EXHIBIT A
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").
W I T N E S S E T H:
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, 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 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.
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.
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 , 1998.
Attest: IMPACT MANAGEMENT INVESTMENT TRUST
____________ By:_________________________
President
Attest: JORDAN AMERICAN HOLDINGS, INC.
d/b/a EQUITY ASSETS MANAGEMENT
___________ By:_________________________
President