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Exhibit 5
ADVISORY CONTRACT
THIS AGREEMENT made this 20th day of December, 1996, by and between
JORDAN AMERICAN HOLDINGS, INC., d/b/a EQUITY ASSETS MANAGEMENT, a Florida
corporation, (hereinafter referred to as the "Adviser"), and IMPACT MANAGEMENT
INVESTMENT TRUST. a Massachusetts business trust (hereinafter referred to as
the "Trust").
WHEREAS, the Trust is an open-end management investment company as
that term is defined in the Investment Company Act of 1940, as amended, and is
registered as such with the U.S. Securities and Exchange Commission; and
WHEREAS, the Adviser is in the business of rendering investment
advisory, statistical and research services, and is registered as an investment
adviser with the U.S. Securities and Exchange Commission under the Investment
Adviser's Act of 1940, as amended; and
WHEREAS, the parties desire to provide for continuing services by the
Adviser to the Trust pursuant to the terms and conditions hereinafter set
forth,
NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
1. The Trust hereby retains and appoints the Adviser as its investment
adviser and portfolio manager to render research, statistical and advisory
services to the Trust, and to supervise the investments of the Trust for the
period and upon the terms herein set forth, subject to the direction and
control of the Board of Trustees of the Trust. The Advisor accepts such
employment and agrees during such period to render the services and to assume
the obligation herein set forth for the compensation herein provided.
2. The Adviser in its supervision of the investments of the Trust will
be guided by the Trust's fundamental investment policies and the provisions and
restrictions contained in the Declaration of Trust and By-Laws of the Trust as
set forth in the Trust's registration statement, and exhibits thereto, as may
be filed with the U.S. Securities and Exchange Commission (the "Commission"),
all subject to the applicable provisions of the Investment Company Act of 1940,
as amended (the "Act").
3. The Trust will pay and is solely responsible for its own expenses
including, without limitation, interest charges, taxes, costs of purchasing and
selling
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securities for its portfolio, rent expenses of redemption of shares, auditing
and legal expenses; expenses attributable to printing prospectuses Trustees'
fees and expenses necessarily incurred by a Trustee in attendance at Trustees'
meeting; expenses of administrative personnel and administrative series,
custodian fees; fees of transfer agents, registrar and dividend disbursing
agents; the cost of stock certificates and corporate reports; all other
printing expenses; costs in connection with Board of Trustee's meetings and the
annual or special meetings of shareholders, including proxy material
preparation and distribution, filing fees, dues, insurance premiums,
miscellaneous management and operating expenses and expenses of an
extraordinary and nonrecurring nature.
In no event shall the Adviser be responsible for the payment or
reimbursement of any Trust expense of any king what-so-ever.
4. Trust Management is solely responsible for the day-to-day
operations of the Trust, maintaining compliance with the Securities Act of
1933, the Investment Company Act of 1940, Section 851 of the Internal Revenue
Code of 1986, as amended, and any law or regulation of any governmental agency
having jurisdiction over the Trust. The Adviser shall be held harmless and the
Trust will indemnify the Adviser for any fines or damages that may be levied or
charged to the Adviser and for any expenses incurred by the Adviser, including
but not limited to legal fees, that may arise as a result of any violation or
error committed by Trust Management to any party.
5. Subject to the provision of Paragraph 7 hereof, the Trust agrees to
pay to the Adviser for its services rendered during the preceding month
thereunder on the first business day each month during the term of the
Agreement a cash fee in an amount determined by applying the following monthly
rates to the average daily net asset value of the Trust during the preceding
month, determined in the manner used for the determination of the offering
price of the Trust's shares:
Equivalent Average Daily
Monthly Rate Annual Rate Net Asset Values
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1/12 of 2.25% 2.25% On All Assets
6. The term of this Agreement shall begin on the date first above
written and shall continue in effect for three (3) years from that date and
from year-to-year thereafter, subject to the provisions for termination and all
of the other terms and conditions hereof, if; (a) such continuation shall be
specifically approved at least annually by the vote of a majority of the
Trustees who are not parties to such contract or interested persons of any such
party to such contract (other than as Trustees of the Trust) cast in person at
a meeting called for that purpose, or by a vote of the majority of
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the outstanding voting securities of the Trust, and (b) the Adviser shall not
have notified the Trust in writing at least sixty (60) days prior to the
anniversary date of this Agreement in any year hereafter that it does not
desire such continuation.
7. Notwithstanding anything to the contrary herein, the Agreement may
be terminated at any time, without the payment of any penalty, by the Trustees
of the Trust or by a vote of a majority of the outstanding voting securities of
the Trust on sixty (60) days written notice to the Adviser.
8. This Agreement shall automatically terminate in the event of its
assignment, the term "assignment" for this purpose having the meaning defined
in Section 2(a)(4) of the ▇▇▇▇ ▇▇▇.
9. The Adviser may employ or contract with such other person or
persons, corporation or corporations at its own cost and expense as it shall
determine in order to assist it in carrying out this Agreement; provided,
however, that to the extent that any such employment or contract constitutes
such other person or persons, corporation or corporations to be an investment
adviser to the Trust within the meaning of the 1940 Act, such employment or
contracts shall be subject to the approval of the Trust's shareholders in the
manner provided by such Act, prior to its effectiveness.
10. The adviser shall not be liable to the Trust for anything done or
omitted by it, except acts or omissions involving willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties imposed on it by
this Agreement.
11. The services of the Adviser herein provided are not to be deemed
exclusive and, so long as its services hereunder shall not be impaired thereby,
should the Adviser so desire, it may sponsor, promote, and provide investment
advisory and management series to one or more investment companies other than
the Trust.
12. This Agreement may be amended at any time by agreement of the
parties, provided that the amendment shall be approved by the vote of a
majority of Trustees of the Trust, including a majority of Trustees who are not
parties to this Agreement or interested persons of any such party to this
Agreement (other than as Trustees of the Trust) cast in person at a meeting
called for that purpose.
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IN WITNESS WHEREOF, the parties have caused this Investment Advisory
Contract to be executed on their behalf by their duly authorized officers and
their corporate seals to be affixed hereto as of the date first above written.
The Adviser: The Trust:
JORDAN AMERICAN HOLDINGS, INC. IMPACT MANAGEMENT
INVESTMENT TRUST
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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