IMPACT MANAGEMENT INVESTMENT TRUST

                                 IMPACT 25 Fund
                    Amended and Restated Multiple Class Plan
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          This  Multiple  Class Plan (the "Plan") has been adopted by a majority
of the Board of Trustees,  including a majority of the independent  trustees, of
Impact Management Investment Trust (the "Trust") on behalf of the IMPACT 25 Fund
series of the Trust (the "Fund").  The Board has determined  that the Plan is in
the best interests of each Class of the Fund, and the Trust as a whole. The Plan
sets forth the provisions  relating to the  establishment of multiple classes of
shares for the Fund.

          1. The Fund may offer four classes of shares:  Class R shares, Class A
shares, Class F shares and Institutional Class shares.

          The Class R shares  are  subject to Rule  12b-1  charges.  The Class R
shares  of  the  Fund  shall  reimburse  Equity  Assets  Management,  Inc.  (the
"Advisor"),  IMPACT Financial Network,  Inc., (the  "Distributor") or others for
all  expenses  incurred by such parties in the  promotion  and  distribution  of
shares of the Class R shares of the Fund,  including  but not  limited  to,  the
printing  of  prospectuses  and  reports  used for sales  purposes,  expenses of
preparation of sales literature and related expenses,  advertisements, and other
distribution-related  expenses, as well as any distribution or service fees paid
to securities dealers or others who have executed a servicing agreement with the
Trust on  behalf  of the  Class R  shares,  or the  Distributor,  which  form of
agreement has been approved by the Trustees, including the independent trustees.
The monies to be paid pursuant to any such servicing  agreement shall be used to
pay dealers or others for, among other things,  furnishing personal services and
maintaining  shareholder accounts,  which services include,  among other things,
assisting  in  establishing  and  maintaining  customer  accounts  and  records;
assisting with the purchase and redemption  requests;  arranging for bank wires;
monitoring  dividend  payments from the Fund on behalf of customers;  forwarding
certain  shareholder  communications  from the Fund to customers;  receiving and
answering  correspondence;  and aiding in  maintaining  the  investment of their
respective customers in the Class R shares.

          The maximum  aggregate  amount which may be  reimbursed by the Class R
shares of the  Trust to such  parties  shall be 1.00%  per annum of the  average
daily net assets of the Class R shares;  provided  however,  that  payment  made
under any  servicing  agreement  entered  into by the  Class R shares  shall not
exceed 0.25% per annum of the average daily net assets of the Class R shares.

          The minimum initial investment for Class R shares is $250.

          2. Class A shares  are  subject  to Rule  12b-1  charges.  The Class A
shares of the Fund shall  reimburse the Advisor,  the  Distributor or others for
all  expenses  incurred by such parties in the  promotion  and  distribution  of
shares of the Class A shares of the Fund,  including  but not  limited  to,  the
printing  of  prospectuses  and  reports  used for sales  purposes,  expenses of
preparation of sales literature and related expenses,  advertisements, and other
distribution-related

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expenses, as well as any distribution or service fees paid to securities dealers
or others who have  executed a servicing  agreement  with the Trust on behalf of
the  Class A  shares,  or the  Distributor,  which  form of  agreement  has been
approved by the Trustees,  including the independent trustees.  The monies to be
paid pursuant to any such  servicing  agreement  shall be used to pay dealers or
others for, among other things,  furnishing  personal  services and  maintaining
shareholder accounts,  which services include, among other things,  assisting in
establishing and maintaining  customer accounts and records;  assisting with the
purchase and redemption requests;  arranging for bank wires; monitoring dividend
payments from the Fund on behalf of customers;  forwarding  certain  shareholder
communications   from   the  Fund  to   customers;   receiving   and   answering
correspondence;  and aiding in maintaining  the  investment of their  respective
customers in the Class A shares.  Class A Shares are also  offered  subject to a
contingent  deferred sales charge (subject to certain reductions or eliminations
of the sales charge as described in the applicable prospectus)

          The maximum  aggregate  amount which may be  reimbursed by the Class A
shares of the  Trust to such  parties  shall be 0.25%  per annum of the  average
daily net assets of the Institutional Class.

          The minimum  initial  investment  for Class A shares is $250.  Class A
shares are priced with a maximum front-end sales charge of 5.75%.

          3. Class F shares  are  subject  to Rule  12b-1  charges.  The Class F
shares of the Fund shall  reimburse the Advisor,  the  Distributor or others for
all  expenses  incurred by such parties in the  promotion  and  distribution  of
shares of the Class F shares of the Fund,  including  but not  limited  to,  the
printing  of  prospectuses  and  reports  used for sales  purposes,  expenses of
preparation of sales literature and related expenses,  advertisements, and other
distribution-related  expenses, as well as any distribution or service fees paid
to securities dealers or others who have executed a servicing agreement with the
Trust on  behalf  of the  Class F  shares,  or the  Distributor,  which  form of
agreement has been approved by the Trustees, including the independent trustees.
The monies to be paid pursuant to any such servicing  agreement shall be used to
pay dealers or others for, among other things,  furnishing personal services and
maintaining  shareholder accounts,  which services include,  among other things,
assisting  in  establishing  and  maintaining  customer  accounts  and  records;
assisting with the purchase and redemption  requests;  arranging for bank wires;
monitoring  dividend  payments from the Fund on behalf of customers;  forwarding
certain  shareholder  communications  from the Fund to customers;  receiving and
answering  correspondence;  and aiding in  maintaining  the  investment of their
respective customers in the Class F shares.

          The maximum  aggregate  amount which may be  reimbursed by the Class F
shares of the  Trust to such  parties  shall be 0.50%  per annum of the  average
daily net assets of the Class F shares.

          The minimum initial investment for Class F shares is $250.

          4. Institutional Class shares are not subject to Rule 12b-1 charges or
sales loads. The minimum initial  investment for  Institutional  Class shares is
$100,000.

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          5. The Trust's Rule 12b-1 Plans relating to the Class R shares,  Class
A shares and Class F shares of the Fund shall  operate  in  accordance  with the
Rule  2830 of the  Conduct  Rules  of the  National  Association  of  Securities
Dealers.

          6. The only difference in expenses as between Class R shares,  Class A
shares,  Class F shares and  Institutional  Class  shares  shall relate to sales
charges,  if any, and differences in the Rule 12b-1 Plan expenses of each class,
if any, as described in each Class's Rule 12b-1 Plan.

          7. The Class R shares will be  exchanged  automatically  for shares of
Class A shares after 10 years.  The conversion  will be effected on the basis of
the relative net asset values of the two classes  without the  imposition of any
sales load,  fee, or other charge.  The conversion will also be effected only if
the expenses,  including  payments  authorized  under a plan adopted pursuant to
Rule 12b-1 for the  target  class are not higher  than the  expenses,  including
payment  authorized  under a rule 12b-1 plan,  for the  purchase  class.  If the
shareholders  of the target class approve any increase in expenses  allocated to
the target class under  paragraphs  (a)(1)(i) and (a)(1)(ii) of Rule 18f-3,  and
the purchase class shareholders do not approve the increase, IMIT will establish
a new target  class for the  purchase  class on the same terms as applied to the
target class before that increase.  There will no conversion features associated
with any other Classes of shares.

          8. Each Class will vote separately with respect to any Rule 12b-1 Plan
related to the Class.

          9. On an ongoing  basis,  the  Trustees  pursuant  to their  fiduciary
responsibilities  under the  Investment  Company Act of 1940,  as amended,  (the
"Act"), and otherwise,  will monitor the Trust for the existence of any material
conflicts  between  the  interests  of the  classes  of  shares.  The  Trustees,
including a majority of the independent  trustees,  shall take such action as is
reasonably  necessary  to eliminate  any such  conflict  that may  develop.  The
Advisor and the  Distributor  shall be responsible for alerting the Board to any
material conflicts that arise.

          10.  All  material  amendments  to this  Plan  must be  approved  by a
majority of the Trustees of the Trust,  including a majority of the Trustees who
are not "interested persons" of the Trust, as defined in the Act.

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