IMPACT MANAGEMENT INVESTMENT TRUST
N-30D/A, 2000-12-11
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                                IMPACT MANAGEMENT
                                INVESTMENT TRUST

                               IMPACT TOTAL RETURN
                                    PORTFOLIO

                                  ANNUAL REPORT
                                       TO
                                  SHAREHOLDERS

                               SEPTEMBER 30, 2000

<PAGE>

                                TABLE OF CONTENTS

SECTION                                                                     PAGE
--------------------------------------------------------------------------------

A Message From Your Chairman                                                   1

Fund Performance                                                             2-4

Financial Highlights                                                         5-6

Statement of Assets and Liabilities                                            7

Schedule of Investments in Securities                                        8-9

Statement of Operations                                                       10

Statements of Changes in Net Assets                                           11

Notes to Financial Statements                                              12-15

Independent Auditors' Report                                                  16

<PAGE>

Dear Shareholders,

     The IMPACT Total Return Portfolio had its most successful year in providing
investment  results for its  investors  in fiscal  2000,  though the U.S.  stock
market has had  significantly  greater  volatility  over the past 12 months.  As
opined in our  semi-annual  report dated March 31, 2000, "The time appears to be
right for a well-timed, valued-oriented portfolio of securities to be part of an
investor's core holdings.",  and indeed that has played itself out in the second
half  of  fiscal  year  2000.  The  fund's  investment  advisor,  Equity  Assets
Management,  focused on the more reliable  cyclical patterns of the stock market
as delineated in their  proprietary  analysis and kept the fund heavily invested
in equity  securities  throughout  the past year.  That combined with  Schneider
Capital  Management's  capable handling of and focus on identifying value stocks
in which change is foreseeable  but not yet reflected in the company's stock has
achieved an important facet of the fund's objective,  namely,  providing capital
appreciation.

     At the time of this writing, we still do not know who our president will be
in the United  States.  Uncertainty  and  surprises are the two factors that the
stock market dislikes more than any other. To summarize - the uncertainties that
have  been in place in the  U.S.  stock  market  over  the past 18  months  have
included:  Y2K fears,  Federal  Reserve  interest  rate policy and Federal  Open
Market  Committee  activity and the outcome of the U.S.  presidential  election.
Only the third  item in this  list  however,  the  outcome  of the  presidential
election,  can be said to have  negatively  jolted  the stock  market  with both
surprise  and  uncertainty.  The other  influences  worked  only in the arena of
uncertainty, not surprise. It is safe to say that the U.S. will eventually get a
president and that point will likely come when the court of public opinion turns
on the candidates for protracting the election process.

     As for the  economy,  it has shown signs of slowing down in the second half
of 2000.  At times  during  that  period  there  has  been  talk of the  economy
experiencing  a soft landing.  The question  that now appears most  pertinent is
this,  will the  Federal  Reserve  give the green  light to the stock  market by
saying  one of the two  following  things,  and if so,  when?  First,  and  less
positive  for the market,  would be if the Fed were to simply say  nothing  more
about  their  inflation  concerns  following  a Federal  Open  Market  Committee
meeting.  Or,  secondly,  they could be more  aggressive and state that they are
essentially no longer concerned about inflation thus  communicating to the stock
market  that they are  through  raising  rates,  even  leaving  the door open to
lowering rates later.

     Equity  Assets  Management's  expectations  are that the  market  cycle and
business  cycle will complete  their normal  duration and that the market likely
has more upside left in it.  After the cycles run their  course the second facet
of the fund's  objective,  income,  through  positioning  the  fund's  assets in
interest  bearing cash equivalent  securities will likely then come into play as
the focus shifts from  capital  appreciation  to  protection  of the  investment
capital.  In  the  meantime,  stockpicking  by  the  fund's  sub-advisor,  Arnie
Schneider of Schneider Capital Management,  who has been described in a Barron's
Magazine  article as an "artist,"  will  continue  and we will eagerly  watch as
results progress.

Sincerely,

Charles R. Clark
Chairman - Impact Management Investment Trust

<PAGE>

                         GROWTH OF A $10,000 INVESTMENT
                               RETAIL CLASS SHARES

[GRAPHIC OMITTED]

                              9/30/97     9/30/98     9/30/99     9/30/00
                              -------     -------     -------     -------
Impact Total Return           $10,000     $ 8,407     $ 9,374     $12,319
Russell 1000 Value Index      $10,000     $10,359     $12,298     $13,394
Russell 2000 Index            $10,000     $ 8,100     $ 9,645     $11,901
S&P 500 Index                 $10,000     $10,900     $13,925     $15,774

The graph above compares the initial and subsequent account values at the fiscal
years ended  September  30, 1998,  1999 and 2000 of the Fund, in relation to the
S&P 500 Index,  the Russell  2000 Index and the Russell  1000 Value  Index.  The
graph assumes a $10,000 initial  investment at October 1, 1997. Past performance
is not indicative of future results.

                         GROWTH OF A $10,000 INVESTMENT
                               RETAIL CLASS SHARES

[GRAPHIC OMITTED]

                              5/03/99        9/30/99        9/30/00
                              -------        -------        -------
Impact Total Return           $10,000        $ 9,400        $12.353
Russell 1000 Value Index      $10,000        $ 8,994        $ 9,795
S&P 500 Index                 $10,000        $ 9,657        $10,939

Effective May 3, 1999,  the Fund seeks to achieve it's objective by investing in
companies with either  characteristics  similar to or listed in the Russell 1000
Value Index. The graph above compares the initial and subsequent  account values
at the fiscal years ended September 30, 1999 and 2000 in relation to the S&P 500
Index,  and the Russell 1000 Value Index.  The graph  assumes a $10,000  initial
investment at May 3, 1999. Past performance is not indicative of future results.

<PAGE>

                         GROWTH OF A $10,000 INVESTMENT
                            TRADITIONAL CLASS SHARES

[GRAPHIC OMITTED]

                              2/03/00             9/30/00
                              -------             -------
Impact Total Return           $10,000             $12,780
Russell 1000 Value Index      $10,000             $10,698
S&P 500 Index                 $10,000             $10,155

The Traditional Class commenced  operations on February 3, 2000. The graph above
compares  the initial  and  subsequent  account  values at the fiscal year ended
September  30, 2000 in relation to the S&P 500 Index and the Russell  1000 Value
Index. The graph assumes a $10,000 initial  investment on February 3, 2000. Past
performance is not indicative of future results.

                         GROWTH OF A $10,000 INVESTMENT
                             WHOLESALE CLASS SHARES

[GRAPHIC OMITTED]

                              10/5/99             9/30/00
                              -------             -------
Impact Total Return           $10,000             $13,220
Russell 1000 Value Index      $10,000             $10,854
S&P 500 Index                 $10,000             $11,165

The Wholesale  Class  commenced  operations on October 5, 1999.  The graph above
compares  the initial  and  subsequent  account  values at the fiscal year ended
September  30, 2000 in relation to the S&P 500 Index and the Russell  1000 Value
Index.  The graph assumes a $10,000 initial  investment on October 5, 1999. Past
performance is not indicative of future results.

<PAGE>

---------------------------------------------------------------
     Total Return as of 9/30/00
---------------------------------------------------------------
                                             Total Return
---------------------------------------------------------------
                                                        Since
                               Category      1 Year   Inception
---------------------------------------------------------------
Impact Total Return - Retail Class            31.3%       5.5%*
Impact Total Return - Traditional Class        N/A       27.8%+
Impact Total Return - Wholesale Class          N/A       32.2%^
---------------------------------------------------------------
Russell 1000 Value Index                       8.9%      13.9%*
---------------------------------------------------------------
Russell 2000 Index                            23.4%      11.6%*
---------------------------------------------------------------
S&P 500 Index                                 13.3%     20.71%*
---------------------------------------------------------------

The table above  provides the average annual total return for the fiscal year of
the Fund and since  inception  in relation  the S&P 500 Index,  the Russell 2000
Index and the Russell 1000 Value Index.

          *    Inception - July 1, 1997 (Annualized)
          +    Inception - February 3, 2000 (Not Annualized)
          ^    Inception - October 5, 1999 (Not Annualized)

Past  performance  does  not  predict  future  results.  Investment  return  and
principal value will fluctuate so that a investor's  shares may be worth more or
less than the original cost. All returns assume reinvestment of dividends.

<PAGE>

                       IMPACT MANAGEMENT INVESTMENT TRUST
                          IMPACT TOTAL RETURN PORTFOLIO

                              FINANCIAL HIGHLIGHTS
                              --------------------

<TABLE>
<CAPTION>
                              OCTOBER 5, 1999~  FEBRUARY 3, 2000{     YEAR ENDED      YEAR ENDED      YEAR ENDED   JUNE 17,1997+ TO
                              TO SEPTEMBER 30,   TO SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,
                                     2000             2000               2000            1999            1998            1997
                               WHOLESALE CLASS  TRADITIONAL CLASS    RETAIL CLASS    RETAIL CLASS    RETAIL CLASS    RETAIL CLASS
                               ---------------  -----------------    ------------    ------------    ------------    ------------
PER SHARE DATA *
<S>                                 <C>                <C>             <C>             <C>             <C>             <C>
  Investment income                 $      .52         $     1.55      $      .20      $      .26      $      .29      $      .01
  Expenses                                (.30)              (.84)           (.19)           (.22)           (.21)           (.01)
                                    ----------         ----------      ----------      ----------      ----------      ----------
  Net investment income                    .22                .71             .01             .04             .08             .00
  Distributions from net
    investment income                      .00                .00             .00            (.08)           (.01)            .00
  Net realized and unrealized
    gain (loss) on investments            2.50               2.07            2.55             .86           (1.66)           (.08)
  Distributions from realized
    gains on investments                   .00                .00            (.48)           (.69)            .00            . 00
                                    ----------         ----------      ----------      ----------      ----------      ----------
  Net increase (decrease) in
    net asset value                       2.72               2.78            2.08             .13           (1.59)           (.08)

  Net asset value:
    Beginning of period                   8.45              10.00            8.46            8.33            9.92           10.00
                                    ----------         ----------      ----------      ----------      ----------      ----------

    End of period                   $    11.17         $    12.78      $    10.54      $     8.46      $     8.33      $     9.92
                                    ==========         ==========      ==========      ==========      ==========      ==========

RATIOS AND SUPPLEMENTAL DATA
  Total return #                         32.19%^            27.80%^         31.42%          11.50%         (15.93)%          (.80)%^
  Ratio of expenses to average
    net assets                            3.13%^             7.07%^          2.22%           2.47%#          2.25%#          2.25%^#
  Ratio of net investment income
    to average net assets                 2.36%^             6.08%^           .10%            .42%#          0.88%#          0.00%^
  Portfolio turnover rate               202.02%             93.35%         206.32%         254.79%         221.45%           0.00%
  Average commission rate paid           .0023              .0023           .0023      $    .0612      $    .1296      $    .1437
  Net assets, end of period         $1,441,027         $    9,348      $1,969,144      $6,270,819      $3,925,928      $  501,758
  Shares of beneficial interest
    outstanding, end of period         129 052                732         186 760         741 369         471 512          50 567
  Number of shareholder accounts,
    end of period                           75                  4              81             156             136              17
</TABLE>

+    Commencement of operations.
*    Selected data for a share of  beneficial  interest  outstanding  throughout
     each period.
^    Based  on   operations   for  the  period  shown  and,   accordingly,   not
     representative of a full year
#    Excludes  administrative  fee and account  closing fee charged  directly to
     shareholder accounts (see Note 3 to financial statements).
~    Wholesale class began trading October 5, 1999 at $8.45 per share
{    Traditional class began trading February 3, 2000 at $10.00 per share

     The accompanying notes are an integral part of these statements.

                                                                             -3-
<PAGE>

                       IMPACT MANAGEMENT INVESTMENT TRUST
                          IMPACT TOTAL RETURN PORTFOLIO

                       STATEMENT OF ASSETS AND LIABILITIES
                               SEPTEMBER 30, 2000
                               ==================

<TABLE>
<CAPTION>
<S>                                                                   <C>
ASSETS
  Investments in securities, at value - identified cost $2,898,457    $  2,977,017
  Cash                                                                     416,520
  Dividends and interest receivable                                          4,297
  Receivable from securities sold                                           39,269
                                                                      ------------

    TOTAL ASSETS                                                         3,437,103
                                                                      ------------

LIABILITIES
  Payable for securities purchased                                          11,428
  Investment advisory fee payable                                            3,373
  Distribution expenses payable                                              1,839
  Administrative fee payable                                                   944
                                                                      ------------

    TOTAL LIABILITIES                                                       17,584
                                                                      ------------

NET ASSETS                                                            $  3,419,519
                                                                      ============

NET ASSETS CONSIST OF:
  Accumulated net investment income net of distributions              $     21,047
  Accumulated net realized gain                                            205,321
  Net unrealized appreciation                                               78,560
  Paid-in capital applicable to 316,544 no par value
    shares of beneficial interest outstanding;
    unlimited number of shares authorized                                3,114,591
                                                                      ------------

NET ASSETS                                                            $  3,419,519
                                                                      ============
</TABLE>

                                                                   NET ASSET
                                   NET             SHARES          VALUE
                                   ASSETS          OUTSTANDING     PER SHARE
                                   ------------    ------------    ------------
RETAIL CLASS                       $  1,969,144         186,760    $      10.54
WHOLESALE CLASS                       1,441,027         129,052    $      11.17
TRADITIONAL CLASS                         9,348             732    $      12.78
                                   ------------    ------------
                                   $  3,419,519         316,544
                                   ============    ============

The accompanying notes are an integral part of this statement.

                                                                             -4-
<PAGE>

                       IMPACT MANAGEMENT INVESTMENT TRUST
                          IMPACT TOTAL RETURN PORTFOLIO

                      SCHEDULE OF INVESTMENTS IN SECURITIES
                               SEPTEMBER 30, 2000
                               ==================

                                                           SHARES        VALUES
                                                           ------        ------
CONVERTIBLE BONDS-2.7% OF NET ASSETS
   Consumer Products
    Asia Pulp & Paper Company Conv. (cost $131,143)                   $   94,437
                                                                      ----------

COMMON STOCKS-83.4%
   Consumer Products-11.5%
    Archer-Daniels-Midland Co.                             14,175     $  122,259
    Litton Industries, Inc.*                                1,000         44,688
    Visteon Corp.                                           1,800         27,225
    Tate & Lyle PLC                                         8,000        111,420
    Tyson Foods, Inc.                                       8,700         87,000

   Computers & Technology-3.8%
    Arrow Electronics, Inc.*                                  200          6,813
    Compuware Corporation*                                  1,700         14,238
    Ingram Micro, Inc.*                                     2,900         39,875
    Technip*                                                  500         69,711

   Energy and Utilities-10.4%
    CMS Energy Corporation                                  1,600         43,100
    PG & E Corporation                                        500         12,094
    Niagara Mohawk Holdings, Inc.*                         10,500        165,375
    R&B Falcon Corp.*                                       3,400         94,775
    Diamond Offshore Drilling, Inc.                         1,000         41,000

   Insurance-18.4%
    Washington Mutual, Inc.                                 4,000        159,250
    Aetna Inc.                                              2,400        139,350
    AON Corporation                                         2,800        109,900
    Progressive Corporation                                   800         65,500
    Humana, Inc.                                            6,700         72,025
    Partner Re, Ltd.                                        1,000         47,437
    UNUM Provident Corp.                                    1,300         35,425

   Basic Materials-5.6%
    IMC Global, Inc.                                        6,700         97,150
    Eastman Chemical Company                                1,500         55,406
    International Paper                                     1,400         40,162

   Services-2.8%
    Circuit City Stores                                     1,100         25,300
    JC Penney Company                                       3,400         40,162
    Toys R Us, Inc.*                                        2,000         32,500

   Capital Goods-8.5%
    CNH Global NV                                           9,100         91,000
    The Boeing Company                                      1,000         63,000
    Raytheon Class A                                        2,100         57,488
    Mesto Corporation                                       3,200         32,400
    Fluor Corporation                                       1,500         45,000

   Financial-13.6%
    Dime Bancorp, Inc.                                      4,500         97,031
    Loews Corporation                                         900         75,038
    Cincinnati Financial Corporation                        1,000         35,500
    Golden State Bancorp                                    6,000        141,750
    Ace Limited                                             3,000        117,750

   Communications-2.6%
    Loral Space & Communications Ltd.*                     14,500         88,812

The accompanying notes are an integral part of this statement.

                                                                             -5-
<PAGE>

                       IMPACT MANAGEMENT INVESTMENT TRUST
                          IMPACT TOTAL RETURN PORTFOLIO

                      SCHEDULE OF INVESTMENTS IN SECURITIES

                               SEPTEMBER 30, 2000
                               ==================
                                   (continued)

                                                           SHARES        VALUES
                                                           ------        ------
   Transportation -4.0%
    CSX Corporation                                         4,200         91,613
    Tidewater, Inc.                                         1,000         45,500
   Healthcare -2.2%
    Tenet Healthcare Corporation*                           1,600         58,200
    Healthsouth Corporation*                                1,900         15,438
                                                                      ----------

TOTAL COMMON STOCKS (cost $2,739,394)                                  2,854,660
                                                                      ----------

SHORT-TERM INVESTMENTS-1.0%
   Rydex Series Trust-U.S. Government Money
    Market Fund (5.63% seven day yield, cost $27,920)                     27,920
                                                                      ----------

TOTAL INVESTMENTS IN SECURITIES-87.1% OF NET ASSETS
          (cost $2,898,457)                                           $2,977,017
                                                                      ==========

---------------------------------------
*Non-income producing security

The accompanying notes are an integral part of this statement.

                                                                             -6-
<PAGE>

                       IMPACT MANAGEMENT INVESTMENT TRUST
                          IMPACT TOTAL RETURN PORTFOLIO

                             STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED SEPTEMBER 30, 2000
                      =====================================

INVESTMENT INCOME
  Interest income                                                       $ 61,635
  Dividend income                                                         76,085
                                                                        --------

  TOTAL INCOME                                                           137,720
                                                                        --------

EXPENSES
  Investment advisory fee                                                 56,650
  Distribution expenses                                                   37,633
  Administrative expenses                                                 15,861
                                                                        --------

TOTAL EXPENSES                                                           110,144
                                                                        --------

NET INVESTMENT INCOME                                                     27,576
                                                                        --------

REALIZED AND UNREALIZED GAIN
  Net realized gain on securities                                        198,792
  Change in net unrealized appreciation or depreciation on securities    725,257
                                                                        --------
NET REALIZED AND UNREALIZED GAIN                                         924,049
                                                                        --------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                    $951,625
                                                                        ========

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS BY CLASS:

RETAIL CLASS                                                            $621,039
WHOLESALE CLASS                                                          329,887
TRADITIONAL CLASS                                                            699
                                                                        --------
                                                                        $951,625
                                                                        ========

The accompanying notes are an integral part of this statement.

                                                                             -7-
<PAGE>

                       IMPACT MANAGEMENT INVESTMENT TRUST
                          IMPACT TOTAL RETURN PORTFOLIO

                       STATEMENTS OF CHANGES IN NET ASSETS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999
                 ===============================================

<TABLE>
<CAPTION>
                                                                YEAR ENDED     YEAR ENDED
                                                              SEPTEMBER 30,  SEPTEMBER 30,
                                                                   2000           1999
                                                               ------------   ------------
INCREASE (DECREASE) IN NET ASSETS
<S>                                                            <C>            <C>
   Operations
     Net investment income                                     $     27,576   $     30,248
     Net realized gain on securities                                198,792      1,082,431
     Change in net unrealized appreciation
       or depreciation on securities                                725,257       (331,051)
                                                               ------------   ------------

       Increase in net assets resulting from operations             951,625        781,628
                                                               ------------   ------------

   Distributions to shareholders
     from net investment income                                          --        (61,540)
     from net realized gains on investments                        (302,987)      (552,154)
                                                               ------------   ------------

     Total distributions to shareholders                            302,987        613,694
                                                               ------------   ------------

   Beneficial interest share transactions*
     Shares sold                                                  1,276,472      5,244,694
     Shares redeemed                                             (5,079,397)    (3,681,431)
     Shares issued for reinvestment of distributions               (302,987)      (613,694)
                                                               ------------   ------------

     Increase (decrease) in net assets from share transactions   (3,499,938)     2,176,957
                                                               ------------   ------------

       Total increase (decrease) in net assets                   (2,851,300)     2,344,891

Net assets
     Beginning of period                                          6,270,819      3,925,928
                                                               ------------   ------------

     End of period (including undistributed net
       investment income (loss)
       of $27,576 and $(6,529), respectively)                  $  3,419,519   $  6,270,819
                                                               ============   ============

     *Share information
     Shares sold                                                    138,039        606,390
     Shares redeemed                                               (577,864)      (400,831)
     Change in shares resulting from transfers between classes      (17,932)            --
     Shares issued for reinvestment of distributions                 32,933         64,298
                                                               ------------   ------------

       Increase in shares outstanding                               424,824        269,857
                                                               ============   ============
</TABLE>

The accompanying notes are an integral part of these statements.

-8-
<PAGE>

                       IMPACT MANAGEMENT INVESTMENT TRUST
                          IMPACT TOTAL RETURN PORTFOLIO

                          NOTES TO FINANCIAL STATEMENTS
                          =============================

NOTE 1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 Total  Return  Portfolio
     (formerly 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.

     Effective  May 1, 1999,  the Trust changed the name of the Portfolio to the
     IMPACT  Total  Return  Portfolio  consistent  with the changes  made to the
     investment  objective and policies.  Effective May 1, 1999, the Trust began
     offering four classes of shares of beneficial interest (See Note 3).

SECURITIES VALUATION
--------------------

     Investments  in  securities  listed or traded on a securities  exchange are
     valued at the last quoted sales price on the securities' 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.

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  securities  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.

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 of
     its taxable income to its shareholders.

                                                                             -9-
<PAGE>

                       IMPACT MANAGEMENT INVESTMENT TRUST
                          IMPACT TOTAL RETURN PORTFOLIO

                          NOTES TO FINANCIAL STATEMENTS
                          =============================
                                   (continued)

NOTE 2.   INVESTMENT TRANSACTIONS

     Purchases  and  sales  of  investment  securities,  other  than  short-term
     investments,  during the year ended September 30, 2000 were $18,568,672 and
     $12,346,872,  respectively.  At September 30, 2000,  the aggregate  cost of
     investments  for federal  income tax and financial  reporting  purposes was
     $2,898,457 and net unrealized  appreciation  aggregated  $78,560,  of which
     $485,175  related to  appreciated  investments  and $406,615 to depreciated
     investments.

NOTE 3.   FEES, EXPENSES 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 based on
     the  Fund's  average  daily net  assets.  The  investment  advisory  fee is
     calculated daily and paid monthly.  Effective May 1, 1999 the Trust entered
     into a  sub-advisory  agreement  with Schneider  Capital  Management,  Inc.
     ("Schneider").  Pursuant  to the  sub-advisory  agreement,  the  Investment
     Advisor pays Schneider monthly at the rate of 60 basis points annually, out
     of its advisory fee.

     The Trust has a  Distribution  Plan 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 based on the average daily net assets of the Fund.

     The Trust  entered into an  administrative  service  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 was paid a fee of $165.00 per account
     through  April  30,  1999.  The  annual  fee  paid to IASI was  charged  to
     shareholder  accounts  at each  month  end as a  redemption  of  shares  of
     beneficial interest. Subsequent to April 30, 1999, the Trust began charging
     an  administrative  service  fee based on the daily net assets of the Fund.
     The  administrative  service fee is  calculated  daily and paid  monthly to
     IASI. 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.

                                                                            -10-
<PAGE>

                       IMPACT MANAGEMENT INVESTMENT TRUST
                          IMPACT TOTAL RETURN PORTFOLIO

                          NOTES TO FINANCIAL STATEMENTS
                          =============================
                                   (continued)

NOTE 3.   FEES, EXPENSES AND OTHER TRANSACTIONS WITH AFFILIATES
          (continued)

     The  following  table  describes  the fees and expenses  applicable to each
     class of shares.

<TABLE>
<CAPTION>
                                 Retail     Traditional      Wholesale   Institutional
                                 Class          Class          Class        Class (2)
                             ------------   ------------   ------------   ------------
<S>                                <C>            <C>            <C>            <C>
Sales Charge (1)                       --         5.75 %             --             --
Investment Advisory Fee            1.25 %         1.25 %         1.25 %         1.25 %
Distribution (12b-1) Fees          1.00 %         0.25 %         0.25 %           none
Administrative Expenses            0.35 %         0.35 %         0.35 %         0.35 %
</TABLE>

     (1)  Reduced  for  purchases  of  $50,000 or more,  decreasing  to zero for
          purchases over $1 million.
     (2)  As of September  30, 2000 no shares of  beneficial  interest have been
          sold.

     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 $0 and $7,695
     and was  reimbursed  $37,633 and $74,430  pursuant to the provisions of the
     Distribution Plan for the years ended September 30, 2000 and 1999.

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

                                                                            -11-
<PAGE>

                       IMPACT MANAGEMENT INVESTMENT TRUST
                          IMPACT TOTAL RETURN PORTFOLIO

                          NOTES TO FINANCIAL STATEMENTS
                          =============================
                                   (continued)

NOTE 4.   CAPITAL SHARE TRANSACTIONS

<TABLE>
<CAPTION>
                                             YEAR ENDED                    YEAR ENDED
                                         SEPTEMBER 30, 2000            SEPTEMBER 30, 1999
                                        AMOUNT         SHARES         AMOUNT         SHARES
                                     ------------   ------------   ------------   ------------
RETAIL CLASS:
-------------
<S>                                  <C>            <C>            <C>            <C>
  Sold                               $    220,940         23,374   $  5,244,694        606,390
  Reinvestment                            302,987         32,933        613,694         64,298
  Repurchased                          (2,107,310)      (242,281)    (3,681,431)      (400,831)
  Transfers between classes            (3,036,344)      (368,634)            --             --
                                     ------------   ------------   ------------   ------------

     NET INCREASE (DECREASE) IN
     RETAIL CLASS                      (4,619,727)      (554,608)     2,176,957        269,857
                                     ------------   ------------   ------------   ------------

WHOLESALE CLASS:
----------------
  Sold                                  1,046,883        113,933             --             --
  Reinvestment                                 --             --             --             --
  Repurchased                          (2,972,087)      (335,583)            --             --
  Transfers between classes             3,036,344        350,702             --             --
                                     ------------   ------------   ------------   ------------

     NET INCREASE IN WHOLESALE CLASS    1,111,140        129,052             --             --
                                     ------------   ------------   ------------   ------------
TRADITIONAL CLASS:
------------------
  Sold                                      8,649            732             --             --
  Reinvestment                                 --             --             --             --
  Repurchased                                  --             --             --             --
                                     ------------   ------------   ------------   ------------

     NET INCREASE IN TRADITIONAL
     CLASS                                  8,649            732             --             --
                                     ------------   ------------   ------------   ------------

     TOTAL NET INCREASE (DECREASE) IN
     FUND                            $ (3,499,938)      (424,824)  $  2,176,957        269,857
                                     ============   ============   ============   ============
</TABLE>

                                                                            -12-
<PAGE>

INDEPENDENT AUDITORS' REPORT

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

We have audited the  accompanying  statement of assets and liabilities of IMPACT
Total Return Portfolio (the "Fund"),  a Series of IMPACT  Management  Investment
Trust, including the schedule of investments in securities,  as of September 30,
2000, and the related  statement of operations for the year ended  September 30,
2000 and  changes in net assets and  financial  highlights  for the years  ended
September 30, 2000 and 1999. 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.  The financial  highlights for the year ended  September 30, 1998
and the period from inception (June 17, 1997) to September 30, 1997 were audited
by other  auditors  whose report dated October 22, 1998 expressed an unqualified
opinion on those statements.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits 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, 2000, 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
Total Return Portfolio,  a Series of IMPACT  Management  Investment Trust, as of
September 30, 2000 and 1999, and the results of its  operations,  changes in its
net assets and the financial  highlights for the years ended  September 30, 2000
and 1999 in conformity with generally accepted accounting principles.

                                                     SPICER, JEFFRIES & CO.


Denver, Colorado
October 27, 2000

                                       11



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