REMBRANDT FUNDS, 497, 1998-04-13

REMBRANDT FUNDS
497, 1998-04-13

Previous: CHART INDUSTRIES INC, 8-K, 1998-04-13

Next: JOHNSON MUTUAL FUNDS TRUST, 497, 1998-04-13

<PAGE>

REMBRANDT FUNDS(R)
REAL ESTATE FUND
COMMON SHARES

SUPPLEMENT DATED APRIL 13, 1998 TO PROSPECTUS DATED DECEMBER 31, 1997

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 2, 1998, First Data Investor Services Group, Inc., 4400
Computer Drive, Westborough, Massachusetts 01581, became the Administrator of
Rembrandt Funds (the "Trust") and First Data Distributors, Inc., 4400 Computer
Drive, Westborough, Massachusetts 01581 became the Distributor of the Trust.
Under its administrative agreement with the Trust, First Data Investor
Services Group, Inc. 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. All shareholder inquiries should be directed to Rembrandt Funds, 4400
Computer Drive, Westborough, Massachusetts 01581, or by calling 1-800-443-
4725.

----------------

Effective March 2, 1998, the Administrator of the Trust is voluntarily waiving
a portion of its fee for each Fund. Accordingly, please replace "PORTFOLIO
EXPENSES" on page 4 of the Prospectus with the following:

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.

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES(1) (As a percentage of offering price)
- -------------------------------------------------------------------------------
Maximum Sales Charge Imposed on Purchases................................. None
Redemption Fee(2)......................................................... None
- -------------------------------------------------------------------------------
</TABLE>
(1) Certain financial intermediaries may impose account fees or other charges.
(2) A charge, currently $10.00, is imposed on wires of redemption proceeds.
<PAGE>

ANNUAL OPERATING EXPENSES (As a percentage of average net assets)
<TABLE>
- --------------------------------------------------------------------------------
<S> <C>
Advisory Fees (after fee waivers)(1)...................................... 70%
12b-1 Fees................................................................ None
Other Expenses (after fee waivers)(2)..................................... .63%
- --------------------------------------------------------------------------------
Total Operating Expenses (after fee waivers)(3)........................... 1.33%
- --------------------------------------------------------------------------------
</TABLE>
(1) The Advisor is waiving, on a voluntary basis, a portion of its fees from
the Fund. The advisor reserves the right to change the amount of or
terminate its waiver at any time in its sole discretion. Absent such
waiver, Advisory Fees would be 1.00%. See "The Advisor". "Advisory Fees"
have been restated to reflect the current fee waiver.
(2) The Administrator is waiving, on a voluntary basis, a portion of its fees
from the Fund. The Administrator reserves the right to change the amount
of or terminate its waiver at any time in its sole discretion. Absent such
waivers, "Other Expenses" would be 1.67%. "Other Expenses" for the Fund
are based on estimated amounts for the current fiscal year. "Other
Expenses" have been restated to reflect the current fee waiver.
(3) Absent waivers described above, "Total Operating Expenses" would be 2.67%.

EXAMPLE
<TABLE>
- ----------------------------------------------------------------------------
<CAPTION>
1 YR. 3 YRS.
----- ------
<S> <C> <C>
An investor would pay the following expenses on a $1,000
investment assuming
(1) 5% annual return and (2) redemption at the end of each
time period: $14 $42
- ----------------------------------------------------------------------------
</TABLE>
THE EXAMPLE IS BASED ON 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
Fund. If you purchase shares through a financial institution, you may be
charged separate fees by the financial institution. See "The Advisor" and "The
Administrator."

----------------

Effective February 27, 1998, shareholders voted to amend or eliminate certain
fundamental investment policies for the Fund. Accordingly, please replace the
section titled "INVESTMENT LIMITATIONS" on page 12 of the Prospectus with the
following:

THE FUND MAY NOT:

1. Purchase securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities, repurchase agreements involving such securities, and
investments in the real estate industry) if, as a result, more than 25%
of the total assets of the Fund are invested in the securities of one or
more issuers whose principal business activities are in the same
industry.

2. Make loans, except as permitted by the 1940 Act, and the rules and
regulations thereunder.

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.

----------------

Employees of ABN AMRO North America, Inc. or its affiliates who have arranged
to purchase shares through the Automatic Investment Plan (AIP) may open an
account with no minimum initial purchase amount.

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>

REMBRANDT FUNDS(R)
REAL ESTATE FUND

SUPPLEMENT DATED APRIL 13, 1998 TO
STATEMENT OF ADDITIONAL INFORMATION DATED DECEMBER 31, 1997

THE SUPPLEMENT PROVIDES NEW AND ADDITIONAL INFORMATION BEYOND THAT CONTAINED
IN THE STATEMENT OF ADDITIONAL INFORMATION AND SHOULD BE RETAINED AND READ IN
CONJUNCTION WITH SUCH STATEMENT OF ADDITIONAL INFORMATION, AND THE PROSPECTUS
FOR THE COMMON SHARES OF THE FUND, DATED DECEMBER 31, 1997, AS SUPPLEMENTED TO
DATE, AND THE PROSPECTUS FOR THE INVESTOR SHARES OF THE FUND, DATED MARCH ,
1998.

(1)replace the last sentence of the first paragraph on page 1 of the
Statement of Additional Information with the following:

Prospectuses may be obtained by writing to the Distributor, First Data
Distributors, Inc., 4400 Computer Drive, Westborough, Massachusetts
01581 or by calling 1-800-443-4725.

(2)replace the first two paragraphs of the section titled "THE
ADMINISTRATOR" on page 14 of the Statement of Additional Information with
the following:

The Trust and First Data Investors Services Group, Inc. (the
"Administrator"), a wholly-owned subsidiary of First Data Corporation,
have entered into an administration agreement (the "Administration
Agreement") dated February 26, 1998.

The Administrator, a Massachusetts corporation, has its principal
business offices at 4400 Computer Drive, Westborough, Massachusetts
01581. First Data Corporation and its subsidiaries and affiliates,
including the Administrator, are leading providers of fund evaluation
services, trust accounting systems, and brokerage and information
services to financial institutions, institutional investors, and money
managers.

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

(3)replace the first four paragraphs of the section titled "THE
DISTRIBUTOR" on page 14 of the Statement of Additional Information with the
following:

First Data Distributors, Inc. 4400 Computer Drive, Westborough,
Massachusetts 01581, and the Trust are parties to a distribution
agreement (the "Distribution Agreement") dated February 26, 1998. 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 "
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 a particular Fund on not less than 60
days' notice by the Trustees, by vote of a majority of the outstanding
shares of such Fund or by the Distributor.

Prior to March 2, 1998, Rembrandt Financial Services Company, Oaks,
Pennsylvania 19456, served as the Trust's distributor and is a wholly-
owned subsidiary of SEI Financial Services Company.

----------------
<PAGE>

Effective February 27, 1998, Shareholders voted to amend or eliminate certain
fundamental investment policies for each of the Funds. Accordingly, please
replace the following:

(1)replace the section titled "INVESTMENT LIMITATIONS" on page 12 of the
Statement of Additional Information with the following:

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 a 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.

NO FUND MAY:

1. Underwrite securities issued by others, except to the extent that
the Fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of shares of the Fund.

2. 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.

3. Borrow money, except that a Fund (a) may borrow money for temporary
or emergency purposes in an amount not exceeding 5% of the Fund's
total assets determined at the time of the borrowing and (b) may
borrow money from banks or by engaging in reverse repurchase
agreements. Asset coverage of at least 300% is required for all
borrowings, except where a Fund has borrowed money for temporary
purposes in amounts not exceeding 5% of its total assets.

4. Purchase or sell real estate, physical commodities, or commodities
contracts, except that each 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.

----------------

Effective April 13, 1998, Investor Shares of the Real Estate Fund will be
offered to investors. Accordingly, please replace "THE TRUST" section on page
2 with the following:

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
theses differences between Common Shares and Investor Shares, each share of
each fund represents an equal proportionate interest in that fund. See
"Description of Shares." This Statement of Additional Information relates
to the Real Estate Fund.

----------------

In addition, please insert the following paragraphs after the section titled
"THE DISTRIBUTOR" on page 14:

RULE 12B-1 FEES

The Trust has adopted a distribution plan for the Investor Shares of the
Fund (the "Investor Shares Plan") in accordance with the provisions of Rule
12b-1 under the 1940 Act, which regulates circumstances under which an
investment company may directly bear expenses relating to the distribution
of its shares.
<PAGE>

Continuance of the Distribution Plan must be approved annually by a
majority of the Trustees of the Trust and by a majority of the Trustees who
are not "interested persons" of the Trust or the Distributor, as that term
is defined in the 1940 Act ("Disinterested Trustees"). The Distribution
Plan requires that quarterly written reports of amounts spent under the
Investor Shares Plan and the purposes of such expenditures be furnished to
and reviewed by the Trustees. In accordance with Rule 12b-1 under the 1940
Act, the Distribution Plan may be terminated with respect to the Fund by a
vote of a majority of the Disinterested Trustees, or by a vote of a
majority of the outstanding shares of the Fund. The Distribution Plan may
be amended by vote of the Trust's Board of Trustees, including a majority
of the Disinterested Trustees, cast in person at a meeting called for such
purpose, except that any change that would effect a material increase in
any distribution fee with respect to the Fund requires the approval of the
Fund's shareholders. All material amendments of the Plan will require
approval by a majority of the Trustees of the Trust and of the
Disinterested Trustees.

Pursuant to the Distribution Agreement and the Distribution Plan, Investor
Shares are subject to an ongoing distribution fee calculated on the Fund's
aggregate average daily net assets attributable to its Investor Shares.

The Distribution Plan provides for payments to the Distributor at an annual
rate of .25% of the Investor Shares average net assets. The Distribution
Plan is characterized as a compensation plan and is not directly tied to
expenses incurred by the Distributor, the payments the Distributor receives
during any year may therefore be higher or lower than its actual expenses.

The distribution-related services that may be provided under the
Distribution Plan include establishing and maintaining customer accounts
and records; aggregating and processing purchase and redemption requests
from customers; placing net purchase and redemption orders with the
Distributor; automatically investing customer account cash balances;
providing periodic statements to customers; arranging for wires; answering
customer inquiries concerning their investments; assisting customers in
changing dividend options, account designations, and addresses; performing
sub-accounting functions; processing dividend payments from the Trust on
behalf of customers; and forwarding shareholder communications from the
Trust (such as proxies, shareholder reports, and dividend distribution, and
tax notices) to these customers with respect to investments in the Trust.
Certain state securities laws may require those financial institutions
providing such distribution services to register as dealers pursuant to
state law.

Except to the extent that the Administrator or Advisor benefitted through
increased fees from an increase in the net assets of the Trust which may
have resulted in part from the expenditures, no "interested person" of the
Trust nor any Trustee of the Trust who is not an "interested person" of the
Trust had a direct or indirect financial interest in the operation of the
Distribution Plan or related agreements.

SHAREHOLDER SERVICING PLAN

The Trust has adopted a shareholder servicing plan for the Investor Shares
of the Fund (the "Shareholder Servicing Plan"). Under the Shareholder
Servicing Plan, the Distributor may perform, or may compensate other
service providers for performing, the following shareholder services:
maintaining client accounts; arranging for bank wires; responding to client
inquiries concerning services provided on investments; assisting clients in
changing dividend options, account designations and addresses; sub-
accounting; providing information on share positions to clients; forwarding
shareholder communications to clients; processing purchase, exchange and
redemption orders; and processing dividend payments.

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>

REMBRANDT FUNDS(R)
INVESTOR SHARES

SUPPLEMENT DATED APRIL 13, 1998 TO
PROSPECTUS DATED APRIL 30, 1997 AND REVISED OCTOBER 10, 1997

This supplement supersedes and replaces any existing supplements to the
Prospectus. 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 February, 1998, the Distributor of the Trust ceased its voluntary
shareholder servicing fee waiver for the Trust's non-money market funds.
Effective March 2, 1998, the Administrator is voluntarily waiving a portion of
its fee for each Fund. Accordingly, please replace "PORTFOLIO EXPENSES" on
pages 5 and 6 of the Prospectus with the following:

PORTFOLIO EXPENSES

The purposes 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 INVESTOR SHARES.

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES(1) (As a percentage of offering price)
- -------------------------------------------------------------------------------
<S> <C>
Maximum Sales Charge Imposed on Purchases................................. None
Redemption Fee(2)......................................................... None
- -------------------------------------------------------------------------------
</TABLE>
(1) Certain financial intermediaries may impose account fees or other charges.
(2) A charge, currently $10.00, is imposed on wires of redemption proceeds.
<PAGE>

ANNUAL OPERATING EXPENSES (As a percentage of average net assets)
<TABLE>
- ----------------------------------------------------------------------------------
<CAPTION>
EQUITY/BALANCED FUNDS
---------------------
LATIN
SMALL INT'L TRANS ASIAN AMERICA
VALUE GROWTH CAP EQUITY EUROPE TIGERS EQUITY BALANCED
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Advisory Fees........... .80% .80% .80% 1.00% 1.00% 1.00% 1.00% .70%
12b-1 Fees.............. .25% .25% .25% .25% .25% .25% .25% .25%
Other Expenses (after
fee waivers)(1)........ .47% .49% .55% .62% .54% .86% .83% .53%
- ----------------------------------------------------------------------------------
Total Operating Expenses
(after fee
waivers)(2)............ 1.52% 1.54% 1.60% 1.87% 1.79% 2.11% 2.08% 1.48%
- ----------------------------------------------------------------------------------
</TABLE>
(1) Absent fee waivers, "Other Expenses" for the TransEurope Fund would be
.79%. "Other Expenses" for the TransEurope and Latin America Equity Funds
are based on estimated amounts for the current year. "Other Expenses" for
the TransEurope Fund have been restated to reflect the current fee waiver.
(2) Absent waivers described above, "Total Operating Expenses" for the
TransEurope Fund would be 2.04%.

<TABLE>
- -------------------------------------------------------------------------------------------------
<CAPTION>
FIXED INCOME FUNDS
------------------
INTERMEDIATE
GOVERNMENT TAX-EXEMPT INTERNATIONAL LIMITED VOLATILITY
FIXED INCOME FIXED INCOME FIXED INCOME FIXED INCOME FIXED INCOME
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Advisory Fees (after fee
waivers)(1)............ .50% .50% .48% .80% .50%
12b-1 Fees.............. .25% .25% .25% .25% .25%
Other Expenses
(after fee
waivers)(2)............ .44% .50% .53% .74% .24%
- -------------------------------------------------------------------------------------------------
Total Operating Expenses
(after fee
waivers)(3)............ 1.19% 1.25% 1.26% 1.79% .99%
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) The Advisor is waiving, on a voluntary basis, a portion of its fee from
each Fixed Income Fund (except the International Fixed Income Fund). The
Advisor reserves the right to change the amount of or terminate its waiver
at any time in its sole discretion. Absent such waiver, "Advisory Fees"
for the Funds would be as follows: Fixed Income Fund--.60%, Intermediate
Government Fixed Income Fund--.60%, Tax-Exempt Fixed Income Fund--.60% and
Limited Volatility Fixed Income Fund--.60%. See "The Advisor." "Advisory
Fees" have been restated to reflect current fee waivers.
(2) The Administrator is waiving, on a voluntary basis, a portion of its fee
from each Fund. The Administrator reserves the right to change the amount
of or terminate its waiver at any time in its sole discretion. Absent fee
waivers, "Other Expenses" would be as follows: Fixed Income Fund--.49%,
Intermediate Government Fixed Income Fund--.55%, Tax-Exempt Fixed Income
Fund--.58%, International Fixed Income Fund--.79% and Limited Volatility
Fixed Income Fund--.49%. "Other Expenses" for the Limited Volatility Fixed
Income Fund are based on estimated amounts for the current fiscal year.
"Other Expenses" have been restated to reflect current fee waivers.
(3) Absent waivers described above, "Total Operating Expenses for the Funds"
would be as follows: Fixed Income Fund--1.34%, Intermediate Government
Fixed Income Fund--1.40%, Tax-Exempt Fixed Income Fund--1.43%,
International Fixed Income--1.84% and Limited Volatility Fixed Income
Fund--1.34%. These fee waivers are voluntary and may be discontinued at
any time.
<PAGE>

<TABLE>
- ------------------------------------------------------------------------------
<CAPTION>
MONEY MARKET FUNDS
------------------
TREASURY GOVERNMENT TAX-EXEMPT
MONEY MONEY MONEY MONEY
MARKET MARKET MARKET MARKET
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Advisory Fees (after fee waivers)(1).... .20% .20% .20% .19%
12b-1 Fees.............................. .25% .25% .25% .25%
Other Expenses (after fee waivers)(2)... .17% .21% .24% .14%
- ------------------------------------------------------------------------------
Total Operating Expenses (after fee
waivers)(3)............................ .62% .66% .69% .58%
- ------------------------------------------------------------------------------
</TABLE>
(1) The Advisor is waiving, on a voluntary basis, a portion of its fee from
each Money Market Fund (except the Government Money Market Fund). The
Advisor reserves the right to change the amount of or terminate its waiver
at any time in its sole discretion. Absent such waiver, Advisory Fees
would be as follows: Treasury Money Market Fund--.35%, Money Market Fund--
.35% and Tax-Exempt Money Market Fund--.35%. See "The Advisor." "Advisory
Fees" have been restated to reflect current fee waivers.
(2) The Administrator is waiving, on a voluntary basis, a portion of its fee
from each Fund. The Administrator reserves the right to change the amount
of or terminate its waiver at any time in its sole discretion. The
Distributor is waiving, on a voluntary basis, a portion of its shareholder
servicing fee from each Fund. The Distributor reserves the right to change
the amount of or terminate its waiver at any time in its sole discretion.
Absent such waivers, "Other Expenses" for the Funds would be as follows:
Treasury Money Market Fund--.50%, Government Money Market Fund--.47%,
Money Market Fund--.46% and Tax-Exempt Money Market Fund--.47%. "Other
Expenses" have been restated to reflect current fee waivers.
(3) Absent waivers described above, "Total Operating Expenses" for the Funds
would be as follows: Treasury Money Market Fund--1.10%, Government Money
Market Fund--.92%, Money Market Fund--1.06% and Tax-Exempt Money Market
Fund--1.07%. These fee waivers are voluntary and may be discontinued at
any time.

EXAMPLE
<TABLE>
- ------------------------------------------------------------------------------
<CAPTION>
1 YR 3 YRS 5 YRS 10 YRS
-----------------------
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a
$1,000 investment assuming (1) 5% annual return and
(2) redemption at the end of each time period:
Value Fund.......................................... $15 $48 $ 83 $181
Growth Fund......................................... 16 49 84 183
Small Cap Fund...................................... 16 50 87 190
International Equity Fund........................... 19 59 101 219
TransEurope Fund.................................... 18 56 -- --
Asian Tigers Fund................................... 21 66 113 244
Latin America Equity Fund........................... 21 65 112 241
Balanced Fund....................................... 15 47 81 177
Fixed Income Fund................................... 12 38 65 144
Intermediate Government Fixed Income................ 13 40 69 151
Tax-Exempt Fixed Income Fund........................ 13 40 69 152
International Fixed Income Fund..................... 18 56 97 211
Limited Volatility Fixed Income Fund................ 10 32 -- --
Treasury Money Market Fund.......................... 6 20 35 77
Government Money Market Fund........................ 7 21 37 82
Money Market Fund................................... 7 22 38 86
Tax-Exempt Money Market Fund........................ 6 19 32 73
- ------------------------------------------------------------------------------
</TABLE>
THE EXAMPLE IS BASED ON TOTAL OPERATING EXPENSES, EXCEPT FOR THE LATIN AMERICA
EQUITY FUND, TRANSEUROPE FUND, AND LIMITED VOLATILITY FIXED INCOME FUND, FOR
WHICH IT IS BASED ON 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 Investor Shares of the
Funds. Over the long-term, you may indirectly pay more than the maximum front-
end sales charges permitted by NASD. 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."

----------------

<PAGE>

Effective February 27, 1998, Shareholders voted to amend the investment
objective of the Treasury Money Market Fund. Accordingly, please replace the
first paragraph of the section titled "INVESTMENT OBJECTIVES AND POLICIES--
TREASURY MONEY MARKET FUND" on page 25 of the Prospectus with the following:

The Treasury Money Market Fund seeks to preserve principal value and
maintain a high degree of liquidity while providing current income by
investing in U.S. Treasury obligations.

----------------

Effective February 27, 1998, Shareholders voted to amend or eliminate certain
fundamental investment policies for each of the Funds. Accordingly, please
replace:

(1) item 2 under the section titled "INVESTMENT LIMITATIONS--No Equity,
Fixed Income or Balanced Fund may:" on page 30 of the Prospectus with the
following:

Purchase securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities and repurchase agreements involving such securities)
if, as a result, more than 25% of the total assets of the Fund are
involved in the securities of one or more issuers whose principal
business activities are in the same industry.

(2) item 3 under the section titled "INVESTMENT LIMITATIONS--No Equity,
Fixed Income or Balanced Fund may:" on page 30 of the Prospectus with the
following:

Makes loans, except as permitted by the 1940 Act, and the rules and
regulations thereunder.

(3) item 1 under the section titled "INVESTMENT LIMITATIONS--No Money Market
Fund may:" on page 30 of the Prospectus with the following;

Purchase securities of any issuer if, as a result, the Fund would
violate the diversification provisions under Rule 2a-7 of the 1940 Act.

(4) item 2 under the section titled "INVESTMENT LIMITATIONS--No Money Market
Fund may:" on page 30 of the Prospectus with the following:

Purchase securities of any issuer if, as a result, more than 25% of the
total assets of the Fund are invested in the securities of one or more
issuers whose principal business activities are in the same industry or
securities the interest upon which is paid from revenue of similar type
industrial development projects, provided that this limitation does not
apply to: (i) investment in obligations issued or guaranteed by the
U.S. Government or its agencies and instrumentalities or in repurchase
agreements involving such securities; (ii) obligations issued by
domestic branches of U.S. banks or U.S. branches or foreign banks
subject to the same regulations as U.S. banks; or (iii) tax-exempt
securities issued by government or political subdivisions of
governments.

(5) item 3 under the section titled "INVESTMENT LIMITATIONS--No Money Market
Fund may: on page 31 of the Prospectus with the following:

Make loans, except as permitted by the 1940 Act, and the rules and
regulations thereunder.

----------------

At a meeting of the Board of Trustees (the "Board") held on December 11, 1997,
the Board voted to clarify or amend certain of the investment policies of the
Funds. Accordingly, under the section of the Prospectus titled "INVESTMENT
OBJECTIVES AND POLICIES":

(1) with respect to the International Equity Fund, add the following
sentences after the last sentence of the eighth paragraph on page 17 of
the Prospectus:

The Fund may invest or hold a portion of its assets in U.S. dollars and
foreign currencies, including multinational currency units. A portion
of the Fund's total assets normally will be held in U.S. dollars.
<PAGE>

(2) with respect to the TransEurope Fund, add the following sentences after
the second sentence of the third paragraph on page 18 of the
Prospectus:

The Fund may invest or hold a portion of its assets in U.S. dollars and
European currencies, including multinational currency units. A portion
of the Fund's total assets normally will be held in U.S. dollars.

(3) with respect to the Asian Tigers Fund, add the following sentences
after the sentence at the top of page 19 of the Prospectus:

The Fund may invest or hold a portion of its assets in U.S. dollars and
Asian currencies. A portion of the Fund's total assets normally will be
held in U.S. dollars.

(4) with respect to the Latin America Equity Fund, add the following
sentences after the last sentence of the sixth paragraph on page 19 of
the Prospectus:

(5) with respect to the International Fixed Income Fund, add the following
sentences after the sentence at the top of page 24 of the Prospectus:

(6) with respect to temporary defensive investments of the Equity Funds,
Fixed Income Funds and the Balanced Fund, replace the fourth paragraph
under the section titled "GENERAL INVESTMENT POLICIES--ALL FUNDS" on
page 28 of the Prospectus with the following:

For temporary defensive purposes when the Advisor determines that
market conditions warrant, each of the Equity Funds, Fixed Income Funds
and Balanced Fund may invest up to 100% of its assets in money market
instruments, U.S. dollars and foreign currencies, including
multinational currency units.

----------------

Purchase, redemption and exchange orders for the Government Money Market Fund
and the Money Market Fund submitted to the Transfer Agent before 5:00 p.m.,
Eastern time, by accounts for which ABN AMRO North America, Inc. or its
affiliates act in a fiduciary, agency, investment advisory or custodial
capacity will become effective at the net asset value determined as of 5:00
p.m., Eastern time that same day.

----------------

The net asset value per share of the Money Market Funds is calculated as of
5:00 p.m., Eastern time.

----------------

Effective November, 1997, the portfolio manager for the Latin America Equity
Fund is Mr. Luiz Ribeiro, Jr. Accordingly, replace the second paragraph under
the section titled "THE SUB-ADVISOR" on page 33 with the following:

Luiz M. Ribeiro, Jr. has served as the portfolio manager of the Latin
America Equity Fund since November, 1997. Mr. Ribeiro has worked in various
investment management positions with ABN AMRO and/or its affiliates since
1994. From March, 1990 to June, 1993, he served with the trading desk of
Dibran DTVM Ltd.

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>

REMBRANDT FUNDS(R)
COMMON SHARES

SUPPLEMENT DATED APRIL 13, 1998 TO
PROSPECTUS DATED APRIL 30, 1997 AND REVISED OCTOBER 10, 1997

Effective March 2, 1998, First Data Investor Services Group, Inc., 4400
Computer Drive, Westborough, Massachusetts 01581, became the Administrator of
Rembrandt Funds (the "Trust") and First Data Distributors, Inc., 4400 Computer
Drive, Westborough, Massachusetts 01581 became the Distributor of the Trust.
Under its administration agreement with the Trust, First Data Investor
Services Group, Inc. 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. All shareholder inquiries should be directed to Rembrandt Funds, 4400
Computer Drive, Westborough, Massachusetts 01581, or by calling 1-800-443-
4725.

----------------

Effective March 2, 1998, the Administrator is voluntarily waiving a portion of
its fee for each Fund. Accordingly, please replace "PORTFOLIO EXPENSES" on
pages 5 and 6 of the Prospectus with the following:

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 on COMMON SHARES.

SHAREHOLDER TRANSACTION EXPENSES(1) (As a percentage of offering price)
- -------------------------------------------------------------------------------
<S> <C>
Maximum Sales Charge Imposed on Purchases................................. None
Redemption Fee(2)......................................................... None
- -------------------------------------------------------------------------------
</TABLE>
(1) Certain financial intermediaries may impose account fees or other charges.
(2) A charge, currently $10.00, is imposed on wires of redemption proceeds.
<PAGE>

ANNUAL OPERATING EXPENSES (As a percentage of average net assets)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
EQUITY/BALANCED FUNDS
---------------------
LATIN
SMALL INT'L TRANS ASIAN AMERICA
VALUE GROWTH CAP EQUITY EUROPE TIGERS EQUITY BALANCED
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Advisory Fees........... .80% .80% .80% 1.00% 1.00% 1.00% 1.00% .70%
12b-1 Fees.............. None None None None None None None None
Other Expenses ......... .22% .24% .30% .37% .54% .61% .58% .28%
- ----------------------------------------------------------------------------------
Total Operating Expenses
....................... 1.02% 1.04% 1.10% 1.37% 1.54% 1.61% 1.58% .98%
- ----------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
FIXED INCOME FUNDS
------------------
INTERMEDIATE
GOVERNMENT TAX-EXEMPT INTERNATIONAL LIMITED VOLATILITY
FIXED INCOME FIXED INCOME FIXED INCOME FIXED INCOME FIXED INCOME
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Advisory Fees (after fee
waivers)(1)............ .50% .50% .48% .80% .50%
12b-1 Fees.............. None None None None None
Other Expenses
(after fee
waivers)(2)............ .19% .25% .28% .49% .24%
- -------------------------------------------------------------------------------------------------
Total Operating Expenses
(after fee
waivers)(3)............ .69% .75% .76% 1.29% .74%
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) The Advisor is waiving, on a voluntary basis, a portion of its fee from
each Fixed Income Fund (except the International Fixed Income Fund). The
Advisor reserves the right to change the amount of or terminate its waiver
at any time in its sole discretion. "Advisory Fees" have been restated to
reflect the current fee waiver. Absent such waiver, Advisory Fees for the
Funds would be as follows: Fixed Income Fund--.60%, Intermediate
Government Fixed Income Fund--.60%, Tax-Exempt Fixed Income Fund--.60% and
Limited Volatility Fixed Income Fund --.60%. See "The Advisor".
(2) The Administrator is waiving, on a voluntary basis, a portion of its fee
from each fund. The Administrator reserves the right to change the amount
of or terminate its waiver at any time in its sole discretion. Absent fee
waivers. "Other Expenses" for the Funds would be as follows: Fixed Income
Fund--.24%, Intermediate Government Fixed Income Fund--.30%, Tax-Exempt
Fixed Income Fund--.33%, International Fixed Income Fund--.54% and Limited
Volatility Fixed Income Fund --.24%. "Other Expenses" for the Limited
Volatility Fixed Income Fund are based on estimated amounts for the
current fiscal year, "Other Expenses" have been restated to reflect
current fee waivers.
(3) Absent waivers described above, "Total Operating Expenses" for the Funds
would be as follows: Fixed Income Fund--.84%, Intermediate Government
Fixed Income Fund--.90%, Tax-Exempt Fixed Income Fund--.93%, International
Fixed Income--1.34% and Limited Volatility Fixed income Fund--.84%. These
fee waivers are voluntary and may be discontinued at any time.
<PAGE>

<TABLE>
- ------------------------------------------------------------------------------
<CAPTION>
MONEY MARKET FUNDS
------------------
TREASURY GOVERNMENT TAX-EXEMPT
MONEY MONEY MONEY MONEY
MARKET MARKET MARKET MARKET
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Advisory Fees (after fee waivers)(1).... .20% .20% .20% .19%
12b-1 Fees.............................. None None None None
Other Expenses (after fee waivers)(2)... .17% .14% .13% .14%
- ------------------------------------------------------------------------------
Total Operating Expenses (after fee
waivers)(3)............................ .37% .34% .33% .33%
- ------------------------------------------------------------------------------
</TABLE>
(1) The Advisor is waiving on a voluntary basis, a portion of its fee from
each Money Market Fund (except the Government Money Market Fund). The
Advisor reserves the right to change the amount of or terminate its waiver
at any time in its sole discretion. Absent such waiver, "Advisory Fees"
would be as follows: Treasury Money Market Fund--.35% and Tax-Exempt Money
Market Fund--.35%. See "The Advisor." "Advisory Fees" have been restated
to reflect the current free waiver.
(2) The Administrator is waiving, on a voluntary basis, a portion of its fee
from each Money Market Fund. The Administrator reserves the right to
change the amount of or terminate its waiver at anytime in its sole
discretion. Absent such waiver "Other Expenses" for the Funds would be as
follows: Treasury Money Market Fund--.25%, Government Money Market Fund--
.22%, Money Market Fund--.21% and Tax-Exempt Money Market Fund--.22%.
"Other Operating Expenses" have been restated to reflect current fee
waivers.
(3) Absent waivers described above, "Total Operating Expenses" for the Funds
would be as follows: Treasury Money Market Fund--.60%, Government Money
Market Fund--.42%, Money Market Fund--.56%, and Tax-Exempt Money Market
Fund--.57%. These fee waivers are voluntary and may be discontinued at any
time.

EXAMPLE
<TABLE>
- -------------------------------------------------------------------------------
<CAPTION>
1 YRS. 3 YRS. 5 YRS. 10 YRS.
------ ------ ------ -------
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a
$1,000 investment assuming
(1) 5% annual return and (2) redemption at the
end of each time period;
Value Fund..................................... $10 $32 $56 $125
Growth Fund.................................... 11 33 57 127
Small Cap Fund................................. 11 35 61 134
International Equity Fund...................... 14 43 75 165
TransEurope Fund............................... 16 49 -- --
Asian Tigers Fund.............................. 16 51 88 191
Latin America Equity Fund...................... 16 50 86 188
Balanced Fund.................................. 10 31 54 120
Fixed Income Fund.............................. 7 22 38 86
Intermediate Government Fixed Income........... 8 24 42 93
Tax-Exempt Fined Income Fund................... 8 24 42 94
International Fixed Income Fund................ 13 41 71 156
Limited Volatility Fixed Income Fund........... 8 24 -- --
Treasury Money Market Fund..................... 4 12 21 47
Government Money Market Fund................... 3 11 19 43
Money Market Fund.............................. 3 11 19 42
Tax-Exempt Money Market Fund................... 3 11 19 42
- -------------------------------------------------------------------------------
</TABLE>
THE EXAMPLE IS BASED ON TOTAL OPERATING EXPENSES, EXCEPT FOR THE TRANSEUROPE
FUND, LATIN AMERICA EQUITY FUND AND LIMITED VOLATILITY FIXED INCOME FUND, FOR
WHICH IT IS BASED ON 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 un understanding the various costs and expenses that
nay be directly or indirectly borne by investors in 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" and "The
Administrator."
<PAGE>

Effective February 27, 1998, shareholders voted to amend the investment
objective of the Treasury Money Market Fund. Accordingly, please replace the
first paragraph of the section titled "INVESTMENT OBJECTIVES AND POLICIES--
TREASURY MONEY" on page 24 of the Prospectus with the following:

The Treasury Money Market Fund seeks to preserve principal value and
maintain a high degree of liquidity while providing current income by
investing in U.S. Treasury obligations.

----------------

Effective February 27, 1998, Shareholders voted to amend or eliminate certain
fundamental investment policies for each of the Funds. Accordingly, please
replace:

(1)item 2 under the section titled "INVESTMENT LIMITATIONS--No Equity,
Fixed Income or Balanced Fund may:" on page 28 of the Prospectus with the
following:

Purchase securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities and repurchase agreements involving such securities)
if, as a result, more than 25% of the total assets of the Fund are
invested in the securities of one or more issuers whose principal
business activities are in the same industry.

(2)item 3 under the section titled "INVESTMENT LIMITATIONS--No Equity,
Fixed Income or Balanced Fund may:" on page 28 of the Prospectus with the
following:

Make loans, except as permitted by the 1940 Act, and the rules and
regulations thereunder.

(3)item 1 under the section titled "INVESTMENT LIMITATIONS--No Money Market
Fund may:" on page 28 of the Prospectus with the following:

Purchase securities of any issuer if, as a result, the Fund would
violate the diversification provisions under Rule 2a-7 of the 1940 Act.

(4)item 2 under the section titled "INVESTMENT LIMITATIONS--No Money Market
Fund may:" on page 29 of the Prospectus with the following:

Purchase securities of any issuer if, as a result, more than 25% of the
total assets of the Fund are invested in the securities of one or more
issuers whose principal business activities are in the same industry or
securities the interest upon which is paid from revenue of similar type
industrial development projects, provided that this limitation does not
apply to; (i) investment in obligations issued or guaranteed by the
U.S. Government or its agencies and instrumentalities or in repurchase
agreements involving such securities; (ii) obligations issued by
domestic branches of U.S. banks or U.S. branches of foreign banks
subject to the same regulations as U.S. banks; or (iii) tax-exempt
securities issued by government or political subdivisions of
governments,

(5)item 3 under the section titled "INVESTMENT LIMITATIONS--No Money Market
Fund may" on page 29 of the Prospectus with the following:

Make loans, except as permitted by the 1940 Act, and the rules and
regulations thereunder.

----------------

(1)With respect to the International Equity Fund, add the following
sentences after the last sentence of the first full paragraph on page 17 of
the Prospectus:

(2)with respect to the TransEurope Fund, add the following sentences after
the last sentence of the fourth full paragraph on page 17 of the
Prospectus:

(3)with respect to the Asian Tigers Fund, add the following sentences after
the last sentence of the third paragraph on page 18 of the Prospectus:

The Fund may invest or hold a portion of its assets in U.S. dollars and
Asian currencies. A portion of the Fund's total assets normally will be
held in U.S. dollars.

(4)with respect to the Latin America Equity Fund, add the following
sentences after the last sentence of the second paragraph on page 19 of the
Prospectus:

The Fund may invest or hold a portion of its assets in U.S. dollars and
Latin American currencies. A portion of the Fund's total assets
normally will be held in U.S. dollars.

(5)with respect to the International Fixed Income Fund, add the following
sentences after the last sentence of the first full paragraph on page 23 of
the Prospectus:

(6)with respect to temporary defensive investments of the Equity Funds,
Fixed Income Funds and the Balanced Fund, replace the third paragraph under
the section titled "GENERAL INVESTMENT POLICIES--ALL FUNDS" on page 27 of
the Prospectus with the following:

----------------

Purchase redemption and exchange orders for the Government Money Market Fund
and the Money Market Fund submitted to the Transfer Agent before 5:00 p.m.,
Eastern time, by accounts for which ABN AMRO North America, Inc. or its
affiliates act in a fiduciary, agency, investment advisory or custodial
capacity will become effective at the net asset value determined as of 5:00
p.m., Eastern time that same day.

----------------

The net value per share of the Money Market Funds is calculated as of 5:00
p.m., Eastern time.

----------------

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>

REMBRANDT FUNDS(R)
SUPPLEMENT DATED APRIL 13, 1998 TO
STATEMENT OF ADDITIONAL INFORMATION DATED APRIL 30, 1997 AND REVISED OCTOBER
10, 1997

This supplement supersedes and replaces any existing supplements to the
Statement of Additional Information. THIS SUPPLEMENT PROVIDES NEW AND
ADDITIONAL INFORMATION BEYOND THAT CONTAINED IN THE STATEMENT OF ADDITIONAL
INFORMATION AND SHOULD BE RETAINED AND READ IN CONJUCTION WITH SUCH STATEMENT
OF ADDITIONAL INFORMATION.

(1)the last sentence of the first paragraph on page 1 of the Statement of
Additional Information with the following:

Prospectuses may be obtained by writing to the Distributor, First Data
Distributors, Inc., Westborough, Massachusetts 01581 or by calling 1-
800-443-4725.

(2)the first two paragraphs of the section titled "THE ADMINISTRATOR" on
page 19 of the Statement of Additional Information with the following:

The Trust and First Data Investor Services Group, Inc. (the
"Administrator"), a wholly-owned subsidiary of First Data Corporation,
have entered into an administration agreement (the "Administration
Agreement") dated February 26, 1998.

Prior to March 2, 1998, SEI Fund Resources ("SEI") served as the
Trust's 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.

(3)the first paragraph of the section titled "DISTRIBUTION AND SHAREHOLDER
SERVICING" on page 21 of the Statement of Additional Information with the
following:

First Data Distributors, Inc., 4400 Computer Drive, Westborough,
Massachusetts 01581, and the Trust are parties to a distribution
agreement (the "Distribution Agreement") dated February 26, 1998. 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
"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 a particular Fund on not less than 60
days' notice by the Trustees, by vote of a majority of the outstanding
shares of such Fund or by the Distributor.

Prior to March 2, 1998, Rembrandt Financial Services Company, Oaks,
Pennsylvania 19456, served as the Trust's distributor and is a wholly-
owned subsidiary of SEI Financial Services Company.

(4)the third paragraph under the section titled "DISTRIBUTION AND
SHAREHOLDER SERVICING--RULE 12B-1 FEES" with the following:

The Distribution Plan provides for payments to the Distributor at an
annual rate of .25% of the Investor Shares average daily net assets.
The Distribution Plan is characterized as a compensation plan and is
<PAGE>

not directly tied to expenses incurred by the Distributor; the payments
the Distributor receives during any year may therefore be higher or
lower than its actual expenses.

----------------

Effective February 27, 1998, Shareholders voted to amend or eliminate certain
fundamental investment policies for each of the Funds. Accordingly, please
replace the following:

(1)replace the section titled "INVESTMENT LIMITATIONS" on page 14 of the
Statement of Additional Information with the following:

INVESTMENT LIMITATIONS

Each 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 a 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.

NO FUND MAY:

2. 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.

THE MONEY MARKET FUNDS MAY NOT:

1. Borrow money, except that a Fund (a) may borrow money for temporary
or emergency purposes in an amount not exceeding 5% of the Fund's
total assets determined at the time of the borrowing and (b) may
borrow money from banks or by engaging in reverse repurchase
agreements. Asset coverage of at least 300% is required for all
borrowings, except where a Fund has borrowed money for temporary
purposes in amounts not exceeding 5% of its total asses.

2. Purchase or sell real estate or physical commodities, unless
acquired as a result of ownership of securities or other instruments
(but this shall not prevent a Fund from investing in securities or
other instruments either issued by companies that invest in real
estate, backed by real estate or securities of companies engaged in
the real estate business).

THE EQUITY, FIXED INCOME AND BALANCED FUNDS MAY NOT:

2. Purchase or sell real estate, physical commodities, or commodities
contracts, except that each 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.

----------------

At a meeting of the Board of Trustees (the "Board") held on December 11, 1997,
the Board voted to eliminate certain of the non-fundamental policies of the
Funds which may be changed by the Board without a shareholder
<PAGE>

vote. Accordingly, please replace the section titled "NON-FUNDAMENTAL
POLICIES" on page 16 of the Statement of Additional Information with the
following:

The foregoing percentages (except for the limitation on illiquid
securities below) 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.

NON-FUNDAMENTAL POLICY

No Fund may invest in illiquid securities in an amount exceeding, in
the aggregate, 15% of the Fund's net assets (except for all Money
Market Funds for which the limit is 10%).

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>

REMBRANDT FUNDS (R)
INVESTOR SHARES
APRIL 13, 1998
- --------------------------------------------------------------------------------

Real Estate Fund

- --------------------------------------------------------------------------------

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 December 31, 1997 (as revised April
13, 1998) 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.

Investor Shares of Rembrandt Funds (the "Trust") are offered to individuals and
institutional investors through financial intermediaries which have established
a dealer agreement with the Distributor. Investors in the Investor Shares are
referred to hereinafter as "Shareholders."
- --------------------------------------------------------------------------------

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.

THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY ANY BANK. 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 TRUST'S SHARES
INVOLVES RISK, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL
AMOUNT INVESTED.
<PAGE>

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
(R)

FUND HIGHLIGHTS ________________________________________________________________
The following summary provides basic information about the Investor 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 The Fund invests in equity securities whose values may
RISK 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. Certain securities
in which the Fund may invest may be subject to the risks
associated with both the direct ownership of real estate
and investing in securities of foreign issuers. See "Risk
Factors" and "Description of Permitted Investments and
Risk Factors" in this prospectus, and the Statement of
Additional Information.

MANAGEMENT ABN AMRO Asset Management (USA) Inc. (the "Advisor")
PROFILE (formerly LaSalle Street Capital Management, Ltd.)
serves as the Advisor to the Funds. First Data Investor
Services Group, Inc. (the "Administrator") serves as the
Administrator and shareholder servicing agent of the
Trust. First Data Investor Services Group, Inc. serves as
transfer agent ("Transfer Agent") and dividend disbursing
agent for the Trust. First Data Distributors, Inc., an
affiliate of the Administrator (the "Distributor"),
serves as distributor of the Trust's shares. See "The
Advisor," "The Administrator" and "The Distributor."

MANAGEMENT
PROFILE ABN AMRO Asset Management (USA) Inc. (the "Advisor")
(formerly LaSalle Street Capital Management, Ltd.) serves
as the Advisor to the Funds. First Data Investor Services
Group, Inc. (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. First Data Distributors, Inc., an affiliate of the
Administrator (the "Distributor"), serves as distributor
of the Trust's shares. See "The Advisor," "The
Administrator" and "The Distributor."

TABLE OF
CONTENTS

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.................................... 13
The Administrator.............................. 13
The Transfer Agent............................. 14
The Distributor................................ 14
Performance.................................... 15
Taxes.......................................... 16
Additional Information About Doing Business
With Us....................................... 18
General Information............................ 19
Description of Permitted Investments and
Risk Factors.................................. 21

2
<PAGE>

YOUR ACCOUNT You may open an Investor Shares account with a minimum
AND DOING amount of $2,000 per Fund and make additional investments
BUSINESS WITH with as little as $100. However, please contact your
US financial intermediary for its specific requirements
regarding minimum initial and subsequent purchase amounts.
Purchases and 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 your financial intermediary.
SERVICE
CONTACTS

3
<PAGE>

PORTFOLIO EXPENSES _____________________________________________________________

SHAREHOLDER TRANSACTION EXPENSES(1) (As a percentage of offering price)
- --------------------------------------------------------------------------------
Maximum Sales Charge Imposed on Purchases None
Redemption Fee(2) None
- --------------------------------------------------------------------------------
(1) Certain financial intermediaries may impose account fees or other charges.
(2) A charge, currently $10.00, is imposed on wires of redemption proceeds.

ANNUAL OPERATING EXPENSES (As a percentage of average net assets)
- --------------------------------------------------------------------------------
Advisory Fees (after fee waivers)(1) .70%
12b-1 Fees .25%
Other Expenses (after fee waivers) (2) .88%
- -------------------------------------------------------------------------
Total Operating Expenses (after fee
waivers)(3) 1.83%
- -------------------------------------------------------------------------
(1) The Advisor is waiving, 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 fee waivers, Advisory Fees would be
1.00%.
(2) The Administrator is waiving, on a voluntary basis, a portion of its fee
from the Fund. The Administrator reserves the right to change the amount of
or terminate its waiver at any time in its sole discretion. Absent such
waivers, "Other Expenses" would be 1.92%. "Other Expenses" for the Fund are
based on estimated amounts for the current fiscal year.
(3) Absent waivers described above, Total Operating Expenses would be 3.17%.

EXAMPLE
- --------------------------------------------------------------------------------
1 YR. 3 YRS.
----- ------
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: $19 $58
- --------------------------------------------------------------------------------
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 Investor Shares of the Fund.
Over the long-term, you may indirectly pay more than the maximum front-end
sales charges permitted by NASD. 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."

<PAGE>

................................................................................

[LOGO APPEARS HERE](R)

WHAT IS AN
INTERMEDIARY?

Any entity, such
as a bank, bro-
ker-dealer,
other financial
institution, as-
sociation or or-
ganization that
has entered into
an arrangement
with the Dis-
tributor to sell
Fund shares to
its customers.
................................................................................

YOUR ACCOUNT AND DOING BUSINESS WITH US
Investor Shares of the Fund are sold on a continuous basis and may be purchased
through financial institutions or broker-dealers which have established a
dealer agreement with the Distributor ("Intermediaries"). The Fund may make
Investor Shares available to other investors in the future. Shares of the Fund
are offered only to residents of states and other jurisdictions in which the
shares are eligible for purchase. For more information about the following
topics, see "Additional Information About Doing Business with Us."
- --------------------------------------------------------------------------------

HOW TO BUY, Shares of the Fund may be purchased through Intermediaries
REDEEM AND which provide various services to their customers. Each
EXCHANGE SHARES Intermediary may impose its own rules regarding investing in
the Fund, 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 shareholder
services and 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 an 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 an Intermediary, you should call
the Intermediary to request this change.

Other Purchases of Investor Shares may be made by direct deposit or
Information Automated Clearing House transactions if your Intermediary
Regarding offers such services. Please contact your Intermediary to
Purchases find out if these services are available to you and for more
information about direct deposit or Automated Clearing House
transactions. Your Intermediary also may impose a wire charge
on purchases. No certificates representing shares will be
issued.

Automatic You may systematically buy Investor Shares through deductions
Investment from your checking account, 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 should
contact your Intermediary to find out if the AIP is available
to you. You may obtain an AIP application form by calling
1-800-443-4725 or by contacting your Intermediary.

5
<PAGE>

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
Shares? some or all of your Investor Shares for Investor Shares of
other Funds within the Trust. Exchanges are made at net asset
value.
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 exchange shares, you should contact your Intermediary,
Exchange of who will contact DST Systems, Inc., 1004 Baltimore Avenue,
Kansas City, Missouri 64105 (the "Transfer Agent") and effect
the exchange on your behalf.
If an Exchange Request in good order is received by the
Transfer Agent by the time the Fund's net asset value is
calculated on any Business Day, the exchange usually will
occur on that day. Your Intermediary may have earlier cutoff
times for Exchange Requests. Please contact your Intermediary
for more information about their exchange policies.

-------------------------------------------------------------------------------
HOW DOES AN
LOGO (R) 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.
-----------------------------------------------------------------------------

6
<PAGE>

REDEMPTION OF You may redeem your shares on any Business Day. Redemption
SHARES requests must be made directly to your Intermediary.
Redemption orders must be received by the time the net asset
value is calculated. Your Intermediary may have earlier cutoff
times for redeeming shares. Please contact your Intermediary
for more information regarding redemption orders.
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 or to a commercial bank account
previously designated either on the Account Application or by
written instruction to the Transfer Agent.

Redemption Payment to shareholders for shares redeemed generally will be
Proceeds made within seven days after receipt by the Transfer Agent of
the valid request for 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.
You may have redemption proceeds mailed to your address or
mailed or wired to a commercial bank account previously
designated on your Account Application. There is no charge
for having redemption proceeds mailed to a designated bank
account. Under most circumstances, payments will be wired on
the next Business Day following receipt of a valid request
for redemption. Redemption proceeds may be transferred by
wire for a wire charge of $10.00, which is deducted from the
amount of the redemption. Redemption proceeds may not be
transmitted by Federal Reserve wire on federal holidays
restricting wire transfers.

Communications 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

- --------------------------------------------------------------------------------
WHAT IS A
SIGNATURE
LOGO (R) GUARANTEE?

A signature guarantee verifies 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.
-------------------------------------------------------------------------------

7
<PAGE>

active, or other extraordinary circumstances exist, and an
Intermediary experiences difficulties placing redemption
orders by telephone, the Intermediary may wish to consider
placing the order by other means. Your Intermediary may not
close your account by telephone. Please contact your
Intermediary for more information regarding its specific
requirements for written and telephone requests for
redemptions and signature guarantee requirements.

Other All redemption orders are effected at the net asset value
Information per share next determined after receipt of a valid request
Regarding for 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
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 of Investor Shares 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. You should contact
your Intermediary to find out if a SWP is available to you
and for information about the SWP. A SWP Application Form
may be obtained by calling 1-800-443-4725 or by contacting
your Intermediary.
You should realize that if withdrawals exceed income
dividends, your invested principal in your 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, your original investment could be
exhausted entirely. To participate in the SWP, you must have
your dividends automatically reinvested. To change or cancel
the SWP, please contact your Intermediary.

8
<PAGE>

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 a
Nationally Recognized Statistical Rating Organization
("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.
Convertible securities that are fixed income securities will
be rated in the four highest rating categories by an NRSRO.
The Fund may invest up to 100% of its assets in equity
securities of foreign companies principally engaged in the
real estate industry.

- --------------------------------------------------------------------------------

WHAT ARE INVESTMENT
LOGO (R) 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.
- --------------------------------------------------------------------------------

9
<PAGE>
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.
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 the 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,
U.S. dollars and foreign currencies, including multinational
currency units. 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

10
<PAGE>

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.
Certain of these securities that are issued by foreign
companies may be subject to the risks associated with
investing in foreign securities in addition to the risks
associated with the direct ownership of real estate.

REITs Because the 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 (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.

Fixed Income There is a risk that the current interest rate on floating
Securities 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 The Fund may invest in securities of foreign issuers.
Securities 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 financial standards
and requirements, greater securities market volatility, less
liquidity of

11
<PAGE>

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. Foreign securities that are issued by
companies principally engaged in the real estate industry
may be subject to the risks associated with the direct
ownership of real estate in addition to the risks associated
with investing in foreign securities.

Non- The Fund is non-diversified for purposes of the 1940 Act,
Diversification 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.

Concentration The Fund will concentrate its investments in securities of
companies primarily engaged in the real estate industry. As
a result, the Fund may be more susceptible to the risks
associated with the direct ownership of real estate than an
investment company that does not concentrate its investments
in this manner.

INVESTMENT
LIMITATIONS ___________________________________________________________________
The Fund may not:
1. Purchase securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities; repurchase agreements
involving such securities; and investments in the real
estate industry) if, as a result, more than 25% of the
total assets of the Fund are invested in the securities
of one or more issuers whose principal business
activities are in the same industry.
2. Make loans, except as permitted by the 1940 Act, and the
rules and regulations thereunder.
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.

12
<PAGE>

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 Fund. The Advisor may
voluntarily waive a portion of its fee in 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, 1997, total
assets under management by the Advisor were approximately
$5.8 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 December,
1996, and served as a senior financial analyst and
development accounting manager with Center Mart Properties
from November 1988 to January 1995.

THE ADMINISTRATOR ______________________________________________________________
First Data Investor Services Group, Inc. provides the Trust
with administrative services, including fund accounting,
regulatory reporting, necessary office space, equipment,
personnel and facilities.
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 Fund.

- --------------------------------------------------------------------------------
INVESTMENT
LOGO (R) 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.
- --------------------------------------------------------------------------------

13
<PAGE>

THE TRANSFER
AGENT __________________________________________________________________________
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.

DISTRIBUTION AND
SHAREHOLDER SERVICING __________________________________________________________
First Data Distributors, Inc. (the "Distributor"), 4400
Computer Drive, Westborough, Massachusetts 01581, and the
Trust are parties to a distribution agreement (the
"Distribution Agreement").
The Fund has adopted plans under which firms, including
the Distributor, may provide shareholder and administrative
services to Investor Shares shareholders for compensation.
Under each plan, the Distributor may provide those services
itself, or may enter into arrangements under which third
parties provide such services and are compensated by the
Distributor.
The Trust has a distribution plan with respect to
Investor Shares (the "Distribution Plan"). As provided in
the Distribution Plan, the Trust pays a fee of .25% of the
average daily net assets of Investor Shares of the Fund to
the Distributor as compensation for its services. From this
amount, the Distributor may make payments to financial
institutions and intermediaries such as banks, savings and
loan associations, insurance companies, and investment
counselors, broker-dealers, and the Distributor's affiliates
and subsidiaries as compensation for services, reimbursement
of expenses incurred in connection with distribution
assistance, or provision of shareholder services. The
Distribution Plan is characterized as a compensation plan
since the distribution fee is paid to the Distributor
without regard to the distribution or shareholder services
expenses incurred by the Distributor or the amount of
payments made to financial institutions and intermediaries.
In addition, the Trust has a shareholder servicing plan
with respect to Investor Shares (the "Shareholder Servicing
Plan"). As provided in the Shareholder Servicing Plan, the
Trust pays a fee of .25% of the average daily net assets of
the Investor Shares of the Fund to the Distributor in
exchange for the Distributor (or its agent's) efforts in
maintaining client accounts, arranging bank wires,
responding to client inquiries concerning services provided
or investment, and assisting clients in purchase, redemption
and exchange transactions and changing their dividend
options, account designations and addresses.
It is possible that an institution may offer different
classes of shares to its customers and differing services to
the classes, and thus receive compensation with respect to
different classes. These financial institutions may also
charge separate fees to their customers.

14
<PAGE>

The Trust also offers Common Shares, which are sold
without a 12b-1 fee or shareholder servicing fee, primarily
to individuals and institutional investors directly and
through wrap programs, retirement plans, discount brokerage
programs, and various brokerage firms. For more information
about Common Shares, you may call 1-800-433-4725.

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.

15
<PAGE>

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
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
the Fund income tax 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
Distributions income (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

- --------------------------------------------------------------------------------

LOGO (R) TAXES

You must pay taxes on your Fund's earnings, whether you take your payments in
cash or additional shares.

- --------------------------------------------------------------------------------

LOGO (R) 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.
-------------------------------------------------------------------------------

16
<PAGE>

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.
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.

17
<PAGE>

...............................................................................

[LOGO APPEARS HERE](R)

BUY, EXCHANGE AND
SELL REQUESTS ARE IN
"GOOD ORDER" WHEN:

. The account
number and
Fund name are
shown
. The amount of
the transac-
tion is speci-
fied in dol-
lars or shares
. Signatures of
all owners ap-
pear exactly
as they are
registered on
the account
. Any required
signature
guarantees (if
applicable)
are included
. Other support-
ing legal doc-
uments (as
necessary) are
present
................................................................................

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").

A purchase order for Investor Shares will be effective as
of the day received by the Transfer Agent if the Transfer
Agent receives the order before net asset value is calculated.
However, an 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 the investor 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. 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
reserves the right to reject a purchase order for Investor
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.

Maintaining a Due to the relatively high cost of handling small
Minimum Account investments, the Fund reserves the right to redeem your
Balance shares, at net asset value, if, because of redemptions of
shares by or on your behalf, your account in the Fund has a
value of less than $2,000, the minimum purchase amount.
Accordingly, if you purchase shares of any Fund in only the
minimum investment amount, you may be subject to such
involuntary redemption if you thereafter redeem any of the
shares. 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.

Your Intermediary also may have requirements for
maintaining a minimum account balance. You should contact
your Intermediary for information about any such
arrangements.

18
<PAGE>

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
(normally 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 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, 1997,
the Limited Volatility Fixed Income Fund and TransEurope
Fund had not commenced operations. Each Fund, except the
Latin America Equity Fund, currently 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.

19
<PAGE>

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 Shareholder inquiries should be directed to the
Inquiries Administrator, Westborough, Massachusetts 01581 at 1-800-
443-4725.

Dividends Substantially all of the net investment income (not
including capital gains) of the Real Estate Fund is
distributed in the form of monthly dividends. Shareholders
who own shares at the 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 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.

20
<PAGE>

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 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

21
<PAGE>

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 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 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

22
<PAGE>

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.

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

23
<PAGE>

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 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

24
<PAGE>

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.