfolio accountants concerning compliance manuals and procedures. Monitor the Portfolio's compliance with investment restrictions (i.e. issuer or industry diversification, etc.) listed in the current Prospectuses and Statement of Additional Information. (Frequency - Daily) Monitor the Portfolio's compliance with the requirements of the Internal Revenue Code (the "Code") Section 851 for qualification as regulated investment companies. (Frequency - Monthly) Calculate and recommend dividend and capital gain distributions in accordance with distribution policies detailed in the Prospectus. (Frequency - Determined by Prospectus) Prepare year-end dividend and capital gain distributions to establish IMIT's status as a RIC under Section 4982 of the Code regarding minimum distribution requirements. File Federal Excise Tax Return (Form 8613). (Frequency - Annually) Mail quarterly requests for "Securities Transaction Reports" to IMIT's Trustees and Officers and "access persons" under the terms of IMIT's Code of Ethics and SEC regulations. Monitor investment adviser's compliance with Board directives such as "Approved Issuers Listings for Repurchase Agreements." (Frequency - Daily) Review investments involving interests in any broker, dealer, underwriter or investment adviser to ensure continued compliance with Section 12(d)(3) of the 1940 Act. (Frequency - Quarterly) Monitor the Portfolio's brokerage allocation and prepare quarterly brokerage allocation reports for Board meetings (consistent with reporting from the current service provider). Reporting - --------- Prepare agreed upon management reports and Board materials such as unaudited financial statements, distribution summaries and deviations of mark-to-market valuation and the amortized cost for money market funds. A-1 Report Portfolio performance to outside services as directed by Portfolio management. Prepare and file IMIT's Semi-Annual Reports on Form N-SAR with the SEC. Prepare and file Portfolio Federal tax returns along with all state and local tax returns and State Expense Limitation returns, where applicable. Prepare and coordinate printing of Portfolio's Semi-Annual and Annual Reports to shareholders. File copies of every report to shareholders with the SEC under Rule 30b2-1. Notify shareholders as to what portion, if any, of the distributions made by the Portfolio during the prior fiscal year were exempt-interest dividends under Section 852(b)(5)(A) of the Code. Provide Form 1099-MISC to persons other than corporations (i.e., Trustees/Directors) to whom the Portfolio paid more than $600 during the year. Administration - -------------- Serve as officers of the Portfolio and attend IMIT Board meetings. Prepare Portfolio expense projections, establish accruals and review on a periodic basis. Expenses based on a percentage of Portfolio's average daily net assets (advisory and administrative fees). Expenses based on actual charges annualized and accrued daily (audit fees, registration fees, directors' fees, etc.). Provide financial information for proxies and Prospectus (Expense Table). Coordinate all communications and data collection with regard to any regulatory examinations and yearly audit by independent accountants. Legal Affairs - ------------- Prepare and update documents, such as Declaration of Trust, foreign corporation qualification filings, and Bylaws. Update and file post-effective amendments to IMIT's registration statement on Form N-1A and prepare supplements as needed. Prepare and file Rule 24f-2 Notice. Prepare proxy materials and administer shareholder meetings. A-2 Review contracts between IMIT and its service providers (must be sensitive to conflict of interest situations). Apprise and train management and staff with respect to important legal issues. Prepare and maintain all state registrations and exemptions of IMIT's securities including annual renewals, preparing and filing sales reports, filing copies of the registration statement and final prospectus and statement of additional information, and increasing registered amounts of securities in individual states. Review and monitor fidelity bond and errors and omissions insurance coverage and make any related regulatory filings. Prepare agenda and Board materials, including materials relating to contract renewals, for all Board meetings. Maintain minutes of Board and shareholder meetings. Act as liaison with Portfolio's distributor and outside counsel. A-3 ATTACHMENT B Portfolio Accounting Daily Reports - ---------------------------------- A. General Ledger Reports 1. Trial Balance Report 2. General Ledger Activity Report B. Portfolio Reports 1. Portfolio Report 2. Cost Lot Report 3. Purchase Journal 4. Sell/Maturity Journal 5. Amortization/Accretion Report 6. Maturity Projection Report C. Pricing Reports 1. Pricing Report 2. Pricing Report by Market Value 3. Pricing Variance by % Change 4. NAV Report 5. NAV Proof Report D. Accounts Receivable/Payable Reports 1. Accounts Receivable for Investments Report 2. Accounts Payable for Investments Report 3. Interest Accrual Report 4. Dividend Accrual Report E. Other 1. Dividend Computation Report 2. Cash Availability Report 3. Settlement Journal Monthly Portfolio Accounting Reports - ------------------------------------ 1. Cost Proof Report 2. Transaction History Report 3. Realized Gain/Loss Report 4. Interest Record Report 5. Dividend Record Report 6. Broker Commission Totals 7. Broker Principal Trades B-1 8. Shareholder Activity Report 9. Performance Report B-2 ATTACHMENT C FEE SCHEDULE (a) Administrative Service Fee: -------------------------- For the services rendered by IASI pursuant to this Agreement, IMIT shall pay IASI at the beginning of each month, a fee, calculated as a combination of asset-based charges and transaction charges as follows: (b) Asset-Based Charge: ------------------ 0.35% annually of the average daily net assets of each Portfolio for the previous month (c) Transaction Fees: ---------------- (There shall be no transaction fees charged at this time.) Trade Entry (purchase/liquidation) and maintenance transactions.....$0 each New account set-up..................................................$0 each Customer service calls..............................................$0 each Correspondence/information requests.................................$0 each Check preparation...................................................$0 each Liquidation's paid by wire transfer.................................$0 each Omnibus accounts (per transaction)......................................*$0 ACH charge..........................................................$0 each SWP................................................................*$0 each *Not included as a Trade Entry (d) Expenses: -------- IMIT shall reimburse the Administrator for any out-of-pocket expenses, exclusive of salaries, advanced by the Administrator in connection with but not limited to the printings or filings of documents for IMIT, travel, telephone, quotation services, facsimile transmissions, stationery and supplies, record storage, postage, telex, and courier charges, incurred in connection with the performance of the duties hereunder. The Administrator shall provide IMIT with a monthly invoice of such expenses and IMIT shall reimburse the Administrator within fifteen (15) days after receipt thereof. C-1 ATTACHMENT D Impact Total Return Portfolio Jordan 25 Fund Jordan 25 Variable Fund Schneider Large Cap Variable Fund D-1 EX-99.23.J 6 0006.txt AUDITOR'S CONSENT Exhibit 23(j) CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT We hereby consent to the incorporation by reference in the Post-Effective Amendment No. 11 to the Registration Statement on Form N-1A of Impact Management Investment Trust of our report dated October 27, 2000, accompanying the financial statements and the financial highlights of Impact Total Return Portfolio ( a Series of Impact Management Investment Trust) for the years ended September 30, 2000 and 1999. We also consent to the references to our firm under the caption "Financial Highlights" included in the Prospectus and under the caption "Independent Auditors" included in the Statement of Additional Information. /s/ SPICER, JEFFRIES & CO. Denver, Colorado January 26, 2001 EX-99.23.M.V 7 0007.txt DISTRIBUTION PLAN JORDAN 25 FUND - RETAIL CLASS DISTRIBUTION PLAN OF IMPACT MANAGEMENT INVESTMENT TRUST JORDAN 25 FUND 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 Jordan 25 Fund 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 Equity Assets Management, 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 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 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 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 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 -2- 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 ___________, 2000. 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: ___________________________________ EQUITY ASSETS MANAGEMENT, INC. By: ___________________________________ IMPACT FINANCIAL NETWORK, INC. By: ___________________________________ -3- EX-99.23.M.VI 8 0008.txt DIST. PLAN JORDAN 25 FUND - TRADITIONAL CLASS DISTRIBUTION PLAN OF IMPACT MANAGEMENT INVESTMENT TRUST JORDAN 25 FUND 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 Jordan 25 Fund 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 Equity Assets Management, 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 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. 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 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 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. 3. 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. 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 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. -2- 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 ___________, 2000. 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: ___________________________________ EQUITY ASSETS MANAGEMENT, INC. By: ___________________________________ IMPACT FINANCIAL NETWORK, INC. By: ___________________________________ -3- EX-99.23.M.VII 9 0009.txt DISTRIBUTION PLAN JORDAN 25 FUND - WHOLESALE CLASS DISTRIBUTION PLAN OF IMPACT MANAGEMENT INVESTMENT TRUST JORDAN 25 FUND 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 Jordan 25 Fund 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 Equity Assets Management, 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 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. 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 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 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. 3. 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. 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 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. -2- 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 ___________, 2000. 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: ___________________________________ EQUITY ASSETS MANAGEMENT, INC. By: ___________________________________ IMPACT FINANCIAL NETWORK, INC. By: ___________________________________ -3- EX-99.23.M.VIII 10 0010.txt DISTRIBUTION PLAN JORDAN 25 VARIABLE FUND DISTRIBUTION PLAN OF IMPACT MANAGEMENT INVESTMENT TRUST JORDAN 25 VARIABLE FUND 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 Jordan 25 Variable Fund series (the "Portfolio") of 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 Equity Assets Management, 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 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 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 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 shares, including leases, communications, salaries, training, supplies, photocopying, and any other category of the Distributor's expenses attributable to the distribution of the 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 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 0.15% per annum of the average daily net assets of the Portfolio's 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 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) -2- 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 ___________, 2000. 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: ___________________________________ EQUITY ASSETS MANAGEMENT, INC. By: ___________________________________ IMPACT FINANCIAL NETWORK, INC. By: ___________________________________ -3- EX-99.23.M.IX 11 0011.txt DIST.PLAN SCHNEIDER LARGE CAP VARIABLE FUND DISTRIBUTION PLAN OF IMPACT MANAGEMENT INVESTMENT TRUST SCHNEIDER LARGE CAP VARIABLE FUND 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 Schneider Large Cap Variable Fund (the "Portfolio"), series of 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 Schneider Capital Management (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 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 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 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 shares, including leases, communications, salaries, training, supplies, photocopying, and any other category of the Distributor's expenses attributable to the distribution of the 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 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 0.15% per annum of the average daily net assets of the Portfolio's 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 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 -2- 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 ___________, 2000. 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: ___________________________________ SCHNEIDER CAPITAL MANAGEMENT By: ___________________________________ IMPACT FINANCIAL NETWORK, INC. By: ___________________________________ -3- -----END PRIVACY-ENHANCED MESSAGE-----