IMG LIQUID ASSETS FUND INC
497, 1996-10-15
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<PAGE>
                                                                    SWEEP SHARES
LIQUID ASSETS FUND AND
MUNICIPAL ASSETS FUND


2203 GRAND AVENUE, DES MOINES, IOWA  50312-5338
IMG FINANCIAL SERVICES, INC......................................1-800-798-1819
 ...................................................................515-244-5426


PROSPECTUS                                                     OCTOBER 15, 1996


Liquid  Assets  Fund  and  Municipal  Assets  Fund,  each  of  these  a  "Fund",
(collectively,  the "Funds") are money  market  mutual funds  designed to enable
investors to meet short-term  goals.  Investors choose whichever Fund best suits
their needs and may, without charge,  exchange Funds as their investment outlook
or goals change.

Each Fund offers three classes of shares.  This Prospectus  describes the "Sweep
Shares" of each Fund.  Sweep  Shares are offered to  customers  of banks.  Sweep
Shares are normally offered through financial  institutions  providing automatic
"sweep" investment programs to their own customers.  The Funds also offer "Trust
Shares" and  "Institutional  Shares"  which accrue  daily  dividends in the same
manner as Sweep Shares except that each class bears separate distribution and/or
shareholder servicing fees (see "Organization and Shares of the Funds").

LIQUID ASSETS FUND,  ("Liquid  Assets") seeks maximum current income  consistent
with safety of principal and  maintenance of liquidity.  MUNICIPAL  ASSETS FUND,
("Municipal  Assets")  seeks maximum  current  income exempt from federal income
tax,  consistent  with safety of principal and  maintenance of liquidity.  Sweep
Shares are offered  and  redeemed at $1.00 per share under rules which allow the
Funds to use the amortized cost method of valuing the Funds' assets.

AN  INVESTMENT IN SHARES OF THE FUNDS IS NOT INSURED OR GUARANTEED BY THE UNITED
STATES,  BY ANY STATE,  OR BY THE FDIC, IS NOT A DEPOSIT OR OTHER  OBLIGATION OF
THE UNITED STATES,  ANY STATE,  OR A BANK, OR GUARANTEED BY A BANK, AND INVOLVES
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.

UNDER  EXTRAORDINARY  CIRCUMSTANCES  THE VALUE OF SHARES MAY VARY FROM $1.00 AND
CONSEQUENTLY,  THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO MAINTAIN
A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

This  Prospectus  sets forth basic  information  about each Fund that  investors
should  know  before  investing  and should be  retained  for future  reference.
Statements of Additional  Information (as of the date of this Prospectus)  which
contain  more  detailed  information  about  each Fund have been  filed with the
Securities and Exchange Commission and are hereby incorporated by reference. The
Statements of Additional  Information  are available  free upon request from IMG
Financial Services, Inc., at the address and telephone number indicated above.

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


<PAGE>

EXPENSE SUMMARY

The expense summary table is provided to assist you in understanding the various
costs and expenses that may be incurred  directly or indirectly as a shareholder
of either  Fund.  There  are no  transaction  fees  imposed  upon the  purchase,
redemption, or exchange of shares.

                                         Liquid Assets      Municipal Assets
ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
     Management Fees.................        0.25%                  0.00%
     12b-1 Distribution Fees.........        0.75%                  0.50%
     Other Expenses..................        0.20%                  0.40%
     Total Fund Operating Expenses...        1.20%                  0.90%


Effective  September  1, 1996,  the Advisor and the  Distributor  have agreed to
voluntarily  waive a  portion  or all of  their  fees and to  reimburse  certain
expenses of Municipal  Assets.  The Advisor and  Distributor  each  reserves the
right  to  terminate  its  waiver  or  reimbursement  at any  time  in its  sole
discretion. Absent these waivers, the Management Fees for Municipal Assets would
be 0.25 percent and total  operating  expenses  would be 1.15 percent of average
net  assets.  Additional  operating  expenses  information  may be  found  under
"Management and Fees".

EXAMPLES

You  would  pay the  following  expenses  on a $1,000  investment  in each  Fund
assuming,  (1) a (hypothetical) five percent annual return and (2) redemption at
the end of each time period:

                             1 Year      3 Years      5 Years      10 Years
  Liquid Assets               $12          $38          $66          $145
  Municipal Assets             $9          $29          $50          $111

EXPLANATION OF TABLE

THE  FOREGOING  SHOULD  NOT BE  CONSIDERED  A  REPRESENTATION  OF PAST OR FUTURE
EXPENSES OR RATES OF RETURN.  ACTUAL  EXPENSES OR RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE  SHOWN.  The  Expense  Summary  and  Examples do not reflect any
charges that may be imposed by financial institutions on their customers.

The purpose of the foregoing  tables is to assist in  understanding  the various
costs and  expenses  that may be directly or  indirectly  borne by  investors in
Sweep Shares. Certain figures contained in the above tables are based on amounts
incurred  during each Fund's most recent  fiscal year and have been  adjusted as
necessary to reflect current service provider fees and/or reimbursements.  There
is no assurance  that any fee waivers will continue at their present  level;  if
any current fee waivers  and/or  reimbursements  are  discontinued,  the amounts
contained in the  examples may  increase.  The  information  in the above tables
relates  only  to  Sweep   Shares.   The  Funds  also  offer  Trust  Shares  and
Institutional  Shares.  Long-term  shareholders may eventually pay more than the
economic equivalent of the maximum front-end sales charge otherwise permitted by
the National Association of Securities Dealers,  Inc. Wire transfers may be used
to transfer  federal funds directly  to/from the Funds' custodian bank. A $15.00
fee may be charged to an individual  shareholder account for redemption by wire.
Please refer to "Management and Fees" for further information.

HIGHLIGHTS

The INVESTMENT  OBJECTIVE of Liquid Assets is maximum current income  consistent
with safety of  principal  and  maintenance  of  liquidity.  The Fund invests in
short-term debt  obligations  issued or guaranteed by the U.S.  government,  its
agencies or instrumentalities and repurchase  agreements  collateralized by such
obligations   including,   redeemable   Certificates   backed  by  Farmers  Home
Administration guaranteed loans and primarily, federally insured student loans.

The INVESTMENT  OBJECTIVE of Municipal  Assets is maximum  current income exempt
from federal income tax,  consistent with safety of principal and maintenance of
liquidity.  The Fund  invests  primarily in high  quality  short-term  municipal
securities which mature or have a demand feature exercisable in one year or less
from  the  date  of  acquisition.  See  "Investment  Objectives,   Policies  and
Restrictions".

The NET ASSET  VALUE,  that is, the price at which  shares of the Funds are sold
and redeemed, will be $1.00 per share, except under extraordinary circumstances.
See "Opening an Account -- Share Price".

SHARES OF EITHER FUND MAY BE  PURCHASED at the next  determined  net asset value
per share,  without a sales charge,  with an initial investment of at least $250
and  subsequent  purchases  of at least $25  (subject  to  certain  exceptions).
Purchases may be made by check,  wire,  electronic funds transfer and/or through
Participating Organizations. See "Purchasing Shares".

SHARES MAY BE REDEEMED  at their next  determined  net asset value by  exchange,
check,   wire,   electronic   funds  transfer   and/or   through   Participating
Organizations. See "Redeeming Shares".

The ADVISOR of the Funds is Investors  Management Group,  (the "Advisor"),  2203
Grand Avenue,  Des Moines,  Iowa  50312-5338,  a registered  investment  advisor
incorporated in June 1982. See  "Management  and Fees".  The Advisor is also the
transfer agent for the Funds.

The  Funds'  DISTRIBUTOR  is  IMG  Financial  Services,  Inc.,  a  wholly  owned
subsidiary  of the  Advisor.  IMG  Financial  Services,  Inc.,  is a  registered
broker/dealer and was incorporated in May 1992.

The Advisor is entitled to an INVESTMENT  ADVISORY FEE which is calculated daily
and paid  monthly at an annual rate of 0.25 percent of each Fund's net assets up
to $200,000,000, declining to 0.20 percent of average daily net assets in excess
of $600,000,000. Effective September 1, 1996, the Advisor has voluntarily agreed
to waive  all of its fee with  respect  to  Municipal  Assets.  This  waiver  is
voluntary and may be terminated  at any time in the Advisor's  sole  discretion.
See "Management and Fees".

DISTRIBUTION  FEES are paid by the Funds to the Distributor and by it to certain
Participating  Organizations pursuant to Rule 12b-1 under the Investment Company
Act of 1940 (the "Act"),  up to a maximum of 0.75  percent of the average  daily
net asset value of all Sweep Shares issued and outstanding for Liquid Assets and
0.50  percent of the  average  daily net assets of all Sweep  Shares  issued and
outstanding for Municipal Assets.  Effective  September 1, 1996, the Distributor
has  voluntarily  agreed to waive 0.25 percent of its  Distribution  Fees and to
reimburse certain expenses of Municipal Assets. This waiver and reimbursement of
fees is voluntary  and may be terminated  at any time in the  Distributors  sole
discretion.

DIVIDENDS are declared  daily and paid monthly (see  "Distributions  and Taxes")
and will be automatically reinvested unless the shareholder elects otherwise.

FINANCIAL HIGHLIGHTS

The "Financial  Highlights" on the following pages give  information  about each
Fund's financial history. The Funds' fiscal year has been July 1 through June 30
since their  inception.  The tables use the Funds'  fiscal years (which end June
30) and express  investment  and  distribution  information in terms of a single
share  outstanding  throughout  each period.  As of the date  hereof,  each Fund
offered a single class of shares.  The tables illustrate the actual  performance
of those shares during the period.

The tables  presented for the years 1987 through 1996 have been examined by KPMG
Peat Marwick LLP,  independent  auditors,  whose unqualified report covering the
year ending June 30, 1996, is included in the Annual Report to  shareholders  of
each Fund. The Annual Report is included in each Fund's  Statement of Additional
Information  and will be provided  upon  request to the  address  and  telephone
number on Page 1 of this Prospectus without charge.

<TABLE>
<CAPTION>
SELECTED DATA FOR A SWEEP SHARE OF                                                                              
EACH FUND OUTSTANDING THROUGHOUT                                                                                
EACH PERIOD                      1996      1995      1994      1993      1992      1991      1990      1989      1988      1987
________________________________________________________________________________________________________________________________
<S>                           <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
LIQUID ASSETS FUND
Net Asset Value                                                                         
Beginning of Period           $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000 
                                                                                
Net Investment Income            0.047     0.047     0.027     0.027     0.044     0.063     0.074     0.076     0.057     0.051
                                                                                
Dividends Distributed           (0.047)   (0.047)   (0.027)   (0.027)   (0.044)   (0.063)   (0.074)   (0.076)   (0.057)   (0.051)
                              ---------------------------------------------------------------------------------------------------
Net Asset Value                                                                         
End of Period                 $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000 
                              ===================================================================================================

Total Return                      4.68%     4.66%     2.66%     2.72%     4.37%     6.31%     7.40%     7.62%     5.74%     5.13%
                                                                                
Ratio of Expenses to                                                                             
Average Net Assets                1.20%     1.20%     1.18%     1.16%     1.16%     1.15%     1.16%     1.17%     1.15%     1.17%
                                                                                
Ratio of Net Income to                                                                          
Average Net Assets                4.68%     4.66%     2.66%     2.72%     4.37%     6.31%     7.40%     7.62%     5.74%     5.13%
                                                                                
Net Assets                                                                              
End of Period (000 Omitted)   $176,633  $167,085  $141,018  $123,949  $117,238  $111,405  $104,014  $ 93,335  $ 73,525  $ 67,020




On September 25, 1996, the shareholders approved amendments to the Fund's Articles of Incorporation to reclassify all outstanding 
shares as Sweep Shares.  This reclassification did not effect the existing fee structure.

<CAPTION>
SELECTED DATA FOR A SWEEP SHARE OF                                                                              
EACH FUND OUTSTANDING THROUGHOUT                                                                                
EACH PERIOD                      1996      1995      1994      1993      1992      1991      1990      1989      1988      1987
________________________________________________________________________________________________________________________________
<S>                           <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
MUNICIPAL ASSETS FUND                                                                           
Net Asset Value                                                                         
Beginning of Period           $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000
                                                                                
Net Investment Income            0.026     0.025     0.015     0.017     0.030     0.044     0.050     0.051     0.039     0.035
                                                                                
Dividends Distributed           (0.026)   (0.025)   (0.015)   (0.017)   (0.030)   (0.044)   (0.050)   (0.051)   (0.039)   (0.035)
                              ---------------------------------------------------------------------------------------------------
Net Asset Value                                                                         
End of Period                 $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000 
                              ===================================================================================================
                                                                                
Total Return                      2.64%     2.53%     1.53%     1.69%     3.06%     4.40%     4.96%     5.10%     3.94%     3.45%
                                                                                
Ratio of Expenses to                                                                            
Average Net Assets                1.48%     1.38%     1.35%     1.35%     1.37%     1.39%     1.63%     1.50%     1.52%     1.46%
                                                                                
Ratio of Net Income to                                                                          
Average Net Assets                2.64%     2.53%     1.53%     1.69%     3.06%     4.40%     4.96%     5.10%     3.94%     3.45%
                                                                                
Net Assets                                                                              
End of Period (000 Omitted)   $ 10,146  $ 16,130  $ 21,355  $ 23,764  $ 29,670  $ 26,683  $ 15,077  $ 12,619  $ 14,528  $ 14,560




On September 25, 1996, the shareholders approved amendments to the Fund's Articles of Incorporation to reclassify all outstanding 
shares as Sweep Shares.  This reclassification did not effect the existing fee structure.
</TABLE>

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

LIQUID ASSETS

The investment  objective of Liquid Assets is maximum current income  consistent
with safety of principal and  maintenance of liquidity.  The Fund invests in the
following  money  market  instruments  maturing in 397 days or less from time of
investment, (with certain exceptions):

(1)  Obligations  issued or guaranteed  by the U.S.  government or any agency or
     instrumentality  thereof.  Such  securities will include those supported by
     the full faith and credit of the United States Treasury or the right of the
     agency or  instrumentality  to borrow from the  Treasury,  as well as those
     supported only by the credit of the issuing agency or instrumentality.

(2)  Repurchase  agreements  involving  securities in the immediately  foregoing
     categories.  A repurchase agreement involves the sale of such securities to
     the Fund with the concurrent  agreement of the seller to repurchase them at
     a  specified  time and  price to yield an  agreed  upon  rate of  interest.
     Repurchase  agreements  may involve  certain  risks which are  described in
     greater detail in the Statement of Additional Information.

(3)  Redeemable    interest-bearing    trust    certificates    ("Student   Loan
     Certificates")  issued by the Iowa Student Loan Trust and/or other  Student
     Loan Trusts established by the Fund,  ("Student Loan Trusts"),  created for
     the sole  purpose of  purchasing  from banks  (which  qualify as  "eligible
     lenders")  federally insured student loans originated by banks. The Student
     Loan  Certificates  will have original  maturities of no more than 397 days
     but will be  redeemable by the Fund at their face amount upon not more than
     five days'  written  notice to the  issuing  Student  Loan  Trust.  Further
     details  concerning  the Student Loan Trusts and the Fund's  investments in
     Student  Loan  Certificates  are  found  in  the  Statement  of  Additional
     Information.

(4)  Redeemable  interest-bearing  ownership  certificates ("FmHA Certificates")
     issued by one or more guaranteed loan trusts ("FmHA Trusts"),  each created
     for the purpose of  acquiring  participation  interests  in the  guaranteed
     portion of Farmer's Home Administration ("FmHA") guaranteed loans. The FmHA
     Certificates  will have  original  maturities  of no more than 397 days but
     will be redeemable by the Fund at their face amount upon not more than five
     days' written notice to the issuing FmHA Trust.  Further details concerning
     the FmHA Trusts and the Fund's  investment  in FmHA  Certificates  and FmHA
     guaranteed loans are found in the Statement of Additional Information.

In accordance with procedures  adopted pursuant to Rule 2a-7 under the 1940 Act,
the Fund limits its  investments  to those U.S.  dollar-denominated  instruments
determined  by the Board of Directors to present  minimal  credit risk and which
are "Eligible Securities" as that term is defined by Rule 2a-7. Pursuant to Rule
2a-7,  the Fund  shall not have  invested  more than five  percent  of its total
assets in securities issued by a single issuer.  For additional  requirements of
Rule 2a-7,  see  "Opening  an Account -- Share  Price".  Assets of the Fund will
consist of  securities  with  maturities of 397 days or less at date of purchase
or, if  maturing  beyond 397 days,  will be backed by  Liquidity  and  Servicing
Agreements  or Guaranteed  Funding  Agreements  and will have variable  interest
rates  adjustable  at least  semiannually.  In  determining  whether  particular
variable  rate  investments  backed by Liquidity  and  Servicing  Agreements  or
Guaranteed  Funding  Agreements may be made, the period remaining until maturity
will be deemed to be the longer of the demand notice period  required before the
Fund is  entitled  to  receive  payment  of the  principal  amount or the period
remaining  until  the next  interest  adjustment.  The  dollar-weighted  average
maturity of Fund  investments  will be 90 days or less,  determined  in the same
manner.  While the  underlying  security in a  repurchase  agreement  may have a
maturity of more than 397 days, the repurchase  agreement  itself will terminate
in less than 397 days,  and  typically  within a few days.  The Fund  intends to
invest at least 25 percent of its total  assets in  Student  Loan  Certificates,
and/or FmHA Certificates,  except when such investments are either not available
in  sufficient  quantity or do not carry  yields  competitive  with  alternative
investments.

It is the policy of the Fund that any illiquid securities  (including repurchase
agreements of more than seven days duration) may not constitute,  at the time of
purchase  or at any time,  more than ten  percent  of the value of the total net
assets of the Fund.

As a fundamental policy, the Fund does not intend to concentrate its investments
in any one industry and, pursuant to Section 18(f) of the 1940 Act, the Fund may
not issue senior securities.  As a general policy, it is the Fund's intention to
hold investments until they mature.  However, in an effort to increase portfolio
yields,  the  Fund  may  periodically  trade  securities  to take  advantage  of
perceived  disparities  between  markets for  various  short-term  money  market
instruments.  It  is  also  possible  that  redemptions  of  Fund  shares  could
necessitate  the sale of  portfolio  investments  prior to maturity and at times
when such sale would be undesirable because of unfavorable market conditions.

While  investments  by the  Fund  will be  confined  to high  quality  financial
instruments,  the complete  elimination  of risk is not possible.  Under certain
circumstances   described  in  more  detail  in  the   Statement  of  Additional
Information,  the net asset  value of Fund  shares  could  decrease.  It is also
possible  Participating  Banks or borrowers  will default on the  provisions  of
their  agreements  with  the  Fund or that  banks  will  default  on  repurchase
agreements  with the Student Loan Trusts or the FmHA  Trusts,  which could cause
the net asset value per share to decrease.


In light of these various  contingencies,  there can be no  assurances  the Fund
will achieve its investment objectives.

The Fund has adopted a number of investment  policies and restrictions,  some of
which can be changed by the Board of  Directors.  Others may be changed  only by
holders of a majority  of the  outstanding  shares and  include  the  following:
Without shareholder approval the Fund may not: (1) purchase any securities other
than those described  above; (2) invest more than 80 percent of its total assets
in Student Loan Certificates and/or FmHA Certificates; (3) purchase or sell real
estate (other than short-term loans secured by real estate or interests  therein
or loans to companies which invest in or engage in other  activities  related to
real estate), commodities or commodity contracts, interests in oil, gas or other
mineral exploration or development programs;  (4) make short sales of securities
or  maintain  a short  position  or write,  purchase,  or sell  puts  (excluding
repayment and  guarantee  arrangements  on loan  participations  purchased  from
Participating  Banks),  calls,  straddles,  spreads or combinations thereof; (5)
make loans to other  persons,  provided  the Fund may invest up to 80 percent of
its total assets in Student Loan Certificates or FmHA Certificates, as described
in (2) above, and may make the investments and enter into repurchase  agreements
as  described  above;  (6)  invest  in  securities  with  legal  or  contractual
restrictions  on  resale  (except  for  repurchase   agreements,   Student  Loan
Certificates,  and FmHA  Certificates) or for which no ready market exists;  (7)
enter into repurchase agreements if, as a result thereof, more than five percent
of the  Fund's  total  assets  (taken  at  market  value  at the  time  of  such
investment)  would be subject to  repurchase  agreements  maturing  in more than
seven days.

The foregoing investment  restrictions are considered fundamental policies which
cannot be changed without the approval of a "majority" of the Fund's outstanding
voting  securities,  that is, by (a) 67 percent or more of the securities voting
at a special or annual meeting if more than 50 percent of the outstanding shares
of Common Stock are  represented  at such meeting in person or by proxy;  or (b)
more than 50 percent of the  outstanding  Common Stock,  whichever is less.  The
Statement  of  Additional  Information  includes  discussion  of  certain  other
investment  policies  and  restrictions,  some  of  which  are  also  considered
fundamental and may not be changed without shareholder approval.

MUNICIPAL ASSETS

The investment  objective of Municipal  Assets is maximum  current income exempt
from federal income tax,  consistent with safety of principal and maintenance of
liquidity.  The Fund invests in the following types of money market  instruments
maturing in 397 days or less from time of investment (with certain  exceptions),
as defined herein:

(1)    Tax-exempt debt  obligations  issued by state and municipal  governmental
       units and public  authorities  within the United States and participation
       interests therein.  With few exceptions such obligations will be nonrated
       and of  limited  marketability.  However,  they  will be backed by demand
       repurchase  commitments  of the  issuers  thereof  and  irrevocable  bank
       letters  of  credit or  guarantees  (collectively  referred  to herein as
       "Liquidity Agreements").  The Liquidity Agreements will permit the holder
       of the securities to demand payment of the unpaid principal  balance plus
       accrued  interest upon a specified number of days' notice either from the
       issuer  or  by  drawing  on an  irrevocable  bank  letter  of  credit  or
       guarantee.  In addition,  all obligations with maturities longer than 397
       days from date of purchase  will, by their terms,  bear rates of interest
       that are adjusted upward or downward no less frequently than semiannually
       by means of a formula  intended  to reflect  market  changes in  interest
       rates.  Certain  types of industrial  development  bonds issued by public
       bodies  to  finance  the   construction   of  industrial  and  commercial
       facilities and equipment are also purchased.  The Statement of Additional
       Information  contains further details  concerning the Fund's policies and
       procedures with respect to investments in such tax-exempt obligations and
       participation interests.

(2)    High quality  tax-exempt debt  obligations  issued by state and municipal
       governments and by public  authorities,  including issues sold as interim
       financing in anticipation of tax  collections,  revenue  receipts or bond
       sales, and tax-exempt  Project Notes secured by the full faith and credit
       of the United States.  Such  obligations will be purchased only if backed
       by the full  faith and  credit of the  United  States or rated  Aaa,  Aa,
       MIG-1, MIG-2 or Prime-1 by Moody's Investors  Service,  Inc., or AAA, AA,
       or A-1 by Standard & Poor's Corporation.  Nonrated securities may also be
       purchased  if  determined  by the  Fund's  board  of  directors  to be of
       comparable quality to the rated securities in which the Fund may invest.

(3)    Taxable obligations issued or guaranteed by agencies or instrumentalities
       of the  U. S. government may be acquired from time to time on a temporary
       basis for defensive purposes.

(4)    Repurchase  agreements  involving  securities in the immediate  foregoing
       category.  A repurchase agreement involves the sale of such securities to
       the Fund with the concurrent  agreement of the seller to repurchase  them
       at a specified time and price,  to yield an agreed upon rate of interest.
       Repurchase  agreements  may involve  certain risks which are described in
       greater detail in the Statement of Additional Information.

In accordance with procedures  adopted pursuant to Rule 2a-7 under the 1940 Act,
the Fund limits its  investments  to those U.S.  dollar-denominated  instruments
determined  by the Board of Directors to present  minimal  credit risk and which
are "Eligible Securities" as that term is defined by Rule 2a-7. Pursuant to Rule
2a-7,  the Fund shall not invest more than five  percent of its total  assets in
securities issued by a single issuer. For additional  requirements of Rule 2a-7,
see  "Opening  an Account -- Share  Price".  Assets of the Fund will  consist of
securities  with  maturities  of 397  days or less at date of  purchase  or,  if
maturing beyond 397 days,  securities  which are backed by Liquidity  Agreements
and which have variable  interest rates  adjustable at least  semi-annually  and
upon the  adjustment  of the interest rate the value of the  securities  will be
approximately  equal to par. In  determining  whether  particular  variable rate
investments  backed by Liquidity  Agreements may be made,  the period  remaining
until  maturity  will be deemed to be the  longer of the  demand  notice  period
required before the Fund is entitled to receive payment of the principal  amount
or the period remaining until the next interest adjustment.  The dollar-weighted
average maturity of Fund investments will be 90 days or less,  determined in the
same manner.

Under normal market conditions, the Fund as a matter of fundamental policy, will
invest at least 80 percent of its total net assets in tax-exempt securities, the
interest on which is exempt from federal  income tax,  except to the extent that
some or all of  which  may be  subject  to the  alternative  minimum  tax.  This
fundamental  policy may not be changed without the approval of a majority of the
Fund's outstanding voting securities.

It is the policy of the Fund that any illiquid securities may not constitute, at
the time of purchase  or at  anytime,  more than ten percent of the value of the
total net  assets  of the Fund.  The Fund  does not  intend to  concentrate  its
investments  in any one industry  and pursuant to Section  18(f) of the 1940 Act
may not issue senior securities.

As a general policy,  it is the Fund's intention to hold investments  until they
mature or until immediately  prior to the expiration of an applicable  Liquidity
Agreement.  However,  in an effort to increase  portfolio  yields,  the Fund may
periodically trade securities to take advantage of perceived disparities between
markets for various  short-term  money market  instruments.  It is also possible
that  redemptions  of Fund  shares  could  necessitate  the  sale  of  portfolio
investments  prior to maturity and at times when such sale would be  undesirable
because of unfavorable market conditions.

New issues of tax-exempt  debt  obligations are usually offered on a when-issued
basis with the  securities  to be delivered and paid for  approximately  45 days
following the initial purchase commitment.  The Fund may occasionally enter into
such commitments, subject to certain limitations and procedures discussed in the
Statement of Additional Information.

While  investments  by the  Fund  will be  confined  to  high-quality  financial
instruments,  the complete  elimination  of risk is not possible.  Under certain
circumstances,   described  in  more  detail  in  the  Statement  of  Additional
Information,  the net asset  value of Fund  shares  could  decrease.  It is also
possible an issuer or bank will  default on the  provisions  of their  Liquidity
Agreements,  which  could cause the net asset  value per share to  decrease.  In
light of these various  contingencies,  there can be no assurances the Fund will
achieve its investment objectives.

The Fund has adopted a number of investment  policies and restrictions,  some of
which can be changed by the Board of  Directors.  Others may be changed  only by
holders of a majority  of the  outstanding  shares and  include  the  following:
Without shareholder approval the Fund may not: (1) purchase any securities other
than those described under "Investment  Policy"; (2) invest more than 80 percent
of its total assets in tax-exempt  fixed and variable rate debt  obligations (or
participation  interests  therein) issued by state and local  governmental units
within the United  States which are backed by Liquidity  Agreements;  (3) invest
more  than  five  percent  of its  total  assets  (determined  as of the date of
purchase) in tax-exempt  obligations or participation  interests therein subject
to  Liquidity  Agreements  issued by any one  bank;  (4)  purchase  or sell real
estate,  commodities  or  commodity  contracts,  interests  in oil, gas or other
mineral exploration or development programs;  (5) make short sales of securities
or  maintain  a short  position  or write,  purchase,  or sell  puts  (excluding
Liquidity  Agreements covering certain tax-exempt  obligations  purchased by the
Fund),  calls,  straddles,  spreads or combinations  thereof;  (6) make loans to
other persons,  provided the Fund may make investments and enter into repurchase
agreements  as  described   above;  (7)  invest  in  securities  with  legal  or
contractual  restrictions  on resale  (except for  tax-exempt  debt  obligations
subject to Liquidity  Agreements) or for which no ready market exists; (8) enter
into a Liquidity  Agreement  with any bank  unless such bank is a United  States
bank which has a record,  together with predecessors,  of at least five years of
continuous  operations;  (9) enter into  repurchase  agreements  if, as a result
thereof,  more than five  percent of the Fund's  total  assets  (taken at market
value at the time of such investment) would be subject to repurchase  agreements
maturing in more than seven days; and (10) enter into Liquidity  Agreements with
any bank if five percent or more of the securities of such bank are owned by the
Advisor or by  directors  and  officers  of the Fund or the  Advisor,  or if any
director or officer of the Fund or the Advisor owns more than 1/2 percent of the
voting securities of such bank.

The foregoing investment  restrictions are considered fundamental policies which
cannot be changed without the approval of a "majority" of the Fund's outstanding
voting  securities,  that is, by (1) 67 percent or more of the securities voting
at a special or annual meeting if more than 50 percent of the outstanding shares
of Common Stock are  represented  at such meeting in person or by proxy;  or (2)
more than 50 percent of the  outstanding  Common Stock,  whichever is less.  The
Statement  of  Additional  Information  includes  discussion  of  certain  other
investment  policies  and  restrictions,  some  of  which  are  also  considered
fundamental and may not be changed without shareholder approval.

PERFORMANCE

Performance  of each Fund may be quoted in advertising in terms of current yield
and  effective  yield.  Current  yield  refers  to the  income  generated  by an
investment  in  either  Fund over a  seven-day  period,  expressed  as an annual
percentage rate. Effective yield is calculated similarly but assumes that income
earned  from the  investment  is  reinvested.  Effective  yield will be slightly
higher than  current  yield  because of the  compounding  effect of this assumed
reinvestment.

The current and effective  yields for the seven-day  period ended June 30, 1996,
for Liquid Assets and Municipal  Assets were 4.50 percent and 4.60 percent,  and
2.41 percent and 2.44 percent, respectively.

Performance of the Funds may also be compared to other mutual funds with similar
investment  objectives,  relevant  indices or rankings  prepared by  independent
services or other  financial  publications,  or yields on deposits at  financial
institutions.  Unlike the Funds, deposit accounts at financial  institutions are
generally FDIC insured and do not fluctuate to the extent of the Funds.

Additionally,  Municipal Assets may quote a taxable-equivalent  yield based on a
stated  income  tax  rate.  Please  see  each  Fund's  Statement  of  Additional
Information for further  discussion of the manner in which yields are calculated
and the comparative performance data which may be used.

Of  course,  the  Funds'  yields  are not  fixed  nor is  principal  guaranteed.
Performance  will  fluctuate  and any  quotation  should  not be  considered  as
representative of the future performance of either Fund.

DISTRIBUTIONS AND TAXES

Dividends  from the net income of each Fund are declared  daily on each business
day and paid monthly to holders of record  immediately  before 3:00 p.m. Central
Time. Dividends are automatically reinvested in Sweep Shares unless cash payment
has been  requested.  If a shareholder  redeems the entire amount in his account
during the month,  dividends  credited to the account from the  beginning of the
month through the date of redemption are paid with the redemption proceeds.

Dividends on each class of shares are determined in the same manner and are paid
in the same amounts irrespective of class, except that each class bears separate
distribution and/or shareholder  servicing fees (see "Organization and Shares of
the Funds").

Dividends  declared in October,  November,  or December of any year,  payable to
shareholders  of record on a specified  date in such  months,  will be deemed to
have been received by the  shareholders  and paid by the Funds on December 31 of
such year, in the event that such  dividends are actually paid during January of
the following year.

Each Fund intends to qualify as a regulated  investment  company by distributing
substantially  all of its taxable net income,  including  any  realized  capital
gains,  and thus will not incur any  Federal  income  taxes.  Shareholders  will
receive  taxable  dividend  income,  tax-exempt  dividend  income and/or capital
gains, as the case may be, from  distributions  whether paid in cash or received
in the form of additional shares.

Dividends  derived from interest on federally  tax-exempt debt obligations owned
by Municipal Assets are intended to constitute "exempt-interest dividends" which
are  generally  not Federally  taxable to  shareholders,  although some could be
includable for purposes of the alternative  minimum tax.  Dividends derived from
other interest and the  realization of capital gains are taxable to shareholders
whether or not reinvested.

Municipal  Assets  expenses  will be allocated  between  tax-exempt  and taxable
income in the same proportion as the Fund's tax-exempt income bears to the total
of such exempt  income and its gross  income  (excluding  from gross  income the
excess of capital gains over capital losses).

Promptly after the end of each calendar year,  each  shareholder  will receive a
statement of the Federal  income tax status of all dividends  and  distributions
paid during the year.  This  discussion is only a summary and relates  solely to
Federal tax matters.  Further  discussion of the Federal Income Tax consequences
of an  investment  in the  Fund  is  provided  in the  Statement  of  Additional
Information.  Dividends may also be subject to local taxation.  Shareholders are
encouraged to consult with their personal tax advisors.


ORGANIZATION AND SHARES OF THE FUNDS

The Funds are open-end, diversified management investment companies organized as
Iowa  corporations.  Liquid Assets was  incorporated in June 1982 under the name
Iowa Liquid Assets Fund,  Inc.,  and changed its name to IMG Liquid Assets Fund,
Inc., in October 1987. Municipal Assets was incorporated under the name Iowa Tax
Free Liquid  Assets Fund,  Inc., in January 1983 and changed its name to IMG Tax
Exempt  Liquid Assets Fund,  Inc.,  in October 1987. On September 25, 1996,  the
Funds each increased  authorized capital to five billion shares of Common Stock,
par value $.001 per share,  changed the Fund's  names to Liquid  Assets Fund and
Municipal Assets Fund,  respectively,  and amended their respective  Articles of
Incorporation  to  authorize  the  Boards  of  Directors  to  issue  one or more
additional   classes  of  shares.   Simultaneously,   the  Boards  approved  the
redesignation  of the  existing  shares as "Sweep  Shares"  and the  issuance of
"Trust  Shares" and  "Institutional  Shares".  Management of the affairs of each
Fund is legally vested in its Board of Directors,  which meets  periodically  to
review  activities  of the Fund and the  Advisor and to  consider  other  policy
matters pertaining to the Fund.

Sweep  Shares of the Funds are  described in this  Prospectus.  Trust Shares and
Institutional Shares are offered in separate  Prospectuses which may be obtained
by calling IFS at  1-800-798-1819  or writing to IFS at the address on the cover
of this  Prospectus.  All shares are  offered to  individual  and  institutional
investors  acting on their own behalf or on behalf of their  customers  and bear
their pro rata portion of all operating expenses paid by the Funds,  except that
Sweep  Shares and Trust Shares bear  separate  distribution  and/or  shareholder
servicing  fees.  Institutional  Shares  bear  no  distribution  or  shareholder
servicing fees.

Each class of Shares  offers  different  privileges.  Sweep  Shares are normally
offered through financial  institutions  providing  automatic "sweep" investment
programs to their customers,  and offer a check writing privilege.  Trust Shares
are normally offered through trust organizations or others providing shareholder
services such as  establishing  and  maintaining  accounts and records for their
customers  who  invest  in  Trust  Shares,  assisting  customers  in  processing
purchase,  exchange  and  redemption  requests,  and  responding  to  customers'
inquiries  concerning  their  investments.  Institutional  Shares are  available
directly  from the  Distributor  only and offer only the Exchange and  Telephone
Transfer  services.  Each class of shares is exchangeable only for shares of the
same class.  Financial  institutions selling or servicing Sweep Shares and Trust
Shares  may  receive  different  compensation  with  respect  to one class  over
another.

Shareholders are entitled to one vote for each full share held and proportionate
fractional  votes  for  fractional  shares  held.  Shares of each Fund will vote
together and not by class unless otherwise  required by law or permitted by each
Fund's Board of Directors. All shareholders of each Fund will vote together as a
single class on matters relating to the Fund's  investment  advisory  agreement,
investment objective and fundamental policies. Only holders of Sweep Shares will
vote on matters  relating  to the  Distribution  Plan for Sweep  Shares and only
holders of Trust  Shares  will vote on  matters  pertaining  to the  Shareholder
Services Plan for Trust Shares.

Shares of the Funds have  non-cumulative  voting  rights and,  accordingly,  the
holders of more than 50 percent of each Fund's outstanding shares  (irrespective
of class) may elect all of the Directors.  Shares have no preemptive  rights and
only such  conversion and exchange  rights as each Fund's Board may grant in its
discretion.  When issued for payments as described  in this  Prospectus,  shares
will be fully paid and nonassessable.

MANAGEMENT AND FEES

Investors Management Group, ("IMG") manages the investments and business affairs
of the  Funds.  IMG is a  registered  Investment  Advisor  located at 2203 Grand
Avenue,  Des Moines,  Iowa 50312-5338.  IMG Financial  Services,  Inc., a wholly
owned subsidiary of IMG, is a registered  broker/dealer and serves as the Funds'
Underwriter.  Since IMG was founded in 1982,  its  principal  business  has been
providing continuous  investment management to pension and profit-sharing plans,
insurance  companies,   public  agencies,   banks,   endowments  and  charitable
institutions,  other mutual funds,  individuals and others. As of June 30, 1996,
IMG had  approximately  $1.4  billion in equity,  fixed  income and money market
assets under management.  David W. Miles, Mark A. McClurg,  and James W. Paulsen
are principal shareholders of IMG.

The Funds are  managed by Jeffrey  D.  Lorenzen,  CFA,  Managing  Director.  Mr.
Lorenzen is a fixed income strategist and is a member of IMG's Investment Policy
Committee.  Prior to joining IMG in 1992, his experience  includes  serving as a
securities  analyst and corporate  fixed income analyst for The Statesman  Group
from 1989 to 1992.  He received  his Masters of Business  Administration  degree
from Drake  University and his Bachelor of Business  Administration  degree from
the University of Iowa.

Under a management  contract between each Fund and IMG, a fee is paid to IMG for
investment  advisory  services.  Each Fund is responsible  for paying  operating
expenses not assumed by IMG.

The  management  fee for each Fund is  calculated  daily and paid  monthly.  The
maximum  management  fee for each Fund is 0.25  percent of each  Fund's  average
daily net assets up to $200,000,000. The management fee declines to 0.20 percent
of average daily net assets in excess of $600,000,000. For the fiscal year ended
June 30, 1996,  fees paid by Liquid Assets and Municipal  Assets to IMG amounted
to approximately 0.25 percent of each Fund's average net assets, or $444,793 and
$43,217, respectively.

From time to time, IMG may voluntarily  waive all or a portion of the management
fee and/or absorb certain  expenses of a Fund or class of shares without further
notification  of the  commencement  or termination of such waiver or absorption.
Any such waiver will have the effect of lowering the overall expense ratio for a
Fund or class of shares and  increasing  the overall  yield to investors in that
Fund or class of shares at the time any such amounts are waived and/or absorbed.

Effective September 1, 1996, IMG voluntarily agreed to waive all of its advisory
fees on Municipal Assets.  Without such waiver,  IMG would have been entitled to
receive a fee at the annual rate of 0.25 percent of the average daily net assets
of Municipal Assets.
This waiver is terminable without further notification at any time in IMG's sole
discretion.

IMG also acts as transfer  agent and dividend  paying  agent for the Funds,  and
maintains all shareholder records. Each Fund pays fees based upon asset size and
number of accounts.

Expenses of operating  each Fund include fees of directors not  affiliated  with
the Investment  Advisor,  custodial  fees,  taxes,  auditing and legal expenses,
Securities and Exchange  Commission fees, state securities  qualification  fees,
costs of preparing and printing  prospectuses  for  regulatory  purposes and for
distribution to shareholders,  certain insurance premiums,  transfer agent fees,
the publishing of reports to  shareholders,  and other expenses  relating to the
operation  of each  Fund  which  are not  expressly  assumed  by the  Investment
Advisor.

Each Fund pays  certain  distribution  fees  related to  marketing,  selling and
distribution  of Sweep Shares  including,  but not limited to,  preparation  and
distribution of promotional materials,  compensation to sales personnel employed
by  the  Distributor  and  for  payment  to  institutions,  including  financial
institutions   ("Participating   Organizations")   who  render   assistance   in
distributing  or  promoting  the sale of each Fund's  Sweep  Shares  under plans
("Plans") adopted pursuant to Rule 12b-1 under the Act. The maximum fees payable
under the Plans are an annual rate of 0.75  percent  for Liquid  Assets and 0.50
percent for Municipal  Assets,  computed monthly on the basis of the average net
asset value of the Sweep Shares issued by each Fund.  For fiscal year ended June
30, 1996,  fees paid under the plan for Liquid Assets and Municipal  Assets were
$1,334,402  and  $129,650,  respectively.  The  Directors  of each  Fund  review
quarterly a written report of the costs incurred  associated with the Plans. The
Directors  believe that the Plans are in  compliance  with Rule 12b-1 and are in
the best interests of the Funds.

The Glass-Steagall Act and other applicable laws prohibit banks from engaging in
the business of underwriting,  selling, or distributing  securities.  Insofar as
Participating  Organizations  (including banks) are compensated under the Plans,
their only function will be to perform  administrative and shareholder  services
for  their  clients  who  wish  to  invest  in  the  Funds.  If a  Participating
Organization  at a future date is prohibited  from acting in this capacity,  the
shareholder may lose the services  provided by the  Participating  Organization;
however,  it is not  expected  that the  shareholders  would  incur any  adverse
financial  consequences.  It is intended  that none of the services  provided by
such  Participating  Organizations  other than through  registered  brokers will
involve the solicitation or sale of shares of the Funds.

Mercantile  Bank of Polk County,  Des Moines,  Iowa,  acts as custodian  for the
Funds' cash and investments.

OPENING AN ACCOUNT

The Funds require a completed and signed  application (which is attached) at the
time you open  each new  account.  Additional  paperwork  may be  required  from
corporations,  associations and certain fiduciaries.  IF YOU HAVE QUESTIONS CALL
IFS AT 1-800-798-1819 FROM 8:00 A.M. TO 4:30 P.M. CENTRAL TIME.

SHARE PRICE

The shares of each Fund are sold without a sales charge.  The price of one share
is its "net asset value" or NAV (generally $1.00). NAV is computed by adding the
value  of each  Fund's  investments,  plus  cash  and  other  assets,  deducting
liabilities  and then  dividing the result by the number of shares  outstanding.
The NAV of each Funds'  shares is  determined  twice each business day, at 11:00
a.m. Central Time and at the close of the New York Stock Exchange (normally 3:00
p.m.  Central Time). The Funds are open for business each day the New York Stock
Exchange is open.

Your purchase will be processed at the next NAV calculated after your investment
has been  converted  to federal  funds.  If you invest by check,  the Funds must
generally  allow one or more  days for  conversion  into  federal  funds  before
accepting your purchase.

Rule 2a-7 under the Investment  Company Act of 1940 permits the Funds to compute
net asset value per share using the amortized  cost method of valuing  portfolio
securities. As a condition for using the amortized cost method of valuation, the
Board of Directors  established  procedures  to stabilize  each Fund's net asset
value at $1.00 per share.  These procedures are described in more detail in each
Fund's Statement of Additional Information.

Under the amortized cost method of valuation,  a security is initially valued at
cost on the date of  purchase  and,  thereafter,  any  discount  or  premium  is
amortized  on a  straight-line  basis to maturity,  regardless  of the effect of
fluctuating interest rates on the market value of the security.  U.S. government
obligations,  Student Loan Certificates and FmHA Certificates, which are subject
to mandatory repurchase at their original purchase price, investments in taxable
and tax-exempt  debt  obligations  rated by a recognized  bond rating agency and
regularly traded in the secondary  market,  and nonrated fixed and variable rate
tax-exempt obligations and participation interests therein, not regularly traded
in the secondary market but subject to Liquidity  Agreements,  will be valued at
amortized cost. Other assets are valued at a fair value determined in good faith
by the Board of Directors of each Fund.

PURCHASING SHARES

Shares of each Fund may be purchased directly from IMG Financial Services, Inc.,
as the  distributor.  Shares may also be  purchased  by  customers  of qualified
banks, savings and loan associations, broker/dealers, investment advisory firms,
and other organizations  ("Participating  Organizations") that have entered into
servicing  agreements with the Distributor.  The  Participating  Organization is
responsible for transmitting purchase orders directly to the Fund's Distributor.
A Participating  Organization  may elect to hold record  ownership of shares for
its  customers  and to  show  beneficial  ownership  of  shares  on the  account
statements it provides to them. In the alternative, a Participating Organization
may elect to establish  its  customers'  accounts of record with IMG as transfer
agent  for  the  Funds.   Generally,   shares  purchased  through  Participating
Organizations  will be held by the Participating  Organization as shareholder of
record.

Shares of each Fund are  offered  without  any  purchase  or  redemption  charge
imposed by the Fund.  The minimum  initial  investment  that may be made in each
Fund is $250. Subsequent investments in each Fund must be made in amounts of not
less than $25,  except where purchases are made through  financial  institutions
providing an automatic  "sweep"  investment  program,  in which case there is no
minimum. Participating Organizations may aggregate their customers' purchases to
satisfy the required minimums.

Purchases  may be effected on business  days when the Advisor,  Distributor  and
Custodian  are open for  business.  The Funds  reserve  the right to reject  any
purchase order,  including purchases made with foreign and third party drafts or
checks.

A purchase  order for Sweep  Shares  received and accepted by the Funds by 10:00
a.m. Central Time on a business day is effected at the net asset value per share
calculated  as of 11:00 a.m.  Central  Time,  and  investors  will  receive  the
dividend  declared that day, IF THE CUSTODIAN HAS RECEIVED THE PURCHASE PRICE IN
FEDERAL FUNDS OR OTHER  IMMEDIATELY  AVAILABLE  FUNDS BY 3:00 P.M.  CENTRAL TIME
THAT DAY. A purchase order for Sweep Shares  received  after 10:00 a.m.  Central
Time and prior to 3:00 p.m.  Central Time on a business day for which such funds
have been  received by 3:00 p.m.  Central  Time will be effected as of 3:00 p.m.
Central Time, and will begin to accrue dividends on the following  business day.
If federal funds are not available by 3:00 p.m.  Central Time, the order will be
canceled.  Payment for orders  which are not  accepted or are  canceled  will be
returned after prompt inquiry to the transmitting organization.

While the Funds  themselves do not presently  levy sales,  redemption or account
service charges,  Participating  Organizations  may elect to do so and the Funds
may elect to do so in the future.  Investors should inquire regarding the nature
and costs of services  provided by Participating  Organizations and determine if
such  services  are  desired,  because the costs  thereof will reduce the Funds'
yields to the investor below that obtainable by investing in the Funds directly.

Customers  wishing to purchase shares through their  Participating  Organization
should contact such entity directly for appropriate instructions. (For a list of
the Participating Organizations in your area, CALL IMG FINANCIAL SERVICES, INC.,
AT  1-800-798-1819  OR  515-244-5426.)  Direct  investors may purchase shares in
accordance with the procedures described below, "Purchase Procedures".

Certificates representing Fund shares purchased will not be issued. However, all
purchases are confirmed in writing to the investor and credited to their account
in the shareholder records maintained by the Transfer Agent. Investors will have
the same rights to their shares as if certificates had been issued.


PURCHASE PROCEDURES

  METHOD              INITIAL INVESTMENT              ADDITIONAL INVESTMENT


 BY MAIL              $250 (minimum)                    $25 (minimum)
                   Please make your check payable    Please make your check
                   to the Fund selected and mail     payable to the Fund 
                   to the address indicated on       selected, with your account
                   the application.                  number on the check and 
                                                     mail to the address printed
                                                     on your account statement.

 BY WIRE           Please call IMG Financial         See instructions below.
                   Services, Inc., for an account 
                   number before initial investment 
                   at 1-800-798-1819 or 
                   515-244-5426.

   Federal Funds should be wired to: Federal Reserve Bank of Chicago for
   Mercantile Bank of Polk County, Des Moines, together with the name of
   the Fund,  your account number and names.

   Please note that when  accounts  are opened by wire you must send a completed
   application at your earliest  convenience.  Your application must be received
   by the Fund before any instructions for redemption will be accepted.

 BY ELECTRONIC     Not available for initial         Shareholders who have an
 FUNDS TRANSFER    purchase.                         account with an institution
 (ACH)                                               which is a member of the 
                                                     Automated Clearing House, 
                                                     may elect to purchase Fund
                                                     shares via electronic funds
                                                     transfer.  Select this 
                                                     service on your application
                                                     or call the Fund.

SHAREHOLDER SERVICES

Some shareholder  services may not be available if shares are purchased  through
Participating   Organizations.   Call   IMG   Financial   Services,   Inc.,   at
1-800-798-1819 for more information.

EXCHANGE  PRIVILEGE.  You may  exchange  Sweep  Shares of either  Fund for Sweep
Shares in the other Fund described in this  Prospectus.  An exchange  involves a
redemption  of the shares of the Fund  being  liquidated  and a purchase  of the
shares of the Fund in which the  redemption  proceeds  are to be  invested.  The
exchange  privilege  is  offered as a  convenience  to  shareholders  and is not
intended to be a means of  speculating  on  short-term  movements in  securities
prices by transactions  involving frequent  purchases and sales of shares.  Each
Fund reserves the right at any time and without prior notice, to suspend, limit,
modify or terminate exchange privileges or their use by individual  shareholders
in order to prevent  transactions  considered to be  disadvantageous to existing
shareholders.

TELEPHONE TRANSFERS.  This service allows you to authorize transfers of money to
purchase or sell shares.  Using  Telephone  Transfer you can move money  between
your bank account and your account in the Funds with one phone call.  Moneys may
be transferred  either by wire or electronic  funds transfer with an institution
which is a member of the Automated Clearing House ("ACH").

Wire transfers may be used to transfer federal funds directly to/from the Funds'
custodian  bank. A $15.00 fee may be charged to your account for  redemptions by
wire.

Allow two (2) days after the call for electronic  funds transfer via ACH to move
moneys between your bank account and your account with either Fund.

For moneys  recently  invested,  allow normal  clearing  time before  redemption
proceeds  are sent to your bank.  In order to change the  financial  institution
account designated to receive redemption proceeds,  it will be necessary to send
a written  request to the Fund with a  signature  guarantee  from a national  or
state bank,  a trust  company or a federal  savings and loan  association,  or a
member  firm of the  New  York,  American,  Boston,  Midwest  or  Pacific  Stock
Exchange.

You can also arrange  SYSTEMATIC  PERIODIC  INVESTMENTS  (minimum $50) into your
Fund account.  Simply select the regular investment schedule you would like when
completing your account  application.  Your bank account will  automatically  be
debited to purchase shares of the Fund you select. You will receive confirmation
of each transaction.

Your  bank must be a member of ACH and you must  have a  checking  or  NOW/Money
Market Deposit account to use electronic funds transfer or systematic investing.
Please allow 20 days after receipt of your application to activate the Telephone
Transfer capability.

STATEMENTS  AND REPORTS.  You will  receive a statement of your account  listing
every  transaction  that affects your share balance no less than once per month.
At least twice a year you will receive the  financial  statements of the Fund in
which you have invested with a summary of that Fund's portfolio  composition and
performance.  Each Fund's Annual Report is reported on by the Funds' independent
auditors, KPMG Peat Marwick LLP.

REDEEMING SHARES

Shareholders may request  redemption of their shares at any time. Shares will be
redeemed at their net asset value as next determined after a redemption  request
in good order is received by the Fund's Distributor.  Redemption orders received
and accepted by the Distributor before 10:00 a.m. Central Time on a business day
will be redeemed as of 11:00 a.m.  Central Time and will earn dividends  through
the previous day; proceeds normally will be sent electronically the same day (or
mailed by check the next  business  day) to the  organization  that  placed  the
redemption  order in good form.  Redemption  orders  received  after  10:00 a.m.
Central Time or on a non-business  day will be redeemed as of 3:00 p.m.  Central
Time or at the next  determined net asset value and earn  dividends  through the
date the redemption request was received;  proceeds will be sent  electronically
on the  next  business  day (or  mailed  by  check on the  second  business  day
thereafter).  While the Funds use their best efforts to maintain their net asset
value per share at $1.00,  the proceeds paid upon redemption may be more or less
than the amount originally invested.

If you purchase  shares  through a  Participating  Organization,  you may redeem
shares  in  accordance  with  that  Organization's  rules  regarding  redemption
requests.   Direct  shareholders  may  redeem  shares  in  accordance  with  the
procedures described under "How to Redeem Shares".

The Funds intend to pay redemption  proceeds  within two business days and in no
event will  payment be made later than seven days after  receipt of a redemption
request in good order. Payments to investors who request to redeem shares within
a few days after a purchase paid for by check may be delayed until the Funds can
verify the check has been collected.

The Funds  reserve the right to suspend  redemptions  or to postpone the payment
therefor  when:  (a)  trading on the New York Stock  Exchange is  restricted  as
determined by the Securities and Exchange Commission,  or the Exchange is closed
for other than customary  weekend and holiday  closings;  (b) the Securities and
Exchange  Commission  has  permitted  such  suspension;  or (c) an  emergency as
determined by the  Securities  and Exchange  Commission  exists,  making sale of
portfolio  securities  or  valuations  of the Funds'  net assets not  reasonably
practicable.

A  shareholder  may not reduce  the value of their  account to less than $100 by
writing checks.  The check writing privilege is not available when purchases are
made through a financial  institution  providing an automatic "sweep" investment
program.  The Funds and the  Custodian  reserve the right to terminate the check
writing service or to institute charges for the service.

If an investor's account drops below $250 due to redemptions,  the Funds reserve
the right to redeem any remaining  shares if, after 30 days' notice,  additional
investments to bring the account value to $250 are not made.

HOW TO REDEEM SHARES

   BY MAIL--                     Send a "letter of instruction": a letter 
   TO: 2203 GRAND AVENUE         specifying the name of the Fund, the number of 
     DES MOINES, IA 50312-5338   shares to be sold, your name, your account 
                                 number, and the additional requirements listed
                                 below that apply to your particular account.

   TYPE OF REGISTRATION                   REQUIREMENTS
   Individual, Joint Tenants,    Letter of instruction signed by all persons 
   Sole Proprietorship,          required to sign for the account, exactly as   
   Custodial (Uniform Gifts      it is registered, accompanied by signature 
   or Transfers To Minors        guarantee(s).
   Act), General Partners

   Corporation, Association      Letter of instruction and a corporate 
                                 resolution signed by person(s) authorized to 
                                 act on the account, accompanied by signature 
                                 guarantee(s).

   Trust                         A letter of instruction signed by the 
                                 Trustee(s) (as Trustee), with a signature
                                 guarantee.  (If the Trustee's name is not
                                 registered on your account, also provide 
                                 a copy of the trust document, certified
                                 within the last 60 days.)

   If  you  do  not  fall  into  any of  these  registration  categories  (e.g.,
   Executors, Administrators, Conservators or Guardians) please call for further
   instructions.

   A  signature  guarantee  is  designed  to  protect  you and the Fund  against
   fraudulent  transactions by unauthorized  persons.  A signature  guarantee is
   required for all persons registered on an account. A signature  guarantee may
   be  obtained  from an  eligible  guarantor  institution,  as  defined  by the
   Securities and Exchange Commission. These institutions include banks, savings
   and loan associations, credit unions, brokerage firms, and others. The words,
   "SIGNATURE  GUARANTEED" must be stamped or typed near each person's signature
   and appear with the printed name,  title, and signature of an officer and the
   name of the guarantor institution.  PLEASE NOTE THAT A NOTARY PUBLIC STAMP OR
   SEAL IS NOT A SIGNATURE GUARANTEE.

   BY CHECK--                    You must have applied for the check writing 
   (minimum $250                 feature on your account  application.  You may
   maximum $100,000)             redeem provided that the signatures you 
                                 designated are on the check.  (There is no 
                                 charge for this service and you may write an 
                                 unlimited number of checks.)

                FOR ALL OPTIONS BELOW, PLEASE CALL 1-800-798-1819

   BY EXCHANGE--                 You must meet the  minimum investment
                                 requirement of the other fund.  You can only
                                 exchange between accounts with identical names,
                                 addresses, and taxpayer identification numbers.
   BY ELECTRONIC FUNDS           You must have applied for the Telephone 
   TRANSFER (ACH) OR WIRE--      Transfer feature on your application.  Allow 
                                 two days via ACH.  Call before 10:00 a.m. for 
                                 same day wire.  $15.00 fee for bank wires.

<PAGE>


TABLE OF CONTENTS
  Expense Summary for Sweep Shares............................................2
  Highlights..................................................................2
  Financial Highlights........................................................3
  Investment Objectives, Policies and Restrictions............................6
  Liquid Assets...............................................................6
  Municipal Assets............................................................7
  Performance.................................................................9
  Distributions and Taxes.....................................................9
  Organization and Shares of the Fund........................................10
  Management and Fees........................................................10
  Opening an Account.........................................................11
      Share Price............................................................11
      Purchasing Shares......................................................12
  Shareholder Services.......................................................13
  Redeeming Shares...........................................................14

NO SALESMAN OR OTHER PERSON HAS BEEN  AUTHORIZED TO GIVE ANY  INFORMATION  OR TO
MAKE ANY  REPRESENTATIONS,  OTHER THAN THOSE  CONTAINED IN THIS  PROSPECTUS,  IN
CONNECTION  WITH THE OFFER  CONTAINED IN THIS  PROSPECTUS AND, IF GIVEN OR MADE,
SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE FUNDS OR BY IMG FINANCIAL SERVICES,  INC. THIS PROSPECTUS DOES
NOT  CONSTITUTE  AN OFFERING BY IMG  FINANCIAL  SERVICES,  INC., IN ANY STATE IN
WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.

<PAGE>
                                                                   TRUST SHARES
LIQUID ASSETS FUND AND
MUNICIPAL ASSETS FUND


2203 GRAND AVENUE, DES MOINES, IOWA  50312-5338
IMG FINANCIAL SERVICES, INC......................................1-800-798-1819
 ...................................................................515-244-5426


PROSPECTUS                                                     OCTOBER 15, 1996

Liquid  Assets  Fund  and  Municipal  Assets  Fund,  each  of  these  a  "Fund",
(collectively,  the "Funds"),  are money market mutual funds  designed to enable
investors to meet short-term  goals.  Investors choose whichever Fund best suits
their needs and may, without charge,  exchange Funds as their investment outlook
or goals change.

Each Fund offers three classes of shares.  This Prospectus  describes the "Trust
Shares" of each Fund.  Trust  Shares are offered to  customers  of banks.  Trust
Shares are normally  offered  through trust  organizations  or others  providing
shareholder  services such as establishing and maintaining  accounts and records
for  their  customers  who  invest  in  Trust  Shares,  assisting  customers  in
processing  purchase,  exchange  and  redemption  requests,  and  responding  to
customers'  inquiries  regarding  their  accounts.  The Funds also offer  "Sweep
Shares" and  "Institutional  Shares"  which accrue  daily  dividends in the same
manner as Trust Shares except that each class bears separate distribution and/or
shareholder  administrative  servicing fees (see "Organization and Shares of the
Funds").


LIQUID ASSETS FUND,  ("Liquid  Assets") seeks maximum current income  consistent
with safety of principal and  maintenance of liquidity.  MUNICIPAL  ASSETS FUND,
("Municipal  Assets")  seeks maximum  current  income exempt from federal income
tax,  consistent  with safety of principal and  maintenance of liquidity.  Trust
Shares are offered  and  redeemed at $1.00 per share under rules which allow the
Funds to use the amortized cost method of valuing the Funds' assets.

AN  INVESTMENT IN SHARES OF THE FUNDS IS NOT INSURED OR GUARANTEED BY THE UNITED
STATES,  BY ANY STATE,  OR BY THE FDIC, IS NOT A DEPOSIT OR OTHER  OBLIGATION OF
THE UNITED STATES,  ANY STATE,  OR A BANK, OR GUARANTEED BY A BANK, AND INVOLVES
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.

UNDER  EXTRAORDINARY  CIRCUMSTANCES  THE VALUE OF SHARES MAY VARY FROM $1.00 AND
CONSEQUENTLY,  THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO MAINTAIN
A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

This  Prospectus  sets forth basic  information  about each Fund that  investors
should  know  before  investing  and should be  retained  for future  reference.
Statements of Additional  Information (as of the date of this Prospectus)  which
contain  more  detailed  information  about  each Fund have been  filed with the
Securities and Exchange Commission and are hereby incorporated by reference. The
Statements of Additional  Information  are available  free upon request from IMG
Financial Services, Inc., at the address and telephone number indicated above.

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


<PAGE>


EXPENSE SUMMARY

The expense summary table is provided to assist you in understanding the various
costs and expenses that may be incurred  directly or indirectly as a shareholder
of either  Fund.  There  are no  transaction  fees  imposed  upon the  purchase,
redemption, or exchange of shares.

                                          Liquid Assets     Municipal Assets
Annual Fund Operating Expenses (as a percentage of average net assets)
  Management Fees...................          0.25%                 0.00%
  Shareholder Service Fees..........          0.25%                 0.25%
  Other Expenses....................          0.20%                 0.40%
  Total Fund Operating Expenses.....          0.70%                 0.65%


Effective  September  1, 1996,  the  Advisor has agreed to  voluntarily  waive a
portion  or all of its fees  and to  reimburse  certain  expenses  of  Municipal
Assets.  The Advisor reserves the right to terminate its waiver or reimbursement
at any time in its sole  discretion.  Absent these waivers,  the Management Fees
for  Municipal  Assets  would be 0.25  percent of  average  net assets and total
operating  expenses  would be 0.90  percent of average  net  assets.  Additional
operating expenses information may be found under "Management and Fees".

EXAMPLES

You  would  pay the  following  expenses  on a $1,000  investment  in each  Fund
assuming,  (1) a (hypothetical) five percent annual return and (2) redemption at
the end of each time period:

                             1 Year      3 Years      5 Years      10 Years
  Liquid Assets                $7          $22          $39          $87
  Municipal Assets             $7          $21          $36          $81

EXPLANATION OF TABLE

THE  FOREGOING  SHOULD  NOT BE  CONSIDERED  A  REPRESENTATION  OF PAST OR FUTURE
EXPENSES OR RATES OF RETURN.  ACTUAL  EXPENSES OR RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE  SHOWN.  The  Expense  Summary  and  Examples do not reflect any
charges that may be imposed by financial institutions on their customers.

The purpose of the foregoing  tables is to assist in  understanding  the various
costs and  expenses  that may be directly or  indirectly  borne by  investors in
Trust Shares. Certain figures contained in the above tables are based on amounts
incurred  during each Fund's most recent  fiscal year and have been  adjusted as
necessary to reflect current services provider fees and/or reimbursements. There
is no assurance  that any fee waivers will continue at their present  level;  if
any current fee waivers  and/or  reimbursements  are  discontinued,  the amounts
contained in the  examples may  increase.  The  information  in the above tables
relates  only  to  Trust   Shares.   The  Funds  also  offer  Sweep  Shares  and
Institutional  Shares.  Long-term  shareholders may eventually pay more than the
economic equivalent of the maximum front-end sales charge otherwise permitted by
the National Association of Securities Dealers,  Inc. Wire transfers may be used
to transfer  federal funds directly  to/from the Funds' custodian bank. A $15.00
fee may be charged to an individual  shareholder account for redemption by wire.
Please refer to "Management and Fees" for further information.

HIGHLIGHTS

The INVESTMENT  OBJECTIVE of Liquid Assets is maximum current income  consistent
with safety of  principal  and  maintenance  of  liquidity.  The Fund invests in
short-term debt  obligations  issued or guaranteed by the U.S.  government,  its
agencies or instrumentalities and repurchase  agreements  collateralized by such
obligations   including,   redeemable   Certificates   backed  by  Farmers  Home
Administration guaranteed loans and primarily, federally insured student loans.

The INVESTMENT  OBJECTIVE of Municipal  Assets is maximum  current income exempt
from federal income tax,  consistent with safety of principal and maintenance of
liquidity.  The Fund  invests  primarily in high  quality  short-term  municipal
securities which mature or have a demand feature exercisable in one year or less
from  the  date  of  acquisition.  See  "Investment  Objectives,   Policies  and
Restrictions".

The NET ASSET  VALUE,  that is, the price at which  shares of the Funds are sold
and redeemed, will be $1.00 per share, except under extraordinary circumstances.
See "Opening an Account -- Share Price".

SHARES OF EITHER FUND MAY BE  PURCHASED at the next  determined  net asset value
per share,  without a sales charge,  with an initial investment of at least $250
and  subsequent  purchases  of at least $25  (subject  to  certain  exceptions).
Purchases may be made by check,  wire,  electronic funds transfer and/or through
Participating Organizations. See "Purchasing Shares".

SHARES MAY BE REDEEMED  at their next  determined  net asset value by  exchange,
check,   wire,   electronic   funds  transfer   and/or   through   Participating
Organizations. See "Redeeming Shares".

The ADVISOR of the Funds is Investors  Management Group,  (the "Advisor"),  2203
Grand Avenue,  Des Moines,  Iowa  50312-5338,  a registered  investment  advisor
incorporated in June 1982. See  "Management  and Fees".  The Advisor is also the
transfer agent for the Funds.

The  Funds'  DISTRIBUTOR  is  IMG  Financial  Services,  Inc.,  a  wholly  owned
subsidiary  of the  Advisor.  IMG  Financial  Services,  Inc.,  is a  registered
broker/dealer and was incorporated in May 1992.

The Advisor is entitled to an INVESTMENT  ADVISORY FEE which is calculated daily
and paid  monthly at an annual rate of 0.25 percent of each Fund's net assets up
to $200,000,000, declining to 0.20 percent of average daily net assets in excess
of $600,000,000. Effective September 1, 1996, the Advisor has voluntarily agreed
to waive  all of its fee with  respect  to  Municipal  Assets.  This  waiver  is
voluntary and may be terminated  at any time in the Advisor's  sole  discretion.
See "Management and Fees".

SHAREHOLDER  SERVICES  FEES  are  paid by the  Funds  to  certain  Participating
Organizations  up to a maximum of 0.25  percent of the  average  daily net asset
value of all Trust Shares issued and outstanding for the respective Fund.

DIVIDENDS are declared  daily and paid monthly (see  "Distributions  and Taxes")
and will be automatically reinvested unless the shareholder elects otherwise.

FINANCIAL HIGHLIGHTS

The "Financial  Highlights" on the following pages give  information  about each
Fund's financial history. The Funds' fiscal year has been July 1 through June 30
since their  inception.  The tables use the Funds'  fiscal years (which end June
30) and express  investment  and  distribution  information in terms of a single
share  outstanding  throughout  each period.  As of the date  hereof,  each Fund
offered a single class of shares.  The tables illustrate the actual  performance
of those shares during the period.

The tables  presented for the years 1987 through 1996 have been examined by KPMG
Peat Marwick LLP,  independent  auditors,  whose unqualified report covering the
year ending June 30, 1996, is included in the Annual Report to  shareholders  of
each Fund. The Annual Report is included in each Fund's  Statement of Additional
Information  and will be provided  upon  request to the  address  and  telephone
number on Page 1 of this Prospectus without charge.

<TABLE>
<CAPTION>
SELECTED DATA FOR A SWEEP SHARE OF                                                                              
EACH FUND OUTSTANDING THROUGHOUT                                                                                
EACH PERIOD                      1996      1995      1994      1993      1992      1991      1990      1989      1988      1987
________________________________________________________________________________________________________________________________
<S>                           <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
LIQUID ASSETS FUND
Net Asset Value                                                                         
Beginning of Period           $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000 
                                                                                
Net Investment Income            0.047     0.047     0.027     0.027     0.044     0.063     0.074     0.076     0.057     0.051
                                                                                
Dividends Distributed           (0.047)   (0.047)   (0.027)   (0.027)   (0.044)   (0.063)   (0.074)   (0.076)   (0.057)   (0.051)
                              ---------------------------------------------------------------------------------------------------
Net Asset Value                                                                         
End of Period                 $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000 
                              ===================================================================================================

Total Return                      4.68%     4.66%     2.66%     2.72%     4.37%     6.31%     7.40%     7.62%     5.74%     5.13%
                                                                                
Ratio of Expenses to                                                                             
Average Net Assets                1.20%     1.20%     1.18%     1.16%     1.16%     1.15%     1.16%     1.17%     1.15%     1.17%
                                                                                
Ratio of Net Income to                                                                          
Average Net Assets                4.68%     4.66%     2.66%     2.72%     4.37%     6.31%     7.40%     7.62%     5.74%     5.13%
                                                                                
Net Assets                                                                              
End of Period (000 Omitted)   $176,633  $167,085  $141,018  $123,949  $117,238  $111,405  $104,014  $ 93,335  $ 73,525  $ 67,020




On September 25, 1996, the shareholders approved amendments to the Fund's Articles of Incorporation to reclassify all outstanding 
shares as Sweep Shares.  This reclassification did not effect the existing fee structure.

<CAPTION>
SELECTED DATA FOR A SWEEP SHARE OF                                                                              
EACH FUND OUTSTANDING THROUGHOUT                                                                                
EACH PERIOD                      1996      1995      1994      1993      1992      1991      1990      1989      1988      1987
________________________________________________________________________________________________________________________________
<S>                           <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
MUNICIPAL ASSETS FUND                                                                           
Net Asset Value                                                                         
Beginning of Period           $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000
                                                                                
Net Investment Income            0.026     0.025     0.015     0.017     0.030     0.044     0.050     0.051     0.039     0.035
                                                                                
Dividends Distributed           (0.026)   (0.025)   (0.015)   (0.017)   (0.030)   (0.044)   (0.050)   (0.051)   (0.039)   (0.035)
                              ---------------------------------------------------------------------------------------------------
Net Asset Value                                                                         
End of Period                 $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000 
                              ===================================================================================================
                                                                                
Total Return                      2.64%     2.53%     1.53%     1.69%     3.06%     4.40%     4.96%     5.10%     3.94%     3.45%
                                                                                
Ratio of Expenses to                                                                            
Average Net Assets                1.48%     1.38%     1.35%     1.35%     1.37%     1.39%     1.63%     1.50%     1.52%     1.46%
                                                                                
Ratio of Net Income to                                                                          
Average Net Assets                2.64%     2.53%     1.53%     1.69%     3.06%     4.40%     4.96%     5.10%     3.94%     3.45%
                                                                                
Net Assets                                                                              
End of Period (000 Omitted)   $ 10,146  $ 16,130  $ 21,355  $ 23,764  $ 29,670  $ 26,683  $ 15,077  $ 12,619  $ 14,528  $ 14,560




On September 25, 1996, the shareholders approved amendments to the Fund's Articles of Incorporation to reclassify all outstanding 
shares as Sweep Shares.  This reclassification did not effect the existing fee structure.
</TABLE>

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

LIQUID ASSETS

The investment  objective of Liquid Assets is maximum current income  consistent
with safety of principal and  maintenance of liquidity.  The Fund invests in the
following  money  market  instruments  maturing in 397 days or less from time of
investment, (with certain exceptions):

(1)  Obligations  issued or guaranteed  by the U.S.  government or any agency or
     instrumentality  thereof.  Such  securities will include those supported by
     the full faith and credit of the United States Treasury or the right of the
     agency or  instrumentality  to borrow from the  Treasury,  as well as those
     supported only by the credit of the issuing agency or instrumentality.

(2)  Repurchase  agreements  involving  securities in the immediately  foregoing
     categories.  A repurchase agreement involves the sale of such securities to
     the Fund with the concurrent  agreement of the seller to repurchase them at
     a  specified  time and  price to yield an  agreed  upon  rate of  interest.
     Repurchase  agreements  may involve  certain  risks which are  described in
     greater detail in the Statement of Additional Information.

(3)  Redeemable    interest-bearing   trust   certificates   ("   Student   Loan
     Certificates")  issued by the Iowa Student Loan Trust and/or other  Student
     Loan Trusts  established by the Fund,("Student  Loan Trusts"),  created for
     the sole  purpose of  purchasing  from banks  (which  qualify as  "eligible
     lenders")  federally insured student loans originated by banks. The Student
     Loan  Certificates  will have original  maturities of no more than 397 days
     but will be  redeemable by the Fund at their face amount upon not more than
     five days'  written  notice to the  issuing  Student  Loan  Trust.  Further
     details  concerning  the Student Loan Trusts and the Fund's  investments in
     Student  Loan  Certificates  are  found  in  the  Statement  of  Additional
     Information.

(4)  Redeemable  interest-bearing  ownership  certificates ("FmHA Certificates")
     issued by one or more guaranteed loan trusts ("FmHA Trusts"),  each created
     for the purpose of  acquiring  participation  interests  in the  guaranteed
     portion of Farmer's Home Administration ("FmHA") guaranteed loans. The FmHA
     Certificates  will have  original  maturities  of no more than 397 days but
     will be redeemable by the Fund at their face amount upon not more than five
     days' written notice to the issuing FmHA Trust.  Further details concerning
     the FmHA Trusts and the Fund's  investment  in FmHA  Certificates  and FmHA
     guaranteed loans are found in the Statement of Additional Information.

In accordance with procedures  adopted pursuant to Rule 2a-7 under the 1940 Act,
the Fund limits its  investments  to those U.S.  dollar-denominated  instruments
determined  by the Board of Directors to present  minimal  credit risk and which
are "Eligible Securities" as that term is defined by Rule 2a-7. Pursuant to Rule
2a-7,  the Fund  shall not have  invested  more than five  percent  of its total
assets in securities issued by a single issuer.  For additional  requirements of
Rule 2a-7,  see  "Opening  an Account -- Share  Price".  Assets of the Fund will
consist of  securities  with  maturities of 397 days or less at date of purchase
or, if  maturing  beyond 397 days,  will be backed by  Liquidity  and  Servicing
Agreements  or Guaranteed  Funding  Agreements  and will have variable  interest
rates  adjustable  at least  semiannually.  In  determining  whether  particular
variable  rate  investments  backed by Liquidity  and  Servicing  Agreements  or
Guaranteed  Funding  Agreements may be made, the period remaining until maturity
will be deemed to be the longer of the demand notice period  required before the
Fund is  entitled  to  receive  payment  of the  principal  amount or the period
remaining  until  the next  interest  adjustment.  The  dollar-weighted  average
maturity of Fund  investments  will be 90 days or less,  determined  in the same
manner.  While the  underlying  security in a  repurchase  agreement  may have a
maturity of more than 397 days, the repurchase  agreement  itself will terminate
in less than 397 days,  and  typically  within a few days.  The Fund  intends to
invest at least 25 percent of its total  assets in  Student  Loan  Certificates,
and/or FmHA Certificates,  except when such investments are either not available
in  sufficient  quantity or do not carry  yields  competitive  with  alternative
investments.

It is the policy of the Fund that any illiquid securities  (including repurchase
agreements of more than seven days duration) may not constitute,  at the time of
purchase  or at any time,  more than ten  percent  of the value of the total net
assets of the Fund.

As a fundamental policy, the Fund does not intend to concentrate its investments
in any one industry and pursuant to Section  18(f) of the 1940 Act, the Fund may
not issue senior securities.  As a general policy, it is the Fund's intention to
hold investments until they mature.  However, in an effort to increase portfolio
yields the Fund may periodically trade securities to take advantage of perceived
disparities between markets for various short-term money market instruments.  It
is also possible that  redemptions of Fund shares could  necessitate the sale of
portfolio  investments  prior to  maturity  and at times when such sale would be
undesirable because of unfavorable market conditions.

While  investments  by the  Fund  will be  confined  to high  quality  financial
instruments,  the complete  elimination  of risk is not possible.  Under certain
circumstances   described  in  more  detail  in  the   Statement  of  Additional
Information,  the net asset  value of Fund  shares  could  decrease.  It is also
possible  Participating  Banks or borrowers  will default on the  provisions  of
their  agreements  with  the  Fund or that  banks  will  default  on  repurchase
agreements  with the Student Loan Trusts or the FmHA  Trusts,  which could cause
the net asset value per share to decrease.

In light of these various  contingencies,  there can be no  assurances  the Fund
will achieve its investment objectives.

The Fund has adopted a number of investment  policies and restrictions,  some of
which can be changed by the Board of  Directors.  Others may be changed  only by
holders of a majority  of the  outstanding  shares and  include  the  following:
Without shareholder approval the Fund may not: (1) purchase any securities other
than those described  above; (2) invest more than 80 percent of its total assets
in Student Loan Certificates and/or FmHA Certificates; (3) purchase or sell real
estate (other than short-term loans secured by real estate or interests  therein
or loans to companies which invest in or engage in other  activities  related to
real estate), commodities or commodity contracts, interests in oil, gas or other
mineral exploration or development programs;  (4) make short sales of securities
or  maintain  a short  position  or write,  purchase,  or sell  puts  (excluding
repayment and  guarantee  arrangements  on loan  participations  purchased  from
Participating  Banks),  calls,  straddles,  spreads or combinations thereof; (5)
make loans to other  persons,  provided  the Fund may invest up to 80 percent of
its total assets in Student Loan Certificates or FmHA Certificates, as described
in (2) above, and may make the investments and enter into repurchase  agreements
as  described  above;  (6)  invest  in  securities  with  legal  or  contractual
restrictions  on  resale  (except  for  repurchase   agreements,   Student  Loan
Certificates,  and FmHA  Certificates) or for which no ready market exists;  (7)
enter into repurchase agreements if, as a result thereof, more than five percent
of the  Fund's  total  assets  (taken  at  market  value  at the  time  of  such
investment)  would be subject to  repurchase  agreements  maturing  in more than
seven days.

The foregoing investment  restrictions are considered fundamental policies which
cannot be changed without the approval of a "majority" of the Fund's outstanding
voting  securities,  that is, by (a) 67 percent or more of the securities voting
at a special or annual meeting if more than 50 percent of the outstanding shares
of Common Stock are  represented  at such meeting in person or by proxy;  or (b)
more than 50 percent of the  outstanding  Common Stock,  whichever is less.  The
Statement  of  Additional  Information  includes  discussion  of  certain  other
investment  policies  and  restrictions,  some  of  which  are  also  considered
fundamental and may not be changed without shareholder approval.

MUNICIPAL ASSETS

The investment  objective of Municipal  Assets is maximum  current income exempt
from federal income tax,  consistent with safety of principal and maintenance of
liquidity.  The Fund invests in the following types of money market  instruments
maturing in 397 days or less from time of investment (with certain  exceptions),
as defined herein:

(1)    Tax-exempt debt  obligations  issued by state and municipal  governmental
       units and public  authorities  within the United States and participation
       interests therein.  With few exceptions such obligations will be nonrated
       and of  limited  marketability.  However,  they  will be backed by demand
       repurchase  commitments  of the  issuers  thereof  and  irrevocable  bank
       letters  of  credit or  guarantees  (collectively  referred  to herein as
       "Liquidity Agreements").  The Liquidity Agreements will permit the holder
       of the securities to demand payment of the unpaid principal  balance plus
       accrued  interest upon a specified number of days' notice either from the
       issuer  or  by  drawing  on an  irrevocable  bank  letter  of  credit  or
       guarantee.  In addition,  all obligations with maturities longer than 397
       days from date of purchase  will, by their terms,  bear rates of interest
       that are adjusted upward or downward no less frequently than semiannually
       by means of a formula  intended  to reflect  market  changes in  interest
       rates.  Certain  types of industrial  development  bonds issued by public
       bodies  to  finance  the   construction   of  industrial  and  commercial
       facilities and equipment are also purchased.  The Statement of Additional
       Information  contains further details  concerning the Fund's policies and
       procedures with respect to investments in such tax-exempt obligations and
       participation interests.

(2)    High quality  tax-exempt debt  obligations  issued by state and municipal
       governments and by public  authorities,  including issues sold as interim
       financing in anticipation of tax  collections,  revenue  receipts or bond
       sales, and tax-exempt  Project Notes secured by the full faith and credit
       of the United States.  Such  obligations will be purchased only if backed
       by the full  faith and  credit of the  United  States or rated  Aaa,  Aa,
       MIG-1, MIG-2 or Prime-1 by Moody's Investors  Service,  Inc., or AAA, AA,
       or A-1 by Standard & Poor's Corporation.  Nonrated securities may also be
       purchased  if  determined  by the  Fund's  board  of  directors  to be of
       comparable quality to the rated securities in which the Fund may invest.

(3)    Taxable obligations issued or guaranteed by agencies or instrumentalities
       of the  U. S. government may be acquired from time to time on a temporary
       basis for defensive purposes.

(4)    Repurchase  agreements  involving  securities in the immediate  foregoing
       category.  A repurchase agreement involves the sale of such securities to
       the Fund with the concurrent  agreement of the seller to repurchase  them
       at a specified time and price,  to yield an agreed upon rate of interest.
       Repurchase  agreements  may involve  certain risks which are described in
       greater detail in the Statement of Additional Information.

In accordance with procedures  adopted pursuant to Rule 2a-7 under the 1940 Act,
the Fund limits its  investments  to those U.S.  dollar-denominated  instruments
determined  by the Board of Directors to present  minimal  credit risk and which
are "Eligible Securities" as that term is defined by Rule 2a-7. Pursuant to Rule
2a-7,  the Fund shall not invest more than five  percent of its total  assets in
securities issued by a single issuer. For additional  requirements of Rule 2a-7,
see  "Opening  an Account -- Share  Price".  Assets of the Fund will  consist of
securities  with  maturities  of 397  days or less at date of  purchase  or,  if
maturing beyond 397 days,  securities  which are backed by Liquidity  Agreements
and which have variable  interest rates  adjustable at least  semi-annually  and
upon the  adjustment  of the interest rate the value of the  securities  will be
approximately  equal to par. In  determining  whether  particular  variable rate
investments  backed by Liquidity  Agreements may be made,  the period  remaining
until  maturity  will be deemed to be the  longer of the  demand  notice  period
required before the Fund is entitled to receive payment of the principal  amount
or the period remaining until the next interest adjustment.  The dollar-weighted
average maturity of Fund investments will be 90 days or less,  determined in the
same manner.

Under normal market conditions, the Fund as a matter of fundamental policy, will
invest at least 80 percent of its total net assets in tax-exempt securities, the
interest on which is exempt from federal  income tax,  except to the extent that
some or all of  which  may be  subject  to the  alternative  minimum  tax.  This
fundamental  policy may not be changed without the approval of a majority of the
Fund's outstanding voting securities.

It is the policy of the Fund that any illiquid securities may not constitute, at
the time of purchase  or at  anytime,  more than ten percent of the value of the
total net  assets  of the Fund.  The Fund  does not  intend to  concentrate  its
investments  in any one industry  and pursuant to Section  18(f) of the 1940 Act
may not issue senior securities.

As a general policy,  it is the Fund's intention to hold investments  until they
mature or until immediately  prior to the expiration of an applicable  Liquidity
Agreement.  However,  in an effort to increase  portfolio  yields,  the Fund may
periodically trade securities to take advantage of perceived disparities between
markets for various  short-term  money market  instruments.  It is also possible
that  redemptions  of Fund  shares  could  necessitate  the  sale  of  portfolio
investments  prior to maturity and at times when such sale would be  undesirable
because of unfavorable market conditions.

New issues of tax-exempt  debt  obligations are usually offered on a when-issued
basis with the  securities  to be delivered and paid for  approximately  45 days
following the initial purchase commitment.  The Fund may occasionally enter into
such commitments, subject to certain limitations and procedures discussed in the
Statement of Additional Information.

While  investments  by the  Fund  will be  confined  to  high-quality  financial
instruments,  the complete  elimination  of risk is not possible.  Under certain
circumstances,   described  in  more  detail  in  the  Statement  of  Additional
Information,  the net asset  value of Fund  shares  could  decrease.  It is also
possible an issuer or bank will  default on the  provisions  of their  Liquidity
Agreements,  which  could cause the net asset  value per share to  decrease.  In
light of these various  contingencies,  there can be no assurances the Fund will
achieve its investment objectives.

The Fund has adopted a number of investment  policies and restrictions,  some of
which can be changed by the Board of  Directors.  Others may be changed  only by
holders of a majority  of the  outstanding  shares and  include  the  following:
Without shareholder approval the Fund may not: (1) purchase any securities other
than those described under "Investment  Policy"; (2) invest more than 80 percent
of its total assets in tax-exempt  fixed and variable rate debt  obligations (or
participation  interests  therein) issued by state and local  governmental units
within the United  States which are backed by Liquidity  Agreements;  (3) invest
more  than  five  percent  of its  total  assets  (determined  as of the date of
purchase) in tax-exempt  obligations or participation  interests therein subject
to  Liquidity  Agreements  issued by any one  bank;  (4)  purchase  or sell real
estate,  commodities  or  commodity  contracts,  interests  in oil, gas or other
mineral exploration or development programs;  (5) make short sales of securities
or  maintain  a short  position  or write,  purchase,  or sell  puts  (excluding
Liquidity  Agreements covering certain tax-exempt  obligations  purchased by the
Fund),  calls,  straddles,  spreads or combinations  thereof;  (6) make loans to
other persons,  provided the Fund may make investments and enter into repurchase
agreements  as  described   above;  (7)  invest  in  securities  with  legal  or
contractual  restrictions  on resale  (except for  tax-exempt  debt  obligations
subject to Liquidity  Agreements) or for which no ready market exists; (8) enter
into a Liquidity  Agreement  with any bank  unless such bank is a United  States
bank which has a record,  together with predecessors,  of at least five years of
continuous  operations;  (9) enter into  repurchase  agreements  if, as a result
thereof,  more than five  percent of the Fund's  total  assets  (taken at market
value at the time of such investment) would be subject to repurchase  agreements
maturing in more than seven days; and (10) enter into Liquidity  Agreements with
any bank if 5 percent  or more of the  securities  of such bank are owned by the
Advisor or by  directors  and  officers  of the Fund or the  Advisor,  or if any
director or officer of the Fund or the Advisor owns more than 1/2 percent of the
voting securities of such bank.

The foregoing investment  restrictions are considered fundamental policies which
cannot be changed without the approval of a "majority" of the Fund's outstanding
voting  securities,  that is, by (1) 67 percent or more of the securities voting
at a special or annual meeting if more than 50 percent of the outstanding shares
of Common Stock are  represented  at such meeting in person or by proxy;  or (2)
more than 50 percent of the  outstanding  Common Stock,  whichever is less.  The
Statement  of  Additional  Information  includes  discussion  of  certain  other
investment  policies  and  restrictions,  some  of  which  are  also  considered
fundamental and may not be changed without shareholder approval.

PERFORMANCE

Performance  of each Fund may be quoted in advertising in terms of current yield
and  effective  yield.  CURRENT  YIELD  refers  to the  income  generated  by an
investment  in  either  Fund over a  seven-day  period,  expressed  as an annual
percentage rate. EFFECTIVE YIELD is calculated similarly but assumes that income
earned  from the  investment  is  reinvested.  Effective  yield will be slightly
higher than  current  yield  because of the  compounding  effect of this assumed
reinvestment.

The current and effective  yields for the seven-day  period ended June 30, 1996,
for Liquid Assets and Municipal  Assets were 4.50 percent and 4.60 percent,  and
2.41 percent and 2.44 percent, respectively.

Performance of the Funds may also be compared to other mutual funds with similar
investment  objectives,  relevant  indices or rankings  prepared by  independent
services or other  financial  publications,  or yields on deposits at  financial
institutions.  Unlike the Funds, deposit accounts at financial  institutions are
generally FDIC insured and do not fluctuate to the extent of the Funds.

Additionally,  Municipal Assets may quote a taxable-equivalent  yield based on a
stated  income  tax  rate.  Please  see  each  Fund's  Statement  of  Additional
Information for further  discussion of the manner in which yields are calculated
and the comparative performance data which may be used.

Of  course,  the  Funds'  yields  are not  fixed  nor is  principal  guaranteed.
Performance  will  fluctuate  and any  quotation  should  not be  considered  as
representative of the future performance of either Fund.

DISTRIBUTIONS AND TAXES

Dividends  from the net income of each Fund are declared  daily on each business
day and paid monthly to holders of record  immediately  before 3:00 p.m. Central
Time. Dividends are automatically reinvested in Trust Shares unless cash payment
has been  requested.  If a shareholder  redeems the entire amount in his account
during the month,  dividends  credited to the account from the  beginning of the
month through the date of redemption are paid with the redemption proceeds.

Dividends on each class of shares are determined in the same manner and are paid
in the same amounts irrespective of class, except that each class bears separate
distribution and/or shareholder  servicing fees (see "Organization and Shares of
the Funds".)

Dividends  declared in October,  November,  or December of any year,  payable to
shareholders  of record on a specified  date in such  months,  will be deemed to
have been received by the  shareholders  and paid by the Funds on December 31 of
such year, in the event that such  dividends are actually paid during January of
the following year.

Each Fund intends to qualify as a regulated  investment  company by distributing
substantially  all of its taxable net income,  including  any  realized  capital
gains,  and thus will not incur any  Federal  income  taxes.  Shareholders  will
receive  taxable  dividend  income,  tax-exempt  dividend  income and/or capital
gains, as the case may be, from  distributions  whether paid in cash or received
in the form of additional shares.

Dividends  derived from interest on federally  tax-exempt debt obligations owned
by Municipal Assets are intended to constitute "exempt-interest dividends" which
are  generally  not Federally  taxable to  shareholders,  although some could be
includable for purposes of the alternative  minimum tax.  Dividends derived from
other interest and the  realization of capital gains are taxable to shareholders
whether or not reinvested.

Municipal  Assets  expenses  will be allocated  between  tax-exempt  and taxable
income in the same proportion as the Fund's tax-exempt income bears to the total
of such exempt  income and its gross  income  (excluding  from gross  income the
excess of capital gains over capital losses).

Promptly after the end of each calendar year,  each  shareholder  will receive a
statement of the Federal  income tax status of all dividends  and  distributions
paid during the year.  This  discussion is only a summary and relates  solely to
Federal tax matters.  Further  discussion of the Federal Income Tax consequences
of an  investment  in the  Fund  is  provided  in the  Statement  of  Additional
Information.  Dividends may also be subject to local taxation.  Shareholders are
encouraged to consult with their personal tax Advisors.

ORGANIZATION AND SHARES OF THE FUNDS

The Funds are open-end, diversified management investment companies organized as
Iowa  corporations.  Liquid Assets was  incorporated in June 1982 under the name
Iowa Liquid Assets Fund,  Inc.,  and changed its name to IMG Liquid Assets Fund,
Inc., in October 1987. Municipal Assets was incorporated under the name Iowa Tax
Free Liquid  Assets Fund,  Inc., in January 1983 and changed its name to IMG Tax
Exempt  Liquid Assets Fund,  Inc.,  in October 1987. On September 25, 1996,  the
Funds each increased  authorized capital to five billion shares of Common Stock,
par value $.001 per share,  changed the Fund's  names to Liquid  Assets Fund and
Municipal Assets Fund,  respectively,  and amended their respective  Articles of
Incorporation  to  authorize  the  Boards  of  Directors  to  issue  one or more
additional   classes  of  shares.   Simultaneously,   the  Boards  approved  the
redesignation  of the  existing  shares as "Sweep  Shares"  and the  issuance of
"Trust  Shares" and  "Institutional  Shares".  Management of the affairs of each
Fund is legally vested in its Board of Directors,  which meets  periodically  to
review  activities  of the Fund and the  Advisor and to  consider  other  policy
matters pertaining to the Fund.

Trust  Shares of the Funds are  described in this  Prospectus.  Sweep Shares and
Institutional Shares are offered in separate  Prospectuses which may be obtained
by calling IFS at  1-800-798-1819  or writing to ifs at the address on the cover
of this  Prospectus.  All shares are  offered to  individual  and  institutional
investors  acting on their own behalf or on behalf of their  customers  and bear
their pro rata portion of all operating expenses paid by the Funds,  except that
Sweep  Shares and Trust Shares bear  separate  distribution  and/or  shareholder
servicing fees.  Institutional  Shares bear no distribution  and/or  shareholder
servicing fees.

Each class of Shares  offers  different  privileges.  Sweep  Shares are normally
offered through financial  institutions  providing  automatic "sweep" investment
programs to their customers,  and offer a check writing privilege.  Trust Shares
are normally offered through trust organizations or others providing shareholder
services such as  establishing  and  maintaining  accounts and records for their
customers  who  invest  in  Trust  Shares,  assisting  customers  in  processing
purchase,  exchange  and  redemption  requests,  and  responding  to  customers'
inquiries  concerning  their  investments.  Institutional  Shares are  available
directly  from the  Distributor  only and offer only the Exchange and  Telephone
Transfer  services.  Each class of shares is exchangeable only for shares of the
same class.  Financial  institutions selling or servicing Sweep Shares and Trust
Shares  may  receive  different  compensation  with  respect  to one class  over
another.

Shareholders are entitled to one vote for each full share held and proportionate
fractional  votes  for  fractional  shares  held.  Shares of each Fund will vote
together and not by class unless otherwise  required by law or permitted by each
Fund's Board of Directors. All shareholders of each Fund will vote together as a
single class on matters relating to the Fund's  investment  advisory  agreement,
investment objective and fundamental policies. Only holders of Sweep Shares will
vote on matters  relating  to the  Distribution  Plan for Sweep  Shares and only
holders of Trust  Shares  will vote on  matters  pertaining  to the  Shareholder
Services Plan for Trust Shares.

Shares of the Funds have  non-cumulative  voting  rights and,  accordingly,  the
holders of more than 50 percent of each Fund's outstanding shares  (irrespective
of class) may elect all of the Directors.  Shares have no preemptive  rights and
only such  conversion and exchange  rights as each Fund's Board may grant in its
discretion.  When issued for payments as described  in this  Prospectus,  shares
will be fully paid and nonassessable.

MANAGEMENT AND FEES

Investors Management Group, ("IMG") manages the investments and business affairs
of the  Funds.  IMG is a  registered  Investment  Advisor  located at 2203 Grand
Avenue,  Des Moines,  Iowa 50312-5338.  IMG Financial  Services,  Inc., a wholly
owned subsidiary of IMG, is a registered  broker/dealer and serves as the Funds'
Underwriter.  Since IMG was founded in 1982,  its  principal  business  has been
providing continuous  investment management to pension and profit-sharing plans,
insurance  companies,   public  agencies,   banks,   endowments  and  charitable
institutions,  other mutual funds,  individuals and others. As of June 30, 1996,
IMG had  approximately  $1.4  billion in equity,  fixed  income and money market
assets under management.  David W. Miles, Mark A. McClurg,  and James W. Paulsen
are principal shareholders of IMG.

The Funds are  managed by Jeffrey  D.  Lorenzen,  CFA,  Managing  Director.  Mr.
Lorenzen is a fixed income strategist and is a member of IMG's Investment Policy
Committee.  Prior to joining IMG in 1992, his experience  includes  serving as a
securities  analyst and corporate  fixed income analyst for The Statesman  Group
from 1989 to 1992.  He received  his Masters of Business  Administration  degree
from Drake  University and his Bachelor of Business  Administration  degree from
the University of Iowa.

Under a management  contract between each Fund and IMG, a fee is paid to IMG for
investment  advisory  services.  Each Fund is responsible  for paying  operating
expenses not assumed by IMG.

The  management  fee for each Fund is  calculated  daily and paid  monthly.  The
maximum  management  fee for each Fund is 0.25  percent of each  Fund's  average
daily net assets up to $200,000,000. The management fee declines to 0.20 percent
of average daily net assets in excess of $600,000,000. For the fiscal year ended
June 30, 1996,  fees paid by Liquid Assets and Municipal  Assets to IMG amounted
to approximately 0.25 percent of each Fund's average net assets, or $444,793 and
$43,217, respectively.

From time to time, IMG may voluntarily  waive all or a portion of the management
fee and/or absorb certain  expenses of a Fund or class of shares without further
notification  of the  commencement  or termination of such waiver or absorption.
Any such waiver will have the effect of lowering the overall expense ratio for a
Fund or class of shares and  increasing  the overall  yield to investors in that
Fund or class of shares at the time any such amounts are waived and/or absorbed.

Effective September 1, 1996, IMG voluntarily agreed to waive all of its advisory
on  Municipal  Assets.  Without  such  waiver,  IMG would have been  entitled to
receive a fee at the annual rate of 0.25 percent of the average daily net assets
of Municipal Assets.
This waiver is terminable without further notification at any time in IMG's sole
discretion.

IMG also acts as transfer  agent and dividend  paying  agent for the Funds,  and
maintains all shareholder records. Each Fund pays fees based upon asset size and
number of accounts.

Expenses of operating  each Fund include fees of directors not  affiliated  with
the Investment  Advisor,  custodial  fees,  taxes,  auditing and legal expenses,
Securities and Exchange  Commission fees, state securities  qualification  fees,
costs of preparing and printing  prospectuses  for  regulatory  purposes and for
distribution to shareholders,  certain insurance premiums,  transfer agent fees,
the publishing of reports to  shareholders,  and other expenses  relating to the
operation  of each  Fund  which  are not  expressly  assumed  by the  Investment
Advisor.

Effective October 15, 1996, each Fund pays certain shareholder servicing fees to
financial institutions ("Participating Organizations"), who render assistance in
servicing  their  customers who are direct or  beneficial  owners of each Fund's
Trust Shares  under  Shareholder  Services  Plans (the  "Plans")  adopted by the
Funds'  Boards of  Directors.  The maximum fees  payable  under the Plans are an
annual rate of 0.25 percent,  computed monthly on the basis of the average daily
net asset value of the Trust Shares  issued by each Fund.  The directors of each
Fund review quarterly a written report of the costs incurred associated with the
Plans The  directors  believe  that the Plans are in the best  interests  of the
Funds.

The Glass-Steagall Act and other applicable laws prohibit banks from engaging in
the business of underwriting,  selling, or distributing  securities.  Insofar as
Participating  Organizations  (including banks) are compensated under the Plans,
their only function will be to perform  administrative and shareholder  services
for  their  clients  who  wish  to  invest  in  the  Funds.  If a  Participating
Organization  at a future date is prohibited  from acting in this capacity,  the
shareholder may lose the services  provided by the  Participating  Organization;
however,  it is not  expected  that the  shareholders  would  incur any  adverse
financial  consequences.  It is intended  that none of the services  provided by
such  Participating  Organizations  other than through  registered  brokers will
involve the solicitation or sale of shares of the Funds.

Mercantile  Bank of Polk County,  Des Moines,  Iowa,  acts as custodian  for the
Funds' cash and investments.

OPENING AN ACCOUNT

The Funds require a completed and signed  application (which is attached) at the
time you open  each new  account.  Additional  paperwork  may be  required  from
corporations,  associations and certain fiduciaries.  IF YOU HAVE QUESTIONS CALL
IFS AT 1-800-798-1819 FROM 8:00 A.M. TO 4:30 P.M. CENTRAL TIME.

SHARE PRICE

The shares of each Fund are sold without a sales charge.  The price of one share
is its "net asset value" or NAV (generally $1.00). NAV is computed by adding the
value  of each  Fund's  investments,  plus  cash  and  other  assets,  deducting
liabilities  and then  dividing the result by the number of shares  outstanding.
The NAV of each Funds'  shares is  determined  twice each business day, at 11:00
a.m. Central Time and at the close of the New York Stock Exchange (normally 3:00
p.m.  Central Time). The Funds are open for business each day the New York Stock
Exchange is open.

Your purchase will be processed at the next NAV calculated after your investment
has been  converted  to federal  funds.  If you invest by check,  the Funds must
generally  allow one or more  days for  conversion  into  federal  funds  before
accepting your purchase.

Rule 2a-7 under the Investment  Company Act of 1940 permits the Funds to compute
net asset value per share using the amortized  cost method of valuing  portfolio
securities. As a condition for using the amortized cost method of valuation, the
Board of Directors  established  procedures  to stabilize  each Fund's net asset
value at $1.00 per Share.  These procedures are described in more detail in each
Fund's Statement of Additional Information.

Under the amortized cost method of valuation,  a security is initially valued at
cost on the date of  purchase  and,  thereafter,  any  discount  or  premium  is
amortized  on a  straight-line  basis to maturity,  regardless  of the effect of
fluctuating interest rates on the market value of the security.  U.S. government
obligations,  Student Loan Certificates and FmHA Certificates, which are subject
to mandatory repurchase at their original purchase price, investments in taxable
and tax-exempt  debt  obligations  rated by a recognized  bond rating agency and
regularly traded in the secondary  market,  and nonrated fixed and variable rate
tax-exempt obligations and participation interests therein, not regularly traded
in the secondary  market but subject to Liquidity  Agreements  will be valued at
amortized cost. Other assets are valued at a fair value determined in good faith
by the board of directors of each Fund.

PURCHASING SHARES

Shares of each Fund may be purchased directly from IMG Financial Services, Inc.,
as the  distributor.  Shares may also be  purchased  by  customers  of qualified
banks, savings and loan associations, broker/dealers, investment advisory firms,
and other organizations  ("Participating  Organizations") that have entered into
servicing  agreements with the Distributor.  The  Participating  Organization is
responsible for transmitting purchase orders directly to the Fund's Distributor.
A Participating  Organization  may elect to hold record  ownership of shares for
its  customers  and to  show  beneficial  ownership  of  shares  on the  account
statements it provides to them. In the alternative, a Participating Organization
may elect to establish  its  customers'  accounts of record with IMG as transfer
agent  for  the  Funds.   Generally,   shares  purchased  through  Participating
Organizations  will be held by the Participating  Organization as shareholder of
record.

Shares of each Fund are  offered  without  any  purchase  or  redemption  charge
imposed by the Fund.  The minimum  initial  investment  that may be made in each
Fund is $250. Subsequent investments in each Fund must be made in amounts of not
less  than  $25,   except  where   purchases  are  made  through   Participating
Organizations,  in which case there is no minimum.  Participating  Organizations
may aggregate their customers' purchases to satisfy the required minimums.

Purchases  may be effected on business  days when the Advisor,  Distributor  and
Custodian  are open for  business.  The Funds  reserve  the right to reject  any
purchase order,  including purchases made with foreign and third party drafts or
checks.

A purchase  order for Trust  Shares  received and accepted by the Funds by 10:00
a.m. Central Time on a business day is effected at the net asset value per share
calculated  as of 11:00 a.m.  Central  Time,  and  investors  will  receive  the
dividend  declared that day, IF THE CUSTODIAN HAS RECEIVED THE PURCHASE PRICE IN
FEDERAL FUNDS OR OTHER  IMMEDIATELY  AVAILABLE  FUNDS BY 3:00 P.M.  CENTRAL TIME
THAT DAY. A purchase order for Trust Shares  received  after 10:00 a.m.  Central
Time and prior to 3:00 p.m.  Central Time on a business day for which such funds
have been  received by 3:00 p.m.  Central  Time will be effected as of 3:00 p.m.
Central Time, and will begin to accrue dividends on the following  business day.
If federal funds are not available by 3:00 p.m.  Central Time, the order will be
canceled.  Orders  received  at other  times will not be  accepted.  Payment for
orders  which are not  accepted or are  canceled  will be returned  after prompt
inquiry to the transmitting organization.

While the Funds  themselves do not presently  levy sales,  redemption or account
service charges,  Participating  Organizations  may elect to do so and the Funds
may elect to do so in the future.  Investors should inquire regarding the nature
and costs of services  provided by Participating  Organizations and determine if
such  services  are  desired,  because the costs  thereof will reduce the Funds'
yields to the investor below that obtainable by investing in the Funds directly.

Customers  wishing to purchase shares through their  Participating  Organization
should contact such entity directly for appropriate instructions. (For a list of
the Participating Organizations in your area, CALL IMG FINANCIAL SERVICES, INC.,
AT  1-800-798-1819  OR  515-244-5426.)  Direct  investors may purchase shares in
accordance with the procedures described below, "Purchase Procedures".

Certificates representing Fund shares purchased will not be issued. However, all
purchases are confirmed in writing to the investor and credited to their account
in the shareholder records maintained by the Transfer Agent. Investors will have
the same rights to their shares as if certificates had been issued.


PURCHASE PROCEDURES

 METHOD              INITIAL INVESTMENT               ADDITIONAL INVESTMENT


 BY MAIL                $250 (minimum)                     $25 (minimum)
                   Please make your check payable    Please make your check 
                   to the Fund selected and mail     payable to the Fund 
                   to the address indicated on       selected, with your account
                   the application.                  number on the check and 
                                                     mail to the address printed
                                                     on your account statement.

 BY WIRE           Please call IMG Financial         See instructions below.
                   Services, Inc., for an account 
                   number before initial investment 
                   at 1-800-798-1819 or 
                   515-244-5426.

   Federal Funds should be wired to: Federal Reserve Bank of Chicago for
   Mercantile Bank of Polk County, Des Moines, together with the name of
   the Fund,  your account number and names.

   Please note that when  accounts  are opened by wire you must send a completed
   application at your earliest  convenience.  Your application must be received
   by the Fund before any instructions for redemption will be accepted.

 BY ELECTRONIC     Not available for initial         Shareholders who have an 
 FUNDS TRANSFER    purchase.                         account with an institution
 (ACH)                                               which is a member of the 
                                                     Automated Clearing House, 
                                                     may elect to purchase Fund
                                                     shares via electronic funds
                                                     transfer.  Select this 
                                                     service on your application
                                                     or call the Fund.


SHAREHOLDER SERVICES

Some shareholder  services may not be available if shares are purchased  through
Participating   Organizations.   Call   IMG   Financial   Services,   Inc.,   at
1-800-798-1819 for more information.

EXCHANGE  PRIVILEGE.  You may  exchange  Trust  Shares of either  Fund for Trust
Shares in the other Fund described in this  Prospectus.  An exchange  involves a
redemption  of the shares of the Fund  being  liquidated  and a purchase  of the
shares of the Fund in which the  redemption  proceeds  are to be  invested.  The
exchange  privilege  is  offered as a  convenience  to  shareholders  and is not
intended to be a means of  speculating  on  short-term  movements in  securities
prices by transactions  involving frequent  purchases and sales of shares.  Each
Fund reserves the right at any time and without prior notice, to suspend, limit,
modify or terminate exchange privileges or their use by individual  shareholders
in order to prevent  transactions  considered to be  disadvantageous to existing
shareholders.

TELEPHONE TRANSFERS.  This service allows you to authorize transfers of money to
purchase or sell shares.  Using  Telephone  Transfer you can move money  between
your bank account and your account in the Funds with one phone call.  Moneys may
be transferred  either by wire or electronic  funds transfer with an institution
which is a member of the Automated Clearing House ("ACH").

Wire transfers may be used to transfer federal funds directly to/from the Funds'
custodian  bank. A $15.00 fee may be charged to your account for  redemptions by
wire.

Allow two (2) days after the call for electronic  funds transfer via ACH to move
moneys between your bank account and your account with either Fund.

For moneys  recently  invested,  allow normal  clearing  time before  redemption
proceeds  are sent to your bank.  In order to change the  financial  institution
account designated to receive redemption proceeds,  it will be necessary to send
a written  request to the Fund with a  signature  guarantee  from a national  or
state bank,  a trust  company or a federal  savings and loan  association,  or a
member  firm of the  New  York,  American,  Boston,  Midwest  or  Pacific  Stock
Exchange.

You can also arrange  SYSTEMATIC  PERIODIC  INVESTMENTS  (minimum $50) into your
Fund account.  Simply select the regular investment schedule you would like when
completing your account  application.  Your bank account will  automatically  be
debited to purchase shares of the Fund you select. You will receive confirmation
of each transaction.

Your  bank must be a member of ACH and you must  have a  checking  or  NOW/Money
Market Deposit account to use electronic funds transfer or systematic investing.
Please allow 20 days after receipt of your application to activate the Telephone
Transfer capability.

STATEMENTS  AND REPORTS.  You will  receive a statement of your account  listing
every  transaction  that affects your share balance no less than once per month.
At least twice a year you will receive the  financial  statements of the Fund in
which you have invested with a summary of that Fund's portfolio  composition and
performance.  Each Fund's Annual Report is reported on by the Funds' independent
auditors, KPMG Peat Marwick LLP.

REDEEMING SHARES

Shareholders may request redemption of their shares at any time.. Shares will be
redeemed at their net asset value as next determined after a redemption  request
in good order is received by the Fund's Distributor.  Redemption orders received
and accepted by the Distributor before 10:00 a.m. Central Time on a business day
will be redeemed as of 11:00 a.m.  Central Time and will earn dividends  through
the previous day; proceeds normally will be sent electronically the same day (or
mailed by check the next  business  day) to the  organization  that  placed  the
redemption  order in good form.  Redemption  orders  received  after  10:00 a.m.
Central Time or on a non-business  day will be redeemed as of 3:00 p.m.  Central
Time or at the next  determined net asset value and earn  dividends  through the
date the redemption request was received;  proceeds will be sent  electronically
on the  next  business  day (or  mailed  by  check on the  second  business  day
thereafter).  While the Funds use their best efforts to maintain their net asset
value per share at $1.00,  the proceeds paid upon redemption may be more or less
than the amount originally invested.

If you purchase  shares  through a  Participating  Organization,  you may redeem
shares  in  accordance  with  that  Organization's  rules  regarding  redemption
requests.   Direct  shareholders  may  redeem  shares  in  accordance  with  the
procedures described under "How to Redeem Shares".

The Funds intend to pay redemption  proceeds  within two business days and in no
event will  payment be made later than seven days after  receipt of a redemption
request in good order. Payments to investors who request to redeem shares within
a few days after a purchase paid for by check may be delayed until the Funds can
verify the check has been collected.

The Funds  reserve the right to suspend  redemptions  or to postpone the payment
therefor  when:  (a)  trading on the New York Stock  Exchange is  restricted  as
determined by the Securities and Exchange Commission,  or the Exchange is closed
for other than customary  weekend and holiday  closings;  (b) the Securities and
Exchange  Commission  has  permitted  such  suspension;  or (c) an  emergency as
determined by the  Securities  and Exchange  Commission  exists,  making sale of
portfolio  securities  or  valuations  of the Funds'  net assets not  reasonably
practicable.

If an investor's account drops below $250 due to redemptions,  the Funds reserve
the right to redeem any remaining shares,  if after 30 days' notice,  additional
investments to bring the account value to $250 are not made.

HOW TO REDEEM SHARES

   BY MAIL--                     Send a "letter of instruction": a letter 
   TO: 2203 GRAND AVENUE         specifying the name of the Fund, the number of 
     DES MOINES, IA 50312-5338   shares to besold,  your name, your account
                                 number, and the additional requirements listed 
                                 below that apply to your particular account.

   TYPE OF REGISTRATION                   REQUIREMENTS
   Individual, Joint Tenants,    Letter of instruction signed by all persons 
   Sole Proprietorship,          required to sign for the account, exactly as 
   Custodial (Uniform Gifts      it is registered, accompanied by signature 
   or Transfers To Minors Act),  guarantee(s).
   General Partners

   Corporation, Association      Letter of instruction and a corporate 
                                 resolution signed by person(s) authorized to 
                                 act on the account, accompanied by signature 
                                 guarantee(s).

   Trust                         A letter of instruction signed by the 
                                 Trustee(s) (as Trustee), with a signature
                                 guarantee.  (If the Trustee's name is not 
                                 registered on your account, also provide a 
                                 copy of the trust document, certified within 
                                 the last 60 days.)

   If  you  do  not  fall  into  any of  these  registration  categories  (e.g.,
   Executors, Administrators, Conservators or Guardians) please call for further
   instructions.

   A  signature  guarantee  is  designed  to  protect  you and the Fund  against
   fraudulent  transactions by unauthorized  persons.  A signature  guarantee is
   required for all persons registered on an account. A signature  guarantee may
   be  obtained  from an  eligible  guarantor  institution,  as  defined  by the
   Securities and Exchange Commission. These institutions include banks, savings
   and loan associations, credit unions, brokerage firms, and others. The words,
   "SIGNATURE  GUARANTEED" must be stamped or typed near each person's signature
   and appear with the printed name,  title, and signature of an officer and the
   name of the guarantor institution.  PLEASE NOTE THAT A NOTARY PUBLIC STAMP OR
   SEAL IS NOT A SIGNATURE GUARANTEE.

                FOR ALL OPTIONS BELOW, PLEASE CALL 1-800-798-1819

   BY EXCHANGE--                 You must meet the minimum investment
                                 requirement of the other fund.  You can only
                                 exchange between accounts with identical names,
                                 addresses, and taxpayer identification numbers.

   BY ELECTRONIC FUNDS           You must have applied for the Telephone 
   TRANSFER (ACH) OR WIRE--      Transfer feature on your application.  Allow 
                                 two days via ACH.  Call before 10:00 a.m. for
                                 same day wire.  $15.00 fee for bank wires.

<PAGE>

TABLE OF CONTENTS
  Expense Summary for Trust Shares............................................2
  Highlights..................................................................2
  Financial Highlights........................................................3
  Investment Objectives, Policies and Restrictions............................6
  Liquid Assets...............................................................6
  Municipal Assets............................................................7
  Performance.................................................................9
  Distributions and Taxes.....................................................9
  Organization and Shares of the Fund........................................10
  Management and Fees........................................................10
  Opening an Account.........................................................11
      Share Price............................................................11
      Purchasing Shares......................................................12
  Shareholder Services.......................................................13
  Redeeming Shares...........................................................14

NO SALESMAN OR OTHER PERSON HAS BEEN  AUTHORIZED TO GIVE ANY  INFORMATION  OR TO
MAKE ANY  REPRESENTATIONS,  OTHER THAN THOSE  CONTAINED IN THIS  PROSPECTUS,  IN
CONNECTION  WITH THE OFFER  CONTAINED IN THIS  PROSPECTUS AND, IF GIVEN OR MADE,
SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE FUNDS OR BY IMG FINANCIAL SERVICES,  INC. THIS PROSPECTUS DOES
NOT  CONSTITUTE  AN OFFERING BY IMG  FINANCIAL  SERVICES,  INC., IN ANY STATE IN
WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
<PAGE>
                                                            INSTITUTIONAL SHARES
LIQUID ASSETS FUND AND
MUNICIPAL ASSETS FUND

2203 GRAND AVENUE, DES MOINES, IOWA  50312-5338
IMG FINANCIAL SERVICES, INC......................................1-800-798-1819
 ...................................................................515-244-5426


PROSPECTUS                                                     OCTOBER 15, 1996


Liquid  Assets  Fund  and  Municipal  Assets  Fund,  each  of  these  a  "Fund",
(collectively,  the "Funds") are money  market  mutual funds  designed to enable
investors to meet short-term  goals.  Investors choose whichever Fund best suits
their needs and may, without charge,  exchange Funds as their investment outlook
or goals change.

Each Fund  offers  three  classes  of  shares.  This  Prospectus  describes  the
"Institutional  Shares"  of each  Fund.  Institutional  Shares  are  offered  to
individual  and  institutional  customers  (acting on their own behalf or on the
behalf of  individuals).  The Funds also offer "Sweep Shares" and "Trust Shares"
which accrue daily dividends in the same manner as  Institutional  Shares except
that each class bears separate  distribution  and/or shareholder  administrative
servicing fees (see "Organization and Shares of the Funds").

LIQUID ASSETS FUND,  ("Liquid  Assets") seeks maximum current income  consistent
with safety of principal and  maintenance of liquidity.  MUNICIPAL  ASSETS FUND,
("Municipal  Assets")  seeks maximum  current  income exempt from federal income
tax,   consistent  with  safety  of  principal  and  maintenance  of  liquidity.
Institutional  Shares are  offered  and  redeemed at $1.00 per share under rules
which  allow the Funds to use the  amortized  cost  method of valuing the Funds'
assets.

AN  INVESTMENT IN SHARES OF THE FUNDS IS NOT INSURED OR GUARANTEED BY THE UNITED
STATES,  BY ANY STATE,  OR BY THE FDIC, IS NOT A DEPOSIT OR OTHER  OBLIGATION OF
THE UNITED STATES,  ANY STATE,  OR A BANK, OR GUARANTEED BY A BANK, AND INVOLVES
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.

UNDER  EXTRAORDINARY  CIRCUMSTANCES  THE VALUE OF SHARES MAY VARY FROM $1.00 AND
CONSEQUENTLY,  THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO MAINTAIN
A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

This  Prospectus  sets forth basic  information  about each Fund that  investors
should  know  before  investing  and should be  retained  for future  reference.
Statements of Additional  Information (as of the date of this Prospectus)  which
contain  more  detailed  information  about  each Fund have been  filed with the
Securities and Exchange Commission and are hereby incorporated by reference. The
Statements of Additional  Information  are available  free upon request from IMG
Financial Services, Inc., at the address and telephone number indicated above.

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


<PAGE>


EXPENSE SUMMARY

The expense summary table is provided to assist you in understanding the various
costs and expenses that may be incurred  directly or indirectly as a shareholder
of either  Fund.  There  are no  transaction  fees  imposed  upon the  purchase,
redemption, or exchange of shares.

                                               Liquid Assets  Municipal Assets
Annual Fund Operating Expenses (as a percentage of average net assets)
 Management Fees...............................     0.25%            0.00%
 Other Expenses................................     0.20%            0.40%
 Total Fund Operating Expenses.................     0.45%            0.40%

Effective  September  1, 1996,  the  Advisor has agreed to  voluntarily  waive a
portion or all of their fees and to  reimburse  certain  expenses  of  Municipal
Assets.  The Advisor reserves the right to terminate its waiver or reimbursement
at any time in its sole  discretion.  Absent these waivers,  the Management Fees
for  Municipal  Assets  would be 0.25  percent of  average  net assets and total
operating  expenses  would be 0.65  percent of average  net  assets.  Additional
operating expenses information may be found under "Management and Fees".

EXAMPLES

You  would  pay the  following  expenses  on a $1,000  investment  in each  Fund
assuming,  (1) a (hypothetical) five percent annual return and (2) redemption at
the end of each time period:

                             1 Year      3 Years      5 Years      10 Years
   Liquid Assets              $ 5          $14          $25          $57
   Municipal Assets           $ 4          $13          $22          $51


EXPLANATION OF TABLE

THE  FOREGOING  SHOULD  NOT BE  CONSIDERED  A  REPRESENTATION  OF PAST OR FUTURE
EXPENSES OR RATES OF RETURN.  ACTUAL  EXPENSES OR RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE  SHOWN.  The  Expense  Summary  and  Examples do not reflect any
charges that may be imposed by financial institutions on their customers.

The purpose of the foregoing  tables is to assist in  understanding  the various
costs and  expenses  that may be directly or  indirectly  borne by  investors in
Institutional Shares. Certain figures contained in the above tables are based on
amounts  incurred  during  each  Fund's  most  recent  fiscal year and have been
adjusted  as  necessary  to  reflect  current  services   provider  fees  and/or
reimbursements.  There is no  assurance  that any fee waivers  will  continue at
their  present  level;  if any  current fee waivers  and/or  reimbursements  are
discontinued,   the  amounts  contained  in  the  examples  may  increase.   The
information in the above tables relates only to Institutional  Shares. The Funds
also offer Sweep Shares and Trust Shares.  Long-term shareholders may eventually
pay more than the  economic  equivalent  of the maximum  front-end  sales charge
otherwise permitted by the National Association of Securities Dealers, Inc. Wire
transfers  may be used to transfer  federal  funds  directly  to/from the Funds'
custodian bank. A $15.00 fee may be charged to an individual shareholder account
for  redemption  by wire.  Please  refer to  "Management  and Fees" for  further
information.

HIGHLIGHTS

The INVESTMENT  OBJECTIVE of Liquid Assets is maximum current income  consistent
with safety of  principal  and  maintenance  of  liquidity.  The Fund invests in
short-term debt  obligations  issued or guaranteed by the U.S.  government,  its
agencies or instrumentalities and repurchase  agreements  collateralized by such
obligations   including,   redeemable   Certificates   backed  by  Farmers  Home
Administration guaranteed loans and primarily, federally insured student loans.

The INVESTMENT  OBJECTIVE of Municipal  Assets is maximum  current income exempt
from federal income tax,  consistent with safety of principal and maintenance of
liquidity.  The Fund  invests  primarily in high  quality  short-term  municipal
securities which mature or have a demand feature exercisable in one year or less
from  the  date  of  acquisition.  See  "Investment  Objectives,   Policies  and
Restrictions".

The NET ASSET  VALUE,  that is, the price at which  shares of the Funds are sold
and redeemed, will be $1.00 per share, except under extraordinary circumstances.
See "Opening an Account -- Share Price".

SHARES OF EITHER FUND MAY BE  PURCHASED at the next  determined  net asset value
per share,  without a sales charge,  with an initial investment of at least $250
and  subsequent  purchases  of at least $25  (subject  to  certain  exceptions).
Purchases may be made by check,  wire,  electronic funds transfer and/or through
Participating Organizations. See "Purchasing Shares".

SHARES MAY BE REDEEMED  at their next  determined  net asset value by  exchange,
check, wire, and/or electronic funds transfer. See "Redeeming Shares".

The ADVISOR of the Funds is Investors  Management Group,  (the "Advisor"),  2203
Grand Avenue,  Des Moines,  Iowa  50312-5338,  a registered  investment  advisor
incorporated in June 1982. See  "Management  and Fees".  The Advisor is also the
transfer agent for the Funds.

The  Funds'  DISTRIBUTOR  is  IMG  Financial  Services,  Inc.,  a  wholly  owned
subsidiary  of the  Advisor.  IMG  Financial  Services,  Inc.,  is a  registered
broker/dealer and was incorporated in May 1992.

The Advisor is entitled to an INVESTMENT  ADVISORY FEE which is calculated daily
and paid  monthly at an annual rate of 0.25 percent of each Fund's net assets up
to $200,000,000, declining to 0.20 percent of average daily net assets in excess
of $600,000,000. Effective September 1, 1996, the Advisor has voluntarily agreed
to waive  all of its fee with  respect  to  Municipal  Assets.  This  waiver  is
voluntary and may be terminated  at any time in the Advisor's  sole  discretion.
See "Management and Fees".

DIVIDENDS are declared  daily and paid monthly (see  "Distributions  and Taxes")
and will be automatically reinvested unless the shareholder elects otherwise.

FINANCIAL HIGHLIGHTS

The "Financial  Highlights" on the following pages give  information  about each
Fund's financial history. The Funds' fiscal year has been July 1 through June 30
since their  inception.  The tables use the Funds'  fiscal years (which end June
30) and express  investment  and  distribution  information in terms of a single
share  outstanding  throughout  each period.  As of the date  hereof,  each Fund
offered a single class of shares.  The tables illustrate the actual  performance
of those shares during the period.

The tables  presented for the years 1987 through 1996 have been examined by KPMG
Peat Marwick LLP,  independent  auditors,  whose unqualified report covering the
year ending June 30, 1996, is included in the Annual Report to  shareholders  of
each Fund. The Annual Report is included in each Fund's  Statement of Additional
Information  and will be provided  upon  request to the  address  and  telephone
number on Page 1 of this Prospectus without charge.

<TABLE>
<CAPTION>
SELECTED DATA FOR A SWEEP SHARE OF                                                                              
EACH FUND OUTSTANDING THROUGHOUT                                                                                
EACH PERIOD                      1996      1995      1994      1993      1992      1991      1990      1989      1988      1987
________________________________________________________________________________________________________________________________
<S>                           <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
LIQUID ASSETS FUND
Net Asset Value                                                                         
Beginning of Period           $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000 
                                                                                
Net Investment Income            0.047     0.047     0.027     0.027     0.044     0.063     0.074     0.076     0.057     0.051
                                                                                
Dividends Distributed           (0.047)   (0.047)   (0.027)   (0.027)   (0.044)   (0.063)   (0.074)   (0.076)   (0.057)   (0.051)
                              ---------------------------------------------------------------------------------------------------
Net Asset Value                                                                         
End of Period                 $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000 
                              ===================================================================================================

Total Return                      4.68%     4.66%     2.66%     2.72%     4.37%     6.31%     7.40%     7.62%     5.74%     5.13%
                                                                                
Ratio of Expenses to                                                                             
Average Net Assets                1.20%     1.20%     1.18%     1.16%     1.16%     1.15%     1.16%     1.17%     1.15%     1.17%
                                                                                
Ratio of Net Income to                                                                          
Average Net Assets                4.68%     4.66%     2.66%     2.72%     4.37%     6.31%     7.40%     7.62%     5.74%     5.13%
                                                                                
Net Assets                                                                              
End of Period (000 Omitted)   $176,633  $167,085  $141,018  $123,949  $117,238  $111,405  $104,014  $ 93,335  $ 73,525  $ 67,020




On September 25, 1996, the shareholders approved amendments to the Fund's Articles of Incorporation to reclassify all outstanding 
shares as Sweep Shares.  This reclassification did not effect the existing fee structure.

<CAPTION>
SELECTED DATA FOR A SWEEP SHARE OF                                                                              
EACH FUND OUTSTANDING THROUGHOUT                                                                                
EACH PERIOD                      1996      1995      1994      1993      1992      1991      1990      1989      1988      1987
________________________________________________________________________________________________________________________________
<S>                           <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
MUNICIPAL ASSETS FUND                                                                           
Net Asset Value                                                                         
Beginning of Period           $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000
                                                                                
Net Investment Income            0.026     0.025     0.015     0.017     0.030     0.044     0.050     0.051     0.039     0.035
                                                                                
Dividends Distributed           (0.026)   (0.025)   (0.015)   (0.017)   (0.030)   (0.044)   (0.050)   (0.051)   (0.039)   (0.035)
                              ---------------------------------------------------------------------------------------------------
Net Asset Value                                                                         
End of Period                 $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000 
                              ===================================================================================================
                                                                                
Total Return                      2.64%     2.53%     1.53%     1.69%     3.06%     4.40%     4.96%     5.10%     3.94%     3.45%
                                                                                
Ratio of Expenses to                                                                            
Average Net Assets                1.48%     1.38%     1.35%     1.35%     1.37%     1.39%     1.63%     1.50%     1.52%     1.46%
                                                                                
Ratio of Net Income to                                                                          
Average Net Assets                2.64%     2.53%     1.53%     1.69%     3.06%     4.40%     4.96%     5.10%     3.94%     3.45%
                                                                                
Net Assets                                                                              
End of Period (000 Omitted)   $ 10,146  $ 16,130  $ 21,355  $ 23,764  $ 29,670  $ 26,683  $ 15,077  $ 12,619  $ 14,528  $ 14,560




On September 25, 1996, the shareholders approved amendments to the Fund's Articles of Incorporation to reclassify all outstanding 
shares as Sweep Shares.  This reclassification did not effect the existing fee structure.
</TABLE>

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

LIQUID ASSETS

The investment  objective of Liquid Assets is maximum current income  consistent
with safety of principal and  maintenance of liquidity.  The Fund invests in the
following  money  market  instruments  maturing in 397 days or less from time of
investment, (with certain exceptions):

(1)    Obligations issued or guaranteed by the U.S.  government or any agency or
       instrumentality  thereof. Such securities will include those supported by
       the full faith and credit of the United  States  Treasury or the right of
       the agency or  instrumentality  to borrow from the  Treasury,  as well as
       those   supported   only  by  the  credit  of  the   issuing   agency  or
       instrumentality.

(2)    Repurchase  agreements involving securities in the immediately  foregoing
       categories.  A repurchase  agreement involves the sale of such securities
       to the Fund with the  concurrent  agreement  of the seller to  repurchase
       them at a  specified  time and  price to yield  an  agreed  upon  rate of
       interest.  Repurchase  agreements  may  involve  certain  risks which are
       described in greater detail in the Statement of Additional Information.

(3)    Redeemable    interest-bearing    trust   certificates   ("Student   Loan
       Certificates") issued by the Iowa Student Loan Trust and/or other Student
       Loan Trusts established by the Fund, ("Student Loan Trusts"), created for
       the sole purpose of  purchasing  from banks  (which  qualify as "eligible
       lenders")  federally  insured  student  loans  originated  by banks.  The
       Student Loan Certificates  will have original  maturities of no more than
       397 days but will be redeemable by the Fund at their face amount upon not
       more than five days'  written  notice to the issuing  Student Loan Trust.
       Further  details  concerning  the  Student  Loan  Trusts  and the  Fund's
       investments  in Student Loan  Certificates  are found in the Statement of
       Additional Information.

(4)    Redeemable  interest-bearing ownership certificates ("FmHA Certificates")
       issued  by one or more  guaranteed  loan  trusts  ("FmHA  Trusts"),  each
       created  for the  purpose of  acquiring  participation  interests  in the
       guaranteed portion of Farmer's Home  Administration  ("FmHA")  guaranteed
       loans.  The FmHA  Certificates  will have original  maturities of no more
       than 397 days but will be  redeemable  by the Fund at their  face  amount
       upon not more than five days'  written  notice to the issuing FmHA Trust.
       Further details  concerning the FmHA Trusts and the Fund's  investment in
       FmHA Certificates and FmHA guaranteed loans are found in the Statement of
       Additional Information.

In accordance with procedures  adopted pursuant to Rule 2a-7 under the 1940 Act,
the Fund limits its  investments  to those U.S.  dollar-denominated  instruments
determined  by the Board of Directors to present  minimal  credit risk and which
are "Eligible Securities" as that term is defined by Rule 2a-7. Pursuant to Rule
2a-7,  the Fund  shall not have  invested  more than five  percent  of its total
assets in securities issued by a single issuer.  For additional  requirements of
Rule 2a-7,  see  "Opening  an Account -- Share  Price".  Assets of the Fund will
consist of  securities  with  maturities of 397 days or less at date of purchase
or, if  maturing  beyond 397 days,  will be backed by  Liquidity  and  Servicing
Agreements  or Guaranteed  Funding  Agreements  and will have variable  interest
rates  adjustable  at least  semiannually.  In  determining  whether  particular
variable  rate  investments  backed by Liquidity  and  Servicing  Agreements  or
Guaranteed  Funding  Agreements may be made, the period remaining until maturity
will be deemed to be the longer of the demand notice period  required before the
Fund is  entitled  to  receive  payment  of the  principal  amount or the period
remaining  until  the next  interest  adjustment.  The  dollar-weighted  average
maturity of Fund  investments  will be 90 days or less,  determined  in the same
manner.  While the  underlying  security in a  repurchase  agreement  may have a
maturity of more than 397 days, the repurchase  agreement  itself will terminate
in less than 397 days,  and  typically  within a few days.  The Fund  intends to
invest at least 25 percent of its total  assets in  Student  Loan  Certificates,
and/or FmHA Certificates,  except when such investments are either not available
in  sufficient  quantity or do not carry  yields  competitive  with  alternative
investments.

It is the policy of the Fund that any illiquid securities  (including repurchase
agreements of more than seven days duration) may not constitute,  at the time of
purchase  or at any time,  more than ten  percent  of the value of the total net
assets of the Fund.

As a fundamental policy, the Fund does not intend to concentrate its investments
in any one industry and pursuant to Section  18(f) of the 1940 Act, the Fund may
not issue senior securities.  As a general policy, it is the Fund's intention to
hold investments until they mature.  However, in an effort to increase portfolio
yields the Fund may periodically trade securities to take advantage of perceived
disparities between markets for various short-term money market instruments.  It
is also possible that  redemptions of Fund shares could  necessitate the sale of
portfolio  investments  prior to  maturity  and at times when such sale would be
undesirable because of unfavorable market conditions.

While  investments  by the  Fund  will be  confined  to high  quality  financial
instruments,  the complete  elimination  of risk is not possible.  Under certain
circumstances   described  in  more  detail  in  the   Statement  of  Additional
Information,  the net asset  value of Fund  shares  could  decrease.  It is also
possible  Participating  Banks or borrowers  will default on the  provisions  of
their  agreements  with  the  Fund or that  banks  will  default  on  repurchase
agreements  with the Student Loan Trusts or the FmHA  Trusts,  which could cause
the net asset value per share to decrease.

In light of these various  contingencies,  there can be no  assurances  the Fund
will achieve its investment objectives.

The Fund has adopted a number of investment  policies and restrictions,  some of
which can be changed by the Board of  Directors.  Others may be changed  only by
holders of a majority  of the  outstanding  shares and  include  the  following:
Without shareholder approval the Fund may not: (1) purchase any securities other
than those described  above; (2) invest more than 80 percent of its total assets
in Student Loan Certificates and/or FmHA Certificates; (3) purchase or sell real
estate (other than short-term loans secured by real estate or interests  therein
or loans to companies which invest in or engage in other  activities  related to
real estate), commodities or commodity contracts, interests in oil, gas or other
mineral exploration or development programs;  (4) make short sales of securities
or  maintain  a short  position  or write,  purchase,  or sell  puts  (excluding
repayment and  guarantee  arrangements  on loan  participations  purchased  from
Participating  Banks),  calls,  straddles,  spreads or combinations thereof; (5)
make loans to other  persons,  provided  the Fund may invest up to 80 percent of
its total assets in Student Loan Certificates or FmHA Certificates, as described
in (2) above, and may make the investments and enter into repurchase  agreements
as  described  above;  (6)  invest  in  securities  with  legal  or  contractual
restrictions  on  resale  (except  for  repurchase   agreements,   Student  Loan
Certificates,  and FmHA  Certificates) or for which no ready market exists;  (7)
enter into repurchase agreements if, as a result thereof, more than five percent
of the  Fund's  total  assets  (taken  at  market  value  at the  time  of  such
investment)  would be subject to  repurchase  agreements  maturing  in more than
seven days.

The foregoing investment  restrictions are considered fundamental policies which
cannot be changed without the approval of a "majority" of the Fund's outstanding
voting  securities,  that is, by (a) 67 percent or more of the securities voting
at a special or annual meeting if more than 50 percent of the outstanding shares
of Common Stock are  represented  at such meeting in person or by proxy;  or (b)
more than 50 percent of the  outstanding  Common Stock,  whichever is less.  The
Statement  of  Additional  Information  includes  discussion  of  certain  other
investment  policies  and  restrictions,  some  of  which  are  also  considered
fundamental and may not be changed without shareholder approval.

MUNICIPAL ASSETS

The investment  objective of Municipal  Assets is maximum  current income exempt
from federal income tax,  consistent with safety of principal and maintenance of
liquidity.  The Fund invests in the following types of money market  instruments
maturing in 397 days or less from time of investment (with certain  exceptions),
as defined herein:

(1)    Tax-exempt debt  obligations  issued by state and municipal  governmental
       units and public  authorities  within the United States and participation
       interests therein.  With few exceptions such obligations will be nonrated
       and of  limited  marketability.  However,  they  will be backed by demand
       repurchase  commitments  of the  issuers  thereof  and  irrevocable  bank
       letters  of  credit or  guarantees  (collectively  referred  to herein as
       "Liquidity Agreements").  The Liquidity Agreements will permit the holder
       of the securities to demand payment of the unpaid principal  balance plus
       accrued  interest upon a specified number of days' notice either from the
       issuer  or  by  drawing  on an  irrevocable  bank  letter  of  credit  or
       guarantee.  In addition,  all obligations with maturities longer than 397
       days from date of purchase  will, by their terms,  bear rates of interest
       that are adjusted upward or downward no less frequently than semiannually
       by means of a formula  intended  to reflect  market  changes in  interest
       rates.  Certain  types of industrial  development  bonds issued by public
       bodies  to  finance  the   construction   of  industrial  and  commercial
       facilities and equipment are also purchased.  The Statement of Additional
       Information  contains further details  concerning the Fund's policies and
       procedures with respect to investments in such tax-exempt obligations and
       participation interests.

(2)    High quality  tax-exempt debt  obligations  issued by state and municipal
       governments and by public  authorities,  including issues sold as interim
       financing in anticipation of tax  collections,  revenue  receipts or bond
       sales, and tax-exempt  Project Notes secured by the full faith and credit
       of the United States.  Such  obligations will be purchased only if backed
       by the full  faith and  credit of the  United  States or rated  Aaa,  Aa,
       MIG-1, MIG-2 or Prime-1 by Moody's Investors  Service,  Inc., or AAA, AA,
       or A-1 by Standard & Poor's Corporation.  Nonrated securities may also be
       purchased  if  determined  by the  Fund's  board  of  directors  to be of
       comparable quality to the rated securities in which the Fund may invest.

(3)    Taxable obligations issued or guaranteed by agencies or instrumentalities
       of the  U. S. government may be acquired from time to time on a temporary
       basis for defensive purposes.

(4)    Repurchase  agreements  involving  securities in the immediate  foregoing
       category.  A repurchase agreement involves the sale of such securities to
       the Fund with the concurrent  agreement of the seller to repurchase  them
       at a specified time and price,  to yield an agreed upon rate of interest.
       Repurchase  agreements  may involve  certain risks which are described in
       greater detail in the Statement of Additional Information.

In accordance with procedures  adopted pursuant to Rule 2a-7 under the 1940 Act,
the Fund limits its  investments  to those U.S.  dollar-denominated  instruments
determined  by the Board of Directors to present  minimal  credit risk and which
are "Eligible Securities" as that term is defined by Rule 2a-7. Pursuant to Rule
2a-7,  the Fund shall not invest more than five  percent of its total  assets in
securities issued by a single issuer. For additional  requirements of Rule 2a-7,
see  "Opening  an Account -- Share  Price".  Assets of the Fund will  consist of
securities  with  maturities  of 397  days or less at date of  purchase  or,  if
maturing beyond 397 days,  securities  which are backed by Liquidity  Agreements
and which have variable  interest rates  adjustable at least  semi-annually  and
upon the  adjustment  of the interest rate the value of the  securities  will be
approximately  equal to par. In  determining  whether  particular  variable rate
investments  backed by Liquidity  Agreements may be made,  the period  remaining
until  maturity  will be deemed to be the  longer of the  demand  notice  period
required before the Fund is entitled to receive payment of the principal  amount
or the period remaining until the next interest adjustment.  The dollar-weighted
average maturity of Fund investments will be 90 days or less,  determined in the
same manner.

Under normal market conditions, the Fund as a matter of fundamental policy, will
invest at least 80 percent of its total net assets in tax-exempt securities, the
interest on which is exempt from federal  income tax,  except to the extent that
some or all of  which  may be  subject  to the  alternative  minimum  tax.  This
fundamental  policy may not be changed without the approval of a majority of the
Fund's outstanding voting securities.

It is the policy of the Fund that any illiquid securities may not constitute, at
the time of purchase  or at  anytime,  more than ten percent of the value of the
total net  assets  of the Fund.  The Fund  does not  intend to  concentrate  its
investments  in any one industry  and pursuant to Section  18(f) of the 1940 Act
may not issue senior securities.

As a general policy,  it is the Fund's intention to hold investments  until they
mature or until immediately  prior to the expiration of an applicable  Liquidity
Agreement.  However,  in an effort to increase  portfolio  yields,  the Fund may
periodically trade securities to take advantage of perceived disparities between
markets for various  short-term  money market  instruments.  It is also possible
that  redemptions  of Fund  shares  could  necessitate  the  sale  of  portfolio
investments  prior to maturity and at times when such sale would be  undesirable
because of unfavorable market conditions.

New issues of tax-exempt  debt  obligations are usually offered on a when-issued
basis with the  securities  to be delivered and paid for  approximately  45 days
following the initial purchase commitment.  The Fund may occasionally enter into
such commitments, subject to certain limitations and procedures discussed in the
Statement of Additional Information.

While  investments  by the  Fund  will be  confined  to  high-quality  financial
instruments,  the complete  elimination  of risk is not possible.  Under certain
circumstances,   described  in  more  detail  in  the  Statement  of  Additional
Information,  the net asset  value of Fund  shares  could  decrease.  It is also
possible an issuer or bank will  default on the  provisions  of their  Liquidity
Agreements,  which  could cause the net asset  value per share to  decrease.  In
light of these various  contingencies,  there can be no assurances the Fund will
achieve its investment objectives.

The Fund has adopted a number of investment  policies and restrictions,  some of
which can be changed by the Board of  Directors.  Others may be changed  only by
holders of a majority  of the  outstanding  shares and  include  the  following:
Without shareholder approval the Fund may not: (1) purchase any securities other
than those described under "Investment  Policy"; (2) invest more than 80 percent
of its total assets in tax-exempt  fixed and variable rate debt  obligations (or
participation  interests  therein) issued by state and local  governmental units
within the United  States which are backed by Liquidity  Agreements;  (3) invest
more  than  five  percent  of its  total  assets  (determined  as of the date of
purchase) in tax-exempt  obligations or participation  interests therein subject
to  Liquidity  Agreements  issued by any one  bank;  (4)  purchase  or sell real
estate,  commodities  or  commodity  contracts,  interests  in oil, gas or other
mineral exploration or development programs;  (5) make short sales of securities
or  maintain  a short  position  or write,  purchase,  or sell  puts  (excluding
Liquidity  Agreements covering certain tax-exempt  obligations  purchased by the
Fund),  calls,  straddles,  spreads or combinations  thereof;  (6) make loans to
other persons,  provided the Fund may make investments and enter into repurchase
agreements  as  described   above;  (7)  invest  in  securities  with  legal  or
contractual  restrictions  on resale  (except for  tax-exempt  debt  obligations
subject to Liquidity  Agreements) or for which no ready market exists; (8) enter
into a Liquidity  Agreement  with any bank  unless such bank is a United  States
bank which has a record,  together with predecessors,  of at least five years of
continuous  operations;  (9) enter into  repurchase  agreements  if, as a result
thereof,  more than five  percent of the Fund's  total  assets  (taken at market
value at the time of such investment) would be subject to repurchase  agreements
maturing in more than seven days; and (10) enter into Liquidity  Agreements with
any bank if five percent or more of the securities of such bank are owned by the
Advisor or by  directors  and  officers  of the Fund or the  Advisor,  or if any
director or officer of the Fund or the Advisor owns more than 1/2 percent of the
voting securities of such bank.

The foregoing investment  restrictions are considered fundamental policies which
cannot be changed without the approval of a "majority" of the Fund's outstanding
voting  securities,  that is, by (1) 67 percent or more of the securities voting
at a special or annual meeting if more than 50 percent of the outstanding shares
of Common Stock are  represented  at such meeting in person or by proxy;  or (2)
more than 50 percent of the  outstanding  Common Stock,  whichever is less.  The
Statement  of  Additional  Information  includes  discussion  of  certain  other
investment  policies  and  restrictions,  some  of  which  are  also  considered
fundamental and may not be changed without shareholder approval.

PERFORMANCE

Performance  of each Fund may be quoted in advertising in terms of current yield
and  effective  yield.  CURRENT  YIELD  refers  to the  income  generated  by an
investment  in  either  Fund over a  seven-day  period,  expressed  as an annual
percentage rate. EFFECTIVE YIELD is calculated similarly but assumes that income
earned  from the  investment  is  reinvested.  Effective  yield will be slightly
higher than  current  yield  because of the  compounding  effect of this assumed
reinvestment.

The current and effective  yields for the seven-day  period ended June 30, 1996,
for Liquid Assets and Municipal  Assets were 4.50 percent and 4.60 percent,  and
2.41 percent and 2.44 percent, respectively.

Performance of the Funds may also be compared to other mutual funds with similar
investment  objectives,  relevant  indices or rankings  prepared by  independent
services or other  financial  publications,  or yields on deposits at  financial
institutions.  Unlike the Funds, deposit accounts at financial  institutions are
generally FDIC insured and do not fluctuate to the extent of the Funds.

Additionally,  Municipal Assets may quote a taxable-equivalent  yield based on a
stated  income  tax  rate.  Please  see  each  Fund's  Statement  of  Additional
Information for further  discussion of the manner in which yields are calculated
and the comparative performance data which may be used.

Of  course,  the  Funds'  yields  are not  fixed  nor is  principal  guaranteed.
Performance  will  fluctuate  and any  quotation  should  not be  considered  as
representative of the future performance of either Fund.

DISTRIBUTIONS AND TAXES

Dividends  from the net income of each Fund are declared  daily on each business
day and paid monthly to holders of record  immediately  before 3:00 p.m. Central
Time. Dividends are automatically reinvested in Institutional Shares unless cash
payment has been  requested.  If a shareholder  redeems the entire amount in his
account during the month,  dividends  credited to the account from the beginning
of the  month  through  the  date of  redemption  are paid  with the  redemption
proceeds.

Dividends on each class of shares are determined in the same manner and are paid
in the same amounts irrespective of class, except that each class bears separate
distribution and/or shareholder  servicing fees (see "Organization and Shares of
the Funds").

Dividends  declared in October,  November,  or December of any year,  payable to
shareholders  of record on a specified  date in such  months,  will be deemed to
have been received by the  shareholders  and paid by the Funds on December 31 of
such year, in the event that such  dividends are actually paid during January of
the following year.

Each Fund intends to qualify as a regulated  investment  company by distributing
substantially  all of its taxable net income,  including  any  realized  capital
gains,  and thus will not incur any  Federal  income  taxes.  Shareholders  will
receive  taxable  dividend  income,  tax-exempt  dividend  income and/or capital
gains, as the case may be, from  distributions  whether paid in cash or received
in the form of additional shares.

Dividends  derived from interest on federally  tax-exempt debt obligations owned
by Municipal Assets are intended to constitute "exempt-interest dividends" which
are  generally  not Federally  taxable to  shareholders,  although some could be
includable for purposes of the alternative  minimum tax.  Dividends derived from
other interest and the  realization of capital gains are taxable to shareholders
whether or not reinvested.

Municipal  Assets  expenses  will be allocated  between  tax-exempt  and taxable
income in the same proportion as the Fund's tax-exempt income bears to the total
of such exempt  income and its gross  income  (excluding  from gross  income the
excess of capital gains over capital losses).

Promptly after the end of each calendar year,  each  shareholder  will receive a
statement of the Federal  income tax status of all dividends  and  distributions
paid during the year.  This  discussion is only a summary and relates  solely to
Federal tax matters.  Further  discussion of the Federal Income Tax consequences
of an  investment  in the  Fund  is  provided  in the  Statement  of  Additional
Information.  Dividends may also be subject to local taxation.  Shareholders are
encouraged to consult with their personal tax Advisors.

ORGANIZATION AND SHARES OF THE FUNDS

The Funds are open-end, diversified management investment companies organized as
Iowa  corporations.  Liquid Assets was  incorporated in June 1982 under the name
Iowa Liquid Assets Fund,  Inc.,  and changed its name to IMG Liquid Assets Fund,
Inc., in October 1987. Municipal Assets was incorporated under the name Iowa Tax
Free Liquid  Assets Fund,  Inc., in January 1983 and changed its name to IMG Tax
Exempt  Liquid Assets Fund,  Inc.,  in October 1987. On September 25, 1996,  the
Funds each increased  authorized capital to five billion shares of Common Stock,
par value $.001 per share,  changed the Fund's  names to Liquid  Assets Fund and
Municipal Assets Fund,  respectively,  and amended their respective  Articles of
Incorporation  to  authorize  the  Boards  of  Directors  to  issue  one or more
additional   classes  of  shares.   Simultaneously,   the  Boards  approved  the
redesignation  of the  existing  shares as "Sweep  Shares"  and the  issuance of
"Trust  Shares" and  "Institutional  Shares".  Management of the affairs of each
Fund is legally vested in its Board of Directors,  which meets  periodically  to
review  activities  of the Fund and the  Advisor and to  consider  other  policy
matters pertaining to the Fund.

Institutional Shares of the Funds are described in this Prospectus. Sweep Shares
and Trust Shares are offered in separate  Prospectuses  which may be obtained by
calling IFS at  1-800-798-1819  or writing to IFS at the address on the cover of
this  Prospectus.  All  shares  are  offered  to  individual  and  institutional
investors  acting on their own behalf or on behalf of their  customers  and bear
their pro rata portion of all operating expenses paid by the Funds,  except that
Sweep  Shares and Trust Shares bear  separate  distribution  and/or  shareholder
servicing fees.  Institutional  Shares bear no distribution  and/or  shareholder
servicing fees.

Each class of shares  offers  different  privileges.  Sweep  Shares are normally
offered through financial  institutions  providing  automatic "sweep" investment
programs to their customers,  and offer a check writing privilege.  Trust Shares
are normally offered through trust organizations or others providing shareholder
services such as  establishing  and  maintaining  accounts and records for their
customers  who  invest  in  Trust  Shares,  assisting  customers  in  processing
purchase,  exchange  and  redemption  requests,  and  responding  to  customers'
inquiries  concerning  their  investments.  Institutional  Shares are  available
directly  from the  Distributor  only and offer only the Exchange and  Telephone
Transfer  services.  Each class of shares is exchangeable only for shares of the
same class.  Financial  institutions selling or servicing Sweep Shares and Trust
Shares  may  receive  different  compensation  with  respect  to one class  over
another.

Shareholders are entitled to one vote for each full share held and proportionate
fractional  votes  for  fractional  shares  held.  Shares of each Fund will vote
together and not by class unless otherwise  required by law or permitted by each
Fund's Board of Directors. All shareholders of each Fund will vote together as a
single class on matters relating to the Fund's  investment  advisory  agreement,
investment objective and fundamental policies. Only holders of Sweep Shares will
vote on matters  relating  to the  Distribution  Plan for Sweep  Shares and only
holders of Trust  Shares  will vote on  matters  pertaining  to the  Shareholder
Services Plan for Trust Shares.

Shares of the Funds have  non-cumulative  voting  rights and,  accordingly,  the
holders of more than 50 percent of each Fund's outstanding shares  (irrespective
of class) may elect all of the Directors.  Shares have no preemptive  rights and
only such  conversion and exchange  rights as each Fund's Board may grant in its
discretion.  When issued for payments as described  in this  Prospectus,  shares
will be fully paid and nonassessable.

MANAGEMENT AND FEES

Investors Management Group, ("IMG") manages the investments and business affairs
of the  Funds.  IMG is a  registered  Investment  Advisor  located at 2203 Grand
Avenue,  Des Moines,  Iowa 50312-5338.  IMG Financial  Services,  Inc., a wholly
owned subsidiary of IMG, is a registered  broker/dealer and serves as the Funds'
Underwriter.  Since IMG was founded in 1982,  its  principal  business  has been
providing continuous  investment management to pension and profit-sharing plans,
insurance  companies,   public  agencies,   banks,   endowments  and  charitable
institutions,  other mutual funds,  individuals and others. As of June 30, 1996,
IMG had  approximately  $1.4  billion in equity,  fixed  income and money market
assets under management.  David W. Miles, Mark A. McClurg,  and James W. Paulsen
are principal shareholders of IMG.

The Funds are  managed by Jeffrey  D.  Lorenzen,  CFA,  Managing  Director.  Mr.
Lorenzen is a fixed income strategist and is a member of IMG's Investment Policy
Committee.  Prior to joining IMG in 1992, his experience  includes  serving as a
securities  analyst and corporate  fixed income analyst for The Statesman  Group
from 1989 to 1992.  He received  his Masters of Business  Administration  degree
from Drake  University and his Bachelor of Business  Administration  degree from
the University of Iowa.

Under a management  contract between each Fund and IMG, a fee is paid to IMG for
investment  advisory  services.  Each Fund is responsible  for paying  operating
expenses not assumed by IMG.

The  management  fee for each Fund is  calculated  daily and paid  monthly.  The
maximum  management  fee for each Fund is 0.25  percent of each  Fund's  average
daily net assets up to $200,000,000. The management fee declines to 0.20 percent
of average daily net assets in excess of $600,000,000. For the fiscal year ended
June 30, 1996,  fees paid by Liquid Assets and Municipal  Assets to IMG amounted
to approximately 0.25 percent of each Fund's average net assets, or $444,793 and
$43,217, respectively.

From time to time, IMG may voluntarily  waive all or a portion of the management
fee and/or absorb certain  expenses of a Fund or class of shares without further
notification  of the  commencement  or termination of such waiver or absorption.
Any such waiver will have the effect of lowering the overall expense ratio for a
Fund or class of shares and  increasing  the overall  yield to investors in that
Fund or class of shares at the time any such amounts are waived and/or absorbed.

Effective September 1, 1996, IMG voluntarily agreed to waive all of its advisory
fees on Municipal Assets.  Without such waiver,  IMG would have been entitled to
receive a fee at the annual rate of 0.25 percent of the average daily net assets
of Municipal Assets.  This waiver is terminable without further  notification at
any time in IMG's sole discretion.

IMG also acts as transfer  agent and dividend  paying  agent for the Funds,  and
maintains all shareholder records. Each Fund pays fees based upon asset size and
number of accounts.

Expenses of operating  each Fund include fees of directors not  affiliated  with
the Investment  Advisor,  custodial  fees,  taxes,  auditing and legal expenses,
Securities and Exchange  Commission fees, state securities  qualification  fees,
costs of preparing and printing  prospectuses  for  regulatory  purposes and for
distribution to shareholders,  certain insurance premiums,  transfer agent fees,
the publishing of reports to  shareholders,  and other expenses  relating to the
operation  of each  Fund  which  are not  expressly  assumed  by the  Investment
Advisor.

Mercantile  Bank of Polk County,  Des Moines,  Iowa,  acts as custodian  for the
Funds' cash and investments.

OPENING AN ACCOUNT

The Funds require a completed and signed  application (which is attached) at the
time you open  each new  account.  Additional  paperwork  may be  required  from
corporations,  associations and certain fiduciaries.  IF YOU HAVE QUESTIONS CALL
IFS AT 1-800-798-1819 FROM 8:00 A.M. TO 4:30 P.M. CENTRAL TIME.

SHARE PRICE

The shares of each Fund are sold without a sales charge.  The price of one share
is its "net asset value" or NAV (generally $1.00). NAV is computed by adding the
value  of each  Fund's  investments,  plus  cash  and  other  assets,  deducting
liabilities  and then  dividing the result by the number of shares  outstanding.
The NAV of each Funds'  shares is  determined  twice each business day, at 11:00
a.m. Central Time and at the close of the New York Stock Exchange (normally 3:00
p.m.  Central Time). The Funds are open for business each day the New York Stock
Exchange is open.

Your purchase will be processed at the next NAV calculated after your investment
has been  converted  to federal  funds.  If you invest by check,  the Funds must
generally  allow one or more  days for  conversion  into  federal  funds  before
accepting your purchase.

Rule 2a-7 under the Investment  Company Act of 1940 permits the Funds to compute
net asset value per share using the amortized  cost method of valuing  portfolio
securities. As a condition for using the amortized cost method of valuation, the
Board of Directors  established  procedures  to stabilize  each Fund's net asset
value at $1.00 per Share.  These procedures are described in more detail in each
Fund's Statement of Additional Information.

Under the amortized cost method of valuation,  a security is initially valued at
cost on the date of  purchase  and,  thereafter,  any  discount  or  premium  is
amortized  on a  straight-line  basis to maturity,  regardless  of the effect of
fluctuating interest rates on the market value of the security.  U.S. government
obligations,  Student Loan Certificates and FmHA Certificates, which are subject
to mandatory repurchase at their original purchase price, investments in taxable
and tax-exempt  debt  obligations  rated by a recognized  bond rating agency and
regularly traded in the secondary  market,  and nonrated fixed and variable rate
tax-exempt obligations and participation interests therein, not regularly traded
in the secondary  market but subject to Liquidity  Agreements  will be valued at
amortized cost. Other assets are valued at a fair value determined in good faith
by the board of directors of each Fund.

PURCHASING SHARES

Shares of each Fund may be purchased directly from IMG Financial Services, Inc.,
as the  distributor.  Shares may also be  purchased  by  customers  of qualified
banks, savings and loan associations, broker/dealers, investment advisory firms,
and other organizations  ("Participating  Organizations") that have entered into
servicing  agreements with the Distributor.  The  Participating  Organization is
responsible for transmitting purchase orders directly to the Fund's Distributor.
A Participating  Organization  may elect to hold record  ownership of shares for
its  customers  and to  show  beneficial  ownership  of  shares  on the  account
statements it provides to them. In the alternative, a Participating Organization
may elect to establish  its  customers'  accounts of record with IMG as transfer
agent  for  the  Funds.   Generally,   shares  purchased  through  Participating
Organizations  will be held by the Participating  Organization as shareholder of
record.

Shares of each Fund are  offered  without  any  purchase  or  redemption  charge
imposed by the Fund.  The minimum  initial  investment  that may be made in each
Fund is $250. Subsequent investments in each Fund must be made in amounts of not
less  than  $25,   except  where   purchases  are  made  through   Participating
Organizations in which case there is no minimum. Participating Organizations may
aggregate their customers' purchases to satisfy the required minimums.

Purchases  may be effected on business  days when the Advisor,  Distributor  and
Custodian  are open for  business.  The Funds  reserve  the right to reject  any
purchase order,  including purchases made with foreign and third party drafts or
checks.

A purchase order for Institutional  Shares received and accepted by the Funds by
10:00 a.m. Central Time on a business day is effected at the net asset value per
share  calculated as of 11:00 a.m.  Central Time, and investors will receive the
dividend  declared that day, IF THE CUSTODIAN HAS RECEIVED THE PURCHASE PRICE IN
FEDERAL FUNDS OR OTHER  IMMEDIATELY  AVAILABLE  FUNDS BY 3:00 P.M.  CENTRAL TIME
THAT DAY. A purchase order for  Institutional  Shares  received after 10:00 a.m.
Central  Time and prior to 3:00 p.m.  Central  Time on a business  day for which
such funds have been  received by 3:00 p.m.  Central Time will be effected as of
3:00 p.m.  Central  Time,  and will begin to accrue  dividends on the  following
business day. If federal funds are not available by 3:00 p.m.  Central Time, the
order  will be  canceled.  Payment  for  orders  which are not  accepted  or are
canceled will be returned after prompt inquiry to the transmitting organization.

While the Funds  themselves do not presently  levy sales,  redemption or account
service charges,  Participating  Organizations  may elect to do so and the Funds
may elect to do so in the future.  Investors should inquire regarding the nature
and costs of services  provided by Participating  Organizations and determine if
such  services  are  desired,  because the costs  thereof will reduce the Funds'
yields to the investor below that obtainable by investing in the Funds directly.

Customers  wishing to purchase shares through their  Participating  Organization
should contact such entity directly for appropriate instructions. (For a list of
the Participating Organizations in your area, CALL IMG FINANCIAL SERVICES, INC.,
AT  1-800-798-1819  OR  515-244-5426.)  Direct  investors may purchase shares in
accordance with the procedures described below, "Purchase Procedures".

Certificates representing Fund shares purchased will not be issued. However, all
purchases are confirmed in writing to the investor and credited to their account
in the shareholder records maintained by the Transfer Agent. Investors will have
the same rights to their shares as if certificates had been issued.

PURCHASE PROCEDURES

  METHOD              INITIAL INVESTMENT              ADDITIONAL INVESTMENT


 BY MAIL                $250 (minimum)                    $25 (minimum)
                   Please make your check payable    Please make your check 
                   to the Fund selected and mail     payable to the Fund
                   to the address indicated on       selected, with your 
                   the application.                  account number on the 
                                                     check and mail to the 
                                                     address printed on your
                                                     account statement.

 BY WIRE          Please call IMG Financial          See instructions below.
                  Services, Inc., for an account 
                  number before initial investment 
                  at 1-800-798-1819 or 
                  515-244-5426.

   Federal Funds should be wired to: Federal Reserve Bank of Chicago for
   Mercantile Bank of Polk County, Des Moines, together with the name of
   the Fund,  your account number and names.

   Please note that when  accounts  are opened by wire you must send a completed
   application at your earliest  convenience.  Your application must be received
   by the Fund before any instructions for redemption will be accepted.

 BY ELECTRONIC     Not available for initial         Shareholders who have an 
 FUNDS TRANSFER    purchase.                         account with an institution
 (ACH)                                               which is a member of the 
                                                     Automated Clearing House, 
                                                     may elect to purchase Fund
                                                     shares via electronic funds
                                                     transfer.  Select this 
                                                     service on your application
                                                     or call the Fund.

SHAREHOLDER SERVICES

Some shareholder  services may not be available if shares are purchased  through
Participating   Organizations.   Call   IMG   Financial   Services,   Inc.,   at
1-800-798-1819 for more information.

EXCHANGE  PRIVILEGE.  You may exchange  Institutional  Shares of either Fund for
Institutional Shares in the other Fund described in this Prospectus. An exchange
involves a redemption of the shares of the Fund being  liquidated and a purchase
of the shares of the Fund in which the  redemption  proceeds are to be invested.
The exchange  privilege is offered as a convenience to  shareholders  and is not
intended to be a means of  speculating  on  short-term  movements in  securities
prices by transactions  involving frequent  purchases and sales of shares.  Each
Fund reserves the right at any time and without prior notice, to suspend, limit,
modify or terminate exchange privileges or their use by individual  shareholders
in order to prevent  transactions  considered to be  disadvantageous to existing
shareholders.

TELEPHONE TRANSFERS.  This service allows you to authorize transfers of money to
purchase or sell shares.  Using  Telephone  Transfer you can move money  between
your bank account and your account in the Funds with one phone call.  Moneys may
be transferred  either by wire or electronic  funds transfer with an institution
which is a member of the Automated Clearing House ("ACH").

Wire transfers may be used to transfer federal funds directly to/from the Funds'
custodian  bank. A $15.00 fee may be charged to your account for  redemptions by
wire.

Allow two (2) days after the call for electronic  funds transfer via ACH to move
moneys between your bank account and your account with either Fund.

For moneys  recently  invested,  allow normal  clearing  time before  redemption
proceeds  are sent to your bank.  In order to change the  financial  institution
account designated to receive redemption proceeds,  it will be necessary to send
a written  request to the Fund with a  signature  guarantee  from a national  or
state bank,  a trust  company or a federal  savings and loan  association,  or a
member  firm of the  New  York,  American,  Boston,  Midwest  or  Pacific  Stock
Exchange.

You can also arrange  SYSTEMATIC  PERIODIC  INVESTMENTS  (minimum $50) into your
Fund account.  Simply select the regular investment schedule you would like when
completing your account  application.  Your bank account will  automatically  be
debited to purchase shares of the Fund you select. You will receive confirmation
of each transaction.

Your  bank must be a member of ACH and you must  have a  checking  or  NOW/Money
Market Deposit account to use electronic funds transfer or systematic investing.
Please allow 20 days after receipt of your application to activate the Telephone
Transfer capability.

STATEMENTS  AND REPORTS.  You will  receive a statement of your account  listing
every  transaction  that affects your share balance no less than once per month.
At least twice a year you will receive the  financial  statements of the Fund in
which you have invested with a summary of that Fund's portfolio  composition and
performance.  Each Fund's Annual Report is reported on by the Funds' independent
auditors, KPMG Peat Marwick LLP.

REDEEMING SHARES

Shareholders may request redemption of their shares at any time.. Shares will be
redeemed at their net asset value as next determined after a redemption  request
in good order is received by the Fund's Distributor.  Redemption orders received
and accepted by the Distributor before 10:00 a.m. Central Time on a business day
will be redeemed as of 11:00 a.m.  Central Time and will earn dividends  through
the previous day; proceeds normally will be sent electronically the same day (or
mailed by check the next  business  day) to the  organization  that  placed  the
redemption  order in good form.  Redemption  orders  received  after  10:00 a.m.
Central Time or on a non-Business  Day will be redeemed as of 3:00 p.m.  Central
Time or at the next  determined net asset value and earn  dividends  through the
date the redemption request was received;  proceeds will be sent  electronically
on the  next  business  day (or  mailed  by  check on the  second  business  day
thereafter).  While the Funds use their best efforts to maintain their net asset
value per share at $1.00,  the proceeds paid upon redemption may be more or less
than the amount originally invested.

If you purchase  shares  through a  Participating  Organization,  you may redeem
shares  in  accordance  with  that  Organization's  rules  regarding  redemption
requests.   Direct  shareholders  may  redeem  shares  in  accordance  with  the
procedures described under "How to Redeem Shares".

The Funds intend to pay redemption  proceeds  within two business days and in no
event will  payment be made later than seven days after  receipt of a redemption
request in good order. Payments to investors who request to redeem shares within
a few days after a purchase paid for by check may be delayed until the Funds can
verify the check has been collected.

The Funds  reserve the right to suspend  redemptions  or to postpone the payment
therefor  when:  (a)  trading on the New York Stock  Exchange is  restricted  as
determined by the Securities and Exchange Commission,  or the Exchange is closed
for other than customary  weekend and holiday  closings;  (b) the Securities and
Exchange  Commission  has  permitted  such  suspension;  or (c) an  emergency as
determined by the  Securities  and Exchange  Commission  exists,  making sale of
portfolio  securities  or  valuations  of the Funds'  net assets not  reasonably
practicable.

If an investor's account drops below $250 due to redemptions,  the Funds reserve
the right to redeem any  remaining  shares if after 30 days'  notice  additional
investments to bring the account value to $250 are not made.

HOW TO REDEEM SHARES

   BY MAIL--                     Send a "letter of instruction": a letter 
   TO: 2203 GRAND AVENUE         specifying the name of the Fund, the number of 
     DES MOINES, IA 50312-5338   shares to be sold, your name, your account 
                                 number, and the additional requirements listed
                                 below that apply to your particular account.

   TYPE OF REGISTRATION             REQUIREMENTS
   Individual, Joint Tenants,    Letter of instruction signed by all persons 
   Sole Proprietorship,          required to sign for the account,  exactly as 
   Custodial (Uniform Gifts      it is registered, accompanied by signature 
   or Transfers To Minors Act),  guarantee(s).
   General Partners

   Corporation, Association      Letter of instruction and a corporate
                                 resolution signed by person(s) authorized to
                                 act on the account, accompanied by signature 
                                 guarantee(s).

   Trust                         A letter of instruction signed by the 
                                 Trustee(s) (as Trustee), with a signature
                                 guarantee.  (If the Trustee's  name is not
                                 registered on your account, also provide a copy
                                 of the trust document, certified within the 
                                 last 60 days.)

   If  you  do  not  fall  into  any of  these  registration  categories  (e.g.,
   Executors, Administrators, Conservators or Guardians) please call for further
   instructions.

   A  signature  guarantee  is  designed  to  protect  you and the Fund  against
   fraudulent  transactions by unauthorized  persons.  A signature  guarantee is
   required for all persons registered on an account. A signature  guarantee may
   be  obtained  from an  eligible  guarantor  institution,  as  defined  by the
   Securities and Exchange Commission. These institutions include banks, savings
   and loan associations, credit unions, brokerage firms, and others. The words,
   "SIGNATURE  GUARANTEED" must be stamped or typed near each person's signature
   and appear with the printed name,  title, and signature of an officer and the
   name of the guarantor institution.  PLEASE NOTE THAT A NOTARY PUBLIC STAMP OR
   SEAL IS NOT A SIGNATURE GUARANTEE.

                FOR ALL OPTIONS BELOW, PLEASE CALL 1-800-798-1819

   BY EXCHANGE--                 You must meet the  minimum investment
                                 requirement of the other fund.  You can only
                                 exchange between accounts with identical names,
                                 addresses, and taxpayer identification numbers.

   BY ELECTRONIC FUNDS           You must have applied for the Telephone 
   TRANSFER (ACH) OR WIRE--      Transfer feature on your application.  Allow
                                 two days via ACH.  Call before 10:00 a.m. for
                                 same day wire.  $15.00 fee for bank wires.


<PAGE>


TABLE OF CONTENTS
  Expense Summary for Institutional Shares....................................2
  Highlights..................................................................2
  Financial Highlights........................................................3
  Investment Objectives, Policies and Restrictions............................6
  Liquid Assets...............................................................6
  Municipal Assets............................................................7
  Performance.................................................................9
  Distributions and Taxes.....................................................9
  Organization and Shares of the Fund........................................10
  Management and Fees........................................................10
  Opening an Account.........................................................11
      Share Price............................................................11
      Purchasing Shares......................................................12
  Shareholder Services.......................................................13
  Redeeming Shares...........................................................13

NO SALESMAN OR OTHER PERSON HAS BEEN  AUTHORIZED TO GIVE ANY  INFORMATION  OR TO
MAKE ANY  REPRESENTATIONS,  OTHER THAN THOSE  CONTAINED IN THIS  PROSPECTUS,  IN
CONNECTION  WITH THE OFFER  CONTAINED IN THIS  PROSPECTUS AND, IF GIVEN OR MADE,
SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE FUNDS OR BY IMG FINANCIAL SERVICES,  INC. THIS PROSPECTUS DOES
NOT  CONSTITUTE  AN OFFERING BY IMG  FINANCIAL  SERVICES,  INC., IN ANY STATE IN
WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
<PAGE>
LIQUID ASSETS FUND                                            2203 GRAND AVENUE
                                                     DES MOINES, IA  50312-5338


STATEMENT OF ADDITIONAL INFORMATION                            OCTOBER 15, 1996


         This  statement is not a Prospectus  but should be read in  conjunction
with the Fund's current  Prospectuses  (dated  October 15, 1996).  Please retain
this  Statement  for future  reference.  The  Annual  Report of the Fund for the
fiscal period ended June 30, 1996,  is  incorporated  herewith by reference.  To
obtain the Annual Report or any Prospectus  please call IMG Financial  Services,
Inc.

IMG Financial Services, Inc......................................1-800-798-1819
                            .....................................1-515-244-5426

Table of Contents:

   General Information and History............................................2
   Investment Objectives, Policies and Restrictions...........................2
   Purchases of Fund Shares...................................................4
   Valuing the Fund's Shares..................................................6
   Calculation of Yield.......................................................7
   Dividends..................................................................8
   Taxation...................................................................8
   Management.................................................................9
   Compensation Table........................................................10
   The Investment Management Agreement.......................................10
   Student Loan Trusts.......................................................12
   Guaranteed Loan Trusts....................................................13
   Other Information.........................................................14
       Federal Holidays......................................................14
       Portfolio Transactions................................................14
       Organization and Shares of the Fund...................................14
       Reports to Shareholders...............................................15
       Principal Shareholders................................................15
       Custodian, Transfer Agent and Dividend Paying Agent...................15
       Legal Opinion.........................................................15
       Independent Auditors..................................................15

<PAGE>

GENERAL INFORMATION AND HISTORY

The Fund is an open-end diversified  management  investment company organized as
an Iowa corporation  under the name Iowa Liquid Assets Fund, Inc., in June 1982.
On October 13, 1987,  the Fund changed its name to IMG Liquid Assets Fund,  Inc.
On September  25,  1996,  the Fund  increased  its  authorized  capital from one
billion  to five  billion  shares of Common  Stock,  par value  $.001 per share,
changed  its  name  to  Liquid   Assets  Fund,   and  amended  the  articles  of
incorporation  to  authorize  the  Board  of  Directors  to  issue  one or  more
additional   classes  of  shares.   Simultaneously,   the  Board   approved  the
redesignation  of the  existing  shares as "Sweep  Shares"  and the  issuance of
"Trust Shares" and "Institutional Shares".

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

Liquid Assets Fund ("Liquid  Assets")  seeks to provide  maximum  current income
consistent  with safety of principal and  maintenance of liquidity.  In order to
accomplish this goal, assets of the Fund will be invested in the following money
market instruments  maturing in 397 days or less from time of investment,  (with
certain exceptions):

     (1) Securities issued or guaranteed by the United States Government.  These
         include, for example,  Treasury Bills, Bonds and Notes which are direct
         obligations of the United States Government.

     (2) Obligations  issued or guaranteed by agencies or  instrumentalities  of
         the United  States  Government.  Such  agencies  and  instrumentalities
         include for example,  Federal  Intermediate Credit Banks,  Federal Home
         Loan Banks,  Federal  National  Mortgage  Association  and Farmers Home
         Administration.  Such  securities  will  include,  for  example,  those
         supported by the full faith and credit of the United States Treasury or
         the right of the agency or  instrumentality to borrow from the Treasury
         as well as those  supported only by the credit of the issuing agency or
         instrumentality.

     (3) Repurchase agreements involving securities in the immediately foregoing
         categories. A repurchase agreement involves the sale of such securities
         to the Fund with the  concurrent  agreement of the seller to repurchase
         them at a  specified  time and price,  to yield an agreed  upon rate of
         interest.  The Fund will enter into repurchase  agreements with brokers
         and  banks.  Thus,  the Fund must  initially  rely upon the credit of a
         particular  broker or bank for completion of the repurchase  agreement.
         Such repurchase agreements are intended to be fully collateralized,  in
         an amount  equal to at least the  principal  amount of the  transaction
         plus accrued interest earned thereon,  by the underlying  Government or
         agency  securities valued at their fair market value each day. Although
         the Fund will normally have legal title to and constructive  possession
         of the  collateral,  it cannot  eliminate  the risk of a  default  by a
         broker or bank which could  result in a loss to the Fund on the sale of
         the underlying securities or delays in obtaining the collateral because
         of bankruptcy or insolvency proceedings.

     (4) Redeemable   interest-bearing   Trust   Certificates   ("Student   Loan
         Certificates")  issued by the Iowa  Student  Loan  Trust  and/or  other
         Student Loan Trusts  established by the Fund,  ("Student Loan Trusts"),
         created for the sole purpose of purchasing from banks (which qualify as
         "eligible  lenders")  federally  insured  student  loans  originated by
         banks. The Student Loan Certificates  will have original  maturities of
         not more than 397 days but will be redeemable by the Fund at their face
         amount  upon not more than five  days'  written  notice to the  issuing
         Student Loan Trust. Funds will be made available to the issuing Student
         Loan Trust to meet early redemptions of Student Loan Certificates under
         an  agreement  between  the Student  Loan Trusts and various  financial
         institutions  ("Participating Banks") requiring the Participating Banks
         to repurchase, on not less than five business days' written notice, all
         federally  insured  student loans sold to the Student Loan Trust or, if
         permissible under applicable  securities laws, to purchase an agreed to
         amount of Student Loan Certificates. There will be no public market for
         the Student Loan Certificates. See "Student Loan Trusts".

     (5) Redeemable  interest-bearing  ownership  certificates  ("Certificates")
         issued by one or more  guaranteed  loan trusts  ("FmHA  Trusts"),  each
         created for the purpose of  acquiring  participation  interests  in the
         guaranteed portion of Farmer's Home Administration  ("FmHA") guaranteed
         loans. The FmHA Certificates will have original  maturities of not more
         than 397 days but will be  redeemable  by the Fund at their face amount
         upon not more than five days' written notice to the issuing FmHA Trust.
         Funds will be made  available  to the issuing  FmHA Trust to meet early
         redemption  of  FmHA  Certificates  under  an  unconditional   purchase
         commitment  between the FmHA Trusts and various financial  institutions
         ("Participating   Banks")   requiring   the   Participating   Banks  to
         repurchase,  on not less than five  business  days'  written  notice an
         agreed to amount of the  guaranteed  portion of FmHA  guaranteed  loans
         held by the FmHA Trust. See "Guaranteed Loan Trusts".

Assets of the Fund will consist of  securities  with  maturities  of 397 days or
less at date of purchase or, if maturing beyond 397 days,  securities  which are
backed by Liquidity and Servicing  Agreements or Guaranteed  Funding  Agreements
and which have variable  interest  rates  adjustable at least  semiannually.  In
determining whether particular variable rate investments backed by Liquidity and
Servicing  Agreements or Guaranteed  Funding  Agreements may be made, the period
remaining  until  maturity  will be deemed to be the longer of the demand notice
period  required before the Fund is entitled to receive payment of the principal
amount or the period remaining until the next interest adjustment.  For purposes
of Rule 2a-7 and the diversification  requirements thereunder, the unconditional
commitments  are  limited  in  amounts  necessary  to  keep  any  one  financial
institution from being obligated to purchase more than five percent of the total
assets  held by the Fund  (determined  as of the date of purchase of the Student
Loan and/or FmHA  Certificates).  The  dollar-weighted  average maturity of Fund
investments  will be 90 days or less,  determined in the same manner.  While the
underlying  security in a repurchase  agreement may have a maturity of more than
one year, the repurchase  agreement itself will terminate in less than 397 days,
and typically  within a few days.  The underlying  securities  will be issued or
guaranteed by the United States Government,  its agencies or  instrumentalities.
In attempting to provide its  shareholders  with the highest  income  consistent
with safety of principal,  the Fund will not  necessarily  purchase  investments
bearing  the highest  interest  rates  available  as such  investments  may also
involve a higher degree of risk.

As a fundamental  policy the Fund does not intend to concentrate its investments
in any one industry and will not issue senior securities.

As a general policy,  it is the Fund's intention to hold investments  until they
mature.  However,  in an  effort  to  increase  portfolio  yields  the  Fund may
periodically trade securities to take advantage of perceived disparities between
markets for various  short-term  money market  instruments.  It is also possible
that  redemptions  of Fund  shares  could  necessitate  the  sale  of  portfolio
investments prior to maturity and at times when such sale would be undesirable.

While  investments  by the  Fund  will be  confined  to  high-quality  financial
instruments,  the complete  elimination  of risk is not possible.  Under certain
circumstances  (see "Valuing the Fund's Shares" and "Dividends"),  the net asset
value of Fund shares could decrease. It is also possible  Participating Banks or
issuers will default on the provisions of their agreements with the Fund or that
banks originating student loans will default on their repurchase agreements with
the  Student  Loan  Trusts or the FmHA  Trusts,  which could cause the net asset
value per share to decrease. In light of these various contingencies,  there can
be no assurances the Fund will achieve its investment objectives.

The Fund has adopted a number of investment  policies and restrictions,  some of
which can be changed by the board of  directors.  Others may be changed  only by
holders of a majority  of the  outstanding  shares and  include  the  following:
Without shareholder approval the Fund may not: (1) purchase any securities other
than those described under "Investment  Objectives,  Policies and Restrictions";
(2)  invest  more than 80  percent  of its total  assets  in loans  and/or  loan
participations  purchased from  Participating  Banks,  Student Loan Certificates
and/or FmHA Certificates;  (3) invest more than five percent of its total assets
in loan  participations  purchased  from,  or loans  backed by letters of credit
issued by, any one  Participating  Bank (determined as of the date of purchase);
(4) invest with a view to  exercising  control or  influencing  management;  (5)
invest more than ten percent of the value of its total assets in  securities  of
other  investment  companies,  except in connection with a merger,  acquisition,
consolidation or  reorganization,  subject to Section 12(d)(1) of the Investment
Company Act of 1940; (6) purchase or sell real estate,  commodities or commodity
contracts,  interests in oil, gas or other mineral  exploration  or  development
programs;  (7) purchase  any  securities  on margin,  except for the clearing of
occasional purchases or sales of portfolio  securities;  (8) make short sales of
securities  or  maintain  a short  position  or  write  purchase  or  sell  puts
(excluding repayment and guarantee arrangements on loan participations purchased
from Participating  Banks), calls,  straddles,  spreads or combinations thereof;
(9) make loans to other  persons,  provided the Fund may invest up to 80 percent
of  its  total  assets  in  loans  and/or  loan  participations  purchased  from
Participating  Banks,  Student Loan Certificates  and/or FmHA  Certificates,  as
described in (2) above, and may make the investments,  and enter into repurchase
agreements,   as   described   under   "Investment   Objectives,   Policies  and
Restrictions";  (10) borrow  money,  except to meet  extraordinary  or emergency
needs for funds,  and then only from banks in amounts not  exceeding ten percent
of its total assets, nor purchase  securities at any time borrowings exceed five
percent of the Fund's total assets; (11) mortgage,  pledge,  hypothecate,  or in
any manner transfer,  as security for indebtedness,  any securities owned by the
Fund except as may be necessary in connection with  borrowings  outlined in (10)
above and then securities mortgaged,  hypothecated or pledge may not exceed five
percent  of the  Funds'  total  assets  taken at market  value;  (12)  invest in
securities  with  legal  or  contractual  restrictions  on  resale  (except  for
repurchase agreements,  loans, loan participations  purchased from Participating
Banks and  Student  Loan and FmHA  Certificates)  or for  which no ready  market
exists;  (13)  purchase  loan  participations  other than from banks  which have
entered  into a  Liquidity  and  Servicing  Agreement  and which  have a record,
together with predecessors, of at least five years of continuous operation; (14)
act as an underwriter of securities;  (15) enter into repurchase  agreements if,
as a result thereof, more than five percent of the Fund's total assets (taken at
market  value at the time of such  investment)  would be subject  to  repurchase
agreements  maturing in more than seven  calendar  days;  and (16) purchase loan
participations  from  any  Participating  Bank  if five  percent  or more of the
securities of such Bank are owned by the Advisor or by directors and officers of
the  Fund or the  Advisor,  or if any  director  or  officer  of the Fund or the
Advisor  owns  more  than  1/2  percent  of  the  voting   securities   of  such
Participating Bank.

The foregoing investment  restrictions are considered fundamental policies which
cannot be changed without the approval of a "majority" of the Fund's outstanding
voting  securities,  that is, by (a) 67 percent or more of the securities voting
at a special or annual meeting if more than 50 percent of the outstanding shares
of Common Stock are  represented  at such meeting in person or by proxy;  or (b)
more than 50 percent of the outstanding Common Stock, whichever is less.

The Fund  intends to invest at least 25  percent of its total  assets in Student
Loan  Certificates  and/or FmHA  Certificates,  except when such investments are
either not available in sufficient  quantity or do not carry yields  competitive
with alternative investments.

PURCHASES OF FUND SHARES

See  "Opening  An  Account -  Purchasing  Shares"  in the  Prospectus  for basic
information on how to purchase shares of the Fund.

An order to purchase  shares of the Fund is accepted  when the Fund's  Custodian
Bank  receives   payment  in  Federal  funds  (funds   available  for  immediate
investment). This will occur upon receipt of the purchase price by Federal funds
wire or electronic funds transfer via the ACH system from the purchaser's  bank,
or when a check or other  negotiable  bank draft  received  by the Fund has been
converted  into  Federal  funds  (normally  one to two  business  days after its
receipt by the Fund).

An investor will become a shareholder when the net asset value applicable to his
order is  determined.  Net asset value of the Fund's shares is determined  twice
each day at 11:00  a.m.  Central  Time  and at the  close of the New York  Stock
Exchange  (normally 3:00 p.m. Central Time). If a purchase order is received and
accepted by the Fund by 10:00 a.m.  Central Time and Federal funds are available
to the Fund before 3:00 p.m.  Central  Time, an order will be effective the same
day, the investor will become a shareholder  of record that day, and shares will
commence earning  dividends the day the order becomes  effective.  If a purchase
order is received  and  accepted by the Fund after 10:00 a.m.  Central  Time but
before 3:00 p.m.  Central Time and Federal funds are available  before 3:00 p.m.
Central Time, the shares will not commence earning dividends until the day after
the order is received..

Investments  in  Sweep  Shares  in the  Fund  may be made  through  transactions
directly with the Fund's Distributor (IMG Financial Services,  Inc.) and through
qualified  banks,  savings  and loan  associations,  broker/dealers,  investment
advisory firms, and other organizations ("Participating Organizations") selected
by the Advisor and approved by the Board of  Directors  of the Fund,  based upon
the  Participating   Organization's  capacity  to  provide  processing  of  Fund
transactions  for its  customers  in  conjunction  with other  customer  account
relationships.  Participating  Organizations  will be  required  to  enter  into
agreements with the Fund's  Distributor to provide  certain  services to persons
("Participating  Investors")  who  invest  in  the  Fund  through  Participating
Organizations.  These will include:  distributing  copies of the  Prospectus and
sales   literature  to   prospective   investors  who  request  it;   furnishing
Participating  Investors with periodic account statements containing information
regarding  Fund  share  purchases  and  redemptions,   income  earned  and  Fund
investment balances; and forwarding to Participating  Investors periodic reports
and  proxy  material  mailed  by the  Fund  to its  shareholders.  Participating
Organizations  may satisfy the Fund's required  minimum,  initial and subsequent
purchase  amounts  by  aggregating  investments  on  behalf of  customers  whose
individual investments are less than the Fund's required minimums. Participating
Investors may, if they so elect, authorize their Participating  Organizations to
purchase  and redeem  Fund  shares by means of special  investment  arrangements
(including  automatic "Sweep" investment  programs) offered by the Participating
Organization.

"Trust Shares" may be purchased only by financial  institutions  acting on their
own behalf or on behalf of certain customers' accounts.  "Institutional  Shares"
may be purchased by individual  and  institutional  investors  directly from the
Fund's Distributor.

The Fund adopted a distribution  plan (the "Plan")  pursuant to Rule 12b-1 under
the Investment  Company Act of 1940 on December 20, 1986,  effective  January 1,
1987.  The Plan  continues  in force only if  approved  annually by the Board of
Directors  and by a majority  of  directors  who are not  parties to the Plan or
interested  persons of any party to the Plan, cast in person at a meeting called
for the purpose of voting on such approval,  or by a majority of the outstanding
securities of the Fund. In adopting the Plan, the directors  considered  various
factors  and   determined   that  the  Plan  would  benefit  the  Fund  and  its
shareholders.  On  November  21,  1990,  the  Fund's  shareholders  approved  an
Amendment  to the Plan,  effective  January  1,  1991,  to allow for  payment to
reimburse the Fund's Distributor for direct and indirect expenses related to the
marketing,  selling, and distribution of Fund shares,  including but not limited
to,  preparation  and  distribution  of  brochures,   advertisements  and  other
promotional materials for the Fund,  compensation to sales personnel employed by
the Distributor,  and payment to any securities dealer, financial institution or
any other Person (a  "Participating  Organization")  who renders  assistance  in
distributing  or promoting the sale of the Fund's  shares  pursuant to a written
agreement  with the  Distributor;  and to increase the maximum fee payable under
the Plan from 0.50 percent to 0.75 percent of the average net asset value of the
Fund. In conjunction  with a plan to allow the Fund to issue multiple classes of
shares,  the Board of Directors  redesignated  the  existing  shares of the Fund
"Sweep Shares" and made the Plan  applicable  solely to Sweep Shares.  The Board
also approved an amendment to the Plan  eliminating a restriction on payments by
the Plan to the amount of distribution-related expenses actually incurred by the
Distributor each quarter.  Participating  Organizations  make available to their
customers transaction services (including automatic "sweep" investment programs)
and may provide monthly  shareholder  account reporting and related  ministerial
duties with respect to customer accounts.  Except as to securities dealers, none
of the compensation paid to such Participating Organizations constitute expenses
relating to  advertising,  distribution  of  prospectuses  to other than current
shareholders,   underwriter's   compensation  or  compensation  to  dealers,  or
compensation  of sales  personnel,  and payments made are related  solely to the
Participating  Organization's  services in providing  the  customer  transaction
services.  Participating Organizations are not authorized to actually make sales
of shares of the Fund.  All orders to purchase  shares are subject to acceptance
by the Fund's  Distributor on behalf of the Fund. While the Fund itself does not
presently  levy sales,  redemption  or account  service  charges,  Participating
Organizations  may elect to do so and the Fund may elect to do so in the future.
Investors should inquire  regarding the nature and costs of services provided by
Participating  Organizations  and determine if such services are desired because
the costs  thereof  will  reduce the  Fund's  yield to the  investor  below that
obtainable  by  investing  in the Fund  directly.  While  the Fund may  purchase
portfolio  securities  from  Participating  Organizations,  it will not give any
preference to them in selecting their investments.

No  director  or officer of the Fund or the  Advisor  has any direct or indirect
financial  interest in the Plan. The Fund's Plan results in an efficient  system
of customer  investment in the Fund thereby  potentially  increasing  the Fund's
ability to attract  shareholders.  The  services  rendered by the  Participating
Organizations with respect to customer  transactions  (including automatic sweep
investment  programs)  are more  efficient  and direct  than that which the Fund
might otherwise provide. The Fund believes that the Plan and agreements with the
Participating Organizations reduce expenses for shareholder transactions thereby
reducing  costs of the Fund and increasing  yields.  For the year ended June 30,
1996,  the Fund paid out a total of  $1,334,402  under the Plan and all payments
were made to  Participating  Organizations.  As of July 31, 1996,  there were 40
Participating Organizations under the Plan.

The Plan and any  agreements  related  thereto will  automatically  terminate if
assigned and may be terminated by either party on 60 days' notice.  The Plan may
be  terminated  by a majority of  noninterested  directors who have no direct or
indirect financial interest in the Plan or it may be terminated by a majority of
the  outstanding  voting shares of the Fund.  Any changes in the Plan that would
materially  increase  the  distribution  costs  require  shareholder   approval;
otherwise,  the directors,  including a majority of the noninterested directors,
may  amend  the  Plan.  The  directors  review  quarterly  a  written  report of
distribution costs incurred pursuant to the Plan.

On August 13, 1996,  the Fund adopted a  Shareholder  Services  Plan  ("Services
Plan") with respect to Trust  Shares.  Pursuant to the Plan,  the Fund may enter
into Servicing Agreements with Participating  Organizations providing that those
Participating  Organizations  will  render  certain  shareholder  administrative
support services to their customers who are record or beneficial owners of Trust
Shares.  Services provided pursuant to the Services Plan may include some or all
of the following:  (i) processing  dividend and  distribution  payments from the
Fund  on  behalf  of  customers;  (ii)  providing  information  periodically  to
customers  showing  their  position in Trust  Shares;  (iii)  arranging for bank
wires;  (iv)  responding  to routine  customer  inquiries  relating  to services
performed by the Participating Organizations;  (v) providing sub-accounting with
respect  to  shares  owned  of  record  or  beneficially  by  customers  or  the
information   needed   for   sub-accounting;    (vi)   forwarding    shareholder
communications  (such as proxies,  shareholder  reports,  annual and semi-annual
financial  reports,  and dividend,  distribution  and tax notices) to customers;
(vii)  forwarding  to customers  proxy  statements  and proxies  containing  any
proposals  regarding  the  Services  Plan;  (viii)  aggregating  and  processing
purchase,  redemption,  and exchange  requests  from  customers  and placing net
purchase  and  redemption  orders with the Fund's  Distributor;  (ix)  providing
customers  with a service  that  invests  the assets of their  accounts in Trust
Shares  pursuant to specific or  pre-authorized  instructions;  (x)  maintaining
records  relating to each customer's share  transactions;  or (xi) other similar
services  if  requested  by  the  Fund  and   permitted  by  law.  In  addition,
Participating  Organizations may also provide dedicated facilities and equipment
in various local  locations to serve the needs of investors,  including  walk-in
facilities,  800  numbers,  and  communication  systems  to  handle  shareholder
inquiries,  and in connection with such facilities,  provide on-site  management
personnel and monitoring services for their customers who have invested in Trust
Shares,  including  the  operation of telephone  lines for daily  quotations  of
return information.

The Services Plan is an  administrative  support services plan.  Pursuant to the
Plan, the Fund's arrangement with  Participating  Organizations must be approved
annually  by a majority  of the Fund's  Directors,  including  a majority of the
Directors  who are not  "interested  persons" of the Fund as defined in the 1940
Act and have no direct or indirect financial interest in such arrangements.

Under the terms of the Services  Plan,  the Fund may pay a fee to  Participating
Organizations  equal to annual rate of 0.25 percent of the average net assets of
Trust Shares.

The Glass-Steagall Act and other applicable laws prohibit banks from engaging in
the business of underwriting,  selling,  or distributing  securities.  Since the
only function of banks who may be engaged as  Participating  Organizations is to
perform  administrative and shareholder  servicing functions,  the Fund believes
that  such  laws  should  not  preclude  banks  from  acting  as   Participating
Organizations;  however,  future  changes in either Federal or State statutes or
regulations   relating  to  the  permissible   activities  of  banks  and  their
subsidiaries or affiliates,  as well as judicial or administrative  decisions or
interpretations of statutes or regulations, could prevent a bank from continuing
to perform all or part of its shareholder servicing  activities.  If a bank were
prohibited  from so acting,  its  shareholder  customers  would be  permitted to
remain  shareholders  in the Fund,  and  alternative  means for  continuing  the
servicing of such shareholders  would be sought.  In such event,  changes in the
operation of the Fund might occur, and shareholders  serviced by such bank might
no longer be able to avail  themselves of any  investment or other services then
being provided by the bank. It is not expected that shareholders would incur any
adverse financial  consequences as a result of any of these  occurrences.  It is
intended that none of the services provided by Participating Organizations other
than registered  broker/dealers  will involve the solicitation or sale of shares
of the Fund.

The Fund has  received  an  opinion  from  Cline,  Williams,  Wright,  Johnson &
Oldfather  to the effect  that,  while the matter may not be entirely  free from
doubt,   the  services  to  be  performed  by  banks  acting  as   Participating
Organizations are essentially  ministerial in nature and not in violation of the
Glass-Steagall Act.

The  Fund  reserves  the  right to  reject  any  purchase  order  and to  modify
investment  minimums  from time to time.  All  purchase  orders  are  subject to
acceptance by authorized  officers of the Fund in Des Moines,  Iowa, and are not
binding until so accepted.  Once a purchase order has been accepted by the Fund,
it may not be canceled or revoked by the investor  although the purchased shares
may be redeemed.

VALUING THE FUND'S SHARES

The net asset value of the Fund's shares is determined  twice each day, at 11:00
a.m. Central time and at the close of the New York Stock Exchange (normally 3:00
p.m.  Central time). The Fund is required to compute its net asset value on each
day (except  days on which no purchase or  redemption  orders are  received)  on
which the New York Stock Exchange is open for trading or during which there is a
sufficient  degree of trading  in its  portfolio  securities  that its net asset
value might be  materially  affected.  Net asset value is computed by adding the
value  of  all  securities  and  other  assets  (including   accrued  interest),
subtracting  liabilities  (including  dividends  payable),  and  dividing by the
number of shares outstanding.

Rule 2a-7 under the  Investment  Company Act of 1940 permits the Fund to compute
its net asset  value  per  share  using the  amortized  cost  method of  valuing
portfolio  securities.  As a condition  for using the  amortized  cost method of
valuation,  the  Board  of  Directors  of the  Fund  established  procedures  to
stabilize  the  Fund's  net asset  value at $1.00 per  share.  These  procedures
include a review by the Board of Directors as to the extent of any  deviation of
net asset value  based on  available  market  quotations  from the Fund's  $1.00
amortized cost value per share.  If such deviation  exceeds $.005,  the Board of
Directors will consider what action,  if any,  should be initiated to reasonably
eliminate or reduce material  dilution or other unfair results to  shareholders.
Such  action  may  include  redemption  of  shares  in kind;  selling  portfolio
securities  prior to  maturity;  withholding  dividends or utilizing a net asset
value per share as determined by using available market quotations. In addition,
the Fund must maintain a dollar-weighted  average portfolio maturity appropriate
to its  investment  objective,  but in any event not longer  than 90 days,  must
limit portfolio  investments to those  instruments  which the Board of Directors
determines  present  minimal  credit  risks,  and  must  observe  certain  other
reporting and recordkeeping procedures.

Under the amortized cost method of valuation,  a security is initially valued at
cost on the date of  purchase  and,  thereafter,  any  discount  or  premium  is
amortized  on a  straight-line  basis to maturity,  regardless  of the effect of
fluctuating interest rates on the market value of the security.

Accordingly, U.S. government obligations, and Student Loan Certificates and FmHA
Certificates  which  are  subject  to  mandatory  repurchase  at their  original
purchase price,  will be valued at amortized cost.  Other assets are valued at a
fair value determined in good faith by the Board of Directors of the Fund.

CALCULATION OF YIELD

"Current yield" (a  seven-calendar-day  historical yield) is calculated by first
dividing the average daily net  investment  income per share for that  seven-day
period by the average daily net asset value per share for the same period.  This
return is then annualized by multiplying the result times 365/7.  Net investment
income  does not  include  realized or  unrealized  gains or losses.  "Effective
yield" is based on current yield and the distribution of dividends monthly.

Yield on shares of the Fund may fluctuate daily and does not provide a basis for
determining  future yields.  Yield is not guaranteed nor is the principal of the
Fund  insured.   In  comparing  the  Fund's  yield  with  those  of  alternative
investments (such as savings accounts,  various types of bank deposits and other
money market funds),  investors should consider differences between the Fund and
the alternative  investments,  including  differences in the periods and methods
used in calculating the yields being compared.

The following are examples,  for purposes of  illustration  only, of the current
yield calculations and the effective yield calculations for the seven-day period
ended June 30, 1996:

   Assumptions:
      Value of a hypothetical pre-existing account
      with exactly one share at the beginning of the period:      $ 1.000000000

      Value of the same amount (excluding capital changes)
      at the end of the seven-day period:                         $ 1.000863830

   Calculation:
      Ending account value                                        $ 1.000863830
      Less beginning account value                                $ 1.000000000
      Net change in account value                                 $  .000863830*

      Base period return:
         (change/beginning account value)
          .000863830/1.000000000 =                                   .000863830

      Current  yield =  .000863830  x (365/7) = 4.50  percent  
      Effective yield = (1 + .045042569/12) 12-1 = 4.60 percent

Weighted  average  life to maturity of the  portfolio on June 30, 1996 was 63.06
days.

*There are no monthly account charges.

The Prospectus may be in use for up to sixteen months;  and accordingly,  it can
be expected  that yields will  fluctuate  substantially  from the example  shown
above.

From time to time, the Fund may quote its yield in  advertisements or in reports
and other  communications to shareholders.  The Fund's yield changes in response
to fluctuations in interest rates and in the Fund's expenses.  Consequently, any
given yield quotations  should not be considered as  representative  of what the
Fund's yields may be for any specified period in the future.

Yield  information  may be useful in reviewing  performance  of the Fund and for
providing a basis for comparison with other  investment  alternatives.  However,
the Fund's yields will fluctuate, unlike other investments which may pay a fixed
yield for a stated period of time.

Investors  should  recognize  that in periods of  declining  interest  rates the
Fund's yield will tend to be somewhat higher than prevailing  market rates,  and
in periods of rising interest  rates,  the Fund's yield will tend to be somewhat
lower. Also, when interest rates are falling, the inflow of net new money to the
Fund  from  the  continuous  sale of its  shares  will  likely  be  invested  in
instruments  producing  lower  yields in the  balance  of the  Fund's  holdings,
thereby  reducing the current yields of the Fund. In periods of rising  interest
rates, the opposite can be expected to occur.

Advertisements  and other  sales  literature  may,  from  time to time,  include
comparative  performance  information  including  data  relating to the yield on
deposits  at  banking  and  savings  and loan  institutions  (including  savings
accounts,  interest-bearing  checking  accounts,  NOW  accounts and money market
deposit accounts). Yields are compiled periodically by the Advisor from a survey
of banking and savings and loan institutions and from reports published by major
newspapers.  Additionally,  such  advertisements  and other sales literature may
include  references to yield information  compiled by IBC/DONOGHUE'S  MONEY FUND
REPORT, THE BANK RATE MONITOR,  BANXQUOTE and other recognized industry sources.
Demand and savings deposit accounts at banking and savings and loan institutions
are  generally  FDIC-insured  and such yields  generally do not fluctuate to the
extent of the Fund.

DIVIDENDS

The daily net income of the Fund is declared as a dividend  each business day to
holders of record  immediately  before 3:00 p.m.  Central  Time.  Dividends  are
credited to shareholders' accounts each business day and distributed monthly. If
a  shareholder  redeems  the  entire  amount in his  account  during  the month,
dividends  credited to the account from the  beginning of the month  through the
date of redemption are paid with the redemption proceeds.

For purposes of  calculating  dividends,  daily net income  consists of interest
earned,  including  the  amortization  of any discount or premium to the date of
maturity,  less accrued  expenses of the Fund since the previous  business  day.
Monthly dividend  distributions  are reinvested in additional  shares unless the
shareholder  has  requested  payment in cash.  A statement  summarizing  account
activity and a check for the amount of any  dividends the  shareholder  may have
requested to be paid in cash are normally mailed monthly.

The Fund  attempts  to  maintain  its net asset  value at $1.00 per  share.  See
"Valuing the Fund's  Shares".  While this is expected to be possible  under most
conditions,  should the Fund incur or  anticipate  any unusual  expenses,  loss,
depreciation, gain or appreciation which would affect either net asset value per
share or income,  the Board of  Directors of the Fund will  consider  whether to
adhere to the dividend policy previously  described or revise it in light of the
existing circumstances.

If the Fund's net asset  value per share were  reduced,  or was  expected  to be
reduced, below $.995, the Board of Directors might temporarily suspend or reduce
dividend  payments in order to maintain a net asset value of $1.00 per share. As
a result of such suspension or reduction of dividends, an investor might receive
less income during a given period than he might otherwise. Such expenses, losses
or depreciation might therefore result in an investor receiving no dividends for
the period he held his shares and  receiving  upon  redemption a price per share
lower than the price he paid.

In its  endeavor  to maintain  net asset  value at $1.00 per share,  the Fund is
required  to adhere  to  certain  conditions  of Rule  2a-7  promulgated  by the
Securities and Exchange Commission which permits the Fund to value its assets at
their  amortized  cost.  These  conditions  require  that:  (1) the Fund seek to
maintain  a  dollar-weighted  average  portfolio  maturity  appropriate  to  its
objective of maintaining a stable net asset value and, in no event,  longer than
90 days;  (2) the Board of  Directors of the Fund  undertake  to assure,  to the
extent  reasonably   practicable,   when  taking  into  account  current  market
conditions affecting its investment objective,  that the Fund's market-based net
asset  value per share  (that is, its net asset  value  computed on the basis of
available market  quotations and estimates) will not deviate from $1.00; and (3)
the Board of Directors consider reducing or suspending  dividend payments if the
market-based net asset value per share declines below $.995.

TAXATION

The Fund has qualified as a regulated  investment  company under Subchapter M of
the  Internal  Revenue  Code since its  inception,  and  intends to qualify as a
regulated  investment  company  in  the  current  fiscal  year  by  distributing
substantially  all of its taxable net income,  including  any  realized  capital
gains,  and thus will not incur any  Federal  income  taxes.  Shareholders  will
receive  taxable  dividend  income or capital  gains,  as the case may be,  from
distributions whether paid in cash or received in the form of additional shares.
Promptly after the end of each calendar year,  each  shareholder  will receive a
statement of the Federal  income tax status of all dividends  and  distributions
paid during the year.

The Fund is subject to the backup  withholding  provisions of the Tax Equity and
Fiscal Responsibility Act of 1982. Under these provisions,  the Fund is required
to deduct and withhold income tax from dividends paid to Fund  shareholders at a
31 percent  rate if a  shareholder  fails to furnish the Fund with his  taxpayer
identification  number in the manner  required,  if the Internal Revenue Service
notifies  the Fund that the  taxpayer  identification  number  furnished  by the
shareholder  is  incorrect,   or  in  certain  other  instances   involving  the
shareholder's  under-reporting  of  dividend  income or failure  to make  proper
certification with respect thereto.  Accordingly, Fund shareholders are urged to
complete and return Internal Revenue Service Form W-9 when requested to do so by
the Fund.

This  discussion  of the  Fund's  tax  matters  is only a  summary  and  relates
principally to Federal tax matters. Thus, shareholders are encouraged to consult
with their personal tax advisors.

MANAGEMENT

OFFICERS  AND  DIRECTORS OF THE FUND.  The  following  table sets forth  certain
information with respect to the officers and directors of the Fund:

Robert F. Galligan, age 61     Business Administration Department Chairman, 
Director                       Associate Professor, Grand View College; 
                               Director, IMG Tax Exempt Liquid Assets Fund, Inc.

Chad L. Hensley, age 72        Retired President and CEO, Preferred Risk Mutual 
Director                       Insurance Company; Director, IMG Tax Exempt 
                               Liquid Assets Fund, Inc.

Fred Lorber, age 72            Chairman of Board,  Lortex Inc., a manufacturer 
Chairman and Director          of textiles; Chairman and Director IMG Tax 
                               Exempt Liquid Assets Fund, Inc.

Darwin T. Lynner, Jr., age 52  President, Darwin T. Lynner Co., Inc., a property
Director                       management company; Director, IMG Tax Exempt 
                               Liquid Assets Fund, Inc.

Mark A. McClurg*, age 43       Vice President, Secretary and Senior Managing 
Treasurer and Director         Director of Investors Management Group and IMG 
                               Financial Services, Inc.; Treasurer and Director,
                               IMG Tax Exempt Liquid Assets Fund, Inc.

David W. Miles*, age 39        President, Treasurer and Senior Managing Director
President and Director         of Investors Management Group, and IMG Financial
                               Services, Inc.; President and Director, IMG Tax
                               Exempt Liquid Assets Fund, Inc.

Richard A. Miller,  age 56     Vice President & General Counsel, Farmers 
Director                       Casualty Company Mutual; IMG Director Tax Exempt 
                               Liquid Assets Fund, Inc.

James W. Paulsen*, age 38      Senior Managing Director of Investors Management
Vice President and             Group and IMG Financial Services, Inc.; Vice
Director                       President and Director, IMG Tax Exempt Liquid 
                               Assets Fund, Inc.

Ruth L. Prochaska*, age 43     Controller/Compliance Officer of Investors 
Secretary                      Management Group, and IMG Financial Services, 
                               Inc., Secretary, IMG Tax Exempt Liquid 
                               Assets Fund, Inc.

William E. Timmons, age 72     Partner in Patterson, Lorentzen, Duffield, 
Director                       Timmons, Irish & Becker; Director, IMG Tax 
                               Exempt Liquid Assets Fund, Inc.

Steven E. Zumbach, age 46      Attorney at Belin, Harris, Lamson, McCormick; 
Director                       Director, IMG Tax Exempt Liquid Assets Fund, Inc.

*Messrs.  McClurg,  Miles,  and  Paulsen  and Ms.  Prochaska  are  deemed  to be
"interested  persons" (as that term is defined in the Investment  Company Act of
1940) of the Fund and the Advisor.

The mailing  address of all  officers  and  directors  of the Fund is 2203 Grand
Avenue, Des Moines, Iowa 50312-5338.

The Fund pays a fee of $550 per Board meeting and $100 per committee  meeting to
directors who are not  interested  persons of the Advisor.  Under the Management
Agreement other  remuneration,  if any, of officers and directors is paid by the
Advisor.

COMPENSATION TABLE

                                   Aggregate           Total Compensation From
        Name of                  Compensation                Fund and Fund
   Person, Position                From Fund          Complex Paid to Director

Robert F. Galligan                  $2,200                    $ 3,200
Director

Chad L. Hensley                      2,200                      3,200
Director

Fred Lorber                          2,200                      3,200
Director

Darwin T. Lynner, Jr.                1,650                      2,400
Director

Mark A. McClurg                          0                          0
Treasurer and
Director

David W. Miles                           0                          0
President and
Director

Richard A. Miller                    2,200                      3,200
Director

James W. Paulsen                         0                          0
Vice President
and Director

William E. Timmons                   2,200                      3,200
Director

Steven E. Zumbach                    1,100                      1,600
Director

MANAGEMENT OF THE ADVISOR.  David W. Miles, Mark A. McClurg and James W. Paulsen
each beneficially own more than 10 percent of the outstanding  voting securities
of the  Advisor  and are deemed to be control  persons of the  Advisors.  Senior
Managing  Directors of Investors  Management  Group are David W. Miles , Mark A.
McClurg and James W. Paulsen. They intend to devote substantially all their time
to the operation of the Advisor.

THE INVESTMENT MANAGEMENT AGREEMENT

See "Management and Fees" in the Prospectus for certain  information  concerning
Investors Management Group.

The Advisor  furnishes  continuous  investment  supervision  to the Fund under a
Management and Investment Advisory Agreement (the "Management  Agreement").  For
its  services  the Advisor is entitled  to receive a fee,  computed  and accrued
daily and payable  monthly,  at the following  rate on the average daily closing
net asset value of the Fund:

         NET ASSETS                                         ANNUAL RATE

 For assets up to $200,000,000                              .25 percent
 For assets in excess of $200,000,000 to $300,000,000       .24 percent
 For assets in excess of $300,000,000 to $400,000,000       .23 percent
 For assets in excess of $400,000,000 to $500,000,000       .22 percent
 For assets in excess of $500,000,000 to $600,000,000       .21 percent
 Over $600,000,000                                          .20 percent


The above stated rates were voluntarily reduced by the Advisor from a maximum of
0.50 percent effective January 1, 1991.

From time to time,  the  Advisor may  voluntarily  waive all or a portion of the
management  fee and/or  absorb  certain  expenses  of the Fund  without  further
notification  of the  commencement  or termination of such waiver or absorption.
Any such waiver will have the effect of lowering the overall  expense  ratio for
the Fund and  increasing  the Fund's  overall yield to investors at the time any
such amounts are waiver and/or absorbed.

Under the Management  Agreement,  the Advisor is  responsible  for selecting the
Fund's  portfolio  securities,  including the  solicitation and approval of Iowa
commercial  banks  selected  as  Participating  Banks  from  which  the Fund may
purchase  participation  interests in short-term  loans subject to Liquidity and
Servicing  Agreements or which may issue  irrevocable  letters of credit to back
the demand repayment commitments of borrowers. A careful review of the financial
condition and loan loss record of a prospective bank will be undertaken prior to
the bank being  approved to enter into a Liquidity and Servicing  Agreement and,
once approved,  a Participating  Bank's financial condition and loan loss record
will be reviewed at least annually thereafter.

The principal  criteria which the Advisor will consider in approving,  rejecting
or terminating  Liquidity and Servicing Agreements with Participating Banks will
include a bank's (a) ratio of capital to deposits; (b) ratio of loan charge offs
to  average  loans  outstanding;  (c) ratio of loan loss  reserves  to net loans
outstanding;  and (d) ratio of capital to total assets.  Ordinarily, the Advisor
will  recommend  that  the Fund not  enter  into or  continue  a  Liquidity  and
Servicing  Agreement  with any bank whose ratios (as  described  above) are less
favorable  than the average of all Iowa banks.  The Advisor will also consider a
bank's  classified loan  experience,  historical and current earnings and growth
trends,  quality and liquidity of  investments  and stability of management  and
ownership. Typically, the Advisor will utilize a variety of information sources;
including,  annual audited  financial  statements,  unaudited  interim financial
statements,  quarterly  reports of condition  and income  filed with  regulatory
agencies  and  periodic  examination  reports  (if  available)  and  reports  of
federally insured banks concerning past-due-loans,  renegotiated loans and other
loan problems.

The Advisor also provides office space and management and other personnel to the
Fund and pays the costs of computing the net asset value of the Fund and related
bookkeeping  expenses.  The  Advisor  will bear any sales or  promotional  costs
incurred in connection with the sale of the Fund's shares.

The Fund  pays all  expenses  of  operations  not  specifically  assumed  by the
Advisor. These include: custodian,  transfer agent and shareholder recordkeeping
charges;  charges for the  services  of legal  counsel  and  independent  public
accountants;  compensation  of directors  other than those  affiliated  with the
Advisor and expenses  incurred by them in connection  with their services to the
Fund;  certain  insurance  premiums;  expenses of printing and  distributing  to
shareholders  notices,  proxy solicitation  material,  prospectuses and reports;
brokers' commissions;  taxes;  interest; and expenses of complying with Federal,
state and other laws.

The  Advisor  has also  agreed to  reimburse  the Fund,  up to the amount of the
advisory fees paid to the Advisor,  to the extent that the total annual expenses
of the Fund,  exclusive of all taxes,  interest,  brokers' commissions and other
related  charges  but  including  fees  paid to the  Advisor,  exceed  the  most
restrictive  limits  prescribed  by any state in which  the  Fund's  shares  may
eventually  be offered for sale.  The Fund  believes  that it  presently  is not
subject to any such restrictions. The Fund paid $327,033, $374,373, and $444,793
in management fees to the Advisor in fiscal 1994, 1995, and 1996 respectively.

The  Management  Agreement  approved  by the  sole  shareholder  of the  Fund on
September  21,  1982,  for an initial term  expiring  September  30, 1983,  will
continue  in effect as long as it is  approved  annually  by a majority of those
directors  who  are not  parties  to the  Management  Agreement  or  "interested
persons" of such  parties and by either the board of  directors of the Fund or a
majority  of the  outstanding  voting  securities  of the Fund.  The  Management
Agreement which was last approved by the Fund's  directors,  as described above,
on August 13, 1996,  may be  terminated  by either party  without  penalty on 60
days'  written  notice  and will  automatically  terminate  in the  event of its
assignment.

The  Management  Agreement  provides  that  neither  the  Advisor nor any of its
officers or directors,  agents or employees  will have any liability to the Fund
or its  shareholders  for any  error  of  judgment,  mistake  of law or any loss
arising  out of any  investments  or  for  any  other  act  or  omission  in the
performance of its duties as investment advisor under the Management  Agreement,
except for  liability  resulting  from willful  misfeasance,  bad faith or gross
negligence on the part of the Advisor in the  performance  of its duties or from
reckless  disregard  by the  Advisor  of its  obligations  under the  Management
Agreement.

STUDENT LOAN TRUSTS

The Fund is authorized to purchase  Student Loan  Certificates  from one or more
Student Loan Trusts.  The Fund will only purchase Student Loan Certificates from
Student  Loan Trusts  formed for the  purpose of  purchasing  federally  insured
student loans originated and sold by banks subject to purchase, at the option of
the Student Loan Trust,  on no more than five  business  days'  written  notice.
Student  Loan Trusts are funded by the  issuance and sale to the Fund of Student
Loan  Certificates  which have an original maturity of no more than 397 days and
which may be redeemed by the Fund upon not more than five business days' written
notice to the issuing  Student Loan Trust.  The Fund is under no  obligation  to
purchase Student Loan Certificates issued by any Student Loan Trust.

The Fund's election to purchase Student Loan Certificates will be based upon the
amount of funds  available for  investment,  the  investment  yield borne by the
Student Loan  Certificates  compared with yields  available on other  short-term
liquid  investments and upon the aggregate amount of Student Loan  Certificates,
commercial and industrial loans and participation interests therein owned by the
Fund which may not exceed 80  percent of Fund  assets.  The yield to the Fund on
Student  Loan  Certificates  will be  commensurate  with  current  net yields on
federally  insured  student loans.  Presently,  net of servicing and trust fees,
such loans yield  approximately  the 91-day U.S. Treasury Bill rate plus 0.65 to
0.75 percent. Such fees will be paid out of the Student Loan Trust assets and no
other fees will be paid directly or indirectly by the Fund.

The Higher  Education  Act (the  "Act")  sets forth  provisions  establishing  a
program of (i) direct federal  insurance to holders of student  loans,  and (ii)
reimbursement to state agencies or private non-profit corporations administering
student loan  insurance  programs of losses  sustained in the operation of their
programs  (the  "Federal  GSL  Program").  Under the  Federal GSL  Program,  the
Secretary of Education (the  "Secretary")  is authorized to enter into guarantee
and  interest  subsidy  agreements  with the Iowa  College Aid  Commission,  and
similar  organizations  (collectively  the "Agencies").  The Federal GSL Program
provides for reimbursements to the Agencies for default claims paid by them, the
payments of  administrative  cost  allowances to the Agencies,  advances for the
Agencies'  reserve  funds and interest  subsidy  payments and Special  Allowance
Payments to the holders of qualifying student loans made pursuant to the Federal
GSL Program.

Pursuant to Section  428(c)(1)(A)  of the Act,  the  Agencies  have entered into
guarantee  agreements  with the Secretary  under which the  respective  Agencies
operate a Guarantee  Program,  whereby the  Secretary  agrees to  reimburse  the
Agencies in an amount equal to 80 percent of the amount  expended by them in the
discharge of their insurance  obligations on the unpaid balance of principal and
accrued interest with respect to loans guaranteed by the Agencies.  The Act also
authorizes the Secretary to enter into supplemental guarantee agreements whereby
such federal  reimbursement will be increased to a maximum of 100 percent of the
amount expended by the agencies in the discharge of their insurance obligations.
The supplemental  guarantee  agreements are subject to annual  renegotiation and
the Secretary is not  authorized  to renew them unless the  Agencies'  Guarantee
Programs comply with all the terms of the supplemental  guarantee agreements and
all the provisions of applicable federal regulations.

The Secretary and the Agencies  have entered into  interest  subsidy  agreements
under  Section 428 (b) of the Act whereby the  Secretary  agrees to pay interest
subsidy  payments to the holders of qualifying  student loans for the benefit of
students meeting certain requirements.  To be eligible for federal reimbursement
programs,  such loans must be made by an "eligible  lender"  under the Agencies'
Guarantee  Program,  which must meet  requirements  prescribed  by the rules and
regulations  promulgated  under the Act. The Trustee will be an eligible  lender
and will purchase only loans originated by eligible lenders.

The Act,  as amended in 1976,  provides  for Special  Allowance  Payments by the
Secretary  to holders of  qualifying  student  loans such as the Trust.  Special
Allowance  Payments  are  computed  on the  basis  of the  average  of the  bond
equivalent  rates  of the  91-day  U.S.  Treasury  Bills  auctioned  during  the
preceding  quarter,  and are provided as an  inducement to lenders or holders of
loans to compensate them for the difference between the interest rate carried by
the student loan and the current commercial interest rates.

The  Student  Loan  Reform  Act of 1993  made  various  changes  to the  Federal
Guaranteed  Student Loan Program.  Effective October 1, 1993,  Agencies are only
required  to  guarantee  student  loans at 98 percent  of the unpaid  balance of
principal and accrued interest on loans made after October 1, 1993. In addition,
other changes were made relating to origination  fees,  borrower interest rates,
technical  revisions on how  consolidated  loans are treated and a limitation on
the amount of guarantee fee that can be charged by Agencies.  Commencing July 1,
1995,  the lender yield for  Guaranteed  Student Loans  disbursed  after July 1,
1995, was reduced to the 90 day Treasury Bill rate plus 2.5 percent.

The Student Loan Trusts from which the Fund purchases  Student Loan Certificates
have agreed that all student loans purchased by the Trust will be insured either
directly by the  Secretary or under the Federal GSL Program and will qualify for
interest subsidy payments and Special Allowance  Payments.  Loans typically will
be in amounts of $25,000 or less, repayable over a term of 15 years or less.

At June 30, 1996, assets of the Fund included Student Loan  Certificates  issued
by the Iowa Student Loan Trust in the amount of  $87,435,000  which was equal to
48.6 percent of Fund net assets. These Certificates have an original maturity of
not more than 364 days and may be  redeemed  by the Fund upon not more than five
business days' written notice to the Iowa Student Loan Trust.  Proceeds from the
issuance of Student  Loan  Certificates  have been used by the Iowa Student Loan
Trust to purchase  federally insured student loans initiated by Iowa banks which
may be required to purchase  such loans from the Iowa  Student Loan Trust on not
more than five business days' written notice.  In the event a bank was unable to
honor its purchase  commitment  it would be necessary  for the Iowa Student Loan
Trust to seek other  purchasers  of the loans.  Because such loans are federally
insured and bear a variable  interest rate the Fund believes that a ready market
for them exists.

GUARANTEED LOAN TRUSTS

The Fund may purchase FmHA  Certificates from one or more guaranteed loan trusts
created for the purpose of acquiring  participation  interests in the guaranteed
portion  of FmHA  guaranteed  loans  ("FmHA  Trusts").  Interest  and  principal
payments  of the FmHA  Loans  would  accrue  to the  benefit  of the Fund net of
certain FmHA Trust fees and other fees payable to certain  parties for servicing
the FmHA Loans and arising out of the participation of the guaranteed portion of
the  FmHA  Loans.  Each  FmHA  Certificate  will  provide  certain   identifying
information  regarding the specific  FmHA Loan acquired  including the effective
rate and reset provision. Each FmHA Certificate will also be redeemable upon not
more than five business  days' written  notice by the Fund to the Trustee for an
amount equal to the unpaid balance of the participated  portion of the FmHA Loan
and  accrued  interest  due  thereon.   The  redemption   feature  of  the  FmHA
Certificates  is  backed  by  unconditional  purchase  commitments  between  the
Trustee,  and Participating Banks which require the banks to purchase such loans
at par less a processing  fee upon no more than five business days prior written
notice.  Such purchase  commitments are  unconditional and are operative whether
the FmHA Loans are in default or experiencing  difficulties.  The  unconditional
purchase  commitments  by  the  Participating  Banks  are  intended  to  provide
liquidity  for the FmHA Loans held by the FmHA Trust and  beneficially  owned by
the Fund. Insofar as the unconditional  commitment  creates this liquidity,  for
purposes  of Rule  2a-7 and the  diversification  requirements  thereunder,  the
unconditional  commitments  are  limited  in amounts  necessary  to keep any one
Participating  Bank from being  obligated to purchase more than 5 percent of the
total  assets  held  by the  Fund  (as of  the  date  of  purchase  of the  FmHA
Certificate).

The sole purpose of the trust  arrangement is to provide a convenient  structure
for  servicing the FmHA Loans and to eliminate the premium risk that could arise
if the Fund invested  directly in the FmHA Loans and  prepayment  were to occur.
The Board of Directors  believes that the  arrangement  presents  minimal credit
risk and that the arrangement is a permissible investment.  For purposes of Rule
2a-7, the Fund does not consider the FmHA Loans or the  certificates  evidencing
ownership as illiquid and considers the arrangement with the participating banks
as standby unconditional put commitments.

FmHA  guaranteed  loans  are  originated  by  financial   institutions,   mostly
commercial  banks, as a direct loan to the borrower.  The FmHA guaranteed  loans
acquired by the Fund will all have variable rates of interest which will rest no
less frequently than  semi-annually and upon the adjustment of the interest rate
the value of the  securities  will be  approximately  equal to par.  The FmHA, a
division of the U.S. Department of Agriculture,  is an independent agency of the
United  States  Government  and has the  authority  to grant the  United  States
Government's  full faith and credit  guarantee on loans originated by commercial
lenders.  Through the Rural  Development  Act of 1972, the FmHA  guaranteed loan
program  was  enacted  by  Congress  to help meet the  financing  needs of small
businesses, farms and community facilities in rural areas. Guarantees are issued
on loans obtained by those persons who meet FmHA criteria.  Typically  borrowers
eligible for FmHA loans face a degree of financial  stress which  prevents  them
from qualifying for  non-guaranteed  credit based on the standards of commercial
lenders.  Applications  for loan  guarantees  are submitted by the lender to the
local FmHA county  officer for approval.  The  application  is reviewed by local
officials  to determine  whether the  borrower,  lender and  proposed  loan meet
program  requirements.  Loan  terms  are  negotiated  with  the  lender  and the
borrowers,  but the  terms  must  fall  within  FmHA  guidelines.  The FmHA will
guarantee  up to 90  percent  of  the  total  loan  depending  upon  the  loan's
soundness.

Under  the FmHA  Loan  program,  the  guaranteed  portion  of FmHA  loans may be
participated,  sold by the originating bank and traded in the secondary  market.
The Fund will only invest in the guaranteed  portions of FmHA Loans which are so
participated. While the most current government figures indicate the outstanding
balance  on  guaranteed  loans  to be  over $4  billion,  it is  estimated  that
approximately  20 percent of the total  outstanding  balance of guaranteed loans
have actually been participated in the secondary market.

The  FmHA   guaranty   guarantees   the  repayment  of  principal  and  interest
unconditionally and accrues to the benefit of the person owning the participated
portion of the guaranteed  FmHA loan.  When the FmHA loans are sold the guaranty
is assigned to the purchaser and is unconditional and irrevocable.  As a result,
the FmHA  loans  are  deemed  to be  "government  securities"  as they  meet the
definition  of  government  securities  described  in  Section  2(a)(16)  of the
Investment Company Act and Rule 2a-7. All FmHA loans purchased by the Trust will
be valued by the Fund at par.

The trustee will communicate to the Fund's Investment Adviser the status of loan
payments and delinquencies.  In addition,  Participating  Banks,  subject to the
unconditional  commitments  to purchase  the  participated  FmHA Loans,  will be
subject to  on-going  credit  review by the Fund's  Investment  Adviser.  To the
extent that any of the banks deteriorate in credit quality from the standard set
by regional  banks with the  highest  credit  ratings by NRSRO's the  Investment
Adviser  will take  action to  replace  such  banks  with  another  bank with an
appropriate credit rating or if unrated,  with a comparable credit quality based
on the Investment Adviser's analysis.

OTHER INFORMATION

FEDERAL HOLIDAYS. The Fund will be closed for business and, therefore,  will not
accept  purchase or  redemption  orders nor  calculate  net asset value,  on all
Federal  Holidays -- currently;  New Year's Day,  Martin  Luther King,  Jr. Day,
President's  Day,  Memorial  Day,  Independence  Day,  Labor Day,  Columbus Day,
Thanksgiving Day, Veterans' Day and Christmas Day.

PORTFOLIO TRANSACTIONS.  Subject to policies set forth by the board of directors
of the Fund, the Advisor is authorized to determine,  consistent with the Fund's
investment objectives and policies, which securities will be purchased, sold and
held by the Fund. Most of the Fund's portfolio securities will be purchased on a
principal  basis directly from the issuer,  from banks,  underwriters  or market
makers and, thus, will not involve payment of a brokerage commission. There were
no agency  transactions  in the last three  fiscal  years and thus no  brokerage
commissions have been paid. Such purchases may include a discount, concession or
mark-up  retained by an  underwriter  or dealer.  The Advisor is  authorized  to
select the  brokers or dealers  that will  execute  the  purchases  and sales of
portfolio  securities and is directed to use its best efforts to obtain the best
available price and most favorable execution on brokerage transactions.  Some of
the  portfolio  transactions  may be directed  to brokers  who  furnish  special
research and  statistical  information or services  rendered in the execution of
orders  which  are of  benefit  to the  Advisor.  These  may  include  advice or
information  with  respect to  particular  securities  or  issuers,  information
concerning   general  market  or  economic   conditions  and  the  obtaining  of
information from brokers,  underwriters or market makers.  While no dollar value
can be  placed  on such  information  or  services,  it allows  the  Advisor  to
supplement its own research and analysis  activities  which can reduce its costs
but not those of the Fund.

ORGANIZATION  AND  SHARES  OF THE  FUND.  The  Fund is an  open-end  diversified
management  investment  company  organized as an Iowa corporation under the name
Iowa Liquid  Assets Fund,  Inc.,  in June 1982.  On October 13,  1987,  the Fund
changed its name to IMG Liquid  Assets  Fund,  Inc.  The Fund has an  authorized
capital of one billion  shares of Common  Stock,  par value $.001 per share.  On
September 25, 1996, the Fund  increased its authorized  capital from one billion
to five billion shares of Common Stock,  par value $.001 per share,  changed its
name to Liquid  Assets  Fund,  and amended  the  articles  of  incorporation  to
authorize  the Board of  Directors  to issue one or more  additional  classes of
shares.  Simultaneously,  the Board approved the  redesignation  of the existing
shares as "Sweep Shares" and the issuance of "Trust  Shares" and  "Institutional
Shares".

Sweep Shares of the Fund are offered to individual and  institutional  investors
(acting on their own behalf or on the behalf of their  customers).  Sweep Shares
are normally offered through financial  institutions providing automatic "sweep"
investment  programs  to  their  customers  and bear  the  costs  of the  Fund's
Distribution Plan (See "Purchases of Fund Shares").

Trust Shares are offered to individual and  institutional  investors  (acting on
their own behalf or on the behalf of their customers). Trust Shares are normally
offered through trust  organizations  or others providing  shareholder  services
such as establishing  and  maintaining  accounts and records for their customers
who invest in such Shares, assisting customers in processing purchase,  exchange
and redemption requests, and responding to customers' inquiries concerning their
investments. Trust Shares also bear the costs of the Fund's Shareholder Services
Plan (See "Purchases of Fund Shares").

Institutional  Shares of the Fund are offered to  individual  and  institutional
investors directly by the Fund's Distributor.

All Shares bear their  pro-rata  portion of all  operating  expenses paid by the
Fund,  except that Sweep Shares bear the full costs of the Distribution Plan and
Trust  Shares  bear  the  full  costs  of  the  Administrative   Services  Plan.
Institutional Shares bear no distribution and/or Administrative Services fees.

Shareholders are entitled to one vote for each full Share held and proportionate
fractional  votes  for  fractional  Shares  held.  Shares of each Fund will vote
together and not by class unless otherwise  required by law or permitted by each
Fund's Board of Directors. All shareholders of each Fund will vote together as a
single class on matters relating to the Fund's investment advisory agreement and
investment objective and fundamental policies. Only holders of Sweep Shares will
vote on matters  relating  to the  Distribution  Plan for Sweep  Shares and only
holders of Trust Shares will vote on matters  pertaining  to the  Administrative
Services Plan for Trust Shares.

Shares of the Funds have  non-cumulative  voting  rights and,  accordingly,  the
holders of more than 50 percent of the Fund's outstanding  shares  (irrespective
of class) may elect all of the Directors.  Shares have no preemptive  rights and
only such  conversion and exchange  rights as each Fund's Board may grant in its
discretion. When issued for payment as described in the Prospectus,  Shares will
be fully paid and nonassessable.

REPORTS TO  SHAREHOLDERS.  Semiannual and annual reports will include  financial
statements which, in the case of the annual report, will be reported upon by the
Fund's  independent  auditors,  KPMG Peat  Marwick  LLP.  The  Annual  Report is
incorporated  herein  by  reference  into the  Fund's  Statement  of  Additional
Information  and is available upon request  without charge by calling the number
on the cover page of this Statement of Additional Information.

PRINCIPAL  SHAREHOLDERS.  As of the date hereof, no person is believed to own as
much as 5 percent of the Fund's shares and the Fund's  officers and directors as
a group owned less than 1 percent of the Fund's shares.

CUSTODIAN,  TRANSFER AGENT AND DIVIDEND PAYING AGENT. The Fund's Custodian holds
cash for the purchase and  redemption of the Fund's  shares.  The Custodian will
hold the Fund's  portfolio  investments  which may,  in part,  be  deposited  in
central depository systems as permitted by Federal law.  Mercantile Bank of Polk
County, Des Moines, serves as the Fund's custodian. The Fund has also contracted
with IMG to provide certain accounting services  including;  transfer of shares,
disbursement of dividends and the maintenance of shareholder accounting records.

LEGAL  OPINION.  Messrs.  Cline,  Williams,  Wright,  Johnson &  Oldfather  have
rendered an opinion to the Fund with  respect to legality of the shares  offered
in the Prospectus, tax matters, and Glass-Steagall Act matters.

INDEPENDENT AUDITORS. KPMG Peat Marwick LLP, 2500 Ruan Center, Des Moines, Iowa,
50309, has been selected unanimously by the members of the Board of Directors of
the Fund who are not  interested  persons of the Fund as the Fund's  independent
auditors  to examine the books and  securities  of the Fund and to report on the
financial statements of the Fund.


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