REMBRANDT FUNDS
497, 1997-04-22
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<PAGE>
 
                              Rembrandt Funds/(R)/

                      Supplement dated April 21, 1997 to
                        Prospectus dated April 30, 1996


This Supplement provides new and additional information beyond that contained in
the Prospectus and should be retained and read in conjunction with such
Prospectus.



Effective March, 1997, the co-portfolio managers for the Small Cap Fund are John
F. Bonetti and Marc G. Borghans; the co-portfolio managers for the Tax-Exempt
Fixed Income Fund are Charles H. Self, III, and Phillip P. Mierzwa; the
portfolio manager for the fixed income portion of the Balanced Fund is Gregory
D. Boal. The sixth, seventh and eighth paragraphs on page 36 of the prospectus
should be replaced with the following:

                  "John F. Bonetti, Vice President of the Advisor, has served as
         portfolio manager for the Small Cap Fund since February, 1995 and co-
         portfolio manager for the Small Cap Fund since March, 1997. Mr. Bonetti
         has been associated with the Advisor and its predecessor since 1989.

                  "Marc G. Borghans, Vice President of the Advisor, has served
         as co-manager of the Small Cap Fund since March, 1997. Mr. Borghans has
         been associated with the Advisor or its affiliates since 1988.

                  "Mark W. Karstrom, Vice President of the Advisor, has served
         as portfolio manager for the Intermediate Government Fixed Income Fund
         and the Limited Volatility Fixed Income Fund since September, 1996. Mr.
         Karstrom joined the Advisor in August 1996. He served as a Vice
         President, Portfolio Manager with Norwest Investment Management and
         Trust and a predecessor firm from May, 1985 to July, 1996.

                  "Charles H. Self, III, Senior Vice President of the Advisor,
         has served as portfolio manager for the Fixed Income Fund since
         October, 1995 and the Tax-Exempt Fixed Income Fund since September,
         1996 and co-manager of the Tax-Exempt Fixed Income Fund since April,
         1997. Mr. Self joined the Advisor in October, 1995. He served as a Vice
         President with CSI Asset Management from December, 1988 to July, 1995.

                  "Phillip P. Mierzwa, Assistant Vice President of the Advisor,
         has served as co- manager of the Tax-Exempt Fixed Income Fund since
         April, 1997. He has been associated with the Advisor or its affiliates
         since February, 1990.

                  "Gregory D. Boal, Vice President of the Advisor, has served as
         portfolio manager of the fixed income portion of the Balanced Fund
         since April, 1997. Mr. Boal joined the Advisor in March, 1997. He
         served as Manager, Fixed Income Division, First Citizens Bank from
         November, 1989 to March, 1997."
<PAGE>
 
Effective March, 1997, the portfolio manager for the International Equity Fund
is Wypke Postma; the portfolio manager for the TransEurope Fund is Felix
Lanters. The second and fourth paragraphs under the heading The Sub-Advisor on
page 37 of the prospectus should be replaced with the following:

                  "Wypke Postma, fund manager with the Sub-Advisor, has served
         as portfolio manager for the International Equity Fund since March,
         1997. Mr. Postma has been associated with the Sub-Advisor and/or its
         affiliates since 1984.

                  "Felix Lanters, portfolio manager for the TransEurope Fund,
         has been associated with the Sub-Advisor and/or its parent since 1987."

              PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE


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