Z-IMPACT, Inc. Mutual Fund

Z-IMPACT MUTUAL FUND

These are Mutual Fund Class C Shares with voting rights. Our Class C shares fund works with your IRA or 401K investments it is acquired without a commission or sales charges, no hidden or 12b-1 fees, and is no-load, this means your your full investment is in-play and is tax deferred. If you compare this investment over 5-years with the top mutual funds that carry all the above this can mean thousands in savings that is converted into real gains after 5 years. In exchange, these Class C shares cannot be converted to other share types, carry a lock-up period for investment stability and can start paying dividends after the initial funding of the business.

MUTUAL FUND AGREEMENT

Z-IMPACT, Inc. operates this Mutual Fund as an investment. Only accredited investors may invest. Accredited investors must provide proof to invest in Z-IMPACT’s Class C Mutual Fund with either the past two (2) years W-2 or a letter from their CPA stating they are accredited under Rule 501 of Regulation D. Upon verified proof the investor will receive the Z-IMPACT, Inc., “Mutual Fund Investment Package” and clearance to submit forms to invest in Z-IMPACT’s Class C Mutual Fund, this Mutual Fund has the benefits of no commission or sales fees, no hidden or 12-1b fees, tax- deferred profits, dividends and no-load. Neither Z-IMPACT, Inc., nor its founders, collected any fees in connection with this fund.

Exchange Act § 15(a)(1). A “dealer” is defined in Section 3(a)(5)(A) of the Exchange At as “any person engaged in the business of buying and selling securities […] for such person’s own account through a broker or otherwise” Because Z-IMPACT does not buy or sell any securities for its own account, it is not a “dealer”. As a result, this opinion letter focuses only on the question of whether Z-IMPACT could be deemed to be a “broker” — that is, a person engaged in the business of buying and selling securities for the account of others. See Section 3(a)(4) of the Exchange Act.

Rule 501 of Regulation D generally defines an “accredited investor” to include: (1) a bank, insurance company, registered investment company, business development company, or small business investment company; (2) an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million; (3) a charitable organization, corporation, or partnership with assets exceeding $5 million; (4) a director, executive officer, or general partner of the company selling the securities; (5) an entity in which all the equity owners are accredited investors; (6) a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person; (7) a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or (8) a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchase is directed by a sophisticated person.