LINDBERGH FUNDS
497, 2001-01-08
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(Logo)
 Lindbergh
 Funds


                            Lindbergh Signature Fund

                   An actively managed asset allocation fund.

                                   PROSPECTUS


                                December 8, 2000























Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission  has  approved  or  disapproved  of  these  securities  nor  has  any
Commission  determined that this prospectus is accurate or complete.  Anyone who
tells you otherwise is committing a crime.

<PAGE>


TABLE OF CONTENTS

RISK/RETURN SUMMARY............................................................3
         Investment Objective..................................................3
         Principal Investment Strategies.......................................3
         Principal Risks.......................................................3
         Performance Information...............................................4
         Fees and Expenses.....................................................4

WHO IS RESPONSIBLE FOR YOUR FUND ACCOUNT.......................................5

HOW WE MANAGE THE FUND.........................................................6
         Investment Objective..................................................6
         Principal Investment Strategies.......................................6
         Discussion of Principal Risks.........................................8
ADDITIONAL CONSIDERATIONS......................................................9

DISTRIBUTION FEES.............................................................10

HOW YOUR SHARES ARE VALUED....................................................10

HOW SECURITIES IN THE PORTFOLIO ARE VALUED....................................11

DIVIDENDS.....................................................................11

TAXES    .....................................................................11

HOW TO BUY SHARES.............................................................12

HOW TO REDEEM SHARES..........................................................14

SHAREHOLDER SERVICES..........................................................15

FINANCIAL HIGHLIGHTS INFORMATION..............................................16

NOTICE OF PRIVACY POLICIES AND PROCEDURES .....................inside back cover

OTHER FUND INFORMATION................................................back cover
         Types of Information.........................................back cover
         Where You Can Get This Information...........................back cover

<PAGE>


         RISK/RETURN SUMMARY


INVESTMENT OBJECTIVE

The Fund's primary  objective is to increase the value of your  investment  over
the  long-term   through  capital   appreciation  and  earned  income.   Capital
preservation is an important but secondary objective.


PRINCIPAL INVESTMENT STRATEGIES

The Fund  invests  in  common  stocks,  bonds and money  market  instruments  in
proportions  consistent with their expected returns and risks as assessed by the
Fund's  adviser,   Lindbergh  Capital  Management,   Inc.  (the  "Adviser").  In
evaluating  potential risk and return  tradeoffs,  the Adviser  reviews  general
macro-economic conditions, Federal Reserve policy and employs various analytical
models.

When, in the Adviser's judgment, conditions are favorable for stock investments,
the Fund will normally be fully invested in common stocks.  If, however,  in the
Adviser's view, stock market conditions are less favorable for investors, all or
a portion  of fund  assets  will be  shifted  out of stocks  and into such fixed
income  investments as bonds and cash. The Fund is permitted to be 100% invested
in any one of the three asset classes - stocks, bonds, or cash.

After  allocating  funds among the major asset classes,  the Adviser next judges
which stock market sub-classes,  such as large  capitalization  growth stocks or
small capitalization value stocks, present the best investment opportunities. As
part of this  evaluation  process,  the Adviser  considers  factors  such as the
current stage of the business  cycle,  Federal  Reserve  policy,  macro-economic
policy in general,  the state of world affairs, and financial market conditions.
Once the Adviser  identifies the broad stock market sub-classes that it believes
have the most potential,  it then focuses its search within those specific areas
for individual stocks. After narrowing the search, the criteria the Adviser uses
in  selecting  specific  stocks from  within a subclass  depends on a variety of
considerations such as conditions in the economy and financial markets,  company
and industry fundamentals,  stock price trends, and company valuations to name a
few. The Adviser relies on its judgment and experience to determine what factors
should receive the most emphasis at any point in time.

In  managing  the  Fund's  fixed  income  assets,  the  Adviser  strives to take
advantage of opportunities  created by changing interest rates during the course
of a business cycle. If it believes  conditions  favor a basic change in Federal
Reserve policy,  the Adviser may respond by either lengthening or shortening the
time to  maturity  of the  Fund's  fixed  income  portfolio.  Its goal with this
strategy  is  two-fold:  First  capital  preservation  during  periods of rising
interest rates. Second,  capital appreciation during interest rate declines.  In
executing this strategy,  the Adviser primarily uses U.S. government  securities
and to a lesser extent  investment grade corporate bonds with maturities of more
than one year.


PRINCIPAL RISKS

The Fund's total return,  like stock and bond prices  generally,  will fluctuate
within a wide range,  so you could lose money over short or even long periods of
time. This section describes what we think are the most significant factors that
can cause the Fund's performance to suffer.

o    MARKET RISK - STOCKS: The market value of shares of common stock can change
     rapidly and  unpredictably  which could  result from  political or economic
     events  having  little  or  nothing  to do with the  issuer.  In  addition,
     investments in smaller  companies may involve greater risk than investments
     in larger, more established companies,  and shares of smaller companies may
     be subject to more abrupt or erratic price movements.

o    MARKET RISK - BONDS:  The market values of bonds decline over short or even
     long periods due to rising  interest  rates,  the credit  worthiness of the
     issuer, and terms of the bonds.

o    MANAGER OR STRATEGY  RISK:  This is the chance that the Adviser's  security
     selection or strategy  execution will cause the Fund to underperform  other
     funds with similar objectives.

o    DIVERSIFICATION  RISK: The Fund is not classified as a diversified fund. As
     a consequence, the Fund's net asset value may be more volatile than that of
     a more  widely  diversified  fund  because  the Fund may invest more of its
     assets in a smaller number of companies. Consequently, the Fund may be more
     vulnerable to any single economic,  political or regulatory occurrence, and
     the  gains or losses  on a single  stock  may have a greater  impact on the
     Fund's net asset value.


PERFORMANCE INFORMATION

The following  information provides some indication of the risks of investing in
the Fund by  comparing  the Fund's  performance  with a broad  measure of market
performance. Past performance is no guarantee of future returns.

TOTAL RETURN

For the period October 1, 1999  (commencement  of operations) to August 31, 2000
(fiscal year end).

                  Lindbergh Signature Fund           13.07%
                  S&P 500 Index*                     19.58%

*The  S&P  500  is a  broad-based  capitalization-weighted  index  of  500  U.S.
companies.


FEES AND EXPENSES

The following  table describes the fees and expenses that you may pay if you buy
and hold shares of the Fund.

         Shareholder Fees (fees paid directly from your investment)

         Sales Charge (Load) Imposed on Purchases:                          None
         Sales Charge (Load) Imposed on Reinvested Dividends:               None
         Redemption Fees:                                                   None
         Exchange Fees:                                                     None

         Annual Fund Operating Expenses (expenses deducted from fund assets)

         Management Fees:                                                  0.75%
         Distribution (12b-1) Fees:                                        0.25%
         Other Expenses:                                                   1.00%
         Total Annual Fund Operating Expenses:                             2.00%
         Expense Reimbursements*:                                        (1.25%)
         Net Expenses:                                                     0.75%

* Actual total  expenses will not exceed 0.75%  because the  Adviser's  contract
with the Fund  requires it to pay fund  expenses to maintain  total  annual fund
operating  expenses at 0.75%  through  August 31,  2001,  and to inform the Fund
prior to that date, if the commitment is to continue.

Example

The  following  example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds.

The example  assumes  that you invest  $10,000 in the Fund for the time  periods
indicated  and then  redeem all your  shares at the end of those  periods.  This
example also assumes that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower based on these assumptions your costs would be:

       1 Year                    3 Years              5 Years           10 Years

         $ 210                    $ 648                $1113             $2396



WHO IS RESPONSIBLE FOR YOUR FUND ACCOUNT


A number of entities  provide  services to the Fund.  This section shows how the
Fund is  organized,  the entities  that perform  these  services,  and how these
entities are compensated. Additional information on the organization of the Fund
is provided in the Fund's Statement of Additional  Information.  For information
on how to receive this document, see the back cover of this prospectus.


INVESTMENT ADVISER & PORTFOLIO MANAGER

Lindbergh Capital  Management,  Inc., 5520 Telegraph Road, Suite 204, St. Louis,
Missouri  63129,  is the investment  adviser for the Fund. It manages the Fund's
portfolio  and  provides  administrative  services to the extent not supplied by
other service providers. It has been an investment adviser for the past 12 years
managing  portfolios for  individuals  and retirement  plans.  This is the first
mutual fund to be managed by the Adviser.  The annual advisory fee to be paid to
Lindbergh  Capital,  based on average net assets,  is 0.75%.  In connection with
establishing  the Fund,  the Adviser  has  planned to keep total fund  operating
expenses  low.  To this end,  the  Adviser  has agreed to pay all Fund  expenses
necessary  to keep total fund  operating  expenses at 0.75%  through  August 31,
2001,  and to advise the Fund prior to fiscal year end whether it will  continue
to cap expenses.

Dewayne L.  Wiggins,  President  and a  controlling  shareholder  of the Adviser
since1988, is the Fund's portfolio manager. Mr. Wiggins has been responsible for
the day-to-day management of all client portfolios since1988.


TRANSFER AGENT, FUND ACCOUNTING AND ADMINISTRATOR

Unified Fund Services,  Inc. ("Unified"),  431North Pennsylvania,  Indianapolis,
Indiana 46204, acts as the Fund's transfer agent and, in 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
shareholder service functions.

In its capacity as fund  administrator,  Unified  provides the Fund with certain
monthly reports, record-keeping and other management related services.

Unified also provides fund accounting services to the Fund including maintaining
the Fund's  accounts,  books and  records  and  calculating  the daily net asset
value.  For these  administrative  and fund  accounting  services,  Unified will
receive  a set  amount  for  the  second  fiscal  year,  37%  of  which  is  for
administrative services.


DISTRIBUTOR

Unified Management  Corporation,  an affiliate of Unified Fund Services,  is the
distributor for shares of the Fund. It is based in Indianapolis,  Indiana and is
the distributor for a number of investment companies around the country. It acts
as agent for sale of Fund shares in the various states and coordinates marketing
materials.



CUSTODIAN

Assets of the Fund are held by UMB Bank, N.A., 928 Grand Boulevard,  10th Floor,
Kansas City, Missouri 64106, as the custodian.


BOARD OF TRUSTEES

Lindbergh Funds Board of Trustees has general  supervisory  responsibilities  of
the Lindbergh  Signature Fund. The Board monitors and supervises the performance
of the investment  adviser and other service  providers,  monitors the Lindbergh
Funds business and investment activities, and determines whether or not to renew
agreements with service providers.



HOW WE MANAGE THE FUND


This section  takes a closer look at the Fund's  investment  objectives  and the
strategies to help achieve them. In addition,  it provides further detail on the
important risks faced by investors in the Fund.


INVESTMENT OBJECTIVE

The Fund's primary  objective is to increase the value of your  investment  over
the long-term through capital appreciation and earned income.

Capital preservation is an important but secondary objective.  As a consequence,
the Fund strives to reduce risk so long as such efforts remain  compatible  with
the Fund's primary objective of long-term growth of principal.

The  foregoing  investment  objectives  may not be changed  without  shareholder
approval.  The other policies  described  under this caption are not fundamental
policies and thus may be changed by a majority  vote of the Board of Trustees of
the Lindbergh Funds. Such a change will not require a vote of Fund shareholders.


PRINCIPAL INVESTMENT STRATEGIES

To help achieve the Fund's investment objectives,  the Fund's adviser, Lindbergh
Capital  Management,  Inc.,  employs  an  investment  strategy  known  as  asset
allocation.  Fund  assets  are  allocated  among  stocks,  bonds,  and  cash  in
proportions  consistent with their expected returns and risks as assessed by the
Fund's Adviser.

Through  asset   allocation,   the  Adviser   strives  to  improve   returns  by
participating  in rising  stock  markets  and  limiting  losses in stock  market
declines.  To the extent that the Adviser  successfully  executes this strategy,
the Fund will also realize its secondary objective of capital preservation.

The Adviser's asset allocation process  encompasses three distinct steps. First,
the  Adviser  decides  the  percentage  of fund  assets  to set  aside for stock
investments;  any  remaining  fund assets will  ordinarily  be invested in fixed
income securities.  Next, for those funds allocated to fixed income, the Adviser
determines what portion to invest in bonds.  Finally,  the Adviser decides which
major  sectors  of the  stock  and bond  market  offer,  in its  view,  the best
investment opportunities.

In assessing  potential risk and reward tradeoffs in the financial markets,  the
Adviser reviews general macro- economic  conditions,  Federal Reserve policy and
employs various  analytical  models and indicators.  These factors together help
the  Adviser  determine  the  proportion  of fund assets to invest in each asset
class.  The Fund is permitted to be 100%  invested in any one of the three asset
classes - stocks, bonds, or cash.

The primary tool used to quantify stock market risk is  Lindbergh's  proprietary
Market MeterTM system. The models and indicators that make up the Market MeterTM
are designed to assess  equity  market risk by various  criteria.  For instance,
when interest rates change, certain indicators in the Market MeterTM measure the
possible  implications  of  such  changes  on  the  expected  returns  of  stock
investors.

When  the  Market  MeterTM  indicates  that  conditions  generally  favor  stock
investments,  the Fund will  usually be fully  invested  in common  stocks.  If,
however,  the Market MeterTM signals a less favorable stock market  environment,
the Adviser will normally  reduce its equity  investments  to around 60% of fund
assets.  Finally,  if the Market MeterTM senses excessive levels of stock market
risk, Fund equity holdings may be reduced to 30% or less of Fund assets.

In executing asset  allocation,  Lindbergh Capital  Management,  Inc. expects to
closely adhere to the  recommendations  of its various models,  particularly its
Market  Meter TM system.  The Adviser,  however,  will deviate from these equity
allocation targets whenever, in its judgment, it is appropriate to do so.

After  allocating  funds to asset  classes,  the  Adviser  next  judges from its
perspective  which  major  sectors of the stock  market  universe  hold the best
investment  opportunities.  As part of this evaluation process,  the Adviser may
consider  such  factors as the  current  stage of the  business  cycle,  Federal
Reserve policy,  macro-economic  policy in general,  the state of world affairs,
and financial market conditions.

Once the Adviser identifies the broad stock market sectors that it believes have
the most potential, it then focuses its search within those specific sectors for
individual  stocks.  As a result of this process,  the Fund's stock  investments
will often be  concentrated  in certain broad stock market sectors such as small
growth or small  value  stocks,  or large  growth  or large  value  stocks.  For
example,  if the Adviser  believes small stocks offer the best potential  return
relative to risk,  the Fund may invest all or a large share of the Fund's equity
assets in small-company growth stocks.

After narrowing the search,  the criteria the Adviser uses in selecting specific
stocks from  within a subclass  depends on a variety of  considerations  such as
conditions  in  the  economy  and  financial   markets,   company  and  industry
fundamentals,  stock price  trends,  and company  valuations  to name a few. The
Adviser  relies on its judgment and  experience to determine what factors should
receive the most emphasis at any point in time.

If, for instance,  the Federal Reserve is  constraining  the growth of money and
credit,  the Adviser may reduce the Fund's exposure to interest sensitive stocks
and increase its investments in companies that have superior financial strength.
Conversely,  during those periods when the U.S.  economy is beginning to recover
from a  recession,  the Adviser may place  greater  weight on lower  quality and
poorer performing stocks as potential stock purchase candidates. When evaluating
growth stocks,  company and industry  fundamentals will generally play a greater
role in the adviser's equity selection process. With value stocks,  though, more
emphasis is usually placed on stock prices and valuation considerations.

In  managing  the  Fund's  fixed  income  assets,  the  Adviser  strives to take
advantage of opportunities  created by changing interest rates during the course
of a business cycle. If it believes  conditions  favor a basic change in Federal
Reserve policy,  the Adviser may respond by either lengthening or shortening the
time to  maturity  of the  Fund's  fixed  income  portfolio.  Its goal with this
strategy is  two-fold:  First,  capital  preservation  during  periods of rising
interest rates. Second,  capital appreciation during interest rate declines.  In
executing  the  strategy  with  respect  to fixed  income  assets,  the  Adviser
primarily  uses U.S.  government  securities  and to a lesser extent  investment
grade corporate bonds.

While it is permissible to invest in bonds and other debt  securities,  the Fund
expects to be fully invested in equities for extended periods. It is, therefore,
inappropriate to characterize the Fund as a balanced fund.

In addition,  the Fund makes no attempt to capitalize on short-term stock market
swings by moving from a 100% equity  position into cash and shortly  thereafter,
back again into  equities.  For this  reason,  it is likewise  inappropriate  to
characterize  the Fund's  operating  strategy  as market  timing.  On  occasion,
though,  the Fund may be required to reverse course shortly after implementing a
change in asset  allocation.  Such short-term  reversals should prove to be more
the exception than the rule.

As the terms are used above, stock investments  include equity securities of all
types,  such as common stocks,  preferred  stocks,  securities  convertible into
common stocks, and depository receipts.  The Adviser focuses primarily on stocks
traded  over  national  securities  exchanges  and  inter-dealer  systems.  Bond
investments  include all varieties of fixed-income  securities  maturing in more
than one year. Major market sectors or sub-classes of bond  investments  include
items issued by the U.S.  government,  by government  agencies,  by banks and by
corporations.  The cash class  includes all types of short-term and money market
instruments.


DISCUSSION OF PRINCIPAL RISKS

Diversification Risk

o    This  is a  non-diversified  fund.  It  will  keep  half  of the  portfolio
     diversified  for tax law  purposes;  however,  it may  invest  up to 25% of
     assets in the stocks or bonds of one company.  As a result,  there may be a
     limited  number of companies each  representing a larger  percentage of the
     portfolio  and, if those  companies are  adversely  effected by some event,
     they  would  have a  greater  adverse  effect  on the  portfolio  than on a
     portfolio where assets are diversified among a larger number of companies.


Manager or Strategy Risk

o    You should  recognize that market risks  inherent in investments  cannot be
     avoided,  nor is there any assurance that the Fund's investment  objectives
     will be achieved.

o    Because the Fund may invest in a wide range of investments and markets, the
     Fund's  Adviser  has  substantially  more  investment  discretion  than the
     advisers of most mutual funds.  The performance of the Fund will reflect in
     part the Adviser's ability to effectively  allocate the Fund's assets among
     these investments and markets.

o    The principal risk of the Fund's  strategy is that the Adviser may misjudge
     market  conditions when allocating  fund assets among stocks,  bonds,  cash
     investments and markets.  Investment performance could suffer, for example,
     if only a small  portion of fund assets were  allocated to stocks  during a
     significant  stock market  advance or if a major portion of its assets were
     allocated  to stocks  during a market  decline.  As a result,  you could be
     worse off than if no attempt had been made to allocate funds.


Stock Market Risks

o    GENERAL:  Equity  securities  fluctuate  in value,  often  based on factors
     unrelated  to  the  value  of  the  issuer  of  the  securities,  and  such
     fluctuations  can be  pronounced.  Changes  in  the  value  of  the  Fund's
     investments  will result in changes in the value of its shares and thus the
     Fund's total return to investors.

o    COMPANY RISKS: Due to changing investor  perception,  individual stocks can
     perform differently than the overall market.

o    SECTOR AND INDUSTRY RISKS: The stocks of companies within specific economic
     sectors or industries can periodically perform differently than the overall
     stock market.  To the extent that the Fund holds above  average  investment
     positions in specific  market sectors or industries,  it increases not only
     the  potential  for  above-average  returns,  but also the  possibility  of
     below-average returns or investment losses.

o    RISKS OFGROWTH STOCKS: Growth stocks typically trade at higher multiples of
     current earnings than other stocks.  Therefore,  their stock prices tend to
     be more acutely  sensitive to changes in current or expected  earnings than
     the prices of other stocks.  The stocks of growth  companies are subject to
     substantial price declines if earnings fail to meet investors expectations.

o    RISKS OF VALUE STOCKS:  Value stocks are shares in companies that appear to
     be inexpensive  relative to anticipated earnings and dividend growth. Value
     stocks,  however,  can remain  undervalued for years. There is not only the
     risk that a value  stock may never reach what the  Adviser  considers  fair
     value, it may decline even further in value.

o    RISKS  OF  SMALL  STOCKS:  The  Fund may  purchase  securities  of  smaller
     capitalization  companies  which may be subject  to more  abrupt or erratic
     market  movements  than  larger,  more  established  companies.  Buying and
     selling  shares of small  companies  may be more  difficult  than it is for
     larger companies because there are fewer shares available, and they tend to
     trade less  frequently.  Smaller  companies are also more likely to declare
     bankruptcy or to cease operations.


Risks of Fixed Income Investments

o    INTEREST RATE RISK: Debt securities will fluctuate in value with changes in
     interest  rates.  In general,  debt  securities will increase in value when
     interest rates fall and decrease in value when interest rates rise.  Longer
     term debt securities are generally more sensitive to interest rate changes.
     In addition, the zero coupon obligations may be highly volatile to changing
     interest rates.

o    CREDIT OR DEFAULT RISK: The Fund is subject to the risk that the issuers of
     debt  securities  held by the Fund will not make payment on the securities.
     There is also the risk that an  issuer  could  suffer  adverse  changes  in
     financial condition that could lower the credit quality of a security. This
     could  lead to greater  volatility  in the price of the  security  and fund
     shares.  Also, a change in credit  quality  rating of a bond can affect the
     bond's liquidity and make it more difficult for the Fund to sell.

o    CALL RISK: Many corporate  bonds may be redeemed  (called) at the option of
     the issuer before their stated maturity date. The Fund would then be forced
     to invest the unanticipated  proceeds at lower interest rates, resulting in
     a decline in the Fund's income.

o    LIQUIDITY RISK: Compared with equity securities,  there are generally fewer
     active buyers and sellers of fixed income securities. It, therefore, can be
     more difficult to liquidate  fixed income holdings and receive a reasonable
     or fair price.  Such liquidity risk depends,  in part, upon the entity that
     issued the bonds and the amount of  securities  traded.  Unlike most equity
     securities,  sales of  smaller  parcels of bond  securities  are often more
     illiquid  and thus the  seller is more  likely to receive a price less than
     its listed market value.

o    PREPAYMENT AND EXTENSION RISK: Certain debt securities may be repaid before
     the money is due. In such an event, the proceeds could be invested at lower
     interest  rates.  Intermediate-term  and long-term  bonds commonly  provide
     protection against this possibility, but mortgage-backed securities do not.
     Mortgage-backed  securities  are more  sensitive  to  risks  of  prepayment
     because  they  can be  prepaid  whenever  their  underlying  collateral  is
     prepaid.  Conversely,   extension  risk  is  the  possibility  that  in  an
     environment of rising  interest  rates,  expected  prepayments  will not be
     made,  with the result that the  security's  life will  become  longer than
     anticipated. Typically, the security's value will drop when this occurs.



ADDITIONAL CONSIDERATIONS


USE OF DERIVATIVES

The Adviser may utilize  derivatives as tools in managing the Fund's  portfolio.
Derivatives are financial  instruments which derive their performance,  at least
in part, from the performance of an underlying  asset,  index, or interest rate.
Derivatives the Fund may use include options,  futures,  asset-backed securities
and interest-rate swaps.

The Fund will invest in futures and options for the following reasons:

o    To keep cash on hand to meet  shareholder  redemptions or other needs while
     simulating full investment in stocks or bonds.

o    To reduce the Fund's  transaction  costs or add value when the  instruments
     are favorably priced.

o    To use as an investment tool when reallocating assets among stocks,  bonds,
     and cash investments.

The Adviser may, for instance,  wish to reallocate 10% of the Fund's assets from
stocks to bonds.  To  implement  this change  rapidly  and with low  transaction
costs, the Adviser may sell stock index futures and purchase bond index futures.

Losses (or gains)  involving  futures can  sometimes be  substantial  - in part,
because a relatively small price movement in a futures contract may result in an
immediate  and  substantial  loss (or gain).  The Fund will not use  futures for
speculative purposes and, therefore, does not intend to leverage its net assets.
The Fund will not enter into  contracts for which the aggregate  initial  margin
and premiums (less the  in-the-money  amount of an option) exceed 5% of the fair
market  value of its  assets.  The Fund  will not  effect a futures  or  options
transaction  if  the  aggregate  value  of  the  Fund's  securities  subject  to
outstanding futures and options would exceed 100% of the Fund's total assets.


RISKS WITH FUTURES CONTRACTS

o    When using stock and bond index futures to reallocate  assets among stocks,
     bonds,  and  cash  equivalent  investments,   there  may  be  an  imperfect
     correlation  between  changes in the market  value of the futures  position
     relative  to the  underlying  asset  in the  Fund.  This can  diminish  the
     effectiveness of using futures as a tool for reallocating fund assets.

o    The liquidity of a futures market is one factor that  determines its value.
     If the Fund cannot  close out a futures  position,  it may be  compelled to
     continue  to  make  daily  cash  payments  to the  broker  to  meet  margin
     requirements, thus increasing the transaction cost.


NOT TAX MANAGED

While the Fund's primary  objective is to seek long-term  capital  appreciation,
the Fund does not necessarily purchase or hold individual  securities to qualify
for long-term  capital gains treatment.  In determining when to sell a security,
the Adviser  may  consider a variety of factors  other than the holding  period,
including   but  not  limited  to   financial   market   conditions,   corporate
developments, other investment opportunities, and fund redemptions.


BORROWING

The Fund can only borrow money under the following conditions: (i) borrow not in
excess of 33 1/3% of its total  assets  from banks as a  temporary  measure  for
extraordinary  purposes,  and (ii)  engage in  transactions  involving  futures,
options, and the like on margin.



DISTRIBUTION FEES


Lindbergh  Signature  Fund has  adopted a plan under Rule 12b-1 that  allows the
Fund to pay  distribution  and other fees for the distribution of its shares and
for services provided to shareholders.  The Plan allows for the payment of up to
0.25% of  average  annual  net  assets.  Because  these fees are paid out of the
Fund's assets on an on-going basis, over time, these fees will increase the cost
of your  investment  and may cost  you more  than  paying  other  types of sales
charges.


HOW YOUR SHARES ARE VALUED


The share price (also called "net asset  value" or NAV per share) is  calculated
at the close of the New York Stock Exchange,  normally 4 p.m. Eastern Time, each
day the New York Stock Exchange is open for business.  To calculate the NAV, the
Fund's  assets are valued  and  totaled,  liabilities  are  subtracted,  and the
balance,  called net  assets,  is  divided by the number of shares  outstanding.
Current market values are used to price fund shares.



HOW SECURITIES IN THE PORTFOLIO ARE VALUED


We use current market valuations to value the securities in the Fund:

o    Securities  that  trade on an  organized  exchange  are  valued at the last
     published  sales  price on the  exchange.  If no sales  are  recorded,  the
     securities are valued at the average of the closing bid and asked prices on
     the exchange.

o    Over-the-counter  securities  are valued at the  average of closing bid and
     asked prices.

o    Debt securities maturing in 60 days or less are usually valued at amortized
     (gradually reduced) cost.

o    Longer-term  debt  securities  may  be  valued  by an  independent  pricing
     service.

o    Securities with unavailable  market  quotations and other assets are valued
     at "fair value"--which is determined or directed by the Board of Directors.

If any of the Fund's  securities  are traded in markets  that close at different
times,  events affecting portfolio values that occur between the time that their
prices are  determined  and the time the Fund's shares are priced will generally
not be reflected  in the Fund's  share price.  The net asset value of the Fund's
shares  may change on days when  shareholders  will not be able to  purchase  or
redeem the Fund's shares.

The value of securities  denominated in foreign currencies and traded in foreign
markets will have their value converted into the U.S. dollar  equivalents at the
prevailing  market  rate.  Fluctuation  in the value of  foreign  currencies  in
relation to the U.S.  dollar may affect the net asset value of the Fund's shares
even if there  has not been any  change  in the  foreign  currency  price of the
Fund's investments.



DIVIDENDS


Dividends and capital  gains,  if any, are  distributed  once per year. The Fund
makes  distributions of any net realized long-term capital gains and distributes
virtually all of its net income  (interest and dividends  less expenses) as well
as any capital  gains  realized  from the sale of its  holdings.  Dividends  and
distributions are automatically reinvested in additional shares on payment dates
at the  ex-dividend  net asset value,  unless cash payments are requested on the
account application or in writing to the Transfer Agent. All shareholders on the
record date are entitled to the dividend.



TAXES


Investment  earnings  (dividends  and capital  gains) are taxable in the year in
which  they  were  declared,  not paid  (whether  they are  received  in cash or
reinvested in shares) and are  distributed  to  shareholders.  Any dividends and
capital gains you receive are taxable.  So are gains and losses you receive when
you sell your shares as in any mutual fund. If you buy shares  shortly before or
on the  "record  date," you could  receive a portion of the money  invested as a
taxable  distribution.  You will be sent timely  information for your tax filing
needs.  We recommend  that you consult with a tax adviser about any possible tax
consequences on your account.

HOW TO BUY SHARES


Shares of the Fund are sold  every day the New York Stock  Exchange  is open for
business,  at the Fund's net asset value per share next calculated after receipt
of the purchase  order in proper form. The Fund reserves the right to reject any
purchase  request.  Investors  may be charged a fee if they effect  transactions
through a broker or agent.


MINIMUM INVESTMENT

The  minimum  initial  investment  in the Fund is $3,000.  The  minimum  initial
investment to open an IRA account is $2,000.  The minimum investment may also be
waived for  certain  other  types of  retirement  accounts  and  direct  deposit
accounts.


OPENING AN ACCOUNT

An account may be opened by mail or bank wire, as follows:

By Mail

To open a new account by mail:

(a)  Complete and sign the account application.

(b)  Enclose a check payable to the Lindbergh Signature Fund.

(c)  Mail the application  and the check to the Fund's  Transfer Agent,  Unified
     Fund Services, Inc. (the "Transfer Agent") at the following address:

         The Lindbergh Funds
         c/o Unified Fund Services, Inc.
         P.O. Box 6110
         Indianapolis, Indiana 46206-6110

By Wire

To open a new account by wire,  call the Transfer Agent. A  representative  will
assist you to obtain an  account  application  by fax (or  mail),  which must be
completed,  signed and faxed (or mailed) to the Transfer Agent before payment by
wire may be made. Then,  request your financial  institution to wire immediately
available funds to:

                  UMB Bank, N.A., Kansas City, MO 64106
                  ABA# 101000695
                  For credit to:  Lindbergh Signature Fund
                  A/C#9870983818
                  For further credit:   (Shareholder Name and Account Number)

The order is considered  received when UMB Bank, N.A., the Fund's custodian (the
"Custodian"),  receives payment by wire. The completed account  application must
be mailed to the Transfer  Agent on the same day the wire  payment is made.  See
"Opening an Account -- By Mail" above.  Financial  institutions may charge a fee
for wire transfers.


SUBSEQUENT INVESTMENTS

Once an account is open,  additional purchases of Fund shares may be made at any
time in minimum amounts of $100.

By Mail

Send a check payable to the Lindbergh Signature Fund to:

         The Lindbergh Funds
         c/o Unified Fund Services, Inc.
         P.O. Box 6110
         Indianapolis, Indiana 46206-6110

The Fund will charge a $15 fee against your  account for any check  returned for
insufficient  funds. You also will be responsible for any losses suffered by the
Fund as a result.

By Wire

Wire the  funds as  described  above  under  "Opening  an  Account  -- By Wire."
Shareholders need to call the Transfer Agent before wiring funds.

By ACH

Automated  Clearing House ("ACH") is the  electronic  transfer of funds directly
between an account with a financial institution and the Fund. Once an account is
open,  shares may be  purchased  or redeemed  through ACH. ACH can be in minimum
amounts of $100.

In order to use the ACH service,  the ACH  authorization  section of the account
application must be completed.  For existing accounts, an ACH Authorization Form
may be obtained by calling the Transfer Agent.

To order a purchase by ACH,  call the Transfer  Agent.  There are no charges for
ACH transactions imposed by the Fund or the Transfer Agent. ACH transactions are
completed  approximately  two  business  days  following  the  placement  of the
transfer order. Allow at least two weeks for preparation before using ACH.

ACH may be used to make direct  deposits  into a Fund  account of part or all of
recurring  payments  made to a  shareholder  by his or her employer  (corporate,
federal, military, or other) or by the Social Security Administration.

By Phone Order

Once an account is open,  shares may be  purchased  at a certain  day's price by
calling the Transfer Agent,  before the close of regular trading on the New York
Stock Exchange  (currently 4:00 p.m.,  Eastern Time) on that day. Orders must be
for $1,000 or more and may not be for an amount  greater than twice the value of
the existing account at the time the order is placed.

Payment by check or wire must be received  within three  business days after the
order is placed,  or the order will be canceled and you will be responsible  for
any resulting loss to the Fund.  Payment of telephone orders by check may not be
mailed to the Transfer  Agent's  Post Office Box address,  but must be mailed to
the Transfer Agent at:

         The Lindbergh Funds
         c/o Unified Fund Services, Inc.
         431 North Pennsylvania Street
         Indianapolis, Indiana 46204

Payment must be  accompanied  by the order number given at the time the order is
placed. A written  confirmation with complete purchase  information will be sent
to the shareholder of record shortly after payment is received.


<PAGE>


HOW TO REDEEM SHARES


Shares of the Fund may be redeemed on any day on which the Fund computes its net
asset value.  Shares are redeemed at their net asset value next determined after
the Transfer Agent receives the  redemption  request in proper form.  Redemption
requests may be made by mail or by telephone.


BY MAIL

You may redeem shares by mailing a written request to:

         The Lindbergh Funds
         c/o Unified Fund Services, Inc.
         P.O. Box 6110
         Indianapolis, Indiana 46206-6110

Written  requests must state the  shareholder's  name, the name of the Fund, the
account  number and the  shares or dollar  amount to be  redeemed  and be signed
exactly as the shares are registered.


SIGNATURES REQUIRED

Shareholders  requesting a redemption  of $5,000 or more, or a redemption of any
amount payable to a person other than the shareholder of record or to be sent to
an address other than that on record with the Fund,  must have all signatures on
written redemption requests guaranteed.

The Transfer Agent will accept signatures  guaranteed by a financial institution
whose  deposits  are  insured by the FDIC;  a member of the New York,  American,
Boston,  Midwest,  or Pacific Stock Exchanges;  or any other "eligible guarantor
institution," as defined in the Securities Exchange Act of 1934.

The Transfer Agent will not accept signatures guaranteed by a notary public. The
Transfer Agent has adopted standards for accepting signature guarantees from the
above institutions. The Fund may elect in the future to limit eligible signature
guarantors to institutions  that are members of a signature  guarantee  program.
The Fund and its Transfer  Agent  reserve the right to amend these  standards at
any  time  without  notice.  Redemption  requests  by  corporate  and  fiduciary
shareholders must be accompanied by appropriate  documentation  establishing the
authority  of the  person  seeking  to act on  behalf of the  account.  Forms of
resolutions  and other  documentation  to assist in compliance with the Transfer
Agent's procedures may be obtained by calling the Transfer Agent.

BY PHONE

You may also redeem shares by telephone by calling the Transfer  Agent. In order
to make redemption  requests by telephone,  the Telephone  Privileges section of
the account  application must be completed.  For existing accounts,  a Telephone
Privileges form may be obtained by calling the Transfer Agent.

Telephone  redemptions may be requested only if the proceeds are to be issued to
the  shareholder  of record and mailed to the  address on record  with the Fund.
Upon request,  proceeds of $100 or more may be  transferred by ACH, and proceeds
of $1,000 or more may be  transferred  by wire,  in either case,  to the account
stated on the account application. You will be charged for outgoing wires.

Telephone  privileges  and  account  designations  may be changed by sending the
Transfer  Agent a written  request with all  signatures  guaranteed as described
above.

The  Transfer  Agent  requires  personal  identification  before  accepting  any
redemption request by telephone,  and telephone  redemption  instructions may be
recorded.  If  reasonable  procedures  are not  followed by the Fund,  it may be
liable for losses due to unauthorized or fraudulent telephone  instructions.  In
the event of drastic economic or market changes,  you may experience  difficulty
in redeeming  by  telephone.  If such a case should  occur,  redemption  by mail
should be considered.


RECEIVING PAYMENT

The Fund  normally  will make  payment  for all  shares  redeemed  within  three
business  days after  receipt by the Transfer  Agent of a redemption  request in
proper  form,  except as provided by the rules of the  Securities  and  Exchange
Commission.  A requested wire of redemption  proceeds  normally will be effected
the following business day, but in no event more than three business days, after
receipt of the  redemption  request in proper  form.  However,  when  shares are
purchased by check or through ACH, the  proceeds  from the  redemption  of those
shares  are not  available,  and the  shares  may not be  exchanged,  until  the
purchase check or ACH transfer has been converted to federal funds,  which could
take up to 15 calendar days.



SHAREHOLDER SERVICES


Each time shares are purchased or redeemed,  a statement  will be mailed showing
the details of the  transaction  and the number and value of shares  owned after
the transaction.  Transactions made in brokerage sweep accounts will be detailed
on a monthly brokerage statement.  Share certificates are not issued.  Financial
reports  showing  investments,  income  and  expenses  of the Fund are mailed to
shareholders  semi-annually.  After the end of each year, shareholders receive a
statement of all their transactions for the year.

The Fund  provides a number of plans and  services to meet the special  needs of
certain investors, including:

o        an automatic investment plan,

o        a payroll deduction plan, and,

o        a systematic withdrawal plan to provide monthly payments.

Brochures  describing  these plans and related charges and account  applications
are available free from the Transfer Agent.


<PAGE>


FINANCIAL HIGHLIGHTS INFORMATION

The financial  highlights  table is intended to help you  understand  the Fund's
financial  performance  for  the  period  of  the  Fund's  operations.   Certain
information  reflects  financial  results  for a single  Fund  share.  The total
returns in the table  represent the rate that an investor  would have earned [or
lost] on an investment in the Fund (assuming  reinvestment  of all dividends and
distributions). This information has been audited by McCurdy & Associates CPA's,
Inc., whose report, along with the Fund's financial statements,  are included in
the annual report, which is available upon request.


                                                        PERIOD ENDED
SELECTED PER SHARE DATA                                 AUG. 31, 2000 (a)

Net asset value, beginning of period.......................$    100.00
                                                           --------------
Income from investment operations
        Net investment income..............................$      4.18
        Net realized and unrealized gain...................$      8.75
                                                           --------------
Total from investment operations...........................$     12.93
                                                           --------------

Less Distributions:
        From net investment income.........................$     (1.71)
        From net realized gain.............................$     (0.01)
                                                           --------------
Ttoal distributions........................................$     (1.72)
                                                           --------------

Net asset value, end of period.............................$    111.21
                                                           --------------
                                                           --------------

Total Return (b)...........................................$      13.07%

RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000)............................$    15,482
Ratio of expenses to average net assets....................        0.75% (c)
Ratio of expenses to average net assets
        before waiver & reimbursement......................        2.00% (c)
Ratio of net investment income to
        average net assets.................................        4.33% (c)
Ratio net investment income to
        average net assets before waiver & reimbursement...        3.08% (c)
Portfolio turnover rate....................................        5.38% (c)


(a)  For the perioed October 1, 1999 (commencement of operations) to August 31,
        2000
(b)  For periods of less than a full year, total return is not annualized.
(c)  Annualized.


<PAGE>





--------------------------------------------------------------------------------
NOTICE OF PRIVACY POLICIES AND PROCEDURES

We collect non-public personal information about you from the following sources:
(i)  information we receive from you on  applications  or other forms;  and (ii)
information about your transactions with us.

Our policies prohibit  disclosure of non-public  personal  information about its
present or former  individual  shareholders  to anyone,  except as  permitted or
required by law and except as necessary for entities  providing  services to us,
performing functions for us or maintaining records on our behalf, to perform the
applicable function.

All  services  provided to you are through  our service  providers.  All records
containing your non-public  personal  information are at our service  providers.
These entities include our transfer agent,  administrative service provider, and
investment adviser.  Contracts with these entities prohibit them from disclosing
non-public  personal  information  about you, require them to restrict access to
the  information  to those  employees  who need to know that  information,  and,
require them to maintain physical,  electronic,  and procedural  safeguards that
comply with federal standards to guard your non-public personal information.  We
restrict  access to non-public  personal  information  about you to the entities
described above.
--------------------------------------------------------------------------------




                                                             [inside back cover]


<PAGE>


OTHER FUND INFORMATION

Types of Information

If you'd like more information about the Lindbergh Signature Fund, the following
documents are available free upon request:

Annual/Semiannual              Additional information about the Fund's
                               investments is available in the Report to
                               Shareholders annual and semiannual reports to
                               shareholders. In these reports, you will find a
                               discussion of  the  market conditions  and
                               investment  strategies  that significantly
                               affected the Fund's performance during the most
                               recent  fiscal year.

Statement of Additional        The SAI provides more detailed information about
Information ("SAI")            the Fund.

The  current  annual and  semiannual  reports  and the SAI are  incorporated  by
reference into (and are thus legally a part of this prospectus.


Where You Can Get This Information

By Telephone              Call 1-888-505-6361 Monday through Friday, 7 a.m. to
                          4 p.m. Eastern Time. You may also call this number for
                          shareholder inquires.

Via the Internet          Visit the Securities and Exchange Commission Web site
                          at "www.sec.gov".

From the                  You can review and copy information about the Fund
Securities and            (including the SAI) at the SEC's Public Reference Room
Exchange                  in Washington, D.C. To find out more about this
                          public Commission service, call the SEC at
                          1-202-942-8090 for hours of operation. You can
                          also receive copies of this information, for a fee,
                          by writing the Public Reference Section, Securities
                          and Exchange Commission, Washington, DC 20549-6009.

By  Mail       Specify the document  you are  requesting  when writing to us at:

               The Lindbergh Funds
               c/o Unified Fund Services,  Inc.
               P.O. Box 6110 Indianapolis,
               Indiana 46206-6110



Fund's Investment Company Act
File Number: 811-9437






                                                               [back cover page]

<PAGE>

Lindbergh
 Funds








                            Lindbergh Signature Fund





                       Statement of Additional Information


                                December 8, 2000












This Statement of Additional Information is not a prospectus.  It should be read
in conjunction with the current  prospectus of Lindbergh Funds dated December 8,
2000. To obtain a copy of the prospectus,  call  1-888-505-6361 or write to: The
Lindbergh Funds, c/o Unified Fund Services,  Inc., P.O. Box 6110,  Indianapolis,
Indiana 46206-6110.


<PAGE>


TABLE OF CONTENTS

DESCRIPTION OF THE TRUST.......................................................3

INVESTMENT POLICIES............................................................4

ADDITIONAL INFORMATION ABOUT
         FUND INVESTMENTS AND RISK CONSIDERATIONS..............................5
         Use of Other Mutual Funds.............................................5
         Forward Commitments and Reverse Repurchase Agreements.................6
         Leveraging............................................................6
         Put and Call Options..................................................6
         Purchasing Options....................................................6
         Writing Options.......................................................7
         Combined Positions....................................................7
         Correlation of Price Changes..........................................8
         Liquidity of Options and Futures Contracts............................8
         OTC Options...........................................................8
         Foreign Currency Transactions.........................................9
         Segregated Assets and Covered Positions..............................10
         Illiquid Investments.................................................11
         Restricted Securities................................................11
         Risks of International Investing.....................................12
         Risk of High Yield Securities or Funds...............................14

PORTFOLIO TRANSACTIONS........................................................16

PORTFOLIO TURNOVER............................................................16

MANAGEMENT OF THE TRUST.......................................................17

PURCHASE AND REDEMPTION.......................................................21

DETERMINATION OF NET ASSET VALUE..............................................22

TAX STATUS....................................................................22

PERFORMANCE INFORMATION.......................................................23

PERFORMANCE COMPARISONS.......................................................24

CUSTODIAN.....................................................................25

TRANSFER AGENT, FUND ACCOUNTING AGENT, AND ADMINISTRATOR......................25

INDEPENDENT ACCOUNTANTS AND COUNSEL...........................................25

CODE OF ETHICS................................................................25

FINANCIAL STATEMENTS..........................................................26
DESCRIPTION OF THE TRUST

History of the Trust

Lindbergh Funds (the "Trust") is an open-end  management  investment company and
is a voluntary  association  of the type known as a "business  trust"  organized
under the laws of the  Commonwealth of  Massachusetts on June 16, 1999. There is
currently  only one series within the Trust,  the Lindbergh  Signature Fund (the
"Fund"). It represents a separate non-diversified portfolio of securities.

Characteristics of Trust Shares

The Trustees  have  exclusive  power,  without the  requirement  of  shareholder
approval,  to issue series of shares without par value, each series representing
interests in a separate  portfolio,  or divide the shares of any portfolio  into
classes,  each class having such  different  dividend,  liquidation,  voting and
other rights as the Trustees may determine,  and may establish and designate the
specific classes of shares of each portfolio. Before establishing a new class of
shares  in  an  existing  portfolio,   the  Trustees  must  determine  that  the
establishment and designation of separate classes would not adversely affect the
rights of the holders of the initial or previously  established  and  designated
class or classes.

The assets  received  by the Trust from the issue or sale of shares of the Fund,
and all income,  earnings,  profits and  proceeds  thereof,  subject only to the
rights of creditors,  are separately  allocated to the Fund. They constitute the
underlying  assets of that Fund,  are required to be  segregated on the books of
accounts,  and are to be charged with the expenses with respect to the Fund. Any
general  expenses  of the Trust,  not readily  identifiable  as  belonging  to a
particular  Fund,  shall be allocated by or under the  direction of the Board of
Trustees in such manner as the Board determines to be fair and equitable.

Each share of the Fund represents an equal  proportionate  interest in that Fund
with each other share and is entitled to such dividends and  distributions,  out
of the  income  belonging  to that Fund,  as are  declared  by the  Board.  Upon
liquidation  of the Trust,  shareholders  of the Fund are  entitled to share pro
rata in the net assets belonging to the Fund available for distribution.

Under the  Trust's  Master  Trust  Agreement,  no annual or  regular  meeting of
shareholders is required. In addition, after the Trustees were initially elected
by the shareholders,  the Trustees became a self-perpetuating  body. Thus, there
will  ordinarily be no shareholder  meetings  unless  otherwise  required by the
Investment Company Act of 1940 (the "1940 Act").

On any matter submitted to shareholders, the holder of each share is entitled to
one vote per share (with proportionate voting for fractional shares). On matters
affecting any  individual  Fund, a separate vote of that Fund would be required.
Shareholders  of any Fund are not  entitled to vote on any matter which does not
affect their Fund but which requires a separate vote of another Fund.

Shares do not have cumulative  voting rights,  which means that in situations in
which shareholders elect Trustees, holders of more than 50% of the shares voting
for the  election of Trustees  can elect 100% of the Trust's  Trustees,  and the
holders of less than 50% of the shares  voting for the election of Trustees will
not be able to elect any person as a Trustee.

Shares have no preemptive, subscription or conversion rights.


<PAGE>


Trust shares are fully paid and  non-assessable;  and, there are no restrictions
on the right of shareholders to retain or dispose of their shares.

Shareholder Liability

Under  Massachusetts  law, the  shareholders  of the Trust could,  under certain
circumstances,  be held  personally  liable  for the  obligations  of the Trust.
However, the Master Trust Agreement disclaims  shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given in
each agreement,  obligation or instrument  entered into or executed by the Trust
or the Trustees.  The Master Trust Agreement provides for indemnification out of
the  Trust's  property  for all  losses and  expenses  of any  shareholder  held
personally  liable  for  the  obligations  of the  Trust.  Thus,  the  risk of a
shareholder  incurring  financial  loss on account of  shareholder  liability is
limited to  circumstances  in which the Trust itself would be unable to meet its
obligations.

INVESTMENT POLICIES

Lindbergh  Signature  Fund  will  not  change  any of the  following  investment
restrictions  without  the  affirmative  vote of a majority  of the  outstanding
voting  securities of the Fund,  which, as used herein,  means the lesser of (i)
67% of the Fund's outstanding shares present at a meeting at which more than 50%
of the  outstanding  shares of the Fund are  represented  either in person or by
proxy, or (ii) more than 50% of the Fund's outstanding shares.

The Fund may not:

(1)   Issue senior securities.

(2)  Borrow money,  except that the Fund may (i) borrow not in excess of 33 1/3%
     of the total  assets  of the Fund from  banks as a  temporary  measure  for
     extraordinary  purposes, and (ii) engage in transactions involving futures,
     options and the like on margin.

(3)   Underwrite the securities of other issuers.

(4)  Purchase or sell real property  (including limited  partnership  interests,
     but excluding readily marketable interests in real estate investment trusts
     or readily marketable securities or companies which invest in real estate).

(5)  Engage in the  purchase  or sale of  commodities  or  commodity  contracts,
     except that the Fund may invest in financial and currency futures contracts
     and related options for bona fide hedging  purposes and to provide exposure
     while attempting to reduce transaction costs.

(6)  Lend its assets, except that purchases of debt securities in furtherance of
     the Fund's investment  objectives will not constitute lending of assets and
     except that the Fund may lend portfolio securities with an aggregate market
     value of not more than one-third of the Fund's net assets.

(7)   Purchase any security on margin, except that it may obtain such short-term
      credits as are necessary for  clearance of securities  transactions.  This
      restriction  does  not  apply  to bona  fide  hedging  activity  utilizing
      financial futures and related options.

(8)  Make short sales in situations where the security is not owned by the Fund.

(9)  Acquire more than 10% of the voting securities of any one issuer.

(10)  With  respect to 50% of the Fund,  invest more than 5% of the value of its
      total assets in securities of any one issuer, except such limitation shall
      not  apply to  obligations  issued  or  guaranteed  by the  United  States
      Government, its agencies or instrumentalities.

The following  investment  restrictions  may be changed by the Board of Trustees
without a shareholder vote.

The Fund may not:

(1)   Invest in companies for the purpose of exercising control or management.

(2)  Hypothecate,  pledge, or mortgage any of its assets, except to secure loans
     as a temporary  measure  for  extraordinary  purposes  and except as may be
     required to collateralize letters of credit to secure state surety bonds.

(3)  Invest more than 15% of its net assets in illiquid securities.

(4)  Invest in oil, gas or other mineral leases.

(5)  In connection with bona fide hedging activities, invest more than 5% of its
     assets as initial  margin  deposits or premiums for futures  contracts  and
     provided the Fund may enter into futures contracts and option  transactions
     only to the extent that  obligations  under such contracts or  transactions
     represent not more than 100% of the Fund's assets.

If a percentage  restriction  is adhered to at the time of  investment,  a later
increase  or  decrease  in  percentage,  resulting  from a change  in  values of
portfolio securities or amount of net assets, will not be considered a violation
of any of the foregoing restrictions.

Fund investment  policy does not require the Adviser to concentrate  investments
in a particular  industry or group of  industries.  It is Fund policy,  however,
that if a  particular  industry  represents  25% or more of total  assets,  then
officers of the Trust will prepare, file and distribute supplement disclosure to
shareholders  and  prospective  investors  identifying  the industry and related
risks.

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.

Use of Other Mutual Funds

The Fund may invest in the securities of other investment companies ("underlying
funds"). Except for federal regulations limiting the amount that can be invested
in any single investment company,  the Fund itself is under no restriction as to
size or kind of  investments  it can  make in  underlying  funds.  The  Adviser,
however,  expects to generally  limit  investments in underlying  funds to those
that  invest  primarily  in fixed  income  securities.  With  such  investments,
shareholders  pay not only for the operational  costs of the Fund, but they also
indirectly  pay a  portion  of the  operational  costs of the other  fund.  Such
double-tiered  costs would not be incurred if shareholders  owned the underlying
fund directly.

Forward Commitments and Reverse Repurchase Agreements

The Fund will direct its Custodian to place cash or U.S. government  obligations
in a separate  account of the Fund in an amount equal to the  commitments of the
Fund to purchase or repurchase  securities as a result of its forward commitment
or reverse repurchase agreement obligations. With respect to forward commitments
to sell  securities,  the Fund will direct its Custodian to place the securities
in a separate  account.  The Fund will direct its  Custodian to  segregate  such
assets  for when,  as and if issued  commitments  only when it  determines  that
issuance of the security is probable. When a separate account is maintained, the
securities  deposited in the separate account will be valued daily at market for
the purpose of determining the adequacy of the securities in the account. To the
extent  funds are in a  separate  account,  they will not be  available  for new
investment or to meet redemptions.

Commitments to purchase securities on a when, as and if issued basis will not be
recognized  in the  portfolio  of the Fund  until the  Adviser  determines  that
issuance of the  security is  probable.  At such time,  the Fund will record the
transaction  and, in determining its net asset value,  will reflect the value of
the security daily.

Securities  purchased  on a forward  commitment  basis and  subject  to  reverse
repurchase  agreements  are  subject to changes in market  value  based upon the
public's  perception  of the  creditworthiness  of the issuer and changes in the
level of interest rates (which will generally  result in all of those securities
changing  in value in the same  way;  i.e.,  all those  securities  experiencing
appreciation  when interest rates decline and  depreciation  when interest rates
rise).  Therefore,  if in order to achieve a higher  level of  income,  the Fund
remains substantially fully invested at the same time that it has purchased on a
forward commitment basis or entered into reverse repurchase transactions,  there
will be a  possibility  that the  market  value of the Fund's  assets  will have
greater fluctuation.

Leveraging

Leveraging the Fund creates an opportunity  for increased net income but, at the
same time,  creates  special risk  considerations.  For example,  leveraging may
exaggerate changes in the net asset value of Fund shares and in the yield on the
Fund's  portfolio.  Although the principal of such borrowings will be fixed, the
Fund's assets may change in value during the time the borrowing is  outstanding.
Leveraging  will  create  interest  expenses  for the Fund  which can exceed the
income  from  the  assets  retained.  To the  extent  the  income  derived  from
securities purchased with borrowed funds exceeds the interest the Fund will have
to pay, the Fund's net income will be greater than if leveraging  were not used.
Conversely,  if the income from the assets  retained with borrowed  funds is not
sufficient to cover the cost of  leveraging,  the net income of the Fund will be
less than if leveraging  were not used,  and therefore the amount  available for
distribution to shareholders will be reduced.

Put and Call Options

The Fund may purchase put and call options.

Purchasing Options

By purchasing a put option,  the Fund obtains the right (but not the obligation)
to sell the option's underlying  instrument at a fixed "strike" price. In return
for this right,  the Fund pays the current market price for the option (known as
the option  premium).  Options have  various  types of  underlying  instruments,
including  specific  securities,  indices  of  securities  prices,  and  futures
contracts.  The Fund may terminate its position in a put option it has purchased
by allowing it to expire or by exercising  the option.  If the option is allowed
to expire,  the Fund will lose the entire premium it paid. If the Fund exercises
the option,  it completes the sale of the underlying  instrument at the "strike"
price.  The Fund also may  terminate a put option  position by closing it out in
the secondary market at its current price, if a liquid secondary market exists.

The buyer of a typical  put  option  can  expect to  realize a gain if  security
prices fall substantially.  However,  if the underlying  instrument's price does
not fall enough to offset the cost of  purchasing  the  option,  a put buyer can
expect to suffer a loss (limited to the amount of the premium paid, plus related
transaction costs).

The features of call options are  essentially  the same as those of put options,
except that the purchaser of a call option obtains the right to purchase, rather
than sell,  the  underlying  instrument at the option's  "strike"  price. A call
buyer  typically  attempts to  participate in potential  price  increases of the
underlying  instrument  with risk  limited to the cost of the option if security
prices  fall.  At the same  time,  the buyer can  expect to suffer a loss if the
underlying prices do not rise sufficiently to offset the cost of the option.

Writing Options

When the Fund writes a put option, it takes the opposite side of the transaction
from the  option's  purchaser.  In return for receipt of the  premium,  the Fund
assumes the  obligation  to pay the "strike"  price for the option's  underlying
instrument if the other party to the option chooses to exercise it. When writing
an  option on a  futures  contract  the Fund  will be  required  to make  margin
payments for futures contracts. The Fund may seek to terminate its position in a
put option it writes before  exercise by closing out the option in the secondary
market at its current  price.  If the  secondary  market is not liquid for a put
option the Fund has written,  however,  the Fund must continue to be prepared to
pay the  "strike"  price while the option is  outstanding,  regardless  of price
changes, and must continue to segregate assets to cover its position.

If the underlying  prices rise, a put writer would  generally  expect to profit,
but its gain  would be limited to the  amount of the  premium  it  received.  If
security  prices remain the same over time, the writer also may profit,  because
it should be able to close out the option at a lower  price.  If the  underlying
prices fall,  the put writer would expect to suffer a loss.  This loss should be
less than the loss from purchasing the underlying instrument directly,  however,
because the premium  received for writing the option should mitigate the effects
of the decline.

Writing  a call  option  obligates  the  Fund to sell or  deliver  the  option's
underlying  instrument,  in return for the "strike" price,  upon exercise of the
option.  The  characteristics  of writing  call  options are similar to those of
writing put  options,  except  that  writing  calls  generally  is a  profitable
strategy if the underlying  prices remain the same or fall.  Through  receipt of
the option premium,  a call writer mitigates the effects of a price decline.  At
the same time,  because a call writer must be prepared to deliver the underlying
instrument  in return  for the  "strike"  price,  even if its  current  value is
greater,  a call writer gives up some ability to  participate  in the underlying
price increases.

Combined Positions

The Fund may purchase and write options in  combination  with each other,  or in
combination  with  futures or forward  contracts,  to adjust the risk and return
characteristics  of the overall position.  For example,  the Fund may purchase a
put option and write a call option on the same underlying  instrument,  in order
to  construct  a combined  position  whose risk and return  characteristics  are
similar to selling a futures contract.  Another possible combined position would
involve  writing a call option at one "strike" price and buying a call option at
a lower  price,  in order to reduce the risk of the  written  call option in the
event of a  substantial  price  increase.  Because  combined  options  positions
involve multiple trades, they result in higher transaction costs and may be more
difficult to open and close out.

Correlation of Price Changes

Because  there are a  limited  number of types of  exchange-traded  options  and
futures contracts,  it is likely that the standardized  contracts available will
not match the Fund's current or anticipated  investments  exactly.  The Fund may
invest in options and  futures  contracts  based on  securities  with  different
issuers,  maturities,  or other  characteristics from the securities in which it
typically invests.

Options and futures prices also can diverge from the prices of their  underlying
instruments or precious metals,  even if the underlying  instruments or precious
metals match the Fund's investment well. Options and futures prices are affected
by such factors as current and anticipated short-term interest rates, changes in
volatility  of the  underlying  instrument  or  precious  metal,  and  the  time
remaining until expiration of the contract, which may not affect the security or
the precious metal prices the same way.  Imperfect  correlation  also may result
from:  differing  levels of demand in the options  and  futures  markets and the
securities or precious metal markets,  structural differences in how options and
futures and  securities  or precious  metal are traded,  or  imposition of daily
price fluctuation limits or trading halts. The Fund may purchase or sell options
and futures  contracts  with a greater or lesser  value than the  securities  or
precious  metal it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the securities
or precious  metals,  although this may not be successful in all cases. If price
changes in the Fund's options or futures  positions are poorly  correlated  with
its other  investments,  the positions may fail to produce  anticipated gains or
result in losses that are not offset by gains in other investments.

Liquidity of Options and Futures Contracts

There is no assurance a liquid  secondary  market will exist for any  particular
options or futures contract at any particular time.  Options may have relatively
low trading volume and liquidity if their  "strike"  prices are not close to the
underlying instrument or precious metal's current price. In addition,  exchanges
may establish daily price fluctuation  limits for options and futures contracts,
and may halt  trading if a contract's  price moves upward or downward  more than
the limit in a given day. On volatile  trading  days when the price  fluctuation
limit is reached or a trading halt is imposed, it may be impossible for the Fund
to enter into new  positions or close out existing  positions.  If the secondary
market for a  contract  is not liquid  because  of price  fluctuation  limits or
otherwise,  it could prevent prompt  liquidation of unfavorable  positions,  and
potentially could require the Fund to continue to hold a position until delivery
or expiration regardless of changes in its value. As a result, the Fund's access
to other  assets  held to cover its options or futures  positions  also could be
impaired.

OTC Options

Unlike  exchange-traded  options,  which are  standardized  with  respect to the
underlying  instrument,  expiration date, contract size, and "strike" price, the
terms of  over-the-counter  options i.e.,  options not traded on exchanges ("OTC
options"), generally are established through negotiation with the other party to
the option  contract.  While this type of  arrangement  allows the Fund  greater
flexibility  to tailor an option to its needs,  OTC  options  generally  involve
greater credit risk than  exchange-traded  options,  which are guaranteed by the
clearing  organization  of the  exchanges  where  they are  traded.  The risk of
illiquidity also is greater with OTC options,  since these options generally can
be closed out only by negotiation with the other party to the option.

Foreign Currency Transactions

Investments in foreign  companies  usually  involve use of currencies of foreign
countries.  The Fund  also may hold  cash  and  cash-equivalent  investments  in
foreign  currencies.  The value of the Fund's assets as measured in U.S. dollars
will be affected  by changes in currency  exchange  rates and  exchange  control
regulations.  The Fund may, as  appropriate  markets are  developed,  but is not
required to, engage in currency transactions  including cash market purchases at
the spot rates,  forward currency  contracts,  exchange listed currency futures,
exchange listed and over-the-counter  options on currencies,  and currency swaps
for two purposes.  One purpose is to settle investment  transactions.  The other
purpose is to try to minimize currency risks.

All currency  transactions  involve a cost.  Although  foreign  exchange dealers
generally do not charge a fee, they do realize a profit based on the  difference
(spread)  between  the  prices at which  they are  buying  and  selling  various
currencies.  Commissions are paid on futures options and swaps transactions, and
options require the payment of a premium to the seller.

A forward  contract  involves a privately  negotiated  obligation to purchase or
sell at a price set at the time of the  contract  with  delivery of the currency
generally  required  at an  established  future  date.  A futures  contract is a
standardized  contract for delivery of foreign  currency  traded on an organized
exchange  that is generally  settled in cash. An option gives the right to enter
into a contract.  A swap is an agreement  based on a nominal  amount of money to
exchange the differences between currencies.

The Fund will generally use spot rates or forward contracts to settle a security
transaction  or handle  dividend and interest  collection.  When the Fund enters
into a contract for the purchase or sale of a security  denominated in a foreign
currency or has been notified of a dividend or interest  payment,  it may desire
to lock in the price of the security or the amount of the payment in dollars. By
entering into a spot rate or forward contract,  the Fund will be able to protect
itself  against  a  possible  loss  resulting  from  an  adverse  change  in the
relationship  between  different  currencies  from  the  date  the  security  is
purchased  or sold to the date on which  payment is made or received or when the
dividend or interest is actually received.

The Fund may use  forward  or  futures  contracts,  options,  or swaps  when the
investment  manager  believes the currency of a particular  foreign  country may
suffer a substantial decline against another currency. For example, it may enter
into a currency  transaction to sell, for a fixed amount of dollars,  the amount
of  foreign  currency  approximating  the  value  of some  or all of the  Fund's
portfolio securities  denominated in such foreign currency. The precise matching
of the securities  transactions and the value of securities  involved  generally
will not be possible.  The projection of short-term currency market movements is
extremely difficult and successful  execution of a short-term strategy is highly
uncertain.

The Fund may cross-hedge currencies by entering into transactions to purchase or
sell one or more  currencies  that are expected to decline in value  relative to
other currencies in which the Fund has (or expects to have) portfolio exposure.

The Fund may  engage in proxy  hedging.  Proxy  hedging  is often  used when the
currency to which the Fund's  portfolio is exposed is difficult to hedge.  Proxy
hedging  entails  entering  into a forward  contract  to sell a  currency  whose
changes  in value  are  generally  considered  to be  linked  to a  currency  or
currencies in which some or all of the Fund's  portfolio  securities  are or are
expected to be denominated,  and simultaneously buy U.S. dollars.  The amount of
the contract would not exceed the value of the Fund's securities  denominated in
linked securities.

The Fund will not enter into a currency transaction or maintain an exposure as a
result of the  transaction  when it would obligate the Fund to deliver an amount
of foreign currency in excess of the value of the Fund's portfolio securities or
other assets  denominated  in that  currency.  The Fund will  designate  cash or
securities in an amount equal to the value of the Fund's total assets  committed
to  consummating  the  transaction.  If the  value of the  securities  declines,
additional  cash or  securities  will be designated on a daily basis so that the
value of the cash or securities will equal the amount of the Fund's commitment.

On the  settlement  date of the currency  transaction,  the Fund may either sell
portfolio  securities  and make  delivery of the foreign  currency or retain the
securities  and  terminate  its  contractual  obligation  to deliver the foreign
currency by purchasing an offsetting position. It is impossible to forecast what
the market value of portfolio  securities  will be on the  settlement  date of a
currency  transaction.  Accordingly,  it may be  necessary  for the  Fund to buy
additional  foreign  currency  on the spot  market (and bear the expense of such
purchase)  if the  market  value of the  securities  are less than the amount of
foreign currency the Fund is obligated to deliver and a decision is made to sell
the securities and make delivery of the foreign currency.  Conversely, it may be
necessary  to sell on the spot market some of the foreign  currency  received on
the sale of the  portfolio  securities if its market value exceeds the amount of
foreign  currency the Fund is obligated to deliver.  The Fund will realize gains
or losses on currency transactions.

The Fund may also buy put  options  and write  covered  call  options on foreign
currencies to try to minimize  currency  risks.  The risk of buying an option is
the loss of  premium.  The  risk of  selling  (writing)  an  option  is that the
currency  option will  minimize the  currency  risk only up to the amount of the
premium, and then only if rates move in the expected direction. If this does not
occur,  the option may be  exercised  and the Fund would be  required to buy the
underlying  currency  at the loss  which may not be offset by the  amount of the
premium. Through the writing of options on foreign currencies, the Fund may also
be required  to forego all or a portion of the  benefits  which might  otherwise
have been  obtained  from  favorable  movements on exchange  rates.  All options
written  on  foreign  currencies  will be  covered;  that is,  the Fund will own
securities  denominated  in  the  foreign  currency,  hold  cash  equal  to  its
obligations or have contracts that offset the options.

The Fund may construct a synthetic foreign currency investment, sometimes called
a structured  note, by (a) purchasing a money market  instrument which is a note
denominated  in one  currency,  generally  U.S.  dollars,  and (b)  concurrently
entering  into a forward  contract  to  deliver a  corresponding  amount of that
currency  in  exchange  for a  different  currency  on a  future  date  and at a
specified  rate of  exchange.  Because the  availability  of a variety of highly
liquid  short-term U.S. dollar market  instruments,  or notes, a synthetic money
market  position  utilizing  such U.S.  dollar  instruments  may  offer  greater
liquidity than direct investment in foreign currency.

Segregated Assets and Covered Positions

When  purchasing  a stock index  futures  contract,  selling an  uncovered  call
option, or purchasing securities on a when-issued or delayed delivery basis, the
Fund will  restrict  cash,  which may be invested in repurchase  obligations  or
liquid securities. When purchasing a stock index futures contract, the amount of
restricted cash or liquid  securities,  when added to the amount  deposited with
the broker as margin,  will be at least equal to the market value of the futures
contract  and not less than the market  price at which the futures  contract was
established.  When selling an uncovered  call option,  the amount of  restricted
cash or liquid securities, when added to the amount deposited with the broker as
margin,  will be at least equal to the value of securities  underlying  the call
option and not less than the strike  price of the call option.  When  purchasing
securities on a when-issued or delayed  delivery basis, the amount of restricted
cash or liquid  securities  will be at least equal to the Fund's  when-issued or
delayed delivery commitments.

The  restricted  cash or liquid  securities  will either be  identified as being
restricted  in the Fund's  accounting  records  or  physically  segregated  in a
separate  account at the Fund's  custodian.  For the purpose of determining  the
adequacy of the liquid  securities  which have been  restricted,  the securities
will be  valued at market or fair  value.  If the  market or fair  value of such
securities declines,  additional cash or liquid securities will be restricted on
a daily  basis so that the value of the  restricted  cash or liquid  securities,
when added to the amount deposited with the broker as margin,  equals the amount
of such commitments by the Fund.

Fund assets need not be segregated if the Fund "covers" the futures  contract or
call  option  sold.  For  example,  the Fund  could  cover a futures  or forward
contract which it has sold short by owning the securities or currency underlying
the  contract.  The Fund may also cover this  position  by holding a call option
permitting the Fund to purchase the same futures or forward  contract at a price
no higher than the price at which the sell  position was  established.  The Fund
could  cover a call  option  which it has sold by holding  the same  currency or
security (or, in the case of a stock index,  a portfolio of stock  substantially
replicating the movement of the index) underlying the call option.  The Fund may
also cover by holding a separate call option of the same security or stock index
with a strike  price no higher than the strike  price of the call option sold by
the Fund.  The Fund  could  cover a call  option  which it has sold on a futures
contract by entering  into a long  position  in the same  futures  contract at a
price no higher  than the  strike  price of the call  option  or by  owning  the
securities  or currency  underlying  the futures  contract.  The Fund could also
cover a call  option  which  it has  sold by  holding  a  separate  call  option
permitting  it to purchase the same  futures  contract at a price no higher than
the strike price of the call option sold by the Fund.

Illiquid Investments

Illiquid  investments are investments  that cannot be sold or disposed of in the
ordinary  course of  business  at  approximately  the  prices at which  they are
valued.  Under the supervision of the Board of Trustees,  the Adviser determines
the liquidity of the Fund's  investments  and, through reports from the Adviser,
the Board monitors trading activity in illiquid investments.  In determining the
liquidity of the Fund's  investments,  the Adviser may consider various factors,
including (i) the frequency of trades and quotations, (ii) the number of dealers
and prospective purchasers in the marketplace, (iii) dealer undertakings to make
a  market,  (iv) the  nature of the  security  (including  any  demand or tender
features),  and (v) the  nature of the  marketplace  for trades  (including  the
ability to assign or offset the Fund's  rights and  obligations  relating to the
investment).  Investments  currently  considered  by the  Trust  to be  illiquid
include repurchase  agreements not entitling the holder to payments of principal
and  interest  within  seven  days,  over-the-counter  options,  and  restricted
securities. However, with respect to OTC options which the Fund writes, all or a
portion of the value of the underlying  instrument may be illiquid  depending on
the assets  held to cover the  option and the nature and terms of any  agreement
the Fund may have to close out the option before  expiration.  In the absence of
market quotations,  illiquid  investments are priced at fair value as determined
in good faith by the Adviser,  subject to review of the Board of  Trustees.  If,
through a change in values, net assets or other circumstances,  the Fund were in
a position  where  more than 15% of its net assets  were  invested  in  illiquid
securities, it would seek to take appropriate steps to protect liquidity.

Restricted Securities

Restricted   securities   generally   can  be  sold  in   privately   negotiated
transactions,  pursuant to an exemption from  registration  under the Securities
Act of 1933,  or in a registered  public  offering.  Where the  registration  is
required,  the Fund holding restricted securities may be obligated to pay all or
part of the  registration  expense and a considerable  period may elapse between
the time it decides to seek  registration and the time the Fund may be permitted
to sell a security under an effective registration statement.  If, during such a
period,  adverse market conditions were to develop, the Fund might obtain a less
favorable  price than  prevailed  when it decided  to seek  registration  of the
security.

RISKS OF INTERNATIONAL INVESTING

Political, Social and Economic Risks

Investing in securities of non-U.S. companies may entail additional risks due to
the potential  political,  social and economic  instability of certain countries
and the risks of expropriation,  nationalization, confiscation or the imposition
of restrictions on foreign  investment,  convertibility  of currencies into U.S.
dollars  and  on  repatriation  of  capital  invested.  In  the  event  of  such
expropriation,  nationalization or other  confiscation by any country,  the Fund
could lose its entire investment in any such country.

Religious, Political, and Ethnic Instability

Certain  countries  in which the Fund may invest may have groups  that  advocate
radical religious or revolutionary  philosophies or support ethnic independence.
Any  disturbance on the part of such  individuals  could carry the potential for
widespread  destruction or  confiscation  of property  owned by individuals  and
entities  foreign  to such  country  and  could  cause  the  loss of the  Fund's
investment in those  countries.  Instability  may also result from,  among other
things: (i) authoritarian  governments or military  involvement in political and
economic    decision-making,    including   changes   in   government    through
extra-constitutional  means;  (ii) popular  unrest  associated  with demands for
improved political,  economic and social conditions; and (iii) hostile relations
with  neighboring  or other  countries.  Such  political,  social  and  economic
instability  could  disrupt the  principal  financial  markets in which the Fund
invests and adversely affect the value of the Fund's assets.

Foreign Investment Restrictions

Certain countries prohibit or impose substantial  restrictions on investments in
their capital markets,  particularly  their equity markets,  by foreign entities
such as the Fund. These  restrictions or controls may at times limit or preclude
investment in certain  securities  and may increase the cost and expenses of the
Fund. For example,  certain countries require prior governmental approval before
investments  by  foreign  persons  may be  made,  or may  limit  the  amount  of
investment by foreign persons in a particular  company,  or limit the investment
by foreign  persons to only a specific class of securities of a company that may
have less  advantageous  terms than  securities  of the  company  available  for
purchase by nationals.  Moreover, the national policies of certain countries may
restrict  investment  opportunities in issuers or industries deemed sensitive to
national interests.  In addition,  some countries require governmental  approval
for the repatriation of investment income, capital or the proceeds of securities
sales by  foreign  investors.  In  addition,  if there is a  deterioration  in a
country's  balance  of  payments  or for other  reasons,  a country  may  impose
restrictions on foreign capital  remittances abroad. The Fund could be adversely
affected by delays in, or a refusal to grant, any required governmental approval
for repatriation,  as well as by the application to it of other  restrictions on
investments.

Non-Uniform Corporate Disclosure Standards and Governmental Regulation

Foreign  companies are subject to accounting,  auditing and financial  standards
and requirements that differ, in some cases significantly, from those applicable
to U.S. companies. In particular, the assets, liabilities, and profits appearing
on the  financial  statements  of such a company may not  reflect its  financial
position or results of  operations  in the way they would be reflected  had such
financial  statements been prepared in accordance with U.S.  generally  accepted
accounting principles. Most of the securities held by a Foreign Region Fund will
not be registered  with the SEC or regulators of any foreign  country,  nor will
the issuers thereof be subject to the SEC's reporting requirements.  Thus, there
will be less available information concerning most foreign issuers of securities
held by the Fund than is available  concerning U.S. issuers.  In instances where
the financial  statements of an issuer are not deemed to reflect  accurately the
financial  situation of the issuer,  the Adviser will take appropriate  steps to
evaluate the proposed  investment,  which may include on-site  inspection of the
issuer,  interviews  with its management  and  consultations  with  accountants,
bankers and other  specialists.  There is substantially  less publicly available
information about foreign companies than there are reports and ratings published
about  U.S.  companies  and the  U.S.  government.  In  addition,  where  public
information  is  available,  it may  be  less  reliable  than  such  information
regarding  U.S.  issuers.  Issuers of  securities in foreign  jurisdictions  are
generally not subject to the same degree of regulation as are U.S.  issuers with
respect to such matters as restrictions on market manipulation,  insider trading
rules, shareholder proxy requirements and timely disclosure of information.

Currency Fluctuations

Since the Fund may  invest a  substantial  portion  of its  total  assets in the
securities of foreign issuers which are denominated in foreign  currencies,  the
strength or weakness of the U.S.  dollar  against  such foreign  currencies  may
account for a significant part of the Fund's investment  performance.  A decline
in the value of any  particular  currency  against the U.S.  dollar will cause a
decline in the U.S.  dollar value of the Fund's  holdings of securities and cash
denominated in such currency and,  therefore,  will cause an overall  decline in
the Fund's net asset  value and any net  investment  income  and  capital  gains
derived from such  securities to be distributed in U.S.  dollars to shareholders
of the Fund. Moreover,  if the value of the foreign currencies in which the Fund
receives its income declines  relative to the U.S. dollar between the receipt of
the income and the making of Fund  distributions,  the Fund may be  required  to
liquidate securities in order to make distributions if the Fund has insufficient
cash in U.S. dollars to meet distribution requirements.

The rate of exchange  between the U.S. dollar and other currencies is determined
by several factors,  including the supply and demand for particular  currencies,
central bank efforts to support particular currencies,  the relative movement of
interest  rates and pace of  business  activity in the other  countries  and the
United States, and other economic and financial  conditions  affecting the world
economy.

Although  the Fund values its assets  daily in terms of U.S.  dollars,  the Fund
does not intend to convert its holdings of foreign  currencies into U.S. dollars
on a daily basis.  The Fund will do so, from time to time, and investors  should
be aware of the costs of currency conversion.  Although foreign exchange dealers
do not  charge a fee for  conversion,  they do  realize  a  profit  based on the
difference  ("spread")  between  the prices at which  they buy and sell  various
currencies.  Thus, a dealer may offer to sell a foreign  currency to the Fund at
one rate,  while  offering a lesser rate of  exchange  should the Fund desire to
sell that currency to the dealer.

Adverse Market Characteristics

Securities  of many  foreign  issuers may be less  liquid and their  prices more
volatile than  securities  of  comparable  U.S.  issuers.  In addition,  foreign
securities  markets  and  brokers  generally  are  subject to less  governmental
supervision  and regulation  than in the United States,  and foreign  securities
exchange transactions usually are subject to fixed commissions,  which generally
are higher  than  negotiated  commissions  on U.S.  transactions.  In  addition,
foreign  securities  exchange   transactions  may  be  subject  to  difficulties
associated with the settlement of such transactions.  Delays in settlement could
result in temporary periods when assets of the Fund are uninvested and no return
is earned thereon. The inability of the Fund to make intended security purchases
due to settlement  problems could cause the Fund to miss  attractive  investment
opportunities.  Inability to dispose of a portfolio  security due to  settlement
problems either could result in losses to the Fund due to subsequent declines in
value of the  portfolio  security or, if the Fund has entered into a contract to
sell the  security,  could result in possible  liability to the  purchaser.  The
Adviser will consider such  difficulties  when determining the allocation of the
Fund's assets, although the Adviser does not believe that such difficulties will
have a material adverse effect on the Fund's portfolio trading  activities.  The
Fund may use foreign  custodians,  which may involve  risks in addition to those
related to the use of U.S. custodians. Such risks include uncertainties relating
to: (i)  determining  and  monitoring  the financial  strength,  reputation  and
standing of the foreign custodian;  (ii) maintaining  appropriate  safeguards to
protect the Fund's  investments,  and (iii)  obtaining and  enforcing  judgments
against such custodians.

Withholding Taxes

The Fund's net investment income from foreign issuers may be subject to non-U.S.
withholding taxes by the foreign issuer's  country,  thereby reducing the Fund's
net investment income or delaying the receipt of income where those taxes may be
recaptured.

Special Considerations Affecting Emerging Markets

Investing in the securities of issuers domiciled in emerging markets,  including
the markets of Latin America and certain Asian markets such as Taiwan,  Malaysia
and Indonesia,  may entail special risks relating to the potential political and
economic   instability   and  the  risks  of   expropriation,   nationalization,
confiscation  or  the  imposition  of   restrictions   on  foreign   investment,
convertibility  of currencies  into U.S.  dollars and on repatriation of capital
invested.  In  the  event  of  such  expropriation,   nationalization  or  other
confiscation  by any country,  the Fund could lose its entire  investment in any
such country.

Emerging  securities  markets are substantially  smaller,  less developed,  less
liquid and more volatile than the major securities markets.  The limited size of
emerging  securities  markets and limited trading volume in issuers  compared to
the volume of trading in U.S.  securities  could cause  prices to be erratic for
reasons  apart from  factors  that  affect the  quality of the  securities.  For
example, limited market size may cause prices to be unduly influenced by traders
who control  large  positions.  Adverse  publicity and  investors'  perceptions,
whether  or not  based on  fundamental  analysis,  may  decrease  the  value and
liquidity of portfolio  securities  in these  markets.  In addition,  securities
traded  in  certain  emerging  markets  may  be  subject  to  risks  due  to the
inexperience of financial intermediaries,  a lack of modern technology, the lack
of a sufficient capital base to expand business operations,  and the possibility
of permanent or temporary termination of trading.

Settlement  mechanisms in emerging  securities markets may be less efficient and
less  reliable  than in more  developed  markets.  In such  emerging  securities
markets there may be share registration and delivery delays or failures.

Most Latin American countries have experienced substantial,  and in some periods
extremely  high,  rates  of  inflation  for  many  years.  Inflation  and  rapid
fluctuations in inflation rates and corresponding currency devaluations have had
and may  continue  to have  negative  effects on the  economies  and  securities
markets of certain Latin American countries.

Risk of High Yield Securities or Funds

The Fund's  investment in corporate  bonds may consist of  non-investment  grade
fixed income  securities or shares in other investment  companies that invest in
such securities.  Non-investment  grade  obligations are commonly referred to as
"high yield"  securities or "junk  bonds."  Although  these  securities or funds
investing in such securities  usually offer higher yield than  investment  grade
securities, they also involve more risk of default. High yield bonds may also be
more  susceptible  to  real  or  perceived  adverse  economic   conditions  than
investment grade bonds.

Description of U.S. Government Securities

As used in this Statement of Additional  Information,  the term "U.S. Government
Securities"  refers to a variety of securities which are issued or guaranteed by
the United States Treasury, by various agencies of the United States Government,
and by various instrumentalities which have been established or sponsored by the
United  States  Government.  The term  also  refers to  "repurchase  agreements"
collateralized by such securities.

U.S. Treasury Securities are backed by the "full faith and credit" of the United
States.  Securities issued or guaranteed by Federal agencies and U.S. government
sponsored  instrumentalities  may or may not be  backed  by the full  faith  and
credit of the United  States.  In the case of securities  not backed by the full
faith and credit of the United States, the investor must look principally to the
agency or  instrumentality  issuing or guaranteeing  the obligation for ultimate
repayment,  and may not be able to  assert a claim  against  the  United  States
itself in the event the agency or instrumentality does not meet its commitment.

Some of the U.S. government agencies that issue or guarantee  securities include
the  Export-Import  Bank of the  United  States,  Farmers  Home  Administration,
Federal  Housing  Administration,   Maritime   Administration,   Small  Business
Administration, and the Tennessee Valley Authority.

An instrumentality of the U.S. government is a government agency organized under
Federal  charter  with  government  supervision.  Instrumentalities  issuing  or
guaranteeing  securities  include,  among other,  Federal  Home Loan Banks,  the
Federal Land Banks,  Central Bank for Cooperatives,  Federal Intermediate Credit
Banks, and the Federal National Mortgage Association.

Description of Repurchase Agreements

Repurchase  agreements are  transactions by which a person  purchases a security
and simultaneously  commits to resell that security to the seller (a member bank
of the Federal Reserve System or recognized securities dealer) at an agreed upon
price on an agreed  upon date  within a number  of days  (usually  not more than
seven) from the date of purchase.  The resale price  reflects the purchase price
plus an agreed upon market rate of  interest  which is  unrelated  to the coupon
rate or maturity of the purchased security.  A repurchase agreement involves the
obligation  of the seller to pay the agreed upon price,  which  obligation is in
effect secured by the value of the underlying security.

The Fund may engage in a  repurchase  agreement  with respect to any security in
which it is authorized to invest.  Any repurchase  transaction in which the Fund
engages  will require  collateralization  equal to at least 102% of the Seller's
obligation during the entire term of the repurchase agreement. While it does not
presently  appear  possible  to  eliminate  all risks  from  these  transactions
(particularly the possibility of a decline in the market value of the underlying
securities,  as well  as  delays  and  costs  to the  Fund  in  connection  with
bankruptcy  proceedings),  it is the Fund's current  policy to limit  repurchase
agreement transactions to those parties whose creditworthiness has been reviewed
and deemed satisfactory by the Adviser.

The use of repurchase  agreements  involves certain risks.  For example,  if the
seller of the agreement  defaults on its obligation to repurchase the underlying
securities at a time when the value of these securities has declined,  the Trust
may incur a loss  upon  disposition  of them.  If the  seller  of the  agreement
becomes  insolvent  and  subject  to  liquidation  or  reorganization  under the
Bankruptcy  Code or other  laws,  a  bankruptcy  court  may  determine  that the
underlying  securities  are  collateral  not within the control of the Trust and
therefore subject to sale by the trustee in bankruptcy.  Finally, it is possible
that the Trust may not be able to  substantiate  its interest in the  underlying
securities.  While  the  Trust's  management  acknowledges  these  risks,  it is
expected  that  they can be  controlled  through  stringent  security  selection
criteria and careful monitoring procedures.


PORTFOLIO TRANSACTIONS

The Advisory Agreement between the Trust and Lindbergh Capital Management,  Inc.
(the "Adviser") requires that the Adviser,  in executing portfolio  transactions
and  selecting  brokers or dealers,  seek the best overall terms  available.  In
assessing  the terms of a  transaction,  consideration  may be given to  various
factors,  including the breadth of the market in the security,  the price of the
security,  the financial  condition  and  execution  capability of the broker or
dealer  (for  a  specified   transaction  and  on  a  continuing   basis),   the
reasonableness  of the  commission,  if any,  and  the  brokerage  and  research
services  provided to the Trust and/or other  accounts over which the Adviser or
an affiliate of the Adviser exercises investment discretion. The Adviser has not
and does not currently utilize  soft-dollar or directed brokerage  arrangements.
However,  under the Advisory  Agreement,  the Adviser is  permitted,  in certain
circumstances,  to pay a higher  commission  than might otherwise be obtained in
order to acquire brokerage and research services.  The Adviser must determine in
good faith, however, that such commission is reasonable in relation to the value
of the  brokerage  and  research  services  provided  -- viewed in terms of that
particular  transaction  or in terms of all the accounts  over which  investment
discretion  is  exercised.  In such case,  the Board of Trustees will review the
commissions  paid by the Fund of the Trust to determine if the commissions  paid
over representative  periods of time were reasonable in relation to the benefits
obtained.  The advisory fee of the Adviser would not be reduced by reason of its
receipt of such  brokerage  and research  services.  To the extent that research
services of value are provided by broker/dealers  through or with whom the Trust
places  portfolio  transactions the Adviser may be relieved of expenses which it
might otherwise bear.

The Trust may, in some instances,  purchase  securities that are not listed on a
national  securities  exchange or quoted on NASDAQ, but rather are traded in the
over-the-counter   market.   When  the   transactions   are   executed   in  the
over-the-counter market, it is intended generally to seek first to deal with the
primary market makers.  However,  the services of brokers will be utilized if it
is anticipated that the best overall terms can thereby be obtained. Purchases of
newly  issued  securities  usually are placed with those  dealers  from which it
appears that the best price or execution will be obtained.  Those dealers may be
acting as either agents or principals.

The Fund purchases  portfolio  securities from  broker-dealers in both principal
and agency transactions.  When a dealer sells a security on a principal basis it
is compensated by the "markup" it includes in the price of the security.  Listed
securities  are  generally  traded on an agency basis and the broker  receives a
commission  for acting as agent.  The aggregate  dollar amount of brokerage fees
paid by the Fund for the most recent fiscal year end as follows  October 1, 1999
(commencement  of  operations)  to  August  31,  2000  (fiscal  period  end) was
$8,640.75.


PORTFOLIO TURNOVER

The Adviser buys and sells  securities for the Fund to accomplish its investment
objectives.  The Fund's  investment  policies  may lead to  frequent  changes in
investments,  particularly in periods of rapidly fluctuating interest rates. The
Fund's investments may also be traded to take advantage of perceived  short-term
disparities  in market values or yields among  securities of comparable  quality
and maturity.  A change in the securities  held by a Fund is known as "portfolio
turnover." It is anticipated that portfolio  turnover for the Fund will be equal
to or less than 100%.

MANAGEMENT OF THE TRUST

Trustees

The  business  affairs of the Trust are  managed by the Board of  Trustees.  The
Trustees establish  policies,  as well as review and approve contracts and their
continuance.  The  Trustees  also select the officers and select the Trustees to
serve as audit committee members.

Trustees and Officers of the Trust

Trustees  and  officers  of the Trust,  together  with  information  as to their
principal  business  occupations  during at least the last five years, are shown
below.  Each Trustee who is an "interested  person" of the Trust,  as defined in
the Investment Company Act of 1940, is indicated by an asterisk. The officers of
the Trust listed below are affiliated persons of the Trust and the Adviser.




                                 (See next page)

<PAGE>



                               Positions with
                               the Trust
Name, Address and Age                          Principal Occupation

Dewayne L. Wiggins (51)        Trustee* and    President of Adviser since 1988.
5520 Telegraph Road #204       President
St. Louis, MO 63129

Brian D. Fitzpatrick            Trustee        Associate Professor of Finance,
18135 Canterbury                               Rockhurst University, since
Stillwell, KS 66085                            1989; Management Assessor,
                                               Sprint, Inc. since 1992.

Roger J. Levy (61)              Trustee       President, The Illtex Agency Inc.
4302B Laclede Avenue                          Director/Chief Financial Officer
St. Louis, MO 63108                           of Access Control Technologies,
                                              Inc. 1990 to 1998; registered
                                              representative of Park Avenue
                                              Life of the Guardian Life
                                              Insurance Co.

Susan Wiggins (44)              Trustee        Secretary of the Advisor since
2668 Cripple Creek                             1992.
St. Louis, MO 63129

David M. Weinbaum (51)          Trustee        Author, publisher since 1995;
1106 Kingshighway                              President, Melrose Properties
Rolla, MO 65401                                since 1994; owner operator of
                                               eight McDonald's restaurants
                                               through Davaron Corp., AArmy Corp
                                               ., and sole proprietor-ships
                                               since 1975.
Sandra J. Britton (47)          Secretary      Administrative Assistant for
5520 Telegraph Road #204                       Advisor since August 1998;
St. Louis, MO 61329                            Accounting for Family Fare 1992
                                               to June 1998.

Carol Highsmith (35)            Vice          Secretary of the Star Select Funds
431 N. Pennsylvania Street      President     and Secretary of Unified Funds,
Indianapolis, IN 46204          and Assistant Financial Services, Inc. and
                                Secretary     Unified Investment Advisers, Inc.
                                              (October 1996 to present);
                                              employed by Unified Fund Services,
                                              Inc. (November 1994 to present).

Michael Durham (42)            Treasurer    Vice President of Unified Fund
431 N. Pennsylvania St.                     Services, Inc. ( May 1995 to present
Indianapolis, IN 46204                      ).; Director of Operations for the
                                            Indiana Pork Producers Association
                                            ( May 1994 to May 1995),

* Dewayne L. Wiggins and Susan Wiggins are husband and wife.


<PAGE>



The  compensation  paid to the  Trustees of the Trust  during the fiscal  period
ended August 31, 2000, is set forth in the following table:
<TABLE>
<S>                   <C>                 <C>               <C>              <C>


                                                                                 Total
                                              Pension or       Estimated         Compensation from
                                              Retirement       Annual Benefits   Trust (the Trust
                          Aggregate           Accrued as       Upon Retirement   is not in a Fund
                          Compensation from   Part of Fund                       Complex)
Name of Trustee           Trust               Expenses

Dewayne L. Wiggins         $0                  $0                $0                  $0

Brian D. Fitzpatrick       $1,500              $0                $0                  $1,500

Roger J. Levy              $1,500              $0                $0                  $1,500

David M. Weinbaum          $1,500              $0                $0                  $1,500

Susan Wiggins              $0                  $0                $0                  $0

TOTAL                     $4,500               $0                $0                  $4,500

</TABLE>

Control Persons and Principal Holders of Securities

Dewayne L. Wiggins and Lindbergh Capital Management, Inc. are control persons by
virtue of Lindbergh Capital providing initial funds to cover Trust  organization
and their roles in Trust governance.

As of October 31, 2000, no person owned, beneficially or of record, more than 5%
of the outstanding shares of the Fund except:

Name (ownership)                            Amount owned
Charles Schwab & Co., Inc.                  90.32%
101 Montgomery Street
San Francisco, CA  94104
(record owner)

Melville R. Barlow                           5.03%
1400 Dolphin Terrace
Corona Del Mar, CA  92625
(beneficial owner)

Mr. James F. Prindiville                     6.43%
P. O. Box 375
Kenilworth, IL  60043
(beneficial owner)

Printing Source Profit Sharing Plan          7.28%
1619 Headland
St. Louis, MO  63026
(beneficial owner)

Zeis Group, Inc.                             5.62%
12801 Flushing Meadow Drive
St. Louis, MO  63131
(beneficial owner)

Dr. Steven N. Wiggins                       10.73%
17040 Calumet Trail
College Station, TX  77845
(beneficial owner)

As of October 31, 2000,  the  officers  and  Trustees of the Trust,  as a group,
owned .28% of the outstanding shares of the Fund.
Distributor


Unified Management Corporation,  431 North 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.

Additional Information about Investment Adviser

The Adviser was organized in 1988.  Its  Co-Founders  are Dewayne L. Wiggins and
his brother Steven N. Wiggins.  Steven N. Wiggins is a professor of economics at
Texas A&M University, College Station, Texas. Dewayne L. Wiggins, along with his
wife Susan Wiggins, own 50.3% of the Adviser, and Steven Wiggins owns 49.7%.

The Adviser has  registered  the service  mark  "Lindbergh  Signature  Fund" and
retains  the  right to use the  name  "Lindbergh"  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 name "Lindbergh Signature Fund"
automatically  ceases ninety days after  termination of the Agreement and may be
withdrawn by the Adviser on 90-days written notice.

The Adviser  may make  payments to banks or other  financial  institutions  that
provide  shareholder   services  and  administer   shareholder   accounts.   The
Glass-Steagall  Act which was repealed in 1999 prohibited 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 did not preclude a bank from providing such
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 Board of Trustees (including a majority of the "disinterested Trustees") and
shareholder  approval  was  given  for the  Advisory  Agreement  through  to and
including  August 2001. The Agreement  provides that it will continue  initially
for two years,  and from year to year  thereafter  as long as it is  approved at
least  annually  both  (i) by a vote of a  majority  of the  outstanding  voting
securities of such Fund (as defined in the 1940 Act) or by the Board of Trustees
of the  Trust,  and (ii) by a vote of a  majority  of the  Trustees  who are not
parties to the Advisory Agreement or "interested  persons" of any party thereto,
cast in person at a meeting  called for the purpose of voting on such  approval.
The  Agreements may be terminated on 60 days' written notice by either party and
will terminate automatically if assigned.

For the period from October 1, 1999  (commencement  of operations) to August 31,
2000 (fiscal year end), the Adviser earned fees of $60,667,  and waived all fees
earned and reimbursed expenses to the Fund of $41,708.


PURCHASE AND REDEMPTION

Terms of Purchase

The Trust  reserves  the right to reject  any  purchase  order and to change the
amount  of the  minimum  initial  and  subsequent  investments  in the Fund upon
notice.

Reopening an Account

A shareholder  may reopen a closed  account with a minimum  investment of $1,000
without filing a new account  application,  during the calendar year the account
is closed or during the following  calendar year,  provided that the information
on the existing account application remains correct.

Brokers

The Trust has authorized  one or more brokers to accept  purchase and redemption
orders on behalf of the Fund.  Authorized  brokers are  permitted  to  designate
other  intermediaries  to accept  purchase and  redemption  orders on the Fund's
behalf.  The Fund will be deemed to have received a purchase or redemption order
when an authorized broker or, if applicable,  an authorized  broker's  designee,
accepts  the order.  Orders  will be priced at the  Fund's net asset  value next
computed  after the order is accepted by an authorized  broker or the authorized
broker's designee.

Redemption in Kind

The Trust has committed to pay in cash all redemption  requests by a shareholder
of  record,  limited  in amount  during  any  90-day  period up to the lesser of
$250,000  or 1% of the value of the Fund's net assets at the  beginning  of such
period.  Such  commitment  is  irrevocable  without  the prior  approval  of the
Securities  and Exchange  Commission.  In the case of requests for redemption in
excess of such amount, the Board of Trustees reserves the right to make payments
in whole or in part in  securities  or other assets of the Fund.  In this event,
the securities  would be valued in the same manner as the Fund's net asset value
is determined. If the recipient sold such securities, brokerage charges would be
incurred.

Suspension of Redemptions

The right of  redemption  may be suspended or the date of payment  postponed (a)
during any period when the New York Stock  Exchange is closed,  (b) when trading
in the markets the Fund normally uses is restricted, or when an emergency exists
as determined by the Securities and Exchange  Commission so that disposal of the
Fund's  investments  or  determination  of its net asset value is not reasonably
practicable,  or (c) for such  other  periods  as the  Securities  and  Exchange
Commission by order may permit to protect the Fund's shareholders.

DETERMINATION OF NET ASSET VALUE

The  methods  and days on which net asset  value is  calculated  by the Fund are
described in the prospectus.

TAX STATUS

Status of the Fund

The Fund  intends  to pay no federal  income tax  because it expects to meet the
requirements  of  Subchapter  M of  the  Internal  Revenue  Code  applicable  to
regulated investment companies and to receive the special tax treatment afforded
to such  companies.  To qualify for this treatment,  the Fund must,  among other
requirements:

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

o    invest in securities within certain statutory limits; and

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

Shareholders' Tax Status

Shareholders  are subject to federal  income tax on dividends  and capital gains
received as cash or  additional  shares.  Depending  on the  composition  of the
Fund's income, a portion of the dividends from net investment income may qualify
for the dividends received deduction allowable to certain U.S. corporations.  In
general,  dividend  income of the Fund  distributed  to certain  U.S.  corporate
shareholders  will be eligible for the corporate  dividends  received  deduction
only to the extent  that (i) the Fund's  income  consists of  dividends  paid by
certain  U.S.  corporations  and (ii) the Fund would have been  entitled  to the
dividends  received  deduction with respect to such dividend  income if the Fund
were not a regulated investment company.

The foregoing tax consequences  apply whether  dividends are received in cash or
as  additional  shares.  No portion of any income  dividend  paid by any Fund is
eligible for the dividends received deduction available to corporations.

Capital Gains

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


Foreign Taxes

Dividend and interest  income received by the Fund from sources outside the U.S.
may  be  subject  to  withholding  and  other  taxes  imposed  by  such  foreign
jurisdictions. Tax conventions between certain countries and the U.S. may reduce
or eliminate these foreign taxes,  however,  and foreign countries  generally do
not impose taxes on capital gains respecting investments by foreign investors.


<PAGE>


PERFORMANCE INFORMATION

Quotations of the Fund's performance are based on historical earnings,  show the
performance  of a  hypothetical  investment,  and are not  intended  to indicate
future  performance of the Fund. An investor's shares when redeemed may be worth
more or less than their original  cost.  Performance of the Fund will vary based
on changes in market conditions and the level of the Fund's expenses.

Total Return

"Average  annual  total  return,"  as defined  by the  Securities  and  Exchange
Commission, is computed by finding the average annual compounded rates of return
(over the one and five year periods and the period from initial public  offering
through  the end of the Fund's most recent  fiscal  year) 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.

Pursuant to Item 21 of Form N-1A,  the Fund is  providing  its  "average  annual
total return" for the period  October 1, 1999  (commencement  of  operations) to
August 31, 2000 (fiscal period end). 14.34%.

Yield

The  yield of the  Fund's  shares is  determined  each day by  dividing  the net
investment  income  per  share  (as  defined  by  the  Securities  and  Exchange
Commission)  earned by the Fund over a thirty-day  period by the net asset value
per share of the Fund on the last day of the  period.  This value is  annualized
using  semi-annual  compounding.  This means that the amount of income generated
during  the  thirty-day  period is  assumed  to be  generated  each month over a
12-month period and is reinvested every six months.

The  "yield"  of a money  market  fund  refers  to the  income  generated  by an
investment in the Fund over a seven-day period.  This income is then annualized.
The amount of income  generated by investments  during the week is assumed to be
generated  each week over a 52-week  period and is shown as a percentage  of the
investment.  The "effective yield" is calculated similarly but, when annualized,
the income earned by an investment in the Fund is assumed to be reinvested.  The
effective  yield  will  be  slightly  higher  than  the  yield  because  of  the
compounding effect of this assumed reinvestment.

The  yield  of does  not  necessarily  reflect  income  actually  earned  by the
applicable shares because of certain adjustments  required by the Securities and
Exchange Commission and, therefore,  may not correlate to the dividends or other
distributions  paid to shareholders.  To the extent that financial  institutions
and  broker/dealers   charge  fees  in  connection  with  services  provided  in
conjunction  with an  investment  in the Fund,  performance  will be reduced for
those shareholders paying those fees.
PERFORMANCE COMPARISONS

A comparison of the quoted  non-standard  performance of various  investments is
valid only if  performance  is calculated in the same manner.  Because there are
different  methods of calculating  performance,  investors  should  consider the
effect of the methods used to calculate  performance when comparing  performance
of a  particular  Fund  with  the  performance  quoted  with  respect  to  other
investment companies or types of investments.

From  time  to  time,  in  advertising  and  marketing  literature,  the  Fund's
performance  may be compared to the  performance of broad groups of mutual funds
with similar  investment goals, as tracked by independent  organizations such as
Investment  Company  Data,  Inc.  ("ICD"),   Lipper  Analytical  Services,  Inc.
("Lipper"),  CDA Investment Technologies,  Inc. ("CDA"),  Morningstar,  Inc. and
other independent organizations.  When these organizations' tracking results are
used, the Fund will be compared to the  appropriate  fund category,  that is, by
fund objective and portfolio  holdings or the appropriate  volatility  grouping,
where  volatility is a measure of the Fund's risk.  Rankings may be listed among
one or more of the asset-size  classes as determined by the independent  ranking
organization.  Footnotes in advertisements  and other marketing  literature will
include the organization issuing the ranking, time period, and asset size class,
as applicable, for the ranking in question.

In addition,  the Fund's  performance  may be compared to  unmanaged  indices of
securities  that are  comparable in their terms and intent to those in which the
Fund  invests  such as the Dow Jones  Industrial  Average  ("DJIA"),  Standard &
Poor's 500 Stock Index ("S&P 500"),  the Lehman  Brothers  Aggregate Bond Index,
the  Russell  2000  Index,  the Morgan  Stanley  Capital  International  Europe,
Australia and Far East Index,  the Morgan  Stanley REIT Index,  the  NanoCap(TM)
Index and the Consumer Price Index  ("CPI").  The DJIA and S&P 500 are unmanaged
indices widely regarded as representative  of the equity market in general.  The
CPI is a commonly used measure of inflation.

Marketing and other  literature  for the Fund may include a  description  of the
potential  risks and rewards  associated  with an  investment  in the Fund.  The
description  may  include  a  comparison  of the  Fund to  broad  categories  of
comparable  funds in terms of potential  risks and returns.  The description may
also compare the Fund to bank products,  such as certificates of deposit. Unlike
mutual  funds,  certificates  of deposit  are insured up to $100,000 by the U.S.
government and offer a fixed rate of return. Because bank products guarantee the
principal  value of an  investment  and money  market  funds seek  stability  of
principal, these investments are considered to be less risky than investments in
either bond or equity funds, which may involve loss of principal.

The risks and rewards  associated  with an  investment  in bond or equity  funds
depend upon many factors.  For fixed income funds these factors include, but are
not limited to the fund's overall  investment  objective,  the average portfolio
maturity,  credit quality of the securities  held, and interest rate  movements.
For equity funds, factors include the fund's overall investment  objective,  the
types of equity securities held and the financial position of the issuers of the
securities. The risks and rewards associated with an investment in international
bond or equity funds will also depend upon currency  exchange rate  fluctuation.
Shorter-term  bond  funds  generally  are  considered  less  risky and offer the
potential for less return than longer-term  fixed income funds. The same is true
of domestic bond funds relative to  international  fixed income funds, and fixed
income funds that purchase higher quality securities relative to bond funds that
purchase lower quality securities.  Growth and income equity funds are generally
considered  to be less risky and offer the potential for less return than growth
funds. In addition, international equity funds usually are considered more risky
than domestic equity funds but generally offer the potential for greater return.


<PAGE>


CUSTODIAN

UMB Bank, N.A., 928 Grand  Boulevard,  10th Floor,  Kansas City,  Missouri 64106
("Custodian") serves as the custodian for the Fund.

TRANSFER AGENT, FUND ACCOUNTING AGENT, AND ADMINISTRATOR

Unified Fund Services, Inc. (the "Transfer Agent"), P.O. Box 6110, Indianapolis,
Indiana  46206-6110,  acts as the  transfer  agent,  fund  accounting  agent and
administrator  for the Trust.  The Transfer Agent  maintains the records of each
shareholder's   account,   answers  shareholders'   inquiries  concerning  their
accounts,  processes  purchases and redemptions of shares,  acts as dividend and
distribution  disbursing  agent and performs other  accounting  and  shareholder
service  functions.  The Transfer Agent provides the Trust with certain  monthly
reports,  record-keeping and other management-related services. For its services
the Transfer  Agent  receives a base fee of $14 per active  shareholder  account
with a minimum annual fee of $15,000.  The Transfer Agent and Unified Management
Corporation are both wholly owned  subsidiaries of Unified  Financial  Services,
Inc. For the period October 1, 1999  (commencement  of operations) to August 31,
2000  (fiscal  period  end) the Fund  paid  $13,000,  $10,500  and  $12,750  for
administrative, transfer agent, and fund accounting services, respectively.

Neither  the  Custodian  nor  Unified  Fund  Services,  Inc.,  has  any  part in
determining  the  investment  policies  of the Trust or any of the Fund or which
securities  are to be  purchased  or sold by the Fund,  and  neither can provide
protection to shareholders against possible depreciation of assets.


INDEPENDENT ACCOUNTANTS AND COUNSEL

McCurdy & Associates  CPA's Inc.,  27955  Clemens  Road,  Westlake,  Ohio 44145,
independent  accountants,  have been  selected as the Trust's  auditors  for the
fiscal year ending August 31, 2001. Charles W. Lutter, Jr., 103 Canyon Oaks, San
Antonio, Texas 78232, is legal counsel to the Trust.


CODE OF ETHICS

The Fund and the Adviser  have  adopted a strict Code of Ethics that limits Fund
trustees and officers and Adviser directors,  officers, investment personnel and
other  employees in investing in  securities  for their own  accounts.  The Code
complies  in all  material  respects  with the  Investment  Company Act of 1940.
Persons  subject  to the Code may  purchase  and sell  securities  for their own
account.  On the other hand, the Code  prohibits  trading when the Fund is or is
contemplating  trading,  purchasing  in private  placements  or  initial  public
offerings  without  prior  approval,  taking  short-term  trading  profits,  and
engaging in other  related  activities  which may be adverse to the interests of
the Fund. The Code also requires  quarterly and annual reporting of transactions
so that personal trading  activity may be monitored.  The Code is available upon
request by calling  the  Adviser at (314)  416-0055 or writing to the Adviser at
Lindbergh Capital  Management,  Inc., 5520 Telegraph Road, Suite 204, St. Louis,
MO 63129.


<PAGE>


FINANCIAL STATEMENTS

The audited  financial  highlights with respect to the Fund for the eleven month
period from the commencement of operations on October 1, 1999 to August 31, 2000
are found in Part A of this Registration Statement (the Fund's prospectus).  The
financial statements for that fiscal period are hereby incorporated by reference
from the  Annual  Report to  Shareholders  of that  date.  The  report  has been
delivered  with this  Statement of  Additional  Information,  unless  previously
provided.  The Fund will promptly  provide  another copy,  free of charge,  upon
request to:

         The Lindbergh Funds
         c/o Unified Fund Services, Inc.
         P.O. Box 6110
         Indianapolis, Indiana 46206-6110
         (888) 505-6361




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