OLDE CUSTODIAN FUND, 485APOS, 1999-01-27

OLDE CUSTODIAN FUND
485APOS, 1999-01-27

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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. 18 (x)
------
and/or
Registration Statement under the
Investment Company Act of 1940 ( )
Amendment No. 22 (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 Offices] [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 60 days after filing pursuant to Rule 485(a) of the Securities Act of
1933.

Approximate date of proposed public offering: as soon as practicable after
this Registration Statement becomes effective.

The Rule 24f-2 Notice with respect to the Fund's shares for the fiscal period
ended October 31, 1998 was filed on January 19, 1999.

<PAGE> 2

OLDE MONEY MARKET SERIES
OLDE PREMIUM MONEY MARKET SERIES
OLDE PREMIUM PLUS MONEY MARKET SERIES
OLDE CUSTODIAN FUND
751 Griswold
Detroit, MI 48226
PROSPECTUS March 1, 1999

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

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.

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Objectives and Risks 2
Expense Information 4
How the Series are Managed 5
How Series Shares are Valued 5
How Series Shares may be Purchased 5
How Series Shares may be Redeemed 7
Distributions 9
Taxation of Shareholders 10
Distribution Fees 11
Financial Highlights 12
For More Information Back Cover
</TABLE>

NEITHER THE SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED
UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<PAGE> 3

OBJECTIVES AND RISKS

OLDE Money Market Series, OLDE Premium Money Market Series, OLDE
Premium Plus Money Market Series (the "Series") seek maximum current income,
consistent with preservation of capital and liquidity, and a stable share price
of $1.00. Each Series' principal investment strategy is to invest in short-term,
higher quality corporate obligations, including commercial paper, issued by
corporations and financial institutions. The Series may sell any portfolio
investment prior to maturity if that Series believes it to be advisable.

An investment in the Series is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. Although the
Series seek to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Series.

The information below illustrates how the Series' returns may vary from
year to year, which is an indication of the risks of investing in the Series.
Past performance is not necessarily an indication of how the Series will perform
in the future.

CALENDAR YEAR ANNUAL TOTAL RETURNS

Rate OLDE Money Market Series

<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Calendar Year

Rate OLDE Premium Money Market Series
</TABLE>

<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Calendar Year

Rate OLDE Premium Plus Money Market Series
</TABLE>

<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Calendar Year
</TABLE>

<PAGE> 4

HIGHEST AND LOWEST QUARTERLY RETURN

<TABLE>
<CAPTION>
Highest Lowest
<S> <C> <C>
OLDE Money % ( __ Q 19__) % ( __ Q 19__)
Market
Series

OLDE Premium
Money Market
Series

OLDE Premium
Plus Money
Market Series
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS
as of 12-31-98
<TABLE>
<CAPTION>
1-Year 5-Year 10-Year or Since
Inception
<S> <C>
OLDE Money (10-02-89)
Market
Series

OLDE Premium (07-02-90)
Money Market
Series

OLDE Premium (01-03-92)
Plus Money
Market Series
</TABLE>

As of December 31, 1998, the 7-day yield was:

<TABLE>
<S> <C>
OLDE Money Market Series 4.43%
OLDE Premium Money Market Series 4.89%
OLDE Premium Plus Money Market Series 5.18%*
</TABLE>

*Without fee waivers and reimbursement, the yield for OLDE Premium Plus
Money Market Series would have been 4.92%.

For current yield information, call 1-800-235-3100.

<PAGE> 5

EXPENSE INFORMATION

The following table describes the fees and expenses that you may pay if
you buy and hold shares of the Fund.

Shareholder Fees
(fees paid directly from your investment)
Investors do not pay a sales charge (load) to buy or sell shares in any Series.

Annual Series Operating Expenses, as a percentage of average net assets
(expenses that are deducted from Series assets)

<TABLE>
<CAPTION>
OLDE OLDE Premium OLDE Premium
Money Market Money Market Plus Money
Series Series Market Series
<S> <C> <C> <C>
Management Fee
Distribution (12b-1) Fees
Other Expenses

Total Annual Series *
Operating Expenses
</TABLE>

*Total expenses do not reflect the waiver and reimbursement agreement currently
effective with OLDE Premium Plus Money Market Series. With waiver and
reimbursement, the total expenses were __%. Until January 1, 2000, OLDE Asset
Management, Inc. (the "Adviser") has voluntarily agreed to reimburse or waive
any and all expenses of OLDE Premium Plus Money Market Series which exceed .25%
of average net assets. The Adviser may, in its discretion, reimburse additional
expenses of this Series.

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

<TABLE>
<CAPTION>
OLDE OLDE Premium OLDE Premium
Money Market Money Market Plus Money
Series Series Market Series
<S> <C> <C> <C>
1 year $ $ $
3 years
5 years
10 years
</TABLE>

<PAGE> 6

HOW THE SERIES ARE MANAGED

OLDE Asset Management, Inc., 751 Griswold, Detroit, Michigan 48226,
serves as each Series' investment adviser (the "Adviser"). 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 as follows:

<TABLE>
<CAPTION>
Series Annual Rate
------ -----------
<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 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, 2000. 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.

HOW SERIES SHARES ARE VALUED

You may buy and sell Series shares at the net asset value per share
("nav"). The nav 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. This
means that the securities are valued at their acquisition cost and,
subsequently, the value is gradually increased (accretion of discount) or
decreased (amortization of premium).

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 the Fund. Prospective investors must contact their
local OLDE Discount office or other broker-dealer office to open an account

<PAGE> 7

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 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 may 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

<PAGE> 8

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.

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 and OLDE PREMIUM MONEY MARKET SERIES may apply for the checkwriting
option of these 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

<PAGE> 9

shareholders of OLDE PREMIUM PLUS MONEY MARKET SERIES 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 accounts of shareholders of OLDE PREMIUM MONEY MARKET SERIES are charged
a transaction fee of $1 per check for use of the checkwriting option. The amount
of these fees 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

<PAGE> 10

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' 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.

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 on the 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

<PAGE> 11

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.

TAXATION OF SHAREHOLDERS

For Federal income tax purposes, any dividends which a shareholder
receives from a Series will be considered ordinary income.

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).

DISTRIBUTION FEES

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 OLDE Discount for certain activities in connection with distribution
of its shares. The principal activities and services which may be provided by
and reimbursed to the OLDE Discount under the plans include: 1) expenses
incurred in connection with promoting sales of a Series' shares; 2) preparing
and distributing sales literature for a Series; and 3) 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 OLDE Discount. 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%
<PAGE> 12

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

Because these fees are paid out of the Series' assets on an on-going
basis, over time these fees will increase the cost of your investment and may
cost you more than paying other types of sales charges.

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
Series' financial performance for the past 5 years. Certain information reflects
financial results for a single Series share. The total returns in the table
represent the rate that an investor would have earned on an investment in the
Series (assuming reinvestment of all dividends and distributions. This
information has been audited by Ernst & Young, LLP, whose report, along with the
Series' financial statements, are included in the annual report, which is
available upon request.

OLDE MONEY MARKET SERIES
FINANCIAL HIGHLIGHTS

For a share of capital stock outstanding throughout each year:

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31
1998 1997 1996 1995 1994
---- ---- ---- ---- ----

<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 0.0476 0.0470 0.0460 0.0487 0.0293

DISTRIBUTIONS:
Dividends from net (0.0476) (0.0470) (0.0460) (0.0487) (0.0293)
investment income -------- -------- -------- -------- --------

NET ASSET VALUE, END OF YEAR $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====

TOTAL RETURN (ANNUALIZED) +4.76% +4.70% +4.60% +4.87% +2.93%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period $455,916 $403,167 $373,147 $313,232 $209,288
(000's omitted)
Ratio of expenses to average 0.91% 0.95% 1.00% 1.07% 1.05%
net assets
Ratio of net investment income 4.76% 4.70% 4.60% 4.87% 2.93%
to average net assets
</TABLE>

<PAGE> 13

OLDE PREMIUM MONEY MARKET SERIES
FINANCIAL HIGHLIGHTS
For a share of capital stock outstanding throughout each year:

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<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 0.0519 0.0508 0.0490 0.0524 0.0339

DISTRIBUTIONS:
Dividends from net (0.0519) (0.0508) (0.0490) (0.0524) (0.0339)
investment income -------- -------- -------- -------- --------

NET ASSET VALUE, END OF YEAR $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====

TOTAL RETURN (ANNUALIZED) +5.19% +5.08% +4.90% +5.24% +3.39%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period $348,934 $289,963 $233,962 $178,203 $87,946
(000's omitted)
Ratio of expenses to average 0.50% 0.58% 0.70% 0.70% 0.60%
net assets
Ratio of net investment income 5.19% 5.08% 4.90% 5.25% 3.39%
to average net assets
</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
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<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 0.0548 0.0552 0.0560 0.0598 0.0401

DISTRIBUTIONS:
Dividends from net (0.0548) (0.0552) (0.0560) (0.0598) (0.0401)
investment income -------- -------- -------- -------- --------

NET ASSET VALUE, END OF YEAR $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====

TOTAL RETURN (ANNUALIZED) +5.48% +5.52% +5.60% +5.98% +4.01%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period $2,399,144 $2,067,279 $1,825,480 $1,172,123 $392,304
(000's omitted)
Ratio of expenses to average 0.20% 0.14% -- -- --
net assets
Ratio of total expenses to 0.26% 0.27% 0.36% 0.37% 0.33%
average net assets
Ratio of net investment income 5.48% 5.52% 5.60% 5.98% 4.02%
to average net assets
</TABLE>

<PAGE> 14

More information about each Series is provided in the Statements of
Additional Information ("SAI") for each Series, dated March 1, 1999, which are
incorporated in this Prospectus by reference. This means the SAI's are
considered to be a part of this prospectus even though they are not included in
the document.

You may request the Statements of Additional Information for each
Series and the annual and semi-annual reports, at no charge, or ask questions

by telephone (800) 235-3100
by mail OLDE Custodian Fund
751 Griswold Street
Detroit, MI 48226
on the internet OLDE Discount Corporation: www.OLDE.com

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. Call 1-800-235-3100 if you wish to receive
additional copies, at no charge.

This prospectus is not an offer to sell securities in any state in
which the sale is not authorized.

You may also review information about the Series (including the SAI,
and the annual and semi-annual reports) and obtain copies by visiting the SEC's
Public Reference Room in Washington, DC or by writing the Public Reference
Section of the SEC, Washington, DC 20549-6009 with payment of a duplicating fee.
Information on the Series is also available on the SEC's website, www.SEC.gov.
Information on the operation of the public reference room may be obtained by
calling the SEC at 1-800-SEC-0330.

OLDE Money Market Series, OLDE Premium Money Market Series, OLDE
Premium Plus Money Market Series are series of OLDE Custodian Fund, SEC file
number 811-05256.

<PAGE> 15

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 maximum current
income, consistent with preservation of capital and liquidity and a stable share
price of $1.00. To achieve these objectives, the Series invests in short-term
higher quality corporate obligations, including commercial paper, issued by
corporations and financial institutions 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 March 1, 1999, is not a
Prospectus. It contains information in addition to, or further discussing, the
information in the Prospectus for the Series, dated March 1, 1999, and is
incorporated by reference in the Prospectus. No investment in shares of the
Series should be made without first reading the Prospectus. A Prospectus may be
obtained from the Fund, without charge, by writing to the address shown above,
by calling (800) 235-3100, on the internet at www.OLDE.com, or contacting any
other broker-dealer with whom the Distributor, OLDE Discount Corporation, has a
dealer agreement.

TABLE OF CONTENTS
Page
General Information About the History of the Fund and
the Series........................................................2
Investment Policies and Restrictions................................2
Officers and Trustees...............................................5
Management of the Series............................................6
Investment Adviser..................................................6
Other Expenses of the Series........................................6
Custodian...........................................................7
Transfer Agent......................................................7
Policies and Procedures Governing Portfolio Brokerage
Transactions......................................................7
Purchase and Redemption of Series Shares............................8
Dividends...........................................................9
Net Asset Value.....................................................9
Performance........................................................10
Financial Statements...............................................10
Distributor........................................................11
Miscellaneous......................................................11
Appendix...........................................................12

<PAGE> 16

GENERAL INFORMATION ABOUT THE HISTORY OF 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 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 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
Securities and Exchange Commission (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 POLICIES AND RESTRICTIONS

<PAGE> 17

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.

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.

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; and

<PAGE> 18

(See the Appendix to this Statement of Additional Information 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.

RESTRICTIONS

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.

The Series may not:

<PAGE> 19

of the value of the Series' total assets would be invested in securities of any
one issuer, or more than 10% of the outstanding securities of any one issuer
would be owned by the Series (for this purpose all indebtedness of an issuer
shall be deemed a single class of security). This restriction shall apply to
only 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 category by at least two NRSROs or by the only NRSRO that has rated
the security, or comparable unrated securities.
4) purchase any security on margin except such short-term credits as
are necessary for the clearance of transactions;
5) 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;
6) effect a short sale of any security, except in connection with an
underwriting in which the Series is a participant;
7) purchase and sell real estate, real estate limited partnership
interests, commodities or commodity contracts;
8) purchase and sell interests in oil, gas, or other mineral
exploration or development programs;
9) make loans to other persons, except through the purchase of debt
obligations or repurchase agreements in accordance with its investment
objectives and policies;
10) purchase legally or contractually restricted securities the value
of which is in excess of 5 percent of the value of the Series' total assets;
11) invest for control or management of the issuer of the securities;
12) 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);
13) invest more than 5 percent of the value of the Series' total assets
in equity securities of issuers which are not readily marketable;
14) 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;
15) 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;
16) issue senior securities as defined in the Investment Company Act of
1940;
17) 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;
18) 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
19) 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

<PAGE> 20

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.

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

3. William H. Volz, Trustee. Mr. Volz is the Interim Chair of the
Department of Accounting and Professor of Business Administration at Wayne State
University. Prior to 1998, he was 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 Professor Emeritus at
Siena Heights College, Adrian, Michigan. Prior to 1998, Mr. Milliken was a
Professor of Management at Siena Heights College.

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.

*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 $1,250 plus
expenses for each meeting of the Board of Trustees attended plus a $1,250
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

<PAGE> 21
Financial Corporation, a Michigan corporation. OLDE Financial Corporation acts
as a holding company for the following additional affiliates: OLDE Discount
Corporation, Smartvest, Inc., 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 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. For the fiscal years ended 1996, 1997 and 1998, the Series paid
$1,685,820, $2,044,393 and $2,117,687, respectively, as an advisory fee to the
Adviser. 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. OLDE
Asset Management, Inc. also provides portfolio accounting services to the Series
for a fee of $1,375 per month.

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
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 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.

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, 90 Washington St., New
York, New York 10286. 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,

<PAGE> 22

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 Corporation, 751 Griswold, Detroit, MI 48226, 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
beneficial account per year.

POLICIES AND PROCEDURES GOVERNING PORTFOLIO BROKERAGE TRANSACTIONS

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.
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.

<PAGE> 23

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.

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 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 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 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.

<PAGE> 24

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 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

<PAGE> 25

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

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 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 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.

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.

<PAGE> 26

Current Yield

For the 7 day period ended October 31, 1998, the current yield of the Series was
4.46%.

Effective Yield

For the 7 day period ended October 31, 1998, the effective yield of the Series
was 4.55%.

FINANCIAL STATEMENTS

Audited Financial Statements of the Series for the fiscal year ending October
31, 1998 with the Report of the Independent Auditors are contained in the
Series' Annual Report which is attached hereto and incorporated by reference
herein.

DISTRIBUTOR

The Fund has entered into a Principal Underwriting Agreement with OLDE Discount,
which is in effect until January 8, 2000. 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, such as advertising of Series
shares. For the fiscal year ended October 31, 1998, the Series incurred costs
totaling $85,030 as reimbursement to the Distributor. 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. The Series may
participate in joint distribution activities with the other two series of the
Fund. In such case, the distribution costs are allocated to each series in
relation to the space dedicated to the series.

INDEPENDENT AUDITORS

<PAGE> 27

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.

MISCELLANEOUS

Indemnification of Trustees

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.

Year 2000 Considerations

The management of OLDE Custodian Fund has asked the Adviser, Custodian, Transfer
Agent and Distributor for confirmation that these service providers have taken
reasonable steps to ensure that the computer systems they utilize will be "Year
2000 Compliant", and will properly process transactions and data from and after
January 1, 2000. As a result of such inquiries, management believes that such
systems will be Year 2000 Compliant. At this time, however, there can be no
assurance that such steps will be sufficient to avoid any adverse impact on the
Fund.

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.

<PAGE> 28

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

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, 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 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> 29

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.

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 objectives of the Series are maximum
current income, consistent with preservation of capital and liquidity and a
stable share price of $1.00. To achieve these objectives, the Series invests in
short-term higher quality corporate obligations, including commercial paper,
issued by corporations and financial institutions selected by its investment
adviser (the "Adviser"), OLDE Asset Management, Inc. 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 March 1, 1999, is not a
Prospectus. It contains information in addition to, or further discussing, the
information in the Prospectus for the Series, dated March 1, 1999, 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 from the Fund, without charge, by writing to the address shown
above, by calling (800) 235-3100, on the internet at www.OLDE.com, or contacting
any other broker-dealer with whom the Distributor, OLDE Discount Corporation,
has a dealer agreement.

<PAGE> 30

Management of the Series.............................................5
Investment Adviser...................................................5
Other Expenses of the Series.........................................6
Custodian............................................................6
Transfer Agent.......................................................7
Policies and Procedures Governing Portfolio Brokerage
Transactions.......................................................7
Purchase and Redemption of Series Shares.............................8
Dividends............................................................9
Net Asset Value......................................................9
Performance.........................................................10
Financial Statements................................................10
Distributor.........................................................10
Miscellaneous.......................................................11
Appendix............................................................12

GENERAL INFORMATION ABOUT THE HISTORY OF THE FUND AND THE SERIES

<PAGE> 31

INVESTMENT POLICIES AND 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.

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.

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

<PAGE> 32

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

RESTRICTIONS

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 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.

The Series may not:

<PAGE> 33

than 10% of the outstanding securities of any one issuer would be owned by the
Series (for this purpose all indebtedness of an issuer shall be deemed a single
class of security). This restriction shall apply to only 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 category by at least two
NRSROs or by the only NRSRO that has rated the security, or comparable unrated
securities.
4) purchase any security on margin except to the extent such short-term
credits are necessary for the clearance of transactions;
5) 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;
6) effect a short sale of any security, except in connection with an
underwriting in which the Series is a participant;
7) purchase and sell real estate, real estate limited partnership
interests, commodities or commodity contracts;
8) purchase and sell interests in oil, gas or other mineral exploration
or development programs;
9) make loans to other persons, except through the purchase of debt
obligations or repurchase agreements in accordance with its investment
objectives and policies;
10) purchase legally or contractually restricted securities the value
of which is in excess of 5 percent of the value of the Series' total assets;
11) invest for control or management of the issuer of the securities;
12) 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);
13) invest more than 5 percent of the value of the Series' total assets
in equity securities of issuers which are not readily marketable;
14) 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;
15) 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;
16) issue senior securities as defined in the 1940 Act;
17) 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;
18) 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
19) 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

<PAGE> 34

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.

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

3. William H. Volz, Trustee. Mr. Volz is the Interim Chair of the
Department of Accounting and Professor of Business Administration at Wayne State
University. Prior to 1998, he was the 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 Professor Emeritus at
Siena Heights College, Adrian, Michigan. Prior to 1998, he was a Professor of
Management at Siena Heights College.

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.

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

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

<PAGE> 35

Corporation, Smartvest, Inc., 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. For the fiscal years ended
1996, 1997 and 1998, the Series paid $629,877, $810,533 and $963,833,
respectively, as an advisory fee to the Adviser. 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.

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. OLDE Asset Management, Inc. also provides portfolio accounting
services to the Series for a fee of $1,375 per month.

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, 90 Washington St., New
York, New York 10286. 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.

<PAGE> 36

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 Corporation, 751 Griswold, Detroit, MI 48226, 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 beneficial 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 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. 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

<PAGE> 37

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.

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.

<PAGE> 38

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

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

<PAGE> 39

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

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 future period.

<PAGE> 40

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.

Current Yield

For the 7 day period ended October 31, 1998, the current yield of the Series was
4.89%.

Effective Yield

For the 7 day period ended October 31, 1998, the effective yield of the Series
was 5.01%.

FINANCIAL STATEMENTS

DISTRIBUTOR

The Fund has entered into a Principal Underwriting Agreement with OLDE Discount,
which is in effect until January 8, 2000 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, such
as advertising of Series shares. 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. For the fiscal year ended October 31, 1998, the Series incurred costs
totaling $32,163 as reimbursement to the Distributor. 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. The Series may participate in joint distribution activities
with the other two series of the Fund. In such case, the distribution costs are
allocated to each series in relation to the space dedicated to the series.

<PAGE> 41

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.

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
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.

Year 2000 Considerations

APPENDIX - RATINGS OF INVESTMENTS

COMMERCIAL PAPER RATINGS

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

<PAGE> 42

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

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.

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

<PAGE> 43

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.

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 objectives of the Series are
maximum current income, consistent with preservation of capital and liquidity
and a stable share price of $1.00. To achieve these objectives, the Series
invests in short-term higher quality corporate obligations, including commercial
paper, issued by corporations and financial institutions selected by its
investment adviser (the "Adviser"), OLDE Asset Management, Inc. A Prospectus and
separate Statements of Additional Information, which contain information
regarding OLDE Money Market Series, and OLDE Premium Money Market Series are
available without charge from the Fund.

This Statement of Additional Information, dated March 1, 1999, is not a
Prospectus. It contains information in addition to, or further discussing, that
found in the Prospectus for the Series, dated March 1, 1999, 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 from the Fund, without charge, by writing to the address shown above,
by calling (800) 235-3100, on the internet at www.OLDE.com, or contacting any
other broker-dealer with whom the Distributor, OLDE Discount Corporation, has a
dealer agreement.

<PAGE> 44

TABLE OF CONTENTS
Page
General Information About the History of the Fund and the
Series.............................................................2
Investment Policies and Restrictions.................................2
Officers and Trustees................................................5
Management of the Series.............................................6
Investment Adviser...................................................6
Other Expenses of the Series.........................................6
Custodian............................................................7
Transfer Agent.......................................................7
Policies and Procedures Governing Portfolio Brokerage
Transactions.......................................................7
Purchase and Redemption of Series Shares.............................8
Dividends............................................................9
Net Asset Value......................................................9
Performance.........................................................10
Financial Statements................................................10
Distributor.........................................................11
Miscellaneous.......................................................11
Appendix............................................................12

GENERAL INFORMATION ABOUT THE HISTORY OF 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

<PAGE> 45

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.

INVESTMENT POLICIES AND 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 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.

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:

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.

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

<PAGE> 46

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.

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.

RESTRICTIONS

<PAGE> 47

whichever is less.

The 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 the 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 the 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 the
Series' total assets would be invested in such securities.
3) purchase 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 the Series' total assets would be
invested in securities of any one issuer, or more than 10% of the outstanding
securities of any one issuer would be owned by the Series (for this purpose all
indebtedness of an issuer shall be deemed a single class of security). This
restriction shall apply to only 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 category by at least two NRSROs or by the only
NRSRO that has rated the security, or comparable unrated securities.
4) purchase any security on margin except such short-term credits as
are necessary for the clearance of transactions;
5) 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;
6) effect a short sale of any security, except in connection with an
underwriting in which the Series is a participant;
7) purchase and sell real estate, real estate limited partnership
interests, commodities or commodity contracts;
8) purchase and sell interests in oil, gas, or other mineral
exploration or development programs;
9) make loans to other persons, except through the purchase of debt
obligations or repurchase agreements in accordance with its investment
objectives and policies;
10) purchase legally or contractually restricted securities the value
of which is in excess of 5 percent of the value of the Series' total assets;
11) invest for control or management of the issuer of the securities;
12) 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);
13) invest more than 5 percent of the value of the Series' total assets
in equity securities of issuers which are not readily marketable;
14) 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

<PAGE> 48

securities of such issuer together own more than 5 percent of the securities of
such issuer;
15) 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;
16) issue senior securities as defined in the 1940 Act;
17) 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;
18) 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
19) 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.

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

3. William H. Volz, Trustee. Mr. Volz is Interim Chair of the
Department of Accounting and Professor of Business Administration at Wayne State
University. Prior to 1998, he was 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 Professor Emeritus at
Siena Heights College, Adrian, Michigan. Prior to 1998, he was a Professor of
Management at Siena Heights College.

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.

<PAGE> 49

*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 $1,250 plus
expenses for each meeting of the Board of Trustees attended plus a $1,250
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, Smartvest, Inc.,
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. For the
fiscal years ended 1996, 1997 and 1998, the Series paid $2,232,385, $3,011,993
and $3,312,960, respectively, as an advisory fee to the Adviser. 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. OLDE Asset Management, Inc. also
provides portfolio accounting services to the Series for a fee of $1,375 per
month.

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, 2000. The Adviser may, in its discretion, reimburse additional
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

<PAGE> 50

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.

CUSTODIAN

The Custodian for the Series is The Bank of New York, 90 Washington St., New
York, New York 10286. 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

OLDE Discount Corporation, 751 Griswold, Detroit, MI 48226, 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 beneficial account.

<PAGE> 51

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 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.

<PAGE> 52

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

<PAGE> 53

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.

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

<PAGE> 54

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 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

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.

<PAGE> 55

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.

Current Yield

For the 7 day period ended October 31, 1998, the current yield of the Series was
5.27%. If the Adviser's reimbursement policy was not in effect during this
period, the current yield would have been 5.21%.*

Effective Yield

For the 7 day period ended October 31, 1998, the effective yield of the Series
was 5.40%. If the Adviser's reimbursement policy was not in effect during this
period, the effective yield would have been 5.34%.*

*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, 2000, 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.

FINANCIAL STATEMENTS

DISTRIBUTOR

The Fund has entered into a Principal Underwriting Agreement with OLDE Discount,
the Distributor, which is in effect until January 8, 2000, 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.

<PAGE> 56

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.
For the fiscal year ended October 31, 1998, the Series incurred costs totaling
$1,424,223 as reimbursement to the Distributor. 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. The Series
may participate in joint distribution activities with the other two series of
the Fund. In such case, the distribution costs are allocated to each series in
relation to the space dedicated to the series.

INDEPENDENT AUDITORS

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.

Year 2000 Considerations

<PAGE> 57

management believes that such systems will be Year 2000 Compliant. At
this time, however, there can be no assurance that such steps will be sufficient
to avoid any adverse impact on the Fund.

APPENDIX - RATINGS OF INVESTMENTS

COMMERCIAL PAPER RATINGS

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

<PAGE> 58
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.

[Part C]

Item 23: List of exhibits

<TABLE>
<CAPTION>
Exhibit Page
Number Number*
- - ------------------------------------------------------------------------------------------------------
<S> <C> <C>
27 Financial Data Schedule to be filed
by Amendment

99.a Amended Agreement and Declaration of Trust **

99.b Amended Bylaws of OLDE Custodian Fund **

99.c Specimen Share Certificate No certificate
</TABLE>

<PAGE> 59

<TABLE>
<S> <C> <C>
to be issued

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

99.e Principal Underwriter's Agreement between **
the Registrant and OLDE Discount Corporation

99.f Bonus or Profit Sharing Contracts N/A

99.g Custodian Agreement between the Registrant **
and the Bank of New York

99.h Agency Agreement between the Registrant and **
OLDE Discount Corporation

Premium Plus Series Services Agreement **

99.i Opinion letter of Dickinson Wright PLLC as to the herewith
legality of the shares being registered provided

99.j Power of Attorney **

Consent of Ernst & Young LLP herewith
provided

99.k Financial Statement N/A

99.l Initial Capital Agreements N/A

99.m Rule 12b-1 Agreement and Plan of Distribution **

99.o Rule 18f-3 Plan N/A

** Previously filed as part of the Registration Statement, and incorporated herein by reference.
</TABLE>

ITEM 24: PERSONS UNDER COMMON CONTROL WITH THE FUND

Registrant does not control, and is not under common control with, any person.

<PAGE> 60

ITEM 25: 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.

ITEM 26: 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 27: PRINCIPAL UNDERWRITER

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

<PAGE> 61

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

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 28: 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, OLDE
Discount Corporation's (Transfer Agent) place of business.

ITEM 29: MANAGEMENT SERVICES

Not applicable.

ITEM 30: 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.

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 27th day of January, 1999.

OLDE Custodian Fund
/s/ Randal J. Mudge
By: Randal J. Mudge
Trustee

/s/ Lisa S. Fildes
and By: Lisa S. Fildes
Trustee

Pursuant to the requirements of the Securities Act, this registration statement
has been signed below by the following persons in the capacities and on the
date indicated.

01-27-99 /s/ Randal J. Mudge
----------------------------
Randal J. Mudge, trustee

01-27-99 /s/ Lisa S. Fildes
----------------------------
Lisa S. Fildes, trustee

01-27-99 /s/ Randal J. Mudge
----------------------------
William R.D. Martin, trustee

01-27-99 /s/ Randal J. Mudge
----------------------------
Charles C. Milliken, trustee

01-27-99 /s/ Randal J. Mudge
----------------------------
Bruce H. Olson, trustee

01-27-99 /s/ Randal J. Mudge
----------------------------
William H. Volz, trustee

01-27-99 /s/ Mack H. Sutton
----------------------------
Mark H. Sutton, trustee

<PAGE> 62
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Page
Number*
- - ------------------------------------------------------------------------------------------------------
<S> <C> <C>
27 Financial Data Schedule to be filed
by Amendment

99.a Amended Agreement and Declaration of Trust **

99.b Amended Bylaws of OLDE Custodian Fund **

99.c Specimen Share Certificate No certificate

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

99.e Principal Underwriter's Agreement between **
the Registrant and OLDE Discount Corporation

99.f Bonus or Profit Sharing Contracts N/A

99.g Custodian Agreement between the Registrant **
and the Bank of New York

99.h Agency Agreement between the Registrant and **
OLDE Discount Corporation

Premium Plus Series Services Agreement **

99.i Opinion letter of Dickinson Wright PLLC as to the herewith
legality of the shares being registered provided

99.j Power of Attorney **

Consent of Ernst & Young LLP herewith
provided

99.k Financial Statement N/A

99.l Initial Capital Agreements N/A

99.m Rule 12b-1 Agreement and Plan of Distribution **

99.o Rule 18f-3 Plan N/A

** Previously filed as part of the Registration Statement, and incorporated herein by reference.
</TABLE>

<PAGE> 1
EXHIBIT 99.i

[DICKINSON WRIGHT PLLC LETTERHEAD]

January 26, 1999

U. S. Securities and Exchange
Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

RE: OLDE CUSTODIAN FUND, POST-EFFECTIVE AMENDMENT NO. 18
UNDER THE SECURITIES ACT OF 1933, AND AMENDMENT NO. 22
UNDER THE INVESTMENT COMPANY ACT OF 1940, ON FORM N-1A
SEC FILE NO. 33-15935

Ladies and Gentlemen:

We are acting as counsel to OLDE Custodian Fund, a diversified open-end
management investment company, organized as a Massachusetts Business Trust, in
rendering this opinion. This opinion relates to shares of the Fund that are
being offered pursuant to the Fund's Registration Statement on Form N-1A, SEC
File No. 33-15935, as amended by Post-Effective Amendment No. 18 under the
Securities Act of 1933 and Amendment No. 22 under the Investment Company Act of
1940 (the "Registration Statement"). The Registration Statement relates to the
offer and sale of shares (the "Shares") of the Fund, which consists of three
series, the OLDE Money Market Series, the OLDE Premium Money Market Series, and
the OLDE Premium Plus Money Market Series. Pursuant to Section 24(f) of the
Investment Company Act of 1940, the Fund is registering an indefinite number of
Shares pursuant to the Registration Statement, and will be required to file Form
24F-2 within 90 days after the end of its fiscal year.

In connection with this opinion, we have reviewed such legal and
factual matters as we have deemed appropriate.

Based upon the foregoing, we are of the opinion that the Shares that
are issued and sold by the Fund as provided for in the Registration Statement,
for payment as described therein, will be legally issued, fully paid, and
non-assessable.

<PAGE> 2

[DICKINSON WRIGHT PLLC LETTERHEAD]

U. S. Securities and Exchange Commission
January 26, 1999
Page 2

We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, and to any reference to us in the Registration Statement
as legal counsel who has passed upon the legality of the Shares.

Very truly yours,

/s/ Dickinson Wright PLLC

JMS/

<PAGE> 1
Exhibit 99.j
Ernst & Young LLP

Consent of the 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 18 to the Registration
Statement No. 33-15935, dated January 27, 1998, of OLDE Custodian Fund to our
report dated November 25, 1998, included in the 1998 Annual Report to
shareholders of OLDE Custodian Fund.

January 27, 1999