REMBRANDT FUNDS
497, 1998-07-01
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ABN AMRO Funds
(formerly, the Rembrandt Funds)

Money Market Funds: Treasury Money Market Fund, Government 
Money Market Fund, Money Market Fund, and Tax-Exempt Money 
Market Fund

Fixed Income Funds:  Fixed Income Fund, Intermediate 
Government Fixed Income Fund, Tax-Exempt Fixed Income Fund, 
International Fixed Income Fund, and Limited Volatility 
Fixed Income Fund

Balanced Fund:  Balanced Fund

Equity Funds:  Value Fund, Growth Fund, International 
Equity Fund, Small Cap Growth Fund, Real Estate Fund, Asian 
Tigers Fund, Latin America Equity Fund and TransEurope Fund

Supplement dated July 1, 1998 to the
Prospectus - Investor Share Class
dated April 30, 1998

The following information replaces the information for 
Charles H. Self, III and Gregory D. Boal found under the 
heading "The Advisor" on page 33:

Gregory D. Boal, Senior Vice President of the Advisor, has 
served as portfolio manager of the fixed income portion of 
the Balanced Fund since April 1997, as co-manager of the 
Tax-Exempt Fixed Income Fund since July, 1997, and as 
portfolio manager of the Fixed Income Fund since June, 
1998.  Mr. Boal joined the Advisor in March, 1997 as a 
portfolio manager.  He served as Manager, Fixed Income 
Division of First Citizens Bank from November, 1989 to 
March, 1997.

The following information replaces similar information 
found on page 34:

THE ADMINISTRATOR AND SUB-ADMINISTRATOR

ABN AMRO Fund Services, Inc. (the "Administrator") serves 
as the Administrator for the Trust. The Administrator is an 
affiliate of the Advisor and both are under the common 
control of ABN AMRO Holding N.V., a Netherlands company.  
As Administrator, it provides the Trust with administrative 
services, including oversight and monitoring of the sub-
administrator, transfer agent, distributor and custodian.  
The Administrator is entitled to a fee, which is calculated 
daily and paid monthly, at an annual rate of 0.15% of the 
average daily net assets of the Fund.

First Data Investor Services Group, Inc. serves as the Sub-
Administrator for the Trust.  As Sub-Administrator it 
provides the Trust with sub-administrative services, 
including fund accounting, regulatory reporting, necessary 
office space, equipment, personnel and facilities.  
Compensation for these services is paid under a Sub-
Administration and Fund Accounting Agreement with the 
Administrator.

ABN AMRO Funds
(formerly, the "Rembrandt Funds")

Money Market Funds: Treasury Money Market Fund, Government 
Money Market Fund, Money Market Fund, and Tax-Exempt Money 
Market Fund

Fixed Income Funds:  Fixed Income Fund, Intermediate 
Government Fixed Income Fund, Tax-Exempt Fixed Income Fund, 
International Fixed Income Fund, and Limited Volatility 
Fixed Income Fund

Balanced Fund:  Balanced Fund

Equity Funds:  Value Fund, Growth Fund, International 
Equity Fund, Small Cap Growth Fund, Real Estate Fund, Asian 
Tigers Fund, Latin America Equity Fund and TransEurope Fund

Supplement dated July 1, 1998 to the
Prospectus - Common Share Class
dated April 30, 1998

The following information replaces the information for 
Charles H. Self, III and Gregory D. Boal found under the 
heading "The Advisor" on page 33:

Gregory D. Boal, Senior Vice President of the Advisor, has 
served as portfolio manager of the fixed income portion of 
the Balanced Fund since April 1997, as co-manager of the 
Tax-Exempt Fixed Income Fund since July, 1997, and as 
portfolio manager of the Fixed Income Fund since June, 
1998.  Mr. Boal joined the Advisor in March, 1997 as a 
portfolio manager.  He served as Manager, Fixed Income 
Division of First Citizens Bank from November, 1989 to 
March, 1997.

The following information replaces similar information 
found on page 34:

THE ADMINISTRATOR AND SUB-ADMINISTRATOR

ABN AMRO Fund Services, Inc. (the "Administrator") serves 
as the Administrator for the Trust. The Administrator is an 
affiliate of the Advisor and both are under the common 
control of ABN AMRO Holding N.V., a Netherlands company.  
As Administrator, it provides the Trust with administrative 
services, including oversight and monitoring of the sub-
administrator, transfer agent, distributor and custodian.  
The Administrator is entitled to a fee, which is calculated 
daily and paid monthly, at an annual rate of 0.15% of the 
average daily net assets of the Fund.

First Data Investor Services Group, Inc. serves as the Sub-
Administrator for the Trust.  As Sub-Administrator it 
provides the Trust with sub-administrative services, 
including fund accounting, regulatory reporting, necessary 
office space, equipment, personnel and facilities.  
Compensation for these services is paid under a Sub-
Administration and Fund Accounting Agreement with the 
Administrator.


ABN AMRO Funds
(formerly, the "Rembrandt Funds")

Money Market Funds: Treasury Money Market Fund, Government 
Money Market Fund, Money Market Fund, and Tax-Exempt Money 
Market Fund

Fixed Income Funds:  Fixed Income Fund, Intermediate 
Government Fixed Income Fund, Tax-Exempt Fixed Income Fund, 
International Fixed Income Fund, and Limited Volatility 
Fixed Income Fund

Balanced Fund:  Balanced Fund

Equity Funds:  Value Fund, Growth Fund, International 
Equity Fund, Small Cap Growth Fund, Real Estate Fund, Asian 
Tigers Fund, Latin America Equity Fund and TransEurope Fund

Supplement dated July 1, 1998 to the
Prospectus - Investor Share Class
dated April 30, 1998


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

CoreStates Bank, N.A., Broad and Chestnut Streets, P.O. Box 
7618, Philadelphia, Pennsylvania 19101, will serve as the 
Custodian of ABN AMRO Funds (the "Trust") on a temporary 
basis until its custody agreement with the Trust 
terminates.

ABN AMRO Funds
(formerly, the "Rembrandt Funds")

Money Market Funds: Treasury Money Market Fund, Government 
Money Market Fund, Money Market Fund, and Tax-Exempt Money 
Market Fund

Fixed Income Funds:  Fixed Income Fund, Intermediate 
Government Fixed Income Fund, Tax-Exempt Fixed Income Fund, 
International Fixed Income Fund, and Limited Volatility 
Fixed Income Fund

Balanced Fund:  Balanced Fund

Equity Funds:  Value Fund, Growth Fund, International 
Equity Fund, Small Cap Growth Fund, Real Estate Fund, Asian 
Tigers Fund, Latin America Equity Fund and TransEurope Fund

Supplement dated July 1, 1998 to the
Prospectus - Common Share Class
dated April 30, 1998


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

CoreStates Bank, N.A., Broad and Chestnut Streets, P.O. Box 7618, 
Philadelphia, Pennsylvania 19101, will serve as the Custodian of 
ABN AMRO Funds (the "Trust") on a temporary basis until its 
custody agreement with the Trust terminates.


ABN AMRO Funds
(formerly, the Rembrandt Funds)

Money Market Funds: Treasury Money Market Fund, Government 
Money Market Fund, Money Market Fund, and Tax-Exempt Money 
Market Fund

Fixed Income Funds:  Fixed Income Fund, Intermediate 
Government Fixed Income Fund, Tax-Exempt Fixed Income Fund, 
International Fixed Income Fund, and Limited Volatility 
Fixed Income Fund

Balanced Fund:  Balanced Fund

Equity Funds:  Value Fund, Growth Fund, International 
Equity Fund, Small Cap Growth Fund, Real Estate Fund, Asian 
Tigers Fund, Latin America Equity Fund and TransEurope Fund

Supplement dated July 1, 1998 to the
Statement of Additional Information
dated April 30, 1998

 The following information replaces similar information 
found on page21:

THE ADMINISTRATOR AND SUB-ADMINISTRATOR

The Trust and ABN AMRO Fund Services, Inc. (the 
Administrator), a direct wholly-owned subsidiary of ABN 
AMRO Capital Markets Holding, Inc., which is an indirect, 
wholly-owned subsidiary of ABN AMRO Holding N.V., a 
Netherlands company, have entered into an administration 
agreement (the Administration Agreement) dated July 1, 
1998.  Under the Administration Agreement:  (i) the 
Administrator is entitled to receive a fee at an annual 
rate of 0.15% of the average daily net assets of the Funds; 
(ii) the Trust may withhold a portion of this fee in the 
event that the Administrator fails to perform its duties 
according to the performance standards as set forth in the 
Agreement; and (iii) the Trust agreed to pay the 
Administrator $1,500,000 if the Trust terminates the 
Agreement within the first year and $750,000 if the Trust 
terminates the Agreement in the second year.

The Administrator is an affiliate of the Advisor and both 
are under the common control of ABN AMRO Holding N.V.  The 
Administrator, a Delaware corporation, has its principal 
business offices at 208 South LaSalle Street, Chicago, 
Illinois 60604.  ABN AMRO Holding N.V. and its subsidiaries 
and affiliates, including the Administrator, are global 
providers of financial services, including banking and 
investment management.

Prior to March 2, 1998, SEI Fund Resources (SEI) served 
as the Trusts administrator.  SEI, a Delaware business 
trust, has its principal offices at Oaks, Pennsylvania 
19456.  SEI Investments Management Corporation, a wholly-
owned subsidiary of SEI Investments Company, is the owner 
of all beneficial interest in SEI.

First Data Investor Services Group (Investor Services 
Group) serves as the Trusts sub-administrator pursuant to 
a Sub-Administration and Fund Accounting Agreement dated 
July 1, 1998 between Investor Services Group and the 
Administrator.  From March 2, 1998 until June 30, 1998, 
Investor Services Group served as the Trusts 
administrator.  Investor Services Group, a Massachusetts 
corporation, has its principal offices at 4400 Computer 
Drive, Westborough, Massachusetts 01581.  First Data 
Corporation and its subsidiaries and affiliates, including 
Investor Services Group, are leading providers of funds 
evaluation services, trust accounting systems, and 
brokerage and information services to financial 
institutions, institutional investors, and money managers.





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