ABN AMRO FUNDS
497, 1999-03-09
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ABN AMRO Funds
(formerly, the "Rembrandt Funds")

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

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

Balanced Fund:  Balanced Fund

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

Supplement dated March 8, 1999 to the
Prospectus - Common Share Class
dated April 30, 1998


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

Effective March 15, 1999, the subscript "(US)" will be added to each Fund's 
name, after the word "Fund" as follows:

Treasury Money Market Fund(US), Government Money Market Fund(US), Money Market 
Fund(US), Tax-Exempt Money Market Fund(US), Fixed Income Fund(US), Intermediate 
Government Fixed Income Fund(US), Tax-Exempt Fixed Income Fund(US), 
International Fixed Income Fund(US), Limited Volatility Fixed Income Fund(US), 
Balanced Fund(US), Value Fund(US), Growth Fund(US), International Equity
Fund(US), Small Cap Growth Fund(US), Real Estate Fund(US), Asian Tigers 
Fund(US), Latin America Equity Fund(US), and TransEurope Fund(US).

Effective May 10, 1999, the following will supplement information found in 
the "Your Account and Doing Business with Us - How to Exchange Shares" 
beginning on page 13:

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

The Funds reserve the right to temporarily or permanently terminate the 
exchange privilege or reject any specific purchase order for any Timing 
Account or any person whose transactions seem to follow a timing pattern who: 
(i) makes an exchange request out of a Fund within two weeks of an earlier 
exchange request out of the Fund; (ii) makes more than two exchanges out of a 
Fund per calendar quarters; or (iii) exchanges Shares equal in value to at 
least $5 million, or more than 1% of a Fund's net assets.  Accounts under 
common ownership or control including accounts administered so as to redeem 
to purchase Shares based upon certain predetermined market indicators will be 
aggregated for purposes of the exchange limits.

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

The following supplements information found in the "Investment Objectives and 
Policies - Balanced Fund" and "Investment Objectives and Policies - Fixed 
Income Fund" sections beginning on page 21:

In addition, the Fund may invest in lower quality domestic debt securities, 
sometimes referred to as "high-yield" or "junk" bonds.  These bonds offer 
higher income as well as the prospect for price appreciation, but involve 
more risk; for instance, a greater risk of default than U.S. Government bonds 
or other high quality, corporate fixed-income securities.

The following supplements information found in the "General Investment 
Policies - The Fixed Income and Balanced Funds" section beginning on page 26:

The Fixed Income Fund and Balanced Fund may also invest in debt securities 
rated below investment-grade.  Securities rated below investment-grade (those 
rated below the top four bond rating categories of Standard & Poor's Ratings 
Group, Moody's Investors Service, Inc. or another nationally recognized 
statistical rating organization or, if unrated, determined by the Advisor to 
be of comparable credit quality) are commonly referred to as "junk bonds".  
Junk bonds involve greater risk of default, downgrade, or price declines than 
investment-grade securities.  The market prices of such lower rated debt 
securities may decline significantly in periods of general economic 
difficulty.  In addition, the trading market for these securities is 
generally less liquid than for higher rated securities, and the Funds may 
have difficulty disposing of these securities at the time they wish to do so.  
The lack of a liquid secondary market for certain securities may also make it 
more difficult for the Funds to obtain accurate market quotations for 
purposes of valuing their portfolios and calculating their net asset value.

The following supplements similar information found in "The Advisor" section 
beginning on page 31:

Mark W. Karstrom, Senior Vice President of the Advisor, has served as 
portfolio manager for the Intermediate Government Fixed Income Fund and the 
Limited Volatility Fixed Income Fund since September, 1996.  Mr. Karstrom 
joined the Advisor in August, 1996 as a portfolio manager.  He served as a 
Vice President, Portfolio Manager with Norwest Investment Management and 
Trust and a predecessor firm from May, 1985 to July, 1996.

Gregory D. Boal, Senior Vice President of the Advisor, has served as co-
manager of the Tax-Exempt Fixed Income Fund since July, 1997.  He also served 
as portfolio manager of the Fixed Income Fund from June, 1998 to January, 
1999 and as portfolio manager of the fixed income portion of the Balanced 
Fund from April, 1997 to January, 1999.  Mr. Boal joined the Advisor in 
March, 1997 as a portfolio manager.  He served as Manager, Fixed Income 
Division of First Citizens Bank from November, 1989 to March, 1997.

Todd J. Youngberg, Senior Vice President of the Advisor, served as co-manager 
of the fixed income portion of the Balanced Fund and the Fixed Income Fund 
from November, 1998 to January, 1999.  Mr. Youngberg served as Vice President 
and Portfolio Manager of Amerus Life Holdings Inc. from January, 1995 to 
November, 1998 and as a securities analyst from June, 1992 to January, 1995.

Messrs. Karstrom, Boal and Youngberg, the Fixed Income Portfolio Management 
Team (the "Fixed Income Team"), have served as co-managers of the Fixed 
Income Fund and the fixed income portion of the Balanced Fund since January, 
1999.  The Fixed Income Team as a whole is primarily responsible for the day-
to-day management of the Funds and the members are jointly responsible for 
investment decisions of the Funds.

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

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

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

Balanced Fund:  Balanced Fund

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

Supplement dated March 8, 1999 to the
Prospectus - Investor Share Class
dated April 30, 1998


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

Effective March 15, 1999, the subscript "(US)" will be added to each 
Fund's name, after the word "Fund" as follows:

Treasury Money Market Fund(US), Government Money Market Fund(US), Money Market 
Fund(US), Tax-Exempt Money Market Fund(US), Fixed Income Fund(US), Intermediate 
Government Fixed Income Fund(US), Tax-Exempt Fixed Income Fund(US), 
International Fixed Income Fund(US), Limited Volatility Fixed Income Fund(US), 
Balanced Fund(US), Value Fund(US), Growth Fund(US), International Equity
Fund(US),Small Cap Growth Fund(US), Real Estate Fund(US), Asian Tigers Fund(US),
Latin America Equity Fund(US), and TransEurope Fund(US).

Effective May 10, 1999, the following will supplement information found in 
the "Your Account and Doing Business with Us - How to Purchase, Redeem and 
Exchange Shares" beginning on page 12:

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

The Funds reserve the right to temporarily or permanently terminate the 
exchange privilege or reject any specific purchase order for any Timing 
Account or any person whose transactions seem to follow a timing pattern who: 
(i) makes an exchange request out of a Fund within two weeks of an earlier 
exchange request out of the Fund; (ii) makes more than two exchanges out of a 
Fund per calendar quarters; or (iii) exchanges Shares equal in value to at 
least $5 million, or more than 1% of a Fund's net assets.  Accounts under 
common ownership or control including accounts administered so as to redeem 
to purchase Shares based upon certain predetermined market indicators will be 
aggregated for purposes of the exchange limits.

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

The following supplements information found in the "Investment Objectives and 
Policies - Balanced Fund" and "Investment Objectives and Policies - Fixed 
Income Fund" sections beginning on page 21:

In addition, the Fund may invest in lower quality domestic debt 
securities, sometimes referred to as "high-yield" or "junk" bonds.  
These bonds offer higher income as well as the prospect for price 
appreciation, but involve more risk; for instance, a greater risk of 
default than U.S. Government bonds or other high quality, corporate 
fixed-income securities.

The following supplements information found in the "General Investment 
Policies - The Fixed Income and Balanced Funds" section beginning on page 26:

The Fixed Income Fund and Balanced Fund may also invest in debt 
securities rated below investment-grade.  Securities rated below 
investment-grade (those rated below the top four bond rating 
categories of Standard & Poor's Ratings Group, Moody's Investors 
Service, Inc. or another nationally recognized statistical rating 
organization or, if unrated, determined by the Advisor to be of 
comparable credit quality) are commonly referred to as "junk bonds".  
Junk bonds involve greater risk of default, downgrade, or price 
declines than investment-grade securities.  The market prices of such 
lower rated debt securities may decline significantly in periods of 
general economic difficulty.  In addition, the trading market for 
these securities is generally less liquid than for higher rated 
securities, and the Funds may have difficulty disposing of these 
securities at the time they wish to do so.  The lack of a liquid 
secondary market for certain securities may also make it more 
difficult for the Funds to obtain accurate market quotations for 
purposes of valuing their portfolios and calculating their net asset 
value.

The following supplements similar information found in "The Advisor" section 
beginning on page 31:

Mark W. Karstrom, Senior Vice President of the Advisor, has served as 
portfolio manager for the Intermediate Government Fixed Income Fund 
and the Limited Volatility Fixed Income Fund since September, 1996.  
Mr. Karstrom joined the Advisor in August, 1996 as a portfolio 
manager.  He served as a Vice President, Portfolio Manager with 
Norwest Investment Management and Trust and a predecessor firm from 
May, 1985 to July, 1996.

Gregory D. Boal, Senior Vice President of the Advisor, has served as 
co-manager of the Tax-Exempt Fixed Income Fund since July, 1997.  He 
also served as portfolio manager of the Fixed Income Fund from June, 
1998 to January, 1999 and as portfolio manager of the fixed income 
portion of the Balanced Fund from April, 1997 to January, 1999.  Mr. 
Boal joined the Advisor in March, 1997 as a portfolio manager.  He 
served as Manager, Fixed Income Division of First Citizens Bank from 
November, 1989 to March, 1997.

Todd J. Youngberg, Senior Vice President of the Advisor, served as co-
manager of the fixed income portion of the Balanced Fund and the Fixed 
Income Fund from November, 1998 to January, 1999.  Mr. Youngberg 
served as Vice President and Portfolio Manager of Amerus Life Holdings 
Inc. from January, 1995 to November, 1998 and as a securities analyst 
from June, 1992 to January, 1995.

Messrs. Karstrom, Boal and Youngberg, the Fixed Income Portfolio Management 
Team (the "Fixed Income Team"), have served as co-managers of the Fixed 
Income Fund and the fixed income portion of the Balanced Fund since January, 
1999.  The Fixed Income Team as a whole is primarily responsible for the day-
to-day management of the Funds and the members are jointly responsible for 
investment decisions of the Funds.


ABN AMRO Funds


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

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

Balanced Fund:  Balanced Fund

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

Supplement dated March 8, 1999 to the
Statement of Additional Information
dated April 30, 1998

This supplement provides new and additional information beyond that contained 
in the Statement of Additional Information.  It should be retained and read 
in conjunction with the Statement of Additional Information.

Effective March 15, 1999, the subscript "(US)" will be added to each 
Fund's name, after the word "Fund" as follows:

Treasury Money Market Fund(US), Government Money Market Fund(US), Money Market 
Fund(US), Tax-Exempt Money Market Fund(US), Fixed Income Fund(US), Intermediate 
Government Fixed Income Fund(US), Tax-Exempt Fixed Income Fund(US), 
International Fixed Income Fund(US), Limited Volatility Fixed Income Fund(US), 
Balanced Fund(US), Value Fund(US), Growth Fund(US), International Equity 
Fund(US), Small Cap Growth Fund(US), Real Estate Fund(US), Asian Tigers 
Fund(US), Latin America Equity Fund(US), and TransEurope Fund(US).

ABN AMRO Funds

Small Cap Value Fund

Supplement dated March 8, 1999 to the
Prospectus - Common Share Class
dated June 30, 1998

This supplement provides new and additional information beyond that contained 
in the prospectus.  It should be retained and read in conjunction with the 
prospectus.


Effective March 15, 1999, the subscript "(US)" will be added to the 
Fund's name, after the word "Fund" as follows: Small Cap Value Fund(US). 

Effective May 10, 1999, the following will supplement information found in 
the "Your Account and Doing Business with Us - How to Exchange Shares" 
beginning on page 6:

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

The Fund reserves the right to temporarily or permanently terminate the 
exchange privilege or reject any specific purchase order for any Timing 
Account or any person whose transactions seem to follow a timing pattern who: 
(i) makes an exchange request out of the Fund within two weeks of an earlier 
exchange request out of the Fund; (ii) makes more than two exchanges out of 
the Fund per calendar quarters; or (iii) exchanges Shares equal in value to 
at least $5 million, or more than 1% of the Fund's net assets.  Accounts 
under common ownership or control including accounts administered so as to 
redeem to purchase Shares based upon certain predetermined market indicators 
will be aggregated for purposes of the exchange limits.

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

The following information replaces paragraph 6 of "The Advisor" section 
beginning on page 12:

Kurt S. Moeller, Vice President of the Advisor, serves as co-manager 
of the Fund.  Previously, he was a fundamental equity analyst at 
Grantham, Mayo, Van Otterloo & Co. from 1996 through 1998.  Mr. 
Moeller was a research assistant for the Indiana University Foundation 
from 1995 through 1996.  He earned an M.B.A. in Finance from Indiana 
University in 1996.


ABN AMRO Funds

Small Cap Value Fund

Supplement dated March 8, 1999 to the
Prospectus - Investor Share Class
dated June 30, 1998

This supplement provides new and additional information beyond that contained 
in the prospectus.  It should be retained and read in conjunction with the 
prospectus.


Effective March 15, 1999, the subscript "(US)" will be added to the 
Fund's name, after the word "Fund" as follows: Small Cap Value Fund(US). 

Effective May 10, 1999, the following will supplement information found in 
the "Your Account and Doing Business with Us - How to Purchase, Redeem and 
Exchange Shares" beginning on page 5:

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

The Fund reserves the right to temporarily or permanently terminate the 
exchange privilege or reject any specific purchase order for any Timing 
Account or any person whose transactions seem to follow a timing pattern who: 
(i) makes an exchange request out of the Fund within two weeks of an earlier 
exchange request out of the Fund; (ii) makes more than two exchanges out of 
the Fund per calendar quarters; or (iii) exchanges Shares equal in value to 
at least $5 million, or more than 1% of the Fund's net assets.  Accounts 
under common ownership or control including accounts administered so as to 
redeem to purchase Shares based upon certain predetermined market indicators 
will be aggregated for purposes of the exchange limits.

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

The following information replaces paragraph 6 of "The Advisor" section 
beginning on page 12:

Kurt S. Moeller, Vice President of the Advisor, serves as co-manager 
of the Fund.  Previously, he was a fundamental equity analyst at 
Grantham, Mayo, Van Otterloo & Co. from 1996 through 1998.  Mr. 
Moeller was a research assistant for the Indiana University Foundation 
from 1995 through 1996.  He earned an M.B.A. in Finance from Indiana 
University in 1996.


ABN AMRO Funds

Small Cap Value Fund

Supplement dated March 8, 1999 to the
Statement of Additional Information
dated June 30, 1998


This supplement provides new and additional information beyond that contained 
in the Statement of Additional Information.  It should be retained and read 
in conjunction with the Statement of Additional Information.


Effective March 15, 1999, the subscript "(US)" will be added to the 
Fund's name, after the word "Fund" as follows: Small Cap Value Fund(US).







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