VINTAGE FUNDS
497, 1997-01-06
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                             CROSS-REFERENCE SHEET


Explanatory Note:  The Registrant is a "series" company.  This Registration 
Statement relates to all eight series of the Registrant's shares:  Starwood 
Strategic Fund, Aggressive Growth Fund, Laidlaw Fund (formerly Fiduciary 
Value Fund), Asset Allocation Fund, Taxable Fixed Income Fund, Municipal 
Fixed Income Fund, Taxable Money Market Fund and Tax-Free Money Market Fund.  
All of the Funds' shares are offered pursuant to a combined Prospectus (the 
"Combined Prospectus") and a combined Statement of Additional Information.  


PART A.  INFORMATION REQUIRED IN THE PROSPECTUS.

Item in Form N-1A                               Prospectus Heading 

Item 1.    Cover Page . . . . . . . . . . . . . Cover Page

Item 2.    Synopsis . . . . . . . . .. . . . .  Summary of Fund Expenses;   
                                                Highlights     

Item 3.    Condensed Financial Information . .  Financial Highlights;    
                                                Performance Information;
                                                Supplement to Prospectus

Item 4.    General Description of Registrant .  Highlights; Investment 
                                                Objectives and Policies;
                                                Certain Investments and
                                                Investment Techniques;
                                                General Information;         
                                                Supplement to Prospectus

Item 5.    Management of the Fund . . . . . . . The Trust and Its Management;
                                                Supplement to Prospectus

Item 5A.   Management's Discussion of Fund . . .Not Applicable 
           Performance

Item 6.    Capital Stock and Other Securities . General Information; 
                                                Dividends and Distributions; 
                                                Taxes

Item 7.    Purchase of Securities Being. . . .  How to Buy Shares;
           Offered                              Shareholder Services; Net
                                                Asset Value; The Trust and
                                                its Management 

Item 8.    Redemption or Repurchase . . . . . . How to Redeem Shares;
                                                Exchange Privilege

Item 9.    Pending Legal Proceedings . . . . . .Not Applicable
    

Item 13.   Investment Objectives and Policies. .Investment Objectives and
                                                Policies; Types of Investments
                                                and Investment Techniques; 
                                                Supplement to Prospectus

Item 16.   Investment Advisory and Other
             Services. . . . . . . . . . . . . .The Trust and Its Management; 
                                                Supplement to Prospectus

PART B.  INFORMATION REQUIRED IN THE STATEMENT OF ADDITIONAL
INFORMATION.

Item in Form N-1A                                      Statement
Heading

Item 10.  Cover Page . . . . . . . . . . . . . . . .   Cover Page
    
Item 11.  Table of Contents . . . . . . . . . . . . . .Table of Contents

Item 12.  General Information and History . . . . . . .None

Item 13.  Investment Objectives and Policies . . . . . Types of Investments
                                                       and Investment 
                                                       Techniques; Investment
                                                       Limitations
    
Item 14.  Management of the Fund . . . . . . . . . . . Management of the Trust

Item 15.  Control Persons and Principal Holders         
 of Securities . . . . . . . . .. . . . . . . . . . .  Management of the Trust

Item 16.  Investment Advisory and Other Services . . . Investment Advisory
                                                       Arrangements; 
                                                       Distribution
                                                       Arrangements; 
                                                       Administrative 
                                                       Services Arrangements;
                                                       Custodian, Transfer     
                                                       Agent, Fund Accounting
                                                       Agent, and Independent 
                                                       Accountants

Item 17.  Brokerage Allocation and Other Practices . . Brokerage
                                                       Transactions

Item 18.  Capital Stock and Other Securities . . . . . Information About the 
                                                       Trust

Item 19.  Purchase, Redemption and Pricing of
         Securities Being Offered . . . . . . . . . . .Purchase and 
                                                       Redemption; 
                                                       Determination of Net
                                                       Asset Value

Item 20.  Tax Status . . . . . . . . . . . . . . . . . Tax Status

Item 21.  Underwriters . . . . . . . . . . . . . . .   Not Applicable

Item 22.  Calculation of Performance Data . . . . . . .Performance
                                                       Information

Item 23.  Financial Statements . . . . . . . . . . .   Financial Statements


PART C.  OTHER INFORMATION

    Information required to be included in Part C is set forth
under the appropriate Item, so numbered, in Part C of this Registration
Statement.

<PAGE>
                           
                                                        January 6, 1997

                        THE VINTAGE FUNDS
                     SUPPLEMENT TO PROSPECTUS
                      DATED JANUARY 29, 1996


     Effective December 20, 1996, the following information replaces the
information provided under the section titled "The Trust and Its Management -
Portfolio Manager's Background" on page 38 of the Prospectus:

          The Laidlaw Fund, Taxable Fixed Income Fund, Municipal Fixed
     Income Fund, Taxable Money Market Fund and Tax-Free Money Market
     Fund.  Jack R. Orben is the Funds' portfolio manager.  Mr. Orben 
     has been the Chairman of Fiduciary Counsel since 1979.  Prior to 
     that time, he was President of Orben & Associates, Inc., an 
     investment consultant to bank trust departments.  Since 1979, Mr. 
     Orben has been a member of Fiduciary Counsel's Investment Policy 
     Committee and Chairman of its Executive Committee.  Mr. Orben 
     graduated from Tufts University in 1960, and has nearly 25 years 
     of investment experience.


     This Supplement, and the Prospectus dated January 29, 1996, contain 
information that you should know before investing in any of the Funds and
should be retained for future reference.  Additional information is included
in the Statement of Additional Information dated December 20, 1996, which has
been filed with the Securities and Exchange Commission and is incorporated
herein by reference.  It is available upon request and without charge by
calling (800) 408-4682 (1-800-40-VINTAGE).


                                                         January 6, 1997

                             THE VINTAGE FUNDS
                         SUPPLEMENT TO PROSPECTUS
                          DATED JANUARY 29, 1996


     Effective December 20, 1996, the following information replaces the
information provided under the section titled "The Trust and Its Management -
Portfolio Manager's Background" on page 25 of the Prospectus:

          Jack R. Orben is the Funds' portfolio manager.  Mr. Orben has 
     been the Chairman of Fiduciary Counsel since 1979.  Prior to that 
     time, he was President of Orben & Associates, Inc., an investment 
     consultant to bank trust departments.  Since 1979, Mr. Orben has 
     been a member of Fiduciary Counsel's Investment Policy Committee 
     and Chairman of its Executive Committee.  Mr. Orben graduated from 
     Tufts University in 1960, and has nearly 25 years of investment
     experience.


     This Supplement, and the Prospectus dated January 29, 1996, contain 
information that you should know before investing in any of the Funds and 
should be retained for future reference.  Additional information is included
in the Statement of Additional Information dated December 20, 1996, which has
been filed with the Securities and Exchange Commission and is incorporated
herein by reference. It is available upon request and without charge by 
calling (800) 408-4682 (1-800-40-VINTAGE).

         


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