A decline in cognitive abilities is common with aging, yet there is much variation in the rate of decline among individuals. This talk will highlight a number of factors that have been identified to be associated with cognitive function, including physical function, vascular health, and cognitive engagement. We previously reported that physical fitness, cardiovascular reserve and diversity of cognitive activities were significantly related to overall cognitive function, attention and executive function in a retrospective analysis of neuropsychological test performance in post-menopausal healthy female adults (Eskes et al., 2010). In addition, cognitive function was better predicted from the combination of these factors, compared to any factor alone. Thus it appears from our work and others that cognitive function with aging is multi-determined and may be mediated, at least in part, through effects on cerebrovascular health (Davenport et al., 2012). We will review these associations and link them to further results from a prospective study (Brain in Motion Study; Tyndall et al., 2013) now underway to further examine the synergy and underlying mechanisms of these factors on neuropsychological function in a healthy aging population. In this study, we are examining how certain factors, (e.g., daily cognitive activities, cerebrovascular function) modulate the impact of a six month physical exercise program on changes in neuropsychological test performance. Thus, the association between changes in physical fitness (i.e., assessed by VO2max testing), cerebrovascular blood flow regulation (i.e., assessed by resting state, cerebrovascular responses to hypercapnia, cerebrobascular responses during submaximal exercise), cognitive activities and neuropsychological test performance will be presented. Finally, the evidence for whether specific cognitive training can directly impact aging-related cognitive decline in older adults with and without vascular disease will be reviewed and preliminary data presented.