UNIFIED FUNDS /IN
N-30D, 1999-06-01
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 A MESSAGE FROM THE UNIFIED FUNDS

Dear Shareholders,

Thank you for investing in The Unified Funds!

Since the early 1990s,  the mutual fund  industry has grown in excess of 26% per
year and total mutual fund assets now exceed $5.5 trillion. Despite the strength
in long-term  mutual fund cash flows,  the principal  reason for this growth has
been market  appreciation.  Since the end of 1994, over 60% of long-term  mutual
fund asset  growth has been due to market  appreciation.  It is,  therefore,  no
surprise that the fastest  growing  long-term  mutual fund asset class has been,
and is  currently,  equities.  Since the end of 1994,  equities have grown at an
average  annual rate of 36%,  while  long-term  bonds have grown at only 15% per
year.  While the industry  overall has grown at such an explosive  rate,  growth
within  individual  fund  complexes  is  becoming  increasingly   difficult  due
predominantly to the loss of market share to the index funds,  and, to the power
of distributors.

The index fund phenomenon has become  something of a  self-fulfilling  prophecy.
The equity  index  funds  have  tended to  outperform  their  brethren  and this
outperformance  tends to attract more  investors,  thereby  pushing up the stock
prices in the index, and so on. Index funds have increased their share of assets
to 6.6% at the end of 1998 compared to only 2% in 1993. More importantly,  index
funds now command a  startlingly  high 19% of all net new cash flow  compared to
only 3% in 1993.

The indexes have also  outperformed  80% of actively  managed  funds for most of
this  decade.  As a  result,  index  mutual  funds  have been  consistently  and
continually  gaining market share in our industry.  Within the index phenomenon,
the S&P Index Funds command the largest market share.  S&P Index funds represent
70% of the total indexed assets and 62.7% of total indexed flows.  Another trend
of note is that Internet  brokers seem to be attracting  retail  customers  away
from investing in mutual funds and into individual stocks,  especially  Internet
stocks.  While three months is not necessarily a trend,  the migration of retail
customers to the Internet could be the principal reason why cash flows into long
term mutual funds  declined by over 50% in the first quarter of 1999 compared to
the same period a year ago.

Partially due to these trends,  we have  introduced  for you the Unified  Select
Series,  consisting of six 35 basis point select index funds, a yield-oriented
money  market fund,  and an Internet  Fund,  and we are most  excited  about the
potential of this series.

The Unified Select 30 Index Fund seeks to track the performance of the Dow Jones
Industrial  Average,  which is made up of stocks of 30  companies.  The  Unified
Select 500 Index Fund seeks to track the  performance  of the  Standard & Poor's
500 Composite Stock Index,  which  emphasizes  stocks of larger  companies.  The
Unified  Select  2000 Index Fund seeks to track the  performance  of the Russell
2000  Index,  which is made up of  stocks of small,  generally  unseasoned  U.S.
companies. The Unified Select International Equity Index Fund seeks to track the
performance  of the  securities  in the  Morgan  Stanley  Capital  International
Europe,  Australia and Far East Index.  The Unified Select REIT Index Fund seeks
to track the  performance of the Morgan Stanley REIT Index,  which is made up of
stocks issued by real estate  investment  trusts  (known as REITs).  The Unified
Select  Bond Index Fund seeks to track the  performance  of the Lehman  Brothers
Aggregate  Bond Index,  a broad  market-weighted  index which  encompasses  U.S.
Treasury and agency securities,  investment grade corporate bonds, international
(dollar-denominated) investment grade bonds, and mortgage-backed securities.

In addition to our six index funds,  we have created the Unified Select Internet
Fund.  It seeks long term  capital  appreciation  by  investing  principally  in
equities of Internet  companies.  With an expense ratio of 0.35%, it is believed
to have the lowest expense ratio of any Internet fund in the industry.

The Unified Funds and The Unified  Select Series are  particularly  proud of our
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.
<PAGE>

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 community, its schools,  colleges,  universities and other not-for-profit
organizations.

We maintain a positive long-term outlook on the stock market,  but, keep in mind
that financial  markets are not one-way streets.  The short-term may be volatile
at times in  response to news items and mood  swings of  investors.  The Unified
Funds along with the Unified  Select  Series  Funds are  designed to provide you
with options for achieving a balanced portfolio of funds and an asset allocation
opportunity to assist you in meeting your long-term financial goals.

Our Unified fund family is well positioned for the future in the marketplace. We
have extremely attractive and inexpensive index choices, and we will continue to
provide you with innovative  indexes that reach into special market sectors.  We
also have an Internet Fund that is currently  believed to be the least expensive
in the  industry.  It offers the the investor a non-index  sector choice that is
invested in a popular sector.  We also have provided you with a balanced,  asset
allocation product in the index-featured First Lexington Balanced fund-of-funds,
and two money  market fund  choices,  one for service and one for yield.  We are
very excited about the recent  performance of our more  traditional  stock fund,
the Starwood Strategic Fund, which is enjoying an excellent year.

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, 1999 (Unaudited)

                                    Number     Market
                                   of Shares    Value
                                   ---------  ---------
Common Stocks - 97.35%
- ----------------------
Apparel - 2.66%
     Cintas Corp.                     550    $ 35,956

Banks - 3.08%
     Citigroup Inc.                   650      41,519

Computer Systems - 14.97%
     Dell Computer Corp.*           1,000      40,875
     Gateway Inc. *                   850      58,278
     International Business Machines  200      35,450
     Yahoo Inc. *                     400      67,350

Data Telecommunication - 13.00%
     America Online, Inc. *           800     116,800
     Tellabs, Inc. *                  600      58,650

Drugs & Health Care - 18.98%
     Eli Lilly & Company              400      33,950
     Genentech Inc. *                 600      53,175
     Johnson & Johnson                525      49,186
     McKesson HBOC Inc.               350      23,100
     Medtronic Inc.                   450      32,288
     Merck & Company, Inc.            600      48,112
     Rite Aid Corp.                   650      16,250

Entertainment - 2.31%
     The Walt Disney Company        1,000      31,125

Investment Companies - 4.00%
     Bear Sterns Cos.               1,208      53,960

                                      Number       Market
                                     of Shares     Value
                                     ---------    --------
Media - 4.53%
     Gannett Company, Inc.             350       $ 22,050
     Time Warner Holdings              550         39,084

Other Consumer Goods - 5.25%
     Intervu Inc. *                  1,000         44,375
     Warner-Lambert Company            400         26,475

Retail - 7.06%
     Best Buy Company, Inc.          1,300         67,600
     G.K. Services, Inc. "A"           600         27,713

Software Products - 6.40%
     BMC Software *                  1,000         37,063
     Microsoft Corp.*                  550         49,294

Telecommunications - 15.11%
     AT&T Corporation                  675         53,873
     Bell Atlantic Corp.               900         46,519
     Nokia Corp. *                     350         54,513
     Sprint Corporation                500         49,062

Total Common Stocks                           $ 1,313,645
                                              -----------
     (cost $ 927,338)


Total Investments - 97.35%
  (Identified cost $927,338)                   $1,313,645

Other Assets and Liabilities, Net - 2.65%          35,735
- -----------------------------------------          ------

Net Assets - 100%                             $ 1,349,380
                                              ===========

*Non-income producing securities.

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

INVESTMENTS-THE  FIRST LEXINGTON BALANCED FUND
- ---------------  -----------------------------
Statement of Net Assets March 31,1999 (Unaudited)


                                                                Number         Market
                                                                of Shares      Value
                                                                ---------      -----
Mutual Funds - 85.95%
- ---------------------
     Vanguard Index Trust 500 Portfolio                           6,978     $ 829,640
     Vanguard Extended Market Portfolio                          27,585       793,346
     Vanguard International Growth                               30,253       561,803
     Vanguard Specialized Real Estate Index Fund                103,317     1,081,728
     Vanguard Total Bond Market Index                           164,094     1,650,792

Total Mutual Funds
     (Cost $5,091,127)                                                      4,917,309
                                                                            ---------

Repurchase Agreements - 13.77%
- ------------------------------
     Star Bank ($ US Treasury Notes, 04/30/00)
          Purchase Date 03/31/99, Maturity Date 04/01/99,
          Amount Payable at Maturity $788,077

Total Repurchase Agreements
     (Cost $788,000)                                                       $  788,000
                                                                            ---------

Total Investments - 99.72%
- --------------------------
        (Identified cost $5,879,127)                                       $5,705,309

Other Assets and Liabilities, Net - .28%                                       15,779
- ----------------------------------------                                  ------------

Net Assets - 100%                                                          $5,721,088
                                                                           ==========
</TABLE>

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

INVESTMENTS-THE TAXABLE MONEY MARKET FUND
- -----------------------------------------
 Statement of Net Assets March 31, 1999 (Unaudited)

                                                                        Par Value     Value (Note 2)
Commercial Paper - 43.26%
Met-Life Funding Inc. 4.83%, 04/21/1999                                 1,000,000     $    997,317
GTE Corporation 4.88%, 04/27/1999                                       2,000,000        1,992,951
Ford Motor Credit Corporation 4.76%, 05/03/1999                         2,000,000        1,991,538
IBM Credit Corporation 4.72%, 05/10/1999                                2,000,000        1,989,773
Bell South Telecommunication 4.80%, 05/13/1999                          1,000,000          994,400
Lucent Technology 4.80%, 05/20/1999                                     2,000,000        1,986,933
Johnson & Johnson 4.77%, 05/25/1999                                     1,000,000          992,845
Johnson & Johnson 4.77%, 05/26/1999                                     1,000,000          992,713
American Home Products 4.79%, 06/02/1999                                2,000,000        1,983,501
Coca Cola Company 4.08%, 06/23/1999                                     2,000,000        1,977,867
Disney Walt Company 4.68%, 06/24/1999                                   1,000,000          989,080
American Express 4.67%, 07/15/1999                                      2,000,000        1,972,758
Merrill Lynch 4.70%, 07/26/1999                                         2,000,000        1,969,711
Disney Walt Company 4.66%, 08/09/1999                                   1,000,000          983,172
General Electric Capital Corporation 4.83%, 08/23/1999                  2,000,000        1,961,360

Total Commercial Paper
(Cost $23,768,078)                                                                     $23,775,918
                                                                                       -----------

U.S. Government Securities - 50.26%
- -----------------------------------
Federal Farm Credit Bank 4.69%, 05/06/1999                              1,000,000    $     995,440
Federal Home Loan Mortgage 4.75%, 04/14/1999                            2,000,000        1,996,569
Federal National Mortgage Association 4.81%,  04/01/1999                3,000,000        3,000,000
Federal National Mortgage Association 4.65%,  05/17/1999                2,000,000        1,988,117
Federal National Mortgage Association 4.76%,  05/26/1999                3,000,000        2,978,184
Federal National Mortgage Association 4.68%,  06/08/1999                1,000,000          991,160
Federal National Mortgage Association 4.62%,  07/07/1999                1,000,000          987,552
Federal National Mortgage Association 4.64%,  07/14/1999                2,000,000        1,973,191
Federal National Mortgage Association 4.76%,  08/04/1999                2,000,000        1,966,944
Federal National Mortgage Association 4.61%,  08/10/1999                1,000,000          983,225
Federal National Mortgage Association 4.68%,  08/23/1999                2,000,000        1,962,560
Federal National Mortgage Association 4.74%,  09/15/1999                2,000,000        1,956,023
Federal National Mortgage Association 4.74%,  09/16/1999                2,000,000        1,955,760
Federal National Mortgage Association 4.71%,  09/21/1999                2,000,000        1,954,732
Federal National Mortgage Association 4.66%,  12/13/1999                2,000,000        1,933,725
Total U.S. Government Securities
   (Cost $27,614,505)                                                                  $27,623,182
                                                                                        ----------

Repurchase Agreements - 6.83%
     Star Bank ($3,825,727 US Treasury 04/30/00) Purchase Date
     03/31/99, Maturity Date 04/01/99, Amount Payable at Maturity $3,750,365
Total Repurchase Agreements
     (Cost $3,750,000)                                                                $  3,750,000
                                                                                       -----------
Total Investments - 100.35%
     (Amortized cost $55,132,583)                                                      $55,149,100
Other Assets and Liabilities, Net - (.35) %                                               (176,567)
- -------------------------------------------                                            ------------
     Net Assets - 100%                                                                 $54,972,533
                                                                                       ===========


</TABLE>
<PAGE>

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

STATEMENTS OF ASSETS AND LIABILITIES
- ------------------------------------
As of  March 31, 1999 (Unaudited)

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

ASSETS

     Investments, at value (Note 2) ........      $ 1,313,645    $ 5,705,309    $ 55,149,100
     Cash .................................            17,775            809          33,748
     Dividend receivable ...................              ---         14,663             ---
        Interest receivable ................              895             77             365
     Other receivable.......................              ---            ---          13,729
     Receivable for shares sold.............           18,692          6,106             ---
                                                   -----------   -----------      ----------

     Total assets ..........................        1,351,007      5,726,964      55,196,942

LIABILITIES

     Payable for shares redeemed............              ---            891         169,408
     Accrued expenses (Note 2)..............            1,627          4,985          55,001
                                                   -----------     ----------     ----------

     Total liabilities......................            1,627          5,876         224,409
                                                   -----------     ----------     ----------

NET ASSETS .................................       $ 1,349,380   $ 5,721,088    $ 54,972,533
                                                     =========     =========      ==========

Net assets consist of:
     Paid-in capital .......................         1,063,566     5,567,782      54,972,533
     Undistributed net realized gain
          on investments ...................          (100,493)      327,124             ---
     Net unrealized appreciation (depreciation) in
          value of investment...............           386,307      (173,818)            ---
                                                     ----------    -----------   ------------

Net assets .................................       $ 1,349,380   $ 5,721,088     $ 54,972,533
                                                     =========     =========       ==========

Shares of capital stock
     outstanding (no par value,
     unlimited shares authorized)...........           127,320       514,497       54,972,533

Net asset value per share, offering
     and redemption price ..................           $ 10.60       $ 11.12           $ 1.00

   The accompanying notes are an integral part ofthese financial statements.

</TABLE>
<PAGE>

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



STATEMENTS OF OPERATIONS
- ------------------------
For the six-months ended  March 31, 1999  (Unaudited)
                                                                          First         Taxable
                                                       Starwood         Lexington        Money
                                                        Strategic       Balanced        Market
                                                         Fund             Fund           Fund
                                                         ----             ----           ----


INVESTMENT INCOME:
     Interest ..............................        $    1,402       $     8,186    $ 1,498,175
     Dividends .............................             4,722           122,026            ---
                                                     ---------       -----------    -----------
          Total net income .................             6,124           130,212      1,498,175
                                                     ---------       -----------      ---------

EXPENSES:
     Investment adviser fees (Note 3) ......             7,364            24,360        266,173
     12B-1 fees (Note 3)....................               557             3,248         29,575
     Shareholder servicing fees (Note 2) ...               880             4,844         44,362
                                                    ----------       -----------     ----------
         Total net expenses ................             8,801            32,452        340,110
                                                     ---------        ----------     ----------
NET INVESTMENT INCOME (LOSS) ...............            (2,677)           97,760      1,158,065
                                                     ----------       ----------      ---------

REALIZED AND UNREALIZED GAIN (LOSS)
     ON INVESTMENTS

     Net realized gain (loss) on investments           (45,891)          177,771            ---
     Net realized gains from other
          Investment companies..............               ---           142,803            ---
     Change in net unrealized
          appreciation of investments ......           398,368           148,761            ---
                                                     ---------         ---------      ----------
     Net gain (loss) on investments ........           352,477           469,335            ---
                                                     ---------         ---------      ----------

INCREASE (DECREASE) IN NET ASSETS
     RESULTING FROM OPERATIONS .............     $     349,800       $   567,095     $ 1,158,065
                                                     =========         =========       =========



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


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

STATEMENTS OF CHANGES IN NET ASSETS
- -----------------------------------
(Unaudited)
                                                                   Starwood Strategic Fund

                                                                 Six Months            Year
                                                                   Ended              Ended
                                                                  March 31,          Sept 30,
                                                                    1999               1998
                                                                    ----               ----
INCREASE (DECREASE) IN NET ASSETS
Operations:
     Net investment income (loss) ...................       $      (2,677)       $    (3,226)
     Net realized gain (loss) on investments ........             (45,891)           195,443
     Change in net unrealized appreciation of investments         398,368           (198,366)
                                                                  --------          ---------
Net Increase (Decrease) in net assets resulting from operations   349,800             (6,149)

Dividends and distributions to shareholders from:
Net realized gains   ................................            (195,436)              ---
Net investment Income ...............................                ---                ---
                                                                 ---------          ---------
TOTAL INCREASE (DECREASE) ...........................             154,364             (6,149)

Capital share transactions:
     Proceeds from shares sold ......................             410,521            173,696
     Value of shares issued to shareholders in
          reinvestment of dividends and distributions             193,107               ---
                                                                 ---------         ----------
                                                                  603,628            173,696


   Cost of shares redeemed ..........................            (411,676)          (301,469)
                                                                 ----------        ----------
     Net increase in net assets resulting from
          capital share transactions ................             191,952           (127,773)
                                                                 ----------        ----------
      TOTAL INCREASE (DECREASE) IN NET ASSETS........             346,316           (133,922)

NET ASSETS:
     Beginning of period ............................           1,003,064          1,136,986
                                                               ------------       ----------
End of period (including undistributed
     End of period (including undistributed
          net investment income/net investment loss)       $    1,349,380       $  1,003,064
                                                               ===========        ==========
   Shares of capital stock of the Fund sold and redeemed:
     Shares sold ....................................              41,562             17,636
Shares issued to shareholders in reinvestment
      Shares issued to shareholders in reinvestment
     dividends and distributions ....................              20,922               ---
                                                               -----------        -----------
                                                                   62,484             17,636
Shares redeemed
     Shares redeemed.................................             (42,539)          (32,480)
                                                              -------------        ----------

NET INCREASE (DECREASE) IN NUMBER OF
     SHARES OUTSTANDING .............................              19,945           (14,844)
                                                                ===========        ==========

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


STATEMENTS OF CHANGES IN NET ASSETS
- -----------------------------------
 (Unaudited)
<TABLE>
<S>                                                    <C>               <C>              <C>             <C>
                                                              First Lexington                    Taxable Money
                                                                Balanced Fund                      Market Fund
                                                                -------------                      -----------

                                                          Six Months          Year          Six  Months           Year
                                                            Ended             Ended           Ended              Ended
                                                           March 31,         Sept 30,       March 31,           Sept 30,
                                                             1999              1998            1999               1998
                                                             ----              ----            ----               ----

INCREASE (DECREASE) IN NET ASSETS
Operations:
     Net investment income (loss) ...................$       97,760     $   208,537       $   1,158,065      $   2,352,943
     Net realized gain (loss) on investments ........       320,574         148,980             ---                 ---
     Change in net unrealized appreciation of investment    148,761        (466,122)            ---                 ---
                                                            -------        --------            -------            -------
  Net Increase (Decrease) in net assets resulting from
                                    operations              567,095        (108,605)          1,158,065          2,352,943

Dividends and distributions to shareholders from
     Net realized gains..............................      (31,834)        (85,407)              ---                ---
     Net investment income ..........................      (97,656)       (208,527)          (1,158,065)        (2,352,943)
                                                        -----------     -----------          -----------        -----------
     TOTAL INCREASE (DECREASE).......................      437,605        (402,539)              ---                ---

Capital share transactions:
     Proceeds from shares sold ......................      679,887       4,552,823           68,516,543        192,713,015
     Value of shares issued to shareholders in
          reinvestment of dividends and distributions      161,014         292,861              972,737          2,176,703
                                                        ------------    ------------        ------------      -------------
                                                           840,901       4,845,684           69,489,280        194,889,718

 Cost of shares redeemed ............................   (1,898,791)     (1,166,283)         (80,092,054)      (179,934,121)
                                                        ------------    ------------        ------------      -------------
Net increase in net assets resulting from
     Net increase in net assets resulting from
          capital share transactions ................   (1,057,890)      3,679,401          (10,602,774)        14,955,597
                                                       -------------    ------------        -------------       -----------
 TOTAL INCREASE (DECREASE) IN NET ASSETS ............     (620,285)      3,276,862          (10,602,774)        14,955,597

NET ASSETS:
     Beginning of period ............................    6,341,373        3,064,511          65,575,307         50,619,710
                                                       -----------      ------------         -----------        -----------
     End of period (including undistributed net
           investment income/net investment loss) ... $  5,721,088      $ 6,341,373        $ 54,972,533      $  65,575,307
                                                         ==========     ===========          ==========         ==========

Shares of capital stock of the Fund sold and redeemed:
     Shares sold ....................................       61,359          414,909          68,516,543        192,713,015
     Shares issued to shareholders in reinvestment
          dividends and distributions ...............       14,416           26,891             972,737          2,176,703
                                                        -----------      ----------          -----------       ------------
                                                            75,775          441,800          69,489,280        194,889,718
     Shares redeemed ................................     (170,730)        (110,676)        (80,092,054)      (179,934,121)
                                                        -----------      -----------         -----------       ------------

   NET INCREASE (DECREASE) IN NUMBER OF
     SHARES OUTSTANDING .............................      (94,955)         331,124         (10,602,774)        14,955,597
                                                        ===========      ===========        ============       =============


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


FINANCIAL HIGHLIGHTS
- --------------------
(Unaudited)

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>

                                    Starwood     Starwood     Starwood      Starwood     Starwood
                                    Strategic    Strategic    Strategic     Strategic    Strategic
                                      Fund         Fund         Fund          Fund         Fund
                                      ----         ----         ----          ----         ----
                                      1999(a)      1998         1997          1996        1995(b)
PER SHARE OPERATING
     PERFORMANCE:
Net asset value, beginning ....       $9.34       $ 9.30        $7.69        $10.00      $ 10.00
Income from investment
     Operations:
     Net investment income ....       (0.02)       (0.03)       (0.26)       (3.23)         0.00
     Net realized and unrealized
           gain (loss) on investments  3.03         0.07         2.00         0.92          0.00
                                       ----        -----         -----        -----       ------
Total from investment income           3.01         0.04         1.74         (2.31)        0.00

Less distributions:
     Dividends from realized gains    (1.75)        0.00         (0.13)        0.00         0.00
     Dividends from net
     investment income ........        0.00         0.00          0.00         0.00         0.00
                                       ----        -----         -----        -----         ----
Total from distributions ......        0.00         0.00         (0.13)        0.00         0.00
                                       ----         ----         ------       -----         ----

  Net asset value at end of period   $10.60       $ 9.34        $ 9.30        $7.69       $10.00
                                      =====        =====         =====         ====        =====

TOTAL ANNUALIZED
     RETURN (%) ...............       34.97       0.43 (e)      20.94(e)   (3.97)(d)(e)     (c)

RATIOS/SUPPLEMENTAL DATA:
     Net assets, end of period      1,349,380  1,003,064      1,136,986     483,458       2,705

     Ratio of expenses to
          average net assets ..         1.50%      2.59%          4.26%      15.99%       0.00%
     Ratio of expenses
          (after reimbursement) to
          average net assets ..          N/A       1.50%          2.54%      15.25%       0.00%
     Ratio of net investment
          Income to average net assets  (.45)%   (1.40)%        (2.97)%    (14.42)%       0.00%
     Ratio of net investment
          income (after reimbursement)
          to average net assets          N/A     (0.31)%        (1.25)%    (13.68)%       0.00%
Portfolio turnover.............         60.02%   119.97%         76.09%     169.83%       0.00%

(a)  For the Six months-ended March 31, 1999.
(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>
<TABLE>
<S>                                <C>           <C>          <C>          <C>            <C>

FINANCIAL HIGHLIGHTS
- --------------------
(Unaudited)

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.

                                      First       First         First       Municipal    Municipal
                                    Lexington    Lexington    Lexington       Fixed        Fixed
                                     Balanced    Balanced     Balanced       Income       Income
                                      Fund         Fund         Fund         Fund          Fund
                                      ----         ----         ----         ----          ----
                                     1999(a)       1998        1997(f)       1996         1995(b)
PER SHARE OPERATING
     PERFORMANCE:
Net asset value, beginning ....     $ 10.41      $ 11.01      $ 22.60(g)    $200.00(g)   $200.00(g)
Income from investment
     Operations:
     Net investment income ....        0.41         0.50       (12.54)      (177.40)        0.00
     Net realized and unrealized
         gain (loss) on investments    0.58        (0.61)         .99          0.00         0.00
                                       ----       -------       -------     --------        ----
     Total from investment income      0.99        (0.11)      (11.05)      (177.40)        0.00

Less distributions:
     Dividends from realized gains    (0.22)       (0.14)       (0.01)         0.00         0.00
     Dividends from net
     investment income ........       (0.05)       (0.35)       (0.03)         0.00         0.00
                                      ------      -------        -----    ---------     --------
Total from distributions ......       (0.28)       (0.49)       (0.04)         0.00         0.00
                                      ------        -----        -----    ---------     --------

Net asset value at end of period    $ 11.12      $ 10.41       $11.01       $ 22.60      $200.00
                                      =====        ======       =====      ========       ======

TOTAL ANNUALIZED
     RETURN (%) ...............       9.50         (1.09)    18.54(d)(e)      (c)           (c)

RATIOS/SUPPLEMENTAL DATA:
     Net assets, end of period      5,721,088    6,341,373    3,064,511      8,988          100

     Ratio of expenses to
          average net assets ..        1.00%        1.26%        3.06%       181.72%       0.00%
     Ratio of expenses (after
          reimbursement) to
          average net assets ..         N/A         1.00%        2.35%       181.01%       0.00%
     Ratio of net investment
          Income to average net assets 7.44%        3.01%        0.30%     (181.58)%       0.00%
     Ratio of net investment
          income (after reimbursement)
          to average net assets         N/A         3.27%        1.01%     (180.86)%       0.00%

     Portfolio turnover........       17.04%       17.79%        6.60%         0.00%       0.00%


(a)  For the Six-months ended March 31, 1999.
(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
- --------------------
(Unaudited)

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>

                                      Taxable      Taxable     Taxable       Taxable      Taxable
                                      Money        Money       Money         Money        Money
                                      Market       Market      Market        Market       Market
                                       Fund         Fund        Fund          Fund         Fund
                                      1999(a)       1998        1997          1996        1995(b)
PER SHARE OPERATING
     PERFORMANCE:
Net asset value, beginning ....       $1.00        $1.00       $ 1.00        $ 1.00       $ 1.00
Income from investment
     Operations:
     Net investment income ....        0.02         0.04         0.03          0.04        0.002
     Net realized and unrealized
          gain (loss) on investments   0.00         0.00         0.00          0.00        0.000
                                       ----         ----         ----          ----        -----
Total from investment  income .        0.02         0.04         0.03          0.04        0.002

Less Distribution :
     Dividends from net
          investment income ...       (0.02)       (0.04)       (0.03)        (0.04)       (0.002)
                                       -----        -----        -----         -----        ------
  Total from distributions            (0.02)       (0.04)       (0.03)        (0.04)       (0.002)
                                       -----        -----        -----         -----        ------

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

RATIOS/SUPPLEMENTAL DATA:
     Net assets, end of period   54,972,533    5,575,307   50,619,710    50,544,511     1,230,385

     Ratio of expenses to
          average net assets ..      1.15%         1.30%        1.44%         1.25%       12.82%
     Ratio of expenses (after
          reimbursement)  to
          average net assets ..       N/A          1.10%        1.12%         1.16%        0.47%
     Ratio of net investment
          Income to average
                 net assets....      3.91%         4.12%        3.86%         4.12%      (11.94%)
     Ratio of net investment
          income (after
     reimbursement) to average
           net assets .........       N/A          4.33%        4.19%         4.21%        0.65%

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


(a)  For the Six-months ended March 31, 1999.
(b)  For the Period June 2, 1995  (commencement  of operations) to September 30,
     1995.
</TABLE>

<PAGE>

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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 consists of a family of no-load mutual funds with three
separate  portfolios,  each having its own  investment  objective  and policies,
including The Starwood  Strategic 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 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 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 and Related Income

Securities  transactions are recorded on a trade date 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, 1999
was the same as  identified  cost.  Interest  income is  recorded on the accrual
basis and dividend income is recorded on the ex-dividend date.

As of March 31, 1999, the composition of unrealized  appreciation (the excess of
value over tax cost) and depreciation (the excess of tax cost over value) was as
follows:


Note 2 - Significant Accounting Policies (continued)
(Unaudited)


                                                               Net Appreciation
      Fund                    Appreciation       Depreciation   (Depreciation)
      ----                    ------------       ------------   --------------
Starwood Strategic           $  414,093          $   (27,786)    $   386,307
First Lexington Balanced        147,230             (321,048)       (173,818)

<PAGE>

         C) Dividends and Distributions to Shareholders

Dividends,  if any, from net investment  income for The Starwood  Strategic 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

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 Agreements

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 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.

Note 3 - Agreements and Other Transactions with Affliates
(Unaudited)

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%
Taxable Money Market          .90%
</TABLE>

<PAGE>

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 to
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%
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 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


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

Note 3 - Agreements and Other Transactions with Affliates - (continued)
(Unaudited)


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  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.  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 Act 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.
<PAGE>

The Distributor is a registered  broker/dealer and effected substantially all of
the investement  portfolio  transactions for the funds. For the six months ended
March 31, 1999,  brokerage  commissions paid to the Distributor by the Funds are
as follows:
<TABLE>
<S>                       <C>            <C>                          <C>

Fund                      Amount           Fund                         Amount
- ----                      ------           ----                         ------
Starwood Strategic         $ 584           First Lexington Balanced     $  3,246
Taxable Money Market      30,284
</TABLE>


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.

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,  1999,  purchases  and sales of  investment
securities, excluding short-term investments were as follows:

                                   Purchases             Sales
                                   ---------             -----
Starwood Strategic               $  759,171         $  734,539
First Lexington Balanced          1,020,000          2,539,237


Note 5- Subsequent Events

Subsequent to March 31, 1999, the Trust offers eight additional funds, each with
its own investment objective and policies. They are: The Unified Select 30 Index
Fund, The Unified Select 500 Index Fund, The Unified Select 2000 Index Fund, The
Unified  Select  International  Equity Index Fund, The Unified Select REIT Index
Fund, The Unified Select Bond Index Fund, The Unified Select  Internet Fund, and
The Unified Select Money Market Fund.



Year 2000 Issue. Like other mutual funds,  financial and business  organizations
and individuals  around the world,  the Fund could be adversely  affected if the
computer systems used by the Adviser,  Administrator or other service  providers
to the Fund do not properly process and calculate  date-related  information and
data from January 1, 2000. This is commonly known as the "Year 2000 Issue".  The
Adviser  and  Administrator  have taken steps that they  believe are  reasonably
designed to address the Year 2000 Issue with  respect to computer  systems  that
are used and to obtained  reasonable  assurances that comparable steps are being
taken by the Fund's major service providers. At this time, however, there can be
no assurance  that these steps will be sufficient to avoid any adverse impact on
the Fund. In addition, the Adviser cannot make any assurances that the Year 2000
issue will not  affect  the  companies  in which the Fund  invests or  worldwide
markets and economies.




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