COVENTRY GROUP, 485BPOS, 1995-11-17

COVENTRY GROUP
485BPOS, 1995-11-17

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<PAGE> 1

As filed with the Securities and Exchange Commission on November 17, 1995

Registration No. 33-44964
Investment Company Act File No. 811-6526
- -------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- -------------------------------------------------------------------------
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
----

Post-Effective Amendment No. 22 [X]
----

and/or

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 24 [X]

(Check appropriate box or boxes)

THE COVENTRY GROUP
----------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

3435 Stelzer Road, Columbus, Ohio 43219
---------------------------------------
(Address of Principal Executive Offices)

Registrant's Telephone Number: (614) 470-8000
--------------
Jeffrey L. Steele, Esq.
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005
--------------------------------------
(Name and Address of Agent for Service)

Copies to:

Roy E. Rogers
BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219

It is proposed that this filing will become effective (check appropriate box)

[X] Immediately upon filing pursuant to [ ] on ( ) pursuant to
paragraph paragraph (b), or (b), or

[ ] 75 days after filing pursuant to [ ] on ( ) pursuant to
paragraph paragraph (a), or (a), of Rule 485.
- ---------------------

* Registrant has registered an indefinite number of shares of all series then
existing or subsequently established under the Securities Act of 1933
pursuant to Rule 24f-2 under the Investment Company Act of 1940, which it
expressly reaffirms. Registrant filed the notice required by Rule 24f-2
with respect to its fiscal year ended March 31, 1995, on May 25, 1995.
<PAGE> 2

CROSS REFERENCE SHEET
---------------------

The enclosed materials relate only to the seven AMCORE Mutual Funds which
consist of: the AMCORE Vintage U.S. Government Obligations Fund, AMCORE Vintage
Fixed Income Fund, AMCORE Vintage Intermediate Tax-Free Fund, AMCORE Vintage
Equity Fund, AMCORE Vintage Balanced Fund, AMCORE Vintage Aggressive Growth
Fund and AMCORE Vintage Fixed Total Return Fund, each of which are separate
investment series of the Coventry Group (the "Group"). Information relating to
The Shelby Fund and to Brenton U.S. Government Money Market Fund, Brenton
Intermediate U.S. Government Securities Fund, Brenton Intermediate Tax-Free
Fund, and Brenton Value Equity Fund is contained in Post-Effective Amendment
No. 18, filed on July 31, 1995. Information relating to the Ernst Asia Fund
and the Ernst Global Resources Fund is contained in Post-Effective Amendment
No. 21 filed on October 27, 1995.

Form N-1A Part A Item Prospectus Caption
- --------------------- ------------------

1. Cover page.................. Cover Page

2. Synopsis.................... Fee Table

3. Condensed Financial
Information................. Financial Highlights

4. General Description of
Registrant.................. Investment Objective and
Policies; Investment
Restrictions; General
Information - Description of
the Group and Its Shares

5. Management of the Fund...... Management of the Group

5A. Management's Discussion of
Fund Performance............ Provided in Registrant's Annual
Report to Shareholders

6. Capital Stock and Other
Securities.................. How to Purchase and Redeem
Shares; Dividends and Taxes;
General Information -
Description of the Group and
Its Shares; General Information
- Miscellaneous
<PAGE> 3
7. Purchase of Securities
Being Offered............... Valuation of Shares; How to Purchase and
Redeem Shares

8. Redemption or Repurchase.... How to Purchase and Redeem Shares

9. Pending Legal Proceedings... Inapplicable

Statement of Additional
-----------------------
Form N-1A Part B Item Information Caption
- --------------------- -------------------

10. Cover Page.................. Cover Page

11. Table of Contents.......... Table of Contents

12. General Information and
History..................... The Coventry Group;
Additional Information

13. Investment Objectives and
Policies.................... Investment Objective and
Policies

14. Management of the Fund...... Management of the Group -
Trustees and Officers

15. Control Persons and Principal
Holders of Securities....... Additional Information -
Description of Shares

16. Investment Advisory and other
Services.................... Management of the Group

17. Brokerage Allocation........ Management of the Group -
Portfolio Transactions

18. Capital Stock and other
Securities.................. Additional Information -
Description of Shares

19. Purchase, Redemption and
Pricing of Securities
Being Offered............... Additional Purchase and
Redemption Information

20. Tax Status.................. Additional Information -
Additional Tax
Information

21. Underwriters................ Management of the Group -
Distributor
<PAGE> 4
22. Calculation of Performance
Data........................ Additional Information

23. Financial Statements........ Financial Statements
<PAGE> 5
AMCORE VINTAGE U.S. GOVERNMENT OBLIGATIONS FUND
AMCORE VINTAGE FIXED INCOME FUND
AMCORE VINTAGE INTERMEDIATE TAX FREE FUND
AMCORE VINTAGE EQUITY FUND
AMCORE VINTAGE BALANCE FUND
AMCORE VINTAGE AGGRESSIVE GROWTH FUND
AMCORE VINTAGE FIXED TOTAL RETURN FUND

SUPPLEMENT DATED NOVEMBER 17, 1995 TO
PROSPECTUS DATED JUNE 1, 1995

The Prospectus is hereby supplemented as follows:

1. The Financial Highlights in the table below set forth certain financial
data and investment results of the Balanced Fund and the Fixed Total Return
Fund, since the commencement of operations of these Funds, expressed in one
share outstanding throughout the period. The Financial Highlights are derived
from the unaudited financial statements of the Funds for the periods indicated.
The Financial Highlights should be read in conjunction with the unaudited
financial statements, related notes and other information included in the
Statement of Additional Information.

2. The Weighted Average Maturity restriction for the Fixed Total Return
Fund has been amended from 4 to 6 years to 3 to 7 years.

3. All references in the Prospectus to The Winsbury Company, 1900 East
Dublin-Granville Road, Columbus, Ohio 43229 are changed to BISYS Funds
Services, 3435 Stelzer Road, Columbus, Ohio 43219, in order to reflect the
change in the name and the address of The Winsbury Company.

INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE
PROSPECTUS FOR FUTURE REFERENCE

<PAGE> 6

<TABLE>
<CAPTION>
Fixed
Total
Balanced Return
Fund Fund
------------------ ----------------
June 1, 1995 to June 15, 1995 to
September 30, September 30,
1995 1995
(a) (a)
------------------ ----------------
<S> <C> <C>
Net Asset Value, Beginning of Period $ 10.00 $ 10.00
------- -------
INVESTMENT ACTIVITIES:
Net Investment Income 0.10 0.16
Net realized and unrealized
gains (losses) on investments 0.53
------- -------
Total from Investment Activities 0.63 0.16
------- -------
DISTRIBUTIONS:
Net investment income (0.09) (0.15)
Net realized gains
------- -------
Total Distributions (0.09) (0.15)
------- -------
Net Asset Value, End of Period $ 10.54 $ 10.01
======= =======

Total Return 6.26% (b) 1.59% (b)

RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000) $16,788 $40,483
Ratio of expenses to average
net assets 1.37% (c) 1.16% (c)
Ratio of net investment income to
average net assets 2.77% (c) 5.65% (c)
Ratio of expenses to average
net assets* 1.37% (c) 1.18% (c)
Ratio of net investment income to
average net assets* 2.77% (c) 5.63% (c)

Portfolio Turnover 13.30% 25.49%

</TABLE>

* During the period certain fees were voluntarily reduced. If such voluntary
fee reductions had not occurred, the ratios would have been as indicated.

(a) Period from commencement of operations.
(b) Aggregate total return.
(c) Annualized.

<PAGE> 7
U.S. GOVERNMENT OBLIGATIONS FUND
FIXED INCOME FUND
INTERMEDIATE TAX-FREE FUND
EQUITY FUND
BALANCED FUND
AGGRESSIVE GROWTH FUND
FIXED TOTAL RETURN FUND
For current yield, purchase,
and redemption
information, call (800)
438-6375.

The Coventry Group (the "Group") is an open-end management investment
company which issues its shares in separate classes. Each class relates to a
separate portfolio of assets. The portfolios advised by AMCORE Capital
Management, Inc. ("AMCORE") are the AMCORE Vintage U.S. Government Obligations
Fund (the "U.S. Government Fund"), the AMCORE Vintage Fixed Income Fund (the
"Fixed Income Fund"), the AMCORE Vintage Intermediate Tax-Free Fund (the
"Tax-Free Fund"), the AMCORE Vintage Equity Fund (the "Equity Fund"), the AMCORE
Vintage Balanced Fund (the "Balanced Fund"), the AMCORE Vintage Aggressive
Growth Fund (the "Aggressive Growth Fund") and the AMCORE Vintage Fixed Total
Return Fund (the "Fixed Total Return Fund") (collectively, the "Funds").

The U.S. Government Fund's investment objective is to seek current income
consistent with maintaining liquidity and stability of principal. The U.S.
Government Fund invests exclusively in short-term U.S. Treasury bills, notes and
other short-term obligations issued or guaranteed by the U.S. Government or its
agencies or instrumentalities, and repurchase agreements with respect thereto.
THE U.S. GOVERNMENT FUND SEEKS TO MAINTAIN A CONSTANT NET ASSET VALUE OF $1.00
PER SHARE, BUT THERE CAN BE NO ASSURANCE THAT NET ASSET VALUE WILL NOT VARY. AN
INVESTMENT IN THE U.S. GOVERNMENT FUND IS NEITHER INSURED NOR GUARANTEED BY THE
UNITED STATES GOVERNMENT.

The investment objective of the Fixed Income Fund is to seek total return
consistent with the production of current income and the preservation of
capital. The Fixed Income Fund invests primarily in fixed income securities that
have a stated or remaining maturity of 15 years or less and expects to maintain
a dollar-weighted average portfolio maturity of 4 to 6 years.

The investment objective of the Tax-Free Fund is to seek current income,
consistent with the preservation of capital, that is exempt from federal income
taxes. The Tax-Free Fund invests primarily in a diversified portfolio of
intermediate-term tax-free fixed income securities.

The investment objective of the Equity Fund is long-term capital
appreciation. The Equity Fund invests primarily in a diversified portfolio of
equity securities.

The investment objective of the Balanced Fund is to seek long-term growth of
capital and income. The Balanced Fund invests primarily in a diversified
portfolio of equity securities and high quality fixed income securities.

The investment objective of the Aggressive Growth Fund is long-term capital
growth. The Aggressive Growth Fund invests primarily in common stocks and other
equity-type securities of small, medium and large capitalized companies that
exhibit a strong potential for price appreciation relative to other equity
securities.

The investment objective of the Fixed Total Return Fund is to seek long-term
total return. The Fixed Total Return Fund invests primarily in a diversified
portfolio of fixed income securities including certain types of fixed income
securities that may exhibit greater volatility than those invested in by the
Fixed Income Fund.

AMCORE Capital Management, Inc., Rockford, Illinois, acts as the investment
adviser to the Funds. SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, AMCORE FINANCIAL, INC., AMCORE BANK N.A., ROCKFORD OR
THEIR AFFILIATES, AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. INVESTMENTS IN THE
FUNDS ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL.

The Winsbury Company, Columbus, Ohio (the "Distributor") acts as the Funds'
administrator and distributor. BISYS Fund Services Ohio, Inc., Columbus, Ohio,
an affiliate of The Winsbury Company, acts as the Funds' transfer agent (the
"Transfer Agent") and performs certain accounting services for the Funds.

Additional information about the Funds, contained in a Statement of
Additional Information, has been filed with the Securities and Exchange
Commission (the "Commission") and is available upon request without charge by
writing to the Funds at their address or by calling the Funds at the telephone
number shown above. The Statement of Additional Information bears the same date
as this Prospectus and is incorporated by reference in its entirety into this
Prospectus.

This Prospectus sets forth concisely the information about the Funds that a
prospective investor ought to know before investing. Investors should read this
Prospectus and retain it for future reference.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION ("COMMISSION") OR ANY STATE SECURITIES COMMISSION, NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------
The date of this Prospectus is June 1, 1995
<PAGE> 8

PROSPECTUS SUMMARY

<TABLE>
<S> <C>
The Funds................................. AMCORE Vintage U.S. Government Obligations Fund
(the "U.S. Government Fund"), AMCORE Vintage
Fixed Income Fund (the "Fixed Income Fund"),
AMCORE Vintage Intermediate Tax-Free Fund (the
"Tax-Free Fund"), AMCORE Vintage Equity Fund
(the "Equity Fund"), AMCORE Vintage Balanced
Fund (the "Balanced Fund"), AMCORE Vintage Ag-
gressive Growth (the "Aggressive Growth Fund")
and AMCORE Vintage Fixed Total Return Fund
(the "Fixed Total Return Fund"), each a
diversified investment portfolio
(collectively, the "Funds") of The Coventry
Group, an open-end, management investment
company organized as a Massachusetts business
trust.
Shares Offered............................ Shares of beneficial interest ("Shares") of the
Funds.
Offering Price............................ The public offering price of the U.S. Government
Fund's Shares is equal to the net asset value
per Share, which the U.S. Government Fund will
seek to maintain at $1.00.
The public offering price of the Fixed Income
Fund, the Tax-Free Fund, the Equity Fund, the
Balanced Fund, the Aggressive Growth Fund and
the Fixed Total Return Fund's Shares is equal
to the net asset value per Share.
Minimum Purchase.......................... $1,000 minimum for the initial investment with a
$50 minimum for subsequent investments. (See
"HOW TO PURCHASE AND REDEEM SHARES-- Purchases
of Shares and Auto Invest Plan" for a
discussion of lower minimum purchase amounts).
Investment Objective...................... The U.S. Government Fund seeks current income
consistent with maintaining liquidity and
stability of principal.
The Fixed Income Fund seeks total return
consistent with the production of current
income and the preservation of capital.
The Tax-Free Fund seeks current income,
consistent with the preservation of capital,
that is exempt from federal income taxes.
The Equity Fund seeks long-term capital
appreciation.
The Balanced Fund seeks long-term growth of
capital and income.
</TABLE>

2
<PAGE> 9

<TABLE>
<S> <C>
The Aggressive Growth Fund seeks long-term
capital growth.
The Fixed Total Return Fund seeks long-term
total
return. Total return includes a combination of
interest income from the Fund's underlying
fixed income securities, appreciation in the
value of these fixed income securities and
gains realized upon the sales of such
securities.
Investment Policy......................... The U.S. Government Fund invests exclusively in
short-term U.S. Treasury bills, notes and other
short-term obligations issued or guaranteed by
the U.S. Government or its agencies or
instrumentalities, and repurchase agreements
with respect thereto.
Under normal market conditions, the Fixed Income
Fund invests primarily in fixed income
securities that have a stated or remaining
maturity of 15 years or less and expects to
maintain a dollar-weighted average portfolio
maturity of 4 to 6 years.
Under normal market conditions, the Tax-Free
Fund invests primarily in tax-exempt
obligations that have a stated maturity of 25
years or less and expects to maintain a
dollar-weighted average portfolio maturity of
5 to 9 years.
Under normal market conditions, the Equity Fund
invests primarily in equity securities of
large capitalization companies with strong
earnings potential.
Under normal market conditions, the Balanced
Fund invests primarily in a diversified
portfolio of equity securities and high
quality fixed income securities.
Under normal market conditions, the Aggressive
Growth Fund invests primarily in equity
securities of small, medium and large
capitalized companies that exhibit a strong
potential for price appreciation relative to
other equity securities.
Under normal market conditions, the Fixed Total
Return Fund invests primarily in a diversified
portfolio of fixed income securities including
certain types of fixed income securities that
may exhibit greater volatility than those
invested in by the Fixed Income Fund.
</TABLE>

3
<PAGE> 10

<TABLE>
<S> <C>
Investment Adviser........................ AMCORE Capital Management, Inc., Rockford,
Illinois.
Dividends................................. The U.S. Government Fund intends to declare
dividends from net income daily and pay such
dividends monthly. The Fixed Income Fund and
the Tax-Free Fund intend to declare dividends
from net investment income and pay such
dividends monthly. The Equity Fund, the
Balanced Fund, the Aggressive Growth Fund and
the Fixed Total Return Fund intend to declare
dividends from net investment income quarterly
and pay such dividends quarterly.
Distributor............................... The Winsbury Company, Columbus, Ohio.
</TABLE>

4
<PAGE> 11

FEE TABLE

<TABLE>
<CAPTION>
U.S.
GOVERNMENT FIXED INCOME TAX-FREE EQUITY
FUND FUND FUND FUND
---------- ------------- -------- ------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES1
Maximum Sales Load Imposed on Purchases (as a percentage of
offering price).......................................... 0% 0% 0% 0 %
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price)...................... 0% 0% 0% 0 %
Deferred Sales Load (as a percentage of original purchase
price or redemption proceeds, as applicable)............. 0% 0% 0% 0 %
Redemption Fees (as a percentage of amount redeemed, if
applicable).............................................. 0% 0% 0% 0 %
Exchange Fee............................................... $ 0 $ 0 $ 0 $ 0
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees............................................ .40% .60% .60% .75 %
12b-1 Fees2................................................ .00% .00% .00% .00 %
Other Expenses............................................. .61% .63% .73% .61 %
---------- ------ -------- ------
Total Fund Operating Expenses After Waivers3............... 1.01% 1.23% 1.33% 1.36 %
=========== ============== ======== ======
</TABLE>

EXAMPLE
You would pay the following expenses on a
$1,000 investment, assuming
(1) 5% annual return and (2) redemption at
the end of each time period:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
U.S. Government Fund............................................ $10 $32 $56 $124
Fixed Income Fund............................................... $13 $39 $68 $149
Tax-Free Fund................................................... $14 $42 $73 $160
Equity Fund..................................................... $14 $43 $74 $164
</TABLE>

The purpose of the above table is to assist a potential purchaser of a Fund's
Shares in understanding the various costs and expenses that an investor in a
Fund will bear directly or indirectly. The table has been restated to reflect
the current fees for the Funds. Such expenses do not include any fees charged by
AMCORE Bank N.A., Rockford ("AMCORE Bank"), AMCORE Trust Company or any of their
affiliates to customer accounts which may have invested in Shares of the Fund.
See "MANAGEMENT OF THE GROUP" and "GENERAL INFORMATION" for a more complete
discussion of the Shareholder transaction expenses and annual operating expenses
for the Fund. THE FOREGOING EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF
PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN.
- ---------
1 A Participating Organization (as defined in this Prospectus) or a Bank (as
defined in this Prospectus) may charge a Customer's (as defined in the
Prospectus) account fees for automatic investment and other investment
management services provided in connection with investment in the Fund. (See
"HOW TO PURCHASE AND REDEEM INVESTOR SHARES--Purchases of Shares.")
2 The Group has adopted a Distribution and Shareholder Service Plan (the "Plan")
pursuant to which a Fund is authorized to pay or reimburse the Distributor a
periodic amount calculated at an annual rate not to exceed 0.25% of the
average daily net assets of such Fund. Currently, however, it is intended that
no such amounts will be paid under the Plan by any of the Funds. Shareholders
will be given at least 30 days' notice prior to the payment of any fees under
the Plan. As a result of expenses payable in connection with the Plan, it is
possible that long-term shareholders may pay more than the economic equivalent
of the maximum front-end sales charges permitted by the National Association
of Securities Dealers.
3 Absent the reduction of distribution fees, "Total Fund Operating Expenses" as
a percentage of average daily net assets would have been 1.26% for the U.S.
Government Fund, 1.48% for the Fixed Income Fund, 1.58% for the Tax-Free Fund
and 1.61% for the Equity Fund.

5
<PAGE> 12

<TABLE>
<CAPTION>
AGGRESSIVE FIXED
BALANCED GROWTH TOTAL RETURN
FUND FUND FUND
-------- ---------- ------------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES1
Maximum Sales Load Imposed on Purchases (as a percentage of offering
price)............................................................ 0% 0% 0%
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage
of offering price)................................................ 0% 0% 0%
Deferred Sales Load (as a percentage of original purchase price or
redemption proceeds, as applicable)............................... 0% 0% 0%
Redemption Fees (as a percentage of amount redeemed, if
applicable)....................................................... 0% 0% 0%
Exchange Fee........................................................ $ 0 $ 0 $ 0
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees..................................................... 0.75% 0.95% 0.75%
12b-1 Fees After Fee Waivers2....................................... 0.00% 0.00% 0.00%
Other Expenses3..................................................... 0.84% 0.80% 0.71%
-------- ----- -----
Total Fund Operating Expenses After Fee Waivers4.................... 1.59% 1.75% 1.46%
======== ========== ============
</TABLE>

EXAMPLE
You would pay the following expenses on a
$1,000 investment, assuming
(1) 5% annual return and (2) redemption at
the end of each time period:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
Balanced Fund....................................................................... $ 16 $50
Aggressive Growth Fund.............................................................. $ 18 $55
Fixed Total Return Fund............................................................. $ 15 $46
</TABLE>

The purpose of the above table is to assist a potential purchaser of a Fund's
Shares in understanding the various costs and expenses that an investor in a
Fund will bear directly or indirectly. Such expenses do not include any fees
charged by AMCORE Bank N.A., Rockford ("AMCORE Bank"), AMCORE Trust Company or
any of their affiliates to customer accounts which may have invested in Shares
of the Fund. During the current fiscal year, AMCORE and the Administrator
anticipate voluntarily reducing a portion of the fees payable to them which may
result in lower total operating expenses. See "MANAGEMENT OF THE GROUP" and
"GENERAL INFORMATION" for a more complete discussion of the Shareholder
transaction expenses and annual operating expenses for the Fund. THE FOREGOING
EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES.
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
- ---------
1 A Participating Organization (as defined in this Prospectus) or a Bank (as
defined in this Prospectus) may charge a Customer's (as defined in the
Prospectus) account fees for automatic investment and other investment
management services provided in connection with investment in the Fund. (See
"HOW TO PURCHASE AND REDEEM INVESTOR SHARES--Purchases of Shares.")
2 The Group has adopted a Distribution and Shareholder Service Plan (the "Plan")
pursuant to which a Fund is authorized to pay or reimburse the Distributor a
periodic amount calculated at an annual rate not to exceed 0.25% of the
average daily net assets of such Fund. Currently, however, it is intended that
no such amounts will be paid under the Plan by any of the Funds. Shareholders
will be given at least 30 days' notice prior to the payment of any fees under
the Plan. As a result of expenses payable in connection with the Plan, it is
possible that long-term shareholders may pay more than the economic equivalent
of the maximum front-end sales charges permitted by the National Association
of Securities Dealers.
3 "Other Expenses" for the Balanced Fund, the Aggressive Growth Fund and the
Fixed Total Return Fund are based on estimated amounts for the current fiscal
year.
4 Absent the waiver of the full amount of distribution fees during the current
fiscal year, it is estimated that "Total Fund Operating Expenses," as a
percentage of average daily net assets, would have been 1.84% for the Balanced
Fund, 2.00% for the Aggressive Growth Fund and 1.71% for the Fixed Total
Return Fund.

6
<PAGE> 13

FINANCIAL HIGHLIGHTS

The tables below set forth certain financial data, other operating
information and investment results of the U.S. Government Fund, the Fixed Income
Fund, the Tax-Free Fund and the Equity Fund since their inception expressed in
one share outstanding throughout the period. The Financial Highlights contained
in the tables below are derived from the financial statements audited by Ernst &
Young LLP, independent auditors for the Funds. The Financial Highlights should
be read in conjunction with the financial statements, related notes, and other
financial information incorporated by reference in the Statement of Additional
Information. Financial Highlights are not shown for the Balanced Fund, the
Aggressive Growth Fund and the Fixed Total Return Fund because shares of these
funds were not offered during the periods shown.

<TABLE>
<CAPTION>
U.S. GOVERNMENT FUND
------------------------------------------------
YEAR ENDED YEAR ENDED DECEMBER 21, 1992
MARCH 31, MARCH 31, TO MARCH 31,
1995 1994 19931
----------- ----------- ------------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period................... $ 1.000 $ 1.000 $ 1.000
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income.............................. .042 .027 .007
Net Gains or Losses on Securities (both realized
and unrealized).................................. .000 .000 .000
----------- ----------- --------
Total From Investment Operations.............. .042 .027 .007
LESS DISTRIBUTIONS
Dividends (from net investment income)............. (.042) (.027) (.007)
Distributions (from capital gains)................. .000 .000 .000
Returns of Capital................................. .000 .000 .000
----------- ----------- --------
Total Distributions........................... (.042) (.027) (.007)
Net Asset Value, End of Period......................... $ 1.000 $ 1.000 $ 1.000
============ ============ ===================
TOTAL RETURN........................................... 4.32% 2.73% 0.75%*
ANNUALIZED RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)........................ $ 137,888 $ 105,345 $ 87,928
Ratio of Expenses to Average Net Assets................ 0.50% 0.56% 0.58%**
Ratio of Net Investment Income to Average Net Assets... 4.26% 2.70% 2.68%**
Ratio of Expenses to Average Net Assets2............... 0.98% 1.02% 1.14%**
Ratio of Net Investment Income to Average Net
Assets2.............................................. 3.78% 2.23% 2.12%**
Portfolio Turnover Rate................................ N/A N/A N/A
</TABLE>

- ---------
1 Period from Commencement of Operations.
2 During the period, the investment advisory, administration and distribution
fees were voluntarily reduced. If such voluntary fee reductions had not
occurred, the rates would have been as indicated.
* Aggregate Total Return
** Annualized

7
<PAGE> 14

<TABLE>
<CAPTION>
EQUITY FUND
----------------------------------------------
YEAR ENDED YEAR ENDED DECEMBER 15, 1992
MARCH 31, MARCH 31, TO MARCH 31,
1995 1994 19931
---------- ---------- ------------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period................... $ 10.05 $ 10.20 $ 10.00
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income.............................. .15 .19 .05
Net Gains or Losses on Securities (both realized
and unrealized).................................. 1.41 (.14) .19
---------- ---------- --------
Total From Investment Operations.............. 1.56 .05 .24
LESS DISTRIBUTIONS
Dividends (from net investment income)............. (.15) (.20) (.04)
Distributions (from capital gains)................. (.02) .00 .00
Returns of Capital................................. .00 .00 .00
---------- ---------- --------
Total Distributions........................... (.17) (.20) (.04)
Net Asset Value, End of Period......................... $ 11.44 $ 10.05 $ 10.20
============ ============ =====================
TOTAL RETURN2.......................................... 15.74% .45% 2.45%*
ANNUALIZED RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)........................ $149,233 $125,203 $ 74,720
Ratio of Expenses to Average Net Assets................ 1.07% 0.54% 0.23%**
Ratio of Net Investment Income to Average Net Assets... 1.47% 1.97% 2.40%**
Ratio of Expenses to Average Net Assets3............... 1.35% 1.37% 1.43%**
Ratio of Net Investment Income to Average Net
Assets3.............................................. 1.19% 1.15% 1.20%**
Portfolio Turnover Rate................................ 20.54% 3.98% 0.00%
</TABLE>

- ---------
1 Period from Commencement of Operations.
2 The percentages do not reflect sales loads which were in existence during each
period. Effective October 5, 1994, the Fund ceased imposing sales loads upon
their purchase.
3 During the period, the investment advisory, administration and distribution
fees were voluntarily reduced. If such voluntary fee reductions had not
occurred, the rates would have been as indicated.
* Aggregate Total Return
** Annualized

8
<PAGE> 15

<TABLE>
<CAPTION>
FIXED INCOME FUND
------------------------------------------------
YEAR ENDED YEAR ENDED DECEMBER 15, 1992
MARCH 31, MARCH 31, TO MARCH 31,
1995 1994 19931
----------- ----------- ------------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period................... $ 9.92 $ 10.28 $ 10.00
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income.............................. .54 .59 .18
Net Gains or Losses on Securities (both realized
and unrealized).................................. (.22) (.33) .27
----------- ----------- --------
Total From Investment Operations.............. .32 .26 .45
LESS DISTRIBUTIONS
Dividends (from net investment income)............. (.53) (.59) (.17)
Distributions (from capital gains)................. .00 (.03) .00
Returns of Capital................................. .00 .00 .00
----------- ----------- --------
Total Distributions........................... (.53) (.62) (.17)
Net Asset Value, End of Period......................... $ 9.71 $ 9.92 $ 10.28
============ ============ ===================
TOTAL RETURN2.......................................... 3.46% 2.43% 4.54%*
ANNUALIZED RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)........................ $ 81,673 $ 90,301 $ 50,127
Ratio of Expenses to Average Net Assets................ 0.94% 0.51% 0.29%**
Ratio of Net Investment Income to Average Net Assets... 5.53% 5.74% 6.58%**
Ratio of Expenses to Average Net Assets3............... 1.22% 1.24% 1.34%**
Ratio of Net Investment Income to Average Net
Assets3.............................................. 5.26% 5.01% 5.53%**
Portfolio Turnover Rate................................ 32.38% 32.03% 17.44%
</TABLE>

9
<PAGE> 16

<TABLE>
<CAPTION>
TAX-FREE FUND
------------------------------------------------
YEAR ENDED YEAR ENDED FEBRUARY 16, 1993
MARCH 31, MARCH 31, TO MARCH 31,
1995 1994 19931
----------- ----------- ------------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period................... $ 9.91 $ 10.05 $ 10.00
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income.............................. .43 .42 .05
Net Gains or Losses on Securities (both realized
and unrealized).................................. .07 (.13) .04
----------- ----------- --------
Total From Investment Operations.............. .50 .29 .09
LESS DISTRIBUTIONS
Dividends (from net investment income)............. (.43) (.42) (0.04)
Distributions (from capital gains)................. (.01) (.01) .00
Returns of Capital................................. .00 .00 .00
----------- ----------- --------
Total Distributions........................... (.44) (.43) (0.04)
Net Asset Value, End of Period......................... $ 9.97 $ 9.91 $ 10.05
============ ============ ===================
TOTAL RETURN2.......................................... 5.29% 2.79% 0.90%*
ANNUALIZED RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)........................ $ 30,717 $ 32,983 $ 13,043
Ratio of Expenses to Average Net Assets................ 0.73% 0.57% 0.42%**
Ratio of Net Investment Income to Average Net Assets... 4.42% 4.19% 4.31%**
Ratio of Expenses to Average Net Assets3............... 1.30% 1.38% 1.47%**
Ratio of Net Investment Income to Average Net
Assets3.............................................. 3.84% 3.37% 3.26%**
Portfolio Turnover Rate................................ 5.77% 13.26% 0.00%
</TABLE>

10
<PAGE> 17

INVESTMENT OBJECTIVES, POLICIES AND RISK FACTORS OF THE FUNDS

Each Fund has its own investment objective and policies, which are described
below. There is no assurance that a Fund will be successful in achieving its
investment objectives. The investment objective of each Fund is a fundamental
policy and, as such, may not be changed without a vote of the holders of a
majority of the outstanding Shares of a Fund (as described in the Statement of
Additional Information). The other policies of a Fund may be changed without a
vote of the holders of a majority of Shares unless (1) the policy is expressly
deemed to be a fundamental policy of the Fund or (2) the policy is expressly
deemed to be changeable only by such majority vote.

AMCORE VINTAGE U.S. GOVERNMENT OBLIGATIONS FUND.

The investment objective of the U.S. Government Fund is to seek current income
consistent with maintaining liquidity and stability of principal. The Fund seeks
to maintain a stable net asset value of $1.00 per Share.

The U.S. Government Fund invests exclusively in U.S. Treasury bills, notes and
other obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities ("U.S. Government Obligations") which have remaining
maturities of 397 calendar days (thirteen months) or less, and in repurchase
agreements with respect to U.S. Government Obligations. The short-term U.S.
Government Obligations in the Fund's portfolio will differ only in their
interest rates, maturities and times of issuance. The dollar-weighted average
maturity of the obligations held by the U.S. Government Fund will not exceed 90
days.

AMCORE VINTAGE FIXED INCOME FUND.

The investment objective of the Fixed Income Fund is to seek total return
consistent with the production of current income and the preservation of
capital. Total return will consist of interest from underlying securities and
capital appreciation reflected in unrealized increases in the value of portfolio
securities (realized by the Shareholder only if the Shareholder has sold its
Shares) or realized from the purchase and sale of securities. Because the market
value of fixed income securities can be expected to vary inversely to changes in
prevailing interest rates, investing in such fixed income securities can provide
an opportunity for capital appreciation when interest rates are expected to
decline.

Under normal conditions, the Fixed Income Fund will invest substantially all,
but in no event less than 75%, of the value of its total assets in fixed income
securities with stated or in remaining maturities of 15 years or less or
securities with a stated or remaining maturity in excess of 15 years if such
securities have an unconditional put to sell or redeem the security within 15
years from the date of purchase. Such securities will include but not be limited
to, corporate debt securities (including notes, bonds and debentures) and U.S.
Government Obligations. The Fixed Income Fund expects to maintain a
dollar-weighted average portfolio maturity of four to six years.

The remainder of the Fixed Income Fund's assets may be comprised of U.S.
Government Obligations and mortgage-related securities with stated or remaining
maturities that exceed 15 years, high quality money market instruments
(commercial paper, certificates of deposit and bankers' acceptances), variable
amount master demand notes, variable and floating rate notes, taxable municipal
bonds, leasing instruments and trust certificates and asset backed securities.
In addition, the Fixed Income Fund may engage in certain loans of portfolio
securities, repurchase agreements and reverse repurchase agreements. The Fixed
Income Fund may also invest in securities of other investment companies and in
other investment portfolios advised by AMCORE.

The Fixed Income Fund expects to invest in bonds, notes and debentures of a
wide range of U.S. corporate issuers. Such obligations, in the case of
debentures, will represent unsecured promises to pay, in the case of notes and
bonds, may be secured by mortgages on real property or security interests in

11
<PAGE> 18

personal property and will in most cases differ in their interest rates,
maturities and times of issuance. The Fixed Income Fund will invest in such
corporate debt securities only if they are rated within the three highest rating
categories at the time of purchase by a nationally recognized statistical rating
organization (an "NRSRO") or, if unrated, found by AMCORE to be of comparable
quality. The respective rating services apply classifications in each rating
category to indicate the security's ranking within the category. The Fixed
Income Fund may invest in securities within any of the classifications in a
category. For a description of the rating symbols of certain NRSROs, see the
Appendix to the Statement of Additional Information.

Subject to the foregoing limitations, the Fixed Income Fund may invest in U.S.
dollar-denominated international certificates of deposit, banker's acceptances
and foreign fixed income issues for which the primary trading market is in the
United States ("Yankee Obligations").

The Fixed Income Fund will purchase commercial paper rated at the time of
purchase within the two highest rating categories by an NRSRO or, if not rated,
found by AMCORE to be of comparable quality. See the Appendix to the Statement
of Additional Information for a description of these ratings.

For temporary defensive purposes, the Fixed Income Fund may invest all or any
portion of its assets in the money market instruments and repurchase agreements
described above when, in the opinion of AMCORE, it is in the best interests of
the Fund to do so.

AMCORE VINTAGE INTERMEDIATE TAX-FREE FUND.

The Tax-Free Fund seeks to produce current income, consistent with the
preservation of capital, that is exempt from federal income taxes to the extent
described below. The Tax- Free Fund invests primarily in a diversified portfolio
of intermediate-term tax-free fixed income securities.
Under normal market conditions at least 80% of the net assets of the Tax-Free
Fund will be invested in a diversified portfolio of obligations (such as bonds,
notes, and debentures) issued by or on behalf of states, territories and
possessions of the United States, the District of Columbia and other political
subdivisions, agencies, instrumentalities and authorities, the interest on which
is both exempt from regular federal income taxes and not treated as a preference
item for individuals for purposes of the federal alternative minimum tax
("Municipal Securities"). It should be noted that interest on such bonds will
nonetheless be part of an adjustment to the alternative minimum taxable income
for purposes of the alternative minimum tax imposed on corporations as well as
the environmental tax imposed on corporations under Section 59A of the Internal
Revenue Code of 1986, as amended. Under normal market conditions, the Tax-Free
Fund will invest in Municipal Securities that have a stated or remaining
maturity of 25 years or less or in Municipal Securities with a stated or
remaining maturity in excess of 25 years if such securities have an
unconditional put to sell or redeem the securities within 25 years from the date
of purchase. The Tax-Free Fund expects to maintain a dollar-weighted average
portfolio maturity of five to nine years.

Under normal market conditions, the Tax-Free Fund may invest up to 20% of its
net assets in obligations the interest on which is either subject to regular
federal income taxation or treated as a preference item for purposes of the
federal alternative minimum tax ("Taxable Obligations"). At times, AMCORE may
determine that, because of unstable conditions in the markets for Municipal
Securities, pursuing the Tax-Free Fund's basic investment strategies is
inconsistent with the best interests of the Shareholders of the Tax-Free Fund.
At such times, AMCORE may use temporary defensive strategies differing from
those designed to achieve the Tax-Free Fund's investment objective, by
increasing the Tax-Free Fund's holdings in Taxable Obligations to over 20% of
the Tax-Free Fund's total assets and by holding uninvested cash reserves pending
investment. Taxable Obligations may include U.S. Government Obligations (some of
which may be subject to repurchase agreements), certificates of deposit, demand
and time deposits, and bankers' acceptances of selected banks, and com-

12
<PAGE> 19

mercial paper meeting the Tax-Free Fund's quality standards (as described below)
for tax-exempt commercial paper. These obligations are described further in the
Statement of Additional Information.

The Tax-Free Fund may also invest in private activity bonds. Interest on
private activity bonds is exempt from the regular federal income tax only if the
bonds fall within certain defined categories of qualified private activity bonds
and meet the requirements specified in those respective categories. Even if
private activity bonds so qualify, interest on private activity bonds may be
subject to the alternative minimum tax, and, in the case of corporate investors,
to the environmental tax under Code Section 59A. However, private activity bonds
will only be considered Municipal Securities for the purposes of this Prospectus
if the interest thereon is not an item of tax preference for individuals. For
additional information on the federal alternative minimum tax, see "DIVIDENDS
AND TAXES."

The Tax-Free Fund invests in Municipal Securities that are rated within the
three highest rating categories at the time of purchase by an NRSRO in the case
of bonds and rated within the two highest rating categories in the case of
notes, tax-exempt commercial paper, and variable rate demand obligations. The
respective rating services apply classifications in each rating category to
indicate the security's ranking within the category. The Tax-Free Fund may
invest in securities within any of the classifications in a category. The Fund
may also invest up to 10% of the Tax-Free Fund's total assets in Municipal
Securities that are unrated at the time of purchase but are determined to be of
comparable quality by AMCORE pursuant to guidelines approved by the Group's
Board of Trustees. Municipal Securities may be purchased in reliance upon a
rating only when the rating organization is not affiliated with the issuer or
guarantor of the Municipal Securities. The applicable Municipal Securities
ratings are described in the Appendix to the Statement of Additional
Information.

The two principal classifications of Municipal Securities that may be held by
the Tax-Free Fund are "general obligation" securities and "revenue" securities.
General obligation securities are secured by the issuer's pledge of its full
faith, credit and taxing power for the payment of principal and interest.
Revenue securities are payable only from the revenues derived from a particular
facility or class of facilities, or, in some cases, from the proceeds of a
special excise tax or other specific revenue source such as the user of the
facility being financed. Private activity bonds held by the Tax-Free Fund are in
most cases revenue securities and are not payable from the unrestricted revenues
of the issuer. Consequently, the credit quality of private activity bonds is
usually directly related to the credit standing of the corporate user of the
facility involved.

Municipal Securities in which the Tax-Free Fund may invest may also include
"moral obligation" bonds, which are normally issued by special purpose public
authorities. If the issuer of moral obligation bonds is unable to meet its debt
service obligations from current revenues, it may draw on a reserve fund, the
restoration of which is a moral commitment but not a legal obligation of the
state or municipality that created the issuer.

Opinions relating to the validity of Municipal Securities and to the exemption
of interest thereon from federal income tax are rendered by bond counsel to the
respective issuers at the time of issuance. Neither the Tax-Free Fund, AMCORE,
nor legal counsel to either will review the proceedings relating to the issuance
of Municipal Securities or the basis for such opinions.

The Tax-Free Fund does not intend to invest more than 25% of its total assets
in Municipal Securities which are related in such a way that an economic,
business, or political development or change affecting one such security would
likewise affect the other Municipal Securities. Examples of such securities are
obligations the repayment of which is dependent upon similar types of projects
or projects located in the same state. Such investments would be made only if
deemed necessary or appropriate by AMCORE. To the extent that the Tax-Free
Fund's assets are concentrated in Municipal Securities that are so related, the
Tax-Free Fund will be subject to the peculiar risks presented by

13
<PAGE> 20

such Municipal Securities, such as negative developments in a particular
industry or state, to a greater extent than it would be if the Tax-Free Fund's
assets were not so concentrated.

Municipal Securities purchased by the Tax-Free Fund may include rated and
unrated variable and floating rate tax-exempt notes. There may be no active
secondary market with respect to a particular variable or floating rate note.
Nevertheless, the periodic readjustments of their interest rates tend to assure
that their value to the Tax-Free Fund will approximate their par value. Variable
and floating rate notes for which no readily available market exists will be
purchased in an amount which, together with other securities which are not
readily marketable, exceeds 15% of the Tax-Free Fund's net assets only if such
notes are subject to a demand feature that will permit the Fund to receive
payment of the principal within seven days after demand by the Tax-Free Fund.

The Tax-Free Fund may also invest in master demand notes in order to satisfy
short-term needs or, if warranted, as part of its temporary defensive investment
strategy. Such notes are demand obligations that permit the investment of
fluctuating amounts at varying market rates of interest pursuant to arrangements
between the issuer and a United States commercial bank acting as agent for the
payees of such notes. Master demand notes are direct lending arrangements
between the Tax-Free Fund and the issuer of such notes. Master demand notes are
callable on demand by the Tax-Free Fund, but are not marketable to third
parties. The quality of master demand notes will be reviewed by AMCORE at least
quarterly, which review will consider the earning power, cash flow and debt-to-
equity ratios indicating the borrower's ability to pay principal together with
accrued interest on demand. While master demand notes are not typically rated by
credit rating agencies, issuers of such notes must satisfy the same criteria for
the Tax-Free Fund set forth above for commercial paper.

AMCORE VINTAGE EQUITY FUND.

The investment objective of the Equity Fund is long term capital appreciation.
The Equity Fund will invest primarily in equity securities of large
capitalization companies with strong earnings potential and will strive for high
over-all return while minimizing risk through the selection of quality dividend
paying equity securities.

Under normal market conditions, the Equity Fund will invest substantially all,
but in no event less than 75%, of its total assets in equity securities, which
are defined as common stocks, preferred stocks, securities convertible into
common stocks, warrants and any rights to purchase common stocks. The remainder
of the Equity Fund's assets may be invested in U.S. Government Obligations and
repurchase agreements with respect thereto. The Equity Fund may also use call
options on equity securities, as described below. Because the market value of
fixed income securities, such as U.S. Government Obligations, can be expected to
vary inversely to changes in prevailing interest rates, investing in such fixed
income securities can provide an opportunity for capital appreciation when
interest rates are expected to decline.

The Equity Fund may, for daily cash management purposes, also invest in high
quality money market securities (commercial paper, certificates of deposit and
bankers' acceptances), as well as the repurchase agreements referred to above.
In addition, the Equity Fund may invest, without limit, in any combination of
the U.S. Government Obligations, money market instruments and repurchase
agreements referred to above when, in the opinion of AMCORE, it is determined
that a temporary defensive position is warranted based upon current market
conditions. The Equity Fund may also invest in securities of other investment
companies including the other investment portfolios advised by AMCORE, as
described more fully under "Other Investment Policies."

Subject to the foregoing limitations, the Equity Fund may invest in foreign
securities through the purchase of American Depository Receipts ("ADRs").
Ownership of unsponsored ADRs may

14
<PAGE> 21

not entitle the Equity Fund to financial or other reports from the issuer, to
which it would be entitled as the owner of sponsored ADRs. Investment in foreign
securities is subject to special risks that differ in some respects from those
related to investments in securities of U.S. domestic issuers. Such risks
include trade balances and imbalances, and related economic policies, future
adverse political, economic and social developments, the possible imposition of
withholding taxes on interest and dividend income and other taxes, possible
seizure, nationalization, or expropriation of foreign investments or deposits,
currency blockage, less stringent disclosure requirements, the possible
establishment of exchange controls or taxation at the source, or the adoption of
other foreign governmental restrictions. For additional information regarding
the special risks associated with investments in foreign securities, see
"Foreign Investments" in the Statement of Additional Information.

AMCORE VINTAGE BALANCED FUND.

The investment objective of the Balanced Fund is to seek long-term growth of
capital and income. The Balanced Fund will invest in a diversified portfolio of
equity securities and high quality fixed income securities. The investment
manager will allocate holdings within established ranges to best take advantage
of economic conditions, general market trends, interest rate levels, and changes
in fiscal and monetary policies.

To the extent that the Balanced Fund invests in equity securities, it will
invest in the same types of equity securities identified above as permissible
investments for the Equity Fund, which consist of common stocks, preferred
stocks, securities convertible into common stocks, warrants and any rights to
purchase common stocks. Under normal market conditions, the Balanced Fund may
invest up to 75% of its total assets in equity securities. The Balanced Fund may
invest in foreign securities through the purchase of ADRs, as described above in
connection with the Equity Fund.

To the extent that the Balanced Fund invests in fixed income securities, it
will invest in the same types of fixed income securities identified as
permissible investments for the Fixed Total Return Fund, which consist of
corporate debt securities (including notes, bonds and debentures), and U.S.
Government Obligations, as well as money market instruments. The fixed income
portion of the Balanced Fund will be subject to the same investment parameters
applicable to the Fixed Total Return Fund as regards security maturity
limitations (15 years or less maximum maturity) and dollar-weighted average
portfolio maturity (four to six years).

Under normal market conditions the Balanced Fund will invest at least 25% of
its total assets in fixed income securities. In addition, the Balanced Fund may
invest, without limit, in any combination of U.S. Government Obligations, money
market instruments and repurchase agreements when, in the opinion of AMCORE, it
is determined that a temporary defensive position is warranted based upon
current market conditions.

AMCORE VINTAGE AGGRESSIVE GROWTH FUND.

The investment objective of the Aggressive Growth Fund is long-term capital
growth. The Aggressive Growth Fund will invest primarily in equity securities of
companies that exhibit a strong potential for price appreciation relative to the
general equity markets. Dividend income is not a factor in selecting investment
securities. The Aggressive Growth Fund is managed without regard to tax
ramifications.

The Aggressive Growth Fund may invest in the same types of equity securities
identified above as permissible investments for the Equity Fund, which consist
of common stocks, preferred stocks, securities convertible into common stocks,
warrants and any rights to purchase common stocks. The Aggressive Growth Fund
may invest in foreign securities through the purchase of ADRs, as described
above in connection with the Equity Fund.

The manager will consider numerous factors in a company, among them; quality
of management over time, the company's leadership in its field, distinctive
marketing capabilities, return on equity over the past 3-5 years, cash flows,
debt levels, and earnings

15
<PAGE> 22

growth. The Fund will seek positions in high growth industries, firms with
products in niche markets, and stocks which are perceived to be temporarily
undervalued. Positions may be accumulated in industry sectors or firms which are
felt to be particularly attractive; positions may be decreased or eliminated in
industry sectors or firms which are less attractive.

The Aggressive Growth Fund may invest, without limit, in any combination of
U.S. Government Obligations, money market instruments and repurchase agreements
when, in the opinion of AMCORE, it is determined that a temporary defensive
position is warranted based upon current market conditions.

AMCORE VINTAGE FIXED TOTAL RETURN FUND.

The investment objective of the Fixed Total Return Fund is to seek long-term
total return by investing in a diversified portfolio of fixed income securities.
Total return includes a combination of interest income from the Fund's
underlying fixed income securities, appreciation in the value of these fixed
income securities and gains realized upon the sale of such securities. Because
the market value of fixed income securities can be expected to vary inversely to
changes in prevailing interest rates, investing in such fixed income securities
provides an opportunity for appreciation when interest rates decline and risk
when interest rates rise. It is anticipated that the Fund will place primary
emphasis on capital appreciation as well as capital preservation through
periodic adjustment of the average maturity or duration of the Fund's portfolio
with the level of current income being a secondary consideration and that
investments will be made without regard to tax ramifications.

Under normal market conditions, the Fixed Total Return Fund will invest in the
same types of fixed income securities having the same average maturities
identified above as permissible investments for the Fixed Income Fund (i.e.,
four to six years dollar-weighted average portfolio maturity and 15 years or
less maximum security limitation), which consist of corporate debt securities
(including notes, bonds and debentures) and U.S. Government Obligations, as well
as money market instruments.

The Fixed Total Return Fund may invest in corporate debt securities rated
within the four highest rating categories at the time of purchase by an NRSRO,
or if unrated, found by AMCORE to be of comparable quality. Securities rated in
the fourth highest rating category have speculative characteristics, even though
they are of investment-grade quality, and in recognition of this fact, no more
than 15% of the Fund's total assets will be invested in securities rated in the
fourth rating category. The Fixed Total Return Fund, unlike the Fixed Income
Fund, may invest in Treasury Zero Coupon securities but it will not invest more
than 10% of its total assets in such securities.

U.S. GOVERNMENT OBLIGATIONS

The types of U.S. Government Obligations invested in by a Fund will include
obligations issued or guaranteed as to payment of principal and interest by the
full faith and credit of the U.S. Treasury, such as Treasury bills, notes, bonds
and certificates of indebtedness, and obligations issued or guaranteed by the
agencies or instrumentalities of the U.S. Government, but not supported by such
full faith and credit. Obligations of certain agencies and instrumentalities of
the U.S. Government, such as the Government National Mortgage Association and
the Export-Import Bank of the United States, are supported by the full faith and
credit of the U.S. Treasury; others, such as those of the Federal National
Mortgage Association, are supported by the right of the issuer to borrow from
the Treasury; others are supported by the discretionary authority of the U.S.
Government to purchase the agency's obligations; still others, such as those of
the Federal Farm Credit Banks or the Federal Home Loan Mortgage Corporation, are
supported only by the credit of the instrumentality. No assurance can be given
that the U.S. Government would provide financial support to U.S. Government
sponsored agencies or instrumentalities if it is not obligated to do so by law.
A Fund will invest in the obligations of such agencies or instrumentalities only
when AMCORE believes that the credit risk with respect thereto is minimal. The
U.S. Government does not guarantee the market value of any security; there-

16
<PAGE> 23

fore, the market value of the U.S. Government Obligations in a Fund's portfolio
and of the Shares of a Fund can be expected to fluctuate as interest rates
change.

MORTGAGE-RELATED AND ASSET-BACKED SECURITIES

Mortgage-related securities in which the Fixed Income Fund may invest
represent pools of mortgage loans assembled for sale to investors by various
governmental agencies (such as the Government National Mortgage Association) and
government-related organizations (such as the Federal National Mortgage
Association and the Federal Home Loan Mortgage Corporation), as well as by
private issuers (such as commercial banks, savings and loan institutions,
mortgage bankers and private mortgage insurance companies). Collateralized
mortgage obligations structured as pools of mortgage pass-through certificates
or mortgage loans ("CMOs") will be purchased only if they meet the rating
requirements set forth above with respect to the Fixed Income Fund's investments
in debt securities of U.S. corporations. For additional information on the Fixed
Income Fund's investments in mortgage-related securities, see the Statement of
Additional Information.

Although certain mortgage-related securities may be guaranteed by a third
party or otherwise similarly secured, the market value of the security, which
may fluctuate, is not so secured. Thus, for example, if the Fund purchases a
mortgage-related security at a premium, that portion may be lost if there is a
decline in the market value of the security whether due to changes in interest
rates or prepayments of the underlying mortgage collateral. As with other
interest-bearing securities, the prices of mortgage-related securities are
inversely affected by changes in interest rates. However, although the value of
a mortgage-related security may decline when interest rates rise, the converse
is not necessarily true since, in periods of declining interest rates, the
mortgages underlying the securities are prone to prepayment. For this and other
reasons, the stated maturity of a mortgage-related security may be shortened by
unscheduled prepayments on the underlying mortgages and, accordingly, it is not
possible to predict accurately the security's return to the Fund. In addition,
regular payments received in respect to mortgage-related securities include both
interest and principal. No assurance can be given to the return the Fund will
receive when these amounts are reinvested.

Asset-backed securities (unrelated to first mortgage loans) in which the Fixed
Income Fund may invest represent fractional interests in pools or leases, retail
installment loans or revolving credit receivables, both secured (such as
Certificates for Automobile Receivables or "CARSSM") and unsecured (such as
Credit Card Receivable Securities or "CARDSSM"). These assets are generally held
by a trust and payments of principal and interest or interest only are passed
through monthly or quarterly to certificate holders and may be guaranteed up to
certain amounts by letters of credit issued by a financial institution
affiliated or unaffiliated with the trustee or originator of the trust.
Asset-backed securities will be purchased only if they meet the rating
requirements set forth above with respect to the Fixed Income Fund's investments
in debt securities of U.S. corporations.

Like mortgages underlying mortgage-backed securities, underlying automobile
sales contracts or credit card receivables are subject to prepayment, which may
reduce the overall return to certificate holders. Nevertheless, principal
repayment rates tend not to vary much with interest rates and the short-term
nature of the underlying car loans or other receivables tend to dampen the
impact of any change in the prepayment level. Certificate holders may also
experience delays in payment on the certificates if the full amounts due on
underlying sales contracts or receivables are not realized by the trust because
of unanticipated legal or administrative costs or enforcing the contracts or
because of depreciation or damage to the collateral (usually automobiles)
securing certain contracts, or other factors. If consistent with its investment
objective and policies, the Fixed Income Fund may invest in other asset-backed
securities that may be developed in the future.

17
<PAGE> 24

Issuers of mortgage-backed and asset-backed securities often issue one or more
classes of which one (the "Residual") is in the nature of equity. The Fixed
Income Fund will not invest in any Residual.

REPURCHASE AGREEMENTS

Securities held by a Fund may be subject to repurchase agreements. Under the
terms of a repurchase agreement, a Fund would acquire securities from member
banks of the Federal Deposit Insurance Corporation and from registered
broker-dealers which AMCORE deems creditworthy under guidelines approved by the
Group's Board of Trustees. The seller agrees to repurchase such securities at a
mutually agreed-upon date and price. The repurchase price would generally equal
the price paid by a Fund plus interest negotiated on the basis of current
short-term rates, which may be more or less than the rate on the underlying
portfolio securities. Securities subject to repurchase agreements must be of the
same type and quality although, for the U.S. Government Fund, not subject to the
same maturity requirements as those in which a Fund may invest directly. The
seller under a repurchase agreement will be required to maintain at all times
the value of collateral held pursuant to the agreement at not less than the
repurchase price (including accrued interest). This requirement will be
continually monitored by AMCORE. In addition, securities subject to a repurchase
agreement will be held in a segregated account. If the seller were to default on
its repurchase obligation or become insolvent, a Fund would suffer a loss if the
proceeds from a sale of the underlying portfolio securities were less than the
repurchase price under the agreement, or the disposition of such securities by a
Fund were delayed pending court action. Repurchase agreements are considered to
be loans collateralized by the underlying security under the Investment Company
Act of 1940 (the "1940 Act"). For further information about repurchase
agreements, see "INVESTMENT OBJECTIVE AND POLICIES-- Additional Information on
Portfolio Instruments-- Repurchase Agreements" in the Statement of Additional
Information.

REVERSE REPURCHASE AGREEMENTS

Each Fund may borrow funds for temporary purposes by entering into reverse
repurchase agreements in accordance with the investment restrictions described
below. Pursuant to such agreements, a Fund would sell certain of its securities
to financial institutions such as banks and broker-dealers, and agree to
repurchase them at a mutually agreed upon date and price. At the time a Fund
enters into a reverse repurchase agreement, it will place in a segregated
custodial account liquid high grade debt securities, such as U.S. Government
Obligations, consistent with its investment restrictions having a value equal to
the repurchase price (including accrued interest), and will subsequently
continually monitor the account to ensure that such equivalent value is
maintained at all times. Reverse repurchase agreements involve the risk that the
market value of securities sold by a Fund may decline below the price at which
it is obligated to repurchase the securities. Reverse repurchase agreements are
considered to be borrowings by an investment company under the 1940 Act. For
further information about reverse repurchase agreements, see "INVESTMENT
OBJECTIVES AND POLICIES--Additional Information on Portfolio
Instruments--Reverse Repurchase Agreements" in the Statement of Additional
Information.

CALL OPTIONS

The Equity Fund, the Balanced Fund and the Aggressive Growth Fund may write
covered call options on securities owned by the Fund. Such instruments may also
be referred to as equity derivatives. Derivatives generally are instruments
whose value is derived from or related to the value of some other instrument,
asset or specified benchmark, such as a specific stock or stock index. A call
option gives the purchaser of the option the right to buy, and obligates the
seller of the option to sell, the underlying security at the stated exercise
price at any time prior to the expiration date of the option, regardless of the
market price of the security. When a Fund writes a covered call option and such
option is exercised, it will forgo the appreciation, if any, on the underlying
security in excess of the exercise

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<PAGE> 25

price. In order to close out a call option it has written, a Fund may enter into
a "closing purchase transaction"--the purchase of a call option on the same
security with the same exercise price and expiration date as the call option
which the Fund previously wrote on any particular securities. When a portfolio
security subject to a call option is sold, the Fund may effect a closing
purchase transaction to close out any existing call option on that security. If
a Fund is unable to effect a closing purchase transaction, it will not be able
to sell the underlying security until the option expires or the Fund delivers
the underlying security upon exercise. Under normal conditions, it is not
expected that these Funds would permit the underlying value of their portfolio
securities subject to such options to exceed 15% of net assets.

PUTABLE SECURITIES

The Fixed Income Fund, the Fixed Total Return Fund, the Balanced Fund and the
Tax-Free Fund may acquire puts with respect to fixed income securities or
Municipal Securities as described above. Under a put, a Fund would have the
right to sell or redeem a specified security at a certain time or within a
certain period of time at a specified price. The security is sold to a third
party or redeemed by the issuer as provided contractually. The put may be an
independent feature or may be combined with a reset feature that is designed to
reduce downward price volatility as interest rates rise by enabling the holder
to liquidate the investment prior to maturity. The Funds may acquire putable
securities to facilitate portfolio liquidity, shorten the maturity of the
underlying security, or to permit the investment of funds at a more favorable
rate of return. The price of a putable security may be higher than the price
which otherwise would be paid for the security without such put feature, thereby
increasing the security's cost and reducing its yield. The time remaining to the
put date will apply for purposes of determining the maximum maturity of such
securities.

LENDING OF PORTFOLIO SECURITIES

From time to time in order to generate additional income, a Fund may lend its
portfolio securities, provided such action is consistent with its investment
objective, policies, and restrictions. During the time portfolio securities are
on loan, the borrower will pay a Fund any dividends or interest paid on the
securities. In addition, loans will be subject to termination by a Fund or the
borrower at any time.

A Fund will enter into loan arrangements only with broker-dealers, banks or
other institutions that are not affiliated directly or indirectly with the Group
and which AMCORE has determined are creditworthy under guidelines established by
the Group's Board of Trustees. While the lending of securities may subject a
Fund to certain risks, such as delays or an inability to regain the securities
in the event the borrower defaults on its lending agreement or enters into
bankruptcy, a Fund will receive 100% collateral on loaned securities in the form
of cash or U.S. Government Obligations. This collateral will be valued daily by
AMCORE and, should the market value of the loaned securities increase, the
borrower will be required to furnish additional collateral to the Fund. Although
each of the Funds does not expect to do so on a regular basis, it may lend
portfolio securities in amounts representing up to 15% of the value of the
Fund's total assets. Fees earned by the Tax-Free Fund from lending its
securities will constitute taxable income to the Fund which, when distributed to
shareholders, will likewise generally be treated as taxable income.

WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS

A Fund may purchase securities on a when-issued or delayed-delivery basis. A
Fund will engage in when-issued and delayed-delivery transactions only for the
purpose of acquiring portfolio securities consistent with its investment
objectives and policies, not for investment leverage. When-issued securities are
securities purchased for delivery beyond the normal settlement date at a stated
price and yield and thereby involve a risk that the yield obtained in the
transaction will be less than those available in the market when delivery takes
place. A

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<PAGE> 26

Fund will generally not pay for such securities or start earning interest on
them until they are received. When a Fund agrees to purchase such securities,
however, the Fund's custodian will set aside cash or liquid securities equal to
the amount of the commitment in a separate account. Securities purchased on a
when-issued basis are recorded as an asset and are subject to changes in the
value based upon changes in the general level of interest rates. In when-issued
and delayed-delivery transactions, a Fund relies on the seller to complete the
transaction; the seller's failure to do so may cause a Fund to miss a price or
yield considered to be advantageous.

The Fixed Income Fund's, the Fixed Total Return Fund's, the Tax-Free Fund's
and the U.S. Government Fund's commitments to purchase when-issued securities
will not exceed 25%, and the Equity Fund's, the Balanced Fund's and the
Aggressive Growth Fund's commitments will not exceed 5%, of the value of its
total assets absent unusual market conditions. Each of the Funds does not intend
to purchase when-issued securities for speculative purposes but only in
furtherance of its investment objectives.

OTHER INVESTMENT POLICIES

Each of the Funds, except the U.S. Government Fund, may also invest up to 5%
of its total assets in another investment company, including the U.S. Government
Fund, not to exceed 10% of the value of its total assets in the securities of
other investment companies. In order to avoid the imposition of additional fees
as a result of investing in Shares of the U.S. Government Fund, AMCORE and the
Administrator (see "MANAGEMENT OF THE GROUP--Investment Adviser", "MANAGEMENT OF
THE GROUP--Administrator and Distributor") will waive any portion of their usual
service fees from that Fund that are attributable to investments therein by
another Fund. A Fund will incur additional expenses due to the duplication of
expenses as a result of investing in mutual funds other than the Funds.
Additional restrictions on a Fund's investments in the securities of other
mutual funds are contained in the Statement of Additional Information.

The Funds will not execute portfolio transactions through, acquire portfolio
securities issued by, make savings deposits in, or enter into repurchase
agreements or reverse repurchase agreements with AMCORE, the Distributor or
their affiliates, and will not give preference to AMCORE Bank's correspondents
with respect to such transactions, securities, savings deposits, and agreements.

INVESTMENT RESTRICTIONS

A Fund is subject to a number of investment restrictions that may be changed
only by a vote of a majority of the outstanding Shares of such a Fund (as
defined in the Statement of Additional Information).

Each of the Fixed Income Fund, the Tax-Free Fund, the Equity Fund, the
Balanced Fund, the Aggressive Growth Fund and the Fixed Total Return Fund will
not:

1. Purchase securities of any one issuer, other than obligations issued or
guaranteed by the U.S. Government or its agencies or instrumentalities, if,
immediately after such purchase, with respect to 75% of its portfolio, more
than 5% of the value of the total assets of the Fund would be invested in such
issuer, or the Fund would hold more than 10% of any class of securities of the
issuer or more than 10% of the outstanding voting securities of the issuer.

Each of the Fixed Income Fund, the Equity Fund, the Balanced Fund, the
Aggressive Growth Fund and the Fixed Total Return Fund will not:

1. Purchase any securities which would cause more than 25% of the value of
the Fund's total assets at the time of purchase to be invested in securities
of one or more issuers conducting their

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<PAGE> 27

principal business activities in the same industry, provided that (a) there is
no limitation with respect to obligations issued or guaranteed by the U.S.
Government or its agencies or instrumentalities and repurchase agreements
secured by obligations of the U.S. Government or its agencies or
instrumentalities; (b) wholly owned finance companies will be considered to be
in the industries of their parents if their activities are primarily related
to financing the activities of their parents; and (c) utilities will be
divided according to their services. For example, gas, gas transmission,
electric and gas, electric, and telephone will each be considered a separate
industry.

The Tax-Free Fund will not:

1. Purchase any securities which would cause more than 25% of the value of
the Fund's total assets at the time of purchase to be invested in securities
of one or more issuers conducting their principal business activities in the
same industry, provided that (a) there is no limitation with respect to
obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities and repurchase agreements secured by obligations of the U.S.
Government or its agencies or instrumentalities; (b) there is no limitation
with respect to Municipal Securities, which, for purposes of this limitation
only, do not include private activity bonds that are backed only by the assets
and revenues of a non-governmental user; (c) wholly-owned finance companies
will be considered to be in the industries of their parents if their
activities are primarily related to financing the activities of their parents;
and (d) utilities will be divided according to their services. For example,
gas, gas transmission, electric and gas, electric, and telephone will each be
considered a separate industry.

2. Write or sell puts, calls, straddles, spreads or combinations thereof
except that the Fund may acquire puts with respect to Municipal Obligations in
its portfolio and sell those puts in conjunction with a sale of those
Municipal Obligations.

Each of the Funds will not:

1. Borrow money or issue senior securities, except that the Fund may borrow
from banks or enter into reverse repurchase agreements for temporary purposes
in amounts up to 10% of the value of its total assets 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 the lesser
of the dollar amounts borrowed or 10% of the value of the Fund's total assets
at the time of its borrowing. The Fund will not purchase securities while
borrowings (including reverse repurchase agreements) in excess of 5% of its
total assets are outstanding.

2. Make loans, except that the Fund may purchase or hold debt securities and
lend portfolio securities in accordance with its investment objective and
policies, and may enter into repurchase agreements.

In addition to the above investment restrictions, each Fund is subject to
certain other investment restrictions set forth under "INVESTMENT OBJECTIVES AND
POLICIES--Investment Restrictions" in the Funds' Statement of Additional
Information.

VALUATION OF SHARES

The net asset value of each of the Funds, except the U.S. Government Fund, is
determined and its Shares are priced as of the close of regular trading on the
New York Stock Exchange ("NYSE") (generally 4:00 p.m. Eastern Time) on each
Business Day. The net asset value of the U.S. Government Fund is determined and
its Shares are priced as of 12:00 noon Central Time and the close of regular
trading on the NYSE on each Business Day ("Valuation Times"). As used herein, a
"Business Day" constitutes any day on which the NYSE is open for trading, the
Federal Reserve Bank of Chicago is open, and any other day except days on which
there are not sufficient changes in the value

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<PAGE> 28

of the Fund's portfolio securities that the Fund's net asset value might be
materially affected and days during which no Shares are tendered for redemption
and no orders to purchase Shares are received. Currently, either the NYSE or
Federal Reserve Bank of Chicago are closed on New Year's Day, Martin Luther
King, Jr. Day, President's Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day and Christmas Day. Net
asset value per Share for purposes of pricing sales and redemptions is
calculated by dividing the value of all securities and other assets of the Fund
less the liabilities charged to the Fund by the number of its outstanding
Shares.

For the Fixed Income Fund, the Tax-Free Fund, the Equity Fund, The Balanced
Fund, the Aggressive Growth Fund and the Fixed Total Return Fund (the "Variable
NAV Funds"), the net asset value per share will fluctuate as the value of the
Variable NAV Fund's investment portfolio changes.

The securities in the Variable NAV Funds will be valued at market value. If
market quotations are not available, the securities will be valued by a method
which the Board of Trustees believes accurately reflects fair value. For further
information about valuation of investments, see "NET ASSET VALUE" in the
Statement of Additional Information.

The assets in the U.S. Government Fund are valued based upon the amortized
cost method, which the Trustees of the Group believe fairly reflect the
market-based net asset value per Share. Pursuant to rules and regulations of the
Commission regarding the use of the amortized cost method, the U.S. Government
Fund will maintain a dollar-weighted average portfolio maturity of 90 days or
less. Although the Group seeks to maintain the U.S. Government Fund's net asset
value per share at $1.00, there can be no assurance that the net asset value
will not vary.

HOW TO PURCHASE AND REDEEM SHARES

DISTRIBUTOR

Shares of the Funds are sold on a continuous basis by the Group's Distributor,
The Winsbury Company. The principal office of the Distributor is 1900 East
Dublin-Granville Road, Columbus, Ohio 43229. If you wish to purchase Shares,
contact the Funds at (800) 438-6375.

PURCHASES OF SHARES

Shares of the Funds are continuously offered and may be purchased directly
either by mail, by telephone or by electronic transfer. Shares may also be
purchased through a broker-dealer who has established a dealer agreement with
the Distributor. The minimum investment is generally $1,000 for the initial
purchase of Shares and $50 for subsequent purchases. For purchases that are made
in connection with 401(k) plans, 403(b) plans and other similar plans or payroll
deduction plans, the minimum investment amount for initial and subsequent
purchases is $25. In the case of such retirement plan investments, the minimum
purchase amounts are not restricted to the purchase of Shares of one Fund. Thus,
the $25 minimum amount may be spread among any of the Funds. (But, see "HOW TO
PURCHASE AND REDEEM SHARES-- Auto Invest Plan" below for minimum investment
requirements under the Auto Invest Plan).

Purchasers of Shares of the Funds will pay the sum of the next calculated net
asset value per Share after the Distributor's receipt of an order to purchase
Shares in good form ("public offering price") (see "HOW TO PURCHASE AND REDEEM
SHARES" below).

In the case of orders for the purchase of Shares placed through a
broker-dealer, the public offering price will be the net asset value as so
determined, but only if the broker-dealer receives the order prior to the
Valuation Time for that day and transmits it to the Funds by the Valuation Time.
The broker-dealer is responsible for transmitting such orders promptly. If the
broker-dealer fails to do so, the

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<PAGE> 29

investor's right to that day's closing price must be settled between the
investor and the broker-dealer. If the broker-dealer receives the order after
the Valuation Time for that day, the price will be based on the net asset value
determined as of the Valuation Time for the next Business Day.

Purchases By Mail

To purchase Shares of a Fund, complete an Account Application and return it
along with a check (or other negotiable bank draft or money order) in at least
the minimum initial purchase amount, made payable to the appropriate Fund to:

AMCORE Vintage Funds
Dept. L-1392
Columbus, Ohio 43260-1392

An Account Application form can be obtained by calling the Funds at (800)
438-6375. Subsequent purchases of Shares of a Fund may be made at any time by
mailing a check payable to a Fund, to the above address.

Purchases by Telephone

Shares of a Fund may be purchased by calling the Funds at (800) 438-6375, if
your Account Application has been previously received by the Distributor.
Payment for Shares ordered by telephone is made by electronic transfer to the
Funds' custodian. Prior to wiring funds and in order to ensure that wire orders
are invested promptly, investors must call the Funds at the number above to
obtain instructions regarding the bank account number to which the funds should
be wired and other pertinent information.

Other Information Regarding Purchases
Shares may also be purchased through procedures established by the Distributor
in connection with the requirements of qualified accounts maintained by or on
behalf of certain persons ("Customers") by AMCORE Bank, its related companies or
their correspondents ("Banks"). Shares of a Fund sold to the Banks acting in a
fiduciary, advisory, custodial, or other similar capacity on behalf of Customers
will normally be held of record by the Banks. With respect to Shares sold, it is
the responsibility of the holder of record to transmit purchase or redemption
orders to the Distributor and to deliver funds for the purchase thereof by the
Fund's custodian within the settlement requirements defined in the Securities
Exchange Act of 1934. If payment is not received within the prescribed time
periods or a check timely received does not clear, the purchase will be canceled
and the investor could be liable for any losses or fees incurred. Any questions
regarding current settlement requirements or electronic payment instructions
should be directed to the Group at (800) 438-6375.

Purchases of Shares in a Fund will be effected only on a Business Day (as
defined in "VALUATION OF SHARES"). The public offering price of the Variable NAV
Funds will be the net asset value per Share (see "VALUATION OF SHARES") as
determined on the Business Day the order is received by the Distributor, but
only if the Distributor receives the order by the Valuation Time. Otherwise, the
price will be determined as of the Valuation Time on the next Business Day. In
the case of an order for the purchase of Shares placed through a broker-dealer,
it is the responsibility of the broker-dealer to transmit the order to the
Distributor promptly.

Shares of the U.S. Government Fund are purchased at the net asset value per
Share (see "VALUATION OF SHARES") next determined after receipt by the
Distributor of an order to purchase Shares. An order to purchase Shares of the
U.S. Government Fund will be deemed to have been received by the Distributor
only when federal funds with respect thereto are available to the Funds'
custodian for investment. Federal funds are monies credited to a bank's account
with a Federal Reserve Bank. Payment for an order to purchase Shares of the U.S.
Government Fund which is transmitted by federal funds wire will be available the
same day for investment by the Funds' custodian, if received prior to the last
Valuation Time (see "VALUATION OF SHARES"). Payments transmitted by other means
(such as by check drawn on a member of the Federal Reserve System) will normally
be converted into federal funds within two banking

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<PAGE> 30

days after receipt. The U.S. Government Fund strongly recommends that investors
of substantial amounts use federal funds to purchase Shares.

An order received prior to a Valuation Time on any Business Day for the U.S.
Government Fund will be executed at the net asset value determined as of the
next Valuation Time on the date of receipt. An order received after the last
Valuation Time on any Business Day will be executed at the net asset value
determined as of the next Valuation Time on the next Business Day of the U.S.
Government Fund. Shares purchased before 11:00 a.m., Central Time, begin earning
dividends on the same Business Day. Shares purchased after 11:00 a.m., Central
Time, begin earning dividends on the next Business Day. All Shares of the U.S.
Government Fund continue to earn dividends through the day before their
redemption.

Depending upon the terms of the particular Customer account, a Bank may charge
a Customer account fees for services provided in connection with investments in
a Fund. Information concerning these services and any charges will be provided
by the Bank. This Prospectus should be read in conjunction with any such
information so received from a Bank.

The Group reserves the right to reject any order for the purchase of a Fund's
Shares in whole or in part including purchases made with foreign and third party
checks.

Every Shareholder of record will receive a confirmation of each transaction in
his or her account, which will also show the total number of Shares of a Fund
owned by the Shareholder. Sending confirmations for purchases and redemptions of
Shares held by a Bank on behalf of its Customer will be the responsibility of
the Bank. Shareholders may rely on these statements in lieu of certificates.
Certificates representing Shares of the Funds will not be issued.

The Distributor, at its expense, will also provide other compensation to
dealers in connection with sales of Shares of a Fund. Compensation may include
financial assistance to dealers in connection with conferences, sales or
training programs for their employees, seminars for the public, advertising
campaigns regarding one or more of the Funds, and other dealer-sponsored special
events. In some instances, this compensation may be made available only to
certain dealers whose representatives have sold or are expected to sell a
significant amount of Shares. Compensation will also include payment for travel
expenses, including lodging, incurred in connection with trips taken by invited
registered representatives and members of their families to locations within or
outside of the United States for meetings or seminars of a business nature.
Compensation will also include the following types of non-cash compensation
offered through sales contests: (1) vacation trips, including the provision of
travel arrangements and lodging at luxury resorts at exotic locations; (2)
tickets for entertainment events (such as concerts, cruises and sporting events)
and (3) merchandise (such as clothing, trophies, clocks and pens). Dealers may
not use sales of Shares to qualify for this compensation to the extent such may
be prohibited by the laws of any state or any self-regulatory agency, such as
the National Association of Securities Dealers, Inc. None of the aforementioned
compensation is paid for by the Funds or their Shareholders.

AMCORE INDIVIDUAL RETIREMENT ACCOUNT ("IRA")

An AMCORE IRA enables individuals, even if they participate in an
employer-sponsored retirement plan, to establish their own retirement program.
AMCORE IRA contributions may be tax-deductible and earnings are tax-deferred.
Under the Tax Reform Act of 1986, the tax deductibility of IRA contributions is
restricted or eliminated for individuals who participate in certain employer
pension plans and whose annual income exceeds certain limits. Existing IRAs and
future contributions up to the IRA maximums, whether deductible or not, still
earn income on a tax-deferred basis.

All AMCORE IRA distribution requests must be made in writing to the
Distributor. Any additional deposits to an AMCORE IRA must distinguish the type
and year of the contribution.

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<PAGE> 31

For more information on an AMCORE IRA call the Funds at (800) 438-6375.
Investment in Shares of the Tax-Free Fund would not be appropriate for any IRA.
Shareholders are advised to consult a tax adviser on AMCORE IRA contribution and
withdrawal requirements and restrictions.

AUTO INVEST PLAN

The Auto Invest Plan enables Shareholders of the Funds to make regular monthly
or quarterly purchases of Shares through automatic deductions from their bank
accounts (which must be with a domestic member of the Automatic Clearing House).
With Shareholder authorization, the Transfer Agent will deduct the amount
specified from the Shareholder's bank account which will automatically be
invested in Shares at the public offering price on the dates of the deduction.
The required minimum initial investment when opening an account using the Auto
Invest Plan is $250; the minimum amount for subsequent investments in a Fund is
$25. To participate in the Auto Invest Plan, Shareholders should complete the
appropriate section of the account application which can be acquired by calling
(800) 438-6375. For a Shareholder to change the Auto Invest instructions, the
request must be made in writing to the Distributor.

EXCHANGE PRIVILEGE

The Funds offer an exchange program whereby Shareholders are entitled to
exchange their Shares for Shares of the other Funds. Such exchanges will be
executed on the basis of the relative net asset values of the Shares exchanged.
The Shares exchanged must have a current value that equals or exceeds the
minimum investment that is required (either the minimum amount required for
initial or subsequent investments as the case may be) for the Fund whose Shares
are being acquired. Share exchanges will only be permitted where the Shares to
be acquired may legally be sold in the investor's state of residence. An
exchange is considered to be a sale of Shares for federal income tax purposes on
which a Shareholder may realize a taxable gain or loss. A Shareholder may make
an exchange request by calling the Funds at (800) 438-6375 or by providing
written instructions to the Funds. An investor should consult the Funds for
further information regarding exchanges. During periods of significant economic
or market change, telephone exchanges may be difficult to complete. If a
Shareholder is unable to contact the Funds by telephone, a Shareholder may also
mail the exchange request to the Funds at the address listed under "HOW TO
PURCHASE AND REDEEM SHARES--Redemption By Mail." The Funds reserve the right to
modify or terminate the exchange privilege described above at any time and to
reject any exchange request. If an exchange request in good order is received by
the Distributor by the last Valuation Time, on any Business Day, the exchange
usually will occur on that day. Any Shareholder who wishes to make an exchange
should obtain and review the current prospectus of the Fund in which he or she
wishes to invest before making the exchange. Shareholders wishing to make use of
the Funds' exchange program must so indicate on the Account Application.

AUTO EXCHANGE

Auto Exchange enables Shareholders to make regular, automatic withdrawals from
the U.S. Government Fund and use those proceeds to benefit from dollar-cost
averaging by automatically making purchases of shares of another AMCORE Fund.
With shareholder authorization, the Group's transfer agent will withdraw the
amount specified (subject to the applicable minimums) from the shareholder's
U.S. Government Fund account and will automatically invest that amount in the
AMCORE Fund designated by the Shareholder at the public offering price on the
date of such deduction. In order to participate in the Auto Exchange,
Shareholders must have a minimum initial purchase of $10,000 in their U.S.
Government Fund account and maintain a minimum account balance of $1,000. To
participate in the Auto Exchange, Shareholders should complete the appropriate
section of the Account Registration Form, which can be acquired by calling the
Distributor. To change the Auto Exchange instructions or to discontinue

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<PAGE> 32

the feature, a Shareholder must send a written request to the AMCORE Vintage
Funds, Department L-1392, Columbus, OH 43260-1392. The Auto Exchange may be
amended or terminated without notice at any time by the Distributor.

REDEMPTION OF SHARES

Shareholders may redeem their Shares on any day that net asset value is
calculated (see "VALUATION OF SHARES"). Redemptions will be effected at the net
asset value per share next determined after receipt of a redemption request in
good order. Redemptions may ordinarily be requested by mail or by telephone.

All or part of a Customer's Shares may be required to be redeemed in
accordance with instructions and limitations pertaining to his or her account
held by a Bank. For example, if a Customer has agreed to maintain a minimum
balance in his or her account, and the balance in that account falls below that
minimum, the Customer may be obliged to redeem, or the Bank may redeem for and
on behalf of the Customer, all or part of the Customer's Shares to the extent
necessary to maintain the required minimum balance. There may be no notice
period affording Shareholders an opportunity to increase the account balance in
order to avoid an involuntary redemption under these circumstances.

REDEMPTION BY MAIL

A written request for redemption must be received by the Funds in order to
honor the request. The Funds' address is: 1900 East Dublin-Granville Road,
Columbus, Ohio 43229. The Transfer Agent may require a signature guarantee by an
eligible guarantor institution. For purposes of this policy, the term "eligible
guarantor institution" shall include banks, brokers, dealers, credit unions,
securities exchanges and associations, clearing agencies and savings
associations as those terms are defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934. The Transfer Agent reserves the right to reject any
signature guarantee if (1) it has reason to believe that the signature is not
genuine, (2) it has reason to believe that the transaction would otherwise be
improper, or (3) the guarantor institution is a broker or dealer that is neither
a member of a clearing corporation nor maintains net capital of at least
$100,000. The signature guarantee requirement will be waived if all of the
following conditions apply: (1) the redemption check is payable to the
Shareholder(s) of record and (2) the redemption check is mailed to the
Shareholder(s) at the address of record or the proceeds are either mailed or
wired to a commercial bank account previously designated on the Account
Application. There is no charge for having redemption requests mailed to a
designated bank account.

If the Group receives a redemption order but a shareholder has not clearly
indicated the amount of money or number of shares involved, the Group cannot
execute the order. In such cases, the Group will request the missing information
and process the order on the day such information is received.

REDEMPTION BY TELEPHONE

Shares may be redeemed by telephone if the Shareholder selected that option on
the Account Application. The Shareholder may have the proceeds mailed to his or
her address or mailed or sent electronically to a commercial bank account
previously designated on the Account Application. Electronic payment requests
may be made by the Shareholder by telephone to the Funds at (800) 438-6375. For
a wire redemption, the then-current wire redemption charge may be deducted from
the proceeds of a wire redemption. This charge, if applied, is presently $7.50
for each wire redemption. It is not necessary for Shareholders to confirm
telephone redemption requests in writing. During periods of significant economic
or market change, telephone redemptions may be difficult to complete. If a
Shareholder is unable to contact the Funds by telephone, a Shareholder may also
mail the redemption request to the Distributor at the address listed above under
"HOW TO PURCHASE AND REDEEM SHARES--Redemption by Mail". Neither the
Distributor, the Transfer Agent, AMCORE nor the Group will be liable for any
losses, damages, expense or cost arising out of any telephone transaction
(including

26
<PAGE> 33

exchanges and redemptions) effected in accordance with the Funds' telephone
transaction procedures, upon instructions reasonably believed to be genuine. The
Fund will employ procedures designed to provide reasonable assurance that
instructions by telephone are genuine; if these procedures are not followed, the
Fund or its service contractors may be liable for any losses due to unauthorized
or fraudulent instructions. These procedures include recording all phone
conversations, sending confirmations to shareholders within 72 hours of the
telephone transaction, verification of account name and account number or tax
identification number, and sending redemption proceeds only to the address of
record or to a previously authorized bank account.

REDEMPTION BY CHECK

Free check writing is available for the U.S. Government Fund. With this
service, a Shareholder may write up to five checks a month in amounts of $250 or
more. To establish this service and to obtain checks at the time the account is
opened, a Shareholder must complete the Signature Card that accompanies the
Account Application Form. To establish this service and obtain checks after
opening an account in the U.S. Government Fund, the Shareholder must contact the
Funds by telephone or mail to obtain an Account Application Form and complete
and return the signature card. A Shareholder will receive the dividends and
distributions declared on the Shares to be redeemed up to the day that a check
is presented for payment. Upon 30 days' prior written notice to Shareholders,
the check writing privilege may be modified or terminated. An investor may not
close a Fund account by writing a check.

AUTO WITHDRAWAL PLAN

The Auto Withdrawal Plan enables Shareholders of a Fund to make regular
monthly or quarterly redemptions of Shares. With Shareholder authorization, the
Transfer Agent will automatically redeem Shares at the net asset value on the
dates of the withdrawal and have a check in the amount specified mailed to the
Shareholder. The required minimum withdrawal is $100. To participate in the Auto
Withdrawal Plan, Shareholders should call (800) 438-6375 for more information.
Purchases of additional Shares concurrent with withdrawals may be
disadvantageous to certain Shareholders because of tax liabilities. For a
Shareholder to change the Auto Withdrawal instructions the request must be made
in writing to the Distributor.

DIRECTED DIVIDEND OPTION

A Shareholder may elect to have all income dividends and capital gains
distributions paid by check or reinvested in any of the Group's other funds,
(provided the other Fund is maintained at the minimum required balance).

The Directed Dividend Option may be modified or terminated by the Group at any
time after notice to participating Shareholders. Participation in the Directed
Dividend Option may be terminated or changed by the Shareholder at any time by
writing the Distributor. The Directed Dividend Option is not available to
participants in an AMCORE IRA.

PAYMENTS TO SHAREHOLDERS

Redemption orders are effected at the net asset value per Share next
determined after the Shares are properly tendered for redemption, as described
above. Payment to Shareholders for Shares redeemed will be made within the
settlement requirements defined in the Securities Exchange Act of 1934 after
receipt by the Distributor of the request for redemption. However, to the
greatest extent possible, the Group will attempt to honor requests from
Shareholders for (a) same day payments upon redemption of U.S. Government Fund
Shares if the request for redemption is received by the Distributor before 12:00
noon Central Time on a Business Day or, if the request for redemption is
received after 12:00 noon Central Time, to honor requests for payment on the
next Business Day, or (b) next day payments upon redemption of the Variable NAV
Funds if received by the Distributor before the last Valuation Time on a
Business Day or if the request for redemption is received after the last
Valuation Time, to honor requests for payment within two Business Days, unless
it would be disadvantageous

27
<PAGE> 34

to the Fund or the Shareholders of the Fund to sell or liquidate portfolio
securities in an amount sufficient to satisfy requests for payments in that
manner.

At various times, a Fund may be requested to redeem Shares for which it has
not yet received good payment. In such circumstances, a Fund may delay the
forwarding of proceeds until payment has been collected for the purchase of such
Shares, which delay may be for up to 10 days or more. A Fund intends to pay cash
for all Shares redeemed, but under abnormal conditions which make payment in
cash unwise, a Fund may make payment wholly or partly in portfolio securities at
their then-current market value equal to the redemption price. In such cases, an
investor may incur brokerage costs in converting such securities to cash.

Due to the relatively high cost of handling small investments, the Funds
reserve the right to redeem, at net asset value, the Shares of any Shareholder
if, because of redemptions of Shares by or on behalf of the Shareholder (but not
as a result of a decrease in the market price of such Shares), the account of
such Shareholder has a value of less than $500. Before the Funds exercise their
right to redeem such Shares and to send the proceeds to the Shareholder, the
Shareholder will be given notice that the value of the Shares in his or her
account is less than the minimum amount and will be allowed 60 days to make an
additional investment in an amount which will increase the value of the account
to at least $500.

See "ADDITIONAL PURCHASE AND REDEMPTION INFORMATION--Matters Affecting
Redemption" in the Statement of Additional Information for examples of when the
Group may, under applicable law and regulation, suspend the right of redemption
if it appears appropriate to do so in light of the Group's responsibilities
under the 1940 Act.

DIVIDENDS AND TAXES

DIVIDENDS

The Fixed Income Fund and Tax-Free Fund each intend to declare their net
investment income monthly as a dividend to Shareholders at the close of business
on the day of declaration. The U.S. Government Fund intends to declare its net
investment income daily as a dividend to Shareholders at the close of business
on the day of declaration. These Funds will generally pay such dividends
monthly. Each Fund also intends to distribute its capital gains, if any, at
least annually, normally in December of each year. The Equity Fund, the Balanced
Fund, the Aggressive Growth Fund and the Fixed Total Return Fund intend to
declare their net investment income quarterly as a dividend to Shareholders at
the close of business on the day of declaration, and generally will pay such
dividends quarterly. A Shareholder will automatically receive all income
dividends and capital gains distributions in additional full and fractional
Shares of a Fund at net asset value as of the date of payment, unless the
Shareholder elects to receive dividends or distributions in cash. Such election
must be made on the Account Application; any change in such election must be
made in writing to the Funds at 1900 East Dublin-Granville Road, Columbus, Ohio
43229, and will become effective with respect to dividends and distributions
having record dates after its receipt by the Transfer Agent. Dividends are paid
in cash not later than seven business days after a Shareholder's complete
redemption of his or her Shares.

FEDERAL TAXES

The following discussion is intended for general information only. Investors
should consult with their tax adviser as to the tax consequences of an
investment in the Funds, including the status of distributions from the Funds
under applicable state or local law.

Each Fund intends to qualify annually and elect to be treated as a regulated
investment company under the Internal Revenue Code of 1986, as

28
<PAGE> 35

amended (the "Code"). To qualify, each Fund must meet certain income,
distribution and diversification requirements. In any year in which a Fund
qualifies as a regulated investment company and timely distributes all of its
income and substantially all of its net tax-exempt interest income, the Fund
generally will not pay any U.S. federal income or excise tax.

Dividends that are distributed by a Fund that are derived from interest income
exempt from federal income tax and are designated by the Fund as
"exempt-interest dividends" will be exempt from regular federal income taxation.
However, if tax exempt interest earned by the Fund constitutes an item of tax
preference for purposes of the alternative minimum tax, then a portion of the
exempt-interest dividends paid by the Fund may likewise constitute an item of
tax preference. In addition, any exempt-interest dividends received by corporate
shareholders may constitute an adjustment to alternative minimum taxable income
for purposes of the alternative minimum tax and the environmental tax imposed
under Code Sections 55 and 59A, respectively. Only the Tax-Free Fund is expected
to be eligible to designate certain of its dividends as "exempt-interest
dividends."

Exempt-interest dividends of a Fund, although exempt from regular federal
income tax, are includible in the tax base for determining the extent to which
Social Security and railroad benefits will be subject to federal income tax. All
shareholders are required to report the receipt of dividends and distributions,
including exempt-interest dividends, on their federal income tax returns.

Dividends paid out of a Fund's investment company taxable income (including
dividends, taxable interest and net short-term capital gains) will be taxable to
a U.S. Shareholder as ordinary income. A portion of the Equity Fund, Balanced
Fund and Aggressive Growth Fund's income may consist of dividends paid by U.S.
corporations. Therefore, a portion of the dividends paid by these Funds may be
eligible for the corporate dividends-received deduction. Because no portion of
the other Funds' income is expected to consist of dividends paid by U.S.
corporations, no portion of the dividends paid by those Funds is expected to be
eligible for the corporate dividends-received deduction. Distributions of net
capital gains (the excess of net long-term capital gains over net short-term
capital losses), if any, designated by a Fund as capital gain dividends are
taxable as long-term capital gains, regardless of the length of time the
Shareholder has held a Fund's Shares. Dividends are generally treated in the
same manner whether received in cash or reinvested in additional Fund Shares.

A distribution will be treated as paid on December 31 of the current calendar
year if it is declared by a Fund in October, November or December of that year
to shareholders of record on a date in such a month and paid by a Fund during
January of the following calendar year. Such distributions will be treated as
received by Shareholders in the calendar year in which the distributions are
declared, rather than the calendar year in which the distributions are received.

Each year the Funds will notify Shareholders of the tax status of dividends
and distributions.

Investments in securities that are issued at a discount will result each year
in income to a Fund equal to a portion of the excess of the face value of the
securities over their issue price, even though the Fund receives no cash
interest payments from the securities. Such income generally will, however, have
to be distributed to shareholders on a timely basis.

A portion of the income earned by the Tax-Free Fund may be taxable rather than
tax-exempt. Accordingly, a portion of the dividends paid by the Tax-Free Fund
may be taxable to Shareholders.

Any gain or loss realized by a Shareholder upon the sale or other disposition
of Shares of a Fund, or upon receipt of a distribution in complete liquidation
of a Fund, generally will be a taxable capital gain or loss which will be
long-term or short-term, generally depending upon the Shareholder's holding
period for the Shares. In some cases, Shareholders will not be permitted to take
sales charges into account in determining the amount of gain or loss

29
<PAGE> 36

realized on the disposition of their shares. See "Additional Tax Information" in
the Statement of Additional Information.

Shareholders should be aware that redeeming shares of the Tax-Free Fund after
tax-exempt interest income has been accrued by the Fund but before that income
has been declared as a dividend may be disadvantageous. This is because the
gain, if any, on the redemption will be taxable, even though such gain may be
attributable in part to the accrued tax-exempt interest which, if distributed to
the shareholder as a dividend rather than as redemption proceeds, might have
qualified as an exempt-interest dividend.

The Funds may be required to withhold U.S. federal income tax at the rate of
31% of all reportable dividends (which does not include exempt-interest
dividends) and capital gain distributions (as well as redemptions for all Funds
except the U.S. Government Fund), payable to Shareholders who fail to provide
the Fund with their correct taxpayer identification number or to make required
certifications, or who have been notified by the IRS that they are subject to
backup withholding. Backup withholding is not an additional tax. Any amounts
withheld may be credited against the Shareholder's U.S. federal income tax
liability.

Further information relating to tax consequences is contained in the Statement
of Additional Information.

STATE AND LOCAL TAXES

The Group is organized as a Massachusetts business trust and, under current
law, neither the Group nor any Fund is liable for any income or franchise tax in
the Commonwealth of Massachusetts as long as each Fund qualifies as a regulated
investment company under the Code.

Distributions from all of the Funds may be subject to state and local taxes.
Distributions of a Fund which are derived from interest on obligations of the
U.S. Government and certain of its agencies and instrumentalities may be exempt
from state and local taxes in certain states. In certain states, distributions
of the Tax-Free Fund which are derived from interest on obligations of that
state or its municipalities or any political subdivisions thereof may be exempt
from state and local taxes. Shareholders should consult their tax advisers
regarding the possible exclusion for state and local income tax
purposes of the portion of dividends paid by a Fund which is attributable to
interest from obligations of the U.S. Government and its agencies, authorities
and instrumentalities, and the particular tax consequences to them of an
investment in a Fund, including the application of state and local tax laws.

MANAGEMENT OF THE GROUP

TRUSTEES OF THE GROUP

Overall responsibility for management of the Group rests with its Board of
Trustees, who are elected by the shareholders of the Group's funds. There are
currently five Trustees, of whom two are "interested persons" of the Group
within the meaning of that term under the 1940 Act. The Group will be managed by
the Trustees in accordance with the laws of Massachusetts governing business
trusts. The Trustees, in turn, elect the officers of the Group to supervise
actively its day-to-day operations.

The Trustees receive fees and are reimbursed for their expenses in connection
with each meeting of the Board of Trustees they attend. However, no officer or
employee of Winsbury or BISYS Fund Services Ohio, Inc. receives any compensation
from the Group for acting as a Trustee of the Group. The officers of the Group
(see the Statement of Additional Information) receive no compensation directly
from the Group for performing the duties of their offices. Winsbury receives
fees from the Funds for acting as administrator. BISYS Fund Services Ohio, Inc.
receives fees from the Funds for acting as Transfer Agent and for providing
certain fund accounting services.

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<PAGE> 37

INVESTMENT ADVISER

AMCORE Capital Management, Inc., 501 Seventh Street, Rockford, Illinois
("AMCORE"), is the investment adviser for the Funds. AMCORE is a wholly-owned
subsidiary of AMCORE Bank, which is controlled by AMCORE Financial Inc., a bank
holding company.

AMCORE, previously a division of AMCORE Bank, has been providing investment
management services through AMCORE Bank or AMCORE Trust Company, or one of their
predecessors, for almost 100 years. AMCORE Bank also offers a wide range of
other financial services to its clients. Further, AMCORE Trust Company ranks as
one of the 200 largest trust companies in the United States. As of March 31,
1995, AMCORE Trust Company served as administrator and AMCORE served as
investment adviser for approximately $2.4 billion in assets, consisting of $1.3
billion in individual assets, $836 million in pension and profit sharing assets
and $232 million in corporate trust assets.

The following individuals serve as portfolio managers for the Funds and are
primarily responsible for the day-to-day management of the Fund's portfolios:

<TABLE>
<S> <C>
FIXED INCOME, FIXED TOTAL RETURN AND
TAX-FREE FUNDS
Dean C. Countryman AMCORE Capital
Senior Vice Management, Inc. (or
President and a predecessor) since
Senior Fixed 1987. Began
Income Manager investment career in
1956; B.S.--Trinity
University; M.B.A.--
Northwestern Univer-
sity; Graduate School
of Banking,
Wisconsin. Has been
responsible for
investment operations
in the Fixed Income
Fund, Fixed Total
Return Fund and the
Tax-Free Fund since
their inception.
EQUITY FUND, BALANCED FUND AND
AGGRESSIVE GROWTH FUND
Darrell C. Thompson AMCORE Capital
Senior Vice Management, Inc. (or
President and a predecessor) since
Senior Equity 1973. Began
Manager investment career in
1957; B.S.--Southern
Illinois University.
Has been responsible
for investment
operations in the
Equity Fund, Bal-
anced Fund and the
Aggressive Growth
Fund since their
inception.
</TABLE>

Subject to the general supervision of the Group's Board of Trustees and in
accordance with a Fund's investment objective and restrictions, AMCORE manages
the investments of a Fund, makes decisions with respect to and places orders for
all purchases and sales of a Fund's portfolio securities, and maintains a Fund's
records relating to such purchases and sales.

For the services provided and expenses assumed pursuant to its investment
advisory agreement with the Group, AMCORE receives a fee computed daily and paid
monthly, at the annual rate of sixty one-hundredths of one percent (.60%) of
each of the Fixed Income Fund and the Tax-Free Fund's average daily net assets,
at the annual rate of forty one-hundredths of one percent (.40%) of the U.S.
Government Fund's average daily net assets, at the annual rate of seventy-five
one-hundredths of one percent (.75%) of each of the Equity Fund, the Fixed Total
Return Fund and the Balanced Fund's average daily net assets and at the annual
rate of ninety-five one-hundredths of one percent (.95%) of the Aggressive
Growth Fund's average daily net assets. Unlike advisory fees paid by most other
investment companies, these fees do not change as a result of the amount of
assets in a Fund. The investment advisory fees and administrative fees paid by
the Fixed Income Fund, Tax-Free Fund, Equity Fund, Balanced Fund, Aggressive
Growth Fund and Fixed Total Return Fund, absent fee waivers, are higher than
those paid by most other

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<PAGE> 38

investment companies. AMCORE may periodically waive all or a portion of its
advisory fee to increase the net income of a Fund available for distribution as
dividends. AMCORE may not seek reimbursement of such waived fees at a later
date. The waiver of such fee will cause the yield of a Fund to be higher than it
would otherwise be in the absence of such a waiver.

ADMINISTRATOR AND DISTRIBUTOR

Winsbury is the administrator for the Funds and also acts as the Funds'
principal underwriter and distributor (the "Administrator" or the "Distributor,"
as the context indicates). Winsbury is wholly-owned by The BISYS Group, Inc. 150
Clove Road, Little Falls, New Jersey 07424, a publicly owned company engaged in
information processing, loan servicing and 401(k) administration and
recordkeeping services to and through banking and other financial organizations.

The Administrator generally assists in all aspects of the Funds'
administration and operation. For expenses assumed and services provided as
administrator pursuant to its management and administration agreement with the
Funds, the Administrator receives a fee computed daily and paid periodically,
calculated at an annual rate of twenty one-hundredths of one percent (.20%) of
the Fund's average daily net assets. The Administrator may periodically waive
all or a portion of its administrative fee to increase the net income of a Fund
available for distribution as dividends. The Administrator may not seek
reimbursement of such waived fees at a later date. The waiver of such fee will
cause the yield of a Fund to be higher than it would otherwise be in the absence
of such a waiver.

The Distributor acts as agent for the Funds in the distribution of their
Shares and, in such capacity, solicits orders for the sale of Shares,
advertises, and pays the costs of advertising, office space and its personnel
involved in such activities.

EXPENSES AND PORTFOLIO TRANSACTIONS

AMCORE and the Administrator each bear all expenses in connection with the
performance of their services as investment adviser and general manager and
administrator, respectively, other than the cost of securities (including
brokerage commissions, if any) purchased for the Funds.

The policy of each of the Funds, regarding purchases and sales of securities
for its portfolio, is that primary consideration be given to obtaining the most
favorable prices and efficient execution of transactions. In seeking to
implement the Fund's policies, AMCORE effects transactions with those brokers
and dealers whom AMCORE believes provide the most favorable prices and are
capable of providing efficient executions. If AMCORE believes such price and
executions are obtainable from more than one broker or dealer, it may give
consideration to placing portfolio transactions with those brokers and dealers
who also furnish research and other services to the Fund or AMCORE. Such
services may include, but are not limited to, any one or more of the following:
information as to the availability of securities for purchase or sale;
statistical or factual information or opinions pertaining to investments; wire
services; and appraisals or evaluations of portfolio securities. Such
information may be useful to AMCORE in serving both the Funds and other clients
and, conversely, supplemental information obtained by the placement of business
of other clients may be useful to AMCORE in carrying out its obligations to the
Funds.

Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commission charged by other broker-dealers in
recognition of their research or execution services. In order to cause the Funds
to pay such higher commissions, AMCORE must determine in good faith that such
commissions are reasonable in relation to the value of the brokerage and/or
research services provided by such executing broker-dealers, viewed in terms of
a particular transaction or AMCORE's overall responsibilities to the Funds. In
reaching this determination, AMCORE will not attempt to place a specific dollar
value on the brokerage and/or research services provided, or to determine what
portion of the compensation should be related to those services.

32
<PAGE> 39

DISTRIBUTION PLAN

Pursuant to Rule 12b-1 under the 1940 Act, the Group has adopted a
Distribution and Shareholder Service Plan (the "Plan"), under which each Fund is
authorized to pay or reimburse The Winsbury Company, as Distributor, a periodic
amount calculated at an annual rate not to exceed twenty-five one hundredths of
one percent (.25%) of the average daily net assets of the Fund. Such amount may
be used to pay banks (including AMCORE Bank) for administrative and shareholder
services and to pay broker-dealers and other institutions for similar services,
including distribution services (each such bank, broker-dealer and other
institution is hereafter referred to as a "Participating Organization"),
pursuant to an agreement between The Winsbury Company and the Participating
Organization. Under the Plan, a Participating Organization may include The
Winsbury Company, its subsidiaries and its affiliates.

As authorized by the Plan, the Distributor has entered into a Rule 12b-1
Agreement with AMCORE Bank pursuant to which AMCORE Bank has agreed to provide
certain administrative and shareholder support services in connection with
Shares of a Fund purchased and held by AMCORE Bank for the accounts of its
Customers and Shares of a Fund purchased and held by Customers of AMCORE Bank
directly, including, but not limited to, processing automatic investments of
AMCORE Bank's Customer account cash balances in Shares of a Fund and
establishing and maintaining the systems, accounts and records necessary to
accomplish this service, establishing and maintaining Customer accounts and
records, processing purchase and redemption transactions for Customers,
answering routine Customer questions concerning the Funds and providing such
office space, equipment, telephone facilities and personnel as is necessary and
appropriate to accomplish such matters. In consideration of such services,
AMCORE Bank may receive a monthly fee, computed at the annual rate of
twenty-five one-hundredths of one percent (.25%) of the average aggregate net
asset value of the Shares of the Fund held during the period in Customer
accounts for which AMCORE Bank has provided services under this Agreement. The
Winsbury Company will be compensated by a Fund in an amount equal to any
payments it makes to AMCORE Bank under the Rule 12b-1 Agreement. Currently, it
is intended that no such amounts will be paid under the Plan or the Rule 12b-1
Agreement by any of the Funds.

ADMINISTRATIVE SERVICES PLAN

The Group has adopted an Administrative Services Plan (the "Services Plan")
pursuant to which each Fund is authorized to pay compensation to banks and other
financial institutions (each a "Service Organization"), which may include the
Adviser, its correspondent and affiliated banks, and Winsbury, which agree to
provide certain ministerial, recordkeeping and/or administrative support
services for their customers or account holders (collectively, "customers") who
are the beneficial or record owner of Shares of that Fund. In consideration for
such services, a Service Organization receives a fee from a Fund, computed daily
and paid monthly, at an annual rate of up to .25% of the average daily net asset
value of Shares of that Fund owned beneficially or of record by such Service
Organization's customers for whom the Service Organization provides such
services.

The servicing agreements adopted under the Services Plan (the "Servicing
Agreements") require the Service Organizations receiving such compensation to
perform certain ministerial, recordkeeping and/or administrative support
services with respect to the beneficial or record owners of Shares of the Funds,
such as processing dividend and distribution payments from the Fund on behalf of
customers, providing periodic statements to customers showing their positions in
the Shares of the Fund, providing sub-accounting with respect to Shares
beneficially owned by such customers and providing customers with a service that
invests the assets of their accounts in Shares of the Fund pursuant to specific
or pre-authorized instructions.

As authorized by the Services Plan, the Group has entered into a Servicing
Agreement with an affiliate of the Adviser pursuant to which the affiliate has
agreed to provide certain administrative

33
<PAGE> 40

support services in connection with Shares of the Funds owned of record or
beneficially by its customers. Such administrative support services may include,
but are not limited to, (i) processing dividend and distribution payments from a
Fund on behalf of customers, (ii) providing periodic statements to its customers
showing their positions in the Shares; (iii) arranging for bank wires; (iv)
responding to routine customer inquiries relating to services performed by the
affiliate; (v) providing sub-accounting with respect to the Shares beneficially
owned by the affiliate's customers or the information necessary for
sub-accounting; (vi) if required by law, forwarding shareholder communications
from a Fund (such as proxies, shareholder reports, annual and semi-annual
financial statements and dividend, distribution and tax notices) to its
customers; (vii) aggregating and processing purchase, exchange, and redemption
requests from customers and placing net purchase, exchange, and redemption
orders for customers; and (viii) providing customers with a service that invests
the assets of their account in the Shares pursuant to specific or pre-authorized
instructions. In consideration of such services, the Group, on behalf of each
Fund, has agreed to pay the affiliate a monthly fee, computed at an annual rate
of twenty-five one-hundredths of one percent (.25%) of the average aggregate net
asset value of Shares of that Fund held during the period by customers for whom
the affiliate has provided services under the Servicing Agreement.

CUSTODIAN

The First National Bank of Chicago, One First National Plaza, Chicago,
Illinois 60670 (the "Custodian") serves as custodian for the Funds. Pursuant to
the Custodian Agreement with the Group, the Custodian receives compensation from
each Fund for such services in an amount equal to a designated annual fee plus
fixed fees charged for certain portfolio transactions and out-of-pocket
expenses.

TRANSFER AGENCY AND FUND ACCOUNTING SERVICES

BISYS Fund Services Ohio, Inc. ("BISYS Fund Services" or the "Transfer
Agent"), an affiliate of Winsbury, 1900 East Dublin-Granville Road, Columbus,
Ohio 43229, serves as the Funds' transfer agent pursuant to a Transfer Agency
Agreement for the Funds and receives a fee for such services. BISYS Fund
Services also provides certain accounting services for the Funds pursuant to a
Fund Accounting Agreement and receives a fee for such services. See "MANAGEMENT
OF THE COMPANY--Transfer Agency and Fund Accounting Services" in the Statement
of Additional Information for further information.

While BISYS Fund Services is a distinct legal
entity from The Winsbury Company (the Funds' Administrator and Distributor),
BISYS Fund Services is considered to be an affiliated person of The Winsbury
Company under the 1940 Act due to, among other things, the fact that BISYS Fund
Services is owned by substantially the same persons that directly or indirectly
own Winsbury.

BANKING LAWS

AMCORE and AMCORE Bank believe that they possess the legal authority to
perform the advisory services and the administrative and shareholder support
services for the Funds contemplated by the investment advisory agreement and the
Rule 12b-1 Agreement, as described in this Prospectus, without violation of
applicable banking laws and regulations. Future changes in Federal or state
statutes and regulations relating to permissible activities of banks or bank
holding companies and their subsidiaries and affiliates as well as further
judicial or administrative decisions or interpretations of present and future
statutes and regulations could change the manner in which AMCORE or AMCORE Bank
could continue to perform such services for the Funds. It is not anticipated,
however, that any change in the Funds' method of operations would affect its net
asset value per share or result in financial losses to any Shareholder. See
"MANAGEMENT OF THE GROUP--Banking Laws" in the Statement of Additional
Information for further discussion of applicable law and regulations.

34
<PAGE> 41

GENERAL INFORMATION

DESCRIPTION OF THE GROUP AND ITS SHARES

The Group was organized as a Massachusetts business trust on January 8, 1992.
The Group consists of several funds organized as separate series of shares. Each
share represents an equal proportionate interest in a fund with other shares of
the same fund, and is entitled to such dividends and distributions out of the
income earned on the assets belonging to that fund as are declared at the
discretion of the Trustees (see "Miscellaneous" below).

Shareholders are entitled to one vote for each full share held and a
proportionate fractional vote for any fractional shares held, and will vote in
the aggregate and not by series except as otherwise expressly required by law.
For example, shareholders of each fund will vote in the aggregate with other
shareholders of the Group with respect to the election of Trustees and
ratification of the selection of independent auditors. However, shareholders of
a particular fund will vote as a fund, and not in the aggregate with other
shareholders of the Group, for purposes of approval of that fund's investment
advisory agreement and the Plan.

Overall responsibility for the management of the Funds is vested in the Board
of Trustees of the Group. See "MANAGEMENT OF THE GROUP--Trustees of the Group."
Individual Trustees are elected by the shareholders of the Group and may be
removed by the Board of Trustees or shareholders in accordance with the
provisions of the Declaration of Trust and By-Laws of the Group and
Massachusetts law. See "ADDITIONAL INFORMATION--Miscellaneous" in the Statement
of Additional Information for further information.

An annual or special meeting of shareholders is not generally required by the
Declaration of Trust, the 1940 Act or other applicable authority. To the extent
that such a meeting is not required, the Group may elect not to have an annual
or special meeting.

The Group has undertaken that the Trustees will call a special meeting of
shareholders for purposes of considering the removal of one or more Trustees
upon written request therefor from shareholders holding not less than 10% of the
outstanding votes of the Group. The Group will, to the extent required under the
1940 Act, assist Shareholders in calling such a meeting. At such a meeting, a
quorum of shareholders (constituting a majority of votes attributable to all
outstanding shares of the Group), by majority vote, has the power to remove one
or more Trustees.

As of May 31, 1995, the Funds believe that AMCORE Trust Company indirectly
possessed or shared power to dispose of or vote with respect to more than 25% of
the outstanding shares of each of the Funds, except the U.S. Government Fund,
and therefore may be considered to be a controlling person of those Funds for
purposes of the Investment Company Act of 1940.

PERFORMANCE INFORMATION

From time to time the Funds may advertise their average annual total return,
aggregate total return, yield and effective yield in advertisements, sales
literature and shareholder reports. SUCH PERFORMANCE FIGURES ARE BASED ON
HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE. Average
annual total return will be calculated for the period since the establishment of
the Fund and will reflect the imposition of the maximum sales charge. Average
annual total return is measured by comparing the value of an investment in the
Fund at the beginning of the relevant period to the redemption value of the
investment at the end of the period (assuming immediate reinvestment of any
dividends or capital gains distributions) and annualizing the difference.
Aggregate total return is calculated similarly to average annual total return
except that the return figure is aggregated over the relevant period instead of
annualized. Yield for each of the Variable NAV Funds will be computed by
dividing the Fund's net investment

35
<PAGE> 42

income per share earned during a recent one-month period by the Fund's per share
maximum offering price (reduced by any undeclared earned income expected to be
paid shortly as a dividend) on the last day of the period and annualizing the
result.

The yield of the U.S. Government Fund refers to the income generated by an
investment therein over a seven-day period (which period will be stated in the
advertisement). This income is then "annualized." That is, the amount of income
generated by the investment during that week is assumed to be generated each
week over an annual period and is shown as a percentage of the investment. The
effective yield is calculated similarly but, when annualized, the income earned
by an investment in the U.S. Government Fund is assumed to be reinvested weekly.
The effective yield is slightly higher than the yield because of the compounding
effect of this assumed reinvestment.

Distribution rates will be computed by dividing the distribution per share
made by the Fund over a twelve-month period by the maximum offering price per
share. The distribution rate includes both income and capital gain dividends and
does not reflect unrealized gains or losses. The distribution rate differs from
the yield, because it includes capital items which are often non-recurring in
nature, whereas yield does not include such items.

The Tax-Free Fund may also present its tax equivalent yield and tax equivalent
effective yield which reflect the amount of income subject to federal income
taxation that a taxpayer would have to earn in order to obtain the same
after-tax income as that derived from the yield and effective yield,
respectively, of the Tax-Free Fund. The tax equivalent yield and tax equivalent
effective yield will be significantly higher than the yield and effective yield
of the Tax-Free Fund.

Investors may also judge the performance of the Fund by comparing its
performance to the performance of other mutual funds or mutual fund portfolios
with comparable investment objectives and policies through various mutual fund
or market indices and to data prepared by various services which may be
published by such services or by other services or publications. In addition to
performance information, general information about the Fund that appears in such
publications may be included in advertisements, sales literature and in reports
to Shareholders.

Yield and total return are functions of the type and quality of instruments
held in the portfolio, operating expenses, and market conditions. Consequently,
current yields and total return will fluctuate and are not necessarily
representative of future results. Any fees charged by AMCORE Bank or any of its
affiliates with respect to customer accounts for investing in shares of the
Funds will not be included in performance calculations; such fees, if charged,
will reduce the actual performance from that quoted.

Additional information regarding the investment performance of the Funds is
contained in the annual report of the Funds which may be obtained without charge
by writing or calling the Funds.

MISCELLANEOUS

Shareholders will receive unaudited semi-annual reports and annual reports
audited by independent auditors.

As used in this Prospectus and in the Statement of Additional Information,
"assets belonging to a fund" means the consideration received by the fund upon
the issuance or sale of shares in that fund, together with all income, earnings,
profits, and proceeds derived from the investment thereof, including any
proceeds from the sale, exchange, or liquidation of such investments, and any
funds or amounts derived from any reinvestment of such proceeds, and any general
assets of the Group not readily identified as belonging to a particular fund
that are allocated to the Fund by the Group's Board of Trustees. The Board of
Trustees may allocate such general assets in any manner it deems fair and
equitable. Determinations by the Board of Trustees of the Group as to the timing
of the allocation of general liabilities and expenses and as to the timing and
allocable portion of any general assets with respect to the Fund are conclusive.

36
<PAGE> 43

As used in this Prospectus and in the Statement of Additional Information, a
"vote of a majority of the outstanding Shares" of a Fund means the affirmative
vote, at a meeting of Shareholders duly called, of the lesser of (a) 67% or more
of the votes of Shareholders of a Fund present at a meeting at which the holders
of more than 50% of the votes attributable to Shareholders of record of the Fund
are represented in person or by proxy, or (b) the holders of more than 50% of
the outstanding votes of Shareholders of a Fund.

Inquiries regarding the Funds may be directed in writing to the Funds at 1900
East Dublin-Granville Road, Columbus, Ohio 43229, or by calling toll free (800)
438-6375.

37
<PAGE> 44

[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 45

[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 46

INVESTMENT ADVISER
AMCORE Capital Management, Inc.
501 Seventh Street
Rockford, Illinois 61104
ADMINISTRATOR AND DISTRIBUTOR
The Winsbury Company
1900 East Dublin-Granville Road
Columbus, Ohio 43229
LEGAL COUNSEL
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005
INDEPENDENT AUDITORS
Ernst & Young LLP
10 West Broad Street
Suite 2300
Columbus, Ohio 43215

<TABLE>
<CAPTION>
TABLE OF CONTENTS Page
-----
<S> <C>
Prospectus Summary.................... 2
Fee Table............................. 5
Financial Highlights.................. 7
Investment Objectives, Policies and
Risk Factors........................ 11
Investment Restrictions............... 20
Valuation of Shares................... 21
How to Purchase and Redeem Shares..... 22
Dividends and Taxes................... 28
Management of the Group............... 30
General Information................... 35
</TABLE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE GROUP
OR ITS DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE FUND
OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.

[ LOGO ]

AMCORE
CAPITAL MANAGEMENT, INC.

Investment Adviser

THE WINSBURY COMPANY(R)
PROSPECTUS DATED JUNE 1, 1995
<PAGE> 47

AMCORE Vintage U.S. Government Obligations Fund

AMCORE Vintage Fixed Income Fund

AMCORE Vintage Intermediate Tax-Free Fund

AMCORE Vintage Equity Fund

AMCORE Vintage Balanced Fund

AMCORE Vintage Aggressive Growth Fund

AMCORE Vintage Fixed Total Return Fund

Each an Investment Portfolio of

The Coventry Group

Statement of Additional Information

June 1, 1995,
as supplemented November 17, 1995
---------------------------------

This Statement of Additional Information is not a prospectus,
but should be read in conjunction with the prospectus for the AMCORE
Vintage U.S. Government Obligations Fund (the "U.S. Government
Fund"), the AMCORE Vintage Fixed Income Fund (the "Fixed Income
Fund"), the AMCORE Vintage Intermediate Tax-Free Fund (the "Tax-Free
Fund"), the AMCORE Vintage Equity Fund (the "Equity Fund"), the
AMCORE Vintage Balanced Fund (the "Balanced Fund"), the AMCORE
Vintage Aggressive Growth Fund (the "Aggressive Growth Fund") and the
AMCORE Vintage Fixed Total Return Fund (the "Fixed Total Return
Fund") each dated the same date as the date hereof (the
"Prospectus"), hereinafter referred to collectively as the "Funds"
and singly, a "Fund". The Funds are seven separate investment
portfolios of The Coventry Group (the "Group"), an open-end
management investment company. This Statement of Additional
Information is incorporated in its entirety into the Prospectus.
Copies of the Prospectus may be obtained by writing the Funds at 3435
Stelzer Road, Columbus, Ohio 43219, or by telephoning toll free (800)
438-6375.

<PAGE> 48

TABLE OF CONTENTS
-----------------

Page
----

THE COVENTRY GROUP . . . . . . . . . . . . . . . . . . . . . B-1

INVESTMENT OBJECTIVE AND POLICIES . . . . . . . . . . . . . . B-1
Additional Information on Portfolio Instruments . . . . . B-1
Investment Restrictions . . . . . . . . . . . . . . . . . B-15
Portfolio Turnover . . . . . . . . . . . . . . . . . . . . B-16

NET ASSET VALUE . . . . . . . . . . . . . . . . . . . . . . .B-17
Valuation of the U.S. Government Fund . . . . . . . . . . B-17
Valuation of the Variable NAV Funds . . . . . . . . . . . B-18

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION . . . . . . .B-19
Matters Affecting Redemption . . . . . . . . . . . . . . . B-19

MANAGEMENT OF THE GROUP . . . . . . . . . . . . . . . . . . .B-20
Trustees and Officers . . . . . . . . . . . . . . . . . . B-20
Investment Adviser . . . . . . . . . . . . . . . . . . . . B-24
Portfolio Transactions . . . . . . . . . . . . . . . . . . B-26
Banking Laws . . . . . . . . . . . . . . . . . . . . . . . B-27
Administrator . . . . . . . . . . . . . . . . . . . . . . B-28
Expenses . . . . . . . . . . . . . . . . . . . . . . . . . B-30
Distributor . . . . . . . . . . . . . . . . . . . . . . . B-31
Administrative Services Plan . . . . . . . . . . . . . . . B-33
Custodian . . . . . . . . . . . . . . . . . . . . . . . . B-34
Transfer Agency and Fund Accounting Services . . . . . . . B-35
Independent Auditors . . . . . . . . . . . . . . . . . . . B-36
Legal Counsel . . . . . . . . . . . . . . . . . . . . . . B-36

ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . .B-36
Description of Shares . . . . . . . . . . . . . . . . . . B-36
Vote of a Majority of the Outstanding Shares . . . . . . . B-38
Additional Tax Information . . . . . . . . . . . . . . . . B-38
Additional Tax Information Concerning the Tax-Free Fund . B-44
Yields and Total Returns of the U.S. Government Fund . . . B-46
Yields and Total Returns of the Variable NAV Funds . . . . B-47
Performance Comparisons . . . . . . . . . . . . . . . . . B-51

Principal Shareholders . . . . . . . . . . . . . . . . . . B-51

Miscellaneous . . . . . . . . . . . . . . . . . . . . . . B-52

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . .B-53

APPENDIX . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

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<PAGE> 49

STATEMENT OF ADDITIONAL INFORMATION

THE COVENTRY GROUP

The Coventry Group (the "Group") is an open-end management
investment company which issues its Shares in separate series.
Each series of Shares relates to a separate portfolio of assets.
The portfolios advised by AMCORE Capital Management, Inc.
("AMCORE") are each referred to generally as a "Fund". This
Statement of Additional Information deals with the seven Funds,
the AMCORE Vintage U.S. Government Obligations Fund, the AMCORE
Vintage Fixed Income Fund, the AMCORE Vintage Intermediate Tax-
Free Fund, the AMCORE Vintage Equity Fund, the AMCORE Vintage
Balanced Fund, the AMCORE Vintage Aggressive Growth Fund and the
AMCORE Vintage Fixed Total Return. Much of the information
contained in this Statement of Additional Information expands
upon subjects discussed in the Prospectus of the Funds.
Capitalized terms not defined herein are defined in such
Prospectus. No investment in Shares of a Fund should be made
without first reading the Prospectus. References to the
"Variable NAV Funds" shall mean all of the Funds except the U.S.
Government Fund.

INVESTMENT OBJECTIVE AND POLICIES

Additional Information on Portfolio Instruments
-----------------------------------------------

The following policies supplement the investment objective
and policies of the Funds as set forth in their respective
Prospectuses.

BANK OBLIGATIONS. The Fixed Income Fund, Tax-Free Fund and
the Balanced Fund may invest in bank obligations such as bankers'
acceptances, certificates of deposit, and time deposits.

Bankers' acceptances are negotiable drafts or bills of
exchange typically drawn by an importer or exporter to pay for
specific merchandise, which are "accepted" by a bank, meaning, in
effect, that the bank unconditionally agrees to pay the face
value of the instrument on maturity. Bankers' acceptances
invested in by the Funds will be those guaranteed by domestic and
foreign banks having, at the time of investment, capital,
surplus, and undivided profits in excess of $100,000,000 (as of
the date of their most recently published financial statements).

Certificates of deposit are negotiable certificates issued
against funds deposited in a commercial bank or a savings and
loan association for a definite period of time and earning a
specified return. Certificates of deposit and time deposits will
be those of domestic and foreign banks and savings and loan
associations, if (a) at the time of investment the depository
institution has capital, surplus, and undivided profits in excess
of $100,000,000 (as of the date of its most recently published
<PAGE> 50

financial statements), or (b) the principal amount of the
instrument is insured in full by the Federal Deposit Insurance
Corporation.

COMMERCIAL PAPER. Commercial paper consists of unsecured
promissory notes issued by corporations. Issues of commercial
paper normally have maturities of less than nine months and fixed
rates of return.

The Fixed Income Fund and the Tax-Free Fund may purchase
commercial paper consisting of issues rated at the time of
purchase within the two highest rating categories by a nationally
recognized statistical rating organization (an "NRSRO"). The
Balanced Fund may purchase commercial paper consisting of issues
rated at the time of purchase within the three highest rating
categories by an NRSRO. The Fixed Total Return Fund may purchase
commercial paper consisting of issues rated at the time of
purchase within the four highest rating categories by an NRSRO.
These Funds may also invest in commercial paper that is not rated
but is determined by AMCORE under guidelines established by the
Group's Board of Trustees, to be of comparable quality.

VARIABLE AMOUNT MASTER DEMAND NOTES. Variable amount master
demand notes, in which the Fixed Income Fund, the Fixed Total
Return Fund, the Balanced Fund and the Tax-Free Fund may invest,
are unsecured demand notes that permit the indebtedness
thereunder to vary and provide for periodic readjustments in the
interest rate according to the terms of the instrument. They are
also referred to as variable rate demand notes. Because master
demand notes are direct lending arrangements between a Fund and
the issuer, they are not normally traded. Although there is no
secondary market in the notes, a Fund may demand payment of
principal and accrued interest at any time or during specified
periods not exceeding one year, depending upon the instrument
involved, and may resell the note at any time to a third party.
AMCORE will consider the earning power, cash flow, and other
liquidity ratios of the issuers of such notes and will continu-
ously monitor their financial status and ability to meet payment
on demand. In determining dollar-weighted average portfolio
maturity, a variable amount master demand note will be deemed to
have a maturity equal to the longer of the period of time remain-
ing until the next interest rate adjustment or the period of time
remaining until the principal amount can be recovered from the
issuer through demand.

VARIABLE AND FLOATING RATE NOTES. The Tax-Free Fund, the
Fixed Total Return Fund, the Balanced Fund and the Fixed Income
Fund may acquire variable and floating rate notes, subject to
such Fund's investment objective, policies and restrictions. A
variable rate note is one whose terms provide for the

- 2 -
<PAGE> 51

readjustment of its interest rate on set dates and which, upon
such readjustment, can reasonably be expected to have a market
value that approximates its par value. A floating rate note is
one whose terms provide for the readjustment of its interest rate
whenever a specified interest rate changes and which, at any
time, can reasonably be expected to have a market value that
approximates its par value. Such notes are frequently not rated
by credit rating agencies; however, unrated variable and floating
rate notes purchased by a Fund will be determined by AMCORE under
guidelines approved by the Group's Board of Trustees to be of
comparable quality at the time of purchase to rated instruments
eligible for purchase under the Fund's investment policies. In
making such determinations, AMCORE will consider the earning
power, cash flow and other liquidity ratios of the issuers of
such notes (such issuers include financial, merchandising, bank
holding and other companies) and will continuously monitor their
financial condition. Although there may be no active secondary
market with respect to a particular variable or floating rate
note purchased by a Fund, the Fund may resell the note any time
to a third party. The absence of an active secondary market,
however, could make it difficult for the Fund to dispose of a
variable or floating rate note in the event the issuer of the
note defaulted on its payment obligations and the Fund could, as
a result or for other reasons, suffer a loss to the extent of the
default. Variable or floating rate notes may be secured by bank
letters of credit.

U.S. GOVERNMENT OBLIGATIONS. The U.S. Government Fund will
invest exclusively in short-term U.S. Treasury bills, notes and
other obligations issued or guaranteed by the U.S. Government or
its agencies or instrumentalities subject to its investment
objective and policies (collectively, "U.S. Government
Obligations"). The Variable NAV Funds may also invest in U.S.
Government Obligations. Obligations of certain agencies and
instrumentalities of the U.S. Government are supported by the
full faith and credit of the U.S. Treasury; others are supported
by the right of the issuer to borrow from the Treasury; others
are supported by the discretionary authority of the U.S.
Government to purchase the agency's obligations; and still others
are supported only by the credit of the instrumentality. No
assurance can be given that the U.S. Government would provide
financial support to U.S. Government-sponsored agencies or
instrumentalities if it is not obligated to do so by law. A Fund
will invest in the obligations of such agencies or
instrumentalities only when AMCORE believes that the credit risk
with respect thereto is minimal.

STRIPPED TREASURY SECURITIES. The Variable NAV Funds may
invest in certain U.S. Government Obligations referred to as
"Stripped Treasury Securities." Stripped Treasury Securities are

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<PAGE> 52

U.S. Treasury securities that have been stripped of their
unmatured interest coupons (which typically provide for interest
payments semi-annually), interest coupons that have been stripped
from such U.S. Treasury securities, and receipts and certificates
for such stripped debt obligations and stripped coupons.
Stripped bonds and stripped coupons are sold at a deep discount
because the buyer of those securities receives only the right to
receive a future fixed payment on the security and does not
receive any rights to periodic interest payments on the security.

Stripped Treasury Securities will include coupons that have
been stripped from U.S. Treasury bonds, which may be held through
the Federal Reserve Bank's book-entry system called "Separate
Trading of Registered Interest and Principal of Securities"
("STRIPS") or through a program entitled "Coupon Under Book-Entry
Safekeeping" ("CUBES").

The U.S. Government does not issue Stripped Treasury
Securities directly. The STRIPS program, which is ongoing, is
designed to facilitate the secondary market in the stripping of
selected U.S. Treasury notes and bonds into separate interest and
principal components. Under the program, the U.S. Treasury
continues to sell its notes and bonds through its customary
auction process. A purchaser of those specified notes and bonds
who has access to a book-entry account at a Federal Reserve bank,
however, may separate the Treasury notes and bonds into interest
and principal components. The selected Treasury securities
thereafter may be maintained in the book-entry system operated by
the Federal Reserve in a manner that permits the separate trading
and ownership of the interest and principal payments.

CUBES, like STRIPS, are direct obligations of the U.S.
Government. CUBES are coupons that have previously been
physically stripped from U.S. Treasury notes and bonds, but which
were deposited with the Federal Reserve Bank's book-entry system
and are now carried and transferable in book-entry form only.
Only stripped U.S. Treasury coupons maturing on or after January
15, 1988, that were stripped prior to January 5, 1987, were
eligible for conversion to book-entry form under the CUBES
program.

By agreement, the underlying debt obligations will be held
separate from the general assets of the custodian and nominal
holder of such securities, and will not be subject to any right,
charge, security interest, lien or claim of any kind in favor of
or against the custodian or any person claiming through the
custodian, and the custodian will be responsible for applying all
payments received on those underlying debt obligations to the
related receipts or certificates without making any deductions
other than applicable tax withholding. The custodian is required

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<PAGE> 53

to maintain insurance for the protection of holders of receipts
or certificates in customary amounts against losses resulting
from the custody arrangement due to dishonest or fraudulent
action by the custodian's employees. The holders of receipts or
certificates, as the real parties in interest, are entitled to
the rights and privileges of the underlying debt obligations,
including the right, in the event of default in payment of
principal or interest to proceed individually against the issuer
without acting in concert with other holders of those receipts or
certificates or the custodian.

FOREIGN INVESTMENTS. The Equity Fund, the Fixed Income
Fund, the Fixed Total Return Fund, the Balanced Fund and the
Aggressive Growth Fund may, subject to their respective
investment objectives and policies, invest in certain obligations
or securities of foreign issuers. Permissible investments
include American Depository Receipts ("ADRs") for the Equity
Fund, the Balanced Fund and the Aggressive Growth Fund and Yankee
Obligations (as described in the Prospectus) for the Fixed Income
Fund, the Fixed Total Return Fund, the Balanced Fund and the
Aggressive Growth Fund. Investment in securities issued by
foreign branches of U.S. banks, foreign banks, or other foreign
issuers, including ADRs may subject such Funds to investment
risks that differ in some respects from those related to
investment in obligations of U.S. domestic issuers. Such risks
include future adverse political and economic developments,
possible seizure, nationalization, or expropriation of foreign
investments, less stringent disclosure requirements, the possible
establishment of exchange controls or taxation at the source or
other taxes, and the adoption of other foreign governmental
restrictions.

Additional risks include less publicly available
information, the risk that companies may not be subject to the
accounting, auditing and financial reporting standards and
requirements of U.S. companies, the risk that foreign securities
markets may have less volume and therefore many securities traded
in these markets may be less liquid and their prices more
volatile than U.S. securities, and the risk that custodian and
brokerage costs may be higher. Foreign issuers of securities or
obligations are often subject to accounting treatment and engage
in business practices different from those respecting domestic
issuers of similar securities or obligations. Foreign branches
of U.S. banks and foreign banks may be subject to less stringent
reserve requirements than those applicable to domestic branches
of U.S. banks.

CALL OPTIONS. The Equity Fund, the Balanced Fund and the
Aggressive Growth Fund may write (sell) "covered" call options
and purchase options to close out options previously written by

- 5 -
<PAGE> 54

them. Such options must be listed on a National Securities
Exchange and issued by the Options Clearing Corporation. The
purpose of writing covered call options is to generate additional
premium income for a Fund. This premium income will serve to
enhance the Fund's total return and will reduce the effect of any
price decline of the security involved in the option. Covered
call options will generally be written on securities which, in
AMCORE's opinion, are not expected to make any major price moves
in the near future but which, over the long term, are deemed to
be attractive investments for a Fund.

A call option gives the holder (buyer) the "right to
purchase" a security at a specified price (the exercise price) at
any time until a certain date (the expiration date). So long as
the obligation of the writer of a call option continues, he may
be assigned an exercise notice by the broker-dealer through whom
such option was sold, requiring him to deliver the underlying
security against payment of the exercise price. This obligation
terminates upon the expiration of the call option, or such
earlier time at which the writer effects a closing purchase
transaction by repurchasing an option identical to that
previously sold. To secure his obligation to deliver the
underlying security in the case of a call option, a writer is
required to deposit in escrow the underlying security or other
assets in accordance with the rules of the Options Clearing
Corporation. A Fund will write only covered call options. (In
order to comply with the requirements of the securities laws in
several states, a Fund will not write a covered call option if,
as a result, the aggregate market value of all portfolio
securities covering all call options exceeds 15% of the market
value of its net assets.)

Fund securities on which call options may be written will be
purchased solely on the basis of investment considerations
consistent with a Fund's investment objective. The writing of
covered call options is a conservative investment technique
believed to involve relatively little risk (in contrast to the
writing of naked or uncovered options, which the Funds will not
do), but capable of enhancing a Fund's total return. When
writing a covered call option, a Fund, in return for the premium,
gives up the opportunity for profit from a price increase in the
underlying security above the exercise price, but retains the
risk of loss should the price of the security decline. Unlike
one who owns securities not subject to an option, a Fund has no
control over when it may be required to sell the underlying
securities, since it may be assigned an exercise notice at any
time prior to the expiration of its obligation as a writer. If a
call option which a Fund has written expires, the Fund will
realize a gain in the amount of the premium; however, such gain
may be offset by a decline in the market value of the underlying

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<PAGE> 55

security during the option period. If the call option is
exercised, the Fund will realize a gain or loss from the sale of
the underlying security. The security covering the call will be
maintained in a segregated account of a Fund's Custodian. The
Funds do not consider a security covered by a call to be
"pledged" as that term is used in each Fund's policy which limits
the pledging or mortgaging of its assets.

The premium received is the market value of an option. The
premium a Fund will receive from writing a call option will
reflect, among other things, the current market price of the
underlying security, the relationship of the exercise price to
such market price, the historical price volatility of the
underlying security, and the length of the option period. Once
the decision to write a call option has been made, AMCORE, in
determining whether a particular call option should be written on
a particular security, will consider the reasonableness of the
anticipated premium and the likelihood that a liquid secondary
market will exist for such option. The premium received by a
Fund for writing covered call options will be recorded as a
liability in the Fund's statement of assets and liabilities.
This liability will be adjusted daily to the option's current
market value, which will be the latest sale price at the time at
which the net asset value per share of a Fund is computed (close
of the New York Stock Exchange), or, in the absence of such sale,
the latest asked price. The liability will be extinguished upon
expiration of the option, the purchase of an identical option in
a closing transaction, or delivery of the underlying security
upon the exercise of the option.

Closing transactions will be effected in order to realize a
profit on an outstanding call option, to prevent an underlying
security from being called, or to permit the sale of the
underlying security. Furthermore, effecting a closing
transaction will permit a Fund to write another call option on
the underlying security with either a different exercise price or
expiration date or both. If a Fund desires to sell a particular
security from its portfolio on which it has written a call
option, it will seek to effect a closing transaction prior to, or
concurrently with, the sale of the security. There is, of
course, no assurance that a Fund will be able to effect such
closing transactions at a favorable price. If a Fund cannot
enter into such a transaction, it may be required to hold a
security that it might otherwise have sold, in which case it
would continue to be at market risk on the security. This could
result in higher transaction costs. The Funds will pay
transaction costs in connection with the writing of options to
close out previously written options. Such transaction costs are
normally higher than those applicable to purchases and sales of
portfolio securities.

- 7 -
<PAGE> 56

Call options written by a Fund will normally have expiration
dates of less than nine months from the date written. The
exercise price of the options may be below, equal to, or above
the current market values of the underlying securities at the
time the options are written. From time to time, a Fund may
purchase an underlying security for delivery in accordance with
an exercise notice of a call option assigned to it, rather than
delivering such security from its portfolio. In such cases,
additional costs will be incurred.

A Fund will realize a profit or loss from a closing purchase
transaction if the cost of the transaction is less or more than
the premium received from the writing of the option. Because
increases in the market price of a call option will generally
reflect increases in the market price of the underlying security,
any loss resulting from the repurchase of a call option is likely
to be offset in whole or in part by appreciation of the
underlying security owned by the Fund.

PUT OPTIONS. The Tax-Free Fund may acquire "puts" with
respect to Municipal Securities held in its portfolio and the
Fixed Income Fund, the Fixed Total Return Fund and the Balanced
Fund may acquire "puts" with respect to debt securities held in
their portfolio. A put is a right to sell or redeem a specified
security (or securities) at a certain time or within a certain
period of time at a specified exercise price. The put may be an
independent feature or may be combined with a reset feature that
is designed to reduce downward price volatility as interest rates
rise by enabling the holder to liquidate the investment prior to
maturity.

The amount payable to a Fund upon its exercise of a "put" is
normally (i) the Fund's acquisition cost of the securities
subject to the put (excluding any accrued interest which the Fund
paid on the acquisition), less any amortized market premium or
plus any amortized market or original issue discount during the
period the Fund owned the securities, plus (ii) all interest
accrued on the securities since the last interest payment date
during that period.

Puts may be acquired by a Fund to facilitate the liquidity
of the portfolio assets. Puts may also be used to facilitate
that reinvestment of assets at a rate of return more favorable
than that of the underlying security. Puts may, under certain
circumstances, also be used to shorten the maturity of underlying
variable rate or floating rate securities for purposes of
calculating the remaining maturity of those securities and the
dollar-weighted average portfolio maturity of a Fund's assets.

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<PAGE> 57

The Tax-Free Fund, the Fixed Income Fund, the Fixed Total
Return Fund and the Balanced Fund will, if necessary or
advisable, pay for puts either separately in cash or by paying a
higher price for portfolio securities which are acquired subject
to the puts (thus reducing the yield to maturity otherwise
available for the same securities).

WHEN-ISSUED SECURITIES. As discussed in the Prospectuses of
the Funds, each of the Funds may purchase securities on a when-
issued or delayed-delivery basis. When-issued securities are
securities purchased for delivery beyond the normal settlement
date at a stated price and yield and thereby involve a risk that
the yield obtained in the transaction will be less than those
available in the market when delivery takes place. A Fund will
generally not pay for such securities or start earning interest
on them until they are received. When a Fund agrees to purchase
securities on a when-issued basis, the Custodian will set aside
cash or liquid portfolio securities equal to the amount of the
commitment in a separate account. Normally, the Custodian will
set aside portfolio securities to satisfy the purchase
commitment, and in such a case, the Fund may be required subse-
quently to place additional assets in the separate account in
order to assure that the value of the account remains equal to
the amount of the Fund's commitment. It may be expected that the
Fund's net assets will fluctuate to a greater degree when it sets
aside portfolio securities to cover such purchase commitments
than when it sets aside cash. In addition, because a Fund will
set aside cash or liquid portfolio securities to satisfy its
purchase commitments in the manner described above, the Fund's
liquidity and the ability of AMCORE to manage it might be
affected in the event its commitments to purchase when-issued
securities ever exceeded 25% of the value of its total assets.

When a Fund engages in when issued transactions, it relies
on the seller to consummate the trade. Failure of the seller to
do so may result in the Fund incurring a loss or missing the
opportunity to obtain a price considered to be advantageous. The
Funds will engage in when issued delivery transactions only for
the purpose of acquiring portfolio securities consistent with the
Funds' investment objectives and policies, not for investment
leverage.

MORTGAGE-RELATED SECURITIES. The Fixed Income Fund, the
Fixed Total Return Fund and the Balanced Fund may, consistent
with their respective investment objectives and policies, invest
in mortgage-related securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities. Mortgage-
related securities, for purposes of the Prospectus and this
Statement of Additional Information, represent pools of mortgage
loans assembled for sale to investors by various governmental

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<PAGE> 58

agencies such as the Government National Mortgage Association and
government-related organizations such as the Federal National
Mortgage Association and the Federal Home Loan Mortgage
Corporation, as well as by nongovernmental issuers such as
commercial banks, savings and loan institutions, mortgage bankers
and private mortgage insurance companies. Although certain
mortgage-related securities are guaranteed by a third party or
otherwise similarly secured, the market value of the security,
which may fluctuate, is not so secured. If a Fund purchases a
mortgage-related security at a premium, that portion may be lost
if there is a decline in the market value of the security whether
resulting from changes in interest rates or prepayments in the
underlying mortgage collateral. As with other interest-bearing
securities, the prices of such securities are inversely affected
by changes in interest rates. However, though the value of a
mortgage-related security may decline when interest rates rise,
the converse is not necessarily true, since in periods of
declining interest rates the mortgages underlying the securities
are prone to prepayment, thereby shortening the average life of
the security and shortening the period of time over which income
at the higher rate is received. Conversely, when interest rates
are rising, the rate of prepayment tends to decrease, thereby
lengthening the average life of the security and lengthening the
period of time over which income at the lower rate is received.
For these and other reasons, a mortgage-related security's
average maturity may be shortened or lengthened as a result of
interest rate fluctuations and, therefore, it is not possible to
predict accurately the security's return to the Fund. In
addition, regular payments received in respect of mortgage-
related securities include both interest and principal. No
assurance can be given as to the return a Fund will receive when
these amounts are reinvested.

There are a number of important differences among the
agencies and instrumentalities of the U.S. Government that issue
mortgage-related securities and among the securities that they
issue. Mortgage-related securities issued by the Government
National Mortgage Association ("GNMA") include GNMA Mortgage
Pass-Through Certificates (also known as "Ginnie Maes") which are
guaranteed as to the timely payment of principal and interest by
GNMA and such guarantee is backed by the full faith and credit of
the United States. GNMA is a wholly-owned U.S. Government
corporation within the Department of Housing and Urban Develop-
ment. GNMA certificates also are supported by the authority of
GNMA to borrow Funds from the U.S. Treasury to make payments
under its guarantee. Mortgage-related securities issued by the
Federal National Mortgage Association ("FNMA") include FNMA
Guaranteed Mortgage Pass-Through Certificates (also known as
"Fannie Maes") which are solely the obligations of the FNMA and
are not backed by or entitled to the full faith and credit of the

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<PAGE> 59

United States. The FNMA is a government-sponsored organization
owned entirely by private stockholders. Fannie Maes are
guaranteed as to timely payment of the principal and interest by
FNMA. Mortgage-related securities issued by the Federal Home
Loan Mortgage Corporation ("FHLMC") include FHLMC Mortgage
Participation Certificates (also known as "Freddie Macs" or
"PCs"). The FHLMC is a corporate instrumentality of the United
States, created pursuant to an Act of Congress, which is owned
entirely by Federal Home Loan Banks. Freddie Macs are not
guaranteed by the United States or by any Federal Home Loan Banks
and do not constitute a debt or obligation of the United States
or of any Federal Home Loan Bank. Freddie Macs entitle the
holder to timely payment of interest, which is guaranteed by the
FHLMC. The FHLMC guarantees either ultimate collection or timely
payment of all principal payments on the underlying mortgage
loans. When the FHLMC does not guarantee timely payment of
principal, FHLMC may remit the amount due on account of its
guarantee of ultimate payment of principal at any time after
default on an underlying mortgage, but in no event later than one
year after it becomes payable.

The Fixed Income Fund, the Fixed Total Return Fund and the
Balanced Fund may also invest in mortgage-related securities
which are collateralized mortgage obligations ("CMOs") structured
on pools of mortgage pass-through certificates or mortgage loans.
The CMOs in which these Funds may invest represent securities
issued by a private corporation or a U.S. Government
instrumentality that are backed by a portfolio of mortgages or
mortgage-backed securities held under an indenture. The issuer's
obligations to make interest and principal payments is secured by
the underlying portfolio of mortgages or mortgage-backed
securities. CMOs are issued with a number of classes or series
which have different maturities and which may represent interests
in some or all of the interest or principal on the underlying
collateral or a combination thereof. CMOs of different classes
are generally retired in sequence as the underlying mortgage
loans in the mortgage pool are repaid. In the event of
sufficient early prepayments on such mortgages, the class or
series of a CMO first to mature generally will be retired prior
to its maturity. Thus, the early retirement of a particular
class or series of a CMO held by a Fund would have the same
effect as the prepayment of mortgages underlying a mortgage-
backed pass-through security. Mortgage-related securities will
be purchased only if rated within the three highest bond rating
categories assigned by an NRSRO or, if unrated, which AMCORE
deems to present attractive opportunities and are of comparable
quality.

OTHER ASSET-BACKED SECURITIES. The Fixed Income Fund and
the Fixed Total Return Fund may also invest in interests in pools

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<PAGE> 60

of receivables, such as motor vehicle installment purchase
obligations (known as Certificates of Automobile Receivables or
CARSSM) and credit card receivables (known as Certificates of
Amortizing Revolving Debts or CARDSSM). Such securities are
generally issued as pass-through certificates, which represent
undivided fractional ownership interests in the underlying pools
of assets. Such securities may also be debt instruments which
are also known as collateralized obligations and are generally
issued as the debt of a special purpose entity organized solely
for the purpose of owning such assets and issuing such debt.

Such securities are not issued or guaranteed by the U.S.
Government or its agencies or instrumentalities; however, the
payment of principal and interest on such obligations may be
guaranteed up to certain amounts and for a certain time period by
a letter of credit issued by a financial institution (such as a
bank or insurance company) unaffiliated with the issuers of such
securities. Non-mortgage backed securities will be purchased by
the Fixed Income Fund only when rated within the three highest
rating categories by an NRSRO at the time of purchase. In
addition, such securities generally will have remaining estimated
lives at the time of purchase of 7 years or less.

SECURITIES OF OTHER INVESTMENT COMPANIES. Each Fund, except
the U.S. Government Fund, may invest in securities issued by the
other investment companies, including Shares of the U.S.
Government Fund. Each of these Funds currently intends to limit
its investments so that, as determined immediately after a
securities purchase is made: (a) not more than 5% of the value
of its total assets will be invested in the securities of any one
investment company; (b) not more than 10% of the value of its
total assets will be invested in the aggregate in securities of
investment companies as a group; (c) not more than 3% of the
outstanding voting stock of any one investment company will be
owned by any of the Funds; and (d) not more than 10% of the
outstanding voting stock of any one investment company will be
owned in the aggregate by the Funds. As a shareholder of another
investment company, a Fund would bear, along with other
shareholders, its pro rata portion of that company's expenses,
including advisory fees. These expenses would be in addition to
the advisory and other expenses that the Fund bears directly in
connection with its own operations. In order to avoid the
imposition of additional fees as a result of investing in Shares
of the U.S. Government Fund, AMCORE and the Administrator will
waive any portion of their usual service fees that are
attributable to investments therein by another Fund. Investment
companies in which a Fund may invest may also impose a sales or
distribution charge in connection with the purchase or redemption
of their shares and other types of commissions or charges. Such

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<PAGE> 61

charges will be payable by the Funds and, therefore, will be
borne directly by Shareholders.

REPURCHASE AGREEMENTS. Securities held by each Fund may be
subject to repurchase agreements. Under the terms of a
repurchase agreement, a Fund would acquire securities from member
banks of the Federal Deposit Insurance Corporation and registered
broker-dealers which AMCORE deems creditworthy under guidelines
approved by the Group's Board of Trustees, subject to the
seller's agreement to repurchase such securities at a mutually
agreed-upon date and price. The repurchase price would generally
equal the price paid by the Fund plus interest negotiated on the
basis of current short-term rates, which may be more or less than
the rate on the underlying portfolio securities. The seller
under a repurchase agreement will be required to maintain
continually the value of collateral held pursuant to the
agreement at not less than the repurchase price (including
accrued interest). If the seller were to default on its
repurchase obligation or become insolvent, the Fund holding such
obligation would suffer a loss to the extent that the proceeds
from a sale of the underlying portfolio securities were less than
the repurchase price under the agreement, or to the extent that
the disposition of such securities by the Fund were delayed
pending court action. Additionally, there is no controlling
legal precedent confirming that a Fund would be entitled, as
against a claim by such seller or its receiver or trustee in
bankruptcy, to retain the underlying securities, although the
Board of Trustees of the Group believes that, under the regular
procedures normally in effect for custody of a Fund's securities
subject to repurchase agreements and under federal laws, a court
of competent jurisdiction would rule in favor of the Group if
presented with the question. Securities subject to repurchase
agreements will be held by that Fund's custodian or another
qualified custodian or in the Federal Reserve/Treasury book-entry
system. Repurchase agreements are considered to be loans by a
Fund under the 1940 Act.

REVERSE REPURCHASE AGREEMENTS. As discussed in the
Prospectuses, each Fund may borrow funds for temporary purposes
by entering into reverse repurchase agreements in accordance with
that Fund's investment restrictions. Pursuant to such
agreements, a Fund would sell portfolio securities to financial
institutions such as banks and broker-dealers, and agree to
repurchase the securities at a mutually agreed-upon date and
price. At the time a Fund enters into a reverse repurchase
agreement, it will place in a segregated custodial account assets
such as U.S. Government securities or other liquid, high grade
debt securities consistent with the Fund's investment
restrictions having a value equal to the repurchase price
(including accrued interest), and will subsequently continually

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<PAGE> 62

monitor the account to ensure that such equivalent value is
maintained at all times. Reverse repurchase agreements involve
the risk that the market value of the securities sold by a Fund
may decline below the price at which a Fund is obligated to
repurchase the securities. Reverse repurchase agreements are
considered to be borrowings by a Fund under the 1940 Act.

MUNICIPAL SECURITIES. Under normal market conditions, at
least 80% of the net assets of the Tax-Free Fund will be invested
in Municipal Securities, the interest on which is exempt from the
regular federal income tax and not treated as a preference item
for purposes of the federal alternative minimum tax imposed on
non-corporate taxpayers.

Municipal Securities include debt obligations issued by
governmental entities to obtain Funds for various public
purposes, such as the construction of a wide range of public
facilities, the refunding of outstanding obligations, the payment
of general operating expenses, and the extension of loans to
other public institutions and facilities. Private activity bonds
that are issued by or on behalf of public authorities to finance
various privately-operated facilities are included within the
term Municipal Securities if the interest paid thereon is exempt
from regular federal individual income taxes and is not treated
as a preference item for purposes of the federal alternative
minimum tax.

Other types of Municipal Securities which the Tax-Free Fund
may purchase are short-term General Obligation Notes, Tax
Anticipation Notes, Bond Anticipation Notes, Revenue Anticipation
Notes, Tax-Exempt Commercial Paper, Project Notes, Construction
Loan Notes and other forms of short-term tax-exempt loans. Such
instruments are issued with a short-term maturity in anticipation
of the receipt of tax funds, the proceeds of bond placements or
other revenues. The Tax-Free Fund will not purchase municipal
lease obligations.

Project Notes are issued by a state or local housing agency
and are sold by the Department of Housing and Urban Development.
While the issuing agency has the primary obligation with respect
to its Project Notes, they are also secured by the full faith and
credit of the United States through agreements with the issuing
authority which provide that, if required, the federal government
will lend the issuer an amount equal to the principal of and
interest on the Project Notes.

As described in the Prospectus, the two principal
classifications of Municipal Securities consist of "general
obligation" and "revenue" issues. The Tax-Free Fund may also
acquire "moral obligation" issues, which are normally issued by

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<PAGE> 63

special purpose authorities. There are, of course, variations in
the quality of Municipal Securities, both within a particular
classification and between classifications, and the yields on
Municipal Securities depend upon a variety of factors, including
general money market conditions, the financial condition of the
issuer, general conditions of the municipal bond market, the size
of a particular offering, the maturity of the obligation and the
rating of the issue. The ratings of Moody's and S&P represent
their opinions as to the quality of Municipal Securities. It
should be emphasized, however, that ratings are general and are
not absolute standards of quality, and securities with the same
maturity, interest rate and rating may have different yields,
while securities of the same maturity and interest rate with
different ratings may have the same yield. Subsequent to
purchase, an issue of Municipal Securities may cease to be rated
or its rating may be reduced below the minimum rating required
for purchase by the Tax-Free Fund. AMCORE will consider such an
event in determining whether the Fund should continue to hold the
obligation.

An issuer's obligations for Municipal Securities are subject
to the provisions of bankruptcy, insolvency, and other laws
affecting the rights and remedies of creditors, such as the
federal bankruptcy code, and laws, if any, which may be enacted
by Congress or state legislatures extending the time for payment
of principal or interest, or both, or imposing other constraints
upon the enforcement of such obligations or upon the ability of
municipalities to levy taxes. The power or ability of an issuer
to meet its obligations for the for the payment of interest on
and principal of its Municipal Securities may be materially
adversely affected by litigation or other conditions.

Investment Restrictions
-----------------------

The following are fundamental investment restrictions and
are in addition to the investment restrictions set forth in the
Prospectus. Under these restrictions a Fund may not:

1. Underwrite securities issued by other persons, except
to the extent that a Fund may be deemed to be an underwriter
under certain securities laws in the disposition of "restricted
securities";

2. Purchase or sell commodities or commodities contracts,
except to the extent disclosed in the current Prospectus of the
Funds;

3. Purchase or sell real estate (although investments by
the Equity Fund and the Fixed Income Fund in marketable

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<PAGE> 64

securities of companies engaged in such activities are not
prohibited by this restriction);

The following additional investment restrictions are not
fundamental and may be changed with respect to a particular Fund
without the vote of a majority of the outstanding Shares of that
Fund. A Fund may not:

1. Enter into repurchase agreements with maturities in
excess of seven days if such investments, together with other
instruments in that Fund that are not readily marketable or are
otherwise illiquid, exceed 15% of that Fund's total assets.

2. Purchase securities on margin, except for use of short-
term credit necessary for clearance of purchases of portfolio
securities;

3. Engage in any short sales;

4. Purchase participation or direct interests in oil, gas
or other mineral exploration or development programs (although
investments by the Equity Fund and the Fixed Income Fund in
marketable securities of companies engaged in such activities are
not prohibited in this restriction);

5. Purchase securities of other investment companies,
except (a) in connection with a merger, consolidation,
acquisition or reorganization, and (b) a Fund may invest in other
investment companies, including other Funds for which AMCORE acts
as adviser, as specified in the Prospectus subject to such
restrictions as may be imposed by the 1940 Act or any state laws.

6. Invest more than 5% of total assets in puts, calls,
straddles, spreads or any combination thereof.

7. With respect to the Equity Fund, the Balanced Fund, the
Aggressive Growth Fund, the Fixed Total Return Fund, and the
Fixed Income Fund, invest more than 5% of total assets in
securities of issuers which together with any predecessors have a
record of less than three years continuous operation.

If any percentage restriction described above is satisfied
at the time of investment, a later increase or decrease in such
percentage resulting from a change in asset value will not
constitute a violation of such restriction.

Portfolio Turnover
------------------

The portfolio turnover rate for each of the Funds is
calculated by dividing the lesser of a Fund's purchases or sales

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<PAGE> 65

of portfolio securities for the year by the monthly average value
of the portfolio securities. The calculation excludes all
securities whose remaining maturities at the time of acquisition
were one year or less.

For the fiscal year ended March 31, 1995 the annual turnover
rate of the Equity Fund was 20.54%, the annual turnover rate of
the Fixed Income Fund was 32.38%, and the annual turnover rate of
the Tax-Free Fund was 5.77%. It is presently estimated that the
annual turnover rate of the Balanced Fund will generally not
exceed 80%, that the annual turnover rate of the Aggressive
Growth Fund will generally not exceed 75%, and that the annual
turnover rate of the Fixed Total Return Fund will generally not
exceed 100%. However, portfolio turnover for any of the Funds
may vary greatly from year to year as well as within a particular
year. High turnover rates will generally result in higher
transaction costs to a Fund. Portfolio turnover will not be a
limiting factor in making investment decisions.

Because the U.S. Government Fund intends to invest entirely
in securities with maturities of less than one year and because
the Commission requires such securities to be excluded from the
calculation of the portfolio turnover rate, the portfolio
turnover with respect to the U.S. Government Fund is expected to
be zero percent for regulatory purposes.

NET ASSET VALUE

As indicated in the Prospectuses, the net asset value of
each Fund is determined and the Shares of each Fund are priced as
of the Valuation Times applicable to such Fund on each Business
Day of the Company. A "Business Day" constitutes any day on
which the New York Stock Exchange (the "NYSE") is open for
trading, the Federal Reserve Bank of Chicago is open, and any
other day except days on which there are not sufficient changes
in the value of the Fund's portfolio securities that the Fund's
net asset value might be materially affected and days during
which no Shares are tendered for redemption and no orders to
purchase Shares are received. Currently, either the NYSE or
Federal Reserve Bank of Chicago are closed on New Year's Day,
Martin Luther King, Jr. Day, President's Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Columbus Day,
Veteran's Day, Thanksgiving Day and Christmas Day.

Valuation of the U.S. Government Fund
-------------------------------------

The U.S. Government Fund has elected to use the amortized
cost method of valuation pursuant to Rule 2a-7 under the 1940
Act. This involves valuing an instrument at its cost initially
and thereafter assuming a constant amortization to maturity of

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<PAGE> 66

any discount or premium, regardless of the impact of fluctuating
interest rates on the market value of the instrument. This
method may result in periods during which value, as determined by
amortized cost, is higher or lower than the price the U.S.
Government Fund would receive if it sold the instrument. The
value of securities in the U.S. Government Fund can be expected
to vary inversely with changes in prevailing interest rates.

Pursuant to Rule 2a-7, the U.S. Government Fund will
maintain a dollar-weighted average portfolio maturity appropriate
to the Fund's objective of maintaining a stable net asset value
per share, provided that the Fund will not purchase securities
with a remaining maturity of more than 397 days (thirteen months)
(securities subject to repurchase agreements may bear longer
maturities) nor maintain a dollar-weighted average portfolio
maturity which exceeds 90 days. The Group's Board of Trustees
has also undertaken to establish procedures reasonably designed,
taking into account current market conditions and the investment
objective of the Fund, to stabilize the net asset value per share
of the Fund for purposes of sales and redemptions at $1.00.
These procedures include review by the Trustees, at such
intervals as they deem appropriate, to determine the extent, if
any, to which the net asset value per Share of the Fund
calculated by using available market quotations deviates from
$1.00 per Share. In the event such deviation exceeds one-half of
one percent, Rule 2a-7 requires that the Board of Trustees
promptly consider what action, if any, should be initiated. If
the Trustees believe that the extent of any deviation from the
Fund's $1.00 amortized cost price per Share may result in
material dilution or other unfair results to new or existing
investors, they will take such steps as they consider appropriate
to eliminate or reduce, to the extent reasonably practicable, any
such dilution or unfair results. These steps may include selling
portfolio instruments prior to maturity, shortening the average
portfolio maturity, withholding or reducing dividends, reducing
the number of the U.S. Government Fund's outstanding Shares
without monetary consideration, or utilizing a net asset value
per share determined by using available market quotations.

Valuation of the Variable NAV Funds
-----------------------------------

Portfolio securities for which market quotations are readily
available are valued based upon their current available bid
prices in the principal market (closing sales prices if the
principal market is an exchange) in which such securities are
normally traded. Unlisted securities for which market quotations
are readily available will be valued at the current quoted bid
prices. Other securities and assets for which quotations are not
readily available, including restricted securities and securities
purchased in private transactions, are valued at their fair value

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<PAGE> 67

in AMCORE's best judgement under the supervision of the Group's
Board of Trustees.

Among the factors that will be considered, if they apply, in
valuing portfolio securities held by the Variable NAV Funds are
the existence of restrictions upon the sale of the security by
the Fund, the absence of a market for the security, the extent of
any discount in acquiring the security, the estimated time during
which the security will not be freely marketable, the expenses of
registering or otherwise qualifying the security for public sale,
underwriting commissions if underwriting would be required to
effect a sale, the current yields on comparable securities for
debt obligations traded independently of any equity equivalent,
changes in the financial condition and prospects of the issuer,
and any other factors affecting fair value. In making
valuations, opinions of counsel may be relied upon as to whether
or not securities are restricted securities and as to the legal
requirements for public sale.

The Group may use a pricing service to value certain
portfolio securities where the prices provided are believed to
reflect the fair market value of such securities. A pricing
service would normally consider such factors as yield, risk,
quality, maturity, type of issue, trading characteristics,
special circumstances and other factors it deems relevant in
determining valuations of normal institutional trading units of
debt securities and would not rely exclusively on quoted prices.
The methods used by the pricing service and the valuations so
established will be reviewed by the Group under the general
supervision of the Group's Board of Trustees. Several pricing
services are available, one or more of which may be used by the
Adviser from time to time.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Matters Affecting Redemption
----------------------------

Shares in each of the Group's Funds are sold on a continuous
basis by BISYS Fund Services Limited Partnership d/b/a BISYS Fund
Services (the "Distributor") and BISYS Fund Services has agreed
to use appropriate efforts to solicit all purchase orders. In
addition to purchasing Shares directly from the Distributor,
Shares may be purchased through procedures established by BISYS
Fund Services in connection with the requirements of accounts at
AMCORE Bank, N.A., ("AMCORE Bank") or AMCORE Bank's affiliated
entities (collectively, "Banks"). Customers purchasing Shares of
the Funds may include officers, directors, or employees of the
Banks.

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<PAGE> 68

The Group may suspend the right of redemption or postpone
the date of payment for Shares during any period when (a) trading
on the New York Stock Exchange (the "Exchange") is restricted by
applicable rules and regulations of the Commission, (b) the
Exchange is closed for other than customary weekend and holiday
closings, (c) the Commission has by order permitted such
suspension for the protection of security holders of the Group,
or (d) the Commission has determined that an emergency exists as
a result of which (i) disposal by the Group of securities owned
by it is not reasonably practical, or (ii) it is not reasonably
practical for the Group to determine the fair value of its net
assets.

The Group may redeem Shares of each of the Funds
involuntarily if redemption appears appropriate in light of the
Group's responsibilities under the 1940 Act. See "NET ASSET
VALUE" in this Statement of Additional Information.

MANAGEMENT OF THE GROUP

Trustees and Officers
---------------------

Overall responsibility for management of the Group rests
with its Board of Trustees, which is elected by the Shareholders
of the Group. The Trustees elect the officers of the Group to
supervise actively its day-to-day operations.

The names of the Trustees and officers of the Group, their
addresses, ages and principal occupations during the past five
years are as follows:

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<PAGE> 69

Position(s)
Held With Principal Occupation
Name, Address and Age the Group During Past 5 Years
- --------------------- ----------- -------------------

Roy E. Rogers* Chairman, President From September 1986 to
3435 Stelzer Road and Trustee present, employee of
Columbus, Ohio 43219 BISYS Fund Services
Age: 33

Walter B. Grimm* Vice President and From June 1992 to
3435 Stelzer Road Trustee present, employee of
Columbus, Ohio 43219 BISYS Fund Services,
Age: 49 from 1987 to June 1992,
President of Leigh
Investments (investment
firm); from May 1989 to
November 1990,
President of Security
Bank.

Maurice G. Stark Trustee Retired. Until
505 King Avenue December 31, 1994,
Columbus, Ohio 43201 Vice President-Finance
Age: 59 and Treasurer, Battelle
Memorial Institute
(scientific research and
development service
corporation).

Michael M. Van Buskirk Trustee From June 1991 to
37 West Broad Street present, Executive
Suite 1001 Vice President of The
Columbus, Ohio 43215-4162 Ohio Bankers'
Age: 48 Association (trade
association); from
September 1987 to June
1991, Vice President -
Communications, TRW
Information Systems
Group (electronic and
space engineering).

- 21 -
<PAGE> 70

Position(s)
Held With Principal Occupation
Name, Address and Age the Group During Past 5 Years
- --------------------- ----------- -------------------

Chalmers P. Wylie Trustee From April 1993 to
754 Stonewood Court present, Of Counsel,
Columbus, Ohio 43235 Kegler Brown Hill &
Age: 74 Ritter; from January
1993 to present,
Adjunct Professor,
Ohio State University;
from January 1967 to
January 1993, member
of the United States
House of Representatives
for the 15th District of
Ohio.

J. David Huber* Vice President From June, 1987 to
3435 Stelzer Road present, employee of
Columbus, Ohio 43219 BISYS Fund Services.
Age: 49

William J. Tomko Treasurer From April 1987 to
3435 Stelzer Road present, employee of
Columbus, Ohio 43219 BISYS Fund Services.
Age: 36

Nancy E. Converse Secretary From July 1990 to
3435 Stelzer Road present, employee of
Columbus, Ohio 43219 BISYS Fund Services.
Age: 46

R. Jeffrey Young Assistant From October 1993 to
3435 Stelzer Road Secretary present, employee of
Columbus, Ohio 43219 BISYS Fund Services;
Age: 30 from April 1989 to
October 1993, employee
of The Heebink Group.

- 22 -
<PAGE> 71
<TABLE>
<CAPTION>

Position(s)
Held With Principal Occupation
Name, Address and Age the Group During Past 5 Years
- --------------------- ----------- -------------------
<S> <C> <C>

Mark S. Redman Assistant From February 1989 to
3435 Stelzer Road Secretary present, employee of
Columbus, Ohio 43219 BISYS Fund Services.
Age: 40

Stephen G. Mintos Assistant From January 1987 to
3435 Stelzer Road Secretary present, employee of
Columbus, Ohio 43219 BISYS Fund Services.
Age: 41

Richard B. Ille Assistant From July 1990 to
3435 Stelzer Road Secretary present, employee of
Columbus, Ohio 43219 BISYS Fund Services.
Age: 30
</TABLE>

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

*Messrs. Rogers and Grimm are each considered to be an "interested
person" of the Group as defined in the 1940 Act.

As of the date of this Statement of Additional Information, the Group's
officers and Trustees, as a group, own less than 1% of the Funds' outstanding
Shares.

The officers of the Group receive no compensation directly from the
Group for performing the duties of their offices. BISYS Fund Services receives
fees from the Funds for acting as Administrator. BISYS Fund Services Ohio,
Inc. receives fees from the Funds for acting as transfer agent and for
providing certain fund accounting services. Messrs. Huber, Mintos, Grimm,
Redman, Rogers, Ille, Tomko and Young and Ms. Converse are employees of BISYS
Fund Services.

Trustees of the Group not affiliated with BISYS Fund Services receive
from the Group an annual retainer of $1,250 and a fee of $250 for each Board of
Trustees meeting attended and are reimbursed for all out-of-pocket expenses
relating to attendance at such meetings. Trustees who are affiliated with
BISYS Fund Services do not receive compensation from the Group.

- 23 -
<PAGE> 72
For the fiscal year ended March 31, 1995, the Trustees received the
following compensation from the Group and from certain other investment
companies (if applicable) that have the same investment adviser as the Funds or
an investment adviser that is an affiliated person of the Group's investment
adviser:

<TABLE>
<CAPTION>
Pension or
Retirement Total Compensation
Aggregate Benefits Accrued Est. Annual From Registrant
Name of Compensation As Part of Fund Benefits Upon and Fund Complex
Trustee from the Group Expenses Retirement Paid to Trustees
- ------- -------------- ---------------- ------------- -----------------
<S> <C> <C> <C> <C>
Roy E. Rogers $0 $0 $0 $0
Walter B. Grimm $0 $0 $0 $0
Maurice G. Stark $3,750 $0 $0 $3,750
Michael Van Buskirk $3,750 $0 $0 $3,750
Chalmers P. Wylie $3,750 $0 $0 $3,750

</TABLE>

Investment Adviser
- ------------------

Investment advisory services are provided by AMCORE Capital Management,
Inc., Rockford, Illinois, pursuant to an Investment Advisory Agreement dated as
of December 1, 1992 (the "Investment Advisory Agreement").

Under the Investment Advisory Agreement, the Adviser has agreed to
provide investment advisory services as described in the Prospectus of the
Funds. For the services provided pursuant to the Investment Advisory Agreement,
each of the Funds pays AMCORE a fee computed daily and paid monthly, at an
annual rate, calculated as a percentage of the average daily net assets of that
Fund, of sixty one-hundredths of one percent (.60%) for both the Fixed Income
Fund and the Tax-Free Fund, of forty one- hundredths of one percent (.40%) for
the U.S. Government Fund, of seventy-five one-hundredths of one percent (.75%)
for the Equity Fund and the Balanced Fund and ninety-five one-hundredths of one
percent (.95%) for the Aggressive Growth Fund. AMCORE may periodically waive
all or a portion of its advisory fee with respect to any Fund to increase the
net income of the Fund available for distribution as dividends.

The total investment advisory fees paid to AMCORE for the last three
fiscal years is as follows:

U.S. Government Fund - for the fiscal year ended March 31, 1993
(covering the period from the commencement of operations on December 21, 1992
through March 31, 1993), AMCORE earned investment advisory fees of $21,111 and
AMCORE waived or assumed advisory fees in the amount of $65,897; for the fiscal
year ended

- 24 -
<PAGE> 73

March 31, 1994 AMCORE earned investment advisory fees of $205,668
and AMCORE waived or assumed advisory fees in the amount of
$205,668; and for the fiscal year ended March 31, 1995 AMCORE
earned investment advisory fees of $457,061 and AMCORE waived or
assumed advisory fees in the amount of $228,530.

Fixed Income Fund - for the fiscal year ended March 31, 1993
(covering the period from commencement of operations on December
21, 1992 through March 31, 1993), AMCORE earned investment
advisory fees of $0 and AMCORE waived or assumed advisory fees in
the amount of $70,175; for the fiscal year ended March 31, 1994
AMCORE earned investment advisory fees of $168,316 and AMCORE
waived or assumed advisory fees in the amount of $290,223; and
for the fiscal year ended March 31, 1995 AMCORE earned investment
advisory fees of $519,120 and AMCORE waived or assumed advisory
fees in the amount of $0.

Tax-Free Fund - for the fiscal year ended March 31, 1993
(covering the period from commencement of operations on February
16, 1993 through March 31, 1993), AMCORE earned investment
advisory fees of $0 and AMCORE waived or assumed advisory fees in
the amount of $8,400; for the fiscal year ended March 31, 1994
AMCORE earned investment advisory fees of $30,914 and AMCORE
waived or assumed advisory fees in the amount of $121,009; and
for the fiscal year ended March 31, 1995 AMCORE earned investment
advisory fees of $187,852 and AMCORE waived or assumed advisory
fees in the amount of $93,908.

Equity Fund - for the fiscal year ended March 31, 1993
(covering the period from commencement of operations on December
21, 1992 through March 31, 1993), AMCORE earned investment
advisory fees of $0 and AMCORE waived or assumed advisory fees in
the amount of $113,642; for the fiscal year ended March 31, 1994
AMCORE earned investment advisory fees of $289,264 and AMCORE
waived or assumed advisory fees in the amount of $495,945; and
for the fiscal year ended March 31, 1995 AMCORE earned investment
advisory fees of $1,023,816 and AMCORE waived or assumed advisory
fees in the amount of $501.

Unless sooner terminated, the Investment Advisory Agreement
will continue in effect as to each Fund until January 31, 1996
and from year to year thereafter, if such continuance is approved
at least annually by the Group's Board of Trustees or by vote of
a majority of the outstanding Shares of the relevant Fund (as
defined under "GENERAL INFORMATION - Miscellaneous" in the Funds'
Prospectus), and a majority of the Trustees who are not parties
to the Investment Advisory Agreement or interested persons (as
defined in the 1940 Act) of any party to the Investment Advisory
Agreement by votes cast in person at a meeting called for such
purpose. The Investment Advisory Agreement is terminable as to a

- 25 -
<PAGE> 74

Fund at any time on 60 days' written notice without penalty by
the Trustees, by vote of a majority of the outstanding Shares of
that Fund, or by AMCORE. The Investment Advisory Agreement also
terminates automatically in the event of any assignment, as
defined in the 1940 Act.

The Investment Advisory Agreement provides that AMCORE shall
not be liable for any error of judgment or mistake of law or for
any loss suffered by a Fund in connection with the performance of
the Investment Advisory Agreement, except a loss resulting from a
breach of fiduciary duty with respect to the receipt of compensa-
tion for services or a loss resulting from willful misfeasance,
bad faith, or gross negligence on the part of AMCORE in the
performance of its duties, or from reckless disregard by AMCORE
of its duties and obligations thereunder.

Portfolio Transactions
----------------------

Pursuant to the Investment Advisory Agreement, AMCORE
determines, subject to the general supervision of the Board of
Trustees of the Group and in accordance with each Fund's
investment objective and restrictions, which securities are to be
purchased and sold by a Fund, and which brokers are to be
eligible to execute such Fund's portfolio transactions.
Purchases and sales of portfolio securities with respect to the
Funds usually are principal transactions in which portfolio
securities are normally purchased directly from the issuer or
from an underwriter or market maker for the securities.
Purchases from underwriters of portfolio securities generally
include a commission or concession paid by the issuer to the
underwriter, and purchases from dealers serving as market makers
may include the spread between the bid and asked price. Transac-
tions on stock exchanges involve the payment of negotiated
brokerage commissions. Transactions in the over-the-counter
market are generally principal transactions with dealers. With
respect to the over-the-counter market, AMCORE, where possible,
will deal directly with dealers who make a market in the securi-
ties involved except in those circumstances where better price
and execution are available elsewhere.

The Group, on behalf of the Funds, will not execute
portfolio transactions through, acquire portfolio securities
issued by, make savings deposits in, or enter into repurchase or
reverse repurchase agreements with AMCORE, AMCORE Bank, the
Distributor, or their affiliates, and will not give preference to
AMCORE's correspondents with respect to such transactions,
securities, savings deposits, repurchase agreements, and reverse
repurchase agreements.

- 26 -
<PAGE> 75

Investment decisions for each Fund are made independently
from those for the other Funds or any other investment company or
account managed by AMCORE. Any such other Fund, investment
company or account may also invest in the same securities as the
Group on behalf of the Funds. When a purchase or sale of the
same security is made at substantially the same time on behalf of
more than one Fund or a Fund and another investment company or
account, the transaction will be averaged as to price, and avail-
able investments will be allocated as to amount in a manner which
AMCORE believes to be equitable to the Fund(s) and such other
investment company or account. In some instances, this
investment procedure may adversely affect the price paid or
received by a Fund or the size of the position obtained by a
Fund. To the extent permitted by law, AMCORE may aggregate the
securities to be sold or purchased for a Fund with those to be
sold or purchased for the other Funds or for other investment
companies or accounts in order to obtain best execution. As
provided by the Investment Advisory Agreement, in making invest-
ment recommendations for the Funds, AMCORE will not inquire or
take into consideration whether an issuer of securities proposed
for purchase or sale by the Funds is a customer of AMCORE its
parent or its subsidiaries or affiliates and, in dealing with its
customers, AMCORE, its parent, subsidiaries, and affiliates will
not inquire or take into consideration whether securities of such
customers are held by the Funds.

For the fiscal years ended March 31, 1993, 1994 and 1995,
only the Equity Fund paid any brokerage commissions, which
commissions amounted to $44,302, $126,766 and $132,486,
respectively. None of such commissions were paid to any
affiliate of the Funds, AMCORE or AMCORE Bank.

Banking Laws
------------

AMCORE and AMCORE Bank believe that it possesses the legal
authority to perform the services for the Funds contemplated by
the Prospectus, this Statement of Additional Information, the
Investment Advisory Agreement, and Rule 12b-1 Agreement described
below without violation of applicable statutes and regulations.
AMCORE and AMCORE Bank have been advised by its counsel that,
while the question is not free from doubt, such laws should not
prevent AMCORE and AMCORE Bank from providing the services
required of it under the Investment Advisory Agreement and Rule
12b-1 Agreement. Future changes in either federal or state
statutes and regulations relating to the permissible activities
of banks or bank holding companies and the subsidiaries or
affiliates of those entities, as well as further judicial or
administrative decisions or interpretations of present and future
statutes and regulations, could prevent or restrict AMCORE or
AMCORE Bank from continuing to perform such services for the

- 27 -
<PAGE> 76

Funds. Depending upon the nature of any changes in the services
which could be provided by AMCORE or AMCORE Bank the Board of
Trustees of the Group would review the Funds' relationship with
AMCORE or AMCORE Bank and consider taking all action necessary in
the circumstances.

Should future legislative, judicial, or administrative
action prohibit or restrict the proposed activities of AMCORE and
AMCORE Bank and/or its affiliated and correspondent banks in
connection with Customer purchases of Shares of the Funds, those
banks might be required to alter materially or discontinue the
services offered by them to Customers. It is not anticipated,
however, that any change in the Group's method of operations
would affect its net asset value per share or result in financial
losses to any Customer.

Administrator
-------------

BISYS Fund Services serves as administrator (the
"Administrator") to the Funds pursuant to a Management and
Administration Agreement dated November 10, 1992 (the
"Administration Agreement"). The Administrator assists in
supervising all operations of each Fund (other than those per-
formed by the Adviser under the Investment Advisory Agreement,
the Custodian under the Custodian Agreement and by BISYS Fund
Services Ohio under the Transfer Agency Agreement and Fund
Accounting Agreement). The Administrator is a broker-dealer
registered with the Commission, and is a member of the National
Association of Securities Dealers, Inc. The Administrator
provides financial services to institutional clients.

Under the Administration Agreement, the Administrator has
agreed to maintain office facilities; furnish statistical and
research data, clerical, certain bookkeeping services and
stationery and office supplies; prepare the periodic reports to
the Commission on Form N-SAR or any replacement forms therefor;
compile data for, prepare for execution by the Funds and file all
of the Funds' federal and state tax returns and required tax
filings other than those required to be made by the Funds'
Custodian and Transfer Agent; prepare compliance filings pursuant
to state securities laws with the advice of the Group's counsel;
assist to the extent requested by the Funds with the Fund's
preparation of its Annual and Semi-Annual Reports to Shareholders
and its Registration Statement; compile data for, prepare and
file timely Notices to the Commission required pursuant to Rule
24f-2 under the 1940 Act; keep and maintain the financial
accounts and records of each Fund, including calculation of daily
expense accruals; and generally assists in all aspects of the
Funds' operations other than those performed by AMCORE under the
Investment Advisory Agreement, by the Custodian under the

- 28 -
<PAGE> 77

Custodian Agreement and by BISYS Fund Services Ohio, Inc. under
the Transfer Agency Agreement and Fund Accounting Agreement.
Under the Administration Agreement, the Administrator may
delegate all or any part of its responsibilities thereunder.

The Administrator receives a fee from each Fund for its
services as Administrator and expenses assumed pursuant to the
Administration Agreement, equal to the lesser of (1) a fee
calculated daily and paid periodically, at the annual rate equal
to twenty one-hundredths of one percent (.20%) of that Fund's
average daily net assets or (2) such other fee as may be agreed
upon in writing by the Group and the Administrator. The
Administrator may periodically waive all or a portion of its fee
with respect to any Fund in order to increase the net income of
one or more of the Funds available for distribution as dividends.

The total administrative fees paid to the Administrator for
the last three fiscal years is as follows:

U.S. Government Fund - for the fiscal year ended March 31,
1993 (covering the period from the commencement of operations on
December 21, 1992 through March 31, 1993), the Administrator
earned administrative fees of $42,900 and the Administrator
waived or assumed administrative fees in the amount of $604; for
the fiscal year ended March 31, 1994 the Administrator earned
administrative fees of $189,109 and the Administrator waived or
assumed administrative fees in the amount of $16,559; and for the
fiscal year ended March 31, 1995 the Administrator earned
administrative fees of $228,531 and the Administrator waived or
assumed administrative fees in the amount of $34,280.

Fixed Income Fund - for the fiscal year ended March 31, 1993
(covering the period from the commencement of operations on
December 21, 1992 through March 31, 1993), the Administrator
earned administrative fees of $0 and the Administrator waived or
assumed administrative fees in the amount of $23,392; for the
fiscal year ended March 31, 1994 the Administrator earned
administrative fees of $79,075 and the Administrator waived or
assumed administrative fees in the amount of $73,771; and for the
fiscal year ended March 31, 1995 the Administrator earned
administrative fees of $172,996 and the Administrator waived or
assumed administrative fees in the amount of $23,832.

Tax-Free Fund - for the fiscal year ended March 31, 1993
(covering the period from the commencement of operations on
February 16, 1993 through March 31, 1993), the Administrator
earned administrative fees of $0 and the Administrator waived or
assumed administrative fees in the amount of $2,800; for the
fiscal year ended March 31, 1994 the Administrator earned
administrative fees of $28,025 and the Administrator waived or

- 29 -
<PAGE> 78

assumed administrative fees in the amount of $22,616; and for the
fiscal year ended March 31, 1995 the Administrator earned
administrative fees of $62,617 and the Administrator waived or
assumed administrative fees in the amount of $8,606.

Equity Fund - for the fiscal year ended March 31, 1993
(covering the period from the commencement of operations on
December 21, 1992 through March 31, 1993), the Administrator
earned administrative fees of $0 and the Administrator waived or
assumed administrative fees in the amount of $30,305; for the
fiscal year ended March 31, 1994 the Administrator earned
administrative fees of $107,409 and the Administrator waived or
assumed administrative fees in the amount of $101,980; and for
the fiscal year ended March 31, 1995 the Administrator earned
administrative fees of $273,018 and the Administrator waived or
assumed administrative fees in the amount of $37,341.

Unless sooner terminated as provided therein, the
Administration Agreement will continue in effect until January
31, 1998. The Administration Agreement thereafter shall be
renewed automatically for successive five-year terms, unless
written notice not to renew is given by the non-renewing party to
the other party at least 60 days prior to the expiration of the
then-current term. The Administration Agreement is terminable
with respect to a particular Fund only upon mutual agreement of
the parties to the Administration Agreement and for cause (as
defined in the Administration Agreement) by the party alleging
cause, on not less than 60 days' notice by the Group's Board of
Trustees or by the Administrator.

The Administration Agreement provides that the Administrator
shall not be liable for any error of judgment or mistake of law
or any loss suffered by any of the Funds in connection with the
matters to which the Administration Agreement relates, except a
loss resulting from willful misfeasance, bad faith, or gross
negligence in the performance of its duties, or from the reckless
disregard by the Administrator of its obligations and duties
thereunder.

Expenses
--------

If total expenses borne by any of the Funds in any fiscal
year exceed expense limitations imposed by applicable state
securities regulations, AMCORE and the Administrator will
reimburse that Fund by the amount of such excess in proportion to
their respective fees. As of the date of this Statement of
Additional Information, the only expense limitation applicable to
each of the Funds limits its aggregate annual expenses, including
management and advisory fees but excluding interest, taxes,
distribution fees, brokerage commissions, and certain other

- 30 -
<PAGE> 79

expenses, to 2 1/2% of the first $30 million of that Fund's
average net assets, 2% of the next $70 million of that Fund's
average net assets, and 1/2% of that Fund's remaining average net
assets. Any expense exceeding applicable limitations will be
estimated daily and reconciled and waived or returned on a
monthly basis. Fees imposed upon customer accounts by AMCORE or
its affiliated or correspondent banks for cash management
services are not included within Fund expenses for purposes of
any such expense limitation.

Distributor
-----------

BISYS Fund Services serves as distributor to the Funds
pursuant to the Distribution Agreement dated April 3, 1992, (the
"Distribution Agreement"). Unless otherwise terminated, the
Distribution Agreement will continue in effect until January 31,
1996, and from year to year thereafter if such continuance is
approved at least annually (i) by the Group's Board of Trustees
or by the vote of a majority of the outstanding Shares of the
Funds and (ii) by the vote of a majority of the Trustees of the
Group who are not parties to the Distribution Agreement or
interested persons (as defined in the 1940 Act) of any party to
the Distribution Agreement, cast in person at a meeting called
for the purpose of voting on such approval. The Distribution
Agreement may be terminated in the event of any assignment, as
defined in the 1940 Act.

In its capacity as Distributor, BISYS Fund Services solicits
orders for the sale of Shares, advertises and pays the costs of
advertising, office space and the personnel involved in such
activities. The Distributor receives no compensation under the
Distribution Agreement with the Group, but may receive
compensation under the Distribution and Shareholder Service Plan
described below.

The Distributor received $4,459 in commissions on the Equity
Fund for the period from December 15, 1992 (commencement of
operations) to March 31, 1993, of which it retained $423 after
dealer allowances. The Distributor received no commissions on
sales of the Fixed Income or Tax-Free Fund for the period from
commencement of operations to March 31, 1993. The Distributor
received $23,750 in commissions on the Equity Fund for the fiscal
year ended March 31, 1994, of which it retained $4,541 after
dealer reallowances. The Distributor received no commissions on
sales of the Fixed Income or Tax-Free Fund for the fiscal year
ended March 31, 1994. The Distributor received $30,080 in
commissions on the Equity Fund for the fiscal year ended
March 31, 1995, of which it retained $5,751 after dealer
reallowances. The distributor received no commissions on sales

- 31 -
<PAGE> 80

of the Fixed Income or Tax-Free Fund for the fiscal year ended
March 31, 1995.

As described in the Prospectus, the Group has adopted a
Distribution and Shareholder Service Plan (the "Plan") pursuant
to Rule 12b-1 under the 1940 Act under which the Funds are
authorized to pay the Distributor for payments it makes to banks,
including AMCORE Bank, other institutions and broker-dealers, and
for expenses the Distributor and any of its affiliates or
subsidiaries incur (with all of the foregoing organizations being
referred to as "Participating Organizations") for providing
administration, distribution or shareholder service assistance.
Payments to such Participating Organizations may be made pursuant
to agreements entered into with the Distributor. The Plan
authorizes the Funds to make payments to the Distributor in an
amount not to exceed, on an annual basis, 0.25% of the average
daily net assets of a Fund. As required by Rule 12b-1, the Plan
was approved by the sole Shareholder of each Fund and by the
Board of Trustees, including a majority of the Trustees who are
not interested persons of the Funds and who have no direct or
indirect financial interest in the operation of the Plan (the
"Independent Trustees"). The Plan may be terminated with respect
to a Fund by vote of a majority of the Independent Trustees, or
by vote of a majority of the outstanding Shares of the Fund. The
Trustees review quarterly a written report of such costs and the
purposes for which such costs have been incurred. The Plan may
be amended by vote of the Trustees including a majority of the
Independent Trustees, cast in person at a meeting called for that
purpose. However, any change in the Plan that would materially
increase the distribution cost to a Fund requires Shareholder
approval. For so long as the Plan is in effect, selection and
nomination of the Independent Trustees shall be committed to the
discretion of such disinterested persons. All agreements with
any person relating to the implementation of the Plan may be
terminated, with respect to a Fund, at any time on 60 days'
written notice without payment of any penalty, by vote of a
majority of the Independent Trustees or by vote of a majority of
the outstanding Shares of the Fund. The Plan will continue in
effect for successive one-year periods, provided that each such
continuance is specifically approved (i) by the vote of a
majority of the Independent Trustees, and (ii) by the vote of a
majority of the entire Board of Trustees cast in person at a
meeting called for that purpose. The Board of Trustees has a
duty to request and evaluate such information as may be
reasonably necessary for it to make an informed determination of
whether the Plan should be implemented or continued. In addition
the Trustees in approving the Plan must determine that there is a
reasonable likelihood that the Plan will benefit each Fund and
its Shareholders.

- 32 -
<PAGE> 81

The Board of Trustees of the Group believes that the Plan is
in the best interests of each of the Funds since it encourages
Fund growth. As a Fund grows in size, certain expenses, and
therefore total expenses per Share, may be reduced and overall
performance per Share may be improved.

As authorized by the Plan, the Distributor has entered into
a Rule 12b-1 Agreement with AMCORE Bank pursuant to which AMCORE
Bank has agreed to provide certain administrative and shareholder
support services in connection with Shares of the Funds purchased
and held by AMCORE Bank for the accounts of its Customers and
Shares of the Fund purchased and held by Customers of AMCORE Bank
directly, including, but not limited to, processing automatic
investments of AMCORE Bank's Customer account cash balances in
Shares of a Fund and establishing and maintaining the systems,
accounts and records necessary to accomplish this service,
establishing and maintaining Customer accounts and records,
processing purchase and redemption transactions for Customers,
answering routine Customer questions concerning the Funds and
providing such office space, equipment, telephone and personnel
as is necessary and appropriate to accomplish such matters. In
consideration of such services the Distributor has agreed to pay
AMCORE Bank a monthly fee, computed at the annual rate of .25% of
the average aggregate net asset value of Shares of the Funds held
during the period in Customer accounts for which AMCORE Bank has
provided services under this Agreement. The Distributor will be
compensated by each Fund in an amount equal to its payments to
AMCORE Bank with respect to each Fund's Shares under the Rule
12b-1 Agreement.

For the fiscal year ended March 31, 1995, as the result of a
voluntary fee waiver by the Distributor, no distribution fees
were paid by the Funds.

Administrative Services Plan
----------------------------

The Group has adopted an Administrative Services Plan (the
"Services Plan") pursuant to which each Fund is authorized to pay
compensation to banks and other financial institutions (each a
"Service Organization"), which may include the Adviser, its
correspondent and affiliated banks, and the Distributor, which
agree to provide certain ministerial, recordkeeping and/or
administrative support services for their customers or account
holders (collectively, "customers") who are the beneficial or
record owner of Shares of that Fund. In consideration for such
services, a Service Organization receives a fee from a Fund,
computed daily and paid monthly, at an annual rate of up to .25%
of the average daily net asset value of Shares of that Fund owned
beneficially or of record by such Service Organization's

- 33 -
<PAGE> 82

customers for whom the Service Organization provides such
services.

The servicing agreements adopted under the Services Plan
(the "Servicing Agreements") require the Service Organizations
receiving such compensation to perform certain ministerial,
recordkeeping and/or administrative support services with respect
to the beneficial or record owners of Shares of the Funds, such
as processing dividend and distribution payments from the Fund on
behalf of customers, providing periodic statements to customers
showing their positions in the Shares of the Fund, providing sub-
accounting with respect to Shares beneficially owned by such
customers and providing customers with a service that invests the
assets of their accounts in Shares of the Fund pursuant to
specific or pre-authorized instructions.

As authorized by the Services Plan, the Group has entered
into Servicing Agreements with the Adviser pursuant to which the
Adviser has agreed to provide certain administrative support
services in connection with Shares of the Funds owned of record
or beneficially by its customers. Such administrative support
services may include, but are not limited to, (i) processing
dividend and distribution payments from a Fund on behalf of
customers, (ii) providing periodic statements to its customers
showing their positions in the Shares; (iii) arranging for bank
wires; (iv) responding to routine customer inquiries relating to
services performed by the Adviser; (v) providing sub-accounting
with respect to the Shares beneficially owned by the Adviser's
customers or the information necessary for sub-accounting; (vi)
if required by law, forwarding shareholder communications from a
Fund (such as proxies, shareholder reports, annual and semi-
annual financial statements and dividend, distribution and tax
notices) to its customers; (vii) aggregating and processing
purchase, exchange, and redemption requests from customers and
placing net purchase, exchange, and redemption orders for
customers; and (viii) providing customers with a service that
invests the assets of their account in the Shares pursuant to
specific or pre-authorized instructions. In consideration of
such services, the Group, on behalf of each Fund, has agreed to
pay the Adviser a monthly fee, computed at an annual rate of
twenty-five one-hundredths of one percent (.25%) of the average
aggregate net asset value of Shares of that Fund held during the
period by customers for whom the Adviser has provided services
under the Servicing Agreement.

Custodian
---------

The First National Bank of Chicago serves as custodian (the
"Custodian") to the Funds pursuant to the Custodian Agreement
dated as of July 15, 1994, between the Group and the Custodian

- 34 -
<PAGE> 83

(the "Custodian Agreement"). The Custodian's responsibilities
include safeguarding and controlling each Fund's cash and
securities, handling the receipt and delivery of securities, and
collecting interest on each Fund's investments. In consideration
of such services, each of the Funds pays the Custodian an annual
fee plus fixed fees charged for certain portfolio transactions
and out-of-pocket expenses.

Unless sooner terminated, the Custodian Agreement will
continue in effect until terminated by either party upon 60 days'
advance written notice to the other party. Notwithstanding the
foregoing, the Custodian Agreement, with respect to a Fund, must
be approved at least annually by the Group's Board of Trustees or
by vote of a majority of the outstanding Shares of that Fund (as
defined under "GENERAL INFORMATION - Miscellaneous" in the
Prospectus), and a majority of the Trustees who are not parties
to the Custodian Agreement or interested persons (as defined in
the 1940 Act) of any party to the Custodian Agreement
("Disinterested Persons") by votes cast in person at a meeting
called for such purpose.

Transfer Agency and Fund Accounting Services
--------------------------------------------

BISYS Fund Services Ohio, Inc. serves as transfer agent and
dividend disbursing agent ("BISYS Fund Services Ohio" or the
"Transfer Agent") for the Funds, pursuant to the Transfer Agency
Agreement dated November 10, 1992. Pursuant to such Agreement,
the Transfer Agent, among other things, performs the following
services in connection with each of the Funds' Shareholders of
record: maintenance of shareholder records for each of the
Fund's Shareholders of record; processing shareholder purchase
and redemption orders; processing transfers and exchanges of
Shares of the Funds on the shareholder files and records;
processing dividend payments and reinvestments; and assistance in
the mailing of shareholder reports and proxy solicitation
materials. For such services the Transfer Agent receives a fee
based on the number of shareholders of record.

In addition, BISYS Fund Services Ohio provides certain fund
accounting services to the Funds pursuant to a Fund Accounting
Agreement dated November 10, 1992. BISYS Fund Services Ohio
receives a fee from each Fund for such services equal to a fee
computed daily and paid periodically at an annual rate of three
one-hundredths of one percent (.03%) of that Fund's average daily
net assets. Under such Agreement, BISYS Fund Services Ohio
maintains the accounting books and records for each Fund,
including journals containing an itemized daily record of all
purchases and sales of portfolio securities, all receipts and
disbursements of cash and all other debits and credits, general
and auxiliary ledgers reflecting all asset, liability, reserve,

- 35 -
<PAGE> 84

capital, income and expense accounts, including interest accrued
and interest received, and other required separate ledger
accounts; maintains a monthly trial balance of all ledger
accounts; performs certain accounting services for the Fund,
including calculation of the net asset value per Share,
calculation of the dividend and capital gain distributions, if
any, and of yield, reconciliation of cash movements with the
Custodian, affirmation to the Custodian of all portfolio trades
and cash settlements, verification and reconciliation with the
Custodian of all daily trade activity; provides certain reports;
obtains dealer quotations, prices from a pricing service or
matrix prices on all portfolio securities in order to mark the
portfolio to the market; and prepares an interim balance sheet,
statement of income and expense, and statement of changes in net
assets for each Fund.

Independent Auditors
--------------------

Ernst & Young LLP, 10 West Broad Street, Suite 2300,
Columbus, Ohio 43215, has been selected as independent auditors
for the Funds for the fiscal year ended March 31, 1996. Ernst &
Young LLP will perform an annual audit of the Funds' financial
statements and provide other services related to filings with
respect to securities regulations. Reports of their activities
will be provided to the Group's Board of Trustees.

Legal Counsel
-------------

Dechert Price & Rhoads, 1500 K Street, N.W., Washington,
D.C. 20005, is counsel to the Group.

ADDITIONAL INFORMATION

Description of Shares
---------------------

The Group is a Massachusetts business trust, organized on
January 8, 1992. The Group's Declaration of Trust is on file
with the Secretary of State of Massachusetts. The Declaration of
Trust authorizes the Board of Trustees to issue an unlimited
number of shares, which are shares of beneficial interest, with a
par value of $0.01 per share. The Group consists of several
funds organized as separate series of shares. The Group's
Declaration of Trust authorizes the Board of Trustees to divide
or redivide any unissued shares of the Group into one or more
additional series by setting or changing in any one or more
respects their respective preferences, conversion or other
rights, voting power, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption.

- 36 -
<PAGE> 85

Shares have no subscription or preemptive rights and only
such conversion or exchange rights as the Board of Trustees may
grant in its discretion. When issued for payment as described in
the Prospectuses and this Statement of Additional Information,
the shares will be fully paid and non-assessable. In the event
of a liquidation or dissolution of the Group, shareholders of a
fund are entitled to receive the assets available for
distribution belonging to that fund, and a proportionate
distribution, based upon the relative asset values of the
respective funds, of any general assets not belonging to any
particular fund which are available for distribution.

Rule 18f-2 under the 1940 Act provides that any matter
required to be submitted to the holders of the outstanding voting
securities of an investment company such as the Group shall not
be deemed to have been effectively acted upon unless approved by
the holders of a majority of the outstanding Shares of each Fund
affected by the matter. For purposes of determining whether the
approval of a majority of the outstanding Shares of a Fund will
be required in connection with a matter, a Fund will be deemed to
be affected by a matter unless it is clear that the interests of
each Fund in the matter are identical, or that the matter does
not affect any interest of the Fund. Under Rule 18f-2, the
approval of an investment advisory agreement or any change in
investment policy would be effectively acted upon with respect to
a Fund only if approved by a majority of the outstanding Shares
of such Fund. However, Rule 18f-2 also provides that the
ratification of independent public accountants, the approval of
principal underwriting contracts, and the election of Trustees
may be effectively acted upon by Shareholders of the Group voting
without regard to series.

Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of
the Group. However, the Declaration of Trust disclaims liability
of the Shareholders, Trustees or officers of the Group for acts
or obligations of the Group, which are binding only on the assets
and property of the Group, and requires that notice of the
disclaimer be given in each contract or obligation entered into
or executed by the Group or the Trustees. The Declaration of
Trust provides for indemnification out of Group property for all
loss and expense of any shareholder held personally liable for
the obligations of the Group. The risk of a shareholder
incurring financial loss on account of shareholder liability is
limited to circumstances in which the Group itself would be
unable to meet its obligations, and thus should be considered
remote.

- 37 -
<PAGE> 86

Vote of a Majority of the Outstanding Shares
--------------------------------------------

As used in the Prospectus and this Statement of Additional
Information, a "vote of a majority of the outstanding Shares" of
a Fund means the affirmative vote, at a meeting of Shareholders
duly called, of the lesser of (a) 67% or more of the votes of
Shareholders of that Fund present at a meeting at which the
holders of more than 50% of the votes attributable to
Shareholders of record of that Fund are represented in person or
by proxy, or (b) the holders of more than 50% of the outstanding
votes of Shareholders of that Fund.

Additional Tax Information
--------------------------

TAXATION OF THE FUNDS. Each Fund intends to qualify
annually and to elect to be treated as a regulated investment
company under the Internal Revenue Code of 1986, as amended (the
"Code").

To qualify as a regulated investment company, each Fund
must, among other things, (a) derive in each taxable year at
least 90% of its gross income from dividends, interest, payments
with respect to securities loans and gains from the sale or other
disposition of stock, securities or foreign currencies or other
income derived with respect to its business of investing in such
stock, securities or currencies; (b) derive less than 30% of its
gross income from the sale or other disposition of certain assets
(namely, in the case of a Fund, (i) stock or securities, (ii)
options, futures, and forward contracts (other than those on
foreign currencies), and (iii) foreign currencies (including
options, futures, and forward contracts on such currencies) not
directly related to the Fund's principal business of investing in
stock or securities (or options and futures with respect to
stocks or securities)) held less than 3 months (the "30%
Limitation"); (c) diversify its holdings so that, at the end of
each quarter of the taxable year, (i) at least 50% of the market
value of the Fund's assets is represented by cash and cash items
(including receivables), U.S. Government securities, the
securities of other regulated investment companies and other
securities, with such other securities of any one issuer limited
for the purposes of this calculation to an amount not greater
than 5% of the value of the Fund's total assets and not greater
than 10% of the outstanding voting securities of such issuer, and
(ii) not more than 25% of the value of its total assets is
invested in the securities (other than U.S. Government securities
or the securities of other regulated investment companies) of any
one issuer, or of two or more issuers which a Fund controls and
which are determined to be engaged in the same or similar trades
or businesses or related trades or businesses; and (d) distribute
at least 90% of its investment company taxable income (which

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<PAGE> 87

includes, among other items, dividends, interest and net short-
term capital gains in excess of net long-term capital losses) and
its net tax-exempt interest income each taxable year.

As a regulated investment company, each Fund generally will
not be subject to U.S. federal income tax on its investment
company taxable income and net capital gains (the excess of net
long-term capital gains over net short-term capital losses), if
any, that it distributes to Shareholders. Each Fund intends to
distribute to its Shareholders, at least annually, substantially
all of its investment company taxable income and net capital
gains. Amounts, other than tax-exempt interest, not distributed
on a timely basis in accordance with a calendar year distribution
requirement are subject to a nondeductible 4% excise tax. To
prevent imposition of the excise tax, each Fund must distribute
during each calendar year an amount equal to the sum of (1) at
least 98% of its ordinary income (not taking into account any
capital gains or losses) for the calendar year, (2) at least 98%
of its capital gains in excess of its capital losses (adjusted
for certain ordinary losses, as prescribed by the Code) for the
one-year period ending on October 31 of the calendar year, and
(3) any ordinary income and capital gains for previous years that
were not distributed during those years. A distribution,
including an "exempt-interest dividend," will be treated as paid
on December 31 of the current calendar year if it is declared by
a Fund in October, November or December to shareholders of record
on a date in such a month and paid by the Fund during January of
the following calendar year. Such distributions will be treated
as received by Shareholders in the calendar year in which the
distributions are declared, rather than the calendar year in
which the distributions are received. To prevent application of
the excise tax, each Fund intends to make its distributions in
accordance with the calendar year distribution requirement.

DISTRIBUTIONS. Dividends paid out of a Fund's investment
company taxable income generally will be taxable to a U.S.
Shareholder as ordinary income. Because no portion of the income
derived by the U.S. Government Fund, the Fixed Income Fund and
the Tax-Free Fund is expected to consist of dividends paid by
U.S. corporations, no portion of the dividends paid by those
Funds is expected to be eligible for the corporate dividends-
received deduction. A portion of the income of the Equity Fund,
Balanced Fund and Aggressive Growth Fund may, however, consist of
dividends paid by U.S. corporations and, accordingly, a portion
of the dividends paid by that Fund may be eligible for the
corporate dividends-received deduction. Distributions of net
capital gains, if any, designated as capital gain dividends are
taxable as long-term capital gains, regardless of how long the
Shareholder has held the Fund's Shares, and are not eligible for
the dividends-received deduction. The U.S. Government Fund is

- 39 -
<PAGE> 88

not expected to realize any long-term capital gains or losses.
Shareholders receiving distributions in the form of additional
Shares, rather than cash, generally will have a cost basis in
each such Share equal to the net asset value of a Share of the
Fund on the reinvestment date. Shareholders will be notified
annually as to the U.S. federal tax status of distributions, and
Shareholders receiving distributions in the form of additional
Shares will receive a report as to the net asset value of those
Shares.

Distributions by a Fund reduce the net asset value of Fund
shares. Should a taxable distribution reduce the net asset value
below a Shareholder's cost basis, the distribution nevertheless
would be taxable to the Shareholder as ordinary income or capital
gain as described above, even though, from an investment
standpoint, it may constitute a partial return of capital. In
particular, investors should be careful to consider the tax
implications of buying shares just prior to a distribution by a
Fund. The price of shares purchased at that time includes the
amount of the forthcoming distribution, but the distribution will
generally be taxable to them.

DISCOUNT SECURITIES. Investments by a Fund in securities
that are issued at a discount will result in income to the Fund
equal to a portion of the excess of the face value of the
securities over their issue price (the "original issue discount")
each year that the securities are held, even though the Fund
receives no cash interest payments. This income is included in
determining the amount of income which the Fund must distribute
to maintain its status as a regulated investment company and to
avoid the payment of federal income tax and the 4% excise tax.

Some of the debt securities may be purchased by a Fund at a
discount which exceeds the original issue discount on such debt
securities, if any. This additional discount represents market
discount for federal income tax purposes. Generally, the gain
realized on the disposition of any debt security acquired after
April 30, 1993 or any taxable debt security acquired prior to May
1, 1993 having market discount will be treated as ordinary income
to the extent it does not exceed the accrued market discount on
such debt security.

OPTIONS AND HEDGING TRANSACTIONS. The taxation of equity
options and over-the-counter options on debt securities is
governed by Code section 1234. Pursuant to Code section 1234,
the premium received by a Fund for selling a put or call option
is not included in income at the time of receipt. If the option
expires, the premium is short-term capital gain to the Fund. If
the Fund enters into a closing transaction, the difference
between the amount paid to close out its position and the premium

- 40 -
<PAGE> 89

received is short-term capital gain or loss. If a call option
written by a Fund is exercised, thereby requiring the Fund to
sell the underlying security, the premium will increase the
amount realized upon the sale of such security and any resulting
gain or loss will be a capital gain or loss, and will be long-
term or short-term depending upon the holding period of the
security. With respect to a put or call option that is purchased
by a Fund, if the option is sold, any resulting gain or loss will
be a capital gain or loss, and will be long-term or short-term,
depending upon the holding period of the option. If the option
expires, the resulting loss is a capital loss and is long-term or
short-term, depending upon the holding period of the option. If
the option is exercised, the cost of the option, in the case of a
call option, is added to the basis of the purchased security and,
in the case of a put option, reduces the amount realized on the
underlying security in determining gain or loss.

Certain options in which a Fund may invest are "section 1256
contracts." Gains or losses on section 1256 contracts generally
are considered 60% long-term and 40% short-term capital gains or
losses ("60/40"). Also, section 1256 contracts held by a Fund at
the end of each taxable year (and, generally, for purposes of the
4% excise tax, on October 31 of each year) are "marked-to-market"
(that is, treated as sold at fair market value), resulting in
unrealized gains or losses being treated as though they were
realized.

Generally, the hedging transactions undertaken by a Fund may
result in "straddles" for U.S. federal income tax purposes. The
straddle rules may affect the character of gains (or losses)
realized by a Fund. In addition, losses realized by a Fund on
positions that are part of a straddle may be deferred under the
straddle rules, rather than being taken into account in
calculating the taxable income for the taxable year in which the
losses are realized. Because only a few regulations implementing
the straddle rules have been promulgated, the tax consequences to
the Funds of engaging in hedging transactions are not entirely
clear. Hedging transactions may increase the amount of short-
term capital gain realized by the Funds which is taxed as
ordinary income when distributed to Shareholders.

Each Fund may make one or more of the elections available
under the Code which are applicable to straddles. If a Fund
makes any of the elections, the amount, character and timing of
the recognition of gains or losses from the affected straddle
positions will be determined under rules that vary according to
the election(s) made. The rules applicable under certain of the
elections may operate to accelerate the recognition of gains or
losses from the affected straddle positions.

- 41 -
<PAGE> 90

Because the straddle rules may affect the character of gains
or losses, defer losses and/or accelerate the recognition of
gains or losses from the affected straddle positions, the amount
which may be distributed to Shareholders, and which will be taxed
to them as ordinary income or long-term capital gain, may be
increased or decreased as compared to a fund that did not engage
in such hedging transactions.

The 30% Limitation and the diversification requirements
applicable to each Fund's assets may limit the extent to which
each Fund will be able to engage in transactions in options.

The Equity Fund may invest in shares of foreign corporations
(through ADRs) which may be classified under the Code as passive
foreign investment companies ("PFICs"). In general, a foreign
corporation is classified as a PFIC if at least one-half of its
assets constitute investment-type assets, or 75% or more of its
gross income is investment-type income. If the Fund receives a
so-called "excess distribution" with respect to PFIC stock, the
Fund itself may be subject to a tax on a portion of the excess
distribution, whether or not the corresponding income is
distributed by the Fund to Shareholders. In general, under the
PFIC rules, an excess distribution is treated as having been
realized ratably over the period during which the Fund held the
PFIC shares. The Fund itself will be subject to tax on the
portion, if any, of an excess distribution that is so allocated
to prior Fund taxable years and an interest factor will be added
to the tax, as if the tax had been payable in such prior taxable
years. Certain distributions from a PFIC as well as gain from
the sale of PFIC shares are treated as excess distributions.
Excess distributions are characterized as ordinary income even
though, absent application of the PFIC rules, certain excess
distributions might have been classified as capital gain.

The Equity Fund may be eligible to elect alternative tax
treatment with respect to PFIC shares. Under an election that
currently is available in some circumstances, the Fund generally
would be required to include in its gross income its share of the
earnings of a PFIC on a current basis, regardless of whether
distributions are received from the PFIC in a given year. If
this election were made, the special rules, discussed above,
relating to the taxation of excess distributions, would not
apply. In addition, another election may be available that would
involve marking to market the Fund's PFIC shares at the end of
each taxable year (and on certain other dates prescribed in the
Code), with the result that unrealized gains are treated as
though they were realized. If this election were made, tax at
the Fund level under the PFIC rules would generally be
eliminated, but the Fund could, in limited circumstances, incur
nondeductible interest charges. The Fund's intention to qualify

- 42 -
<PAGE> 91

annually as a regulated investment company may limit its
elections with respect to PFIC shares.

Because the application of the PFIC rules may affect, among
other things, the character of gains, the amount of gain or loss
and the timing of the recognition of income with respect to PFIC
shares, as well as subject the Fund itself to tax on certain
income from PFIC shares, the amount that must be distributed to
Shareholders, and which will be taxed to Shareholders as ordinary
income or long-term capital gain, may be increased or decreased
substantially as compared to a fund that did not invest in PFIC
shares.

SALE OF SHARES. Upon the sale or other disposition of
Shares of a Fund, or upon receipt of a distribution in complete
liquidation of a Fund, a Shareholder generally will realize a
taxable capital gain or loss which will be long-term or short-
term, generally depending upon the Shareholder's holding period
for the Shares. Any loss realized on a sale or exchange will be
disallowed to the extent the Shares disposed of are replaced
(including Shares acquired pursuant to a dividend reinvestment
plan) within a period of 61 days beginning 30 days before and
ending 30 days after disposition of the Shares. In such a case,
the basis of the Shares acquired will be adjusted to reflect the
disallowed loss. Any loss realized by a Shareholder on a
disposition of Fund Shares held by the Shareholder for six months
or less will be treated as a long-term capital loss to the extent
of any distributions of net capital gains received by the
Shareholder with respect to such Shares. Furthermore, a loss
realized by a Shareholder on the redemption, sale or exchange of
Shares of a Fund with respect to which exempt-interest dividends
have been paid will, to the extent of such exempt-interest
dividends, be disallowed if such Shares have been held by the
Shareholder for less than six months.

In some cases, Shareholders will not be permitted to take
sales charges into account for purposes of determining the amount
of gain or loss realized on the disposition of their Shares.
This prohibition generally applies where (1) the Shareholder
incurs a sales charge in acquiring the stock of a regulated
investment company, (2) the stock is disposed of before the 91st
day after the date on which it was acquired, and (3) the
Shareholder subsequently acquires Shares of the same or another
regulated investment company and the otherwise applicable sales
charge is reduced or eliminated under a "reinvestment right"
received upon the initial purchase of Shares of stock. In that
case, the gain or loss recognized will be determined by excluding
from the tax basis of the Shares exchanged all or a portion of
the sales charge incurred in acquiring those Shares. This
exclusion applies to the extent that the otherwise applicable

- 43 -
<PAGE> 92

sales charge with respect to the newly acquired Shares is reduced
as a result of having incurred a sales charge initially. Sales
charges affected by this rule are treated as if they were
incurred with respect to the stock acquired under the
reinvestment right. This provision may be applied to successive
acquisitions of stock.

FOREIGN WITHHOLDING TAXES. Income received by a Fund from
sources within foreign countries may be subject to withholding
and other taxes imposed by such countries.

BACKUP WITHHOLDING. Each Fund may be required to withhold
U.S. federal income tax at the rate of 31% of all reportable
dividends (which does not include exempt-interest dividends) and
capital gain distributions (as well as redemptions for all Funds
except the U.S. Government Fund) payable to Shareholders who fail
to provide the Fund with their correct taxpayer identification
number or to make required certifications, or who have been
notified by the IRS that they are subject to backup withholding.
Corporate Shareholders and certain other Shareholders specified
in the Code generally are exempt from such backup withholding.
Backup withholding is not an additional tax. Any amounts
withheld may be credited against the Shareholder's U.S. federal
income tax liability.

FOREIGN SHAREHOLDERS. The tax consequences to a foreign
Shareholder of an investment in a Fund may be different from
those described herein. Foreign Shareholders are advised to
consult their own tax advisers with respect to the particular tax
consequences to them of an investment in a Fund.

OTHER TAXATION. The Group is organized as a Massachusetts
business trust and, under current law, neither the Group nor any
Fund is liable for any income or franchise tax in the
Commonwealth of Massachusetts, provided that each Fund continues
to qualify as a regulated investment company under Subchapter M
of the Code.

Fund Shareholders may be subject to state and local taxes on
their Fund distributions. In certain states, Fund distributions
which are derived from interest on obligations of that state or
any municipality or political subdivision thereof may be exempt
from taxation. Also, in many states, Fund distributions which
are derived from interest on certain U.S. Government obligations
may be exempt from taxation.

Additional Tax Information Concerning the Tax-Free Fund
-------------------------------------------------------

The Tax-Free Fund intends to qualify under the Code to pay
"exempt-interest dividends" to its Shareholders. The Tax-Free

- 44 -
<PAGE> 93

Fund will be so qualified if, at the close of each quarter of its
taxable year, at least 50% of the value of its total assets
consists of securities on which the interest payments are exempt
from the regular federal income tax. To the extent that
dividends distributed by the Tax-Free Fund to its Shareholders
are derived from interest income exempt from federal income tax
and are designated as "exempt-interest dividends" by the Fund,
they will be excludable from the gross incomes of the
Shareholders for regular federal income tax purposes. "Exempt-
interest dividends," however, must be taken into account by
Shareholders in determining whether their total incomes are large
enough to result in taxation of up to eighty-five percent of
their social security benefits and certain railroad retirement
benefits. It should also be noted that tax-exempt interest on
private activity bonds in which the Tax-Free Fund may invest
generally is treated as a tax preference item for purposes of the
alternative minimum tax for corporate and individual
Shareholders. Exempt interest dividends also may be part of an
adjustment to alternative minimum taxable income of corporations
and are included in the base of the environmental tax on
corporations imposed under Code section 59A. The Tax-Free Fund
will inform Shareholders annually as to the portion of the
distributions from the Fund which constituted "exempt-interest
dividends."

The Fund will determine periodically which distributions
will be designated as exempt-interest dividends. If the Fund
earns income which is not eligible to be so designated, the Fund,
nonetheless, intends to distribute such income. Such
distributions will be subject to federal, state, and local taxes,
as applicable, in the hands of shareholders.

Under the Code, a Shareholder may not deduct that portion of
interest on indebtedness incurred or continued to purchase or
carry shares of an investment company paying exempt-interest
dividends (such as those of the Tax-Free Fund) which bears the
same ratio to the total of such interest as the exempt-interest
dividends bear to the total dividends (excluding net capital gain
dividends) received by the Shareholder. In addition, under rules
issued by the Internal Revenue Service for determining when
borrowed funds are considered to be used to purchase or carry
particular assets, the purchase of Shares may be considered to
have been made with borrowed funds even though the borrowed funds
are not directly traceable to such purchase.

Shareholders are advised to consult their own tax advisers
with respect to the particular tax consequences to them of an
investment in a Fund. Persons who may be "substantial users" (or
"related persons" of substantial users) of facilities financed by
industrial development bonds or private activity bonds should

- 45 -
<PAGE> 94

consult their tax advisers before purchasing shares of the Tax-
Free Fund. The term "substantial user" generally includes any
"non-exempt person" who regularly uses in his or her trade or
business a part of a facility financed by industrial development
bonds or private activity bonds. Generally, an individual will
not be a "related person" of a substantial user under the Code
unless the person or his or her immediate family owns directly or
indirectly in the aggregate more than a 50% equity interest in
the substantial user.

The Tax-Free Fund may acquire rights regarding specified
portfolio securities under puts. See "Put Options." The policy
of the Tax-Free Fund is to limit its acquisition of puts to those
under which the Fund will be treated for federal income tax
purposes as the owner of the Municipal Securities acquired
subject to the put and the interest on the Municipal Securities
will be tax-exempt to the Fund. Although the Internal Revenue
Service has issued a published ruling that provides some guidance
regarding the tax consequences of the purchase of puts, there is
currently no guidance available from the Internal Revenue Service
that definitively establishes the tax consequences of many of the
types of puts that the Fund could acquire under the Investment
Company Act of 1940. Therefore, although the Tax-Free Fund will
only acquire a put after concluding that it will have the tax
consequences described above, the Internal Revenue Service could
reach a different conclusion from that of the Fund.

The foregoing is only a summary of some of the important
federal tax considerations generally affecting purchasers of
Shares of the Tax-Free Fund. Additional tax information
concerning all of the Funds is contained in the immediately
preceding section of this Statement of Additional Information.
No attempt is made to present a detailed explanation of the
income tax treatment of the Tax-Free Fund or its Shareholders,
and this discussion is not intended as a substitute for careful
tax planning. Accordingly, potential purchasers of shares of the
Tax-Free Fund are urged to consult their tax advisers with
specific reference to their own tax situation.

Yields and Total Returns of the U.S. Government Fund
----------------------------------------------------

As summarized in the Prospectus of the U.S. Government Fund
under the heading "Performance Information," the yield of the
U.S. Government Fund for a seven-day period (the "base period")
will be computed by determining the net change in value
(calculated as set forth below) of a hypothetical account having
a balance of one share at the beginning of the period, dividing
the net change in account value by the value of the account at
the beginning of the base period to obtain the base period
return, and multiplying the base period return by 365/7 with the

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<PAGE> 95

resulting yield figure carried to the nearest hundredth of one
percent. Net changes in value of a hypothetical account will
include the value of additional Shares purchased with dividends
from the original Share and dividends declared on both the
original Share and any such additional Shares, but will not
include realized gains or losses or unrealized appreciation or
depreciation on portfolio investments. Yield may also be
calculated on a compound basis (the "effective yield") which
assumes that net income is reinvested in Fund Shares at the same
rate as net income is earned for the base period.

The yield and effective yield of the U.S. Government Fund
will vary in response to fluctuations in interest rates and in
the expenses of the Fund. For comparative purposes the current
and effective yields should be compared to current and effective
yields offered by competing financial institutions for the same
base period and calculated by the methods described below.

The current and effective seven-day average yields as of
March 31, 1995 for the U.S. Government Fund were 5.53% and 5.68%,
respectively.

The U.S. Government Fund may wish to publish total return
figures in its sales literature and other advertising materials.
For a discussion of the manner in which such total return figures
are calculated, see "Yields and Total Returns of the Variable NAV
Funds--Total Return Calculations" below.

Yields and Total Returns of the Variable NAV Funds
--------------------------------------------------

YIELD CALCULATIONS. As summarized in the Prospectuses of
the Funds under the heading "PERFORMANCE INFORMATION", yields of
each of the Funds except the U.S. Government Fund will be
computed by dividing the net investment income per share (as
described below) earned by the Fund during a 30-day (or one
month) period by the maximum offering price per share on the last
day of the period and annualizing the result on a semi-annual
basis by adding one to the quotient, raising the sum to the power
of six, subtracting one from the result and then doubling the
difference. A Fund's net investment income per share earned
during the period is based on the average daily number of Shares
outstanding during the period entitled to receive dividends and
includes dividends and interest earned during the period minus
expenses accrued for the period, net of reimbursements. This
calculation can be expressed as follows:

- 47 -
<PAGE> 96

a - b
Yield = 2 [(------- + 1)6 - 1]
cd

Where: a = dividends and interest earned during the
period.

b = expenses accrued for the period (net of
reimbursements).

c = the average daily number of Shares
outstanding during the period that were
entitled to receive dividends.

d = maximum offering price per Share on the last
day of the period.

For the purpose of determining net investment income earned
during the period (variable "a" in the formula), dividend income
on equity securities held by a Fund is recognized by accruing
1/360 of the stated dividend rate of the security each day that
the security is in that Fund. Interest earned on any debt
obligations held by a Fund is calculated by computing the yield
to maturity of each obligation held by that Fund based on the
market value of the obligation (including actual accrued
interest) at the close of business on the last Business Day of
each month, or, with respect to obligations purchased during the
month, the purchase price (plus actual accrued interest) and
dividing the result by 360 and multiplying the quotient by the
market value of the obligation (including actual accrued
interest) in order to determine the interest income on the
obligation for each day of the subsequent month that the
obligation is held by that Fund. For purposes of this
calculation, it is assumed that each month contains 30 days. The
maturity of an obligation with a call provision is the next call
date on which the obligation reasonably may be expected to be
called or, if none, the maturity date. With respect to debt
obligations purchased at a discount or premium, the formula
generally calls for amortization of the discount or premium. The
amortization schedule will be adjusted monthly to reflect changes
in the market values of such debt obligations.

Undeclared earned income will be subtracted from the net
asset value per share (variable "d" in the formula). Undeclared
earned income is the net investment income which, at the end of
the base period, has not been declared as a dividend, but is
reasonably expected to be and is declared as a dividend shortly
thereafter.

- 48 -
<PAGE> 97

For the 30-day period ended March 31, 1995, the yield for
the Fixed Income Fund, Tax-Free Fund and the Equity Fund was
5.84%, 4.19% and 1.09%, respectively.

For the 30-day period ended September 30, 1995, the yield
for the Balanced Fund was 2.73% and the yield for the Fixed Total
Return Fund was 5.42%.

During any given 30-day period, AMCORE or the Administrator
may voluntarily waive all or a portion of their fees with respect
to a Fund. Such waiver would cause the yield of that Fund to be
higher than it would otherwise be in the absence of such a
waiver.

From time to time, the tax equivalent 30-day yield of the
Tax-Free Fund may be presented in advertising and sales
literature. The tax equivalent 30-day yield will be computed by
dividing that portion of the Fund's yield which is tax-exempt by
one minus a stated tax rate and adding the product to that
portion, if any, of the yield of the Fund that is not tax-exempt.

TOTAL RETURN CALCULATIONS. As summarized in the
Prospectuses of the Funds under the heading "PERFORMANCE
INFORMATION", average annual total return is a measure of the
change in value of an investment in a Fund over the period
covered, which assumes any dividends or capital gains
distributions are reinvested in the Fund immediately rather than
paid to the investor in cash. The Funds compute their average
annual total returns by determining the average annual compounded
rates of return during specified periods that equate the initial
amount invested to the ending redeemable value of such
investment. This is done by dividing the ending redeemable value
of a hypothetical $1,000 initial payment by $1,000 and raising
the quotient to a power equal to one divided by the number of
years (or fractional portion thereof) covered by the computation
and subtracting one from the result. This calculation can be
expressed as follows:

Average Annual ERV
Total Return = [(------)1/n - 1]
P

Where: ERV = ending redeemable value at the end of
the period covered by the computation of
a hypothetical $1,000 payment made at
the beginning of the period.

P = hypothetical initial payment of $1,000.

- 49 -
<PAGE> 98

n = period covered by the computation,
expressed in terms of years.

The Funds compute their aggregate total returns by
determining the aggregate compounded rates of return during
specified periods that likewise equate the initial amount
invested to the ending redeemable value of such investment. The
formula for calculating aggregate total return is as follows:

Aggregate Total ERV
Return = [(------] - 1]
P

ERV = ending redeemable value at the end of the
period covered by the computation of a
hypothetical $1,000 payment made at the
beginning of the period.

P = hypothetical initial payment of $1,000.

The calculations of average annual total return and
aggregate total return assume the reinvestment of all dividends
and capital gain distributions on the reinvestment dates during
the period. The ending redeemable value (variable "ERV" in each
formula) is determined by assuming complete redemption of the
hypothetical investment and the deduction of all nonrecurring
charges at the end of the period covered by the computations.

In the case of the Fixed Income Fund, the Tax-Free Fund and
the Equity Fund, based upon the period beginning with each such
Fund's commencement of operations (December 21, 1992) through
March 31, 1995, the average annual total return for each Fund,
assuming the imposition of the maximum applicable sales charge,
was as follows: 2.39% for the Fixed Income Fund, 1.84% for the
Tax-Free Fund, and 5.44% for the Equity Fund. Assuming that the
maximum applicable sales charge had not been imposed, the average
annual total return for this same period would have been as
follows: 4.57% for the Fixed Income Fund, 4.24% for the Tax-Free
Fund, and 7.92% for the Equity Fund. The Funds no longer impose
sales charges upon their purchase.

In the case of the Balanced Fund, based upon the Fund's
commencement of operations (June 1, 1995) through September 30,
1995, the aggregate total return for the Fund was 6.26%. In the
case of the Fixed Total Return Fund, based upon the Fund's
commencement of operations (June 15, 1995) through September 30,
1995, the aggregate total return for the Fund was 1.59%.

- 50 -
<PAGE> 99

Performance Comparisons
-----------------------

Investors may judge the performance of the Funds by
comparing them to the performance of other mutual funds or mutual
fund portfolios with comparable investment objectives and
policies through various mutual fund or market indices such as
those prepared by Dow Jones & Co., Inc. and Standard & Poor's
Corporation and to data prepared by Lipper Analytical Services,
Inc., a widely recognized independent service which monitors the
performance of mutual funds or Ibbotson Associates, Inc.
Comparisons may also be made to indices or data published in
IBC/Donaghue's MONEY FUND REPORT, a nationally recognized money
market fund reporting service, Money Magazine, Forbes, Barron's,
The Wall Street Journal, The New York Times, Business Week, and
U.S.A. Today. In addition to performance information, general
information about the Funds that appears in a publication such as
those mentioned above may be included in advertisements and in
reports to Shareholders. The Funds may also include in
advertisements and reports to Shareholders information comparing
the performance of AMCORE or its predecessors to other investment
advisers; such comparisons may be published by or included in
Nelsons Directory of Investment Managers, Roger's, Casey/PIPER
Manager Database or CDA/Cadence.

Current yields or performance will fluctuate from time to
time and are not necessarily representative of future results.
Accordingly, a Fund's yield or performance may not provide for
comparison with bank deposits or other investments that pay a
fixed return for a stated period of time. Yield and performance
are functions of a Fund's quality, composition and maturity, as
well as expenses allocated to the Fund. Fees imposed upon
Customer accounts by the Adviser or its affiliated or
correspondent banks for cash management services will reduce a
Fund's effective yield to Customers.

From time to time, the Fund may include general comparative
information, such as statistical data regarding inflation,
securities indices or the features or performance of alternative
investments, in advertisements, sales literature and reports to
shareholders. The Funds may also include calculations, such as
hypothetical compounding examples, which describe hypothetical
investment results in such communications. Such performance
examples will be based on an express set of assumptions and are
not indicative of the performance of any Fund.

Principal Shareholders
----------------------

As of November 8, 1995, AMCORE Trust Company, P.O. Box 4599,
Rockford, Illinois 61110-4599, owned beneficially of record: (i)
87% of the U.S. Government Fund; (ii) 97% of the Fixed Income

- 51 -
<PAGE> 100

Fund; (iii) 92% of the Tax-Free Fund; (iv) 94% of the Equity
Fund; (v) 96% of the Balanced Fund; (vi) 99% of the Aggressive
Growth Fund and (vii) 96% of the Fixed Total Return Fund.

Miscellaneous
-------------

The Funds may include information in their Annual Reports
and Semi-Annual Reports to Shareholders that (1) describes
general economic trends, (2) describes general trends within the
financial services industry or the mutual fund industry, (3)
describes past or anticipated portfolio holdings for a fund
within the Group or (4) describes investment management
strategies for such funds. Such information is provided to
inform Shareholders of the activities of the Funds for the most
recent fiscal year or half-year and to provide the views of
AMCORE and/or Group officers regarding expected trends and
strategies.

Individual Trustees are elected by the Shareholders and,
subject to removal by the vote of two-thirds of the Board of
Trustees, serve for a term lasting until the next meeting of
Shareholders at which Trustees are elected. Such meetings are
not required to be held at any specific intervals. Shareholders
owning not less than 10% of the outstanding Shares of the Group
entitled to vote may cause the Trustees to call a special
meeting, including for the purpose of considering the removal of
one or more Trustees. Any Trustee may be removed at any meeting
of Shareholders by vote of two-thirds of the Group's outstanding
shares. The Declaration of Trust provides that the Trustees will
assist shareholder communications to the extent required by
Section 16(c) of the 1940 Act in the event that a shareholder
request to hold a special meeting is made.

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

The Prospectuses and this Statement of Additional
Information are not 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 Prospectuses and this Statement of Additional
Information.

- 52 -
<PAGE> 101

FINANCIAL STATEMENTS

The financial statements of the U.S. Government Obligations
Fund, the Fixed Income Fund, the Intermediate Tax-Free Fund and
the Equity Fund appearing in the Annual Report to Shareholders
for the year ended March 31, 1995 have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference.
Such financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm
as experts in accounting and auditing. The unaudited statements
of the Balanced Fund and the Fixed Total Return Fund for the
period from commencement of each Fund's operations (June 1, 1995
and June 15, 1995, respectively) through September 30, 1995, are
included in this Statement of Additional information. Financial
statements for the Aggressive Growth Fund are not presented as
this Fund only commenced operations on October 3, 1995.

- 53 -
<PAGE> 102

APPENDIX

The nationally recognized statistical rating organizations
(individually, an "NRSRO") that may be utilized by the Adviser
with regard to portfolio investments for the Funds include
Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's
Corporation ("S&P") and Duff & Phelps, Inc. ("D&F"). Set forth
below is a description of the relevant ratings of each such
NRSRO. The NRSROs that may be utilized by the Adviser and the
description of each NRSRO's ratings is as of the date of this
Statement of Additional Information, and may subsequently change.

LONG TERM DEBT RATINGS (may be assigned, for example, to
corporate and municipal bonds)

Description of the three highest long-term debt ratings by
Moody's (Moody's applies numerical modifiers (1, 2, and 3) in
each rating category to indicate the security's ranking within
the category):

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 edged."
Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure.
While the various protective elements are likely to
change, such changes as can be visualized are most
unlikely to impair the Fundamentally strong position of
such issues.

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

Description of the three highest long-term debt ratings by S&P
(S&P may apply a plus (+) or minus (-) to a particular rating
classification to show relative standing within that
classification):
<PAGE> 103

AAA Debt rated AAA has the highest rating assigned by S&P.
Capacity to pay interest and repay principal is
extremely strong.

AA Debt rated AA has a very strong capacity to pay
interest and repay principal and differs from the
higher rated issues only in small degree.

A Debt rated A has a strong capacity to pay interest and
repay principal although it is somewhat more
susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in
higher rated categories.

Description of the three highest long-term debt ratings by D&P;

AAA Highest credit quality. The risk factors are
negligible being only slightly more than for risk-free
U.S. Treasury debt.

AA+ High credit quality Protection factors are strong.
AA Risk is modest but may vary slightly from time to time
AA- because of economic conditions.

A+ Protection factors are average but adequate. However,
A risk factors are more variable and greater in periods
of
A- economic stress.

SHORT-TERM DEBT RATINGS (may be assigned, for example, to
commercial paper, master demand notes, bank instruments, and
letters of credit)

Moody's description of its three highest short-term debt ratings:

Prime-1 Issuers rated Prime-1 (or supporting institutions)
have a superior capacity for repayment of senior
short-term promissory obligations. Prime-1
repayment capacity will normally be evidenced by
many of the following characteristics:

- Leading market positions in well-established
industries.

- High rates of return on Funds employed.

- Conservative capitalization structures with
moderate reliance on debt and ample asset
protection.

A-2
<PAGE> 104

- Broad margins in earnings coverage of fixed
financial charges and high internal cash
generation.

- Well-established access to a range of
financial markets and assured sources of
alternate liquidity.

Prime-2 Issuers rated Prime-2 (or supporting institutions)
have a strong capacity for repayment of senior
short-term debt obligations. This will normally
be evidenced by many of the characteristics cited
above but to a lesser degree. Earnings trends and
coverage ratios, while sound, may be more subject
to variation. Capitalization characteristics,
while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is
maintained.

Prime-3 Issuers rated Prime-3 (or supporting institutions)
have an acceptable ability for repayments of
senior short-term obligations. The effect of
industry characteristics and market compositions
may be more pronounced. Variability in earnings
and profitability may result in changes in the
level of debt protection measurements and may
require relatively high financial leverage.
Adequate alternate liquidity is maintained.

S&P's description of its three highest short-term debt ratings:

A-1 This designation indicates that the degree of safety
regarding timely payment is strong. Those issues
determined to have extremely strong safety
characteristics are denoted with a plus sign (+).

A-2 Capacity for timely payment on issues with this
designation is satisfactory. However, the relative
degree of safety is not as high as for issues
designated "A-1".

A-3 Issues carrying this designation have adequate capacity
for timely payment. They are, however, more vulnerable
to the adverse effects of changes in circumstances than
obligations carrying the higher designations.

D&P's description of the short-term debt ratings (D&P
incorporates gradations of "1+" (one plus) and "1-" (one minus)
to assist investors in recognizing quality differences within the
highest rating category);

A-3
<PAGE> 105

Duff 1+ Highest certainty of timely payment. Short-term
liquidity, including internal operating factors
and/or access to alternative sources of funds, is
outstanding, and safety is just below risk-free
U.S. Treasury short-term obligations.

Duff 1 Very high certainty of timely payment. Liquidity
factors are excellent and supported by good
fundamental protection factors. Risk factors are
minor.

Duff 1- High certainty of timely payment. Liquidity
factors are strong and supported by good
fundamental protection factors. Risk factors are
very small.

Duff 2 Good certainty of timely payment. Liquidity
factors and company fundamentals are sound.
Although ongoing funding needs may enlarge total
financing requirements, access to capital markets
is good. Risk factors are small.

Short-Term Loan/Municipal Note Ratings
--------------------------------------

Moody's description of its two highest short-term loan/municipal
note ratings:

MIG-1/VMIG-1 This designation denotes best quality. There is
present strong protection by established cash
flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.

MIG-2/VMIG-2 This designation denotes high quality. Margins of
protection are ample although not so large as in
the preceding group.

S&P's description of its two highest municipal note ratings:

SP-1 Very strong or strong capacity to pay principal and
interest. Those issues determined to possess
overwhelming safety characteristics will be given a
plus (+) designation.

SP-2 Satisfactory capacity to pay principal and interest.

Definitions of Certain Money Market Instruments
-----------------------------------------------

Commercial Paper

A-4
<PAGE> 106

Commercial paper consists of unsecured promissory notes
issued by corporations. Issues of commercial paper normally have
maturities of less than nine months and fixed rates of return.

Certificates of Deposit

Certificates of Deposit are negotiable certificates issued
against funds deposited in a commercial bank or a savings and
loan association for a definite period of time and earning a
specified return.

Bankers' Acceptances

Bankers' acceptances are negotiable drafts or bills of
exchange, normally drawn by an importer or exporter to pay for
specific merchandise, which are "accepted" by a bank, meaning, in
effect, that the bank unconditionally agrees to pay the face
value of the instrument on maturity.

U.S. Treasury Obligations

U.S. Treasury Obligations are obligations issued or guaran-
teed as to payment of principal and interest by the full faith
and credit of the U.S. Government. These obligations may include
Treasury bills, notes and bonds, and issues of agencies and
instrumentalities of the U.S. Government, provided such obliga-
tions are guaranteed as to payment of principal and interest by
the full faith and credit of the U.S. Government.

U.S. Government Agency and Instrumentality Obligations

Obligations of the U.S. Government include Treasury bills,
certificates of indebtedness, notes and bonds, and issues of
agencies and instrumentalities of the U.S. Government, such as
the Government National Mortgage Association, the Export-Import
Bank of the United States, the Tennessee Valley Authority, the
Farmers Home Administration, the Federal Home Loan Banks, the
Federal Intermediate Credit Banks, the Federal Farm Credit Banks,
the Federal Land Banks, the Federal Housing Administration, the
Federal National Mortgage Association, the Federal Home Loan
Mortgage Corporation, and the Student Loan Marketing Association.
Some of these obligations, such as those of the Government
National Mortgage Association and the Export-Import Bank of the
United States, are supported by the full faith and credit of the
U.S. Treasury; others, such as those of the Federal National
Mortgage Association are supported by the right of the issuer to
borrow from the Treasury; others, such as those of the Student
Loan Marketing Association, are supported by the discretionary
authority of the U.S. Government to purchase the agency's
obligations; still others, such as those of the Federal Farm

A-5
<PAGE> 107

Credit Banks, are supported only by the credit of the
instrumentality. No assurance can be given that the U.S.
Government would provide financial support to U.S. Government-
sponsored instrumentalities if it is not obligated to do so by
law.

A-6
<PAGE> 108
THE COVENTRY GROUP
AMCORE VINTAGE MUTUAL FUNDS

Statements of Assets and Liabilities
September 30, 1995
(Unaudited)

<TABLE>
<CAPTION>
Fixed
Total
Balanced Return
Fund Fund
--------------- ---------------
<S> <C> <C>
ASSETS:
Investments, at value $ 16,581,196 $ 39,463,200
--------------- ---------------
16,581,196 39,463,200
Cash 108,385 543,354
Interest and dividends receivable 113,664 507,713
Unamortized organization costs 6,052 6,277
Prepaid expenses 616 1,994
--------------- ---------------
Total Assets 16,809,913 40,522,538
--------------- ---------------
LIABILITIES:
Accrued expenses and other payables:
Investment advisory fees 10,066 24,511
Administration fees 906 2,180
Accounting and transfer agent fees 4,119 3,833
Legal and audit fees 2,543 3,741
Custodian fees 1,954 1,644
Other 2,293 3,540
--------------- ---------------
Total Liabilities 21,881 39,449
--------------- ---------------

NET ASSETS:
Capital 15,946,684 40,438,517
Undistributed net investment income 12,373 57,112
Net unrealized appreciation (depreciation) on inv 838,183 (56,048)
Accumulated undistributed net
realized gain (losses) on investment transacti (9,208) 43,508
--------------- ---------------
Net Assets $ 16,788,032 $ 40,483,089
=============== ===============
Outstanding units of beneficial interest (shares) 1,592,688 4,042,912
=============== ===============

Net asset value - offering and redemption pric $ 10.54 $ 10.01
=============== ===============
Investments, at cost $ 15,743,013 $ 39,519,248
=============== ===============
</TABLE>
<PAGE> 109
THE COVENTRY GROUP
AMCORE VINTAGE MUTUAL FUNDS
Statements of Operations
(Unaudited)

<TABLE>
<CAPTION>
Total
Balanced Fixed Return
Fund Fund
(a) (b)
--------------- ---------------
<S> <C> <C>
INVESTMENT INCOME:
Interest income $ 155,249 $ 781,464
Dividend income 63,946
--------------- ---------------
Total Income 219,195 781,464
--------------- ---------------

EXPENSES:
Investment advisory fees 39,706 86,001
Administration fees 10,588 22,919
Distribution and shareholder service fees 13,279 28,746
Accounting fees 3,662 5,883
Custodian fees 2,318 2,121
Legal and audit fees 2,806 4,389
Organization costs 2,493 2,268
Trustees' fees and expenses 297 648
Transfer agent fees 7,691 7,029
Registration and filing fees 2,074 3,201
Printing costs 594 1,080
Other 159 274
Expenses voluntarily reduced by investment adviser (2,527)
--------------- ---------------
Total Expenses 72,388 133,286
--------------- ---------------
Net Investment Income 146,807 648,178
--------------- ---------------

REALIZED/UNREALIZED GAINS
(LOSSES) FROM INVESTMENTS:
Net realized gains (losses) from
investment transactions (9,208) 43,508
Change in unrealized appreciation
(depreciation) from investments 838,183 (56,048)
--------------- ---------------
Net realized/unrealized gains (losses)
from investments 828,975 (12,540)
--------------- ---------------
Change in net assets resulting
from operations $ 975,782 $ 635,638
--------------- ---------------
CHECK: 975,782 635,638
=============== ===============
<FN>
(a) For the period from June 1, 1995 (commencement of operations) through September 30, 1995
(b) For the period from June 15, 1995 (commencement of operations) through September 30, 1995

</TABLE>

See notes to financial statements.

<PAGE> 110
THE COVENTRY GROUP
AMCORE VINTAGE MUTUAL FUNDS

Statements of Changes in Net Assets
(Unaudited)

<TABLE>
<CAPTION>
Total
Balanced Fixed Return
Fund Fund
(a) (b)
-------------- --------------
<S> <C> <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income $ 146,807 $ 648,178
Net realized gains (losses)
from investment transactions (9,208) 43,508
Net change in unrealized appreciation
(depreciation) from investments 838,183 (56,048)
-------------- --------------
Change in net assets
resulting from operations 975,782 635,638
-------------- --------------
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income (134,434) (591,066)
From net realized gains from investments
transactions
-------------- --------------
Change in net assets from shareholder
distributions (134,434) (591,066)
-------------- --------------
CAPITAL TRANSACTIONS:
Proceeds from shares issued 16,853,111 41,097,516
Dividends reinvested 132,954 591,066
Cost of shares redeemed (1,039,381) (1,250,065)
-------------- --------------
Change in net assets from
share transactions 15,946,684 40,438,517
-------------- --------------
Change in net assets 16,788,032 40,483,089

NET ASSETS:
Beginning of period
-------------- --------------
End of period $ 16,788,032 $ 40,483,089
-------------- --------------

SHARE TRANSACTIONS:
Issued 1,680,508 4,108,468
Reinvested 12,708 59,062
Redeemed (100,528) (124,618)
-------------- --------------
Change in shares 1,592,688 4,042,912
============== ==============
<FN>
(a) For the period from June 1, 1995 (commencement of operations) through September 30, 1995
(b) For the period from June 15, 1995 (commencement of operations) through September 30, 1995

</TABLE>
See notes to financial statements
<PAGE> 111
THE COVENTRY GROUP
AMCORE VINTAGE BALANCED FUND

SCHEDULE OF PORTFOLIO INVESTMENTS
SEPTEMBER 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
Shares
or
Principal Security Market
Amount Description Value
- ------------ ---------------------------- ------------
<S> <C>
COLLATERALIZED MORTGAGE OBLIGATIONS (4.8%):
Prudential Home Mortgage Securities Corp.:
843,125 5.50%, 7/25/00 $ 799,651
------------
Total Collateralized Mortgage Obligations 799,651
------------
COMMON STOCKS (53.6%):
Automotive (1.8%):
5,000 Ford Motor Co. 155,625
3,000 General Motors Corp. 140,625
------------
296,250
------------
Banking (5.3%):
3,000 BankAmerica Corp. 179,625
3,000 Barnett Banks, Inc. 169,875
3,000 Fifth Third Bancorp 172,125
3,000 NationsBank Corp. 201,750
5,000 Norwest Corp. 163,750
------------
887,125
------------
Chemicals (3.0%):
3,000 Air Products & Chemical 156,375
2,000 Dow Chemical Co. 149,000
3,000 Eastman Chemical Co. 192,000
------------
497,375
------------
Computer Hardware (2.2%):
3,000 Cisco Systems, Inc.(c) 207,000
2,800 Intel Corp. 168,350
------------
375,350
------------
Computer Software (1.1%):
2,000 Microsoft Corp.(c) 181,000
------------
Consumer Goods & Services (2.0%):
4,000 Gillette Co. 190,500
2,000 Procter & Gamble Co. 154,000
------------
344,500
------------
Defense (1.0%):
2,000 Raytheon Co. 170,000
------------
Diversified (2.3%):
3,000 Allied Signal, Inc. 132,375
4,000 Corning, Inc. 114,500
2,000 Textron, Inc. 136,500
------------
383,375
------------
Electrical & Electronic (2.0%):
2,000 Emerson Electric Co. 143,000
3,000 General Electric Co. 191,250
------------
334,250
------------
Entertainment (1.0%):
3,000 Walt Disney Co. 172,125
------------
</TABLE>
<PAGE> 112
THE COVENTRY GROUP
AMCORE VINTAGE BALANCED FUND

SCHEDULE OF PORTFOLIO INVESTMENTS
SEPTEMBER 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
Shares
or
Principal Security Market
Amount Description Value
- ------------ ---------------------------- ------------
<S> <C>
COMMON STOCKS, CONTINUED:
Financial Services (1.8%):
3,000 Beneficial Corp. $ 156,750
1,500 Federal National Mortgage 155,250
Assoc.
------------
312,000
------------
Food Products (2.8%):
3,000 General Mills, Inc. 167,250
4,000 McDonald's Corp. 153,000
3,000 PepsiCo, Inc. 153,000
------------
473,250
------------
Health Care (2.6%):
3,000 Abbott Labs 127,875
4,000 Baxter International, Inc. 164,500
2,000 Johnson & Johnson 148,250
------------
440,625
------------
Home Furnishings (0.9%):
6,000 Newell Companies, Inc. 148,500
------------
Insurance (2.1%):
1,950 American International Group 165,750
1,200 General Re Corp. 181,200
------------
346,950
------------
Machinery & Equipment (1.2%):
3,000 Sundstrand Corp. 194,250
------------
Office Equipment & Services (2.0%):
2,000 Hewlett-Packard 166,750
4,000 Honeywell, Inc. 171,500
------------
338,250
------------
Oil & Gas Exploration Products & Services (2.4%):
2,000 Amoco Corp. 128,250
1,500 Mobil Corp. 149,437
2,000 Schlumberger LTD 130,500
------------
408,187
------------
Pharmaceuticals (3.4%):
2,000 American Home Products 169,750
4,000 Pfizer, Inc. 213,500
2,000 Warner Lambert Co. 190,500
------------
573,750
------------
Photography (0.7%):
2,000 Eastman Kodak Co. 118,500
------------
Printing & Publishing (2.8%):
3,000 Gannett, Inc. 163,875
3,000 Knight-Ridder, Inc. 175,875
2,000 Tribune Co. 132,750
------------
472,500
------------
Railroads (1.2%):
3,000 Union Pacific Corp. 198,750
------------
Retail Stores, Catalog (2.9%):
4,000 Home Depot, Inc. 159,500
4,000 May Department Stores 175,000
6,000 Wal-Mart Stores 149,250
------------
483,750
------------
</TABLE>
<PAGE> 113
THE COVENTRY GROUP
AMCORE VINTAGE BALANCED FUND

SCHEDULE OF PORTFOLIO INVESTMENTS
SEPTEMBER 30, 1995
(UNAUDITED)

<TABLE>
<CAPTION>
Shares
or
Principal Security Market
Amount Description Value
- ------------ ---------------------------- ------------
<S> <C>
COMMON STOCKS, CONTINUED:
Technology (1.4%):
3,000 Motorola, Inc. $ 229,125
------------
Utilities-Telecommunications (3.7%):
3,000 AT&T Corp. 197,250
5,000 GTE Corp. 196,250
4,000 SBC Communications, Inc. 220,000
------------
613,500
------------
Total Common Stocks 8,993,237
------------
CORPORATE BONDS (6.0%):
Banking (3.0%):
500,000 Firstar Corp.
7.15%, 9/1/00 506,250
------------
Telecommunications (3.0%):
250,000 AT&T Corp.
7.00%, 5/15/05 255,938
250,000 General Telephone Illinois
8.50%, 12/1/00 254,062
------------
510,000
------------
Total Corporate Bonds 1,016,250
------------
U.S. GOVERNMENT AGENCIES (5.9%):
Federal National Mortgage Assoc.:
1,000,000 6.95%, 9/10/02 999,220
------------
Total U.S. Government Agency 999,220
------------
U.S. TREASURY NOTES (24.1%):
500,000 7.25%, 11/30/96 507,970
1,000,000 6.38%, 7/15/99 1,013,080
500,000 6.38%, 1/15/00 506,805
1,500,000 6.25%, 5/31/00 1,513,965
500,000 6.25%, 2/15/03 502,855
------------
Total U.S. Treasury Notes 4,044,675
------------
U.S. TREASURY STRIPS (1.4%):
500,000 6.50%, 11/15/07 229,480
------------
Total U.S. Treasury Strips 229,480
------------
INVESTMENT COMPANIES (3.0%):
498,683 AMCORE Vintage U.S.
Government Obligations Fun 498,683
------------
Total Investment Companies 498,683
------------
Total (Cost-$ 15,743,013)(b) $ 16,581,196
============

<FN>
(a) Percentages indicated are based on net assets of $16,788,032.
(b) Represents cost for federal income tax purposes and differs from value by net unrealized appreciation of securities as follows:

Unrealized appreciation $ 894,196
Unrealized depreciation (56,013)
--------------
Net unrealized appreciation $ 838,183
==============
(c) Non-income producing securities.

</TABLE>

See notes to financial statements.
<PAGE> 114
THE COVENTRY GROUP
AMCORE VINTAGE FIXED TOTAL RETURN FUND

SCHEDULE OF PORTFOLIO INVESTMENTS
SEPTEMBER 30, 1995
(UNAUDITED)

<TABLE>
<CAPTION>
Shares
or
Principal Security Market
Amount Description Value
- ------------ ---------------------------- ------------
<S> <C>
COLLATERALIZED MORTGAGE OBLIGATIONS (22.6%):
Federal Home Loan Mortgage Corp.:
2,000,000 6.50%, 9/15/06 $ 1,952,080
2,000,000 6.50%, 3/15/07 1,989,200
2,000,000 6.00%, 12/15/17 1,914,400
Prudential Home Mortgage Securities Corp.:
1,431,021 5.50%, 4/1/00 1,396,140
Resolution Trust Co.:
1,862,674 7.46%*, 12/25/05 1,867,912
------------
Total Collateralized Mortgage Obligation 9,119,732
------------
CORPORATE BONDS (23.7%):
Banking (6.5%):
1,000,000 Bankers Trust,
8.13%, 5/15/02 1,067,500
500,000 Chase Manhattan Corp.,
8.80%, 2/1/00 513,750
1,000,000 Norwest Financial, Inc.,
8.38%, 1/15/00 1,066,250
------------
2,647,500
------------
Chemicals (3.5%):
400,000 Monsanto Co.,
8.40%, 1/15/97 412,000
1,000,000 RPM Senior Notes,
7.00%, 6/15/05 1,002,500
------------
1,414,500
------------
Financial Services (6.2%):
1,000,000 Bear Stearns,
6.70%, 8/1/03 986,250
500,000 Household Finance Corp.,
9.38%, 2/15/96 505,890
1,000,000 Merrill Lynch & Co.,
7.00%, 4/27/08 997,500
------------
2,489,640
------------
Food Products (1.2%):
500,000 Nabisco, Inc.,
7.05%, 7/15/07 491,875
------------
Insurance (2.5%):
1,000,000 Lincoln National Corp.,
7.13%, 7/15/99 1,015,000
------------
Retail Stores (1.3%):
500,000 Sears Roebuck Co.,
8.45%, 11/1/98 529,375
------------
Utilities-Electric (2.5%):
1,000,000 Alabama Power First Mortgage,
6.75%, 2/1/03 1,011,250
------------
Total Corporate Bonds 9,599,140
------------
</TABLE>
<PAGE> 115
THE COVENTRY GROUP
AMCORE VINTAGE FIXED TOTAL RETURN FUND

SCHEDULE OF PORTFOLIO INVESTMENTS
SEPTEMBER 30, 1995
(UNAUDITED)

<TABLE>
<CAPTION>
Shares
or
Principal Security Market
Amount Description Value
- ------------ ---------------------------- ------------
<S> <C>
U.S. GOVERNMENT AGENCIES (20.9%):
Federal Farm Credit Bank:
1,000,000 5.66%, 10/5/95 $ 999,030
Federal Home Loan Mortgage Corp.:
1,000,000 6.16%, 3/29/00 992,950
1,000,000 6.59%, 6/4/03 990,920
1,500,000 7.05%, 3/24/04 1,486,770
Federal National Mortgage Assoc.:
2,000,000 6.57%, 8/10/00 2,007,120
1,000,000 5.99%, 10/1/03 952,350
1,000,000 8.00%, 4/13/05 1,028,210
------------
Total U.S. Government Agencies 8,457,350
------------
U.S. TREASURY BILLS (2.4%):
1,000,000 5.54%, 3/14/96 975,270
------------
Total U.S. Treasury Bills 975,270
------------
U.S. TREASURY NOTES (22.6%):
2,000,000 7.25%, 11/30/96 2,031,880
1,000,000 6.75%, 6/30/99 1,025,020
1,000,000 6.38%, 7/15/99 1,013,080
2,000,000 6.38%, 1/15/00 2,027,220
1,000,000 7.50%, 5/15/02 1,075,700
1,000,000 6.25%, 2/15/03 1,005,710
1,000,000 5.88%, 2/15/04 978,290
------------
Total U.S. Treasury Notes 9,156,900
------------
U.S. TREASURY STRIPS (3.6%):
2,500,000 6.73%, 11/15/09 995,350
2,000,000 7.00%, 5/15/17 462,360
------------
Total U.S. Treasury Strips 1,457,710
------------
INVESTMENT COMPANIES (1.7%):
697,098 AMCORE Vintage U.S.
Government Obligations Fund 697,098
------------
Total Investment Companies 697,098
------------
Total (Cost-$39,519,248)(b) $ 39,463,200
============

<FN>
(a) Percentages indicated are based on net assets of $40,483,089.
(b) Represents cost for federal income tax purposes and differs from value by net unrealized dep

Unrealized appreciation $ 76,256
Unrealized depreciation (132,304)
-------------
Net unrealized depreciation $ (56,048)
=============
* Variable rate securities with yields that vary with a designated market
index or market rate. The rate ref Portfolio Investments is the effective
rate as of September 30, 1995.

</TABLE>

See notes to financial statements.

<PAGE> 116

THE COVENTRY GROUP
AMCORE VINTAGE MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
(UNAUDITED)

1. ORGANIZATION:

The Coventry Group ("Group") was organized on January 8, 1992 as a
Massachusetts business trust, and is registered under the Investment
Company Act of 1940, as amended ("the 1940 Act"), as a diversified,
open-end management investment company. Between the date of
organization and the date of commencement of operations of the AMCORE
Vintage Balanced Fund and the AMCORE Vintage Fixed Total Return Fund,
(individually, a "Fund"; collectively, the "Funds"), each a series of
the Group, the Funds earned no investment income and had no operations
other than incurring organizational expenses. The Aggressive Growth
Fund, which commenced operations October 3, 1995, is not presented in
these financial statements.

The Group is authorized to issue an unlimited number of shares which
are units of beneficial interest with a par value of $0.01 per share.
Sales of shares of the Funds may be made to the general public.

2. SIGNIFICANT ACCOUNTING PRINCIPLES:

The following is a summary of significant accounting policies followed
by the Funds in the preparation of their financial statements. The
policies are in conformity with generally accepted accounting
principles.

SECURITIES VALUATION:

Investments in common and preferred stocks, commercial paper,
corporate bonds, municipal bonds, U.S. Government securities and U.S.
Government agency securities of the Funds are valued at their market
values determined on the basis of the latest available bid quotation
in the principal market (closing sales prices if the principal market
is an exchange) in which such securities are normally traded.
Investments in investment companies are valued at their respective net
asset values as reported by such companies. Securities, including
restricted securities, for which market quotations are not readily
available, are valued at fair market value by the investment adviser
under the supervision of the Group's Board of Trustees. The
differences between the cost and market values of investments held by
the Funds are reflected as either unrealized appreciation or
depreciation.

SECURITY TRANSACTIONS AND RELATED INCOME:

Security transactions are accounted for on the date the security is
purchased or sold (trade date). Interest income is recognized on the
accrual basis and includes, where applicable, the prorata amortization
of premium or discount. Dividend income is recorded on the
ex-dividend date. Gains or losses realized on sales of securities are
determined by comparing the identified cost of the security lot sold
with the net sales proceeds.

REPURCHASE AGREEMENTS:

The Funds may acquire repurchase agreements from member banks of the
Federal Deposit Insurance Corporation and from financial institutions
such as banks and broker dealers which the investment adviser, AMCORE
Capital Management, Inc. ("AMCORE"), deems creditworthy under
guidelines approved by the Board of Trustees, subject to the seller's
agreement to repurchase such securities at a mutually agreed-upon date
and price. The repurchase price generally equals the price paid by a
Fund plus interest negotiated on

-Continued-
<PAGE> 117
THE COVENTRY GROUP
AMCORE VINTAGE MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
(UNAUDITED)

the basis of current short-term rates, which may be more or less than
the rate on the underlying portfolio securities. The seller, under a
repurchase agreement, is required to maintain the value of collateral
held pursuant to the agreement at not less than the repurchase price
(including accrued interest). Securities subject to repurchase
agreements are held by the Fund's custodian or another qualified
custodian or in the Federal Reserve/Treasury book-entry system.
Repurchase agreements are considered to be loans by a Fund under the
1940 Act.

DIVIDENDS TO SHAREHOLDERS:

Dividends from net investment income are declared and paid quarterly
for the Funds. Distributable net realized capital gains, if any, are
declared and distributed at least annually for each Fund. These
dividends are determined in accordance with income tax regulations
which may differ from generally accepted accounting principles. These
differences are primarily due to deferrals of certain losses.

FEDERAL INCOME TAXES:

It is the policy of each Fund to continue to qualify as a regulated
investment company by complying with the provisions available to
certain investment companies, as defined in applicable sections of the
Internal Revenue Code, and to make distributions of net investment
income and net realized capital gains sufficient to relieve it from
all, or substantially all, Federal income taxes.

OTHER:

Expenses that are directly related to one of the Funds are charged
directly to that Fund. Expenses relating to the Funds collectively
are prorated to the Funds on the basis of each Fund's relative net
assets. Other expenses for the Group are prorated to the Funds and any
other portfolios of the Group on the basis of relative net assets.

3. PURCHASES AND SALES OF SECURITIES:

Purchases and sales of securities (excluding short-term securities) for the
period ended September 30, 1995 are as follows:

<TABLE>
<CAPTION>
Purchases Sales
--------- -----
<S> <C> <C>
Balanced Fund(a) 4,011,011 2,007,188
Fixed Total Return Fund(b) 45,181,316 8,787,052
- ----------
<FN>
(a) For the period from June 1, 1995 (commencement of operations) through
September 30, 1995. (b) For the period from June 15, 1995 (commencement of
operations) through September 30, 1995.
</TABLE>

4. RELATED PARTY TRANSACTIONS:

Pursuant to an investment advisory agreement, investment advisory services are
provided to the Funds by AMCORE. Under the terms of the investment advisory
agreement, AMCORE is entitled to receive fees computed daily based on a
percentage of the average net assets of each Fund.
-Continued-

<PAGE> 118
THE COVENTRY GROUP
AMCORE VINTAGE MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
(UNAUDITED)

The Winsbury Company Limited Partnership d/b/a The Winsbury Company
("Winsbury") is an Ohio limited partnership. The sole general partner of
Winsbury is BISYS Fund Services, Inc. The sole limited partner of Winsbury is
WC Subsidiary Corporation. BISYS Fund Services, Inc., BISYS Fund Services
Ohio, Inc., and WC Subsidiary Corporation are all subsidiaries of The BISYS
Group, Inc. On October 10, 1995, Winsbury changed its name to BISYS Fund
Services Limited Partnership d/b/a BISYS Fund Services.

Winsbury, with whom certain officers and trustees of the Group are affiliated,
serves the Funds as administrator. Such officers and trustees are paid no fees
directly by the Funds for serving as officers and trustees of the Group. Under
the terms of the administration agreement, Winsbury's fees are computed daily
as a percentage of the average net assets of each Fund.

BISYS Fund Services Ohio, Inc., (the "Company") serves the Funds as Transfer
Agent and Fund Accountant. Under the terms of the Transfer Agent and Fund
Accountant Agreements, the Company's fees are computed on the basis of number
of shareholders and average net assets, respectively.

The Group has adopted a Distribution and Shareholder Service Plan in accordance
with Rule 12b-1 under the 1940 Act, pursuant to which the Funds are authorized
to pay or reimburse Winsbury, as distributor, a periodic amount, calculated at
an annual rate not to exceed 0.25% of the average daily net asset value of each
of the Funds. These fees are used by Winsbury to pay banks, including
affiliates of AMCORE, broker dealers and other institutions, or to reimburse
Winsbury or its affiliates, for administration, distribution and shareholder
services in connection with the distribution of Fund shares. No amounts were
paid under the terms of this plan during the period ended September 30, 1995.

AMCORE has agreed that if the aggregate expenses of any of the Funds, as
defined, for any fiscal year exceed the expense limitation of any State having
jurisdiction over the Fund, AMCORE will reimburse to the Fund, or otherwise
bear, such excess. Such limitation did not affect the calculation of the
investment advisory fees during the six months ended September 30, 1995.
Further, fees may be voluntarily reduced to assist the Funds in maintaining
competitive expense ratios.

Information regarding these transactions is as follows for the period ended
September 30, 1995:

<TABLE>
<CAPTION>
Fixed
Balanced Total Return
Fund(a) Fund(b)
------- -------
<S> <C> <C>
INVESTMENT ADVISORY FEES:
Annual fee (percentage
of average net assets) 0.75% 0.75%
Voluntary fee reductions $2,527
ADMINISTRATION FEES:
Annual fee (percentage
of average net assets of certain shares) 0.20% 0.20%
DISTRIBUTION AND SHAREHOLDER SERVICE FEES:
Annual fee (percentage
of average net assets of certain shares) 0.25% 0.25%
TRANSFER AGENT &
FUND ACCOUNTING FEES: $11,353 $12,912
- ----------
<FN>
(a) For the period from June 1, 1995 (commencement of operations) through September 30, 1995.
(b) For the period from June 15, 1995 (commencement of operations) through September 30, 1995.
</TABLE>

<PAGE> 119
THE COVENTRY GROUP
AMCORE VINTAGE MUTUAL FUNDS

<TABLE>
<CAPTION>
Fixed
Total
Balanced Return
Fund Fund
-------------- ---------------
June 1, 1995 to June 15, 1995 to
September 30, September 30,
1995 1995
(a) (a)
----------- ------------
<S> <C> <C>
Net Asset Value, Beginning of Period $ 10.00 $ 10.00
----------- ------------
INVESTMENT ACTIVITIES:
Net investment income 0.10 0.16
Net realized and unrealized
gains (losses) on investments 0.53
----------- ------------
Total from Investment Activities 0.63 0.16
----------- ------------
DISTRIBUTIONS:
Net investment income (0.09) (0.15)
Net realized gains
----------- ------------
Total Distributions (0.09) (0.15)
----------- ------------
Net Asset Value, End of Period $ 10.54 $ 10.01
----------- ------------

Total Return 6.26% (b) 1.59% (b)

RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000 $ 16,788 $ 40,483
Ratio of expenses to average
net assets 1.37% (c) 1.16% (c)
Ratio of net investment income to
average net assets 2.77% (c) 5.65% (c)
Ratio of expenses to average
net assets* 1.37% (c) 1.18% (c)
Ratio of net investment income to
average net assets* 2.77% (c) 5.63% (c)

Portfolio Turnover 13.30% 25.49%
<FN>
* During the period certain fees were voluntarily reduced. If such
voluntary fee reductions had not occurred, the ratios would have been as indicated.

(a) Period from commencement of operations.
(b) Aggregate total return.
(c) Annualized.

</TABLE>
See notes to financial statements.

<PAGE> 120

PART C
------

OTHER INFORMATION
-----------------

Item 24. Financial Statements and Exhibits
- -------- ---------------------------------

(a) Financial Statements
--------------------

1. With respect to AMCORE Vintage U.S. Government Obligations Fund,
AMCORE Vintage Fixed Income Fund, AMCORE Vintage Intermediate Tax-Free
Fund and AMCORE Vintage Equity Fund:

Included in Part A:

Financial Highlights

Incorporated by reference in Part B:

Report of Independent Auditors

Statements of Assets and Liabilities dated March 31, 1995

Statements of Operations for the year ended March 31, 1995

Statements of Changes in Net Assets for the years ended March 31, 1994
and March 31, 1995

Schedules of Portfolio Investments as of March 31, 1995

Notes to Financial Statements

Financial Highlights for the years ended March 31, 1995 and March 31,
1994 and for the periods ended March 31, 1993.

2. With respect to AMCORE Balanced Fund and AMCORE Aggressive Growth Fund:

Included in Part A:

Financial Highlights for the period from commencement of operations
(June 1, 1995) through September 30, 1995 (unaudited)

C-1
<PAGE> 121

Included in Part B:

Statements of Assets and Liabilities dated September 30, 1995
(unaudited)

Statements of Operations for the period from commencement of operations
(June 1, 1995) through September 30, 1995 (unaudited)

Statements of Changes in Net Assets for the period from commencement of
operations (June 1, 1995) through September 30, 1995 (unaudited)

Schedules of Investments as of September 30, 1995 (unaudited)

Notes to Financial Statements (unaudited)

(b) Exhibits
--------

(1) Declaration of Trust1

(2) (a) By-Laws2

(b) Establishment and Designation of four Series of Shares (AMCORE
Vintage U.S. Government Obligations Fund, AMCORE Vintage Equity
Fund, AMCORE Vintage Fixed Income Fund, and AMCORE Vintage
Intermediate Tax-Free Fund)2

(c) Establishment and Designation of three Series of Shares (AMCORE
Vintage Balanced Fund, AMCORE Vintage Aggressive Growth Fund and
AMCOVintage Fixed Total Return Fund)3

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

1 Filed with initial Registration Statement on January 8, 1992.

2 Filed with Post-Effective Amendment No. 2 on September 4, 1992.

3 Filed with Post-Effective Amendment No. 15 on March 17, 1995.

C-2
<PAGE> 122
(3) Not Applicable

(4) Certificates for Shares are not issued. Articles IV, V, VI and VII
of the Declaration of Trust, previously filed as Exhibit 1 hereto,
define rights of holders of Shares.

(5) (a) Investment Advisory Agreement between Registrant and AMCORE
Capital Management, Inc. (with respect to AMCORE Vintage Equity
Fund, AMCORE Vintage Fixed Income Fund, AMCORE Vintage
Intermediate Tax-Free Fund and AMCORE Vintage U.S. Government
Obligations Fund)4

(b) Investment Advisory Agreement between Registrant and AMCORE
Capital Management, Inc. (with respect to AMCORE Vintage
Balanced Fund, AMCORE Vintage Aggressive Growth Fund and AMCORE
Vintage Fixed Total Return Fund)5

(6) Distribution Agreement between Registrant and BISYS Fund Services,
Limited Partnership5

(7) Not Applicable

(8) (a) Custodian Agreement between Registrant and The First National
Bank of Chicago (with respect to AMCORE Vintage Equity Fund,
AMCORE Vintage Fixed Income Fund, AMCORE Vintage Intermediate
Tax-Free Fund and AMCORE Vintage U.S. Government Obligations
Fund)6

(b) Custodian Agreement between Registrant and The First National
Bank of Chicago (with respect to AMCORE Vintage Balanced Fund,
AMCORE Vintage Aggressive Growth Fund and AMCORE Vintage Fixed
Total Return Fund)5

(9) (a) Management and Administration Agreement between the Registrant
and BISYS Fund Services, Limited Partnership (with respect to
AMCORE Vintage Equity Fund, AMCORE Vintage Fixed Income Fund,
AMCORE Vintage Intermediate Tax-Free Fund and

C-3
<PAGE> 123
AMCORE Vintage U.S. Government Obligations Fund)4

(b) Management and Administration Agreement between the Registrant
and BISYS Fund Services, Limited Partnership (with respect to
AMCORE Vintage Balanced Fund, AMCORE Vintage Aggressive Growth
Fund and AMCORE Vintage Fixed Total Return Fund)5

(c) Fund Accounting Agreement between the Registrant and BISYS Fund
Services Ohio, Inc. (with respect to AMCORE Vintage Equity Fund,
AMCORE Vintage Fixed Income Fund, AMCORE Vintage Fixed Income
Fund, AMCORE Vintage Intermediate Tax-Free Fund and AMCORE
Vintage U.S. Government Obligations Fund)4

(d) Fund Accounting Agreement between the Registrant and BISYS Fund
Services Ohio, Inc. Corporation (with respect to AMCORE Vintage
Balanced Fund, AMCORE Vintage Aggressive Growth Fund and AMCORE
Vintage Fixed Total Return Fund)5

(e) Transfer Agency Agreement between the Registrant and BISYS Fund
Services Ohio, Inc. (with respect to AMCORE Vintage Equity Fund,
AMCORE Vintage Fixed Income Fund, AMCORE Vintage Intermediate
Tax-Free Fund and AMCORE Vintage U.S. Government Obligations
Fund)4

(f) Transfer Agency Agreement between the Registrant and BISYS Fund
Services Ohio, Inc. (with respect to AMCORE Vintage Balanced
Fund, AMCORE Vintage Aggressive Growth Fund and AMCORE Vintage
Fixed Total Return Fund)5
- ------------
4 Filed with Post-Effective Amendment No. 4 on November 2, 1992.

5 Filed with Post-Effective Amendment No. 16 on June 1, 1995.

6 Filed with Post-Effective Amendment No. 11 on July 29, 1994.

C-4
<PAGE> 124
(g) Administrative Services Plan5

(10) Opinion and Consent of Counsel7

(11) Consent of Independent Auditors

(12) Not Applicable

(13) Not Applicable

(14) Not Applicable

(15) (a) Distribution and Shareholder Service Plan5

(b) Rule 12b-1 Agreement between the Registrant and AMCORE Bank
Rockford, N.A. (with respect to AMCORE Vintage Equity Fund,
AMCORE Vintage Fixed Income Fund, AMCORE Vintage Intermediate
Tax-Free Fund and AMCORE Vintage U.S. Government Obligations
Fund)2

(c) Rule 12b-1 Agreement between the Registrant and AMCORE Bank
Rockford, N.A. (with respect to AMCORE Vintage Balanced Fund,
AMCORE Vintage Aggressive Growth Fund and AMCORE Vintage Fixed
Total Return Fund)5

(16) Schedules for Computation of Performance Data

Item 25. Persons Controlled by or Under Common Control with Registrant
- ------- -------------------------------------------------------------
Not applicable.

_____________________

7 Filed with Rule 24f-2 Notice on May 25, 1995.

C-5
<PAGE> 125
Item 26. Number of Record Holders
- ------- ------------------------

As of September 30, 1995, the number of record holders of the series
of the Registrant was as follows:

<TABLE>
<S> <C>
AMCORE Vintage U.S. Government Obligations Fund 483
AMCORE Vintage Fixed Income Fund 269
AMCORE Vintage Intermediate Tax-Free Fund 153
AMCORE Vintage Equity Fund 687
AMCORE Vintage Balanced Fund 45
AMCORE Vintage Aggressive Growth Fund 12
AMCORE Vintage Fixed Total Return Fund 16
Brenton U.S. Government Money Market Fund 67
Brenton Intermediate U.S. Government 16
Securities Fund
Brenton Intermediate Tax-Free Fund 11
Brenton Value Equity Fund 279
The Shelby Fund 2

</TABLE>

Item 27. Indemnification
- ------- ---------------

Article IV of the Registrant's Declaration of Trust states as follows:

Section 4.3. Mandatory Indemnification.
----------- -------------------------

(a) Subject to the exceptions and limitations contained in paragraph (b)
below:

(i) every person who is, or has been, a Trustee or officer of the
Trust shall be indemnified by the Trust to the fullest extent
permitted by law against all liability and against all expenses
reasonably incurred or paid by him in connection with any claim,
action, suit or proceeding in which he becomes involved as a party or
otherwise by virtue of his being or having been a Trustee or officer
and against amounts paid or incurred by him in the settlement
thereof; and

(ii) the words "claim," "action," "suit," or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil, criminal,
administrative or other, including appeals), actual or threatened;
and the words "liability" and "expenses" shall include, without
limitation, attorneys fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.

(b) No indemnification shall be provided hereunder to a Trustee or
officer:

C-6
<PAGE> 126
(i) against any liability to the Trust, a Series thereof, or the
Shareholders by reason of a final adjudication by a court or other
body before which a proceeding was brought that he engaged in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office;

(ii) with respect to any matter as to which he shall have been
finally adjudicated not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Trust; or

(iii) in the event of a settlement or other disposition not
involving a final adjudication as provided in paragraph (b)(i) or
(b)(ii) resulting in a payment by a Trustee or officer, unless there
has been a determination that such Trustee or officer did not engage
in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office:

(A) by the court or other body approving the settlement or other
disposition; or

(B) based upon a review of readily available facts (as opposed
to a full trial-type inquiry) by (1) vote of a majority of the
Disinterested Trustees acting on the matter (provided that a
majority of the Disinterested Trustees then in office acts on
the matter) or (2) written opinion of independent legal counsel.

(c) The rights of indemnification herein provided may be insured against
by policies maintained by the Trust, shall be severable, shall not affect
any other rights to which any Trustee or officer may now or hereafter be
entitled, shall continue as to a person who has ceased to be such Trustee
or officer and shall inure to the benefit of the heirs, executors,
administrators and assigns of such person. Nothing contained herein shall
affect any rights to indemnification to which personnel of the Trust other
than Trustees and officers may be entitled by contract or otherwise under
law.

(d) Expenses of preparation and presentation of a defense to any claim,
action, suit or proceeding of the character described in paragraph (a) of
this Section 4.3 may be advanced by the Trust prior to final disposition
thereof upon receipt of an undertaking by or on behalf of the

C-7
<PAGE> 127
recipient to repay such amount if it is ultimately determined that he is
not entitled to indemnification under this Section 4.3, provided that
either:

(i) such undertaking is secured by a surety bond or some other
appropriate security provided by the recipient, or the Trust shall be
insured against losses arising out of any such advances; or

(ii) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees acts on the
matter) or an independent legal counsel in a written opinion shall
determine, based upon a review of readily available facts (as opposed
to a full trial-type inquiry), that there is reason to believe that
the recipient ultimately will be found entitled to indemnification.

As used in this Section 4.3, a "Disinterested Trustee" is one who is not
(i) an Interested Person of the Trust (including anyone who has been
exempted from being an Interested Person by any rule, regulation or order
of the Commission), or (ii) involved in the claim, action, suit or
proceeding.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and
controlling persons of the Registrant by the Registrant pursuant to
the Declaration of Trust or otherwise, the Registrant is aware that
in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and,
therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by trustees, officers or
controlling persons of the Registrant in connection with the
successful defense of any act, suit or proceeding) is asserted by
such trustees, officers or controlling persons in connection with the
shares being registered, the 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
issues.

C-8
<PAGE> 128
Item 28. Business and Other Connections of Investment Adviser and its Officers
and Directors

AMCORE Capital Management, Inc. ("AMCORE") is the investment adviser
for AMCORE Vintage U.S. Government Obligations Fund, AMCORE Vintage
Fixed Income Fund, AMCORE Intermediate Tax-Free Fund, AMCORE Vintage
Equity Fund, AMCORE Vintage Balanced Fund, AMCORE Vintage Aggressive
Growth Fund and AMCORE Vintage Fixed Total Return Fund. AMCORE is
controlled by AMCORE Bank Rockford, N.A. which is a subsidiary of
AMCORE Financial, Inc. Set forth below are the senior officers and
directors of AMCORE and their principal business and other
connections. The Business Address of the officers and directors is
701 Seventh Avenue, Rockford, Illinois 61110.

Position with
Name the Adviser Principal Occupation
- ---- ------------- --------------------
<S> <C> <C>
Jay Evans President and President and Chief
Director Investment Officer,
AMCORE Capital
Management, Inc. (1992 to
Present); Senior Vice
President, AMCORE Bank
N.A., Rockford
(1987-1991)

Elizabeth S. Pierson Treasurer and Vice President and
Director Supervising Portfolio
Manager, AMCORE Capital
Management, Inc.

Lawrence R. Lucy Secretary and Vice President and Senior
Director Portfolio Manager, AMCORE
Capital Management, Inc.

Darrell C. Thompson Assistant Senior Vice President and
Secretary and Senior Equity Director,
Director AMCORE Capital
Management, Inc.

Patricia M. Bonavia Director Vice President and
Product Manager, Vintage
Mutual Fund, AMCORE
Capital Management, Inc.

</TABLE>

C-9
<PAGE> 129
<TABLE>
<CAPTION>

Position with
Name the Adviser Principal Occupation
- ---- ------------- --------------------
<S> <C> <C>
Dean C. Countryman Director Senior Vice President
and Senior Fixed Income
Manager, AMCORE Capital
Management, Inc.

</TABLE>

Item 29. Principal Underwriter
- ------- ---------------------

(a) BISYS Fund Services, Limited Partnership ("BISYS Fund Services")

acts as distributor and administrator for Registrant. BISYS Fund
Services also distributes the securities of The Victory Funds, The
Riverfront Funds, Inc., The HighMark Group, The Parkstone Group of
Funds, The BB&T Mutual Funds Group, the Summit Investment Trust, the
Qualivest Funds, The ARCH Fund, Inc., the American Performance Funds,
The Sessions Group, the Pacific Capital Funds, the AmSouth Mutual
Funds, the MMA Praxis Mutual Funds, the MarketWatch Funds and
M.S.D.&T Funds, each of which is an open-end management investment
company.

(b) Partners of BISYS Fund Services, as of September 30, 1995, were as
follows:
<TABLE>
<CAPTION>
Positions and Positions and
Name and Principal Offices with Offices with
Business Address BISYS Fund Services Registrant
- ---------------- ------------------- ----------
<S> <C> <C>
BISYS Fund Services Inc. Sole General Partner None
3435 Stelzer Road
Columbus, Ohio 43219

WC Subsidiary Corporation Sole Limited Partner None
150 Clove Road
Little Falls, New Jersey 07424

The BISYS Group, Inc. Sole Shareholder None
150 Clove Road
Little Falls, New Jersey 07424
</TABLE>

Item 30. Location of Accounts and Records
- ------- --------------------------------

The accounts, books, and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of
1940 and rules promulgated

C-10
<PAGE> 130

thereunder are in the possession of AMCORE Capital Management, Inc.,
501 Seventh Avenue, Rockford, Illinois 61110 (records relating to its
function as adviser), BISYS Fund Services, Limited Partnership, 3435
Stelzer Road, Columbus, Ohio 43219 (records relating to its functions
as general manager, administrator and distributor), and BISYS Fund
Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219 (records
relating to its functions as transfer agent).

Item 31. Management Services

Not Applicable.

Item 32. Undertakings.

(a) Not Applicable.

(b) Not Applicable.

(c) Registrant undertakes to furnish each person to whom a
prospectus is delivered a copy of the Registrant's latest annual
report to shareholders, upon request and without charge, in the
event that the information called for by Item 5A of Form N-1A
has been presented in the Registrant's latest annual report to
shareholders.

(d) Registrant undertakes to call a meeting of Shareholders for the
purpose of voting upon the question of removal of a Trustee or
Trustees when requested to do so by the holders of at least 10%
of the Registrant's outstanding shares of beneficial interest
and in connection with such meeting to comply with the
shareholders communications provisions of Section 16(c) of
the Investment Company Act of 1940.

C-11
<PAGE> 131

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Post-Effective
Amendment No. 22 to its Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Washington in the
District of Columbia on the 17th day of November, 1995.

THE COVENTRY GROUP

By: Roy E. Rogers
------------------------
Roy E. Rogers, President*

By: Jeffrey L. Steele
--------------------------------------
Jeffrey L. Steele, as attorney-in-fact

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated:

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----

<S> <C> <C>
Roy E. Rogers Chairman, President November 17, 1995
- --------------------- and Trustee
Roy E. Rogers* (Principal Executive
Officer)

Chalmers P. Wylie Trustee November 17, 1995
- ---------------------
Chalmers P. Wylie**

Maurice G. Stark Trustee November 17, 1995
- ---------------------
Maurice G. Stark*

Michael M. Van Buskirk Trustee November 17, 1995
- ----------------------
Michael M. Van Buskirk*
</TABLE>

<S> <C> <C>
Walter B. Grimm Trustee November 17, 1995
- ---------------------
Walter B. Grimm***

William J. Tomko Treasurer November 17, 1995
- --------------------- (Principal
William J. Tomko* Financial and
Accounting Officer)

By: Jeffrey L. Steele
---------------------------
Jeffrey L. Steele,
as attorney-in-fact

<FN>
* Pursuant to power of attorney filed with Pre-Effective Amendment No. 3 on
April 6, 1992.
** Pursuant to power of attorney filed with Post-Effective Amendment No. 6 on
May 4, 1993.
*** Pursuant to power of attorney filed with Post-Effective Amendment No. 9 on
April 18, 1994.
</TABLE>
<PAGE> 133

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

EXHIBITS
FILED
WITH

POST-EFFECTIVE AMENDMENT NO. 22

TO THE
REGISTRATION STATEMENT

THE COVENTRY GROUP
<PAGE> 134

INDEX TO EXHIBITS
(FOR POST-EFFECTIVE AMENDMENT NO. 22)

<TABLE>
<CAPTION>
EXHIBIT NO.
UNDER PART C
OF FORM N-1A NAME OF EXHIBIT
- ------------ ---------------
<S> <C>
11 Consent of Independent Auditors

16 Schedules Showing Computation of Performance
</TABLE>

<PAGE> 1

EXHIBIT 11

CONSENT OF INDEPENDENT AUDITORS
<PAGE> 2

EXHIBIT 11

CONSENT OF INDEPENDENT AUDITORS

We consent to the references to our firm under the caption "Financial
Highlights" in the Prospectus and under the captions "Independent Auditors" and
"Financial Statements" in the Statement of Additional Information, both
included in Post-Effective Amendment No. 22 to the Registration Statement (Form
N-1A No. 33-44964) of the AMCORE Vintage Mutual Funds, one of the series of
portolios constituting The Coventry Group, and to the use of our report dated
May 5, 1995, incorporated by reference therein.

Columbus, Ohio
November 17, 1995

<PAGE> 1

EXHIBIT 16

SCHEDULES SHOWING COMPUTATION OF PERFORMANCE
<PAGE> 2
THE COVENTRY GROUP
EXHIBIT 16
30-DAY S.E.C. YIELD CALCULATIONS
AMCORE VINTAGE FIXED TOTAL RETURN FUND

(a-b)
--------------
30-Day S.E.C. Yield Equation = 2 *{[( (cd) +1) to the sixth power]-1} =

WHERE a = Dividends and interest earned during the period

b = Expenses accrued for the period (net of reimbursements)

c = The average daily number of shares outstanding during
the period that were entitled to receive dividends

d = The maximum offering price (NAV for No Load) per
share on the last day of the period

WITHOUT 0.00% LOAD:

( 215,316.24 - 38,477.79 )
------------------------------
= 2 *{[( +1) to the sixth power]-1} = 5.42%
( 3,958,428.146 * 10.01 )

The performance was computed based on the thirty day period ending
September 30, 1995

<PAGE> 3
THE COVENTRY GROUP
EXHIBIT 16
TOTAL RETURN
VARIABLE FUNDS
NO LOAD CALCULATIONS
AMCORE VINTAGE FIXED TOTAL RETURN FUND

AGGREGATE TOTAL RETURN
WITH SALES LOAD OF: 0.00%
----------------------------
T = (ERV/P) - 1

WHERE: T = TOTAL RETURN

ERV = ENDING REDEEMABLE VALUE AT THE END
OF THE PERIOD OF A HYPOTHETICAL
$1,000 INVESTMENT MADE AT THE
BEGINNING OF THE PERIOD.

P = A HYPOTHETICAL INITIAL PAYMENT OF $1,000.

EXAMPLE:

SINCE INCEPTION: ( 06/15/95 TO 09/30/95 ):
( 1,015.9 /1,000) - 1 = 1.59%
YEAR TO DATE: ( 06/15/95 TO 09/30/95 ):
( 1,015.9 /1,000) - 1 = 1.59%
QUARTERLY: ( 07/01/95 TO 09/30/95 ):
( 1,016.7 /1,000) - 1 = 1.67%
MONTHLY: ( 08/31/95 TO 09/30/95 ):
( 1,007.6 /1,000) - 1 = 0.76%

<PAGE> 4
THE COVENTRY GROUP
EXHIBIT 16
30-DAY S.E.C. YIELD CALCULATIONS
AMCORE VINTAGE BALANCED FUND

(a-b)
----------------
30-Day S.E.C. Yield Equation=2 *{[( (cd) +1) to the sixth power]-1} =

WHERE a = Dividends and interest earned during the period

b = Expenses accrued for the period (net of reimbursements)

c = The average daily number of shares outstanding during
the period that were entitled to receive dividends

d = The maximum offering price (NAV for No Load) per
share on the last day of the period

WITHOUT 0.00% LOAD:

( 55,166.83 - 18,012.53 )
----------------------------
=2 *{[( +1) to the sixth power]-1} = 2.73%
( 1,559,608.495 * 10.54 )

The performance was computed based on the thirty September 30, 1995

<PAGE> 5
THE COVENTRY GROUP
EXHIBIT 16
TOTAL RETURN
VARIABLE FUNDS
NO LOAD CALCULATIONS
AMCORE VINTAGE BALANCED FUND

AGGREGATE TOTAL RETURN
WITH SALES LOAD OF: 0.00%
----------------------------

T = (ERV/P) - 1

WHERE: T = TOTAL RETURN

ERV = ENDING REDEEMABLE VALUE AT THE END
OF THE PERIOD OF A HYPOTHETICAL
$1,000 INVESTMENT MADE AT THE
BEGINNING OF THE PERIOD.

P = A HYPOTHETICAL INITIAL PAYMENT OF $1,000.

EXAMPLE:

SINCE INCEPTION: ( 06/01/95 TO 09/30/95 ):
( 1,062.6 /1,000) - 1 = 6.26%
YEAR TO DATE: ( 06/01/95 TO 09/30/95 ):
1,062.6 /1,000) - 1 = 6.26%
QUARTERLY: ( 07/01/95 TO 09/30/95 ):
1,047.4 /1,000) - 1 = 4.74%
MONTHLY: ( 08/31/95 TO 09/30/95 ):
1,024.1 /1,000) - 1 = 2.41%