UNIFIED FUNDS /IN
N-30D/A, 1998-12-08
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                        A MESSAGE FROM THE UNIFIED FUNDS

Dear Shareholders,

     As we move into the final  quarter  of 1998,  we  remain  impressed  by the
remarkable  resilience of the financial  markets.  Recent  efforts by the United
States to help support the Japanese Yen have  inspired  hope that the fallout of
the Asian economic crisis can be contained.  In general,  in spite of the recent
market  dive,  the U.S.  and world  markets  have  continued to build wealth for
investors at a virtually unprecedented pace.

     The Unified Funds are pleased to help our  shareholders  participate in the
potential  rewards of today's  markets,  but we also recognize that this rate of
growth, as was evidenced by the recent  significant third quarter  reductions in
the U.S. markets, cannot last forever. Since no one can predict exactly when the
next  correction  or  bear  market  might  occur,  we  think  it is  prudent  to
continually  identify,  evaluate  and  manage the risks that may affect our fund
shareholders.

     Investors have  experienced a remarkably  strong stock market for more than
three years now.  Occasionally,  as was evidenced recently, the market is likely
to consolidate its gains. We don't make market predictions, but it's safe to say
that we do not  believe  the market  will  produce  returns of 30% or more every
year.  Your  portfolio  managers  believe  that one of the leading  risks facing
investors today is the  simultaneous  condition of stock  valuations at the high
end of their historical range and the slowing of U.S. corporate earnings growth.
Given these facts, we believe it is unlikely that stocks will sustain the growth
rate of the past three years.  Stock prices could continue  trading near current
levels until earnings "catch up", or, there could be another market  correction.
However,  we believe that either scenario would be only a temporary pause on the
way to potentially greater, but more realistic and historical,  long-term gains.
We have  attempted to structure our  portfolios so that they can  participate in
most of the  gains in  rising  markets,  but  avoid  some of the  volatility  in
declining markets.  In our view, this prudent approach to investing should serve
our shareholders well in the months ahead.

Recent Market Behavior

     Through  mid-July,  optimism  prevailed  in U.S.  financial  markets as the
domestic  economy grew at a robust pace,  while  simultaneously,  inflation  and
interest rates remained stable at relatively low levels.  Lower commodity prices
and the  dollar's  gains  against a number of  currencies  reduced  the costs of
imported goods and encouraged market enthusiasm.  The excitement surrounding the
stock market's  continued ascent to new record highs  overshadowed the favorable
economic  environment  that  existed  for bonds  (low  inflation  and  declining
interest rates), and, along with other positive factors, caused investors to bid
up stock  prices to  unsustainable  levels by early July.  Markets in the United
States seemed, at the time,  somewhat insulated from severe economic problems in
Asia, Russia, and several emerging markets.

     However,  since  mid-July,  the stock  market  declined  substantially,  as
investors  became  concerned  that the political  instability  in Washington and
growing  worldwide  economic  problems might result in a recession in the United
States.  The stock market  sell-off in the most recent three months  resulted in
many investors  across the U.S.  giving back most of the gains of the prior nine
months.

     Stocks declined sharply amid heightened  volatility,  partially because the
financial  crises in Asia and Russia  negatively  affected  the earnings of some
large U.S.  corporations and contributed to a slow-down in U.S. economic growth.
Although slower economic growth was negative for stocks, the bond market was not
adversely  impacted  and  remained  poised to benefit  from the fact that slower
economic growth generally means fewer inflationary pressures and less likelihood
that interest rates will rise.

     REITs and Small U.S. Company stocks declined the most in price. After large
gains  during the  previous 24 months,  share  prices of real estate  investment
trusts (REITs) fell during the year.

     REITs  were hurt by  concerns  about  overbuilding  in some areas and about
higher property prices paid by some REITs. Some investors sold REIT shares after
the Federal  Reserve Board, in a June letter to about 1,000 banks it supervises,
noted that bank lending to REITs had risen sharply; and that this might indicate
lax lending standards. In addition,  supply outpaced demand somewhat as existing
REITs issued  additional shares and several trusts made initial public offerings
of  shares.  In spite of the  "perceived"  problems,  most  REITs  raised  their
dividends during the year.

<PAGE>
     Small  Company U.S.  stocks  declined as investors  moved  capital  towards
larger,  more liquid,  company names. Bonds continued to perform well during the
entire year, as interest rates declined.  The yield on the 30-year U.S. Treasury
bond was 5.63% on June 30, down 29 basis  points (0.29  percentage  points) from
its yield at the start of the year.  By September  30, 1998 the yield had fallen
to below 5.0% and set a 30-year  record.  In the final three months,  bonds were
the best  performing  asset by a wide margin as  investors  sought the safety of
U.S. Treasury securities as they exited the stock market.

                                 What To Do Next

     Provided  that you have  well  defined,  long-term  financial  goals and an
investment  strategy  designed to achieve  them,  we encourage  you to "stay the
course"  and  remain  invested  for the long  haul.  However;  if you feel  your
financial  plan  is  out-of-date  or  incomplete,   now  is  the  time  to  make
improvements.  The best way to cope with short-term volatility is to adhere to a
long-term plan that contains  proven  strategies,  such as  diversification  and
asset allocation among various financial markets, geographic regions, investment
styles and individual  securities.  A long-term plan will give you the focus and
perspective you need to put short-term volatility in its proper context.

     As longstanding advocates of financial planning, we have been encouraged by
our shareholders'  rational  responses to the latest market events.  Many of you
tell us that you have a long-term strategy in place, which includes diversifying
your  investment  portfolio  among  a  number  of  different  asset  classes  in
accordance  with your  tolerance for risk. At the Unified  Funds,  our portfolio
management teams include  seasoned  professionals  who have encountered  extreme
market  volatility in the past,  giving the the perspective  required to address
risks and take advantage of  opportunities  in turbulent  markets.  In our view,
having a well-defined set of financial goals, a disciplined  long-term  strategy
and the help of experienced  investment  professionals are all fundamental parts
of the correct way to invest.

     Using asset  allocation  strategies to achieve  long-term  investment goals
seems  particularly  important in light of the recent market  volatility and the
impact it may have had on those who did not utilize asset allocation strategies.
Do not allow the recent short-term stock and bond market  fluctuations to change
your investment  strategy.  Use a well-established  asset allocation strategy to
help you to stay  disciplined  and  patient  through  ill market  cycles  (i.e.,
through both market  declines and  advances).  A key goal of (and benefit  from)
asset  allocation is to establish a "comfortable"  blend of investments that can
help you stay invested long-term.  Historically,  staying invested long-term has
produced impressive results in most asset classes. Consequently, it is important
for you to work closely with your financial  advisor to establish a personalized
asset  allocation  strategy that is designed  specifically  for your  individual
investment objective, time horizon, risk tolerance and investment preferences.

   
     According to the Financial Analysts Journal, asset allocation is one of the
most  important  investment  decisions  that you can make. In fact,  the Journal
reported that over 91% of the  variation in  investment  returns is due to asset
allocation.  The Unified Funds have been established to work  hand-in-hand  with
each investor's asset allocation  strategy.  Once your asset allocation strategy
has been determined, it is critically important that it be properly implemented.
    
 
     Our  portfolio  managers  are  well  respected  for  their  consistency  of
management style, adherence to investment  philosophy,  and national reputations
in their  specialized  investment  disciplines.  These benefits enable investors
using  the  Unified  Funds  portfolios  to  create a  balanced  and  diversified
investment  portfolio  using  the  same  approach  as many  large  institutional
investors.  Your financial advisor can assist you in establishing and monitoring
a  sensible  asset  allocation  strategy  that can hel you meet  your  long-term
investment goals.

Summary 
                                                                        
     The Federal  Reserve  continues  to indicate by its actions and through its
publications  that when the economy  slows to around a 1% annual  rate,  the Fed
will initiate  stimulative  action, and when the economy nears a 4% annual rate,
the Fed will implement restraints.  This "soft landing" engineered by the Fed is
maintaining  the  economy's   gradual,   non-inflationary   growth  with  modest
productivity gains. The long-term perspective  anticipates that the economy will
continue to grow at a healthy, low- inflationary rate in a 1-4% band for several
years to come,  provided  that the  existing Fed key  personnel  and its present
philosophy should continue.  The  "steady-as-she-goes"  policy at the Fed should
continue to provide support for this market in the very near term, and should be
an excellent  foundation  and fertile soil for long-term  investments  in equity
markets.
<PAGE>

     We expect  slower  growth and no  acceleration  in inflation as the economy
moves into the fourth quarter.  Slower growth and stable inflation will make the
Fed  cautious  in raising  rates.  While this  approach  is likely to please the
markets,  it will  eventually  put the Fed  behind in its fight  against  higher
prices. 

     The economy continues to plod along at a controlled rate in what is proving
to be an  historically  extensive  period of economic  expansion.  Attention  in
coming  months  will be directed at the  unemployment  and wage  reports and the
economic and  political  conditions at home and abroad as giving clues to future
inflation.

     While a recession is more probable  than rapid growth in our opinion,  what
we think has the highest probability of occurring, however, is slow, sustainable
real GDP growth in the 2-3% range or the so called  soft  landing  scenario.  In
that scenario,  inflation should remain relatively low, causing capital spending
to continue to expand.  Our funds remain well positioned to respond to this type
of market environment.

     Six months ago,  we  cautioned  in the  semi-annual  report that  financial
markets  are not  one-way  streets  and that  investors  should  prepare for the
occasional rough patch by maintaining a balanced  portfolio of stock funds, bond
funds, and money market funds. We believe that our earlier caution remains valid
today.

     In summary,  we believe the United  States has been favored by a long term,
post-cold  war  economic  expansion  and bull market.  However,  the recent high
volatility of stocks has been, to a large degree,  due to currency  fluctuations
and economic  turmoil which has developed in a number of countries,  mostly thus
far, due to the first phase of economic  dislocations in Southeast  Asia.  Other
countries,   however,   are  also  beginning  to  experience   severe  financial
difficulties or prolonged recessions.

     Up until this recent  downturn,  the United States  economy was  prospering
with  unemployment  so low that the Federal Reserve was concerned that inflation
would reaccelerate. The Federal Reserve had been leaning toward raising interest
rates to prevent  inflation.  However,  toward the end of the third quarter,  it
became evident that economic turmoil was increasing elsewhere.

     We are hopeful that the U.S. economy will continue to prosper in the months
ahead,  and that the Federal Reserve will lower interest rates  sufficiently and
in a timely fashion,  to allay concerns of investors about adverse  developments
abroad. We will try to steer a course between  defensiveness to preserve capital
from the erosion of market declines, and yet make headway by investing in stocks
likely to be favored by investors  when risks are reduced so as to make progress
for the stockholders over the long term.

                            Our Money Market Strategy

     Unless  unanticipated  changes  occur  in the very  near  term,  we  expect
inflation to remain subdued and interest rates to remain  relatively low for the
next few  years,  especially  if the  Federal  Reserve in  cooperation  with the
central banks of seven major industrial  nations,  can continue to be successful
in maintaining slow,  non-inflationary  growth in their respective economies. In
the near term,  we believe  that the greatest  influence on interest  rates will
continue to be the rate of inflation.

     For some time now, our portfolio  managers have been taking steps to assure
high-grade,  low-risk portfolios for the Unified Taxable Money Market Fund. They
continue  to stress  quality by  investing  exclusively  in the  highest  rating
categories  tier one  securities.  Our priorities  are safety first,  along with
liquidity,  quality and responsive  services,  and then yield.  Our money market
fund remains committed to professional  responsiveness to the changing financial
markets,  ensuring  that the  Fund's  portfolio  continues  to seek the  highest
possible safety, liquidity,  services and returns consistent with your needs and
the Fund's fundamental  objectives and investment policies.  In the meantime, as
we all  anxiously  anticipate  and monitor the economy,  your Fund  continues to
provide high quality, conservative, investments with excellent service.
<PAGE>

Our V.O.I.C.E.(sm) Program  

     The Unified Funds are proud of its innovative program,  V.O.I.C.E.  (Vision
for Ongoing  Investment in Charity and  Education)(sm)  by which  individual and
institutional  customers of the Unified Funds can cause contributions to be made
to educational,  charitable,  religious and other  philanthropic  not-for-profit
organizations at no cost to the shareholder or the Funds.

     One of the primary focuses of the V.O.I.C.E. (sm) program is to support and
supplement  education in America by funding those  not-for-profit  organizations
which assist our universities and colleges,  especially endowments,  foundations
and general  scholarship funds. The Program is just one of many ways that we can
all give "a little bit of ourselves" back to our communities, schools, colleges,
universities,  churches  and other  not-for-profit  organizations.  This  unique
fundraising  program was designed and invented by Unified  Investment  Advisers,
Inc. to assist  not-for-profit  organizations in their funding  efforts,  and we
hope that you will  continue  to  participate  in the  Program  and direct us to
contribute  on your  behalf to the  not-for-profit  of your  choosing.  Numerous
university/college  endowments,   foundations,  general  scholarship  funds  and
not-for-profit  organizations  across the country are presently  benefiting from
the Program.

     In closing,  we want to thank you for the  opportunity to continue to serve
your  investment  and  philanthropic  interests.   Your  business  and  personal
relationship is sincerely appreciated here, and we look forward to providing the
highest quality of service to you for many years to come.

                                                     Respectfully Submitted,


                                                     Timothy L. Ashburn
                                                     President

<PAGE>

THE STARWOOD STRATEGIC FUND
- ---------------------------
Managed by :  Andrew E. Beer

                       Performance and Investment Summary

Total  Returns  show  how the  value of the  Fund's  shares  changed  over a set
period---in  this case,  since the inception of the Fund on April 4,  1996---and
assume that you held the shares  through the entire  period and  reinvested  all
distributions  into the Fund.  These Total  Return  figures are  compared to the
benchmark  performance of the S&P 500---a widely recognized,  unmanaged index of
common  stocks.  Please  note that  indices  do not take into  account  fees and
expenses of investing in the  individual  securities  that they track,  and that
individuals cannot invest directly in any index.


                                        
  Average Annual Total              Starwood
Return for the Period               Strategic               S & P 500
Ended September 30,1998               Fund                    Index    
- -----------------------               ----                    -----    


Since Inception (4/4/96)              7.90%                   19.26%

10/1/97 - 9/30/98                      .43%                    7.36%


*  Past performance is not predictive of future performance.


                                  Performance
                               
                                                                 
There are  several  ways to  evaluate  a fund's  historical  performance:  total
perecentage change in value, the average annual percentage change, or the growth
of a hypothetical $10,000 investment.  A fund's Total Return includes changes in
share price, plus reinvestment of any dividends (income) and capital gains ( the
profits the fund earns when it sells securities that have grown in value).


   
- --------------------------------------------------------------------------------
(A line graph comparing the Growth of a $10,000 investment from April 4, 1996 to
September 30, 1998 in the Starwood Strategic Fund to the change in the S&P 500.)
- --------------------------------------------------------------------------------
    
                      
                   Top Ten Holdings as of September 30, 1998
                      Percent of Fund's Total Investments

Bell Atlantic                                                        4.2%
Genentech Inc.                                                       4.2%
Texas Utilities Co.                                                  4.1%
Bristol Myers Squibb                                                 4.1%
Johnson & Johnson                                                    4.0%
International Business Machines                                      3.9%
Phillip Morris Inc.                                                  3.9%
AT&T Corp.                                                           3.8%
Eli Lilly Co.                                                        3.8%
MCI Worldcom Inc.                                                    3.8%

<PAGE>
Investment Review
- -----------------

Q:  Who should consider the Starwood Strategic Fund?

A: The Starwood Strategic Fund invests principally in a diversified portfolio of
equity  securities of seasoned,  financially  strong growth  companies.  Current
income is an incidental  consideration and many of the Fund's investments should
provide  regular  dividends  which may grow over time.  From time to time,  when
market conditions appear vulnerable to a substantial decline, stocks may be sold
to  attempt  to avoid  such a  decline  and the  proceeds  of sale  invested  in
obligations  such as U.S.  Government  securities  to protect  against a general
decline which might otherwise cause most equity securities to decline.  When the
uncertainties which appear to worry investors abate, the Starwood Strategic Fund
will again invest in a diversified  portfolio of mostly  quality  growth stocks.
Hence,  it is  appropriate  for  investors  who have a long  term  view and seek
primarily appreciation.

Q: What are your views on the  economic  factors  that have  affected the market
during the past six months?

A: We believe the United  States has been favored by a long term,  post-cold war
economic expansion and bull market. However,  currency fluctuations and economic
turmoil  have  developed  in a number of  countries,  mostly  thus far, in Asia.
Others are experiencing severe financial  difficulties or prolonged  recessions.
Up until recently the United States economy was prospering, with unemployment so
low that the Federal  Reserve was concerned that inflation  would  reaccelerate.
The Federal  Reserve had been leaning toward  raising  interest rates to prevent
inflation. However, toward the end of the fiscal year for the Starwood Strategic
Fund, it began to be evident that economic turmoil was increasing elsewhere.  As
the stock market began to decline significantly during the summer, the Fund sold
most of the equity  securities to preserve the capital of the Fund.  Then,  just
before year end, in  anticipation  that the Federal Reserve would begin to lower
interest rates to continue the economic growth of the United States, a number of
securities  were  purchased  which were  selected  to be  resistant  to a market
decline, some which are likely to benefit if interest rates decline further, and
others  appeared to growing rapidly in industries that are not vulnerable to the
economic  difficulties in foreign countries.  Hence, these stocks may be able to
weather  a period of  consolidation,  or a general  market  decline  that is not
steep,  and  could  appreciate  substantially  when the  stock  market  rallies.
However,  should  uncertainties grow and the general market appear vulnerable to
further substantial decline, the Fund would again sell the equity securities and
keep the proceeds invested in defensive  securities until the post-cold war bull
market  resumes or a different and better  economic  climate  fosters a new bull
market.

Q: What factors contributed to the Fund's below-market performance? 
 
A: The Fund's  performance  was affected by the  volatility of the market during
the past year, and by the attempt to take protective  action. The Fund performed
comparatively well during the first part of its fiscal year. The high volatility
of stocks in  general  during the Fall of last year was due to the  collapse  of
currencies  and  economies  in the  first  phase  of  economic  dislocations  in
Southeast  Asia.  Despite  further  problems in additional  countries,  the Fund
performed  quite well until a majority of stocks began to decline  significantly
during the summer of 1998.  Then the Fund sold most of its portfolio of equities
and maintained a very defensive  position for a short time. As a rally developed
the Fund  invested its capital in stocks of companies  likely to prosper even if
economic  problems  in  foreign  countries  began to affect  the  United  States
economy,  while maintaining  substantial reserves.  The cost of transactions and
the stock market decline toward the end of the year reduced the performance. Yet
taking defensive actions from time to time may guard against severe stock market
declines and contribute to better performance in the long term.

Q:  How have you positioned the Fund's portfolio to improve performance?

A: By  taking  defensive  action  to sell  stocks  when  uncertainties  increase
greatly,  yet by investing in some of the best stocks  having  potential to grow
over the long term the Fund will strive to protect against substantial  declines
and benefit  stockholder with appreciation when market conditions are favorable.
The  portfolio is well  diversified  and balanced  with an emphasis on stocks of
companies  which can grow  despite the problems  looming for  countries in other
parts of the world and their effect on the U.S. economy.

Q: Based on the market's  current  environment,  what is  Starwood's  investment
strategy for the months ahead?

A: We are hopeful that the U.S.  economy will  continue to prosper in the months
ahead,  and that the Federal Reserve will lower interest rates  sufficiently and
in a timely fashion,  to allay concerns of investors about adverse  developments
abroad. We will try to steer a course between  defensiveness to preserve capital
from the erosion of declines, and yet make headway by investing in stocks likely
to be favored by investors when risks are reduced so as to make progress for the
stockholders over the long term.

The views  expressed in this report are those of the Adviser  through the end of
the period stated on the cover.  The  Adviser's  views and opinions are based on
economic data, market conditions and other information and are subject to change
at any time.

<PAGE>
                                                    
THE LAIDLAW FUND
- ----------------
Managed by :  Jack R. Orben

                       Performance and Investment Summary

Total  Returns  show  how the  value of the  Fund's  shares  changed  over a set
period---in  this case,  since the inception of the Fund on March 3,  1992---and
assume that you held the shares  through the entire  period and  reinvested  all
distributions  into the Fund.  These Total  Return  figures are  compared to the
benchmark  performance of the S&P 500---a widely recognized,  unmanaged index of
common  stocks.  Please  note that  indices  do not take into  account  fees and
expenses of investing in the  individual  securities  that they track,  and that
individuals cannot invest directly in any index.


                                   
  Average Annual Total
 Return for the Period              Laidlaw                 S & P 500
Ended September 30,1998              Fund                     Index    
- -----------------------              ----                     -----    


Since Inception (3/3/92)             12.53%                  15.07%
10/1/97 - 9/30/98                    -3.31%                   7.36%
10/1/93 - 9/30/98                    14.26%                  19.46%


    
   *     Past performance is not predictive of future performance.


                                  Performance
                               
                                                                            
There are  several  ways to  evaluate  a fund's  historical  performance:  total
percentage change in value, the average annual percentage  change, or the growth
of a hypothetical $10,000 investment.  A fund's Total Return includes changes in
share price, plus reinvestment of any dividends  (income) and capital gains (the
profits the fund earns when it sells securities that have grown in value).


   
- --------------------------------------------------------------------------------
(A line graph comparing the growth of a $10,000 investment from March 3, 1992 to
September  30,  1998  in  the  Laidlaw  Fund  to the  change  in  the  S&P  500)
- --------------------------------------------------------------------------------
    

                    Top Ten Holdings as of September 30, 1998
                       Percent of Fund's Total Investments

Merck & Company                                                       13.4%
Lucent Technologies                                                   13.0%
Pharmacia & Upjohn Company                                            11.6%
Sun Microsystems                                                      10.3%
H. J. Heinz Company                                                   10.0%
Bank of New York                                                       9.4%
Cigna Corp.                                                            9.0%
A.G. Edwards Inc.                                                      8.6%
Federal Express                                                        8.5%
Sears Roebuck & Company                                                6.2%

<PAGE>

Investment Review
- -----------------

Q:  Who should consider The Laidlaw Fund?

A: The Laidlaw Fund is suitable for investors  with long-term  investment  goals
and who seek growth of capital,  current  income and growth of income.  The Fund
invests  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.

Q: What are your views on the  economic  factors  that have  affected the market
during the past six months?

A:  During  the late  summer and early  fall,  the  global  economic  conditions
deteriorated.  Not just  one,  but  several  countries  experienced  significant
economic trauma, and our own domestic market reacted  negatively.  We anticipate
that our domestic economy will continue its positive growth and that the Federal
Reserve will be accommodative  to insure that our economy  withstands the global
difficulties.

Q:  What factors have contributed to the Fund's performance this year?        

A: Our investment  strategy of staying fully invested was tested during the late
summer and early fall (August through mid-September.  Throughout this period our
strategy  was to remain  invested in a  diversified  portfolio  of high  quality
common stocks that qualified under the terms of our prospectus. As a consequence
of our fully invested posture, the portfolio performance generally followed that
of the market, as measured by the Dow Jones Industrial  Average,  which was down
1.29% for the period 10/1/97 through 9/30/98.  However, the Laidlaw Fund trailed
the broader S&P 500 Index, due to the fact that the S&P 500 is made up of stocks
whose  capitalization is generally more modest than the securities that comprise
the Dow Jones Industrial Average and the portfolio of the Laidlaw Fund.

Q:  How have you positioned the Fund's portfolio to improve performance?    
   
A: Several  issues were pruned from the portfolio  during this past fiscal year,
leaving a care portfolio we believe to be well positioned for the coming months.
Today the portfolio has good  representation  in several  diverse sectors of our
economy, including finance, technology, and pharmaceuticals.


The views  expressed in this report are those of the Adviser  through the end of
the period stated on the cover.  The  Adviser's  views and opinions are based on
economic data, market conditions and other information and are subject to change
at any time.
<PAGE>

THE FIRST LEXINGTON BALANCED FUND                                              
- ---------------------------------                                              
Managed by :  Dr. Gregory W. Kasten                                      

                       Performance and Investment Summary

Total  Returns  show  how the  value of the  Fund's  shares  changed  over a set
period---in this case,  since the inception of the Fund on March 13,  1997---and
assume that you held the shares  through the entire  period and  reinvested  all
distributions  into the Fund.  These Total  Return  figures are  compared to the
benchmark  performance of the S&P 500---a widely recognized,  unmanaged index of
common  stocks.  Please  note that  indices  do not take into  account  fees and
expenses of investing in the  individual  securities  that they track,  and that
individuals cannot invest directly in any index.


                         
     
 Average Annual Total            First Lexington
Return for the Period               Balanced                  S & P 500
Ended September 30,1998               Fund                      Index    
- -----------------------               ----                      -----    

Since Inception (3/13/97)             5.98%                    17.73%

10/1/97 - 9/30/98                    -1.09%                     7.36%



*      Past performance is not predictive of future performance.


                               
    
                                  Performance

There are  several  ways to  evaluate  a fund's  historical  performance:  total
percentage change in value, the average annual percentage  change, or the growth
of a hypothetical $10,000 investment.  A fund's Total Return includes changes in
share price, plus reinvestment of any dividends  (income) and capital gains (the
profits the fund earns when it sells securities that have grown in value).


   
- --------------------------------------------------------------------------------
(A line graph  comparing the growth of a $10,000  investment from March 13, 1997
to September 30, 1998 in the First Lexington  Balanced Fund to the change in the
S&P                                                                         500)
- --------------------------------------------------------------------------------
    


                       Holdings as of September 30, 1998
                      Percent of Fund's Total Investments


Vanguard Total Bond Market Index                    24.7%
Vanguard Extended Market Index                      15.8%
Vanguard Index Trust 500 Portfolio                  15.5%
Vanguard Specialized Real Estate Index Fund         15.4%
Vanguard International Growth                       15.1%
Vanguard GNMA Portfolio                              9.5%

<PAGE>
Investment Review
- -----------------

Q:  Who should consider The First Lexington Balanced Fund?

A: The First Lexington Balanced Fund is suitable for investors seeking long term
growth of capital and current  income.  It is intended for investors  desiring a
balanced mix of both stocks and bonds to reduce  overall risk.  The Fund invests
primarily in a diversified  portfolio of other no-load  mutual funds that invest
in one of the  following six financial  assets  classes.  (1) large company U.S.
stocks, (2) small company U.S. stocks, (3) international stocks, (4) real estate
investment  trusts,  (5) cash  equivalents,  and (6) long-term  investment rated
corporate and government  bonds.  The portfolio  manager believes this method of
diversification  reduces long term risk,  which may further  appeal to investors
desiring such risk management discipline.

Q: What are your views on the economic  factors that  affected the market during
the past six months?

A: For the first nine months through June 30, 1998,  optimism  prevailed in U.S.
financial markets. The domestic economy grew at a robust pace, yet inflation and
interest  rates  remained  stable at  relatively  low levels,  making the United
States seem somewhat  insulated from severe economic  problems in Asia,  Russia,
and several emerging markets. While those problems were strongly felt in reduced
demand and lower prices for a number of commodities--including  oil and precious
metals--Asia's  storm clouds had a silver  lining for U.S.  investors.  Interest
rates and inflation were held down by lower commodity prices and by the dollar's
gains against a number of currencies, which reduced the costs of imported goods.
These positive  factors caused investors to bid up stock prices to unsustainable
levels by early July. In the last three months (July, August, and September) the
stock  market  declined   substantially  as  investors  became  concerned  about
political  instability in Washington  and that the world wide economic  problems
would result in a recession in the United States.

Q:  What factors contributed to the Fund's performance?

   
A: The Fund did not perform at the level of the S&P 500 due to the fact that the
Fund's  investment  policies  dictate that the portfolio be diversified over six
asset  classes.  Large  company  U.S.  stocks,  as  measured  by  the  S&P  500,
outperformed  the other five classes  during the Fund's fiscal year.  The Fund's
exposure  to the other five  classes,  which did not  perform as well during the
period, caused the overall performance to be lower.
    

The first nine months  through  June 30, 1998 were  bountiful  for  investors in
stocks and bonds--a  sharp,  but brief,  market  downturn in late October,  1997
notwithstanding. The stock market's advance was--once again--led by a relatively
narrow segment of blue-chip growth  companies.  The general upswing  reflected a
remarkable mix of strong economic growth, low unemployment,  tame inflation, and
declining  interest  rates.  The stock market sell-off in the final three months
resulted in many investors across the US giving back the gains of the prior nine
months.

REIT's and Small U.S. Company  stocks  declined  the most in price.  After large
gains  during the  previous 24 months,  share  prices of real estate  investment
trusts (REITs) fell during the year. Share prices of REITs were hurt by concerns
about  overbuilding  in some areas and about higher property prices paid by some
REITs.  Some  investors sold REIT shares after the Federal  Reserve Board,  in a
June letter to about 1,000 banks it supervises, noted that bank lending to REITs
had risen sharply and said that this might  indicate lax lending  standards.  In
addition,  supply outpaced  demand somewhat as existing REITs issued  additional
shares and several trusts made initial public  offerings of shares.  In spite of
the "perceived" problems, most REITs raised their dividends during the year.

Shares of Small Company U.S.  stocks declined as investors moved capital towards
larger,  more liquid,  company  names.  Bonds  performed well the entire year as
interest rates declined.  The yield on the 30-year U.S.  Treasury bond was 5.63%
on June 30, down 29 basis points (0.29  percentage  point) from its yield at the
start of the year.  By September 30, 1998 the yield had fallen to below 5.0% and
set a 30 year record.  In the final three months bonds were the best  performing
asset  by a wide  margin  as  investors  sought  the  safety  of  U.S.  Treasury
securities as they exited the stock market.

Q:  Based on the  market's  current  environment,  what is The  First  Lexington
Balanced Fund's investment strategy for the months ahead?

A: By the summer of 1998 the Fund's portfolio asset  allocation  percentages had
been temporarily  repositioned  more heavily into fixed income  securities.  The
strategy was intended to help preserve the Fund's assets during what the manager
believed  to be a period of high risk for  equities,  and  position  the  Fund's
assets to take advantage of a possible equity market sell-off.  The strategy was
further intended to reduce risk during this period of uncertainy and potentially
extreme  volatility.  Following  the  equity  sell-off  the Fund  increased  its
position in REITs,  Small  Company U.S.  stocks and Large  Company U.S.  stocks,
while reducing the fixed income positions.  These position changes should reward
investors  during  1999 if a  rebound  occurs  in the  equity  markets  and,  in
particular,  Small  Company U.S.  stocks begin to out perform Large Company U.S.
stocks.

The views  expressed in this report are those of the Adviser  through the end of
the period stated on the cover.  The  Adviser's  views and opinions are based on
economic data, market conditions and other information and are subject to change
at any time.
<PAGE>

THE TAXABLE MONEY MARKET FUND
- -----------------------------
Managed by:  Jack R. Orben


                                  Performance
                                                 
To  measure a money  market  fund's  performance,  you can look at either  total
return or yield.  Total return  reflects both the change in a fund's share price
over a given  period,  and  reinvestment  of its  dividends  (or income).  Yield
measures the income paid by a fund.  Since a money market fund tries to maintain
a $1 share price, yield is an important measure of performance.

         
                              Yield for the Period
                             Ended September 30,1998
                             -----------------------


                          30-day yield             4.30%

                          7-day effective yield    4.43%
                         
    *        Past performance is not predictive of future performance.

    
An investment  in the Fund is not insured or  guaranteed by the Federal  Deposit
Insurance Corporation or any other government agency. Although the Fund seeks to
preserve the value of your investment at $1.00 per share, it is possible to lose
money by investing in the Fund.


Investment Review
- -----------------

Q: Why should investors  consider  investing in The Unified Taxable Money Market
Fund? 

A: A prudent wealth-building  strategy includes placing the "cash" portion of an
investor's portfolio into liquid and very conservative investments. Money market
funds are an  excellent  and  suitable  investment  option  for  money  which is
awaiting  near  term   utilization   into  more   aggressive,   higher  yielding
investments,  or, that you wish to keep readily  available  to meet  emergencies
and/or unanticipated events.

Q: For the  previous  six-month  period,  how would you  describe  the  economic
climate that  affected  the types of  instruments  in which money market  mutual
funds invest?

A: Midway through the previous  six-month period, the U.S. markets were impacted
by a series of foreign financial crises which, coupled with less robust earnings
forecasts for American  companies  (especially those doing significant  business
abroad)  prompted a "flight to quality." As investors  moved from stocks to U.S.
Treasury  securities,  the  yield  for  the  bellwether  30-year  Treasury  Bond
plummeted to below 5%, a level that had not been seen for 30 years.  The Federal
Reserve,  convinced that inflation was not a threat, intervened to lower federal
funds rates, reducing the rate by .75% in three increments.  Investors responded
by moving  funds back into stocks,  thereby  bidding up the yield on the 30-year
Treasury  Bond  back  above  5%.  Throughout  this  period  discount  rates  for
short-term instruments dropped  concomitantly,  especially for government agency
discount notes such as FNMA and FHLB issues. In the last few weeks the rates for
these instruments has begun to rise.

Q:  How have you responded to these changing conditions?

A: Our response has been to take steps to increase  the  percentage  of the fund
which is invested  in high grade  commercial  paper,  thereby  increasing  yield
without  sacrificing  safety.  Concentrating  only on those  companies  with the
highest  short-term  ratings,  we  have  begun  to add to the  fund's  yield  by
increasing the  concentration  in  higher-yielding  commercial  issuers.  We are
confident that over the ensuing weeks, the fund can continue to add these issues
while still keeping our focus on safety.

Q:  How have you positioned the Fund for the future?

A: For some time now we have been taking steps to assure a high-grade,  low-risk
portfolio for the Unified  Taxable Money Market Fund.  Our priorities are safety
first,  along with liquidity,  and yield second. Our money market fund portfolio
manager  remains  committed  to  professional  responsiveness  to  the  changing
financial  markets,  ensuring that the Vintage  portfolio  continues to seek the
highest possible safety and returns  consistent with the fundamental  objectives
and investment  policies of the portfolio In the meantime,  as we anticipate and
monitor the economy,  your fund continues to provide high quality,  conservative
investments  with  excellent  service.  Moving  forward,  we anticipate a larger
concentration of the portfolio in first tier commercial paper issuers,  which we
anticipate will increase the yield of the Fund.

<PAGE>


INVESTMENTS-THE STARWOOD STRATEGIC FUND
- ---------------------------------------
Statement of Net Assets September 30, 1998



                                    Number     Market
                                   of Shares    Value
                                   ---------    -----

Common Stocks - 89.19%
- ----------------------
Broadcasting & Publishing - 3.76%
     Warner Lambert                   500     $37,750

Computer Software - 3.19%
     Oracle Corporation             1,100      32,037

Computer Systems - 20.70%
     America On Line*                 300      33,375
     Cisco Systems, Inc. *            500      30,907
     Dell Computer*                   500      32,875
     EMC Corporation*                 650      37,172
     International Business Machine   315      40,320
     Microsoft Corporation*           300      33,019

Data Telecommunication - 2.98%
     Tellabs Inc. *             750            29,860

Diversified Conglomerates - 4.02%
     Phillip Morris Inc.              875      40,305

Drugs & Health Care - 16.02%
     Bristol Myers Squibb             400      41,550
     Lilly Eli & Company              500      39,156
     Merck & Company, Inc.           300       38,869
     Johnson & Johnson                525      41,081

Office Supplies - 7.07%
     Herman Miller                  1,700      33,575
     Mindsprings Enterprise Inc.*     900      37,350

                        *Non-income producing securities.


                                    Number       Market         
                                 of Shares       Value
                                 ---------       -----

Photographics - 3.66%
     Eastman Kodak Co.*               475       $36,724

Retail - 3.54%
     Wal Mart Stores Inc.             650        35,506

Telecommunications - 20.07%
     AT&T Corporation                 675        39,446
     Bell Atlantic                    900        43,594
     Genentech Inc.*                  600        43,125
     MCI WorldCom Inc. Ga.*           800        39,100
     Sprint Corporation               500        36,000


Utilities - 4.18%
     Texas Utilities Co.              900        41,907

Total Common Stocks                           $ 894,603
                                              ---------
(cost $ 906,664)
<PAGE>

Repurchase  Agreements-  13.26  % 
- ----------  -----------  -----  - 

Star Bank($135,000 GNMA II 8395,03/20/24) Purchase Date 09/30/98,  Maturity Date
10/01/98, Amount payable at maturity $133,018

Total Repurchase Agreements                   $ 133,000 
                                              ----------
     (Cost $133,000)

Total Investments -102.45%                  
- --------------------------                  
     (Identified cost $1,039,664)           $1,027,603

Other Assets and Liabilities, Net - (2.45)%   (24,539)
- -------------------------------------------   --------

Net Assets - 100%                          $ 1,003,064
                                           ===========
<PAGE>
INVESTMENTS-THE LAIDLAW FUND
- ----------------------------
Statement of Net Assets September 30, 1998



                                    Number     Market
                                  of Shares    Value
                                  ---------    -----

Common Stocks - 95.64%
- ----------------------
Banks - 8.98%
     Bank of New York               3,648     $99,864

Computer Systems - 9.85%
     Sun Microsystems *             2,200     109,589

Data Telecommunication - 12.42%
     Lucent Technology              2,000     138,126

Delivery Services - 8.11%
     Federal Express  *             2,000      90,250

Drugs & Health Care - 12.81%
     Merck & Company, Inc.          1,100     142,519

Food & Beverage - 9.65%
     H. J. Heinz Company            2,100     107,363

Insurance - 8.56%
     CIGNA Corp.                    1,440      95,220

                                   Number      Market
                                  of Shares     Value
                                  ---------     -----


Investment Companies - 8.18%
     A. G. Edwards Inc.             3,000     $90,939

Pharmaceutical - 11.12%
     Pharmacia  & Upjohn Company    2,465     123,713

Retail - 5.96%
     Sears Roebuck & Company        1,500      66,282


Total Common Stocks
     (Cost $454,526)                       $1,063,865
                                            ---------

Total Investments - 95.64%
- --------------------------
     (Identified cost $454,526)            $1,063,865

Other Assets and Liabilities, Net - 4.36%      48,534             
- -----------------------------------------      ------             


Net Assets - 100%                          $1,112,399
                                           ==========


         *Non-income producing securities.

<PAGE>
                                                

INVESTMENTS-THE FIRST LEXINGTON BALANCED FUND                 
- ---------------------------------------------                 
Statement of Net Assets September 30, 1998

<TABLE>
<S>                                                              <C>            <C>   

                                                                 Number          Market
                                                                of Shares        Value
                                                                ---------        -----
Mutual Funds - 95.59%
     Vanguard Index Trust 500 Portfolio                          10,329        $ 976,662
     Vanguard Extended Market Portfolio                          36,872          995,902
     Vanguard GNMA Fund                                          56,983          600,595
     Vanguard International Growth                               58,468          951,282
     Vanguard Specialized Real Estate Index Fund                 84,007          974,484
     Vanguard Total Bond Market Index                           149,844        1,562,877

Total Mutual Funds
     (Cost $6,384,381)                                                         6,061,802
                                                                               ---------

Repurchase Agreements - 4.01%
- -----------------------------
     Star Bank ($260,000 GNMA II 8395, 03/20/24)
          Purchase Date 09/30/98, Maturity Date 10/01/98,
          Amount Payable at Maturity $254,035

Total Repurchase Agreements
     (Cost $254,000)                                                          $  254,000
                                                                               ---------

Total Investments - 99.60%
- --------------------------
        (Identified cost $6,638,381)                                         $6,315,802

Other Assets and Liabilities, Net - .40%                                         25,571   
- ----------------------------------------                                     ----------

Net Assets - 100%                                                            $6,341,373
                                                                             ==========
</TABLE>


<PAGE>
INVESTMENTS-THE TAXABLE MONEY MARKET FUND
- -----------------------------------------
Statement of Net Assets September 30, 1998
<TABLE>
<S>                                                                <C>            <C>        <C>
              
                                                                    Par Value      Value (Note 2)
                                                                    ---------      --------------
Commercial Paper - 25.62%
- -------------------------
Lucent Technology 5.46%, 10/22/1998                                 3,000,000      $2,990,445
General Motors Credit Corporation 5.46%, 11/19/1998                 2,000,000       1,985,136
IBM Credit Corporation 5.625%, 12/03/1998                           2,000,000       1,981,100
Disney Walt Company 5.40%, 12/16/1998                               2,000,000       1,977,200
United Parcel Service 5.32%, 12/29/1998                             2,000,000       1,973,696
Ford Motor Credit Corporation 5.43%, 01/07/1999                     2,000,000       1,970,437
Merrill Lynch 5.51%, 01/27/1999                                     2,000,000       1,964,078
General Electric Capital Corporation 5.50%, 02/23/1999              2,000,000       1,955,695

Total Commercial Paper
             ( Cost $16,797,787)                                                  $16,797,787
                                                                                   ----------

U.S. Government Securities - 67.91 %
- ------------------------------------
Federal Farm Credit Bank 5.34%, 01/06/1999                          2,000,000      $1,971,223
Federal Farm Credit Bank 5.34%, 01/19/1999                          2,000,000       1,967,367
Federal Home Loan Mortgage 5.37%, 10/01/1998                        4,000,000       4,000,000
Federal Home Loan Mortgage 5.38%, 11/25/1998                        3,000,000       2,975,342
Federal National Mortgage Association 5.36%,  10/08/1998            2,000,000       1,997,916
Federal National Mortgage Association 5.36%,  10/13/1998            2,000,000       1,996,427
Federal National Mortgage Association 5.36%,  10/14/1998            2,000,000       1,996,129
Federal National Mortgage Association 5.37%,  10/21/1998            3,000,000       2,991,050
Federal National Mortgage Association 5.36%,  10/22/1998            2,000,000       1,993,747
Federal National Mortgage Association 5.35%,  11/23/1998            2,000,000       1,984,247
Federal National Mortgage Association 5.38%,  11/25/1998            2,000,000       1,983,561
Federal National Mortgage Association 5.35%,  12/28/1998            2,000,000       1,973,844
Federal National Mortgage Association 5.36%,  01/04/1999            2,000,000       1,969,603
Federal National Mortgage Association 5.34%,  01/06/1999            2,000,000       1,971,224
Federal National Mortgage Association 5.26%,  01/11/1999            3,000,000       2,955,290
Federal National Mortgage Association 5.32%,  01/19/1999            3,000,000       2,951,233
Federal National Mortgage Association 5.14%,  02/18/1999            3,000,000       2,940,033
Federal National Mortgage Association 5.32%,  02/26/1999            2,000,000       1,956,258
Federal National Mortgage Association 5.30%,  03/01/1999            2,000,000       1,955,539

Total U.S. Government Securities                                                                    
                   (Cost $61,327,820)                                             $44,530,033
                                                                                   -----------
                                                                                      

Repurchase Agreements - 6.25%
- -----------------------------
     Star Bank ($4,135,000 GNMA II 8395 03/20/24)
          Purchase Date 09/30/98, Maturity Date 10/01/98,
          Amount payable at Maturity $4,100,558

Total Repurchase Agreements
     (Cost $4,100,000)                                                            $  4,100,000
                                                                                    -----------
Total Investments - 99.78%
- --------------------------
     (Amortized cost $65,427,820)                                                  $65,427,820
Other Assets and Liabilities, Net -.22 %                                               147,487
- ----------------------------------------                                               -------
     Net Assets - 100%                                                             $65,575,307
                                                                                   ===========

<PAGE>

STATEMENTS OF ASSETS AND LIABILITIES
- ------------------------------------
As of  September 30, 1998

                                                                                     First          Taxable
                                                   Starwood                        Lexington         Money
                                                   Strategic          Laidlaw      Balanced          Market          
                                                     Fund              Fund          Fund            Fund 
                                                     ----              ----          ----            -----

ASSETS

     Investments, at value (Note 2) ........   $    1,027,603        $ 1,063,865  $ 6,315,802    $ 65,427,820
     Cash .................................               234             33,614          616          97,656
     Dividend receivable ...................              598              2,492       11,137             ---
        Interest receivable ................               18                ---           35             558
     Receivable from adviser   .............           11,488             13,840       16,486         110,301
     Other receivable.......................              ---               ---           ---             671
     Receivable for shares sold.............              ---               ---         2,296             751
                                                   -----------       -----------    ----------           ----

     Total assets ..........................        1,039,941          1,113,811    6,346,372       65,637,757

LIABILITIES

     Payable for Investment purchased.......           35,662                ---          ---              ---
     Accrued expenses (Note 2)..............            1,215              1,412        4,999           62,450
                                                   -----------        ----------   -----------     ------------

      Total liabilities.....................           36,877              1,412         4,999           62,450
                                                   -----------        ----------   ------------     -----------

NET ASSETS .................................   $    1,003,064        $ 1,112,399    $ 6,341,373    $ 65,575,307
                                                   ===========        =========      =========       ==========

Net assets consist of:
     Paid-in capital .......................          834,625            118,162     6,600,365      65,575,307
     Undistributed net realized gain  
     on investments ........................          180,499            384,898        63,586             ---
     Net unrealized appreciation (depreciation) in
         value of investments                         (12,060)           609,339      (322,578)            ---
                                                    -----------         --------    -------------    -----------

Net assets .................................$        1,003,064       $ 1,112,399     $ 6,341,373    $ 65,575,307
                                                 ==============        =========       =========      ==========

Shares of capital stock
     outstanding (no par value,
     unlimited shares authorized)...........           107,376          587,372         609,452      65,575,307

Net asset value per share, offering
     and redemption price ..................            $ 9.34           $ 1.89         $ 10.41          $ 1.00

The accompanying notes are an integral part of these financial statements.

<PAGE>

STATEMENTS OF OPERATIONS
- ------------------------
For the period ended  September 30, 1998
                                                                                       First         Taxable                      
                                                       Starwood                      Lexington        Money
                                                       Strategic      Laidlaw         Balanced        Market
                                                        Fund           Fund             Fund           Fund
                                                        ----           ----             ----           ----

INVESTMENT INCOME:
     Interest ..............................        $    4,814    $    1,069       $    32,564     $ 2,948,682
     Dividends .............................             7,743        39,235           240,056             ---
     Miscellaneous Income ..................               ---           ---                 7             ---
                                                      ----------   -----------      -------------   -----------
         Total net income ..................            12,557        40,304           272,627       2,948,682
                                                      ----------   -----------       -----------     ---------

EXPENSES:
     Investment adviser fees (Note 3) ......            11,297        26,352            43,637         420,622
     Transfer agent fees (Note 3) ..........               256           629               478           4,211
     Fund accounting fees ..................               256           629               478           4,211
     Printing.  ............................               161           407             1,152          10,763
     Administrative service fees ...........             1,135         2,795             2,583          22,742         
     12B-1 fees (Note 3)....................             1,055         2,481             6,456          54,223
     Auditing fees .........................              ---           ---                628           1,275
     Legal fees ............................               798         2,069             4,843          37,355
     Trustee's fees ........................               231         1,104             2,533          19,534                      
     Custodian fees.........................               238           585               763           8,281
     Registration and filing fees ..........             4,778         4,707             2,506          25,622
     Postage ...............................               345           739             1,741          11,910                 
     Shareholder servicing fees (Note 2) ...             1,583         3,721             9,713          81,334
     Amortization of organization expenses               2,266         2,266             2,266           2,273
     Insurance .............................               995           878               799             592
     Other expenses ........................             1,877         1,647               ---           1,092
                                                       --------      --------          ----------    ----------
           Total net expenses ..............            27,271        51,009            80,576         706,040
                                                       --------      --------          ----------     --------
Less: Expense reimbursement
     from adviser (Note 3) .................            11,488        13,840            16,486         110,301
                                                       --------      --------          ----------      -------

NET INVESTMENT INCOME (LOSS) ...............           (3,226)         3,135           208,537       2,352,943
                                                       --------      --------         -----------    ---------

REALIZED AND UNREALIZED GAIN (LOSS)
      ON INVESTMENTS

     Net realized gain (loss) on investments           195,443        954,882            63,573         ---
     Net realized gains from other
          Investment companies..............               ---            ---            85,407         ---
     Change in net unrealized
          appreciation of investments ......          (198,366)      (823,936)         (466,122)        ---
                                                     -----------     ----------      -----------    -----------
     Net gain (loss) on investments ........            (2,923)       130,946          (317,142)        ---
                                                       --------       ---------      -----------    ----------- 

INCREASE (DECREASE) IN NET ASSETS
     RESULTING FROM OPERATIONS .............      $     (6,149)    $  134,081      $   (108,605)   $ 2,352,943
                                                       =========      ========        ===========    =========

   The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS
- -----------------------------------
<TABLE>
<S>                                                    <C>             <C>                <C>             <C>   

                                                                     Starwood Strategic Fund             Laidlaw Fund
                                                                     -----------------------             ------------

                                                                      Year          Year                Year           Year       
                                                                     Ended         Ended                Ended          Ended       
                                                                    Sept 30,      Sept 30,             Sept 30,       Sept 30,     
                                                                     1998          1997                 1998           1997
                                                                     ----          ----                 ----           ----
                                                                                                                                 
INCREASE  (DECREASE) IN NET ASSETS
Operations:
     Net investment income (loss) ...................            $  (3,226)      $ (9,701)            $ 3,135        $    335
     Net realized gain (loss) on investments ........               195,443         6,241             954,882         453,387
     Change in net unrealized appreciation of investments         (198,366)       166,805            (823,936)      1,433,275
                                                                 ------------    ----------           --------     -----------
Net Increase (Decrease) in net assets resulting from operations     (6,149)       173,345             134,081       1,886,997

Dividends and distributions to shareholders from:
Net realized gains   ................................                  ---        (16,240)               ---         (453,372)
Net investment Income ...................                              ---          ---                (3,134)           (325)     
                                                                                                       ------            ----      

Capital share transactions:
     Proceeds from shares sold ......................              173,696        656,554               98,866        230,238
     Value of shares issued to shareholders in
          reinvestment of dividends and distributions                  ---         16,240                2,864        379,474
                                                                 ------------    ---------            ---------     ----------
                                                                   173,696        672,794              101,730        609,712

   Cost of shares redeemed ..........................             (301,469)      (176,371)          (2,040,620)    (2,435,409)
                                                                 ----------      ---------         ------------     ----------
      Net increase in net assets resulting from
          capital share transactions ................             (127,773)       496,423           (1,938,890)    (1,825,697)
                                                                -----------       --------           ----------    -----------
      TOTAL INCREASE (DECREASE) IN NET ASSETS                     (133,922)       653,528           (1,807,943)      (392,397)

NET ASSETS:
     Beginning of period ............................            1,136,986        483,458            2,920,342       3,312,739
                                                                 ---------        -------            ---------       ---------
     End of period (including undistributed
          net investment income/net investment loss)        $    1,003,064    $ 1,136,986          $ 1,112,399     $ 2,920,342
                                                               ============    ===========         ===========     ===========

   Shares of capital stock of the Fund sold and redeemed:
     Shares sold ....................................               17,636         78,146              50,129          119,583     
      Shares issued to shareholders in reinvestment
     dividends and distributions ....................                  ---          1,746               1,469          194,104
                                                                 -----------      --------          -----------     ----------

                                                                                                                                   
                                                              
NET INCREASE (DECREASE) IN NUMBER OF
     SHARES OUTSTANDING .............................              (14,844)        59,382            (906,165)       ( 416,731)
                                                                =============    =========           ========         =========
   The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>


STATEMENTS OF CHANGES IN NET ASSETS
- -----------------------------------
<TABLE>
<S>                                                           <C>                  <C>               <C>            <C>    

                                                                      First Lexington                  Taxable Money
                                                                      Balanced Fund                    Market Fund
                                                                      -------------                    -----------

                                                                Year               Year              Year           Year
                                                                Ended              Ended             Ended         Ended 
                                                                Sept 30,         Sept 30,           Sept 30,      Sept 30,        
                                                                 1998              1997              1998          1997
                                                                 ----              ----              ----          ----

INCREASE (DECREASE) IN NET ASSETS
Operations:
     Net investment income (loss) ...................       $   208,537         $  8,756          $ 2,352,943    $ 2,075,516
     Net realized gain (loss) on investments ........           148,980            4,095              ---             ---           
     Change in net unrealized appreciation of investment       (466,122)         143,544              ---             ---
                                                               ---------         -------         ------------  ------------
Net Increase(Decrease) in net assets resulting from operations (108,605)         156,395            2,352,943      2,075,516

Dividends and distributions to shareholders from
     Net realized gains..............................           (85,407)         (4,092)              ---            ---
     Net investment income ..........................          (208,527)         (7,412)          (2,352,943)    (2,075,516)       
                                                               ---------       ---------          -----------   -----------        
TOTAL INCREASE (DECREASE)............................          (402,539)         144,891              ---            ---

Capital share transactions:
     Proceeds from shares sold ......................         4,552,823        3,006,501          192,713,015    146,134,876
     Value of shares issued to shareholders in
          reinvestment of dividends and distributions           292,861           11,504            2,176,703      2,224,498
                                                                -------           ------           ---------      ---------
                                                              4,845,684        3,018,005          194,889,718    148,359,374

 Cost of shares redeemed ............................        (1,166,283)        (107,373)       (179,934,121)   148,284,175)       
                                                             -----------      -----------       -------------   ------------
     Net increase in net assets resulting from
          capital share transactions ................         3,679,401        2,910,632           14,955,597         75,199
                                                             -----------      ----------          -----------        -------
 TOTAL INCREASE (DECREASE) IN NET ASSETS                      3,276,862        3,055,523           14,955,597         75,199

NET ASSETS:
     Beginning of period ............................         3,064,511            8,988           50,619,710     50,544,511
                                                            -----------         ---------          ----------    -----------
     End of period (including undistributed net
           investment income/net investment loss) ...     $   6,341,373      $ 3,064,511          $65,575,307    $50,619,710
                                                             ==========      ===========           ==========     ==========

Shares of capital stock of the Fund sold and redeemed:
     Shares sold ....................................           414,909          301,698          192,713,015    146,134,876
     Shares issued to shareholders in reinvestment
          dividends and distributions ...............            26,891            1,045            2,176,703      2,224,498
                                                             -----------       ---------         ------------    -----------
                                                                441,800          302,743          194,889,718    148,359,374
     Shares redeemed ................................          (110,676)         (32,342)       (179,934,121)  (148,284,175)
                                                             -----------       ---------         ------------  -------------

   NET INCREASE (DECREASE)IN NUMBER OF
     SHARES OUTSTANDING .............................           331,124          270,401           14,955,597        75,199
                                                             ===========       =========          ===========     =========
</TABLE>


The accompanying notes are an integral part of these financial statements.
<PAGE>

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.

<TABLE>
<S>                                 <C>           <C>         <C>            <C>   

                                    Starwood     Starwood     Starwood      Starwood                              
                                    Strategic    Strategic    Strategic     Strategic
                                      Fund         Fund         Fund          Fund
                                      ----         ----         ----          ----
                                     1998(a)       1997         1996         1995(b)
PER SHARE OPERATING
     PERFORMANCE:
Net asset value, beginning ....      $ 9.30       $7.69       $10.00       $ 10.00
Income from investment
     Operations:
     Net investment income ....       (0.03)      (0.26)       (3.23)         0.00                                
     Net realized and unrealized
      gain (loss) on investments       0.07        2.00         0.92          0.00                          
     Total from investment income      0.04        1.74        (2.31)         0.00
                                      -----        -----       -----        ------
Less distributions:
     Dividends from realized gains     0.00       (0.13)        0.00          0.00                          
     Dividends from net
     investment income ........        0.00        0.00         0.00          0.00
                                       ----       -----        -----          ----
Total from distributions ......        0.00       (0.13)        0.00          0.00
                                       ----       ------       -----          ----

    Net asset value at end of period $ 9.34      $ 9.30        $7.69        $10.00
                                      =====       =====         ====         =====

TOTAL ANNUALIZED
     RETURN (%) (e)...........         0.43       20.94        (3.97)(d)    (c)

RATIOS/SUPPLEMENTAL DATA:
     Net assets, end of period    1,003,064   1,136,986        483,458       2,705

     Ratio of expenses to
          average net assets ..       2.59%       4.26%         15.99%       0.00%                              
     Ratio of expenses (after
          reimbursement) to
          average net assets ..       1.50%       2.54%         15.25%       0.00%
     Ratio of net investment
          Income to average net
               assets .........     (1.40)%     (2.97)%       (14.42)%       0.00%
     Ratio of net investment
          income (after reimbursement)
          to average net assets     (0.31)%     (1.25)%       (13.68)%       0.00%

     Portfolio turnover........     119.97%      76.09%        169.83%       0.00%

</TABLE>



(a)  For the Year-Ended September 30, 1998.
(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 April 4,1996  (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).
<PAGE>


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

                                          First         First      Municipal  Municipal
                                        Lexington     Lexington      Fixed     Fixed  
                                         Balanced      Balanced     Income    Income
                                           Fund         Fund         Fund      Fund
                                           ----         ----         ----      ----
                                          1998(a)      1997(f)       1996     1995(b)
PER SHARE OPERATING
     PERFORMANCE:
Net asset value, beginning ....         $ 11.01     $ 22.60(g)     $200.00(g) $200.00(g)
Income from investment
     Operations:
     Net investment income ....            0.50        (12.54)     (177.40)      0.00                 
     Net realized and unrealized
      gain (loss) on investments          (0.61)          .99         0.00       0.00           
     Total from investment income         (0.11)       (11.05)     (177.40)      0.00
                                         -------       -------     --------   --------
Less distributions:
     Dividends from realized gains        (0.14)        (0.01)        0.00       0.00
     Dividends from net
     investment income ........           (0.35)        (0.03)        0.00       0.00
                                         -------        -----      ---------  --------
Total from distributions ......           (0.49)        (0.04)        0.00       0.00
                                           -----        -----      ---------  --------

Net asset value at end of period        $ 10.41        $11.01    $   22.60    $200.00
                                         ======         =====      ========    ======

TOTAL ANNUALIZED
     RETURN (%) (e)...........            (1.09)        18.54(d)     (c)        (c)

RATIOS/SUPPLEMENTAL DATA:
     Net assets, end of period         6,341,373      3,064,511      8,988      100

     Ratio of expenses to
          average net assets ..            1.26%           3.06%    181.72%    0.00%
     Ratio of expenses (after
          reimbursement) to
          average net assets ..            1.00%            2.35    181.01%    0.00%
     Ratio of net investment
          Income to average net assets     3.01%            0.30%  (181.58)%   0.00%
     Ratio of net investment
          income (after reimbursement)
          to average net assets            3.27%            1.01%  (180.86)%   0.00%

     Portfolio turnover........           17.79%            6.60%      0.00%   0.00%

(a)  For the Year-Ended September 30, 1998.
(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, 1997  (commencement  of  investment  in accordance
     with objective) to September 30, 1997.
(e)  Total  return  would have been lower had certain  expenses not been reduced
     during the periods shown (see Note 3).
(f)  The name of the fund was  changed  during  the  period  (see  note 1).  (g)
     Beginning balance adjusted for reverse stock split (see Note 1)

</TABLE>
<PAGE>

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. 
<TABLE>
<S>                                           <C>      <C>                   <C>           <C>            <C>   
           
                                                                            Laidlaw         Laidlaw         Laidlaw 
                                             Laidlaw      Laidlaw           Covenant        Covenant        Covenant
                                               Fund         Fund            Fund            Fund            Fund
                                               ----         ----            -----           ----            ----
                                               1998(a)     1997(b)(e)      1996(e)(c)      1995(e)         1994(e)
PER SHARE OPERATING
     PERFORMANCE:
Net asset value, beginning ....               $ 1.96       $ 1.77             $1.78        $1.54            $1.54
     Income from investment
     Operations:
     Net investment income ....                 0.00         0.00              0.00         0.00             0.00
     Net realized and unrealized
          gain (loss) on investments            (0.06)       0.68              0.08         0.45             0.04                   
                                                -----        ----              ----         ----             ----                   
     Total from investment  income              (0.06)       0.68              0.08         0.45             0.04
                                               -------       ----              ----         ----             ----
Less distributions:
     Dividends from net
          investment income ...                 (0.01)       0.00              0.00         0.00             0.00
     Net realized gains........                  0.00       (0.49)            (0.09)       (0.21)           (0.04)                  
     Total from distributions..                 (0.01)      (0.49)            (0.09)       (0.21)           (0.04)
                                                 ----       ------            ------       ------           ------                

Net asset value at end of period               $ 1.89       $1.96             $1.77        $1.78            $1.54
                                                 =====       =====            =====        =====            =====

TOTAL ANNUALIZED
     RETURN (%) (d)............                 (3.31)       40.40             6.19        29.59             2.86

RATIOS/SUPPLEMENTAL DATA:
     Net assets, end of period..            1,112,399    2,920,342        3,313,000     4,497,000       4,381,000

     Ratio of expenses to
          average net assets ..                 2.15%        3.25%           4.81%         4.57%            5.20%                
     Ratio of expenses (after
          reimbursement)  to
          average net assets ..                 1.50%        1.89%           2.44%         2.50%            2.50%
     Ratio of net investment 
          Income to average net assets        (0.45)%      (1.35)%         (2.09)%       (2.10)%          (2.57)%
     Ratio of net investment
          income (after reimbursement)
          to average net assets                 0.13%        0.01%         (0.28)%         0.02%            0.11%

     Portfolio turnover .......                 0.00%       58.44%           5.92%        61.00%           73.00%


</TABLE>

(a)  For the Year-Ended September 30, 1998.
(b)  The name of the fund was changed during the period (see Note 1).
(c)  For the Nine Months Ended September 30, 1996.
(d)  Total  return  would have been lower had certain  expenses not been reduced
     during the periods shown (see Note 3).
(e)  Per share data adjusted for share conversion 8.41 to 1.

<PAGE>

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.
<TABLE>
<S>                                      <C>         <C>         <C>            <C>    
                                         Taxable     Taxable       Taxable      Taxable 
                                         Money       Money         Money        Money
                                         Market      Market        Market       Market   
                                         Fund        Fund          Fund         Fund
                                         ----        ----          ----         ----
                                        1998(a)      1997          1996         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         0.03         0.04         0.002
     Net realized and unrealized
          gain (loss) on investments     0.00         0.00         0.00         0.000
                                         ----         ----         -----        -----
Total from investment  income            0.04         0.03         0.04         0.002
 Less Distribution :
     Dividends from net
          investment income ...         (0.04)       (0.03)       (0.04)       (0.002)                                
                                        -----        -----        -----        ------                                 
     Total from distributions           (0.04)       (0.03)       (0.04)       (0.002)           
                                        ------       ------       ------       -------                                           
Net asset value at end of period         $1.00       $1.00       $ 1.00        $ 1.00
                                         ======     =======      =======       =======

RATIOS/SUPPLEMENTAL DATA:
     Net assets, end of period       65,575,307 50,619,710   50,544,511     1,230,385

     Ratio of expenses to
          average net assets ..           1.30%      1.44%        1.25%        12.82%
     Ratio of expenses (after
          reimbursement)  to
          average net assets ..           1.10%      1.12%        1.16%         0.47%
     Ratio of net investment
          Income to average net assets    4.12%      3.86%        4.12%       (11.94%)
     Ratio of net investment
          income (after reimbursement)
          to average net assets           4.33%      4.19%        4.21%         0.65%

     Portfolio turnover .......           0.00%      0.00%        0.00%         0.00%



(a) For the Year-Ended September 30, 1998.
(b) For the Period June 2, 1995  (commencement  of  operations) to September 30,
1995.



</TABLE>
<PAGE>

NOTES TO FINANCIAL STATEMENTS

Note 1 - General

     The Unified  Funds (the "Trust") is an Ohio  business  trust  authorized to
offer separate classes and sub-classes of beneficial interest.  The Trust, which
was organized on November 20, 1997,  is the  successor to the  operations of the
Vintage Funds. The Trust is a series company composed of four no-load funds (the
"Funds")  including The Starwood  Strategic  Fund,  The Laidlaw Fund,  The First
Lexington Balanced Fund, and The Taxable Money Market 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.

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 stock,  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 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 assets 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.

On December  20, 1996 the  Fiduciary  Value Fund changed its name to The Laidlaw
Fund and  acquired  the assets of The Laidlaw  Covenant  Fund.  The  acquisition
consisted  of the  transfer  of all the assets and  liabilities  of The  Laidlaw
Covenant  Fund in  exchange  for  shares  of the  Fiduciary  Value  Fund and the
distribution of such shares to the  shareholders of The Laidlaw Covenant Fund in
liquidation of The Laidlaw Covenant Fund.

On  February 1, 1997 The  Municipal  Fixed  Income Fund  changed its name to The
First Lexington  Balanced Fund. In addition to the name change, the Fund changed
its policy and sub-adviser.  On March 6, 1997, The First Lexington Balanced Fund
exercised a 1 for 20 reverse stock split.


Note 2 - Significant Accounting Policies

The following is a summary of the significant  accounting  policies  followed by
the Trust in the preparation of its financial statements.

         A) Security Valuations

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.

         B) Securities Transactions

Securities  transactions are recorded on a trade date-plus-one  basis.  Realized
gains and losses from  securities  transactions  are recorded on the  identified
cost basis.  For federal income tax purposes,  the cost of investments  owned on
September  30, 1998 were the same as  identified  cost. As of September 30, 1998
the composition of unrealized  appreciation  (the excess of value over tax cost)
and depreciation (the excess of tax cost over value) was as follows:
<PAGE>

<TABLE>
<S>                        <C>                 <C>                    <C>  

                                                                       Net Appreciation
      Fund                    Appreciation        Depreciation          (Depreciation)
      ------------            ------------        ------------          --------------
Starwood Strategic            $  15,274          $   (27,334)            $   (12,060)
First Lexington Balanced         80,354             (402,933)               (322,579)
Laidlaw Fund                    609,339                ---                   609,339
</TABLE>

         C) Dividends and Distributions to Shareholders

Dividends,  if any, from net investment income for The Starwood  Strategic Fund,
The Laidlaw Fund,  and The First  Lexington  Balanced  Fund are paid  quarterly.
Dividends,  if any, from net investment income for The Taxable Money Market Fund
are paid on a daily basis.  Net realized  long term capital  gains,  if any, are
paid at least annually for each Fund.  However,  to the extent that net realized
gains of any Fund could be  reduced by any  capital  loss  carry-overs  from the
Fund, such gains will not be distributed Dividend  distributions are recorded on
the ex-dividend date.

         D) Federal Income Taxes                                  

It is the policy of each Fund to meet the  requirements of the Internal  Revenue
Code applicable to regulated  investment  companies and to distribute all of its
taxable income to its shareholders.

         E) Expenses                        

Direct  expenses of each Fund are charged to the  applicable  Fund.  Any general
expenses of the Trust not readily  identifiable  as  belonging  to a  particular
series are allocated by or under the direction of the Trustees in such manner as
the Trustees determine to be fair and equitable.

Organizational  costs and initial  registration fees represent costs incurred in
connection with the  organization,  registration and the initial public offering
of the  shares of the  Trust and its  Funds.  Organizational  costs and  initial
registration  fees are deferred and will be amortized on a  straight-line  basis
over five years.  In the event that the original  shareholder (or any subsequent
transferee)  redeems any of its original  capital (seed  capital) prior to these
organizational  costs and initial  registration fees being fully amortized,  the
redemption  proceeds  will  be  reduced  by  a  pro-rata  portion  of  any  then
unamortized  organizational costs and initial registration fees.  Organizational
costs and initial registration fees incurred were allocated  accordingly to each
of the four Funds prior to the commencement of operations.  On February 2, 1998,
The  Adviser  assumed  the  unamortized  balance  of  organizational  costs  and
registration fees in each Fund.

Prior to February 2, 1998 each Fund paid its own expenses. Effective February 2,
1998,  The Adviser and the Unified  Funds  entered into a  Management  Agreement
pursuant to which the adviser pays all of the operating  expenses of the Unified
Funds except shareholder servicing fees, brokerage fees, taxes, interest,  12b-1
fees, and extraordinary expenses. Each fund pays a management fee to the Adviser
as described in note 3.

         F) Estimates                             

Preparation  of financial  statements  in  accordance  with  generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and liabilities and the reported  amounts
of revenues and expenses  during the  reporting  period.  Actual  results  could
differ from those estimates.

         G) Repurchase Agreement      

Under the terms of a typical  repurchase  agreement,  a Fund  writes a financial
contract  with  a  counterparty  and  takes  possession  of  a  government  debt
obligation as collateral.  The Fund also agrees with the  counterparty  to allow
the  counterparty  to repurchase  the financial  contract at a specific date and
price,  thereby  determining  the yield during the Fund's holding  period.  This
arrangement  will result in a  fixed-rate  of return not subject to the market's
fluctuation during the holding period indicated in th contract. The value of the
collateral is at least equal to the total amount of the  repurchase  obligation,
including interest. In the event of default by the counterparty,  a Fund has the
right to use the collateral to offset any losses incurred.

         H) Investments      

Interest income is recorded on the accrual basis and dividend income is recorded
on the ex-dividend date.
<PAGE>

Note 3 - Agreements and Other Transactions with Affiliates  

The Trust has  entered  into a  Management  Agreement  with  Unified  Investment
Advisers,  Inc.  (the  "Adviser").  The  Adviser was  formerly  known as Vintage
Advisers,  Inc. In turn, the Adviser has entered into an Investment Sub-Advisory
Agreement   with  Health   Financial,   Inc.  The  Trust  has  entered  into  an
Administration  Agreement with Unified Fund Services,  Inc. ("Unified") to serve
as transfer  agent and  shareholder  service  agent and provide fund  accounting
services. The Fund retains Unified Management Corporation (the "Distributor") as
the principal distributor of the Fund's shares.

As investment  adviser,  the Adviser supervises and assists in the management of
the Trust, pursuant to the terms of the Management Agreement.

Effective February 2, 1998 the Adviser provides investment advisory services and
pays  certain Fund  expenses  (see note 2) for which each fund pays on a monthly
basis, an annual fee as follows:
<TABLE>
<S>                       <C>                      <C>                            <C>   

                          % of Average Net                                      %of Average Net
Fund                      Assets of the Fund         Fund                       Assets of the Fund
- ----                      ------------------         ----                       ------------------
Starwood Strategic              1.25%               First Lexington Balanced          .75%
Laidlaw                         1.25%               Taxable Money Market              .90%                 
</TABLE>

The Adviser has engaged Health Financial,  Inc. (the  "Sub-Adviser") to serve as
sub-adviser to the First Lexington  Balanced Fund. The  Sub-Adviser  receives an
annual  investment  management  fee,  paid by the  Adviser,  for its  management
services.  The fee is payable  monthly,  at the  following  rates:  0.40% of net
assets  up to $250  million;  0.35% of the next $250  million;  and 0.30% of net
assets in excess of $500 million.

Prior to February 2, 1998 the Adviser provided  investment advisory services for
which each Fund and was paid on a monthly basis, an annual fee as follows:
<TABLE>
<S>                     <C>                       <C>                                <C>    

                         % of Average Net                                            % of Average Net
Fund                     Assets of the Fund         Fund                            Assets of the Fund                         
- ----                     ------------------         ----                            ------------------                  
Starwood Strategic           .75%                   First Lexington Balanced               .50%
Laidlaw                      .75%                   Taxable Money Market                   .50% 
                
</TABLE>

Until February 2, 1998, the Adviser engaged Health  Financial,  Inc. to serve as
sub-adviser to the First Lexington  Balanced Fund under the same fee arrangement
as  described  above.  Until  February  2,  1998 the  Adviser  engaged  Starwood
Corporation  to  serve  as  sub-adviser  to The  Starwood  Strategic  Fund,  and
Fiduciary  Counsel,  Inc., to serve as  sub-adviser  to the Laidlaw Fund and The
Taxable Money Market Fund. Each of these  sub-advisers was entitled to an annual
fee, paid by the Adviser,  for its  management  services.  The fees were payable
monthly, at the following rates for each Fund respectively:


        Fund                       Fee (Percentage of Assets of the Fund)
       -------                     --------------------------------------
Starwood Strategic                 0.35% of net assets up to $250 million;
                                   0.30% of next $250  million of net assets;
                                   0.25% of net assets in excess of $500 million

Laidlaw                            0.35% of net assets up to $250 million;
                                   0.30% of next $250 million of net assets;
                                   0.25% of net assets in excess of $500 million

Taxable Money Market               0.07% of net assets up to $1 billion;
                                   0.05% of net assets of $1 billion or more


<PAGE>

   
Unified is an affiliate of the Adviser.  Unified, as administrator,  receives an
annual  fee,  payable  monthly by each  Fund.  The fee is equal to 0.435% of the
Fund's average net assets, for The Laidlaw Fund and Starwood Strategic Fund. For
the First Lexington  Balanced Fund and The Taxable Money Market Fund, the fee is
equal to 0.185% of the Fund's average net assets.  Prior to February 2, 1998 the
Fund paid Unified transfer agent fees, shareholder service fees, fund accounting
fees and administrative fees as follows:
    

Fund                  Amount        Fund                             Amount
- ----                  ------        ----                             ------
Starwood Strategic   $ 1,660        First Lexington Balanced         $2,978
Laidlaw              $ 4,116        Taxable Money Market            $30,619

Effective February 2, 1998 these fees are paid by the Adviser.

The Trust has adopted a  Distribution  Plan (the "Plan")  pursuant to Rule 12b-1
under the  Investment  Company Acts of 1940.  Under the Plan, the Trust pays the
Distributor  an annual fee,  payable  monthly,  of up to 0.10% of the respective
Fund's average daily net assets.


The Distributor is a registered  broker/dealer and effected substantially all of
the  investment  portfolio  transactions  for  the  funds.  For  the  year-ended
September 30, 1998,  brokerage  commissions paid to the Distributor by the Funds
are as follows:

Fund                  Amount         Fund                            Amount
- ----                  ------         ----                            ------
Starwood Strategic   $ 4,103         First Lexington Balanced Fund    $-0-
Laidlaw              $ 2,364         Taxable Money Market             $-0-

The Trust has adopted a Shareholder Services Plan (with respect to each Fund) in
which financial  institutions  may enter into a shareholder  services  agreement
with the Trust to provide  administrative  support  services  to the  Funds.  In
return for these services,  a financial  institution  may receive  payments from
each Fund at a rate not exceeding  0.15% of the Fund's  average net assets owned
beneficially by the institution's clients.

Note 3 - (Continued)

Certain Trustees and officers of the Trust are "interested  persons" (as defined
in the Act) of the Trust. Each "non-interested" Trustee is entitled to receive a
quarterly  Board of  Trustees  meeting  fee of  $2,400  and $400 per  additional
meeting attended, plus expenses for services relating to the Trust.

Note 4- Securities Transactions

For the  twelve  months  ending  September  30,  1998,  purchases  and  sales of
investment securities, excluding short-term investments were as follows:

                                        Purchases          Sales
                                        ---------          -----
Starwood Strategic                   $  1,107,732    $  1,036,433
Laidlaw                                   ---             921,568
First Lexington Balanced                4,732,075         946,427



Note 5- Reclassification of Capital Accounts

The Funds have adopted Statement of position 93-2,  "Determination,  Disclosure,
and  Financial  Statement  presentation  of Income,  Capital  Gain and return of
Capital Distributions by Investment  Companies".  As a result of this Statement,
the Laidlaw Fund changed the  classification of distributions to shareholders to
better  disclose  the  difference   between  financial   statement  amounts  and
distributions determined in accordance with income tax regulations. Accordingly,
paid-in-capital  and  undistributed  capital  gains  have  been  adjusted  as of
September 30, 1998 in the following  amounts.  These restatements did not affect
net  investment  income,  net realized  gain (loss) or net assets of The Laidlaw
Fund for the year ended September 30, 1998.

           Paid-In Capital                    Undistributed Net Realized gain
           ---------------                    -------------------------------
                $570,000                                 ($570,000)

<PAGE>



                          INDEPENDENT AUDITOR'S REPORT



To The Shareholders and Board of Trustees
The Unified Funds:

   
We have  audited  the  statements  of  assets  and  liabilities,  including  the
portfolios of investments,  of The Unified Funds (comprising,  respectively,  of
the Starwood Strategic Fund, the Laidlaw Fund, the First Lexington Balanced Fund
and the Taxable  Money Market Fund) as of  September  30, 1998,  and the related
statements  of  operations,  the  statements  of changes in net assets,  and the
financial statements and financial highlights for each of the periods indicated.
These financial  statements and financial  highlights are the  responsibility of
the  Funds'  management.  Our  responsibility  is to express an opinion on these
financial statements and financial highlights based on our audits.
    

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
September 30, 1998, by correspondence  with the custodian and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial position of each
of the respective portfolios  constituting The Unified Funds as of September 30,
1998, the results of their operations,  the changes in their net assets, and the
financial  highlights  for the periods  indicated in conformity  with  generally
accepted accounting principles.



McCurdy & Associates CPA's, Inc.
Westlake, Ohio
October 14, 1998











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