IMPACT MANAGEMENT INVESTMENT TRUST, 485BPOS, 1999-04-30

IMPACT MANAGEMENT INVESTMENT TRUST
485BPOS, 1999-04-30

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As filed with the Securities and Exchange Commission on April 30, 1999
1933 Act Registration No. 333-22095
1940 Act Registration No. 811-8065
- -----------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 5

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 6

(Check appropriate box or boxes)

IMPACT MANAGEMENT INVESTMENT TRUST
----------------------------------
(exact name of Registrant as Specified in Charter)

1875 Ski Time Square Drive, Suite One
Steamboat Springs, CO 80487
--------------------------------------- ----------
(Address of Principal Executive Office) (Zip Code)

Registrant's Telephone Number, including Area Code: (970) 879-1189

Charles R. Clark
Chairman
Impact Management Investment Trust
1875 Ski Time Square Drive, Suite One
Steamboat Springs, CO 80487
(Name and Address of Agent for Service)

Approximate date of proposed sale to the public: immediately upon effectiveness.
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[x] on May 1, 1999 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:
[x] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment

<PAGE>

PROSPECTUS

May 1, 1999

IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT TOTAL RETURN PORTFOLIO
Retail Class Shares
Traditional Class Shares

1-888-467-2284
(Toll Free)

The U.S. Securities and Exchange Commission has not approved or disapproved
these securities or passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

<PAGE>

TABLE OF CONTENTS
-----------------

Page
----
PORTFOLIO SUMMARIES............................................................1
Investment Objectives and Strategies..................................1
Principal Risks.......................................................1
Performance of the Portfolio..........................................1
Portfolio Expenses....................................................2

FINANCIAL HIGHLIGHTS...........................................................4

INVESTMENT POLICIES AND RISKS..................................................5

MANAGEMENT OF THE PORTFOLIO....................................................6
Investment Advisor....................................................6
Sub-Investment Advisor................................................6
Portfolio Managers....................................................7
Advisory Fees.........................................................7

PRICING PORTFOLIO SHARES.......................................................7

HOW TO PURCHASE SHARES.........................................................8
General...............................................................8
Purchasing By Mail....................................................9
Purchasing by Wire...................................................10

HOW TO REDEEM SHARES..........................................................10
Written Requests.....................................................10
Signatures...........................................................10
Telephone Redemptions................................................11
Receiving Payment....................................................11
Accounts with Low Balances...........................................12

DISTRIBUTION ARRANGEMENTS.....................................................12
General ............................................................12
Plans Of Distribution................................................12

YEAR 2000.....................................................................13

DIVIDENDS, DISTRIBUTIONS AND TAXES............................................13
Dividends and Distributions..........................................13
Tax Consequences.....................................................14

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<PAGE>

PORTFOLIO SUMMARIES

INVESTMENT OBJECTIVES AND STRATEGIES

The investment objective of the Impact Total Return Portfolio (the
"Portfolio") is to provide maximum long-term total return consistent with
reasonable risk to capital. The total return on the Portfolio is expected to
consist of capital appreciation and income.

The Portfolio seeks to achieve its objective by investing at least 65% of
its total assets in the equity securities of companies listed in the Russell
1000(R) Value Index. The Russell 1000 Value Index companies generally are the
companies from which the Portfolio selects its portfolio securities; however,
equity securities may also be selected from companies outside the Russell 1000
Value Index if such companies have characteristics similar to those of the
Russell 1000 Value Index companies. The Russell 1000 Value Index consists of the
1000 largest U.S. companies with lower price-to-book ratios and lower forecasted
growth than all companies included in the Russell 3000 Index. The Russell 3000
Index measures the performance of the 3000 largest U.S. companies based on total
market capitalization. The smallest company in the Russell 1000 Value Index has
an approximate market capitalization of $1.4 billion.

The Portfolio will invest in securities that exhibit the following
characteristics:

o have low price-to-earnings and low price-to-book value ratios;

o have higher dividend yields than the universe of growth stocks;

o have lower forecasted growth rates than the universe of growth stocks;

o are typically considered out of favor by the market.

The Portfolio will sell securities when

o a security becomes widely recognized by the professional investment
community;

o a security appreciates in value to the point that it is considered to
be overvalued;

o the Portfolio's holdings should be rebalanced to include a more
attractive stock or stocks; or

o a security's earnings potential is believed to be jeopardized.

The Portfolio seeks capital appreciation through investment in
value-oriented growth securities. Income may come from dividend income generated
by the Portfolio's equity holdings, and/or interest income generated by the
Portfolio's invested cash positions. During periods of adverse market
conditions, the Portfolio may hold a substantial percentage of its assets

<PAGE>

in cash or money market securities, thereby seeking total return through income,
without regard to capital appreciation.

PRINCIPAL RISKS

o Fluctuation of share values in response to market conditions, economic
conditions and financial conditions of issuers of the Portfolio's
portfolio securities.

o Companies with mid-size market capitalizations may be more volatile
than larger companies, so there may be greater risk of depreciation of
the securities of mid-cap companies than securities of companies with
larger market capitalizations.

o Value investing involves risks because investments are made in
securities that are sold at a discount to their intrinsic value. These
securities are considered out-of-favor by the investment community
because of their indeterminate growth potential.

o As with an investment in any fund, there is risk of loss of all or
part of your investment.

PERFORMANCE OF THE PORTFOLIO

The bar chart and table below provide an indication of the risks of
investing in the Portfolio by showing changes in the Portfolio's performance
from year-to-year, and by showing how the Portfolio's performance over time
compares to that of a relevant broad-based securities market index. The results
shown are for the Retail Class only. As of the date of this prospectus, the
Traditional Class was not yet operational. The bar chart shows you how the
Retail Class performed for a full year. The table compares the Retail Class
performance over time to that of the Russell 1000 Value Index, the Russell 2000
Index and S&P 500 Index, each a widely recognized, unmanaged index of stock
performance. Until May 1, 1999, the Portfolio compared its performance with that
of the Russell 2000 Index. After May 1, 1999, the Portfolio will compare its
performance with that of the Russell 1000 Value Index because the Portfolio has
adopted a nonfundamental investment strategy as of that date whereby the
Portfolio selects its portfolio securities from the companies listed in the
Russell 1000 Value Index. The bar chart and table assume reinvestment of
dividends and distributions. As with all mutual funds, the past is not a
prediction of future performance results.

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<PAGE>

------------------
INVESTMENT RESULTS
------------------
1998
-------
0.00%

-------
-1.00% -1.27%
-------
-2.00%
------------------

The Retail Class' highest/lowest quarterly results during this time period were:

o Highest 7.01% (quarter ended March 31, 1998)
o Lowest -11.85% (quarter ended September 30, 1998)

For periods ended December 31, 1998:

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN
- --------------------------------------------------------------------------------
CATEGORY TOTAL RETURN
- --------------------------------- ----------------------------------------
Impact Total Return Portfolio One Year Lifetime*
(formerly Impact
Management Growth ---------------- ---------------
Portfolio) -1.27% -8.65%
- --------------------------------- ---------------- ---------------
Russell 1000 Value Index** 15.63% 32.83%
- --------------------------------- ---------------- ---------------
Russell 2000 Index ** -2.55% 5.37%
- --------------------------------- ---------------- ---------------
S&P 500 Index ** 28.67% 25.87%
- --------------------------------------------------------------------------------
* The Retail Class began operations on June 17, 1997
** The Russell 1000 Value Index, the Russell 2000 Index and the S&P 500 Index
each represent stocks. These Indexes are unmanaged and do not reflect
expenses.

PORTFOLIO EXPENSES

This table describes the fees and expenses that you may pay if you buy and
hold Portfolio shares.

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<PAGE>

SHAREHOLDER FEES (1)
- --------------------
(paid directly from your investment)

RETAIL CLASS TRADITIONAL CLASS
Maximum Sales Charge (Load) Imposed None 5.75% (2)
on Purchases (as a percentage of offering
price)

ANNUAL FUND OPERATING EXPENSES
- ------------------------------

(expenses that are deducted from Fund assets) RETAIL CLASS TRADITIONAL CLASS
------------ -----------------
Management Fees 1.25% 1.25%
Distribution (12b-1) Fees (3) 1.00% 0.25%
Other Expenses (4) 0.35% 0.35%
----- -----
Total Annual Fund Operating Expenses 2.60% 1.85%

- -------------------
(1) 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. If such a fee is charged, it will be charged directly by the
broker, and not by the Portfolio.

(2) Reduced for purchases of $50,000 or more, decreasing to zero for purchases
over $1 million. See "Distribution Arrangements."

(3) 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. See "Distribution Arrangements."

(4) The amount of "Other Expenses" has been restated to reflect current
administrative fees.

EXAMPLE
- -------

This example is intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds.

You would pay the following expenses on a $10,000 investment, assuming (1)
5% annual return, (2) redemption at the end of each time period, (3)
reinvestment of all dividends and capital distribution, and (4) operating
expenses remain the same. Actual expenses in the future may be greater or lesser
than those shown.

1 Year 3 Years 5 Years 10 Years

Retail Class $267 $ 840 $1,473 $3,352

Traditional Class $759 $1,144 $1,568 $2,828

This example should not be considered a representation of past or future
expenses or performance.

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<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
Portfolio's financial performance for the Retail Class shares for the fiscal
periods indicated. "Total return" shows how much your investment in the
Portfolio would have increased (or decreased) during each period, assuming you
had reinvested all dividends and distributions. These figures have been audited
by Arthur F. Bell, Jr. & Associates, L.L.C., whose report, along with the
Portfolio's financial statements, are included in the Portfolio's Annual Report
to Shareholders, which is available upon request. Information regarding
Traditional Class shares has not been included with this table because those
shares were not offered before the date of this prospectus.

<TABLE>
<CAPTION>
RETAIL CLASS SHARES
--------------------------------------------
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 .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%
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).

-5-
<PAGE>

INVESTMENT POLICIES AND RISKS

The Portfolio seeks to achieve its objective by investing at least 65% of
its total assets in the equity securities of the Russell 1000(R) Value Index
(the "Value Index"). The Value Index is composed of the 1,000 largest stocks
with a less-than-average growth orientation in the Russell 3000 Index, a market
value weighted index of the 3,000 largest U.S. publicly traded companies.
Securities in the Value Index tend to exhibit low price-to-book and
price-to-earnings ratios, higher dividend yields and lower forecasted growth
rates than the universe of growth stocks. The Portfolio's investment advisor
determines the allocation between invested and defensive positions in the
Portfolio. The Portfolio's sub-investment advisor selects the securities for the
invested portion of the Portfolio. It is anticipated that the Portfolio will be
more fully invested during favorable market periods and may reduce its
investment in equity securities during unfavorable market periods.

The advisor primarily seeks to keep the Portfolio in harmony with the
trends of the stock market. The advisor conducts a daily and weekly analysis of
quantitative market data such as relative market strength, breadth, volume,
momentum, and moving averages. As this data alerts the advisor to changes in the
underlying trends of the market, adjustments in the level of investment are made
to attempt to take advantage of rising market trends and to avoid declining
market trends.

In pursuing a "value" investment strategy, the Portfolio primarily invests
in stocks with low prices in relation to their attractive earnings prospects.
The sub-advisor selects securities for the Portfolio using a fundamental method
of analysis. Sources of information used in researching and selecting stocks
include annual reports, prospectuses, filings with the Securities and Exchange
Commission, company press releases, financial newspapers and magazines, research
materials prepared by others and inspections of corporate activities. The
sub-advisor seeks to identify companies in which positive change is taking place
that has not yet been fully recognized by the investing public and/or the
professional investment community. Positive change can include change in
management, change in the supply and demand relationships in a company's
industry, forthcoming changes in response to capital expenditures necessary to
expand or improve the company's business, and other changes that the sub-advisor
considers positive.

The sub-advisor sells securities when the advisor believes that impending
and/or current market trends warrant reducing the Portfolio's investment in
equity securities. The sub-advisor also sells securities when such securities
become more widely recognized by the professional investment community, and have
appreciated to the point that such securities are considered to be overvalued. A
security may be sold and replaced by another security that presents greater
potential for capital appreciation, and/or may be sold when upside earning
potential is believed to be jeopardized.

The foregoing investment policies of the Portfolio are non-fundamental and
may be changed by the Board of Trustees without the approval of shareholders.

-6-
<PAGE>

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
adverse tax consequences for Portfolio shareholders. A greater proportion of any
dividends that you receive from the Portfolio will be characterized as ordinary
income, which is taxed at higher rates than long-term capital gains. It is
expected that under normal market conditions, the annual turnover rate for the
Portfolio will not exceed 100%.

TEMPORARY INVESTMENTS. 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. To the
extent that the Portfolio is invested in temporary defensive investments, it may
not be pursuing its primary investment objective.

RISK FACTORS. The Portfolio is managed with a view to total return with a
minimum ten-year investment horizon. The Portfolio's net asset value will
fluctuate to reflect the investment performance of the securities held by the
Portfolio, so that the value that a shareholder receives upon redemption may be
greater or lesser than the value of such shares when purchased. Investments in
common stocks in general are subject to market risks that may cause their prices
to fluctuate over time. In addition, investment in the securities of companies
with medium sized market capitalizations presents risks. Mid-cap companies may
be more volatile than larger companies, so there may be greater risk of
depreciation of the securities of mid-cap companies than securities of companies
with larger market capitalizations.

Value investing involves substantial risk because investments are made in
securities that are sold at a discount to their intrinsic value. These
securities are considered to be out-of-favor by the investment community because
of their indeterminate growth potential. There is a risk that these securities
may decline in value.

MANAGEMENT OF THE PORTFOLIO

INVESTMENT ADVISOR

Jordan American Holdings, Inc., d/b/a Equity Assets Management 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 determines the allocation between the invested and the
cash positions of the Portfolio.

-7-
<PAGE>

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 partnerships, 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.

SUB-INVESTMENT ADVISOR

Schneider Capital Management, 460 East Swedesford Road, Suite 1080, Wayne,
PA 19087, is the Portfolio's sub-investment adviser. Schneider Capital is a
registered investment advisor founded in 1996. Schneider Capital provides
discretionary investment management services primarily to institutional clients.
Arnold C. Schneider, III, founder, President and Chief Investment Officer of
Schneider Capital has over 17 years of investment management experience (see
"Portfolio Manager" below). Mr. Schneider directs day-to-day investment
activities for a number of Schneider Capital financial products, including SCM
Small Cap Value Fund.

Subject to the authority of the Board of Trustees, the sub-adviser manages
the Portfolio's assets in accordance with the Portfolio's investment objectives
and policies described above. The sub-adviser provides the adviser and the
Portfolio with on-going research, analysis, advice and judgments regarding the
Portfolio's investments. The sub-adviser also purchases and sells securities on
behalf of the Portfolio.

PORTFOLIO MANAGERS

The portfolio managers of the Portfolio are:

W. Neal Jordan, founder and Senior Portfolio Manager of Jordan
American Holdings, Inc. since the company's inception in 1972. Mr.
Jordan continues to serve as Senior Portfolio Manager of Jordan
American, and also serves as Chief Investment Officer.

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

Arnold C. Schneider, III, CFA, founder, President and CIO of Schneider
Capital Management since its inception in 1996. Mr. Schneider is also
a Portfolio Manager with Schneider Capital. From 1982 through 1996,
Mr. Schneider was employed with Wellington Management Company
(1983-1991 as a securities analyst; 1991 to 1996 as Senior Vice
President and portfolio manager). Mr. Schneider was made a partner at
Wellington in 1991. Mr. Schneider managed the Compass Equity Income
Fund from 1993-1995 and the Mentor Income Growth Fund from 1993-1996.

-8-
<PAGE>

ADVISORY FEES

Under the Portfolio's investment advisory contract, the Portfolio pays 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 on a monthly basis. The sub-adviser's fee is 0.60% of the Portfolio's
average daily net assets, and is paid by the adviser out of its fees. For the
fiscal year ended September 30, 1998, the Portfolio paid an aggregate advisory
fee of 1.25% of the Portfolio's average net assets.

PRICING PORTFOLIO SHARES

Retail Class shares are sold at net asset value per share, while
Traditional Class shares are sold at the offering price per share. The offering
price per share consists of the net asset value per share next computed after an
order is received, plus any applicable front-end sales charges. The methodology
and procedures for determining net asset value are identical for each class of
shares of the Portfolio, but because the distribution expenses and other costs
allocable to each class varies, the net asset value for each class likewise will
vary.

Net asset value 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 each
class of the Portfolio, including the advisory, distribution and administrative
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.

-9-
<PAGE>

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 offering price and net asset value of shares of each class 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.
Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.

HOW TO PURCHASE SHARES

GENERAL

Shares of the Portfolio are distributed through IMPACT Financial Network,
Inc. ("IFNI"), the Portfolio's distributor. Shares are sold on days on which the
Exchange is open. Retail Class shares are sold without a sales charge at the net
asset value next determined after receipt of a purchase order in proper form by
the Portfolio's sub-transfer agent. Traditional Class shares are sold at the net
asset value next determined, plus an initial maximum sales charge of up to 5.75%
of the offering price (6.10% of the net amount invested), reduced for
investments of $50,000 or more. See "Distribution Arrangements" below.

The minimum initial investment for both the Retail Class and Traditional
Class of the Portfolio is $1,000. 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.

-10-
<PAGE>

Additional investments can be made in amounts of at least $100. No minimum
applies to subsequent purchases effected through reinvestment of dividends and
capital gains or for subsequent purchases through qualified retirement plans or
IRAs.

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. 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. The Portfolio 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 $1,000 for an initial
investment or $100 for a subsequent investment) made payable to IMPACT TOTAL
RETURN PORTFOLIO: [SPECIFY RETAIL OR TRADITIONAL CLASS] to: IMPACT MANAGEMENT
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 the
Portfolio'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 TOTAL RETURN
PORTFOLIO: [SPECIFY RETAIL OR TRADITIONAL CLASS] c/o Fifth Third Bank, the
Portfolio's Custodian Bank, at the following address:

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

Forward a completed Application to the Portfolio at the address shown on
the form. Federal Funds purchases will be accepted only on a day on which both
the Exchange and the Portfolio's custodian bank are open for business.

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<PAGE>

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:

o 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");

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

o 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

o 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.

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. 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.

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<PAGE>

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.

REDEMPTION IN KIND

The Trust has elected to be governed by Rule 18f-1 of the Investment
Company Act of 1940, under which the Trust 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 transactions costs.

To the extent that a fund qualifies for treatment as a regulated investment
company, it will not be subject to federal income tax on income and net capital
gains paid to shareholders in the form of dividends or capital gains
distributions. If a fund fails to qualify for such treatment, it is required to
pay such taxes.

-13-
<PAGE>

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, the
Portfolio may redeem shares in any account and pay the proceeds to the
shareholder if the balance falls below the required minimum of $1,000 due to
shareholder redemptions. This procedure would not apply, however, if the balance
falls below $1,000 solely because of a decline in the Portfolio's net asset
value.

DISTRIBUTION ARRANGEMENTS

GENERAL

The Portfolio offers four classes of shares: Retail Class, Traditional
Class, Wholesale Class and Institutional Class. The four classes represent
interest in the same portfolio of investments of the Portfolio, generally have
the same rights and are identical in all respects, except for differing 12b-1
fees (none for Institutional Class), initial investment requirements, and sales
charges (Traditional Class only). Each class has exclusive voting rights with
respect to its 12b-1 plan. This prospectus pertains only to Retail Class and
Traditional Class Shares.

Traditional Class
-----------------
Total Sales Charge as a Percentage of
-------------------------------------
Offering Price Net Amount Invested
-------------- -------------------
Under $50,000 5.75% 6.10%
$50,000, but less than $100,000 4.50% 4.71%
$100,000, but less than $250,000 3.50% 3.63%
$250,000, but less than $500,000 2.50% 2.56%
$500,000, but less than $1,000,000 2.00% 2.04%
$1,000,000 or more 0% 0%

See "Distribution of Shares" in the Portfolio's Statement of Additional
Information for more information about the purchase of Traditional Class shares.

-14-
<PAGE>

PLANS OF DISTRIBUTION

The Portfolio has adopted separate plans of distribution ("Plans") pursuant
to Rule 12b-1 for both the Retail Class shares and the Traditional Class shares
of the Portfolio under the Investment Company Act of 1940, as amended. Pursuant
to each Plan, the Portfolio may reimburse IFNI or others for expenses actually
incurred by IFNI or others in the promotion and distribution of the shares of
the Retail and Traditional Classes of the Portfolio ("distribution expense") and
servicing their shareholders by providing personal services and/or maintaining
shareholder accounts ("service fees"). With respect to Retail Class shares, 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 Retail Class shares. With respect to Traditional Class
shares, the Portfolio reimburses IFNI and others for distribution expenses at an
annual rate of up to 0.25%, payable on a monthly basis, of the Portfolio's
aggregate average daily net assets attributable to Traditional Class shares.
Since 12b-1 fees are paid out of the Portfolio's assets on an on-going basis,
over time these fees will increase the cost of your investment and may cost you
more than paying other types of sales charges.

YEAR 2000

The services provided to the Portfolio and its shareholders by the adviser,
sub-advisor, distributor, and the Portfolio's other service providers 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, sub-advisor, distributor and
the Portfolio's other service providers 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.

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS

Substantially all of the net investment income and capital gains of the
Portfolio is distributed 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.

-15-
<PAGE>

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.

TAX CONSEQUENCES

The Portfolio 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. The Portfolio 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.

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>

BACK COVER PAGE

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 it for future reference. The Portfolio has filed a Statement of Additional
Information 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 the Portfolio by
contacting Albert John & Company, Inc., the Portfolio's sub-administrator, by
calling toll-free 1-888-467-2284.

Additional information about the Portfolio's investments also is available
in the Portfolio's annual and semi-annual reports to shareholders. In the annual
and semi-annual reports, you will find a discussion of the market conditions and
investment strategies that significantly affected the Portfolio's performance
during its last fiscal year. The annual and semi-annual reports also may be
obtained free of charge by calling 1-888-467-2284.

Information about the Portfolio (including the Statement of Additional
Information) can be reviewed and copied at the SEC's Public Reference Room in
Washington, D.C. The Public Reference Room's hours of operation may be obtained
by calling 1-800-SEC-0330. Reports and other information about the Portfolio are
available on the SEC's Internet site at http://www.sec.gov. Copies of this
information may be obtained, upon payment of a duplicating fee, by writing the
Public Reference Section of the SEC, Washington, D.C. 20549-6009.

Sec File No. 811-8065

-17-
<PAGE>

IMPACT MANAGEMENT INVESTMENT TRUST

Impact Total Return 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

Sub-Investment Advisor
Schneider Capital Management
460 East Swedesford Road
Suite 1080
Wayne, PA 19087

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

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

-19-
<PAGE>

PROSPECTUS

May 1, 1999

IMPACT MANAGEMENT INVESTMENT TRUST
IMPACT TOTAL RETURN PORTFOLIO
Wholesale Class Shares
Institutional Class Shares

1-888-467-2284
(Toll Free)

<PAGE>

TABLE OF CONTENTS
-----------------

Page
----

PORTFOLIO SUMMARIES............................................................1
Investment Objectives and Strategies..................................1
Principal Risks.......................................................1
Performance of the Portfolio..........................................1
Portfolio Expenses....................................................3

INVESTMENT POLICIES AND RISKS..................................................4

MANAGEMENT OF THE PORTFOLIO....................................................5
Investment Adviser....................................................5
Sub-Investment Adviser................................................6
Portfolio Managers....................................................6
Advisory Fees.........................................................6

PRICING PORTFOLIO SHARES.......................................................7

HOW TO PURCHASE SHARES.........................................................7
General...............................................................7
Purchasing By Mail....................................................8
Purchasing by Wire....................................................9

HOW TO REDEEM SHARES...........................................................9
Written Requests......................................................9
Signatures ...........................................................9
Telephone Redemptions................................................10
Receiving Payment....................................................11
Accounts with Low Balances...........................................11

DISTRIBUTION ARRANGEMENTS.....................................................11
General ............................................................11
Plan Of Distribution.................................................11

YEAR 2000.....................................................................11

DIVIDENDS, DISTRIBUTIONS AND TAXES............................................12
Dividends and Distributions..........................................12
Tax Consequences.....................................................12

-i-
<PAGE>

PORTFOLIO SUMMARIES

INVESTMENT OBJECTIVES AND STRATEGIES

The Portfolio seeks to achieve its objective by investing at least 65% of
its total assets in the equity securities of companies listed in the Russell
1000(R) Value Index. The Russell 1000 Value Index companies generally are the
comapnies from which the Portfolio selects its portfolio securities; however,
equity securities may also be selected from companies outside the Russell 1000
Value Index if such companies have characteristics similar to those of the
Russell 1000 Value Index companies. The Russell 1000 Value Index consists of the
1000 largest U.S. companies with lower price-to-book ratios and lower forecasted
growth than all companies listed in the Russell 3000 Index. The Russell 3000
Index measures the performance of the 3000 largest U.S. companies based on total
market capitalization. The smallest company in the Russell 1000 Value Index had
an approximate market capitalization of $1.4 billion.

The Portfolio will invest in securities that exhibit the following
characteristics:

o have low price-to-earnings and low price-to-book value ratios;

o have higher dividend yields than the universe of growth stocks;

o have lower forecasted growth rates than the universe of growth stocks;

o are typically considered out of favor by the market.

The Portfolio will sell securities when

o a security becomes widely recognized by the professional investment
community;

o a security appreciates in value to the point that it is considered to
be overvalued;

o the Portfolio's holdings should be rebalanced to include a more
attractive stock or stocks; or

o a security's earnings potential is believed to be jeopardized.

-1-
<PAGE>

PRINCIPAL RISKS

o Fluctuation of share values in response to market conditions, economic
conditions and financial conditions of issuers of the Portfolio's
portfolio securities.

o As with an investment in any fund, there is risk of loss of all or
part of your investment.

PERFORMANCE OF THE PORTFOLIO

The bar chart and table below provide an indication of the risks of
investing in the Portfolio by showing changes in the Portfolio's performance
from year-to-year, and by showing how the Portfolio's performance over time
compares to that of a relevant broad-based securities market index. The results
shown are for the Retail Class only (the shares of which are offered in a
separate prospectus). The performance of the Retail Class is described because
neither the Wholesale Class nor the Institutional Class had begun operations at
the date of this prospectus. The returns for the Wholesale and Institutional
Classes would be similar to those of the Retail Class because Wholesale Class
and Institutional Class shares are invested in the same portfolio of securities
as the Retail Class and annual returns would differ only to the extent that the
Classes do not have the same expenses.

The bar chart shows you how the Retail Class performed for a full year. The
table compares the Retail Class' performance over time to that of the Russell
1000 Value Index, the Russell 2000 Index and S&P 500 Index, each a widely
recognized, unmanaged index of stock performance. Until May 1, 1999, the
Portfolio compared its performance with that of the Russell 2000 Index. After
May 1, 1999, the Portfolio will compare its performance with that of the Russell
1000 Value Index because the Portfolio has adopted a non-fundamental investment
strategy as of that date whereby the Portfolio selects its portfolio securities
from the companies listed in the Russell 1000 Value Index.

-2-
<PAGE>

The bar chart and table assume reinvestment of dividends and distributions. As
with all mutual funds, the past is not a prediction of future performance
results.

------------------
INVESTMENT RESULTS
------------------
1998
-------
0.00%
-------
-1.00% -1.27%
-------
-2.00%
------------------

The Portfolio's highest/lowest quarterly results during this time period were:

o Highest 7.01% (quarter ended March 31, 1998)
o Lowest -11.85% (quarter ended September 30, 1998)

For periods ended December 31, 1998:

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN
- --------------------------------------------------------------------------------
CATEGORY TOTAL RETURN
- --------------------------------- ----------------------------------------
Impact Total Return Portfolio One Year Lifetime*
(formerly Impact
Management Growth ---------------- ---------------
Portfolio) -1.27% -8.65%
- --------------------------------- ---------------- ---------------
Russell 1000 Value ** 15.63% 32.83%
- --------------------------------- ---------------- ---------------
Russell 2000 Index ** -2.55% 5.37%
- --------------------------------- ---------------- ---------------
S&P 500 Index ** 28.67% 25.87%
- --------------------------------------------------------------------------------
* The Portfolio began operations on June 17, 1997.
** The Russell 1000 Value Index, the Russell 2000 Index and the S&P 500 Index
each represent stocks. These indexes are unmanaged and do not reflect
expenses.

PORTFOLIO EXPENSES

This table describes the fees and expenses that you may pay if you buy and
hold Portfolio shares.

-3-
<PAGE>

SHAREHOLDER FEES(1)
- -------------------
(paid directly from your investment) None

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
- ------------------------------
(expenses that are deducted from Fund assets) WHOLESALE CLASS INSTITUTIONAL CLASS
--------------- -------------------
<S> <C> <C>

Management Fees 1.25% 1.25%
Distribution (12b-1) Fees(2) 0.25% None
Other Expenses(3) 0.35% 0.35%
----- -----
Total Annual Fund Operating Expenses 1.85% 1.60%
</TABLE>
- -------------------------
(1) 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.
If such a fee is charged, it will be charged directly by the broker, and not by
the Portfolio.

(2) 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. See "Distribution Arrangements."

(3) "Other Expenses" are estimates based on the current fees incurred by the
Retail Class shares of the Portfolio.

EXAMPLE
- -------

This example is intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds.

1 Year 3 Years 5 Years 10 Years

Wholesale Class: $190 $598 $1,048 $2,385
Institutional Class: $164 $517 $ 906 $2,063

This example should not be considered a representation of past or future
expenses or performance.

-4-
<PAGE>

INVESTMENT POLICIES AND RISKS

The advisor primarily seeks to keep the Portfolio in harmony with the
trends of the stock market. The advisor conducts a daily and weekly analysis of
quantative market data such as relative market strength, breadth, volume,
momentum, and moving averages. As this data alerts the advisor to changes in the
underlying trends of the market, adjustments in the level of investment are made
to attempt to take advantage of rising market trends and to avoid declining
market trends.

The sub-advisor sells securities when the advisor believes that impending
and/or current market trends warrant reducing the Portfolio's investment
inequity securities. The sub-advisor also sells securities when such securities
become more widely recognized by the professional investment community, and have
appreciated to the point that such securities are considered to be overvalued. A
security may be sold and replaced by another security that presents greater
potential for capital appreciation, and/or may be sold when upside earning
potential is believed to be jeopardized.

-5-
<PAGE>

The foregoing investment policies of the Portfolio are non-fundamental and
may be changed by the Board of Trustees without the approval of shareholders.

RISK FACTORS. The Portfolio is managed with a view to total return with a
minimum ten-year investment horizon. The Portfolio's net asset value will
fluctuate to reflect the investment performance of the securities held by the
Portfolio, so that the value that a shareholder receives upon redemption may be
greater or lesser than the value of such shares when purchased. Investments in
common stocks in general are subject to market risks that may cause their prices
to fluctuate over time. In addition, investment in the securities of companies
with medium sized market capitalizations presents risks. Mid-cap companies may
be more volatile then larger companies, so there may be greater risk of
depreciation of the securities of mid-cap companies than securities of companies
with larger market capitalizations.

-6-
<PAGE>

MANAGEMENT OF THE PORTFOLIO

INVESTMENT ADVISER

Jordan American Holdings, Inc., d/b/a Equity Assets Management is the
Portfolio's investment adviser. Subject to the authority of the Board of
Trustees, the adviser is responsible for the overall management of the
Portfolio. The adviser continually conducts investment research and supervision
for the Portfolio and determines the allocation between the invested and the
cash positions of the Portfolio.

The adviser is a professional investment manager and a registered
investment adviser, 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 adviser'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
adviser provides investment advisory services to individuals, corporations,
foundations, limited partnerships, and individual retirement, corporate, and
group pension and profit-sharing plans. The adviser currently has discretionary
management authority with respect to approximately $57 million in assets.

SUB-INVESTMENT ADVISER

Schneider Capital Management, 460 East Swedesford Road, Suite 1080, Wayne,
PA 19087, is the Portfolios sub-investment adviser. Schneider Capital is a
registered investment adviser founded in 1996. Schneider Capital provides
discretionary investment management services primarily to institutional clients.
Arnold C. Schneider, III, founder, President and Chief Investment Officer of
Schneider Capital has over 17 years of investment management experience (see
"Portfolio Managers" below). Mr. Schneider directs day-to-day investment
activities for a number of Schneider Capital financial products, including SCM
Small Cap Value Fund.

Subject to the authority of the Board of Trustees, the sub-adviser manages
the Portfolio's assets in accordance with the Portfolio's investment objectives
and policies described above. The sub-adviser provides the adviser and the
Portfolio with on-going research, analysis, advice, and judgments regarding the
Portfolio's investments. The sub-adviser also purchases and sells securities on
behalf of the Portfolio.

PORTFOLIO MANAGERS

The portfolio managers of the Portfolio are:

-7-
<PAGE>

Arnold C. Schneider, III, CFA, founder, President and CIO of Schneider
Capital Management since its inception in 1996. Mr. Schneider is also
a portfolio manager with Schneider Capital. From 1982 through 1996,
Mr. Schneider was employed with Wellington Management Company
(1983-1991 as a securities analyst; 1991 to 1996 as Senior Vice
President and portfolio manager). Mr. Schneider was made a partner at
Wellington in 1991. Mr. Schneider managed the Compass Equity Income
Fund from 1993-1995 and the Mentor Income Growth Fund from 1993- 1996.

ADVISORY FEES

Under the Portfolio's investment advisory contract, the Portfolio pays 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 on a monthly basis. The sub-advisor's fee is 0.60% of the Portfolio's
average daily net assets, and is paid by the adviser out of its fees. For the
fiscal year ended September 30, 1998, the Portfolio paid an aggregate advisory
fee of 1.25% of the Portfolio's average net assets.

PRICING PORTFOLIO SHARES

The price of Portfolio shares is based on the Portfolio's 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, distribution and
administrative fees, are accrued daily and taken into account for the purpose of
determining the net asset value.

-8-
<PAGE>

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. Day, President's Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day.

HOW TO PURCHASE SHARES

GENERAL

Shares of the Portfolio are distributed through IMPACT Financial Network,
Inc. ("IFNI"), the Portfolio's distributor. Shares are sold on days on which the
Exchange is open. Wholesale Class and Institutional Class shares are sold
without a sales charge at the net asset value next determined after receipt of a
purchase order in proper form by the Portfolio's sub-transfer agent.

The minimum initial investment in Wholesale Class shares is $10,000 and the
minimum initial investment in Institutional Class shares is $250,000. 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.

-9-
<PAGE>

Additional investments can be made in amounts of at least $1,000 for
Wholesale Class shares, and $25,000 for Institutional Class shares. No minimum
applies to subsequent purchases effected through reinvestment of dividends and
capital gains or for subsequent purchases through qualified retirement plans or
IRAs.

PURCHASING BY MAIL

To purchase shares by mail, complete and sign the attached Application and
mail it together with a check in the appropriate minimum initial investment
amount ($10,000 for Wholesale Class shares and $250,000 for Institutional Class
shares), or subsequent investment amount ($1,000 for Wholesale Class shares and
$25,000 for Institutional Class shares) made payable to IMPACT TOTAL RETURN
PORTFOLIO: SPECIFY WHOLESALE OR INSTITUTIONAL CLASS] to: IMPACT MANAGEMENT
PORTFOLIO c/o Fifth Third Bank, P.O. Box 632164, Cincinnati, OH 45263-2164.

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 TOTAL RETURN
PORTFOLIO: SPECIFY WHOLESALE OR INSTITUTIONAL CLASS, c/o Fifth Third Bank, the
Portfolio's Custodian Bank, at the following address:

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

-10-
<PAGE>

HOW TO REDEEM SHARES

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

o 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");

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

o 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

o 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.

-11-
<PAGE>

TELEPHONE REDEMPTIONS

REDEMPTION IN KIND

-12-
<PAGE>

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, the
Portfolio may redeem shares in any account and pay the proceeds to the
shareholder if the balance falls below the required minimum of $10,000 for
Wholesale Class accounts, or $250,000 for Institutional Class accounts, due to
shareholder redemptions. This procedure would not apply, however, if the balance
falls below $10,000 for Wholesale Class accounts, or $250,000 for Institutional
Class accounts, solely because of a decline in the Portfolio's net asset value.

DISTRIBUTION ARRANGEMENTS

GENERAL

The Portfolio offers four classes of shares: Retail Class, Traditional
Class, Wholesale Class and Institutional Class. The four classes represent
interests in the same portfolio of investments of the Portfolio, generally have
the same rights, and are identical in all respects, except for differing 12b-1
fees (none for Institutional Class), initial investment requirements, and sales
charges (Traditional Class only). Each class has exclusive voting rights with
respect to its 12b-1 plan. This prospectus pertains only to Wholesale Class and
Institutional Class shares.

PLAN OF DISTRIBUTION

The Portfolio has adopted a plan of distribution ("Plan") pursuant to Rule
12b-1 for the Wholesale Class 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
Wholesale Class of the Portfolio. The Portfolio reimburses IFNI and others for
distribution expenses at an annual rate of up to 0.25%, payable on a monthly
basis, of the Portfolio's aggregate average daily net assets attributable to the
shares. Since 12b-1 fees are paid out of the Portfolio's assets on an on-going
basis, over time these fees will increase the cost of your investment and may
cost you more than paying other types of sales charges.

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YEAR 2000

The services provided to the Portfolio and its shareholders by the adviser,
sub-advisor, distributor and the Portfolio's other service providers 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, sub-advisor, distributor and
the Portfolio's other service providers 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.

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS

Substantially all of the net investment income and capital gains of the
Portfolio is distributed at least annually.

TAX CONSEQUENCES

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BACK COVER PAGE

SEC File No. 811-8065