UNIFIED FUNDS /IN
N-30D, 1998-05-29
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                        A MESSAGE FROM THE UNIFIED FUNDS


Dear Shareholders,

Thank  you  for  investing  in The  Unified  Funds  and  welcome  to  our  first
semi-annual  report. For those of you who were shareholders in The Vintage Funds
we welcome you after our recent tax-free reorganization of those assets into The
Unified Funds.

The mutual fund industry continues to experience  unprecedented growth and we at
The Unified Funds are  dedicated to bringing you quality  funds and  exceptional
service. To achieve our goals we offer four separate  portfolios,  each with its
own investment objectives and policies.

The Unified Funds are managed by Unified Investment Advisers,  Inc. ("UIA"). UIA
has  retained  Health  Financial,  Inc.,  to serve as  sub-adviser  to The First
Lexington  Balanced Fund. Dr. Gregory W. Kasten remains the portfolio manager of
The First Lexington Balanced Fund. UIA manages the investment portfolios for The
Starwood Strategic Fund, The Laidlaw Fund and The Taxable Money Market Fund. Mr.
Andrew E. Beer continues as the portfolio manager of The Starwood Strategic Fund
while Mr. Jack R. Orben  continues as the portfolio  manager of The Laidlaw Fund
and The Taxable Money Market Fund.

In  addition,  The  Unified  Funds are  particularly  proud to present to you an
innovative program,  V.O.I.C.E.sm  (Vision for Ongoing Investment in Charity and
Education)sm . The V.O.I.C.E.sm Program provides a means by which the 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 Fund.

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,
especially  endowments,  foundations and general scholarship funds, which assist
our  universities  and  colleges.   At  a  time  when  educational  budgets  are
consistently  being reduced,  it is our sincerest hope that V.O.I.C.E.sm will be
just one of the many ways that we can all give "a little bit of ourselves"  back
to the communities, its schools, colleges, universities and other not-for-profit
organizations.

In regards to the  markets,  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. Our 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   remain.   We  believe  this
"steady-as-she-goes"  policy at the Fed should  continue to provide  support for
this  market in the very near term,  and  provide an  excellent  foundation  and
fertile soil for long-term investments in equity markets.

As a result of the Fed's  recent  actions,  the economy has more  momentum  than
would  otherwise  have been the case.  The current  expansion  is now over seven
years old, and while growth has been  persistent,  the expansion has been one of
the slowest on record.  We expect slower growth and no acceleration in inflation
as the  economy  moves  into the second and third  quarters.  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.
<PAGE>

We continue to be in a very volatile period. During the past six months, we have
seen the turmoil from last summe's Asian  economic  crisis cause the U.S. stock
market to decline sharply in October only to rebound quickly.  By the end of the
year,  The Standard & Poor's 500 Index had recovered to produce a 20% or greater
increase for the third  consecutive  year for the first time in its history.  By
January,  the index had reached an all-time  high  surpassing  the record set in
early October. For the six months ending March 31, 1998 the Dow Jones Industrial
Average  and the  Standard  & Poor's  500 Index had gains of 10.76%  and  16.31%
respectively.  We maintain a positive  long-term outlook on the stock market but
the financial  markets are not a one-way street.  The short-term may be volatile
at times in  response to news items and mood  swings of  investors.  The Unified
Funds are  designed  to  provide  you with  options  for  achieving  a  balanced
portfolio of funds to assist you in meeting your long-term financial goals.

In closing,  we want to thank you for the  opportunity 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>


                                                 
INVESTMENTS-THE STARWOOD STRATEGIC FUND
- ---------------------------------------
Statement of Net Assets March 31, 1998 (Unaudited)
 
 
                                                     
                                    Number     Market
                                   of Shares    Value
                                   ---------    -----

Common Stocks - 96.50%
Aerospace/Defense - 5.25%
     Allied Signal Inc.               800    $ 33,600
     United Technologies              200      18,462
 
Airlines - 1.18%
     Southwest Airlines Company       396      11,707

Conglomerates - 3.30 %
     Tyco International LTD           600      32,775
 
Components - 2.44%
     Intel Corporation                310      24,199

Computer System - 13.28 %
     Cisco Systems, Inc. *            562      38,427
     Electronic Data System         1,400      64,225
     Hewlett-Packard Company          460      29,152
 
Consumer/Specialty Retail - 18.89%
     CVS Corp. Common                 640      48,320
     G & K Services, Inc. CL A        600      26,325
     Procter & Gamble Company         500      42,188
     Sealed Air Corp. *               595      38,973
     Sears Roebuck & Company          550      31,591

Data Telecommunication - 1.12%
     Raytheon Company                 190      11,091
 
Drugs & Health Care - 11.85%
     Johnson & Johnson                172      12,610
     McKesson Corp.  New              740      42,735
     Merck & Company, Inc.            129      16,560
     Walgreen Company               1,300      45,744

Electronics - 8.99%
     Arrow Electronics  *           1,380      37,346
     Avnet, Inc.                      615      35,401
     Kent Electronics  *              780      16,429

    *Non-income producing.
 
 
 
                                    Number       Market                      
                                   of Shares     Value
                                   ---------     -----


Entertainment - 3.93 %
     Walt Disney Company              365    $ 38,964

Financial Services - 9.13%
     American International Group     235      29,595
     Travelers Group, Inc.            840      50,400
     Wells Fargo & Company             32      10,600

Food & Beverage - 1.24%
     McDonald's Corp.                 205      12,300

Insurance - 7.17%
     American Annuity Group         1,675      37,478
     Frontier Insurance Group       1,220      33,702
<PAGE>

Media - 5.19%
     Tribune Company New              730      51,465

Investment Co. - 3.54%
     T Rowe Price Associates          500      35,188

Total Investments
     (Identified cost $696,229)               957,552
                                              -------
 
Other Assets and Liabilities, Net - 3.50%      34,722
- -----------------------------------------      ------

Net Assets - 100%                           $ 992,274
                                            =========
<PAGE>

                                                     
INVESTMENTS-THE LAIDLAW FUND
- ----------------------------
Statement of Net Assets March 31, 1998 (Unaudited)

 
 

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

Common Stocks - 96.59%
- ----------------------
Banks - 14.18%
     Banc One Corp.                 3,025   $ 191,331
     Bank of New York               4,000     251,250
 
Chemicals -  5.98%
     Air Products & Chemicals Inc.  2,250     186,469

Computer Systems - 4.97%
     Hewlett-Packard Company        1,000      63,375
     Sun Microsystems *             2,200      91,781
 
Data Telecommunication - 4.10%
     Lucent Technology              1,000     127,875
 
Delivery Services - 4.56%
     Federal Express  *             2,000     142,250

Drugs & Health Care - 4.53%
     Merck & Company, Inc.          1,100     141,213
 
Electronics - 3.73%
     Hubbel Inc. "B"                2,310     116,366
 
Food & Beverage - 6.75%
     Bestfoods                        700      81,813
     CPC International*               175       6,278
     H. J. Heinz Company            2,100     122,588

Household Products - 5.49%
     Clorox Company                 2,000     171,375
 
Information Systems - 3.58%
     Knight-Ridder                  2,000     111,750

Insurance - 7.25%
     Allstate Corp.                 1,390     127,793
     Cigna Corp.                      480      98,400

      * Non-income producing.
 

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

Investment Companies - 4.21%
     A. G. Edwards Inc.             3,000   $ 131,250

Office Products - 7.54%
     Bemis Company Inc.             1,500      67,688
     Herman Miller Inc.             5,000     167,656

Oil & Natural Gas - 11.12%
     Amoco Corp.                    2,000     172,750
     Apache Corp.                   2,300      84,525
     Pacific Enterprise             2,200      89,787

Pharmaceutical - 3.46%
     Pharmacia  & Upjohn Company    2,465     107,844

Retail - 2.76%
     Sears Roebuck & Company        1,500      86,156

Steel - 2.38%
     Timken Company                 2,200      74,387

Total Common Stocks
     (Cost $1,293,148)                      3,013,950

Repurchase Agreements - 2.89%
     Star Bank ($90,000 GNMA II GTD 8057, 9/22/22)
          Purchase Date 3/31/98, Maturity Date 04/01/98,
          Amount Payable at Maturity $90,013

Total Repurchase Agreements
     (Cost $90,000)                           90,000
                                              ------

Total Investments             
     (Identified cost $1,383,147)           3,103,950
                                            ---------

Other Assets and Liabilities, Net - 0.52%    16,345                       
                                             ------              

Net Assets - 100%                         $ 3,120,295
                                          ===========

<PAGE>

INVESTMENTS-THE FIRST LEXINGTON BALANCED FUND                 
- ---------------------------------------------                 
Statement of Net Assets March 31, 1998 (Unaudited)

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

                                                                 Number        Market
                                                                of Shares      Value
                                                                ---------      -----
Mutual Funds - 89.56%
- ---------------------
     Vanguard Index Trust 500 Portfolio                           6,512      $ 665,642
     Vanguard Extended Market Portfolio                          31,978      1,085,667
     Vanguard GNMA Fund                                         110,595      1,152,398
     Vanguard International Growth                               60,389      1,117,188
     Vanguard Specialized Real Estate Index Fund                 67,881        949,658
     Vanguard Total Bond Market Index                           115,318      1,163,555

Total Mutual Funds
     (Cost $5,795,808)                                                       6,134,108
           ----------                                                        ---------

Repurchase Agreements - 9.87%
     Star Bank ($680,000 GNMA II GTD 8057, 9/22/22)
          Purchase Date 3/31/98, Maturity Date       04/01/98,
          Amount Payable at Maturity $676,094

Total Repurchase Agreements
     (Cost $676,000)                                                           676,000
                                                                               -------

Total Investments
        (Identified cost $6,471,808)                                         6,810,108
                                                                             ---------

Other Assets and Liabilities, Net - 0.57%                                       39,342   
                                                                                ------   

Net Assets - 100%                                                           $6,849,450
                                                                            ==========
</TABLE>

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

INVESTMENTS-THE TAXABLE MONEY MARKET FUND
- -----------------------------------------
Statement of Net Assets March 31, 1998 (Unaudited)
                                                                                    Par Value       Value (Note 2)
                                                                                    ---------       --------------
Commercial Paper - 29.10%
- -------------------------
     AT & T Corporation 5.58%,  04/30/1998                                         $2,000,000         $1,991,010
     Disney Walt Company 5.33%, 06/04/1998                                          2,000,000          1,980,972
     Ford Motor Credit Corporation 5.47%,  04/27/1998                               2,000,000          1,992,099
     General Electric Capital Corporation 5.41%, 04/03/1998                         1,000,000            998,901
     General Electric Capital Corporation 5.65%, 04/08/1998                         1,000,000            999,700
     General Motors Credit Corporation 5.42%, 05/29/1998                            2,000,000          1,982,535
     IBM Credit Corporation 5.34%, 06/08/1998                                       2,000,000          1,979,827
     Merrill Lynch 5.47%, 07/31/98                                                  2,000,000          1,963,229

Total Commercial Paper
(Cost $13,888,273)                                                                                    13,888,273
                                                                                                      ----------
</TABLE>
<TABLE>
<S>                                                                               <C>                    <C>    
U.S. Government Securities - 61.27%
- -----------------------------------
     Federal Home Loan Bank 5.54%,  04/06/1998                                      1,000,000            999,231
     Federal Home Loan Discount Note 5.31%,  04/20/1998                             1,000,000            997,198
     Federal Home Loan Mortgage 5.32%, 05/06/1998                                   2,000,000          1,989,656
     Federal National Mortgage Association 5.59%,  04/13/1998                       1,000,000            998,137
     Federal National Mortgage Association 5.41%,  04/27/1998                       2,000,000          1,992,242
     Federal National Mortgage Association 5.55%,  05/05/1998                       1,025,000          1,019,627
     Federal National Mortgage Association 5.40%,  05/11/1998                       2,000,000          1,988,000
     Federal National Mortgage Association 5.52%,  05/18/1998                       2,500,000          2,481,983
     Federal National Mortgage Association 5.52%,  05/19/1998                       2,500,000          2,481,600
     Federal National Mortgage Association 5.29%,  05/29/1998                       2,000,000          1,982,955
     Federal National Mortgage Association 5.42%,  06/03/1998                       4,000,000          3,962,060
     Federal National Mortgage Association 5.26%,  06/23/1998                       2,000,000          1,975,745
     Federal National Mortgage Association 5.26%,  06/24/1998                       1,500,000          1,481,590
     Federal National Mortgage Association 5.27%,  06/29/1998                       1,000,000            986,971
     Federal National Mortgage Association 5.26%,  07/24/1998                       1,000,000            983,343
     Federal National Mortgage Association 5.29%,  09/17/1998                       3,000,000          2,925,499

Total U.S. Government Securities
    (Cost $29,245,837)                                                                                29,245,837
                                                                                                      ----------
</TABLE>
<TABLE>
<S>     <C>                                                                                        <C>
 
Repurchase Agreements - 9.43%
- -----------------------------
     Star Bank ($4,495,000 GNMA II GTD 8057 09/22/22)
          Purchase Date 03/31/98, Maturity Date 04/01/98,
          Amount payable at Maturity $4,500,625

Total Repurchase Agreements
     (Cost $4,500,000)                                                                               4,500,000

Total Investments
     (Amortized cost $47,634,110)                                                                    47,634,110

Other Assets and Liabilities, Net - 0.20%
    97,826

     Net Assets - 100%                                                                             $ 47,731,936
                                                                                                   ============
</TABLE>
<PAGE>

STATEMENTS OF ASSETS AND LIABILITIES
- ------------------------------------
As of  March 31, 1998 (Unaudited)
<TABLE>
<S>                                                     <C>            <C>           <C>                  <C>    
                                                                                                   
                                                                                        First            Taxable
                                                      Starwood                        Lexington           Money
                                                     Strategic         Laidlaw         Balanced           Market
                                                        Fund            Fund            Fund               Fund 
                                                        ----            ----            ----               ---- 
 
ASSETS
 
     Investments, at value (Note 2) ........      $    957,552       $ 3,103,950      $ 6,810,108      $ 47,634,110
 
     Cash .................................                ---             1,440            2,131           311,131
     Dividend receivable ...................                          652  4,822           34,174               ---
        Interest receivable ................               ---                13               94               625
     Receivable for Investments sold........            24,439               ---              ---               ---
     Receivable from adviser   .............            10,455            10,698           12,356            73,903
     Receivable for shares sold.............               ---               ---              ---           215,861
                                                      --------            -------          ------           -------
 
     Total assets ..........................           993,098         3,120,923        6,858,863        48,235,630
                                                       -------         ---------        ---------        ----------

LIABILITIES

     Cash overdraft.........................               617               ---              ---               ---
     Dividends payable .....................               ---               ---              ---           167,131
     Payable for shares redeemed ..........                ---               ---            8,037           326,446
     Accrued expenses (Note 2)..............               207               628            1,376            10,117
                            -                              ---               ---            -----            ------
 
     Total liabilities......................               824              628             9,413           503,694
                                                           ---              ---             -----           -------
 
NET ASSETS .................................     $     992,274       $ 3,120,295      $ 6,849,450      $ 47,731,936
                                                 =============       ===========      ===========      ============

Net assets consist of:
     Paid-in capital .......................           740,139         1,354,124        6,511,147        47,731,936
     Undistributed net realized gain (loss)
     on investments ........................            (9,188)           45,368                3               ---
     Net unrealized appreciation in
       value of investments ................           261,323         1,720,803          338,300               ---

Net assets .................................    $      992,274       $ 3,120,295      $ 6,849,450      $ 47,731,936
                                                ==============       ===========      ===========      ============

Shares of capital stock
     outstanding (no par value,
     unlimited shares authorized)...........            98,319         1,426,148          606,252        47,731,936

Net asset value per share, offering
     and redemption price ..................           $ 10.09           $ 2.19           $ 11.30           $ 1.00


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

</TABLE>
<PAGE>

STATEMENTS OF OPERATIONS
- ------------------------
For the period ended  March 31, 1998  (Unaudited)
 
<TABLE>
<S>                                                   <C>                 <C>            <C>             <C>    
                                                                                                                            
                                                                                            First         Taxable         
                                                       Starwood                           Lexington        Money
                                                       Strategic           Laidlaw         Balanced        Market
                                                         Fund               Fund             Fund          Fund
                                                         ----               ----             ----          ----
INVESTMENT INCOME

Income:
     Interest ..............................        $    1,071        $      677     $     15,362      $ 1,348,309
     Dividends .............................             4,171            23,384          213,398              ---
          Total net income .................             5,242            24,061          228,760        1,348,309

EXPENSES:
 
     Investment adviser fees (Note 3) ......             4,810            12,957           17,473          154,612
     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 ...........             1,136             2,795            2,583           22,742
     12b-1 fees (Note 3) ...................               769                              2,473              277
     12B-1 fees (Note 3)....................               536             1,409            2,967           24,669
     Auditing fees .........................              ---               ---               628            1,275
     Legal fees ............................               798             2,068            4,843           37,355
     Trustee's fees ........................               231             1,104            2,533           19,534
     Custodian fees ........................               508                              2,003              178
     Custodian fees.........................               238               585              763            9,546
     Registration and filing fees ..........             4,778             4,707            2,506           25,622
     Postage ...............................               345               739            1,741           11,910
     Servicing fees ........................             1,158                              3,716              415
     Servicing..............................               804             2,114            4,451           37,003
     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.....................            19,487            34,934           45,661          367,410
                                                        ------            ------           ------          -------
 
Less: Expense reimbursement
     from adviser (Note 3) .................            11,488            13,840           16,486          110,301
                                                        ------            ------           ------          -------

NET INVESTMENT INCOME (LOSS) ...............           (2,757)             2,967          199,585        1,091,200
                                                        ------             -----          -------        ---------

REALIZED AND UNREALIZED GAIN (LOSS)
     ON INVESTMENTS
 
     Net realized gain (loss) on investments            2,530             45,368               3              ---
     Change in net unrealized
          appreciation of investments ......           75,016            287,528         194,756              ---
                                                       ------            -------         -------           ------     
     Net gain (loss) on investments ........           77,546            332,896         194,759              ---
                                                       ------            -------         -------           ------      

INCREASE (DECREASE) IN NET ASSETS
     RESULTING FROM OPERATIONS .............     $     74,789         $  335,863     $   394,344       $ 1,091,200
                                                 ============         ==========     ===========       ===========
 

                   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
                                                           -----------------------               ------------
 
                                                           Six Months        Year           Six Months       Year                  
                                                            Ended           Ended             Ended          Ended
                                                            Mar 31,        Sept 30,          Mar 31,        Sept 30,      
                                                             1998            1997             1998           1997
                                                             ----            ----             ----           ----
                                                          (Unauditied)                      (Unaudited)
INCREASE  (DECREASE) IN NET ASSETS
Operations:
     Net investment income (loss) ...................$      (2,757)    $   (9,701)        $    2,967       $     335
     Net realized gain (loss) on investments ........        2,530         16,241             45,368         453,387
     Change in net unrealized appreciation of investments   75,016        166,805            287,528       1,433,275
                                                            ------        -------            -------       ---------
Net Increase (Decrease) in net assets resulting 
    from operations                                         74,789        173,345            335,863       1,886,997

Dividends and distributions to shareholders from:
Net realized gains   ................................          ---        (16,240)              (15)        (453,372)
Net investment Income ...................                      ---            ---               ---             (325)
                                                            ------        --------           -------        ---------
     TOTAL INCREASE (DECREASE) ......................       74,789         157,105           335,848       1,433,300

Capital share transactions:
     Proceeds from shares sold ......................       62,825         656,554            60,820         230,238
     Value of shares issued to shareholders in
          reinvestment of dividends and distributions          ---          16,240               19          379,474
                                                            -------         ------             ------        -------
                                                            62,825         672,794             60,839        609,712
 

   Cost of shares redeemed ..........................     (282,326)       (176,371)          (196,734)    (2,435,409)
      Net increase in net assets resulting from
          capital share transactions ................     (219,501)        496,423           (135,895)    (1,825,697)
 
      TOTAL INCREASE (DECREASE) IN NET ASSETS........     (144,712)        653,528            199,953       (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).... $     992,274   $   1,136,986        $ 3,120,295    $ 2,920,342
                                                     =============   =============        ===========    ===========

   Shares of capital stock of the Fund sold and redeemed:
     Shares sold ....................................        6,753          78,146             32,010        119,583
Shares issued to shareholders in reinvestment
      Shares issued to shareholders in reinvestment
     dividends and distributions ....................         ---            1,746                 2         194,104
                                                             ------          -----            -------        -------
                                                             6,753          79,892             32,012        313,687
Shares redeemed                                                               (696)           (17,534)       (16,956)
     Shares redeemed.................................      (30,654)        (20,510)           (99,401)      (730,418)
                                                           -------         -------            -------       -------- 

NET INCREASE (DECREASE) IN NUMBER OF
     SHARES OUTSTANDING .............................      (23,901)         59,382            (67,389)     ( 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
 
                                                          Six Months          Year        Six Months        Year
                                                            Ended            Ended          Ended           Ended
                                                            Mar 31,         Sept 30,        Mar 31,        Sept 30,      
                                                             1998             1997           1998            1997
                                                             ----             ----           ----            ----
                                                         (Unaudited)                      (Unaudited)
INCREASE (DECREASE) IN NET ASSETS
Operations:
     Net investment income (loss) ...................$       199,585    $     8,756    $   1,091,200    $   2,075,516
     Net realized gain (loss) on investments ........              3          4,095              ---              ---
     Change in net unrealized appreciation of investment     194,756        143,544              ---              ---
                                                             -------        -------         --------         --------     
Net Increase(Decrease) in net assets resulting 
from operations                                              394,344        156,395        1,091,200        2,075,516

Dividends and distributions to shareholders from
     Net realized gains..............................           ---          (4,092)             ---              ---
     Net investment income ..........................      (200,310)         (7,412)      (1,091,200)      (2,075,516)
                                                           --------          ------       ----------       ---------- 
TOTAL INCREASE (DECREASE)............................       194,034          144,891             ---              ---

Capital share transactions:
     Proceeds from shares sold ......................     3,708,609        3,006,501      82,509,259      146,134,876
     Value of shares issued to shareholders in
          reinvestment of dividends and distributions       200,225           11,504         922,288        2,224,498
                                                            -------           ------         -------        ---------
                                                          3,908,834        3,018,005      83,431,547      148,359,374

 Cost of shares redeemed ............................      (317,929)        (107,373)    (86,319,321)    (148,284,175)
                                                           --------         --------     -----------     ------------ 
Net increase in net assets resulting from
     Net increase in net assets resulting from
          capital share transactions ................     3,590,905         2,910,632     (2,887,774)          75,199
                                                          ---------         ---------     ----------           ------
 TOTAL INCREASE (DECREASE) IN NET ASSETS ............     3,784,939         3,055,523     (2,887,774)          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) ... $   6,849,450    $    3,064,511    $ 47,731,936    $ 50,619,710
                                                      =============    ==============    ============    ============
 
Shares of capital stock of the Fund sold and redeemed:
     Shares sold ....................................      338,634           301,698       82,509,259     146,134,876
     Shares issued to shareholders in reinvestment
          dividends and distributions ...............       18,368             1,045          922,288       2,224,498
                                                           357,002           302,743       83,431,547     148,359,374
                                                           -------           -------       ----------     -----------
     Shares redeemed ................................     (29,078)           (32,342)     (86,319,321)   (148,284,175)
                                                          -------            -------      -----------    ------------ 

   NET INCREASE (DECREASE)IN NUMBER OF
     SHARES OUTSTANDING .............................      327,924           270,401     ( 2,887,774)        75,199
                                                           =======           =======     = =========         ======


                   The accompanying notes are an integral part of these financial statements.
</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>    
 
 
                                    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 ....       (0.02)        (0.26)       (3.23)        0.00

Net realized and unrealized
      gain (loss) on investments       0.81         2.00          0.92         0.00
                                       ----         ----          ----         ----
Total from investment income ..        0.79         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  $ 10.09        $ 9.30       $7.69        $10.00
                                    =======        ======       =====        ======

TOTAL ANNUALIZED
     RETURN (%) (e)............       17.76         20.94       (3.97)(d)     (c)

RATIOS/SUPPLEMENTAL DATA:
     Net assets, end of period      992,274     1,136,986      483,458        2,705
 
     Ratio of expenses to
          average net assets ..       3.41%         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
        ncome to average net assets  (2.43)%      (2.97)%      14.42)%         0.00%
     Ratio of net investment
          income (after reimbursement)
          to average net assets       (0.52)%     (1.25)%     (13.68)%         0.00%
 
     Portfolio turnover........        9.38%       76.09%      169.83%         0.00%
 
     Average commission rate paid.. $ 0.0600     $ 0.0603     $ 0.0600       $  ---



(a)  For the Six Months-Ended March 31, 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).
</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>    

                                     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 ....        0.34       (12.54)     (177.40)         0.00
Net realized and unrealized
      gain (loss) on investments       0.29          .99         0.00          0.00
                                       ----          ---         ----          ----
Total from investment income ..        0.63       (11.55)     (177.40)         0.00
Less distributions:
     Dividends from realized gains     0.00        (0.01)        0.00          0.00
     Dividends from net
     investment income ........       (0.34)       (0.03)        0.00          0.00
                                      -----        -----         ----          ----
Total from distributions ......       (0.34)       (0.04)        0.00          0.00
                                      -----        -----         ----          ----

Net asset value at end of period    $ 11.30       $11.01    $   22.60       $200.00
                                    =======       ======    =========       =======

TOTAL ANNUALIZED
     RETURN (%) (e)............      12.17         18.54(d)      (c)          (c)

RATIOS/SUPPLEMENTAL DATA:
     Net assets, end of period   6,849,450     3,064,511       8,988          100
 
     Ratio of expenses to
          average net assets ..      1.53%         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            6.15%         0.30%    (181.58)%        0.00%
     Ratio of net investment
          income (after 
       reimbursement) to
          average net assets....     6.71%         1.01%     (180.86)%       0.00%
 
     Portfolio turnover........      0.00%         6.60%         0.00%       0.00%
 
     Average commission rate paid.$ 0.0000      $ 0.0000      $ 0.0000      $  ---


(a)  For the Six Months-Ended March 31, 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.
 
                                                                  Laidlaw
                                     Laidlaw      Laidlaw        Covenant
                                      Fund         Fund            Fund
                                      ----         ----            ----
                                     1998(a)        1997(b)(e)     1996(e)(c)
PER SHARE OPERATING
     PERFORMANCE:
Net asset value, beginning ....      $ 1.96       $ 1.77          $1.78
     Income from investment
     Operations:
     Net investment income ....        0.00         0.00           0.00
     Net realized and unrealized
          gain (loss) on investments   0.23         0.68           0.08
                                       ----         ----           ----
Total from investment  income .        0.23         0.68           0.08
Less distributions:
     Dividends from net
          investment income ...        0.00         0.00         0.00
     Net realized gains........        0.00        (0.49)       (0.09)
                                       ----        -----        ----- 
Total from distributions ......        0.00        (0.49)       (0.09)

Net asset value at end of period     $ 2.19        $1.96        $1.77
                                     ======        =====        =====
 

TOTAL ANNUALIZED
     RETURN (%) (d)............       24.92        40.40         6.19

RATIOS/SUPPLEMENTAL DATA:
     Net assets, end of period    3,120,295    2,920,342    3,313,000

     Ratio of expenses to
          average net assets ..       2.44%        3.25%        4.81%
Ratio of expenses (after
          reimbursement)  to
          average net assets ..       1.50%        1.89%        2.44%
     Ratio of net investment
          Income to average net 
                         assets     (0.76)%      (1.35)%      (2.09)%
     Ratio of net investment
          income (after
          reimbursement)
          to average net assets       0.21%        0.01%      (0.28)%

     Portfolio turnover .......       0.00%       58.44%        5.92%

     Average commission rate paid  $ 0.0600      $0.0618      $0.0100

(a) For  the Six Months-Ended March 31, 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>
 
                                     Laidlaw      Laidlaw      Laidlaw      Laidlaw
                                     Covenant     Covenant     Covenant     Covenant
                                      Fund         Fund         Fund         Fund
                                      ----         ----         ----         ----
                                      1995(c)     1994(c)      1993(c)     1992(a)(c)
PER SHARE OPERATING
     PERFORMANCE:
Net asset value, beginning ....       $1.54        $1.54        $1.49         $1.42
Income from investment
     Operations:
     Net investment income ....        0.00         0.00         0.00          0.01
     Net realized and unrealized
          gain (loss) on investments   0.45         0.04         0.06         0.12
Total from investment  income .        0.45         0.04         0.06          0.13
Less distributions:
     Dividends from net
          investment income ...        0.00         0.00         0.00         (0.01)
     Net realized gains........       (0.21)       (0.04)       (0.01)        (0.05)
                                      -----        -----        -----         ----- 
Total from distributions ......       (0.21)       (0.04)       (0.01)        (0.06)
                                      -----        -----        -----         ----- 

Net asset value at end of period      $1.78        $1.54        $1.54         $1.49
                                      =====        =====        =====         =====

TOTAL ANNUALIZED
     RETURN (%) (b)............       29.59         2.86         4.06         11.20

RATIOS/SUPPLEMENTAL DATA:
     Net assets, end of period     4,497,000     4,381,000    4,996,000     4,284,000

     Ratio of expenses to
          average net assets ..        4.57%         5.20%        5.80%         7.09%
     Ratio of expenses (after
          reimbursement)  to
          average net assets ..        2.50%         2.50%        2.50%         2.50%
     Ratio of net investment
          Income to average net 
                         assets      (2.10)%       (2.57)%      (3.16)%        (3.90)%
     Ratio of net investment
          income (after 
          reimbursement)
          to average net assets        0.02%         0.11%        0.16%          0.69%

     Portfolio turnover .......       61.00%        73.00%      107.00%        128.00%

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

(a)  For the Period March 3, 1992 (commencement of operations) to December 31, 1992.
(b)  Total return would have been lower had certain expenses not been reduced during the periods shown (see Note 3).
(c)  Per share data adjusted for share conversion 8.41 to 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>    

                                     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 ....        0.02         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 .        0.02         0.03         0.04         0.002
 Less Distribution :
     Dividends from net
          investment income ...       (0.02)       (0.03)       (0.04)       (0.002)
                                      -----        -----        -----        ------ 
Total from distributions ......        0.00        (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   47,731,936   50,619,710   50,544,511     1,230,385

     Ratio of expenses to
          average net assets ..       1.47%        1.44%        1.25%        12.82%
     Ratio of expenses (after
          reimbursement)  to
          average net assets ..       1.05%        1.12%        1.16%         0.47%
     Ratio of net investment
          Income to average net 
                    assets            3.92%        3.86%         4.12%      (11.94%)
     Ratio of net investment
          income (after reimbursement)
          to average net assets       4.36%        4.19%         4.21%        0.65%

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

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

(a) For the Six Months-Ended March 31, 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 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
March  31,1998  were the same as  identified  cost.  As of  March  31,  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>

                                                                Net Appreciation
      Fund                   Appreciation        Depreciation    (Depreciation)
      ----                   ------------        ------------    --------------
Starwood Strategic           $  278,429          $  (17,107)       $    261,323
First Lexington Balanced        338,300                ---              338,300
Laidlaw Fund                  1,720,803                ---            1,720,803
 
         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  shareholders (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 organization
and  registration  fees in each Fund. The Adviser also pays all of the operating
expenses of the Unified Funds except  servicing  fees,  brokerage  fees,  taxes,
interest, 12b-1 fees and extraordinary expenses.
 
         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  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 the 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.
<PAGE>

         H) Investments

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

Note 3 - Agreements and Other Transactions with Affiliates

The Trust  has  entered  into an  Investment  Advisory  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")  and a
Distribution Agreement with Unified Management Corporation (the "Distributor").

As Investment  Adviser,  the Adviser supervises and assists in the management of
the Trust, pursuant to the terms of the Investment Advisory Agreement.

The Adviser provides  investment advisory services 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%                Laidlaw                     1.25%
Taxable Money Market          .90%          First Lexington Balanced           .75%
</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.

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:


Name of Fund                       Fee (Percentage of Assets of the Fund)
- ------------                       --------------------------------------
The Starwood Strategic Fund        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





Name of Fund                       Fee (Percentage of Assets of the Fund)
- ------------                       --------------------------------------

The Laidlaw Fund                   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

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

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 all Funds
except The First Lexington  Balanced Fund and The Taxable Money Market Fund, for
which the fee is equal to 0.185% of the Funds average net assets. These fees are
paid by the Adviser.
<PAGE>

Under a  Distribution  Plan adopted  with respect to each Fund  pursuant to Rule
12b-1 under the Investment  Company Act of 1940, the Trust pays the  Distributor
an annual fee, payable monthly, of up to 0.10 % of the respective Fund's average
daily net assets

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 Funds  average net assets owned
beneficially by the institution's clients.

The Trust has adopted a  Distribution  Plan (the "Plan")  pursuant to Rule 12b-1
under the Investment Company Acts of 1940.

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 six months  ending March 31,  1998,  purchases  and sales of  investment
securities, excluding short-term investments were as follows:

                                   Purchases             Sales
                                   ---------             -----
The Starwood Strategic Fund       $  93,165         $  234,829
The Laidlaw Fund                        ---            128,313
The First Lexington Balanced Fund  3,197,075               ---





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