STAR SELECT FUNDS, 485APOS, 1998-01-30

STAR SELECT FUNDS
485APOS, 1998-01-30

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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. 2 / X /

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT / /
OF 1940

Amendment No. 3 / X /

(Check appropriate box or boxes.)

Star Select Funds - File Nos.333-23987 and 811-8155
(Exact Name of Registrant as Specified in Charter)

431 North Pennsylvania Street, Indianapolis, Indiana 46204
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: 317-634-3300

Jennie Carlson, c/o Star Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202
(Name and Address of Agent for Service)

With copy to:
Donald S. Mendelsohn, Brown, Cummins & Brown Co., L.P.A.
3500 Carew Tower, Cincinnati, Ohio 45202

Release Date: April 1, 1998

It is proposed that this filing will become effective:

/ / immediately upon filing pursuant to paragraph (b)
/ / on pursuant to paragraph (b)
/X/ 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:

/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Title of Securities Being Registered

Omit from the facing sheet reference to the other Act if the Registration
Statement or amendment is filed under only one of the Acts. Include the
"Approximate Date of Proposed Public Offering" and "Title of Securities Being
Registered" only where securities are being registered under the Securities Act
of 1933.

<PAGE>

Star Select Funds
CROSS REFERENCE SHEET
FORM N-1A

FOR STAR SELECT REIT-PLUS FUND (CLASS B SHARES)

ITEM SECTION IN PROSPECTUS

1......................Cover Page
2......................Summary of Fund Expenses
3......................None
4......................The Fund, Investment Objective and Strategies and Risk
Considerations, Investment Policies and Techniques,
Operation of the Fund, General Information
5......................Operation of the Fund
5A.....................None
6......................Cover Page, Dividends and Distributions, Taxes, General
Information, Redeeming Shares
7......................Cover Page, How to Invest in the Fund, Share Price
Calculation, Operation of the Fund, Redeeming Shares
8......................Redeeming Shares
9......................None
13......................General Information
15......................General Information

SECTION IN STATEMENT OF
ITEM ADDITIONAL INFORMATION

10.......................Cover Page
11.......................Table of Contents
12.......................None
13.......................Additional Information About Fund Investments and Risk
Considerations, Investment Limitations
14.......................Trustees and Officers
15.......................Description of the Trust
16.......................The Investment Adviser, Custodian, Transfer Agent,
Accountants, Trustees and Officers
17.......................Portfolio Transactions and Brokerage
18.......................Description of the Trust
19.......................Determination of Share Price
20.......................None
21.......................Distributor
22.......................Investment Performance
23.......................Financial Statements

<PAGE>

Star Select Funds
CROSS REFERENCE SHEET
FORM N-1A

FOR STAR SELECT REIT-PLUS FUND (CLASS C SHARES)

ITEM SECTION IN PROSPECTUS

1.......................Cover Page
2.......................Summary of Fund Expenses
3.......................Supplement to Prospectus
4.......................The Fund, Investment Objective and Strategies and Risk
Considerations, Investment Policies and Techniques,
Operation of the Fund, General Information; Supplement
to Prospectus
5.......................Operation of the Fund
5A......................None
6.......................Cover Page, Dividends and Distributions, Taxes, General
Information, Redeeming Shares; Supplement to Prospectus
7.......................Cover Page, How to Invest in the Fund, Share Price
Calculation, Operation of the Fund, Redeeming Shares
8.......................Redeeming Shares
9.......................None..
13.......................General Information
15.......................General Information

SECTION IN STATEMENT OF
ITEM ADDITIONAL INFORMATION

10........................Cover Page
11........................Table of Contents
12........................None
13........................Additional Information About Fund Investments and Risk
Considerations, Investment Limitations
14........................Trustees and Officers
15........................Description of the Trust
16........................The Investment Adviser, Custodian, Transfer Agent,
Accountants, Trustees and Officers
17........................Portfolio Transactions and Brokerage
18........................Description of the Trust
19........................Determination of Share Price
20........................None..
21........................Distributor
22........................Investment Performance
23........................Financial Statements

<PAGE>

SUPPLEMENT DATED APRIL 1, 1998
TO PROSPECTUS DATED JUNE 1, 1997

STAR SELECT REIT-PLUS FUND

The following financial highlights for the period ended September 30, 1997,
are derived from the unaudited financial statements of the Fund. The financial
highlights are an integral part of, and should be read in conjunction with, the
unaudited financial statements. The unaudited financial statements are included
in the Semi-Annual Report to Shareholders for the period ended September 30,
1997 and are incorporated by reference in the Fund's Statement of Additional
Information.

FINANCIAL HIGHLIGHTS (Unaudited)

1997(a)

PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning.............................................. $10.00
Income from investment
Operations:
Net investment income.......................................... 0.14
Net realized and unrealized
gain (loss) on investments............................ 1.02
Total from investment income............................................ 1.16
Less distributions:
Dividends from net
investment income..................................... (0.12)
Total from distributions ............................................. (0.12)

Net asset value at end of period........................................ $11.04

TOTAL RETURN (b)........................................................ 49.63%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (millions)............................ 34.3

Ratio of total expenses to
average net assets (b).......................................... 1.19%

Ratio of net investment income
to average net assets (b)....................................... 4.22%

Portfolio turnover.............................................. 11.71%

Average commission rate paid....................................$0.0737

(a) For the period June 24, 1997 (commencement of operations) to
September 30, 1997.
(b) Annualized.

The following informationshould be read in conjunction with the sections
entitled "The Fund," page 1, and "Shareholder Rights," pages 8-9, of the
Prospectus:

"This Prospectus offers shares of the Fund on a no-load basis. On January
29, 1998, the Board of Trustees of the Star Select Funds renamed the
no-load shares "Class C" shares, and another class of shares, called "Class
B," was established. Each class represents interests in the same assets of
the Fund. The classes differ as follows: 1) no sales charge is imposed on
Class C shares, 2) Class B shares are subject to a contingent deferred
sales charge, and 3) each Class may bear differing amounts of certain
class-specific expenses.
<PAGE>

The differing sales charges and other expenses applicable to the different
classes of the Fund's shares may affect the performance of those classes.
Broker/dealers and others entitled to receive compensation for selling or
servicing Fund shares may receive more with respect to one class than
another. The Board of Trustees of the Trust does not anticipate that there
will be any conflicts among the interests of the holders of the different
classes of Fund shares. On an ongoing basis, the Board will consider
whether any such conflict exists and, if so, take appropriate action. More
information concerning the classes of shares of the Fund may be obtained by
calling Star Bank at 800-677-FUND."

Replacing the last two sentences of the Section entitled "Shareholder
Rights", pages 8-9 of the Prospectus, the following language should be
inserted:

"As of January 12, 1998, Star Bank, N.A., trustee of the First Cinco
omnibus accounts, was the record owner of a majority of the
outstanding shares of the Fund. As a result, Star Bank, N.A. may be
deemed to control the Fund."

<PAGE>

STAR SELECT REIT-PLUS FUND

PROSPECTUS June 1, 1997

429 North Pennsylvania Street
Indianapolis, Indiana 46204

For Information, Client Services and Requests:
(800) 677-FUND

Star Select REIT-Plus Fund (the "Fund") is a diversified, open-end mutual
fund whose investment objective is to provide above average income and long term
growth of capital. The Fund seeks to achieve its objective by investing
primarily in REITs (real estate investment trusts) plus other real estate
related equity securities. The Fund is "no-load," which means there are no sales
charges or commissions.

This Prospectus provides the information a prospective investor ought to
know before investing and should be retained for future reference. A Statement
of Additional Information dated June 1, 1997 ("SAI") has been filed with the
Securities and Exchange Commission (the "SEC"), is incorporated herein by
reference, and can be obtained without charge by calling the Fund at the phone
number listed above. The SEC maintains a Web Site (htpp://www.sec.gov) that
contains the SAI, material incorporated by reference, and other information
regarding registrants that file electronically with the SEC.

Shares of the Fund are not deposits or obligations of Star Bank, N.A. or
its affiliates, are not endorsed or guaranteed by Star Bank, N.A. or its
affiliates, and are not insured by the Federal Deposit Insurance Corporation
(FDIC), the Federal Reserve Board or any other government agency, entity, or
person. The purchase of fund shares involves investment risks, including the
possible loss of principal.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

<PAGE>

SUMMARY OF FUND EXPENSES

The tables below are provided to assist an investor in understanding the
direct and indirect expenses that an investor may incur as a shareholder in the
Fund. The expense information is based on estimated amounts for the current
fiscal year. The expenses are expressed as a percentage of average net assets.
The Example should not be considered a representation of future Fund performance
or expenses, both of which may vary.

Shareholders should be aware that the Fund is a no-load fund and,
accordingly, a shareholder does not pay any sales charge or commission upon
purchase or redemption of shares of the Fund.

Shareholder Transaction Expenses

Maximum Sales Load on Purchases............................................NONE
Sales Load Imposed on Reinvested Dividends.................................NONE
Maximum Contingent Deferred Sales Load.....................................NONE
Redemption Fee.............................................................NONE
Exchange Fees..............................................................NONE

Annual Fund Operating Expenses (as a percentage of average net assets)

Management Fees.................................................0.75%
12b-1 Fees1.....................................................0.00%
Other Expenses..................................................0.59%
Total Fund Operating Expenses.............................................1.34%

1 The Trust has adopted a 12b-1 Plan which permits the Fund to pay up to
0.25% of average net assets as a 12b-1 fee to the Fund's distributor. The
Fund's expenses will not be affected by the 12b-1 Plan because the Plan
will not be activated through July 31, 1998.

Example

You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the end of each time period:

1 Year 3 Years

$14 $43

THE FUND

Star Select REIT-Plus Fund (the "Fund") was organized as a series of Star
Select Funds, an Ohio business trust (the "Trust") on February 28, 1997. This
prospectus offers shares of the Fund and each share represents an undivided,
proportionate interest in the Fund. The investment adviser to the Fund is Star
Bank, N.A. (the "Adviser" or "Star Bank").

INVESTMENT OBJECTIVE AND STRATEGIES AND RISK CONSIDERATIONS

The investment objective of the Star Select REIT-Plus Fund is to provide
shareholders with above average income and long term growth of capital. The Fund
seeks to achieve its objective by investing primarily in real estate investment
trusts ("REITs") plus other real estate related equity securities (including
common stock, preferred stock and securities convertible into common stock).
Under normal circumstances, the Fund will invest at least 65% of its total
assets in real estate related equity securities, including at least 50% of its
total assets in REITs.

A REIT is a corporation or business trust that invests substantially all of
its assets in interests in real estate. Equity REITs are those which purchase or
lease land and buildings and generate income primarily from rental income.
Equity REITs may also realize capital gains (or losses) when selling property
that has appreciated (or depreciated) in value. Mortgage REITs are those which
invest in real estate mortgages and generate income primarily from interest
payments on mortgage loans. Hybrid REITs generally invest in both real property
and mortgages. It is anticipated that the Fund's investments in REITs will be
primarily those characterized as equity REITs. Real estate related equity
securities also include those issued by real estate developers, companies with
substantial real estate holdings (for investment or as part of their
operations), as well as companies whose products and services are directly
related to the real estate industry, such as building supply manufacturers,
mortgage lenders or mortgage servicing companies.
<PAGE>

The Fund is not intended to be a complete investment program. The
concentration of the Fund's investments in the real estate industry will subject
the Fund to risks in addition to those that apply to the general equity market.
Economic, legislative or regulatory developments may occur which significantly
affect the entire real estate industry and thus may subject the Fund to greater
market fluctuations than a fund that does not concentrate in a particular
industry. In addition, the Fund will generally be subject to risks associated
with direct ownership of real estate, such as decreases in real estate values or
fluctuations in rental income caused by a variety of factors, including
increases in interest rates, increases in property taxes and other operating
costs, casualty or condemnation losses, possible environmental liabilities and
changes in supply and demand for properties.

Risks associated with REIT investments include the fact that equity and
mortgage REITs are dependent upon specialized management skills and are not
fully diversified. These characteristics subject REITs to the risks associated
with financing a limited number of projects. They are also subject to heavy cash
flow dependency, defaults by borrowers, and self-liquidation. Additionally,
equity REITs may be affected by any changes in the value of the underlying
property owned by the trusts, and mortgage REITs may be affected by the quality
of any credit extended. The Adviser seeks to mitigate these risks by selecting
REITs diversified by sector (shopping malls, apartment building complexes and
health care facilities) and geographic location.

Although the Fund will invest primarily in real estate related equity
securities (including REITs), the Fund may invest outside the real estate
industry. For temporary defensive purposes under abnormal market conditions (as
determined by the Adviser), the Fund may hold all or a portion of its assets in
money market instruments (high quality income securities with maturities of less
than one year), securities of money market funds or U.S. government repurchase
agreements. The Fund may also invest in such instruments at any time to maintain
liquidity or pending selection of investments in accordance with its policies.
To the extent the Fund invests in money market funds, shareholders of the Fund
will be subject to duplicative management fees.

As all investment securities are subject to inherent market risks and
fluctuations in value due to earnings, economic and political conditions and
other factors, the Fund cannot give any assurance that its investment objective
will be achieved. While the Fund has no operating history, the investment
methodology used by the Adviser in managing the Fund's portfolio has been used
by the Adviser since 1987 in the management of an internal common trust fund.
Rates of total return quoted by the Fund may be higher or lower than past
quotations, and there can be no assurance that any rate of total return will be
maintained. See "Investment Policies and Techniques" for a more detailed
discussion of the Fund's investment practices.

HOW TO INVEST IN THE FUND

Minimum Investment Required

The minimum initial investment in the Fund by an investor is $1,000 ($25
for Star Bank Connections Group banking customers and Star Bank employees and
members of their immediate family). The minimum subsequent investment is $25.
For customers of Star Bank, an institutional investor's minimum investment will
be calculated by combining all Fund accounts it maintains with Star Bank and
invests with the Fund.

Systematic Investment Plan

Once a Fund account has been opened, shareholders may add to their
investment on a regular basis in a minimum amount of $25. Under this plan, funds
may be withdrawn periodically from the shareholder's checking account and
invested in shares of the Fund at the net asset value next determined after an
order is received by Star Bank. A shareholder may apply for participation in
this plan through Star Bank.

Share Purchases

All shares are purchased through Unified Management Corporation, the Fund's
distributor (the "Distributor"). All purchases should be sent as indicated under
"Purchasing By Mail," except Texas residents must send purchase documents to
Unified Advisers, Inc., the Fund's transfer agent (the "Transfer Agent") and
agent for the Distributor, at 429 N. Pennsylvania Street, Indianapolis, Indiana
46204.

<PAGE>

Purchasing By Mail

New Account Additional Investments

Complete and sign the enclosed New Account Additional investments should
Form. Please include the amount of your include your account number
initial investment on the New Account Form, and the name of the Fund. Make
make your check payable to The Star Select the check payable to The Star
Funds and mail to: Select Funds and mail to:

Star Select Funds
Client Services
Star Bank, N.A.
425 Walnut Street, ML 7135
Cincinnati, OH 45202

Purchasing By Wire

You may also purchase shares of the Fund by wiring Federal Funds from your
bank, which may charge you a fee for doing so. The funds should be wired to:

Star Bank, N.A.
ABA: 042000013
Account: 486464944
Credit to Unified Management Corporation
Star Select REIT-Plus Fund
Account Number (your account number)
Account Registration

To assure the proper receipt, please be sure your bank includes the Fund's name
and your mutual fund account number. Wire purchases will be accepted only when
the Fund and Custodian Bank are open for business. Funds must be received at the
Federal Reserve Bank by 3:30 p.m. (Eastern time) in order to receive that day's
trade date.

Other Purchase Information

Shares of the Fund also may be purchased through broker-dealers. Your
broker-dealer must notify Star Bank of your purchase by 3:30 p.m. (Eastern
time), and payment is normally required within three business days.

The Fund does not issue share certificates. All shares are held in
non-certificate form registered on the books of the Fund and the Transfer Agent
for the account of the shareholder. The rights to limit the amount of purchases
and to refuse to sell to any person are reserved by the Fund. If your check or
wire does not clear, you will be responsible for any loss incurred by the Fund.
If you are already a shareholder, the Fund can redeem shares from any
identically registered account in the Fund as reimbursement for any loss
incurred. You may be prohibited or restricted from making future purchases in
the Fund.

REDEEMING SHARES

The Fund redeems shares at its net asset value next determined after Star
Bank receives the redemption request. Redemptions will be made on days on which
the Fund computes its net asset value. Redemption requests cannot be executed on
days on which the New York Stock Exchange is closed or on federal holidays
restricting wire transfers. Requests for redemption for the Fund can be made in
person, by telephone or by mail.

By Telephone. Shareholders may redeem shares of the Fund by telephoning Star
Bank at 1-800-677- FUND. Redemption requests given by telephone may be
electronically recorded. For calls received by Star Bank before 3:30 p.m.
(Eastern time), proceeds will normally be wired the following day to the
shareholder's account at Star Bank or a check will be sent to the address of
record. In no event will proceeds be wired or a check mailed more than five
business days after a proper request for redemption has been received. If, at
any time, the Fund shall determine it necessary to terminate or modify this
method of redemption, shareholders will be promptly notified.

In the event of drastic economic or market changes, a shareholder may
experience difficulty in redeeming by telephone, although neither the Fund nor
the transfer agent has ever experienced difficulties in receiving and in a
timely fashion responding to telephone requests for redemptions. If such a case
should occur, another method of redemption should be considered.

If reasonable procedures are not followed by the Fund, it may be liable for
losses, due to unauthorized or fraudulent telephone instructions.

<PAGE>

By Mail. Shareholders may also redeem shares by sending a written request to
Star Select Funds Client Services, Star Bank, N.A., 425 Walnut Street, ML 7135,
Cincinnati, Ohio 45202. The written request must include the shareholder's name,
the Fund name, the account number, and the share or dollar amount requested.
Shareholders may call the Fund for assistance in redeeming by mail.

Signatures. Shareholders requesting a redemption of any amount to be sent to an
address other than that on record with the Fund or a redemption payable other
than to the shareholder of record must have signatures on written redemption
requests guaranteed by:

* a trust company or commercial bank whose deposits are insured by the BIF,
which is administered by the FDIC;

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

* a savings bank or savings and loan association whose deposits are insured
by the SAIF, which is administered by the FDIC; or

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

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

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

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

Systematic Withdrawal Plan

Shareholders of the Fund may engage in a Systematic Withdrawal Plan. Under
this plan, shareholders may arrange for regular monthly or quarterly fixed
withdrawal payments. Each payment must be at least $25. Depending upon the
amount of the withdrawal payments and the amount of dividends paid with respect
to shares of the Fund, redemptions may reduce, and eventually deplete, the
shareholder's investment in the Fund. For this reason, payments under this plan
should not be considered as yield or income on the shareholder's investment in
the Fund.

Additional Information

If you are not certain of the requirements for a redemption please call
Star Bank at 800- 677- FUND. Redemptions specifying a certain date or share
price cannot be accepted and will be returned. You will be mailed the proceeds
on or before the fifth business day following the redemption. However, payment
for redemption made against shares purchased by check will be made only after
the check has been collected, which normally may take up to fifteen days.

Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the Fund reserves the right to require any shareholder to redeem all
of his or her shares in the Fund on 30 days' written notice if the value of his
or her shares in the Fund is less than $1,000 due to redemption, or such other
minimum amount as the Fund may determine from time to time. An involuntary
redemption constitutes a sale. You should consult your tax adviser concerning
the tax consequences of involuntary redemptions. A shareholder may increase the
value of his or her shares in the Fund to the minimum amount within the 30 day
period. Each share of the Fund is subject to redemption at any time if the Board
of Trustees determines in its sole discretion that failure to so redeem may have
materially adverse consequences to all or any of the shareholders of the Fund.
<PAGE>

SHARE PRICE CALCULATION

The value of an individual share in the Fund (the net asset value) is
calculated by dividing the total value of the Fund's investments and other
assets (including accrued income), less any liabilities (including estimated
accrued expenses), by the number of shares outstanding, rounded to the nearest
cent. Net asset value per share is determined as of the close of the New York
Stock Exchange (4:00 p.m., Eastern time) on each day that the exchange is open
for business, and on any other day on which there is sufficient trading in the
Fund's securities to materially affect the net asset value. The net asset value
per share of the Fund will fluctuate.

Securities which are traded on any exchange or on the NASDAQ
over-the-counter market are valued at the last quoted sale price. Lacking a last
sale price, a security is valued at its last bid price except when, in the
Adviser's opinion, the last bid price does not accurately reflect the current
value of the security. All other securities for which over-the-counter market
quotations are readily available are valued at their last bid price. When market
quotations are not readily available, when the Adviser determines the last bid
price does not accurately reflect the current value or when restricted
securities are being valued, such securities are valued as determined in good
faith by the Adviser, subject to review by the Board of Trustees of the Trust.

Fixed income securities generally are valued by using market quotations,
but may be valued on the basis of prices furnished by a pricing service when the
Adviser believes such prices accurately reflect the fair market value of such
securities. A pricing service utilizes electronic data processing techniques
based on yield spreads relating to securities with similar characteristics to
determine prices for normal institutional-size trading units of debt securities
without regard to sale or bid prices. When prices are not readily available from
a pricing service, or when restricted or illiquid securities are being valued,
securities are valued at fair value as determined in good faith by the Adviser,
subject to review by the Board of Trustees. Short term investments in fixed
income securities with maturities of less than 60 days when acquired, or which
subsequently are within 60 days of maturity, are valued by using the amortized
cost method of valuation, which the Board has determined will represent fair
value.

DIVIDENDS AND DISTRIBUTIONS

The Fund intends to distribute substantially all of its net investment
income as dividends to its shareholders on a quarterly basis, and intends to
distribute its net long term capital gains and its net short term capital gains
at least once a year.

Income dividends and capital gain distributions are paid in cash. An
election to have dividends and/or capital gain distributions automatically
reinvested in additional shares at the net asset value per share on the
distribution date may be made in the application to purchase shares or by
separate written notice to Star Bank. Shareholders will receive a confirmation
statement reflecting the payment and reinvestment of dividends and summarizing
all other transactions. Checks for cash payments normally will be mailed within
five business days after the payable date. Distributions on shares held in IRAs
and 403(b) plans may be paid in cash only if you are 59 1/2 years old or
permanently and totally disabled or if you otherwise qualify under the
applicable plan.

TAXES

The Fund intends to qualify each year as a "regulated investment company"
under the Internal Revenue Code of 1986, as amended. By so qualifying, the Fund
will not be subject to federal income taxes to the extent that it distributes
substantially all of its net investment income and any realized capital gains.

For federal income tax purposes, dividends paid by the Fund from ordinary
income are taxable to shareholders as ordinary income, but may be eligible in
part for the dividends received deduction for corporations. Pursuant to the Tax
Reform Act of 1986 (the "Tax Reform Act"), all distributions of net capital
gains to individuals are taxed at the same rate as ordinary income. All
distributions of net capital gains to corporations are taxed at regular
corporate rates. Any distributions designated as being made from net realized
long term capital gains are taxable to shareholders as long term capital gains
regardless of the holding period of the shareholder.
<PAGE>

The Fund will mail to each shareholder after the close of the calendar year
a statement setting forth the federal income tax status of distributions made
during the year. Dividends and capital gains distributions may also be subject
to state and local taxes. Shareholders are urged to consult their own tax
advisers regarding specific questions as to federal, state or local taxes and
the tax effect of distributions and withdrawals from the Fund.

On the application or other appropriate form, the Fund will request the
shareholder's certified taxpayer identification number (social security number
for individuals) and a certification that the shareholder is not subject to
backup withholding. Unless the shareholder provides this information, the Fund
will be required to withhold and remit to the U.S. Treasury 31% of the
dividends, distributions and redemption proceeds payable to the shareholder.
Shareholders should be aware that, under regulations promulgated by the Internal
Revenue Service, the Fund may be fined $50 annually for each account for which a
certified taxpayer identification number is not provided. In the event that such
a fine is imposed with respect to a specific account in any year, the Fund may
make a corresponding charge against the account.

OPERATION OF THE FUND

The Fund is a diversified series of Star Select Funds, an open-end
management investment company organized as an Ohio business trust on February
28, 1997. The Board of Trustees supervises the business activities of the Fund.
Like other mutual funds, the Fund retains various organizations to perform
specialized services.

The Fund retains Star Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45201
(the "Adviser" or "Star Bank") to manage the Fund's investments. The Adviser
continually conducts investment research and supervision for the Fund and is
responsible for the purchase or sale of portfolio instruments, for which it
receives an annual fee from the Fund. The Fund is authorized to pay the Adviser
a monthly fee equal to an annual average rate of 0.75% of its average daily net
assets.

Star Bank, a national bank, was founded in 1863 and is the largest bank and
trust organization of Star Banc Corporation. As of December 31, 1996, Star Bank
had an asset base of $10.1 billion. Star Bank's expertise in trust
administration, investments, and estate planning ranks it among the most
predominant trust institutions in Ohio, with assets of $30.2 billion as of
December 31, 1996.

Star Bank has managed commingled funds since 1957. As of December 31, 1996,
it managed one common trust fund and two collective investment funds having a
market value in excess of $65.9 million. Additionally, Star Bank has managed the
portfolios of the Star Funds, another registered investment company, since 1989.
As of December 31, 1996, the combined assets of the Star Funds and the
commingled funds managed by the Adviser exceeded $2 billion.

As part of its regular banking operations, Star Bank may make loans to
public companies. Thus, it may be possible, from time to time, for the Fund to
hold or acquire the securities of issuers which are also lending clients of Star
Bank. The lending relationship will not be a factor in the selection of
securities.

Peter Sorrentino and Carolyn A. Baril are primarily responsible for the
day-to-day management of the Fund's portfolio since its inception. Peter
Sorrentino is Vice President and Director of Portfolio Management and Research
for the Capital Management Division of Star Bank. Mr. Sorrentino has managed the
domestic equity component of Star Strategic Income Fund and The Stellar Fund
since January 1996. Prior to joining Star Bank in 1996, Mr. Sorrentino served as
Regional Director of Portfolio Management for Banc One Investment Advisors since
1987. Mr. Sorrentino earned a Bachelor of Business Administration degree in
Finance and Accounting from the University of Cincinnati. He also earned the
Chartered Financial Analyst designation.

<PAGE>

Carolyn A. Baril is an Equity Research Analyst and Trust Investment Officer
for the Capital Management Division of Star Bank. She has assisted portfolio
managers in daily investment decisions since January 1997. Prior to joining Star
Bank, Ms. Baril was with Fifth Third Investment Advisors where she served as a
Research Analyst from June 1993. From May 1992 to June 1993, Ms. Baril was a
Financial Analyst for Beth Israel Hospital, in Boston, Massachusetts. Ms. Baril
earned a Bachelor of Business Administration from Simmons College and is working
towards her MBA at Xavier University.

The Fund also retains Star Bank to act as shareholder servicing agent on
its behalf. The Fund is authorized to pay Star Bank up to 0.25% of its average
daily net assets to provide shareholder support services and to maintain
shareholder accounts. Star Bank currently receives 0.05% of the Fund's average
daily net assets for shareholder services and it is anticipated that the fee
will remain at 0.05% for the foreseeable future. Star Bank also acts as the
Fund's custodian, for which it receives a monthly fee equal to an annual average
rate of 0.025% of its average daily net assets.

The Fund retains Unified Advisers, Inc. ("Unified"), 429 N. Pennsylvania
Street, Indianapolis, Indiana 46204, to act as the Fund's administrator and
transfer agent. As administrator, Unified manages the Fund's business affairs
and provides the Fund with administrative services, including compliance and
accounting services and all regulatory reporting, and necessary office
equipment, personnel and facilities to operate the Fund. For these
administrative and transfer agency services, it receives a monthly fee from the
Fund equal to an annual average rate of 0.25% of the Fund's average daily net
assets. The Fund retains Unified Management Corporation, 429 N. Pennsylvania
Street, Indianapolis, Indiana 46204 (the "Distributor") to act as the principal
distributor of the Fund's shares.

Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., and subject to its obligation of seeking best
qualitative execution, the Adviser may give consideration to sales of shares of
the Fund as a factor in the selection of brokers and dealers to execute
portfolio transactions. The Adviser (not the Fund) may pay certain financial
institutions (which may include banks, securities dealers and other industry
professionals) a "servicing fee" for performing certain administrative functions
for Fund shareholders to the extent those institutions are allowed to do so by
applicable statute, rule or regulation. The servicing fee may amount to 0.25% of
the average daily net assets serviced by the institution for each calendar
quarter, although it is anticipated that no fee will be paid with respect to
assets invested for more than one year.

INVESTMENT POLICIES AND TECHNIQUES

This section contains general information about various types of securities
and investment techniques that the Fund may purchase or employ.

Equity Securities

The Fund may invest in common stock, preferred stock and common stock
equivalents (such as convertible preferred stock and convertible debentures) of
real estate related companies (including REITs) and other companies. Convertible
preferred stock is preferred stock that can be converted into common stock
pursuant to its terms. Convertible debentures are debt instruments that can be
converted into common stock pursuant to their terms. The Adviser intends to
invest only in convertible debentures rated A or higher by Standard & Poor's
Corporation ("S&P") or by Moody's Investors Services, Inc. ("Moody's") or, if
unrated, are deemed to be of comparable quality by the Adviser. The Fund may
hold warrants and rights issued in conjunction with common stock, but in general
will sell any such warrants or rights as soon as practicable after they are
received. Warrants are options to purchase equity securities at a specified
price valid for a specific time period. Rights are similar to warrants, but
normally have a short duration and are distributed by the issuer to its
shareholders.
<PAGE>

Option Transactions

The Fund may engage in option transactions involving individual securities
and stock indexes. An option involves either (a) the right or the obligation to
buy or sell a specific instrument at a specific price until the expiration date
of the option, or (b) the right to receive payments or the obligation to make
payments representing the difference between the closing price of a stock index
and the exercise price of the option expressed in dollars times a specified
multiple until the expiration date of the option. Options are sold (written) on
securities and stock indexes. The purchaser of an option on a security pays the
seller (the writer) a premium for the right granted but is not obligated to buy
or sell the underlying security. The purchaser of an option on a stock index
pays the seller a premium for the right granted, and in return the seller of
such an option is obligated to make the payment. A writer of an option may
terminate the obligation prior to expiration of the option by making an
offsetting purchase of an identical option. Options are traded on organized
exchanges and in the over-the-counter market. To cover the potential obligations
involved in writing options, the Fund will either (a) own the underlying
security, or in the case of an option on a market index, will hold a portfolio
of stocks substantially replicating the movement of the index, or (b) the Fund
will segregate with the Custodian high grade liquid debt obligations sufficient
to purchase the underlying security or equal to the market value of the stock
index option, marked to market daily.

The purchase and writing of options requires additional skills and
techniques beyond normal portfolio management, and involves certain risks. The
purchase of options limits the Fund's potential loss to the amount of the
premium paid and can afford the Fund the opportunity to profit from favorable
movements in the price of an underlying security to a greater extent than if
transactions were effected in the security directly. However, the purchase of an
option could result in the Fund losing a greater percentage of its investment
than if the transaction were effected directly. When the Fund writes a call
option, it will receive a premium, but it will give up the opportunity to profit
from a price increase in the underlying security above the exercise price as
long as its obligation as a writer continues, and it will retain the risk of
loss should the price of the security decline. When the Fund writes a put
option, it will assume the risk that the price of the underlying security or
instrument will fall below the exercise price, in which case the Fund may be
required to purchase the security or instrument at a higher price than the
market price of the security or instrument. In addition, there can be no
assurance that the Fund can effect a closing transaction on a particular option
it has written. Further, the total premium paid for any option may be lost if
the Fund does not exercise the option or, in the case of over-the-counter
options, the writer does not perform its obligations.

Loans of Portfolio Securities

The Fund may make long and short term loans of its portfolio securities.
Under the lending policy authorized by the Board of Trustees and implemented by
the Adviser in response to requests of broker-dealers or institutional investors
which the Adviser deems qualified, the borrower must agree to maintain
collateral, in the form of cash or U.S. government obligations, with the Fund on
a daily mark-to-market basis in an amount at least equal to 100% of the value of
the loaned securities. The Fund will continue to receive dividends or interest
on the loaned securities and may terminate such loans at any time or require
such securities in time to vote on any matter which the Adviser determines to be
important. With respect to loans of securities, there is the risk that the
borrower may fail to return the loaned securities or that the borrower may not
be able to provide additional collateral.

General

Under normal circumstances, the Fund may invest up to 5% of its net assets
in U.S. government obligations, and up to 5% of its net assets in corporate
bonds and notes. The Fund intends to invest only in fixed income securities
rated A or higher by Moody's Investors Services, Inc. or by Standard and Poor's
Corporation or, if unrated, are deemed to be of comparable quality by the
Adviser. See "Additional Information About Fund Investments and Risk
Considerations" in the Statement of Additional Information.

GENERAL INFORMATION

Fundamental Policies. The investment limitations set forth in the Statement
of Additional Information as fundamental policies may not be changed without the
affirmative vote of the majority of the outstanding shares of the Fund. The
investment objective of the Fund may be changed without the affirmative vote of
a majority of the outstanding shares of the Fund. Any such change may result in
the Fund having an investment objective different from the objective which the
shareholders considered appropriate at the time of investment in the Fund.

Portfolio Turnover. The Fund does not intend to purchase or sell securities
for short term trading purposes. The Fund will, however, sell any portfolio
security (without regard to the length of time it has been held) when the
Adviser believes that market conditions, creditworthiness factors or general
economic conditions warrant such action. It is anticipated that the Fund will
have a portfolio turnover rate of less than 100%.
<PAGE>

Shareholder Rights. Any Trustee of the Trust may be removed by vote of the
shareholders holding not less than two-thirds of the outstanding shares of the
Trust. The Trust does not hold an annual meeting of shareholders. The Trust
will, if requested to do so by the holders of at least 10% of the Trust's
outstanding shares, call a meeting of shareholders for the purpose of voting
upon the question of removal of a trustee or trustees and will assist in
communications with other shareholders. When matters are submitted to
shareholders for a vote, each shareholder is entitled to one vote for each whole
share he owns and fractional votes for fractional shares he owns. All shares of
the Fund have equal voting rights and liquidation rights. The Declaration of
Trust can be amended by the Trustees, except that any amendment that adversely
effects the rights of shareholders must be approved by the shareholders
affected. Prior to the offering made by this Prospectus, the Maxwell C. Weaver
Foundation purchased for investment all of the outstanding shares of the Fund.
As a result, the Maxwell C. Weaver Foundation may be deemed to control the Fund.
Effect of Banking Laws. The Glass-Steagall Act and other banking laws and
regulations presently prohibit a bank holding company registered under the Bank
Holding Company Act of 1956 or any affiliate thereof from sponsoring,
organizing, or controlling a registered, open-end management investment company
continuously engaged in the issuance of its shares, and from issuing,
underwriting, selling, or distributing securities in general. Such laws and
regulations do not prohibit such a holding company or affiliate from acting as
investment adviser, transfer agent, or custodian to such an investment company
or from purchasing shares of such a company as agent for and upon the order of
their customers. The Fund's investment adviser, Star Bank, is subject to such
banking laws and regulations.

Star Bank believes that it may perform the investment advisory services for
the Fund contemplated by its advisory agreement with the Trust without violating
the Glass-Steagall Act or other applicable banking laws or regulations. Changes
in either federal or state statutes and regulations relating to the permissible
activities of banks and their subsidiaries or affiliates, as well as further
judicial or administrative decisions or interpretations of present or future
statutes and regulations, could prevent Star Bank from continuing to perform all
or a part of the above services for its customers and/or the Fund.

In such event, changes in the operation of the Fund may occur, including
the possible alteration or termination of any automatic or other Fund share
investment and redemption services then being provided by Star Bank, and the
Trustees would consider alternative investment advisers and other means of
continuing available investment services. It is not expected that shareholders
would suffer any adverse financial consequences (if another adviser with
equivalent abilities to Star Bank is found) as a result of any of these
occurrences.

PERFORMANCE INFORMATION

The Fund may periodically advertise "average annual total return." The
"average annual total return" of the Fund refers to the average annual
compounded rate of return over the stated period that would equate an initial
amount invested at the beginning of a stated period to the ending redeemable
value of the investment. The calculation of "average annual total return"
assumes the reinvestment of all dividends and distributions.

The Fund may also periodically advertise its total return over various
periods in addition to the value of a $10,000 investment (made on the date of
the initial public offering of the Fund's shares) as of the end of a specified
period. The "total return" for the Fund refers to the percentage change in the
value of an account between the beginning and end of the stated period, assuming
no activity in the account other than reinvestment of dividends and capital
gains distributions.

<PAGE>

The Fund may also include in advertisements data comparing performance with
other mutual funds as reported in non-related investment media, published
editorial comments and performance rankings compiled by independent
organizations and publications that monitor the performance of mutual funds
(such as Lipper Analytical Services, Inc., Morningstar, Inc., Fortune or
Barron's). Performance information may be quoted numerically or may be presented
in a table, graph or other illustration. In addition, Fund performance may be
compared to well-known indices of market performance including the NAREIT
(National Association of Real Estate Investment Trusts) Index, the Standard &
Poor's (S&P) 500 Index or the Dow Jones Industrial Average.

The Fund is the successor to the portfolio of a common trust fund managed
by the Adviser. It is anticipated that, at the Fund's commencement of
operations, the assets from the common trust fund will be transferred to the
Fund in exchange for Fund shares. The Adviser has represented that the Fund's
investment objective, policies and limitations are in all material respects
identical to those of the common trust fund.

The Fund's average annual total return for the one, five and ten-year
periods ended May 30, 1997 were 27.04%, 14.44% and 8.87%, respectively. The
quoted performance data includes the performance of the common trust fund for
periods before the Fund's registration statement became effective, as adjusted
to reflect the Fund's anticipated expenses as set forth under "Summary of Fund
Expenses" in this prospectus. The common trust fund was not registered under the
Investment Company Act of 1940 ("1940 Act") and therefore was not subject to
certain investment restrictions that are imposed by the 1940 Act. If the common
trust fund had been registered under the 1940 Act, the performance may have been
adversely affected.

The advertised performance data of the Fund is based on historical
performance and is not intended to indicate future performance. Rates of total
return quoted by the Fund may be higher or lower than past quotations, and there
can be no assurance that any rate of total return will be maintained. The
principal value of an investment in the Fund will fluctuate so that a
shareholder's shares, when redeemed, may be worth more or less than the
shareholder's original investment.

Investment Adviser Transfer Agent and Administrator
Star Bank, N.A. Unified Advisers, Inc.
425 Walnut Street 429 N. Pennsylvania Street
Cincinnati, Ohio 45201 Indianapolis, Indiana 46204

Custodian and Shareholder Servicing Agent Auditors
Star Bank, N.A. McCurdy & Associates CPA's, Inc.
P.O. Box 641083 27955 Clemens Road
Cincinnati, Ohio 45264 Westlake, Ohio 44145

Distributor
Unified Management Corporation
429 N. Pennsylvania Street
Indianapolis, Indiana 46204

No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering contained in this Prospectus, and if given or made, such
information or representations must not be relied upon as being authorized by
the Fund. This Prospectus does not constitute an offer by the Fund to sell its
shares in any state to any person to whom it is unlawful to make such offer in
such state.

<PAGE>

TABLE OF CONTENTS PAGE

SUMMARY OF FUND EXPENSES............................................ 2

THE FUND .......................................................... 2

INVESTMENT OBJECTIVE AND STRATEGIES AND RISK CONSIDERATIONS......... 3

HOW TO INVEST IN THE FUND........................................... 4

REDEEMING SHARES.................................................... 6

SHARE PRICE CALCULATION............................................. 7

DIVIDENDS AND DISTRIBUTIONS......................................... 8

TAXES .......................................................... 8

OPERATION OF THE FUND............................................... 9

INVESTMENT POLICIES AND TECHNIQUES ................................. 10

GENERAL INFORMATION................................................. 12

PERFORMANCE INFORMATION............................................. 14

<PAGE>

STAR SELECT REIT-PLUS FUND
CLASS B SHARES

PROSPECTUS April 1, 1998

431 North Pennsylvania Street
Indianapolis, Indiana 46204

For Information, Client Services and Requests:
(800) 677-FUND

<PAGE>

CLASS B SHARES
SUMMARY OF FUND EXPENSES

The tables below are provided to assist an investor in understanding the
direct and indirect expenses that an investor in Class B shares of the Fund may
incur as a shareholder. The expense information is based on estimated amounts
for the current fiscal year. The expenses are expressed as a percentage of
average net assets. The Example should not be considered a representation of
future Fund performance or expenses, both of which may vary.

Shareholder Transaction Expenses

Maximum Sales Load on Purchases...........................................NONE
Sales Load Imposed on Reinvested Dividends................................NONE
Maximum Contingent Deferred Sales Charge1.................................5.00%
Redemption Fee............................................................NONE
Exchange Fees.............................................................NONE

Annual Fund Operating Expenses (as a percentage of average net assets)

Management Fees.................................................0.75%
12b-1 Fees2.....................................................0.00%
Other Expenses (after reimbursement)1...........................0.59%
Total Fund Operating Expenses (after reimbursement).......................1.34%

1 The contingent deferred sales charge is 5.0% in the first year, declining
to 1.0% in the fifth year, and 0.0% thereafter. (see "Redeeming
Shares-Contingent Deferred Sales Charge.")

2 The Trust has adopted a 12b-1 Plan which permits the Fund to pay up to
0.25% of average net assets as a 12b-1 fee to the Fund's distributor. The
Fund's expenses will not be affected by the 12b-1 Plan because the Plan
will not be activated through July 31, 1998.

3. The Adviser has agreed to reimburse other expenses through July 31, 1998 to
the extent necessary to maintain total operating expenses as indicated.

Example

You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the end of each time period:

1 Year 3 Years

$___ $___

THE FUND

Star Select REIT-Plus Fund (the "Fund") was organized as a series of Star
Select Funds, an Ohio business trust (the "Trust") on February 28, 1997. This
prospectus offers Class B shares, which were established on January ___, 1998
and were first offered to shareholders on April 1, 1998. The investment adviser
to the Fund is Star Bank, N.A. (the "Adviser" or "Star Bank").

INVESTMENT OBJECTIVE AND STRATEGIES AND RISK CONSIDERATIONS

HOW TO INVEST IN THE FUND

Minimum Investment Required

The minimum initial investment in the Fund by an investor is $1,000 ($25
for Star Bank Connections Group banking customers and Star Bank employees and
members of their immediate family, and $500 for and Education IRA). The minimum
subsequent investment is $25. For customers of Star Bank, an institutional
investor's minimum investment will be calculated by combining all Fund accounts
it maintains with Star Bank and invests with the Fund.

Systematic Investment Plan

Share Purchases

All shares are purchased through Unified Management Corporation, the Fund's
distributor (the "Distributor"). All purchases should be sent as indicated under
"Purchasing By Mail," except Texas residents must send purchase documents to
Unified Fund Services, Inc., the Fund's transfer agent (the "Transfer Agent")
and agent for the Distributor, at 431 N. Pennsylvania Street, Indianapolis,
Indiana 46204.

Purchasing By Mail

New Account Additional Investments

Star Select Funds
Client Services
Star Bank, N.A.
425 Walnut Street, ML 7135
Cincinnati, OH 45202

Purchasing By Wire

You may also purchase shares of the Fund by wiring Federal Funds from your
bank, which may charge you a fee for doing so. The funds should be wired to:

Star Bank, N.A.
ABA: 042000013
Account: 486464944
Credit to Unified Management Corporation
Star Select REIT-Plus Fund CLB
Account Number (your account number)
Account Registration

Other Purchase Information

REDEEMING SHARES

The Fund redeems shares at its net asset value, less any applicable
contingent deferred sales charge, next determined after Star Bank receives the
redemption request. (See "Contingent Deferred Sales Charge.") Redemptions will
be made on days on which the Fund computes its net asset value. Redemption
requests cannot be executed on days on which the New York Stock Exchange is
closed or on federal holidays restricting wire transfers. Requests for
redemption for the Fund can be made in person, by telephone or by mail.

If reasonable procedures are not followed by the Fund, it may be liable for
losses, due to unauthorized or fraudulent telephone instructions.

* a trust company or commercial bank whose deposits are insured by the BIF,
which is administered by the FDIC;

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

* a savings bank or savings and loan association whose deposits are insured
by the SAIF, which is administered by the FDIC; or

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

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

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

Contingent Deferred Sales Charge

Shareholders redeeming Class B shares within five full years of the
purchase date will be charged a contingent deferred sales charge ("CDSC") by the
Distributor. Any applicable CDSC will be imposed on the lesser of the net asset
value of the redeemed shares at the time of purchase or the net asset value of
the redeemed shares at the time of redemption in accordance with the following
schedule:
<TABLE>
<S> <C> <C>

Years of Redemption Contingent Deferred
After Purchase Sales Charge
Year 1 5.00%
Year 2 4.00%
Year 3 3.00%
Year 4 2.00%
Year 5 1.00%
</TABLE>

The CDSC will not be charged for redemption in connection with the Fund's
Systematic Withdrawal Plan not in excess of 10% of the initial balance of the
account calculated annually. The CDSC will not be charged with respect to: 1)
shares acquired through the reinvestment of dividends or distributions of
short-term or long-term capital gains and 2) shares held for more than five full
years from the date of purchase. Redemptions will be processed in a manner
intended to maximize the amount of redemption which will not be subject to a
CDSC. In computing the amount of CDSC, redemptions are deemed to have occurred
in the following order: 1) shares of the Fund acquired through the reinvestment
of dividends and long-term capital gains; 2) shares of the Fund held for more
than five full years from the date of purchase; and 3) shares of the Fund held
for fewer than five full years on a first-in, first-out basis. The CDSC will be
eliminated with respect to certain redemptions. (See "Elimination of CDSC.")

Elimination of Contingent Deferred Sales Charge

The CDSC will be eliminated with respect to the following redemptions: 1)
redemptions following the death or disability, as defined in Section 72(m)(7) of
the Internal Revenue Code of 1986, as amended, of a shareholder*; 2) redemptions
representing minimum required distributions from an Individual Retirement
Account or other retirement plan to a shareholder who has attained the age of 70
1/2; and 3) involuntary redemptions by shares of the Fund in shareholder
accounts that do not comply with the minimum balance requirements. The exemption
from the CDSC for Individual Retirement Accounts or other retirement plans does
not extend to account transfers, rollovers, and other redemptions made for
purposes of reinvestment. To receive the CDSC exemption with respect to death or
disability, Star Bank or the Distributor must be notified in writing at the time
of the redemption that the shareholder, or the shareholder's executor/executrix,
requests the exemption.

Shares of the Fund purchased by the following entities are not subject to
the CDSC to the extent that no payment was advanced for purchases made by such
entities: a) employees and retired employees of Star Bank, Unified Management
Corporation, or their affiliates, or of any bank or investment dealer who has a
sales agreement with Unified Management Corporation with regard to the Fund, and
members of their families (including parents, grandparents, siblings, spouses,
children, and in-laws) of such employees or retired employees; b) trust
customers of StarBanc Corporation and its subsidiaries; and c) non-trust
customers of financial advisers.
<PAGE>

The Fund reserves the right to terminate the elimination of the CDSC.
Shareholders will be notified of such termination. Any shares of the Fund
purchased prior to the termination of such waiver would have the CDSC eliminated
as provided in the Fund's prospectus at the time of purchase of Fund shares. If
a shareholder making a redemption qualified for an elimination of the CDSC, the
shareholder must notify the Distributor or Transfer Agent in writing that the
shareholder is entitled to such elimination.

Systematic Withdrawal Plan

Shareholders of the Fund may engage in a Systematic Withdrawal Plan. Under
this plan, shareholders may arrange for regular monthly or quarterly fixed
withdrawal payments. Each payment must be at least $25 [and may be as much as
much as 1.50% per month or 4.50% per quarter of the total net asset value of the
shares in the account when the Systematic Withdrawal Plan is opened.] Depending
upon the amount of the withdrawal payments and the amount of dividends paid with
respect to shares of the Fund, redemptions may reduce, and eventually deplete,
the shareholder's investment in the Fund. For this reason, payments under this
plan should not be considered as yield or income on the shareholder's investment
in the Fund. [The Systematic Withdrawal Plan may not be advisable to the extent
the investment is subject to a CDSC.]

Additional Information

SHARE PRICE CALCULATION

DIVIDENDS AND DISTRIBUTIONS

TAXES

OPERATION OF THE FUND

The Fund retains Unified Fund Services, Inc. ("Unified"), 431 N.
Pennsylvania Street, Indianapolis, Indiana 46204, to act as the Fund's
administrator and transfer agent. As administrator, Unified manages the Fund's
business affairs and provides the Fund with administrative services, including
compliance and accounting services and all regulatory reporting, and necessary
office equipment, personnel and facilities to operate the Fund. For these
administrative and transfer agency services, it receives a monthly fee from the
Fund equal to an annual average rate of 0.25% of the Fund's average daily net
assets. The Fund retains Unified Management Corporation, 431 N. Pennsylvania
Street, Indianapolis, Indiana 46204 (the "Distributor") to act as the principal
distributor of the Fund's shares.

<PAGE>

INVESTMENT POLICIES AND TECHNIQUES

This section contains general information about various types of securities
and investment techniques that the Fund may purchase or employ.

Equity Securities

Option Transactions

Loans of Portfolio Securities

General

GENERAL INFORMATION

Shareholder Rights. The shares of beneficial interest of the Fund are
divided into two classes, designated Class B and Class C shares. Each class
represents interests in the same assets of the Fund. The classes differ as
follows: 1) no sales charge is imposed on Class C shares, 2) Class B shares are
subject to a contingent deferred sales charge, and 3) each Class may bear
differing amounts of certain class-specific expenses.

The differing sales charges and other expenses applicable to the different
classes of the Fund's shares may affect the performance of those classes.
Broker/dealers and others entitled to receive compensation for selling or
servicing Fund shares may receive more with respect to one class than another.
The Board of Trustees of the Trust does not anticipate that there will be any
conflicts among the interests of the holders of the different classes of Fund
shares. On an ongoing basis, the Board will consider whether any such conflict
exists and, if so, take appropriate action. More information concerning the
classes of shares of the Fund may be obtained by calling Star Bank at
800-677-FUND.

Any Trustee of the Trust may be removed by vote of the shareholders holding
not less than two-thirds of the outstanding shares of the Trust. The Trust does
not hold an annual meeting of shareholders. The Trust will, if requested to do
so by the holders of at least 10% of the Trust's outstanding shares, call a
meeting of shareholders for the purpose of voting upon the question of removal
of a trustee or trustees and will assist in communications with other
shareholders. When matters are submitted to shareholders for a vote, each
shareholder is entitled to one vote for each whole share he owns and fractional
votes for fractional shares he owns. All shares of the Fund have equal voting
rights and liquidation rights. A separate vote is taken by a class of shares of
the Fund if a matter affects just that class of shares. The Declaration of Trust
can be amended by the Trustees, except that any amendment that adversely effects
the rights of shareholders must be approved by the shareholders affected. As of
January 12, 1998, Star Bank, N.A., trustee of the First Cinco omnibus accounts,
was the record owner of a majority of the outstanding shares of the Fund. As a
result, Star Bank, N.A. may be deemed to control the Fund.

Effect of Banking Laws. The Glass-Steagall Act and other banking laws and
regulations presently prohibit a bank holding company registered under the Bank
Holding Company Act of 1956 or any affiliate thereof from sponsoring,
organizing, or controlling a registered, open-end management investment company
continuously engaged in the issuance of its shares, and from issuing,
underwriting, selling, or distributing securities in general. Such laws and
regulations do not prohibit such a holding company or affiliate from acting as
investment adviser, transfer agent, or custodian to such an investment company
or from purchasing shares of such a company as agent for and upon the order of
their customers. The Fund's investment adviser, Star Bank, is subject to such
banking laws and regulations.

PERFORMANCE INFORMATION

The Fund's average annual total return for the one, five and ten-year
periods ended May 30, 1997 were 27.04%, 14.44% and 8.87%, respectively. The
quoted performance data includes the performance of the common trust fund for
periods before the Fund's registration statement became effective, as adjusted
to reflect the Fund's anticipated expenses as set forth under "Summary of Fund
Expenses" in this prospectus. The quoted performance data does not reflect the
effect of non-recurring charges, such as the CDSC, which, if included, would
decrease the total return. The common trust fund was not registered under the
Investment Company Act of 1940 ("1940 Act") and therefore was not subject to
certain investment restrictions that are imposed by the 1940 Act. If the common
trust fund had been registered under the 1940 Act, the performance may have been
adversely affected.

Investment Adviser Transfer Agent and Administrator
Star Bank, N.A. Unified Fund Services, Inc.
425 Walnut Street 431 N. Pennsylvania Street
Cincinnati, Ohio 45201 Indianapolis, Indiana 46204

Custodian and Shareholder Servicing Agent Auditors
Star Bank, N.A. McCurdy & Associates CPA's, Inc.
P.O. Box 641083 27955 Clemens Road
Cincinnati, Ohio 45264 Westlake, Ohio 44145

Distributor
Unified Management Corporation
431 N. Pennsylvania Street
Indianapolis, Indiana 46204

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TABLE OF CONTENTS PAGE

SUMMARY OF FUND EXPENSES........................................

THE FUND ......................................................

INVESTMENT OBJECTIVE AND STRATEGIES AND RISK CONSIDERATIONS.....

HOW TO INVEST IN THE FUND.......................................

REDEEMING SHARES................................................

SHARE PRICE CALCULATION.........................................

DIVIDENDS AND DISTRIBUTIONS.....................................

TAXES ......................................................

OPERATION OF THE FUND...........................................

INVESTMENT POLICIES AND TECHNIQUES .............................

GENERAL INFORMATION.............................................

PERFORMANCE INFORMATION.........................................

<PAGE>

STAR SELECT REIT-PLUS FUND

STATEMENT OF ADDITIONAL INFORMATION

April 1, 1998

This Statement of Additional Information is not a prospectus. It should be
read in conjunction with the Class C Prospectus of Star Select REIT-Plus Fund
dated June 1, 1997 and the Supplement to the Prospectus dated November 26, 1997,
or the Class B Prospectus of the Star Select REIT-Plus Fund dated April 1, 1998.
A copy of either Prospectus can be obtained by writing the Transfer Agent at 431
N. Pennsylvania Street, Indianapolis, Indiana 46204, or by calling
1-800-677-FUND.

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

PAGE

DESCRIPTION OF THE TRUST................................................ 2

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK
CONSIDERATIONS................................................ 2

INVESTMENT LIMITATIONS.................................................. 3

THE INVESTMENT ADVISER.................................................. 5

TRUSTEES AND OFFICERS................................................... 6

PORTFOLIO TRANSACTIONS AND BROKERAGE.................................... 8

DISTRIBUTION PLAN....................................................... 9

SHAREHOLDER SERVICES PLAN............................................... 10

CONVERSION TO FEDERAL FUNDS............................................. 10

DETERMINATION OF SHARE PRICE............................................ 10

INVESTMENT PERFORMANCE.................................................. 10

CUSTODIAN .............................................................. 11

TRANSFER AGENT AND ADMINISTRATOR........................................ 11

ACCOUNTANTS............................................................. 12

DISTRIBUTOR............................................................. 12

FINANCIAL STATEMENTS.....................................................11

<PAGE>

DESCRIPTION OF THE TRUST

Star Select REIT-Plus Fund (the "Fund") was organized as a series of Star
Select Funds (the "Trust"). The Trust is an open-end investment company
established under the laws of Ohio by an Agreement and Declaration of Trust
dated February 28, 1997 (the "Trust Agreement"). The Trust Agreement permits the
Trustees to issue an unlimited number of shares of beneficial interest of
separate series without par value. The Fund is the only series currently
authorized by the Trustees. The Fund is divided into two classes, designated
Class B and Class C.

Each share of a series represents an equal proportionate interest in the
assets and liabilities belonging to that series with each other share of that
series and is entitled to such dividends and distributions out of income
belonging to the series as are declared by the Trustees. The shares do not have
cumulative voting rights or any preemptive or conversion rights, and the
Trustees have the authority from time to time to divide or combine the shares of
any series into a greater or lesser number of shares of that series so long as
the proportionate beneficial interest in the assets belonging to that series and
the rights of shares of any other series are in no way affected. In case of any
liquidation of a series, the holders of shares of the series being liquidated
will be entitled to receive as a class a distribution out of the assets, net of
the liabilities, belonging to that series. Expenses attributable to any series
are borne by that series. Any general expenses of the Trust not readily
identifiable as belonging to a particular series are allocated by or under the
direction of the Trustees in such manner as the Trustees determine to be fair
and equitable. No shareholder is liable to further calls or to assessment by the
Trust without his or her express consent.

The Fund may determine to allocate certain of its expenses (in addition to
12b-1 fees) to the specific class of the Fund's shares to which those expenses
are attributable. [For example, a higher transfer agency fee per shareholder
account may be imposed on a class of shares subject to a contingent deferred
sales charge because, upon redemption, the duration of the shareholder's
investment must be determined.]

The Fund has filed an election with the Securities and Exchange Commission
which permits the Fund to make redemption payments in whole or in part in
securities or other property if the Trustees determine that existing conditions
make cash payments undesirable. However, the Fund has committed to pay in cash
all redemptions for any shareholder, limited in amount with respect to each
shareholder during any ninety day period to the lesser of (a) $250,000 or (b)
one percent of the net asset value of the Fund at the beginning of such period.
For other information concerning the purchase and redemption of shares of the
Fund, see "How to Invest in the Fund" and "Redeeming Shares" in the Fund's
Prospectus. For a description of the methods used to determine the share price
and value of the Fund's assets, see "Share Price Calculation" in the Fund's
Prospectus.

As of January 12, 1998, the following persons may be deemed to beneficially
own five percent (5%) or more of the Fund: Star Bank, N.A., trustee of the First
Cinco omnibus accounts, PO Box 1118 ML 6120, Cincinnati, Ohio 45201 -- 82.54%.
As of January 12, 1998, Star Bank, N.A. may be deemed to control the Fund as a
result of its beneficial ownership of the shares of the Fund.

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK
CONSIDERATIONS

This section contains a more detailed discussion of some of the investments
the Fund may make and some of the techniques it may use, as described in the
Prospectus (see "Investment Objective and Strategies and Risk Considerations"
and "Investment Policies and Techniques"). A. Corporate Debt Securities.
Corporate debt securities are bonds or notes issued by corporations and other
business organizations, including business trusts, in order to finance their
credit needs. Corporate debt securities include commercial paper which consists
of short term (usually from one to two hundred seventy days) unsecured
promissory notes issued by corporations in order to finance their current
operations.
<PAGE>

B. U.S. Government Obligations. U.S. government obligations may be backed
by the credit of the government as a whole or only by the issuing agency. U.S.
Treasury bonds, notes, and bills and some agency securities, such as those
issued by the Federal Housing Administration and the Government National
Mortgage Association (GNMA), are backed by the full faith and credit of the U.S.
government as to payment of principal and interest and are the highest quality
government securities. Other securities issued by U.S. government agencies or
instrumentalities, such as securities issued by the Federal Home Loan Banks and
the Federal Home Loan Mortgage Corporation, are supported only by the credit of
the agency that issued them, and not by the U.S. government. Securities issued
by the Federal Farm Credit System, the Federal Land Banks, and the Federal
National Mortgage Association (FNMA) are supported by the agency's right to
borrow money from the U.S. Treasury under certain circumstances, but are not
backed by the full faith and credit of the U.S. government.

C. Repurchase Agreements. The Fund may invest in repurchase agreements
fully collateralized by U.S. Government obligations. A repurchase agreement is a
short-term investment in which the purchaser (i.e., the Fund) acquires ownership
of a U.S. Government obligation (which may be of any maturity) and the seller
agrees to repurchase the obligation at a future time at a set price, thereby
determining the yield during the purchaser's holding period (usually not more
than seven days from the date of purchase). Any repurchase transaction in which
the Fund engages will require full collateralization of the seller's obligation
during the entire term of the repurchase agreement. In the event of a bankruptcy
or other default of the seller, the Fund could experience both delays in
liquidating the underlying security and losses in value. However, the Fund
intends to enter into repurchase agreements only with banks with assets of $1
billion or more and registered securities dealers determined by the Advisor
(subject to review by the Board of Trustees) to be creditworthy. The Advisor
monitors the creditworthiness of the banks and securities dealers with which the
Fund engages in repurchase transactions.

INVESTMENT LIMITATIONS

Fundamental. The investment limitations described below have been adopted
by the Trust with respect to the Fund and are fundamental ("Fundamental"), i.e.,
they may not be changed without the affirmative vote of a majority of the
outstanding shares of the Fund. As used in the Prospectus and this Statement of
Additional Information, the term "majority" of the outstanding shares of the
Fund means the lesser of (1) 67% or more of the outstanding shares of the Fund
present at a meeting, if the holders of more than 50% of the outstanding shares
of the Fund are present or represented at such meeting; or (2) more than 50% of
the outstanding shares of the Fund. Other investment practices which may be
changed by the Board of Trustees without the approval of shareholders to the
extent permitted by applicable law, regulation or regulatory policy are
considered non-fundamental ("Non- Fundamental").

1. Borrowing Money. The Fund will not borrow money, except (a) from a bank,
provided that immediately after such borrowing there is an asset coverage of
300% for all borrowings of the Fund; or (b) from a bank or other persons for
temporary purposes only, provided that such temporary borrowings are in an
amount not exceeding 5% of the Fund's total assets at the time when the
borrowing is made. This limitation does not preclude the Fund from entering into
reverse repurchase transactions, provided that the Fund has an asset coverage of
300% for all borrowings and repurchase commitments of the Fund pursuant to
reverse repurchase transactions.

2. Senior Securities. The Fund will not issue senior securities. This
limitation is not applicable to activities that may be deemed to involve the
issuance or sale of a senior security by the Fund, provided that the Fund's
engagement in such activities is (a) consistent with or permitted by the
Investment Company Act of 1940, as amended, the rules and regulations
promulgated thereunder or interpretations of the Securities and Exchange
Commission or its staff and (b) as described in the Prospectus and this
Statement of Additional Information.
<PAGE>

3. Underwriting. The Fund will not act as underwriter of securities issued
by other persons. This limitation is not applicable to the extent that, in
connection with the disposition of portfolio securities (including restricted
securities), the Fund may be deemed an underwriter under certain federal
securities laws.

4. Real Estate. The Fund will not purchase or sell real estate. This
limitation is not applicable to investments in marketable securities which are
secured by or represent interests in real estate. This limitation does not
preclude the Fund from investing in mortgage-related securities or investing in
companies engaged in the real estate business or that have a significant portion
of their assets in real estate (including real estate investment trusts).

5. Commodities. The Fund will not purchase or sell commodities unless
acquired as a result of ownership of securities or other investments. This
limitation does not preclude the Fund from purchasing or selling options or
futures contracts, from investing in securities or other instruments backed by
commodities or from investing in companies which are engaged in a commodities
business or have a significant portion of their assets in commodities. 6. Loans.
The Fund will not make loans to other persons, except (a) by loaning portfolio
securities, (b) by engaging in repurchase agreements, or (c) by purchasing
nonpublicly offered debt securities. For purposes of this limitation, the term
"loans" shall not include the purchase of a portion of an issue of publicly
distributed bonds, debentures or other securities. 7. Concentration. The Fund
will not invest 25% or more of its total assets in any particular industry other
than the real estate industry. This limitation is not applicable to investments
in obligations issued or guaranteed by the U.S. government, its agencies and
instrumentalities or repurchase agreements with respect thereto.

With respect to the percentages adopted by the Trust as maximum limitations
on its investment policies and limitations, an excess above the fixed percentage
will not be a violation of the policy or limitation unless the excess results
immediately and directly from the acquisition of any security or the action
taken. This paragraph does not apply to the borrowing policy set forth in
paragraph 1 above.

Notwithstanding any of the foregoing limitations, any investment company,
whether organized as a trust, association or corporation, or a personal holding
company, may be merged or consolidated with or acquired by the Trust, provided
that if such merger, consolidation or acquisition results in an investment in
the securities of any issuer prohibited by said paragraphs, the Trust shall,
within ninety days after the consummation of such merger, consolidation or
acquisition, dispose of all of the securities of such issuer so acquired or such
portion thereof as shall bring the total investment therein within the
limitations imposed by said paragraphs above as of the date of consummation.
Non-Fundamental. The following limitations have been adopted by the Trust with
respect to the Fund and are Non-Fundamental (see "Investment Limitations"
above).

1. Pledging. The Fund will not mortgage, pledge, hypothecate or in any
manner transfer, as security for indebtedness, any assets of the Fund except as
may be necessary in connection with borrowings described in limitation (1)
above. Margin deposits, security interests, liens and collateral arrangements
with respect to transactions involving options, futures contracts, short sales
and other permitted investments and techniques are not deemed to be a mortgage,
pledge or hypothecation of assets for purposes of this limitation.

2. Borrowing. The Fund will not purchase any security while borrowings
(including reverse repurchase agreements) representing more than 5% of its total
assets are outstanding. The Fund will not engage in borrowing or enter into
reverse repurchase agreements.

3. Margin Purchases. The Fund will not purchase securities or evidences of
interest thereon on "margin." This limitation is not applicable to short term
credit obtained by the Fund for the clearance of purchases and sales or
redemption of securities, or to arrangements with respect to transactions
involving options, futures contracts, short sales and other permitted
investments and techniques.

4. Options. The Fund will not purchase or sell puts, calls, options or
straddles, except as described in the Prospectus and this Statement of
Additional Information.

5. Short Sales. The Fund will not effect short sales of securities.
<PAGE>

6. Illiquid Securities. The Fund will not purchase securities that are
restricted as to resale or otherwise illiquid. For this purpose, illiquid
securities generally include securities which cannot be disposed of within seven
days in the ordinary course of business without taking a reduced price.

7. Money Market Funds. The Fund will not purchase shares of any money
market fund if immediately after such purchase more than 3 percent of the total
outstanding shares of the money market fund would be owned by the Fund and its
affiliates.

THE INVESTMENT ADVISER

The Fund's investment adviser is Star Bank, N.A., 425 Walnut Street,
Cincinnati, Ohio 45201 ("Star Bank" or the "Adviser"). The Adviser is a wholly
owned subsidiary of StarBanc Corporation. Because of internal controls
maintained by the Adviser to restrict the flow of non-public information, Fund
investments are typically made without any knowledge of Star Bank's or its
affiliates' lending relationships with an issuer.

Under the terms of the management agreement (the "Agreement"), the Adviser
manages the Fund's investments subject to approval of the Board of Trustees. As
compensation for its management services, the Fund is obligated to pay the
Adviser a fee computed and accrued daily and paid monthly at an annual rate of
0.75% of the average daily net assets of the Fund. The Adviser may waive all or
part of its fee, at any time, and at its sole discretion, but such action shall
not obligate the Adviser to waive any fees in the future.

The Adviser retains the right to use the names "Star," "Star Select," "Star
Select REIT-Plus" or any variation thereof in connection with another investment
company or business enterprise with which the Adviser is or may become
associated. The Trust's right to use the names "Star," "Star Select," and "Star
Select REIT-Plus" or any variation thereof automatically ceases ninety days
after termination of the Agreement and may be withdrawn by the Adviser on ninety
days written notice.

The Adviser will, and other banks and financial institutions may, provide
shareholder services and administer shareholder accounts. The Glass-Steagall Act
prohibits banks from engaging in the business of underwriting, selling or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been clearly defined by the courts or appropriate
regulatory agencies, management of the Fund believes that the Glass-Steagall Act
should not preclude a bank from providing shareholder and shareholder account
services. However, state securities laws on this issue may differ from the
interpretations of federal law expressed herein and banks and financial
institutions may be required to register as dealers pursuant to state law. If a
bank were prohibited from continuing to perform all or a part of such services,
management of the Fund believes that there would be no material impact on the
Fund or its shareholders. Banks may charge their customers fees for offering
these services to the extent permitted by applicable regulatory authorities, and
the overall return to those shareholders availing themselves of the bank
services will be lower than to those shareholders who do not. The Fund may from
time to time purchase securities issued by banks which provide such services;
however, in selecting investments for the Fund, no preference will be shown for
such securities. The Fund will not purchase securities issued by StarBanc
Corporation, the Adviser, or any of its affiliates.

TRUSTEES AND OFFICERS
The names of the Trustees and executive officers of the Trust are shown
below.

Name, Address and Age Positions with the Trust & Principal Occupations
During Past 5 Years

* Timothy L. Ashburn (47) Trustee (Chairman of the Board) and President of
431 N. Pennsylvania St. the Trust and The Unified Funds; Chairman of the
Indianapolis, In 46204 Board and President, Unified Investment Advisers,
Inc. (December 1994 to present); Chairman of the
Board, Unified Corporation, Unified Management
Corporation and Unified Fund Services, Inc.
(December 1989 to present);Trust Division Manager
and Senior Trust Officer, Vine Street Trust
Company (July 1991 to April 1994).

Daniel J. Condon (47) Trustee of the Trust and The Unified Funds; Vice
101 Carley Court President and Officer, International Crankshaft
Georgetown, KY 40324 Inc. (1990 to present).
<PAGE>

Philip L. Conover (51) Trustee of the Trust and The Unified Funds;
8218 Cypress Hollow Adjunct Professor of Finance, University of South
Sarasota, FL 34238 Florida (August 1994 to present); Managing Director
and Chief Operating Officer, Federal HousingFinance
Board (November 1990 through April 1994).

David E. LaBelle (48) Trustee of the Trust and The Unified Funds; Vice
5005 LBJ Freeway President of Compensation and Benefits, Occidental
Dallas, TX 76092 Petroleum Corporation (May 1993 to present); Vice
President of Human Resources, Island Creek Coal
Company (A subsidiary of Occidental Petroleum) (June
1990 to April 1993).

* Jack R. Orben (59) Trustee of the Trust and The Unified Funds;Director,
40 Wall St. Unified Financial Services, Inc.; Chairman and CEO,
New York, NY 10005 Associated Family Services(January 1980 to present);
Chairman and CEO, Starwood Corporation(March 1984 to
present); Chairman, Fiduciary Counsel, Inc. (April
1979 to present); Chairman, Estate Management Company
(January 1978 to present).

Thomas G. Napurano (56) Treasurer of the Trust and The Unified Funds; Chief
431 N. Pennsylvania St. Financial Officer, Unified Investment Advisers, Inc.
Indianapolis, IN 46204 (January 1995 to present); Senior Vice President and
Chief Financial Officer of Unified Financial Services
, Inc., Unified Management Corporation and Unified
Fund Services, Inc. (1990 to present).

Carol J. Highsmith (33) Secretary of the Trust and The Unified Funds;
431 N. Pennsylvania St. Secretary of Unified Financial Services, Inc. and
Indianapolis, IN 46204 Unified Investment Advisers, Inc.(October 1996 to
present); employed by Unified Fund Services, Inc.
(November 1994 to present).

* Unified Fund Services, Inc. is the Fund's transfer agent and administrator,
and Unified Management Corporation is the Fund's principal underwriter. Unified
Fund Services, Inc. and Unified Management Corporation are subsidiaries of
Unified Financial Services, Inc. Mr. Ashburn and Mr. Orben may each be deemed to
be an "interested person" of the Trust, as defined in the Investment Company Act
of 1940, because of their respective positions with Unified Holdings, Inc. and
its subsidiaries.

Trustee fees are Trust expenses. The following table estimates the
Trustees' compensation for the first full year of the Trust ending March 31,
1998.

Total Compensation from Trust
Name (the Trust is not in a Fund Complex)
Timothy L. Ashburn
$0
Daniel J. Condon
$4,000
Philip L. Conover
$4,000
David E. LaBelle
$4,000
Jack R. Orben
</TABLE>
$0
PORTFOLIO TRANSACTIONS AND BROKERAGE

Subject to policies established by the Board of Trustees of the Trust, the
Adviser is responsible for the Fund's portfolio decisions and the placing of the
Fund's portfolio transactions. In placing portfolio transactions, the Adviser
seeks the best qualitative execution for the Fund, taking into account such
factors as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and responsiveness
of the broker or dealer and the brokerage and research services provided by the
broker or dealer. The Adviser generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received.
<PAGE>

The Adviser is specifically authorized to select brokers or dealers who
also provide brokerage and research services to the Fund and/or the other
accounts over which the Adviser exercises investment discretion and to pay such
brokers or dealers a commission in excess of the commission another broker or
dealer would charge if the Adviser determines in good faith that the commission
is reasonable in relation to the value of the brokerage and research services
provided. The determination may be viewed in terms of a particular transaction
or the Adviser's overall responsibilities with respect to the Trust and to other
accounts over which it exercises investment discretion.

Research services include supplemental research, securities and economic
analyses, statistical services and information with respect to the availability
of securities or purchasers or sellers of securities and analyses of reports
concerning performance of accounts. The research services and other information
furnished by brokers through whom the Fund effects securities transactions may
also be used by the Adviser in servicing all of its accounts. Similarly,
research and information provided by brokers or dealers serving other clients
may be useful to the Adviser in connection with its services to the Fund.
Although research services and other information are useful to the Fund and the
Adviser, it is not possible to place a dollar value on the research and other
information received. It is the opinion of the Board of Trustees and the Adviser
that the review and study of the research and other information will not reduce
the overall cost to the Adviser of performing its duties to the Fund under the
Agreement.

Over-the-counter transactions will be placed either directly with principal
market makers or with broker-dealers, if the same or a better price, including
commissions and executions, is available. Fixed income securities are normally
purchased directly from the issuer, an underwriter or a market maker. Purchases
include a concession paid by the issuer to the underwriter and the purchase
price paid to a market maker may include the spread between the bid and asked
prices.

Although investment decisions for the Fund are made independently from
those of the other accounts managed by the Adviser, investments of the type the
Fund may make may also be made by those other accounts. When the Fund and one or
more other accounts managed by the Adviser are prepared to invest in, or desire
to dispose of, the same security, available investments or opportunities for
sales will be allocated in a manner believed by the Adviser to be equitable to
each. In some cases, this procedure may adversely affect the price paid or
received by the Fund or the size of the position obtained or disposed of by the
Fund. In other cases, however, it is believed that coordination and the ability
to participate in volume transactions will be to the benefit of the Fund.

When the Fund and another of the Adviser's clients seek to purchase or sell
the same security at or about the same time, the Adviser may execute the
transaction on a combined ("blocked") basis. Blocked transactions can produce
better execution for the Fund because of the increased volume of the
transaction. If the entire blocked order is not filled, the Fund may not be able
to acquire as large a position in such security as it desires or it may have to
pay a higher price for the security. Similarly, the Fund may not be able to
obtain as large an execution of an order to sell or as high a price for any
particular portfolio security if the other client desires to sell the same
portfolio security at the same time. In the event that the entire blocked order
is not filled, the purchase or sale will normally be allocated on a pro rata
basis.

DISTRIBUTION PLAN

With respect to the Fund, the Trust has adopted a Plan pursuant to Rule
12b-1 which was promulgated by the Securities and Exchange Commission pursuant
to the Investment Company Act of 1940 (the "Plan"). The Plan provides for
payment of fees to Unified Management Corporation to finance any activity which
is principally intended to result in the sale of the Fund's shares subject to
the Plan. Such activities may include the advertising and marketing of shares of
the Fund; preparing, printing, and distributing prospectuses and sales
literature to prospective shareholders, brokers, or administrators; and
implementing and operating the Plan. Pursuant to the Plan, Unified Management,
Inc. may pay fees to brokers and others for such services. The Trustees expect
that the adoption of the Plan will result in the sale of a sufficient number of
shares so as to allow the Fund to achieve economic viability. It is also
anticipated that an increase in the size of the Fund will facilitate more
efficient portfolio management and assist the Fund in seeking to achieve its
investment objective.
<PAGE>

SHAREHOLDER SERVICES PLAN

This arrangement permits the payment of fees to the Fund and, indirectly,
to financial institutions to cause services to be provided to shareholders by a
representative who has knowledge of the shareholder's particular circumstances
and goals. These activities and services may include, but are not limited to,
providing office space, equipment, telephone facilities, and various clerical,
supervisory, computer, and other personnel as necessary or beneficial to
establish and maintain shareholder accounts and records; processing purchase and
redemption transactions and automatic investments of client account cash
balances; answering routine client inquiries; and assisting clients in changing
divided options, account designations, and addresses.

CONVERSION TO FEDERAL FUNDS

It is the Fund's policy to be as fully invested as possible so that maximum
interest may be earned. To this end, all payments from shareholders must be in
federal funds or be converted into federal funds. Star Bank acts as the
shareholder's agent in depositing checks and converting them to federal funds.

DETERMINATION OF SHARE PRICE

The price (net asset value) of the shares of the Fund is determined as of
4:00 p.m., Eastern time on each day the Trust is open for business and on any
other day on which there is sufficient trading in the Fund's securities to
materially affect the net asset value. The Trust is open for business on every
day except Saturdays, Sundays and the following holidays: New Year's Day, Martin
Luther King, Jr. Day, President's Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas. For a description of the methods
used to determine the net asset value (share price), see "Share Price
Calculation" in the Prospectus.

INVESTMENT PERFORMANCE

"Average annual total return," as defined by the Securities and Exchange
Commission, is computed by finding the average annual compounded rates of return
for the period indicated that would equate the initial amount invested to the
ending redeemable value, according to the following formula: P(1+T)n=ERV

Where: P = a hypothetical $1,000 initial investment
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the applicable period of
the hypothetical $1,000 investment made at the beginning of the
applicable period.

The computation assumes that all dividends and distributions are reinvested at
the net asset value on the reinvestment dates and that a complete redemption
occurs at the end of the applicable period.

The Fund's investment performance will vary depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Fund's performance to those of other investment companies or
investment vehicles. The risks associated with the Fund's investment objective,
policies and techniques should also be considered. At any time in the future,
investment performance may be higher or lower than past performance, and there
can be no assurance that any performance will continue.

From time to time, in advertisements, sales literature and information
furnished to present or to prospective shareholders, the performance of the Fund
may be compared to indices of broad groups of unmanaged securities considered to
be representative of or similar to the portfolio holdings of the Fund or
considered to be representative of the stock market in general. The Fund may use
the NAREIT (National Association of Real Estate Investment Trusts) Index, the
Standard & Poor's 500 Stock Index or the Dow Jones Industrial Average.

In addition, the performance of the Fund may be compared to other groups of
mutual funds tracked by any widely used independent research firm which ranks
mutual funds by overall performance, investment objectives and assets, such as
Lipper Analytical Services, Inc. or Morningstar, Inc. The objectives, policies,
limitations and expenses of other mutual funds in a group may not be the same as
those of the Fund. Performance rankings and ratings reported periodically in
national financial publications such as Barron's and Fortune also may be used.
The Fund's average annual total return for the one, five and ten year periods
ended May 30, 1997 was 27.04%, 14.44% and 8.87%, respectively.
<PAGE>

CUSTODIAN

In addition to acting as the Fund's Adviser, Star Bank, is Custodian of the
Fund's investments. As Custodian, Star Bank acts as the Fund's depository,
safekeeps its portfolio securities, collects all income and other payments with
respect thereto, disburses funds at the Fund's request and maintains records in
connection with its duties. As Custodian, Star Bank receives a monthly fee at
the annual rate of 0.025% of the total assets of the Fund on the last business
day of each month.

TRANSFER AGENT AND ADMINISTRATOR

Unified Fund Services, Inc., 431 N. Pennsylvania, Indianapolis, Indiana
46204, acts as the Fund's transfer agent and, in such capacity, maintains the
records of each shareholder's account, answers shareholders' inquiries
concerning their accounts, processes purchases and redemptions of the Fund's
shares, acts as dividend and distribution disbursing agent and performs other
accounting and shareholder service functions. In addition, Unified Fund
Services, Inc., in its capacity as Fund Administrator, provides the Fund with
certain monthly reports, record-keeping and other management-related services.
For a description of the fees paid by the Adviser on behalf of the Fund for
these administrative services, see "Operation of the Fund" in the Fund's
Prospectus.

ACCOUNTANTS

The firm of McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake, Ohio
44145, has been selected as independent public accountants for the Trust for the
fiscal year ending March 31, 1998. McCurdy & Associates performs an annual audit
of the Fund's financial statements and provides financial, tax and accounting
consulting services as requested.

DISTRIBUTOR

Unified Management, Inc., 431 N. Pennsylvania, Indianapolis, Indiana 46204,
is the exclusive agent for distribution of shares of the Fund. The Distributor
is obligated to sell shares of the Fund on a best efforts basis only against
purchase orders for the shares. Shares of the Fund are offered to the public on
a continuous basis.

FINANCIAL STATEMENTS

The following audited financial information, dated May 29, 1997, represents
the initial investment of $100,000. The additional financial information
required to be included in this Statement of Additional Information is
incorporated herein by reference to the Trust's Semi-Annual Report to
Shareholders for the period from June 24, 1997 (commencement of operations)
through September 30, 1997. The Fund will provide the Semi-Annual Report without
charge at written or telephone request.

<PAGE>

STAR SELECT REIT-PLUS FUND
STATEMENT OF ASSETS AND LIABILITIES
MAY 29, 1997

ASSETS: $100,000
--------
Cash in Bank

Total Assets $100,000
--------

NET ASSETS $100,000
--------

NET ASSETS CONSIST OF:
Capital Paid In $100,000
--------

OUTSTANDING SHARES
Unlimited Number of Shares
Authorized Without Par Value 10,000

NET ASSET VALUE PER SHARE $ 10

OFFERING PRICE PER SHARE $ 10

See Accountants' Audit Report

STAR SELECT REIT-PLUS FUND
NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

Star Select REIT-Plus Fund (the "Fund") was organized as a series of
Star Select Funds (The "Trust"). The Trust is an open-end investment
company establis shed under the laws of Ohio by an Agreement and
Declaration of Trust dated February 28, 1997 which was amended and
restated effective as of May 20, 1997 (the "Trust Agreement"). The
Trust Agreement permits the Trustees to issue an unlimited number of
shares of beneficial interest of separate series without par value. The
Fund is the only series currently authorized by the Trustees.

The Fund uses an independent administrator, transfer agent, and
dividend paying agent. No transactions other than those relating to
organizational matters and the sale of 10,000 shares of Star Select
REIT-Plus Fund have taken place to date.

2. RELATED PARTY TRANSACTIONS

The initial purchase of registrant's shares was made by the Maxwell C.
Weaver Foundation. As a result of this purchase, the registrant may be
controlled by the Maxwell C. Weaver Foundation.

The Fund's investment adviser is Star Bank N.A., 425 Walnut Street,
Cincinnati, Ohio 45201 ("Star Bank" or the "Adviser"). The Adviser is a
wholly owned subsidiary of StarBanc Corporation. Because of internal
controls maintained by the Adviser to restrict the flow of non-public
information, Fund investments are typically made without any knowledge
of Star Bank's or its affiliates' lending relationships with an issuer.
<PAGE>

Under the terms of the management agreement (the "Agreement"), the
Adviser manages the Fund's investments subject to approval of the Board
of Trustees. As compensation for its management services, the Fund is
obligated to pay the Adviser a fee computed and accrued daily and paid
monthly at an annual rate of 0.75% of the average daily net assets of
the Fund. The Adviser may waive all or part of its fee, at any time,
and at its sole discretion, but such action shall not obligate the
Adviser to waive any fees in the future.

In addition to acting as the Fund's adviser, Star Bank is Custodian of
the Fund's investments. As Custodian, Star Bank acts as the Fund's
depository, safekeeps its portfolio securities, collects all income and
other payments with respect thereto, disburses funds at the Fund's
request and maintains records in connection with its duties. As
Custodian, Star Bank receives a monthly fee at the annual rate of
0.025% of the total assets of the Fund on the last business day of each
month.

3. CAPITAL STOCK AND DISTRIBUTION

At May 29, 1997, an unlimited number of shares were authorized and paid
in capital amounted to $100,000 for Star Select REIT-Plus Fund.
Transactions in capital stock were as follows:

STAR SELECT REIT-PLUS FUND
NOTES TO FINANCIAL STATEMENTS (CONT'D)

Star Select
REIT-Plus Fund
--------------

Shares Sold 10,000

Shares Redeemed 0
------

Net Increase 10,000
------

Share Outstanding:
Beginning of Period 0
End of Period 10,000

To The Shareholders and Trustees
Star Select REIT-Plus Fund

We have audited the accompanying statement of assets and liabili ties of Star
Select REIT-Plus Fund (one of the portfolios constituting the Star Select
Funds), as of May 29, 1997. This financial statement is the responsibility of
the Company's management. Our responsibility is to express an opinion on this
financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of assets and liabilities is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of assets and
liabilities. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
statement of assets and liabilities presentation. Our procedures included
confirmation of cash held by the custodian as of May 29, 1997, by correspondence
with the custodian. We believe that our audit provides a reasonable basis for
our opinion.

In our opinion, the statement of assets and liabilities referred to above
presents fairly, in all material respects, the financial position of the Star
Select REIT-Plus Fund portfolio of the Star Select Funds as of May 29, 1997, in
conformity with generally accepted accounting principles.

/s/ McCurdy & Associates, CPA's, Inc.

McCurdy & Associates CPA's, Inc.
Westlake, Ohio 44145
May 29, 1997

<PAGE>

Star Select Funds

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements

Included in Part A (Class B Shares): None

Included in Part A (Class C Shares): Unaudited Financial
Highlights for the period from June 24, 1997 (Commencement
of Operations) through September 30, 1997.

Included in Part B (Class B & C Shares):

(1) Statement of Assets and Liabilities as of May 29, 1997
and Report of Independent Public Accountants.

(2) The following unaudited financial statements are hereby
incorporated by reference to the Semi-Annual Report to
Shareholders for the period ended September 30, 1997:

(a) Unaudited Statement of Assets and Liabilities -
September 30, 1997.

(b) Unaudited Schedule of Investments - September 30, 1997.

(d) Unaudited Statement of operations for the period from
June 24, 1997 (Commencement of Operations) through September
30, 1997.

(e) Unaudited Statement of Changes in Net Assets for the
period from June 24, 1997 (Commencement of Operations)
through September 30, 1997.

(f) Unaudited Financial Highlights for the period from June
24, 1997 (Commencement of Operations) through September 30,
1997.

(g) Notes to Financial Statements.

(b) Exhibits

(1) Copy of Registrant's Amended and Restated Declaration of
Trust, which was filed as an Exhibit to Registrant's
Pre-Effective Amendment No. 1, is hereby incorporated by
reference.

(2) Copy of Registrant's By-Laws, which was filed as an Exhibit
to Registrant's Registration Statement, is hereby incorporated by
reference.

(3) Voting Trust Agreements - None.

(4) Specimen of Share Certificates - None.

(5) Copy of Registrant's Management Agreement with its Adviser,
Star Bank, N.A., which was filed as an Exhibit to Registrant's
Pre-Effective Amendment No. 1, is hereby incorporated by
reference.
<PAGE>

(6) Copy of Registrant's Distribution Agreement with Unified
Management Corporation, which was filed as an Exhibit to
Registrant's Pre-Effective Amendment No. 1, is hereby
incorporated by reference.

(7) Bonus, Profit Sharing, Pension or Similar Contracts for the
benefit of Directors or Officers - None.

(8) Copy of Registrant's Agreement with the Custodian, Star Bank,
N.A., which was filed as an Exhibit to Registrant's Pre-Effective
Amendment No. 1, is hereby incorporated by reference.

(9) Other Material Contracts - None.

(10) Opinion and Consent of Brown, Cummins & Brown Co., L.P.A.,
which was filed as an Exhibit to Registrant's Pre-Effective
Amendment No. 1, is hereby incorporated by reference.

(11) Consent of McCurdy & Associates is filed herewith.

(12) Financial Statements Omitted from Item 23 - None.

(13) Copy of Letter of Initial Stockholders, which was filed as
an Exhibit to Registrant's Pre-Effective Amendment No. 1, is
hereby incorporated by reference.

(14) Model Plan used in Establishment of any Retirement Plan -
None.

(15)(a) Distribution Plan, which was filed as an Exhibit to
Registrant's Pre- Effective Amendment No. 1, is hereby
incorporated by reference.

(b) Exhibit to Distribution Plan is filed herewith.

(16) Schedule for Computation of Each Performance Quotation,
which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 1, is hereby incorporated by reference.

(17) Financial Data Schedule - None.

(18) Copy of Registrant's Rule 18f-3 Plan is filed herewith.

(19) Powers of Attorney for the Trust, the Trustees and Officers,
which were filed as an Exhibit to Registrant's Pre-Effective
Amendment No. 1, are hereby incorporated by reference.

<PAGE>

Item 25. Persons Controlled by or Under Common Control with the Registrant

As of November 12, 1997, Star Bank, N.A., trustee of the First Cinco omnibus
accounts, was the record owner of a majority of the outstanding shares of the
Fund. As a result, First Cinco and the Star Select REIT-Plus Fund may be under
the common control of Star Bank, N.A.

Item 26. Number of Holders of Securities (as of November 12, 1997)

Title of Class Number of Record Holders

Star Select REIT-Plus Fund
Class B 0
Class C 36

Item 27. Indemnification

(a) Article VI of the Registrant's Declaration of Trust provides for
indemnification of officers and Trustees as follows:

Section 6.4 Indemnification of Trustees, Officers, etc. Subject to and
except as otherwise provided in the Securities Act of 1933, as amended, and the
1940 Act, the Trust shall indemnify each of its Trustees and officers (including
persons who serve at the Trust's request as directors, officers or trustees of
another organization in which the Trust has any interest as a shareholder,
creditor or otherwise (hereinafter referred to as a "Covered Person") against
all liabilities, including but not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and expenses, including
reasonable accountants' and counsel fees, incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such person may be or may have been
threatened, while in office or thereafter, by reason of being or having been
such a Trustee or officer, director or trustee, and except that no Covered
Person shall be indemnified against any liability to the Trust or its
Shareholders to which such Covered Person would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's office.

Section 6.5 Advances of Expenses. The Trust shall advance attorneys' fees
or other expenses incurred by a Covered Person in defending a proceeding to the
full extent permitted by the Securities Act of 1933, as amended, the 1940 Act,
and Ohio Revised Code Chapter 1707, as amended. In the event any of these laws
conflict with Ohio Revised Code Section 1701.13(E), as amended, these laws, and
not Ohio Revised Code Section 1701.13(E), shall govern.

Section 6.6 Indemnification Not Exclusive, etc. The right of
indemnification provided by this Article VI shall not be exclusive of or affect
any other rights to which any such Covered Person may be entitled. As used in
this Article VI, "Covered Person" shall include such person's heirs, executors
and administrators. Nothing contained in this article shall affect any rights to
indemnification to which personnel of the Trust, other than Trustees and
officers, and other persons may be entitled by contract or otherwise under law,
nor the power of the Trust to purchase and maintain liability insurance on
behalf of any such person.

The Registrant may not pay for insurance which protects the Trustees and
officers against liabilities rising from action involving willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of their offices.

(b) The Registrant may maintain a standard mutual fund and investment advisory
professional and directors and officers liability policy. The policy, if
maintained, would provide coverage to the Registrant, its Trustees and
officers, and could cover its Advisers, among others. Coverage under the
policy would include losses by reason of any act, error, omission,
misstatement, misleading statement, neglect or breach of duty.
<PAGE>

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of
the Registrant pursuant to the provisions of Ohio law and the Agreement and
Declaration of the Registrant or the By-Laws of the Registrant, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a trustee,
officer or controlling person of the Trust in the successful defense of any
action, suit or proceeding) is asserted by such trustee, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Item 28. Business and Other Connections of Investment Adviser

A. Star Bank, N.A. ("Star Bank"), a national bank, was founded in 1863 and is
the largest bank and trust organization of StarBanc Corporation. Star Bank
had an asset base of $9.6 billion as of June 30, 1996, and trust assets of
$23.6 billion as of June 30, 1996. Star Bank has managed commingled funds
since 1957. It currently manages The Star Funds, one common trust fund and
two collective investment funds having a market value in excess of $2
billion. With respect to the officers and directors of the Star Bank, any
other business, profession, vocation, or employment of a substantial nature
in which each such officer and director is or has been engaged during the
past two years, is set forth below.

B.
<TABLE>
<S> <C> <C>

Name Position with Other Substantial
the Advisor Business, Profession
Vocation or Employment

Jerry A. Grundhofer Chairman, President & Traditional Interiors
CEO

Stephen E. Smith Executive Vice President S.E. Smith & Co.

S. Kay Geiger Executive Vice President Global Access
Marketing, Inc.

James R. Bridgeland, Jr. Director Taft, Stettinius & Hollister

Victoria B. Buyniski Director United Medical Resources, Inc.

Samuel M. Cassidy Director Cassidy & Cassidy, Ltd. d/b/a Cave
Spring Farm

V. Anderson Coombe Director The William Powell Company

John C. Dannemiller Director Bearings, Inc.

J.P. Hayden, Jr. Director The Midland Company;
American Family Home
Insurance Co.; American
Modern Home Insurance Co.

Thomas J. Klinedinst, Jr. Director Thomas E. Wood, Inc.; Ohio Cap
Insurance Co., Ltd.; The Tomba Co.,
Ltd.

David B. O'Maley Director Ohio National Life Insurance Co.

O'dell M. Owens, M.D., Director O'dell M. Owens, M.D., Inc.;Moreno M.P.H.
Food; MKO Investment; Seven Hills Lab; Graphi Action

Thomas E. Petry Director Eagle-Picher Industries, Inc.

William C. Portman Director Portman Equipment Co.
</TABLE>
<PAGE>

Item 29. Principal Underwriters

(a) Unified Management Corporation, the Registrant's
distributor, acts as distributor for The Unified Funds,
431 North Pennsylvania Street, Indianapolis, Indiana
46204 and Saratoga Advantage Trust, 1501 Franklin Ave.,
Mineola, NY 11501 Floor, New York, New York 10038.

(b) Information with respect to each director and officer
of Unified Management Corporation is incorporated by
reference to Schedule A of Form BD filed by it under
the Securities Exchange Act of 1934 (File No. 8-23508).

Item 30. Location of Accounts and Records

Accounts, books and other documents required to be
maintained by Section 31(a) of the Investment Company Act of
1940 and the Rules promulgated thereunder will be maintained
by the Registrant at 429 North Pennsylvania Street,
Indianapolis, Indiana 46204 and/or by the Registrant's
Custodian, Star Bank, N.A., 425 Walnut Street, Cincinnati,
Ohio 45202, and/or by the Registrant's Transfer Agent,
Unified Fund Services, 431 North Pennsylvania Street,
Indianapolis, Indiana 46204.

Item 31. Management Services Not Discussed in Parts A or B

None.

Item 32. Undertakings

(a) Not Applicable.

(b) The Registrant hereby undertakes to furnish each person
to whom a prospectus is delivered with a copy of the
Registrant's latest annual report to shareholders, upon
request and without charge.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Indianapolis, State of Indiana, on the 30th day of
January, 1998.

Star Select Funds

By:/s/
Carol J. Highsmith,
Attorney-in-Fact

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<PAGE>

Timothy L. Ashburn,
President and Trustee

Thomas G. Napurano,
Treasurer

Daniel J. Condon, Trustee

Philip L. Conover, Trustee

David E. LaBelle, Trustee

Jack R. Orben, Trustee

By:/s/
Carol J. Highsmith,
Attorney-in-Fact
January 30, 1998

<PAGE>

EXHIBIT INDEX

PAGE

1. Consent of McCurdy & Associates..............................EX-99.B11

2. Exhibit to Distribution Plan ................................EX-99.B15

3. Rule 18f-3 Plan..............................................EX-99.B18

EX-99.B11

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use in this
Post-effective Amendment No. 2 to the Registration Statement for Star Select
Funds of all references to our firm included in or made a part of this
Amendment.

/s/ McCurdy & Associates CPA's, Inc.

McCurdy & Associates CPA's, Inc.
January 28,1998

EXHIBIT
TO THE
STAR SELECT REIT-PLUS FUND
DISTRIBUTION PLAN

FEE
CLASS (as a percentage of average net assets)

B 0.25%
C 0.25%

</TABLE>

Effective Date: April 1, 1998

STAR SELECT FUNDS
MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3

This Multiple Class Plan (the "Plan") is adopted in accordance with Rule
18f-3 (the "Rule") under the Investment Company Act of 1940, as amended (the
"Act") by the Star Select Funds (the "Trust") on behalf of its current series,
Star Select REIT-Plus Fund, and any series that may be established in the future
(collectively the "Funds" and individually a "Fund"). A majority of the
Trustees, including a majority of the Trustees who are not interested persons of
the Trust (as defined in the Act), having determined that the Plan is in the
best interests of each class of each Fund individually and of the Trust as a
whole, have approved the Plan.

The provisions of the Plan are:

1. General Description Of Classes. Each class of shares of a Fund shall
represent interests in the same portfolio of investments of that Fund.
There currently are two classes designated: Class B and Class C.

a. Class B shares are offered and sold at net asset value without an
initial sales charge, but subject to a contingent deferred sales
charge ("CDSC"). The CDSC is imposed on the lesser of the net
asset value of the redeemed shares at the time of purchase or the
net asset value of the redeemed shares at the time of redemption
in accordance with the following schedule:
<TABLE>
<S> <C> <C>

Years of Redemption Contingent Deferred
After Purchase Sales Charge
Year 1 5.00%
Year 2 4.00%
Year 3 3.00%
Year 4 2.00%
Year 5 1.00%
</TABLE>
Year 6 0.00%
<PAGE>

The CDSC will not be charged with respect to: 1) shares acquired through
the reinvestment of dividends or distributions of short-term or long-term
capital gains and 2) shares held for more than five full years from the
date of purchase.

Class B shares are subject to a service fee at an annual rate not to exceed
0.25% of average daily net assets under a Shareholder Services

Plan, and a distribution fee at an annual rate not to exceed 0.25% of
average daily net assets under a Distribution Plan adopted pursuant to Rule
12b-1 under the Act.

b. Class C shares are offered and sold at net asset value without an
initial sales charge or CDSC. Class C shares are subject to a
service fee at an annual rate not to exceed 0.25% of average
daily net assets under a Shareholder Services Plan, and a
distribution fee at an annual rate not to exceed 0.25% of average
daily net assets under a Distribution Plan adopted pursuant to
Rule 12b-1 under the Act.

2. Expense Allocations To Each Class.

a. In addition to the service and distribution fees described above,
certain expenses may be attributable to a particular class of
shares of a Fund ("Class Expenses"). Class Expenses are charged
directly to net assets of the class to which the expense is
attributed and are borne on a pro rata basis by the outstanding
shares of that class. [Class Expenses may include;

(i) expenses incurred in connection with a meeting of shareholders;

(ii) litigation expenses;

(iii)printing and postage expenses of shareholders reports,
prospectuses and proxies to current shareholders of a specific
class;

(iv) expenses of administrative personnel and sevices required to
support the shareholders of a specific class;

(v) transfer agent fees and shareholder servicing expenses; and

(vi) such other expenses incurred by or attributable to a specific
class.]

<PAGE>

b. All other expenses of a Fund are allocated to each class on the
basis of the net asset value of that class in relation to the net
asset value of the Fund. Notwithstanding the foregoing, the
distributor or adviser of a Fund may waive or reimburse the
expenses of a specific class or classes to the extent permitted
under the Rule.

3. Class Designation. Subject to the approval by the Trustees of the
Trust, a Fund may alter the nomenclature for the designations of
one or more of its classes of shares.

4. Additional Information. This plan is qualified by and subjected
to the terms of the then current Prospectus for the applicable
class of shares; provided, however, that none of the terms set
forth in any such Prospectus shall be inconsistent with the terms
of this Plan. The Prospectus for each class contains additional
information about the class and the Fund's multiple class
structure.

5. Effective Date. This Plan is effective on _______, 1998, provided
that this Plan shall not become effective with respect to any
Fund or class unless first approved by a majority of the
Trustees, including a majority of the Trustees who are not
interested persons of the Trust (as defined in the Act). This
Plan may be terminated or amended at any time with respect to the
Trust or any Fund or class thereof by a majority of the Trustees,
including a majority of the Trustees who are not interested
persons of the Trust (as defined in the Act).