ABN AMRO FUNDS, 485APOS, 1999-10-12

ABN AMRO FUNDS
485APOS, 1999-10-12

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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x]
Pre-Effective Amendment No. [_]
Post-Effective Amendment No. 19 [x]

REGISTRATION STATEMENT UNDER THE [x]
INVESTMENT COMPANY ACT OF 1940
Amendment No. 20 [x]

ABN AMRO FUNDS (Exact Name of Registrant as Specified in Charter)

c/o First Data Investor Services Group, Inc. Boston, Massachusetts 02110
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (617) 535-0300

Name and Address of Agent for Service: Copies to:
Mary Moran Zeven, Esq. John H. Grady, Esq. and
First Data Investor Services Group, Inc. Richard W. Grant, Esq.
101 Federal Street Morgan, Lewis & Bockius LLP
Boston, Massachusetts 02110 1701 Market Street
Philadelphia, Pennsylvania 19103

It is proposed that this filing will become effective (check appropriate box)

[__] immediately upon filing pursuant to paragraph (b) of Rule 485
[__] on [_______] pursuant to paragraph (b)
[__] 60 days after filing pursuant to
paragraph (a)(1)
[__] on [date] pursuant to paragraph (a)(2)
[ x ] 75 days after filing pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

[__] this post-effective amendment designates a new effective date for
previously filed post-effective amendment.

The Registrant will file its Rule 24f-2 Notice for its fiscal year end December
31, 1999 on or before the required date.

<PAGE>

[logo]ABN AMRO

Institutional Prime Money Market Fund(US)

Institutional Treasury Money Market Fund(US)

Institutional Government Money Market Fund(US)

PROSPECTUS December __, 1999

Institutional Shares

As with all mutual funds, the Securities and Exchange Commission (SEC) has not
approved or disapproved of these securities or passed upon the adequacy of
this prospectus. Any representation to the contrary is a criminal offense.

<PAGE>

Page 16

The Funds
CONTENTS
<TABLE>
<CAPTION>
<S> <C> <C>

The Funds Introduction

This prospectus describes three separate money market mutual
Page funds designed for institutional investors: Institutional
Prime Money Market Fund (US), Institutional Treasury Money
Introduction 1 Market Fund (US), and Institutional Government Money Market
Fund (US). As mutual funds, the funds are professionally
managed, pooled investments that give investors the
Institutional Prime Money 2 opportunity to participate in financial markets. The
Market portfolio, management, operations and performance results of
Fund(US) the funds are unrelated to each other.

Institutional Treasury Money 4 An investment in a fund is not insured or guaranteed by the
Market Federal Deposit Insurance Corporation or any other government
Fund(US) agency. Although each fund seeks to preserve the value of
your investment at $1.00 per share, there is no guarantee
Institutional Government that it will do so and it is possible to lose money by
Money Market Fund(US) 6 investing in a fund. No fund should be relied on as a
complete investment program.

Management 8 Money market funds are subject to specific maturity, quality
and diversification requirements that are designed to help
the funds to maintain a stable net asset value.
Account Information Specifically, money market funds may not:

Transaction 9 have a dollar-weighted average portfolio maturity over
Policies 90 days;
buy securities with remaining maturities of over 397
Distribution and 11 days (except for certain variable and floating rate
Taxes instruments and securities collateralizing repurchase
agreements); and
Investor 11 invest in non-U.S. dollar denominated securities.
Services

Instructions for Account 12

Transactions

</TABLE>

For More Information

More information on each fund can be found in
the fund's current Statement of Additional
Information. See back cover.

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.

<PAGE>

Institutional Prime Money Market Fund(US)
<TABLE>
<CAPTION>
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GOAL MAIN RISKS

The fund seeks to provide as high a level of The fund may not be able to maintain a net asset
current income as is consistent with the value of $1.00 at all times.
preservation of capital and liquidity. As market and interest rates change and as the
proceeds of short term securities in the fund's
STRATEGY portfolio become available and are reinvested in
securities with different interest rates, the fund's
The fund invests substantially all of its yield will fluctuate. A sharp rise in interest rates
assets in high quality money market could cause the fund's share price to drop.
instruments issued by corporations, banks An issuer may become unable to make timely payments
and the U.S. government or its agencies or of principal or interest.
instrumentalities, as well as repurchase The credit ratings of issuers could change and
agreements involving these instruments. The affect the fund's share price.
fund may also invest in dollar-denominated The fund may be unable to sell the securities
securities of foreign banks and foreign underlying a repurchase agreement on a timely basis
branches of domestic banks. if the other party entering into the repurchase
agreement with the fund defaults or becomes insolvent.
ABN AMRO Asset Management (USA) Inc., the Certain U.S. government agency securities are backed
advisor, structures the fund's portfolio by the right of the issuer to borrow from the U.S.
based on its outlook on interest rates, Treasury, or are supported only by the credit of the
market conditions, and liquidity needs. The issuer or instrumentality. While the U.S. government
advisor monitors the fund's investments for provides financial support to U.S.
credit quality changes and may adjust the government-sponsored agencies or instrumentalities,
average maturity of the fund in anticipation no assurance can be given that it will always do so.
of changes in short-term interest rates. The fund may invest in dollar denominated securities
Important factors include an assessment of of foreign banks that will subject it to the market and
Federal Reserve Policy and an analysis of economic risks of foreign markets, including year 2000
the yield curve. issues. Investments in foreign securities can be more
volatile than investments in U.S. securities.
Under normal circumstances, at least 95% of Diplomatic, political, or economic developments unique
the fund's assets must be invested in the to a country or region, including nationalization or
securities of issuers with the highest appropriation, could affect foreign investments.
credit rating from the "requisite" NRSROs Foreign securities markets generally have less trading
(or if unrated, the equivalent as determined volume and less liquidity than U.S. markets. Foreign
by the advisor) or U.S. government companies generally are not subject to uniform
securities. The fund may invest the accounting, auditing and financial reporting standards
remainder of its assets in securities with comparable to those that apply to domestic U.S.
the second-highest credit rating. The companies. Transaction costs and custodial expenses
highest credit rating indicates that an may be somewhat greater than typical expenses for
issuer has a very strong degree of certainty similar U.S. securities. Some foreign governments levy
(or safety) of making all payments of withholding taxes against dividend and interest
principal and interest. The second-highest income. Although in some countries a portion of these
credit rating indicates that an issuer has a taxes is recoverable, the non-recovered portion will
strong capacity to make all payments, but a reduce the income received from the securities
somewhat lesser degree of safety. comprising the portfolio.

</TABLE>

<PAGE>

EXPENSES Example

This table describes the fees and expenses that This Example is intended to
help you compare the cost of
you may pay if you buy and hold shares of the
investing in the fund with the cost of investing in other
fund. mutual funds.

Fee table The Example assumes that you invest $10,000 in
the fund for the time periods indicated and then
redeem all of your
Annual fund operating expenses shares at the end of those periods. The Example
% of average daily net assets also assumes that your investment has a 5%
return each year and
that the fund's operating expenses remain the same.
Advisory fees .10% Although your actual costs may be higher or lower, based on
these assumptions your costs would be:
Other expenses/1/ .13%
---------------------------------- 1 Year 3 Years
Total fund operating expenses .23% __________________________________________
----------------------------------
Fee waiver/2/ -.03% $20 $71
------------------------------------------------
Net expenses .20%
-------------------------------

/1/ Other expenses are based on estimated
amounts for the current fiscal year.

/2/ The administrator has agreed to waive a portion of its fee through April
2000 in order to reduce total annual fund operating expenses. Administrative
expenses are included in Other expenses.

</TABLE>

<PAGE>

Institutional Treasury Money Market Fund(US)
<TABLE>
<CAPTION>
<S> <C>

GOAL MAIN RISKS

The fund seeks to preserve principal value and The fund may not be able to
maintain a net asset
maintain a high degree of
liquidity while value of $1.00
at all times.
providing current income.
As market and interest rates change and as the
STRATEGY proceeds of short-term securities in the fund's
portfolio become available and are reinvested in
The fund invests substantially all of its securities with different interest
rates,
assets in U.S.Treasury money market the fund's yield will fluctuate.
A sharp rise in
instruments, repurchase agreements in respect interest rates
could cause the fund's share price
of these securities, and shares of money
market to drop.
funds that invest in U.S. Treasury obligations.
A security backed by the full faith and credit of
The advisor structures the fund's portfolio the United States or U.S. Treasury is guaranteed
based on its outlook on interest rates, market only as to the timely payment of interest and
conditions, and liquidity needs. The advisor principal when held to maturity. The guarantee
adjusts the average maturity of the fund in does not extend to the market prices for such
anticipation of changes in short-term interest securities, which can fluctuate.
rates. Important factors include an assessment
of Federal Reserve policy and an analysis of The fund may be unable to sell the securities
the yield curve. underlying a repurchase agreement on a timely basis
if the other party entering into the repurchase
Under normal circumstances, at least 95%
of the agreement with the fund
defaults or becomes
fund's assets must be invested in the insolvent.
securities of issuers with the highest credit
rating from the "requisite" NRSROs (or if Certain U.S. government agency securities are
unrated, the equivalent as determined by the backed by the right of the issuer to borrow from
advisor) or U.S. government securities. The the U.S. Treasury, or are supported only by the
fund may invest the remainder of its assets in credit of the issuer or instrumentality. While the
securities with the second-highest credit U.S. government provides financial support to U.S.
rating. government-sponsored agencies or instrumentalities,
no assurance can be given that it will always do
so.

</TABLE>

<PAGE>

EXPENSES Example

This table describes the fees and expenses that This Example is intended to
you may pay if you buy and hold shares of the of help you compare the cost of
the fund. investing in the fund with the cost of
investing in other mutual funds.

Fee table The Example assumes that you invest $10,000 in the fund
for the time periods indicated and then redeem all of
Annual fund operating expenses your shares at the end of those periods. The Example
% of average daily net assets also assumes that your investment has a
5% return each
year and that the fund's operating expenses remain the
Advisory fees .10% same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:
Other expenses/1/ .15%
---------------------------------- 1 Year 3 Years
Total fund operating expenses .25% __________________________________________
----------------------------------
Fee waiver/2/ -.03% $23 $77
------------------------------------------------
Net expenses .22%
-------------------------------

/1/ Other expenses are based on estimated
amounts for the current fiscal year.

/2/ The administrator has agreed to waive
a portion of its fee through April
2000 in order to reduce total annual
fund operating expenses. Administrative
expenses are included in Other expenses.

</TABLE>

<PAGE>

Institutional Government Money Market Fund(US)

GOAL MAIN RISKS

</TABLE>

<PAGE>

EXPENSES Example

This table describes the fees and expenses that you may This Example is intended to help you compare the cost of
pay if you buy and hold shares of the fund. investing in the fund with the cost of investing in
other mutual funds.
Fee table
The Example assumes that you invest $10,000 in the fund
Annual fund operating expenses for the time periods indicated and then redeem all of
% of average daily net assets your shares at the end of those periods. The Example
also assumes that your investment has a 5% return each
Advisory fees .10% year and that the fund's operating expenses remain the
same. Although your actual costs may be higher or
Other expenses/1/ .15% lower, based on these assumptions your costs would be:
----------------------------------
Total fund operating expenses .25% 1 Year 3 Years
---------------------------------- ------------------------------------------
Fee waiver/2/ -.03%
------------------------------------------------ $23 $77
Net expenses .22%
-------------------------------

/1/ Other expenses are based on estimated amounts for
the current fiscal year.

/2/ The administrator has agreed to waive a portion
of its fee through April 2000 in order to reduce total
annual fund operating expenses.Administrative
expenses are included in Other expenses.

</TABLE>

<PAGE>

Performance of similarly managed mutual funds Money Market Fund* +

The bar charts and performance tables below reflect the Year-by-year total return as of 12/31 each year (%)
performance of the ABN AMRO Money Market, Treasury
Money Market and Government Money Market Funds, which 1992 1993 1994 1995 1996 1997 1998
are currently managed by the advisor. These money 3.89 5.69 5.08 5.33 5.24
market funds have investment goals, policies and
strategies substantially the same as those of the Best Quarter: Q2/95 1.42%
corresponding funds, and may be useful in evaluating
the advisor's ability to manage money market funds. Worst Quarter Q1/94 0.76%
The money market funds and the corresponding funds are
subject to the same Investment Company Act and Internal Average annual total return of the Money Market Fund
Revenue Code restrictions. (Common Shares) as of 12/31/98

Each money market fund has two share classes, Common This table compares the fund's average annual total
Shares and Investor Shares. The bar charts and returns for the periods ending December 31, 1998 to
performance tables below reflect the performance of the those of the IBC Total Taxable Average. An average
money market funds' Common Shares. Common Shares have measures the share prices of a specific group of mutual
lower expenses than Investor Shares. As a result, the funds with a particular investment goal. You cannot
performance of Investor Shares historically has been invest directly in an average. The IBC Total Taxable
lower than that of the Common Shares. Common Shares, Average is a composite of mutual funds with investment
however, have expenses most similar to those of the goals similar to the fund's goal.
funds. For that reason, the performance history of the
Common Shares has been presented below, rather than the 1 Year 3 Years 5 Years Since inception ++
-----------------------------------------------------
performance of the Investor Shares.
----------
the fund 5.33% 5.29% 5.10% 4.75%
The performance information below is not an indicator IBC Total
of the fund's future performance; does not reflect the Taxable 5.04% 5.04% 4.87% 4.50%
fund's historical performance; and relates to a period Average
of time before the effective date of the funds'

registration with the SEC. * Corresponding fund: Institutional Prime Money Market
Fund
+ the ratio
of expenses
to average
net assets
for the years
1994 through
1998 was
0.41%, 0.41%,
0.43%, 0.32%,
0.33%
respectively
++Fund
inception
(1/4/93).
Average
inception
computed from

(12/31/92)

</TABLE>

<PAGE>

Treasury Money Market Fund* + Government Money Market Fund* +

Year-by-year total return as of 12/31 each year (%) Year-by-year total return as of 12/31 each year (%)

1992 1993 1994 1995 1996 1997 1998 1992 1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ---- ---- ----
3.58 5.28 4.80 4.97 4.90 3.89 5.59 5.08 5.33 5.24

Best Quarter: Q2/95 1.34% Best Quarter: Q2/95 1.40%

Worst Quarter Q1/94 0.65% Worst Quarter Q1/94 0.74%

Average annual total return of the Treasury Average annual total return of the Government
Money Market Fund (Common Shares) as of 12/31/98
Money Market
Fund (Common Shares) as of 12/31/98

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

1Year 3 Years 5 Years Since
1 Year 3 Years 5 Years Since inception ++
inception ++
_________________________________________________________
the fund 4.90% 4.89% 4.71% 4.35% the fund 5.24% 5.22% 5.03% 4.69%
IBC U.S. IBC Total
Treasury Government
Average 4.65% 4.73% 4.60% 4.27% Average 4.97% 4.97% 4.81% 4.45%

* Corresponding fund: Institutional Treasury Money * Corresponding fund: Institutional Government Money
Market Fund Market Fund
+ The ratio of expenses to average net assets for + The ratio of expenses to average net assets for
the ears 1994 through 1998 was 0.45%, 0.44%, 0.44%, the years 1994 through 1998 was 0.42%, 0.42%, 0.44%,
0.33%, 0.37% 0.32%, 0.35%
++ Fund inception (1/4/93). Average inception ++Fund inception (1/4/93). Average inception
computed from (12/31/92). computed from (12/31/92)

</TABLE>

<PAGE>

Management Year 2000 issues

ABN AMRO Asset Management (USA) Inc., 208 South The funds depend on the smooth functioning of
LaSalle Street, Chicago, IL 60604, is the computer systems in almost every aspect of their
investment advisor for each fund. ABN AMRO Asset business. Like other mutual funds, businesses and
Management was organized in March 1991 under the individuals around the world, the funds could be
laws of the State of Delaware. The investment adversely affected if the computer systems used
advisor manages assets for individuals, by its service providers do not properly process
corporations, unions, governments, insurance dates on and after January 1, 2000, and
companies, and charitable organizations. As of distinguish between the year 2000 and the year
September 30, 1999, the investment advisor managed 1900. The funds have asked their service
approximately $[____] billion in assets. The providers whether they expect to have their
investment advisor is an indirect, wholly owned computer systems adjusted for the year 2000
subsidiary of ABN AMRO Bank, N.V. transition, and are seeking assurances from their
service providers that they are devoting
The investment advisor will make investment decisions significant resources to prevent material adverse
for the funds and will review, supervise, and consequences to the funds. While it is likely
administer each fund's
investment program. The that such assurances will be obtained, the funds
Trustees of the funds will supervise the investment and their shareholders may experience losses if
advisor and establish policies that the investment these assurances prove to be incorrect or as a
advisor must follow in its day-to-day management result of year 2000 computer difficulties
activities. experienced
by U.S. and foreign issuers of
portfolio securities, particularly governmental
For its advisory services, the investment advisor is issuers, or third parties, such as custodians,
entitled to receive .10% of each fund's average net banks, broker-dealers or others with which the
assets. funds do business. Furthermore, many foreign
countries are not as prepared as the U.S. for the
The investment advisor may, from time to time and at year 2000 transition. As a result, computer
its own expense, provide promotional incentives, in the difficulties in foreign markets and with foreign
form of cash or other
compensation, to certain institutions as a result of the year 2000 may add
financial institutions whose representatives have sold to the possibility of losses for the
or are expected to sell significant amounts of the Institutional Prime Money Market fund, which may
Funds' shares. Some of these
financial institutions may invest in foreign securities, and its
be affiliated with the investment advisor. shareholders.

Karen Van Cleave, Senior Vice President of the
investment advisor, serves as portfolio manager of each
Fund. Ms. Van Cleave joined the investment advisor in
January 1994. 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.

</TABLE>

TRANSACTION POLICIES Orders in
proper form placed
prior to 5:00 p.m.,
and for which
payments are received
in or converted into
Federal
Fund shares are offered to institutional Funds by 6:00 p.m., will become effective at the price
investors, acting for themselves or in a determined at 5:00 p.m. on that day. Shares thus
fiduciary, advisory, agency, and custodial or purchased will receive the dividend declared on that
similar capacity. Generally, each day.
institutional investor must open a single
master account with the fund. The funds may All times are Eastern time.
request investors to maintain separate master
accounts for shares held by the investor for ______________________________________________
its own account, for the account of other
institutions and for accounts for which the Minimum investment
institution acts as a fiduciary, or in some
other capacity. Institutions purchasing The minimum initial investment in Institutional
Institutional shares on behalf of their clients shares is $5,000,000.
may establish their own transaction policies,
limitations and fees that are different from
the transaction policies, limitations and fees
that are described in this prospectus.

Purchasing Shares

Shares are purchased at the fund's net asset value (NAV).
The NAV for each share class of a fund is calculated once a
day, at 5 p.m. on each business day, excluding major holidays.
An order will be priced at the next NAV calculated after the
fund accepts the order. Each fund uses the amortized
cost method to value its investments. Portfolio securities
are valued at their purchase price, adjusted for discounts or premiums
reflected in their acquisition cost. The amortized cost method of valuation
is designed to help the fund maintain a constant price of $1.00 per share.

</TABLE>

<PAGE>

Selling shares General policies

Investors may redeem shares at any time, by The funds will not be responsible for any fraudulent
wire or telephone. The investor will receive telephone order, provided that they take reasonable
the next NAV calculated after the fund's measures to verify the order and the investor did not
transfer agent
or other authorized agent decline telephone privileges on the application.
accepts the investor's order. Ordinarily,
redemption proceeds are sent to investors The funds each have the right to:
within one week of a redemption request.
change or waive the minimum investment amounts
Selling recently purchased shares may result in
a delay in receipt of an investor's redemption refuse any purchase or exchange of shares if it
proceeds of up to eight business days or until could adversely affect the fund or its operations
the fund has collected payment
from the investor. change or discontinue exchange privileges or
temporarily suspend exchange privileges during
unusual market conditions (see Investor Services)

delay sending
redemption
proceeds for up to
seven days
(generally applies
only in cases of
very large
redemptions,
excessive trading
or during unusual
market conditions)

Each fund may also
make a "redemption in
kind" under certain
circumstances (e.g.,
if the investment
manager determines
that the amount being
redeemed is large
enough to affect fund
operations).
Investors who receive
a redemption in kind
may be required to
pay brokerage costs
to sell the
securities
distributed by the
fund, as well as the
taxes on any gain
from the sale.

</TABLE>

<PAGE>

DISTRIBUTIONS AND TAXES INVESTOR SERVICES

Typically, each fund pays its shareholders Exchange privilege
dividends from its net investment income once a
month, and distributes any net capital gains An investor may exchange Institutional shares of any
once a year. The funds do not expect to fund for Institutional shares of any other fund by
distribute capital gains to shareholders. requesting an exchange in writing or by telephone. New
Dividends and distributions are reinvested in accounts established through an exchange will have the
additional fund shares unless the investor same privileges as the original account (as long as they
instructs the fund otherwise. are available). Please read the current prospectus for
a fund before exchanging into it.
U.S. shareholders generally must pay taxes on
dividends and distributions paid by the funds Account statements
(unless, for example, the investment is in a
tax-advantaged account). Every investor receives regular account statements.
Investors will also receive an annual statement that
The length of time that an investor
has been in describes the tax characteristics of any dividends and
the fund and whether the investor
reinvests distributions the fund has paid to the investor during distributions
or takes them in cash will not the year.
affect the tax status of any distribution.

Each investor's tax situation is unique.
Investors should consult a
professional about federal, state and local
tax consequences.

</TABLE>

<PAGE>

INSTRUCTIONS

TO ESTABLISH AN ACCOUNT TO BUY ADDITIONAL SHARES TO SELL SHARES

Please call a fund Please call a fund Please call a fund representative
representative before wiring representative before wiring before redeeming shares.
funds. funds.
Wire Be sure the fund has your
Wire Transmit your investment Wire Transmit your investment bank account information on file.
to Boston Safe Deposit and to Boston Safe Deposit and Proceeds will be wired to your
Trust with these instructions: Trust with these instructions: bank.

ABA #011001234 ABA #011001234
fund name and DDA# fund name and DDA#

h ABN AMRO Institutional Prime
Money Market Fund ABN AMRO Institutional
DDA #________________ Prime Money Market Fund
DDA #________________
h ABN AMRO Institutional
Treasury Money Market Fund
DDA #________________ ABN AMRO Institutional
Treasury Money Market Fund
DDA#_________________
ABN AMRO Institutional
Government Money Market Fund
DDA #_________________ ABN AMRO Institutional
Government Money Market Fund
DDA #_________________
the Institutional share class

your Social Security or tax the Institutional share class
ID number h account number
h account registration
account registration
dealer number, if applicable
dealer number, if applicable

account number

Call us to obtain an account number.
Return your application with the account
number on the application.

To open an account, make subsequent investments,
or to sell shares, please
contact your ABN AMRO fund representative or call 1-800-814-3402.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S> <C>
For More Information

To obtain information:
More information on
each fund is
available free upon
request, including
the following:
By telephone
Call 1-800-814-3402 Annual/Semiannual Reports

You can obtain product information and Describes each fund's performance, and lists its
literature online. portfolio holdings.

By mail Write to: Statement of Additional Information (SAI)
ABN AMRO Funds
P.O. Box 60549 Provides more details about each fund and its
King of Prussia, PA 19406-0549 policies. A current SAI is on file with the Securities
and Exchange Commission (SEC) and is incorporated by
On the Internet Online fund documents can be reference into this prospectus.
viewed or downloaded from:
www.abnamrofunds-usa.com

You can also obtain copies of fund documents
by visiting the SEC's Public
Reference Room in Washington, DC
(phone 1-800-SEC-0330)
or by sending your request and a duplicating
fee to the SEC's Public Reference Section,
Washington, DC 20549-6009. You may also
view or download text-only versions of fund
documents from: www.sec.gov
</TABLE>

Institutional Prime Money Market Fund
SEC file number: ________

Institutional Treasury Money Market Fund
SEC file number: _________

Institutional Government Money Market Fund
SEC file number: _________

<PAGE>

[logo]ABN AMRO

Institutional Prime Money Market Fund(US)

Institutional Treasury Money Market Fund(US)

Institutional Government Money Market Fund(US)

PROSPECTUS December __, 1999

Institutional Service Shares

<PAGE>

The Funds
CONTENTS

The Funds Introduction

This prospectus describes three separate money market mutual
Page funds designed for institutional investors: Institutional
Prime Money Market Fund (US), Institutional Treasury Money
Introduction 1 Market Fund (US), and Institutional Government Money Market
Fund (US). As mutual funds, the funds are professionally
managed, pooled investments that give investors the
Institutional Prime Money opportunity to participate in financial markets. The
Market portfolio, management, operations and performance results of
Fund(US) 2 the funds are unrelated to each other.

Institutional Treasury Money An investment in a fund is not insured or guaranteed by the
Market Federal Deposit Insurance Corporation or any other government
Fund(US) 4 agency. Although each fund seeks to preserve the value of
your investment at $1.00 per share, there is no guarantee
Institutional Government that it will do so and it is possible to lose money by
Money Market Fund(US) 6 investing in a fund. No fund should be relied on as a
complete investment program.

Transaction have a dollar-weighted average portfolio maturity over
Policies 9 90 days;
buy securities with remaining maturities of over 397
Distribution and days (except for certain variable and floating rate
Taxes 11 instruments and securities collateralizing repurchase
agreements); and
Investor invest in non-U.S. dollar denominated securities.
Services 11

Instructions for Account

Transactions 12

For More Information

More information on each fund can be found in
the fund's current Statement of Additional
Information. See back cover.

</TABLE>

<PAGE>

Institutional Prime Money Market Fund(US)
<TABLE>
<CAPTION>
<S> <C>

GOAL MAIN RISKS

The fund seeks to provide as high a level
of current income as is consistent with The fund may not be able to maintain a net asset
the preservation of capital and liquidity. value of $1.00 at all times.

STRATEGY As market and interest rates change and as the
proceeds of short term securities in the fund's
The fund invests substantially all of its portfolio become available and are reinvested in
assets in high quality money market securities with different interest rates, the fund's
instruments issued by corporations, banks yield will fluctuate. A sharp rise in interest
and the U.S. government or its agencies or rates could cause the fund's share price to drop.
instrumentalities, as well as repurchase
agreements involving these instruments. An issuer may become unable to make timely payments
The fund may also invest in of principal or interest.
dollar-denominated securities of foreign
banks and foreign branches of domestic The credit ratings of issuers could change and
banks. affect the fund's share price.

ABN AMRO Asset Management (USA) Inc., the The fund may be unable to sell the securities
advisor, structures the fund's portfolio underlying a repurchase agreement on a timely basis
based on its outlook on interest rates, if the other party entering into the repurchase
market conditions, and liquidity needs. agreement with the fund defaults or becomes
The advisor monitors the fund's insolvent.
investments for credit quality changes and
may adjust the average maturity of the Certain U.S. government agency securities are backed
fund in anticipation of changes in by the right of the issuer to borrow from the U.S.
short-term interest rates. Important Treasury, or are supported only by the credit of the
factors include an assessment of Federal issuer or instrumentality. While the U.S. government
Reserve Policy and an analysis of the provides financial support to U.S. government-sponsored
yield curve. agencies or instrumentalities, no assurance can be
given that it will always do so.
Under normal circumstances, at least 95%
of the fund's assets must be invested in The fund may invest in dollar denominated securities
the securities of issuers with the highest of foreign banks that will subject it to the market and
credit rating from the "requisite" NRSROs economic risks of foreign markets, including year 2000
(or if unrated, the equivalent as issues. Investments in foreign securities can be more
determined by the advisor) or U.S. volatile than investments in U.S. securities.
government securities. The fund may Diplomatic, political, or economic developments unique
invest the remainder of its assets in to a country or region, including nationalization or
securities with the second-highest credit appropriation, could affect foreign investments.
rating. The highest credit rating Foreign securities markets generally have less trading
indicates that an issuer has a very strong volume and less liquidity than U.S. markets. Foreign
degree of certainty (or safety) of making companies generally are not subject to uniform
all payments of principal and interest. accounting, auditing and financial reporting standards
The second-highest credit rating indicates comparable to those that apply to domestic U.S.
that an issuer has a strong capacity to companies. Transaction costs and custodial expenses
make all payments, but a somewhat lesser may be somewhat greater than typical expenses for
degree of safety. 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.

</TABLE>

<PAGE>

EXPENSES Example

This table describes the fees and expenses This Example is intended to help you compare the cost of
that you may pay if you buy and hold shares of investing in the fund with the cost of investing in other
the fund. mutual
funds.

Fee table The Example
assumes that you
invest $10,000 in the
fund for the time
periods indicated and
then redeem all of
your
Annual fund operating expenses shares at the end of those periods. The Example also
% of average daily net assets assumes that your investment has a 5%
return each year and
that the fund's operating expenses remain the same.
Advisory fees .10% Although your actual costs may be higher or lower, based on
these assumptions your costs would be:
Service fee .25%
1 Year 3 Years
Other expenses/1/ .13% __________________________________________
----------------------------------
Total fund operating expenses .48% $46 $151
----------------------------------
Fee waiver/2/ -.03%

------------------------------------------------
Net expenses .45%
-------------------------------

/1/ Other expenses are based on estimated
amounts for the current fiscal year.

/2/ The administrator has agreed to waive a
portion of its fee through April 2000 in order
to reduce total annual fund operating expenses.
Administrative expenses are included
in Other expenses.

</TABLE>

<PAGE>

Institutional Treasury Money Market Fund(US)
<TABLE>
<CAPTION>
<S> <C>

GOAL MAIN RISKS

The fund seeks to preserve principal value and The fund may not be able to maintain a net asset
maintain a high degree of liquidity while value of $1.00 at all times.
providing current income.
As market and interest rates change and as the
STRATEGY proceeds of short-term securities in the fund's
portfolio become available and are reinvested in
The fund invests substantially all of its securities with different interest rates, the
assets in U.S. Treasury money market fund's yield will fluctuate. A sharp rise in
instruments, repurchase agreements in respect interest rates could cause the fund's share price
of these securities, and shares of money
market to drop.
funds that invest in U.S. Treasury obligations.
A security backed by the full faith and credit of
The advisor structures the fund's portfolio the United States or U.S. Treasury is guaranteed
based on its outlook on interest rates, market only as to the timely payment of interest and
conditions, and liquidity needs. The advisor principal when held to maturity. The guarantee
adjusts the average maturity of the fund in does not extend to the market prices for such
anticipation of changes in short-term interest securities, which can fluctuate.
rates. Important factors include an assessment
of Federal Reserve policy and an analysis of The fund may be unable to sell the securities
the yield curve. underlying a repurchase agreement on a timely basis
if the other party entering into the repurchase
Under normal circumstances, at least 95% of the agreement with the fund defaults or becomes
fund's assets must be invested in the insolvent.
securities of issuers with the highest credit
rating from the "requisite" NRSROs (or if Certain U.S. government agency securities are
unrated, the equivalent as determined by the backed by the right of the issuer to borrow from
advisor) or U.S. government securities. The the U.S. Treasury, or are supported only by the
fund may invest the remainder of its assets in credit of the issuer or instrumentality. While the
securities with the second-highest credit U.S. government provides financial support to U.S.
rating. government-sponsored agencies or instrumentalities,
no assurance can be given that it will always do
so.

</TABLE>

<PAGE>

EXPENSES Example

This table describes the fees and expenses that This Example is intended to help you compare the cost
you may pay if you buy and hold shares of the of investing in the fund with the cost of investing in
fund. other mutual funds.

Fee table The Example assumes that you invest $10,000 in the fund
for the time periods indicated and then redeem all of
Annual fund operating expenses your shares at the end of those periods. The Example
% of average daily net assets also assumes that your investment has a
5% return each
year and that the fund's operating expenses remain the
Advisory fees .10% same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:
Service fee .25%
1 Year 3 Years
Other expenses/1/ .15% __________________________________________
----------------------------------
Total fund operating expenses .50% $48 $157
----------------------------------
Fee waiver/2/ -.03%
------------------------------------------------
Net expenses .47%
-------------------------------

/1/ Other expenses are based on estimated
amounts for the current fiscal year.

/2/ The administrator has agreed to waive a portion of its fee through April
2000 in order to reduce total annual fund operating expenses. Administrative
expenses are included in Other expenses.

</TABLE>

<PAGE>

Institutional Government Money Market Fund(US)
<TABLE>
<CAPTION>
<S> <C>

GOAL MAIN RISKS

</TABLE>

<PAGE>

EXPENSES Example

This table describes the fees and expenses that you may This Example is intended to help you compare the cost of
pay if you buy and hold shares of the fund. investing in the fund with the cost of investing in
other mutual funds.
Fee table
The Example assumes that you invest $10,000 in the fund
Annual fund operating expenses for the time periods indicated and then redeem all of
% of average daily net assets your shares at the end of those periods. The Example
also assumes that your investment has a 5% return each
Advisory fees .10% year and that the fund's operating expenses remain the
same. Although your actual costs may be higher or
Service fee .25% lower, based on these assumptions your costs would be:

Other expenses/1/ .15% 1 Year 3 Years
---------------------------------- ------------------------------------------
Total fund operating expenses .50%
---------------------------------- $48 $157
Fee waiver/2/ -.03%
------------------------------------------------
Net expenses .47%
-------------------------------

/1/ Other expenses are based on estimated amounts for
the current fiscal year.

/2/ The administrator has agreed to waive a
portion of its fee through April 2000 in order
to reduce total annual fund operating expenses.
Administrative expenses are included in Other expenses.

</TABLE>

<PAGE>

--------------------------------------------
Performance of similarly managed mutual funds

The bar charts and performance tables below reflect the
performance of the ABN AMRO Money Market, Treasury Money Market Fund* +
Money Market and Government Money Market Funds, which
are currently managed by the advisor. These money Year-by-year total return as of 12/31 each year (%)
market funds have investment goals, policies and
strategies substantially the same as those of the 1992 1993 1994 1995 1996 1997 1998
---- ---- ---- ----
corresponding funds, and may be useful in evaluating 3.89 5.69 5.08 5.33 5.24
the advisor's ability to manage money market funds.
The money market funds and the corresponding funds are Best Quarter: Q2/95 1.42%
subject to the same Investment Company Act and Internal
Revenue Code restrictions. Worst Quarter Q1/94 0.76%

Each money market fund has two share classes, Common Average annual total return of the Money Market Fund
Shares and Investor Shares. The bar charts and (Common Shares) as of 12/31/98
performance tables below reflect the performance of the
money market funds' Common Shares. Common Shares have This table compares the fund's average annual total
lower expenses than Investor Shares. As a result, the returns for the periods ending December 31, 1998 to
performance of Investor Shares historically has been those of the IBC Total Taxable Average. An average
lower than that of the Common Shares. Common Shares, measures the share prices of a specific group of
however, have expenses most similar to those of the mutual funds with a particular investment goal. You
funds. For that reason, the performance history of the cannot invest directly in an average. The IBC Total
Common Shares has been presented below, rather than the Taxable Average is a composite of mutual funds with
performance of the Investor Shares. investment goals similar to the fund's goal.

The performance information below is not an indicator 1 Year 3 Years 5 Years inception ++ Since
-----------------------------------------------------
of the fund's future performance; does not reflect the
----------
fund's historical performance; and relates to a period the fund 5.33% 5.29% 5.10% 4.75%
of time before the effective date of the funds' IBC Total
registration with the SEC. Taxable 5.04% 5.04% 4.87% 4.50%
Average

*
Corresponding
fund:
Institutional
Prime Money
Market Fund +
the ratio of
expenses to
average net
assets for
the years
1994 through
1998 was
0.41%, 0.41%,
0.43%, 0.32%,
0.33%
respectively
++ Fund
inception
(1/4/93).
Average
inception
computed from
(12/31/92)
</TABLE>

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

Treasury Money Market Fund* + Government Money Market Fund* +

Year-by-year total return as of 12/31 each year (%) Year-by-year total return as of 12/31 each year (%)

1992 1993 1994 1995 1996 1997 1998 1992 1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ---- ---- ----
3.58 5.28 4.80 4.97 4.90 3.89 5.59 5.08 5.33 5.24

Best Quarter: Q2/95 1.34% Best Quarter: Q2/95 1.40%

Worst Quarter Q1/94 0.65% Worst Quarter Q1/94 0.74%

Average annual total return of the Treasury Money Average annual total return of the Government Money
Market Fund (Common Shares) as of 12/31/98 Market
Fund (Common Shares) as of 12/31/98

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

1Year 3 Years 5 Years Since
1 Year 3 Years 5 Years Since inception ++ inception ++
---------------------------------------------------------
the fund 5.24% 5.22% 5.03% 4.69%
IBC Total
the fund 4.90% 4.89% 4.71% 4.35% Government
Average 4.97% 4.97% 4.81% 4.45%
IBC U.S.
Treasury * Corresponding fund: Institutional Government Money
Average 4.65% 4.73% 4.60% 4.27% Market Fund
+ The ratio of expenses to average net assets for the
years 1994 through 1998 was 0.42%, 0.42%, 0.44%, 0.32%,
* Corresponding fund: Institutional Treasury Money 0.35%
Market Fund ++Fund inception (1/4/93). Average inception computed
+ The ratio of expenses to average net assets for the from (12/31/92)
ears 1994 through 1998 was 0.45%, 0.44%, 0.44%, 0.33%,
0.37%
++ Fund inception (1/4/93). Average inception computed
from (12/31/92).

</TABLE>

<PAGE>

Management Year 2000 issues

ABN AMRO Asset Management (USA) Inc., 208 South The funds depend on the smooth functioning of
LaSalle Street, Chicago, IL 60604, is the computer systems in almost every aspect of their
investment advisor for each fund. ABN AMRO Asset business. Like other mutual funds, businesses and
Management was organized in March 1991 under the individuals around the world, the funds could be
laws of the State of Delaware. The investment adversely affected if the computer systems used
advisor manages assets for individuals, by its service providers do not properly process
corporations, unions, governments, insurance dates on and after January 1, 2000, and
companies, and charitable organizations. As of distinguish between the year 2000 and the year
September 30, 1999, the investment advisor managed 1900. The funds have asked their service
approximately $[____] billion in assets. The providers whether they expect to have their
investment advisor is an indirect, wholly owned computer systems adjusted for the year 2000
subsidiary of ABN AMRO Bank, N.V. transition, and are seeking assurances from their
service providers that they are devoting
The investment advisor will make investment
decisions significant resources to prevent material adverse
for the funds
and will review, supervise, and consequences to the funds. While it is likely
administer each fund's
investment program. The that such assurances will be obtained, the funds
Trustees of the funds will supervise the investment and their shareholders may experience losses if
advisor and establish policies that the investment these assurances prove to be incorrect or as a
advisor must follow in its day-to-day
management result of year 2000 computer difficulties
activities. experienced by U.S. and foreign issuers of
portfolio securities, particularly governmental
For its advisory services, the investment advisor is issuers, or third parties, such as custodians,
entitled to receive .10% of each fund's average net banks, broker-dealers or others with which the
assets. funds do business. Furthermore, many foreign
countries are not as prepared as the U.S. for the
The investment advisor may, from time to time and at year 2000 transition. Aa a result, computer
its own expense, provide promotional incentives, in the difficulties in foreign markets and with foreign
form of cash or other
compensation, to certain institutions as a result of the year 2000 may add
financial institutions whose representatives have sold to the possibility of losses for the
or are expected to sell significant amounts of Institutional Prime Money Market fund, which may
the Funds' shares. Some of these financial institutions may invest in foreign securities, and its
be affiliated
with the investment advisor. shareholders.

</TABLE>

<PAGE>

Purchasing Shares

Shares are purchased at the fund's net
asset value (NAV). The NAV for each share
class of
a fund is calculated once a day, at 5 p.m.
on each business
day, excluding major holidays. An order
will be
priced at the next NAV calculated after
the fund
accepts the order. Each fund uses the
amortized
cost method to value its investments.
Portfolio
securities are valued at their purchase price,
adjusted for discounts or premiums
reflected in their
acquisition cost. The amortized cost method
of valuation
is designed to help the fund maintain a constant
price of $1.00 per share.

</TABLE>

<PAGE>

Selling shares General policies

delay sending
redemption
proceeds for up to
seven days
(generally applies
only in cases of
very large
redemptions,
excessive trading
or during unusual
market conditions)

</TABLE>

<PAGE>

DISTRIBUTIONS AND TAXES INVESTOR SERVICES

Typically, each fund pays its shareholders Exchange privilege
dividends from its net investment income once a
month, and distributes any net capital gains An investor may exchange Institutional shares of any
once a year. The funds do not expect to fund for Institutional shares of any other fund by
distribute capital gains to shareholders. requesting an exchange in writing or by telephone. New
Dividends and distributions are reinvested in accounts established through an exchange will have the
additional fund shares unless the investor same privileges as the original account (as long as they
instructs the fund otherwise. are available). Please read the current prospectus for
a fund before exchanging into it.
U.S. shareholders generally must pay taxes on
dividends and distributions paid by the funds Account statements
(unless, for example, the investment is in a
tax-advantaged account). Every investor receives regular account statements.
Investors will also receive an annual statement that
The length of time that an investor
has been in describes the tax characteristics of any dividends and
the fund and whether the investor distributions
reinvests distributions the fund has paid to the investor during
or takes them in cash will not the year.
affect the tax status of any distribution.

Each investor's tax situation is unique.
Investors should consult a
professional about federal, state
and local tax consequences.

</TABLE>

<PAGE>

INSTRUCTIONS

TO ESTABLISH AN ACCOUNT TO BUY ADDITIONAL SHARES TO SELL SHARES

ABA #011001234 ABA #011001234
fund name and DDA# fund name and DDA#

your Social Security or tax the Institutional share class
ID number h account number
h account registration
account registration
dealer number, if applicable
dealer number, if applicable

account number
</TABLE>

Call us to obtain an account number. Return your application with the account
number on the application.

To open an account, make subsequent investments, or to sell shares, please
contact your ABN AMRO fund representative or call 1-800-814-3402.

<PAGE>

<TABLE>
<CAPTION>
<S> <C>
For More Information

To obtain information:
More information on
each fund is
available free upon
request, including
the following:
By telephone
Call 1-800-814-3402 Annual/Semiannual Reports

You can obtain product information and Describes each fund's performance, and lists its
literature online. portfolio holdings.

</TABLE>

You can also obtain copies of fund documents by visiting the SEC's Public
Reference Room in Washington, DC (phone 1-800-SEC-0330) or by sending your
request and a duplicating fee to the SEC's Public Reference Section,
Washington, DC 20549-6009. You may also view or download text-only versions
of fund documents from: www.sec.gov

Institutional Prime Money Market Fund
SEC file number: ________

Institutional Treasury Money Market Fund
SEC file number: _________

Institutional Government Money Market Fund
SEC file number: _________

<PAGE>

ABN AMRO Funds
Institutional Prime Money Market Fund(US)
Institutional Treasury Money Market Fund(US)
Institutional Government Money Market Fund(US)
(the "Funds")

Institutional Shares and Institutional Service Shares

Investment Advisor:
ABN AMRO Asset Management (USA) Inc.

This Statement of Additional Information ("SAI") is not a prospectus. It is
intended to provide additional information regarding the activities and
operations of ABN AMRO Funds (the "Trust"), of which each Fund is a series, and
should be read in conjunction with the prospectuses dated November ___, 1999.
The Funds have two prospectuses. One prospectus relates to Institutional shares
of the Funds and the other relates to Institutional Service shares ("Service
shares") of the Funds.

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

<PAGE>

TABLE OF CONTENTS
THE TRUST..................................................................... 3
DESCRIPTION OF PERMITTED INVESTMENTS...........................................3
INVESTMENT LIMITATIONS........................................................14
NON-FUNDAMENTAL POLICIES......................................................15
MANAGEMENT OF THE FUND........................................................15
TRUSTEES AND OFFICERS OF THE TRUST............................................15
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES...........................17
INVESTMENT ADVISORY AND OTHER SERVICES........................................18
THE ADVISOR...................................................................18
DISTRIBUTION AND SHAREHOLDER SERVICING........................................18
THE ADMINISTRATOR AND SUB-ADMINISTRATOR.......................................19
THE TRANSFER AGENT............................................................20
THE CUSTODIAN 20
COUNSEL AND AUDITORS..........................................................20
BROKERAGE ALLOCATION AND OTHER PRACTICES......................................20
PORTFOLIO TRANSACTIONS........................................................20
TRADING PRACTICES AND BROKERAGE...............................................21
DESCRIPTION OF THE TRUST......................................................22
PURCHASE AND REDEMPTION OF SHARES.............................................22
SHAREHOLDER LIABILITY.................................................... ....24
DETERMINATION OF NET ASSET VALUE..............................................24
TAXATION......................................................................25
GENERAL INFORMATION ABOUT FUND PERFORMANCE....................................27
COMPUTATION OF YIELD..........................................................28
LIMITATION OF TRUSTEES' LIABILITY.............................................29
APPENDIX A-1

November ___ , 1999

<PAGE>

THE TRUST

ABN AMRO Funds (prior to April 29, 1998, Rembrandt Funds) is an open-end
management investment company established as a Massachusetts business trust
pursuant to a Declaration of Trust dated September 17, 1992. The Declaration of
Trust permits the Trust to offer separate series of units of beneficial interest
("shares") and different classes of shares of each series. Currently, the Trust
has 30 series. Generally, investors may purchase shares of the Funds through two
separate classes, Institutional shares and Service shares which provide for
variations in shareholder servicing fees and other expenses. Except for these
differences between Institutional shares and Service shares, each share of each
Fund represents an equal proportionate interest in that Fund.

ADDITIONAL RISKS OF INVESTING IN THE FUNDS

Early Closing Risk

Unanticipated early 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.

Foreign Exchange Risk

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 for the Funds and their shareholders.

DESCRIPTION OF PERMITTED INVESTMENTS

ASSET-BACKED SECURITIES

Asset-backed securities are offered by trusts and are secured by company
receivables, truck and auto loans, leases or credit card receivables. Such
securities are generally issued as passthrough certificates, which represent
undivided fractional ownership interests in the underlying pools of assets. Such
securities also may be debt instruments, which are also known as collateralized
obligations and are generally issued as the debt of a special purpose entity,
such as a trust, organized solely for the purpose of owning such assets and
issuing such debt. Asset-backed securities eligible for purchase by a Fund are
generally those securities issued as short-maturity tranches of large
securitizations, which receive principal and cash flow before other tranches.
Other asset-backed securities are short term debt instruments similar to
commercial paper but secured by a pool of public or private asset backed
transactions. A Fund may invest in other eligible asset-backed securities that
may be created in the future if the Advisor determines they are suitable.

Asset-backed securities may be traded over-the-counter and typically have short
to intermediate maturities depending on the cash flows of the underlying
financial assets which are passed through to the security holder.

Principal and interest on asset-backed commercial paper may be guaranteed up to
certain amounts and for a certain time period by letters of credit issued by
financial institutions (such as banks or insurance companies) unaffiliated with
the issuers of such securities. The purchase of asset-backed commercial paper
raises risk considerations particular to the nature of the underlying
instruments. [For example, there is a risk that another party could acquire an
interest in the obligations superior to that of the holder of the asset-backed
securities.] There is the possibility that recoveries on repossessed collateral
may not, in some cases, be available to support payments on those securities.
Asset-backed securities entail prepayment risk, which may vary depending on the
type of asset, but is generally less than the prepayment risk associated with
mortgage-backed securities. [In addition, unlike most other asset-backed
securities, credit card receivables are unsecured obligations of the
cardholder.]

BANKERS' ACCEPTANCES

Bankers' acceptances are bills of exchange or time drafts drawn on and accepted
by a commercial bank. Bankers' acceptances are used by corporations to finance
the shipment and storage of goods. Maturities are generally six months or less.

BORROWING

Borrowing may exaggerate changes in the net asset value of a Fund's shares
and in the return on the Fund's portfolio. Although the principal of any
borrowing will be fixed, a Fund's assets may change in value during the time
the borrowing is outstanding. A Fund may be required to liquidate portfolio
securities at a time when it would be disadvantageous to do so in order to
make payments with respect to an outstanding borrowing resulting in
additional transaction costs. In addition, liquidating portfolio securities
may generate capital gains, which will be distributed to shareholders as
taxable income or capital gains. The Funds may be required to segregate
liquid assets in an amount sufficient to meet their obligations in connection
with such borrowings.

CERTIFICATES OF DEPOSIT

Certificates of deposit are interest bearing instruments with a specific
maturity. Certificates of deposit are issued by banks and savings and loan
institutions in exchange for the deposit of funds and normally can be traded in
the secondary market prior to maturity. Certificates of deposit with penalties
for early withdrawal are considered to be illiquid.

COMMERCIAL PAPER

Commercial paper is a term used to describe unsecured short-term promissory
notes issued by banks, municipalities, corporations and other entities.
Maturities on these issues vary from a few to 270 days.

DEMAND FEATURES AND GUARANTEES

A demand feature permits the holder of a security to demand payment before
maturity. Subject to certain requirements, a Fund may rely on the demand feature
to shorten the maturity of the underlying security for purposes of compliance
with Rule 2a-7 under the 1940 Act. A demand feature can also provide
unconditional or conditional credit support, and liquidity. In some cases, a
premium may be paid for a demand feature, which may reduce the yield otherwise
payable on the underlying security. The right to obtain payment from the
provider of a demand feature depends on the provider's ability to pay.

A guarantee is an unconditional obligation of a person other than the issuer of
the security to undertake to pay certain amounts owed to the holder of the
security. A guarantee includes a letter of credit and financial guaranty (bond)
insurance. The right to obtain payment from a guarantor depends on the
guarantor's ability to pay.

Generally, a Fund may acquire only those demand features or guarantees that
present minimal credit risks and that are "eligible securities" (see Restraints
on Investments by Money Market Funds for more information). For purposes of
determining the maturity of a security subject of a demand feature or guarantee,
a Fund may consider the first date on which it has the right to obtain payment,
although the final maturity of the underlying security is later than that date.

Dollar-denominated Securities of Foreign Banks

The Funds may invest in dollar-denominated securities of foreign banks and
foreign branches of domestic banks. Such obligations include Eurodollar
Certificates of Deposit ("ECDs") which are U.S. dollar-denominated certificates
of deposit issued by offices of foreign and domestic banks located outside the
United States; Eurodollar Time Deposits ("ETDs") which are U.S.
Dollar-denominated deposits in a foreign branch of a U.S. bank or a foreign
bank; Yankee Certificates of Deposit ("Yankee CDs") which are U.S.
dollar-denominated certificates of deposit issued by a U.S. branch of a foreign
bank and held in the United States; and Yankee Bankers' Acceptances ("Yankee
BAs") which are U.S. dollar denominated bankers' acceptances issued by a U.S.
branch of a foreign bank and held in the United States.

Variable or Floating Rate Instruments

These instruments may involve a demand feature and may include variable amount
master demand notes that may be backed by bank letter of credit. The holder of
an instrument with a demand feature may tender the instrument back to the issuer
at par before maturity. A variable amount master demand note is issued pursuant
to a written agreement between the issuer and the holder. The amount may be
increased by the holder or decreased by the holder or issuer. It is payable on
demand and the rate of interest varies based upon an agreed formula. The quality
of the underlying credit must, in the opinion of the Advisor, be equivalent to
the commercial paper ratings applicable to the Fund's permitted investments. The
Advisor will monitor on an ongoing basis the earning power, cash flow and
liquidity ratios of the issuers of such instruments and will similarly monitor
the ability of an issuer of a demand instrument to pay principal and interest on
demand.

GNMA CERTIFICATES

GNMA Certificates are securities issued by the Government National Mortgage
Association ("GNMA"), a wholly owned U.S. Government corporation which
guarantees the timely payment of principal and interest. The market value and
interest yield of these instruments can vary due to market interest rate
fluctuations and early prepayments of underlying mortgages. These securities
represent ownership in a pool of federally insured mortgage loans. GNMA
certificates consist of underlying mortgages with a maximum maturity of 30
years. However, due to scheduled and unscheduled principal payments, GNMA
certificates have shorter average maturities and, therefore, less principal
volatility than a comparable 30-year bond. Since prepayment rates vary widely,
it is not possible to accurately predict the average maturity of a particular
GNMA pool. The scheduled monthly interest and principal payments relating to
mortgages in the pool will be "passed through" to investors. GNMA securities
differ from conventional bonds in that principal is paid back to the certificate
holders over the life of the loan rather than at maturity. As a result, there
will be monthly scheduled payments of principal and interest. In addition, there
may be unscheduled principal payments representing prepayments on the underlying
mortgages. Although GNMA certificates may offer yields higher than those
available from other types of U.S. Government securities, GNMA certificates may
be less effective than other types of securities as a means of "locking in"
attractive long-term rates because of the prepayment feature. For instance, when
interest rates decline, the value of a GNMA certificate likely will not rise as
much as comparable debt securities due to the prepayment feature. In addition,
these prepayments can cause the price of a GNMA certificate originally purchased
at a premium to decline in price to its par value, which may result in a loss.

Illiquid Securities

Illiquid securities are securities that cannot be disposed of within 7 days at
approximately the price at which they are being carried on a Fund's books. An
illiquid security includes a demand instrument with a demand notice period
exceeding 7 days, if there is no secondary market for such security, and
repurchase agreements with durations (or maturities) over 7 days in length.

INVESTMENT COMPANY SHARES

Under applicable regulations, the Funds are generally prohibited from acquiring
the securities of other investment companies if, as a result of such
acquisition, the Funds own more than 3% of the total voting stock of the
company; securities issued by any one investment company represent more than 5%
of the Fund's total assets; or securities (other than treasury stock) issued by
all investment companies represent more than 10% of the total assets of the
Funds. By investing in securities of an investment company, Fund shareholders
will indirectly bear the fees of that investment company in addition to the
Fund's own fees and expenses.

It is the position of the staff of the SEC that certain nongovernmental issuers
of CMOs and REMICs constitute investment companies under the Investment Company
Act of 1940 ("1940 Act"), and either (a) investments in such instruments are
subject to the limitations set forth above or (b) the issuers of such
instruments have been granted orders from the SEC exempting such instruments
from the definition of investment company.

LOAN PARTICIPATIONS

Loan participations are interests in loans to U.S. corporations which are
administered by the lending bank or agent for a syndicate of lending banks, and
sold by the lending bank or syndicate member ("intermediary bank"). In a loan
participation, the borrower corporation will be deemed to be the issuer of the
participation interest except to the extent a Fund derives its rights from the
intermediary bank. Because the intermediary bank does not guarantee a loan
participation in any way, a loan participation is subject to the credit risks
generally associated with the underlying corporate borrower. In the event of the
bankruptcy or insolvency of the corporate borrower, a loan participation may be
subject to certain defenses that can be asserted by such borrower as a result of
improper conduct by the intermediary bank. In addition, in the event the
underlying corporate borrower fails to pay principal and interest when due, a
Fund may be subject to delays, expenses and risks that are greater than those
that would have been involved if the Fund had purchased a direct obligation of
such borrower. Under the terms of a loan participation, a Fund may be regarded
as a creditor of the intermediary bank (rather than of the underlying corporate
borrower), so that the Fund may also be subject to the risk that the
intermediary bank may become insolvent. The secondary market, if any, for these
loan participations is limited.

Money Market Instruments

Money market instruments include certificates of deposit, commercial paper,
bankers' acceptances, Treasury bills, time deposits, repurchase agreements and
shares of money market funds.

<PAGE>

MORTGAGE-BACKED SECURITIES

Mortgage-backed securities are instruments that entitle the holder to a share of
all interest and principal payments from mortgages underlying the security. The
mortgages backing these securities include conventional thirty-year fixed rate
mortgages, graduated payment mortgages, balloon mortgages and adjustable rate
mortgages.

Government Pass-Through Securities: These are securities that are issued or
guaranteed by a U.S. Government agency representing an interest in a pool of
mortgage loans. The primary issuers or guarantors of these mortgage-backed
securities are GNMA, Fannie Mae and FHLMC. GNMA, Fannie Mae and FHLMC guarantee
timely distributions of interest to certificate holders. GNMA and Fannie May
also guarantee timely distributions of scheduled principal. Fannie Mae and FHLMC
obligations are not backed by the full faith and credit of the U.S. Government
as GNMA certificates are, but Fannie Mae and FHLMC securities are supported by
the instrumentalities' right to borrow from the U.S. Treasury.

Private Pass-Through Securities: These are mortgage-backed securities issued by
a non-governmental entity, such as a trust or corporation. These securities
include collateralized mortgage obligations ("CMOs") and real estate mortgage
investment conduits ("REMICs"). While they are generally structured with one or
more types of credit enhancement, private pass-through securities typically lack
a guarantee by an entity having the credit status of a governmental agency or
instrumentality.

In a CMO, series of bonds or certificates are usually issued in multiple
classes. Principal and interest paid on the underlying mortgage assets may be
allocated among the several classes of a series of a CMO in a variety of ways.
Principal payments on the underlying mortgage assets may cause CMOs to be
retired substantially earlier than their stated maturities or final distribution
dates, resulting in a loss of all or part of any premium paid.

A REMIC is a CMO that qualifies for special tax treatment under the Internal
Revenue Code and invests in certain mortgages principally secured by interests
in real property. Investors may purchase beneficial interests in REMICs, which
are known as "regular" interests, or "residual" interests. Guaranteed REMIC
pass-through certificates ("REMIC Certificates") issued by Fannie Mae or FHLMC
represent beneficial ownership interests in a REMIC trust consisting principally
of mortgage loans or Fannie Mae.

FHLMC or GNMA-guaranteed mortgage pass-through certificates: For FHLMC REMIC
Certificates, FHLMC guarantees the timely payment of interest, and also
guarantees the payment of principal as payments are required to be made on the
underlying mortgage participation certificates.

Stripped Mortgage-Backed Securities ("SMBs"): SMBs are usually structured with
two classes that receive specified proportions of the monthly interest and
principal payments from a pool of mortgage securities. One class may receive all
of the interest payments and is thus termed an interest-only class ("IO"), while
the other class may receive all of the principal payments and is thus termed the
principal-only class ("PO"). The value of IOs tends to increase as rates rise
and decrease as rates fall; the opposite is true of POs. SMBs are extremely
sensitive to changes in interest rates because of the impact thereon of
prepayment of principal on the underlying mortgage securities.

Investors purchasing such CMOs in the shortest maturities receive or are
credited with their pro rata portion of the scheduled payments of interest and
principal on the underlying mortgages plus all unscheduled prepayments of
principal up to a predetermined portion of the total CMO obligation. Until that
portion of such CMO obligation is repaid, investors in the longer maturities
receive interest only. Accordingly, the CMOs in the longer maturity series are
less likely than other mortgage pass-throughs to be prepaid prior to their
stated maturity. Although some of the mortgages underlying CMOs may be supported
by various types of insurance, and some CMOs may be backed by GNMA certificates
or other mortgage pass-throughs issued or guaranteed by U.S. Government agencies
or instrumentalities, the CMOs themselves are not generally guaranteed. FHLMC
has in the past guaranteed only the ultimate collection of principal of the
underlying mortgage loan; however, FHLMC now issues mortgage-backed securities
(FHLMC Gold PCS) which also guarantee timely payment of monthly principal
reductions. Government and private guarantees do not extend to the securities'
value, which is likely to vary inversely with fluctuations in interest rates.

A Fund also may invest in parallel pay CMOs and Planned Amortization Class CMOs
("PAC Bonds"). Parallel pay CMOs are structured to provide payments of principal
on each payment date to more than one class. These simultaneous payments are
taken into account in calculating the stated maturity date or final distribution
date of each class, which, as with other CMO structures, must be retired by its
stated maturity date or final distribution date, but may be retired earlier. PAC
Bonds are always parallel pay CMOs with the required principal payment on such
securities having the highest priority after interest has been paid to all
classes.

MUNICIPAL SECURITIES

The two principal classifications of Municipal Securities are "general
obligation" and "revenue" issues. General obligation issues are issues involving
the credit of an issuer possessing taxing power and are payable from the
issuer's general unrestricted revenues, although the characteristics and method
of enforcement of general obligation issues may vary according to the law
applicable to the particular issuer. Revenue issues are payable only from the
revenues derived from a particular facility or class of facilities or other
specific revenue source. A Fund may also invest in "moral obligation" issues,
which are normally issued by special purpose authorities. Moral obligation
issues are not backed by the full faith and credit of the state but are
generally backed by the agreement of the issuing authority to request
appropriations from the state legislative body. Municipal Securities include
debt obligations issued by governmental entities to obtain funds for various
public purposes, such as the construction of a wide range of public facilities,
the refunding of outstanding obligations, the payment of general operating
expenses, and the extension of loans to other public institutions and
facilities. Certain private activity bonds that are issued by or on behalf of
public authorities to finance various privately-owned or operated facilities are
included within the term "Municipal Securities." Private activity bonds and
industrial development bonds are generally revenue bonds, the credit and quality
of which are directly related to the credit of the private user of the
facilities.

Municipal Securities may also include general obligation notes, tax anticipation
notes, bond anticipation notes, revenue anticipation notes, project notes,
certificates of indebtedness, demand notes, tax-exempt commercial paper,
construction loan notes and other forms of short-term, tax-exempt loans. Such
instruments are issued with a short-term maturity in anticipation of the receipt
of tax funds, the proceeds of bond placements or other revenues. Project notes
are issued by a state or local housing agency and are sold by the Department of
Housing and Urban Development. While the issuing agency has the primary
obligation with respect to its project notes, they are also secured by the full
faith and credit of the United States through agreements with the issuing
authority which provide that, if required, the federal government will lend the
issuer an amount equal to the principal of and interest on the project notes.

The quality of Municipal Securities, both within a particular classification and
between classifications, will vary, and the yields on Municipal Securities
depend upon a variety of factors, including general money market conditions, the
financial condition of the issuer (or other entity whose financial resources are
supporting the securities), general conditions of the municipal bond market, the
size of a particular offering, the maturity of the obligation and the rating(s)
of the issue. In this regard, it should be emphasized that the ratings of any
nationally recognized statistical rating organization ("NRSRO") are general and
are not absolute standards of quality. Municipal Securities with the same
maturity, interest rate and rating(s) may have different yields, while Municipal
Securities of the same maturity and interest rate with different rating(s) may
have the same yield.

An issuer's obligations under its Municipal Securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors, such as the Federal Bankruptcy Code, and laws, if any,
which may be enacted by Congress or state legislatures extending the time for
payment of principal or interest, or both, or imposing other constraints upon
the enforcement of such obligations or upon the ability of municipalities to
levy taxes. The power or ability of an issuer to meet its obligations for the
payment of interest on and principal of its Municipal Securities may be
materially adversely affected by litigation or other conditions.

RECEIPTS

Receipts are interests in separately traded interest and principal component
parts of U.S. Treasury obligations that are issued by banks and brokerage firms
and are created by depositing U.S. Treasury obligations into a special account
at a custodian bank. The custodian holds the interest and principal payments for
the benefit of the registered owners of the certificates or receipts. The
custodian arranges for the issuance of the certificates or receipts evidencing
ownership and maintains the register. Receipts are sold as zero coupon
securities which means that they are sold at a substantial discount and redeemed
at face value at their maturity date without interim cash payments of interest
or principal. This discount is amortized over the life of the security, and such
amortization will constitute the income earned on the security for both
accounting and tax purposes. Because of these features, receipts may be subject
to greater price volatility than interest paying U.S. Treasury obligations.
Receipts include "Treasury Receipts" ("TRs"), "Treasury Investment Growth
Receipts" ("TIGRs"), and "Certificates of Accrual on Treasury Securities"
("CATS").

REPURCHASE AGREEMENTS

Repurchase agreements are agreements by which a person (e.g., a Fund) obtains a
security and simultaneously commits to return the security to the seller
(primary securities dealer recognized by the Federal Reserve Bank of New York or
a national member bank as defined in Section 3(d)(1) of the Federal Deposit
Insurance Act, as amended) at an agreed upon price (including principal and
interest) on an agreed upon date within a number of days (usually not more than
seven) from the date of purchase. The resale price reflects the purchase price
plus an agreed upon market rate of interest which is unrelated to the coupon
rate or maturity of the underlying security. A repurchase agreement involves the
obligation of the seller to pay the agreed upon price, which obligation is in
effect secured by the value of the underlying security.

Repurchase agreements are considered to be loans by the Funds for purposes of
their investment limitations. The repurchase agreements entered into by the
Funds will provide that the underlying security at all times shall have a value
at least equal to 100% of the resale price stated in the agreement (the Advisor
monitors compliance with this requirement). Under all repurchase agreements
entered into by the Funds, the custodian or its agent must take possession of
the underlying collateral. However, if the seller defaults, the Funds could
realize a loss on the sale of the underlying security to the extent that the
proceeds of sale including accrued interest are less than the resale price
provided in the agreement including interest. In addition, even though the
Bankruptcy Code provides protection for most repurchase agreements, if the
seller should be involved in bankruptcy or insolvency proceedings, the Funds may
incur delay and costs in selling the underlying security or may suffer a loss of
principal and interest if the Funds are treated as unsecured creditors and
required to return the underlying securities to the seller's estate.

RESTRAINTS ON INVESTMENTS BY MONEY MARKET FUNDS

Investments by each of the Funds are subject to limitations imposed on money
market funds under rules adopted by the SEC. Under SEC rules, money market funds
may acquire only obligations that present minimal credit risks and that are
"eligible securities," which generally means they are rated, at the time of
investment, in the highest short-term rating category for debt obligations
(within which there may be sub-categories) by at least two NRSROs (one if there
is only one organization rating such obligation) in one of the two highest
short-term rating categories or, if unrated, determined to be of comparable
quality. First tier securities are securities that are rated by at least two
NRSROs (one if it is the only organization rating such securities) or an unrated
security determined to be of comparable quality. Second tier securities are
eligible securities that do not qualify as first tier securities. The Advisor
will determine that an obligation presents minimal credit risks or that unrated
instruments are of comparable quality in accordance with guidelines established
by the Trustees. In the event that an investment held by a Fund is assigned a
lower rating or ceases to be rated, the Advisor will promptly reassess whether
such security presents suitable credit risks and whether the Fund should
continue to hold the security or obligation in its portfolio. If a portfolio
security or obligation no longer presents suitable credit risks or is in
default, the Fund will dispose of the security or obligation as soon as
reasonably practicable unless the Trustees of the Trust determine that to do so
is not in the best interest of the Fund.

SECURITIES LENDING

Securities loaned by a Fund pursuant to an agreement which requires collateral
to secure the loan are not made if, as a result, the aggregate amount of all
outstanding securities loans for the Fund exceeds one-third of the value of a
Fund's total assets (including the value of the collateral) taken at fair market
value. A Fund continues to receive interest on the loaned securities while
simultaneously earning interest on the investment of the cash collateral in U.S.
Government securities. However, a Fund normally pays lending fees to such
broker-dealers and related expenses from the interest earned on invested
collateral. Loans are made only to borrowers deemed by the Advisor to be of good
standing and when, in the judgment of the Advisor, the consideration which can
be earned currently from such securities loans justifies the attendant risk. Any
loan may be terminated by either party upon reasonable notice to the other
party.

Lending portfolio securities involves risks that the borrower may fail to return
the securities or provide additional collateral. Voting rights with respect to
the loaned securities may pass with the lending of the securities and efforts to
call such securities promptly may be unsuccessful, especially for foreign
securities. A Fund may loan portfolio securities to qualified broker-dealers or
other institutional investors provided: (1) the loan is secured continuously by
collateral consisting of U.S. government securities, letters of credit, cash or
cash equivalents maintained on a daily marked-to-market basis in an amount at
least equal to the current market value of the securities loaned; (2) the Fund
may at any time call the loan and obtain the return of the securities loaned;
and (3) the Fund will receive any interest or dividends paid on the loaned
securities.

STRIPS

Separately traded interest and principal securities ("STRIPS") are component
parts of U.S. Treasury Securities traded through the Federal Book-Entry System.
The Advisor will purchase only STRIPS that it determines are liquid or, if
illiquid, that do not violate the Fund's investment policy concerning
investments in illiquid securities. Consistent with Rule 2a-7, the Advisor will
purchase only STRIPS that have a remaining maturity of 397 days or less. While
there is no limitation on the percentage of a Fund's assets that may be
comprised of STRIPS, the Advisor will monitor the level of such holdings to
avoid the risk of impairing shareholders' redemption rights and of deviations in
the value of shares of the Funds.

Obligations of Supranational Entities

Supranational entities are entities established through the joint participation
of several governments, and include the Asian Development Bank, Inter-American
Development Bank, International Bank for Reconstruction and Development (World
Bank), African Development Bank, European Economic Community, European
Investment Bank and Nordic Investment Bank. The governmental members, or
"stockholders," usually make initial capital contributions to the supranational
entity and in many cases are committed to make additional capital contributions
if the supranational entity is unable to repay its borrowings.

U.S. GOVERNMENT AGENCY OBLIGATIONS

Obligations issued or guaranteed by agencies of the U.S. Government, including,
among others, the Federal Farm Credit Bank, the Federal Housing Administration
and the Small Business Administration, and obligations issued or guaranteed by
instrumentalities of the U.S. Government, including, among others, the Federal
Home Loan Mortgage Corporation, the Federal Land Banks and the U.S. Postal
Service. Some of these securities are supported by the full faith and credit of
the U.S. Treasury (e.g. GNMA securities), others are supported by the right of
the issuer to borrow from the Treasury (e.g., Federal Farm Credit Bank
securities), while still others are supported only by the credit of the
instrumentality (e.g., Fannie Mae securities). Guarantees of principal by
agencies or instrumentalities of the U.S. Government may be a guarantee of
payment at the maturity of the obligation so that in the event of a default
prior to maturity there might not be a market and thus no means of realizing on
the obligation prior to maturity. Guarantees as to the timely payment of
principal and interest do not extend to the value or yield of these securities
nor to the value of the Fund's shares.

U.S. TREASURY OBLIGATIONS

U.S. Treasury obligations consist of bills, notes and bonds issued by the U.S.
Treasury, as well as separately traded interest and principal component parts of
such obligations, known as "Separately Traded Registered Interest and Principal
Securities" ("STRIPS"), that are transferable through the Federal book-entry
system.

WHEN-ISSUED SECURITIES

When-issued or delayed delivery basis transactions involve the purchase of an
instrument with payment and delivery taking place in the future. Delivery of and
payment for these securities may occur a month or more after the date of the
purchase commitment. The interest rate realized on these securities is fixed as
of the purchase date and no interest accrues to the Fund before settlement.
These securities are subject to market fluctuations due to changes in market
interest rates, and it is possible that the market value at the time of
settlement could be higher or lower than the purchase price if the general level
of interest rates has changed. Although a Fund generally purchases securities on
a when-issued or forward commitment basis with the intention of actually
acquiring securities for its portfolio, a Fund may dispose of a when-issued
security or forward commitment prior to settlement if it deems appropriate. When
investing in when-issued securities, a Fund will not accrue income until
delivery of the securities and will invest in such securities only for purposes
of actually acquiring the securities and not for the purpose of leveraging.

The when-issued securities are subject to market fluctuations, and the purchaser
accrues no interest on the security during this period. The payment obligation
and the interest rate that will be received on the securities are each fixed at
the time the purchaser enters into the commitment.

The Funds segregate cash or liquid assets in an amount at least equal in value
to the Funds' commitments to purchase when-issued securities. If the value of
these assets declines, the Funds place additional liquid assets aside on a daily
basis so that the value of the assets set aside is equal to the amount of such
commitments. Consequently, the Funds do not use such purchases for leveraging.
Whenever a Fund is required to establish a segregated account, notations on the
books of the Trust's custodian are sufficient to constitute a segregated
account.

ZERO COUPON OBLIGATIONS

Zero coupon obligations are debt obligations that do not bear any interest, but
instead are issued at a deep discount from face value or par. The value of a
zero coupon obligation increases over time to reflect the interest accreted.
Such obligations will not result in the payment of interest until maturity, and
will have greater price volatility than similar securities that are issued at
face value or par and pay interest periodically.

Temporary Defensive Investing

The investments and strategies described throughout the prospectus are those the
Advisor intends to use 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 other than those described under
Principal Investment Strategies, or hold U.S. dollars. 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.

INVESTMENT LIMITATIONS

Each Fund has adopted certain investment limitations which are fundamental and
may not be changed without approval by a majority vote of the Fund's outstanding
shares. The term "majority of the Fund's outstanding shares" means the vote of
(i) 67% or more of the Fund's shares present at a meeting, if more than 50% of
the outstanding shares of the Fund are present or represented by proxy, or (ii)
more than 50% of the Fund's outstanding shares, whichever is less.

No Fund may:

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

2. Issue senior securities (as defined in the 1940 Act) except in
connection with permitted borrowings as described below or as permitted
by rule, regulation or order of the SEC.

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

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

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

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

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

The foregoing percentages (except for the limitation on illiquid securities
below) apply at the time of the purchase of a security and shall not be
considered violated unless an excess occurs or exists immediately after and as a
result of a purchase of such security.

NON-FUNDAMENTAL POLICIES

No Fund may invest in illiquid securities in an amount exceeding, in the
aggregate, 10% of the Fund's net assets.

A Fund's goal may be changed without shareholder approval.

MANAGEMENT OF THE FUND

TRUSTEES AND OFFICERS OF THE TRUST

The management and affairs of the Trust are supervised by the Trustees under the
laws governing business trusts in The Commonwealth of Massachusetts. The
Trustees have approved contracts under which certain companies provide essential
management, administrative and other services to the Trust. The Trustees and
executive officers of the Trust and their principal occupations for the last
five years are set forth below.
<TABLE>
<CAPTION>
<S> <C> <C>

Name Age and Address Position with Fund Principal Occupation for past 5 years
-------------------- ------------------ -------------------------------------

Arnold F. Brookstone (04/08/30) Trustee, Chairman Retired. Executive Vice President, Chief Financial
950 N. Michigan Avenue Officer and Planning Officer of Stone Container
Chicago, IL 60611 Corporation (pulp and paper business), 1991-1996

William T. Simpson (07/26/27) Trustee Retired since July 1992
1318 Navajo Court
Louisville, KY 40207

Robert Fietler (11/19/30) Trustee Retired. Chairman of Executive Committee, Board of
179 East Lake Shore Drive Directors, Weyco Group, Inc. (men's footwear), since
Chicago, IL 60611 1996. President and Director, Weyco Group, Inc.,
1968-1996.

James Wynsma (04/19/36) President and CEO** Since April 1992, Vice Chairman LaSalle National Bank
ABN AMRO Asset Management and since May 1999, President, CEO and Director ABN
(USA) Inc. AMRO Asset Management (USA) Inc.
208 S. LaSalle Street
Chicago, IL 60604

Steven Smith (04/20/53) Senior Vice President** Since 1999, Senior Vice President and Director of
ABN AMRO Asset Management Mutual Funds for ABN AMRO Asset Management (USA) Inc.,
(USA) Inc. 1994 - 1999, Senior Vice President and Director of
208 S. LaSalle Street External Distribution (prior to 1996 Director of Retail
Chicago, IL 60604 Distribution), BISYS Fund Services, 1990 - 1994, Senior
Vice President and Director of Institutional Accounts,
Selected Financial Services, Inc., Kemper Corporation.

Michael T. Castino (08/10/62) Vice President** Since July 1997, Vice President, Fund Marketing, of ABN
ABN AMRO Asset Management AMRO Asset Management (USA) Inc. Assistant Vice
(USA) Inc. President, Rembrandt Product Manager of LaSalle
208 S. LaSalle Street National Bank (formerly, LaSalle National Trust, N.A.),
Chicago, IL 60604 June 1995-July 1997. Director of Fund Marketing,
Kemper Financial Services, Inc., October 1991-June 1995.

Kathryn L. Martin (10/23/57) Vice President** Since March 1998, Senior Vice President, Director of
ABN AMRO Asset Management Compliance of ABN AMRO Asset Management (USA) Inc.,
(USA) Inc. June 1995-March 1998. Assistant Vice President,
208 S. LaSalle Street LaSalle Street Capital Management, Ltd. (formerly,
Chicago, IL 60604 Chemical Investment Group), October 1989-June 1995.

Laurie Lynch (08/31/61) Vice President** Since April 1997, Marketing Associate, Fund Marketing
ABN AMRO Asset Management of ABN AMRO Asset Management (USA) Inc. Executive
(USA) Inc. Assistant, LaSalle Street Capital Management, Ltd.,
208 LaSalle Street April 1996-April 1997. Municipal Underwriting
Chicago, IL 60604 Assistant, Fidelity Capital Markets, September
1994-April 1997. Office Administrator, The Choice for
Staffing, March 1992-September 1994.

Michael C. Kardok (07/17/59) Treasurer Vice President and Division Manager, First Data
First Data Investor Services Investor Services Group, Inc.; prior to May 1994, Vice
Group, Inc. President, The Boston Company Advisors, Inc.
4400 Computer Drive
Westborough, MA 01581

** This person is an "affiliated
person" of both the Advisor and the
Trust, as the term is defined in
the 1940 Act.

</TABLE>

<PAGE>

Name Age and Address Position with Fund Principal Occupation for past 5 years
Therese M. Hogan (02/27/62) Vice President and Assistant Director of State Regulation of First Data Investor
First Data Investor Services Treasurer Services Group, Inc., since June 1994. For more than
Group, Inc. eight years prior thereto, a paralegal at Robinson &
4400 Computer Drive Cole in Hartford, CT.
Westborough, MA 01581

Elizabeth Lawrence (01/10/64) Vice President and Assistant Vice President of Client Services for First Data
First Data Investor Services Treasurer Investor Services Group, Inc., since 1988. Prior to
Group, Inc. joining First Data, Ms. Lawrence was at Fidelity
4400 Computer Drive Investments serving in the institutional trading unit
Westborough, MA 01581 and at Merrill, Lynch, Pierce, Fenner and Smith.

Marc Pierce (04/06/62) Vice President** Since September 1998, Compliance Analyst of ABN AMRO
ABN AMRO Asset Management Asset Management (USA) Inc. Compliance Analyst, The
(USA) Inc. Northern Trust Company from August 1996 to September
208 S. LaSalle Street 1998; Tax Analyst, The Northern Trust Company,
Chicago, IL 60604
September 1991 - August 1996.

Name and Address Position with Corporation Principal Operation

Karen DePoutot (10/07/66) Assistant Treasurer Director of Mutual Fund Treasury and Assistant
First Data Investor Services Treasurer for First Data Investor Services Group,
Group, Inc. Inc. since June 1994. Prior to June 1994, Ms.
4400 Computer Drive DePoutot was a Senior Treasury Analyst at The New
Westborough, MA 01581 England and an Assistant Vice President in the
Mutual Fund Accounting Department at The Boston
Company Advisors, Inc.

John H. Grady, Jr. (06/01/61) Assistant Secretary Partner, Morgan, Lewis & Bockius LLP (law firm)
Morgan, Lewis & Bockius LLP since 1995; Associate, Morgan, Lewis & Bockius LLP,
1701 Market Street 1993-1995.
Philadelphia, PA 19103

Richard W. Grant (10/25/45) Assistant Secretary Partner, Morgan, Lewis & Bockius LLP (law firm)
Morgan, Lewis & Bockius LLP since 1989.
1701 Market Street
Philadelphia, PA 19103

For the fiscal year ended
December 31, 1998 (except as noted),
the Trustees
received the following compensation:

</TABLE>

<PAGE>

- --------------------------- -------------------------- -------------------------- --------------------- -------------------------
Total Compensation From
Aggregate Compensation Registrant and Fund
From Registrant through Pension or Retirement Estimated Annual Complex Paid to
Name of Person current Fiscal Year Benefits Accrued as Part Benefits Upon Retirement Directors for Fiscal
POSITION of Fund Expenses Year Ended 1998
- ------------------------ ----------------------- ------------------------ --------------------- -----------------------
- ------------------------ ----------------------- ------------------------ --------------------- -----------------------
Arnold F. Brookstone $3,500 (estimated) N/A N/A $14,000 for service on
Trustee one board
- ------------------------ ---------------------- ---------------------- --------------------- -----------------------
- ------------------------ ----------------------- -------------------------- --------------------- -----------------------
William T. Simpson $3,500(estimated) N/A N/A $14,000 for service on
Trustee one board
- ------------------------ ----------------------- -------------------------- --------------------- -----------------------
- ------------------------ ----------------------- -------------------------- --------------------- -----------------------
John A. Wing None N/A N/A None
Trustee/1/
- ------------------------ ----------------------- -------------------------- --------------------- -----------------------
- ------------------------ ----------------------- -------------------------- --------------------- -----------------------
Robert Fietler $3,500(estimated) N/A N/A $14,000
Trustee
- ------------------------ ----------------------- -------------------------- --------------------- -----------------------
- ------------------------ ----------------------- -------------------------- --------------------- -----------------------
Timothy Leach None N/A N/A N/A
Trustee/1/
- ------------------------ ----------------------- -------------------------- --------------------- -----------------------
</TABLE>

/1/ No longer serves on the Board.

The Trust pays the fees for unaffiliated Trustees who are not "interested
persons" of the Trust. Officers and affiliated Trustees are not compensated by
the Trust.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of September 30, 1999, the Trustees and officers of the Trust owned less than
1% of the outstanding shares of the Funds. As of the same date, there were no
persons owning 5% or more of the outstanding shares of any of the Funds.

<PAGE>

INVESTMENT ADVISORY AND OTHER SERVICES

THE ADVISOR

The Trust and ABN AMRO Asset Management (USA) Inc., 208 South LaSalle Street,
Chicago, Illinois 60604 (the "Advisor"), have entered into an advisory agreement
(the "Advisory Agreement"). The Advisory Agreement provides that the Advisor
shall not be protected against any liability to the Trust or its shareholders by
reason of willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard of its obligations or
duties thereunder.

The Advisor is a direct, wholly-owned subsidiary of ABN AMRO Capital Markets
Holding, Inc., which is an indirect, wholly-owned subsidiary of ABN AMRO Holding
N.V., a Netherlands company. The Administrator and Advisor are affiliated and
under the common control of ABN AMRO Holding N.V.

The continuance of the Advisory Agreement, after the first two years, must be
specifically approved at least annually (i) by the vote of the Trustees, and
(ii) by the vote of a majority of the Trustees who are not parties to the
Agreement or "interested persons" of any party thereto, cast in person at a
meeting called for the purpose of voting on such approval. The Advisory
Agreement will terminate automatically in the event of its assignment, and is
terminable at any time without penalty by the Trustees of the Trust or, with
respect to the Funds by a majority of the outstanding shares of the Funds, on
not less than 30 days' nor more than 60 days' written notice to the Advisor, or
by the Advisor on 90 days' written notice to the Trust. The Advisor is entitled
to receive .10% of each Fund's daily net assets as its advisory fee.

The Advisor structures the Fund's portfolio based on its outlook on: interest
rates, market conditions, and liquidity needs.

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

DISTRIBUTION AND SHAREHOLDER SERVICING

First Data Distributors, Inc., (the "Distributor"), a wholly-owned subsidiary of
First Data Investors Services Group, Inc., 4400 Computer Drive, Westborough,
Massachusetts 01581, and the Trust are parties to a distribution agreement (the
"Distribution Agreement") dated March 2, 1998. The Distribution Agreement shall
be reviewed and ratified at least annually (i) by the Trustees or by the vote of
a majority of the outstanding shares of the Trust, and (ii) by the vote of a
majority of the Trustees of the Trust who are not parties to the Distribution
Agreement or "interested persons" (as defined in the 1940 Act) of any party to
the Distribution Agreement, cast in person at a meeting called for the purpose
of voting on such approval. The Distribution Agreement will terminate in the
event of any assignment, as defined in the 1940 Act, and is terminable with
respect to a particular Fund on not less than 60 days' notice by the Trustees,
by vote of a majority of the outstanding shares of such Fund or by the
Distributor. Under the Distribution Agreement, the Distributor has agreed to use
its best efforts in connection with the distribution of Fund shares. Fund shares
are offered continuously.

SHAREHOLDER SERVICING PLAN

The Trust has adopted a shareholder servicing plan for the Service shares of
each Fund (the "Shareholder Servicing Plan"). Under the Shareholder Servicing
Plan, the Trust pays a fee of .25% of the average daily net assets of the
Service shares. This fee is paid to the Distributor to perform, or to compensate
other service providers for performing, the following shareholder services:
maintaining client accounts; arranging for bank wires; responding to client
inquiries concerning services provided on investments; assisting clients in
changing dividend options, account designations and addresses; sub-accounting;
providing information on share positions to clients; forwarding shareholder
communications to clients; processing purchase, exchange and redemption orders;
providing sweep services; and processing dividend payments. The Distributor may
voluntarily waive all or a portion of its shareholder servicing fee, and may
discontinue its waiver at any time.

It is possible that an intermediary may offer different classes of shares to its
customers and differing services to the classes, and thus receive compensation
with respect to different classes. Intermediaries also may charge separate fees
to their customers.

THE ADMINISTRATOR AND SUB-ADMINISTRATOR

ABN AMRO Fund Services, Inc. (the "Administrator") serves as the Administrator
for the Trust. The Administrator is an affiliate of the Advisor and both are
under common control of ABN AMRO Holding N.V., a Netherlands company. As
Administrator, it provides the Trust with administrative services, including
oversight and monitoring of the sub-administrator, transfer agent, distributor
and custodian. The Administrator is entitled to a fee, which is calculated daily
and paid monthly, at an annual rate of 0.05% of the average daily net assets of
the Funds.

Under the Administration Agreement: (i) the Administrator is entitled to receive
a fee at an annual rate of 0.05% of the average daily net assets of the Funds;
(ii) the Trust may withhold a portion of this fee in the event that the
Administrator fails to perform its duties according to the performance standards
as set forth in the Agreement; and (iii) the Trust agreed to pay the
Administrator $1,500,000 if the Trust terminates the Agreement within the first
year and $750,000 if the Trust terminates the Agreement in the second year. The
Administrator has agreed to waive a portion of its fees through April 2000 in
order to reduce total annual fund operating expenses.

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

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

Under the Sub-Administration Agreement: (i) the Sub-Administrator is entitled to
receive a fee at an annual rate of 0.02% of the average net assets of the Trust;
(ii) the Administrator may withhold a portion of this fee in the event that the
Sub-Administrator fails to perform its duties according to the performance
standards as set forth in the Agreement; and (iii) the Administrator agreed to
pay the Sub-Administrator $1,500,000 if the Administrator terminates the
Agreement within the first year and $750,000 if the Administrator terminates the
Agreement in the second year.

Investor Services Group, a Massachusetts corporation and a wholly-owned
subsidiary of First Data Corporation, has its principal offices at 4400 Computer
Drive, Westborough, Massachusetts 01581. First Data Corporation and its
subsidiaries and affiliates, including Investor Services Group, are leading
providers of funds evaluation services, trust accounting systems, and brokerage
and information services to financial institutions, institutional investors, and
money managers.

THE TRANSFER AGENT

The Trust and Investor Services Group (the "Transfer Agent"), have entered into
a transfer agency agreement (the "Transfer Agency Agreement") dated May 11,
1998. Under the Transfer Agency Agreement, the Transfer Agent is entitled to
receive fees for its services, which may be reduced in the event that the
Transfer Agent fails to meet certain performance standards set forth in the
Agreement. Under the Agreement, the Trust agreed to pay the Transfer Agent
$1,500,000 if the Trust terminates the Agreement within the first year and
$750,000 if it terminates the Agreement during the second year. The Investor
Services Group provides transfer agency services to the Trust at Investor
Services Group's facility located at 3200 Horizon Drive, King of Prussia,
Pennsylvania 19406-10549.

THE CUSTODIAN

The Chase Manhattan Bank, 270 Park Avenue, New York, New York 10017, acts as
custodian of the Trust. The Custodian holds cash, securities, and other assets
of the Trust as required by the Investment Company Act of 1940.

COUNSEL AND AUDITORS

Morgan, Lewis & Bockius LLP serves as counsel to the Trust. Ernst & Young LLP
serves as the independent auditors of the Trust.

BROKERAGE ALLOCATION AND OTHER PRACTICES

PORTFOLIO TRANSACTIONS

The Trust has no obligation to deal with any dealer or group of dealers in the
execution of transactions in portfolio securities. Subject to policies
established by the Trustees, the Advisor is responsible for placing the orders
to execute transactions for the Funds. In placing orders, it is the policy of
the Trust to seek to obtain the best net results taking into account such
factors as price (including the applicable dealer spread), the size, type and
difficulty of the transaction involved, the firm's general execution and
operational facilities, research and the firm's risk in positioning the
securities involved. While the Advisor generally seeks reasonably competitive
spreads or commissions, the Trust will not necessarily be paying the lowest
spread or commission available.

The money market securities in which the Funds invest are traded primarily in
the over-the-counter market. Bonds and debentures are usually traded over-the-
counter, but may be traded on an exchange. The Advisor usually deals directly
with the dealers who make a market in the securities, unless better prices and
execution are available elsewhere. Such dealers usually are acting as principal
for their own account. On occasion, securities may be purchased directly from
the issuer. Money market securities are generally traded on a net basis and do
not normally involve either brokerage commissions or transfer taxes. The cost of
executing portfolio securities transactions of the Trust will primarily consist
of dealer spreads and underwriting commissions.

TRADING PRACTICES AND BROKERAGE

The Advisor selects brokers or dealers to execute transactions for the purchase
or sale of portfolio securities on the basis of their judgment of the
professional capability of the brokers or dealers to provide the service. The
primary consideration is to have brokers or dealers execute transactions at best
price and execution. Best price and execution refer to many factors, including
the price paid or received for a security, the commission charged, the
promptness and reliability of execution, the confidentiality and placement
accorded the order and other factors affecting the overall benefit obtained by
the account on the transaction. The Trust's determination of what are reasonably
competitive rates is based upon the professional knowledge of its trading
department as to rates paid and charged for similar transactions throughout the
securities industry. In some instances, the Trust pays a minimal share
transaction cost when the transaction presents no difficulty. Some trades are
made on a net basis where the Trust either buys securities directly from the
dealer or sells them to the dealer. In these instances, there is no direct
commission charged but there is a spread (the difference between the buy and
sell price) which is the equivalent of a commission.

The Advisor may place a combined order for two or more accounts or Funds engaged
in the purchase or sale of the same security if, in their judgment, joint
execution is in the best interest of each participant and will result in best
price and execution. Transactions involving commingled orders are allocated in a
manner deemed equitable to each account or Fund. It is believed that an ability
to participate in volume transactions will generally be beneficial to the
accounts and Funds. Although it is recognized that, in some cases, the joint
execution of orders could adversely affect the price or volume of the security
that a particular account or Fund may obtain, it is the opinion of the Advisor
and the Trust's Board of Trustees that the advantages of combined orders
outweigh the possible disadvantages of separate transactions.

Consistent with the Conduct Rules of the National Association of Securities
Dealers, Inc., and subject to seeking best price and execution, the Funds may
place orders with broker-dealers which have agreed to defray certain Trust
expenses such as custodian fees, and may, at the request of the Distributor,
give consideration to sales of shares of the Trust as a factor in the selection
of brokers and dealers to execute Trust portfolio transactions.

The broker-dealers who execute transactions on behalf of the Funds and who are
affiliates of the Fund's Advisor are brokers in the ABN AMRO International
brokerage network.

DESCRIPTION OF THE TRUST

The Declaration of Trust authorizes the issuance of an unlimited number of
shares of the Funds each of which represents an equal proportionate interest in
that Fund with each other share. Shares are entitled upon liquidation to a pro
rata share in the net assets of the Funds. Shareholders have no preemptive
rights. The Declaration of Trust provides that the Trustees of the Trust may
create additional series of shares. All consideration received by the Trust for
shares of any additional series and all assets in which such consideration is
invested would belong to that series and would be subject to the liabilities
related thereto. Share certificates representing shares will not be issued.

Each share held entitles the shareholder of record to one vote. Shareholders of
each Fund or class will vote separately on matters relating solely to that Fund
or class. As a Massachusetts business trust, the Trust is not required to hold
annual shareholder meetings but such meetings will be held from time to time to
seek approval for certain changes in the operation of the Trust and for the
election of Trustees under certain circumstances. In addition, a Trustee may be
removed by the remaining Trustees or by shareholders at a special meeting called
upon written request of shareholders owning at least 10% of the outstanding
shares of the Trust. In the event that such a meeting is requested, the Trust
will provide appropriate assistance and information to the shareholders
requesting the meeting.

The Trust pays its expenses, including fees of its service providers, audit and
legal expenses, expenses of preparing prospectuses, proxy solicitation material
and reports to shareholders, costs of custodial services and registering the
shares under Federal and state securities laws, pricing, insurance expenses,
litigation and other extraordinary expenses, brokerage costs, interest charges,
taxes and organization expenses.

PURCHASE AND REDEMPTION OF SHARES

It is currently the Trust's policy to pay for all redemptions in cash. The Trust
retains the right, however, to alter this policy to provide for redemptions in
whole or in part by a distribution in-kind of securities held by the Funds in
lieu of cash. Shareholders may incur brokerage charges and taxes on the sale of
any such securities so received in payment of redemptions. However, a
shareholder will at all times be entitled to aggregate cash redemptions from all
series (including the Funds) of the Trust during any 90-day period of up to the
lesser of $250,000 or 1% of the Trust's net assets.

Your purchase request may be canceled if the Custodian does not receive federal
funds before net asset value is determined on the next Business Day, and you
could be liable for any fees or expenses incurred by the Trust.

A redemption request submitted by mail must be received by the Transfer Agent in
order to constitute a valid request for redemption. The Transfer Agent may
require that the signature on the written request be guaranteed by a bank which
is a member of the Federal Deposit Insurance Corporation, a trust company,
broker dealer, credit union (if authorized under state law), securities exchange
or association, clearing agency or savings association. This signature guarantee
requirement will be waived if all of the following conditions apply: (1) the
redemption is for $5,000 worth of shares or less, (2) the redemption check is
payable to the shareholder(s) of record, and (3) the redemption check is mailed
to the shareholder(s) at the address of record or to a commercial bank account
previously designated either on the Account Application or by written
instruction to the Transfer Agent.

You may redeem your Shares by writing checks on your account. Once you have
signed and returned a signature card, you will receive a supply of checks. A
check may be made payable to any person, and your account will continue to earn
dividends until the check clears.

Because of the difficulty of determining in advance the exact value of a Fund
account, you may not use a check to close your account. The checks are free, but
your account may be charged a fee for stopping payment of a check upon your
request or if the check cannot be honored because of insufficient funds or other
valid reasons.

The Trust reserves the right to suspend the right of redemption and/or to
postpone the date of payment upon redemption for any period on which trading on
the New York Stock Exchange is restricted, or during the existence of an
emergency (as determined by the SEC by rule or regulation) as a result of which
disposal or valuation of the Fund's securities is not reasonably practicable, or
for such other periods as the SEC has by order permitted. The Trust also
reserves the right to suspend sales of shares of the Fund for any period during
which the New York Stock Exchange, the Advisor, the Administrator and/or the
Custodian are not open for business.

Neither the Trust nor the Transfer Agent will be responsible for any loss,
liability, cost or expense for acting upon wire instructions or upon telephone
instructions that it reasonably believes to be genuine. The Trust and the
Transfer Agent will each employ reasonable procedures to confirm that
instructions communicated by telephone are genuine, including requiring a form
of personal identification prior to acting upon instructions received by
telephone and recording telephone instructions. If market conditions are
extraordinarily active, or other extraordinary circumstances exist, and a
financial intermediary experiences difficulties placing redemption orders by
telephone, the intermediary may wish to consider placing the order by other
means.

Share certificates are issued only upon written request. No certificates are
issued for fractional shares.

Fund shares cannot be purchased by wire on Federal holidays that restrict wire
transfers or on a day when the Federal Reserve is closed. 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.

Effective September 1, 1999, the Trust has authorized certain brokers and
intermediaries to accept on its behalf purchase and redemption orders under
certain terms and conditions. These brokers and intermediaries are authorized to
designate other parties to accept purchase and redemption orders on a Fund's
behalf subject to those terms and conditions. Under this arrangement, a Fund
will be deemed to have received a purchase or redemption order when an
authorized broker or intermediary or, if applicable, authorized designee,
accepts the order in accordance with a Fund's instructions. Customer orders that
are properly transmitted to a Fund will be priced at the net asset value per
share computed after the order is accepted by the authorized broker,
intermediary or designee.

If you own shares that are registered in your intermediary's name, and you want
to change 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.

Telephone transactions with the Funds to buy, sell or exchange Fund shares are
extremely convenient, but not without risk. In order 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 are not 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. If your intermediary chooses to make
telephone transactions, you and your intermediary will generally bear the risk
of any loss.

You, or your intermediary, may not close your account by telephone.

<PAGE>

Provision of Taxpayer Identification Numbers

Federal regulations require that you provide a certfied Taxpayer Identification
Number ("TIN") upon opening or reopening an account. Failure to furnish a
certified TIN to the Fund could subject you to a $50 penalty imposed by the
Internal Revenue Service

Dividend Reinvestment

To elect cash payment of dividends instead of automatic reinvestment in Fund
shares, 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.

SHAREHOLDER LIABILITY

The Trust is an entity of the type commonly known as a "Massachusetts business
trust." Under Massachusetts law, shareholders of such a trust, under certain
circumstances, could be held personally liable as partners for the obligations
of the Trust. Even if, however, the Trust were held to be a partnership, the
possibility of shareholders incurring financial loss for that reason appears
remote because the Trust's Declaration of Trust contains an express disclaimer
of shareholder liability for obligations of the Trust and requires that notice
of such disclaimer be given in each agreement, obligation or instrument entered
into or executed by or on behalf of the Trust or the Trustees, and because the
Declaration of Trust provides for indemnification out of the Trust property for
any shareholder held personally liable for the obligations of the Trust.

DETERMINATION OF NET ASSET VALUE

The net asset value per share of the Funds is calculated by adding the value of
securities and other assets, subtracting liabilities and dividing by the total
number of outstanding shares. Although the methodology and procedures are
identical, the net asset value per share of Institutional shares and Service
shares within the Funds may differ because of the shareholder servicing expenses
charged to Service shares.

Securities of the Funds will be valued by the amortized cost method, which
involves valuing a security at its cost on the date of purchase and thereafter
(absent unusual circumstances) assuming a constant amortization to maturity of
any discount or premium, regardless of the impact of fluctuations in general
market rates of interest on the value of the instrument. While this method
provides certainty in valuation, it may result in periods during which a
security's value, as determined by this method, is higher or lower than the
price the Fund would receive if it sold the instrument. During periods of
declining interest rates, the daily yield of the Fund may tend to be higher than
a like computation made by a company with identical investments utilizing a
method of valuation based upon market prices and estimates of market prices for
all of its portfolio securities. Thus, if the use of amortized cost by the Fund
resulted in a lower aggregate portfolio value on a particular day, a prospective
investor in the Fund would be able to obtain a somewhat higher yield than would
result from investment in a company utilizing solely market values, and existing
investors in the Fund would experience a lower yield. The converse would apply
in a period of rising interest rates.

A Fund's use of amortized cost and the maintenance of the Fund's net asset value
at $1.00 are permitted by Rule 2a-7 under the 1940 Act, provided that certain
conditions are met. Rule 2a-7 also requires the Trustees to establish procedures
which are reasonably designed to stabilize the net asset value per share at
$1.00 for the Funds. Such procedures include the determination of the extent of
deviation, if any, of the Funds' current net asset value per share calculated
using available market quotations from the Funds' amortized cost price per share
at such intervals as the Trustees deem appropriate and reasonable in light of
market conditions and periodic reviews of the amount of the deviation and the
methods used to calculate such deviation. In the event that such deviation
exceeds 1/2 of 1%, the Trustees are required to consider promptly what action,
if any, should be initiated, and, if the Trustees believe that the extent of any
deviation may result in material dilution or other unfair results to
shareholders, the Trustees are required to take such corrective action as they
deem appropriate to eliminate or reduce such dilution or unfair results to the
extent reasonably practicable. Such actions may include the sale of portfolio
instruments prior to maturity to realize capital gains or losses or to shorten
average portfolio maturity; withholding dividends; redeeming shares in kind; or
establishing a net asset value per share by using available market quotations.
In addition, if the Funds incur a significant loss or liability, the Trustees
have the authority to reduce pro rata the number of shares of the Funds in each
shareholder's account and to offset each shareholder's pro rata portion of such
loss or liability from the shareholder's accrued but unpaid dividends or from
future dividends while each other Fund must annually distribute at least 90% of
its investment company taxable income.

TAXATION

The following is only a summary of certain income tax considerations generally
affecting a Fund and its shareholders, and is not intended as a substitute for
careful tax planning. Shareholders are urged to consult their tax advisers with
specific reference to their own tax situations, including their state and local
income tax liabilities.

FEDERAL INCOME TAX

This discussion of Federal income tax consequences is based on the Internal
Revenue Code of 1986 (the "Code"), and the regulations issued thereunder, in
effect on the date of this Statement of Additional Information. New legislation,
as well as administrative changes or court decisions, may change the conclusions
expressed herein, and may have a retroactive effect with respect to the
transactions contemplated herein. No attempt has been made to present a detailed
explanation of the Federal, state, or local income tax treatment of a Fund or
its shareholders. In addition, state and local tax consequences on an investment
in a Fund may differ from the Federal income tax consequences described below.
Accordingly, you are urged to consult your tax advisor regarding specific
questions as to Federal, state, and local income taxes.

TAX STATUS OF THE FUNDS

Each Fund is treated as a separate entity for Federal income tax purposes and is
not combined with the other Funds or other series of the Trust. Each Fund
intends to qualify for the special tax treatment afforded regulated investment
companies as defined under Subchapter M of the Code. As long as each Fund
qualifies for this special tax treatment, it will be relieved of Federal income
tax on that part of its net investment income and net capital gains (the excess
of net long-term capital gain over net short-term capital loss) which is
distributed to shareholders.

In order to qualify for treatment as a RIC under the Code, each Fund must
distribute annually to its shareholders at least the sum of 90% of its net
investment income excludable from gross income plus 90% of its investment
company taxable income (generally, net investment income plus net short-term
capital gain) (the "Distribution Requirement") and also must meet several
additional requirements. Among these requirements are the following: (a) at
least 90% of a Fund's gross income each taxable year must be derived from
dividends, interest, payments with respect to securities loans, and gains from
the sale or other disposition of stock or securities, or certain other income;
and (b) diversify its holdings so that: (i) at the close of each quarter of a
Fund's taxable year, at least 50% of the value of its total assets must be
represented by cash and cash items, U.S. Government securities, securities of
other RICs and other securities, with such other securities limited, in respect
to any one issuer, to an amount that does not exceed 5% of the value of a Fund's
assets and that does not represent more than 10% of the outstanding voting
securities of such issuer; and (ii) at the close of each quarter of a Fund's
taxable year, not more than 25% of the value of its assets may be invested in
securities (other than U.S. Government securities or the securities of other
RICs) of any one issuer or of two or more issuers which are engaged in the same,
similar or related trades or businesses if the Fund owns at least 20% of the
voting power of such issuers.

Notwithstanding the Distribution Requirement described above, which only
requires a Fund to distribute at least 90% of its annual investment company
taxable income and does not require any minimum distribution of net capital gain
(the excess of net long-term capital gain over net short-term capital loss), a
Fund will be subject to a nondeductible 4% excise tax to the extent it fails to
distribute by the end of any calendar year 98% of its ordinary income for that
year and 98% of its capital gain net income for the one-year period ending on
October 31 of that year, plus certain other amounts. Each Fund intends to make
sufficient distributions to avoid liability for the 4% federal excise tax.

TAX STATUS OF DISTRIBUTIONS

Each Fund will distribute substantially all of its net investment income
(including, for this purpose, net short-term capital gain) to shareholders.
Distributions from net investment income will be taxable to you as ordinary
income whether received in cash or in additional shares. Any net capital gains
will be distributed annually as capital gains and will be treated as gain from
the sale or exchange of capital assets held for more than one year, regardless
of how long you have held shares and regardless of whether the distributions are
received in cash or in additional shares. Each Fund will notify you annually of
the Federal income tax character of all distributions.

Certain securities purchased by a Fund (such as STRIPS, TRS, TIGRs and CATS) are
sold at original issue discount, and thus do not make periodic cash interest
payments. A Fund will be required to include as part of its current income the
imputed interest on such obligations even though the Fund has not received any
interest payments on such obligations during that period. [Because each Fund
distributes substantially all of its net investment income to shareholders, a
Fund may have to sell portfolio securities to distribute such income, which may
occur at a time when the Advisor would not have chosen to sell such securities
and which may result in a taxable gain or loss.]

Income received on U.S. obligations is exempt from tax at the state level when
received directly by a Fund and may be exempt, depending on the state, when
received by you as income dividends from the Fund, provided certain state-
specific conditions are satisfied. Each Fund will inform you annually of the
percentage of income and distributions derived from U.S. obligations. You should
consult your tax advisor to determine whether any portion of the income
dividends received from a Fund is considered tax exempt in your particular
state.

Dividends declared by a Fund in October, November or December of any year and
payable to shareholders of record on a date in that month will be deemed to have
been paid by the Fund and received by shareholders on December 31 of that year,
if paid by the Fund at any time during the following January.

If for any taxable year a Fund does not qualify as a RIC, all of its taxable
income will be subject to tax at regular corporate rates without any deduction
for distributions to shareholders. In such case, distributions (including
capital gains distributions) will be taxable as ordinary dividends to the extent
of the Fund's current and accumulated earnings and profits.

STATE TAXES

A Fund is not liable for any income or franchise tax in Massachusetts if it
qualifies as a RIC for federal income tax purposes. Distributions by the Funds
to shareholders and the ownership of shares may be subject to state and local
taxes. Shareholders should verify their state and local tax liability with their
tax advisors.

GENERAL INFORMATION ABOUT FUND PERFORMANCE

From time to time a Fund may advertise its current yield and effective compound
yield. Both yield figures are based on historical earnings and are not intended
to indicate future performance. The current yield of a Fund refers to the income
generated by an investment in the Fund over a seven-day period (which period
will be stated in the advertisement). This income is then annualized. That is,
the amount of income generated by the investment during that week is assumed to
be generated each week over a 52-week period and is shown as a percentage of the
investment. The effective compound yield is calculated similarly, but when
annualized, the income earned by an investment in a Fund is assumed to be
reinvested. The effective compound yield will be slightly higher than the
current yield because of the compounding effect of this assumed reinvestment.

A Fund may periodically compare its performance to that of other mutual funds
tracked by mutual fund rating services (such as Lipper Analytical Securities
Corp.) or by financial and business publications and periodicals, broad groups
of comparable mutual funds or unmanaged indices which may assume investment of
dividends but generally do not reflect deductions for administrative and
management costs. A Fund may quote services such as Morningstar, Inc., a service
that ranks mutual funds on the basis of risk-adjusted performance, and Ibbotson
Associates of Chicago, Illinois, which provides historical returns of the
capital markets in the U.S. A Fund may use long-term performance of these
capital markets to demonstrate general long-term risk versus reward scenarios
and could include the value of a hypothetical investment in any of the capital
markets. A Fund may also quote financial and business publications and
periodicals as they relate to fund management, investment philosophy, and
investment techniques.

A Fund may quote various measures of volatility and benchmark correlation in
advertising, and may compare these measures to those of other funds. Measures of
volatility attempt to compare historical share price fluctuations or total
returns to benchmark while measures of benchmark correlation indicate the
validity of a comparative benchmark. Measures of volatility and correlation are
calculated using averages of historical data and cannot be precisely calculated.

The performance of Institutional shares will normally be higher than that of
Service shares because of the additional shareholder service expenses charged to
Service shares.
COMPUTATION OF YIELD

From time to time the Funds may advertise their current yield and effective
compound yield. Both yield figures are based on historical earnings and are not
intended to indicate future performance. The yield of the Funds refers to the
income generated by an investment in a Fund over a seven-day period (which
period will be stated in the advertisement). This income is then "annualized."
That is, the amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is shown as a
percentage of the investment. The effective yield is calculated similarly but,
when annualized, the income earned by an investment in a Fund is assumed to be
reinvested. The effective yield will be slightly higher than the yield because
of the compounding effect of this assumed reinvestment.

The current yield of the Funds will be calculated daily based upon the seven
days ending on the date of calculation ("base period"). The yield is computed by
determining the net change (exclusive of capital changes) in the value of a
hypothetical pre-existing shareholder account having a balance of one share at
the beginning of the period, subtracting a hypothetical charge reflecting
deductions from shareholder accounts, and dividing such net change by the value
of the account at the beginning of the same period to obtain the base period
return and multiplying the result by (365/7). Realized and unrealized gains and
losses are not included in the calculation of the yield. The effective yield of
the Funds is determined by computing the net change, exclusive of capital
changes, in the value of a hypothetical pre-existing account having a balance of
one share at the beginning of the period, subtracting a hypothetical charge
reflecting deductions from shareholder accounts, and dividing the difference by
the value of the account at the beginning of the base period to obtain the base
period return, and then compounding the base period return by adding 1, raising
the sum to a power equal to 365 divided by 7, and subtracting 1 from the result,
according to the following formula: Effective Yield = (Base Period Return +
1(365/7) - 1. The current and the effective yields reflect the reinvestment of
net income earned daily on portfolio assets.

Yield = 2[((a-b)/(cd) + 1)/6/ - 1] where a = dividends and interest earned
during the period; b = expenses accrued for the period (net of reimbursement); c
= the current daily number of shares outstanding during the period that were
entitled to receive dividends; and d = the maximum offering price per share on
the last day of the period.

The yield of these Funds fluctuates, and the annualization of a week's dividend
is not a representation by the Trust as to what an investment in the Fund will
actually yield in the future. Actual yields will depend on such variables as
asset quality, average asset maturity, the type of instruments the Fund invests
in, changes in interest rates on money market instruments, changes in the
expenses of the Fund and other factors.

Yields are one basis upon which investors may compare the Funds with other money
market funds; however, yields of other money market funds and other investment
vehicles may not be comparable because of the factors set forth above and
differences in the methods used in valuing portfolio instruments.

LIMITATION OF TRUSTEES' LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for his
own willful defaults and, if reasonable care has been exercised in the selection
of officers, agents, employees or investment advisers, shall not be liable for
any neglect or wrongdoing of any such person. The Declaration of Trust also
provides that the Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with actual or threatened
litigation in which they may be involved because of their offices with the Trust
unless it is determined in the manner provided in the Declaration of Trust that
they have not acted in good faith in the reasonable belief that their actions
were in the best interests of the Trust. However, nothing in the Declaration of
Trust shall protect or indemnify a Trustee against any liability for his willful
misfeasance, bad faith, gross negligence or reckless disregard of his duties.

<PAGE>

APPENDIX

Ratings
NRSROs provide ratings for certain instruments in which the Funds may invest.
[For example, bonds rated in the fourth highest rating category (investment
grade bonds) have an adequate capacity to pay principal and interest, but may
have speculative characteristics as well.] The quality standards of debt
securities and other obligations as described for the Funds must be satisfied at
the time an investment is made. In the event that an investment held by a Fund
is assigned a lower rating or ceases to be rated, the Advisor will promptly
reassess whether such security presents suitable credit risks and whether the
Fund should continue to hold the security or obligation in its portfolio. If a
portfolio security or obligation no longer presents suitable credit risks or is
in default, the Fund will dispose of the security or obligation as soon as
reasonably practicable unless the Trustees of the Trust determine that to do so
is not in the best interest of the Fund. The Funds may invest in unrated
securities that the Advisor determines to be of comparable quality at the time
of purchase.

Description of Commercial Paper Ratings

The following descriptions of commercial paper ratings have been published by
Standard & Poor's Corporation ("S&P"), Moody's Investors Service, Inc.
("Moody's"), Fitch Investors Service, Inc. ("Fitch"), Duff & Phelps, Inc.
("Duff") and IBCA Limited and IBCA, Inc. (together, "IBCA").

Commercial paper rated A by S&P is regarded by S&P as having the greatest
capacity for timely payment. Issues rated A are further refined by use of the
numbers 1, 1+ and 2, to indicate the relative degree of safety. Issues rated A-
1+ are those with "extremely strong safety characteristics." Those rated A-1,
the highest rating category, reflect a "satisfactory" degree of safety regarding
timely payment. Those rated A-2, the second highest rating category, reflect a
safety regarding timely payment but not as high as A-1.

Commercial paper issues rated Prime-1 or Prime-2 by Moody's are judged by
Moody's to be of "superior" quality and "strong" quality respectively on the
basis of relative repayment capacity.

The rating F-1+ (Exceptionally Strong) is the highest commercial paper rating
assigned by Fitch.. Paper rated Fitch-1+ is regarded as having the strongest
degree of assurance for timely payment. Paper rated F-1 (Very Strong) reflects
an assurance of timely payment only slightly less in degree than paper rated
F-1+ the strongest issues.

The rating Duff-1 is the highest commercial paper rating assigned by Duff. Paper
rated Duff-1 is regarded as having very high certainty of timely payment with
excellent liquidity factors which are supported by good fundamental protection
factors. Risk factors are minor. Duff has incorporated gradations of 1+ and 1-
to assist investors in recognizing quality differences within this highest tier.
Paper rated Duff-1+ has the highest certainty of timely payment, with
outstanding short-term liquidity and safety just below risk-free U.S. Treasury
short-term obligations. Paper rated Duff-1- has high certainty of timely payment
with strong liquidity factors which are supported by good fundamental protection
factors. Risk factors are very small. Paper rated Duff-2 is regarded as having
good certainty of timely payment, good access to capital markets (although
ongoing funding may enlarge total financing requirements) and sound liquidity
factors and company fundamentals. Risk factors are small.

The designation A1, the highest rating category established by IBCA indicates
that the obligation is supported by a very strong capacity for timely repayment.
Those obligations rated A1+ are supported by the highest capacity for timely
repayment. Obligations rated A2, the second highest rating category, are
supported by a satisfactory capacity for timely repayment, although such
capacity may be susceptible to adverse changes in business, economic or
financial conditions.

Description of Corporate Bond Ratings

The following descriptions of corporate bond ratings have been published by S&P,
Moody's, Fitch, Duff and IBCA.

Bonds rated AAA have the highest rating S&P assigns to a debt obligation. Such a
rating indicates an extremely strong capacity to pay principal and interest.
Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay
principal and interest is very strong, and differs from AAA issues only in small
degree. Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

[Bonds which are rated BBB are considered as medium-grade obligations (i.e.,
they are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.]

Bonds which are rated Aaa by Moody's are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged". Interest payments are protected by a large, or an exceptionally
stable, margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues. Bonds rated Aa by
Moody's are judged by Moody's to be of high quality by all standards. Together
with bonds rated Aaa, they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risk appear somewhat larger than in Aaa securities.

Bonds which are rated A possess many favorable investment attributes and are to
be considered as upper-medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

[Debt rated Baa is regarded as having an adequate capacity to pay interest and
repay principal. Whereas it normally exhibits adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay interest and repay principal for debt in this
category than in higher rated categories.]

Bonds rated AAA by Fitch are judged by Fitch to be strictly high grade, broadly
marketable, suitable for investment by trustees and fiduciary institutions
liable to but slight market fluctuation other than through changes in the money
rate. The prime feature of an AAA bond is a showing of earnings several times or
many times interest requirements, with such stability of applicable earnings
that safety is beyond reasonable question whatever changes occur in conditions.

Bonds rated AA by Fitch are judged by Fitch to be of safety virtually beyond
question and are readily salable, whose merits are not unlike those of the AAA
class, but whose margin of safety is less strikingly broad. The issue may be the
obligation of a small company, strongly secured but influenced as to rating by
the lesser financial power of the enterprise and more local type market. Fitch
uses plus and minus signs to indicate the relative position of a credit within
the AA rating category. Bonds rated AAA by Fitch are considered to be investment
grade and of the highest credit quality. The obligor has an exceptionally strong
ability to pay interest and repay principal, which is unlikely to be affected by
reasonably foreseeable events. Bonds rated AA by Fitch are considered to be
investment grade and of very high credit quality. The obligor's ability to pay
interest and repay principal is very strong, although not quite as strong as
bonds rated AAA. Because bonds rated in the AAA and AA categories are not
significantly vulnerable to foreseeable future developments, short-term debt of
these issuers is generally rated F-1+.

Fitch uses plus and minus signs to indicate the relative position of a credit
within the AA rating category. Bonds rated Duff-1 are judged by Duff to be of
the highest credit quality with negligible risk factors; only slightly more than
for risk-free U.S. Treasury debt. Bonds rated AA by Duff are judged to be of
high credit quality. Protection factors are strong. Risk is modest but may vary
slightly from time to time because of economic conditions.

Obligations rated AAA by IBCA have the lowest expectation of investment risk.
Capacity for timely repayment of principal and interest is substantial, such
that adverse changes in business, economic or financial conditions are unlikely
to increase investment risk significantly. Obligations for which there is a very
low expectation of investment risk are rated AA by IBCA. Capacity for timely
repayment of principal and interest is substantial. Adverse changes in business,
economic or financial conditions may increase investment risk albeit not very
significantly.

<PAGE>

ABN AMRO FUNDS

PART C: OTHER INFORMATION
Post Effective Amendment No. 19

Item 23. Exhibits

a(1) Agreement and Declaration of Trust and Amendment thereto as originally
filed as Exhibit 1 to Registrant's initial Registration Statement on
October 2, 1992 and incorporated by reference to Exhibit 1
Post-Effective Amendment No. 11, filed April 29, 1997.

a(2) Amendment dated October 20, 1992 to Registrant's Agreement and
Declaration of Trust as originally filed as Exhibit 1(b) with
Registrant's Pre-Effective Amendment No. 1 filed on December 3, 1992
and incorporated by reference to Exhibit 1(a) Post-Effective Amendment
No. 11, filed April 29, 1997.

a(3) Amendment dated April 27, 1998 to Registrant's Agreement and Declaration of
Trust is incorporated by reference to Exhibit 1(b) Post-Effective Amendment No.
16, filed June 30, 1998.

b(1) Registrant's By-Laws as originally filed as Exhibit 2 with Registrant's
initial Registration Statement on October 2, 1992 and incorporated by
reference to Exhibit 2 Post-Effective Amendment No. 11, filed April 29,
1997.

b(2) Registrant's restated By-Laws as of March 11, 1998 are incorporated by
reference to
Exhibit 2 Post-Effective Amendment No. 16, filed June 30, 1998.

b(3) Amendment to Registrant's By-Laws is incorporated by reference to Exhibit
2(a) Post-Effective Amendment No. 16, filed June 30, 1998.

c Not applicable.

d(1) Investment Advisory Agreement with LaSalle Street Capital Management, Ltd.
as originally filed as Exhibit 5(b) with Registrant's initial Registration
Statement on October 2, 1992 and incorporated by reference to Exhibit 5
Post-Effective Amendment No. 11, filed April 29, 1997.

d(2) Form of Amendment to Schedule A to Investment Advisory Agreement dated
December 31, 1992 is incorporated by reference to Exhibit 5(a)
Post-Effective Amendment No. 16, filed June 30, 1998.

d(3) Amendment to Schedule A to the Investment Advisory Agreement between
ABN AMRO Asset Management (USA) Inc. and the Registrant, on behalf of
the Institutional Prime Money Market Fund, Institutional Treasury Money
Market Fund and the Institutional Government Money Market Fund, dated
September 16, 1999 to be filed by subsequent amendment.

d(4) Contractual Advisory Agreement between Registrant and ABN AMRO Asset
Management (USA) Inc. dated March 30, 1999 is incorporated by reference to
Exhibit h(10) Post-Effective Amendment No. 18, filed May 4, 1999.

d(5) Investment Sub-Advisory Agreement between LaSalle Street Capital Management
Ltd., on behalf of the Registrant, and ABN AMRO-NSM International Funds
Management B.V. as originally filed as Exhibit 5(c) with Registrant's
Pre-Effective Amendment No. 1 and incorporated by reference to Exhibit 5(a)
Post-Effective Amendment No. 11, filed April 29, 1997.

e(1) Distribution Agreement as originally filed as Exhibit 6 with Registrant's
Pre-Effective Amendment No. 1 and incorporated by reference to Exhibit 6
Post-Effective Amendment No. 11, filed April 29, 1997.

e(2) Distribution Agreement between the Registrant and First Data Distributors,
Inc. dated February 26, 1998 is incorporated by reference to Exhibit 6(a)
Post-Effective Amendment No. 15, filed April 28, 1998.

e(3) Form of Amendment to Schedule A to the Distribution Agreement, dated
February 26, 1998 is incorporated by reference to Exhibit 6(a)
Post-Effective Amendment No. 16, filed June 30, 1998.

e(4) Form of Amendment to Schedule A to the Distribution Agreement between
the Registrant, on behalf of the Institutional Prime Money Market Fund,
Institutional Treasury Money Market Fund and the Institutional
Government Money Market Fund, and First Data Distributors, Inc., dated
September 16, 1999, to be filed by subsequent amendment.

f Not applicable.

g(1) Custodian Agreement as originally filed as Exhibit 8(a) with Registrant's
Pre-Effective Amendment No. 1 and incorporated by reference to Exhibit 8
Post-Effective Amendment No. 11, filed April 29, 1997.

g(2) Sub-Custodian Agreement between CoreStates Bank, N.A. and Barclays Bank PLC
as filed as Exhibit 8(a)(1) to Post-Effective Amendment No. 6 to Registrant's
Registration Statement on Form N-1A (File No. 33-52784), filed on January 13,
1995.

g(3) Global Custody Agreement between the Registrant and The Chase Manhattan
Bank, dated August 13, 1998, to be filed by subsequent amendment.

g(4) Amendment to Schedule A to the Global Custody Agreement, dated August
13, 1998, between the Registrant and The Chase Manhattan Bank to be
filed by subsequent amendment.

h(1) Transfer Agency and Services Agreement, dated February 26, 1998, between
the Registrant and First Data Investor Services Group, Inc. is incorporated by
reference to Exhibit 8(b) Post-Effective Amendment No. 16, filed June 30, 1998.

h(2) Amendment to Exhibit 1 to the Transfer Agency and Services Agreement,
dated February 26, 1998, is incorporated by reference to Exhibit 8(c)
Post-Effective Amendment No. 16, filed June 30, 1998.

h(3) Amendment to Exhibit 1 to the Transfer Agency and Services Agreement,
dated February 26, 1998, to be filed by subsequent amendment.

h(4) Administration Agreement as originally filed as Exhibit 5(a) with
Registrant's Pre-Effective Amendment No. 1 filed on December 3, 1992 and
incorporated by reference to Exhibit 9, Post-Effective Amendment No. 11, filed
April 29, 1997.

h(5) Consent to Assignment and Assumption (of the Administration Agreement)
incorporated by reference to Exhibit 9(a), Post-Effective Amendment No. 12 to
Registrant's Registration Statement on Form N-1A (File No. 33-52784), filed with
the Securities and Exchange Commission on October 17, 1997.

h(6) Administration Agreement between the Registrant and First Data Investor
Services Group, Inc., is incorporated by reference to Exhibit 9(c)
Post-Effective Amendment No. 15, filed April 28, 1998.

h(7) Contractual Administrative Agreement between Registrant and ABN AMRO Fund
Services, Inc. dated March 30, 1999 is incorporated by reference to Exhibit
h(11) Post-Effective Amendment No. 18, filed May 4, 1999.

h(8) Administration and Fund Accounting Agreement between the Registrant and
ABN AMRO Fund Services, Inc., is incorporated by reference to Exhibit
h(8) Post-Effective Amendment No. 17, filed March 1, 1999.

h(9) Form of Amendment to Administration and Fund Accounting Agreement
between the Registrant, on behalf of the Institutional Prime Money
Market Fund, Institutional Treasury Money Market Fund and the
Institutional Government Money Market Fund, and ABN AMRO Fund Services,
Inc. to be filed by subsequent amendment.

h(10) Contractual Administrative Agreement between Registrant, on behalf of
the Institutional Prime Money Market Fund, Institutional Treasury Money
Market Fund and the Institutional Government Money Market Fund, and ABN
AMRO Fund Services, Inc., to be filed by subsequent amendment.

h(11) Sub-Administration and Fund Accounting Agreement between First Data
Investor Services Group, Inc. and ABN AMRO Fund Services, Inc., is incorporated
by reference to Exhibit h(9) Post-Effective Amendment No. 17, filed March 1,
1999.

h(12) Form of Amendment to Sub-Administration and Fund Accounting Agreement
between First Data Investor Services Group, Inc. and ABN AMRO Fund Services,
Inc., to be filed by subsequent amendment.

h(13) Shareholder Servicing Agent Agreement for Investor Class shares between
the Registrant and First Data Distributors, Inc. is incorporated by reference to
Exhibit 9(a) Post-Effective Amendment No. 16, filed June 30, 1998.

h(14) Form of Shareholder Servicing Agent Agreement for Institutional Service
Class shares between the Registrant and First Data Distributors, Inc. to be
filed by subsequent amendment.

h(15) Shareholder Service Plan and Agreement between Rembrandt Funds and
Rembrandt Financial Services Company dated August 4, 1997 incorporated by
reference to Exhibit 9(b), Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A (File No. 33-52784), filed on October 17,
1997.

h(16) Shareholder Service Plan and Agreement between the Registrant and First
Data Distributors, Inc. is incorporated by reference to Exhibit 9(b)
Post-Effective Amendment No. 16, filed June 30, 1998.

h(17) Form of Shareholder Servicing Plan for Institutional Service Class Shares
between the Registrant and First Data Distributors, Inc. to be filed by
subsequent amendment.

i Opinion and Consent of Counsel as originally filed as Exhibit 10 with
Registrant's Post-Effective Amendment No. 2 and incorporated by reference
to Exhibit 10 of Post-Effective Amendment No. 11, filed April 29, 1997.

j Not applicable.

k Not applicable.

l(1) Purchase Agreement between the Registrant and First Data Distributors, Inc.
is incorporated by reference to Exhibit 13, Post-Effective Amendment No. 16,
filed June 30, 1998.

l(2) Purchase Agreement between the Registrant, on behalf of the Institutional
Prime Money Market Fund, Institutional Treasury Money Market Fund and the
Institutional Government Money Market Fund, and First Data Distributors,
Inc. to be filed by subsequent amendment.

m(1) Distribution Plan - Investor Class as originally filed as Exhibit 15 with
Registrant's Pre-Effective Amendment No. 1 and incorporated by reference to
Exhibit 15 of Post-Effective Amendment No. 11, filed April 29, 1997.

m(2) Distribution Plan - Investor Class between the Registrant and First Data
Distributors, Inc. as of February 26, 1998 is incorporated by reference to
Exhibit 15(a) of Post-Effective Amendment No. 15, filed April 26, 1998.

n(1) Rule 18f-3 Plan as originally filed as Exhibit 18 with Registrant's
Post-Effective Amendment No. 8 and incorporated by reference to Exhibit 18 of
Post-Effective Amendment No. 11, filed April 29, 1997.

n(2) Form of Amendment to Rule 18f-3 Plan , on behalf of the Institutional Prime
Money Market Fund, Institutional Treasury Money Market Fund and the
Institutional Government Money Market Fund, to be filed by subsequent amendment.

o(1) Powers of Attorney are incorporated by reference to Exhibit 24 of
Post-Effective Amendment No. 13, filed April 16, 1998.

o(2) Power of Attorney is filed herein.

Item 24. Persons Controlled by or under Common Control with Registrant:

See the Prospectuses and Statement of Additional Information regarding the
Trust's control relationships.

Item 25. Indemnification:

Article VIII of the Agreement of Declaration of Trust filed as Exhibit 1 to the
Registration Statement is incorporated by reference. Insofar as indemnification
for liabilities arising under the Securities Act of 1933, as amended (the
"Act"), may be permitted to trustees, directors, officers and controlling
persons of the Registrant by the Registrant pursuant to the Declaration of Trust
or otherwise, the Registrant is aware that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and, therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by trustees, directors, officers or
controlling persons of the Registrant in connection with the successful defense
of any act, suit or proceeding) is asserted by such trustees, directors,
officers or controlling persons in connection with the shares being registered,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issues.

Item 26. Business and Other Connections of Investment Adviser:
<TABLE>
<CAPTION>
<S> <C> <C>

Name and Position Name of Connection with
with Investment Advisor Other Company Other Company

John M. Kramer ABN AMRO Incorporated Secretary, General Counsel
Director Senior Vice President
ABN AMRO Capital Markets Holding, Inc. Secretary
ABN AMRO Acceptance Corporation Director & Secretary
ABN AMRO Commodity Finance, Inc. Director & Secretary
ABN AMRO Funding Corporation Secretary
ABN AMRO Funds Services, Inc. Director
ABN AMRO Investment Services, Inc. Assistant Secretary
ABN AMRO Mezzanine Management, Inc. Director & Secretary

</TABLE>

<PAGE>

Item 26. Business and Other Connections of Investment Adviser (continued)
<TABLE>
<CAPTION>
<S> <C> <C>

Name and Position Name of Connection with
with Investment Advisor Other Company Other Company

ABN AMRO Mezzanine Management II, Inc. Director & Secretary
ABN AMRO Mortgage Corporation Assistant Secretary
ABN AMRO Sage Corporation Secretary
Bluestone Private Equity Management, Inc. Director & Secretary

ChiCorp Financial Services, Inc. Director & Secretary
Jackson LaSalle Investment Services, Inc. Director & Secretary

Wilbert Thiel ABN AMRO Incorporated President, CEO, Director
Director Securities Industry Association Director
Lutheran Social Services of Illinois Director & Officer
Chicago Area Council of the Boy Scouts
of America Director

Dexter Tong ABN AMRO Incorporated Senior Vice President
Treasurer

James B. Wynsma LaSalle Bank N.A. Vice Chairman, Director
President, CEO LaSalle National Corporation Director
ABN AMRO Investment Services Director
ABN AMRO Funds President

Norman Bruce Callow LaSalle Bank N.A. Executive Vice President
Executive Vice President

Jon T. Ender None
Executive Vice President

Randall C. Hampton LaSalle Bank N.A. Executive Vice President
Executive Vice President

Dennis P. Sheehan None
Executive Vice President

Johannes N.A. Specker ABN AMRO Bank N.V. Senior Vice President
Group Senior Vice President

Linda L. Turner LaSalle Bank N.A. Group Senior Vice President
Group Senior Vice President

George J. Baxter None
Senior Vice President

Paul Becker LaSalle Bank N.A. Group Senior Vice President
Senior Vice President

Gregory D. Boal LaSalle Bank N.A. Vice President
Senior Vice President

</TABLE>

<PAGE>

Item 26. Business and Other Connections of Investment Adviser (continued)
<TABLE>
<CAPTION>
<S> <C> <C>

Name and Position Name of Connection with
with Investment Advisor Other Company Other Company

Lawrence J. Brottman None
Senior Vice President

Edwin M. Bruere None
Senior Vice President

A. Wade Buckles LaSalle Bank N.A. First Vice President &
Senior Vice President Assistant Secretary

Jac A. Cerney LaSalle Bank N.A. Vice President &
Senior Vice President Assistant Secretary

Nancy J. Holland None
Senior Vice President

Mark Karstrom LaSalle Bank N.A. Vice President &
Senior Vice President Assistant Secretary

Steven P. Klimkowski None
Senior Vice President

Susan E. Lorsch None
Senior Vice President

Kathryn L. Martin ABN AMRO Funds Vice President
Senior Vice President

George S. McElroy, Jr. None
Senior Vice President

Thomas F. McGrath LaSalle Bank N.A. Senior Vice President &
Senior Vice President Assistant Secretary

Scott Moore None Senior Vice President

Mark T. Morgan LaSalle Bank N.A. Assistant Vice President &
Senior Vice President Assistant Secretary

Steve Smith ABN AMRO Funds Senior Vice President
Senior Vice President

Daniel Strumphler None
Senior Vice President

Karen L. Van Cleave LaSalle Bank N.A. Vice President & Assistant
Senior Vice President Secretary

Michael Wasson None
Senior Vice President

</TABLE>

<PAGE>

Item 26. Business and Other Connections of Investment Adviser (continued)
<TABLE>
<CAPTION>
<S> <C> <C>

Name and Position Name of Connection with
with Investment Advisor Other Company Other Company

Peter Williams None
Senior Vice President

Todd Youngberg None
Senior Vice President

James J. Baudendistel None
Vice President

Michael T. Castino ABN AMRO Funds Vice President
Vice President

Brett M. Detterbeck None
Vice President

Martin L. Eisenberg ABN AMRO Bank N.V. Vice President
Vice President ABN AMRO Capital Markets Holding, Inc. Vice President
ABN AMRO Incorporated Vice President
ABN AMRO Mortgage Corp. Vice President
Netherlands Trading Society East, Inc. Vice President
Pine Tree Capital Holdings, Inc. Vice President
AMRO Securities, Inc. Vice President
ABN AMRO North America Finance, Inc. Vice President
DBI Holdings, Inc. Vice President
ABN AMRO North America, Inc. Senior Vice President
ABN AMRO Resource Management, Inc. Vice President
Danic Asset Management Corp. Vice President
National Asset Management Vice President
SFH, Inc. Vice President
ABN AMRO Acceptance Corp. Vice President
ABN AMRO Credit Corp. Vice President
ABN AMRO Investment Services, Inc. Vice President
ABN AMRO Leasing, Inc. Vice President
Cragin Financial Corp Vice President
Cragin Service Corp. Vice President
Cumberland & Higgins, Inc. Vice President
LaSalle Bank, F.S.B. Vice President
Lease Plan Illinois, Inc. Vice President
LaSalle Financial Services, Inc. Vice President
LaSalle Home Mortgage Corporation Vice President
LaSalle National Corporation Vice President
ABN AMRO Capital (USA) Inc. Vice President
Lease Plan North America, Inc. Vice President
ABN AMRO Information Technology Vice President
Services Company
Lisle Corporation Vice President
ABN AMRO Services Company, Inc. Vice President
LaSalle Bank National Association Vice President
LaSalle National Bancorp, Inc. Vice President

</TABLE>

<PAGE>

Item 26. Business and Other Connections of Investment Adviser (continued)
<TABLE>
<CAPTION>
<S> <C> <C>

Name and Position Name of Connection with
with Investment Advisor Other Company Other Company

Amsterdam Pacific Corporation Vice President
LaSalle Trade Services Limited Vice President
CNBC Bancorp, Inc. Vice President
ChiCorp. Commodity Finance, Inc. Vice President
ChiCorp. Commodities, Inc. Vice President
Bluestone Private Equity Management, Inc. Vice President
Columbia Financial Services, Inc. Vice President
CNBC Development Corporation Vice President
CNBC Investment Corporation Vice President
CNBC Leasing Corporation Vice President
Sky Mortgage Company Vice President
Sky Finance Company Vice President
CNB Property Corporation Vice President
Union Realty Mortgage Co., Inc. Vice President
ABN AMRO Fund Services Vice President
LaSalle Bank N.A. Vice President
LaSalle Distributors, Inc. Vice President
LaSalle Community Development Vice President
Corporation
Rob-Wal Investment Co. Vice President
ENB Realty Co., Inc. Vice President
LaSalle Trade Services Corporation Vice President
LaSalle National Leasing Corporation Vice President
LaSalle Business Credit, Inc. Vice President
European American Bank Vice President
Cityspire Realty Corp. Vice President
EA Debt Corp. Vice President
EA Land Corp. Vice President
EAB Land Company, Inc. Vice President
EAB Mortgage Company, Inc. Vice President
EAB Realty Corp. Vice President
EAB Realty of Florida, Inc. Vice President
EAB Securities, Inc. Vice Presiden
Ashland Properties, Inc.Vice President
Discount Brokers International, Inc. Vice President
Kany Long Island City Corp. Vice President
Cragin Service Development Corp. Vice President
Wasco Funding Corp. Vice President
Island Abodes Corp. Vice President
Lyric Holdings, Inc. Vice President
EAB Credit Corp. Vice President
ORE Realty Inc. Vice President
Texas Holdings, Inc. Vice President
Twelve Polo Realty Inc. Vice President
Vail at North Salem Inc. Vice President
81 Lee Avenue Corp. Vice President
169 East Flagler Corp. Vice President
EAB Plaza, Inc. Vice President

</TABLE>

Item 26. Business and Other Connections of Investment Adviser (continued)
<TABLE>
<CAPTION>
<S> <C> <C>

Name and Position Name of Connection with
with Investment Advisor Other Company Other Company

117 Seaman Realty, Inc. Vice President
Garden City Marble Corp. Vice President
Huntington Bay Development Corp. Vice President
Plaza Homes Inc. (Metrofund) Vice President
LSR Realty Inc. Vice President
Beckman Hospitality Corp. Vice President
Bennett 143 Corp. Vice President
Birch Locust Valley Corp. Vice President
Broadhollow 532 Melville Corporation Vice President
Colony at Sayerville, Corp. Vice President
Corners Estates at Hauppauge Inc. Vice President
Corona 114 Apartments Inc. Vice President
Country Knolls at Manorville Inc. Vice President
Cove Townhouses at Southold Inc. Vice President
Crystal Domiciles Inc. Vice President
Eastern Shores at Northampton Corp. Vice President
Forestwood at North Hills Inc. Vice President
Garden State Convention Center at Somerest
County, Inc. Vice President
Half Acre on 347 at Nesoonset Inc. Vice President
Horse Race Lane at Nissequogue Inc. Vice President
Jericho 969 Turnpike Inc. Vice President
Fairfield Avenue Corp. Vice President
Amsterdam Development Corp. Vice President
Brownstone Apts. Inc. Vice President
Central Cedarhurst Corp. Vice President
GSC Land Corp. Vice President
East 91st Street Development Corp. Vice President
East 92nd Street Development Corp. Vice President
LLPA Corporation Vice President
Lake Front Land Corp. Vice President
Lattingtown Mansion, Inc. Vice President
Lowell Acquisition Corp. Vice President
Ludlow Development Corp. Vice President
Maspeth 56-25 58th Street Corp. Vice President
Metro Case Corp. Vice President
Montauk Hospitality Corp. Vice President
Montauk YC Corp. Vice President
Moreland Hauppauge Corp. Vice President
North Hills Links Corp. Vice President
Parkway Plaza 1400 Corp. Vice President
Plaza Boulevard Equities Corp. Vice President
Plaza Boulevard Properties Corp. Vice President
Plaza Uniondale Properties, Inc. Vice President
Remington Ronkonkoma Corp. Vice President
Rendezvous Realty Corp. Vice President
S E at Commack Inc. Vice President
S E at Commack II Inc. Vice President
S E at Commack III Inc. Vice President

</TABLE>

Item 26. Business and Other Connections of Investment Adviser (continued)
<TABLE>
<CAPTION>
<S> <C> <C>

Name and Position Name of Connection with
with Investment Advisor Other Company Other Company

S E at Commack IV Inc. Vice President
Scholar Estates at Commack Inc. Vice President
Seaman Shares at Inwood Corp. Vice President
Showcase Estates at Dix Hills Inc. Vice President
Southampton Settlers Corporation Vice President
Southeast Ridgefield Land Corp. Vice President
Steinway 18-50 Astoria Corp. Vice President
Sterling DTVA Corp. Vice President
T E at Dix Hills Inc. Vice President
T E at Dix Hills II Inc. Vice President
T E at Dix Hills III Inc. Vice President
Thornwood Estates at Dix Hills Inc. Vice President
W.M. Seaman at Inwood Corp. Vice President
Welcome Center at Manorville Inc. Vice President
West End 700 Inc. Vice President
Westminster Downs at Dix Hills, Inc. Vice President
Westwood Hills at Middletown, Inc. Vice President
Ziegfeld Villas Corp. Vice President
41 East Sunrise Highway Corporation Vice President
55 Commerce, Inc. Vice President
(Sold to EMI 1/20/92)
Seventh Street Development Corp. Vice President
Fourteenth Street Development Corp. Vice President
West 51st Street Development Corp. Vice President
West 73rd Street Development Corp. Vice President
Lemark Land in Setauket, Inc. Vice President
Ludlow Street Development Corp. Vice President
Milestone Square Corp. Vice President
Oceanside 35-05 Hampton Road Inc. Vice President
Oceanside 35-39 Hampton Road Inc. Vice President
Sangeo 709 Merrick Road Corp. Vice President
Sherwood Plaza Corp. Vice President
Syosset 240 Jericho, Inc. Vice President

Nancy A. Ellefson LaSalle Bank N.A. Assistant Vice President &
Vice President Assistant Secretary

Frank Germack None
Vice President

Frank J. Haggerty None
Vice President

Ann H. Heffron None
Vice President

Brian R. Keeley None
Vice President

</TABLE>

Item 26. Business and Other Connections of Investment Adviser (continued)
<TABLE>
<CAPTION>
<S> <C> <C>

Name and Position Name of Connection with
with Investment Advisor Other Company Other Company

Tom Lennox None
Vice President

Phillip P. Mierzwa LaSalle Bank N.A. Trust Officer &
Vice President Assistant Secretary

Kurt Moeller None
Vice President

Michelle Montgomery None
Vice President

Mary E. Ras None
Vice President

Kenneth Tyszko None
Vice President

Bridget Vogenthaler None
Vice President

Ann Weis None
Vice President

Robert Bennett None
Assistant Vice President

Christine Dragon None
Assistant Vice President

Anthony P. Ford None
Assistant Vice President

Timothy Kelly None
Assistant Vice President

Laurie Lynch ABN AMRO Funds Vice President
Assistant Vice President

Alan Mason LaSalle Bank N.A. Trust Officer &
Assistant Vice President Assistant Secretary

Kathleen McClure None
Assistant Vice President

Patrick O'Hara None
Assistant Vice President

</TABLE>

Item 26. Business and Other Connections of Investment Adviser (continued)
<TABLE>
<CAPTION>
<S> <C> <C>

Name and Position Name of Connection with
with Investment Advisor Other Company Other Company

Shelly Paulger None
Assistant Vice President

Marc Peirce ABN AMRO Funds Vice President
Assistant Vice President

Monica Kim Phillips None
Assistant Vice President

Marcia Roth None
Assistant Vice President

Susan M. Wiemeler None
Assistant Vice President

Edmund Zelko None
Assistant Vice President

Wiepke Postma ABN AMRO NSM International Funds
Portfolio Manager Management B.V. Director
ABN AMRO Bank N.V. Vice President

Jaap Bettink ABN AMRO Bank N.V. Portfolio Manager
Portfolio Manager

Willem Ploeger ABN AMRO Bank N.V. Portfolio Manager
Portfolio Manager

Theo Maas ABN AMRO Bank N.V. Portfolio Manager
Portfolio Manager

A.A. Pals - de Groot ABN AMRO Bank N.V. Portfolio Manager
Portfolio Manager

Edward Moolenburgh ABN AMRO Bank N.V. Portfolio Manager
Portfolio Manager

Luigi Leo ABN AMRO Bank N.V. Portfolio Manager
Portfolio Manager

Edward Niehoff ABN AMRO Bank N.V. Vice President
Portfolio Manager Portfolio Manager

Theodoor Maters ABN AMRO Bank N.V. Portfolio Manager
Portfolio Manager

Wouter Weijand ABN AMRO NSM International Funds
Portfolio Manager Management B.V. Portfolio Manager
ABN AMRO Bank N.V. Vice President
Portfolio Manager
</TABLE>

Item 26. Business and Other Connections of Investment Adviser (continued)
<TABLE>
<CAPTION>
<S> <C> <C>

Name and Position Name of Connection with
with Investment Advisor Other Company Other Company

Chris Huys ABN AMRO Bank N.V. Vice President
Portfolio Manager Portfolio Manager

Catharina Hooyman ABN AMRO Bank N.V. Portfolio Manager
Portfolio Manager

Kim Guan Ng ABN AMRO NSM International Funds
Portfolio Manager Management B.V. Portfolio Manager
ABN AMRO Asset Management (Asia) Ltd. Managing Director
Vice President

Chi Keung Leung ABN AMRO Asset Management (Asia) Ltd. Senior Portfolio Manager
Portfolio Manager Vice President

Lester Yiu-Cheong Poon BN AMRO Asset Management (Asia) Ltd. Portfolio Manager
Portfolio Manager Vice President

Paritosh Thakore ABN AMRO Asset Management (Asia) Ltd. Portfolio Manager
Portfolio Manager Vice President

Hak Kau Lung ABN AMRO Asset Management (Asia) Ltd. Portfolio Manager
Portfolio Manager Vice President

Shing On Kwang ABN AMRO Asset Management (Asia) Ltd. Portfolio Manager
Portfolio Manager
</TABLE>

Item 27. Principal Underwriters:

(a) First Data Distributors, Inc. (the "Distributor"), a wholly-owned
subsidiary of First Data Investor Services Group, Inc. and an indirect
wholly owned subsidiary of First Data Corporation, acts as distributor
for Northern Funds pursuant to a distribution agreement dated January
1, 1999. The Distributor also acts as underwriter for ABN AMRO Funds,
Alleghany Funds, BT Insurance Funds Trust, First Choice Funds Trust,
LKCM Funds, The Galaxy Fund, The Galaxy VIP Fund, Galaxy Fund II, IBJ
Funds Trust, Panorama Trust, Undiscovered Managers Fund, New Convenant
Funds, Forward Funds, Inc., Light Index Funds, Inc. Weiss Peck & Greer
Funds Trust, Weiss Peck & Greer International Fund, WPG Growth Fund,
WPG Growth & Income Fund, WPG Tudor Fund, RWB/WPG U.S. Large Stock
Fund, Tomorrow Funds Retirement Trust, The Govett Funds, Inc., IAA
Trust Growth Fund, Inc., IAA Trust Asset Allocation Fund, Inc., IAA
Trust Tax Exempt Bond Fund, Inc., IAA Trust Taxable Fixed Income Series
Fund, Inc., Matthews International Funds, MCM Funds, Metropolitan West
Funds, Smith Breeden Series Fund, Smith Breeden Trust, Stratton Growth
Fund, Inc., Stratton Monthly Dividend REIT Shares, Inc., The Stratton
Funds, Inc., Trainer, Wortham First Mutual Funds, Wilshire Target
Funds, Inc. and Worldwide Index Funds. The Distributor is registered
with the Securities and Exchange Commission as a broker-dealer and is a
member of the National Association of Securities Dealers, Inc.

(b) The information required by this Item 27(b) with respect to each
director, officer, or partner of First Data Distributors, Inc. is
incorporated by reference to Schedule A of Form BD filed by First Data
Distributors, Inc. with the Securities and Exchange Commission pursuant
to the Securities Act of 1934 (File no. 8-45467).

Item 28. Location of Accounts and Records

All accounts, books and other documents required to be maintained by the
Registrant by Section 31(a) of the Investment Company Act of 1940 and the Rules
thereunder will be maintained by the offices of:

The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017

ABN AMRO Asset Management (USA) Inc.
208 South LaSalle Street
Chicago, Illinois 60604

First Data Investor Services Group, Inc.
101 Federal Street
Boston, Massachusetts 02110

First Data Investor Services Group, Inc.
4400 Computer Drive
Westborough, Massachusetts 01581

First Data Investor Services Group, Inc.
3200 Horizon Drive
King of Prussia, Pennsylvania 19406

Item 29. There are no management-related service contracts not discussed in
Parts A and B.

Item 30. Undertakings: None.

<PAGE>

NOTICE

A copy of the Agreement and Declaration of Trust for ABN AMRO Funds (formerly
The Rembrandt Funds, The LSNT Funds and The Passport Funds) is on file with the
Secretary of State of The Commonwealth of Massachusetts and notice is hereby
given that this Registration Statement has been executed on behalf of the Trust
by an officer of the Trust as an officer and by its Trustees as trustees and not
individually and the obligations of or arising out of this Registration
Statement are not binding upon any of the Trustees, officers, or Shareholders
individually but are binding only upon the assets and property of the Trust.

<PAGE>

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant has duly caused this
Post-Effective Amendment No. 19 to Registration Statement No. 33-52784 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Boston, Commonwealth of Massachusetts, on the 8th of October 1999.

ABN AMRO Funds

By: /s/James Wynsma*
James Wynsma
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacity on the dates as indicated.

/s/Arnold F. Brookstone* Trustee October 8, 1999
Arnold F. Brookstone

/s/William T. Simpson * Trustee October 8, 1999
--------------------------
William T. Simpson

/s/ Robert Feitler * Trustee October 8, 1999
- ---------------------------
Robert Feitler

/s/James Wynsma* President and October 8, 1999
James Wynsma Chief Executive Officer

/s/Michael C. Kardok Treasurer October 8, 1999
Michael C. Kardok

* By: /s/Julie A. Tedesco
Julie A. Tedesco
As Attorney-in-Fact

EXHIBITS BEING FILED

Item O(2) Power of Attorney for Arnold F. Brookstone

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, being a Trustee and
Principal Executive Officer of ABN AMRO Funds, a business trust organized under
the laws of The Commonwealth of Massachusetts (the "Trust"), does hereby make,
constitute and appoint Julie A. Tedesco and Coleen Downs Dinneen, and each of
them, attorneys-in-fact and agents of the undersigned with full power and
authority of substitution and resubstitution, in any and all capacities, to
execute for and on behalf of the undersigned any and all amendments to the
Registration Statement on Form N-1A relating to the shares of the Trust and any
other documents and instruments incidental thereto, and to deliver and file the
same, with all exhibits thereto, and all documents and instruments in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing that said attorneys-in-fact and agents,
and each of them, deem advisable or necessary to enable the Trust to effectuate
the intents and purposes hereof, and the undersigned hereby fully ratifies and
confirms all that said attorneys-in-fact and agents, of any of them, or their or
his or her substitute or substitutes, shall do or cause to be done by virtue
hereof.

IN WITNESS WHEREOF, the undersigned has subscribed his name this 16th day of
June, 1999.

/s/ Arnold F. Brookstone
Arnold F. Brookstone