Exhibit 23(d)
SUB-INVESTMENT ADVISER AGREEMENT
AGREEMENT, made March __, 1999, between Jordan American Holdings, Inc. (the
"Fund Manager"), Xxxxxxxxx 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
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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
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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
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The Fund has delivered properly certified or authenticated copies of each of
the following documents to the Sub-Adviser and will deliver to it all future
amendments and supplements thereto, if any:
a. certified resolution of the Board of Trustees of the Company authorizing
the appointment of the Sub-Adviser and approving the form of this Agreement;
b. The Registration Statement as filed with the Securities and Exchange
Commission and any amendments thereto;
c. exhibits, powers of attorneys, certificates and any and all other documents
relating to or filed in connection with the Registration Statement described
above.
4. Brokerage
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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
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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
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The Sub-Adviser shall exercise its best judgment in rendering the services
under this Agreement. The Sub-Adviser shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund or the Fund's
shareholders in connection with the matters to which this Agreement relates,
provided that nothing herein shall be deemed to protect or purport to protect
the Sub-Adviser against any liability to the Fund or to its shareholders to
which the Sub-Adviser would otherwise be subject by reason of misfeasance, bad
faith or negligence on its part in the performance of its duties or by reason
of the Sub-Advisers reckless disregard of its obligations and duties under
this Agreement. As used in this Section 6, the term "Sub-Adviser" shall
include any officers, directors, employees, or other affiliates of the Sub-
Adviser performing services with respect to the Fund.
7. Compensation
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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
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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
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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.
10. Duration and Termination
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This Agreement shall become effective on March __, 1999, and shall remain in
effect, unless sooner terminated as provided herein, for two years from such
date and shall continue from year to year thereafter, provided each continuance
is specifically approved at least annually by (I) the vote of a majority of the
Board of Trustees of the Company or (ii) a vote of a "majority" (as defined in
the 0000 Xxx) 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 0000 Xxx) 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
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No provision of this Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought, and no
amendment of this Agreement shall be effective until approved by an affirmative
vote of (I) a majority of the outstanding voting securities of the Fund, and
(ii) a majority of the Trustees of the Company, including a majority of
Trustees who are not interested persons of any party to this Agreement, cast
in person at a meeting called for the purpose of voting on such approval, if
such approval is required by applicable law.
12. Use of Name
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It is understood that the name of Xxxxxxxxx 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
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a. This Agreement constitutes the full and complete agreement of the parties
hereto with respect to the subject matter hereof.
b. Titles or captions of Sections contained in this Agreement are inserted
only as a matter of convenience and for reference, and in no way define, limit,
extend or describe the scope of this Agreement or the intent of any provisions
thereof.
c. This Agreement may be executed in several counterparts, all of which
together shall for all purposes constitute one Agreement, binding on all the
parties.
d. This Agreement and the rights and obligations of the parties hereunder
shall be governed by, and interpreted, construed and enforced in accordance
with the laws of the state of Pennsylvania.
e. If any provision of this Agreement or the application thereof to any party
or circumstances shall be determined by any court of competent jurisdiction to
be invalid or unenforceable to any extent, the remainder of this Agreement or
the application of such provision to such person or circumstance, other than
those as to which it is so determined to be invalid or unenforceable, shall not
be affected thereby, and each provision hereof shall be valid and shall be
enforced to the fullest extent permitted by law.
f. Notices of any kind to be given to the Sub-Adviser by the Company or the
Fund Manager shall be in writing and shall be duly given if mailed or delivered
to the Sub-Adviser at: Xxxxxxxxx Capital Management, 000 Xxxx Xxxxxxxxxx Xxxx,
Xxxxx 0000, Xxxxx, XX 00000, or at such other address or to such individual
as shall be specified by the Sub-Adviser to the Company. Notices of any kind
to be given to the Company or the Fund Manager by the Sub-Adviser shall be in
writing and shall be duly given if mailed or delivered to: Impact Management
Investment Trust, 1875 Ski Xxxx Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxx Xxxxxxx,
Xxxxxxxx 00000, or at such other address or to such individual as shall be
specified by the Company or the Fund Manager to the Sub-Adviser.
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.
Xxxxxxxxx Capital Management
By: _____________________________
President
Jordan American Holdings, Inc.
By: _____________________________
President
Impact Management Investment Trust
By: ____________________________
President
