REMBRANDT FUNDS, DEFS14A, 1998-02-10

REMBRANDT FUNDS
DEFS14A, 1998-02-10

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<PAGE>

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

Rembrandt Funds(R)
------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

same
-----------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11(1).

1) Title of each class of securities to which transaction applies:
------------------------------------------------

2) Aggregate number of securities to which transaction applies:
------------------------------------------------

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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

4) Proposed maximum aggregate value of transaction:

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

5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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

2) Form, Schedule or Registration Statement No.:

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

3) Filing Party:

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

4) Date Filed:

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<PAGE>

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

IMPORTANT SHAREHOLDER INFORMATION

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

THE DOCUMENT YOU HOLD IN YOUR HANDS CONTAINS YOUR PROXY STATEMENT AND PROXY
CARD(S). A PROXY CARD IS, IN ESSENCE, A BALLOT. WHEN YOU VOTE YOUR PROXY
CARD(S), IT TELLS US HOW TO VOTE ON YOUR BEHALF ON IMPORTANT ISSUES RELATING TO
YOUR FUND. IF YOU SIMPLY SIGN THE PROXY CARD(S) WITHOUT SPECIFYING A VOTE, YOUR
SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES. YOU HAVE RECEIVED ONE PROXY CARD FOR EACH FUND IN WHICH YOU OWN
SHARES.

WE URGE YOU TO SPEND A FEW MINUTES WITH THE PROXY STATEMENT, AND THEN FILL OUT
AND RETURN YOUR PROXY CARD(S). VOTING YOUR PROXIES, AND DOING SO PROMPTLY,
ENSURES THAT THE FUNDS WILL NOT NEED TO CONDUCT ADDITIONAL MAILINGS. WHEN
SHAREHOLDERS DO NOT RETURN THEIR PROXIES IN SUFFICIENT NUMBERS, WE HAVE TO MAKE
FOLLOW-UP SOLICITATIONS, WHICH MAY COST YOUR FUND MONEY.

PLEASE TAKE A FEW MOMENTS TO EXERCISE YOUR RIGHT TO VOTE. THANK YOU.

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

REMBRANDT FUNDS (R)

[LOGO OF REMBRANDT FUNDS (R) APPEARS HERE]

<PAGE>

REMBRANDT FUNDS (R)

VALUE FUND
GROWTH FUND
SMALL CAP FUND
INTERNATIONAL EQUITY FUND
ASIAN TIGERS FUND
LATIN AMERICA EQUITY FUND
REAL ESTATE FUND
INTERMEDIATE GOVERNMENT FIXED INCOME FUND
TAX-EXEMPT FIXED INCOME FUND
INTERNATIONAL FIXED INCOME FUND
FIXED INCOME FUND
BALANCED FUND
TREASURY MONEY MARKET FUND
GOVERNMENT MONEY MARKET FUND
MONEY MARKET FUND
TAX-EXEMPT MONEY MARKET FUND

Dear Shareholder,

A Shareholder Meeting of the Value Fund, Growth Fund, Small Cap Fund,
International Equity Fund, Asian Tigers Fund, Latin America Equity Fund, Real
Estate Fund, Intermediate Government Fixed Income Fund, Tax-Exempt Fixed
Income Fund, International Fixed Income Fund, Fixed Income Fund, Balanced
Fund, Treasury Money Market Fund, Government Money Market Fund, Money Market
Fund, and Tax-Exempt Market Fund (each a "Fund" and, together, the "Funds") of
Rembrandt Funds (the "Trust") has been scheduled for Friday, February 27,
1998. If you were a shareholder of record as of the close of business on
Friday, January 16, 1998, you are entitled to vote at the meeting or any
adjournment of the meeting.

While you are, of course, welcome to join us at the meeting, most
shareholders cast their votes by filling out and signing the enclosed proxy
card(s). Whether or not you plan to attend the meeting, we need your vote.
Please promptly mark, sign, date and return the enclosed proxy card(s) in the
enclosed postage-paid envelope so that the maximum number of shares may be
voted.

The attached proxy statement is designed to give you information relating to
each of the proposals on which you will be asked to consider and vote. We
encourage you to support the Trustees' recommendations. The proposals
described in the proxy statement relate to the following matters:

1. Consideration and election of four nominees to the Board of Trustees
of the Trust (voted on by shareholders of the Trust as a whole).

2. Amending or eliminating certain fundamental investment policies for
each of the Funds (voted on separately by shareholders of each Fund).

3. Approving an amendment to the investment objective of the Treasury
Money Market Fund (voted on by shareholders of the Treasury Money Market
Fund only).

4. Taking such other action and considering such other business as may
properly come before the meeting.

Your vote is important to us. Please do not hesitate to call 1-800-443-4725
if you have any questions about the proposals under consideration. Thank you
for taking the time to consider these important proposals and for your
investment in the Rembrandt Funds.

Sincerely,

[SIGNATURE APPEARS HERE]

David G. Lee, President
Rembrandt Funds

<PAGE>

REMBRANDT FUNDS (R)
2 OLIVER STREET
BOSTON, MASSACHUSETTS 02109

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 27, 1998

Notice is hereby given that a Special Meeting of Shareholders of Rembrandt
Funds (the "Trust"), will be held in the offices of the Trust's administrator,
SEI Fund Resources, One Freedom Valley Road, Oaks, Pennsylvania 19456, on
Friday, February 27, 1998 at 10:00 a.m., Eastern time (the "Meeting").
Shareholders of each series of the Trust (each a "Fund" and together, the
"Funds") are eligible to vote at the Meeting. At the Meeting, shareholders of
the Funds (the "Shareholders") will be asked to consider and act on the

1. Proposal to elect four nominees for the Board of Trustees of the Trust
(voted on by Shareholders of the Trust as a whole).

2. Proposals to amend or eliminate certain fundamental investment policies for
each of the Funds (voted on separately by Shareholders of each Fund).

3. Proposal to amend the investment objective of the Treasury Money Market
Fund (voted on by Shareholders of the Treasury Money Market Fund only).

The enclosed proxy card(s) ("Proxy" or "Proxies") permits Shareholders of
the Trust to vote FOR, or WITHHOLD authority to vote for, all of the nominees
for the Board of Trustees of the Trust by checking a single box, or to vote
FOR, or WITHHOLD authority to vote for, each individual nominee. In addition,
the Proxies permit Shareholders to vote FOR or AGAINST the proposals relating
to certain fundamental investment policies of the Funds and the Proposal to
change the Treasury Money Market Fund's investment objective, or to WITHHOLD
authority to vote on these proposals.

In accordance with their own discretion, the proxies are authorized to vote
on such other business as may properly come before the Meeting.

By Order of the Board of Trustees

[SIGNATURE APPEARS HERE]

Richard W. Grant, Secretary

All Shareholders of the Funds are cordially invited to attend the Meeting.
However, if you are unable to be present at the Meeting, we ask that you
promptly mark, sign, date and return each Proxy in the enclosed, postage-paid
envelope, so that the Meeting may be held and a maximum number of shares may
be voted.

Only Shareholders of record at the close of business on January 16, 1998,
are entitled to notice of, and to vote at, the Meeting or any adjournments
thereof.

<PAGE>

INFORMATION ABOUT YOUR PROXY STATEMENT

Q. WHY AM I RECEIVING THIS PROXY STATEMENT?

A. To consider and act upon proposals to: (1) elect a new Board of Trustees;
(2) amend or eliminate certain fundamental investment policies for each
Fund; and (3) approve an amendment to the Treasury Money Market Fund's
investment objective.

Q. HOW WILL THIS AFFECT MY ACCOUNT?

A. Generally, none of the proposals will affect your account. You can expect
the same level of management expertise and shareholder service that you
currently receive. The nominees to the Board of Trustees are well
qualified to serve as Trustees of the Trust. Nonetheless, it is
anticipated that the changes to each of the Fund's fundamental policies
will improve the Fund's abilities to adapt to developments in the
securities market, will enable the Funds to achieve a higher degree of
management efficiency and will reduce the need for costly and perfunctory
shareholder meetings in the future. Similarly, the amendment to the
Treasury Money Market Fund's investment objective is expected to provide
the Fund with greater management flexibility and a higher degree of
management efficiency.

Q. WHY DO I NEED TO VOTE?

A. Your vote is needed to ensure that the proposals can be acted upon. Your
immediate response on the enclosed proxy card(s) will help prevent the
need for further solicitations for a shareholder vote. We encourage all
shareholders to participate in the governance of the Trust.

Q. HOW DOES THE BOARD OF TRUSTEES SUGGEST THAT I VOTE?

A. After careful consideration, the Board of Trustees unanimously recommends
that you vote "FOR" each item proposed on the enclosed proxy card(s).

Q. WHO IS PAYING FOR EXPENSES RELATED TO THE SHAREHOLDER MEETING?

A. The Trust will pay for expenses relating to the shareholder meeting.

Q. WHERE DO I MAIL MY PROXY CARDS?

A. You may use the enclosed postage-paid envelope or mail your proxy card(s)
to: Rembrandt Funds, Post Office Box 948, Farmingdale, New York 11735-
9855.

Q. WHOM DO I CALL IF I HAVE QUESTIONS?

A. We will be happy to answer your questions about the proxy solicitation.
Please call us at 1-800-443-4725 between 8:30 a.m. and 8:00 p.m., Eastern
time, Monday through Friday.

<PAGE>

REMBRANDT FUNDS (R)
2 OLIVER STREET
BOSTON, MASSACHUSETTS 02109

PROXY STATEMENT

This proxy statement (the "Proxy Statement") is furnished in connection with
the solicitation of proxies by the Board of Trustees of Rembrandt Funds (the
"Trust") on behalf of the Value Fund, Growth Fund, Small Cap Fund,
International Equity Fund, Asian Tigers Fund, Latin America Equity Fund, Real
Estate Fund, Intermediate Government Fixed Income Fund, Tax-Exempt Fixed
Income Fund, International Fixed Income Fund, Fixed Income Fund, Balanced Fund
(the "Non-Money Market Funds") Treasury Money Market Fund, Government Money
Market Fund, Money Market Fund, and Tax-Exempt Money Market Fund, (the "Money
Market Funds") (each a "Fund" and, together, the "Funds") for use at the
Special Meeting of Shareholders to be held on Friday, February 27, 1998 at
10:00 a.m., Eastern time, in the offices of SEI Fund Resources, One Freedom
Valley Road, Oaks, Pennsylvania 19456, and at any adjourned session thereof
(such meeting and any adjournment thereof are hereinafter referred to as the
"Meeting"). This Proxy Statement is being mailed to shareholders on or about
February 2, 1998.

The primary purposes of the Meeting are to: (i) ask shareholders to elect a
new Board of Trustees; (ii) ask shareholders of each Fund to approve
amendments to, or the elimination of, certain fundamental investment policies
for each of their Fund(s); and (iii) ask shareholders of the Treasury Money
Market Fund to approve an amendment to the Fund's investment objective.

If you do not expect to be present at the Special Meeting and wish your
shares to be voted, please date and sign the enclosed proxy card(s) ("Proxy"
or "Proxies") and mail it in the enclosed reply envelope, allowing sufficient
time for the Proxy to be received on or before Friday, February 27, 1998. No
postage is required if the Proxy is mailed in the United States. If the
accompanying Proxy(ies) is executed properly and returned, shares represented
by it will be voted at the Special Meeting in accordance with the instructions
on the Proxy(ies). However, if no instructions are specified, shares will be
voted FOR each proposal listed below (each a "Proposal" and, together, the
"Proposals"). All shareholders of the Funds are entitled to vote on Proposal 1
and Proposals 11-15. Only shareholders of the Non-Money Market Funds are
entitled to vote on Proposals 2 and 3. Only shareholders of the Money Market
Funds are entitled to vote on Proposals 4-10. Only shareholders of Treasury
Money Market Fund are entitled to vote on Proposal 16. Shareholders may revoke
their Proxies at any time prior to the time they are voted by giving written
notice to the President of the Trust at One Freedom Valley Road, Oaks,
Pennsylvania 19456, by delivering subsequently dated Proxies or by attending
and voting at the Meeting. This Proxy Statement solicits votes on proposals
affecting more than one Fund as set forth below. Shareholders may vote only on
those Proposals affecting the Fund or Funds of which they are shareholders.
<PAGE>

<TABLE>
<CAPTION>
PROPOSAL SHAREHOLDERS ENTITLED TO VOTE
- -----------------------------------------------------------------------------
<C> <S>
Proposal 1 Shareholders of the Trust as a whole
(Election of Trustees)
- -----------------------------------------------------------------------------
Proposals 2 and 3 Shareholders of each Non-Money Market Fund of
(Non-Money Market Funds-- the Trust vote separately
Fundamental Policies)
- -----------------------------------------------------------------------------
Proposals 4-10 Shareholders of each Money Market Fund of the
(Money Market Funds-- Trust vote separately
Fundamental Policies)
- -----------------------------------------------------------------------------
Proposals 11-15 Shareholders of each Fund of the Trust vote
(All Funds--Fundamental separately
Policies)
- -----------------------------------------------------------------------------
Proposal 16 Shareholders of the Treasury Money Market Fund
(Treasury Money Market Fund-- only
Investment Objective)
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

Shareholders of record at the close of business on January 16, 1998 (the
"Shareholders") are entitled to vote at the Meeting. The table below sets
forth the approximate number of shares ("Shares") issued and outstanding for
each of the Funds being solicited by this Proxy Statement as of January 16,
1998 (the "Record Date").

<TABLE>
<CAPTION>
SHARES
FUND OUTSTANDING
---- -----------
(AS OF
JANUARY 16,
1998)
<S> <C>
Non-Money Market Funds
Value Fund.................................................. 13,644,485
Growth Fund................................................. 9,717,571
Small Cap Fund.............................................. 3,184,268
International Equity Fund................................... 5,677,562
Asian Tigers Fund........................................... 4,720,411
Latin America Equity Fund................................... 2,580,632
Real Estate Fund............................................ 350,785
Intermediate Government Fixed Income Fund................... 5,193,717
Tax-Exempt Fixed Income Fund................................ 3,923,078
International Fixed Income Fund............................. 1,616,651
Fixed Income Fund........................................... 13,932,317
Balanced Fund............................................... 5,859,212
Money Market Funds
Treasury Money Market Fund.................................. 205,295,481
Government Money Market Fund................................ 273,756,117
Money Market Fund........................................... 785,951,520
Tax-Exempt Money Market Fund................................ 266,500,078
</TABLE>

Each whole Share held entitles the holder of record to one vote, and each
fractional Share held entitles the holder of record to a proportionate
fractional vote, on each matter to be acted upon at the Meeting.

The expenses of the Special Meeting will be borne by the Trust. In addition
to the solicitation of Proxies by mail, Trustees and officers of the Trust,
and officers and employees of SEI Fund Resources, the Trust's

2
<PAGE>

administrator (the "Administrator"), may solicit Proxies in person or by
telephone. Persons holding Shares as nominees will, upon request, be
reimbursed for their reasonable expenses incurred in sending solicitation
materials to their principals.

THOSE SHAREHOLDERS WHO WISH TO VOTE FOR OR AGAINST ALL OF THE NOMINEES FOR
THE BOARD OF TRUSTEES MAY CHECK A SINGLE BOX ON THE PROXY CARDS(S).
SHAREHOLDERS MAY ALSO VOTE FOR OR AGAINST THE NOMINEES INDIVIDUALLY.

The Trust will furnish, without charge, a copy of the most recent Annual
Report to Shareholders of the Trust and the most recent Semi-Annual Report
succeeding such Annual Report, if any, on request. Requests should be directed
to the Trust at Oaks, Pennsylvania 19456, or by calling 1-800-443-4725.

3
<PAGE>

INTRODUCTION

The Meeting is being called in order to permit Shareholders of the Trust to
elect a new Board of Trustees, and to vote on issues related to certain
fundamental investment policies of each Fund, as well as an amendment to the
Treasury Money Market Fund's investment objective.

Proposal 1 regarding the election of a new Board of Trustees requires action
by all the Shareholders of the Trust. Proposals 2-15 relate to proposed
changes to certain fundamental investment policies of each Fund. Proposal 16
relates to an amendment to the Treasury Money Market Fund's investment
objective.

Essentially, Proposals 2-15 amend certain existing fundamental investment
policies and eliminate others entirely. The Investment Company Act of 1940
(the "1940 Act") requires that investment companies adopt certain investment
policies, including investment limitations that can be changed only by a
shareholder vote. Investment companies may also elect to designate other
policies as policies that may only be changed by a shareholder vote. Both
types of policies are referred to as "fundamental" policies. With respect to
fundamental policies, each Fund is treated as a separate investment company
and each Fund adopts its own fundamental policies and limitations.

The Funds' fundamental investment policies and limitations are set forth in
the Trust's prospectuses and statement of additional information. The Trustees
have elected to modify or, in some cases, eliminate the Funds' fundamental
policies as set forth below in order to: (1) update the policies and
limitations to reflect regulatory developments; (2) improve the Funds'
abilities to adapt to developments in the securities markets; and (3) improve
management efficiency by making the Funds' policies as consistent as possible.
In some cases, the Funds adopted fundamental policies to comply with federal
or state regulatory requirements that have been changed or eliminated. In
addition, securities markets are evolving rapidly and the Trustees believe
that the Funds' advisers need flexibility, subject to Trustees' oversight and
general considerations of prudence, to invest each Fund's assets according to
the latest developments. For these reasons, the Trustees believe that
investment policies should only be fundamental where specifically required by
law. With respect to Proposals 2 -15, the fundamental nature of each Fund's
investment objective, as distinguished from its investment limitations, will
not be changed. The amendments to a Fund's fundamental policies will become
effective immediately upon Shareholder approval. For each Fund, if a proposal
is not approved by vote of the Shareholders of the Fund, the current
limitation as applied to the Fund will remain unchanged.

PROPOSAL 1. TO CONSIDER AND ACT UPON A PROPOSAL TO ELECT A NEW BOARD OF
TRUSTEES.

At the Meeting, it is proposed that four Trustees be elected to hold office.
The persons named in the accompanying Proxy intend, in the absence of contrary
instructions, to vote all Proxies on behalf of the Shareholders FOR the
election of Messrs. Arnold F. Brookstone, William T. Simpson, Robert Feitler
and John A. Wing (each a "Nominee" and together, the "Nominees"). Messrs.
Brookstone and Simpson are currently members of the Board of Trustees. Each of
the Nominees has consented to being named in this Proxy Statement and to
serving as a Trustee if elected. The Trust knows of no reason why any Nominee
would be unable or unwilling to serve as a Trustee if elected. Should any of
the Nominees become unable or unwilling to accept nomination or election prior
to the Meeting, the persons named in the Proxy will vote such other nominees
as the current Board of Trustees may recommend.

Messrs. Brookstone and Simpson will continue to serve as Trustees after the
election of the new members of the Board. Effective upon the election of each
of the Nominees, Mr. Robert Nesher will no longer serve as a Trustee of the
Trust. Upon each Nominee's election and qualification, the four Nominees
listed below will constitute the entire Board of Trustees of the Trust, until
such time as the Board of Trustees may vote to change or alter the
constitution of the Board. Fewer nominees are named in this Proxy Statement
than the number fixed pursuant to the Trust's By-Laws. After the qualification
and election of the Nominees, the new Board of Trustees expects to appoint an
additional Trustee. Proxies cannot be voted for a greater number of persons
than the number of Nominees named in this Proxy Statement.

4
<PAGE>

The Trust is organized as a business trust under the laws of the
Commonwealth of Massachusetts. Under Massachusetts law, the Trust is not
required to hold annual meetings. The Trust has availed itself of this
provision and will achieve cost savings by eliminating printing costs, mailing
charges and other expenses involved in routine annual meetings. Because the
Trust does not hold regular annual shareholder meetings, each Nominee, if
elected, will hold office until a successor is elected and duly qualified.

Even without routine annual meetings, the Board of Trustees may call special
meetings of shareholders for action by shareholder vote as may be required by
the 1940 Act, or as required or permitted by the Declaration of Trust and By-
Laws of the Trust. In compliance with the 1940 Act, shareholder meetings will
be held under certain circumstances. The Trust also may hold shareholder
meetings for other purposes, including to approve changes to investment
policies, a new investment advisory agreement or other matters requiring
shareholder action under the 1940 Act.

A meeting may also be called by shareholders holding at least 10% of the
shares entitled to vote at the meeting for the purpose of voting upon the
removal of Trustees, in which case shareholders may receive assistance in
communicating with other shareholders as if the provisions contained in the
1940 Act applied.

THE NOMINEES

The following information is provided for each of the four Nominees. It
includes the Nominee's name, number of shares of the Trust beneficially owned,
principal occupation(s) or employment during the past five years, and
directorships with other companies which file reports periodically with the
Securities and Exchange Commission. Messrs. Brookstone and Simpson are
currently Trustees of the Trust. Messrs. Robert Feitler and John A. Wing have
not previously served as Trustees. As of January 16, 1998, the Nominees as a
group beneficially owned an aggregate of less than 1% of the Shares of each
Fund of the Trust, and the Trustees and officers of the Trust as a group
beneficially owned an aggregate of less than 1% of the Shares of each Fund of
the Trust.

<TABLE>
<CAPTION>
BUSINESS EXPERIENCE DURING THE
PAST FIVE YEARS SHARES BENEFICIALLY
NAME, AGE AND POSITION (INCLUDING ALL OWNED AS OF JANUARY
WITH TRUST DIRECTORSHIPS)/1/ 16, 1998/2/
---------------------- ------------------------------ -------------------
<C> <S> <C>
Arnold F. Brookstone, 68 Executive Vice President, Chief None
Chairman and Member of Financial Officer & Planning
Audit Committee; Officer, Stone Container
Trustee since 1992. Corporation, May 1965-January
1996; retired January 1996;
Director, Donnelly Corporation;
Director, MFRI, Inc.; Director,
Stone-Consolidated Inc.;
Director, Venepal, S.A.C.A.;
Member of Joint Management
Committee, Florida East Coast
Paper.

William T. Simpson, 70 Head of Trust PNC Bank of KY None
Member of Audit (State Bank), 1973-92.
Committee; Trustee
since 1992.

Robert Feitler, 67 Chairman of Executive None
Nominee Committee, Board of Directors,
Weyco Group, Inc., 1996-
present; President and
Director, Weyco Group, Inc.,
1968-1996; Director, Associated
Banc-Corp; Director, Associated
Bank Milwaukee; Director,
Strattec Security Corp.;
Director, TC Manufacturing
Company.

John A. Wing, 62 /3/ Chairman, Chief Executive Asian Tigers
Nominee Officer & President, ABN AMRO Fund: 4,412/4/
Asset Management (USA) Inc.,
January 1997-present; Chairman
and Chief Executive Officer,
ABN AMRO Capital Markets
Holding, Inc., January 1997-
present; Chairman and Chief
Executive Officer, ABN AMRO
Chicago Corporation, January
1997-present; Chairman and
Chief Executive Officer,
January 1981-January 1997.
Director, Chicago Board Options
Exchange; Director and
Chairman, Illinois Humanities
Council; Director, Futures
Industry Association; Director
and Chairman, Risk Management
Committee of the Commercial
Club; Director, AmerUs Life
Insurance; Director, Illinois
Institute of Technology;
Director and Chairman, Stuart
School of Business; Director,
WTTW; and Director, Music of
the Baroque.
</TABLE>

5
<PAGE>

- --------
/1/ Communications may be directed to the Nominees care of SEI Fund Resources,
One Freedom Valley Road, Oaks, PA 19456.
/2/ This information has been provided by each Nominee.
/3/ Mr. Wing will be an interested person of the Trust in light of his positions
with the Adviser and its affiliates.
/4/ These shares are owned through retirement plans offered to certain personnel
of the Adviser and its affiliates.

COMPENSATION OF TRUSTEES

Each Trustee who is not an interested person within the meaning of the 1940
Act ("Disinterested Trustee") receives an aggregate annual fee, plus
reimbursement for reasonable out-of-pocket expenses incurred in connection
with attendance at board and committee meetings, from the Trust. The Trust
pays each Disinterested Trustee $10,000 per annum plus $1,000 per Board
meeting attended and reimbursement for travel and out-of-pocket expenses.
Members of the Audit Committee receive no additional fees or reimbursements.

MEETINGS AND COMMITTEES OF THE BOARD OF TRUSTEES

All Trustees attended the regular Board of Trustees meetings held in March,
June, September, and December 1997. All Trustees attended the Special Meeting
of the Board of Trustees held in August 1997.

The Board of Trustees has an Audit Committee. The Audit Committee advises
the Board of Trustees regarding the appointment of the Trustee's independent
accountants and meets with the Trust's financial officers to review the
conduct of accounting and internal controls. The members of the Audit
Committee during the fiscal year ended December 31, 1997 were Messrs.
Brookstone (Chairman) and Simpson, each of whom is a Disinterested Trustee.
The Audit Committee met on three occasions during the fiscal year ended
December 31, 1997, and both members attended each meeting. The Board does not
have a standing nominating or compensation committee.

The following represents the compensation paid to each current Trustee for
the fiscal year ended December 31, 1997.

<TABLE>
<CAPTION>
TOTAL COMPENSATION
FROM REGISTRATION
AGGREGATE AND FUND COMPLEX
COMPENSATION FROM PENSION OR PAID TO TRUSTEES
REGISTRANT FOR THE RETIREMENT BENEFITS ESTIMATED ANNUAL FOR THE FISCAL
NAME OF PERSON, FISCAL YEAR ENDED ACCRUED AS PART OF BENEFITS UPON YEAR ENDED
POSITION DECEMBER 31, 1997 FUND EXPENSES RETIREMENT DECEMBER 31, 1997
--------------- ------------------ ------------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Arnold F. Brookstone
Chairman and Member
of Audit Committee;
Trustee $14,000 N/A N/A $14,000
William T. Simpson
Member of Audit
Committee; Trustee $14,000 N/A N/A $14,000
Robert A. Nesher*
Trustee $ 0 N/A N/A $ 0
</TABLE>
- --------

* Mr. Nesher is an "interested" person of the Trust. Effective upon the
election of each of the Nominees, Mr. Nesher will no longer serve as a
Trustee of the Trust.

6
<PAGE>

EXECUTIVE OFFICERS

Information about the Trust's principal executive officers, including their
names, dates of birth, position(s) with the Trust, length of service at such
position(s), and principal occupation or employment during the past five
years, is set forth below.

<TABLE>
<CAPTION>
DATE OF PRINCIPAL OCCUPATION OR
NAME BIRTH POSITION WITH THE TRUST EMPLOYMENT***
---- ------- ----------------------- -----------------------
<S> <C> <C> <C>
David G. Lee* 4/16/52 President and Chief Senior Vice President of the
Executive Officer since Administrator and
December 16, 1993 Distributor

Kevin P. Robins* 4/15/61 Vice President and Assistant Senior Vice President and
Secretary since December 16, General Counsel of SEI, the
1993 Administrator and
Distributor

Sandra K. Orlow* 10/18/53 Vice President and Assistant Vice President and Assistant
Secretary since September Secretary or SEI, the
17, 1992 Administrator and
Distributor

Kathryn L. Stanton* 11/19/58 Vice President and Assistant Vice President, Assistant
Secretary since June 23, Secretary of SEI, the
1994 Administrator and
Distributor

Todd B. Cipperman* 2/14/66 Vice President and Assistant Vice President and Assistant
Secretary since June 22, Secretary of SEI, the
1995 Administrator and
Distributor

Marc H. Cahn* 6/19/57 Vice President and Assistant Vice President Assistant
Secretary since June 20, Secretary of SEI, the
1996 Administrator and
Distributor

Barbara A. Nugent* 6/18/56 Vice President and Assistant Vice President and Assistant
Secretary since June 20, Secretary of SEI, the
1996 Administrator and
Distributor

James F. Volk* 8/28/62 Controller and Chief Director of Investment
Financial Officer since June Accounting Operations of
9, 1997 SEI, the Administrator and
Distributor

Richard W. Grant** 10/25/45 Secretary since December 16, Partner, Morgan, Lewis &
1993 Bockius LLP

John H. Grady, Jr.** 6/1/61 Assistant Secretary since Partner, Morgan, Lewis &
December 15, 1994 Bockius LLP
</TABLE>
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* Address: SEI, Oaks, Pennsylvania 19456
** Address: Morgan, Lewis & Bockius LLP, 1800 M Street, NW, Washington, DC
20036
*** The Administrator of Rembrandt Funds is SEI Fund Resources and the
Distributor of Rembrandt Funds is Rembrandt Financial Services Company.
SEI is SEI Investments Company, the parent of the Administrator and
Distributor.

Officers of the Trust receive no direct remuneration for service in such
capacity from the Trust. Officers of the Trust who are employees of the
Administrator or its affiliates may be considered to have received
remuneration indirectly.

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BOARD APPROVAL OF THE NOMINEES FOR TRUSTEE

At the meeting of the Board of Trustees of the Trust held on December 11,
1997, the Trustees voted to recommend that Shareholders of the Trust elect a
new Board of Trustees. After due consideration, the Board of Trustees,
including all Disinterested Trustees, unanimously approved each Nominee to
serve as a member of the Board of Trustees, subject to Shareholder approval.
In considering the Nominees for election as Trustees of the Trust, the
Trustees took into account the qualifications of each of the Nominees and
concern for the continued efficient conduct of the Trust's business. The
current Trustees will continue to serve as Trustees until Shareholders approve
the election of the Nominees to the Board.

In accordance with Rule 12b-1 under the 1940 Act, the selection and
nomination of Mr. Robert Feitler, who will be a Disinterested Trustee, was
carried out by Messrs. Brookstone and Simpson, who are currently Disinterested
Trustees.

SHAREHOLDER APPROVAL OF THE ELECTION OF TRUSTEES

The persons named in the accompanying Proxy intend, in the absence of
contrary instructions, to vote all Proxies in favor of the election of each
Nominee. A Shareholder may vote for or against any or all of the Nominees. If
you return an executed Proxy, but give no voting instructions, your shares
will be voted FOR all Nominees named herein for Trustees.

If a quorum is present in person or by proxy, the favorable vote of a
majority of shares represented at the Meeting is required to elect Trustees.
If any Nominee is not approved by the Shareholders of the Trust, the Board
will consider alternative nominations.

THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE FOR EACH NOMINEE.

PROPOSAL 2. TO CONSIDER AND ACT UPON A PROPOSAL TO AMEND EACH NON-MONEY MARKET
FUND'S FUNDAMENTAL INVESTMENT POLICY CONCERNING BORROWING.

At the Meeting, the Shareholders of each Non-Money Market Fund will vote
separately regarding the amendment of each Fund's fundamental investment
policy with respect to borrowing. This policy is currently stated as follows:

No Fund may borrow money in an amount exceeding 33 1/3% of the value of
its total assets, provided that, for purposes of this limitation,
investment strategies which either obligate a Fund to purchase securities
or require a Fund to segregate assets are not considered to be borrowing.
Except where a its total assets, asset coverage of at least 300% is
required for all Fund has borrowed money for temporary purposes in amounts
not exceeding 5% of its total assets, asset coverage of at least 300% is
required for all borrowings.

Upon Shareholder approval, this policy will be revised to read:

No Fund may 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.

The primary purpose of this Proposal is to amend and update each Non-Money
Market Fund's fundamental investment policy on borrowing and to clarify its
application in light of current law and regulatory interpretations. The
language of the current policy was adopted to comply with state regulatory
requirements, which have been eliminated as a result of recent federal
legislation. However, Section 13 of the 1940 Act requires all funds to adopt a
fundamental policy regarding borrowing. This Proposal will enable each Fund to
meet its regulatory requirements under Section 13 of the 1940 Act while
simultaneously affording each Fund increased flexibility in making investment
decisions. As amended, the policy also will enable the Funds to take advantage
of changing market conditions.

8
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If the Proposal is approved, the amended fundamental investment policy
regarding borrowing may not be changed with respect to a Fund without the
approval of the shareholders of that Fund.

THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR PROPOSAL 2.

PROPOSAL 3. TO CONSIDER AND ACT UPON A PROPOSAL TO AMEND EACH NON-MONEY MARKET
FUND'S FUNDAMENTAL INVESTMENT POLICY CONCERNING CONCENTRATION.

At the Meeting, Shareholders of each Non-Money Market Fund will vote
separately regarding the amendment of each Fund's fundamental investment
policy with respect to concentration. This policy is currently stated as
follows:

No Fund may purchase any securities which would cause more than 25% of
the total assets of the Fund to be invested in the securities of one or
more issuers conducting their principal business activities in the same
industry, provided that this limitation does not apply to investments in:
with respect to the Real Estate Fund, the real estate industry; obligations
issued or guaranteed by the U.S. Government or its agencies and
instrumentalities; and repurchase agreements involving such securities. For
purposes of this limitation (i) utility companies will be divided according
to their services, for example, gas, gas transmission, electric and
telephone will each be considered a separate industry; (ii) financial
service companies will be classified according to the end users of their
services, for example, automobile finance, bank finance and diversified
finance will each be considered a separate industry; and (iii)
supranational entities will be considered to be a separate industry.

Upon Shareholder approval, this policy will be revised to read:

No Fund may 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
with respect to the Real Estate Fund, 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.

The primary purpose of this Proposal is to amend and update each Non-Money
Market Fund's fundamental investment policy on concentration, to permit
greater flexibility in making investment decisions, and to clarify its
application in light of rapidly changing law, regulatory interpretations,
industry developments, and market conditions. Section 13 of the 1940 Act
requires all funds to adopt a fundamental policy regarding concentration. This
Proposal will enable each Fund to meet its regulatory requirements under
Section 13 of the 1940 Act while simultaneously affording each Fund increased
flexibility in making investment decisions. Eliminating the portion of the
current policy which describes certain industries will enable each Fund to
respond and adapt to rapidly changing industry developments and market
conditions.

If the Proposal is approved, the amended fundamental investment policy
regarding concentration may not be changed with respect to a Fund without the
approval of the shareholders of that Fund.

THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR PROPOSAL 3.

PROPOSAL 4. TO CONSIDER AND ACT UPON A PROPOSAL TO AMEND EACH MONEY MARKET
FUND'S FUNDAMENTAL INVESTMENT POLICY CONCERNING CONCENTRATION.

At the Meeting, the Shareholders of each Money Market Fund will vote
separately regarding the amendment of each Money Market Fund's fundamental
investment policy with respect to concentration. This policy is currently
stated as follows:

9
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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 and
in repurchase agreements involving such securities; and (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.
For purposes of this limitation, (i) loan participations are considered to
be issued by both the issuing bank and the underlying corporate borrower;
(ii) utility companies will be divided according to their services, for
example, gas, gas transmission, electric and telephone will each be
considered a separate industry; (iii) financial service companies will be
classified according to the end users of their services, for example,
automobile finance, bank finance and diversified finance will each be
considered a separate industry; and (iv) supranational entities will be
considered to be a separate entity.

Upon Shareholder approval, this policy will be revised to read:

No Fund may 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.

Similar to Proposal 4, the primary purpose of this Proposal is to amend and
update each Money Market Fund's fundamental investment policy on concentration
and to permit greater flexibility in light of rapidly changing laws,
regulatory interpretations and industry developments. Section 13 of the 1940
Act requires all funds to adopt a fundamental policy regarding concentration.
This Proposal will enable each Money Market Fund to meet its regulatory
requirements under Section 13 of the 1940 Act while simultaneously affording
each Fund increased flexibility in making investment decisions. Eliminating
the portion of the policy which describes certain issuers and industries will
enable each Fund to respond and adapt to rapidly changing industry
developments and market conditions.

If the Proposal is approved, the amended fundamental policy may not be
changed with respect to a Fund without the approval of the shareholders of
that Fund.

THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR PROPOSAL 4.

PROPOSAL 5. TO CONSIDER AND ACT UPON A PROPOSAL TO AMEND EACH MONEY MARKET
FUND'S FUNDAMENTAL INVESTMENT POLICY CONCERNING DIVERSIFICATION.

At the Meeting, Shareholders of each Money Market Fund will vote separately
regarding the amendment of each Money Market Fund's fundamental investment
policy with respect to diversification of assets.

This policy is currently stated as follows:

No Fund may purchase securities of any issuer (except securities issued
or guaranteed by the U.S., its agencies or instrumentalities and repurchase
agreements involving such securities) if, as a result, more than 5% of the
total assets of the Fund would be invested in the securities of such issuer
or more than 10% of the outstanding voting securities of such issuer would
be owned by the Fund. Each Money Market Fund, except the Tax-Exempt Money
Market Fund, may invest up to 25% of its assets in securities of a single
issuer for a period of up to three business days if such securities qualify
as "first tier securities" under applicable SEC rules.

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<PAGE>

Upon Shareholder approval, this policy will be revised to read:

No Fund may purchase securities of any issuer if, as a result, the Fund
would violate the diversification provisions under Rule 2a-7 of the 1940
Act.

The primary purpose of this Proposal is to amend and update each Money
Market Fund's fundamental investment policy on diversification to permit
greater flexibility in making investment decisions and to clarify its
application in light of rapidly changing law and regulatory interpretations.
The adoption of the proposed policy concerning diversification will enable
each Money Market Fund to invest according to current regulatory
interpretations as they develop.

All funds that hold themselves out to the public as money market funds or
that adopt the term "money market" in their name are required to comply with
Rule 2a- 7 under the 1940 Act. In addition, Section 13 of the 1940 Act
requires all funds to adopt a fundamental policy regarding diversification of
assets. In recent years, Rule 2a-7 under the 1940 Act, which sets forth
detailed guidelines and requirements for the operation of money market funds,
including diversification requirements, has been the subject of considerable
regulatory focus. Specifically, Rule 2a-7 has been amended three times since
1991.

The Trustees believe that, in light of these recent regulatory developments,
the Money Market Funds should be permitted to invest their assets in
accordance with the most current regulatory interpretations and amendments to
the rule as they develop. Should Rule 2a-7 be amended in the future, the
Trustees will be able to change the Funds' investments accordingly, without a
shareholder vote. This Proposal will enable each Money Market Fund to meet its
regulatory requirements under Section 13 of, and Rule 2a-7 under, the 1940 Act
while simultaneously affording each Fund increased flexibility in making
investment decisions and allowing each Fund to respond quickly to changing
market conditions. The amendment of this policy is intended to make clear that
the Money Market Funds may purchase the securities of any issuer to the extent
permitted by Rule 2a-7 under the 1940 Act.

Rule 2a-7 places certain limits on a money market fund's investments in the
securities of any one issuer in order to limit investment risk. Under recently
adopted amendments to Rule 2a-7, money market funds are generally required to
limit their investments in the securities of a single issuer to 5% of their
total assets. In addition, Rule 2a-7 generally requires money market funds to
limit their investments in certain securities rated in the second highest
category by any nationally recognized statistical rating organization to 1% of
their total assets.

If the Proposal is approved, the amended fundamental investment policy
cannot be changed with respect to a Fund without the approval of the
shareholders of that Fund.

THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR PROPOSAL 5.

PROPOSAL 6. TO CONSIDER AND ACT UPON A PROPOSAL TO AMEND EACH MONEY MARKET
FUND'S FUNDAMENTAL INVESTMENT POLICY CONCERNING BORROWING.

At the Meeting, the Shareholders of each Money Market Fund will vote
separately regarding the amendment of each Money Market Fund's fundamental
investment policy with respect to borrowing. This policy is currently stated
as follows:

No Fund may borrow money except for temporary or emergency purposes and
then only in an amount not exceeding one-third of the value of total
assets. Any borrowing will be done from a bank and to the extent that such
borrowing exceeds 5% of the value of the Fund's assets, asset coverage of
at least 300% is required. In the event that such asset coverage shall at
any time fall below 300%, the Fund shall, within three days thereafter or
such longer period as the SEC may prescribe by rules and regulations,
reduce the amount of its borrowings to such an extent that the asset
coverage of such borrowings shall be at least 300%. This borrowing
provision is included solely to facilitate the orderly sale of portfolio
securities to accommodate heavy redemption requests if they should occur
and is not for investment purposes. All borrowings will be repaid before
making additional investments and any interest paid on such borrowings will
reduce income.

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Upon Shareholder approval, this policy will be revised to read:

The primary purpose of this Proposal is to amend and update each Money
Market Fund's fundamental investment policy on borrowing and to clarify its
application in light of current law and regulatory interpretations. The
language of the current policy was adopted to comply with certain state
regulatory requirements, which have been eliminated as a result of recent
federal legislation. However, Section 13 of the 1940 Act requires all funds to
adopt a fundamental policy regarding borrowing. This Proposal will enable each
Money Market Fund to meet its regulatory requirements under Section 13 of the
1940 Act while simultaneously affording each Fund increased flexibility in
making investment decisions. As amended, the policy will enable the Funds to
take advantage of changing market conditions.

If the Proposal is approved, the amended fundamental investment policy
regarding borrowing cannot be changed with respect to a Fund without the
approval of the shareholders of that Fund.

THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR PROPOSAL 6.

PROPOSAL 7. TO CONSIDER AND ACT UPON A PROPOSAL TO ELIMINATE EACH MONEY MARKET
FUND'S FUNDAMENTAL INVESTMENT POLICY CONCERNING PLEDGING,
MORTGAGING OR HYPOTHECATING ASSETS.

At the Meeting, the Shareholders of each Money Market Fund will vote
separately regarding the elimination of each Money Market Fund's fundamental
investment policy with respect to pledging, mortgaging or hypothecating
assets. This policy is currently stated as follows:

No Fund may pledge, mortgage or hypothecate assets, except to secure
temporary borrowings permitted by [the policy] above, in aggregate amounts
not to exceed 10% of total assets taken at current value at the time of the
incurrence of such loan, except as permitted with respect to securities
lending.

Upon Shareholder approval, this policy will be eliminated.

The primary purpose of this Proposal is to remove each Money Market Fund's
fundamental investment policy on pledging, mortgaging or hypothecating assets
in light of current law and regulatory interpretations. This policy was
adopted to comply with state regulatory requirements, which have been
eliminated as a result of recent federal legislation. Because it is no longer
necessary for the Funds to comply with this policy, the Trustees believe that
the Funds would benefit from increased flexibility in making investment
decisions. The elimination of this policy is not expected to significantly
affect the way the Money Market Funds are managed or the way securities or
instruments are selected for the Funds. However, the Trustees are requesting
approval of the Proposal at this time to reduce the costs associated with
holding a shareholder meeting in the future to approve such a proposal.

THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR PROPOSAL 7.

PROPOSAL 8. TO CONSIDER AND ACT UPON A PROPOSAL TO ELIMINATE EACH MONEY MARKET
FUND'S FUNDAMENTAL INVESTMENT POLICY CONCERNING SHORT SALES AND
MARGIN SALES.

At the Meeting, the Shareholders of each Money Market Fund will vote
separately regarding the elimination of each Money Market Fund's fundamental
investment policy with respect to short sales and margin sales. This policy is
currently stated as follows:

No Fund may make short sales of securities, maintain a short position or
purchase securities on margin, except that the Trust may obtain short-term
credits as necessary for the clearance of security transactions.

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Upon Shareholder approval, this policy will be eliminated.

The primary purpose of this Proposal is to remove each Money Market Fund's
fundamental investment policy on short sales and margin sales in light of
current law and regulatory interpretations. This policy was adopted to comply
with state regulatory requirements, which have been eliminated as a result of
recent federal legislation. Because it is no longer necessary for the Funds to
comply with this policy, the Trustees believe that the Funds would benefit
from increased flexibility in making investment decisions. If the Proposal is
approved, the Money Market Funds may make short sales and margin sales in
conformity with Section 18 of, and Rule 2a-7 under, the 1940 Act. The
elimination of this policy is not expected to significantly affect the way in
which the Money Market Funds are managed or the way in which securities or
instruments are selected for the Funds. However, the Trustees are requesting
approval of the Proposal at this time to reduce the costs associated with
holding a shareholder meeting in the future to approve such a proposal.

THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR PROPOSAL 8.

PROPOSAL 9. TO CONSIDER AND ACT UPON A PROPOSAL TO ELIMINATE EACH MONEY MARKET
FUND'S FUNDAMENTAL INVESTMENT POLICY CONCERNING INVESTMENT IN
SECURITIES OF INVESTMENT COMPANIES.

At the Meeting, the Shareholders of each Money Market Fund will vote
separately regarding the elimination of each Money Market Fund's fundamental
investment policy with respect to investments in securities of investment
companies. This policy is currently stated as follows:

No Fund may purchase securities of other investment companies except for
money market funds and then only as permitted by the 1940 Act and the rules
and regulations thereunder. The Money Market Funds will invest in shares of
another money market fund only if (i) such other money market fund is
subject to Rule 2a-7 under the 1940 Act; (ii) such other money market fund
has investment criteria equal to or higher than those of the investing
Money Market Fund; and (iii) the Trust's Board of Trustees monitors the
activities of such other money market fund.

Upon Shareholder approval, this policy will be eliminated.

The primary purpose of this Proposal is to remove each Money Market Fund's
fundamental investment policy regarding investment in securities of investment
companies in light of current law and regulatory interpretations. If the
Proposal is approved, the Money Market Funds may invest in securities of
investment companies, subject to the limitations of the 1940 Act and each
Money Market Fund's investment objectives and policies. The ability of mutual
funds such as the Funds to invest in other investment companies is restricted
by the 1940 Act. The federal restrictions set forth in Section 12(d) of the
1940 Act remain fully applicable to each Fund. In addition, the Money Market
Funds must comply with the requirements of Rule 2a-7, and their investment
objectives and policies. This Proposal will afford the Funds increased
flexibility in making investment decisions and allow the Funds to respond to
rapidly changing market conditions. Further, the elimination of this
fundamental investment policy will provide increased investment opportunities
for the Funds, and which may enable the Funds to enhance their performance.

THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR PROPOSAL 9.

PROPOSAL 10. TO CONSIDER AND ACT UPON A PROPOSAL TO ELIMINATE EACH MONEY
MARKET FUND'S FUNDAMENTAL INVESTMENT POLICY CONCERNING INVESTMENT
IN PUTS, CALLS, OPTIONS OR COMBINATIONS THEREOF.

At the Meeting, the Shareholders of each Money Market Fund will vote
separately regarding the elimination of each Money Market Fund's fundamental
investment policy with respect to investments in puts, calls, options or
combinations thereof. This policy is currently stated as follows:

No Fund may write or purchase puts, calls, options or combinations
thereof.

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Upon Shareholder approval, this policy will be eliminated.

The primary purpose of this Proposal is to remove each Money Market Fund's
fundamental investment policy concerning investment in puts, calls, options or
combinations thereof. If the Proposal is approved, the Money Market Funds may
invest in puts, calls, options or combinations thereof to the extent
consistent with the 1940 Act, including Rule 2a-7 thereunder, and each Money
Market Fund's investment objectives and policies. This policy was adopted by
the Funds to comply with certain state regulatory requirements, which have
been eliminated as a result of recent federal legislation. Because it is no
longer necessary for the Funds to comply with this policy, the Trustees
believe that the Funds would benefit from increased flexibility in making
investment decisions. The elimination of this policy will enable the Funds to
take advantage of changing market conditions. The Money Market Funds have no
present intention to substantially alter their investment strategies in this
regard. However, the Trustees are requesting approval of the Proposal at this
time to reduce the costs associated with holding a shareholder meeting in the
future to approve such a proposal.

A put option gives the purchaser of the option the right to sell, and the
writer of the option the obligation to buy, the underlying security at any
time during the option period. A call option gives the purchaser of the option
the right to buy, and the writer of the option the obligation to sell, the
under lying security at any time during the option period. A Fund may purchase
put and call options to protect against a decline in the market value of the
securities in its portfolio or to anticipate an increase in the market value
of the securities that the Fund may seek to purchase in the future. The Funds
pay a premium for the put and call options that they purchase. If price
movements in the underlying securities are such that exercise of the options
would not be profitable for a Fund, loss of the premium paid may be offset by
an increase in the value of the Fund's securities or by a decrease in the cost
of acquisition of securities by the Fund.

THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR PROPOSAL 10.

PROPOSAL 11. TO CONSIDER AND ACT UPON A PROPOSAL TO ELIMINATE EACH FUND'S
FUNDAMENTAL INVESTMENT POLICY CONCERNING ACQUISITIONS OF VOTING
SECURITIES.

At the Meeting, the Shareholders of each Fund will vote separately regarding
the elimination of each Fund's fundamental investment policy with respect to
acquiring voting securities. This policy is currently stated as follows:

No Fund may acquire more than 10% of the voting securities of any one
issuer.

Upon Shareholder approval, this policy will be eliminated.

The primary purpose of the Proposal is to remove each Fund's fundamental
investment policy regarding the acquisition of voting securities in light of
current law and regulatory interpretations. If the Proposal is approved, each
Fund may acquire the voting securities of any one issuer to the extent
consistent with the 1940 Act. Further, any acquisitions in such securities
are, of course, subject to each Fund's investment objective and policies,
including each Fund's fundamental policy regarding diversification of assets,
as well as to Internal Revenue Code limitations regarding diversification. The
Funds have no present intention to substantially alter their investment
strategies in this regard. However, the Trustees are requesting approval of
the Proposal at this time to reduce the costs associated with holding a
shareholder meeting in the future to approve such a proposal. The elimination
of this policy is intended to make clear that the Funds may acquire the voting
securities of any one issuer to the extent permitted by law.

THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR PROPOSAL 11.

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PROPOSAL 12. TO CONSIDER AND ACT UPON A PROPOSAL TO ELIMINATE EACH FUND'S
FUNDAMENTAL INVESTMENT POLICY CONCERNING INVESTMENTS FOR CONTROL
PURPOSES.

At the Meeting, the Shareholders of each Fund will vote separately regarding
the elimination of each Fund's fundamental investment policy with respect to
investing in companies for control purposes. This policy is currently stated
as follows:

No Fund may invest in companies for the purpose of exercising control.

Upon Shareholder approval, this policy will be eliminated.

The primary purpose of the Proposal is to remove each Fund's fundamental
investment policy regarding investment for control purposes in light of
current law and regulatory interpretations. If the Proposal is approved, each
Fund may invest in companies for the purpose of exercising control to the
extent consistent with its investment objective and policies. The Funds have
no present intention to substantially alter their investment strategies in
this regard. Further, it is unlikely that a Fund would invest in a company for
the purpose of exercising control. However, the Trustees are requesting
approval of the Proposal at this time to reduce the costs associated with
holding a shareholder meeting in the future to approve such a proposal.

THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR PROPOSAL 12.

PROPOSAL 13. TO CONSIDER AND ACT UPON A PROPOSAL TO AMEND EACH FUND'S
FUNDAMENTAL INVESTMENT POLICY CONCERNING UNDERWRITING.

At the Meeting, the Shareholders of each Fund will vote separately regarding
the amendment of each Fund's fundamental investment policy with respect to
underwriting securities of other issuers. This policy is currently stated as
follows:

No Fund may act as an underwriter of securities of other issuers except
as it may be deemed an underwriter under federal securities laws in selling
a Fund security.

Upon Shareholder approval, this policy will be revised to read:

No Fund may 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.

The primary purpose of this Proposal is to clarify the application of this
policy on underwriting. Section 13 of the 1940 Act requires all funds to adopt
a fundamental policy regarding underwriting. This Proposal will enable each
Fund to meet its regulatory requirements under Section 13 of the 1940 Act.
Adoption of the proposed policy concerning underwriting is not expected to
significantly affect the way in which the Funds are managed or the way in
which securities or instruments are selected for the Funds. As with the
current policy, the Funds will not underwrite securities of other issuers.
However, the proposed policy would make it explicit that although the Funds
may not underwrite securities which are issued by others, they may dispose of
a Fund's shares without violating this policy.

If the Proposal is approved, this amended fundamental investment policy may
not be changed with respect to Fund without the approval of the shareholders
of that Fund.

THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR PROPOSAL 13.

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PROPOSAL 14. TO CONSIDER AND ACT UPON A PROPOSAL TO AMEND EACH FUND'S
FUNDAMENTAL INVESTMENT POLICY CONCERNING INVESTMENT IN REAL
ESTATE AND COMMODITIES.

At the Meeting, the Shareholders of each Fund will vote separately regarding
the amendment of each Fund's fundamental investment policy with respect to
investing in real estate and commodities. This policy is currently stated as
follows:

No Fund may purchase or sell real estate, real estate limited partnership
interests, commodities or commodities contracts and interests in a pool of
securities that are secured by interests in real estate. However, subject
to their permitted investments, any Fund may invest in companies which
invest in real estate commodities or commodities contracts.

Upon Shareholder approval, this policy will be revised to read:

No Fund may 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 primary purpose of this Proposal is to amend and update each Fund's
fundamental investment policy on investment in real estate and commodities
interpretations. Section 13 of the 1940 Act requires all funds to adopt a
fundamental policy regarding purchasing and selling real estate and
commodities. This Proposal will enable each Fund to meet its regulatory
requirements under Section 13 of the 1940 Act while simultaneously affording
each Fund increased flexibility in making investment decisions.

The adoption of the proposed policy is not expected to significantly affect
the way in which the Funds are managed or the way in which securities or
instruments are selected for the Funds. The Funds will not acquire real estate
or physical commodities. However, the proposed policy would clarify that the
Funds may invest in commodities indirectly and in securities associated with
the real estate industry.

If the Proposal is approved, the amended fundamental investment policy may
not be changed with respect to a Fund without the approval of the shareholders
of that Fund.

THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR PROPOSAL 14.

PROPOSAL 15. TO CONSIDER AND ACT UPON A PROPOSAL TO AMEND EACH FUND'S
FUNDAMENTAL INVESTMENT POLICY CONCERNING MAKING LOANS.

At the Meeting, Shareholders of each Fund will vote separately regarding the
amendment of each Fund's fundamental investment policy with respect to making
loans. This policy is currently stated as follows:

No Fund may make loans, except that a Fund may (i) purchase or hold debt
instruments in accordance with its investment objective and policies; (ii)
enter into repurchase agreements; and (iii) engage in securities lending.

Upon Shareholder approval, this policy will be revised to read:

A Fund may not make loans, except as permitted by the 1940 Act, and the
rules and regulations thereunder.

The primary purpose of this Proposal is to amend and update each Fund's
fundamental investment policy on making loans and to clarify its application
in light of current law and regulatory interpretations. Section 13 of the 1940
Act requires all funds to adopt a fundamental policy regarding making loans.
This Proposal will enable each Fund to meet its regulatory requirements under
Section 13 of the 1940 Act while simultaneously affording each Fund increased
flexibility in making investment decisions. The adoption of the proposed
policy concerning making loans is not expected to significantly affect the way
in which the Funds are managed. However, the Trustees are requesting approval
of the Proposal at this time to reduce the costs associated with holding a
share holder meeting in the future to approve such a proposal. The amendment
of this policy is intended to make clear that the Funds may make loans to the
extent permitted by law.

16
<PAGE>

If the Proposal is approved, the amended fundamental investment policy may
not be changed with respect to a Fund without the approval of the shareholders
of that Fund.

THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR PROPOSAL 15.

PROPOSAL 16. TO CONSIDER AND ACT UPON A PROPOSAL TO AMEND THE TREASURY MONEY
MARKET FUND'S INVESTMENT OBJECTIVE.

At the Meeting, only Shareholders of the Treasury Money Market Fund will
vote regarding an amendment to the Treasury Money Market Fund's investment
objective. The investment objective is currently stated as follows:

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

The Trustees propose that the investment objective of the Treasury Money
Market Fund be amended to eliminate the word "exclusively" from the Fund's
investment objective. Subject to Shareholder approval, the Treasury Money
Market Fund's investment objective will be revised to read:

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

If the Proposal is approved, the Treasury Money Market Fund may invest in
repurchase agreements involving U.S. Treasury obligations to the extent
consistent with Rule 2a-7 under the 1940 Act. The primary purpose of this
Proposal is to permit the Treasury Money Market Fund to invest in repurchase
agreements involving U.S. Treasury obligations, in addition to direct
investment in U.S. Treasury obligations. Repurchase agreements are a basic
form of short- term financing and have particularly flexible maturities. The
Proposal will provide the Fund with increased flexibility in making investment
decisions and a greater range of investment opportunities for the Fund. The
addition of repurchase agreements as a permissible investment vehicle for the
Fund will enable the Fund to generate revenue on uninvested cash on a
temporary basis. The conditions and restrictions set forth in Rule 2a-7, such
as those pertaining to creditworthiness of issuers and diversification of
assets, remain fully applicable to the Fund.

Repurchase agreements are agreements by which a Fund 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 for collateral for the repurchase agreement. Collateral
must be maintained at a value at least equal to 100% of the purchase price.
The Fund will bear the 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 realized a loss on the
sale of the collateral securities. The Fund will enter into repurchase
agreements only with financial institutions deemed to present minimal credit
risk during the terms of the agreement in accordance with Rule 2a-7 and based
on guidelines established by the Fund. Repurchase agreements are considered
loans under the 1940 Act. As a result, the Fund's investments in repurchase
agreements will be subject to the fundamental investment policy concerning
making loans. See Proposal 15 for more information about the policy on making
loans.

If this Proposal is approved, the amended investment objective of the
Treasury Money Market Fund may not be changed without the approval of the
shareholders of the Fund.

THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE FOR PROPOSAL 16.

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

17
<PAGE>

GENERAL INFORMATION ABOUT THE TRUST AND OTHER MATTERS

The Investment Advisor. ABN AMRO Asset Management (USA) Inc., 208 South
LaSalle Street, Chicago, Illinois 60604 (the "Advisor") serves as the
investment advisor for the Funds under an advisory agreement (the "Advisory
Agreement") with the Trust. Under the Advisory Agreement, the Advisor reviews,
supervises and administers the investment program of the Funds, subject to the
supervision of, and policies established by, the Trustees of the Trust.

The Advisor is a direct, wholly-owned subsidiary of ABN AMRO Capital Markets
Holding, Inc. The Advisor is an indirect wholly-owned subsidiary of ABN AMRO
Holding N.V., a Netherlands company.

The Sub-Advisor. ABN AMRO-NSM International Funds Management B.V.,
Hoogoorddreef 66-68 P.O. Box 283, 1000 EA Amsterdam, the Netherlands (the
"Sub- Advisor") serves as the invest ment sub-advisor to the TransEurope Fund,
International Equity Fund, International Fixed Income Fund, Latin America
Equity Fund, and Asian Tigers Fund pursuant to a sub-advisory agreement (the
"Sub- Advisory Agreement") with the Advisor. Under the Sub-Advisory Agreement,
the Sub-Advisor manages the Funds, selects investments and places all orders
for purchases and sales of each Fund's securities, subject to the general
supervision of the Trustees of the Trust and the Advisor. The Sub-Advisor is a
holding company affiliate of the Advisor.

The Distributor. Rembrandt Financial Services Company (the "Distributor"), a
subsidiary of SEI Financial Services Company, Oaks, Pennsylvania 19456, serves
as the Fund's distributor pursuant to a Distribution Agreement between the
Trust and the Distributor. As of February 27, 1998, First Data Distributors,
Inc. ("FDDI"), located at 4400 Computer Drive, Westborough, Massachusetts
01581, will become the Trust's distributor. FDDI is an indirect wholly-owned
subsidiary of First Data Corporation.

The Administrator. SEI Fund Resources (the "Administrator"), Oaks,
Pennsylvania, 19456, a Delaware business trust, provides the Trust with
administrative services. SEI Investments Management Corporation, a wholly-
owned subsidiary of SEI Investments Company, is the owner of all beneficial
interest in the Administrator. As of March 3, 1998, First Data Investor
Services Group, Inc. ("Investor Services Group"), located at 4400 Computer
Drive, Westborough, Massachusetts 01581, will become the Trust's
administrator. Investor Services Group is a wholly-owned subsidiary of First
Data Corporation.

5% Shareholders. As of January 16, 1998, the following persons were the only
persons who were record owners or, to the knowledge of the Trust, beneficial
owners of 5% or more of the shares of the Funds. The Trust believes that most
of these shares were held in accounts for the fiduciary, agency or custodial
customers of the persons listed below.

<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF PERCENTAGE OF
FUND BENEFICIAL OWNER SHARES FUND'S SHARES
---- ------------------- --------- -------------
<C> <S> <C> <C>
Value Fund LaSalle National Bank 10,170,491 75%
P.O. Box 1443
Chicago, IL 60690-1443
LaSalle National Bank 2,771,935 20%
P.O. Box 1443
Chicago, IL 60690-1443
Growth Fund LaSalle National Bank 5,565,162 57%
P.O. Box 1443
Chicago, IL 60690-1443
LaSalle National Bank 3,220,083 33%
P.O. Box 1443
Chicago, IL 60690-1443
Comerica Bank--Calhoun & Co. 676,066 7%
c/o Fund Production
411 W. Lafayette MC3455
Attn: Vicky Froehlich
Detroit, MI 48226-3120
</TABLE>

18
<PAGE>

<TABLE>
<CAPTION>
PERCENTAGE
NAME AND ADDRESS OF NUMBER OF OF FUND'S
FUND BENEFICIAL OWNER SHARES SHARES
---- ------------------- --------- ----------
<C> <S> <C> <C>
Small Cap Fund LaSalle National Bank 2,940,383 92%
P.O. Box 1443
Chicago, IL 60690-1443
LaSalle National Bank 194,130 6%
P.O. Box 1443
Chicago, IL 60690-1443
International Equity Fund LaSalle National Bank 3,474,639 61%
P.O. Box 1443
Chicago, IL 60690-1443
LaSalle National Bank 1,972,524 35%
P.O. Box 1443
Chicago, IL 60690-1443
Asian Tigers Fund LaSalle National Bank 3,781,205 80%
P.O. Box 1443
Chicago, IL 60690-1443
LaSalle National Bank 828,277 18%
P.O. Box 1443
Chicago, IL 60690-1443
Latin America Equity Fund LaSalle National Bank 2,564,457 99%
P.O. Box 1443
Chicago, IL 60690-1443
ABN AMRO Chicago 24,972 7%
Corporation
208 S. LaSalle Street, 2nd
Floor
Chicago, IL 60604-1001
Real Estate Fund ABN AMRO Chicago 300,000 86%
Corporation
208 S. LaSalle Street, 2nd
Floor
Chicago, IL 60604-1001
ABN AMRO Chicago 24,972 7%
Corporation
Attn: Mutual Fund
Operations
P.O. Box 6108
Chicago, IL 60680-6108
Fixed Income Fund LaSalle National Bank 10,635,580 76%
P.O. Box 1443
Chicago, IL 60690-1443
LaSalle National Bank 3,133,982 22%
P.O. Box 1443
Chicago, IL 60690-1443
Intermediate Government LaSalle National Bank 4,877,429 94%
Fixed Income Fund P.O. Box 1443
Chicago, IL 60690-1443
LaSalle National Bank 306,534 6%
P.O. Box 1443
Chicago, IL 60690-1443
Tax-Exempt Fixed Income LaSalle National Bank 3,862,852 98%
Fund P.O. Box 1443
Chicago, IL 60690-1443
</TABLE>

19
<PAGE>

<TABLE>
<CAPTION>
PERCENTAGE
NAME AND ADDRESS OF NUMBER OF OF FUND'S
FUND BENEFICIAL OWNER SHARES SHARES
---- ------------------- --------- ----------
<C> <S> <C> <C>
International Fixed Income LaSalle National Bank 1,595,663 99%
Fund P.O. Box 1443
Chicago, IL 60690-1443
Balanced Fund LaSalle National Bank 4,455,735 76%
P.O. Box 1443
Chicago, IL 60690-1443
LaSalle National Bank 740,142 13%
P.O. Box 1443
Chicago, IL 60690-1443
Comerica Bank--Calhoun & 341,270 6%
Co.
c/o Fund Production
411 W. Lafayette MC3455
Attn: Vicky Froehlich
Detroit, MI 48226-3120
Treasury Money Market Fund LaSalle National Bank 193,969,218 94%
P.O. Box 1443
Chicago, IL 60690-1443
Government Money Market LaSalle National Bank 220,566,624 81%
Fund P.O. Box 1443
Chicago, IL 60690-1443
LaSalle National Bank 42,276,951 15%
P.O. Box 1443
Chicago, IL 60690-1443
Money Market Fund LaSalle National Bank 780,723,968 99%
P.O. Box 1443
Chicago, IL 60690-1443
Tax-Exempt Money Market LaSalle National Bank 263,294,041 99%
Fund P.O. Box
1443 Chicago, IL 60690-
1443
Money Market Fund
Tax-Exempt Money Market
Fund
</TABLE>

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

The Trust and its Trustees and officers do not own beneficially more than 1%
of the outstanding shares of any Fund.

Required Vote. The presence at the Meeting of the holders of a majority of
the Shares of the Trust as of the Record Date, either in person or by Proxy,
constitutes a quorum. Approval of the election of the new Board of Trustees
requires the affirmative vote of a majority of the outstanding shares of the
Trust. Approval of a Proposal with respect to a Fund requires the affirmative
vote of a majority of the outstanding voting securities of the Fund. A
"majority of the outstanding voting securities" means the vote of (i) 67% or
more of a Fund's outstanding voting securities present at a meeting, if the
holders of more than 50% of the outstanding voting securities of the Fund are
present or represented by proxy, or (ii) more than 50% of the Fund's
outstanding voting securities, whichever is less. Abstentions and "broker non-
votes" will not be counted for or against the Proposals, but will be counted
for purposes of determining whether a quorum is present. Abstentions will be
counted as votes present for purposes of determining a "majority of the
outstanding voting securities" present at the Meeting, and will therefore have
the effect of counting against the Proposals to which they relate.

20
<PAGE>

Adjournment. In the event that sufficient votes in favor of the Proposals
set forth in the Notice of the Special Meeting are not received by the time
scheduled for the Meeting, the persons named as proxies may propose one or
more adjournments of the Meeting for a period or periods of not more than 60
days to permit further solicitation of Proxies with respect to the Proposals.
Any such adjournment requires the affirmative vote of a majority of the votes
cast in person or by Proxy at the session of the Meeting to be adjourned. The
persons named as proxies will vote in favor of such adjournment those Proxies
which they are entitled to vote in favor of the Proposals. They will vote
against any such adjournment those Proxies required to be voted against the
Proposals. The costs of any additional solicitation and of any adjourned
session will be borne by the Trust. Any adjournment will be held at the
offices of Investor Services Group, 4400 Computer Drive, Westborough,
Massachusetts 01581.

Shareholder Proposals. The Trust does not hold annual shareholder meetings.
Shareholders wishing to submit proposals for inclusion in a proxy statement
for a subsequent meeting should send their written proposals to the Secretary
of the Trust, c/o Investor Services Group, 4400 Computer Drive, Westborough,
Massachusetts 01581.

Independent Public Accountants. At a meeting held on December 11, 1997, a
majority of the Trustees, including a majority of the Trust's independent
Trustees, selected Ernst & Young LLP as the Trust's independent public
accountants, for the fiscal year ending December 31, 1998. Ernst & Young LLP
has informed the Trust that it has no material direct or indirect financial
interest in the Trust. Representatives of Ernst & Young LLP are not expected
to be present at the Meeting, but will be available should questions arise.

Other Matters. The Trustees know of no other business to be brought before
the Meeting. How ever, if any other matters properly come before the Meeting,
it is their intention that Proxies which do not contain specific restrictions
to the contrary will be voted on such matters in accordance with the judgment
of the persons named in the enclosed form of Proxy.

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

SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD(S)
AND RETURN IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE.

21
<PAGE>

REMBRANDT FUNDS(R)
Value Fund
Special Meeting of Shareholders

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, FEBRUARY 27, 1998

The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee and Todd Cipperman as proxies (the
"Proxies") and each of them, each with full power of substitution, to vote at
the Special Meeting of Shareholders of the Value Fund of Rembrandt Funds (the
"Trust") to be held in the offices of the Trust's administrator, SEI Fund
Resources, One Freedom Valley Road, Oaks, Pennsylvania 19456, on Friday,
February 27, 1998, at 10:00 a.m., Eastern time, and any adjournments or
postponements thereof (the "Meeting"), all shares of beneficial interest of said
Trust that the undersigned would be entitled to vote if personally present at
the Meeting ("Shares") on the proposals set forth below respecting the proposed
election of a new Board of Trustees; the proposed amendments to, or elimination
of, certain of the Fund's fundamental investment policies; and, in accordance
with their own discretion, any other matters properly brought before the Meeting
(each a "Proposal" and, collectively, the "Proposals").

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSALS TO:

PROPOSAL 1. Elect a New Board of Trustees.

FOR ALL [_]

WITHHOLD ALL [_]

FOR ALL EXCEPT [_]
To withold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

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

01) Arnold F. Brookstone 03) William T. Simpson
02) Robert Feitler 04) John A. Wing

PROPOSALS 2, 3 and 11-15. Amend or Eliminate the Fund's Fundamental
Investment Policies.

If you wish to vote "FOR" or "AGAINST" all of the Proposals listed below,
or if you wish to "ABSTAIN" from voting on all such Proposals, please mark
the appropriate box at right:

[_] For All
<PAGE>

[_] Against All
[_] Abstain All

PROPOSAL 2. Amend the Value Fund's fundamental investment policy concerning
borrowing.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 3. Amend the Value Fund's fundamental investment policy concerning
concentration.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 11. Eliminate the Value Fund's fundamental investment policy
concerning acquisitions of voting securities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 12. Amend the Value Fund's fundamental investment policy concerning
investments for control purposes.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 13. Amend the Value Fund's fundamental investment policy concerning
underwriting.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 14. Amend the Value Fund's fundamental investment policy concerning
investment in real estate and commodities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 15. Amend the Value Fund's fundamental investment policy concerning
making loans.

[_] FOR [_] AGAINST [_] ABSTAIN

2
<PAGE>

This Proxy Card will, when properly executed, be voted as directed herein by the
signing Shareholder. If no contrary direction is given when the duly executed
Proxy Card is returned, this Proxy Card will be voted FOR each of the foregoing
Proposals and will be voted in the appointed Proxies' discretion upon such other
business as may properly come before the Meeting.

The undersigned acknowledges receipt with this Proxy Card of a copy of the
Notice of Special Meeting and the Proxy Statement of the Board of Trustees.
Your signature(s) on this Proxy Card should be exactly as your name(s) appear on
this Proxy Card. If the Shares are held jointly, each holder should sign this
Proxy Card. Attorneys-in-fact, executors, administrators, trustees or guardians
should indicate the full title and capacity in which they are signing.

Dated:________________, 1998
---------------------------------------
Signature of Shareholder

---------------------------------------
Signature (Joint owners)

PLEASE PROMPTLY DATE, SIGN AND RETURN THIS PROXY CARD USING THE ENCLOSED,
POSTAGE-PAID ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING. YOU MAY,
WHETHER OR NOT YOU RETURN THIS PROXY CARD, VOTE IN PERSON IF YOU DO ATTEND THE
MEETING.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

3
<PAGE>

REMBRANDT FUNDS(R)
Growth Fund
Special Meeting of Shareholders

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, FEBRUARY 27, 1998

The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee and Todd Cipperman as proxies (the
"Proxies") and each of them, each with full power of substitution, to vote at
the Special Meeting of Shareholders of the Growth Fund of Rembrandt Funds (the
"Trust") to be held in the offices of the Trust's administrators, SEI Fund
Resources, One Freedom Valley Road, Oaks, Pennsylvania 19456, on Friday,
February 27, 1998, at 10:00 a.m., Eastern time, and any adjournments or
postponements thereof (the "Meeting"), all shares of beneficial interest of said
Trust that the undersigned would be entitled to vote if personally present at
the Meeting ("Shares") on the proposals set forth below respecting the proposed
election of a new Board of Trustees; the proposed amendments to, or elimination
of, certain of the Fund's fundamental investment policies; and, in accordance
with their own discretion, any other matters properly brought before the Meeting
(each a "Proposal" and, collectively, the "Proposals").

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSALS TO:

PROPOSAL 1. Elect a New Board of Trustees.

FOR ALL [_]

WITHHOLD ALL [_]

FOR ALL EXCEPT [_]

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

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

01) Arnold F. Brookstone 03) William T. Simpson
02) Robert Feitler 04) John A. Wing

PROPOSALS 2, 3 and 11-15. Amend or Eliminate the Fund's Fundamental
Investment Policies.

If you wish to vote "FOR" or "AGAINST" all of the Proposals listed below,
or if you wish to "ABSTAIN" from voting on all such Proposals, please mark
the appropriate box at right:

[_] For All

1
<PAGE>

[_] Against All
[_] Abstain All

If you mark a box at right, you do not need to vote on the individual Proposals
listed below. If you mark both a box at right and the Proposals below, the
Proxies will use the voting instructions indicated below for each Proposal.
<TABLE>
<CAPTION>
<S> <C>
PROPOSAL 2. Amend the Growth Fund's fundamental investment policy
concerning borrowing.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 3. Amend the Growth Fund's fundamental investment policy
concerning concentration.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 11. Eliminate the Growth Fund's fundamental investment policy
concerning acquisitions of voting securities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 12. Amend the Growth Fund's fundamental investment policy
concerning investments for control purposes.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 13. Amend the Growth Fund's fundamental investment policy
concerning underwriting.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 14. Amend the Growth Fund's fundamental investment policy
concerning investment in real estate and commodities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 15. Amend the Growth Fund's fundamental investment policy
concerning making loans.

[_] FOR [_] AGAINST [_] ABSTAIN
</TABLE>

2
<PAGE>

Dated: , 1998
--------------------

---------------------------------------
Signature of Shareholder

---------------------------------------
Signature (Joint owners)

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

3
<PAGE>

REMBRANDT FUNDS(R)
Small Cap Fund
Special Meeting of Shareholders

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, FEBRUARY 27, 1998

The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee and Todd Cipperman as proxies (the
"Proxies") and each of them, each with full power of substitution, to vote at
the Special Meeting of Shareholders of the Small Cap Fund of Rembrandt Funds
(the "Trust") to be held in the offices of the Trust's administrator, SEI Fund
Resources, One Freedom Valley Road, Oaks, Pennsylvania 19456, on Friday,
February 27, 1998, at 10:00 a.m., Eastern time, and any adjournments or
postponements thereof (the "Meeting"), all shares of beneficial interest of said
Trust that the undersigned would be entitled to vote if personally present at
the Meeting ("Shares") on the proposals set forth below respecting the proposed
election of a new Board of Trustees; the proposed amendments to, or elimination
of, certain of the Fund's fundamental investment policies; and, in accordance
with their own discretion, any other matters properly brought before the Meeting
(each a "Proposal" and, collectively, the "Proposals").

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSALS TO:

PROPOSAL 1. Elect a New Board of Trustees.

FOR ALL [_]

WITHHOLD ALL [_]

FOR ALL EXCEPT [_]

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

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

01) Arnold F. Brookstone 03) William T. Simpson
02) Robert Feitler 04) John A. Wing

PROPOSALS 2, 3 and 11-15. Amend or Eliminate the Fund's Fundamental
Investment Policies.

If you wish to vote "FOR" or "AGAINST" all of the Proposals listed below,
or if you wish to "ABSTAIN" from voting on all such Proposals, please mark
the appropriate box at right:

[_] For All
<PAGE>

[_] Against All

[_] Abstain All

PROPOSAL 2. Amend the Small Cap Fund's fundamental investment policy
concerning borrowing.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 3. Amend the Small Cap Fund's fundamental investment policy
concerning concentration.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 11. Eliminate the Small Cap Fund's fundamental investment policy
concerning acquisitions of voting securities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 12. Amend the Small Cap Fund's fundamental investment policy
concerning investments for control purposes.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 13. Amend the Small Cap Fund's fundamental investment policy
concerning underwriting.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 14. Amend the Small Cap Fund's fundamental investment policy
concerning investment in real estate and commodities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 15. Amend the Small Cap Fund's fundamental investment policy
concerning making loans.

[_] FOR [_] AGAINST [_] ABSTAIN

2
<PAGE>

Dated:_____________, 1998
----------------------------------------
Signature of Shareholder

----------------------------------------
Signature (Joint owners)

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

3
<PAGE>

REMBRANDT FUNDS(R)
International Equity Fund
Special Meeting of the Shareholders

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, FEBRUARY 27, 1998

The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee and Todd Cipperman as proxies (the
"Proxies") and each of them, each with full power of substitution, to vote at
the Special Meeting of Shareholders of the International Equity Fund of
Rembrandt Funds (the "Trust") to be held in the offices of the Trust's
administrator, SEI Fund Resources, One Freedom Valley Road, Oaks, Pennsylvania
19456, on Friday, February 27, 1998, at 10:00 a.m., Eastern time, and any
adjournments or postponements thereof (the "Meeting"), all shares of beneficial
interest of said Trust that the undersigned would be entitled to vote if
personally present at the Meeting ("Shares") on the proposals set forth below
respecting the proposed election of a new Board of Trustees; the proposed
amendments to, or elimination of, certain of the Fund's fundamental investment
policies; and, in accordance with their own discretion, any other matters
properly brought before the Meeting (each a "Proposal" and collectively, the
"Proposals").

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSALS TO:

PROPOSAL 1. Elect a New Board of Trustees.

FOR ALL [_]

WITHHOLD ALL [_]

FOR ALL EXCEPT [_]

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

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

01) Arnold F. Brookstone 03) William T. Simpson
02) Robert Feitler 04) John A. Wing

PROPOSALS 2, 3 and 11-15. Amend or Eliminate the Fund's Fundamental
Investment Policies.

If you wish to vote "FOR" or "AGAINST" all of the Proposals listed below,
or if you wish to "ABSTAIN" from voting on all such Proposals, please mark
the appropriate box at right:
<PAGE>

[_] For All

[_] Against All

[_] Abstain All

PROPOSAL 2. Amend the International Equity Fund's fundamental investment
policy concerning borrowing.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 3. Amend the International Equity Fund's fundamental investment
policy concerning concentration.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 11. Eliminate the International Equity Fund's fundamental
investment policy concerning acquisitions of voting
securities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 12. Amend the International Equity Fund's fundamental investment
policy concerning investments for control purposes.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 13. Amend the International Equity Fund's fundamental investment
policy concerning underwriting.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 14. Amend the International Equity Fund's fundamental investment
policy concerning investment in real estate and commodities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 15. Amend the International Equity Fund's fundamental investment
policy concerning making loans.

[_] FOR [_] AGAINST [_] ABSTAIN
<PAGE>

Dated: , 1998
------------ --------------------------------------
Signature of Shareholder

--------------------------------------
Signature (Joint owners)

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

<PAGE>

REMBRANDT FUNDS(R)
Asian Tigers Fund
Special Meeting of Shareholders

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, FEBRUARY 27, 1998

The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee and Todd Cipperman as proxies (the
"Proxies") and each of them, each with full power of substitution, to vote at
the Special Meeting of Shareholders of the Asian Tigers Fund of Rembrandt Funds
(the "Trust") to be held in the offices of the Trust's administrator, SEI Fund
Resources, One Freedom Valley Road, Oaks, Pennsylvania 19456, on Friday,
February 27, 1998, at 10:00 a.m., Eastern time, and any adjournments or
postponements thereof (the "Meeting"), all shares of beneficial interest of said
Trust that the undersigned would be entitled to vote if personally present at
the Meeting ("Shares") on the proposals set forth below respecting the proposed
election of a new Board of Trustees; the proposed amendments to, or elimination
of, certain of the Fund's fundamental investment policies; and, in accordance
with their own discretion, any other matters properly brought before the Meeting
(each a "Proposal" and, collectively, the "Proposals").

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSALS TO:

PROPOSAL 1. Elect a New Board of Trustees.

FOR ALL [_]

WITHHOLD ALL [_]

FOR ALL EXCEPT [_]

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

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

01) Arnold F. Brookstone 03) William T. Simpson
02) Robert Feitler 04) John A. Wing

PROPOSALS 2, 3 and 11-15. Amend or Eliminate the Fund's Fundamental
Investment Policies.

If you wish to vote "FOR" or "AGAINST" all of the Proposals listed below,
or if you wish to "ABSTAIN" from voting on all such Proposals, please mark
the appropriate box at right:

<PAGE>

[_] For All

[_] Against All

[_] Abstain All

PROPOSAL 2. Amend the Asian Tigers Fund's fundamental investment policy
concerning borrowing.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 3. Amend the Asian Tigers Fund's fundamental investment policy
concerning concentration.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 11. Eliminate the Asian Tigers Fund's fundamental investment
policy concerning acquisitions of voting securities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 12. Amend the Asian Tigers Fund's fundamental investment policy
concerning investments for control purposes.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 13. Amend the Asian Tigers Fund's fundamental investment policy
concerning underwriting.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 14. Amend the Asian Tigers Fund's fundamental investment policy
concerning investment in real estate and commodities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 15. Amend the Asian Tigers Fund's fundamental investment policy
concerning making loans.

[_] FOR [_] AGAINST [_] ABSTAIN

2
<PAGE>

Dated:__________________, 1998
----------------------------------------
Signature of Shareholder

----------------------------------------
Signature (Joint owners)

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

3
<PAGE>

REMBRANDT FUNDS(R)
Intermediate Government Fixed Income Fund
Special Meeting of Shareholders

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, FEBRUARY 27, 1998

The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee and Todd Cipperman as proxies (the
"Proxies") and each of them, each with full power of substitution, to vote at
the Special Meeting of Shareholders of the Intermediate Government Fixed Income
Fund of Rembrandt Funds (the "Trust") to be held in the offices of the Trust's
administrator, SEI Fund Resources, One Freedom Valley Road, Oaks, Pennsylvania
19456, on Friday, February 27, 1998, at 10:00 a.m., Eastern time, and any
adjournments or postponements thereof (the "Meeting"), all shares of beneficial
interest of said Trust that the undersigned would be entitled to vote if
personally present at the Meeting ("Shares") on the proposals set forth below
respecting the proposed election of a new Board of Trustees; the proposed
amendments to, or elimination of, certain of the Fund's fundamental investment
policies; and, in accordance with their own discretion, any other matters
properly brought before the Meeting (each a "Proposal" and, collectively, the
"Proposals").

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSALS TO:

PROPOSAL 1. Elect a New Board of Trustees.

FOR ALL [_]

WITHHOLD ALL [_]

FOR ALL EXCEPT [_]

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

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

01) Arnold F. Brookstone 03) William T. Simpson
02) Robert Feitler 04) John A. Wing

PROPOSALS 2, 3 and 11-15. Amend or Eliminate the Fund's Fundamental
Investment Policies.

If you wish to vote "FOR" or "AGAINST" all of the Proposals listed below,
or if you wish to "ABSTAIN" from voting on all such Proposals, please mark
the appropriate box at right:

1
<PAGE>

[_] For All

[_] Against All

[_] Abstain All

<TABLE>

<S> <C>
PROPOSAL 2. Amend the Intermediate Government Fixed Income Fund's fundamental
investment policy concerning borrowing.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 3. Amend the Intermediate Government Fixed Income Fund's fundamental
investment policy concerning concentration.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 11. Eliminate the Intermediate Government Fixed Income Fund's
fundamental investment policy concerning acquisitions of voting
securities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 12. Amend the Intermediate Government Fixed Income Fund's fundamental
investment policy concerning investments for control purposes.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 13. Amend the Intermediate Government Fixed Income Fund's fundamental
investment policy concerning underwriting.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 14. Amend the Intermediate Government Fixed Income Fund's fundamental
investment policy concerning investment in real estate and
commodities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 15. Amend the Intermediate Government Fixed Income Fund's fundamental
investment policy concerning making loans.

[_] FOR [_] AGAINST [_] ABSTAIN
</TABLE>

2
<PAGE>

Dated:________________, 1998
------------------------------------
Signature of Shareholder

------------------------------------
Signature (Joint owners)

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

3
<PAGE>

REMBRANDT FUNDS(R)
Tax-Exempt Fixed Income Fund
Special Meeting of Shareholders

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, FEBRUARY 27, 1998

The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee and Todd Cipperman as proxies (the
"Proxies") and each of them, each with full power of substitution, to vote at
the Special Meeting of Shareholders of the Tax-Exempt Fixed Income Fund of
Rembrandt Funds (the "Trust") to be held in the offices of the Trust's
administrator, SEI Fund Resources, One Freedom Valley Road, Oaks, Pennsylvania
19456, on Friday, February 27, 1998, at 10:00 a.m., Eastern time, and any
adjournments or postponements thereof (the "Meeting"), all shares of beneficial
interest of said Trust that the undersigned would be entitled to vote if
personally present at the Meeting ("Shares") on the proposals set forth below
respecting the proposed election of a new Board of Trustees; the proposed
amendments to, or elimination of, certain of the Fund's fundamental investment
policies; and, in accordance with their own discretion, any other matters
properly brought before the Meeting (each a "Proposal" and, collectively, the
"Proposals").

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSALS TO:
PROPOSAL 1. Elect a New Board of Trustees

FOR ALL [_]

WITHHOLD ALL [_]

FOR ALL EXCEPT [_]

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

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

01) Arnold F. Brookstone 03) William T. Simpson
02) Robert Feitler 04) John A. Wing

PROPOSALS 2, 3 and 11-15. Amend or Eliminate the Fund's Fundamental
Investment Policies.

If you wish to vote "FOR" or "AGAINST" all of the Proposals listed below,
or if you wish to "ABSTAIN" from voting on all such Proposals, please mark
the appropriate box at right:
<PAGE>

[_] For All

[_] Against All

[_] Abstain All

PROPOSAL 2. Amend the Tax-Exempt Fixed Income Fund's
fundamental investment policy concerning borrowing.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 3. Amend the Tax-Exempt Fixed Income Fund's
fundamental investment policy concerning
concentration.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 11. Eliminate the Tax-Exempt Fixed Income Fund's
fundamental investment policy concerning
acquisitions of voting securities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 12. Amend the Tax-Exempt Fixed Income Fund's
fundamental investment policy concerning
investments for control purposes.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 13. Amend the Tax-Exempt Fixed Income Fund's
fundamental investment policy concerning
underwriting.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 14. Amend the Tax-Exempt Fixed Income Fund's
fundamental investment policy concerning investment
in real estate and commodities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 15. Amend the Tax-Exempt Fixed Income Fund's
fundamental investment policy concerning making
loans.

[_] FOR [_] AGAINST [_] ABSTAIN

2
<PAGE>

Dated:________________, 1998 ----------------------------------------
Signature of Shareholder

----------------------------------------
Signature (Joint owners)

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

3
<PAGE>

REMBRANDT FUNDS(R)
International Fixed Income Fund
Special Meeting of Shareholders

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, FEBRUARY 27, 1998

The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee and Todd Cipperman as proxies (the
"Proxies") and each of them, each with full power of substitution, to vote at
the Special Meeting of Shareholders of the International Fixed Income Fund of
Rembrandt Funds (the "Trust") to be held in the offices of the Trust's
administrator, SEI Fund Resources, One Freedom Valley Road, Oaks, Pennsylvania
19456, on Friday, February 27, 1998, at 10:00 a.m., Eastern time, and any
adjournments or postponements thereof (the "Meeting"), all shares of beneficial
interest of said Trust that the undersigned would be entitled to vote if
personally present at the Meeting ("Shares") on the proposals set forth below
respecting the proposed election of a new Board of Trustees; the proposed
amendments to, or elimination of, certain of the Fund's fundamental investment
policies; and, in accordance with their own discretion, any other matters
properly brought before the Meeting (each a "Proposal" and, collectively, the
"Proposals").

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSALS TO:

PROPOSAL 1. Elect a New Board of Trustees

FOR ALL [_]

WITHHOLD All [_]

FOR ALL EXCEPT [_]

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

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

01) Arnold F. Brookstone 03) William T. Simpson
02) Robert Feitler 04) John A. Wing

PROPOSALS 2, 3 and 11-15. Amend or Eliminate the Funds Fundamental
Investment Policies.

If you wish to vote "FOR" or "AGAINST" all of the Proposals listed below,
or if you wish to "ABSTAIN" from voting on all such Proposals, please mark
the appropriate box at right:

<PAGE>

[_] For All

[_] Against All

[_] Abstain All

PROPOSAL 2. Amend the International Fixed Income Fund's fundamental investment
policy concerning borrowing.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 3. Amend the International Fixed Income Fund's fundamental investment
policy concerning concentration.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 11. Eliminate the International Fixed Income Fund's fundamental
investment policy concerning acquisitions of voting securities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 12. Amend the International Fixed Income Fund's fundamental investment
policy concerning investments for control purposes.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 13. Amend the International Fixed Income Fund's fundamental investment
policy concerning underwriting.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 14. Amend the International Fixed Income Fund's fundamental investment
policy concerning investment in real estate and commodities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 15. Amend the International Fixed Income Fund's fundamental investment
policy concerning making loans.

[_] FOR [_] AGAINST [_] ABSTAIN

2
<PAGE>

Dated:______________, 1998
----------------------------------------
Signature of Shareholder

----------------------------------------
Signature (Joint owners)

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

3
<PAGE>

REMBRANDT FUNDS(R)
Balanced Fund
Special Meeting of Shareholders

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, FEBRUARY 27, 1998

The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee and Todd Cipperman as proxies (the
"Proxies") and each of them, each with full power of substitution, to vote at
the Special Meeting of Shareholders of the Balanced Fund of Rembrandt Funds (the
"Trust") to be held in the offices of the Trust's administrator, SEI Fund
Resources, One Freedom Valley Road, Oaks, Pennsylvania 19456, on Friday,
February 27, 1998, at 10:00 a.m., Eastern time, and any adjournments or
postponements thereof (the "Meeting"), all shares of beneficial interest of said
Trust that the undersigned would be entitled to vote if personally present at
the Meeting ("Shares") on the proposals set forth below respecting the proposed
election of a new Board of Trustees; the proposed amendments to, or elimination
of, certain of the Fund's fundamental investment policies; and, in accordance
with their own discretion, any other matters properly brought before the Meeting
(each a "Proposal" and, collectively, the "Proposals").

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSALS TO:

PROPOSAL 1. Elect a New Board of Trustees.

FOR ALL [_]

WITHHOLD ALL [_]

FOR ALL EXCEPT [_]

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

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

01) Arnold F. Brookstone 03) William T. Simpson
02) Robert Feitler 04) John A. Wing

PROPOSALS 2, 3 and 11-15. Amend or Eliminate the Fund's Fundamental
Investment Policies.

If you wish to vote "FOR" or "AGAINST" all of the Proposals listed below,
or if you wish to "ABSTAIN" from voting on all such Proposals, please mark
the appropriate box at right:

[_] For All
<PAGE>

[_] Against All
[_] Abstain All

<S> <C>
PROPOSAL 2. Amend the Balanced Fund's fundamental investment policy
concerning borrowing.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 3. Amend the Balanced Fund's fundamental investment policy
concerning concentration.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 11. Eliminate the Balanced Fund's fundamental investment policy
concerning acquisitions of voting securities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 12. Amend the Balanced Fund's fundamental investment policy
concerning investments for control purposes.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 13. Amend the Balanced Fund's fundamental investment policy
concerning underwriting.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 14. Amend the Balanced Fund's fundamental investment policy
concerning investment in real estate and commodities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 15. Amend the Balanced Fund's fundamental investment policy
concerning making loans.

[_] FOR [_] AGAINST [_] ABSTAIN
</TABLE>

2
<PAGE>

Dated: ,1998
--------------
-----------------------------------------
Signature of Shareholder

-----------------------------------------
Signature (Joint owners)

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

<PAGE>

REMBRANDT FUNDS(R)
Fixed Income Fund
Special Meeting of Shareholders

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, FEBRUARY 27, 1998

The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee and Todd Cipperman as proxies (the
"Proxies") and each of them, each with full power of substitution, to vote at
the Special Meeting of Shareholders of the Fixed Income Fund of Rembrandt Funds
(the "Trust") to be held in the offices of the Trust's administrator, SEI Fund
Resources, One Freedom Valley Road, Oaks, Pennsylvania 19456, on Friday,
February 27, 1998, at 10:00 a.m., Eastern time, and any adjournments or
postponements thereof (the "Meeting"), all shares of beneficial interest of said
Trust that the undersigned would be entitled to vote if personally present at
the Meeting ("Shares") on the proposals set forth below respecting the proposed
election of a new Board of Trustees; the proposed amendments to, or elimination
of, certain of the Fund's fundamental investment policies; and, in accordance
with their own discretion, any other matters properly brought before the Meeting
(each a "Proposal" and, collectively, the "Proposals").

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSALS TO:

PROPOSAL 1. Elect a New Board of Trustees.

FOR ALL [_]

WITHHOLD ALL [_]

FOR ALL EXCEPT [_]

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

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

01) Arnold F. Brookstone 03) William T. Simpson
02) Robert Feitler 04) John A. Wing

PROPOSALS 2, 3 and 11-15. Amend or Eliminate the Fund's Fundamental
Investment Policies.

If you wish to vote "FOR" or "AGAINST" all of the Proposals listed below,
or if you wish to "ABSTAIN" from voting on all such Proposals, please mark
the appropriate box at right:

<PAGE>

[_] For All

[_] Against All

[_] Abstain All

PROPOSAL 2. Amend the Fixed Income Fund's fundamental investment
policy concerning borrowing.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 3. Amend the Fixed Income Fund's fundamental investment
policy concerning concentration.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 11. Eliminate the Fixed Income Fund's fundamental investment
policy concerning acquisitions of voting securities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 12. Amend the Fixed Income Fund's fundamental investment
policy concerning investments for control purposes.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 13. Amend the Fixed Income Fund's fundamental investment
policy concerning underwriting.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 14. Amend the Fixed Income Fund's fundamental investment
policy concerning investment in real estate and
commodities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 15. Amend the Fixed Income Fund's fundamental investment
policy concerning making loans.

[_] FOR [_] AGAINST [_] ABSTAIN

2
<PAGE>

Dated:__________________, 1998
--------------------------------------
Signature of Shareholder

--------------------------------------
Signature (Joint owners)

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

<PAGE>

REMBRANDT FUNDS(R)
Latin America Equity Fund
Special Meeting of Shareholders

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, FEBRUARY 27, 1998

The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee and Todd Cipperman as proxies (the
"Proxies") and each of them, each with full power of substitution, to vote at
the Special Meeting of Shareholders of the Latin America Equity Fund of
Rembrandt Funds (the "Trust") to be held in the offices of the Trust's
administrator, SEI Fund Resources, One Freedom Valley Road, Oaks, Pennsylvania
19456, on Friday, February 27, 1998, at 10:00 a.m., Eastern time, and any
adjournments or postponements thereof (the "Meeting"), all shares of beneficial
interest of said Trust that the undersigned would be entitled to vote if
personally present at the Meeting ("Shares") on the proposals set forth below
respecting the proposed election of a new Board of Trustees; the proposed
amendments to, or elimination of, certain of the Fund's fundamental investment
policies; and, in accordance with their own discretion, any other matters
properly brought before the Meeting (each a "Proposal" and, collectively, the
"Proposals").

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSALS TO:

PROPOSAL 1. Elect a New Board of Trustees.

FOR ALL [_]

WITHHOLD ALL [_]

FOR ALL EXCEPT [_]

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

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

01) Arnold F. Brookstone 03) William T. Simpson
02) Robert Feitler 04) John A. Wing

PROPOSALS 2, 3 and 11-15. Amend or Eliminate the Fund's Fundamental
Investment Policies.

If you wish to vote "FOR" or "AGAINST" all of the Proposals listed below,
or if you wish to "ABSTAIN" from voting on all such Proposals, please mark
the appropriate box at right:

<PAGE>

[_] For All

[_] Against All

[_] Abstain All

<TABLE>
<S> <C>
PROPOSAL 2. Amend the Latin America Equity Fund's fundamental
investment policy concerning borrowing.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 3. Amend the Latin America Equity Fund's fundamental
investment policy concerning concentration.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 11. Eliminate the Latin America Equity Fund's
fundamental investment policy concerning
acquisitions of voting securities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 12. Amend the Latin America Equity Fund's fundamental
investment policy concerning investments for
control purposes.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 13. Amend the Latin America Equity Fund's fundamental
investment policy concerning underwriting.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 14. Amend the Latin America Equity Fund's fundamental
investment policy concerning investment in real
estate and commodities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 15. Amend the Latin America Equity Fund's fundamental
investment policy concerning making loans.

[_] FOR [_] AGAINST [_] ABSTAIN
</TABLE>

2
<PAGE>

Dated: , 1998
------------------------------- ---------------------------------
Signature of Shareholder

---------------------------------
Signature (Joint owners)

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

3
<PAGE>

REMBRANDT FUNDS(R)
Real Estate Fund
Special Meeting of Shareholders

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, FEBRUARY 27, 1998

The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee and Todd Cipperman as proxies (the
"Proxies") and each of them, each with full power of substitution, to vote at
the Special Meeting of Shareholders of the Real Estate Fund of Rembrandt Funds
(the "Trust") to be held in the offices of the Trust's administrator, SEI Fund
Resources, One Freedom Valley Road, Oaks, Pennsylvania 19456, on Friday,
February 27, 1998, at 10:00 a.m., Eastern time, and any adjournments or
postponements thereof (the "Meeting"), all shares of beneficial interest of said
Trust that the undersigned would be entitled to vote if personally present at
the Meeting ("Shares") on the proposals set forth below respecting the proposed
election of a new Board of Trustees; the proposed amendments to, or elimination
of, certain of the Fund's fundamental investment policies; and, in accordance
with their own discretion, any other matters properly brought before the Meeting
(each a "Proposal" and, collectively, the "Proposals").

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSALS TO:

PROPOSAL 1. Elect a New Board of Trustees.

FOR ALL [_]

WITHHOLD ALL [_]

FOR ALL EXCEPT [_]

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

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

01) Arnold F. Brookstone 03) William T. Simpson
02) Robert Feitler 04) John A. Wing

PROPOSALS 2, 3 and 11-15. Amend or Eliminate Fund's Fundamental Investment
Policies.

If you wish to vote "FOR" or "AGAINST" all of the Proposals listed below,
or if you wish to "ABSTAIN" from voting on all such Proposals, please mark
the appropriate box at right:

<PAGE>

[_] For All

[_] Against All

[_] Abstain All

<TABLE>

<S> <C>
PROPOSAL 2. Amend the Real Estate Fund's fundamental investment policy
concerning borrowing.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 3. Amend the Real Estate Fund's fundamental investment policy
concerning concentration.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 11. Eliminate the Real Estate Fund's fundamental investment policy
concerning acquisitions of voting securities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 12. Amend the Real Estate Fund's fundamental investment policy
concerning investments for control purposes.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 13. Amend the Real Estate Fund's fundamental investment policy
concerning underwriting.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 14. Amend the Real Estate Fund's fundamental investment policy
concerning investment in real estate and commodities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 15. Amend the Real Estate Fund's fundamental investment policy
concerning making loans.

[_] FOR [_] AGAINST [_] ABSTAIN
</TABLE>

2
<PAGE>

Dated:______________, 1998
----------------------------------
Signature of Shareholder

----------------------------------
Signature (Joint owners)

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

3
<PAGE>

REMBRANDT FUNDS(R)
Treasury Money Market Fund
Special Meeting of Shareholders

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, FEBRUARY 27, 1998

The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee and Todd Cipperman as proxies (the
"Proxies") and each of them, each with full power of substitution, to vote at
the Special Meeting of Shareholders of the Treasury Money Market Fund of
Rembrandt Funds (the "Trust") to be held in the offices of the Trust's
administrator, SEI Fund Resources, One Freedom Valley Road, Oaks, Pennsylvania
19456, on Friday, February 27, 1998, at 10:00 a.m., Eastern time, and any
adjournments or postponements thereof (the "Meeting"), all shares of beneficial
interest of said Trust that the undersigned would be entitled to vote if
personally present at the Meeting ("Shares") on the proposals set forth below
respecting the proposed election of a new Board of Trustees; the proposed
amendments to, or elimination of, certain of the Fund's fundamental investment
policies; the proposed amendment to the Fund's investment objective; and, in
accordance with their own discretion, any other matters properly brought before
the Meeting (each a "Proposal" and, collectively, the "Proposals").

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSALS TO:

PROPOSAL 1. Elect a New Board of Trustees.

FOR ALL [_]

WITHHOLD ALL [_]

FOR ALL EXCEPT [_]

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

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

01) Arnold F. Brookstone 03) William T. Simpson
02) Robert Feitler 04) John A. Wing

PROPOSALS 4-15. Amend or Eliminate the Fund's Fundamental Investment
Policies.

If you wish to vote "FOR" or "AGAINST" all of the Proposals listed below,
or if you wish to "ABSTAIN" from voting on all such Proposals, please mark
the appropriate box at right:

[_] For All
<PAGE>

[_] Against All

[_] Abstain All

PROPOSAL 4. Amend the Treasury Money Market Fund's fundamental investment
policy concerning concentration.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 5. Amend the Treasury Money Market Fund's fundamental investment
policy concerning diversification.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 6. Amend the Treasury Money Market Fund's fundamental investment
policy concerning borrowing.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 7. Eliminate the Treasury Money Market Fund's fundamental
investment policy concerning pledging, mortgaging or
hypothecating assets.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 8. Eliminate the Treasury Money Market Fund's fundamental
investment policy concerning short sales and margin sales.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 9. Eliminate the Treasury Money Market Fund's fundamental
investment policy concerning investment in securities of
investment companies.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 10. Eliminate the Treasury Money Market Fund's fundamental
investment policy concerning investment in puts, calls, options
or combinations thereof.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 11. Eliminate the Treasury Money Market Fund's fundamental
investment policy concerning acquisitions of voting securities.

2
<PAGE>

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 12. Amend the Treasury Money Market Fund's fundamental investment
policy concerning investments for control purposes.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 13. Amend the Treasury Money Market Fund's fundamental investment
policy concerning underwriting.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 14. Amend the Treasury Money Market Fund's fundamental investment
policy concerning investment in real estate and commodities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 15. Amend the Treasury Money Market Fund's fundamental investment
policy concerning making loans.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 16. Amend the Treasury Money Market Fund's investment objective.

[_] FOR [_] AGAINST [_] ABSTAIN

3
<PAGE>

Dated:___________________, 1998

----------------------------------------
Signature of Shareholder

----------------------------------------
Signature (Joint owners)

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
4
<PAGE>

REMBRANDT FUNDS(R)
Government Money Market Fund
Special Meeting of Shareholders

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, FEBRUARY 27, 1998

The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee and Todd Cipperman as proxies (the
"Proxies") and each of them, each with full power of substitution, to vote at
the Special Meeting of Shareholders of the Government Money Market Fund of
Rembrandt Funds (the "Trust") to be held in the offices of the Trust's
administrator, SEI Fund Resources, One Freedom Valley Road, Oaks, Pennsylvania
19456, on Friday, February 27, 1998, at 10:00 a.m., Eastern time, and any
adjournments or postponements thereof (the "Meeting"), all shares of beneficial
interest of said Trust that the undersigned would be entitled to vote if
personally present at the Meeting ("Shares") on the proposals set forth below
respecting the proposed election of a new Board of Trustees; the proposed
amendments to, or elimination of, certain of the Fund's fundamental investment
policies; and, in accordance with their own discretion, any other matters
properly brought before the Meeting (each a "Proposal" and, collectively, the
"Proposals").

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSALS TO:

PROPOSAL 1. Elect a New Board of Trustees.

FOR ALL [_]

WITHHOLD ALL [_]

FOR ALL EXCEPT [_]

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

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

01) Arnold F. Brookstone 03) William T. Simpson
02) Robert Feitler 04) John A. Wing

PROPOSALS 4-15. Amend or Eliminate the Fund's Fundamental Investment Policies.

If you wish to vote "FOR" or "AGAINST" all of the Proposals listed below,
or if you wish to "ABSTAIN" from voting on all such Proposals, please mark
the appropriate box at right:

[_] For All
<PAGE>

[_] Against All

[_] Abstain All

PROPOSAL 4. Amend the Government Money Market Fund's fundamental
investment policy concerning concentration.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 5. Amend the Government Money Market Fund's fundamental
investment policy concerning diversification.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 6. Amend the Government Money Market Fund's fundamental
investment policy concerning borrowing.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 7. Eliminate the Government Money Market Fund's fundamental
investment policy concerning pledging, mortgaging or
hypothecating assets.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 8. Eliminate the Government Money Market Fund's fundamental
investment policy concerning short sales and margin sales.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 9. Eliminate the Government Money Market Fund's fundamental
investment policy concerning investment in securities of
investment companies.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 10. Eliminate the Government Money Market Fund's fundamental
investment policy concerning investment in puts, calls,
options or combinations thereof.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 11. Eliminate the Government Money Market Fund's fundamental
investment policy concerning acquisitions of voting
securities.

2
<PAGE>

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 12. Amend the Government Money Market Fund's fundamental
investment policy concerning investments for control purposes.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 13. Amend the Government Money Market Fund's fundamental
investment policy concerning underwriting.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 14. Amend the Government Money Market Fund's fundamental
investment policy concerning investment in real estate and
commodities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 15. Amend the Government Money Market Fund's fundamental
investment policy concerning making loans.

[_] FOR [_] AGAINST [_] ABSTAIN

3
<PAGE>

Dated:_________________, 1998
---------------------------------
Signature of Shareholder

---------------------------------
Signature (Joint owners)

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

4
<PAGE>

REMBRANDT FUNDS(R)
Money Market Fund
Special Meeting of Shareholders

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, FEBRUARY 27, 1998

The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee and Todd Cipperman as proxies (the
"Proxies") and each of them, each with full power of substitution, to vote at
the Special Meeting of Shareholders of the Money Market Fund of Rembrandt Funds
(the "Trust") to be held in the offices of the Trust's administrator, SEI Fund
Resources, One Freedom Valley Road, Oaks, Pennsylvania 19456, on Friday,
February 27, 1998, at 10:00 a.m., Eastern time, and any adjournments or
postponements thereof (the "Meeting"), all shares of beneficial interest of said
Trust that the undersigned would be entitled to vote if personally present at
the Meeting ("Shares") on the proposals set forth below respecting the proposed
election of a new Board of Trustees; the proposed amendments to, or elimination
of, certain of the Fund's fundamental investment policies; and, in accordance
with their own discretion, any other matters properly brought before the Meeting
(each a "Proposal" and, collectively, the "Proposals").

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSALS TO:

PROPOSAL 1. Elect a New Board of Trustees.

FOR ALL [_]

WITHHOLD ALL [_]

FOR ALL EXCEPT [_]

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

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

01) Arnold F. Brookstone 03) William T. Simpson
02) Robert Feitler 04) John A. Wing

PROPOSALS 4-15. Amend or Eliminate the Fund's Fundamental Investment
Policies.

If you wish to vote "FOR" or "AGAINST" all of the Proposals listed below,
or if you wish to "ABSTAIN" from voting on all such Proposals, please mark
the appropriate box at right:

[_] For All

<PAGE>

[_] Against All

[_] Abstain All

PROPOSAL 4. Amend the Money Market Fund's fundamental investment policy
concerning concentration.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 5. Amend the Money Market Fund's fundamental investment policy
concerning diversification.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 6. Amend the Money Market Fund's fundamental investment policy
concerning borrowing.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 7.
Eliminate the Money Market Fund's fundamental investment
policy concerning pledging, mortgaging or
hypothecating assets.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 8. Eliminate the Money Market Fund's fundamental investment
policy concerning short sales and margin sales.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 9. Eliminate the Money Market Fund's fundamental investment
policy concerning investment in securities of investment
companies.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 10. Eliminate the Money Market Fund's fundamental investment
policy concerning investment in puts, calls, options or
combinations thereof.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 11. Eliminate the Money Market Fund's fundamental investment
policy concerning acquisitions of voting securities.

2
<PAGE>

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 12. Amend the Money Market Fund's fundamental investment policy
concerning investments for control purposes.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 13. Amend the Money Market Fund's fundamental investment policy
concerning underwriting.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 14. Amend the Money Market Fund's fundamental investment policy
concerning investment in real estate and commodities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 15. Amend the Money Market Fund's fundamental investment policy
concerning making loans.

[_] FOR [_] AGAINST [_] ABSTAIN

3
<PAGE>

Dated:____________________, 1998
------------------------------------
Signature of Shareholder

------------------------------------
Signature (Joint owners)

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
4
<PAGE>

REMBRANDT FUNDS(R)
Tax-Exempt Money Market Fund
Special Meeting of Shareholders

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, FEBRUARY 27, 1998

The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee and Todd Cipperman as proxies (the
"Proxies") and each of them, each with full power of substitution, to vote at
the Special Meeting of Shareholders of the Tax-Exempt Money Market Fund of
Rembrandt Funds (the "Trust") to be held in the offices of the Trust's
administrator, SEI Fund Resources, One Freedom Valley Road, Oaks, Pennsylvania
19456, on Friday, February 27, 1998, at 10:00 a.m., Eastern time, and any
adjournments or postponements thereof (the "Meeting"), all shares of beneficial
interest of said Trust that the undersigned would be entitled to vote if
personally present at the Meeting ("Shares") on the proposals set forth below
respecting the proposed election of a new Board of Trustees; the proposed
amendments to, or elimination of, certain of the Fund's fundamental investment
policies; and, in accordance with their own discretion, any other matters
properly brought before the Meeting (each a "Proposal" and, collectively, the
"Proposals").

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSALS TO:

PROPOSAL 1. Elect a New Board of Trustees.

FOR ALL [_]

WITHHOLD ALL [_]

FOR ALL EXCEPT [_]

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

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

01) Arnold F. Brookstone 03) William T. Simpson
02) Robert Feitler 04) John A. Wing

PROPOSALS 4-15. Amend or Eliminate the Fund's Fundamental Investment
Policies

If you wish to vote "FOR" or "AGAINST" all of the Proposals listed below,
or if you wish to "ABSTAIN" from voting on all such Proposals, please mark
the appropriate box below:

[_] For All

<PAGE>

[_] Against All

[_] Abstain All

PROPOSAL 4. Amend the Tax-Exempt Money Market Fund's fundamental
investment policy concerning concentration.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 5. Amend the Tax-Exempt Money Market Fund's fundamental
investment policy concerning diversification.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 6. Amend the Tax-Exempt Money Market Fund's fundamental
investment policy concerning borrowing.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 7. Eliminate the Tax-Exempt Money Market Fund's fundamental
investment policy concerning pledging, mortgaging or
hypothecating assets.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 8. Eliminate the Tax-Exempt Money Market Fund's fundamental
investment policy concerning short sales and margin sales.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 9. Eliminate the Tax-Exempt Money Market Fund's fundamental
investment policy concerning investment in securities of
investment companies.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 10. Eliminate the Tax-Exempt Money Market Fund's fundamental
investment policy concerning investment in puts, calls,
options or combinations thereof.

[_] FOR [_] AGAINST [_] ABSTAIN

2
<PAGE>

PROPOSAL 11. Eliminate the Tax-Exempt Money Market Fund's fundamental
investment policy concerning acquisitions of voting
securities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 12. Amend the Tax-Exempt Money Market Fund's fundamental
investment policy concerning investments for control purposes.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 13. Amend the Tax-Exempt Money Market Fund's fundamental
investment policy concerning underwriting.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 14. Amend the Tax-Exempt Money Market Fund's fundamental
investment policy concerning investment in real estate and
commodities.

[_] FOR [_] AGAINST [_] ABSTAIN

PROPOSAL 15. Amend the Tax-Exempt Money Market Fund's fundamental
investment policy concerning making loans.

[_] FOR [_] AGAINST [_] ABSTAIN

3
<PAGE>

Dated:__________________, 1998
----------------------------------------
Signature of Shareholder

----------------------------------------
Signature (Joint owners)

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.