ABN AMRO FUNDS, 497, 1999-05-07

ABN AMRO FUNDS
497, 1999-05-07

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<PAGE>

Prospectus--Common Shares
May 3, 1999
- ---------------------------------------------------------

Stock Funds Bond Funds

.Value Fund(US) .Fixed Income Fund(US)
.Growth Fund(US) .Intermediate Government Fixed Income
.Small Cap Growth Fund(US) Fund(US)
.Small Cap Value Fund(US) .Tax-Exempt Fixed Income Fund(US)
.Limited Volatility Fixed Income Fund(US)
.Real Estate Fund(US)

Money Market Funds
Balanced Fund

.Treasury Money Market Fund(US)
.Balanced Fund(US) .Government Money Market Fund(US)
.Money Market Fund(US)

International Funds .Tax-Exempt Money Market Fund(US)

.International Equity Fund(US)
.TransEurope Fund(US)
.Asian Tigers Fund(US)
.Latin America Equity Fund(US)
.International Fixed Income Fund(US)

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

This Prospectus gives you important information about ABN AMRO Funds that can
help you decide if a Fund's investment goals match your own. Please read it
carefully before you invest, and keep it on hand for future reference.

Common Shares are offered to individuals and institutional investors directly
and through wrap programs, retirement plans, discount brokerage programs, and
various brokerage firms.

The Securities and Exchange Commission (SEC) has not approved or disapproved of
these shares or determined whether this Prospectus is accurate or complete. It
is a crime for anyone to tell you otherwise.

For more information, please call 1-800-443-4725 or visit the Funds' website at
www.abnamrofunds-usa.com.

<PAGE>

Contents

If you would like more detailed
information about each Fund,
please see:
<TABLE>
<S> <C>
Value Fund(US) 5
Growth Fund(US) 7
Small Cap Growth Fund(US) 9
Small Cap Value Fund(US) 11
Real Estate Fund(US) 13
Balanced Fund(US) 15
International Equity Fund(US) 19
TransEurope Fund(US) 21
Asian Tigers Fund(US) 23
Latin America Equity Fund(US) 26
International Fixed Income
Fund(US) 29
Fixed Income Fund(US) 32
Intermediate Government Fixed
Income
Fund(US) 35
Tax-Exempt Fixed Income Fund(US) 37
Limited Volatility Fixed Income
Fund(US) 39
Treasury Money Market Fund(US) 42
Government Money Market Fund(US) 44
Money Market Fund(US) 46
Tax-Exempt Money Market Fund(US) 48
</TABLE>

If you would like more information about
the following topics, please see:
<TABLE>
<S> <C>
The Risks of Investing in Mutual Funds 3
The Stock Funds 4
The International Funds 18
The Bond Funds 31
The Money Market Funds 41
More information about risk 50
Guidance on opening and maintaining an account in any Fund 54
Information about receiving dividends and distributions from the Funds 58
A general guide to important tax issues and considerations 59
Information about the investment advisor 60
Detailed information about historical Fund performance 65
Additional information See Back Cover
</TABLE>

ABN AMRO is a service mark of ABN AMRO Holding, N.V., an indirect parent of
ABN AMRO Asset Management (USA) Inc., the investment advisor to the ABN AMRO
Funds. ABN AMRO Funds are distributed by First Data Distributors, Inc., which
is not a bank affiliate.

2
<PAGE>

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

What are Fund Goals
and Strategies?

Each Fund's goal is
a statement of what
it seeks to
achieve. It is im-
portant to make
sure that the ob-
jective matches
your own financial
needs and circum-
stances. The Prin-
cipal Investment
Strategies section
describes how each
Fund attempts to
meet its objective.
.......................
.
................................................................................
................................................................................
The Risks of Investing in Mutual Funds _________________________________________

Each Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities like stocks and
bonds. Before you invest, you should know a few things about investing in
mutual funds.

Each Fund has its own investment goal and strategies for reaching its goal. We
cannot guarantee that a Fund will achieve its goal, and a Fund's goal may be
changed without shareholder approval. Each Fund invests in different types of
securities. As a result, each Fund has its own risks.

The Advisor invests each Fund's assets in a way that
the Advisor believes will help the Fund achieve its
goal. The Advisor's judgements about the securities
markets, economy and companies, or selecting
investments may not reflect actual market movements,
economic conditions or company performance. In
addition, the Advisor may need to change the Fund's
investment strategy in response to changing market
or economic conditions.

The value of your investment in a Fund is based on
the market prices of the securities the Fund holds.
Fund share prices (except the Money Market Funds)
will change daily due to economic and other events
that affect securities markets
generally, as well as those that affect particular companies or governments.
These price movements, sometimes called volatility, will vary depending on the
types of securities a Fund owns and the markets where these securities trade.

Like other investments, you could lose money on your investment in a Fund. Your
investment in a Fund is not a bank deposit. It is not insured or guaranteed by
the FDIC or any government agency.

As used in any sentence in this Prospectus, the term "primarily invests" means
that a Fund, under normal conditions, invests at least 65% of its assets in the
securities described in that sentence.

3
<PAGE>

.
THE STOCK FUNDS ________________________________________________________________

The Stock Funds invest in common stocks and other equity securities. These
include public and privately issued common and preferred stocks, warrants,
rights to subscribe to common stock and convertible securities. Investments in
equity securities in general are subject to market risks that may cause their
prices to fluctuate over time. In other words, the Funds are subject to the
risk that stock prices will fall over short or extended periods of time.
Historically, the equity markets have moved in cycles, and the value of a Stock
Fund's equity securities may fluctuate drastically from day-to-day. Individual
portfolio companies may report poor results or be negatively affected by
industry or economic trends and developments, or even year 2000 issues. The
prices of securities issued by such companies may suffer a decline in response.
Fluctuations in the value of equity securities in which a Fund invests will
cause the net asset value of the Fund to fluctuate.

The Stock Funds have investment goals of high total return. Total return is a
combination of income, from dividends or interest, and capital appreciation,
which results from an increase in the value of a security (called unrealized
appreciation) or from selling a security for more than its cost (called
realized appreciation). The current strategies of the Stock Funds generally
focus on capital appreciation rather than income. As a result, in market
conditions that favor funds that focus on income, the Funds may not be able to
achieve the same level of total return as other mutual funds. For these Funds,
income is typically incidental.

Each Stock Fund is subject to additional risks, which are described on the
following pages and in the Statement of Additional Information.

4
<PAGE>

.
VALUE FUND(US)

_______________________________________________________________________________

Investment Goal High level of total return through capital appreciation
and current income

Principal The Value Fund invests in common stocks and other equity
Investment securities of U.S. companies with market capitalizations
Strategies greater than $1 billion. Further, the Fund primarily
invests in securities that are undervalued relative to
those of the average large U.S. company based on one or
more of the following criteria:
. lower than average price to earnings ratios;
. lower than average price to book value ratios;
. lower than average price to sales ratios;
. lower than average price to cash flow ratios; or
. higher than average dividend yield.

Generally, stocks may be undervalued because:
. they are out of favor with investors;
. they may have disappointed investors in some way; or
. investors think that the prospects for the industry
or economic sector are uninteresting.
By investing in undervalued securities with quality
earnings and combining this with improving momentum
factors (such as price movements), the Fund tries to
provide better return, over the long-term, than other
value-style managers.

Principal Risk of The Fund's large-cap, value-style securities are cyclical.
Investing in this So, in addition to the general risks of investing in any
Fund Stock Fund, this Fund's large-cap, value-style securities
may under perform mid-cap, small-cap or growth-style
securities, or the equity markets as a whole when they are
out-of-favor or when they remain undervalued.

5
<PAGE>

Performance Information ________________________________________________________

The bar chart and the performance table below illustrate some of the risks and
past volatility of an investment in the Fund. Of course, the Fund's past
performance does not necessarily indicate how the Fund will perform in the
future.

The bar chart shows changes in the performance of the Fund's Common Shares from
year to year.

<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
15.69%
6/30/97

<CAPTION>
Worst Quarter
-------------
<S> <C>
-18.05%
9/30/98
</TABLE>
[Performance Graph Appears Here]

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the S&P 500 Index. An index measures the
market prices of a specific group of securities in a particular market or
securities in a market sector. You cannot invest directly in an index. An index
does not have an investment advisor and does not pay any commissions or
expenses. If an index had expenses, its performance would be lower. The S&P 500
Index is a widely recognized index of 500 stocks designed to mimic the overall
equity market's industry weightings.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Value Fund 5.47% 18.34% 16.96% 15.20%*
S&P 500 Index 28.74% 28.27% 24.08% 21.60%*
</TABLE>

* Fund inception (1/4/93). Index inception computed from (12/31/92).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .80%
Other Expenses .23%
- -------------------------------------------
Total Annual Fund Operating Expenses 1.03%
- -------------------------------------------
</TABLE>

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5% return and Fund expenses remain the same. Although
your actual costs and returns might be different, your approximate costs of
investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$105 $328 $569 $1,259
</TABLE>

6
<PAGE>

.
GROWTH FUND(US)

_______________________________________________________________________________

Investment Goal High level of total return primarily through capital
appreciation

Principal The Growth Fund invests in common stocks and other equity
Investment securities of U.S. companies. Further, the Fund primarily
Strategies invests in companies that, in the Advisor's opinion, have
strong prospects for capital appreciation through earnings
growth. The Advisor chooses investments by focusing on
companies with above average earnings growth rates. The
Advisor seeks a fundamental understanding of each company,
using a combination of valuation and momentum factors,
which may include:
. valuation
. price appreciation
. positive earnings changes
. earnings surprises
. accelerated earnings
. price strength over time
In addition, the Advisor focuses on companies that have a
competitive advantage in their industry or market niche.
The Advisor uses a bottom-up approach (emphasis on
individual industries and companies) to select investments
and diversifies the Fund's assets broadly across industry
sectors. In selecting investments, the Advisor combines
quantitative screens that focus on earnings consistency
and momentum with fundamental understandings of the
companies that focus on the dynamics of the company.

Principal Risk of In addition to the general risks of investing in any Stock
Investing in this Fund, this Fund's growth-style securities may under
Fund perform value-style securities or the equity markets as a
whole when they are out-of-favor or when they do not
achieve anticipated growth levels.

7
<PAGE>

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares from
year to year.
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
- -2.05% 31.60% 21.88% 23.98% 30.23%
</TABLE>
<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
26.49%
12/31/98

<CAPTION>
Worst Quarter
-------------
<S> <C>
-13.97%
9/30/98
</TABLE>

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Growth Fund 30.23% 25.25% 20.43% 17.74%*
S&P 500 Index 28.74% 28.27% 24.08% 21.60%*
</TABLE>

* Fund inception (1/4/93). Index inception computed from (12/31/92).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .80%
Other Expenses .22%
- -------------------------------------------
Total Annual Fund Operating Expenses 1.02%
- -------------------------------------------
</TABLE>

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$104 $325 $563 $1,248
</TABLE>

8
<PAGE>

.
SMALL CAP GROWTH FUND(US) (formerly, the Small Cap Fund)

_______________________________________________________________________________

Investment Goal High level of total return primarily through capital
appreciation

Principal The Small Cap Growth Fund primarily invests in common
Investment stocks and other equity securities of domestic companies
Strategies that have smaller capitalization levels (market
capitalizations of less than $1.5 billion) and that the
Advisor believes have strong prospects for capital
appreciation through earnings growth. In selecting
investments for the Fund, the Advisor reviews a company's
sales and earnings growth rates, and evaluates the
strength of its balance sheet. The Advisor seeks
investments that have above average sales growth, earnings
growth or return on equity relative to their industry
peers. Although the Advisor targets growth sectors of the
U.S. economy, such as technology, health care, and
consumer and business services, the Advisor diversifies
broadly across industry sectors. The Fund also focuses on
companies that the Advisor believes have a competitive
advantage in their industry or market niche.

Principal Risks In addition to the general risks of investing in any Stock
of Investing in Fund, this Fund is subject to the risks of investing in
this Fund small-cap companies. Investments in small-cap companies
involve greater risk than is customarily associated with
larger, more established companies due to the greater
business risks of small size, limited markets and
financial resources, narrow product lines and frequent
lack of depth of management. The securities of small-sized
companies may be subject to more abrupt or erratic market
movements than securities of larger, more established
companies.

The Fund is subject to the risk that its small-cap growth-
style securities may under perform mid-cap, large-cap or
value-style securities, or the equity markets as a whole
when they are out-of-favor or when they do not achieve
anticipated growth levels.

Due to its investment strategy, the Fund may have a high
portfolio turnover rate. A portfolio turnover rate of 100%
or more may result in higher transaction costs, higher
levels of realized capital gains and additional taxes than
if the turnover rate was lower. In seeking total return
opportunities, the Advisor considers such costs and
potential gains and taxes in determining whether to sell a
particular security.

9
<PAGE>

.
Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares from
year to year.
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
- -6.27% 32.13% 19.42% 15.89% -6.52%
</TABLE>
<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
19.13%
6/30/97

<CAPTION>
Worst Quarter
-------------
<S> <C>
-23.88%
9/30/98
</TABLE>

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the Russell 2000 Growth Index. An index
measures the market prices of a specific group of securities in a particular
market or securities in a market sector. You cannot invest directly in an
index. An index does not have an investment advisor and does not pay any
commissions or expenses. If an index had expenses, its performance would be
lower. The Russell 2000 Growth Index is comprised of securities in the Russell
2000 Index with above-average growth orientation.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Small Cap Growth Fund -6.52% 8.96% 9.89% 8.69%*
Russell 2000 Growth Index 1.23% 8.35% 10.22% 10.73%*
</TABLE>

* Fund inception (1/4/93). Index inception computed from (12/31/92).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .80%
Other Expenses .40%
- -------------------------------------------
Total Annual Fund Operating Expenses 1.20%
- -------------------------------------------
</TABLE>

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$122 $381 $660 $1,455
</TABLE>

10
<PAGE>

.
SMALL CAP VALUE FUND(US)

_______________________________________________________________________________

Investment Goal High level of total return primarily through capital
appreciation

Principal The Small Cap Value Fund primarily invests in undervalued
Investment common stocks and other equity securities of domestic
Strategies companies with smaller capitalization levels (market
capitalizations of less than $1.5 billion). In selecting
investments for the Fund, the Advisor focuses on
undervalued investments based on such measures as
price/earnings, price/cash flow, price/book and
price/sales ratios. The Advisor typically uses a
quantitative screen that ranks the attractiveness of an
investment based on a combination of valuation measures,
such as price/earnings and price/cash flow ratios. In
further evaluating the attractiveness of an investment,
the Advisor considers business conditions in the company's
industry and its competitive position in that industry.
The Advisor conducts fundamental research on certain
investments, which often includes reviewing SEC filings,
examining financial statements and meeting with top-level
company executives. While broadly diversifying the Fund's
assets across many industry sectors, the Advisor seeks
companies with solid profit prospects and returns on
capital.

The Fund's small-cap value-style securities may under
perform mid-cap, large-cap or growth-style securities, or
the equity markets as a whole when they are out-of-favor
or when they remain undervalued.

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)
This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .80%
Other Expenses/1/ 1.14%
- -------------------------------------------
Total Annual Fund Operating Expenses 1.94%
- -------------------------------------------
Fee Waiver/2/ -.55%
- -------------------------------------------
Net Expenses 1.39%
- -------------------------------------------
</TABLE>
/1/Since the Fund has not completed a full fiscal year, Other Expenses are
based on estimated amounts for the current fiscal year.
/2/The Administrator has agreed to waive its fees through April 2000 in an
amount necessary to limit administration fees (included in Other Expenses) to
.07% of the Fund's net assets.

11
<PAGE>

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5% return. The example is based on Net Expenses for the
first year, and Total Annual Fund Operating Expenses for the remaining years.
Although your actual costs and returns might be different, your approximate
costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
<S> <C>
$142 $556
</TABLE>

Prior Performance of a Managed Account _________________________________________

The performance information on the following page relates to an account managed
by Mr. Edwin Bruere, who currently serves as lead portfolio manager of the
Fund. The account has an investment objective, policies, and restrictions
substantially similar to that of the Fund. Mr. Bruere has also managed other
accounts with similar investment objectives, policies and restrictions as that
of the Fund; however, the performance information below reflects the account
with the longest performance history.

This account was not subject to certain investment limitations, requirements,
and other restrictions imposed by the Investment Company Act of 1940 and the
Internal Revenue Code. If these had been imposed, the account's performance
would have been adversely affected. Furthermore, the account belongs to an
affiliate of the Advisor and was funded with the affiliate's own money. As a
proprietary account, it did not incur any expenses, such as the advisory,
administrative, and other fees to which the Fund is subject. If the account had
incurred these expenses, its performance would have been lower.

You should not rely on the following performance information as an indication
of future performance of the Fund. The performance reflected below does not
represent the historical performance of the Fund. The performance information
relates to a period of time before the effective date of the Fund's
registration with the SEC as an open-end investment company.

The performance information below represents equity-only returns and assumes
reinvestment of net income and capital gain distributions. The Fund normally
holds a portion of its assets in cash to meet redemptions and make purchases.
Unlike the Fund, the account did not hold any cash during the period shown. If
it had, the account's performance would have been lower. Since the period shown
occurred during a rising market, the absence of cash in the account results in
even higher returns. The performance information is calculated using the same
methods for valuation of portfolio securities used by the Fund.

<TABLE>
<CAPTION>
Russell 2000
Period Ended Small Cap
May 31, 1998 Account Value index*
--------------------------------- ------- ------------
<S> <C> <C>
Since Inception (January 1, 1997) 44.06% 25.79%
12 Month (May 31, 1997-May 31, 1998) 48.10% 26.66%
Year Ended 12/31/97 52.67% 31.78%
</TABLE>

* The Russell 2000 Small Cap Value Index shows total return assuming the
reinvestment of dividends but does not reflect the deduction of fees,
expenses and taxes. Source: Frank Russell Company. The Russell 2000 Small Cap
Value Index is comprised of securities in the Russell 2000 Index with less
than average growth orientation. Companies in this Index generally have low
price-to-book and price-earnings ratios.

12
<PAGE>

.
REAL ESTATE FUND(US)

_______________________________________________________________________________

Investment Goal High level of total return, a combination of growth and
income

Principal The Real Estate Fund primarily invests in real estate
Investment investment trusts, and common stocks and other equity
Strategies securities of U.S. and foreign companies principally
engaged in the real estate industry. The Fund does not
invest in real estate directly.

In selecting investments for the Fund, the Advisor
analyzes long-term trends in property types and geographic
regions. The Advisor attempts to identify long term
patterns in the real estate industry through a combination
top-down (emphasis on markets and sectors) and bottom-up
(emphasis on individual industries and companies)
approach. In the top-down approach, the Advisor analyzes
demographic and economic trends, and reviews the real
estate cycle to determine which geographic regions and
property types will receive focus. In the bottom-up
approach, the Advisor researches individual companies. The
Advisor focuses on companies whose management has a stake
in the company's performance and that have strong balance
sheets and/or consistent earnings, and monitors both
internal growth prospects for each company and growth from
acquisitions or development.

Principal Risks In addition to the general risks of investing in any Stock
of Investing in Fund, this Fund is subject to the risk of concentrating
this Fund its investments in the real estate industry, which
includes the risk that the real estate industry will under
perform other industries, as well as the risk that issuers
in the real estate industry will be impacted by market
conditions, legislative or regulatory changes, or
competition. In addition, there are risks associated with
the direct ownership of real estate, including the
cyclical nature of real estate values, overbuilding and
increased competition, increases in property taxes and
operating expenses, and increases in interest rates.

The Fund is non-diversified, which means that it may
invest in the securities of relatively few issuers. As a
result, the Fund may be more susceptible to a single
adverse economic, political or regulatory occurrence
affecting one or more of these issuers, and may experience
increased volatility due to its investments in those
securities.

Investing in foreign countries poses distinct risks, since
political and economic events unique to a country or
region will affect those markets and their issuers. These
events will not necessarily affect the U.S. economy or
similar issuers located in the U.S. In addition,
investment in foreign countries are generally denominated
in a foreign currency. As a result, changes in the value
of those currencies compared to the U.S. dollar may affect
(positively or negatively) the value of a Fund's
investments. These currency movements may happen
separately from and in response to events that do not
otherwise affect the value of the security in the issuer's
home country.

13
<PAGE>

.
Performance Information _______________________________________________________

1998
- ------
- -12.35%

<TABLE>
<CAPTION>
Best Quarter
------------
<C> <S>
-0.09%
12/31/98
<CAPTION>
Worst Quarter
-------------
<C> <S>
-8.28%
9/30/98
</TABLE>

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the Russell 2000 Index and Morgan Stanley
REIT Index. An index measures the market prices of a specific group of
securities in a particular market or securities in a market sector. You cannot
invest directly in an index. An index does not have an investment advisor and
does not pay any commissions or expenses. If an index had expenses, its
performance would be lower. The Russell 2000 Index is a widely recognized
index of the 2000 smallest companies of the 3000 largest U.S. companies based
on market capitalization. The Morgan Stanley REIT Index is a market
capitalization weighted total return index of 93 REITs that exceed certain
minimum liquidity criteria concerning market capitalization, shares
outstanding, trading volume and per share market price.
<TABLE>
<CAPTION>
Since Inception
---------------
<S> <C>
Real Estate Fund -12.35%*
Russell 2000 Index -2.55%*
Morgan Stanley REIT Index -16.90%*
</TABLE>

* Fund inception and index inceptions computed from (12/31/97).

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees 1.00%
Other Expenses 1.42%
- -------------------------------------------
Total Annual Fund Operating Expenses 2.42%
- -------------------------------------------
Fee Waivers/1/ -.89%
- -------------------------------------------
Net Expenses 1.53%
- -------------------------------------------
</TABLE>

/1/The Advisor and Administrator have agreed to waive their fees through April
2000 in amounts necessary to limit advisory and administration fees to .70%
and .07%, respectively, of the Fund's net assets. Administration fees are
included in Other Expenses.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5% return. The example is based on Net Expenses for the
first year, and Total Annual Fund Operating Expenses for the remaining years.
Although your actual costs and returns might be different, your approximate
costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$156 $669 $1,210 $2,689
</TABLE>

14
<PAGE>

.
BALANCED FUND(US)

_______________________________________________________________________________

Investment Goal Favorable total rate of return through current income and
capital appreciation consistent with preservation of
capital

Principal The Balanced Fund invests in domestic and foreign stocks,
Investment bonds and cash. The Advisor allocates the Fund's assets
Strategies broadly among common and preferred stocks, convertible
securities, corporate bonds, U.S. government obligations
and mortgage-backed securities. Although the Advisor
focuses the Fund's fixed income securities on securities
rated in one of the four highest ratings categories by a
nationally recognized rating agency (commonly called
"investment grade"), the Fund may invest in lower rated
securities (commonly called "high yield" or "junk" bonds).
In allocating the Fund's assets, the Advisor uses a multi-
tiered diversification strategy. The Advisor begins by
allocating the Fund's assets between stocks and bonds,
with at least 25% of its total assets in senior fixed
income securities (i.e., a security with a claim on the
issuer's assets that would be paid before the issuer's
other obligations in the event of bankruptcy). Then, the
Advisor allocates assets invested in stocks between U.S.
and foreign stocks, further allocating assets invested in
U.S. stocks among large and small cap stocks. The Advisor
also allocates assets invested in large-cap stocks between
growth and value styles. The Advisor believes that this
multi-tiered approach allows the Fund to provide investors
with added value while reducing the effects of market
swings as investment strategies and styles go in and out
of favor.

There are no restrictions on the average maturity of the
Fund's fixed income securities or the maturity of any
single fixed income investment. Although the Advisor
focuses on bonds with intermediate maturities, maturities
may vary widely depending on the Advisor's assessment of
interest rate trends and other economic and market
factors.

Principal Risks The Fund is subject to the risk that its allocation of
of Investing in assets between stocks and fixed income securities may
this Fund under perform other allocations.

Investments in equity securities in general are subject to
market risks that may cause their prices to fluctuate over
time. In other words, the risk that stock prices will fall
over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the
Fund's equity securities may fluctuate drastically from
day-to-day. Individual companies may report poor results
or be negatively affected by industry or economic trends
and developments. The prices of securities issued by such
companies may suffer a decline in response.

15
<PAGE>

The prices of bonds and other fixed income securities
respond to economic developments, particularly interest
rate changes, as well as changes in the actual or
perceived creditworthiness of individual issuers,
including governments. Generally, fixed income securities
decrease in value if interest rates rise and vice versa.
Also, longer term securities are generally more volatile,
so the average maturity or duration of these securities
affects risk. High yield bonds involve greater risk of
default, or price declines than investment-grade
securities. The market prices of these securities can
change significantly for a number of reasons, such as
changes in interest rates, credit quality and stock
market activity. In addition, the trading market for
these securities is generally less liquid than for higher
rated securities.

The Fund may invest in mortgage-backed securities (and
collateralized mortgage obligations, a type of mortgage-
backed security). Mortgage-backed securities are fixed
income securities representing an interest in a pool of
underlying mortgage loans. They are sensitive to changes
in interest rates, but may respond to these changes
differently from other fixed income securities due to the
possibility of prepayment of the underlying mortgage
loans. Prepayment risk may make it difficult to calculate
the average maturity of a portfolio of mortgage-backed
securities and, therefore, to assess volatility risk.

The Fund is subject to additional risks, which are
discussed in the Statement of Additional Information.

16
<PAGE>

Performance Information __________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares
from year to year.

<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
12.94%
12/31/98

<CAPTION>
Worst Quarter
-------------
<S> <C>
-11.86%
9/30/98
</TABLE>

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the Russell 3000 Index and the Lehman
Brothers Aggregate Bond Index. An index measures the market prices of a
specific group of securities in a particular market or securities in a market
sector. You cannot invest directly in an index. An index does not have an
investment advisor and does not pay any commissions or expenses. If an index
had expenses, its performance would be lower. The Russell 3000 Index is a
widely recognized index of the 3000 largest U.S. companies based on market
capitalization. The Lehman Brothers Aggregate Bond Index is a widely
recognized index of U.S. government obligations, corporate bonds and mortgage-
backed securities.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Balanced Fund 9.97% 14.96% 12.63% 11.81%*
70% Russell 3000 Index/30% Lehman
Brothers Aggregate Bond Index 19.50% 20.28% 17.76% 16.50%*
</TABLE>

* Fund inception (1/4/93). Index inceptions computed from (12/31/92).

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .70%
Other Expenses .30%
- -------------------------------------------
Total Annual Fund Operating Expenses 1.00%
- -------------------------------------------
</TABLE>

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$102 $318 $552 $1,225
</TABLE>

17
<PAGE>

.
THE INTERNATIONAL FUNDS ________________________________________________________

Because the International Funds invest in foreign markets, either directly or
indirectly, each of these Funds is subject to the market and economic risks in
these foreign markets, including year 2000 issues. Investments in securities of
foreign companies or governments can be more volatile than investments in U.S.
companies or governments. Investing in foreign countries poses distinct risks,
since events unique to a country or region will affect those markets and their
issuers. These events will not necessarily affect the U.S. economy or similar
issuers located in the U.S. Diplomatic, political, or economic developments,
including nationalization or appropriation, also could affect investments in
foreign countries. Foreign securities markets generally have less trading
volume and less liquidity than U.S. markets. Foreign companies or governments
generally are not subject to uniform accounting, auditing, and financial
reporting standards comparable to those applicable to domestic U.S. companies
or governments. Transaction costs are generally higher than those in the U.S.
Expenses for custodial arrangements of foreign securities may be somewhat
greater than typical expenses for custodial arrangements of similar U.S.
securities. Some foreign governments levy withholding taxes against dividend
and interest income. Although in some countries a portion of these taxes is
recoverable, the non-recovered portion will reduce the income received from the
securities comprising the portfolio.

Investments in foreign countries are generally denominated in a foreign
currency. As a result, changes in the value of those currencies compared to the
U.S. dollar and in exchange control regulations may affect (positively or
negatively) the value of a Fund's investments and the dividends from those
securities. These currency movements may happen separately from and in response
to events that do not otherwise affect the value of the security in the
issuer's home country. Investments in foreign securities denominated in foreign
currencies involve additional risks. For example, a Fund may incur substantial
costs in connection with conversions between various currencies. The Funds
typically do not engage in hedging transactions, and the Advisor may choose not
to hedge under certain market or economic conditions. Further, a Fund may be
unable to hedge against possible variations in foreign exchange rates or to
hedge a specific security transaction or portfolio position, particularly with
respect to Latin American and Asian markets.

The International Funds, except the Asian Tigers, Latin America Equity and
International Fixed Income Funds, have investment goals of high total return.
Total return is a combination of income, from dividends or interest, and
capital appreciation, which results from an increase in the value of a security
(called unrealized appreciation) or from selling a security for more than its
cost (called realized appreciation). The current strategies of the
International Funds generally focus on capital appreciation rather than income.
As a result, in market conditions that favor funds that focus on income, these
Funds may not be able to achieve the same level of total return as other mutual
funds. For these Funds, income is typically incidental.

Each International Fund is subject to additional risks, which are described on
the following pages and in the Statement of Additional Information.

18
<PAGE>

.
INTERNATIONAL EQUITY FUND(US)

_______________________________________________________________________________

Investment Goal High level of total return through capital appreciation
and current income

Principal The International Equity Fund primarily invests in common
Investment stocks and other equity securities of foreign companies.
Strategies The Fund focuses on developed countries in Europe,
Australia and the Far East. The Advisor diversifies the
Fund's investments across three or more foreign countries
and seeks securities of companies with above average
growth potential and/or consistent earnings. In selecting
investments for the Fund, the Advisor uses a bottom-up
approach to identify attractive industries and companies
in various countries. The Advisor adjusts the Fund's
portfolio in response to changing growth scenarios for
various industry sectors and regions. While the Advisor
may not necessarily spread the Fund's investments among
more than three foreign countries, the Advisor intends to
diversify the Fund's investments among various countries
in an effort to reduce risks.

Principal Risks In addition to the general risks of investing in any
of Investing in International Fund, this Fund is subject to the risks
this Fund associated with equity investing. Investments in equity
securities in general are subject to market risks that may
cause their prices to fluctuate over time. In other words,
the risk that stock prices will fall over short or
extended periods of time. Historically, the equity markets
have moved in cycles, and the value of the Fund's equity
securities may fluctuate drastically from day-to-day.
Individual companies may report poor results or be
negatively affected by industry or economic trends and
developments. The prices of securities issued by such
companies may suffer a decline in response. Fluctuations
in the value of equity securities in which the Fund
invests will cause the net asset value of the Fund to
fluctuate.

On January 1, 1999, various European countries implemented
a plan to convert or tie their currencies to a new
currency unit, the euro. Although it is not possible to
predict the impact of this conversion on the Fund, the
ongoing conversion to the euro may change the economic
environment and behavior of investors, particularly in
European markets. The Advisor may need to modify the
Fund's strategy in response to these changes. The ongoing
conversion to the euro may adversely affect financial
markets worldwide and may cause fluctuations in the value
of the U.S. dollar and other major currencies.

19
<PAGE>

.
Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares from
year to year.

<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
22.35%
12/31/98
<CAPTION>
Worst Quarter
-------------
<S> <C>
-13.75%
9/30/98
</TABLE>

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those the Morgan Stanley Capital International
Europe, Australasia and Far East Index (MSCI EAFE Index). An index measures the
market prices of a specific group of securities in a particular market or
securities in a market sector. You cannot invest directly in an index. An index
does not have an investment advisor and does not pay any commissions or
expenses. If an index had expenses, its performance would be lower. The MSCI
EAFE Index is a widely recognized index of over 900 securities listed on the
stock exchanges in Europe, Australia and the Far East.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
International Equity Fund 25.43% 13.02% 11.21% 13.61%*
MSCI EAFE Index 20.00% 9.00% 9.19% 12.78%*
</TABLE>

* Fund inception (1/4/93). Index inception computed from (12/31/92)

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees 1.00%
Other Expenses .31%
- -------------------------------------------
Total Annual Fund Operating Expenses 1.31%
- -------------------------------------------
</TABLE>

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$133 $415 $718 $1,579
</TABLE>

20
<PAGE>

.
TRANSEUROPE FUND(US) (not currently available for purchase)

_______________________________________________________________________________

Investment Goal High level of total return through capital appreciation
and current income

Principal The TransEurope Fund primarily invests in common stocks
Investment and other equity securities of companies headquartered or
Strategies based in European countries. The Fund's investments are
diversified among issuers located in various European
countries, such as Belgium, Denmark, France, Germany,
Italy and Finland. The Fund focuses on developed
countries, but may invest in countries with emerging
markets, such as Hungary, Poland and Slovakia.

Since the Fund's investments are focused on securities of
issuers located in Europe, the Fund is subject to the risk
that securities of companies headquartered or based in
Europe will under perform the equity markets as a whole,
as well as the risk that issuers in Europe will be
impacted by the market conditions, legislative or
regulatory changes, competition, or political, economic,
or other developments in Europe. Government regulation and
restriction in many European countries may limit the
amount and extent of the Fund's investments in those
countries. Regional economics are often closely
interrelated, and political and economic developments,
affecting one region or country often affect other regions
or countries, thus subjecting the Fund to additional
risks.

On January 1, 1999, various European countries implemented
a plan to convert or tie their currencies to a new
currency unit, the euro. Although it is not possible to
predict the impact of this conversion on the Fund, the
ongoing conversion to the euro may change the economic
environment and behavior of investors, particularly in
European markets. The Advisor may need to modify the
Fund's strategy in response to these changes. The
conversion to the euro may adversely affect financial
markets worldwide and may cause fluctuations in the value
of the U.S. dollar and other major currencies.

21
<PAGE>

The Fund's investments in emerging market countries can
be considered speculative and, therefore, may offer
higher potential for gains and losses than investments in
developed markets of the world. Emerging market countries
are countries that the World Bank or the United Nations
considers to be emerging or developing. With respect to
any emerging market country, the risks associated with
foreign investing are greater. The economies of emerging
market countries generally are heavily dependent upon
international trade. These economies have been and may
continue to be adversely affected by trade barriers,
exchange or currency controls, managed adjustments in
relative currency value and other protectionist measures
imposed or negotiated by the countries with which they
trade. Emerging markets may be more likely to experience
political turmoil or rapid changes in market or economic
conditions than more developed countries. In addition,
the financial stability of issuers in emerging market
countries may be more precarious than in other countries.
As a result, there will tend to be more price volatility
in emerging market countries, which may be magnified by
currency fluctuations relative to the U.S. dollar.

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees 1.00%
Other Expenses* .54%
- -------------------------------------------
Total Annual Fund Operating Expenses 1.54%
- -------------------------------------------
</TABLE>
* Since the Fund has not started operations, Other Expenses are based on
estimated amounts for the current fiscal year.

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
<S> <C>
$157 $486
</TABLE>

22
<PAGE>

.
ASIAN TIGERS FUND (US)

_______________________________________________________________________________

Investment Goal Capital Appreciation

Principal The Asian Tigers Fund primarily invests in common stocks
Investment and other equity securities of companies headquartered or
Strategies based in Asian countries (other than Japan). The Advisor
diversifies the Fund's investments among various Asian
countries, such as Hong Kong, Singapore, South Korea,
Thailand, Taiwan and Indonesia, some of which have
emerging markets. The Fund does not intend to invest in
Japan. The Advisor allocates the Fund's investments
according to the relative attractiveness of the countries
and within those, the relative attractiveness of the
stocks. At the same time the Fund is managed in an effort
to reduce risk. In selecting investments for the Fund, the
Advisor evaluates each company using a combined top-down
(emphasis on market and sectors) and bottom-up (emphasis
on individual industries and companies) approach. The
Advisor tries to identify large capitalization, liquid
companies with growth potential.

Since the Fund's investments are focused on securities of
issuers located in Asia, the Fund is subject to the risk
that securities of companies headquartered or based in
Asia will under perform the equity markets as a whole, as
well as the risk that issuers in Asia will be impacted by
the market conditions, legislative or regulatory changes,
competition, or political, economic or other developments
in Asia. Government regulation and restrictions in many
Asian countries may limit the amount and extent of the
Fund's investments in those countries. Regional economics
are often closely interrelated, and political and economic
developments affecting one region or country often affect
other regions or countries, thus subjecting the Fund to
additional risks.

23
<PAGE>

The Fund's investments in emerging market countries can
be considered speculative and, therefore, may offer
higher potential for gains and losses than investments in
developed markets of the world. Emerging market countries
are countries that the World Bank or the United Nations
considers to be emerging or developing (e.g., South
Korea, Thailand). With respect to any emerging market
country, the risks associated with foreign investing are
greater. The economies of emerging market countries
generally are heavily dependent upon international trade.
These economies have been and may continue to be
adversely affected by trade barriers, exchange or
currency controls, managed adjustments in relative
currency value and other protectionist measures imposed
or negotiated by the countries with which they trade.
Emerging markets may be more likely to experience
political turmoil or rapid changes in market or economic
conditions than more developed countries. In addition,
the financial stability of issuers in emerging market
countries may be more precarious than in other countries.
As a result, there will tend to be more price volatility
in emerging market countries, which may be magnified by
currency fluctuations relative to the U.S. dollar.

24
<PAGE>

Performance Information _______________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares
from year to year.

<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
26.85%
12/31/98

<CAPTION>
Worst Quarter
-------------
<S> <C>
-28.21%
6/30/98
</TABLE>
This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the Morgan Stanley Capital International
(MSCI) All Asia Free ex-Japan Index. An index measures the market prices of a
specific group of securities in a particular market or securities in a market
sector. You cannot invest directly in an index. An index does not have an
investment advisor and does not pay any commissions or expenses. If an index
had expenses, its performance would be lower. The MSCI All Asia Free ex-Japan
Index is a widely recognized index that tracks seven Pacific Basin countries,
excluding Japan, and represents only those securities that are available for
investment by international investors.

<TABLE>
<CAPTION>
1 Year 3 Years Since Inception
------- ------- ---------------
<S> <C> <C> <C>
Asian Tigers Fund -11.37% -13.37% -7.19%*
MSCI All Asia Free ex-Japan Index -7.79% -15.39% -12.15%*
</TABLE>

* Fund inception (1/3/94). Index inception computed from (12/31/93).

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees 1.00%
Other Expenses .59%
- -------------------------------------------
Total Annual Fund Operating Expenses 1.59%
- -------------------------------------------
</TABLE>

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$162 $502 $866 $1,889
</TABLE>

25
<PAGE>

.
LATIN AMERICA EQUITY FUND (US)

________________________________________________________________________________

Investment Goal Long-term capital appreciation

Principal The Latin America Equity Fund primarily invests in common
Investment stocks and other equity securities of companies
Strategies headquartered or based in Latin American countries. The
Advisor diversifies the Fund's investments among various
Latin American countries, such as Argentina, Brazil,
Chile, Colombia, Mexico, Peru and Venezuela. In selecting
investments for the Fund, the Advisor seeks to benefit
from economic and other developments in Latin America.
The Advisor tries to identify companies with long-term
growth prospects whose securities are trading at
reasonable prices. The Advisor considers a company's
competitive advantages and its ability to sustain
earnings growth in comparison to its peers. The Advisor
selects the Fund's investments using a combination of
top-down (emphasis on market and sectors) and bottom-up
(emphasis on individual industries and companies)
approaches, with an emphasis on the latter. In an effort
to reduce risk, the Advisor diversifies the Fund's
investments among economic sectors.

Principal Risks In addition to the general risks of investing in any
of Investing in International Fund, this Fund is subject to the risks
this Fund associated with equity investing. Investments in equity
securities in general are subject to market risks that
may cause their prices to fluctuate over time. In other
words, the risk that stock prices will fall over short or
extended periods of time. Historically, the equity
markets have moved in cycles, and the value of the Fund's
equity securities may fluctuate drastically from day-to-
day. Individual companies may report poor results or be
negatively affected by industry or economic trends and
developments. The prices of securities issued by such
companies may suffer a decline in response. Fluctuations
in the value of equity securities in which the Fund
invests will cause the net asset value of the Fund to
fluctuate.

Since the Fund's investments are focused on securities of
issuers located in Latin America, the Fund is subject to
the risk that Latin American securities will under
perform the equity markets as a whole, as well as the
risk that issuers in Latin America will be impacted by
the market conditions, legislative or regulatory changes,
competition, or political, economic or other developments
in Latin America. Government regulation and restrictions
in many Latin American countries may limit the amount and
extent of the Fund's investments in those countries.
Regional economies are often closely interrelated, and
political and economic developments affecting one region
or country often affect other regions or countries, thus
subjecting the Fund to additional risks.

26
<PAGE>

The Fund's investments in emerging market countries can be
considered speculative and, therefore, may offer higher
potential for gains and losses than investments in
developed markets of the world. Emerging market countries
are countries that the World Bank or the United Nations
considers to be emerging or developing (e.g., Peru,
Venezuela). With respect to any emerging market country,
the risks associated with foreign investing are greater.
The economies of emerging market countries generally are
heavily dependent upon international trade. These
economies have been and may continue to be adversely
affected by trade barriers, exchange or currency controls,
managed adjustments in relative currency value and other
protectionist measures imposed or negotiated by the
countries with which they trade. Emerging markets may be
more likely to experience political turmoil or rapid
changes in market or economic conditions than more
developed countries. In addition, the financial stability
of issuers in emerging market countries may be more
precarious than in other countries. As a result, there
will tend to be more price volatility in emerging market
countries, which may be magnified by currency fluctuations
relative to the U.S. dollar.

The Fund is non-diversified, which means that it may
invest in the securities of relatively few issuers. As a
result, the Fund may be more susceptible to a single
adverse economic or political/regulatory occurrence
affecting one or more of these issuers, and may experience
increased volatility due to its investments in those
securities.

27
<PAGE>

Performance Information _______________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares
from year to year.

<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
22.73%
6/30/97
<CAPTION>
Worst Quarter
-------------
<S> <C>
-32.83%
9/30/98
</TABLE>

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the Morgan Stanley Capital International
(MSCI) Emerging Markets Latin America Free Index. An index measures the market
prices of a specific group of securities in a particular market or securities
in a market sector. You cannot invest directly in an index. An index does not
have an investment advisor and does not pay any commissions or expenses. If an
index had expenses, its performance would be lower. The MSCI Emerging Markets
Latin America Free Index is a widely recognized index of stocks from Latin
American countries.
<TABLE>
<CAPTION>
1 Year Since Inception
------- ---------------
<S> <C> <C>
Latin America Equity Fund -36.33% -4.82%*
MSCI Emerging Markets Latin America Free Index -35.11% -4.63%*
</TABLE>

* Fund inception (7/1/96). Index inception computed from (6/30/96).

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees 1.00%
Other Expenses .91%
- -------------------------------------------
Total Annual Fund Operating Expenses 1.91%
</TABLE>
- -----------------------------------------

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$194 $600 $1,032 $2,233
</TABLE>

28
<PAGE>

.
INTERNATIONAL FIXED INCOME FUND (US)

_______________________________________________________________________________

Investment Goal High level of total return, relative to funds with like
investment goals, measured in U.S. dollar terms, from
income and capital appreciation

Principal The International Fixed Income Fund primarily invests in
Investment debt securities of foreign companies and debt securities
Strategies issued by foreign governments (commonly called sovereign
debt). In selecting investments for the Fund, the Advisor
manages currency, interest rates, yield curve and credit
exposure in an effort to maximize returns. There are no
restrictions on the average maturity of the Fund or the
maturity of any single investment. Although the Advisor
generally focuses on investment grade bonds with
intermediate maturities, maturities may vary widely
depending on the Advisor's assessment of interest rate
trends and other economic and market factors.

Principal Risks In addition to the general risks of investing in any
of Investing in International Fund, this Fund is subject to the risks of
this Fund investing in corporate debt and other fixed income
securities. The prices of bonds and other fixed income
securities respond to economic developments, particularly
interest rate changes, as well as to changes in the actual
or perceived creditworthiness of individual issuers,
including governments. Generally, fixed income securities
decrease in value if interest rates rise and vice versa.
Also, longer term securities are generally more volatile,
so the average maturity or duration of these securities
affects risk. The volatility of lower rated securities is
even greater since the prospects for repayment of
principal and interest are more speculative.

Investing in sovereign debt involves a high degree of
risk, since the government that controls the repayment of
the debt may not be willing or able to repay principal or
interest when it is due. This may happen as a result of
political constraints, cash flow problems and other
national economic factors. As a result, government may
default on their debt obligations, which may require the
Fund to participate in debt rescheduling or other
proceedings.

Although the International Funds typically do not engage
in hedging activities, this Fund may do so occasionally.

29
<PAGE>

Performance Information _______________________________________________________
The bar chart and the performance table below illustrate some of the risks and
past volatility of an investment in the Fund. Of course, the Fund's past
performance does not necessarily indicate how the Fund will perform in the
future.
The bar chart shows changes in the performance of the Fund's Common Shares
from year to year.

<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
12.05%
3/31/95

<CAPTION>
Worst Quarter
-------------
<S> <C>
-5.96%
3/31/97
</TABLE>
[Bar Chart appears here]

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the J.P. Morgan Global Non-U.S.
Government Bond Index. An index measures the market prices of a specific group
of securities in a particular market or securities in a market sector. You
cannot invest directly in an index. An index does not have an investment
advisor and does not pay any commissions or expenses. If an index had
expenses, its performance would be lower. The J.P. Morgan Global Non-U.S.
Government Bond Index is a widely recognized index of bonds issued by
governments other than the U.S.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
International Fixed Income Fund 15.15% 3.68% 5.85% 7.42%*
J.P. Morgan Global Non-U.S. Government
Bond Index 18.28% 6.21% 8.77% 9.61%*
</TABLE>

* Fund inception (2/7/93). Index inception computed from (1/31/93).

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .80%
Other Expenses .76%
- -------------------------------------------
Total Annual Fund Operating Expenses 1.56%
- -------------------------------------------
Fee Waiver/1/ -.05%
- -------------------------------------------
Net Expenses 1.51%
- -------------------------------------------
</TABLE>

/1/The Administrator has agreed to waive its fees through April 2000 in an
amount necessary to limit administration fees (included in Other Expenses) to
.10% of the Fund's net assets.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5% return. The example is based on Net Expenses for the
first year, and the Total Annual Fund Operating Expenses for the remaining
years. Although your actual costs and returns might be different, your
approximate costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$154 $488 $845 $1,852
</TABLE>

30
<PAGE>

.
THE BOND FUNDS ________________________________________________________________

The Bond Funds are subject to the risks of investing in bonds and other fixed
income securities. The prices of bonds and other fixed income securities
respond to economic developments, particularly interest rate changes, as well
as to changes in the actual or perceived creditworthiness and even year 2000
readiness of individual issuers, including governments. Generally, fixed
income securities decrease in value if interest rates rise and vice versa.
Also, longer term securities are generally more volatile, so the average
maturity or duration of these securities affects risk. Lower rated securities
are also volatile, since the prospects for repayment of principal and interest
are more speculative.

Each Bond Fund is subject to additional risks, which are described on the
following pages and in the Statement of Additional Information.

31
<PAGE>

.
FIXED INCOME FUND (US)

________________________________________________________________________________

Investment Goal High level of total return, relative to funds with like
investment goals, from income, and to a lesser degree,
capital appreciation

Principal The Fixed Income Fund primarily invests in debt
Investment securities, such as corporate bonds and U.S. Treasury and
Strategies government agency obligations, mortgage-backed securities
and asset-backed securities. In selecting investments for
the Fund, the Advisor seeks securities that show
improving fundamentals not yet reflected in their price.
The Advisor broadly emphasizes all fixed income
securities, including mortgage-backed, corporate and U.S.
government securities, in an effort to reduce risk. The
Advisor actively manages four key components of portfolio
risk:
. Duration (the sensitivity of a bond's price to
changes in interest rates) is targeted in an
attempt to position the Fund's portfolio to take
advantage of changing economic conditions,
inflation and market values.
. Yield curve (the range of yields offered from short
term securities to long-term) allocations are based
on a detailed analysis of interest rates, the
portfolio's duration targets and a review of
Federal Reserve policy.
. Sector allocation (the percentage of assets in
corporate bonds, governments, etc.) is determined
by analysis of such factors as economic conditions,
current prices and market sentiment.
. Security selection is based on a fundamental
understanding of each holding including credit
analysis, market value and price volatility.

There are no restrictions on the average maturity of the
Fund or the maturity of any single investment. Although
the Advisor generally focuses on investment grade
securities with intermediate to long maturities,
maturities may vary widely depending on the Advisor's
assessment of interest rate trends and other economic and
market factors. In addition, the Fund may invest in fixed
income securities rated below investment grade (commonly
called "high yield" or "junk" bonds).

Principal Risks In addition to the general risks of investing in any Bond
of Investing in Fund, this Fund is subject to the risks of investing in
this Fund U.S. government and mortgage-backed securities. Although
investments in U.S. government securities are considered
to be among the safest investments, they are not
guaranteed against price movements due to changing
interest rates. Obligations issued by some U.S.
government agencies are backed by the U.S. Treasury,
while others are backed solely by the ability of the
agency to borrow from the U.S. Treasury or by the
agency's own resources. High yield bonds involve greater
risk of default or price declines than investment-grade
securities. The market prices of these securities can
change significantly for a number of reasons, such as
changes in interest rates, credit quality and stock
market activity. In addition, the trading market for
these securities is generally less liquid than for higher
rated securities.

32
<PAGE>

Mortgage backed securities are fixed income securities
representing an interest in a pool of underlying mortgage
loans. They are sensitive to changes in interest rates,
but may respond to these changes differently from other
fixed income securities due to the possibility of
prepayment of the underlying mortgage loans. Prepayment
risk may make it difficult to calculate the average
maturity of a portfolio of mortgage-backed securities and,
therefore, to assess volatility risk.

Due to its investment strategy, the Fund may have a high
portfolio turnover rate. A portfolio turnover rate of 100%
or more may result in higher transaction costs, higher
levels of realized capital gains and additional taxes than
if the turnover rate was lower. In seeking total return
opportunities the Advisor considers such costs and
potential gains and taxes in determining whether to sell a
particular security.

33
<PAGE>

Performance Information __________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares
from year to year.

<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
5.93%
6/30/95

<CAPTION>
Worst Quarter
-------------
<S> <C>
-2.89%
3/31/94
</TABLE>

[Bar Chart appears here]

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the Lehman Brothers Aggregate Bond Index.
An index measures the market prices of a specific group of securities in a
particular market or securities in a market sector. You cannot invest directly
in an index. An index does not have an investment advisor and does not pay any
commissions or expenses. If an index had expenses, its performance would be
lower. The Lehman Brothers Aggregate Bond Index is a widely recognized index
of U.S. government obligations, corporate bonds and mortgage-backed
securities.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Fixed Income Fund 7.13% 6.56% 6.50% 7.06%*
Lehman Brothers Aggregate Bond Index 8.69% 7.29% 7.27% 7.68%*
</TABLE>

* Fund inception (1/4/93). Index inception computed from (12/31/92).

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .60%
Other Expenses .23%
- -------------------------------------------
Total Annual Fund Operating Expenses .83%
- -------------------------------------------
Fee Waivers/1/ -.15%
- -------------------------------------------
Net Expenses .68%
- -------------------------------------------
</TABLE>

/1/The Advisor and Administrator have agreed to waive their fees through April
2000 in amounts necessary to limit advisory and administration fees to .50%
and .10%, respectively, of the Fund's net assets. Administration fees are
included in Other Expenses.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5% return. The example is based on Net Expenses for the
first year, and Total Annual Fund Operating Expenses for the remaining years.
Although your actual costs and returns might be different, your approximate
costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$69 $250 $446 $1,011
</TABLE>

34
<PAGE>

.
INTERMEDIATE GOVERNMENT FIXED INCOME FUND (US)

_______________________________________________________________________________

Investment Goal High level of total return, relative to funds with like
investment goals, consistent with preservation of capital,
from income and, to a lesser degree, capital appreciation

Principal The Fund invests substantially all of its assets in U.S.
Investment government obligations, including U.S. Treasury
Strategies obligations, U.S. government agency securities and
mortgage-backed securities issued by such agencies. The
Advisor anticipates that, under normal circumstances, the
Fund's dollar-weighted average maturity will range from
three to ten years.

In selecting investments for the Fund, the Advisor
actively manages four key components of portfolio risk:

. Duration (the sensitivity of a bond to changes in
interest rates) is targeted in an attempt to
position the Fund's portfolio to take advantage of
changing economic conditions, inflation and market
values.

. Yield curve (the range of yields offered from short
term securities to long-term) allocations are based
on a detailed analysis of interest rates, the
portfolio's duration targets and a review of Federal
Reserve policy.

. Sector allocation (the percentage of assets in
Treasuries, mortgage-backed securities, etc.) is
determined by analysis of such factors as economic
conditions, current prices and market sentiment.

. Security selection is based on a fundamental
understanding of each holding including market value
and price volatility.

Mortgage backed securities (including collateralized
mortgage obligations, a type of mortgage-backed security)
are fixed income securities representing an interest in a
pool of underlying mortgage loans. They are sensitive to
changes in interest rates, but may respond to these
changes differently from other fixed income securities due
to the possibility of prepayment of the underlying
mortgage loans. Prepayment risk may make it difficult to
calculate the average maturity of a portfolio of mortgage-
backed securities and, therefore, to assess volatility
risk. The Advisor actively manages this risk.

Due to its investment strategy, the Fund may have a high
portfolio turnover rate. A portfolio turnover rate of 100%
or more may result in higher brokerage transaction costs,
higher levels of realized capital gains and additional
taxes than if the turnover rate was lower. In seeking
total return opportunities, the Advisor considers such
costs and potential gains and taxes in determining whether
to sell a particular security.

35
<PAGE>

Performance Information _______________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares
from year to year.

<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
4.87%
9/30/98

<CAPTION>
Worst Quarter
-------------
<S> <C>
-2.42%
3/31/94
</TABLE>

[GRAPH]

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the Lehman Brothers Intermediate
Government Bond Index. An index measures the market prices of a specific group
of securities in a particular market or securities in a market sector. You
cannot invest directly in an index. An index does not have an investment
advisor and does not pay any commissions or expenses. If an index had
expenses, its performance would be lower. The Lehman Brothers Intermediate
Government Bond Index is a widely recognized index of U.S. government
obligations, corporate bonds and mortgage-backed securities.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Intermediate Government Fixed Income
Fund 8.16% 6.51% 5.99% 6.00%*
Lehman Brothers Intermediate Government
Bond Index 8.49% 6.73% 6.45% 6.74%*
</TABLE>

* Fund inception (1/4/93). Index inception computed from (12/31/92).

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .60%
Other Expenses .39%
- -------------------------------------------
Total Annual Fund Operating Expenses .99%
- -------------------------------------------
Fee Waivers/1/ -.15%
- -------------------------------------------
Net Expenses .84%
- -------------------------------------------
</TABLE>

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5% return. The example is based on Net Expenses for the
first year, and Total Annual Fund Operating Expenses for the remaining years.
Although your actual costs and returns might be different, your approximate
costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$86 $300 $532 $1,199
</TABLE>

36
<PAGE>

.
TAX-EXEMPT FIXED INCOME FUND (US)
- -------------------------------------------------------------------------------

Investment Goal High level of total return, relative to funds with like
investment goals, from income, consistent with
preservation of capital

Principal The Tax-Exempt Fixed Income Fund primarily invests in debt
Investment securities and invests at least 80% of its net assets in
Strategies securities that pay income exempt from Federal income and
alternative minimum taxes. The issuers of these securities
may be located in any U.S. state, territory or possession.
The Advisor varies the Fund's concentration of investments
among regions based on its analysis of market conditions
and seeks to take advantage of economic developments. In
selecting investments for the Fund, the Advisor focuses on
securities of municipal issuers with improving credit,
while limiting risk as much as possible.

There are no restrictions on the average maturity of the
Fund or the maturity of any single investment. Although
the Advisor focuses on investment grade securities with
intermediate to longer-term securities, maturities may
vary widely depending on the Advisor's assessment of
interest rate trends and other economic and market
factors.

The Advisor actively manages four key components of
portfolio risk:

. Sector allocation (the percentage of assets in
securities issued to fund housing projects, airports
or hospitals for example) is determined by analysis
of such factors as economic conditions, current
prices and market sentiment.

. Security selection is based on a fundamental
understanding of each holding including credit
analysis, market value and price volatility.

Principal Risks In addition to the general risks of investing in any Bond
of Investing in Fund, this Fund is subject to the risks of investing in
this Fund municipal securities. There may be economic or political
changes that impact the ability of municipal issuers to
repay principal and to make interest payments on municipal
securities. Changes to the financial condition or credit
rating or year 2000 difficulties of municipal issuers may
also adversely affect the value of the Fund's municipal
securities. Constitutional or legislative limits on
borrowing by municipal issuers may result in reduced
supplies of municipal securities. Moreover, certain
municipal securities are backed only by a municipal
issuer's ability to levy and collect taxes.

37
<PAGE>

.
Performance Information _______________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares
from year to year.

<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
5.94%
3/31/95

<CAPTION>
Worst Quarter
-------------
<S> <C>
-5.34%
3/31/94
</TABLE>

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Tax-Exempt Fixed Income Fund 5.79% 6.00% 5.55% 6.05%*
Lehman Brothers Municipal Bond Index 6.48% 6.69% 6.23% 7.21%*
</TABLE>

*Fund inception (1/4/93). Index inception computed from (12/31/92).

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .60%
Other Expenses .42%
- -------------------------------------------
Total Annual Fund Operating Expenses 1.02%
- -------------------------------------------
Fee Waivers/1/ -.15%
- -------------------------------------------
Net Expenses .87%
- -------------------------------------------
</TABLE>

/1/The Advisor and the Administrator have agreed to waive their fees through
April 2000 in amounts to limit advisory and administration fees to .50% and
.10%, respectively, of the Fund's net assets. Administration fees are included
in Other Expenses.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5%. The example is based on Net Expenses for the first
year, and Total Annual Fund Operating Expenses for the remaining years.
Although your actual costs and returns might be different, your approximate
costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$89 $310 $549 $1,234
</TABLE>

38
<PAGE>

.
LIMITED VOLATILITY FIXED INCOME FUND (US) (not currently available
for purchase)

_______________________________________________________________________________

Investment Goal High level of current income, consistent with relative
stability of principal

Principal The Limited Volatility Fixed Income Fund primarily invests
Investment in a diversified portfolio of investment grade corporate
Strategies bonds, U.S. government agency securities, municipal
securities and sovereign debt securities. Under normal
circumstances, the Fund's dollar-weighted average maturity
will be less than six years.

Principal Risks In addition to the general risks of investing in any Bond
of Investing in Fund, this Fund is subject to the risks of investing in
this Fund municipal securities, foreign securities and sovereign
debt.

There may be economic or political changes that impact the
ability of municipal issuers to repay principal and to
make interest payments on municipal securities. Changes to
the financial condition or credit rating of municipal
issuers may also adversely affect the value of the Fund's
municipal securities. Constitutional or legislative limits
on borrowing by municipal issuers may result in reduced
supples of municipal securities. Moreover, certain
municipal securities are backed only by a municipal
issuer's ability to levy and collect taxes.

Investing in foreign countries poses distinct risks, since
political and economic events unique to a country or
region will affect those markets and their issuers. These
events will not necessarily affect the U.S. economy or
similar issuers located in the U.S. In addition,
investments in foreign countries are generally denominated
in a foreign currency. As a result, changes in the value
of those currencies compared to the U.S. dollar may affect
(positively or negatively) the value of a Fund's
investments. These currency movements may happen
separately from and in response to events that do not
otherwise affect the value of the security in the issuer's
home country.

39
<PAGE>

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .60%
Other Expenses/1/ .24%
- -------------------------------------------
Total Annual Fund Operating Expenses .84%
- -------------------------------------------
Fee Waiver/2/ -.10%
- -------------------------------------------
Net Expenses .74%
- -------------------------------------------
</TABLE>
/1/Since the Fund has not started operating, Other Expenses are based on
estimated amounts for the current fiscal year.
/2/ The Advisor has agreed to waive its fees through April 2000 in an amount
necessary to limit advisory fees to .50% of the Fund's net assets.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5% return. The example is based on Net Expenses for the
first year, and Total Annual Fund Operating Expenses for the remaining years.
Although your actual costs and returns might be different, your approximate
costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
<S> <C>
$76 $258
</TABLE>

40
<PAGE>

.
THE MONEY MARKET FUNDS ________________________________________________________

Money market funds invest in high quality, short-term debt securities,
commonly known as money market instruments. These generally include CDs,
bankers' acceptances, U.S. Treasury securities, some municipal securities,
commercial paper, and repurchase agreements involving these instruments.
Money market funds follow strict rules about credit risk, maturity and
diversification of its investments. An investment in a money market fund
is not a bank deposit. Although a money market fund seeks to keep a
constant price per share of $1.00, you may lose money by investing in a
money market fund.

Each Money Market Fund is subject to additional risks, which are described
on the following pages and in the Statement of Additional Information.

41
<PAGE>

.
TREASURY MONEY MARKET FUND (US)

________________________________________________________________________________

Investment Goal To preserve principal value and maintain a high degree of
liquidity while providing current income

Principal The Treasury Money Market Fund invests substantially all
Investment of its assets in high-quality U.S. Treasury money market
Strategies instruments, repurchase agreements involving these
obligations, and shares of money market funds that invest
in U.S. Treasury obligations. The Advisor structures the
Fund's portfolio based on its outlook on:

. interest rates,
. market conditions, and
. liquidity needs.

The Advisor adjusts the average maturity of the Fund in
anticipation of changes in short-term interest rates.
Important factors include an assessment of Federal
Reserve policy and an analysis of the yield curve (the
range of yields offered).

42
<PAGE>

Performance Information _______________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares
from year to year.

<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
1.34%
6/30/95
<CAPTION>
Worst Quarter
-------------
<S> <C>
.65%
3/31/94
</TABLE>

[BAR CHART FOR CALENDAR YEARS 1994-1998]
This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the IBC U.S. Treasury Average. An average
measures the share prices of a specific group of mutual funds with a
particular investment objective. You cannot invest directly in an average. The
IBC U.S. Treasury Average is a composite of mutual funds with investment goals
similar to the Fund's goal.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Treasury Money Market Fund 4.90% 4.89% 4.71% 4.35%*
IBC U.S. Treasury Average 4.65% 4.73% 4.60% 4.27%*
</TABLE>

*Fund inception (1/4/93). Average inception computed from (12/31/92).

To obtain the Fund's current yield, please call 1-800-443-4725.

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .35%
Other Expenses .21%
- -------------------------------------------
Total Annual Fund Operating Expenses .56%
- -------------------------------------------
Fee Waivers/1/ -.23%
- -------------------------------------------
Net Expenses .33%
- -------------------------------------------
</TABLE>

/1/The Advisor and Administrator have agreed to waive their fees through April
2000 in amounts necessary to limit advisory and administration fees to .20%
and .07%, respectively, of the Fund's net assets. Administration fees are
included in Other Expenses.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5% return. The example is based on Net Expenses for the
first year, and Total Annual Fund Operating Expenses for the remaining years.
Although your actual costs and returns might be different, your approximate
costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$34 $156 $290 $679
</TABLE>

43
<PAGE>

.
GOVERNMENT MONEY MARKET FUND (US)

________________________________________________________________________________

Investment Goal To provide as high a level of current income as is
consistent with the preservation of capital and liquidity

Principal The Government Money Market Fund invests 100% of its
Investment assets in U.S. government money market instruments, such
Strategies as U.S. Treasury obligations and U.S. government agency
securities, and repurchase agreements involving these
instruments. The Advisor structures the Fund's portfolio
based on its outlook on:
. interest rates,
. market conditions, and
. liquidity needs.
The Advisor monitors the Fund's investments and adjusts
the average maturity of the Fund in anticipation of
changes in short-term interest rates. Important factors
include an assessment of Federal Reserve policy and an
analysis of the yield curve (the range of yields
offered).

44
<PAGE>

Performance Information _______________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares
from year to year.

<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
1.40%
6/30/95
<CAPTION>
Worst Quarter
-------------
<S> <C>
.74%
3/31/94
</TABLE>

[BAR CHART FOR CALENDAR YEARS 1994-1998]
This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the IBC Total Government Average. An
average measures the share prices of a specific group of mutual funds with a
particular investment goal. You cannot invest directly in an average. The IBC
Total Government Average is a composite of mutual funds with investment goals
similar to the Fund's goal.
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Government Money Market Fund 5.24% 5.22% 5.03% 4.69%*
IBC Total Government Average 4.97% 4.97% 4.81% 4.45%*
</TABLE>

*Fund inception (1/4/93). Average inception computed from (12/31/92).
To obtain the Fund's current yield, please call 1-800-443-4725.

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .20%
Other Expenses .19%
- -------------------------------------------
Total Annual Fund Operating Expenses .39%
- -------------------------------------------
Fee Waiver/1/ -.08%
- -------------------------------------------
Net Expenses .31%
- -------------------------------------------
</TABLE>

/1/The Administrator has agreed to waive its fees through April 2000 in an
amount necessary to limit administration fees (included in Other Expenses) to
.07% of the Fund's net assets.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5% return. The example is based on Net Expenses for the
first year, and Total Annual Fund Operating Expenses for the remaining years.
Although your actual costs and returns might be different, your approximate
costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$32 $117 $211 $485
</TABLE>

45
<PAGE>

.
MONEY MARKET FUND (US)

________________________________________________________________________________

Investment Goal To provide as high a level of current income as is
consistent with the preservation of capital and liquidity

Principal The Money Market Fund invests substantially all of its
Investment assets in high quality money market instruments issued by
Strategies corporations, banks and the U.S. government or its
agencies or instrumentalities, as well as repurchase
agreements involving these instruments. The Advisor
structures the Fund's portfolio based on its outlook on:

. interest rates,
. market conditions, and
. liquidity needs.

The Advisor monitors the Fund's investments for credit
quality changes and may adjust the average maturity of
the Fund in anticipation of changes in short-term
interest rates. Important factors include an assessment
of Federal Reserve policy and an analysis of the yield
curve (the range of yields offered).

Principal Risks An investment in the Fund is subject to the risk that the
of Investing in Fund's yield will decline due to falling interest rates.
This Fund A Fund share is not a bank deposit and is not insured or
guaranteed by the FDIC or any government agency. In
addition, the Fund is subject to the risk that an issuer
will be unable to make timely payments of principal or
interest. Changes in the credit ratings of issuers could
affect the Fund's share price. Although the Fund tries to
keep a constant price per share of $1.00, you may lose
money by investing in the Fund.

46
<PAGE>

Performance Information _______________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares
from year to year.

The bar chart shows changes in the performance of the Fund's Common Shares
from year to year.

<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
1.42%
6/30/95

<CAPTION>
Worst Quarter
-------------
<S> <C>
.76%
3/31/94
</TABLE>

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the IBC Total Taxable Average. An average
measures the share prices of a specific group of mutual funds with a
particular investment goal. You cannot invest directly in an average. The IBC
Total Taxable Average is a composite of mutual funds with investment goals
similar to the Fund's goal.
[BAR CHART FOR CALENDAR YEARS 1994-1998]

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Money Market Fund 5.33% 5.29% 5.10% 4.75%*
IBC Total Taxable Average 5.04% 5.04% 4.87% 4.50%*
</TABLE>

*Fund inception (1/4/93). Average inception computed from (12/31/92).

To obtain the Fund's current yield, please call 1-800-443-4725.

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .35%
Other Expenses .18%
- -------------------------------------------
Total Annual Fund Operating Expenses .53%
- -------------------------------------------
Fee Waivers/1/ -.23%
- -------------------------------------------
Net Expenses .30%
- -------------------------------------------
</TABLE>
/1/The Advisor and Administrator have agreed to waive their fees through April
2000 in amounts necessary to limit advisory and administration fees to .20%
and .07%, respectively, of the Fund's net assets. Administration fees are
included in Other Expenses.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5% return.The example is based on Net Expenses for the
first year, and Total Annual Fund Operating Expenses for the remaining years.
Although your actual costs and returns might be different, your approximate
costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$31 $147 $273 $643
</TABLE>

47
<PAGE>

.
TAX-EXEMPT MONEY MARKET FUND (US)

________________________________________________________________________________

Investment Goal To preserve principal value and maintain a high degree of
liquidity while providing current income exempt from
Federal income tax and not included as a preference item
under the Federal alternative minimum tax

Principal The Tax-Exempt Money Market Fund invests substantially
Investment all of its assets in high quality money market
Strategies instruments issued by municipalities and other issuers.
Under normal circumstances, the Fund invests at least 80%
of its net assets in securities that pay income exempt
from Federal income and alternative minimum taxes. These
issuers may be located in any state, territory or
possession of the U.S., or the District of Columbia. The
Advisor emphasizes particular sectors of the municipal
money market that it expects will outperform the market
as a whole. The Advisor structures the Fund's portfolio
based on its outlook on:

. interest rates,
. market conditions, and
. liquidity needs.

The Advisor monitors the Fund for credit quality changes
and adjusts maturities in anticipation of changes in
interest rates. Important factors include an assessment
of Federal Reserve policy and an analysis of the yield
curve (the range of yields offered).

Principal Risks An investment in the Fund is subject to the risk that the
of Investing in Fund's yield will decline due to falling interest rates.
This Fund In addition, since the Fund may purchase securities
supported by credit enhancements from banks and other
financial institutions, changes in the credit quality of
these institutions could cause losses to the Fund and
affect its share price. A Fund share is not a bank
deposit and is not insured or guaranteed by the FDIC or
any government agency. Although the Fund tries to keep a
constant price per share of $1.00, you may lose money by
investing in the Fund.

48
<PAGE>

Performance Information _______________________________________________________

The bar chart shows changes in the performance of the Fund's Common Shares
from year to year.
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
2.50% 3.49% 3.14% 3.36% 3.21%
</TABLE>

<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
.91%
6/30/95
<CAPTION>
Worst Quarter
-------------
<S> <C>
.50%
3/31/94
</TABLE>

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Tax-Exempt Money Market Fund 3.21% 3.24% 3.14% 2.95%*
IBC Total Tax-Free Average 2.94% 3.03% 2.96% 2.79%*
</TABLE>

*Fund inception (1/4/93). Average inception computed from (12/31/92).

To obtain the Fund's current yield, please call 1-800-443-4725.

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .35%
Other Expenses .20%
- -------------------------------------------
Total Annual Fund Operating Expenses .55%
- -------------------------------------------
Fee Waivers/1/ -.23%
- -------------------------------------------
Net Expenses .32%
- -------------------------------------------

</TABLE>

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5% return. The example is based on Net Expenses for the
first year, and Total Annual Fund Operating Expenses for the remaining years.
Although your actual costs and returns might be different, your approximate
costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$33 $153 $284 $667
</TABLE>

49
<PAGE>

.
More Information About Risk ____________________________________________________
This section gives you more information about the risks of investing in the
Funds. The Funds may invest in other securities, use other strategies and
engage in other investment practices than those described in this Prospectus.
These are discussed in detail in the Statement of Additional Information.

Type of Risk Funds Subject to Risk

Early Closing Risk--Unanticipated early All Funds
closings of markets or exchanges may result in
a Fund being unable to sell or buy securities
on that day. If an exchange or market closes
early on a day when a Fund needs to execute a
high volume of securities trades late in a
trading day, a Fund might incur substantial
trading losses

Convertible Securities--Convertible securities Stock Funds Balanced Fund
have characteristics of both fixed income and International Funds Bond
equity securities. The value of the convertible Funds
security tends to move with the market value of
the underlying stock, but may also be affected
by interest rates, credit quality of the issuer
and any call provisions.

Fixed Income Risk--In addition to the general Balanced Fund
risks of investing in bonds and other fixed International Fixed Income
income securities, different types of fixed Fund Bond Funds
income securities may be subject to the
following additional risks:

Call Risk--During periods of falling
interest rates, debt obligations with high
interest rates may be prepaid (or "called")
by the issuer prior to maturity. This may
cause a Fund's average weighted maturity to
fluctuate, and may require a Fund to invest
the resulting proceeds elsewhere, at
generally lower interest rates.

Credit Risk--The possibility that an issuer
will be unable to make timely payments of
either principal or interest.

Since a Fund may purchase securities backed
by credit enhancements from banks and other
financial institutions, changes in the
credit ratings of these institutions could
cause the Fund to lose money and may affect
the Fund's share price.

Event Risk--Securities may suffer
substantial declines in credit quality and
market value due to corporate or
governmental restructurings. While this risk
may be high for certain securities held by a
Fund, the overall risk should be reduced
because of the Fund's multiple holdings.

50
<PAGE>

Type of Risk

Funds Subject to Risk

Hedging Risk--Hedging is a strategy designed to Stock Funds Balanced Fund
offset investment risks. Hedging activities International Funds Bond
include, among other things, the use of Funds
forwards, options and futures. The Funds
typically do not engage in hedging
transactions. Further, the Advisor may choose
not to hedge under certain market or economic
conditions.

There are risks associated with hedging
activities, including:

. The success of a hedging strategy depends
on an ability to predict movements in the
prices of individual securities,
fluctuations in markets, and movements in
interest and currency exchange rates;

. There may be an imperfect or no
correlation between the changes in market
value of the securities held by the Fund
or the currencies in which those
securities are denominated and the prices
of forward contracts, futures and options
on futures;

. There may not be a liquid secondary
market for a futures contract or option;

. Trading restrictions or limitations may
be imposed by an exchange, and government
regulations may restrict trading in
currencies, futures contracts and
options. Currently, only a limited
market, if any, exists for hedging
transactions relating to currencies in
certain markets, including Latin
American, Asian and emerging markets
generally. This may limit a Fund's
ability to effectively hedge its
investments in those markets.

Futures--The Funds may, but typically do Stock Funds Balanced Fund
not, use futures contracts and related International Funds Bond
options for bona fide hedging purposes to Funds
offset changes in the value of securities
held or expected to be acquired. They may
also be used to gain exposure to a
particular market or instrument, to create
a certain market position, and for certain
other tax-related purposes. Futures
contracts and options on futures contracts
provide for the future sale by one party
and purchase by another party of a
specified amount of a specific security at
a specified future time and at a specified
price. An option on a futures contract
gives the purchaser the right, in exchange
for a premium, to assume a position in a
futures contract at a specified exercise
price during the term of the option. Index
futures are futures contracts for various
indices that are traded on registered
securities exchanges.

51
<PAGE>

.
Type of Risk Funds Subject to Risk

Options--The buyer of an option acquires Stock Funds Balanced Fund
the right to buy (a call option) or sell International Funds Bond
(a put option) a certain quantity of a Funds
security (the underlying security) or
instrument at a certain price up to a
specified point in time. The seller or
writer of an option is obligated to sell
(a call option) or buy (a put option) the
underlying security. When writing
(selling) call options on securities, the
Funds may cover its positions by owning
the underlying security on which the
option is written or by owning a call
option on the underlying security.
Alternatively, the Funds may cover its
position by maintaining in a segregated
account cash or liquid securities equal
in value to the exercise price of the
call option written by the Funds.

Because option premiums paid or received
by the Funds are small in relation to the
market value of the investments
underlying the options, buying and
selling put and call options can be more
speculative than investing directly in
securities. The aggregate value of option
positions may not exceed 10% of a Fund's
net assets at the time the Fund enters
into an option contract.

Year 2000 Risk--The Funds depend on the All Funds
smooth functioning of computer systems in
almost every aspect of their business. Like
other mutual funds, businesses and
individuals around the world, the Funds could
be adversely affected if the computer systems
used by its service providers do not properly
process dates on and after January 1, 2000,
and distinguish between the year 2000 and the
year 1900. The Funds have asked their service
providers whether they expect to have their
computer systems adjusted for the year 2000
transition, and are seeking assurances from
their service providers that they are
devoting significant resources to prevent
material adverse consequences to the Funds.
While it is likely that such assurances will
be obtained, the Funds and their shareholders
may experience losses if these assurances
prove to be incorrect or as a result of year
2000 computer difficulties experienced by
U.S. and foreign issuers of portfolio
securities, particularly governmental
issuers, or third parties, such as
custodians, banks, broker-dealers or others
with which the Funds do business.
Furthermore, many foreign countries are not
as prepared as the U.S. for the year 2000
transition. As a result, computer
difficulties in foreign markets and with
foreign institutions as a result of the year
2000 may add to the possibility of losses of
the Funds and shareholders.

52
<PAGE>

Type of Risk

Funds Subject to Risk

Temporary Defensive Investing--The investments All Funds
and strategies described throughout the
prospectus are those the Advisor uses under
normal market conditions. When the Advisor
determines that market conditions warrant, each
Fund may invest up to 100% of its assets in
money market instruments, hold U.S. dollars and
foreign currencies, including multinational
currency units (such as the euro) or shorten
its average weighted maturity. This may occur,
for example, if securities markets or issuers
experience difficulties with the year 2000
transition. When a Fund is investing for
temporary, defensive purposes, it is not
pursuing its investment goal.

53
<PAGE>

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

How Do I Obtain an Application?

Account Applica-
tion forms can be
obtained by call-
ing 1-800-443-4725

..............................................
.
................................
................................
How to Purchase, Exchange and Sell Your Shares ________________________________

Purchasing Common Shares

How To Purchase You may purchase Common Shares of the Funds by mail,
Common Shares telephone or wire directly from us. You also may purchase
Common Shares through a variety of channels, including
wrap programs, retirement plans, discount brokerage
programs, and through various brokerage firms and
financial institutions that are authorized to sell Common
Shares (intermediaries). Common Shares are offered
continuously and without a sales charge. (See Doing
Business Through An Intermediary)
To buy shares directly from us, please call 1-800-443-
4725 to obtain an Account Application. You should make
your check or money order payable in U.S. dollars to ABN
AMRO Funds and include the name of the appropriate Fund(s)
on your check.
We cannot accept third party checks, credit cards,
credit card checks or cash. Please note that if you
purchase shares with a check and then sell these shares
within a short period of time, we may delay payment to you
until your check clears (which may take up to 15 Business
Days). If your check does not clear, your purchase will be
canceled and you could be liable for any costs incurred.
By Mail You can mail your Account Application and check or money
order to:
ABN AMRO Funds
P.O. Box 60549
King of Prussia, Pennsylvania 19406-0549
By Telephone If we have already received your Account Application, you
may purchase shares over the telephone by calling us at 1-
800-443-4725. We will complete your purchase order when we
receive your payment.
By Wire Before you wire funds, you must call us at 1-800-443-4725
to obtain an Account Application. After you have sent us
your account application and established an account, you
may purchase shares by wire as long as you:
. first, call us at 1-800-443-4725
. second, include your name, account number, taxpayer
identification number or Social Security number,
address and the Fund(s) you wish to purchase in the
wire instructions
. and third, wire Federal Funds to:
BSDT of Boston Massachusetts
ABN #01-10-01234
Account Number 14272
Further credit [Fund Name]
You can make additional investments by wire at any time
using the above procedure.
Fund shares cannot be purchased by wire on Federal
holidays that restrict wire transfers.
You may purchase a Fund's shares on any business day,
excluding major holidays ("Business Day"). Currently, the
Funds observe the following holidays: New Year's Day,
Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Columbus Day,
Veterans Day, Thanksgiving Day, and Christmas Day.

54
<PAGE>

.
The price per share (the offering price) will be the net
asset value (NAV) per share next determined after we
receive your purchase order and payment. We calculate each
Fund's NAV once each Business Day. For the Non-Money
Market Funds, we calculate NAV as of the close of regular
trading on the NYSE (normally, 4:00 p.m., Eastern time).
So, for these Funds, to receive the current Business Day's
NAV, generally we must receive your purchase order in good
order from your financial institution before 4:00 p.m.,
Eastern time.
For the Money Market Funds, we must receive your
purchase order in good order and payment before 1:00 p.m.,
Eastern time for you to receive the current Business Day's
NAV and that day's dividend. You may not purchase shares
of a Money Market Fund by Federal Reserve wire on days the
Federal Reserve is closed. Purchase requests for the Money
Market Funds submitted to the Transfer Agent before 5:00
p.m., Eastern time, by accounts for which ABN AMRO North
America, Inc. or certain of its affiliates act in a
fiduciary, agency, investment advisory or custodian
capacity, will become effective at the net asset value
determined as of 5:00 p.m., Eastern time, and will be
entitled to receive the dividend declared, on that same
Business Day.
If we receive your order and payment after the above
cut-off times, your purchase order will be effective the
next Business Day and your purchase price per share will
be the NAV calculated on the next Business Day.
In calculating NAV for the Non-Money Market Funds, we
generally value a Fund's portfolio at market price. In
calculating NAV for the Money Market Funds, we generally
value a Fund's portfolio using the amortized cost
valuation method, which is described in detail in the
Statement of Additional Information. If market prices are
unavailable, or we think that the market prices or the
amortized cost valuation method are unreliable, fair value
prices may be determined in good faith using methods
approved by the Board of Trustees. Some Funds hold
portfolio securities that trade on foreign exchanges.
These securities may trade on weekends or other days when
the Funds do not calculate NAV. As a result, the NAV of a
Fund's shares may change on days when you cannot purchase
or sell Fund shares. Although we cannot assure this, we
expect the NAV for the Money Market Funds to remain
constant at $1.00 per share.

Buy, Exchange and Sell Requests are in "Good Order"
when
. The account number and Fund name are shown
. The amount of the transaction is specified in
dollars or shares
. Signatures of all owners appear exactly as they
are registered on the account
. Any required signature guarantees (if
applicable) are included
. Other supporting legal documents (as necessary)
are present

To purchase Common Shares of any Fund for the first
time, you must invest at least $2,000 in any Fund. To
purchase additional shares of any Fund, you must invest at
least $100. However, we may waive the investment minimums
at any time at our discretion.

55
<PAGE>

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

How Does
an
Exchange
Take
Place?

When you exchange
your shares, you
authorize the sale
of your shares in
one Fund to pur-
chase shares of an-
other Fund. In
other words, you
are requesting a
sale and then a
purchase. This sale
of your shares may
be a taxable event
for you.

....................................................
.
................................................................................
................................................................................
If you have arranged to purchase shares through the
Automatic Investment Plan (see below), then you must
invest at least $50.
You may purchase Common Shares by direct deposit or
Automated Clearing House transactions.
The Advisor and Distributor reserve the right to refuse
any order for the purchase of shares.
Automatic With the Automatic Investment Plan ("AIP"), you may
Investment Plan purchase additional shares automatically through regular
deductions from your checking account. After you have
established an account with us, you may begin regularly
scheduled investments of at least $50 per month. Please
contact us at 1-800-443-4725 for more information.

Exchanging Common Shares _______________________________________________________
How To Exchange You may exchange Common
Your Shares Shares of any
Fund for Common Shares of any
other Fund on any Business
Day. You can request an
exchange by mail, or by
telephone if you elected the
telephone exchange option on
your Account Application. You
will receive the current
Business Day's NAV if we
receive your exchange request
in good order before NAV is
calculated for the Non-Money
Market Funds and by 1:00
p.m., Eastern time
for the Money Market Funds. If your request
is for more than $5,000, we may require a written exchange
request with a signature guarantee from an eligible
guarantor (a notarized signature is not sufficient). The
Funds may change or cancel the exchange privilege at any
time upon 60 days' notice. Exchange requests for the Money
Market Funds submitted to the Transfer Agent before 5:00
p.m., Eastern time, on behalf of accounts for which ABN
AMRO North America, Inc,. or any of its affiliates act in
a fiduciary, agency, investment advisory or custodian
capacity, will become effective at the net asset value
determined as of 5:00 p.m., Eastern time that same
Business Day.

Exchanges By In the case of market timing or allocation services
Timing Accounts ("Timing Accounts"), the Distributor will deduct an
administrative service fee of $5.00 per exchange. Timing
Accounts generally include accounts administered so as to
redeem or purchase Shares based upon certain predetermined
market indicators.
The Funds reserve the right to temporarily or
permanently terminate the exchange privilege or reject any
specific purchase order for any Timing Account or any
person whose transactions seem to follow a timing pattern
who: (i) makes an exchange request out of a Fund within
two weeks of an earlier exchange request out of the Fund;
(ii) makes more than two exchanges out of a Fund per
calendar quarters; or (iii) exchanges Shares equal in
value to at least $5 million, or more than 1% of a Fund's
net assets. Accounts under common ownership or control
including accounts administered so as to redeem to
purchase Shares based upon certain predetermined market
indicators will be aggregated for purposes of the exchange
limits.
In addition, the Funds reserve the right to refuse the
purchase and/or exchange requests by any Timing Account,
person, or groups if, in the Advisor's judgment a Fund

56
<PAGE>

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

What is a Signature Guarantee?

A signature guar-
antee verifies
the authenticity
of your signature
and may be ob-
tained from
banks, broker-
dealers, certain
credit unions,
clearing agencies
or savings asso-
ciations. A
notary public
cannot provide a
signature guaran-
tee.

.................................................
.
.................................................
.................................................
would be unable to invest effectively in accordance with
its investment objectives and policies or would otherwise
potentially be adversely affected. A shareholder's exchange
into a Fund may be restricted or refused if the Fund
receives or anticipates simultaneous orders affecting
significant portions of the Fund's assets, in particular, a
pattern of exchanges that coincides with a market timing
strategy may be disruptive to the Fund and therefore may be
refused.
The Advisor and the Distributor reserve the right to
refuse any order for the purchase of shares.

Selling Common Shares __________________________________________________________
How To Sell Your You may sell (redeem) your
Shares shares on any
Business Day by mail or
telephone. If your redemption
request is for more than
$5,000, or if you are
requesting that the proceeds
from your redemption be sent
to an address or an account
that is different from what we
have on our records, then we
may require a written
redemption request with a
signature guarantee from an
eligible guarantor (a
notarized signature is not
sufficient).
You will receive the current Business Day's
NAV if we receive your redemption request in good order
before NAV is calculated for the Non-Money Market Funds and
by 1:00 p.m., Eastern time for the Money Market Funds.
Redemption requests for the Money Market Funds submitted to
the Transfer Agent before 5:00 p.m., Eastern Time, by
accounts for which ABN AMRO North America, Inc. or certain
of its affiliates act in a fiduciary, agency, investment
advisory or custodian capacity, will become effective at
the net asset value determined as of 5:00 p.m., Eastern
time that same Business Day.

Receiving Your Normally, we will send your redemption proceeds within
Money seven Business Days after we
receive your request. Your proceeds can be mailed to you or
mailed or wired to your bank account. To request a wire
transfer, please contact your bank or financial
intermediary. You will be charged a $10.00 fee by the Fund
for each wire transfer. If you recently purchased your
shares by check or through an AIP, then your proceeds may
not be available until your check has cleared (which may
take up to 15 days).
We intend to pay your redemption proceeds in cash.
However, under unusual conditions that make the payment of
cash unwise (and for the protection of the remaining
shareholders of the Fund), we may pay all or part of your
redemption proceeds in portfolio securities that have a
market value equal to the redemption price. Although it is
highly unlikely that your shares would ever actually be
redeemed in kind, if it did happen, you would probably have
to pay brokerage costs to sell the securities distributed
to you, as well as taxes on any gain from the sale.

57
<PAGE>

Involuntary If your account balance drops below $2,000 (the required
Redemptions minimum initial purchase
amount) due to redemptions, including redemptions through
the SWP, you may be required to redeem your remaining
shares. You will always be given at least 60 days'
written notice to give you time to add to your account
and avoid involuntary redemption.

More Information About Share Transactions ______________________________________

Checkwriting You may elect the Money Market Funds' checkwriting
Service For Money services which allow you to write
Market Fund checks in amounts of $100 or more. You may not, however,
Investors use a check to close your account. You may not write
checks against Common Shares of the Money Market Funds in
your account which you purchased within the last 15 days,
except for shares you purchased by wire (which are
immediately available).

Telephone Telephone transactions are extremely convenient, but not
Transactions without risk. To try to keep
your telephone transactions as safe, secure, and risk-
free as possible, we have developed certain safeguards
and procedures for determining the identity of callers
and authenticity of instructions. We will not be
responsible for any loss, liability, cost, or expense for
following telephone or wire instructions we reasonably
believe to be genuine. If you choose to make telephone
transactions, you will generally bear the risk of any
loss. You may not close your account by telephone.

Doing Business Common Shares are sold without a sales load, 12b-1 fee or
Through an shareholder servicing
Intermediary fee. However, intermediaries may charge fees for services
provided in connection with buying, selling or exchanging
Fund shares on your behalf. Each intermediary may impose
its own rules about share transactions, including earlier
deadlines for purchase, sale and exchange requests.
If you own shares that are registered in your
intermediary's name, and you want to transfer the
registration to another intermediary or want the shares
registered in your name, then you should contact your
intermediary for instructions to make the change.

Dividends andDistributions _____________________________________________________
The Funds distribute their net investment income as
follows:

.Stock Funds Declared and distributed monthly
Balanced Fund
Bond Funds
.International Funds
Declared and distributed at least
annually
.Money Market Funds
Declared daily and distributed monthly

58
<PAGE>

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

Distributions

The Funds dis-
tribute income
dividends and
capital gains.
Income dividends
represent the
earnings from a
Fund's invest-
ments; capital
gains occur when
a Fund sells a
portfolio secu-
rity for more
than the original
purchase price.

.......................
.
The Funds distribute capital gains, if any, at least
annually. If you own Fund shares on a
Fund's record date, you will be
entitled to receive the
distribution. If a Fund does not
have income or capital gains
available to distribute, as
determined under tax laws, you
will not receive a distribution.
You will receive dividends
and distributions in the form
of additional shares unless you
have elected to receive payment
in cash. To elect cash payment,
you must notify us in writing
prior to the date of
distribution. Your election
will become effective for
dividends paid after we receive
your written notice.
To cancel your election, simply send
us written notice.

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

Taxes

Distributions you
receive from a Fund
may be taxable
whether or not you
reinvest them.

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

The Tax-Exempt Fixed Income and Tax-Exempt Money Market
Funds intend to distribute federally tax-exempt income.
This income may be subject to state and local taxes. Each
Fund, however, may invest a portion of its assets in
securities that generate taxable income for federal or
state income taxes. Any capital gains distributed by these
Funds may be taxable.
More information about taxes is in the Statement of
Additional Information.

59
<PAGE>

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

Investment
Advisor

The Advisor makes investment
decisions for the Funds and
reviews, supervises, and
administers each Fund's
investment program. The
Trustees of the Funds supervise
the Advisor and establish
policies that the Advisor must
follow in its day-to-day
management activities.
ABN AMRO Asset Management
(USA) Inc. (the Advisor), 208
South LaSalle Street, Chicago,
IL 60604, was organized in
March 1991 under the laws of
the State of Delaware. The
Advisor manages assets for
individuals, corporations,
unions, governments, insurance
companies, and charitable
organizations. As of
December 31, 1998, the Advisor managed approximately $7.4
billion in assets.
For the fiscal year ended December 31, 1998, the Funds
paid the following in advisory fees: 80% for the Value
Fund, .80% for the Growth Fund, .80% for the Small Cap
Growth Fund, 1.00% for the International Equity Fund,
1.00% for the Asian Tigers Fund, 1.00% for the Latin
America Equity Fund, .70% for the Real Estate Fund, .70%
for the Balanced Fund, .50% for the Fixed Income Fund,
.50% for the Intermediate Government Fixed Income Fund,
.50% for the Tax-Exempt Fixed Income Fund, .80% for the
International Fixed Income Fund, .20% for the Treasury
Money Market Fund, .20% for the Government Money Market
Fund, .20% for the Money Market Fund and .20% for the
Tax-Exempt Money Market Fund.
As of December 31, 1998, the TransEurope and Limited
Volatility Fixed Income Funds had not yet commenced
operations. The Advisor is entitled to receive .80% from
the Small Cap Value Fund, which, as of December 31, 1998,
had not been in operation for a full fiscal year.
The Advisor may use its affiliates as brokers for the
Funds' portfolio transactions. The affiliates may receive
compensation from the Funds for their brokerage services.
The Advisor is an indirect, wholly-owned subsidiary of
ABN AMRO Bank, N.V. The Advisor may, from time to time
and at its own expense, provide promotional incentives,
in the form of cash or other compensation, to certain
financial institutions whose representatives have sold or
are expected to sell significant amounts of the Funds'
shares. Some of these financial institutions may be
affiliated with the Advisor.
Jac A. Cerney, C.F.A., Senior Vice President of the
Advisor, has served as portfolio manager for the Value
Fund and the equity portion of the Balanced Fund since
their inception. Mr. Cerney has been associated with the
Advisor and its predecessor since April, 1990 as a
portfolio manager. Prior to joining the Advisor's
predecessor firm in 1990, Mr. Cerney was the equity
portfolio manager for Commonwealth Edison's internally
managed pension fund. Mr. Cerney earned a B.A. in
Chemistry from Oberlin College, an M.S. in Chemistry from
the University of Chicago and an M.B.A., in Finance from
the University of Chicago. He is a member of the
Investment Analysts Society of Chicago.

60
<PAGE>

.
A. Keith Dibble, C.F.A., Senior Vice President of the
Advisor, has served as portfolio manager for the Growth
Fund since its inception. Mr. Dibble has been associated
with the Advisor and its predecessor since 1987 as a
portfolio manager. Mr. Dibble received two B.S. degrees in
Engineering from Washington State University and an M.B.A.
in Finance from Northwestern University. Mr. Dibble is a
member of the Institute of Chartered Financial Analysts, a
past president of the Milwaukee Investment Analysts
Society and a member of various other professional
organizations.
Nancy Holland, C.P.A., Senior Vice President of the
Advisor, has served as portfolio manager of the Real
Estate Fund since its inception. Ms. Holland has been
associated with the Advisor and its predecessor since
January, 1997 as a portfolio manager. Prior to joining the
Advisor, Ms. Holland served as a real estate analyst with
Edward Jones from January, 1995 to December, 1996, and
served as a senior financial analyst and development
accounting manager with CenterMark Properties from
November, 1988 to January, 1995. Ms. Holland graduated
from Saint Louis University with a B.S. in Accounting.
Mary E. Ras, Vice President of the Advisor, has served
as co-manager of the Small Cap Growth Fund since
September, 1998. She is responsible for equity research
and equity trading. Ms. Ras has been associated with the
Advisor and its predecessor since 1983 as a tax shelter
analyst. Prior to joining the Asset Management Group, Ms.
Ras worked in debt finance and tax-advantaged investments.
Ms. Ras holds an M.B.A. degree from the University of
Chicago and a B.S. degree from Northeastern Illinois
University.
Kenneth A. Tyszko, C.F.A., C.P.A., Vice President of
the Advisor, has served as co-manager of the Small Cap
Growth Fund since September, 1998. Mr. Tyszko has been
associated with the Advisor or its affiliates since 1996
as an investment manager. Previously, he managed a $250
million portfolio of publicly traded small and mid-size
capitalization growth stocks for Sears Investment
Management Co., which he joined in 1984. Mr. Tyszko earned
his B.S. in Accounting from the University of Illinois.
Mr. Tyszko is a member of the Illinois CPA Society, the
Investment Analysts Society of Chicago, and the
Association for Investment Management and Research.
Kurt S. Moeller, Vice President of the Advisor, has
served as co-manager of the Small Cap Value Fund since
March 1, 1999. Mr. Moeller began his investment career in
1995 as a research assistant for the Indiana University
Foundation. Mr. Moeller was a fundamental equity analyst
at Grantham, Mayo, Van Otterloo & Co., LLC, a Boston money
management firm, from 1996 through 1998. Mr. Moeller
earned a B.A. in Economics and History from Rice
University in 1991 and an M.B.A. in Finance from Indiana
University in 1996.
Edwin M. Bruere, C.F.A., Senior Vice President of the
Advisor has served as lead portfolio manager of the Small
Cap Value Fund since June 30, 1998. Mr. Bruere has been
assoicated with the Advisor and its predecessors since
1988. He was involved initially associated with client
services and then later as a member of a portfolio
management committee and as a portfolio manager.
Previously, Mr. Bruere spent two years as Managing
Director of an investment management firm. Before this, he
spent six years at Continental Bank (Bank of America) as a
Senior Director. He spent 1995 and 1996 in London working
in the Merchant Bank on securities origination and
distribution. Mr. Bruere graduated from Iowa State
University with a B.S. in business and received his M.B.A.
from Indiana University. He is a member of the Association
for

61
<PAGE>

.
Investment Management and Research and the Investment
Analysts Society of Chicago. He is a Director of the
Indiana University Reese Foundation.
Richard Butler, Senior Vice President of the Advisor
has served as co-manager of the Growth Fund since June
1998. Mr. Butler is also responsible for equity research.
Mr. Butler joined the Advisor's predecessor firm in 1983
as a trader and then a portfolio manager, and is the
Advisor's senior equity trader. Mr. Butler graduated from
Williams College with a B.A. in International Relations
and received his M.B.A. from the University of Chicago.
Mark W. Karstrom, Senior Vice President of the
Advisor, has served as portfolio manager for the Limited
Volatility Fixed Income Fund since September, 1996 and
served as portfolio manager for the Intermediate
Government Fixed Income Fund from September, 1996 to
January, 1999. Mr. Karstrom joined the Advisor in August,
1996 as a portfolio manager. He served as Vice President,
Portfolio Manager with Norwest Investment Management and
Trust and a predecessor firm from May, 1985 to July, 1996
where he managed portfolios comprised of government,
corporate, and mortgage-backed securities. Mr. Karstrom
received his B.A. in Economics from the University of
Denver.
Gregory D. Boal, C.F.A., Senior Vice President of the
Advisor, has served as portfolio manager of the fixed
income portion of the Balanced Fund from April, 1997 to
January, 1999, and as portfolio manager of the Fixed
Income Fund from June, 1998 to January, 1999. Mr. Boal
joined the Advisor in March, 1997 as a portfolio manager.
He served as Manager, Fixed Income Division of First
Citizens Bank Capital Management, a division of First
Citizens Bank, Raleigh, N.C. from November, 1989 to
March, 1997. Prior to that, Mr. Boal was the senior
investment officer at Wyoming National Bank and Trust in
Casper, Wyoming. Mr. Boal graduated from the University
of Wyoming in 1981 with a Bachelor of Science degree in
Broadcasting. He received a Master of Science degree in
Finance from the same institution in 1985. Mr. Boal is a
member of the Association of Investment Management and
Research and the Investment Analyst Society of Chicago.
Todd J. Youngberg, C.F.A., Senior Vice President of
the Advisor, has served as portfolio manager of the
Balanced Fund since November, 1998, and as portfolio
manager of the Fixed Income Fund from November 1998 to
January 1999. Mr. Youngberg joined the Advisor in
November, 1998 as a portfolio manager. Prior to joining
the Advisor, Mr. Youngberg served as Vice President and
Portfolio Manager for Amerus Life Holdings Inc. in Des
Moines, Iowa from 1992 to November, 1998. He was
responsible for managing high yield portfolios. Prior to
joining Amerus Life, Mr. Youngberg worked as a securities
analyst for Central Life Assurance/American Mutual Life
Insurance Company. Mr. Youngberg received a B.A. in
Economics from Central College in Pella, Iowa and his
M.B.A. in Finance from Drake University. He is a member
of the Association of Investment Management and Research.
Messrs. Karstrom, Boal and Youngberg, members of the
Fixed Income Portfolio Management Team, have been jointly
and primarily responsible for the day-to-day management
of the Fixed Income Fund and the fixed income portion of
the Balanced Fund since January, 1999.
Phillip P. Mierzwa, Vice President of the Advisor, has
served as portfolio manager of the Tax-Exempt Fixed
Income Fund and Tax-Exempt Money Market Fund since April,
1997. He has been associated with the Advisor or its
affiliates since

62
<PAGE>

.
February, 1990 as a portfolio manager and a trader. Mr.
Mierzwa has a B.A. and M.B.A. degree in Finance from
Governors State University.

Karen Van Cleave, Senior Vice President of the Advisor,
has served as portfolio manager of the Money Market Fund,
Treasury Money Market Fund and Government Money Market
Fund since January, 1994. Ms. Van Cleave joined the
Advisor in January, 1994 as a portfolio manager. Prior to
1994, Ms. Van Cleave was a Vice President/Portfolio
Manager at Chemical Investment Group, Ltd. for three
years. Prior to that, she worked at Shearson Lehman Hutton
(and its predecessors) for seven years in their money
market fund complex. Ms. Van Cleave earned her B.S. in
Business Administration from Boston University.

Messrs. Postma, Ploeger, Bettink, Leo, Maas,
Moolenburgh and Neihoff, and Mrs. Pals-de Groot, members
of the International Equity Team, have been jointly and
primarily responsible for the day-to-day management of the
International Equity Fund since April, 1999.

Wiepke Postma served as portfolio manager for the
International Equity Fund from March, 1997 to April, 1999.
Mr. Postma started his banking career as an analyst at
former ABN AMRO Bank's Investment Research Department.
Later, he became a strategist. From 1976 to 1984, he
worked in the Equity and Loan Department of a leading
Dutch insurance company, where he was appointed head of
the department in 1982. In 1984, he joined former ABN AMRO
Bank's Asset Management Department and was appointed Vice
President in the same year. In 1993, he became Head of the
Global Equity Group being responsible for Global Equity,
European Equity, Dutch Equity and Business research. Mr.
Postma holds a Master's degree in Economics.

Willem Ploeger has been associated with the Advisor
and/or its affiliates since 1980. Initially, he served in
the Investment Research Department and later in the Asset
Management Department as senior account manager. Mr.
Ploeger holds a Master's degree in Business Administration
from the University of Rotterdam.

Jaap Bettink has been associated with the Advisor
and/or its affiliates since 1978. From 1978 to 1985, he
was a credit manager at a local branch of ABN AMRO Bank.
He has been managing institutional portfolios since 1985,
and has been a portfolio manager since 1994. Mr. Bettink
started his career as a portfolio manager of private
accounts in 1972. He holds a degree in Economics.

Loes Pals-de Groot has been associated with the Advisor
and/or its affiliates since 1971 in various investment
management positions. Mrs. Pals-de Groot holds a degree in
Business Economics from the Instituut voor Sociale
Wetenschappen.

Luigi Leo has been associated with the Advisor and/or
its affiliates since 1991 as a portfolio manager. Mr. Leo
holds a Master's degree in Business Administration from
the Instituto de Estudios Superiores de la Empresa (IESE)
in Barcelona, Spain.

Theo Maas has been associated with the Advisor and/or
its affiliates since 1994 as a portfolio manager.
Previously, Mr. Maas worked with a financial consultant,
specializing in treasury management consultancy. He holds
a Master's degree in Financial Economics from the
University of Groningen.

63
<PAGE>

.
Edward Moolenburgh has been associated with the
Advisor and/or its affiliates since 1993. Initially, he
served as Secretary to the Advisor's Regional Investment
Committee North America and Far East, and later as a
portfolio manager. Mr. Moolenburgh holds a Master's
degree from the Economics Faculty of the Erasmus
University in Rotterdam and is a Register Beleggings
Analyst, which is comparable to a Certified European
Financial Analyst.
Edward Neihoff has been associated with the Advisor
and/or its affiliates since 1993, initially as an
investment analyst. After three years, Mr. Neihoff
assumed the responsibility for implementing a new asset
management system and then, during 1998, returned to the
position of portfolio manager. He holds a Master's degree
in Technical Management Studies and is a Certified
European Financial Analyst.
Alex Ng has served as portfolio manager for the Asian
Tigers Fund since July, 1995. Mr. Ng has been associated
with the Advisor and/or its affiliates since 1988 as a
portfolio manager. Mr. Ng also serves as the Far East
Director of Asset Management for a Hong Kong-based
affiliate of the Advisor. Mr. Ng joined ABN AMRO's
Investment Banking Representative Office in Singapore in
January 1988 before being transferred to the Securities
subsidiary in Hong Kong. Previously, Mr. Ng worked as a
financial analyst in Malaysia. Mr. Ng holds a degree in
Economics from the University of California in Los
Angeles.
Felix Lanters, portfolio manager for the TransEurope
Fund, has been associated with the Advisor and/or its
affiliates since 1987 as a portfolio manager.
Wouter Weijand has served as portfolio manager of the
International Fixed Income Fund since september, 1997.
Mr. Weijand has worked as a portfolio manager with the
Advisor and/or its affiliates since 1984.
Luiz M. Ribeiro, Jr., C.F.A., served as the portfolio
manager of the Latin America Equity Fund from November,
1997 to April, 1999. Currently, he serves as co-manager
of the Fund. Mr. Ribeiro has worked as an investment
analyst with the Advisor and/or its affiliates since
1994. From March, 1990 to June, 1993, he served with the
trading desk of Dibran DTVM Ltd. Mr. Ribeiro obtained a
Business Degree at the University of Sao Paulo in 1990.
In 1993, he concluded an M.B.A. offered by IBMEC
(Brazilian Institute of Capital Markets) in Sao Paulo.
Roberto Lampl has served as co-manager of the Latin
America Equity Fund since April, 1999. Mr. Lampl has been
associated with the Advisor and/or its affiliates since
1993 as corporate finance adviser (Latin America) in the
Investment Banking Division. He obtained a Bachelor's
degree in Economics from Boston University in 1990. In
1993, he completed an M.B.A. at Babson Graduate School of
Business in Wellesley, Massachusetts.

64
<PAGE>

Financial Highlights __________________________________________________________
The tables that follow present performance information
about Common Shares of each Fund. This information is
intended to help you understand each Fund's financial
performance for the past five years, or, if shorter, the
period of the Fund's operations. Some of this information
reflects financial information for a single Fund share.
The total returns in the tables represent the rate that
you would have earned (or lost) on an investment in a
Fund, assuming you reinvested all of your dividends and
distributions. As of December 31, 1998, the TransEurope
and Limited Volatility Fixed Income Funds had not
commenced operations.
This information has been audited by Ernst & Young LLP,
the Funds' independent auditors. Their report, along with
each Fund's financial statements and related notes,
appears in the annual report that accompanies the
Statement of Additional Information. You can obtain the
Funds' annual report, which contains more performance
information, at no charge by calling 1-800-443-4725.

For a Share Outstanding for the Years Ended December 31,

<TABLE>
<CAPTION>
Ratio of
Ratio of Net
Net Investment
Net Ratio of Investment Ratio of Income
Net Realized Distri- Asset Net Expenses Income Expenses to
Asset Net and Dividends butions Value Assets to to to Average Average
Value Invest- Unrealized from Net from End End of Average Average Net Assets Net Assets
Beginning ment Gains on Investment Capital of Total Period Net Net (Excluding (Excluding
of Period Income Securities Income Gains Period Return (000) Assets Assets Waivers) Waivers)
- ----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------
Treasury Money Market Fund
- -----------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Share Class
1998 $1.00 $0.05 $0.00 $(0.05) $0.00 $1.00 4.90% $328,222 0.37% 4.79% 0.59% 4.58%
1997 1.00 0.05 0.00 (0.05) 0.00 1.00 4.97 188,761 0.33 4.86 0.57 4.62
1996 1.00 0.05 0.00 (0.05) 0.00 1.00 4.80 156,455 0.44 4.70 0.59 4.55
1995 1.00 0.05 0.00 (0.05) 0.00 1.00 5.28 110,475 0.44 5.16 0.59 5.01
1994 1.00 0.04 0.00 (0.04) 0.00 1.00 3.58 111,545 0.45 3.50 0.61 3.34
- ----------------------------------------------------
Government Money Market Fund
- ----------------------------------------------------
Common Share Class
1998 $1.00 $0.05 $0.00 $(0.05) $0.00 $1.00 5.24% $396,797 0.35% 5.12% 0.42% 5.04%
1997 1.00 0.05 0.00 (0.05) 0.00 1.00 5.33 255,259 0.32 5.21 0.40 5.13
1996 1.00 0.05 0.00 (0.05) 0.00 1.00 5.08 256,392 0.44 4.96 0.44 4.96
1995 1.00 0.05 0.00 (0.05) 0.00 1.00 5.59 207,615 0.42 5.45 0.42 5.45
1994 1.00 0.04 0.00 (0.04) 0.00 1.00 3.89 157,140 0.42 3.81 0.42 3.81
- -------------------------------
Money Market Fund
- -------------------------------

Common Share Class
1998 $1.00 $0.05 $0.00 $(0.05) $0.00 $1.00 5.33% $941,295 0.33% 5.21% 0.56% 4.98%
1997 1.00 0.05 0.00 (0.05) 0.00 1.00 5.41 737,736 0.32 5.29 0.56 5.05
1996 1.00 0.05 0.00 (0.05) 0.00 1.00 5.13 598,715 0.43 5.02 0.58 4.87
1995 1.00 0.06 0.00 (0.06) 0.00 1.00 5.64 475,688 0.41 5.50 0.56 5.35
1994 1.00 0.04 0.00 (0.04) 0.00 1.00 3.97 460,583 0.41 3.93 0.56 3.78
- ----------------------------------------------------
Tax-Exempt Money Market Fund
- ----------------------------------------------------

Common Share Class
1998 $1.00 $0.03 $0.00 $(0.03) $0.00 $1.00 3.21% $272,834 0.35% 3.17% 0.56% 2.95%
1997 1.00 0.03 0.00 (0.03) 0.00 1.00 3.36 250,260 0.33 3.32 0.57 3.08
1996 1.00 0.03 0.00 (0.03) 0.00 1.00 3.14 187,629 0.40 3.10 0.56 2.94
1995 1.00 0.03 0.00 (0.03) 0.00 1.00 3.49 167,945 0.41 3.44 0.56 3.29
1994 1.00 0.02 0.00 (0.02) 0.00 1.00 2.50 161,054 0.43 2.52 0.59 2.36
</TABLE>

65
<PAGE>

Financial Highlights (Continued) __________________________________________

For a Share Outstanding for the Years Ended December 31,

<CAPTION>
Portfolio
Turnover
Rate
- -------------------------------
<S> <C> <C> <C>
Common Share Class
1998 157%
1997 233
1996 194
1995 59
1994 126
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Intermediate Government Fixed Income Fund
Common Share Class
1998 $10.04 $0.52 $0.28 $(0.52) $ 0.00 $10.32 8.16% $ 43,062 0.81% 5.04% 0.95% 4.90%
1997 9.85 0.56 0.19 (0.56) 0.00 10.04 7.93 51,934 0.71 5.69 0.81 5.59
1996 10.06 0.54 (0.21) (0.54) 0.00 9.85 3.51 56,895 0.74 5.38 0.84 5.28
1995 9.33 0.54 0.73 (0.54) 0.00 10.06 13.86 73,466 0.73 5.48 0.83 5.38
1994 10.08 0.47 (0.75) (0.47) 0.00 9.33 (2.78) 91,002 0.74 4.88 0.84 4.78
Common Share Class
1998 106%
1997 283
1996 179
1995 115
1994 124
- ---------------------------------------------------
- ---------------------------------------------------
- ------------------------------------------------------------------------------------------------------
Tax-Exempt Fixed Income Fund
Common Share Class
1998 $10.41 $0.47 $0.12 $(0.47) $ 0.00 $10.53 5.79% $ 35,161 0.83% 4.44% 0.97% 4.30%
1997 9.99 0.49 0.42 (0.49) 0.00 10.41 9.36 40,441 0.73 4.84 0.84 4.73
1996 10.20 0.50 (0.21) (0.50) 0.00 9.99 2.96 39,756 0.73 4.95 0.85 4.83
1995 9.26 0.48 0.94 (0.48) 0.00 10.20 15.67 50,079 0.75 4.84 0.87 4.72
1994 10.23 0.44 (0.94) (0.44) (0.03) 9.26 (4.93) 53,588 0.71 4.54 0.84 4.41
Common Share Class
1998 41%
1997 54
1996 98
1995 129
1994 146
- -----------------------------------------------------
- -----------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
International Fixed Income Fund
Common Share Class
1998 $ 9.64 $0.39 $1.07 $(0.18) $(0.10) $10.82 15.15% $ 17,482 1.38% 3.62% 1.42% 3.57%
1997 10.24 0.43 (1.03) 0.00 0.00 9.64 (5.86) 15,574 1.22 4.08 1.22 4.08
1996 10.58 0.48 (0.18) (0.64) 0.00 10.24 2.82 17,561 1.11 4.66 1.11 4.66
1995 9.54 0.62 1.38 (0.96) 0.00 10.58 20.99 17,433 1.10 5.86 1.16 5.80
1994 10.43 0.56 (0.72) (0.55) (0.18) 9.54 (1.47) 15,021 1.16 5.09 1.22 5.03
Common Share Class
1998 79%
1997 52
1996 85
1995 105
1994 138
- ------------------------
- ------------------------
- ------------------------------------------------
Balanced Fund
Common Share Class
1998 $12.73 $0.27 $0.82 $(0.27) $(1.72) $11.83 9.97% $ 75,793 1.03% 2.06% 1.03% 2.06%
1997 10.98 0.32 2.06 (0.32) (0.31) 12.73 22.10 68,523 0.93 2.68 0.93 2.68
1996 10.75 0.35 1.02 (0.35) (0.79) 10.98 13.15 54,546 0.94 3.14 0.94 3.14
1995 9.53 0.39 1.65 (0.39) (0.43) 10.75 21.85 49,899 0.92 3.74 0.92 3.74
1994 10.04 0.30 (0.50) (0.30) (0.01) 9.53 (2.11) 72,086 0.94 3.11 0.94 3.11
Common Share Class
1998 84%
1997 111
1996 104
1995 85
1994 85
- ------------------
- ------------------
- ------------------------------------
Value Fund
Common Share Class
1998 $16.51 $0.19 $0.86 $(0.19) $(5.04) $12.33 5.47% $170,945 1.05% 1.23% 1.05% 1.23%
1997 13.24 0.24 3.75 (0.24) (0.48) 16.51 30.49 220,618 1.01 1.57 1.01 1.57
1996 12.26 0.29 2.18 (0.29) (1.20) 13.24 20.43 164,710 1.03 2.19 1.03 2.19
1995 9.79 0.34 2.74 (0.35) (0.26) 12.26 32.02 131,243 1.05 3.07 1.05 3.07
1994 10.30 0.35 (0.35) (0.34) (0.17) 9.79 0.00 61,557 1.06 3.45 1.06 3.45
Common Share Class
1998 55%
1997 79
1996 58
1995 37
1994 38
- --------------------
- --------------------
- ----------------------------------------
Growth Fund
Common Share Class
1998 $14.57 $0.00 $4.20 $(0.02) $(1.65) $17.10 30.23% $184,601 1.06% 0.01% 1.06% 0.01%
1997 13.06 0.12 2.97 (0.12) (1.46) 14.57 23.98 132,649 1.02 0.79 1.02 0.79
1996 11.61 0.17 2.31 (0.17) (0.86) 13.06 21.69 95,215 1.02 1.36 1.02 1.36
1995 9.73 0.16 2.88 (0.16) (1.00) 11.61 31.60 78,216 1.02 1.37 1.02 1.37
1994 10.21 0.16 (0.36) (0.16) (0.12) 9.73 (2.05) 82,710 1.02 1.58 1.03 1.57
Common Share Class
1998 65%
1997 62
1996 58
1995 71
1994 68
</TABLE>

66
<PAGE>
<TABLE>
<CAPTION>

Financial Highlights (Continued) _________________________________________

For a Share Outstanding for the Years Ended December 31,
- ------------------------------------------------------------------------------------------------------------------------------
Ratio of
Net
Realized Investment
and Net Ratio of Income Ratio of
Net Net Unrealized Distri- Asset Net Expenses (Loss) Expenses
Asset Invest- Gains Dividends butions Value Assets to to to Average
Value ment (Losses) from Net from Contribution End End of Average Average Net Assets
Beginning Income on Investment Capital (Return of of Total Period Net Net (Excluding
of Period (Loss) Securities Income Gains Capital) Period Return (000) Assets Assets Waivers)
- --------------------------------------------------------------------------------------------------------------------------------
- -------------------------
International Equity Fund
=========================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Share Class
1998 $15.38 $ 0.01 $ 3.85 $(0.09) $(0.18) $ 0.00 $18.97 25.43% $142,862 1.38% 0.02% 1.38%
1997 15.83 0.04 0.68 (0.08) (1.09) 0.00 15.38 4.56 85,440 1.35 0.23 1.35
1996 14.56 0.06 1.37 (0.04) (0.15) 0.03 15.83 10.09(A) 96,442 1.36 0.44 1.36
1995 13.00 0.07 1.75 (0.06) (0.20) 0.00 14.56 14.03 77,519 1.38 0.70 1.38
1994 12.59 0.02 0.40 0.00 (0.01) 0.00 13.00 3.32 41,324 1.43 0.21 1.46

- ---------------------
Small Cap Growth Fund
=====================
Common Share Class
1998 $13.38 $(0.11) $(0.82) $ 0.00 $(0.23) $ 0.00* $12.22 (6.52)% $ 45,899 1.17% (0.84)% 1.17%
1997 13.03 (0.09) 2.07 0.00 (1.63) 0.00 13.38 15.89 41,945 1.04 (0.72) 1.04
1996 12.46 (0.03) 2.38 0.00 (1.78) 0.00 13.03 19.42 36,375 1.05 (0.27) 1.05
1995 9.57 0.02 3.05 (0.02) (0.16) 0.00 12.46 32.13 23,844 1.10 0.18 1.10
1994 10.24 0.03 (0.67) (0.03) 0.00 0.00 9.57 (6.27) 31,527 1.06 0.27 1.06

- ----------------
Real Estate Fund
================
Common Share Class
1998 $ 9.95 $ 0.37 $(1.58) $(0.31) $ 0.00 $(0.06) $ 8.37 (12.35)% $ 7,022 1.41% 4.68% 1.78%
1997(1) 10.00 0.00 (0.05) 0.00 0.00 0.00 9.95 0.00 2,985 1.31 (1.31) 1.61

- -----------------
Asian Tigers Fund
=================
Common Share Class
1998 $ 7.60 $ 0.07 $(0.93) $(0.01) $ 0.00 $ 0.00 $ 6.73 (11.37)% $ 28,202 1.67% 0.91% 1.67%
1997 11.91 0.04 (4.32) (0.02) (0.01) 0.00 7.60 (35.98) 34,664 1.60 0.50 1.60
1996 10.45 0.02 1.48 (0.04) (0.02) 0.02 11.91 14.55(B) 33,602 1.54 0.23 1.54
1995 9.47 0.12 0.98 (0.12) 0.00 0.00 10.45 11.61 23,145 1.52 1.38 1.60
1994(2) 10.00 0.03 (0.53) (0.02) (0.01) 0.00 9.47 (5.07) 17,860 1.60 0.45 1.71

- -------------------------
Latin America Equity Fund
=========================
Common Share Class
1998 $13.13 $ 0.18 $(4.96) $(0.15) $(0.08) $ 0.00 $ 8.12 (36.33)% $ 17,993 1.75% 1.38% 1.75%
1997 10.24 0.05 3.54 (0.03) (0.67) 0.00 13.13 35.50 33,271 1.50 0.56 1.50
1996(3) 10.00 (0.02) 0.26 0.00 0.00 0.00 10.24 2.40 11,490 2.09 (0.55) 2.09

- --------------------
Small Cap Value Fund
====================
Common Share Class
1998(4) $10.00 $ 0.01 $(1.28) $(0.01) $ 0.00 $ 0.00+ $ 8.72 (12.68)% $ 8,295 1.53% 0.20% 1.61%
</TABLE>

<TABLE>
<CAPTION>
Ratio of
Net
Investment
Income
(Loss)
to
Average
Net Assets Portfolio
(Excluding Turnover
Waivers) Rate
- -------------------------------
<S> <C> <C>
- -------------------------
International Equity Fund
=========================
Common Share Class
1998 0.02% 31%
1997 0.23 17
1996 0.44 9
1995 0.70 11
1994 0.18 6

- ---------------------
Small Cap Growth Fund
=====================
Common Share Class
1998 (0.84)% 151%
1997 (0.72) 170
1996 (0.27) 158
1995 0.18 142
1994 0.27 43

- ----------------
Real Estate Fund
================
Common Share Class
1998 4.31% 13%
1997(1) (1.61) 0*

- -----------------
Asian Tigers Fund
=================
Common Share Class
1998 0.91% 57%
1997 0.50 42
1996 0.23 24
1995 1.30 28
1994(2) 0.34 13*

- -------------------------
Latin America Equity Fund
=========================
Common Share Class
1998 1.38% 92%
1997 0.56 45
1996(3) (0.55) 10*

- --------------------
Small Cap Value Fund
====================
Common Share Class
1998(4) 0.12% 54%*
</TABLE>

+Per share was less than $0.005.

(A) The total return for the period ended December 31, 1996 includes the
effect of a capital contribution from an affiliate of the Advisor. Without
the capital contribution, the total return for the Common Class would have
been 9.87%.

(B) The total return for the period ended December 31, 1996 includes the
effect of a capital contribution from an affiliate of the Advisor. Without
the capital contribution, the total return for the Common Class would have
been 14.36%.

1.Commenced operations on December 31, 1997. All ratios except the total
return for the period have been annualized.

2.Commenced operations on January 3, 1994. All ratios and the total return for
the period have been annualized.

3.Commenced operations on July 1, 1996. All ratios and the total return for
the period have been annualized.

4.Commenced operations on June 30, 1998. All ratios except the total return
for the period have been annualized.

*Not Annualized

67
<PAGE>

More information about the Funds is available without charge through the
following:

Statement of More detailed information about the Funds is in the
Additional Statement of Additional Information. The Statement of
Information Additional Information has been filed with the SEC and is
incorporated by reference into this Prospectus. This
means that the Statement of Additional Information, for
legal purposes, is a part of this Prospectus.

Annual and These reports list the Fund's holdings and contain
Semi-Annual information from the Fund's portfolio managers about the
Reports Fund strategies and recent market conditions and trends.

By Telephone: Call 1-800-443-4725

By Mail: Write to the Funds c/o
ABN AMRO Funds
P.O. Box 60549
King of Prussia, PA 19406-0549

On the World www.abnamrofunds-usa.com
Wide Web:

From the SEC: You can also obtain the Statement of Additional
Information, annual and semi-annual reports and other
information about Funds from the SEC's website
(http://www.sec.gov). You may review and copy documents
at the SEC Public Reference Room in Washington, D.C. (for
information, call 1-800-SEC-0330). You may request
documents by mail from the SEC, upon payment of a
duplicating fee by writing to: Securities and Exchange
Commission, Public Reference Room, Washington, D.C.
20549-6009. The ABN AMRO Fund's Investment Company Act
registration number is 811-07244.

Investment Advisor: ABN AMRO Asset Management (USA) Inc. 208 South LaSalle
Street 4th Floor Chicago, IL 60604-1003
Distributor: First Data Distributors,
Inc. 4400 Computer Drive Westborough,
MA 01581

No one has been authorized to give any information or to make any
representations not contained in the Prospectus or Statement of Additional
Information in connection with the offering of Fund shares. Do not rely on any
such information or representations as having been authorized by the Funds or
First Data Distributors, Inc. This Prospectus does not constitute an offering
by the Funds in any jurisdiction where such an offering is not lawful.

For more information, please call 1-800-443-4725.

<PAGE>

Prospectus--Investor Shares
May 3, 1999
- ---------------------------------------------------------

Stock Funds Bond Funds

Money Market Funds
Balanced Fund

.Treasury Money Market Fund(US)
.Balanced Fund(US) .Government Money Market Fund(US)
.Money Market Fund(US)

International Funds .Tax-Exempt Money Market Fund(US)

.International Equity Fund(US)
.TransEurope Fund(US)
.Asian Tigers Fund(US)
.Latin America Equity Fund(US)
.International Fixed Income Fund(US)

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

Investor Shares are offered to individuals and institutional investors through
intermediaries, such as banks, broker-dealers and other financial institutions.

For more information, please call 1-800-443-4725 or visit the Funds' website at
www.abnamrofunds-usa.com.
<PAGE>

.
Contents

This Prospectus gives you important information that you should know about the
Funds before investing. We arranged the Prospectus into different sections so
that you can easily review this important information. On the next page, we
discuss general information you should know about investing in the Funds.

If you would like more detailed
information about each Fund, please
see:

<TABLE>
<C> <S>
Value Fund(US) 5
Growth Fund(US) 7
Small Cap Growth Fund(US) 9
Small Cap Value Fund(US) 11
Real Estate Fund(US) 13
Balanced Fund(US) 15
International Equity Fund(US) 19
TransEurope Fund(US) 21
Asian Tigers Fund(US) 23
Latin America Equity Fund(US) 26
International Fixed Income Fund(US) 29
Fixed Income Fund(US) 32
Intermediate Government Fixed Income Fund(US) 35
Tax-Exempt Fixed Income Fund(US) 37
Limited Volatility Fixed Income Fund(US) 39
Treasury Money Market Fund(US) 42
Government Money Market Fund(US) 44
Money Market Fund(US) 46
Tax-Exempt Money Market Fund(US) 48
</TABLE>

If you would like more information
about the following topics, please
see:
<TABLE>
<S> <C>
The Risks of Investing in Mutual 3
Funds
The Stock Funds 4
The International Funds 18
The Bond Funds 31
The Money Market Funds 41
More Information about risk 50
Guidance on opening and 54
maintaining an account in any
Fund
Information about receiving 58
dividends
and distributions from the
Funds
A general guide to important tax 58
issues
and considerations
Information about the investment 59
advisor
Information about the 63
Distribution
(12b-1) Plan
Detailed information about 64
historical
Fund performance
Additional information See Back
Cover
</TABLE>

ABN AMRO is a service mark of ABN AMRO Holding, N.V., an indirect parent of ABN
AMRO Asset Management (USA) Inc., the investment advisor to the ABN AMRO Funds.
ABN AMRO Funds are distributed by First Data Distributors, Inc., which is not a
bank affiliate.

2
<PAGE>

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

What are Fund Goals
and Strategies?

The value of your investment in a Fund is based on the market prices of the
securities the Fund holds. Fund share prices (except the Money Market Funds)
will change daily due to economic and other events that affect securities
markets generally, as well as those that affect particular companies or
governments. These price movements, sometimes called volatility, will vary
depending on the types of securities a Fund owns and the markets where these
securities trade.

Like other investments, you could lose money on your investment in a Fund. Your
investment in a Fund is not a bank deposit. It is not insured or guaranteed by
the FDIC or any government agency.

As used in any sentence in this Prospectus, the term "primarily invests" means
that a Fund, under normal circumstances, invests at least 65% of its assets in
the securities described in that sentence.

3
<PAGE>

.
THE STOCK FUNDS ________________________________________________________________

Each Stock Fund is subject to additional risks, which are described on the
following pages and in the Statement of Additional Information.

4
<PAGE>

.
VALUE FUND (US)

_______________________________________________________________________________

Investment Goal High level of total return through capital appreciation
and current income

Generally, stocks may be undervalued because:
. they are out of favor with investors;
. they may have disappointed investors in some way;
or
. investors think that the prospects for the industry
or economic sector are uninteresting.
By investing in undervalued securities with quality
earnings and combining this with improving momentum
factors (such as price movements), the Fund tries to
provide better return, over the long-term, than other
value-style managers.

Principal Risk of The Fund's large-cap, value-style securities are cyclical.
Investing in this So, in addition to the general risks of investing in any
Fund Stock Fund, this Fund's large-cap, value-style securities
may underperform mid-cap, small-cap or growth-style
securities, or the equity markets as a whole when they are
out-of-favor or when they remain undervalued.

5
<PAGE>

.
Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
0.20% 31.72% 20.09% 30.20% 4.66%
</TABLE>
<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
15.67%
6/30/97

<CAPTION>
Worst Quarter
-------------
<S> <C>
-18.40%
9/30/98
</TABLE>

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Value Fund 4.66% 17.84% 16.56% 14.55%*
S&P 500 Index 28.74% 28.27% 24.08% 21.75%*
</TABLE>

* Fund inception (3/26/93). Index inception computed from (3/30/93).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .80%
Distribution and Service (12b-1) Fees .25%
Other Expenses .48%
- --------------------------------------------
Total Annual Fund Operating Expenses 1.53%
- --------------------------------------------
</TABLE>

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$156 $483 $834 $1,824
</TABLE>

6
<PAGE>

.
GROWTH FUND(US)

_______________________________________________________________________________

Investment Goal High level of total return primarily through capital
appreciation

Principal The Growth Fund invests in common stocks and other equity
Investment securities of U.S. companies. Further, the Fund primarily
Strategies invests in companies that, in the Advisor's opinion, have
strong prospects for capital appreciation through earnings
growth. The Advisor chooses investments by focusing on
companies with above average earnings growth rates. The
Advisor seeks a fundamental understanding of each company,
using a combination of valuation and momentum factors
which may include:
. valuation
. price appreciation
. positive earnings changes
. earnings surprises
. accelerated earnings
. price strength over time
In addition, the Advisor focuses on companies that have a
competitive advantage in their industry or market niche.
The Advisor uses a bottom-up approach (emphasis on
individual industries and companies) to select investments
and diversifies the Fund's assets broadly across industry
sectors. In selecting investments, the Advisor combines
quantitative screens that focus on earnings consistency
and momentum with fundamental understandings of the
companies that focus on the dynamics of the company.

Principal Risk of In addition to the general risks of investing in any Stock
Investing in this Fund, the Fund's growth-style securities may underperform
Fund value-style securities or the equity markets as a whole
when they are out-of-favor or when they do not achieve
anticipated growth levels.

7
<PAGE>

.
Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
- -2.42% 31.29% 21.41% 23.65% 29.52%
</TABLE>
<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
26.30%
12/31/98

<CAPTION>
Worst Quarter
-------------
<S> <C>
-14.15%
9/30/98
</TABLE>

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Growth Fund 29.52% 24.81% 20.03% 17.03%*
S&P 500 Index 28.74% 28.27% 24.08% 21.85%*
</TABLE>

* Fund inception (3/8/93). Index inception computed from (2/28/93).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .80%
Distribution and Service (12b-1) Fees .25%
Other Expenses .47%
- --------------------------------------------
Total Annual Fund Operating Expenses 1.52%
- --------------------------------------------
</TABLE>

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$155 $480 $829 $1,813
</TABLE>

8
<PAGE>

.
SMALL CAP GROWTH FUND(US) (formerly, the Small Cap Fund)

_______________________________________________________________________________

Investment Goal High level of total return primarily through capital
appreciation

The Fund is subject to the risk that its small-cap,
growth-style securities may underperform mid-cap, large-
cap or value-style securities, or the equity markets as a
whole when they are out-of-favor or when they do not
achieve anticipated growth levels.

9
<PAGE>

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
- -6.54% 31.73% 19.18% 15.45% -7.25%
</TABLE>
<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
19.02%
6/30/97

<CAPTION>
Worst Quarter
-------------
<S> <C>
-24.16%
9/30/98
</TABLE>

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Small Cap Growth Fund -7.25% 8.47% 9.46% 9.60%*
Russell 2000 Growth Index 1.23% 8.35% 10.22% 11.58%*
</TABLE>

* Fund inception (4/12/93). Index inception computed from (3/31/93).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .80%
Distribution and Service (12b-1) Fees .25%
Other Expenses .65%
- --------------------------------------------
Total Annual Fund Operating Expenses 1.70%
- --------------------------------------------
</TABLE>

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$173 $536 $923 $2,009
</TABLE>

10
<PAGE>

.
SMALL CAP VALUE FUND (US)

_______________________________________________________________________________

Investment Goal High level of total return primarily through capital
appreciation

Principal The Small Cap Value Fund primarily invests in undervalued
Investment common stocks and other equity securities of domestic
Strategies companies with smaller capitalization levels (market
capitalizations of less than $1.5 billion). In selecting
investments for the Fund, the Advisor focuses on
undervalued investments based on such measures as
price/earnings, price/cash flow, price/book and
price/sales ratios. The Advisor typically uses a
quantitative screen that ranks the attractiveness of an
investment based on a combination of valuation measures,
such as price/earnings and price/cash flows ratios. In
further evaluating the attractiveness of an investment,
the Advisor considers business conditions in the company's
industry and its competitive position in that industry.
The Advisor conducts fundamental research on certain
investments, which often includes reviewing SEC filings,
examining financial statements and meeting with top-level
company executives. While broadly diversifying the Fund's
assets across many industry sectors, the Advisor seeks
companies with strong profit prospects and returns on
capital.

The Fund's small-cap, value-style securities may
underperform mid-cap, large-cap or growth-style
securities, or the equity markets as a whole when they are
out-of-favor or when they remain undervalued.

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .80%
Distribution and Service (12b-1) Fees .25%
Other Expenses/1/ 1.39%
- --------------------------------------------
Total Annual Fund Operating Expenses 2.44%
Fee Waiver/2/ -.55%
- --------------------------------------------
Net Expenses 1.89%
- --------------------------------------------
</TABLE>
/1/Since the Fund has not completed a full fiscal year, Other Expenses are
based on estimated amounts for the current fiscal year.
/2/The Administrator has agreed to waive its fees through April 2000 in an
amount necessary to limit administration fees (included in Other Expenses)
to .07% of the Fund's net assets.

11
<PAGE>

.
EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5% return. The example is based on Net Expenses for the
first year, and Total Annual Fund Operating Expenses for the remaining years.
Although your actual costs and returns might be different, your approximate
costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
<S> <C>
$192 $708
</TABLE>

Prior Performance of a Managed Account _________________________________________

The performance information on the following pages relates to an account
managed by Mr. Edwin Bruere, who currently serves as lead portfolio manager of
the Fund. The account has an investment objective, policies and restrictions
substantially similar to that of the Fund. Mr. Bruere has also managed other
accounts with similar investment objectives, policies and restrictions as that
of the Fund; however, the performance information below reflects the account
with the longest performance history.

This account was not subject to certain investment limitations, requirements,
and other restrictions imposed by the Investment Company Act of 1940 Act and
the Internal Revenue Code. If these had been imposed, the account's performance
would have been adversely affected. Furthermore, the account belongs to an
affiliate of the Advisor and was funded with the affiliate's own money. As a
proprietary account, it did not incur any expenses, such as the advisory,
administrative, and other fees to which the Fund is subject. If the account had
incurred these expenses, its performance would have been lower.

<TABLE>
<CAPTION>
Russell 2000
Period Ended Small Cap
May 31, 1998 Account Value Index*
--------------------------------- ------- ------------
<S> <C> <C>
Since Inception (January 1, 1997) 44.06% 25.79%
12 Month (May 31, 1997-May 31, 1998) 48.10% 26.66%
Year Ended 12/31/97 52.67% 31.78%
</TABLE>

* The Russell 2000 Small Cap Value Index shows total return assuming the
reinvestment of dividends but does not reflect the deduction of fees,
expenses and taxes. Source: Frank Russell Company. The Russell 2000 Small Cap
Value Index is comprised of securities in the Russell 2000 Index with less
than average growth orientation. Companies in this index generally have low
price-to-book and price-earnings ratios.

12
<PAGE>

.
REAL ESTATE FUND(US)

_______________________________________________________________________________

Investment Goal High level of total return, a combination of growth and
income

In selecting investments for the Fund, the Advisor
analyzes long-term trends in property types and geographic
regions. The Advisor attempts to identify long-term
patterns in the real estate industry through a combination
top-down (emphasis on markets and sectors) and bottom-up
(emphasis on individual industries and companies)
approach. In the top-down approach, the Advisor analyzes
demographic and economic trends, and reviews the real
estate cycle to determine which geographic regions and
property types will receive focus. In the bottom-up
approach, the Advisor researches individual companies. The
Advisor focuses on companies where management has a stake
in the company's performance and that have strong balance
sheets and/or consistent earnings, and monitors both
internal growth prospects for each company and growth from
acquisitions or development.

Principal Risks In addition to the general risks of investing in a Stock
of Investing in Fund, the Fund is subject to the risk of concentrating its
this Fund investments in the real estate industry, which includes
the risk that the real estate industry will underperform
other industries, as well as the risk that issuers in the
real estate industry will be impacted by market
conditions, legislative or regulatory changes, or
competition. In addition, there are risks associated with
the direct ownership of real estate, including the
cyclical nature of real estate values, overbuilding and
increased competition, increases in property taxes and
operating expenses, and increases in interest rates.

13
<PAGE>

.
Performance Information ________________________________________________________

The bar chart and the performance table below illustrate some of the risks and
past volatility of an investment in Common Shares of the Fund. Of course, the
Fund's past performance does not necessarily indicate how the Fund will perform
in the future. Common Shares are not offered in this Prospectus. The
performance of the Fund's Investor Shares would have substantially similar
performance because the shares are invested in the same portfolio securities.
The performance of the Common and Investor Shares would differ slightly,
however, due to differences in expenses.

<TABLE>
<CAPTION>
1998
- ------
<S> <C>
- -12.35%
</TABLE>
<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
-0.09%
12/31/98
<CAPTION>
Worst Quarter
-------------
<S> <C>
-8.28%
9/30/98
</TABLE>

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the Russell 2000 Index and Morgan Stanley
REIT Index. An index measures the market prices of a specific group of
securities in a particular market or securities in a market sector. You cannot
invest directly in an index. An index does not have an investment advisor and
does not pay any commissions or expenses. If an index had expenses, its
performance would be lower. The Russell 2000 Index is a widely recognized index
of the 2000 smallest companies of the 3000 largest U.S. companies based on
market capitalization. The Morgan Stanley REIT Index is a market capitalization
weighted total return index of 93 REITs that exceed certain minimum liquidity
criteria concerning market capitalization, shares outstanding, trading volume
and per share market price.
<TABLE>
<CAPTION>
Since Inception
---------------
<S> <C>
Real Estate Fund -12.35%*
Russell 2000 Index -2.55%*
Morgan Stanley REIT Index -16.90%*
</TABLE>

* Fund inception and index inceptions computed from (12/31/97).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees 1.00%
Distribution and Service (12b-1) Fees .25%
Other Expenses 1.67%
- --------------------------------------------
Total Annual Fund Operating Expenses 2.92%
- --------------------------------------------
Fee Waivers/1/ -.89%
- --------------------------------------------
Net Expenses 2.03%
- --------------------------------------------
</TABLE>

/1/ The Advisor and Administrator have agreed to waive their fees through April
2000 in amounts necessary to limit advisory and administration fees to .70%
and .07%, respectively, of the Fund's net assets. Administration fees are
included in Other Expenses.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5% return. The example is based on Net Expenses for the
first year, and Total Annual Fund Operating Expenses for the remaining years.
Although your actual costs and returns might be different, your approximate
costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$206 $820 $1,460 $3,179
</TABLE>

14
<PAGE>

.
BALANCED FUND(US)

_______________________________________________________________________________

Investment Goal Favorable total rate of return through current income and
capital appreciation consistent with preservation of
capital

There are no restrictions on the average maturity of the
Fund's fixed income securities Maturities may vary widely
depending on the Advisor's assessment of interest rate
trends and other economic and market factors. or the
maturity of any single fixed income investment. Although
the Advisor focuses on bonds with intermediate maturities,
maturities may vary widely depending on the Advisor's
assessment of interest rate trends and other economic and
market factors.

Principal Risks The Fund is subject to the risk that its allocation of
of Investing in assets between stocks and fixed income securities may
this Fund underperform other allocations.

15
<PAGE>

The Fund is subject to additional risks, which are
discussed in the Statement of Additional Information.

16
<PAGE>

Performance Information _______________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
---- ----- ----- ----- ----
<S> <C> <C> <C> <C>
- -2.29% 21.52% 12.86% 21.80% 9.72%
</TABLE>
<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
12.86%
12/31/98
<CAPTION>
Worst Quarter
-------------
<S> <C>
-11.82%
9/30/98
</TABLE>

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the Russell 3000 Index and Lehman Brothers
Aggregate Bond Index. An index measures the market prices of a specific group
of securities in a particular market or securities in a market sector. You
cannot invest directly in an index. An index does not have an investment
advisor and does not pay any commissions or expenses. If an index had expenses,
its performance would be lower. The Russell 3000 Index is a widely recognized
index of the 3000 largest U.S. companies based on market capitalization. The
Lehman Brothers Aggregate Bond Index is a widely recognized index of U.S.
government obligations, corporate bonds and mortgage-backed securities.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Balanced Fund 9.72% 14.68% 12.36% 11.16%*
70% Russell 3000 Index / 30% Lehman
Brothers Aggregate Bond Index 19.50% 20.28% 17.76% 16.56%*
</TABLE>

* Fund inception (3/9/93). Index inceptions computed from (2/28/93).

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .70%
Distribution and Service (12b-1) Fees .25%
Other Expenses .55%
- --------------------------------------------
Total Annual Fund Operating Expenses 1.50%
- --------------------------------------------
</TABLE>

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$153 $474 $818 $1,791
</TABLE>

17
<PAGE>

.
THE INTERNATIONAL FUNDS ________________________________________________________

Investments in foreign countries are generally denominated in a foreign
currency. As a result, changes in the value of those currencies compared to the
U.S. dollar and in exchange control regulations may affect (positively or
negatively) the value of a Fund's investments and the dividends from those
securities. These currency movements may happen separately from and in response
to events that do not otherwise affect the value of the security in the
issuer's home country. Investments in foreign securities denominated in foreign
currencies involve additional risks. For example, Funds may incur substantial
costs in connection with conversions between various currencies. The Funds
typically do not engage in hedging transactions, and the Advisor may choose not
to hedge under certain market or economic conditions. Further, a Fund may be
unable to hedge against possible variations in foreign exchange rates or to
hedge a specific security transaction or portfolio position, particularly with
respect to Latin American and Asian markets.

Each International Fund is subject to additional risks, which are described on
the following pages and in the Statement of Additional Information.

18
<PAGE>

.
INTERNATIONAL EQUITY FUND(US)

_______________________________________________________________________________

Investment Goal High level of total return through capital appreciation
and current income

Principal Risks In addition to the general risks of investing in an
of Investing in International Fund, this Fund is subject to the risks
this Fund associated with equity investing. Investments in equity
securities in general are subject to market risks that may
cause their prices to fluctuate over time. In other words,
the risk that stock prices will fall over short or
extended periods of time. Historically, the equity markets
have moved in cycles, and the value of the Fund's equity
securities may fluctuate drastically from day-to-day.
Individual companies may report poor results or be
negatively affected by industry or economic trends and
developments. The prices of securities issued by such
companies may suffer a decline in response. Fluctuations
in the value of equity securities in which the Fund
invests will cause the net asset value of the Fund to
fluctuate.

19
<PAGE>

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
3.08% 13.79% 9.85% 4.28% 24.87%
</TABLE>
<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
22.33%
12/31/98
<CAPTION>
Worst Quarter
-------------
<S> <C>
-13.91%
9/30/98
</TABLE>

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the Morgan Stanley Capital International
Europe, Australasia and Far East (MSCI EAFE) Index. An index measures the
market prices of a specific group of securities in a particular market or
securities in a market sector. You cannot invest directly in an index. An index
does not have an investment advisor and does not pay any commissions or
expenses. If an index had expenses, its performance would be lower. The MSCI
EAFE Index is a widely recognized index of over 900 securities listed on the
stock exchanges in Europe, Australia and the Far East.
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
International Equity Fund 24.87% 12.67% 10.90% 12.25%*
MSCI EAFE Index 20.00% 9.00% 9.19% 11.16%*
</TABLE>

* Fund inception (4/12/93). Index inception computed from (3/31/93).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees 1.00%
Distribution and Service (12b-1) Fees .25%
Other Expenses .56%
- --------------------------------------------
Total Annual Fund Operating Expenses 1.81%
- --------------------------------------------
</TABLE>

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$184 $569 $980 $2,127
</TABLE>

20
<PAGE>

.
TRANSEUROPE FUND (US) (not currently available for purchase)

_______________________________________________________________________________

Investment Goal High level of total return through capital appreciation
and current income

Since the Fund's investments are focused on securities of
issuers located in Europe, the Fund is subject to the risk
that securities of companies headquartered or based in
Europe will underperform the equity markets as a whole, as
well as the risk that issuers in Europe will be impacted
by the market conditions, legislative or regulatory
changes, competition, or political, economic, or other
developments in Europe. Government regulation and
restriction in many European countries may limit the
amount and extent of the Fund's investments in those
countries. Regional economics are often closely
interrelated, and political and economic developments,
affecting one region or country often affect other regions
or countries, thus subjecting the Fund to additional
risks.

On January 1, 1999, various European countries implemented
a plan to convert or tie their currencies to a new
currency unit, the euro. Although it is not possible to
predict the impact of this conversion on the Fund, the
ongoing conversion to the euro may change the economic
environment and behavior of investors, particularly in
European markets. The Advisor may need to modify the
Fund's strategy in response to these changes. The
conversion to the euro may adversely affect financial
markets worldwide and may cause fluctuations in the value
of the U.S. dollar and other major currencies.

21
<PAGE>

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees 1.00%
Distribution and Service (12b-1) Fees .25%
Other Expenses* .54%
- --------------------------------------------
Total Annual Fund Operating Expenses 1.79%
- --------------------------------------------
</TABLE>

* Since the Fund has not started operations, Other Expenses are based on
estimated amounts for the current fiscal year.

EXAMPLE
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5% return and Fund expenses remain the same. Although
your actual costs and returns might be different, your approximate costs of
investing $10,000 in the Fund would be:
<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
<S> <C>
$182 $563
</TABLE>

22
<PAGE>

.
ASIAN TIGERS FUND (US)
- -------------------------------------------------------------------------------

Investment Goal Capital Appreciation

Since the Fund's investments are focused on securities of
issuers located in Asia, the Fund is subject to the risk
that securities of companies headquartered or based in
Asia will underperform the equity markets as a whole, as
well as the risk that issuers in Asia will be impacted by
the market conditions, legislative or regulatory changes,
competition, or political, economic or other developments
in Asia. Government regulation and restrictions in many
Asian countries may limit the amount and extent of the
Fund's investments in those countries. Regional economics
are often closely interrelated, and political and economic
developments affecting one region or country often affect
other regions or countries, thus subjecting the Fund to
additional risks.

23
<PAGE>

The Fund's investments in emerging market countries can
be considered speculative and, therefore, may offer
higher potential for gains and losses than investments in
developed markets of the world. Emerging market countries
are countries that the World Bank or the United Nations
considers to be emerging or developing (e.g., South
Korea, Thailand). With respect to any emerging market
country, the risks associated with foreign investing are
greater. The economies of emerging market countries
generally are heavily dependent upon international trade.
These economies have been and may continue to be
adversely affected by trade barriers, exchange or
currency controls, managed adjustments in relative
currency value and other protectionist measures imposed
or negotiated by the countries with which they trade.
Emerging markets may be more likely to experience
political turmoil or rapid changes in market or economic
conditions than more developed countries. In addition,
the financial stability of issuers in emerging market
countries may be more precarious than in other countries.
As a result, there will tend to be more price volatility
in emerging market countries, which may be magnified by
currency fluctuations relative to the U.S. dollar.

24
<PAGE>

Performance Information _______________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.
<TABLE>
<CAPTION>
1995 1996 1997 1998
---- ---- ---- ----
<S> <C> <C> <C>
11.18% 14.21% -36.25% -11.89%
</TABLE>
<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
26.57%
12/31/98

<CAPTION>
Worst Quarter
-------------
<S> <C>
-28.57%
6/30/98
</TABLE>

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the Morgan Stanley Capital International
(MSCI) All Asia Free ex-Japan Index. An index measures the market prices of a
specific group of securities in a particular market or securities in a market
sector. You cannot invest directly in an index. An index does not have an
investment advisor and does not pay any commissions or expenses. If an index
had expenses, its performance would be lower. The MSCI All Asia Free ex-Japan
Index is a widely recognized index that tracks seven Pacific Basin countries,
excluding Japan, and represents only those securities that are available for
investment by international investors.
<TABLE>
<CAPTION>
1 Year 3 Years Since Inception
------- ------- ---------------
<S> <C> <C> <C>
Asian Tigers Fund -11.89% -13.75% -7.57%*
MSCI All Asia Free ex-Japan Index -7.79% -15.39% -12.15%*
</TABLE>

* Fund inception (1/12/94). Index inception computed from (12/31/93).

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees 1.00%
Distribution and Service (12b-1) Fees .25%
Other Expenses .84%
- --------------------------------------------
Total Annual Fund Operating Expenses 2.09%
- --------------------------------------------
</TABLE>

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$212 $655 $1,124 $2,421
</TABLE>

25
<PAGE>

.
LATIN AMERICA EQUITY FUND(US)

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

Investment Goal Long-term capital appreciation

Principal The Latin America Equity Fund primarily invests in common
Investment stocks and other equity securities of companies
Strategies headquartered or based in Latin American countries. In an
effort to reduce risk, the Advisor diversifies the Fund's
investments among economic sectors. In selecting
investments for the Fund, the Advisor seeks to benefit
from economic and other developments in Latin America.
The Advisor tries to identify companies with long-term
growth prospects whose securities are trading at
reasonable prices. The Advisor considers a company's
competitive advantages and its ability to sustain
earnings growth in comparison to its peers. The Advisor
selects the Fund's investments using a combination of
top-down (emphasis on market and sectors) and bottom-up
(emphasis on individual industries and companies)
approaches, with an emphasis on the latter. The Advisor
diversifies the Fund's investments among various Latin
American countries, such as Argentina, Brazil, Chile,
Colombia, Mexico, Peru and Venezuela.

Principal Risks In addition to the general risks of investing in any
of Investing in International Fund, this Fund is subject to the risks
this Fund associated with equity investing. Investments in equity
securities in general are subject to market risks that
may cause their prices to fluctuate over time. In other
words, the risk that stock prices will fall over short or
extended periods of time. Historically, the equity
markets have moved in cycles, and the value of the Fund's
equity securities may fluctuate drastically from day-to-
day. Individual companies may report poor results or be
negatively affected by industry or economic trends and
developments. The prices of securities issued by such
companies may suffer a decline in response. Fluctuations
in the value of equity securities in which the Fund
invests will cause the net asset value of the Fund to
fluctuate.

Since the Fund's investments are focused on securities of
issuers located in Latin America, the Fund is subject to
the risk that Latin American securities will underperform
the equity markets as a whole, as well as the risk that
issuers in Latin America will be impacted by the market
conditions, legislative or regulatory changes,
competition, or political, economic or other developments
in Latin America. Government regulation and restrictions
in many Latin American countries may limit the amount and
extent of the Fund's investments in those countries.
Regional economies are often closely interrelated, and
political and economic developments affecting one region
or country often affect other regions or countries, thus
subjecting the Fund to additional risks.

26
<PAGE>

The Fund's investments in emerging market countries can be
considered speculative and, therefore, may offer higher
potential for gains and losses than investments in
developed markets of the world. Emerging market countries
are countries that the World Bank or the United Nations
considers to be emerging or developing (e.g., Peru,
Venezuela). With respect to any emerging market country,
the risks associated with foreign investing are greater.
The economies of emerging market countries generally are
heavily dependent upon international trade. These
economies have been and may continue to be adversely
affected by trade barriers, exchange or currency controls,
managed adjustments in relative currency value and other
protectionist measures imposed or negotiated by the
countries with which they trade. Emerging markets may be
more likely to experience political turmoil or rapid
changes in market or economic conditions than more
developed countries. In addition, the financial stability
of issuers in emerging market countries may be more
precarious than in other countries. As a result, there
will tend to be more price volatility in emerging market
countries, which may be magnified by currency fluctuations
relative to the U.S. dollar.

27
<PAGE>

Performance Information _______________________________________________________

The bar chart and the performance table below illustrate some of the risks and
past volatility of an investment in Common Shares of the Fund. Of course, the
Fund's past performance does not necessarily indicate how the Fund will
perform in the future. Common Shares are not offered in this Prospectus. The
performance of the Fund's Investor Shares would be substantially similar
because the shares are invested in the same portfolio securities, but would
differ slightly, however, due to differences in expenses.

The bar chart shows changes in the Fund's performance from year to year.
<TABLE>
<CAPTION>
1997 1998
---- ----
<S> <C>
35.50% -36.33%
</TABLE>
<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
22.73%
6/30/97

<CAPTION>
Worst Quarter
-------------
<S> <C>
-32.83%
9/30/98
</TABLE>

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the Morgan Stanley Capital International
Emerging Markets Latin America Free Index. An index measures the market prices
of a specific group of securities in a particular market or securities in a
market sector. You cannot invest directly in an index. An index does not have
an investment advisor and does not pay any commissions or expenses. If an
index had expenses, its performance would be lower. The MSCI Emerging Markets
Latin America Free Index is a widely recognized index of stocks from Latin
American countries.
<TABLE>
<CAPTION>
1 Year Since Inception
------- ---------------
<S> <C> <C>
Latin America Equity Fund -36.33% - 4.82%*
MSCI Emerging Markets Latin America Free Index -35.11% -4.63%*
</TABLE>
* Fund inception (7/1/96). Index inception computed from (6/30/96).

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees 1.00%
Distribution and Service (12b-1) Fees .25%
Other Expenses 1.16%
- --------------------------------------------
Total Annual Fund Operating Expenses 2.41%
- --------------------------------------------
</TABLE>

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$244 $751 $1,285 $2,746
</TABLE>

28
<PAGE>

.
INTERNATIONAL FIXED INCOME FUND (US)

_______________________________________________________________________________

[LOGO APPEARS HERE]

Investment Goal High level of total return, relative to funds with like
investment goals, measured in U.S. dollar terms, from
income and capital appreciation

[LOGO APPEARS HERE]

Although the International Funds typically do not engage
in hedging activities, this Fund may do so occasionally.

29
<PAGE>

Performance Information _______________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
- -1.71% 20.68% 2.62% -6.16% 14.84%
</TABLE>
<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
11.96%
3/31/95

<CAPTION>
Worst Quarter
-------------
<S> <C>
-6.06%
3/31/97
</TABLE>

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
International Fixed Income Fund 14.84% 3.41% 5.58% 5.61%*
J.P. Morgan Global Non-U.S. Government
Bond Index 18.28% 6.21% 8.77% 8.70%*
</TABLE>
* Fund inception (4/26/93). Index inception computed from (4/30/93).

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .80%
Distribution and Service (12b-1) Fees .25%
Other Expenses 1.01%
- --------------------------------------------
Total Annual Fund Operating Expenses 2.06%
- --------------------------------------------
Fee Waiver/1/ -.05%
- --------------------------------------------
Net Expenses 2.01%
- --------------------------------------------
</TABLE>

/1/The Administrator has agreed to waive its fees through April 2000 in an
amount necessary to limit administration fees (included in Other Expenses) to
.10% of the Fund's net assets.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5% return. The example is based on Net Expenses for the
first year, and Total Annual Fund Operating Expenses for the remaining years.
Although your actual costs and returns might be different, your approximate
costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$204 $641 $1,104 $2,386
</TABLE>

30
<PAGE>

.
THE BOND FUNDS ________________________________________________________________

Each Bond Fund is subject to additional risks, which are described on the
following pages and in the Statement of Additional Information.

31
<PAGE>

.
FIXED INCOME FUND (US)

________________________________________________________________________________

[LOGO APPEARS HERE]

Investment Goal High level of total return, relative to funds with like
investment goals, from income, and to a lesser degree,
capital appreciation

[LOGO APPEARS HERE]

The Advisor actively manages four key components of
portfolio risk:

. Duration (the sensitivity of a bond's price changes
in interest rates) is targeted in an attempt to
position the Fund's portfolio to take advantage of
changing economic conditions, inflation and market
values.

. Yield curve (the range of yields offered from short
term securities to long term) allocations are
based on a detailed analysis of interest rates,
the portfolio's duration targets and a review of
Federal Reserve policy.

. Sector allocation (the percentage of assets in
corporate bonds, governments, etc.) is determined
by analysis of such factors as economic
conditions, current prices and market sentiment.

. Security selection is based on a fundamental
understanding of each holding including credit
analysis, market value and price volatility.

[LOGO APPEARS HERE]

Principal Risks In addition to the general risks of investing in any Bond
of Investing in Fund, this Fund is subject to the risks of investing in
this Fund U.S. government and mortgage-backed securities. Although
investments in U.S. government securities are considered
to be among the safest investments, they are not
guaranteed against price movements due to changing
interest rates. Obligations issued by some U.S.
government agencies are backed by the U.S. Treasury,
while others are backed solely by the ability of the
agency to borrow from the U.S. Treasury or by the
agency's own resources. High yield bonds involve greater
risk of default, or price declines than investment-grade
securities. The market prices of such lower rated debt
securities may decline significantly in periods of
general economic difficulty. In addition, the trading
market for these securities is generally less liquid than
for higher rated securities.

32
<PAGE>

Due to its investment strategy, the Fund may have a high
portfolio turnover rate. A portfolio turnover rate of 100%
or more may result in higher transaction costs, higher
levels of realized capital gains and additional taxes than
if the turnover rate was lower. In seeking total return
oportunities, the Advisor considers such costs and
potential gains and taxes in determining whether to sell a
particular security.

33
<PAGE>

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
- -3.97% 17.40% 3.24% 8.92% 6.81%
</TABLE>
<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
5.85%
6/30/95

<CAPTION>
Worst Quarter
-------------
<S> <C>
-2.94%
3/31/94
</TABLE>

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the Lehman Brothers Aggregate Bond Index.
An index measures the market prices of a specific group of securities in a
particular market or securities in a market sector. You cannot invest directly
in an index. An index does not have an investment advisor and does not pay any
commissions or expenses. If an index had expenses, its performance would be
lower. The Lehman Brothers Aggregate Bond Index is a widely recognized index of
U.S. government obligations, corporate bonds and mortgage-backed securities.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Fixed Income Fund 6.81% 6.30% 6.25% 6.37%*
Lehman Brothers Aggregate Bond Index 8.69% 7.29% 7.27% 7.24%*
</TABLE>
* Fund inception (3/12/93). Index inception computed from (2/28/93).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .60%
Distribution and Service (12b-1) Fees .25%
Other Expenses .48%
- --------------------------------------------
Total Annual Fund Operating Expenses 1.33%
- --------------------------------------------
Fee Waivers/1/ -.15%
- --------------------------------------------
Net Expenses 1.18%
- --------------------------------------------
</TABLE>

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5% return. The example is based on Net Expenses for the
first year, and Total Annual Fund Operating Expenses for the remaining years.
Although your actual costs and returns might be different, your approximate
costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$120 $407 $714 $1,588
</TABLE>

34
<PAGE>

.
INTERMEDIATE GOVERNMENT FIXED INCOME FUND (US)

_______________________________________________________________________________

[LOGO APPEARS HERE]

Investment Goal High level of total return, relative to funds with like
investment goals, consistent with preservation of capital,
from income and, to a lesser degree, capital appreciation

[LOGO APPEARS HERE]

The Advisor actively manages four key components of
portfolio risk:

. Duration (the sensitivity of a bond changes in
interest rates) is targeted in an attempt to
position the Fund's portfolio to take advantage of
changing economic conditions, inflation and market
values.

. Yield curve (the range of yields offered from short
term securities to long term) allocations are based
on a detailed analysis of interest rates, the
portfolio's duration targets and a review of Federal
Reserve policy.

. Sector allocation (the percentage of assets in
Treasuries, mortgage-backed securities, etc.) is
determined by analysis of such factors as economic
conditions, current prices and market sentiment.

. Security selection is based on a fundamental
understanding of each holding including market value
and price volatility.

[LOGO APPEARS HERE]

Mortgage-backed securities (including collateralized
mortgage obligations, a type of mortgage-backed security)
are fixed income securities representing an interest in a
pool of underlying mortgage loans. They are sensitive to
changes in interest rates, but may respond to these
changes differently from other fixed income securities due
to the possibility of prepayment of the underlying
mortgage loans. Prepayment risk may make it difficult to
calculate the average maturity of a portfolio of mortgage-
backed securities and, therefore, to assess volatility
risk. The Advisor actively manages this risk.

35
<PAGE>

Performance Information _______________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
- -3.03% 13.59% 3.30% 7.66% 7.56%
</TABLE>
<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
4.65%
9/30/98

<CAPTION>
Worst Quarter
-------------
<S> <C>
-2.48%
3/31/94
</TABLE>

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the Lehman Brothers Intermediate
Government Bond Index. An index measures the market prices of a specific group
of securities in a particular market or securities in a market sector. You
cannot invest directly in an index. An index does not have an investment
advisor and does not pay any commissions or expenses. If an index had
expenses, its performance would be lower. The Lehman Brothers Intermediate
Government Bond Index is a widely recognized index of U.S. Treasury
securities, U.S. government agency obligations and corporate bonds backed by
the U.S. government.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Intermediate Government Fixed Income
Fund 7.56% 6.16% 5.67% 5.38%*
Lehman Brothers Intermediate Government
Bond Index 8.49% 6.73% 6.45% 6.35%*
</TABLE>
*Fund inception (4/12/93). Index inception computed from (3/31/93).

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .60%
Distribution and Service (12b-1) Fees .25%
Other Expenses .64%
- --------------------------------------------
Total Annual Fund Operating Expenses 1.49%
- --------------------------------------------
Fee Waivers/1/ -.15%
- --------------------------------------------
Net Expenses 1.34%
- --------------------------------------------
</TABLE>

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5% return. The example is based on Net Expenses for the
first year, and Total Annual Fund Operating Expenses for the remaining years.
Although your actual costs and returns might be different, your approximate
costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$136 $456 $799 $1,767
</TABLE>

36
<PAGE>

.
TAX-EXEMPT FIXED INCOME FUND (US)

_______________________________________________________________________________

[LOGO APPEARS HERE]

Investment Goal High level of total return, relative to funds with like
investment goals, from income, consistent with
preservation of capital

[LOGO APPEARS HERE]

The Advisor actively manages four key components of
portfolio risk:

. Yield curve (the range of yields offered from short
term securities to long term) allocations are based
on a detailed analysis of interest rates, the
portfolio's duration targets and a review of Federal
Reserve policy.

. Sector allocation (the percentage of assets in
securities issued to fund housing projects, airports
or hospitals, for example) is determined by analysis
of such factors as economic conditions, current
prices and market sentiment.

. Security selection is based on a fundamental
understanding of each holding including credit
analysis, market value and price volatility.

[LOGO APPEARS HERE]

37
<PAGE>

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
- -5.27% 15.43% 2.70% 9.11% 5.31%
</TABLE>
<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
5.89%
3/31/95

<CAPTION>
Worst Quarter
-------------
<S> <C>
-5.50%
3/31/94
</TABLE>

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the Lehman Brothers Municipal Bond Index.
An index measures the market prices of a specific group of securities in a
particular market or securities in a market sector. You cannot invest directly
in an index. An index does not have an investment advisor and does not pay any
commissions or expenses. If an index had expenses, its performance would be
lower. The Lehman Brothers Municipal Bond Index is a widely recognized index of
municipal bonds with maturities of at least one year.
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Tax-Exempt Fixed Income Fund 5.31% 5.67% 5.23% 5.26%*
Lehman Brothers Municipal Bond Index 6.48% 6.69% 6.23% 6.56%*
</TABLE>
*Fund inception (3/9/93). Index inception computed from (2/28/93).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .60%
Distribution and Service (12b-1) Fees .25%
Other Expenses .67%
- --------------------------------------------
Total Annual Fund Operating Expenses 1.52%
- --------------------------------------------
Fee Waivers/1/ -.15%
- --------------------------------------------
Net Expenses 1.37%
- --------------------------------------------
</TABLE>

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5% return. The example is based on Net Expenses for the
first year, and Total Annual Fund Operating Expenses for the remaining years.
Although your actual costs and returns might be different, your approximate
costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$139 $466 $815 $1,800
</TABLE>

38
<PAGE>

.
LIMITED VOLATILITY FIXED INCOME FUND(US) (not currently available for
purchase)

_______________________________________________________________________________

Investment Goal High level of current income, consistent with relative
stability of principal

There may be economic or political changes that impact the
ability of municipal issuers to repay principal and to
make interest payments on municipal securities. Changes to
the financial condition or credit rating of municipal
issuers may also adversely affect the value of the Fund's
municipal securities. Constitutional or legislative limits
on borrowing by municipal issuers may result in reduced
supplies of municipal securities. Moreover, certain
municipal securities are backed only by a municipal
issuer's ability to levy and collect taxes.

Investing in foreign countries poses distinct risks, since
political and economic events unique to a country or
region will affect those markets and their issuers. These
events will not necessarily affect the U.S. economy or
similar issuers located in the U.S. In addition,
investments in foreign countries are generally denominated
in a foreign currency. As a result, changes in the value
of those currencies compared to the U.S. dollar may affect
(positively or negatively) the value of a Fund's
investments. These currency movements may happen
separately from and in response to events that do not
otherwise affect the value of the security in the issuer's
home country.

39
<PAGE>

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .60%
Distribution and Service (12b-1) Fees .25%
Other Expenses/1/ .24%
- --------------------------------------------
Total Annual Fund Operating Expenses 1.09%
- --------------------------------------------
Fee Waiver/2/ -.10%
- --------------------------------------------
Net Expenses .99%
- --------------------------------------------
</TABLE>
/1/Since the Fund has not started operating, Other Expenses are based on
estimated amounts for the current fiscal year.
/2/The Advisor has agreed to waive its fees through April 2000 in amounts
necessary to limit advisory fees to .50% of the Fund's net assets.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5% return. The example is based on Net Expenses for the
first year, and Total Annual Fund Operating Expenses for the remaining years.
Although your actual costs and returns might be different, your approximate
costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
<S> <C>
$101 $337
</TABLE>

40
<PAGE>

.
THE MONEY MARKET FUNDS ________________________________________________________

Money market funds invest in high quality, short-term debt securities,
commonly known as money market instruments. These generally include CDs,
bankers' acceptances, U.S. Treasury securities, some municipal securities,
commercial paper, and repurchase agreements involving these instruments. Money
market funds follow strict rules about credit risk, maturity and
diversification of its investments. An investment in a money market fund is
not a bank deposit. Although a money market fund seeks to keep a constant
price per share of $1.00, you may lose money by investing in a money market
fund.

Each Money Market Fund is subject to additional risks, which are described on
the following pages and in the Statement of Additional Information.

41
<PAGE>

.
TREASURY MONEY MARKET FUND (US)

________________________________________________________________________________

[LOGO APPEARS HERE]

Investment Goal To preserve principal value and maintain a high degree of
liquidity while providing current income

[LOGO APPEARS HERE]

. interest rates,
. market conditions, and
. liquidity needs.

[LOGO APPEARS HERE]

42
<PAGE>

Performance Information ________________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
3.32% 5.02% 4.54% 4.70% 4.64%
</TABLE>
<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
1.28%
6/30/95
<CAPTION>
Worst Quarter
------------- -----
<S> <C>
.59%
3/31/94
</TABLE>

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the IBC U.S. Treasury Average. An average
measures the share prices of mutual funds with a particular investment goal.
You cannot invest directly in an average. The IBC U.S. Treasury Average is a
composite of mutual funds with investment goals similar to the Fund's goal.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Treasury Money Market Fund 4.64% 4.63% 4.44% 4.15%*
IBC U.S. Treasury Average 4.65% 4.73% 4.60% 4.33%*
</TABLE>
*Fund inception (3/25/93). Average inception computed from (3/30/93).

To obtain the Fund's current yield, please call 1-800-443-4752.

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .35%
Distribution and Service (12b-1) Fees .25%
Other Expenses .46%
- --------------------------------------------
Total Annual Fund Operating Expenses 1.06%
- --------------------------------------------
Fee Waivers/1/ -.23%
- --------------------------------------------
Net Expenses/2/ .83%
- --------------------------------------------
</TABLE>

/1/ The Advisor and Administrator have agreed to waive their fees through April
2000 in amounts necessary to limit advisory and administration fees to .20% and
.07%, respectively, of the Fund's net assets. Administration fees are included
in Other Expenses.

/2/ After voluntary waivers, net expenses are .58%. Voluntary waivers may be
discontinued at any time.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5% return. The example is based on Net Expenses for the
first year, and Total Annual Fund Operating Expenses for the remaining years.
Although your actual costs and returns might be different, your approximate
costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$85 $314 $562 $1,273
</TABLE>

43
<PAGE>

.
GOVERNMENT MONEY MARKET FUND (US)

________________________________________________________________________________

[ICON LOGO]

Investment Goal To provide as high a level of current income as is
consistent with the preservation of capital and liquidity

[ICON LOGO]

. interest rates,
. market conditions, and
. liquidity needs.

The Advisor monitors the Fund's investments and adjusts
the average maturity of the Fund in anticipation of
changes in short-term interest rates. Important factors
include an assessment of Federal Reserve policy and an
analysis of the yield curve (the range of yields
offered).

[ICON LOGO]

44
<PAGE>

Performance Information _______________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.

<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
1.34%
6/30/95

<CAPTION>
Worst Quarter
-------------
<S> <C>
.68%
3/31/94
</TABLE>
This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the IBC Total Government Average. An
average measures the share prices of a specific group of mutual funds with a
particular investment goal. You cannot invest directly in an average. The IBC
Total Government Average is a composite of mutual funds with investment goals
similar to the Fund's goal.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Government Money Market Fund 4.91% 4.93% 4.75% 4.50%*
IBC Total Government Average 4.97% 4.97% 4.81% 4.55%*
</TABLE>

*Fund inception (4/22/93). Average inception computed from (4/30/93).

To obtain the Fund's current yield, please call 1-800-443-4725.

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .20%
Distribution and Service (12b-1) Fees .25%
Other Expenses .44%
- --------------------------------------------
Total Annual Fund Operating Expenses .89%
- --------------------------------------------
Fee Waiver/1/ -.08%
- --------------------------------------------
Net Expenses/2/ .81%
- --------------------------------------------
</TABLE>

/1/The Administrator has agreed to waive its fees through April 2000 in an
amount necessary to limit administration fees (included in Other Expenses)
to .07% of the Fund's net assets.

/2/After voluntary waivers, net expenses are .63%. Voluntary waivers may be
discontinued at any time.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5% return. The example is based on Net Expenses for the
first year, and Total Annual Fund Operating Expenses for the remaining years.
Although your actual costs and returns might be different, your approximate
costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$83 $276 $485 $1,089
</TABLE>

45
<PAGE>

.
MONEY MARKET FUND (US)

________________________________________________________________________________

Investment Goal To provide as high a level of current income as is
consistent with the preservation of capital and liquidity

Principal The Money Market Fund invests substantially all of its
Investment assets in high quality money market instruments issued by
Strategies corporations, banks and the U.S. government or its
agencies or instrumentalities, as well as repurchase
agreements involving these investments. The Advisor
structures the Fund's portfolio based on its outlook on:

. interest rates,
. market conditions, and
. liquidity needs.

46
<PAGE>

Performance Information _______________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
3.71% 5.38% 4.87% 5.12% 4.97%
</TABLE>
<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
1.35%
6/30/95
<CAPTION>
Worst Quarter
-------------
<S> <C>
.69%
3/31/94
</TABLE>

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Money Market Fund 4.97% 4.99% 4.81% 4.54%*
IBC Total Taxable Average 5.04% 5.04% 4.87% 4.57%*
</TABLE>

* Fund inception and average inception computed from (3/31/93).

To obtain the Fund's current yield, please call 1-800-443-4725.

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .35%
Distribution and Service (12b-1) Fees .25%
Other Expenses .43%
- --------------------------------------------
Total Annual Fund Operating Expenses 1.03%
- --------------------------------------------
Fee Waivers/1/ -.23%
- --------------------------------------------
Net Expenses/2/ .80%
- --------------------------------------------
</TABLE>

/2/After voluntary waivers, net expenses are .66%. Voluntary waivers may be
discontinued at any time.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5% return. The example is based on Net Expenses for the
first year, and Total Annual Fund Operating Expenses for the remaining years.
Although your actual costs and returns might be different, your approximate
costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$82 $305 $546 $1,239
</TABLE>

47
<PAGE>

.
TAX-EXEMPT MONEY MARKET FUND (US)

________________________________________________________________________________

Principal The Tax-Exempt Money Market Fund invests substantially
Investment all of its assets in short-term, high quality money
Strategies market instruments issued by municipalities and other
issuers. Under normal circumstances, the Fund invests at
least 80% of its net assets in securities that pay income
exempt from Federal income and alternative minimum taxes.
These issuers may be located in any state, territory or
possession of the U.S., or the District of Columbia. The
Advisor emphasizes particular market sectors of the
municipal money market that it expects will outperform
the market as a whole. The Advisor structures the Fund's
portfolio based on its outlook on:

. interest rates,
. market conditions, and
. liquidity needs.

48
<PAGE>

Performance Information _______________________________________________________

The bar chart shows changes in the performance of the Fund's Investor Shares
from year to year.
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
2.24% 3.24% 2.88% 3.10% 2.96%
</TABLE>
<TABLE>
<CAPTION>
Best Quarter
-------------
<S> <C>
.85%
6/30/95

<CAPTION>
Worst Quarter
-------------
<S> <C>
.43%
3/31/94
</TABLE>

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the IBC Total Tax-Free Average. An
average measures the share prices of a specific group of mutual funds with a
particular investment goal. You cannot invest directly in an average. The IBC
Total Tax-Free Average is a composite of mutual funds with investment goals
similar to the Fund's goal.
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Tax-Exempt Money Market Fund 2.96% 2.98% 2.88% 2.72%*
IBC Total Tax-Free Average 2.94% 3.03% 2.96% 2.82%*
</TABLE>

*Fund inception (3/24/93). Average inception computed from (3/31/93).

To obtain the Fund's current yield, please call 1-800-443-4725.

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

This table describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

<TABLE>
<S> <C>
Investment Advisory Fees .35%
Distribution and Service (12b-1) Fees .25%
Other Expenses .45%
- --------------------------------------------
Total Annual Fund Operating Expenses 1.05%
- --------------------------------------------
Fee Waivers/1/ -.23%
- --------------------------------------------
Net Expenses/2/ .82%
- --------------------------------------------
</TABLE>

/2/After voluntary fee waivers, net expenses are .57%. Voluntary waivers may
be discontinued at any time.

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell
your shares at the end of each period. The example also assumes that each year
your investment has a 5% return. The example is based on Net Expenses for the
first year, and Total Annual Fund Operating Expenses for the remaining years.
Although your actual costs and returns might be different, your approximate
costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------
<S> <C> <C> <C>
$84 $311 $557 $1,262
</TABLE>

49
<PAGE>

Type of Risk Funds Subject to Risk

Credit Risk--The possibility that an issuer
will be unable to make timely payments of
either principal or interest.

50
<PAGE>

Type of Risk

Funds Subject to Risk

Hedging Risk--Hedging is a strategy designed to Stock Funds Balanced Fund
offset investment risks. Hedging activities International Funds Bond
include, among other things, the use of Funds
forwards, options and futures. The Funds
typically do not engage in hedging activities.
Further, the Advisor may choose not to hedge
under certain market or economic conditions.

There are risks associated with hedging
activities, including:

. The success of a hedging strategy depends
on an abiliy to predict movements in the
prices of individual securities,
fluctuations in markets, and movements in
interest and currency exchange rates;

. There may not be a liquid secondary
market for a futures contract or option;

51
<PAGE>

.
Type of Risk Funds Subject to Risk

52
<PAGE>

Type of Risk

Funds Subject to Risk

53
<PAGE>

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

How Do I Obtain an Application?

Account Applica-
tion forms can be
obtained by call-
ing 1-800-443-4725

..............................................
.
................................
................................
How to Purchase, Exchange and Sell Your Shares ________________________________

Purchasing Investor Shares

How To Purchase You may purchase Investor Shares of the Funds through
Investor Shares banks, various brokerage firms and other financial
intermediaries that are authorized to sell Investor Shares
(intermediaries).
Investor Shares are offered
without a sales charge. However,
intermediaries may charge fees for
services provided in connection
with buying, selling or exchanging
shares. Each intermediary also may
have its own rules about shares
transactions. For more information
about how to purchase shares
through an intermediary, you should contact that
intermediary directly.
You may purchase a Fund's shares on any business day,
excluding major holidays ("Business Day"). Currently, the
Funds observe the following holidays: New Year's Day,
Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Columbus Day,
Veterans Day, Thanksgiving Day, and Christmas Day. The
price per share (the offering price) will be the net asset
value (NAV) per share next determined after we receive
your purchase order and payment. We calculate each Fund's
NAV once each Business Day. For the Non-Money Market
Funds, we calculate NAV as of the close of regular trading
on the NYSE (normally, 4:00 p.m., Eastern time). So, for
these Funds, to receive the current Business Day's NAV,
generally we must receive your purchase order from your
financial institution before 4:00 p.m., Eastern time.
For the Money Market Funds, we must receive your
purchase order and payment before 1:00 p.m., Eastern time
for you to receive the current Business Day's NAV and that
day's dividend. You may not purchase shares of a Money
Market Fund by Federal Reserve wire on days the Federal
Reserve is closed.
Purchase requests for the Money Market Funds submitted
to the Transfer Agent before 5:00 p.m., Eastern time, by
accounts for which ABN AMRO North America, Inc. or certain
of its affiliates act in a fiduciary, agency, investment
advisory or custodian capacity, will become effective at
the net asset value determined as of 5:00 p.m., Eastern
time, and will be entitled to receive the dividend
declared, on that same Business Day.
If we receive your order and payment after the above
cut-off times, your purchase order will be effective the
next Business Day and your purchase price per share will
be the NAV calculated on that next Business Day.
Intermediaries may have earlier cut-off times for
purchases. For more information about how to purchase
through your intermediary, you should contact your
intermediary directly.
In calculating NAV for the Non-Money Market Funds, we
generally value a Fund's portfolio at market price. In
calculating NAV for the Money Market Funds, we generally
value a Fund's portfolio using the amortized cost
valuation method, which is described in detail in the
Statement of Additional Information. If market prices are
unavailable, or we think that the market prices or the
amortized cost valuation method are unreliable, fair value
prices may be determined in good faith using methods
approved by the Board of Trustees. Some Funds hold
portfolio securities that trade on

54
<PAGE>

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

How Does
an
Exchange
Take
Place?

....................................................
.
................................................................................
................................................................................
foreign exchanges. These securities may trade on weekends
or other days when the Funds do not calculate NAV. As a
result, the NAV of a Fund's shares may change on days when
you cannot purchase or sell Fund shares. Although we
cannot assure this, we expect the NAV for the Money Market
Funds to remain constant at $1.00 per share.
To purchase Investor Shares of any Fund for the first
time, you must invest at least $2,000 in any Fund. To
purchase additional shares of any Fund, you must invest at
least $100. However, we may waive the investment minimums
at any time at our discretion.
If you have arranged to purchase shares through the
Automatic Investment Plan (see below), then you must
invest at least $50.
You may purchase Investor Shares by direct deposit or
Automated Clearing House transactions if your intermediary
offers these services. Please contact your intermediary to
find out if these services are available to you.
The Advisor and Distributor reserve the right to refuse
any order for the purchase of shares.

Automatic With the Automatic Investment Plan ("AIP"), you may
Investment Plan purchase additional shares automatically through regular
deductions from your checking account. After you have
established an account with us, you may begin regularly
scheduled investments of at least $50 per month. Please
contact your intermediary for more information.

Exchanging Investor Shares _____________________________________________________
How To Exchange You may exchange Investor
Your Shares Shares of any
Fund for Investor Shares of
any other Fund on any
Business Day. You can request
an exchange by contacting
your intermediary who will
then contact us. Exchanges
will be made only after we
receive instructions in
writing or by telephone. You
will receive the current
Business Day's NAV if we
receive your exchange request
in good order before NAV is
calculated for the Non-Money
Market Funds and by 1:00
p.m., Eastern time for the
Money Market Funds. Your
intermediary may have
earlier cutoff times for exchange requests. Please contact
your intermediary for more information about exchange
requests.
Exchange requests for the Money Market Funds submitted
to the Transfer Agent before 5:00 p.m., Eastern time, on
behalf of accounts for which ABN AMRO North America, Inc.
or any of its affiliates act in a fiduciary, agency,
investment advisory or custodian capacity, will become
effective at the net asset value determined as of 5:00
p.m., Eastern time that same Business Day.
If your request is for more than $5,000, we may require
a written exchange request with a signature guarantee from
an eligible guarantor (a notarized signature is not
sufficient). The Funds may change or cancel the exchange
privilege at any time upon 60 days' notice.

In the case of market timing or allocation services
Exchanges By ("Timing Accounts"), the Distributor will deduct an
Timing Accounts administrative service fee of $5.00 per exchange. Timing
Accounts generally include accounts administered so as to
redeem or purchase shares based upon certain predetermined
market indicators.

55
<PAGE>

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

What is a Signature Guarantee?

A signature guar-
antee verifies
the authenticity
of your signature
and may be ob-
tained from
banks,
brokerdealers,
certain credit
unions, clearing
agencies or sav-
ings associa-
tions. A notary
public cannot
provide a signa-
ture guarantee.

.................................................
.
.................................................
.................................................
The Funds reserve the right to temporarily or
permanently terminate the exchange privilege or reject any
specific purchase order for any Timing Account or any
person whose transactions seem to follow a timing pattern
who: (i) makes an exchange request out of a Fund within two
weeks of earlier exchange request out of the Fund; (ii)
makes more than two exchanges out of a Fund per calendar
quarters; or (iii) exchanges Shares equal in value to at
least $5 million, or more than 1% of a Fund's net assets.
Accounts under common ownership or control including
accounts administered so as to redeem to purchase shares
based upon certain predetermined market indicators will be
aggregated for purposes of the exchange limits.
In addition, the Funds reserve the right to refuse the
purchase and/or exchange requests by any Timing Account,
person, or group if, in the Advisor's judgment a Fund would
be unable to invest effectively in accordance with its
investment objectives and policies or would otherwise
potentially be adversely affected. A shareholder's exchange
into a Fund may be restricted or refused if the Fund
receives or anticipates simultaneous orders affecting
significant portions of the Fund's assets, in particular, a
pattern of exchanges that coincides with a market timing
strategy may be disruptive to the Fund and therefore may be
refused.
The Advisor and the Distributor reserve the right to
refuse any order for the purchase of shares.

Selling Investor Shares ________________________________________________________
How To Sell Your You may sell (redeem) your
Shares shares on any
Business Day by contacting
your intermediary directly. If
your request is for more than
$5,000, or if you are
requesting that the proceeds
from your redemption be sent
to an address or an account
that is different from what we
have on our records, then we
may require a written
redemption request with a
signature guarantee from an
eligible
guarantor (a notarized signature is not sufficient).
You will receive the current Business Day's
NAV if we receive your redemption request in good order
before NAV is calculated for the Non-Money Market Funds and
by 1:00 p.m., Eastern time for the Money Market Funds. Your
intermediary may have earlier cut-off times for redemption
requests. Please contact your intermediary for more
information about redemption requests.
Redemption requests for the Money Market Funds submitted
to the Transfer Agent before 5:00 p.m., Eastern time, by
accounts for which ABN AMRO North America, Inc. or certain
of its affiliates act in a fiduciary, agency, investment
advisory or custodian capacity, will become effective at
the net asset value determined as of 5:00 p.m., Eastern
time that same Business Day.

56
<PAGE>

.
your shares by check or through an AIP, then your proceeds
may not be available until your check has cleared (which
may take up to 15 days).
We intend to pay your redemption proceeds in cash.
However, under unusual conditions that make the payment of
cash unwise (and for the protection of the remaining
shareholders of the Fund), we may pay all or part of your
redemption proceeds in portfolio securities that have a
market value equal to the redemption price. Although it is
highly unlikely that your shares would ever actually be
redeemed in kind, if it did happen, you would probably
have to pay brokerage costs to sell the securities
distributed to you, as well as taxes on any gain from the
sale.

Systematic Under the Systematic Withdrawal Plan ("SWP"), you may
Withdrawal Plan arrange monthly, quarterly,
semi-annual, or annual automatic withdrawals of $50 or
more from any Fund. The proceeds can be mailed to you or
wired to your bank account. You may use the SWP if you
automatically reinvest your dividends (see Dividends and
Distributions below) and your account has a current value
of $5,000 or more. You should contact your intermediary to
find out if a SWP is available to you and for further
information about the SWP. To change or cancel your SWP,
please contact your intermediary.

Involuntary If your account balance drops below $2,000 (the required
Redemptions minimum initial purchase
amount) due to redemptions, including redemptions through
the SWP, you may be required to redeem your remaining
shares. You will always be given at least 60 days' written
notice to give you time to add to your account and avoid
involuntary redemption.

More Information About Share Transactions _____________________________________

How To Change the If you own shares that are registered in your
Registration of intermediary's name, and you want to
Your Shares transfer the registration to another intermediary or want
the shares registered in your name, then you should
contact your intermediary for instructions to make this
change.

Checkwriting You may elect the Money Market Funds' checkwriting
Service For Money services which allow you to write
Market Fund checks in amounts of $100 or more. You may not, however,
Investors use a check to close your account. You may not write
checks against Investor Shares of the Money Market Funds
in your account which you purchased within the last 15
days, except for shares you purchased by wire (which are
immediately available). Please contact your intermediary
to find out if checkwriting services are available to you
and for more information about checkwriting services.

Telephone Telephone transactions are extremely convenient, but not
Transactions without risk. To try to keep
your telephone transactions as safe, secure, and risk-free
as possible, we have developed certain safeguards and
procedures for determining the identity of callers and
authenticity of instructions. We will not be responsible
for any loss, liability, cost, or expense for following
telephone or wire instructions we reasonably believe to be
genuine. If your intermediary chooses to make telephone
transactions, you and your intermediary will generally
bear the risk of any loss. Your intermediary may not close
your account by telephone.

57
<PAGE>

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

Distributions

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

Dividends and Distributions ____________________________________________________
The Funds distribute their net investment income as
follows:
Declared and distributed monthly
.Stock Funds
Balanced Fund
Bond Funds

.International Funds
Declared and distributed at
least annually

.Money Market Funds
Declared daily and distributed
monthly

The Funds distribute capital
gains if any, at least annually.
If you own Fund shares on a
Fund's record date, you will be
entitled to receive the
distribution. If a Fund does not
have income or capital gains
available to distribute, as
determined under tax laws, you
will not receive a distribution.
You will receive dividends
and distributions in the form of
additional shares unless you
have elected to receive payment in cash. To elect cash
payment, you must notify us in writing prior to the date of
distribution. Your election will become effective for
dividends paid after we receive your written notice. To
cancel your election, simply send us written notice.

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

Taxes

Distributions you
receive from a Fund
may be taxable
whether or not you
reinvest them.

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

Tax Information _______________________________________________________________
The following is a summary of some important tax issues
that affect the Funds and their shareholders. The summary
is based on current tax laws, which may be changed by
legislative, judicial or administrative action. We have
not tried to present a detailed explanation of the tax
treatment of the Funds or their shareholders. More
information about taxes is in our Statement of Additional
Information. We urge you to consult your tax advisor
regarding specific questions about federal, state and
local income taxes.
Tax Status of
Distributions Each Fund will distribute
substantially all of its income
and capital gains, if any. The
dividends and distributions you
receive may be subject to
federal, state and local
taxation, depending on your tax
situation. You may be taxed on
each sale of Fund shares.
The Tax-Exempt Fixed
Income and Tax-Exempt Money
Market Funds intend to
distribute federally tax-
exempt income. This income
may be subject to state and
local taxes. Each Fund,
however, may invest a
portion of its assets in
securities that generate
taxable income for federal
or state income taxes. Any
capital gains distributed
by these Funds may be
taxable.
More information about taxes
is in the Statement of Additional
Information.

58
<PAGE>

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

Investment
Advisor

The Funds' Advi-
sor manages
investment activ-
ities and is re-
sponsible for the
performance
of the Funds. The
Advisor conducts
research, exe-
cutes Fund strat-
egies based on an
assessment of
economic and mar-
ket conditions,
and determines
which portfolio
securities to
buy, hold or
sell.
.......................
.
................................................................................
................................................................................
InvestmentAdvisor ____________________________________________________________
The Advisor makes investment
decisions for the assets of the
Funds and continuously reviews,
supervises, and administers each
Fund's investment program. The
Trustees of the Funds supervise
the Advisor and establish
policies that the Advisor must
follow in its day-to-day
management activities.
ABN AMRO Asset Management
(USA) Inc. (the Advisor), 208
South LaSalle Street Chicago, IL
60604, was organized in March
1991 under the
laws of the State of Delaware.
The Advisor
manages assets for individuals,
corporations,
unions, governments, insurance
companies, and
charitable organizations. As of December 31, 1998, the
Advisor managed approximately $7.4 billion in assets.
For the fiscal year ended December 31, 1998, the Funds
paid the following advisory fees: .80% for the Value Fund,
.80% for the Growth Fund, .80% for the Small Cap Growth
Fund, 1.00% for the International Equity Fund, 1.00% for
the Asian Tigers Fund, 1.00% for the Latin America Equity
Fund, .70% for the Real Estate Fund, .70% for the Balanced
Fund, .50% for the Fixed Income Fund, .50% for the
Intermediate Government Fixed Income Fund, .50% for the
Tax-Exempt Fixed Income Fund, .80% for the International
Fixed Income Fund, .20% for the Treasury Money Market
Fund, .20% for the Government Money Market Fund, .20% for
the Money Market Fund and .20% for the Tax-Exempt Money
Market Fund.
As of December 31, 1998, the TransEurope and Limited
Volatility Fixed Income Funds had not yet commenced
operations. The Advisor is entitled to receive .80% from
the Small Cap Value Fund, which, as of December 31, 1998,
had not been in operation for a full fiscal year.
The Advisor may use its affiliates as brokers for the
Funds' portfolio transactions. The affiliates may receive
compensation from the Funds for their brokerage services.
The Advisor is an indirect, wholly-owned subsidiary of
ABN AMRO Bank, N.V. The Advisor may, from time to time and
at its own expense, provide promotional incentives, in the
form of cash or other compensation, to certain financial
institutions whose representatives have sold or are
expected to sell significant amounts of the Funds' shares.
Some of these financial institutions may be affiliated
with the Advisor.
Jac A. Cerney, C.F.A., Senior Vice President of the
Advisor, has served as portfolio manager for the Value
Fund and the equity portion of the Balanced Fund since
their inception. Mr. Cerney has been associated with the
Advisor and its predecessor since April, 1990 as a
portfolio manager. Prior to joining the Advisor's
predecessor firm in 1990, Mr. Cerney was the equity
portfolio manager for Commonwealth Edison's internally
managed pension fund. Mr. Cerney earned a B.A. in
Chemistry from Oberlin College, an M.S. in Chemistry from
the University of Chicago and an M.B.A. in Finance from
the University of Chicago. He is a member of the
Investment Analysts Society of Chicago.

59
<PAGE>

.
A. Keith Dibble, C.F.A., Senior Vice President of the
Advisor, has served as portfolio manager for the Growth
Fund since its inception. Mr. Dibble has been associated
with the Advisor and its predecessor since 1987 as a
portfolio manager. Mr. Dibble received two B.S. degrees
in Engineering from Washington State University and an
M.B.A. in Finance from Northwestern University. Mr.
Dibble is a member of the Institute of Chartered
Financial Analysts, a past president of the Milwaukee
Investment Analysts Society and a member of various other
professional organizations.
Nancy Holland, C.P.A., Senior Vice President of the
Advisor, has served as portfolio manager of the Real
Estate Fund since its inception. Ms. Holland has been
associated with the Advisor and its predecessor since
January, 1997 as a portfolio manager. Prior to joining
the Advisor, Ms. Holland served as a real estate analyst
with Edward Jones from January, 1995 to December, 1996,
and served as a senior financial analyst and development
accounting manager with CenterMark Properties from
November, 1988 to January, 1995. Ms. Holland graduated
from Saint Louis University with a B.S. in Accounting.
Mary E. Ras, Vice President of the Advisor, has served
as co-manager of the Small Cap Growth Fund since
September, 1998. She is responsible for equity research
and equity trading. Ms. Ras has been associated with the
Advisor and its predecessor since 1983 as a tax shelter
analyst. Prior to joining the Asset Management Group, Ms.
Ras worked in debt finance and tax-advantaged
investments. Ms. Ras holds an M.B.A. degree from the
University of Chicago and a B.S. degree from Northeastern
Illinois University.
Kenneth A. Tyszko, C.F.A, C.P.A, Vice President of the
Advisor, has served as co-manager of the Small Cap Growth
Fund since September, 1998. Mr. Tyszko has been
associated with the Advisor or its affiliates since 1996
as an investment manager. Previously, he managed a $250
million portfolio of publicly traded small and mid-size
capitalization growth stocks for Sears Investment
Management Co., which he joined in 1984. Mr. Tyszko
earned his B.S. in Accounting from the University of
Illinois. Mr. Tyszko is a member of the Illinois CPA
Society, the Investment Analysts Society of Chicago, and
the Association for Investment Management and Research.
Kurt S. Moeller, Vice President of the Advisor, has
served as co-manager of the Small Cap Value Fund since
March 1, 1999. Mr. Moeller began his investment career in
1995 as a research assistant for the Indiana University
Foundation. Mr. Moeller was a fundamental equity analyst
at Grantham, Mayo, Van Otterloo & Co., LLC, a Boston
money management firm, from 1996 through 1998. Mr.
Moeller earned a B.A. in Economics and History from Rice
University in 1991 and an M.B.A. in Finance from Indiana
University in 1996.
Edwin M. Bruere, C.F.A., Senior Vice President of the
Advisor has served as lead portfolio manager of the Small
Cap Value Fund since June 30, 1998. Mr. Bruere has been
associated with the Advisor and its predecessors since
1988. He was involved initially with client services and
then later as a member of a portfolio management
committee and as a portfolio manager. Previously, Mr.
Bruere spent two years as Managing Director of an
investment management firm. Before this, he spent six
years at Continental Bank (Bank of America) as a Senior
Director. He spent 1995 and 1996 in London working in the
Merchant Bank on securities origination and distribution.
Mr. Bruere graduated from Iowa State University with a
B.S. in business and received his M.B.A. from Indiana
University. He is a member of the Association for
Investment

60
<PAGE>

.
Management and Research and the Investment Analysts
Society of Chicago. He is a Director of the Indiana
University Reese Foundation.
Richard Butler, Senior Vice President of the Advisor
has served as co-manager of the Growth Fund since June
1998. Mr. Butler is also responsible for equity research.
Mr. Butler joined the Advisor's predecessor firm in 1983
as a trader and then a portfolio manager, and is the
Advisor's senior equity trader. Mr. Butler graduated from
Williams College with a B.A. in International Relations
and received his M.B.A. from the University of Chicago.
Mark W. Karstrom, Senior Vice President of the Advisor,
has served as portfolio manager for the Limited Volatility
Fixed Income Fund since September, 1996 and served as
portfolio manager for the Intermediate Government Fixed
Income Fund from September, 1996 to January, 1999. Mr.
Karstrom joined the Advisor in August, 1996 as a portfolio
manager. He served as Vice President, Portfolio Manager
with Norwest Investment Management and Trust and a
predecessor firm from May, 1985 to July, 1996 where he
managed portfolios comprised of government, corporate, and
mortgage-backed securities. My. Karstrom received his B.A.
in Economics from the University of Denver.
Gregory D. Boal, C.F.A., Senior Vice President of the
Advisor, has served as portfolio manager of the fixed
income portion of the Balanced Fund from April, 1997 to
January, 1999 and as portfolio manager of the Fixed Income
Fund from June, 1998 to January, 1999. Mr. Boal joined the
Advisor in March, 1997 as a portfolio manager. He served
as Manager, Fixed Income Division of First Citizens Bank
Capital Management, a division of First Citizens Bank,
Raleigh, N.C. from November, 1989 to March, 1997. Prior to
that, Mr. Boal was the senior investment officer at
Wyoming National Bank and Trust in Casper, Wyoming. Mr.
Boal graduated from the University of Wyoming in 1981 with
a Bachelor of Science degree in Broadcasting. He received
a Master of Science degree in Finance from the same
institution in 1985. Mr. Boal is a member of the
Association of Investment Management and Research and the
Investment Analyst Society of Chicago.
Todd J. Youngberg, C.F.A., Senior Vice President of the
Advisor, has served as portfolio manager of the Balanced
Fund since November, 1998, and as portfolio manager of the
Fixed Income Fund from November 1998 to January 1999. Mr.
Youngberg joined the Advisor in November, 1998 as a
portfolio manager. Prior to joining the Advisor, Mr.
Youngberg served as Vice President and portfolio manager
for Amerus Life Holdings Inc. in Des Moines Iowa from 1992
to November, 1998. He was responsible for managing high
yield portfolios. Prior to joining Amerus Life, Mr.
Youngberg worked as a securities analyst for Central Life
Assurance/American Mutual Life Insurance Company. Mr.
Youngberg received a B.A. in economics from Central
College in Pella, Iowa and his M.B.A. in Finance from
Drake University. He is a member of the Association of
Investment Management and Research.
Messrs. Karstrom, Boal and Youngberg, members of the
Fixed Income Portfolio Management Team, have been jointly
and primarily responsible for the day-to-day management of
the Fixed Income Fund and the fixed income portion of the
Balanced Fund since January, 1999.
Phillip P. Mierzwa, Vice President of the Advisor, has
served as portfolio manager of the Tax-Exempt Fixed Income
Fund and Tax-Exempt Money Market Fund since April, 1997.
He has been associated with the Advisor or its affiliates
since

61
<PAGE>

.
February, 1990 as a portfolio manager and a trader. Mr.
Mierzwa has a B.A. and M.B.A. degree in Finance from
Governors State University.
Karen Van Cleave, Senior Vice President of the
Advisor, has served as portfolio manager of the Money
Market Fund, Treasury Money Market Fund and Government
Money Market Fund since January, 1994. Ms. Van Cleave
joined the Advisor in January, 1994 as a portfolio
manager. Prior to 1994, Ms. Van Cleave was a Vice
President/Portfolio Manager at Chemical Investment Group,
Ltd. for three years. Prior to that, she worked at
Shearson Lehman Hutton (and its predecessors) for seven
years in their money market fund complex. Ms. Van Cleave
earned her B.S. in Business Administration from Boston
University.
Messrs. Postma, Ploeger, Bettink, Leo, Maas,
Moolenburgh and Neihoff, and Mrs. Pals-de Groot, members
of the International Equity team, have been jointly and
primarily responsible for the day-to-day management of
the International Equity Fund since April, 1999.
Wiepke Postma served as portfolio manager for the
International Equity Fund from March, 1997 to April,
1999. Mr. Postma started his banking career as an analyst
at former ABN AMRO Bank's Investment Research Department.
Later, he became a strategist. From 1976 to 1984, he
worked in the Equity and Loan Department of a leading
Dutch insurance company, where he was appointed head of
the department in 1982. In 1984, he joined former ABN
AMRO Bank's Asset Management Department and was appointed
Vice President in the same year. In 1993, he became Head
of the Global Equity Group being responsible for Global
Equity, European Equity, Dutch Equity and Business
research. Mr. Postma holds a Master's degree in
Economics.
Willem Ploeger has been associated with the Advisor
and/or its affiliates since 1980. Initially, he served in
the Investment Research Department and later in the Asset
Management Department as senior account manager. Mr.
Ploeger holds a Master's degree in Business
Administration from the University of Rotterdam.
Jaap Bettink has been associated with the Advisor
and/or its affiliates since 1978. From 1978 to 1985, he
was a credit manager at a local branch of ABN AMRO Bank.
He has been managing institutional portfolios since 1985,
and has been a portfolio manager since 1994. Mr. Bettink
started his career as a portfolio manager of private
accounts in 1972. He holds a degree in Economics.
Loes Pals-de Groot has been associated with the
Advisor and/or its affiliates since 1971 in various
investment management positions. Mrs. Pals-de Groot holds
a degree in Business Economics from the Instituut voor
Sociale Wetenschappen.
Luigi Leo has been associated with the Advisor and/or
its affiliates since 1991 as a portfolio manager. Mr. Leo
holds a Master's degree in Business Administration from
the Instituto de Estudios Superiores de la Empresa (IESE)
in Barcelona, Spain.
Theo Maas has been associated with the Advisor and/or
its affiliates since 1994 as a portfolio manager.
Previously, Mr. Maas worked with a financial consultant,
specializing in treasury management consultancy. He holds
a Master's degree in Financial Economics from the
University of Groningen.
Edward Moolenburgh has been associated with the
Advisor and/or its affiliates since 1993. Initially, he
served as Secretary to the Advisor's Regional Investment
Committee North America and Far East, and later as a
portfolio manager. Mr. Moolenburgh holds a Master's
degree from the Economics Faculty of the Erasmus

62
<PAGE>

.
University in Rotterdam and is a Register Beleggings
Analyst, which is comparable to a Certified European
Financial Analyst.
Edward Neihoff has been associated with the Advisor
and/or its affiliates since 1993, initially as an
investment analyst. After three years, Mr. Neihoff assumed
the responsibility for implementing a new asset management
system and then, during 1998, returned to the position of
portfolio manager. He holds a Master's degree in Technical
Management Studies and is a Certified European Financial
Analyst.
Alex Ng has served as portfolio manager for the Asian
Tigers Fund since July, 1995. Mr. Ng has been associated
with the Advisor and/or its affiliates since 1988 as a
portfolio manager. Mr. Ng also serves as the Far East
Director of Asset Management for a Hong Kong-based
affiliate of the Advisor. Mr. Ng joined ABN AMRO's
Investment Banking Representative Office in Singapore in
January 1988 before being transferred to the Securities
subsidiary in Hong Kong. Previously, Mr. Ng worked as a
financial analyst in Malaysia. Mr. Ng holds a degree in
Economics from the University of California in Los
Angeles.
Felix Lanters, portfolio manager for the TransEurope
Fund, has been associated with the Advisor and/or its
affiliates since 1987 as a portfolio manager.
Wouter Weijand has served as portfolio manager of the
International Fixed Income Fund since September, 1997. Mr.
Weijand has worked as a portfolio manager with the Advisor
and/or its affiliates since 1984.
Luiz M. Ribeiro, Jr., C.F.A., served as the portfolio
manager of the Latin America Equity Fund from November,
1997 to April, 1999. Currently, he serves as co-manager of
the Fund. Mr. Ribeiro has worked as an investment analyst
with the Advisor and/or its affiliates since 1994. From
March, 1990 to June, 1993, he served with the trading desk
of Dibran DTVM Ltd. Mr. Ribeiro obtained a Business Degree
at the University of Sao Paulo in 1990. In 1993, he
concluded an M.B.A. offered by IBMEC (Brazilian Institute
of Capital Markets) in Sao Paulo.
Roberto Lampl has served as co-manager of the Latin
American Equity Fund since April, 1999. Mr. Lampl has been
associated with the Advisor and/or its affiliates since
1993 as corporate finance advisor (Latin America) in the
Investment Banking Division. He obtained a Bachelor's
degree in Economics from Boston University in 1990. In
1993, he completed an M.B.A. at Boston Graduate School of
Business in Wellesley, Massachusetts.
Distribution Plan ______________________________________________________________
Each Fund has adopted a distribution plan under Rule 12b-1
of the Investment Company Act of 1940 that allows the Fund
to pay distribution and service fees for the sale and
distribution of its shares, and for services provided to
shareholders. Because these fees are paid out of a Fund's
assets continuously, over time, these fees will increase
the cost of your investment and may cost you more than
paying other types of sales charges. The maximum
distribution fee is .25% of the average daily net assets
of each Fund. Affiliates of the Advisor may receive
distribution fees.

63
<PAGE>

.
Financial Highlights ___________________________________________________________
The tables that follow present performance information
about Investor Shares of each
Fund. This information is intended to help you understand
each Fund's financial performance for the past five
years, or, if shorter, the period of the Fund's
operations. Some of this information reflects financial
information for a single Fund share. The total returns in
the tables represent the rate that you would have earned
(or lost) on an investment in a Fund, assuming you
reinvested all of your dividends and distributions. As of
December 31, 1998, the Investor Shares of the
TransEurope, Latin America Equity and Limited Volatility
Fixed Income Funds had not commenced operations.
This information has been audited by Ernst & Young
LLP, the Funds' independent auditors. Their report, along
with each Fund's financial statements and related notes,
appears in the annual report that accompanies the
Statement of Additional Information. You can obtain the
Funds' annual report, which contains more performance
information, at no charge by calling 1-800-443-4725.

For a Share Outstanding for the Years Ended December 31,

<TABLE>
<CAPTION>
Ratio of
Ratio of Net
Net Investment
Net Ratio of Investment Ratio of Income
Net Realized Distri- Asset Net Expenses Income Expenses to
Asset Net and Dividends butions Value Assets to to to Average Average
Value Invest- Unrealized from Net from End End of Average Average Net Assets Net Assets
Beginning ment Gains on Investment Capital of Total Period Net Net (Excluding (Excluding
of Period Income Securities Income Gains Period Return (000) Assets Assets Waivers) Waivers)
- ----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------
Treasury Money Market Fund
- -----------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investor Share Class
1998 $1.00 $0.05 $0.00 $(0.05) $0.00 $1.00 4.64% $ 17,625 0.62% 4.54% 1.09% 4.08%
1997 1.00 0.05 0.00 (0.05) 0.00 1.00 4.70 6,722 0.58 4.60 0.88 4.30
1996 1.00 0.04 0.00 (0.04) 0.00 1.00 4.54 10,910 0.69 4.45 0.84 4.30
1995 1.00 0.05 0.00 (0.05) 0.00 1.00 5.02 7,931 0.69 4.89 0.84 4.74
1994 1.00 0.03 0.00 (0.03) 0.00 1.00 3.32 3,231 0.70 3.52 0.86 3.36
- ----------------------------------------------------
Government Money Market Fund
- ----------------------------------------------------
Investor Share Class
1998 $1.00 $0.05 $0.00 $(0.05) $0.00 $1.00 4.91% $ 89,497 0.67% 4.80% 0.92% 4.54%
1997 1.00 0.05 0.00 (0.05) 0.00 1.00 5.05 8,932 0.59 4.95 0.72 4.82
1996 1.00 0.05 0.00 (0.05) 0.00 1.00 4.82 5,093 0.69 4.71 0.69 4.71
1995 1.00 0.05 0.00 (0.05) 0.00 1.00 5.33 3,002 0.67 5.18 0.67 5.18
1994 1.00 0.04 0.00 (0.04) 0.00 1.00 3.63 2,739 0.67 3.62 0.67 3.62
- --------------------------------
Money Market Fund
- --------------------------------

Investor Share Class
1998 $1.00 $0.05 $0.00 $(0.05) $0.00 $1.00 4.97% $219,576 0.69% 4.85% 1.06% 4.48%
1997 1.00 0.05 0.00 (0.05) 0.00 1.00 5.12 1,282 0.59 5.00 0.85 4.74
1996 1.00 0.05 0.00 (0.05) 0.00 1.00 4.87 1,466 0.68 4.77 0.83 4.62
1995 1.00 0.05 0.00 (0.05) 0.00 1.00 5.38 1,358 0.66 5.22 0.81 5.07
1994 1.00 0.04 0.00 (0.04) 0.00 1.00 3.71 605 0.66 4.13 0.81 3.98
- ----------------------------------------------------
Tax-Exempt Money Market Fund
- ----------------------------------------------------

Investor Share Class
1998 $1.00 $0.03 $0.00 $(0.03) $0.00 $1.00 2.96% $ 67,480 0.60% 2.92% 1.06% 2.45%
1997 1.00 0.03 0.00 (0.03) 0.00 1.00 3.10 2,978 0.58 3.07 0.89 2.76
1996 1.00 0.03 0.00 (0.03) 0.00 1.00 2.88 2,807 0.65 2.85 0.81 2.69
1995 1.00 0.03 0.00 (0.03) 0.00 1.00 3.24 3,244 0.66 3.19 0.81 3.04
1994 1.00 0.02 0.00 (0.02) 0.00 1.00 2.24 4,204 0.68 2.31 0.84 2.15
</TABLE>

64
<PAGE>

.
Financial Highlights (Continued) _______________________________________________

For a Share Outstanding for the Years Ended December 31,

<TABLE>
<CAPTION>
Ratio of
Ratio of Net
Net Investment
Net Ratio of Investment Ratio of Income
Net Distri- Asset Net Expenses Income Expenses to
Asset Net Realized and Dividends butions Value Assets to to to Average Average
Value Invest- Unrealized from Net from End End of Average Average Net Assets Net Assets
Beginning ment Gains (Losses) Investment Capital of Total Period Net Net (Excluding (Excluding
of Period Income on Securities Income Gains Period Return (000) Assets Assets Waivers) Waivers)
- --------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Portfolio
Turnover
Rate
- --------------------------------------------------------------------------------------------------------------------------
- -----------------------------
- -----------------------------
Fixed Income Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investor Share Class
1998 $10.38 $0.53 $ 0.17 $(0.54) $(0.13) $10.41 6.81% $ 436 1.18% 4.97% 1.32% 4.82%
1997 10.09 0.59 0.29 (0.58) (0.01) 10.38 8.92 428 0.96 5.71 1.12 5.55
1996 10.35 0.57 (0.26) (0.57) 0.00 10.09 3.24 459 0.98 5.65 1.08 5.55
1995 9.32 0.55 1.04 (0.56) 0.00 10.35 17.40 646 0.99 5.72 1.09 5.62
1994 10.24 0.50 (0.90) (0.52) 0.00 9.32 (3.97) 442 0.98 5.38 1.08 5.28
<S> <C>
Investor Share Class
1998 157%
1997 233
1996 194
1995 59
1994 126
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Intermediate Government Fixed Income Fund
Investor Share Class
1998 $10.04 $0.47 $ 0.27 $(0.47) $ 0.00 $10.31 7.56% $ 63 1.26% 4.59% 1.40% 4.45%
1997 9.85 0.57 0.16 (0.54) 0.00 10.04 7.66 104 0.96 5.44 1.10 5.30
1996 10.05 0.49 (0.18) (0.51) 0.00 9.85 3.30 251 0.99 4.87 1.09 4.77
1995 9.32 0.49 0.76 (0.52) 0.00 10.05 13.59 2,946 0.98 5.18 1.08 5.08
1994 10.07 0.43 (0.73) (0.45) 0.00 9.32 (3.03) 1,133 1.02 5.05 1.12 4.95
Investor Share Class
1998 106%
1997 283
1996 179
1995 115
1994 124
- -------------------------------------------------
- -------------------------------------------------
- --------------------------------------------------------------------------------------------------
Tax-Exempt Fixed Income Fund
Investor Share Class
1998 $10.39 $0.42 $ 0.12 $(0.42) $ 0.00 $10.51 5.31% $ 562 1.29% 3.98% 1.43% 3.84%
1997 9.97 0.47 0.41 (0.46) 0.00 10.39 9.11 537 0.98 4.59 1.14 4.43
1996 10.18 0.43 (0.17) (0.47) 0.00 9.97 2.70 680 0.98 4.70 1.10 4.58
1995 9.24 0.43 0.97 (0.46) 0.00 10.18 15.43 1,131 1.00 4.59 1.12 4.47
1994 10.22 0.40 (0.93) (0.42) (0.03) 9.24 (5.27) 1,059 0.97 4.35 1.10 4.22
Investor Share Class
1998 41%
1997 54
1996 98
1995 129
1994 146
- --------------------------------------------------
- --------------------------------------------------
- ----------------------------------------------------------------------------------------------------
International Fixed Income Fund
Investor Share Class
1998 $ 9.60 $0.38 $ 1.05 $(0.13) $(0.10) $10.80 14.84% $ 53 1.83% 3.17% 1.87% 3.12%
1997 10.23 0.49 (1.12) 0.00 0.00 9.60 (6.16) 68 1.47 3.83 1.51 3.78
1996 10.56 0.54 (0.27) (0.60) 0.00 10.23 2.62 112 1.36 4.43 1.36 4.43
1995 9.53 0.52 1.45 (0.94) 0.00 10.56 20.68 125 1.35 5.57 1.41 5.51
1994 10.42 0.46 (0.64) (0.53) (0.18) 9.53 (1.71) 87 1.41 5.03 7.54 (1.10)
Investor Share Class
1998 79%
1997 52
1996 85
1995 105
1994 138
- ----------------------
- ----------------------
- --------------------------------------------
Balanced Fund
Investor Share Class
1998 $12.73 $0.21 $ 0.85 $(0.21) $(1.72) $11.86 9.72% $3,657 1.49% 1.60% 1.49% 1.60%
1997 10.98 0.30 2.06 (0.30) (0.31) 12.73 21.80 4,157 1.18 2.43 1.24 2.37
1996 10.75 0.30 1.04 (0.32) (0.79) 10.98 12.86 3,710 1.19 2.89 1.19 2.89
1995 9.53 0.34 1.67 (0.36) (0.43) 10.75 21.52 3,949 1.22 3.36 1.22 3.36
1994 10.03 0.27 (0.49) (0.27) (0.01) 9.53 (2.29) 2,894 1.24 2.86 1.34 2.76
Investor Share Class
1998 84%
1997 111
1996 104
1995 85
1994 85
- -----------------
- -----------------
- ----------------------------------
Value Fund
Investor Share Class
1998 $16.54 $0.12 $ 0.82 $(0.12) $(5.04) $12.32 4.66% $1,624 1.50% 0.78% 1.50% 0.78%
1997 13.26 0.20 3.76 (0.20) (0.48) 16.54 30.20 1,965 1.26 1.32 1.32 1.26
1996 12.28 0.25 2.18 (0.25) (1.20) 13.26 20.09 1,672 1.28 1.94 1.28 1.94
1995 9.80 0.32 2.74 (0.32) (0.26) 12.28 31.72 1,497 1.33 2.79 1.33 2.79
1994 10.30 0.31 (0.33) (0.31) (0.17) 9.80 (0.21) 731 1.37 3.13 1.37 3.13
Investor Share Class
1998 55%
1997 79
1996 58
1995 37
1994 38
</TABLE>

65
<PAGE>

.
Financial Highlights (Continued) ______________________________________________

For a Share Outstanding for the Years Ended December 31,

<TABLE>
<CAPTION>
Ratio of
Net
Net Ratio of Investment Ratio of
Net Realized Distri- Asset Net Expenses Income Expenses
Asset Net and Dividends butions Value Assets to to to Average
Value Invest- Unrealized from Net from Contributions End End of Average Average Net Assets
Beginning ment Gains on Investment Capital (Return of of Total Period Net Net (Excluding
of Period Income Securities Income Gains Capital) Period Return (000) Assets Assets Waivers)
- ----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Ratio of
Net
Investment
Income
to
Average
Net Assets Portfolio
(Excluding Turnover
Waivers) Rate
- ----------------------------------------------------------------------------------------------------------------------------
- --------------------
- --------------------
- ----------------------------------------
Growth Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investor Share Class
1998 $14.60 $(0.07) $ 4.18 $ 0.00 $(1.65) $0.00 $17.06 29.52% $3,533 1.52% (0.45)% 1.52%
1997 13.09 0.08 2.97 (0.08) (1.46) 0.00 14.60 23.65 3,485 1.27 0.54 1.33
1996 11.62 0.14 2.33 (0.14) (0.86) 0.00 13.09 21.41 3,031 1.27 1.11 1.27
1995 9.74 0.12 2.89 (0.13) (1.00) 0.00 11.62 31.29 2,681 1.31 1.10 1.31
1994 10.23 0.13 (0.37) (0.13) (0.12) 0.00 9.74 (2.42) 1,530 1.33 1.30 1.33
- -----------------------------------------
<S> <C> <C>
Investor Share Class
1998 (0.45)% 65%
1997 0.48 62
1996 1.11 58
1995 1.10 71
1994 1.30 68
- -----------------------------------------
International Equity Fund
- -----------------------------------------
- -----------------------------------------
Investor Share Class
1998 $15.34 $(0.08) $ 3.86 $(0.03) $(0.18) $0.00 $18.91 24.87% $1,015 1.83% (0.43)% 1.83%
1997 15.79 0.01 0.66 (0.03) (1.09) 0.00 15.34 4.28 1,245 1.60 (0.05) 1.65
1996 14.52 0.04 1.35 0.00 (0.15) 0.03 15.79 9.85(A) 1,608 1.61 0.20 1.61
1995 12.96 0.05 1.73 (0.02) (0.20) 0.00 14.52 13.79 1,686 1.68 0.42 1.68
1994 12.58 0.02 0.37 0.00 (0.01) 0.00 12.96 3.08 1,179 1.73 0.03 2.22
Investor Share Class
1998 (0.43)% 31%
1997 (0.10) 17
1996 0.20 9
1995 0.42 11
1994 (0.46) 6
- --------------------------------------
- --------------------------------------
- ----------------------------------------------------------------------------
Small Cap Growth Fund
Investor Share Class
1998 $13.29 $(0.10) $(0.92) $ 0.00 $(0.23) $0.00* $12.04 (7.25)% $ 874 1.63% (1.30)% 1.63%
1997 13.00 (0.13) 2.05 0.00 (1.63) 0.00 13.29 15.45 552 1.29 (0.97) 1.35
1996 12.46 (0.07) 2.39 0.00 (1.78) 0.00 13.00 19.18 579 1.30 (0.52) 1.30
1995 9.58 (0.01) 3.05 0.00 (0.16) 0.00 12.46 31.73 553 1.39 (0.08) 1.39
1994 10.25 0.00 (0.67) 0.00 0.00 0.00 9.58 (6.54) 294 1.38 0.02 1.38
Investor Share Class
1998 (1.30)% 151%
1997 (1.03) 170
1996 (0.52) 158
1995 (0.08) 142
1994 0.02 43
</TABLE>
*Per share was less than $0.005.
(A) The total return for the period ended December 31, 1996 includes the
effect of a capital contribution from an affiliate of the Advisor. Without
the capital contribution, the total return for the Investor Class would
have been 9.64%.

66
<PAGE>

.
Financial Highlights (Continued) ______________________________________________

For a Share Outstanding for the Years Ended December 31,
- --------------------------------------------------------
<TABLE>
<CAPTION>
Ratio of
Net
Net Ratio of Investment Ratio of
Net Net Realized Distri- Asset Net Expenses Income Expenses
Asset Invest- and Dividends butions Value Assets to (Loss) to to Average
Value ment Unrealized from Net from Contribution End End of Average Average Net Assets
Beginning Income Gains on Investment Capital (Return) of of Total Period Net Net (Excluding
of Period (Loss) Securities Income Gains Capital Period Return (000) Assets Assets Waivers)
- ------------------------------------------------------------------------------------------------------------------------------
- ----------------
Real Estate Fund
================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investor Share Class
1998(1) $10.00 $ 0.08 $ 0.66 $(0.11) $ 0.00 $0.00+ $10.63 7.35% $ 21 1.91% 4.18% 2.28%
- -----------------
Asian Tigers Fund
=================
Investor Share Class
1998 $ 7.57 $ 0.04 $(0.94) $ 0.00 $ 0.00 $0.00 $ 6.67 (11.89)% $178 2.11% 0.47% 2.11%
1997 11.89 0.05 (4.36) 0.00 (0.01) 0.00 7.57 (36.25) 334 1.85 0.30 1.89
1996 10.44 (0.02) 1.48 (0.01) (0.02) 0.02 11.89 14.21(B) 840 1.79 (0.15) 1.79
1995 9.47 0.11 0.95 (0.09) 0.00 0.00 10.44 11.18 733 1.81 1.05 1.88
1994(2) 10.00 0.01 (0.53) 0.00 (0.01) 0.00 9.47 (5.37) 705 1.90 0.15 2.75**
- --------------------
Small Cap Value Fund
====================
Investor Share Class
1998(3) $10.00 $(0.01) $(1.44) $(0.01) $ 0.00 $0.00+ $ 8.54 (14.53)% $324 2.03% (0.30)% 2.11%
=============================================================================================================================
</TABLE>

Ratio of
Net
Investment
Income
to
Average
Net Assets Portfolio
(Excluding Turnover
Waivers) Rate
- -------------------------------
- ----------------
Real Estate Fund
================
<S> <C> <C>
Investor Share Class
1998(1) 3.81% 13%*
- -----------------
Asian Tigers Fund
=================
Investor Share Class
1998 0.47% 57%
1997 0.26 42
1996 (0.15) 24
1995 0.98 28
1994(2) (0.70)** 13*
- --------------------
Small Cap Value Fund
====================
Investor Share Class
1998(3) (0.38)% 54%*
Real Estate Fund
</TABLE>

+Per share was less than $0.005.
1. Commenced operations on October 8, 1998. All ratios except the total return
for the period have been annualized.
2. Commenced operations on January 12, 1994. All ratios and the total return
for the period have been annualized.
3. Commenced operations on June 30, 1998. All ratios except the total return
for the period have been annualized.
*Not Annualized
**Ratios are high relative to subsequent years as a result of the low initial
asset levels during the Investor Share Class' initial year of operations.
(B)The total return for the period ended December 31, 1996 includes the effect
of a capital contribution from an affiliate of the Advisor. Without the
capital contribution, the total return for the Investor Class would have
been 14.02%.

67
<PAGE>

More Information about the Funds is available without charge through the
following:

Annual and These reports list the Funds' holdings and contain
Semi-Annual information from the Funds' portfolio managers about Fund
Reports strategies and recent market conditions and trends.

By Telephone: Call 1-800-443-4725

By Mail: Write to the Funds c/o
ABN AMRO Funds

P.O. Box 60549

King of Prussia, PA 19406-0549

On the World Wide
Web: www.abnamrofunds-usa.com

From the SEC:
You can also obtain the Statement of Additional
Information, annual and semi-annual reports and other
information about the Funds from the SEC's website
(http://www.sec.gov). You may review and copy documents
at the SEC Public Reference Room in Washington, D.C. (for
information, call 1-800-SEC-0330). You may request
documents by mail from the SEC, upon payment of a
duplicating fee by writing to: Securities and Exchange
Commission, Public Reference Room, Washington, D.C.
20549-6009. The ABN AMRO Fund's Investment Company Act
registration number is 811-07244.

Investment Advisor: Distributor:

ABN AMRO Asset Management (USA) Inc. First Data Distributors, Inc.

4400 Computer Drive

208 South LaSalle Street Westborough, MA 01581

4th Floor

Chicago, IL 60604-1003

For more information, please call 1-800-443-4725.