Exhibit 24(b)(5)
IMPACT MANAGEMENT INVESTMENT TRUST
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made by and between IMPACT MANAGEMENT INVESTMENT TRUST, a
Massachusetts business trust (hereinafter called the "Trust"), on behalf of
IMPACT MANAGEMENT GROWTH PORTFOLIO (the "Portfolio"), and JORDAN AMERICAN
HOLDINGS, INC. d/b/a EQUITY ASSETS MANAGEMENT, a Florida 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.
Partners and employees of the Investment Adviser may be trustees, directors,
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officers and employees of the funds of which the Investment Adviser serves as
investment adviser. Partners 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
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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.
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 partners, 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.
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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
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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.
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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the _______ day of ________,
1998.
Attest: IMPACT MANAGEMENT INVESTMENT TRUST
__________________________ By:__________________________________
President
Attest: JORDAN AMERICAN HOLDINGS, INC.
d/b/a EQUITY ASSETS MANAGEMENT
By:__________________________________
President
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