IMPACT MANAGEMENT INVESTMENT TRUST, 497, 1998-12-04

IMPACT MANAGEMENT INVESTMENT TRUST
497, 1998-12-04

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<PAGE>
PROSPECTUS

November 30, 1998

IMPACT MANAGEMENT INVESTMENT TRUST
Impact Management Growth Portfolio

1-888-467-2284
(Toll Free)

Impact Management Investment Trust ("IMIT") is an open-end management
investment company that offers a means of investing in professionally managed
portfolios of securities. This Prospectus offers shares (the "Shares") of
Impact Management Growth Portfolio (the "Portfolio") which represent interests
in a diversified portfolio of IMIT. The investment objective of the Portfolio
is to provide capital appreciation through investing primarily in equity
securities of small and medium capitalization companies.

This prospectus contains the information you should read and know before
you invest in Shares of the Portfolio. Please read this prospectus carefully
and keep this prospectus for future reference. IMIT has filed a Statement of
Additional Information dated November 30, 1998, with the Securities and Exchange
Commission. The information contained in the Statement of Additional
Information is incorporated by reference into this prospectus. You may request
a copy of the Statement of Additional Information, free of charge, or make
inquiries about IMIT and the Portfolio by contacting Albert John & Company,
Inc., the Portfolio's sub-administrator, by calling toll-free 1-888-467-2284.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
CONTENTS
SUMMARY OF PORTFOLIO EXPENSES. . . . . . . . . . . . . . . . . . . . 1
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . 2
FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . 3
INVESTMENT INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 4
Investment Objective . . . . . . . . . . . . . . . . . . . . . . . . 4
Investment Policies . . . . . . . . . . . . . . . . . . . . . . . . 4
Securities of Other Investment Companies . . . . . . . . . . . . . . 5
Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . . . . . 5
Temporary Defensive Positions . . . . . . . . . . . . . . . . . . . 5
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Small and Medium Capitalization Stocks . . . . . . . . . . . . . . . 6
Over-the-Counter . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Lack of Experience of the Advisor . . . . . . . . . . . . . . . . . 6
INVESTMENT LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . 7
NET ASSET VALUE . . . . . . . . . . . . . . . . . . . . . . . . . . 8
HOW TO PURCHASE SHARES . . . . . . . . . . . . . . . . . . . . . . . 8
Investing in the Portfolio . . . . . . . . . . . . . . . . . . . . . 8
Purchasing By Mail . . . . . . . . . . . . . . . . . . . . . . . . . 9
Purchasing by Wire . . . . . . . . . . . . . . . . . . . . . . . . . 9
Minimum Initial and Subsequent Investments . . . . . . . . . . . . . 9
Certificates and Confirmations . . . . . . . . . . . . . . . . . . . 10
HOW TO REDEEM SHARES . . . . . . . . . . . . . . . . . . . . . . . . 10
Written Requests . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Telephone Redemptions . . . . . . . . . . . . . . . . . . . . . . . 11
Receiving Payment . . . . . . . . . . . . . . . . . . . . . . . . . 11
Accounts With Low Balances . . . . . . . . . . . . . . . . . . . . . 11
TRUST INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 11
Management of IMIT . . . . . . . . . . . . . . . . . . . . . . . . . 11
Distribution of Shares . . . . . . . . . . . . . . . . . . . . . . . 12
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . 12
Administration of IMIT . . . . . . . . . . . . . . . . . . . . . . . 13
Year 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Expenses of the Portfolio . . . . . . . . . . . . . . . . . . . . . 14
Brokerage Transactions . . . . . . . . . . . . . . . . . . . . . . . 15
THE TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
General Information . . . . . . . . . . . . . . . . . . . . . . . . 15
Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Massachusetts Partnership Law . . . . . . . . . . . . . . . . . . . 16
DIVIDENDS, DISTRIBUTIONS AND TAXES . . . . . . . . . . . . . . . . . 16
Federal Income Tax . . . . . . . . . . . . . . . . . . . . . . . . . 16
PERFORMANCE ADVERTISING . . . . . . . . . . . . . . . . . . . . . . 17
<PAGE>
SUMMARY OF PORTFOLIO EXPENSES

Shareholder Transaction Expense
- -------------------------------
Maximum Sales Load Imposed on Purchases* None
Maximum Sales Load Imposed on Reinvested Dividends None
Deferred Sales Charges None
Redemption Fees None
Exchange Fee None

Annual Portfolio Operating Expenses
- -----------------------------------

(as a percentage of average net assets)
Management Fees 1.25%
12b-1 Fees** 1.00%
Other Expenses+ 0.52%
Total Fund Operating Expenses 2.77%
- -------------------------
* The minimum initial investment in Shares is $5,000. Brokers which have not
entered into a selling dealer's agreement with the Portfolio's principal
distributor may impose a charge on the purchase of Shares, which charge, if
imposed, is not imposed by the Portfolio.

** See "Plan of Distribution." Long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales charge permitted by rules
of the National Association of Securities Dealers, Inc.

+ An annual Administration Fee of $165.00 per account is charged directly to
shareholder accounts on a monthly basis. See "Administration of IMIT." The
fee as a percentage of net assets is based upon an average account value of
$32,000. The amount of "Other Expenses" is based on actual amounts incurred
during the most recently ended fiscal year.

The purpose of the tables is to help you understand all expenses and fees
that you would bear directly or indirectly as a Portfolio shareholder.

1
<PAGE>
Example
- -------

You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return, (2) redemption at the end of each time period and
(3) reinvestment of all dividends and capital distribution.

1 Year 3 Years 5 Years 10 Years

$188 $567 $952 $1,939

For purposes of the following example, the fixed annual administration fee
has been prorated to reflect that the minimum investment in the Portfolio is
$5,000. Therefore, only one-fifth ($1,000/$5,000) of the administration fee
has been applied in calculating the estimated expenses below.

1 Year 3 Years 5 Years 10 Years

$56 $170 $292 $619

This example should not be considered a representation of past or future
expenses or performance. Actual expenses in the future may be greater or lesser
than those shown.

GENERAL INFORMATION

IMIT was established as a Massachusetts business trust under a Declaration
of Trust dated December 18, 1996. The Declaration of Trust permits IMIT to
offer separate series of shares of beneficial interest representing interests
in separate portfolios of securities. IMIT is an open-end investment company.
As of the date of this prospectus, IMIT currently has only one portfolio,
Impact Management Growth Portfolio.

The Portfolio seeks appreciation of capital primarily through investment
in equity securities of small and medium capitalization companies determined by
the investment advisor to have prospects for above-average growth in earnings.
There is no assurance the Portfolio can meet its investment objective.

For information on how to purchase Shares, please refer to "How to
Purchase Shares." The minimum initial investment in the Portfolio is $5,000.
Subsequent investments must be in amounts of at least $1,000. There is no
minimum investment or subsequent investment requirement for qualified retirement
plans or individual retirement accounts. Shares are sold at net asset value
without any sales load. Shares are redeemed at net asset value. For a more
complete description, see "How to Redeem Shares."

Shareholder inquiries should be directed to the Portfolio's sub-transfer
agent, Albert John & Company, Inc., 616 W. Fifth Avenue, Suite 204, McKeesport,
PA 15132, or by calling toll-free 1-888-467-2284.

2
<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Year Ended June 17, 1997+ to
September 30, 1998 September 30, 1997
<S> <C> <C>
Per Share Data*
Investment Income $ .29 $ .01
Expenses (.21) (.01)
------- -------
Net investment income (loss) .08 .00
Distributions from net investment income (.01) .00
Net realized and unrealized (loss) on investments (1.66) (.08)
Distributions from realized gains on investments .00 .00
------- -------
Net (decrease) in net asset value (1.59) (.08)

Net asset value:
Beginning of period $ 9.92 $ 10.00
------- -------
End of period $ 8.33 $ 9.92
======= =======
Ratios and Supplemental Data
Total return# (15.93)% (.80)%**
Ratio of expenses to average net assets# 2.25% 2.25%++
Ratio of net investment income to average net assets# 0.88% 0.00%++
Portfolio turnover rate 221.45% 0.00%
Average commission rate paid $ .1296 $ .1437
Net assets, end of period $3,925,928 $ 501,758
Shares of beneficial interest outstanding,
end of period 471,512 50,567
Number of shareholder accounts, end of period 136 17
</TABLE>
- -----------------------

+ Commencement of Operations
* Selected data for a share of beneficial interest outstanding throughout each
period.

** Not Annualized
++ Annualized
# Excludes administrative fee and account closing fee charged directly to
shareholder accounts (see Note 4 to financial statements).

3
<PAGE>
INVESTMENT INFORMATION

Investment Objective
- --------------------
The investment objective of the Portfolio is to provide capital
appreciation principally through investing in equity securities of small and
medium market capitalization companies. Normally, the Portfolio will be as
fully invested as practicable in common stocks and securities convertible into
common stocks of those companies, but may also invest up to 5% of its assets
in warrants to purchase common stocks. The investment objective cannot be
changed without approval of shareholders. While there is no assurance that
the Portfolio will achieve its investment objective, it endeavors to do so by
following the investment policies described in this prospectus.

Investment Policies
- -------------------
The Portfolio pursues its investment objective by investing primarily in
small and medium sized companies (market capitalization or annual revenues up
to $5 billion) which, in the view of the Advisor, have prospects for above-
average growth in earnings and the potential for significant capital
appreciation. However, the Portfolio may invest in larger capitalization
companies, from time to time and in accordance with the Portfolio's investment
objective, when the Advisor deems it appropriate. The average market
capitalization or annual revenue of the companies held in the Portfolio may
fluctuate from time to time as a result of changes in overall market values and
the Advisor's taking advantage of specific investment opportunities. In
addition, the Portfolio may continue to hold securities of a company whose
market capitalization or annual revenue grows above $5 billion subsequent to
purchase.

The Advisor selects securities for purchase by the Portfolio on the basis
of traditional and proprietary research techniques, including assessment of
earnings growth prospects and of the risk and volatility of each company's
business. Among other things, the Advisor will seek to identify companies
where the restructuring of their basic businesses or reallocations of their
assets among their businesses present opportunities for significant share
price appreciation. At times, the Portfolio may invest in securities of
companies which are deemed by the Advisor to be candidates for acquisition by
other entities as indicated by changes in ownership, changes in standard price-
to-value ratios, or an examination of other standard analytical indices. The
Portfolio may invest in preferred stocks, corporate bonds, debentures, notes
and warrants which are convertible into common stock if market conditions are
such that the Advisor believes that they present an opportunity for above-
average performance over common stocks (See "Risk Factors" below).

The Advisor's investment approach in managing the Portfolio is both
quantitative and fundamental, and is significantly focused on quality earnings
growth. In seeking to identify investment opportunities for the Portfolio, the
Advisor begins by defining a universe of rapidly growing companies with market
capitalizations within the parameters described for the Portfolio and with
certain quality characteristics. Using proprietary analysis methods and
research models that analyze various aspects of successful growth, such as
positive earnings surprises, upward earnings estimate revisions, and
accelerating sales and earnings growth, the Advisor identifies a pool of growing
companies for further analysis. Then, using fundamental research, the Advisor
evaluates each company's current growth trends. Through this process, the
Advisor seeks to identify companies for inclusion in the Portfolio that possess
strong growth characteristics.

4
<PAGE>
Normally, the Portfolio will purchase only securities traded in the United
States on registered exchanges or in the over-the-counter market. However, the
Portfolio may invest up to 15% of its net assets in illiquid securities,
excluding any Rule 144A security that has been determined to be liquid pursuant
to procedures established by the Board of Trustees.

The Advisor sells securities when it believes that significant appreciation
of that security is no longer probable, alternative investments offer superior
appreciation prospects, or the risk of a decline in market price is too great.
Because of this approach with respect to the sale of its investments, the
Portfolio may, from time to time, realize short-term gains or losses.

The Portfolio's investment approach will likely result in its being more
volatile (both up and down) than the stock market in general, as measured by
the S&P 500 Index. Therefore, the Portfolio is only suitable for investors who
are long-term investors. The Portfolio is not suitable for short-term investors
or those looking for current income. Of course, there can be no assurance that
the Portfolio's investment approach will be successful, even over the long term.

Unless indicated otherwise, the investment policies of the Portfolio are
non-fundamental and may be changed by the Board of Trustees without the
approval of shareholders. Shareholders will be notified before any material
changes in these policies become effective.

Securities of Other Investment Companies
- ----------------------------------------
The Portfolio may invest up to 10% of its assets in securities of other
investment companies. Since all investment companies incur certain operating
expenses, such as management fees and accounting fees, similar to the expenses
of the Portfolio, any investment by the Portfolio in shares of another
investment company would involve duplication of such expenses.

Portfolio Turnover
- ------------------
Although the Portfolio does not intend to invest for the purpose of
seeking short-term profits, securities held by it will be sold whenever the
Advisor believes it is appropriate to do so in light of the Portfolio's
investment objectives, without regard to the length of time a particular
security may have been held.

The Portfolio does not attempt to set or meet any specific portfolio
turnover rate, since turnover is incidental to transactions undertaken in an
attempt to achieve the Portfolio's investment objective. A higher turnover
rate (100% or more) increases transaction costs (i.e., brokerage commissions)
and increases realized gains and losses. It is expected that under normal
market conditions, the annual turnover rate for the Portfolio will not exceed
100%.

Temporary Defensive Positions
- -----------------------------
For temporary defensive purposes, when the Advisor determines that market
conditions so warrant, the Portfolio may invest up to 100% of its assets in
cash, cash items, and money market instruments (consisting of securities issued
or guaranteed by the United States government, its agencies or
instrumentalities; certificates of deposit; time deposits; bankers' acceptances
issued by banks or savings and loan associations having net assets of at least
$500 million as stated in their most recently published financial statements;
commercial paper rated in one of the two highest categories by at least one
Nationally Recognized Statistical Rating Organization ("NRSRO"); repurchase
agreements involving such securities; and, to the extent permitted by
applicable law, shares of other investment companies investing solely in money
market securities). To the extent that the Portfolio is invested in temporary
defensive investments, it will not be pursuing its primary investment
objective.
5
<PAGE>
RISK FACTORS

The Portfolio is being managed with a view to capital appreciation with a
minimum ten-year investment horizon. It is not a suitable investment for short-
term investors or for those seeking current income. The Portfolio's net asset
value will fluctuate to reflect the investment performance of the securities
held by the Portfolio. The value that a shareholder receives upon redemption
may be greater or lesser than the value of such shares when purchased. The use
of investment techniques such as investing in repurchase agreements involves
greater risk than does an investment in a fund that does not engage in these
activities.

Small and Medium Capitalization Stocks
- --------------------------------------
Investments in common stocks in general are subject to market risks that
may cause their prices to fluctuate over time. Therefore, an investment in the
Portfolio is most suitable for long-term investors who can bear the risk of
these fluctuations. The Portfolio invests extensively in securities of issuers
with small or medium market capitalizations. This increased risk may be due
to the greater business risks of small size, limited markets and financial
resources, narrow product lines and frequent lack of management depth or a
combination of those factors. The securities of small and medium capitalization
companies are often traded in the over-the-counter market, and may be traded in
volumes which are significantly smaller than those typical of securities traded
on a national securities exchange. Thus, the securities of small and medium
capitalization companies are likely to be less liquid, and may be subject to
more abrupt or erratic market movements, than securities of larger, more
established companies.

Over-the-Counter Market
- -----------------------
The Portfolio may invest in over-the-counter stocks. In contrast to the
securities exchanges, the over-the-counter market is not a centralized facility
which limits trading activity to securities of companies which initially satisfy
certain defined standards. Generally, the volume of trading in an unlisted or
over-the-counter common stock is less than the volume of trading in a listed
stock. This means that the depth of market liquidity of some stocks in which
the Portfolio may invest may not be as great as that of other securities, which
means that selling large numbers of those shares may be more difficult in a
short period of time, and purchases or sales of other than a small amount of
those shares may adversely affect the price thereof. If the Portfolio was to
dispose of such a stock, it might have to offer the shares at a discount from
recent prices, or sell the shares in small lots over an extended period of time.

Lack of Experience of the Advisor
- ---------------------------------
While the Portfolio's Advisor has over twenty years of experience managing
money for individual clients, the Advisor has limited prior experience as an
investment advisor to a registered investment company, having served in such
capacity for the Integrity Portfolios, Inc. in 1991 and 1992.

6
<PAGE>
INVESTMENT LIMITATIONS

The investment objectives of the Portfolio and certain investment
limitations set forth herein and in IMIT's Statement of Additional Information
are fundamental policies of the Portfolio. The Portfolio's fundamental
limitations cannot be changed without the consent of the holders of a majority
of the Portfolio's outstanding shares.

The Portfolio may not:

-with respect to 75% of its assets, invest more than 5% of its total assets
at the time of purchase in securities of one issuer (except cash and cash
items, repurchase agreements, and U.S. government obligations) or acquire
more than 10% of any class of voting securities of any one issuer; or

-borrow money directly or through reverse repurchase agreements
(arrangements in which the Portfolio sells a portfolio security for a
percentage of its cash value with an agreement to buy it back on a set
date); or

-sell securities short.

Notwithstanding the foregoing, the Portfolio may borrow up to one-third
of the value of its assets from banks if the Advisor believes that because of
a large number of redemption requests the Portfolio would be adversely affected
by immediately liquidating sufficient securities held by it to meet those
redemption requests. The management of the Portfolio believes that in the
event of a disorderly market, the consequences of borrowing under the foregoing
conditions will be to permit an orderly sale of the necessary amount of
securities which will benefit the Portfolio.

The above investment limitations cannot be changed without shareholder
approval.

The following limitations may be changed by Trustees without shareholder
approval. Shareholders will be notified before any change in these limitations
becomes effective.

The Portfolio may not:

-purchase securities of other investment companies, except in open market
transactions limited to not more than 10% of its total net assets, or
except as part of a merger, consolidation, or other acquisition;

-invest more than 15% of its total assets in securities which are not
readily marketable;
7
<PAGE>
NET ASSET VALUE

The Portfolio's net asset value per Share fluctuates. The net asset value
for Shares of the Portfolio is determined by calculating the value of all
securities and other assets of the Portfolio, subtracting the liabilities of
the Portfolio, and dividing the remainder by the total number of Shares
outstanding. Expenses and fees of the Portfolio, including the advisory and
the distribution fees, are accrued daily and taken into account for the purpose
of determining the net asset value.

Portfolio securities listed or traded on a securities exchange for which
representative market quotations are available will be valued at the last quoted
sales price on the security's principal exchange on that day. Listed
securities not traded on an exchange that day, and other securities which are
traded in the over-the-counter market, will be valued at the mean between the
last closing bid and asked prices in the market on that day, if any. Securities
for which market quotations are not readily available and all other assets will
be valued at their respective fair market value as determined in good faith by,
or under procedures established by, the Board of Trustees. In determining fair
value, the Trustees may employ an independent pricing service.

Money market securities with less than sixty days remaining to maturity
when acquired by the Portfolio will be valued on an amortized cost basis by the
Portfolio, excluding unrealized gains or losses thereon from the valuation.
This is accomplished by valuing the security at cost and then assuming a
constant amortization to maturity of any premium or discount. If the Portfolio
acquires a money market security with more than sixty days remaining to its
maturity, it will be valued at current market until the 60th day prior to
maturity, and will then be valued on an amortized cost basis based upon the
value on such date unless the Trustees determine during such 60-day period that
this amortized cost value does not represent fair market value.

The net asset value of Shares of the Portfolio is determined as of the
close of trading (normally 4:00 p.m., Eastern time) on the New York Stock
Exchange (the "Exchange"), Monday through Friday, except on: (i) days on which
there are not sufficient changes in the value of the Portfolio's portfolio
securities that its net asset value might be materially affected; (ii) days
during which no Shares are tendered for redemption and no orders to purchase
Shares are received; or (iii) the following holidays when the Exchange is
closed: New Year's Day, Martin Luther King Jr.'s Birthday, President's Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day.

HOW TO PURCHASE SHARES

Investing in the Portfolio
- --------------------------
Shares of the Portfolio are distributed through IMPACT Financial Network,
Inc. ("IFNI"), the Portfolio's distributor, and are sold on days on which the
Exchange is open. IFNI's principal business address is 1875 Ski Time Square
Drive, Suite One, Steamboat Springs, CO 80407. IFNI is a wholly-owned
subsidiary of Jordan American Holdings, Inc., the Portfolio's Advisor.

8
<PAGE>
No sales load, other than a 12b-1 fee, is imposed upon a purchase of Shares
made directly through IFNI or any dealer which has entered into a selling dealer
agreement with IFNI. Likewise, no load, other than a 12b-1 fee, will be
imposed upon Shares purchased through bank trust departments, investment
advisors registered under the Investment Advisers Act of 1940, as amended, or
retirement plans where the third party administrator has entered into certain
arrangements with IFNI. However, investors who purchase Shares through a trust
department, investment advisor, or retirement plan may be charged a service fee
by that institution which fee, if charged, is not imposed by the Portfolio.

Purchases will be made in full and fractional shares of the Portfolio
calculated to three decimal places. The Portfolio will not issue certificates
representing shares of the Portfolio. IMIT reserves the right to reject any
purchase request.

Purchasing By Mail
- ------------------
To purchase shares by mail, complete and sign the attached Application and
mail it together with a check (in the amount of at least $5,000 for an initial
investment or $1,000 for a subsequent investment) made payable to IMPACT
MANAGEMENT GROWTH PORTFOLIO to: IMPACT MANAGEMENT GROWTH PORTFOLIO c/o Fifth
Third Bank, P.O. Box 632164, Cincinnati, OH 45263-2164.

Payment for purchases of shares received by mail will be credited to an
account at the next share price calculated for the Portfolio after receipt.
Payment does not have to be converted into Federal Funds (monies credited to
IMIT's custodian bank by a Federal Reserve Bank) before the Portfolio will
accept it for investment.

Purchasing by Wire
- ------------------
To purchase Shares by wire, contact Albert John & Company, Inc. ("AJCI"),
the Portfolio's sub-transfer agent, at 1-888-467-2284 to obtain a shareholder
account number and then wire the amount to be invested to Impact Management
Growth Portfolio, c/o Fifth Third Bank, the Portfolio's Custodian Bank, at the
following address:

The Fifth Third Bank
ABA # 042000314
Impact Management Growth Portfolio
Credit Account #728-62611
Account Name (your name)
Account Number (your personal account number)

Forward a completed Application to the Portfolio of the address shown on
the form. Federal Funds purchases will be accepted only on a day on which
both the Exchange and the Custodian Bank are open for business.

Minimum Initial and Subsequent Investments
- ------------------------------------------
The minimum initial investment in Shares is $5,000. Brokers that have not
entered into a selling dealer's agreement with IFNI may impose their own charge
on the purchase of Shares. An institutional investor's minimum investment will
be calculated by combining all of the accounts it maintains with the Portfolio.
Accounts established through a non-affiliated bank or broker may, therefore, be
subject to a smaller minimum investment. Accounts established through a
qualified retirement plan and Individual Retirement Accounts ("IRAs") are not
subject to the minimum investment requirement. The Portfolio reserves the
right to vary the initial investment minimum and the minimum for subsequent
investments at any time.

Additional investments can be made in amounts of at least $1,000. No
minimum applies to subsequent purchases effected through reinvestment of
dividends and capital gains or for subsequent purchases through qualified
retirement plans or IRAs.

9
<PAGE>
Certificates and Confirmations
- ------------------------------
As sub-transfer agent for the Portfolio, AJCI maintains a share account
for each shareholder. Share certificates will not be issued. Quarterly account
statements will be sent to each shareholder. In addition, detailed
confirmations of each purchase or redemption are sent to each shareholder.
Annual confirmations are sent to each shareholder to report dividends paid
during that period.

HOW TO REDEEM SHARES

The Portfolio redeems shares at net asset value as determined at the
close of the day on which the Portfolio receives the redemption request.
Redemption requests must be received in proper form and can be made by written
request.

Written Requests
- ----------------
Shares may be redeemed by sending a written request to AJCI. Call toll-
free at 1-888-467-2284 for specific instructions before redeeming by letter.
The shareholder will be asked to provide in the request his or her name, the
Portfolio name, his or her account number, and the share or dollar amount
requested.

Signatures
- ----------
Shareholders requesting a redemption of $50,000 or more, a redemption of
any amount to be sent to an address other than that on record with AJCI, or a
redemption payable other than to the shareholder of record must have signatures
on written redemption requests guaranteed by:

-a trust company or commercial bank whose deposits are insured by the Bank
Insurance Fund ("BIF"), which is administered by the Federal Deposit
Insurance Corporation ("FDIC");

-a member of the New York, American, Boston, Midwest, or Pacific Stock
Exchange;

-a savings bank or savings and loan association whose deposits are insured
by the Savings Association Insurance Fund ("SAIF"), which is administered
by the FDIC; or

-any other "eligible guarantor institution," as defined in the Securities
Exchange Act of 1934.

The Portfolio does not accept signatures guaranteed by a notary public.

10
<PAGE>
Telephone Redemptions
- ---------------------
Shareholders who have so indicated on the application, or have subsequently
arranged in writing to do so, may redeem shares by instructing AJCI by
telephone. In order to arrange for redemption by wire or telephone after an
account has been opened, or to change the bank or account designated to receive
redemption proceeds, a written request, accompanied by a signature guarantee,
must be sent to AJCI at the address on the back of this prospectus.

Neither the Portfolio nor any of its service contractors will be liable for
any loss or expense in acting upon any telephone instructions that are
reasonably believed to be genuine. In attempting to confirm that telephone
instructions are genuine, the Portfolio will use such procedures as are
considered reasonable, including requesting a shareholder to correctly state
his or her Portfolio account number, the name in which his or her bank account
is registered, his or her banking institution, bank account number and the
name in which his or her bank account is registered. To the extent that the
Portfolio fails to use reasonable procedures to verify the genuineness of
telephone instructions, it and/or its service contractors may be liable for
any such instructions that prove to be fraudulent or unauthorized.

The Portfolio reserves the right to refuse a wire or telephone redemption
if it is believed advisable to do so. Procedures for redeeming Portfolio
shares by wire or telephone may be modified or terminated at any time by the
Portfolio.

The Portfolio and AJCI have adopted standards for accepting signature
guarantees from the above institutions. The Portfolio may elect in the future
to limit eligible signature guarantors to institutions that are members of a
signature guarantee program. The Portfolio and AJCI reserve the right to
amend these standards at any time without notice.

Receiving Payment
- -----------------
Normally, a check for the redemption proceeds is mailed within one business
day, but in no event more than seven calendar days after the receipt of a
proper written redemption request.

Accounts with Low Balances
- --------------------------
Due to the high cost of maintaining accounts with low balances, IMIT may
redeem shares in any account and pay the proceeds to the shareholder if the
balance falls below the required minimum of $5,000 due to shareholder
redemptions. This procedure would not apply, however, if the balance falls
below $5,000 solely because of a decline in the Portfolio's net asset value.

TRUST INFORMATION

Management of IMIT
- ------------------
Board of Trustees
IMIT is managed by a Board of Trustees. Trustees are responsible for
managing IMIT's business affairs and for exercising all IMIT's powers except
those reserved for the shareholders.

Investment Advisor
Jordan American Holdings, Inc., d/b/a Equity Assets Management (the
"Advisor") is the Portfolio's investment advisor. Subject to the authority of
the Board of Trustees, the Advisor is responsible for the overall management
of the Portfolio. The Advisor continually conducts investment research and
supervision for the Portfolio and is responsible for the purchase or sale of
portfolio securities for which it receives an annual fee from the Portfolio.

Advisory Fees
The Advisor receives an annual investment advisory fee equal to 1.25% of
the Portfolio's average daily net assets. Pursuant to the investment advisory
contract, the Advisor may voluntarily waive some or all of its fee. The
advisory fee is calculated daily and paid to the Advisor on a monthly basis.

11
<PAGE>
Advisor's Background
The Advisor is a professional investment manager and a registered
investment advisor, which was founded in 1972 under the name Equity Assets
Management, Inc. Jordan American Holdings, Inc. d/b/a Equity Assets Management,
is a publicly held company which trades under the symbol "JAHI". The Advisor's
principal place of business is located at 1875 Ski Time Square Drive, Suite
One, Steamboat Springs, Colorado 80487. In addition to advising the Portfolio,
the Advisor provides investment advisory services to individuals, corporations,
foundations, limited partnership, and individual retirement, corporate, and
group pension and profit-sharing plans. The Advisor currently has discretionary
management authority with respect to approximately $57 million in assets.

The Advisor serves as the investment advisor to the Portfolio under an
Investment Advisory Agreement with IMIT (the "Advisory Agreement"). The
Advisor makes investment decisions with respect to the assets of the Portfolio
and continuously reviews, supervises and administers the investment program of
the Portfolio, subject to the supervision of, and policies established by, the
Board of Trustees of IMIT. The following persons are responsible for the
day-to-day management of the Portfolio's investments:

W. Neal Jordan, Senior Portfolio Manager of Jordan American
Holdings, Inc., is the company's founder and has been Senior
Portfolio Manager since the company's inception in 1972.

Charles R. Clark, Senior Assistant Portfolio Manager of Jordan
American Holdings, Inc. since 1993, has been with the company since
1991. From October 1991 through the end of 1993, he was a
Technical Research Analyst for Jordan American Holdings, Inc.

Distribution of Shares
- ----------------------
IMPACT Financial Network, Inc. ("IFNI") is the principal distributor for
Shares of IMIT. IFNI is located at 1875 Ski Time Square Drive, Suite One,
Steamboat Springs, CO 80487. It is a Florida corporation organized on March 7,
1986, and is a wholly-owned subsidiary of Jordan American Holdings, Inc., the
Advisor. IFNI does not receive any fee or other compensation except as
described under "Plan of Distribution" below.

Plan Of Distribution
- --------------------
IMIT has adopted a plan of distribution ("Plan") on behalf of the Portfolio
pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended,
whereby it may reimburse IFNI or others for expenses actually incurred by IFNI
or others in the promotion and distribution of the shares of the Portfolio
("distribution expense") and servicing its shareholders by providing personal
services and/or maintaining shareholder accounts ("service fees").

The Portfolio reimburses IFNI and others for distribution expenses and
service fees at an annual rate of up to 1.00% (0.25% of which is a service fee)
payable on a monthly basis, of the Portfolio's aggregate average daily net
assets attributable to the Shares. Amounts paid under the Plan are paid to
IFNI to compensate it for the services provided and the expenses borne by IFNI
and others in the distribution of Shares. The Plan is designed to permit an
investor to purchase Shares without the assessment of a front-end sales load
and at the same time permit the distributor to compensate authorized dealers
with respect to such shares.

Other expenses of distribution and marketing in excess of the maximum
amounts permitted by the Plan per annum will be borne by IFNI and any amounts
paid for the above services will be paid pursuant to a servicing or other
agreement. The Plan also covers any payments made by the Portfolio, IFNI, the
Advisor, or other parties on behalf of the Portfolio, IFNI or the Advisor to the
extent such payments are deemed to be for the financing of any activity
primarily intended to result in the sale of Shares issued by the Portfolio
within the context of Rule 12b-1.

The Plan was approved by the Board, including a majority of the Trustees
who are not "interested persons" of IMIT as defined in the 1940 Act (and each
of whom has no direct or indirect financial interest in the Plan or any
agreement related thereto, referred to herein as the ("12b-1 Trustees"). The
Plan may be terminated at any time by the vote of the Board or the 12b-1
Trustees, or by the vote of a majority of the outstanding Shares of the
Portfolio.

While the Plan continues in effect, the selection of the 12b-1 Trustees is
committed to the discretion of such persons then in office. Although the Plan
may be amended by the Board of Trustees, any changes in the Plan which would
materially increase the amounts authorized to be paid under the Plan must be
approved by shareholders of the Portfolio. The total amounts paid under the
foregoing arrangements may not exceed the maximum limits specified above, and
the amounts and purposes of expenditures under the Plan must be reported to the
12b-1 Trustees quarterly. The amounts allowable under the Plan for the
Portfolio are also limited under certain rules of the National Association of
Securities Dealers, Inc.

12
<PAGE>
Administration of IMIT
- ----------------------
Administrative Services
IMPACT Administrative Services, Inc., 1875 Ski Time Square Drive, Suite
One, Steamboat Springs, CO 80487 ("IASI") is responsible for performing and
overseeing administrative, fund accounting, dividend disbursing and transfer
agent services provided to IMIT and the Portfolio. IASI provides these services
for a fee in an amount of $165.00 per account, per year. IASI is a wholly-owned
subsidiary of Jordan American Holdings, Inc., the Advisor.

IASI has subcontracted most of these services to Albert John & Company,
Inc. ("AJCI"), 616 W. Fifth Avenue, Suite 204, McKeesport, PA 15132. IASI
pays AJCI for its services from the $165.00 per account fee received by IASI.

AJCI collects the administrative fee, after receipt of authorization by
IASI, by redeeming the relevant number of shares at the net asset value of
shares on the last day of each month. The monthly administrative fee is
calculated, by dividing the annual fee of $165 by 365 days, and multiplying the
result by the number of days the shareholder owned shares of the Portfolio
during the applicable month. For purposes of collecting the fee, AJCI redeems
in fractional shares to three decimal places.

Custodian
The custodian for the securities and cash of IMIT is Fifth Third Bank,
38 Fountain Square Plaza, Cincinnati, OH 45263. The Custodian's fee is paid
by IASI from its administrative services fee.

Transfer Agent and Dividend Disbursing Agent
IASI also serves as transfer agent and dividend disbursing agent for the
Shares of the Portfolio, and also has subcontracted most of these services to
AJCI. IASI and AJCI provide these services for an annual fee which is included
in the $165 annual administrative fee paid to IASI for its administrative
services.

Independent Auditors
The independent auditors for the Portfolio are Arthur F. Bell, Jr. &
Associates, L.L.C., Heaver Plaza, Suite 200, 1301 York Road, Lutherville,
MD 21093.

13
<PAGE>
Year 2000
- ---------
The services provided to the Portfolio and its shareholders by the Adviser,
IFNI, IASI, AJCI and the Custodian depend on the smooth functioning of their
computer systems and those of their outside service providers. Many computer
software systems in use today cannot distinguish the year 2000 from the year
1900 because of the way dates are encoded and calculated. Such event could
have a negative impact on handling securities trades, payments of interest and
dividends, pricing and account services. Although, at this time, there can be
no assurance that there will be no adverse impact on the Portfolio, the Adviser,
IFNI, IASI, AJCI and the Custodian have advised the Fund that they have been
actively working on necessary changes to their computer systems to prepare for
the year 2000 and expect that their systems, and those of their outside service
providers, will be adapted in time for that event.

Expenses of the Portfolio
- -------------------------
The expenses paid directly by the Portfolio are limited to: (a) management
fees; (b) broker's commissions, mark-ups and mark-downs and any issue or
transfer taxes chargeable to the Portfolio in connection with its securities
transactions; (c) interest; and (d) all taxes and corporate fees payable by the
Portfolio to governmental agencies. Otherwise, the Portfolio's expenses are
covered under the $165.00 per account administrative fee and include, but are
not limited to, the following: (a) fees and expenses of the Portfolio's legal
counsel and independent accountants; (b) the fees of any trade association of
which the Portfolio is a member; (c) amortization and reimbursements of the
organization expenses of the Portfolio and the fees and expenses involved in
registering and maintaining registration of the Portfolio and its shares with
the U.S. Securities and Exchange Commission, and the preparation and printing
of the Portfolio's registration statements and prospectuses for such purposes;
(d) allocable communications expenses with respect to investor services and all
expenses of shareholders and trustee meetings and of preparing, printing and
mailing prospectuses and reports to shareholders; (e) litigation and
indemnification expenses and other extraordinary expenses not incurred in the
ordinary course of the Portfolio's business; (f) state filing fees; and
(g) compensation for employees of the Portfolio.

14
<PAGE>
Brokerage Transactions
- ----------------------
The Advisor makes decisions on portfolio transactions and selects
brokers. When selecting brokers to handle the purchase and sale of portfolio
instruments, the Advisor looks for prompt execution of the order at a
favorable price. The Advisor may give consideration to those firms which have
sold or are selling Shares of the Portfolio. It is anticipated that the
majority of brokerage transactions will be effected through IFNI, a wholly-
owned subsidiary of the Advisor. IFNI will receive brokerage commissions for
effecting securities transactions.

THE TRUST

General Information
- -------------------
IMIT is a Massachusetts business trust. The Shares offered by this
prospectus are shares of the Impact Management Growth Portfolio. IMIT intends
to offer other portfolios from time to time. All consideration received by IMIT
for shares of any portfolio and all assets of each portfolio belong only to
that portfolio and would be subject to only the liabilities related thereto.

Voting Rights
- -------------
Each share of the Portfolio gives the shareholder one vote in Trustee
elections and all other matters submitted to shareholders for a vote. All
shares in IMIT have equal voting rights. If and when IMIT creates other
portfolios, shares in any such portfolios will also be able to vote in elections
of Trustees and in certain trust matters. Only holders of shares of a
portfolio will be able to vote on matters relating solely to that portfolio.

As a Massachusetts business trust, IMIT is not required to hold annual
shareholder meetings, and does not intend to hold annual meetings.

Trustees may be removed by the Board of Trustees or by shareholders at a
special meeting. A special meeting of shareholders may be called by the Board
of Trustees at any time and will be called by Trustees upon the written request
of shareholders owning at least 10% of IMIT's outstanding shares of all series
entitled to vote.

15
<PAGE>
Massachusetts Partnership Law
- -----------------------------
Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for obligations of IMIT. To protect its
shareholders, IMIT has filed legal documents with Massachusetts that expressly
disclaim the liability of its shareholders for acts or obligations of IMIT.
These documents require notice of this disclaimer to be given in each agreement,
obligation, or instrument IMIT or its Trustees enter into or sign.

In the unlikely event that a shareholder is held personally liable for
IMIT's obligations, IMIT is required by its Declaration of Trust to use its
property to protect or compensate the shareholder. On request, IMIT will defend
any claim made and pay any judgment against a shareholder for any act or
obligation of IMIT. Therefore, financial loss resulting from liability as a
shareholder will occur only if IMIT itself cannot meet its obligations to
indemnify shareholders and pay judgments against them.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends and Distributions
- ---------------------------
Substantially all of the net investment income and capital gains of the
Portfolio is distributed by IMIT at least annually.

Shareholders automatically receive all dividends and capital gain
distributions in additional shares at the net asset value determined on the
next Business Day after the record date, unless the shareholder has elected to
take such payment in cash. Shareholders may receive payments for cash
distributions in the form of a check.

Dividends and distributions of the Portfolio are paid on a per share basis.
The value of each share will be reduced by the amount of the payment. If shares
are purchased shortly before the record date for a dividend or distribution of
capital gains, a shareholder will pay the full price for the shares and receive
some portion of the price back as a taxable dividend or distribution.

Federal Income Tax
- ------------------
The following summary of federal income tax consequences is based on
current tax laws and regulations, which may be changed by legislative, judicial
or administrative action. No attempt has been made to present a detailed
explanation of the federal, state or local income tax treatment of IMIT or its
shareholders. Accordingly, you are urged to consult your tax Advisors
regarding specific questions as to federal, state and local income taxes. See
also the Statement of Additional Information.

Tax Status of IMIT
Each Portfolio (to the extent there is more than one) will be treated as
a separate entity for federal income tax purposes and is not combined with
IMIT's other portfolios. IMIT intends to qualify or to continue to qualify for
the special tax treatment afforded regulated investment companies as defined
under Subchapter M of the Internal Revenue Code of 1986, as amended. Provided
that IMIT qualifies for this special tax treatment, it will be relieved of
federal income tax on that part of its net investment income and net capital
gain (the excess of net long-term capital gain over net short-term capital
loss) which it distributes to shareholders.

Tax Status of Distributions
IMIT will distribute all of its net investment income (including, for this
purpose, net short-term capital gain) to shareholders. Dividends from net
investment income will be taxable to shareholders as ordinary income whether
received in cash or in additional shares. Distributions from net investment
income will qualify for the dividends-received deduction for corporate
shareholders only to the extent such distributions are derived from dividends
paid by domestic corporations. It can be expected that only certain dividends
of the Portfolio will qualify for that deduction. Any net capital gains will
be distributed annually and will be taxed to shareholders as long-term capital
gains, subject to certain limitations regardless of how long the shareholder
has held shares and regardless of whether the distributions are received in
cash or in additional shares. IMIT will make annual reports to shareholders of
the federal income tax status of all distributions, including the amount of
dividends eligible for the dividends-received deduction.

Certain securities purchased by the Portfolio may be sold with original
issue discount and thus would not make periodic cash interest payments. If the
Portfolio acquired such securities, it would be required to include as part of
its current net investment income the accrued discount on such obligations for
purposes of the distribution requirement even though the portfolio has not
received any interest payments on such obligations during that period. Because
the Portfolio distributes all of its net investment income to its shareholders,
the Portfolio may have to sell portfolio securities to distribute such accrued
income, which may occur at a time when the Advisor would not have chosen to
sell such securities and which may result in taxable gain or loss.

Income received on direct U.S. obligations is exempt from income tax at
the state level when received directly by the Portfolio and may be exempt,
depending on the state, when received by a shareholder as income dividends from
the Portfolio provided certain state-specific conditions are satisfied. Not
all states permit such income dividends to be as exempt and some require that a
certain minimum percentage of an investment company's income be derived from
state tax-exempt interest. The Portfolio will inform shareholders annually of
the percentage of income and distributions derived from direct U.S. obligations.
You should consult your tax Advisor to determine whether any portion of the
income dividends received from the Portfolio is considered tax exempt in your
particular state.

Tax Treatment of Transactions.
Each sale or redemption of the Portfolio's shares is a taxable event to
the shareholder. Shareholders are urged to consult their own tax Advisors
regarding the status of their accounts under state and local tax laws.

16
<PAGE>
PERFORMANCE ADVERTISING

From time to time, the Portfolio may advertise its total return. These
figures will be based on historical earnings and are not intended to indicate
future performance. No representations can be made regarding actual future
returns.

Total return represents the change, over a specific period of time, in the
value of an investment in the Portfolio after reinvesting all income and capital
gains distributions. It is calculated by dividing that change by the initial
investment and is expressed as a percentage.

From time to time, advertisements for the Portfolio may refer to ratings,
rankings, and other information in certain financial publications and/or
compare the performance of the Portfolio to certain indices.

17
<PAGE>
Account Application:

IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
ACCOUNT APPLICATION

1. ACCOUNT REGISTRATION (Please print or type):
Please check ONE type of account and complete the mailing address section
below:

___ Individual ________________________________________________________________
Owner's Name (First Middle, Last)

___ Joint* ________________________________________________________________
Joint Owner's Name (First, Middle, Last)
* Joint Tenants with right of Survivorship, unless otherwise
indicated

___ Uniform Gifts/ __________________________________________________________
Transfers to Custodian's Name (only one permitted)
Minors+
(UGMA/TJTMA) __________________________________________________________
Minor's Name Date of Birth State of UGMA/UTMA
(only one permitted)
+ Minor's social security number must be indicated below.

___ Trust ________________________________________________________________
Name of Trustee(s)
________________________________________________________________
Name of Trust Date of Trust

___ Corporation or ___________________________________________________________
Other Entity Name of Corporation or other entity State and
Type of Organization

Taxpayer Identification Number:________________________________________________
Social Security Number or
Employer Identification Number

2. MAILING ADDRESS:___________________________________________________________
Street Address
___________________________________________________________
City State Zip Code
___________________________________________________________
Day time Phone Evening Phone

3. DISTRIBUTIONS (if no election is checked the SHARE OPTION will be assigned).

___ SHARE OPTION - Income distributions and capital gains distributions
automatically reinvested in additional shares.
___ INCOME OPTION - Income distributions and short term capital gains
distributions paid when declared to shareholder by check, long term capital
gains distributions reinvested in additional shares.
___ PAYMENT OPTION - Income distributions and capital gains distributions paid
when declared to shareholder by check.
<PAGE>
4. INITIAL INVESTMENT
For information on how to purchase shares, please refer to "How to Purchase
Shares" in the prospectus. The minimum initial investment for the Impact
Management Growth Portfolio is $5,000.00. Subsequent investments must be in
amounts of at least $1,000.00. There is no minimum investment or subsequent
investment requirement for qualified retirement plans (not including individual
retirement accounts). Shares are sold at net asset value without any sales
load. A check made payable to IMPACT MANAGEMENT GROWTH PORTFOLIO in an amount
equal to or greater than the stated minimum initial investment must accompany
this application.

Initial Investment Accompanying this Application: $____________________________

5. SIGNATURES (all account owners must sign)

By signing below:

I certify that I have received and read the Portfolio's current Prospectus,
that I am of legal age, and that have full authority and legal capacity for
myself or the organization named below, to make this investment and to use the
options selected above.

I authorize the Trust and the Portfolio to act upon my instructions (by phone,
in writing or otherwise) believed to be genuine and in accordance with the
procedures described in the prospectus for this account. I agree that neither
the Trust nor the transfer agent will be liable for any loss, cost or expense
for acting on such instructions. The Trust will employ reasonable procedures
to confirm that instructions communicated by telephone are genuine. To the
extent that the Trust does not follow its procedures, it may be liable for
losses due to unauthorized or fraudulent instructions.

Under penalty of perjury, I certify that:

The Taxpayer Identification Number shown on this application is correct.

I am not subject to back-up withholding because (a) I am exempt from back-up
withholding under the provisions of section 3408(a)(1)(c) of the Internal
Revenue Code or (b) I have not been notified that I am subject to back-up
withholding as a result of a failure to report all interest or dividends or
(c) the Internal Revenue Service has notified me that I am no longer subject to
back-up withholding.

A Taxpayer Identification Number has not been issued to me and I have mailed
or delivered an application to receive the Taxpayer Identification Number to
the Internal Revenue Service Center of Social Security Administration Office.
I understand that if I do not provide the Taxpayer Identification Number within
60 days that 20% of all reportable payments will be withheld until I provide
the number.

__________________________________________ ________________________________
Signature of Individual Owner, Corporation Signature of Joint Owner
Officer, Trustee, etc. (if Any), Title

__________________________________________
Title of Corporate Officer, Trustee etc.

NOTE: Corporations, trusts and other organizations must complete the resolution
form on the following page.
<PAGE>
RESOLUTIONS
(This section to be completed by Corporations, Trusts and Other Organizations)

RESOLVED: That this corporation or organization become a shareholder of
IMPACT MANAGEMENT GROWTH PORTFOLIO (the "Portfolio"), a portfolio of IMPACT
MANAGEMENT INVESTMENT TRUST (the "Trust") and that ____________________________
is (are) hereby authorized to complete and execute the Application on behalf of
the corporation or organization and to take any action for it as may be
necessary or appropriate with respect to its shareholder account with the Trust.

Certificate

I hereby certify that the foregoing resolutions are in conformity with the
Charter and By-Laws or other empowering documents of ________________________ ,
(Name of Organization)
Incorporated or formed under the laws of ____________ and were adopted at a
(State)
meeting of the Board of Directors or Trustees of the organization or corporation
duly called and held on _______________________ at which a quorum was present
(Date)
and acting throughout, and that the same are now in full force and effect.

I further certify that the following is (are) duly elected officer(s) of
the corporation or organization, authorized to act in accordance with the
foregoing resolutions.

Name Title

______________________________________ __________________________________

Witness my hand and seal of the corporation or organization this ___ day of
_____________________, 19___.

______________________________________ __________________________________
* Secretary Clerk Other Authorized officer
(if required)

* If the Secretary or other recording officer is authorized to act by the above
resolutions, this certificate must also by signed by another officer.
<PAGE>
FOR OFFICIAL USE ONLY

Address:_______________________________________________________________________
Rep. Phone No.:________________________________________________________________
Rep. Fax No.:__________________________________________________________________
Rep. Name & No.:_______________________________________________________________
(Please Print)
Rep. Signature:________________________________________________________________
- -------------------------------------------------------------------------------
Date Received:_________________________________________________________________
Suitability Questionnaire Approved By:_________________________________________
Date Processed:________________________________________________________________
Account Number:________________________________________________________________

IMPACT MANAGEMENT GROWTH PORTFOLIO
1875 SKI TIME SQUARE DRIVE
SUITE ONE
STEAMBOAT SPRINGS, CO 80487
TOLL FREE 1-888-467-2284
<PAGE>
IRA Account Application:

IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
INDIVIDUAL RETIREMENT ACCOUNT APPLICATION

INSTRUCTIONS

1. Complete the following and sign: 2. To transfer your IRA account
Application, and Beneficiary from another institution or broker,
Beneficiary Designation Form please complete the enclosed
Transfer Form.

3. Make all checks for contributions payable to:
IMPACT MANAGEMENT GROWTH PORTFOLIO
(Please write the contribution year on the face of the check.)

- -------------------------------------------------------------------------------

FULL NAME (Herein after called the Participant)

Please Print __________________________________________________________________

2. MAILING ADDRESS:__________________________________________________________
___ Home Street Address

___ Office __________________________________________________________
City State Zip Code
___ P. 0. Box
__________________________________________________________
Day time Phone Evening Phone

- -------------------------------------------------------------------------------

3. EMPLOYER/BUSINESS INFORMATION

__________________________________________________________________________
Employer/Business Name

__________________________________________________________________________
Occupation (Optional)

__________________________________________________________________________
Address

__________________________________________________________________________
City/State/Zip Code

- -----------------------------------------------------------------------------
<PAGE>
4. TELEPHONE NUMBER
__________________________________________________________________________
Primary Number Secondary Number

5. PARTICIPANT HISTORY
__________________________________________________________________________
Social Security Number
__________________________________________________________________________
Date of birth
__________________________________________________________________________
Citizen of

- -----------------------------------------------------------------------------

6. BANK REFERENCE
__________________________________________________________________________
Name of Bank Address Account Number

- -----------------------------------------------------------------------------

7. OTHER IMPACT MANAGEMENT GROWTH PORTFOLIO ACCOUNTS
__________________________________________________________________________
Account Numbers

- -----------------------------------------------------------------------------

8. AFFILIATIONS

If you are affiliated with or employed by a securities exchange, association
or a corporation controlled by one, or a broker/dealer, please specify the
company.

_______________________________________________________________________________
Company Name Street Address City State Zip Code

- -----------------------------------------------------------------------------

9. TYPE OF ACCOUNT - Select One (A, B, C or D)
A. ___ Standard (Accumulation) IRA ___ Spousal IRA
___ Guardian IRA ___ Beneficiary IRA
(A separate Agreement and account number are required for each account).

Attached is a check for $____________________ payable to IMPACT MANAGEMENT
GROWTH PORTFOLIO. Total annual contribution may be 100% of compensation
includable in gross income or earned income, not to exceed $2,000.
<PAGE>
B. Transfer of existing: ___ IRA or ___ IRA Rollover (Please check one)
directly from previous Custodian or Trustee:

C. ___ IRA Rollover - (please check the applicable box)
___ 1. The check for $___________________ payable to IMPACT MANAGEMENT
GROWTH PORTFOLIO is being deposited as a rollover contribution
which was withdrawn from another IRA, no more than 60 days ago.
___ 2. The check for $___________________ payable to IMPACT MANAGEMENT
GROWTH PORTFOLIO, or the customer, is a Direct Transfer Rollover
from a qualified, employer sponsored retirement plan, 401(k), or
pension plan.

Name and address of company distributing the proceeds:
_______________________________________________________________________________
_______________________________________________________________________________
Approximate total value of proceeds being rolled over to IMPACT MANAGEMENT
GROWTH PORTFOLIO is $_______________________.

* I understand that if I make any contribution to the funds rolled over from a
qualified plan, or otherwise commingle rollover amounts with accumulation
amounts, I will have relinquished the right to ultimately roll over the funds
distributed to me to another qualified plan.

D. ___ SEP Provision - Check here if the Participant intends to use this
Account in connection with a Simplified Employee Pension Plan ("SEP")
as described in Section 408(k) of the Internal Revenue Code. Under a
Simplified Employee Pension ("SEP"), an individual's employer may
contribute under this Agreement on behalf of such individual an amount
not in excess of the sum of the lesser of 15% of such individual's
Compensation under Code section 402(b) and $30,000, as adjusted for
cost-of-living adjustments under Code section 415(d). Contributions
under a salary reduction SEP are limited to $9,500 per year for
contributions made for tax year 1997 and subsequent years or, if
greater, the Code section 402(g) limit then in effect. No Employer
may establish a salary reduction SEP on or after January 1, 1997.
However, Employees may continue to elect to have the Employer make
salary reduction contributions if the terms of the salary reduction
SEP on December 31, 1996, provide for salary reduction elections.
Employees hired after 1996 may also participate in such a salary
reduction SEP.

* An employer must complete IRS Form 5305-SEP to establish a SEP plan. The
form does not have to be filed with the IRS, but an original copy must be kept
for your records.

Participant Authorization
- -------------------------
I understand that I do not have the right to direct the investment and
reinvestment of the contributions to my Account and that all investment
decisions will be made by Jordan American Holdings, Inc., the Portfolio's
Advisor.

Additional Information
- ----------------------
In the case of a Rollover IRA or a Combination IRA, Participant certifies
that contribution does not include any employee contributions to any qualified
plan (other than accumulated deductible employee contributions); that, with
respect to a Rollover from another IRA, any assets which the Custodian agrees
to accept as a transfer in kind by the Participant are the same assets received
by the Participant in the distribution now being rolled over; if the
distribution is from an IRA, that no rollover into such IRA has been made within
the one-year period immediately proceeding this rollover; and that such
distribution was received within 60 days of making the rollover to the Account.
- -----------------------------------------------------------------------------
<PAGE>
10. INITIAL INVESTMENT

For information on how to purchase shares, please refer to "How to Purchase
Shares" in the prospectus. The minimum initial investment for the Impact
Management Growth Portfolio is $5,000.00. Subsequent investments must be in
amounts of at least $1,000.00. There is no minimum investment or subsequent
investment requirement for qualified retirement plans (this does not include
individual retirement accounts). Shares are sold at net asset value without
any sales load. A check made payable to IMPACT MANAGEMENT GROWTH PORTFOLIO in
an amount equal to or greater than the stated minimum initial investment must
accompany this application.

Initial Investment Accompanying this Application: $__________________________

- -----------------------------------------------------------------------------

[The remainder of this page has been intentionally left blank]

<PAGE>
11. SIGNATURES (all account owners must sign)

By signing below:

I certify that I have received and read the Portfolio's current Prospectus,
that I am of legal age, and that I have full authority and legal capacity for
myself or the organization named below, to make this investment and to use the
options selected above.

Under penalty of perjury, I certify that:

The Taxpayer Identification Number shown on this application is correct.

Signature of Participant ____________________________ Date __________________

- -----------------------------------------------------------------------------

FOR OFFICIAL USE ONLY

- -----------------------------------------------------------------------------

Date Received:_________________________________________________________________
Suitability Questionnaire Approved By:_________________________________________
Date Processed:________________________________________________________________
Account Number:________________________________________________________________
<PAGE>
BENEFICIARY DESIGNATION FORM

ACCOUNT HOLDER'S NAME: _______________________ ACCOUNT NUMBER:_________________
(Please Print)

_____________________________________________________________________________

MARITAL STATUS: ___ Married ___ Single (NOTE: Spousal consent may be
required. See below.) In the event of my death, I have designated the
following person(s) as Primary Beneficiary(ies) to receive the payment of the
value of my IRA in equal proportions unless specific written instructions state
differently:

PRIMARY BENEFICIARY OR BENEFICIARIES:
Social
Date of Security
Name Sex Relationship Birth No. Address Percentage

_______________________________________________________________________________

Special Instructions:__________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
If none of the above-named Primary Beneficiaries survives me, I designate the
following person(s) as Contingent Beneficiary(ies) to receive payment of the
value of my IRA in equal proportions unless specific written instructions state
differently:

CONTINGENT BENEFICIARY OR BENEFICIARIES:
Social
Date of Security
Name Sex Relationship Birth No. Address Percentage

_______________________________________________________________________________

Special Instructions:__________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
<PAGE>
SPOUSAL CONSENT

If you are married, and reside in a community property or marital property
state and you designate someone other than your spouse as your sole primary
beneficiary, your spouse must sign below, and if required in your state, have
the signature witnessed by a Notary Public.

I am the spouse of the above-named Participant. I acknowledge that I have
received a fair and reasonable disclosure of my spouse's property and financial
obligations. Due to the important tax consequences of giving up my interest
in this IRA, I have been advised to see a tax professional. I hereby give the
Participant any interest that I may have in and to the funds deposited in this
IRA and consent to the beneficiary designation(s) indicated above. I assume
full responsibility for any adverse consequences that may result. No tax or
legal advice was given to me by Impact Management Investment Trust or its
representatives.

_________________________________________________ ________________________
Signature of Spouse Date
(if required in Community or Marital Property State)

Notary Acknowledgment (if required)
Sworn to and Subscribed, before, the undersigned officer, a Notary Public, on
this ___ day of ___________, 19___.

______________________________________
SEAL Notary Public

My Commission Expires:________________

I understand that the Beneficiaries named herein may be changed or revoked by
me at any time by filing a new designation in writing with the Trust on a form
acceptable to it.

_____________________________________________ ___________________________
Signature of Participant Date
<PAGE>
IMPACT MANAGEMENT INVESTMENT TRUST

Impact Management Growth Portfolio
1875 Ski Time Square Drive, Suite One
Steamboat Springs, CO 80487

Investment Advisor
Jordan American Holdings, Inc.
d/b/a Equity Assets Management
1875 Ski Time Square Drive, Suite One
Steamboat Springs, CO 80487

Distributor
IMPACT Financial Network, Inc.
1875 Ski Time Square Drive, Suite One
Steamboat Springs, CO 80487

Administrator, Transfer Agent and Dividend Disbursing Agent
IMPACT Administrative Services, Inc.
1875 Ski Time Square Drive, Suite One
Steamboat Springs, CO 80487

Sub-Administrator, Sub-Transfer Agent and Sub-Dividend Disbursing Agent
Albert John & Company, Inc.
616 W. Fifth Avenue
Suite 204
McKeesport, PA 15132

Custodian
The Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, OH 45263

Independent Auditors
Arthur F. Bell, Jr. & Associates, L.L.C.
Heaver Plaza, Suite 200
1301 York Road
Lutherville, MD 21093

Legal Counsel
Pepper Hamilton LLP
3000 Two Logan Square
Philadelphia, PA 19103-7098

<PAGE> IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO

STATEMENT OF ADDITIONAL INFORMATION

November 30, 1998

Impact Management Growth Portfolio (the "Portfolio") is a diversified
portfolio of Impact Management Investment Trust ("IMIT"). IMIT is an open-end,
management investment company that offers a means of investing in professionally
managed portfolios of securities. This Statement of Additional Information is
not a prospectus, but supplements and should be read in conjunction with the
prospectus for Impact Management Growth Portfolio dated November 30, 1998. To
receive a copy of the prospectus, write or call the Portfolio's sub-
administrator, toll-free, at 1-888-467-2284. Retain this Statement of
Additional Information for future reference.

<PAGE>
TABLE OF CONTENTS
Page

GENERAL INFORMATION ABOUT THE TRUST. . . . . . . . . . . . . . . . . 1

INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . . . . . . 1

TYPES OF INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . 1

RESTRICTED SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . 1

TEMPORARY INVESTMENTS. . . . . . . . . . . . . . . . . . . . . . . . 1
Money Market Instruments. . . . . . . . . . . . . . . . . . . . 2
U.S. Government Obligations . . . . . . . . . . . . . . . . . . 2

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. . . . . . . . . . . . 3

LENDING OF PORTFOLIO SECURITIES. . . . . . . . . . . . . . . . . . . 3

REPURCHASE AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . . . 4

PORTFOLIO TURNOVER . . . . . . . . . . . . . . . . . . . . . . . . . 4

INVESTMENT LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . 4
Concentration Of Investments. . . . . . . . . . . . . . . . . . 4
Investing In Real Estate. . . . . . . . . . . . . . . . . . . . 4
Buying On Margin. . . . . . . . . . . . . . . . . . . . . . . . 5
Selling Short . . . . . . . . . . . . . . . . . . . . . . . . . 5
Issuing Senior Securities And Borrowing Money . . . . . . . . . 5
Lending Cash Or Securities. . . . . . . . . . . . . . . . . . . 5
Underwriting. . . . . . . . . . . . . . . . . . . . . . . . . . 5
Investing In Minerals . . . . . . . . . . . . . . . . . . . . . 5
Commodities or Commodity Contracts. . . . . . . . . . . . . . . 5
Diversification Of Investments. . . . . . . . . . . . . . . . . 6
Investing In Illiquid Securities. . . . . . . . . . . . . . . . 6
Investing In Issuers Whose Securities Are Owned By Officers And
Trustees Of IMIT. . . . . . . . . . . . . . . . . . . . . . . 6
Pledging Assets . . . . . . . . . . . . . . . . . . . . . . . . 6
Acquiring Securities. . . . . . . . . . . . . . . . . . . . . . 6
i
<PAGE>
IMPACT MANAGEMENT INVESTMENT TRUST MANAGEMENT. . . . . . . . . . . . 8

TRUST OWNERSHIP. . . . . . . . . . . . . . . . . . . . . . . . . . . 9

TRUSTEES' AND OFFICERS' COMPENSATION . . . . . . . . . . . . . . . . 9

TRUSTEE LIABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . 9

INVESTMENT ADVISORY SERVICES . . . . . . . . . . . . . . . . . . . . 9
Advisor To The Portfolio. . . . . . . . . . . . . . . . . . . . 9
Advisory Fees . . . . . . . . . . . . . . . . . . . . . . . . . 10

DISTRIBUTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . 10
Distribution Plan . . . . . . . . . . . . . . . . . . . . . . . 10

ADMINISTRATIVE SERVICES, TRANSFER AGENT ANDDIVIDEND DISBURSING AGENT 12

BROKERAGE TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . 12

PURCHASING SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . 13

REDEEMING SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . 13

REDEMPTION IN KIND . . . . . . . . . . . . . . . . . . . . . . . . . 13

TAX STATUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
The Trust's Tax Status. . . . . . . . . . . . . . . . . . . . . 13
Shareholders' Tax Status. . . . . . . . . . . . . . . . . . . . 14
Capital Gains . . . . . . . . . . . . . . . . . . . . . . . . . 14

TOTAL RETURN . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

PERFORMANCE COMPARISONS. . . . . . . . . . . . . . . . . . . . . . . 15

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . 15

ii
<PAGE>
GENERAL INFORMATION ABOUT THE TRUST

Impact Management Growth Portfolio (the "Portfolio") is a portfolio of
Impact Management Investment Trust ("IMIT"). IMIT was established as a
Massachusetts business trust under a Declaration of Trust dated December 18,
1996. IMIT is an open-end investment company. As of the date of this
Statement of Additional Information, IMIT consists of only one portfolio, the
Impact Management Growth Portfolio, and offers only one class of shares.

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Portfolio is to provide capital
appreciation principally through investing in equity securities of small and
medium market capitalization companies. Normally, the Portfolio will be as
fully invested as practicable in common stocks and securities convertible into
common stocks of such companies, but may also invest up to 5% of its assets in
warrants to purchase common stocks. The investment objective cannot be changed
without approval of shareholders. While there is no assurance that the
Portfolio will achieve its investment objective, it endeavors to do so by
following the investment policies described below and in the Prospectus.
Unless indicated otherwise, the investment policies of the Portfolio may be
changed by the Board of Trustees without the approval of shareholders.
Shareholders will be notified before any material changes in these policies
become effective.

TYPES OF INVESTMENTS

The Portfolio invests primarily in equity securities of small and medium
sized companies (market capitalization or annual revenue up to $5 billion)
which, in the view of the Advisor, have prospects for above-average growth in
earnings and potential for significant capital appreciation. These securities
are selected by the Advisor on the basis of traditional and proprietary
research techniques, including assessment of earnings prospects and of the risk
and volatility of each company's business. However, the Portfolio may invest
in larger capitalization companies from time to time when the Advisor deems it
appropriate.

RESTRICTED SECURITIES

The Portfolio expects that any restricted securities acquired would be
either from institutional investors who originally acquired the securities in
private placements or directly from the issuers of the securities in private
placements. Restricted securities and other securities that are not readily
marketable may sell at a discount from the price they would bring if freely
marketable.

TEMPORARY INVESTMENTS

The Portfolio may also invest in the following temporary investments from
time to time for defensive purposes:

1
<PAGE>
Money Market Instruments
- ------------------------
The Portfolio may invest in the following money market instruments:

-instruments of domestic and foreign banks and savings and loans if they
have capital, surplus, and undivided profits of over $100,000,000, or if
the principal amount of the instrument is insured in full by the Bank
Insurance Fund, which is administered by the Federal Deposit Insurance
Corporation ("FDIC"), or the Savings Association Insurance Fund, which is
administered by the FDIC; and

-prime commercial paper (rated A-1 by Standard and Poor's Ratings Group,
Prime-1 by Moody's Investors Service, Inc., or F-1 by Fitch Investors
Service, Inc.).

U.S. Government Obligations
- ---------------------------
The types of U.S. government obligations in which the Portfolio may
invest generally include direct obligations of the U.S. Treasury (such as U.S.
Treasury bills, notes, and bonds) and obligations issued or guaranteed by U.S.
government agencies or instrumentalities. These securities are backed by:

-the full faith and credit of the U.S. Treasury;

-the issuer's right to borrow from the U.S. Treasury;

-the discretionary authority of the U.S. government to purchase certain
obligations of agencies or instrumentalities; or

-the credit of the agency or instrumentality issuing the obligations.

Examples of agencies and instrumentalities which may not always receive
financial support from the U.S. government are:

-Federal Farm Credit Banks;

-Federal Home Loan Banks;

-Federal National Mortgage Association;

-Student Loan Marketing Association; and

-Federal Home Loan Mortgage Corporation.

2
<PAGE>
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

The Portfolio may purchase and sell securities on a "when issued" or
"delayed delivery" basis. "When-issued" refers to securities whose terms and
indenture are available, and for which a market exists, but which are not
available for immediate delivery. When-issued transactions may be expected to
occur a month or more before delivery is due. Delayed delivery is a term used
to describe settlement of a securities transactions in the secondary market
which will occur sometime in the future. No payment or delivery is made by
the Portfolio until it receives payment or delivery from the other party to
any of the above transactions. It is possible that the market price of the
securities at the time of delivery may be higher or lower than the purchase
price. The Portfolio will maintain a separate account of cash or liquid
securities at least equal to the value of purchase commitments until payment
is made. Typically, no income accrues on securities purchased on a delayed
delivery basis prior to the time delivery is made although the Portfolio may
earn income on securities it has deposited in a segregated account.

The Portfolio may engage in these types of purchases in order to buy
securities that fit with its investment objectives at attractive prices - not
to increase its investment leverage. The Portfolio does not intend to engage
in when-issued and delayed delivery transactions to an extent that would cause
the segregation of more than 20% of the total value of its assets.

LENDING OF PORTFOLIO SECURITIES

The Portfolio may lend its investment securities to qualified brokers,
dealers, domestic and foreign banks or other financial institutions, so long
as the terms, the structure and the aggregate amount of such loans are not
inconsistent with the Investment Company Act of 1940, as amended (the "1940
Act") or the Rules and Regulations or interpretations of the Securities and
Exchange Commission (the "SEC") thereunder, which currently require that
(a) the borrower pledge and maintain with the Portfolio collateral consisting
of cash, an irrevocable letter of credit issued by a domestic U.S. bank or
securities issued or guaranteed by the United State Government having a value
at all times not less than 100% of the value of the securities loaned, (b) the
borrower add to such collateral whenever the price of the securities loaned
rises (i.e., the borrower "marks to the market" on a daily basis), (c) the loan
be made subject to termination by the Portfolio at any time, and (d) the
Portfolio receives reasonable interest on the loan (which may include the
Portfolio investing any cash collateral in interest bearing short-term
investments). As with other extensions of credit, there are risks of delay in
recovery or even loss of rights in the securities loaned if the borrower of
the securities fails financially. These risks are similar to the ones
involved with repurchase agreements as discussed below. The Portfolio does
not have the right to vote securities on loan, but would terminate the loan and
regain the right to vote if that were considered important with respect to the
investment of the Portfolio in the securities on loan. It is anticipated that
the Portfolio will not engage in the lending of its portfolio securities.

3
<PAGE>
REPURCHASE AGREEMENTS

The Portfolio may invest in repurchase agreements collateralized by U.S.
Government securities, certificates of deposit, and certain bankers'
acceptances and other securities outlined above under "Temporary Investments."
In a repurchase agreement, the Portfolio buys a security and simultaneously
commits to sell that security back at an agreed upon price plus an agreed upon
market rate of interest. Under a repurchase agreement, the seller is required
to maintain the value of securities subject to the agreement at not less than
100% of the repurchase price. The value of the securities purchased will be
evaluated daily, and the Advisor will, if necessary, require the seller to
maintain additional securities to ensure that the value is in compliance with
the previous sentence. The use of repurchase agreements involves certain risks.
For example, a default by the seller of the agreement may cause the Portfolio
to experience a loss or delay in the liquidation of the collateral securing
the repurchase agreement. The Portfolio might also incur disposition costs
in liquidating the collateral. While the Portfolio's management acknowledges
these risks, it is expected that they can be controlled through stringent
security selection criteria and careful monitoring procedures. The Portfolio
will only enter into repurchase agreements with banks and other recognized
financial institutions, such as broker/dealers, which are found by the
Portfolio's investment advisor to be creditworthy pursuant to guidelines
established by the Board of Trustees (the "Trustees").

PORTFOLIO TURNOVER

Although the Portfolio does not intend to invest for the purpose of seeking
short-term profits, securities in its portfolio will be sold whenever the
Advisor believes it is appropriate to do so in light of the Portfolio's
investment objective, without regard to the length of time a particular
security may have been held. The Portfolio will not attempt to set or meet a
portfolio turnover rate since any turnover would be incidental to transactions
undertaken in an attempt to achieve the Portfolio's investment objective.
Portfolio turnover for the fiscal year ended September 30, 1998, and for the
period June 17, 1997 (commencement of operations) to September 30, 1997, was
221% and 0%, respectively. The increase in portfolio turnover during fiscal
year 1998 was greater than anticipated by the Portfolio due to the short-term
investment decisions that resulted during the turbulent period in the market
from July 1998 through September 1998.

INVESTMENT LIMITATIONS

Concentration Of Investments
- ----------------------------
The Portfolio will not purchase securities if, as a result of such
purchase, 25% or more of the value of its total assets at the time of purchase
would be invested in any one industry. However, the Portfolio may at times
invest 25% or more of the value of its total net assets in cash or cash items
(not including certificates of deposit), securities issued or guaranteed by
the U.S. government, its agencies or instrumentalities, or repurchase agreements
secured by such instruments.

Investing In Real Estate
- ------------------------
The Portfolio will not purchase or sell real estate, although it may
invest in the securities of companies whose business involves the purchase or
sale of real estate, or in securities which are secured by real estate or
interests in real estate.

4
<PAGE>
Buying On Margin
- ----------------
The Portfolio will not purchase any securities on margin but may obtain
such short-term credits as may be necessary for the clearance of transactions.

Selling Short
- -------------
The Portfolio will not sell securities short.

Issuing Senior Securities And Borrowing Money
- ---------------------------------------------
The Portfolio will not issue senior securities, except as permitted by its
investment objective and policies, and except that the Portfolio may borrow
money only in amounts up to one-third of the value of its net assets, including
the amounts borrowed. Any such borrowings shall be from banks. The Portfolio
will borrow money only as a temporary, extraordinary, or emergency measure, to
facilitate management of the portfolio by enabling the Portfolio to meet
redemption requests where the liquidation of portfolio securities is deemed to
be inconvenient or disadvantageous. The Portfolio will not purchase any
securities while any such borrowings are outstanding.

Lending Cash Or Securities
- --------------------------
The Portfolio will not lend any of its assets except portfolio securities.
This shall not prevent the purchase or holding of corporate or government
bonds, debentures, notes, certificates of indebtedness, or other debt
securities of an issuer, repurchase agreements, or other transactions which
are permitted by the Portfolio's investment objective and policies.

Underwriting
- ------------
The Portfolio will not underwrite any issue of securities, except as it
may be deemed to be an underwriter under the Securities Act of 1933 in
connection with the sale of securities in accordance with its investment
objective, policies, and limitations.

Investing In Minerals
- ---------------------
The Portfolio will not purchase interests in oil, gas, or other mineral
exploration or development programs, although it may purchase the securities
of issuers which invest in or sponsor such programs.

Commodities or Commodity Contracts
- ----------------------------------
The Portfolio will not purchase or sell any commodities, or commodities
contracts, including futures.

5
<PAGE>
Diversification Of Investments
- ------------------------------
With respect to 75% of its assets, the Portfolio will not purchase the
securities of any issuer (other than securities of the U.S. government, its
agencies, or instrumentalities, or instruments secured by securities of such
issuers, such as repurchase agreements) if, as a result, more than 5% of the
value of its total assets would be invested in the securities of such issuer,
nor will the Portfolio acquire more than 10% of any class of voting securities
of any issuer. For these purposes, the Portfolio takes all common stock and all
preferred stock of an issuer each as a single class, regardless of priorities,
series, designations, or other differences.

The above investment limitations cannot be changed without shareholder
approval. The following limitations, however, may be changed by Trustees
without shareholder approval. Shareholders will be notified before any
material changes in these limitations become effective.

Investing In Illiquid Securities
- --------------------------------
The Portfolio will not invest more than 15% of the value of its net assets
in illiquid securities, including repurchase agreements providing for
settlement in more than seven days after notice and certain restricted
securities not determined by Trustees to be liquid.

Investing In Issuers Whose Securities Are Owned By Officers And Trustees Of IMIT
- --------------------------------------------------------------------------------
The Portfolio will not purchase or retain the securities of any issuer if
the officers and Trustees of IMIT, or the Advisor, own individually more than
1/2 of 1% of the issuer's securities, or together own more than 5% of the
issuer's securities.

Pledging Assets
- ---------------
The Portfolio will not mortgage, pledge, or hypothecate any assets,
except to secure permitted borrowings. In those cases, it may pledge assets
having a market value not exceeding the lesser of the dollar amounts borrowed
or 10% of the value of total net assets at the time of the borrowing.

Acquiring Securities
- --------------------
The Portfolio will not purchase securities of a company for the purpose
of exercising control or management. However, the Portfolio may invest in up
to 10% of the voting securities of any one issuer and may exercise its voting
powers consistent with the best interests of the Portfolio. In addition, the
Portfolio, other companies advised by the Advisor, and other affiliated
companies may together buy and hold substantial amounts of voting stock of a
company and may vote together in regard to such company's affairs. In some
such cases, the Portfolio and its affiliates might collectively be considered
to be in control of such company. In some cases, Trustees and other persons
associated with IMIT and its affiliates might possibly become directors of
companies in which IMIT holds stock.

For purposes of its policies and limitations, the Portfolio considers
certificates of deposit and demand and time deposits issued by a U.S. branch
of a domestic bank or savings and loan having capital, surplus, and undivided
profits in excess of $100,000,000 at the time of investment to be "cash items."

7
<PAGE>
Except with respect to borrowing money, if a percentage limitation is
adhered to at the time of investment, a later increase or decrease in
percentage resulting from any change in value or net assets will not result in
a violation of such restriction. The Portfolio has no present intent to
borrow money in excess of 5% of the value of its total assets.

IMPACT MANAGEMENT INVESTMENT TRUST MANAGEMENT

Officers and Trustees are listed with their addresses, birthdates,
present positions with Impact Management Investment Trust, and principal
occupations.

Name: Charles R. Clark*
Birthdate: November 16, 1959
1875 Ski Time Square Drive, Suite One
Steamboat Springs, Colorado 80487
Chairman of the Board of Trustees
Occupation: Chief Executive Officer and Senior Assistant Portfolio Manager
of Jordan American Holdings, Inc. d/b/a Equity Assets Management
since 1993. From October 1991 through the end of 1993, he was
a Technical Research Analyst for Jordan American Holdings, Inc.

Name: Ronald A. Stiller*
Birthdate: March 28, 1956
870 Blue Ridge Road
Pittsburgh, PA 15239
Trustee and President
Occupation: National Marketing and Sales Director of Jordan American
Holdings, Inc. 1997 to present; Founder and President of IMPACT
Financial Network 1995-1997; Member of the Board of Directors of
Jordan American Holdings, Inc. since 1996. Previously, he was
the director of marketing for Security Financial, Inc. from
1990-1995.

Name: Oleen Eagle
Birthdate: September 28, 1930
3215 Chestnut Street
Murrysville, PA 15668
Trustee
Occupation: President of Cornerstone TeleVision since 1995, Vice President
and General Manager of Cornerstone TeleVision, 1976-1995,
President and Director of Group C since 1991, Vice President and
Director of Christian Advance International since 1985, Director
of International Christian University of Zaire since 1996.

Name: Gerald L. Bowyer
Birthdate: August 31, 1962
820 Pine Hollow Road
McKees Rocks, PA 15136
Trustee
Occupation: President, Allegheny Institute since 1994; Currently the host
of "Focus on the Issues," a syndicated public affairs
television program originating on WPCB, Cornerstone TeleVision.
He previously served as Director of Youth Opportunities
Unlimited from 1993-1995; and worked as a Pension Consultant for
John F. Agostin Actuarial Services from 1991-1993.

Name: Allen L. Zeolla*
Birthdate: June 19, 1958
128 Alcan Drive
Pittsburgh, PA 15239-2361
Treasurer and Secretary
Occupation: Assistant Director of Marketing and Sales for Jordan American
Holdings, Inc. 1997 to present; Financial Consultant, insurance
and investment planning services since 1994; previously, served
as Service Department Manager for Conco from 1990-1995.

* An "interested person" of IMIT, as defined in the Investment Company Act of
1940, as amended.

8
<PAGE>
TRUST OWNERSHIP

As of November 1, 1998, officers and Trustees of IMIT owned individually
and together less than 1% of IMIT's outstanding Shares.

As of November 1, 1998, no shareholder owned 5% or more of the outstanding
voting shares of the Portfolio.

TRUSTEES' AND OFFICERS' COMPENSATION

Trustees and Officers do not receive any compensation from IMIT.

TRUSTEE LIABILITY

IMIT's Declaration of Trust provides that Trustees will not be liable for
errors of judgment or mistakes of fact or law. However, Trustees are not
protected against any liability to which they would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of their office.

INVESTMENT ADVISORY SERVICES

Advisor To The Portfolio
- ------------------------
The Portfolio's investment advisor is Jordan American Holdings, Inc. d/b/a
Equity Assets Management (the "Advisor"). Jordan American Holdings, Inc. is a
publicly held company which trades under the symbol "JAHI". At a special
meeting of shareholders of the Portfolio held on January 14, 1998, the
shareholders of the Portfolio approved an Amended and Restated Investment
Advisory Agreement ("Advisory Agreement") between IMIT on behalf of the
Portfolio and the Advisor. The Advisory Agreement became effective on
May 5, 1998, and has an initial term of two years from the date of
effectiveness. The Advisory Agreement may be renewed after its initial term
only so long as such renewal and continuance are 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 of the
renewal thereof have been approved by the vote of a majority of the Trustees
of IMIT who are not parties thereto or interest persons of any such party, cast
in person at a meeting called for the purpose of voting on such approval. The
Advisory Agreement will terminate automatically in the event of its assignment.

The Advisory Agreement provides that Advisor shall not be liable to IMIT,
the Portfolio, or any shareholder of the Portfolio for any losses that may be
sustained in the purchase, holding, or sale of any security, or 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 upon
it by its contract with IMIT.

9
<PAGE>
Advisory Fees
- -------------

For its advisory services, Jordan American Holdings, Inc. receives an
annual investment advisory fee, calculated daily and paid monthly, as described
in the prospectus. During the period June 17, 1997 to September 30, 1997,
IMIT paid the Adviser $503 for advisory services on behalf of the Portfolio.
During the fiscal year ended September 30, 1998, IMIT paid the Adviser $54,723
for advisory services on behalf of the Portfolio.

DISTRIBUTION OF SHARES

IMPACT Financial Network, Inc. ("IFNI") is the principal distributor of
Shares of IMIT. IFNI is located at 1875 Ski Time Square Drive, Suite One,
Steamboat Springs, CO 80487. IFNI is a Florida corporation and is a wholly-
owned subsidiary of the Advisor. IFNI does not receive any fee or other
compensation except as described under "Distribution Plan" below.

Distribution Plan
- -----------------

At a special meeting of shareholders of the Portfolio held on January 14,
1998, the shareholders of the Portfolio approved a distribution plan pursuant
to Rule 12b-1 under the 1940 Act (the "Plan") for the Portfolio. Pursuant to
the Plan, the Portfolio may pay up to a maximum of 1.00% of its average net
assets per year for expenses incurred by IFNI or others in the distribution and
servicing of Portfolio Shares. The fees are paid on a monthly basis, based on
the Portfolio's average daily net assets attributable to the Shares. During
the fiscal year ended September 30, 1998, the Portfolio paid IFNI $16,699 in
12b-1 fees.

Pursuant to the Plan, IFNI as distributor, is entitled to a reimbursement
each month for the actual expenses incurred in the distribution and promotion
of the Portfolio's shares, including but not limited to, printing of
prospectuses and reports used for sales purposes, preparation and printing of
sales literature and related expenses, advertisements, and other distribution-
related expenses as well as any distribution or service fees paid to securities
dealers or others who have executed a dealer agreement with IFNI. Any expense
of distribution in excess of 1.00% per annum will be borne by the Advisor
without any reimbursement or payment by the Portfolio.

10
<PAGE>
The Plan also provides that to the extent that the Portfolio, the Advisor,
IFNI or other parties on behalf of the Portfolio, the Advisor or IFNI makes
payments that are deemed to be payments for the financing of any activity
primarily intended to result in the sale of shares issued by the Portfolio
within the context of Rule 12b-1, such payments shall be deemed to be made
pursuant to the Plan. In no event shall the payments made under the Plan, plus
any other payments deemed to be made pursuant to the Plan, exceed the amount
permitted to be paid pursuant to the Conduct Rules of the National Association
of Securities Dealers, Inc., Article III, Section 26(d)(4).

The Board of Trustees has determined that a consistent cash flow resulting
from the sale of new shares is necessary and appropriate to meet redemptions
and to take advantage of buying opportunities without having to make
unwarranted liquidations of portfolio securities. The Board therefore believes
that it will likely benefit the Portfolio to have monies available for the
direct distribution activities of IFNI in promoting the sale of the Portfolio.
The Board of Trustees, including the non-interested Trustees, has concluded
that in the exercise of their reasonable business judgment and in light of
their fiduciary duties, there is a reasonable likelihood that the Plan will
benefit the Portfolio and its shareholders.

The Plan has been approved by the Board of Trustees, including all of the
Trustees who are non-interested persons as defined in the 1940 Act. The Plan
must be renewed annually by the Portfolio's Board of Trustees, including a
majority of the Trustees who are non-interested persons of the Portfolio and
who have no direct or indirect financial interest in the operation of the Plan.
The votes must be cast in person at a meeting called for that purpose. It is
also required that the selection and nomination of such Trustees be done by the
non-interested Trustees. The Plan and any related agreements may be terminated
at any time, without any penalty: 1) by vote of a majority of the non-interested
Trustees on not more than 60 days' written notice, 2) by IFNI on not more than
60 days' written notice, 3) by vote of a majority of the Portfolio's outstanding
shares, on 60 days' written notice, and 4) automatically by any act that
terminates the Underwriting Agreement with IFNI. IFNI or any dealer or other
firm may also terminate their respective agreements at any time upon written
notice.

The Plan and any related agreement may not be amended to increase
materially the amounts to be spent for distribution expenses without approval
by a majority of the Portfolio's outstanding shares, and all material amendments
to the Plan or any related agreements shall be approved by a vote of the non-
interested Trustees, cast in person at a meeting called for the purpose of
voting on any such amendment.

IFNI is required to report in writing to the Board of Trustees of the
Portfolio, at least quarterly, on the amounts and purpose of any payment made
under the Plan, as well as to furnish the Board with such other information as
may reasonably be requested in order to enable the Board to make an informed
determination of whether the Plan should be continued.

11
<PAGE>
ADMINISTRATIVE SERVICES, TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT

IMPACT Administrative Services, Inc., ("IASI") is responsible for
performing and overseeing administrative, transfer agent, dividend disbursing
and fund accounting services on behalf of the Portfolio. IASI is a wholly-owned
subsidiary of Jordan American Holdings, Inc., the Advisor. The fee paid to IASI
for services is $165.00 per account, per year. IASI has subcontracted some of
these services to Albert John & Company, Inc. ("AJCI"). IASI pays AJCI for its
services from the $165.00 per account fee received by IASI. Under its contract
with IASI, AJCI also is reimbursed for all out-of-pocket costs related to its
subadministrative and subtransfer agent services to the Fund. Total fees
charged to shareholder accounts for the period June 17, 1997 (commencement of
operations) to September 30, 1997 amounted to $114. This entire amount was
paid to IMPACT Management Services, Inc. ("IMSI"), the Portfolio's former
administrator. Total fees charged to shareholder accounts for the fiscal year
ended September 30, 1998 amounted to $16,498. From this amount, $8,068 was
paid to IASI, $7,130 was paid to IMSI, and $1,300 was paid to AJCI. The amounts
paid to IASI and IMSI were in turn paid to AJCI as reimbursement for out-of-
pocket costs.

In addition to the above, the Portfolio's Shareholders pay the transfer
agent a fee in the amount of $2.00 per closed account. Closed accounts will
remain in the Shareholder files until all Forms 1099 and 5498 have been sent
to Shareholders and reported (via magnetic media) to the Internal Revenue
Service.

BROKERAGE TRANSACTIONS

The Advisor, when effecting the purchases and sales of portfolio securities
for the account of the Portfolio, will seek execution of trades either (i) at
the most favorable and competitive rate of commission charged by any broker,
dealer or member of an exchange, or (ii) at a higher rate of commission charges
if reasonable in relation to brokerage and research services provided to the
Portfolio or the Advisor by such member, broker, or dealer. Such services may
include, but are not limited to, any one or more of the following: information
on the availability of securities for purchase or sale, statistical or factual
information, or opinions pertaining to investments. The Advisor may use
research and services provided to it by brokers and dealers in servicing all
its clients; however, not all such services will be used by the Advisor in
connection with the Portfolio. Brokerage may also be allocated to dealers in
consideration of the Portfolio's share distribution but only when execution and
price are comparable to that offered by other brokers.

12
<PAGE>
Some securities considered for investment by the Portfolio may also be
appropriate for other clients served by the Advisor. If purchases or sales of
securities consistent with the investment policies of the Portfolio and one or
more of these other clients served by the Advisor is considered at or about
the same time, transactions in such securities will be allocated among the
Portfolio and clients in a manner deemed fair and reasonable by the Advisor.
Although there is no specified formula for allocating such transactions, the
various allocation methods used by the Advisor, and the results of such
allocations, are subject to periodic review by the Portfolio's Board of
Trustees.

It is anticipated that the majority of the Portfolio's brokerage
transactions will be effected by IMPACT Financial Network, Inc., IMIT's
Distributor and a wholly-owned subsidiary of the Advisor. For the period
June 17, 1997 (commencement of operations) to September 30, 1997, the aggregate
amount of commissions paid by IMIT to the Distributor was $1,875, representing
100% of total commissions paid by IMIT during that period. For the fiscal year
ended September 30, 1998, the aggregate amount of commissions paid by IMIT to
the Distributor was $41,000, also representing 100% of commissions paid by IMIT
during that period.

PURCHASING SHARES

Except under certain circumstances described in the prospectus, Shares
are sold at their net asset value on days the New York Stock Exchange is open
for business. The procedure for purchasing Shares is explained in the
Prospectus under "How To Purchase Shares."

REDEEMING SHARES

The Portfolio redeems Shares at the next computed net asset value after
the Portfolio receives the redemption request. Redemption procedures are
explained in the prospectus under "How To Redeem Shares."

REDEMPTION IN KIND

IMIT has elected to be governed by Rule 18f-1 of the Investment Company
Act of 1940, under which IMIT is obligated to redeem Shares for any one
shareholder in cash only up to the lesser of $250,000 or 1% of the respective
class's net asset value during any 90-day period.

Any redemption beyond this amount will also be in cash unless Trustees
determine that payments should be in kind. In such a case, the Portfolio will
pay all or a portion of the remainder of the redemption in portfolio
instruments, valued in the same way as the Portfolio determines net asset
value. The portfolio instruments will be selected in a manner that Trustees
deem fair and equitable.

Redemption in kind is not as liquid as a cash redemption. If redemption
is made in kind, shareholders receiving their securities and selling them before
their maturity could receive less than the redemption value of their
securities and could incur certain transaction costs.

TAX STATUS

The Trust's Tax Status
- ----------------------
IMIT will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code of 1986, as amended,
applicable to regulated investment companies and to receive the special tax
treatment afforded to such companies. To qualify for this treatment, the
Portfolio must, among other requirements:

-derive at least 90% of its gross income from dividends, interest, and
gains from the sale of securities;

-invest in securities within certain statutory limits; and

-distribute to its shareholders at least 90% of its net income earned
during the year.

13
<PAGE>
Shareholders' Tax Status
- ------------------------
Shareholders are subject to federal income tax on dividends and capital
gains received as cash or additional Shares. No portion of any income
dividend paid by the Portfolio is eligible for the dividends received deduction
available to corporations. These dividends, and any short-term capital gains,
are taxable as ordinary income.

Capital Gains
- -------------
Shareholders will pay federal tax at capital gains rates on long-term
capital gains distributed to them regardless of how long they have held the
Portfolio Shares.

TOTAL RETURN

The average annual total return for Shares of the Portfolio is the average
compounded rate of return for a given period that would equate a $1,000 initial
investment to the ending redeemable value of that investment. The ending
redeemable value is computed by multiplying the number of Shares owned at the
end of the period by the net asset value per share at the end of the period.
The number of Shares owned at the end of the period is based on the number of
Shares purchased at the beginning of the period with $1,000, less any applicable
sales load adjusted over the period by any additional Shares, assuming the
quarterly reinvestment of all dividends and distributions.

Average annual total return quotations used in the Portfolio's advertising
and promotional materials are calculated according to the following formula:

P(1+T)^n = ERV

Where P equals a hypothetical initial payment of $1000; T equals average
annual total return; n equals the number of years; and ERV equals the ending
redeemable value at the end of the period of a hypothetical $1000 payment made
at the beginning of the period.

Under the foregoing formula, the time periods used in advertising will be
based on rolling calendar quarters, updated to the last day of the most recent
quarter prior to submission of the advertising for publication. Average
annual total return, or "T" in the above formula, is computed by finding the
average annual compounded rates of return over the period that would equate
the initial amount invested to the ending redeemable value. Average annual
total return assumes the reinvestment of all dividends and distributions.
Average annual total return for the fiscal year ended September 30, 1998 was
(15.93)%, and for the period June 17, 1997 (commencement of operations) to
September 30, 1997 was (.80)%.

14
<PAGE>
To the extent that financial institutions and broker/dealers charge fees
in connection with services provided in conjunction with an investment in any
class of Shares, the performance will be reduced for those shareholders paying
those fees.

PERFORMANCE COMPARISONS

The performance of Shares depends upon such variables as:

-portfolio quality;

-average portfolio maturity;

-type of instruments in which the portfolio is invested;

-changes in interest rates and market value of portfolio securities;

-changes in the Portfolio's expenses; and

-various other factors.

The Portfolio's performance fluctuates on a daily basis largely because
net earnings and offering price per Share fluctuate daily. Both net earnings
and offering price per Share are factors in the computation of total return.

To help investors evaluate how the Portfolio might satisfy their investment
objective, advertisements regarding the Portfolio may discuss total return for
the Portfolio as reported by various financial publications. Advertisements
may also compare total return to total return as reported by other investments,
indices and averages. The following publications, indices and averages may be
used:

-Standard & Poor's 500 Composite Stock Price Index

-Russell 2000 Index

FINANCIAL STATEMENTS

The audited financial statements and financial highlights of the Portfolio
for the fiscal year ended September 30, 1998, as set forth in IMIT's annual
report to shareholders, and the report thereon of Arthur F. Bell, Jr. &
Associates, L.L.C., independent accountants, are set forth on the following
pages.

<PAGE>
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO

FINANCIAL STATEMENTS

September 30, 1998
<PAGE>
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO

-----------------
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
PAGES
-----
<S> <C>
Financial Highlights 1

Financial Statements

Statement of Assets and Liabilities
September 30, 1998 2

Schedule of Investments in Securities
September 30, 1998 3

Statement of Operations For the Year
Ended September 30, 1998 4

Statements of Changes in Net Assets For the Year
Ended September 30, 1998 and For the Period June 17, 1997
(commencement of operations) to September 30, 1997 5

Notes to Financial Statements 6-7

Independent Auditor's Report 8
</TABLE>
<PAGE>
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
--------------------
<TABLE>
<CAPTION>
Year Ended June 17, 1997+ to
September 30, September 30,
1998 1997
---- ----
<S> <C> <C>
Per Share Data*
Investment income $ .29 $ .01
Expenses (.21) (.01)
------------ ------------
Net investment income .08 .00
Distributions from net investment income (.01) .00
Net realized and unrealized (loss) on investments (1.66) (.08)
Distributions from realized gains on investments .00 .00
------------ ------------
Net (decrease) in net asset value (1.59) (.08)

Net asset value:
Beginning of period 9.92 10.00
------------ ------------
End of period $ 8.33 $ 9.92
============ ============

Ratios and Supplemental Data
Total return# (15.93)% (.80)%^
Ratio of expenses to average net assets# 2.25% 2.25%**
Ratio of net investment income to average net assets# 0.88% 0.00%**
Portfolio turnover rate 221.45% 0.00%
Average commission rate paid $ .1296 $ .1437
Net assets, end of period $ 3,925,928 $ 501,758
Shares of beneficial interest outstanding, end of period 471,512 50,567
Number of shareholder accounts, end of period 136 17
</TABLE>
_____________________
+ Commencement of operations.
* Selected data for a share of beneficial interest outstanding throughout each
period.
^ Not annualized.
** Annualized.
# Excludes administrative fee and account closing fee charged directly to
shareholder accounts (see Note 4 to financial statements).

See accompanying notes to financial statements.

-1-
<PAGE>
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
September 30, 1998
------------------
<TABLE>
<S> <C>
ASSETS
Investments in securities, at value - identified cost $1,502,754 $1,187,108
Cash 2,343,884
Receivable for investment securities sold 383,654
Receivable for shares of beneficial interest sold 129,306
-----------
Total assets 4,043,952
-----------
LIABILITIES
Payable for investment securities purchased 74,717
Investment advisory fee payable 3,856
Distribution expenses payable 3,085
Administrative fee payable 1,793
Payable for shares of beneficial interest redeemed 34,573
-----------
Total liabilities 118,024
-----------
NET ASSETS $3,925,928
===========
NET ASSETS CONSIST OF:
Accumulated net investment income - net of distributions $ 24,762
Accumulated net realized (loss) (220,761)
Net unrealized (depreciation) (315,646)
Paid-in capital applicable to 471,512 no par value
shares of beneficial interest outstanding;
unlimited number of shares authorized 4,437,573
-----------
NET ASSETS $3,925,928
===========
NET ASSET VALUE PER SHARE $ 8.33
===========
</TABLE>
See accompanying notes to financial statements.

-2-

<PAGE>
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS IN SECURITIES
September 30, 1998
------------------
<TABLE>
<CAPTION>
Shares Value
------ -----
<S> <C> <C>
Common Stocks - 29.6%
Communications - 13.6%
Associated Group Inc. - Class A * 5,440 $ 179,520
Scientific Atlanta Inc. 9,000 190,125
Teligent Inc. - Class A * 6,000 165,000
Computers and Technology - 6.4%
Cisco Systems Inc. * 2,250 139,078
Micron Technology Inc. 3,700 112,618
Medical - 3.9%
Atlantic Pharmaceuticals Inc. * 6,000 10,500
Interneuron Pharmaceuticals * 7,200 21,600
LCA-Vision Inc. * 1,725 2,588
Sunrise Technologies International Inc. * 22,000 116,875
Restaurants - 2.6%
Nathan's Famous Inc. * 29,500 103,250
Transportation - 1.9%
Noble International Ltd. * 10,000 72,500
Other - 1.2%
Harris & Harris Group Inc. 33,250 47,797
-----------
Total common stocks (cost $1,477,097) 1,161,451
-----------
Short-Term Investments - 0.6%
Rydex Series Trust - U.S. Government Money
Market Fund (4.34% seven day yield,
cost $25,657) 25,657 25,657
-----------
Total investments in securities -
30.2% of net assets (cost $1,502,754) $1,187,108
===========
</TABLE>
_____________________

* Non-income producing security

See accompanying notes to financial statements.

-3-
<PAGE>
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
For the Year Ended September 30, 1998
-------------------------------------
<TABLE>
<S> <C>
Investment income
Interest income $ 73,970
Dividend income 25,401
----------
Total income 99,371
----------
Expenses
Investment advisory fee 54,723
Distribution expenses 16,699
----------
Total expenses 71,422
----------
Net investment income 27,949
----------
Realized and unrealized (loss)
Net realized (loss) on securities (220,761)
Change in net unrealized appreciation or
depreciation on securities (312,975)
----------
Net realized and unrealized (loss) (533,736)
----------
Net (decrease) in net assets resulting from operations $(505,787)
==========
</TABLE>
See accompanying notes to financial statements.

-4-
<PAGE>
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
STATEMENTS OF CHANGES IN NET ASSETS
For the Year Ended September 30, 1998 and
For the Period June 17, 1997 (commencement of operations)
to September 30, 1997
---------------------
<TABLE>
<CAPTION>
Year Ended June 17, 1997 to
September 30, September 30,
1998 1997
---- ----
<S> <C> <C>
Increase (Decrease) in Net Assets
Operations
Net investment income (loss) $ 27,949 $ (17)
Net realized (loss) on securities (220,761) 0
Change in net unrealized appreciation or
depreciation on securities (312,975) (2,671)
----------- -----------
(Decrease) in net assets resulting
from operations (505,787) (2,688)
----------- -----------
Distributions to shareholders from net
investment income (3,170) 0
----------- -----------
Beneficial interest share transactions *
Shares sold 4,615,307 504,560
Shares redeemed (685,350) (114)
Shares issued for reinvestment of
distributions 3,170 0
----------- -----------
Increase in net assets from share
transactions 3,933,127 504,446
---------- -----------
Total increase in net assets 3,424,170 501,758

Net assets
Beginning of period 501,758 0
----------- -----------
End of period (including undistributed net
investment income (loss) of $24,762 and
$(17), respectively) $3,925,928 $ 501,758
=========== ===========
* Share information
Shares sold 495,928 50,579
Shares redeemed (75,342) (12)
Shares issued for reinvestment of
distributions 359 0
----------- -----------
Increase in shares outstanding 420,945 50,567
=========== ===========
</TABLE>
See accompanying notes to financial statements.

-5-
<PAGE>
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
-----------------------------

Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------------
A. General Description

IMPACT Management Investment Trust (the "Trust") was organized as a
Massachusetts business trust on December 18, 1996. The Trust is registered
under the Investment Company Act of 1940 (the "1940 Act") as a diversified,
open-end management investment company. IMPACT Management Growth Portfolio
(the "Fund") is the initial Series of the Trust. The Trust commenced
operations on June 17, 1997, with the sale of 10,000 shares of beneficial
interest of the Fund to Jordan American Holdings, Inc., d/b/a Equity Assets
Management (the "Investment Advisor"), for cash in the amount of $100,000.
The Trust commenced investing in securities on September 16, 1997.

B. Security Valuation

Investments in securities listed or traded on a securities exchange are valued
at the last quoted sales price on the security's principal exchange on that
day. Listed securities not traded on an exchange that day, and other
securities which are traded in the over-the-counter market are valued at the
mean between the last closing bid and asked prices in the market on that day.

C. Method of Reporting

The financial statements are presented in accordance with generally accepted
accounting principles, which require the use of certain estimates made by the
Fund's management. The Fund follows industry practice and records security
transactions on the trade date. Realized gains and losses are reported on the
identified cost basis. Dividend income is recognized on the ex-dividend date,
and interest income is recorded on the accrual basis.

D. Federal Income Taxes

No provision for federal income taxes is required since the Fund intends to
continue to qualify as a regulated investment company and distribute all its
taxable income to its shareholders.

Note 2. INVESTMENT TRANSACTIONS
-----------------------
Purchases and sales of investment securities, other than short-term investments,
during the year ended September 30, 1998 were $4,967,140 and $3,434,706,
respectively. At September 30, 1998, the aggregate cost of investments for
federal income tax and financial reporting purposes was $1,502,754 and net
unrealized depreciation aggregated $315,646, of which $38,389 related to
appreciated investments and $354,035 to depreciated investments.

-6-
<PAGE>
IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT MANAGEMENT GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------------------

Note 3. INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES
---------------------------------------------------------------
The Trust has entered into an investment advisory agreement with the Investment
Advisor. The Investment Advisor makes investment decisions with respect to
the assets of the Fund and reviews, supervises and administers the investment
program of the Fund. As compensation for services rendered, the Investment
Advisor receives an annual investment advisory fee equal to a fixed percentage
of the Fund's average daily net assets. Prior to May 5, 1998, the investment
advisory fee was 2.25% of the Fund's average daily net assets and effective
May 5, 1998, the investment advisory fee was reduced to an annual fee of 1.25%
of the Fund's average daily net assets. The investment advisory fee is
calculated daily and paid monthly.

Effective May 5, 1998, a Distribution Plan was adopted by the Trust pursuant
to Rule 12b-1 of the 1940 Act. Under the provisions of the Distribution Plan,
the Fund pays or reimburses the Investment Advisor, affiliates or other third
parties for expenses incurred in connection with the promotion and
distribution of the Fund's shares in an amount up to 1% per annum of the
average daily net assets of the Fund.

A wholly-owned subsidiary of the Investment Advisor, IMPACT Financial Network,
Inc., a broker and dealer in securities registered with the Securities and
Exchange Commission and a member of the National Association of Securities
Dealers, Inc., earned brokerage fees on the Fund's purchases and sales of
investment securities aggregating approximately $41,000 and was reimbursed
$16,699 pursuant to the provisions of the Distribution Plan for the year ended
September 30, 1998.

Certain officers of the Trust and members of the Board of Trustees are also
officers and directors of the Investment Advisor.

Note 4. ADMINISTRATIVE SERVICES
-----------------------
Effective May 5, 1998, the Trust entered into an administrative services
agreement with Impact Administrative Services, Inc. ("IASI"), a wholly-owned
subsidiary of the Investment Advisor. Under the agreement, IASI provides
administrative personnel and services necessary to operate the Fund including
transfer agent and dividend disbursing agent services. IASI bears substantially
all operating expenses of the Fund, excluding brokerage fees, interest charges
and taxes. For these services, IASI is paid a fee of $165.00 per account, per
year. One twelfth of the annual fee paid to IASI is charged to shareholder
accounts at each month end as a redemption of shares of beneficial interest.
In addition, when a shareholder closes an account, IASI is paid a fee of $2.00
which is charged to the shareholder as a redemption of shares of beneficial
interest. Prior to May 5, 1998, the Trust had an administrative services
agreement with Impact Management Services, Inc. ("IMSI") with substantially
the same terms and an identical fee structure. Total fees charged to
shareholder accounts under these agreements amounted to $16,498 for the year
ended September 30, 1998, of which $1,793 is payable to IASI at September 30,
1998.

-7-
<PAGE>
INDEPENDENT AUDITOR'S REPORT

To the Shareholders and Board of Trustees
IMPACT Management Investment Trust
IMPACT Management Growth Portfolio

We have audited the accompanying statement of assets and liabilities of IMPACT
Management Growth Portfolio (the "Fund"), a Series of IMPACT Management
Investment Trust, including the schedule of investments in securities, as of
September 30, 1998, and the related statement of operations for the year then
ended, and the statements of changes in net assets and the financial highlights
for the year then ended and for the period June 17, 1997 (commencement of
operations) to September 30, 1997. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and financial highlights. Our procedures included
confirmation of securities owned as of September 30, 1998, by correspondence
with the custodian. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of IMPACT
Management Growth Portfolio, a Series of IMPACT Management Investment Trust, as
of September 30, 1998, the results of its operations for the year then ended,
and the changes in its net assets and the financial highlights for the year
then ended and for the period June 17, 1997 (commencement of operations) to
September 30, 1997, in conformity with generally accepted accounting principles.

/s/ Arthur F. Bell, Jr. & Associates, L.L.C.
ARTHUR F. BELL, JR. & ASSOCIATES, L.L.C.

Lutherville, Maryland
October 22, 1998

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