<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30,
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. 10 [X]
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [_]
AMENDMENT NO. 11 [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 COMPANY
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)
X 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); or
- ----
75 days after filing pursuant to paragraph (a) of Rule 485
- ----
Pursuant to the provisions of Rule 24f-2 under the Investment Company Act of
1940, an indefinite number of units of beneficial interest is being registered
by this Registration Statement. Registrant's Rule 24f-2 Notice for fiscal year
ended December 31, 1995 was filed on February 21, 1996.
<PAGE>
REMBRANDT FUNDS(R)
POST-EFFECTIVE AMENDMENT NO. 10
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- --------------------------------------------------------------------------------
<S> <C>
PART A -
Item 1. Cover Page Cover Page
Item 2. Synopsis Summary
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Registrant The Trust; Investment
Objectives and Investment
Policies; General Investment
Policies; Risk Factors;
Fundamental Policies;
Investment Limitations;
General Information--The
Trust
Item 5. Management of the Trust General Information--
Trustees of the Trust; The
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;
Eligibility of Reduced Sales
Charge
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 Trustees and Officers of
Holders of Securities the Trust
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
of Securities Being Offered Shares; 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
Item 23. Financial Statements Financial Statements
</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>
The Prospectus for the Treasury Money Market Fund, Government Money Market Fund,
Money Market Fund, Tax-Exempt Money Market Fund, Fixed Income Fund, Intermediate
Government Fixed Income Fund, Tax-Exempt Fixed Income Fund, International Fixed
Income Fund (formerly known as the Global Fixed Income Fund), Limited Volatility
Fixed Income Fund, Balanced Fund, Value Fund, Growth Fund, International Equity
Fund, Small Cap Fund, Asian Tigers Fund, Latin America Equity Fund, and
TransEurope Fund and the Statement of Additional Information included as part of
Post-Effective Amendment No. 9 to the Registrant's Registration Statement on
Form N-1A (File No. 33-52784) filed with the Securities and Exchange Commission
on February 29, 1996, is hereby incorporated by reference as if set forth in
full herein.
<PAGE>
REMBRANDT FUNDS(R)
Latin America Equity Fund
Supplement dated January 30, 1997
to Prospectus dated April 1, 1996
The Prospectus dated April 1, 1996 for the Rembrandt Funds(R) is hereby
amended and supplemented by the addition of the following unaudited financial
information for the Latin America Equity Fund for the six months ended December
31, 1996.
Financial Highlights (unaudited)
For the Six Months Ended December 31, 1996
For a Share Outstanding Throughout the Period
<TABLE>
<CAPTION>
Unaudited
-------------------
For the
Six Months Ended
December 31,
1996(1)
-------------------
<S> <C>
Net Asset Value, Beginning of Period $ 10.00
Net Investment Loss (0.02)
Realized and Unrealized Gains on Securities 0.26
Dividends from Net Investment Income 0.00
Distributions from Capital Gains 0.00
Net Asset Value, End of Period $ 10.24
Total Return 2.40%
Net Assets, End of Period (000) $11,490
Ratio of Expenses to Average Net Assets 2.09%
Ratio of Net Investment Loss to Average Net Assets (0.55)%
Ratio of Expenses to Average Net Assets (Excluding Waivers) 2.09%
Ratio of Net Investment Loss to Average Net Assets
(Excluding Waivers) (0.55)%
Portfolio Turnover Rate 10%
Average Commission Rate+ $0.0004
-------------------
</TABLE>
(1) Commenced operations on July 1, 1996. All ratios except total return for
the period have been annualized.
+ Average commissions rate paid per share for security purchases and sales
during the period.
The accompanying notes are an integral part of the financial statements.
<PAGE>
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
REMBRANDT FUNDS(R)
Latin America Equity Fund
Supplement dated January 30, 1997
to the Statement of Additional Information dated April 1, 1996
The Statement of Additional Information dated April 1, 1996 for the
Rembrandt Funds(R) is hereby amended and supplemented by the addition of the
following unaudited financial information for the Latin America Equity Fund for
the period ended December 31, 1996.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>
[LOGO OF REMBRANDT APPEARS HERE]
Schedule of Investments (Unaudited)
Latin America Equity Fund
[PIE CHART APPEARS HERE]
<TABLE>
<CAPTION>
Market
Description Shares Value (000)
===============================================================================
<S> <C> <C>
Foreign Common Stocks -- 67.3%
Argentina -- 9.1%
Disco* 10,000 $ 280
Perez Companc 50,000 352
Siderar, Cl A* 71,500 206
Telefonica de Argentina ADR 8,000 207
--------
1,045
--------
Brazil -- 19.6%
Bompreco Supermercado GDR 11,500 207
Centrais Electricas Bras 1,500,000 537
Light Participacoes* 1,200,000 291
Telebras ADR 11,000 845
Transportes Aerose Region, ADR* 25,000 378
--------
2,258
--------
Chile -- 11.7%
Andina Embotelladora ADR 6,000 183
CIA Telecomunicacion Chile ADR* 2,500 253
Enersis ADR 10,000 276
Quimica y Minera Chile 3,500 189
Santa Isabel ADR 10,000 226
Vina Concha y Toro Chile ADR 9,500 223
--------
1,350
--------
Mexico -- 17.0%
Empresas ICA, ADR* 25,000 366
Gruma, Cl B* 40,000 244
Grupo Imsa, ADR* 11,250 214
Grupo Industrial Durango, ADR* 20,000 210
Grupo Televisa* 6,000 154
Kimberly Clark, Cl A 10,000 194
Panamerican Beverages, ADR 8,000 375
Sanluis 30,000 191
--------
1,948
--------
Panama -- 1.8%
Bladex 4,000 203
--------
Peru -- 6.4%
Cementos Lima 15,000 220
Credicorp 12,500 231
Telefonica de Peru ADR 15,000 283
--------
734
--------
United States -- 1.7%
BHI 10,000 197
--------
Total Foreign Common Stocks
(Cost $7,318) 7,735
--------
Foreign Preferred Stocks -- 22.6%
Brazil -- 22.6%
Banco Bradesco 30,000,000 217
CIA Bras Distr Pao Acucar 10,000,000 178
CIA Cervejaria Brahma 500,000 273
CIA Energetica Minas 12,000,000 409
CIA Vale Do Rio Doce 10,000 193
Dixie Toga 200,000 152
Ericsson Telecomunoicacoes* 15,000,000 231
Ipiranga CIA Petroleo 12,500,000 182
Itau Banco* 450,000 195
Petrol Brasileiros 1,500,000 239
Telecomunicacoes de Sao Paulo* 1,500,000 325
--------
2,594
--------
Total Foreign Preferred Stocks
(Cost $2,594) 2,594
--------
Total Investments -- 89.9%
(Cost $9,912) 10,329
--------
Other Assets and Liabilities, Net -- 10.1% 1,161
--------
Total Net Assets -- 100.0% $ 11,490
========
</TABLE>
- -------------------------------------------------------------------------------
* Non-income producing security
Cl -- Class
ADR -- American Depository Receipt
GDR -- Global Depository Receipt
The accompanying notes are an integral part of the financial statements.
- -------------------------------------------------------------------------------
1
- -------------------------------------------------------------------------------
<PAGE>
================================================================================
Statement of Assets and Liabilities (000) (Unaudited)
For the Six Months Ended December 31, 1996
<TABLE>
<CAPTION>
Latin America
Equity Fund
==============================================================================
<S> <C>
Assets:
Investments at market value (Cost $9,912) $ 10,329
Cash and foreign currency 1,407
Receivable for capital shares sold 9
Other assets 13
--------
Total assets 11,758
--------
Liabilities:
Payable for investment securities purchased 232
Payable for capital shares repurchased 3
Other liabilities 33
--------
Total liabilities 268
--------
Net assets:
Portfolio shares of the Trust Class (unlimited authorization -
no par value) based on 1,121,552 outstanding shares of
beneficial interest, respectively 11,208
Accumulated net investment loss (24)
Accumulated net realized loss on investments (108)
Accumulated net realized loss from foreign currency transactions (3)
Net unrealized appreciation on investments 417
--------
Net Assets $ 11,490
=========
Net Asset Value, Offering and Redemption Price Per Share --
Trust Class $ 10.24
========
</TABLE>
The accompanying notes are an integral part of the financial statements.
- --------------------------------------------------------------------------------
2
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
[LOGO OF REMBRANDT APPEARS HERE]
Statement of Operations (000) (Unaudited)
For the Six Months Ended December 31, 1996
<TABLE>
<CAPTION>
Latin
America
Fund(1)
- --------------------------------------------------------------------------------
<S> <C>
Investment Income:
Dividends $ 50
Interest 22
Less: foreign taxes withheld (4)
------
Total investment income 68
------
Expenses:
Administration fees 7
Investment advisory fees 44
Custodian fees 24
Transfer agent fees 1
Professional fees 1
Registration & filing fees 7
Printing 1
Pricing 6
Amortization of deferred organization costs 1
------
Total Expenses 92
------
Net Investment Loss (24)
------
Net Realized and Unrealized Gain (Loss)
On Investments:
Net realized loss from security transactions (108)
Net realized loss from foreign currency transactions (3)
Net change in unrealized appreciation on investments 417
------
Net Increase In Net Assets From Operations $ 282
======
</TABLE>
(1) Commenced operations on 7/1/96.
The accompanying notes are an integral part of the financial statements.
- --------------------------------------------------------------------------------
3
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Statement of Changes in Net Assets (000) (Unaudited)
<TABLE>
<CAPTION>
Latin
America
Equity
Fund*
==================================================================================================================================
1996
==================================================================================================================================
<S> <C>
Operations:
Net investment loss $ (24)
Net realized loss from security and foreign currency transactions (111)
Net change in unrealized appreciation on investments and foreign currency transactions 417
--------
Net increase in net assets resulting from operations 282
--------
Dividends distributed from:
Net investment income:
Trust Class --
Net realized gains:
Trust Class --
--------
Total dividends distributed --
--------
Capital share transactions:
Trust Class:
Proceeds from shares issued 11,807
Shares issued in lieu of cash distributions --
Cost of shares repurchased (599)
--------
Increase in net assets derived from Trust Class transactions 11,208
--------
Net increase in net assets 11,490
Net assets:
Beginning of period --
--------
End of period $11,490
========
Capital share transactions:
Trust Class:
Shares issued 1,182
Shares issued in lieu of cash distributions --
Shares repurchased (60)
--------
Total Trust Class transactions 1,122
========
</TABLE>
*Commenced operations on July 1, 1996.
The accompanying notes are an integral part of the financial statements.
- --------------------------------------------------------------------------------
4
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Financial Highlights (Unaudited)
For a Share Outstanding Throughout the Period
<TABLE>
<CAPTION>
Realized
Net Asset and Dividends Distributions
Value Net Unrealized from Net from
Beginning Investment Gains on Investment Capital
of Period Loss Securities Income Gains
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Latin America Equity Fund
- -----------------------------------------------------------------------------------------------
Trust Class
1996(1) $10.00 $(0.02) $0.26 $0.00 $0.00
- -----------------------------------------------------------------------------------------------
</TABLE>
1. Commenced operations on July 1, 1996. All ratios except total return for the
period have been annualized.
+ Average commission rate paid per share for security purchases and sales
during the period.
The accompanying notes are an integral part of the financial statements.
- --------------------------------------------------------------------------------
6
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
December 31, 1996
- --------------------------------------------------------------------------------
[LOGO OF REMBRANDT APPEARS HERE]
<TABLE>
Ratio of Net
Investment
Ratio of Net Ratio of Expenses Loss to
Ratio of Investment to Average Average
Net Asset Net Assets Expenses Loss to Net Assets Net Assets Portfolio Average
Value End Total End of to Average Average (Excluding (Excluding Turnover Commission
of Period Return Period (000) Net Assets Net Assets Waivers) Waivers) Rate Rate+
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
$10.24 2.40% $11,490 2.09% (0.55)% 2.09% (0.55)% 10% $0.0004
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
7
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Notes to Financial Statements (Unaudited)
1. Organization
Rembrandt Funds(R) (the "Trust") was organized as a Massachusetts business
trust under a Declaration of Trust dated September 17, 1992. The Trust is
registered under the Investment Company Act of 1940, as amended, as an open-end
management investment company with 18 funds: Treasury Money Market Fund,
Government Money Market Fund, Money Market Fund, Tax-Exempt Money Market Fund
(collectively "the Money Market Funds"), Fixed Income Fund, Intermediate
Government Fixed Income Fund, Tax-Exempt Fixed Income Fund, International Fixed
Income Fund (formerly the Global Fixed Income Fund), Limited Volatility Fixed
Income Fund (collectively "the Fixed Income Funds"), Balanced Fund, Value Fund,
Growth Fund, International Equity Fund, Small Cap Fund, TransEurope Fund, Asian
Tigers Fund and Latin America Equity Fund (collectively "the Equity Funds").
The Limited Volatility Fixed Income Fund and TransEurope Fund had not yet
commenced operations as of December 31, 1996. The Fund's prospectus provides a
description of each Fund's investment objectives, policies and strategies. The
assets of each Fund are segregated, and a shareholder's interest is limited to
the Fund in which shares are held. The Trust is registered to offer two classes
of shares: Trust Class and Investor Class.
2. Significant Accounting Policies
The following is a summary of the significant accounting policies followed by
the Funds.
Security Valuation--Investments in equity securities that are traded on a
national securities exchange (or reported on NASDAQ national market system) are
stated at the last quoted sales price, if readily available for such equity
securities, on each business day; other equity securities traded in the over-
the-counter market and listed equity securities for which no sale was reported
on that date are stated at the last quoted bid price. Debt obligations exceeding
60 days to maturity for which market quotations are readily available are valued
at the most recently quoted bid price. Debt obligations with 60 days or less
until maturity may be valued at their amortized cost. Foreign securities in the
International Fixed Income Fund, Asian Tigers Fund, International Equity Fund
and Latin America Equity Fund are valued based upon quotations from the primary
market in which they are traded.
Investment securities held by the Money Market Funds are stated at
amortized cost which approximates market value. Under the amortized cost method,
any discount or premium is amortized ratably to the maturity of the security and
is included in interest income.
Federal Income Taxes--It is each Fund's intention to qualify as a regulated
investment company for Federal income tax purposes by complying with the
appropriate provisions of the Internal Revenue Code of 1986, as amended.
Accordingly, no provisions for Federal income taxes are required in the
accompanying financial statements.
Security Transactions and Related Income--Security transactions are
accounted for on the date the security is purchased or sold (trade date).
Dividend income is recognized on the ex-dividend date, and interest income is
recognized on an accrual basis. Costs used in determining realized gains and
losses on the sales of investment securities are those of the specific
securities sold, adjusted for the accretion and amortization of purchase
discounts and premiums during the respective holding periods. Purchase discounts
and premiums on securities held by the Equity and Fixed Income Funds are
accreted and amortized to maturity using the interest method, which approximates
the effective interest method.
- --------------------------------------------------------------------------------
8
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
[LOGO OF REMBRANDT APPEARS HERE]
Repurchase Agreements--Securities pledged as collateral for repurchase
agreements are held by the custodian bank until the respective agreements
mature. Provisions of the repurchase agreements ensure that the market value of
the collateral, including accrued interest thereon, is sufficient in the event
of default of the counterparty. If the counterparty defaults and the value of
the collateral declines or if the counterparty enters an insolvency proceeding,
realization of the collateral by the Funds may be delayed or limited.
Net Asset Value Per Share--The net asset value per share of each Fund or
class of shares is calculated each business day. In general, it is computed by
dividing the assets of each Fund or class of shares less its liabilities, by the
number of outstanding shares of the Fund or class.
Foreign Currency Transactions--With respect to the International Fixed
Income Fund, Asian Tigers Fund, International Equity Fund and Latin America
Equity Fund (the "International Funds"), the books and records are maintained
in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on
the following basis:
(I) market value of investment securities, assets and liabilities at the
current rate of exchange; and
(II) purchases and sales of investment securities, income, and expenses at
the relevent rates of exchange prevailing on the respective dates of
such transactions.
The International Funds do not isolate the portion of gains and losses on
investments in equity securities that is due to changes in the foreign exchange
rates from that which is due to change in market prices of equity securities.
The International Funds report certain foreign currency-related
transactions as components of realized gains for financial reporting purposes,
whereas such components are treated as ordinary income for Federal income tax
purposes.
Forward Foreign Currency Contracts--The International Fixed Income Fund
enters into forward foreign currency contracts as hedges against fund positions.
The aggregate principal amounts of the contracts are not recorded as the Fund
intends to settle the contracts prior to delivery. All commitments are "marked-
to-market" daily at the applicable foreign exchange rate and any resulting
unrealized gains or losses are recorded currently. The Fund realizes gains or
losses at the time the forward contracts are extinguished. Unrealized gains or
losses on outstanding positions in forward foreign currency contracts held at
the close of the year are recognized as ordinary income or loss for Federal
income tax purposes.
Maturity Dates--Certain variable rate and floating rate securities of the
Funds are subject to "maturity shortening" devices such as put or demand
features. Under Rule 2a-7 of the Investment Company Act of 1940, as amended,
these securities are deemed to have maturities shorter than the ultimate
maturity dates. Accordingly, the maturity dates reflected in the Statements of
Net Assets are the shorter of the effective put/demand date or the ultimate
maturity date.
Classes--Class-specific expenses are borne by that class. Income, expenses,
and realized and unrealized gains/losses are allocated to the respective classes
on the basis of relative daily net assets.
Expenses--Expenses that are directly related to one of the Funds are
charged directly to that Fund. Other operating expenses of the Fund are prorated
to the Funds on the basis of relative net assets.
Other--Distributions from net investment income for the Equity and Fixed
Income Funds are paid to shareholders on a periodic basis. Distributions from
net investment income for the Money Market Funds are distributed to shareholders
daily. Any net realized capital gains on sales of securities are distributed to
shareholders at least annually.
- --------------------------------------------------------------------------------
9
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Notes to Financial Statements (Unaudited)
The amounts of distributions from net investment income and net realized
capital gains are determined in accordance with Federal income tax regulations,
that may differ from those amounts recorded under generally accepted accounting
principles. These book/tax differences are either temporary or permanent in
nature. To the extent that these differences are permanent, they are charged or
credited to paid-in capital in the period that the difference arises.
3. Administration and Distribution Agreements
The Trust and SEI Fund Resources (the "Administrator") have entered into an
administration agreement. Under the terms of the Administration Agreement (the
"Administration Agreement"), the Administrator is entitled to a fee calculated
daily and paid monthly at an annual rate of .15% of the average daily net assets
of each Fund.
The Trust and Rembrandt Financial Services Company (the "Distributor"), a
wholly owned subsidiary of SEI Financial Services Company, have entered into a
distribution agreement. The Distributor receives no fees for its distribution
services under this agreement for Trust Class shares of any Fund. The
Distributor is entitled to a fee of .25% of the average daily net assets of the
Investor Class shares of each Fund.
4. Organizational Costs and Transactions with Affiliates
Organizational costs have been capitalized by the Funds and are being amortized
over 60 months, commencing with operations. In the event any of the initial
shares are redeemed by any holder thereof during the period that the Fund is
amortizing its organizational costs, the redemption proceeds payable to the
holder thereof by the Fund will be reduced by the unamortized organizational
costs in the same ratio as the number of initial shares being redeemed bears to
the number of initial shares outstanding at the time of the redemption. These
costs include legal fees of approximately $53,000 for organizational work
performed by a law firm of which an officer of the Trust is a partner.
Certain officers of the Trust are also officers of the Administrator and/or
Distributor. Such officers are paid no fees by the Trust for serving in their
roles as officers of the Trust.
During the year ended December 31, 1996, ABN AMRO-NSM International Funds
Management B.V. ("ABN AMRO"), an affiliate of the Advisor, contributed $196,900
and $43,300 to the International Equity Fund and the Asian Tigers Fund,
respectively. The payments represented reimbursements for certain transactions
effected with affiliated brokers. The payments, which have been accounted for as
contributions to capital, increased net asset value per share by $.03 for the
International Equity Fund and by $.02 for the Asian Tigers Funds.
5. Investment Advisory Agreement
The Trust has entered into an investment advisory agreement with LaSalle Street
Capital Management, Ltd. (the "Advisor"), under which the Advisor is entitled to
an annual fee equal to .60% of the average daily net assets of each of the Fixed
Income, Intermediate Government Fixed Income, Limited Volatility Fixed Income
and Tax-Exempt Fixed Income Funds; .80% of the average daily net assets of the
International Fixed Income, Value, Growth, and Small Cap Funds; 1.00% of the
average daily net assets of the International Equity, TransEurope, Latin America
Equity and Asian Tigers Funds; .70% of the average daily net assets of the
Balanced Fund; .35% of the average daily net assets of the Treasury Money
Market, Money Market, and Tax-Exempt Money Market Funds, and .20% of the average
daily net assets of the Government Money Market Fund. The Advisor has
voluntarily agreed for an indefinite period of time, to waive a
- --------------------------------------------------------------------------------
10
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
[LOGO OF REMBRANDT APPEARS HERE]
portion of its fee in an amount equal to .10% of the average daily net assets of
each of the Fixed Income Funds, except the International Fixed Income Fund. The
Advisor has also voluntarily agreed for an indefinite period of time, to waive a
portion of its fee in an amount equal to .15% of the average daily net assets of
each of the Money Market Funds, except the Government Money Market Fund.
ABN AMRO-NSM International Funds Management B.V. has entered into a sub-
advisory agreement with the Advisor and serves as Sub-Advisor to the
International Funds. Sub-Advisory fees are paid by the Advisor.
6. Investment Transactions
The cost of security purchases and the proceeds from the sale of securities
including U.S. Government securities, other than temporary cash investments,
during the year ended December 31, 1996 were as follows:
<TABLE>
<CAPTION>
Purchases Sales
(000) (000)
--------- -------
<S> <C> <C>
Latin America Equity $10,505 $718
</TABLE>
At December 31, 1996, the total cost of securities and the net realized
gains or losses on securities sold for Federal income tax purposes was not
materially different from amounts reported for financial reporting purposes. The
aggregate gross unrealized appreciation and depreciation on investments at
December 31, 1996, is as follows:
<TABLE>
<CAPTION>
Net
Appreciated Depreciated Unrealized
Securities Securities Appreciation
(000) (000) (000)
----------- ----------- ------------
<S> <C> <C> <C>
Latin America Equity $753 $336 $417
</TABLE>
- --------------------------------------------------------------------------------
11
- --------------------------------------------------------------------------------
<PAGE>
REMBRANDT FUNDS(R)
PART C: OTHER INFORMATION
Post Effective Amendment No. 10
Item 24. Financial Statements and Exhibits:
(a) Financial Statements
Part A--Prospectus:
Part B--Statement of Additional Information:
Financial Statements for the fiscal year ended December 31, 1995
Statement of Net Assets
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
Unaudited financial statements for the Latin America Equity Fund for the
fiscal year ended December 31, 1996.
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
(b) Additional Exhibits
1(a) Agreement and Declaration of Trust and Amendment thereto are
incorporated herein by reference to Exhibit 1 to Registrant's
Registration Statement on Form N-1A (File No. 33-52784), filed
with the Securities and Exchange Commission on October 2, 1992.
1(b) Amendment dated October 20, 1992 to Registrant's Agreement and
Declaration of Trust is incorporated herein by reference to
Exhibit 1(b) to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A (File No. 33-52784), filed
with the Securities and Exchange Commission on December 3, 1992.
2 Registrant's By-Laws are incorporated herein by reference to
Exhibit 2 to Registrant's Registration Statement on Form N-1A
(File No. 33-52784) filed with the Securities and Exchange
Commission on October 2, 1992.
3 Not applicable
4 Not applicable
5(a) Form of Administration Agreement incorporated herein by reference
to Exhibit 5(a) to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A (File No. 33-52784), filed
with the Securities and Exchange Commission on December 3, 1992.
5(b) Form of Investment Advisory Agreement with LaSalle Street Capital
Management, Ltd. incorporated herein by reference to Exhibit 5(b)
to Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A (File No. 33-52784), filed with the
Securities and Exchange Commission on December 3, 1992.
5(b)(1) Form of Schedule to the Investment Advisory Agreement between
Rembrandt Funds(R) and LaSalle Street Capital Management Ltd.
incorporated herein by reference to Exhibit 5(b)(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.
<PAGE>
5(c) Form of Investment Sub-Advisory Agreement incorporated herein by
reference to Exhibit 5(c) to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A (File No. 33-
52784), filed with the Securities and Exchange Commission on
December 3, 1992.
5(c)(1) Form of Investment Sub-Advisory Agreement between LaSalle Street
Capital Management, Ltd., on behalf of the Registrant, and ABN AMRO-
NSM International Funds Management B.V. incorporated herein by
reference to Exhibit 5(c)(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.
6 Form of Distribution Agreement incorporated herein by reference to
Exhibit 6 to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A (File No. 33-52784), filed with
the Securities and Exchange Commission on December 3, 1992.
7 Not applicable
8(a) Form of Custodian Agreement incorporated herein by reference to
Exhibit 8(a) to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A (File No. 33-52784), filed with
the Securities and Exchange Commission on December 3, 1992.
8(a)(1) 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 Agent Agreement incorporated herein by reference to
Exhibit 8(b) to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A (File No. 33-52784), filed with
the Securities and Exchange Commission on December 3, 1992.
8(c) 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.
9 Not applicable
10 Opinion and Consent of Counsel incorporated herein by reference to
Exhibit 10 to Post-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File No. 33-52784), filed with
the Securities and Exchange Commission on June 30, 1993.
11(a) Consent of Independent Public Accountants, filed herewith.
12 Not applicable
13 Not applicable
14 Not applicable
15 Form of Distribution Plan - Investor Class incorporated herein by
reference to Exhibit 15 to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A (File No. 33-
52784), filed with the Securities and Exchange Commission on
December 3, 1992.
16 Performance Quotation Computation.
18 Rule 18f-3 Plan, incorporated herein by reference to Exhibit 18 to
Post-Effective Amendment No. 8 to Registrant's Registration
Statement on Form N-1A (File No. 33-52784), filed with the
Securities and Exchange Commission on September 26, 1995.
24 Powers of Attorney incorporated herein by reference as filed with
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.
27 Financial Data Schedule for the Latin America Equity Fund Trust
Class
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.
-5-
<PAGE>
Item 26. Number of Holders of Securities:
As of January 15, 1997
<TABLE>
<CAPTION>
Number of
Title of Class Record Holders
-------------- --------------
Units of beneficial interest, without par value -
<S> <C>
TRUST CLASS
Value Fund.......................................................... 3
Growth Fund......................................................... 4
Small Cap Fund...................................................... 4
International Equity Fund........................................... 3
TransEurope Fund.................................................... 0
Asian Tigers Fund................................................... 6
Fixed Income Fund................................................... 3
Intermediate Government Fixed Income Fund........................... 3
Tax-Exempt Fixed Income Fund........................................ 0
Global Fixed Income Fund............................................ 4
Limited Volatility Fixed Income Fund................................ 0
Money Market Fund................................................... 3
Government Money Market Fund........................................ 4
Treasury Money Market Fund.......................................... 4
Tax-Exempt Money Market Fund........................................ 3
Balanced Fund....................................................... 3
Latin America Equity Fund........................................... 7
INVESTOR CLASS
Value Fund.......................................................... 226
Growth Fund......................................................... 397
Small Cap Fund...................................................... 95
International Equity Fund........................................... 276
TransEurope Fund.................................................... 0
Asian Tigers Fund................................................... 197
Fixed Income Fund................................................... 55
Intermediate Government Fixed Income Fund........................... 16
Tax-Exempt Fixed Income Fund........................................ 41
Global Fixed Income Fund............................................ 43
Limited Volatility Fixed Income..................................... 0
Money Market Fund................................................... 95
Government Money Market Fund........................................ 13
Treasury Money Market Fund.......................................... 9
Tax Exempt Money Market Fund........................................ 41
Balanced Fund....................................................... 399
Latin America Equity Fund........................................... 0
</TABLE>
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
-6-
<PAGE>
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 Executive Vice
Chairman Corporation President, Director
ABN AMRO Asset Management Director
(USA) Inc.
Richard A. Fordsham ABN AMRO Chicago Senior Vice President
President Corporation
Chief Executive Officer
Director
John A. Wing ABN AMRO Chicago Chairman, CEO
Vice Chairman Corporation
Amerus Life Director
Chicago Board Options Director
Exchange
Perry L. Taylor, Jr. ABN AMRO Chicago Executive Vice
Director, Secretary Corporation President & Director
Erikson Institute Trustee
Daniel J. Shannon Catholic Charities Board of Advisors
Director Board of Directors
Notre Dame National President
Monogram Club
Dental Benefit Services of Vice Chairman
Illinois
Total Travel, Inc. Director
BioSafe International Director
Charles R. Klimkowski ABN AMRO Chicago Senior Vice President
Director Corporation
Director
Theregenics, Inc. Director
Charles H. Self III LaSalle National Bank Senior Vice President
Director & Assistant Secretary
Senior Vice President Government Insurance Director
Managers, Inc.
Keith Dibble LaSalle National Bank Senior Vice President
Senior Vice President & Assistant Secretary
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
Name and Position Name of Other Connection with
with Investment Advisor Company Other Company
- ----------------------- ------------- ----------------
<S> <C> <C>
Thomas F. McGrath LaSalle National Bank Senior Vice President
Senior Vice President & Assistant Secretary
ABN AMRO Chicago Senior Vice President
Corporation
John F. Bonetti LaSalle National Bank Senior Vice President
Vice President & Assistant Secretary
Marc G. Borghans LaSalle National Bank Vice President &
Vice President Assistant Secretary
James J. Baudendistel None
Vice President
Wade A. Buckles LaSalle National Bank First Vice President
First Vice President & Assistant Secretary
ABN AMRO Chicago Senior Vice President
Corporation
Jac A. Cerney LaSalle National Bank Vice President &
Vice President Assistant Secretary
Martin L. Eisenberg ABN AMRO Bank N.V. Vice President
Vice President Netherlands Trading Vice President
Society East, Inc.
Pine Tree Capital Vice President
Holdings, Inc.
AMRO Securities, Inc. Vice President
ABN AMRO North America Vice President
Finance, Inc.
DBI Holdings, Inc. Vice President
ABN AMRO North America, Senior Vice President
Inc.
ABN AMRO Mortgage Corp. Vice President
ABN AMRO Resource Vice President
Management, Inc.
Danic Asset Management Vice President
Corp.
National Asset Management Vice President
SFH, Inc. Vice President
ABN AMRO Acceptance Corp. Vice President
ABN AMRO Asset Management Vice President
(USA) Inc.
ABN AMRO Credit Corp. Vice President
ABN AMRO Investment Vice President
Services, Inc.
LaSalle Management Vice President
Company, Inc.
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 Tax Officer
Services, Inc.
LaSalle Home Mortgage Tax Officer
Corporation
LaSalle National Vice President
Corporation
ABN AMRO Capital (USA) Inc. Vice President
Lease Plan North America, Vice President
Inc.
ABN AMRO Information Vice President
Technology Services Company
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
Name and Position Name of Other Connection with
with Investment Advisor Company Other Company
- ----------------------- ------------- ---------------
<S> <C> <C>
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
LaSalle National Safe Deposit Vice President
Corporation
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
</TABLE>
-9-
<PAGE>
<TABLE>
<CAPTION>
Name and Position Name of Other Connection with
with Investment Advisor Company Other Company
- ----------------------- ------------- ---------------
<S> <C> <C>
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
Hungington 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
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
CSC 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
Larringtown 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
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
Name and Position Name of Other Connection with
with Investment Advisor Company Other Company
- ----------------------- ------------- ---------------
<S> <C> <C>
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
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
</TABLE>
-11-
<PAGE>
<TABLE>
<CAPTION>
Name and Position Name of Other Connection with
with Investment Advisor Company Other Company
- ----------------------- ------------- ---------------
<S> <C> <C>
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
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 & Assistant
Assistant Vice President Secretary
Mark T. Morgan LaSalle National Bank Assistant Vice President & Assistant
Assistant Vice President Secretary
ABN AMRO Chicago Corporation Vice President
Christopher M. Proctor None
Assistant Vice President
Phillip P. Mierzwa LaSalle National Bank Trust Officer & Assistant Secretary
Officer
Susan M. Wiemeler None
Officer
</TABLE>
-12-
<PAGE>
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 and Asian Tigers 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 Bank NV Senior Vice President
Director
Wypke Postma ABN AMRO Bank NV Vice President
Director
George Theodoridis ABN AMO Bank NV Vice President
Director
Mathilde De La Serviere Banque NSM, Paris Vice President
Director
Anne-Marie Georges Banque NSM, Paris Vice President
Director
Jan-Wim Derks ABN AMRO Bank NV Portfolio Manager
Portfolio Manager
Gijs Dorresteijn ABN AMRO Bank NV Vice President
Portfolio Manager
Alex Ng ABN AMRO Asset Management Director
Portfolio Manager (Far East) Ltd.
Roy Scheepe ABN AMRO Luxembourg Director
Portfolio Manager Investment Management S.A.
</TABLE>
Item 29. Principal Underwriters:
(a) Furnish the name of each investment company (other than the Registrant) for
which each principal underwriter currently distributing 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.
-13-
<PAGE>
(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, Pennsylvania 19456.
<TABLE>
<CAPTION>
Position and Office Positions and Offices
Name with Underwriter with Registrant
- ---- ----------------- ----------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman & Chief Executive Officer --
Henry H. Greer Director, President & Chief Operating Officer --
Carmen V. Romeo Director, Executive Vice President & Treasurer --
Gilbert L. Beebower Executive Vice President --
Richard B. Lieb Executive Vice President, President-Investment --
Services Division
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Jerome Hickey Senior Vice President --
Larry Hutchison Senior Vice President --
Steven Kramer Senior Vice President --
David G. Lee Senior Vice President President & Chief
Executive Officer
William Madden Senior Vice President --
Jack May Senior Vice President --
A. Keith McDowell Senior Vice President --
Dennis J. McGonigle Senior Vice President --
Hartland J. McKeown Senior Vice President --
Barbara J. Moore Senior Vice President --
James V. Morris Senior Vice President --
Steven Onofrio Senior Vice President --
Kevin P. Robins Senior Vice President, General Counsel & Secretary Vice President &
Assistant Secretary
Robert Wagner Senior Vice President --
Patrick K. Walsh Senior Vice President --
Kenneth Zimmer Senior Vice President --
Robert Aller Vice President --
Marc H. Cahn Vice President & Assistant Secretary Vice President &
Assistant Secretary
Gordon W. Carpenter Vice President --
Todd Cipperman Vice President & Assistant Secretary Vice President &
Assistant Secretary
Robert Crudup Vice President & Managing Director --
Ed Daly Vice President --
Jeff Drennen Vice President --
Mick Duncan Vice President and Team Leader --
Vic Galef Vice President & Managing Director --
Kathy Heilig Vice President --
Michael Kantor Vice President --
Samuel King Vice President --
Kim Kirk Vice President & Managing Director --
Donald H. Korytowski Vice President --
John Krzeminski Vice President & Managing Director --
Robert S. Ludwig Vice President and Team Leader --
Vicki Malloy Vice President and Team Leader --
</TABLE>
-14-
<PAGE>
<TABLE>
<S> <C> <C>
Carolyn McLaurin Vice President & Managing Director --
W. Kelso Morrill Vice President --
Barbara A. Nugent Vice President & Assistant Secretary Vice President & Assistant
Secretary
Sandra K. Orlow Vice President & Assistant Secretary Vice President & Assistant
Secretary
Donald Pepin Vice President & Managing Director --
Larry Pokora Vice President --
Kim Rainey Vice President --
Paul Sachs Vice President --
Mark Samuels Vice President & Managing Director --
Steve Smith Vice President --
Daniel Spaventa Vice President --
Kathryn L. Stanton Vice President & Assistant Secretary Vice President & Assistant
Secretary
Wayne M. Withrow Vice President & Managing Director --
William Zawaski Vice President --
James Dougherty Director of Brokerage Services --
</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 Financial Management Corporation
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:
LaSalle Street Capital ABN AMRO-NSM International Funds
Management, Ltd. Management B.V.
10 South LaSalle Street 22 Foppingadreef
Suite 3701 P.O. Box 283, 1000 E.A.
Chicago, IL 60603 Amsterdam, The Netherlands ZU100GST
Item 31. Management Services: None.
-15-
<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.
-16-
<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.
-17-
<PAGE>
Signatures
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-
Effective Amendment No. 10 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 29th day of January, 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 January 29, 1997
- -----------------------
Arnold F. Brookstone
* Trustee January 29, 1997
- -----------------------
William T. Simpson
* Trustee January 29, 1997
- -----------------------
Robert A. Nesher
/s/ David G. Lee President & Chief January 29, 1997
- ----------------------- Executive Officer
David G. Lee
/s/ Stephen G. Meyer Controller & Chief January 29, 1997
- ----------------------- Financial Officer
Stephen G. Meyer
</TABLE>
*By: /s/ David G. Lee
---------------------------------------------
David G. Lee, Attorney-in-Fact
-18-
<PAGE>
EXHIBIT INDEX
Name Exhibit Sequential Page #
- ---- ------- -----------------
Agreement and Declaration of Trust and 1(a)
Amendment thereto are incorporated herein
by reference to Exhibit 1 to Registrant's
Registration Statement on Form N-1A (File
No. 33-52784), filed with the Securities and
Exchange Commission on October 2, 1992.
Amendment dated October 20, 1992 to 1(b)
Registrant's Agreement and Declaration of
Trust is incorporated herein by reference to
Exhibit 1(b) to Pre-Effective Amendment
No. 1 to Registrant's Registration Statement
on Form N-1A (File No. 33-52784), filed with
the Securities and Exchange Commission on
December 3, 1992.
Registrant's By-Laws are incorporated 2
herein by reference to Exhibit 2 to
Registrant's Registration Statement on
Form N-1A (File No. 33-52784) filed with
the Securities and Exchange Commission
on October 2, 1992.
Not applicable. 3
Not applicable. 4
Form of Administration Agreement 5(a)
incorporated herein by reference to
Exhibit 5(a) to Pre-Effective Amendment
No. 1 to Registrant's Registration
Statement on Form N-1A (File No. 33-52784),
filed with the Securities and Exchange
Commission on December 3, 1992.
Form of Investment Advisory Agreement 5(b)
with LaSalle Street Capital Management,
Ltd. incorporated herein by reference to
Exhibit 5(b) to Pre-Effective Amendment
No. 1 to Registrant's Registration Statement
on Form N-1A (File No. 33-52784), filed with
the Securities and Exchange Commission
on December 3, 1992.
<PAGE>
Name Exhibit Sequential Page #
- ---- ------- -----------------
Form of Schedule to the Investment Advisory 5(b)(1)
Agreement between Rembrandt(R) Funds and
LaSalle Street Capital Management Ltd.
incorporated herein by reference to Exhibit
5(b)(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.
Form of Investment Sub-Advisory 5(c)
Agreement incorporated herein by reference
to Exhibit 5(c) to Pre-Effective Amendment
No. 1 to Registrant's Registration
Statement on Form N-1A (File No. 33-52784),
filed with the Securities and Exchange
Commission on December 3, 1992.
Form of Investment Sub-Advisory Agreement 5(c)(1)
between LaSalle Street Capital
Management Ltd., on behalf of the
Registrant, and ABN AMRO-NSM International
Funds Management B.V. incorporated herein
by reference to Exhibit 5(c)(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.
Form of Distribution Agreement incorporated 6
herein by reference to Exhibit 6 to
Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on
Form N-1A (File No. 33-52784), filed with
the Securities and Exchange Commission
on December 3, 1992.
Not applicable. 7
Form of Custodian Agreement 8(a)
incorporated herein by reference to
Exhibit 8(a) to Pre-Effective Amendment
No. 1 to Registrant's Registration
Statement on Form N-1A (File No.
33-52784), filed with the Securities and
Exchange Commission on December 3,
1992.
<PAGE>
Name Exhibit Sequential Page #
- ---- ------- -----------------
Sub-Custodian Agreement between CoreStates 8(a)(1)
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.
Form of Transfer Agent Agreement 8(b)
incorporated herein by reference to
Exhibit 8(b) to Pre-Effective Amendment
No. 1 to Registrant's Registration
Statement on Form N-1A (File No.
33-52784), filed with the Securities
and Exchange Commission on
December 3, 1992.
Form of Transfer Agency Agreement 8(c)
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.
Not applicable. 9
Opinion and Consent of Counsel 10
incorporated herein by reference to
Exhibit 10 to Post-Effective Amendment
No. 2 to Registrant's Registration
Statement on Form N-1A (File No.
33-52784), filed with the Securities and
Exchange Commission on June 30, 1993.
Consent of Independent Public 11(a)
Accountants, filed herewith.
Not applicable. 12
Not applicable. 13
Not applicable. 14
Form of Distribution Plan - Investor 15
Class incorporated herein by reference to
Exhibit 15 to Pre-Effective Amendment
No. 1 to Registrant's Registration
<PAGE>
Name Exhibit Sequential Page #
- ---- ------- -----------------
Statement on Form N-1A (File No.
33-52784), filed with the Securities and
Exchange Commission on December
3, 1992.
Performance Quotation Computation 16
Rule 18f-3 Plan, incorporated herein by 18
reference as filed with Post-Effective
Amendment No. 8 to Registrant's Registration
Statement on Form N-1A (File No. 33-52784),
filed with the Securities and Exchange
Commission on September 26, 1995.
Powers of Attorney incorporated herein by 24
reference as filed with 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.
Financial Data Schedule for the Latin America 27
Equity Fund Trust Class
<PAGE>
EX-99.B11
Consent of Independent Auditors
We consent to the incorporation by reference in this Post Effective Amendment
No. 10 to the Registration Statement (Form N-1A No. 33-52784) and related
Prospectus of the Rembrandt Funds, of our report dated January 26, 1996 in the
Statement of Additional Information and references to our firm under the
captions "Financial Highlights" in the Prospectus and "Experts" in the Statement
of Additional Information which are included in the Post Effective Amendment No.
9 to the Registration Statement and related Prospectus of the Rembrandt Funds
dated February 29, 1996.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
January 29, 1997
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0000892567
<NAME> REMBRANDT FUNDS
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<NAME> LATIN AMERICA EQUITY FUND TRUST CLASS
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