VINTAGE FUNDS, 485APOS, 1997-01-10

VINTAGE FUNDS
485APOS, 1997-01-10

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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /

Pre-Effective Amendment No. / /

Post-Effective Amendment No. 6 /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT / /
OF 1940

Amendment No. 8 /X/

(Check appropriate box or boxes.)

The Vintage Funds - File Nos. 33-89078 and 811-8968

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

Registrant's Telephone Number, including Area Code: (800) 862-7283

Timothy L. Ashburn, Vintage Advisers, Inc., 429 North Pennsylvania Street,
Indianapolis, Indiana 46204
(Name and Address of Agent for Service)

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

Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective:

/ / immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

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

Registrant continues its election made by the filing of its Registration
Statement, effective June 2, 1995, to register an indefinite number and
amount of its securities under Rule 24f-2 of the Investment Company Act.
Registrant filed, pursuant to paragraph b(1) of Rule 24f-2, a Form 24F-2 for
the fiscal year ended September 30, 1996 on November 29, 1996.

<PAGE>

CROSS-REFERENCE SHEET

Explanatory Note: The Registrant is a "series" company. This Registration
Statement relates to all eight series of the Registrant's shares: Starwood
Strategic Fund, Aggressive Growth Fund, Laidlaw Fund (formerly Fiduciary
Value Fund), Asset Allocation Fund, Taxable Fixed Income Fund, First
Lexington Balanced Fund (formerly Municipal Fixed Income Fund), Taxable Money
Market Fund and Tax-Free Money Market Fund. All of the Funds' shares are
offered pursuant to a combined Prospectus (the "Combined Prospectus") and a
combined Statement of Additional Information. In addition, the shares of The
Taxable Money Market Fund and The Tax-Free Money Market Fund are offered
pursuant to a separate Prospectus for those Funds only (the "Money Market Fund
Prospectus"). Both the Combined Prospectus and the Money Market Fund
Prospectus are included in Part A of this Post-Effective Amendment. The
Prospectus headings below refer to the headings in the Combined Prospectus;
the Prospectus headings in the Money Market Fund Prospectus are substantially
identical.

PART A. INFORMATION REQUIRED IN THE PROSPECTUS.

Item in Form N-1A Prospectus Heading

Item 1. Cover Page . . . . . . . . . . . . . Cover Page

Item 2. Synopsis . . . . . . . . .. . . . . Summary of Fund Expenses;
Highlights

Item 3. Condensed Financial Information . . Financial Highlights;
Performance Information

Item 4. General Description of Registrant . Highlights; Investment
Objectives and Policies;
Investment Policies and
Techniques and Risk Factors;
General Information

Item 5. Management of the Fund . . . . . . . The Trust and Its
Management

Item 5A. Management's Discussion of Fund . . .Not Applicable
Performance

Item 6. Capital Stock and Other Securities . General Information;
Dividends and Distributions;
Taxes

Item 7. Purchase of Securities Being. . . . How to Buy Shares;
Offered Shareholder Services; Net
Asset Value; The Trust and
its Management

Item 8. Redemption or Repurchase . . . . . . How to Redeem Shares;
Exchange Privilege

Item 9. Pending Legal Proceedings . . . . . .Not Applicable

Item 13. Investment Objectives and Policies. .Investment Objectives and
Policies; Investment Policies
and Techniques and Risk
Factors

Item 16. Investment Advisory and Other
Services. . . . . . . . . . . . . .The Trust and Its Management

PART B. INFORMATION REQUIRED IN THE STATEMENT OF ADDITIONAL
INFORMATION.

Item in Form N-1A Statement Heading

Item 10. Cover Page . . . . . . . . . . . . . . . . Cover Page

Item 11. Table of Contents . . . . . . . . . . . . . .Table of Contents

Item 12. General Information and History . . . . . . .None

Item 13. Investment Objectives and Policies . . . . . Types of Investments
and Investment
Techniques;
Investment Limitations

Item 14. Management of the Fund . . . . . . . . . . . Management of the Trust

Item 15. Control Persons and Principal Holders
of Securities . . . . . . . . .. . . . . . . . . . . Management of the Trust

Item 16. Investment Advisory and Other Services . . . Investment Advisory
Arrangements;
Distribution
Arrangements;
Administrative
Services Arrangements;
Custodian, Transfer
Agent, Fund Accounting
Agent, and
Independent Accountants

Item 17. Brokerage Allocation and Other Practices . . Brokerage
Transactions

Item 18. Capital Stock and Other Securities . . . . . Information About the
Trust

Item 19. Purchase, Redemption and Pricing of
Securities Being Offered . . . . . . . . . . .Purchase and
Redemption;
Determination of Net
Asset Value

Item 20. Tax Status . . . . . . . . . . . . . . . . . Tax Status

Item 21. Underwriters . . . . . . . . . . . . . . . Not Applicable

Item 22. Calculation of Performance Data . . . . . . .Performance
Information

Item 23. Financial Statements . . . . . . . . . . . Financial Statements

PART C. OTHER INFORMATION

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C of this Registration Statement.

<PAGE>
THE VINTAGE FUNDS

PROSPECTUS Prospectus dated February 1, 1997

The Vintage Funds (the "Trust") is an open-end, management investment
company (a mutual fund) having eight separate portfolios (the "Funds"), each of
which has its own separate investment objective and policies.

The Aggressive Growth Fund seeks growth of capital. The Fund pursues
this objective by investing primarily in a diversified portfolio of other
no-load mutual funds that invest principally in large capitalization stocks,
and secondarily in other no-load mutual funds that invest principally in
small capitalization and emerging growth company securities.

The Laidlaw Fund seeks growth of capital, current income and growth of
income. The Fund pursues thos objective by investing principally in a
diversified portfolio of common stocks, preferred stocks and securities
convertible into common stock of socially conscious companies that offer the
prospect for growth of earnings while paying current dividends.

The Asset Allocation Fund seeks preservation of capital, capital
appreciation and income. The Fund pursues this objective through a flexible
policy of investing principally in a diversified portfolio of other no-load
index and sector mutual funds, including domestic and international stock and
bond index and sector funds, as well as money market funds.

The First Lexington Balanced Fund seeks long term growth of capital and
current income. The Fund pursues this objective by investing principally in
a diversified portfolio of other no-load mutual funds selected from six
major financial asset classes.

The Taxable Money Market Fund seeks a high level of current income
consistent with the preservation of capital and maintenance of liquidity.
The Fund pursues this objective by investing principally in a diversified
portfolio of short-term money market instruments. The Fund intends to
maintain a constant net asset value of $1.00 per share, although there is no
assurance that it will be able to do so.

The Tax-Free Money Market Fund seeks a high level of current income that
is exempt from federal income tax consistent with the preservation of capital
and maintenance of liquidity. The Fund pursues this objective by investing
principally in a diversified portfolio of high quality, short-term municipal
securities. The Fund intends to maintain a constant net asset value of $1.00
per share, although there is no assurance that it will be able to do so.

The shares offered hereby are not deposits or obligations of any financial
institution and are not insured by the Federal Deposit Insurance Corporation,
the Federal Reserve Board or any other government agency. Investment in the
shares involves investment risks including the possible loss of principal.
There can be no assurance that the money market Funds will be able to maintain
a stable net asset value of $1.00 per share.

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

This Prospectus contains information that you should know before
investing in any of the Funds and it should be retained for future reference.
A Statement of Additional Information, dated February 1, 1997 has been filed
with the Securities and Exchange Commission (the "SEC") and is incorporated
herein by reference. The Statement of Additional Information is available upon
request and without charge by calling 1-800-408-4682 (1-800-40-VINTAGE).
The SEC maintains a Web Site (http://www.sec.gov) that contains the Statement
of Additional Information, material incorporated by reference, and other
information regarding registrants that file electronically with the SEC.

[END OF COVER PAGE]

<PAGE>
TABLE OF CONTENTS

SUMMARY OF FUND EXPENSES

FINANCIAL HIGHLIGHTS

HIGHLIGHTS

INVESTMENT OBJECTIVES AND POLICIES
The Starwood Strategic Fund
The Aggressive Growth Fund
The Laidlaw Fund
The Asset Allocation Fund
The Taxable Fixed Income Fund
The First Lexington Balanced Fund
The Taxable Money Market Fund
The Tax-Free Money Market Fund

INVESTMENT POLICIES AND TECHNIQUES AND RISK FACTORS

NET ASSET VALUE

HOW TO BUY SHARES
Minimum Investment
Opening an Account
By Mail
By Wire
Subsequent Investments
By Automated Clearing House (ACH)
By Telephone Order

DIVIDENDS AND DISTRIBUTIONS
Timing of Certain Money Market Fund Transactions

EXCHANGE PRIVILEGE
By Telephone
By Mail or Telecopy

HOW TO REDEEM SHARES
By Mail
Signatures
By Telephone
Receiving Payment
Check Writing (Money Market Funds Only)
Minimum Account Balance

SHAREHOLDER SERVICES

THE TRUST AND ITS MANAGEMENT
Investment Advisory Arrangements
Investment Adviser
Sub-Advisers
Portfolio Managers' Backgrounds
Advisory Fees
Distribution Services
Distributor
Distribution Plan
Administration of the Trust
Administrator
Shareholder Services Plan
Other Arrangements
Transfer Agent, Fund Accounting Agent
and Custodian
Portfolio Transactions
Expenses

THE "V.O.I.C.E." PROGRAM

TAXES
The Tax-Free Fund
Backup Withholding

PERFORMANCE INFORMATION

GENERAL INFORMATION

No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and in the Fund's
official sales literature in connection with the offer of the Fund's shares,
and, if given or made, such other information or representation must not be
relied upon as having been authorized by the Fund. This Prospectus does
not constitute an offer in any State in which, or to any person to whom, such
offering may not lawfully be made.

SUMMARY OF FUND EXPENSES

Shareholder Transaction Expenses

Maximum Sales Load Imposed on Purchases
(as a percentage of offering price). . . . . . . . . . . . . . . . . . . None
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price) . . . . . . . . . . . . . . . . . . None
Deferred Sales Load (as a percentage of original
purchase price or redemption proceeds, as applicable) . . . . . . . . . None
Redemption Fee (as a percentage of amount redeemed, if applicable) . . . None
Exchange Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None

<TABLE>

Annual Fund Operating Expenses
(As a percentage of average net assets)
<CAPTION>
Management 12b-1 Servicing Other Total(1)
Fund Name Fees Fees Fees Expenses Expenses
(after (after
reimbursement) reimbursement)

Starwood Strategic(4) 0.75% 0.10% 0.15% 0.50%(2) 1.50%

Laidlaw(4) 0.75% 0.10% 0.15% 0.50%(2) 1.50%

Asset Allocation(4) 0.75% 0.10% 0.15% 0.50%(2) 1.50%

Aggressive Growth(4) 0.75% 0.10% 0.15% 0.50%(2) 1.50%

Taxable Fixed Income(4) 0.50% 0.10% 0.15% 0.50%(2) 1.25%

First Lexington Balanced(5) 0.50% 0.10% 0.15% 0.25%(3) 1.00%

Taxable Money Market(4) 0.50% 0.10% 0.15% 0.25%(3) 1.00%

Tax-Free Money Market(4) 0.50% 0.10% 0.15% 0.25%(3) 1.00%

<FN>
(1) The Adviser has voluntarily agreed to waive its management fees and/or
reimburse expenses to the extent necessary to cause Total Expenses of each Fund
to be as indicated. Although the Adviser has no current intention to abandon
this voluntary arrangement, the Adviser may terminate the arrangement at any
time at its sole discretion.

(2) Absent the voluntary fee waiver/expense reimbursement arrangement,
Other Expenses are not expected to exceed 0.75%.

(3) Absent the voluntary fee waiver/expense reimbursement arrangement,
Other Expenses are not expected to exceed 0.50%.

(4) Expenses are restated to reflect the fees that would have been
applicable had the voluntary fee waiver/expense reimbursement arrangement been
in effect for the fiscal year ended September 30, 1996. Absent reimbursement
of expenses and waiver of fees, the total expenses of the Funds for the
fiscal year ended September 30, 1996 would have been as follows: Starwood
Strategic Fund 15.99%; Laidlaw Fund 160.78%; Asset Allocation Fund 9.61%;
Aggressive Growth Fund 9.74%; Taxable Fixed Income Fund 181.72%; Taxable
Money Market Fund 1.25%; Tax-Free Money Market Fund 1.82%.

(5) Expenses are estimated based on average expenses expected to be
incurred during the year ending September 30, 1997. During the course of the
period, expenses may be more or less than the average amounts shown.
</FN>
</TABLE>

Initial investments of less than the required minimum by persons exempt
from the minimum investment requirement are subject to a one-time $4.50
administrative charge. See "How to Buy Shares." Wire-transferred
redemptions are subject to a $15.00 charge and certain checking transactions
may be subject to additional charges. See "How to Redeem Shares."

The purpose of this table is to assist the investor in understanding the
various costs and expenses that a shareholder of a Fund will bear, either
directly or indirectly. The expense information is based upon the operating
expenses incurred during the fiscal year ended September 30, 1996, and is
restated to reflect the voluntary fee waiver/expense reimbursement arrangement
(see footnote one to the table). Long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales charge permitted under the
rules of the National Association of Securities Dealers, Inc. For a further
description of the various costs and expenses incurred by the Funds, see
"The Trust and its Management."

<TABLE>
Example:

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

<CAPTION>
Fund Name 1 Year 3 Years 5 Year 10 Years
<S> <C> <C> <C> <C>
Starwood Strategic Fund $15 $47 $82 $179
Aggressive Growth Fund 15 47 82 179
Laidlaw Fund 15 47 82 179
Asset Allocation Fund 15 47 82 179
Taxable Fixed Income Fund 13 40 69 151
First Lexington Balanced Fund 10 32 -- ---
Taxable Money Market Fund 10 32 55 122
Tax-Free Money Market Fund 10 32 55 122

<FN>
The amounts listed in the example should not be considered as
representative of future expenses and actual expenses may be greater or less
than those indicated. Moreover, while the example assumes a 5% annual
return, a Fund's performance will vary and may result in an actual return
greater or less than 5%.
</FN>
</TABLE>

The Aggressive Growth Fund, the Asset Allocation Fund and the First
Lexington Balanced Fund intend to, and the Taxable Fixed Income Fund may,
invest principally in other mutual funds. The other Funds may invest
incidentally in other mutual funds. To the extent that a Fund invests in other
mutual funds, the Fund will indirectly bear its proportionate share of any
fees and expenses paid by such other funds, in addition to the fees and
expenses payable directly by the Fund. Therefore, to the extent that the
Fund invests in other mutual funds, the Fund will incur higher expenses, many
of which may be duplicative. These expenses will be borne by the Fund, and
are not included in the expenses reflected in the table or example above.
See "Investment Objectives and Policies -- Investments in Other Mutual Funds."

FINANCIAL HIGHLIGHTS

The financial highlights of the Funds' operations for the periods
presented are derived from the audited financial statements of The Vintage
Funds. The financial highlights for the fiscal year ended September 30, 1996
have been audited by McCurdy and Associates CPA's Inc., independent public
accountants. This information should be read in conjunction with the
financial statements and notes thereto included in the Funds' Statement of
Additional Information (for the Laidlaw Fund) and in the Annual Report to
Shareholders (for the other Funds). The Annual Report also contains
additional performance information about the Funds. Both the Statement of
Additional Information and the Annual Report are available without charge by
calling the Funds at 1-800-408-4682.

<TABLE>
FINANCIAL HIGHLIGHTS

The following table includes selected data for a share outstanding throughout
each fiscal year or period and other performance information derived from the
financial statements.

Starwood Starwood Aggressive Aggressive
Strategic Strategic Growth Growth
Fund Fund Fund Fund
1996(a) 1995(b) 1996(a) 1995(b)

<S> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning $10.00 $10.00 $10.00 $10.00
Income from investment
Operations:
Net investment income (3.23) 0.00 (0.24) 0.00
Net realized and unrealized
gain (loss) on investments 0.92 0.00 0.04 0.00
Total from investment income (2.31) 0.00 (0.20) 0.00
Less distributions:
Dividends from net
investment income 0.00 0.00 0.00 0.00
Total from distributions 0.00 0.00 0.00 0.00

Net asset value at end of period $ 7.69 $10.00 $9.80 $10.00

TOTAL ANNUALIZED
RETURN (%)(e) (3.97)(f) (c) (2.72)(d) (c)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period 483,458 2,705 573,522 340

Ratio of expenses to
average net assets 15.99% 0.00% 9.74% 0.00%

Ratio of expenses (after
reimbursement) to
average net assets 15.25% 0.00% 9.01% 0.00%

Ratio of net investment
Income to average net assets (14.42%) 0.00% (8.07%) 0.00%

Ratio of net investment
income (after reimbursement)
to average net assets (13.68%) 0.00% (7.33%) 0.00%

Portfolio turnover 169.83% 0.00% 51.44% 0.00%

Average commission rate paid $ 0.06 $ --- $0.00 $ ----

<FN>
(a) For the Year-Ended September 30, 1996.
(b) For the Period June 2, 1995 (commencement of operations) to September 30,
1995.
(c) Investment in accordance with objective had not commenced at this time.
(d) For the period March 13, 1996 (commencement of investment in accordance
with objective) to September 30, 1996.
(e) Total return would have been lower had certain expenses not been reduced
during the periods shown (see Note 3).
(f) For the period April 4, 1996 (commencement of investment in accordance
with objective) to September 30, 1996.

</FN>
</TABLE>

<TABLE>
FINANCIAL HIGHLIGHTS

The following table includes selected data for a share outstanding throughout
each fiscal year or period and other performance information derived from the
financial statements.

Asset Asset
Laidlaw Laidlaw Allocation Allocation
Fund Fund Fund Fund
1996(a) 1995(b) 1996(a) 1995(b)
(to be (to be
supplied) supplied)
<S> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning $10.00 $10.00
Income from investment
Operations:
Net investment income (0.93) 0.00
Net realized and unrealized
gain (loss) on investments 0.20 0.00
Total from investment income (0.73) 0.00
Less distributions:
Dividends from net
investment income 0.00 0.00
Total from distributions 0.00 0.00

Net asset value at end of period $ 9.27 $10.00

TOTAL ANNUALIZED
RETURN (%)(e) (1.16)(d) (c)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period 567,519 100

Ratio of expenses to
average net assets 9.61% 0.00%

Ratio of expenses (after
reimbursement) to
average net assets 8.87% 0.00%
Ratio of net investment
Income to average net assets (8.36%) 0.00%
Ratio of net investment
income (after reimbursement)
to average net assets (7.61%) 0.00%

Portfolio turnover 123.14% 0.00%

Average commission rate paid $ 0.00 $ ---

<FN>
(a) For the Year-Ended September 30, 1996.
(b) For the Period June 2, 1995 (commencement of operations) to September
30, 1995.
(c) Investment in accordance with objective had not commenced at this time.
(d) For the period March 13, 1996 (commencement of investment in accordance
with objective) to September 30, 1996.
(e) Total return would have been lower had certain expenses not been reduced
during the periods shown (see Note 3).

</FN>
</TABLE>

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS

The following table includes selected data for a share outstanding throughout
each fiscal year or period and other performance information derived from the
financial statements.
<S> <C> <C> <C>

Taxable Taxable Tax-Free Tax-Free
Money Money Money Money
Market Market Market Market
Fund Fund Fund Fund
1996(a) 1995(b) 1996(a) 1995(b)
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning $ 1.00 $ 1.00 $ 1.00 $ 1.00

Income from investment
Operations:
Net investment income 0.04 0.002 0.02 0.00
Net realized and unrealized
gain (loss) on investments 0.00 0.000 0.00 0.00
Total from investment income 0.04 0.002 0.02 0.00
Less distributions:
Dividends from net investment income (0.04) (0.002) (0.02) 0.00
Total from distributions (0.04) (0.002) (0.02) 0.00

Net asset value at end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00

TOTAL ANNUALIZED RETURN (%)(e) 4.13 0.20 1.96 (c)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period 50,544,511 1,230,385 7,334,110 100

Ratio of expenses to average net assets 1.25% 12.82% 1.82% 0.00%

Ratio of expenses (after reimbursement)
to average net assets 1.16% 0.47% 1.62% 0.00%

Ratio of net investment
income to average net assets 4.12% (11.94%) 2.09% 0.00%

Ratio of net investment
income (after reimbursement)
to average net assets 4.21% 0.65% 2.29% 0.00%

Portfolio turnover 0.00% 0.00% 0.00% 0.00%

Average commission rate paid $ 0.00 $ --- $0.00 $ ---

<FN>
(a) For the Year-Ended September 30, 1996.
(b) For the Period June 2, 1995 (commencement of operations) to September 30,
1995.
(c) Investment in accordance with objective had not commenced at this time.
(d) For the Period March 13, 1996 (commencement of investment in accordance
with objective) to September 30, 1996.
(e) Total return would have been lower had certain expenses not been reduced
during the periods shown (see Note 3).
</FN>
</TABLE>

Financial highlights for the First Lexington Balanced Fund (formerly the
Municipal Fixed Income Fund) and the Taxable Fixed Income Fund are not
included because those Funds had not commenced investment in accordance with
their respective investment objectives prior to September 30, 1996.

HIGHLIGHTS

Investment Objectives and Investment Risks

The Vintage Funds (the "Trust") is a family of mutual funds with eight
separate portfolios (the "Funds"), each having its own investment objective and
policies. An investment in the Funds involves investment risks including the
possible loss of principal. See "Investment Objectives and Policies"
and "Investment Policies and Techniques and Risk Factors."

Liquidity

Each Fund continuously offers and redeems its shares at the Fund's
prevailing net asset value per share. See "How to Buy Shares," "How to
Redeem Shares" and "Net Asset Value." The Taxable Money Market Fund and the
Tax-Free Money Market Fund each intends to maintain a constant net asset
value of $1.00 per share, although there is no assurance that it will be able
to do so.

No Sales or Redemption Charges

There are no commissions, fees or charges by the Trust for the purchase
or redemption of shares. Inital investments below the stated minimum,
wire-transferred redemptions and certain checking transactions may be subject
to additional charges. See "Summary of Fund Expenses," "How to Buy Shares"
and "How to Redeem Shares."

Minimum Investment

A minimum investment of $1,000 is required to open an account, except
an IRA account for which the minimum is $500. Former shareholders of the
Unified family of funds, or the Quest funds which acquired the Unified family
of funds, may open an account with less than the required minimum. The
minimum investment may also be waived for certain other types of retirement
accounts and direct deposit accounts. Subsequent investments must be at
least $100, or $50 for an IRA. See "How to Buy Shares."

Investment Advisers

Vintage Advisers, Inc. is the Funds' investment adviser (the "Adviser").
The Adviser was organized in December 1994 and the Funds commenced
operations at various times after May 1995. The Adviser has no prior
operating history and does not act as the investment adviser to any other
investment companies.

The Adviser has engaged Starwood Corporation to serve as sub-adviser to
the Starwood Strategic Fund, Fiduciary Counsel, Inc. to serve as sub-adviser
to the Laidlaw Fund, the Taxable Money Market Fund and the Tax-Free Money
Market Fund, and Health Financial, Inc. to serve as sub-adviser to the
First Lexington Balanced Fund (the "Sub-Advisers"). The Sub-Advisers
manage the investment portfolios of the applicable Funds, subject to the
Adviser's overall management. The Adviser directly manages the investment
portfolios of the Asset Allocation Fund, the Aggressive Growth Fund and the
Taxable Fixed Income Fund. See "The Trust and its Management."

Retirement Plans and Other Shareholder Services

The Trust offers retirement plans including a prototype Profit Sharing
Plan, Money Purchase Pension Plan, Salary Savings Plan - 401(k) and IRA
accounts, as well as a number of special shareholder services. For
information regarding these plans or services, call the Transfer Agent at
1-800-408-4682. See "Shareholder Services."

V.O.I.C.E. (Vision for Ongoing Investment in Charity and Education)

The Adviser administers The Vintage Funds University and Philanthropic
Program pursuant to which the Adviser will make contributions to the general
scholarship funds or endowments of certain accredited colleges and universities
designated by qualified shareholders of any of the Funds. For information
regarding this Program, call the Adviser at 1-800-408-4682.
Also see "The V.O.I.C.E. Program" below.

INVESTMENT OBJECTIVES AND POLICIES

The Trust offers eight separate Funds, each with its own investment
objective and policies. The Funds' investment objectives cannot be changed
without shareholder approval. While there is no assurance that any Fund will
achieve its investment objective, it endeavors to do so by following the
investment policies described in this Prospectus. Unless otherwise
indicated, the Funds' investment policies may be changed by the Trust's Board
of Trustees without shareholder approval. Shareholders will be notified
before any material change in investment policies becomes effective.

The following sections are concise descriptions of the Funds and their
investment objectives and policies. More information about certain types of
investments, investment techniques and risk factors is provided below under
"Investment Policies and Techniques and Risk Factors" and in the Statement of
Additional Information.

The Starwood Strategic Fund

The Starwood Strategic Fund seeks growth of capital. The Fund pursues
this objective by investing principally in a diversified portfolio of equity
securities of seasoned, financially strong growth companies. Although current
income is an incidental consideration, many of the Fund's investments should
provide regular dividends which may grow over time.

Under normal circumstances, the Fund's assets will consist primarily of
common stocks, preferred stocks, and preferred stocks or corporate debt
securities convertible into common stocks, that are issued by companies
which, in the opinion of the Fund's sub-adviser, have the following
characteristics:

Above-average growth rates over an extended period with prospects for
maintaining greater than average rates of growth in earnings, cash
flow or assets in the future;

A strong financial position with high credit standings and
profitability;

Important business franchises, leading products or dominant marketing
and distribution systems;

At least five years' operating history, annual revenues of at least
$200 million and market capitalization of at least $300 million; and

Attractive share prices relative to potential growth in earnings,
cash flow or assets.

The Fund's investments are selected by its sub-adviser, Starwood
Corporation, ("Starwood") which uses a combination of research techniques to
identify companies having these characteristics. Fundamental research is used
to evaluate various aspects of corporate performance, with a particular
emphasis on consistency of results, long-term growth prospects and financial
strength. Quantitative valuation methods are used to determine which growth
companies offer superior values at a given point in time. When assessing
growth rates, Starwood generally considers a company to be "above average" if
its growth in earnings, cash flow or assets exceed the average growth rates of
companies included in the S&P 500 index, as published by Standard &
Poor's Corporation ("S&P"). When assessing financial quality, Starwood
evaluates five criteria: the strength of the company's balance sheet; the
volatility of the company's earnings over time; the company's accounting
practices; ranking (if any, at the time of purchase) given the company's
common stock by the S&P; and the vulnerability of earnings to changes in
external factors, such as the general economy, the competitive environment,
governmental action and technological change.

The Fund may also invest to a lesser extent in equity securities that do
not meet the criteria listed above, as well as in investment grade corporate
debt obligations. The types of equity securities in which the Fund may
invest are described below under "Investment Policies and Techniques and Risk
Factors -- Corporate Equity Securities." The corporate debt obligations
in which the Fund may invest are described below under "The Taxable Fixed
Income Fund" and "Investment Policies and Techniques and Risk Factors --
Corporate Debt Securities." Also, the Fund may invest temporarily in money
market instruments of the types described below under "The Taxable Money Market
Fund." It is expected that the Fund will invest principally in securities of
U.S. companies. However, the Fund's investment policies permit the Fund to
invest in foreign securities under normal circumstances.

The Fund allocates its investments among different industries and
companies, and changes its portfolio securities based on long-term investment
considerations as opposed to short-term trading. However, the Fund may take
advantage of opportunities for short-term profits as they arise.

The Aggressive Growth Fund

The Aggressive Growth Fund seeks growth of capital. The Fund pursues
this objective by investing primarily in a diversified portfolio of other
no-load mutual funds that invest principally in large capitalization stocks,
and secondarily in other no-load mutual funds that invest principally in small
capitalization and emerging growth company equity securities. For a
description of factors related to the Fund's investment in other mutual
funds, see "Investments in Other Mutual Funds" below.

The Fund's investment policies define "large capitalization" stocks as
equity securities of companies that rank in the top one-third of the equity
securities listed on the New York Stock Exchange ("NYSE"), based upon their
equity capitalization. "Small capitalization" stocks are the equity
securities of companies that rank in the middle one-third of the equity
securities listed on the NYSE, based upon their equity capitalization.
Small capitalization stocks typically would rank near or slightly below the
average capitalization of all equity securities listed on the NYSE.
"Emerging growth company securities" are defined as the equity securities of
little-known companies. These equity securities may consist of securities of
the types described below under "Investment Policies and Techniques and Risk
Factors -- Corporate Equity Securities."

Under normal circumstances, the Fund invests primarily in no-load mutual
funds that invest principally in large capitalization stocks. However,
depending on market circumstances, at times, the Fund may invest more heavily
in no-load mutual funds emphasizing small capitalization stocks and emerging
growth company securities. Additionally, at times, the Fund may invest in
sector funds (which concentrate their investments in a particular industry)
or international funds. However, at no time will the Fund invest more than
25% of its assets in any mutual fund concentrated in any one industry. In
addition, from time to time the Fund may invest in individual equity
securities of the types described below under "Investment Policies and
Techniques and Risk Factors -- Corporate Equity Securities."

Small capitalization stocks and emerging growth company securities
involve a higher degree of risk because most are not as broadly traded as large
capitalization stocks and their prices may fluctuate more widely and abruptly.
These securities are also less researched and often overlooked in the market,
and may have less market liquidity than large capitalization stocks.

The Laidlaw Fund

The Laidlaw Fund seeks growth of capital, current income and growth of
income. The Fund pursues this objective by investing principally in a
diversified portfolio of common stocks, preferred stocks and preferred stocks
or corporate debt securities convertible into common stocks of companies
which offer the prospect of growth of earnings while paying current dividends.
The Fund may also purchase securities that do not pay current dividends but
which offer prospects for growth of capital and future income. Over time,
the sub-adviser believes continued growth of earnings will ead to higher
dividends and enhancement of capital value.

The Fund's portfolio is managed by its sub-adviser, Fiduciary Counsel,
Inc. In evaluating investments for the Fund, Fiduciary Counsel seeks to
identify companies that have demonstrated their ability to grow and whose
markets, profit margins and rates of return on investments indicate the
likelihood of future growth, in addition to a likelihood for future dividend
growth. It is the sub-adviser's intention to follow a socially responsible
investment policy. For this purpose, the sub-adviser will retain, at no
expense to the Fund, Laidlaw Holdings Asset Management, Inc. to maintain a
list of approximately 200 preferred companies selected from the 1,000 largest
corporations based on corporate behavior related to customer, community,
employee, competitor, supplier and shareholder relations, environmental and
social issues. While the Sub-Adviser intends to select securities for the
Fund from the list, it is not obligated to do so, and will only do so to the
extent the Sub-Adviser believes such selection is consistent with the Fund's
invgestment strategy described above. The Fund allocates its investments
among different industries and companies, and changes its portfolio
securities based on long-term investment considerations and not for
short-term trading purposes. However, the Fund may take advantage of
opportunities for short-term profits as they arise.

Under normal circumstances, the Fund's assets will consist primarily of
equity securities of the types described below under "Investment Policies and
Techniques and Risk Factors -- Corporate Equity Securities." However, the Fund
also may invest to a lesser extent in investment grade corporate debt
obligations of the types described below under "The Taxable Fixed Income
Fund." Also, the Fund may invest temporarily in money market instruments of
the types described below under "The Taxable Money Market Fund."

The Asset Allocation Fund

The Asset Allocation Fund seeks preservation of capital, capital
appreciation and current income. There is no priority among these objectives.
Rather, the Fund pursues its objectives through a flexible policy of investing
principally in a diversified portfolio of other no-load index and sector mutual
funds, including domestic and international stock and investment grade bond
index funds, as well as other fixed income and money market funds. A mutual
fund in which the Fund invests will not necessarily own all of the securities
comprising the relevant index, although it is expected that it will own a
sufficient number of the securities to be representative of the index. For a
description of factors related to the Fund's investment in other mutual funds,
see "Investments in Other Mutual Funds" below.

The types of stock funds in which the Fund invests may include
domestic and international stock index funds, large cap, small cap and mid cap
stock index funds, and certain sector funds. Sector funds are those mutual
funds that concentrate on particular geographic sectors or other delineated
components of the overall equity markets. Bond funds may include domestic and
international corporate bond index funds, and municipal and U.S. government
bond index funds. The Fund also may invest in no-load mutual funds, including
money market funds. However, at no time will the Fund invest more than
25% of its assets in mutual funds concentrated in any one industry.

Under normal circumstances, the Fund's assets will be invested in both
stock and bond index and sector funds. The Adviser will purchase stock index
and sector funds which, in its opinion, have the greatest potential for capital
appreciation. The Fund may from time to time invest up to 100% of its assets
in any one of the following if, in the judgment of the Adviser, the Fund has
the opportunity of seeking a high level of capital appreciation or current
income without undue risk to principal: common stock index or sector funds
(including individual equity securities), bond index funds or money market
funds. The Adviser will monitor and adjust its weighing of investments to
adapt to changing market and economic conditions. Distributable income will
fluctuate as the Fund shifts assets among various types of investments.

The Fund may also invest directly in equity securities (of the types
described below under "Investment Policies and Techniques and Risk Factors --
Corporate Equity Securities"), investment grade corporate and municipal debt
obligations, U.S. government securities, money market instruments, and other
no-load mutual funds.

The Taxable Fixed Income Fund

The Taxable Fixed Income Fund seeks a high level of current income
consistent with the preservation of capital. The Fund pursues this objective
by investing principally in a diversified portfolio of U.S. government
securities and investment grade corporate debt obligations. Under normal
circumstances, at least 65% of the Fund's assets will be invested in domestic
and foreign issues of corporate debt obligations, commercial paper, bank
instruments, securities issued by the U.S. government, its agencies or
instrumentalities, asset-backed securities and repurchase agreements. The
Fund may invest in these securities directly or by purchasing other mutual
funds that invest in these securities.

The Fund will only invest in corporate debt rated in one of the three
highest categories by a nationally recognized statistical rating organization
(e.g., rated Aaa, Aa or A by Moody's Investors Service, Inc. ("Moody's") or
AAA, AA or A by Standard & Poor's, Fitch Investors Service, Inc. ("Fitch"),
Duff & Phelps, Inc. ("Duff") or Thompson BankWatch ("BankWatch")). The Fund
may invest in commercial paper which matures in 270 days or less so long as
at least two ratings are high quality ratings by nationally recognized
statistical rating organizations (e.g., rated Prime-1 or Prime-2 by Moody's,
A-1 or A-2 by Standard & Poor's, or F-1 or F-2 by Fitch). Asset backed
securities must be rated in one of the three highest categories by a
nationally recognized statistical rating organization. The Fund may also
invest in debt instruments which are of comparable quality in the judgment of
the Adviser. To the extent the Fund invests in other mutual funds that
invest in debt securities, it is the intention of the Adviser to invest
primarily in mutual funds with similar quality restrictions. If the Fund
purchases a rated security and the rating is subsequently downgraded, the
Adviser will determine whether or not the security continues to be an
acceptable investment. If not, the security will be sold.

The net asset value of the Fund is expected to fluctuate with changes in
interest rates and bond market conditions. The Adviser will attempt to
minimize principal fluctuation through, among other things, diversification,
credit analysis and security selection, and adjustments of the duration of the
dollar-weighted average maturity of the Fund's portfolio. In periods of rising
interest rates and falling bond prices, The Adviser may shorten the Fund's
average duration to minimize the effect of declining bond values on the Fund's
net asset value. Conversely, during times of falling interest rates and rising
prices a longer average duration may be sought. The Fund may hold individual
securities of any maturity.

For additional information about the securities in which the Fund may
invest, see "Investment Policies and Techniques and Risk Factors." From time
to time during periods of other than normal market conditions, the Fund may
also invest in short-term temporary investments of the types described below
under "The Taxable Money Market Fund."

The First Lexington Balanced Fund

The First Lexington Balanced Fund seeks long term growth of capital and
current income. The Fund pursues this objective by investing primarily in a
diversified portfolio of other no-load mutual funds that invest in one of the
following six financial asset classes: (1) S&P 500 common stocks, (2) smaller
capitalized stocks as represented by the Wilshire 4500 Index, (3) international
stocks as represented by the Morgan Stanley EAFE Index, (4) real estate
investment trusts as represented by the Morgan Stanley REIT Index, (5) cash
equivalents, and (6) long-term investment rated corporate and government bonds
as represented by the Sheerson-Lehman Government/Corporate Bond Index. A
mutual fund in which the Fund invests will not necessarily own all of the
securities comprising the relevant index, although it is expected that it
will own a sufficient number of the securities to be representative of the
index.

The Fund's sub-adviser utilizes an "active asset allocation" strategy
based on the modern portfolio theory that 93% of investment return is
attributable to the "asset class" of an investment, not the individual
security. In other words, if a stock performed well, it is probably because
the asset class of the stock performed well, not because the investor was
successful at choosing a particular stock. The Fund's sub-adviser allocates
the Fund's portfolio among the asset classes and actively monitors and
adjusts the allocation. The sub-adviser seeks to enhance return by
increasing the Fund's participation in asset classes that are, in the sub-
adviser's opinion, undervalued. The Sub-Adviser believes that
diversification across these asset classes should reduce risk because, in
most years, at least one or more asset classes have a positive return.

Under normal circumstances, the Fund's assets will consist primarily of
other no load mutual funds. At least 25% of the Fund's assets will consist of
mutual funds, including money market funds, that invest in fixed income
securities. For a description of other factors related to the Fund's
investment in other mutual funds, see "Investment in Other Mutual Funds"
below.

The Taxable Money Market Fund

The Taxable Money Market Fund seeks a high level of current income
consistent with the preservation of capital and maintenance of liquidity. The
Fund pursues this objective by investing principally in a diversified
portfolio of high quality, short-term money market instruments. The Fund
intends to maintain a constant net asset value of $1.00 per share, although
there is no assurance that it will be able to do so.

The Fund's investments are selected by its sub-adviser, Fiduciary Counsel,
Inc. These investments principally include:

direct obligations of the U.S. Treasury, such as U.S. Treasury bills,
notes and bonds;

notes, bonds, and discount notes of U.S. government agencies or
instrumentalities;

short-term corporate debt instruments (including commercial paper and
variable rate demand notes) which mature in 270 days or less;

domestic and foreign issues of corporate debt obligations having
floating or fixed rates of interest and having remaining maturities
of less than 13 months;

bank instruments described below under "Bank Instruments";

other short-term investments of a type which the adviser determines
presents minimal credit risks and which are of "high quality" as
determined by a nationally recognized statistical rating
organization, or, in the case of an instrument that is not rated, of
comparable quality in the judgment of the adviser; and

repurchase agreements collateralized by eligible investments.

The Fund may invest only in securities that, at the time of purchase, have
a remaining maturity of less than 13 months and that are "eligible
securities" as defined by regulations of the Securities and Exchange
Commission. "Eligible securities" generally include securities rated in one
of the two highest categories by at least two nationally recognized
statistical rating organizations (or by one such rating agency if only one
has issued a rating) or, if unrated, are determined to be of comparable
quality by Fiduciary Counsel pursuant to policies approved by the Board of
Trustees. If the Fund purchases an eligible security and its rating is
subsequently downgraded so that the security is no longer of high quality,
the Fund will consider and take appropriate action, which may include
divesting the security. The Fund will maintain a dollar-weighted average
portfolio maturity of 90 days or less.

The Tax-Free Money Market Fund

The Fund invests principally in high quality, short-term municipal
securities, the interest from which is exempt from federal income tax.
Municipal securities are described under "Investment Policies and Techniques
and Risk Factors -- Municipal Securities" and in the Statement of Additional
Information. The Fund may invest up to 25% of its assets in securities of
issuers located in the same state.

As a matter of investment policy, which may not be changed without
shareholder approval, under normal circumstances, the Fund will be invested so
that at least 80% of the income from investments will be exempt from federal
income tax or that at least 80% of its net assets are invested in
obligations, the interest from which is exempt from federal income tax.
Interest income that is exempt from federal income tax retains its federal
tax-free status when distributed to the Fund's shareholders. See "Taxes -- The
Tax-Free Money Market Fund" for additioinal information.

From time to time, during periods of other than normal market conditions,
the Fund may invest in instruments that may or may not be exempt from federal
income tax. Although the Fund is permitted to make taxable, temporary
investments, there is no current intention of generating income subject to
federal regular income tax.

INVESTMENT POLICIES AND TECHNIQUES AND RISK FACTORS

This section describes certain types of investments, investment techniques
and investment policies and limitations of the Funds. This section also
includes information about the risk factors associated with the investments and
investment techniques. The risks of each Fund depend upon many factors. For
the Funds that invest principally in equity securities, these factors include,
among others, the Fund's investment objective, the types of equity securities
held and the financial position of the issuers of these securities. For the
Funds that invest principally in debt securities, these factors include, among
others, the Fund's investment objective, the average duration of the Fund's
portfolio, credit quality of the securities held and interest rate movements.
For further information, see the Statement of Additional Information.

Corporate Equity Securities

The Starwood Strategic Fund, the Aggressive Growth Fund, the Laidlaw Fund,
the First Lexington Balanced Fund and the Asset Allocation Fund may invest in
equity securities, including common stocks, preferred stocks, convertible
securities, warrants and rights issued by corporations in any industry
(industrial, financial or utility) which may be denominated in U.S. dollars or
in foreign currencies. Equity securities fluctuate in value, often based on
factors unrelated to the performance of the issuer of the securities and
fluctuations can be pronounced. Small capitalization issues and emerging
growth company securities, in particular, may be subject to wider price
fluctuations than the stock market as measured by popular indices.

Preferred Stocks. Preferred stock, unlike common stock, offers a stated
dividend rate payable from the issuer's earnings. Preferred stock dividends
may be cumulative or non-cumulative, participating, or auction rate. If
interest rates rise, the fixed dividend on preferred stocks may be less
attractive, causing the price of preferred stocks to decline. Preferred
stock may have mandatory sinking fund provisions, as well as call/redemption
provisions prior to maturity, a negative feature when interest rates decline.

Convertible Securities. A convertible security is a bond, debenture, note,
preferred stock or other security that may be converted into or exchanged for a
prescribed amount of common stock of the same or a different issuer within a
particular period of time at a specified price or formula. A convertible
security entitles the holder to receive interest generally paid or accrued on
debt or the dividend paid on preferred stock until the convertible security
matures or is redeemed, converted or exchanged. Convertible securities have
several unique investment characteristics, such as (a) higher yields than
common stocks, but lower yields than comparable nonconvertible securities,
(b) a lesser degree of fluctuation in value than the underlying stock since
they have fixed income characteristics, and (c) the potential for capital
appreciation if the market price of the underlying common stock increases. A
convertible security might be subject to redemption at the option of the
issuer at a price established in the convertible security's governing
instrument. If a convertible security held by the Fund is called for
redemption, the Fund may be required to permit the issuer to redeem the
security, convert it into the underlying common stock or sell it to a third
party.

Warrants and Rights. Each Fund named above may invest up to 5% of its
total assets in warrants and rights, including but not limited to warrants or
rights (i) acquired as part of a unit or attached to other securities
purchased by the Fund, or (ii) acquired as part of a distribution from the
issuer.

Fixed Rate Corporate Debt Obligations

All of the Funds may invest to varying extents in fixed rate corporate debt
obligations. Also, all of the Funds may invest in short-term fixed rate
corporate debt obligations that qualify as money market instruments. Fixed
rate securities tend to exhibit more price volatility during times of rising
or falling interest rates than securities with floating rates of interest.
This is because floating rate securities, as described below, behave like
short-term instruments in that the rate of interest they pay is subject to
periodic adjustments based on a designated interest rate index. Fixed rate
securities pay a fixed rate of interest and are more sensitive to fluctuating
interest rates. In periods of rising interest rates the value of a fixed
rate security is likely to fall. Fixed rate securities with short-term
characteristics are not subject to the same price volatility as fixed rate
securities without such characteristics. Therefore, they behave more like
floating rate securities with respect to price volatility.

Many corporate debt obligations permit the issuers to call the security and
thereby redeem their obligations earlier than the stated maturity dates.
Issuers are more likely to call bonds during periods of declining interest
rates. In these cases, if a Fund owns a bond which is called, the Fund will
receive its return of principal earlier than expected and would likely be
required to reinvest the proceeds at lower interest rates, thus reducing
income to the Fund.

Certain fixed-income obligations may involve equity characteristics. The
Asset Allocation Fund and the Taxable Fixed Income Fund may, for example,
invest in unit offerings that combine fixed-income securities and common stock
equivalents such as warrants, rights and options. It is anticipated that the
majority of the value attributable to the unit will relate to its
fixed-income component. These Funds have no current intention of converting
any convertible securities it may own into equity securities or holding them as
an equity investment upon conversion.

Other Corporate Debt Obligations

The Funds may also invest to varying extents in other corporate debt
obligations, including those described below. Also, all of the Funds may
invest in short-term corporate debt obligations that qualify as money market
instruments.

Floating Rate Obligations. Floating rate securities are generally
offered at an initial interest rate which is at or above prevailing market
rates. The interest rate paid on these securities is then reset periodically
(commonly every 90 days) to an increment over some predetermined interest
rate index. Commonly utilized indices include the three-month Treasury bill
rate, the 180-day Treasury bill rate, the one-month or three-month London
Interbank Offered Rate (LIBOR), the prime rate of a bank, the commercial
paper rates, or the longer-term rates on U.S. Treasury securities.

Variable Rate Demand Notes. Variable rate demand notes are long-term
corporate debt instruments that have variable or floating interest rates and
provide the Fund with the right to tender the security for repurchase at its
stated principal amount plus accrued interest. Such securities typically bear
interest at a rate that is intended to cause the securities to trade at par.
The interest rate may float or be adjusted at regular intervals (ranging from
daily to annually), and is normally based on an interest index or a stated
percentage of a prime rate or another published rate. Many variable rate
demand notes allow the Fund to demand the repurchase of the security on not
more than seven days prior notice. Other notes only permit the Fund to
tender the security at the time of each interest rate adjustment or at other
fixed intervals.

Zero Coupon Securities. Corporate zero coupon securities are:
(i) notes or debentures which do not pay current interest and are issued at
substantial discounts from par value, or (ii) notes or debentures that pay no
current interest until a stated date one or more years into the future, after
which the issuer is obligated to pay interest until maturity, usually at a
higher rate than if interest were payable from the date of issuance.

Investments in Other Mutual Funds

All of the Funds may invest to some extent in the securities of other
open-end registered investment companies ("mutual funds"). Each of the
Aggressive Growth Fund, the Asset Allocation Fund, and the First Lexington
Balanced Fund intends to, and the Taxable Fixed Income Fund may, invest
principally in other mutual funds, and may invest up to 25% of its assets in
any one mutual fund, and up to 100% of its assets in other mutual funds in
general. Each of the other Funds intends to invest incidentally in other
mutual funds and may not invest more than 5% of its total assets in any one
mutual fund, or more than 10% of its total assets in mutual funds in general.
The Funds, considered together, may not invest in more than 3% of the total
outstanding voting securities of any one mutual fund. The foregoing
limitations are not applicable to investment company securities acquired as
part of a merger, consolidation, reorganization or other acquisition.

The Trust believes that investing in other mutual funds will provide the
Funds with opportunities to achieve greater diversification of portfolio
securities and investment techniques than the Funds could achieve by investing
in individual securities. The Funds will invest only in other mutual funds
that do not impose up-front sales loads or deferred sales loads or redemption
fees. However, the Fund may invest in Funds that have 12b-1 plans or
shareholder services plans which permit the funds to pay certain distribution
and other expenses from fund assets. To the extent that a Fund invests in
other mutual funds, the Fund will indirectly bear its proportionate share of
any fees and expenses paid by such funds in addition to the fees and expenses
payable directly by the Fund. Therefore, to the extent that a Fund invests in
other mutual funds, the Fund will incur higher expenses, many of which may be
duplicative. (For example, each of the Aggressive Growth Fund and the Asset
Allocation Fund pays the Adviser a fee of 0.75% of its average net assets to
manage its investment portfolio of other mutual funds, each of which pays its
own investment adviser a fee to manage its own portfolio securities.) In
addition, to the extent that a Fund invests in other mutual funds, the Fund's
shareholders may receive capital gains distributions to a greater extent than
if the shareholder owned the underlying mutual funds directly.

Each Fund will invest only in other mutual funds that have an investment
objective similar to the Fund's, or that otherwise is a permitted investment
under the Fund's investment policies described herein. Nevertheless, the
mutual funds purchased by the Funds likely will have certain investment
policies, and use certain investment practices that are different from those
of the Funds and not described herein. These other policies and practices
may subject the other funds' assets to varying or greater degrees of risk.
The Funds are independent from any of the other mutual funds in which they
invest and have little voice in or control over the investment practices,
policies or decisions of those funds. If a Fund disagrees with those
practices, policies or decisions, it may have no choice other than to
liquidate its investment in that fund, which can entail further losses.
However, a mutual fund is not required to redeem any of its shares owned by
another mutual fund in an amount exceeding 1% of the underlying fund's shares
during any period of less than 30 days. As a result, to the extent that a
Fund owns more than 1% of another mutual fund's shares, the Fund may not be
able to liquidate those shares in the event of adverse market conditions or
other considerations.

Also, the investment advisers of the mutual funds in which a Fund invests
may simultaneously pursue inconsistent or contradictory courses of action. For
example, one fund may be purchasing securities of the same issuer whose
securities are being sold by another fund, with the result that the Fund would
incur an indirect expense without any corresponding investment or economic
benefit.

Asset-Backed Securities

The money market Funds may invest in mortgage-related asset-backed
securities that are considered U.S. government securities. The other Funds may
invest in these and, to varying extents, in other asset-backed securities.
Asset-backed securities are created by the grouping of certain governmental,
government related and private loans, receivables and other lender assets into
pools. Interests in these pools are sold as individual securities. Payments
from the asset pools may be divided into several different tranches of debt
securities, with some tranches entitled to receive regular installments of
principal and interest, other tranches entitled to receive regular
installments of interest, with principal payable at maturity or upon
specified call dates, and other tranches only entitled to receive payments of
principal and accrued interest at maturity or upon specified call dates.
Different tranches of securities will bear different interest rates, which
may be fixed or floating.

Because the loans held in the asset pool often may be prepaid without
penalty or premium, asset-backed securities can be subject to higher
prepayment risks than most other types of debt instruments. Prepayments may
result in a capital loss to the Fund to the extent that the prepaid mortgage
securities were purchased at a market premium over their stated amount.
Conversely, the prepayment of mortgage securities purchased at a market
discount from their stated principal amount will accelerate the recognition
of interest income by the Fund, which would be taxed as ordinary income when
distributed to the shareholders.

The credit characteristics of asset-backed securities also differ in a
number of respects from those of traditional debt securities. The credit
quality of most asset-backed securities depends primarily upon the credit
quality of the assets underlying such securities, how well the entity issuing
the securities is insulated from the credit risk of the originator or any
other affiliated entities, and the amount and quality of any credit
enhancement to such securities.

Foreign Securities

Each Fund may invest in foreign securities, including foreign securities
not publicly traded in the United States. The money market Funds may only
invest in foreign securities that are denominated in U.S. dollars. The
percentage of a Fund's assets that will be allocated to foreign securities
will vary depending on the relative yields of foreign and U.S. securities, the
economies of foreign countries, the condition of such countries' financial
markets, the interest rate climate of such countries and the relationship of
such countries' currency to the U.S. dollar. These factors are judged on the
basis of fundamental economic criteria (e.g., relative inflation levels and
trends, growth rate forecasts, balance of payments status, and economic
policies) as well as technical and political data.

Investments in foreign securities involve special risks that differ from
those associated with investments in domestic securities. The risks
associated with investments in foreign securities apply to securities issued
by foreign corporations and sovereign governments. These risks relate to
political and economic developments abroad, as well as those that result from
the differences between the regulation of domestic securities and issuers and
foreign securities and issuers. These risks may include, but are not limited
to, expropriation and nationalization, confiscatory taxation, reduced levels of
government regulation of securities markets, currency fluctuations
and restrictions on, and costs associated with, the exchange of currencies,
withholding taxes on interest, limitations on the use or transfer of assets,
political or social instability and adverse diplomatic developments. It may
also be more difficult to enforce contractual obligations or obtain court
judgments abroad than would be the case in the United States because of
differences in the legal systems. If the issuer of the debt or the
governmental authorities that control the repayment of the debt may be unable
or unwilling to repay principal or interest when due in accordance with the
terms of such debt, the Fund may have limited legal recourse in the event of
a default. Moreover, individual foreign economies may differ favorably or
unfavorably from the domestic economy in such respects as growth of gross
national product, the rate of inflation, capital reinvestment, resource self-
sufficiency and balance of payments position.

Additional differences exist between investing in foreign and domestic
securities. Examples of such differences include: less publicly available
information about foreign issuers; credit risks associated with certain foreign
governments; the lack of uniform financial accounting standards applicable to
foreign issuers; less readily available market quotations on foreign issues;
the likelihood that securities of foreign issuers may be less liquid or more
volatile; generally higher foreign brokerage commissions; and unreliable mail
service between countries.

To the extent that debt securities purchased by a Fund are denominated in
currencies other than the U.S. dollar, changes in foreign currency exchange
rates will affect the Fund's net asset value; the value of interest earned;
gains and losses realized on the sale of securities; and net investment
income and capital gain, if any, to be distributed to shareholders by the
Fund. If the value of a foreign currency rises against the U.S. dollar, the
value of the Fund's assets denominated in that currency will increase;
correspondingly, if the value of a foreign currency declines against the U.S.
dollar, the value of the Fund's assets denominated in the currency will
decrease.

Foreign Currency Transactions. The Funds (except the money market Funds)
may enter into foreign currency transactions to obtain the necessary
currencies to settle securities transactions. Currency transactions may be
conducted either on a spot or cash basis at prevailing rates or through
forward foreign currency exchange contracts.

The Funds may also enter into foreign currency transactions to protect Fund
assets against adverse changes in foreign currency exchange rates or exchange
control regulations. Such changes could unfavorably affect the value of Fund
assets which are denominated in foreign currencies, such as foreign
securities or funds deposited in foreign banks, as measured in U.S. dollars.
Although foreign currency transactions may be used by the Fund to protect
against a decline in the value of one or more currencies, such efforts may
also limit any potential gain that might result from a relative increase in
the value of such currencies and might, in certain cases, result in losses to
the Fund.

Municipal Securities

The Tax-Free Money Market Fund may invest in short-term municipal
securities that qualify as money market instruments. Municipal securities
are generally issued to finance public works, such as airports, bridges,
highways, housing, hospitals, mass transportation projects, schools, streets,
and water and sewer works. They are also issued to repay outstanding
obligations, to raise funds for general operating expenses, and to make loans
to other public institutions and facilities.

The two principal classifications of municipal securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the payment
of principal and interest. Interest on and principal of revenue bonds,
however, are payable only from the revenue generated by the facility financed
by the bond or other specified sources of revenue. Revenue bonds do not
represent a pledge of credit or create any debt of or charge against the
general revenues of a municipality or public authority.

Municipal securities may carry fixed or floating rates of interest. Most
municipal securities pay interest in arrears on a semiannual or more frequent
basis. However, certain securities, typically known as capital appreciation
bonds or zero coupon bonds, do not provide for any interest payments prior to
maturity. Such securities are normally sold at a discount from their stated
value, or provide for periodic increases in their stated value to reflect a
compounded interest rate. The market value of these securities is also more
sensitive to changes in market interest rates than securities that provide for
current interest payments.

Participation Interests. The Funds may purchase participation interests
from financial institutions such as commercial banks, savings and loan
associations and insurance companies. These participation interests give the
Fund an undivided interest in one or more underlying municipal securities.
The financial institutions from which the Fund purchases participation
interests frequently provide or obtain irrevocable letters of credit or
guarantees to attempt to assure that the participation interests are of high
quality. These typically give the Fund the right to demand payment of the
principal amounts of the participation interests plus accrued interest on
short notice (usually within seven days).

Municipal Leases. Municipal leases are obligations issued by state and
local governments or authorities to finance the acquisition of equipment and
facilities. They may take the form of a lease, an installment purchase
contract, a conditional sales contract or a participation certificate of any
of the above.

Industrial Development Bonds. Industrial development bonds are issued by
or on behalf of public authorities to provide financing aid to acquire sites or
construct and equip facilities for privately or publicly owned corporations.
The availability of this financing encourages these corporations to locate
within the sponsoring communities and thereby increases local employment.
Industrial development bonds do not represent a pledge of credit or create
any debt of municipality or a public authority, and no taxes may be levied
for payment of principal or interest on these bonds. The principal and
interest is payable solely out of monies generated by the entities using or
purchasing the sites or facilities. These bonds will be considered municipal
securities if the interest paid on them, in the opinion of bond counsel, is
exempt from federal regular income tax.

Tax-Exempt Commercial Paper. Issues of commercial paper typically
represent short-term, unsecured, negotiable promissory notes. These
obligations are issued by state and local governments and their agencies to
finance working capital needs of municipalities or to provide interim
construction financing and are paid from general revenues of municipalities or
are refinanced with long-term debt. In most cases, tax-exempt commercial
paper is backed by letters of credit, lending agreements, note repurchase
agreements or other credit facility agreements offered by banks or other
institutions.

Zero Coupon and Capital Appreciation Bonds. Zero coupon and capital
appreciation bonds are debt securities issued or sold at a discount from their
face value and which do not entitle the holder to any periodic payment of
interest prior to maturity or a specified redemption date (or cash payment
date). The amount of the discount varies depending on the time remaining until
maturity or cash payment date, prevailing interest rates, the liquidity of the
security and the perceived credit quality of the issuer. These securities
also may take the form of debt securities that have been stripped of their
unmatured interest coupons, the coupons themselves or receipts or
certificates representing interest in such stripped debt obligations or
coupons. Discount with respect to stripped tax-exempt securities or their
coupons may be taxable. The market prices of capital appreciation bonds
generally are more volatile than the market prices of interest bearing
securities and are likely to respond to a greater degree to changes in
interest rates than interest bearing securities having similar maturities and
credit quality.

U.S. Government Securities

All of the Funds may invest in U.S. government securities. These
securities are either issued or guaranteed by the U.S. government, its
agencies or instrumentalities. The government securities in which the Fund
may invest are backed in a variety of ways by the U.S. government or its
agencies or instrumentalities. Some of these securities, such as Government
National Mortgage Association ("GNMA") mortgage-backed securities, are
backed by the full faith and credit of the U.S. government. Other securities,
such as obligations of the Federal National Mortgage Association ("FNMA") or
Federal Home Loan Mortgage Corporation ("FHLMC"), are backed by the credit of
the agency or instrumentality issuing the obligations but not the full faith
and credit of the U.S. government. No assurances can be given that the U.S.
government will provide financial support to these other agencies or
instrumentalities, because it is not obligated to do so.

Bank Instruments

All of the Funds may invest in time deposits (including savings deposits
and certificates of deposit), deposit notes and bankers acceptances in
commercial banks or savings associations whose accounts are insured by the
Federal Deposit Insurance Corporation ("FDIC"), including certificates of
deposit issued by and other time deposits in foreign branches of FDIC insured
financial institutions or who have at least $100 million in capital. These
instruments may also include Eurodollar Certificates of Deposit ("ECDs"),
Yankee Certificates of Deposit ("Yankee Cds") and Eurodollar Time Deposits
("ETDs"). The banks issuing these instruments are not necessarily subject to
the same regulatory requirements that apply to domestic banks, such as
reserve requirements, loan requirements, loan limitations, examinations,
accounting, auditing, and record keeping and the public availability of
information.

Repurchase Agreements

All of the Funds may invest in repurchase agreements related to eligible
securities. Repurchase agreements are arrangements in which banks,
broker/dealers, and other recognized financial institutions sell U.S.
government securities or other securities to the Fund and agree at the time
of sale to repurchase them at a mutually agreed upon time and price. Under
the Investment Company Act of 1940, a repurchase agreement is deemed to be
a loan collateralized by the underlying securities. To the extent that the
original seller does not repurchase the securities from the Fund, the Fund
could receive less than the repurchase price on any sale of such securities.

Selling Securities Short

The Starwood Strategic Fund may sell securities short. The Fund will
effect short sales when it is believed that the price of a particular
security will decline. A short sale involves the sale of a security which
the Fund does not own in the hope of purchasing the same security at a later
date at a lower price. To make delivery to the buyer, the Fund must borrow
the security, and the Fund is obligated to return the security to the lender,
which is accomplished by a later purchase of the security by the Fund.

When the Fund makes a short sale, it must deposit with the lender or
maintain in a segregated account cash or government securities to collateralize
its obligation to replace the borrowed securities which have been sold. The
Fund may sell securities short only to the extent that would cause the amounts
on deposit or segregated to equal 25% of the value of its total assets.

The Fund will incur a loss as a result of a short sale if the price of the
security increases between the date of the short sale and the date on which the
Fund purchases the security to replace the borrowed security. The Fund will
realize a gain if the security declines in price between those dates. The
amount of any gain will be decreased and the amount of any loss increased by
any premium or interest the Fund may be required to pay in connection with a
short sale.

When-Issued and Delayed Delivery Transactions

The Funds may purchase securities on a when-issued or delayed delivery
basis. These transactions are arrangements in which a Fund purchases
securities with payment and delivery scheduled for a future time. Prior to
such delivery, no income on the securities accrues to the Fund. In when-
issued and delayed delivery transactions, the Fund relies on the seller to
complete the transaction. The seller's failure to complete the transaction
may cause the Fund to miss a price or yield considered to be advantageous.

Demand Features

The Funds that invest in debt securities may acquire securities that are
subject to puts and standby commitments ("demand features") to purchase the
securities at their principal amount (usually with accrued interest) within a
fixed period following a demand by the Fund. The demand feature may be
issued by the issuer of the underlying securities, a dealer in the securities
or by another third party, and may not be transferred separately from the
underlying security. The Fund uses these arrangements to provide the Fund
with liquidity and not to protect against changes in the market value of the
underlying securities. The bankruptcy, receivership or default by the issuer
of the demand feature, or a default on the underlying security or other event
that terminates the demand feature before its exercise, will adversely affect
the liquidity of the underlying security. Demand features that are
exercisable even after a payment default on the underlying security are
treated as a form of credit enhancement.

Options Transactions

Each of the Funds (except the Taxable Money Market Fund and the
Tax-Free Money Market Fund) may attempt to hedge all or a portion of its
portfolio by buying put options on portfolio securities. These Funds also may
also write covered call options on portfolio securities to attempt to increase
current income. Each Fund may write covered call options and secured
put options on up to 25% of its net assets and may purchase put and call
options provided that no more than 5% of the fair market value of its net
assets may be invested in premiums on such options.

A call option gives the purchaser the right to buy, and the writer the
obligation to sell, the underlying currency, security or other asset at the
exercise price during the option period. A put option gives the purchaser
the right to sell, and the writer the obligation to buy, the underlying
currency, security or other asset at the exercise price during the option
period. The writer of a covered call owns assets that are acceptable for
escrow and the writer of a secured put invests an amount not less than the
exercise price in eligible assets to the extent that it is obligated as a
writer. If a call written by a Fund is exercised, the Fund forgoes any
possible profit from an increase in the market price of the underlying asset
over the exercise price plus the premium received. In writing puts, there is
a risk that the Fund may be required to take delivery of the underlying asset
at a disadvantageous price.

Over-the-counter options ("OTC options") differ from exchange traded
options in several respects. They are transacted directly with dealers and not
with a clearing corporation, and there is a risk of nonperformance by the
dealer as a result of the insolvency of such dealer or otherwise, in which
event the fund may experience material losses. However, in writing options
the premium is paid in advance by the dealer, OTC options, which may not be
continuously liquid, are available for a greater variety of assets, and a
wider range of expiration dates and exercise prices, than are exchange traded
options. The Fund intends to treat OTC options as illiquid securities.

Temporary Investments

All of the Funds may invest temporarily in cash or short-term money market
instruments during times of unusual market conditions for defensive purposes,
without limitation. These temporary investments may include the instruments
described above under "The Taxable Money Market Fund". The Funds may
also invest in these instruments temporarily to maintain liquidity in
anticipation of favorable investment opportunities. Under normal market
conditions, the Funds (other than the money market Funds) will limit their
temporary investments for liquidity purposes to no more than 20% of the value
of their total assets.

Borrowing

The Starwood Strategic Fund is permitted to borrow money up to one-third
of the value of total assets (including the amount borrowed), and pledge up
to 15% of the value of those assets to secure such borrowings, for the
purpose of investment. The other Funds may borrow to that extent for
temporary or emergency purposes. Borrowing for the purpose of investment is
a speculative technique that increases both investment opportunity and
Starwood's ability to achieve greater diversification of the Fund's
portfolio. However, it also increases investment risk. Because the Fund's
investments will fluctuate in value, whereas the interest obligations on
borrowed funds may be fixed, during times of borrowing, the Fund's net asset
value may tend to increase more when its investments increase in value, and
decrease more when its investments decrease in value. In addition, interest
costs on borrowings may fluctuate with changing market interest rates and may
partially offset or exceed the return earned on the borrowed funds. Also,
during times of borrowing under adverse market conditions, the Fund might
have to sell portfolio securities to meet interest or principal payments at a
time when fundamental investment considerations would not favor such sales.

General

In order to generate additional income, each Fund may lend portfolio
securities on a short-term or a long-term basis up to 5% of the value of its
total assets to broker/dealers, banks, or other institutional borrowers of
securities. Each Fund may invest up to 5% of its assets in reverse repurchase
agreements, restricted securities and demand notes and credit facilities.

Portfolio Turnover

Each Fund may trade or dispose of portfolio securities as considered
necessary to meet its investment objective. Each of the Funds intends to make
investments based on long-term investment considerations as opposed to
short-term trading. However, each Fund may take advantage of opportunities
for short-term profits as they arise. Higher portfolio turnover results in
increased Fund expenses, including brokerage commissions, dealer mark-ups
and other transaction costs on the sale of securities and on the reinvestment
in other securities, and results in the acceleration of realization of capital
gains or losses for tax purposes. The Funds cannot accurately predict their
portfolio turnover rates, but it is anticipated that each Fund's annual
turnover rate generally will not exceed 100% (excluding the money market
Funds, which must invest in short-term instruments). Each Fund intends to
comply with the short-term trading restrictions of Subchapter M of the
Internal Revenue Code of 1986, as amended, which could inhibit a rapid change
in a Fund's investments.

NET ASSET VALUE

The net asset value per share will fluctuate for each Fund other than the
Taxable Money Market Fund and the Tax-Free Money Market Fund. The
portfolio securities of the two money market Funds are valued utilizing the
amortized cost method of valuation, which normally approximates market
value, and which is intended to result in a constant net asset value of $1.00
per share. Although every effort is made to maintain the net asset value of
the money market Funds at $1.00 per share, there can be no assurance that this
constant net asset value will be maintained at all times. For example, in the
event of rapid and sharp increases in current interest rates, a national
credit crisis, or a default by one or more of the issuers of a money market
Fund's portfolio securities, then it is possible that a money market Fund's
net asset value could decline below $1.00 per share.

HOW TO BUY SHARES

Shares of the Funds are sold each day the New York Stock Exchange is open
at the applicable Fund's net asset value per share next calculated after
receipt of the purchase order in proper form. The Trust reserves the right
to reject any purchase request.

Minimum Investment

The minimum initial investment in each Fund is $l,000, except an IRA
for which the minimum initial investment is $500. Former shareholders of the
Unified family of funds, or the Quest funds which acquired the Unified family
of funds, may open an account with less than the required minimum. However,
they are subject to a one-time $4.50 administrative charge to establish the
account. The minimum investment may also be waived for certain other types of
retirement accounts and direct deposit accounts. Subsequent investments may be
made in amounts of at least $100, except for an IRA, which must be in amounts
of at least $50. Minimum investments for certain other types of retirement
accounts and direct deposit accounts may be different. See "Shareholder
Services."

Opening An Account

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

By Mail. To open a new account by mail:

Complete and sign the account application. (Be sure to specify the
name of the Fund(s) in which an investment is made.)

Enclose a check payable to each Fund specified in the application.

Mail the application and the check to the Transfer Agent at the
following address: The Vintage Funds, c/o Unified Advisers, Inc.,
P.O. Box 6110, Indianapolis, Indiana 46206-6110.

By Wire. To open a new account (or to open an additional account in a
different Fund) by wire, call the Transfer Agent at 1-800-408-4682. A
representative will assist you to obtain an account application by telecopy (or
mail), which must be completed, signed and telecopied (or mailed) to the
Transfer Agent before payment by wire may be made. Then, request your
financial institution to wire immediately available funds to:

Star Bank, N.A.
ABA # 04-20000-13
Attention: Name of Fund (see below)
Number of Fund (see below)
Credit Account # ________ (see below)

The applicable Fund and account numbers are as follows:

Fund Name Fund Number Account Number

Starwood Strategic Fund 20 483616744
Aggressive Growth Fund 21 483616751
Laidlaw Fund 23 483616769
Asset Allocation Fund 24 483616777
Taxable Fixed Income Fund 25 483616785
First Lexington Balanced Fund 26 483616793
Taxable Money Market Fund 30 483616819
Tax-Free Money Market Fund 31 483616827

The order is considered received when Star Bank, N.A., the Trust's
custodian, receives payment by wire. However, 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. The Trust will
not permit redemptions until the Transfer Agent receives the application in
proper form. 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, except for an IRA, which must be in
amounts of at least $50. Additional purchases may be made:

By sending a check, made payable to the applicable Fund, to The
Vintage Funds, [Name of Fund], P.O. Box 640689, Cincinnati, Ohio
45264-0689. The Trust will charge a $15 fee against a shareholder's
account for any check returned for insufficient funds. The
shareholder also will be responsible for any losses suffered by the
Trust as a result.

By wire to the applicable Fund account as described above under
"Opening an Account -- By Wire". Shareholders should call the
Transfer Agent at 1-800-408-4682 before wiring funds.

By electronic funds transfer from a financial institution through the
Automated Clearing House ("ACH"), as described below.

By telephone order, as described below.

By Automated Clearing House (ACH). Once an account is open, shares
may be purchased or redeemed through ACH in minimum amounts of $100.
ACH is the electronic transfer of funds directly between an account with a
financial institution and the applicable Fund. 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 at 1-800-408-4682. Allow at least two weeks for
preparation before using ACH. To order a purchase or redemption by ACH,
call the Transfer Agent at 1-800-408-4682. 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.

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 Telephone Order. Once an account is open, shares of a non-money market
Fund may be purchased at a certain day's price by calling the Transfer Agent
at 1-800-408-4682, 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 cancelled and the shareholder 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 P.O. Box address herein, but must be mailed
to the Transfer Agent at Unified Advisers, Inc., 429 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.

DIVIDENDS AND DISTRIBUTIONS

The Starwood Strategic Fund, the Aggressive Growth Fund, the Asset
Allocation Fund, the Laidlaw Fund and the First Lexington Balanced Fund declare
and pay dividends on a quarterly basis. The Taxable Fixed Income Fund
declares and pays dividends on a monthly basis. The Taxable Money Market
Fund and The Tax-Free Money Market Fund declare and pay dividends on a daily
basis.

The Funds make distributions of any net realized long-term capital gains at
least once every twelve months. 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. If cash payments are requested with respect to
either of the money market Funds, daily dividends will accumulate and be paid
at the end of each month, as requested in writing. All shareholders on the
record date are entitled to the dividend.

If an order for shares is received on a business day prior to receipt of
wire payment, shares purchased by wire begin earning dividends on the
business day wire payment is received by the Transfer Agent. If the order
for shares and payment by wire are received on the same day, shares begin
earning dividends on the next business day. Shares purchased by check begin
earning dividends on the business day after the check is converted into
federal funds. Shares earn dividends through the business day that proper
written redemption instructions are received by the Transfer Agent. Certain
transactions in the money market Funds are treated differently, as described
below.

Timing of Certain Money Market Fund Transactions

The money market Funds have two transaction times each day, at 12:00
noon (Eastern time) and the close of regular trading on the New York Stock
Exchange (currently 4:00 p.m., Eastern time). New investments represented by
federal funds or bank wires received by the Custodian prior to 12:00 noon are
paid the full dividend for that day; such investments received after 12:00 noon
do not begin to receive daily dividends until the next day. Redemption
orders received prior to 12:00 noon are effected at 12:00 noon, and the
redemption proceeds are normally available that day. Redemption orders
received after 12:00 noon are effected at the close of regular trading on the
New York Stock Exchange, and the redemption proceeds are normally remitted
the next business day. Redemption orders received at any time during a day
do not earn that day's dividend.

EXCHANGE PRIVILEGE

Shares of any Fund may be exchanged for shares of any other Fund at net
asset value, without any additional charges. The shares exchanges must have
been registered in the shareholder's name for at least five days prior to the
exchange request, and must have a net asset value which at least meets the
minimum investment required for the Fund into which the exchange is being
made.

Exchange requests may be made by telephone or in writing. Exchanges will
be effected at the respective net asset values per share of the Funds involved,
next determined after the exchange request is received in proper form. If an
exchange request is received by the Transfer Agent in proper form on a Trust
business day before the close of regular trading on the New York Stock
Exchange (currently 4:00 p.m., Eastern time), the exchange will be effected
that day. An exchange of shares purchased by check will be delayed until the
check has been converted into federal funds and redemption proceeds are
available for purchase of the newly acquired shares, which could take up to
15 days.

By Telephone. Exchange requests may be made by telephone by calling the
Transfer Agent at 1-800-408-4682. Exchange requests made by telephone will
be effected only if (1) the shareholder's existing account has authorized
telephone redemption privileges (see "How to Redeem Shares -- By Telephone"
below) and (2) no account information will change as a result of the exchange.
The Transfer Agent requires personal identification before accepting
any exchange request by telephone, and telephone exchange requests may be
recorded.

By Mail or Telecopy. Exchange requests made in writing should be sent
to The Vintage Funds c/o Unified Advisers, Inc., P.O. Box 6110, Indianapolis,
Indiana 46206-6110. A written request to exchange shares having a net asset
value of less than $5,000 may be sent by telecopy, by first calling the
Transfer Agent at 1-800-408-4682. Regardless of whether the request is sent
by mail or by telecopy, the request must be signed exactly as the
shareholder's name appears on the Trust's account records. If the shares to
be exchanged have a net asset value of $5,000 or more, the request must be
mailed, and all signatures must be properly guaranteed as described below
under "How to Redeem Shares -- Signatures." If shares are to be exchanged
into a new account registered in a different name, or if any account
information will change as a result of the exchange, a separate account
application must be received by the Transfer Agent by mail before the
exchange may be effected.

The exchange privilege is designed to accommodate changes in shareholder
investment objectives. It is not designed for frequent trading in response to
short-term market fluctuations. Accordingly, the Trust reserves the right to
limit a shareholder's use of the exchange privilege. The exchange privilege
may be modified or terminated at any time.

Any exchange involves a redemption of shares of one Fund and an
investment of the redemption proceeds in shares of another Fund. Before
requesting an exchange, a shareholder should read carefully the parts of this
Prospectus describing the Fund into which the exchange will be made. Also, an
exchange is treated for federal income tax purposes as a sale of the shares
given in exchange, and the shareholder may realize a taxable gain or loss on
the exchange.

HOW TO REDEEM SHARES

Shares of each Fund may be redeemed on any day on which the Fund
computes it 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 may by mail or by telephone.

By Mail. A shareholder may redeem shares by mailing a written request to
The Vintage Funds, c/o Unified Advisers, 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. 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
Trust, 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 Exchange; 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 Trust may elect in the future to
limit eligible signature guarantors to institutions that are members of a
signature guarantee program. The Trust and its Transfer Agent reserve the
right to amend these standards at any time without notice.

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 Telephone. You may also redeem shares by telephone by calling the
Transfer Agent at 1-800-408-4682. 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 at 1-800-408-4682.

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. Shareholders 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 Trust, it may be
liable for losses due to unauthorized or fraudulent telephone instructions.
In the event of drastic economic or market changes, a shareholder may
experience difficulty in redeeming by telephone. If such a case should
occur, redemption by mail should be considered.

Receiving Payment

The Trust 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 days.

Check Writing (Money Market Funds Only)

Under the Funds' check writing service, shareholders of the Taxable Money
Market Fund or the Tax-Free Money Market Fund may write checks payable to
any payee in any amount of $250 or more. There is no check writing privilege
for the non-money market Funds. A shareholder with check writing privileges
may present for payment three checks per month free of charge; additional
checks will result in a charge of $0.30 per check. Daily dividends will
continue to accrue on the shares redeemed by check until the day the check is
presented for payment.

The Check Writing Privileges section of the account application must be
completed in order to initiate check writing privileges. For existing
accounts, check writing privileges may be initiated by sending a written
request to the Transfer Agent with all signatures guaranteed. A book of
checks will be sent to the shareholder of record upon the Transfer Agent's
receipt of the request.

A check should not be used to close out an account with the Fund because
the balance of the account will continue to increase by the amount of daily
dividends until the check is presented for payment. The Transfer Agent may
impose a charge for checks returned unpaid for insufficient funds or for
effecting stop-payment instructions.

Minimum Account Balance

Due to the high cost of maintaining accounts with low balances, the Trust
may involuntarily redeem Shares in any account, and pay the proceeds to the
shareholder, if the account balance falls below a required minimum value of
$1,000 ($500 for an IRA) due to shareholder redemptions. This requirement
does not apply, however, if the balance falls below the minimum because of
changes in a Fund's net asset value. Before shares are redeemed to close an
account, the shareholder is notified in writing and allowed 30 days to purchase
additional Shares to meet the minimum requirement. The Transfer Agent reserves
the right and may charge shareholders an administrative fee to cover the cost
of maintaining and properly servicing lost accounts and accounts with
balances below the required minimums.

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
Funds are mailed to shareholders semi-annually. After the end of each year,
shareholders receive a statement of all their transactions for the year.

The Trust provides a number of plans and services to meet the special needs
of certain investors, including (1) an automatic investment plan, (2) a payroll
deduction plan, (3) a systematic withdrawal plan to provide monthly payments,
(4) retirement plans such as IRA and 403(b), and (5) corporate pension and
profit sharing plans, including a 401(k) plan. Brochures describing these
plans and related charges and account applications are available from the
Transfer Agent by calling 1-800-408-4682.

THE TRUST AND ITS MANAGEMENT

The Trust is an Indiana business trust authorized to offer separate
classes and sub-classes of shares of beneficial interest. At the date of
this Prospectus, the Trust has established each of the eight Funds described
herein as a separate class of its shares. The Trust's offices are at 429
North Pennsylvania Street, Indianapolis, Indiana 46204. The business affairs
of the Trust are under the direction of its Board of Trustees.

Investment Advisory Arrangements

Investment Adviser. Vintage Advisers, Inc., 429 North Pennsylvania
Street, Indianapolis, Indiana 46204, serves as the Trust's investment adviser
(the "Adviser"). The Adviser supervises and assists in the management of the
Funds under an Investment Advisory Agreement between the Adviser and the
Trust, subject to the overall authority of the Board of Trustees. The Adviser
also is responsible for monitoring and evaluating the performance of
each Sub-Adviser, as described below.

The Adviser was organized in December 1994 and is a registered investment
adviser. It has no prior operating history and does not act as the investment
adviser to any other investment companies. The Adviser is controlled by
Timothy L. Ashburn and Jack R. Orben, each of whom owns of record 25% of
its voting securities. The remainder of the Adviser's voting securities are
owned of record by a management retention plan for the benefit of Messrs.
Ashburn and Orben and certain other individuals. Messrs. Ashburn and Orben
control the voting of the shares owned by that plan. They, together with the
other directors and officers of the Adviser, have substantial experience in the
investment counsel and mutual fund industries. Each of the portfolio
managers named below under "Portfolio Managers' Backgrounds" is a director
or officer of the Adviser. Messrs. Ashburn and Orben are members of the
Trust's Board of Trustees.

The Adviser has notified the Trust that, in the event of an initial public
offering of the Adviser's voting securities, the Adviser may offer the first
opportunity to purchase such securities to persons who are then shareholders of
the Funds. However, there can be no assurance that the Adviser will ever offer
its voting securities to the public.

Sub-Advisers. The Adviser has entered into Sub-Advisory Agreements with
Starwood Corporation and Fiduciary Counsel, Inc. to manage the investment
portfolios of certain of the Funds. Both are controlled by Associated Family
Services, Inc. ("AFS"), and are located at 40 Wall Street, New York, New
York. Jack R. Orben owns 33% of the outstanding voting securities of
AFS.

Starwood Corporation is the sub-adviser of the Starwood Strategic Fund.
Originated in 1932, Starwood Corporation is a registered investment adviser
that manages approximately $30 million in assets. It does not act as the
investment adviser to any other investment companies.

Fiduciary Counsel, Inc. is the sub-adviser to each of the Laidlaw Fund, the
Taxable Money Market Fund and the Tax-Free Money Market Fund. Formed
in 1931, Fiduciary Counsel is a registered investment adviser that manages
approximately $450 million in assets. It does not act as the investment
adviser to any other investment companies. To assist Fiduciary Counsel, Inc.
in the selection of socially conscious companies in which the Laidlaw Fund
might invest, Fiduciary Counsel, Inc. has entered into a consulting agreement
with Laidlaw Holdings Asset Management, Inc. ("Laidlaw"). Laidlaw's duties
include the preparation of a recommended list of socially conscious companies,
investment in which would be consistent with the socially responsible
investment policy of the Laidlaw Fund. Laidlaw does not provide investment
advisory services to the Fund. The consulting fee is paid directly by the
sub-adviser from its own assets and is not an expense of the Fund.

The Adviser has entered into a Sub-Advisory Agreement with Health
Financial, Inc., 3320 Tates Cree Road, #101, Lexington, Kentucky 40502 to serve
as the sub-adviser of the First Lexington Balanced Fund. Health Financial,
Inc., founded by Dr. Gregory W. Kasten in 1984, is a registered investment
adviser that primarily serves physicians and private pension plans. Dr. Kasten
is the sole shareholder of Health Financial, Inc. This sub-adviser currently
manages approximately $255 million in assets, including the assets held by
First Lexington Trust Company, a regulated trust company that provides
pension trust and charitable gift investment management. Health Financial,
Inc. does not act as investment adviser to any other investment companies.

Portfolio Managers' Backgrounds

Starwood Strategic Fund. Andrew E. Beer has been the Fund's portfolio
manager since its inception. Mr. Beer has been the President and Director of
Starwood Corporation since 1984.

Aggressive Growth Fund and Asset Allocation Fund. Timothy L.
Ashburn and Lynn E. Wood have been Funds' portfolio managers since their
inception. Mr. Ashburn is the Chairman of the Board and President of the
Adviser. Also, since December 1989, he has been the Chairman of the Board of
the Distributor and the Transfer Agent. From July 1991 to April 1994, he also
was the Trust Division Manager and Senior Trust Officer of Vine Street Trust
Company, Lexington, Kentucky. Mr. Wood is the Executive Vice President and
Chief Operating Officer and a Director of the Adviser. Since July 1993, he has
been the President and Chief Operating Officer of the Distributor and the
Transfer Agent. Prior to then, he was Vice President and Managing Director of
the Distributor.

Laidlaw Fund, Taxable Money Market Fund and Tax-Free Money Market Fund.
Jack R. Orben is the Funds' portfolio manager. Mr. Orben has been the
Chairman of Fiduciary Counsel since 1979. Prior to that time, he was
President of Orben & Associates, Inc., an investment consultant to bank
trust departments. Since 1979, Mr. Orben has been a member of Fiduciary
Counsel's Investment Policy Committee and Chairman of its Executive
Committee. Mr. Orben graduated from Tufts University in 1960, and has nearly
25 years of investment experience.

The First Lexington Balanced Fund. Dr. Gregory W. Kasten began managing
the Fund's portfolio in January 1990. Dr. Kasten has served as president of
Health Financial, Inc., the Fund's sub-Adviser, since 1986. Prior to 1994, Dr.
Kasten practiced medicine with Anesthesia Associates, PSC, Lexington, Kentucky.
Dr. Kasten has completed the two year program from the Denver College of
Financial Planning and is a Certified Financial Planner. Dr. Kasten has also
completed the two year program from the American Society of Pension Actuaries,
and he received from that program the Certificate of Pension Consultant
designation. In 1990, he received his M.B.A. in Finance from the University of
Kentucky.

Advisory Fees

Each Fund pays the Adviser an annual advisory fee, payable monthly,
based on its average daily net assets. The fee is equal to 0.75% of the Fund's
average daily net assets for the Starwood Strategic Fund, the Aggressive
Growth Fund, the Laidlaw Fund and the Asset Allocation Fund. The fee is
equal to 0.50% of the Fund's average daily net assets for the Taxable Fixed
Income Fund, the First Lexington Balance Fund, the Taxable Money Market Fund
and the Tax-Free Money Market Fund. These fees are similar to those for
other mutual funds with similar investment objectives, but may be higher than
fees paid by other mutual funds with different investment objectives. The
Adviser has agreed to voluntarily waive some or all of its fees, but may
terminate this voluntary waiver with respect to any Fund at any time at its
sole discretion. The Adviser has also undertaken to reimburse each Fund for
operating expenses in excess of limitations established by certain states.

The Adviser pays each Sub-Adviser an annual fee for its services in
managing the portfolios of certain of the Funds. These fees are paid
directly by the Adviser from its own assets and are not an expense of the
Funds. The Funds themselves pay no fees to the Sub-Advisers. The sub-
advisory fees are payable monthly, with respect to the applicable Fund's
average daily net assets. For the Starwood Strategic Fund and the Laidlaw
Fund, the sub-advisory fee is equal to 0.35% of the Fund's net assets up to
$250 million; 0.30% of the next $250 million of net assets; and 0.25% of net
assets in excess of $500 million. For the Taxable Fixed Income Fund, the
sub-advisory fee is equal to 0.30% of the Fund's net assets up to $500
million; and 0.25% of net assets in excess of $500 million. For the First
Lexington Balanced Fund, the sub-advisory fee is equal to 0.40% of the Fund's
net assets up to $250 million; 0.35% of the next $250 million of net assets;
and 0.30% of net assets in excess of $500 million. For the Taxable Money
Market Fund and the Tax-Free Money Market Fund, the sub-advisory fee is equal
to 0.07% of the Fund's net assets up to $1 billion; and 0.05% of net assets
in excess of $1 billion.

Distribution Services

Distributor. Unified Management Corporation (the "Distributor"), 429
North Pennsylvania Street, Indianapolis, Indiana 46024, acts as each Fund's
distributor pursuant to a Distribution Agreement with the Trust. The
distributor is a subsidiary of Unified Holdings, Inc.

Distribution Plan. Under a Distribution Plan adopted with respect to each
Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, the
Trust pays the Distributor an annual fee, payable monthly, of up to 0.10% of
each Fund's average daily net assets. The Distributor is entitled to retain
all of this distribution fee to reimburse the Distributor for payments made
or expenses incurred for distribution of Fund shares, including those
incurred in connection with preparing and distributing sales literature and
advertising, preparing, printing and distributing prospectuses and statements
of additional information used for other than regulatory purposes or
distribution to existing shareholders, implementing and operating the
Distribution Plan, and compensating third parties for their distribution
services. The Distributor may select financial institutions such as banks,
custodians, investment advisers and broker/dealers to provide sales support
services as agents for their clients or customers.

The Distribution Plan is a compensation-type plan. Therefore, the amounts
payable to the Distributor during any year may be more or less than actual
expenses incurred by the Distributor during such year. No amount payable or
credit due pursuant to the Distribution Plan for any fiscal year may be carried
over for payment or utilized as a credit, as the case may be, beyond the end of
the year, unless authorized by the Trust's Board of Trustees. However, the
Distributor may be able to recover such amounts or may earn a profit from
future payments made by the Trust under the Distribution Plan.

Administration of the Trust

Administrator. Unified Advisers, Inc., 429 North Pennsylvania St.,
Indianapolis, Indiana 46204, serves as the Trust's administrator (the
"Administrator"). Pursuant to a Mutual Fund Services Agreement with the
Trust, the Administrator provides certain administrative personnel and services
(including administration, transfer agency and fund accounting services)
necessary to operate the Funds. For its services, the Administrator receives
an annual fee, payable monthly, from each Fund based on its average daily net
assets. The fee is equal to 0.435% of the Fund's average daily net assets for
all of the Funds, other than the First Lexington Balanced Fund, the Taxable
Money Market Fund and the Tax-Free Money Market Fund for which the fee is equal
to 0.185% of the Fund's average daily net assets.

Shareholder Services Plan. The Trust has adopted a Shareholder Services
Plan (the "Service Plan") with respect to each Fund, which is administered by
the Administrator. Under the Service Plan, financial institutions, including
brokers, may enter into shareholder service agreements with the Trust to
provide administrative support services to their clients or customers who from
time to time may be owners of record or beneficial owners of the shares of one
or more of the Funds. In return for providing these support services, a
financial institution may receive payments from the Fund at a rate not
exceeding 0.15% of the average daily net assets of the shares beneficially
owned by the financial institution's clients or customers for whom it is
holder of record or with whom it has a servicing relationship. These
administrative services may include, but are not limited to, the provision of
personal services and maintenance of shareholder accounts.

The Glass-Steagall Act limits the ability of a depository institution
(such as a commercial bank or a savings and loan association) to become an
underwriter or distributor of securities. In the event the Glass-Steagall
Act is deemed to prohibit depository institutions from acting in the
capacities described above or should Congress relax current restrictions on
depository institutions, the Board of Trustees will consider appropriate
changes in the services. State securities laws governing the ability of
depository institutions to act as underwriters or distributors of securities
may differ from interpretations given to the Glass-Steagall Act and,
therefore, banks and financial institutions may be required to register as
dealers pursuant to state law.

Other Arrangements. The Adviser, the Distributor or the Administrator may,
from their respective fees, also pay brokers or financial institutions a fee
based upon the net asset value of the Fund shares beneficially owned by the
broker's or financial institution's clients or customers. This fee is in
addition to amounts paid under the Distribution Plan or the Services Plan.
These payments will be made directly by the Adviser, the Distributor or the
Administrator from their own assets, will not be made from the assets of the
Funds and are not an additional expense of the Funds.

From time to time the Distributor will purchase Fund shares on behalf of
its clients and will be entitled to receive 12b-1 fees, shareholder servicing
fees and other administrative fees described herein to the same extent as any
other broker or financial institution.

Transfer Agent, Fund Accounting Agent and Custodian

Unified Advisers, Inc., P.O. Box 6110, Indianapolis, Indiana 46206-6110,
acts as the Trust's transfer agent (the "Transfer Agent") and fund accounting
agent.

Star Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45201, acts as the
Trust's custodian. General correspondence to the custodian should be
addressed to Star Bank, N.A., P.O. Box 1038, Location 6118, Cincinnati, Ohio
45201. Share purchase orders mailed directly to the custodian (See "How to
Buy Shares -- Subsequent Investments") should be addressed to The Vintage
Funds, [Name of Applicable Fund], P.O. Box 640689, Cincinnati, Ohio
45264-0689.

Portfolio Transactions

The Adviser and Sub-Advisers select the firms that effect brokerage
transactions for their respective Funds, subject to the overall direction and
review of Adviser and the Board of Trustees. The initial criterion that must
be met by the Adviser and Sub-Advisers in selecting brokers and dealers is
whether the firm can obtain the most favorable combination of price and
execution for the transaction. This does not mean that the execution
decision must be based solely on whether the lowest possible commission costs
may be obtained. In seeking the best combination of price and execution, the
Adviser and Sub-Advisers evaluate the execution capability of the firms and
the services they provide, including their general execution capability,
reliability and integrity, willingness to take positions in securities, and
general operational and financial condition.

Subject to this primary objective, the Advisers and Sub-Advisers may select
for brokerage transactions those firms which furnish brokerage and research
services to the Funds, the Adviser or the Sub-Advisers. The Adviser and
Sub-Advisers may also give consideration to firms that have sold Fund shares.
The Board of Trustees has authorized the Funds to pay brokerage commissions
to firms that are affiliated with the Adviser or the Sub-Advisers, subject to
the foregoing criteria.

Expenses

Each Fund pays, except to the extent specifically assumed by others, all
expenses incurred in its operations, and a portion of the Trust's general
administrative expenses are allocated to the Funds either on the basis of their
relative net assets, on the basis of special needs of any Fund, or equally as
is deemed appropriate. The expenses borne by a Fund include: organizational
costs, taxes, interest, brokerage fees and commissions, fees of Trustees,
state and federal registration fees, advisory and administrative fees,
distribution and shareholder servicing fees, charges of custodians, transfer
and dividend disbursing agent's fees, certain insurance premiums, industry
association fees, auditing and legal expenses, costs attributable to investor
services (including, without limitation, telephone and personnel expenses),
costs of calculating the net asset value of the Fund's shares, costs of
shareholders' reports and meetings, costs of preparing and printing prospectuses
and statements of additional information for regulatory purposes and for
distribution to existing shareholders, and any extraordinary expenses.

"V.O.I.C.E."
(VISION FOR ON-GOING INVESTMENTS IN CHARITY AND
EDUCATION)

The Adviser has established The Vintage Funds University and Philanthropic
Program (the "Program"), entitled "V.O.I.C.E." (Vision for On-going Investments
in Charity and Education) pursuant to which the Adviser will make donations
from its own income to certain accredited college or university endowments or
general scholarship funds ("Eligible Institutions") designated by qualified
shareholders. Philanthropic institutions outside of the area of education may
be proposed by qualifying shareholders and may, at the sole discretion of the
Adviser, be accepted for inclusion as an Eligible Institution.

All Vintage Funds shareholders maintaining an average annualized aggregate
net asset value of $25,000 or more over the period of an entire calendar
quarter ("Qualified Shareholders") will be qualified to designate one or more
Eligible Institutions to receive a donation under the Program with respect to
that period. A shareholder making an initial investment of $25,000 or more
in Fund shares may designate one Eligible Institution on the V.O.I.C.E Program
Application. A shareholder making an initial investment of $1,000,000 or
more (or maintaining that amount for an entire quarterly period) may
designate one additional Eligible Institution for each $l,000,000 invested
(or maintained for such period).

The Adviser will donate, on a quarterly basis, from its own income an
amount equal to 0.25% of the average annualized aggregate net asset value of
the shares owned by the Qualified Shareholder for the preceding quarterly
period, for so long as the average annualized aggregate net asset value of the
shares owned by the Qualified Shareholder remain above $25,000 for such
period. Donations will be made by the Adviser in the name of the Qualified
Shareholder to the Eligible Institution(s) designated by the Qualified
Shareholder. However, while the donation will be made in the Qualified
Shareholder's name, the Qualified Shareholder will not be entitled to any tax
deductions for such donation.

All Qualified Shareholders desiring to change their designated Eligible
Institution(s) may do so twice a year, in January and July. If a Qualified
Shareholder was entitled to designate, and did designate, more than one
Eligible Institution, the amount donated will be allocated according to the
percentages designated on the V.O.I.C.E. Program Application.

Donations will be made by the Adviser from its own income and, therefore,
will have no impact on the expenses or yield of the Funds. There can be no
assurances that the Adviser will have income from which to make donations.

The preceding information is only a summary of the V.O.I.C.E. Program and
is qualified in its entirety by the more complete information available from
the Adviser.

Information about the V.O.I.C.E. Program, including applications to
participate in the Program, may be obtained from the Adviser by calling
1-800-408-4682 (1-800-40-VINTAGE).

TAXES

It is intended that each Fund will qualify as a "regulated investment
company" under the Internal Revenue Code of 1986, as amended (the "Code"),
as long as such qualification is in the best interest of the Fund's
shareholders. Such qualification relieves each Fund of liability for federal
income tax to the extent its earnings are distributed in accordance with the
Code.

A shareholder receiving a distribution of ordinary income and/or an
excess of net short-term capital gain over net long-term capital loss
ordinarily would treat it as a receipt of ordinary income in the computation
of the shareholder's gross income, whether such distribution is received in
cash or reinvested in additional shares. Any distribution of the excess of
net long-term capital gain over net short-term capital loss ordinarily is
taxable to shareholders as long-term capital gain regardless of how long the
shareholder has held shares. Dividends and distributions also may be subject
to state and local taxes.

Shareholders will receive statements as to the tax status of dividends and
distributions annually, as well as periodic account summaries that will include
information as to any dividends and distributions from securities gains paid
during the year. Shareholders should consult their own tax advisers with
questions regarding federal, state or local taxes.

The Tax-Free Money Market Fund

Shareholders of the Tax-Free Money Market Fund are not required to pay
federal regular income tax on any dividends received from the Fund that
represent net interest on tax-exempt municipal bonds. However, under the Tax
Reform Act of 1986, dividends representing net interest earned on some
municipal bonds may be included in calculating the federal individual
alternative minimum tax or the federal alternative minimum tax for
corporations. The alternative minimum tax, imposed at a maximum rate of 28%
of alternative minimum taxable income for individuals and other non-corporate
taxpayers, and 20% for corporations, applies when it exceeds the regular tax
for the taxable year. Alternative minimum taxable income is equal to the
regular taxable income of the taxpayer increased by certain "tax preference"
items not included in regular taxable income and reduced by only a portion of
the deductions allowed in the calculation of the regular tax.

The Tax Reform Act of 1986 treats interest on certain "private activity"
bonds issued after August 7, 1986, as a tax preference item for both
individuals and corporations. Unlike traditional governmental purpose
municipal bonds, which finance roads, schools, libraries, prisons and other
public facilities, private activity bonds provide benefits to private
parties. The Tax-Free Money Market Fund may purchase all types of municipal
bonds, including private activity bonds. Thus, should the Fund purchase any
such bonds, a portion of the Fund's dividends may be treated as a tax
preference item.

In addition, in the case of a corporate shareholder, dividends of the
Fund which represent interest on municipal bonds may be subject to the 20%
corporate alternative minimum tax because the dividends are included in a
corporation's "adjusted current earnings." The corporate alternate minimum tax
treats 75% of the excess of a taxpayer's pre-tax "adjusted current earnings"
over the taxpayer's alternative minimum taxable income as a tax preference
item. "Adjusted current earnings" is based upon the concept of a corporation's
"earnings and profits." Since "earnings and profits" generally includes the
full amount of any Fund dividend, and alternative minimum taxable income does
not include the portion of the Fund's dividend attributable to municipal
bonds which are not private activity bonds, the difference will be included
in the calculations of the corporation's alternative minimum tax.

Dividends of the Tax-Free Money Market Fund representing net interest
income earned on some temporary investments and any realized net short-term
gains are taxed as ordinary income.

Backup Withholding

The Trust may be required to withhold federal income tax at a rate of 31%
from dividends and redemption proceeds paid to non-corporate shareholders.
This tax may be withheld from dividends if a shareholder fails to furnish the
Trust with the shareholder's correct taxpayer identification number, the
Internal Revenue Service (the "IRS") notifies the Trust that the shareholder
has failed to report certain income to the IRS, or the shareholder fails to
certify that he or she is not subject to backup withholding when required to
do so. Backup withholding is not an additional tax and the shareholder may
credit any amounts withheld against the shareholder's federal income tax
liability.

PERFORMANCE INFORMATION

From time to time the Trust may publish performance information relative
to the Funds, and may include such information in advertisements, sales
literature or shareholder reports. Each Fund may periodically advertise
"average annual total return." The "average annual total return" of a Fund
refers to the average annual compounded rate of return over the stated period
that would equate an initial amount invested at the beginning of a stated
period to the ending redeemable value of the investment. The calculation of
"average annual total return" assumes the reinvestment of all dividends and
distributions.

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

The Taxable Money Market Fund and the Tax-Free Money Market Fund
may quote their current yields and effective yields. The "yield" of a money
market Fund refers to the income generated by an investment in the Fund over a
seven-day period (which period will be stated in the advertisement). This
income is then annualized. That is, 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 Tax-Free Money Market Fund may also quote its "tax-equivalent yield",
which is calculated similarly to the yield, but is adjusted to reflect the
taxable yield that the Fund's shares would have had to earn to equal the actual
yield, assuming a specific tax rate. A Fund's tax-equivalent yield will always
be higher than its taxable yield.

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

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

GENERAL INFORMATION

The Trust was organized on February 1, 1995 as an Indiana business trust.
The Trust's Declaration of Trust permits the Trust to offer and sell an
unlimited number of full and fractional shares of beneficial interest in each
of the Funds and to create additional Funds. Each Fund of the Trust issues
its own class of shares of beneficial interest. The shares of each Fund
represent an interest only in that Fund's assets (and income) and in the
event of liquidation, each share of a particular Fund would have the same
rights to distributions and assets as every other share of that Fund. Shares
have no preemptive or conversion rights, nor do they have cumulative voting
rights. Each full or fractional share of each Fund has a proportionate vote
on each matter submitted to shareholders of that Fund. All shares of each
Fund have equal voting rights except that in matters affecting only a
particular Fund, only shares of that Fund are entitled to vote.

Under Indiana law, the Trust is not required to hold annual meetings of
shareholders. The Trust will not hold shareholder meetings except for
extraordinary items requiring shareholder approval under the Investment Company
Act of 1940.

Trustees may be removed by the Board of Trustees or by the shareholders at
a special meeting. A special meeting of shareholders shall be called by the
Board of Trustees upon the request of shareholders owning at least 10% of the
outstanding shares of all Funds entitled to vote.

As a result of their respective beneficial ownership of shares as of
January 2, 1997, Robert Orben may be deemed to control the Starwood Strategic
Fund; Unified Advisers, Inc. (and its holding company, Unified Holdings, Inc.)
may be deemed to control the Aggressive Growth Fund and the Asset Allocation
Fund; and Vintage Advisers, Inc., Timothy Ashburn and Jack Orben (its
controlling shareholders) may be deemed to control the Taxable Fixed Income
Fund and the First Lexington Balanced Fund.

Each Fund acknowledges that it is solely responsible for the information
or any lack of information about it in this joint Prospectus and in the joint
Statement of Additional Information, and no other Fund is responsible therefor.
There is a possibility that one Fund might be deemed liable for misstatements or
omissions regarding another Fund in this Prospectus or in the joint Statement
of Additional Information; however, the Funds deem this possibility slight.

Shareholder inquiries may be made by writing to The Vintage Funds, c/o
Unified Advisers, Inc., P.O. Box 6110, Indianapolis, Indiana 46206-6110, or by
calling 1-800-408-4682 (1-800-40-VINTAGE).

[Begin Back Cover Page]

THE VINTAGE FUNDS

The Starwood Strategic Fund
The Aggressive Growth Fund
The Laidlaw Fund
The Asset Allocation Fund
The Taxable Fixed Income Fund
The First Lexington BalancedFund
The Taxable Money Market Fund
The Tax-Free Money Market Fund

PROSPECTUS

February 1, 1997

TRANSFER AGENT
Unified Advisers, Inc.
429 N. Pennsylvania Street
Indianapolis, Indiana 46204

CUSTODIAN
Star Bank, N.A.
425 Walnut Street
Cincinnati, Ohio 45201

INVESTMENT ADVISER
Vintage Advisers, Inc.
429 N. Pennsylvania Street
Indianapolis, Indiana 46204

AUDITORS
McCurdy & Associates CPA's, Inc.
27955 Clemens Road
Westlake, Ohio 44145

THE VINTAGE FUNDS
P.O. Box 6110
Indianapolis, Indiana 46206-6110
1-800-40-VINTAGE (1-800-408-4682

<PAGE>
THE VINTAGE FUNDS

PROSPECTUS Prospectus dated February 1, 1997

The Vintage Funds (the "Trust") is an open-end, management investment
company (a mutual fund) having eight separate portfolios, each of which has its
own separate investment objective and policies. Two of the portfolios offered
by the Trust are money market fund: the Taxable Money Market Fund and the
Tax-Free Money Market Fund (the "Funds").

The Taxable Money Market Fund seeks a high level of current income
consistent with the preservation of capital and maintenance of liquidity. The
Fund pursues this objective by investing principally in a diversified portfolio
of short-term money market instruments. The Fund intends to maintain a
constant net asset value of $1.00 per share, although there is no assurance
that it will be able to do so.

The shares offered hereby are not deposits or obligations of any financial
institution and are not insured by the Federal Deposit Insurance Corporation,
the Federal Reserve Board or any other government agency. Investment in the
shares involves investment risks including the possible loss of principal.
There can be no assurance that the Funds will be able to maintain a stable
net asset value of $1.00 per share.

This Prospectus contains information that you should know before
investing in either of the Funds and it should be retained for future
reference. A Statement of Additional Information, dated February 1, 1997 has
been filed with the Securities and Exchange Commission (the "SEC") and is
incorporated herein by reference. The Statement of Additional Information is
available upon request and without charge by calling 1-800-408-4682
(1-800-40-VINTAGE). The SEC maintains a Web Site (http://www.sec.gov) that
contains the Statement of Additional Information, material incorporated by
reference, and other information regarding registrants that file electronically
with the SEC.

<PAGE>
TABLE OF CONTENTS

SUMMARY OF FUND EXPENSES

FINANCIAL HIGHLIGHTS

HIGHLIGHTS

INVESTMENT OBJECTIVES AND POLICIES

INVESTMENT POLICIES AND TECHNIQUES AND RISK FACTORS

NET ASSET VALUE

HOW TO BUY SHARES

DIVIDENDS AND DISTRIBUTIONS

EXCHANGE PRIVILEGE

HOW TO REDEEM SHARES

SHAREHOLDER SERVICES

THE TRUST AND ITS MANAGEMENT

THE "V.O.I.C.E. " PROGRAM

TAXES

PERFORMANCE INFORMATION

GENERAL INFORMATION

<PAGE>
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and in the Funds'
official sales literature in connection with the offer of the Funds' shares,
and, if given or made, such other information or representation must not be
relied upon as having been authorized by the Funds. This Prospectus does not
constitute an offer in any State in which, or to any person to whom, such
offering may not lawfully be made.

SUMMARY OF FUND EXPENSES

Shareholder Transaction Expenses

Maximum Sales Load Imposed on Purchases
(as a percentage of offering price). . . . . . . . . . . . . . . . . . . None
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price). . . . . . . . . . . . . . . . . . . None
Deferred Sales Load (as a percentage of original purchase price or
redemption proceeds, as applicable). . . . . . . . . . . . . . . . . . . None
Redemption Fee (as a percentage of amount redeemed, if applicable) . . . None
Exchange Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None

<TABLE>

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

<CAPTION>
Management 12b-1 Servicing Other (2) Total (1)
Fund Name Fees Fees Fees Expenses Expenses
(after (after
reimbursement) reimbursement)

<S> <C> <C> <C> <C> <C>
Taxable Money Market(3) 0.50% 0.10% 0.15% 0.25% 1.00%

Tax-Free Money Market(3) 0.50% 0.10% 0.15% 0.25% 1.00%

(1) The Adviser has voluntarily agreed to waive its management fees and/or
reimburse expenses to the extent necessary to cause Total Expenses of each Fund
to be as indicated. Although the Adviser has no current intention to abandon
this voluntary arrangement, the Adviser may terminate the arrangement at any
time at its sole discretion.

(2) Absent the voluntary fee waiver/expense reimbursement arrangement,
Other Expenses are not expected to exceed 0.50%.

(3) Expenses are restated to reflect the fees that would have been
applicable had the voluntary fee waiver/expense reimbursement arrangement been
in effect for the fiscal year ended September 30, 1996. Absent reimbursement
of expenses and waiver of fees, the total expenses of the Funds for the
fiscal year ended September 30, 1996 would have been as follows: Taxable
Money Market Fund 1.25%; Tax-Free Money Market Fund 1.82%.
</TABLE>

The purpose of this table is to assist the investor in understanding the
various costs and expenses that a shareholder of a Fund will bear, either
directly or indirectly. The expense information is based upon the operating
expenses incurred during the fiscal year ended September 30, 1996, and is
restated to reflect the voluntary fee waiver/expense reimbursement arrangement
(ee footnote one to the table). Long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales charge permitted under the
rules of the National Association of Securities Dealers, Inc. For a further
description of the various costs and expenses incurred by the Funds, see "The
Trust and its Management."

<TABLE>
Example:

An investor would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of each time
period:
<CAPTION>
Fund Name 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Taxable Money Market Fund $10 $32 $55 $122
Tax-Free Money Market Fund $10 $32 $55 $122
</TABLE>

The amounts listed in the example should not be considered as
representative of future expenses and actual expenses may be greater or less
than those indicated. Moreover, while the example assumes a 5% annual
return, a Fund's performance will vary and may result in an actual return
greater or less than 5%.

The Funds may invest incidentally in other mutual funds. To the extent
that a Fund invests in other mutual funds, the Fund will indirectly bear its
proportionate share of any fees and expenses paid by such other funds, in
addition to the fees and expenses payable directly by the Fund. Therefore, to
the extent that the Fund invests in other mutual funds, the Fund will incur
higher expenses, many of which may be duplicative. These expenses will be
borne by the Fund, and are not included in the expenses reflected in the
table or example above. See "Investment Policies and Techniques and Risk
Factors."

FINANCIAL HIGHLIGHTS

The financial highlights of the Funds' operations for the periods
presented are derived from the audited financial statements of The Vintage
Funds. The financial highlights for the fiscal year ended September 30, 1996
have been audited by McCurdy and Associates CPA's, Inc., independent public
accountants. This information should be read in conjunction with the
financial statements and notes thereto included in the Annual Report to
Shareholders. The Annual Report also contains additional performance
information and is available without charge by calling the Funds at
1-800-408-4682.

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS

The following table includes selected data for a share outstanding throughout
each fiscal year or period and other performance information derived from the
financial statements.
<S> <C> <C> <C>

<C>
Taxable Taxable Tax-Free Tax-Free
Money Money Money Money
Market Market Market Market
Fund Fund Fund Fund
1996(a) 1995(b) 1996(a) 1995(b)
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from investment
Operations:
Net investment income 0.04 0.002 0.02 0.00
Net realized and unrealized
gain (loss) on investments 0.00 0.000 0.00 0.00
Total from investment income 0.04 0.002 0.02 0.00
Less distributions:
Dividends from net investment income (0.04) (0.002) (0.02) 0.00
Total from distributions (0.04) (0.002) (0.02) 0.00

Net asset value at end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00

TOTAL ANNUALIZED RETURN (%)(e) 4.13 0.20 1.96 (c)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period 50,544,511 1,230,385 7,334,110 100

Ratio of expenses to average net assets 1.25% 12.82% 1.82% 0.00%

Ratio of expenses (after reimbursement)
to average net assets 1.16% 0.47% 1.62% 0.00%

Ratio of net investment
income to average net assets 4.12% (11.94%) 2.09% 0.00%

Ratio of net investment
income (after reimbursement)
to average net assets 4.21% 0.65% 2.29% 0.00%

Portfolio turnover 0.00% 0.00% 0.00% 0.00%

Average commission rate paid $ 0.00 $ --- $0.00 $ ---

<FN>
(a) For the Year-Ended September 30, 1996.
(b) For the Period June 2, 1995 (commencement of operations) to September 30,
1995.
(c) Investment in accordance with objective had not commenced at this time.
(d) For the Period March 13, 1996 (commencement of investment in accordance
with objective) to September 30, 1996.
(e) Total return would have been lower had certain expenses not been reduced
during the periods shown (see Note 3).
</FN>
</TABLE>

HIGHLIGHTS

Investment Objectives and Investment Risks

An investment in the Funds involves investment risks including the
possible loss of principal. These risks depend upon many factors including,
among others, the Fund's investment objective, the credit quality of the
securities held and interest rate movements. There is no assurance that either
Fund will be able to maintain a stable net asset value of $1.00 per share. See
"Investment Objectives and Policies" and "Investment Policies and Techniques
and Risk Factors."

Liquidity

Each Fund continuously offers and redeems its shares at a constant net
asset value of $1.00 per share. See "How to Buy Shares," "How to Redeem
Shares" and "Net Asset Value."

No Sales or Redemption Charges

There are no commissions, fees or charges by the Trust for the purchase
or redemption of shares. Initial investments below the stated minimum,
wire-transferred redemptions and certain checking transactions may be subject
to additional charges. See "Summary of Fund Expenses," "How to Buy Shares"
and "How to Redeem Shares."

Minimum Investment

A minimum investment of $1,000 is required to open an account, except
an IRA account for which the minimum is $500. Former shareholders of the
Unified family of funds, or the Quest funds which acquired the Unified family
of funds, may open an account with less than the required minimum. The minimum
investment may also be waived for certain other types of retirement accounts
and direct deposit accounts. Subsequent investments must be at least $100,
or $50 for an IRA. See "How to Buy Shares."

Investment Advisers

Vintage Advisers, Inc. is the Funds' investment adviser (the "Adviser").
The Adviser was organized in December 1994 and the Funds commenced operatioins
at various times after May 1995. The Adviser has no prior operating history
and does not act as the investment adviser to any other investment companies.
The Adviser has engaged Fiduciary Counsel, Inc. to serve as sub-adviser. The
sub-adviser manages the investment portfolios of the Funds, subject to the
Adviser's overall management. See "The Trust and its Management."

Retirement Plans and Other Shareholder Services

The "V.O.I.C.E. " Program
(Vision For On-Going Investments In Charity and Education)

INVESTMENT OBJECTIVES AND POLICIES

The Funds' investment objectives cannot be changed without shareholder
approval. While there is no assurance that either Fund will achieve its
investment objective, it endeavors to do so by following the investment
policies described in this Prospectus. Unless otherwise indicated, the
Funds' investment policies may be changed by the Trust's Board of Trustees
without shareholder approval. Shareholders will be notified before any
material change in investment policies becomes effective.

The Taxable Money Market Fund

The Fund's investments are selected by its sub-adviser, Fiduciary Counsel,
Inc. These investments principally include:

direct obligations of the U.S. Treasury, such as U.S. Treasury bills,
notes and bonds;

notes, bonds, and discount notes of U.S. government agencies or
instrumentalities;

short-term corporate debt instruments (including commercial paper and
variable rate demand notes) which mature in 270 days or less;

domestic and foreign issues of corporate debt obligations having
floating or fixed rates of interest and having remaining maturities of
less than 13 months;

bank instruments described below under "Bank Instruments";

other short-term investments of a type which the adviser determines
presents minimal credit risks and which are of "high quality" as
determined by a nationally recognized statistical rating organization,
or, in the case of an instrument that is not rated, of comparable
quality in the judgment of the adviser; and

repurchase agreements collateralized by eligible investments.

The Tax-Free Money Market Fund

The Fund invests principally in high quality, short-term municipal
securities, the interest from which is exempt from federal income tax.
Municipal securities are debt obligations issued by or on behalf of states,
territories and possessions of the United States, including the District
of Columbia, and their political subdivisions, agencies and
instrumentalities, the interest from which is exempt from federal regular
income tax. They are described in more detail below under "Investment Policies
and Techniques and Risk Factors" and in the Statement of Additional
Information. The Fund may invest up to 25% of its assets in securities of
issuers located in the same state.

INVESTMENT POLICIES AND TECHNIQUES AND RISK FACTORS

This Section describes certain types of investments, investment techniques
and investment policies and limitations of the Funds. This section also
includes information about the risk factors associated with the investments and
investment techniques. The risks of each Fund depend upon many factors
including, among other things, the Fund's investment objective, the average
duration of the Fund's portfolio, credit quality of the securities held and
interest rate movements. For further information, see the Statement of
Additional Information.

Fixed Rate Corporate Debt Obligations

Both of the Funds may invest in fixed rate corporate debt obligations.
Fixed rate securities tend to exhibit more price volatility during times of
rising or falling interest rates than securities with floating rates of
interest. This is because floating rate securities, as described below,
behave like short-term instruments in that the rate of interest they pay is
subject to periodic adjustments based on a designated interest rate index.
Fixed rate securities pay a fixed rate of interest and are more sensitive to
fluctuating interest rates. In periods of rising interest rates the value of
a fixed rate security is likely to fall. Fixed rate securities with short-
term characteristics are not subject to the same price volatility as fixed
rate securities without such characteristics. Therefore, they behave more
like floating rate securities with respect to price volatility.

Other Corporate Debt Obligations

The Funds may also invest in other corporate debt obligations, including
those described below.

Asset-Backed Securities

The Funds may invest in mortgage-related asset-backed securities that are
considered U.S. government securities. Asset-backed securities are created by
the grouping of certain governmental, government related and private loans,
receivables and other lender assets into pools. Interests in these pools are
sold as individual securities. Payments from the asset pools may be divided
into several different tranches of debt securities, with some tranches
entitled to receive regular installments of principal and interest, other
tranches entitled to receive regular installments of interest, with principal
payable at maturity or upon specified call dates, and other tranches only
entitled to receive payments of principal and accrued interest at maturity or
upon specified call dates. Different tranches of securities will bear
different interest rates, which may be fixed or floating.

Foreign Securities

Each Fund may invest in U.S. dollar denominated foreign securities,
including foreign securities not publicly traded in the United States. The
percentage of a Fund's assets that will be allocated to foreign securities
will vary depending on the relative yields of foreign and U.S. securities,
the economies of foreign countries, the condition of such countries'
financial markets, the interest rate climate of such countries and the
relationship of such countries' currency to the U.S. dollar. These factors
are judged on the basis of fundamental economic criteria (e.g., relative
inflation levels and trends, growth rate forecasts, balance of payments
status, and economic policies) as well as technical and political data.

Municipal Securities

The Tax-Free Money Market Fund may invest in short-term municipal
securities that qualify as money market instruments. Municipal securities are
generally issued to finance public works, such as airports, bridges, highways,
housing, hospitals, mass transportation projects, schools, streets, and water
and sewer works. They are also issued to repay outstanding obligations, to
raise funds for general operating expenses, and to make loans to other public
institutions and facilities.

Tax-Exempt Commercial Paper. Issues of commercial paper typically
represent short-term, unsecured, negotiable promissory notes. These
obligations are issued by state and local governments and their agencies to
finance working capital needs of municipalities or to provide interim
construction financing and are paid from general revenues of municipalities
or are refinanced with long-term debt. In most cases, tax-exempt commercial
paper is backed by letters of credit, lending agreements, note repurchase
agreements or other credit facility agreements offered by banks or other
institutions.

Zero Coupon and Capital Appreciation Bonds. Zero coupon and capital
appreciation bonds are debt securities issued or sold at a discount from their
face value and which do not entitle the holder to any periodic payment of
interest prior to maturity or a specified redemption date (or cash payment
date). The amount of the discount varies depending on the time remaining
until maturity or cash payment date, prevailing interest rates, the liquidity
of the security and the perceived credit quality of the issuer. These
securities also may take the form of debt securities that have been stripped
of their unmatured interest coupons, the coupons themselves or receipts or
certificates representing interest in such stripped debt obligations or
coupons. Discount with respect to stripped tax-exempt securities or their
coupons may be taxable. The market prices of capital appreciation bonds
generally are more volatile than the market prices of interest bearing
securities and are likely to respond to a greater degree to changes in
interest rates than interest bearing securities having similar maturities and
credit quality.

U.S. Government Securities

Each of the Funds may invest in U.S. government securities. These
securities are either issued or guaranteed by the U.S. government, its
agencies or instrumentalities. The government securities in which the Fund
may invest are backed in a variety of ways by the U.S. government or its
agencies or instrumentalities. Some of these securities, such as Government
National Mortgage Association ("GNMA") mortgage-backed securities, are
backed by the full faith and credit of the U.S. government. Other securities,
such as obligations of the Federal National Mortgage Association ("FNMA") or
Federal Home Loan Mortgage Corporation ("FHLMC"), are backed by the
credit of the agency or instrumentality issuing the obligations but not the
full faith and credit of the U.S. government. No assurances can be given
that the U.S. government will provide financial support to these other
agencies or instrumentalities, because it is not obligated to do so.

Bank Instruments

Each of the Funds may invest in time deposits (including savings deposits
and certificates of deposit) and bankers acceptances in commercial banks or
savings associations whose accounts are insured by the Federal Deposit
Insurance Corporation (the "FDIC"), including certificates of deposit issued
by and other time deposits in foreign branches of FDIC insured financial
institutiions or who have at least $100 million in capital. These
instruments may also include Eurodollar Certificates of Deposit ("ECDs"),
Yankee Certificates of Deposit ("Yankee CDs") and Eurodollar Time Deposits
("ETDs"). The banks issuing these instruments are not necessarily subject to
the same regulatory requirements that apply to domestic banks, such as
reserve requirements, loan requirements, loan limitations, examinations,
accounting, auditing, and record keeping and the public availability of
information.

Investments in Other Mutual Funds

Each of the Funds may invest to some extent in the securities of other
open-end registered investment companies ("mutual funds"). Each of the
Funds intends to invest incidentally in other mutual funds and may not invest
more than 5% of its total assets in any one mutual fund, or more than 10% of
its total assets in mutual funds in general. The Funds, considered together
with the other funds of the trust, may not invest in more than 3% of the total
outstanding voting securities of any one mutual fund. The foregoing
limitations are not applicable to investment company securities acquired as
part of a merger, consolidation, reorganization or other acquisition.

The Funds will invest only in other mutual funds that do not impose up-
front sales loads or deferred sales loads or redemption fees. However, the
Funds may invest in funds that have 12b-1 plans or shareholder services plans
which permit the funds to pay certain distribution and other expenses from
fund assets. To the extent that a Fund invests in other mutual funds, the
Fund will indirectly bear its proportionate share of any fees and expenses
paid by such funds in addition to the fees and expenses payable directly by
the Fund. Therefore, to the extent that a Fund invests in other mutual
funds, the Fund will incur higher expenses, many of which may be duplicative.
In addition, to the extent that a Fund invests in other mutual funds, the
Fund's shareholders may receive capital gains distributions to a greater
extent that if the shareholder owned the underlying mutual funds directly.

Furthermore, although each Fund will invest only in other mutual funds that
have an investment objective similar to the Fund's, or that otherwise is a
permitted investment under the Fund's investment policies described herein, the
mutual funds purchased by the Funds likely will have certain investment
policies, and use certain investment practices that are different from those
of the Funds and not described herein. These other policies and practices
may subject the other funds' assets to varying or greater degrees of risk.
The Funds are independent from any of the other mutual funds in which they
invest and have little voice in or control over the investment practices,
policies or decisions of those funds. If a Fund disagrees with those
practices, policies or decisions, it may have no choice other than to
liquidate its investment in that fund, which can entail further losses.
However, a mutual fund is not required to redeem any of its shares owned by
another mutual fund in an amount exceeding 1% of the underlying fund's shares
during any period of less than 30 days. As a result, to the extent that a
Fund owns more than 1% of another mutual fund's shares, the Fund may not be
able to liquidate those shares in the event of adverse market conditions or
other considerations.

Repurchase Agreements

Each of the Funds may invest in repurchase agreements related to eligible
securities. Repurchase agreements are arrangements in which banks,
broker/dealers, and other recognized financial institutions sell U.S.
government securities or other securities to the Fund and agree at the time
of sale to repurchase them at a mutually agreed upon time and price. Under
the Investment Company Act of 1940, a repurchase agreement is deemed to be
a loan collateralized by the underlying securities. To the extent that the
original seller does not repurchase the securities from the Fund, the Fund
could receive less than the repurchase price on any sale of such securities.

When-Issued and Delayed Delivery Transactions

Demand Features

The Funds may acquire securities that are subject to puts and standby
commitments ("demand features") to purchase the securities at their principal
amount (usually with accrued interest) within a fixed period following a demand
by the Fund. The demand feature may be issued by the issuer of the underlying
securities, a dealer in the securities or by another third party, and may not
be transferred separately from the underlying security. The Fund uses these
arrangements to provide the Fund with liquidity and not to protect against
changes in the market value of the underlying securities. The bankruptcy,
receivership or default by the issuer of the demand feature, or a default on
the underlying security or other event that terminates the demand feature
before its exercise, will adversely affect the liquidity of the underlying
security. Demand features that are exercisable even after a payment default
on the underlying security are treated as a form of credit enhancement.

<General

In order to generate additional income, each Fund may lend portfolio
securities on a short-term basis up to 5% of the value of its total assets to
broker/dealers, banks, or other institutional borrowers of securities. Each
Fund may invest up to 5% of its assets in reverse repurchase agreements,
restricted securities and demand notes and credit facilities.

NET ASSET VALUE

Net asset value per share (the price at which shares are purchased and
redeemed) is determined as of the close of regular trading on the New York
Stock Exchange (currently 4:00 p.m., Eastern time), on each business day the
Exchange is open for business. Each fund's portfolio securities are valued
utilizing the amortized cost method of valuation, which normally approximates
market value, and which is intended to result in a constant net asset value of
$1.00 per share. Although every effort is made to maintain the net asset value
of the Funds at $1.00 per share, there can be no assurance that this constant
net asset value will be maintained at all times. For example, in the event
of rapid and sharp increases in current interest rates, a national credit
crisis, or a default by one or more of the issuers of a Fund's portfolio
securities, then it is possible that a Fund's net asset value could decline
below $1.00 per share.

HOW TO BUY SHARES

Minimum Investment

Opening An Account

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

By Mail. To open a new account by mail:

Complete and sign the account application. (Be sure to specify the name
of the Fund(s) in which an investment is made.)

Enclose a check payable to each Fund specified in the application.

Mail the application and the check to the Transfer Agent at the
following address: The Vintage Funds, c/o Unified Advisers, Inc.,
P.O. Box 6110, Indianapolis, Indiana 46206-6110.

Star Bank, N.A.
ABA # 04-20000-13
Attention: Name of Fund (see below)
Number of Fund (see below)
Credit Account # ________ (see below)

The applicable Fund and account numbers are listed below:

Fund Name Fund Number Account Number

Taxable Money Market Fund 30 483616819
Tax-Free Money Market Fund 31 483616827

Subsequent Investments

By sending a check, made payable to the applicable Fund, to The Vintage
Funds, [Name of Fund], P.O. Box 640689, Cincinnati, Ohio 45264-0689. The
Trust will charge a $15 fee against a shareholder's account for any check
returned for insufficient funds. The shareholder also will be responsible
for any losses suffered by the Trust as a result.

By wire to the applicable Fund account as described above under "Opening an
Account -- By Wire". Shareholders should call the Transfer Agent at
1-800-408-4682 before wiring funds.

By electronic funds transfer from a financial institution through the
Automated Clearing House ("ACH"), as described below.

DIVIDENDS AND DISTRIBUTIONS

The Funds declare and pay dividends on a daily basis. If cash payments
are requested, daily dividends will accumulate and be paid at the end of each
month, as requested in writing.

The Funds have two transaction times each day, at 12:00 noon (Eastern
time) and the close of regular trading on the New York Stock Exchange
(currently 4:00 p.m., Eastern time). New investments represented by federal
funds or bank wires received by the Custodian prior to 12:00 noon are paid the
full dividend for that day; such investments received after 12:00 noon do not
begin to receive daily dividends until the next day. Shares purchased by check
begin earning dividends on the business day after the check is converted into
federal funds. Redemption orders received prior to 12:00 noon are effected at
12:00 noon, and the redemption proceeds are normally available for wire
transfer that day. Redemption orders received after 12:00 noon are effected at
the close of regular trading on the New York Stock Exchange, and the
redemption proceeds are normally remitted the next business day. Redemption
orders received at any time during a day do not earn that day's dividend.

EXCHANGE PRIVILEGE

Shares of any Fund may be exchanged for shares of any other fund of the
Trust at net asset value, without any additional charges. The shares exchanges
must have been registered in the shareholder's name for at least five days
prior to the exchange request, and must have a net asset value which at least
meets the minimum investment required for the fund into which the exchange is
being made.

Exchange requests may be made by telephone or in writing. Exchanges will
be effected at the respective net asset values per share of the Funds involved,
next determined after the exchange request is received in proper form. If an
exchange request is received by the Transfer Agent in proper form on a Trust
business day before the close of regular trading on the New York
Stock Exchange (currently 4:00 p.m., Eastern time), the exchange will be
effected that day. An exchange of shares purchased by check will be delayed
until the check has been converted into federal funds and redemption proceeds
are available for purchase of the newly acquired shares, which could take up to
15 days.

By Mail or Telecopy. Exchange requests made in writing should be sent to
The Vintage Funds c/o Unified Advisers, Inc., P.O. Box 6110, Indianapolis,
Indiana 46206-6110. A written request to exchange shares having a net asset
value of less than $5,000 may be sent by telecopy, by first calling the
Transfer Agent at 1-800-408-4682. Regardless of whether the request is sent
by mail or by telecopy, the request must be signed exactly as the
shareholder's name appears on the Trust's account records. If the shares to
be exchanged have a net asset value of $5,000 or more, the request must be
mailed, and all signatures must be properly guaranteed as described below
under "How to Redeem Shares -- Signatures." If shares are to be exchanged
into a new account registered in a different name, or if any account
information will change as a result of the exchange, a separate account
application must be received by the Transfer Agent by mail before the
exchange may be effected.

Any exchange involves a redemption of shares of one fund and an investment
of the redemption proceeds in shares of another. Before requesting an
exchange, a shareholder must request and should read carefully the Prospectus
describing the fund into which the exchange will be made. Also, an exchange is
treated for federal income tax purposes as a sale of the shares given
in exchange, and the shareholder may realize a taxable gain or loss on the
exchange.

HOW TO REDEEM SHARES

By Mail. A shareholder may redeem shares by mailing a written request
to The Vintage Funds, c/o Unified Advisers, 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. 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 Trust,
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 Exchange; 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 Trust may elect in the future to limit eligible
signature guarantors to institutions that are members of a signature guarantee
program. The Trust and its Transfer Agent reserve the right to amend these
standards at any time without notice.

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

Receiving Payment

The Trust 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 days.

Check Writing

Under the Funds' check writing service, shareholders may write checks
payable to any payee in any amount of $250 or more. A shareholder with check
writing privileges may present for payment three checks per month free of
charge; additional checks will result in a charge of $0.30 per check. Daily
dividends will continue to accrue on the shares redeemed by check until the
day the check is presented for payment.

Minimum Account Balance

Due to the high cost of maintaining accounts with low balances, the Trust
may involuntarily redeem shares in any account, and pay the proceeds to the
shareholder, if the account balance falls below a required minimum value of
$1,000 ($500 for an IRA) due to shareholder redemptions. This requirement
does not apply, however, if the balance falls below the minimum because
of changes in a Fund's net asset value. Before shares are redeemed to close an
account, the shareholder is notified in writing and allowed 30 days to purchase
additional shares to meet the minimum requirement. The Transfer Agent reserves
the right and may charge shareholders an administrative fee to cover the cost
of maintaining the properly servicing lost accounts with balances below the
required minimums.

SHAREHOLDER SERVICES

THE TRUST AND ITS MANAGEMENT

The Trust is an Indiana business trust authorized to offer separate
classes and sub-classes of shares of beneficial interest. At the date of
this Prospectus, the Trust has established eight funds, including the Funds
described herein, each as a separate class of its shares. The Trust's
offices are at 429 North Pennsylvania Street, Indianapolis, Indiana 46204.
The business affairs of the Trust are under the direction of its Board of
Trustees.

Investment Advisory Arrangements

Investment Adviser. Vintage Advisers, Inc., 429 North Pennsylvania Street,
Indianapolis, Indiana 46204, serves as the Trust's investment adviser (the
"Adviser"). The Adviser supervises and assists in the management of the Funds
under an Investment Advisory Agreement between the Adviser and the Trust,
subject to the overall authority of the Board of Trustees. The Adviser also is
responsible for monitoring and evaluating the performance of each
Sub-Adviser, as described below.

The Adviser was organized in December 1994 and is a registered investment
adviser. It has no prior operating history and does not act as the investment
adviser to any other investment companies. The Adviser is controlled by
Timothy L. Ashburn and Jack R. Orben, each of whom owns of record 25% of
its voting securities. The remainder of the Adviser's voting securities are
owned of record by a management retention plan for the benefit of Messrs.
Ashburn and Orben and certain other individuals. Messrs. Ashburn and Orben
control the voting of the shares owned by that plan. They, together with the
other directors and officers of the Adviser, have substantial experience in the
investment counsel and mutual fund industries. Messrs. Ashburn and Orben
are members of the Trust's Board of Trustees.

Sub-Adviser. The Adviser has entered into a Sub-Advisory Agreement with
Fiduciary Counsel, Inc. (the "Sub-Adviser") to manage the investment
portfolios of the Funds. The Sub-Adviser is located at 40 Wall Street, New
York, New York. Formed in 1931, Fiduciary Counsel is a registered investment
adviser that manages approximately $450 million in assets. It does not act as
the investment adviser to any other investment companies. It is controlled
by Associated Family Services, Inc. ("AFS"). Jack R. Orben owns 33% of the
outstanding voting securities of AFS.

Portfolio Manager's Background

Jack R. Orben is the Funds' portfolio manager. Mr. Orben has been the
Chairman of Fiduciary Counsel since 1979. Prior to that time, he was President
of Orben & Associates, Inc., an investment consultant to bank trust
departments. Since 1979, Mr. Orben has been a member of Fiduciary Counsel's
Investment Policy Committee and Chairman of its Executive Committee. Mr.
Orben graduated from Tufts University in 1960, and has nearly 25 years of
investment experience.

Advisory Fees

Each Fund pays the Adviser an annual advisory fee, payable monthly,
equal to 0.50% of the Fund's average daily net assets. The Adviser has agreed
to voluntarily waive some or all of its fees, but may terminate this voluntary
waiver with respect to either Fund at any time at its sole discretion. The
Adviser has also undertaken to reimburse each Fund for operating expenses
in excess of limitations established by certain states.

The Adviser pays the Sub-Adviser an annual fee for its services in managing
the portfolios of the Funds. These fees are paid directly by the Adviser
from its own assets and are not an expense of the Funds. The Funds
themselves pay no fees to the Sub-Adviser. The sub-advisory fees are payable
monthly, in an amount equal to 0.07% of the Fund's average daily net assets
up to $1 billion; and 0.05% of net assets in excess of $1 billion.

Distribution Services

Distributor. Unified Management Corporation (the "Distributor"), 429
North Pennsylvania Street, Indianapolis, Indiana 46204, acts as each Fund's
distributor pursuant to a Distribution Agreement with the Trust. The
distributor is a subsidiary of Unified Holdings, Inc.

Distribution Plan. Under a Distribution Plan adopted with respect to each
Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, the
Trust pays the Distributor an annual fee, payable monthly, of up to 0.10% of
each Fund's average daily net assets. The Distributor is entitled to retain
all of this distribution fee to reimburse the Distributor for payments made
or expenses incurred for distribution of Fund shares, including those
incurred in connection with preparingand distributing sales literature and
advertising, preparing, printing and distributing prospectuses and statements
of additional information used for other than regulatory purposes or
distribution to existing shareholders, implementing and operating the
Distribution Plan, and compensating third parties for their distribution
services. The Distributor may select financial institutions such as banks,
custodians, investment advisers and broker/dealers to provide sales support
services as agents for their clients or customers.

Administration of the Trust

Transfer Agent, Fund Accounting Agent and Custodian

Unified Advisers, Inc., P.O. Box 6110, Indianapolis, Indiana 46206-6110,
acts as the Trust's transfer agent (the "Transfer Agent") and fund accounting
agent.

Portfolio Transactions

The Adviser and Sub-Adviser select the firms that effect brokerage
transactions for their respective Funds, subject to the overall direction and
review of Adviser and the Board of Trustees. The initial criterion that must
be met by the Adviser and Sub-Advisers in selecting brokers and dealers is
whether the firm can obtain the most favorable combination of price and
execution for the transaction. This does not mean that the execution
decision must be based solely on whether the lowest possible commission costs
may be obtained. In seeking the best combination of price and execution, the
Adviser and Sub-Adviser evaluate the execution capability of the firms and
the services they provide, including their general execution capability,
reliability and integrity, willingness to take positions in securities, and
general operational and financial condition.

Subject to this primary objective, the Adviser and Sub-Adviser may select
for brokerage transactions those firms which furnish brokerage and research
services to the Funds, the Adviser or the Sub-Adviser. The Adviser and
Sub-Adviser may also give consideration to firms that have sold Fund shares.
The Board of Trustees has authorized the Funds to pay brokerage commissions
to firms that are affiliated with the Adviser or the Sub-Adviser, subject to
the foregoing criteria.

Expenses

Each Fund pays, except to the extent specifically assumed by others, all
expenses incurred in its operations, and a portion of the Trust's general
administrative expenses are allocated to the Funds either on the basis of their
relative net assets, on the basis of special needs of any Fund, or equally as
is deemed appropriate. The expenses borne by a Fund include: organizational
costs, taxes, interest, brokerage fees and commissions, fees of Trustees,
state and federal registration fees, advisory and administrative fees,
distribution and shareholder servicing fees, charges of custodians, transfer
and dividend disbursing agent's fees, certain insurance premiums, industry
association fees, auditing and legal expenses, costs attributable to investor
services (including, without limitation, telephone and personnel expenses),
costs of calculating the net asset value of the Fund's shares, costs of
shareholders' reports and meetings, costs of preparing and printing
prospectuses and statements of additional information for regulatory purposes
and for distribution to existing shareholders, and any extraordinary
expenses.

THE "V.O.I.C.E. " PROGRAM
(Vision For On-Going Investments In Charity and Education)

The Adviser has established The Vintage Funds University and Philanthropic
Program (the "Program"), entitled "V.O.I.C.E. " (Vision for On-going
Investments in Charity and Education) pursuant to which the Adviser will make
donations from its own revenue to certain accredited college or university
endowments or general scholarship funds ("Eligible Institutions") designated by
qualified shareholders. Philanthropic institutions outside of the area of
education may be proposed by qualifying shareholders and may, at the sole
discretion of the Adviser, be accepted for inclusion as an Eligible
Institution.

All Vintage Funds shareholders maintaining an average annualized aggregate
net asset value of $25,000 or more over the period of an entire calendar
quarter ("Qualified Shareholders") will be qualified to designate one or more
Eligible Institutions to receive a donation under the Program with respect to
that period. A shareholder making an initial investment of $25,000 or more in
Fund shares may designate one Eligible Institution on the V.O.I.C.E. Program
Application. A shareholder making an initial investment of $1,000,000 or
more (or maintaining that amount for an entire quarterly period) may
designate one additional Eligible Institution for each $l,000,000 invested
(or maintained for such period).

The Adviser will donate, on a quarterly basis, from its own revenue an
amount equal to 0.25% of the average annualized aggregate net asset value of
the shares owned by the Qualified Shareholder for the preceding quarterly
period, for so long as the average annualized aggregate net asset value of the
shares owned by the Qualified Shareholder remains above $25,000 for such
period. Donations will be made by the Adviser in the name of the Qualified
Shareholder to the Eligible Institution(s) designated by the Qualified
Shareholder. However, while the donation will be made in the Qualified
Shareholder's name, the Qualified Shareholder will not be entitled to any tax
deductions for such donation.

Donations will be made by the Adviser from its own revenue and, therefore,
will have no impact on the expenses or yield of the Funds. There can be no
assurance that the Adviser will have revenue from which to make donations.

The preceding information is only a summary of the V.O.I.C.E. Program
and is qualified in its entirety by the more complete information available
from the Adviser.

Information about the V.O.I.C.E. Program, including applications to
participate in the Program, may be obtained from the Adviser by calling
1-800-408-4682 (1-800-40-VINTAGE).

TAXES

The Tax-Free Fund

The Tax Reform Act of 1986 treats interest on certain "private activity"
bonds issued after August 7, 1986, as a tax preference item for both
individuals and corporations. Unlike traditional governmental purpose
municipal bonds, which finance roads, schools, libraries, prisons and other
public facilities, private activity bonds provide benefits to private
parties. The Tax-Free Money Market Fund may purchase all types of municipal
bonds, including private activity bonds. Thus, should a Fund purchase any
such bonds, a portion of the Fund's dividends may be treated as a tax
preference item.

In addition, in the case of a corporate shareholder, dividends of the
Tax-Free Money Market Fund which represent interest on municipal bonds may be
subject to the 20% corporate alternative minimum tax because the dividends are
included in a corporation's "adjusted current earnings." The corporate
alternate minimum tax treats 75% of the excess of a taxpayer's pre-tax
"adjusted current earnings" over the taxpayer's alternative minimum taxable
income as a tax preference item. "Adjusted current earnings" is based upon
the concept of a corporation's "earnings and profits." Since "earnings and
profits" generally includes the full amount of any Fund dividend, and
alternative minimum taxable income does not include the portion of the Fund's
dividend attributable to municipal bonds which are not private activity
bonds, the difference will be included in the calculations of the
corporation's alternative minimum tax.

Dividends of the Tax-Free Money Market Fund representing net interest
income earned on some temporary investments and any realized net short-term
gains are taxed as ordinary income.

Backup Withholding

PERFORMANCE INFORMATION

From time to time the Trust may publish performance information relative to
the Funds, and include such information in advertisements, sales literature
or shareholder reports. The Funds may quote their current yields and
effective yields. The "yield" of a money market Fund refers to the income
generated by an investment in the Fund over a seven-day period (which will be
stated in the advertisement). This income is then annualized. That is, 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 Tax-Free Money Market Fund may also quote its "tax-equivalent yield",
which is calculated similarly to the yield, but is adjusted to reflect the
taxable yield that the Fund's shares would have had to earn to equal the
actual yield, assuming a specific tax rate. A Fund's tax-equivalent yield
will always be higher than its taxable yield.

The Funds may also include in advertisements data comparing performance
with other mutual funds as reported in non-related investment media, published
editorial comments and performance rankings compiled by independent
organizations and publications that monitor the performance of mutual funds
(such as Lipper Analytical Services, Inc., Morningstar, Inc., Fortune or
Barron's). Performance information may be quoted numerically or may be
presented in a table, graph or other illustration.

GENERAL INFORMATION

The Trust was organized on February 1, 1995 as an Indiana business trust.
The Trust's Declaration of Trust permits the Trust to offer and sell an
unlimited number of full and fractional shares of beneficial interest in each
of the Funds and to create additional Funds. Each Fund of the Trust issues
its own class of shares of beneficial interest. The shares of each Fund
represent an interest only in that Fund's assets (and income) and in the
event of liquidation, each share of a particular Fund would have the same
rights to distributions and assets as every other share of that Fund. Shares
have no preemptive or conversion rights, nor do they have cumulative voting
rights. Each full or fractional share of each Fund has a proportionate vote
on each matter submitted to shareholders of that Fund. All shares of each
fund of the Trust have equal voting rights except that in matters affecting
only a particular Fund, only shares of that Fund are entitled to vote.

Each Fund acknowledges that it is solely responsible for the information
or any lack of information about it in this joint Prospectus and in the
joint Statement of Additional Information, and no other Fund is responsible
therefor. There is a possibility that one Fund might be deemed liable for
misstatements or omissions regarding another Fund in this Prospectus or in
the joint Statement of Additional Information; however, the Funds deem this
possibility slight.

Shareholder inquiries may be made by writing to The Vintage Funds, c/o
Unified Advisers, Inc., P.O. Box 6110, Indianapolis, Indiana 46206-6110, or by
calling 1-800-408-4682 (1-800-40-VINTAGE).

<PAGE>
PART B. STATEMENT OF ADDITIONAL INFORMATION

THE VINTAGE FUNDS

STATEMENT OF ADDITIONAL INFORMATION

February 1, 1997

This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus of
The Vintage Funds (the "Trust"), dated February 1, 1997, as may be revised
from time to time. To obtain a copy of the Trust's Prospectus, please write to
The Vintage Funds at P.O. Box 6110, Indianapolis, Indiana 46206-6110, or call
1-800-408-4682 (1-800-40-VINTAGE).

TABLE OF CONTENTS

Page

Types of Investments and Investment Techniques . . . . . . . . . .
Investment Limitations . . . . . . . . . . . . . . . . . . . . . .
Management of the Trust. . . . . . . . . . . . . . . . . . . . . .
Investment Advisory Arrangements . . . . . . . . . . . . . . . . .
Distribution Arrangements. . . . . . . . . . . . . . . . . . . . .
Administrative Services Arrangements . . . . . . . . . . . . . . .
Brokerage Transactions . . . . . . . . . . . . . . . . . . . . . .
Purchase and Redemption . . . . . . . . . . . . . . . . . . . . .
Determination of Net Asset Value . . . . . . . . . . . . . . . . .
Tax Status . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Performance Information . . . . . . . . . . . . . . . . . . . . .
Information About the Trust. . . . . . . . . . . . . . . . . . . .
Custodian, Transfer Agent, Fund Accounting Agent,
and Independent Accountants . . . . . . . . . . . . . . . . . .
Financial Statements . . . . . . . . . . . . . . . . . . . . . . .

TYPES OF INVESTMENTS AND INVESTMENT TECHNIQUES

Convertible Securities

The Funds may invest in convertible securities. Convertible securities are
fixed income securities that may be exchanged or converted into a
predetermined number of shares of the issuer's underlying common stock at the
option of the holder during a specified period. Convertible securities may
take the form of convertible preferred stock, convertible bonds or
debentures, units consisting of "usable" bonds and warrants or a combination
of the features of several of these securities. The investment
characteristics of each convertible security vary widely, which allows
convertible securities to be employed for a variety of investment strategies.

The Funds will exchange or convert convertible securities into shares of
underlying common stock when, in the opinion of the investment adviser, the
investment characteristics of the underlying common shares will assist the Fund
in achieving its investment objective. The Funds may also elect to hold or
trade convertible shares. In selecting convertible securities, a Fund's
investment adviser evaluates the investment characteristics of the
convertible security as a fixed income instrument, and the investment
potential of the underlying equity security for capital appreciation. In
evaluating these matters with respect to a particular convertible security,
the investment adviser considers numerous factors, including the economic and
political outlook, the value of the security relative to other investment
alternatives, trends in the determinants of the issuer's profits, and the
issuer's management capability and practices.

Warrants

The Funds (other than the money market Funds) may invest in warrants.
Warrants are basically options to purchase common stock at a specific price
(usually at a premium above the market value of the optioned common stock at
issuance) valid for a specific period of time. Warrants may have a life
ranging from less than one year to twenty years, or they may be perpetual.
However, most warrants have expiration dates after which they are worthless.
In addition, a warrant is worthless if the market price of the common stock
does not exceed the warrant's exercise price during the life of the warrant.
Warrants have no voting rights, pay no dividends, and have no rights with
respect to the assets of the corporation issuing them. The percentage
increase or decrease in the market price of the warrant may tend to be
greater than the percentage increase or decrease in the market price of the
optioned common stock. No Fund will invest more than 5% of the value of its
total assets in warrants. Warrants acquired in units or attached to
securities may be deemed to be without value for purposes of this policy.

Corporate Debt Obligations

The Funds may invest in corporate debt obligations, including corporate
bonds, notes, medium term notes, and debentures, which may have floating or
fixed rates of interest.

Ratings. The Funds will not invest in corporate debt obligations having a
rating of less than A by Moody's Investors Service, Inc. ("Moody's"), Standard
& Poor's Corporation ("S&P"), Fitch Investors Service ("Fitch"), Duff & Phelps,
Inc. ("Duff") or Thompson Bankwatch ("Bankwatch"). (The money market Funds
have higher rating requirements, as described in the Prospectus.) In certain
cases a Fund's investment adviser may choose bonds which are unrated if it
determines that such bonds are of comparable quality or have similar
characteristics to investment grade bonds. Downgraded securities will be
evaluated on a case-by-case basis by the Fund's investment adviser. The
adviser will determine whether or not the security continues to be an
acceptable investment. If not, the security will be sold.

Medium Term Notes and Deposit Notes. Medium term notes ("MTNs") and
Deposit Notes are similar to Variable Rate Demand Notes as described in the
Prospectus. MTNs and Deposit Notes trade like commercial paper, but may have
maturities from 9 months to ten years.

Section 4(2) Commercial Paper. Section 4(2) commercial paper is
commercial paper issued in reliance on the exemption from registration
afforded by Section 4(2) of the Securities Act of 1933. Section 4(2)
commercial paper is restricted as to disposition under federal securities
law and is generally sold to institutional investors, such as the Funds, who
agree that they are purchasing the paper for investment purposes and not
with a view to public distribution. Any resale by the purchaser must be in an
exempt transaction. Section 4(2) commercial paper is normally resold to
other institutional investors like the Funds through or with the assistance
of the issuer or investment dealers who make a market in Section 4(2)
commerical paper, this providing liquidity. The Trust believes that the
criteria for liquidity established by the Board of Trustees are quite liquid.
This Funds intend, therefore, to treat the restricted securities which meet
the criteria for liquidity established by the Trustees, including Section
4(2) commercial paper, as determined by the Funds' investment advisers, as
liquid and not subject to the investment limitation applicable to illiquid
securities. In addition, because Section 4(2) commercial paper is liquid,
the Trust intends to not subject such paper to the limitation applicable
to restricted securities.

Variable and Floating Rate Securities.

The interest rates payable on certain securities in which the Funds may
invest are not fixed and may fluctuate based upon changesin market rates. A
variable rate obligation has an interest rate which is adjusted at
predesignated periods. Interest on a floating rate obligation is adjusted
whenever there is a change in the market rate of interest on which the
interest rate payable is based. Variable or floating rate obligations
generally permit the holders of such obligations to demand payment of principal
from the issuer or a third pary at any time or at stated intervals. Variable
and floating rate obligations are less effective than fixed rate instruments at
locking in a particular yield. Nevertheless, such obligations may fluctuate
in value in response to interest rate changes if there is a delay between
changes in market interest rates and the interest reset date for an
obligation. The Funds will take demand features into consideration in
determining the average portfolio duration of the Fund and the effective
maturity of individual municipal securities. In addition, the absence of an
unconditional demand feature exercisable within seven days will, and the
failure of the issuer or a third party to honor its obligations under a
demand feature might, require a variable or floating rate obligation to be
treated as illiquid for purposes of a Funds 15% limitation on illiquid
investments.

The Funds may invest in floating rate corporate debt obligations,
including increasing rate securities. Floating rate securities are generally
offered at an initial interest rate which is at or above prevailing market
rates. The interest rate paid on these securities is then reset periodically
(commonly every 90 days) to an increment over some predetermined interest
rate index. Commonly utilized indices include the three-month Treasury bill
rate, the six-month Treasury bill rate, the one-month or three-month London
Interbank Offered Rate (LIBOR), the prime rate of a bank, the commercial
paper rates, or the longer-term rates on U.S. Treasury securities.

Some of these floating rate corporate debt obligations include floating
rate corporate debt securities issued by savings and loans and collateralized
by adjustable rate mortgage loans, also known as collateralized thrift notes.
Many of these collateralized thrift notes have received AAA ratings from
nationally recognized statistical rating organizations. Collateralized
thrift notes differ from traditional "pass through" certificates in which
payments made are linked to monthly payments made by individual borrowers net
of any fees paid to the issuer or guarantor of such securities.
Collateralized thrift notes pay a floating interest rate which is tied to a
pre-determined index, such as the six-month Treasury bill rate. Floating
rate corporate debt obligations also include securities issued to fund
commercial real estate construction.

Increasing rate securities, which currently do not make up a significant
share of the market in corporate debt securities, are generally offered at an
initial interest rate which is at or above prevailing market rates. Interest
rates are reset periodically (most commonly every 90 days) at different
levels on a predetermined scale. These levels of interest are ordinarily set
at progressively higher increments over time. Some increasing rate
securities may, by agreement, revert to a fixed rate status. These
securities may also contain features which allow the issuer the option to
convert the increasing rate of interest to a fixed rate under such terms,
conditions, and limitations as are described in each issue's prospectus.

Asset-Backed Securities

Asset-backed securities are created by the grouping of certain
governmental, government related and private loans, receivables and other
lender assets into pools. Interests in these pools are sold as individual
securities. Payments from the asset pools may be divided into several
different tranches of debt securities, with some tranches entitled to receive
regular installments of principal and interest, other tranches entitled to
receive regular installments of interest, with principal payable at maturity
or upon specified call dates, and other tranches only entitled to receive
payments of principal and accrued interest at maturity or upon specified call
dates. Different tranches of securities will bear different interest rates,
which may be fixed or floating.

Because the loans held in the asset pool often may be prepaid without
penalty or premium, asset-backed securities are generally subject to higher
prepayment risks than most other types of debt instruments. Prepayment risks
on mortgage securities tend to increase during periods of declining mortgage
interest rates, because many borrowers refinance their mortgages to take
advantage of the more favorable rates. Depending upon market conditions, the
yield that a Fund receives from the reinvestment of such prepayments, or any
scheduled principal payments, may be lower than the yield on the original
mortgage security. As a consequence, mortgage securities may be a less
effective means of "locking in" interest rates than other types of debt
securities having the same stated maturity and may also have less potential
for capital appreciation. For certain types of asset pools, such as
collateralized mortgage obligations, prepayments may be allocated to one
tranche of securities ahead of other tranches, in order to reduce the risk of
prepayment for the other tranches.

Prepayments may result in a capital loss to the Fund to the extent that the
prepaid mortgage securities were purchased at a market premium over their
stated amount. Conversely, the prepayment of mortgage securities purchased
at a market discount from their stated principal amount will accelerate the
recognition of interest income by the Fund, which would be taxed as ordinary
income when distributed to the shareholders.

Non-Mortgage Related Asset-Backed Securities. The Funds may invest in
non-mortgage related asset-backed securities including, but not limited to,
interests in pools of receivables, such as credit card and accounts
receivable and motor vehicle and other installment purchase obligations and
leases. These securities may be in the form of pass-through instruments or
asset-backed obligations. The securities, all of which are issued by
non-governmental entities and carry no direct or indirect government
guarantee, are structurally similar to collateralized mortgage obligations
and mortgage pass-through securities, which are described below.

Non-mortgage related asset-backed securities present certain risks that
are not presented by mortgage-backed securities. Primarily, these securities
do not have the benefit of the same security interest in the related
collateral. Credit card receivables are generally unsecured and the debtors
are entitled to the protection of a number of state and federal consumer
credit laws, many of which give such debtors the right to set off certain
amounts owed on the credit cards, thereby reducing the balance due. Most
issuers of asset-backed securities backed by motor vehicle installment
purchase obligations permit the servicer of such receivables to retain
possession of the underlying obligations. If the servicer sells these
obligations to another party, there is a risk that the purchaser would
acquire an interest superior to that of the holders of the related asset-
backed securities. Further, if a vehicle is registered in one state and is
then registered because the owner and the obligor move to another state, such
re-registration could defeat the original security interest in the vehicle in
certain cases. In addition, because of the large number of vehicles involved
in a typical issuance and technical requirements under state laws, the
trustee with the holders of asset-backed securities backed by automobile
receivables may not have a proper security interest in all of the obligations
backing such receivables. Therefore, there is a possibility that recoveries
on repossessed collateral may not, in some cases, be available to support
payments on these securities.

Mortgage-Related Asset-Backed Securities. The Funds may also invest in
various mortgage-related asset-backed securities. These types of investments
may include adjustable rate mortgage securities, collateralized mortgage
obligations, real estate mortgage investment conduits, or other securities
collateralized by or representing an interest in real estate
mortgages (collectively, "mortgage securities"). Many mortgage securities are
issued or guaranteed by government agencies.

Adjustable Rate Mortgage Securities ("ARMS"). ARMS are
pass-through mortgage securities representing interests in adjustable rather
than fixed interest rate mortgages. The ARMS in which the Funds invest are
issued by the Government National Mortgage Association ("GNMA"), the Federal
National Mortgage Association ("FNMA"), and the Federal Home Loan
Mortgage Corporation ("FHLMC") and are actively traded. The underlying
mortgages which collateralize ARMS issued by GNMA are fully guaranteed by
the Federal Housing Administration ("FHA") or Veterans Administration
("VA"), while those collateralizing ARMS issued by FHLMC or FNMA are
typically conventional residential mortgages conforming to strict underwriting
size and maturity constraints.

Collateralized Mortgage Obligations ("CMOS"). CMOs are bonds issued
by single-purpose, stand-alone finance subsidiaries or trusts of financial
institutions, government agencies, investment bankers, or companies related to
the construction industry. CMOs purchased by the Funds may be:

collateralized by pools of mortgages in which each mortgage is
guaranteed as to payment of principal and interest by an agency or
instrumentality of the U.S. government;

collateralized by pools of mortgages in which payment of principal and
interest is guaranteed by the issuer and such guarantee is
collateralized by U.S. government securities; or

securities in which the proceeds of the issuance are invested in
mortgage securities and payment of the principal and interest is
supported by the credit of an agency or instrumentality of the U.S.
government.

All CMOs purchased by the Funds are investment grade, as rated by a
nationally recognized statistical rating organization.

Real Estate Mortgage Investment Conduits ("REMICS"). REMICs are
offerings of multiple class real estate mortgage-backed securities which
qualify and elect treatment as such under provisions of the Internal Revenue
Code. Issuers of REMICs may take several forms, such as trusts, partnerships,
corporations, associations, or segregated pools of mortgages. Once REMIC
status is elected and obtained, the entity is not subject to federal income
taxation. Instead, income is passed through the entity and is taxed to the
person or persons who hold interests in the REMIC. A REMIC interest must
consist of one or more classes of "regular interests," some of which may offer
adjustable rates of interest, and a single class of "residual interests." To
qualify as a REMIC, substantially all the assets of the entity must be in
assets directly or indirectly secured principally by real property.

Resets of Interest. The interest rates paid on the ARMS, CMOs, and
REMICs in which the Funds invest generally are readjusted at intervals of one
year or less to an increment over some predetermined interest rate index.
There are two main categories of indices: those based on U.S. Treasury
securities and those derived from a calculated measure, such as a cost of
funds index or a moving average of mortgage rates. Commonly utilized indices
include the one-year and five-year constant maturity Treasury Note rates, the
three-month Treasury Bill rate, the 180-day Treasury Bill rate, rates on
longer-term Treasury securities, the National Median Cost of Funds, the one-
month or three-month London Interbank Offered Rate (LIBOR), the prime rate of
a specific bank, or commercial paper rates. Some indices, such as the one-
year constant maturity Treasury Note rate, closely mirror changes in market
interest rate levels.

To the extent that the adjusted interest rate on the mortgage security
reflects current market rates, the market value of an adjustable rate
mortgage security will tend to be less sensitive to interest rate changes
than a fixed rate debt security of the same stated maturity. Hence, ARMs
which use indices that lag changes in market rates should experience greater
price volatility than adjustable rate mortgage securities that closely mirror
the market.

Caps and Floors. The underlying mortgages which collateralize the ARMS,
CMOs, and REMICs in which the Funds invest will frequently have caps and
floors which limit the maximum amount by which the loan rate to the residential
borrower may change up or down: (1) per reset or adjustment interval, and (2)
over the life of the loan. Some residential mortgage loans restrict periodic
adjustments by limiting changes in the borrower's monthly principal and
interest payments rather than limiting interest rate changes. These payment
caps may result in negative amortization.

The value of mortgage securities in which the Funds invest may be
affected if market interest rates rise or fall faster and farther than the
allowable caps or floors on the underlying residential mortgage loans.
Additionally, even though the interest rates on the underlying residential
mortgages are adjustable, amortization and prepayments may occur, thereby
causing the effective maturities of the mortgage securities in which the
Funds invest to be shorter than the maturities stated in the underlying
mortgages.

Municipal Securities

Investment Risks. Yields on municipal securities depend on a variety of
factors, including: the general conditions of the municipal note market and of
the municipal bond market; the size of the particular offering; the maturity of
the obligations; and the rating of the issue. The ability of a Fund to
achieve its investment objective also depends on the continuing ability of
the issuers of municipal securities and participation interests, or the
guarantors of either, to meet their obligations for the payment of interest
and principal when due.

Concentration. Governmental issuers of municipal securities are not
considered part of any "industry." However, municipalsecurities backed only by
the assets and revenues of nongovernmental users may, for this purpose, be
deemed to be related to the industry in which such nongovernmental users
engage, and the 25% limitation would apply to such obligations. It is
nonetheless possible that the Fund may invest more than 25% of its assets in
a broader segment of the municipal securities market, such as industrial
development bonds and revenue obligations of hospitals and other health care
facilities, housing agency revenue obligations, or airport revenue
obligations. This would be the case only if the Fund determines that the
yields available from obligations in a particular segment of the market
justified the additional risks associated with a large investment in such
segment. Although such obligations could be supported by the credit of
governmental users or by the credit of nongovernmental users engaged in a
number of industries, economic, business, political and other developments
generally affecting the revenues of such users (for example, proposed
legislation or pending court decisions affecting the financing of such
projects and market factors affecting the demand for their services or
products) may have a general adverse effect on all municipal securities in
such a market segment.

Also included within the general category of municipal securities are
certain lease obligations or installment purchase contract obligations and
participations therein (hereinafter collectively called "lease obligations")
of municipal authorities or entities. Although lease obligations do not
constitute general obligations of the municipality for which the municipality's
taxing power is pledged, a lease obligation is ordinarily backed by the
municipality's covenant to budget for, appropriate and make the payments due
under the lease obligation. Interest on lease obligations is tax-exempt to the
same extent as if the municipality had issued debt obligations to finance the
underlying project or purchase. However, certain lease obligations
contain "non-appropriation" clauses which provide that the municipality has no
obligation to make lease or installment purchase payments in future years
unless money is appropriated for such purpose on a yearly basis. If the
entity does not appropriate funds for the future lease payments, the entity
cannot be compelled to make such payments. Furthermore, a lease may provide
that the certificate trustee cannot accelerate lease obligations upon
default. The trustee would only be able to enforce lease payments as they
became due. In the event of a default or failure of appropriation, it is
unlikely that the trustee would be able to obtain an acceptable substitute
source of payment. The Fund does not intend to invest more than 10% of its
total assets in non-puttable lease obligations that contain "non-
appropriation" clauses.

In addition to the "non-appropriation" risk, these securities represent a
relatively new type of financing that has not yet developed the depth of
marketability associated with more conventional bonds and some lease
obligations may be illiquid. Although "non-appropriation" lease obligations
are generally secured by the leased property, disposition of the property in
the event of foreclosure might prove difficult. In addition, the tax
treatment of such obligations in the event of non-appropriation is unclear.

Some municipal leases may be considered to be illiquid. However, some
municipal leases may contain put provisions which grant the Fund the right to
sell the securities to the issuer at a predetermined price and date. Such
provisions improve the marketability and enhance the liquidity of the security.
In determining the liquidity of municipal lease securities, the Fund's
investment adviser will base its determination on the following factors:

whether the lease can be terminated by the lessee;

the potential recovery, if any, from a sale of the leased property upon
termination of the lease;

the lessee's general credit strength (e.g., its debt,
administrative, economic and financial characteristics and prospects);

the likelihood that the lessee will discontinue appropriating
funding for the leased property because the property is no longer
deemed essential to its operations (e.g., the potential for an
"event of non-appropriation," which the Fund's investment adviser
will continually monitor); and

any credit enhancement or legal recourse provided upon an event of
non-appropriation or other termination of the lease.

Industrial Development Bonds. Industrial development bonds are generally
issued to provide financing aid to acquire sites or construct and equip
facilities for use by privately or publicly owned corporations. Most state
and local governments have the power to permit the issuance of industrial
development bonds to provide financing for such corporations in order to
encourage the corporations to locate within their communities. Industrial
development bonds do not represent a pledge of credit or create any debt of
municipality or a public authority, and no taxes may be levied for payment of
principal or interest on these bonds. The principal and interest is payable
solely out of monies generated by the entities using or purchasing the sites
or facilities. These bonds will be considered municipal securities if the
interest paid on them, in the opinion of bond counsel, is exempt from federal
regular income tax.

Municipal Notes. Municipal securities in the form of notes generally are
used to provide for short-term capital needs, in anticipation of an issuer's
receipt of other revenues or financing, and typically have maturities of up
to three years. Such instruments may include Tax Anticipation Notes, Revenue
Anticipation Notes, Bond Anticipation Notes, Tax and Revenue Anticipation
Notes and Construction Loan Notes. Tax Anticipation Notes are issued to
finance the working capital needs of governments. Generally, they are issued
in anticipation of various tax revenues, such as income, sales, property, use
and business taxes, and are payable from these specific future taxes. Revenue
Anticipation Notes are issued in expectation of receipt of other kinds of
revenue, such as federal revenues available under Federal Revenue Sharing
programs. Bond Anticipation Notes are issued to provide interim financing
until long-term bond financing can be arranged. In most cases, the long-term
bonds then provide the funds needed for repayment of the notes. Tax and
Revenue Anticipation Notes combine the funding sources of both Tax
Anticipation Notes and Revenue Anticipation Notes. Construction Loan Notes
are sold to provide construction financing. These notes are secured by
mortgage notes insured by the Federal Housing Authority; however, the
proceeds from the issuance may be less than the economic equivalent of the
payment of principal and interest on the mortgage note if there has been a
default. The obligations of an issuer of municipal notes are generally
secured by the anticipated revenues from taxes, grants or bond financing. An
investment in such instruments, however, presents a risk that the anticipated
revenues will not be received or that such revenues will be insufficient to
satisfy the issuer's payment obligations under the notes or that refinancing
will be otherwise unavailable.

Pre-Refunded Municipal Securities. The Fund may invest in pre-refunded
municipal securities. The principal of and interest on pre-refunded
municipal securities are no longer paid from the original revenue source for
the municipal securities. Instead, the source of such payments is typically
an escrow fund consisting of obligations issued or guaranteed by the U.S.
Government. The assets in the escrow fund are derived from the proceeds of
refunding bonds issued by the same issuer as the pre-refunded municipal
securities, but usually on more favorable terms. Issuers of municipal
securities use this advance refunding technique to obtain more favorable
terms with respect to municipal securities that are not yet subject to call
or redemption by the issuer. For example, advance refunding enables an
issuer to refinance debt at lower market interest rates, restructure debt to
improve cash flow or eliminate restrictive covenants in the indenture or
other governing instrument for the pre-refunded municipal securities.
However, except for a change in the revenue source from which principal and
interest payments are made, the pre-refunded municipal securities remain
outstanding on their original terms until they mature or are redeemed by the
issuer. The effective maturity of pre-refunded municipal securities will be
the redemption date if the issuer has assumed an obligation or indicated its
intention to redeem such securities on the redemption date. Pre-refunded
municipal securities are usually purchased at a price which represents a
premium over their face value.

Insurance. The Fund may invest in "insured" municipal securities.
Insured municipal securities are those for which scheduled payments of
interest and principal are guaranteed by a private (nongovernmental)
insurance company. The insurance only entitles the Fund to receive the face
or par value of the securities held by the Fund. The insurance does not
guarantee the market value of the municipal securities or the value of the
shares of the Fund.

The Fund may utilize new issue or secondary market insurance. A new
issue insurance policy is purchased by a bond issuer who wishes to increase the
credit rating of a security. By paying a premium and meeting the insurer's
underwriting standards, the bond issuer is able to obtain a high credit rating
(usually, Aaa from Moody's or AAA from Standard & Poor's) for the issued
security. Such insurance is likely to increase the purchase price and resale
value of the security. New issue insurance policies are non-cancellable and
continue in force as long as the bonds are outstanding. A secondary market
insurance policy is purchased by an investor (such as the Fund) subsequent to
a bond's original issuance and generally insures a particular bond for the
remainder of its term. The Fund may purchase bonds which have already been
insured under a secondary market insurance policy by a prior investor, or the
Fund may itself purchase such a policy from insurers for bonds which are
currently uninsured.

An insured municipal security acquired by a Fund will typically be
covered by only one of the above types of policies. All of the insurance
policies used by the Fund will be obtained only from insurance companies
rated, at the time of purchase, Aaa by Moody's or AAA by Standard & Poor's.

Participation Interests

The Funds may purchase participation interests from financial institutions
such as commercial banks, savings and loan associations and insurance
companies. These participation interests give the Fund an undivided interest
in one or more underlying municipal securities. The financial institutions
from which the Fund purchases participation interests frequently provide or
obtain irrevocable letters of credit or guarantees to attempt to assure that
the participation interests are of high quality. These typically give the
Fund the right to demand payment of the principal amounts of the
participation interests plus accrued interest on short notice (usually
within seven days).

Zero Coupon and Capital Appreciation Bonds

Zero coupon and capital appreciation securities carry the risk that,
unlike securities that periodically pay interest to maturity, the Fund will
realize no cash until a specified future payment date unless a portion of
such securities is sold and, if the issuer of such securities defaults, the
Fund may obtain no return at all on its investment. In addition, even though
such securities do not pay current interest in cash, the Fund is nonetheless
required to accrue income on such investments and may be required to
distribute such amounts at least annually. Because no cash is received at
the time of the accrual, the Fund may be required to liquidate other
portfolio securities to satisfy the Fund's distribution obligations.

Foreign Securities

Each Fund may invest in foreign securities, including foreign securities
not publicly traded in the United States. As described in the Prospectus,
investments in foreign securities involve special risks that differ from those
associated with investments in domestic securities.

Emerging and Developing Countries. The risks described in the
Prospectus often are heightened for investments in emerging or developing
countries. Compared to the United States and other developed countries,
emerging or developing countries may have relatively unstable governments,
economies based on only a few industries, and securities markets that trade a
small number of securities. Prices on these exchanges tend to be volatile
and, in the past, securities in these countries have offered a greater
potential for gain (as well as loss) than securities of companies located in
developed countries. Further, investment by foreign investors are subject to
a variety of restrictions in many emerging or developing countries. These
restrictions may take the form of prior governmental approval, limits on the
amount or type of securities held by foreigners, and limits on the type of
companies in which foreigners may invest. Additional restrictions may be
imposed at any time by these and other countries in which a Fund invests. In
addition, the repatriation of both investment income and capital from several
foreign countries is restricted and controlled under certain regulations,
including in some cases the need for certain government consents.

Currency Risks. Foreign securities are denominated in foreign currencies.
Therefore, the value in U.S. dollars of a Fund's assets and income may be
affected by changes in exchange rates and regulations. Although each Fund
values its assets daily in U.S. dollars, it will not convert its holdings of
foreign currencies to U.S. dollars daily. When a Fund converts its holdings
to another currency, it may incur conversion costs. Foreign exchange dealers
realize a profit on the difference between the prices at which they buy and
sell currencies.

A Fund may engage in foreign currency exchange transactions in connection
with its investments in foreign securities. The Fund will conduct its foreign
currency exchange transactions either on a spot (i.e., cash) basis at the
spot rate prevailing in the foreign currency exchange market or through forward
contracts to purchase or sell foreign currencies.

Forward Foreign Currency Exchange Contracts. A forward foreign currency
exchange contract involves an obligation to purchase or sell a specific
currency at a future date, which may be any fixed number of days from the
date of the contract agreed upon by the parties, at a price set at the time
of the contract. These contracts are traded directly between currency traders
(usually large commercial banks) and their customers. When a Fund enters
into a contract for the purchase or sale of a security denominated in a
foreign currency, it may want to establish the U.S. dollar cost or proceeds,
as the case may be. By entering into a forward contract in U.S. dollars for
the purchase or sale of the amount of foreign currency involved in an
underlying security transaction, the Fund is able to protect itself against a
possible loss between trade and settlement dates resulting from an adverse
change in the relationship between the U.S. dollar and such foreign currency.
However, this tends to limit potential gains which might result from a
positive change in such currency relationships.

A Fund will not enter into forward foreign currency exchange contracts or
maintain a net exposure in such contracts where the Fund would be obligated to
deliver an amount of foreign currency in excess of the value of the Fund's
securities or other assets denominated in that currency or denominated in a
currency or currencies that the adviser believes will reflect a high degree of
correlation with the currency with regard to price movements. The Fund
generally will not enter into forward foreign currency exchange contracts with
a term longer than one year.

Foreign Currency Options. A foreign currency option provides the option
buyer with the right to buy or sell a stated amount of foreign currency at the
exercise price on a specified date or during the option period. The owner of a
call option has the right, but not the obligation, to buy the currency.
Conversely, the owner of a put option has the right, but not the obligation, to
sell the currency. When the option is exercised, the seller (i.e., writer)
of the option is obligated to fulfill the terms of the sold option. However,
either the seller or the buyer may, in the secondary market, close its
position during the option period at any time prior to expiration.

A call option on foreign currency generally rises in value if the
underlying currency appreciates in value, and a put option on foreign
currency generally falls in value if the underlying currency depreciates in
value. Although purchasing a foreign currency option can protect a Fund
against an adverse movement in the value of a foreign currency, the option
will not limit the movement in the value of such currency. For example, if
the Fund was holding securities denominated in a foreign currency that was
appreciating and had purchased a foreign currency put to hedge against a
decline in the value of the currency, the Fund would not have to exercise
their put option. Likewise, if the Fund were to enter into a contract to
purchase a security denominated in foreign currency and, in conjunction with
that purchase, were to purchase a foreign currency call option to hedge
against a rise in value of the currency, and if the value of the currency
instead depreciated between the date of purchase and the settlement date, the
Fund would not have to exercise its call. Instead, the Fund could acquire in
the spot market the amount of foreign currency needed for settlement.

Buyers and sellers of foreign currency options are subject to the same
risks that apply to options generally. In addition, there are certain
additional risks associated with foreign currency options. The markets in
foreign currency options are relatively new, and a Fund's ability to
establish and close out positions on such options is subject to the
maintenance of a liquid secondary market. Although a Fund will not purchase
or write such options unless and until, in the opinion of the Fund's
investment adviser, the market for them has developed sufficiently to ensure
that the risks in connection with such options are not greater than the risks
in connection with the underlying currency, there can be no assurance that a
liquid secondary market will exist for a particular option at any specific
time. In addition, options on foreign currencies are affected by all of
those factors that influence foreign exchange rates and investments
generally. Foreign currency options that are considered to be illiquid are
subject to each Fund's 15% limitation on illiquid securities.

The value of a foreign currency option depends upon the value of the
underlying currency relative to the U.S. dollar. As a result, the price of the
option position may vary with changes in the value of either or both currencies
and may have no relationship to the investment merits of a foreign security.
Because foreign currency transactions occurring in the interbank market involve
substantially larger amounts than those that may be involved in the use of
foreign currency options, investors may be disadvantaged by having to deal in
an odd lot market (generally consisting of transactions of less than $1
million) for the underlying foreign currencies at prices that are less
favorable than for round lots.

There is no systematic reporting of last sale information for foreign
currencies or any regulatory requirement that quotations available through
dealers or other market sources be firm or revised on a timely basis.
Available quotation information is generally representative of very large
transactions in the interbank market and thus may not reflect relatively
smaller transactions (i.e., less than $1 million) where rates may be less
favorable. The interbank market in foreign currencies is a global, around-
the-clock market. To the extent that the U.S. option markets are closed
while the markets for the underlying currencies remain open, significant
price and rate movements may take place in the underlying markets that cannot
be reflected in the options markets until they reopen.

Foreign Bank Instruments

Each Fund may invest in foreign bank instruments, including Eurodollar
Certificates of Deposit ("ECDs"), Eurodollar Time Deposits ("ETDs"), Yankee
Certificates of Deposit ("Yankee Cds"), and Europaper. These instruments are
subject to somewhat different risks than domestic obligations of domestic
issuers. Examples of these risks include international, economic and political
developments, foreign governmental restrictions that may adversely affect the
payment of principal or interest, foreign withholdings or other taxes on
interest income, difficulties in obtaining or enforcing a judgment against
the issuing bank, and the possible impact of interruptions of the flow of
international currency transactions. Different risks may also exist for
ECDs, ETDs, and Yankee Cds because the banks issuing these instruments, or
their domestic or foreign branches, are not necessarily subject to the same
regulatory requirements that apply to domestic banks, such as reserve
requirements, loan requirements, loan limitations, examinations, accounting,
auditing, and recording keeping and the public availability of information.
These factors will be carefully considered by a Fund's adviser in selecting
investments for the Fund.

U.S. Government Securities

Each Fund may invest in obligations issued or guaranteed by the U.S.
government and its agencies, authorities or instrumentalities. Some U.S.
government securities, such as Treasury bills, notes and bonds, which differ
only in their interest rates, maturities and times of issuance, are supported
bythe full faith and credit of the United States of America. Others, such
as obligations issued or guaranteed by U.S. government agencies, authorities or
instrumentalities, are supported either by (a) the full faith and credit of
the U.S. government (such as securities of the Small Business
Administration), (b) the right of the issuer to borrow from the Treasury
(such as securities of Federal Home Loan Banks), (c) the discretionary
authority of the U.S. government to purchase the agency's obligations (such
as securities of the Federal National Mortgage Association), or (d) only the
credit of the issuer (such as securities of the Financing Corporation). The
U.S. government is under no legal obligation to purchase the obligations of
its agencies, authorities and instrumentalities. Securities guaranteed as to
principal and interest by the U.S. government and its agencies, authorities
or instrumentalities are deemed to include (i) securities for which the
payment of principal and interest is based by a guaranty of the U.S.
government or its agencies, authorities or instrumentalities, and (ii)
participations in loans made to foreign governments or their agencies that
are so guaranteed. The secondary market for certain of these participations
is limited. Such participations may therefore be regarded as illiquid.

Options

Each Fund (other than the money market Funds) may attempt to hedge all or
a portion of its portfolio by buying put options on portfolio securities.
These Funds may also write covered call options on portfolio securities to
attempt to increase their current income. Each Fund currently does not
intend to invest more than 5% of its net assets in premiums on options
transactions.

Purchasing Put Options on Portfolio Securities. A Fund may purchase put
options on portfolio securities to protect against price movements in
particular securities in its portfolio. A put option gives the Fund, in
return for a premium, the right to sell the underlying security to the writer
(seller) at a specified price during the term of the option.

Writing Covered Call Options on Portfolio Securities. A Fund may also
write covered call options to generate income. As writer of a call option, the
Fund has the obligation upon exercise of the option during the option period to
deliver the underlying security upon payment of the exercise price. The Fund
may only sell call options either on securities held in its portfolio or on
securities which it has the right to obtain without payment of further
consideration (or has segregated cash in the amount of any additional
consideration).

Purchasing and Writing Over-The-Counter Options. A Fund may purchase
and write over-the-counter options on portfolio securities in negotiated
transactions with the buyers or writers of the options for those options on
portfolio securities held by the Fund and not traded on an exchange.
Over-the-counter options are two party contracts with price and terms
negotiated between buyer and seller. In contrast, exchange-traded options are
third party contracts with standardized strike prices and expiration dates
and are purchased from a clearing corporation. Exchange-traded options have a
continuous liquid market while over-the-counter options may not.

Financial Futures and Options on Financial Futures

Each Fund (other than the money market Funds) may purchase and sell
financial futures contracts to hedge all or a portion of its portfolio against
changes in interest rates. However, none of the Funds intends to do so during
the current fiscal year. Financial futures contracts call for the delivery of
particular debt instruments at a certain time in the future. The seller of
the contract agrees to make delivery of the type of instrument called for in
the contract and the buyer agrees to take delivery of the instrument at the
specified future time.

Each Fund (other than the money market Funds) may also write call options
and purchase put options on financial futures contracts as a hedge to attempt
to protect securities in its portfolio against decreases in value. However,
none of the Funds intends to do so during the current fiscal year. When a
Fund writes a call option on a futures contract, it is undertaking the
obligation of selling a futures contract at a fixed price at any time during
a specified period if the option is exercised. Conversely, as purchaser of a
put option on a futures contract, the Fund is entitled (but not obligated) to
sell a futures contract at the fixed price during the life of the option.

No Fund may purchase or sell futures contracts or related options if
immediately thereafter the sum of the amount of margin deposits on the Fund's
existing futures positions and premiums paid for related options would exceed
5% of the market value of the Fund's total assets. When a Fund purchases a
futures contract, an amount of cash and cash equivalents, equal to the
underlying commodity value of the futures contract (less any related margin
deposits), will be deposited in a segregated account with the Fund's custodian
(or the broker, if legally permitted) to collateralize the position and thereby
insure that the use of such futures contract is unleveraged.

Risks. When a Fund uses financial futures and options on financial
futures as hedging devices, there is a risk that the prices of the securities
subject to the futures contracts may not correlate perfectly with the prices
of the securities in the Fund's portfolio. This may cause the futures
contracts and any related options to react differently than the portfolio
securities to market changes. In addition, the Fund's investment adviser
could be incorrect in its expectations about the direction or extent of
market factors such as interest rate movements. In these events, the Fund
may lose money on the futures contracts or options. It is not certain that a
secondary market for positions in futures contracts or for options will exist
at all times. Although the investment adviser will consider liquidity before
entering into options transactions, there is no assurance that a liquid
secondary market on an exchange or otherwise will exist for any particular
futures contract or option at any particular time. The Fund's ability to
establish and close out futures and options positions depends on this secondary
market.

Weighted Average Portfolio Duration

The Taxable Fixed Income Fund will seek to limit, to the extent consistent
with the Fund's investment objective of current income, the magnitude of
fluctuations in the Fund's net asset value by limiting the dollar-weighted
average duration of the Fund's portfolio as set forth in the Prospectus.
Duration is a commonly used measure of the potential volatility of the price of
a debt security, or the aggregate market value of a portfolio of debt
securities, prior to maturity. Securities with shorter durations generally
have less volatile prices than securities of comparable quality with longer
durations. A Fund should be expected to maintain a higher average duration
during periods of lower expected market volatility, and a lower average
duration during periods of higher expected market volatility.

Duration measures the magnitude of the change in the price of a debt
security relative to a given change in the market rate of interest. The
duration of a debt security depends upon three primary variables: the
security's coupon rate, maturity date and the level of market interest rates
for similar debt securities. Generally, debt securities with lower coupons
or longer maturities will have a longer duration than securities with higher
coupons or shorter maturities.

Duration is calculated by dividing the sum of the time-weighted values of
cash flows of a security or portfolio of securities, including principal and
interest payments, by the sum of the present values of the cash flows.
Certain debt securities, such as asset-backed securities, may be subject to
prepayment at irregular intervals. The duration of these instruments will be
calculated based upon assumptions established by the investment adviser as to
the probable amount and sequence of principal prepayments.

Credit Enhancement

Certain of the Funds' investments may have been credit enhanced by a
guaranty, letter of credit or insurance. The Funds typically evaluate the
credit quality and ratings of credit enhanced securities based upon the
financial condition and ratings of the party providing the credit enhancement
(the "credit enhancer"), rather than the issuer. Generally, a Fund will not
treat credit enhanced securities as having been issued by the credit enhancer
for diversification purposes. However, under certain circumstances applicable
regulations may require the Fund to treat the securities as having been
issued by both the issuer and the credit enhancer. The bankruptcy,
receivership or default of the credit enhancer will adversely affect the
quality and marketability of the underlying security.

Credit Facilities

All of the Funds may invest in demand notes and revolving credit
facilities that qualify as money market instruments. Demand notes are
borrowing arrangements between a corporation and an institutional lender
(such as the Fund) payable upon demand by either party. The notice period
for demand typically ranges from one to seven days, and the party may demand
full or partial payment. Revolving credit facilities are borrowing
arrangements in which the lender agrees to make loans up to a maximum amount
upon demand by the borrower during a specified term. As the borrower repays
the loan, an amount equal to the repayment may be borrowed again during the
term of the facility. The Fund generally acquires a participation interest
in a revolving credit facility from a bank or other financial institution.
The terms of the participation require the Fund to make a pro rata share of
all loans extended to the borrower and entitles the Fund to a pro rata share
of all payments made by the borrower. Demand notes and revolving facilities
usually provide for floating or variable rates of interest. These
instruments are subject to the considerations described above with regard to
foreign securities.

Demand Features

The Funds may acquire securities that are subject to puts and standby
commitments ("demand features") to purchase the securities at their principal
amount (usually with accrued interest) within a fixed period following a demand
by the Fund. The demand feature may be issued by the issuer of the underlying
securities, a dealer in the securities or by another third party, and may not
be transferred separately from the underlying security. A Fund uses these
arrangements to provide the Fund with liquidity and not to protect against
changes in the market value of the underlying securities. The bankruptcy,
receivership or default by the issuer of the demand feature, or a default on
the underlying security or other event that terminates the demand feature
before its exercise, will adversely affect the liquidity of the underlying
security. Demand features that are exercisable even after a payment default
on the underlying security are treated as a form of credit enhancement.

When-Issued and Delayed Delivery Transactions

These transactions are arrangements in which a Fund purchases securities
with payment and delivery scheduled for a future time. The Fund engages in
when-issued and delayed delivery transactions only for the purpose of acquiring
portfolio securities consistent with the Fund's investment objective and
policies, and not for investment leverage.

These transactions are made to secure what is considered to be an
advantageous price and yield for the Fund. Settlement dates may be a month or
more after entering into these transactions, and the market values of the
securities purchased may vary from the purchase prices.

No fees or other expenses, other than normal transaction costs, are
incurred. However, liquid assets of the Fund sufficient to make payment for
the securities to be purchased are segregated at the trade date. These
securities are marked to market daily and are maintained until the
transaction is settled. Each Fund may engage in these transactions to an
extent that would cause the segregation of an amount up to 25% of the value
of its net assets.

Lending of Portfolio Securities

A Fund will only enter into loan arrangements with broker/dealers, banks,
or other institutions which its investment adviser has determined are
creditworthy under guidelines established by the Board of Trustees. In these
loan arrangements, the Fund will receive collateral in the form of cash or U.S.
government securities equal to at least 100% of the value of the securities
loaned. The Fund continues to be entitled to payments in amounts equal to the
interest, dividends and other distributions on the loaned security and receives
interest on the amount of the loan. The collateral received when a Fund lends
portfolio securities must be valued daily and, should the market value of the
loaned securities increase, the borrower must furnish additional collateral to
the Fund. During the time portfolio securities are on loan, the borrower pays
the Fund any dividends or interest paid on such securities. Loans are subject
to termination at the option of the Fund or the borrower. The Fund may pay
reasonable administrative and custodial fees in connection with a loan and may
pay a negotiated portion of the interest earned on the cash or equivalent
collateral to the borrower or placing broker.

Selling Securities Short

The Starwood Strategic Fund may sell securities short. When the Fund
makes a short sale, it must leave the proceeds from the short sale with the
broker and it must also deposit with the broker a certain amount of cash or
government securities to collateralize its obligation to replace the borrowed
securities which have been sold. In addition, the Fund must put in a
segregated account (not with the broker) an amount of cash or U.S.
government securities equal to the difference between the market value of the
securities sold short at the time they were sold short and any cash or
government securities deposited as collateral with the broker in connection
with the short sale (not including the proceeds from the short sale). In
addition, until the Fund replaces the borrowed security, it will daily
maintain the segregated account at a level so that the amount deposited in
the account plus the amount deposited with the broker (not including the
proceeds from the short sale) will equal the greater of (a) the current
market value of the securities sold short and (b) the market value of the
securities at the time they were sold short. As a result of these
requirements, the Fund will not gain any leverage merely by selling short,
except to the extent that it earns interest on the immobilized cash or
government securities while also being subject to the possibility of gain or
loss from the securities sold short. The Fund may sell securities short to
the extent that would cause the amounts on deposits or segregated to equal
25% of the value of its net assets.

Restricted and Illiquid Securities

Restricted securities are any securities in which a Fund may otherwise
invest pursuant to its investment objective and policies, but which are subject
to restriction on resale under federal securities law. Each Fund will limit
investments in illiquid securities, including certain restricted securities not
determined by the Board of Trustees to be liquid, non-negotiable time deposits,
and repurchase agreements providing for settlement in more than seven days
after notice, to 15% of the value of its net assets (10% in the case of the
money market Funds). The ability of the Trustees to determine the liquidity
of certain restricted securities is permitted under the Securities and
Exchange Commission ("SEC") Staff position set forth in the adopting release
for Rule 144A under the Securities Act of 1933 (the "Rule"). The Rule is a
non-exclusive safe harbor for certain secondary market transactions involving
securities subject to restrictions on resale under federal securities laws.
The Rule provides an exemption from registration for resales of otherwise
restricted securities to qualified institutional buyers. The Rule was
expected to further enhance the liquidity of the secondary market for
securities eligible for resale under Rule 144A. The Trust believes that the
Staff of the SEC has left the question of determining the liquidity of all
restricted securities eligible for resale under Rule 144A to the Trustees.
The Trustees consider the following criteria in determining the liquidity of
certain restricted securities:

the frequency of trades and quotes for the security;

the number of dealers willing to purchase or sell the security and
the number of other potential buyers;

dealer undertakings to make a market in the security; and

the nature of the security and the nature of the marketplace trades.

Repurchase Agreements

The Funds require the Custodian to take possession of the securities
subject to repurchase agreements, and these securities are marked to market
daily. To the extent that the original seller does not repurchase the
securities from a Fund, the Fund could receive less than the repurchase price
on any sale of such securities. In the event that a defaulting seller files
for bankruptcy or becomes insolvent, disposition of securities by the Fund
might be delayed pending court action. The Funds believe that under the
regular procedures normally in effect for custody of the Funds' portfolio
securities subject to repurchase agreements, a court of competent
jurisdiction would rule in favor of the Fund and allow retention or
disposition of such securities. A Fund will only enter into repurchase
agreements with banks and other recognized financial institutions such as
broker/dealers which are deemed by the Fund's adviser to be creditworthy
pursuant to guidelines established by the Directors.

Reverse Repurchase Agreements

A reverse repurchase transaction is similar to borrowing cash. In a
reverse repurchase agreement a Fund transfers possession of a portfolio
instrument to another person, such as a financial institution, broker, or
dealer, in return for a percentage of the instrument's market value in cash,
and agrees that on a stipulated date in the future, the Fund will repurchase
the portfolio instrument by remitting the original consideration plus
interest at an agreed upon rate. The use of reverse repurchase agreements
may enable the Fund to avoid selling portfolio instruments at a time when a
sale may be deemed to be disadvantageous, but the ability to enter into
reverse repurchase agreements does not ensure that the Fund will be able to
avoid selling portfolio instruments at a disadvantageous time. When
effecting reverse repurchase agreements, liquid assets of the Fund, in a
dollar amount sufficient to make payment for the obligations to be purchased,
are segregated at the trade date. These securities are marked to market
daily and are maintained until the transaction is settled.

Portfolio Turnover

The Funds will not attempt to set or meet a portfolio turnover rate since
any turnover would be incidental to transactions undertaken in an attempt to
achieve a Fund's investment objective, without regard to the length of time a
particular security may have been held. The Adviser does not anticipate that
portfolio turnover will result in adverse tax consequences.

INVESTMENT LIMITATIONS

Fundamental Investment Limitations

The following investment limitations cannot be changed withouth shareholder
approval. These limitations are considered at the time of purchase; a sale of
securities is not required in the event of a subsequent change in
circumstances.

Selling Short and Buying on Margin

The Funds will not sell securities short or purchase securities on margin,
except that (a) the Starwood Strategic Fund may sell securities short to the
extent that would cause amounts on deposits or segregated as a result thereof
to equal 25% of the value of its net assets, (b) the Funds (other than the
Taxable Money Market Fund and the Tax-Free Money Market Fund may
purchase securities on margin in connection with the purchase and sale of
options, financial futures and options on financial futures, and (c) all
Funds may obtain such short-term credits as are necessary for clearance of
transactions.

Issuing Senior Securities and Borrowing Money

The Funds will not issue senior securities except as required by forward
commitments to purchase securities or currencies and except that each Fund
may borrow money and engage in reverse repurchase agreements in amounts up
to one-third of the value of its total assets, including the amounts borrowed.
The Funds (other than the Starwood Strategic Fund) will not borrow money or
engage in reverse repurchase agreements for investment leverage, but rather as
a temporary, extraordinary, or emergency measure or to facilitate management
of the portfolio by enabling the Fund to meet redemption requests when the
liquidation of portfolio securities is deemed to be inconvenient or
disadvantageous. Each Fund (other than the Starwood Strategic Fund) will not
purchase any securities while borrowings in excess of 5% of its total assets
are outstanding. During the period any reverse repurchase agreements are
outstanding, but only to the extent necessary to assure completion of the
reverse repurchase agreements, the Funds will restrict the purchase of
portfolio instruments to money market instruments maturing on or before the
expiration date of the reverse repurchase agreements.

Pledging Assets

The Funds will not mortgage, pledge, or hypothecate any assets except to
secure permitted borrowings. In those cases, a Fund may pledge assets having
a market value not exceeding the lesser of the dollar amounts borrowed or 15%
of the value of total assets at the time of the borrowing. Margin deposits for
the purchase and sale of options, financial futures contracts and related
options are not deemed to be a pledge.

Diversification of Investments

With respect to securities comprising 75% of the value of its total assets
(100% in the case of the Taxable Money Market Fund), each Fund will not
purchase securities of any one issuer (other than cash, cash items, securities
issued or guaranteed by the government of the United States or its agencies or
instrumentalities and repurchase agreements collateralized by U.S. government
securities, and securities of other investment companies) if as a result more
than 5% of the value of its total assets would be invested in the securities
of that issuer or the Fund would own more than 10% of the outstanding voting
securities of that issuer.

Investing in Real Estate

The Funds will not buy or sell real estate, including limited partnership
interests in real estate, although it may invest in securities of companies
whose business involves the purchase or sale of real estate or in securities
which are secured by real estate or interests in real estate.

Investing in Commodities

The Funds will not purchase or sell commodities, except that the Funds
(other than the Taxable Money Market Fund and the Tax-Free Money Market
Fund) may purchase and sell financial futures contracts and related options.
Further, the Funds may engage in transactions in foreign currencies and may
purchase and sell options on foreign currencies and indices for hedging
purposes.

Underwriting

The Funds will not underwrite any issue of securities, except as it may be
deemed to be an underwriter under the Securities Act of 1933 in connection
with the sale of restricted securities which a Fund may purchase pursuant to
its investment objective, policies, and limitations.

Lending Cash or Securities

Each Fund will not lend any of its assets, except portfolio securities up
to one-third of the value of its total assets. This shall not prevent a Fund
from purchasing or holding U.S. government obligations, money market
instruments, variable rate demand notes, bonds, debentures, notes,
certificates of indebtedness, or other debt securities, entering into
repurchase agreements, or engaging in other transactions where permitted by
the Fund's investment objective, policies and limitations.

Concentration of Investments

Each Fund will not invest 25% or more of the value of its total assets in
any one industry or in government securities of any one foreign country,
except that (i) each Fund may invest without limitation in securities issued
or guaranteed by the U.S. government, its agencies or instrumentalities, (ii)
each of the Aggressive Growth Fund,the Asset Allocation Fund, the First
Lexington Balanced Fund and the Taxable Fixed Income Fund may invest
without limitation in other investment companies and (iii) each of the Taxable
Money Market Fund and the Tax-Free Money Market Fund may invest without
limitation in domestic bank instruments. Governmental issuers of municipal
securities are not considered part of any "industry." The Tax-Free Money
Market Fund may invest more than 25% of the value of its total assets in a
broader segment of the municipal securities market, such as revenue
obligations of hospitals and other health care facilities, housing agency
revenue obligations, or airport revenue obligations.

Investing in Securities of Other Investment Companies

Each Fund will limit its investments in other investment companies to no
more than 3% of the total outstanding voting securities of any one investment
company, will invest no more than 5% of its total assets in any one investment
company, and will invest no more than 10% of its total assets in investment
companies in general, except that each of the Aggressive Growth Fund, the
Asset Allocation Fund, the First Lexington Balanced Fund and the Taxable Fixed
Income Fund may invest of up to 25% of its total assets in any one investment
company and up to 100% of its total assets in investment companies in general,
subject to the other limitations described herein. The foregoing limitations
are not applicable to investment company securities acquired as part of a
merger, consolidation, reorganization or other acquisition.

Dealing in Puts and Calls

The Funds will not deal in puts and calls, except that each Fund (other
than the Taxable Money Market Fund and the Tax-Free Money Market Fund) may
write covered call options and secured put options on up to 25% of its net
assets and may purchase put and call options, provided that no more than 5%
of the fair market value of its net assets may be invested in premiums on
such options.

Non-Fundamental Investment Limitations

The following limitations may be changed by the Board of Trustees without
shareholder approval. Shareholders will be notified before any material change
in these limitations becomes effective.

Investing in Restricted Securities

Each Fund will not invest more than 10% of the value of its total assets in
securities subject to restrictions on resale under the Securities Act of 1933,
except for commercial paper issued under Section 4(2) of the Securities Act of
1933 and certain other restricted securities which meet the criteria for
liquidity as established by the Trustees.

Investing in Illiquid Securities

Each Fund will not invest more than 15% of the value of its net assets (10%
in the case of the money market Funds) in illiquid securities, including
repurchase agreements providing for settlement in more than seven days after
notice, over-the-counter options, certain foreign currency options, and certain
securities not determined by the Trustees to be liquid.

Investing in New Issuers

Each Fund will not invest more than 5% of the value of its total assets in
securities of companies, including their predecessors, that have been in
operation for less than three years. With respect to asset-backed
securities, the Funds will treat the originator of the asset pool as the
company issuing the security for purposes of determining compliance with this
limitation. The Tax-Free Money Market Fund will not invest more than 5% of the
value of its total assets in industrial development bonds where the principal
and interest are the responsibility of companies (or guarantors, where
applicable) with less than three years of continuous operations, including the
operations of any predecessor.

Investing in Issuers whose Securities are Owned by Officers and
Trustees

Each Fund will not purchase or retain the securities of any issuer if the
officers and Trustees of the Trust or its investment adviser owning
individually more than 1/2 of 1% of the issuer's securities together own more
than 5% of the issuer's securities.

Investing in Minerals

The Funds will not purchase or sell oil, gas, or other mineral
exploration or development programs or leases, although they may purchase the
securities of issuers which invest in or sponsor such programs.

Investing in Warrants

Each Fund (other than the Taxable Money Market Fund and the Tax-Free
Money Fund) may invest up to 5% of its total assets in warrants, including
those acquired in units or attached to other securities. To comply with
certain state restrictions, each Fund will limit its investments in such
warrants not listed on the New York or American Stock Exchanges to 2% of its
net assets. (If state restrictions change, this latter restriction may be
revised without notice to shareholder.) For purposes of this investment
restriction, warrants will be valued at the lower of cost or market, except
that warrants acquired by a Fund in units with or attached to securities may
be deemed to be without value.

MANAGEMENT OF THE TRUST

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.

Positions with the Trust
Name, Address and Age and Principal Occupation

* Timothy L. Ashburn (46) Trustee (Chairman of the Board) and
429 N. Pennsylvania St. President of the Trust; Chairman
Indianapolis, IN 46204 of the Board and President, Vintage
Advisers, Inc.(December 1994 to present);
Chairman of the Board, Unified
Corporation, Unified Management
Corporation and Unified Advisers, Inc.
(December 1989 to present); Trust Division
Manager and Senior Trust Officer, Vine
Street Trust Company (July 1991 to April
1994).

Charles H. Binger (40) Trustee of the Trust; Partner, Thompson
One Merchantile Center Coburn (1987 to present).
Suite 3300
St. Louis, MO 63101

Daniel J. Condon (46) Trustee of the Trust; Vice President and
101 Carley Court Officer, International Crankshaft Inc.
Georgetown, KY 40324 (1990 to present); General Manager, Van
Leer Containers, Inc. (1988 through 1990).

Philip L. Conover (50) Trustee of the Trust; Adjunct Professor of
8218 Cypress Hollow Drive Finance, University of South Florida
Sarasota, FL 34238 (August 1994 to present); Managing
Director and Chief Operating Officer,
Federal Housing Finance Board (November
1990 through April 1994); President and
CEO, Trustcorp Bank (February 1989 through
November 1990).

David E. LaBelle (47) Trustee of the Trust; Vice President of
200 Bent Creek Ct. Compensation Benefits, Occidental
Southlake, TX 76092 Petroleum Corporation (May, 1993 to
present); Vice President of Human
Resources, Island Creek Coal Company
(A subsidiary of Occidental Petroleum)
(June, 1990 to April, 1993); Director
of Human Resources, Occidental Chemical
Corporation (March, 1989 to May, 1990).

* Jack R. Orben (58) Trustee of the Trust; Chairman and CEO,
40 Wall St. Associated Family Services (January 1980
New York, NY 10005 to present); Chairman and CEO, Starwood
Corporation (March 1984 to present);
Chairman, Fiduciary Counsel, Inc. (April
1979 to present); Chairman, Estate
Management Company (January 1978 present).

Thomas G. Napurano (55) Treasurer of the Trust; Chief Financial
429 N. Pennsylvania St. Officer, Vintage Advisers, Inc. (January
Indianapolis, IN 46204 1995 to present; Senior Vice President and
Chief Financial Officer of Unified
Corporation, Unified Management
Corporation and Unified Advisers, Inc.

Carol J. Highsmith (32) Secretary of the Trust; Secretary of
429 N. Pennsylvania St. Unified Holdings, Inc. and Vintage
Indianapolis, IN 46204 Advisers, Inc. (October 1996 to present);
employed by Unified Advisers, Inc.
(November 1994 to present).

The Board of Trustees has appointed an Executive Committee composed of
Trustees Ashburn, Conover and Orben. The Executive Committee has all of
the authority of the Board of Trustees except that, without further
authorization by resolution of the Board of Trustees, the Executive Committee
does not have the authority to (i) authorize dividends or other
distributions, (ii) approve or propose to shareholders any action required to
be approved by shareholders under the Trust's Declaration of Trust, By-Laws or
applicable law, (iii) fill vacancies on the Board of Trustees or on any of its
committees, (iv) amend the Trust's Declaration of Trust or By-Laws,
(v) approve any plan of merger involving, or any sale of substantially all the
assets of, any fund of the Trust, whether or not requiring shareholder approval
or (vi) authorize or approve the issuance or sale or a contract for sale of
shares of the Trust.

No executive officer of the Trust receives annual aggregate
compensation from the Trust in excess of $60,000, and no Trustee or executive
officer of the Trust receives any pension or retirement benefits from the
Trust. The table sets forth the total compensation paid by the
Trust during the fiscal year ended September 30, 1996, to each of its
Trustees, all of which consists of meeting fees.

<TABLE>

Compensation Table
<CAPTION>
Name of Trustee Total Compensation
<S> <C>
Timothy L. Ashburn $0
Charles H. Binger $10,000
Daniel J. Condon $10,000
Philip L. Conover $10,000
David E. LaBelle $4,800
Jack R. Orben $0

</TABLE>

Fund Ownership

As of January 2, 1997, the following persons may be deemed to
beneficially own five percent (5%) or more of the Starwood Strategic Fund:
Robert A. Orben, 1080 Pintail Ct., Columbus, IN -- 32.78%; Christine M.
Clemson, 1 Bowdoin St., Shrewsbury, MA -- 6.94%; Judith C. Ristow, 7206
Whitehall Dr., Indianapolis, IN -- 6.27%; David A. Powless, 161 Sagebrush
Dr., Corrales, NM -- 6.35%; Rosa C. Raveneau, 2 Tudor City Pl., Apt 1CN, New
York, NY -- 13.53%.

As of January 2, 1997, the following persons may be deemed to
beneficially own five percent (5%) or more of the Aggressive Growth Fund:
Martin Rhys Farlow, 5049 Potters Pike, Indianapolis, IN -- 6.40%; Wade
Rademacher, 12732 Clay Center Rd., Carmel, IN -- 8.43%; Charles F. Anastoff,
128 Diplomat Ct., Apt. 8, Beech Grove, IN -- 7.15%; Unified Advisers, Inc.,
429 N. Pennsylvania St., Indianapolis, IN 29.96%.

As of January 2, 1997, the following persons may be deemed to
beneficially own five percent (5%) or more of the Asset Allocation Fund:
Vintage Advisers, Inc., -- 5.22%; Unified Advisers, Inc., -- 46.26%; Unified
Holdings, Inc., 429 N. Pennsylvania St., Indianapolis, IN -- 13.61%; Jon S.
Michael Profit Sharing Plan, Jon S. Michael Employer Contribution, 2221
Carberry Dr., West Lafayette, IN -- 9.06%.

As of January 2, 1997, the following persons may be deemed to
beneficially own five percent (5%) or more of the Taxable Fixed Income Fund:
Vintage Advisers, Inc., -- 85.33%; Unified Advisers, Inc., -- 14.67%.

As of January 2, 1997, the following persons may be deemed to
beneficially own five percent (5%) or more of the First Lexington Balanced
Fund (formerly the Municipal Fixed Income Fund): Vintage Advisers, Inc., --
80.94%; Unified Advisers, Inc., -- 19.06%.

As of January 2, 1997, the following persons may be deemed to
beneficially own five percent (5%) or more of the Taxable Money Market Fund:
Unified Advisers, Inc., -- 11.13%.

As of January 2, 1997, the following persons may be deemed to
beneficially own five percent (5%) or more of the Tax-Free Money Market Fund:
Atomic Energy Industrial Labs of SW, Inc., 9261 Kirby Dr., Houston, TX --
6.09%

As of January 2, 1997, as a result of the above described beneficial
ownership, Robert Orben may be deemed to control the Starwood Strategic Fund;
Unified Advisers, Inc., an Indiana corporation, may be deemed to control the
Aggressive Growth Fund and the Asset Allocation Fund; and Vintage Advisers,
Inc., a Delaware corporation, may be deemed to control the Taxable Fixed
Income Fund and the First Lexington Balanced Fund (formerly the Municipal
Fixed Income Fund). Jack Orben and Timothy Ashburn may be deemed to control
Vintage Advisers, Inc. and, therefore, may be deemed to control the Funds
controlled by Vintage Advisers, Inc. Unified Advisers, Inc. is a wholly
owned subsidiary of Unified Holdings, Inc.

In addition to the beneficial ownership described above, the officers and
Trustees as a group beneficially owned as of January 2, 1997, 1.23% of the
Starwood Strategic Fund; 2.40% of the Aggressive Growth Fund; 4.17% of the
Asset Allocation Fund; less than 1% of the Taxable Money Market Fund; and 0%
of the other Funds.

INVESTMENT ADVISORY ARRANGEMENTS

Investment Adviser

The Trust's investment adviser is Vintage Advisers, Inc. (the "Adviser").
Timothy L. Ashburn, Chairman of the Board and President of the Trust, is the
Chairman of the Board and President of the Adviser, and owns 25% of the
Adviser's outstanding voting securities. Jack R. Orben, Trustee of the
Trust, is a director of the Adviser and owns 25% of the Adviser's
outstanding voting securities. Thomas G. Napurano, Treasurer of the Trust, is
the Executive Vice President and Chief Financial Officer of the Adviser.
Carol J. Highsmith, Secretary of the Trust, is Secretary of the Adviser.

Sub-Advisers

Fiduciary Counsel, Inc. ("Fiduciary Counsel") is the sub-adviser to each of
the Laidlaw Fund, the Taxable Money Market Fund, and the Tax-Free Money
Market Fund. Starwood Corporation, is the sub-adviser of the Starwood
Strategic Fund. Each of Fiduciary Counsel and Starwood Corporation (the
"Sub-Advisers") are controlled by Associated Family Services, Inc. ("AFS").
Jack R. Orben, Trustee of the Trust, is Chairman and CEO of each of Fiduciary
Counsel, Starwood Corporation and AFS. Mr. Orben owns 33% of the outstanding
voting securities of AFS.

Health Financial, Inc. is the sub-adviser to the First Lexington Balanced
Fund. Dr. Gregory W. Kasten is the sole shareholder of Health Financial,
Inc.

Advisory Fees

For their advisory services, the Adviser and each Sub-Adviser receives
an annual investment advisory fee as described in the Prospectus. For the
fiscal year ended September 30, 1996, the Taxable Money Market Fund and the
Tax-Free Money Market Fund paid advisory fees of $194,953 and $28,468,
respectively, and the Adviser waived its entire advisory fee with respect to
the other Funds. Fiduciary Counsel, Inc., Sub-Adviser to the Money Market
Funds, received $24,166 and $3,525 from the Adviser for advisory services
provided to the Taxable Money Market Fund and the Tax-Free Money Market Fund,
respectively. During the period from June 2, 1995 (commencement of
operations) through September 30, 1995, the Adviser waived its entire
advisory fee with respect to each Fund. The Sub-Advisers were not paid any
sub-advisory fees during that period.

The Adviser has undertaken to comply with the expense limitation
established by certain states for investment companies whose shares are
registered for sale in those states. If a Fund's operating expenses exceed
this expense limitation, the investment advisory fee will be reduced by the
amount of the excess, subject to an annual adjustment. If the expense
limitation is exceeded, the amount to be waived by the Adviser will be
limited, in any single fiscal year, by the amount of the investment advisory
fee.

DISTRIBUTION ARRANGEMENTS

Rule 12b-1 under the Investment Company Act of 1940 describes the
circumstances under which an investment company such as the Trust may,
directly or indirectly, bear the expenses of distributing its shares. The Rule
defines such distribution expenses to include the cost of any activity which is
primarily intended to result in the sale of Trust shares.

The Trust has adopted a Distribution Plan with respect to each of the eight
Funds. Pursuant to this Plan, the Funds are authorized to incur distribution
expenses including those incurred in connection with preparing and distributing
sales literature and advertising, preparing, printing and distributing
prospectuses and statements of additional information used for other than
regulatory purposes or distribution to existing shareholders, implementing
and operating the Plan, and compensating third parties for their distribution
services. Distribution expenses attributable to a particular Fund are borne
by that Fund. Distribution expenses which are not readily identifiable as
attributable to a particular Fund are allocated among the Funds based on the
relative size of their average net assets.

Each Fund may expend annually up to 0.10% of the Fund's average daily net
assets pursuant to the Plan. A report of the amounts so expended by each Fund
and the purpose of the expenditures must be made to and reviewed by the
Board of Trustees at least quarterly. In addition, the Plan may not be amended
to increase materially the costs which any Fund may bear for distribution
pursuant to the Plan without approval of the amendment by the shareholders
of the affected Fund.

The Board of Trustees expects that the adoption of the Plan will
result in the sale of a sufficient number of shares so as to allow the Funds
to achieve economic viability. It is also anticipated that an increase in
the size of each Fund will facilitate more efficient portfolio management and
assist the Fund in seeking to achieve its investment objective.

During the period ended September 30, 1996, Unified Management Corporation,
the Trust's distributor, spent $76,800 under the Distribution Plan. Of this
amount, approximately $16,086 was spent on printing and mailing marketing
materials; $47,500 was spent on sales and marketing payroll; $2,283 was spent
on advertising and $10,700 was spent on sales related travel and entertainment
expenses. The Trust's total reimbursement of the distributor was .10% of each
Fund's average daily net assets, or $45,588.

ADMINISTRATIVE SERVICES ARRANGEMENTS

The Trust has adopted a Shareholders Services Plan (the "Services
Plan") with respect to each Fund. Pursuant to the Services Plan, the Funds are
authorized to incur annual expenses of up to 0.15% of their average daily net
assets for administrative support services provided their shareholders. Such
expenses may include costs and expense incurred by third parties
for administrative services to the Funds' shareholders, including answering
shareholder inquiries, maintenance of shareholder accounts, performing sub
accounting, obtaining taxpayer identification number certificates from
shareholders, personnel whose time is attributable to servicing the
shareholders of the Funds, and the provision of personal services to
shareholders. For the fiscal year ended September 30, 1996, the Trust's
Administrator, Unified Advisers, Inc., received the following payments pursuant
to the Services Plan: Starwood Strategic Fund, $598; Aggressive Growth Fund,
$972; Fiduciary Value Fund (now the Laidlaw Fund), $56; Asset Allocation Fund,
$994; Taxable Fixed Income Fund, $41; Municipal Fixed Income Fund (now the
First Lexington Balanced Fund), $45; Taxable Money Market Fund, $52,637;
Tax-Free Money Market Fund, $7,686. During the period from June 2, 1995 to
September 30, 1995, no amounts were expended under the Services Plan by any
Fund.

BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and sale of
portfolio instruments, a Fund's investment adviser looks for prompt execution
of the order at a favorable price. In working with dealers, the adviser will
generally use those who are recognized dealers in specific portfolio
instruments, except when a better price and execution of the order can be
obtained elsewhere. The Adviser and the respective Sub-Advisers make
decisions on portfolio transactions and selects brokers and dealers subject
to review by the Board of Trustees.

The Adviser and Sub-Advisers may select brokers and dealers who offer
brokerage and research services. These services may be furnished directly to
the Fund or to the Adviser and Sub-Advisers and may include advice as to the
advisability of investing in securities, security analysis and reports,
economic studies, industry studies, receipt of quotations for portfolio
evaluations and similar services.

Research services provided by brokers may be used by the Adviser and
Sub-Advisers in advising the Fund's and other clients. To the extent that
receipt of these services may supplant services for which the Adviser or the
Sub-Advisers might otherwise have paid, it would tend to reduce their
expenses. During the period from June 2, 1995 to September 30, 1995, the
Adviser did not direct any brokerage transactions to brokers because of
research services provided.

For the fiscal year ended September 30, 1996, the Starwood Strategic Fund
paid brokerage commissions of $2,317 to Unified Management Corporation, the
Trust's Distributor, for effecting 100% of that Fund's commission
transactions. During the period from June 2, 1995 to September 30, 1995, no
Fund paid any brokerage commissions to the Distributor.

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 Funds 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.

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 particular 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 particular Fund. In this event, the securities would be valued
in the same manner as the particular 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 particular Fund normally uses is restricted, or when
an emergency exists as determined by the Securities and Exchange Commission
so that disposal of the particular 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
particular Fund's shareholders.

DETERMINATION OF NET ASSET VALUE

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

Valuation of Portfolio Securities

Portfolio securities owned by a Fund and listed or traded on any national
securities exchange are valued on the basis of the last sale on such exchange
each day the exchange is open for business. Securities not listed on an
exchange or national securities market, or securities in which there were no
transactions, are valued at the average of the most recently reported bid
and asked prices. Bid price is used when no asked price is available. Options
are valued at the last sales price on an exchange. Options for which there
were no transactions are valued at the average of the most recently reported
bid and asked prices. Money market instruments (certificates of deposit,
commercial paper, etc.) are valued at amortized cost if not materially
different from market value. Portfolio securities for which market
quotations are not readily available are to be valued in good faith as
determined by the Board of Trustees. Other assets, which include cash,
prepaid and accrued items and amounts receivable as income on investment and
from the sale of portfolio securities, are carried at book value, as are all
liabilities.

TAX STATUS

Status of the Funds

The Funds intend to pay no federal income tax because they expect 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, a Fund
must, among other requirements:

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

derive less than 30% of its gross income from the sale of securities
held less than three months;

invest in securities within certain statutory limits; and

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

Although the Starwood Strategic Fund, Fiduciary Value Fund (now the Laidlaw
Fund), Taxable Fixed Income Fund and Municipal Fixed Income Fund (now the First
Lexington Balanced Fund) did not qualify to be taxed as regulated investment
companies for the tax year ended September 30, 1996 because of each Fund's
small size and limited operations, there were no tax consequences and the
Funds were not required to pay any tax. These Funds intend to qualify as
regulated investment companies in subsequent years.

Shareholders' Tax Status

The Taxable Funds. Shareholders are subject to federal income tax on
dividends and capital gains received as cash or additional shares. Depending
on the composition of a 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 a 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 Tax Free Money Market Fund. Shareholders are not required to pay the
federal regular income tax on any dividends received from the Fund that
represent net interest on tax-exempt municipal bonds. However, under the Tax
Reform Act of 1986, dividends representing net interest earned on some
municipal bonds may be included in calculating the federal individual
alternative minimum tax or the federal alternative minimum tax for
corporations. In addition, the Tax Reform Act of 1986 treats interest on
certain "private activity" bonds issued after August 7, 1986, as a tax
preference item for both individuals and corporations. Thus, should the Fund
purchase any such bonds, a portion of the Fund's dividends may be treated as
a tax preference item.

Dividends of the Fund representing net interest income earned on some
temporary investments and any realized net short-term gains are taxed as
ordinary income.

All Funds. 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 a 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.

PERFORMANCE INFORMATION

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

The average annual total returns of the Taxable Money Market Fund and
the Tax-Free Money Market Fund for the one year period ended September 30,
1996 were 4.13% and 1.96%, respectively. The average annual total return of
the Starwood Strategic Fund for the period April 4, 1996 (commencement of
investment in accordance with its investment objective) through September 30,
1996 was -3.97%. The average annual total returns of the Aggressive Growth
Fund and the Asset Allocation Fund for the period March 13, 1996 (commencement
of investment in accordance with their respective investment objectives)
through September 30, 1996 were -2.72% and -1.16%, respectively.

Yield

The yield of a Fund's shares (other than the money market Funds) 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.

The annualized yield of the Taxable Money Market Fund and the Tax-Free
Money Market Fund for the seven-day period ended September 30, 1996 were 4.04%
and 1.93%, respectively. The effective yield of the Taxable Money Market Fund
and the Tax-Free Money Market Fund for that seven-day period were 4.13% and
1.96%, respectively.

Tax-Equivalent Yield

The tax-equivalent yield of the Tax-Free Money Market Fund is calculated
similarly to the yield, but is adjusted to reflect the taxable yield that the
shares would have to earn to equal their actual yield, assuming tax rates of
15%, 28%, 31% and 36%, and assuming that income is 100% tax-exempt.

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, a 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, a 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 a
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, a particular 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
Government/ Corporate Bond 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
measured of inflation.

Marketing and other literature for the Funds may include a description of
the potential risks and rewards associated with an investment in a particular
Fund. The description may include a comparison of a particular Fund to broad
categories of comparable funds in terms of potential risks and returns. The
description may also compare a particular 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 a fund's overall investment objective, the average portfolio
maturity, credit quality of the securities held, and interest rate movements.
For equity funds, factors include a 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 fund but generally offer the potential for greater return.

INFORMATION ABOUT THE TRUST

The Trust was organized on February 1, 1995 as an Indiana business trust.
The By-Laws of the Trust provide that the Trustees shall promptly call a
special meeting of shareholders for the purpose of voting upon the question of
removal of any Trustee or Trustees upon the written request of shareholders
of the Trust holding at least 10% of all votes entitled to be cast at an
election of Trustees.

CUSTODIAN, TRANSFER AGENT, FUND ACCOUNTING AGENT,
AND INDEPENDENT ACCOUNTANTS

Star Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45201 ("Custodian")
serves as the custodian for each of the Funds. General correspondence to the
Custodian, such as for IRA information, etc., should be addressed to: Star
Bank, P.O. Box 1038 Location 6118, Cincinnati, Ohio 45201. When Fund
purchases or deposits require delivery directly to the Custodian,
those correspondences should be addressed to: The Vintage Funds, [name of
specific Fund in which you are purchasing shares], P.O. Box 640689,
Cincinnati, Ohio, 45264-0689.

Unified Advisers, Inc., P.O. Box 6110, Indianapolis, Indiana 46206-6110,
acts as the transfer agent, fund accounting agent and administrator for the
Trust (the "Transfer Agent"). 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 monthly fee at an annual rate of .025%
and .0675% of the net assets of the money market funds and the non-money
market funds, respectively. The Transfer Agent and Unified Management
Corporation are both wholly owned subsidiaries of Unified Holdings, Inc.

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

McCurdy & Associates CPA's Inc., 27955 Clemens Road, Westlake, OH 44145,
independent accountants, have been selected as the Trust's auditors.

FINANCIAL STATEMENTS

The following are the financial statements and independent auditor's
report of the Laidlaw Fund. The other financial statements and independent
auditor's report required to be included in this Statement of Additional
Information are incorporated herein by reference to the Trust's Annual Report
to Shareholders for the year ended September 30, 1996. The Trust will
provide the Annual Report without charge upon request by calling the Trust at
1-800-408-4682.

<PAGE>
PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

(a) Financial Statements:

Included in Part A:

Financial Highlights for the Starwood Strategic Fund,
Aggressive Growth Fund, Asset Allocation
Fund, Taxable Fixed Income Fund, First Lexington
Balanced Fund, Taxable Money Market Fund and Tax-Free
Money Market Fund. Financial Highlights for the
Laidlaw Fund (formerly the Fiduciary Value Fund) will
be supplied.

Included in part B:

The financial statements and independent auditors' report
for The Vintage Funds required to be included in Part B
are incorporated therein by reference to the Registrant's
Annual Report to Shareholders for the year ended September
30, 1996. The financial statements and independent auditors'
report for the Laidlaw Fund (formerly the Fiduciary Value
Fund) required to be included in Part B for the period
ended September 30, 1996 will be supplied.

(b) Exhibits:

Description

* 1. Declaration of Trust.

* 2.(a) By-Laws.

**** (b) Amendment No. 1 to By-Laws.

**** (c) Amendment No. 2 to By-Laws.

3. Not applicable.

* 4. Form of certificate for Registrant's shares of beneficial
interest.

* 5.(a) Investment Advisory Agreement between the Registrant and Vintage
Advisers, Inc.

* (b) Investment Sub-Advisory Agreement between Vintage Advisers, Inc.
and Starwood corporation.

* (c) Investment Sub-Advisory Agreement between Vintage Advisers, Inc.
and Fiduciary Counsel, Inc.

**** (d) Form of Investment Sub-Advisory Agreement between Vintage
Advisers, Inc. and Health Financial, Inc.

* 6. Distribution Agreement between the Registrant and Unified
Management Corporation.

7. Not applicable.

* 8. Custody Agreement between the Registrant and Star Bank, N.A.

** 9.(a) Mutual Fund Services Agreement (Fund Administration Services,
Fund Accounting Services, Transfer Agency Services) between the
Registrant and Unified Advisers, Inc.

* (b) Shareholder Services Plan.

* (c) Form of Shareholder Services Agreement pursuant to Shareholder
Services Plan.

* (d) Letter Agreement between the Registrant and Vintage Advisers,
Inc. with respect to The Vintage Funds University and
Philanthropic Program.

10. Opinions of Ice Miller Donadio & Ryan, and Brown, Cummins
& Brown Co., L.P.A., which were filed with Registrant's
Form 24F-2 for the fiscal year ended September 30, 1996,
are hereby incorporated by reference.

11. Consent of McCurdy & Associates is filed herewith.

12. Not applicable.

** 13. Subscription Agreement between the Registrant and Vintage Advisers,
Inc.

** 14.(a) IRA Questions and Answers and Custodial Agreement.

** (b) Prototype Cash or Deferred Profit-Sharing Plan and Trust/
Custodial Account.

* 15.(a) Distribution Plan.

* (b) Form of Distribution Agreement pursuant to Distribution Plan.

*** 16. Schedule for computation of performance data.

17. Financial Data Schedules are filed herewith.

18. Not Applicable.

**** 19. Powers of Attorney.
_________________________

* Filed with original Registration Statement.
** Filed with Pre-Effective Amendment No. 2 to the Registration Statement.
*** Filed with Post-Effective Amendment No. 3 to the Registration
Statement.
****Filed with Post-Effective Amendment No. 5 to the Registration
Statement, and hereby incorporated by reference.

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

As of January 2, 1997, no person owns beneficially, either directly or
through one or more controlled companies, more than 25% of the outstanding
shares of any Fund, except that Vintage Advisers, Inc., a Delaware
corporation and the investment adviser to the Registrant (the "Adviser"),
owns more than 25% of the outstanding shares of each of the Taxable Fixed
Income Fund and the Municipal Fixed Income Fund (now the First Lexington
Balanced Fund); Unified Advisers, Inc., an Indiana corporation and the
administrator to the Registrant owns more than 25% of the outstanding shares
of each of the Asset Allocation Fund and the Aggressive Growth Fund; and
Robert A. Orben owns more than 25% of the outstanding shares of the Starwood
Strategic Fund.

Item 26. Number of Holders of Securities.

Number of Record Holders
Title of Class at January 2, 1997

Shares of beneficial interest,
without par value of the:

Starwood Strategic Fund 46
Aggressive Growth Fund 97
Laidlaw Fund 146
Asset Allocation Fund 34
Taxable Fixed Income Fund 2
Municipal Fixed Income Fund (now
First Lexington Balanced Fund) 2
Taxable Money Market Fund 5116
Tax-Free Money Market Fund 479

Item 27. Indemnification.

Reference is hereby made to Article X of the Registrant's Declaration of
Trust (filed as Exhibit 1 to this Registration Statement), which contains
provisions regarding the indemnification by the Registrant of its Trustees,
officers, employees and agents under certain circumstances.

The Distribution Agreement (Exhibit 6) provides for indemnification of
Unified Management Corporation by the Registrant for certain civil liabilities,
including certain liabilities under the Securities Act of 1933. In addition,
the Mutual Fund Services Agreement (Exhibit 9(a)) provides for the
indemnification of Unified Advisers, Inc. by the Registrant under certain
circumstances.

The foregoing indemnification arrangements are subject to the provisions of
Sections 17(h) and (i) of the Investment Company Act of 1940.

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

The Registrant maintains an insurance policy which insures its Trustees and
officers against certain civil liabilities.

Item 28. Business and Other Connections of Investment Adviser.

Incorporated herein by reference is the information under the captions "The
Trust and its Management -- Investment Advisory Arrangements" and "--
Portfolio Managers' Backgrounds" in the Combined Prospectus, and under the
captions "Management of the Trust" and "Investment Advisory Arrangements"
in the Statement of Additional Information, incorporated by reference into
Parts A and B, respectively, of this Registration Statement.

Incorporated herein by reference are (a) the descriptions of the
businesses of Unified Advisers, Inc., Starwood Corporation, Health Financial,
Inc. and Fiduciary Counsel, Inc. under the caption "The Trust and its
Management" in the Combined Prospectus incorporated by reference into Part A of
this Registration Statement and (b) the biographical information pertaining to
Timothy L. Ashburn, Thomas G. Napurano, Lynn E. Wood, Andrew E. Beer, Jack R.
Orben and Gregory W. Kasten under the captions "Management of the Trust --
Portfolio Managers' Backgrounds" in the Combined Prospectus, and under the
captions "Management of the Trust" and "Investment Advisory Arrangements" in
the Statement of Additional Information, incorporated by reference into Parts
A and B, respectively, of this Registration Statement.

For information concerning the business, vocation or employment of a
substantial nature of the directors and officers of Vintage Advisers, Inc.,
reference is hereby made to the Form ADV filed by it under the Investment
Advisers Act of 1940 (file no. 801-48493).

For information concerning the business, vocation or employment of a
substantial nature of the directors and officers of Starwood Corporation,
reference is hereby made to the Form ADV filed by it under the Investment
Advisers Act of 1940 (file no. 801-2277).

For information concerning the business, vocation or employment of a
substantial nature of the directors and officers of Fiduciary Counsel, Inc.,
reference is hereby made to the Form ADV filed by it under the Investment
Advisers Act of 1940 (file no. 801-850).

For information concerning the business, vocation or employment of a
substantial nature of the directors and officers of Health Financial, Inc.,
reference is hereby made to the Form ADV filed by it under the Investment
Advisers Act of 1940 (file no. 801-29028).

Item 29. Principal Underwriters.

(a) Unified Management Corporation, the Registrant's distributor, does
not act as distributor for any other investment company.

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

Item 30. Location of Accounts and Records.

The Registrant's custodian, Star Bank, N.A., 425 Walnut Street, Cincinnati,
Ohio 45201, has possession of and maintains the accounts, books and other
documents relating to its function as custodian. All other accounts, books and
other documents of the Registrant required to be maintained by Section 31(a) of
the Investment company Act of 1940 and Rules 31a-1 to 31a-3 thereunder are in
the possession of Vintage Advisers, Inc. or Unified Advisers, Inc., each of
which is located at 429 North Pennsylvania Street, Indianapolis, Indiana
46204.

Item 3l. Management Services.

Not Applicable.

Item 32. Undertakings.

(a) Registrant hereby undertakes to comply with the provisions of
Section 16(c) of the 1940 Act with respect to the removal of
Trustees and the calling of special shareholder meetings by
shareholders.

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Indianapolis, and State of Indiana, on
the 10th day of January, 1997.

THE VINTAGE FUNDS

By /s/ Lynn E. Wood
Lynn E. Wood
Secretary

Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by the
following persons in the capacities indicated on January 10, 1997.

Signature Title

* Trustee, Chairman of the Board
Timothy L. Ashburn and President
(principal executive officer)

* Treasurer
Thomas G. Napurano (principal financial officer
and principal accounting officer)

* Trustee
Charles H. Binger

* Trustee
Daniel J. Condon

* Trustee
David E. LaBelle

* Trustee
Philip L. Conover

* Trustee
Jack R. Orben

* By /s/ Lynn E. Wood
Lynn E. Wood
Attorney-in-Fact

<PAGE>
EXHIBIT INDEX

Exhibit Description

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

2. Financial Data Schedule. . . . ... . .. . .Ex-27

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use in this
Post-Effective Amendment Number 6 to The Vintage Funds' Registration Statement
of all references to our firm included in or made a part of this Post-Effective
Amendment.

/s/
McCurdy & Associates CPA's, Inc.
January 8, 1997

<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> STARWOOD STRATEGIC FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-1-1995
<PERIOD-END> SEP-30-1996
<INVESTMENTS-AT-COST> 430869
<INVESTMENTS-AT-VALUE> 450370
<RECEIVABLES> 525
<ASSETS-OTHER> 34388
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 485283
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1825
<TOTAL-LIABILITIES> 1825
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 502964
<SHARES-COMMON-STOCK> 62838
<SHARES-COMMON-PRIOR> 271
<ACCUMULATED-NII-CURRENT> (27288)
<OVERDISTRIBUTION-NII> 0
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<INTEREST-INCOME> 1605
<OTHER-INCOME> 0
<EXPENSES-NET> 33351
<NET-INVESTMENT-INCOME> (27288)
<REALIZED-GAINS-CURRENT> 22254
<APPREC-INCREASE-CURRENT> 19501
<NET-CHANGE-FROM-OPS> (19506)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 63263
<NUMBER-OF-SHARES-REDEEMED> 696
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 480753
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1496
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 31879
<AVERAGE-NET-ASSETS> 199417
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> (3.23)
<PER-SHARE-GAIN-APPREC> .92
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.69
<EXPENSE-RATIO> 15.25
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> AGGRESSIVE GROWTH FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-1-1995
<PERIOD-END> SEP-30-1996
<INVESTMENTS-AT-COST> 560389
<INVESTMENTS-AT-VALUE> 561530
<RECEIVABLES> 3
<ASSETS-OTHER> 14115
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 575648
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2126
<TOTAL-LIABILITIES> 2126
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 593769
<SHARES-COMMON-STOCK> 58493
<SHARES-COMMON-PRIOR> 34
<ACCUMULATED-NII-CURRENT> (23917)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2530
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1140
<NET-ASSETS> 573522
<DIVIDEND-INCOME> 3271
<INTEREST-INCOME> 2190
<OTHER-INCOME> 0
<EXPENSES-NET> 48271
<NET-INVESTMENT-INCOME> (23917)
<REALIZED-GAINS-CURRENT> 3712
<APPREC-INCREASE-CURRENT> 1140
<NET-CHANGE-FROM-OPS> (20247)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 75414
<NUMBER-OF-SHARES-REDEEMED> 16955
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 2705
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2446
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 31767
<AVERAGE-NET-ASSETS> 326140
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> (.24)
<PER-SHARE-GAIN-APPREC> .04
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.80
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 4
<NAME> ASSET ALLOCATION FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-1-1995
<PERIOD-END> SEP-30-1996
<INVESTMENTS-AT-COST> 537500
<INVESTMENTS-AT-VALUE> 553666
<RECEIVABLES> 843
<ASSETS-OTHER> 14885
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 569397
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1878
<TOTAL-LIABILITIES> 1878
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 587170
<SHARES-COMMON-STOCK> 61238
<SHARES-COMMON-PRIOR> 10
<ACCUMULATED-NII-CURRENT> (25231)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (10586)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 16166
<NET-ASSETS> 567519
<DIVIDEND-INCOME> 3307
<INTEREST-INCOME> 851
<OTHER-INCOME> 0
<EXPENSES-NET> 434322
<NET-INVESTMENT-INCOME> (25231)
<REALIZED-GAINS-CURRENT> 1938
<APPREC-INCREASE-CURRENT> 16166
<NET-CHANGE-FROM-OPS> (19651)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 75043
<NUMBER-OF-SHARES-REDEEMED> 13815
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 567419
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2485
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 31856
<AVERAGE-NET-ASSETS> 331377
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> (.93)
<PER-SHARE-GAIN-APPREC> .20
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.27
<EXPENSE-RATIO> 8.87
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 5
<NAME> TAXABLE FIXED INCOME FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-1-1995
<PERIOD-END> SEP-30-1996
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 10874
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 10874
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1886
<TOTAL-LIABILITIES> 1886
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 35596
<SHARES-COMMON-STOCK> 3903
<SHARES-COMMON-PRIOR> 10
<ACCUMULATED-NII-CURRENT> (26608)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 8988
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 171
<OTHER-INCOME> 0
<EXPENSES-NET> 26975
<NET-INVESTMENT-INCOME> (26608)
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> (26608)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5117
<NUMBER-OF-SHARES-REDEEMED> 1224
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 8888
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 98
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 26877
<AVERAGE-NET-ASSETS> 13579
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> (7.70)
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 2.30
<EXPENSE-RATIO> 197.21
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 6
<NAME> MUNICIPAL FIXED INCOME FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-1-1995
<PERIOD-END> SEP-30-1996
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 10761
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 10761
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1773
<TOTAL-LIABILITIES> 1773
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 35638
<SHARES-COMMON-STOCK> 7927
<SHARES-COMMON-PRIOR> 10
<ACCUMULATED-NII-CURRENT> (26650)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 8988
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 22
<OTHER-INCOME> 0
<EXPENSES-NET> 26882
<NET-INVESTMENT-INCOME> (26650)
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> (26650)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 13426
<NUMBER-OF-SHARES-REDEEMED> 5510
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 8888
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 105
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 26777
<AVERAGE-NET-ASSETS> 14735
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> (8.87)
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.13
<EXPENSE-RATIO> 181.01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 7
<NAME> TAXABLE MONEY MARKET FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-1-1995
<PERIOD-END> SEP-30-1996
<INVESTMENTS-AT-COST> 50701592
<INVESTMENTS-AT-VALUE> 50701892
<RECEIVABLES> 293911
<ASSETS-OTHER> 137871
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 51133674
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 589163
<TOTAL-LIABILITIES> 589163
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 50544511
<SHARES-COMMON-STOCK> 50544511
<SHARES-COMMON-PRIOR> 1230385
<ACCUMULATED-NII-CURRENT> 1626449
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 50544511
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2072968
<OTHER-INCOME> 369
<EXPENSES-NET> 518220
<NET-INVESTMENT-INCOME> 1626449
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 1626449
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1626449
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 159908254
<NUMBER-OF-SHARES-REDEEMED> 112065721
<SHARES-REINVESTED> 1471593
<NET-CHANGE-IN-ASSETS> 49314126
<ACCUMULATED-NII-PRIOR> 2030
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 194953
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 482554
<AVERAGE-NET-ASSETS> 38612000
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .04
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .04
<PER-SHARE-DISTRIBUTIONS> .04
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 1.16
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 8
<NAME> TAX-FREE MONEY MARKET FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-1-1995
<PERIOD-END> SEP-30-1996
<INVESTMENTS-AT-COST> 7755239
<INVESTMENTS-AT-VALUE> 7755239
<RECEIVABLES> 193512
<ASSETS-OTHER> 63150
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 8011901
<PAYABLE-FOR-SECURITIES> 440121
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 237670
<TOTAL-LIABILITIES> 677791
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 7334335
<SHARES-COMMON-STOCK> 7334335
<SHARES-COMMON-PRIOR> 100
<ACCUMULATED-NII-CURRENT> 129693
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (225)
<NET-ASSETS> 7334110
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 221402
<OTHER-INCOME> 0
<EXPENSES-NET> 114479
<NET-INVESTMENT-INCOME> 129693
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 129468
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 129693
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 19344229
<NUMBER-OF-SHARES-REDEEMED> 12128168
<SHARES-REINVESTED> 118174
<NET-CHANGE-IN-ASSETS> 7334010
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 29468
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 103094
<AVERAGE-NET-ASSETS> 5660000
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .02
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .02
<PER-SHARE-DISTRIBUTIONS> .02
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 1.62
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>