OLDE CUSTODIAN FUND, 485BPOS, 1997-02-28

OLDE CUSTODIAN FUND
485BPOS, 1997-02-28

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

File No. 33-15935

FORM N-1A

Registration Statement under the
Securities Act of 1933 ( )
Pre-Effective Amendment No. ( )
----
Post-Effective Amendment No. 16 (x)
----
and/or
Registration Statement under the
Investment Company Act of 1940 ( )
Amendment No. 20 (x)
----
[Check appropriate box or boxes]

--------------

OLDE CUSTODIAN FUND

[Exact name of Registrant as Specified in Trust]

751 Griswold, Detroit, MI 48226
[Address of Principal Executive Officer] [Zip Code]
Registrant's Telephone Number, including Area Code (313) 961-6666

Lisa S. Fildes
OLDE Custodian Fund
751 Griswold St.
Detroit, Michigan 48226
[Name and Address of Agent for Service]

The Registrant hereby amends this registration statement on this date to become
effective on February 28, 1997 in accordance with Rule 485(b) of the Securities
Act of 1933.

-------------

The Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940.

The Rule 24f-2 Notice with respect to the Fund's shares for the fiscal period
ended October 31, 1996 was filed on December 24, 1996.

<PAGE> 2

TABLE OF CONTENTS

PAGE

Expense Information .......................................... 2
General Information .......................................... 4
Objectives and Policies
OLDE Money Market Series ................................. 5
OLDE Premium Money Market Series ......................... 6
OLDE Premium Plus Money Market Series .................... 7
Other Investment Policies of the Series ...................... 9
What an Investor Should Know About
the Shares of each Series .............................. 10
Distributions ................................................ 11
Federal Income Taxes ......................................... 11
How Series Shares are Valued ................................. 12
How Series Share may be Purchased ............................ 12
How Series Shares may be Redeemed ............................ 14
Performance .................................................. 16
How the Series are Managed ................................... 16

THIS PROSPECTUS IS NOT AN OFFERING OF THE SECURITIES HEREIN DESCRIBED
IN ANY STATE IN WHICH THE OFFERING IS UNAUTHORIZED. NO SALESMAN, DEALER OR
OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS. FURTHER INFORMATION MAY BE
OBTAINED FROM THE DISTRIBUTOR.

<PAGE> 3

OLDE MONEY MARKET SERIES
OLDE PREMIUM MONEY MARKET SERIES
OLDE PREMIUM PLUS MONEY MARKET SERIES
OLDE CUSTODIAN FUND
751 Griswold
Detroit, MI 48226
PROSPECTUS February 28, 1997

OLDE Custodian Fund (the "Fund") is a diversified, open-end management
investment company currently consisting of three separate series. Each series
represents a separate investment portfolio with its own investment policies and
objectives. This Prospectus discusses OLDE Money Market Series, OLDE Premium
Money Market Series and OLDE Premium Plus Money Market Series (the "Series").
The shares of each of the Series are available for purchase by investors who
maintain or establish a brokerage account with OLDE Discount Corporation ("OLDE
Discount") or any other broker-dealer with whom OLDE Discount has a dealer
agreement.

Each Series invests exclusively in portfolios of high quality
short-term money market instruments. The objective of each Series is maximum
current income consistent with preservation of capital and liquidity. Each
Series seeks to maintain a stabilized price of $1 per share. Investments in the
shares of any Series are neither insured nor guaranteed by the U.S. Government.
There can be no assurance that a net asset value of $1 per share will be
maintained in any Series. An investor may invest, reinvest or redeem shares at
any time without charge.

This Prospectus sets forth concisely the information about each Series
that a prospective investor should know before investing. Investors should read
this Prospectus and retain it for future reference. Each Series is responsible
for any statements or misstatements relating to that Series appearing in this
Prospectus.

Additional information about each Series has been filed with the
Securities and Exchange Commission and is available upon request and without
charge. You may request the Statements of Additional Information for each
Series, which are incorporated in this Prospectus by reference, by writing the
Fund at the address printed above.

The date of this Prospectus and the Statements of Additional
Information is February 28, 1997.

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> 4

EXPENSE INFORMATION

The following table sets forth certain information in connection with
the expenses of OLDE Money Market Series, OLDE Premium Money Market Series and
OLDE Premium Plus Money Market Series for the year ended October 31, 1996.

These tables are intended to assist the investor in understanding the
various costs and expenses borne by each Series and therefore indirectly by its
investors, the payment of which will reduce an investor's return on an annual
basis.

Annual Series Operating Expenses After Expense Reimbursement
(as a percentage of average net assets)

OLDE OLDE PremiumOLDE Premium
Money Market Money Market Plus Money
Series Series Market Series*

Management Fee ............. 0.50% 0.30% 0.00%
Other Expenses ............. 0.44% 0.25% 0.00%
12b-1 Fee .................. 0.06% 0.15% 0.00%
----- ----- -----
Total Series
Operating Expenses ......... 1.00% 0.70% 0.00%

The following example illustrates the expenses an investor would pay
on a $1,000 investment in each Series, assuming a 5% annual return
(cumulatively through the end of each time period). The amounts listed in this
example should not be considered as representative of past or future expenses or
performance; actual expenses and performance may be greater or less than that
indicated.

OLDE OLDE PremiumOLDE Premium
Money Market Money Market Plus Money
Series Series Market Series

1 year ............. $ 10 $ 7 $ 4
3 years ............ 32 22 11
5 years ............ 55 39 20
10 years ........... 126 88 46

*The Adviser voluntarily agreed to waive its management fee and
accounting fee, and reimburse all other expenses of this Series until
January 1, 1997. IF THE ADVISER'S REIMBURSEMENT POLICY HAD NOT BEEN IN EFFECT
DURING THIS PERIOD, THE MANAGEMENT FEE, OTHER EXPENSES, 12b-1 FEE AND TOTAL
OPERATING EXPENSES OF OLDE PREMIUM PLUS MONEY MARKET SERIES WOULD HAVE BEEN
.15%, .06%, .15% AND .36%, RESPECTIVELY. The aggregate amount of operating
expenses incurred by this Series during THE period from NOVEMBER 1, 1995 to
October 31, 1996 and reimbursed by the Adviser during the year was $5,413,818.
From January 1, 1997 until January 1, 1998, the Adviser has voluntarily agreed
to reimburse or waive any or all expenses of this Series which exceed .25% of
average net assets. The Adviser may, in its discretion, reimburse additional
expenses of this Series.

<PAGE> 5

OLDE MONEY MARKET SERIES
FINANCIAL HIGHLIGHTS

For a share of capital stock outstanding throughout each year:

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGGINNING OF YEAR $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- -----
INVESTMENT OPERATIONS:
Net investment income 0.0460 0.0487 0.0293 0.0230 0.0337
DISTRIBUTIONS:
Dividends from
net investment income (0.0460) (0.0487) (0.0293) (0.0230) (0.0337)
------ ------ ------ ------ ------
NET ASSET VALUE,
END OF YEAR $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== ====
TOTAL RETURN (ANNUALIZED) +4.60% +4.87% +2.93% +2.30% +3.37%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of
period (000's omitted) $373,147 $313,232 $209,288 $206,775 $159,211
Ratio of expenses to
average net assets 1.00% 1.07% 1.05% 1.10% 1.10%
Ratio of net investment income
to average net assets 4.60% 4.87% 2.93% 2.30% 3.37%
</TABLE>

Financial Highlights for the period presented above have been audited by Ernst
and Young LLP, independent auditors, whose report thereon is incorporated by
reference in the Statement of Additional Information for this Series.

OLDE PREMIUM MONEY MARKET SERIES
FINANCIAL HIGHLIGHTS

For a share of capital stock outstanding throughout each year:

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF YEAR $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- -----
INVESTMENT OPERATIONS:
Net investment income 0.0490 0.0524 0.0339 0.0276 0.0410
DISTRIBUTIONS:
Dividends from
net investment income (0.0490) (0.0524) (0.0339) (0.0276) (0.0410)
------- ------- ------- ------- -------
NET ASSET VALUE,
END OF YEAR $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
TOTAL RETURN (ANNUALIZED) +4.90% +5.24% +3.39% +2.76% +4.10%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of
period (000's omitted) $233,962 $178,203 $87,946 $103,317 $162,909
Ratio of expenses to
average net assets 0.70% 0.70% 0.60% 0.70% 0.56%
Ratio of net investment income
to average net assets 4.90% 5.24% 3.39% 2.76% 4.10%

</TABLE>

3
<PAGE> 6

Financial Highlights for the period presented above have been audited
by Ernst and Young LLP, independent auditors, whose report thereon is
incorporated by reference in the Statement of Additional Information for this
Series.

OLDE PREMIUM PLUS MONEY MARKET SERIES
FINANCIAL HIGHLIGHTS

For a share of capital stock outstanding throughout each period:

THE PERIOD YEAR ENDED OCTOBER 31 FOR
JANUARY 3, 1992 TO

1996 1995 1994 1993 October 31, 1992
---- ---- ---- ---- ----------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF YEAR $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- -----
INVESTMENT OPERATIONS:
Net investment income 0.0560 0.0598 0.0401 0.0342 0.0340
DISTRIBUTIONS:
Dividends from
net investment income (0.0560) (0.0598) (0.0401) (0.0342) (0.0340)
------- ------- ------- ------- -------
NET ASSET VALUE,
END OF YEAR $1.00 $1.00 $1.00 $1.00 $1.00
TOTAL RETURN (ANNUALIZED) +5.60% +5.98% +4.01% +3.42% +4.10%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of
period (000's omitted) $1,825,480 $1,172,123 $392,304 $170,630 $ 94,734
Ratio of expenses to
average net assets - - - - -
Ratio of net investment income
to average net assets 5.60% 5.98% 4.01% 3.42% 4.10%

</TABLE>

Financial Highlights for the period presented above have been audited
by Ernst and Young LLP, independent auditors, whose report thereon is
incorporated by reference in the Statement of Additional Information for this
Series.

GENERAL INFORMATION

The Fund was organized as a Massachusetts business trust on
February 17, 1987. The Fund is authorized to issue an unlimited number of
shares of beneficial interest, with a par value of $.01 per share, in several
series. Currently, the Fund consists of three separate series. Additional
series may be added in the future by the Board of Trustees.

All shares of each Series have equal voting and liquidation rights.
The shares have noncumulative voting rights, which means that holders of more
than 50% of the outstanding shares of the Fund voting for the election of
trustees can elect 100% of the trustees of the Fund if they choose to do so.

OLDE Discount serves as the Distributor for each of the Series. Any
questions or communications regarding a shareholder account in any Series
should be directed to OLDE Discount or the other broker-dealer servicing the
account.

4
<PAGE> 7

In an effort to reduce mailing costs, the Series consolidate
shareholder mailings by household. This means that a household having multiple
accounts with the identical address of record will receive a single package
during each shareholder mailing. If you do not wish this consolidation to
apply to your account(s), please write OLDE Custodian Fund at the address
listed on page 1 of the Prospectus.

INVESTMENT OBJECTIVES AND POLICIES
Set forth below is a description of the investment objective of each
Series. The investment objective and policies of a Series may not be changed
without the approval of that Series' shareholders. There can be no assurance
that any Series will meet its investment objective.

The investment objective of each Series is maximum current income,
consistent with preservation of capital and liquidity. Each Series seeks to
meet this objective by following its particular investment policies.

OLDE MONEY MARKET SERIES invests in the following money market
instruments, provided that the maturity of a single portfolio instrument
cannot exceed 13 months:

U.S. GOVERNMENT SECURITIES. Obligations issued or guaranteed as to
principal and interest by the United States (including Treasury bills, notes
and bonds) or its agencies (such as the Federal Housing Administration, and
Government National Mortgage Association) or its instrumentalities (such as the
Federal Home Loan Bank, Federal Intermediate Credit Banks and Federal Land
Bank). This Series may invest up to 100% of its assets in U.S. Government
securities;

BANK OBLIGATIONS. Obligations (including certificates of deposit and
bankers' acceptances) of banks subject to regulation by the U.S. Government
and/or its agencies, and having total assets of $1 billion or more, and
instruments secured by such obligations, not including obligations of foreign
branches of domestic banks. This Series may invest up to $100,000 per issue and
up to $1 million principal amount per bank;

OBLIGATIONS OF SAVINGS INSTITUTIONS. Certificates of deposit of
savings banks and savings and loan associations, having total assets of $1
billion or more. This Series may invest up to $100,000 per issue and up to $1
million principal amount per bank or association;

FULLY INSURED CERTIFICATES OF DEPOSIT. Certificates of deposit of banks
and savings institutions, having total assets of less than $1 billion, if the
principal amount of the obligation is insured by an agency of the Federal
Government, limited to $100,000 principal amount per institution and in the
aggregate to 10% of this Series' total assets;

COMMERCIAL PAPER. Commercial paper consists of unsecured promissory
notes issued to finance short-term credit needs. This Series may invest in
commercial paper obligations which have short-term ratings within the highest
grade by at least two nationally recognized statistical rating organizations
("NRSRO"), including but not limited to Moody's Investors Service, Inc.,
Standard and Poor's Corporation, Duff & Phelps, Inc. and Fitch Investors
Service, Inc. ("First Tier Securities"). If only one NRSRO has rated the
security, that rating is determinative.

This Series may also invest up to 5% of its assets in commercial
paper obligations which are rated in the second highest category by any two
NRSROs ("Second Tier Securities"). This Series is limited as to the amount it
may invest in such securities of a single issuer to the greater of 1% of this
Series' total net assets or $1 million.

5
<PAGE> 8

NRSRO determined to be of the equivalent quality of other permissible
investments pursuant to procedures adopted by the Board of Trustees;

CORPORATE OBLIGATIONS. Corporate obligations rated at the time of
purchase A-2 or higher by Standard & Poor's or Prime-2 or higher by Moody's,
maturing in one year or less; and

(See the Appendix to the Statement of Additional Information for this
Series for an explanation of Standard & Poor's and Moody's ratings.)

REPURCHASE AGREEMENTS. This Series may enter into repurchase
agreements, a type of secured lending by the Series, which typically involve the
acquisition by the Series of debt securities from a selling financial
institution such as a bank, savings and loan association or broker-dealer. The
agreement provides that the Series will sell back to the institution, and that
the institution will repurchase, the underlying instrument ("collateral") at a
specified price and at a fixed time in the future, usually not more than seven
days from the date of purchase. The Series will receive interest from the issuer
until the time when the repurchase is to occur. Although this date is deemed by
the Series to be the maturity date of a repurchase agreement, the maturities of
instruments subject to repurchase agreements are not subject to any limits and
may exceed one year. While repurchase agreements involve certain risks not
associated with direct investments in debt securities, the Series follows
procedures designed to minimize such risks. This Series will consider on an
ongoing basis the credit-worthiness of the issuers with which it enters into
repurchase agreements. The Adviser will monitor periodically the value of the
collateral to assure that it equals or exceeds the repurchase price. This Series
will not invest more than 5% of the value of its total assets in repurchase
agreements which exceed 7 days duration. This Series' Custodian will have
custody of, and will hold in a segregated account, either physically or in a
separate book-entry account, instruments acquired by this Series under a
repurchase agreement.

OLDE PREMIUM MONEY MARKET SERIES invests in the following money market
instruments, provided that the maturity of a single portfolio instrument
cannot exceed 13 months:

BANK OBLIGATIONS. Obligations (including certificates of deposit and
bankers' acceptances) of banks subject to regulation by the U.S. Government
and/or its agencies, and having total assets of $1 billion or more, and
instruments secured by such obligations, including obligations of foreign
branches of domestic banks;

OBLIGATIONS OF SAVINGS INSTITUTIONS. Certificates of deposit of
savings banks and savings and loan associations having total assets of $1
billion or more. This Series may invest up to $1 million principal amount per
bank or association;

COMMERCIAL PAPER. Commercial paper consists of unsecured promissory
notes issued to finance short-term credit needs. This Series may invest in
commercial paper obligations which have short-term ratings within the highest
grade by at least two nationally recognized statistical rating organizations
("NRSRO"), including but not limited to Moody's Investors Service, Inc.,
Standard & Poor's Corporation, Duff & Phelps, Inc. and Fitch Investors Service,
Inc. ("First Tier Securities"). If only one NRSRO has rated the security, that
rating is determinative.

This Series may also invest up to 5% of its assets in commercial paper
obligations which are rated in the second highest category by any two NRSROs
("Second Tier Securities"). This Series is limited as to the amount it may
invest in such securities of a single issuer to the greater of 1% of this
Series' total net assets or $1 million.

<PAGE> 9

This Series may also invest in commercial paper obligations that are
unrated if they are issued by companies with a currently outstanding unsecured
debt issue rated within the two highest grades by any NRSRO determined to be of
the equivalent quality of other permissible investments pursuant to procedures
adopted by the Board of Trustees;

CORPORATE OBLIGATIONS. Corporate obligations rated at the time of
purchase A-2 or higher by Standard & Poor's or Prime-2 or higher by Moody's,
maturing in one year or less;

(See Appendix to the Statement of Additional Information for this
Series for an explanation of Standard & Poor's and Moody's ratings.)

VARIABLE RATE MASTER DEMAND NOTES. This Series may invest in variable
rate master demand notes which are unsecured obligations, redeemable upon
notice, that permit investment of fluctuating amounts at varying rates of
interest. Such obligations are typically guaranteed or supported by a letter of
credit issued by a bank or on behalf of the issuing institution; and

OLDE PREMIUM PLUS MONEY MARKET SERIES invests in the following money
market instruments, provided that the maturity of a single portfolio
instrument cannot exceed 13 months:

U.S. GOVERNMENT SECURITIES. Obligations issued or guaranteed as to
principal and interest by the United States (including Treasury bills, notes and
bonds) or its agencies (such as the Federal Housing Administration, and
Government National Mortgage Association) or its instrumentalities (such as the
Federal Home Loan Bank, Federal Intermediate Credit Banks and Federal Land
Bank). This Series may invest up to 100% of its assets in U.S. Government
securities;

BANK OBLIGATIONS. Certificates of deposit and bankers' acceptances
issued by domestic banks, foreign subsidiaries of domestic banks, foreign
branches of domestic banks and domestic and foreign branches of foreign banks.
Certificates of deposit are certificates evidencing the obligation of a bank to
repay funds deposited with it for a specified period of time. Bankers'
acceptances are credit instruments evidencing the obligation of a bank to pay a
draft drawn on it by a customer. These instruments reflect the obligation both
of the bank and of the drawer to pay the face amount of the instrument upon
maturity.

This Series also may invest in time deposits which are non-negotiable
deposits maintained in a banking institution for a specified period of time at
a stated interest rate. In no event will this Series invest in a time deposit
for a period of greater than 7 days.

7
<PAGE> 10

This Series will invest only in obligations of banking institutions
having total assets in excess of $1 billion;

COMMERCIAL PAPER. Commercial paper consists of unsecured promissory
notes issued to finance short-term credit needs. This Series may invest in
commercial paper obligations which have short-term ratings within the highest
grade by at least two nationally recognized statistical rating organizations
("NRSRO"), including but not limited to Moody's Investors Service, Inc.,
Standard & Poor's Corporation, Duff & Phelps, Inc. and Fitch Investors Service,
Inc. ("First Tier Securities"). If only one NRSRO has rated the security, that
rating is determinative.

This Series may also invest up to 5% of its assets in commercial paper
obligations which are rated in the second highest category by any two NRSROs
("Second Tier Securities"). This Series is limited as to the amount it may
invest in such securities of a single issuer to the greater of 1% of this
Series' total net assets or $1 million.

CORPORATE OBLIGATIONS. Obligations consisting of short-term fixed,
floating and variable rate bonds and notes issued by corporations which, at the
time of purchase, are rated at least Aa by Moody's Investors Service, Inc. or at
least AA by Standard & Poor's Corporation, or, if not so rated, are "pari passu"
with respect to the issuer's short-term unsecured and/or unsubordinated debt
rating of A1/P1;

(See the Appendix to the Statement of Additional Information for this
Series for an explanation of Standard & Poor's and Moody's ratings.)

VARIABLE RATE MASTER DEMAND NOTES. Unsecured obligations which permit
this Series to invest fluctuating amounts at varying rates of interest pursuant
to a negotiated arrangement between the lender and the borrower. The demand
feature facilitates the payment of principal at any time, or at specified times
in accordance with such arrangement. Such obligations are typically supported by
a letter of credit or other credit support arrangement issued by a bank on
behalf of the borrower; and

REPURCHASE AGREEMENTS. This Series may enter into repurchase
agreements, a type of secured lending by this Series, which typically involve
the acquisition by this Series of debt securities from a selling financial
institution such as a bank, savings and loan association or broker-dealer. A
repurchase agreement will provide that this Series will sell back to the
institution, and that the institution will repurchase, the underlying instrument
("collateral") at a specified price and at a fixed time in the future, usually
not more than seven days from the date of purchase. This Series will receive
interest from the issuer until the time when the repurchase is to occur.
Although this date is deemed by this Series to be the maturity date of a
repurchase agreement, the maturities of instruments subject to repurchase
agreements are not subject to any limits and may exceed one year. While
repurchase agreements involve certain risks not associated with direct
investments in debt securities, this Series follows procedures designed to
minimize such risks. This Series will consider on an ongoing basis the
credit-worthiness of the issuers with which it enters into repurchase
agreements. This Series' Adviser will monitor periodically the value of the
collateral to assure that is equals or exceeds the repurchase price. This Series
will not invest more than 5% of the value of its total assets in repurchase
agreements which exceed 7 days duration. This Series' Custodian will have
custody of, and will hold in a segregated account either physically or in a
separate book-entry account, instruments acquired by this Series under a
repurchase agreement.

8
<PAGE> 11

None of the Series may invest in instruments other than the types of
money market instruments listed above and all Series are subject to other
specific investment restrictions as described under "Other Investment Policies
of the Series - Investment Restrictions" below and under "Investment
Restrictions" in the separate Statement of Additional Information for each
Series.

Although each Series generally will not seek profits through
short-term trading, they may dispose of any portfolio investment prior to
maturity if that Series believes such disposition advisable.

Each Series is expected to have a high portfolio turnover as a result
of the short maturities of instruments purchased. This should not adversely
affect any Series because brokerage commissions are not normally charged on the
purchase or sale of money market instruments on a principal basis. Such
transactions may involve transaction costs in the form of spreads between bid
and asked prices. In addition, each Series may incur brokerage commissions on
transactions conducted on an agency basis through OLDE Discount.

Each Series will maintain a dollar-weighted average portfolio maturity
of 90 days or less. Each Series will invest only in obligations determined by
the Board of Trustees to present minimal credit risks and which are of high
quality as determined by any major rating service or, in the case of any
instrument not so rated, of comparable quality as determined by the Board of
Trustees.

Each Series will attempt to balance its objectives of maximum current
income consistent with preservation of capital and liquidity by investing in
instruments of varying maturities and risks. No Series will, however, invest in
instruments that mature more than 13 months from the date of purchase. The
amounts invested in obligations of various maturities will depend on an
evaluation of the risks involved. Longer-term instruments, while generally
paying higher interest rates, are subject, as a result of general changes in
interest rates, to greater fluctuations in value than shorter-term instruments.
Thus, when rates on new debt obligations increase, the value of outstanding debt
obligations may decline, and vice versa. Such changes may also occur, but to a
lesser degree, with short-term debt issues. Additionally, the value of
fixed-income instruments will vary inversely with changes in interest rates.
These changes, if realized, may cause fluctuations in the amount of daily
dividends and, in extreme cases, could cause the net asset value per share to
decline (see "How Series Shares are Valued"). Longer-term instruments also
increase the risk that the issuer may be unable to pay an installment of
interest or principal at maturity. Also, in the event of unusually large
redemption demands, such instruments may have to be sold at a loss prior to
maturity, or a Series might have to borrow money and incur interest expense.
Either occurrence would inversely impact the amount of daily dividends and could
result in a decline in the daily net asset value per share of a Series. Each
Series will attempt to minimize these risks by investing in longer-term
obligations when it appears that interest rates on such obligations are not
likely to increase substantially during the period of expected holding, and then
only in obligations of high quality which are readily marketable. However, there
can be no assurance that any Series will be successful in achieving this or its
other objectives.

OTHER INVESTMENT POLICIES OF THE SERIES

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<PAGE> 12

Each Series seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. There can be no assurance that any Series will be
able to maintain a net asset value of $1.00 per share. Instruments in which each
Series will invest may not earn as high a level of current income as longer-term
or lower quality obligations which generally have less liquidity, greater market
risk and more fluctuation in market value.

INVESTMENT RESTRICTIONS

The investment restrictions listed below are among the restrictions
that have been adopted by each of the Series as fundamental policies. Under the
Investment Company Act of 1940, as amended (the "Act"), a fundamental policy of
a Series may not be changed without the vote of a majority of the outstanding
shares of that Series, as defined in the Act.

A Series may not:

1. Borrow money, except from banks for temporary or emergency purposes
or to meet redemption requests which might otherwise require the untimely
disposition of securities, and not for investment or leveraging, provided that
borrowing in the aggregate may not exceed 10% of the value of that Series' total
assets (including the amount borrowed) at the time of such borrowing; or
mortgage, pledge or hypothecate any assets except in connection with any such
borrowing and in amounts not in excess of 10% of the value of that Series' total
assets at the time of such borrowing.

2. Purchase securities other than obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities, of any issuer having a
record, together with its predecessors, of less than three years continuous
operation, if immediately after such purchase more than 5% of the value of that
Series' total assets would be invested in such securities.

3. Purchase any securities, other than obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities, if,
immediately after such purchase, more than 5% of the value of that Series' total
assets would be invested in securities of any one issuer, or more than 10% of
the outstanding securities of one issuer would be owned by that Series (for this
purpose all indebtedness of an issuer shall be deemed a single class of
security). This restriction shall apply only to 75% of the portfolio. The Series
may exceed the 5% limitation for up to three business days for assets invested
in securities rated in the highest short-term rating category by at least two
NRSROs or by the only NRSRO that has rated the security, or comparable unrated
securities.

4. Purchase any securities, other than obligations of banks or
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, if, immediately after such purchase, more than 25% of the
value of that Series' total assets would be invested in the securities of
issuers in the same industry. If a percentage restriction is adhered to at the
time of investment, a later increase or decrease in percentage resulting from a
change in values of portfolio investments or the amount of total or net assets
of a Series will not be considered a violation of any of the foregoing
restrictions.

WHAT AN INVESTOR SHOULD KNOW ABOUT THE SHARES OF EACH SERIES

When issued, the shares of each Series will be fully paid,
nonassessable and redeemable. Each shareholder of the Fund is entitled to one
vote for each share owned, with each fractional share receiving the same
proportion of a vote. Voting rights are noncumulative. The Fund does not intend
to hold annual meetings; it may, however, hold special shareholder meetings for
purposes such as changing fundamental policies or electing trustees. The Board
of Trustees shall promptly call a meeting for the purpose of electing trustees
when requested in writing to do so by the record holders of a least 10% of the
outstanding shares of

<PAGE> 13

the Fund. The term of office of each trustee is of unlimited duration. The
holders of at least two-thirds of the outstanding shares of the Fund may remove
a trustee from that position either by declaration in writing filed with the
Custodian or by votes cast in person or by proxy at a meeting called for that
purpose.

Shareholders of the Fund will vote by Series except as otherwise
required by the Investment Company Act of 1940. Matters affecting an individual
Series include, but are not limited to, the investment objectives, policies and
restrictions of that Series. Shares have no subscription, preemptive or
conversion rights. Certificates will not be issued.

DISTRIBUTIONS

Each Series declares dividends, on each day the New York Stock
Exchange (the "Exchange") is open for business, of all of its daily net
investment income (and net short-term capital gains, if any) to shareholders of
record as of the close of business that preceding business day. The Series'
earnings for Saturdays, Sundays and holidays are included with the dividend
calculated for the previous business day. The amount of dividends may fluctuate
from day to day and may be omitted on some days if net realized losses on
portfolio investments exceed a Series' net investment income.

Dividends are declared daily and, unless a shareholder of a Series
elects to receive cash, will be automatically reinvested monthly in additional
full and fractional shares of that Series at the net asset value per share at
the close of business on that day. Shareholders wishing to receive their
dividends in cash may make their request to OLDE Discount or the broker-dealer
servicing the account, in writing, prior to the month in which such election
shall commence. If cash payment is requested, checks will be mailed within five
business days after the last day of each month. Shareholders wishing to redeem
shares of any Series must indicate whether it is a full or partial redemption.
Full redemptions will be credited with all dividends accrued since the last
distribution. Partial redemptions will not affect the date of dividend
distribution. Each shareholder of a Series will receive a monthly summary of his
or her account, including information as to reinvested dividends and checking
transactions, if applicable, from the broker-dealer through which shares of a
Series were purchased.

FEDERAL INCOME TAXES
TAXATION OF THE SERIES

The Internal Revenue Code of 1986, as amended (the "Code"), treats
each series in a series fund as a separate regulated investment company. It is
each Series' current policy to qualify as a regulated investment company under
the Code by distributing substantially all of its net investment income to
shareholders and meeting other requirements of the Code. Upon qualification, a
Series will not be liable for Federal income taxes to the extent earnings are
distributed. The Board of Trustees retains the right for any series of the Fund
to determine for any particular year if it is advantageous not to qualify as a
regulated investment company. Regulated investment companies, such as each
Series, are subject to a non-deductible 4% excise tax to the extent they do not
distribute the statutorily required amount of investment income, determined on a
calendar year basis, and capital gain net income, using an October 31 year end
measuring period. Each Series intends to declare or distribute dividends during
the calendar year in an amount sufficient to prevent imposition of the 4% excise
tax.

TAXATION OF SHAREHOLDERS

11
<PAGE> 14

For Federal income tax purposes, any dividends which a shareholder
receives from a Series will be considered ordinary income. None of the dividends
to be paid by a Series are expected to qualify for the corporate
dividends-received deduction. A dividend declared in October, November or
December of a year and paid in January of the following year will be considered
to be paid on December 31 of the year of declaration.

Promptly after the close of each calendar year, the Fund will issue an
information return to advise shareholders of the Federal tax status of such
distributions and dividends. Dividends and distributions may also be subject to
state and local taxes. Shareholders should consult their tax advisers regarding
specific questions as to Federal, state or local taxes.

Internal Revenue Service regulations require investors to certify that
the social security number or taxpayer identification number provided to the
Fund is correct and that the investor is not subject to 31% withholding for
previous under-reporting to the IRS. Investors will be asked to make the
appropriate certification on their application to purchase shares. If a
shareholder of a Series has not complied with the applicable IRS regulations,
that Series is required by Federal law to withhold and remit to the IRS 31% of
reportable payments (which may include dividends and redemption amounts).

HOW SERIES SHARES ARE VALUED

The net asset value of the shares of each Series is that Series'
aggregate gross assets, less all of its liabilities, divided by the number of
its outstanding shares. Net asset value is determined at the close of trading on
the New York Stock Exchange (currently 4:00 p.m. New York time) every day the
Exchange is open.

Each Series values its portfolio securities at amortized cost, which
means that they are valued at their acquisition cost as adjusted for
amortization of premium or accretion of discount rather than at current market
value. Periodic comparisons are made of the value of each Series' investments at
amortized cost and at market. Market valuations are obtained by using actual
quotations provided by market makers, estimates of market value, or values
obtained from yield data relating to classes of money market instruments
published by reputable sources at the mean between the bid and asked prices for
the instruments. If a deviation of 1/2 of 1% or more were to occur between a
Series' net asset value per share calculated by reference to market values and a
Series' $1.00 per share net asset value, or if there were any other deviation
which the Board of Trustees believed would result in a material dilution to
shareholders or purchasers, the Board of Trustees would promptly determine what
action, if any, should be initiated to correct the deviation.

HOW SERIES SHARES MAY BE PURCHASED
INITIAL PURCHASES

Shares of each Series will be offered continuously by OLDE Discount,
the Distributor, and by other broker-dealers who have signed a dealer agreement
with OLDE Discount for each Series. Shares are purchased through an automatic
"sweep" process in OLDE Discount accounts and other accounts provided the
process has been approved by OLDE Discount. Prospective investors must contact
their local OLDE Discount office or other broker-dealer office to open an
account and participate in the automatic sweep. Balances for each Series' shares
will appear on an investor's OLDE Discount or other participating
broker-dealer's monthly statements. The minimum initial and continuing
investment in the OLDE Money Market Series is $1,000. The minimum initial and
continuing investment in the OLDE Premium Money Market Series is $5,000. The
minimum initial and continuing investment in the OLDE Premium Plus

12
<PAGE> 15

Money Market Series is $25,000. Each Series has minimum subsequent investments
of $1,000. These minimum amounts may be changed at any time. Shareholders must
rely on their OLDE Discount or other participating broker-dealer's account
statements for documentation of ownership in lieu of certificates, which will
not be issued.

To make a purchase, good funds must be on deposit with the purchasing
broker-dealer. A completed application must be on file with the purchasing
broker-dealer within 30 days of the initial purchase and prior to any subsequent
purchases. Purchases by check are subject to a delay due to a check clearing
policy. Payment by federal wire may reduce this delay. To make an initial
purchase by telephone, investors must provide their name, account number, and
the number of shares to be purchased. The Fund reserves the right in its sole
discretion to reject purchase orders.

OLDE Discount has advised the Fund that it has an order procedure
pursuant to which its account holders will (a) have an order for shares of a
Series representing the amount of the proceeds from the sale of securities
entered on the business day following the day the customer is credited with such
proceeds in his or her OLDE Discount brokerage account; (b) pay for the purchase
of securities or meet any other account debits by automatic liquidation of
shares of a Series owned by the account holder; and (c) have an order to
purchase shares of a Series in an amount of any free credit balance aggregating
$1,000 or more in their OLDE Discount brokerage accounts as of the close of each
business day (4:00 p.m., New York time) automatically entered the next following
business day.

The Distributor is authorized to enter into dealer agreements for the
distribution of shares of a Series. Purchases of each Series shares may be made
in connection with Individual Retirement Accounts, as well as Keogh and other
similar plans. To make a purchase in an IRA, good funds and a completed
application with an Automatic Asset Transfer Agreement must be on file with the
purchasing broker-dealer. An investor will be asked to indicate which Series, if
any, is to be linked to his or her OLDE Discount account. If a selection is not
made, the account will automatically be linked to the OLDE Money Market Series.
For information regarding the opening of IRA, Keogh and similar accounts,
investors may contact OLDE Discount at (313) 961-6666, refer to the telephone
directory for the nearest OLDE Discount branch office or contact the
broker-dealer handling the account.

EXCHANGE FEATURE

The exchange privilege enables shareholders to purchase shares of any
Series of the Fund in exchange for shares of another Series. The Series have
different objectives which may be of interest to investors in each Series.
Shares of any Series may be exchanged for shares of any other Series of the Fund
at the net asset value. Exchanges may only be made in states where shares of the
other Series are qualified for sale. Investors may complete an exchange by
telephoning the broker servicing the account. In making a telephone exchange,
investors must provide their name, account number, number of shares to be
exchanged, the name of the Series to which the exchange will take place and
state whether the exchange is a full or partial redemption of existing shares.

A shareholder should consider the investment objectives and policies
of the Series into which the shareholder is making an exchange, as described
in its prospectus.

An exchange is treated for tax purposes as a redemption and a purchase.
Investors should understand that such an exchange may create a gain or a loss
to be recognized for Federal, state and local income tax purposes.

<PAGE> 16

HOW SERIES SHARES MAY BE REDEEMED
VOLUNTARY REDEMPTION

The shares of each Series are redeemable upon verbal request to an
OLDE Discount or other participating broker-dealer.

To complete a redemption by telephone, investors must provide their
name, account number, the number of shares to be redeemed and state whether the
request is for a full or partial redemption of a Series' shares. If an investor
is unable to contact his or her broker by telephone, the redemption request can
be made in person at the OLDE Discount, or other participating broker-dealer's
office servicing the account.

To protect the investment performance of the OLDE Premium Money Market
Series and the OLDE Premium Plus Money Market Series, if an investor's shares of
either of these Series are redeemed or exchanged below the required minimum, the
investor's future purchases of (including exchange into) the shares of these
Series may be refused for up to a 12 month period.

Investors are advised that it may be difficult to contact a broker
during periods of drastic economic or market change. Shares will be redeemed, on
any day the Exchange is open for business, at the net asset value per share next
determined after the order for redemption is received by the Distributor.

AUTOMATIC REDEMPTIONS. Shareholders of OLDE PREMIUM PLUS MONEY MARKET
SERIES may apply for the checkwriting option of this Series, available under
arrangement with the Bank of New York, by completing an application. After a
shareholder's application has been received and accepted for this option, an
initial supply of checks will be mailed to the shareholder. Checks may be
written in the amount of $500 or more. Redemptions will be effected
automatically to satisfy debit balances created by checks written. A shareholder
will continue to earn income on the shares until redemption to cover the amount
of any check occurs. The Fund does not allow accounts with this Series to be
closed through the use of the checkwriting option. As of the date of this
Prospectus, there is no charge to the shareholder for the checkwriting option if
the shareholder maintains the minimum continuing investment in this Series of
$25,000. If a shareholder's investment in this Series falls below $25,000, a
transaction fee of $1 will be charged to the shareholder's account for each
check until the minimum continuing investment of $25,000 is restored. The amount
of this fee may be changed at any time. Checks may be returned unpaid if a
shareholder's investment in this Series falls below $5,000 at any time. A fee of
$25 may be charged if a check is returned for any reason. The amount of this fee
is subject to change without notice. Certain service fees may also apply.

Shareholders of OLDE PREMIUM MONEY MARKET SERIES may apply for the
checkwriting option of this Series, available under arrangement with the Bank of
New York, by completing an application. After a shareholder's application has
been received and accepted for this option, an initial supply of checks will be
mailed to the shareholder. Checks may be written in the amount of $500 or more.
Redemptions will be effected automatically to satisfy debit balances created by
checks written. A shareholder will continue to earn income on the shares until
redemption to cover the amount of any check occurs. The Fund does not allow
accounts with this Series to be closed through the use of the checkwriting
option.

<PAGE> 17

As of the date of this Prospectus, the accounts of shareholders of
this Series will be charged a transaction fee of $1 per check for use of the
checkwriting option. The amount of this fee may be changed at any time. Checks
may be returned unpaid if a shareholder's investment in this Series falls below
$5,000 at any time. A fee of $25 may be charged if a check is returned for any
reason. The amount of this fee is subject to change without notice. Certain
service fees may also apply.

Proceeds from shares redeemed will normally be credited to an
investor's brokerage account on the settlement day of redemption or, in any
event, within seven days after acceptance by the Transfer Agent of the request
and the receipt of any other necessary documents in proper order. For the
protection of shareholders, redemption requests will be effected only if the
check used to purchase shares has been cleared by the investor's bank, usually
in no more than 15 days. Purchase of shares by federal wire may reduce delays in
redemption.

Redemption of shares, and payment upon redemption, may be suspended
during any time when: 1) trading is restricted on the Exchange as determined by
the Securities and Exchange Commission, or the Exchange is closed for other than
customary weekends and holidays; 2) the Securities and Exchange Commission has
permitted such suspension by order; or 3) the Securities and Exchange Commission
has determined that an emergency exists, making disposal of portfolio
securities, or valuation of a Series' net assets, not reasonably practicable.

INVOLUNTARY REDEMPTION

In an attempt to reduce expenses, partly attributable to the
relatively high cost of maintaining small and non-automated accounts, each
Series reserves the right to redeem, upon 14 days' written notice, all of the
shares of a shareholder whose account has a net asset value of less than the
minimum continuing investment due to the shareholder's redemptions. Each Series
also reserves the right to redeem all of the shares of a shareholder who does
not have a properly executed application on file with the purchasing
broker-dealer within 30 days.

OLDE MONEY MARKET SERIES reserves the right to redeem, upon 14 days'
written notice, all of the shares in this Series of a shareholder whose account
has a net asset value of less than $1,000. During the 14 day notice period, the
investor may make an additional investment in an amount which will increase the
value of the account to at least $1,000. Any redemption in an account which was
established with the minimum investment may cause the involuntary redemption of
all of the shares held in this Series.

OLDE PREMIUM MONEY MARKET SERIES reserves the right to redeem, upon 14
days' written notice, all of the shares in this Series of a shareholder whose
account has a net asset value of less than $5,000, or, at its option, to
exchange, also upon 14 days' written notice, all of the shares in this Series of
a shareholder whose account has a net asset value of less than $5,000 but at
least $1,000, for shares of the OLDE Money Market Series. Net asset value will
be determined at the close of business on the business day preceding the
redemption. During the 14 day notice period, the investor may make an additional
investment in an amount which will increase the value of the account to at least
$5,000. Any redemption in any account which was established with the minimum
investment may cause the involuntary redemption of all of the shares held in
this Series. To protect the investment performance of this Series, if an
investor's shares of this Series are involuntarily redeemed or exchanged, the
investor's future purchases of shares of (including exchange into) the OLDE
Premium Money Market Series may be refused for up to a 12 month period.
Checkwriting privileges may be terminated in the event of involuntary redemption
of shares in this Series.

OLDE PREMIUM PLUS MONEY MARKET SERIES reserves the right to redeem,
upon 14 days' written notice, all of the shares in this Series of a shareholder
whose account has a net asset value of less than $25,000, or at its option, to
exchange, also upon 14 days' written notice, all of the shares in this Series of
a shareholder whose account has a net asset value of less than $25,000 but at
least $5,000, for shares of the OLDE Premium Money Market Series. This Series
also reserves the right to exchange, upon 14 days'

15
<PAGE> 18

written notice all of the shares in this Series of a shareholder whose account
has a net asset value of less than $5,000 but at least $1,000, for shares of the
OLDE Money Market Series. Net asset value will be determined at the close of
business on the business day preceding the redemption. During the 14 day notice
period, the investor may make additional investments in an amount which will
increase the value of the account to at least $25,000. Any redemption in an
account which was established with the minimum investment may cause the
involuntary redemption of all of the shares held in this Series. This Series
also reserves the right to redeem all of the shares in this Series of a
shareholder who does not have a properly executed application on file with the
purchasing broker-dealer within 30 days. To protect the investment performance
of this Series, if an investor's shares are involuntarily redeemed or exchanged,
the investor's future purchase of (including exchange into) shares of this
Series may be refused for up to a 12 month period. The free checkwriting
privilege may be terminated in the event of involuntary redemption of shares in
this Series.

PERFORMANCE

From time to time, each Series may advertise its "yield" and
"effective yield." Both yield figures are based on historical earnings and are
not intended to indicate future performance. The "yield" of a Series refers to
the income generated by an investment in the Series over a seven-day period
(which period will be stated in the advertisement). This income is then
"annualized;" i.e., the amount of income generated by the investment during that
week is assumed to be generated each week over a 52-week period and is shown as
a percentage of the cost of the investment. The "effective yield" is calculated
similarly but, when annualized, the income earned by an investment in a Series
is assumed to be reinvested. The "effective yield" will be slightly higher than
the "yield" because of the compounding effect of this assumed reinvestment.

Each Series may periodically advertise using comparative performance
information of other mutual funds tracked by mutual fund rating services,
including data from Lipper Analytical Services, Inc., Bank Rate Monitor,
IBC/Donoghue's Money Fund Report and other industry publications, various
indices of investment performance, total return, United States Treasury
obligations, bank certificates of deposit, other investments for which reliable
performance data is available and the consumer price index.

HOW THE SERIES ARE MANAGED

The Board of Trustees of the Fund is primarily responsible for
overseeing the conduct of the Fund's business. The Board of Trustees elects

the officers of the Fund who are responsible for its and each of its Series'
day-to-day operations. OLDE Asset Management, Inc., registered under the
Investment Advisers Act of 1940, and whose principal office is located at 751
Griswold, Detroit, Michigan 48226, serves as each Series' investment adviser
(the "Adviser"). Registration of the Adviser does not involve any supervision of
management or investment practices or policies by the Securities and Exchange
Commission. The Adviser is a subsidiary of OLDE Financial Corporation, which
acts as a holding company for the following additional affiliates: OLDE Discount
Corporation, C.U. Brokerage Services, Inc., OLDE Clearing Corporation and
American Brokerage Services, Inc. The Adviser was incorporated in 1986 and has
acted as the investment adviser for each Series of the Fund since they commenced
operations.

Under the current Advisory Agreement with each Series, the Adviser will
receive a monthly management fee equal to an annual rate of the average daily
net asset value of each Series in accordance with the following schedule:

Series Annual Rate
------ -----------
OLDE Money Market Series 0.50%
OLDE Premium Money Market Series 0.30%
OLDE Premium Plus Money Market Series 0.15%

16
<PAGE> 19

The Adviser has voluntarily agreed to reimburse or waive any or all
expenses of OLDE Premium Plus Money Market Series which exceed .25% of average
net assets from January 1, 1997 until January 1, 1998. The Adviser may, in
its discretion, reimburse additional expenses of OLDE Premium Plus Money
Market Series.

The Advisory Agreement with each Series also provides for the
Adviser's reimbursement to each Series of the aggregate expenses of a Series
(excluding taxes, brokerage fees, and, to the extent permitted by state
securities laws, extraordinary expenses) which exceed 2% of its first $10
million in assets, 1 1/2% of the next $20 million and 1% of assets in excess
of $30 million.

The Adviser supervises and implements the investment activities of
each Series, including the making of specific decisions as to the purchase and
sale of portfolio investments. Among the responsibilities of the Adviser
under each Advisory Agreement is the selection of brokers and dealers through
whom transactions in each Series' portfolio investments will be effected. The
Adviser attempts to obtain the best execution for all such transactions. If
it is believed that more than one broker is able to provide the best execution,
the Adviser will consider the receipt of quotations and other market services
and of research, statistical and other data and the sale of shares of a Series
in selecting a broker. The Adviser is authorized to place agency orders for
securities with OLDE Discount for each Series. For further information, see
"Policies and Procedures Governing Portfolio Brokerage Transactions" in the
Statement of Additional Information for each Series.

Many of the clerical functions of the Fund, including shareholder
accounting and proxy tabulations, are performed by OLDE Discount Corporation in
its capacity as Transfer Agent and Dividend Disbursing Agent for each Series.
As compensation for such services, OLDE Discount receives an annual fixed fee of
$24.00 per Series account. OLDE Discount may contract with other entities to
perform some of the transfer agency and disbursing services for which it is
responsible, and may compensate such entities by payment to them of a portion of
the fees it earns therefrom.

Under a Plan and Agreement of Distribution pursuant to Rule 12b-1 of
the Investment Company Act of 1940 adopted by each Series, each Series may
reimburse the Distributor for certain activities in connection with distribution
of its shares. Each Plan was approved by the Board of Trustees, including a
majority of the trustees who are not interested persons of the Fund and who have
no direct or indirect financial interest in the operation of the Plan. The
principal activities and services which may be provided by and reimbursed to the
Distributor under the plans include: 1) compensation to sales representatives
of the Distributor and other broker-dealers; 2) sales incentives and bonuses to
sales representatives and to marketing personnel in connection with promoting
sales of the shares of a Series; 3) expenses incurred in connection with
promoting sales of a Series' shares; 4) preparing and distributing sales
literature for a Series; and 5) providing advertising and promotional
activities for a Series, including direct mail solicitation and television,
radio, newspaper, magazine and other media advertisements.

Reimbursements for these services will be made in monthly payments by
each Series to the Distributor. This reimbursement will not, in any event,
exceed an amount equal to a payment at an annual rate of:

OLDE Money Market Series 0.25 of 1%
OLDE Premium Money Market Series 0.15 of 1%
OLDE Premium Plus Money Market Series 0.15 of 1%

17
<PAGE> 20

No Plan permits unreimbursed expenses incurred in a particular
year to be carried over to or reimbursed in subsequent years.

18
<PAGE> 21

STATEMENT OF ADDITIONAL INFORMATION

OLDE Custodian Fund *OLDE PREMIUM PLUS MONEY MARKET SERIES
751 Griswold
Detroit, Michigan 48226

This Statement of Additional Information discusses OLDE Premium Plus Money
Market Series (the "Series"). The investment objective of the Series is
maximum current income consistent with preservation of capital and liquidity.
To achieve this objective, the Series invests in high quality, short-term money
market instruments, selected by its investment adviser, OLDE Asset Management,
Inc. (the "Adviser"). A Prospectus and separate Statements of Additional
Information, which contain information regarding the OLDE Money Market Series
and the OLDE Premium Money Market Series, are available without charge from the
Fund.

This Statement of Additional Information, dated February 28, 1997, is not a
Prospectus. It contains information in addition to, or further discussing,
that found in the Prospectus for the Series, dated February 28, 1997, and is
incorporated by reference in its entirety therein. No investment in shares of
the Series should be made without first reading the Prospectus. A Prospectus
may be obtained, without charge, by writing to the Fund's Distributor, OLDE
Discount Corporation ("OLDE Discount"), at 751 Griswold, Detroit, MI 48226,
calling your local OLDE Discount branch office, or by contacting any other
broker-dealer with whom OLDE Discount has a dealer agreement.

TABLE OF CONTENTS

Page

General Information About the Fund .......................... 2
Investment Restrictions ..................................... 2
Officers and Trustees ....................................... 3
Management of the Series .................................... 4
Investment Adviser .......................................... 4
Other Expenses of the Series ................................ 5
Custodian ................................................... 5
Transfer Agent .............................................. 6
Policies and Procedures Governing Portfolio Brokerage
Transactions ................................................ 6
Purchase and Redemption of Series Shares .................... 7
Dividends ................................................... 8
Net Asset Value ............................................. 8
Performance ................................................. 9
Financial Statements ........................................ 10
Distributor ................................................. 10
Miscellaneous ............................................... 10
Appendix .................................................... 11

<PAGE> 22

GENERAL INFORMATION ABOUT THE FUND AND THE SERIES

The Fund was established as a business trust under the laws of Massachusetts on
February 17, 1987 and is registered as an open-end management investment
company with the Securities and Exchange Commission (the "Commission"). The
Fund has one class of capital stock with a par value of $0.01. This stock is
currently issued in three series. In accordance with the Fund's Agreement and
Declaration of Trust, the number of shares in any series which the Fund may
issue is unlimited. The Board of Trustees is empowered to authorize the
creation of additional series of the Fund if the Board determines such action
to be in the best interest of the Fund. In no event will such action, if
taken, affect a series currently existing. Each series is treated as a
separate entity.

The Fund is not required to hold annual shareholders' meetings but will,
however, hold special shareholders' meetings as necessary to approve
fundamental policy changes, elect trustees and other matters requiring approval
of the shareholders in accordance with the Investment Company Act of 1940 (the
"1940 Act"). Voting is done by series on matters affecting an individual
series except when voting of Fund shares in the aggregate is required by the
1940 Act. Matters which affect a particular series would include the
investment objectives, policies and restrictions of that series.

The Series' Prospectus and this Statement of Additional Information do not
constitute an offering of the securities herein described in any state in which
such offering may not be lawfully be made. No salesman, dealer, or other
person is authorized to give any information or make any representation other
than those contained in the Prospectus and the Statement of Additional
Information.

The Series' Prospectus and this Statement of Additional Information omit
certain information contained in the Fund's Registration Statement filed with
the Commission. Copies of such information may be obtained from the Commission
upon payment of the prescribed fee.

The name "OLDE" included in the name of the Fund and each series is used
pursuant to license by the Distributor. If the distribution agreement between
the Distributor and the Fund is terminated, the name of the Fund and of each
series must be amended to delete the name OLDE.

INVESTMENT RESTRICTIONS

In order to maintain its status as a "diversified" management investment
company, the Series must meet certain requirements under the 1940 Act.
Seventy-five percent of the value of the Series' total assets must be
represented by cash and cash items (including receivables), U.S. Government
securities, securities of other investment companies and other securities for
the purposes of this calculation limited in respect of any one issuer to an
amount not greater in value than 5 percent of the value of the total assets of
the Series and to not more than 10 percent of the outstanding voting securities
of the issuer of the securities. Each series of the Fund represents a separate
entity which must comply with these diversification requirements.

The following restrictions are fundamental policy restrictions on investment by
the Series which may not be changed without approval by the vote of a majority
of the outstanding voting shares of the Series. The vote of a majority of the
outstanding voting shares means the vote, at a special meeting duly called, of
(A) 67 percent or more present at such meeting, if 50 percent are present or
represented by proxy, or (B) more than 50 percent of the outstanding voting
securities of the Series, whichever is less.

2
<PAGE> 23

In addition to the investment restrictions discussed in the Prospectus, the
Series may not:

1) purchase any security on margin except such short-term
credits as are necessary for the clearance of transactions;

2) participate on a joint or a joint and several basis in any
trading account in securities, except in connection with an
underwriting in which the Series is a participant;

3) effect a short sale of any security, except in connection
with an underwriting in which the Series is a participant;

4) purchase and sell real estate, real estate limited partnership
interests, commodities or commodity contracts;

5) purchase and sell interests in oil, gas, or other mineral
exploration or development programs;

6) make loans to other persons, except through the purchase of
debt obligations or repurchase agreements in accordance with its
investment objectives and policies;

7) purchase legally or contractually restricted securities the
value of which is in excess of 5 percent of the value of the
Series' total assets;

8) invest for control or management of the issuer of the
securities;

9) invest more than 25 percent of the value of its total assets
in any one industry (other than obligations of the U.S. Government or its
agencies or instrumentalities, certificates of deposit or bankers' acceptances);

10) invest more than 5 percent of the value of the Series' total
assets in equity securities of issuers which are not readily marketable;

11) purchase or retain the securities of any issuer if any of the
officers or trustees of the Fund or its investment adviser owning beneficially
more than 1/2 of 1 percent of the securities of such issuer together own more
than 5 percent of the securities of such issuer;

12) underwrite securities issued by others except to the extent the
Series may be deemed to be an underwriter under the Federal securities laws,
in connection with the disposition of portfolio securities;

13) issue senior securities as defined in the 1940 Act;

14) purchase or retain the securities of an insurance company if
the total invested would exceed 5 percent of the value of the Series' total
assets, unless the Commission has issued an order permitting such investment;

15) invest more than 5 percent of the value of its total assets in
warrants, and of this amount, no more than 2 percent of the total assets of any
series may be invested in warrants that are not listed on the New York Stock
Exchange or the American Stock Exchange (as a non-fundamental policy, the
Adviser has undertaken not to invest the Series' assets in warrants in any
amount); or

16) write, purchase or sell puts, calls or combinations of such
option contracts.

OFFICERS AND TRUSTEES

The members of the Board of Trustees and Officers of the Fund are responsible
for supervision and review of the management of the Fund and each series. The
names, positions and principal occupations of the trustees and principal
officers of the Fund during the past five years are as follows:

1. *Lisa S. Fildes, President, Secretary and Trustee. Ms. Fildes
is corporate attorney and Secretary of OLDE Discount Corporation.

3
<PAGE> 24

2. *Randal J. Mudge, Trustee. Mr. Mudge is a Director of OLDE
Discount Corporation.

3. William H. Volz, Trustee. Mr. Volz is Director of the Center
for Legal Studies at Wayne State University. Prior to August 1995, Mr. Volz
was Dean of Wayne State University, School of Business Administration.

4. Bruce H. Olson, Trustee. Dr. Olson is a Professor of Finance
at Miami University, Oxford, Ohio.

5. Charles C. Milliken, Trustee. Mr. Milliken is a Professor
of Management at Siena Heights College, Adrian, Michigan.

6. William R.D. Martin, Trustee. Mr. Martin is a Professor of
Business Administration at the University of Michigan, Dearborn.

7. *Mack H. Sutton, CPA, Vice President and Trustee. Mr. Sutton
is Vice President and Chief Financial Officer of OLDE Discount Corporation.

8. Lawrence R. Massa, CPA, Treasurer. Mr. Massa is employed by
OLDE Asset Management, Inc.

*These trustees are "interested persons" of the Company as defined in the
Investment Company Act of 1940.

The nonaffiliated trustees of the Fund receive as compensation $1,000 plus
expenses for each meeting of the Board of Trustees attended plus a $1,000
quarterly retainer. The trustees and officers affiliated with the Distributor
or the Investment Adviser receive no compensation or reimbursement from the
Fund for acting in those positions.

MANAGEMENT OF THE SERIES

The Board of Trustees of the Fund is primarily responsible for overseeing the
conduct of the Fund's and each series' business.

INVESTMENT ADVISER

Olde Asset Management, Inc. serves as investment adviser (the "Adviser") for
the Series pursuant to an Advisory Agreement dated September 10, 1991. The
Adviser also serves as the investment adviser for the Fund's two other series.
The Adviser is a wholly-owned subsidiary of OLDE Financial Corporation, a
Michigan corporation. OLDE Financial Corporation acts as a holding company for
the following additional affiliates: OLDE Discount Corporation, C.U. Brokerage
Services, Inc., OLDE Clearing Corporation and American Brokerage Services, Inc.
Some employees of the Adviser are also employees of OLDE Discount Corporation.
As compensation for its services, the Adviser receives an annual management fee
of .15% of average daily net assets of the Series and is paid monthly. The
Adviser's fees are charged to each series of the Fund separately, on the basis
of the value of average daily net assets attributable to that series. The
Adviser's Advisory Agreement with the Fund provides for reimbursement to the
Series of the aggregate expenses of the Series (excluding taxes, brokerage
fees, and, to the extent permitted by state securities laws, extraordinary
expenses) which exceed 2

4
<PAGE> 25

percent of the first $10 million of the Series' average net assets, 1 1/2
percent of the next $20 million in average net assets of the Series and 1
percent of average net assets over $30 million.

The Adviser has voluntarily agreed to reimburse or waive any or all expenses of
this Series which exceed .25% of average net assets from January 1, 1997 until
January 1, 1998. The Adviser may, in its discretion, reimburse additioal
expenses of this Series. Previously, the Adviser voluntarily agreed to waive
its management fee and accounting fee and reimburse all other expenses of the
Series until January 1, 1997. This voluntary action has been undertaken in
order to increase the yield to shareholders and reduce the Series' total
expenses.

The Advisory Agreement provides that the Adviser shall not be liable for any
error of judgment or law or any loss suffered by any series in connection with
the matters to which the Advisory Agreement relates, except a loss resulting
from willful misfeasance, bad faith or gross negligence in the performance of
its duties, or by reason of its reckless disregard of its duties under the
Agreement.

OTHER EXPENSES OF THE SERIES

The Series pays the fees of the Adviser, Custodian, and the Transfer Agent and
Shareholder Servicing Agent. The Series' service contractors bear the expenses
incurred in connection with the performance of their services. Additional
costs paid by the Series are attributable to expenses of operation including,
but not limited to: recordkeeping requirements, outside auditing and legal
services, required insurance premiums, the registrations of shares under
Federal and state securities laws, and all other expenses charged in connection
with the registration and issuance of Series shares.

Expenses of the Fund not directly attributable to any one series will be borne
by a particular series in the same proportion as the amount of assets invested
in such series bears to the total amount of assets invested in the Fund.

CUSTODIAN

The Custodian for the Series is The Bank of New York. The Custodian is
authorized and directed to hold all securities and monies at any time owned by
the Fund and to perform certain accounting and recordkeeping functions required
of an investment company by Federal, state and local laws, rules and
regulations. The Bank of New York may, in it discretion, appoint one or more
qualified banks, trust companies or securities depositories to act as its agent
in carrying out the provisions of the Custodian Agreement, provided that such
appointment will not relieve it of its responsibilities or liabilities under
the Custodian Agreement.

The Custodian receives a fee for its services to the Series based on the net
assets of the Series, certain transaction charges and reimbursement for its
out-of-pocket expenses.

TRANSFER AGENT

5
<PAGE> 26

OLDE Discount also acts as Transfer Agent and Dividend Disbursing Agent for the
Series. OLDE Discount is responsible for all shareholder servicing and share
registration activities (book entry form only), pursuant to an Agency
Agreement. In accordance with that agreement, OLDE Discount shall: issue and
redeem Series shares; process dividend and distribution payments to
shareholders; mail shareholder communications; respond to shareholder and other
inquiries; maintain shareholder accounts; and perform other related activities.
As compensation for its services, OLDE Discount receives an annual fixed fee of
$24.00 per Series account.

POLICIES AND PROCEDURES GOVERNING PORTFOLIO BROKERAGE TRANSACTIONS

Portfolio transactions are undertaken principally to pursue the investment
objectives of the Series in relation to movements in the general level of
interest rates, to invest money obtained from the sale of shares of the Series,
to reinvest proceeds from maturing portfolio securities and to meet redemptions
of shares of the Series. This may increase or decrease the yield of the Series
depending upon the Adviser's ability to time and execute such transactions on a
favorable basis. Since the Series' assets will be invested in instruments with
short maturities, its portfolio will turn over several times a year. Since
instruments with maturities of less than one year are excluded from required
portfolio turnover rate calculations, the Series' turnover rate for reporting
purposes is anticipated to be zero.

The Adviser is authorized to place orders for money market instruments with
various broker-dealers, including agency orders with OLDE Discount, the Fund's
Distributor, subject to the requirements of applicable laws and rules. The
Fund expects that purchases and sales of the Series' portfolio investments
usually will be principal transactions. Portfolio instruments will normally be
purchased directly from the issuer of the obligations or from an underwriter or
market maker for the issue. Purchases from underwriters will include a
commission or concession paid by the issuer to the underwriter, and purchases
from dealers serving as market makers will include the spread between the bid
and asked prices. Orders for securities must generally be placed by the
Adviser with a view to obtaining the best price and execution available. In
seeking to achieve the best combination of price and execution, the Adviser
must attempt to evaluate the overall quality and reliability of the
broker-dealers and the services provided, including research services, general
execution capability, reliability and integrity, willingness to take positions
in securities, general operations capabilities and financial condition. The
responsibility of the Adviser to attempt to obtain the best combination of the
price and execution does not obligate it to solicit a competitive bid for each
transaction; provided that the Adviser must solicit a competitive bid for any
transaction in the Series which has a principal value of $1 million or more.
Furthermore, the Adviser has no obligation to seek the lowest available cost to
the Series, so long as the Adviser determines in good faith that the
broker-dealer's commission, spread or discount is reasonable in relation to the
value of the execution and research services provided by such a broker-dealer
to the Series, the Adviser or Distributor when viewed in terms of that
particular transaction or the Adviser's overall responsibilities with respect
to all of its clients, including the Series, as to which it offers advice or
exercises investment discretion.

Certain procedures have been adopted by the Fund whereby the Fund's Board of
Trustees can determine the quality of execution and cost of all orders executed
by OLDE Discount. OLDE Discount is required to record for each transaction
executed by it: the time and price of execution, the bid and asked price
available at that time, the commission received, the exchange on which the
transaction was executed (unless such transaction was executed
over-the-counter), the security involved and the number of shares traded. The
record shall be compiled at least monthly and presented to the Fund's Board of
Trustees quarterly.

6
<PAGE> 27

PURCHASE AND REDEMPTION OF SERIES SHARES

Shares of the Series are sold at their net asset value next determined after an
order and payment are received as described in the Series' Prospectus. The
minimum initial and continuing investment in the Series is $25,000 and $1,000
for subsequent investments. These minimum amounts may be changed at any time.
A prospective investor wishing to purchase shares should use the appropriate
account application which may be obtained from OLDE Discount or another
participating broker-dealer.

On each business day OLDE Discount will automatically enter an order for Series
shares in an amount equal to the free credit balance in an electing investor's
OLDE Discount brokerage account as of the close of the previous business day.
If an electing investor's free credit balance is less than $1,000 on the
previous business day, that balance will not be invested in shares of the
Series but will remain as a credit balance in the investor's OLDE Discount
brokerage account. If securities purchases are scheduled to settle, adequate
cash will be held in the electing investor's brokerage account to settle the
transaction. Credit balances that stand as collateral for the electing
investor's obligations (such as a cash balance resulting from a short sale)
will be held in the investor's brokerage account and will not be available for
investment in the Series.

Shares of the Series may be exchanged, or be received in exchange, for the
shares of another Fund series. Exchanges will be made at the public offering
price of the shares exchanged.

OLDE Discount will automatically redeem an investor's shares in the Series to
satisfy a debit balance in the investor's OLDE Discount brokerage account or to
provide necessary cash collateral in the investor's OLDE Discount margin
account. Redemption of shares will occur to the extent necessary to settle
securities transactions if the free credit balance in an investor's brokerage
account the day before settlement date is insufficient.

Series shares may be redeemed upon the verbal request of a shareholder to an
OLDE Discount broker or any other participating broker-dealer. Shares will be
redeemed at the net asset value next determined after the request for
redemption is received by OLDE Discount on any day the New York Stock Exchange
(the "Exchange") and the Federal Reserve are open for business. Payment for
shares redeemed will normally be by check mailed the same or the next business
day but, in any event, within seven days of such request, absent exceptional
circumstances. The Series intends to pay cash for all shares redeemed, but
under exceptional circumstances which make cash payment not in the best
interest of the Series and its shareholders, the Series may make payment wholly
or partly in portfolio securities at their then market value equal to the
redemption price. Any portfolio securities issued as payment will be readily
marketable. On such occasions, an investor may incur brokerage costs in
converting securities to cash. The Series is obligated to redeem shares solely
in cash up to the lesser of $250,000 or one percent of the net asset of the
Series during any 90 day period for any one shareholder.

Automatic Redemptions. Shareholders of the Series may apply for the
checkwriting option of the Series, available under arrangement with The Bank of
New York, by completing an application form. After a shareholder's application
has been received and accepted for this option, an initial supply of checks
will be mailed to the shareholder. Checks may be written in the amount of $500
or more. A shareholder will continue to earn income on the amount of the check
until it clears. The Fund does not allow a Series account to be closed through
the use of the checkwriting option. Redemptions will be effected automatically
to satisfy debit balances created by checks written.

7
<PAGE> 28

As of the date of this Statement of Additional Information, there is no charge
to the shareholder for the checkwriting option if the shareholder maintains the
minimum continuing investment in the Series of $25,000. If a shareholder's
investment in the Series falls below $25,000, a transaction fee of $1 will be
charged to the shareholder's account for each check transaction until the
minimum continuing investment of $25,000 is restored. This fee may change at
any time. Checks may be returned unpaid and the debit card terminated if a
shareholder's investment in the Series falls below $5,000 at any time. A fee
of $25 may be charged if a check is returned for any reason. The amount of
this fee is subject to change without notice. Certain service fees may also
apply.

The Fund may suspend the investors' right of redemption for the Series during
any time when: 1) trading is restricted on the Exchange, as determined by the
Commission, or the Exchange is closed for other than customary weekends and
holidays; 2) the Commission has permitted such suspension by order; or 3) the
Commission has determined that an emergency exists, making disposal of
portfolio securities, or valuation of Series net assets, not reasonable
practicable. The Exchange currently recognizes the following holidays: New
Year's Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, and Christmas Day.

DIVIDENDS

On each day that the net asset value per share of the Series is determined, the
Series' net investment income will be declared at 4:00 p.m. (New York Time) as
a daily dividend to shareholders of record prior to the declaration. Unless a
shareholder elects to receive cash, shareholders will receive dividends in
additional shares of the Series. Shareholders wishing to receive their
dividends in cash may make their request to the Transfer Agent, prior to the
month in which such election shall commence. Dividends will be reinvested
monthly in full and fractional shares of the Series at the net asset value. If
cash payment is requested, checks will be mailed within five business days
after the last day of each month. The Series calculates its dividends based on
its daily net investment income. For this purpose, the net investment income
of the Series consists of accrued interest income (1) plus or minus amortized
discount or premium, (2) plus or minus all short-term realized gains and losses
on investment and (3) minus accrued expenses allocated to the Series.
Estimated expenses of the Series are accrued each day. Since the Series'
portfolio investments are valued at amortized cost, there will be no unrealized
gains or losses on such investments. However, should the net asset value of
the Series deviate significantly from market value, the Board of Trustees could
decide to value the investments at market value and unrealized gains and losses
would then be included in net investment income. Shareholders of the Series
will receive monthly statements of dividends and of purchase and redemption
transactions.

NET ASSET VALUE

As described in its Prospectus, the Series values it portfolio investments at
amortized cost, which means that they are valued at their acquisition cost, as
adjusted for amortization of premium or accretion of discount, rather than at
current market value. Periodic calculations are made to compare the value of
the Series' investments valued at amortized cost with market values. Market
valuations are obtained by using actual quotations provided by market makers,
estimates of market value or values obtained from yield data relating to
classes of money market instruments published by reputable sources at the mean
between the bid and asked prices for the instruments. If a deviation of 1/2 of
1 percent or more were to occur between the net asset value per share
calculated by reference to market values and the Series' $1.00 per share net
asset value, or if there were any other deviation

8
<PAGE> 29

which the Board of Trustees of the Fund believed would result in a material
dilution to shareholders or purchasers, the Board of Trustees would promptly
consider what action, if any, should be initiated. If the Series' net asset
value per share (computed using market values) declined, or was expected to
decline, below $1.00 (computed using amortized cost), the Board of Trustees of
the Fund might temporarily reduce or suspend dividend payments in an effort to
maintain the net asset value at $1.00 per share. As a result of such reduction
or suspension of dividends or other action by the Board of Trustees, an
investor would receive less income during a given period than if such a
reduction or suspension had not taken place. Such action could result in
investors receiving no dividend for the period during which they hold their
shares and receiving, upon redemption, a lower price per share than that which
they paid initially. On the other hand, if the Series' net asset value per
share (computed using market values) were to increase, or were anticipated to
increase above $1.00 (computed using amortized cost), the Board of Trustees of
the Fund might supplement dividends in an effort to maintain the net asset
value at $1.00 per share.

PERFORMANCE

As reflected in its Prospectus, the historical performance calculation for the
Series may be shown in the form of "current yield" and "effective yield".
These various measures of the performance are described below.

The Series' current yield is computed in accordance with a standardized method
prescribed by rules of the Commission. Under that method, the yield quotation
is based on a seven-day period and is computed for the Series as follows. The
first calculation is net investment income per share, which is accrued interest
on portfolio securities, plus accretion of discount and minus amortization of
premium, less accrued expenses. This number is then divided by the price per
share (expected to remain constant at $1.00) at the beginning of the period
("base period return"). The result is then divided by 7 and multiplied by 365
and the resulting yield figure is carried to the nearest one-hundredth of one
percent. Realized capital gains or losses and unrealized appreciation or
depreciation of investments are not included in the calculation.

The Series' effective yield which reflects the effects of compounding and
represents an annualization of the current yield, is determined by taking the
base period return (computed as described above) and calculating the effect of
assumed compounding. The formula for the effective yield is:

365/7
((base period return +1) )-1

The Series yield fluctuates, and the publication of an annualized yield
quotation is not a representation as to what an investment in the Series will
actually yield for any given future period. Actual yields will depend not only
on changes in interest rates on money market instruments during the period in
which the investment in the Series is held, but also on such matters as Series
expenses.

The comparative performance data referenced in the Series' prospectus may
include total return.

FINANCIAL STATEMENTS

Audited Financial Statements of the Series for the fiscal year ending October
31, 1996 with the Report of the Independent Auditors are contained in the
Series' Annual Report which is attached hereto and incorporated by reference
herein.

DISTRIBUTOR

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<PAGE> 30

The Fund has entered into a Principal Underwriting Agreement with OLDE
Discount, the Distributor, which is in effect until January 8, 1998, to
distribute the shares of the Series. The Principal Underwriting Agreement will
continue to be in force thereafter if approved at least annually by 1) the
Board of Trustees of the Series or by the vote of a majority of the outstanding
voting securities of the Series and 2) by a majority of the trustees of the
Fund, who are not parties to the underwriting agreement nor interested persons
of any such party, cast in person at a meeting called for the purpose of voting
on such approval.

The Distributor may sell Series shares to or through qualified dealers in
accordance with the provisions of the Principal Underwriting Agreement.

In accordance with a Plan and Agreement of Distribution (the "Agreement")
pursuant to Rule 12b-1 of the 1940 Act, the Distributor is entitled to
reimbursement of certain expenses of distribution of the share of the Series.
The Agreement continues in effect from year to year so long as such continuance
is approved at least annually by an in-person vote of the Board of Trustees of
the Fund, including the trustees who are not interested persons of the Fund and
who have no direct or indirect financial interest in the Agreement. The
Agreement automatically terminates in the event of its assignment and may be
terminated at any time without penalty by the Fund or the Distributor upon six
months' notice. The Series shall reimburse the Distributor for distribution
expenses in an amount not to exceed .15% of the value of the Series' average
net assets.

MISCELLANEOUS

Indemnification of Trustees

The Fund will indemnify each of its trustees and officers against, and pay on
their behalf, all liabilities and expenses reasonably incurred by them in
connection with the defense or disposition of any action, suit or other
proceeding, before any court or administrative or legislative body, in which
the trustee or officer may be, or may have been, involved as a party or
otherwise, while in office or thereafter, by reason of being or having been a
trustee or officer. Neither a trustee nor an officer will be indemnified in
any action, suit or other proceeding, in which the trustee or officer is
determined to be liable to the Fund or its shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office. Such determination shall be made by
either a) a majority of the disinterested trustees of the Fund who are not
parties to the relevant proceedings, or b) a written opinion to that effect
from independent legal counsel or c) a final decision on the merits by a court
that the person's liability did not arise from such conduct.

Independent Auditors

Ernst & Young, LLP, located at One Detroit Center, Suite 1700, 500 Woodward
Ave., Detroit, MI 48226, are the independent auditors for the Fund. The
selection of independent auditors is subject to annual ratification by the
Board of Trustees.

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<PAGE> 31

Current Yield

For the 7 day period ended October 31, 1996, the current yield of the Series
was 5.50%. If the Adviser's reimbursement policy was not in effect during this
period, the current yield would have been 5.10%.*

Effective Yield

For the 7 day period ended October 31, 1996, the effective yield of the Series
was 5.65%. If the Adviser's reimbursement policy was not in effect during this
period, the effective yield would have been 5.23%.*

*The Adviser voluntarily agreed to waive its management fee and accounting fee
and reimburse all other expenses of the Series until January 1, 1997. From
January 1, 1997 until January 1, 1998, the Adviser has voluntarily agreed to
reimburse or waive any or all expenses of the Series which exceed .25% of
average net assets of the Series. The Adviser may, in its discretion,
reimburse additional expenses of the Series during this period.

APPENDIX - RATINGS OF INVESTMENTS

COMMERCIAL PAPER RATINGS

A-1, A-2 AND PRIME-1, PRIME-2 COMMERCIAL PAPER RATINGS

Commercial paper rated by Standard & Poor's Corporation has the following
characteristics: Liquidity ratios are adequate to meet cash requirements.
Long-term senior debt is rated "A" or better. The issuer has access to at
least two additional channels of borrowing. Basic earnings and cash flow have
an upward trend with allowance made for unusual circumstances. Typically, the
issuer's industry is well established and the issuer has a strong position
within the industry. The reliability and quality of management are
unquestioned. Relative strength or weakness of the above factors determine
whether the issuer's commercial paper is rated A-1, A-2 or A-3.

The ratings Prime-1 and Prime-2 are the two highest commercial paper ratings
assigned by Moody's Investors Service, Inc. Among the factors considered by
them in assigning ratings are the following: (1) evaluation of the management
of the issuer; (2) economic evaluation of the issuer's industry or industries
and an appraisal of speculative-type risks which may be inherent in certain
areas; (3) evaluation of the issuer's products in relation to competition and
customer acceptance; (4) liquidity; (5) amount and quality of long-term debt;
(6) trend of earnings over a period of ten years; (7) financial strength of a
parent company and the relationships which exist with the issuer; and (8)
recognition by the management of obligations which may be present or may arise
as a result of public interest questions and preparations to meet such
obligations. Relative strength or weakness of the above factors determines
whether the issuer's commercial paper is rated Prime-1, 2 or 3.

MIG-1 AND MIG-2 MUNICIPAL NOTES

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<PAGE> 32

importance in the short run. Loans designated MIG-1 are of the best quality,
enjoying strong protection from established cash flows of funds for their
servicing or from established and broad-based access to the market for
refinancing, or both. Loans designated MIG-2 are of high quality, with margins
of protection ample although not so large as in the preceding group.

STANDARD & POOR'S CORPORATION BOND RATINGS, CORPORATE BONDS

Aaa. This is the highest rating assigned by Standard & Poor's Corporation to
a debt obligation and indicates an extremely strong capacity to pay principal
and interest.

Aa. Bonds rated AA also qualify as high-quality debt obligations. Capacity
to pay principal and interest is very strong, and i the majority of instances
they differ from AAA issues only in small degree.

A. Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions.

MOODY'S INVESTORS SERVICE, INC. BOND RATINGS

Aaa. Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.

Aa. Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long term risks appear somewhat larger than in Aaa
securities.

A. Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.

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<PAGE> 33

STATEMENT OF ADDITIONAL INFORMATION

OLDE Custodian Fund *OLDE PREMIUM MONEY MARKET SERIES
751 Griswold
Detroit, Michigan 48226

This Statement of Additional Information discusses the OLDE Premium Money Market
Series (the "Series"). The investment objective of the Series is maximum
current income consistent with preservation of capital and liquidity. To
achieve this objective, the Series invests in high quality, short-term money
market instruments selected by its investment adviser, OLDE Asset Management,
Inc. (the "Adviser"). A Prospectus and separate Statements of Additional
Information which contain information regarding OLDE Money Market Series, and
OLDE Premium Plus Money Market Series are available without charge from the
Fund.

This Statement of Additional Information, dated February 28, 1997, is not a
Prospectus. It contains information in addition to, or further discussing, the
information in the Prospectus for the Series, dated February 28, 1997, and is
incorporated by reference in its entirety therein. No investment in shares of
the Series should be made without first reading the Prospectus. A Prospectus may
be obtained, without charge, by writing to the Fund's Transfer Agent, OLDE
Discount Corporation, Inc., ("OLDE Discount") at 751 Griswold, Detroit, MI
48226, or by calling your local OLDE Discount branch office or by contacting any
other broker-dealer with whom OLDE Discount has a dealer agreement. OLDE
Discount also serves as the Distributor of the Series.

TABLE OF CONTENTS

Page

General Information About the Fund and the Series ........... 2
Investment Restrictions ..................................... 2
Officers and Trustees ....................................... 3
Management of the Series .................................... 4
Investment Adviser .......................................... 4
Other Expenses of the Series ................................ 5
Custodian ................................................... 5
Transfer Agent .............................................. 5
Policies and Procedures Governing Portfolio Brokerage
Transactions ................................................ 6
Purchase and Redemption of Series Shares .................... 6
Dividends ................................................... 7
Net Asset Value ............................................. 8
Performance ................................................. 8
Financial Statements ........................................ 9
Distributor ................................................. 9
Miscellaneous ............................................... 10
Appendix .................................................... 11

<PAGE> 34

GENERAL INFORMATION ABOUT THE FUND AND THE SERIES

The Fund was established as a business trust under the laws of Massachusetts on
February 17, 1987 and is registered as an open-end management investment
company with the Securities and Exchange Commission (the "Commission"). The
Fund has one class of capital stock with a par value of $0.01 per share. The
shares are currently issued in three series. In accordance with the Fund's
Agreement and Declaration of Trust, the number of shares in any series which
the Fund may issue is unlimited. The Board of Trustees is empowered to
authorize the creation of additional series of the Fund if the Board determines
such action to be in the best interest of the Fund. In no event will such
action, if taken, affect a series currently existing. Each series is treated
by the Fund as a separate entity.

The Fund is not required to hold annual shareholders' meetings but will,
however, hold special shareholders' meetings as necessary to approve
fundamental policy changes, elect trustees and consider any other matters
requiring approval of the shareholders in accordance with the Investment
Company Act of 1940 (the "1940 Act"). Voting is done by series on matters
affecting an individual series except when voting of Fund shares in the
aggregate is required by the 1940 Act. Matters affecting a particular series
would include the investment objectives, policies and restrictions of that
Series.

The Series' Prospectus and this Statement of Additional Information do not
constitute an offering of the securities herein described in any state in which
such offering may not lawfully be made. No salesman, dealer, or other person
is authorized to give any information or make any representation other than
those contained in the Prospectus and this Statement of Additional Information.

INVESTMENT RESTRICTIONS

In order to maintain its status as a "diversified" management investment
company, the Series must meet certain requirements under the 1940 Act.
Seventy-five percent of the value of the Series' total assets must be
represented by cash and cash items (including receivables), U.S. Government
securities, securities of other investment companies and other securities for
the purposes of this calculation limited in respect of any one issuer to an
amount not greater in value than 5 percent of the value of the total assets of
the Series and to not more than 10 percent of the outstanding voting securities
of the issuer of the securities. Each series of the Fund is treated as a
separate entity which must comply with these diversification requirements.

The following restrictions are fundamental policy restrictions on investments
by the Series which may not be changed without approval by the vote of a
majority of the outstanding shares of the Series. The vote of a majority of
the outstanding shares means the vote, at a special meeting duly called, of
(A) 67 percent or more

2
<PAGE> 35

Series shares present at such meeting, if 50 percent of Series shares are
present or represented by proxy, or (B) more than 50 percent of the outstanding
shares of the Series, whichever is less.

In addition to the investment restrictions discussed in the Prospectus, the
Series may not:

1) purchase any security on margin except to the extent such
short-term credits are necessary for the clearance of
transactions;

2) participate on a joint or a joint and several basis in any
trading account in securities, except in connection with an
underwriting in which the Series is a participant;

3) effect a short sale of any security, except in connection
with an underwriting in which the Series is a participant;

4) purchase and sell real estate, real estate limited
partnership interests, commodities or commodity contracts;

5) purchase and sell interests in oil, gas or other mineral
exploration or development programs;

6) make loans to other persons, except through the purchase of
debt obligations or repurchase agreements in accordance with its
investment objectives and policies;

7) purchase legally or contractually restricted securities the
value of which is in excess of 5 percent of the value of the
Series' total assets;

8) invest for control or management of the issuer of the
securities;

9) invest more than 25 percent of the value of its total assets
in any one industry (other than obligations of the U.S. Government, its
agencies or instrumentalities, certificates of deposit or bankers' acceptances);

10) invest more than 5 percent of the value of the Series' total
assets in equity securities of issuers which are not readily marketable;

13) issue senior securities as defined in the 1940 Act;

15) invest more than 5 percent of the value of its total assets in
warrants, and of this amount, no more than 2 percent of the total assets of any
series may be invested in warrants that are not listed on the New York Stock
Exchange or the American Stock Exchange; as a non-fundamental policy, the
Adviser has undertaken not to invest in warrants in any amount; or

16) write, purchase or sell puts, calls or combinations of such
option contracts.

OFFICERS AND TRUSTEES

The members of the Board of Trustees and officers of the Fund are responsible
for the supervision and review of the management of the Fund and each series.
The names, positions and principal occupations of the trustees and principal
officers of the Fund during the past five years are as follows:

3
<PAGE> 36

1. *Lisa S. Fildes, President, Secretary and Trustee. Ms. Fildes
is corporate attorney and Secretary of OLDE Discount.

2. *Randal J. Mudge, Trustee. Mr. Mudge is a Director of OLDE
Discount.

4. Bruce H. Olson, Trustee. Dr. Olson is a Professor of Finance
at Miami University, Oxford, Ohio.

5. Charles C. Milliken, Trustee. Mr. Milliken is a Professor of
Management at Siena Heights College, Adrian, Michigan.

6. William R.D. Martin, Trustee. Mr. Martin is a Professor of
Business Administration at the University of Michigan, Dearborn.

7. *Mack H. Sutton, CPA, Vice President and Trustee. Mr. Sutton
is Vice President and Chief Financial Officer of OLDE Discount Corporation.

8. Lawrence R. Massa, CPA, Treasurer. Mr. Massa is employed by
OLDE Asset Management, Inc.

*These trustees are "interested persons" of the Fund as defined in the
Investment Company Act of 1940.

The nonaffiliated trustees of the Fund receive as compensation $1,000 plus
expenses for each meeting of the Board of Trustees attended plus a $1,000
quarterly retainer. The trustees and officers affiliated with the Distributor
or the Adviser receive no compensation or reimbursement from the Fund for
acting in those positions.

MANAGEMENT OF THE SERIES

The Board of Trustees of the Fund is primarily responsible for overseeing the
conduct of the Fund's and each series' business.

INVESTMENT ADVISER

OLDE Asset Management, Inc. (the "Adviser") serves as investment adviser for
the Series pursuant to an Advisory Agreement dated April 14, 1990. The Adviser
is a wholly-owned subsidiary of OLDE Financial Corporation, a Michigan
corporation. OLDE Financial Corporation acts as a holding company for the
following additional affiliates: OLDE Discount, C.U. Brokerage Services, Inc.,
OLDE Clearing Corporation and American Brokerage Services, Inc. Some employees
of the Adviser are also employees of OLDE Discount.

As compensation for its services, the Adviser receives an annual management fee
of .30% of average daily net assets of the Series and is paid monthly. Fees
are charged to each series of the Fund separately on the basis of the value of
the average daily net assets attributable to that series. The Adviser's
Advisory Agreement with the

4
<PAGE> 37

Fund provides for reimbursement to the Series of the aggregate expenses of the
Series (excluding taxes, brokerage fees, and, to the extent permitted by state
securities laws, extraordinary expenses) which exceed 2 percent of the first
$10 million of the Series' average net assets, 1 1/2 percent of the next $20
million in average net assets of the Series and 1 percent of average net assets
over $30 million.

The Advisory Agreement provides that the Adviser shall not be liable for any
error of judgment or law or any loss suffered by the Series in connection with
the matters to which the Advisory Agreement relates except a loss resulting
from willful misfeasance, bad faith or gross negligence in the performance of
its duties, or by reason of its reckless disregard of its duties under the
Advisory Agreement.

OTHER EXPENSES OF THE SERIES

The Series pays the fees of the Adviser, Custodian and the Transfer Agent and
Shareholder Servicing agent. The Series' service contractors bear the expenses
incurred in connection with the performance of the services. Additional costs
paid by the Series are attributable to expenses of operation including, but not
limited to: recordkeeping requirements, outside auditing and legal services,
required insurance premiums, the registration of shares under Federal and state
securities laws and all other expenses charged in connection with the
registration and issuance of Series shares.

CUSTODIAN

The Custodian of the Series is The Bank of New York. The Custodian is
authorized to hold all securities and monies at any time owned by the Series
and to perform certain accounting and recordkeeping functions required of an
investment company by Federal, state and local laws, rules and regulations.
Bank of New York may, in its discretion, appoint one or more qualified banks,
trust companies or securities depositories to act as its agent in carrying out
the provisions of the Custodian Agreement, provided that such appointment will
not relieve it of its responsibilities or liabilities under the Custodian
Agreement.

The Custodian receives a fee for its services provided to the Series based on
the net assets of the Series, certain transaction charges and reimbursement for
its out-of-pocket expenses.

TRANSFER AGENT

OLDE Discount is Transfer Agent and Dividend Disbursing Agent for the Fund.
OLDE Discount is responsible for all shareholder servicing and share
registration activities (book entry form only), pursuant to a Transfer Agency
Agreement. In accordance with that agreement, OLDE Discount issues and redeems
Series shares; processes dividend and distribution payments to shareholders;
prepares and mails customer account statements; mails shareholder
communications; responds to shareholder and other inquiries; maintains
shareholder accounts; and performs other related activities. As compensation
for its services, OLDE Discount receives an annual fixed fee of $24.00 per
Series account.

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<PAGE> 38

POLICIES AND PROCEDURES GOVERNING PORTFOLIO BROKERAGE TRANSACTIONS

The Adviser is authorized to place orders for money market instruments with
various broker-dealers, including agency orders with OLDE Discount, the Fund's
Distributor, subject to the requirements of applicable laws and rules. The
Fund expects that purchases and sales of the Series' portfolio investments
usually will be principal transactions. Portfolio instruments will normally be
purchased directly from the issuer of the obligations or from an underwriter or
market maker for the issue. Purchases from underwriters will include a
commission or concession paid by the issuer to the underwriter, and purchases
from dealers serving as market makers will include the spread between the bid
and asked prices. Orders for securities will generally be placed by the
Adviser with a view toward obtaining the best price and execution available.
In seeking to achieve the best combination of price and execution, the Adviser
must attempt to evaluate the overall quality and reliability of the
broker-dealers and the services provided, including research services, general
execution capability, reliability and integrity, willingness to take positions
in securities, general operational capabilities and financial condition. The
responsibility of the Adviser to attempt to obtain the best combination of
price and execution does not obligate it to solicit a competitive bid for each
transaction; provided, however, that the Adviser must solicit a competitive bid
for any transaction in the Series which has a principal value of $1 million or
more. Furthermore, the Adviser has no obligation to seek the lowest available
cost to the Series, so long as the Adviser determines in good faith that the
broker-dealer's commission, spread or discount is reasonable in relation to the
value of the execution and research services provided by such a broker-dealer
to the Series, the Adviser or Distributor when viewed in terms of that
particular transaction or the Adviser's overall responsibilities with respect
to all of its clients, including the Series, as to which it offers advice or
exercises investment discretion.

Certain procedures have been adopted by the Fund whereby the Fund's Board of
Trustees can determine the quality of execution and cost of all orders executed
by OLDE Discount. OLDE Discount is required to record for each transaction
executed by it: the time and price of execution, the exchange on which the
transaction was executed (unless such transaction was executed
over-the-counter), the security involved and the number of shares traded. The
record must be compiled at least monthly and presented to the Fund's Board of
Trustees quarterly.

PURCHASE AND REDEMPTION OF SERIES SHARES

Shares of the Series are sold at their net asset value next determined after an
order and payment are received as described in the Series' Prospectus. The
minimum initial and continuing investment is $5,000 and $1,000 for subsequent
investments, but such minimum amounts may be changed at any time. A
prospective investor wishing to open an account should use the appropriate
account application which may be obtained from OLDE Discount or the other
participating broker-dealer.

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<PAGE> 39

On each business day OLDE Discount will automatically enter an order for Series
shares in an amount equal to the free credit balance in an electing investor's
OLDE Discount brokerage account as of the previous business day. If an
investor's free credit balance is less than $1,000 on the last business day, it
will not be invested but will remain as a credit balance in the investor's OLDE
Discount brokerage account. If securities purchases are scheduled to settle,
adequate cash will be held in the investor's brokerage account to settle the
transaction. Credit balances that stand as collateral for the investor's
obligations (such as cash balance resulting from a short sale) will be held in
the investor's brokerage account and will not be available for investment in
the Series.

Shares of the Series may be exchanged, or be received in exchange, for the
shares of another Fund series. Exchanges will be made at the public offering
price of the shares exchanged.

OLDE Discount will automatically redeem an investor's shares in the Series to
satisfy a debit balance in the investor's brokerage account or to provide
necessary cash collateral in the investor's margin account. Redemption of
shares will occur to the extent necessary to settle securities transactions if
the free credit balance in an investor's brokerage account the day before
settlement date is insufficient.

Series shares may be redeemed upon the verbal request of a shareholder to an
OLDE Discount broker or other participating broker-dealer. Shares will be
redeemed at the net asset value next determined after the request for
redemption is received by OLDE Discount. Payment for shares redeemed will
normally be by check mailed the same or the next business day but, in any
event, within seven days of such request, absent exceptional circumstances.
The Series intends to pay cash for all shares redeemed, but under exceptional
circumstances which make cash payment not in the best interest of the Series
and its shareholders, the Series may make payment wholly or partly in portfolio
instruments at their then market value equal to the redemption price. Any
portfolio instruments issued as payment will be readily marketable. On such
occasions, an investor may incur brokerage costs in converting money market
instruments to cash. The Series is obligated to redeem shares solely in cash
up to the lesser of $250,000 or one percent of the net assets of the Series
during any 90 day period for any one shareholder.

The Fund may suspend the investors' right of redemption for the Series during
any time when: 1) trading is restricted on the New York Stock Exchange (the
"Exchange"), as determined by the Commission, or the Exchange is closed for
other than customary weekends and holidays; 2) the Commission has permitted
such suspension by order; or 3) the Commission has determined that an emergency
exists, making disposal of portfolio securities, or valuation of Series net
assets, not reasonably practicable. The Exchange currently recognizes the
following holidays: New Year's Day, President's Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

DIVIDENDS

7
<PAGE> 40

shares of the Series at the net asset value. If cash payment is requested,
checks will be mailed within five business days after the last day of each
month.

The Series calculates its dividends based on its daily net investment income.
For this purpose, the net investment income of the Series consists of accrued
interest income (1) plus or minus amortized discount or premium, (2) plus or
minus all short-term realized gains and losses on investment and (3) minus
accrued expenses allocated to the Series. Estimated expenses of the Series are
accrued each day. Since the Series' portfolio investments are valued at
amortized cost, there will normally be no unrealized gains or losses on such
investments. However, should the net asset value of the Series deviate
significantly from market value, the Board of Trustees could decide to value
the investments at market value and unrealized gains and losses would then be
included in net investment income.

Shareholders will receive monthly statements of dividends and of purchase and
redemption transactions.

NET ASSET VALUE

As described in its Prospectus, the Series values its portfolio investments at
amortized cost, which means that they are valued at their acquisition cost, as
adjusted for amortization of premium or accretion of discount, rather than at
current market value. Periodic calculations are made to compare the value of
the Series' investments valued at amortized cost with market values. Market
valuations are obtained by using actual quotations provided by market makers,
estimates of market value or values obtained from yield data relating to
classes of money market instruments published by reputable sources at the mean
between the bid and asked prices for the instruments. If a deviation of 1/2 of
1 percent or more were to occur between the net asset value per share
calculated by reference to market values and the Series' $1.00 per share net
asset value, or if there were any other deviation which the Board of Trustees
believed would result in a material dilution to shareholders or purchasers, the
Board of Trustees would promptly determine what action, if any, should be
initiated to correct the deviation. If the Series' net asset value per share
(computed using market values) declined, or was expected to decline, below
$1.00 (computed using amortized cost), the Board of Trustees of the Fund might
temporarily reduce or suspend dividend payment in an effort to maintain the net
asset value at $1.00 per share. As a result of such reduction or suspension of
dividends or other action by the Board of Trustees, an investor would receive
less income during a given period than if such a reduction or suspension had
not taken place. Such action could result in investors receiving no dividend
for the period during which they hold their shares and receiving, upon,
redemption, a lower price per share than that which they paid initially. On
the other hand, if the Series' net asset value per share (computed using market
values) was to increase, or was anticipated to increase above $1.00 (computed
using amortized cost), the Board of Trustees of the Fund might supplement
dividends in an effort to maintain the net asset value at $1.00 per share.

PERFORMANCE

As reflected in it Prospectus, the historical performance calculation for the
Series may be shown in the form of "current yield" and "effective yield".
These various measures of performance are described below.

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<PAGE> 41

securities, plus accretion of discount and minus amortization of premium less
accrued expenses. This number is then divided by the price per share (expected
to remain constant at $1.00) at the beginning of the period ("base period
return"). The result is then divided by 7 and multiplied by 365 and the
resulting yield figure is carried to the nearest one-hundredth of one percent.
Realized capital gains or losses and unrealized appreciation or depreciation of
investments are not included in the calculation.

The Series' effective yield, which reflects the effects of compounding and
represents an annualization of the current yield, is determined by taking the
base period return (computed as described above) and calculating the effect of
assumed compounding. The formula for the effective yield is:

365/7
((base period return +1) )-1

The Series' yield fluctuates, and the publication of an annualized yield
quotation is not a representation as to what an investment in the Series will
actually yield for any future period. Actual yields will depend not only on
changes in interest rates of money market instruments during the period in
which the investment in the Series is held, but also on such matters as the
Series' expenses.

The comparative performance data referenced in the Series' prospectus may
include total return.

FINANCIAL STATEMENTS

DISTRIBUTOR

The Fund has entered into a Principal Underwriting Agreement with OLDE
Discount, which is in effect until January 8, 1998 to distribute the shares of
the Series. The Principal Underwriting Agreement will continue to be in force
thereafter if approved at least annually by 1) the Board of Trustees of the
Series or by the vote of a majority of the outstanding voting securities of the
Series and 2) by a majority of the trustees of the Fund who are not parties to
the underwriting agreement nor interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval.

The Distributor may sell Series shares to or through qualified dealers in
accordance with the provisions of the Principal Underwriting Agreement. In
accordance with a Plan and Agreement of Distribution (the "Agreement") adopted
pursuant to Rule 12b-1 of the 1940 Act, the Distributor is entitled to
reimbursement of certain expenses of distribution of shares of the Series. The
Agreement continues in effect from year to year so long as such continuance is
approved at least annually by a vote of the Board of Trustees of the Fund,
including the trustees who are not interested persons of the Fund and who have
no direct or indirect financial interest in the Agreement. The Agreement
automatically terminates in the event of its assignment and may be terminated
at any time without penalty by the Series or the Distributor upon six months'
notice. The Series is required to reimburse the Distributor for distribution
expenses in an amount not to exceed .15% of the value of the Series' average
daily net assets.

MISCELLANEOUS

9
<PAGE> 42

Indemnification of Trustees

The Fund will indemnify each of its trustees and officers against, and pay on
their behalf, all liabilities and expenses reasonably incurred by them in
connection with the defense or disposition of any action, suit or other
proceeding, before any court or administrative or legislative body, in which
the trustee or officer may be, or may have been, involved as a party or
otherwise, while in office or thereafter, by reason of being or having been a
trustee or officer. Neither a trustee nor an officer will be indemnified in
any action, suit or other proceeding, in which the trustee or officer is
determined to be liable to the Fund or its shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office. Such determination shall be made by
either a) a majority of the disinterested trustees of the Fund who are not
parties to the relevant proceeding, or b) a written opinion to that effect from
independent legal counsel or c) a final decision on the merits by a court that
the person's liability did not arise from such conduct.

Independent Auditors

Current Yield

For the 7 day period ended October 31, 1996, the current yield of the Series
was 4.97%.

Effective Yield

For the 7 day period ended October 31, 1996, the effective yield of the Series
was 5.09%.

APPENDIX - RATINGS OF INVESTMENTS

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<PAGE> 43

COMMERCIAL PAPER RATINGS

A-1, A-2 AND PRIME-1, PRIME-2 COMMERCIAL PAPER RATINGS

Typically, the issuer's industry is well established and the issuer has a
strong position within the industry. The reliability and quality of management
are unquestioned. Relative strength or weakness of the above factors determine
whether the issuer's commercial paper is rated A-1, A-2 or A-3.

MIG-1 and MIG-2 Municipal Notes

Moody's Investors Service, Inc.'s ratings for state and municipal notes and
other short-term loans will be designated Moody's Investment Grade (MIG). This
distinction is in recognition of the differences between short-term credit risk
and long-term risk. Factors affecting the liquidity of the borrower are
uppermost in importance in short-term borrowing, while various factors of the
first importance in bond risk are of lesser importance in the short run. Loans
designated MIG-1 are of the best quality, enjoying strong protection from
established cash flows of funds for their servicing or from established and
broad-based access to the market for refinancing, or both. Loans designated
MIG-2 are of high quality, with margins of protection ample although not so
large as in the preceding group.

STANDARD & POOR'S CORPORATION BOND RATINGS

AAA. This is the highest rating assigned by Standard & Poor's Corporation to
a debt obligation and indicates an extremely strong capacity to pay principal
and interest.

AA. Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances
they differ from AAA issues only in small degree.

A. Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions.

MOODY'S INVESTORS SERVICE, INC. BOND RATINGS

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<PAGE> 44

A. Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.

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<PAGE> 45

STATEMENT OF ADDITIONAL INFORMATION

OLDE Custodian Fund *OLDE MONEY MARKET SERIES
751 Griswold
Detroit, Michigan 48226

This Statement of Additional Information discusses the OLDE Money Market Series
(the "Series"). The investment objectives of the Series are high current
income, preservation of capital and liquidity. To achieve these objectives,
the Series invests in short-term money market securities, selected by its
investment adviser (the "Adviser"), OLDE Asset Management, Inc. A Prospectus
and separate Statements of Additional Information, which contain information
regarding OLDE Premium Money Market Series, and OLDE Premium Plus Money Market
Series are available without charge from the Fund.

This Statement of Additional Information, dated February 28, 1997, is not a
Prospectus. It contains information in addition to, or further discussing, the
information in the Prospectus for the Series, dated February 28, 1997, and is
incorporated by reference in it entirety therein. No investment in shares of
the Series should be made without first reading the Prospectus. A Prospectus
may be obtained, without charge, by writing to the Fund's Transfer Agent, OLDE
Discount Corporation ("OLDE Discount"), at 751 Griswold, Detroit, MI 48226,
calling your local OLDE Discount branch office, or contacting any other
broker-dealer with whom OLDE Discount has a dealer agreement. OLDE Discount
also serves as the Distributor of the Series.

TABLE OF CONTENTS

Page

General Information About the Fund and the Series .............. 2
Investment Restrictions ........................................ 2
Officers and Trustees .......................................... 3
Management of the Series ....................................... 4
Investment Adviser ............................................. 4
Other Expenses of the Series ................................... 5
Custodian ...................................................... 5
Transfer Agent ................................................. 5
Policies and Procedures Governing Portfolio Brokerage
Transactions ................................................... 6
Purchase and Redemption of Series Shares ....................... 6
Dividends ...................................................... 7
Net Asset Value ................................................ 8
Performance .................................................... 8
Financial Statements ........................................... 9
Distributor .................................................... 9
Miscellaneous .................................................. 10
Appendix ....................................................... 11

<PAGE> 46

GENERAL INFORMATION ABOUT THE FUND AND THE SERIES

The Fund was established as a business trust under the laws of Massachusetts on
February 17, 1987 and is registered as an open-end management investment
company with the Securities and Exchange Commission. The Fund has one class of
capital stock with a par value of $0.01. This stock is currently issued in
three series. In accordance with the Fund's Agreement and Declaration of
Trust, the number of shares in any series which the Fund may issue is
unlimited. The Board of Trustees is empowered to authorize the creation of
additional series if the Board determines such action to be in the best
interest of the Fund. In no event will such action, if taken, affect a series
currently existing. Each series is treated as a separate entity.

The Fund is not required to hold annual shareholders' meetings but will,
however, hold special shareholders' meetings as necessary to approve
fundamental policy changes, elect trustees and for other matters requiring
approval of the shareholders in accordance with the Investment Company Act of
1940. Votes are made by series on matters affecting an individual series
except when voting in the aggregate is required by the Investment Company Act
of 1940. Matters which affect a particular series would include the investment
objectives, policies and restrictions of that series.

The Series' Prospectus and this Statement of Additional Information omit
certain information contained in the Fund's Registration Statement filed with
the Securities and Exchange Commission (the "Commission"). Copies of such
information may be obtained from the Commission upon payment of the prescribed
fee.

INVESTMENT RESTRICTIONS

In order to maintain its status as a "diversified" management company, the
Series must meet certain requirements. Seventy-five percent of the value of
the Series' total assets must be represented by cash and cash items (including
receivables), U.S. Government securities, securities of other investment
companies and other securities for the purposes of this calculation limited in
respect of any one issuer to an amount not greater in value than 5 percent of
the value of the total assets of the Series and to not more than 10 percent of
the outstanding voting securities of the issuer of the securities. Each series
of the Fund represents a separate entity which must comply with these
diversification requirements.

The following restrictions are fundamental policy restrictions which may not be
changed without approval by the vote of a majority of the outstanding shares of
the Series. The vote of a majority of the outstanding shares means the vote,
at a special meeting duly called, of (A) 67 percent or more Series shares
present at such meeting, if 50 percent of Series shares are present or
represented by proxy, or (B) more than 50 percent of the outstanding shares of
the Series, whichever is less.

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<PAGE> 47

In addition to the investment restrictions discussed in the Prospectus, the
Series may not:

1) purchase any security on margin except such short-term credits
as are necessary for the clearance of transactions;

2) participate on a joint or a joint and several basis in any
trading account in securities, except in connection with an underwriting in
which the Series is a participant;

3) effect a short sale of any security, except in connection
with an underwriting in which the Series is a participant;

4) purchase and sell real estate, real estate limited partnership
interests, commodities or commodity contracts;

5) purchase and sell interests in oil, gas, or other mineral
exploration or development programs;

6) make loans to other persons, except through the purchase of
debt obligations or repurchase agreements in accordance with its
investment objectives and policies;

7) purchase legally or contractually restricted securities the
value of which is in excess of 5 percent of the value of the
Series' total assets;

8) invest for control or management of the issuer of the
securities;

10) invest more than 5 percent of the value of the Series' total
assets in equity securities of issuers which are not readily marketable;

13) issue senior securities as defined in the Investment Company
Act of 1940;

14) purchase or retain the securities of an insurance company if
the total invested would exceed 5 percent of the Series' total assets, unless
the Commission has issued an order permitting such investment;

15) invest more than 5 percent of its total assets in warrants, and
of this amount, no more than 2 percent of the total assets of any series may
be invested in warrants that are not listed on the New York Stock Exchange or
the American Stock exchange; as a non-fundamental policy, the Adviser has
undertaken not to invest in warrants in any amount; or

16) write, purchase or sell puts, calls or combinations of such
option contracts.

OFFICERS AND TRUSTEES

1. *Lisa S. Fildes, President, Secretary and Trustee. Ms. Fildes
is corporate attorney and Secretary of OLDE Discount.

2. *Randal J. Mudge, Trustee. Mr. Mudge is a Director of OLDE
Discount.

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<PAGE> 48

4. Bruce H. Olson, Trustee. Dr. Olson is a Professor of Finance
at Miami University, Oxford, Ohio.

5. Charles C. Milliken, Trustee. Mr. Milliken is a Professor of
Management at Siena Heights College, Adrian, Michigan.

6. William R.D. Martin, Trustee. Mr. Martin is a Professor of
Business Administration at the University of Michigan, Dearborn.

7. *Mack H. Sutton, CPA, Vice President and Trustee. Mr. Sutton
is Vice President and Chief Financial Officer of OLDE Discount Corporation.

8. Lawrence R. Massa, CPA, Treasurer. Mr. Massa is employed by
OLDE Asset Management, Inc.

*These trustees are "interested persons" of the Fund as defined in the
Investment Company Act of 1940.

The nonaffiliated trustees of the Fund receive as compensation $1,000 plus
expenses for each meeting of the Board of Trustees attended plus a $1,000
quarterly retainer. The trustees and officers affiliated with the Distributor
or the Adviser receive no compensation or reimbursement from the Fund for
acting in those positions.

MANAGEMENT OF THE SERIES

The Board of Trustees of the Fund is primarily responsible for overseeing the
conduct of the Fund's and each series' business.

INVESTMENT ADVISER

OLDE Asset Management, Inc. serves as investment adviser for the Series
pursuant to an Advisory Agreement dated June 5, 1989. The Adviser is a
wholly-owned subsidiary of OLDE Financial Corporation, a Michigan corporation.
OLDE Financial Corporation acts as a holding company for the following
additional affiliates: OLDE Discount, C.U. Brokerage Services, Inc., OLDE
Clearing Corporation and American Brokerage Services, Inc. Some employees of
the Adviser are also employees of OLDE Discount.

As compensation for its services, the Adviser receives an annual fee of .50% of
average daily net assets of the Series and is paid monthly. Fees are charged
to each series separately, on the basis of average daily net assets
attributable to that series. The Adviser's Advisory Agreement with the Fund
provides for reimbursement to the Series of the aggregate expenses of the
Series (excluding taxes, brokerage fees, and, to the extent permitted by state
securities laws, extraordinary expenses) which exceed 2 percent of the first
$10 million of the Series' average net assets, 1 1/2 percent of the next $20
million in average net assets of the Series and 1 percent of average net assets
over $30 million.

4
<PAGE> 49

OTHER EXPENSES OF THE SERIES

The Series pays the fees of the Adviser, Custodian, and the Transfer Agent and
Shareholder Servicing Agent. The Series' service contractors bear the expenses
incurred in connection with the performance of their services. Additional
costs paid by the Series are attributable to expenses of operation including,
but not limited to: recordkeeping requirements, outside auditing and legal
services, required insurance premiums, the registration of shares under Federal
and state securities laws, and all other expenses charged in connection with
the registration and issuance of Series shares.

CUSTODIAN

The Custodian for the Series is The Bank of New York. The Custodian is
authorized to hold all securities and monies at any time owned by the Series
and to perform certain accounting and recordkeeping functions required of an
investment company by Federal, state and local laws, rules and regulations.
The Bank of New York may, in its discretion, appoint one or more qualified
banks, trust companies or securities depositories to act as its agent in
carrying out the provisions of the Custodian Agreement, provided that such
appointment will not relieve it of its responsibilities or liabilities under
the Custodian Agreement.

The Custodian receives a fee for its services provided to the Series based on
the net assets of the Series, certain transaction charges and reimbursement for
its out-of-pocket expenses.

TRANSFER AGENT

OLDE Discount is Transfer Agent and Dividend Disbursing Agent for the Fund.
OLDE Discount is responsible for all shareholder servicing and share
registration activities (book entry form only), pursuant to a Transfer Agency
Agreement. In accordance with that agreement, OLDE Discount shall: issue and
redeem Series shares; process dividend and distribution payments to
shareholders; prepare and mail customer account statements; mail shareholder
communications; respond to shareholder and other inquiries; maintain
shareholder accounts; and perform other related activities. As compensation
for its services, OLDE Discount receives a fee of $24 per account per year.

POLICIES AND PROCEDURES GOVERNING PORTFOLIO BROKERAGE TRANSACTIONS

5
<PAGE> 50

Portfolio transactions are undertaken principally to pursue the objective of
the Series in relation to movements in the general level of interest rates, to
invest money obtained from the sale of shares of the Series, to reinvest
proceeds from maturing portfolio securities and to meet redemptions of shares
of the Series. This may increase or decrease the yield of the Series depending
upon the Adviser's ability to correctly time and execute such transactions.
Since the Series assets will be invested in securities with short maturities,
its portfolio will turnover several time a year. Since securities with
maturities of less than one year are excluded from required portfolio turnover
rate calculations, the Series' turnover rate for reporting purposes is
anticipated to be zero.

The Adviser is authorized to place orders for securities with various
broker-dealers, including agency orders with OLDE Discount, the Fund's
Distributor, subject to the requirements of applicable laws and rules. The
Fund expects that purchases and sales of the Series' portfolio securities
usually will be principal transactions. Portfolio securities will normally be
purchased directly from the issuer of the securities or from an underwriter or
market maker for the securities. Purchases from underwriters will include a
commission or concession paid by the issuer to the underwriter, and purchases
from dealers serving as market makers will include the spread between the bid
and asked prices. Orders for securities must generally be placed by the
Adviser with a view to obtaining the best price and execution available. In
seeking to achieve the best combination of price and execution, the Adviser
must attempt to evaluate the overall quality and reliability of the
broker-dealers and the services provided, including research services, general
execution capability, reliability and integrity, willingness to take positions
in securities, general operational capabilities and financial condition. The
responsibility of the Adviser to attempt to obtain the best combination of the
price and execution does not obligate it to solicit a competitive bid for each
transaction; provided, however, that the Adviser shall solicit a competitive
bid for any transaction in the Series which has a principal value of $1 million
or more. Furthermore, the Adviser has no obligation to seek the lowest
available cost to the Series, so long as the Adviser determines in good faith
that the broker-dealer's commission, spread or discount is reasonable in
relation to the value of the execution and research services provided by such a
broker-dealer to the Series, the Adviser or Distributor when viewed in terms of
that particular transaction or the Adviser's overall responsibilities with
respect to all of its clients, including the Series, as to which it offers
advice or exercises investment discretion.

Certain procedures have been adopted by the Fund whereby the Fund's Board of
Trustees can determine the quality of execution and cost of all orders executed
by OLDE Discount. OLDE Discount is required to record for each transaction
executed by it: the time and price of execution, the bid and ask price
available at that time, the commission received, the exchange on which the
transaction was executed (unless such transaction was executed
over-the-counter), the security involved and the number of shares traded. The
record shall be compiled at least monthly and presented to the Fund's Board of
Trustees quarterly.

PURCHASE AND REDEMPTION OF SERIES SHARES

Shares of the Series are sold at their net asset value next determined after an
order and payment are received as described in the Series' Prospectus. The
minimum initial and subsequent investment is $1,000 but such minimum amount may
be changed at any time. A prospective investor wishing to open an account
should use the appropriate account application available from OLDE Discount or
other participating broker-dealer.

6
<PAGE> 51

remain as a credit balance in the investor's OLDE Discount brokerage account.
If securities purchases are scheduled to settle, adequate cash will be held in
the investor's brokerage account to settle the transaction. Credit balances
that stand as collateral for the investor's obligations (such as a cash balance
resulting from a short sale) will be held in the investor's brokerage account
and will not be available for investment in the Series.

Shares of the Series may be exchanged, or be received in exchange, for the
shares of another Fund series. Exchanges will be made at the public offering
price of the shares exchanged.

Series shares may be redeemed upon the verbal request of a shareholder to an
OLDE Discount broker or other participating broker-dealer. Shares will be
redeemed at the net asset value next determined after the request for
redemption is received by OLDE Discount. Payment for shares redeemed will
normally be by check mailed the same or the next business day but, in any
event, within seven days of such request, absent extraordinary circumstances.
The Series intends to pay cash for all shares redeemed, but under exceptional
circumstances which make cash payment not in the best interest of the Series
and its shareholders, the Series may make payment wholly or partly in portfolio
securities at their then market value equal to the redemption price. Any
portfolio securities issued as payment will be readily marketable. On such
occasions, an investor may incur brokerage costs in converting securities to
cash. The Series is obligated to redeem shares solely in cash up to the lesser
of $250,000 or one percent of the net asset of the Series during any 90 day
period for any one shareholder.

The Fund may suspend the investors' right of redemption for the Series during
any time when: 1) trading is restricted on the New York Stock Exchange, as
determined by the Commission, or the Exchange is closed for other than
customary weekends and holidays; 2) the Commission has permitted such
suspension by order; or 3) the Commission has determined that an emergency
exists, making disposal of portfolio securities, or valuation of Series net
assets, not reasonable practicable. The Exchange currently recognizes the
following holidays: New Year's Day, President's Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

DIVIDENDS

On each day that net asset value per share of the Series is determined, the
Series' net investment income will be declared at 4:00 p.m. (New York Time) as
a daily dividend to shareholders of record prior to the declaration. Unless a
shareholder elects to receive cash, shareholders will receive dividends in
additional shares of the Series. Shareholders wishing to receive their
dividends in cash may make their request to the transfer agent, prior to the
month in which such election shall commence. Dividends will be reinvested
monthly in full and fractional shares of the Series at the net asset value. If
cash payment is requested, checks will be mailed within five business days
after the last day of each month.
The Series calculates its dividends based on its daily net investment income.
For this purpose, the net investment income of the Series consists of accrued
interest income (1) plus or minus amortized discount or premium, (2) plus or
minus all short-term realized gains and losses on investment and (3) minus
accrued expenses allocated to the Series. Expenses of the Series are accrued
each day. Since the Series' portfolio investments are valued at

7
<PAGE> 52

amortized cost, there will be no unrealized gains or losses on such
investments. However, should the net asset value of the Series deviate
significantly from market value, the Board of Trustees could decide to value
the investments at market value and then unrealized gains and losses would be
included in net investment income above.

Shareholders will receive monthly statements of dividends and of purchase and
redemption transactions.

NET ASSET VALUE

As described in its Prospectus, the Series values its portfolio investments at
amortized cost, which means that they are valued at their acquisition cost, as
adjusted for amortization of premium or discount, rather than at current market
value. Periodic calculations are made to compare the value of the Series'
investments valued at amortized cost with market values. Market valuations are
obtained by using actual quotations provided by market makers, estimates of
market value, or values obtained from yield data relating to classes of money
market instruments published by reputable sources at the mean between the bid
and asked prices for the instruments. If a deviation of 1/2 of 1 percent or
more were to occur between the net asset value per share calculated by
reference to market values and the Series' $1.00 per share net asset value, or
if there were any other deviation which the Board of Trustees of the Fund
believed would result in a material dilution to shareholders or purchasers, the
Board of Trustees would promptly consider what action, if any, should be
initiated. If the Series' net asset value per share (computed using market
values) declines, or was expected to decline, below $1.00 (computed using
amortized cost), the Board of Trustees of the Fund might temporarily reduce or
suspend dividend payments in an effort to maintain the net asset value at $1.00
per share. As a result of such reduction or suspension of dividends or other
action by the Board of Trustees, an investor would receive less income during a
given period than if such a reduction or suspension had not taken place. Such
action could result in investors receiving no dividend for the period during
which they held their shares and receiving, upon redemption, a lower price per
share than that which they paid initially. On the other hand, if the Series'
net asset value per share (computed using market values) were to increase, or
were anticipated to increase above $1.00 (computed using amortized cost), the
Board of Trustees of the Fund might supplement dividends in an effort to
maintain the net asset value at $1.00 per share.

PERFORMANCE

The Series' current yield is computed in accordance with a standardized method
prescribed by rules of the Commission. Under that method, the yield quotation
is based on a seven-day period and is computed for the Series as follows. The
first calculation is net investment income per share, which is accrued interest
on portfolio securities, plus or minus amortized discount or premium less
accrued expenses. This number is then divided by the price per share (expected
to remain constant at $1.00) at the beginning of the period ("base period
return"). The result is then divided by 7 and multiplied by 365 and the
resulting yield figure is carried to the nearest one-hundredth of one percent.
Realized capital gains or losses and unrealized appreciation or depreciation of
investments are not included in the calculation.

8
<PAGE> 53

365/7
((base period return +1) )-1

The Series' yield fluctuates, and the publication of an annualized yield
quotation is not a representation as to what an investment in the Series will
actually yield for any given future period. Actual yields will depend not only
on changes in interest rates on money market instruments during the period in
which the investment in the Series is held, but also on such matters as Series
expenses.

The comparative performance data referenced in the Series' prospectus may
include total return.

FINANCIAL STATEMENTS

DISTRIBUTOR

The Fund has entered into a Principal Underwriting Agreement with OLDE
Discount, which is in effect until January 8, 1998. The underwriting agreement
will continue to be in force thereafter if approved at least annually by 1) the
Board of Trustees of the Fund or by the vote of a majority of the outstanding
voting securities of the Fund and 2) by a majority of the trustees of the Fund,
who are not parties to the underwriting agreement nor interested persons of any
such party, cast in person at a meeting called for the purpose of voting on
such approval.

OLDE Discount, as Distributor, has agreed to act as agent for the Fund for the
distribution of Series shares. The Distributor may sell Series shares to or
through qualified dealers, in accordance with the provisions herein.

Pursuant to a Plan and Agreement of Distribution (the "Agreement") pursuant to
Rule 12b-1 of the Investment Company Act of 1940, the Distributor is entitled
to reimbursement of certain expenses of distribution. The Agreement continues
in effect from year to year so long as such continuance is approved at least
annually by a vote of the Board of Trustees of the Fund, including the trustees
who are not interested persons of the Fund and who have no direct or indirect
financial interest in the Agreement. The Agreement automatically terminates in
the event of its assignment and may be terminated at any time without penalty
by the Series or the Distributor upon six months' notice. The Series shall
reimburse the Distributor for distribution expenses in an amount not to exceed
.25 of 1 percent of the Series' average daily net assets.

MISCELLANEOUS

Indemnification of Trustees

<PAGE> 54

The Fund shall indemnify each of its trustees and officers against, and pay on
their behalf, all liabilities and expenses reasonably incurred by them in
connection with the defense or disposition of any action, suit or other
proceeding, before any court or administrative or legislative body, in which
the trustee or officer may be, or may have been, involved as a party or
otherwise, while in office or thereafter, by reason of being or having been a
trustee or officer. Neither a trustee nor an officer will be indemnified in
any action, suit or other proceeding, in which the trustee or officer is
determined to be liable to the Fund or its shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office. Such determination shall be made by
either a) a majority of the disinterested trustees of the Fund who are not
parties to the relevant proceeding, or b) a written opinion to that effect from
independent legal counsel or c) a final decision on the merits by a court that
the person's liability did not arise from such conduct.

Independent Auditors

Ernst & Young, LLP, located at One Detroit Center, Suite 1700, 500 Woodward
Ave., Detroit, MI 48226 are the independent auditors for the Fund. The
selection of auditors is subject to annual ratification by the Board of
Trustees.

Current Yield

For the 7 day period ended October 31, 1996, the current yield of the Series
was 4.64%.

Effective Yield

For the 7 day period ended October 31, 1996, the effective yield of the Series
was 4.75%.

APPENDIX - RATINGS OF INVESTMENTS

COMMERCIAL PAPER RATINGS

<PAGE> 55

A-1, A-2 AND PRIME-1, PRIME-2 COMMERCIAL PAPER RATINGS

MIG-1 AND MIG-2 MUNICIPAL NOTES

STANDARD & POOR'S CORPORATION BOND RATINGS, CORPORATE BONDS

AAA. This is the highest rating assigned by Standard & poor's Corporation to
a debt obligation and indicates an extremely strong capacity to pay principal
and interest.

AA. Bonds rated AA also qualify as high-quality debt obligations.
Capacity to pay principal and interest is very strong, and in the majority of
instances they differ from AAA issues only in small degree.

A. Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions.

MOODY'S INVESTORS SERVICE, INC. BOND RATINGS

Aaa. Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt-edge". Interest payments are protected by a large or by an

11
<PAGE> 56

exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such issues.

<PAGE> 57
INVESTMENT ADVISER OLDE
OLDE ASSET MANAGEMENT, INC. CUSTODIAN FUND
ANNUAL REPORT
PRINCIPAL UNDERWRITER OCTOBER 31, 1996
OLDE DISCOUNT CORPORATION

CUSTODIAN
THE BANK OF NEW YORK

INDEPENDENT AUDITORS
ERNST & YOUNG LLP

TRANSFER AGENT
OLDE DISCOUNT CORPORATION

[DRAWING]

OLDE MONEY
For information regarding your MARKET SERIES
account, telephone your local
OLDE Discount branch office
or OLDE PREMIUM
OLDE Discount Customer Service MONEY MARKET SERIES
at: 1-800-235-3100

This report is authorized for OLDE PREMIUM PLUS
use by nonshareholders only when MONEY MARKET SERIES
accompanied or preceded by a
current prospectus of
OLDE Custodian Fund.
<PAGE> 58
OLDE CUSTODIAN FUND

November 19, 1996

Dear Shareholder,

We are pleased to present the Annual Report for the year ended October 31,
1996, for OLDE Custodian Fund. The Fund consists of OLDE Money Market Series,
OLDE Premium Money Market Series, and OLDE Premium Plus Money Market Series.
This report contains audited schedules of investments and financial statements
for all three Series.

Over much of 1996, interest rates on short term money market instruments have
fluctuated partly in response to uncertainty with regard to inflation. Market
participants feared that economic growth and tight labor markets would lead to
price pressures, which would in turn result in tightening of rates by the
Federal Reserve. Such fears have proven unfounded as inflation has remained
moderate and the Fed has held rates constant since January 31.

Opportunities for money fund investors arose whenever market rates turned up.
For example, the Adviser purchased a number of attractive longer maturity money
market securities. Additionally, the Adviser continued its strategy of
purchasing variable rate securities with yields in excess of comparable
non-variable rate securities.

An unwinding of investors' preconceived inflation fears commenced at the
beginning of the fourth quarter, bringing narrower spreads between shorter and
longer term money market securities and making it less rewarding to extend the
weighted average maturities of the portfolios. As always, the Adviser will give
primary attention to the quality and liquidity of investments.

Sincerely,
OLDE CUSTODIAN FUND

Lisa S. Fildes
President

2
<PAGE> 59
OLDE CUSTODIAN FUND

OLDE MONEY MARKET SERIES
SCHEDULE OF INVESTMENTS
OCTOBER 31, 1996

<TABLE>
<CAPTION>
PRINCIPAL AMORTIZED
AMOUNT COST
<S> <C> <C>
DOMESTIC COMMERCIAL PAPER - 35.22%
$ 5,455,000 C.S. First Boston, 5.350%, due 11/01/96 ........................ $ 5,455,000
2,840,000 Merrill Lynch & Company, 5.630%, due 11/01/96 .................. 2,840,000
5,640,000 Countrywide Home Loans Inc., 5.420%, due 11/04/96 .............. 5,637,453
2,000,000 Heller Financial Incorporated, 5.370%, due 11/05/96 ............ 1,998,807
3,960,000 Whirlpool Corporation, 5.370%, due 11/06/96 .................... 3,957,047
4,870,000 General Motors Acceptance Corporation, 5.450%, due 11/07/96 .... 4,865,576
4,000,000 Paine Webber Group, 5.500%, due 11/07/96 ....................... 3,996,333
3,000,000 Whirlpool Corporation, 5.370%, due 11/08/96 .................... 2,996,868
4,000,000 Paine Webber Group, 5.500%, due 11/08/96 ....................... 3,995,722
4,500,000 Paine Webber Group, 5.380%, due 11/12/96 ....................... 4,492,610
5,000,000 Heller Financial Incorporated, 5.410%, due 11/13/96 ............ 4,990,983
2,455,000 Household Finance Corporation, 5.250%, due 11/14/96 ............ 2,450,346
4,020,000 Heller Financial Incorporated, 5.410%, due 11/14/96 ............ 4,012,147
4,000,000 Salomon Incorporated, 5.460%, due 11/15/96 ..................... 3,991,507
1,655,000 Heller Financial Incorporated, 5.370%, due 11/15/96 ............ 1,651,544
4,000,000 Prudential Funding, 5.270%, due 11/18/96 ....................... 3,990,046
1,825,000 Heller Financial Incorporated, 5.370%, due 11/18/96 ............ 1,820,372
2,000,000 Heller Financial Incorporated, 5.370%, due 11/19/96 ............ 1,994,630
3,855,000 Prudential Funding, 5.270%, due 11/19/96 ....................... 3,844,842
4,375,000 Whirlpool Financial Corporation, 5.300%, due 11/20/96 .......... 4,362,762
4,380,000 Whirlpool Financial Corporation, 5.300%, due 11/21/96 .......... 4,367,103
3,475,000 Household Finance Corporation, 5.25%, due 11/22/96 ............. 3,464,358
695,000 Heller Financial Incorporated, 5.330%, due 11/22/96 ............ 692,839
5,240,000 C.S. First Boston, 5.270%, due 11/25/96 ........................ 5,221,590
5,940,000 G.E. Capital Corporation, 5.250%, due 11/29/96 ................. 5,915,745
6,000,000 American General Finance, 5.250%, due 12/02/96 ................. 5,972,875
5,800,000 Sears Acceptance Corporation 5.260%, due 12/03/96 .............. 5,772,882
4,355,000 G.E. Capital Corporation, 5.250%, due 12/04/96 ................. 4,334,042
6,385,000 Countrywide Home Loans Inc., 5.270%, due 12/05/96 .............. 6,353,220
3,635,000 Salomon Incorporated, 5.550%, due 12/24/96 ..................... 3,605,299
4,550,000 Salomon Incorporated, 5.530%, due 12/26/96 ..................... 4,511,558
4,805,000 Paine Webber Group, 5.450%, due 01/02/97 ....................... 4,759,900
3,125,000 C.S. First Boston, 5.330%, due 01/07/97 ........................ 3,094,001
------------
131,410,007

YANKEE COMMERCIAL PAPER - 8.15%
4,000,000 American Honda Finance Corporation, 5.440%, due 11/05/96 ....... 3,997,582
3,095,000 American Honda Finance Corporation, 5.440%, due 11/06/96 ....... 3,092,662
2,390,000 Toshiba International Finance UK, 5.380%, due 11/22/96 ......... 2,382,499
4,960,000 Ford Credit Europe PLC, 5.250%, due 11/26/96 ................... 4,941,917
4,815,000 Hitachi Credit America, 5.440%, due 11/27/96 ................... 4,796,082
2,510,000 Hitachi Credit America, 5.280%, due 12/23/96 ................... 2,490,857
4,290,000 Toshiba International Finance UK, 5.600%, due 01/14/97 ......... 4,240,617
4,500,000 Electricity Corporation of New Zealand, 5.410%, due 02/04/97.... 4,435,756
------------
30,377,972
</TABLE>

3
<PAGE> 60
<TABLE>
<CAPTION>
PRINCIPAL AMORTIZED
AMOUNT COST
<S> <C> <C>
SHORT-TERM NOTES - 50.02%
$ 8,000,000 First Bank National Association, 5.325%, due 12/18/96 (a)....... $ 7,999,900
3,000,000 Keycorp, 8.200%, due 12/30/96 ................................. 3,013,246
8,000,000 Sears Acceptance Corporation, 5.600%, due 01/06/97 ............. 8,002,900
4,270,000 Traveler's Incorporated, 7.625%, due 01/15/97 .................. 4,288,828
10,000,000 Merrill Lynch & Company, 5.511%, due 01/24/97 (a) .............. 9,999,775
6,000,000 American Express Centurion Bank, 5.353%, due 02/12/97 (a) ...... 5,999,992
12,000,000 Key Bank of Maine, 5.304%, due 02/14/97 (a) .................... 11,996,616
10,000,000 Abbey National Bank, 5.279%, due 02/21/97 (a) .................. 9,998,220
3,000,000 Ford Motor Credit Company, 5.625%, due 03/03/97 ................ 2,999,021
11,000,000 PNC Bank, National Association, 5.295%, due 04/01/97 (a) ....... 10,996,222
3,300,000 Associates Corporation, 9.700%, due 05/01/97 ................... 3,361,529
8,000,000 American Honda Finance Corporation, 5.422%, due 05/05/97 (a) ... 7,997,984
6,000,000 Ford Motor Credit Company, 5.530%, due 05/12/97 (a) ............ 6,000,861
8,000,000 Paccar Financial Corporation, 5.262%, due 05/14/97 (a) ......... 7,996,272
8,000,000 FCC National Bank, 6.040%, due 06/19/97 ........................ 7,997,112
2,000,000 John Deere Capital Corporation, 5.950%, due 06/30/97 ........... 1,998,503
4,000,000 G.E. Capital Corporation, 5.469%, due 07/08/97 (a) ............. 4,000,000
12,000,000 Morgan Stanley Group, 5.511%, due 07/10/97 (a) ................. 12,000,000
5,000,000 American Express Centurion Bank, 5.353%, due 07/11/97 (a) ...... 5,000,000
3,000,000 Abbey National Bank, 5.290%, due 07/15/97 (a) .................. 2,998,692
10,000,000 Dean Witter, Discover & Company, 5.325%, due 08/08/97 (a) ...... 9,997,372
3,000,000 IBM Credit Corporation, 5.740%, due 08/14/97 ................... 2,998,416
7,000,000 Paccar Financial Corporation, 5.254%, due 09/22/97 (a) ......... 6,994,790
4,000,000 Australia & New Zealand, 5.900%, due 09/23/97 .................. 4,005,759
5,000,000 PNC Bank, National Association, 5.338%, due 10/01/97 (a) ....... 4,996,393
7,000,000 Province of Ontario, 5.700%, due 10/01/97 ...................... 6,980,067
6,000,000 Merrill Lynch & Company, 5.415%, due 10/03/97 (a) .............. 6,000,000
5,000,000 American Express Centurion Bank, 5.345%, due 10/10/97 (a) ...... 5,000,000
5,000,000 Republic Mase Australia, 5.650%, due 10/31/97 .................. 4,995,223
------------
186,613,693

U.S. GOVERNMENT SECURITIES - 2.43%
4,000,000 U.S. Treasury Note, 6.875%, due 03/31/97 ....................... 4,022,403
5,000,000 U.S. Treasury Note, 6.125%, due 06/02/97 ....................... 5,007,933
------------
9,030,336

U.S. GOVERNMENT AGENCY SECURITIES - 3.88%
2,500,000 Tennessee Valley Authority, 4.600%, due 12/16/96 ............... 2,497,348
3,000,000 Federal Farm Credit Bank, 5.400%, due 04/01/97 ................. 2,998,093
9,000,000 Student Loan Marketing Association, 5.620%, due 06/30/97 ....... 8,975,986
------------
14,471,427
------------
TOTAL INVESTMENTS - 99.7% .............. 371,903,435
OTHER ASSETS LESS LIABILITIES - 0.3% ... 1,243,447
------------
NET ASSETS - 100.0% .................... $373,146,882
============
</TABLE>

(a) - Variable rate securities. The rates shown are the current rates
as of October 31, 1996.

See accompanying notes.

4
<PAGE> 61
OLDE CUSTODIAN FUND

OLDE MONEY MARKET SERIES
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1996

<TABLE>
<S> <C>
ASSETS:
Investments at amortized cost (Note 1) ..................................... $371,903,435
Cash ....................................................................... 3,553
Interest receivable ........................................................ 1,781,784
Prepaid expenses ........................................................... 36,121
------------
TOTAL ASSETS ......................................................... 373,724,893

LIABILITIES:
Dividends payable (Note 2) ................................................. 320,959
Accrued expenses ........................................................... 164,592
Payable to OLDE Asset Management, Inc. ..................................... 92,460
------------
TOTAL LIABILITIES .................................................... 578,011
------------
NET ASSETS applicable to 373,146,882 outstanding shares,
unlimited number of shares authorized, $0.01 par value ..................... $373,146,882
============
NET ASSET VALUE, offering and redemption price per share
on 373,146,882 shares of beneficial interest outstanding ................... $1.00
============
</TABLE>

OLDE MONEY MARKET SERIES
STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1996

<TABLE>
<S> <C>
INTEREST INCOME (Note 1): .................................................... $ 18,858,189

EXPENSES:
Management fees ............................................................ 1,685,820
Transfer agent fees......................................................... 1,225,507
Custodian fees ............................................................. 26,630
Professional fees .......................................................... 18,333
Accounting fees ............................................................ 16,500
Printing and postage ....................................................... 52,697
Trustee fees ............................................................... 7,060
Insurance .................................................................. 9,581
Registration costs ......................................................... 118,683
12b-1 distribution costs ................................................... 210,829
------------
TOTAL EXPENSES ....................................................... 3,371,640
------------
NET INVESTMENT INCOME ........................................................ $ 15,486,549
============
</TABLE>

See accompanying notes.

5
<PAGE> 62
OLDE CUSTODIAN FUND

OLDE MONEY MARKET SERIES
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31
1996 1995
--------------- ---------------
<S> <C> <C>
OPERATIONS:
Net investment income ........................................... $ 15,486,549 $ 12,653,715
DIVIDENDS TO SHAREHOLDERS FROM:
Net investment income ........................................... (15,486,549) (12,653,715)
SHARE TRANSACTIONS (AT $1.00 PER SHARE):
Proceeds from sales of shares ................................... 1,465,487,864 1,147,453,697
Net asset value of shares issued in reinvestment of dividends.... 14,559,552 11,866,662
--------------- ---------------
................................................................. 1,480,047,416 1,159,320,359
Cost of shares redeemed ......................................... (1,420,132,540) (1,055,376,105)
--------------- ---------------
Net increase in shareholders' equity from share transactions .... 59,914,876 103,944,254
--------------- ---------------
NET INCREASE IN SHAREHOLDERS' EQUITY .............................. 59,914,876 103,944,254
SHAREHOLDERS' EQUITY:
At beginning of year ............................................ 313,232,006 209,287,752
--------------- ---------------
At end of year .................................................. $ 373,146,882 $ 313,232,006
=============== ===============
</TABLE>

OLDE MONEY MARKET SERIES
FINANCIAL HIGHLIGHTS

For a share of capital stock outstanding throughout each year:

<TABLE>
<CAPTION>
YEAR END OCTOBER 31
1996 1995 1994 1993 1992
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR ............ $1.00 $1.00 $1.00 $1.00 $1.00

INVESTMENT OPERATIONS:
Net investment income ...................... 0.0460 0.0487 0.0293 0.0230 0.0337

DISTRIBUTIONS:
Dividends from net investment income ....... (0.0460) (0.0487) (0.0293) (0.0230) (0.0337)
------- ------- ------- ------- -------
NET ASSET VALUE, END OF YEAR .................. $1.00 $1.00 $1.00 $1.00 $1.00
======= ======= ======= ======= =======
Total return (annualized) ................. +4.60% +4.87% +2.93% +2.30% +3.37%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)... $373,147 $313,232 $209,288 $206,775 $159,211
Ratio of expenses to average net assets .... 1.00% 1.07% 1.05% 1.10% 1.10%
Ratio of net investment income
to average net assets ...................... 4.60% 4.87% 2.93% 2.30% 3.37%
</TABLE>

See accompanying notes.

6
<PAGE> 63
OLDE CUSTODIAN FUND

OLDE PREMIUM MONEY MARKET SERIES
SCHEDULE OF INVESTMENTS
OCTOBER 31, 1996

<TABLE>
<CAPTION>
PRINCIPAL AMORTIZED
AMOUNT COST
<S> <C> <C>
DOMESTIC COMMERCIAL PAPER - 32.13%
$ 3,600,000 Paine Webber Group, 5.400%, due 11/01/96 ......................... $ 3,600,000
4,000,000 General Motors Acceptance Corporation, 5.450%, due 11/04/96....... 3,998,183
4,425,000 Sears Acceptance Corporation, 5.420%, due 11/05/96 ............... 4,422,335
3,280,000 American Express Credit Corporation, 5.260%, due 11/06/96 ........ 3,277,604
3,000,000 Sears Acceptance Corporation, 5.260%, due 11/07/96 ............... 2,997,370
3,040,000 Whirlpool Corporation, 5.370%, due 11/08/96 ...................... 3,036,826
5,000,000 C.S. First Boston, 5.290%, due 11/08/96 .......................... 4,994,857
1,675,000 Merrill Lynch & Company, 5.26%, due 11/12/96 ..................... 1,672,308
3,555,000 Paine Webber Group, 5.370%, due 11/13/96 ......................... 3,548,631
2,380,000 Household Finance Corporation, 5.250%, due 11/14/96 .............. 2,375,488
2,385,000 Heller Financial Incorporated, 5.330%, due 11/14/96 ............. 2,380,410
3,880,000 Whirlpool Financial Corporation, 5.300%, due 11/15/96 ............ 3,872,003
3,045,000 Household Finance Corporation, 5.250%, due 11/19/96 .............. 3,037,007
4,150,000 Whirlpool Corporation, 5.300%, due 11/20/96 ...................... 4,138,392
4,855,000 Countrywide Home Loans Inc., 5.270%, due 11/21/96 ................ 4,840,786
5,690,000 American General Finance, 5.250%, due 11/26/96 ................... 5,669,255
3,515,000 G.E. Capital Corporation, 5.240%, due 11/29/96 ................... 3,500,674
3,135,000 Heller Financial Incorporated, 5.320%, due 12/03/96............... 3,120,175
1,840,000 Countrywide Home Loans Inc., 5.290%, due 12/05/96 ................ 1,830,807
2,915,000 Countrywide Home Loans Inc., 5.270%, due 12/05/96 ................ 2,900,491
3,500,000 Salomon Incorporated, 5.550%, due 12/24/96 ....................... 3,471,402
2,500,000 Salomon Incorporated, 5.530%, due 12/26/96 ....................... 2,478,878
------------
75,163,882

YANKEE COMMERCIAL PAPER - 10.40%
2,305,000 B.H.P. Finance U.S.A., 5.450%, due 11/12/96 ...................... 2,301,161
4,270,000 American Honda Finance Corporation, 5.280%, due 11/18/96 ......... 4,259,354
2,680,000 Hitachi Credit America, 5.430%, due 11/22/96 ..................... 2,671,511
3,260,000 Atlas Copco AB, 5.370%, due 11/25/96 ............................. 3,248,329
3,000,000 Hitachi Credit America, 5.440%, due 11/27/96 ..................... 2,988,213
2,975,000 American Honda Finance Corporation, 5.280%, due 12/02/96 ......... 2,961,474
2,480,000 American Honda Finance Corporation, 5.300%, due 12/17/96 ......... 2,463,205
3,500,000 Electricity Corporation of New Zealand, 5.410%, due 02/04/97 ..... 3,450,033
------------
24,343,280
</TABLE>

7
<PAGE> 64
<TABLE>
<CAPTION>
PRINCIPAL AMORTIZED
AMOUNT COST
<S> <C> <C>
SHORT-TERM NOTES - 49.91%
$ 5,000,000 First Bank National Association, 5.325%, due 12/18/96 (a) ........ $ 4,999,937
3,000,000 Keycorp, 8.200%, due 12/30/96 .................................... 3,013,245
4,000,000 Sears Acceptance Corporation, 5.600%, due 01/06/97 ............... 4,001,449
1,775,000 General Motors Acceptance Corporation, 7.550%, due 01/14/97 ...... 1,781,029
4,000,000 Traveler's Incorporated, 7.625%, due 01/15/97 .................... 4,017,638
4,000,000 Merrill Lynch & Company, 5.511%, due 01/24/97 (a) ................ 3,999,910
2,000,000 American Express Centurion Bank, 5.353%, due 02/12/97 (a) ........ 1,999,997
3,000,000 Key Bank of Maine, 5.304%, due 02/14/97 (a) ...................... 2,999,155
5,000,000 Abbey National Bank, 5.279%, due 02/21/97 (a) .................... 4,999,111
8,000,000 Bayerische Landesbank, New York, 5.288%, due 03/03/97 (a) ........ 7,997,394
4,000,000 PNC Bank, National Association, 5.295%, due 04/01/97 (a) ......... 3,998,626
2,000,000 American Honda Finance Corporation, 5.422%, due 05/05/97 (a) ..... 1,999,495
4,000,000 Ford Motor Credit Company, 5.530%, due 05/12/97 (a) .............. 4,000,574
7,000,000 Paccar Financial Corporation, 5.262%, due 05/14/97 (a) ........... 6,996,738
5,000,000 FCC National Bank, 6.040%, due 06/19/97 .......................... 4,998,195
4,000,000 John Deere Capital Corporation, 5.950%, due 06/30/97 ............. 3,997,006
3,000,000 G.E. Capital Corporation, 5.469%, due 07/08/97 (a)................ 3,000,000
10,000,000 Morgan Stanley Group, 5.511%, due 07/10/97 (a) ................... 10,000,000
3,000,000 American Express Centurion Bank, 5.353%, due 07/11/97 (a) ........ 3,000,000
2,000,000 Abbey National Bank, 5.290%, due 07/15/97 (a) .................... 1,999,129
5,000,000 Dean Witter, Discover & Company, 5.325%, due 08/08/97 (a)......... 4,998,686
4,000,000 IBM Credit Corporation, 5.740%, due 08/14/97 ..................... 3,997,888
4,000,000 Ford Motor Credit Company, 5.633%, due 09/02/97 (a) .............. 4,002,903
3,000,000 Paccar Financial Corporation, 5.254%, due 09/22/97 (a) ........... 2,997,767
2,000,000 Australia & New Zealand Bank, 5.900%, due 09/23/97 ............... 2,002,880
3,000,000 Province of Ontario, 5.700%, due 10/01/97 ........................ 2,991,458
6,000,000 PNC Bank, National Association, 5.338%, due 10/01/97 (a) ......... 5,995,672
3,000,000 American Express Centurion Bank, 5.345%, due 10/10/97 (a) ........ 3,000,000
3,000,000 Republic Mase Australia, 5.650%, due 10/31/97 .................... 2,997,134
------------
116,783,016

U.S. GOVERNMENT SECURITIES - 3.00%
3,000,000 U.S. Treasury Note, 6.875%, due 03/31/97 ......................... 3,016,802
4,000,000 U.S. Treasury Note, 6.125%, due 06/02/97 ......................... 4,006,416
------------
7,023,218

U.S. GOVERNMENT AGENCY SECURITIES - 4.26%
4,000,000 Federal Farm Credit Bank, 5.400%, due 04/01/97 ................... 3,997,458
6,000,000 Student Loan Marketing Association, 5.620%, due 06/30/97 ......... 5,983,991
------------
9,981,449
------------
TOTAL INVESTMENTS - 99.7% ........................ 233,294,845
OTHER ASSETS LESS LIABILITIES - 0.3% ............. 667,547
------------
NET ASSETS - 100.0% .............................. $233,962,392
============
</TABLE>

(a) - Variable rate securities. The rates shown are the current rates
as of October 31, 1996.

See accompanying notes.

8
<PAGE> 65
OLDE CUSTODIAN FUND

OLDE PREMIUM MONEY MARKET SERIES
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1996

<TABLE>
<S> <C>
ASSETS:
Investments at amortized cost (Note 1) ................................... $233,294,845
Cash ..................................................................... 2,024
Interest receivable ...................................................... 1,108,148
Prepaid expenses ......................................................... 32,131
------------
TOTAL ASSETS ........................................................... 234,437,148

LIABILITIES:
Dividends payable (Note 2) ................................................. 216,351
Accrued expenses ........................................................... 167,238
Payable to OLDE Asset Management, Inc. ..................................... 91,167
------------
TOTAL LIABILITIES ...................................................... 474,756
------------
NET ASSETS applicable to 233,962,392 outstanding shares,
unlimited number of shares authorized, $0.01 par value ..................... $233,962,392
============
NET ASSET VALUE, offering and redemption price per share
on 233,962,392 shares of beneficial interest outstanding ................... $1.00
============
</TABLE>

OLDE PREMIUM MONEY MARKET SERIES
STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1996

<TABLE>
<S> <C>
INTEREST INCOME (Note 1): .................................................... $ 11,729,229

EXPENSES:
Management fees ............................................................ 629,877
Transfer agent fees ........................................................ 306,871
Custodian fees ............................................................. 23,231
Professional fees .......................................................... 18,333
Accounting fees ............................................................ 16,500
Printing and postage ....................................................... 9,864
Trustee fees ............................................................... 3,530
Insurance .................................................................. 8,429
Registration costs ......................................................... 138,139
12b-1 distribution costs ................................................... 314,939
------------
TOTAL EXPENSES ............................................................ 1,469,713
------------
NET INVESTMENT INCOME ........................................................ $ 10,259,516
============
</TABLE>

See accompanying notes.

9
<PAGE> 66
OLDE CUSTODIAN FUND

OLDE PREMIUM MONEY MARKET SERIES
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31
1996 1995
------------- -------------
<S> <C> <C>
OPERATIONS:
Net investment income ........................................... $ 10,259,516 $ 6,603,487
DIVIDENDS TO SHAREHOLDERS FROM:
Net investment income ........................................... (10,259,516) (6,603,487)
SHARE TRANSACTIONS (AT $1.00 PER SHARE):
Proceeds from sales of shares ................................... 689,651,366 478,594,356
Net asset value of shares issued in reinvestment of dividends.... 9,649,262 6,192,096
------------- -------------
................................................................. 699,300,628 484,786,452
Cost of shares redeemed .......................................... (643,540,931) (394,529,497)
------------- -------------
Net increase in shareholders' equity from share transactions ...... 55,759,697 90,256,955
------------- -------------
NET INCREASE IN SHAREHOLDERS' EQUITY .............................. 55,759,697 90,256,955
SHAREHOLDERS' EQUITY:
At beginning of year ............................................ 178,202,695 87,945,740
------------- -------------
At end of year .................................................. $ 233,962,392 $ 178,202,695
============= =============
</TABLE>

OLDE PREMIUM MONEY MARKET SERIES
FINANCIAL HIGHLIGHTS

For a share of stock outstanding throughout each year:
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31
1996 1995 1994 1993 1992
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD ......... $1.00 $1.00 $1.00 $1.00 $1.00

INVESTMENT OPERATIONS:
Net investment income ...................... 0.0490 0.0524 0.0339 0.0276 0.0410

DISTRIBUTIONS:
Dividends from net investment income ....... (0.0490) (0.0524) (0.0339) (0.0276) (0.0410)
------- ------- ------- ------- -------
NET ASSET VALUE, END OF PERIOD ............... $1.00 $1.00 $1.00 $1.00 $1.00
======= ======= ======= ======= =======
Total return (annualized) .................. +4.90% +5.24% +3.39% +2.76% +4.10%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)... $233,962 $178,203 $87,946 $103,317 $162,909
Ratio of expenses to average net assets..... 0.70% 0.70% 0.60% 0.70% 0.56%
Ratio of net investment income
to average net assets ...................... 4.90% 5.24% 3.39% 2.76% 4.10%
</TABLE>

See accompanying notes.

10
<PAGE> 67
OLDE CUSTODIAN FUND

OLDE PREMIUM PLUS MONEY MARKET SERIES
SCHEDULE OF INVESTMENTS
OCTOBER 31, 1996

<TABLE>
<CAPTION>
PRINCIPAL AMORTIZED
AMOUNT COST
<S> <C> <C>
DOMESTIC COMMERCIAL PAPER - 35.81%
$10,020,000 G.T.E. Corporation, 5.450%, due 11/01/96 ............................ $ 10,020,000
5,865,000 C.S. First Boston, 5.350%, due 11/01/96 ............................. 5,865,000
16,380,000 Salomon Incorporated, 5.420%, due 11/01/96 .......................... 16,380,000
8,815,000 Salomon Incorporated, 5.460%, due 11/04/96 .......................... 8,810,989
20,000,000 G.T.E. Corporation, 5.480%, due 11/04/96 ............................ 19,990,867
20,000,000 General Motors Acceptance Corporation, 5.330%, due 11/05/96 ......... 19,988,155
23,525,000 G.T.E. Corporation, 5.480%, due 11/06/96 ............................ 23,507,095
25,000,000 Heller Financial Incorporated, 5.410%, due 11/07/96 ................. 24,977,459
25,000,000 C.S. First Boston, 5.290%, due 11/08/96 ............................. 24,974,285
10,000,000 Household Finance Corporation, 5.250%, due 11/12/96 ................. 9,983,958
10,000,000 Heller Financial Incorporated, 5.410%, due 11/12/96 ................. 9,983,469
26,000,000 Whirlpool Financial Corporation, 5.370%, due 11/13/96 ............... 25,953,460
17,275,000 Salomon Incorporated, 5.460%, due 11/14/96........................... 17,240,940
18,445,000 American Express Credit Corporation, 5.260%, due 11/15/96 ........... 18,407,270
12,250,000 G.T.E. Corporation, 5.280%, due 11/15/96 ............................ 12,224,847
16,400,000 Household Finance Corporation, 5.250%, due 11/15/96 ................. 16,366,517
10,000,000 Countrywide Home Loans Inc., 5.270%, due 11/20/96 ................... 9,972,186
23,000,000 Sears Acceptance Corporation, 5.260%, due 11/20/96 ................. 22,936,150
23,365,000 Whirlpool Financial Corporation, 5.300%, due 11/21/96 ............... 23,296,203
8,145,000 Countrywide Home Loans Inc., 5.270%, due 11/21/96 ................... 8,121,153
30,000,000 Paine Webber Group, 5.300%, due 11/22/96 ........................... 29,907,250
32,575,000 Ford Motor Credit Company, 5.250%, due 11/25/96 ..................... 32,460,987
15,115,000 Paine Webber Group, 5.300%, due 11/26/96 ............................ 15,059,368
8,965,000 Household Finance Corporation, 5.250%, due 11/26/96 ................. 8,932,315
22,000,000 American General Finance, 5.250%, due 11/27/96 ...................... 21,916,583
22,705,000 G.E. Capital Corporation, 5.250%, due 11/29/96 ...................... 22,612,288
25,310,000 Heller Financial Incorporated, 5.330%, due 12/02/96 ................ 25,193,834
21,525,000 Heller Financial Incorporated, 5.340%, due 12/03/96 ................. 21,422,828
24,780,000 Salomon Incorporated, 5.350%, due 12/04/96 .......................... 24,658,475
30,000,000 C.S. First Boston, 5.260%, due 12/05/96 ............................ 29,850,967
23,240,000 Countrywide Home Loans Inc., 5.280%, due 12/06/96 ................... 23,120,701
11,160,000 General Motors Aceptance Corporation, 5.260%, due 12/09/96 .......... 11,098,037
20,000,000 Salomon Incorporated, 5.550%, due 12/24/96 .......................... 19,836,583
19,175,000 Paine Webber Group, 5.450%, due 01/02/97 ............................ 18,995,021
19,875,000 C.S. First Boston, 5.330%, due 01/07/97 ............................ 19,677,846
------------
653,743,086
YANKEE COMMERCIAL PAPER - 4.45%
11,973,000 B.H.P. Finance U.S.A., 5.450%, due 11/12/96 ......................... 11,953,062
12,500,000 BMW U.S Capital Corporation, 5.260%, due 11/14/96 ................... 12,476,257
23,000,000 American Honda Finance Corporation, 5.280%, due 11/18/96 ............ 22,942,653
22,100,000 Toshiba Capital Asia, 5.400%, due 11/19/96 .......................... 22,040,330
12,000,000 Electricity Corporation of New Zealand, 5.410%, due 02/04/97 ........ 11,828,683
------------
81,240,985
</TABLE>

11
<PAGE> 68

<TABLE>
<CAPTION>
PRINCIPAL AMORTIZED
AMOUNT COST
<S> <C> <C>
SHORT-TERM NOTES - 52.93%
$20,000,000 General Motors Acceptance Corporation, 5.725%, due 12/13/96 (a) ..... $ 20,003,910
5,000,000 Chrysler Financial Corporation, 8.125%, due 12/16/96 ................ 5,015,199
37,000,000 First Bank National Association, 5.325%, due 12/18/96 (a) ........... 36,999,537
13,500,000 Keycorp, 8.200%, due 12/30/96 ....................................... 13,559,605
38,000,000 Sears Acceptance Corporation, 5.600%, due 01/06/97 .................. 38,013,772
10,000,000 General Motors Acceptance Corporation, 7.550%, due 01/14/97 ......... 10,033,962
10,000,000 Traveler's Incorporated, 7.625%, due 01/15/97 ....................... 10,044,094
36,000,000 Merrill Lynch & Company, 5.511%, due 01/24/97 (a) ................... 35,999,192
5,000,000 Norwest Financial, 7.875%, due 01/30/97 ............................. 5,034,521
12,000,000 American Express Centurion Bank, 5.353%, due 02/12/97 (a) ........... 11,999,985
35,000,000 Key Bank of Maine, 5.304%, due 02/14/97 (a) ......................... 34,990,132
35,000,000 Abbey National Bank, 5.279%, due 02/21/97 (a) ....................... 34,993,771
42,000,000 Bayerische Landesbank New York, 5.288%, due 03/03/97 (a) ............ 41,986,317
25,000,000 American Honda Finance Corporation, 5.637%, due 03/06/97 (a) ........ 24,999,089
20,000,000 American Express Centurion Bank, 5.357%, due 03/14/97 (a) ........... 20,000,000
35,000,000 PNC Bank, National Association, 5.295%, due 04/01/97 (a) ............ 34,987,980
9,600,000 Associates Corporation, NA, 9.700%, due 05/01/97 .................... 9,777,317
30,000,000 American Honda Finance Corporation, 5.422%, due 05/05/97 (a) ........ 29,992,439
25,000,000 Ford Motor Credit Company, 5.530%, due 05/12/97 (a) ................. 25,003,586
25,000,000 Paccar Financial Corporation, 5.262%, due 05/14/97 (a) .............. 24,988,352
37,000,000 FCC National Bank, 6.040%, due 06/19/97 ............................. 36,986,640
19,000,000 John Deere Capital Corporation, 5.950%, due 06/30/97 ................ 18,985,777
43,000,000 G.E. Capital Corporation, 5.469%, due 07/08/97 (a) .................. 43,000,000
53,000,000 Morgan Stanley Group, 5.511%, due 07/10/97 (a) ...................... 53,000,000
22,000,000 American Express Centurion Bank, 5.353%, due 07/11/97 (a) ........... 22,000,000
25,000,000 Abbey National Bank, 5.290%, due 07/15/97 (a) ....................... 24,989,108
35,000,000 Dean Witter, Discover & Company, 5.325%, due 08/08/97 (a) ........... 34,990,804
43,000,000 IBM Credit Corporation, 5.740%, due 08/14/97 ........................ 42,977,291
25,000,000 Ford Motor Credit Company, 5.633%, due 09/02/97 (a) ................. 25,018,144
35,000,000 Paccar Financial Corporation, 5.254%, due 09/22/97 (a) .............. 34,973,952
19,000,000 Australia & New Zealand Bank, 5.900%, due 09/23/97 .................. 19,027,357
39,000,000 PNC Bank, National Association, 5.338%, due 10/01/97 (a) ............ 38,971,868
24,945,000 Province of Ontario, 5.700%, due 10/01/97 ........................... 24,873,969
44,000,000 Merrill Lynch & Company, 5.420%, due 10/03/97 (a) ................... 44,000,000
17,000,000 American Express Centurion Bank, 5.345%, due 10/10/97 (a) ........... 17,000,000
17,000,000 Republic Mase Australia, 5.650%, due 10/31/97 ....................... 16,983,758
------------
966,201,428
</TABLE>

12
<PAGE> 69
<TABLE>
<CAPTION>
PRINCIPAL AMORTIZED
AMOUNT COST
<S> <C> <C>
U.S. GOVERNMENT SECURITIES - 3.24%
$28,000,000 U.S. Treasury Note, 6.875%, due 03/31/97 ............................ $ 28,156,819
31,000,000 U.S. Treasury Note, 6.125%, due 06/02/97 ............................ 31,049,813
--------------
59,206,632
U.S. GOVERNMENT AGENCY SECURITIES - 3.17%
10,000,000 Tennessee Valley Authority, 4.600%, due 12/16/96 .................... 9,989,392
13,000,000 Federal Farm Credit Bank, 5.400%, due 04/01/97 ...................... 12,991,740
35,000,000 Student Loan Marketing Association, 5.620%, due 06/30/97 ............ 34,906,613
--------------
57,887,745
--------------
TOTAL INVESTMENTS - 99.6% ....................... 1,818,279,876
OTHER ASSETS LESS LIABILITIES - 0.4% ............ 7,200,220
--------------
NET ASSETS - 100.0% ............................. $1,825,480,096
==============
</TABLE>

(a) - Variable rate securities. The rates shown are the current rates as of
October 31, 1996.

See accompanying notes.

<PAGE> 70
OLDE CUSTODIAN FUND

OLDE PREMIUM PLUS MONEY MARKET SERIES
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1996

<TABLE>
<S> <C>
ASSETS:
Investments at amortized cost (Note 1) ............................. $1,818,279,876
Cash ............................................................... 1,262
Interest receivable ................................................ 9,107,453
Deferred organizational costs ...................................... 2,010
Prepaid expenses ................................................... 73,150
--------------
TOTAL ASSETS .................................................... 1,827,463,751

LIABILITIES:
Dividends payable (Note 2) ......................................... 1,926,560
Accrued expenses ................................................... 47,632
Payable to OLDE Asset Management, Inc. ............................. 9,463
--------------
TOTAL LIABILITIES ............................................... 1,983,655
--------------
NET ASSETS applicable to 1,825,480,096 outstanding shares,
unlimited number of shares authorized, $0.01 par value ............. $1,825,480,096
==============
NET ASSET VALUE, offering and redemption price per share
on 1,825,480,096 shares of beneficial interest outstanding ......... $1.00
==============
</TABLE>

OLDE PREMIUM PLUS MONEY MARKET SERIES
STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1996

<TABLE>
<S> <C>
INTEREST INCOME (Note 1) .............................................. $ 83,074,708

EXPENSES:
Management fees ..................................................... 2,232,385
Transfer agent fees ................................................. 408,101
Custodian fees ...................................................... 87,994
Professional fees ................................................... 20,067
Accounting fees ..................................................... 16,500
Printing and postage ................................................ 12,824
Trustee fees ........................................................ 22,389
Insurance ........................................................... 15,077
Amortization of organizational costs ................................ 11,679
Registration costs .................................................. 354,417
12b-1 distribution costs ............................................ 2,232,385
---------------
5,413,818

Expenses waived and reimbursed ........................................ (5,413,818)
---------------
NET EXPENSES ........................................................ -
---------------
NET INVESTMENT INCOME ................................................. $ 83,074,708
===============
</TABLE>

See accompanying notes.

14
<PAGE> 71
OLDE CUSTODIAN FUND

OLDE PREMIUM PLUS MONEY MARKET SERIES
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31
1996 1995
------------------ ------------------
<S> <C> <C>
OPERATIONS:
Net investment income ............................................ $ 83,074,708 $ 49,268,871
DIVIDENDS TO SHAREHOLDERS FROM:
Net investment income ............................................ (83,074,708) (49,268,871)
SHARE TRANSACTIONS (AT $1.00 PER SHARE):
Proceeds from sales of shares .................................... 3,243,478,670 2,458,463,640
Net asset value of shares issued in reinvestment of dividends..... 79,753,027 47,030,038
------------------ ------------------
3,323,231,697 2,505,493,678
Cost of shares redeemed .......................................... (2,669,874,893) (1,725,674,740)
------------------ ------------------
Net increase in shareholders' equity from share transactions...... 653,356,804 779,818,938
------------------ ------------------
NET INCREASE IN SHAREHOLDERS' EQUITY ............................... 653,356,804 779,818,938
SHAREHOLDERS' EQUITY:
At beginning of year ............................................. 1,172,123,292 392,304,354
------------------ ------------------
At end of year ................................................... $ 1,825,480,096 $ 1,172,123,292
================== ==================
</TABLE>

OLDE PREMIUM PLUS MONEY MARKET SERIES
FINANCIAL HIGHLIGHTS

For a share of capital stock outstanding throughout each period:

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31 FOR THE PERIOD
JAN. 3, 1992 TO
1996 1995 1994 1993 OCT. 31, 1992
------- ------- ------- ------- ---------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD .......... $1.00 $1.00 $1.00 $1.00 $1.00

INVESTMENT OPERATIONS:
Net investment income ....................... 0.0560 0.0598 0.0401 0.0342 0.0340

DISTRIBUTIONS:
Dividends from net investment income ........ (0.0560) (0.0598) (0.0401) (0.0342) (0.0340)
------- ------- ------- ------- --------
NET ASSET VALUE, END OF PERIOD ................ $1.00 $1.00 $1.00 $1.00 $1.00
======= ======= ======= ======= ========
Total return (annualized) ................... +5.60% +5.98% +4.01% +3.42% +4.10%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted).... $1,825,480 $1,172,123 $392,304 $170,630 $94,734
Ratio of expenses to average net assets ..... - - - - -
Ratio of net investment income
to average net assets ....................... 5.60% 5.98% 4.01% 3.42% 4.10%
</TABLE>

See accompanying notes.

15
<PAGE> 72
OLDE CUSTODIAN FUND

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1996

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

OLDE Custodian Fund (the Fund) is a business trust established under the laws
of Massachusetts and is registered under the Investment Company Act of 1940 as
a diversified, open-end management company. Three series of the Fund are
currently offered for sale: OLDE Money Market Series, OLDE Premium Money Market
Series and OLDE Premium Plus Money Market Series.

NATURE OF OPERATIONS
The investment objective of each series is maximum current income, consistent
with preservation of capital and liquidity.

SECURITY VALUATION
The Fund utilizes the amortized cost method to determine the carrying value of
its investment securities. Under this method, investment securities are valued
for both financial reporting and Federal tax purposes at cost and any discount
or premium is amortized from the date of acquisition to maturity. The use of
this method results in a carrying value which approximates the market value.
Since the Fund's portfolio investments are valued at amortized cost, there will
normally not be any unrealized gains or losses on such investments. However,
should the carrying value of the Fund's investments deviate significantly from
market value, the Board of Trustees could decide to value the investments at
market value.

Investment securities purchases and sales are accounted for on a trade-date
basis.

INTEREST INCOME
Interest income is recorded daily on the accrual basis, adjusted for
amortization of premium and accretion of discount

DEFERRED ORGANIZATIONAL COSTS
Organizational costs of OLDE Premium Plus Money Market Series are being
amortized over a 60-month period from the commencement of operations.

EXPENSES
Expenses of each series are accrued daily.

USE OF ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of increases and decreases in net
assets from operations during the reporting period. Actual results could
differ from those estimates.

2. DIVIDENDS TO SHAREHOLDERS
On each day the New York Stock Exchange is open for business, the Fund declares
dividends of its daily net investment income to shareholders of record prior to
the declaration.

Each series calculates its dividends based on its daily net investment income.
For this purpose, the net investment income of a series consists of (1) accrued
interest income adjusted for amortized discount or premium, (2) any short-term
realized gains or losses on investments, and (3) a deduction for accrued
expenses allocated to that series.

3. FEDERAL INCOME TAXES
The Internal Revenue Code of 1986, as amended, treats each series of the Fund
as a separate regulated investment company. It is the Fund's policy to comply
with the requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute all of its income to shareholders.
Therefore, no Federal income tax provision is required in the accompanying
financial statements.

16
<PAGE> 73
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4. TRANSACTIONS WITH AFFILIATES
The Fund has an Investment Advisory Agreement with OLDE Asset Management, Inc.
(the Adviser). Under the current agreement, the Adviser receives a monthly
management fee equal to an annual rate of the average daily net asset value of
each series in accordance with the following schedule:

<TABLE>
<S> <C>
OLDE Money Market Series 0.50%
OLDE Premium Money Market Series 0.30%
OLDE Premium Plus Money Market Series 0.15%
</TABLE>

The Advisory Agreement also provides for the Adviser to reimburse a series for
the aggregate expenses of a series (excluding taxes, brokerage fees, and, to
the extent permitted by state securities laws, extraordinary expenses) which
exceed 2% of its first $10 million in assets, 1 1/2% of the next $20 million
and 1% of assets in excess of $30 million.

The Fund has an Accounting Services Agreement with the Adviser. Under the
current agreement, the Adviser receives a fixed fee of $1,375 per month for
each series.

The Fund has a Shareholder Services Agreement with OLDE Discount Corporation
(OLDE Discount). Under the current agreement, OLDE Discount receives a fixed
fee of $24 per account. OLDE Discount has agreed to waive this fee for OLDE
Premium Plus Money Market Series until January 1, 1997.

The Fund has an Underwriting Agreement with OLDE Discount. As underwriter for
the Fund, OLDE Discount received no commissions for the year ended October 31,
1996. For the year ended October 31, 1996, the Fund made no direct payments to
its officers and affiliated trustees and incurred trustee fees of $32,979 to
unaffiliated trustees.

The Adviser has voluntarily agreed to waive its management fee, accounting fee,
and reimburse all other expenses of OLDE Premium Plus Money Market Series until
January 1, 1997. Effective January 1, 1997 through January 1, 1998, the Adviser
has voluntarily agreed to waive its management fee and accounting fee, and
limit all other expenses of this Series to no more than .25% of average net
assets. The Adviser may, in its discretion, reimburse additional expenses of
the Series. For the year ended October 31, 1996, the Series incurred total
expenses of $5,413,818. The Adviser waived fees of $2,248,885. OLDE Discount
waived transfer agency fees of $408,101 and 12b-1 expenses of $2,232,385 and
the balance was reimbursed by the Adviser, as agreed.

5. DISTRIBUTION ASSISTANCE
Under a Plan and Agreement of Distribution pursuant to Rule 12b-1 of
the Investment Company Act of 1940, OLDE Discount is entitled to reimbursement
of certain expenses of distribution in an amount not to exceed an annual rate
of the average daily net asset value of each series in accordance with the
following schedule:

<TABLE>
<S> <C>
OLDE Money Market Series 0.25%
OLDE Premium Money Market Series 0.15%
OLDE Premium Plus Money Market Series 0.15%
</TABLE>

For the period ended October 31, 1996, the annualized percentage rate of 12b-1
expense was .06% for OLDE Money Market Series, .15% for OLDE Premium Money
Market Series and .15% for OLDE Premium Plus Money Market Series.

6. INVESTMENT SECURITIES TRANSACTIONS
Investment securities transactions for the period ended October 31, 1996 are
as follows:

OLDE Money Market Series:
Purchases: $1,834,095,188
Sales (including maturities): $1,783,165,638
OLDE Premium Money Market Series:
Purchases: $1,271,242,059
Sales (including maturities): $1,221,383,884
OLDE Premium Plus Money Market Series:
Purchases: $7,973,652,988
Sales (including maturities): $7,361,931,657

Broker commissions paid on purchases made by the Fund are infrequent and
immaterial.

7. BANK LINE OF CREDIT
At October 31, 1996 a secured line of credit in the amount of $5,000,000 was
available to the Fund. This line of credit is cancelable by the bank.
Advances under the line bear interest at the federal funds rate plus 1/2%.
There have been no borrowings under this line as of October 31, 1996.

17
<PAGE> 74
[ERNST & YOUNG LLP LETTERHEAD] REPORT OF INDEPENDENT AUDITORS

To the Shareholders and Board of Trustees of OLDE Custodian Fund:

We have audited the accompanying statements of assets and liabilities,
including the schedules of investments, of OLDE Custodian Fund, comprised of
OLDE Money Market Series, OLDE Premium Money Market Series and OLDE Premium
Plus Money Market Series, as of October 31, 1996, and the related statements of
operations, the statements of changes in net assets and the financial
highlights for each of the periods presented. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned at October
31, 1996, by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
each of the Series comprising OLDE Custodian Fund as of October 31, 1996, and
the results of their operations and the changes in their net assets and the
financial highlights for the periods referred to above in conformity with
generally accepted accounting principles.

Detroit, Michigan
November 27, 1996

18
<PAGE> 75

[Part C]

Item 24: List of exhibits

<TABLE>
<CAPTION>
Exhibit Page
Number Number*
- ------- -------
<S> <C> <C>
1 Financial Statement N/A

2 Amended Agreement and Declaration of Trust **

3 Amended Bylaws of OLDE Custodian Fund **

4 Specimen Share Certificate No certificate
to be issued

5 Advisory Agreement between the Registrant **
and OLDE Asset Management, Inc.

6 Policies and Procedures Governing Brokerage **
Transactions

7 Principal Underwriter's Agreement between **
the Registrant and OLDE Discount Corporation

8 Custodian Agreement between the Registrant **
and the Bank of New York

9 Agency Agreement between the Registrant and **
OLDE Discount Corporation

10 Rule 12b-1 Agreement and Plan of Distribution **

11 Premium Plus Series Services Agreement **

12 Opinion letter of Dickinson, Wright, Moon, Van Dusen **
& Freeman as to the legality of the shares
being registered

13 Power of Attorney **

* Unless otherwise noted, all exhibits are contained in the
separate Exhibit Volume. Page numbers set forth above are
the page numbers in that Exhibit Volume.

** On file, and incorporated herein by reference.

*** To be filed by amendment.
</TABLE>

<PAGE> 76

ITEM 25: PERSONS UNDER COMMON CONTROL WITH THE FUND

OLDE Financial Corporation is a Michigan Corporation, which acts as a holding
company for the following additional affiliates: OLDE Clearing Corporation, a
Delaware corporation, C.U. Brokerage Services, Inc., a Michigan corporation,
OLDE Discount Corporation, a Michigan corporation, OLDE Asset Management, Inc.,
a Michigan corporation, and American Brokerage Services, Inc., a Vermont
corporation. The shares of OLDE Financial Corporation are 90 percent owned by
Ernest J. Olde.

ITEM 26: SECURITY HOLDERS

<TABLE>
<CAPTION>
Title of Series Number of Record Holders
--------------- ------------------------
<S> <C>
OLDE Money Market Series 1

OLDE Premium Money Market Series 1

OLDE Premium Plus Money Market Series 1
</TABLE>

ITEM 27: INDEMNIFICATION

The Agreement and Declaration of Trust provides for indemnification of its
trustees and officers in accordance with the General Laws of Massachusetts and
the Investment Company Act of 1940. The Fund will indemnify each of its
trustees and officers against, and pay on their behalf, all liabilities and
expenses reasonably incurred by them in connection with the defense or
disposition of any action, suit or other proceeding, before any court
administrative or legislative body, in which the trustee or officer may be, or
may have been, involved as a party or otherwise, while in office or thereafter,
by reason of being or having been a trustee or officer. Neither a trustee nor
an officer will be indemnified in any action, suit or other proceeding, in
which the trustee or officer is determined to be liable to the Fund or its
shareholders by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of their duties involved in the conduct of the office. Such
determination shall be made by either a) trustees who are not parties to the
relevant proceeding, or b) written opinion to that effect from independent
legal counsel or c) a final decision on the merits by a court that the person's
liability did not arise from such conduct.

OLDE Custodian Fund maintains a bond against larceny and embezzlement covering
each officer and employee who has access to OLDE Custodian Fund securities
and/or funds, as required by the Investment Company Act of 1940.

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

<PAGE> 77

ITEM 28: BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

OLDE Asset Management, Inc. is not engaged in any business, profession,
vocation or employment of a substantial nature other than that of Adviser for
the registrant. Each director of OLDE Asset Management, Inc. was previously or
is currently employed by OLDE Discount Corporation.

ITEM 29: PRINCIPAL UNDERWRITER

OLDE Discount Corporation does not act as principal underwriter, depositor or
investment adviser to any investment company other than OLDE Custodian Fund.

The positions held by each director or senior officer of OLDE Discount
Corporation are as follows:

<TABLE>
<CAPTION>
Name and Principal Positions & Offices Positions & Offices
Business Address With Underwriter With Registrant
- ------------------- ------------------- ---------------------
<S> <C> <C>
Randal J. Mudge* Director Trustee

Michael S. Dzialo* Director, Senior Vice President None Held

Stanley A. Snider* Director, Senior Vice President None Held

Daniel S. Patterson* Director, Senior Vice President None Held

Thomas P. Fitzgerald* Sr. V.P., Chief Legal Officer None Held

Lisa S. Fildes* Corporate Secretary Trustee, President, Secy.

Mack H. Sutton* Chief Financial Officer Trustee, Vice President,
Chief Financial Officer
</TABLE>

*The address of each of these persons is 751 Griswold, Detroit, Michigan 48226.

ITEM 30: LOCATION OF RECORDS REQUIRED BY SECTION 31(A) OF THE 1940 ACT

The accounts, books and other records required to be maintained by Section
31(a) of the 1940 Act shall be held at 751 Griswold, Detroit, Michigan 48226,
the Transfer Agent's place of business.

ITEM 31: MANAGEMENT SERVICES

Not applicable.

ITEM 32: UNDERTAKINGS

Registrant hereby undertakes to submit the Advisory Agreement, the 12b-1 plan
and its selection of Ernst & Young LLP as auditor, for approval by the
shareholders of each Series (voting as separate Series) at the first special
meeting of shareholders of the Registrant held after the effective date of this
Registration Statement.
<PAGE> 78

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized, in the
City of Detroit, and State of Michigan on the 28th day of February, 1997.

OLDE Custodian Fund

By: /s/ RANDAL J. MUDGE
------------------------------
Trustee

and By: /s/ LISA S. FILDES
------------------------------
Trustee

<PAGE> 79
[ERNST & YOUNG LLP LETTERHEAD]

CONSENT OF INDEPENDENT AUDITORS

We consent to the references to our firm under the caption "Financial
Highlights" in the Prospectus and "Independent Auditors" and "Financial
Statements" in the Statement of Additional Information and to the incorporation
by reference in this Post-Effective Amendment Number 16 to the Registration
Statement No. 33-15935, dated February 28, 1997, of OLDE Custodian Fund of our
report dated November 27, 1996, included in the 1996 Annual Report to
shareholders of OLDE Custodian Fund.

ERNST & YOUNG LLP

February 28, 1997