UNIFIED FUNDS /IN, 485APOS, 1999-11-30

UNIFIED FUNDS /IN
485APOS, 1999-11-30

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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /

Pre-Effective Amendment No. / /

Post-Effective Amendment No. 13 /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT / /
OF 1940

Amendment No. 15 /X/

(Check appropriate box or boxes.)

The Unified Funds - File Nos. 33-89078 and 811-8968
---------------------------------------------------
(Exact Name of Registrant as Specified in Charter

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

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

Timothy L. Ashburn, Unified Investment Advisers, Inc., 431 North
Pennsylvania Street, Indianapolis, Indiana 46204
--------------------------------------------------
(Name and Address of Agent for Service)

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

Approximate date of proposed public offering: February 13, 1999

It is proposed that this filing will become effective:

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

If appropriate, check the following box:

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

THE UNIFIED FUNDS

[LOGO]

PROSPECTUS
February 1, 2000

The Starwood Strategic Fund
The First Lexington Balanced Fund
The Taxable Money Market Fund
The Select Money Market Fund
The Select Internet Fund
The Select 30 Index Fund
The Select 500 Index Fund
The Select 2000 Index Fund
The Select International Equity Index Fund
The Select REIT Index Fund
The Select Bond Index Fund

The Securities and Exchange Commission has not approved or disapproved these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

<PAGE>

Table of Contents

About the Funds
Investment Objectives
Principal Risks of Investing in the Fund
Is the Fund Right for You?
How the Fund has Performed

Fees and Expenses of the Funds

How to Invest in the Funds

How to Exchange Shares

How to Redeem Shares

Determination of Net Asset Value

Dividends, Distributions, and Taxes

Management of the Funds

Distribution Plan

Other Information about Investments

The V.O.I.C.E. Program

Financial Highlights

<PAGE>

ABOUT THE FUNDS

THE STARWOOD STRATEGIC FUND

Investment Objective

The investment objective of the Starwood Strategic Fund is growth of
capital.

Principal Strategies

The Fund invests primarily in a diversified portfolio of equity
securities of seasoned, financially strong growth companies. Under normal
circumstances, the Fund's assets will consist primarily of common stocks that
are issued by companies which the Fund's investment adviser believes have the
following characteristics:

o an above-average growth rate;
o leading products or dominant marketing systems;
o at least five years' operating history;
o annual revenues of at least $200 million;
o market capitalization of at least $300 million; and
o attractive share prices relative to potential growth in earnings, cash
flow or assets.

Principal Risks of Investing in the Fund

o Management Risk. The adviser's growth-oriented approach may fail to
produce the intended results.
o Company Risk. The value of the Fund may decrease in response to the
activities and financial prospects of an individual company in the
Fund's portfolio. The value of an individual company can be more
volatile than the market as a whole.
o Market Risk. Overall stock market risks may also affect the value of
the Fund. Factors such as domestic economic growth and market
conditions, interest rate levels, and political events affect the
securities markets.
o Volatility Risk. Common stocks tend to be more volatile than other
investment choices.
o The Fund is not a complete investment program.
o An investment in the Fund is not a deposit of any bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
o As with any mutual fund investment, the Fund's returns will vary and
you could lose money.

Is the Fund Right for You?

The Fund may be a suitable investment for:

o Long-term investors seeking a fund with a growth investment
strategy
o Investors willing to accept price fluctuations in their investment
o Investors who can tolerate the risks associated with common stock
investments

How the Fund has Performed

The chart and table below show the variability of the Fund's returns,
which is one indicator of the risks of investing in the Fund. The bar chart
shows changes in the Fund's returns from year to year since the Fund's
inception. The table shows how the Fund's average annual total returns over time
compare to those of a broad-based securities market index. Of course, the Fund's
past performance is not necessarily an indication of its future performance.

Annual Total Returns as of December 31 of each Year*

[Insert bar chart with points for 1997, 1998, 1999]
[1996? - Fund started in 1995, but did not invest in
accordance with its investment objective until 4/4/96]

Average Annual Total Returns for the periods ended 12/31/99

1 Year Since Inception (4/4/96)
The Fund
S&P 500 Index

During the period shown, the highest return for a calendar quarter was
___ % in the ___ quarter of 19__, and the lowest return was ____% in the ____
quarter of 19__.

THE FIRST LEXINGTON BALANCED FUND

Investment Objective

The investment objective of The First Lexington Balanced Fund is long
term growth of capital and current income.

Principal Strategies

The Fund invests primarily in a diversified portfolio of other no-load
mutual funds that invest in one of the following six financial asset classes:
(1) S&P 500 common stocks, (2) smaller capitalized stocks as represented by the
Wilshire 4500 Index, (3) international stocks as represented by the Morgan
Stanley EAFE Index, (4) real estate investment trusts as represented by the
Morgan Stanley REIT Index, (5) cash equivalents, and (6) long-term investment
rated corporate and government bonds as represented by the Sheerson-Lehman
Government/Corporate Bond Index. The mutual funds in which the Fund invests will
own a sufficient number of the securities of the relevant index to be
representative of the index.

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

At least 25% of the Fund's assets will consist of fixed income
securities, including repurchase agreements and mutual funds that invest in
fixed income securities.

Principal Risks of Investing in the Fund

o Management Risk. The principal risk of investing in the Fund is that
the sub-adviser's asset allocation strategy will not be successful. If
the sub-adviser increases the Fund's participation in asset classes
which underperform the market as a whole, the performance of the Fund
will be lower than if the sub-adviser had allocated the portfolio
differently.
o Higher Expenses. The Fund will indirectly bear its proportionate share
of any fees and expenses paid by funds in which it invests in addition
to the fees and expenses payable directly by the Fund. Therefore, the
Fund will incur higher expenses, many of which may be duplicative.
o Differing Investment Policies. The mutual funds purchased by the Fund
will likely have certain investment policies, and use certain
investment practices that are different from those of the Fund and not
described in this prospectus. These other policies and practices may
subject the other funds' assets to varying or greater degrees of risk.
If the Fund disagrees with the investment policies or practices of a
mutual fund in which it invests, the Fund may have no choice other than
to liquidate its investment, which could entail losses.
o Market Risk. Overall stock market risks may also affect the value of
the Fund. Factors such as domestic economic growth and market
conditions, interest rate levels, and political events affect the
securities markets.
o Interest Rate Risk. The value of the Fund's assets invested in fixed
income securities will decrease when interest rates rise.
o The Fund is not a complete investment program.
o An investment in the Fund is not a deposit of any bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
o As with any mutual fund investment, the Fund's returns will vary and
you could lose money.

Is the Fund Right for You?

The Fund may be a suitable investment for:

o Long-term investors seeking a fund with a growth and income
investment strategy
o Investors willing to accept price fluctuations in their investment
o Investors seeking to diversity their holdings among different asset
classes

How the Fund has Performed

Annual Total Returns as of December 31 of each Year

[Insert bar chart with points for 1998, 1999]
[1996 & 1997? - The Fund started in 1995 as the Municipal
Fixed Income Fund, but did not invest in accordance with
its investment objective until 3/13/97]

Average Annual Total Returns for the periods ended 12/31/99

1 Year Since Inception (3/13/97)
The Fund
S&P 500 Index

During the period shown, the highest return for a calendar quarter was
___ % in the ___ quarter of 19__, and the lowest return was ____% in the ____
quarter of 19__.

THE TAXABLE MONEY MARKET FUND

Investment Objective

The investment objective of the Taxable Money Market Fund is a high
level of current income consistent with the preservation of capital and
maintenance of liquidity.

Principal Strategies

The Fund invests primarily in a diversified portfolio of high quality,
short-term money market instruments that present minimal credit risks, as
determined by the Fund's investment adviser. The Fund intends to maintain a
constant net asset value of $1.00 per share, and a dollar-weighted average
portfolio maturity of 90 days or less. The Fund's investments principally
include:

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 instrumentalites
o short-term corporate debt instruments (including commercial paper
and variable rate demand notes) which mature in 270 days or less
o repurchase agreements collateralized by eligible investments
o money market funds

Principal Risks of Investing in the Fund

o An investment in the Fund is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency.
o Although the Fund seeks to preserve the value of your investment
at $1.00 per share, it is possible to lose money by investing in
the Fund.
o Interest Rate Risk. A money market fund's yield changes as current
interest rates change. When interest rates are low, the fund's yield
(and total return) will also be low.
o Credit Risk. The issuer of a security in the Funds' portfolio may
default on its payment obligation, which could cause the Fund's share
price or yield to fall. The Fund could also be negatively affected if
investors lose confidence in the issuer's ability to pay back its debt.
o Government Risk. It is possible that the U.S. Government would not
provide financial support to its agencies or instrumentalities if it
were not required to do so by law. If a U.S. Government agency or
instrumentality in which the Fund invests defaults and the U.S.
Government does not stand behind the obligation, the Fund's share price
or yield could fall.
o Management Risk. The Fund's emphasis on quality and stability could
cause it to underperform as compared to money market funds that take
greater maturity and credit risks.
o The Fund is not a complete investment program.

Is the Fund Right for You?

The Fund may be a suitable investment for:

o Investors seeking current income, preservation of capital, and
liquidity
o Investors who do not want price fluctuation in their investment

How the Fund has Performed

Annual Total Returns as of December 31 of each Year

[Insert bar chart with points for 1996, 1997, 1998, 1999]

Average Annual Total Returns for the periods ending 12/31/99

1 Year Since Inception (6/2/95)
The Fund

7-day Yield (12/31/99)

During the period shown, the highest return for a calendar quarter was
___ % in the ___ quarter of 19__, and the lowest return was ____% in the ____
quarter of 19__.

THE SELECT MONEY MARKET FUND

Investment Objective

The investment objective of the Select Money Market Fund is current
income consistent with the preservation of capital and maintenance of liquidity.

Principal Strategies

The Fund invests primarily in a diversified portfolio of money market
mutual funds that meet three basic criteria:

o expense ratios less than 0.50%,
o upper quartile yield, and
o 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 principally in other money market mutual funds, but the Fund may
also invest directly 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 repurchase agreements collateralized by eligible investments

Principal Risks of Investing in the Fund

o An investment in the Fund is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency.
o Although the Fund seeks to preserve the value of your investment
at $1.00 per share, it is possible to lose money by investing in
the Fund.
o Interest Rate Risk. A money market fund's yield changes as current
interest rates change. When interest rates are low, the fund's yield
(and total return) will also be low.
o Credit Risk. The issuer of a security in the Fund's portfolio or in the
portfolios of the funds in which the Fund invests may default on its
payment obligation, which could cause the Fund's share price or yield
to fall. The Fund could also be negatively affected in investors lose
confidence in the issuer's ability to pay back its debt.
o Government Risk. It is possible that the U.S. Government would not
provide financial support to its agencies or instrumentalities if it
were not required to do so by law. If a U.S. Government agency or
instrumentality in which the Fund invests defaults and the U.S.
Government does not stand behind the obligation, the Fund's share price
or yield could fall.
o Higher Expenses. The Fund will indirectly bear its proportionate share
of any fees and expenses paid by funds in which it invests in addition
to the fess and expenses payable directly by the Fund. Therefore, the
Fund will incur higher expenses, many of which may be duplicative.
o The Fund is not a complete investment program.

Is the Fund Right for You?

The Fund may be a suitable investment for:

o Investors seeking current income, preservation of capital, and
liquidity
o Investors who do not want price fluctuation in their investment

<PAGE>

How the Fund has Performed

Although past performance of a fund is no guarantee of how it will
perform in the future, historical performance may give you some indication of
the risk of investing in the fund because it demonstrates how its returns have
varied over time. The past performance information that would otherwise appear
in this prospectus has been omitted because the Fund is recently organized and
has a limited performance history.

THE SELECT INTERNET FUND

Investment Objective

The investment objective of the Select Internet Fund is long term
capital appreciation.

Principal Strategies

The Fund will invest at least 65% of its assets 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. 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.

Principal Risks of Investing in the Fund

o Management Risk. The adviser's strategy to invest in Internet
companies may fail to produce the intended results.
o Company Risk. The value of the Fund may decrease in response to the
activities and financial prospects of an individual company in the
Fund's portfolio. The value of an individual company can be more
volatile than the market as a whole.
o Market Risk. Overall stock market risks may also affect the value of
the Fund. Factors such as domestic economic growth and market
conditions, interest rate levels, and political events affect the
securities markets.
o Internet Concentration Risk. Your investment in the Fund is
subject to special risks because the Fund concentrates its
investments in Internet companies. Internet companies are subject
to competitive pressures and changing demands that may
have a significant effect on the financial condition of Internet
companies. Changes in governmental policies, such as telephone and
cable regulations and anti-trust enforcement, may have a material
effect on the products and services of these companies. In addition,
the rate of technological change is generally higher than other
companies, often requiring extensive and sustained investment in
research and development, and exposing such companies to the risk of
rapid product obsolescence. It is likely that some of today's public
Internet companies will not exist in the future. The price of many
Internet stocks has risen based on projections of future earnings
and company growth. If a company does not perform as expected, the
of the stock could decline significantly. Many Internet companies are
currently operating at a loss and may never be profitable.
o Volatility Risk. Common stocks of Internet companies tend to be more
volatile than other investment choices. Because of its narrow focus,
the Fund's performance is closely tied to any factors which may affect
Internet companies and, as a result, is more likely to fluctuate than a
fund that is invested in a broader range of companies.
o Smaller Company Risk. The stocks of smaller sized companies are subject
to certain risks, including: possible dependence on a limited product
line, market, financial resources or management group; less frequent
trading and trading with smaller volume than larger stocks, which may
make it difficult for the Fund to buy or sell the stocks, and greater
fluctuation in value than larger, more established company stocks.
o The Fund is not a complete investment program.
o An investment in the Fund is not a deposit of any bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
o As with any mutual fund investment, the Fund's returns will vary and
you could lose money.

Is the Fund Right for You?

The Fund may be a suitable investment for:

o Long-term investors seeking to diversity into Internet securities
o Investors willing to accept significant price fluctuations in their
investment
o Investors who can tolerate the greater risks associated with Internet
investments

How the Fund has Performed

THE UNIFIED SELECT INDEX SERIES FUNDS

The Select 30 Index Fund, the Select 500 Index Fund, the Select 2000
Index Fund, the Select International Index Equity Index Fund, the Select REIT
Index Fund, and the Select Bond Index Fund are index funds. An index is a group
of securities whose overall performance is used as a standard to measure
investment performance. Index funds are not actively managed by investment
advisers 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 the target index by holding either all, or a representative
sample, of the securities in the index. Unlike an index, an index fund has
operating expenses. This means that 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.

Why does indexing appeal to many investors?

o Simplicity. Indexing is a straight-forward market-matching strategy.
o Diversification. Indexes generally cover a wide variety of companies
and industries.
o Predictability. An index portfolio is expected to move in the same
direction -up or down - as its target index.
o Low Cost. Index funds do not have many of the expenses of an actively
managed fund, such as research, and keep trading activity and brokerage
commissions to a minimum.
o Low Realization of Capital Gains. Because an index fund typically sells
securities only to respond to redemption requests or to adjust the
number of shares it holds to reflect a change in its target index, the
fund's turnover rate, and thus its realization of capital gains, is
usually very low.

The Unified Select Index Series includes the following funds. Each fund
attempts to track the relative index listed below.

---------------------------------------------------- ---------------------------------------------------
Fund Relevant Index
---------------------------------------------------- ---------------------------------------------------
Select 30 Index Fund Dow Jones Industrial Average
---------------------------------------------------- ---------------------------------------------------
Select 500 Index Fund S&P 500
---------------------------------------------------- ---------------------------------------------------
Select 2000 Index Fund Russell 2000
---------------------------------------------------- ---------------------------------------------------
Select International Equity Index Fund Morgan Stanley EAFE
---------------------------------------------------- ---------------------------------------------------
Select REIT Index Fund Morgan Stanley REIT Index
---------------------------------------------------- ---------------------------------------------------
Select Bond Index Fund Lehman Brothers Aggregate Bond Index
---------------------------------------------------- ---------------------------------------------------
</TABLE>

Sampling. As a principal strategy, each of the Index Funds (except the
Select 30 Index Fund) may select stocks through a "sampling" technique. Using
this technique, 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 differences develop,
the Fund is rebalanced to bring it in line with the index.

THE SELECT 30 INDEX FUND

Investment Objective

The investment objective of the Select 30 Index Fund is to track the
performance of the Dow Jones Industrial Average ("DJIA"), which is made up of
the stocks of 30 companies.

Principal Strategies

The Fund uses a passive management strategy. The Fund invests
principally in the 30 companies that comprise the DJIA. The DJIA is an average
of the stock prices of 30 top U.S. industrial corporations. It is popularly
viewed as the principal stock market indicator and a barometer of investor
confidence. The companies included in the DJIA generally have the following
characteristics:

o large market capitalization (in excess of $1.0 billion),
o an established history of earnings and dividend payments,
o a large number of publicly held shares,
o high trading volume, and
o a high degree of liquidity.

The Fund generally invests more than 95% of its total assets in the common
stock of the 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.

Principal Risks of Investing in the Fund

Is the Fund Right for You?

The Fund may be a suitable investment for:

o Long-term investors seeking to match the performance of the Dow
Jones Industrial Average
o Investors willing to accept price fluctuations in their investment
o Investors who can tolerate the risks associated with common stock
investments

How the Fund has Performed

THE SELECT 500 INDEX FUND

Investment Objective

The investment objective of the Select 500 Index Fund is to track the
performance of the Standard & Poor's 500 Composite Stock Price Index, ("S&P
500"), which emphasizes stocks of large U.S. companies.

Principal Strategies

The Fund uses a passive management strategy. The Fund invests
principally in the companies that comprise the S&P 500. 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.

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. Initially, and from time to time, the fund will
invest in other index mutual funds that attempt to replicate the S&P 500.

Principal Risks of Investing in the Fund

Is the Fund Right for You?

The Fund may be a suitable investment for:

o Long-term investors seeking to match the performance of the S&P
500
o Investors willing to accept price fluctuations in their investment
o Investors who can tolerate the risks associated with common stock
investments

How the Fund has Performed

THE SELECT 2000 INDEX FUND

Investment Objective

The investment objective of the Select 2000 Index Fund is to track the
performance of the Russell 2000 Index, which is made up of stocks of small,
generally unseasoned U.S. companies.

Principal Strategies

The Fund uses a passive management strategy. The Fund invests
principally in the companies that comprise the Russell 2000 Index. The Russell
2000 is comprised of the 2000 smallest U.S. domiciled publicly traded common
stocks included in the Russell 3000 Index. The common stocks included in the
Russell 2000 make up approximately 10% of the U.S. equity market as measured by
market capitalization.

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. Initially, and from time to time, the Fund
will invest in other index mutual funds that attempt to replicate the Russell
2000.

Principal Risks of Investing in the Fund

The Fund may be a suitable investment for:

o Long-term investors seeking to match the performance of the Russell
2000 Index
o Investors willing to accept significant price fluctuations in their
investment
o Investors who can tolerate the greater risks associated with
investments in smaller companies

How the Fund has Performed

THE SELECT INTERNATIONAL EQUITY INDEX FUND

Investment Objective

The investment objective of the Select International Equity Index Fund
is to track the performance of the securities in the Morgan Stanley Capital
International Europe, Australia and Far East Index (the "EAFE").

Principal Strategies

The Fund uses a passive management strategy. The Fund invests
principally in the companies that comprise 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%.

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. The proportion of the Fund's assets invested in each
country will approximate the weight of each country in the EAFE. Initially, and
from time to time, the Fund will invest in other index mutual funds that attempt
to replicate the EAFE.

Principal Risks of Investing in the Fund

How the Fund has Performed

THE SELECT REIT INDEX FUND

Investment Objective

The investment objective of the Select REIT Index Fund is to track the
performance of the Morgan Stanley REIT Index, which is made up of stocks issued
by real estate investment trusts ("REITs").

Principal Strategies

The Fund uses a passive management strategy. The Fund invests
principally in the stocks that comprise the Morgan Stanley REIT Index. The REIT
Index is a benchmark of U.S. property trusts, and is made up of stocks issued by
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.

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

Principal Risks of Investing in the Fund

o Higher Expenses. The Fund will indirectly bear its proportionate share
of any fees and expenses paid by funds in which it invests in addition
to the fees and expenses payable directly by the Fund. Therefore, the
Fund will incur higher expenses, many of which may be duplicative.
o Market Risk. Overall stock market risks may also affect the value of
the Fund. Factors such as domestic economic growth and market
conditions, interest rate levels, and political events affect the
securities markets.
o Volatility Risk. Common stocks tend to be more volatile than other
investment choices.
o Sampling Risk. To the extent the Fund utilizes a sampling technique,
the Fund may not be successful in replicating the performance of
the relevant index.
o Real Estate Concentration Risk. Your investment in the Fund is
subject to special risks because the Fund concentrates its
investments in the real estate industry. Economic, legislative or
regulatory developments may occur which significantly affect the
entire real estate 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. Because
of the Fund's strategy to concentrate in the real estate industry,
it may not perform as well as other mutual funds that do not
concentrate in only one industry.
o REIT Risks. 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. 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.
o Small and Medium Size Company Risk. The Fund may invest in the stocks
of small to medium size companies. Small and medium size companies
often have narrower markets and more limited managerial and financial
resources than larger, more established companies. As a result, their
performance can be more volatile and they face greater risk of business
failure. The trading volume of small and medium size companies is
normally less than that of larger companies and, therefore, may
disproportionately affect their market price, tending to make them fall
more in response to selling pressure than is the case with larger
companies. These factors could negatively affect the price of the stock
and reduce the value of the Fund.
o Liquidity Risk. Many REITs are smaller in size and therefore are
subject to liquidity risk. Liquidity risk is the risk that certain
securities may be difficult or impossible to sell at the time and price
that the investment adviser would like to sell. The adviser may have to
lower the price, sell other securities instead or forego an investment
opportunity, any of which could have a negative effect on Fund
management or performance.
o The Fund is not a complete investment program.
o An investment in the Fund is not a deposit of any bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
o As with any mutual fund investment, the Fund's returns will vary and
you could lose money.

Is the Fund Right for You?

The Fund may be a suitable investment for:

o Long-term investors seeking to match the performance of the Morgan
Stanley REIT Index
o Investors willing to accept price fluctuations in their investment
o Investors who can tolerate the risks associated with real estate
investments

How the Fund has Performed

THE SELECT BOND INDEX FUND

Investment Objective

The investment objective of the Select Bond Index Fund is to track the
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.

Principal Strategies

The Fund uses a passive management strategy. The Fund invests
principally in issues which comprise the Bond Index. The four major classes of
investment grade fixed-income securities which comprise the Bond Index are: 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. The
Fund will attempt to duplicate the investment performance of the Bond Index by
buying a sampling of fixed income securities which the Adviser believes will
approximate the 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.

Principal Risks of Investing in the Fund

Is the Fund Right for You?

The Fund may be a suitable investment for:

o Long-term investors seeking to match the performance of the Lehman
Brothers Aggregate Bond Index
o Investors willing to accept price fluctuations in their investment
o Investors seeking to diversify their investments with bonds and
other fixed income securities o Investors willing to accept the risks
associated with fixed-income investments
o Investors seeking higher potential returns than a money market fund

How the Fund has Performed

FEES AND EXPENSES OF THE FUNDS

This table describes the fees and expenses that you may pay if you buy
and hold shares of the Funds.

Shareholder Fees (fees paid directly from your investment)1
Maximum Sales Charge (Load) Imposed on Purchases...................None
Maximum Deferred Sales Charge (Load)...............................None
Redemption Fee.....................................................None
1Processing organizations may impose transactional fees on shareholders.

Annual Fund Operating Expenses (expenses that are deducted from fund assets)

Management Distribution Servicing Other Total Annual Fund
Fund Fees (12b-1) Fees Fees Expenses Operating Expenses

Starwood Strategic(1) .25% .10% .15% None .50%
First Lexington Balanced(1) .25% .10% .15% None .50%
Taxable Money Market .90% .10% .15% None 1.15%
Select 30 Index .35% None None None .35%
Select 500 Index .35% None None None .35%
Select 2000 Index .35% None None None .35%
Select International Equity Index .35% None None None .35%
Select REIT Index .35% None None None .35%
Select Bond Index .35% None None None .35%
Select Internet .35% None None None .35%
Select Money Market .35% None None None .35%

(1) Expenses for the Starwood Strategic Fund and the First Lexington Balanced
Fund have been restated to reflect current expense levels. During the prior
fiscal year, the expenses were higher.

[NEED TO UPDATE WITH CURRENT FEE INFORMATION]
</TABLE>

Expense Example:

This example is intended to help you compare the cost of investing in the Funds
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Funds for the time periods indicated and then redeem all
of your shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the Funds' operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:

Fund 1 Year 3 Years 5 Years 10 Years
---- ------ ------- ------- --------

Starwood Strategic
First Lexington Balanced
Taxable Money Market
Select 30 Index
Select 500 Index
Select 2000 Index
Select International Equity Index
Select REIT Index
Select Bond Index
Select Internet
Select Money Market
</TABLE>

HOW TO INVEST IN THE FUNDS

The minimum initial investment in each Fund is $1,000 ($500 for IRA
accounts) and minimum subsequent investments are $100, or $50 for an IRA.

Initial Purchase

By Mail - You may purchase shares of the Funds by completing and
signing the investment application form. (Be sure to specify the name of the
Fund(s) in which you are investing) Mail the application, in proper form,
together with a check made payable to each Fund specified in the application, to
the P.O. Box address listed below. If you prefer to use overnight delivery, use
the overnight address listed below:

U.S. Mail: The Unified Funds Overnight: The Unified Funds
c/o Unified Fund Services, Inc. c/o Unified Fund Services, Inc.
P.O. Box 6110 431 N. Pennsylvania St.
Indianapolis, IN 46206-6110 Indianapolis, IN 46204
</TABLE>

By Wire - You may also purchase shares of the Funds by wiring federal
funds from your bank, which may charge you a fee for doing so. To wire money,
you must call the Transfer Agent at 1-800-408-4682 to set up your account and
obtain an account number. You should be prepared at that time to provide the
information on the application by facsimile. Then, provide your bank with the
following information for purposes of wiring your investment:

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)

You must mail a signed application to the Funds' Transfer Agent at the
above address in order to complete your initial wire purchase. Wire orders will
be accepted only on a day on which the Funds and the Custodian and the Transfer
Agent are open for business. A wire purchase will not be considered made until
the wired money is received and the purchase is accepted by the Funds. Any
delays which may occur in wiring money, including delays which may occur in
processing by the banks, are not the responsibility of the Funds or the Transfer
Agent. The Funds will not permit redemptions until the Transfer Agent receives
the application in proper form. There is no fee imposed by the Funds for the
receipt of wired funds, but financial institutions may charge a fee for wire
transfers.

Additional Investments

You may purchase additional shares of any of the Funds at any time, in
minimum amounts of $100 ($50 for an IRA), by mail, wire, automatic investment,
or telephone order.

o Each additional mail purchase request must contain your name, the name of
your account(s), your account number(s), and a check made payable to each
applicable Fund. Additional investments should be mailed to: The Unified
Funds, [Name of Fund], P.O. Box 640689, Cincinnati, Ohio 45264-0689. The
Funds will charge a $15 fee against a shareholder's account for any check
return for insufficient funds. The shareholder also will be responsible for
any losses suffered by the Trust as a result.
o A bank wire should be sent as outlined above.
o ACH (Automatic Clearing House) transactions should be established in
advance by contacting the Funds' Transfer Agent at 1-800-408-4682. Allow at
least two weeks for preparation before using ACH. 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 you by your employer or by the
Social Security Administration.
o After an account is open, additional shares may be purchased by telephone
order. Call theTransfer 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 a given day to purchase shares at that day's price. Orders must be for
$1,000 or more and may not be for an amount greater than twice the value of
your existing account. Payment by check or wire must be received within
three business days, or the order will be canceled and the shareholder will
be responsible for any resulting loss to the Fund. Payment for telephone
orders may NOT be mailed to the Transfer Agent's P.O. Box address, but must
be mailed to: 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.

Other Purchase Information

Investors choosing to purchase or redeem their shares through a
broker-dealer or other institution may be charged a fee by that institution. The
Funds may limit the amount of purchases and refuse to sell to any person. If
your check or wire does not clear you will be responsible for any loss incurred
by the Funds. If you are already a shareholder, the Funds can redeem shares from
any identically registered account in any Fund as reimbursement for any loss
incurred. You may be prohibited or restricted from making future purchases in
the Funds.

HOW TO EXCHANGE SHARES

As a shareholder in any Fund, you may exchange shares valued at $1,000
or more for shares of any other Fund in the Trust. You may request an exchange
by calling the Transfer Agent at 1-800-408-4682 if your existing account has
authorized telephone redemption privileges, or by writing the Transfer Agent at:
The Unified Funds c/o Unified Fund Services, Inc., P.O. Box 6110, Indianapolis,
IN 46206-6110. A written request to exchange shares having a net asset value of
less than $5,000 may be sent by telecopy if you call the Transfer Agent first.
Shares of the Fund selected must be registered for sale in your state of
residence.

o The shares exchanged must have been registered in the shareholder's
name for at least five days prior to the exchange request.
o If you exchange shares into or out of a Fund, the exchange is made at
the net asset value per share of each fund next determined after the
exchange request is received.
o An exchange of shares purchased by check will be delayed until the
check has cleared and redemption proceeds are available for purchase of
the newly acquired shares, which could take up to 15 calendar days.

Purchases into the Taxable Money Market Fund may be made by exchange
through third parties, who may also perform subaccounting functions on behalf of
shareholders.

An exchange is made by selling shares of one Fund and using the
proceeds to buy shares of another Fund, with the net asset value for the sale
and the purchase calculated on the same day. An exchange results in a sale of
shares for federal income tax purposes. If you make use of the exchange
privilege, you may realize either a long-term or short-term capital gain or loss
on the shares sold.

Before making an exchange, you should consider the investment objective
of the Fund to be purchased, and you should read the portions of this prospectus
that relate to the Fund. You may make an exchange to a new account or an
existing account; however, the account ownership must be identical. The exchange
privilege is designed to accommodate changes in your investment objectives. It
is not designed for frequent trading in response to short-term market
fluctuations. 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.

HOW TO REDEEM SHARES

You may receive redemption payments in the form of a check or federal
wire transfer. The proceeds of the redemption may be more or less than the
purchase price of your shares, depending on the market value of the applicable
Fund's securities at the time of your redemption. Any charges for wire
redemptions will be deducted from your account by redemption of shares. If you
redeem your shares through a broker/dealer or other institution, you may be
charged a fee by that institution.

By Mail - You may redeem any part of your account in any Fund at no
charge by mail. Your request should be addressed to:

The Unified Funds
c/o Unified Fund Services, Inc.
P.O. Box 6110
Indianapolis, IN 46206-6110

"Proper order" means your request for a redemption must include your
letter of instruction, including the Fund name, account number, account name(s),
the address and the dollar amount or number of shares you wish to redeem. This
request must be signed by all registered share owner(s) in the exact name(s) and
any special capacity in which they are registered. The Funds require that
signatures be guaranteed by a bank or member firm of a national securities
exchange if you are requesting a redemption of $5,00 or more, or a redemption of
any amount payable to a person other than the shareholder of record, or if you
request the proceeds be sent to an address other than the address on record.
Signature guarantees are for the protection of shareholders. At the discretion
of the Fund or he transfer agent, you may be required to furnish additional
legal documents prior to redemption to insure proper authorization.

By Telephone - You may redeem any part of your account in any Fund by
calling the Transfer Agent at 1-800-408-4682. You must complete the Telephone
Privileges section of the account application. For existing accounts, call the
Transfer Agent to obtain a form. The Funds, the transfer agent and the custodian
are not liable for following redemtpion or exchange instructions communicated by
telephone that they reasonably believe to be genuine. However, if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they may be liable for any losses due to unauthorized or fraudulent
instructions. Procedures employed may include recording telephone instructions
and requiring a form of personal identification from the caller.

The Funds or transfer agent may terminate the telephone redemption and
exchange procedures at any time. During periods of extreme market activity it is
possible that you may encounter some difficulty in telephoning the Funds,
although neither the Funds nor the transfer agent has ever experienced
difficulties in receiving and in a timely fashion responding to telephone
requests for redemptions or exchanges. If you are unable to reach the Funds by
telephone, you may request a redemption or exchange by mail.

Check Writing (Taxable Money Market Fund and Select Money Market Fund
only) - Shareholders of the Taxable Money Market Fund or the Select Money Market
Fund may write checks payable to any payee in any amount of $250 or more. You
may present up to three checks per month for payment 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.
In order to write checks against your account, the Check Writing
Privileges section of the account application must be completed. For existing
accounts, call the Transfer Agent at 1-800-408-4682. You should not use a check
to close out your account with the Funds, because daily dividends will accrue
until the check is presented for payment.

Additional Information - If you are not certain of the requirements for
a redemption, please call the Funds' transfer agent at 1-800-408-4682.
Redemptions specifying a certain date or share price cannot be accepted and will
be returned. We will mail you the proceeds on or before the fifth business day
following the redemption. However, payment for redemption made against shares
purchased by check will be made only after the check has been collected, which
normally may take up to fifteen calendar days. Also, when the New York Stock
Exchange is closed (or when trading is restricted) for any reason other than its
customary weekend or holiday closing or under any emergency circumstances, as
determined by the Securities and Exchange Commission, the Funds may suspend
redemptions or postpone payment dates.

Because the Funds incur certain fixed costs in maintaining shareholder
accounts, the Funds may require you to redeem all of your shares in any Fund on
30 days' written notice if the value of your shares in any Fund is less than
$1,000 ($500 for an IRA) due to shareholder redemptions. An involuntary
redemption constitutes a sale. You should consult your tax adviser concerning
the tax consequences of involuntary redemptions. You may increase the value of
your shares in a Fund to the minimum amount within the 30 day period. Your
shares are subject to redemption at any time if the Board of Trustees determines
in its sole discretion that failure to so redeem may have materially adverse
consequences to all or any of the shareholders of a Fund.

DETERMINATION OF NET ASSET VALUE

The price you pay for your shares is based on each Fund's net asset
value per share (NAV). The NAV is calculated at the close of trading (normally
4:00 p.m. Eastern time) on each day the New York Stock Exchange is open for
business (the Stock Exchange is closed on weekends, Federal holidays and Good
Friday). The NAV of the Taxable Money Market Fund and the Select Money Market
Fund is also determined as of 12:00 noon (Eastern time) on such days. The NAV is
calculated by dividing the value of the Fund's total assets (including interest
and dividends accrued but not yet received) minus liabilities (including accrued
expenses) by the total number of shares outstanding.

Each Fund's assets (except for the Taxable Money Market Fund and the
Select Money Market Fund) are generally valued at their market value. If market
prices are not available, or if an event occurs after the close of the trading
market that materially affects the values, assets may be valued at their fair
value. The International Equity Index Fund purchases securities that are
primarily listed on foreign exchanges that trade when the New York Stock
Exchange is closed. The value of that Fund's shares may change on days when you
are not able to purchase or sell your shares.

The Taxable Money Market Fund and the Select Money Market Fund use the
amortized cost method for valuing securities, which normally approximates market
value, and is intended to result in a constant NAV of $1.00 per share. Although
every effort is made to maintain the NAV at $1.00 per share, there is no
assurance that the $1.00 NAV will be maintained at all times.

Requests to purchase and sell shares are processed at the NAV next
calculated after we receive your order in proper form.

DIVIDENDS, DISTRIBUTIONS, AND TAXES

Dividends and Distributions. The Funds typically distribute
substantially all of their net investment income according to the following
schedule.

------------------------------------------------------- -----------------------------------------------------
FUND DIVIDEND FREQUENCY
------------------------------------------------------- -----------------------------------------------------
Starwood Strategic Fund Quarterly
------------------------------------------------------- -----------------------------------------------------
First Lexington Balanced Fund Quarterly
------------------------------------------------------- -----------------------------------------------------
Taxable Money Market Fund Daily
------------------------------------------------------- -----------------------------------------------------
Select 30 Index Fund Quarterly
------------------------------------------------------- -----------------------------------------------------
Select 500 Index Fund Annually
------------------------------------------------------- -----------------------------------------------------
Select 2000 Index Fund Annually
------------------------------------------------------- -----------------------------------------------------
Select International Equity Index Fund Annually
------------------------------------------------------- -----------------------------------------------------
Select REIT Index Fund Quarterly
------------------------------------------------------- -----------------------------------------------------
Select Bond Index Fund Monthly
------------------------------------------------------- -----------------------------------------------------
Select Internet Fund Annually
------------------------------------------------------- -----------------------------------------------------
Select Money Market Fund Daily
------------------------------------------------------- -----------------------------------------------------
</TABLE>

The Funds make distributions of any net realized long-term capital
gains at least once every twelve months. Dividends and distributions are
automatically reinvested in additional shares unless you request cash
distributions on your application or through a written request. If cash payments
are requested with respect to the Taxable Money Market Fund or the Select Money
Market Fund, daily dividends will accumulate and be paid at the end of each
month, as requested in writing.

Taxes. In general, selling or exchanging shares of the Funds and
receiving distributions (whether reinvested or taken in cash) are taxable
events. All income realized by the Funds, including short-term capital gains,
will be taxable to the shareholder as ordinary income. Because distributions of
long-term capital gains are subject to capital gains taxes, regardless of how
long you have owned your shares, you may want to avoid making a substantial
investment when a Fund is about to make a long-term capital gains distributions.
Depending on the purchase price and the sale price, you may have a gain or a
loss on any shares sold. Any tax liabilities generated by your transactions or
by receiving distributions are your responsibility.

Early each year, the Funds will mail to you a statement setting forth
the federal income tax information for all distributions made during he previous
year. If you do not provide your taxpayer identification number, your account
will be subject to backup withholding.

The tax considerations described in this section do not apply to
tax-deferred accounts or other non-taxable entities. Because each investor's tax
circumstances are unique, please consult with your tax adviser about your
investment.

MANAGEMENT OF THE FUNDS

Unified Investment Advisers, Inc., 431 North Pennsylvania Street,
Indianapolis, Indiana 46204, serves as investment adviser to the Funds. The
adviser is responsible for the selection and ongoing monitoring of the
securities in the investment portfolio of each of the Funds and managing the
Funds' business affairs. The adviser was organized in December 1994, and is
registered with the Securities and Exchange Commission as an investment adviser.
The adviser has engaged Health Financial, Inc., 2353 Alexandria Drive,
Lexington, Kentucky 40504, to serve as sub-adviser to the First Lexington
Balanced Fund. The sub-adviser manages the investment portfolio of the First
Lexington Balanced Fund, subject to the adviser's overall management. Health
Financial was founded in 1984, and is a registered investment adviser that
primarily serves physicians and private pension plans. Health Financial
currently manages approximately $____million in assets, including the assets
held by First Lexington Trust Company, a regulated trust company that provides
pension trust and charitable gift investment management. The Funds' adviser and
Health Financial are wholly-owned subsidiaries of Unified Financial Services,
Inc.

The adviser pays all of the operating expenses of the Funds except
12b-1 and Shareholder Servicing fees, brokerage, taxes, interest, and
extraordinary expenses. The fees paid to the Adviser during the fiscal year
ended September 30, 1999 by each Fund were: Starwood Strategic Fund - 1.25%;
First Lexington Balanced Fund - 0.75%; Taxable Money Market Fund - 0.90%; Select
30 Index Fund - 0.35%; Select 500 Index Fund - 0.35%; Select 2000 Index Fund -
0.35%; Select International Equity Index Fund - 0.35%; Select REIT Index Fund -
0.35%; Select Bond Index Fund - 0.35%; Select Internet Fund - 0.35%; Select
Money Market Fund - 0.35%.

Andrew E. Beer has been responsible for the day-to-day management of
the Starwood Strategic Fund since its inception in 1996. Mr. Beer has been the
President and Director of Starwood Corporation, a registered investment adviser
that manages approximately $30 million in assets, since 1984.

Dr. Gregory W. Kasten has been responsible for the day-to-day
management of the First Lexington Balanced Fund since its inception in 1997. Dr.
Kasten has served as president of Health Financial, Inc., the Fund's
sub-adviser, since 1986. Prior to 1994, Dr. Kasten practiced medicine with
Anesthesia Associates, PSC, Lexington, Kentucky. Dr. Kasten has completed the
two year program from the Denver College of Financial Planning and is a
Certified Financial Planner. Dr. Kasten has also completed the two year program
from the American Society of Pension Actuaries, and he received from that
program the Certificate of Pension Consultant designation. In 1990, he received
his M.B.A. in finance from the University of Kentucky.

Jack R. Orben has been responsible for the day-to-day management of The
Taxable Money Market Fund since ____, and the Select Internet Fund since its
inception in 1999. Mr. Orben has been the Chairman of Fiduciary Counsel, a
registered investment adviser that manages approximately $450 million in assets,
since 1979. Mr. Orben graduated from Tufts University in 1960, and has nearly 25
years of investment experience.

Mr. Orben and Dr. Kasten have been responsible for the day-to-day
management of the Select Index Series Funds and the Select Money Market Fund
since their inception.

DISTRIBUTION PLAN

The Starwood Strategic Fund, the First Lexington Balanced Fund, and the
Taxable Money Market Fund have adopted a Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940 under which the Funds are authorized to incur
distribution expenses at a maximum annual rate of 0.10% of the average daily net
assets of the respective Fund. Because these fees are paid out of the respective
Funds' assets on an on-going basis, over time these fees will increase the cost
of your investment and may cost you more than paying other types of sales
charges.

OTHER INFORMATION ABOUT INVESTMENTS

General. From time to time, any Fund may take temporary defensive
positions that are inconsistent with the Fund's principal investment strategies
in an attempt to respond to adverse market, economic, political, or other
conditions. For example, any Fund may hold all or a portion of its assets in
money market instruments, securities of other no-load mutual funds, or
repurchase agreements. As a result of engaging in these temporary measures, the
Funds may not achieve their investment objectives. The funds may also invest in
these securities for liquidity purposes.

The investment objectives and strategies of any Fund may be changed
without shareholder approval. Any such change may result in a Fund having an
investment objective or employing strategies different from what you considered
appropriate at the time of your investment.

<PAGE>

THE V.O.I.C.E. PROGRAM
[LOGO]

The Funds' 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 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.

FINANCIAL HIGHLIGHTS

The following tables are intended to help you better understand the
Funds' financial performance since inception. Certain information reflects
financial results for a single fund share. The total returns represent the rate
you would have earned (or lost) on an investment in the applicable Fund,
assuming reinvestment of all dividends and distributions. This information has
been audited by McCurdy & Associates CPA's, Inc., whose report, along with the
Funds' financial statements, are included in the Funds' annual report, which is
available upon request.

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

<TABLE>

<S> <C> <C> <C> <C> <C>
Starwood Starwood Starwood Starwood Starwood
Strategic Strategic Strategic Strategic Strategic
Fund Fund Fund Fund Fund
---- ---- ---- ---- ----
1999 1998 1997 1996 1995(a)
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning .... $9.34 $9.30 $7.69 $10.00 $10.00
Income from investment
Operations:
Net investment income .... (0.06) (0.03) (0.26) (3.23) 0.00
Net realized and unrealized
gain (loss) on investments 2.59 0.07 2.00 0.92 0.00
---- ---- ---- ---- ----
Total from investment income 2.53 0.04 1.74 (2.31) 0.00

Less distributions:
Dividends from realized gains (1.52) 0.00 (0.13) 0.00 0.00
Dividends from net
investment income ........ 0.00 0.00 0.00 0.00 0.00
---- ---- ---- ---- ----
Total from distributions ...... (1.52) 0.00 (0.13) 0.00 0.00
---- ---- ------ ----- ----

Net asset value at end of period $10.35 $ 9.34 $ 9.30 $ 7.69 $10.00
===== ===== ===== ==== =====

TOTAL ANNUALIZED
RETURN (%) .............. 31.79 0.43(d) 20.94(d) (3.97)(c)(d) (b)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period 1,484,492 1,003,064 1,136,986 483,458 2,705

Ratio of expenses to
average net assets .. 1.50% 2.59% 4.26% 15.99% 0.00%
Ratio of expenses (after
reimbursement) to
average net assets .. N/A 1.50% 2.54% 15.25% 0.00%
Ratio of net investment
Income to average net assets (.57)% (1.40)% (2.97)% (14.42)% 0.00%
Ratio of net investment
income (after reimbursement)
to average net assets N/A (0.31)% (1.25)% (13.68)% 0.00%
Portfolio turnover............. 89.62% 119.97% 76.09% 169.83% 0.00%
</TABLE>

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

<PAGE>

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

First First First Municipal Municipal
Lexington Lexington Lexington Fixed Fixed
Balanced Balanced Balanced Income Income
Fund Fund Fund Fund Fund
---- ---- ---- ---- ----
1999 1998 1997(e) 1996 1995(a)
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning .... $ 10.41 $ 11.01 $ 22.60(f) $200.00(f) $200.00(f)
Income from investment
Operations:
Net investment income .... 0.31 0.50 (12.54) (177.40) 0.00
Net realized and unrealized
gain (loss) on investments 0.72 (0.61) .99 0.00 0.00
---- ------- ----- ----- -----
Total from investment income 1.03 (0.11) (11.05) (177.40) 0.00

Less distributions:
Dividends from realized gains (0.06) (0.14) (0.01) 0.00 0.00
Dividends from net
investment income ........ (0.31) (0.35) (0.03) 0.00 0.00
------ ------- ----- ------ ------
Total from distributions ...... (0.37) (0.49) (0.04) 0.00 0.00
------ ----- ----- ------ ------

Net asset value at end of period $ 11.07 $ 10.41 $11.01 $ 22.60 $200.00
===== ====== ===== ======== ======

TOTAL ANNUALIZED
RETURN (%) ............... 10.39 (1.09)(d) 18.54(c)(d) (b) (b)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period 4,557,971 6,341,373 3,064,511 8,988 100

Ratio of expenses to
average net assets .. 1.00% 1.26% 3.06% 181.72% 0.00%
Ratio of expenses (after
reimbursement) to
average net assets .. N/A 1.00% 2.35% 181.01% 0.00%
Ratio of net investment
Income to average net assets 2.77% 3.01% 0.30% (181.58)% 0.00%
Ratio of net investment
income (after reimbursement)
to average net assets N/A 3.27% 1.01% (180.86)% 0.00%

Portfolio turnover........ 19.47% 17.79% 6.60% 0.00% 0.00%

</TABLE>

(a)For the Period June 2,1995 (commencement of operations) to September 30,
1995.
(b)Investment in accordance with objective had not commenced at this time.
(c)For the period March 13, 1997 (commencement of investment in accordance with
objective)to September 30, 1997.
(d)Total return would have been lower had certain expenses not been reduced
during the periods shown (see Note 3).
(e)The name of the fund was changed during the period (see note 1).
(f)Beginning balance adjusted for reverse stock split (see Note 1)

<PAGE>

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

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

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

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

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period ..... 52,413,083 65,575,307 50,619,710 50,544,511 1,230,385

Ratio of expenses to
average net assets .. 1.15% 1.30% 1.44% 1.25% 12.82%
Ratio of expenses (after
reimbursement) to
average net assets .. N/A 1.10% 1.12% 1.16% 0.47%
Ratio of net investment
Income to average net assets 3.81% 4.12% 3.86% 4.12% (11.94%)
Ratio of net investment
income (after reimbursement)
to average net assets N/A 4.33% 4.19% 4.21% 0.65%

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

</TABLE>

(a) For the Period June 2, 1995 (commencement of operations) to September 30,
1995.

<PAGE>

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

The The The The Unified
Unified Unified Unified Select International
Select 30 Select 500 Select 2000 Equity
Index Fund Index Fund Index Fund Index Fund
1999(a) 1999(a) 1999(a) 1999(a)

PER SHARE OPERATING....
PERFORMANCE:
Net asset value, beginning $ 10.00 $ 10.00 $ 10.00 $ 10.00
Income from investment
Operations:
Net investment income............. (.01) .04 (.01) ----

Net realized and unrealized
gain (loss) on investments (.39) (.22) .11 (.10)
------ ------ ---- -----
Total from investment income . (.40) (.18) .10 (.10)

Less Distribution :
Dividends from net
investment income ... ------ ------ ------ ------
------ ------ ------ ------
Total from distributions ------ ------ ------ ------
------ ------ ------ ------

Net asset value at end of period $ 9.60 $9.82 $ 10.10 $ 9.90
====== ===== ====== =======

TOTAL RETURN (%) .............. (4.00)(c) (1.80)(b) 1.00(b) (1.00)(d)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period 50,808 23,757 9,348 6,752

Ratio of expenses to
average net assets .. .28% .40% .37% .02%

Ratio of net investment
Income to average net assets (.28)% .94% (.37)% (.02)%

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

</TABLE>

(a)For the period March 1, 1999 (commencement of operations) to September 30,
1999.
(b)For the period May 3, 1999 (commencement of investment in accordance with
objective) to September 30, 1999.
(c)For the period June 15, 1999 (commencement of investment in accordance with
objective) to September 30, 1999.
(d)For the period August 30, 1999 (commencement of investment in accordance
with objective) to September 30, 1999.

<PAGE>

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

<TABLE>
<S> <C> <C> <C> <C>
The The The The
Unified Unified Unified Unified Select
Select REIT Select Bond Select Internet Money Market
Index Fund Index Fund Fund Fund
---------- ---------- ---- ----
1999(a) 1999(c) 1999(a) 1999(c)

PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning $ 10.00 $ 10.00 $ 10.00 $ 1.00
Income from investment
Operations:
Net investment income............. ---- ---- (.01) ----
.......................
Net realized and unrealized
gain (loss) on investments ---- ---- (.79) ----
------- ------ ------ ------
Total from investment income .......... ----- ----- (.80) -----

Less Distribution :
Dividends from net
investment income ........... ------ ------ ------ ------
------ ------ ------ ------
Total from distributions ------ ------ ------ ------
------ ------ ------ ------

Net asset value at end of period $ 10.00 $ 10.00 $ 9.20 $ 1.00
======= ======== ======= ======

TOTAL RETURN (%) .................... (c) (c) (8.00)(b) (c)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period 1,000 ----- 1,719,241 -----

Ratio of expenses to
average net assets ....... --- ----- .35% -----

Ratio of net investment
Income to average net assets ---- ----- .26% -----

Portfolio turnover ............ ----- ----- 6.26% -----
</TABLE>

(a)For the Period March 1, 1999 (commencement of operations) to September 30,
1999.
(b)For the period April 14, 1999 (commencement of investment in accordance with
objective) to September 30, 1999.
(c)Investment in accordance with objective had not commenced at this time.

<PAGE>

[BACK COVER PAGE]

Several additional sources of information are available to you. The
Statement of Additional Information (SAI), incorporated into this prospectus by
reference, contains detailed information on the Funds' policies and operations.
Shareholder reports contain management's discussion of market conditions,
investment strategies and performance results as of the Funds' latest
semi-annual or annual fiscal year end.

Call the Funds at 1-800-408-4682 to request free copies of the SAI and
the Funds' annual and semi-annual reports, to request other information about
the Funds, or to make shareholder inquiries.

You may review and copy information about the Fund (including the SAI
and other reports) at the Securities and Exchange Commission (SEC) Public
Reference Room in Washington, D.C. Call the SEC at 1-202-942-8090 for room hours
and operation. You may also obtain reports and other information about the Fund
on the EDGAR Database on the SEC's Internet site at http.//www.sec.gov, and
copies of this information may be obtained, after paying a duplicating fee, by
electronic request at the following e-mail address: [email protected], or by
writing the SEC's Public Reference Section of the SEC, Washington, D.C.
20549-0102.

Investment Company Act File #811-8968
<PAGE>

THE UNIFIED FUNDS

STATEMENT OF ADDITIONAL INFORMATION

February 1, 2000

Starwood Strategic Fund Select 30 Index Fund Select REIT Index Fund
First Lexington Balanced Fund Select 500 Index Fund Select Bond Index Fund
Taxable Money Market Fund Select 2000 Index Fund Select Internet Fund
Select International Equity Index Fund Select Money Market Fund
</TABLE>

This Statement of Additional Information ("SAI") is not a Prospectus.
It should be read in conjunction with the Prospectus of The Unified Funds dated
February 1, 2000. This SAI incorporates by reference the financial statements
and independent auditor's report from the Annual Report to Shareholders for the
fiscal year ended September 30, 1999. A free copy of the Prospectus and Annual
Report can be obtained by writing to The Unified Funds at P.O. Box 6110,
Indianapolis, Indiana 46206-6110, or by calling 1-800-408-4682.

TABLE OF CONTENTS

Page

Description of the Trust and the Funds.............................
Additional Information about Fund Investments and
Risk Considerations................................................
Investment Limitations.............................................
Investment Advisory Arrangements...................................
Trustees and Officers..............................................
Portfolio Transactions and Brokerage...............................
Distribution Plan..................................................
Shareholder Services Plan..........................................
Purchase and Redemption............................................
Determination of Share Price.......................................
Tax Status.........................................................
Performance Information............................................
Custodian..........................................................
Transfer Agent, Fund Accounting Agent, and Administrator...........
Independent Accountants............................................
Distributor........................................................
Financial Statements...............................................

<PAGE>

DESCRIPTION OF THE TRUST AND THE FUNDS

The Unified Funds (the "Trust") is an open-end, diversified, management
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 eleven series currently authorized
by the Trustees: Starwood Strategic Fund, First Lexington Balanced Fund, Taxable
Money Market Fund, 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 (each
a "Fund", and collectively the "Funds").

The Funds do not issue share certificates. All shares are hold in
non-certificate form registered on the books of the Funds and the Transfer Agent
for the account of the shareholder. 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 Invest in the Funds" 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 "Determination of Net Asset Value" in
the Funds' Prospectus.

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. The Trust will, if
requested to do so by the holders of at least 10% of the Trust's outstanding
shares, call a meeting of shareholders for the purpose of voting upon the
question of removal of a trustee or trustees and will assist in communications
with other shareholders. When matters are submitted to shareholders for a vote,
each shareholder is entitled to one vote for each whole share he owns and
fractional votes for fractional shares he owns. All shares of the Funds have
equal voting rights and liquidations rights. The Declaration of Trust can be
amended by the Trustees, except that any amendment that adversely effects the
rights of shareholders must be approved by the shareholders affected. Each share
of the Funds is subject to redemption at any time if the Board of Trustees
determines in its sole discretion that failure to so redeem may have materially
adverse consequences to all or any of the Funds' shareholders.

As of November 24, 1999 the following persons may be deemed to beneficially
own five percent (5%) or more of the indicated Funds.

--------------------------------- ------------------------------- ------------------------------- -----------------------------
Starwood Strategic Charles Schwab & Co, Inc. 101 Montgomery St. 31.62%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
John V. Rowan, Jr. 14 Sutton Pl, South 10.44%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
Rosa C. Raveneau, IRA 2 Tudor City Pl, Apt 1CN 8.71%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
Unified Financial Services, 431 N. Pennsylvania St. 7.68%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
Dr. Richard Stevenson, Jr. 51 Mohegan Rd. 5.27%
--------------------------------- ------------------------------- ------------------------------- -----------------------------

<PAGE>

--------------------------------- ------------------------------- ------------------------------- -----------------------------
First Lexington Balanced Charles Schwab & Co, Inc. 101 Montgomery St. 37.49%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
Unified Financial Services, 431 N. Pennsylvania St. 12.22%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
Select 30 Index Kenneth R. Sostek 708 Courtland Cir. 20.17%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
Ron Brusky 941 W. Grant Dr. 19.90%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
Tommy C. Cheung 4362 Via Majorca 10.52%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
Michael Canney 936 Roxbury Dr. 9.54%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
Gordon N. Schafer, DDS 2205 N. Cedar St. 8.80%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
Thomas E. Kaylor 70724 Lakeview Dr. 5.74%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
Select 500 Index Matthew Koemany 148 Montalvin Dr. 51.08%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
Harold P. Williams 1000 Mulberry Rd. 24.77%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
Douglas V. Moser 8412 Saratoga Dr. 5.86%
--------------------------------- ------------------------------- ------------------------------- -----------------------------

John L. Blagman 7608 Tidewater Trl. 5.45%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
Select 2000 Index Ronald L. Kash 5400 S. Iddings Rd. 33.13%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
Brian K. Larue 5400 Dower House Rd. 18.20%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
C. Gregoary Zywocinski P.O.Box 716 14.50%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
Varkey Abraham 813 Twinlake Dr. 12.51%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
John L. Blagman 7608 Tidewater Trl. 12.43%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
Charles P. Lallos 118 Hall Ave. #40 9.23%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
Select International Equity
Index Michael Rosenbloom 1730 N. Clark St., #1601 28.08%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
John L. Rich III 8814 Woodridge Dr. 27.41%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
John L. Blagman 7608 Tidewater Trl. 16.40%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
Dana Rich 8814 Woodridge Dr. 14.56%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
James H. Balenger 2029 Springdale Dr. 11.75%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
Select REIT Index Charles P. Lallos 118 Hall Ave. #40 100.00%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
Select Internet Bob & Co. P.O. Box 1809 10.91%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
Michael L. Russell 1140 Elong Ln. 10.44%
--------------------------------- ------------------------------- ------------------------------- -----------------------------

<PAGE>

--------------------------------- ------------------------------- ------------------------------- -----------------------------
Select Internet (cont.) Fiduciary Counsel, Inc. 36 W. 44th St., Suite 1310 8.58%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
Paul H. Buchanan 1137 Questover Cir. 5.98%
--------------------------------- ------------------------------- ------------------------------- -----------------------------
</TABLE>

As of November 24, 1999, the following persons may be deemed to control
the indicated Funds as a result of beneficial ownership of the Funds.

Starwood Strategic Fund - Charles Schwab & Co, Inc.

First Lexington Balanced Fund - Charles Schwab & Co, Inc.

Select 500 Index Fund - Matthew Koemany

Select 2000 Index Fund - Ronald L. Kash

Select International Equity Index Fund - Michael Rosenbloom;
John L. Rich, III

Select REIT Index Fund - Charles P. Lallos

As of November 24, 1999, the officers and Trustees as a group
beneficially owned the indicated percentages of each Fund listed. The officers
and Trustees as a group owned less that 1% of the remaining Funds.

[Insert info regarding officer /Trustee ownership]

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS

This section contains a more detailed discussion of some of the
investment the Fund may make and some of the techniques it may use.

Equity Securities

The Funds (except the Taxable Money Market Fund, 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.

Preferred Stocks

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

Convertible Securities

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 Starwood Strategic Fund, First Lexington Balanced Fund, Select 500
Index Fund and 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.

Bank Instruments

The Taxable Mondy Market Fund and 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 Starwood Strategic Fund, First Lexington Balanced Fund, Select Bond
Index Fund, Taxable Money Market 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 Starwood Strategic Fund, First Lexington Balanced Fund, Select Bond
Index Fund, Taxable Money Market 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"). The First Lexington
Balanced Fund intends to invest principally in other mutual funds, and may
invest up to 25% of its assets in any one mutual fund, and up to 100% of its
assets in other mutual funds in general. The Starwood Strategic Fund and the
Taxable Money Market Fund intend to invest incidentallyin other mutual funds and
may not invest more than 5% of their total assets in any one mutual fund, or
more than 10% in mutual funds in general. The other Funds 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 Taxable Money Market Fund and the 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 Starwood Strategic Fund, First Lexington Balanced Fund,
Taxable Money Market Fund, and Select Money Market Fund may invest in foreign
securities, including foreign securities not publicly traded in the United
States. The Taxable Money Market Fund and Select Money Market Fund may only
invest in foreign securities that are denominated in U.S. dollars.

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.

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.

Foreign Currency Transactions. The Starwood Strategic Fund, First
Lexington Balanced Fund, and Select International Equity Index Fund, when
applicable to each Fund's 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 Funds listed above, when applicable to their 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.

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 Obligations

The Starwood Strategic Fund, First Lexington Balanced Fund, Taxable
Money Market Fund, Select Bond Index Fund and 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 Taxable Money Market Fund and 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 Taxable Money Market Fund and 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.

Options on Securities Indices. Each Index 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.

Selling Securities Short

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

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

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

Temporary Investments

All of the Funds may invest temporarily in cash or short-term money
market instruments during times of unusual market conditions for defensive
purposes, without limitation. These temporary investments may include direct
obligation of the U.S. Treasury, discount notes of U.S. government agencies or
instrumentalities, short-term corporate debt instruments, bank instruments,
repurchase agreements, money market funds.

INVESTMENT LIMITATIONS - STARWOOD STRATEGIC FUND, FIRST LEXINGTON BALANCED FUND,
AND TAXABLE MONEY MARKET FUND

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

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

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

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

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

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

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

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

9. Concentration of Investments. Each Fund will not invest 25% or more
of the value of its total assets in any one industry or in government securities
of any one foreign country, except that (i) each Fund may invest without
limitation in securities issued or guaranteed by the U.S. government, its
agencies or instrumentalities, (ii) the First Lexington Balanced Fund may invest
without limitation in other investment companies, and (iii) the Taxable Money
Market Fund may invest without limitation in domestic bank instruments.

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

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

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

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

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

3. Investing in New Issuers. Each Fund will not invest more than 5% of
the value of its total assets in securities of companies, including their
predecessors, that have been in operation for less than three years. With
respect to asset backed securities, the Funds will treat the originator of the
asset pool as the company issuing the security for purposes of determining
compliance with this limitation.

4. Investing in Issuers whose Securities are Owned by Officers and
Trustees. Each Fund will not purchase or retain the securities of any issuer if
the officers and Trustees of the Trust or its investment adviser owning
individually more than 1/2 of 1% of the issuer's securities together own more
than 5% of the issuer's securities.

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

6. Investing in Warrants. Each Fund (other than the Taxable Money
Market Fund) may invest up to 5% of its total assets in warrants, including
those acquired in units or attached to other securities. For purposes of this
investment restriction, warrants will be valued at the lower of cost or market,
except that warrants acquired by a Fund in units with or attached to securities
may be deemed to be without value.

INVESTMENT LIMITATIONS - 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

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 (a) 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 and (b) as described in the Prospectus and the Statement
of Additional Information.

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. For this purpose, illiquid securities
generally include securities which cannot be disposed of within seven days in
the ordinary course of business without taking a reduced price. Certain Rule
144A securities may be considered liquid; however the Funds have no present
intention of investing in such securities.

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

INVESTMENT ADVISORY ARRANGEMENTS

Investment Adviser

The Trust's investment adviser is Unified Investment Advisers, Inc.
(the "Adviser"). The Adviser is a wholly owned subsidiary of Unified Financial
Services, Inc. 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" and "Starwood" 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.

Sub-Adviser

Health Financial, Inc. ("HFI") is the sub-adviser to the First
Lexington Balanced Fund. HFI is a wholly owned subsidiary of Unified Financial
Services, Inc. Under the terms of the sub-advisory agreement, the sub-adviser
retains the right to use the name "First Lexington" in connection with another
investment company or business enterprise with which the sub-adviser is or may
become associated. The Trust's right to use the name "First Lexington"
automatically ceases ninety days after termination of the Agreement and may be
withdrawn by the sub-adviser on ninety days written notice.

Advisory Fees

For their advisory services, the Adviser and Sub-Adviser receive an
annual investment advisory fee as described in the Prospectus. Prior to February
2, 1998, the Adviser and Sub-Adviser were compensated under different
arrangements. For the fiscal year ended September 30, 1999, the Starwood
Strategic Fund, the First Lexington Balanced Fund, and the Taxable Money Market
Fund paid advisory fees of $_______; $_________; and $_______ respectively. For
the fiscal year ended September 30, 1998, the Funds paid advisory fees of
________; __________; and _________ respectively. For the fiscal year ended
September 30, 1997, the Funds paid advisory fees of _______; ________; and
________ respectively.

TRUSTEES AND OFFICERS

The names of the Trustees and executive officers of the Trust are shown
below.
<TABLE>
<S> <C>

============================================= ==============================================================================
NAME, ADDRESS AND AGE POSITIONS WITH THE TRUST AND PRINCIPAL OCCUPATION
============================================= ==============================================================================
* Timothy L. Ashburn (49) Trustee (Chairman of the Board) and President of the Trust and of the
431 N. Pennsylvania St. Firstar Select Funds; Chairman of the Board and President, Unified
Indianapolis, IN 46204 Investment 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 (60) Trustee of the Trust; President and Chief Executive Officer, Fiduciary
30 Wall Street Management Corporation (August 1997 to present); President and Chief Executive
New York, NY 10005 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 (49) Trustee of the Trust and of the Firstar 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 (53) Trustee of the Trust and of the Firstar 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 (45) Trustee of the Trust; Partner, Fowler Measle & Bell (1986 to present).
300 W. Vine St.
Lexington, KY 40507
============================================= ==============================================================================
David E. LaBelle (50) Trustee of the Trust and of the Firstar Select Funds; Vice President of
5005 LBJ Freeway Compensation Benefits, Occidental Chemical Corporation (May 1993 to present);
Dallas, TX 76092 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 (58) Treasurer of the Trust and of the Firstar Select Funds; Chief Financial
431 N. Pennsylvania St. Officer, Unified Invesment 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 (35) Secretary of the Trust and of the Firstar 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>

*Unified Fund Services, Inc. is the Trust's transfer agent and
administrator, and Unified Management Corporation is the Trust's principal
underwriter. Unified Fund Services, Inc. and Unified Management Corporation are
subsidiaries of Unified Financial Services, Inc. Mr. Ashburn may each be deemed
to be an "interested person" of the Trust, as defined in the Investment Company
Act of 1940, because of his positions with Unified Financial Services, Inc. and
its subsidiaries.

Trustee fees are paid by the Adviser. The following table sets forth
the Trustees' compensation for the fiscal year ended September 30, 1999

Name of Trustee Total Compensation

Timothy L. Ashburn
David Bottoms
Daniel J. Condon
Philip L. Conover
John Hinkel
David E. LaBelle

PORTFOLIO TRANSACTIONS AND BROKERAGE

Subject to policies established by the Board of Trustees of the Trust,
the Adviser is responsible for the Funds' portfolio decisions and the placing of
the Funds' portfolio transactions. In placing portfolio transactions, the
Adviser seeks the best qualitative execution for each Fund, taking into account
such factors as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and responsiveness
of the broker or dealer and the brokerage and research services provided by the
broker or dealer. The Adviser generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received.

The Adviser is specifically authorized to select brokers or dealers who
also provide brokerage and research services to the Funds and/or any other
accounts over which the Adviser may exercise investment discretion and to pay
such brokers or dealers a commission in excess of the commission another broker
or dealer would charge if the Adviser determines in good faith that the
commission is reasonable in relation to the value of the brokerage and research
services provided. The determination may be viewed in terms of a particular
transaction or the Adviser's overall responsibilities with respect to the Trust
and to other accounts over which it exercises investment discretion. 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 Funds as
a factor in the selection of brokers and dealers to execute portfolio
transactions.

Research services include supplemental research, securities and
economic analyses, statistical services and information with respect to the
availability of securities or purchasers or sellers of securities and analyses
of reports concerning performance of accounts. The research services and other
information furnished by brokers through whom the Funds effect securities
transactions may also be used by the Adviser in servicing all of its accounts.
Similarly, research and information provided by brokers or dealers serving other
clients may be useful to the Adviser in connection with its services to the
Funds. Although research services and other information are useful to the Funds
and the Adviser, it is not possible to place a dollar value on the research and
other information received. It is the opinion of the Board of Trustees and the
Adviser that the review and study of the research and other information will not
reduce the overall cost to the Adviser of performing its duties to the Funds
under the Agreement.

Over-the-counter transactions will be placed either directly with
principal market makers or with broker-dealers, if the same or a better price,
including commissions and executions, is available. Fixed income securities are
normally purchased directly from the issuer, an underwriter or a market maker.
Purchases include a concession paid by the issuer to the underwriter and the
purchase price paid to a market maker may include the spread between the bid and
asked prices.

For the fiscal year ended September 30, 1999, the Starwood Strategic
Fund and the Select Internet Fund paid $_______ and $________, respectively, to
Unified Management Corporation, the Trust's Distributor, for effecting 100% of
each Fund's commission transactions. For the fiscal years ended September 30,
1998 and September 30, 1997, the Starwood Strategic Fund paid $4,103 and $1,825
to the Distributor for effecting 100% of the Fund's commission transactions.

DISTRIBUTION PLAN

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

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

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

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

During the fiscal year ended September 30, 1999, Unified Management
Corporation, the Trust's distributor, spend $________ under the Distribution
Plan. Of this amount, approximately $_____________ was spent on printing and
mailing marketing materials; $________ was spent on sales and marketing payroll;
$_________ was spent on sales related travel and entertainment expenses, and
$________ was spent to compensate broker-dealers. The Trust's total
reimbursement of the distributor was .10% of each Fund's average daily net
assets, or $________.

SHAREHOLDER SERVICES PLAN

The Trust has adopted a Shareholder Services Plan (the "Services Plan")
with respect to the Starwood Strategic Fund, First Lexington Balanced Fund, and
Taxable Money Market Fund. Pursuant to the Services Plan, the Funds are
authorized to incur annual expenses of up to 0.15% of their average daily net
assets for administrative support services provided their shareholders. Such
expenses may include costs and expenses incurred by third parties for
administrative services to the Funds' shareholders, including answering
shareholder inquiries, maintenance of shareholder accounts, performing
sub-accounting, obtaining taxpayer identification number certificates from
shareholders, personnel whose time is attributable to servicing the shareholders
of the funds, and the provision of personal services to shareholders. For the
fiscal year ended September 30, 1999, the Trust's Administrator, Unified Fund
Services, Inc., received the following payments pursuant to the Services Plan:
Starwood Strategic Fund, $_______; First Lexington Balanced Fund, $_______; and
Taxable Money Market Fund, $________. For the fiscal year ended September 30,
1998, the Trust's Administrator received the following payments: Starwood
Strategic Fund, $1,583; First Lexington Balanced fund, $9,713; and Taxable Money
Market Fund, $81,344. For the fiscal year ended September 30, 1997, the
Administrator received the following payments: Starwood Strategic Fund, $1,158;
First Lexington Balanced Fund, $2,337; and Taxable Money Market Fund, $74,009.

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 SHARE PRICE

The price (net asset value) of the shares of each Fund is determined as
of 4:00 p.m., Eastern time, on each day the Trust is open for business and on
any other day on which there is sufficient trading in the Funds' securities to
materially affect the net asset value. The net asset value of the Taxable Money
Market Fund and the Select Money market Fund is also determined as of 12:00 noon
(Eastern time) on such days. The Trust is open for business on every day except
Saturdays, Sundays, and the following holidays: New Year's Day, Martin Luther
King, Jr. Day, President's Day, Good Friday, memorial Day, Independence Day,
Labor Day, Thanksgiving, and Christmas. For a description of the methods used to
determine the net asset value (share price), see "Determination of Net Asset
Value" in the Prospectus.

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.

<PAGE>

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.

The Funds' investment performance will vary depending upon market
conditions, the composition of the Fund's portfolio, and operating expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Funds' performance to those of other investment companies or
investment vehicles. The risks associated with a Fund's investment objective,
policies and techniques should also be considered. At any time in the future,
investment performance may be higher or lower than past performance, and there
can be no assurance that any performance will continue.

Total Return

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

P(1+T)n = ERV

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

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

The average annual total return of the Funds for the one year period
ended September 30, 1999 was as follows: [Insert data for each Fund]. The
average annual total return of the Funds for the period from the inception of
each Fund through September 30, 1999 was as follows: [Insert data for each
Fund].

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

Yield

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

The annualized yield of the Taxable Money Market Fund for the seven-day
period ended September 30, 1999 was ____%. The effective yield of the Taxable
Money Market Fund for that seven-day period was _____%. The Select Money Market
Fund has no performance history.

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

FIRSTAR Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45201
("Custodian") serves as the custodian for each of the Funds. As Custodian,
Firstar Bank acts as the Funds' depository, safekeeps portfolio securities,
collects all income and other payments with respect thereto, disburses funds at
the Funds' request and maintains records in connectioin with its duties. 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.

TRANSFER AGENT, FUND ACCOUNTING AGENT, AND ADMINISTRATOR

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 ("Unified"). Unified 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. Unified provides the Trust with certain monthly reports,
record-keeping and other management-related services. Unified also provides fund
accounting services to the Funds, including maintaining the Funds' accounts,
books and records and calculating the daily net asset value. 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.

INDEPENDENT ACCOUNTANTS

The firm of McCurdy & Associates CPA's Inc., 27955 Clemens Road,
Westlake, OH 44145, has been selected as independent public accountants for the
Trust for the fiscal year ending September 30, 2000. McCurdy & Associates
performs an annual audit of the Funds' financial statements and provides
financial, tax and accounting consulting services as requested.

DISTRIBUTOR

Unified Management Corporation, 431 N. Pennsylvania St., Indianapolis,
indiana 46204, is the exclusive agent for distribution of shares of the Funds.
The Distributor is obligated to sell shares of the Funds on a best efforts basis
only against purchase orders for the shares. Shares of the Funds are offered to
the public on a continuous basis.

FINANCIAL STATEMENTS

The financial information required to be included in this Statement of
Additional Information is incorporated herein by reference to the Trust's Annual
Report to Shareholders dated September 30, 1999. The Trust will provide the
Annual Report without charge at written or telephone request.

<PAGE>

PART C. OTHER INFORMATION
------- -----------------

Item 23. Exhibits
-----------------

(a) Articles of Incorporation. Copy of Registrant's Agreement
and Declaration of Trust, which was filed as an Exhibit to
Post-Effective Amendment No. 9 to the Registrant's
Registration Statement, is hereby incorporated by reference.

(b) By-Laws. Copy of Registrant's By-Laws, which was filed as an
Exhibit to Post-Effective Amendment No. 9 to the
Registrant's Registration Statement, is hereby incorporated
by reference.

(d) Investment Advisory Contracts.

(1) Copy of Registrant's Management Agreement with its
Adviser, Unified Investment Advisers, Inc., which was
filed as an Exhibit to Post-Effective Amendment No. 9 to
the Registrant's Registration Statement, is hereby
incorporated by reference.

(2) Copy of the Investment Sub-Advisory Agreement between
Unified Investment Advisers, Inc. and Health Financial,
Inc., which was filed as an exhibit to Post-Effective
Amendment No. 9 to the Registrant's Registration
Statement, is hereby incorporated by reference.

(e) Underwriting Contracts.

(1) Copy of Registrant's Distribution Agreement with Unified
Management Corporation, which was filed as an Exhibit to
Post-Effective Amendment No. 9 to the Registrant's
Registration Statement, is hereby incorporated by
reference.

(2) Copy of Registrant's form of Dealer Agreement, which was
filed as an Exhibit to Post-Effective Amendment
No. 9 to the Registrant's Registration Statement, is
hereby incorporated by reference.

(f) Bonus or Profit Sharing Contracts. - None.

(g) Custodian Agreements. Copy of Registrant's Agreement with
the Custodian, Firstar Bank, N.A., which was filed as an
Exhibit to Post-Effective Amendment No. 9 to the
Registrant's Registration Statement, is hereby incorporated
by reference.

(h) Other Material Contracts. - None.

(i) Legal Opinion.

(1) Opinion of Brown, Cummins & Brown Co., L.P.A. which was
filed as an Exhibit to Post-Effective Amendment No. 9
to the Registrant's Registration Statement, is hereby
incorporated by reference.

(2) Consent of Brown, Cummins & Brown Co., L.P.A. is filed
herewith.

(j) Other Opinions. Consent of independent public accountants is
filed herewith.

(k) Omitted Financial Statements. - None.

(l) Initial Capital Agreements. Subscription Agreement
between the Registrant and Unified Investment Advisers,
Inc., which was filed as an exhibit to Post-Effective
Amendment No. 9 to the Registrant's Registration Statement,
is hereby incorporated by reference.

(m) Rule 12b-1 Plan.

(1) Copy of 12b-1 Distribution Expense Plan, which was filed
as an exhibit to Post-Effective Amendment No. 9 to the
Registrant's Registration Statement, is hereby
incorporated by reference.

(2) Form of Distribution Agreement pursuant to the
Distribution Plan, which was filed as an exhibit to
Post-Effective Amendment No. 9 to the Registrant's
Registration Statement, is hereby incorporated by
reference.

(n) Financial Data Schedule. - None.

(o) Rule 18f-3 Plan - None.

(p) Power of Attorney.

(1) Power of Attorney for Registrant and Certificate with
respect thereto, which was filed as an Exhibit to
Post-Effective Amendment No. 9 to the Registrant's
Registration Statement, is hereby incorporated by
reference.

(2) Powers of Attorney for the Trustees and Officers, which
was filed as an Exhibit to Post-Effective Amendment
No. 9 to the Registrant's Registration Statement, is
hereby incorporated by reference.

Item 24. Persons Controlled by or Under Common Control with the Registrant
--------------------------------------------------------------------------
None.

Item 25. Indemnification
------------------------

Reference is hereby made to Section 6 of the Registrant's Declaration of
Trust (filed as Exhibit 1 to this Registration Statement), which contains
provisions regarding the indemnification by the Registrant of its Trustees,
officers, employees and agents under certain circumstances.

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

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

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

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

Item 26. Business and Other Connections of Investment Adviser
--------- ----------------------------------------------------

Incorporated herein by reference is the information under the captions
"Management of the Funds" in the Prospectus, and under the caption "Investment
Advisory Arrangements" in the Statement of Additional Information, incorporated
by reference into Parts A and B, respectively, of this Registration Statement.

Incorporated herein by reference are (a) the descriptions of the
businesses of Unified Fund Services, Inc. under the caption "Transfer Agent,
Fund Accounting Agent, and Administrator" and Health Financial, Inc. under the
caption "Management of the Funds" in the Prospectus, incorporated by reference
into Part A of this Registration Statement and (b) the biographical information
pertaining to Timothy L. Ashburn, Thomas G. Napurano, Andrew E. Beer, Jack R.
Orben and Gregory W. Kasten under the captions "Management of the Funds" in the
Prospectus, and under the captions "Investment Advisory Arrangements" and
Trustees and Officers" in the Statement of Additional Information, incorporated
by reference into Parts A and B, respectively, of this Registration Statement.

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

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

Item 27. Principal Underwriters
-------- ----------------------

(a) Unified Management Corporation, the Registrant's
distributor, acts as distributor for the following funds:

Industry Leaders Fund The Julius Baer Investment Funds
104 Summit Ave. 330 Madison Ave.
Summit, NJ 07902 New York, NY 10017

Labrador Mutual Fund Milestone Funds
2344 Corte De La Jara 1 Executive Blvd.
Pleasanton, CA 94566 Yonkers, NY 10701

Lindbergh Funds Securities Management & Timing Funds
5520 Telegraph Road #204 620 Woodmere Ave. Suite B
St. Louis, MO 63129 Traverse City, MI 49686

Sparrow Funds Firstar Select Funds
225 S. Meramec Ave., Suite 732 431 N. Pennsylvania St.
St. Louis, MO 63105 Indianapolis, IN 46204

The Unified Funds Regional Opportunity Fund
431 N. Pennsylvania St. 700 W. Pete Rose Way
Indianapolis, IN 46204 Longworth Hall Suite 127
Cincinnati, OH 45203

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

Item 28. Location of Accounts and Records
------- ---------------------------------

Unified Fund Services, Inc.
431 N. Pennsylvania Street
Indianapolis, IN 46204

Will maintain physical possession of the accounts, books, and
other documents required to be maintained by Rule 31a-1(b)(1),
31a-1(b)(2), and 31a-1(b)(4) through 31a-1(b)(11).

Firstar Bank, N.A.
425 Walnut Street
Cincinnati, OH 45202

Will maintain physical possession of the accounts, books, and
other documents required to be maintained by Rule 31a-1(b)(3).

Unified Management Corporation
431 N. Pennsylvania Street
Indianapolis, IN 46204

Will maintain physical possession of the accounts, books, and
other documents required to be maintained by a principal
underwriter under by Rule 31a-1(d).

Unified Investment Advisers, Inc.
431 N. Pennsylvania Street
Indianapolis, IN 46204

Will maintain physical possession of the accounts, books, and
other documents required to be maintained by Rule 31a-1(f).

Item 29. Management Services
----------------------------

None.

Item 30. Undertakings
---------------------

None.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Indianapolis, and State of Indiana, on
the 30th day of November, 1999.

THE UNIFIED FUNDS

By /s/ Carol J. Highsmith

Carol J. Highsmith
Secretary

Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed below by the following persons in
the capacities indicated on November 30, 1999.

Signature Title

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

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

* Trustee
Daniel J. Condon

* Trustee
David E. LaBelle

* Trustee
Philip L. Conover

* Trustee
David Bottoms

* Trustee
John Hinkel

* By /s/ Carol J. Highsmith
Carol J. Highsmith
Attorney-in-Fact

<PAGE>

EXHIBIT INDEX

PAGE

1. Consent of Brown, Cummins & Brown Co., L.P.A..................EX-99.B10

2. Consent of McCurdy & Associates, CPA's, Inc...................EX-99.B11

BROWN, CUMMINS & BROWN CO., L.P.A.
ATTORNEYS AND COUNSELORS AT LAW
3500 Carew Tower
J.W. Brown (1911-1995) 441 Vine Street JoAnn M. Strasser
James R. Cummins Cincinnati, Ohio 45202 Aaron A. Vanderlaan
Robert S. Brown Telephone (513) 381-2121
Donald S. Mendelsohn Telecopier (513) 381-2125 Of Counsel
Lynne Skilken Gilbert Bettman
Amy G. Applegate
Kathryn Knue Przywara
Melanie S. Corwin

November 30, 1999

The Unified Funds
431 N. Pennsylvania St.
Indianapolis, IN 46204

Re: The Unified Funds, File Nos. 33-89078 and 811-8968
--------------------------------------------------

Ladies and Gentlemen:

A legal opinion that we prepared was filed with Post-Effective
Amendment No. 9 to the Registration Statement (the "Legal Opinion"). We hereby
give you our consent to incorporate by reference the Legal Opinion into
Post-Effective Amendment No. 13 to your Registration Statement (the
"Amendment"), and consent to all references to us in the Amendment.

Very truly yours,

/s/

Brown, Cummins & Brown Co., L.P.A.

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report
dated October 19, 1999 and to all references to our firm included in or made a
part of this Post-Effective Amendment Number 13 to the Unified Funds'
Registration Statement on Form N-1A (File No. 33-89078), including the
references to our firm under the heading "Financial Highlights" in each
Prospectus and the heading "Accountants" in each Statement of Additional
Information.

/s/

McCurdy & Associates CPA's, Inc.
Westlake, Ohio
November 24, 1999