VINTAGE MUTUAL FUNDS INC
497, 1999-07-30
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<PAGE>

FOR MORE INFORMATION ABOUT THE FUNDS, the following documents are available upon
request:

ANNUAL/SEMI-ANNUAL REPORTS TO SHAREHOLDERS

Annual and Semi-annual Reports to shareholders contain additional information on
each Fund's investments. In the Annual Report, you will find a discussion of the
market  conditions and investment  strategies that  significantly  affected each
Fund's performance during its last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The Vintage Funds have an SAI,  which contains more detailed  information  about
each Fund, including its operations and investment  policies.  The Funds' SAI is
incorporated by reference into (and is legally part of) this Prospectus.

You may request a free copy of the current Annual/Semi-Annual report or the SAI,
by contacting your broker or other financial intermediary,  or by contacting the
Funds:

By mail:                  c/o Vintage Mutual Funds, Inc.
                                  Dept. L-1392
                             Columbus, OH 43260-1392

By phone:                  For Information and Literature:    (800) 438-6375

By e-mail:                 [email protected]

By the Internet:  www.VintageFunds.com

Or you may view or obtain these documents from the SEC:

In person:                 at the SEC's Public Reference Room in Washington,
                           D.C.

By phone:                  1-800-SEC-0330 (For Information Only)

By mail:                   Public Reference Section
                           Securities and Exchange Commission
                           Washington, DC 20549-6009
                           (Duplicating fee required)

On the Internet:  www.sec.gov

The Vintage Funds may not be available in all states.  Please  contact the Funds
to determine if the Funds are available for sale in your state.

File No. 811-08910

<PAGE>

                              Vintage Mutual Funds







                                GOVERNMENT ASSETS
                          LIQUID ASSETS, T and I Shares
                        MUNICIPAL ASSETS, T and I Shares
                              VINTAGE LIMITED TERM
                                  VINTAGE BOND
                                 VINTAGE INCOME
                             VINTAGE MUNICIPAL BOND
                                VINTAGE BALANCED
                         VINTAGE EQUITY, S and T Shares
                            VINTAGE AGGRESSIVE GROWTH





                                Prospectus dated
                                  July 29, 1999















AS WITH OTHER MUTUAL  FUNDS,  THE  SECURITIES  AND EXCHANGE  COMMISSION  HAS NOT
APPROVED OR  DISAPPROVED  THESE  SECURITIES  OR PASSED UPON THE ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>


                      INVESTMENT ADVISER AND ADMINISTRATOR
                           Investors Management Group
                                2203 Grand Avenue
                             Des Moines, Iowa 50312

                                   Distributor
                     BISYS FUND SERVICES LIMITED PARTNERSHIP
                                3435 Stelzer Road
                              Columbus, Ohio 43219

                                  Legal Counsel
                  CLINE, WILLIAMS, WRIGHT, JOHNSON & OLDFATHER
                            1900 First Bank Building
                             Lincoln, Nebraska 68508


<PAGE>


                                TABLE OF CONTENTS

RISK/RETURN SUMMARY                               2
VINTAGE MONEY MARKET FUNDS                        3
VINTAGE BOND FUNDS                                5
VINTAGE BALANCED FUND                             9
VINTAGE STOCK FUNDS                               10

FEES AND EXPENSES OF THE FUNDS                    12

DESCRIPTION OF THE FUNDS                          14
     GOVERNMENT ASSETS FUND                       15
     LIQUID ASSETS FUND                           15
     MUNICIPAL ASSETS FUND                        15
     VINTAGE LIMITED TERM BOND FUND               16
     VINTAGE BOND FUND                            17
     VINTAGE INCOME FUND                          17
     VINTAGE MUNICIPAL BOND FUND                  17
     VINTAGE BALANCED FUND                        19
     VINTAGE EQUITY FUND                          20
     VINTAGE AGGRESSIVE GROWTH FUND               20

MANAGEMENT OF THE FUNDS                           23

PURCHASE AND SALE OF SHARES                       25
     HOW THE FUNDS VALUE THEIR SHARES             25
     HOW TO BUY SHARES                            25
     HOW TO EXCHANGE SHARES                       26
     HOW TO SELL SHARES                           27
     AUTO WITHDRAWAL PLAN                         28
     AUTOMATIC REDEMPTION                         28

DIVIDENDS, DISTRIBUTIONS, AND TAXES               29

DISTRIBUTION ARRANGEMENTS                         31

FINANCIAL HIGHLIGHTS                              33

FOR MORE INFORMATION ABOUT
THE FUNDS                                      BACK COVER



<PAGE>


RISK/RETURN SUMMARY

The following is a summary of certain key information  about the Funds. You will
find additional information about the Funds after this summary.

In this summary,  we will  identify  certain kinds of risks that apply to one or
more of the Funds. These risks are:

     Market Risk.  This is the risk that market  influences will affect expected
     returns of all equities and bonds in ways that were not anticipated.

     Interest  Rate Risk.  This is the risk that returns will be better or worse
     than expected because of changes in the level of interest rates.

     Credit Risk.  This is the risk associated with the ability of the firm that
     issues securities to meet its obligations on those securities.

The summary also describes specific risks that may apply to one Fund.

The  Risk/Return  Summary  includes a bar chart for each Fund showing its annual
returns and a table showing its average  annual  returns.  The bar chart and the
table provide an indication of the historical risk of an investment in each Fund
by showing:

     changes in the Fund's  performance  from year to year over 10 years or, if
     less, the life of the Fund; and

     how the Fund's average  annual returns for one, five, and 10 years,  or,
     if  less,  the life of the  Fund,  compare  to  those  of a  broad-based
     securities market index.

A Fund's past performance,  of course, does not necessarily indicate how it will
perform in the future.

OTHER IMPORTANT THINGS FOR YOU TO NOTE:

     You may lose money by investing in a Fund.

     An investment in a Fund is not a deposit in a bank and is not insured or
     guaranteed by the Federal  Deposit  Insurance  Corporation  or any other
     government agency.

VINTAGE MONEY MARKET FUNDS

GOVERNMENT ASSETS FUND
LIQUID ASSETS FUND
MUNICIPAL ASSETS FUND


OBJECTIVES.  The  investment  objectives of the Money Market Funds are safety of
principal and liquidity,  and to the extent  consistent  with these  objectives,
maximum current income.  The Municipal  Assets Fund seeks current income that is
exempt from federal income taxes.

PRINCIPAL INVESTMENT STRATEGIES. The Funds are "money market funds" that seek to
maintain a stable  net asset  value of $1.00 per share.  Each Fund  pursues  its
objectives by maintaining a portfolio of high-quality  money market  securities.
Each Fund primarily invests in:

     Government Assets Fund:  U.S. Treasury bills or notes and other obligations
     issued or guaranteed by the U.S. Government or its agencies or
     instrumentalities.

     Liquid Assets Fund:  U.S. Treasury bills or notes and other obligations
     issued or guaranteed by the U.S. Government, its agencies or
     instrumentalities, and high-quality commercial paper and corporate
     obligations.

     Municipal Assets Fund:  High-quality, tax-exempt debt obligations of state
     and municipal governments.

PRINCIPAL  RISKS. The principal risks of investing in the Money Market Funds are
interest  rate risk and credit  risk.  Although  the Funds seek to preserve  the
value of your  investment  at $1.00 per share,  it is  possible to lose money by
investing in the Funds.

BAR CHART AND PERFORMANCE INFORMATION

The  bar  charts  and  performance  information  provide  an  indication  of the
historical risk of an investment in the Funds.

You may obtain current yield information for any Fund by calling 1-800-438-6375.


GOVERNMENT ASSETS
FUND
                         [CHART]
<TABLE>
<CAPTION>
                         1993     1994     1995     1996     1997     1998
                         --------------------------------------------------
                         <S>      <C>      <C>      <C>      <C>      <C>
                         2.70%    3.69%    5.39%    4.66%    4.77%    4.77%
</TABLE>

                         During the period  shown in the bar chart,  the highest
                         return for a quarter was 1.36% (quarter ending 6/30/95)
                         and the lowest return for a quarter was 0.66%  (quarter
                         ending 3/31/93).

                         The total  return for the 6 months  ended June 30, 1999
                         was 2.07%.
<TABLE>
<CAPTION>
                         --------------------------------------------------------------
                                  AVERAGE ANNUAL TOTAL RETURN (AS OF 12/31/98)
                         --------------------------------------------------------------
                                                                              Since
                                                        1 Year   5 Year    Inception
                         --------------------------------------------------------------
                         <S>                             <C>      <C>        <C>
                         Government Assets               4.77%    4.65%      4.32%*
                         --------------------------------------------------------------
                         *Inception Date 12/21/92
</TABLE>


                                      -3-
<PAGE>

LIQUID ASSETS FUND       The annual returns in the bar chart are for the Fund's
                         Class I Shares.

                         [CHART]

<TABLE>
<CAPTION>
                         1997     1998
                         -------------
                         <S>      <C>
                         5.43%    5.08%
</TABLE>

                         During the period  shown in the bar chart,  the highest
                         return for a quarter was 1.36% (quarter ending
                         12/31/97) and the lowest return for a quarter was 1.15%
                         (quarter ending 12/31/98).

                         The total  return for the 6 months  ended June 30, 1999
                         was 2.19%.
<TABLE>
<CAPTION>
                         -----------------------------------------------------------
                                       AVERAGE ANNUAL TOTAL RETURN (AS OF 12/31/98)
                                                           1 Year   Since Inception*
                         -----------------------------------------------------------
                         <S>                                <C>          <C>
                         Liquid Assets T                    4.91%        5.04%*
                         -----------------------------------------------------------
                         Liquid Assets I                    5.08%        5.26%*
                         -----------------------------------------------------------
                         *Inception Date 10/15/96.
</TABLE>

MUNICIPAL ASSETS   The annual returns in the bar chart are for the Fund's
FUND               Class I Shares.


                         [CHART]


<TABLE>
<CAPTION>
                         1997     1998
                         -------------
                         <S>      <C>
                         3.50%    3.06%
</TABLE>

                         During the period  shown in the bar chart,  the highest
                         return for a quarter was 0.91% (quarter ending
                         12/31/97) and the lowest return for a quarter was 0.71%
                         (quarter ending 12/31/98).

                         The total  return for the 6 months  ended June 30, 1999
                         was 1.28%.
<TABLE>
<CAPTION>
                         ----------------------------------------------------------
                                    AVERAGE ANNUAL TOTAL RETURN (AS OF 12/31/98)
                                                          1 Year   Since Inception*
                         ----------------------------------------------------------
                         <S>                               <C>          <C>
                         Municipal Assets T                2.90%        3.09%
                         ----------------------------------------------------------
                         Municipal Assets I                3.06%        3.31%
                         ----------------------------------------------------------
                         *Inception Date 10/15/96.
</TABLE>
                                      -4-
<PAGE>
                         VINTAGE BOND FUNDS

VINTAGE LIMITED          OBJECTIVE. The Fund's investment objective is total
TERM BOND FUND           return from a portfolio of limited-term fixed-income
                         securities.

                         PRINCIPAL  INVESTMENT  STRATEGIES.   The  Fund  invests
                         primarily in a  diversified  portfolio of  fixed-income
                         securities,  including corporate debt securities,  U.S.
                         Government securities, and mortgage-related securities.
                         The Fund  normally  invests  more than 65% of its total
                         assets in  fixed-income  securities  rated  within  the
                         three  highest  rating  categories  or, if unrated,  of
                         comparable  quality.  The Fund  expects  to  maintain a
                         dollar-weighted  average  portfolio  maturity of 1 to 4
                         years.

                         The Fund seeks total return a  combination  of interest
                         income  from  its  investments   and   appreciation  or
                         depreciation in the value of the  securities.  The Fund
                         selects investments based on both capital  appreciation
                         and depreciation adjusted periodically based on various
                         factors, including average maturity.

                         PRINCIPAL  RISKS.  The principal  risks of investing in
                         the Fund are interest  rate risk and credit  risk.  The
                         Fund's investments in mortgage-related  securities have
                         prepayment  risk, which is the risk that mortgage loans
                         will be prepaid when interest rates decline forcing the
                         Fund to  reinvest  in  securities  with lower  interest
                         rates.  For this and  other  reasons,  mortgage-related
                         securities  may have  significantly  greater  price and
                         yield   volatility   than   traditional    fixed-income
                         securities.

                         BAR CHART AND PERFORMANCE INFORMATION

                         The bar chart and  performance  information  provide an
                         indication of the  historical  risk of an investment in
                         the Fund.

                         [CHART]

<TABLE>
<CAPTION>
                         1996     1997     1998
                         -----------------------
                         <S>      <C>      <C>
                         1.78%    6.70%    6.10%
</TABLE>

                         During the period  shown in the bar chart,  the highest
                         return  for  a  quarter  was  3.48%   (quarter   ending
                         12/31/95)  and the  lowest  return  for a  quarter  was
                         -1.64% (quarter ending 3/31/96).

                         The total  return for the 6 months  ended June 30, 1999
                         was 0.44%.
<TABLE>
<CAPTION>
                         ----------------------------------------------------------------
                                    AVERAGE ANNUAL TOTAL RETURN (AS OF 12/31/98)
                                                                               Since
                                                                     1 Year  Inception*
                         ----------------------------------------------------------------
                         <S>                                          <C>       <C>
                         Vintage Limited Term Bond                    6.10%     5.55%
                         ----------------------------------------------------------------
                         Merrill Lynch 1-5 Yr. Gov't/Corp.            7.68%     7.03%
                         ----------------------------------------------------------------
                         Lehman Aggregate                             8.42%     8.26%
                         ----------------------------------------------------------------
                         *Inception Date 06/15/95
</TABLE>


                         AN INDEX?  An "index" is a formula  used to measure the
                         performance  of a  particular  part of the  market  and
                         compare against a Fund's performance.


<PAGE>

VINTAGE BOND FUND        OBJECTIVE. The Fund's investment objective is income
                         and capital appreciation, consistent with the
                         preservation of capital.

                         PRINCIPAL  INVESTMENT  STRATEGIES.   The  Fund  invests
                         primarily in a  diversified  portfolio of  fixed-income
                         securities,  including corporate debt securities,  U.S.
                         Government securities, and mortgage-related securities.
                         The Fund  normally  invests  more than 65% of its total
                         assets in  fixed-income  securities  rated  within  the
                         three  highest  rating  categories  or, if unrated,  of
                         comparable  quality.  The Fund  expects  to  maintain a
                         dollar-weighted  average portfolio  maturity of 4 to 10
                         years.

                         The Fund seeks to invest in fixed-income  securities to
                         achieve both current income and appreciation.  The Fund
                         selects investments based on various factors, including
                         average maturity and interest rate outlook.

                         PRINCIPAL  RISKS.  The principal  risks of investing in
                         the Fund are interest  rate risk and credit  risk.  The
                         Fund's investments in mortgage-related  securities have
                         prepayment  risk, which is the risk that mortgage loans
                         will be prepaid when interest rates decline forcing the
                         Fund to  reinvest  in  securities  with lower  interest
                         rates.  For this and  other  reasons,  mortgage-related
                         securities  may have  significantly  greater  price and
                         yield   volatility   than   traditional    fixed-income
                         securities.

                         BAR CHART AND PERFORMANCE INFORMATION

                         The bar chart and  performance  information  provide an
                         indication of the  historical  risk of an investment in
                         the Fund.

                         [CHART]

<TABLE>
<CAPTION>
                         1996     1997     1998
                         -----------------------
                         <S>      <C>      <C>
                         2.40%    9.16%    7.83%
</TABLE>

                         During the period  shown in the bar chart,  the highest
                         return  for  a  quarter  was  5.00%   (quarter   ending
                         12/31/95)  and the  lowest  return  for a  quarter  was
                         -2.90% (quarter ending 3/31/96).

                         The total  return for the 6 months  ended June 30, 1999
                         was -0.52%.
<TABLE>
<CAPTION>
                         -------------------------------------------------------------
                                 AVERAGE ANNUAL TOTAL RETURN (AS OF 12/31/98)
                                                                              Since
                                                                 1 Year    Inception*
                         -------------------------------------------------------------
                         <S>                                     <C>         <C>
                         Vintage Bond                            7.83%       7.31%
                         -------------------------------------------------------------
                         Lehman Aggregate                        8.67%       8.33%
                         -------------------------------------------------------------
                         *Inception Date 07/07/95
</TABLE>


                         AN INDEX?  An "index" is a formula  used to measure the
                         performance  of a  particular  part of the  market  and
                         compare against a Fund's performance.

                                      -6-
<PAGE>

VINTAGE INCOME           OBJECTIVE. The Fund's investment objective is current
FUND                     income, consistent with the preservation of capital.

                         PRINCIPAL  INVESTMENT  STRATEGIES.   The  Fund  invests
                         primarily in a  diversified  portfolio of  fixed-income
                         securities, including mortgage-related securities, U.S.
                         Government securities,  and corporate debt obligations.
                         The Fund  normally  invests  more than 65% of its total
                         assets in  fixed-income  securities  rated  within  the
                         three  highest  rating  categories  or, if unrated,  of
                         comparable    quality.    The    Fund    maintains    a
                         dollar-weighted  average portfolio  maturity of 4 to 10
                         years.  The Fund invests in fixed income  securities to
                         achieve current income and selects investments based on
                         factors such as maturity and current income.

                         PRINCIPAL  RISKS.  The principal  risks of investing in
                         the Fund are interest rate and credit risk.  The Fund's
                         investments   in   mortgage-related   securities   have
                         prepayment  risk, which is the risk that mortgage loans
                         will be prepaid when interest rates decline forcing the
                         Fund to  reinvest  in  securities  with lower  interest
                         rates.  For this and  other  reasons,  mortgage-related
                         securities  may have  significantly  greater  price and
                         yield   volatility   than   traditional    fixed-income
                         securities.

                         BAR CHART AND PERFORMANCE INFORMATION

                         The bar chart and  performance  information  provide an
                         indication of the  historical  risk of an investment in
                         the Fund.

                         [CHART]

<TABLE>
<CAPTION>
                         1993     1994     1995     1996     1997     1998
                         ---------------------------------------------------
                         <S>      <C>      <C>      <C>      <C>      <C>
                         9.02%    -3.14%   14.50%   2.81%    7.14%    7.10%
</TABLE>

                         During the period  shown in the bar chart,  the highest
                         return for a quarter was 4.64% (quarter ending 6/30/95)
                         and the lowest return for a quarter was -2.27% (quarter
                         ending 3/31/94).

                         The total  return for the 6 months  ended June 30, 1999
                         was -1.03%.
<TABLE>
<CAPTION>
                         ----------------------------------------------------------------
                                   AVERAGE ANNUAL TOTAL RETURN (AS OF 12/31/98)
                                                                               Since
                                                          1 Year    5 Year    Inception*
                         ----------------------------------------------------------------
                         <S>                              <C>       <C>         <C>
                         Vintage Income                   7.10%     5.53%       6.14%
                         ----------------------------------------------------------------
                         Lehman Int. Gov't/Corp.          8.42%     6.60%       7.05%
                         ----------------------------------------------------------------
                         Lehman Aggregate                 8.67%     7.27%       7.77%
                         ----------------------------------------------------------------
                         *Inception Date 12/15/92
</TABLE>
                         AN INDEX?  An "index" is a formula  used to measure the
                         performance  of a  particular  part of the  market  and
                         compare against a Fund's performance.

                                      -7-
<PAGE>

VINTAGE                  OBJECTIVE. The Fund's investment objective is current
MUNICIPAL BOND           income that is exempt from federal income taxes,
FUND                     consistent with the preservation of capital.

                         PRINCIPAL  INVESTMENT  STRATEGIES.  The Fund invests at
                         least 80% of its net assets in a diversified  portfolio
                         of  fixed-income  securities with income that is exempt
                         from  federal  income  taxes and is not  subject to the
                         federal  alternative  minimum  tax. The Fund expects to
                         maintain a dollar-weighted  average portfolio  maturity
                         of 4 to 10  years.  While  the Fund  expects  to invest
                         primarily in higher-rated municipal securities,  it may
                         invest  up  to  25%  of  its  total   assets  in  below
                         investment  grade  securities  (commonly known as "junk
                         bonds").

                         PRINCIPAL  RISKS.  The principal  risks of investing in
                         the Fund are interest rate risk and credit risk. To the
                         extent the Fund invests in lower-rated securities, your
                         investment  is subject to more  credit risk than a fund
                         that invests  solely in  higher-rated  securities.  The
                         Fund's  investments in municipal income securities also
                         have the risk that special factors may adversely affect
                         the   value  of   municipal   securities   and  have  a
                         significant   effect  on  the   value  of  the   Fund's
                         investments.   These  factors   include   political  or
                         legislative changes,  uncertainties  related to the tax
                         status  of  municipal   securities  or  the  rights  of
                         investors in these securities.

                         BAR CHART AND PERFORMANCE INFORMATION

                         The bar chart and  performance  information  provide an
                         indication of the  historical  risk of an investment in
                         the Fund.

                         [CHART]

<TABLE>
<CAPTION>
                         1994     1995     1996     1997     1998
                         -----------------------------------------
                         <S>      <C>      <C>      <C>      <C>
                         -5.37%   15.09%   3.05%    6.59%    4.83%
</TABLE>

                         During the period  shown in the bar chart,  the highest
                         return for a quarter was 6.39% (quarter ending 3/31/95)
                         and the lowest return for a quarter was -4.39% (quarter
                         ending 3/31/94).

                         The total  return for the 6 months  ended June 30, 1999
                         was -1.22%.
<TABLE>
<CAPTION>
                         -------------------------------------------------------------------
                                   AVERAGE ANNUAL TOTAL RETURN (AS OF 12/31/98)
                                                                                  Since
                                                                1 Year   5 Year  Inception*
                         -------------------------------------------------------------------
                         <S>                                    <C>      <C>       <C>
                         Vintage Municipal Bond                 4.83%    4.63%     5.38%
                         -------------------------------------------------------------------
                         Merrill Lynch Int. Muni Bond           6.27%    5.84%     6.23%
                         -------------------------------------------------------------------
                         *Inception Date 02/16/93
</TABLE>
                         AN INDEX?  An "index" is a formula  used to measure the
                         performance  of a  particular  part of the  market  and
                         compare against a Fund's performance.

                                      -8-
<PAGE>

                         VINTAGE BALANCED FUND

VINTAGE                  OBJECTIVE. The Fund's investment objective is long-term
BALANCED FUND            growth of capital and income.

                         PRINCIPAL  INVESTMENT  STRATEGIES.   The  Fund  invests
                         primarily   in  a   diversified   portfolio  of  equity
                         securities and  fixed-income  securities.  The Fund may
                         invest  up  to  75%  of  its  total  assets  in  equity
                         securities,  primarily large  capitalization  companies
                         with  strong  earnings  potential.  The  Fund  normally
                         invests   at  least   25%  of  its   total   assets  in
                         fixed-income securities,  of which 65% will be invested
                         in fixed-income  securities  rated in the three highest
                         rating   categories  or,  if  unrated,   of  comparable
                         quality. The Fund expects to maintain a dollar-weighted
                         average  portfolio  maturity  of 4 to 10 years  for its
                         investments in fixed-income securities.

                         PRINCIPAL  RISKS.  The principal  risks of investing in
                         the Fund are  market  risk,  interest  rate  risk,  and
                         credit risk. The Fund's  investments in both equity and
                         fixed-income  securities have allocation risk, which is
                         the risk that the allocation of the investments between
                         equity and debt securities may have a more  significant
                         effect on the Fund's net asset  value when one of these
                         asset classes is performing more poorly than the other.

                         BAR CHART AND PERFORMANCE INFORMATION

                         The bar chart and  performance  information  provide an
                         indication of the  historical  risk of an investment in
                         the Fund.

                         [CHART]

<TABLE>
<CAPTION>
                         1996     1997     1998
                         ------------------------
                         <S>      <C>      <C>
                         13.48%   22.82%   20.71%
</TABLE>

                         During the period  shown in the bar chart,  the highest
                         return  for  a  quarter  was  16.95%   (quarter  ending
                         12/31/98)  and the  lowest  return  for a  quarter  was
                         -7.25% (quarter ending 9/30/98).

                         The total  return for the 6 months  ended June 30, 1999
                         was 4.93%.
<TABLE>
<CAPTION>
                         ----------------------------------------------------------------------
                                       AVERAGE ANNUAL TOTAL RETURN (AS OF 12/31/98)
                                                                                     Since
                                                                          1 Year   Inception*
                         ----------------------------------------------------------------------
                         <S>                                              <C>        <C>
                         Vintage Balanced                                 20.71%     19.03%
                         ----------------------------------------------------------------------
                         S&P 500                                          28.58%     28.64%
                         ----------------------------------------------------------------------
                         Lehman Int. Gov't/Corp.                           8.42%      7.24%
                         ----------------------------------------------------------------------
                         50% S&P 500 / 50% Lehman Int. Gov't/Corp.        18.50%     17.88%
                         ----------------------------------------------------------------------
                         *Inception Date 06/0/95
</TABLE>

                         AN INDEX?  An "index" is a formula  used to measure the
                         performance  of a  particular  part of the  market  and
                         compare against a Fund's performance.

                                      -9-
<PAGE>

                         VINTAGE STOCK FUNDS

VINTAGE EQUITY           OBJECTIVE. The Fund's investment objective is long-term
FUND                     capital appreciation.

                         PRINCIPAL  INVESTMENT  STRATEGIES.  The Fund invests at
                         least 75% of its total assets in equity securities. The
                         Fund invests mainly in large  capitalization  companies
                         with strong  earnings  potential.  The Fund attempts to
                         achieve higher overall return while  minimizing risk by
                         investing in these large capitalization  companies with
                         strong earnings potential.

                         PRINCIPAL RISKS. The principal risk of investing in the
                         Fund is market risk.

                         BAR CHART AND PERFORMANCE INFORMATION

                         The bar chart and  performance  information  provide an
                         indication of the  historical  risk of an investment in
                         the Fund.

                         The annual  returns in the bar chart are for the Fund's
                         S Shares.

                         [CHART]

<TABLE>
<CAPTION>
                         1993     1994     1995     1996     1997     1998
                         ---------------------------------------------------
                         <S>      <C>      <C>      <C>      <C>      <C>
                         5.45%    2.01%    35.71%   21.35%   30.13%   27.46%
</TABLE>

                         During the period  shown in the bar chart,  the highest
                         return  for  a  quarter  was  27.51%   (quarter  ending
                         12/31/98)  and the  lowest  return  for a  quarter  was
                         -15.23% (quarter ending 9/30/98).

                         The total  return for the 6 months  ended June 30, 1999
                         was 10.38%.
<TABLE>
<CAPTION>
                         ---------------------------------------------------------------
                                    AVERAGE ANNUAL TOTAL RETURN (AS OF 12/31/98)
                                                                               Since
                                                        1 Year     5 Year    Inception*
                         ---------------------------------------------------------------
                         <S>                            <C>        <C>        <C>
                         Vintage Equity S               27.46%     22.74%     19.65%
                         ---------------------------------------------------------------
                         Vintage Equity T**             27.58%     22.76%     19.67%
                         ---------------------------------------------------------------
                         S&P 500                        28.58%     24.05%     21.58%
                         ---------------------------------------------------------------
                         * Inception Date for Class S 12/15/92.  Inception Date
                           for Class T 2/14/98.
                         **Performance   figures  reflect  a  "blended"   figure
                           combining the following  methods of  calculation  (a)
                           for periods before February 14, 1998, the figure used
                           is based on the Fund's Class S  performance;  and (b)
                           for periods after  February 14, 1998, an actual Class
                           T  figure  is  used  reflecting  a  deduction  of all
                           applicable  charges  and fees for  that  Class.  This
                           blended figure assumes  reinvestment of dividends and
                           capital gains.
</TABLE>

                         AN INDEX?  An "index" is a formula  used to measure the
                         performance  of a  particular  part of the  market  and
                         compare against a Fund's performance.

                                      -10-
<PAGE>

VINTAGE AGGRESSIVE       OBJECTIVE. The Fund's investment objective is long-term
GROWTH FUND              capital growth.

                         PRINCIPAL  INVESTMENT  STRATEGIES.  The  Fund  normally
                         invests in  companies  with a range of  capitalizations
                         that exhibit a strong potential for price  appreciation
                         relative  to  other  companies.  The  Fund  invests  in
                         securities of companies  the Adviser  believes to be in
                         high  growth  industries,  companies  with  products in
                         niche  markets,  and securities  which are  temporarily
                         undervalued.

                         PRINCIPAL RISKS. The principal risk of investing in the
                         Fund is market risk.  To the extent the Fund invests in
                         small or medium capitalization  companies,  its returns
                         may   be   more   volatile   and   differ,    sometimes
                         significantly,   from  the  overall  U.S.  market.   In
                         addition,  these  companies  may have more risk because
                         they often have  limited  product  lines,  markets,  or
                         financial resources.

                         BAR CHART AND PERFORMANCE INFORMATION

                         The bar chart and  performance  information  provide an
                         indication of the  historical  risk of an investment in
                         the Fund.

                         [CHART]

<TABLE>
<CAPTION>
                         1996     1997     1998
                         ------------------------
                         <S>      <C>      <C>
                         19.31%   26.16%   25.42%
</TABLE>

                         During the period  shown in the bar chart,  the highest
                         return  for  a  quarter  was  27.25%   (quarter  ending
                         12/31/98)  and the  lowest  return  for a  quarter  was
                         -14.20% (quarter ending 9/30/98).

                         The total  return for the 6 months  ended June 30, 1999
                         was 4.50%.
<TABLE>
<CAPTION>
                         -------------------------------------------------------------
                                   AVERAGE ANNUAL TOTAL RETURN (AS OF 12/31/98)
                                                                          Since
                                                                1 Year  Inception*
                         -------------------------------------------------------------
                         <S>                                     <C>        <C>
                         Vintage Aggressive Growth               25.42%     22.60%
                         -------------------------------------------------------------
                         S&P 400                                 19.11%     21.86%
                         -------------------------------------------------------------
                         NASDAQ Composite                        39.63%     25.60%
                         -------------------------------------------------------------
                         S&P 500                                 28.58%     28.00%
                         -------------------------------------------------------------
                         Inception Date 09/29/95
</TABLE>


                         AN INDEX?  An "index" is a formula  used to measure the
                         performance  of a  particular  part of the  market  and
                         compare against a Fund's performance.

                                      -11-
<PAGE>

FEES AND EXPENSES OF THE FUNDS

SHAREHOLDER              (Fees paid directly from your investment)..........None
TRANSACTION EXPENSES

ANNUAL FUND              The Examples are to help you compare the cost of
OPERATING  EXPENSES      investing in the Funds with the cost of  investing  in
(expenses  that are      other funds.  They assume that you invest  $10,000 in
deducted from Fund       each Fund for the periods indicated and then redeem all
assets) AND              your shares at the end of those periods.  They also
EXAMPLES                 assume that your investment has a 5% return each year
                         and that the Fund's operating expenses stay the same.
                         Your actual costs may be higher or lower.
<TABLE>
<CAPTION>
                         ----------------------------------------------------------------------
                                   OPERATING EXPENSES                         EXAMPLES
                         <S>                              <C>        <C>                <C>
                         GOVERNMENT ASSETS FUND T SHARES
                         ----------------------------------------------------------------------
                         Management Fees                  0.40%(1)   After 1 year          $78
                         ----------------------------------------------------------------------
                         Other Expenses                   0.36%      After 3 years        $243
                                                                    ---------------------------
                                                                     After 5 years        $422
                         ----------------------------------------------------------------------
                         Total Fund Operating Expenses    0.76%      After 10 years       $942
                         ----------------------------------------------------------------------
                         LIQUID ASSETS FUND I SHARES
                         ----------------------------------------------------------------------
                         Management Fees                  0.35%      After 1 year          $70
                         ----------------------------------------------------------------------
                         Other Expenses                   0.34%      After 3 years        $221
                                                                    ---------------------------
                                                                     After 5 years        $384
                         ----------------------------------------------------------------------
                         Total Fund Operating Expenses    0.69%      After 10 years       $859
                         ----------------------------------------------------------------------
                         LIQUID ASSETS FUND T SHARES
                         ----------------------------------------------------------------------
                         Management Fees                  0.35%      After 1 year          $86
                         ----------------------------------------------------------------------
                         Other Expenses                   0.49%      After 3 years        $268
                                                                    ---------------------------
                                                                     After 5 years        $466
                         ----------------------------------------------------------------------
                         Total Fund Operating Expenses    0.84%      After 10 years     $1,037
                         ----------------------------------------------------------------------
                         MUNICIPAL ASSETS FUND I SHARES
                         ----------------------------------------------------------------------
                         Management Fees                  0.35%      After 1 year          $81
                         ----------------------------------------------------------------------
                         Other Expenses                   0.44%      After 3 years        $252
                                                                    ---------------------------
                                                                     After 5 years        $439
                         ----------------------------------------------------------------------
                         Total Fund Operating Expenses    0.79%(3)   After 10 years       $978
                         ----------------------------------------------------------------------
                         MUNICIPAL ASSETS FUND T SHARES
                         ----------------------------------------------------------------------
                         Management Fees                  0.35%      After 1 year          $96
                         ----------------------------------------------------------------------
                         Other Expenses                   0.59%      After 3 years        $300
                                                                    ---------------------------
                                                                     After 5 years        $520
                         ----------------------------------------------------------------------
                         Total Fund Operating Expenses    0.94%(2)   After 10 years     $1,155
                         ----------------------------------------------------------------------
                         VINTAGE LIMITED TERM BOND FUND
                         ----------------------------------------------------------------------
                         Management Fees                  0.50%(4)   After 1 year         $98
                         ----------------------------------------------------------------------
                         Other Expenses                   0.46%      After 3 years        $306
                                                                    ---------------------------
                                                                     After 5 years        $531
                         ----------------------------------------------------------------------
                         Total Fund Operating Expenses    0.96%      After 10 years     $1,178
                         ----------------------------------------------------------------------
                         VINTAGE BOND FUND
                         ----------------------------------------------------------------------
                         Management Fees                  0.55%      After 1 year         $105
                         ----------------------------------------------------------------------
                         Other Expenses                   0.48%      After 3 years        $328
                                                                    ---------------------------
                                                                     After 5 years        $569
                         ----------------------------------------------------------------------
                         Total Fund Operating Expenses    1.03%      After 10 years     $1,259
                         ----------------------------------------------------------------------
                         VINTAGE INCOME FUND
                         ----------------------------------------------------------------------
                         Management Fees                  0.60%      After 1 year         $103
                         ----------------------------------------------------------------------
                         Other Expenses                   0.41%      After 3 years        $322
                                                                    ---------------------------
                                                                     After 5 years        $558
                         ----------------------------------------------------------------------
                         Total Fund Operating Expenses    1.01%      After 10 years     $1,236
                         ----------------------------------------------------------------------
                         VINTAGE MUNICIPAL BOND FUND
                         ----------------------------------------------------------------------
                         Management Fees                  0.50%(5)   After 1 year          $97
                         ----------------------------------------------------------------------
                         Other Expenses                   0.45%      After 3 years        $303
                                                                    ---------------------------
                                                                     After 5 years        $525
                         ----------------------------------------------------------------------
                         Total Fund Operating Expenses    0.95%      After 10 years     $1,166
                         ----------------------------------------------------------------------
                         VINTAGE BALANCED FUND
                         ----------------------------------------------------------------------
                         Management Fees                  0.75%      After 1 year         $130
                         ----------------------------------------------------------------------
                         Other Expenses                   0.53%      After 3 years        $406
                                                                    ---------------------------
                                                                     After 5 years        $702
                         ----------------------------------------------------------------------
                         Total Fund Operating Expenses    1.28%      After 10 years     $1,545
                         ----------------------------------------------------------------------
                         VINTAGE EQUITY FUND S SHARES
                         ----------------------------------------------------------------------
                         Management Fees                  0.75%      After 1 year         $143
                         ----------------------------------------------------------------------
                         Other Expenses                   0.65%      After 3 years        $443
                                                                    ---------------------------
                                                                     After 5 years        $766
                         ----------------------------------------------------------------------
                         Total Fund Operating Expenses    1.40%      After 10 years     $1,680
                         ----------------------------------------------------------------------
                         VINTAGE EQUITY FUND T SHARES
                         ----------------------------------------------------------------------
                         Management Fees                  0.75%      After 1 year         $117
                         ----------------------------------------------------------------------
                         Other Expenses                   0.40%      After 3 years        $365
                                                                    ---------------------------
                                                                     After 5 years        $633
                         ----------------------------------------------------------------------
                         Total Fund Operating Expenses    1.15%      After 10 years     $1,398
                         ----------------------------------------------------------------------
                         VINTAGE AGGRESSIVE GROWTH FUND
                         ----------------------------------------------------------------------
                         Management Fees                  0.95%      After 1 year         $145
                         ----------------------------------------------------------------------
                         Other Expenses                   0.47%      After 3 years        $449
                                                                    ---------------------------
                                                                     After 5 years        $776
                         ----------------------------------------------------------------------
                         Total Fund Operating Expenses    1.42%      After 10 years     $1,702
                         ----------------------------------------------------------------------
                         (1)  During the fiscal year the Fund's Adviser waived a
                              portion of the management fee for an actual fee of
                              0.37%. The Adviser may reduce or eliminate the fee
                              waiver at any time.
                         (2)  During  the   fiscal   year   certain   fees  were
                              voluntarily reduced for an actual fee of 0.87%.
                         (3)  During  the   fiscal   year   certain   fees  were
                              voluntarily reduced for an actual fee of 0.72%.
                         (4)  On March 1, 1999, the management fees were reduced
                              from 0.60% to 0.50%.  The information in the table
                              has been restated to reflect the current fee.
                         (5)  During the fiscal year the Fund's Adviser waived a
                              portion of the management fee for an actual fee of
                              0.49%.  On March 1, 1999, the management fees were
                              reduced from 0.60% to 0.50% and the fee waiver was
                              eliminated.  The information in the table has been
                              restated to reflect the current fee.
</TABLE>

                         WHAT DOES IT MEAN? "Management fees" are paid to the
                         investment adviser for managing the investments and
                         conducting other functions.

                         WHAT DOES IT MEAN? "Other expenses" are paid to help
                         cover the costs of operating the Fund such as fees for
                         registering the Fund, custody, and transfer agency.

                         HOW ARE  EXPENSES  PAID?  You don't  pay for  operating
                         expenses from your own account.  Instead, the Fund pays
                         the expenses  and then  charges each  investor an equal
                         portion of the expense per share.


                                      -13-
<PAGE>

DESCRIPTION OF THE FUNDS

This section of the  Prospectus  provides a more  complete  description  of each
Fund's investment  objectives and principal  strategies and risks. There can, of
course, be no assurance that any Fund will achieve its investment objective.


                         UNDERSTAND THE RISKS


                         This  section  describes  risks that  affect the Funds'
                         portfolios as a whole. Certain of these risks may apply
                         to one or more of the Funds. These risks are:

                         - MARKET RISK. This is the risk that market influences
                           will affect expected returns of all equities and
                           bonds in ways that were not anticipated.

                         - INTEREST RATE RISK. This is the risk that returns
                           will be better or worse than expected because of
                           changes in the level of interest rates.

                         - CREDIT RISK. This is the risk associated with the
                           ability of the firm that issues securities to meet
                           its obligations on those securities.

                         - MANAGEMENT  RISK. This risk is the  possibility  that
                           the  Funds'   managers   may  make  poor  choices  in
                           selecting  securities  and  that the  Funds  will not
                           perform as well as other funds.

                         This section  also  describes  specific  risks that may
                         affect a particular Fund's portfolio.


                                      -14-
<PAGE>

                         VINTAGE MONEY MARKET FUNDS


OBJECTIVE AND PRINCIPAL  The  Funds'  investment   objectives  are  safety  of
INVESTMENT STRATEGIES    principal and liquidity, and to the extent consistent
                         with these  objectives,  maximum current income (exempt
                         from Federal  income taxes in the case of the Municipal
                         Assets  Fund).  As money market  funds,  each Fund must
                         meet  the  requirements  of SEC  Rule  2a-7.  The  Rule
                         imposes strict  requirements on the investment quality,
                         maturity, and diversification of the Funds' investment.
                         Under Rule 2a-7, the Funds'  investments must each have
                         a  remaining  maturity of no more than 397 days and the
                         Funds must each maintain an average  weighted  maturity
                         that does not exceed 90 days.

GOVERNMENT ASSETS        The Fund invests exclusively in U.S. Treasury bills,
FUND                     notes and other obligations issued or guaranteed by the
                         U.S. Government or its agencies or instrumentalities.
                         The Fund may invest in repurchase agreements for these
                         U.S. Government obligations.

LIQUID ASSETS FUND       The Fund pursues its objectives by investing in
                         high-quality money market obligations. The Fund may
                         invest in:

                         - U.S. Treasury bills, notes and other obligations
                           issued or guaranteed by the U.S. Government, its
                           agencies, or instrumentalities;

                         - redeemable  interest-bearing  ownership  certificates
                           issued by one or more guaranteed loans trusts created
                           for the purpose of acquiring  participation interests
                           in  the   guaranteed   portion   of   Farmer's   Home
                           Administration guaranteed loans.

                         - high-quality commercial paper (rated or determined by
                           the Adviser to be of comparable quality);

                         - certificates of deposit and bankers' acceptances
                           issued by U.S. banks that have assets in excess of
                           $10,000,000 and obligations of other banks or savings
                           and loans insured by the FDIC;

                         - high-quality, short-term corporate obligations; and

                         - repurchase agreements collateralized by the types of
                           securities listed above.

MUNICIPAL ASSETS         The Fund pursues its objective by investing in high-
FUND                     quality, tax-exempt debt obligations of state and
                         municipal governments. The Fund may invest in:

                         - tax-exempt  debt  obligations  issued  by  state  and
                           municipal  governments that are unrated and backed by
                           demand   repurchase   commitments  and  participation
                           interests in these securities; and

                         - variable rate demand notes.

                         The Fund may  purchase  new issues of  tax-exempt  debt
                         obligations  that are  offered on a  when-issued  basis
                         with  the  securities  to be  delivered  and  paid  for
                         approximately  45 days  following the initial  purchase
                         commitment.  The Fund may also  invest up to 20% of its
                         assets in taxable securities.


                         -------------------------------------------------------
                         THE MONEY MARKET?  So their cash won't sit idly without
                         earning  interest,  many  institutions loan it to other
                         institutions who need the money to fill very short-term
                         needs (often, literally,  overnight). Borrowers get the
                         cash needed and lenders earn interest on the loan while
                         still having  quick access to their cash.  The cash you
                         invest in a money  market fund is used exactly the same
                         way--keeping you within quick reach of your own money.


                                      -15-
<PAGE>

RISK CONSIDERATIONS      The Money Market Funds are subject to management risk.
                         In addition, specific risks of the Funds' portfolios
                         include:

                         INTEREST  RATE  RISK.   Because  the  Funds  invest  in
                         short-term securities, a decline in interest rates will
                         affect the Funds' yields as these securities  mature or
                         are  sold  and  the  Funds   purchase  new   short-term
                         securities with lower yields. Generally, an increase in
                         interest rates causes the value of a debt instrument to
                         decrease.   The   change  in  value  for   shorter-term
                         securities is usually  smaller than for securities with
                         longer   maturities.   Because  the  Funds   invest  in
                         securities with short maturities and seek to maintain a
                         stable  net  asset  value of  $1.00  per  share,  it is
                         possible, though unlikely, that an increase in interest
                         rates would change the value of your investment.

                         CREDIT RISK. This is the risk that a security's  credit
                         rating  will be  downgraded  or that  the  issuer  of a
                         security will default (fail to make scheduled  interest
                         and  principal  payments).  The Funds  invest in highly
                         rated securities to minimize credit risk.

                         MUNICIPAL  MARKET RISK. The Municipal Assets Fund faces
                         the risk that special factors may adversely  affect the
                         value of municipal  securities  and have a  significant
                         effect on the value of the  Fund's  investments.  These
                         factors  include  political  or  legislative   changes,
                         uncertainties  related to the tax  status of  municipal
                         securities,   or  the  rights  of  investors  in  these
                         securities. The Fund's investments in certain municipal
                         securities with principal or interest payments that are
                         made from a specific project or facility,  and not from
                         general tax revenues, may have increased risks. Factors
                         affecting  the  project or  facility,  such as local or
                         economic  conditions,  could have significant effect on
                         the project's ability to make payments of principal and
                         interest on these securities.

                         VINTAGE BOND FUNDS

OBJECTIVE AND PRINCIPAL  The Fund's investment objective is total return from a
INVESTMENT STRATEGIES    portfolio of limited-term fixed-income securities. The
                         Fund normally invests more than 65% of its total assets
VINTAGE LIMITED TERM     in fixed-income securities rated within the three
BOND FUND                highest rating categories or, if unrated, of comparable
                         quality.  Among the Fund's  investments in fixed-income
                         securities   are  corporate   debt   securities,   U.S.
                         Government   obligations,   and   mortgage-related  and
                         asset-backed securities. The Fund expects to maintain a
                         dollar-weighted  average  portfolio  maturity of 1 to 4
                         years.

                         The  Fund  seeks  to  obtain  total  return  through  a
                         combination   of   interest   income  from  the  Fund's
                         underlying  fixed-income  securities,  appreciation  or
                         depreciation   in  the  value  of  these   fixed-income
                         securities,  and gains or losses realized upon the sale
                         of these securities. In selecting investments, the Fund
                         places  primary  emphasis on capital  appreciation  and
                         capital preservation through periodic adjustment of the
                         average  maturity or duration of the Fund's  portfolio.
                         Duration is a measure of a  securities  average life at
                         the  present  value  of  its  cash  flow  (or  interest
                         payments).  The Fund  also  considers  factors  such as
                         securities  selection,  maturity  structure  and sector
                         allocation.    Current    income    is   a    secondary
                         consideration.

                         The  Fund  primarily  invests  in  bonds,   notes,  and
                         debentures  of a wide  range of  domestic  fixed-income
                         security issuers.

VINTAGE BOND FUND        The Fund's investment objective is income and capital
                         appreciation,  consistent with the preservation of
                         capital.  The Fund normally invests more than 65% of
                         its total  assets in debt  securities  rated within the
                         three highest rating categories or, if


                         -------------------------------------------------------
                         LIQUIDITY?  Liquidity defines how quickly an investment
                         can be  converted  to cash.  Money market funds are the
                         most liquid mutual funds,  converting  cash in one day.
                         All   other   types  of  Funds   require  a  three  day
                         "settlement,"  which means the cash isn't  available to
                         you until the third day after a sale.


                                      -16-
<PAGE>

                         unrated,  of  comparable  quality.   Among  the  Fund's
                         investments  in  fixed-income  securities are corporate
                         debt  securities,   mortgage-related  and  asset-backed
                         securities,   and  U.S.  Government   obligations.   In
                         selecting investments, the Fund places primary emphasis
                         on    portfolio    duration    analysis,    yield-curve
                         positioning, sector allocation and issue selection. The
                         Fund  expects  to  maintain a  dollar-weighted  average
                         portfolio maturity of 4 to 10 years.

                         The  Fund  primarily  invests  in  bonds,   notes,  and
                         debentures  of a wide  range of  domestic  fixed-income
                         security issuers.

                         The market value of fixed-income  securities changes as
                         interest rates change. When interest rates decline, the
                         value of these  securities  generally  increases.  When
                         interest  rates  rise,  the  value of these  securities
                         generally decreases. To meet the objectives of the Fund
                         and to seek additional stability of principal, the Fund
                         adjusts the average  maturity of its investments  based
                         on the direction of interest rate levels.

VINTAGE INCOME FUND      The Fund's investment objective is current income,
                         consistent with the preservation of capital. The Fund
                         normally invests more than 65% of its total assets in
                         fixed-income securities rated within the three highest
                         rating categories or if unrated, of comparable quality.
                         Among the Fund's investments in fixed-income securities
                         are mortgage-related and asset-backed securities,
                         corporate debt securities, and U.S. Government
                         obligations. In selecting investments, the Fund places
                         primary emphasis on an analysis of the duration, or
                         average life of its portfolio, the direction of
                         interest rates or yield-curve positioning, sector
                         allocation and issue selection. The Fund expects to
                         maintain a dollar-weighted average portfolio maturity
                         of 4 to 10 years.

                         The  Fund  primarily  invests  in  bonds,   notes,  and
                         debentures  of a wide  range of  domestic  fixed-income
                         security issuers.

                         The market value of fixed-income  securities changes as
                         interest rates change. When interest rates decline, the
                         value of these  securities  generally  increases.  When
                         interest  rates  rise,  the  value of these  securities
                         generally decreases. To meet the objectives of the Fund
                         and to seek additional stability of principal, the Fund
                         adjusts the average  maturity of its investments  based
                         on the interest rate outlook.  During periods of rising
                         interest  rates  and  falling  prices,  the Fund  could
                         select  investments  with a shorter average maturity to
                         cushion the effect of price  declines on the Fund's net
                         asset  value.  When  rates are  falling  and prices are
                         rising, the Fund may consider investments with a longer
                         average maturity.

VINTAGE MUNICIPAL        The Fund's investment objective is current income, that
BOND                     is exempt from federal income taxes, consistent with
                         the preservation of capital.  The Fund normally invests
                         at  least  80%  of  its  net  assets  in a  diversified
                         portfolio of municipal  securities paying interest that
                         is exempt  from  federal  income  taxes and that is not
                         subject to  alternative  minimum tax ("AMT").  The Fund
                         expects to maintain a dollar-weighted average portfolio
                         maturity of 4 to 10 years.

                         While maintaining an average portfolio maturity of 4 to
                         10  years,  the  Fund  normally  invests  in  municipal
                         obligations that have a stated or remaining maturity of
                         25 years  or less or in  municipal  obligations  with a
                         stated or  remaining  maturity in excess of 25 years if
                         such obligations  have an unconditional  put to sell or
                         redeem the securities  within 25 years from the date of
                         purchase.

                                      -17-
<PAGE>

                         The Fund invests in:

                         - municipal bonds that are rated within the five
                           highest rating categories; and

                         - municipal  notes,  tax-exempt  commercial  paper, and
                           variable  rate  demand  obligations  that  are  rated
                           within the two highest rating categories.

                         The Fund also may invest up to 10% of its total  assets
                         in municipal  obligations  that are unrated at the time
                         of purchase but are  determined by the Adviser to be of
                         comparable quality to rated securities.

                         Municipal securities are typically classified as either
                         "general   obligation"  or  "revenue"  bonds.   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 bonds
                         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. The payment of principal
                         and interest on revenue  bonds is  dependent  solely on
                         the ability of the user of the  facilities  financed by
                         the  bonds  to meet  its  financial  obligations  and a
                         secured interest in the facility.

                         The Fund may  invest up to 25% of its  total  assets in
                         municipal  securities  that are  related  in such a way
                         that  business  or  political  developments  or changes
                         affecting  one  security  could also  affect the others
                         (for  example,  securities  with  interest that is paid
                         from projects of a similar type).

RISK CONSIDERATIONS      The principal risks of the Vintage Bond Funds are
                         interest rate risk,  credit risk,  management risk, and
                         market risk.

                         The Vintage Bond Funds,  other than the Municipal  Bond
                         Fund, may invest a significant  portion of their assets
                         in mortgage-related and asset-backed securities.  These
                         securities  have  sensitivities  to changes in interest
                         rates that are different  from many other types of debt
                         securities.  These types of  securities  are subject to
                         prepayment  when interest rates fall,  which  generally
                         results  in  lower  returns   because  the  Funds  must
                         reinvest  their  assets in debt  securities  with lower
                         interest   rates.   When  interest   rates  rise,   the
                         maturities  of  these  types  of  securities   tend  to
                         lengthen because  prepayments  decline and the value of
                         the securities decreases more significantly.

                         The Municipal Bond Fund has municipal market risk. This
                         is the risk that special  factors may adversely  affect
                         the   value  of   municipal   securities   and  have  a
                         significant  adverse  effect on the value of the Fund's
                         investments.   These  factors   include   political  or
                         legislative changes,  uncertainties  related to the tax
                         status  of  municipal  securities,  or  the  rights  of
                         securities  holders  in these  securities.  The  Fund's
                         investments  in  certain   municipal   securities  with
                         principal and interest  payments that are made from the
                         revenues  of a specific  project or  facility,  and not
                         general tax revenues,  may have increased risk. Factors
                         affecting  the  project  or  facility,  such  as  local
                         business   or   economic   conditions,   could  have  a
                         significant  effect on the  project's  ability  to make
                         payments of principal and interest on these securities.

                         -------------------------------------------------------
                         TAX-EXEMPT   FUND?   Funds  that  invest  primarily  in
                         tax-exempt  municipal bonds from a particular state are
                         called  "tax-exempt  Funds."  The  income you earn from
                         these Funds may be exempt from local, state, or federal
                         taxation.


                         -------------------------------------------------------
                         WHAT IS RISK?  Every  Fund has  risks,  some  more than
                         others. But there's another kind of risk you might also
                         consider;  the  risk of not  reaching  your  goal.  For
                         example,  if you're  trying  to earn  enough to pay for
                         college in, say, ten years,  a  low-interest  bond fund
                         may not earn enough to grow your money in time.  That's
                         why knowing  your goal and the time frame for  reaching
                         that  goal are  crucial  steps in  choosing  the  right
                         investments.


                                      -18-
<PAGE>

OTHER  INVESTMENT        All of the Vintage Bond Funds may invest in debt
POLICIES AND RISKS       securities rated in the five highest rating categories.
FOR THE BOND FUNDS       The Funds also may invest up to 25% of their assets in
                         debt securities rated in fifth highest rating category,
                         which are considered  below investment grade securities
                         (commonly  known as  "junk  bonds").  The  Bond  Funds'
                         investments in lower-rated  debt securities are subject
                         to more interest rate and credit risk than  investments
                         in higher-rated debt securities.

                         VINTAGE BALANCED FUND

OBJECTIVE AND PRINCIPAL  The Fund's investment objective is long-term growth of
INVESTMENT STRATEGIES    capital and income.  The Fund invests in a diversified
                         portfolio  of  equity   securities   and   fixed-income
                         securities. Normally, the Fund invests up to 75% of its
                         total assets in equity  securities  and at least 25% of
                         its  total  assets  in  fixed-income  securities.   The
                         investment manager allocates holdings to take advantage
                         of economic conditions, general market trends, interest
                         rate  levels,   and  changes  in  fiscal  and  monetary
                         policies.

                         For the  equity  portion  of the  portfolio,  the  Fund
                         selects  investments  based on an  earnings  focus that
                         considers quantitative and qualitative factors, such as
                         revenue potential,  balance sheet strength,  management
                         quality, industry leadership, profit margins, cash flow
                         generation and identifiable growth catalysts.  The Fund
                         seeks  industry and stock  diversification  to minimize
                         risk.  The  Fund's  investments  in  equity  securities
                         include   common   stocks,    preferred   stocks,   and
                         convertible  securities.  The Fund  also may  invest in
                         foreign  securities  through  the  purchase of American
                         Depository Receipts ("ADRs").

                         In the fixed-income portion of the portfolio,  the Fund
                         expects to maintain a dollar-weighted  average maturity
                         of 4 to 10 years.  The Fund will  invest  approximately
                         65% of this  portion  of its  portfolio  in  investment
                         grade  securities  (rated in the three  highest  rating
                         categories  or, if  unrated,  of  comparable  quality).
                         These  securities  include  corporate debt  securities,
                         mortgage-related and asset-backed securities,  and U.S.
                         Government  obligations.  The Fund  invests  in  bonds,
                         notes, and debentures of a wide range of U.S. corporate
                         issuers.  The  Fund  also may  invest  up to 25% of the
                         fixed-income  portion of its  portfolio in  lower-rated
                         securities.

RISK CONSIDERATIONS      The principal risks of the Balanced Fund are market
                         risk, interest rate risk, credit risk, and management
                         risk. In addition, the Fund has allocation risk, which
                         is the risk that the allocation of investments between
                         equity and debt securities will have a more significant
                         effect on the Fund's net asset value when one of these
                         asset classes is performing more poorly than the other.

                         The  fixed-income  portion of the Fund's  portfolio has
                         similar risks to those  discussed above for the Vintage
                         Bond  Funds.  These  include the risk of  investing  in
                         mortgage-related  securities,  which  tend  to be  more
                         volatile than other types of  fixed-income  securities,
                         and the risk of  investing in  lower-rated  securities,
                         which may have more interest rate and credit risk.


                                      -19-
<PAGE>

                         VINTAGE STOCK FUNDS

OBJECTIVE  AND PRINCIPAL The Fund's  investment  objective is long-term  capital
INVESTMENT STRATEGIES    appreciation. The Fund normally invests at least 75% of
                         its total assets in equity securities. The Fund
VINTAGE EQUITY FUND      primarily invests in large capitalization companies
                         with strong earnings potential.  The Fund strives for
                         high overall return, while minimizing risk through the
                         selection of higher-quality equity securities.  The
                         Fund invests in common stocks and convertible and
                         preferred securities. The Fund also may invest in
                         foreign securities through the purchase of ADRs.

                         Focusing  on   earnings,   the  Fund   selects   equity
                         securities  using  a  process  that  features  thorough
                         research and  fundamental  analysis  based on a "bottom
                         up" approach.  The Fund,  through a variety of sources,
                         identifies   investment   opportunities   that  exhibit
                         superior growth potential. The Fund selects investments
                         based on a long-term perspective and emphasizes quality
                         and consistency of earnings.

                         The earnings focus of the selection  process utilizes a
                         number of factors.  These factors are  quantitative and
                         qualitative.  They include revenue  potential,  balance
                         sheet   strength,    management    quality,    industry
                         leadership,  profit  margins,  cash flow generation and
                         identifiable growth catalysts.

                         The Fund  generally  invests in those firms whose stock
                         trades at an  attractive  price  relative  to  earnings
                         potential in relation to overall market,  relevant peer
                         group and historical trading range valuations. The Fund
                         may sell  stocks  that it  believes  to be  over-valued
                         relative   to   earnings   growth    potential,    when
                         fundamentals   weaken  or  when  better  prospects  are
                         discovered.

VINTAGE AGGRESSIVE       The Fund's investment objective is long-term capital
GROWTH FUND              growth. The Fund invests primarily in equity securities
                         of  companies  with a  range  of  capitalizations  that
                         exhibit  a  strong  potential  for  price  appreciation
                         relative  to  the  general  equity  markets.  The  Fund
                         invests in common stocks and  convertible and preferred
                         securities.   The  Fund  also  may  invest  in  foreign
                         securities  through  the  purchase  of  ADRs.  Dividend
                         income  is  not  a  factor  in   selecting   investment
                         securities.

                         Using the same earnings-focused  criteria described for
                         the Equity Fund,  the Fund seeks  investments  in firms
                         with superior earnings  potential and products in niche
                         markets,   and  stocks   that  are   perceived   to  be
                         temporarily  under-valued.   The  Fund  may  make  more
                         significant  investments  in firms or industry  sectors
                         that are believed to be  particularly  attractive.  The
                         Fund  may  make  more  frequent  purchases  or sales of
                         stocks based on rapid swings in relative valuations.


                         -------------------------------------------------------
                         MARKET  CAPITALIZATION?   All  stocks  have  a  "market
                         capitalization."  It refers to the stock's  total value
                         in  the  marketplace,  determined  by  multiplying  the
                         number of shares  issued times the price of each share.
                         For  example,  a company  with many  millions of shares
                         selling   at  a  high   price   has  a   large   market
                         capitalization and would be called a "large cap" stock.
                         A company with  relatively  few shares selling at a low
                         price would be called a "small cap" stock.


                                      -20-
<PAGE>

RISK CONSIDERATIONS      The principal risks of the Stock Funds are market risk
                         and management risk. To the extent that the Funds may
                         invest in small- to mid-capitalization companies, they
                         may have capitalization risk. These investments tend to
                         be more volatile than investments in large-cap
                         companies. In addition, small-cap companies may have
                         more risk because they often have limited product
                         lines, markets, or financial resources. Also, the
                         market for the sale of small-cap stocks may be less
                         liquid. To the extent that the Funds may invest in
                         foreign securities, they may have foreign risk. This is
                         the risk of investments in issuers located in foreign
                         countries, which may have a greater price volatility
                         and less liquidity. Investments in foreign securities
                         also are subject to political, regulatory, and
                         diplomatic risks. Foreign risk includes currency risk,
                         which may occur due to fluctuations in the exchange
                         rates between the U.S. dollar and foreign currencies.
                         This risk could negatively affect the value of a Fund's
                         investments.

OTHER INVESTMENT         MORTGAGE-RELATED AND ASSET-BACKED SECURITIES.
INFORMATION              Mortgage-related securities represent pools of mortgage
                         loans  assembled  for  sale  to  investors  by  various
                         governmental     agencies    and     government-related
                         organizations,  as well as by private  issuers (such as
                         commercial  banks,   savings  and  loan   institutions,
                         mortgage   bankers  and  private   mortgage   insurance
                         companies).

                         Asset-backed  securities represent fractional interests
                         in  pools  or  leases,   retail  installment  loans  or
                         revolving   credit   receivables,   both   secured  and
                         unsecured.  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.

                         U.S. GOVERNMENT SECURITIES. U.S. Government securities
                         include obligations issued or guaranteed by the U.S.
                         Treasury, such as Treasury bills, notes, bonds, and
                         certificates of indebtedness, and obligations issued or
                         guaranteed by agencies or instrumentalities of the U.S.
                         Government.

                         PORTFOLIO  TURNOVER RATE.  The portfolio  turnover rate
                         for each Fund is included in the  Financial  Highlights
                         Section.  The Funds are  actively  managed and, in some
                         cases  in  response  to  market  conditions,  a  Fund's
                         portfolio  turnover  may exceed  100%. A higher rate of
                         portfolio  turnover   increases   brokerage  and  other
                         expenses  and may  affect  a Fund's  returns.  A higher
                         portfolio   turnover   rate  also  may  result  in  the
                         realization  of  substantial  net  short-term   capital
                         gains, which, when distributed, are taxable to a Fund's
                         shareholders.

                         TEMPORARY DEFENSIVE  POSITION.  For temporary defensive
                         purposes  in  response  to  adverse   market  or  other
                         conditions,  a Fund  may  make  investments,  including
                         short-term   money   market   instruments   or  holding
                         substantial cash reserves,  that are inconsistent  with
                         the Fund's  primary  investment  strategies.  For those
                         Funds that invest  primarily in tax-exempt  securities,
                         these  temporary   investments  could  include  taxable
                         securities. While the Funds are investing for temporary
                         defensive purposes,  they may not meet their investment
                         objectives.


                                      -21-
<PAGE>

                         YEAR 2000. The Funds could be adversely affected if the
                         computer  systems used by the Adviser and other service
                         providers  do  not  properly   process  and   calculate
                         date-related   information  and  data  from  and  after
                         January 1, 2000.  This is  commonly  known as the "Year
                         2000  Problem."  The  Adviser  is taking  steps that it
                         believes  are  reasonably  designed to address the Year
                         2000 Problem for the computer services that it uses and
                         to obtain  reasonable  assurances that comparable steps
                         are  being  taken by the  Funds'  other  major  service
                         providers. At this time, there can be no assurance that
                         these  steps will be  sufficient  to avoid any  adverse
                         impact on the Funds. In addition, the Year 2000 Problem
                         may adversely affect the issuers of securities in which
                         the Funds invest,  which, in turn, may adversely affect
                         the Funds' NAV.


                                      -22-
<PAGE>

MANAGEMENT OF THE FUNDS

INVESTMENT ADVISER       The Funds' Adviser is Investors Management Group, Ltd.
                         ("IMG"), 2203 Grand Avenue, Des Moines, Iowa 50312. IMG
                         is a wholly owned subsidiary of AMCORE Investment
                         Group, N.A. that provides continuous investment
                         management to pension and profit-sharing plans,
                         insurance companies, public agencies, banks, endowments
                         and charitable institutions, other mutual funds,
                         individuals and others. As of June 30, 1999, IMG had
                         approximately $4.9 billion in equity, fixed-income and
                         money market assets under management.

                         IMG  provides  investment  advisory  services and order
                         placement  facilities for the Funds. For these advisory
                         services for the fiscal year ending March 31, 1999, the
                         Funds paid IMG as a  percentage  of  average  daily net
                         assets:
<TABLE>
<CAPTION>
                                                            FEE AS A PERCENTAGE OF
                         FUND                               AVERAGE DAILY NET ASSETS*
                         <S>                                          <C>
                         Government Assets Fund                       .40%

                         Liquid Assets Fund                           .35%

                         Municipal Assets Fund                        .35%

                         Vintage Limited Term Bond Fund               .50%

                         Vintage Bond Fund                            .55%

                         Vintage Income Fund                          .60%

                         Vintage Municipal Bond Fund                  .50%

                         Vintage Balanced Fund                        .75%

                         Vintage Equity Fund                          .75%

                         Vintage Aggressive Growth Fund               .95%
</TABLE>
                         * See  the  "Fee  Table"  at  the   beginning   of  the
                           Prospectus for more information about fee waivers.

                                      -23-
<PAGE>

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

PORTFOLIO MANAGERS FOR THE GOVERNMENT ASSETS, LIQUID ASSETS, MUNICIPAL ASSETS,
LIMITED TERM BOND, BOND, INCOME, MUNICIPAL BOND, AND BALANCED FUNDS

<TABLE>
<S>                               <C>                                <C>
- -----------------------------     ------------------------------     ------------------------------
KATHRYN D. BEYER, CFA,            JEFFREY D. LORENZEN, CFA,          ELIZABETH S. PIERSON, CFA,
MANAGING DIRECTOR                 MANAGING DIRECTOR                  VICE PRESIDENT AND SENIOR
                                                                     FIXED-INCOME MANAGER
- - Ms. Beyer is a fixed-income     - Mr. Lorenzen is a
  strategist and is a member        fixed-income strategist, is      - Ms. Pierson is a
  of IMG's Investment Policy        a member of IMG's Investment       fixed-income strategist and
  Committee.                        Policy Committee, and              is a member of IMG's
                                    chairperson of the Bond            Investment Policy Committee.
- - She has been with IMG since       Research Committee.
  1993.                                                              - She has been with AMCORE
                                  - He has been with IMG since         Capital Management, Inc. (or
                                    1992.                              a predecessor) since 1984.
                                                                       Ms. Pierson became an
                                                                       employee of IMG effective
                                                                       with the acquisition of IMG
                                                                       by AMCORE Financial, Inc. in
                                                                       February 1998.
- -----------------------------     ------------------------------     ------------------------------
</TABLE>

PORTFOLIO MANAGERS FOR THE BALANCED, EQUITY AND AGGRESSIVE GROWTH FUNDS

            -------------------------------    ------------------------------
            JULIE A. O'ROURKE, CFA, VICE       DARRELL C. THOMPSON, SENIOR
            PRESIDENT AND EQUITY MANAGER       VICE PRESIDENT AND SENIOR
                                               EQUITY MANAGER
            - Ms. O'Rourke is a member of
              IMG's Investment Policy          - Mr. Thompson is a member of
              Committee.                         IMG's Investment Policy
                                                 Committee.
            - She has been with AMCORE
              Capital Management, Inc. (or     - He has been with AMCORE
              a predecessor) since 1991.         Capital Management, Inc. (or
              Ms. O'Rourke became an             a predecessor) since 1973.
              employee of IMG effective          Mr. Thompson became an
              with the acquisition of IMG        employee of IMG effective
              by AMCORE Financial, Inc. in       with the acquisition of IMG
              February 1998.                     by AMCORE Financial, Inc. in
                                                 February 1998.
            -------------------------------    ------------------------------


                                      -24-

<PAGE>

PURCHASE AND SALE OF SHARES

HOW THE FUNDS            Except for the Money Market Funds, each Fund's net
VALUE THEIR SHARES       asset value or NAV is calculated at 3:00 p.m. Central
                         Time each day the New York Stock Exchange ("Exchange")
                         is open for business. The Money Market Funds' NAV is
                         calculated at 11:00 a.m. Central Time.

                         To  calculate  NAV,  a Fund's  assets  are  valued  and
                         totaled,  liabilities are subtracted,  and the balance,
                         called net  assets,  is divided by the number of shares
                         outstanding.  The Funds,  other  than the Money  Market
                         Funds, value their assets at their current market value
                         determined  on the  basis of market  quotations,  or if
                         such quotations are not readily  available,  such other
                         methods  as the  Funds'  directors  believe  accurately
                         reflect fair market value. The Money Market Funds value
                         their  securities at their  amortized cost. This method
                         involves  valuing a security at its cost and thereafter
                         applying a constant  amortization  to  maturity  of any
                         discount  or  premium,  regardless  of  the  effect  of
                         fluctuating  interest  rates on the market value of the
                         investment.

                         For the Money Market Funds, a purchase  order for
                         Shares  received  in good order by the Funds by 11:00
                         a.m. Central Time is effected at the net asset value
                         per share calculated as of 11:00 a.m. Central Time, and
                         investors will receive the dividend declared that day,
                         if the Custodian has received the purchase price in
                         federal funds or other immediately available funds by
                         3:00 p.m. Central Time that day. A purchase order for
                         Shares received after 11:00 a.m. Central Time and prior
                         to 3:00 p.m. Central Time for which such funds have
                         been received by 3:00 p.m. Central Time will be
                         effected as of 11:00 a.m. Central Time the following
                         day, and will begin to accrue dividends at that time.
                         If federal funds are not available by 3:00 p.m. Central
                         Time, the order will be canceled.  Payment for orders
                         that are not accepted or are canceled will be returned
                         after prompt inquiry to the transmitting organization.

HOW TO BUY SHARES        You may purchase a Fund's shares  through qualified
                         banks, broker/dealers, investment advisory firms and
                         other organizations that have entered into dealer
                         and/or shareholder agreements with the distributor
                         and/or servicing agreements with the Funds.

                         Minimum investment amounts are:
                                 Initial                         $1,000
                                 Subsequent                      $50

                         401(k) and 403(b) and other plans
                                 Initial and Subsequent          $25

                         Automatic Investment Program
                                 Initial                         $250
                                 Subsequent                      $25

                         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
                         Vintage Mutual Funds, Inc. to:

                           Vintage Mutual Funds, Inc.
                                  Dept. L-1392
                             Columbus, OH 43260-1392


                         -------------------------------------------------------
                         NAV?  Why is a share  priced at  something  called  the
                         "NAV" (net asset value)? If you take the total value of
                         all  the  securities  held  by  the  Fund,  deduct  the
                         expenses  paid by the Fund,  and then  divide  that net
                         result by the number shares owned by investors, you get
                         the share's net asset value.  The NAV is  calculated at
                         the end of each business day of the Fund.


                                      -25-
<PAGE>

                         An Account  Application form can be obtained by calling
                         the Funds at (800)  438-6375 or from the Funds' website
                         at www.VintageFunds.com. Subsequent purchases of shares
                         of a Fund may be made at any time by  mailing  a check,
                         payable to Vintage  Mutual  Funds,  Inc.,  to the above
                         address.  If you are an existing Fund shareholder,  you
                         may purchase shares by electronic funds transfer if you
                         have completed the  appropriate  section of the Account
                         Application.  Call (800) 438-6375 to arrange a transfer
                         from your bank account.

                         A  Fund  is  required   to  withhold   31%  of  taxable
                         dividends, capital gains distributions, and redemptions
                         paid to  shareholders  who have not  provided  the Fund
                         with their certified taxpayer identification number. To
                         avoid  this,   you  must   provide   your  correct  Tax
                         Identification  Number (Social Security Number for most
                         investors) on your Account Application.

                         A Fund may  refuse  any order to  purchase  shares.  In
                         particular,  the Funds  reserve  the right to  restrict
                         purchases  of shares  (including  exchanges)  when they
                         appear to evidence a pattern of frequent  purchases and
                         sales made in response to short-term conditions.

HOW TO EXCHANGE          You may exchange your Fund shares for shares of the
SHARES                   same class of the other Funds. Exchanges of shares are
                         made at the  next-determined  NAV.  You may  request an
                         exchange  by mail or  telephone.  You must call by 3:00
                         p.m.,  Central  Time,  to receive  that day's NAV.  The
                         Funds may change,  suspend,  or terminate  the exchange
                         service  at any  time.  The  exchange  option  will  be
                         unavailable  for  a  period  of  30  days  following  a
                         telephonic address change.

                         AUTO EXCHANGE. In order to participate in Auto
                         Exchange, after completing the appropriate section of
                         the Account Application, you must:

                         - be a shareholder of the Money Market Funds;

                         - have a minimum initial purchase of $10,000 in the
                           Money Market Funds; and

                         - maintain a minimum account balance of $1,000.

                         To change Auto Exchange  instructions or to discontinue
                         the  feature,  you must send a written  request  to the
                         Vintage Mutual Funds, Inc., Dept. L-1392,  Columbus, OH
                         43260-1392. The distributor may amend or terminate Auto
                         Exchange without notice at any time.


                                      -26-
<PAGE>

HOW TO SELL SHARES       You may "redeem" your shares (I.E., sell your shares
                         back to a Fund) on any day the Exchange is open, either
                         directly or through your financial intermediary. Your
                         sales price will be the next-determined NAV after the
                         Fund receives your sales request in proper form.
                         Normally, proceeds will be sent to you within 3 days.
                         If you recently purchased your shares by check or
                         electronic funds transfer, your redemption payment may
                         be delayed until the Fund is reasonably satisfied that
                         the check or electronic funds transfer has been
                         collected (which may take up to 10 days). Redemptions
                         may ordinarily be requested by mail.  Redemptions may
                         also be requested by telephone if you selected that
                         option on the Account Application.

                         SELLING SHARES DIRECTLY TO THE FUND

                         BY MAIL:

                         Send a signed letter of instruction to:

                                   Vintage Mutual Funds, Inc.
                                        Dept. L-1392
                                   Columbus, OH 43260-1392

                         For  your  protection,  a  bank,  a  member  firm  of a
                         national  stock  exchange,  a credit union,  a clearing
                         agency,  a  savings  association,   or  other  eligible
                         guarantor   institution,   must  guarantee  signatures.
                         Additional  documentation  is required  for the sale of
                         shares by corporations, intermediaries, fiduciaries and
                         surviving joint owners. If you have any questions about
                         the procedures, contact the Funds.

                         BY TELEPHONE:

                         You may redeem your shares by telephone  request unless
                         you  choose  not to have  this  option  on the  Account
                         Application.  Call the  Funds at  (800)  438-6375  with
                         instructions on how you wish to receive your sale
                         proceeds.

                         A telephone redemption request must be received by 3:00
                         p.m., Central Time, for you to receive that day's NAV.

                         You may have the proceeds  mailed to your  address,  or
                         mailed  or sent  electronically  to a  commercial  bank
                         account   previously   designated   on   your   Account
                         Application.

                         Telephone  redemption  is not available for shares held
                         in nominee or street name accounts,  or retirement plan
                         accounts.

                         If you are  unable to contact  the Funds by  telephone,
                         you may also mail the  redemption  request to the Funds
                         at the address listed above.  The telephone  redemption
                         option  will be  unavailable  for a  period  of 10 days
                         following a telephonic address change.


                                      -27-
<PAGE>

                         BY CHECK:

                         A free check writing service is available for the Money
                         Market  Funds.  To  establish  this  service and obtain
                         checks:

                         - at the time the account is opened, complete the
                           Signature Card section of the Account Application
                           Form; or

                         - after  opening an account  in the Fund,  contact  the
                           Funds  by  telephone  or mail to  obtain  an  Account
                           Application   Form,   and  complete  and  return  the
                           Signature Card section.

                         You  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  you,  the  check  writing
                         privilege  may be modified or  terminated.  You may not
                         close a Fund account by writing a check. There is a $25
                         charge for each stop payment request.

AUTO WITHDRAWAL          The Auto Withdrawal Plan enables you, as a shareholder
PLAN                     of a Fund, to make regular monthly or quarterly
                         redemptions  of shares.  With your  authorization,  the
                         Transfer Agent will automatically  redeem shares at NAV
                         on the dates of the  withdrawal and have a check in the
                         amount   specified   mailed  to  you  or  automatically
                         deposited   into  your  bank   account.   In  order  to
                         participate:

                         - the required  minimum  withdrawal is $100;  and - the
                         Fund must maintain a $1,000 minimum balance.

                         To participate in the Auto Withdrawal  Plan, you should
                         call (800) 438-6375 for more information.

AUTOMATIC                The Funds reserve the right to redeem, at NAV, the
REDEMPTION               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 these shares,  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  that
                         will  increase  the  value of the  account  to at least
                         $500.

                         If you  elect to  receive  distributions  in cash,  and
                         checks (1) are returned  and marked as  "undeliverable"
                         or (2)  remain  uncashed  for  six  months,  your  cash
                         election will be changed  automatically and your future
                         dividend  and  capital  gains   distributions  will  be
                         reinvested in the Fund at the per share NAV  determined
                         as of the  date  of  payment  of the  distribution.  In
                         addition,  any  undeliverable  checks  or  checks  that
                         remain  uncashed  for six months will be  canceled  and
                         will be  reinvested  in the Fund at the per  share  NAV
                         determined as of the date of cancellation.


                                      -28-
<PAGE>

DIVIDENDS, DISTRIBUTIONS, AND TAXES

DIRECT DIVIDEND          You may elect to have all income dividends and capital
OPTION                   gains distributions paid by check or reinvested in any
                         other Fund, (provided the other Fund is maintained at
                         the minimum required balance).

                         The  Directed   Dividend  Option  may  be  modified  or
                         terminated  by the  Funds 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 IRA.

DIVIDENDS AND            The Limited Term Bond, Bond, Income and Municipal Bond
CAPITAL GAINS            Funds 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 Money
                         Market  Funds intend to declare 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.

                         The  Balanced,  Equity,  and  Aggressive  Growth  Funds
                         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.

                         Each Fund also intends to distribute its capital gains,
                         if any, at least annually, normally in December of each
                         year.  A  shareholder  will  automatically  receive all
                         income  dividends  and capital gains  distributions  in
                         additional full and fractional  shares of a Fund at NAV
                         as of the  ex-dividend  date,  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 Dept.  L-1392,  Columbus,  Ohio 43260-1392
                         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.

TAX CONSIDERATIONS       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 AMT, 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 AMT income
                         for purposes of the AMT and the environmental tax
                         imposed under Code Sections 55 and 59A, respectively.
                         Only the Municipal Bond and Municipal Assets Funds are
                         expected to be eligible to designate certain dividends
                         as "exempt-interest dividends."


                                      -29-
<PAGE>

                         Exempt-interest  dividends of a Fund,  although  exempt
                         from  regular  federal  income tax, are included 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
                         Balanced,  Equity,  and Aggressive  Growth Funds 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.   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.

                         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.

                         Shareholders  should be aware that redeeming  shares of
                         the  Municipal  Bond  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.

                         Distributions  from all of the Funds may be  subject to
                         state and local taxes. Distributions of a Fund that are
                         derived from interest on U.S. Government securities may
                         be exempt from state and local taxes in certain states.
                         In certain states,  distributions of the Municipal Bond
                         and  Municipal  Assets  Funds  which are  derived  from
                         interest   on   obligations   of  that   state  or  its
                         municipalities  or any  political  subdivisions  may be
                         exempt from state and local taxes.  Shareholders should
                         consult  their  tax  advisors  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   U.S.   Government
                         securities and the particular tax  consequences to them
                         of an investment in a Fund,  including the  application
                         of state and local tax laws.

                         -------------------------------------------------------
                         SHORT- OR LONG-TERM?  If you sell or exchange your Fund
                         shares  within  12  months  of  buying  them,  you will
                         receive a short-term capital gain. Any sale or exchange
                         beyond  that time will  generate  a  long-term  capital
                         gain.


                                      -30-
<PAGE>

DISTRIBUTION ARRANGEMENTS

SHARE CLASSES            In addition to the shares generally offered for
                         investment,  some of the Funds offer special classes of
                         shares.  Each class of shares is exchangeable  only for
                         shares of the same class.

                         SHARE CLASS                CLASS DESCRIPTION

                         "S" and "S2"        These shares are normally offered
                                             through financial institutions
                                             providing automatic "Sweep"
                                             investment programs to their
                                             customers. These shares bear
                                             separate distribution and/or
                                             shareholder servicing fees.
                                             Participating organizations selling
                                             or servicing these shares may
                                             receive different compensation with
                                             respect to one class over another.
                                             The Liquid Assets Fund, Municipal
                                             Assets Fund and Government Assets
                                             Fund offer Class S shares while
                                             only the Liquid Assets Fund offers
                                             Class S2 shares.

                         "S" Shares of       These shares are offered to all
                         the Equity Fund     shareholders, except those who
                                             qualify for "T" shares.

                         "T" Shares of       These shares are offered solely to
                         the Equity Fund     fiduciary accounts of AMCORE
                                             Investment Group, N.A. over which
                                             AMCORE Investment Group, N.A.
                                             exercises investment discretion.

                         "T"                 These shares are offered by to the
                                             Money Market Funds.  These shares
                                             offer a check writing privilege and
                                             are also offered through trust
                                             organizations or others providing
                                             shareholder services such as
                                             establishing and maintaining
                                             custodial accounts and records for
                                             their customers who invest in "T"
                                             shares, assisting customers in
                                             processing purchase, exchange and
                                             redemption requests and responding
                                             to customers' inquiries concerning
                                             their investments, though they may
                                             also be used in "sweep" programs.
                                             These shares bear separate
                                             distribution and/or shareholder
                                             servicing fees.  Participating
                                             organizations selling or servicing
                                             these shares may receive different
                                             compensation with respect to one
                                             class over another.

                         "I"                 These shares are offered by the
                                             Liquid Assets and Municipal Assets
                                             Funds.  These shares pay no
                                             shareholder or servicing fees and
                                             so are normally offered directly by
                                             the distributor or through trust
                                             organizations providing fiduciary
                                             account services for an additional
                                             fee.

OTHER                    EQUITY "S" SHARES. Depending upon the terms of the
                         particular Customer account, a Participating
                         Organization 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 Participating
                         Organization. This Prospectus should be read in
                         conjunction with any such information provided by the
                         Participating Organization.

                         RULE 12b-1 FEES.  Each Fund, except the Money Market
                         Funds, has adopted a plan under SEC Rule 12b-1 that
                         allows the Fund to pay asset-based distribution and
                         service  fees  for  the  distribution and sale of its
                         shares.  All of the Funds' plans allow charges of up to
                         0.25% but no 12b-1 fees are currently being imposed
                         under the plan.

                         ADMINISTRATIVE  SERVICE FEES. Each Fund,  except Liquid
                         Assets  Fund Class I shares and  Municipal  Assets Fund
                         Class  I  shares,   has   adopted  a  plan   under  the
                         Administrative  Services  Plan that  allows the Fund to
                         pay service fees for the distribution and sale of its
                         shares.  The Government Assets Fund plan allows charges
                         of up to .25% but no fees are currently being imposed
                         under the plan.  The Liquid Assets Fund T shares and
                         the Municipal Assets Fund T shares plans allow charges
                         of up to .25% but only .15% is currently being imposed
                         under each plan.  The Vintage Equity Fund Class S
                         shares plan allows charges of up to .25% and .25% is
                         currently being imposed under the plan. All of the
                         other Funds' plans allow charges of up to .25% but no
                         fees are currently being imposed under the plans.

                                      -31-
<PAGE>


                       THIS PAGE INTENTIONALLY LEFT BLANK




                                      -32-

<PAGE>

FINANCIAL HIGHLIGHTS

                         The financial  highlights table is intended to help you
                         understand  the Fund's  financial  performance  for the
                         past 5 years (or, if shorter,  the period of the Fund's
                         operations).  Certain  information  reflects  financial
                         results for a single Fund share.  The total  returns in
                         the table  represent  the rate that an  investor  would
                         have  earned  (or  lost) on an  investment  in the Fund
                         (assuming    reinvestment    of   all   dividends   and
                         distributions). The information for the period ended on
                         March 31, 1999, has been audited by McGladrey & Pullen,
                         LLP,  whose  report,  along with the  Fund's  financial
                         statements,  are included in the Funds' annual  report,
                         which is available upon request.  The  information  for
                         the period ended on March 31, 1998, has been audited by
                         KPMG Peat Marwick LLP. The  information  for the Liquid
                         Assets Fund,  Municipal  Assets Fund, and Bond Fund for
                         the  period  ended on or prior to March 31,  1997,  has
                         been audited by KPMG Peat Marwick.  The information for
                         all other  Funds for the  periods  ended on or prior to
                         March 31, 1997, has been audited by Ernst & Young LLP.


                                      -33-
<PAGE>

<TABLE>
<CAPTION>
                                                    INVESTMENT ACTIVITIES                             DISTRIBUTIONS
                                     ---------------------------------------------------   ----------------------------------------
                                        NAV          NET      NET REALIZED/   TOTAL FROM    FROM NET    FROM NET       TOTAL
                                     BEGINNING   INVESTMENT    UNREALIZED     INVESTMENT   INVESTMENT   REALIZED    DIVIDENDS AND
                                     OF PERIOD     INCOME    GAINS/(LOSSES)   ACTIVITIES     INCOME       GAINS     DISTRIBUTIONS
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>           <C>            <C>         <C>           <C>          <C>
GOVERNMENT ASSETS FUND "T" SHARES
 Year Ended March 31, 1999            $ 1.00        0.05          0.00           0.05        (0.05)        0.00         (0.05)
 Year Ended March 31, 1998            $ 1.00        0.05          0.00           0.05        (0.05)        0.00         (0.05)
 Year Ended March 31, 1997            $ 1.00        0.05          0.00           0.05        (0.05)        0.00         (0.05)
 Year Ended March 31, 1996            $ 1.00        0.05          0.00           0.05        (0.05)        0.00         (0.05)
 Year Ended March 31, 1995            $ 1.00        0.04          0.00           0.04        (0.04)        0.00         (0.04)

LIQUID ASSETS FUND "T" SHARES
 Year Ended March 31, 1999            $ 1.00        0.05          0.00           0.05        (0.05)        0.00         (0.05)
 Nine Months Ended March 31, 1998     $ 1.00        0.04          0.00           0.04        (0.04)        0.00         (0.04)
 January 2, 1997 to June 30, 1997*    $ 1.00        0.03          0.00           0.03        (0.03)        0.00         (0.03)

LIQUID ASSETS FUND "I" SHARES
 Year Ended March 31, 1999            $ 1.00        0.05          0.00           0.05        (0.05)        0.00         (0.05)
 Nine Months Ended March 31, 1998     $ 1.00        0.04          0.00           0.04        (0.04)        0.00         (0.04)
 October 29, 1996 to June 30, 1997*   $ 1.00        0.04          0.00           0.04        (0.04)        0.00         (0.04)

MUNICIPAL ASSETS FUND "T" SHARES
 Year Ended March 31, 1999            $ 1.00        0.03          0.00           0.03        (0.03)        0.00         (0.03)
 Nine Months Ended March 31, 1998     $ 1.00        0.02          0.00           0.02        (0.02)        0.00         (0.02)
 January 2, 1997 to June 30, 1997*    $ 1.00        0.02          0.00           0.02        (0.02)        0.00         (0.02)

MUNICIPAL ASSETS FUND "I" SHARES
 Year Ended March 31, 1999            $ 1.00        0.03         0.00            0.03        (0.03)        0.00         (0.03)
 Nine Months Ended March 31, 1998     $ 1.00        0.02         0.00            0.02        (0.02)        0.00         (0.02)
 March 27, 1997 to June 30, 1997*     $ 1.00        0.01         0.00            0.01        (0.01)        0.00         (0.01)

LIMITED TERM BOND FUND
 Year Ended March 31, 1999            $ 9.99        0.49          0.00           0.49        (0.48)        0.00         (0.48)
 Year Ended March 31, 1998            $ 9.69        0.46          0.35           0.81        (0.51)(c)     0.00         (0.51)
 Year Ended March 31, 1997            $ 9.89        0.50         (0.20)          0.30        (0.50)        0.00         (0.50)
 June 15, 1995 to March 31, 1996*     $10.00        0.44         (0.11)          0.33        (0.43)       (0.01)        (0.44)

BOND FUND
 Year Ended March 31, 1999            $ 9.86        0.53          0.04           0.57        (0.53)       (0.02)        (0.55)
 Eleven Months Ended March 31, 1998   $ 9.82        0.66          0.33           0.99        (0.66)       (0.29)        (0.95)
 Year Ended April 30, 1997            $ 9.78        0.62          0.05           0.67        (0.62)        0.00         (0.62)
 July 7, 1995 to April 30, 1996*      $10.00        0.49         (0.28)          0.21        (0.43)        0.00         (0.43)

INCOME FUND
 Year Ended March 31, 1999            $10.04        0.55         (0.04)          0.51        (0.57)(d)     0.00         (0.57)
 Year Ended March 31, 1998            $ 9.70        0.50          0.38           0.88        (0.54)(c)     0.00         (0.54)
 Year Ended March 31, 1997            $ 9.93        0.54         (0.24)          0.30        (0.53)        0.00         (0.53)
 Year Ended March 31, 1996            $ 9.71        0.61          0.23           0.84        (0.62)        0.00         (0.62)
 Year Ended March 31, 1995            $ 9.92        0.54         (0.22)          0.32        (0.53)        0.00         (0.53)

MUNICIPAL BOND FUND
 Year Ended March 31, 1999            $10.60        0.40          0.08           0.48        (0.40)       (0.01)        (0.41)
 Year Ended March 31, 1998            $10.22        0.40          0.40           0.80        (0.40)       (0.02)        (0.42)
 Year Ended March 31, 1997            $10.27        0.38         (0.05)          0.33        (0.38)        0.00         (0.38)
 Year Ended March 31, 1996            $ 9.97        0.43          0.30           0.73        (0.43)        0.00         (0.43)
 Year Ended March 31, 1995            $ 9.91        0.43          0.07           0.50        (0.43)       (0.01)        (0.44)

BALANCED FUND
 Year Ended March 31, 1999            $15.05        0.24          1.60           1.84        (0.24)       (0.64)        (0.88)
 Year Ended March 31, 1998            $11.72        0.21          3.67           3.88        (0.21)       (0.34)        (0.55)
 Year Ended March 31, 1997            $11.08        0.18          1.05           1.23        (0.18)       (0.41)        (0.59)
 June 1, 1995 to March 31, 1996*      $10.00        0.24          1.08           1.32        (0.24)        0.00         (0.24)

EQUITY FUND "S" SHARES
 Year Ended March 31, 1999            $21.04       (0.06)         3.21           3.15        (0.01)       (1.28)        (1.29)
 Year Ended March 31, 1998            $16.58        0.00          7.19           7.19        (0.01)       (2.71)        (2.72)
 Year Ended March 31, 1997            $14.48        0.05          2.60           2.65        (0.05)       (0.50)        (0.55)
 Year Ended March 31, 1996            $11.44        0.13          3.27           3.40        (0.13)       (0.23)        (0.36)
 Year Ended March 31, 1995            $10.05        0.15          1.41           1.56        (0.15)       (0.02)        (0.17)

EQUITY FUND T SHARES
 Year Ended March 31, 1999            $21.05       (0.01)        3.19            3.18        (0.01)       (1.28)        (1.29)
 February 14, 1998 to March 31, 1998* $19.77        0.00         1.28            1.28         0.00         0.00          0.00

AGGRESSIVE GROWTH FUND
 Year Ended March 31, 1999            $16.99       (0.11)         1.70           1.59         0.00        (0.95)        (0.95)
 Year Ended March 31, 1998            $11.90       (0.09)         5.61           5.52         0.00        (0.43)        (0.43)
 Year Ended March 31, 1997            $10.88       (0.06)         1.08           1.02         0.00         0.00          0.00
 Sept. 29, 1995 to March 31, 1996*    $10.00        0.00          0.90           0.90         0.00        (0.02)        (0.02)
</TABLE>

*   Period from commencement of operations.
**  During the period certain fees were voluntarily  reduced.  If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
(c) Includes $.04 per share and $.02 per share of distributions in excess of net
    investment income for Limited Term Bond Fund and Income Fund,  respectively,
    for year ended March 31, 1998.
(d) Includes $.01 per share of distribution in excess of net investment income.
                                      -34-
<PAGE>
<TABLE>
<CAPTION>
                                                                           TOTAL RETURN / RATIOS / SUPPLEMENTAL DATA
                                   -------------------------------------------------------------------------------------------------
                                                                                RATIO OF NET                    RATIO OF
                                                                     RATIO OF    INVESTMENT     RATIO OF    NET INVESTMENT
                                     NAV              NET ASSETS   EXPENSES TO     INCOME       EXPENSES        INCOME
                                   END OF   TOTAL   END OF PERIOD   TO AVERAGE   TO AVERAGE    TO AVERAGE     TO AVERAGE   PORTFOLIO
                                   PERIOD  RETURN   (000 OMITTED)   NET ASSETS   NET ASSETS    NET ASSETS**   NET ASSETS**  TURNOVER
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>       <C>       <C>            <C>          <C>            <C>           <C>           <C>
GOVERNMENT ASSETS FUND "T" SHARES
 Year Ended March 31, 1999          $ 1.00    4.61%     $150,006       0.73%        4.49%          0.76%         4.46%         N/A
 Year Ended March 31, 1998          $ 1.00    4.72%     $155,130       0.73%        4.79%          0.98%         4.54%         N/A
 Year Ended March 31, 1997          $ 1.00    4.62%     $158,698       0.76%        4.53%          1.01%         4.28%         N/A
 Year Ended March 31, 1996          $ 1.00    5.24%     $153,836       0.54%        5.08%          0.72%         4.90%         N/A
 Year Ended March 31, 1995          $ 1.00    4.32%     $137,888       0.50%        4.26%          0.98%         3.78%         N/A

LIQUID ASSETS FUND "T" SHARES
 Year Ended March 31, 1999          $ 1.00    4.70%     $33,673        0.84%        4.54%           --            --           N/A
 Nine Months Ended March 31, 1998   $ 1.00    3.81%(a)  $16,147        0.70%(b)     5.07%(b)        --            --           N/A
 January 2, 1997 to June 30, 1997*  $ 1.00    2.51%(a)  $17,859        0.70%(b)     4.96%(b)        --            --           N/A

LIQUID ASSETS FUND "I" SHARES
 Year Ended March 31, 1999          $ 1.00    4.86%     $ 16,751       0.69%        4.67%           --             --          N/A
 Nine Months Ended March 31, 1998   $ 1.00    3.98%(a)  $ 13,729       0.47%(b)     5.31%(b)        --             --          N/A
 October 29, 1996 to June 30, 1997* $ 1.00    3.51%(a)  $  2,356       0.45%(b)     5.19%(b)        --             --          N/A


MUNICIPAL ASSETS FUND "T" SHARES
 Year Ended March 31, 1999          $ 1.00    2.73%     $14,949        0.87%        2.66%          0.94%         2.59%         N/A
 Nine Months Ended March 31, 1998   $ 1.00    2.31%(a)  $12,005        0.69%(b)     3.09%(b)        --            --           N/A
 January 2, 1997 to June 30, 1997*  $ 1.00    1.61%(a)  $25,036        0.66%(b)     3.17%(b)       0.90%         2.93%         N/A

MUNICIPAL ASSETS FUND "I" SHARES
 Year Ended March 31, 1999          $ 1.00    2.88%     $ 22,405       0.72%        2.81%          0.79%         2.74%         N/A
 Nine Months Ended March 31, 1998   $ 1.00    2.49%(a)  $ 20,010       0.46%(b)     3.32%(b)        --            --           N/A
 March 27, 1997 to June 30, 1997*   $ 1.00    1.20%(a)  $      7       0.41%(b)     3.42%(b)       0.65%         3.18%         N/A

LIMITED TERM BOND FUND
 Year Ended March 31, 1999          $10.00    5.01%     $56,005        1.05%        4.89%           --            --          31.08%
 Year Ended March 31, 1998          $ 9.99    8.51%     $37,777        1.35%        4.60%          1.60%         4.35%        80.26%
 Year Ended March 31, 1997          $ 9.69    3.13%     $38,835        1.40%        5.18%          1.65%         4.93%        70.63%
 June 15, 1995 to March 31, 1996*   $ 9.89    3.40%(a)  $41,178        1.18%(b)     5.53%(b)       1.18%(b)      5.53%(b)     69.30%

BOND FUND
 Year Ended March 31, 1999          $ 9.88    5.95%     $21,984        1.03%        5.46%           --            --          37.28%
 Eleven Months Ended March 31, 1998 $ 9.86   10.30%(a)  $ 7,213        0.88%(b)     7.66%(b)        --            --         225.79%
 Year Ended April 30, 1997          $ 9.83    6.97%     $ 3,201        0.83%        6.16%           --            --          42.22%
 July 7, 1995 to April 30, 1996*    $ 9.78    2.10%(a)  $ 3,642        0.80%(b)     6.24%(b)        --            --          60.43%

INCOME FUND
 Year Ended March 31, 1999          $9.98     5.13%     $100,341       1.01%        5.51%           --            --          60.60%
 Year Ended March 31, 1998          $10.04    9.31%     $104,604       1.15%        5.04%          1.40%         4.79%        52.03%
 Year Ended March 31, 1997          $ 9.70    3.14%     $92,031        1.20%        5.52%          1.45%         5.27%        59.70%
 Year Ended March 31, 1996          $ 9.93    8.74%     $84,752        0.97%        5.77%          0.97%         5.77%       113.25%
 Year Ended March 31, 1995          $ 9.71    3.46%     $81,673        0.94%        5.53%          1.22%         5.26%        32.38%

MUNICIPAL BOND FUND
 Year Ended March 31, 1999          $10.67    4.64%     $49,950        0.94%        3.76%          1.04%         3.66%        13.87%
 Year Ended March 31, 1998          $10.60    7.89%     $48,282        1.21%        3.76%          1.46%         3.51%        36.60%
 Year Ended March 31, 1997          $10.22    3.22%     $45,164        1.28%        3.68%          1.53%         3.43%        21.00%
 Year Ended March 31, 1996          $10.27    7.43%     $42,436        0.75%        4.21%          1.02%         3.94%        14.21%
 Year Ended March 31, 1995          $ 9.97    5.29%     $30,717        0.73%        4.42%          1.30%         3.84%         5.77%

BALANCED FUND
 Year Ended March 31, 1999          $16.01   12.66%     $85,424        1.28%        1.61%           --            --          48.38%
 Year Ended March 31, 1998          $15.05   33.46%     $63,403        1.38%        1.58%          1.63%         1.33%       101.32%
 Year Ended March 31, 1997          $11.72   11.05%     $32,012        1.55%        1.58%          1.80%         1.33%        38.35%
 June 1, 1995 to March 31, 1996*    $11.08   13.29%(a)  $13,516        1.32%(b)     2.66%(b)       1.32%(b)      2.66%(b)     61.72%

EQUITY FUND "S" SHARES
 Year Ended March 31, 1999          $22.90   15.72%     $253,593       1.40%       (0.34%)          --            --          59.22%
 Year Ended March 31, 1998          $21.05   45.54%     $196,772       1.31%        0.08%          1.56%         0.33%        72.80%
 Year Ended March 31, 1997          $16.58   18.35%     $309,669       1.33%        0.32%          1.58%         0.07%        37.08%
 Year Ended March 31, 1996          $14.48   29.96%     $210,950       1.09%        0.96%          1.09%         0.96%        33.23%
 Year Ended March 31, 1995          $11.44   15.74%     $149,233       1.07%        1.47%          1.35%         1.19%        20.54%

EQUITY FUND T SHARES
 Year Ended March 31, 1999          $22.94   15.88%     $280,418       1.15%       (0.08%)          --             --         59.22%
 February 14, 1998 to March 31,
  1998*                             $21.05    6.40%(a)  $275,245       1.19%(b)     0.63%(b)       1.44%(b)       0.38%(b)    72.80%

AGGRESSIVE GROWTH FUND
 Year Ended March 31, 1999          $17.63    9.85%     $121,552       1.42%       (0.69%)          --            --          61.90%
 Year Ended March 31, 1998          $16.99   46.82%     $101,377       1.56%       (0.74%)         1.81%        (0.99%)       86.36%
 Year Ended March 31, 1997          $11.90    9.39%     $ 49,413       1.63%       (0.64%)         1.88%        (0.89%)       45.14%
 Sept. 29, 1995 to March 31, 1996*  $10.88    9.10%(a)  $ 23,319       1.57%(b)     0.08%(b)       1.57%(b)      0.08%(b)      4.31%
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