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

                          LIQUID ASSETS FUND S Shares

                         MUNICIPAL ASSETS FUND S Shares







                                   Prospectus

                                  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>

                                TABLE OF CONTENTS

RISK/RETURN SUMMARY                                           2

FEES AND EXPENSES OF THE FUNDS                                5

DESCRIPTION OF THE FUNDS                                      6
         Liquid Assets Fund                                   6
         Municipal Assets Fund                                7

MANAGEMENT OF THE FUNDS                                       9

PURCHASE AND SALE OF SHARES                                   10
         How the Funds Value Their Shares                     10
         How to Buy Shares                                    10
         How to Exchange Shares                               11
         How to Sell Shares                                   11
         Auto Withdrawal Plan                                 12
         Automatic Redemption                                 12

DIVIDENDS, DISTRIBUTIONS, AND TAXES                           13

DISTRIBUTION ARRANGEMENTS                                     15

FINANCIAL HIGHLIGHTS                                          15

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:

     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  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.

LIQUID ASSETS FUND
MUNICIPAL ASSETS FUND

OBJECTIVES:  The investment  objectives of the 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:

     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 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  the  Funds  by  calling
1-800-798-1819.

LIQUID ASSETS FUND


                         [CHART]

<TABLE>
<CAPTION>
                         1989     1990     1991     1992     1993     1994     1995     1996     1997     1998
                         --------------------------------------------------------------------------------------
                         <S>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
                         8.43%    7.60%    5.44%    3.40%    2.54%    3.58%    5.11%    4.54%    4.64%    4.41%
</TABLE>

                         * The total return for the 6 months ended June 30, 1999
                           was 1.86%.

                         During the period shown in the bar chart, the highest
                         return for a quarter was 2.15% (quarter ending 6/30/89)
                         and the lowest return for a quarter was 0.62% (quarter
                         ending 12/31/93).
<TABLE>
<CAPTION>
                         ----------------------------------------------------------------------
                                       AVERAGE ANNUAL TOTAL RETURN (AS OF 12/31/98)
                                                                      5 Year (or
                                                           1 Year   Since Inception)  10 Year
                         ----------------------------------------------------------------------
                         <S>                                <C>          <C>            <C>
                         Liquid Assets S                    4.41%        4.46%          4.96%

</TABLE>

Municipal Assets Fund

                                     [CHART]

<TABLE>
<CAPTION>
                         1989     1990     1991     1992     1993     1994     1995     1996     1997     1998
                         --------------------------------------------------------------------------------------
                         <S>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
                         5.70%    5.11%    3.88%    2.28%    1.51%    1.88%    2.87%    2.68%    2.99%    2.66%
</TABLE>
                         *The total return for the 6 months ended June 30, 1999
                         was 1.08%.
                         During the period  shown in the bar chart,  the highest
                         return for a quarter was 1.54% (quarter ending 6/30/89)
                         and the lowest return for a quarter was 0.36%  (quarter
                         ending 3/31/94).

<TABLE>
<CAPTION>
                         ---------------------------------------------------------------------
                                    AVERAGE ANNUAL TOTAL RETURN (AS OF 12/31/98)
                                                          1 Year        5 Year         10 Year
                         ---------------------------------------------------------------------
                         <S>                               <C>          <C>            <C>
                         Municipal Assets                  2.66%        2.62%          3.15%
</TABLE>

<PAGE>

FEES AND EXPENSES OF THE FUNDS

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

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets) AND
EXAMPLES

The Examples are to help you compare the cost of investing in the Funds with the
cost of investing in other  funds.  They assume that you invest  $10,000 in each
Fund for the  periods  indicated  and then  redeem all your shares at the end of
those periods.  They also 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>
LIQUID ASSETS FUND
- ---------------------------------------------------------- ---------------- ------------------------ --------------------
Management Fees                                                 0.35%            After 1 year               $136
- ---------------------------------------------------------- ---------------- ------------------------ --------------------
Distribution (12b-1) Fees                                       0.40%            After 3 years              $425
- ---------------------------------------------------------- ---------------- ------------------------ --------------------
Other Expenses                                                  0.59%            After 5 years              $734
- ---------------------------------------------------------- ---------------- ------------------------ --------------------
Total Fund Operating Expenses                                   1.34%            After 10 years             $1,613
- ---------------------------------------------------------- ---------------- ------------------------ --------------------
MUNICIPAL ASSETS FUND
- ---------------------------------------------------------- ---------------- ------------------------ --------------------
Management Fees                                                 0.35%            After 1 year               $121
- ---------------------------------------------------------- ---------------- ------------------------ --------------------
Other Expenses                                                  0.84%            After 3 years              $378
                                                                            ------------------------ --------------------
                                                                                 After 5 years              $654
- ---------------------------------------------------------- ---------------- ------------------------ --------------------
Total Fund Operating Expenses                                  1.19%*            After 10 years             $1,443
- ---------------------------------------------------------- ---------------- ------------------------ --------------------
</TABLE>
*During the fiscal year certain fees were voluntarily  reduced for an actual fee
of 1.12%.
<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:

     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.

OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

The Funds' investment  objectives are safety of 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' investments. 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.

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.

MUNICIPAL ASSETS FUND

The Fund pursues its  objective by investing in  high-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 also
may invest up to 20% of its assets in taxable securities.

RISK CONSIDERATIONS

The 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.

OTHER INVESTMENT INFORMATION

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.

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,  which
are  inconsistent  with  the  Fund's  primary  investment  strategies.  For  the
Municipal  Assets Funds which 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.

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.
<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:

FUND                          FEE AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS
Liquid Assets Fund                              .35%
Municipal Assets Fund                           .35%

PORTFOLIO MANAGERS

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

         Kathryn D. Beyer, CFA                        Jeffrey D. Lorenzen, CFA
         Managing Director                            Managing Director
         Ms. Beyer is a fixed-income                  Mr. Lorenzen is a
         strategist and is a member of                fixed-income strategist,
         IMG's Investment Policy                      is a member of IMG's
         Committee.                                   Investment Policy
         She has been with IMG since 1993.            Committee, and chairperson
                                                      of the Bond Research
                                                      Committee.
                                                      He has been with IMG since
                                                      1992.
                            Elizabeth S. Pierson, CFA
                 Vice President and Senior Fixed-Income Manager.
                 Ms. Pierson is a fixed-income strategist and is a
                 member of IMG's Investment Policy Committee.
                 She has been with AMCORE Capital Management, Inc.
                 (or a predecessor) since 1984. Ms. Pierson became
                 an employee of IMG effective with the acquisition
                 of IMG by AMCORE Financial, Inc. in February 1998.
<PAGE>


PURCHASE AND SALE OF SHARES

HOW THE FUNDS VALUE THEIR SHARES

The Funds' NAV is  calculated  at 11:00 a.m.  Central Time each day the New York
Stock Exchange ("Exchange") is open for business.

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 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.

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.
                                2203 Grand Avenue
                              Des Moines, IA 50312

An  Account  Application  form can be  obtained  by  calling  the Funds at (800)
798-1819.  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) 798-1819 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  that 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 SHARES

You may  exchange  your Fund  shares  for  shares of the 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.  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.

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.
                                2203 Grand Avenue
                              Des Moines, IA 50312

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
IMG.

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)  798-1819 with
instructions on how you wish to receive your sale proceeds.

You may have the proceeds  mailed to your  address,  or sent  electronically  or
mailed 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 above address.  The telephone  redemption
option  will be  unavailable  for a period  of 10 days  following  a  telephonic
address change.

AUTO WITHDRAWAL PLAN

The Auto  Withdrawal  Plan  enables  you, as a  shareholder  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) 798-1819 for
more information.

AUTOMATIC REDEMPTION

The Funds reserve the right to redeem, at NAV, the shares of any shareholder if,
because of redemptions of shares by or on behalf of the shareholder, 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.
<PAGE>
DIVIDENDS, DISTRIBUTIONS, AND TAXES

DIRECTED DIVIDEND OPTION

You may elect to have all income dividends and capital 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 CAPITAL GAINS

The 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.

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 2203 Grand  Avenue,  Des Moines,  Iowa 50312 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 alternative  minimum tax ("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  Assets  Fund is  expected  to be eligible to
designate certain dividends as "exempt-interest dividends."

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.  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.

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 Assets Fund that 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.
<PAGE>

DISTRIBUTION ARRANGEMENTS

SHARE CLASSES

In this prospectus the Funds offer the class of shares described below.

 SHARE CLASS                               CLASS DESCRIPTION
"S"                          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.

RULE  12B-1  FEES.  Each  Fund has  adopted a plan  under SEC Rule  12b-1 and an
Administrative   Services   Plan  that  allows  the  Fund  to  pay   asset-based
distribution and service fees for the  distribution and sale of its shares.  The
Liquid  Assets Fund plans allow charges of up to .75% but only .65% is currently
being imposed under the plans.  The Municipal Assets Fund plans allow charges of
up to .50% but only .40% is currently being imposed under the plans.

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).  McGladrey & Pullen,  LLP have audited the
information  for the period ended on March 31, 1999.  Their reports,  along with
the Fund's  financial  statements,  are included in the Funds'  annual  reports,
which are available upon request. The information for the period ended March 31,
1998, has been audited by KPMG Peat Marwick, LLP.
<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>
LIQUID ASSETS FUND "S" SHARES
 Year Ended March 31, 1999            $ 1.00        0.04          0.00           0.04        (0.04)        0.00         (0.04)
 Nine Months Ended March 31, 1998     $ 1.00        0.03          0.00           0.03        (0.03)        0.00         (0.03)
 Year Ended June 30, 1997             $ 1.00        0.05          0.00           0.05        (0.05)        0.00         (0.05)
 Year Ended June 30, 1996             $ 1.00        0.05          0.00           0.05        (0.05)        0.00         (0.05)
 Year Ended June 30, 1995             $ 1.00        0.05          0.00           0.05        (0.05)        0.00         (0.05)

MUNICIPAL ASSETS FUND "S" SHARES
 Year Ended March 31, 1999            $ 1.00        0.02          0.00           0.02        (0.02)        0.00         (0.02)
 Nine Months Ended March 31, 1998     $ 1.00        0.02          0.00           0.02        (0.02)        0.00         (0.02)
 Year Ended June 30, 1997             $ 1.00        0.03          0.00           0.03        (0.03)        0.00         (0.03)
 Year Ended June 30, 1996             $ 1.00        0.03          0.00           0.03        (0.03)        0.00         (0.03)
 Year Ended June 30, 1995             $ 1.00        0.03          0.00           0.03        (0.03)        0.00         (0.03)
</TABLE>

<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
                                    PERIOD  RETURN    (000 OMITTED)  NET ASSETS  NET ASSETS   NET ASSETS**   NET ASSETS**
- -------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>       <C>         <C>          <C>          <C>           <C>            <C>
LIQUID ASSETS FUND "S" SHARES
 Year Ended March 31, 1999          $ 1.00    4.18%       $ 77,343     1.34%        4.06%          --             --
 Nine Months Ended March 31, 1998   $ 1.00    3.43%       $ 69,514     1.20%(b)     4.57%(b)       --             --
 Year Ended June 30, 1997           $ 1.00    4.46%       $ 60,663     1.20%        4.46%          --             --
 Year Ended June 30, 1996           $ 1.00    4.68%       $179,633     1.20%        4.68%          --             --
 Year Ended June 30, 1995           $ 1.00    4.66%       $167,085     1.20%        4.66%          --             --

MUNICIPAL ASSETS FUND "S" SHARES
 Year Ended March 31, 1999          $ 1.00    2.47%       $  7,894     1.12%        2.41%         1.19%          2.34%
 Nine Months Ended March 31, 1998   $ 1.00    2.13%(a)    $  7,102     0.94%(b)     2.84%(b)       --             --
 Year Ended June 30, 1997           $ 1.00    2.90%       $  4,664     0.93%        2.90%         1.15%          2.68%
 Year Ended June 30, 1996           $ 1.00    2.64%       $ 10,146     1.48%        2.64%          --             --
 Year Ended June 30, 1995           $ 1.00    2.53%       $ 16,130     1.38%        2.53%          --             --
</TABLE>

*    During the period certain fees were voluntarily reduced.  If such voluntary
     fee reductions had not occurred, the ratios would have been as indicated.
(a)  Not annualized.
(b)  Annualized.
<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.
                           2203 Grand Avenue
                           Des Moines, IA 50312

By phone:                  For Information and Literature:    (800) 798-1819

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



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