UNIFIED FUNDS /IN
497, 1999-03-04
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THE UNIFIED FUNDS

The Unified Select Series                         Prospectus dated March 1, 1999


         The Unified Select 30 Index Fund seeks to track the  performance of the
Dow Jones Industrial Average, which is made up of the stocks of 30 companies.

         The Unified Select 500 Index Fund seeks to track the performance of the
Standard & Poor's 500 Composite Stock Price Index,  which  emphasizes  stocks of
large U.S. 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.

         The Unified Select Internet Fund seeks long term capital  appreciation.
The Fund pursues this objective by investing principally in equity securities of
Internet companies.

         The Unified  Select Money Market Fund seeks 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 money
market  mutual funds that meet three basic  criteria:  expense  ratios less than
0.50%, upper quartile yield and high investment safety standards.

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

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

         This  Prospectus  contains  information  that you  should  know  before
investing in any of the Funds and it should be retained for future reference.  A
Statement of Additional Information, dated March 1, 1999 has been filed with the
Securities and Exchange  Commission  (the "SEC") and is  incorporated  herein by
reference. The Statement of Additional Information is available upon request and
without  charge  by  calling  1-800-408-4682.  The  SEC  maintains  a  Web  Site
(http://www.sec.gov)  that  contains the  Statement of  Additional  Information,
material incorporated by reference,  and other information regarding registrants
that file electronically with the SEC.


<PAGE>

TABLE OF CONTENTS


SUMMARY OF FUND EXPENSES........................3
HIGHLIGHTS......................................4
INVESTMENT OBJECTIVES AND POLICIES..............5
   The Select 30 Index Fund.....................7
   The Select 500 Index Fund....................7
   The Select 2000 Index Fund...................7
   The Select International Equity Index Fund...7
   The Select REIT Index Fund...................8
   The Select Bond Index Fund...................8
   The Select Internet Fund.....................8
   The Select Money Market Fund.................9
INVESTMENT POLICIES AND TECHNIQUES
    AND RISK FACTORS...........................10
NET ASSET VALUE................................17
HOW TO BUY SHARES..............................18
   Minimum Investment..........................18
   Opening an Account..........................18
       By Mail.................................18
       By Wire.................................18
   Subsequent Investments......................19
       By Automated Clearing House (ACH).......19
       By Telephone Order  ....................19
DIVIDENDS AND DISTRIBUTIONS....................19
   Timing of Certain Money Market Fund
       Transactions............................20
EXCHANGE PRIVILEGE.............................20
   By Telephone................................20
   By Mail or Telecopy.........................21
HOW TO REDEEM SHARES...........................21
     By Mail...................................21
       Signatures..............................21
   By Telephone................................21
   Receiving Payment...........................22
   Check Writing (Select Money Market
       Fund Only)..............................22
   Minimum Account Balance.....................22
SHAREHOLDER SERVICES...........................23
THE TRUST AND ITS MANAGEMENT...................23
   Investment Advisory Arrangements............23
       Investment Adviser......................23
   Portfolio Managers' Backgrounds.............23
   Advisory Fees...............................24
   Distribution Services.......................24
       Distributor.............................24
   Administration of the Trust.................24
       Administrator...........................24
       Transfer Agent, Fund Accounting Agent
           and Custodian.......................24
   Portfolio Transactions......................25
THE "V.O.I.C.E."sm PROGRAM.....................25
TAXES..........................................26
   Backup Withholding..........................26
PERFORMANCE INFORMATION........................27
GENERAL INFORMATION............................27


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


<PAGE>


SUMMARY OF FUND EXPENSES

         Shareholders  should be aware  that the Funds are  no-load  funds  and,
accordingly,  a  shareholder  does not pay any sales charge or  commission  upon
purchase or redemption  of shares of the Funds.  Unlike most other mutual funds,
the Funds do not pay directly for transfer agency, pricing, custodial,  auditing
or legal services,  nor do the Funds pay directly any general  administrative or
other  significant  operating  expenses.  The Adviser pays all of the  operating
expenses  of each Fund  except  brokerage,  taxes,  interest  and  extraordinary
expenses.  The expense information is based on estimated amounts for the current
fiscal year.

<TABLE>

                           Shareholder Transaction Expenses
<S>                                                                                   <C>   

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

<TABLE>

                         Annual Fund Operating Expenses
                     (As a percentage of average net assets)
<S>                                 <C>            <C>        <C>        <C>       <C>    

                                     Management      12b-1     Servicing   Other      Total
Fund Name                               Fees         Fees       Fees     Expenses   Expenses

Unified Select 30 Index Fund            0.35%        0.00%      0.00%      None       0.35%
Unified Select 500 Index Fund           0.35%        0.00%      0.00%      None       0.35%
Unified Select 2000 Index Fund          0.35%        0.00%      0.00%      None       0.35%
Unified Select Intl. Equity Index Fund  0.35%        0.00%      0.00%      None       0.35%
Unified Select REIT Index Fund          0.35%        0.00%      0.00%      None       0.35%
Unified Select Bond Index Fund          0.35%        0.00%      0.00%      None       0.35%
Unified Select Internet Fund            0.35%        0.00%      0.00%      None       0.35%
Unified Select Money Market Fund        0.35%        0.00%      0.00%      None       0.35%
</TABLE>

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

         The purpose of this table is to assist the  investor  in  understanding
the various costs and expenses that a  shareholder  of a Fund will bear,  either
directly or  indirectly.  For a further  description  of the  various  costs and
expenses incurred by the Funds, see "The Trust and its Management."


Example:

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

Fund Name                                           1 Year            3 Years
- ---------                                           ------            -------

Unified Select 30 Index Fund                          $4                $12
Unified Select 500 Index Fund                          4                 12
Unified Select 2000 Index Fund                         4                 12
Unified Select Intl. Equity Index Fund                 4                 12
Unified Select REIT Index Fund                         4                 12
Unified Select Bond Index Fund                         4                 12
Unified Select Internet Fund                           4                 12
Unified Select Money Market Fund                       4                 12

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

         All of the Funds in the Unified Select  Series,  from time to time, may
invest in other  mutual  funds (the Index  Funds may only  invest in other index
mutual funds.) To the extent that a Fund invests in other mutual funds, the Fund
will  indirectly bear its  proportionate  share of any fees and expenses paid by
such other funds, in addition to the fees and expenses  payable  directly by the
Fund. Therefore,  to the extent that the Fund invests in other mutual funds, the
Fund  will  incur  higher  expenses,  many of which  may be  duplicative.  These
expenses  will be  borne  by the  Fund,  and are not  included  in the  expenses
reflected in the table or example above. See "Investment Objectives and Policies
- -- Investments in Other Mutual Funds."

HIGHLIGHTS

Investment Objectives and Investment Risks

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

Liquidity

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

No Sales or Redemption Charges

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

Minimum Investment

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

Investment Adviser

         Unified Investment Advisers, Inc. is the Funds' investment adviser (the
"Adviser"). The Adviser directly manages the investment portfolios of the Funds.
See "The Trust and its Management."

Retirement Plans and Other Shareholder Services

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



                   [V.O.I.C.E. Logo]


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

INVESTMENT OBJECTIVES AND POLICIES

         The Trust offers twelve  separate  Funds,  including the eight Funds in
the Unified Select Series, each with its own investment  objective and policies.
While there is no assurance that any Fund will achieve its investment objective,
each Fund endeavors to do so by following the investment  policies  described in
this Prospectus.  Unless otherwise indicated,  the Funds' investment  objectives
and policies may be changed by the Trust's Board of Trustees without shareholder
approval. Shareholders will be notified before any material change in investment
objectives or policies becomes effective.

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

THE UNIFIED SELECT INDEX SERIES

         All of the Funds,  except the Select Internet Fund and the Select Money
Market Fund, are index funds (the "Select Index Funds" or the "Index Funds"). An
index is a group of securities  whose overall  performance is used as a standard
to measure investment performance.  Unlike an index, an index fund has operating
expenses.  Therefore, an index fund--while expected to track its target index as
closely  as  possible--will  not be able to match the  performance  of the index
exactly.

         Index  portfolios are not actively  managed by investment  advisors who
buy and sell securities  based on research and analysis.  Instead,  a "passively
managed" portfolio tries to match, as closely as possible,  the performance of a
target  index  by  holding  either  all--or  a  representative   sample--of  the
securities  in the  index.  Indexing  appeals to many  investors  because of its
simplicity   (indexing  is  a  straight   forward   market-matching   strategy);
diversification  (indexes  generally  cover  a wide  variety  of  companies  and
industries); relative performance predictability (an index portfolio is expected
to move in the same direction--up or down--as its target index); low cost (index
funds do not have many of the  expenses of an  actively  managed  fund--such  as
research--and  keep trading  activity--and,  thus,  brokerage  commissions--to a
minimum); and low realization of capital gains.

         As an  alternative  to holding all of the  securities  in the  relevant
index,  each Index Fund  (except  the  Select 30 Index  Fund) may select  stocks
through a  "sampling"  technique  in which the Fund selects a sampling of stocks
that  will  approximate  the  index  in  terms  of  industry,   size  and  other
characteristics  (such as projected earnings,  financial strength and debt). For
example,  if 10% of the index  were made up of  utility  stocks,  the Fund would
invest  10%  of  its  assets  in  utility  stocks  of  the  index  with  similar
characteristics.  Such a sampling technique is expected to be an effective means
of substantially  duplicating the performance of each index. The performance and
structure  of each Index Fund versus that of its  respective  index is monitored
regularly. If significant structural differences develop, the Fund is rebalanced
to bring it in line with the index.

         In  addition,  each Index Fund may invest in other types of  securities
that the Adviser  believes  will assist the Fund in tracking  all or part of the
relevant index, facilitate trading or reduce transaction costs. These securities
may be other mutual funds that  attempt to replicate  the relevant  index (i.e.,
other index funds).  A mutual fund in which a Fund invests will not  necessarily
own all of the securities of the relevant index, although it is expected that it
will own a sufficient  number to be  representative.  See  "Investment  in Other
Mutual Funds" below.  These  securities may also include  publicly  traded index
securities  (such as S&P  Depositary  Receipts  ("SPDRs"),  DIAMONDS and similar
instruments on other indices) and various option  transactions.  See "Investment
Policies and Techniques  and Risk  Factors." It is  anticipated  that each Index
Fund will invest  primarily  in the other types of  securities  described  above
until  the Fund  reaches  sufficient  size and it  becomes  practical  to invest
directly in the common stocks comprising the relevant index.

         Each Fund may invest in money market instruments of the types described
below  under "The  Unified  Select  Money  Market  Fund" at any time to maintain
liquidity or pending selection of investments in accordance with its policies.

         The Dow Jones Industrial Average is a trademark of Dow Jones & Company,
Inc.; the Morgan Stanley REIT Index and the Morgan Stanley Capital International
Europe,  Australia and Far East Index are trademarks of Morgan  Stanley  Capital
International;  the  Standard  & Poor's 500  Composite  Stock  Price  Index is a
trademark  of  Standard  &  Poor's  Corporation;  the  Russell  2000  Index is a
trademark of Frank Russell Company; and the Lehman Brothers Aggregate Bond Index
is a trademark of Lehman Brothers,  Inc. None of the Funds are sponsored by, nor
affiliated   with,  Dow  Jones  &  Company,   Inc.,   Morgan   Stanley   Capital
International,  Standard & Poor's  Corporation,  Frank Russell Company or Lehman
Brothers,  Inc. (the "Index Owners"). The Index Owners make no representation or
warranty,  express or implied,  to  investors  in the Funds or any member of the
public  regarding  the  advisability  of  investing  in a Fund or in  securities
generally or the ability of the applicable index to track market performance.

The Unified Select 30 Index Fund

         The Unified Select 30 Index Fund seeks to track the  performance of the
Dow Jones  Industrial  Average  ("DJIA"),  which is made up of the  stocks of 30
companies.  The  companies  in  which  the  Fund  invests  have a  large  market
capitalization (in excess of $1.0 billion),  an established  history of earnings
and  dividend  payments,  a large number of publicly  held shares,  high trading
volume,  and a high degree of liquidity.  Under normal  circumstances,  the Fund
will limit its  investments  to the equity  securities of the 30 companies  that
comprise the DJIA. The DJIA is an average of the stock prices of thirty top U.S.
industrial  corporations.  It is popularly  viewed as the principal stock market
indicator  and a barometer of investor  confidence.  The Fund tracks the DJIA by
seeking to invest more than 95% of the Fund's  total  assets in the common stock
of the 30 companies  that  comprise the index,  in the same  proportion as those
stocks have in the index. Initially, and from time to time, the Fund will invest
in other index mutual funds that attempt to replicate the DJIA.

The Unified Select 500 Index Fund

         The Unified Select 500 Index Fund seeks to track the performance of the
Standard  & Poor's 500  Composite  Stock  Price  Index  (the "S&P  500"),  which
emphasizes  stocks of large U.S.  companies.  The S&P 500 is a  capital-weighted
index representing the aggregate market value of the common equity of 500 stocks
primarily traded on the New York Stock Exchange.  These 500 widely-traded stocks
are composed of 400 industrial,  40 utility, 40 financial, and 20 transportation
companies.  The weight of each stock in the index is  proportional  to its price
times its shares outstanding. The S&P 500 is often used as an overall measure of
stock market conditions.  Under normal circumstances,  the Fund's portfolio will
approximate the composition of the S&P 500 or contain a sampling of stocks which
the Adviser  believes will  approximate the performance of the S&P 500. (See the
description of "sampling" provided above.) Initially, and from time to time, the
Fund will invest in other index mutual  funds that attempt to replicate  the S&P
500.

The Unified Select 2000 Index Fund

         The Unified  Select 2000 Index Fund seeks to track the  performance  of
the  Russell  2000 Index  (the  "Russell  2000"),  which is made up of stocks of
small, generally unseasoned U.S. companies. The Russell 2000 is comprised of the
2,000  smallest U.S.  domiciled  publicly  traded common stocks  included in the
Russell 3000 Index.  The Russell  3000 Index is an unmanaged  index of the 3,000
largest U.S.  domiciled  publicly traded common stocks by market  capitalization
representing  approximately 98% of the U.S.  publicly traded equity market.  The
common  stocks  included in the Russell 2000 comprise  approximately  10% of the
U.S.  equity  market  as  measured  by  market   capitalization.   Under  normal
circumstances,  the Fund's  portfolio will  approximate  the  composition of the
Russell  2000 or contain a sampling of stocks  which the Adviser  believes  will
approximate  the  performance  of the  Russell  2000.  (See the  description  of
"sampling"  provided  above.)  Initially,  and from time to time,  the Fund will
invest in other index mutual funds that attempt to replicate the Russell 2000.

The Unified Select International Equity Index Fund

         The Unified Select  International  Equity Index Fund seeks to track the
aggregate price and dividend performance of the securities in the Morgan Stanley
Capital International (MSCI) Europe,  Australia and Far East Index (the "EAFE").
The  EAFE  is a  broad-based  market  capitalization  weighted  index  currently
composed of more than 1,100 securities in twenty  countries.  Fourteen  European
countries (Austria,  Belgium, Denmark, Finland, France, Germany, Ireland, Italy,
the  Netherlands,  Norway,  Spain,  Sweden,  Switzerland and the United Kingdom)
constitute   approximately  55%  of  the  EAFE.  Six   Asian/Pacific   countries
(Australia,  Hong Kong, Japan,  Malaysia, New Zealand and Singapore) account for
the remaining 45%.

         Under normal  circumstances,  the Fund's portfolio will approximate the
composition  of the EAFE or  contain  a  sampling  of stocks  which the  Adviser
believes will  approximate  the performance of the EAFE. (See the description of
"sampling" provided above.) In order to track the performance of the EAFE Index,
the  proportion of the Fund's assets  invested in each country will  approximate
the weight of each  country in the EAFE Index.  Therefore,  more than 25% of the
portfolio's  assets  may be  invested  in a single  country,  making  the Fund's
performance more dependent upon the political and economic circumstances in that
country.  Initially,  and from time to time, the Fund will invest in other index
mutual funds that attempt to replicate the EAFE. For more information  regarding
investments in foreign securities, see "Foreign Securities" below.

The Unified Select REIT Index Fund

         The Unified  Select REIT Index Fund seeks to track the  performance  of
the Morgan Stanley REIT Index (the "REIT Index"),  a benchmark of U.S.  property
trusts,  which is made up of stocks  issued  by real  estate  investment  trusts
(known as  REITs).  A REIT is a  corporation  or  business  trust  that  invests
substantially  all of its assets in interests in real estate.  The REIT Index is
made up of the stocks of all publicly  traded equity REITs  (except  health care
REITs)  that meet  certain  criteria.  For  example,  to be included in the REIT
Index, a REIT must have a total market  capitalization  of at least $100 million
and have enough shares and trading volume to be considered liquid.  Under normal
conditions,  the Fund's  portfolio will  approximate the composition of the REIT
Index  or  contain  a  sampling  of  stocks  which  the  Adviser  believes  will
approximate  the  performance  of  the  REIT  Index.  (See  the  description  of
"sampling"  provided  above.)  Initially,  and from time to time,  the Fund will
invest in other index mutual funds that attempt to replicate the REIT Index.

         The Fund is not  intended  to be a  complete  investment  program.  The
concentration of the Fund's investments in the real estate industry will subject
the Fund to risks in addition to those that apply to the general  equity market.
Economic,  legislative or regulatory  developments may occur which significantly
affect the entire real estate  industry and thus may subject the Fund to greater
market  fluctuations  than a fund  that  does not  concentrate  in a  particular
industry.  For more  information  about  investments in REITs,  see "Real Estate
Investment Trusts" below.

The Unified Select Bond Index Fund

         The  Unified  Select  Bond  Index  Fund  seeks to track the  investment
performance of the Lehman  Brothers  Aggregate Bond Index (the "Bond Index"),  a
broad  market-weighted  index which encompasses four major classes of investment
grade  fixed-income  securities in the United States:  U.S.  Treasury and agency
securities,  corporate  bonds,  international  (dollar-denominated)  bonds,  and
mortgage-backed securities, with maturities greater than one year.

         The Fund  will be  unable to hold all of the  individual  issues  which
comprise the Bond Index because of the large number of securities  involved.  In
an effort to duplicate the investment  performance of the Bond Index, the Fund's
portfolio will contain a sampling of fixed income  securities  which the Adviser
believes will  approximate  performance of the Bond Index.  Initially,  and from
time to time,  the Fund will invest in other index  mutual funds that attempt to
replicate the Bond Index. (See the description of "sampling" provided above.)

The Unified Select Internet Fund

         The Unified Select Internet Fund seeks long term capital  appreciation.
The Fund pursues this objective by investing principally in equity securities of
Internet  companies.  The Internet is a global  network of computers that allows
users to quickly and easily share information and conduct business. Users of the
Internet  include   commercial  and  professional   organizations,   educational
institutions,  government  agencies,  and  consumers.  The  Internet  is used to
communicate electronically,  access and share information, and conduct business.
The "Internet  industry"  includes  companies  from various  sectors,  including
Internet access  providers,  companies that develop software tools to access the
Internet  and  facilitate  secure  Internet  transactions,  and  companies  that
manufacture  personal  computers and other hardware used in conjunction with the
Internet.  The Internet  industry also includes  companies engaged in electronic
commerce,  publishing companies that provide information about the Internet, and
companies  that  supply  information,  such as games,  music and  video,  on the
Internet. The types of companies that comprise the Internet industry will change
as technology and applications change.

         The Fund may invest in  established  companies  that have  successfully
implemented  Internet  strategies,  companies  which have  captured a leadership
position  in an  established  sector of the  Internet  industry,  and  companies
engaged in older technologies when the Adviser believes that these companies may
successfully integrate existing technology with new emerging  technologies.  The
Fund  may also  invest  in  emerging  companies  that  are part of the  Internet
industry.  All  securities of companies in the Internet  industry are subject to
the risk factors  described below. The Fund will invest primarily in U.S. equity
securities but may invest in other types of securities,  including  index funds,
and use various investment  techniques.  See "Investment Policies and Techniques
and Risk  Factors"  for a more  detailed  discussion  of the  Fund's  investment
practices.

         Your  investment  in the Fund is subject to special  risks  because the
Fund  concentrates  its  investments  in the  Internet  industry.  The  Internet
industry is subject to a rate of  technological  change that is generally higher
than other  industries,  often requiring  extensive and sustained  investment in
research and development,  and exposing companies in the industry to the risk of
rapid product obsolescence.  Changes in governmental policies, such as telephone
and cable  regulations and anti-trust  enforcement,  and the need for regulatory
approvals  may have a  material  effect on the  products  and  services  of this
industry.  In addition,  competitive  pressures  and changing  demand may have a
significant  effect on the  financial  condition of  companies in the  industry.
Because of its narrow industry focus, the Fund's  performance is closely tied to
any factors  which may affect the Internet  industry  and, as a result,  is more
likely to fluctuate  than that of a fund which is invested in a broader range of
industries. The Fund is not a complete investment program.

         If the Adviser determines that an appropriate Internet index has become
available,  the  Fund  may  seek  to  achieve  its  objective  by  tracking  the
performance of the Internet index. If the Fund tracks an Internet index

o    Under normal  circumstances,  the Fund's  portfolio  will  approximate  the
     composition  of the index or contain a sampling of stocks which the Adviser
     believes  will   approximate  the  performance  of  the  index.   (See  the
     description of "sampling" provided above.)

o    Initially, and from time to time, the Fund will invest in other index 
     mutual funds that attempt to replicate the index.

o    As used in this  Prospectus,  the term "Index  Fund" will include the Fund,
     and the investment policies and techniques described in connection with the
     Index Funds will apply to the Fund.

The Unified Select Money Market Fund

         The Unified  Select Money Market Fund seeks 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 money
market  mutual funds that meet three basic  criteria:  expense  ratios less than
0.50%,  upper  quartile yield and high  investment  safety  standards.  The Fund
intends  to  maintain a constant  net asset  value of $1.00 per share,  although
there  is no  assurance  that it will be able to do so.  The  Fund  will  invest
predominantly  in other money market  mutual  funds,  but may also invest in the
short-term money market instruments that those money market funds hold, such as:

o    direct obligations of the U.S. Treasury,  such as U.S. Treasury bills,  
     notes and bonds;  notes,  bonds, and discount notes of U.S. government 
     agencies or instrumentalities;

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

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

o    bank instruments described below under "Bank Instruments";

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

o    repurchase agreements collateralized by eligible investments.

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

INVESTMENT POLICIES AND TECHNIQUES AND RISK FACTORS

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

Equity Securities

         The Funds  (except  the Select  Bond  Index  Fund and the Select  Money
Market Fund) may invest,  when  applicable  to their  investment  objective,  in
equity  securities,  including  common  stocks,  preferred  stocks,  convertible
securities,  warrants and rights, which may be denominated in U.S. dollars or in
foreign  currencies.  Small  capitalization  issues and emerging  growth company
securities, in particular, may be subject to wider price fluctuations and may be
more  illiquid  than the stock  market as  measured by popular  indices.  Equity
securities include S&P Depository Receipts ("SPDRs"), DIAMONDS and other similar
instruments.  SPDRs are shares of a publicly traded unit investment  trust which
owns the stocks included in the S&P 500 Index, and changes in the price of SPDRs
track the  movement of the index  relatively  closely.  DIAMONDS  are similar to
SPDRs, but own the securities consisting of all of the stocks of the DJIA.

         Investments in equity  securities are subject to inherent  market risks
and fluctuations in value due to earnings, economic conditions and other factors
beyond the control of the Advisor.  As a result,  the return and net asset value
of a Fund with equity securities in its portfolio will fluctuate.

Small Capitalization Companies

         The  Unified  Select  2000 Index Fund will  invest  primarily,  and the
Unified Select  Internet Fund may invest  extensively,  in small  capitalization
companies.  Companies with small market  capitalization  may  experience  higher
growth rates and higher failure rates than do larger  capitalization  companies.
Small  capitalization  companies  may have  limited  product  lines,  markets or
financial  resources  and may lack  management  depth.  The  trading  volume  of
securities  of smaller  capitalization  companies is normally  less than that of
larger capitalization  companies and, therefore,  may disproportionately  affect
their market price,  tending to make them rise more in response to buying demand
and fall more in  response  to  selling  pressure  than is the case with  larger
capitalization companies.

Real Estate Investment Trusts ("REITs")

         The  Unified  Select  REIT Index Fund  intends to invest  primarily  in
REITs.  Equity REITs are those which  purchase or lease land and  buildings  and
generate  income  primarily  from rental  income.  Equity REITs may also realize
capital  gains (or  losses)  when  selling  property  that has  appreciated  (or
depreciated)  in value.  Mortgage  REITs are those  which  invest in real estate
mortgages  and generate  income  primarily  from  interest  payments on mortgage
loans. Hybrid REITs generally invest in both real property and mortgages.

         Economic,  legislative  or  regulatory  developments  may  occur  which
significantly  affect the entire real estate  industry  and thus may subject the
Fund to greater market  fluctuations  than a fund that does not concentrate in a
particular  industry.  In addition,  the Fund will generally be subject to risks
associated  with direct  ownership  of real  estate,  such as  decreases in real
estate values or  fluctuations  in rental income caused by a variety of factors,
including  increases in interest  rates,  increases in property  taxes and other
operating  costs,  casualty  or  condemnation  losses,   possible  environmental
liabilities and changes in supply and demand for properties.

         Risks associated with REIT investments include the fact that equity and
mortgage  REITs are dependent  upon  specialized  management  skills and are not
fully diversified.  These characteristics  subject REITs to the risks associated
with financing a limited number of projects. They are also subject to heavy cash
flow  dependency,  defaults by borrowers,  and  self-liquidation.  Additionally,
equity  REITs may be  affected  by any  changes  in the value of the  underlying
property owned by the trusts,  and mortgage REITs may be affected by the quality
of any credit extended.

Bank Instruments

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

Corporate Debt Obligations

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

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

Other Corporate Debt Obligations

         The Select Bond Index Fund and Select Money Market Fund may also invest
in other corporate debt obligations, including those described below.

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

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

Mortgage-backed Securities

         The Select  Bond Index Fund may invest in  mortgage-backed  securities.
Mortgage-backed  securities  represent  an  interest  in an  underlying  pool of
mortgages. Unlike ordinary fixed-income securities,  which generally pay a fixed
rate of interest and return principal upon maturity,  mortgage-backed securities
repay both  interest  income and principal as part of their  periodic  payments.
Because the mortgages underlying mortgage-backed  certificates can be prepaid at
any time by homeowners or corporate borrowers,  mortgage-backed  securities give
rise to certain unique "prepayment" risks.

         The  Fund  may  purchase  mortgage-backed   securities  issued  by  the
Government National Mortgage  Association (GNMA), the Federal Home Loan Mortgage
Corporation  (FHLMC),  the Federal National Mortgage Association (FNMA), and the
Federal  Housing  Authority  (FHA).  GNMA  securities are guaranteed by the U.S.
Government as to the timely payment of principal and interest;  securities  from
other  Government-sponsored  entities are  generally  not secured by an explicit
pledge of the U.S. Government. The Fund may also invest in conventional mortgage
securities, which are packaged by private corporations and are not guaranteed by
the  U.S.  Government.  Mortgage  securities  that  are  guaranteed  by the U.S.
Government  are  guaranteed  only as to the  timely  payment  of  principal  and
interest.  The  market  values  of the  securities  are not  guaranteed  and may
fluctuate.

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

Investments in Other Mutual Funds

         All of the Funds may invest to some extent in the  securities  of other
open-end registered  investment companies ("mutual funds"), and may invest up to
100% of their assets in other mutual funds.  Each Index Fund will invest only in
other mutual funds that attempt to replicate the Fund's  respective  index.  The
funds of the Trust,  considered together,  may not invest in more than 3% of the
outstanding  voting securities of any one mutual fund. The foregoing  limitation
is not applicable to investment company securities acquired as part of a merger,
consolidation, reorganization or other acquisition.

         The Trust  believes  that  investing in other mutual funds will provide
the Funds with  opportunities  to achieve greater  diversification  of portfolio
securities and investment  techniques  than the Funds could achieve by investing
in individual securities.  . Each Fund will normally invest only in other mutual
funds  that do not  impose  up-front  sales  loads or  deferred  sales  loads or
redemption  fees.  If a Fund  invests in a mutual fund that  normally  charges a
sales load, it will use available  sales load waivers and quantity  discounts to
eliminate the sales load. However, the Funds may invest in funds that have 12b-1
plans or  shareholder  services  plans  which  permit  the funds to pay  certain
distribution  and other  expenses  from fund  assets.  To the extent that a Fund
invests in other mutual funds,  the Fund will indirectly bear its  proportionate
share of any fees and  expenses  paid by such funds in  addition to the fees and
expenses  payable  directly  by the Fund.  Therefore,  to the extent that a Fund
invests in other  mutual  funds,  the Fund will incur higher  expenses,  many of
which may be  duplicative.  (For example,  the Unified  Select Money Market Fund
pays  the  Adviser  a fee of 0.35% of its  average  net  assets  to  manage  its
investment  portfolio  of  other  mutual  funds,  each  of  which  pays  its own
investment adviser a fee to manage its own portfolio securities).

         The Funds are  independent  from any of the other mutual funds in which
they invest and have little voice in or control over the  investment  practices,
policies or decisions of those funds. If a Fund disagrees with those  practices,
policies  or  decisions,  it may have no  choice  other  than to  liquidate  its
investment in that fund, which can entail further losses. However, a mutual fund
is not required to redeem any of its shares  owned by another  mutual fund in an
amount  exceeding 1% of the  underlying  fund's shares during any period of less
than 30 days.  As a  result,  to the  extent  that a Fund  owns  more than 1% of
another mutual fund's shares, the Fund may not be able to liquidate those shares
in the event of adverse market conditions or other considerations.

Asset-Backed Securities

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

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

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

Foreign Securities

         The  Select  International  Equity  Index  Fund will  invest in foreign
securities  and the Select Money  Market Fund may invest in foreign  securities,
including foreign securities not publicly traded in the United States.

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

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

         The Select  International  Equity Index Fund may invest in World Equity
Benchmark  Shares  ("WEBS").  Each WEBS share  represents  a broad  portfolio of
publicly  traded  stocks in a  selected  country,  through a WEBS  Index  Series
currently  covering  selected  equity  markets.  Each WEBS Index Series seeks to
generate  investment  results  that  generally  correspond  to the market  yield
performance of a given Morgan Stanley Capital International ("MSCI") index. MSCI
Indices are leading country index benchmarks, widely used by U.S.
investors for their international investments.

         Foreign Currency  Transactions.  The Select  International Equity Index
Fund,  when  applicable  to its  investment  objectives,  may enter into foreign
currency  transactions to obtain the necessary  currencies to settle  securities
transactions.  Currency  transactions  may be conducted either on a spot or cash
basis  at  prevailing  rates  or  through  forward  foreign  currency   exchange
contracts.

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

U.S. Government Obligations

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

Repurchase Agreements

         Each Fund may invest in repurchase  agreements fully  collateralized by
U.S. Government  obligations.  A repurchase agreement is a short-term investment
in which the purchaser (i.e., the Fund) acquires ownership of a U.S.  Government
obligation  (which may be of any  maturity)  and the seller agrees to repurchase
the obligation at a future time at a set price,  thereby  determining  the yield
during the purchaser's holding period (usually not more than seven days from the
date of purchase).  Any  repurchase  transaction  in which the Fund engages will
require full collateralization of the seller's obligation during the entire term
of the  repurchase  agreement.  In the event of a bankruptcy or other default of
the seller,  the Fund could experience both delays in liquidating the underlying
security and losses in value. However, the Funds intend to enter into repurchase
agreements only with FIRSTAR Bank, N.A. (the Fund's Custodian), other banks with
assets of $1 billion or more and registered securities dealers determined by the
Adviser  (subject to review by the Board of  Trustees) to be  creditworthy.  The
Adviser monitors the  creditworthiness  of the banks and securities dealers with
which the Funds engage in repurchase transactions.

Options Transactions

         Each Fund  (except the Select  Money  Market Fund) may purchase put and
call  options,  write (sell)  covered put and call  options on their  respective
stock indices and engage in related closing  transactions.  An option on a stock
index gives the holder the right to receive,  upon exercising the option, a cash
settlement  amount based on the  difference  between the exercise  price and the
value of the  underlying  stock  index.  Receipt of this cash amount will depend
upon the  closing  level of the stock index upon which the option is based being
greater  than (in the  case of a call)  or less  than (in the case of a put) the
exercise price of the option.  The amount of cash received will be equal to such
difference  between the closing price of the index and the exercise price of the
option  expressed in dollars.  The writer of the option is obligated,  in return
for the premium received, to make delivery of this amount.

         To  cover  the  potential   obligations   involved  in  writing  option
transactions, the Fund will either own a position opposite to the option or hold
a portfolio of stocks substantially replicating the movement of the index or, to
the extent the Fund does not own such a position or hold such a portfolio,  will
segregate  with the Custodian  high grade liquid debt  obligations  equal to the
market value of the stock index option, marked to market daily. Risks associated
with  writing  options   include  the  possible   inability  to  effect  closing
transactions at favorable prices and an appreciation limit on the securities set
aside for settlement,  as well as exposure to an indeterminate liability.  Risks
associated with purchasing options include the loss of the premium if the option
is  not  exercised.  It is not  the  Adviser's  intention  to  buy  options  for
speculative purposes, or to write options on an uncovered or unhedged basis.

         Because the value of an index  option  depends  upon  movements  in the
level of the index rather than the price of a particular stock, whether the Fund
will  realize a gain or loss from the purchase or writing of options on an index
depends  upon  movements  in the  level  of stock  prices  in the  stock  market
generally or, in the case of certain indices,  in an industry or market segment,
rather than  movements in the price of a particular  stock.  Options may fail as
hedging techniques when price movements of the securities underlying the options
do not follow the price  movements of the  portfolio  securities  subject to the
hedge. Accordingly, successful use by each Fund of options on stock indices will
be  subject  to the  Adviser's  ability  to  predict  correct  movements  in the
direction  of the stock  market  generally  or of a  particular  industry.  This
requires different skills and techniques than predicting changes in the price of
individual stocks. A Fund will likely be unable to control losses by closing its
position where a liquid secondary market does not exist.

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

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

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

Temporary Investments

         The Select Internet Fund may invest  temporarily in cash or short money
market  instruments  during times of unusual  market  conditions  for  defensive
purposes,  without  limitation.  These  temporary  investments  may  include the
instruments  described  above under "The Unified  Select Money Market Fund." The
Fund may also invest in these instruments  temporarily to maintain  liquidity in
anticipation of favorable investment opportunities.

General

         In order to generate  additional  income,  each Fund may lend portfolio
securities  on a  short-term  or a long-term  basis up to 5% of the value of its
total  assets to  broker/dealers,  banks,  or other  institutional  borrowers of
securities.  The Select 500 Index Fund and Select  2000 Index Fund may invest up
to 5% of their assets in the following:  warrants,  convertible securities, swap
agreements, stock futures and options contracts. The Select International Equity
Index  Fund may  invest up to 5% of its  assets  in stock  futures  and  options
contracts.

Portfolio Turnover

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

NET ASSET VALUE

         Net asset value per share (the price at which shares are  purchased and
redeemed) is determined as of the close of regular trading on the New York Stock
Exchange  (currently 4:00 p.m., Eastern time), on each business day the Exchange
is open for business.  Net asset value per share of the Select Money Market Fund
is also determined as of 12:00 noon (Eastern time) on such days. Each Fund's net
asset value per share is  determined  by dividing the sum of the market value of
all securities and all other assets of the applicable  Fund, less liabilities of
the Fund, by the number of the Fund's shares outstanding.

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

HOW TO BUY SHARES

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

Minimum Investment

         The minimum  initial  investment in each Fund is $l,000,  except an IRA
for which the minimum  initial  investment is $500.  The minimum  investment may
also be waived for certain other types of retirement accounts and direct deposit
accounts. Minimum investments for certain other types of retirement accounts and
direct deposit accounts may be different. See "Shareholder Services."

Opening An Account

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

         By Mail.  To open a new account by mail:

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

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

o        Mail the application and the check to the Fund's Transfer  Agent,  
         Unified Fund Services,  Inc. (the "Transfer  Agent") at the
         following address:  The Unified Funds, c/o Unified Fund Services, Inc.,
         P.O. Box 6110, Indianapolis, Indiana 46206-6110.

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

                  FIRSTAR Bank, N.A.
                  ABA # 04-20000-13
                  Attention:  Name of Fund
                  Credit Account # 483616769
                  Account Name _______________(write in shareholder name)
                  For Account #________________(write in account number)


         The order is considered  received when FIRSTAR Bank,  N.A., the Trust's
custodian (the "Custodian"),  receives payment by wire.  However,  the completed
account  application  must be mailed to the  Transfer  Agent on the same day the
wire payment is made. See "Opening an Account -- By Mail" above.  The Trust will
not permit  redemptions  until the Transfer  Agent  receives the  application in
proper form. Financial institutions may charge a fee for wire transfers.

Subsequent Investments

         Once an account is open,  additional  purchases  of Fund  shares may be
made at any time in minimum amounts of $100, except for an IRA, which must be in
amounts of at least $50. Additional purchases may be made:

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

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

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

o    By telephone order, as described below.

          By Automated Clearing House (ACH). Once an account is open, shares may
be  purchased  or redeemed  through ACH in minimum  amounts of $100.  ACH is the
electronic  transfer  of funds  directly  between  an account  with a  financial
institution  and the applicable  Fund. In order to use the ACH service,  the ACH
Authorization section of the account application must be completed. For existing
accounts,  an ACH  Authorization  Form may be obtained  by calling the  Transfer
Agent at  1-800-408-4682.  Allow at least two weeks for preparation before using
ACH.  To order a purchase  or  redemption  by ACH,  call the  Transfer  Agent at
1-800-408-4682. There are no charges for ACH transactions imposed by the Fund or
the Transfer Agent. ACH transactions  are completed  approximately  two business
days following the placement of the transfer order.

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

         By Telephone Order. Once an account is open, shares may be purchased at
a certain day's price by calling the Transfer  Agent at  1-800-408-4682,  before
the close of  regular  trading on the New York Stock  Exchange  (currently  4:00
p.m.,  Eastern time) on that day.  Orders must be for $1,000 or more and may not
be for an amount  greater  than twice the value of the  existing  account at the
time the order is placed. Payment by check or wire must be received within three
business  days after the order is placed,  or the order will be canceled and the
shareholder  will be responsible for any resulting loss to the Fund.  Payment of
telephone  orders by check may not be mailed to the  Transfer  Agent's  P.O. Box
address  herein,  but must be  mailed  to the  Transfer  Agent at  Unified  Fund
Services,  Inc., 431 North  Pennsylvania  Street,  Indianapolis,  Indiana 46204.
Payment must be  accompanied  by the order number given at the time the order is
placed. A written  confirmation with complete purchase  information will be sent
to the shareholder of record shortly after payment is received.

DIVIDENDS AND DISTRIBUTIONS

         The  Select 500 Index  Fund,  the Select  2000 Index  Fund,  the Select
Internet  Fund, and the Select  International  Equity Index Fund declare and pay
dividends on an annual basis. The Select 30 Index Fund and the Select REIT Index
Fund declare and pay dividends on a quarterly  basis. The Select Bond Index Fund
declares  and pays  dividends on a monthly  basis.  The Select Money Market Fund
declares and pays dividends on a daily basis.

         Each Fund makes  distributions  of any net realized  long-term  capital
gains at least  once  every  twelve  months.  Dividends  and  distributions  are
automatically   reinvested  in  additional   shares  on  payment  dates  at  the
ex-dividend  net asset value,  unless cash payments are requested on the account
application or in writing to the Transfer  Agent. If cash payments are requested
with respect to the Select Money Market Fund,  daily  dividends will  accumulate
and be paid at the end of each month, as requested in writing.  All shareholders
on the record date are entitled to the dividend.

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

Timing of Certain Money Market Fund Transactions

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

EXCHANGE PRIVILEGE

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

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

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

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

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

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

HOW TO REDEEM SHARES

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

         By Mail. A shareholder  may redeem shares by mailing a written  request
to  The  Unified  Funds,  c/o  Unified  Fund  Services,  Inc.,  P.O.  Box  6110,
Indianapolis,  Indiana 46206-6110. Written requests must state the shareholder's
name,  the name of the Fund,  the account number and the shares or dollar amount
to be redeemed and be signed exactly as the shares are registered.

         Signatures.  Shareholders requesting a redemption of $5,000 or more, or
a redemption  of any amount  payable to a person other than the  shareholder  of
record or to be sent to an  address  other  than that on record  with the Trust,
must have all signatures on written redemption requests guaranteed. The Transfer
Agent  will  accept  signatures  guaranteed  by a  financial  institution  whose
deposits  are insured by the FDIC; a member of the New York,  American,  Boston,
Midwest,   or  Pacific  Stock  Exchange;   or  any  other  "eligible   guarantor
institution,"  as defined in the  Securities  Exchange Act of 1934. The Transfer
Agent will not accept  signatures  guaranteed by a notary  public.  The Transfer
Agent has adopted  standards for accepting  signature  guarantees from the above
institutions.  The  Trust may elect in the  future to limit  eligible  signature
guarantors to institutions  that are members of a signature  guarantee  program.
The Trust and its Transfer  Agent reserve the right to amend these  standards at
any time without notice.

         Redemption  requests by corporate  and fiduciary  shareholders  must be
accompanied  by  appropriate  documentation  establishing  the  authority of the
person seeking to act on behalf of the account.  Forms of resolutions  and other
documentation to assist in compliance with the Transfer  Agent's  procedures may
be obtained by calling the Transfer Agent.

         By  Telephone.  You may also redeem  shares by telephone by calling the
Transfer  Agent  at  1-800-408-4682.  In order to make  redemption  requests  by
telephone,  the Telephone  Privileges section of the account application must be
completed. For existing accounts, a Telephone Privileges form may be obtained by
calling the Transfer Agent at 1-800-408-4682.

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

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

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

Receiving Payment

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

Check Writing (Select Money Market Fund Only)

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

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

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

Minimum Account Balance

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

SHAREHOLDER SERVICES

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

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

THE TRUST AND ITS MANAGEMENT

         The Unified Select Series  consists of eight  portfolios of the Unified
Funds (the  "Trust").  The Trust is an Ohio business  trust  authorized to offer
separate series and classes of shares of beneficial  interest.  The Trust, which
was organized on November 20, 1997,  is the  successor to the  operations of The
Vintage Funds. At the date of this Prospectus, the Trust has established each of
the eight  Funds  described  herein and the four Funds  described  in a separate
Prospectus as a separate  series of its shares.  The Trust's  offices are at 431
North Pennsylvania Street, Indianapolis,  Indiana 46204. The business affairs of
the Trust are under the direction of its Board of Trustees.

Investment Advisory Arrangements

         Investment  Adviser.  Unified  Investment  Advisers,  Inc.,  431  North
Pennsylvania Street, Indianapolis,  Indiana 46204 ("the Adviser"), serves as the
Trust's investment adviser. The Adviser supervises and assists in the management
of the Funds  under a  Management  Agreement  between the Adviser and the Trust,
subject to the overall authority of the Board of Trustees.

         The  Adviser  was  organized  in  December  1994  and  is a  registered
investment  adviser.  It has no prior operating  history and does not act as the
investment  adviser to any other investment  companies.  The Adviser is a wholly
owned subsidiary of Unified Financial Services,  Inc. Unified Financial Services
is also the parent of Unified  Management  Corporation (the Funds'  Distributor)
and Unified Fund Services,  Inc. (the Funds'  transfer agent,  fund  accountant,
administrator and shareholder services agent).

Portfolio Managers' Backgrounds

         Jack R. Orben and Dr.  Gregory W.  Kasten,  portfolio  managers  at the
Adviser, are the portfolio managers for the Unified Select Series. Mr. Orben has
been the Chairman of Fiduciary  Counsel,  a registered  investment  adviser that
manages approximately $450 million in assets, since 1979. Prior to that time, he
was  President of Orben & Associates,  Inc.,  an  investment  consultant to bank
trust  departments.  Since  1979,  Mr.  Orben  has  been a member  of  Fiduciary
Counsel's  Investment Policy Committee and Chairman of its Executive  Committee.
Mr. Orben  graduated  from Tufts  University in 1960, and has nearly 25 years of
investment experience.

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

Advisory Fees

         Each Fund in the  Unified  Select  Series  pays the  Adviser  an annual
management fee, payable monthly,  based on its average daily net assets. The fee
is equal to 0.35% of each Fund's average daily net assets.  The Adviser pays all
of the operating  expenses of the Funds except  brokerage,  taxes,  interest and
extraordinary expenses.

Distribution Services

         Distributor.  Unified Management  Corporation (the "Distributor"),  431
North  Pennsylvania  Street,  Indianapolis,  Indiana 46024,  acts as each Fund's
distributor pursuant to a Distribution Agreement with the Trust. The Distributor
is a subsidiary of Unified Financial Services, Inc.

Administration of the Trust

         Administrator. Unified Fund Services, Inc., 431 North Pennsylvania St.,
Indianapolis,   Indiana  46204,   serves  as  the  Trust's   administrator  (the
"Administrator").  Pursuant to a Mutual Fund Services  Agreement with the Trust,
the  Administrator  provides  certain  administrative   personnel  and  services
(including  administration,   transfer  agency  and  fund  accounting  services)
necessary to operate the Funds.  For its services,  the  Administrator  receives
from the Adviser an annual fee,  payable  monthly,  based on each Fund's average
daily net assets.  The fee is equal to 0.12% of the average daily net assets for
Funds in the Unified Select Series.

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

         Consistent with the Rules of Fair Practice of the National  Association
of  Securities  Dealers,  Inc.,  and subject to its  obligation  of seeking best
qualitative execution,  the Adviser may give consideration to sales of shares of
the  Fund as a factor  in the  selection  of  brokers  and  dealers  to  execute
portfolio  transactions.  The Adviser  (not the Fund) may pay certain  financial
institutions  (which may include banks,  brokers,  securities  dealers and other
industry  professionals) a "servicing fee" for performing certain administrative
functions for Fund shareholders to the extent these  institutions are allowed to
do so by applicable statute, rule or regulation.

Transfer Agent, Fund Accounting Agent and Custodian

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

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

Portfolio Transactions

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

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



             [V.O.I.C.E. logo]


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

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

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

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

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

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

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

TAXES

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

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

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

Backup Withholding

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

PERFORMANCE INFORMATION

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

         The   Funds   may   also   advertise    performance    information   (a
"non-standardized  quotation")  which is  calculated  differently  from "average
annual  total  return." A  non-standardized  quotation  of total return may be a
cumulative  return  which  measures  the  percentage  change  in the value of an
account  between the beginning and end of a period,  assuming no activity in the
account other than reinvestment of dividends and capital gains distributions.  A
non-standardized  quotation  may be an  indication  of the  value  of a  $10,000
investment  (made on the  date of the  initial  public  offering  of the  Fund's
shares) as of the end of a specified period. A  non-standardized  quotation will
always be accompanied by the Fund's  "average  annual total return" as described
above.

         The Select Money Market Fund may quote its current yields and effective
yields.  The "yield" of the Fund refers to the income generated by an investment
in the  Fund  over a  seven-day  period  (which  period  will be  stated  in the
advertisement).  This income is then  annualized.  That is, the amount of income
generated by  investments  during the week is assumed to be generated  each week
over a 52 week  period  and is  shown as a  percentage  of the  investment.  The
"effective  yield" is  calculated  similarly  but, when  annualized,  the income
earned by an investment in the Fund is assumed to be  reinvested.  The effective
yield will be slightly higher than the yield because of the  compounding  effect
of this assumed reinvestment.

         The Funds may also include in advertisements data comparing performance
with other mutual funds as reported in non-related  investment media,  published
editorial   comments   and   performance   rankings   compiled  by   independent
organizations  and  publications  that monitor the  performance  of mutual funds
(such as  Lipper  Analytical  Services,  Inc.,  Morningstar,  Inc.,  Fortune  or
Barron's). Performance information may be quoted numerically or may be presented
in a table, graph or other  illustration.  In addition,  Fund performance may be
compared to indices of market performance  including the Standard & Poor's (S&P)
500 Index, the Dow Jones Industrial Average,  the Russell 2000 Index, the Morgan
Stanley Capital International  Europe,  Australia and Far East Index, the Morgan
Stanley REIT Index or the Lehman Brothers Aggregate Bond Index.

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

GENERAL INFORMATION

         Any  Trustee of the Trust may be  removed  by vote of the  shareholders
holding not less than  two-thirds of the  outstanding  shares of the Trust.  The
Trust  does not  hold an  annual  meeting  of  shareholders.  When  matters  are
submitted to shareholders  for a vote, each  shareholder is entitled to one vote
for each whole share owned and fractional votes for fractional shares owned. All
shares of the Funds  have  equal  voting  rights  and  liquidation  rights.  The
Declaration  of Trust can be amended by the Trustees,  except that any amendment
that  adversely  affects  the rights of  shareholders  must be  approved  by the
shareholders affected.

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

         Shareholder  inquiries may be made by writing to The Unified Funds, c/o
Unified Fund Services, Inc., P.O. Box 6110, Indianapolis, Indiana 46206-6110, or
by calling 1-800-408-4682.

<PAGE>

THE UNIFIED FUNDS

The Unified Select 30 Index Fund
The Unified Select 500 Index Fund
The Unified 2000 Index Fund
The Unified International Equity Index Fund
The Unified REIT Index Fund
The Unified Bond Index Fund
The Unified Select Internet Fund
The Unified Select Money Market Fund

PROSPECTUS
March 1, 1999

TRANSFER AGENT
Unified Fund Services, Inc.
431 N. Pennsylvania Street
Indianapolis, Indiana 46204

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

INVESTMENT ADVISER
Unified Investment Advisers, Inc.
431 N. Pennsylvania Street
Indianapolis, Indiana 46204

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

LEGAL COUNSEL
Brown, Cummins & Brown Co., L.P.A.
3500 Carew Tower, 441 Vine Street
Cincinnati, Ohio  45202


<PAGE>
                                                           
                                THE UNIFIED FUNDS

                            THE UNIFIED SELECT SERIES
                       STATEMENT OF ADDITIONAL INFORMATION

                                  March 1, 1999



         This  Statement of Additional  Information,  which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus of The
Unified  Select Series dated March 1, 1999, as may be revised from time to time.
To obtain a copy of the Funds' Prospectus,  please write to The Unified Funds at
P.O. Box 6110, Indianapolis, Indiana 46206-6110, or call 1-800-408-4682.




                                TABLE OF CONTENTS


                                                                           Page


Description of the Trust..................................................   2
Types of Investments and Investment Techniques............................   2
Investment Limitations....................................................   8
Management of the Trust...................................................  10
Investment Advisory Arrangements..........................................  11
Brokerage Transactions....................................................  12
Purchase and Redemption...................................................  12
Determination of Net Asset Value..........................................  13
Tax Status................................................................  13
Performance Information...................................................  14
Custodian, Transfer Agent, Fund Accounting Agent,
  and Independent Accountants.............................................  16




<PAGE>

DESCRIPTION OF THE TRUST

         The  Unified  Funds (the  "Trust") is an  open-end  investment  company
established  under the laws of Ohio by an  Agreement  and  Declaration  of Trust
dated  November  19, 1997 (the "Trust  Agreement").  The Trust is the  successor
entity to The Vintage Funds.  The Trust Agreement  permits the Trustees to issue
an unlimited number of shares of beneficial  interest of separate series without
par value. There are twelve series currently  authorized by the Trustees,  eight
of which comprise the Unified Select  Series:  Select 30 Index Fund,  Select 500
Index Fund,  Select 2000 Index Fund,  Select  International  Equity  Index Fund,
Select REIT Index Fund, Select Bond Index Fund, Select Internet Fund, and Select
Money Market Fund (the "Funds").

         Each share of a series  represents an equal  proportionate  interest in
the assets and  liabilities  belonging  to that  series with each other share of
that series and is entitled to such  dividends and  distributions  out of income
belonging to the series as are declared by the Trustees.  The Shares do not have
cumulative  voting  rights  or any  preemptive  or  conversion  rights,  and the
Trustees have the authority from time to time to divide or combine the shares of
any series  into a greater or lesser  number of shares of that series so long as
the proportionate beneficial interest in the assets belonging to that series and
rights  of shares of any other  series  are in no way  affected.  In case of any
liquidation  of a series,  the holders of shares of the series being  liquidated
will be entitled to receive as a class a distribution out of the assets,  net of
the liabilities,  belonging to that series.  Expenses attributable to any series
are  borne by that  series.  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. No shareholder is liable to further calls or to assessment by the
Trust without his or her express consent.

         For other information  concerning the purchase and redemption of shares
of the Funds,  see "How to Buy Shares" and "How to Redeem  Shares" in the Funds'
Prospectus.  For a description  of the methods used to determine the share price
and value of each Fund's assets, see "Net Asset Value" in the Funds' Prospectus.


TYPES OF INVESTMENTS AND INVESTMENT TECHNIQUES

Convertible Securities

         The Select 500 Index Fund and the Select  2000 Index Fund may invest up
to 5% of their assets in  convertible  securities.  Convertible  securities  are
fixed income  securities that may be exchanged or converted into a predetermined
number of shares of the  issuer's  underlying  common stock at the option of the
holder during a specified  period.  Convertible  securities may take the form of
convertible preferred stock,  convertible bonds or debentures,  units consisting
of "usable"  bonds and warrants or a  combination  of the features of several of
these securities.  The investment  characteristics of each convertible  security
vary widely, which allows convertible securities to be employed for a variety of
investment strategies.

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

Warrants

         The Select 500 Index Fund and the Select  2000 Index Fund may invest up
to 5% of their assets in warrants.  Warrants are  basically  options to purchase
common stock at a specific price (usually at a premium above the market value of
the  optioned  common stock at  issuance)  valid for a specific  period of time.
Warrants  may have a life ranging  from less than one year to twenty  years,  or
they may be perpetual.  However, most warrants have expiration dates after which
they are worthless.  In addition,  a warrant is worthless if the market price of
the common stock does not exceed the warrant's exercise price during the life of
the warrant.  Warrants  have no voting  rights,  pay no  dividends,  and have no
rights  with  respect  to  the  assets  of the  corporation  issuing  them.  The
percentage  increase or decrease in the market  price of the warrant may tend to
be greater than the  percentage  increase or decrease in the market price of the
optioned common stock.  Warrants acquired in units or attached to securities may
be deemed to be without value for purposes of this policy.

Corporate Debt Obligations

         The Select Bond Index Fund and the Select  Money Market Fund may invest
in corporate debt obligations,  including  corporate bonds,  notes,  medium term
notes, and debentures, which may have floating or fixed rates of interest.

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

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

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

Variable and Floating Rate Securities.

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

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

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

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

Asset-Backed Securities

         The  Select   Money   Market   Fund  may  invest  in   mortgage-related
asset-backed  securities that are considered  U.S.  government  securities.  The
other  Funds may invest in these and,  to varying  extents as  described  in the
Prospectus, in other asset-backed securities.

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

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

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

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

Foreign Securities

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

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

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

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

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

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

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

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

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

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

Foreign Bank Instruments

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

U.S. Government Securities

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

Options

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

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

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

         Options on  Securities  Indices.  Each Fund  (except  the Select  Money
Market  Fund)  may  purchase  and write  (sell)  call and put  options  on their
respective securities indices. Such options give the holder the right to receive
a cash  settlement  during  the term of the  option  based  upon the  difference
between the exercise price and the value of the index.

         A Fund may  terminate  its  obligation  as the  writer of a call or put
option by purchasing an option with the same exercise price and expiration  date
as the option previously written. This transaction is called a "closing purchase
transaction."  The Fund will  realize  a profit  or loss for a closing  purchase
transaction  if the amount paid to  purchase  an option is less or more,  as the
case may be,  than the amount  received  from the sale  thereof.  To close out a
position  as a  purchaser  of an  option,  the  Fund may  make a  "closing  sale
transaction"  which  involves  liquidating  the Fund's  position  by selling the
option previously purchased.

         When a Fund  writes  an  option,  an  amount  equal to the net  premium
received  by the  Fund  is  included  in the  liability  section  of the  Fund's
Statement  of Assets and  Liabilities  as a deferred  credit.  The amount of the
deferred  credit  will be  subsequently  marked to market to reflect the current
market value of the option written.  The current market value of a traded option
is the last sale  price or,  in the  absence  of a sale,  the mean  between  the
closing bid and asked price.  If an option expires on its stipulated  expiration
date or if the Fund enters into a closing  purchase  transaction,  the Fund will
realize a gain (or loss if the cost of a closing  purchase  transaction  exceeds
the premium  received when the option was sold), and the deferred credit related
to such option will be eliminated.  If a call option is exercised, the Fund will
realize a gain or loss from the sale of the underlying security and the proceeds
of the sale will be increased by the premium originally received. The writing of
covered  call  options  may be deemed to involve  the  pledge of the  securities
against which the option is being written. Securities against which call options
are written will be segregated on the books of the Custodian for the Fund.

         Options on securities  indices entail risks in addition to the risks of
options on  securities.  The absence of a liquid  secondary  market to close out
options  positions on securities  indices is more likely to occur,  although the
Fund  generally  will only  purchase  or write  such an  option  if the  Adviser
believes the option can be closed out.

         Use of options on securities indices also entails the risk that trading
in such options may be interrupted if trading in certain securities  included in
the index is  interrupted.  The Fund will not purchase  such options  unless the
Adviser  believes  the market is  sufficiently  developed  such that the risk of
trading in such  options  is no  greater  than the risk of trading in options on
securities.

         Price movements in a Fund's  holdings may not correlate  precisely with
movements in the level of an index and, therefore, the use of options on indices
cannot serve as a complete hedge.  Because options on securities indices require
settlement in cash,  the Adviser may be forced to liquidate  Fund  securities to
meet settlement obligations.

         Futures  Contracts.  The Select 500 Index Fund, Select 2000 Index Fund,
and the Select  International Equity Index Fund may invest up to 5% of their net
assets in futures contracts. When a Fund purchases a futures contract, it agrees
to purchase a specified  underlying  instrument at a specified future date. When
the Fund sells a futures contract,  it agrees to sell the underlying  instrument
at a specified  future date.  The price at which the purchase and sale will take
place is fixed when the Fund enters into the contract.  Some currently available
futures contracts are based on specific securities,  such as U.S. Treasury bonds
or notes,  and some are based on indices of  securities  such as the  Standard &
Poor's 500  Composite  Stock Price Index ("S&P 500").  Futures can be held until
their  delivery  dates,  or can be closed out before then if a liquid  secondary
market is available.

         The value of a futures  contract  tends to  increase  and  decrease  in
tandem with the value of its underlying instrument or precious metal. Therefore,
purchasing futures contracts tends to increase a Fund's exposure to positive and
negative price fluctuations in the underlying instrument or precious metal, much
as if it had purchased the  underlying  instrument or precious  metal  directly.
When a Fund sells a futures  contract,  by  contrast,  the value of its  futures
position  will  tend to move in a  direction  contrary  to the  market.  Selling
futures  contracts,  therefore,  will tend to offset both  positive and negative
market price changes, much as if the underlying instrument or precious metal had
been sold.

         Futures Margin Payments.  The purchaser or seller of a futures contract
is not  required  to deliver or pay for the  underlying  instrument  or precious
metal  unless the contract is held until the delivery  date.  However,  both the
purchaser  and seller are  required to deposit  "initial  margin"  with  futures
broker,  known as a futures  commission  merchant ("FCM"),  when the contract is
entered into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position  declines,  that party
will be required to make additional  "variation  margin"  payments to settle the
change in value on a daily  basis.  The party that has a gain may be entitled to
receive all or a portion of this amount.  Initial and variation  margin payments
do not  constitute  purchasing  securities  on margin for purposes of the Fund's
investment  limitations.  In the event of the  bankruptcy  of the FCM that holds
margin on behalf of a Fund, the Fund may be entitled to return of margin owed to
it only in  proportion  to the amount  received  by the FCM's  other  customers,
potentially resulting in losses to the Fund.

         Loans of Portfolio  Securities.  Each Fund may make short and long term
loans of its portfolio  securities.  Under the lending policy  authorized by the
Board of  Trustees  and  implemented  by the  Adviser in response to requests of
broker-dealers or institutional investors which the Adviser deems qualified, the
borrower  must  agree  to  maintain  collateral,  in the  form  of  cash or U.S.
government  obligations,  with  the Fund on a daily  mark-to-market  basis in an
amount at least  equal to 100% of the value of the loaned  securities.  The Fund
will continue to receive  dividends or interest on the loaned securities and may
terminate such loans at any time or reacquire such securities in time to vote on
any matter which the Board of Trustees determines to be important.  With respect
to loans of  securities,  there is the risk that the borrower may fail to return
the loaned securities or that the borrower may not be able to provide additional
collateral.  No loan of securities  will be made if, as a result,  the aggregate
amount of such loans would exceed 5% of the value of the Fund's total assets.

Portfolio Turnover

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


INVESTMENT LIMITATIONS

         Fundamental.  The  investment  limitations  described  below  have been
adopted   by  the  Trust  with   respect  to  each  Fund  and  are   fundamental
("Fundamental"), i.e., they may not be changed without the affirmative vote of a
majority of the  outstanding  shares of each Fund. As used in the Prospectus and
the Statement of Additional Information,  the term "majority" of the outstanding
shares of the Fund means the lesser of (1) 67% or more of the outstanding shares
of the  Fund  present  at a  meeting,  if the  holders  of more  than 50% of the
outstanding  shares of the Fund are present or represented  at such meeting;  or
(2) more  than 50% of the  outstanding  shares  of the  Fund.  Other  investment
practices which may be changed by the Board of Trustees  without the approval of
shareholders to the extent permitted by applicable law, regulation or regulatory
policy are considered non-fundamental ("Non-Fundamental").

         1. Borrowing Money. The Funds will not borrow money,  except (a) from a
bank,  provided that immediately after such borrowing there is an asset coverage
of 300% for all  borrowings of the Fund; or (b) from a bank or other persons for
temporary  purposes  only,  provided that such  temporary  borrowings  are in an
amount  not  exceeding  5% of the  Fund's  total  assets  at the  time  when the
borrowing is made. This limitation does not preclude the Fund from entering into
reverse repurchase transactions, provided that the Fund has an asset coverage of
300% for all  borrowings  and  repurchase  commitments  of the Fund  pursuant to
reverse repurchase transactions.

         2. Senior Securities. The Funds will not issue senior securities.  This
limitation is not  applicable  to  activities  that may be deemed to involve the
issuance  or sale of a senior  security  by the Fund,  provided  that the Fund's
engagement in such  activities is consistent with or permitted by the Investment
Company  Act  of  1940,  as  amended,  the  rules  and  regulations  promulgated
thereunder or interpretations  of the Securities and Exchange  Commission or its
staff.

         3.  Underwriting.  The Funds will not act as  underwriter of securities
issued by other persons.  This  limitation is not applicable to the extent that,
in connection with the disposition of portfolio securities (including restricted
securities),  the  Fund may be  deemed  an  underwriter  under  certain  federal
securities laws.

         4. Real Estate.  The Funds will not purchase or sell real estate.  This
limitation is not applicable to investments in marketable  securities  which are
secured by or  represent  interests  in real estate.  This  limitation  does not
preclude the Fund from investing in mortgage-related  securities or investing in
companies engaged in the real estate business or that have a significant portion
of their assets in real estate (including real estate investment trusts).

         5. Commodities.  The Funds will not purchase or sell commodities unless
acquired as a result of  ownership  of  securities  or other  investments.  This
limitation  does not preclude  the Fund from  purchasing  or selling  options or
futures  contracts,  from investing in securities or other instruments backed by
commodities  or from  investing in companies  which are engaged in a commodities
business or have a significant portion of their assets in commodities.

         6. Loans. The Funds will not make loans to other persons, except (a) by
loaning portfolio securities,  (b) by engaging in repurchase agreements,  or (c)
by  purchasing  nonpublicly  offered  debt  securities.  For  purposes  of  this
limitation,  the term "loans"  shall not include the purchase of a portion of an
issue of publicly distributed bonds, debentures or other securities.

         7.  Concentration.  No Fund will invest 25% or more of its total assets
in a particular  industry,  except the Select  Internet Fund,  which will invest
more than 25% of its total assets in the Internet industry,  and the Select REIT
Index  Fund,  which will  invest  more than 25% of its total  assets in the real
estate industry. This limitation is not applicable to investments in obligations
issued or guaranteed by the U.S. government,  its agencies and instrumentalities
or repurchase agreements with respect thereto.

         With  respect  to the  percentages  adopted  by the  Trust  as  maximum
limitations  on its  investment  policies and  limitations,  an excess above the
fixed percentage will not be a violation of the policy or limitation  unless the
excess results  immediately and directly from the acquisition of any security or
the action taken.  This  paragraph  does not apply to the  borrowing  policy set
forth in paragraph 1 above.

         Notwithstanding  any  of  the  foregoing  limitations,  any  investment
company, whether organized as a trust, association or corporation, or a personal
holding  company,  may be merged or consolidated  with or acquired by the Trust,
provided  that  if such  merger,  consolidation  or  acquisition  results  in an
investment in the securities of any issuer  prohibited by said  paragraphs,  the
Trust  shall,  within  ninety  days  after  the  consummation  of  such  merger,
consolidation or acquisition, dispose of all of the securities of such issuer so
acquired or such  portion  thereof as shall bring the total  investment  therein
within  the  limitations  imposed  by said  paragraphs  above  as of the date of
consummation.

         Non-Fundamental.  The  following  limitations  have been adopted by the
Trust  with  respect  to each  Fund  and are  Non-Fundamental  (see  "Investment
Restrictions" above).

         1. Pledging. The Funds will not mortgage, pledge, hypothecate or in any
manner transfer, as security for indebtedness,  any assets of the Fund except as
may be necessary in  connection  with  borrowings  described in  limitation  (1)
above. Margin deposits,  security interests,  liens and collateral  arrangements
with respect to transactions involving options,  futures contracts,  short sales
and other permitted  investments and techniques are not deemed to be a mortgage,
pledge or hypothecation of assets for purposes of this limitation.

         2.  Borrowing.  No Fund will  purchase  any security  while  borrowings
(including  reverse  repurchase  agreements)  representing  more than 33% of its
total assets are outstanding.

         3. Margin Purchases.  No Fund will purchase  securities or evidences of
interest  thereon on "margin."  This  limitation is not applicable to short term
credit obtained by a Fund for the clearance of purchases and sales or redemption
of  securities,  or to  arrangements  with  respect  to  transactions  involving
options,  futures  contracts,  short sales and other  permitted  investments and
techniques.

         4.  Options.  No Fund will  purchase  or sell puts,  calls,  options or
straddles  except  as  described  in the  Funds'  Prospectus  and  Statement  of
Additional Information.

         5. Illiquid  Investments.  No Fund will invest more than 15% of its net
assets in securities  for which there are legal or contractual  restrictions  on
resale and other illiquid securities.

         6.  Loans  of  Portfolio  Securities.  Each  Fund  may  lend  portfolio
securities    up   to   5%   of    the    value    of    its    total    assets.



MANAGEMENT OF THE TRUST

Trustees and Officers of the Trust

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

<TABLE>
<S>                                           <C>   

============================================= ==============================================================================
NAME, ADDRESS AND AGE                         POSITIONS WITH THE TRUST AND PRINCIPAL OCCUPATION
============================================= ==============================================================================
* Timothy L. Ashburn (48)                     Trustee (Chairman of the Board) and President of the Trust and of the Star
431 N. Pennsylvania St.                       Select Funds; Chairman of the Board and President, Unified Investment
Indianapolis, IN 46204                        Advisers, Inc. (December 1994 to present); Chairman of the Board, Unified
                                              Corporation,   Unified  Management Corporation   and   Unified   Fund
                                              Services,  Inc.  (December 1989 to present);  Trust Division  Manager
                                              and  Senior  Trust  Officer,  Vine Street Trust Company (July 1991 to
                                              April 1994).
============================================= ==============================================================================
David Bottoms (59)                            Trustee of the Trust; President and Chief Executive Officer, Fiduciary
30 Wall Street                                Management Corporation (August 1997 to present); President and Chief
New York, NY 10005                            Executive Officer, Assets Corporation (August 1997 to present); Vice
                                              President, CFA Asset (August 1997 to present); President, Laidlaw Holdings
                                              Asset Management (1992 through August 1997); Chief Executive Officer and
                                              Chief Investment Officer, Howe Rustling (a broker/dealer) (January 1996 to
                                              November 1996).
============================================= ==============================================================================
Daniel J. Condon (48)                         Trustee of the Trust and of the Star Select Funds; Vice President and
101 Carley Court                              Officer, International Crankshaft, Inc. (1990 to present); General Manager,
Georgetown, KY 40324                          Van Leer Container, Inc. (1998 to 1990).
============================================= ==============================================================================
Philip L. Conover (52)                        Trustee of the Trust and of the Star Select Funds; Private Investor and
8218 Cypress Hollow                           Financial Consultant; Adjunct Professor of Finance, University of South
Sarasota, FL  34238                           Florida (August 1994 to present); Managing Director and Chief Operating
                                              Officer,   Federal  Housing  Board (November  1990  to  April  1994);
                                              President and CEO,  Trustcorp Bank (February 1989 to November 1990).
============================================= ==============================================================================
John Hinkel (44)                              Trustee of the Trust; Partner, Fowler Measle & Bell (1986 to present).
300 W. Vine St.
Lexington, KY 40507
============================================= ==============================================================================
David E. LaBelle (49)                         Trustee of the Trust and of the Star Select Funds; Vice President of
5005 LBJ Freeway                              Compensation Benefits, Occidental Chemical Corporation (May 1993 to
Dallas, TX  76092                             present); Vice President Human Resources, Island Creek Coal Company (A
                                              subsidiary of Occidental Petroleum)(June 1990 to April 1993); Director    
                                              of Human Resources, Occidental Chemical Corporation  (March  1989  to  May
                                              1990).
============================================= ==============================================================================
Thomas G. Napurano (57)                       Treasurer of the Trust and of the Star Select Funds; Chief Financial
431 N. Pennsylvania St.                       Officer, Unified Investment Advisers, Inc. (January 1995 to Present); Senior
Indianapolis, IN  46204                       Vice President and Chief Financial Officer of Unified Financial Services,
                                              Unified Management Corporation and Unified Fund Services, Inc.
============================================= ==============================================================================
Carol Highsmith (34)                          Secretary of the Trust and of the Star Select Funds; Secretary of Unified
431 N. Pennsylvania St.                       Financial Services, Inc. and Unified Investment Advisers, Inc. (October 1996
Indianapolis, IN 46204                        to present); employed by Unified Fund Services, Inc. (November 1994 to
                                              present).
============================================= ==============================================================================
</TABLE>

         No executive officer of the Trust receives  compensation from the Trust
in excess of $60,000,  and no Trustee or executive officer of the Trust receives
any  pension or  retirement  benefits  from the Trust.  The table sets forth the
compensation received by each Trustee during the fiscal year ended September 30,
1998, all of which  consists of meeting fees.  During the period from October 1,
1997 through  February 2, 1998, the  compensation  was paid by The Vintage Funds
(the predecessor entity to the Trust).  During the remainder of the fiscal year,
the Adviser paid the Trustees' compensation.


Name of Trustee                                       Total Compensation

Timothy L. Ashburn                                            $0
David Bottoms                                                 $7200
Daniel J. Condon                                              $10000
Philip L. Conover                                             $10000
John Hinkel                                                   $9600
David E. LaBelle                                              $10000




INVESTMENT ADVISORY ARRANGEMENTS

Investment Adviser

         The Trust's  investment adviser is Unified  Investment  Advisers,  Inc.
(the "Adviser").  Timothy L. Ashburn, Chairman of the Board and President of the
Trust, is the Chairman of the Board and Chief Executive  Officer of the Adviser.
Thomas G. Napurano,  Treasurer of the Trust, is the Executive Vice President and
Chief Financial  Officer of the Adviser.  Carol J.  Highsmith,  Secretary of the
Trust, is Secretary of the Adviser.

         Under  the  terms of the  advisory  agreement  (the  "Agreement"),  the
Adviser retains the right to use the name "Unified",  in connection with another
investment  company or  business  enterprise  with  which the  Adviser is or may
become  associated.  The Trust's right to use the name  "Unified"  automatically
ceases  ninety days after  termination  of the Agreement and may be withdrawn by
the Adviser on ninety days written notice.

         The Adviser may make payments to banks or other financial  institutions
that provide  shareholder  services and  administer  shareholder  accounts.  The
Glass-Steagall   Act   prohibits   banks  from   engaging  in  the  business  of
underwriting,  selling or  distributing  securities.  Although the scope of this
prohibition  under the  Glass-Steagall  Act has not been clearly  defined by the
courts or appropriate regulatory agencies, management of the Funds believes that
the  Glass-Steagall Act should not preclude a bank from providing such services.
However, state securities laws on this issue may differ from the interpretations
of federal law  expressed  herein and banks and  financial  institutions  may be
required to register as dealers pursuant to state law. If a bank were prohibited
from  continuing  to perform all or a part of such  services,  management of the
Funds  believes  that  there  would be no  material  impact  on the Funds or its
shareholders.  Banks may charge their customers fees for offering these services
to the extent permitted by applicable  regulatory  authorities,  and the overall
return to those  shareholders  availing  themselves of the bank services will be
lower  than to those  shareholders  who do not.  The Funds may from time to time
purchase  securities  issued by banks which provide such services;  however,  in
selecting  investments  for the  Funds,  no  preference  will be shown  for such
securities.

BROKERAGE TRANSACTIONS

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

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

         Research  services  provided  by brokers  may be used by the Adviser in
advising  the Funds and other  clients.  To the  extent  that  receipt  of these
services may supplant  services for which the Adviser might otherwise have paid,
it would tend to reduce their expenses.


PURCHASE AND REDEMPTION

Terms of Purchase

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

Reopening an Account

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

Brokers

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

Redemption in Kind

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

Suspension of Redemptions

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


DETERMINATION OF NET ASSET VALUE

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

Valuation of Portfolio Securities

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


TAX STATUS

Status of the Funds

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

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

 o   invest in securities within certain statutory limits; and

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

Shareholders' Tax Status

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

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

Capital Gains

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

Foreign Taxes

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


PERFORMANCE INFORMATION

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

Total Return

         "Average  annual  total  return,"  as  defined  by the  Securities  and
Exchange Commission,  is computed by finding the average annual compounded rates
of return (over the one and five year periods and the period from initial public
offering  through the end of a Fund's most recent fiscal year) that would equate
the initial amount  invested to the ending  redeemable  value,  according to the
following formula:

                                    P(1+T)n = ERV

Where:            P =      a hypothetical $1,000 initial investment
                  T =      average annual total return
                  n =      number of years
                ERV =      ending  redeemable value at the end of
                           the  applicable  period of the  hypothetical
                           $1,000  investment  made at the beginning of
                           the applicable period.

The computation  assumes that all dividends and  distributions are reinvested at
the net asset  value on the  reinvestment  dates and that a complete  redemption
occurs at the end of the applicable period.

Yield

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

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

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

Performance Comparisons

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

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

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

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

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


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

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

         Unified  Fund  Services,  Inc.,  P.O. Box 6110,  Indianapolis,  Indiana
46206-6110,  acts as the transfer agent, fund accounting agent and administrator
for the Trust (the "Transfer  Agent").  The Transfer Agent maintains the records
of each shareholder's account,  answers shareholders' inquiries concerning their
accounts,  processes  purchases and redemptions of shares,  acts as dividend and
distribution  disbursing  agent and performs other  accounting  and  shareholder
service  functions.  The Transfer Agent provides the Trust with certain  monthly
reports,  record-keeping and other management-related services. For its services
the Transfer  Agent receives a monthly fee at an annual rate of 0.12% of the net
assets of each Fund. The Transfer Agent and Unified  Management  Corporation are
both wholly owned subsidiaries of Unified Financial Services, Inc.

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

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







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