VINTAGE MUTUAL FUNDS INC
497, 2000-07-28
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                           INSTITUTIONAL RESERVES FUND







                                   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.


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                                                 TABLE OF CONTENTS

RISK/RETURN SUMMARY...........................................................3

FEES AND EXPENSES OF THE FUND.................................................4

DESCRIPTION OF THE FUND.......................................................4

MANAGEMENT OF THE FUND  ......................................................7

PURCHASE AND SALE OF SHARES...................................................8
o........How the Fund Values Its Shares.......................................8
o        How to Purchase Shares...............................................9
o        Automatic Investment Plan............................................9
o        How to Sell Shares...................................................9
o        Selling Shares Directly to the Fund.................................10
o        Auto Withdrawal Plan................................................10
o        Automatic Redemption................................................10

DIVIDENDS, DISTRIBUTIONS, AND TAXES..........................................11

DISTRIBUTION ARRANGEMENTS....................................................13

FOR MORE INFORMATION ABOUT THE FUND..................................BACK COVER


<PAGE>


RISK/RETURN SUMMARY

OBJECTIVES.  The  investment  objectives of the Fund are safety of principal and
liquidity,  and to the extent consistent with these objectives,  maximum current
income.

PRINCIPAL INVESTMENT STRATEGIES. The Fund is a "money market fund" that seeks to
maintain  a stable  net asset  value of $1.00 per share.  The Fund  pursues  its
objective by maintaining a diversified  portfolio of  high-quality  money market
securities. The Fund primarily invests in:

o    Federally  insured  student  loans  purchased  through a trust,  subject to
     unconditional  repurchase  commitments from financial  institutions on five
     business days' notice;

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

o    repurchase agreements collateralized by the types of securities listed.

PRINCIPAL  RISKS. The principal risks of investing in the Fund are interest rate
risk,  credit risk,  management risk. An investment in the 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 Fund seeks to preserve
the value of your investment at $1.00 per share, it is possible to lose money by
investing in the Fund.

o    INTEREST RATE RISK.  This is the risk that returns will fluctuate more 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 or guarantees securities to meet its obligations on those securities
     or guarantees.

o    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.

PERFORMANCE:

Since  this  is a new  Fund,  performance  information  is  not  required  to be
included.


<PAGE>


FEES AND EXPENSES OF THE FUND

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

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

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

               OPERATING EXPENSES
  --------------------------------------------------------------------------
  --------------------------------------------------------------------------

   Management Fees                                                0.35%(1)
   Distribution (12b-1) Fees                                      0.00%(2)
   Other Expenses                                                 0.41%
   Total Fund Operating Expenses                                  0.76%(1)
  --------------------------------------------------------------------------

(1)  The Fund' s Adviser has voluntarily  waived a portion of the management fee
     for an actual fee of 0.25 percent.  The Adviser may reduce or eliminate the
     fee  waiver at any  time.  As a result,  total  fees have been  voluntarily
     reduced for an actual fee of 0.66 percent.

(2)  The  Fund' s plan  allows  charges  of up to .25  percent  but no fees  are
     currently being imposed under the plan.

EXAMPLES

The  Examples are to help you compare the cost of investing in the Fund with the
cost of  investing in other  funds.  They assume that you invest  $10,000 in the
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 Fundss.s  operating  expenses stay the same. Your actual costs
may be higher or lower.

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

               EXPENSE EXAMPLES
  --------------------------------------------------------------------------
  --------------------------------------------------------------------------

    After 1 year                                                     $78
    After 3 years                                                   $243
  --------------------------------------------------------------------------




<PAGE>


DESCRIPTION OF THE FUND

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

OBJECTIVES

The Fund' s investment objectives are safety of principal and liquidity,  and to
the extent consistent with these objectives,  maximum current income. As a money
market  fund,  the Fund must meet the  requirements  of SEC Rule 2a-7.  The Rule
imposes  strict   requirements  on  the  investment   quality,   maturity,   and
diversification  of  the  Fund's  investments.   Under  Rule  2a-7,  the  Fund's
investments must each have a remaining maturity of no more than 397 days and the
Fund must maintain an average weighted maturity that does not exceed 90 days.

PRINCIPAL INVESTMENT STRATEGIES

The Fund  pursues its  objectives  by  investing  in  high-quality  money market
obligations,  that is those which have a high probability of timely payment. The
Fund may invest in:

o    redeemable,  guaranteed  interest-bearing  participation  interests ("Trust
     Certificates")  issued by one or more  trusts  created  for the  purpose of
     acquiring  federally  insured  student  loans,  which may comprise up to 80
     percent of the Fund's portfolio;

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

o    repurchase agreements collateralized by the types of securities listed.

The Fund will only purchase Trust  Certificates  from Student Loan Trusts formed
for the  purpose  of  purchasing  federally  insured  student  loans.  The Trust
Certificates  will have an original  maturity of not more than 397 days, but are
backed  by  the  unconditional   obligation  of  one  or  more  rated  financial
institutions to repurchase the student loans or the Trust  Certificates from the
trust upon five business days' notice from the Fund. Each financial  institution
providing an unconditional  repurchase  commitment will have one or more ratings
in the highest  category for short-term  securities,  which indicates the issuer
has the greatest capacity for timely payment.

RISK CONSIDERATIONS

The Fund is 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
Fund's portfolio include:

INTEREST RATE RISK. Because the Fund invests in short-term securities, a decline
in interest  rates will affect the Fund's yields as these  securities  mature or
are sold and the Fund  purchases 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.

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

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,  the 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.  While the Fund
is investing for temporary  defensive  purposes,  it may not meet its investment
objectives.


<PAGE>


MANAGEMENT OF THE FUND

INVESTMENT ADVISER

The Fund's  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
Fund. For these advisory  services,  the Fund has contracted to pay IMG a fee of
0.35 percent as a percentage  of average  daily net assets of the Fund.  IMG has
waived a portion of the fee for an actual fee of 0.25 percent. IMG may reduce or
eliminate the fee waiver at any time.

PORTFOLIO MANAGERS

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

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 FUND VALUES ITS 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, the 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 Fund values its 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 the Fund's shares through qualified  institutions.  A qualified
institution is an institution that has a business  relationship  with Union Bank
and Trust  Company,  Lincoln,  Nebraska  ("Union Bank") and/or its affiliates as
determined by Union Bank in its sole discretion.

The minimum  initial  investment  amount is $100,000.  To purchase shares of the
Fund,  complete an Account  Application,  which is  available  by calling  (800)
798-1819, and mail it to:

                           Vintage Mutual Funds, Inc.
                                2203 Grand Avenue
                              Des Moines, IA 50312

Payment for your initial purchase,  along with subsequent purchases, may be made
by means of a wire,  automated  clearing house (ACH), or a check made payable to
Institutional Reserves Fund. The wire and ACH instructions are as follows:

                           Union Bank & Trust Company
                                Lincoln, Nebraska
                        Trust Department, ABA #104910785
                             Lincoln, Nebraska 68506
                     Account of Institutional Reserves Fund
                        FBO: (Account Registration Name)

If you  are an  existing  Fund  shareholder,  you  may  request  a  purchase  of
additional shares by calling (800) 798-1819 or by visiting www.ipasonline.com to
access your account to initiate the purchase.

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).

The 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 individual investors) on your Account Application.

The Fund may  refuse  any order to  purchase  shares.  In  particular,  the Fund
reserves the right to restrict  purchases of shares when they appear to evidence
a pattern  of  frequent  purchases  and sales  made in  response  to  short-term
conditions.

AUTOMATIC INVESTMENT PLAN

The Automatic Investment Plan enables you, as a shareholder of the Fund, to make
regular monthly purchases of shares. With your authorization, the Transfer Agent
will automatically purchase shares at NAV on the dates of the specified purchase
and  have it  automatically  withdrawn  from  your  bank  account.  In  order to
participate the required minimum purchase is $500.

To participate in the Automatic  Investment Plan, you should call (800) 798-1819
for more information.

HOW TO SELL SHARES

You may redeem your shares (i.e.,  sell your shares back to the 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 Fund at (800)  798-1819  with
instructions on how you wish to receive your sale proceeds.

BY INTERNET:

You may initiate your redemption by visiting www.ipasonline.com on the Internet.
Call the Fund at (800) 798-1819 to obtain authorization and instructions.

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 $500; and
o        the Fund must maintain a $10,000 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

DIVIDENDS AND CAPITAL GAINS

The Fund  intends to  declare  net  investment  income  daily as a  dividend  to
shareholders at the close of business on the day of  declaration.  The Fund will
generally pay such dividends monthly.

The 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 the 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 Fund 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

All   shareholders   are  required  to  report  the  receipt  of  dividends  and
distributions  on their federal income tax returns,  even if dividends have been
reinvested in additional shares.

Dividends paid out of the 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 the Fund as capital gain  dividends are taxable as long-term
capital gains,  regardless of the length of time the  shareholder  has held Fund
shares.

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

Each year the Fund will notify  shareholders  of the tax status of dividends and
distributions.

Distributions   from  the  Fund  may  be  subject  to  state  and  local  taxes.
Distributions  of the Fund that are derived  from  interest  on U.S.  Government
securities  may be  exempt  from  state  and  local  taxes  in  certain  states.
Shareholders  should consult their tax advisors regarding the possible exclusion
for state and local income tax purposes of the portion of dividends  paid by the
Fund which is attributable to interest from U.S.  Government  securities and the
particular tax consequences to them of an investment in the Fund,  including the
application of state and local tax laws.


<PAGE>


DISTRIBUTION ARRANGEMENTS

SHARE CLASSES

The Fund offers only one class of shares at present,  although it has  authority
to offer multiple classes in the future.

DISTRIBUTION

Shares of the Fund pay no shareholder or servicing fees and are normally offered
directly by the distributor or through qualified institutions.

RULE 12B-1 AND ADMINISTRATIVE SERVICE FEES

The 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.  Because these fees are paid out of the
Fund' s assets on an on-going basis, over time these fees will increase the cost
of your  investment  and may cost  you more  than  paying  other  types of sales
charges.  The plans allow charges of up to .50 percent but no fees are 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 Fund's address, to request
(1) additional copies free of charge, or (2) that we discontinue our practice of
householding regulatory materials.
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, DC

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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