VINTAGE MUTUAL FUNDS INC
497, 2000-07-28
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                           LIQUID ASSETS FUND S SHARES
                         MUNICIPAL ASSETS FUND S SHARES







                                   PROSPECTUS

                                  July 28, 2000



























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
o........Liquid Assets Fund...................................................6
o        Municipal Assets Fund................................................7

MANAGEMENT OF THE FUNDS.......................................................9

PURCHASE AND SALE OF SHARES..................................................10
o........How the Funds Value Their Shares....................................10
o        How to Purchase Shares..............................................10
o        How to Exchange Shares..............................................11
o        How to Sell Shares..................................................11
o        Selling Shares Directly to the Fund.................................12
o        Auto Withdrawal Plan................................................12
o        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

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:

o    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.

o    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.  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.  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  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 the 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.

You may  obtain  current  yield  information  for the  Funds  by  calling  (800)
798-1819.

LIQUID ASSETS FUND


The total return for the quarter ended June 30, 2000 was 1.25 percent.

During the period shown in the bar chart,  the highest  return for a quarter was
2.15 percent  (quarter  ending  6/30/89) and the lowest return for a quarter was
0.62 percent (quarter ending 12/31/93).
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                  Average Annual Total Return (as of 12/31/99)
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
                                           1 Year                     5 Year                     10 Year
------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                          <C>                       <C>
------------------------------------------------------------------------------------------------------------------
Liquid Assets                              3.95%                       4.53%                      4.51%
------------------------------------------------------------------------------------------------------------------
</TABLE>

MUNICIPAL ASSETS FUND

The total return for the quarter ended June 30, 2000 was 0.80 percent.

During the period shown in the bar chart,  the highest  return for a quarter was
1.54 percent  (quarter  ending  6/30/89) and the lowest return for a quarter was
0.36 percent (quarter ending 3/31/94).

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                 Average Annual Total Return (as of 12/31/99)
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
                                             1 Year                    5 Year                   10 Year
<S>                                     <C>                           <C>                     <C>
----------------------------------------------------------------------------------------------------------------
Municipal Assets                             2.28%                     2.70%                     2.81%
----------------------------------------------------------------------------------------------------------------
</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 percent 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                      $138
---------------------------------------------------------- ---------------- ------------------------ --------------------
Distribution (12b-1) Fees                                       0.40%       After 3 years                     $431
---------------------------------------------------------- ---------------- ------------------------ --------------------
---------------------------------------------------------- ---------------- ------------------------ --------------------
Other Expenses                                                  0.61%       After 5 years                     $745
---------------------------------------------------------- ---------------- ------------------------ --------------------
---------------------------------------------------------- ---------------- ------------------------ --------------------
Total Fund Operating Expenses                                   1.36%       After 10 years                 $1,635
---------------------------------------------------------- ---------------- ------------------------ --------------------
---------------------------------------------------------- ---------------- ------------------------ --------------------
Municipal Assets Fund
---------------------------------------------------------- ---------------- ------------------------ --------------------
---------------------------------------------------------- ---------------- ------------------------ --------------------
Management Fees                                                 0.35%       After 1 year                      $117
---------------------------------------------------------- ---------------- ------------------------ --------------------
---------------------------------------------------------- ---------------- ------------------------ --------------------
Distribution (12b-1) Fees                                       0.15%       After 3 years                     $365
---------------------------------------------------------- ---------------- ------------------------ --------------------
---------------------------------------------------------- ---------------- ------------------------ --------------------
Other Expenses                                                  0.65%       After 5 years                     $633
---------------------------------------------------------- ---------------- ------------------------ --------------------
---------------------------------------------------------- ---------------- ------------------------ --------------------
Total Fund Operating Expenses                                  1.15%(1)     After 10 years                 $1,398
---------------------------------------------------------- ---------------- ------------------------ --------------------
(1)  During the fiscal year, certain fees were voluntarily reduced for an actual
     fee of 1.14 percent.

</TABLE>

<PAGE>


Description of the Funds

This section of the  Prospectus  provides a more  complete  description  of each
Fund's investment  objectives,  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:

o    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.

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

o    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.

OBJECTIVES 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:

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

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

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

o    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;

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

o    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:

o    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

o    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 percent of its assets in taxable securities.

RISK CONSIDERATIONS

The Funds are subject to management  risk. This risk is the possibility that the
Fund's managers may make poor choices in selecting  securities and that the Fund
will not perform as well as other  funds.  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.


<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,  2000,  IMG had  approximately  $4.2  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, 2000,
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:

o        Kathryn D. Beyer, CFA
-        Managing Director and Fixed Income Strategist.
-        Ms. Beyer is a member of the Investment Strategy Committee and the Bond
         Research Committee.
-        She has been with IMG since 1993.

o        Jeffrey D. Lorenzen, CFA
-        Managing Director and Fixed Income Strategist.
-        Mr. Lorenzen is a member of the Investment Strategy Committee and
         chairperson of the Bond Research Committee.
-        He has been with IMG since 1992.

o        Elizabeth S. Pierson, CFA
-        Vice President and Senior Fixed-Income Manager.
-        Ms. Pierson is a member of the Investment Strategy Committee and the
         Bond Research Committee.
-        She became an employee of IMG effective with the acquisition of IMG by
         AMCORE Financial, Inc. in February 1998 and has been with IMG
         affiliates since 1984.


<PAGE>



PURCHASE AND SALE OF SHARES

HOW THE FUNDS VALUE THEIR SHARES

The Fund's NAV is  calculated  at 11:00 a.m.  Central  Time each day the Federal
Reserve  Bank  ("Fed")  or 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 Fund 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.

HOW TO PURCHASE 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 Plan
                      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  by calling  (800)  798-1819  to  arrange a transfer  from your bank
account.

When purchasing your shares by check or electronic funds transfer,  the purchase
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 business
days).

A Fund is required to withhold 31 percent 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
Vintage 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.

HOW TO SELL SHARES

You may redeem  your shares  (i.e.,  sell your shares back to a Fund) on any day
the Fed and  Exchange  are 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 business days).

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.

AUTO WITHDRAWAL PLAN

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

o        the required minimum withdrawal is $100; and
o        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 Fund may automatically redeem your shares at NAV if your account drops below
$500.  Before the Fund  exercises its right to redeem these shares,  you will be
given  notice that the value of your shares is less than the minimum  amount and
will be allowed 60 days to make an additional  investment that will increase the
value of your 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  Vintage 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 percent but only .65 percent
is currently  being  imposed under the plans.  The  Municipal  Assets Fund plans
allow  charges of up to .50  percent  but only .40  percent is  currently  being
imposed under the plans.

HOUSEHOLDING  REGULATORY  MATERIALS.  To reduce the volume of mail you  receive,
only one copy of financial reports, prospectuses, and other regulatory materials
is mailed to your household.  You can call us at (800) 798-1819,  or write to us
at the Funds' address,  to request (1) additional  copies free of charge, or (2)
that we discontinue our practice of householding regulatory materials.


<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).  PricewaterhouseCoopers LLP has audited the
information  for the period ended on March 31, 2000.  Their reports,  along with
the Fund's  financial  statements,  are included in the Funds'  annual  reports,
which are available  upon request.  The  financial  information  for the periods
ending prior to March 31, 2000 was audited by other auditors.



<PAGE>


<TABLE>
<CAPTION>
                                                                Investment Activities                    Dividends and Distributions
                                        NAV       Net            Net      Total         From Net      From Net        Total
                                        Beginning Investment  Realized/   from         Investment     Realized      Dividends
                                        of Period   Income    Unrealized  Investment     Income         Gains          and
                                                             Gains/(LossesActivities                              Distributions
----------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>         <C>         <C>       <C>           <C>              <C>
Liquid Assets Fund S Shares
Year Ended  March 31,                       $1.00       0.04         0.00      0.04          (0.04)          0.00        (0.04)
            2000
Year Ended  March 31,                       $1.00       0.04         0.00      0.04          (0.04)          0.00        (0.04)
            1999
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,                       $1.00       0.02         0.00      0.02          (0.02)          0.00        (0.02)
            2000
Year Ended  March 31,                       $1.00       0.02         0.00      0.02          (0.02)          0.00        (0.02)
            1999
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)

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



<PAGE>




                                                               Total Return / Ratios / Supplemental Data
                                                           --------------------------------------------------
                                           NAV    Total     Net        Ratio of      Ratio of       Ratio        Ratio of Net
                                        End of    Return    Assets     Expenses      Net            of            Investment
                                         Period             End of     to            Investment     Expenses      Income to
                                                            Period      Average        Income       to             Average
                                                            (000       Net Assets    to Average     Average      Net Assets*
                                                             omitted)                 Net           Net
                                                                                       Assets       Assets*
-------------------------------------------------------------------------------------------------------------------------------
Liquid Assets Fund S Shares
Year Ended  March 31,                       $1.00   4.18%      $91,703      1.36%         4.11%      -----          -----
            2000
Year Ended  March 31,                       $1.00   4.18%      $77,343      1.34%         4.08%      -----          -----
            1999
Nine Months Ended March 31, 1998            $1.00   3.43% (a)  $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,                       $1.00   2.43%       $7,370      1.14%         2.41%      1.15%          2.40%
            2000
Year Ended  March 31,                       $1.00   2.47%       $7,894      1.12%         2.41%      1.19%          2.34%
            1999
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%      -----          -----

*   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.

</TABLE>
For more information about the Funds, the following documents are available:

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 email:                  [email protected]

By 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:                  1-202-942-8090(For information only)

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

By email:                  [email protected]
By 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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