<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 1997.
FILE NO. 33-52784
FILE NO. 811-7244
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 12 /X/
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 13 /X/
REMBRANDT FUNDS(R)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
2 OLIVER STREET
BOSTON, MASSACHUSETTS 02109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (800) 342-5734
DAVID G. LEE
C/O SEI INVESTMENTS
OAKS, PENNSYLVANIA 19456
(NAME AND ADDRESS OF AGENT FOR SERVICE)
Copies to:
RICHARD W. GRANT, ESQUIRE JOHN H. GRADY, ESQUIRE
MORGAN, LEWIS & BOCKIUS LLP MORGAN, LEWIS & BOCKIUS LLP
2000 ONE LOGAN SQUARE 1800 M STREET, N.W.
PHILADELPHIA, PENNSYLVANIA 19103 WASHINGTON, D.C. 20036
It is proposed that this filing will become effective (check appropriate box)
______ immediately upon filing pursuant to paragraph (b)
______ on [date] pursuant to paragraph (b)
______ 60 days after filing pursuant to paragraph (a)
______ on [date] pursuant to paragraph (a);
X 75 days after filing pursuant to paragraph (a) of Rule 485
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<PAGE>
REMBRANDT FUNDS(R)
POST-EFFECTIVE AMENDMENT NO. 12
CROSS REFERENCE SHEET
<TABLE>
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N-1A ITEM NO. LOCATION
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PART A -
Item 1. Cover Page Cover Page
Item 2. Synopsis Portfolio Expenses
Item 3. Condensed Financial Information N A
Item 4. General Description of Registrant Fund Highlights
General Information--The Trust;
Investment Objective
and Policies; Certain Risk
Factors; Investment Limitations
Item 5. Management of the Trust General Information--Trustees of the Trust; The
Advisor; The Sub-Advisor, The
Administrator; The
Transfer Agent; The Distributor
Item 6. Capital Stock and Other Securities General Information--Voting Rights; General
Information--Shareholder Inquiries;
General Information--Dividends; Taxes
Item 7. Purchase of Securities Being Offered Purchase of Shares
Item 8. Redemption or Repurchase Redemption of Shares
Item 9. Pending Legal Proceedings *
PART B -
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History The Trust
Item 13. Investment Objectives and Policies Description of Permitted Investments; Investment
Limitations; Non-Fundamental Policies
Item 14. Management of the Registrant Trustees and Officers of the Trust; The Administrator
Item 15. Control Persons and Principal Holders Trustees and Officers of the Trust
of Securities
Item 16. Investment Advisory and Other Services The Advisor; The Administrator; The Distributor;
Experts
Item 17. Brokerage Allocation Fund Transactions; Trading Practices and Brokerage
Item 18. Capital Stock and Other Securities Description of Shares
Item 19. Purchase, Redemption, and Pricing Purchase and Redemption of Shares;
of Securities Being Offered Determination of Net Asset Value
Item 20. Tax Status Taxes
Item 21. Underwriters The Distributor
Item 22. Calculation of Yield Quotations Computation of Yield; Calculation of Total Return
</TABLE>
-2-
<PAGE>
PART C -
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C of this Registration Statement.
* Not Applicable
-3-
<PAGE>
REMBRANDT FUNDS (R)
COMMON SHARES A NO-LOAD CLASS
1997
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Real Estate Fund
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Please read this Prospectus carefully before investing, and keep it on file for
future reference. It concisely sets forth information that can help you decide
if the Fund's investment goals match your own.
A Statement of Additional Information dated [ ], 1997 has been filed with
the Securities and Exchange Commission (the "SEC") and is available upon
request and without charge by calling 1-800-443-4725. The Statement of
Additional Information is incorporated into this Prospectus by reference.
Common Shares of the Rembrandt Funds(R) (the "Trust") are offered to
individuals and institutional investors directly and through wrap programs,
retirement plans, discount brokerage programs, and various brokerage firms.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
9THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS
OF, OR GUARANTEED OR ENDORSED BY, ANY BANK, BANK
AFFILIATE OR CORRESPONDENT. THE TRUST'S SHARES ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THE SHARES INVOLVES
RISK, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT
INVESTED.
THE INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO, AMONG OTHER THINGS, THIS PROSPECTUS HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SECURITIES OF THE
PORTFOLIO REFERENCED IN THIS PROSPECTUS MAY NOT BE SOLD NOR MAY OFFERS TO BUY
SUCH SECURITIES BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF SECURITIES
REFERENCED HEREIN IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO SUCH REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAWS OF ANY SUCH STATE.
<PAGE>
................................................................................
TABLE OF CONTENTS
<TABLE>
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Fund Highlights........................................................... 2
Portfolio Expenses........................................................ 4
Your Account and Doing Business with Us................................... 5
Investment Objective and Policies......................................... 9
Certain Risk Factors...................................................... 10
Investment Limitations.................................................... 12
The Advisor............................................................... 12
The Administrator......................................................... 13
The Transfer Agent........................................................ 13
The Distributor........................................................... 13
Performance............................................................... 14
Taxes..................................................................... 14
Additional Information About Doing Business With Us....................... 16
General Information....................................................... 17
Description of Permitted Investments and Risk Factors..................... 19
</TABLE>
................................................................................
HOW TO READ THIS PROSPECTUS ____________________________________________________
This Prospectus gives you information that you should know about the Fund
before investing. Brief descriptions are also provided throughout the
Prospectus to better explain certain key points. To find these helpful guides,
look for this symbol.
[LOGO OF SEI REMBRANDT(R) APPEARS HERE]
FUND HIGHLIGHTS ________________________________________________________________
The following summary provides basic information about the Common Shares of the
Real Estate Fund (the "Fund"). This summary is qualified in its entirety by
reference to the more detailed information provided elsewhere in this Prospectus
and in the Statement of Additional Information.
INVESTMENT OBJECTIVE The Real Estate Fund seeks a high level of total return,
AND POLICIES primarily through investments in the equity securities
of companies principally engaged in, or related to, the
real estate industry. For more information, see
"Investment Objective and Policies," and "Description of
Permitted Investments and Risk Factors."
UNDERSTANDING RISK The Fund invests in equity securities whose values may
be affected by the financial markets as well as by
developments impacting specific issuers. Because the
Fund invests primarily in the securities of companies
principally engaged in the real estate industry, its
investments may be subject to the risks associated with
the direct ownership of real estate. The Fund may invest
in securities of foreign issuers. Securities of foreign
issuers are subject to certain risks not typically
associated with domestic securities. See "Risk Factors"
and "Description of Permitted Investments and Risk
Factors" in this prospectus, and the Statement of
Additional Information.
MANAGEMENT PROFILE ABN AMRO Asset Management (USA) Inc. (the "Advisor")
(formerly LaSalle Street Capital Management, Ltd.)
serves as the Advisor to the Funds. SEI Fund Resources
(the "Administrator") serves as the Administrator and
shareholder servicing agent of the Trust. DST Systems,
Inc. ("DST") serves as transfer agent ("Transfer Agent")
and dividend disbursing agent for the Trust.
Rembrandt(R) Financial Services Company, an affiliate of
the Administrator (the "Distributor"), serves as
distributor of the Trust's shares. See "The Advisor,"
"The Administrator" and "The Distributor."
2
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YOUR ACCOUNT You may open a Common Shares account with a minimum amount
AND DOING of $2,000 per Fund and make additional investments with as
BUSINESS WITH little as $100. A Common Shares account may be opened by
US contacting the transfer agent or your financial
intermediary. Redemptions of the Fund's shares are made at
net asset value per share. See "Your Account and Doing
Business With Us."
DIVIDENDS Substantially all of the net investment income (exclusive of
capital gains) of the Fund is distributed in the form of
periodic dividends. Any capital gain is distributed at least
annually. Distributions are paid in additional shares unless
you elect to take the payment in cash. See "General
Information--Dividends."
INFORMATION/ For more information, call 1-800-443-4725, or contact your
SERVICE financial intermediary.
CONTACTS
3
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PORTFOLIO EXPENSES _____________________________________________________________
The purpose of the following table is to help you understand the various cost
and expenses that you, as a shareholder, will bear directly or indirectly in
connection with an investment in COMMON SHARES of the Fund.
SHAREHOLDER TRANSACTION EXPENSES/1/ (As a percentage of offering price) None
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(1) A charge, currently $10.00, is imposed on wires of redemption proceeds.
Certain financial intermediaries may impose account fees or other charges.
ANNUAL OPERATING EXPENSES (As a percentage of average net assets)
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Advisory Fees(1) (after voluntary waivers) .70%
12b-1 Fees None
Other Expenses(2) .61%
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Total Operating Expenses(3) (after voluntary
waivers) 1.31%
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(1) The Advisor has waived, on a voluntary basis, a portion of its fees from
the Fund. The Advisor reserves the right to terminate its waiver at any
time in its sole discretion. Absent such waiver, Advisory Fees would be
1.00%. See "The Advisor."
(2) "Other Expenses" for the Fund are based on estimated amounts for the
current fiscal year.
(3) Absent waivers, Total Operating Expenses would be 1.61%.
EXAMPLE
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1 YR. 3 YRS.
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An investor would pay the following expenses on a $1,000 invest-
ment assuming (1) 5% annual return and (2) redemption at the end
of each time period: $16 $51
</TABLE>
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THE EXAMPLE IS BASED UPON ESTIMATED EXPENSES FOR THE CURRENT FISCAL YEAR. THE
EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES.
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The purpose of this
table is to assist you in understanding the various costs and expenses that may
be directly or indirectly borne by investors in the Common Shares of the Funds.
If you purchase shares through a financial institution, you may be charged
separate fees by the financial institution. See "The Advisor," "The
Administrator" and "The Distributor."
4
<PAGE>
................................................................................
[LOGO OF SEI REMBRANDT(R) APPEAR HERE]
HOW DO I OBTAIN AN APPLICATION?
Account Application forms can be obtained by calling 1-800-443-4725.
................................................................................
YOUR ACCOUNT AND DOING BUSINESS WITH US
Common Shares of the Fund are sold on a continuous basis and may be purchased
directly from the Trust's Transfer Agent, DST Systems, Inc., 1004 Baltimore
Avenue, Kansas City, Missouri 64105, either by mail, telephone or by wire.
Shares may also be purchased through a variety of channels, including wrap
programs, retirement plans, discount brokerage programs and through various
brokerage firms including Jack White & Company, Lombard Institutional, and
Quick & Reilly. For more information about the following topics, see
"Additional Information About Doing Business with Us."
- --------------------------------------------------------------------------------
HOW TO BUY
COMMON SHARES
FROM THE
TRANSFER AGENT
Opening an You may purchase Common Shares of the Fund by completing and
Account By signing an Account Application form and mailing it, along with
Mail a check (or other negotiable bank instrument or money order)
payable to "Rembrandt Funds(R), [Fund Name]," to Rembrandt
Funds, P.O. Box 419402, Kansas City, Missouri 64141-6402.
Subsequent purchases of shares may be made at any time by
mailing a check (or other negotiable bank draft or money order)
to the Transfer Agent.
All purchases made by check should be in U.S. dollars and
made payable to the Rembrandt Funds(R). Third party checks,
credit cards, credit card checks and cash will not be
accepted. When purchases are made by check, redemptions will
not be allowed until the investment being redeemed has been
in the account for 15 days.
By Telephone If your Account Application has been previously received, you
also may purchase shares over the telephone by calling 1-800-
443-4725. Orders by telephone will not be executed until
payment has been received. If your check received for
purchase of Common Shares does not clear, the purchase will
be canceled and you could be liable for any losses or fees
incurred.
By Wire If you have an account with a commercial bank that is a
member of the Federal Reserve System may purchase shares of a
Fund by requesting your bank to transmit funds by wire to:
United Missouri Bank, N.A.; ABA #10-10-00695; for Account
Number 98-7052-349-3; Further Credit: [Name of Fund]. Your
name and account number must be specified in the wire. Your
bank may impose a fee for investments by wire.
Initial Purchases: Before making an initial investment by
wire, you must first telephone 1-800-443-4725 to be assigned
an account number. Your name, account number, taxpayer
identification number or Social Security number, and address
must be specified in the wire. In addition, an Account
Application should be promptly forwarded to: Rembrandt Funds,
P.O. Box 419402, Kansas City, Missouri 64141-6402.
Subsequent Purchases: Additional investments may be made
at any time through the wire procedures described above,
which must include your name and account number.
5
<PAGE>
................................................................................
[LOGO OF SEI REMBRANDT(R) APPEARS HERE]
HOW DOES AN EXCHANGE TAKE PLACE?
When making an exchange, you authorize the sale of your shares of one or more
Funds in order to purchase the shares of another Fund. In other words, you are
executing a sell order and then a buy order. This sale of your shares is a
taxable event which could result in a taxable gain or loss.
................................................................................
Other If you purchased your shares directly from the Transfer Agent
Information and you want to transfer the registration of your shares, you
Regarding should contact the Administrator by calling 1-800-443-4725.
Purchases Purchases of Common Shares may be made by direct deposit or
Automated Clearing House transactions. No certificates
representing shares will be issued.
Automatic You may systematically buy Common Shares through deductions
Investment from your checking accounts, provided these accounts are
Plan ("AIP") maintained through banks which are part of the Automated
Clearing House system. Upon notice, the amount you commit to
the AIP may be changed or canceled at any time. The minimum
pre-authorized investment amount is $50 per month.You may
obtain an AIP application form by calling 1-800-443-4725. If
you purchased shares through a financial intermediary, contact
your intermediary to find out if the AIP is available to you.
See "Doing Business Through Intermediaries."
EXCHANGING SHARES
When Can You Once payment for your shares has been received and accepted
Exchange (i.e., an account has been established), you may exchange some
Shares? or all of your Common Shares for Common Shares of other Funds
within the Trust. Exchanges are made at net asset value. For an
established account, exchanges will be made only after
instructions in writing or by telephone (an "Exchange Request")
are received by the Transfer Agent.
The Trust reserves the right to change the terms and
conditions of the exchange privilege discussed herein, or to
terminate the exchange privilege, upon 60 days' notice.
Requesting an To request an exchange, you must provide proper written
Exchange of instructions to the Transfer Agent. Telephone exchanges will
Shares also be accepted if you previously elected this option on
your account application.
If an Exchange Request is received by the Transfer Agent
in good order by 4:00 p.m., Eastern time, on any Business
Day, the exchange usually will occur on that day.
REDEMPTION OF You may redeem your shares on any Business Day, by mail or by
SHARES telephone. Redemption proceeds may not be transmitted by
Federal Reserve wire on federal holidays restricting wire
transfers. Redemption orders must be received by 4:00 p.m.,
Eastern time.
6
<PAGE>
................................................................................
[LOGO OF SEI REMBRANDT(R) APPEARS HERE]
WHAT IS A SIGNATURE GUARANTEE?
A signature guarantee veri-fies the authenticity of your signature and may be
obtained from any of the following: banks, brokers, dealers, certain credit
unions, securities exchange or association, clearing agency or savings
association. A notary public cannot provide a signature guarantee.
................................................................................
By Mail A written request for redemption must be received by the
Transfer Agent in order to constitute a valid request for
redemption. The Transfer Agent may require that the signature
on the written request be guaranteed by a bank which is a
member of the Federal Deposit Insurance Corporation, a trust
company, broker, dealer, credit union (if authorized under
state law), securities exchange or association, clearing agency
or savings association. The signature guarantee requirement
will be waived if all of the following conditions apply: (1)
the redemption is for $5,000 worth of shares or less, (2) the
redemption check is payable to the Shareholder(s) of record,
and (3) the redemption check is mailed to the Shareholder(s) at
the address of record.
By Telephone Payment for shares redeemed will be made within seven days
Redemption after receipt by the Transfer Agent of the valid request for
Proceeds redemption. The Fund intends to pay cash for all shares
redeemed, but under conditions which make payment in cash
unwise, payment may be made wholly or partly in portfolio
securities with a market value equal to the redemption price.
In such cases, you may incur brokerage costs in converting
such securities to cash. Shares may be redeemed by telephone
if you elect that option on your Account Application. You may
have the proceeds mailed to your address or mailed or wired
to a commercial bank account previously designated on your
Account Application or transmitted via Automated Clearing
House. There is no charge for having redemption requests
mailed to a designated bank account. Under most
circumstances, payments will be transmitted on the next
Business Day following receipt of a valid request for
redemption. Wire transfer redemption requests may be made by
calling the Transfer Agent at 1-800-443-4725, who will deduct
a wire charge of $10.00 from the amount of the redemption.
Communicating Neither the Trust nor the Transfer Agent will be responsible
with the for any loss, liability, cost or expense for acting upon wire
Transfer Agent instructions or upon telephone instructions that it
reasonably believes to be genuine. The Trust and the Transfer
Agent will each employ reasonable procedures to confirm that
instructions communicated by telephone are genuine, including
requiring a form of personal identification prior to acting
upon instructions received by telephone and recording
telephone instructions. If market conditions are
extraordinarily active, or other extraordinary circumstances
exist, and you experience difficulties placing redemption
orders by telephone, you may wish to consider placing the
order by other means. You may not close your account by
telephone.
Other All redemption orders are effected at the net asset value per
Information share next determined after receipt of a valid request for
Regarding redemption, as described above.
Redemptions At various times, the Fund may be requested to redeem
shares for which it has not yet received good payment. In
such circumstances, the forwarding of proceeds will be
7
<PAGE>
delayed for at least 15 days from the date of purchase or
until payment has been collected for the purchase of such
shares. See "Purchase and Redemption of Shares" in the
Statement of Additional Information for examples of when
your right to redeem your shares may be suspended.
Systematic The Fund offers a Systematic Withdrawal Plan ("SWP") for
Withdrawal Plan Shareholders who wish to receive regular distributions from
their account. Upon commencement of the SWP, your account
must have a current value of $5,000 or more. You may elect
to receive automatic payments via check or Automated
Clearing House of $50 or more on a monthly, quarterly, semi-
annual or annual basis. A SWP Application Form may be
obtained by calling 1-800-443-4725.
You should realize that if withdrawals exceed income
dividends, your invested principal in the account will be
depleted. Thus, depending on the frequency and amounts of
the withdrawal payments and/or any fluctuations in the net
asset value per share, their original investment could be
exhausted entirely. To participate in the SWP, you must have
your dividends automatically reinvested. You may change or
cancel the SWP at any time, upon written notice to the
Transfer Agent.
If you purchased shares through a financial Intermediary,
contact your intermediary to find out if the SWP is
available to you. See "Doing Business Through
Intermediaries."
DOING BUSINESS Common Shares of the Funds may be purchased through
THROUGH financial institutions, including broker-dealers or banks,
INTERMEDIARIES which have established a dealer agreement with the
Distributor ("Intermediaries"). Each Intermediary may impose
its own rules regarding investing in the Funds, including
procedures for purchases, redemptions, and exchanges.
Contact your Intermediary for information about the services
available to you and for specific instructions on how to
buy, sell and exchange shares. Certain Intermediaries may
charge account fees. Information concerning any charges will
be provided to you by your Intermediary. Some Intermediaries
may be required to register as broker-dealers under state
law.
The shares you purchase through your Intermediary may be
held "of record" by that Intermediary. If you want to
transfer the registration of shares beneficially owned by
you, but held "of record" by your Intermediary, you should
call your Intermediary to request this change.
8
<PAGE>
................................................................................
[LOGO OF SEI REMBRANDT(R) APPEARS HERE]
WHAT ARE INVESTMENT OBJECTIVES AND POLICIES?
Each Fund's investment objective is a statement of what it seeks to achieve.
It is important to make sure that the investment objective matches your own
financial needs and circumstances. The investment policies section spells out
the types of securities in which each Fund invests.
................................................................................
INVESTMENT OBJECTIVE AND POLICIES ______________________________________________
The Real Estate Fund seeks a high level of total return, a
combination of growth and income, primarily through investments
in equity securities of companies principally engaged in the
real estate industry. Equity securities include common stock,
shares or units of beneficial interests of real estate
investment trusts ("REITs"), limited partnership interests in
master limited partnerships, rights or warrants to purchase
common stock, preferred stock and securities convertible into
or exchangeable for common stock.
The Fund will normally invest at least 65% of its assets in
equity securities of U.S. or foreign companies principally
engaged in the real estate industry. For purposes of the Fund's
investment policies, a company is "principally engaged" in the
real estate industry if (i) it derives at least 50% of its
revenues or profits from the ownership, construction,
management, financing, or sale of residential, commercial, or
industrial real estate, or (ii) it has at least 50% of the fair
market value of its assets invested in residential, commercial,
or industrial real estate. Companies in the real estate
industry may include, but are not limited to, REITs or other
securitized real estate investments, master limited
partnerships that are treated as corporations for Federal
income tax purposes and that invest in interests in real
estate, real estate operating companies, real estate brokers or
developers, financial institutions that make or service
mortgages, and companies with substantial real estate holdings,
such as lumber and paper companies, hotel companies,
residential builders and land-rich companies. The Fund will not
invest in real estate directly.
Any remaining assets of the Fund may be invested in
securities of companies outside the real estate industry,
including: U.S. dollar denominated equity securities of
foreign issuers, including sponsored ADRs; fixed income
securities rated in the four highest rating categories by an
NRSRO; money market instruments and U.S. Government
securities. The Fund may engage in short sales.
The Fund may invest in convertible securities whether or
not they are listed on national securities exchanges.
The Fund will invest no more than 10% of its total assets
in restricted securities. In addition, the Fund may invest up
to 5% of its assets in restricted securities that the Advisor
determines are liquid. The Fund will invest no more than 15%
of its net assets in illiquid securities.
9
<PAGE>
The Fund may enter into options, futures contracts, and
options on futures for bona fide hedging purposes only. The
Fund may enter into futures contract transactions only to
the extent that obligations under such contracts represent
less than 20% of the Fund's assets. The aggregate value of
option positions may not exceed 10% of a Fund's net assets
as of the time such options are entered into by the Fund.
The Fund currently does not intend to invest in futures or
options.
The Fund may invest in variable and floating rate
obligations and may purchase securities on a when-issued
basis.
In addition, the Fund may engage in securities lending.
There will be no limit to the percentage of portfolio
securities that the Fund may purchase subject to a standby
commitment, but the amount paid directly or indirectly for a
standby commitment held by the Fund will not exceed 1/2 of
1% of the value of the total assets of the Fund.
For temporary defensive purposes when the Advisor
determines that market conditions warrant, the Fund may
invest up to 100% of its assets in money market instruments.
To the extent the Fund is investing for temporary defensive
purposes, the Fund will not be pursuing its investment
objective.
The Fund will concentrate in the real estate industry,
but may not invest more than 25% of its total assets in
securities of companies in any one other industry (the U.S.
Government, its agencies and instrumentalities are not
considered an industry). See "Investment Limitations."
CERTAIN RISK FACTORS ___________________________________________________________
The investment policies of the Fund entail certain risks and
considerations of which an investor should be aware.
The Real Estate Because the Fund invests primarily in the securities of
Industry companies principally engaged in the real estate industry,
its investments may be subject to the risks associated with
the direct ownership of real estate. These risks include:
the cyclical nature of real estate values, risks related to
general and local economic conditions, overbuilding and
increased competition, increases in property taxes and
operating expenses, demographic trends and variations in
rental income, changes in zoning laws, casualty or
condemnation losses, environmental risks, regulatory
limitations on rents, changes in neighborhood values,
related party risks, changes in the appeal of properties to
tenants, increases in interest rates and other real estate
capital market influences. Generally, increases in interest
rates will increase the costs of obtaining financing, which
could directly and indirectly decrease the value of the
Fund's investments. The Fund's share price and investment
return fluctuate, and a shareholder's investment when
redeemed may be worth more or less than its original cost.
10
<PAGE>
REITs Because the U.S. Real Estate Fund may invest in REITs, the
Fund also may be subject to certain risks associated with
the direct investments of REITs. REITs may be affected by
changes in the value of their underlying properties and by
defaults by borrowers or tenants. Mortgage REITs may be
affected by the quality of the credit extended. Furthermore,
REITs are dependent on specialized management skills. Some
REITs may have limited diversification and may be subject to
risks inherent in investments in a limited number of
properties, in a narrow geographic area, or in a single
property type. REITs depend generally on their ability to
generate cash flow to make distributions to shareholders or
unitholders, and may be subject to defaults by borrowers and
to self-liquidations. In addition, the performance of a REIT
may be affected by its failure to qualify for tax-free pass-
through of income under the Internal Revenue Code of 1986,
as amended (the "Code"), or its failure to maintain
exemption from registration under the Investment Company Act
of 1940, as amended (the "1940 Act"). Rising interest rates
may cause the value of the debt securities in which the Fund
will invest to fall. Conversely, falling interest rates may
cause their value to rise. Changes in the value of portfolio
securities will not necessarily affect cash income derived
from these securities but will effect the Fund's net asset
value.
Equity Investments in equity securities are generally subject to
Securities market risks that may cause their prices to fluctuate over
time. The values of convertible equity securities are also
affected by prevailing interest rates, the credit quality of
the issuer and any call provision. Fluctuations in the value
of equity securities in which the Fund invests will cause
the net asset value of the Fund to fluctuate.
Non- The Fund is non-diversified for purposes of the Investment
Diversification Company Act of 1940, as amended (the "1940 Act"), which
means that it is not limited by the 1940 Act in the
proportion of its assets that it may invest in the
obligations of a single issuer. The Fund may be more
susceptible to any single economic, political or regulatory
occurrence than a diversified investment company. The
investment of a large percentage of the Fund's assets in the
securities of a small number of issuers may cause the Fund's
share price to fluctuate more than that of a diversified
investment company.
There is a risk that the current interest rate on
floating and variable rate instruments may not accurately
reflect existing market interest rates.
Fixed income securities rated BBB by S&P or Baa by
Moody's (the lowest ratings of investment grade bonds) are
deemed by these rating services to have speculative
characteristics.
Foreign
Securities The Fund may invest in securities of foreign issuers.
Securities of foreign issuers are subject to certain risks
not typically associated with domestic securities,
including, among other risks, changes in currency rates and
in exchange control regulations, costs in connection with
conversions between various currencies, limited publicly
available information regarding foreign issuers, lack of
uniformity in accounting, auditing and
11
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[LOGO OF SEI REMBRANDT(R) APPEARS HERE]
INVESTMENT ADVISOR
A Fund's investment advisor manages the investment activities and is
responsible for the performance of the Fund. The advisor conducts investment
research, executes investment strategies based on an assessment of economic
and market conditions, and determines which securities to buy, hold or sell.
................................................................................
financial standards and requirements, greater securities
market volatility, less liquidity of securities, less
government supervision and regulations of securities markets,
withholding taxes and changes in taxes on income on
securities, and possible seizure, nationalization or
expropriation of the foreign issuer or foreign deposits.
INVESTMENT LIMITATIONS _________________________________________________________
The Fund may not:
1. Purchase any securities which would cause more than 25% of
the total assets of the Fund to be invested in the
securities of one or more issuers conducting their
principal business activities in the same industry,
provided that this limitation does not apply to
investments in the real estate industry, obligations
issued or guaranteed by the U.S. Government or its
agencies and instrumentalities and repurchase agreements
involving such securities. For purposes of this limitation
(i) utility companies will be divided according to their
services, for example, gas, gas transmission, electric and
telephone will each be considered a separate industry;
(ii) financial service companies will be classified
according to the end users of their services, for example,
automobile finance, bank finance and diversified finance
will each be considered a separate industry; and (iii)
supranational entities will be considered to be a separate
industry.
2. Make loans, except that the Fund may (i) purchase or hold
debt instruments in accordance with its investment
objective and policies; (ii) enter into repurchase
agreements; and (iii) engage in securities lending.
The foregoing percentages will apply at the time of the
purchase of a security. Additional investment limitations are
set forth in the Statement of Additional Information.
THE ADVISOR ____________________________________________________________________
The Trust and ABN AMRO Asset Management (USA) Inc. (the
"Advisor") (formerly, LaSalle Street Capital Management, Ltd.),
208 South LaSalle Street, Chicago, Illinois have entered into
an advisory agreement (the "Advisory Agreement"). Under the
Advisory Agreement, the Advisor makes the investment decisions
for the assets of the Fund and continuously reviews, supervises
and administers the Fund's investment programs, subject to the
supervision of, and policies established by, the Trustees of
the Trust.
The Advisor is entitled to a fee, which is calculated daily
and paid monthly, at an annual rate of 1.00% of the average
daily net assets of the Real Estate Fund. The Advisor may
voluntarily waive a portion of its fee in
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order to limit the total operating expenses of the Fund. The
Advisor reserves the right, in its sole discretion, to
terminate this voluntary fee waiver at any time.
The Advisor was organized in March, 1991 under the laws
of the State of Delaware. The Advisor manages assets for
corporations, unions, governments, insurance companies and
charitable organizations. As of December 31, 1996, total
assets under management by the Advisor were approximately
$3.4 billion.
The Advisor is a direct, wholly-owned subsidiary of ABN-
AMRO Capital Markets Holdings, Inc. which is an indirect,
wholly-owned subsidiary of ABN AMRO Holding N.V., a
Netherlands company.
Nancy Droppelman, CPA, has served as portfolio manager of
the Real Estate Fund since its inception. Ms. Droppelman has
been associated with the Advisor since January 1997. Prior
to joining the Advisor, Ms. Droppelman served as a real
estate analyst with Edward Jones from January 1995 to ,
and served as a financial analyst and development accounting
manager with CenterMark Properties from November 1988 to
January 1995.
THE ADMINISTRATOR ______________________________________________________________
SEI Fund Resources (the "Administrator"), Oaks,
Pennsylvania, 19456, a Delaware business trust, provides the
Trust with administrative services, including fund
accounting, regulatory reporting, necessary office space,
equipment, personnel and facilities. SEI Investments
Management Corporation, a wholly-owned subsidiary of SEI
Investments Company ("SEI"), is the owner of all beneficial
interest in the Administrator. The Administrator is entitled
to a fee, which is calculated daily and paid monthly, at an
annual rate of .15% of the average daily net assets of the
Funds.
THE TRANSFERAGENT ______________________________________________________________
DST Systems, Inc., 1004 Baltimore Avenue, Kansas City,
Missouri 64105, serves as the transfer agent, and dividend
disbursing agent for the Trust. Compensation for these
services is paid under a transfer agency agreement with the
Trust.
THE DISTRIBUTOR ________________________________________________________________
Rembrandt(R) Financial Services Company (the "Distributor"),
Oaks, Pennsylvania 19456, a subsidiary of SEI Financial
Services Company, and the Trust are parties to a
distribution agreement (the "Distribution Agreement").
The Fund may execute brokerage or other agency
transactions through an affiliate of the Advisor or through
the Distributor for which the affiliate of the Distributor
receives compensation.
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PERFORMANCE ____________________________________________________________________
From time to time, the Fund may advertise yield and total
return. These figures will be based on historical earnings
and are not intended to indicate future performance. The
yield of the Fund refers to the annualized income generated
by an investment in the Fund over a specified 30-day period.
The yield is calculated by assuming that the same amount of
income generated by the investment during that period is
generated in each 30-day period over one year, and is shown
as a percentage of the investment.
The total return of the Fund refers to the average
compounded rate of return on a hypothetical investment, for
designated time periods (including, but not limited to, the
period from which the Fund commenced operations through the
specified date), assuming that the entire investment is
redeemed at the end of each period and assuming the
reinvestment of all dividend and capital gain distributions.
The total return of the Fund may also be quoted as a dollar
amount or on an aggregate basis, or an actual basis.
The Fund may periodically compare its performance to that
of other mutual funds tracked by mutual fund rating services
(such as Lipper Analytical Securities Corp.) or by financial
and business publications and periodicals, broad groups of
comparable mutual funds or unmanaged indices which may
assume investment of dividends but generally do not reflect
deductions for administrative and management costs. The Fund
may quote services such as Morningstar, Inc., a service that
ranks mutual funds on the basis of risk-adjusted
performance, and Ibbotson Associates of Chicago, Illinois,
which provides historical returns of the capital markets in
the U.S. The Fund may use long-term performance of these
capital markets to demonstrate general long-term risk versus
reward scenarios and could include the value of a
hypothetical investment in any of the capital markets. The
Fund may also quote financial and business publications and
periodicals as they relate to fund management, investment
philosophy, and investment techniques.
The Fund may quote various measures of volatility and
benchmark correlation in advertising, and may compare these
measures to those of other funds. Measures of volatility
attempt to compare historical share price fluctuations or
total returns to a benchmark while measures of benchmark
correlation indicate the validity of a comparative
benchmark. Measures of volatility and correlation are
calculated using averages of historical data and cannot be
precisely calculated.
The portfolio turnover rate for the Real Estate Fund may
exceed 100%. A high turnover rate will result in higher
transaction costs and may result in additional tax
consequences for shareholders.
TAXES __________________________________________________________________________
The following summary of Federal income tax consequences is
based on current tax laws and regulations, which may be
changed by legislative, judicial, or administrative action.
No attempt has been made to present a detailed explanation
of the Federal, state, or local income tax treatment of the
Fund or its Shareholders. In addition, state and local tax
14
<PAGE>
................................................................................
[LOGO OF SEI REMBRANDT(R) APPEARS HERE]
TAXES
You must pay taxes on your Fund's earnings, whether you take your payments in
cash or additional shares.
................................................................................
................................................................................
[LOGO OF SEI REMBRANDT(R) APPEARS HERE]
DISTRIBUTIONS
The Fund distributes income dividends and capital gains. Income dividends
represent the earnings from the Fund's investments; capital gains distributions
occur when investments in the Fund are sold for more than the original purchase
price.
................................................................................
consequences on an investment in the Fund may differ from the
Federal income tax consequences described below. Accordingly,
you are urged to consult your tax advisor regarding specific
questions as to Federal, state, and local income taxes.
Additional information concerning taxes is set forth in the
Statement of Additional Information.
Tax Status of The Fund is treated as a separate entity for Federal income tax
the Funds purposes and is not combined with the Trust's other Funds. The
Fund intends to qualify for the special tax treatment afforded
regulated investment companies as defined under Subchapter M of
the Internal Revenue Code. As long as the Fund qualifies for
this special tax treatment, it will be relieved of Federal
income tax on that part of its net investment income and net
capital gains (the excess of net long-term capital gain over
net short-term capital loss) which is distributed to
Shareholders.
Tax Status of The Fund will distribute all of its net investment income
Distributions (including, for this purpose, net short-term capital gain) to
shareholders. Dividends from net investment income will be
taxable to you as ordinary income whether received in cash or
in additional shares. Any net capital gains will be distributed
annually as capital gains distributions and will be treated as
gain from the sale or exchange of a capital asset held for more
than one year, regardless of how long you have held shares and
regardless of whether you receive the distributions are
received in cash or in additional
shares. The Fund will notify you annually of the Federal
income tax character of all distributions.
Because the Fund distributes all of its net investment
income to its Shareholders, the Fund may have to sell
portfolio securities to distribute such income, which may
occur at a time when the Advisor would not have chosen to
sell such securities and which may result in a taxable gain
or loss.
Income received on U.S. obligations is exempt from tax at
the state level when received directly by the Fund and may be
exempt, depending on the state, when received by you as
income dividends from the Fund, provided certain state-
specific conditions are satisfied. The Fund will inform you
annually of the percentage of income and distributions
derived from U.S. obligations. You should consult your tax
advisor to determine whether any portion of the income
dividends received from a Fund is considered tax exempt in
your particular state.
15
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[LOGO OF SEI REMBRANDT(R) APPEARS HERE]
BUY, EXCHANGE AND SELL REQUESTS ARE IN "GOOD ORDER" WHEN:
. The account number and Fund name are shown
. The amount of the transaction is specified in dollars or shares
. Signatures of all owners appear exactly as they are registered on the
account
. Any required signature guarantees (if applicable) are included
. Other supporting legal documents (as necessary) are present
................................................................................
Dividends declared by the Fund in October, November or
December of any year and payable to shareholders of record on
a date in that month will be deemed to have been paid by the
Fund and received by shareholders on December 31 of that
year, if paid by the Fund at any time during the following
January.
The Fund intends to make sufficient distributions prior to
the end of each calendar year to avoid liability for the
Federal excise tax applicable to regulated investment
companies.
Investment income received by a Fund from sources within
foreign countries may be subject to foreign income taxes
withheld at the source.
As a general rule, income dividends (not capital gain
distributions) paid by the Fund, to the extent the dividend
is derived from dividends received from domestic
corporations, may qualify for the dividends received
deduction for corporate shareholders. Distributions of net
capital gains from the Fund do not qualify for the dividends
received deduction.
Each sale, exchange, or redemption of Fund shares is a
taxable event to you.
ADDITIONAL INFORMATION ABOUT DOING BUSINESS WITH US ____________________________
Business Days You may buy, redeem or exchange shares on days on which the
New York Stock Exchange is open for business (a "Business
Day").
Your purchase order for Common Shares will be effective as
of the day received by the Transfer Agent if the Transfer
Agent receives your order before 4:00 p.m., Eastern time.
However, your order may be canceled if the Custodian does not
receive federal funds before 4:00 p.m., Eastern time on the
next Business Day, and you could be liable for any fees or
expenses incurred by the Trust. The purchase price of Common
Shares of the Fund is the net asset value next determined
after a purchase order is effective.
Your Intermediary may have earlier cutoff times for share
transactions. If you purchased shares through an Intermediary,
please contact your Intermediary for more information about
its order requirements.
Minimum The minimum initial investment is $2,000; however, the
Investment minimum investment may be waived at the Distributor's
discretion. All subsequent purchases must be at least $100.
The Fund is intended to be a long-term investment vehicle and
is not designed to provide investors with a means of
speculating on short-term movements. Consequently, the
Trust
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<PAGE>
reserves the right to reject a purchase order for Common
Shares when the Trust or the Transfer Agent determines that
it is not in the best interest of the Trust or its
shareholders to accept such order. Your Intermediary may
impose its own minimum initial and subsequent investment
requirements. If you purchased shares through an
Intermediary, you should contact your Intermediary for
information about any such requirements.
Maintaining a Due to the relatively high cost of handling small
Minimum Account investments, the Fund reserves the right to redeem, at net
Balance asset value, your shares if, because of redemptions of
shares by or on your behalf, your account in the Fund has a
value of less than $1,000. Before the Fund exercises its
right to redeem such shares and send the proceeds to you,
you will be given notice that the value of the shares in
your account is less than the minimum amount and will be
allowed 60 days to make an additional investment in the Fund
in an amount that will increase the value of the account to
at least $1,000. See "Purchase and Redemption of Shares" in
the Statement of Additional Information for examples of when
the right of redemption may be suspended. Financial
Intermediaries also may have requirements for maintaining a
minimum account balance. If you purchased shares through an
Intermediary, you should contact your Intermediary for
information about any such arrangements.
Net Asset Value The purchase price of a share of the Fund is the net asset
value per share next computed after the order is received
and accepted by the Trust. The selling price of a share of
the Fund is the net asset value per share next determined
after receipt of the request for redemption in good order.
The net asset value of the Fund is determined as of the
regular close of business of the New York Stock Exchange
(currently 4:00 p.m. Eastern time) each Business Day.
How the Net The net asset value per share of the Fund is determined by
Asset Value is dividing the total market value of the Fund's investments
Determined and other assets, less any liabilities, by the total number
of outstanding shares of the Fund. The Fund values its
portfolio securities at the last quoted sales price for such
securities, or, if there is no such reported sales price on
the valuation date, at the most recent quoted bid price. The
Fund may use a pricing service to provide market quotations.
A pricing service may use a matrix system of valuation to
value fixed income securities which considers factors such
as securities prices, call features, ratings, and
developments related to a specific security.
GENERAL INFORMATION ____________________________________________________________
The Trust The Trust was organized as a Massachusetts business trust
under a Declaration of Trust dated September 17, 1992, and
amended September 28, 1992 and October 20, 1992. The
Declaration of Trust permits the Trust to offer shares of
separate funds and different classes of each fund. The Trust
consists of the following funds: Money Market Fund,
Government Money Market Fund, Treasury Money Market Fund,
Tax-Exempt Money
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Market Fund, Fixed Income Fund, Intermediate Government
Fixed Income Fund, Tax-Exempt Fixed Income Fund,
International Fixed Income Fund, Limited Volatility Fixed
Income Fund, Latin America Equity Fund, Value Fund, Growth
Fund, Small Cap Fund, International Equity Fund, TransEurope
Fund, Asian Tigers Fund, Balanced Fund and Real Estate Fund.
All consideration received by the Trust for shares of any
Fund and all assets of such Fund belong to that fund, and
would be subject to liabilities related thereto. The Trust
reserves the right to create and issue shares of additional
funds. As of December 31, 1996, the Limited Volatility Fixed
Income Fund and TransEurope Fund had not commenced
operations. Each Fund, except the Real Estate Fund and the
Latin America Equity Fund, offers two classes of shares:
Common Shares and Investor Shares. Each class has its own
expense structure and other characteristics. Investor and
Common Shares of the other funds are offered through
separate prospectuses.
The Trust pays its expenses, including fees of its
service providers, audit and legal expenses, expenses of
preparing prospectuses, proxy solicitation material and
reports to Shareholders, costs of custodial services and
registering the shares under federal and state securities
laws, pricing, insurance expenses, litigation and other
extraordinary expenses, brokerage costs, interest charges,
taxes and organization expenses.
Trustees of the The management and affairs of the Trust are supervised by
Trust the Trustees under the laws governing business trusts in the
Commonwealth of Massachusetts. The Trustees have approved
contracts under which, as described above, certain companies
provide essential management, administrative and shareholder
services to the Trust.
Voting Rights Each share held entitles the shareholder of record to one
vote. Shareholders of each Fund or class will vote
separately on matters relating solely to that Fund or class.
As a Massachusetts business trust, the Trust is not required
to hold annual shareholder meetings, but such meetings will
be held from time to time to seek approval for certain
changes in the operation of the Trust and for the election
of Trustees under certain circumstances. In addition, a
Trustee may be removed by the remaining Trustees or by
shareholders at a special meeting called upon written
request of shareholders owning at least 10% of the
outstanding shares of the Trust. In the event that such a
meeting is requested, the Trust will provide appropriate
assistance and information to the shareholders requesting
the meeting.
Reporting The Trust issues unaudited financial information semi-
annually and audited financial statements annually. The
Trust furnishes periodic reports to shareholders of record,
and, as necessary, proxy statements for shareholder
meetings.
Shareholder inquiries should be directed to the Administrator,
Shareholder Oaks, Pennsylvania, 19456, at 1-800-443-4725. Substantially
Inquiries all of the net investment income (not including capital gains)
Dividends of the Real Estate Fund is distributed in the form of monthly
dividends. Shareholders who own shares at the
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close of business on the record date will be entitled to
receive the dividend. Currently, capital gains of the Fund,
if any, will be distributed at least annually.
You automatically receive all income dividends and
capital gain distributions in additional shares at the net
asset value next determined following the record date,
unless you have elected to take such payment in cash. You
may change your election by providing written notice to the
Transfer Agent at least 15 days prior to the distribution.
Dividends and distributions of the Fund are paid on a
per-share basis. The value of each share will be reduced by
the amount of the payment. If shares are purchased shortly
before the record date for a dividend or the distribution of
capital gains, you will pay the full price for the shares
and receive some portion of the price back as a taxable
dividend or distribution.
Counsel and Morgan, Lewis & Bockius LLP serves as counsel to the Trust.
Auditors Ernst & Young LLP serves as the independent auditors of the
Trust.
Custodians CoreStates Bank, N.A., Broad and Chestnut Streets, P.O. Box
7618, Philadelphia, Pennsylvania 19101, acts as Custodian of
the Trust. The Custodian holds cash, securities and other
assets of the Trust as required by the 1940 Act.
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS __________________________
The following is a description of certain of the permitted
investments and risk factors for the Fund:
American ADRs are securities, typically issued by a U.S. financial
Depositary institution (a "depositary"), that evidence ownership
Receipts interests in a security or a pool of securities issued by a
("ADRs") foreign issuer and deposited with the depositary. ADRs may
be available through "sponsored" or "unsponsored"
facilities. A sponsored facility is established jointly by
the issuer of the security underlying the receipt and a
depositary, whereas an unsponsored facility may be
established by a depositary without participation by the
issuer of the underlying security. Holders of unsponsored
depositary receipts generally bear all the costs of the
unsponsored facility. The depositary of an unsponsored
facility frequently is under no obligation to distribute
shareholder communications received from the issuer of the
deposited security or to pass through, to the holders of the
receipts, voting rights with respect to the deposited
securities.
Bankers' Bankers' acceptances are bills of exchange or time drafts
Acceptances drawn on and accepted by a commercial bank. Bankers'
acceptances are used by corporations to finance the shipment
and storage of goods. Maturities are generally six months or
less.
Certificates of Certificates of deposit are interest bearing instruments
Deposit with a specific maturity. Certificates of deposit are issued
by banks and savings and loan institutions in exchange for
the deposit
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<PAGE>
of funds and normally can be traded in the secondary market
prior to maturity. Certificates of deposit with penalties
for early withdrawal will be considered illiquid.
Commercial Commercial paper is a term used to describe unsecured short-
Paper term promissory notes issued by banks, municipalities,
corporations and other entities. Maturities on these issues
vary from a few to 270 days.
Convertible Convertible securities are corporate securities that are
Securities exchangeable for a set number of shares of another security
at a prestated price. Convertible securities have
characteristics similar to both fixed income and equity
securities. Because of the conversion feature, the market
value of convertible securities tends to move together with
the market value of the underlying stock. The value of
convertible securities is also affected by prevailing
interest rates, the credit quality of the issuer, and any
call provisions.
Equity Equity securities are common stocks and common stock
Securities equivalents consisting of securities convertible into common
stocks and securities having common stock characteristics
(i.e., rights and warrants to purchase common stocks,
sponsored and unsponsored ADRs and equity securities of
closed-end investment companies. Investments in common
stocks are subject to market risks which may cause their
prices to fluctuate over time. Changes in the value of
portfolio securities will not necessarily affect cash income
derived from these securities but will not affect the Fund's
net asset value.
Fixed Income The market value of fixed income investments will change in
Securities response to interest rate changes and other factors. During
periods of falling interest rates, the values of outstanding
fixed income securities generally rise. Conversely, during
periods of rising interest rates, the values of such
securities generally decline. Moreover, while securities
with longer maturities tend to produce higher yields, the
prices of securities with longer maturities are also subject
to greater market fluctuations as a result of changes in
interest rates. Changes by NRSROs in the rating of any fixed
income security and in the ability of an issuer to make
payments of interest and principal also affect the value of
these investments.
Illiquid Illiquid securities are securities that cannot be disposed
Securities of within 7 business days at approximately the price at
which they are being carried on the Fund's books. An
illiquid security includes a demand instrument with a demand
notice period exceeding 7 days, if there is no secondary
market for such security, and repurchase agreements with
durations (or maturities) over 7 days in length.
Investment The Fund's purchase of investment company securities will
Company result in the layering of expenses. The Fund is prohibited
Securities from acquiring the securities of other investment companies
if, as a result of such acquisition, the Fund owns in the
aggregate (1) more than 3% of the total outstanding voting
stock of the acquired company, (2) securities issued by the
acquired companying having an aggregate value of 5% of the
value of the total assets of the Fund, or (3) securities
issued by the acquired company and all other
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investment companies having an aggregate value in excess of
10% of the value of the total assets of the Fund.
Master Limited Master Limited Partnerships are public limited partnerships
Partnerships composed of (i) assets spun off from corporations or (ii)
private limited partnerships. Master limited partnerships
are formed by reorganizing corporate assets or private
partnerships as public limited partnerships combining
various investment objectives. Interests in master limited
partnerships are represented by depositary receipts traded
in the secondary market. Because limited partners have no
active role in management, the safety of a limited partner's
investment in a master limited partnership depends upon the
management ability of the general partner.
Money Market Money Market Instruments include certificates of deposit,
Instruments commercial paper, bankers' acceptances, Treasury bills, time
deposits, repurchase agreements and shares of money market
funds.
REITs REITs pool investors' funds for investment primarily in
income producing real estate or real estate related loans or
interests. Generally, REITs can be classified as Equity
REITs, Mortgage REITs and Hybrid REITs. Equity REITs own
real estate itself, but primarily invest their assets
directly in real estate and derive their income mainly from
rent and capital gains from sale of property. Mortgage REITs
make loans to provide capital to real estate owners and
buyers, primarily invest their assets in real estate
mortgages and derive their income mainly from interest
payments. Hybird REITs combine the features of Equity and
Mortgage REITs.
A REIT does not pay corporate income tax if it meets
regulatory requirements relating to its organization,
ownership, assets and income, and with a regulatory
requirement that it distributes at least 95% of its taxable
income for each taxable year.
Repurchase Repurchase agreements are agreements by which the Fund
Agreements obtains a security and simultaneously commits to return the
security to the seller at an agreed upon price on an agreed
upon date within a number of days from the date of purchase.
The Fund or its agent will have actual or constructive
possession of the securities held as collateral for the
repurchase agreement. Collateral must be maintained at a
value at least equal to 100% of the purchase price. The Fund
bears a risk of loss in the event the other party defaults
on its obligations and the Fund is delayed or prevented from
exercising its right to dispose of the collateral securities
or if the Fund realizes a loss on the sale of the collateral
securities. The Fund will enter into repurchase agreements
only with financial institutions deemed to present minimal
risk of bankruptcy during the term of the agreement based on
established guidelines. Repurchase agreements are considered
loans under the 1940 Act, as well as for federal and state
income tax purposes.
Restricted Restricted securities are securities that may not be sold
Securities freely to the public absent registration under the
Securities Act of 1933 or an exemption from registration.
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Rights Rights are instruments giving shareholders the right to
purchase shares of newly issued common stock below the
public offering price before they are offered to the public.
Securities In order to generate additional income, the Fund may lend
Lending the securities in which it is invested pursuant to
agreements requiring that the loan be continuously secured
by collateral consisting of cash, securities of the U.S.
Government or its agencies equal at all times to 100% of the
market value plus accrued interest of the loaned securities.
Collateral is marked to market daily. The Fund continues to
receive interest on the loaned securities while
simultaneously earning interest on the investment of cash
collateral in U.S. Government securities. There may be risks
of delay in recovery of the securities or even loss of
rights in the collateral should the borrower of the
securities fail financially.
Securities of There are certain risks connected with investing in foreign
Foreign Issuers securities. These include risks of adverse political and
economic developments (including possible governmental
seizure or nationalization of assets), the possible
imposition of exchange controls or other governmental
restrictions, less uniformity in accounting and reporting
requirements, the possibility that there will be less
information on such securities and their issuers available
to the public, the difficulty of obtaining or enforcing
court judgments abroad, restrictions on foreign investments
in other jurisdictions, difficulties in effecting
repatriation of capital invested abroad, and difficulties in
transaction settlements and the effect of delay on
shareholder equity. Foreign securities may be subject to
foreign taxes, and may be less marketable than comparable
U.S. securities. The value of the Fund's investments
denominated in foreign currencies will depend on the
relative strengths of those currencies and the U.S. dollar,
and the Fund may be affected favorably or unfavorably by
changes in the exchange rates or exchange control
regulations between foreign currencies and the U.S. dollar.
Changes in foreign currency exchange rates also may affect
the value of dividends and interest earned, gains and losses
realized on the sale of securities and net investment income
and gains, if any, to be distributed to shareholders by the
Fund.
Standby Securities subject to standby commitments or puts permit the
Commitments holder thereof to sell the securities at a fixed price prior
and Puts to maturity. Securities subject to a standby commitment or
put may be sold at any time at the current market price.
However, unless the standby commitment or put was an
integral part of the security as originally issued, it may
not be marketable or assignable; therefore, the standby
commitment or put would only have value to the Fund owning
the security to which it relates. In certain cases, a
premium may be paid for a standby commitment or put, which
premium will have the effect of reducing the yield otherwise
payable on the underlying security.
Time Deposits Time deposits are non-negotiable receipts issued by a bank
in exchange for the deposit of funds. Time deposits with a
withdrawal penalty are considered to be illiquid.
U.S. Government Obligations issued or guaranteed by agencies of the U.S.
Agency Government, including, among others, the Federal Farm Credit
Obligations Bank, the Federal Housing Administration and the Small
Business Administration, and obligations issued or
guaranteed by instrumentalities of the
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U.S. Government, including, among others, the Federal Home
Loan Mortgage Corporation, the Federal Land Banks and the
U.S. Postal Service. Some of these securities are supported
by the full faith and credit of the U.S. Treasury (e.g.,
Government National Mortgage Association securities), others
are supported by the right of the issuer to borrow from the
Treasury (e.g., Federal Farm Credit Bank securities), while
still others are supported only by the credit of the
instrumentality (e.g., Fannie Mae securities). Guarantees of
principal by agencies or instrumentalities of the U.S.
Government may be a guarantee of payment at the maturity of
the obligation so that in the event of a default prior to
maturity there might not be a market and thus no means of
realizing on the obligation prior to maturity. Guarantees as
to the timely payment of principal and interest do not
extend to the value or yield of these securities nor to the
value of the Fund's shares.
U.S. Treasury U.S. Treasury obligations consist of bills, notes and bonds
Obligations issued by the U.S. Treasury.
Warrants Warrants are instruments giving holders the right, but not
the obligation, to buy shares of a company at a given price
during a specified period.
When-Issued and When-issued or delayed delivery basis transactions involve
Delayed the purchase of an instrument with payment and delivery
Delivery taking place in the future. Delivery of and payment for
Securities these securities may occur a month or more after the date of
the purchase commitment. The Fund will maintain with the
Custodian a separate account with cash or cash equivalents
in an amount at least equal to these commitments. The
interest rate realized on these securities is fixed as of
the purchase date and no interest accrues to the Fund before
settlement. These securities are subject to market
fluctuations due to changes in market interest rates, and it
is possible that the market value at the time of settlement
could be higher or lower than the purchase price if the
general level of interest rates has changed. Although the
Fund generally purchases securities on a when-issued or
forward commitment basis with the intention of actually
acquiring securities for its portfolio, the Fund may dispose
of a when-issued security or forward commitment prior to
settlement if it deems appropriate. When investing in when-
issued securities, the Fund will not accrue income until
delivery of the securities and will invest in such
securities only for purposes of actually acquiring the
securities and not for the purpose of leveraging.
23
<PAGE>
Rembrandt Funds(R)
Investment Advisor:
ABN AMRO Asset Management (USA) Inc.
This Statement of Additional Information is not a prospectus. It is intended to
provide additional information regarding the activities and operations of
Rembrandt Funds(R) (the "Trust") and should be read in conjunction with the
prospectus dated December ___, 1997. Prospectuses may be obtained by writing to
the Distributor, Rembrandt(R) Financial Services Company, Oaks, Pennsylvania
19456 or by calling 1-800-443-4725.
TABLE OF CONTENTS
<TABLE>
<S> <C>
THE TRUST........................................................... 2
DESCRIPTION OF PERMITTED INVESTMENTS................................ 2
INVESTMENT LIMITATIONS.............................................. 12
NON-FUNDAMENTAL POLICIES............................................ 13
THE ADVISOR......................................................... 14
THE ADMINISTRATOR................................................... 15
THE DISTRIBUTOR..................................................... 15
TRUSTEES AND OFFICERS OF THE TRUST.................................. 16
COMPUTATION OF YIELD................................................ 18
CALCULATION OF TOTAL RETURN......................................... 18
PURCHASE AND REDEMPTION OF SHARES................................... 18
DETERMINATION OF NET ASSET VALUE.................................... 19
TAXES............................................................... 19
PORTFOLIO TRANSACTIONS.............................................. 21
TRADING PRACTICES AND BROKERAGE..................................... 22
DESCRIPTION OF SHARES............................................... 24
SHAREHOLDER LIABILITY............................................... 24
LIMITATION OF TRUSTEES' LIABILITY................................... 25
APPENDIX............................................................ A-1
</TABLE>
December ____, 1997
[PRODUCT CODE]
<PAGE>
THE TRUST
Rembrandt Funds(R) is an open-end management investment company established as a
Massachusetts business trust pursuant to a Declaration of Trust dated September
17, 1992. The Declaration of Trust permits the Trust to offer separate series
of units of beneficial interest ("shares") and different classes of shares of
each fund. The Trust has two separate classes of shares, the Common Shares and
the Investor Shares, which provide for variations in distribution costs, voting
rights and dividends. Except for these differences between Common Shares and
Investor Shares, each share of each fund represents an equal proportionate
interest in that fund. See "Description of Shares." The Real Estate Fund is
offered only through Common Shares. This Statement of Additional Information
relates to the Common Shares of the Real Estate Fund.
DESCRIPTION OF PERMITTED INVESTMENTS
Variable Amount Master Demand Notes
Variable amount master demand notes may or may not be backed by bank letters of
credit. These notes permit the investment of fluctuating amounts at varying
market rates of interest pursuant to direct arrangements between the Trust, as
lender, and the borrower. Such notes provide that the interest rate on the
amount outstanding varies on a daily, weekly or monthly basis depending upon a
stated short-term interest rate index. Both the lender and the borrower have
the right to reduce the amount of outstanding indebtedness at any time. There
is no secondary market for the notes. It is not generally contemplated that
such instruments will be traded.
Variable and Floating Rate Instruments
Certain obligations may carry variable or floating rates of interest, and may
involve conditional or unconditional demand features. Such instruments bear
interest at rates which are not fixed, but which vary with changes in specified
market rates or indices. The interest rates on these securities may be reset
daily, weekly, quarterly or some other reset period, and may have a floor or
ceiling on interest rate changes. There is a risk that the current interest
rate on such obligations may not accurately reflect existing market interest
rates.
Floating Rate Notes
Floating rate notes will normally involve industrial development or revenue
bonds which provide that the rate of interest is set as a specific percentage of
a designated base rate (such as the prime rate) at a major commercial bank, and
that the Fund can demand payment of the obligation at all times or at stipulated
dates on short notice (not to exceed 30 days) at par plus accrued interest. The
Fund may use the longer of the period required before the Fund is entitled to
prepayment under such obligations or the period remaining until the next
interest rate adjustment date for
-2-
<PAGE>
purposes of determining the maturity. Such obligations are frequently secured
by letters of credit or other credit support arrangements provided by banks.
The quality of the underlying credit or of the bank, as the case may be, must be
rated in the third highest rating category or, in the Advisor's opinion, be of
comparable quality. The Advisor will monitor the earning power, cash flow and
liquidity ratios of the issuers of such instruments and the ability of an issuer
of a demand instrument to pay principal and interest on demand. The Advisor may
purchase other types of tax-exempt instruments as long as they are of a quality
equivalent to the bond or commercial paper ratings stated above.
GNMA Certificates
GNMA Certificates are securities issued by the Government National Mortgage
Association ("GNMA"), a wholly-owned U.S. Government corporation which
guarantees the timely payment of principal and interest. The market value and
interest yield of these instruments can vary due to market interest rate
fluctuations and early prepayments of underlying mortgages. These securities
represent ownership in a pool of federally insured mortgage loans. GNMA
certificates consist of underlying mortgages with a maximum maturity of 30
years. However, due to scheduled and unscheduled principal payments, GNMA
certificates have a shorter average maturity and, therefore, less principal
volatility than a comparable 30-year bond. Since prepayment rates vary widely,
it is not possible to accurately predict the average maturity of a particular
GNMA pool. The scheduled monthly interest and principal payments relating to
mortgages in the pool will be "passed through" to investors. GNMA securities
differ from conventional bonds in that principal is paid back to the certificate
holders over the life of the loan rather than at maturity. As a result, there
will be monthly scheduled payments of principal and interest. In addition,
there may be unscheduled principal payments representing prepayments on the
underlying mortgages. Although GNMA certificates may offer yields higher than
those available from other types of U.S. Government securities, GNMA
certificates may be less effective than other types of securities as a means of
"locking in" attractive long-term rates because of the prepayment feature. For
instance, when interest rates decline, the value of a GNMA certificate likely
will not rise as much as comparable debt securities due to the prepayment
feature. In addition, these prepayments can cause the price of a GNMA
certificate originally purchased at a premium to decline in price to its par
value, which may result in a loss.
Mortgage-Backed Securities
Two principal types of mortgage-backed securities are collateralized mortgage
obligations ("CMOs") and real estate mortgage investment conduits ("REMICs"),
which are rated in one of the two highest rating categories by a nationally
recognized statistical rating organization ("NRSRO"). CMOs are securities
collateralized by mortgages, mortgage pass-throughs, mortgage pay-through bonds
(bonds representing an interest in a pool of mortgages where the cash flow
generated from the mortgage collateral pool is dedicated to bond repayment), and
mortgage-backed bonds (general obligations of the issuers payable out of the
issuers' general funds that are secured by a first lien on a pool of single
family detached properties). Many
-3-
<PAGE>
CMOs are issued with a number of classes or series which have different
maturities and are retired in sequence.
Investors purchasing such CMOs in the shortest maturities receive or are
credited with their pro rata portion of the scheduled payments of interest and
--- ----
principal on the underlying mortgages plus all unscheduled prepayments of
principal up to a predetermined portion of the total CMO obligation. Until
that portion of such CMO obligation is repaid, investors in the longer
maturities receive interest only. Accordingly, the CMOs in the longer maturity
series are less likely than other mortgage pass-throughs to be prepaid prior to
their stated maturity. Although some of the mortgages underlying CMOs may be
supported by various types of insurance, and some CMOs may be backed by GNMA
certificates or other mortgage pass-throughs issued or guaranteed by U.S.
Government agencies or instrumentalities, the CMOs themselves are not generally
guaranteed. FHLMC has in the past guaranteed only the ultimate collection of
principal of the underlying mortgage loan; however, FHLMC now issues mortgage-
backed securities (FHLMC Gold PCs) which also guarantee timely payment of
monthly principal reductions. Government and private guarantees do not extend
to the securities' value, which is likely to vary inversely with fluctuations in
interest rates.
Certain of the Funds also may invest in parallel pay CMOs and Planned
Amortization Class CMOs ("PAC Bonds"). Parallel pay CMOs are structured to
provide payments of principal on each payment date to more than one class.
These simultaneous payments are taken into account in calculating the stated
maturity date or final distribution date of each class, which, as with other CMO
structures, must be retired by its stated maturity date or final distribution
date, but may be retired earlier. PAC Bonds are always parallel pay CMOs with
the required principal payment on such securities having the highest priority
after interest has been paid to all classes.
REMICs, which were authorized under the Tax Reform Act of 1986, are private
entities formed for the purpose of holding a fixed pool of mortgages secured by
an interest in real property. REMICs are similar to CMOs in that they issue
multiple classes of securities.
Short Sales
Selling securities short involves selling securities the seller does not own
(but has borrowed) in anticipation of a decline in the market price of such
securities. To deliver the securities to the buyer, the seller must arrange
through a broker to borrow the securities and, in so doing, the seller becomes
obligated to replace the securities borrowed at their market price at the time
of replacement. In a short sale, the proceeds the seller receives from the sale
are retained by a broker until the seller replaces the borrowed securities. The
seller may have to pay a premium to borrow the securities and must pay any
dividends or interest payable on the securities until they are replaced.
The Fund may sell securities short "against the box." A short sale is "against
the box" if, at all times during which the short position is open, the Fund owns
at least an equal amount of the
-4-
<PAGE>
securities or securities convertible into, or exchangeable without further
consideration for, securities of the same issuer as the securities that are sold
short.
The Fund may also maintain short positions in forward currency exchange
transactions, which involve the Fund's agreeing to exchange currency that it
does not own at that time for another currency at a future date and specified
price in anticipation of a decline in the value of the currency sold short
relative to the currency that the Fund has contracted to receive in the
exchange. To ensure that any short position of the Fund is not used to achieve
leverage, the Fund establishes with its custodian a segregated account
consisting of cash or cash equivalents equal to the fluctuating market value of
the currency as to which any short position is being maintained.
Repurchase Agreements
Repurchase agreements, into which the Fund is permitted to enter, are agreements
by which a person (e.g., the Fund) obtains a security and simultaneously commits
----
to return the security to the seller (primary securities dealer recognized by
the Federal Reserve Bank of New York or a national member bank as defined in
Section 3(d)(1) of the Federal Deposit Insurance Act, as amended) at an agreed
upon price (including principal and interest) on an agreed upon date within a
number of days (usually not more than seven) from the date of purchase. The
resale price reflects the purchase price plus an agreed upon market rate of
interest which is unrelated to the coupon rate or maturity of the underlying
security. A repurchase agreement involves the obligation of the seller to pay
the agreed upon price, which obligation is in effect secured by the value of the
underlying security.
Repurchase agreements are considered to be loans by the Fund for purposes of its
investment limitations. The repurchase agreements entered into by the Fund will
provide that the underlying security at all times shall have a value at least
equal to 100% of the resale price stated in the agreement (the Advisor monitors
compliance with this requirement). Under all repurchase agreements entered
into by the Fund, the Custodian or its agent must take possession of the
underlying collateral. However, if the seller defaults, the Fund could realize
a loss on the sale of the underlying security to the extent that the proceeds
of sale including accrued interest are less than the resale price provided in
the agreement including interest. In addition, even though the Bankruptcy Code
provides protection for most repurchase agreements, if the seller should be
involved in bankruptcy or insolvency proceedings, the Fund may incur delay and
costs in selling the underlying security or may suffer a loss of principal and
interest if the Fund is treated as an unsecured creditors and required to return
the underlying securities to the seller's estate.
Standby Commitments, or Puts
The Advisor has the authority to purchase securities at a price which would
result in a yield-to-maturity lower than that generally offered by the seller at
the time of purchase when they can simultaneously acquire the right to sell the
securities back to the seller, the issuer, or a third party (the "writer") at an
agreed-upon price at any time during a stated period or on a certain date.
-5-
<PAGE>
Such a right is generally denoted as a "standby commitment" or a "put." The
purpose of engaging in transactions involving puts is to maintain flexibility
and liquidity to permit the Fund to meet redemptions and remain as fully
invested as possible in municipal securities. The Fund reserves the right to
engage in put transactions. The right to put the securities depends on the
writer's ability to pay for the securities at the time the put is exercised.
The Fund will limit its put transactions to institutions which the Advisor
believes present minimal credit risks, and the Advisor will use its best efforts
to initially determine and continue to monitor the financial strength of the
sellers of the options by evaluating their financial statements and such other
information as is available in the marketplace. It may, however, be difficult
to monitor the financial strength of the writers because adequate current
financial information may not be available. In the event that any writer is
unable to honor a put for financial reasons, the Fund would be general creditor
(i.e., on a parity with all other unsecured creditors) of the writer.
----
Furthermore, particular provisions of the contract between the Fund and the
writer may excuse the writer from repurchasing the securities; for example, a
change in the published rating of the underlying securities or any similar event
that has an adverse effect on the issuer's credit or a provision in the contract
that the put will not be exercised except in certain special cases, for example,
to maintain portfolio liquidity. The Fund could, however, at any time sell the
underlying portfolio security in the open market or wait until the portfolio
security matures, at which time it should realize the full par value of the
security.
Options
Put and call options may be used by the Fund from time to time as the Advisor
deems to be appropriate except as limited by the Fund's investment restrictions,
but will not be used for speculative purposes. Among the strategies the Advisor
may use are: protective puts on stocks owned by the Fund, buying calls on
stocks the Fund is attempting to buy and writing covered calls on stocks the
Fund owns.
A put option gives the purchaser of the option the right to sell, and the writer
the obligation to buy, the underlying security at any time during the option
period. A call option gives the purchaser of the option the right to buy, and
the writer of the option the obligation to sell, the underlying security at any
time during the option period. The premium paid to the writer is the
consideration for undertaking the obligations under the option contract. The
initial purchase (sale) of an option contract is an "opening transaction". In
order to close out an option position, the Fund may enter into a "closing
transaction" -- the sale (purchase) of an option contract on the same security
with the same exercise price and expiration date as the option contract
originally opened.
The Fund may buy protective put options from time to time on such portion of its
assets as the Advisor determines is appropriate in seeking the Fund's investment
objective. The advantage to the Fund of buying the protective put is that if
the price of the stock falls during the option period, the Fund may exercise the
put and receive the higher exercise price for the stock.
-6-
<PAGE>
However, if the security rises in value, the Fund will have paid a premium for
the put which will expire unexercised.
The Fund may buy call options from time to time as the Advisor determines is
appropriate in seeking the Fund's investment objective. The Fund may elect to
buy calls on stocks that the Fund is trying to buy. The advantage of the Fund
buying the fiduciary call is that if the price of the stock rises during the
option period, the Fund may exercise the call and buy the stock for the lower
exercise price. If the security falls in value, the Fund will have paid a
premium for the call (which will expire worthless) but will be able to buy the
stock at a lower price.
The Fund may write covered call options from time to time on such portion of its
assets as the Advisor determines is appropriate in seeking the Fund's investment
objective. The advantage to the Fund of writing covered call options is that
the Fund receives a premium which is additional income. However, if the
security rises in value, the Fund may not fully participate in the market
appreciation.
During the option period, a covered call option writer may be assigned an
exercise notice by the broker-dealer through whom such call option was sold
requiring the writer to deliver the underlying security against payment of the
exercise price. This obligation is terminated upon the expiration of the option
period or at such earlier time in which the writer effects a closing purchase
transaction. A closing purchase transaction is one in which the Fund, when
obligated as a writer of an option, terminates its obligation by purchasing an
option of the same series as the option previously written. A closing purchase
transaction cannot be effected with respect to an option once the option writer
has received an exercise notice for such option.
The Fund may write covered put and call options as a means of increasing the
yield on its portfolio and as a means of providing limited protection against
decreases in its market value. When Fund sells an option, if the underlying
securities do not increase or decrease to a price level that would make the
exercise of the option profitable to the holder thereof, the option generally
will expire without being exercised and the Fund will realize as profit the
premium received for such option. When a call option of which the Fund is the
writer is exercised, the Fund will be required to sell the underlying securities
to the option holder at the strike price, and will not participate in any
increase in the price of such securities above the strike price. When a put
option of which the Fund is the writer is exercised, the Fund will be required
to purchase the underlying securities at the strike price, which may be in
excess of the market value of such securities.
The Fund may purchase and write options on an exchange or over-the-counter.
Over-the-counter options ("OTC options") differ from exchange-traded options in
several respects. They are transacted directly with dealers and not with a
clearing corporation, and therefore entail the risk of non-performance by the
dealer. OTC options are available for a greater variety of securities and for a
wider range of expiration dates and exercise prices than are available for
exchange-traded options. Because OTC options are not traded on an exchange,
pricing is done normally by
-7-
<PAGE>
reference to information from a market maker. It is the position of the
Securities and Exchange Commission that OTC options are illiquid.
The Fund may purchase and write put and call options on foreign currencies
(traded on U.S. and foreign exchanges or over-the-counter markets) to manage its
exposure to exchange rates. Call options on foreign currency written by the
Fund will be "covered," which means that the Fund will own an equal amount of
the underlying foreign currency. With respect to put options on foreign
currency written by the Fund, the Fund will establish a segregated account with
its custodian bank consisting of cash, cash equivalents or liquid securities in
an amount equal to the amount the Fund would be required to pay upon exercise of
the put.
The market value of an option generally reflects the market price of an
underlying security. Other principal factors affecting market value include
supply and demand, interest rates, the pricing volatility of the underlying
security and the time remaining until the expiration date.
There are risks associated with option transactions, including the following:
(i) the success of a hedging strategy may depend on the ability of the Advisor
to predict movements in the prices of individual securities, fluctuations in
markets and movements in interest rates; (ii) there may be imperfect correlation
between the movement in prices of securities held by the Fund; (iii) there may
not be a liquid secondary market for options; and (iv) while the Fund will
receive a premium when it writes covered call options, it may not participate
fully in a rise in the market value of the underlying security.
Futures Contracts and Options on Futures Contracts
Futures contracts provide for the future sale by one party and purchase by
another party of a specified amount of a specific security at a specified future
time and at a specified price. An option on a futures contract gives the
purchase the right, in exchange for a premium, to assume a position in a futures
contract at a specified exercise price during the term of the option. The Fund
may use futures contracts and related options for bona fide hedging purposes, to
offset changes in the value of securities held or expected to be acquired or be
disposed of, to minimize fluctuations in foreign currencies, or to gain exposure
to a particular market or instrument. The Fund will minimize the risk that it
will be unable to close out a futures contract by only entering into futures
contracts which are traded on national futures exchanges, in addition, the Fund
will only sell covered futures contracts and options on futures contracts.
No price is paid upon entering into futures contracts. Instead, the Fund is
required to deposit an amount of cash or U.S. Treasury securities known as
"initial margin." Subsequent payments, called "variation margin," to and from
the broker, are made on a daily basis as the value of the futures position
varies (a process known as "marking to market"). The margin is in the nature of
a performance bond or good-faith deposit on a futures contract.
-8-
<PAGE>
In order to avoid leveraging and related risks, when the Fund purchases futures
contracts, it will collateralize its position by depositing an amount of cash or
cash equivalents equal to the market value of the futures positions held, less
margin deposits, in a segregated account with the Trust's custodian. Collateral
equal to the current market value of the futures position will be marked to
market on a daily basis.
There are risks associated with these activities, including the following (1)
the success of a hedging strategy may depend on an ability to predict movements
in the prices of individual securities, fluctuations in markets and movements in
interest rates; (2) there may be an imperfect or no correlation between the
changes in market value of the securities held by the Fund and the prices of
futures and options on futures; (3) there may not be a liquid secondary market
for a futures contract or option; (4) trading restrictions or limitations may be
imposed by an exchange; and (5) government regulations may restrict trading in
futures contracts and futures options.
Foreign Securities
Foreign securities may be U.S. dollar denominated or non-U.S. dollar denominated
obligations or securities of foreign issuers, including obligations of foreign
branches of U.S. banks and of foreign banks, including European certificates of
deposit, European time deposits, Canadian time deposits and Yankee certificates
of deposit, and investments in Canadian commercial paper, foreign securities and
Europaper. In addition, the Fund may invest in American Depositary Receipts
("ADRs"). These instruments may subject the Fund to investment risks that
differ in some respects from those related to investments in obligations of U.S.
domestic issuers. Such risks include future adverse political and economic
developments, the possible imposition of withholding taxes on interest or other
income, possible seizure, nationalization, or expropriation of foreign deposits,
the possible establishment of exchange controls or taxation at the source,
greater fluctuations in value due to changes in exchange rates, or the adoption
of other foreign governmental restrictions which might adversely affect the
payment of principal and interest on such obligations. Such investments may
also entail higher custodial fees and sales commissions than domestic
investments. Foreign issuers of securities or obligations are often subject to
accounting treatment and engage in business practices different from those
respecting domestic issuers of similar securities or obligations. Foreign
branches of U.S. banks and foreign banks may be subject to less stringent
reserve requirements than those applicable to domestic branches of U.S. banks.
Further, it may be more difficult for the Fund's agents to keep currently
informed about corporate actions which may affect the prices of portfolio
securities. Communications between the U.S. and foreign countries may be less
reliable than within the U.S., increasing the risk of delayed settlements of
portfolio securities. Certain markets may require payment for securities before
delivery. The Fund's ability and decisions to purchase and sell portfolio
securities may be affected by laws or regulations relating to the convertibility
of currencies and repatriation of assets. Some countries restrict the extent to
which foreigners may invest in their securities markets.
-9-
<PAGE>
When-Issued Securities
The Fund will only make commitments to purchase obligations on a when-issued
basis with the intention of actually acquiring the securities, but may sell them
before the settlement date. The when-issued securities are subject to market
fluctuation, and the purchaser accrues no interest on the security during this
period. The payment obligation and the interest rate that will be received on
the securities are each fixed at the time the purchaser enters into the
commitment. Purchasing obligations on a when-issued basis may be used as a form
of leveraging because the purchaser may accept the market risk prior to payment
for the securities. The Fund will segregate cash or cash equivalents in an
amount at least equal in value to the Fund's commitments to purchase when-issued
securities. If the value of these assets declines, the Fund will place
additional liquid assets aside on a daily basis so that the value of the assets
set aside is equal to the amount of such commitments. Consequently, the Fund
will not use such purchases for leveraging.
Receipts
Receipts are interests in separately traded interest and principal component
parts of U.S. Treasury obligations that are issued by banks and brokerage firms
and are created by depositing U.S. Treasury obligations into a special account
at a custodian bank. The custodian holds the interest and principal payments
for the benefit of the registered owners of the certificates or receipts. The
custodian arranges for the issuance of the certificates or receipts evidencing
ownership and maintains the register. Receipts are sold as zero coupon
securities which means that they are sold at a substantial discount and redeemed
at face value at their maturity date without interim cash payments of interest
or principal. This discount is amortized over the life of the security, and
such amortization will constitute the income earned on the security for both
accounting and tax purposes. Because of these features, receipts may be subject
to greater price volatility than interest paying U.S. Treasury obligations. See
also "Taxes".
Restricted Securities
Restricted securities are securities that may not be sold to the public without
registration under the Securities Act of 1933 (the "1933 Act") absent an
exemption from registration. Up to 10% of the Fund's assets may consist of
restricted securities that are illiquid and the Advisor may invest up to an
additional 5% of the total assets of the Fund in restricted securities, provided
it determines that at the time of investment such securities are not illiquid
(generally, an illiquid security cannot be disposed of within seven days in the
ordinary course of business at its full value), based on guidelines and
procedures developed and established by the Board of Trustees of the Trust. The
Board of Trustees will periodically review such procedures and guidelines and
will monitor the Advisor's implementation of such procedures and guidelines.
Under these procedures and guidelines, the Advisor will consider the frequency
of trades and quotes for the security, the number of dealers in, and potential
purchasers for, the securities, dealer undertakings to make a market in the
security and the nature of the security and of the
-10-
<PAGE>
marketplace trades. In purchasing such restricted securities, the Advisor
intends to rely upon the exemption from registration provided by Rule 144A under
the 1933 Act.
Securities Lending
Securities loaned by the Fund pursuant to an agreement which requires collateral
to secure the loan will not be made if, as a result, the aggregate amount of all
outstanding securities loans for the Fund exceed one-third of the value of the
Fund's total assets taken at fair market value. The Fund will continue to
receive interest on the loaned securities while simultaneously earning interest
on the investment of the cash collateral in U.S. Government securities.
However, the Fund will normally pay lending fees to such broker-dealers and
related expenses from the interest earned on invested collateral. Loans are
made only to borrowers deemed by the Advisor to be of good standing and when, in
the judgment of the Advisor, the consideration which can be earned currently
from such securities loans justifies the attendant risk. Any loan may be
terminated by either party upon reasonable notice to the other party. The Funds
may use the Distributor or a broker-dealer affiliate of the Advisor as a broker
in these transactions.
Investment Company Shares
Investments in shares of open-end funds and closed-end funds, as described in
the prospectus, may result in the layering of expenses. Since such funds pay
management fees and other expenses, shareholders of the Fund would indirectly
pay both Fund expenses and the expenses of underlying funds with respect to Fund
assets invested therein. Under applicable regulations, the Fund is prohibited
from acquiring the securities of other investment companies if, as a result of
such acquisition, the Fund owns more than 3% of the total voting stock of the
company; securities issued by any one investment company represent more than
5% of the Fund's total assets; or securities (other than treasury stock) issued
by all investment companies represent more than 10% of the total assets of the
Fund. See also "Investment Limitations."
The Trust has received an exemptive order from the Securities and Exchange
Commission ("SEC") to permit the Fund to invest in shares of the Rembrandt money
market funds. Pursuant to this order, the Fund is permitted to invest in shares
of the Money Market Funds provided that the Advisor and any of its affiliates
waive management fees and other expenses with respect to Fund assets invested
therein.
It is the position of the staff of the SEC that certain nongovernmental issuers
of CMOs and REMICs constitute investment companies pursuant to the Investment
Company Act of 1940, as amended ("1940 Act") and either (a) investments in such
instruments are subject to the limitations set forth above or (b) the issuers of
such instruments have been granted orders from the SEC exempting such
instruments from the definition of investment company.
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<PAGE>
Swaps, Caps and Floors
Swap agreements are sophisticated hedging instruments that typically involve a
small investment of cash relative to the magnitude of risk assumed. As a
result, swaps can be highly volatile and have a considerable impact on the
Fund's performance. Swap agreements are subject to risks related to the
counterparty's ability to perform, and may decline in value if the
counterparty's creditworthiness deteriorates. The Fund may also suffer losses
if it is unable to terminate outstanding swap agreements or reduce its exposure
through offsetting transactions. Any obligation the Fund may have under these
types of arrangements will be covered by setting aside cash or cash equivalents
in a segregated account. The Fund will enter into swaps only with
counterparties believed to be creditworthy.
In a typical cap or floor agreement, the buyer of an interest rate cap obtains
the right to receive payments to the extent that a specific interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate falls
below an agreed-upon level. An interest rate collar combines elements of buying
a cap and selling a floor. In swap agreements, if the Fund agrees to exchange
payments in dollars for payments in foreign currency, the swap agreement would
tend to decrease the Fund's exposure to U.S. interest rates and increase its
exposure to foreign currency and interest rates. Caps and floors have an effect
similar to buying or writing options. Depending on how they are used, swap
agreements may increase or decrease the overall volatility of the Fund's
investment and their share price and yield.
INVESTMENT LIMITATIONS
The Fund has adopted certain investment limitations which, in addition to those
limitations in the Prospectus, are fundamental and may not be changed without
approval by a majority vote of the Fund's outstanding shares. The term
"majority of the Fund's outstanding shares" means the vote of (i) 67% or more of
the Fund's shares present at a meeting, if more than 50% of the outstanding
shares of the Fund are present or represented by proxy, or (ii) more than 50% of
the Fund's outstanding shares, whichever is less.
The Fund may not:
1. Acquire more than 10% of the voting securities of any one issuer.
2. Invest in companies for the purpose of exercising control.
3. Act as an underwriter of securities of other issuers except as it may be
deemed an underwriter under federal securities laws in selling the Fund
security.
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<PAGE>
4. Issue senior securities (as defined in the 1940 Act) except in connection
with permitted borrowings as described below or as permitted by rule,
regulation or order of the SEC.
5. Borrow money in an amount exceeding 33 1/3% of the value of its total
assets, provided that, for purposes of this limitation, investment
strategies which either obligate the Fund to purchase securities or require
the Fund to segregate assets are not considered to be borrowing. Except
where the Fund has borrowed money for temporary purposes in amounts not
exceeding 5% of its total assets, asset coverage of at least 300% is
required for all borrowings.
6. Purchase or sell real estate, physical commodities, or commodities
contracts, except that the Fund may purchase: (i) marketable securities
issued by companies which own or invest in real estate (including real
estate investment trusts), commodities, or commodities contracts, and (ii)
commodities contracts relating to financial instruments, such as financial
futures contracts and options on such contracts.
NON-FUNDAMENTAL POLICIES
The Fund may not:
1. Invest in warrants, except that the Fund may invest in warrants in an
amount not exceeding 5% of the Fund's net assets as valued at the lower of
cost or market value. Included in that amount, but not to exceed 2% of the
Fund's net assets, may be warrants not listed on the New York Stock
Exchange or the American Stock Exchange.
2. Invest in illiquid securities in an amount exceeding, in the aggregate, 15%
of the Fund's net assets.
3. Purchase or retain securities of an issuer if, to the knowledge of the
Trust, an officer, trustee, partner or director of the Trust or any
investment adviser of the Trust owns beneficially more than 1/2 of 1% of
the shares or securities of such issuer and all such officers, trustees,
partners and directors owning more than 1/2 of 1% of such shares or
securities together own more than 5% of such shares or securities.
4. Invest in interests in oil, gas or other mineral exploration or development
programs and oil, gas or mineral leases.
5. Purchase securities of any company which has (with predecessors) a record
of less than three years continuing operations if, as a result more than 5%
of total assets (taken at fair market value) of the Fund would be invested
in such securities, except obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities or municipal securities which
are rated by at least two nationally recognized bond rating services.
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<PAGE>
6. Purchase securities on margin or effect short sales, except that the Fund
may: (i) obtain short-term credits as necessary for the clearance of
security transactions; (ii) provide initial and variation margin in
connection with futures contracts and options on such contracts; (iii) make
short sales "against the box" or in compliance with the SEC's position
regarding the asset segregation requirements imposed by Section 18 of the
1940 Act.
7. Pledge, mortgage or hypothecate assets, except to secure temporary
borrowings permitted by the Fund's fundamental limitation on permitted
borrowings.
8. Invest its assets in securities of any investment company, except: (i) by
purchase in the open market involving only customary brokers' commissions;
(ii) in connection with mergers, acquisitions of assets or consolidations;
or (iii) as otherwise permitted by the 1940 Act.
The foregoing percentages (except for the limitation on illiquid securities)
will apply at the time of the purchase of a security and shall not be considered
violated unless an excess occurs or exists immediately after and as a result of
a purchase of such security.
THE ADVISOR
The Trust and ABN-AMRO Asset Management (USA) Inc., formerly LaSalle Street
Capital Management, Ltd., 208 South LaSalle Street, Chicago, Illinois 60604 (the
"Advisor"), have entered into an advisory agreement (the "Advisory Agreement").
The Advisory Agreement provides that the Advisor shall not be protected against
any liability to the Trust or its Shareholders by reason of willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard of its obligations or duties thereunder.
The Advisory Agreement provides that if, for any fiscal year, the ratio of
expenses of any Fund (including amounts payable to the Advisor but excluding
interest, taxes, brokerage, litigation, and other extraordinary expenses)
exceeds limitations established by the State of California, the Advisor will
bear the amount of such excess.
The continuance of the Advisory Agreement, after the first two years, must be
specifically approved at least annually (i) by the vote of the Trustees, and
(ii) by the vote of a majority of the Trustees who are not parties to the
Agreement or "interested persons" of any party thereto, cast in person at a
meeting called for the purpose of voting on such approval. The Advisory
Agreement will terminate automatically in the event of its assignment, and is
terminable at any time without penalty by the Trustees of the Trust or, with
respect to the Funds by a majority of the outstanding
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<PAGE>
shares of the Funds, on not less than 30 days' nor more than 60 days' written
notice to the Advisor, or by the Advisor on 90 days' written notice to the
Trust.
THE ADMINISTRATOR
The Trust and SEI Fund Resources (the "Administrator"), a wholly-owned
subsidiary of SEI Investments Company ("SEI Investments") have entered into an
administration agreement (the "Administration Agreement"). The Administration
Agreement provides that the Administrator shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Trust in connection
with the matters to which the Administration Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
the Administrator in the performance of its duties or from reckless disregard by
it of its duties and obligations thereunder.
The Administrator, a Delaware business trust, has its principal business offices
at Oaks, Pennsylvania 19456. SEI Investments Management Corporation ("SIMC"), a
wholly-owned subsidiary of SEI Investments, is the owner of all beneficial
interest in the Administrator. SEI Investments and its subsidiaries and
affiliates, including the Administrator, are leading providers of funds
evaluation services, trust accounting systems, and brokerage and information
services to financial institutions, institutional investors, and money managers.
The Administrator and its affiliates also serve as administrator or sub-
administrator to the following other mutual funds: The Achievement Funds Trust,
The Advisors' Inner Circle Fund, The Arbor Fund, ARK Funds, Bishop Street Funds,
Boston 1784 Funds(R), CoreFunds, Inc., CrestFunds, Inc., CUFUND, The Expedition
Funds, FMB Funds, Inc., First American Funds, Inc., First American Investment
Funds, Inc., First American Strategy Funds, Inc., HighMark Funds, Marquis
Funds(R), Monitor Funds, Morgan Grenfell Investment Trust, The PBHG Funds, Inc.,
PBHG Insurance Series Fund Inc., The Pillar Funds, Profit Funds Investment
Trust, Santa Barbara Group of Mutual Funds, Inc., SEI Asset Allocation Trust,
SEI Daily Income Trust, SEI Index Funds, SEI Institutional Investments Trust,
SEI Institutional Managed Trust, SEI International Trust, SEI Liquid Asset
Trust, SEI Tax Exempt Trust, STI Classic Funds, STI Classic Variable Trust, and
TIP Funds.
THE DISTRIBUTOR
Rembrandt(R) Financial Services Company, Oaks, Pennsylvania 19456 (the
"Distributor"), a wholly-owned subsidiary of SEI Financial Services Company
("SFS"), and the Trust are parties to a distribution agreement (the
"Distribution Agreement"). Unless otherwise terminated as provided therein, the
Distribution Agreement is renewable annually. Notwithstanding the foregoing,
the Distribution Agreement shall be reviewed and ratified at least annually (i)
by the Trustees or by the vote of a majority of the outstanding shares of the
Trust, and (ii) by the vote of a majority of the Trustees of the Trust who are
not parties to the Distribution Agreement or
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<PAGE>
"interested persons" (as defined in the 1940 Act) of any party to the
Distribution Agreement, cast in person at a meeting called for the purpose of
voting on such approval. The Distribution Agreement will terminate in the event
of any assignment, as defined in the 1940 Act, and is terminable with respect to
the Fund on not less than 60 days' notice by the Trustees, by vote of a majority
of the outstanding shares of the Fund or by the Distributor.
TRUSTEES AND OFFICERS OF THE TRUST
The management and affairs of the Trust are supervised by the Trustees under the
laws governing business trusts in the Commonwealth of Massachusetts. The
Trustees and executive officers of the Trust and their principal occupations for
the last five years are set forth below.
ARNOLD F. BROOKSTONE (4/8/30) -- Trustee and Chairman -- 150 N. Michigan Avenue,
Chicago, Illinois 60601. Retired. Executive Vice President, Chief Financial
Officer and Planning Officer of Stone Container Corporation, 1991-1995. Senior
Vice President, Chief Financial Officer and Planning Officer of Stone Container
Corporation since 1981. Prior thereto, Mr. Brookstone held various other
executive positions with Stone Container Corporation since 1973.
WILLIAM T. SIMPSON (7/26/27) -- Trustee -- 1318 Navajo Court, Louisville,
Kentucky. Consultant, PNC Bank of Kentucky (formerly Citizens Fidelity Bank and
Trust company) (a state chartered bank) since 1992. Senior Vice President, PNC
Bank of Kentucky 1973-1992.
ROBERT A. NESHER (8/17/46) -- Trustee* -- 8 South Street, P.O. Box 89,
Kennebunkport, Maine 04046-0089. status. Currently performs various services
on behalf of SEI for which Mr. Nesher is compensated. Director, Executive Vice
President of SEI, 1986-1994. Director and Executive Vice President of the
Administrator and Distributor, 1981-1994.
DAVID G. LEE (4/16/52) -- President and Chief Executive Officer -- Senior Vice
President of the Administrator and Distributor since 1993. Vice President of
the Administrator and Distributor 1991-1993. President, GW Sierra Trust Funds
before 1991.
RICHARD W. GRANT (10/25/45) -- Secretary -- 2000 One Logan Square, Philadelphia,
Pennsylvania 19103, Partner of Morgan, Lewis & Bockius LLP (law firm), Counsel
to SEI, the Trust, the Administrator and Distributor.
JIM VOLK (8/28/62) -- Controller, Chief Financial Officer -- Director of
Investment Accounting Operations of SEI, the Administrator and Distribution
since 1996. Assistant Chief Accountant, Securities and Exchange Commission,
Division of Investment Management, 1993 to 1996. Senior Manager, Coopers &
Lybrand, 1985-1993.
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<PAGE>
SANDRA K. ORLOW (10/18/53) -- Vice President, Assistant Secretary -- Vice
President and Assistant Secretary of SEI and the Administrator and Distributor
since 1983.
TODD CIPPERMAN (2/14/66) - Vice President and Assistant Secretary - Vice
President and Assistant Secretary of SEI, the Administrator and Distributor
since May, 1995, Associate, Dewey Ballantine (law firm) 1994-1995, Associate,
Winston & Strawn (law firm) 1991-1995.
KATHRYN L. STANTON (11/19/58) -- Vice President, Assistant Secretary -- Vice
President, Assistant Secretary of SEI, the Administrator and Distributor since
1994. Associate, Morgan, Lewis & Bockius LLP (law firm), 1989-1994.
KEVIN P. ROBINS (4/15/61) -- Vice President, Assistant Secretary -- Senior Vice
President and General Counsel of SEI, the Administrator and Distributor since
1994. Vice President and Assistant Secretary of SEI, the Administrator and
Distributor since 1992. Associate, Morgan, Lewis & Bockius LLP (law firm),
1988-1992.
BARBARA A. NUGENT (6/18/56) -Vice President, Assistant Secretary -Vice President
and Assistant Secretary of SEI, the Administrator and Distributor; Associate,
Drinker Biddle & Reath (law firm), 1994-1996; Assistant Vice
President/Administration, Delaware Service Company, Inc., 1981-1994.
MARC H. CAHN (6/19/57) -Vice President, Assistant Secretary -Vice President and
Assistant Secretary of SEI, the Administrator and Distributor; Associate General
Counsel, Barclays Bank PLC, 1995-1996; Counsel for First Fidelity Bancorporation
prior to 1995.
JOHN H. GRADY, JR. (6/1/61) -Assistant Secretary -1800 M Street, N.W.
Washington, DC 20036. Partner, Morgan, Lewis & Bockius LLP (law firm) since
1995; Associate, Morgan, Lewis & Bockius LLP, 1993-1995; Associate, Ropes & Gray
(law firm), 1988-1993.
- ---------------------
*Mr. Nesher is a Trustee who may be deemed to be an "interested person" of the
Trust as the term is defined in the 1940 Act.
The Trustees and officers of the Trust own less than 1% of the outstanding
shares of the Trust. The Trust pays the fees for unaffiliated Trustees.
Compensation of officers and affiliated Trustees of the Trust is paid by the
Administrator.
For the fiscal year ended December 31, 1996, the Trustees received the following
compensation:
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<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Total Compensation
Aggregate Pension or from Registrant and
Compensation Retirement Estimated Fund Complex Paid
From Registrant Benefits Accrued Annual Benefits to Directors for
Name of Person, for Fiscal Year as Part of Fund Upon Fiscal Year Ended
Position Ended 1996 Expenses Retirement 1996
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Arnold F. Brookstone, $14,000 N/A N/A $14,000 for service
Trustee on one board
- ---------------------------------------------------------------------------------------------------------
William T. Simpson, $14,000 N/A N/A $14,000 for service
Trustee on one board
- ---------------------------------------------------------------------------------------------------------
Robert A. Nesher,* $ 0 N/A N/A $0 for service on
Trustee one board
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
</TABLE>
_______________
*Mr. Nesher is a Trustee who may be deemed an "interested person" of the Trust
as the term is defined in the 1940 Act.
COMPUTATION OF YIELD
The Fund may advertise a 30-day yield figure. These figures will be based on
historical earnings and are not intended to indicate future performance. The
yield of the Fund refers to the annualized income generated by an investment in
the Fund over a specified 30-day period. The yield is calculated by assuming
that the income generated by the investment during that 30-day period is
generated over one year and is shown as a percentage of the investment.
CALCULATION OF TOTAL RETURN
From time to time, the Fund may advertise total return. The total return of the
Fund refers to the average compounded rate of return to a hypothetical
investment for designated time periods (including but not limited to, the period
from which the Fund commenced operations through the specified date), assuming
that the entire investment is redeemed at the end of each period. In
particular, total return will be calculated according to the following formula:
P (1 + T)/n/ = ERV, where P = a hypothetical initial payment of $1,000; T =
average annual total return; n = number of years; and ERV = ending redeemable
value of a hypothetical $1,000 payment made at the beginning of the designated
time period as of the end of such period.
PURCHASE AND REDEMPTION OF SHARES
It is currently the Trust's policy to pay for all redemptions in cash. The Trust
retains the right, however, to alter this policy to provide for redemptions in
whole or in part by a distribution in-kind of securities held by the Fund in
lieu of cash. Shareholders may incur brokerage charges
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on the sale of any such securities so received in payment of redemptions.
However, a Share holder will at all times be entitled to aggregate cash
redemptions from all Funds of the Trust during any 90-day period of up to the
lesser of $250,000 or 1% of the Trust's net assets.
The Trust reserves the right to suspend the right of redemption and/or to
postpone the date of payment upon redemption for any period on which trading on
the New York Stock Exchange is restricted, or during the existence of an
emergency (as determined by the SEC by rule or regulation) as a result of
disposal or valuation of the Fund's securities is not reasonably practicable, or
for such other periods as the SEC has by order permitted. The Trust also
reserves the right to suspend sales of shares of the Fund for any period during
which the New York Stock Exchange, the Advisor, the Administrator and/or the
Custodian are not open for business. Currently, the following holidays are
observed by the Trust: New Year's Day, Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day.
DETERMINATION OF NET ASSET VALUE
The net asset value per share of the Fund is calculated by adding the value of
securities and other assets, subtracting liabilities and dividing by the total
number of outstanding shares.
The securities of the Fund are valued by the Administrator pursuant to
valuations provided by an independent pricing service. The pricing service
relies primarily on prices of actual market transactions as well as trader
quotations. However, the service may also use a matrix system to determine
valuations of fixed income securities, which system considers such factors as
security prices, yields, maturities, call features, ratings and developments
relating to specific securities in arriving at valuations. The procedures of
the pricing service and its valuations are reviewed by the officers of the Trust
under the general supervision of the Trustees.
TAXES
The following is only a summary of certain income tax considerations generally
affecting the Fund and its Shareholders, and is not intended as a substitute for
careful tax planning. Shareholders are urged to consult their tax advisers with
specific reference to their own tax situations, including their state and local
income tax liabilities.
Federal Income Tax
This discussion of Federal income tax consequences is based on the Internal
Revenue Code of 1986, as amended (the "Code"), and the regulations issued
thereunder, in effect on the date of this Statement of Additional Information.
New legislation, as well as administrative changes or
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<PAGE>
court decisions, may change the conclusions expressed herein, and may have a
retroactive effect with respect to the transactions contemplated herein.
The Fund intends to qualify as a "regulated investment company" ("RIC") as
defined under Subchapter M of the Code.
In order to qualify for treatment as a RIC under the Code, the Fund must
distribute annually to its Shareholders at least the sum of 90% of its net
investment income excludable from gross income plus 90% of its investment
company taxable income (generally, net investment income plus net short-term
capital gain) (the "Distribution Requirement") and also must meet several
additional requirements. Among these requirements are the following: (a) at
least 90% of the Fund's gross income each taxable year must be derived from
dividends, interest, payments with respect to securities loans, and gains from
the sale or other disposition of stock or securities, or certain other income;
(b) the Fund must derive less than 30% of its gross income each taxable year
from the sale or other disposition of stocks, securities, options, futures or
forward contracts, or foreign currencies (or options, futures or forward
contracts on foreign currencies) that are not directly related to the Fund's
business of investing in stock or securities, held for less than three months;
and (c) diversify its holdings so that; (i) at the close of each quarter of the
Fund's taxable year, at least 50% of the value of its total assets must be
represented by cash and cash items, U.S. Government securities, securities of
other RICs and other securities, with such other securities limited, in respect
to any one issuer, to an amount that does not exceed 5% of the value of the
Fund's assets and that does not represent more than 10% of the outstanding
voting securities of such issuer; and (ii) at the close of each quarter of the
Fund's taxable year, not more than 25% of the value of its assets may be
invested in securities (other than U.S. Government securities or the securities
of other RICs) of any one issuer or of two or more issuers which are engaged in
the same, similar or related trades or businesses if the Fund owns at least 20%
of the voting power of such issuers. Requirement (b) no longer applies for tax
years beginning after August 5, 1997.
Notwithstanding the Distribution Requirement described above, which only
requires the Fund to distribute at least 90% of its annual investment company
taxable income and does not require any minimum distribution of net capital gain
(the excess of net long-term capital gain over net short-term capital loss), the
Fund will be subject to a nondeductible 4% excise tax to the extent it fails to
distribute by the end of any calendar year 98% of its ordinary income for that
year and 98% of its capital gain net income for the one-year period ending on
October 31 of that year, plus certain other amounts. The Fund intends to make
sufficient distributions to avoid liability for the 4% federal excise tax.
Any gain or loss recognized on a sale or redemption of shares of the Fund by a
Shareholder who is not a dealer in securities will generally be treated as long-
term capital gain or loss if the shares have been held for more than eighteen
months, mid-term if the shares have been held for over one year but not for over
eighteen months, and short-term if for a year or less. If shares on which a net
capital gain distribution has been received are subsequently sold or redeemed,
and such
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<PAGE>
shares have been held for six months or less, any loss recognized by a
shareholder will be treated as long-term capital loss to the extent of the
long-term capital gain distributions.
If for any taxable year the Fund does not qualify as a RIC, all of its taxable
income will be subject to tax at regular corporate rates without any deduction
for distributions to shareholders. In such case, distributions (including
capital gains distributions) will be taxable as ordinary dividends to the extent
of the Fund's current and accumulated earnings and profits. Such distributions
generally will be eligible for the dividends-received deduction in the case of
corporate shareholders.
The Fund may sell securities short "against the box." Under certain
circumstances, these transactions may be treated as constructive sales,
resulting in the recognition of gain to the Fund.
State Taxes
The Fund is not liable for any income or franchise tax in Massachusetts if it
qualifies as a RIC for federal income tax purposes. Distributions by the Fund
to Shareholders and the ownership of shares may be subject to state and local
taxes. Shareholders should verify their state and local tax liability with
their tax advisors.
Foreign Taxes
Dividends and interest received by the Fund may be subject to income,
withholding or other taxes imposed by foreign countries and U.S. possessions
that would reduce the yield on the Fund's securities. Tax conventions between
certain countries and the United States may reduce or eliminate these taxes.
Foreign countries generally do not impose taxes on capital gains with respect to
investments by foreign investors. If the Fund meets the Distribution
Requirement and if more than 50% of the value of the Fund's total assets at the
close of its taxable year consists of stock or securities of foreign
corporations, the Fund will be eligible to file an election with the Internal
Revenue Service that will enable shareholders, in effect, to receive the benefit
of the foreign tax credit with respect to any foreign and U.S. possessions
income taxes paid by the Fund. The Fund does not expect to be able to meet the
requirements to make such election.
PORTFOLIO TRANSACTIONS
The Trust has no obligation to deal with any dealer or group of dealers in
the execution of transactions in portfolio securities. Subject to policies
established by the Trustees, the Advisor is responsible for placing the orders
to execute transactions for the Fund. In placing orders, it is the policy of
the Trust to seek to obtain the best net results taking into account such
factors as price (including the applicable dealer spread), the size, type and
difficulty of the transaction involved, the firm's general execution and
operational facilities, and the firm's risk in positioning the
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securities involved. While the Advisor generally seeks reasonably competitive
spreads or commissions, the Trust will not necessarily be paying the lowest
spread or commission available.
The money market securities in which the Fund invests are traded primarily in
the over-the-counter market. Bonds and debentures are usually traded over-
the-counter, but may be traded on an exchange. Where possible, the Advisor will
deal directly with the dealers who make a market in the securities involved
except in those circumstances where better prices and execution are available
elsewhere. Such dealers usually are acting as principal for their own account.
On occasion, securities may be purchased directly from the issuer. Money market
securities are generally traded on a net basis and do not normally involve
either brokerage commissions or transfer taxes. The cost of executing portfolio
securities transactions of the Trust will primarily consist of dealer spreads
and underwriting commissions.
TRADING PRACTICES AND BROKERAGE
The Advisor select brokers or dealers to execute transactions for the purchase
or sale of portfolio securities on the basis of their judgment of the
professional capability of the brokers or dealers to provide the service. The
primary consideration is to have brokers or dealers execute transactions at best
price and execution. Best price and execution refer to many factors, including
the price paid or received for a security, the commission charged, the
promptness and reliability of execution, the confidentiality and placement
accorded the order and other factors affecting the overall benefit obtained by
the account on the transaction. The Trust's determination of what are
reasonably competitive rates is based upon the professional knowledge of its
trading department as to rates paid and charged for similar transactions
throughout the securities industry. In some instances, the Trust pays a minimal
share transaction cost when the transaction presents no difficulty. Some trades
are made on a net basis where the Trust either buys securities directly from the
dealer or sells them to the dealer. In these instances, there is no direct
commission charged but there is a spread (the difference between the buy and
sell price) which is the equivalent of a commission.
The Trust may allocate out of all commission business generated by all of the
Trust's separate funds and any other accounts under management by the Advisor,
brokerage business to brokers or dealers who provide brokerage and research
services. These research services include advice, either directly or through
publications or writings, as to the value of securities, the advisability of
investing in, purchasing or selling securities, and the availability of
securities or purchasers or sellers of securities; furnishing of analyses and
reports concerning issuers, securities or industries; providing information on
economic factors and trends; assisting in determining portfolio strategy;
providing computer software used in security analyses; and providing portfolio
performance evaluation and technical market analyses. Such services are used by
the Advisor in connection with their investment decision-making process with
respect to one or more funds and accounts managed by them, and may not be used
exclusively with respect to the fund or account generating the brokerage.
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<PAGE>
As provided in the Securities Exchange Act of 1934 (the "1934 Act"), higher
commissions may be paid to broker-dealers who provide brokerage and research
services than to broker-dealers who do not provide such services if such higher
commissions are deemed reasonable in relation to the value of the brokerage and
research services provided. Although transactions are directed to broker-
dealers who provide such brokerage and research services, the Trust believes
that the commissions paid to such broker-dealers are not, in general, higher
than commissions that would be paid to broker-dealers not providing such
services and that such commissions are reasonable in relation to the value of
the brokerage and research services provided. In addition, portfolio
transactions which generate commissions or their equivalent are directed to
broker-dealers who provide daily portfolio pricing services to the Trust.
Subject to best price and execution, commissions used for pricing may or may not
be generated by the funds receiving the pricing service.
The Advisor may place a combined order for two or more accounts or separate
funds engaged in the purchase or sale of the same security if, in their
judgment, joint execution is in the best interest of each participant and will
result in best price and execution. Transactions involving commingled orders
are allocated in a manner deemed equitable to each account or fund. It is
believed that the ability of the accounts to participate in volume transactions
will generally be beneficial to the accounts and funds. Although it is
recognized that, in some cases, the joint execution of orders could adversely
affect the price or volume of the security that a particular account or fund may
obtain, it is the opinion of the Advisor and the Trust's Board of Trustees that
the advantages of combined orders outweigh the possible disadvantages of
separate transactions.
Consistent with the Conduct Rules of the National Association of Securities
Dealers, Inc., and subject to seeking best price and execution, the Fund may
place orders with broker-dealers which have agreed to defray certain Trust
expenses such as custodian fees, and may, at the request of the Distributor,
give consideration to sales of shares of the Trust as a factor in the selection
of brokers and dealers to execute Trust portfolio transactions.
It is expected that the Trust may execute brokerage or other agency transactions
through the Distributor or an affiliate of the Advisor or , which is a
registered broker-dealer, for commissions in conformity with the 1940 Act, the
1934 Act and rules promulgated by the SEC. Under these provisions, the
Distributor or an affiliate of the Advisor or is permitted to receive and
retain compensation for effecting portfolio transactions for the Trust on an
exchange. These rules further require that commissions paid to the Distributor
by the Trust for exchange transactions not exceed "usual and customary"
brokerage commissions. The rules define "usual and customary" commissions to
include amounts which are "reasonable and fair compared to the commission, fee
or other remuneration received or to be received by other brokers in connection
with comparable transactions involving similar securities being purchased or
sold on a securities exchange during a comparable period of time." In addition,
the Trust may direct commission business to one or more designated broker-
dealers in connection with such broker-dealers' provision of services to the
Trust or payment of certain Trust expenses (e.g., custody, pricing and
----
professional fees). The Trustees, including those who are not "interested
persons" of the Trust,
-23-
<PAGE>
have adopted procedures for evaluating the reasonableness of commissions paid to
the Distributor and will review these procedures periodically.
The broker-dealers who execute transactions on behalf of the Fund and who are
affiliates of the Fund's Advisor are brokers in the ABN AMRO International
brokerage network. In addition, the Fund execute brokerage trades through SEI
Financial Services Company, an affiliate of the Administrator and Distributor.
A portfolio turnover rate would exceed 100% if all of its securities, exclusive
of U.S. Government securities and other securities whose maturities at the time
of acquisition are one year or less are replaced in the period of one year.
Turnover rates may vary from year to year and may be affected by cash
requirements for redemptions and by requirements which enable the Fund to
receive favorable tax treatment.
DESCRIPTION OF SHARES
The Declaration of Trust authorizes the issuance of an unlimited number of
shares of the Fund each of which represents an equal proportionate interest in
that Fund with each other share. Shares are entitled upon liquidation to a pro
---
rata share in the net assets of the Fund. Shareholders have no preemptive
- ----
rights. The Declaration of Trust provides that the Trustees of the Trust may
create additional series of shares. All consideration received by the Trust for
shares of any additional series and all assets in which such consideration is
invested would belong to that series and would be subject to the liabilities
related thereto. Share certificates representing shares will not be issued.
SHAREHOLDER LIABILITY
The Trust is an entity of the type commonly known as a "Massachusetts business
trust." Under Massachusetts law, shareholders of such a trust, under certain
circumstances, could be held personally liable as partners for the obligations
of the Trust. Even if, however, the Trust were held to be a partnership, the
possibility of the Shareholders' incurring financial loss for that reason
appears remote because the Trust's Declaration of Trust contains an express
disclaimer of Shareholder liability for obligations of the Trust and requires
that notice of such disclaimer be given in each agreement, obligation or
instrument entered into or executed by or on behalf of the Trust or the
Trustees, and because the Declaration of Trust provides for indemnification out
of the Trust property for any Shareholder held personally liable for the
obligations of the Trust.
-24-
<PAGE>
LIMITATION OF TRUSTEES' LIABILITY
The Declaration of Trust provides that a Trustee shall be liable only for his
own willful defaults and, if reasonable care has been exercised in the selection
of officers, agents, employees or investment advisers, shall not be liable for
any neglect or wrongdoing of any such person. The Declaration of Trust also
provides that the Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with actual or threatened
litigation in which they may be involved because of their offices with the Trust
unless it is determined in the manner provided in the Declaration of Trust that
they have not acted in good faith in the reasonable belief that their actions
were in the best interests of the Trust. However, nothing in the Declaration of
Trust shall protect or indemnify a Trustee against any liability for his willful
misfeasance, bad faith, gross negligence or reckless disregard of his duties.
-25-
<PAGE>
APPENDIX
Description of Commercial Paper Ratings
The following descriptions of commercial paper ratings have been published by
Standard & Poor's Corporation ("S&P"), Moody's Investors Service, Inc.
("Moody's"), Fitch Investors Service, Inc. ("Fitch"), Duff & Phelps, Inc.
("Duff") and IBCA Limited and IBCA, Inc. (together, "IBCA").
Commercial paper rated A by S&P is regarded by S&P as having the greatest
capacity for timely payment. Issues rated A are further refined by use of the
numbers 1, 1+ and 2, to indicate the relative degree of safety. Issues rated
A-1+ are those with "extremely strong safety characteristics." Those rated
A-1, the highest rating category, reflect a "satisfactory" degree of safety
regarding timely payment. Those rated A-2, the second highest rating category,
reflect a safety regarding timely payment but not as high as A-1.
Commercial paper issues rated Prime-1 or Prime-2 by Moody's are judged by
Moody's to be of "superior" quality and "strong" quality respectively on the
basis of relative repayment capacity.
The rating F-1+ (Exceptionally Strong) is the highest commercial paper rating
assigned by Fitch. Paper rated Fitch. Paper rated Fitch-1+ is regarded as having
the strongest degree of assurance for timely payment. Paper rated F-1 (Very
Strong) reflects an assurance of timely payment only slightly less in degree
than paper rated F-1+ the strongest issues.
The rating Duff-1 is the highest commercial paper rating assigned by Duff. Paper
rated Duff-1 is regarded as having very high certainty of timely payment with
excellent liquidity factors which are supported by good fundamental protection
factors. Risk factors are minor. Duff has incorporated gradations of 1+ and 1-
to assist investors in recognizing quality differences within this highest tier.
Paper rated Duff-1+ has the highest certainty of timely payment, with
outstanding short-term liquidity and safety just below risk-free U.S. Treasury
short-term obligations. Paper rated Duff-1- has high certainty of timely payment
with strong liquidity factors which are supported by good fundamental
protection factors. Risk factors are very small. Paper rated Duff-2 is regarded
as having good certainty of timely payment, good access to capital markets
(although ongoing funding may enlarge total financing requirements) and sound
liquidity factors and company fundamentals. Risk factors are small.
The designation A1, the highest rating category established by IBCA indicates
that the obligation is supported by a very strong capacity for timely repayment.
Those obligations rated A1+ are supported by the highest capacity for timely
repayment. Obligations rated A2, the second highest rating category, are
supported by a satisfactory capacity for timely repayment, although such
capacity may be susceptible to adverse changes in business, economic or
financial conditions.
<PAGE>
Description of Corporate Bond Ratings
The following descriptions of corporate bond ratings have been published by S&P,
Moody's, Fitch, Duff and IBCA.
Bonds rated AAA have the highest rating S&P assigns to a debt obligation. Such a
rating indicates an extremely strong capacity to pay principal and interest.
Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay
principal and interest is very strong, and differs from AAA issues only in small
degree. Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.
Bonds which are rated BBB are considered as medium-grade obligations (i.e., they
are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Bonds which are rated Aaa by Moody's are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged". Interest payments are protected by a large, or an exceptionally
stable, margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues. Bonds rated Aa by
Moody's are judged by Moody's to be of high quality by all standards. Together
with bonds rated Aaa, they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risk appear somewhat larger than in Aaa securities.
Bonds which are rated A possess many favorable investment attributes and are to
be considered as upper-medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment some time in the future.
Debt rated Baa is regarded as having an adequate capacity to pay interest and
repay principal. Whereas it normally exhibits adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay interest and repay principal for debt in this
category than in higher rated categories.
Bonds rated AAA by Fitch are judged by Fitch to be strictly high grade, broadly
marketable, suitable for investment by trustees and fiduciary institutions
liable to but slight market fluctuation other than through changes in the money
rate. The prime feature of an AAA bond is a showing of earnings several times
or many times interest requirements, with such stability of
A-2
<PAGE>
applicable earnings that safety is beyond reasonable question whatever changes
occur in conditions. Bonds rated AA by Fitch are judged by Fitch to be of
safety virtually beyond question and are readily salable, whose merits are not
unlike those of the AAA class, but whose margin of safety is less strikingly
broad. The issue may be the obligation of a small company, strongly secured but
influenced as to rating by the lesser financial power of the enterprise and more
local type market. Fitch uses plus and minus signs to indicate the relative
position of a credit within the AA rating category. Bonds rated AAA by Fitch
are considered to be investment grade and of the highest credit quality. The
obligor has an exceptionally strong ability to pay interest and repay principal,
which is unlikely to be affected by reasonably foreseeable events. Bonds rated
AA by Fitch are considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is very
strong, although not quite as strong as bonds rated AAA. Because bonds rated in
the AAA and AA categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated F-1+.
Fitch uses plus and minus signs to indicate the relative position of a credit
within the AA rating category. Bonds rated AAA by Fitch are considered to be
investment grade and of the highest credit quality. The obligor has an
exceptionally strong ability to pay interest and repay principal, which is
unlikely to be affected by reasonably foreseeable events. Bonds rated AA by
Fitch are considered to be investment grade of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.
Bonds rated Duff-1 are judged by Duff to be of the highest credit quality with
negligible risk factors; only slightly more than for risk-free U.S. Treasury
debt. Bonds rated AA by Duff are judged to be of high credit quality.
Protection factors are strong. Risk is modest but may vary slightly from time
to time because of economic conditions.
Obligations rated AAA by IBCA have the lowest expectation of investment risk.
Capacity for timely repayment of principal and interest is substantial, such
that adverse changes in business, economic or financial conditions are unlikely
to increase investment risk significantly. Obligations for which there is a
very low expectation of investment risk are rated AA by IBCA. Capacity for
timely repayment of principal and interest is substantial. Adverse changes in
business, economic or financial conditions may increase investment risk albeit
not very significantly.
A-3
<PAGE>
REMBRANDT FUNDS(R)
PART C: OTHER INFORMATION
POST EFFECTIVE AMENDMENT NO. 12
Item 24. Financial Statements and Exhibits:
(a) Financial Statements
Part A--Prospectus: N/A
Part B--Statement of Additional Information: N/A
(b) Additional Exhibits
1 Agreement and Declaration of Trust and Amendment thereto as originally
filed as Exhibit 1 to Registrant's initial Registration Statement on
October 2, 1992 and incorporated by reference to Exhibit 1 Post-
Effective Amendment No. 11, filed April 29, 1997.
1(a) Amendment dated October 20, 1992 to Registrant's Agreement and
Declaration of Trust as originally filed as Exhibit 1(b) with
Registrant's Pre-Effective Amendment No. 1 filed on December 3, 1992
and incorporated by reference to Exhibit 1(a) Post-Effective Amendment
No. 11, filed April 29, 1997.
2 Registrant's By-Laws as originally filed as Exhibit 2 with
Registrant's initial Registration Statement on October 2, 1992 and
incorporated by reference to Exhibit 2 Post-Effective Amendment No.
11, filed April 29, 1997.
3 Not applicable.
4 Not applicable.
5 Investment Advisory Agreement with LaSalle Street Capital Management,
Ltd. as originally filed as Exhibit 5(b) with Registrant's initial
Registration Statement on October 2, 1992 and incorporated by
reference to Exhibit 5 Post-Effective Amendment No. 11, filed April
29, 1997.
5(a) Investment Sub-Advisory Agreement between LaSalle Street Capital
Management Ltd., on behalf of the Registrant, and ABN AMRO-NSM
International Funds Management B.V. as originally filed as Exhibit
5(c) with Registrant's Pre-Effective Amendment No. 1 and incorporated
by reference to Exhibit 5(a) Post-Effective Amendment No. 11, filed
April 29, 1997.
6 Distribution Agreement as originally filed as Exhibit 6 with
Registrant's Pre-Effective Amendment No. 1 and incorporated by
reference to Exhibit 6 Post-Effective Amendment No. 11, filed April
29, 1997.
7 Not applicable.
8 Custodian Agreement as originally filed as Exhibit 8(a) with
Registrant's Pre-Effective Amendment No. 1 and incorporated by
reference to Exhibit 8 Post-Effective Amendment No. 11, filed April
29, 1997.
8(a) Sub-Custodian Agreement between CoreStates Bank, N.A. and Barclays
Bank PLC incorporated herein by reference to Exhibit 8(a)(1) to Post-
Effective Amendment No. 6 to Registrant's Registration Statement on
Form N-1A (File No. 33-52784), filed with the Securities and Exchange
Commission on January 13, 1995.
8(b) Form of Transfer Agency Agreement between the Registrant and
Supervised Service Company incorporated herein by reference to Exhibit
8(c) to Post-Effective Amendment No. 4 to Registrant's Registration
Statement on Form N-1A (File No. 33-52784) filed with the Securities
and Exchange Commission on April 1, 1994.
8(c) Sub-Custodian Agreement between MORGAN STANLEY TRUST COMPANY and
CORESTATES BANK, N.A. dated May 14, 1996, filed herewith.
9 Administration Agreement as originally filed as Exhibit 5(a) with
Registrant's Pre-Effective Amendment No. 1 filed on December 3, 1992
and incorporated by reference to Exhibit 9 Post-Effective Amendment
No. 11, filed April 29, 1997.
9(a) Consent to Assignment and Assumption (of the Administration Agreement)
and filed herewith.
9(b) Shareholder Service Plan and Agreement between Rembrandt Funds and
Rembrandt Financial Services Company dated August 4, 1997, filed
herewith.
-4-
<PAGE>
10 Opinion and Consent of Counsel as originally filed as Exhibit 10 with
Registrant's Post-Effective Amendment No. 2 and incorporated by
reference to Exhibit 10 Post-Effective Amendment No. 11, filed April
29, 1997.
11 Not applicable.
12 Not applicable.
13 Not applicable.
14 Not applicable.
15 Distribution Plan - Investor Class as originally filed as Exhibit 15
with Registrant's Pre-Effective Amendment No. 1 and incorporated by
reference to Exhibit 15 Post-Effective Amendment No. 11, filed April
29, 1997.
16 Performance Quotation Computation
18 Rule 18f-3 Plan as originally filed as Exhibit 18 with Registrant's
Post-Effective Amendment No. 8 and incorporated by reference to
Exhibit 18 Post-Effective Amendment No. 11, filed April 29, 1997.
24 Power of Attorney, filed herewith.
27 Financial Data Schedules - N/A
Item 25. Persons Controlled by or under Common Control with Registrant:
See the Prospectuses and the Statement of Additional Information regarding
the Trust's control relationships. The Administrator is a subsidiary of SEI
Corporation, which also controls other corporations engaged in providing various
financial and record keeping services, primarily to bank trust departments,
pension plan sponsors, and investment managers.
Item 26. Number of Holders of Securities:
As of September 17, 1997
Number of
Title of Class Record Holders
-------------- --------------
Units of beneficial interest, without par value -
COMMON SHARES
Value Fund........................................... 8
Growth Fund.......................................... 8
Small Cap Fund....................................... 5
International Equity Fund............................ 7
TransEurope Fund..................................... 0
Asian Tigers Fund.................................... 8
Fixed Income Fund.................................... 7
Intermediate Government Fixed Income Fund............ 4
Tax-Exempt Fixed Income Fund......................... 5
International Fixed Income Fund...................... 6
Limited Volatility Fixed Income Fund................. 0
Money Market Fund.................................... 5
Government Money Market Fund......................... 5
Treasury Money Market Fund........................... 3
-5-
<PAGE>
Number of
Title of Class Record Holders
-------------- --------------
Tax-Exempt Money Market Fund.............................. 2
Balanced Fund............................................. 5
Latin America Equity Fund................................. 11
6
<PAGE>
Number of
Title of Class Record Holders
-------------- --------------
INVESTOR SHARES
Value Fund.....................................................221
Growth Fund....................................................374
Small Cap Fund................................................. 93
International Equity Fund......................................255
TransEurope Fund............................................... 0
Asian Tigers Fund..............................................152
Fixed Income Fund.............................................. 42
Intermediate Government Fixed Income Fund...................... 15
Tax-Exempt Fixed Income Fund................................... 36
International Fixed Income Fund................................ 37
Limited Volatility Fixed Income................................ 1
Money Market Fund.............................................. 97
Government Money Market Fund................................... 13
Treasury Money Market Fund..................................... 6
Tax Exempt Money Market Fund................................... 34
Balanced Fund..................................................355
Item 27. Indemnification:
Article VIII of the Agreement of Declaration of Trust filed as Exhibit 1 to
the Registration Statement is incorporated by reference. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to trustees, directors, officers and controlling persons of the
Registrant by the Registrant pursuant to the Declaration of Trust or otherwise,
the Registrant is aware that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and, therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by trustees, directors, officers or
controlling persons of the Registrant in connection with the successful defense
of any act, suit or proceeding) is asserted by such trustees, directors,
officers or controlling persons in connection with the shares being registered,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issues.
Item 28. Business and Other Connections of Investment Advisor and Investment
Sub-Advisor:
<TABLE>
<CAPTION>
Name and Position Name of Other Connection with
with Investment Advisor Company Other Company
- ----------------------- ------------- ---------------
<S> <C> <C>
Robert T. Brehm ABN AMRO Chicago Corporation Executive Vice President,
Chairman Director
ABN AMRO Asset Management (USA) President, Director
Inc.
Richard A. Frodsham ABN AMRO Chicago Corporation Senior Vice President
President
Chief Executive Officer
Director
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Position Name of Other Connections with
with Investment Advisor Company Other Company
- ----------------------- --------------------- ----------------
John A. Wing ABN AMRO Chicago Corporation Chairman, CEO
Vice Chairman Amerus Life Director
Chicago Board Options Exchange Director
Perry L. Taylor, Jr. ABN AMRO Chicago Corporation Executive Vice President &
Director, Secretary Director
Erikson Institute Trustee
Daniel J. Shannon Catholic Charities Board of Advisors,
Director Board of Directors
Notre Dame National Monogram Club President
Dental Benefit Services of Illinois Vice Chairman
Total Travel, Inc. Director
BioSafe International Director
Charles R. Klimkowski ABN AMRO Chicago Corporation Senior Vice President
Director Director
Theregenics, Inc. Director
Charles H. Self III LaSalle National Bank Senior Vice President & Assistant
Director Secretary
Senior Vice President Government Insurance Managers, Inc. Director
Keith Dibble LaSalle National Bank Senior Vice President & Assistant
Senior Vice President Secretary
Thomas F. McGrath LaSalle National Bank Senior Vice President & Assistant
Senior Vice President Secretary
ABN AMRO Chicago Corporation Senior Vice President
John F. Bonetti LaSalle National Bank Senior Vice President & Assistant
Vice President Secretary
Marc G. Borghans LaSalle National Bank Vice President & Assistant Secretary
Vice President
James J. Baudendistel None
Vice President
Gregory D. Boal LaSalle National Bank Vice President & Assistant Secretary
Vice President
A. Wade Buckles LaSalle National Bank First Vice President & Assistant
First Vice President Secretary
ABN AMRO Chicago Corporation Senior Vice President
Jac A. Cerney LaSalle National Bank Vice President & Assistant Secretary
Senior Vice President
Martin L. Eisenberg ABN AMRO Bank N.V. Vice President
Vice President Netherlands Trading Society East, Inc. Vice President
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Position Name of Other Connections with
with Investment Advisor Company Other Company
- ----------------------- ------------- ----------------
Pine Tree Capital Holdings, Inc. Vice President
AMRO Securities, Inc. Vice President
ABN AMRO North America Finance, Inc. Vice President
DBI Holdings, Inc. Vice President
ABN AMRO North America, Inc. Senior Vice President
ABN AMRO Mortgage Corp. Vice President
ABN AMRO Resource Management, Inc. Vice President
Danic Asset Management Corp. Vice President
National Asset Management Vice President
SFH, Inc. Vice President
ABN AMRO Acceptance Corp. Vice President
ABN AMRO Asset Management (USA) Vice President
Inc.
ABN AMRO Credit Corp. Vice President
ABN AMRO Investment Services, Inc. Vice President
LaSalle Management Company, Inc. Vice President
Cragin Financial Corp. Vice President
Cragin Service Corp. Vice President
Cumberland & Higgins, Inc. Vice President
LaSalle Bank, F.S.B. Vice President
Lease Plan Illinois, Inc. Vice President
LaSalle Financial Services, Inc. Tax Officer
LaSalle Home Mortgage Corporation Tax Officer
LaSalle National Corporation Vice President
ABN AMRO Capital (USA) Inc. Vice President
Lease Plan North America, Inc. Vice President
ABN AMRO Information Technology Vice President
Services Company
Lisle Corporation Vice President
ABN AMRO Services Company, Inc. Vice President
LaSalle Bank Vice President
LaSalle Bank NI Vice President
LaSalle Northwest National Bank Vice President
LaSalle National Bancorp, Inc. Vice President
LaSalle Bank Illinois Vice President
Amsterdam Pacific Corporation Vice President
LaSalle Trade Services Limited Vice President
Heigl Mortgage and Financial Corporation Vice President
CNBC Bancorp, Inc. Vice President
Columbia Financial Services, Inc. Vice President
Columbia National Bank of Chicago Vice President
CNBC Development Corporation Vice President
CNBC Investment Corporation Vice President
CNBC Leasing Corporation Vice President
Sky Mortgage Company Vice President
Sky Finance Company Vice President
CNB Property Corporation Vice President
Union Realty Mortgage Co., Inc. Vice President
Leonard Voila Corporation Vice President
LaSalle National Bank Vice President
Monroe Corporation of Delaware Vice President
</TABLE>
-9-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Position Name of Other Connections with
with Investment Company Other Company
- ----------------- ------------- ----------------
LaSalle National Safe Deposit Corporation Vice President
Rob-Wal Investment Co. Vice President
ENB Realty Co., Inc. Vice President
LaSalle Trade Services Corporation Vice President
LaSalle National Leasing Corporation Vice President
LaSalle Business Credit, Inc. Vice President
European American Bank Vice President
Cityspire Realty Corp. Vice President
EA Debt Corp. Vice President
EA Land Corp. Vice President
EAB Land Company, Inc. Vice President
EAB Mortgage Company, Inc. Vice President
EAB Realty Corp. Vice President
EAB Realty of Florida, Inc. Vice President
EAB Securities, Inc. Vice President
Ashland Properties, Inc. Vice President
Discount Brokers International, Inc. Vice President
Kany Long Island City Corp. Vice President
Cragin Service Development Corp. Vice President
Wasco Funding Corp. Vice President
Island Abodes Corp. Vice President
Lyric Holdings, Inc. Vice President
EAB Credit Corp. Vice President
ORE Realty, Inc. Vice President
Texas Holdings, Inc. Vice President
Twelve Polo Realty Inc. Vice President
Vail at North Salem Inc. Vice President
32A Realty Inc. Vice President
81 Lee Avenue Corp. Vice President
169 East Flagler Corp. Vice President
EAB Plaza, Inc. Vice President
117 Seaman Realty, Inc. Vice President
Garden City Marble Corp. Vice President
Mamaroneck Point Realty, Inc. Vice President
East River 52 Corp. Vice President
Huntington Bay Development Corp. Vice President
Plaza Homes Inc. (Metrofund) Vice President
Tower East 147 Inc. Vice President
LSR Realty Inc. Vice President
Beckman Hospitality Corp. Vice President
Atlantic Avenue Development Corp. Vice President
Bald Hills Park at Farmingville Inc. Vice President
Bennett 143 Corp. Vice President
Birch Locust Valley Corp. Vice President
Broadhollow 532 Melville Corporation Vice President
CK at Manorville Inc. Vice President
Colony at Sayerville, Corp. Vice President
Corners Estates at Hauppauge Inc. Vice President
Corona 114 Apartments Inc. Vice President
Country Knolls at Manorville Inc. Vice President
Cove Townhouses at Southold Inc. Vice President
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Position Name of Other Connection with
with Investment Advisor Company Other Company
- ----------------------- ------------- ---------------
Crystal Domiciles Inc. Vice President
Eastern Shores at Northampton Corp. Vice President
Edison Townhouse Corp. Vice President
Forestwood at North Hills Inc. Vice President
Garden State Convention Center at Vice President
Somerest County, Inc.
Half Acre on 347 at Nesoonset Inc. Vice President
Horse Race Lane at Nissequogue Inc. Vice President
Hunt Club at Middletown Inc. Vice President
Jericho 969 Turnpike Inc. Vice President
Fairfield Avenue Corp. Vice President
Amsterdam Development Corp. Vice President
Brownstone Apts. Inc. Vice President
Central Cedarhurst Corp. Vice President
GSC Land Corp. Vice President
East 91st Street Development Corp. Vice President
East 92nd Street Development Corp. Vice President
LLPA Corporation Vice President
Lake and Pulaski at Greenlawn Inc. Vice President
Lake Front Land Corp. Vice President
Lattingtown Mansion, Inc. Vice President
Long Beach Breeze Corp. Vice President
Lowell Acquisition Corp. Vice President
Ludlow Development Corp. Vice President
MPE at St. James Inc. Vice President
Manor Homes at Aberdeen Corp. Vice President
Maspeth 56-25 58th Street Corp. Vice President
Metro Case Corp. Vice President
Mills Pond Estates at St. James Inc. Vice President
Montauk Hospitality Corp. Vice President
Montauk YC Corp. Vice President
Moreland Hauppauge Corp. Vice President
Nineteenth Street Development Corp. Vice President
North Hills Links Corp. Vice President
Old Country Road at Wyandanch Inc. Vice President
Omni General Realty Corp. Vice President
Omni Realty Corp. Vice President
Orchards at Mt. Sinai Inc. "(The)" Vice President
Parkway Plaza 1400 Corp. Vice President
Plaza Boulevard Equities Corp. Vice President
Plaza Boulevard Properties Corp. Vice President
Plaza Uniondale Equities Corp. Vice President
Plaza Uniondale Properties Corp. Vice President
Remington Ronkonkoma Corp. Vice President
Rendezvous Realty Corp. Vice President
SE at Commack Inc. Vice President
SE at Commack II Inc. Vice President
SE at Commack III Inc. Vice President
SE at Commack IV Inc. Vice President
Scholar Estates at Commack Inc. Vice President
Seaman Shares at Inwood Corp. Vice President
</TABLE>
-11-
<PAGE>
<TABLE>
<CAPTION>
Name and Position Name of Other Connection with
with Investment Advisor Company Other Company
- ----------------------- ------------- ---------------
<S> <C> <C>
Shoreham North Country Corp. Vice President
Showcase Estates at Dix Hills Inc. Vice President
Smith Island at Everett Corp. Vice President
Soho 350 Corp. Vice President
Southampton Settlers Corporation Vice President
Southeast Ridgefield Land Corp. Vice President
Steinway 18-50 Astoria Corp. Vice President
Sterling DTVA Corp. Vice President
TE at Dix Hills Inc. Vice President
TE at Dix Hills II Inc. Vice President
TE at Dix Hills III Inc. Vice President
TO at Mt. Sinai Inc. Vice President
Tara II at Hauppauge Inc. Vice President
Thornwood Estates at Dix Hills Inc. Vice President
Vermilyea 119 Corp. Vice President
Veterans 4320 Bohemia Corp. Vice President
Village 185 Corp. Vice President
W.M. Seaman at Inwood Corp. Vice President
Welcome Center at Manorville Inc. Vice President
West End 700 Inc. Vice President
Westminster Downs at Dix Hills, Inc. Vice President
Westwood Hills at Middletown, Inc. Vice President
Windsor 37th Corp. Vice President
Z161 Corp. Vice President
Z174 Corp. Vice President
Ziegfeld Villas Corp. Vice President
41 East Sunrise Highway Corporation Vice President
55 Commerce, Inc. (Sold to EMI 1/20/92) Vice President
Seventh Street Development Corp. Vice President
Fourteenth Street Development Corp. Vice President
West 51st Street Development Corp. Vice President
West 73rd Street Development Corp. Vice President
Lemark Land in Setauket, Inc. Vice President
Ludlow Street Development Corp. Vice President
Milestone Square Corp. Vice President
Oceanside 35-05 Hampton Road Inc. Vice President
Oceanside 35-39 Hampton Road Inc. Vice President
Sangeo 709 Merrick Road Corp. Vice President
Sherwood Plaza Corp. Vice President
Syosset 240 Jericho, Inc. Vice President
Mark Karstrom LaSalle National Bank Vice President & Assistant Secretary
Vice President
Kathryn L. Martin ABN AMRO Asset Management (USA) Compliance Officer
Vice President Inc.
Ronald C. Scheuer LaSalle National Bank Vice President & Assistant Secretary
Vice President
</TABLE>
-12-
<PAGE>
<TABLE>
<CAPTION>
Name and Position Name of Other Connection with
with Investment Advisor Company Other Company
- ----------------------- ------------- ---------------
<S> <C> <C>
Roger R. Sullivan LaSalle National Bank Vice President & Assistant Secretary
Vice President
Karen Van Cleave LaSalle National Bank Vice President & Assistant Secretary
Vice President
Nancy A. Ellefson LaSalle National Bank Assistant Vice President &
Vice President Assistant Secretary
Mark T. Morgan LaSalle National Bank Assistant Vice President &
Assistant Vice President Assistant Secretary
ABN AMRO Chicago Corporation Vice President
Phillip P. Mierzwa LaSalle National Bank Trust Officer & Assistant Secretary
Assistant Vice President
Susan M. Wiemeler None
Officer
Christine R. Dragon LaSalle National Bank Employee
Officer
</TABLE>
Other business, profession, vocation, or employment of a substantial nature
in which each director or principal officer of the Sub-Advisor is or has been,
at any time during the last two fiscal years, engaged for his own account or in
the capacity of director, officer, employee, partner or trustee are as follows:
ABN AMRO-NSM International Funds Management B.V., a registered investment
advisor, serves as the investment sub-advisor of the Latin America Equity Fund,
International Equity Fund, TransEurope Fund, Asian Tigers Fund and International
Fixed Income Fund.
<TABLE>
<CAPTION>
Name and Position with Name of Other Connection with
Investment Sub-Advisor Company Other Company
- ---------------------- ------------- ----------------
<S> <C> <C>
Hendrik Stienstra ABN AMRO Investment Management B.V. Director
Director ABN AMRO Beheer Beleggingsfondsen B.V. Director
B.V. Hollandsche Belegging en Beheer Maatshchappij Director
ABN AMRO Bank N.V. Senior Vice President
Diederik Wermolder ABN AMRO Investment Management B.V. Director
Director ABN AMRO Beheer Beleggingsfondsen B.V. Director
B.V. Hollandsche Belegging en Beheer Maatshchappij Director
ABN AMRO Luxembourg Investment Management S.A. Director
ABN AMRO Funds Investment Advisory (Luxembourg) S.A. Director
ABN AMRO Interest Growth Fund Investment Advisory Director
(Luxembourg) S.A.
ABN AMRO Valurente Investment Adviosry (Luxembourg) Director
S.A.
ABN AMRO Bank N.V. Vice President
</TABLE>
-13-
<PAGE>
<TABLE>
<CAPTION>
Name and Position with Name of Other Connection with
Investment Sub-Advisor Company Other Company
- ---------------------- ------------- ---------------
<S> <C> <C>
Wypke Postma ABN AMRO Investment Management B.V. Officer
Director ABN AMRO Beheer Beleggingsfondsen B.V. Officer
B.V. Hollandsche Belegging en Beheer Maatschappij Officer
ABN AMRO Bank N.V. Vice President
Mathilde De La Serviere Banque NSM, Paris Vice President
Director
Anne-Marie George Banque NSM, Paris Vice President
Director
Rogier Crijns ABN AMRO Bank N.V. Vice President
Portfolio Manager
Jan-Wim Derks ABN AMRO Bank N.V. Vice President
Portfolio Manager
Gijs Dooresteijn ABN AMRO Bank N.V. Vice President
Portfolio Manager
Alex Ng ABN AMRO Asset Management (Asia) Ltd. Director
Portfolio Manager P.T. ABN AMRO Manajemen Investasl Director
George Theodoridis ABN AMRO Investment Management B.V. Officer
Officer ABN AMRO Beheer Beleggingsfondsen B.V. Officer
B.V. Hollandsche Belegging en Beheer Maatshchappij Officer
ABN AMRO Bank N.V. Vice President
Erik Eleveld ABN AMRO Bank N.V. Assistant Vice President
Trader
John Vaartjes ABN AMRO Investment Management B.V. Officer
Compliance Officer ABN AMRO Beheer Beleggingsfondsen B.V. Officer
B.V. Hollandsche Belegging en Beheer Maatshchapij Officer
ABN AMRO Bank N.V. Assistant Vice President
</TABLE>
Item 29. Principal Underwriters:
(a) Furnish the name of each investment company (other than the Registrant) for
which each principal underwriter currently distributing the securities of
the Registrant also acts as a principal underwriter, distributor or
investment adviser.
Rembrandt Financial Services Company, a wholly-owned subsidiary of SEI
Financial Services Company, acts as distributor for Rembrandt Funds(R)
pursuant to a distribution agreement dated December 31, 1992.
Rembrandt Financial Services Company does not act as underwriter,
depositor or investment advisor for any other investment company.
(b) Furnish the Information required by the following table with respect to
each director, officer or partner of each principal underwriter named in
the answer to Item 21 of Part B. Unless otherwise noted, the business
address of each director or officer is Oaks, PA 19456.
-14-
<PAGE>
<TABLE>
<CAPTION>
Position and Office Positions and Offices
Name with Underwriter with Registrant
- ---- ------------------- ----------------------
<S> <C> <C>
Alfred P. West, Jr. Chairman of the Board of Directors --
Henry H. Greer Director --
Carmen V. Romeo Director, Executive Vice President --
Carl A. Guarino President --
Leo J. Dolan, Jr. Senior Vice President --
Sandra K. Orlow Senior Vice President & Secretary Vice President & Assistant Secretary
Marc H. Cahn Vice President & Assistant Secretary Vice President & Assistant Secretary
Todd Cipperman Vice President & Assistant Secretary Vice President & Assistant Secretary
Kathy Heilig Vice President & Treasurer --
Maryeva Schmitt Kindelan Vice President --
Barbara A. Nugent Vice President & Assistant Secretary Vice President & Assistant Secretary
Cynthia M. Parrish Vice President & Assistant Secretary --
Kevin P. Robins Vice President & Assistant Secretary Vice President & Assistant Secretary
Kathryn L. Stanton Vice President & Assistant Secretary Vice President & Assistant Secretary
James Dougherty Financial Principal
Robert Wagner Managing Director --
</TABLE>
Item 30. Location of Accounts and Records:
Books or other documents required to be maintained by Section 31(a) of the
Investment Company Act of 1940, and the rules promulgated thereunder, are
maintained as follows:
(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6); (8);
(12); and 31a-1(d), the required books and records are maintained at the offices
of Registrant's Custodian:
CoreStates Bank, N.A. Morgan Stanley Trust Company
Broad and Chestnut Streets One Pierrepont Plaza
P.O. Box 7618 Brooklyn, NY 11201
Philadelphia, PA 19101
(b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1),(4); (2)(C) and (D); (4);
(5); (6); (8); (9); (10); (11); and 31a-1(f), the required books and records are
maintained at the offices of Registrant's Administrator:
SEI Fund Resources
Oaks, PA 19456
(c) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f), the
required books and records are maintained at the principal offices of the
Registrant's Advisor:
-15-
<PAGE>
ABN AMRO ASSET ABN AMRO-NSM International Funds
MANAGEMENT (USA) INC. Management B.V.
208 South LaSalle Street Hoogoorddreef 66-68
Chicago, IL 60604-1003 P.O. Box 283, 1000 E.A.
Amsterdam, The Netherlands ZU100GST
Item 31. Management Services: None.
-16-
<PAGE>
Item 32. Undertakings:
Registrant hereby undertakes that whenever shareholders meeting the
requirements of Section 16(c) of the Investment Company Act of 1940 inform the
Board of Trustees of their desire to communicate with Shareholders of the Trust,
the Trustees will inform such Shareholders as to the approximate number of
Shareholders of record and the approximate costs of mailing or afford said
Shareholders access to a list of Shareholders.
Registrant undertakes to call a meeting of Shareholders for the purpose of
voting upon the question of removal of a Trustee(s) when requested in writing to
do so by the holders of at least 10% of Registrant's outstanding shares and in
connection with such meetings to comply with the provisions of Section 16(c) of
the Investment Company Act of 1940 relating to Shareholder communications.
Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of the Registrant's latest annual report to Shareholders,
upon request and without charge.
Registrant hereby undertakes to file a post-effective amendment, including
financial statements which need not be audited, within 4-6 months from the later
of the commencement of operations of the Real Estate Fund of the Registrant or
the effective date of Post-Effective Amendment No. 12 to the Registrant's 1933
Act Registration Statement.
-17-
<PAGE>
NOTICE
A copy of the Agreement and Declaration of Trust for Rembrandt Funds(R)
(formerly The LSNT Funds and The Passport Funds) is on file with the Secretary
of State of The Commonwealth of Massachusetts and notice is hereby given that
this Registration Statement has been executed on behalf of the Trust by an
officer of the Trust as an officer and by its Trustees as trustees and not
individually and the obligations of or arising out of this Registration
Statement are not binding upon any of the Trustees, officers, or Shareholders
individually but are binding only upon the assets and property of the Trust.
-18-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, the Registrant has duly caused this Post-
Effective Amendment No. 12 to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Wayne,
State of Pennsylvania, on the 16th day of October, 1997.
REMBRANDT FUNDS(R)
By: /s/ David G. Lee
______________________________
David G. Lee, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacity on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
* Trustee October 16, 1997
- ----------------------
Arnold F. Brookstone
* Trustee October 16, 1997
- ----------------------
William T. Simpson
* Trustee October 16, 1997
- ----------------------
Robert A. Nesher
/s/ David G. Lee President & Chief October 16, 1997
- ---------------------- Executive Officer
David G. Lee
/s/ Jim Volk Controller & Chief October 16, 1997
- ---------------------- Financial Officer
Jim Volk
</TABLE>
*By: /s/ David G. Lee
------------------------------
David G. Lee, Attorney-in-Fact
-19-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Name Exhibit
- ---- -------
<S> <C>
Agreement and Declaration of Trust and Amendment thereto as originally Ex-99.B1
filed as Exhibit 1 with Registrant's initial Registration Statement on
October 2, 1992 and incorporated by reference to Exhibit 1 Post-
Effective Amendment No. 11, filed April 29, 1997.
Amendment dated October 20, 1992 to Registrant's Agreement and Ex-99.B1A
Declaration of Trust as originally filed as Exhibit 1(b) with Regis-
trant's Pre-Effective Amendment No. 1 filed on December 3, 1992 and
incorporated by reference to Exhibit 1(a) Post-Effective Amendment No.
11, filed April 29, 1997.
Registrant's By-Laws as originally filed as Exhibit 2 with Registrant's Ex-99.B2
initial Registration Statement on October 2, 1992 and incorporated by
reference to Exhibit 2 Post-Effective Amendment No. 11, filed April
29, 1997.
Not applicable. Ex-99.B3
Not applicable. Ex-99.B4
Investment Advisory Agreement with LaSalle Street Capital Management, Ex-99.B5
Ltd. as originally filed as Exhibit 5(b) with Registrant's initial
Registration Statement on October 2, 1992 and incorporated by reference
to Exhibit 5 Post-Effective Amendment No. 11, filed April 29, 1997.
Investment Sub-Advisory Agreement between LaSalle Street Capital Ex-99.B5A
Management Ltd., on behalf of the Registrant, and ABN AMRO-NSM
International Funds Management B.V. as originally filed as Exhibit 5(c)
with Registrant's Pre-Effective Amendment No. 1 and incorporated by
reference to Exhibit 5(a) Post-Effective Amendment No. 11, filed April
29, 1997.
Distribution Agreement as originally filed as Exhibit 6 with Registrant's Ex-99.B6
Pre-Effective Amendment No. 1 and incorporated by reference to Exhibit
6 Post-Effective Amendment No. 11, filed April 29, 1997.
Not applicable. Ex-99.B7
Custodian Agreement as originally filed as Exhibit 8(a) with Registrant's Ex-99.B8
Pre-Effective Amendment No. 1 and incorporated by reference to Exhibit
8 Post-Effective Amendment No. 11, filed April 29, 1997.
Sub-Custodian Agreement between CoreStates Bank, N.A. and Barclays Ex-99.B8A
Bank PLC incorporated herein by reference to Exhibit 8(a)(1) to Post-
Effective Amendment No. 6 to Registrant's Registration Statement on
Form N-1A (File No. 33-52784), filed with the Securities and Exchange
Commission on January 13, 1995.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Form of Transfer Agency Agreement between the Registrant and Supervised Ex-99.B8B
Service Company incorporated herein by reference to Exhibit 8(c) to
Post-Effective Amendment No. 4 to Registrant's Registration Statement on
Form N-1A (File No. 33-52784) filed with the Securities and Exchange
Commission on April 1, 1994.
Sub-Custodian Agreement between Morgan Stanley Trust Company and CoreStates Ex-99.B8C
Bank, N.A. dated May 14, 1996, filed herewith.
Administration Agreement as originally filed as Exhibit 5(a) with Ex-99.B9
Registrant's Pre-Effective Amendment No. 1 filed on December 3, 1992
and incorporated by reference to Exhibit 9 Post-Effective Amendment No.
11, filed April 29, 1997.
Consent to Assignment and Assumption (of the Administration Ex-99.B9A
Agreement) and filed herewith.
Shareholder Service Plan and Agreement between Rembrandt Funds and Ex-99.B9B
Rembrandt Financial Services Company dated August 4, 1997, filed herewith.
Opinion and Consent of Counsel as originally filed as Exhibit 10 with Ex-99.B10
Registrant's Post-Effective Amendment No. 2 and incorporated by
reference to Exhibit 10 Post-Effective Amendment No. 11, filed April 29
1997.
Not applicable. Ex-99.B11
Not applicable. Ex-99.B12
Not applicable. Ex-99.B13
Not applicable. Ex-99.B14
Distribution Plan - Investor Class as originally filed as Exhibit 15 in Ex-99.B13
Registrant's Pre-Effective Amendment No. 1 and incorporated by
reference to Exhibit 15 Post-Effective Amendment No. 11, filed April
29, 1997.
Performance Quotation Computation Ex-99.B16
Rule 18f-3 Plan as originally filed as Exhibit 8 with Registrant's Post- Ex-99.B18
Effective Amendment No. 8 and incorporated by reference to Exhibit
18 Post-Effective Amendment No. 11, filed April 29, 1997.
Power of Attorney, filed herewith. Ex-99.B24
Financial Data Schedules - N/A.
</TABLE>
<PAGE>
EX-99.B8C
CUSTODY AGREEMENT
-----------------
This Custody Agreement is dated as of May 14, 1996 between MORGAN
STANLEY TRUST COMPANY, a New York State chartered trust company (the
"Custodian"), and CORESTATES BANK, N.A., a national banking association, on its
own behalf and for the benefit of its affiliates (the "Client").
1. Appointment and Acceptance: Accounts. (a) The Client hereby
-------------------------------------
appoints the Custodian as a custodian of Property (as defined below) owned or
under the control of the Client that are delivered to the Custodian, or any
Subcustodian as appointed below, from time to time to be held in custody for the
benefit of the Client. The Custodian agrees to act as such custodian upon the
terms and conditions hereinafter provided.
(b) Prior to the delivery of any Property by the Client to the
Custodian, the Client shall deliver to the Custodian each document and other
item listed in Appendix 1. In addition, the Client shall deliver to the
Custodian any additional documents or items as the Custodian may deem necessary
for the performance of its duties under this Agreement.
(c) The Client instructs the Custodian to establish on the books and
records of the Custodian accounts listed in Appendix 2 (the "Accounts") in the
name of the Client. Upon receipt of Authorized Instructions (as defined below)
and appropriate documentation, the Custodian shall open additional Accounts for
the Client. Upon the Custodian's confirmation to the Client of the opening of
such additional Accounts, or of the closing of Accounts, Appendix 2 shall be
deemed automatically amended or supplemented accordingly. The Custodian shall
record in the Accounts and shall have general responsibility for the safekeeping
of all securities ("Securities"), cash, cash equivalents and other property (all
such Securities, cash, cash equivalents and other property being collectively
the "Property") of the Client that are delivered to the Custodian for custody.
(d) The procedures the Custodian and the Client will use in
performing activities in connection with this Agreement are set forth in a
client services guide provided to the Client by the Custodian, as such guide may
be amended from time to time by the Custodian by written notice to the Client
(the "Client Services Guide").
2. Subcustodians. The Property may be held in custody and deposit
-------------
accounts that have been established by the Custodian with one or more domestic
or foreign banks that qualify as "Eligible Foreign Custodians" (as such term is
defined in Rule 17f-5 of the Investment Company Act of 1940 (the "Act")) or
other institutions as listed on Exhibit A (the "Subcustodians"), as such Exhibit
may be amended from time to time by the Custodian by written notice to the
Client, or through the facilities of one or more securities depositories or
clearing agencies. The Custodian shall hold Property through a Subcustodian,
securities depository or clearing agency only if (a) such Subcustodian and any
securities depository or clearing agency in which such Subcustodian or the
<PAGE>
Custodian holds Property, or any of their creditors, may not assert any right,
charge, security interest, lien, encumbrance or other claim of any kind to such
Property except a claim of payment for its safe custody or administration and
(b) beneficial ownership of such Property may be freely transferred without the
payment of money or value other than for safe custody or administration. Any
Subcustodian may hold Property in a securities depository and may utilize a
clearing agency, subject to the limitation in subsection (a) above.
3. Records. With respect to Property held by a Subcustodian:
-------
(a) The Custodian may hold Property for all of its customers with a
Subcustodian in a single account identified as belonging to the Custodian
for the benefit of its customers;
(b) The Custodian shall identify on its books as belonging to the
Client any Property held by a Subcustodian for the Custodian's account;
(c) The Custodian shall require that Property held by the
Subcustodian for the Custodian's account be identified on the
Subcustodian's books as separate from any other property held by the
Subcustodian other than property of the Custodian's customers held solely
for the benefit of customers of the Custodian; and
(d) In the event the Subcustodian holds Property in a securities
depository or clearing agency, such Subcustodian shall be required by its
agreement with the Custodian to identify on its books such Property as
being held for the account of the Custodian as custodian for its customers
or in such other manner as is required by local law or market practice.
4. Access to Records. The Custodian shall allow the Client's
-----------------
accountants reasonable access to the Custodian's records relating to the
Property held by the Custodian as such accountants may reasonably require in
connection with their examination of the Client's affairs. The Custodian shall
also obtain from any Subcustodian (and shall require each Subcustodian to use
reasonable efforts to obtain from any securities depository or clearing agency
in which it deposits Property) an undertaking, to the extent consistent with
local practice and the laws of the jurisdiction or jurisdictions to which such
Subcustodian, securities depository or clearing agency is subject, to permit
independent public accountants such reasonable access to the records of such
Subcustodian, securities depository or clearing agency as may be reasonably
required in connection with the examination of the Client's affairs or to take
such other action as the Custodian in its judgment may deem sufficient to ensure
such reasonable access.
5. Reports. The Custodian shall provide such reports and other
-------
information to the Client and to such persons as the Client directs as the
Custodian and the Client may agree from time to time.
2
<PAGE>
6. Payment of Monies. The Custodian shall make, or cause any
-----------------
Subcustodian to make, payments from monies being held in the Accounts only in
accordance with Authorized Instructions or as provided in Sections 9, 13 and 17.
The Custodian may act as the Client's agent or act as a principal in
foreign exchange transactions at such rates as are agreed from time to time
between the Client and the Custodian.
7. Transfer of Securities. The Custodian shall make, or cause any
----------------------
Subcustodian to make, transfers, exchanges or deliveries of Securities only in
accordance with Authorized Instructions or as provided in Sections 9, 13 and 17.
8. Corporate Action. (a) The Custodian shall notify the Client of
----------------
details of all corporate actions affecting the Client's Securities within 24
hours, or sooner if immediate action is required, upon its receipt of such
information.
(b) The Custodian shall take, or cause any Subcustodian to take, such
corporate action only in accordance with Authorized Instructions or as provided
in this Section 8 or Section 9.
(c) In the event the Client does not provide timely Authorized
Instructions to the Custodian, the Custodian shall act in accordance with the
default option provided by local market practice and/or the issuer of the
Securities.
(d) Fractional shares resulting from corporate action activity shall
be treated in accordance with local market practices.
9. General Authority. In the absence of Authorized Instructions to
-----------------
the contrary, the Custodian may, and may authorize any Subcustodian to:
(a) make payments to itself or others for expenses of handling
Property or other similar items relating to its duties under this
Agreement, provided that all such payments shall be accounted for to the
Client;
(b) receive and collect all income and principal with respect to
Securities and to credit cash receipts to the Accounts;
(c) exchange Securities when the exchange is purely ministerial
(including, without limitation, the exchange of interim receipts or
temporary securities for securities in definitive form and the exchange of
warrants, or other documents of entitlement to securities, for the
securities themselves);
(d) surrender Securities at maturity or when called for redemption
upon receiving payment therefor;
3
<PAGE>
(e) execute in the Client's name such ownership and other certificates
as may be required to obtain the payment of income from Securities;
(f) pay or cause to be paid, from the Accounts, any and all taxes and
levies in the nature of taxes imposed on Property by any governmental
authority in connection with custody of and transactions in such Property;
(g) endorse for collection, in the name of the Client, checks, drafts
and other negotiable instruments;
(h) take non-discretionary action on mandatory corporate actions; and
(i) in general, attend to all nondiscretionary details in connection
with the custody, sale, purchase, transfer and other dealings with the
Property.
10. Authorized Instructions; Authorized Persons. (a) Except as
-------------------------------------------
otherwise provided in Sections 6 through 9, 13 and 17, all payments of monies,
all transfers, exchanges or deliveries of Property and all responses to
corporate actions shall be made or taken only upon receipt by the Custodian of
Authorized Instructions; provided that such Authorized Instructions are timely
--------
received by the Custodian. "Authorized Instructions" of the Client means
-----------------------
instructions from an Authorized Person received by telecopy, tested telex,
electronic link or other electronic means or by such other means as may be
agreed in writing between the Client and the Custodian.
(b) "Authorized Person" means each of the persons or entities
-----------------
identified on Appendix 3 as amended from time to time by written notice from the
Client to the Custodian. The Client represents and warrants to the Custodian
that each Authorized Person listed in Appendix 3, as amended from time to time,
is authorized to issue Authorized Instructions on behalf of the Client. Prior to
the delivery of the Property to the Custodian, the Custodian shall provide a
list of designated system user ID numbers and passwords that the Client shall be
responsible for assigning to Authorized Persons. The Custodian shall assume
that an electronic transmission received and identified by a system under ID
number and password was sent by an Authorized Person. The Custodian agrees to
provide additional designed system user ID numbers and passwords as needed by
the Client. The Client authorizes the Custodian to issue new system user ID
numbers upon the request of a previously existing Authorized Person. Upon the
issuance of additional system user ID numbers by the Custodian to the Client,
Appendix 3 shall be deemed automatically amended accordingly. The Client
authorizes the Custodian to receive, act and rely upon any Authorized
Instructions received by the Custodian which the Custodian reasonably believe to
have been issued by an Authorized Person.
(c) Any Authorized Person may cancel/correct or otherwise amend any
Authorized Instruction received by the Custodian, but the Client agrees to
indemnify the Custodian for any liability, loss or expense incurred by the
Custodian and its Subcustodians as a result of their having relied upon or acted
on any prior Authorized Instruction. An amendment or cancellation of
4
<PAGE>
an Authorized Instruction to deliver or receive any security or funds in
connection with a trade will not be processed once the trade has settled.
11. Registration of Securities. (A) In the absence of Authorized
--------------------------
Instructions to the contrary, Securities which must be held in registered form
shall be registered in the name of the Custodian or the Custodian's nominee or,
in the case of Securities in the custody of an entity other than the Custodian,
in the name of the Custodian, its Subcustodian or any such entity's nominee. The
Custodian may, without notice to the Client, cause any Securities to be
registered or re-registered in the name of the Client.
(b) Where the Custodian has been instructed by the Client to hold any
Securities in the name of any person or entity other than the Custodian, its
Subcustodian or any such entity's nominee, the Custodian shall not be
responsible for the collection of any dividends or other income or participation
in any corporate action with respect to such Securities; provided, however, that
-------- -------
the Custodian shall use reasonable efforts to (i) provide the Client with
information on any such dividends income or corporate actions for which the
Custodian receives actual notice and (ii) assist the Client in the collection of
such dividends or other income or participation in any such corporate action.
12. Deposit Accounts. All cash received by the Custodian for the
----------------
Accounts shall be held by the Custodian as a short-term credit balance in favor
of the Client, and the Custodian and the Client have agreed in writing that such
credit balances shall earn interest at rates and times as agreed between the
Custodian and the Client. The Client acknowledges that any such credit balances
shall not be accompanied by the benefit of any governmental insurance.
13. Short-term Credit Extensions. (a) From time to time, the
----------------------------
Custodian may extend or arrange short-term credit for the Client which is (i)
necessary in connection with payment and clearance of securities and foreign
exchange transactions or (ii) pursuant to an agreed schedule, as and if set
forth in the Client Services Guide, of credits for dividends and interest
payments on Securities. All such extensions of credit shall be repayable by the
Client on demand.
(b) The Custodian shall be entitled to charge the Client interest for
any such credit extension at rates to be agreed upon from time to time or, if
such credit is arranged by the Custodian with a third party on behalf of the
Client, the Client shall reimburse the Custodian for any interest charge. In
addition to any other remedies available, the Custodian shall be entitled to a
right to set-off against the Property to satisfy the repayment of such credit
extensions and the payment of, or reimbursement for, accrued interest thereon.
14. Representations and Warranties. (a) The Client represents and
------------------------------
warrants that (i) the execution, delivery and performance of this Agreement
(including, without limitation, the ability to obtain the short-term extensions
of credit in accordance with Section 13) are within the Client's power and
authority and have been duly authorized by all requisite action (corporate or
otherwise) of the client and of the beneficial owner of the Property, if other
than the Client, and (ii)
5
<PAGE>
this Agreement and each extension of short-term credit extended to or arranged
for the benefit of the Client in accordance with Section 13 shall at all times
constitute a legal, valid and binding obligation of the Client enforceable
against the Client in accordance with their respective terms, except as may be
limited by bankruptcy, insolvency or other similar laws affecting the
enforcement of creditors' rights in general and subject to the effect of general
principles of equity (regardless of whether considered in a proceeding in equity
or at law).
(b) The Custodian represents and warrants that (i) the execution,
delivery and performance of this Agreement are within the Custodian's power and
authority and have been duly authorized by all requisite action (corporate or
otherwise) of the Custodian and (ii) this Agreement constitutes the legal, valid
and binding obligation of the Custodian enforceable against the Custodian in
accordance with its terms, except as may be limited by bankruptcy, insolvency or
other similar laws affecting the enforcement of creditors' rights in general and
subject to the effect of general principles of equity (regardless of whether
considered in a proceeding in equity or at law).
15. Standard of Care; Indemnification. (a) The Custodian shall be
---------------------------------
responsible for the performance of only such duties as are set forth in this
Agreement or contained in Authorized Instructions given to the Custodian which
are not contrary to the provisions of any relevant law or regulation. The
Custodian shall be liable to the Client for any loss, liability or expense
incurred by the Client in connection with this Agreement to the extent that any
such loss, liability or expense results from the negligence or willful
misconduct of the Custodian or any Subcustodian.
(b) The Client acknowledges that the Property may be physically held
outside the United States. The Custodian shall not be liable for any loss,
liability or expense resulting from events beyond the reasonable control of the
Custodian, including, but not limited to, force majeure.
-------------
(c) In addition, the Client shall indemnify the Custodian and
Subcustodians and any nominee for, and hold each of them harmless from, any
liability, loss or expense (including attorneys' fees and disbursements)
incurred in connection with this Agreement, including without limitation, (i) as
a result of the Custodian having acted or relied upon any Authorized
Instructions or (ii) arising out of any such person acting as a nominee or
holder of record of Securities, pursuant to Authorized Instructions.
16. Fees; Liens. The Client shall pay to the Custodian from time to
-----------
time such compensation for its services pursuant to this Agreement as may be
mutually agreed upon as well as the Custodian's out-of-pocket and incidental
expenses. The Client shall hold the Custodian harmless from any liability or
loss resulting from any taxes or other governmental charges, and any expenses
related thereto, which may be imposed or assessed with respect to the Accounts
or any Property held therein. The Custodian is, and any Subcustodians are,
authorized to charge the Accounts for such items and the Custodian shall have a
lien, charge and security interest on any and all Property for any amount owing
to the Custodian from time to time under this Agreement.
6
<PAGE>
17. Termination. This Agreement may be terminated by the Client or
-----------
the Custodian by 60 days written notice to the other, sent by registered mail.
If notice of termination is given, the Client shall, within 30 days following
the giving of such notice, deliver to the Custodian a statement in writing
specifying the successor custodian or other person to whom the Custodian shall
transfer the Property. In either event, the Custodian, subject to the
satisfaction of any lien it may have, shall transfer the Property to the person
so specified. If the Custodian does not receive such statement the Custodian,
at its election, may transfer the Property to a bank or trust company
established under the laws of the United States or any state thereof to be held
and disposed of pursuant to the provisions of this Agreement or may continue to
hold the Property until such a statement is delivered to the Custodian. In such
event the Custodian shall be entitled to fair compensation for its services
during such period as the Custodian remains in possession of any Property and
the provisions of this Agreement relating to the duties and obligations of the
Custodian shall remain in full force and effect; provided, however, that the
Custodian shall have no obligation to settle any transactions in Securities for
the Accounts. The provisions of Sections 15 and 16 shall survive termination of
this Agreement.
18. Investment Advice. The Custodian shall not supervise, recommend
-----------------
or advise the Client relative to the investment, purchase, sale, retention or
other disposition of any Property held under this Agreement.
19. Confidentiality. (a) The Custodian, its agents and employees
---------------
shall maintain the confidentiality of information concerning the Property held
in the Client's account, including in dealings with affiliates of the Custodian.
In the event the Custodian or any Subcustodian is requested or required to
disclose any confidential information concerning the Property, the Custodian
shall, to the extent practicable and legally permissible, promptly notify the
Client of such request or requirement so that the client may seek a protective
order or waive any objection to the Custodian's or such Subcustodian's
compliance with this Section 19. In the absence of such a waiver, if the
Custodian or such Subcustodian is compelled, in the opinion of its counsel, to
disclose any confidential information, the Custodian or such Subcustodian may
disclose such information to such persons as, in the opinion of counsel, is so
required.
(b) The Client shall maintain the confidentiality of, and not provide
to any third parties absent the written permission of the Custodian, any
computer software, hardware or communications facilities made available to the
Client or its agents by the Custodian.
20. Notices. Any notice or other communication from the Client to
-------
the Custodian, unless otherwise provided by this Agreement or the Client
Services Guide, shall be sent by certified or registered mail to Morgan Stanley
Trust Company, One Pierrepont Plaza, Brooklyn, New York, 11201, Attention:
President, and any notice from the Custodian to the Client is to be mailed
postage prepaid, addressed to the Client at the address appearing below, or as
it may hereafter be changed on the Custodian's records in accordance with
written notice from the Client.
7
<PAGE>
21. Assignment. This contract may not be assigned by either party
----------
without the prior written approval of the other.
22. Miscellaneous. (a) This Agreement shall bind the successors and
-------------
assigns of the Client and the Custodian.
(b) This Agreement shall be governed by and construed in accordance
with the internal laws of the State of New York without regard to its conflicts
of law rules and to the extent not preempted by the federal law. The Custodian
and the Client hereby irrevocably submit to the exclusive jurisdiction of any
New York State court or any United States District Court located in the State of
New York in any action or proceeding arising out of this Agreement and hereby
irrevocably waive any objection to the venue of any such action or proceeding
brought in any such court or any defense of an inconvenient forum.
In witness whereof, the parties hereto have set their hands as of the
date first above written.
CORESTATES BANK, N.A.
By /s/ Elsa Perez
-----------------------------------------
Name: Elsa Perez
Title: V.P.
Address for record: 530 Walnut Street
-----------------------------
FC 1-9-81-48
----------------------------
Philadelphia, PA 19106
----------------------------
Accepted:
MORGAN STANLEY TRUST COMPANY
By /s/ G Federicco
------------------------
Authorized Signature
8
<PAGE>
APPENDIX 1
Account Documentation
REQUIRED DOCUMENTATION FOR CORE CUSTODIAL SERVICES (INCLUDING TAX RECLAIMS):
- ---------------------------------------------------------------------------
CUSTODY AGREEMENT
CLIENT SERVICES GUIDE (INCLUDING APPENDICES)
FEE SCHEDULE/BILLING GUIDE
GENERAL ACCOUNT INFORMATION
US TAX AUTHORITY DOCUMENTATION
LOCAL TAX OFFICE LETTER/APPLICATION LETTER
(NON-UNITED STATES-RESIDENT BENEFICIAL OWNERS, ONLY)
FORM 6166/REQUEST FOR FOREIGN CERTIFICATION FORM
(UNITED STATES-RESIDENT BENEFICIAL OWNERS, ONLY)
CERTIFICATION OF BENEFICIAL OWNERSHIP, LEGAL NAME, LEGAL RESIDENCY, TAX STATUS
AND TAX IDS
TAX RECLAIM POWER OF ATTORNEY
PREVIOUS TAX RECLAIM FILING INFORMATION
(PREVIOUS FILERS, ONLY)
UK TAX AUTHORITY DOCUMENTATION
SOPHISTICATED INVESTOR (ACCREDITED INVESTOR) LETTER
(UNITED STATES-RESIDENT BENEFICIAL OWNERS, ONLY)
DOCUMENTATION THAT IS REQUIRED FROM AN ENTITY CLASSIFIED AS TAX-EXEMPT BY ITS
- -----------------------------------------------------------------------------
LOCAL TAX AUTHORITY:
- -------------------
UK FORM 4338
(EXEMPT NON-UNITED KINGDOM-RESIDENT BENEFICIAL OWNERS, ONLY)
9
<PAGE>
UK FORM 309A
(EXEMPT UNITED STATES-RESIDENT BENEFICIAL OWNERS, ONLY)
FOREIGN EXEMPTION LETTERS/APPLICATION FOR AUSTRALIAN EXEMPTION LETTER
(EXEMPT BENEFICIAL OWNERS, ONLY)
DOCUMENTATION THAT IS REQUIRED ONLY IF YOU WILL USE THE PROXY VOTING SERVICE:
- ----------------------------------------------------------------------------
VOTING POWER OF ATTORNEY
DOCUMENTATION THAT IS REQUIRED ONLY IF YOU WILL DEAL IN CERTAIN SECURITIES:
- --------------------------------------------------------------------------
JGB INDEMNIFICATION LETTER
KOREAN SECURITIES POWER OF ATTORNEY
NEW ZEALAND `APPROVED ISSUER LEVY' LETTER
SPANISH POWER OF ATTORNEY WITH APOSTILE
10
<PAGE>
[CoreStates Bank Letterhead]
April 24, 1996
Morgan Stanley Trust company
One Pierrepont Plaza (8th Floor)
Brooklyn, NY 11201
Attention: Julie Flynn
Dear Julie:
Please accept this letter as your authorization to receive instructions from the
following CoreStates personnel:
J.A. Breslin /s/ J.A. Breslin
------------------------------------
Eleanor Hollman /s/ Eleanor Hollman
------------------------------------
Lisa M. Lucente /s/ Lisa M. Lucente
------------------------------------
Helen McFadyen /s/ Helen McFadyen
------------------------------------
Jean Leigh /s/ Jean Leigh
------------------------------------
Sally LaMaina /s/ Sally LaMaina
------------------------------------
Raye Goldsborough /s/ Raye Goldsborough
------------------------------------
Linda Montague /s/ Linda Montague
------------------------------------
Daniel Bailey /s/ Daniel Bailey
------------------------------------
Stephen Maher /s/ Stephen Maher
------------------------------------
Jim O'Connell /s/ Jim O'Connell
------------------------------------
Chuck Gallagher /s/ Chuck Gallagher
------------------------------------
Please contact Jean Leigh if additional information is needed.
Thank you.
Sincerely,
/s/ Elsa Perez
Elsa Perez
11
<PAGE>
REMBRANDT FUND
AUTHORIZED SIGNERS FOR CASH TRANSACTIONS
Effective April 15, 1996
SEI Funds Accounting SEI Transfer Agency
- --------------------------------------------------------------------------------
David Lee David Lee
Jeffrey Cohen Robert Redican
Robert DellaCroce Maria B Rinehart
Stephen G Meyer
John Alshefski
Nancy McCormick
Paul Fitzgerald
Karen Pagliarulo
Carol Rooney
Joseph Lydon
James Volk
12
<PAGE>
SEI SIGNATURE SPECIMENS
/s/ David Lee /s/ Karen Pagliarulo
- --------------------------- --------------------------------
David Lee Karen Pagliarulo
/s/ Jeffrey A Cohen
- --------------------------- --------------------------------
Jeffrey A Cohen
/s/ Stephen G Meyer /s/ Christopher Salfi
- --------------------------- --------------------------------
Stephen G Meyer Christopher Salfi
/s/ Steven J Fellin /s/ Nancy McCormick
- --------------------------- --------------------------------
Steven J Fellin Nancy McCormick
/s/ John Alshefski /s/ Robert Redican
- --------------------------- --------------------------------
John Alshefski Robert Redican
/s/ Carol Rooney /s/ Michael Beattie
- --------------------------- --------------------------------
Carol Rooney Michael Beattie
/s/ Robert DellaCroce /s/ Marta B Rinehart
- --------------------------- --------------------------------
Robert DellaCroce Marta B Rinehart
/s/ Trudi Fanella /s/ Christopher A Glidden
- --------------------------- --------------------------------
Trudi Fanella Christopher A Glidden
/s/ Paul Fitzgerald /s/ John Zaleski
- --------------------------- --------------------------------
Paul Fitzgerald John Zaleski
/s/ Francis Magee /s/ Joseph Lydon
- --------------------------- --------------------------------
Francis Magee Joseph Lydon
/s/ James F Volk /s/ Michael Lawson
- --------------------------- --------------------------------
James F Volk Michael Lawson
13
<PAGE>
Part II - System User ID's
The Custodian is directed to accept and act upon Authorized Instructions
transmitted electronically and identified with the following mnemonics and
system user ID's for the following activities:
This is the revised list which includes authorized levels for trade and cash
input.
<TABLE>
<CAPTION>
Workstation Account Workstation Sessions
User I.D. Mnemonic Number TE TCC SL FE CM MA TD
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ECU1484 CSOM 00042903(5) N N N N N N N
CSMR 00042904(3) N N N N N N N
CSVG 00042905(0) N N N N N N N
CSLZ 00042906(8) N N N N N N N
CSMF 00042907(6) N N N N N N N
CSPM 00042908(4) N N N N N N N
CSIO 00042909(2) N N N N N N N
CSCM 00042910(0) N N N N N N N
CSRL 00042911(8) N N N N N N N
CSRA 00042912(6) N N N N N N N
CSRF 00042913(4) N N N N N N N
CSRI 00042914(2) N N N N N N N
CSGF 00042915(9) N N N N N N N
CSIT 00042916(7) N N N N N N N
CSRU 00042917(5) N N N N N N N
CSGB 00042918(3) N N N N N N N
ECU1485 CSOM 00042903(5) N N N N N N N
CSMR 00042904(3) N N N N N N N
CSVG 00042905(0) N N N N N N N
CSLZ 00042906(8) N N N N N N N
CSMF 00042907(6) N N N N N N N
CSPM 00042908(4) N N N N N N N
CSIO 00042909(2) N N N N N N N
CSCM 00042910(0) N N N N N N N
CSRL 00042911(8) N N N N N N N
CSRA 00042912(6) N N N N N N N
CSRF 00042913(4) N N N N N N N
CSRI 00042914(2) N N N N N N N
CSGF 00042915(9) N N N N N N N
CSIT 00042916(7) N N N N N N N
CSRU 00042917(5) N N N N N N N
CSGB 00042918(3) N N N N N N N
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Workstation Account Workstation Sessions
User I.D. Mnemonic Number TE TCC SL FE CM MA TD
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ECU1486 CSOM 00042903(5) N N N N N N N
CSMR 00042904(3) N N N N N N N
CSVG 00042905(0) N N N N N N N
CSLZ 00042906(8) N N N N N N N
CSMF 00042907(6) N N N N N N N
CSPM 00042908(4) N N N N N N N
CSIO 00042909(2) N N N N N N N
CSCM 00042910(0) N N N N N N N
CSRL 00042911(8) N N N N N N N
CSRA 00042912(6) N N N N N N N
CSRF 00042913(4) N N N N N N N
CSRI 00042914(2) N N N N N N N
CSGF 00042915(9) N N N N N N N
CSIT 00042916(7) N N N N N N N
CSRU 00042917(5) N N N N N N N
CSGB 00042918(3) N N N N N N N
ECU1487 CSOM 00042903(5) Y Y N Y Y N N
CSMR 00042904(3) Y Y N Y Y N N
CSVG 00042905(0) Y Y N Y Y N N
CSLZ 00042906(8) Y Y N Y Y N N
CSMF 00042907(6) Y Y N Y Y N N
CSPM 00042908(4) Y Y N Y Y N N
CSIO 00042909(2) Y Y N Y Y N N
CSCM 00042910(0) Y Y N Y Y N N
CSRL 00042911(8) Y Y N Y Y N N
CSRA 00042912(6) Y Y N Y Y N N
CSRF 00042913(4) Y Y N Y Y N N
CSRI 00042914(2) Y Y N Y Y N N
CSGF 00042915(9) Y Y N Y Y N N
CSIT 00042916(7) Y Y N Y Y N N
CSRU 00042917(5) Y Y N Y Y N N
CSGB 00042918(3) Y Y N Y Y N N
ECU1488 CSOM 00042903(5) Y Y N Y Y N N
CSMR 00042904(3) Y Y N Y Y N N
CSVG 00042905(0) Y Y N Y Y N N
CSLZ 00042906(8) Y Y N Y Y N N
CSMF 00042907(6) Y Y N Y Y N N
CSPM 00042908(4) Y Y N Y Y N N
CSIO 00042909(2) Y Y N Y Y N N
CSCM 00042910(0) Y Y N Y Y N N
CSRL 00042911(8) Y Y N Y Y N N
CSRA 00042912(6) Y Y N Y Y N N
CSRF 00042913(4) Y Y N Y Y N N
CSRI 00042914(2) Y Y N Y Y N N
CSGF 00042915(9) Y Y N Y Y N N
CSIT 00042916(7) Y Y N Y Y N N
CSRU 00042917(5) Y Y N Y Y N N
CSGB 00042918(3) Y Y N Y Y N N
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Workstation Account Workstation Sessions
User I.D. Mnemonic Number TE TCC SL FE CM MA TD
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ECU1489 CSOM 00042903(5) Y Y N Y Y N N
CSMR 00042904(3) Y Y N Y Y N N
CSVG 00042905(0) Y Y N Y Y N N
CSLZ 00042906(8) Y Y N Y Y N N
CSMF 00042907(6) Y Y N Y Y N N
CSPM 00042908(4) Y Y N Y Y N N
CSIO 00042909(2) Y Y N Y Y N N
CSCM 00042910(0) Y Y N Y Y N N
CSRL 00042911(8) Y Y N Y Y N N
CSRA 00042912(6) Y Y N Y Y N N
CSRF 00042913(4) Y Y N Y Y N N
CSRI 00042914(2) Y Y N Y Y N N
CSGF 00042915(9) Y Y N Y Y N N
CSIT 00042916(7) Y Y N Y Y N N
CSRU 00042917(5) Y Y N Y Y N N
CSGB 00042918(3) Y Y N Y Y N N
ECU1490 CSOM 00042903(5) Y Y N Y Y N N
CSMR 00042904(3) Y Y N Y Y N N
CSVG 00042905(0) Y Y N Y Y N N
CSLZ 00042906(8) Y Y N Y Y N N
CSMF 00042907(6) Y Y N Y Y N N
CSPM 00042908(4) Y Y N Y Y N N
CSIO 00042909(2) Y Y N Y Y N N
CSCM 00042910(0) Y Y N Y Y N N
CSRL 00042911(8) Y Y N Y Y N N
CSRA 00042912(6) Y Y N Y Y N N
CSRF 00042913(4) Y Y N Y Y N N
CSRI 00042914(2) Y Y N Y Y N N
CSGF 00042915(9) Y Y N Y Y N N
CSIT 00042916(7) Y Y N Y Y N N
CSRU 00042917(5) Y Y N Y Y N N
CSGB 00042918(3) Y Y N Y Y N N
ECU1491 CSOM 00042903(5) Y Y N Y Y N N
CSMR 00042904(3) Y Y N Y Y N N
CSVG 00042905(0) Y Y N Y Y N N
CSLZ 00042906(8) Y Y N Y Y N N
CSMF 00042907(6) Y Y N Y Y N N
CSPM 00042908(4) Y Y N Y Y N N
CSIO 00042909(2) Y Y N Y Y N N
CSCM 00042910(0) Y Y N Y Y N N
CSRL 00042911(8) Y Y N Y Y N N
CSRA 00042912(6) Y Y N Y Y N N
CSRF 00042913(4) Y Y N Y Y N N
CSRI 00042914(2) Y Y N Y Y N N
CSGF 00042915(9) Y Y N Y Y N N
CSIT 00042916(7) Y Y N Y Y N N
CSRU 00042917(5) Y Y N Y Y N N
CSGB 00042918(3) Y Y N Y Y N N
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
Workstation Account Workstation Sessions
User I.D. Mnemonic Number TE TCC SL FE CM MA TD
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ECU1492 CSOM 00042903(5) Y Y N Y Y N N
CSMR 00042904(3) Y Y N Y Y N N
CSVG 00042905(0) Y Y N Y Y N N
CSLZ 00042906(8) Y Y N Y Y N N
CSMF 00042907(6) Y Y N Y Y N N
CSPM 00042908(4) Y Y N Y Y N N
CSIO 00042909(2) Y Y N Y Y N N
CSCM 00042910(0) Y Y N Y Y N N
CSRL 00042911(8) Y Y N Y Y N N
CSRA 00042912(6) Y Y N Y Y N N
CSRF 00042913(4) Y Y N Y Y N N
CSRI 00042914(2) Y Y N Y Y N N
CSGF 00042915(9) Y Y N Y Y N N
CSIT 00042916(7) Y Y N Y Y N N
CSRU 00042917(5) Y Y N Y Y N N
CSGB 00042918(3) Y Y N Y Y N N
ECU1493 CSOM 00042903(5) Y Y N Y Y N N
CSMR 00042904(3) Y Y N Y Y N N
CSVG 00042905(0) Y Y N Y Y N N
CSLZ 00042906(8) Y Y N Y Y N N
CSMF 00042907(6) Y Y N Y Y N N
CSPM 00042908(4) Y Y N Y Y N N
CSIO 00042909(2) Y Y N Y Y N N
CSCM 00042910(0) Y Y N Y Y N N
CSRL 00042911(8) Y Y N Y Y N N
CSRA 00042912(6) Y Y N Y Y N N
CSRF 00042913(4) Y Y N Y Y N N
CSRI 00042914(2) Y Y N Y Y N N
CSGF 00042915(9) Y Y N Y Y N N
CSIT 00042916(7) Y Y N Y Y N N
CSRU 00042917(5) Y Y N Y Y N N
CSGB 00042918(3) Y Y N Y Y N N
</TABLE>
_______________________________
TE Trade Entry
TCC Trade Cancel/Correct
SL Securities Lending
FE Foreign Exchange
CM Cash Movement
MA Mass Authorization
TD Time Deposit
17
<PAGE>
EX-99.B9A
CONSENT TO ASSIGNMENT AND ASSUMPTION
1. SEI financial Management Corporation ("Assignor") hereby notifies Rembrandt
Funds ("Trust") that it intends to assign all of its rights and delegate its
obligations under the Administration Agreement between the Trust and SEI
Financial Management Corporation, dated August 30, 1988, as amended (the
"Assignment and Assumption Agreement") to SEI Fund Resources, ("Assignee"),
no later than June 1, 1996, in connection with the transition of Assignor's
fund administration and distribution business to Assignee;
2. Trust releases Assignor from its rights and obligations under the Agreement
on or after the date the Assignment and Assumption Agreement is executed and
any liability or responsibility for (i) breach of the Agreement by Assignee
or (ii) demands and claims made against the Trust or damages, losses or
expenses incurred by the Trust on or after the date of the Assignment and
Assumption Agreement, unless such demands, claims, losses, damages or
expenses arose out of or resulted from an act or omission of Assignor prior
to the date of the Assignment and Assumption Agreement.
3. This consent is not a waiver or estoppel with respect to any rights the
Trust may have by reason of the past performance or failure to perform by
Assignor.
4. This consent is conditioned upon the execution of an Assignment and
Assumption Agreement between Assignor and Assignee that require(s) Assignee
(i) to assure all rights and obligations of Assignor under the Agreement and
(ii) to be liable to the Trust for any default or breach of the Agreement to
the extent the default or breach occurs on or after the date of execution of
the Assignment and Assumption Agreement.
5. Except as provided herein, neither this consent nor the Assignment and
Assumption Agreement shall alter or modify the terms or conditions of the
Agreement.
Trust: Assignor:
Rembrandt Funds SEI Financial Management Corporation
By: [SIGNATURE APPEARS HERE] By: [SIGNATURE APPEARS HERE]
-------------------------------- --------------------------------
Title: Vice President & Asst. Secretary Title: Vice President & Asst. Secretary
-------------------------------- --------------------------------
Date: May 31, 1996 Date: May 31, 1996
-------------------------------- --------------------------------
<PAGE>
SHAREHOLDER SERVICE PLAN AND AGREEMENT
REMBRANDT FUNDS
INVESTOR CLASS
Rembrandt Funds (the "Fund") is an open-end investment company registered
under the Investment Company Act of 1940, as amended, and currently consisting
of a number of separately managed portfolios (the "Porfolios"). The Fund
desires to retain Rembrandt Financial Services Company (the "Distributor"), a
Pennsylvania corporation, to itself provide or to compensate service providers
who themselves provide, the services described herein to clients (the "Clients")
who from time to time beneficially own Investor Class shares ("Shares") of any
Portfolio of the Fund. The Distributor is willing to itself provide or to
compensate service providers for providing, such shareholder services in
accordance with the terms and conditions of this Agreement.
SECTION 1. The Distributor will provide, or will enter into written agreements
in the form attached hereto with service pursuant to which the service providers
will provide, one or more of the following shareholder services to Clients who
may from time to time beneficially own Shares:
(i) maintaining accounts relating to Clients that invest in Shares;
(ii) providing information periodically to Clients showing their
positions in Shares;
(iii) arranging for bank wires;
(iv) responding to Client inquiries relating to the services performed by
the Distributor or any service provider;
(v) responding to inquiries from Clients concerning their investments in
Shares;
(vi) forwarding shareholder communications from the Fund (such as
proxies, shareholder reports, annual and semi-annual statements and
dividend, distribution and tax notices) to Clients;
(vii) processing purchases, exchange and redemption requests from Clients
and placing such orders with the Fund or its service providers;
(viii) assisting Clients in changing dividend options, account
designations, and addresses;
<PAGE>
(ix) providing subaccounting with respect to Shares beneficially owned by
Clients;
(x) processing dividend payments from the Fund on behalf of Clients; and
(xi) providing such other similar services as the Fund may reasonably
request to the extent that the Distributor and/or the service
provider is permitted to do so under applicable laws or regulations.
SECTION 2. The Distributor will provide all office space and equipment,
telephone facilities and personnel (which may be part of the space, equipment
and facilities currently used in the Distributor's business, or any personnel
employed by the Distributor) as may be reasonably necessary or beneficial in
order to fulfill its responsibilities under this Agreement.
SECTION 3. Neither the Distributor nor any of its officers, employees, or
agents is authorized to make any representations concerning the Fund or the
Shares except those contained in the Fund's then-current prospectus or Statement
of Additional Information for the Shares, copies of which will be supplied to
the Distributor, or in such supplemental literature or advertising as may be
authorized in writing.
SECTION 4. For purposes of this Agreement, the Distributor and each service
provider will be deemed to be independent contractors, and will have no
authority to act as agent for the Fund in any matter or in any respect. By its
written acceptance of this Agreement, the Distributor agrees to and does
release, indemnify, and hold the Fund harmless from and against any and all
direct or indirect liabilities or losses resulting from requests, directions,
actions, or inactions of or by the Distributor or its officers, employees, or
agents regarding the Distributor's responsibilities under this Agreement, the
provision of the aforementioned services to Clients by the Distributor or any
service provider, or the purchase, redemption, transfer, or registration of
Shares (or orders relating to the same) by or on behalf of Clients. The
Distributor and its officers and employees will, upon request, be available
during normal business hours to consult with representatives of the Fund or its
designees concerning the performance of the Distributor's responsibilities under
this Agreement.
SECTION 5. In consideration of the services and facilities to be provided by
the Distributor or any service provider, each Portfolio that has issued Investor
Class shares will pay to the Distributor a fee, as agreed from time to time, at
an annual rate of up to .25% (twenty-five basis points) of the average net asset
value of all Investor shares of each Portfolio, which fee will be computed daily
and paid monthly. The Fund may, in its discretion and without notice, suspend
or withdraw the sale of Investor Class shares of any Portfolio, including the
sale of Investor Class shares to any service provider for the account of any
Client or Clients. The Distributor may waive all or any portion of its fee from
time to time.
2
<PAGE>
SECTION 6. The Fund may enter into other similar servicing agreements with any
other person or persons without the Distributor's consent.
SECTION 7. By its written acceptance of this Agreement, the Distributor
represents, warrants, and agrees that the services provided by the Distributor
under this Agreement will in no event be primarily intended to result in the
sale of Shares.
SECTION 8. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by the Fund or its designee and shall
continue until terminated by either party. This Agreement is terminable with
respect to the Investor Class shares of any Portfolio, without penalty, at any
time by the Fund or by the Distributor upon written notice to the Fund.
SECTION 9. All notices and other communications to either the Fund or to the
Distributor will be duly given if mailed, telegraphed, telefaxed, or transmitted
by similar communications device to the appropriate address stated herein, or to
such other address as either party shall so provide the other.
SECTION 10. This Agreement will be construed in accordance with the laws of the
Commonwealth of Pennsylvania and may not be "assigned" by either party thereto
as that term is defined in the Investment Company Act of 1940.
SECTION 11. References to the "Rembrandt Funds" the "Fund," and the "Trustees"
of the Fund refer respectively to the Trust created and the Trustees as
trustees, but not individually or personally, acting from time to time under the
Declaration of Trust of the Fund dated September 17, 1992, a copy of which is on
file with the Department of State of the Commonwealth of Pennsylvania and at the
Fund's principal office. The obligations of the Fund entered into in the name
or on behalf thereof by any of the Trustees, officers, representatives, or
agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, shareholders, officers, representatives, or agents of
the Fund personally. Further, any obligations of the Fund with respect to any
one Portfolio shall not be binding upon any other Portfolio.
By their signatures, the Fund and the Distributor agree to the terms of this
Agreement.
REMBRANDT FUNDS
By: /s/ Todd Cipperman Date: August 4, 1997
---------------------------- -----------------
Todd Cipperman
SEI INVESTMENTS DISTRIBUTION CO.
By: /s/ Marc Cahn Date: August 4, 1997
---------------------------- -----------------
Marc Cahn
3
<PAGE>
EX-99.B24
THE REMBRANDT FUNDS(R)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of The Rembrandt Funds(R) ("Trust"), a business trust organized under
the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints
David G. Lee and Kevin P. Robins, and each of them singly, his or her true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, to sign for him or her and in his or her name, place and stead,
and in the capacity indicated below, to sign any or all amendments (including
post-effective amendments) to the Trust's Registration Statement on Form N-1A
under the provisions of the Investment Company Act of 1940 and the Securities
Act of 1933, each such Act as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, acting alone, full power and authority to do and perform each and every
act and thing requisite or necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and
seal as of the date set forth below.
/s/ James B. Volk Date: 7/17/97
- -------------------------------------- ----------------
Jim Volk
Controller and Chief Financial Officer
