ABN AMRO FUNDS, 485BPOS, 2000-05-01

ABN AMRO FUNDS
485BPOS, 2000-05-01

Previous: GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-EIGHT, 485BPOS, 2000-05-01

Next: GENERAL AMERICAN SEPARATE ACCOUNT TWENTY NINE, 485BPOS, 2000-05-01

<PAGE>

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. 21 [x]

REGISTRATION STATEMENT UNDER THE [x]
INVESTMENT COMPANY ACT OF 1940
Amendment No. 22

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

c/o PFPC Inc.
(formerly 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
PFPC 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)
[x] on May 1, 2000 pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a)(1)
[_] on (date) pursuant to paragraph (a)(1)
[_] 75 days after filing pursuant to paragraph (a)(2)
[_] on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>

ABN . AMRO Funds

[ARTWORK APPEARS HERE]

Money Market
Funds

U.S. Equity
Funds

International
Funds

Balanced Fund

U.S. Fixed
Income Funds

Prospectus
May 1, 2000

Investor
Share Class

<PAGE>

[HEAD AND LOGO APPEARS HERE]

Prospectus -- Investor Shares

May 1, 2000
- --------------------------------------------------------------------------------

Money Market Funds .Money Market Fund(US)
.Government Money Market Fund(US)
.Treasury Money Market Fund(US)
.Tax-Exempt Money Market Fund(US)
U.S. Equity Funds .Value Fund(US)
.Growth Fund(US)
.Small Cap Fund(US)

.Real Estate Fund(US)

.International Equity Fund(US)
International Funds
.Europe Equity Growth Fund(US)
.Asian Tigers Fund(US)
.Latin America Equity Fund(US)

.International Fixed Income Fund(US)

Balanced Fund .Balanced Fund(US)

U.S. Fixed Income Funds .Fixed Income Fund(US)
.Tax-Exempt Fixed Income Fund(US)

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

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

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

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

All Funds may not be available in all states.

For more information, please call the ABN AMRO Funds or visit the website:

1-800-443-4725
www.abnamrofunds-usa.com

<PAGE>

Contents

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

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

Money Market Fund(US) 5
Government Money Market Fund(US) 7
Treasury Money Market Fund(US) 9
Tax-Exempt Money Market Fund(US) 11
Value Fund(US) 14
Growth Fund(US) 16
Small Cap Fund(US) 18
Real Estate Fund(US) 20
International Equity Fund(US) 23
Europe Equity Growth Fund(US) 25
Asian Tigers Fund(US) 27
Latin America Equity Fund(US) 30
International Fixed Income Fund(US) 33
Balanced Fund(US) 35
Fixed Income Fund(US) 39
Tax-Exempt Fixed Income Fund(US) 42

If you would like more information about the following topics, please see:

The Risks of Investing in Mutual Funds 3
The Money Market Funds 4
The U.S. Equity Funds 13
The International Funds 22
The Balanced Fund 35
The U.S. Fixed Income Funds 38
More Information about risk 44
Guidance on opening and maintaining
an account in any Fund 47
Information about receiving dividends
and distributions from the Funds 52
A general guide to important tax
issues and considerations 52
Information about the investment advisor 53
Information about the Distribution
(12b-1) Plan 60
Detailed information about historical
Fund performance 61
Additional information 64

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 Provident Distributors, Inc., which is not a
bank affiliate.

2
<PAGE>

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

What are Fund Goals
and Strategies?

Each Fund's goal is a statement of
what it seeks to achieve. It is
important to make sure that the
objective matches your own
financial needs and circumstances.
The Principal Investment Strategies
section describes how each Fund
attempts to meet its goal.

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

The Risks of Investing in Mutual Funds _________________________________________

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

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

The Advisor and Sub-Advisors invest each Fund's
assets in a way that they believe will help the Funds
achieve their goals. They make judgements about the
securities markets, the economy or companies, but
these judgments may not anticipate actual market
movements, economic conditions or company
performance. The Advisor and Sub-Advisors may change
a Fund's investment strategy in response to changing
market or economic conditions.

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

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

You could lose money on your investment in a Fund, just as you could with other
investments. Your investment in a Fund is not a bank deposit. It is not insured
or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any
government agency.

3
<PAGE>

THE MONEY MARKET FUNDS ____________________________________________________

ABN AMRO Funds offer four separate money market mutual funds designed for
individual and institutional investors: Money Market Fund(US), Government Money
Market Fund(US), Treasury Money Market Fund(US), and Tax-Exempt Money Market
Fund(US). As mutual funds, the Funds are professionally managed, pooled
investments that give investors the opportunity to participate in financial
markets. The portfolio, management, operations and performance results of the
Funds are unrelated to each other.

Your investment in a Fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any government agency. Although each Fund seeks to
preserve the value of your investment at $1.00 per share, there is no guarantee
that it will do so and it is possible to lose money by investing in a Fund. No
Fund should be relied on as a complete investment program.

Money market funds invest in high quality, short-term debt securities, commonly
known as money market instruments. These generally include CDs, bankers'
acceptances, U.S. Treasury securities, some municipal securities, commercial
paper, and repurchase agreements involving these instruments. Money market
funds follow strict rules about credit risk, maturity and diversification of
their investments.

The Money Market Funds are subject to specific maturity, quality and
diversification requirements that are designed to help the Funds maintain a
stable net asset value. The Money Market Funds invest substantially all of
their assets in securities rated in one of the two highest short-term rating
categories by a nationally recognized statistical rating organization. In
addition, the Money Market Funds may not:

. have a dollar-weighted average portfolio maturity over 90 days;

. buy securities with remaining maturities of over 397 days (except for
certain variable and floating rate instruments and securities
collateralizing repurchase agreements); and

. invest in non-U.S. dollar denominated securities.

4
<PAGE>

MONEY MARKET FUND(US)

___________________________________________________________________________

[LOGO APPEARS HERE]

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

[LOGO APPEARS HERE]

Principal The Money Market Fund(US) invests substantially all of its
Investment assets in high quality money market instruments issued by
Strategies corporations, banks and the U.S. government or its
agencies or instrumentalities, as well as repurchase
agreements involving these instruments. The Fund may also
invest in dollar-denominated securities of foreign
issuers.

ABN AMRO Asset Management (USA) Inc., the Advisor,
structures the Fund's portfolio based on its outlook on
interest rates, market conditions, and liquidity needs.
The Advisor monitors the Fund's investments for credit
quality changes and may adjust the average maturity of the
Fund in anticipation of changes in short-term interest
rates. Important factors include an assessment of Federal
Reserve policy and an analysis of the yield curve.

[LOGO APPEARS HERE]

Principal Risks . The Fund may not be able to maintain a net asset value
of Investing in of $1.00 at all times.
this Fund

. As market and interest rates change and as the proceeds
of short-term securities in the Fund's portfolio become
available and are reinvested in securities with
different interest rates, the Fund's yield will
fluctuate. A sharp rise in interest rates could cause
the Fund's share price to drop.

. An issuer may become unable to make timely payments of
principal or interest.

. The credit ratings of issuers could change and affect
the Fund's share price.

. The Fund may be unable to sell the securities
underlying a repurchase agreement on a timely basis if
the other party entering into the repurchase agreement
with the Fund defaults or becomes insolvent.

. Certain U.S. government agency securities are backed by
the right of the issuer to borrow from the U.S.
Treasury, or are supported only by the credit of the
issuer or instrumentality. While the U.S. government
provides financial support to U.S. government-sponsored
agencies or instrumentalities, no assurance can be
given that it will always do so.

. The Fund may invest in dollar denominated securities of
foreign issuers that will subject it to the market and
economic risks of foreign markets. Investments in
foreign securities can be more volatile than
investments in U.S. securities. Diplomatic, political,
or economic developments unique to a country or region,
including nationalization or appropriation, could
affect foreign investments.

5
<PAGE>

.
[LOGO APPEARS HERE]
Performance Information _______________________________________________________

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

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

[BAR CHART]
1994 3.71%
1995 5.38%
1996 4.87%
1997 5.12%
1998 4.97%
1999 4.60%

Best Quarter
-------------
1.35%
6/30/95

Worst Quarter
-------------
0.66%
6/30/93

This table compares the Fund's average annual total returns for the periods
ending December 31, 1999, to those of the Money Fund Report Averages(TM)/Total
Taxable Average+. An average measures the share prices of a specific group of
mutual funds with a particular investment goal. You cannot invest directly in
an average. The Money Fund Report Averages(TM)/Total Taxable Average is a
composite of mutual funds with investment goals similar to the Fund's goal.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Money Market Fund(US) 4.60% 4.90% 4.99% 4.55%*
Money Fund Report Averages(TM)/Total
Taxable Average 4.64% 4.92% 5.04% 4.59%*
</TABLE>
* Fund inception and average inception computed from (3/31/93).

+ iMoneyNet, Inc. (formerly, IBC Financial Data)

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

[LOGO APPEARS HERE]
Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

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

/1/ The Advisor and Administrator have agreed to waive their fees through
April 2001 in amounts necessary to limit Investment Advisory Fees and
administration fees to 0.20% and 0.07%, respectively, of the Fund's net
assets. Administration fees are included in Other Expenses. The Advisor
and Administrator are affiliated.

/2/ After voluntary waivers, net expenses are 0.68%. Voluntary waivers may be
discontinued at any time.

EXAMPLE

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

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

6
<PAGE>

GOVERNMENT MONEY MARKET FUND(US)

_______________________________________________________________________________

[LOGO APPEARS HERE]

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

[LOGO APPEARS HERE]

Principal
Investment The Government Money Market Fund(US) invests 100% of its
Strategies assets in U.S. government money market instruments, such
as U.S. Treasury obligations, U.S. government agency
securities and repurchase agreements in respect of these
securities.

The Advisor structures the Fund's portfolio based on its
outlook on interest rates, market conditions, and
liquidity needs. The Advisor monitors the Fund's
investments and adjusts the average maturity of the Fund
in anticipation of changes in short-term interest rates.
Important factors include an assessment of Federal Reserve
policy and an analysis of the yield curve.

[LOGO APPEARS HERE]

Principal Risks . The Fund may not be able to maintain a net asset value
of Investing in of $1.00 at all times.
this Fund

. A security backed by the full faith and credit of the
United States or the U.S. Treasury is guaranteed only
as to the timely payment of interest and principal when
held to maturity. The guarantee does not extend to the
market prices for such securities, which can fluctuate.

7
<PAGE>

[LOGO APPEARS HERE]
Performance Information _______________________________________________________

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

[CHART APPEARS HERE]
[BAR CHART]
1994 3.63%
1995 5.33%
1996 4.82%
1997 5.05%
1998 4.91%
1999 4.53%

Best Quarter
-------------
1.34%
6/30/95

Worst Quarter
-------------
0.66%
9/30/93

This table compares the Fund's average annual total returns for the periods
ending December 31, 1999, to those of the Money Fund Report Averages(TM)/Total
Government Average+. An average measures the share prices of a specific group
of mutual funds with a particular investment goal. You cannot invest directly
in an average. The Money Fund Report Averages(TM)/Total Government Average is
a composite of mutual funds with investment goals similar to the Fund's goal.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Government Money Market Fund(US) 4.53% 4.83% 4.93% 4.51%*
Money Fund Report Averages(TM)/Total
Government Average 4.55% 4.85% 4.97% 4.55%*
</TABLE>
- -----------------------------------

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

+iMoneyNet, Inc. (formerly, IBC Financial Data)

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

[LOGO APPEARS HERE]
Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees .20%
Distribution and Service (12b-1) Fees .25%
Other Expenses .46%
- --------------------------------------------
Total Annual Fund Operating Expenses .91%
- --------------------------------------------
Fee Waiver/1/ -.08%
- --------------------------------------------
Net Expenses/2/ .83%
- --------------------------------------------
</TABLE>

/1/ The Administrator has agreed to waive its fees through April 2001 in an
amount necessary to limit administration fees to 0.07% of the Fund's net
assets. Administration fees are included in Other Expenses.

/2/ After voluntary waivers, net expenses are 0.65%. Voluntary waivers may be
discontinued at any time.

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C>
$85 $282 $496 $1,112
</TABLE>

8
<PAGE>

TREASURY MONEY MARKET FUND(US)

_______________________________________________________________________________

[LOGO APPEARS HERE]

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

[LOGO APPEARS HERE]

Principal The Treasury Money Market Fund(US) invests substantially
Investment all of its assets in U.S. Treasury money market
Strategies instruments, repurchase agreements in respect of these
securities, and shares of money market funds that invest
in U.S. Treasury obligations.

The Advisor structures the Fund's portfolio based on its
outlook on interest rates, market conditions, and
liquidity needs. The Advisor adjusts the average maturity
of the Fund in anticipation of changes in short-term
interest rates. Important factors include an assessment of
Federal Reserve policy and an analysis of the yield curve.

[LOGO APPEARS HERE]

Principal Risks . The Fund may not be able to maintain a net asset value
of Investing in of $1.00 at all times.
this Fund

. A security backed by the full faith and credit of the
United States or U.S. Treasury is guaranteed only as to
the timely payment of interest and principal when held
to maturity. The guarantee does not extend to the
market prices for such securities, which can fluctuate.

9
<PAGE>

[LOGO APPEARS HERE]

Performance Information _______________________________________________________

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

[BAR CHART]
1994 3.32%
1995 5.02%
1996 4.54%
1997 4.70%
1998 4.64%
1999 4.37%

Best Quarter
-------------
1.28%
6/30/95

Worst Quarter
-------------
0.55%
6/30/93

This table compares the Fund's average annual total returns for the periods
ending December 31, 1999, to those of the Money Fund Report Averages(TM)/U.S.
Treasury Average+. An average measures the share prices of mutual funds with a
particular investment goal. You cannot invest directly in an average. The
Money Fund Report Averages(TM)/U.S. Treasury Average is a composite of mutual
funds with investment goals similar to the Fund's goal.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Treasury Money Market Fund(US) 4.37% 4.57% 4.65% 4.18%*
Money Fund Report Averages(TM)/U.S.
Treasury Average 4.21% 4.55% 4.71% 4.30%*
</TABLE>
- ---------------------------------
* Fund inception (3/25/93). Average inception computed from (3/30/93).

+ iMoneyNet, Inc. (formerly, IBC Financial Data)

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

[LOGO APPEARS HERE]

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees .35%
Distribution and Service (12b-1) Fees .25%
Other Expenses .49%
- --------------------------------------------
Total Annual Fund Operating Expenses 1.09%
- --------------------------------------------
Fee Waivers/1/ -.23%
- --------------------------------------------
Net Expenses/2/ .86%
- --------------------------------------------
</TABLE>

/2/ After voluntary waivers, net expenses are 0.61%. Voluntary waivers may be
discontinued at any time.

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C>
$88 $324 $579 $1,308
</TABLE>

10
<PAGE>

TAX-EXEMPT MONEY MARKET FUND(US)

___________________________________________________________________________

[LOGO APPEARS HERE]

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

[LOGO APPEARS HERE]

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

The Advisor structures the Fund's portfolio based on its
outlook on interest rates, market conditions, and
liquidity needs. The Advisor monitors the Fund for credit
quality changes and adjusts maturities in anticipation of
changes in interest rates. Important factors include an
assessment of Federal Reserve policy and an analysis of
the yield curve.

[LOGO APPEARS HERE]

Principal Risks . The Fund may not be able to maintain a net asset value
of Investing in of $1.00 at all times.
this Fund
. As market and interest rates change and as the proceeds
of short-term securities in the Fund's portfolio become
available and are reinvested in securities with
different interest rates, the Fund's yield will
fluctuate. A sharp rise in interest rates could cause
the Fund's share price to drop.

. In addition to the general risks of investing in any
Money Market Fund, this Fund is subject to the risks of
investing in municipal securities. There may be
economic or political changes that impact the ability
of municipal issuers to repay principal and to make
interest payments on municipal securities. Changes to
the financial condition or credit rating of municipal
issuers may also adversely affect the value of the
Fund's municipal securities. Constitutional or
legislative limits on borrowing by municipal issuers
may result in reduced supplies of municipal securities.
Moreover, certain municipal securities are backed only
by a municipal issuer's ability to levy and collect
taxes. In addition, since the Fund may purchase
securities supported by credit enhancements from banks
and other financial institutions, changes in the credit
quality of these institutions could cause losses to the
Fund and affect its share price.

. The Fund is also subject to concentration risk.
Concentration risk is the risk that the Fund may be
more sensitive to an adverse economic, business or
political development if it invests more than 25% of
its assets in municipal instruments the interest upon
which is paid solely from revenues of similar projects,
or in industrial development bonds.

11
<PAGE>

[LOGO APPEARS HERE]
Performance Information _______________________________________________________

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

[bar chart for calendar years 1994-1998]
[BAR CHART]
1994 2.24%
1995 3.24%
1996 2.88%
1997 3.10%
1998 2.96%
1999 2.75%

Best Quarter
-------------
0.85%
6/30/95

Worst Quarter
-------------
0.36%
6/30/93

This table compares the Fund's average annual total returns for the periods
ending December 31, 1999, to those of the Money Fund Report Averages(TM)/Total
Tax-Free Average+. An average measures the share prices of a specific group of
mutual funds with a particular investment goal. You cannot invest directly in
an average. The Money Fund Report Averages(TM)/Total Tax-Free Average is a
composite of mutual funds with investment goals similar to the Fund's goal.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Tax-Exempt Money Market Fund(US) 2.75% 2.94% 2.99% 2.72%*
Money Fund Report Averages(TM)/Total
Tax-Free Average 2.72% 2.93% 3.03% 2.82%*
</TABLE>
*Fund inception (3/24/93). Average inception computed from (3/31/93).

+iMoneyNet, Inc. (formerly, IBC Financial Data)

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

[LOGO APPEARS HERE]
Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees .35%
Distribution and Service (12b-1) Fees .25%
Other Expenses .48%
- --------------------------------------------
Total Annual Fund Operating Expenses 1.08%
- --------------------------------------------
Fee Waivers/1/ -.23%
- --------------------------------------------
Net Expenses/2/ .85%
- --------------------------------------------
</TABLE>

/1/The Advisor and Administrator have agreed to waive their fees through April
2001 in amounts necessary to limit Investment Advisory Fees and
administration fees to 0.20% and 0.07%, respectively, of the Fund's net
assets. Administration fees are included in Other Expenses. The Advisor and
Administrator are affiliated.

/2/After voluntary fee waivers, net expenses are 0.60%. Voluntary waivers may
be discontinued at any time.

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C>
$87 $321 $573 $1,296
</TABLE>

12
<PAGE>

THE U.S. EQUITY FUNDS ____________________________________________________

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

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

13
<PAGE>

VALUE FUND(US)

________________________________________________________________________________

[LOGO APPEARS HERE]

High level of total return through capital appreciation
and current income.

Investment Goal
[LOGO APPEARS HERE]

Principal The Value Fund(US) invests in common stocks and other
Investment equity securities of U.S. companies with market
Strategies capitalization levels generally greater than $1 billion.
The Sub-Advisor utilizes a disciplined valuation approach
designed to identify stocks of companies that are
undervalued and have good prospects for earnings growth.
Undervalued securities are normally characterized by
relatively low price-to-earnings ratios, low ratios of
market price-to-book value, or underlying asset values
that the Sub-Advisor believes are not fully reflected in
the securities' current market price. Further, the Fund
is constructed in a diversified manner to take advantage
of opportunities across many industries.

By investing in undervalued securities that have good
prospects for earnings growth and combining this with
careful diversification, the Sub-Advisor attempts to
achieve a better return, over the long-term, than other
value-style managers.

[LOGO APPEARS HERE]

Principal Risks The Fund's value-style securities can be cyclical. So, in
of Investing in addition to the general risks of investing in any U.S.
this Fund Equity Fund, this Fund's value-style securities may
underperform growth-style securities, or the equity
markets as a whole when they are out-of-favor or when
they remain undervalued.

14
<PAGE>

[LOGO APPEARS HERE]

Performance Information _______________________________________________________

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

[CHART APPEARS HERE]
[BAR CHART]
1994 0.20%
1995 31.72%
1996 20.09%
1997 30.20%
1998 4.66%
1999 10.67%

Best Quarter
-------------
15.67%
6/30/97

Worst Quarter
-------------
-18.04%
9/30/98

On December 6, 1999, the Advisor hired Mellon Equity Associates, LLP as the
Sub-Advisor to invest and manage the Fund. To better reflect its strategy, the
Fund's benchmark has been revised from the S&P 500 Index to the S&P/BARRA
Value Index. This table compares the Fund's average annual total returns for
the periods ending December 31, 1999, to those of both indices. An index
measures the market prices of a specific group of securities in a particular
market or securities in a market sector. You cannot invest directly in an
index. An index does not have an investment advisor and does not pay any
commissions or expenses. If an index had expenses, its performance would be
lower. The S&P 500 Index is a widely recognized index of 500 stocks designed
to mimic the overall equity market's industry weightings. The S&P/BARRA Value
Index is a capitalization weighted index made up of companies with lower book-
to-price ratios.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Value Fund(US) 10.67% 14.68% 18.99% 13.97%*
S&P 500 Index 21.03% 27.56% 28.54% 21.63%*
S&P/BARRA Value Index 12.72% 18.88% 22.94% 17.85%*
</TABLE>

* Fund inception (3/26/93). S&P 500 Index inception computed from (3/31/93).

S&P/BARRA Value Index computed from 03/31/93.

[LOGO APPEARS HERE]

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

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

EXAMPLE

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

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

15
<PAGE>

GROWTH FUND(US)

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

[LOGO APPEARS HERE]

Investment Goal
High level of total return primarily through capital
appreciation.

[LOGO APPEARS HERE]

Principal The Growth Fund(US) invests in common stocks and other
Investment equity securities of U.S. companies. The Fund primarily
Strategies invests in companies that, in the Advisor's opinion, have
strong prospects for capital appreciation through
earnings growth. The Advisor chooses investments by
focusing on companies with above average earnings growth
rates. The Advisor seeks a fundamental understanding of
each company, using a combination of factors which may
include:

. valuation
. price appreciation
. positive earnings changes
. earnings surprises
. accelerated earnings
. price strength over time

In addition, the Advisor focuses on companies that have a
competitive advantage in their industry or market niche.
The Advisor uses a bottom-up approach (emphasis on
individual industries and companies) to select
investments and diversifies the Fund's assets broadly
across industry sectors. In selecting investments, the
Advisor combines quantitative screens that focus on
earnings consistency and momentum with fundamental
understandings of the companies that focus on the
dynamics of the company.

[LOGO APPEARS HERE]

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

16
<PAGE>

[LOGO APPREARS HERE]

Performance Information _______________________________________________________

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

[CHART APPEARS HERE]
[BAR CHART]

1994 -0.0242
1995 0.3129
1996 0.2141
1997 0.2365
1998 0.2952
1999 0.1226

Best Quarter
-------------
26.30%
12/31/98

Worst Quarter
-------------
-14.15%
9/30/98

This table compares the Fund's average annual total returns for the periods
ending December 31, 1999, to those of the S&P 500 Index. An index measures the
market prices of a specific group of securities in a particular market or
securities in a market sector. You cannot invest directly in an index. An
index does not have an investment advisor and does not pay any commissions or
expenses. If an index had expenses, its performance would be lower. The S&P
500 Index is a widely recognized index of 500 stocks designed to mimic the
overall equity market's industry weightings.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Growth Fund\\(US)\\ 12.26% 21.59% 23.44% 16.32%*
S&P 500 Index 21.03% 27.56% 28.54% 21.69%*
</TABLE>
- -----------------------------------
* Fund inception (3/8/93). Index inception computed from (2/28/93).

[LOGO APPEARS HERE]
Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

EXAMPLE

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

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

17
<PAGE>

SMALL CAP FUND(US) (formerly, SMALL CAP GROWTH FUND(US))

________________________________________________________________________________

[LOGO APPEARS HERE]

Investment Goal
High level of total return primarily through capital
appreciation.

[LOGO APPEARS HERE]

Principal
Investment The Small Cap Fund(US) primarily invests in common stocks
Strategies and other equity securities of domestic companies that
have smaller capitalization levels (generally market
capitalizations of less than $1.5 billion at the time of
initial purchase) that are either undervalued or that the
Sub-Advisor believes have strong prospects for capital
appreciation through earnings growth. Generally, no more
than 75% of the Fund's investments will be devoted to
either the growth or value strategy at any one time.

In selecting growth style investments for the Fund, the
Sub-Advisor reviews a company's sales and earnings growth
rates, and evaluates the strength of its balance sheet.
The Sub-Advisor seeks investments that have above average
sales growth, earnings growth or return on equity
relative to their industry peers. Although the Sub-
Advisor targets growth sectors of the U.S. economy, such
as technology, health care, and consumer and business
services, the Sub-Advisor diversifies broadly across
industry sectors. The Fund also focuses on companies that
the Sub-Advisor believes have a competitive advantage in
their industry or market niche.

In selecting value-style investments for the Fund, the
Sub-Advisor focuses on undervalued investments based on
such measures as price-to-earnings, price-to-cash flow,
price-to-book and price-to-sales ratios. The Sub-Advisor
typically uses a quantitative screen that ranks the
attractiveness of an investment based on a combination of
valuation measures such as price-to-earnings and price-
to-cash ratios. In further evaluating the attractiveness
of an investment, the Sub-Advisor considers business
conditions in the company's industry and its competitive
position in that industry. The Sub-Advisor conducts
fundamental research on certain investments, which often
includes reviewing SEC filings, examining financial
statements and meeting with top-level company executives.
While broadly diversifying the Fund's assets across many
industry sectors, the Sub-Advisor seeks companies with
solid profit prospects and returns on capital.

[LOGO APPEARS HERE]

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

The Fund's small-cap securities may underperform mid-cap
or large-cap securities, or the equity markets as a whole
when they are out-of-favor or when they do not achieve
anticipated growth levels. Further, growth-style
securities may underperform value-style securities when
they are out-of-favor or do not achieve anticipated
growth-levels. Similarly, value-style securities may
underperform growth-style securities when they are out-
of-favor or do not achieve anticipated valuations.

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

18
<PAGE>

[LOGO APPEARS HERE]

Performance Information _______________________________________________________

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

[Bar Chart]
1994 -0.0654
1995 0.3173
1996 0.1918
1997 0.1545
1998 -0.0725
1999 0.1595

Best Quarter
-------------
19.02%
6/30/97

Worst Quarter
-------------
-24.16%
9/30/98

On December 6, 1999, the Advisor hired Delaware Management Company as the Sub-
Advisor to invest and manage the Fund. The Fund's name was also changed from
Small Cap Growth Fund(US) to Small Cap Fund(US) on December 1, 1999. The Sub-
Advisor's investment strategy for the Fund's assets utilizes a more balanced
strategy of growth and value equities. To reflect this new balanced approach,
the Fund's benchmark has been changed from the Russell 2000 Growth Index to
the Russell 2000 Index. This table compares the Fund's average annual total
returns for the periods ending December 31, 1999, to those of both indices. An
index measures the market prices of a specific group of securities in a
particular market or securities in a market sector. You cannot invest directly
in an index. An index does not have an investment advisor and does not pay any
commissions or expenses. If an index had expenses, its performance would be
lower. The Russell 2000 Growth Index is comprised of securities in the Russell
2000 Index with above-average growth orientation. The Russell 2000 Index is a
widely recognized index of the 2000 smallest companies of the 3000 largest
U.S. companies based on market capitalization.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C> <C>
Small Cap Fund(US) 15.95% 7.48% 14.28% 10.52%*
Russell 2000 Growth Index 43.09% 17.83% 18.99% 15.77%*
Russell 2000 Index 21.26% 13.08% 16.69% 14.00%*
</TABLE>
- ----------------------------------

* Fund inception (4/12/93). Russell 2000 Growth Index inception computed from
(3/31/93). Russell 2000 Index inception computed from (3/31/93).

[LOGO APPEARS HERE]

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees .80%
Distribution and Service (12b-1) Fees .25%
Other Expenses .64%
- --------------------------------------------
Total Annual Fund Operating Expenses 1.69%
- --------------------------------------------
</TABLE>

EXAMPLE

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

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C>
$172 $533 $918 $1,998
</TABLE>

19
<PAGE>

.
REAL ESTATE FUND(US)

________________________________________________________________________________

[LOGO APPEARS HERE]

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

[LOGO APPEARS HERE]

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

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

[LOGO APPEARS HERE]

Principal Risks
of Investing in In addition to the general risks of investing in any
this Fund Equity Fund, the Fund is subject to the risk of
concentrating its investments in the real estate
industry, which includes the risk that the real estate
industry will underperform other industries, as well as
the risk that issuers in the real estate industry will be
impacted by market conditions, legislative or regulatory
changes, or competition. Although the Fund does not
invest directly in real estate, it will be indirectly
subject to the risks associated with direct real estate
ownership, including the cyclical nature of real estate
values, overbuilding and increased competition, increases
in property taxes and operating expenses, and increases
in interest rates.

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

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

20
<PAGE>

[LOGO APPEARS HERE]
Performance Information _______________________________________________________

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

[Line Chart]
1998 -0.1235
1999 -0.0393

Best Quarter
-------------
9.90%
6/30/99

Worst Quarter
-------------
-10.16%
9/30/99

This table compares the Fund's average annual total returns for the periods
ending December 31, 1999, to those of the Morgan Stanley REIT Index. An index
measures the market prices of a specific group of securities in a particular
market or securities in a market sector. You cannot invest directly in an
index. An index does not have an investment advisor and does not pay any
commissions or expenses. If an index had expenses, its performance would be
lower. The Morgan Stanley REIT Index is a market capitalization weighted total
return index of over 100 REITs that exceed certain minimum liquidity criteria
concerning market capitalization, shares outstanding, trading volume and per
share market price.

<TABLE>
<CAPTION>
1 Year Since Inception
------ ---------------
<S> <C> <C>
Real Estate Fund(US) -3.93 2.53%*
Morgan Stanley REIT Index -4.55% -5.29%*
</TABLE>
- -----------------------------------

* Fund inception (10/8/98). Index inception computed from (9/30/98).

[LOGOS APPEARS HERE]

Fees and Expenses _____________________________________________________________

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

<TABLE>
<S> <C>
Investment Advisory Fees 1.00%
Distribution and Service (12b-1) Fees .25%
Other Expenses 1.67%
- --------------------------------------------
Total Annual Fund Operating Expenses 2.92%
- --------------------------------------------
Fee Waivers/1/ -.81%
- --------------------------------------------
Net Expenses 2.11%
- --------------------------------------------
</TABLE>

/1/ The Advisor and Administrator have agreed to waive their fees through
April 2001 in amounts necessary to limit Investment Advisory Fees and Fund
accounting fees to 0.70% and 0.0%, respectively, of the Fund's net assets.
Fund Accounting fees are included in Other Expenses. The Advisor and
Administrator are affiliated.

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

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C>
$214 $827 $1,467 $3,185
</TABLE>

21
<PAGE>

.
THE INTERNATIONAL FUNDS ________________________________________________________

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

Investments in foreign countries are generally denominated in a foreign
currency. As a result, changes in the value of those currencies compared to the
U.S. dollar and in exchange control regulations may affect (positively or
negatively) the value of a Fund's investments and the dividends from those
securities. These currency movements may happen separately from events that
affect the value of the security. In addition, currency movements may happen in
response to events that do not otherwise affect the value of the security in
the issuer's home country. Investments in foreign securities denominated in
foreign currencies involve additional risks. For example, Funds may incur
substantial costs in connection with conversions between various currencies.

22
<PAGE>

.
INTERNATIONAL EQUITY FUND(US)

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

[LOGO APPEARS HERE]

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

[LOGO APPEARS HERE]

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

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

[LOGO APPEARS HERE]

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

23
<PAGE>

[LOGO APPEARS HERE]

Performance Information ________________________________________________________

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

[CHART APPEARS HERE]

[BAR CHART]
1994 0.0308
1995 0.1379
1996 0.0985
1997 0.0428
1998 0.2487
1999 0.4120

Best Quarter
-------------
31.08%
12/31/99

Worst Quarter
-------------
-13.91%
9/30/98

This table compares the Fund's average annual total returns for the periods
ending December 31, 1999, to those of the Morgan Stanley Capital International
Europe, Australasia and Far East (MSCI EAFE) Index. An index measures the
market prices of a specific group of securities in a particular market or
securities in a market sector. You cannot invest directly in an index. An index
does not have an investment advisor and does not pay any commissions or
expenses. If an index had expenses, its performance would be lower. The MSCI
EAFE Index is a widely recognized index of over 900 securities listed on the
stock exchanges in Europe, Australia and the Far East.
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
International Equity Fund(US) 41.20% 22.51% 18.11% 16.15%*
MSCI EAFE Index 26.96% 15.74% 12.83% 13.37%*
</TABLE>
- -----------------------------------
* Fund inception (4/12/93). Index inception computed from (3/31/93).

[LOGO APPEARS HERE]

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

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

EXAMPLE

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

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

24
<PAGE>

EUROPE EQUITY GROWTH FUND(US) (formerly, TRANSEUROPE FUND(US))

(not currently available for purchase)

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

[LOGO APPEARS HERE]

Investment Goal

High level of total return through capital appreciation.

[LOGO APPEARS HERE]

Principal
Investment The Europe Equity Growth Fund(US) primarily invests in
Strategies common stocks and other equity securities of companies
that are headquartered or based in European countries and
that have strong prospects for capital appreciation
through earnings growth. The Fund's investments are
diversified among issuers located in various European
countries, such as Belgium, Denmark, France, Germany,
Italy and Finland. The Fund focuses on developed
countries, but may invest in countries with emerging
markets, such as Hungary, Poland and the Czech Republic.

The Advisor chooses instruments by focusing on companies
with above average earnings growth rates. The Adviser uses
a bottom-up approach (emphasis on individual industries
and companies) to select investments.

[LOGO APPEARS HERE]

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

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

25
<PAGE>

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

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

[LOGO APPEARS HERE]

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees 1.00%
Distribution and Service (12b-1) Fees .25%
Other Expenses* .79%
- --------------------------------------------
Total Annual Fund Operating Expenses 2.04%
- --------------------------------------------
</TABLE>

* Since the Fund has not commenced operations as of May 1, 2000, Other
Expenses are based on estimated amounts for the current fiscal year.

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

<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
<S> <C>
$207 $640
</TABLE>

26
<PAGE>

ASIAN TIGERS FUND(US)

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

[LOGO APPEARS HERE]

Investment Goal
Capital appreciation.

[LOGO APPEARS HERE]

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

[LOGO APPEARS HERE]

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

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

27
<PAGE>

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

[LOGO APPEARS HERE]

Performance Information _______________________________________________________

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

[CHART APPEARS HERE]
[BAR CHART]
1995 0.1118
1996 0.1421
1997 -0.3625
1998 -0.1189
1999 0.6177

Best Quarter
-------------
32.42%
6/30/99

Worst Quarter
-------------
-28.57%
6/30/98

This table compares the Fund's average annual total returns for the periods
ending December 31, 1999, to those of the Morgan Stanley Capital International
(MSCI) All Asia Free ex-Japan Index. An index measures the market prices of a
specific group of securities in a particular market or securities in a market
sector. You cannot invest directly in an index. An index does not have an
investment advisor and does not pay any commissions or expenses. If an index
had expenses, its performance would be lower. The MSCI All Asia Free ex-Japan
Index is a widely recognized index that tracks seven Pacific Basin countries,
excluding Japan, and represents only those securities that are available for
investment by international investors.
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Asian Tigers Fund(US) 61.77% -3.14% 2.90% 1.52%*
MSCI All Asia Free ex-Japan Index 64.67% -3.22% 0.74% -2.45%*
</TABLE>
- -----------------------------------
* Fund inception (1/12/94). Index inception computed from (12/31/93).

28
<PAGE>

[LOGO APPEARS HERE]

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees 1.00%
Distribution and Service (12b-1) Fees .25%
Other Expenses .87%
- --------------------------------------------
Total Annual Fund Operating Expenses 2.12%
- --------------------------------------------
</TABLE>

EXAMPLE

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

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C>
$215 $664 $1,139 $2,452
</TABLE>

29
<PAGE>

.
LATIN AMERICA EQUITY FUND(US)

(Investor Shares not currently available for purchase)
- --------------------------------------------------------------------------------

[LOGO APPEARS HERE]

Investment Goal
Long-term capital appreciation.

[LOGO APPEARS HERE]

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

[LOGO APPEARS HERE]

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

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

30
<PAGE>

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

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

Performance Information _______________________________________________________

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

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

[Bar Chart]
1997 0.3550
1998 -0.3633
1999 0.7241

Best Quarter
-------------
50.38%
12/31/99

Worst Quarter
-------------
-32.83%
9/30/98

This table compares the Fund's average annual total returns for the periods
ending December 31, 1999, to those of the Morgan Stanley Capital International
Emerging Markets Latin America Free Index. An index measures the market prices
of a specific group of securities in a particular market or securities in a
market sector. You cannot invest directly in an index. An index does not have
an investment advisor and does not pay any commissions or expenses. If an
index had expenses, its performance would be lower. The MSCI Emerging Markets
Latin America Free Index is a widely recognized index of stocks from Latin
American countries.

<TABLE>
<CAPTION>
1 Year 3 Years Since Inception
------ ------- ---------------
<S> <C> <C> <C>
Latin America Equity Fund(US) 72.41% 14.15% 12.74%*
MSCI Emerging Markets Latin America Free Index 58.89% 10.72% 10.33%*
</TABLE>
- -----------------------------------

* Fund inception (6/28/96). Index inception computed from (6/30/96).

31
<PAGE>

[LOGO APPEARS HERE]

Fees and Expenses ______________________________________________________________
ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees 1.00%
Distribution and Service (12b-1) Fees .25%
Other Expenses 1.13%
- --------------------------------------------
Total Annual Fund Operating Expenses 2.38%
- --------------------------------------------
</TABLE>

EXAMPLE

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

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C>
$241 $742 $1,270 $2,716
</TABLE>

32
<PAGE>

.
INTERNATIONAL FIXED INCOME FUND(US)

_______________________________________________________________________________

[LOGO APPEARS HERE]

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

[LOGO APPEARS HERE]

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

[LOGO APPEARS HERE]

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

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

The Fund does not expect to hedge against the value of the
U.S. dollar. The Fund may engage in other hedging
transactions on occasion. The success of any hedging
strategy depends on the Advisor's ability to predict price
movements, market fluctuations, and interest rate and
currency exchange rate changes. Further, there may be an
imperfect or no correlation between the changes in market
value of the securities held by the Fund or the currencies
in which those securities are denominated and the prices
of a hedging instrument. Hedging transactions involve
additional risks, as described in "More Information About
Risk" and the Statement of Additional Information.

33
<PAGE>

[LOGO APPEARS HERE]

Performance Information _______________________________________________________

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

[Bar Chart]
1994 -0.0171
1995 0.2068
1996 0.0262
1997 -0.0616
1998 0.1484
1999 -0.0966

Best Quarter
-------------
11.96%
3/31/95

Worst Quarter
-------------
-6.06%
3/31/97

This table compares the Fund's average annual total returns for the periods
ending December 31, 1999, to those of the J.P. Morgan Global Non-U.S.
Government Bond Index. An index measures the market prices of a specific group
of securities in a particular market or securities in a market sector. You
cannot invest directly in an index. An index does not have an investment
advisor and does not pay any commissions or expenses. If an index had
expenses, its performance would be lower. The J.P. Morgan Global Non-U.S.
Government Bond Index is a widely recognized index of bonds issued by
governments other than the United States.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
International Fixed Income Fund(US) -9.66% -0.89% 3.81% 3.17%*
J.P. Morgan Global Non-U.S. Government
Bond Index -6.17% 2.22% 6.37% 6.33%*
</TABLE>
- -----------------------------------
* Fund inception (4/26/93). Index inception computed from (4/30/93).

[LOGO APPEARS HERE]

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees .80%
Distribution and Service (12b-1) Fees .25%
Other Expenses 1.00%
- --------------------------------------------
Total Annual Fund Operating Expenses 2.05%
- --------------------------------------------
</TABLE>

EXAMPLE

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

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C>
$208 $643 $1,103 $2,379
</TABLE>

34
<PAGE>

.
BALANCED FUND(US)

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

[LOGO APPEARS HERE]

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

Principal
Investment The Balanced Fund(US) invests in equity securities, bonds
Strategies and cash. The Advisor allocates the Fund's assets among
common and preferred stocks of domestic companies,
convertible securities, corporate bonds, U.S. government
obligations and mortgage-backed securities. The Fund may
also invest in U.S. dollar denominated securities of
foreign issuers (e.g., Yankee bonds). Although the Advisor
focuses the Fund's fixed income securities on securities
rated in one of the four highest ratings categories by a
nationally recognized rating agency (commonly called
"investment grade"), the Fund may invest in lower rated
securities (commonly called "high yield" or "junk" bonds).
The Advisor begins by allocating the Fund's assets between
stocks and bonds, with at least 25% of its total assets in
senior fixed income securities (i.e., a security with a
claim on the issuer's assets that would be paid before the
issuer's other obligations in the event of bankruptcy).
The Advisor allocates equities invested in large-cap
stocks between growth and value styles.

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

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

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

The prices of bonds and other fixed income securities
respond to economic developments, particularly interest
rate changes, as well as changes in the actual or
perceived creditworthiness of individual issuers,
including governments. Generally, fixed income securities
decrease in value if interest rates rise and vice versa.
Also, longer term securities are generally more volatile,
so the average maturity or duration of these securities
affects risk. High yield bonds involve greater risk of
default, or price declines

35
<PAGE>

.
than investment-grade securities. The market prices of
these securities can change significantly for a number of
reasons, such as changes in interest rates, credit
quality and stock market activity. In addition, the
trading market for these securities is generally less
liquid than for higher rated securities.

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

36
<PAGE>

[LOGO APPEARS HERE]

Performance Information _______________________________________________________

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

[Bar Chart]
1994 -0.0229
1995 0.2152
1996 0.1286
1997 0.2180
1998 0.0972
1999 0.0997

Best Quarter
-------------
12.86%
12/31/98

Worst Quarter
-------------
-11.82%
9/30/98

To better reflect the Fund's strategy, the benchmark has been revised from 70%
Russell 3000 Index/30% Lehman Brothers Aggregate Bond Index to 60% S&P 500
Index blended with 40% Lehman Brothers Aggregate Bond Index. This table
compares the Fund's average annual total returns for the periods ending
December 31, 1999, to those of both blended indices. An index measures the
market prices of a specific group of securities in a particular market or
securities in a market sector. You cannot invest directly in an index. An
index does not have an investment advisor and does not pay any commissions or
expenses. If an index had expenses, its performance would be lower. The
Russell 3000 Index is a widely recognized index of the 3000 largest U.S.
companies based on market capitalization. The Lehman Brothers Aggregate Bond
Index is a widely recognized index of U.S. government obligations, corporate
bonds and mortgage-backed securities. The S&P 500 Index is a widely recognized
index of 500 stocks designed to mimic the overall equity market's industry
weightings.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Balanced Fund(US) 9.97% 13.69% 15.05% 10.99%*
70% Russell 3000 Index/30% Lehman
Brothers Aggregate Bond Index 14.38% 19.59% 21.18% 16.23%*
60% S&P 500/40% Lehman Brothers
Aggregate Bond Index 12.29% 18.83% 20.22% 15.42%*
</TABLE>
- -----------------------------------

* Fund inception (3/9/93). 70% Russell 3000 Index/30% Lehman Brothers
Aggregate Bond Index inceptions computed from (2/28/93). 60%/S&P 500/40%
Lehman Brothers Aggregate Bond Index computed from (2/28/93).

[LOGO APPEARS HERE]

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

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

EXAMPLE

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

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

37
<PAGE>

THE U.S. FIXED INCOME FUNDS _______________________________________________

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

38
<PAGE>

FIXED INCOME FUND(US)

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

[LOGO APPEARS HERE]

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

[LOGO APPEARS HERE]

Principal
Investment The Fixed Income Fund(US) primarily invests in debt
Strategies securities, such as corporate bonds and U.S. Treasury and
government agency obligations, mortgage-backed securities
and asset backed securities. The Fund may also invest in
U.S. dollar denominated debt securities of foreign issuers
(e.g., Yankee bonds). In selecting investments for the
Fund, the Advisor seeks securities that show improving
fundamentals not yet reflected in their price. The Advisor
broadly emphasizes all fixed income securities, including
mortgage-backed, corporate and U.S. government securities,
in an effort to reduce risk.

The Advisor actively manages four key components of
portfolio risk:

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

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

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

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

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

[LOGO APPEARS HERE]

Principal Risks
of Investing in
this Fund In addition to the general risks of investing in any Fixed
Income Fund, this Fund is subject to the risks of
investing in U.S. government securities. Although
investments in U.S. government securities are considered
to be among the safest investments, they are not
guaranteed against price movements due to changing
interest rates. Obligations issued by some U.S. government
agencies are backed by the U.S. Treasury, while others are
backed solely by the ability of the agency to borrow from
the U.S. Treasury or by the agency's own resources.

High yield bonds involve greater risk of default, or price
declines than investment-grade securities. The market
prices of these securities can change significantly for a
number of reasons, such as changes in interest rates,
credit quality and stock market activity. in periods of
general economic difficulty. In addition, the trading
market for these securities is generally less liquid than
for higher rated securities.

39
<PAGE>

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

Investments in securities of foreign issuers can be more
volatile than investments in U.S. issuers. Diplomatic,
political, or economic developments could affect
investments in foreign issuers. Investing in foreign
issuers poses distinct risks, since events unique to a
foreign country or region will affect those markets and
their issuers. These events will not necessarily affect
the U.S. economy or U.S. issuers.

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

[LOGO APPEARS HERE]
Performance Information _______________________________________________________

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

[BAR CHART]
1994 -0.0397
1995 0.1740
1996 0.0324
1997 0.0892
1998 0.0681
1999 -0.0258

Best Quarter
-------------
5.85%
6/30/95

Worst Quarter
-------------
-2.94%
3/31/94

This table compares the Fund's average annual total returns for the periods
ending December 31, 1999, to those of the Lehman Brothers Aggregate Bond
Index. An index measures the market prices of a specific group of securities
in a particular market or securities in a market sector. You cannot invest
directly in an index. An index does not have an investment advisor and does
not pay any commissions or expenses. If an index had expenses, its performance
would be lower. The Lehman Brothers Aggregate Bond Index is a widely
recognized index of U.S. government obligations, corporate bonds and mortgage-
backed securities.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Fixed Income Fund(US) -2.58% 4.26% 6.55% 5.01%*
Lehman Brothers Aggregate Bond
Index -0.82% 5.73% 7.73% 6.01%*
</TABLE>
* Fund inception (3/12/93). Index inception computed from (2/28/93).

40
<PAGE>

[LOGO APPEARS HERE]
Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees .60%
Distribution and Service (12b-1) Fees .25%
Other Expenses .49%
- --------------------------------------------
Total Annual Fund Operating Expenses 1.34%
- --------------------------------------------
Fee Waivers/1/ -.10%
- --------------------------------------------
Net Expenses 1.24%
- --------------------------------------------
</TABLE>

/1/The Advisor has agreed to waive its fees through April 2001 in amounts
necessary to limit Investment Advisory Fees to 0.50% of the Fund's net
assets.

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C>
$126 $415 $725 $1,604
</TABLE>

41
<PAGE>

TAX-EXEMPT FIXED INCOME FUND(US)

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

[LOGO APPEARS HERE]

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

[LOGO APPEARS HERE]

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

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

The Advisor actively manages four key components of
portfolio risk:

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

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

[LOGO APPEARS HERE]

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

42
<PAGE>

Performance Information _______________________________________________________

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

[BAR CHART]
1994 1995 1996 1997 1998 1999
- ------- ------ ------ ------ ------ -------
- -0.0527 0.1543 0.0270 0.0911 0.0531 -0.0303

Best Quarter
-----------
5.89%
3/31/95

Worst Quarter
-----------
-5.50%
3/31/94

This table compares the Fund's average annual total returns for the periods
ending December 31, 1999, to those of the Lehman Brothers Municipal Bond
Index. An index measures the market prices of a specific group of securities
in a particular market or securities in a market sector. You cannot invest
directly in an index. An index does not have an investment advisor and does
not pay any commissions or expenses. If an index had expenses, its performance
would be lower. The Lehman Brothers Municipal Bond Index is a widely
recognized index of municipal bonds with maturities of at least one year.
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Tax-Exempt Fixed Income Fund(US) -3.03% 3.67% 5.72% 4.00%*
Lehman Brothers Municipal Bond Index -2.06% 4.43% 6.91% 5.25%*
</TABLE>
- -----------------------------------
*Fund inception (3/9/93). Index inception computed from (2/28/93).

[LOGO APPEARS HERE]
Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees .60%
Distribution and Service (12b-1) Fees .25%
Other Expenses .69%
- --------------------------------------------
Total Annual Fund Operating Expenses 1.54%
- --------------------------------------------
Fee Waivers/1/ -.10%
- --------------------------------------------
Net Expenses 1.44%
- --------------------------------------------
</TABLE>

/1/The Advisor has agreed to waive its fees through April 2001 in amounts
necessary to limit Investment Advisory Fees to 0.50% of the Fund's net
assets.

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C>
$147 $477 $830 $1,826
</TABLE>

43
<PAGE>

More Information About Risk ____________________________________________________

This section gives you more information about the risks of investing in the
Funds. As discussed in the Statement of Additional Information, the Funds may
invest in other securities, use other strategies and engage in other investment
practices than those described in this Prospectus.

Type of Risk Funds Subject to Risk
------------ ---------------------

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

Currency Risk - The value of foreign securities International Funds
will be affected by the value of the local Fixed Income Fund(US)
currency relative to the U.S. dollar. The value Balanced Fund(US)
of a foreign denominated security may be worth
less in U.S. dollars even if the security
increases in value in its home country. U.S.
dollar denominated securities of foreign
issuers may also be affected by currency risk.

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

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

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

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

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

44
<PAGE>

Type of Risk Funds Subject to Risk
------------ ---------------------

Hedging Risk - Hedging is a strategy designed U.S. Equity Funds
to offset investment risks. Hedging activities Balanced Fund(US)
include, among other things, the use of International Funds
forwards, options and futures. The Funds U.S. Fixed Income Funds
(except the International Fixed Income Fund(US)
typically do not engage in hedging
transactions. The International Fixed Income
Fund(US) does not expect to hedge against the
value of the U.S. dollar. The Fund may engage
in other hedging strategies. The Advisor may
determine not to, or may be unable to, hedge
under certain market or economic conditions, or
in certain countries.

There are risks associated with hedging
activities, including:

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

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

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

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

Futures - Futures can be used to offset U.S. Equity Funds
changes in the value of securities held or Balanced Fund(US)
expected to be acquired, gain exposure to a International Funds
particular market or instrument, to create U.S. Fixed Income Funds
a certain market position, or for certain
other tax-related purposes. Futures
contracts and options on futures contracts
provide for the future sale by one party
and purchase by another party of a
specified amount of a specific security at
a specified future time and at a specified
price. An option on a futures contract
gives the purchaser the right, in exchange
for a premium, to assume a position in a
futures contract at a specified exercise
price during the term of the option. Index
futures are futures contracts for various
indices that are traded on registered
securities exchanges.

45
<PAGE>

Type of Risk Funds Subject to Risk
------------ ---------------------

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

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

All Funds
Temporary Defensive Investing - The
investments and strategies described
throughout the Prospectus are those the
Advisor uses under normal market
conditions. When the Advisor determines
that market conditions warrant, each Fund
may invest up to 100% of its assets in
money market instruments, hold U.S.
dollars and foreign currencies or shorten
its average weighted maturity. When a Fund
is investing for temporary, defensive
purposes, it is not pursuing its
investment goal.

46
<PAGE>

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

How Do I Obtain an
Application?

Account Applications can be
obtained by calling
1-800-443-4725
or from
www.abnamrofunds-usa.com
......................................

How to Purchase, Exchange and Sell Your Shares ________________________________

Purchasing Investor Shares

How To Purchase You may purchase Investor Shares of the Funds through
Investor Shares banks, various brokerage firms and other financial
intermediaries that are authorized to sell Investor Shares
(intermediaries).

Investor Shares are offered
without a sales charge. However,
intermediaries may charge fees
for services provided in
connection with buying, selling
or exchanging shares. Each
intermediary also may have its own
rules about share transactions.
For more information about how to
purchase shares
through an intermediary, you should contact that
intermediary directly.

You may purchase a Fund's shares on any business day,
excluding major holidays (Business Day). Currently, the
Funds observe the following holidays: New Year's Day,
Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Columbus Day,
Veterans Day, Thanksgiving Day, and Christmas Day. The
price per share (the offering price) will be the net asset
value (NAV) per share next determined after we receive
your purchase order and payment. We calculate each Fund's
NAV once each Business Day. For the Non-Money Market
Funds, we calculate NAV as of the close of regular trading
on the New York Stock Exchange (normally, 4:00 p.m.,
Eastern time). So, for these Funds, to receive the current
Business Day's NAV, generally either we must receive your
purchase order from your financial institution before 4:00
p.m., Eastern time or your purchase order must be
confirmed by telephonic confirmation.
For the Money Market Funds, we must receive your
purchase order and payment before 1:00 p.m., Eastern time
for you to receive the current Business Day's NAV and that
day's dividend. You may not purchase shares of a Money
Market Fund by Federal Reserve wire on days the Federal
Reserve is closed.
Purchase requests for the Money Market Funds submitted
to the Transfer Agent before 5:00 p.m., Eastern time, by
accounts for which ABN AMRO North America, Inc. or certain
of its affiliates act in a fiduciary, agency, investment
advisory or custodian capacity, will become effective at
the net asset value determined as of 5:00 p.m., Eastern
time, and will be entitled to receive the dividend
declared, on that same Business Day.

If we receive your order and payment after the above
cut-off times, unless your purchase order has been
confirmed by telephone confirmation, your purchase order
will be effective the next Business Day and your purchase
price per share will be the NAV calculated on that next
Business Day. Intermediaries may have earlier cut-off
times for purchases. For more information about how to
purchase through your intermediary, you should contact
your intermediary directly.

In calculating NAV for the Non-Money Market Funds, we
generally value a Fund's portfolio at market price. In
calculating NAV for the Money Market Funds, we generally
value a Fund's portfolio using the amortized cost
valuation method, which is described in detail in the
Statement of Additional Information. On occasion, fair
value prices may be determined in good faith using methods
approved by the Board of Trustees. Some Funds hold
portfolio securities that trade on foreign exchanges.
These securities may trade on weekends or other days when
the Funds do not calculate NAV. As a result, the NAV of a
Fund's shares may change on days when you cannot purchase
or sell Fund shares. Although we cannot assure this, we
expect the NAV for the Money Market Funds to remain
constant at $1.00 per share.

47
<PAGE>

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

How Does an Exchange
Take Place?

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

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

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

If you have arranged to purchase shares through the
Automatic Investment Plan (see below), then you must
invest at least $50.

You may purchase Investor Shares by direct deposit or
Automated Clearing House transactions if your intermediary
offers these services. Please contact your intermediary to
find out if these services are available to you.

The Advisor and Distributor reserve the right to refuse
any order for the purchase of shares.

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

Exchanging Investor Shares _____________________________________________________

How To Exchange
Your Shares You may exchange Investor
Shares of any Fund for
Investor Shares of any other
ABN AMRO Fund on any Business
Day. You can request an
exchange by contacting your
intermediary who will then
contact us. Exchanges will be
made only after we receive
instructions in writing or by
telephone. You will receive
the current Business Day's
NAV if we receive your
exchange request in good
order before NAV is
calculated for the Non-Money
Market Funds and by 1:00
p.m.,

Eastern time for the MoneyMarket Funds. Your intermediary
may have earlier cut-off times for exchange requests.
Please contact your intermediary for more information
about exchange requests.

Exchange requests for the Money Market Funds submitted
to the Transfer Agent before 5:00 p.m., Eastern time, on
behalf of accounts for which ABN AMRO North America, Inc.
or any of its affiliates act in a fiduciary, agency,
investment advisory or custodian capacity, will become
effective at the net asset value determined as of 5:00
p.m., Eastern time that same Business Day.

If your request is for more than $5,000, we may require
a written exchange request with a medallion signature
guarantee from an eligible guarantor (a notarized
signature is not sufficient). A medallion signature
guarantee may be obtained from a domestic bank or trust
company, broker, dealer, clearing agency, savings
association, or other financial institution which is
participating in a medallion program recognized by the
Securities Transfer Association. The three recognized
medallion programs are Securities Transfer Agents
Medallion Program (STAMP). Stock Exchanges Medallion
Program (SEMP) and New York Stock Exchange, Inc. Medallion
Signature Program

48
<PAGE>

(NYSE MSP). Signature guarantees from financial
institutions which are not participating in one of these
programs will not be accepted. The Funds may change or
cancel the exchange privilege at any time upon 60 days'
notice.

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

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

The Advisor and the Distributor reserve the right to
refuse any order for the purchase of shares.

Timing Account The International Funds may experience substantial price
Redemption Fee fluctuations and are intended for long-term investors.
Short-term "market timers" who engage in frequent
purchases and redemptions can disrupt the Funds'
investment programs and create significant additional
transaction costs for all shareholders. For these reasons
the International Funds assess a 2% fee on redemptions
(including exchanges) of fund shares held for 90 days or
less.

Redemption fees are paid to the Funds to help offset
transaction costs and to protect the Fund's long-term
shareholders. The Fund will use the "first-in, first-out"
(FIFO) method to determine the 90-day holding period.
Under this method, the date of the redemption or exchange
will be compared to the earliest purchase date of shares
held in the account. If this holding period is 90 days or
less, the fee will be charged. The fee does not apply to
any shares purchased through reinvested distributions
(dividends and capital gains).

General Policies The Funds will not be responsible for any fraudulent
telephone order, provided that they take reasonable
measures to verify the order and the investor did not
decline telephone priviledges on the application.

49
<PAGE>

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

What is a Medallion
Signature Guarantee?

A medallion signature guarantee
verifies the authenticity of your
signature and may be obtained
from a domestic bank or trust
company, broker, dealer, clearing
agencies, savings associations or
other financial institution which is
participating in a Medallion
Program recognized by the
Securities Transfer Association. A
notary public cannot provide a
signature guarantee.
............................................

The Funds have the right to:

. change or waive the minimum investment amounts;

. refuse any purchase or exchange of shares if it could
adversely affect the Fund or its operations;

. change or discontinue exchange privileges or
temporarily suspend exchange privileges during unusual
market conditions (see Exchanging Investor Shares);

. 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); and

. suspend redemptions as permitted by law (e.g.,
emergency situations).

Each Fund may also make a "redemption in kind" under
certain circumstances (e.g., if the Advisor 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.

Shareholder To help reduce Fund expenses and environmental waste, the
Mailings Funds combine mailings for multiple accounts going to a
single household by delivering Fund financial reports
(annual and semi-annual reports, prospectuses, etc.) in a
single envelope. If you do not want us to continue
consolidating your Fund mailings and would prefer to
receive separate mailings with multiple copies of Fund
reports, please call one of our Shareholder Service
Representatives at 1-800-443-4725.

Selling Investor Shares _______________________________________________________

How to Sell Your You may sell (redeem) your
Shares Investor Shares on any Business
Day by contacting your
intermediary directly. If your
request is for more than
$5,000, or if you are
requesting that the proceeds
from your redemption be sent to
an address or an account that
is different from what we have
on our records, then we may
require a written redemption
request with a medallion
signature guarantee from an
eligible guarantor (a notarized
signature is not sufficient). A
medallion signature guarantee
may be obtained from a domestic
bank or trust company, broker,
dealer, clearing agency,
savings association, or other
financial institution

which is participating in a medallion program recognized
by the Securities Transfer Association. The three
recognized medallion programs are Securities Transfer
Agents Medallion Program (STAMP), Stock Exchanges
Medallion Program (SEMP) and New York Stock Exchange, Inc.
Medallion Signature Program (NYSE MSP). Signature
guarantees from financial institutions which are not
participating in one of these programs will not be
accepted.

50
<PAGE>

You will receive the current Business Day's NAV if we
receive your redemption request in good order before NAV
is calculated for the Non-Money Market Funds and by 1:00
p.m., Eastern time for the Money Market Funds. Your
intermediary may have earlier cut-off times for redemption
requests. Please contact your intermediary for more
information about redemption requests.

Redemption requests for the Money Market Funds
submitted to the Transfer Agent before 5:00 p.m., Eastern
time, by accounts for which ABN AMRO North America, Inc.
or certain of its affiliates act in a fiduciary, agency,
investment advisory or custodian capacity, will become
effective at the net asset value determined as of
5:00 p.m., Eastern time that same Business Day.

Receiving Your
Money Normally, we will send your redemption proceeds within
seven Business Days after we receive your request. Your
proceeds can be mailed to you or mailed or wired to your
bank account. To request a wire transfer, please contact
your intermediary. You will be charged a $10.00 fee by the
Fund for each wire transfer. If you recently purchased
your shares by check or through an AIP, then your proceeds
may not be available until your check has cleared (which
may take up to 15 days).

We intend to pay your redemption proceeds in cash.
However, under unusual conditions that make the payment of
cash unwise (and for the protection of the remaining
shareholders of the Fund), we may pay all or part of your
redemption proceeds in portfolio securities that have a
market value equal to the redemption price. Although it is
highly unlikely that your shares would ever actually be
redeemed in kind, if it did happen, you would probably
have to pay brokerage costs to sell the securities
distributed to you, as well as taxes on any gain from the
sale.

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

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

More Information About Share Transactions _____________________________________

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

51
<PAGE>

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

Distributions

The Funds distribute income
dividends and capital gains.
Income dividends represent the
earnings from a Fund's
investments; capital gains occur
when a Fund sells a portfolio
security for more than the
original purchase price.

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

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

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

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

. Money Market Funds Declared daily and distributed
monthly

. U.S. Equity Funds Declared and distributed monthly

. International Funds Declared and distributed at least
annually

. Balanced Fund Declared and distributed monthly

. U.S. Fixed Income Declared and distributed monthly
Funds

The Funds distribute capital
gains if any, at least
annually. If you own Fund
shares on a Fund's record
date, you will be entitled to
receive the distribution. If a
Fund does not have income or
capital gains available to
distribute, as determined
under tax laws, you will not
receive a distribution.

You will receive dividends and
distributions in the form of
additional shares unless you
have
elected to receive payment in cash. To elect cash payment,
you must notify us in writing prior to the date of
distribution. Your election will become effective for
dividends paid after we receive your written notice. To
cancel your election, simply send us written notice.

Tax Information ________________________________________________________________

52
<PAGE>

............................................
Taxes

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

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

Investment Advisor

The Funds' Advisor manages
investment activities and is
responsible for the performance
of the Funds. The Advisor
conducts research, executes Fund
strategies based on an
assessment of economic and
market conditions, and
determines which portfolio
securities to buy, hold or sell.
............................................

you to consult your tax advisor regarding specific
questions about federal, state and local income taxes.

Tax Status of Each Fund will distribute
Distributions substantially all of its income
and capital gains, if any. The
dividends and distributions you
receive may be subject to
federal, state and local
taxation, depending on your tax
situation. You may be taxed on
each sale of Fund shares.

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

Investment
Advisor ____________________________________________________________

The Advisor makes investment
decisions for the assets of the
Funds and reviews, supervises,
and administers each Fund's
investment program. The Trustees
of the Funds supervise the
Advisor and establish policies
that the Advisor must follow in
its day-to-day management
activities.

ABN AMRO Asset Management
(USA) Inc., 208 South LaSalle
Street Chicago, IL 60604, serves
as Advisor to the Funds. The
Advisor was organized in March
1991 under the

laws of the State of Delaware
and is registered with the
Securities and Exchange
Commission

(SEC) under the Investment Advisers Act of 1940, as
amended (Advisers Act). The Advisor manages assets for
individuals including corporations, unions, governments,
insurance companies, charitable organizations and
investment companies. The Advisor is an indirect wholly-
owned subsidiary of ABN AMRO Bank N.V. and an affiliate of
the Funds' Administrator. As of December 31, 1999, the
Advisor managed approximately $8.4 billion in assets.

For the fiscal year ended December 31, 1999, the Funds
paid the following advisory fees: 0.20% for the Money
Market Fund(US), 0.20% for the Government Money Market
Fund(US), 0.20% for the Treasury Money Market Fund(US),
0.20% for the Tax-Exempt Market Fund(US), 0.80% for the
Value Fund(US), 0.80% for the Growth Fund(US), 0.80% for
the Small Cap Fund(US), 0.70% for the Real Estate
Fund(US), 1.00% for the International Equity Fund(US),
1.00% for the Asian Tigers Fund(US), 1.00% for the Latin
America Equity Fund(US), 0.80% for the International Fixed
Income Fund(US), 0.70% for the Balanced Fund(US), 0.50%
for the Fixed Income Fund(US) and 0.50% for the Tax-Exempt
Fixed Income Fund(US).

As of December 31, 1999, the Europe Equity Growth
Fund(US) had not yet commenced operations.

53
<PAGE>

.
The Advisor may use its affiliates as brokers for the
Funds' portfolio transactions. The affiliates may receive
compensation from the Funds for their brokerage services.

The Advisor may, from time to time and at its own
expense, provide promotional incentives, in the form of
cash or other compensation, to certain financial
institutions whose representatives have sold or are
expected to sell significant amounts of the Funds'
shares. Some of these financial institutions may be
affiliated with the Advisor. The Advisor also may, from
time to time and at its own expense, pay significant
amounts to third parties, such as brokers, dealers, and
other financial institutions, for distribution assistance
or related services. These institutions may be affiliated
with the Advisor.

As of August 1999, Paul Becker and Nancy Ellefson,
have been co-managers of the Growth Fund(US) and are
jointly and primarily responsible for the day-to-day
management of the Fund.

Paul Becker, CFA, Group Senior Vice President of the
Advisor, has been associated with the Advisor or its
affiliates since 1984 and has served as a Group Senior
Vice President for the Advisor since May, 1999 and as a
Group Senior Vice President for LaSalle National Bank
since October, 1984. As Group Senior Vice President for
the Advisor, Mr. Becker is responsible for various
investment process activities that include asset
allocation, stock selection and fixed income teams. Mr.
Becker has over 19 years of investment management
experience and over 10 years of teaching experience in
economics. Mr. Becker holds an M.B.A. and a B.S. in
Economics and a B.S. in Finance from DePaul University
and is a member of the Investment Analysts Society of
Chicago and Association for Investment Management and
Research.

Nancy Holland, C.P.A., Senior Vice President of the
Advisor, has served as portfolio manager of the Real
Estate Fund(US) since its inception. Ms. Holland has been
associated with the Advisor and its predecessor since
January, 1997 as a portfolio manager. Prior to joining
the Advisor, Ms. Holland served as a real estate analyst
with Edward Jones from January, 1995 to December, 1996,
and served as a senior financial analyst and development
accounting manager with CenterMark Properties from
November, 1988 to January, 1995. Ms. Holland graduated
from Saint Louis University with a B.S. in Accounting.

Messrs. Bettink, Leo, Maas, Maters, Moolenburgh,
Niehoff, Ploeger, Postma and Ms. Pals-de Groot, members
of the International Equity Team, are jointly and
primarily responsible for the day-to-day management of
the International Equity Fund(US) Mr. Maters has been a
member of the International Equity Team since November
1999 and the other portfolio managers since April 1999.

Jaap Bettink has been associated with the Advisor
and/or its affiliates since 1978. From 1978 to 1985, he
was a credit manager at a local branch of ABN AMRO

54
<PAGE>

Bank. He has been managing institutional portfolios since
1985, and has been a portfolio manager since 1994. Mr.
Bettink started his career as a portfolio manager of
private accounts in 1972. He holds a degree in Economics.

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

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

Jacco Maters has been associated with the Advisor
and/or its affiliates since July, 1996 as a portfolio
manager. Mr. Maters has a degree in Econometrics from the
Tilburg University, The Netherlands.

Edward Moolenburgh has been associated with the Advisor
and/or its affiliates since 1993. Initially, he served as
Secretary to the Advisor's Regional Investment Committee
North America and Far East, and later as a portfolio
manager. Mr. Moolenburgh holds a Master's degree from the
Economics Faculty of the Erasmus University in Rotterdam
and is a Register Beleggings Analyst, which is comparable
to a Certified European Financial Analyst.

Edward Niehoff has been associated with the Advisor
and/or its affiliates since 1993, initially as an
investment analyst. After three years, Mr. Niehoff assumed
the responsibility for implementing a new asset management
system and then, during 1998, returned to the position of
portfolio manager. He holds a Master's degree in Technical
Management Studies and is a Certified European Financial
Analyst.

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

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

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

Felix Lanters, portfolio manager for the Europe Equity
Growth Fund (US), has been associated with the Advisor
and/or its affiliates since 1987 as a portfolio manager.

55
<PAGE>

Messrs. Edmond Leung, Karl Lung, Alex Ng, Lester Poon
and Paritosh Thakore, members of the Asian Equity Team,
have been jointly and primarily responsible for the day-
to-day management of the Asian Tigers Fund (US) since
November, 1999.

Edmond Leung, CFA, has been associated with the
Advisor and/or its affiliates since January, 1995 as a
senior portfolio manager. Previously, he worked at Ivory
& Sime (Asia) Ltd., Hong Kong, as an investment manager
from August, 1992 to January, 1995. Mr. Leung holds an
M.B.A. in Finance from the Chinese University of Hong
Kong and a B.S. in Chemistry from the University of Hong
Kong. Mr. Leung is a member of the Association of
Investment Management and Research, Australian Society of
Certified Public Accountants and an Associate Member of
the Hong Kong Society of Accountants.

Karl Lung, CFA, has been associated with the Advisor
and/or its affiliates since March, 1995 as a portfolio
manager. Previously, he worked at W.I. Carr (Far East)
Ltd., Hong Kong, as a research manager from May, 1993 to
March, 1995. Mr. Lung has an M.B.A. from the University
of Toronto and a Bachelor of Commerce, with honors, from
McMaster University, both located in Canada. Mr. Lung is
a member of the Institute of Chartered Financial
Analysts.

Lester Poon has been associated with the Advisor
and/or its affiliates since September, 1992 as a
portfolio manager. He holds an M.B.A. in Finance and
International Business from New York University and a
B.S. in Electrical Engineering from the University of
Hong Kong. Mr. Poon is a member of the Institute of
Chartered Financial Analysts.

Paritosh Thakore has been associated with the Advisor
and/or its affiliates since February, 1995 as a portfolio
manager. Previously, he worked at Unifund, S.A., Hong
Kong, as an investment manager from July, 1993 to
February, 1995. Mr. Thakore holds a B.S. in Economics
from the University of Pennsylvania.

Luiz M. Ribeiro, Jr., C.F.A., served as the portfolio
manager of the Latin America Equity Fund(US) from
November, 1997 to April, 1999. Currently, he serves as
co-manager of the Fund. Mr. Ribeiro has worked as an
investment analyst with the Advisor and/or its affiliates
since 1994. From March, 1990 to June, 1993, he served
with the trading desk of Dibran DTVM Ltd. Mr. Ribeiro
obtained a Business Degree at the University of Sao Paulo
in 1990. In 1993, he concluded an M.B.A. offered by IBMEC
(Brazilian Institute of Capital Markets) in Sao Paulo.

Roberto Lampl has served as co-manager of the Latin
America Equity Fund(US) since April, 1999. Mr. Lampl has
been associated with the Advisor and/or its affiliates
since 1993 as corporate finance adviser (Latin America)
in the Investment Banking Division. He obtained a
Bachelor's degree in Economics from Boston University in
1990. In 1993, he completed an M.B.A. at Babson Graduate
School of Business in Wellesley, Massachusetts.

56
<PAGE>

Wouter Weijand has served as portfolio manager of the
International Fixed Income FundUS) since September, 1997.
Mr. Weijand has worked as a portfolio manager with the
Advisor and/or its affiliates since 1984.

Jac A. Cerney, C.F.A., Senior Vice President of the
Advisor, has served as portfolio manager for the equity
portion of the Balanced Fund(US) since its inception. Mr.
Cerney has been associated with the Advisor and its
predecessor since April, 1990 as a portfolio manager.
Prior to joining the Advisor's predecessor firm in 1990,
Mr. Cerney was the equity portfolio manager for
Commonwealth Edison's internally managed pension fund. Mr.
Cerney earned a B.A. in Chemistry from Oberlin College, an
M.S. in Chemistry from the University of Chicago and an
M.B.A. in Finance from the University of Chicago. He is a
member of the Investment Analysts Society of Chicago.

Messrs. Finley, Germack and Youngberg, members of the
Fixed Income Portfolio Management Team, are jointly and
primarily responsible for the day-to-day management of the
Fixed Income Fund(US) and the fixed income portion of the
Balanced Fund(US). Messrs. Finley, Germack and Youngberg
have been members of the team since February 2000, August
1999 and January 1999, respectively.

William Finley, CFA, Group Senior Vice President of the
Advisor, has been associated with the Advisor and/its
affiliates since 1985 and has served as Group Senior Vice
President for the Advisor since May, 1999 and Group Senior
Vice President for LaSalle Bank N.A. since March, 1999.
Mr. Finley serves as the Director of Fixed Income for the
Advisor and has over 22 years of investment management
experience which includes creating one of the first stable
value pooled funds and serving in capacities ranging from
portfolio manager to Director of Short-term Cash
Management and Director of Fixed Income. Mr. Finley holds
a Masters of Management, with distinction, from
Northwestern University - Evanston and a B.S., with
distinction, from the University of Nebraska. He is a
member of the Association for Investment Management and
Research and the Investment Analysts Society of Chicago.

Frank Germack III, CFA, Vice President of the Advisor,
has served as portfolio manager for the fixed income
portion of the Balanced Fund(US) and the Fixed Income
Fund(US) since August, 1999. Mr. Germack joined the
Advisor in March, 1998 as an analyst. Previously, Mr.
Germack served as an analyst with Ford Motor Credit
Company and as an assistant portfolio manager with Ford
Life Insurance Company. Mr. Germack holds an M.B.A. in
Finance from Pennsylvania State University and a B.S.M. in
Finance from Tulane University. Mr. Germack is a member of
the Association of Investment Management and Research and
the Investment Analysts Society of Chicago.

Todd J. Youngberg, C.F.A., Senior Vice President of the
Advisor, has served as portfolio manager of the Balanced
Fund(US) since November, 1998, and as portfolio manager of
the Fixed Income Fund(US) from November 1998 to January
1999. Mr. Youngberg joined the Advisor in November, 1998
as a portfolio manager. Prior to joining the Advisor, Mr.
Youngberg served as Vice President and Portfolio Manager
for Amerus Life Holdings Inc. in Des Moines, Iowa from
1992 to November, 1998. He was responsible for managing
high yield portfolios. Prior to joining Amerus Life, Mr.
Youngberg worked as a securities analyst for Central Life
Assurance/American Mutual Life Insurance Company. Mr.
Youngberg received a B.A. in Economics from Central
College in Pella, Iowa and his M.B.A. in Finance from
Drake University. He is a member of the Association of
Investment Management and Research.

57
<PAGE>

John Erickson, Vice President of the Advisor, has
served as portfolio manager for the Tax-Exempt Fixed
Income Fund(US) since October, 1999. Mr. Erickson has
been associated with the Advisor and/or its affiliates
since 1997, when he joined as a fixed income strategist.
He also works as a municipal bond strategist in the Trust
and Asset Management Department at LaSalle National Bank.
From 1988 to 1996 Mr. Erickson had management
responsibilities for the mutual and common trust
municipal funds at First Chicago. Mr. Erickson holds an
M.B.A. in Finance from Northwestern University and a
B.B.A. in Business Administration with a concentration in
Finance from the University of Notre Dame.

Steven Haldi, Vice President of the Advisor, has
served as portfolio manager for the Tax-Exempt Money
Market Fund(US) since October, 1999. Before joining the
Advisor, Mr. Haldi worked for 15 years at First National
Bank of Chicago in the Fixed Income Portfolio Management
Group. Mr. Haldi holds an M.B.A. from Benedictine
University and a B.S. in Finance from Eastern Illinois
University.

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

Sub-Advisors ______________________________________________________________

As of December 6, 1999, Mellon Equity Associates, LLP
(Mellon Equity), 500 Grant Street, Suite 4200,
Pittsburgh, PA 15258, serves as the investment Sub-
Advisor of the Value Fund(US) pursuant to a sub-advisory
agreement (Mellon Sub-Advisory Agreement) with the
Advisor. The Sub-Advisor is a limited liability
partnership organized under the laws of the Commonwealth
of Pennsylvania and is registered with the SEC under the
Advisers Act. It currently provides a full range of
investment advisory services to both investment companies
and institutional clients. Mellon Bank, N.A., a national
banking association, is the 99% limited partner, and
MMIP, Inc., a Delaware corporation, is the 1% general
partner of the Sub-Advisor. Mellon Bank, N.A. owns 100%
of MMIP, Inc. Under the Mellon Sub-Advisory Agreement,
the Sub-Advisor manages the Value Fund(US), selects
investments and places all orders for purchases and sales
of the Fund's securities, subject to the general
supervision of the Board of Trustees of the Trust and the
Advisor. The Sub-Advisor receives a fee from the Advisor
for its services. As of December 31, 1999, the Sub-
Advisor had approximately $37.9 billion under management.

Messrs. Rydell and Sikorski of Mellon Equity, are
jointly responsible for implementing the Fund's policies
and strategies on a day-to-day basis. Together they co-
manage large-cap value assets for Mellon Equity.

William P. Rydell, CFA, President and Chief Executive
Officer of Mellon Equity, has been with the Mellon
organization since 1973 when he began his career as a
securities analyst. He has been President and CEO of
Mellon Equity since 1994. Mr. Rydell holds an M.B.A. from
the University of Michigan, a B.A. in Economics from

58
<PAGE>

Wabash College and is a member of the Association for
Investment Management and Research.

Mark W. Sikorski, CFA, is a Vice President and
portfolio manager with Mellon Equity and has been with the
Mellon organization since 1996. Prior to that, he managed
various corporate treasury projects for Northeast
Utilities, including investment evaluations and bond
refinancings. Mr. Sikorski holds an M.B.A. from the
University of Bridgeport, a B.S. in Electrical Engineering
from Duke University and is a member of the Association
for Investment Management and Research.

As of December 6, 1999, Delaware Management Company,
2005 Market Street, Philadelphia, PA 19103 serves as the
investment Sub-Advisor of the Small Cap Fund(US) pursuant
to a sub-advisory agreement (Delaware Sub-Advisory
Agreement) with the Advisor. Delaware Management Company
is a separate series of Delaware Management Business Trust
(DMBT), a Delaware business trust organized under the laws
of the State of Delaware, and is registered with the SEC
under the Advisers Act. DMBT provides a full range of
investment advisory services through Delaware Management
Company and Delaware Investment Advisers (DIA), another
series of DMBT. Delaware Management Company provides
investment management services to other registered
investment companies. DIA provides investment advisory
services to large taxable and tax-exempt institutional
accounts. DMBT is an indirect, wholly owned subsidiary of
Lincoln National Corporation, which is also known as
Lincoln Financial Group. Under the Delaware Sub-Advisory
Agreement, the Sub-Advisor manages the Small Cap Fund(US),
selects investments and places all orders for purchases
and sales of the Small Cap Fund's securities, subject to
the general supervision of the Board of Trustees of the
Trust and the Advisor. The Sub-Advisor receives a fee from
the Advisor for its services. As of December 31, 1999, the
Sub-Advisor and its investment management affiliates had
approximately $47 billion in assets under management in
mutual funds, closed-end funds and institutional accounts.

Members of an investment management committee of
Delaware Management Company are jointly responsible for
supervising the Small Cap Fund's(US) investment policies
and strategies. Messrs. Frey and Beck, the Fund's co-
managers, are primarily responsible for implementing the
Small Cap Fund's policies and strategies on a day-to-day
basis under the committee's general supervision.

Andrea Giles, Assistant Vice President/Research Analyst
for the Sub-Advisor, holds a BSAD from the Massachusetts
Institute of Technology and an M.B.A. in Finance from
Columbia University. Prior to joining Delaware Investments
in 1996 as a research analyst, she was an account officer
in the Leveraged Capital Group with Citibank.

Gerald S. Frey, Senior Vice President/Senior Portfolio
Manager of the Sub-Advisor, heads the team that manages
the growth side of the Fund. Mr. Frey, who has

59
<PAGE>

been in the investment business for over 25 years, has
been a senior portfolio manager with Delaware Investments
since 1996. He holds a B.A. in Economics from Bloomsburg
University and attended Wilkes College and New York
University. From 1985 to 1996, he was a senior director
and portfolio manager with Morgan Grenfell Capital
Management in New York.

Marshall T. Bassett, Vice President/Portfolio Manager,
joined Delaware Investments as a Vice President and
portfolio manager in 1997. From 1989 to 1997, he served
as Vice President in Morgan Stanley Asset Management's
Emerging Growth Group, where he analyzed small growth
companies. He received his bachelor's degree and M.B.A.
from Duke University.

John A. Heffern, Vice President/Portfolio Manager,
holds a bachelor's degree and an M.B.A. from the
University of North Carolina at Chapel Hill. He joined
Delaware Investments as a Vice President and portfolio
manager in 1997. From 1994 to 1997, he was Senior Vice
President of Equity Research with NatWest Securities
Corporation's Specialty Finance Services unit.

Stephen T. Lampe, Vice President/Portfolio Manager,
earned a bachelor's degree and an M.B.A. at the
University of Pennsylvania's Wharton School. He joined
Delaware Investments in 1995 as a research analyst and
provides analytical services for small and mid-
capitalization stocks. From 1990 to 1995, he was a
manager at Price Waterhouse. Mr. Lampe is a Certified
Public Accountant.

Lori P. Wachs, Vice President/Portfolio Manager, has
been a research analyst with Delaware Investments since
1992. She is a graduate of the University of
Pennsylvania's Wharton School, where she majored in
Finance and Oriental Studies.

Distribution Plan ______________________________________________________________

Each Fund has adopted a distribution plan under Rule 12b-
1 of the Investment Company Act of 1940 that allows the
Fund to pay distribution and service fees for the sale
and distribution of its shares, and for services provided
to shareholders. Because these fees are paid out of a
Fund's assets continuously, over time, these fees will
increase the cost of your investment and may cost you
more than paying other types of sales charges. The
maximum distribution fee is 0.25% of the average daily
net assets of each Fund. Affiliates of the Advisor may
receive distribution fees.

60
<PAGE>

.
Financial Highlights __________________________________________________________

The tables that follow present performance information
about Investor Shares of each Fund. This information is
intended to help you understand each Fund's financial
performance for the past five years, or, if shorter, the
period of the Fund's operations. Some of this information
reflects financial information for a single Fund share.
The total returns in the tables represent the rate that
you would have earned (or lost) on an investment in a
Fund, assuming you reinvested all of your dividends and
distributions. As of December 31, 1999, the Europe Equity
Growth Fund(US) had not commenced operations.

This information has been audited by Ernst & Young LLP,
the Funds' independent auditors. Their report, along with
each Fund's financial statements and related notes,
appears in the annual report that accompanies the
Statement of Additional Information. You can obtain the
Funds' annual report, which contains more performance
information, at no charge by calling 1-800-443-4725.

For a Share Outstanding for the Years Ended December 31,

- ----------------------------------------------------------
Money Market Fund(US)
- ----------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investor Share Class
1999 $1.00 $0.05 $0.00 $(0.05) $0.00 $1.00 4.60% $247,655 0.68% 4.52% 1.05% 4.15%
1998 1.00 0.05 0.00 (0.05) 0.00 1.00 4.97 219,576 0.69 4.85 1.06 4.48
1997 1.00 0.05 0.00 (0.05) 0.00 1.00 5.12 1,282 0.59 5.00 0.85 4.74
1996 1.00 0.05 0.00 (0.05) 0.00 1.00 4.87 1,466 0.68 4.77 0.83 4.62
1995 1.00 0.05 0.00 (0.05) 0.00 1.00 5.38 1,358 0.66 5.22 0.81 5.07
- ----------------------------------------------------------
Government Money Market Fund(US)
- ----------------------------------------------------------
Investor Share Class
1999 $1.00 $0.04 $0.00 $(0.04) $0.00 $1.00 4.53% $96,031 0.65% 4.46% 0.91% 4.20%
1998 1.00 0.05 0.00 (0.05) 0.00 1.00 4.91 89,497 0.67 4.80 0.92 4.54
1997 1.00 0.05 0.00 (0.05) 0.00 1.00 5.05 8,932 0.59 4.95 0.72 4.82
1996 1.00 0.05 0.00 (0.05) 0.00 1.00 4.82 5,093 0.69 4.71 0.69 4.71
1995 1.00 0.05 0.00 (0.05) 0.00 1.00 5.33 3,002 0.67 5.18 0.67 5.18
- ----------------------------------------------------------
Treasury Money Market Fund(US)
- ----------------------------------------------------------
Investor Share Class
1999 $1.00 $0.04 $0.00 $(0.04) $0.00 $1.00 4.37% $11,696 0.61% 4.28% 1.09% 3.80%
1998 1.00 0.05 0.00 (0.05) 0.00 1.00 4.64 17,625 0.62 4.54 1.09 4.08
1997 1.00 0.05 0.00 (0.05) 0.00 1.00 4.70 6,722 0.58 4.60 0.88 4.30
1996 1.00 0.04 0.00 (0.04) 0.00 1.00 4.54 10,910 0.69 4.45 0.84 4.30
1995 1.00 0.05 0.00 (0.05) 0.00 1.00 5.02 7,931 0.69 4.89 0.84 4.74
- ----------------------------------------------------------
Tax-Exempt Money Market Fund(US)
- ----------------------------------------------------------

Investor Share Class
1999 $1.00 $0.03 $0.00 $(0.03) $0.00 $1.00 2.75% $66,130 0.60% 2.71% 1.08% 2.23%
1998 1.00 0.03 0.00 (0.03) 0.00 1.00 2.96 67,480 0.60 2.92 1.06 2.45
1997 1.00 0.03 0.00 (0.03) 0.00 1.00 3.10 2,978 0.58 3.07 0.89 2.76
1996 1.00 0.03 0.00 (0.03) 0.00 1.00 2.88 2,807 0.65 2.85 0.81 2.69
1995 1.00 0.03 0.00 (0.03) 0.00 1.00 3.24 3,244 0.66 3.19 0.81 3.04
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

61
<PAGE>

Financial Highlights (continued) __________________________________________

For a Share Outstanding for the Years Ended December 31,

<TABLE>
<CAPTION>
Ratio of
Net
Net Ratio of Investment
Net Distri- Asset Net Expenses Income
Asset Net Realized and Dividends butions Value Assets to to
Value Invest- Unrealized from Net from End End of Average Average
Beginning ment Gains (Losses) Investment Capital Contributions of Total Period Net Net
of Period Income on Securities Income Gains of Capital Period Return (000) Assets Assets
<CAPTION>
Ratio of
Net
Investment
Ratio of Income
Expenses to
to Average Average
Net Assets Net Assets Portfolio
(Excluding (Excluding Turnover
Waivers) Waivers) Rate
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
Value Fund(US)
- --------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investor Share Class
1999 $12.32 $ 0.07 $ 1.24 $(0.08) $(0.81) $0.00 $12.74 10.67% $3,498 1.53% 0.57%
1998 16.54 0.12 0.82 (0.12) (5.04) 0.00 12.32 4.66 1,624 1.50 0.78
1997 13.26 0.20 3.76 (0.20) (0.48) 0.00 16.54 30.20 1,965 1.26 1.32
1996 12.28 0.25 2.18 (0.25) (1.20) 0.00 13.26 20.09 1,672 1.28 1.94
1995 9.80 0.32 2.74 (0.32) (0.26) 0.00 12.28 31.72 1,497 1.33 2.79
<S> <C> <C> <C>
Investor Share Class
1999 1.53% 0.57% 94%
1998 1.50 0.78 55
1997 1.32 1.26 79
1996 1.28 1.94 58
1995 1.33 2.79 37
- --------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
Growth Fund(US)
- --------------------------------------------------------
Investor Share Class
1999 $17.06 $(0.11) $ 2.14 $ 0.00 $(1.79) $0.00 $17.30 12.26% $3,768 1.53% (0.69)%
1998 14.60 (0.07) 4.18 0.00 (1.65) 0.00 17.06 29.52 3,533 1.52 (0.45)
1997 13.09 0.08 2.97 (0.08) (1.46) 0.00 14.60 23.65 3,485 1.27 0.54
1996 11.62 0.14 2.33 (0.14) (0.86) 0.00 13.09 21.41 3,031 1.27 1.11
1995 9.74 0.12 2.89 (0.13) (1.00) 0.00 11.62 31.29 2,681 1.31 1.10
Investor Share Class
1999 1.53% (0.69)% 69%
1998 1.52 (0.45) 65
1997 1.33 0.48 62
1996 1.27 1.11 58
1995 1.31 1.10 71
- --------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
Small Cap Fund(US)
- --------------------------------------------------------
Investor Share Class
1999 $12.04 $(0.17) $ 2.09 $ 0.00 $ 0.00 $0.00 $13.96 15.95% $ 572 1.69% (1.08)%
1998 13.29 (0.10) (0.92) 0.00 (0.23) 0.00+ 12.04 (7.25) 874 1.63 (1.30)
1997 13.00 (0.13) 2.05 0.00 (1.63) 0.00 13.29 15.45 552 1.29 (0.97)
1996 12.46 (0.07) 2.39 0.00 (1.78) 0.00 13.00 19.18 579 1.30 (0.52)
1995 9.58 (0.01) 3.05 0.00 (0.16) 0.00 12.46 31.73 553 1.39 (0.08)
Investor Share Class
1999 1.69% (1.08)% 167%
1998 1.63 (1.30) 151
1997 1.35 (1.03) 170
1996 1.30 (0.52) 158
1995 1.39 (0.08) 142
- --------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
Real Estate Fund(US)
- --------------------------------------------------------
Investor Share Class
1999 $10.63 $ 0.42 $(0.83) $(0.33) $ 0.00 $0.00 $ 9.89 (3.93)% $ 30 2.03% 4.22%
1998(1) 10.00 0.08 0.66 (0.11) 0.00 0.00+ 10.63 7.35 21 1.91 4.18
Investor Share Class
1999 2.92% 3.33% 11%
1998(1) 2.28 3.81 13*
- --------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
International Equity Fund(US)
- --------------------------------------------------------
Investor Share Class
1999 $18.91 $ 0.00 $ 7.64 $ 0.00 $(1.68) $0.00 $24.87 41.20% $2,360 1.81% (0.35)%
1998 15.34 (0.08) 3.86 (0.03) (0.18) 0.00 18.91 24.87 1,015 1.83 (0.43)
1997 15.79 0.01 0.66 (0.03) (1.09) 0.00 15.34 4.28 1,245 1.60 (0.05)
1996 14.52 0.04 1.35 0.00 (0.15) 0.03 15.79 9.85(A) 1,608 1.61 0.20
1995 12.96 0.05 1.73 (0.02) (0.20) 0.00 14.52 13.79 1,686 1.68 0.42
Investor Share Class
1999 1.81% (0.35)% 31%
1998 1.83 (0.43) 31
1997 1.65 (0.10) 17
1996 1.61 0.20 9
1995 1.68 0.42 11
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

62
<PAGE>

Financial Highlights (continued) _________________________________________

For a Share Outstanding for the Years Ended December 31,

<TABLE>
<CAPTION>
Ratio of
Realized Net Ratio of Net Ratio of
Net Net and Distri- Asset Net Expenses Investment Expenses
Asset Invest- Unrealized Dividends butions Value Assets to Income to Average
Value ment Gains from Net from End End of Average (Loss) to Net Assets
Beginning Income (Losses) on Investment Capital Contributions of Total Period Net Average (Excluding
of Period (Loss) Securities Income Gains of Capital Period Return (000) Assets Net Assets Waivers)
<CAPTION>
Ratio of
Net
Investment
Income
(Loss) to
Average
Net Assets Portfolio
(Excluding Turnover
Waivers) Rate
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------
- ----------------------------------------------------------
- ----------------------------------------------------------
- ----------------------------------------------------------
Asian Tigers Fund(US)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investor Share Class
1999 $6.67 $(0.05) $4.17 $0.00 $0.00 $0.00 $10.79 61.77 % $283 2.12% (0.50)% 2.12%
1998 7.57 0.04 (0.94) 0.00 0.00 0.00 6.67 (11.89) 178 2.11 0.47 2.11
1997 11.89 0.05 (4.36) 0.00 (0.01) 0.00 7.57 (36.25) 334 1.85 0.30 1.89
1996 10.44 (0.02) 1.48 (0.01) (0.02) 0.02 11.89 14.21(B) 840 1.79 (0.15) 1.79
1995 9.47 0.11 0.95 (0.09) 0.00 0.00 10.44 11.18 733 1.81 1.05 1.88
<S> <C> <C>
Investor Share Class
1999 (0.50)% 83%
1998 0.47 57
1997 0.26 42
1996 (0.15) 24
1995 0.98 28
- ----------------------------------------------------------
- ----------------------------------------------------------
- ----------------------------------------------------------
- ----------------------------------------------------------International Fixed Income Fund(US)
Investor Share Class
1999 $10.80 $ 0.24 $(1.28) $ 0.00 $(0.10) $0.00 $9.66 (9.66)% $33 2.00% 2.40% 2.05%
1998 9.60 0.38 1.05 (0.13) (0.10) 0.00 10.80 14.84 53 1.83 3.17 1.87
1997 10.23 0.49 (1.12) 0.00 0.00 0.00 9.60 (6.16) 68 1.47 3.83 1.51
1996 10.56 0.54 (0.27) (0.60) 0.00 0.00 10.23 2.62 112 1.36 4.43 1.36
1995 9.53 0.52 1.45 (0.94) 0.00 0.00 10.56 20.68 125 1.35 5.57 1.41
Investor Share Class
1999 2.35% 40%
1998 3.12 79
1997 3.78 52
1996 4.43 85
1995 5.51 105
- ----------------------------------------------------------
- ----------------------------------------------------------
- ----------------------------------------------------------
- ----------------------------------------------------------Balanced Fund(US)
Investor Share Class
1999 $11.86 $ 0.18 $ 0.98 $(0.18) $(0.85) $0.00 $11.99 9.97% $3,218 1.50% 1.46% 1.50%
1998 12.73 0.21 0.85 (0.21) (1.72) 0.00 11.86 9.72 3,657 1.49 1.60 1.49
1997 10.98 0.30 2.06 (0.30) (0.31) 0.00 12.73 21.80 4,157 1.18 2.43 1.24
1996 10.75 0.30 1.04 (0.32) (0.79) 0.00 10.98 12.86 3,710 1.19 2.89 1.19
1995 9.53 0.34 1.67 (0.36) (0.43) 0.00 10.75 21.52 3,949 1.22 3.36 1.22
Investor Share Class
1999 1.46% 112%
1998 1.60 84
1997 2.37 111
1996 2.89 104
1995 3.36 85
- ----------------------------------------------------------
- ----------------------------------------------------------
- ----------------------------------------------------------
- ----------------------------------------------------------Fixed Income Fund(US)
Investor Share Class
1999 $10.41 $0.53 $(0.79) $(0.52) $(0.01) $0.00 $9.62 (2.58)% $402 1.19% 5.20% 1.34%
1998 10.38 0.53 0.17 (0.54) (0.13) 0.00 10.41 6.81 436 1.18 4.97 1.32
1997 10.09 0.59 0.29 (0.58) (0.01) 0.00 10.38 8.92 428 0.96 5.71 1.12
1996 10.35 0.57 (0.26) (0.57) 0.00 0.00 10.09 3.24 459 0.98 5.65 1.08
1995 9.32 0.55 1.04 (0.56) 0.00 0.00 10.35 17.40 646 0.99 5.72 1.09
Investor Share Class
1999 5.05% 229%
1998 4.82 157
1997 5.55 233
1996 5.55 194
1995 5.62 59
- ----------------------------------------------------------
- ----------------------------------------------------------
- ----------------------------------------------------------
- ----------------------------------------------------------Tax-Exempt Fixed Income Fund(US)
Investor Share Class
1999 $10.51 $ 0.39 $(0.70) $(0.39) $0.00 $0.00 $9.81 (3.03)% $378 1.39% 3.77% 1.54%
1998 10.39 0.42 0.12 (0.42) 0.00 0.00 10.51 5.31 562 1.29 3.98 1.43
1997 9.97 0.47 0.41 (0.46) 0.00 0.00 10.39 9.11 537 0.98 4.59 1.14
1996 10.18 0.43 (0.17) (0.47) 0.00 0.00 9.97 2.70 680 0.98 4.70 1.10
1995 9.24 0.43 0.97 (0.46) 0.00 0.00 10.18 15.43 1,131 1.00 4.59 1.12
Investor Share Class
1999 3.62% 80%
1998 3.84 41
1997 4.43 54
1996 4.58 98
1995 4.47 129
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

+Per share was less than $0.005.

1 Commenced operations on October 8, 1998. All ratios except the total return
for the period have been annualized.

* Not Annualized.

(A) The total return for the period ended December 31, 1996 includes the
effect of a capital contribution from an affiliate of the Advisor. Without
the capital contribution, the total return for the Investor Class would
have been 9.64%.

(B) The total return for the period ended December 31, 1996 includes the
effect of a capital contribution from an affiliate of the Advisor. Without
the capital contribution, the total return for the Investor Class would
have been 14.02%.

63
<PAGE>

For More Information ______________________________________________________

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

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

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

By Telephone: Call 1-800-443-4725

By Mail: Write to the Funds c/o

ABN AMRO Funds

P.O. Box 9765

Providence, RI 02940

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

(The website is a separate document and is not legally a
part of this Prospectus.)

From the SEC:
You can also obtain the Statement of Additional
Information, annual and semi-annual reports and other
information about the Funds from the SEC's website
(http://www.sec.gov). You may review and copy documents
at the SEC Public Reference Room in Washington, D.C. (for
information, call 1-202-942-8090). Copies of this
information may also be obtained, after paying a
duplicating fee, by electronic request to the following
E-mail address: [email protected] or by writing the
Commission's Public Reference Section, Washington, D.C.
20549-0102. The ABN AMRO Fund's Investment Company Act
registration number is 811-07244.

Investment Advisor: Distributor:
ABN AMRO Asset Management (USA) Inc.
208 South LaSalle Street Provident Distributors, Inc.

4th Floor 3200 Horizon Drive

Chicago, IL 60604-1003 King of Prussia, PA 19406

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

For more information, please call the ABN AMRO Funds or visit the website:

1-800-443-4725
www.abnamrofunds-usa.com

64
<PAGE>

5/1/00

ABN-F-016-00500
<PAGE>

[LOGO] ABN . AMRO Funds

[ARTWORK APPEARS HERE]

U.S. Domestic
Funds

Prospectus
May 1, 2000

Common
Share Class
<PAGE>

[ABN AMRO FUNDS LOGO]

Prospectus -- Common Shares

May 1, 2000
- --------------------------------------------------------------------------------

Money Market Funds .Money Market Fund(US)
.Government Money Market Fund(US)
.Treasury Money Market Fund(US)
.Tax-Exempt Money Market Fund(US)

U.S. Equity Funds .Value Fund(US)
.Growth Fund(US)
.Small Cap Fund(US)
.Real Estate Fund(US)

Balanced Fund .Balanced Fund(US)
U.S. Fixed Income Funds .Fixed Income Fund(US)
.Tax-Exempt Fixed Income Fund(US)

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

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

All Funds may not be available in all states.

For more information, please call the ABN AMRO Funds or visit the website:

1-800-443-4725

www.abnamrofunds-usa.com.

If you are a Registered Investment Advisor, please call 1-800-814-3402.

<PAGE>

Contents

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

Money Market Fund(US) 5
Government Money Market Fund(US) 7
Treasury Money Market Fund(US) 10
Tax-Exempt Money Market Fund(US) 12
Value Fund(US) 15
Growth Fund(US) 17
Small Cap Fund(US) 19
Real Estate Fund(US) 23
Balanced Fund(US) 25
Fixed Income Fund(US) 29
Tax-Exempt Fixed Income Fund(US) 32

If you would like more information about the following topics, please see:

The Risks of Investing in Mutual Funds 3
The Money Market Funds 4
The U.S. Equity Funds 14
The Balanced Fund 25
The U.S. Fixed Income Funds 28
More Information about Risk 34
Guidance on opening and maintaining
an account in any Fund 37
Information about receiving dividends
and distributions from the Funds 43
A general guide to important tax issues
and considerations 43
Information about the Investment Advisor 44
Detailed information about historical
Fund performance 49
Additional information 52

2
<PAGE>

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

What are Fund Goals
and Strategies?

Each Fund's goal is a statement of
what it seeks to achieve. It is
important to make sure that the
objective matches your own financial
needs and circumstances. The Principal
Investment Strategies section describes
how each Fund attempts to meet its
goal.

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

The Risks of Investing in Mutual Funds ________________________________________

The Advisor and Sub-Advisors invest each Fund's
assets in a way that they believe will help the Funds
achieve their goals. They make judgments about the
securities markets, the economy or companies, but
these judgments may not anticipate actual market
movements, economic conditions or company
performance. The Advisor and Sub-Advisors may change
a Fund's investment strategy in response to changing
market or economic conditions.

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

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

You could lose money on your investment in a Fund, just as you could with
other investments. Your investment in a Fund is not a bank deposit. It is not
insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or
any government agency.

3
<PAGE>

.
THE MONEY MARKET FUNDS _________________________________________________________

Your investment in a Fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. Although each Fund seeks
to preserve the value of your investment at $1.00 per share, there is no
guarantee that it will do so and it is possible to lose money by investing in a
Fund. No Fund should be relied on as a complete investment program.

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

4
<PAGE>

.
MONEY MARKET FUND(US)

_______________________________________________________________________________

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

Principal
Investment The Money Market Fund(US) invests substantially all of its
Strategies assets in high quality money market instruments issued by
corporations, banks and the U.S. government or its
agencies or instrumentalities, as well as repurchase
agreements involving these instruments. The Fund may also
invest in dollar-denominated securities of foreign
issuers.

Principal Risks
of Investing in . The Fund may not be able to maintain a net asset value
this Fund of $1.00 at all times.

. As market and interest rates change and as the proceeds
of short-term securities in the Fund's portfolio become
available and are reinvested in securities with different
interest rates, the Fund's yield will fluctuate. A sharp
rise in interest rates could cause the Fund's share price
to drop.

. An issuer may become unable to make timely payments of
principal or interest.

. The credit ratings of issuers could change and affect
the Fund's share price.

. The Fund may be unable to sell the securities underlying
a repurchase agreement on a timely basis if the other
party entering into the repurchase agreement with the
Fund defaults or becomes insolvent.

. Certain U.S. government agency securities are backed by
the right of the issuer to borrow from the U.S. Treasury,
or are supported only by the credit of the issuer or
instrumentality. While the U.S. government provides
financial support to U.S. government-sponsored agencies
or instrumentalities, no assurance can be given that it
will always do so.

. The Fund may invest in dollar denominated securities of
foreign issuers that will subject it to the market and
economic risks of foreign markets. Investments in foreign
securities can be more volatile than investments in U.S.
securities. Diplomatic, political, or economic
developments unique to a country or region, including
nationalization or appropriation, could affect foreign
investments.

5
<PAGE>

[ICON LOGO]

Performance Information _______________________________________________________

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

[bar chart]
1994 1995 1996 1997 1998 1999
3.89% 5.69% 5.08% 5.33% 5.24% 4.98%

Best Quarter
-----------
1.42%
6/30/95

Worst Quarter
-----------
0.73%
6/30/93

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Money Market Fund(US) 4.98% 5.24% 5.30% 4.78%*
Money Fund Report
Averages(TM)/Total Taxable Average 4.64% 4.92% 5.04% 4.52%*
- -------------------------------------------------------------------
</TABLE>
* Fund inception (1/4/93). Average inception computed from (12/31/92).

+ iMoneyNet, Inc. (formerly, IBC Financial Data)

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

[ICON LOGO]

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

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

/1/The Advisor and Administrator have agreed to waive their fees through April
2001 in amounts necessary to limit Investment Advisory Fees and
administration fees to 0.20% and 0.07%, respectively, of the Fund's net
assets. Administration fees are included in Other Expenses. The Advisor and
Administrator are affiliated.

EXAMPLE

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

6
<PAGE>

.
GOVERNMENT MONEY MARKET FUND(US)

_______________________________________________________________________________

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

Principal The Government Money Market Fund(US) invests 100% of its
Investment assets in U.S. government money market instruments, such
Strategies as U.S. Treasury obligations, U.S. government agency
securities, and repurchase agreements in respect of these
securities.

. The Fund may not be able to maintain a net asset value
of $1.00 at all times.

Principal Risks . As market and interest rates change and as the proceeds
of Investing in of short-term securities in the Fund's portfolio become
this Fund available and are reinvested in securities with different
interest rates, the Fund's yield will fluctuate. A sharp
rise in interest rates could cause the Fund's share price
to drop.

. A security backed by the full faith and credit of the
United States or the U.S. Treasury is guaranteed only as
to the timely payment of interest and principal when held
to maturity. The guarantee does not extend to the market
prices for such securities, which can fluctuate.

. Certain U.S. government agency securities are backed by
the right of the issuer to borrow from the U.S. Treasury,
or are supported only by the credit of the issuer or
instrumentality. While the U.S. government provides
financial support to U.S. government-sponsored agencies
or instrumentalities, no assurance can be given that it
will always do so.

. The Fund may be unable to sell the securities underlying
a repurchase agreement on a timely basis if the other
party entering into the repurchase agreement with the
Fund defaults or becomes insolvent.

7
<PAGE>

Performance Information ________________________________________________________

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

Best Quarter
-------------
1.40%
6/30/95

Worst Quarter
-------------
0.71%
6/30/93
[bar chart]
1994 1995 1996 1997 1998 1999
3.89% 5.59% 5.08% 5.33% 5.24% 4.87%

This table compares the Fund's average annual total returns for the periods
ending December 31, 1999, to those of the Money Fund Report Averages(TM)/Total
Government Average+. An average measures the share prices of a specific group
of mutual funds with a particular investment goal. You cannot invest directly
in an average. The Money Fund Report Averages(TM)/Total Government Average is a
composite of mutual funds with investment goals similar to the Fund's goal.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Government Money Market Fund(US) 4.87% 5.15% 5.22% 4.71%*
Money Fund Report Averages(TM)/Total
Government Average 4.55% 4.85% 4.97% 4.47%*
- ----------------------------------------------------
</TABLE>
* Fund inception (1/4/93). Index inception computed from (12/31/92).

+ iMoneyNet, Inc. (formerly, IBC Financial Data)
To obtain the Fund's current yield, please call 1-800-443-4725.

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees .20%
Other Expenses .21%
- -------------------------------------------
Total Annual Fund Operating Expenses .41%
- -------------------------------------------
Fee Waiver/1/ -.08%
- -------------------------------------------
Net Expenses .33%
- -------------------------------------------
</TABLE>
/1/The Administrator has agreed to waive its fees through April 2001 in an
amount necessary to limit administration fees to 0.07% of the Fund's net
assets. Administration fees are included in Other Expenses.

8
<PAGE>

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C>
$34 $124 $222 $510
</TABLE>

9
<PAGE>

TREASURY MONEY MARKET FUND(US)

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

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

The Treasury Money Market Fund(US) invests substantially
Principal all of its assets in U.S. Treasury money market
Investment instruments, repurchase agreements in respect of these
Strategies securities, and shares of money market funds that invest
in U.S. Treasury obligations.

The Advisor structures the Fund's portfolio based on its
outlook on interest rates, market conditions, and
liquidity needs. The Advisor adjusts the average maturity
of the Fund in anticipation of changes in short-term
interest rates. Important factors include an assessment
of Federal Reserve policy and an analysis of the yield
curve.

Principal Risks
of Investing in
this Fund . The Fund may not be able to maintain a net asset value
of $1.00 at all times.

. A security backed by the full faith and credit of the
United States or U.S. Treasury is guaranteed only as to
the timely payment of interest and principal when held
to maturity. The guarantee does not extend to the market
prices for such securities, which can fluctuate.

10
<PAGE>

.
[ICON LOGO]
Performance Information _______________________________________________________

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

Best Quarter
-----------
1.34%
6/30/95

Worst Quarter
-----------
0.62%
6/30/93

[bar chart]
1994 1995 1996 1997 1998 1999
3.58% 5.28% 4.80% 4.97% 4.90% 4.63%

This table compares the Fund's average annual total returns for the periods
ending December 31, 1999, to those of the Money Fund Report Averages(TM)/U.S.
Treasury Average+. An average measures the share prices of a specific group of
mutual funds with a particular investment objective. You cannot invest
directly in an average. The Money Fund Report Averages(TM)/U.S. Treasury
Average is a composite of mutual funds with investment goals similar to the
Fund's goal.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Treasury Money Market Fund(US) 4.63% 4.83% 4.92% 4.39%*
Money Fund Report
Averages(TM)/U.S. Treasury Average 4.21% 4.55% 4.71% 4.24%*
</TABLE>
* Fund inception (1/4/93). Average inception computed from (12/31/92).

+ iMoneyNet, Inc. (formerly, IBC Financial Data)

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

[ICON LOGO]
Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees .35%
Other Expenses .24%
- -------------------------------------------
Total Annual Fund Operating Expenses .59%
- -------------------------------------------
Fee Waivers/1/ -.23%
- -------------------------------------------
Net Expenses .36%
- -------------------------------------------
</TABLE>

/1/The Advisor and Administrator have agreed to waive their fees through April
2001 in amounts necessary to limit Investment Advisory Fees and
administration fees to 0.20% and 0.07%, respectively, of the Fund's net
assets. Administration fees are included in Other Expenses. The Advisor and
Administrator are affiliated.

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C>
$37 $166 $306 $716
</TABLE>

11
<PAGE>

.
TAX-EXEMPT MONEY MARKET FUND(US)

________________________________________________________________________________

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

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

Principal Risks
of Investing in . The Fund may not be able to maintain a net asset value
this Fund of $1.00 at all times.

. In addition to the general risks of investing in any
Money Market Fund, this Fund is subject to the risks of
investing in municipal securities. There may be economic
or political changes that impact the ability of
municipal issuers to repay principal and to make
interest payments on municipal securities. Changes to
the financial condition or credit rating of municipal
issuers may also adversely affect the value of the
Fund's municipal securities. Constitutional or
legislative limits on borrowing by municipal issuers may
result in reduced supplies of municipal securities.
Moreover, certain municipal securities are backed only
by a municipal issuer's ability to levy and collect
taxes. In addition, since the Fund may purchase
securities supported by credit enhancements from banks
and other financial institutions, changes in the credit
quality of these institutions could cause losses to the
Fund and affect its share price.

. The Fund is also subject to concentration risk.
Concentration risk is the risk that the Fund may be more
sensitive to an adverse economic, business or political
development if it invests more than 25% of its assets in
municipal instruments the interest upon which is paid
solely from revenues of similar projects, or in
industrial development bonds.

12
<PAGE>

.
[LOGO]

Performance Information _______________________________________________________

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

Best Quarter
-------------
0.91%
6/30/95

Worst Quarter
-------------
0.48%
6/30/93

[bar chart]
1994 1995 1996 1997 1998 1999
2.50% 3.49% 3.14% 3.36% 3.21% 3.01%

This table compares the Fund's average annual total returns for the periods
ending December 31, 1999, to those of the Money Fund Report AveragesTM/Total
Tax-Free Average+. An average measures the share prices of a specific group of
mutual funds with a particular investment goal. You cannot invest directly in
an average. The Money Fund Report AveragesTM/Total Tax-Free Average is a
composite of mutual funds with investment goals similar to the Fund's goal.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Tax-Exempt Money Market Fund(US) 3.01% 3.19% 3.24% 2.96%*
Money Fund Report AveragesTM/Total
Tax-Free Average 2.72% 2.93% 3.03% 2.79%*
</TABLE>
- -------------------------------
* Fund inception (1/4/93). Average inception computed from (12/31/92).

+ iMoneyNet, Inc. (formerly, IBC Financial Data)

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

[LOGO]

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees .35%
Other Expenses .23%
- -------------------------------------------
Total Annual Fund Operating Expenses .58%
- -------------------------------------------
Fee Waivers/1/ -.23%
- -------------------------------------------
Net Expenses .35%
- -------------------------------------------
</TABLE>

/1/The Advisor and Administrator have agreed to waive their fees through April
2001 in amounts necessary to limit Investment Advisory Fees and
administration fees to 0.20% and 0.07%, respectively, of the Fund's net
assets. Administration fees are included in Other Expenses. The Advisor and
Administrator are affiliated.

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C>
$36 $163 $301 $704
</TABLE>

13
<PAGE>

THE U.S. EQUITY FUNDS _____________________________________________________

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

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

14
<PAGE>

.
VALUE FUND(US)

_______________________________________________________________________________

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

Principal
Investment The Value Fund(US) invests in common stocks and other
Strategies equity securities of U.S. companies with market
capitalization levels generally greater than $1 billion.
The Sub-Advisor utilizes a disciplined valuation approach
designed to identify stocks of companies that are
undervalued and have good prospects for earnings growth.
Undervalued securities are normally characterized by
relatively low price-to-earnings ratios, low ratios of
market price-to-book value, or underlying asset values
that the Sub-Advisor believes are not fully reflected in
the securities' current market price. Further, the Fund is
constructed in a diversified manner to take advantage of
opportunities across many industries.

15
<PAGE>

Performance Information ________________________________________________________

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

Best Quarter
-------------
15.69%
6/30/97

Worst Quarter
-------------
-18.05%
9/30/98

[bar chart]
1994 1995 1996 1997 1998 1999
0.00% 32.02% 20.43% 30.49% 5.47% 11.14%

On December 6, 1999, the Advisor hired Mellon Equity Associates, LLP as the
Sub-Advisor to invest and manage the Fund. To better reflect its strategy, the
Fund's benchmark has been revised from the S&P 500 Index to the S&P/BARRA Value
Index. This table compares the Fund's average annual total returns for the
periods ending December 31, 1999 to those of both indices. An index measures
the market prices of a specific group of securities in a particular market or
securities in a market sector. You cannot invest directly in an index. An index
does not have an investment advisor and does not pay any commissions or
expenses. If an index had expenses, its performance would be lower. The S&P 500
Index is a widely recognized index of 500 stocks designed to mimic the overall
equity market's industry weightings. The S&P/BARRA Value Index is a
capitalization weighted index made up of companies with lower book-to-price
ratios.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Value Fund(US) 11.14% 15.22% 19.45% 14.61%*
S&P 500 Index 21.03% 27.56% 28.54% 21.52%*
S&P/BARRA Value Index 12.72% 18.88% 22.94% 18.65%*
</TABLE>
- -----------------------------------

* Fund inception (1/4/93). S&P 500 Index inception computed from (12/31/92).

S&P/BARRA Value Index computed from (12/31/92).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

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

EXAMPLE

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

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

16
<PAGE>

.
GROWTH FUND(US)

_______________________________________________________________________________

Investment Goal
High level of total return primarily through capital
appreciation.

Principal The Growth Fund(US) invests in common stocks and other
Investment equity securities of U.S. companies. The Fund primarily
Strategies invests in companies that, in the Advisor's opinion, have
strong prospects for capital appreciation through earnings
growth. The Advisor chooses investments by focusing on
companies with above average earnings growth rates. The
Advisor seeks a fundamental understanding of each company,
using a combination of factors which may include:

. valuation
. price appreciation
. positive earnings changes
. earnings surprises
. accelerated earnings
. price strength over time

In addition, the Advisor focuses on companies that have a
competitive advantage in their industry or market niche.
The Advisor uses a bottom-up approach (emphasis on
individual industries and companies) to select investments
and diversifies the Fund's assets broadly across industry
sectors. In selecting investments, the Advisor combines
quantitative screens that focus on earnings consistency
and momentum with fundamental understandings of the
companies that focus on the dynamics of the company.

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

17
<PAGE>

Performance Information ________________________________________________________

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

Best Quarter
-------------
26.49%
12/31/98

Worst Quarter
-------------
-13.97%
9/30/98

[bar chart]
1994 1995 1996 1997 1998 1999
- -2.05% 31.60% 21.88% 23.98% 30.23% 12.82%

This table compares the Fund's average annual total returns for the periods
ending December 31, 1999, to those of the S&P 500 Index. An index measures the
market prices of a specific group of securities in a particular market or
securities in a market sector. You cannot invest directly in an index. An index
does not have an investment advisor and does not pay any commissions or
expenses. If an index had expenses, its performance would be lower. The S&P 500
Index is a widely recognized index of 500 stocks designed to mimic the overall
equity market's industry weightings.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Growth Fund(US) 12.82% 22.13% 23.88% 17.03%*
S&P 500 Index 21.03% 27.56% 28.54% 21.52%*
</TABLE>
- -----------------------------------
* Fund inception (1/4/93). Index inception computed from (12/31/92).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

EXAMPLE

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

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

18
<PAGE>

SMALL CAP FUND(US) (formerly, SMALL CAP GROWTH FUND(US))

_______________________________________________________________________________

[LOGO]

Investment Goal
High level of total return primarily through capital
appreciation.

[LOGO]

Principal The Small Cap Fund(US) primarily invests in common stocks
Investment and other equity securities of domestic companies that
Strategies have smaller capitalization levels (generally market
capitalizations of less than $1.5 billion at the time of
initial purchase) that are either undervalued or that the
Sub-Advisor believes have strong prospects for capital
appreciation through earnings growth. Generally, no more
than 75% of the Funds investments will be devoted to
either the growth or value strategy at any one time.

In selecting growth style investments for the Fund, the
Sub-Advisor reviews a company's sales and earnings growth
rates, and evaluates the strength of its balance sheet.
The Sub-Advisor seeks investments that have above average
sales growth, earnings growth or return on equity relative
to their industry peers. Although the Sub-Advisor targets
growth sectors of the U.S. economy, such as technology,
health care, and consumer and business services, the Sub-
Advisor diversifies broadly across industry sectors. The
Fund also focuses on companies that the Advisor believes
have a competitive advantage in their industry or market
niche.

In selecting value-style investments for the Fund, the
Sub-Advisor focuses on undervalued investments based on
such measures as price-to-earnings, price-to-cash flow,
price-to-book and price-to-sales ratios. The Sub-Advisor
typically uses a quantitative screen that ranks the
attractiveness of an investment based on a combination of
valuation measures such as price-to-earnings and price-to-
cash ratios. In further evaluating the attractiveness of
an investment, the Sub-Advisor considers business
conditions in the company's industry and its competitive
position in that industry. The Sub-Advisor conducts
fundamental research on certain investments, which often
includes reviewing SEC filings, examining financial
statements and meeting with top-level company executives.
While broadly diversifying the Fund's assets across many
industry sectors, the Sub-Advisor seeks companies with
solid profit prospects and returns on capital.

[LOGO]

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

19
<PAGE>

The Fund's small-cap securities may underperform mid-cap
or large-cap securities, or the equity markets as a whole
when they are out-of-favor or when they do not achieve
anticipated growth levels. Further, growth-style
securities may underperform value-style securities when
they are out-of-favor or do not achieve anticipated
growth levels. Similarly, value-style securities may
underperform growth-style securities when they are out-
of-favor or do not achieve anticipated valuations.

20
<PAGE>

.
[LOGO]

Performance Information _______________________________________________________

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

Best Quarter
-------------
19.13%
6/30/97

Worst Quarter
-------------
-23.88%
9/30/98

[bar chart]
1994 1995 1996 1997 1998 1999
- -6.27% 32.13% 19.42% 15.89% -6.52% 15.88%

<TABLE>
<CAPTION>
3 5
1 Year Years Years Since Inception
------ ------ ------ ---------------
<S> <C> <C> <C> <C>
Small Cap Fund(US) 15.88% 7.88% 14.65% 9.69%*
Russell 2000 Growth Index 43.09% 17.83% 18.99% 14.87%*
Russell 2000 Index 21.26% 13.08% 16.69% 14.15%*
</TABLE>
- -----------------------------------
* Fund inception (1/4/93). Russell 2000 Growth Index inception computed from
(12/31/92).

Russell 2000 Index inception computed from (12/31/92).

[LOGO]

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees .80%
Other Expenses .39%
- -------------------------------------------
Total Annual Fund Operating Expenses 1.19%
- -------------------------------------------
</TABLE>

21
<PAGE>

EXAMPLE

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

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C>
$121 $378 $654 $1,443
</TABLE>

22
<PAGE>

.
REAL ESTATE FUND(US)

_______________________________________________________________________________
[LOGO]

Investment Goal
High level of total return, a combination of growth and
income.
[LOGO]

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

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

Principal Risks In addition to the general risks of investing in any
of Investing in Equity Fund, this Fund is subject to the risk of
this Fund concentrating its investments in the real estate industry,
which includes the risk that the real estate industry will
underperform other industries, as well as the risk that
issuers in the real estate industry will be impacted by
market conditions, legislative or regulatory changes, or
competition. Although the Fund does not invest directly in
real estate, it will be indirectly subject to the risks
associated with direct real estate ownership, including
the cyclical nature of real estate values, overbuilding
and increased competition, increases in property taxes and
operating expenses, and increases in interest rates.

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

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

23
<PAGE>

.
logo of abn

Performance Information ________________________________________________________

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

Best Quarter
-------------
9.99%
6/30/99

Worst Quarter
-------------
-10.05%
9/30/99

[bar chart]
1998 1999
- -12.35% -3.33%

<TABLE>
<CAPTION>
1 Year Since Inception
------ ---------------
<S> <C> <C>
Real Estate Fund(US) -3.33% - 8.17%*
Morgan Stanley REIT Index -4.55% -10.94%*
</TABLE>
- -----------------------------------

* Fund inception (12/30/97). Index inception computed from (12/31/97).

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees 1.00%
Other Expenses 1.42%
- -------------------------------------------
Total Annual Fund Operating Expenses 2.42%
- -------------------------------------------
Fee Waivers/1/ -.81%
- -------------------------------------------
Net Expenses 1.61%
- -------------------------------------------
</TABLE>

/1/The Advisor and administrator have agreed to waive their fees through April
2001 in amounts necessary to limit Investment Advisory Fees and Fund
accounting fees to 0.70% and 0.0%, respectively, of the Fund's net assets.
Fund accounting fees are included in Other Expenses. The Advisor and
Administrator are affiliated.

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C>
$164 $677 $1,217 $2,695
</TABLE>

24
<PAGE>

.
BALANCED FUND(US)

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

[LOGO APPEARS HERE]

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

[LOGO APPEARS HERE]

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

25
<PAGE>

26
<PAGE>

Performance Information _______________________________________________________

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

Best Quarter
-------------
12.94%
12/31/98

Worst Quarter
-------------
-11.86%
9/30/98

[bar chart]
1994 1995 1996 1997 1998 1999
- -2.11% 21.85% 13.15% 22.10% 9.97% 10.55%

<TABLE>
<CAPTION>
3 5
1 Year Years Years Since Inception
------ ------ ------ ---------------
<S> <C> <C> <C> <C>
Balanced Fund(US) 10.55% 14.07% 15.40% 11.63%*
70% Russell 3000 Index/30% Lehman
Brothers Aggregate Bond Index 14.38% 19.59% 21.18% 16.19%*
60% S&P 500/40% Lehman Brothers Aggregate
Bond Index 12.29% 18.83% 20.22% 15.48%*
</TABLE>
- -----------------------------------
* Fund inception (1/4/93). 70% Russell 3000 Index/30% Lehman Brothers
Aggregate Bond Index inceptions computed from (12/31/92). 60% S&P 500/40%
Lehman Brothers Aggregate Bond Index inceptions computed from (12/31/92).

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

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

EXAMPLE

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

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

27
<PAGE>

THE U.S. FIXED INCOME FUNDS _______________________________________________

28
<PAGE>

.
FIXED INCOME FUND(US)

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

[LOGO APPEARS HERE]

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

[LOGO APPEARS HERE]

Principal
Investment The Fixed Income Fund(US) primarily invests in debt
Strategies securities, such as corporate bonds and U.S. Treasury and
government agency obligations, mortgage-backed securities
and asset-backed securities. The Fund may also invest in
U.S. dollar denominated debt securities of foreign issuers
(e.g., Yankee bonds). In selecting investments for the
Fund, the Advisor seeks securities that show improving
fundamentals not yet reflected in their price. The Advisor
broadly emphasizes all fixed income securities, including
mortgage-backed, corporate and U.S. government securities,
in an effort to reduce risk.

The Advisor actively manages four key components of
portfolio risk:

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

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

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

[LOGO APPEARS HERE]

Principal Risks In addition to the general risks of investing in any Fixed
of Investing in Income Fund, this Fund is subject to the risks of
this Fund investing in U.S. government securities. Although
investments in U.S. government securities are considered
to be among the safest investments, they are not
guaranteed against price movements due to changing
interest rates. Obligations issued by some U.S. government
agencies are backed by the U.S. Treasury, while others are
backed solely by the ability of the agency to borrow from
the U.S. Treasury or by the agency's own resources.

29
<PAGE>

High yield bonds involve greater risk of default or price
declines than investment-grade securities. The market
prices of these securities can change significantly for a
number of reasons, such as changes in interest rates,
credit quality and stock market activity. In addition,
the trading market for these securities is generally less
liquid than for higher rated securities.

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

[LOGO]

Performance Information ________________________________________________________

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

Best Quarter
-------------
5.93%
6/30/95

Worst Quarter
-------------
-2.89%
3/31/94

[bar chart]
1994 1995 1996 1997 1998 1999
- -3.82% 17.75% 3.42% 9.22% 7.13% -2.11%

30
<PAGE>

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Fixed Income Fund(US) -2.11% 4.63% 6.88% 5.70%*
Lehman Brothers Aggregate Bond Index -0.82% 5.73% 7.73% 6.42%*
</TABLE>
* Fund inception (1/4/93). Index inception computed from (12/31/92).

[LOGO]

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees .60%
Other Expenses .24%
- -------------------------------------------
Total Annual Fund Operating Expenses .84%
- -------------------------------------------
Fee Waiver/1/ -.10%
- -------------------------------------------
Net Expenses .74%
- -------------------------------------------
</TABLE>
/1/The Advisor has agreed to waive its fees through April 2001 in an amount
necessary to limit Investment Advisory Fees to 0.50% of the Fund's net
assets.

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C>
$76 $258 $456 $1,028
</TABLE>

31
<PAGE>

TAX-EXEMPT FIXED INCOME FUND(US)

________________________________________________________________________________

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

[LOGO APPEARS HERE]

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

The Advisor actively manages four key components of
portfolio risk:

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

[LOGO APPEARS HERE]

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

32
<PAGE>

.
Performance Information _______________________________________________________

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

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

<CAPTION>
Worst Quarter
-----------
<S>
-5.34%
3/31/94
</TABLE>
[bar chart]
1994 1995 1996 1997 1998 1999
- -4.93% 15.67% 2.96% 9.36% 5.79% -2.45%

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Tax-Exempt Fixed Income Fund(US) -2.45% 4.11% 6.09% 4.79%*
Lehman Brothers Municipal Bond
Index -2.06% 4.43% 6.91% 5.83%*
</TABLE>
* Fund inception (1/4/93). Index inception computed from (12/31/92).

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees .60%
Other Expenses .44%
- -------------------------------------------
Total Annual Fund Operating Expenses 1.04%
- -------------------------------------------
Fee Waivers/1/ -.10%
- -------------------------------------------
Net Expenses .94%
- -------------------------------------------
</TABLE>
/1/The Advisor has agreed to waive its fees through April 2001 in an amount to
limit Investment Advisory Fees to 0.50% of the Fund's net assets.

EXAMPLE

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C>
$ 96 $321 $564 $1,262
</TABLE>

33
<PAGE>

.
More Information About Risk ____________________________________________________

Type of Risk Funds Subject to Risk

All 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.

Currency Risk - The value of foreign securities Fixed Income Fund(US)
will be affected by the value of the local
currency relative to the U.S. dollar. The value Balanced Fund(US)
of a foreign denominated security may be worth
less in U.S. dollars even if the security
increases in value in its home country. U.S.
dollar denominated securities of foreign
issuers may also be affected by currency risk.

Fixed Income Risk - In addition to the general Balanced Fund(US)
risks of investing in bonds and other fixed U.S. Fixed Income Funds
income securities, different types of fixed
income securities may be subject to the
following additional risks:

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

34
<PAGE>

Type of Risk

Funds Subject to Risk

Hedging Risk - Hedging is a strategy designed U.S. Equity Funds Balanced
to offset investment risks. Hedging activities Fund(US) U.S. Fixed Income
include, among other things, the use of Funds
forwards, options and futures. The Funds
typically do not engage in hedging
transactions. The Advisor may determine not to,
or may be unable to, hedge under certain market
or economic conditions, or in certain
countries.

There are risks associated with hedging
activities, including:

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

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

Futures - Futures can be used to offset U.S. Equity Funds Balanced
changes in the value of securities held or Fund(US)U.S. Fixed Income
expected to be acquired, gain exposure to a Funds
particular market or instrument, to create
a certain market position, or for certain
other tax-related purposes. Futures
contracts and options on futures contracts
provide for the future sale by one party
and purchase by another party of a
specified amount of a specific security at
a specified future time and at a specified
price. An option on a futures contract
gives the purchaser the right, in exchange
for a premium, to assume a position in a
futures contract at a specified exercise
price during the term of the option. Index
futures are futures contracts for various
indices that are traded on registered
securities exchanges.

35
<PAGE>

.
Type of Risk Funds Subject to Risk

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

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

All Funds
Temporary Defensive Investing - The
investments and strategies described
throughout the Prospectus are those the
Advisor uses under normal market
conditions. When the Advisor determines
that market conditions warrant, each Fund
may invest up to 100% of its assets in
money market instruments, hold U.S. dollars
and foreign currencies or shorten its
average weighted maturity. When a Fund is
investing for temporary, defensive
purposes, it is not pursuing its investment
goal.

36
<PAGE>

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

How Do I Obtain an Application?
Account Applications can be
obtained by calling
1-800-443-4725
or from
www.abnamrofunds-usa.com

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

Purchasing Common Shares

How to Purchase You may purchase Common Shares of the Funds by mail,
Common Shares telephone or wire directly

from us. You also may
purchase Common Shares
through a variety of
channels, including wrap
programs, retirement plans,
discount brokerage programs,
and through various brokerage
firms and financial
institutions that are
authorized to sell Common
Shares (intermediaries).
Common Shares are offered
continuously and without a
sales charge (see Doing
Business Through An
Intermediary).
To buy shares directly from us, please call 1-800-443-
4725 to obtain an Account Application. You should make
your check or money order payable in U.S. dollars to ABN
AMRO Funds and include the name of the appropriate Fund(s)
on your check.
We cannot accept third party checks, credit cards,
credit card checks or cash. Please note that if you
purchase shares with a check and then sell these shares
within a short period of time, we may delay payment to you
until your check clears (which may take up to 15 Business
Days). If your check does not clear, your purchase will be
canceled and you could be liable for any costs incurred.

By U.S. Mail To open an account, you can mail an Account Application
and check or money order to:

ABN AMRO Funds
P.O. Box 9765

Providence, RI 02940

Your check or money order can accompany the Account
Application, or can be mailed separately. You also can
make additional purchases by mail, using the above
address.

By Telephone
After you mail us an Account Application and open an
account, you may purchase shares over the telephone by
calling us at 1-800-443-4725. We will complete your
purchase order when we receive your payment.

. first, call us at 1-800-443-4725
. second, include your name, account number, taxpayer
identification number or Social Security number,
address and the Fund(s) you wish to purchase in the
wire instructions
. and third, wire Federal Funds to:
BSDT of Boston Massachusetts
ABN #01-10-01234
Account Number 14272
Further credit [Fund Name]

37
<PAGE>

You can make additional investments by wire by using
the above procedure.

Fund shares cannot be purchased by wire on Federal
holidays that restrict wire transfers.

How to Purchase You may purchase a Fund's shares on any business day,
Common Shares 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.

(continued)

For same day funding, call for special instructions.

The price per share (the offering price) will be the net
asset value (NAV) per share next determined after we
receive your purchase order and payment. We calculate
each Fund's NAV once each Business Day. Each Fund's NAV
will be calculated as of the close of regular trading on
the New York Stock Exchange (NYSE) (normally, 4:00 p.m.,
Eastern time). So, for these Funds, to receive the
current Business Day's NAV, generally either we must
receive your purchase order in good order from you or
your financial institution before 4:00 p.m., Eastern time
or your purchase order must be confirmed by telephonic
confirmation.
For the Money Market Funds, we must receive your
purchase order in good order and payment before 1:00
p.m., Eastern time for you to receive the current
Business Day's NAV and that day's dividend. You may not
purchase shares of a Money Market Fund by Federal Reserve
wire on days the Federal Reserve is closed. Purchase
requests for the Money Market Funds submitted to the
Transfer Agent before 5:00 p.m., Eastern time, by
accounts for which ABN AMRO North America, Inc. or
certain of its affiliates act in a fiduciary, agency,
investment advisory or custodian capacity, will become
effective at the net asset value determined as of 5:00
p.m., Eastern time, and will be entitled to receive the
dividend declared, on that same Business Day.

In calculating NAV for the Non-Money Market Funds, we
generally value a Fund's portfolio at market price. In
calculating NAV for the Money Market Funds, we generally
value a Fund's Portfolio using the amortized cost
valuation method, which is described in detail in the
Statement of Additional Information. On occasion, fair
value prices may be determined in good faith using
methods approved by the Board of Trustees. Some Funds
hold portfolio securities that trade on foreign
exchanges. These securities may trade on weekends or
other days when the Funds do not calculate NAV. As a
result, the NAV of a Fund's shares may change on days
when you cannot purchase or sell Fund shares. Although we
cannot assure this, we expect the NAV for the Money
Market Funds to remain constant at $1.00 per share.

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

38
<PAGE>

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

How Does an
Exchange Take
Place?

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

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

Minimum To purchase Common Shares of any Fund for the first time,
Investment you must invest at least $2,000 in any Fund. To purchase
additional shares of any Fund, you must invest at least
$100. However, we may waive the investment minimums at any
time at our discretion.
If you have arranged to purchase shares through the
Automatic Investment Plan (see below), then you must
invest at least $50.
You may purchase Common Shares by direct deposit or
Automated Clearing House transactions.
The Advisor and Distributor reserve the right to refuse
any order for the purchase of shares.

Exchanging Common Shares __________________________________________________

You may exchange Common
How to Exchange Shares of any
Your Shares
Fund for Common Shares of any
other ABN AMRO Fund on any
Business Day. You can request
an exchange by mail, or by
telephone if you elected the
telephone exchange option on
your Account Application. You
will receive the current
Business Day's NAV if we
receive your exchange request
in good order before NAV is
calculated for the Non-Money
Market Funds and by 1:00
p.m., Eastern time for the
Money Market Funds.

If your request is for more than $5,000, we may require
a written exchange request with a medallion signature
guarantee from an eligible guarantor (a notarized
signature is not sufficient). A medallion signature
guarantee may be obtained from a domestic bank or trust
company, broker, dealer, clearing agency, savings
association, or other financial institution which is
participating in a medallion program recognized by the
Securities Transfer Association. The three recognized
medallion programs are Securities Transfer Agents
Medallion Program (STAMP), Stock Exchanges Medallion
Program (SEMP) and New York Stock Exchange, Inc. Medallion
Signature Program (NYSE MSP). Signature guarantees from
financial institutions which are not participating in one
of these programs will not be accepted. The Funds may
change or cancel the exchange privilege at any time upon
60 days' notice.

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

39
<PAGE>

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 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 quarter; or (iii) exchanges Fund 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 or
purchase Fund shares based upon certain predetermined
market indicators will be aggregated for purposes of the
exchange limits.

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

The Funds will not be responsible for any fraudulent
General Policies telephone order, provided that they take reasonable
measures to verify the order and the investor did not
decline telephone priviledges on the application.

The Funds have the right to:

.change or waive the minimum investment amounts;

. refuse any purchase or exchange of shares if it
could adversely affect the Fund or its operations;

. change or discontinue exchange privileges or
temporarily suspend exchange privileges during
unusual market conditions;

. 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); and

. suspend redemptions as permitted by law (e.g.,
emergency situations).

Shareholder
Mailings To help reduce Fund expenses and environmental waste, the
Funds combine mailings for multiple accounts going to a
single household by delivering Fund financial reports
(annual and semi-annual reports, prospectuses, etc.) in a
single envelope. If you do not want us to continue
consolidating your Fund mailings and would prefer to
receive separate mailings with multiple copies of Fund
reports, please call one of our Fund representatives at
1-800-443-4725.

40
<PAGE>

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

What is a
Medallion
Signature
Guarantee?

A medallion
signature
guarantee
verifies the
authenticity of
your signature
and may be
obtained from a
domestic bank or
trust company,
broker, dealer,
clearing
agencies, savings
associations or
other financial
institution which
is participating
in a Medallion
Program
recognized by the
Securities
Transfer
Association. A
notary public
cannot provide a
signature
guarantee.

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

Selling Common Shares _________________________________________________________

How to Sell Your
Shares You may sell (redeem) your
Common Shares on any Business
Day by mail or telephone. If
your redemption request is for
more than $5,000, or if you are
requesting that the proceeds
from your redemption be sent to
an address or an account that
is different from what we have
on our records, then we may
require a written redemption
request with a signature
guarantee from an eligible
guarantor (a notarized
signature is not sufficient). A
medallion signature guarantee
may be obtained from a domestic
bank or trust company, broker,
dealer, clearing agency,
savings association, or other
financial institution which is
participating in a medallion

program recognized by the Securities Transfer Association.
The three recognized medallion programs are Securities
Transfer Agents Medallion Program (STAMP), Stock Exchanges
Medallion Program (SEMP) and New York Stock Exchange, Inc.
Medallion Signature Program (NYSE MSP). Signature
guarantees from financial institutions which are not
participating in one of these programs will not be
accepted.

Redemption requests for the Money Market Funds submitted
to the Transfer Agent before 5:00 p.m., Eastern time, by
accounts for which ABN AMRO North America, Inc. or certain
of its affiliates act in a fiduciary, agency, investment
advisory or custodian capacity, will become effective at
the net asset value determined as of 5:00 p.m., Eastern
time that same Business Day.

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

41
<PAGE>

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

More Information About Share Transactions ______________________________________

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

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

Doing Business Common Shares are sold without a sales load, 12b-1 fee or
Through an shareholder servicing fee. However, intermediaries may
Intermediary charge fees for services provided in connection with
buying, selling or exchanging Fund shares on your behalf.
Each intermediary may impose its own rules about share
transactions, including earlier deadlines for purchase,
sale and exchange requests.

42
<PAGE>

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

Distributions

The Funds
distribute income
dividends and
capital gains.
Income dividends
represent the
earnings from a
Fund's
investments;
capital gains
occur when a Fund
sells a portfolio
security for more
than the original
purchase price.

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

Taxes

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

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

Dividends and Distributions ___________________________________________________

The Funds distribute their net investment income as
follows:

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

. Money Market Funds Declared daily and distributed monthly
. U.S. Equity Funds Declared and distributed monthly
. Balanced Fund Declared and distributed monthly

. U.S. Fixed Income Funds Declared and distributed monthly

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

Tax Information _______________________________________________________________

Tax Status of Each Fund will distribute substantially all of its
Distributions income and capital gains, if any.

The dividends and distributions you receive may be
subject to federal, state and local taxation, depending on your
tax situation. You may be taxed on each sale of Fund shares.
The Tax-Exempt Fixed Income Fund(US) and Tax-Exempt Money
Market Fund(US) intend to distribute federally tax-exempt income.
This income may be subject to state and local taxes. Each Fund,
however, may invest a portion of its assets in securities that
generate taxable income for federal or state income taxes. Any
capital gains distributed by these Funds may be taxable.

43
<PAGE>

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

Investment Advisor

The Funds'
Advisor manages
investment
activities and is
responsible for
the performance
of the Funds. The
Advisor conducts
research,
executes Fund
strategies based
on an assessment
of economic and
market
conditions, and
determines which
portfolio
securities to
buy, hold or
sell.

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

Investment Advisor _____________________________________________________________

The Advisor makes investment decisions for the Funds and
reviews, supervises, and administers each Fund's investment
program. The Trustees of the Funds supervise the Advisor
and establish policies that the Advisor must follow in its
day-to-day management activities.

ABN AMRO Asset Management (USA) Inc. (Advisor), 208
South LaSalle Street, Chicago, IL 60604, serves as Advisor
to the Funds. The Advisor was organized in March 1991 under
the laws of the State of Delaware and is registered with
the Securities and Exchange Commission (SEC) under the
Investment Advisers Act of 1940, as amended (Advisers Act).
The Advisor manages assets for individuals and
institutions, including corporations, unions, governments,
insurance companies, charitable organizations and
investment companies. The Advisor is an indirect wholly-
owned subsidiary of ABN AMRO Bank N.V. and an affiliate of
the Funds' Administrator. As of December 31, 1999, the
Advisor managed approximately $8.4 billion in assets.

For the fiscal year ended December 31, 1999, the Funds
paid the following in advisory fees: 0.20% for the Money
Market Fund(US), 0.20% for the Government Money Market
Fund(US), 0.20% for the Treasury Money Market Fund(US),
0.20% for the Tax-Exempt Money Market Fund(US), 0.80% for
the Value Fund(US), 0.80% for the Growth Fund(US), 0.80%
for the Small Cap Fund(US), 0.70% for the Real Estate
Fund(US), 0.70% for the Balanced Fund(US), 0.50% for the
Fixed Income Fund(US), and 0.50% for the Tax-Exempt Fixed
Income Fund(US).
The Advisor may use its affiliates as brokers for the
Funds' portfolio transactions. The affiliates may receive
compensation from the Funds for their brokerage services.
The Advisor may, from time to time and at its own
expense, provide promotional incentives, in the form of
cash or other compensation, to certain financial
institutions whose representatives have sold or are
expected to sell significant amounts of the Funds'
shares. Some of these financial institutions may be
affiliated with the Advisor. The Advisor also may, from
time to time and at its own expense, pay significant
amounts to third parties, such as brokers, dealers and
other financial institutions, for distribution assistance
or related services. These institutions may be affiliated
with the Advisor.

Jac A. Cerney, C.F.A., Senior Vice President of the
Advisor, has served as portfolio manager for the equity
portion of the Balanced Fund(US) since its inception. Mr.
Cerney has been associated with the Advisor and its
predecessor since April, 1990 as a portfolio manager.
Prior to joining the Advisor's predecessor firm in 1990,
Mr. Cerney was the equity portfolio manager for
Commonwealth Edison's internally managed pension fund.
Mr. Cerney earned a B.A. in Chemistry from Oberlin
College, an M.S. in Chemistry from the University of
Chicago and an M.B.A. in Finance from the University of
Chicago. He is a member of the Investment Analysts
Society of Chicago.

44
<PAGE>

As of August 1999, Paul Becker and Nancy Ellefson, have
been co-managers of the Growth Fund(US) and are jointly
and primarily responsible for the day-to-day management of
the Fund.
Paul Becker, CFA, Group Senior Vice President of the
Advisor, has been associated with the Advisor or its
affiliates since 1984 and has served as a Group Senior
Vice President for the Advisor since May, 1999 and as a
Group Senior Vice President for LaSalle National Bank
since October, 1984. As Group Senior Vice President for
the Advisor, Mr. Becker is responsible for various
investment process activities that include asset
allocation, stock selection and fixed income teams. Mr.
Becker has over 19 years of investment management
experience and over 10 years of teaching experience in
economics. Mr. Becker holds an M.B.A. and a B.S. in
Economics and a B.S. in Finance from DePaul University and
is a member of the Investment Analysts Society of Chicago
and Association for Investment Management and Research.

Nancy Ellefson, CFA, Vice President of the Advisor, has
served as an analyst and assistant portfolio manager of
the Growth Fund(US) since 1993. Ms. Ellefson holds an
M.B.A. in Finance from DePaul University and a B.S. in
Business Management and Finance from the University of
Wisconsin - Parkside and is a member of the Investment
Analysts Society of Chicago.
Nancy Holland, C.P.A., Senior Vice President of the
Advisor, has served as portfolio manager of the Real
Estate Fund(US) since its inception. Ms. Holland has been
associated with the Advisor and its predecessor since
January, 1997 as a portfolio manager. Prior to joining the
Advisor, Ms. Holland served as a real estate analyst with
Edward Jones from January, 1995 to December, 1996, and
served as a senior financial analyst and development
accounting manager with CenterMark Properties from
November, 1988 to January, 1995. Ms. Holland graduated
from Saint Louis University with a B.S. in Accounting.
Messrs. Finley, Germack and Youngberg, members of the
Fixed Income Portfolio Management Team, have been jointly
and primarily responsible for the day-to-day management of
the Fixed Income Fund(US) and the fixed income portion of
the Balanced Fund(US). Messrs. Finley, Germack and
Youngberg have been members of the team since February,
2000, August, 1999 and January, 1999, respectively.

William Finley, CFA, Group Senior Vice President of the
Advisor, has been associated with the Advisor and/or its
affiliates since 1985 and has served as Group Senior Vice
President for the Advisor since May, 1999 and Group Senior
Vice President for LaSalle Bank N.A. since March, 1999.
Mr. Finley serves as the Director of Fixed Income for the
Advisor and has over 22 years of investment management
experience which includes creating one of the first stable
value pooled funds and serving in capacities ranging from
portfolio manager to Director of Short-term Cash
Management and Director of Fixed Income. Mr. Finley holds
a Masters of Management, with distinction, from
Northwestern University - Evanston and a B.S., with
distinction, from the University of Nebraska. He is a
member of the Association for Investment Management and
Research and the Investment Analysts Society of Chicago.

45
<PAGE>

.
holds an M.B.A. in Finance from Pennsylvania State
University and a B.S.M. in Finance from Tulane
University. Mr. Germack is a member of the Association of
Investment Management and Research and the Investment
Analysts Society of Chicago.
Todd J. Youngberg, C.F.A., Senior Vice President of
the Advisor, has served as portfolio manager of the
Balanced Fund(US) since November, 1998, and as portfolio
manager of the Fixed Income Fund(US) from November 1998
to January 1999. Mr. Youngberg joined the Advisor in
November, 1998 as a portfolio manager. From 1992 to
November 1998 Mr. Youngberg served as Vice President and
Portfolio Manager for Amerus Life Holdings Inc. in Des
Moines, Iowa. He was responsible for managing high yield
portfolios. Prior to joining Amerus Life, Mr. Youngberg
worked as a securities analyst for Central Life
Assurance/American Mutual Life Insurance Company. Mr.
Youngberg received a B.A. in Economics from Central
College in Pella, Iowa and his M.B.A. in Finance from
Drake University. He is a member of the Association of
Investment Management and Research.
John Erickson, First Vice President of the Advisor,
has served as portfolio manager of the Tax-Exempt Fixed
Income Fund(US) since October, 1999. Mr. Erickson has
been associated with the Advisor and/or its affiliates
since 1997, when he joined as a fixed income strategist.
He also works as a municipal bond strategist in the Trust
and Asset Management Department at LaSalle National Bank.
From 1988 to 1996 Mr. Erickson had management
responsibilities for the mutual and common trust
municipal funds at First Chicago. Mr. Erickson holds an
M.B.A. in Finance from Northwestern University and a
B.B.A. in Business Administration with a concentration in
Finance from the University of Notre Dame.
Steven Haldi, First Vice President of the Advisor, has
served as portfolio manager for the Tax-Exempt Money
Market Fund(US) since October, 1999. Before joining the
Advisor, Mr. Haldi worked for 15 years at First National
Bank of Chicago in the Fixed Income Portfolio Management
Group. Mr. Haldi holds an M.B.A. from Benedictine
University and a B.S. in Finance from Eastern Illinois
University.
Karen Van Cleave, Senior Vice President of the
Advisor, has served as portfolio manager of the Money
Market Fund(US), Government Money Market Fund(US) and
Treasury Money Market Fund(US) since January, 1994. Ms.
Van Cleave joined the Advisor in January, 1994 as a
portfolio manager. Prior to 1994, Ms. Van Cleave was a
Vice President/Portfolio Manager at Chemical Investment
Group, Ltd. for three years. Prior to that, she worked at
Shearson Lehman Hutton (and its predecessors) for seven
years in their money market fund complex. Ms. Van Cleave
earned her B.S. in Business Administration from Boston
University.

Sub-Advisors ______________________________________________________________

46
<PAGE>

.
1% general partner of the Sub-Advisor. Mellon Bank, N.A.
owns 100% of MMIP, Inc. Under the Mellon Sub-Advisory
Agreement, the Sub-Advisor manages the Value Fund(US),
selects investments and places all orders for purchases
and sales of the Fund's securities, subject to the general
supervision of the Board of Trustees of the Trust and the
Advisor. The Sub-Advisor receives a fee from the Advisor
for its services. As of December 31, 1999, the Sub-Advisor
had approximately $37.9 billion under management.
Messrs. Rydell and Sikorski of Mellon Equity, are
jointly responsible for implementing the Fund's policies
and strategies on a day-to-day basis. Together they co-
manage large-cap value assets for Mellon Equity.
William P. Rydell, CFA, President and Chief Executive
Officer of Mellon Equity, has been with the Mellon
organization since 1973 when he began his career as a
securities analyst. He has been President and CEO of
Mellon Equity since 1994. Mr. Rydell holds an M.B.A. from
the University of Michigan, a B.A. in Economics from
Wabash College and is a member of the Association for
Investment Management and Research.
Mark W. Sikorski, CFA, is a Vice President and
portfolio manager with Mellon Equity and has been with the
Mellon organization since 1996. Prior to that, he managed
various corporate treasury projects for Northeast
Utilities, including investment evaluations and bond
refinancings. Mr. Sikorski holds an M.B.A. from the
University of Bridgeport, a B.S. in Electrical Engineering
from Duke University and is a member of the Association
for Investment Management and Research.

As of December 6, 1999, Delaware Management Company,
2005 Market Street, Philadelphia, PA 19103 serves as the
investment Sub-Advisor of the Small Cap Fund(US), pursuant
to a sub-advisory agreement (Delaware Sub-Advisory
Agreement) with the Advisor. Delaware Management Company
is a separate series of Delaware Management Business Trust
(DMBT), a Delaware business trust organized under the laws
of the State of Delaware, and is registered with the SEC
under the Advisers Act. DMBT provides a full range of
investment advisory services through Delaware Management
Company and Delaware Investment Advisers (DIA), another
series of DMBT. Delaware Management Company provides
investment management services to other registered
investment companies. DIA provides investment advisory
services to large taxable and tax-exempt institutional
accounts. DMBT is an indirect, wholly owned subsidiary of
Lincoln National Corporation, which is also known as
Lincoln Financial Group. Under the Delaware Sub-Advisory
Agreement, the Sub-Advisor manages the Small Cap Fund(US),
selects investments and places all orders for purchases
and sales of the Fund's securities, subject to the general
supervision of the Board of Trustees of the Trust and the
Advisor. The Sub-Advisor receives a fee from the Advisor
for its services. As of December 31, 1999, the Sub-Advisor
and its investment management affiliates had approximately
$47 billion in assets under management in mutual funds,
closed-end funds and institutional accounts.
Members of an investment management committee of
Delaware Management Company are jointly responsible for
supervising the Small Cap Fund's(US) investment policies
and strategies. Messrs. Frey and Beck, the Fund's co-
managers, are primarily responsible for implementing the
Fund's policies and strategies on a day-to-day basis under
the committee's general supervision.

47
<PAGE>

Christopher S. Beck, CFA, Vice President/Senior
Portfolio Manager of the Sub-Advisor, heads the team that
manages the value side of the portfolio. Mr. Beck, who
has been in the investment business for 18 years, joined
Delaware Management Company in 1997 as a Vice President
and senior portfolio manager. From 1995 to 1997 he
managed a small cap mutual fund at Pitcairn Trust
Company. Prior to that, he was Chief Investment Officer
of the University of Delaware Endowment Fund. Mr. Beck
holds a B.S. from the University of Delaware and an
M.B.A. from Lehigh University. When making investment
decisions for the Fund, Mr. Beck regularly consults with
Andrea Giles.
Andrea Giles, Assistant Vice President/Research
Analyst for the Sub-Advisor, holds a BSAD from the
Massachusetts Institute of Technology and an M.B.A. in
Finance from Columbia University. Prior to joining
Delaware Investments in 1996 as a research analyst, she
was an account officer in the Leveraged Capital Group
with Citibank.

Gerald S. Frey, Senior Vice President/Senior Portfolio
Manager of the Sub-Advisor, heads the team that manages
the growth side of the Fund. Mr. Frey, who has been in
the investment business for over 25 years, has been a
senior portfolio manager with Delaware Investments since
1996. He holds a B.A. in Economics from Bloomsburg
University and attended Wilkes College and New York
University. From 1985 to 1996, he was a senior director
and portfolio manager with Morgan Grenfell Capital
Management in New York.
Marshall T. Bassett, Vice President/Portfolio Manager,
joined Delaware Investments as a Vice President and
portfolio manager in 1997. From 1989 to 1997, he served
as Vice President in Morgan Stanley Asset Management's
Emerging Growth Group, where he analyzed small growth
companies. He received his bachelor's degree and M.B.A.
from Duke University.
John A. Heffern, Vice President/Portfolio Manager,
holds a bachelor's degree and an M.B.A. from the
University of North Carolina at Chapel Hill. He joined
Delaware Investments as a Vice President and portfolio
manager in 1997. From 1994 to 1997, he was Senior Vice
President of Equity Research with NatWest Securities
Corporation's Specialty Finance Services unit.

Jeffrey W. Hynoski, Vice President/Portfolio Manager,
joined Delaware Investments in 1998 as a portfolio
manager. From 1993 to 1998 he served as a Vice President
at Bessemer Trust Company in the mid and large
capitalization growth group. Mr. Hynoski holds a B.S. in
Finance from the University of Delaware and an M.B.A.
from Pace University.
Stephen T. Lampe, Vice President/Portfolio Manager,
earned a bachelor's degree and an M.B.A. at the
University of Pennsylvania's Wharton School. He joined
Delaware Investments in 1995 as a research analyst and
provides analytical services for small and mid-
capitalization stocks. From 1990 to 1995, he was a
manager at Price Waterhouse. Mr. Lampe is a Certified
Public Accountant.
Lori P. Wachs, Vice President/Portfolio Manager, has
been a research analyst with Delaware Investments since
1992. She is a graduate of the University of
Pennsylvania's Wharton School, where she majored in
Finance and Oriental Studies.

48
<PAGE>

.
Financial Highlights __________________________________________________________
The tables that follow present performance information
about Common Shares of each

Fund. This information is intended to help you understand
each Fund's financial performance for the past five years,
or, if shorter, the period of the Fund's operations. Some
of this information reflects financial information for a
single Fund share. The total returns in the tables
represent the rate that you would have earned (or lost) on
an investment in a Fund, assuming you reinvested all of
your dividends and distributions.
This information has been audited by Ernst & Young LLP,
the Funds' independent auditors. Their report, along with
each Fund's financial statements and related notes,
appears in the annual report that accompanies the
Statement of Additional Information. You can obtain the
Funds' annual report, which contains more performance
information, at no charge by calling 1-800-443-4725.

For a Share Outstanding for the Years Ended December 31,

<TABLE>
<CAPTION>
Ratio of
Ratio of Net
Net Investment
Net Ratio of Investment Ratio of Income
Net Realized Distri- Asset Net Expenses Income Expenses to
Asset Net and Dividends butions Value Assets to to to Average Average
Value Invest- Unrealized from Net from End End of Average Average Net Assets Net Assets
Beginning ment Gains on Investment Capital of Total Period Net Net (Excluding (Excluding
of Period Income Securities Income Gains Period Return (000) Assets Assets Waivers) Waivers)
- -------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------
Money Market Fund(US)
- ---------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Share Class
1999 $1.00 $0.05 $0.00 $(0.05) $0.00 $1.00 4.98% $1,138,123 0.32% 4.88% 0.55% 4.65%
1998 1.00 0.05 0.00 (0.05) 0.00 1.00 5.33 941,295 0.33 5.21 0.56 4.98
1997 1.00 0.05 0.00 (0.05) 0.00 1.00 5.41 737,736 0.32 5.29 0.56 5.05
1996 1.00 0.05 0.00 (0.05) 0.00 1.00 5.13 598,715 0.43 5.02 0.58 4.87
1995 1.00 0.06 0.00 (0.06) 0.00 1.00 5.64 475,688 0.41 5.50 0.56 5.35
- ---------------------------------------------------------
Government Money Market Fund(US)
- ---------------------------------------------------------
Common Share Class
1999 $1.00 $0.05 $0.00 $(0.05) $0.00 $1.00 4.87% $ 464,520 0.33% 4.78% 0.41% 4.70%
1998 1.00 0.05 0.00 (0.05) 0.00 1.00 5.24 396,797 0.35 5.12 0.42 5.04
1997 1.00 0.05 0.00 (0.05) 0.00 1.00 5.33 255,259 0.32 5.21 0.40 5.13
1996 1.00 0.05 0.00 (0.05) 0.00 1.00 5.08 256,392 0.44 4.96 0.44 4.96
1995 1.00 0.05 0.00 (0.05) 0.00 1.00 5.59 207,615 0.42 5.45 0.42 5.45
- ---------------------------------------------------------
Treasury Money Market Fund(US)
- ---------------------------------------------------------

Common Share Class
1999 $1.00 $0.05 $0.00 $(0.05) $0.00 $1.00 4.63% $ 327,906 0.36% 4.53% 0.59% 4.30%
1998 1.00 0.05 0.00 (0.05) 0.00 1.00 4.90 328,222 0.37 4.79 0.59 4.58
1997 1.00 0.05 0.00 (0.05) 0.00 1.00 4.97 188,761 0.33 4.86 0.57 4.62
1996 1.00 0.05 0.00 (0.05) 0.00 1.00 4.80 156,455 0.44 4.70 0.59 4.55
1995 1.00 0.05 0.00 (0.05) 0.00 1.00 5.28 110,475 0.44 5.16 0.59 5.01
- ---------------------------------------------------------
Tax-Exempt Money Market Fund(US)
- ---------------------------------------------------------

Common Share Class
1999 $1.00 $0.03 $0.00 $(0.03) $0.00 $1.00 3.01% $ 284,455 0.35% 2.96% 0.58% 2.73%
1998 1.00 0.03 0.00 (0.03) 0.00 1.00 3.21 272,834 0.35 3.17 0.56 2.95
1997 1.00 0.03 0.00 (0.03) 0.00 1.00 3.36 250,260 0.33 3.32 0.57 3.08
1996 1.00 0.03 0.00 (0.03) 0.00 1.00 3.14 187,629 0.40 3.10 0.56 2.94
1995 1.00 0.03 0.00 (0.03) 0.00 1.00 3.49 167,945 0.41 3.44 0.56 3.29
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

49
<PAGE>

Financial Highlights (continued) __________________________________________

For a Share Outstanding for the Years Ended December 31,

<TABLE>
<CAPTION>
Ratio
of Net
Invest-
ment
Income
Realized Ratio (Loss)
and Net Net Ratio of of Net Ratio of to
Net Net Unrealized Distri- Asset Assets Expenses Investment Expenses Average
Asset Invest- Gains Dividends butions Contrib- Value End to Income to Averag Net
Value ment (Losses) from Net from bution End of Average (Loss) to Net Asset Assets Portfolio
Beginning Income on Investment Capital (Return) of Total Period Net Average (Excluding (Excluding Turnover
of Period (Loss) Securities Income Gains of Capital Period Return (000) Assets Net Assets Waivers) Waivers) Rate
- --------------------------------------------------------------------------------------------------------------------------------
Value Fund(US)
- -----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Share Class
1999 $12.33 $ 0.14 $ 1.23 $(0.14) $(0.81) $ 0.00 $12.75 11.14% $153,551 1.03% 1.07% 1.03% 1.07% 94%
1998 16.51 0.19 0.86 (0.19) (5.04) 0.00 12.33 5.47 170,945 1.05 1.23 1.05 1.23 55
1997 13.24 0.24 3.75 (0.24) (0.48) 0.00 16.51 30.49 220,618 1.01 1.57 1.01 1.57 79
1996 12.26 0.29 2.18 (0.29) (1.20) 0.00 13.24 20.43 164,710 1.03 2.19 1.03 2.19 58
1995 9.79 0.34 2.74 (0.35) (0.26) 0.00 12.26 32.02 131,243 1.05 3.07 1.05 3.07 37
- -----------------------------------------------------
Growth Fund(US)
- -----------------------------------------------------
Common Share Class
1999 $17.10 $(0.03) $ 2.16 $ 0.00 $(1.79) $ 0.00 $17.44 12.82% $195,804 1.03% (0.19)% 1.03% (0.19)% 69%
1998 14.57 0.00 4.20 (0.02) (1.65) 0.00 17.10 30.23 184,601 1.06 0.01 1.06 0.01 65
1997 13.06 0.12 2.97 (0.12) (1.46) 0.00 14.57 23.98 132,649 1.02 0.79 1.02 0.79 62
1996 11.61 0.17 2.31 (0.17) (0.86) 0.00 13.06 21.69 95,215 1.02 1.36 1.02 1.36 58
1995 9.73 0.16 2.88 (0.16) (1.00) 0.00 11.61 31.60 78,216 1.02 1.37 1.02 1.37 71
- -----------------------------------------------------
Small Cap Fund(US)
- -----------------------------------------------------
Common Share Class
1999 $12.22 $(0.06) $ 2.00 $ 0.00 $ 0.00 $ 0.00 $14.16 15.88% $55,901 1.19% (0.58)% 1.19% (0.58)% 167%
1998 13.38 (0.11) (0.82) 0.00 (0.23) 0.00(A) 12.22 (6.52) 45,899 1.17 (0.84) 1.17 (0.84) 151
1997 13.03 (0.09) 2.07 0.00 (1.63) 0.00 13.38 15.89 41,945 1.04 (0.72) 1.04 (0.72) 170
1996 12.46 (0.03) 2.38 0.00 (1.78) 0.00 13.03 19.42 36,375 1.05 (0.27) 1.05 (0.27) 158
1995 9.57 0.02 3.05 (0.02) (0.16) 0.00 12.46 32.13 23,844 1.10 0.18 1.10 0.18 142
- -----------------------------------------------------
Real Estate Fund(US)
- -----------------------------------------------------
Common Share Class
1999 $ 8.37 $ 0.38 $(0.65) $(0.31) $ 0.00 $(0.07) $7.72 (3.33)% $7,522 1.53% 4.72% 2.42% 3.83% 11%
1998 9.95 0.37 (1.58) (0.31) 0.00 (0.06) 8.37 (12.35) 7,022 1.41 4.68 1.78 4.31 13
1997(1) 10.00 0.00 (0.05) 0.00 0.00 0.00 9.95 0.00 2,985 1.31 (1.31) 1.61 (1.61) 0*
===================================================================================================================================
</TABLE>

* Not Annualized
(A) Per share was less than $0.005.
(1) Commenced operations on December 31, 1997. All ratios except for the total
return for the period have been annualized.

50
<PAGE>

Financial Highlights (continued) _________________________________________

For a Share Outstanding for the Years Ended December 31,

<TABLE>
<CAPTION>
Ratio of
Ratio of Net
Net Investment
Net Ratio of Investment Ratio of Income
Net Distri- Asset Net Expenses Income Expenses to
Asset Net Realized and Dividends butions Value Assets to to to Average Average
Value Invest- Unrealized from Net from End End of Average Average Net Assets Net Assets Portfolio
Beginning ment Gains (Losses) Investment Capital of Total Period Net Net (Excluding (Excluding Turnover
of Period Income on Securities Income Gains Period Return (000) Assets Assets Waivers) Waivers) Rate
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------
Balanced Fund(US)
- -----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Share Class
1999 $11.83 $0.24 $ 0.98 $(0.24) $(0.85) $11.96 10.55% $84,151 1.00% 1.96% 1.00% 1.96% 112%
1998 12.73 0.27 0.82 (0.27) (1.72) 11.83 9.97 75,793 1.03 2.06 1.03 2.06 84
1997 10.98 0.32 2.06 (0.32) (0.31) 12.73 22.10 68,523 0.93 2.68 0.93 2.68 111
1996 10.75 0.35 1.02 (0.35) (0.79) 10.98 13.15 54,546 0.94 3.14 0.94 3.14 104
1995 9.53 0.39 1.65 (0.39) (0.43) 10.75 21.85 49,899 0.92 3.74 0.92 3.74 85
- -----------------------------------------------------
Fixed Income Fund(US)
- -----------------------------------------------------
Common Share Class
1999 $10.36 $0.57 $(0.78) $(0.57) $(0.01) $ 9.57 (2.11)% $189,048 0.69% 5.70% 0.84% 5.55% 229%
1998 10.35 0.57 0.16 (0.59) (0.13) 10.36 7.13 171,753 0.72 5.43 0.86 5.28 157
1997 10.06 0.60 0.30 (0.60) (0.01) 10.35 9.22 141,148 0.71 5.95 0.81 5.85 233
1996 10.32 0.59 (0.26) (0.59) 0.00 10.06 3.42 123,930 0.73 5.92 0.83 5.82 194
1995 9.30 0.59 1.02 (0.59) 0.00 10.32 17.75 125,563 0.74 5.97 0.84 5.87 59
- -----------------------------------------------------
Tax-Exempt Fixed Income Fund(US)
- -----------------------------------------------------
Common Share Class
1999 $10.53 $0.44 $(0.69) $(0.44) $ 0.00 $ 9.84 (2.45)% $29,694 0.89% 4.27% 1.04% 4.12% 80%
1998 10.41 0.47 0.12 (0.47) 0.00 10.53 5.79 35,161 0.83 4.44 0.97 4.30 41
1997 9.99 0.49 0.42 (0.49) 0.00 10.41 9.36 40,441 0.73 4.84 0.84 4.73 54
1996 10.20 0.50 (0.21) (0.50) 0.00 9.99 2.96 39,756 0.73 4.95 0.85 4.83 98
1995 9.26 0.48 0.94 (0.48) 0.00 10.20 15.67 50,079 0.75 4.84 0.87 4.72 129
===================================================================================================================================
</TABLE>

51
<PAGE>

For More Information ______________________________________________________

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

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

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

By Telephone: Call 1-800-443-4725

By Mail: Write to the Funds c/o

ABN AMRO Funds
P.O. Box 9765
Providence, RI 02940

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

(The website is a separate document and is not legally a
part of this Prospectus.)

From the SEC:

You can also obtain the Statement of Additional
Information, annual and semi-annual reports and other
information about Funds from the SEC's website
(http://www.sec.gov). You may review and copy documents
at the SEC Public Reference Room in Washington, D.C. (for
information, call 1-202-942-8090). Copies of this
information may also be obtained, after paying a
duplicating fee, by electronic request to the following
E-mail address: [email protected] or by writing the
Commission's Public Reference Section, Washington, D.C.
20549-0102. The ABN AMRO Fund's Investment Company Act
registration number is 811-07244.

Investment Advisor: Distributor:
ABN AMRO Asset Management (USA) Inc. Provident Distributors, Inc.
208 South LaSalle Street 3200 Horizon Drive
4th Floor King of Prussia, PA 19406
Chicago, IL 60604-1003

For more information, please call the ABN AMRO Funds or visit the website:

1-800-443-4725
www.abnamrofunds-usa.com

52
<PAGE>

5/1/00
ABN-F-015-00500
<PAGE>

ABN . AMRO Funds

[LOGO]

[ARTWORK APPEARS HERE]

International
Funds

Prospectus
May 1, 2000

Common
Share Class

<PAGE>

Prospectus -- Common Shares

May 1, 2000
- --------------------------------------------------------------------------------

International Funds .International Equity Fund(US)
.Europe Equity Growth Fund(US)
.Asian Tigers Fund(US)
.Latin America Equity Fund(US)
.International Fixed Income Fund(US)

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

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

All Funds may not be available in all states.

For more information, please call the ABN AMRO Funds or visit the website:

1-800-443-4725

www.abnamrofunds-usa.com.

If you are a Registered Investment Advisor, please call 1-800-814-3402.

<PAGE>

Contents

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

International Equity Fund(US) 5

Europe Equity Growth Fund(US) 7

Asian Tigers Fund(US) 9

Latin America Equity Fund(US) 11

International Fixed Income Fund(US) 14

If you would like more information about the following topics, please see:

The Risks of Investing in Mutual Funds 3

The International Funds 4

More Information About Risk 17

Guidance on opening and maintaining
an account in any Fund 19

Information about receiving dividends
and distributions from the Funds 24

A general guide to important tax
issues and considerations 25

Information about the Investment Advisor 25

Detailed information about historical 29
Fund performance

Additional information 30

2
<PAGE>

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

What are Fund
Goals and
Strategies?

Each Fund's goal
is a statement of
what it seeks to
achieve. It is
important to make
sure that the
objective matches
your own financial
needs and
circumstances. The
Principal
Investment
Strategies section
describes how each
Fund attempts to
meet its goal.

.......................
.
................................................................................
................................................................................
The Risks of Investing in Mutual Funds _________________________________________

The Advisor invests each Fund's assets in a way that
the Advisor believes will help the Fund achieve its
goal. The Advisor makes judgments about the
securities markets, the economy or companies, but
these judgments may not anticipate actual market
movements, economic conditions or company
performance. The Advisor may change a Fund's
investment strategy in response to changing market or
economic conditions.

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

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

3
<PAGE>

.
THE INTERNATIONAL FUNDS ________________________________________________________

Investments in foreign countries are generally denominated in a foreign
currency. As a result, changes in the value of those currencies compared to the
U.S. dollar and in exchange control regulations may affect (positively or
negatively) the value of a Fund's investments and the dividends from those
securities. These currency movements may happen separately from events that
affect the value of the security. In addition, currency movements may happen in
response to events that do not otherwise affect the value of the security in
the issuer's home country. Investments in foreign securities denominated in
foreign currencies involve additional risks. For example, a Fund may incur
substantial costs in connection with conversions between various currencies.

4
<PAGE>

.
INTERNATIONAL EQUITY FUND(US)

_______________________________________________________________________________

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

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

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

5
<PAGE>

.
[ICON LOGO]

Performance Information ________________________________________________________

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

[CHART TO COME]

Best Quarter
-------------
31.21%
12/31/99

Worst Quarter
-------------
-13.75%
9/30/98

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
International Equity Fund(US) 41.86% 22.99% 18.49% 17.28%*
MSCI EAFE Index 26.96% 15.74% 12.83% 14.71%*
</TABLE>
* Fund inception (1/4/93). Index inception computed from (12/31/92).

[ICON LOGO]

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

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

EXAMPLE

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

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

6
<PAGE>

EUROPE EQUITY GROWTH FUND(US) (formerly, TRANSEUROPE FUND(US))

(not currently available for purchase)
- -------------------------------------------------------------------------------

Investment Goal

High level of total return through capital appreciation.

The Advisor chooses investments by focussing on companies
with above average earnings growth rates. The Advisor uses
a bottom-up approach (emphasis on individual industries
and companies) to select investments.

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

7
<PAGE>

.
to any emerging market country, the risks associated with
foreign investing are greater. The economies of emerging
market countries generally are heavily dependent upon
international trade. These economies have been and may
continue to be adversely affected by trade barriers,
exchange or currency controls, managed adjustments in
relative currency value and other protectionist measures
imposed or negotiated by the countries with which they
trade. Emerging market countries may be more likely to
experience political turmoil or rapid changes in market
or economic conditions than more developed countries. In
addition, the financial stability of issuers in emerging
market countries may be more precarious than in other
countries. As a result, there tends to be more price
volatility in emerging market countries, which may be
magnified by currency fluctuations relative to the U.S.
dollar.

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees 1.00%
Other Expenses* .54%
- -------------------------------------------
Total Annual Fund Operating Expenses 1.54%
- -------------------------------------------
</TABLE>

* Since the Fund has not commenced operations as of May 1, 2000, Other Expenses
are based on estimated amounts for the current fiscal year.

EXAMPLE

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

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

8
<PAGE>

.
ASIAN TIGERS FUND(US)

_______________________________________________________________________________

Investment Goal Capital appreciation.

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

9
<PAGE>

relative currency value and other protectionist measures
imposed or negotiated by the countries with which they
trade. Emerging markets may be more likely to experience
political turmoil or rapid changes in market or economic
conditions than more developed countries. In addition,
the financial stability of issuers in emerging market
countries may be more precarious than in other countries.
As a result, there will tend to be more price volatility
in emerging market countries, which may be magnified by
currency fluctuations relative to the U.S. dollar.

Performance Information _______________________________________________________

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

[BAR CHART]
1995 0.1118
1996 0.1421
1997 -0.3625
1998 -0.1189
1999 0.6177

Best Quarter
-------------
32.53%
6/30/99

Worst Quarter
-------------
-28.21%
6/30/98

This table compares the Fund's average annual total returns for the periods
ending December 31, 1999, to those of the Morgan Stanley Capital International
(MSCI) All Asia Free ex-Japan Index. An index measures the market prices of a
specific group of securities in a particular market or securities in a market
sector. You cannot invest directly in an index. An index does not have an
investment advisor and does not pay any commissions or expenses. If an index
had expenses, its performance would be lower. The MSCI All Asia Free ex-Japan
Index is a widely recognized index that tracks seven Pacific Basin countries,
excluding Japan, and represents only those securities that are available for
investment by international investors.
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Asian Tigers Fund(US) 62.26% -2.71% 3.32% 1.88%*
MSCI All Asia Free ex-Japan Index 64.67% -3.22% 0.74% -2.45%*
</TABLE>
- -----------------------------------
* Fund inception (1/3/94). Index inception computed from (12/31/93).

[ICON LOGO]

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees 1.00%
Other Expenses .62%
- -------------------------------------------
Total Annual Fund Operating Expenses 1.62%
- -------------------------------------------
</TABLE>

EXAMPLE

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

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C>
$165 $511 $881 $1,992
</TABLE>

10
<PAGE>

.
LATIN AMERICA EQUITY FUND(US)

_______________________________________________________________________________

Investment Goal

Long-term capital appreciation.

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

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

11
<PAGE>

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

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

Performance Information _______________________________________________________

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

[Bar Chart]
1997 0.3550
1998 -0.3633
1999 0.7241

Best Quarter
-------------
50.38%
12/31/99

Worst Quarter
-------------
-32.83%
9/30/98

This table compares the Fund's average annual total returns for the periods
ending December 31, 1999, to those of the Morgan Stanley Capital International
(MSCI) Emerging Markets Latin America Free Index. An index measures the market
prices of a specific group of securities in a particular market or securities
in a market sector. You cannot invest directly in an index. An index does not
have an investment advisor and does not pay any commissions or expenses. If an
index had expenses, its performance would be lower. The MSCI Emerging Markets
Latin America Free Index is a widely recognized index of stocks from Latin
American countries.

<TABLE>
<CAPTION>
1 Year 3 Years Since Inception
------ ------- ---------------
<S> <C> <C> <C>
Latin America Equity Fund(US) 72.41% 14.15% 12.74%*
MSCI Emerging Markets Latin America Free
Index 58.89% 10.72% 10.33%*
</TABLE>
* Fund inception (6/28/96). Index inception computed from (6/30/96).

12
<PAGE>

Fees and Expenses _____________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees 1.00%
Other Expenses .88%
- -------------------------------------------
Total Annual Fund Operating Expenses 1.88%
- -------------------------------------------
</TABLE>

EXAMPLE

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

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C>
$191 $591 $1,016 $2,201
</TABLE>

13
<PAGE>

.
INTERNATIONAL FIXED INCOME FUND(US)

________________________________________________________________________________

[LOGO APPEARS HERE]

Investment Goal

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

[LOGO APPEARS HERE]

Principal Risks
of Investing in
this Fund In addition to the general risks of investing in any
International Fund, this Fund is subject to the risks of
investing in corporate debt and other fixed income
securities. The prices of bonds and other fixed income
securities respond to economic developments, particularly
interest rate changes, as well as to changes in the
actual or perceived creditworthiness of individual
issuers, including governments. For example, fixed income
securities may suffer substantial declines in credit
quality and market value due to corporate or governmental
restructurings. An issuer may be unable to make timely
payments of either principal or interest. Generally,
fixed income securities decrease in value if interest
rates rise and vice versa. During periods of falling
interest rates, debt obligations with high interest rates
may be prepaid (or "called") by the issuer prior to
maturity. This may require the Fund to invest the
resulting proceeds elsewhere, at generally lower interest
rates. Also, longer term securities are generally more
volatile, so the average maturity or duration of these
securities affects risk. The volatility of lower rated
securities is even greater since the prospects for
repayment of principal and interest are more speculative.

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

14
<PAGE>

or no correlation between the changes in market value of
securities held by a Fund or the currencies in which those
securities are denominated and the prices of the hedging
instruments. Hedging transactions involve additional
risks, as described in "More Information About Risk" and
the Statement of Additional Information.

Performance Information _______________________________________________________

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

[Bar Chart]
1994 (0.0229)
1995 0.2152
1996 0.1286
1997 0.2180
1998 0.0972
1999 0.0997

Best Quarter
-------------
12.05%
3/31/95

Worst Quarter
-------------
-5.96%
3/31/97

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since Inception
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
International Fixed Income Fund(US) -9.26% -0.55% 4.12% 4.83%*
J. P. Morgan Global Non-U.S. Government
Bond Index -6.17% 2.22% 6.37% 7.17%*
</TABLE>
- -----------------------------------
* Fund inception (2/7/93). Index inception computed from (1/31/93).

15
<PAGE>

Fees and Expenses ______________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees .80%
Other Expenses .75%
- -------------------------------------------
Total Annual Fund Operating Expenses 1.55%
- -------------------------------------------
</TABLE>

EXAMPLE

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

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C>
$158 $490 $845 $1,845
</TABLE>

16
<PAGE>

.
More Information About Risk ___________________________________________________

This section gives you more information about the risks of investing in the
Funds. As discussed in the Statement of Additional Information, the Funds may
invest in other securities, use other strategies and engage in other
investment practices than those described in this Prospectus.

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.

Currency Risk - The value of foreign securities will be affected by the value
of the local currency relative to the U.S. dollar. The value of a foreign
denominated security may be worth less in U.S. dollars even if the security
increases in value in its home country. U.S. dollar denominated securities of
foreign issuers may also be affected by currency risk.

Hedging Risk - Hedging is a strategy designed to offset investment risks.
Hedging activities include, among other things, the use of forwards, options
and futures. The Funds (except the International Fixed Income Fund(US))
typically do not engage in hedging transactions. The International Fixed
Income Fund(US) does not expect to hedge against the value of the U.S. dollar.
The Fund may engage in other hedging strategies. The Advisor may determine not
to, or may be unable to, hedge under certain market or economic conditions, or
in certain countries.

There are risks associated with hedging activities, including:

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

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

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

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

Futures - Futures can be used to offset changes in the value of securities
held or expected to be acquired, gain exposure to a particular market or
instrument, to create a certain market position, or for certain other tax-
related purposes. Futures contracts and options on futures contracts provide
for the future sale by one party and purchase by another party of a specified
amount of a specific security at a specified future time and at a specified
price. An option on a futures contract gives the purchaser the right, in
exchange for a premium, to assume a position in a futures contract at a
specified exercise price during the term of the option. Index futures are
futures contracts for various indices that are traded on registered securities
exchanges.

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

17
<PAGE>

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

Temporary Defensive Investing - The investments and strategies described
throughout the Prospectus are those the Advisor uses under normal market
conditions. When the Advisor determines that market conditions warrant, each
Fund may invest up to 100% of its assets in money market instruments, hold U.S.
dollars and foreign currencies or shorten its average weighted maturity. When a
Fund is investing for temporary, defensive purposes, it is not pursuing its
investment goal.

18
<PAGE>

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

How Do I Obtain an
Application?

Account Applications can be
obtained by calling
1-800-443-4725
or from
www.abnamrofunds-usa.com
......................................

How to Purchase, Exchange and Sell Your Shares ________________________________

Purchasing Common Shares

How to Purchase You may purchase Common Shares of the Funds by mail,
Common Shares telephone or wire directly from us. You also may purchase
Common Shares through a variety of channels, including
wrap programs, retirement plans, discount brokerage
programs, and through various brokerage firms and
financial institutions that are authorized to sell Common
Shares (intermediaries). Common Shares are offered
continuously and without a sales charge (see Doing
Business Through An Intermediary).
To buy shares directly from us, please call 1-800-443-
4725 to obtain an Account Application. You should make
your check or money order payable in U.S. dollars to ABN
AMRO Funds and include the name of the appropriate Fund(s)
on your check.

We cannot accept third party checks, credit cards,
credit card checks or cash. Please note that if you
purchase shares with a check and then sell these shares
within a short period of time, we may delay payment to you
until your check clears (which may take up to 15 Business
Days). If your check does not clear, your purchase will be
canceled and you could be liable for any costs incurred.

By U.S. Mail To open an account, you can mail an Account Application
and check or money order to:
ABN AMRO Funds
P.O. Box 9765

Providence, RI 02940

Your check or money order can accompany the Account
Application, or can be mailed separately. You can also
make additional purchases by mail, using the above
address.

By Wire
Before you wire funds, you must call us at 1-800-443-4725
to obtain an Account Application. After you have sent us
your Account Application and established an account, you
may purchase shares by wire as long as you:
. first, call us at 1-800-443-4725
. second, include your name, account number,
taxpayer identification number or Social Security
number, address and the Fund(s) you wish to
purchase in the wire instructions
. and third, wire Federal Funds to:
ABN #01-10-01234
Account Number 14272
Further credit [Fund Name]

You can make additional investments by wire by using the
above procedure.

Fund shares cannot be purchased by wire on Federal
holidays that restrict wire transfers.

19
<PAGE>

(continued)
For same day funding, call for special instructions.

If we receive your order and payment after the closing
of trading on the NYSE, unless your purchase order has
been confirmed by telephonic confirmation, your purchase
order will be effective the next Business Day and your
purchase price per share will be the NAV calculated on
the next Business Day.
In calculating NAV for the Funds, we generally value a
Fund's portfolio at market price. If market prices are
unavailable, or we think that the market prices are
unreliable, fair value prices may be determined in good
faith using methods approved by the Board of Trustees.
Some Funds hold portfolio securities that trade on
foreign exchanges. These securities may trade on weekends
or other days when the Funds do not calculate NAV. As a
result, the NAV of a Fund's shares may change on days
when you cannot purchase or sell Fund shares.

Buy, Exchange and Sell Requests are in "Good Order"
when

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

If you have arranged to purchase shares through the
Automatic Investment Plan (see below), then you must
invest at least $50.

You may purchase Common Shares by direct deposit or
Automated Clearing House transactions.

The Advisor and Distributor reserve the right to refuse
any order for the purchase of shares.

Automatic
Investment Plan With the Automatic Investment Plan (AIP), you may
purchase additional shares automatically through regular
deductions from your checking account. After you have
established an account with us, you may begin regularly
scheduled investments of at least $50 per month. Please
contact us at 1-800-443-4725 for more information.

20
<PAGE>

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

How Does an Exchange
Take Place?

Exchanging Common Shares _______________________________________________________

How to Exchange You may exchange Common
Your Shares Shares of any Fund for Common
Shares of any other ABN AMRO
Fund on any Business Day. You
can request an exchange by
mail, or by telephone if you
elected the telephone
exchange option on your
Account Application. You will
receive the current Business
Day's NAV if we receive your
exchange request in good
order before NAV is
calculated for the Funds.

If your request is for
more than $5,000, we may
require a written exchange
request with a signature guarantee from an eligible
guarantor (a notarized signature is not sufficient). A
medallion signature guarantee may be obtained from a
domestic bank or trust company, broker, dealer, clearing
agency, savings association, or other financial
institution which is participating in a medallion program
recognized by the Securities Transfer Association. The
three recognized medallion programs are Securities
Transfer Agents Medallion Program (STAMP), Stock Exchanges
Medallion Program (SEMP) and New York Stock Exchange, Inc.
Medallion Signature Program (NYSE MSP). Signature
guarantees from financial institutions which are not
participating in one of these programs will not be
accepted. The Funds may change or cancel the exchange
privilege at any time upon 60 days' notice.

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 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
quarter; or (iii) exchanges Fund 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 or
purchase Fund 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 and the Distributor reserve the right to
refuse any order for the purchase of shares.

21
<PAGE>

Timing Account
Redemption Fee The International Funds may experience substantial price
fluctuations and are intended for long-term investors.
Short-term "market timers" who engage in frequent
purchases and redemptions can disrupt a Fund's investment
programs and create significant additional transaction
costs for shareholders. For these reasons the
International Funds assess a 2% fee on redemptions
(including exchanges) of Fund shares held for 90 days or
less.
Redemption fees are paid to the International Funds to
help offset transaction costs and to protect the Fund's
long-term shareholders. The Funds will use the "first-in,
first-out" (FIFO) method to determine the 90-day holding
period. Under this method, the date of the redemption or
exchange will be compared to the earliest purchase date
of shares held in the account. If this holding period is
90 days or less, the fee will be charged. The fee does
not apply to any shares purchased through reinvested
distributions (dividends and capital gains).

The Funds have the right to:

. change or waive the minimum investment amounts;

. refuse any purchase or exchange of shares if it
could adversely affect the Fund or its operations;

. change or discontinue exchange privileges or
temporarily suspend exchange privileges during
unusual market conditions (see Exchanging Common
Shares);

. 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); and

. suspend redemptions as permitted by law (e.g.,
emergency situations).

22
<PAGE>

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

What is a Medallion
Signature Guarantee?

Selling Common Shares _________________________________________________________

How to Sell Your You may sell (redeem) your
Shares Common Shares on
any Business Day by mail or
telephone. If your redemption
request is for more than
$5,000, or if you are
requesting that the proceeds
from your redemption be sent to
an address or an account that
is different from what we have
on our records, then we may
require a written redemption
request with a signature
guarantee from an eligible
guarantor (a notarized
signature is not sufficient). A
medallion signature guarantee
may be obtained from a domestic
bank or trust company, broker,
dealer, clearing
agency, savings association, or other financial
institution which is participating in a medallion program
recognized by the Securities Transfer Association. The
three recognized medallion programs are Securities
Transfer Agents Medallion Program (STAMP), Stock Exchanges
Medallion Program (SEMP) and New York Stock Exchange, Inc.
Medallion Signature Program (NYSE MSP). Signature
guarantees from financial institutions which are not
participating in one of these programs will not be
accepted.
You will receive the current Business Day's NAV if we
receive your redemption request in good order before NAV
is calculated for the Funds.

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

Systematic
Withdrawal Plan Under the Systematic Withdrawal Plan (SWP), you may
arrange monthly, quarterly,

semi-annual, or annual automatic withdrawals of $50 or
more from any Fund. The proceeds can be mailed to you or
wired to your bank account. You may use the SWP if you
automatically reinvest your dividends (see Dividends and
Distributions below) and your account has a current value
of $5,000 or more.

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

23
<PAGE>

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

Distributions

More Information About Share Transactions ______________________________________

Telephone Telephone transactions are extremely convenient, but not
Transactions without risk. To try to keep

your telephone transactions as safe, secure, and risk-
free as possible, we have developed certain safeguards
and procedures for determining the identity of callers
and authenticity of instructions. We will not be
responsible for any loss, liability, cost, or expense for
following telephone or wire instructions we reasonably
believe to be genuine. If you choose to make telephone
transactions, you will generally bear the risk of any
loss. You may not close your account by telephone.

Doing Business
Through an
Intermediary Common Shares are sold without a sales load, 12b-1 fee or
shareholder servicing fee. However, intermediaries may
charge fees for services provided in connection with
buying, selling or exchanging Fund shares on your behalf.
Each intermediary may impose its own rules about share
transactions, including earlier deadlines for purchase,
sale and exchange requests.

If you own shares that are registered in your
intermediary's name, and you
want to transfer the registration to another intermediary
or want the shares registered in your name, then you
should contact your intermediary for instructions to make
the change.
Dividends and Distributions ____________________________________________________
The Funds declare and distribute
their net investment income at
least annually. The Funds
distribute capital gains, if
any, at least annually. If you
own Fund shares on a Fund's
record date, you will be
entitled to receive the
distribution. If a Fund does not
have income or capital gains
available to distribute, as
determined under tax laws, you
will not receive a distribution.
You will receive dividends
and distributions in the form of
additional shares unless you
have
elected to receive payment in cash. To elect cash
payment, you must notify us in writing prior to the date
of distribution. Your election will become effective for
dividends paid after we receive your written notice.
To cancel your election, simply send us written
notice.

24
<PAGE>

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

Taxes

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

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

Investment Advisor

The Funds' Advisor manages
investment activities and is re-
sponsible for the performance
of the Funds. The Advisor con-
ducts research, executes Fund
strategies based on an assess-
ment of economic and market
conditions, and determines which
portfolio securities to buy, hold
or sell.
.............................................

Tax Information _______________________________________________________________

The following is a summary of some important tax issues
that affect the Funds and their shareholders. The summary
is based on current tax laws, which may be changed by
legislative, judicial or administrative action. We have
not tried to present a detailed explanation of the tax
treatment of the Funds or their shareholders. More
information about taxes is in the Funds' Statement of
Additional Information. We urge you to consult your tax
advisor regarding specific questions about federal, state
and local income taxes.
Tax Status of Each Fund will distribute
Distributions substantially all of its income
and capital gains, if any. The
dividends and distributions you
receive may be subject to
federal, state and local
taxation, depending on your tax
situation. You may be taxed on
each sale of Fund shares.

Investment
Advisor _______________________________________________________________

The Advisor makes investment
decisions for the Funds and
reviews, supervises, and
administers each Fund's
investment program. The Trustees
of the Funds supervise the
Advisor and establish policies
that the Advisor must follow in
its day-to-day management
activities.

with the Securities and Exchange Commission (SEC) under
the Investment Advisers Act of 1940, as amended (Advisers
Act). The Advisor manages assets for individuals and
institutions, including corporations, unions, governments,
insurance companies, charitable organizations and
investment companies. The Advisor is an indirect wholly-
owned subsidiary of ABN AMRO Bank N.V. and an affiliate of
the Funds' Administrator. As of December 31, 1999, the
Advisor managed approximately $8.4 billion in assets.
For the fiscal year ended December 31, 1999, the Funds
paid the following in advisory fees: 1.00% for the
International Equity Fund(US), 1.00% for the Asian Tigers
Fund(US), 1.00% for the Latin America Equity Fund(US) and
0.80% for the International Fixed Income Fund(US). As of
December 31, 1999, the Europe Equity Growth Fund(US) had
not yet commenced operations.
The Advisor may use its affiliates as brokers for the
Funds' portfolio transactions. The affiliates may receive
compensation from the Funds for their brokerage services.
The Advisor may, from time to time and at its own
expense, provide promotional incentives, in the form of
cash or other compensation, to certain financial
institutions whose representatives have sold or are
expected to sell significant amounts of the Funds' shares.
Some of these financial institutions may be affiliated
with the Advisor. The Advisor also may, from time to time
and at its own expense, pay significant amounts to third
parties, such as brokers, dealers and other financial
institutions, for distribution assistance or related
services. These institutions may be affiliated with the
Advisor.

25
<PAGE>

Messrs. Bettink, Leo, Maas, Maters, Moolenburgh,
Niehoff, Ploeger and Postma and Ms. Pals-de Groot,
members of the International Equity Team, are jointly and
primarily responsible for the day-to-day management of
the International Equity Fund(US). Mr. Maters has been a
member of the International Equity Team since November
1999 and the other portfolio managers since April 1999.

Jaap Bettink has been associated with the Advisor
and/or its affiliates since 1978. From 1978 to 1985, he
was a credit manager at a local branch of ABN AMRO Bank.
He has been managing institutional portfolios since 1985,
and has been a portfolio manager since 1994. Mr. Bettink
started his career as a portfolio manager of private
accounts in 1972. He holds a degree in Economics.
Luigi Leo has been associated with the Advisor and/or
its affiliates since 1991 as a portfolio manager. Mr. Leo
holds a Master's degree in Business Administration from
the Instituto de Estudios Superiores de la Empresa (IESE)
in Barcelona, Spain.
Theo Maas has been associated with the Advisor and/or
its affiliates since 1994 as a portfolio manager.
Previously, Mr. Maas worked with a financial consultant,
specializing in treasury management consultancy. He holds
a Master's degree in Financial Economics from the
University of Groningen.
Jacco Maters has been associated with the Advisor
and/or its affiliates since July, 1996 as a portfolio
manager. Mr. Maters has a degree in Econometrics from
Tilbury University, The Netherlands.
Edward Moolenburgh has been associated with the
Advisor and/or its affiliates since 1993. Initially, he
served as Secretary to the Advisor's Regional Investment
Committee North America and Far East, and later as a
portfolio manager. Mr. Moolenburgh holds a Master's
degree from the Economics Faculty of the Erasmus
University in Rotterdam and is a Register Beleggings
Analyst, which is comparable to a Certified European
Financial Analyst.
Edward Niehoff has been associated with the Advisor
and/or its affiliates since 1993, initially as an
investment analyst. After three years, Mr. Niehoff
assumed the responsibility for implementing a new asset
management system and then, during 1998, returned to the
position of portfolio manager. He holds a Master's degree
in Technical Management Studies and is a Certified
European Financial Analyst.
Willem Ploeger has been associated with the Advisor
and/or its affiliates since 1980. Initially, he served in
the Investment Research Department and later in the Asset
Management Department as senior account manager. Mr.
Ploeger holds a Master's degree in Business
Administration from the University of Rotterdam.

Wiepke Postma served as portfolio manager for the
International Equity Fund(US) from March, 1997 to April,
1999. Mr. Postma started his banking career as an analyst
at former ABN AMRO Bank's Investment Research Department.
Later, he became a strategist. From 1976 to 1984, he
worked in the Equity and Loan Department of a leading
Dutch insurance company, where he was appointed head of
the department in 1982. In 1984, he joined former ABN
AMRO Bank's Asset Management Department and was appointed
Vice President in the same year. In 1993, he became Head
of the Global Equity Group being responsible for Global
Equity, European Equity, Dutch Equity and Business
research. Mr. Postma holds a Master's degree in
Economics.
Loes Pals-de Groot has been associated with the
Advisor and/or its affiliates since 1971 in various
investment management positions. Mrs. Pals-de Groot holds
a degree in Business Economics from the Instituut voor
Sociale Wetenschappen.

26
<PAGE>

Felix Lanters, portfolio manager for the Europe Equity
Growth Fund(US), has been associated with the Advisor
and/or its affiliates since 1987 as a portfolio manager.

Messrs. Edmond Leung, Karl Lung, Alex Ng, Lester Poon
and Paritosh Thakore, members of the Asian Equity Team
have been jointly and primarily responsible for the day-
to-day management of the Asian Tigers Fund(US) since
November, 1999.
Edmond Leung, CFA, has been associated with the Advisor
and/or its affiliates since January, 1995 as a senior
portfolio manager. Previously, he worked at Ivory & Sime
(Asia) Ltd., Hong Kong as an investment manager from
August, 1992 to January, 1995. Mr. Leung holds an M.B.A.
in Finance from The Chinese University of Hong Kong and a
B.S. in Chemistry from the University of Hong Kong. Mr.
Leung is a
member of the Association of Investment Management &
Research, Australian Society of Certified Public
Accountants and an Associate Member of the Hong Kong
Society of Accountants.
Karl Lung, CFA, has been associated with the Advisor
and/or its affiliates since March, 1995 as a portfolio
manager. Previously, he worked at W.I. Carr (Far East)
Ltd., Hong Kong, as a research manager from May, 1993 to
March, 1995. Mr. Lung has an M.B.A. from the University of
Toronto and a Bachelor of Commerce with honors from
McMaster University, both located in Canada. Mr. Lung is a
member of the Institute of Chartered Financial Analysts.

Alex Ng has served as portfolio manager for the Asian
Tigers Fund(US) since July, 1995. Mr. Ng has been
associated with the Advisor and/or its affiliates since
1988 as a portfolio manager. Mr. Ng joined ABN AMRO's
Investment Banking Representative Office in Singapore in
January 1988 before being transferred to the Securities
subsidiary in Hong Kong. Previously, Mr. Ng worked as a
financial analyst in Malaysia. Mr. Ng holds a degree in
Economics from the University of California in Los
Angeles.
Lester Poon has been associated with the Advisor and/or
its affiliates since September, 1992 as a portfolio
manager. He holds an M.B.A. in Finance and International
Business from New York University and a B.S. in Electrical
Engineering from the University of Hong Kong. Mr. Poon is
a member of the Institute of Chartered Financial Analysts.
Paritosh Thakore has been associated with the Advisor
and/or its affiliates since February, 1995 as a portfolio
manager. Previously, he worked at Unifund, S.A., Hong
Kong, as an investment manager from July, 1993 to
February, 1995. Mr. Thakore holds a B.S. in Economics from
the University of Pennsylvania.

Luiz M. Ribeiro, Jr., C.F.A., served as the portfolio
manager of the Latin America Equity Fund(US) from
November, 1997 to April, 1999. Currently, he serves as co-
manager of the Fund. Mr. Ribeiro has worked as an
investment analyst with the Advisor and/or its affiliates
since 1994. From March, 1990 to June, 1993, he served with
the trading desk of Dibran DTVM Ltd. Mr. Ribeiro obtained
a Business Degree at the University of Sao Paulo in 1990.
In 1993, he concluded an M.B.A. offered by IBMEC
(Brazilian Institute of Capital Markets) in Sao Paulo.

Roberto Lampl has served as co-manager of the Latin
America Equity Fund(US) since April, 1999. Mr. Lampl has
been associated with the Advisor and/or its affiliates
since 1993 as corporate finance adviser (Latin America) in
the Investment Banking Division. He obtained a Bachelor's
degree in Economics from Boston University in 1990. In
1993, he completed an M.B.A. at Babson Graduate School of
Business in Wellesley, Massachusetts.

27
<PAGE>

Wouter Weijand has served as portfolio manager of the
International Fixed Income Fund(US) since September,
1997. Mr. Weijand has worked as a portfolio manager with
the Advisor and/or its affiliates since 1984.

28
<PAGE>

.
Financial Highlights ___________________________________________________________
The tables that follow present performance information
about Common Shares of each

Fund. This information is intended to help you understand
each Fund's financial performance for the past five years,
or, if shorter, the period of the Fund's operations. Some
of this information reflects financial information for a
single Fund share. The total returns in the tables
represent the rate that you would have earned (or lost) on
an investment in a Fund, assuming you reinvested all of
your dividends and distributions. As of December 31, 1999,
the Europe Equity Growth Fund(US) had not commenced
operations.
This information has been audited by Ernst & Young LLP,
the Funds' independent auditors. Their report, along with
each Fund's financial statements and related notes, appears
in the annual report that accompanies the Statement of
Additional Information. You can obtain the Funds' annual
report, which contains more performance information, at no
charge by calling 1-800-443-4725.

For a Share Outstanding for the Years Ended December 31,

<TABLE>
<CAPTION>
Ratio of
Realized Net
and Net Ratio of Investment Ratio of
Net Net Unrealized Distri- Asset Net Expenses Income Expenses
Asset Invest- Gains Dividends butions Value Assets to (Loss) to to Average
Value ment (Losses) from Net from Contribution End End of Average Average Net Assets
Beginning Income on Investment Capital (Return of of Total Period Net Net (Excluding
of Period (Loss) Securities Income Gains Capital) Period Return (000) Assets Assets Waivers)
- --------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Ratio of
Net
Investment
Income
(Loss) to
Average
Net Assets Portfolio
(Excluding Turnover
Waivers) Rate
- --------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
International Equity Fund(US)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Share Class
1999 $18.97 $ 0.04 $ 7.75 $ 0.00 $(1.68) $ 0.00 $25.08 41.86% $204,922 1.31% 0.15% 1.31%
1998 15.38 0.01 3.85 (0.09) (0.18) 0.00 18.97 25.43 142,862 1.38 0.02 1.38
1997 15.83 0.04 0.68 (0.08) (1.09) 0.00 15.38 4.56 85,440 1.35 0.23 1.35
1996 14.56 0.06 1.37 (0.04) (0.15) 0.03 15.83 10.09(A) 96,442 1.36 0.44 1.36
1995 13.00 0.07 1.75 (0.06) (0.20) 0.00 14.56 14.03 77,519 1.38 0.70 1.38
<S> <C> <C>
Common Share Class
1999 0.15% 31%
1998 0.02 31
1997 0.23 17
1996 0.44 9
1995 0.70 11
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
Asian Tigers Fund(US)
Common Share Class
1999 $ 6.73 $0.00(C) $ 4.19 $ 0.00 $ 0.00 $ 0.00 $10.92 62.26% $ 50,994 1.62% 0.01% 1.62%
1998 7.60 0.07 (0.93) (0.01) 0.00 0.00 6.73 (11.37) 28,202 1.67 0.91 1.67
1997 11.91 0.04 (4.32) (0.02) (0.01) 0.00 7.60 (35.98) 34,664 1.60 0.50 1.60
1996 10.45 0.02 1.48 (0.04) (0.02) 0.02 11.91 14.55(B) 33,602 1.54 0.23 1.54
1995 9.47 0.12 0.98 (0.12) 0.00 0.00 10.45 11.61 23,145 1.52 1.38 1.60
Common Share Class
1999 0.01% 83%
1998 0.91 57
1997 0.50 42
1996 0.23 24
1995 1.30 28
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
Latin America Equity Fund(US)

Common Share Class
1999 $ 8.12 $ 0.03 $ 5.83 $(0.01) $ 0.00 $ 0.00 $13.97 72.41% $ 30,684 1.88% 0.34% 1.88%
1998 13.13 0.18 (4.96) (0.15) (0.08) 0.00 8.12 (36.33) 17,993 1.75 1.38 1.75
1997 10.24 0.05 3.54 (0.03) (0.67) 0.00 13.13 35.50 33,271 1.50 0.56 1.50
1996(1) 10.00 (0.02) 0.26 0.00 0.00 0.00 10.24 2.40 11,490 2.09 (0.55) 2.09
Common Share Class
1999 0.34% 145%
1998 1.38 92
1997 0.56 45
1996(1) (0.55) 10*
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
International Fixed Income Fund(US)

Common Share Class
1999 $10.82 $ 0.30 $(1.30) -- $(0.06) $(0.10) $ 9.66 (9.26)% $ 14,367 1.50% 2.90% 1.55%
1998 9.64 0.39 1.07 -- (0.18) (0.10) 10.82 15.15 17,482 1.38 3.62 1.42
1997 10.24 0.43 (1.03) -- 0.00 0.00 9.64 (5.86) 15,574 1.22 4.08 1.22
1996 10.58 0.48 (0.18) -- (0.64) 0.00 10.24 2.82 17,561 1.11 4.66 1.11
1995 9.54 0.62 1.38 -- (0.96) 0.00 10.58 20.99 17,433 1.10 5.86 1.16
Common Share Class
1999 2.85% 40%
1998 3.57 79
1997 4.08 52
1996 4.66 85
1995 5.80 105
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(A)The total return for the period ended December 31, 1996 includes the effect
of a capital contribution from an affiliate of the Advisor. Without the
capital contribution, the total return for the Common Class would have been
9.87%.
(B) The total return for the period ended December 31, 1996 includes the effect
of a capital contribution from an affiliate of the Advisor. Without the
capital contribution, the total return for the Common Class would have been
14.36%.
(C)Per share was less than $0.005.
(1)Commenced operations on June 28, 1996. All ratios and the total return for
the period have been annualized.
*Not Annualized

29
<PAGE>

.
For More Information ___________________________________________________________

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

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

By Telephone: Call 1-800-443-4725

By Mail: Write to the Funds c/o

ABN AMRO Funds
P.O. Box 9765
Providence, RI 02940

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

(The website is a separate document and is not legally a
part of this Prospectus.)

Investment Advisor: Distributor:
ABN AMRO Asset Management (USA) Inc. Provident Distributors, Inc.
208 South LaSalle Street
4th Floor 3200 Horizon Drive

Chicago, IL 60604-1003 King of Prussia, PA 19406

For more information, please call the ABN AMRO Funds or visit the website:

1-800-443-4725

www.abnamrofunds-usa.com

30
<PAGE>

5/1/00
ABN-F-019-00500
<PAGE>

ABN AMRO Funds
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") and should be read in conjunction
with the prospectuses dated May 1, 2000. The Trust has three prospectuses,
relating to Common Shares of the Money Market Funds, U.S. Equity, Balanced and
U.S. Fixed Income Funds, Common Shares of the International Funds, and Investor
Shares of all Funds. Prospectuses may be obtained by writing to Provident
Distributors, Inc. (the "Distributor"), 4400 Computer Drive, Westborough,
Massachusetts 01581, or by calling 1-800-443-4725.

The Trust's most recent annual report is a separate document typically supplied
with the SAI and includes the Trust's audited financial statements, which are
incorporated by reference into this SAI. The annual and other shareholder
reports are available upon request and without charge. Please call 1-800-443-
4725 to obtain these reports.

TABLE OF CONTENTS

<TABLE>
<S> <C>
THE TRUST........................................................................................... 2
DESCRIPTION OF PERMITTED INVESTMENTS................................................................ 2
INVESTMENT LIMITATIONS.............................................................................. 23
NON-FUNDAMENTAL POLICIES............................................................................ 24
MANAGEMENT OF THE FUND.............................................................................. 25
TRUSTEES AND OFFICERS OF THE TRUST.................................................................. 25
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES................................................. 29
INVESTMENT ADVISORY AND OTHER SERVICES.............................................................. 40
THE ADVISOR......................................................................................... 40
THE SUB-ADVISORS.................................................................................... 42
DISTRIBUTION AND SHAREHOLDER SERVICING.............................................................. 42
THE ADMINISTRATOR................................................................................... 45
THE SUB-ADMINISTRATOR............................................................................... 46
THE TRANSFER AGENT.................................................................................. 47
THE CUSTODIAN....................................................................................... 47
COUNSEL AND AUDITORS................................................................................ 48
BROKERAGE ALLOCATION AND OTHER PRACTICES............................................................ 48
PORTFOLIO TRANSACTIONS.............................................................................. 48
TRADING PRACTICES AND BROKERAGE..................................................................... 48
DESCRIPTION OF THE TRUST............................................................................ 52
PURCHASE AND REDEMPTION OF SHARES................................................................... 53
SHAREHOLDER LIABILITY............................................................................... 54
DETERMINATION OF NET ASSET VALUE.................................................................... 55
TAXATION............................................................................................ 56
GENERAL INFORMATION ABOUT FUND PERFORMANCE.......................................................... 60
COMPUTATION OF YIELD................................................................................ 61
CALCULATION OF TOTAL RETURN......................................................................... 63
LIMITATION OF TRUSTEES' LIABILITY................................................................... 65
FINANCIAL STATEMENTS................................................................................ 65
APPENDIX............................................................................................ A-1
</TABLE>

May 1, 2000

1
<PAGE>

THE TRUST

ABN AMRO 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
("Funds") of units of beneficial interest ("shares") and different classes of
shares of each fund. Generally, investors may purchase shares through two
separate classes, Common Shares and Investor Shares, which provide for
variations in distribution costs and other expenses. Except for these
differences between Common Shares and Investor Shares, each share of each fund
represents an equal proportionate interest in that Fund. See "Description of the
Trust." This SAI relates to the following funds: Value Fund\$US)\\, Growth
Fund\\(US)\\, Small Cap Fund(US) (formerly, the Small Cap Growth Fund\\(US)\$,
Real Estate Fund\$US)\\ (collectively, the "U.S. Equity Funds"), International
Equity Fund\\(US)\\, Europe Equity Growth Fund\\(US)\\ (formerly, the
TransEurope Fund\\(US)\$, Asian Tigers Fund\\(US)\\, Latin America Equity
Fund\\(US)\\ (collectively, the "International Funds" and, together with the
U.S. Equity Funds, the "Equity Funds"), Balanced Fund\\(US)\\ (the "Balanced
Fund"), Fixed Income Fund\\(US)\\, Tax-Exempt Fixed Income Fund\\(US)\\,
International Fixed Income Fund\\(US)\\, (collectively, the "Fixed Income
Funds"), Money Market Fund\\(US)\\, Government Money Market Fund\\(US)\\,
Treasury Money Market Fund\\(US)\\ and Tax-Exempt Money Market Fund\\(US)\\
(collectively, the "Money Market Funds" and together with the U.S. Equity,
International, Balanced, and Fixed Income Funds, the "Funds"). As of December
31, 1999, the Europe Equity Growth Fund(US) had not commenced operations.

DESCRIPTION OF PERMITTED INVESTMENTS

ADRs, Continental Depositary Receipts ("CDRs"), European Depositary Receipts
("EDRs") and Global Depositary Receipts ("GDRs")

A Fund may invest in depositary receipts and other similar instruments, such as
ADRs, CDRs, EDRs & GDRs. ADRs are securities, typically issued by a U.S.
financial institution (a "depositary"), that evidence ownership interest in a
security or a pool of securities issued by a foreign issuer and deposited with
the depositary, EDRs, which are sometimes referred to as CDRs, are securities,
typically issued by a non-U.S. financial institution, that evidence ownership
interest in security or a pool of securities issued by either a U.S. or foreign
issuer. GDRs are issued globally and evidence a similar ownership arrangement.
Generally, ADRs are designed for trading in the U.S. securities market. EDRs are
designed for trading in European Securities Markets and GDRs are designed for
trading in non-U.S. securities markets. Generally, depositary receipts may be
available through "sponsored" or "unsponsored" facilities. A sponsored facility
is established jointly by the issuer of the security underlying the receipt and
a depositary, whereas an unsponsored facility may be established by a depositary
without participation by the issuer of the underlying security. Holders of
unsponsored depositary receipts generally bear all the costs of the unsponsored
facility. The depositary of an unsponsored facility frequently is under no
obligation to distribute shareholder communications received from the issuer of
the deposited security or to pass through, to the holders of the receipts,
voting rights with respect to the deposited securities.

Asset-Backed Securities

Asset-backed securities consist of securities secured by company receivables,
truck and auto loans, leases and 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

2
<PAGE>

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 purpose of owning such assets and issuing such debt. A Fund
may invest in other 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 paydown characteristics of the
underlying financial assets which are passed through to the security holder.

Principal and interest on non-mortgage asset-backed securities 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 non-mortgage asset-backed
securities raises risk considerations peculiar to the financing of the
instruments underlying such securities. 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 card holder.

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.

Bank Investment Contracts ("BICS")

BICs are contracts issued by U.S. banks and savings and loan institutions.
Pursuant to such contracts, a Fund makes cash contributions to a deposit fund of
the general account of the bank or savings and loan institution. The bank or
savings and loan institution then credits to the Fund on a monthly basis
guaranteed interest at either a fixed, variable or floating rate. Generally,
BICs are issuing bank or savings and loan institution. For this reason, BICs are
considered to be illiquid investments.

Brady Bonds

Brady Bonds are a particular type of debt obligation created through the
exchange of existing commercial bank loans to foreign entities for new
obligations in connection with debt restructuring. Around 1990, the Mexican
external debt markets experienced significant changes with the completion of the
"Brady Plan" restructurings in those markets. Brady Bonds are issued by
governments that may have previously defaulted on the loans being restructured
by the Brady Bonds, and are subject to the risk of default by the issuer. They
may be fully or partially collateralized or uncollateralized and issued in
various currencies (although most are U.S. dollar denominated). They are
actively traded in the over-the-counter secondary market. U.S. dollar-
denominated collateralized Brady Bonds are generally collateralized in full as
to principal due at maturity by U.S. Treasury zero coupon obligations with the
same maturity. Interest payments on these Brady Bonds may be collateralized by
cash or securities in an amount that is typically equal to between 12 and 18
months of interest payments. Payment of interest

3
<PAGE>

and (except in the case of principal-collateralized Brady Bonds) principal on
Brady Bonds with no or limited collateral depends on the willingness and ability
of the foreign government to make payment. In the event of a default on
collateralized Brady Bonds for which obligations are accelerated, the collateral
for the payment of principal will not be distributed to investors, nor will such
obligations be sold and the proceeds distributed. The collateral will be held by
the collateral agent to the scheduled maturity of the defaulted Brady Bonds,
which will continue to be outstanding, at which time the face amount of the
collateral will equal the principal payments which would have then been due on
the Brady Bonds in the normal course. The restructurings provided for the
exchange of loans and cash for newly issued bonds, Brady Bonds. Brady Bonds
generally fall into two categories: collaterized Brady Bonds and bearer Brady
Bonds. U.S. dollar-denominated collaterized bonds, which may be fixed par bonds
or floating rate discount bonds, are collaterized in full as to principal by
U.S. Treasury zero coupon bonds having the same maturity. At least one year of
rolling interest payments are collaterized by cash or other investments.

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 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.

Convertible Securities

Convertible securities are corporate securities that are exchangeable for a set
number of shares of another security at a prestated price. Convertible
securities have characteristics similar to both fixed income and equity
securities. Because of the conversion feature, the market value of convertible
securities tends to move together with the market value of the underlying stock.
The value of convertible securities is also affected by prevailing interest
rates, the credit quality of the issuer, and any call provisions.

Debt Securities -- Ratings

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 promptly reassesses 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 disposes 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.

4
<PAGE>

Dollar Rolls

Dollar roll transactions consist of the sale of mortgage-backed securities to a
bank or broker-dealer, together with a commitment to purchase similar, but not
necessarily identical, securities at a future date. Any difference between the
sale price and the purchase price is netted against the interest income foregone
on the securities to arrive at an implied borrowing (reverse repurchase) rate.
Alternatively, the sale and purchase transactions which constitute the dollar
roll can be executed at the same price, with a Fund being paid a fee as
consideration for entering into the commitment to purchase. Dollar rolls may be
renewed after cash settlement and initially may involve only a firm commitment
agreement by a Fund to buy a security.

If the broker-dealer to whom a Fund sells the security becomes insolvent, the
Fund's right to purchase or repurchase the security may be restricted. Also, the
value of the security may change adversely over the term of the dollar roll,
such that the security that the Fund is required to repurchase may be worth less
than the security that the Fund originally held.

Equity Securities

Equity Securities include common stocks, common stock equivalents, preferred
stocks, securities convertible into common stocks and securities having common
stock characteristics, such as rights and warrants to purchase common stocks,
sponsored and unsponsored depositary receipts (e.g., ADRs), REITs, and equity
securities of closed-end investment companies.

Floating Rate Notes

Floating rate notes normally involve industrial development or revenue bonds
which provide that the rate of interest is set as a specific percentage of a
designated base rate (such as the prime rate) at a major commercial bank, and
that a Fund can demand payment of the obligation at all times or at stipulated
dates on short notice (not to exceed 30 days) at par plus accrued interest. A
Fund may use the longer of the period required before the Fund is entitled to
prepayment under such obligations or the period remaining until the next
interest rate adjustment date for purposes of determining the maturity. Such
obligations are frequently secured by letters of credit or other credit
enhancements provided by banks. The Advisor monitors the earning power, cash
flow and liquidity ratios of the issuers of such instruments and the ability of
an issuer of a demand instrument to pay principal and interest on demand.

Foreign Securities

Foreign securities may subject a Fund to investment risks that differ in some
respects from those related to investments in obligations of U.S. domestic
issuers. Such risks may include costs in connection with conversions between
various currencies, limited publicly available information regarding foreign
issuers, lack of uniformity in accounting, auditing and financial standards and
requirements, greater securities market volatility, less liquidity of
securities, less government supervision and regulations of securities markets,
future adverse political and economic developments, the possible imposition of
withholding taxes on interest or other income, possible seizure,
nationalization, or expropriation of foreign deposits, the possible
establishment of exchange controls or taxation at the source, greater
fluctuations in value due to changes in exchange rates, or the adoption of other
foreign governmental restrictions which might adversely affect the payment of
principal and interest on such obligations. Such investments may also entail
higher custodial fees and sales commissions than domestic investments.

5
<PAGE>

Foreign issuers of securities or obligations are often subject to accounting
treatment and engage in business practices different from those respecting
domestic issuers of similar securities or obligations. Foreign branches of U.S.
banks and foreign banks may be subject to less stringent reserve requirements
than those applicable to domestic branches of U.S. banks. Government regulation
in many of the countries of interest to a Fund may limit the extent of the
Fund's investment in companies in those countries. Further, it may be more
difficult for a Fund's agents to keep currently informed about corporate actions
which may affect the prices of portfolio securities. Communications between the
U.S. and foreign countries may be less reliable than within the U.S., increasing
the risk of delayed settlements of portfolio securities. Certain markets may
require payment for securities before delivery. A Fund's ability and decisions
to purchase and sell portfolio securities may be affected by laws or regulations
relating to the convertibility of currencies and repatriation of assets. Some
countries restrict the extent to which foreigners may invest in their securities
markets.

Investments in securities of foreign issuers are frequently denominated in
foreign currencies (including the Euro and other multinational currency units)
and the value of a Fund's assets measured in U.S. dollars may be affected
favorably or unfavorably by changes in currency rates and in exchange control
regulations, and a Fund may incur costs in connection with conversions between
various currencies. Although the Funds typically do not engage in hedging
activities, a Fund may enter into forward foreign currency contracts as a hedge
against possible variations in foreign exchange rates or to hedge a specific
security transaction or portfolio position. Currently, only a limited market, if
any, exists for hedging transactions relating to currencies in emerging markets,
including Latin American and Asian markets. This may limit a Fund's ability to
effectively hedge its investments in such markets if it chose to do so.

A Fund may invest in securities denominated in currencies of foreign countries.
Accordingly, changes in the value of these currencies against the U.S. dollar
will result in corresponding changes in the U.S. dollar value of a Fund's assets
denominated in those currencies. Foreign countries also may have managed
currencies, which are not free floating against the U.S. dollar. In addition,
there is risk that certain foreign countries may restrict the free conversion of
their currencies into other currencies, including the U.S. dollar. Further, it
may be difficult to reduce a Fund's currency risk through hedging if it chose to
engage in hedging activities. Any devaluations in the currencies in which a
Fund's portfolio securities are denominated may have a detrimental impact on the
Fund's net asset value.

Securities of issuers located in countries with developing securities markets
pose greater liquidity risks and other risks than securities of issuers located
in developed countries and traded in more established markets. Low liquidity in
markets may adversely affect a Fund's ability to buy and sell securities and
cause increased volatility. Developing countries may at various times have less
stable political environments than more developed nations. Changes of control
may adversely affect the pricing of securities from time to time. Some
developing countries may afford only limited opportunities for investing. In
certain developing countries, a Fund may be able to invest solely or primarily
through ADRs or similar securities and government approved investment vehicles,
including closed-end investment companies.

Certain risks associated with international investments and investing in
smaller, developing markets are heightened for investments in Latin American
countries. For example, some of the currencies of Latin American countries have
experienced steady devaluations relative to the U.S. dollar, and major
adjustments have been made in certain of these currencies periodically.
Furthermore, Latin American currencies may not be internationally traded. Also,
many Latin American countries have experienced substantial, and in some periods
extremely high, rates of inflation for many years. Inflation and rapid

6
<PAGE>

fluctuations in inflation rates have had and may continue to have very negative
effects on the economies and securities markets of certain Latin American
countries. In addition, although there is a trend toward less government
involvement in commerce, governments of many Latin American countries have
exercised and continue to exercise substantial influence over many aspects of
the private sector. In certain cases, the government still owns or controls many
companies, including some of the largest companies in the country. Accordingly,
government actions in the future could have a significant effect on economic
conditions in Latin American countries, which could affect private sector
companies and the Fund, as well as the value of securities in the Fund's
portfolio.

In making investment decisions for the Fund, the Advisor evaluates the risks
associated with investing Fund assets in a particular country, including risks
stemming from a country's financial infrastructure and settlement practices; the
likelihood of expropriation, nationalization or confiscation of invested assets;
prevailing or developing custodial practices in the country; the country's laws
and regulations regarding the safekeeping, maintenance and recovery of invested
assets; the likelihood of government-imposed exchange control restrictions which
could impair the liquidity of Fund assets maintained with custodians in that
country, as well as risks from political acts of foreign governments ("country
risks"). Of course, the Advisor's decisions regarding these risks may not be
correct or prove to be wise and, generally, any losses resulting from investing
in foreign countries will be borne by Fund shareholders.

Holding Fund assets in foreign countries presents additional risks including,
but not limited to, the risks that a particular foreign custodian or depositary
will not exercise proper care with respect to Fund assets or will not have the
financial strength or adequate practices and procedures to properly safeguard
Fund assets. A Fund may be precluded from investing in certain foreign countries
until such time as adequate custodial arrangements can be established.

Forward Foreign Currency Contracts

A forward contract involves an obligation to purchase or sell a specific
currency amount at a future date, agreed upon by the parties, at a price set at
the time of the contract.

At the maturity of a forward contract, a Fund may either sell a portfolio
security and make delivery of the foreign currency, or it may retain the
security and terminate its contractual obligation to deliver the foreign
currency by purchasing an "offsetting" contract with the same currency trader,
obligating it to purchase, on the same maturity date, the same amount of the
foreign currency. A Fund may realize a gain or loss from currency transactions.

Futures Contracts and Options on Futures Contracts

Futures contracts provide for the future sale by one party and purchase by
another party of a specified amount of a specific security at a specified future
time and at a specified price. An option on a futures contract gives the
purchaser the right, in exchange for a premium, to assume a position in a
futures contract at a specified exercise price during the term of the option.
Although the Funds typically do not engage in hedging activities, a Fund may use
futures contracts and related options for bona fide hedging purposes, to offset
changes in the value of securities held or expected to be acquired or be
disposed of, to minimize fluctuations in foreign currencies, or to gain exposure
to a particular market or instrument. A Fund will minimize the risk that it will
be unable to close out a futures contract by only entering into futures
contracts which are traded on national futures exchanges. In addition, a Fund
will only sell covered futures contracts and options on futures contracts.

7
<PAGE>

Stock and bond index futures are futures contracts for various stock and bond
indices that are traded on registered securities exchanges, stock and bond index
futures contracts obligate the seller to deliver (and the purchaser to take) an
amount of cash equal to a specific dollar amount times the difference between
the value of a specific stock or bond index at the close of the last trading day
of the contract and the price at which the agreement is made.

No price is paid upon entering into futures contracts. Instead, a Fund is
required to deposit an amount of cash or liquid assets known as "initial
margin." Subsequent payments, called "variation margin," to and from the broker,
are made on a daily basis as the value of the futures position varies (a process
known as "marking to market"). The margin is in the nature of a performance bond
or good-faith deposit on a futures contract.

In order to avoid leveraging and related risks, when a Fund purchases futures
contracts, it will collateralize its position by depositing an amount of cash or
liquid assets, equal to the market value of the futures positions held, less
margin deposits, in a segregated account with the Trust's custodian. Collateral
equal to the current market value of the futures position will be marked to
market on a daily basis. Whenever a Fund is required to establish a segregated
account for any investment or strategy, notations in the books of the Trust's
custodian are sufficient to constitute a segregated account.

The Funds typically do not engage in hedging activities. Further, there are
risks associated with these activities, including the following: (1) the success
of a hedging strategy depends on an ability to predict movements in the prices
of individual securities, fluctuations in markets and movements in interest
rates; (2) there may be an imperfect or no correlation between the changes in
market value of the securities held by a Fund and the prices of futures and
options on futures; (3) there may not be a liquid secondary market for a futures
contract or option; (4) trading restrictions or limitations may be imposed by an
exchange; and (5) government regulations may restrict trading in futures
contracts and futures options.

Eurodollar futures are U.S. dollar-denominated futures contracts or options
thereon which are linked to the London Interbank Offered Rate ("LIBOR"),
although foreign currency denominated instruments are available from time to
time. Eurodollar futures contracts enable purchasers to obtain a fixed rate for
the lending of the funds and sellers to obtain a fixed rate for borrowings.

The Funds will only enter into futures contracts traded on a national futures
exchange or board of trade.

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

8
<PAGE>

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.

Guaranteed Investment Contracts ("GICs")

GICs are contracts issued by U.S. insurance companies. Pursuant to such
contracts, the Fund makes cash contributions to a deposit fund of the insurance
company's general account. The insurance company then credits to the Fund on a
monthly basis guaranteed interest at either a fixed, variable or floating rate.
Generally, GICs are not assignable or transferable without the permission of the
issuing insurance companies. For this reason, GICs are considered to be
illiquid.

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, each Fund is generally prohibited from acquiring
the securities of other investment companies if, as a result of such
acquisition, the Fund owns 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
Fund. 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.

Each Fund is permitted to invest in shares of the ABN AMRO Money Market Funds
for cash management purposes, provided that the Advisor and any of its
affiliates waive management fees and other expenses with respect to Fund assets
invested therein.

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.

9
<PAGE>

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.

Master Limited Partnerships

Master limited partnerships are public limited partnerships composed of (i)
assets spun off from corporations or (ii) private limited partnerships. Master
limited partnerships are formed by reorganizing corporate assets or private
partnerships as public limited partnerships combining various investment
objectives. Interests in master limited partnerships are represented by
depositary receipts traded in the secondary market. Because limited partners
have no active role in management, the safety of a limited partner's investment
in a master limited partnership depends upon the management ability of the
general partner.

Money Market Instruments

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

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.

10
<PAGE>

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 then 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.

11
<PAGE>

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

Municipal securities consist of (i) debt obligations issued by or on behalf of
public authorities to obtain funds to be used for various public facilities, for
refunding outstanding obligations, for general operating expenses, and for
lending such funds to other public institutions and facilities, and (ii) certain
private activity and industrial development bonds issued by or on behalf of
public authorities to obtain funds to provide for the construction, equipment,
repair, or improvement of privately operated facilities. General obligation
bonds are backed by the taxing power of the issuing municipality. Revenue bonds
are backed by the revenues of a project or facility; tolls from a toll bridge
for example. The payment of principal and interest on private activity and
industrial development bonds generally is dependent solely on the ability of the
facility's user to meet its financial obligations and the pledge, if any, of
real and personal property so financed as security for such payment.

Municipal securities include both municipal notes and municipal bonds. Municipal
notes include general obligation notes, tax anticipation notes, revenue
anticipation notes, bond anticipation notes, certificates of indebtedness,
demand notes, and construction loan notes. Municipal bonds include general
obligation bonds, revenue or special obligation bonds, private activity and
industrial development bonds.

A Fund's investments in any of the notes described above is limited to those
obligations (i) rated in the highest two rating categories by an NRSRO or (ii)
if not rated, of equivalent quality in the Advisor's judgment.

Municipal bonds must be rated in the highest four rating categories by an NRSRO
at the time of investment or, if unrated, must be deemed by the Advisor to have
essentially the same characteristics and quality as bonds rated in the above
rating categories. The Advisor may purchase industrial development and pollution
control bonds if the interest paid is exempt from federal income tax. These
bonds are issued by or on behalf of public authorities to raise money to finance
various privately-operated facilities for business and manufacturing, housing,
sports, and pollution control. These bonds are also used to finance public
facilities such as airports, mass transit systems, ports and parking facilities.
The payment of the principal and interest on such bonds is dependent solely on
the ability of the facility's user to meet its financial obligations and the
pledge, if any, of real and personal property so financed as security for such
payment.

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.

12
<PAGE>

Options

A put option gives the purchaser the right to sell, and the writer the
obligation to buy, the underlying security at any time during the option period.
A call option gives the purchaser the right to buy, and the writer the
obligation to sell, the underlying security at any time during the option
period. The premium paid to the writer is the consideration for undertaking the
obligations under the option contract.

A Fund may purchase put and call options to protect against a decline in the
market value of the securities in its portfolio or to protect against an
increase in the cost of securities that the Fund may seek to purchase in the
future. A Fund purchasing put and call options pays a premium therefor. If price
movements in the underlying securities are such that exercise of the options
would not be profitable for a Fund, loss of the premium paid may be offset by an
increase in the value of the Fund's securities or by a decrease in the cost of
acquisition of securities by the Fund.

A Fund may write covered put and call options as a means of increasing the yield
on its portfolio and as a means of providing limited protection against
decreases in its market value. When a Fund sells an option, if the underlying
securities do not increase or decrease to a price level that would make the
exercise of the option profitable to the holder thereof, the option generally
will expire without being exercised and the Fund will realize as profit the
premium received for such option. When a call option of which a Fund is the
writer is exercised, the Fund will be required to sell the underlying securities
to the option holder at the strike price, and will not participate in any
increase in the price of such securities above the strike price. When a put
option of which a Fund is the writer is exercised, the Fund will be required to
purchase the underlying securities at the strike price. which may be in excess
of the market value of such securities.

A Fund may purchase and write options on an exchange or over-the-counter. Over-
the-counter options ("OTC options") differ from exchange-traded options in
several respects. They are transacted directly with dealers and not with a
clearing corporation, and therefore entail the risk of non-performance by the
dealer. OTC options are available for a greater variety of securities and for a
wider range of expiration dates and exercise prices than are available for
exchange-traded options. Because OTC options are not traded on an exchange,
pricing is done normally by reference to information from a market maker. It is
the position of the SEC that OTC options are illiquid.

A Fund may purchase and write put and call options on foreign currencies (traded
on U.S. and foreign exchanges or over-the-counter markets) to manage its
exposure to exchange rates. Call options on foreign currency written by a Fund
will be "covered," which means that the Fund will own an equal amount of the
underlying foreign currency. With respect to put options on foreign currency
written by a Fund, the Fund will establish a segregated account with its
custodian bank consisting of cash or liquid assets in an amount equal to the
amount the Fund would be required to pay upon exercise of the put.

A Fund may purchase and write put and call options on indices and enter into
related closing transactions. Put and call options on indices are similar to
options on securities except that options on an index give the holder the right
to receive, upon exercise of the option, an amount of cash if the closing level
of the underlying index is greater than (or less than, in the case of puts) the
exercise price of the option. This amount of cash is equal to the difference
between the closing price of the index and the exercise price of the option,
expressed in dollars multiplied by a specified number. Thus, unlike options on
individual securities, all settlements are in cash, and gain or loss depends on
price movements in the

13
<PAGE>

particular market represented by the index generally, rather than the price
movements in individual securities. All options written on indices must be
covered. When a Fund writes an option on an index, it will establish a
segregated account containing cash or liquid assets with its custodian in an
amount at least equal to the market value of the option and will maintain the
account while the option is open or will otherwise cover the transaction.

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.

The Funds typically do not engage in hedging activities. Further, risks
associated with such activities include: (1) the success of a hedging strategy
depends on an ability to predict movements in the prices of individual
securities, fluctuations in markets and movements in interest rates; (2) there
may be an imperfect correlation between the movement in prices of options and
the securities underlying them; (3) there may not be a liquid secondary market
for options; and (4) while a Fund receives a premium when it writes covered call
options, it may not participate fully in a rise in the market value of the
underlying security. A Fund may choose to terminate an option position by
entering into a closing transaction. The ability of a Fund to enter into closing
transactions depends upon the existence of a liquid secondary market for such
transactions.

Put and call options may be used by a Fund from time to time as the Advisor
deems to be appropriate, except as limited by each Fund's investment
restrictions. Options will not be used for speculative purposes. Among the
strategies the Advisor may use are: protective puts on stocks owned by a Fund,
buying calls on stocks a Fund is attempting to buy and writing covered calls on
stocks a Fund owns.

A put option gives the purchaser of the option the right to sell, and the writer
the obligation to buy, the underlying security at any time during the option
period. A call option gives the purchaser of the option the right to buy, and
the writer of the option the obligation to sell, the underlying security at any
time during the option period. The premium paid to the writer is the
consideration for undertaking the obligations under the option contract. The
initial purchase (sale) of an option contract is an "opening transaction". In
order to close out an option position, a Fund may enter into a "closing
transaction"--the sale (purchase) of an option contract on the same security
with the same exercise price and expiration date as the option contract
originally opened.

A Fund may buy protective put options from time to time on such portion of its
assets as the Advisor determines is appropriate in seeking the Fund's investment
objective. The advantage to the Fund of buying the protective put is that if the
price of the stock falls during the option period, the Fund may exercise the put
and receive the higher exercise price for the stock. However, if the security
rises in value, the Fund will have paid a premium for the put which will expire
unexercised.

A Fund may buy call options from time to time as the Advisor determines is
appropriate in seeking the Fund's investment objective. The Fund may elect to
buy calls on stocks that the Fund is trying to buy. The advantage of the Fund
buying the fiduciary call is that if the price of the stock rises during the
option period, the Fund may exercise the call and buy the stock for the lower
exercise price. If the security falls in value, the Fund will have paid a
premium for the call (which will expire worthless) but will be able to buy the
stock at a lower price.

14
<PAGE>

A Fund may write covered call options from time to time on such portion of its
assets as the Advisor determines is appropriate in seeking the Fund's investment
objective. The advantage to the Fund of writing covered call options is that the
Fund receives a premium which is additional income. However, if the security
rises in value, the Fund may not fully participate in the market appreciation.

During the option period, a covered call option writer may be assigned an
exercise notice by the broker-dealer through whom such call option was sold
requiring the writer to deliver the underlying security against payment of the
exercise price. This obligation is terminated upon the expiration of the option
period or at such earlier time in which the writer effects a closing purchase
transaction. A closing purchase transaction is one in which a Fund, when
obligated as a writer of an option, terminates its obligation by purchasing an
option of the same series as the option previously written. A closing purchase
transaction cannot be effected with respect to an option once the option writer
has received an exercise notice for such option.

A Fund may write covered put and call options as a means of increasing the yield
on its portfolio and as a means of providing limited protection against
decreases in its market value. When a Fund sells an option, if the underlying
securities do not increase or decrease to a price level that would make the
exercise of the option profitable to the holder thereof, the option generally
will expire without being exercised and the Fund will realize as profit the
premium received for such option. When a call option of which a Fund is the
writer is exercised, the Fund will be required to sell the underlying securities
to the option holder at the strike price, and will not participate in any
increase in the price of such securities above the strike price. When a put
option of which a Fund is the writer is exercised, the Fund will be required to
purchase the underlying securities at the strike price, which may be in excess
of the market value of such securities.

The market value of an option generally reflects the market price of an
underlying security. Other principal factors affecting market value include
supply and demand, interest rates, the pricing volatility of the underlying
security and the time remaining until the expiration date.

Real Estate Investing

Investments in companies in the real estate industry may be subject to the risks
associated with the direct ownership of real estate. These risks include: the
cyclical nature of real estate values; risks related to general and local
economic conditions; overbuilding and increased competition; increases in
property taxes and operating expenses; demographic trends and variations in
rental income; changes in zoning laws; casualty or condemnation losses;
environmental risks; regulatory limitations on rents; changes in neighborhood
values; related party risks; changes in the appeal of properties to tenants;
increases in interest rates; and other real estate capital market influences.
Generally, increases in interest rates increase the costs of obtaining
financing, which could directly and indirectly decrease the value of a Fund's
investments. A Fund's share price and investment return may fluctuate, and a
shareholder's investment when redeemed may be worth more or less than its
original cost. Certain of these securities that are issued by foreign companies
may be subject to the risks associated with investing in foreign securities in
addition to the risks associated with the direct ownership of real estate.

15
<PAGE>

Real Estate Investment Trust (REITs)

REITs may be affected by changes in the value of their underlying properties and
by defaults by borrowers or tenants. Mortgage REITs may be affected by the
quality of the credit extended. Furthermore, REITs are dependent on specialized
management skills. Some REITs may have limited diversification and may be
subject to risks inherent in investments in a limited number of properties, in a
narrow geographic area, or in a single property type. REITs depend generally on
their ability to generate cash flow to make distributions to shareholders or
unitholders, and may be subject to defaults by borrowers and to self-
liquidations. In addition, the performance of a REIT may be affected by its
failure to qualify for tax-free pass-through of income under the Internal
Revenue Code of 1986, as amended (the "Code"), or its failure to maintain
exemption from registration under the 1940 Act. Rising interest rates may cause
the value of the debt securities in which a Fund may invest to fall. Conversely,
falling interest rates may cause their value to rise. Changes in the value of
portfolio securities does not necessarily affect cash income derived from these
securities but will effect a Fund's net asset value.

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.

16
<PAGE>

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 an unsecured creditors and required to return the underlying
securities to the seller's estate.

Restraints on investments by Money Market Funds

Investments by each Money Market Fund are subject to limitations imposed 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, 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.

Restricted Securities

Restricted securities are securities (including those of foreign issuers) that
may not be sold to the public without registration under the Securities Act of
1933 (the "1933 Act") absent an exemption from registration. Securities of
foreign issuers may be restricted. Up to 10% of a Fund's assets may consist of
restricted securities that are illiquid and the Advisor may invest up to an
additional 5% of the total assets of a Fund in restricted securities, provided
it determines that at the time of investment such securities are not illiquid
(generally, an illiquid security cannot be disposed of within seven days in the
ordinary course of business at its full value), based on guidelines and
procedures developed and established by the Board of Trustees of the Trust. The
Board of Trustees will periodically review such procedures and guidelines and
will monitor the Advisor's implementation of such procedures and guidelines.
Under these procedures and guidelines, the Advisor considers the frequency of
trades and quotes for the security, the number of dealers in, and potential
purchasers for, the securities, dealer undertakings to make a market in the
security and the nature of the security and of the marketplace trades.

Rights

Rights are instruments giving shareholders the right to purchase shares of newly
issued common stock below the public offering price before they are offered to
the public.

Securities Lending

17
<PAGE>

loan and obtain the return of the securities loaned; and (3) the Fund will
receive any interest or dividends paid on the loaned securities. Any loan may be
terminated by either party upon reasonable notice to the other party.

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 exceed one-third of the value of a
Fund's total assets (including the value of the collateral) taken at fair market
value.

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.

Short Sales

Selling securities short involves selling securities the seller (e.g., a Fund)
does not own (but has borrowed) in anticipation of a decline in the market price
of such securities. To deliver the securities to the buyer, the seller must
arrange through a broker to borrow the securities and, in so doing, the seller
becomes obligated to replace the securities borrowed at their market price at
the time of the replacement. In a short sale, the proceeds the seller receives
from the sale are retained by a broker until the seller replaces the borrowed
securities. The seller may have to pay a premium to borrow the securities and
must pay any dividends or interest payable on the securities until they are
replaced.

A Fund may sell securities short "against the box." A short sale is "against the
box" if, at all times during which the short position is open, the Fund owns at
least an equal amount of the securities or securities convertible into, or
exchangeable without further consideration for, securities of the same issuer as
the securities that are sold short.

A Fund may also maintain short positions in forward currency exchange
transactions, in which the Funds agree to exchange currency that does not own at
that time for another currency at a future date and specified price in
anticipation of a decline in the value of the currency sold short relative to
the currency that the Fund has contracted to receive in the exchange. To ensure
that any short position of a Fund is not used to achieve leverage, the Fund
establishes with its custodian a segregated account consisting of cash or liquid
assets equal to the fluctuating market value of the currency as to which any
short position is being maintained. 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.

Sovereign Debt Securities

Sovereign debt securities are debt securities issued by various foreign
governmental issuers. Investing in fixed and floating rate foreign sovereign
debt securities will expose a Fund to the direct or indirect consequences of
political, social or economic changes in the countries that issue the
securities. The ability and willingness of sovereign obligors in developing and
emerging market countries or the governmental authorities that control repayment
of their external debt to pay principal and interest on such debt when due may
depend on general economic and political conditions within the relevant country.
Countries such as those in which a Fund may invest have historically
experienced, and may

18
<PAGE>

continue to experience, high rates of inflation, high interest rates, exchange
rate or trade difficulties and extreme poverty and unemployment. Many of these
countries are also characterized by political uncertainty or instability.
Additional factors which may influence the ability or willingness to service
debt include, but are not limited to a country's cash flow situation, the
availability of sufficient foreign exchange on the date a payment is due, the
relative size of its debt service burden to the economy as a whole and its
government's policy towards the International Monetary Fund, the World Bank and
other International agencies.

The ability of a foreign sovereign obligor to make timely payments on its
external debt obligations will also be strongly influenced by the obligor's
balance of payments, including export performance, its access to international
credits and investments, fluctuations in interest rates and the extent of its
foreign reserves. A country whose exports are concentrated in a few commodities
or whose economy depends on certain strategic imports would be vulnerable to
fluctuations in international prices of these commodities or imports. To the
extent that a country receives payment for its exports in currencies other than
dollars, its ability to make debt payments denominated in dollars could be
adversely affected. If a foreign sovereign obligor cannot generate sufficient
earnings from foreign trade to service it external debt, it may need to depend
on continuing loans and aid from foreign governments, commercial banks and
multilateral organizations, and inflows of foreign investment. The commitment on
the part of these foreign governments, multilateral organizations and others to
make such disbursements may be conditioned to the government's implementation of
economic reforms and/or economic performance and the timely service of its
obligations. Failure to implement such reforms, achieve such levels of economic
performance or repay principal or interest when due may result in the
cancellation of such third parties' commitment to lend funds which may further
impair the obligor's ability or willingness to timely service its debts.

Standby Commitments or Puts

Securities subject to standby commitments or puts permit the holder thereof to
sell the securities at a fixed price prior to maturity. Securities subject to a
standby commitment or put may be sold at any time at the current market price.
However, unless the standby commitment or put was an integral part of the
security as originally issued, it may not be marketable or assignable;
therefore, the standby commitment or put would only have value to the Fund
owning the security to which it relates. In certain cases, a premium may be paid
for a standby commitment or put, which premium has the effect of reducing the
yield otherwise payable on the underlying security.

The Advisor has the authority to purchase securities at a price which would
result in a yield to maturity lower than that generally offered by the seller at
the time of purchase when they can simultaneously acquire the right to sell the
securities back to the seller, the issuer, or a third party (the "writer") at an
agreed-upon price at any time during a stated period or on a certain date. Such
a right is generally called a "standby commitment" or a "put." The purpose of
engaging in transactions involving puts is to maintain flexibility and liquidity
to permit a Fund to meet redemptions and remain as fully invested as possible in
municipal securities. The Funds reserve the right to engage in put transactions.
The right to put the securities depends on the writer's ability to pay for the
securities at the time the put is exercised. The Funds will limit their put
transactions to institutions which the Advisor believes present minimal credit
risks, and the Advisor will use its best efforts to initially determine and
continue to monitor the financial strength of the sellers of the options by
evaluating their financial statements and such other information as is available
in the marketplace. It may, however, be difficult to monitor the financial

19
<PAGE>

strength of the writers because adequate current financial information may not
be available. In the event that any writer is unable to honor a put for
financial reasons, the Fund would be general creditor (i.e., on a parity with
all other unsecured creditors) of the writer. Furthermore, particular provisions
of the contract between the Fund and the writer may excuse the writer from
repurchasing the securities; for example, a change in the published rating of
the underlying municipal securities or any similar event that has an adverse
effect on the issuer's credit or a provision in the contract that the put will
not be exercised except in certain special cases, for example, to maintain
portfolio liquidity. The Fund could, however, at any time sell the underlying
portfolio security in the open market or wait until the portfolio security
matures, at which time it should realize the full par value of the security.

Securities purchased subject to a put may be sold to third persons at any time,
even though the put is outstanding, but the put itself, unless it is an integral
part of the security as originally issued, may not be marketable or otherwise
assignable. Therefore, the put would have value only to the Fund. Sale of the
securities to third parties or lapse of time with the put unexercised may
terminate the right to put the securities. Prior to the expiration of any put
option, the Fund could seek to negotiate terms for the extension of such an
option. If such a renewal cannot be negotiated on terms satisfactory to the
Fund, the Fund could sell the portfolio security. The maturity of the underlying
security will generally be different from that of the put. There will be no
limit to the percentage of portfolio securities that the Fund may purchase
subject to a put, but the amount paid directly or indirectly for puts which are
not integral parts of the security as originally issued which are held by the
Fund will not exceed 1/2 of 1% of the value of the total assets of such Fund
calculated immediately after any such put is acquired. For the purpose of
determining the "maturity" of securities purchased subject to an option to put,
and for the purpose of determining the dollar-weighted average maturity of the
Fund including such securities, the Trust will consider "maturity" to be the
first date on which it has the right to demand payment from the writer of the
put although the final maturity of the security is later than such date.

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 for Money Market Funds 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 Money Market Funds.

Swaps, Caps, Floors and Collars

Interest rate swaps, mortgage swaps, currency swaps and other types of swap
agreements such as caps, floors and collars are designed to permit the purchaser
to preserve a return or spread on a particular investment or portion of its
portfolio, and to protect against any increase in the price of securities the
Fund anticipates purchasing at a later date. In a typical interest rate swap,
one party agrees to make regular payments equal to a floating interest rate
times a "notional principal amount," in return for payments equal to a fixed
rate times the same amount, for a specific period of time. Swaps may also depend
on other prices or rates, such as the value of an index or mortgage prepayment
rates.

20
<PAGE>

Swap agreements are sophisticated hedging instruments that typically involve a
small investment of cash relative to the magnitude of risk assumed. As a result,
swaps can be highly volatile and have a considerable impact on a Fund's
performance. Swap agreements are subject to risks related to the counterparty's
ability to perform, and may decline in value if the counterparty's
creditworthiness deteriorates. A Fund may also suffer losses if it is unable to
terminate outstanding swap agreements or reduce its exposure through offsetting
transactions. Any obligation a Fund may have under these types of arrangements
are covered by setting aside cash or liquid assets in a segregated account. A
Fund enters into swaps only with counterparties believed to be creditworthy.

In a typical cap or floor agreement, the buyer of an interest rate cap obtains
the right to receive payments to the extent that a specific interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate falls
below an agreed-upon level. An interest rate collar combines elements of buying
a cap and selling a floor. In swap agreements, if a Fund agrees to exchange
payments in dollars for payments in foreign currency, the swap agreement would
tend to decrease the Fund's exposure to U.S. interest rates and increase its
exposure to foreign currency and interest rates. Caps and floors have an effect
similar to buying or writing options. Depending on how they are used, swap
agreements may increase or decrease the overall volatility of a Fund's
investment and their share price and yield. Swap agreements will tend to shift a
Fund's investment exposure from one type of investment to another. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of a Fund's investment and their share price and yield.

Unit Investment Trusts

A unit investment trust ("UIT") is a type of investment company. Investments in
UITs are subject to regulations limiting a Fund's acquisition of investment
company securities. Standard and Poor's Depositary Receipts ("SPDRs"), DIAMONDS,
MDYs and similar investments are interests in UITs that may be obtained directly
from the UIT or purchased in the secondary market. SPDRs consist of a portfolio
of securities substantially similar to the component securities of the Standard
and Poor's 500 Composite Stock Price Index. DIAMONDS and MDYs consist of a
portfolio of securities substantially similar to the component securities of the
Dow Jones Industrial Average and of the Standard and Poor's MidCap 400 Index,
respectively.

The price of a UIT interest is derived and based upon the securities held by the
UIT. Accordingly, the level of risk involved in the purchase or sale of a UIT
interest is similar to the risk involved in the purchase or sale of traditional
common stock, with the exception that the pricing mechanism for UITs is based on
a basket of stocks. Disruptions in the markets for the securities underlying
UITs purchased or sold by a Fund could result in losses on UITs. Trading in UITs
involves risks similar to those risks, described above under "Options," involved
in the writing of options on securities.

Interests in UITs are not individually redeemable, except upon termination of
the UIT. To redeem, a Fund must accumulate a certain amount of UIT interests.
The liquidity of small holdings of UITs, therefore, depends upon the existence
of a secondary market. Upon redemption of a UIT interest, a Fund receives
securities and cash identical to the deposit required of an investor wishing to
purchase a UIT interest that day.

21
<PAGE>

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.

Variable Amount Master Demand Notes

Variable amount master demand notes may or may not be backed by bank letters of
credit. These notes permit the investment of fluctuating amounts at varying
market rates of interest pursuant to direct arrangements between the Trust, as
lender, and the borrower. Such notes provide that the interest rate on the
amount outstanding varies on a daily, weekly or monthly basis depending upon a
stated short-term interest rate index. Both the lender and the borrower have the
right to reduce the amount of outstanding indebtedness at any time. There is no
secondary market for the notes. It is not generally contemplated that such
instruments will be traded.

Warrants

Warrants are instruments giving holders the right, but not the obligation, to
buy shares of a company at a given price usually higher than the market price at
the time of issuance during a specified period.

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

22
<PAGE>

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.

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.

23
<PAGE>

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).

No Equity, Fixed Income or Balanced Fund may:

1. Purchase securities of any issuer (except securities issued or guaranteed by
the United States, its agencies or instrumentalities and repurchase
agreements involving such securities) if as a result more than 5% of the
total assets of the Fund would be invested in the securities of such issuer
or more than 10% of the outstanding voting securities of such issuer would be
owned by the Fund. This restriction applies to 75% of the Fund's assets, and
does not apply to the Latin America Equity Fund\\(US)\\, International Fixed
Income Fund\\(US)\\ or Real Estate Fund\\(US)\\.

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

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

No Money Market Fund may:

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

2. 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.

3. 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, 15% of the Fund's net assets (except for all Money Market Funds for
which the limit is 10% of net assets).

24
<PAGE>

For purposes of the Latin America Equity Fund(US)'s investment policies, Latin
American issuers means companies organized in, or for which the principal
securities trading market is in Latin America and (ii) companies, wherever
organized, that, in one of the last two fiscal years derived more than 50% of
their annual revenues or profits from goods produced, sales made or services
performed in Latin America.

For purposes of the Real Estate Fund\\(US)\\'s investment policies, a company is
"principally engaged" in the real estate industry if (i) it derives at least 50%
of its revenues or profits from the ownership, construction, management,
financing, or sale of residential, commercial, or industrial real estate, or
(ii) it has at least 50% of the fair market value of its assets invested in
residential, commercial, or industrial real estate. Companies in the real estate
industry may include, but are not limited to, REITs or other securitized real
estate investments, master limited partnerships that are treated as corporations
for Federal income tax purposes and that invest in interests in real estate,
real estate operating companies, real estate brokers or developers, financial
institutions that make or service mortgages, and companies with substantial real
estate holdings, such as lumber and paper companies, hotel companies,
residential builders and land-rich companies.

A Fund may enter into futures contract transactions only to the extent that
obligations under such contracts represent less than 20% of the Fund's assets.
The aggregate value of option positions may not exceed 10% of a Fund's net
assets as of the time such options are entered into by a Fund.

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>
Name, Age and Address Position with Fund Principal Occupation from past 5 years
--------------------- ------------------ --------------------------------------
<S> <C> <C>
Arnold F. Brookstone (04/08/30) Trustee, Chairman Retired. Executive Vice President, Chief
950 N. Michigan Avenue Financial Officer and Planning Officer of
Chicago, IL 60611 Stone Container 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 Feitler (11/19/30) Trustee Retired. Chairman of Executive Committee,
179 East Lake Shore Drive Board of Directors, Weyco Group, Inc. (men's
Chicago, IL 60611 footwear), since 1996. President and
Director, Weyco Group, Inc., 1968-1996.
</TABLE>

25
<PAGE>

<TABLE>
<CAPTION>
Name, Age and Address Position with Fund Principal Occupation from past 5 years
--------------------- ------------------ --------------------------------------
<S> <C> <C>
James Wynsma (04/19/36) Trustee** Chairman, ABN AMRO Asset Management (USA)
1565 River Oaks Drive Inc. since January 2000 and President & CEO
Ada, MI 49301 from May 1999 to December 1999. Vice Chairman
of LaSalle Bank N.A. and head of its Trust
and Asset Management department from 1992
until his retirement in March 2000.

Randall Hampton (9/28/43) President and CEO** President and CEO of ABN AMRO Asset
ABN AMRO Asset Management Management (USA) Inc. since January 2000.
(USA) Inc. Also Executive Vice President and head of
208 S. LaSalle Street Institutional Services for the Trust and
Chicago, IL 60604 Asset Management department of LaSalle Bank
N.A. since December 1997. Formerly Vice
Chairman and Director of Marketing and Sales
at Ariel Capital Management for 3 years.

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

Craig R. Carberry (07/12/60) Vice President and Since September 1999, Vice President and
ABN AMRO Asset Management Secretary** Counsel of ABN AMRO North America, Inc. Vice
(USA) Inc. President and Head of Legal and Compliance of
208 S. LaSalle Street ABN AMRO Bank's Global Asset Management
Chicago, IL 60604 Directorate in Amsterdam from November
1996-September 1999. Joined ABN AMRO North
America, Inc. in 1994 as a Senior Attorney.

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

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

26
<PAGE>

<TABLE>
<CAPTION>
Name, Age and Address Position with Fund Principal Occupation from past 5 years
--------------------- ------------------ --------------------------------------
<S> <C> <C>
Kathryn L. Martin (10/23/57) Vice President** Since March 1998, Senior Vice President,
ABN AMRO Asset Management Director of Compliance of ABN AMRO Asset
(USA) Inc. Management (USA) Inc., Vice President, ABN
208 S. LaSalle Street AMRO Asset Management (USA) Inc. (formerly
Chicago, IL 60604 LaSalle Street Capital Management, Ltd.),
June 1995-March 1998. Assistant Vice
President, LaSalle Street Capital Management,
Ltd. (formerly, Chemical Investment Group),
October 1989-June 1995.

Laurie Lynch (08/03/61) Vice President** Since June 1998, Assistant Vice President and
ABN AMRO Asset Management Communications Manager, and from April 1997
(USA) Inc. to June 1998, Marketing Associate, Fund
208 S. LaSalle Street Marketing, of ABN AMRO Asset Management (USA)
Chicago, IL 60604 Inc. Executive Assistant, LaSalle Street
Capital Management, Ltd., April 1996-April
1997. Municipal Underwriting Assistant,
Fidelity Capital Markets, September
1994-April 1997.

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

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

Therese M. Hogan (02/27/62) Vice President and Director of State Regulation of PFPC Inc.,
PFPC Inc. Assistant Secretary since June 1994. For more than eight years
4400 Computer Drive prior thereto, a paralegal at Robinson & Cole
Westborough, MA 01581 in Hartford, CT.

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

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

27
<PAGE>

<TABLE>
<CAPTION>
Name, Age and Address Position with Fund Principal Occupation from past 5 years
--------------------- ------------------ --------------------------------------
<S> <C> <C>
Karen DePoutot (10/07/66) Assistant Treasurer Director of Mutual Fund Treasury and
PFPC Inc. Assistant Treasurer for PFPC Inc. since June
4400 Computer Drive 1994. Prior to June 1994, Ms. DePoutot was a
Westborough, MA 01581 Senior Treasury Analyst at The New 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
Morgan, Lewis & Bockius LLP firm) since 1995; Associate, Morgan, Lewis &
1701 Market Street Bockius LLP, 1993-1995.
Philadelphia, PA 19103

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

Mary Moran Zeven (02/27/61) Assistant Secretary Vice President, PFPC Inc. Prior to October
PFPC Inc. 1999, Counsel, Curtis, Mallet-Prevost, Colt &
101 Federal Street Mosle LLP (law firm). Prior to June 1996,
Boston, MA 02110 General Counsel, Global Asset Management
(USA) Inc.
</TABLE>

For the fiscal year ended December 31, 1999, the Trustees received the
following compensation:

<TABLE>
<CAPTION>
===================================================================================================================================
Aggregate Pension or Total Compensation
Compensation Retirement Estimated from Registrant and
From Registrant Benefits Accrued Annual Benefits Fund Complex Paid to
Name of Person, for Fiscal Year as Part of Fund Upon Directors for Fiscal
Position Ended 1999 Expenses Retirement Year Ended 1999
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Arnold F. Brookstone $27,500 N/A N/A $27,500 for service
Trustee on one board
- -----------------------------------------------------------------------------------------------------------------------------------
William T. Simpson, $27,500 N/A N/A $27,500 for service
Trustee on one board
- -----------------------------------------------------------------------------------------------------------------------------------
Robert Feitler, $27,500 N/A N/A $27,500 for service
Trustee on one board
- -----------------------------------------------------------------------------------------------------------------------------------
Timothy Leach, None N/A N/A None
Trustee 1
- -----------------------------------------------------------------------------------------------------------------------------------
James Wynsma2 None N/A N/A None
===================================================================================================================================
</TABLE>

/1/ No Longer serves on the Board
/2/ Not a Trustee of the Fund during the period ending December 31, 1999.

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.

28
<PAGE>

The Trust, its investment advisor and principal underwriter have each adopted a
Code of Ethics under Rule 17j-1 under the 1940 Act. Each Code of Ethics permits
personnel, subject to the Code of Ethics and their provisions, to invest in
securities, including securities that may be purchased or held by the Trust.
These Codes of Ethics can be reviewed at the U.S. Securities and Exchange
Commission's ("SEC") Public Reference Room in Washington, D.C. (call 1-202-942-
8090 for further information). The Codes are also available on the SEC's
Internet site at http://www.sec/gov and copies of the Codes may be obtained,
------------------
after paying a duplicating fee, by electronic request at the following E-mail
address: [email protected], or by writing the SEC's Public Reference Room,
------------------
Washington, D.C. 20549-0102.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

5% AND 25% SHAREHOLDERS

As of March 31, 2000, the Trustees and officers of the Trust owned less than 1%
of the outstanding shares of the Trust.

As of March 31, 2000, the following persons were the only persons who were
record owners (or to the knowledge of the Trust, beneficial owners) of 5% or 25%
or more of the shares of the Funds. Persons who owned of record or beneficially
more than 25% of a Fund's outstanding shares may be deemed to control the Fund
within the meaning of the 1940 Act. The Trust believes that most of the shares
of the Common Class shares of the Funds were held for the record owner's
fiduciary, agency or custodial customers.

<TABLE>
<CAPTION>
Percentage of
-------------
Name of Owner and Class Ownership
- ----------------------- ---------
<S> <C>
MONEY MARKET FUND\\(US\\

LaSalle National Trust N.A. 90.619
Attn: Mutual Funds Operations
P.O. Box 1443
Chicago, IL 60690-1443
COMMON Shares

ABN AMRO Chicago Corporation 99.918
Attn: Control Department
208 S. LaSalle St.
Chicago IL 60604-1000
INVESTOR Shares
</TABLE>

29
<PAGE>

<TABLE>
<CAPTION>
Percentage of
-------------
Name of Owner and Class Ownership
- ----------------------- ---------
<S> <C>
GOVERNMENT MONEY MARKET FUND\\(US)\\

LaSalle National Trust N.A. 79.585
Attn: Mutual Funds Operations
P.O. Box 1443
Chicago, IL 60690-1443
COMMON Shares

ABN AMRO Group Savings Plan 12.673
Attn: Mutual Funds - Star
P.O. Box 96211
Washington, D.C. 20090-6211
COMMON Shares

ABN AMRO Chicago Corporation 99.686
Attn: Control Department
208 S. LaSalle St.
Chicago, IL 60604-1001
INVESTOR Shares

TREASURY MONEY MARKET FUND\\(US)\\

LaSalle National Bank 96.821
Attn: Mutual Funds Operations
P.O.Box 1443
Chicago, IL 60690-1443
COMMON Shares

ABN AMRO Chicago Corporation 99.365
Attn: Control Department
208 S. LaSalle St.
Chicago, IL 60604-1000
INVESTOR Shares
</TABLE>

30
<PAGE>

Percentage of
-------------
Name of Owner and Class Ownership
- ----------------------- ---------
<S> <C>
TAX-EXEMPT MONEY MARKET FUND\\(US)\\

LaSalle National Trust NA 98.762
Attn: Mutual Funds Operations
P.O. Box 1443
Chicago, IL 60690-1443
COMMON Shares

ABN AMRO Chicago Corporation 99.485
Attn: Control Department
208 S. LaSalle St.
Chicago IL 60604-1000
INVESTOR Shares

FIXED INCOME FUND\\(US)\\

LaSalle National Bank as Trustee 79.088
Omnibus A/C 75953R109
P.O. Box 1443
Chicago IL 60690-1443
COMMON Shares

ABN AMRO Group Savings Plan 12.570
Attn: Mutual Funds - Star
P.O. Box 96211
Washington D.C. 20090-6211
COMMON Shares

Delaware Charter Cust 36.645
IRA A/C Thomas J. Odriska
6609 Kedvale
Chicago, IL 60629-5127
INVESTOR Shares

ABN AMRO Incorporated 12.085
393-11143-12
Attn: Mutual Funds Operations
P.O. Box 6018
Chicago, IL 60680-6108
INVESTOR Shares
</TABLE>

31
<PAGE>

<TABLE>
<CAPTION>
Percentage of
-------------
Name of Owner and Class Ownership
- ----------------------- ---------
<S> <C>
Delaware Charter Cust 9.696
IRA A/C Donald Johnson
3304 N. New England
Chicago, IL 60634-3745
INVESTOR Shares

Helen Ann Huber 8.449
Declaration Trust
6314 N Leona Ave
Chicago, IL 60646-4224
INVESTOR Shares

ABN AMRO Incorporated 8.362
393-05126-15
Attn: Mutual Fund Operations
P.O. Box 6108
Chicago, IL 60680-6108
INVESTOR Shares

Robert K. Moeller & 6.234 7.069
Donald R. Moeller JTWROS
4921 Newport Ave
Chicago, IL 60641-3559
INVESTOR Shares

LaSalle National Bank as Trustee 5.983
Omnibus A/C
P.O. Box 1443
Chicago, IL 60690-1443
INVESTOR Shares
</TABLE>

32
<PAGE>

<TABLE>
<CAPTION>
Percentage of
-------------
Name of Owner and Class Ownership
- ----------------------- ---------
<S> <C>
TAX-EXEMPT FIXED INCOME FUND\\(US)\\

LaSalle National Bank as Trustee 98.795
Omnibus A/C 75953R505
P.O. Box 1443
Chicago, IL 60690-1443
COMMON Shares

ABN AMRO Incorporated 39.772
392-03740-18
Attn: Mutual Fund Operations
P.O. Box 6106
Chicago, IL 60680-6108
INVESTOR Shares

Anton Sivak & 7.574
Eugenia Sivak Jtten
6526 S Karlou Ave
Chicago, IL 60629-5124
INVESTOR Shares

Donald A. Peterson 7.467
5323 W Drummond
Chicago, IL 60639-1514
INVESTOR Shares

ABN AMRO Incorporated 7.384
Attn: Mutual Fund Operations
393-09866-11
PO Box 6108
Chicago, IL 60680-6108
INVESTOR Shares

Hugh J. O'Malley & 6.803
Helen A O'Malley JT TEN
725 Newgate Ln Apt G
Prospect Hts, IL 60070-2893
INVESTOR Shares

Gloria Kokaisl 6.322
200 Village Dr #224
Downers Grove, IL 60516-3050
INVESTOR Shares
</TABLE>

33
<PAGE>

<TABLE>
<CAPTION>
Percentage of
-------------
Name of Owner and Class Ownership
- ----------------------- ---------
<S> <C>
ABN AMRO Incorporated 6.151
393-115-79-15
Attn: Mutual Fund Operations
P.O. Box 6108
Chicago, IL 60680-6108

National Financial Services Corp. 5.028
P.O. Box 3908
Church Street Station
New York, NY 10008-3908
INVESTOR Shares

INTERNATIONAL FIXED INCOME FUND\\(US)\\

LaSalle National Bank as Trustee 98.616
Omnibus A/C 75953R703
P.O. Box 1443
Chicago, IL 60690-1443
COMMON Shares

Delaware Charter Cust 21.761
Jeraldine Harris
4607 Lincoln Blvd.
Richton Park, IL 60471-1868
INVESTOR Shares

Monica F. Belgrave 20.621
15022 South Champlain Avenue
Dolton, IL 60419-2661
INVESTOR Shares

Benito Zapata Cust 12.271
Andrea Zapata
Unif Trans to Min Act - FL
6670 Avignon Blvd.
McLean, VA 22043-1723
INVESTOR Shares

Ilene Wolthusen 9.858
416 E Reader St
Elburn, Il 60119-8937
INVESTOR Shares
</TABLE>

34
<PAGE>

Percentage of
-------------
Name of Owner and Class Ownership
- ----------------------- ---------
<S> <C>
Louis A. McDaniel Jr 6.780
15840 Campbell St
Harvey, IL 60426-2850
INVESTOR Shares

Claudette C. Miles 6.668
8000 S Dante
Chicago, IL 60619-4621
INVESTOR Shares

BALANCED FUND\\(US)\\

LaSalle National Bank as Trustee 16.610
P.O. Box 1443
Chicago, IL 60690-1443
COMMON Shares

ABN AMRO Group Savings Plan 68.538
Attn: Mutual Funds - Star
P.O. Box 96211
Washington, DC 20090-6211
COMMON Share

ABN AMRO Incorporated 6.508
Attn: Mutual Fund Operations
395-00837-11
P.O. Box 6108
Chicago, IL 60680-6108
INVESTOR Shares
</TABLE>

35
<PAGE>

<TABLE>
<CAPTION>
Percentage of
-------------
Name of Owner and Class Ownership
- ----------------------- ---------
<S> <C>
VALUE FUND\\( US)\\
LaSalle National Bank as Trustee 59.092
P.O. Box 1443
Chicago, IL 60690-1443
COMMON Shares

ABN AMRO Group Savings Plan 34.753
Attn: Mutual Funds - Star
P.O. Box 96211
Washington, DC 20090-6211
COMMON Shares

ABN AMRO Incorporated 11.697
Attn: Mutual Fund Operations
P.O. Box 6108
Chicago, IL 60680-6108
INVESTOR Shares

ABN AMRO Incorporated 5.800
Attn: Mutual Fund Operations
P.O. Box 6108
Chicago, IL 60680-6108
INVESTOR Shares

GROWTH FUND\\(US)\\

ABN AMRO Savings Plan 60.161
Attn: Mutual Funds - Star
P.O. Box 96211
Washington, DC 20090-6211
COMMON Shares

LaSalle National Bank 34.345
P.O. Box 1443
Chicago, IL 60690-1443
COMMON Shares
</TABLE>

36
<PAGE>

<TABLE>
<CAPTION>
Percentage of
-------------
Name of Owner and Class Ownership
- ----------------------- ---------
<S> <C>
SMALL CAP FUND//(US)//

LaSalle National Bank as Trustee 82.066
P.O. Box 1443
Chicago, IL 60690-1443
COMMON Shares

ABN AMRO Group Savings Plan 14.495
Attn: Mutual Funds - Star
P.O. Box 96211
Washington, DC 20090-6211
COMMON Shares

Sema & Co 12.234
12 E. 49th Street, 41st Floor
New York, NY 10017-1028
INVESTOR Shares

ABN AMRO Incorporated 10.600
Attn: Mutual Fund Operations
045-96125-11
P.O. Box 6108
Chicago, IL 60680-6108
INVESTOR Shares

Phyllis L. Fisher 9.496
P.O. Box 427 Corning Rd.
Beecher, IL 60401-0427
INVESTOR Shares

Delaware Charter Cust 6.896
IRA A/C Sonny C. Lai
1780 Potter Rd.
Park Ridge, IL 60068-1131
INVESTOR Shares

LaSalle National Bank 5.530
Omnibus A/C
P.O. Box 1443
Chicago, IL 60690-1443
INVESTOR Shares
</TABLE>

37
<PAGE>

<TABLE>
<CAPTION>
Percentage of
-------------
Name of Owner and Class Ownership
- ----------------------- ---------
<S> <C>
ABN AMRO Incorporated 5.173
Attn: Mutual Fund Operations
047-98785-14
P.O. Box 6108
Chicago, IL 60680-6108
INVESTOR Shares

INTERNATIONAL EQUITY FUND\\(US)\\

LaSalle National Bank as Trustee 63.109
P.O. Box 1443
Chicago, IL 60690-1443
COMMON Shares

ABN AMRO Group Savings Plan 22.139
Attn: Mutual Funds - Star
P.O. Box 96211
Washington, DC 20090-6211
COMMON Shares

ABN AMRO Incorporated 12.353
045-96125-11
Attn: Mutual Fund Operations
P.O. Box 6108
Chicago, IL 60680-6108
INVESTOR Shares

ABN AMRO Incorporated 6.144
Attn: Mutual Fund Operations
040-04000-16
P.O. Box 6108
Chicago, IL 60680-6108
INVESTOR Shares

ASIAN TIGERS FUND\\(US)\\

LaSalle National Bank as Trustee 58.240
P.O. Box 1443
Chicago, IL 60690-1443
COMMON Shares
</TABLE>

38
<PAGE>

<TABLE>
<CAPTION>
Percentage of
-------------
Name of Owner and Class Ownership
- ----------------------- ---------
<S> <C>
ABN AMRO Group Savings Plan 36.222
Attn: Mutual Funds - Star
P.O. Box 96211
Washington, DC 20090-6211
COMMON Shares

National Investor Services Corp. 13.586
55 Water Street, 32nd Fl.
New York, NY 10041-3299
INVESTOR Shares

James G. Kokenes & 8.992
Lynn M. Kokenes JTTEN
510 North Richmond Avenue
Westmont, IL 60559-1539
INVESTOR Shares

Delaware Charter Cust 8.411
IRA A/C Thomas J. Plonka
126 N. Grant Street
Westmont, IL 60559-1608
INVESTOR Shares

Delaware Charter Cust 6.195
IRA A/C Roger J. Bianco, Sr.
1636 Gibson Dr.
Elk Grove Village, IL 60007-2704
INVESTOR Shares

LATIN AMERICA EQUITY FUND\\(US)\\

LaSalle National Bank as Trustee 75.504
P.O. Box 1443
Chicago, IL 60690-1443
COMMON Shares

ABN AMRO Group Savings Plan 15.895
Attn: Mutual Funds - Star
P.O. Box 96211
Washington, DC 20090-6211
COMMON Shares
</TABLE>

39
<PAGE>

<TABLE>
<CAPTION>
Percentage of
-------------
Name of Owner and Class Ownership
- ----------------------- ---------
<S> <C>
REAL ESTATE FUND//(US)//

ABN AMRO Chicago Corporation 32.658
Attn: Bill Thiel
208 S. LaSalle Street
Chicago, IL 60604-1004
COMMON Shares

ABN AMRO Incorporated 27.122
Attn: Mutual Fund Operations
022-81283-10
P.O. Box 6108
Chicago, IL 60680-6108
COMMON Shares

ABN AMRO Incorporated 25.189
022-79564-14
Attn: Mutual Fund Operations
P.O. Box 6108
Chicago, IL 60680-6108
COMMON Shares

ABN AMRO Incorporated 50.00
292-00034-11
Attn: Mutual Fund Operations
P.O. Box 6108
Chicago, IL 60680-6108
INVESTOR Shares

ABN AMRO Incorporated 50.00
292-00035-10
Attn: Mutual Fund Operations
P.O. Box 6108
Chicago, IL 60680-6108
INVESTOR Shares
</TABLE>

40
<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.

41
<PAGE>

For the fiscal years ended December 31, 1997, 1998, and 1999, the Funds paid the
following advisory fees:

<TABLE>
<CAPTION>
Net Fees Paid Fees waived
------------------------------------- -------------------------------------
Fund 1997 1998 1999 1997 1998 1999
=====================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Money Market Fund(US) $1,386,860 $2,020,937 $2,597,590 $1,040,154 $1,515,702 $1,948,193
- -----------------------------------------------------------------------------------------------------
Government Money
Market Fund\\(US)\\ $ 497,187 $ 474,566 $1,028,041 $ 0 $ 263,355 $ 0
- -----------------------------------------------------------------------------------------------------
Treasury Money
Market Fund\\(US)\\ $ 374,682 $ 458,132 $ 622,076 $ 301,942 $ 343,600 $ 466,556
- -----------------------------------------------------------------------------------------------------
Tax-Exempt Money
Market Fund\\(US)\\ $ 484,301 $ 613,501 $ 617,977 $ 413,335 $ 460,126 $ 463,483
- -----------------------------------------------------------------------------------------------------
Fixed Income Fund\\(US)\\ $ 670,250 $ 833,301 $ 829,901 $ 134,049 $ 166,660 $ 165,980
- -----------------------------------------------------------------------------------------------------
Tax-Exempt Fixed
Income Fund\\(US)\\ $ 194,948 $ 184,668 $ 169,082 $ 43,866 $ 36,934 $ 33,817
- -----------------------------------------------------------------------------------------------------
International Fixed
Income Fund\\(US)\\ $ 136,701 $ 132,776 $ 126,378 $ 0 $ 7,424 $ 0
- -----------------------------------------------------------------------------------------------------
Value Fund\\(US)\\ $1,620,699 $1,673,833 $1,364,643 $ 0 $ 0 $ 0
- -----------------------------------------------------------------------------------------------------
Growth Fund\\(US)\\ $ 972,369 $1,279,933 $1,537,139 $ 0 $ 0 $ 0
- -----------------------------------------------------------------------------------------------------
Small Cap Fund\\(US)\\ $ 319,968 $ 390,042 $ 343,663 $ 0 $ 0 $ 0
- -----------------------------------------------------------------------------------------------------
International Equity
Fund\\(US)\\ $ 972,268 $1,183,171 $1,546,932 $ 0 $ 0 $ 0
- -----------------------------------------------------------------------------------------------------
Europe Equity Growth
Fund\\(US)\\ * * * * * *
- -----------------------------------------------------------------------------------------------------
Asian Tigers Fund\\(US)\\ $ 393,065 $ 298,444 $ 387,885 $ 0 $ 0 $ 0
- -----------------------------------------------------------------------------------------------------
Latin America Equity
Fund\\(US)\\ $ 259,452 $ 287,872 $ 207,485 $ 0 $ 0 $ 0
- -----------------------------------------------------------------------------------------------------
Real Estate Fund\\(US)\\ $ 57 $ 34,196 $ 51,781 $ 25 $ 14,655 $ 22,191
- -----------------------------------------------------------------------------------------------------
Balanced Fund\\(US)\\ $ 466,334 $ 545,646 $ 595,711 $ 0 $ 0 $ 0
- -----------------------------------------------------------------------------------------------------
</TABLE>

* Not in operation during the period.

For the fiscal year ended December 31, 1999, Value Fund\\(US)\\ and Small Cap
Fund\\(US)\\ paid the following sub-advisory fees:

<TABLE>
<CAPTION>
Fund Net Fees Paid Fees waived
=======================================================================================
<S> <C> <C>
Small Cap Fund\\(US)\\ $24,428 $0
- ---------------------------------------------------------------------------------------
Value Fund\\(US)\\ $50,347 $0
=======================================================================================
</TABLE>

The Advisor has agreed to waive its fee at least through April 2001 in order to
limit advisory fees to the amounts set forth below:

Fund Total Advisory Fees
- ---- -------------------
Real Estate Fund\\(US)\\ .70%
Fixed Income Fund\\(US)\\ .50%
Tax-Exempt Fixed Income Fund\\(US)\\ .50%
Treasury Money Market Fund\\(US)\\ .20%
Money Market Fund\\(US)\\ .20%
Tax-Exempt Money Market Fund\\(US)\\ .20%

42
<PAGE>

After April 2001, the Advisor may continue, modify or cancel this waiver.
Advisory fees are paid separately by each Fund. For each Fund, advisory fees are
at the Fund level rather than at the share class level.

THE SUB-ADVISORS

The Advisor, on behalf of the Trust, has entered into sub-advisory agreements
with Mellon Equity Associates, LLP and Delaware Management Company on behalf of
the Value Fund(US) and the Small Cap Fund(US), respectively. Under each Sub-
Advisory Agreement, the Sub-Advisor manages the Fund, selects investments and
places all orders for purchases and sales of the Fund's securities, subject to
the general supervision of the Board of Trustees of the Trust and the Advisor.

The Mellon Sub-Advisory Agreement provides that if the Advisor reduces its fee
rate for the Value Fund(US) because of excess expenses, the Sub-Advisor shall
reduce its fee rate pro rata. In addition, from time to time, except as may
otherwise be prohibited by law or regulation, the Sub-Advisor may, in its
discretion and from time to time, waive a portion of its fee.

The Delaware Sub-Advisory Agreement provides that if the Advisor reduces its fee
rate for the Small Cap Fund(US) because of excess expenses, the Sub-Advisor
shall reduce its fee rate by an amount equal to one-half of the amount by which
the Advisor reduced its fee rate. In addition, except as may otherwise be
prohibited by law or regulation, the Sub-Advisor may, in its discretion and from
time to time, waive a portion of its fee.

For services provided and expenses incurred pursuant to the Sub-Advisory
Agreement, Mellon Equity Associates, LLP is entitled to receive from the Advisor
a fee, which is computed daily and paid monthly, at the annual rate of 0.400 of
1% (.00400) per annum on the first $100 million of the Value Fund(US)'s average
daily net assets, 0.350 of 1% (.00350) per annum on the next $150 million of the
Fund's average daily net assets, 0.300 of 1% (.00300) per annum on the next $250
million of the Fund's average daily net assets and 0.250 of 1% (.00250) per
annum thereafter of the average daily net assets of the Fund.

For services provided and expenses incurred pursuant to the Sub-Advisory
Agreement, Delaware Management Company is entitled to receive from the Advisor a
fee, which is computed daily and paid monthly, at the annual rate of 0.550 of 1%
(.00550) per annum on the first $50 million of the Small Cap Fund(US)'s average
daily net assets and 0.450 of 1% (.00450) per annum thereafter of the average
daily net assets of the Fund.

DISTRIBUTION AND SHAREHOLDER SERVICING

Provident Distributors, Inc. (the "Distributor"), 3200 Horizon Drive, King of
Prussia, PA 19406, and the Trust are parties to a distribution agreement (the
"Distribution Agreement") dated December 1, 1999. Prior to this, First Data
Distributors, Inc. served as the Funds' distributor. 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

43
<PAGE>

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.

Distribution Plan

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

The Distribution Plan provides for payments to the Distributor at an annual rate
of up to 0.25% of the Investor Shares average daily net assets. This ongoing
distribution fee is calculated on each Fund's aggregate average daily net assets
attributable to its Investor Shares. From this amount, the Distributor may make
payments to financial institutions and intermediaries such as banks, savings and
loan associations, insurance companies, and investment counselors, broker-
dealers, and the Distributor's affiliates and subsidiaries as compensation for
services, reimbursement of expenses incurred in connection with distribution
assistance, or provision of shareholder services. The Distribution Plan is
characterized as a compensation plan and is not directly tied to expenses
incurred by the Distributor; the payments the Distributor receives during any
year may therefore be higher or lower than its actual expenses.

44
<PAGE>

For the fiscal year ended December 31, 1999, the Funds paid the following
amounts pursuant to the Distribution Plan:

<TABLE>
<CAPTION>
======================================================================================
Distribution Amount
Fund Paid 1999
- --------------------------------------------------------------------------------------
<S> <C>
Treasury Money Market Fund\\(US)\\ $ 31,707
- --------------------------------------------------------------------------------------
Government Money Market Fund\\(US)\\ $ 221,596
- --------------------------------------------------------------------------------------
Money Market Fund\\(US)\\ $ 569,963
- --------------------------------------------------------------------------------------
Tax-Exempt Money Market Fund\\(US)\\ $ 159,845
- --------------------------------------------------------------------------------------
Fixed Income Fund\\(US)\\ $ 1,034
- --------------------------------------------------------------------------------------
Tax-Exempt Fixed Income Fund\\(US)\\ $ 1,142
- --------------------------------------------------------------------------------------
International Fixed Income Fund\\(US)\\ $ 104
- --------------------------------------------------------------------------------------
Value Fund\\(US)\\ $ 7,263
- --------------------------------------------------------------------------------------
Growth Fund\\(US)\\ $ 8,875
- --------------------------------------------------------------------------------------
Small Cap Fund\\(US)\\ $ 1,566
- --------------------------------------------------------------------------------------
International Equity Fund\\(US)\\ $ 3,172
- --------------------------------------------------------------------------------------
Europe Equity Growth Fund\\(US)\\ *
- --------------------------------------------------------------------------------------
Real Estate Fund\\(US)\\ $ 72
- --------------------------------------------------------------------------------------
Asian Tigers Fund\\(US)\\ $ 701
- --------------------------------------------------------------------------------------
Latin America Equity Fund\\(US)\\ *
- --------------------------------------------------------------------------------------
Balanced Fund\\(US)\\ $ 8,648
======================================================================================
</TABLE>

* Investor shares not available during the period.

The distribution-related services that may be provided under the Distribution
Plan include: incremental printing costs for reports, prospectuses, notices and
similar materials; advertising; cost of preparing, printing, and distributing
literature used in connection with the offering of shares; expenses incurred in
the promotion and sale of shares; and compensation paid to underwriters,
dealers, brokers, banks and other servicing personnel or any of them for
providing services to Investor Class shareholders of the Trust relating to their
investment, including, but not limited to, maintaining accounts relating to
clients that invest in shares; arranging for bank wires; providing information
and assistance in connection with customer inquires relating to shareholder
accounts; forwarding shareholder communications from the Trust; processing
purchases, exchange and redemption requests from clients and placing such orders
with the Trust or its service providers; assisting clients in changing dividend
options, account designations and addresses; providing sub-accounting with
respect to shares beneficially owned by clients; and processing dividend
payments from the Trust on behalf of clients. Certain state securities laws may
require those financial institutions providing such distribution services to
register as dealers pursuant to state law.

The Administrator or Advisor may benefit from the expenditures under the plan
through increased fees or from an increase in the net assets of the Trust.
Except for affiliates of the Administrator and Advisor, no "interested person"
of the Trust or Disinterested Trustee had a direct or indirect financial
interest in the operation of the Distribution Plan or related agreements.

45
<PAGE>

Shareholder Servicing Plan

The Trust has adopted a shareholder servicing plan for the Investor Shares of
each Fund (the "Shareholder Servicing Plan"). Under the Shareholder Servicing
Plan, the Trust pays a fee of up to 0.25% of the average daily net assets of the
Investor Shares of the Funds. 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; 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. Currently, the Distributor is waiving, on a
voluntary basis, its shareholder servicing fee for the Money Market Funds. After
waivers, the Funds are paying shareholder servicing fees in the following
amounts:

Fund Net Fees
- ---- --------
Money Market Fund\\(US)\\ .11%

Government Money Market Fund\\(US)\\ .07%

Treasury Money Market Fund\\(US)\\ None

Tax-Exempt Money Market Fund\\(US)\\ None

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

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 0.15% of the average daily net assets of
the Fund.

Under the Administration Agreement: (i) the Administrator is entitled to receive
a fee at an annual rate of 0.15% 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.

46
<PAGE>

The Administrator has agreed to waive its fees at least through April 2001 in
order to limit total administration fees to the amounts set forth below:

Total
-----
Fund Administrative Fees
- ---- -------------------
Money Market Fund\\(US)\\ .07%
Government Money Market Fund\\(US)\\ .07%
Treasury Money Market Fund\\(US)\\ .07%
Tax-Exempt Money Market Fund\\(US)\\ .07%

After April 2001, the Administrator may continue, modify or cancel this waiver.

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. From March
2, 1998 to June 30, 1998, First Data Investor Services Group ("Investor Services
Group") served as the Trust's Administrator. Prior to March 2, 1998, SEI Fund
Resources (SEI) served as the Trust's administrator.

THE SUB-ADMINISTRATOR

Prior to December 1, 1999, Investor Services Group served as the Trust's sub-
administrator. Effective December 1, 1999, Investor Services Group became a
majority-owned subsidiary of PNC Bank Corp. As a result of this transaction,
Investor Services Group is now known as PFPC Inc. ("PFPC"). PFPC, a
Massachusetts corporation and an indirect majority-owned subsidiary of PNC Bank
Corp., has its principal offices at 249 Fifth Avenue, Pittsburgh, Pennsylvania
15222-2707. PFPC is a leading provider of funds evaluation services, trust
accounting systems, and brokerage and information services to financial
institutions, institutional investors, and money managers.

PFPC 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. The Sub-Administrator has
voluntarily agreed to waive a portion of its accounting fees for the Real Estate
Fund\\(US)\\. The Sub-Administrator may modify or discontinue this waiver at any
time.

Under the Sub-Administration Agreement: (i) the Sub-Administrator is entitled to
receive a fee at an annual rate of 0.06% of the average daily net assets of the
Funds up to $2 billion and 0.04% of the average daily net assets of the Funds
over $2 billion; (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.

47
<PAGE>

For the fiscal years ended December 31, 1997, 1998, and 1999, the Funds paid the
following administrative fees:

===================================================================================================
Net Fees Paid
------------------------------------------------
Fund 1997 1998 1999
===================================================================================================
<S> <C> <C> <C>
Treasury Money Market Fund\\(US)\\ $135,486 $187,851 $255,449
- ---------------------------------------------------------------------------------------------------
Government Money Market Fund\\(US)\\ $176,620 $290,086 $398,131
- ---------------------------------------------------------------------------------------------------
Money Market Fund\\(US)\\ $435,763 $738,080 $948,217
- ---------------------------------------------------------------------------------------------------
Tax-Exempt Money Market Fund\\(US)\\ $180,324 $255,157 $255,469
- ---------------------------------------------------------------------------------------------------
Fixed Income Fund\\(US)\\ $201,074 $178,994 $211,824
- ---------------------------------------------------------------------------------------------------
Tax-Exempt Fixed Income Fund\\(US)\\ $ 59,704 $ 40,804 $ 77,492
- ---------------------------------------------------------------------------------------------------
International Fixed Income Fund\\(US)\\ $ 25,631 $ 18,863 $ 58,043
- ---------------------------------------------------------------------------------------------------
Value Fund\\(US)\\ $303,868 $313,844 $296,825
- ---------------------------------------------------------------------------------------------------
Growth Fund\\(US)\\ $182,319 $239,987 $329,450
- ---------------------------------------------------------------------------------------------------
Small Cap Fund\\(US)\\ $ 59,994 $ 73,133 $106,521
- ---------------------------------------------------------------------------------------------------
International Equity Fund\\(US)\\ $145,840 $177,476 $280,317
- ---------------------------------------------------------------------------------------------------
Europe Equity Growth Fund*\\(US)\\ * * *
- ---------------------------------------------------------------------------------------------------
Asian Tigers Fund\\(US)\\ $ 58,960 $ 44,767 $107,810
- ---------------------------------------------------------------------------------------------------
Latin America Equity Fund\\(US)\\ $ 38,918 $ 43,181 $ 75,075
- ---------------------------------------------------------------------------------------------------
Real Estate Fund\\(US)\\ $ 12 $ 3,885 $ 7,837
- ---------------------------------------------------------------------------------------------------
Balanced Fund\\(US)\\ $ 99,929 $116,924 $181,215
===================================================================================================
</TABLE>

* Not in operation during the period.

THE TRANSFER AGENT

Prior to December 1, 1999 Investor Services Group served as the Funds' Transfer
Agent. Effective December 1, 1999, Investor Services Group became a majority-
owned subsidiary of PNC Bank Corp. As a result of this transaction, Investor
Services Group is now known as PFPC.

The Trust and PFPC (the "Transfer Agent"), 3200 Horizon Drive, King of Prussia,
Pennsylvania 19406-0549, 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 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.

48
<PAGE>

COUNSEL AND AUDITORS

Morgan, Lewis & Bockius LLP serves as counsel to the Trust. Ernst & Young LLP,
200 Clarendon Street, Boston, Massachusetts 02116-5072, 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 Fund. 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 and Sub-Advisors (the "Advisors") select 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 Advisors'
determination of what are reasonably competitive rates is based upon the
professional knowledge of their trading departments 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 Advisors may allocate out of all commission business generated by all of the
Funds (and any other accounts under management by the Advisors), brokerage
business to brokers or dealers who provide brokerage and research services.
These research services include advice, either directly or through publications
or writings, as to the value of securities, the advisability of investing in,
purchasing or

49
<PAGE>

selling securities, and the availability of securities or purchasers or sellers
of securities; furnishing of analyses and reports concerning issuers, securities
or industries; providing information on economic factors and trends; assisting
in determining portfolio strategy; providing computer software used in security
analyses and quotation services; providing portfolio performance evaluation,
technical market analyses and other research and trading services. Such services
are used by the Advisors and Sub-Advisor in connection with their investment
decision-making process with respect to one or more funds and accounts managed
by them, and may not be used exclusively with respect to a fund or account
generating the brokerage business.

As provided in the Securities Exchange Act of 1934 (the "1934 Act"), higher
commissions may be paid to broker-dealers who provide brokerage and research
services than to broker-dealers who do not provide such services if such higher
commissions are deemed reasonable in relation to the value of the brokerage and
research services provided. Although transactions are directed to broker-dealers
who provide such brokerage and research services, the Advisors believe that the
commissions paid to such broker-dealers are reasonable in relation to the value
of the brokerage and research services provided. In addition, portfolio
transactions which generate commissions or their equivalent may be directed to
broker-dealers who provide daily portfolio pricing services to the Trust.
Subject to best price and execution, commissions used for pricing may or may not
be generated by the funds receiving the pricing service.

The Advisors 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 Advisors
and the Trust's Board of Trustees that the advantages of combined orders
generally outweigh the possible disadvantages of separate transactions. In
certain instances, however, the Advisors may not aggregate orders based on
limitations in certain foreign markets or the judgment of the investment
professional.

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 Trust may execute brokerage or other agency transactions through brokerage
affiliates of the Advisor, for commissions in conformity with the 1940 Act, the
1934 Act and rules promulgated by the SEC. Under these provisions, an affiliate
of the Advisor is permitted to receive and retain compensation for effecting
portfolio transactions for the Trust on an exchange. These rules further require
that commissions paid to the Distributor by the Trust for exchange transactions
not exceed "usual and customary" brokerage commissions. The rules define "usual
and customary" commissions to include amounts which are "reasonable and fair
compared to the commission, fee or other remuneration received or to be received
by other brokers in connection with comparable transactions involving similar
securities being purchased or sold on a securities exchange during a comparable
period of time." In addition, the Trust may direct commission business to one or
more designated broker- dealers in

50
<PAGE>

connection with such broker-dealers' provision of services to the Trust or
payment of certain Trust expenses (e.g., custody, pricing and professional
fees). The Trustees, including those who are not "interested persons" of the
Trust, have adopted procedures for evaluating the reasonableness of commissions
paid to the Distributor and will review these procedures periodically.

For the fiscal year ended December 31, 1999, the Funds paid the following
brokerage fees:

<TABLE>
<CAPTION>
==================================================================================================================================
Total
% of Total Commissions Paid Total $
Total $ % of Total of Brokerage to Affiliates Amount
Total $ Amount of Brokerage Transactions in Connection of Brokerage
Amount of Brokerage Commissions Effected with Repurchase Commissions
Brokerage Commissions Paid to Through Agreement Paid for
Commissions Paid to Affiliates Affiliates in Affiliated Transactions Research
Fund Paid in 1999 In 1999 1999 Brokers in 1999 in 1999 in 1999
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Tax-Exempt Fixed Income Fund\\(US)\\ $ 0 $0 0.00% 0.00% $ 0 $ 0
- -----------------------------------------------------------------------------------------------------------------------------------
Fixed Income Fund\\(US)\\ $ 0 $0 0.00% 0.00% $ 0 $ 0
- -----------------------------------------------------------------------------------------------------------------------------------
International Fixed Income Fund\\(US)\\ $ 0 $0 0.00% 0.00% $ 0 $ 0
- -----------------------------------------------------------------------------------------------------------------------------------
Value Fund\\(US)\\ $349,120 $0 0.00% 0.00% $ 0 $311,082
- -----------------------------------------------------------------------------------------------------------------------------------
Growth Fund\\(US)\\ $295,818 $0 0.00% 0.00% $ 0 $225,128
- -----------------------------------------------------------------------------------------------------------------------------------
Small Cap Fund\\(US)\\ $114,492 $0 0.00% 0.00%+ $ 0 $100,920
- -----------------------------------------------------------------------------------------------------------------------------------
International Equity Fund\\(US)\\ $198,322 $0 0.00% 0.00% $ 0 $156,883
- -----------------------------------------------------------------------------------------------------------------------------------
Asian Tigers Fund\\(US)\\ $226,807 $0 0.00% 0.00% $ 0 $193,362
- -----------------------------------------------------------------------------------------------------------------------------------
Europe Equity Growth Fund\\(US)\\ * * * * * *
- -----------------------------------------------------------------------------------------------------------------------------------
Latin America Equity Fund\\(US)\\ $176,092 $0 0.00% 0.00% $ 0 $100,151
- -----------------------------------------------------------------------------------------------------------------------------------
Real Estate Fund\\(US)\\ $ 6,465 $0 0.00% 0.00% $ 0 $ 4,520
- -----------------------------------------------------------------------------------------------------------------------------------
Balanced Fund\\(US)\\ $ 99,360 $0 0.00% 0.00% $ 0 $ 56,054
- -----------------------------------------------------------------------------------------------------------------------------------
Money Market Fund\\(US)\\ $ 0 $0 0.00% 0.00% $ 0 $ 0
- -----------------------------------------------------------------------------------------------------------------------------------
Government Money Market Fund\\(US)\\ $ 0 $0 0.00% 0.00% $ 0 $ 0
- -----------------------------------------------------------------------------------------------------------------------------------
Treasury Money Market Fund\\(US)\\ $ 0 $0 0.00% 0.00% $ 0 $ 0
- -----------------------------------------------------------------------------------------------------------------------------------
Tax-Exempt Money Market Fund\\(US)\\ $ 0 $0 0.00% 0.00% $ 0 $ 0
===================================================================================================================================
</TABLE>

* Not in operation during the period.
+ Less than 1%.

51
<PAGE>

For the fiscal years ended December 31, 1997 and 1998, Funds paid the following
brokerage fees:

<TABLE>
<CAPTION>
========================================================================================================
Total $ Amount of Brokerage
Total $ Amount of Brokerage Commissions Paid to
Commissions Paid in Affiliates in
Fund 1997 1998 1997 1998
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Tax-Exempt Fixed Income Fund\\(US)\\ $ 0 $ 0 $ 0 $ 0
- --------------------------------------------------------------------------------------------------------
Fixed Income Fund\\(US)\\ $ 0 $ 0 $ 0 $ 0
- --------------------------------------------------------------------------------------------------------
International Fixed Income Fund\\(US)\\ $ 0 $ 0 $ 0 $ 0
- --------------------------------------------------------------------------------------------------------
Value Fund\\(US)\\ $256,616 $343,492 $19,358 $ 0
- --------------------------------------------------------------------------------------------------------
Growth Fund\\(US)\\ $135,230 $220,922 $ 0 $ 0
- --------------------------------------------------------------------------------------------------------
Small Cap Fund\\(US)\\** $ 77,603 $ 78,745 $ 0 $ 594
- --------------------------------------------------------------------------------------------------------
International Equity Fund\\(US)\\ $134,578 $262,654 $ 0 $ 0
- --------------------------------------------------------------------------------------------------------
Asian Tigers Fund\\(US)\\ $178,644 $129,623 $ 0 $ 0
- --------------------------------------------------------------------------------------------------------
Europe Equity Growth Fund\\(US)\\ * * * *
- --------------------------------------------------------------------------------------------------------
Latin America Equity Fund\\(US)\\ $117,515 $157,615 $ 0 $ 0
- --------------------------------------------------------------------------------------------------------
Real Estate Fund\\(US)\\ $ 4,285 $ 8,665 $ 0 $ 485
- --------------------------------------------------------------------------------------------------------
Balanced Fund\\(US)\\ $ 47,708 $ 62,210 $12,801 $ 0
- --------------------------------------------------------------------------------------------------------
Money Market Fund\\(US)\\ $ 0 $ 0 $ 0 $ 0
- --------------------------------------------------------------------------------------------------------
Government Money Market Fund\\(US)\\ $ 0 $ 0 $ 0 $ 0
- --------------------------------------------------------------------------------------------------------
Treasury Money Market Fund\\(US)\\ $ 0 $ 0 $ 0 $ 0
- --------------------------------------------------------------------------------------------------------
Tax-Exempt Money Market Fund\\(US)\\ $ 0 $ 0 $ 0 $ 0
</TABLE>

* Not in operation during the period.

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. In addition, the Funds executed brokerage trades through SEI
Financial Services Company, an affiliate of Rembrandt Financial Services Company
and SEI Fund Resources, the Funds' former distributor and administrator,
respectively.

52
<PAGE>

As of December 31, 1999, the following Funds owned securities of their regular
brokers or dealers, as defined in Rule 10b-1 under the Investment Company Act of
1940, with the following market values:

<TABLE>
<CAPTION>
Fund Broker Dealer Market Value
---- ------------- ------------
<S> <C> <C>
Balanced Fund\\(US)\\: Chase Manhattan $ 861,031
Merrill Lynch Pierce Fenner & Smith $ 551,100
Real Estate Fund\\(US)\\ Morgan Stanley & Co. $ 54,873
Value Fund\\(US)\\: American Express $ 889,437
Bear Stearns $ 957,600
Chase Manhattan $ 3,472,631
Lehman Brothers $ 1,092,469
Merrill Lynch Pierce Fenner & Smith $ 1,962,250
Morgan Stanley & Co. $ 2,034,188
Treasury Money Market Fund\\(US)\\: Morgan Stanley & Co. $10,622,152
Government Money Market
Fund\\(US)\\: Morgan Stanley & Co. $20,199,810
Money Market Fund\\(US)\\: Bear Stearns $29,636,874
Chase Manhattan $29,863,750
Goldman Sachs $19,802,156
Merrill Lynch Pierce Fenner & Smith $44,765,124
Morgan Stanley & Co. $59,275,156
</TABLE>

Except for the Small Cap Fund\\(US)\\ and Fixed Income Fund\\(US)\\, it is
expected that the portfolio turnover rate normally will not exceed 100% for any
Fund. A portfolio turnover rate would exceed 100% if all of its securities
exclusive of short-term U.S. Government securities and securities whose
maturities at the time of acquisition are one year or less are replaced in the
period of one year. Turnover rates may vary from year to year and may be
affected by cash requirements and by requirements which enable a Fund to receive
favorable tax treatment. A portfolio turnover rate of 100% or more will result
in higher transaction costs and may result in additional tax consequences for
shareholders. You will find portfolio turnover rates for each Fund (except the
Money Market Funds) in the "Financial Highlights" section of the Prospectus.

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. Share holders 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.

53
<PAGE>

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
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.

If your purchase request is for more than $5,000, we may require a written
exchange request with a medallion signature guarantee from an eligible guarantor
(a notarized signature is not sufficient). The Funds may change or cancel the
exchange privilege at any time upon 60 days' notice.

A medallion signature guarantee may be obtained from a domestic bank or trust
company, broker, dealer, clearing agency, savings association, or other
financial institution which is participating in a medallion program recognized
by the Securities Transfer Association. The three recognized medallion programs
are Securities Transfer Agents Medallion Program (STAMP), Stock Exchanges
Medallion Program (SEMP) and New York Stock Exchange, Inc. Medallion Signature
Program (NYSE MSP). Signature guarantees from financial institutions which are
not participating in one of these programs will not be accepted.

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.

54
<PAGE>

You may redeem your Money Market Investor 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. If you write a check on your account for an amount below $100,
you will be charged a $5 processing fee.

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
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.

The International Funds may experience substantial price fluctuations and are
intended for long-term investors. Short-term "market timers" who engage in
frequent purchases and redemptions can disrupt the Funds' investment programs
and create significant additional transaction costs that are borne by all
shareholders. For these reasons, the International Funds assess a 2% fee on
redemptions (including exchanges) of Fund shares held for 90 days or less.

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.

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 next net asset value per share computed after the order is
accepted by the authorized broker, intermediary or designee.

SHAREHOLDER LIABILITY

55
<PAGE>

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 Common Shares and Investor Shares
within the Funds may differ because of the distribution and shareholder
servicing expenses charged to Investor Shares.

The Money Market Funds

Securities of the Money Market Fund\\(US)\\, Government Money Market
Fund\\(US)\\, Treasury Money Market Fund\\(US)\\, and Tax-Exempt Money Market
Fund\\(US)\\ 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

56
<PAGE>

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.

The Equity, Balanced and Fixed Income Funds

The securities of the Equity, Balanced and Fixed Income Funds are valued by the
Administrator pursuant to valuations provided by an independent pricing service.
The pricing service relies primarily on prices of actual market transactions as
well as trader quotations. However, the service may also use a matrix system to
determine valuations of fixed income securities, which system considers such
factors as security prices, yields, maturities, call features, ratings and
developments relating to specific securities in arriving at valuations.

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

All Funds

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. 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 Regulated Investment Company ("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

57
<PAGE>

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.

Each 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% 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.

It is possible that a Fund may make a distribution in excess of the Fund's
current and accumulated earnings and profits. Such a "return of capital"
distribution is applied against and reduces the tax basis of your shares. The
excess of a return of capital distribution over the tax basis of your shares is
treated as gain from a sale of exchange of the shares.

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.

58
<PAGE>

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.

Any gain or loss recognized on a sale or redemption of shares of a Fund by a
shareholder who is not a dealer in securities will generally be treated as long-
term capital gain or loss if the shares have been held for more than one year,
and short-term capital gain or loss if held for a year or less. If shares on
which a net capital gain distribution has been received are subsequently sold or
redeemed, and such shares have been held for six months or less, any loss
recognized by a shareholder will be treated as long-term capital loss to the
extent of the long- term capital gain distributions.

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.

Each of the Tax-Exempt Fixed Income Fund\\(US)\\ and Tax-Exempt Money Market
Fund\\(US)\\ intends to qualify to pay "exempt interest dividends" by satisfying
the Code's requirement that at the close of each quarter of its taxable year at
least 50 percent of the value of its total assets consists of obligations, the
interest on which is exempt from Federal income tax. So long as this and certain
other requirements are met, dividends consisting of such Funds' net tax-exempt
interest income will be exempt interest dividends, which are exempt from federal
income tax in the hands of the shareholders of the Fund, but may have
alternative minimum tax consequences.

A Fund may sell securities short "against the box." Under certain circumstances,
these transactions may be treated as constructive sales, resulting in the
recognition of gain to the Fund.

Tax-Exempt Funds

Interest on indebtedness incurred by a shareholder in order to purchase or carry
shares in the Tax-Exempt Fixed Income Fund\\(US)\\ or Tax-Exempt Money Market
Fund\\(US)\\ (the "Tax-Exempt Funds") is generally not deductible for federal
income tax purposes to the extent that the Fund distributes exempt-interest
dividends during the taxable year. If a shareholder receives exempt-interest
dividends with respect to any share of these Funds and if such share is held by
the shareholder for six months or less, then any loss on the sale or exchange of
such share will be disallowed to the extent of the amount of exempt-interest
dividends. In addition, the Code may require a shareholder who receives exempt-
interest dividends to treat as taxable income a portion of certain social
security and railroad retirement benefit payments. Furthermore, entities or
persons who are "substantial users" (or persons related to "substantial users")
of facilities financed by "private activity bonds" or certain industrial
development bonds should
59
<PAGE>

consult their tax advisers before purchasing shares in the Tax-Exempt Funds. For
these purposes, the term "substantial user" is defined generally to include a
"non-exempt person" who regularly uses in trade or business a part of a facility
financed from the proceeds of such bonds. Moreover, some or all of dividends
received from the Tax-Exempt Funds may be a specific preference item, or a
component of an adjustment item, for purposes of the federal individual and
corporate alternative minimum taxes. The receipt of these exempt-interest
dividends and distributions also may affect a foreign corporate shareholder's
federal "branch profits" tax liability, and an S corporation shareholder's
federal excess "passive investment income."

Shareholders of the Tax-Exempt Funds should consult their tax advisers to
determine whether any portion of the income dividends received from such Funds
is considered tax exempt in their particular states. Issuers of bonds purchased
by the Tax-Exempt Funds (or the beneficiary of such bonds) may have made certain
representations or covenants in connection with the issuance of such bonds to
satisfy certain requirements of the Code that must be satisfied subsequent to
the issuance of such bonds. Shareholders should be aware that exempt-interest
dividends may become subject to federal income taxation retroactively to the
date of issuance of the bonds to which such dividends are attributable if such
representations are determined to have been inaccurate or if the issuers (or the
beneficiary) of the bonds fail to comply with certain covenants made at that
time.

Current federal income tax laws limit the types and volume of bonds qualifying
for the federal income tax exemption of interest, which may have an effect on
the ability of the Tax-Exempt Funds to purchase sufficient amounts of tax-exempt
securities to satisfy the Code's requirements for the payment of "exempt
interest dividends."

Equity and Balanced Funds

Subject to certain restrictions, a dividends-received deduction is available to
corporations that receive dividends from domestic corporations. Income dividends
paid by an Equity or Balanced Fund will be eligible for the dividends-received
deduction for corporate shareholders (subject to the same restrictions) to the
extent they are derived from dividends from domestic corporations. Shareholders
will be advised each year of the portion of ordinary income dividends eligible
for the deduction. Individual shareholders are not entitled to the dividends
received deduction regardless of which fund paid the dividend. Dividends
received from other funds, e.g., Money Market or Fixed Income Funds, will not be
eligible for the dividends-received deduction. Distributions of net capital
gains from any Fund do not qualify for the dividends received deduction.

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.

Foreign Taxes

Dividends and interest received by a Fund may be subject to income, withholding
or other taxes imposed by foreign countries and U.S. possessions that would
reduce the yield on a Fund's securities. Tax conventions between certain
countries and the United States may reduce or eliminate these taxes.

60
<PAGE>

Foreign countries generally do not impose taxes on capital gains with respect to
investments by foreign investors. If a Fund meets the Distribution Requirement
and if more than 50% of the value of such Fund's total assets at the close of
its taxable year consists of stock or securities of foreign corporations, such
Fund will be eligible to file an election with the Internal Revenue Service that
will enable shareholders, in effect, to receive the benefit of the foreign tax
credit with respect to any foreign and U.S. possessions income taxes paid by the
Fund. Pursuant to the election, a Fund will treat those taxes as dividends paid
to its shareholders. Each shareholder will be required to include a
proportionate share of those taxes in gross income as income received from a
foreign source and must treat the amount so included as if the shareholder had
paid the foreign tax directly. The shareholder may then either deduct the taxes
deemed paid by him or her in computing his or her taxable income or,
alternatively, use the foregoing information in calculating the foreign tax
credit against the shareholder's federal income tax. If a Fund makes the
election, it will report annually to its shareholders the respective amounts per
share of such Fund's income from sources within, and taxes paid to, foreign
countries and U.S. possessions. The International Equity Fund\\(US)\\, Europe
Equity Growth Fund\\(US)\\, Latin America Equity Fund\\(US)\\, Asian Tigers
Fund\\(US)\\ and International Fixed Income Fund\\(US)\\ expect to be able to
elect to treat shareholders as having paid their proportionate share of such
foreign taxes withheld.

GENERAL INFORMATION ABOUT FUND PERFORMANCE

The Equity, Balanced and Fixed Income Funds

From time to time, the Funds may advertise yield and total return. These figures
will be based on historical earnings and are not intended to indicate future
performance. The yield of a Fund refers to the annualized income generated by an
investment in the Fund over a specified 30-day period. The yield is calculated
by assuming that the same amount of income generated by the investment during
that period is generated in each 30-day period over one year, and is shown as a
percentage of the investment.

The total return of a Fund refers to the average compounded rate of return on a
hypothetical investment for designated time periods (including, but not limited
to, the period from which the Fund commenced operations through the specified
date), assuming that the entire investment is redeemed at the end of each period
and assuming the reinvestment of all dividend and capital gain distributions.
The total return of a Fund may also be quoted as a dollar amount, on an
aggregate basis, or an actual basis.

The Money Market Funds

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 the 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.
The Tax-Exempt Money Market Fund\\(US)\\ may also advertise a tax- equivalent
yield, which is calculated by determining the rate of return that would have to
be achieved on a fully taxable investment to produce the after-tax equivalent of
the Tax-Exempt Money Market Fund\\(US)\\'s yield, assuming certain tax brackets
for a shareholder.

61
<PAGE>

All Funds

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 measure 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.

Additional performance information is set forth in the 1999 Annual Report to
Shareholders, and is available upon request and without charge by calling 1-800-
443-4725.

The performance of Common Shares will normally be higher than that of Investor
Shares because of the additional distribution and shareholder services expenses
charges to Investor Shares.

COMPUTATION OF YIELD

From time to time the Treasury Money Market Fund\\(US)\\, Government Money
Market Fund\\(US)\\, Money Market Fund\\(US)\\ and Tax-Exempt Money Market
Fund\\(US)\\ 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.

62
<PAGE>

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.

Tax Equivalent yields are computed by dividing that portion of a Fund's yield
which is tax-exempt by one minus a federal and/or state income tax rate and
adding the product to that portion, if any, of the Fund's yield that is not tax-
exempt.

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.

For the seven-day period ended December 31, 1999, the end of the Trust's most
recent fiscal year, the Money Market Funds' current, effective and tax-
equivalent yields were as follows:

<TABLE>
<CAPTION>
====================================================================================================
7-Day Tax-
7-Day Tax Equivalent
Equivalent Effective
7-Day Yield at a Yield at a
Effective tax rate tax rate of
Fund Class 7-Day Yield Yield 39.6% of 39.6%
====================================================================================================
<S> <C> <C> <C> <C> <C>
Money Market Fund\\(US)\\ Common 5.11% 5.24% N/A N/A
----------------------------------------------------------------
Investor 4.75% 4.86% N/A N/A
- ----------------------------------------------------------------------------------------------------
Government Money Market Fund\\(US)\\ Common 4.83% 4.94% N/A N/A
----------------------------------------------------------------
Investor 4.51% 4.61% N/A N/A
- ----------------------------------------------------------------------------------------------------
Treasury Money Market Fund\\(US)\\ Common 4.51% 4.61% N/A N/A
---------------------------------------------------------------
Investor 4.26% 4.35% N/A N/A
- ----------------------------------------------------------------------------------------------------
Tax-Exempt Money\\(US)\\ Common 3.81% 3.88% 6.31% 6.42%
--------------------------------------------------------------
Market Fund\\(US)\\ Investor 3.56% 3.62% 5.89% 5.99%
===================================================================================================
</TABLE>

N/A-Not Applicable

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.

The Value Fund\\(US)\\, Growth Fund\\(US)\\, Small Cap Fund\\(US)\\,
International Equity Fund\\(US)\\, Europe Equity Growth Fund\\(US)\\, Asian
Tigers Fund\\(US)\\, Latin America Equity Fund\\(US)\\, Fixed Income
Fund\\(US)\\, Tax-Exempt Fixed Income Fund\\(US)\\, International Fixed Income
Fund\\(US)\\, Real Estate Fund\\(US)\\ and Balanced Fund\\(US)\\ may also
advertise a 30- day yield figure. These figures will be based on historical
earnings and
63
<PAGE>

are not intended to indicate future performance. The yield of these Funds refers
to the annualized income generated by an investment in the Funds over a
specified 30-day period. The yield is calculated by assuming that the income
generated by the investment during that 30-day period is generated over one year
and is shown as a percentage of the investment.

For the thirty-day period ended December 31, 1999, the yield for the following
Funds were:

<TABLE>
<CAPTION>
====================================================================================
Fund Class SEC Yield
====================================================================================
<S> <C> <C>
Fixed Income Fund\\(US)\\ Common 6.38%
------------------------------
Investor 5.87%
- ------------------------------------------------------------------------------------
Tax-Exempt Fixed Income Fund\\(US)\\ Common 4.21%
------------------------------
Investor 3.70%
- ------------------------------------------------------------------------------------
International Fixed Income Fund\\(US)\\ Common 3.70%
------------------------------
Investor 3.17%
- ------------------------------------------------------------------------------------
Real Estate Fund\\(US)\\ Common 4.71%
------------------------------
Investor 4.23%
====================================================================================
</TABLE>

CALCULATION OF TOTAL RETURN

From time to time, the Value Fund\\(US)\\, Growth Fund\\(US)\\, Small Cap
Fund\\(US)\\, International Equity Fund\\(US)\\, Europe Equity Growth
Fund\\(US)\\, Asian Tigers Fund\\(US)\\, Latin America Equity Fund\\(US)\\,
Fixed Income Fund\\(US)\\, Tax-Exempt Fixed Income Fund\\(US)\\, International
Fixed Income Fund\\(US)\\, Balanced Fund\\(US)\\ and Real Estate Fund\\(US)\\
may advertise total return. The total return of a Fund refers to the average
compounded rate of return to a hypothetical investment for designated time
periods (including but not limited to, the period from which the Fund commenced
operations through the specified date), assuming that the entire investment is
redeemed at the end of each period. In particular, total return will be
calculated according to the following formula: P (1+T)/n/ = ERV, where P = a
hypothetical initial payment of $1,000; T = average annual total return; n =
number of years; and ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the designated time period as of the end of
such period.

64
<PAGE>

Based on the foregoing, the average annual total return for the Funds from
commencement of operations through December 31, 1999, and for the one and three
year periods ended December 31, 1999, were as follows:

<TABLE>
<CAPTION>
============================================================================================================
Average Annual Total Return
---------------------------------
One Five Ten Since
Fund Class Year Year Year Inception
============================================================================================================
<S> <C> <C> <C> <C> <C>
Money Market Fund\\(US)\\ Investor/4/ 4.60% 4.99% * 4.55%
---------------------------------------------------
Common/2/ 4.98% 5.30% * 4.78%
- ------------------------------------------------------------------------------------------------------------
Government Money Market Fund\\(US)\\ Investor/3/ 4.53% 4.93% * 4.51%
---------------------------------------------------
Common/2/ 4.87% 5.22% * 4.71%
- ------------------------------------------------------------------------------------------------------------
Treasury Money Market Fund\\(US)\\ Investor/1/ 4.37% 4.65% * 4.18%
---------------------------------------------------
Common/2/ 4.63% 4.92% * 4.39%
- ------------------------------------------------------------------------------------------------------------
Tax-Exempt Money Market Fund\\(US)\\ Investor/5/ 2.75% 2.99% * 2.72%
---------------------------------------------------
Common/2/ 3.01% 3.24% * 2.96%
- ------------------------------------------------------------------------------------------------------------
Fixed Income Fund\\(US)\\ Investor/6/ -2.58% 6.55% * 5.01%
---------------------------------------------------
Common/2/ -2.11% 6.88% * 5.70%
- ------------------------------------------------------------------------------------------------------------
Tax-Exempt Fixed Income Fund\\(US)\\ Investor/8/ -3.03% 5.72% * 4.00%
---------------------------------------------------
Common/2/ -2.45% 6.09% * 4.79%
- ------------------------------------------------------------------------------------------------------------
International Fixed Income Fund\\(US)\\ Investor/9/ -9.66% 3.81% * 3.17%
---------------------------------------------------
Common/10/ -9.26% 4.12% * 4.83%
- ------------------------------------------------------------------------------------------------------------
Balanced Fund\\(US)\\ Investor/8/ 9.97% 15.05% * 10.99%
---------------------------------------------------
Common/2/ 10.55% 15.40% * 11.63%
- ------------------------------------------------------------------------------------------------------------
Value Fund\\(US)\\ Investor/11/ 10.67% 18.99% * 13.97%
---------------------------------------------------
Common/2/ 11.14% 19.45% * 14.61%
- ------------------------------------------------------------------------------------------------------------
Growth Fund\\(US)\\ Investor/12/ 12.26% 23.44% * 16.32%
---------------------------------------------------
Common/2/ 12.82% 23.88% * 17.03%
- ------------------------------------------------------------------------------------------------------------
Small Cap Fund\\(US)\\ Investor/7/ 15.95% 14.28% * 10.52%
---------------------------------------------------
Common/2/ 15.88% 14.65% * 9.69%
- ------------------------------------------------------------------------------------------------------------
International Equity Fund\\(US)\\ Investor/7/ 41.20% 18.11% * 16.15%
---------------------------------------------------
Common/2/ 41.86% 18.49% * 17.28%
- ------------------------------------------------------------------------------------------------------------
Asian Tigers Fund\\(US)\\ Investor/13/ 61.77% 2.90% * 1.52%
---------------------------------------------------
Common/14/ 62.26% 3.32% * 1.88%
- ------------------------------------------------------------------------------------------------------------
Latin America Equity Fund\\(US)\\ Investor * * * *
---------------------------------------------------
Common/15/ 72.41% N/A * 12.74%
- ------------------------------------------------------------------------------------------------------------
Europe Equity Growth Fund\\(US)\\ Investor * * * *
---------------------------------------------------
Common * * * *
- ------------------------------------------------------------------------------------------------------------
Real Estate Fund\\(US)\\ Investor/16/ -3.93% N/A * 2.53%
---------------------------------------------------
Common/16/ -3.33% N/A * -8.17%
============================================================================================================
</TABLE>

* Not in operation during the period.
_______________
/1/ Commenced operations 3/25/93 /9/ Commenced operations 4/26/93
/2/ Commenced operations 1/4/93 /10/ Commenced operations 2/7/93
/3/ Commenced operations 4/22/93 /11/ Commenced operations 3/26/93
/4/ Commenced operations 3/31/93 /12/ Commenced operations 3/8/93
/5/ Commenced operations 3/24/93 /13/ Commenced operations 1/12/94
/6/ Commenced operations 3/12/93 /14/ Commenced operations 1/3/94
/7/ Commenced operations 4/12/93 /15/ Commenced operations 7/1/96
/8/ Commenced operations 3/9/93 /16/ Commenced Operations 10/8/98

65
<PAGE>

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.

FINANCIAL STATEMENTS

The Trust's financial statements for the fiscal year ended December 31, 1999,
including notes thereto and the report of Ernst & Young LLP, Independent
Auditors, are herein incorporated by reference from the Trust's annual report.

66
<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 IBCA ("Fitch IBCA") and Duff & Phelps Credit Rating Company
("DCR").

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 F1+ (Exceptionally Strong) is the highest commercial paper rating
assigned by Fitch IBCA. Paper rated F1+ is regarded as having the strongest
degree of assurance for timely payment. Paper rated F1 (Very Strong) reflects an
assurance of timely payment only slightly less in degree than paper rated F1+.

The rating D-1 is the highest commercial paper rating assigned by DCR. Paper
rated D-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. DCR has incorporated gradations of 1+ and 1- to
assist investors in recognizing quality differences within this highest tier.
Paper rated D-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 D-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 D-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.

A-1
<PAGE>

Description of Corporate Bond Ratings

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

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 IBCA are judged by Fitch IBCA 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 IBCA are judged by Fitch IBCA 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

A-2
<PAGE>

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 IBCA uses plus and minus signs to
indicate the relative position of a credit within the AA rating category. Bonds
rated AAA by Fitch IBCA 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 IBCA 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 F1+.

Bonds rated AAA are judged by DCR 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 DCR 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.

A-3
<PAGE>

ABN . AMRO Funds

[ARTWORK APPEARS HERE]

Money Market
Funds

Prospectus
May 1, 2000

Institutional
Share Class

<PAGE>

{LOGO FOR ABN AMRO]

Prospectus -- Institutional Shares

May 1, 2000
- --------------------------------------------------------------------------------

Institutional Money Market Funds

.Institutional Prime Money Market Fund(US)

.Institutional Government Money Market Fund(US)

.Institutional Treasury Money Market Fund(US)

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

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.

All Funds may not be available in all states.

For more information, please call the ABN AMRO Funds or visit the website:

1-888-838-5132

www.abnamrofunds-usa.com

<PAGE>

.
Contents

The Funds Page
Introduction 3
Institutional Prime Money Market Fund(US) 4
Institutional Government Money Market Fund(US) 6
Institutional Treasury Money Market Fund(US) 8
Investment Advisor 12

Account Information Page
Transaction Policies 13
Distributions and Taxes 14
Investor Services 14
Financial Highlights 15
Instructions for Account Transactions 16
For More Information 17

More information on each Fund can be found in the Fund's current Statement of
Additional Information.

2
<PAGE>

.
The Funds _____________________________________________________________________

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

Your investment in a Fund is not a bank deposit. It is not insured or
guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any
government agency. Although each Fund seeks to preserve the value of your
investment at $1.00 per share, there is no guarantee that it will do so and it
is possible to lose money by investing in a Fund.

Money market funds invest in high quality, short-term debt securities,
commonly known as money market instruments. These generally include CDs,
bankers' acceptances, U.S. Treasury securities, some municipal securities,
commercial paper, and repurchase agreements involving these instruments. Money
market funds follow strict rules about credit risk, maturity and
diversification of their investments.

3
<PAGE>

.
INSTITUTIONAL PRIME MONEY MARKET FUND(US)

________________________________________________________________________________

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

Principal Investment Strategies

The Fund invests substantially all of its assets in high
quality money market instruments issued by corporations,
banks and the U.S. government or its agencies or
instrumentalities, as well as repurchase agreements
involving these instruments. The Fund may also invest in
dollar-denominated securities of foreign issuers.

ABN AMRO Asset Management (USA) Inc., the Advisor,
structures the Fund's portfolio based on its outlook on
interest rates, market conditions, and liquidity needs.
The Advisor monitors the Fund's investments for credit
quality changes and may adjust the average maturity of
the Fund in anticipation of changes in short-term
interest rates. Important factors include an assessment
of Federal Reserve policy and an analysis of the yield
curve.

Principal Risks of Investing in this Fund

. The Fund may not be able to maintain a net asset value
of $1.00 at all times.

. As market and interest rates change and as the proceeds
of short term securities in the Fund's portfolio become
available and are reinvested in securities with
different interest rates, the Fund's yield will
fluctuate. A sharp rise in interest rates could cause
the Fund's share price to drop.

. An issuer may become unable to make timely payments of
principal or interest.

. The credit ratings of issuers could change and affect
the Fund's share price.

4
<PAGE>

Fees and Expenses ________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees .10%
Other Expenses/1/ .13%
- ------------------------------------------
Total Annual Fund Operating Expenses .23%
- ------------------------------------------
</TABLE>

/1/Since the Fund recently began operations, Other Expenses are based on
estimated amounts for the current fiscal year.

EXAMPLE

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

<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
<S> <C>
$24 $74
</TABLE>

5
<PAGE>

.
INSTITUTIONAL GOVERNMENT MONEY MARKET FUND(US)
(not currently available for purchase)

________________________________________________________________________________

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

Principal The Fund invests 100% of its assets in U.S. government
Investment money market instruments, such as U.S. Treasury
Strategies obligations and U.S. government agency securities, and
repurchase agreements in respect of these securities.

The Advisor structures the Fund's portfolio based on its
outlook on interest rates, market conditions, and
liquidity needs. The Advisor monitors the Fund's
investments and adjusts the average maturity of the Fund
in anticipation of changes in short-term interest rates.
Important factors include an assessment of Federal
Reserve policy and an analysis of the yield curve.

. The Fund may not be able to maintain a net asset value
Principal Risks of $1.00 at all times.
of Investing in
this Fund

6
<PAGE>

Fees and Expenses ________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees .10%
Other Expenses/1/ .15%
- ------------------------------------------
Total Annual Fund Operating Expenses .25%
- ------------------------------------------
</TABLE>

/1/Since the Fund has not commenced operations as of May 1, 2000, Other
Expenses are based on estimated amounts for the current fiscal year.

EXAMPLE

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

<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
<S> <C>
$26 $80
</TABLE>

7
<PAGE>

.
INSTITUTIONAL TREASURY MONEY MARKET FUND(US)
(not currently available for purchase)

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

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

Principal
Investment The Fund invests substantially all of its assets in U.S.
Strategies Treasury money market instruments, repurchase agreements
in respect of these securities, and shares of money
market funds that invest in U.S. Treasury obligations.

The Advisor structures the Fund's portfolio based on its
outlook on interest rates, market conditions, and
liquidity needs. The Advisor adjusts the average maturity
of the Fund in anticipation of changes in short-term
interest rates. Important factors include an assessment
of Federal Reserve policy and an analysis of the yield
curve.

. The Fund may not be able to maintain a net asset value
Principal Risks of $1.00 at all times.
of Investing in
this Fund

8
<PAGE>

Fees and Expenses ________________________________________________________

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

/1/Since the Fund has not commenced operations as of May 1, 2000, Other
Expenses are based on estimated amounts for the current fiscal year.

EXAMPLE

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

<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
<S> <C>
$26 $80
</TABLE>

9
<PAGE>

Performance of Similarly Managed Mutual Funds __________________________________

The bar charts and performance tables below reflect the performance of ABN AMRO
Money Market Fund(US), ABN AMRO Government Money Market Fund(US) and ABN AMRO
Treasury Money Market Fund(US), which are currently managed by the Advisor.
These Money Market Funds have investment goals, policies and strategies
substantially the same as those of the corresponding Funds, and may be useful
in evaluating the Advisor's ability to manage money market funds. The Money
Market Funds and the corresponding funds are subject to the same Investment
Company Act and Internal Revenue Code restrictions.

Each Money Market Fund has two share classes, Common Shares and Investor
Shares. The bar charts and performance tables below reflect the performance of
the Money Market Funds' Common Shares. Common Shares have lower expenses than
Investor Shares. As a result, the performance of Investor Shares historically
has been lower than that of the Common Shares. Common Shares, however, have
expenses most similar to those of the Funds. For that reason, the performance
history of the Common Shares has been presented below, rather than the
performance of the Investor Shares.

The performance information below is not an indicator of the Fund's future
performance; does not reflect the Fund's historical performance; and relates to
a period of time before the effective date of the Funds' registration with the
SEC.

Money Market Fund(US)* ____________________________________________________

Average annual total return of the Money Market Fund(US) (Common Shares) as of
December 31, 1999.

Best Quarter
-------------
1.42%
06/30/95

Worst Quarter
-------------
0.73%
06/30/93

[LINE CHART]

1994 1995 1996 1997 1998 1999
- -------------------------------------------------------------
3.89% 5.69% 5.08% 5.33% 5.24% 4.98%

This table compares the Fund's average annual total returns for the periods
ending December 31, 1999, to those of the Money Fund Report AveragesTM/Total
Taxable Average**. An average measures the share prices of a specific group of
mutual funds with a particular investment goal. You cannot invest directly in
an average. The Money Fund Report AveragesTM/Total Taxable Average is a
composite of mutual funds with investment goals similar to the Fund's goal.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since inception ++
------ ------- ------- ------------------
<S> <C> <C> <C> <C>
Money Market Fund(US)+ 4.98% 5.24% 5.30% 4.78%
Money Fund Report AverageTM/Total
Taxable Average 4.64% 4.92% 5.04% 4.52%
</TABLE>
- -----------------------------------
*Corresponding fund: Institutional Prime Money Market Fund(US).
+ The ratio of expenses to average net assets for the years 1994 through 1999
was 0.41%, 0.41%, 0.43%, 0.32%, 0.33%, 0.32%, respectively.
++ Fund inception (1/4/93). Average inception computed from (12/31/92).

** iMoneyNet, Inc. (formerly, IBC Financial Data)

10
<PAGE>

Government Money Market Fund(US)* ________________________________________

Average annual total return of the Government Money Market Fund(US) (Common
Shares) as of December 31, 1999.

<TABLE>
<CAPTION>
Best Quarter
------------- ---
<S> <C>
1.40%
06/30/95
<CAPTION>
Worst Quarter
------------- ---
<S> <C>
0.71%
06/30/93
</TABLE>
[LINE CHART]
1994 1995 1996 1997 1998 1999
-------------------------------------------------------------
3.89% 5.59% 5.08% 5.33% 5.24% 4.87%

This table compares the Fund's average annual total returns for the periods
ending December 31, 1999, to those of the Money Fund Report Averages(TM)/Total
Government Average**. An average measures the share prices of a specific group
of mutual funds with a particular investment goal. You cannot invest directly
in an average. The Money Fund Report Averages(TM)/Total Government Average is
a composite of mutual funds with investment goals similar to the Fund's goal.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since inception ++
------ ------- ------- ------------------
<S> <C> <C> <C> <C>
Government Money Market Fund(US)+ 4.87% 5.15% 5.22% 4.71%
Money Fund Report Averages(TM)/Total
Government Average 4.55% 4.85% 4.97% 4.47%
</TABLE>
- -----------------------------------
* Corresponding fund: Institutional Government Money Market Fund(US).

+ The ratio of expenses to average net assets for the years 1994 through 1999
was 0.42%, 0.42%, 0.44%, 0.32%, 0.32%, 0.33% respectively.
++ Fund inception (1/4/93). Average inception computed from (12/31/92).

** iMoneyNet, Inc. (formerly, IBC Financial Data)

Treasury Money Market Fund(US)* __________________________________________

Average annual total return of the Treasury Money Market Fund(US) (Common
Shares) as of December 31, 1999.

<TABLE>
<CAPTION>
Best Quarter
------------- ---
<S> <C>
1.34%
06/30/95
<CAPTION>
Worst Quarter
------------- ---
<S> <C>
0.62%
06/30/93
</TABLE>
[LINE CHART]
1994 1995 1996 1997 1998 1999
- -------------------------------------------------------------
3.58% 5.28% 4.80% 4.97% 4.90% 4.63%

This table compares the Fund's average annual total returns for the periods
ending December 31, 1999, to those of the Money Fund Report Averages(TM)/U.S.
Treasury Average**. An average measures the share prices of a specific group
of mutual funds with a particular investment goal. You cannot invest directly
in an average. The Money Fund Report Averages(TM)/U.S. Treasury Average is a
composite of mutual funds with investment goals similar to the Fund's goal.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since inception ++
------ ------- ------- ------------------
<S> <C> <C> <C> <C>
Treasury Money Market Fund(US)+ 4.63% 4.83% 4.92% 4.39%
Money Fund Report Averages(TM)/U.S.
Treasury Average 4.21% 4.55% 4.71% 4.24%
</TABLE>
- -----------------------------------
* Corresponding fund: Institutional Treasury Money Market Fund(US).
+ The ratio of expenses to average net assets for the years 1994 through 1999
was 0.45%, 0.44%, 0.44%, 0.33%, 0.36%, respectively.
++ Fund inception (1/4/93). Average inception computed from (12/31/92).

** iMoneyNet, Inc. (formerly, IBC Financial Data)

11
<PAGE>

Investment Advisor ________________________________________________________

The Advisor makes investment decisions for the Funds and
reviews, supervises, and administers each Fund's
investment program. The Trustees of the Funds supervise
the Advisor and establish policies that the Advisor must
follow in its day-to-day management activities.

ABN AMRO Asset Management (USA) Inc. (Advisor), 208
South LaSalle Street, Chicago, IL 60604, serves as
Advisor to the Funds. The Advisor was organized in March
1991 under the laws of the State of Delaware and is
registered with the Securities and Exchange Commission
(SEC) under the Investment Advisers Act of 1940, as
amended (Advisers Act). The Advisor manages assets for
individuals and institutions including corporations,
unions, governments, insurance companies, charitable
organizations and investment companies. The Advisor is an
indirect wholly-owned subsidiary of ABN AMRO Bank N.V.
and an affiliate of the Funds' Administrator. As of
December 31, 1999, the Advisor managed approximately $8.4
billion in assets.

For the fiscal year ended December 31, 1999, the Funds
paid the following in advisory fees: 0.10% for
Institutional Prime Money Market Fund(US); 0.10% for
Institutional Government Money Market Fund(US); and 0.10%
for Institutional Treasury Money Market Fund(US). As of
December 31, 1999, Institutional Government Money Market
Fund(US) and Institutional Treasury Money Market Fund(US)
had not yet commenced operations.

The Advisor may, from time to time and at its own
expense, provide cash promotional incentives, in the form
of cash or other compensation, to certain financial
institutions whose representatives have sold or are
expected to sell significant amounts of the Funds'
shares. Some of these financial institutions may be
affiliated with the Advisor. The Advisor also may, from
time to time and at its own expense, pay significant
amounts to third parties, such as brokers, dealers and
other financial institutions, for distribution assistance
or related services. These institutions may be affiliated
with the Advisor.

Karen Van Cleave, Senior Vice President of the
Advisor, serves as portfolio manager of each Fund. Ms.
Van Cleave joined the Advisor in January 1994 as a Vice
President and Portfolio Manager and became a Senior Vice
President in 1997. Prior to 1994, Ms. Van Cleave was a
Vice President and 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.

12
<PAGE>

Transaction Policies __________________________________________________________

Fund shares are offered to institutional investors, acting
for themselves or in a fiduciary, advisory, agency, and
custodial or similar capacity. Generally, each
institutional investor must open a single master account
with the Fund. The Funds may 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 institution acts as a
fiduciary, or in some other capacity. Institutions
purchasing Institutional Shares on behalf of their clients
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., Eastern time (ET), on each business day,
excluding major holidays. Currently the Funds observe the
following holidays: New Year's Day, Martin Luther King,
Jr. Day, President's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Columbus Day, Veterans Day,
Thanksgiving Day and Christmas Day. 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 a Fund maintain a
constant price of $1.00 per share. On occasion, fair value
prices may be determined in good faith using methods
approved by the Board of Trustees.

Orders in proper form placed prior to 5:00 p.m., ET,
and for which payments are received in or converted into
Federal Funds by 6:00 p.m., ET, and orders which are
confirmed by telephonic confirmation, will become
effective at the price determined at 5:00 p.m., ET, on
that day. Shares thus purchased will receive the dividend
declared on that day. All times are Eastern Standard time.

Minimum The minimum initial investment in Institutional Shares is
Investment $1,000,000. There is no minimum subsequent investment
amount for Institutional Shares. In addition, there is no
minimum initial or subsequent investment minimum for
affiliates of the Advisor. A Fund may waive or lower
purchase minimums in other circumstances.

Selling Shares Investors may redeem shares at any time, by wire or
telephone. The investor will receive the next NAV
calculated after the Fund's transfer agent or other
authorized agent accepts the investor's order. Ordinarily,
redemption proceeds are sent to investors within seven
days of a redemption request.

Selling recently purchased shares may result in a delay
in receipt of an investor's redemption proceeds of up to
eight business days or until a Fund has collected payment
from the investor.

. change or waive the minimum investment amounts;

. refuse any purchase or exchange of shares if it
could adversely affect the Fund or its operations;

13
<PAGE>

. 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); and

. suspend redemptions as permitted by law (e.g.,
emergency situations).
Each Fund may also make a "redemption in kind" under
certain circumstances (e.g., if the Advisor 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.

Distributions and Taxes ________________________________________________________

Typically, each Fund pays its shareholders dividends from
its net investment income once a month, and distributes
any net capital gains once a year. The Funds do not
expect to distribute capital gains to shareholders.
Dividends and distributions are reinvested in additional
Fund shares unless the investor instructs the Fund
otherwise.

Fund distributions, regardless of whether received in
cash or reinvested in additional shares, may be subject
to federal income tax. An exchange is treated as a
taxable event.
Each investor's tax situation is unique. Investors
should consult a professional about federal, state and
local tax consequences.

Investor Services ______________________________________________________________

Exchange An investor may exchange Institutional Shares of any Fund
Privilege for Institutional Shares of any other Fund by requesting
an exchange in writing or by telephone. New accounts
established through an exchange will have the same
privileges as the original account (as long as they are
available). Please read the current Prospectus for a Fund
before exchanging into it.

Every investor receives regular account statements.
Account Investors will also receive an annual statement that
Statements describes the tax characteristics of any dividends and
distributions the Fund has paid to the investor during
the year.

14
<PAGE>

Financial Highlights __________________________________________________________

The table that follows presents performance information
about the Institutional Shares of each Fund. This
information is intended to help you understand the Fund's
financial performance for the past five years, or, if
shorter, the period of the Fund's operations. Some of this
information reflects financial information for a single
Fund share. The total returns in the tables represent the
rate that you would have earned (or lost) on an investment
in a Fund, assuming you reinvested all of your dividends
and distributions. As of December 31, 1999, Institutional
Government Money Market Fund(US) and Institutional
Treasury Money Market Fund(US) had not commenced
operations.

For a Share Outstanding for the Years Ended December 31, 1999

<TABLE>
<CAPTION>
Ratio of
Ratio of Ratio of Net
Net Expenses Investment
Net Ratio of Investment to Income
Net Realized Distri- Asset Net Expenses Income Average to
Asset Net and Dividends butions Value Assets to to Net Average
Value Invest- Unrealized from Net from End End of Average Average Assets Net Assets
Beginning ment Gains on Investment Capital of Total Period Net Net (Excluding (Excluding
of Period Income Securities Income Gains Period Return (000) Assets Assets Waivers) Waivers)
- ---------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------
Institutional Prime Money Market Fund(US)(/1/)
- --------------------------------------------------------------------
Institutional Share Class
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1999 $1.00 $0.00(A) $0.00 $0.00(A) $0.00 $1.00 0.05%* $5,000 0.20%+ 4.40%+ 3.39%+ 1.22%+
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

(/1/) Commenced operations on December 28, 1999.

(A) Per share was less than $0.005.

* Not Annualized
+ Annualized

15
<PAGE>

.
Instructions for Account Transactions __________________________________________

To Establish an Account To Buy Additional Shares To Sell Shares

Please call an Please call an Please call an
Institutional Fund Institutional Fund Institutional Fund
Representative at 1-888- Representative at 1-888- Representative at 1-888-
838-5132 before wiring 838-5132 before wiring 838-5132 before
funds. funds. redeeming shares.

By Wire - Transmit your By Wire - Transmit your By Wire - Be sure the
investment to Boston investment to Boston Fund has your bank
Safe Deposit and Trust Safe Deposit and Trust account information on
with these instructions: with these instructions: file. Proceeds will be
wired to your bank.
. ABA #011001234 . ABA #011001234
fund name and DDA# fund name and DDA#
Boston, Massachusetts Boston, Massachusetts

- ABN AMRO Institutional - ABN AMRO Institutional
Prime Money Market Prime Money Market
Fund(US) Fund(US)
DDA #24-4481 DDA 24-4481

- ABN AMRO Institutional - ABN AMRO Institutional
Government Money Government Money
Market Fund(US) Market Fund(US)
DDA #24-4481 DDA 24-4481

- ABN AMRO Institutional - ABN AMRO Institutional
Treasury Money Market Treasury Money Market
Fund(US) Fund(US)
DDA #24-4481 DDA 24-4481
. the Institutional . the Institutional
Share class Share class
. your Social Security . your Social Security
or tax ID number or tax ID number
. account registration . account registration
. dealer number, if . dealer number, if
applicable 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 Institutional Fund Representative or call:

1-888-838-5132

16
<PAGE>

.
For More Information __________________________________________________________

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

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

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

By Telephone: Call 1-888-838-5132

By Mail: Write to the Funds c/o

ABN AMRO Funds
P.O. Box 9690

Providence, RI 02940

On the World Wide
Web: www.abnamrofunds-usa.com
(The website is a separate document and is not legally a
part of this Prospectus.)

From the SEC:
You can also obtain the Statement of Additional
Information, annual and semi-annual reports and other
information about Funds from the SEC's website
(http://www.sec.gov). You may review and copy documents at
the SEC Public Reference Room in Washington, D.C. (for
information, call 1-202-942-8090). Copies of this
information may also be obtained, after paying a
duplicating fee, by electronic request to the following E-
mail address: [email protected] or by writing the
Commission's Public Reference Section, Washington, D.C.
20549-0102. The ABN AMRO Fund's Investment Company Act
registration number is 811-07244.

Investment Advisor: Distributor:
ABN AMRO Asset Management (USA) Inc. Provident Distributors, Inc.
208 South LaSalle Street
4th Floor 3200 Horizon Drive

Chicago, IL 60604-1003 King of Prussia, PA 19406

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

For more information, please call the ABN AMRO Funds or visit the website:

1-888-838-5132

www.abnamrofunds-usa.com

17
<PAGE>

5/1/00
ABN-F-017-00500
<PAGE>

LOGO

Prospectus -- Institutional Service Shares

May 1, 2000

Institutional Money Market Funds . Institutional Prime Money Market Fund
\\(US)\\

. Institutional Government Money Market
Fund\\(US)\\

. Institutional Treasury Money Market
Fund\\(US)\\

All Funds may not be available in all states.

For more information, please call the ABN AMRO Funds or visit the Funds'
website:

1-888-838-5132

www.abnamrofunds-usa.com
<PAGE>

Contents

<TABLE>
<CAPTION>
The Funds Page
<S> <C>
Introduction 3

Institutional Prime Money Market Fund\\(US)\\ 4

Institutional Government Money Market 6
Fund\\(US)\\

Institutional Treasury Money Market 8
Fund\\(US)\\

Investment Advisor 13
</TABLE>

<TABLE>
<CAPTION>
Account Information Page
<S> <C>
Transaction Policies 13

Distributions and Taxes 14

Investor Services 15

Instructions for Account Transactions 16

For More Information

More information on each Fund can be See Back
Found in the Fund's current Statement of Cover
Additional Information.
</TABLE>

2
<PAGE>

The Funds -

Introduction

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

Your investment in a Fund is not a bank deposit. It is not insured or guaranteed
by the Federal Deposit Insurance Corporation (FDIC) or any government agency.
Although each Fund seeks to preserve the value of your investment at $1.00 per
share, there is no guarantee that it will do so and it is possible to lose money
by investing in a Fund.

Money market funds invest in high quality, short-term debt securities, commonly
known as money market instruments. These generally include CDs, bankers'
acceptances, U.S. Treasury securities, some municipal securities, commercial
paper, and repurchase agreements involving these instruments. Money market funds
follow strict rules about credit risk, maturity and diversification of their
investments.

The Money Market Funds are subject to specific maturity, quality and
diversification requirements that are designed to help the Funds maintain a
stable net asset value. The Money Market Funds invest substantially all of their
assets in securities rated in one of the two highest short-term rating
categories by a nationally recognized statistical rating organization. In
addition, the Money Market Funds may not:

. have a dollar-weighted average portfolio maturity over 90 days;

. buy securities with remaining maturities of over 397 days (except for
certain variable and floating rate instruments and securities
collateralizing repurchase agreements); and

. invest in non-U.S. dollar denominated securities.

3
<PAGE>

INSTITUTIONAL PRIME MONEY MARKET FUND\\(US)\\

(not currently available for purchase)

LOGO

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

LOGO

Principal
Investment
Strategies

The Fund invests substantially all of its assets in high
quality money market instruments issued by corporations, banks
and the U.S. government or its agencies or instrumentalities,
as well as repurchase agreements involving these instruments.
The Fund may also invest in dollar-denominated securities of
foreign issuers.

ABN AMRO Asset Management (USA) Inc., the Advisor, structures
the Fund's portfolio based on its outlook on interest rates,
market conditions, and liquidity needs. The Advisor monitors
the Fund's investments for credit quality changes and may
adjust the average maturity of the Fund in anticipation of
changes in short-term interest rates. Important factors include
an assessment of Federal Reserve policy and an analysis of the
yield curve.

LOGO

Principal Risks
of Investing in
this Fund
. The Fund may not be able to maintain a net asset value of
$1.00 at all times.

. As market and interest rates change and as the proceeds of
short term securities in the Fund's portfolio become
available and are reinvested in securities with different
interest rates, the Fund's yield will fluctuate. A sharp
rise in interest rates could cause the Fund's share price to
drop.

. An issuer may become unable to make timely payments of
principal or interest.

. The credit ratings of issuers could change and affect the
Fund's share price.

. The Fund may be unable to sell the securities underlying a
repurchase agreement on a timely basis if the other party
entering into the repurchase agreement with the Fund
defaults or becomes insolvent.

. Certain U.S. government agency securities are backed by the
right of the issuer to borrow from the U.S. Treasury, or are
supported only by the credit of the issuer or
instrumentality. While the U.S. government provides
financial support to U.S. government-sponsored agencies or
instrumentalities, no assurance can be given that it will
always do so.

4
<PAGE>

. The Fund may invest in dollar denominated securities of
foreign issuers that will subject it to the market and
economic risks of foreign markets. Investments in foreign
securities can be more volatile than investments in U.S.
securities. Diplomatic, political, or economic developments
unique to a country or region, including nationalization or
appropriation, could affect foreign investments.

LOGO
Fees and Expenses -
ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

Investment Advisory Fees .10%
Service Fee .25%
Other Expenses/1/ .13%
Total Annual Fund Operating Expenses .48%

/1/ Since the Fund has not commenced operations as of May 1, 2000, Other
Expenses are based on estimated amounts for the current fiscal year.

EXAMPLE

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

1 Year 3 Years
- ------------------------------- -------
$49 $154

5
<PAGE>

INSTITUTIONAL GOVERNMENT MONEY MARKET FUND\\(US)\\

(not currently available for purchase)

LOGO

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

LOGO

Principal Investment Strategies

The Fund invests 100% of its assets in U.S. government money
market instruments, such as U.S. Treasury obligations and U.S.
government agency securities, and repurchase agreements in
respect of these securities.

The Advisor structures the Fund's portfolio based on its
outlook on interest rates, market conditions, and liquidity
needs. The Advisor monitors the Fund's investments and adjusts
the average maturity of the Fund in anticipation of changes in
short-term interest rates. Important factors include an
assessment of Federal Reserve policy and an analysis of the
yield curve.

LOGO

Principal Risks of Investing in this Fund
. The Fund may not be able to maintain a net asset value of
$1.00 at all times.

. As market and interest rates change and as the proceeds of
short-term securities in the Fund's portfolio become
available and are reinvested in securities with different
interest rates, the Fund's yield will fluctuate. A sharp
rise in interest rates could cause the Fund's share price to
drop.

. A security backed by the full faith and credit of the United
States or the U.S. Treasury is guaranteed only as to the
timely payment of interest and principal when held to
maturity. The guarantee does not extend to the market prices
for such securities, which can fluctuate.

. Certain U.S. government agency securities are backed by the
right of the issuer to borrow from the U.S. Treasury, or are
supported only by the credit of the issuer or
instrumentality. While the U.S. government provides
financial support to U.S. government-sponsored agencies or
instrumentalities, no assurance can be given that it will
always do so.

. The Fund may be unable to sell the securities underlying a
repurchase agreement on a timely basis if the other party
entering into the repurchase agreement with the Fund
defaults or becomes insolvent.

6
<PAGE>

LOGO

Fees and Expenses

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees .10%
Service Fee .25%
Other Expenses/1/ .15%
Total Annual Fund Operating Expenses .50%
</TABLE>

/1/ Since the Fund has not commenced operations as of May 1, 2000, Other
Expenses are based on estimated amounts for the current fiscal year.

EXAMPLE

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

1 Year 3 Years
- ------------------------------- -------
$57 $160

7
<PAGE>

INSTITUTIONAL TREASURY MONEY MARKET FUND\\(US)\\

(not currently available for purchase)

LOGO

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

LOGO

Principal Investment Strategies

The Fund invests substantially all of its assets in U.S.
Treasury money market instruments, repurchase agreements in
respect of these securities, and shares of money market funds
that invest in U.S. Treasury obligations.

The Advisor structures the Fund's portfolio based on its
outlook on interest rates, market conditions, and liquidity
needs. The Advisor adjusts the average maturity of the Fund in
anticipation of changes in short-term interest rates. Important
factors include an assessment of Federal Reserve policy and an
analysis of the yield curve.

LOGO

Principal Risks of Investing in this Fund
. The Fund may not be able to maintain a net asset value of
$1.00 at all times.

. As market and interest rates change and as the proceeds of
short-term securities in the Fund's portfolio become
available and are reinvested in securities with different
interest rates, the Fund's yield will fluctuate. A sharp
rise in interest rates could cause the Fund's share price to
drop.

. A security backed by the full faith and credit of the United
States or U.S. Treasury is guaranteed only as to the timely
payment of interest and principal when held to maturity. The
guarantee does not extend to the market prices for such
securities, which can fluctuate.

. The Fund may be unable to sell the securities underlying a
repurchase agreement on a timely basis if the other party
entering into the repurchase agreement with the Fund
defaults or becomes insolvent.

8
<PAGE>

LOGO

Fees and Expenses

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

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

<TABLE>
<S> <C>
Investment Advisory Fees .10%
Service Fee .25%
Other Expenses/1/ .15%
Total Annual Fund Operating Expenses .50%
</TABLE>

/1/Since the Fund has not commenced operations as of May 1, 2000, other Expenses
are based on estimated amounts for the current fiscal year.

EXAMPLE

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

1 Year 3 Years
- ------------------------------- -------
$57 $160

9
<PAGE>

Performance of Similarly Managed Mutual Funds _

The bar charts and performance tables below reflect the performance of ABN AMRO
Money Market Fund\\(US)\\, Government Money Market Fund\\(US)\\ and Treasury
Money Market Fund\\(US)\\, which are currently managed by the Advisor. These
Money Market Funds have investment goals, policies and strategies substantially
the same as those of the corresponding Funds, and may be useful in evaluating
the Advisor's ability to manage money market funds. The Money Market Funds and
the corresponding funds are subject to the same Investment Company Act and
Internal Revenue Code restrictions.

Each Money Market Fund has two share classes, Common Shares and Investor Shares.
The bar charts and performance tables below reflect the performance of the Money
Market Funds' Common Shares. Common Shares have lower expenses than Investor
Shares. As a result, the performance of Investor Shares historically has been
lower than that of the Common Shares. Common Shares, however, have expenses most
similar to those of the Funds. For that reason, the performance history of the
Common Shares has been presented below, rather than the performance of the
Investor Shares.

Money Market Fund\\(US)\\*_

Average annual total return of the Money Market Fund\\(US)\\ (Common Shares) as
of December 31, 1999.

LOGO

Best Quarter
- --------------------------------------------------------------------------------
1.42%
06/30/95

Worst Quarter
- --------------------------------------------------------------------------------
0.73%
06/30/93

This table compares the Fund's average annual total returns for the periods
ending December 31, 1999, to those of the Money Fund Report Averages/(TM)//Total
Taxable Average**. An average measures the share prices of a specific group of
mutual funds with a particular investment goal. You cannot invest directly in an
average. The Money Fund Report Averages/(TM)//Total Taxable Average is a
composite of mutual funds with investment goals similar to the Fund's goal.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since inception++
------- -------- -------- --------------- -
<S> <C> <C> <C> <C>
Money Fund Report Average/TM/Total Taxable Average 4.64% 4.92% 5.04% 4.52%
Money Market Fund\\(US)\\+ 4.98% 5.24% 5.30% 4.78%
</TABLE>

____________________
* Corresponding fund: Institutional Prime Money Market Fund\\(US)\\.
+ The ratio of expenses to average net assets for the years 1994 through 1999
was 0.41%, 0.41%, 0.43%, 0.32%, 0.33%, 0.32%, respectively.
++ Fund inception (1/4/93). Average inception computed from (12/31/92).
** Money Fund Report Averages/TM/ (formerly, IBC Financial Data)
<PAGE>

Government Money Market Fund\\(US)\\* _

Average annual total return of the Government Money Market Fund\\(US)\\ (Common
Shares) as of December 31, 1999.

LOGO

Best Quarter
- --------------------------------------------------- 1.40%
06/30/95

Worst Quarter
- --------------------------------------------------- 0.71%
06/30/93

This table compares the Fund's average annual total returns for the periods
ending December 31, 1999, to those of the Money Fund Report Averages/(TM)//Total
Government Average**. An average measures the share prices of a specific group
of mutual funds with a particular investment goal. You cannot invest directly in
an average. The Money Fund Report Averages/(TM)//Total Government Average is a
composite of mutual funds with investment goals similar to the Fund's goal.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since inception++
--------- ---------- ---------- ---------------
<S> <C> <C> <C> <C>
Government Money Market Fund\\(US)\\+ 4.87% 5.15% 5.22% 4.71%
Money Fund Report Averages/(TM)//Total Government Average 4.55% 4.85% 4.97% 4.47%
</TABLE>

__________________
* Corresponding fund: Institutional Government Money Market Fund\\(US)\\.
+ The ratio of expenses to average net assets for the years 1994 through 1999
was 0.42%, 0.42%, 0.44%, 0.32%, 0.32%, 0.33% respectively.
++ Fund inception (1/4/93). Average inception computed from (12/31/92).
** Money Fund Report Averages/(TM)/ (formerly, IBC Financial Data)
<PAGE>

Treasury Money Market Fund\\(US)\\*

Average annual total return of the Treasury Money Market Fund\\(US)\\ (Common
Shares) as of December 31, 1999.

LOGO

- ---------------------------------------------------- Best Quarter
1.34%
06/30/95

- ---------------------------------------------------- Worst Quarter
0.62%
06/30/93

This table compares the Fund's average annual total returns for the periods
ending December 31, 1999, to those of the Money Fund Report Averages/(TM)//U.S.
Treasury Average**. An average measures the share prices of a specific group of
mutual funds with a particular investment goal. You cannot invest directly in an
average. The Money Fund Report Averages/(TM)//U.S. Treasury Average is a
composite of mutual funds with investment goals similar to the Fund's goal.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Since inception ++
--------- ---------- ---------- ---------------
<S> <C> <C> <C> <C>
Treasury Money Market Fund\\(US)\\+ 4.63% 4.83% 4.92% 4.39%
Money Fund Report Averages/(TM)//Total Government Average 4.21% 4.55% 4.71% 4.24%
</TABLE>

* Corresponding fund: Institutional Treasury Money Market Fund\\(US)\\.
+ The ratio of expenses to average net assets for the years 1994 through 1999
was 0.45%, 0.44%, 0.44%, 0.33%, 0.36%, respectively.
++ Fund inception (1/4/93). Average inception computed from (12/31/92).
** Money Fund Report Averages/(TM)/ (formerly, IBC Financial Data)
<PAGE>

Investment Advisor _

The Advisor makes investment decisions for the Funds
and reviews, supervises, and administers each Fund's
investment program. The Trustees of the Funds supervise
the Advisor and establish policies that the Advisor
must follow in its day-to-day management activities.

ABN AMRO Asset Management (USA) Inc. (Advisor),
208 South LaSalle Street, Chicago, IL 60604, serves as
Advisor to the Funds. The Advisor was organized in
March 1991 under the laws of the State of Delaware and
is registered with the Securities and Exchange
Commission (SEC) under the Investment Advisers Act of
1940, as amended (Advisers Act). The Advisor manages
assets for individuals and institutions including
corporations, unions, governments, insurance companies,
charitable organizations and investment companies. The
Advisor is an indirect wholly-owned subsidiary of ABN
AMRO Bank N.V. and an affiliate of the Funds'
Administrator. As of December 31, 1999, the Advisor
managed approximately $8.4 billion in assets.

For the fiscal year ended December 31, 1999, the
Funds paid the following in advisory fees: 0.10% for
Institutional Prime Money Market Fund\\(US)\\; 0.10%
for Institutional Government Money Market Fund\\(US)\\;
and 0.10% for Institutional Treasury Money Market
Fund\\(US)\\. As of December 31, 1999, Institutional
Government Money Market Fund\\(US) and Institutional
Treasury Money Market Fund\\(US)\\ had not yet
commenced operations.

The Advisor may, from time to time and at its own
expense, provide cash promotional incentives, in the
form of cash or other compensation, to certain
financial institutions whose representatives have sold
or are expected to sell significant amounts of the
Funds' shares. Some of these financial institutions may
be affiliated with the Advisor. The Advisor also may,
from time to time and at its own expense, pay
significant amounts to third parties, such as brokers,
dealers and other financial institutions, for
distribution assistance or related services. These
institutions may be affiliated with the Advisor.

Karen Van Cleave, Senior Vice President of the
Advisor, serves as portfolio manager of each Fund. Ms.
Van Cleave joined the Advisor in January 1994 as a Vice
President and Portfolio Manager and became a Senior
Vice President in 1997. Prior to 1994, Ms. Van Cleave
was a Vice President and 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.

Transaction Policies _

Fund shares are offered to institutional investors,
acting for themselves or in a fiduciary, advisory,
agency, and custodial or similar capacity. Generally,
each institutional investor must open a single master
account with the Fund. The Funds may 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
institution acts as a fiduciary, or in some other
capacity. Institutions purchasing Institutional Shares
on behalf of their clients 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., Eastern time (ET), on
each business day, excluding major holidays. Currently
the Funds observe the following holidays: New Year's
Day, Martin Luther King, Jr. Day, President's Day, Good
Friday, Memorial Day, Independence Day, Labor Day,
Columbus Day, Veterans Day, Thanksgiving Day and
Christmas Day. An order will be
<PAGE>

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 a Fund maintain a constant price of
$1.00 per share. On occasion, fair value prices may be
determined in good faith using methods approved by the
Board of Trustees.

Orders in proper form placed prior to 5:00 p.m.,
ET, and for which payments are received in or converted
into Federal Funds by 6:00 p.m., ET, and orders which
are confirmed by telephonic confirmation, will become
effective at the price determined at 5:00 p.m., ET, on
that day. Shares thus purchased will receive the
dividend declared on that day. All times are Eastern
Standard time.

Minimum Investment

The minimum initial investment in Institutional Shares
is $1,000,000. There is no minimum subsequent
investment amount for Institutional Shares. In
addition, there is no minimum initial or subsequent
investment minimum for affiliates of the Advisor. A
Fund may waive or lower purchase minimums in other
circumstances.

Selling Shares

Investors may redeem shares at any time, by wire or
telephone. The investor will receive the next NAV
calculated after the Fund's transfer agent or other
authorized agent accepts the investor's order.
Ordinarily, redemption proceeds are sent to investors
within seven days of a redemption request.

Selling recently purchased shares may result in a
delay in receipt of an investor's redemption proceeds
of up to eight business days or until a Fund has
collected payment from the investor.

General Policies

The Funds will not be responsible for any fraudulent
telephone order, provided that they take reasonable
measures to verify the order and the investor did not
decline telephone privileges on the application.

The Funds have the right to:
. change or waive the minimum investment
amounts;
. refuse any purchase or exchange of shares if
it could adversely affect the Fund or its
operations;
. 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); and
. suspend redemptions as permitted by law
(e.g., emergency situations).

Each Fund may also make a "redemption in kind"
under certain circumstances (e.g., if the Advisor
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.

Distributions and Taxes +

Typically, each Fund pays its shareholders dividends
from its net investment income once a month, and
distributes any net capital gains once a year. The
Funds do not expect to distribute capital gains to
shareholders. Dividends and distributions are
reinvested in additional Fund shares unless the
investor instructs the Fund otherwise.

Fund distributions, regardless of whether received
in cash or reinvested in additional shares, may be
subject to federal income tax. An exchange is treated
as a taxable event .

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

Investor Services _

Exchange Privilege

An investor may exchange Institutional Shares of any
Fund for Institutional Shares of any other Fund by
requesting an exchange in writing or by telephone. New
accounts established through an exchange will have the
same privileges as the original account (as long as
they are available). Please read the current Prospectus
for a Fund before exchanging into it.

Account Statements

Every investor receives regular account statements.
Investors will also receive an annual statement that
describes the tax characteristics of any dividends and
distributions the Fund has paid to the investor during
the year.

Shareholder Mailings

To help reduce Fund expenses and environmental waste,
the Funds combine mailings for multiple accounts going
to a single household by delivering Fund financial
reports (annual and semi-annual reports, prospectuses,
etc.) in a single envelope. If you do not want us to
continue consolidating your Fund mailings and would
prefer to receive separate mailings with multiple
copies of Fund reports, please call one of our
Institutional Fund Representatives at 1-888-838-5132.
We will continue to distribute reports to you in
separate mailings.
<PAGE>

Instructions for Account Transactions

To Establish an Account

Please call an Institutional Fund Representative at 1-888-838-5132 before wiring
funds.

By Wire - Transmit your investment to Boston Safe Deposit and Trust with these
instructions:
. ABA #011001234
fund name and DDA#
Boston, Massachusetts
- ABN AMRO Institutional Prime Money Market Fund\\(US)\\
DDA #24-4481
- ABN AMRO Institutional Government Money Market Fund\\(US)\\
DDA #24-4481
- ABN AMRO Institutional Treasury Money Market Fund\\(US)\\
DDA #24-4481
. the Institutional Service Share class
. your Social Security or tax ID number
. account registration
. dealer number, if applicable
. account number

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

To Buy Additional Shares

Please call an Institutional Fund Representative at 1-888-
838-5132 before wiring funds.

By Wire - Transmit your investment to Boston Safe Deposit
and Trust with these instructions:
. ABA #011001234
fund name and DDA#
Boston, Massachusetts
- ABN AMRO Institutional Prime Money Market
Fund\\(US)\\
DDA 24-4481
- ABN AMRO Institutional Government Money Market
Fund\\(US)\\
DDA 24-4481
- ABN AMRO Institutional Treasury Money Market
Fund\\(US)\\
DDA 24-4481
. the Institutional Share class
. your Social Security or tax ID number
. account registration
. dealer number, if applicable

To Sell Shares

Please call an Institutional Fund
Representative at 1-888-838-5132
before redeeming shares.

By Wire - Be sure the Fund has your
bank account information on file.
Proceeds will be wired to your bank.
<PAGE>

To open an account, make subsequent investments, or to sell shares, please
contact your ABN AMRO Institutional Fund Representative or call:

1-888-838-5132

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

Statement of Additional Information

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

Annual and Semi-Annual Reports

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

By Telephone:

Call 1-888-838-5132

By Mail:

Write to the Funds c/o

ABN AMRO Funds
P.O. Box 9690
Providence, RI 02940

On the World Wide Web:

www.abnamrofunds-usa.com
(The website is a separate document and is not legally a part
of this Prospectus.)

From the SEC:

You can also obtain the Statement of Additional Information,
annual and semi-annual reports and other information about
Funds from the SEC's website (http://www.sec.gov). You may
review and copy documents at the SEC Public Reference Room in
Washington, D.C. (for information, call 1-202-942-8090). Copies
of this information may also be obtained, after paying a
duplicating fee, by electronic request to the following E-mail
address: [email protected] or by writing the Commission's
Public Reference Section, Washington, D.C. 20549-0102. The ABN
AMRO Fund's Investment Company Act registration number is 811-
07244.

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

208 South LaSalle Street
4th Floor
Chicago, IL 60604-1003

Distributor:
Provident Distributors, Inc.
3200 Horizon Drive
King of Prussia, PA 19406

For more information, please call the ABN AMRO Funds or visit the Fund's
website:

1-888-838-5132

www.abnamrofunds-usa.com

ABN-F-017-00500
<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 May 1, 2000. 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 Provident Distributors, Inc. (the
"Distributor"), 4400 Computer Drive, Westborough, Massachusetts 01581, or by
calling 1-888-838-5132.

TABLE OF CONTENTS
<TABLE>
<S> <C>
THE TRUST............................................ 2
DESCRIPTION OF PERMITTED INVESTMENTS................. 2
INVESTMENT LIMITATIONS............................... 11
NON-FUNDAMENTAL POLICIES............................. 12
MANAGEMENT OF THE FUND............................... 13
TRUSTEES AND OFFICERS OF THE TRUST................... 13
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.. 17
INVESTMENT ADVISORY AND OTHER SERVICES............... 17
THE ADVISOR.......................................... 17
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
</TABLE>

May 1, 2000

- 1 -
<PAGE>

THE TRUST

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. 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.

Bankers' Acceptances

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.

- 2 -
<PAGE>

Commercial Paper

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.

- 3 -
<PAGE>

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

Investment Company Shares

- 4 -
<PAGE>

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, as amended ("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

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.

Mortgage-Backed Securities

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.

- 5 -
<PAGE>

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.

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.

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.

- 6 -
<PAGE>

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.

- 7 -
<PAGE>

Receipts

Repurchase Agreements

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 U.S. Securities and Exchange Commission
("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

- 8 -
<PAGE>

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

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. Any loan may be terminated by either party upon reasonable notice to
the other party.

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

- 9 -
<PAGE>

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

When-Issued Securities

- 10 -
<PAGE>

Zero Coupon Obligations

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.

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. When a Fund is investing
for temporary, defensive purposes, it is not pursuing its investment goal.

INVESTMENT LIMITATIONS

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.

- 11 -
<PAGE>

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.

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.

- 12 -
<PAGE>

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>
Name, Age and Address Position with Fund Principal Occupation from past 5 years
- -------------------------------------- ------------------------- ----------------------------------------------
<S> <C> <C>
Arnold F. Brookstone (04/08/30) Trustee, Chairman Retired. Executive Vice President, Chief
950 N. Michigan Avenue Financial Officer and Planning Officer of
Chicago, IL 60611 Stone Container Corporation (pulp and paper
business), 1991-1996

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

James Wynsma (04/19/36) Trustee** Chairman, ABN AMRO Asset Management (USA)
1565 River Oaks Drive Inc. since January 2000 and President & CEO
Ada, MI 49301 from May 1999 to December 1999. Vice Chairman
of LaSalle Bank N.A. and head of its Trust
and Asset Management department from 1992
until his retirement in March 2000.

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

- 13 -
<PAGE>

<TABLE>
<CAPTION>
Name, Age and Address Position with Fund Principal Occupation from past 5 years
- -------------------------------------- ------------------------- ----------------------------------------------
<S> <C> <C>
Steven Smith (04/20/53) Senior Vice President** Since 1999, Senior Vice President and
ABN AMRO Asset Management Director of Mutual Funds for ABN AMRO Asset
(USA) Inc. Management (USA) Inc. 1994-1999, Senior Vice
208 S. LaSalle Street President and Director of External
Chicago, IL 60604 Distribution (prior to 1996, Director of
Retail Distribution), BISYS Fund Services.
1990-1994, Senior Vice President and Director
of Institutional Accounts, Selected Financial
Services, Inc., Kemper Corporation.

Craig R. Carberry (07/12/60) Vice President and Since September 1999, Vice President and
ABN AMRO Asset Management Secretary** Counsel of ABN AMRO North America, Inc. Vice
(USA) Inc. President and head of Legal and Compliance of
208 S. LaSalle Street ABN AMRO Bank's Global Asset Management
Chicago, IL 60604 Directorate in Amsterdam from November
1996-September 1999. Joined ABN AMRO North
America, Inc. in 1994 as a Senior Attorney.

Michael T. Castino (08/10/62) Vice President** Since July 1997, Vice President, Fund
ABN AMRO Asset Management Marketing, of ABN AMRO Asset Management (USA)
(USA) Inc. Inc. Assistant Vice President, Rembrandt
208 S. LaSalle Street Product Manager of LaSalle National Bank
Chicago, IL 60604 (formerly, LaSalle National Trust, N.A.),
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,
ABN AMRO Asset Management Director of Compliance of ABN AMRO Asset
(USA) Inc. Management (USA) Inc. Vice President, ABN
208 S. LaSalle Street AMRO Asset Management (USA) Inc. (formerly
Chicago, IL 60604 LaSalle Street Capital Management, Ltd.),
June 1995-March 1998. Assistant Vice
President, LaSalle Street Capital Management,
Ltd. (formerly, Chemical Investment Group),
October 1989-June 1995.

Laurie Lynch (08/03/61) Vice President** Since June 1998, Assistant Vice President and
ABN AMRO Asset Management Communications Manager and from April 1997 to
(USA) Inc. June 1998, Marketing Associate, Fund
208 S. LaSalle Street Marketing, of ABN AMRO Asset Management (USA)
Chicago, IL 60604 Inc. Executive Assistant, LaSalle Street
Capital Management, Ltd., April 1996-April
1997. Municipal Underwriting Assistant,
Fidelity Capital Markets, September
1994-April 1997.
</TABLE>

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

- 14 -
<PAGE>

<TABLE>
<CAPTION>
Name, Age and Address Position with Fund Principal Occupation from past 5 years
- -------------------------------------- ------------------------- ----------------------------------------------
<S> <C> <C>
Marc Peirce (04/06/62) Vice President** Since September 1998, Vice President and
ABN AMRO Asset Management Compliance Officer of ABN AMRO Asset
(USA) Inc. Management (USA) Inc. Compliance Analyst, The
208 S. LaSalle Street Northern Trust Company from August 1996 to
Chicago, IL 60604 September 1998; Tax Analyst, The Northern
Trust Company, September 1991-August 1996.

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

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

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

- 15 -
<PAGE>

For the fiscal year ended December 31, 1999, the Trustees received the following
compensation:

<TABLE>
==================================================================================================================
<CAPTION>
Aggregate Pension or Total Compensation
Compensation Retirement Estimated from Registrant and
From Registrant Benefits Accrued Annual Benefits Fund Complex Paid to
Name of Person, for Fiscal Year as Part of Fund Upon Directors for Fiscal
Position Ended 1999 Expenses Retirement Year Ended 1999
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Arnold F. Brookstone, $27,500 N/A N/A $27,500 for service on
Trustee one board
- ------------------------------------------------------------------------------------------------------------------
William T. Simpson, $27,500 N/A N/A $27,500 for service on
Trustee one board
- ------------------------------------------------------------------------------------------------------------------
Robert Feitler, $27,500 N/A N/A $27,500 for service on
Trustee one board
- ------------------------------------------------------------------------------------------------------------------
Timothy Leach, None N/A N/A None
Trustee/1/
- ------------------------------------------------------------------------------------------------------------------
James Wynsma/2/ None N/A N/A None
==================================================================================================================
</TABLE>
/1/ No Longer serves on the Board.
/2/ Not a Trustee of the Fund during the period ending December 31, 1999.

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.

The Trust, its investment advisor and principal underwriter have each adopted a
Code of Ethics under Rule 17j-1 under the 1940 Act. Each Code of Ethics permits
personnel, subject to the Code of Ethics and their provisions, to invest in
securities, including securities that may be purchased or held by the Trust.
These Codes of Ethics can be reviewed at the SEC's Public Reference Room in
Washington, D.C. (call 1-202-942-8090 for further information). The Codes are
also available on the SEC's Internet site at http://www.sec/gov and copies of
the Codes may be obtained, after paying a duplicating fee, by electronic request
at the following E-mail address: [email protected], or by writing the SEC's
Public Reference Room, Washington, D.C. 20549-0102.

- 16 -
<PAGE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of March 31, 2000, 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.

<TABLE>
<CAPTION>
Percentage of
Name of Owner and Class Ownership
- ----------------------- -------------

INSTITUTIONAL PRIME MONEY MARKET FUND(US)
<S> <C>
LaSalle National Trust N.A. 50.299
Attn: Mutual Funds Operations
P.O. Box 1443
Chicago, IL 60690-1443
INSTITUTIONAL Shares

Scott Technologies Inc. 49.701
Attn: Michael Siedler
One Chagrin Highlands
2000 Auburn Drive, Suite 400
Beachwood, OH 44122
INSTITUTIONAL Shares
</TABLE>

INVESTMENT ADVISORY AND OTHER SERVICES

THE ADVISOR

- 17 -
<PAGE>

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 0.10% 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 a
Fund's investment strategy in response to changing market or economic
conditions.

The Advisor monitors the Institutional Prime Money Market Fund(US)'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).

For the fiscal years ended December 31, 1997, 1998, and 1999, the Funds paid the
following advisory fees:

<TABLE>
<CAPTION>
Net Fees Paid Fees waived
------------- -----------
Fund 1997 1998 1999 1997 1998 1999
======================================================================
<S> <C> <C> <C> <C> <C> <C>
Institutional Prime Money * * $55 * * $0
Market Fund(US)
- ----------------------------------------------------------------------
Institutional Government
Money Market Fund(US) * * * * * *
- ----------------------------------------------------------------------
Institutional Treasury
Money Market Fund(US) * * * * * *
- ----------------------------------------------------------------------
</TABLE>

* Not in operation during the period.

DISTRIBUTION AND SHAREHOLDER SERVICING

Provident Distributors, Inc., (the "Distributor"), 3200 Horizon Drive, King of
Prussia, PA 19406, and the Trust are parties to a distribution agreement (the
"Distribution Agreement") dated December 1, 1999. 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, without penalty, on at least 60 days' written notice, by either
party, or by vote of a majority of the outstanding shares of such Fund. 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.

- 18 -
<PAGE>

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 up to 0.25% 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.

THE ADMINISTRATOR AND SUB-ADMINISTRATOR

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.

PFPC Inc. ("PFPC") 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 Funds;
(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.

- 19 -
<PAGE>

PFPC, a Massachusetts corporation and an indirect majority-owned subsidiary of
PNC Bank Corp., has its principal offices at 249 Fifth Avenue, Pittsburgh,
Pennsylvania 15222-2707. PFPC is a leading provider of funds evaluation
services, trust accounting systems, and brokerage and information services to
financial institutions, institutional investors, and money managers.

For the fiscal years ended December 31, 1997, 1998, and 1999, the Funds paid the
following administrative fees:

<TABLE>
<CAPTION>
=====================================================================================
Net Fees Paid
Fund 1997 1998 1999
=====================================================================================
<S> <C> <C> <C>
Institutional Prime Money Market Fund\\(US)\\ * * $11
- -------------------------------------------------------------------------------------
Institutional Government Money Market Fund\\(US)\\ * * *
- -------------------------------------------------------------------------------------
Institutional Treasury Money Market Fund\\(US)\\ * * *
=====================================================================================
</TABLE>

* Not in operation during the period.

THE TRANSFER AGENT

PFPC (the "Transfer Agent"), serves as the transfer agent and dividend
disbursing agent to the Trust pursuant to a transfer agency agreement (the
"Transfer Agency Agreement") between the Trust and PFPC dated May 11, 1998, as
amended. 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. PFPC provides
transfer agency services to the Trust at PFPC's facility located at 3200 Horizon
Drive, King of Prussia, Pennsylvania 19406-10549.

THE CUSTODIAN

COUNSEL AND AUDITORS

Morgan, Lewis & Bockius LLP serves as counsel to the Trust. Ernst & Young LLP,
200 Clarendon Street, Boston, Massachusetts 02116-5072, serves as the
independent auditors of the Trust.

BROKERAGE ALLOCATION AND OTHER PRACTICES

PORTFOLIO TRANSACTIONS

- 20 -
<PAGE>

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.

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
generally outweigh the possible disadvantages of separate transactions. In
certain instances, however, the Advisor may not aggregate orders based on the
judgment of the investment professional.

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

- 21 -
<PAGE>

As of December 31, 1999, the following Funds owned securities of their regular
brokers or dealers, as defined in Rule 10b-1 under the Investment Company Act of
1940, with the following market values:

<TABLE>
<CAPTION>
Fund Broker Dealer Market Value
---- ------------- ------------
<S> <C> <C>
Institutional Prime Money Market Fund\\(US)\\: Morgan Stanley & Co. $ 1,206,625
</TABLE>

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.

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, the Trust
has elected to be governed by Rule 18f-1 under the 1940 Act pursuant to which
the Trust is obligated to redeem shares solely in cash for any shareholder
during any 90-day period up to the lesser of $250,000 or 1% of the total net
asset value of the Trust at the beginning of such period.

- 22 -
<PAGE>

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.

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 ("NYSE") 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 NYSE, the Advisor, the Administrator and/or the
Custodian are not open for business.

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.

- 23 -
<PAGE>

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.

Provision of Taxpayer Identification Numbers

Federal regulations require that you provide a certified 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

- 24 -
<PAGE>

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

Federal Income Tax

- 25 -
<PAGE>

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 a Regulated Investment
Company ("RIC") 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 gain (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.

Tax Status of Distributions

- 26 -
<PAGE>

State Taxes

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 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.

- 27 -
<PAGE>

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.

- 28 -
<PAGE>

Based on the foregoing, the average annual total return for the Funds from
commencement of operations through December 31, 1999, and for the one, three,
five and ten year periods ended December 31, 1999, were as follows:

<TABLE>
<CAPTION>
==============================================================================================================================
Average Annual Total Return
-----------------------------------
One Five Ten Since
Fund Class Year Year Year Inception
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Institutional Prime Money Market Fund(US) Institutional/1/ 0.05%** * * 0.05%
-------------------------------------------------------------------
Institutional Service * * * *
- ------------------------------------------------------------------------------------------------------------------------------
Institutional Government Money Market Fund(US) Institutional * * * *
-------------------------------------------------------------------
Institutional Service * * * *
- ------------------------------------------------------------------------------------------------------------------------------
Institutional Treasury Money Market Fund(US) Institutional * * * *
Institutional Service * * * *
==============================================================================================================================
</TABLE>

- ------------------
/1/ Commenced operations 12/28/99/
* Not in operation during the period.
** Not annualized.

LIMITATION OF TRUSTEES' LIABILITY

- 29 -
<PAGE>

APPENDIX

Ratings
NRSROs provide ratings for certain instruments in which the Funds may invest.
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

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.

- A-1 -
<PAGE>

Description of Corporate Bond Ratings

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

Bonds which are rated Baa 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.

Debt rated BBB 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 AA by Fitch IBCA are judged by Fitch IBCA 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 IBCA uses plus and minus signs to indicate the relative position
of a credit within the AA rating category. Bonds rated AAA by Fitch IBCA 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

- A-2 -
<PAGE>

foreseeable events. Bonds rated AA by Fitch IBCA 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+.

- A-3 -
<PAGE>

ABN AMRO FUNDS

PART C: OTHER INFORMATION
Post-Effective Amendment No. 21

Item 23. Exhibits

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

a(3) Amendment, dated April 15, 1998, to Registrant's Agreement and
Declaration of Trust is incorporated by reference to Exhibit 1(b) of
Post-Effective Amendment No. 15, filed April 28, 1998.

a(4) Amendment, dated April 27, 1998, to Registrant's Agreement and
Declaration of Trust is incorporated by reference to Exhibit 1(b) of
Post-Effective Amendment No. 16, filed June 30, 1998.

b(1) Registrant's By-Laws are incorporated by reference to Exhibit b(1) of
Post-Effective Amendment No. 15, filed April 28, 1998.

b(2) Amendment to Registrant's By-Laws is incorporated by reference to
Exhibit b(2) of Post-Effective Amendment No. 20, filed December 28,
1999.

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 of Post-Effective Amendment No. 11, filed April
29, 1997.

d(2) Amendment, dated September 16, 1999, 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, is filed herein as Exhibit d(2).

d(3) Contractual Advisory Agreement between Registrant and ABN AMRO Asset
Management (USA) Inc., dated March 30, 1999, is incorporated by
reference to Exhibit h(10) of Post-Effective Amendment No. 18, filed
May 4, 1999.

d(4) Investment Sub-Advisory Agreement between ABN AMRO Asset Management
(USA) Inc. and Mellon Equity Associates, LLP, dated December 1, 1999,
is incorporated by reference to Exhibit d(4) of Post-Effective
Amendment No. 20, filed December 28, 1999.

d(5) Investment Sub-Advisory Agreement between ABN AMRO Asset Management
(USA) Inc. and Delaware Management Company, a series of Delaware
Management Business Trust, dated December 1, 1999, is incorporated by
reference to Exhibit d(5) of Post-Effective Amendment No. 20, filed
December 28, 1999.
<PAGE>

e(1) Distribution Agreement between the Registrant and Provident
Distributors, Inc., dated December 1, 1999, is incorporated by
reference to Exhibit e(1) of Post-Effective Amendment No. 20, filed
December 28, 1999.

f Not applicable.

g(1) Global Custody Agreement between the Registrant and The Chase
Manhattan Bank, dated August 13, 1998, is incorporated by reference to
Exhibit e(1) of Post-Effective Amendment No. 20, filed December 28,
1999.

g(2) Amendment, dated September 16, 1999, to Schedule A to the Global
Custody Agreement, dated August 13, 1998, 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 The Chase Manhattan Bank is filed herein as Exhibit
g(2).

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) of Post-Effective Amendment
No. 16, filed June 30, 1998.

h(2) Amendment, dated March 4, 1999, to the Transfer Agency and Services
Agreement is incorporated herein by reference to Exhibit h(2) of Post-
Effective Amendment No. 20 filed December 28, 1999.

h(3) Amendment to the Transfer Agency and Services Agreement dated December
28, 1999 between the Registrant and PFPC Inc. to be filed by
amendment.

h(4) Administration and Fund Accounting Agreement between the Registrant
and ABN AMRO Fund Services, Inc., dated July 1, 1998, is incorporated
by reference to Exhibit h(8) of Post-Effective Amendment No. 17, filed
March 1, 1999.

h(5) Contractual Administrative Agreement between Registrant and ABN AMRO
Fund Services, Inc. dated March 30, 1999 is incorporated by reference
to Exhibit h(11) of Post-Effective Amendment No. 18, filed May 4,
1999.

h(6) Amendment, dated September 16, 1999, 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. is filed herein as Exhibit h(6).

h(7) Contractual Administration Fee Waivers, dated September 16, 1999,
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., is
filed herein as Exhibit h(7).

h(8) Sub-Administration and Fund Accounting Agreement between First Data
Investor Services Group, Inc. and ABN AMRO Fund Services, Inc., dated
July 1, 1998, is incorporated by reference to Exhibit h(8) of Post-
Effective Amendment No. 17, filed March 1, 1999.

h(9) Amendment, dated September 16, 1999, to Sub-Administration and Fund
Accounting Agreement between First Data Investor Services Group, Inc.
and ABN AMRO Fund Services, Inc., dated July 1, 1998, is incorporated
herein by reference to Exhibit h(10) of Post-Effective Amendment No.
20, filed December 28, 1999.
<PAGE>

h(10) Amendment to the Sub-Administration and Fund Accounting Agreement
dated December 28, 1999 between ABN AMRO Fund Services Inc. and PFPC
Inc. to be filed by amendment.

h(11) Shareholder Service Plan and Shareholder Servicing Agent Agreement for
Investor Shares between the Registrant and Provident Distributors,
Inc., dated December 1, 1999, is incorporated herein by reference to
Exhibit h(12) of Post-Effective Amendment No. 20, filed December 28,
1999.

h(12) Shareholder Service Plan and Shareholder Servicing Agent Agreement for
Institutional Service Shares, of the Institutional Prime Money Market
Fund, Institutional Treasury Money Market Fund and the Institutional
Government Money Market Fund, between the Registrant and Provident
Distributors, Inc., dated December 1, 1999, is incorporated herein by
reference to Exhibit h(13) of Post-Effective Amendment No. 20, filed
December 28, 1999.

h(13) Amended and Restated Distribution Plan, dated December 2, 1999, is
filed herein as Exhibit h(13).

h(14) Code of Ethics is filed herein as Exhibit h(14).

i(1) Opinion of Counsel is filed herein as Exhibit i(1).

j Consent of Independent Auditors, Ernst & Young LLP, is filed herein as
Exhibit j.

k Not applicable.

l(1) Purchase Agreement between the Registrant and First Data Distributors,
Inc. is incorporated by reference to Exhibit 13 of 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
ABN AMRO Asset Management (USA) Inc. is filed herein as Exhibit l(2).

m(1) 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) Amended and Restated Rule 18f-3 Plan, on behalf of the Institutional
Service Class, is incorporated herein by reference to Exhibit n(2) of
Post-Effective Amendment No. 20, filed December 28, 1999.

o(1) Power of Attorney is incorporated by reference to Exhibit o(2) of
Post-Effective Amendment No. 19, filed October 11, 1999.

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.
<PAGE>

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.
<PAGE>

Item 26. Business and Other Connections of Investment Adviser:

<TABLE>
<CAPTION>
Name and Position Name of Connection with
with Investment Advisor Other Company Other Company
- ----------------------- ------------- -------------
<S> <C> <C>
James B. Wynsma ABN AMRO Funds Trustee
Chairman of the Board

Robert Quinn None
Director

Daniel Shannon Total Travel, Inc. Director
Director

Randall C. Hampton LaSalle Bank N.A. Executive Vice President
President, CEO ABN AMRO Funds President, CEO
Director

Jon T. Ender None
Executive Vice President

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

Carla Eyre Women in Pensions Board Member
Group Senior Vice President YWCA Board Member
Chicago Board of Trade Associate Member

William Finley LaSalle Bank N.A. Group Senior Vice President
Group Senior 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

Robert Antognoli LaSalle Bank N.A. Senior Vice President
Senior Vice President

Lawrence J. Brottman None
Senior Vice President

A. Wade Buckles LaSalle Bank N.A. Senior Vice President
Senior Vice President

Jac A. Cerney LaSalle Bank N.A. Senior Vice President
Senior Vice President

Nancy J. Holland None
Senior Vice President

Susan E. Lorsch None
Senior Vice President
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
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

Scott Moore LaSalle Bank N.A. Senior Vice President
Senior Vice President

Jose Santillan LaSalle Bank N.A. Senior Vice President
Senior Vice President

Steven A. Smith ABN AMRO Funds Senior Vice President
Senior Vice President

Daniel Strumphler LaSalle Bank N.A. Senior Vice President
Senior Vice President

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

Peter Williams None
Senior Vice President

Todd Youngberg None
Senior Vice President

Patrick Bauer LaSalle Bank N.A. First Vice President
First Vice President

John Erickson LaSalle Bank N.A. First Vice President
First Vice President

John Finley LaSalle Bank N.A. First Vice President
First Vice President

Steve Haldi LaSalle Bank N.A. First Vice President
First Vice President

Kevin Kehres LaSalle Bank N.A. First Vice President
First Vice President

Chris Kostiuk LaSalle Bank N.A. First Vice President
First Vice President

Simon Reeves LaSalle Bank N.A. First Vice President
First Vice President

Tim Scanlan LaSalle Bank N.A. First Vice President
First Vice President
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C>
Roger Sullivan LaSalle Bank N.A. First Vice President
First Vice President

Edwin Thommes LaSalle Bank N.A. First Vice President
First Vice President

Don Wampach LaSalle Bank N.A. First Vice President
First Vice President

James J. Baudendistel LaSalle Bank N.A. Vice President
Vice President

Richard Benjamin None
Vice President

Michael T. Castino ABN AMRO Funds Vice President
Vice President

Brett M. Detterbeck LaSalle Bank N.A. Vice President
Vice President

Anne Durkin LaSalle Bank N.A. Vice President
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
Services Company Vice President
Lisle Corporation Vice President
</TABLE>
<PAGE>

<TABLE>
<S> <C>
ABN AMRO Services Company, Inc. Vice President
LaSalle Bank National Association Vice President
LaSalle National Bancorp, Inc. Vice President
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 Corporation Vice President
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 President
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
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
</TABLE>
<PAGE>

<TABLE>
<S> <C>
Beckman Hospitality Corp. 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
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
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
</TABLE>
<PAGE>

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. Vice President
Vice President

Frank Germack None
Vice President

Frank J. Haggerty None
Vice President

Ann H. Heffron None
Vice President

Tom Lennox None
Vice President

Phillip P. Mierzwa LaSalle Bank N.A. Vice President
Vice President

Kurt Moeller LaSalle Bank N.A. Vice President
Vice President

Michelle Montgomery None
Vice President

Marc Peirce ABN AMRO Funds Vice President
Vice President

Mary E. Ras LaSalle Bank N.A. Vice President
Vice President

Dexter Tong ABN AMRO Incorporated Senior Vice President
Vice President

Bridget Vogenthaler None
Vice President
<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C>
Ann Weis None
Vice President

Susan M. Wiemeler None
Vice President

Robert Bennett None
Assistant Vice President

Christine Dragon None
Assistant Vice President

Timothy Kelly None
Assistant Vice President

Patrick Lawlor LaSalle Bank N.A. Assistant Vice President
Assistant Vice President

Laurie Lynch ABN AMRO Funds Vice President
Assistant Vice President

Alan Mason None
Assistant Vice President

Patrick O'Hara None
Assistant Vice President

Peter Pages None
Assistant Vice President

Monica Kim Phillips None
Assistant Vice President

Marcia Roth None
Assistant Vice President

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

Wouter van der Veen ABN AMRO Bank N.V. Senior Vice President
Senior Vice President

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

Willem Ploeger ABN AMRO Bank N.V. Vice President
Vice President

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

Loes Pals - de Groot ABN AMRO Bank N.V. Portfolio Manager
Portfolio Manager
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C>
Edward Moolenburgh ABN AMRO Bank N.V. Portfolio Manager
Portfolio Manager

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

Edward Niehoff:F ABN AMRO Bank N.V. Vice President
Vice President

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

Jaap van der Geest ABN AMRO Bank N.V. Vice President
Vice President

Bas Verlaat ABN AMRO Bank N.V. Portfolio Manager
Portfolio Manager

Maarten Bloemen ABN AMRO Bank N.V. Portfolio Manager
Portfolio Manager

Luiz Ribeiro ABN AMRO Bank N.V. Senior Portfolio Manager
Senior Portfolio Manager

Roberto Lampl ABN AMRO Bank N.V. Portfolio Manager
Portfolio Manager

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

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

Katrien Hooijman ABN AMRO Bank N.V. Senior Portfolio Manager
Senior Portfolio Manager

Jan Lamme ABN AMRO Bank N.V. Vice President
Vice President

Gerco Goote ABN AMRO Bank N.V. Vice President
Vice President

Philip Kiewiet de Jonge ABN AMRO Bank N.V. Vice President
Vice President

Henk Rozendaal ABN AMRO Bank N.V. Vice President
Vice President

Anna Simone ABN AMRO Bank N.V. Compliance Officer
Compliance Officer

Pieter Oyens ABN AMRO Bank N.V. Compliance Officer
Compliance Officer
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C>
Franciscus Lucas Kusse ABN AMRO Asset Management (Asia) Ltd. Director
Senior Vice President Senior Vice
President
Asia Pacific CEO
ABN AMRO Asset Management (Japan) Ltd. Director
ABN AMRO Asset Management (Australia) Ltd. Director
PT ABN AMRO Manajemen Investasi Commissioner

Kim Guan Alex Ng ABN AMRO Asset Management (Asia) Ltd. Director
Vice President Vice President
ABN AMRO NSM International Funds
Management B.V. Portfolio Manager
Asia Pacific CIO
ABN AMRO Asset Management (Japan) Ltd. Director
ABN AMRO Asset Management (Singapore) Ltd. Director
PT ABN AMRO Manajemen Investasi Commissioner

Chi Keung Edmond Leung ABN AMRO Asset Management (Asia) Ltd. Vice President
Vice President

Yiu Cheong Lester Poon ABN AMRO Asset Management (Asia) Ltd. Vice President
Vice President

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

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

Shing On Albert Kwan ABN AMRO Asset Management (Asia) Ltd. Vice President
Vice President

Yim Mui Bridget Yu ABN AMRO Asset Management (Asia) Ltd. Vice President
Vice President

Wai Kit Conard Yan ABN AMRO Asset Management (Asia) Ltd. Vice President
Vice President

Ka Lok Carol Wong ABN AMRO Asset Management (Asia) Ltd. Vice President
Vice President

Hau Cho Joe Pun ABN AMRO Asset Management (Asia) Ltd. Vice President
Vice President
</TABLE>

Item 27. Principal Underwriters:

(a) Provident Distributors, Inc. (the "Distributor") serves as the
principal underwriter for the following investment companies:
International Dollar Reserve Fund I, Ltd., Provident Institutional
Funds Trust, Columbia Common Stock Fund, Inc., Columbia Growth Fund,
Inc., Columbia International Stock Fund, Inc., Columbia Special Fund,
Inc., Columbia Small Cap Fund, Inc., Columbia Real Estate Equity Fund,
Inc., Columbia Balanced Fund, Inc., Columbia Daily Income Company,
Columbia U.S. Government Securities Fund, Inc., Columbia Fixed Income
Securities Fund, Inc., Columbia Municipal Bond Fund, Inc., Columbia
High Yield Fund, Inc., Columbia National Municipal Bond Fund, Inc.,
GAMNA Series Funds, Inc., WT Investment Trust, Kalmar
<PAGE>

Pooled Investment Trust, The RBB Fund, Inc., Robertson Stephens
Investment Trust, HT Insight Funds, Inc., Harris Insight Funds Trust,
Hilliard-Lyons Government Fund, Inc., Hilliard-Lyons Growth Fund,
Inc., Hilliard-Lyons Research Trust, Senbanc Fund, Warburg Pincus
Trust, ABN AMRO Funds, Alleghany Funds, BT Insurance Funds Trust,
First Choice Funds Trust, Forward Funds, Inc., IAA Trust Asset
Allocation Fund, Inc., IAA Trust Tax Exempt Bond Fund, Inc., IAA Trust
Taxable Fixed Income Series Fund, Inc., IBJ Funds Trust, Light Index
Funds, Inc., LKCM Funds, Matthews International Funds, MCM Funds,
Metropolitan West Funds, New Covenant Funds, Northern Institutional
Funds, Panorama Trust, Smith Breeden Series Funds, Smith Breeden
Trust, Stratton Growth Fund, Inc., Stratton Monthly Dividend REIT
Shares, Inc., The Stratton Funds, Inc., The Galaxy Fund, The Galaxy
VIP Fund, Galaxy Fund II, The Govett Funds, Inc., Trainer, Wortham
First Mutual Funds, Undiscovered Managers Funds, Wilshire Target
Funds, Inc., Weiss, Peck & Greer Funds Trust, Weiss, Peck & Greer
International Fund, WPG Growth Fund, WPG Growth and Income Fund, WPG
Tudor Fund, RWB/WPG U.S. Large Stock Fund, Tomorrow Funds Retirement
Trust and The BlackRock Funds, Inc.

The BlackRock Funds, Inc. are distributed by BlackRock Distributors,
Inc., a wholly-owned subsidiary of Provident Distributors, Inc.
Northern Funds Trust are distributed by Northern Funds Distributors,
LLC. a wholly-owned subsidiary of Provident Distributors, Inc. The
Offit Investment Fund, Inc. and The Offit Variable Insurance Fund,
Inc. are distributed by Offit Funds Distributor, Inc., a wholly-owned
subsidiary of Provident Distributors, Inc.

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. The Distributor is located at
3200 Horizon Drive, King of Prussia, Pennsylvania 19406.

(b) The information required by this Item 27(b) with respect to each
director, officer, or partner of Provident Distributors, Inc. is
incorporated by reference to Schedule A of Form BD filed by Provident
Distributors, Inc. with the Securities and Exchange Commission
pursuant to the Securities Act of 1934 (File no. 8-46564). No
director, officer, or partner of the Distributor holds a position or
office with the Registrant.

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

PFPC Inc. (formerly First Data Investor Services Group, Inc.)
101 Federal Street
Boston, Massachusetts 02110

PFPC Inc. (formerly First Data Investor Services Group, Inc.)
4400 Computer Drive
Westborough, Massachusetts 01581
<PAGE>

PFPC Inc. (formerly 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 certifies that it
meets all of the requirements for the effectiveness of this Registration
Statement pursuant to Rule 485(b) of the Securities Act of 1933, as amended, and
the Registrant has duly caused this Post-Effective Amendment No. 21 to its
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the
24/th/ day of April, 2000.

ABN AMRO Funds

By: /s/ Randall Hampton
-------------------
Randall Hampton
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 April 24, 2000
- ------------------------
Arnold F. Brookstone

/s/ William T. Simpson Trustee April 24, 2000
- ----------------------
William T. Simpson

/s/ Robert Feitler Trustee April 24,
- ------------------
2000
Robert Feitler

/s/ James Wynsma President and April 24, 2000
- ----------------- Chief Executive Officer
James Wynsma

/s/ Michael C. Kardok Treasurer April 24, 2000
- ---------------------
Michael C. Kardok

/s/ James Wynsma Trustee April 24, 2000
- ----------------
James Wynsma
<PAGE>

LIST OF EXHIBITS

Exhibit Item
- ------- ----

d(2) Amendment to Schedule A to the Investment Advisory Agreement

g(2) Amendment to Schedule A to the Global Custody Agreement

h(3) Amendment to Transfer Agency and Services Agreement
(to be filed by amendment)

h(6) Amendment to the Administration and Fund Accounting Agreement

h(7) Contractual Administration Fee Waivers

h(10) Amendment to Sub-Administration and Fund Accounting Agreement
(to be filed by amendment)

h(13) Amended and Restated Distribution Plan

h(14) Code of Ethics

i(1) Opinion of Counsel

j Consent of Independent Auditors

l(2) Purchase Agreement--Institutional Money Market Funds

<PAGE>

Exhibit d(2)

AMENDMENT DATED SEPTEMBER 16, 1999
TO SCHEDULE A

TO THE INVESTMENT ADVISORY AGREEMENT (THE "AGREEMENT")
DATED DECEMBER 31, 1992

BETWEEN
ABN AMRO ASSET MANAGEMENT (USA) INC.

AND
ABN AMRO FUNDS

Pursuant to the Introduction and Article 3 of the Agreement, Schedule A to the
Agreement is hereby amended to include Institutional Treasury Money Market Fund
(US), Institutional Government Money Market Fund (US) and Institutional Prime
Money Market Fund (US).

ABN AMRO FUNDS
By: /s/ Steven A. Smith
Title: Sr. Vice President

ABN AMRO ASSET MANAGEMENT (USA) INC.
By: /s/ Randall Hampton
Title:

<PAGE>

Exhibit g(2)

AMENDMENT DATED SEPTEMBER 16, 1999
TO SCHEDULE A

TO THE GLOBAL CUSTODY AGREEMENT (THE "AGREEMENT")
DATED AUGUST 13, 1998

BETWEEN

ABN AMRO FUNDS
AND
THE CHASE MANHATTAN BANK

Pursuant to Article 1(b) of the Agreement, the Agreement is hereby amended to
include Institutional Treasury Money Market Fund(US), Institutional Government
Money Market Fund (US) and Institutional Prime Money Market Fund (US) as new
portfolios of the Trust.

ABN AMRO FUNDS
By: /s/ Steven A. Smith
Title: Senior Vice President

THE CHASE MANHATTAN BANK
By: /s/
Title: Vice President

<PAGE>

Exhibit h(6)

AMENDMENT DATED SEPTEMBER 16, 1999
TO SCHEDULE A

TO THE ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
(THE "AGREEMENT")
DATED JULY 1, 1998

BETWEEN
ABN AMRO FUND SERVICES, INC.
AND
ABN AMRO FUNDS

Pursuant to the Introduction and Paragraph 8 of the Agreement, Schedule A to the
Agreement is hereby amended to include Institutional Treasury Money Market Fund
(US), Institutional Government Money Market Fund(US) and Institutional Prime
Money Market Fund(US).

Schedule B to the Agreement is hereby amended as follows with respect to the
Institutional Treasury Money Market Fund (US), Institutional Government Money
Market Fund(US) and Institutional Prime Money Market Fund(US):

. Fund Administration Fee: 0.05% of average net assets

ABN AMRO FUNDS
By: /s/ Steven A. Smith
Title: Sr. Vice President

ABN AMRO FUND SERVICES, INC.
By: /s/ Randall Hampton
Title:

<PAGE>

Exhibit h(7)

CONTRACTUAL ADMINISTRATION FEE WAIVERS

AGREEMENT made this 16th day of September, 1999, by and between the ABN AMRO
Funds, a Massachusetts business trust (the "Trust"), and ABN AMRO Fund Services,
Inc. (the "Administrator").

The Administrator hereby agrees to waive .03% of its fees for each of the
following funds through April, 2000:

Institutional Treasury Money Market Fund(US)
Institutional Government Money Market Fund(US)
Institutional Prime Money Market Fund(US)

This Agreement shall be renewable for additional one year periods, beginning May
1, 2000, upon the written agreement of the parties hereto.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the day and year first written above.

ABN AMRO FUNDS ABN AMRO Fund Services, Inc.
By:/s/Steven Smith By:/s/Randall Hampton

<PAGE>

Exhibit h(13)

ABN AMRO FUNDS

AMENDED AND RESTATED
DISTRIBUTION PLAN
Investor Class

WHEREAS, ABN AMRO Funds (the "Trust") is engaged in business as an open-end
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and

WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that the following Amended and Restated Distribution Plan
will benefit the Trust and the owners of units of beneficial interest (the
"Shareholders") in the Trust;

NOW, THEREFORE, the Trustees of the trust hereby adopt this Amended and
Restated Distribution Plan pursuant to Rule 12b-1 under the 1940 Act.

Section 1. The Trust has adopted this Investor Class Distribution Plan
----------
(the "Plan") to enable the Trust to directly or indirectly bear expenses
relating to (i) the distribution of Investor Class securities of which the Trust
is the issuer and (ii) the servicing of accounts of holders of Investor Class
securities.

Section 2. The Trust may incur expenses for the items stipulated in
----------
Section 3 of this Plan. All expenditures pursuant to the Plan shall be made
only pursuant to authorization by the President, any Vice President or the
Treasurer of the Trust. If there should be more than one series of Trust shares,
expenses incurred pursuant to this Plan shall be allocated among the several
series of the Trust on the basis of their relative net asset values, unless
otherwise determined by a majority of the Qualified Trustees.

In addition, the Trust will pay the Distributor a fee of up to 0.25% of the
Investor Class Portfolios' average daily net assets. Compensation of
broker/dealers and service providers which provide specified services shall be
made by the Distributor from such fees. The actual fee paid will be negotiated
based on the extent and quality of services provided.

Section 3. Expenses permitted pursuant to this Plan shall include, and be
----------
limited to, the following:

(a) the incremental printing costs incurred in producing for and
distributing to persons other than current Shareholders of the
Trust the reports, prospectuses, notices and similar materials
that are prepared by the Trust for current Shareholders;

(b) advertising;

(c) the costs of preparing, printing and distributing any
literature used in connection with the offering of the Trust's
Shares and not covered by Section 3(a) of this Plan;
<PAGE>

(d) expenses incurred in connection with the promotion and
sale of the Trust's Shares including, without limitation,
travel and communication expenses and expenses for the
compensation of and benefits for sales personnel; and

(e) compensation paid to underwriters, dealers, brokers, banks
and other servicing entities and servicing personnel or any of
them for providing services to Investor Class shareholders of
the Trust relating to their investment in the Trust,
including, but not limited to, maintaining accounts relating
to clients that invest in Shares; arranging for bank wires;
providing information and assistance in connection with
inquiries relating to shareholder accounts; forwarding
shareholder communications from the Trust; processing
purchases, exchange and redemption requests from clients and
placing such orders with the Trust or its service providers;
assisting clients in changing dividend options, account
designations, and addresses; providing sub-accounting with
respect to Shares beneficially owned by clients; and
processing dividend payments from the Trust on behalf of
clients.

Section 4. This Plan has been approved by (a) a vote of at least a
----------
majority of the outstanding voting securities of the Trust; and (b) together
with any related agreements by votes of the majority of both (i) the Trustees of
the Trust and (ii) the Qualified Trustees, cast in person at a Board of Trustees
meeting called for the purpose of voting on this Plan of such agreement.

Section 5. This Plan shall continue in effect for a period of more than
----------
one year after it takes effect only for so long as such continuance is
specifically approved at least annually in the manner provided in Part (b) of
Section 4 herein for the approval of this Plan.

Section 6. Any person authorized to direct the disposition of monies paid
----------
or payable by the Trust pursuant to this Plan or any related agreement shall
provide to the Trustees of the Trust, at least quarterly, a written report of
the amounts so expended and the purposes for which such expenditures were made.

Section 7. This Plan may be terminated at any time by the vote of a
----------
majority of the Qualified Trustees or by vote of a majority of the Trust's
outstanding voting securities.

Section 8. All agreements with any person relating to implementation of
----------
this Plan shall be in writing, and any agreement related to this Plan shall
provide (a) that such agreement may be terminated at any time, without payment
of any penalty, by the vote of a majority of the Qualified Trustees or by the
vote of Shareholders holding a majority of the Trust's outstanding voting
securities, on not more than 60 days written notice to any other party to the
agreement; and (b) that such agreement shall terminate automatically in the
event of its assignment.

Section 9. This Plan may not be amended to increase materially the amount
----------
of distribution expenses permitted pursuant to Section 2 hereof without the
approval of Shareholders holding a majority of the outstanding voting securities
of the Trust, and all material amendments to this Plan shall be approved in the
manner provided in Part (b) of Section 4 herein for the approval of this Plan.

Section 10. As used in this Plan, (a) the term "Qualified Trustees" shall
-----------
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in
<PAGE>

the operation of this Plan or any agreements related to it, and (b) the terms
"assignment" and "interested person" shall have the respective meanings
specified in the 1940 Act and the rules and regulations thereunder, subject to
such exemptions as may be granted by the Securities and Exchange Commission.

Section 11. While this Plan is in effect, the selection and nomination of
-----------
those Trustees who are not interested persons of the Trust within the meaning of
Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the
Trustees then in office who are not interested persons of the Trust.

Section 12. This Plan shall not obligate the Trust or any other party to
-----------
enter into an agreement with any particular person.

Adopted: December 10, 1992
Amended and Restated: December 2, 1999

<PAGE>

Exhibit h(14)

ABN AMRO FUNDS
CODE OF ETHICS
Adopted Under Rule 17j-1

ABN AMRO Funds (the "Trust") is confident that its officers, trustees
and employees act with integrity and good faith. The Trust recognizes, however,
that personal interests may conflict with the Trust's interests where officers,
trustees or employees:

. Know about present or future portfolio transactions, or

. Have the power to influence portfolio transactions; and

. Engage in personal transactions in securities.

In an effort to prevent these conflicts and in accordance with Rule
17j-1(b)(1) under the Investment Company Act of 1940 (the "1940 Act"), the Trust
has adopted this Code of Ethics (the "Code") to prohibit transactions that
create, may create, or appear to create conflicts of interest, and to establish
reporting requirements and enforcement procedures.

I. About this Code of Ethics.

This Code sets forth in the attached sections specific prohibitions on
securities transactions and reporting requirements that apply to Trust officers
and trustees. The prohibitions and requirements that apply to each person
covered by this Code are included under Sections III (General Principles) and IV
(Required Course of Conduct). For your specific reporting requirements, please
refer to Parts A-D, as indicated below. Definitions of underlined terms are
----------
included in Appendix A.

. Independent trustees Part A
-----------
. Interested trustees Part B
----------
. Trust officers Part C
. Natural control persons Part D
-------

The remainder of this Code sets forth the Trust's review, enforcement
and recordkeeping responsibilities (Sections V and VI), obligations of the
Trust's investment adviser(s), administrator(s) and distributor (Section VII),
and miscellaneous information (Section VIII).

II. Who is covered by the Code of Ethics?

. All Trust officers;
. All trustees, both interested and independent; and
---------- -----------
. Natural persons in a control relationship with the Trust who
-------
obtain information concerning recommendations made to a
portfolio of the Trust (a "Fund") about the purchase or sale
----------------
of a security.
--------

III. Statement of General Principles.

In recognition of the trust and confidence placed in the Trust by its
shareholders, and because the Trust believes that its operations should benefit
its shareholders, the Trust has adopted the following general principles to
guide its trustees and officers.

(1) Our shareholders' interests are paramount. You must place
shareholder interests before your own.
<PAGE>

(2) You must accomplish all personal securities transactions in a
manner that avoids even the appearance of a conflict of your
personal interests with those of the Trust and its shareholders.

(3) You must avoid actions or activities that allow (or appear to
allow) you or your family to profit or benefit from your position
with the Trust, or that bring into question your independence or
judgment.

IV. Required Course of Conduct.

(1) Prohibition Against Fraud, Deceit and Manipulation.

You cannot, in connection with the purchase or sale, directly or
----------------
indirectly, of a security held or to be acquired by any Fund:
-------------------------------

(A) employ any device, scheme or artifice to defraud any Fund;

(B) make to a Fund any untrue statement of a material fact or
omit to state to a Fund a material fact necessary in order
to make the statements made, in light of the circumstances
under which they are made, not misleading;

(D) engage in any manipulative practice with respect to any
Fund.

(2) Limits on Accepting or Receiving Gifts.

You cannot accept or receive any gift of more than de minimis
value from any person or entity that does business with or on
behalf of the Trust.

(3) Reporting Requirements.

Each quarter you must report transactions in securities that you
----------
beneficially own. These reports must be submitted no later than
------------ ---
10 days after the end of the quarter. You also may be required to
report your securities holdings annually. See Part A, B, C or D,
as appropriate, for your specific reporting requirements.

V. Review and Enforcement of the Trust's Code.

(1) Appointment of a Review Officer.

A review officer (the "Review Officer") will be appointed by the
Trust's President to perform the duties described below.

(2) The Review Officer's Duties and Responsibilities.

(A) The Review Officer will identify each person who is covered
by this Code, as well as each person who is required to report
personal securities transactions. The Review Officer will
promptly inform each person of his or her status and reporting
requirements.

(B) The Review Officer will, on a quarterly basis, compare all
reported personal securities transactions with the Fund's
completed portfolio transactions by the Trust's adviser(s) to
determine whether a Code violation may have occurred. In
addition, the
<PAGE>

Review Officer will forward a copy of all reported personal
securities transactions, after redacting the reporting person's
name, to the Trust's adviser(s). The adviser(s) will compare all
reported personal securities transactions with securities that
----------
were considered for purchase or sale by a Fund during the quarter
--------------- --------------------
covered by the reports, otherwise review the personal securities
transactions to determine whether a Code violation may have
occurred, and promptly report its findings to the Review Officer.
Before determining that a person has violated the Code, the
Review Officer must give the person an opportunity to supply
explanatory material.

(C) If the Review Officer determines that a Code violation may
have occurred, the Review Officer must submit the determination,
together with the confidential quarterly report and any
explanatory material provided by the person, to the President and
fund counsel. The President and fund counsel will independently
determine whether the person violated the Code.

(D) No person is required to participate in a determination of
whether he or she has committed a Code violation or of the
imposition of any sanction against himself or herself. If a
securities transaction of the President is under consideration, a
Vice President will act for the President for purposes of this
Section V.

(3) Sanctions.

If the President and fund counsel find that the person violated
the Code, the President will impose upon the person any sanctions
that the President deems appropriate and will report the
violation and any imposed sanctions to the Board of Trustees at
the next regularly scheduled board meeting unless, in the sole
discretion of the President, circumstances warrant an earlier
report.

VI. Recordkeeping.

The Trust will maintain records as set forth below. These records will
be maintained in accordance with Rule 31a-2 under the 1940 Act and will be
available for examination by representatives of the Securities and Exchange
Commission.

(1) A copy of this Code and any other code which is, or at any time
within the past five years has been, in effect will be preserved
in an easily accessible place;

(2) A list of all persons who are, or within the past five years have
been, required to submit reports under this Code will be
maintained in an easily accessible place.

(3) A copy of each report made by an officer or trustee under this
Code will be preserved for a period of not less than five years
from the end of the fiscal year in which it is made, the first
two years in an easily accessible place; and

(4) A record of any Code violation and of any sanctions taken will be
preserved in an easily accessible place for a period of not less
than five years following the end of the fiscal year in which the
violation occurred.
<PAGE>

VII. An Investment Adviser's, Administrator's or Distributor's Code of
Ethics.

Each investment adviser to (including any sub-adviser), administrator
of (including any sub-administrator) or manager for (where applicable), and the
distributor of shares of the Trust must:

(1) Submit to the Board of Trustees of the Trust a copy of its code
of ethics, which has been adopted pursuant to Rule 17j-1 if
required by the rule to be so adopted. Each adviser's and
distributor's code of ethics must comply with the recommendations
of the Investment Company Institute's Advisory Group on Personal
Investing or be accompanied by a written statement explaining any
differences and the reasons for the differences. An
administrator's code of ethics must be accompanied by a written
statement generally describing the code, the potential conflicts
of interest that may arise from its role as administrator, the
manner in which the code seeks to prevent such conflicts of
interest, and the procedures that are reasonably designed to
detect and prevent violations of the code;

(2) Promptly report to the Trust in writing any material amendments
to its code of ethics;

(3) Promptly furnish to the Trust, upon request, copies of any
reports made under its code of ethics by any person who is also
covered by the Trust's Code under Section II above;

(4) Immediately furnish to the Review Officer, without request, all
pertinent information regarding any material violation of its
code of ethics; and

(5) Annually furnish to the Trust, without request, all pertinent
information regarding any violations of its code of ethics by any
person who is also covered by the Trust's Code under Section II
above.

VIII. Miscellaneous.

(1) Confidentiality. All personal securities transactions reports
---------------
and any other information filed with the Trust under this Code
will be treated as confidential.

(2) Interpretation of Provisions. The Board of Trustees may from
----------------------------
time to time adopt such interpretations of this Code as it deems
appropriate.

(3) Periodic Review and Reporting. The President of the Trust will
-----------------------------
report to the Board of Trustees at least annually as to the
operation of this Code and will address in any such report the
need (if any) for further changes or modifications to this Code.

Adopted: December 10, 1992
Revised: September 24, 1997
March 11, 1998
June 15, 1999
<PAGE>

PART A
Independent Trustees

(1) Required Transaction Reports.

(A) You must report transactions in securities on a quarterly
----------
basis. You must submit your report to the Review Officer no
later than 10 days after the end of the calendar quarter in
which the transaction to which the report relates was
effected. A Quarterly Personal Securities Transactions
Report is included as Appendix B. If you had no reportable
transactions during the quarter, you are still required to
submit a report. Please note on your report that you had no
reportable transactions during the quarter, and return it,
signed and dated.

(B) Particular trades are required to be reported only if you
knew at the time of the transaction or, in the ordinary
course of fulfilling your official duties as a trustee,
should have known, that during the 15-day period immediately
preceding or following the date of your transaction, the
same security was purchased or sold, or was being considered
-------- ----------------- ----------------
for purchase or sale, by a Fund.
--------------------

Note: The "should have known" standard does not:
----

. imply a duty of inquiry;

. presume you should have deduced or extrapolated from
discussions or memoranda dealing with a Fund's
investment strategies; or

. impute knowledge from your prior knowledge of a Fund's
portfolio holdings, market considerations, or
investment policies, objectives and restrictions.

(2) What Securities are Covered Under Your Quarterly Reporting
Requirement?

If the transaction is reportable because it comes within
paragraph (1), above, you must report all transactions in
securities that: (i) you directly or indirectly beneficially own
---------- ------------ ---
or (ii) because of the transaction, you acquire direct or
indirect beneficial ownership.
--------------------

(3) What Securities and Transactions May Be Excluded from Your Report?

You are not required to detail or list the following securities
or transactions on your quarterly report:

(A) Securities issued by the U.S. Government or its agencies,
bankers' acceptances, bank certificates of deposit,
commercial paper or registered, open-end mutual funds.

(B) Purchases or sales effected for any account over which you
------------------
have no direct or indirect influence or control.
-------

(C) Purchases you made solely with the dividend proceeds
received in a dividend reinvestment plan or that are part of
an automatic payroll deduction plan, where you purchase
securities issued by your employer.
----------

(D) Purchases arising from the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities,
--- ----
as long as you acquired these rights from the issuer, and
sales of such rights so acquired.
<PAGE>

You may include a statement in your report that the report shall not
be construed as your admission that you have any direct or indirect
beneficial ownership in the security or securities included in the
-------------------- -------- ----------
report.
<PAGE>

PART B
Interested Trustees

(1) Providing a List of Securities.

You must provide the Review Officer with a complete listing of all
securities you beneficially own as of December 31, 1998. Each
------------ ---
following year, you must submit a revised list to the Review Officer
showing the securities you beneficially own as of December 31st. You
---------- ------------ ---
must submit the initial listing within 10 days of the date you first
become a trustee, and each update no later than 30 days after the
start of the year.

You are not required to provide this list of securities if:

. you are required to provide this information under a code of
ethics described in Section VII of the Trust's Code, OR

. you are not currently affiliated with or employed by the Trust's
investment adviser(s) or distributor.

(2) Required Transaction Reports.

You must report transactions in securities on a quarterly basis. You
----------
must submit your report to the Review Officer no later than 10 days
after the end of the calendar quarter in which the transaction to
which the report relates was effected. A Quarterly Personal
Securities Transactions Report is included as Appendix B.

If you had no reportable transactions during the quarter, you are
still required to submit a report. Please note on your report that
you had no reportable transactions during the quarter, and return it,
signed and dated.

(3) What If You are Required to File Reports Under Another Code?

You are not required to report your transactions on a quarterly basis
under this Code if you are required to file such reports under a code
of ethics for an entity described in Section VII of the Code that has
a relationship in that capacity with the Trust.

(4) What Securities are Covered Under Your Quarterly Reporting Requirements?

You must report all transactions in securities that: (i) you directly
----------
or indirectly beneficially own or (ii) because of the transaction, you
------------ ---
acquire direct or indirect beneficial ownership.
--------------------

(5) What Securities and Transactions May Be Excluded from Your Report?

You are not required to detail or list the following securities or
transactions on your report:

(A) Securities issued by the U.S. Government or its agencies,
bankers' acceptances, bank certificates of deposit, commercial
paper or registered, open-end mutual funds.

(B) Purchases or sales effected for any account over which you have
------------------
no direct or indirect influence or control.
-------
<PAGE>

(C) Purchases you made solely with the dividend proceeds received in
a dividend reinvestment plan or that are part of an automatic
payroll deduction plan, where you purchase securities issued by
----------
your employer.

(D) Purchases arising from the exercise of rights issued by an issuer
pro rata to all holders of a class of its securities, as long as
--- ----
you acquired these rights from the issuer, and sales of such
rights so acquired.

You may include a statement in your report that the report shall not
be construed as your admission that you have any direct or indirect
beneficial ownership in the security included in the report.
-------------------- --------
<PAGE>

PART C
Trust Officers

I. General Obligations.

(1) Providing a List of Securities.

You must provide the Review Officer with a complete listing of
all securities you beneficially own as of December 31, 1998. Each
------------ ---
following year, you must submit a revised list to the Review
Officer showing the securities you beneficially own as of
---------- ------------ ---
December 31st. You must submit the initial listing within 10 days
of the date you first become an officer, and each update no later
than 30 days after the start of the year.

You are not required to provide this list of securities if:

. you are required to provide this information under a code of
ethics described in Section VII of the Trust's Code, OR

. you are not currently affiliated with or employed by the
Trust's investment adviser(s) or employed by the Trust's
distributor.

(2) Required Transaction Reports.

You must report transactions in securities on a quarterly basis.
----------
You must submit your report to the Review Officer no later than
10 days after the end of the calendar quarter in which the
transaction to which the report relates was effected. A Quarterly
Personal Securities Transactions Report is included as Appendix
B.

If you had no reportable transactions during the quarter, you are
still required to submit a report. Please note on your report
that you had no reportable transactions during the quarter, and
return it, signed and dated.

The Review Officer will submit quarterly reports with respect to
his or her own personal securities transactions to an officer
designated to receive his or her reports (the "Alternate Review
Officer"), who will act in all respects in the manner prescribed
herein for the Review Officer.

(3) What If You are Required to File Reports Under Another Code?

You are not required to report your transactions on a quarterly
basis under this Code if you are required to file such reports
under a code of ethics for an entity described in Section VII of
the Code that has a relationship in that capacity with the Trust.

(4) What Securities are Covered Under Your Quarterly Reporting Requirement?

You must report all transactions in securities that: (i) you
----------
directly or indirectly beneficially own or (ii) because of the
------------ ---
transaction, you acquire direct or indirect beneficial ownership.
---------- ---------

(5) What Securities and Transactions May Be Excluded from Your Report?

You are not required to detail or list the following securities
----------
or transactions on your report.

(A) Securities issued by the U.S. Government or its agencies,
bankers' acceptances, bank certificates of deposit,
commercial paper or registered, open-end mutual funds.
<PAGE>

(B) Purchases or sales effected for any account over which you
------------------
have no direct or indirect influence or control.
-------

You may include a statement in your report that the report shall
not be construed as your admission that you have any direct or
indirect beneficial ownership in the security included in the
-------------------- --------
report.

II. Special Purpose Investment Personnel.

(1) Who is a Special Purpose Investment Person?

You are a "Special Purpose Investment Person" if you are an
officer of the Trust and you are not covered by a code of ethics
described in Section VII. Special Purpose Investment Persons
("SPIPs") are subject to the prohibitions below if, while
performing your regular functions in connection with the Trust or
any Fund (including, where appropriate, attending Board meetings
and other meetings where official Trust business is discussed or
carried on), you obtain information regarding the purchase or
-----------
sale of a security by a Fund. You will occupy the status of a
------------------
Special Purpose Investment Person only with respect to those
securities about which you obtain purchase or sale information
----------
while performing your regular Trust functions (for convenience,
these securities are called SP securities). NOTE: SPIPs are
subject to paragraphs (2) and (3) below in addition to the
quarterly reporting requirements described in Section I above to
the extent required by that section.

(2) Seven-Day Blackout Period on Personal Securities Transactions.

You cannot purchase or sell, directly or indirectly, any SP
----------------
security in which you had (or by reason of such transaction
--------
acquire) any beneficial ownership at any time within seven
--------------------
calendar days before or after the time that the same (or a
related) security is being purchased or sold by any Fund.
-----------------------------------

(3) Sixty-Day Prohibition on Selling Securities.

You cannot sell a SP security within 60 days of acquiring that
--------
security.
--------

(4) Notification to Review Officer.

Each time you occupy the status of a SPIP with respect to a SP
security, you must promptly notify the Review Officer.
--------
<PAGE>

PART D
Natural Control Persons

(1) Providing a List of Securities.

You must provide the Review Officer with a complete listing of
all securities you beneficially own as of December 31, 1998. Each
------------ ---
following year, you must submit a revised list to the Review
Officer showing the securities you beneficially own as of
---------- ------------ ---
December 31st. You must submit the initial listing within 10 days
of the date you first become a natural control person, and each
-------
update no later than 30 days after the start of the year.

You are not required to provide this list of securities if:

. you are required to provide this information under a code of
ethics described in Section VII of the Trust's Code, OR

. you are not currently affiliated with or employed by the
Trust's investment adviser(s) or distributor.

(2) Required Transaction Reports.

If you had no reportable transactions during the quarter, you are
still required to submit a report. Please note on your report
that you had no reportable transactions during the quarter, and
return it, signed and dated.

(3) What If You are Required to File Reports Under Another Code?

You are not required to report your transactions on a quarterly
basis under this Code if you are required to file such reports
under a code of ethics for an entity described in Section VII of
the Code that has a relationship in that capacity with the Trust.

(4) What Securities are Covered Under Your Quarterly Reporting Requirements?

(5) What Securities and Transactions May Be Excluded from Your Report?

You are not required to detail or list the following securities
or transactions on your report:

(A) Securities issued by the U.S. Government or its agencies,
bankers' acceptances, bank certificates of deposit,
commercial paper or registered, open-end mutual funds.

(B) Purchases or sales effected for any account over which you
------------------
have no direct or indirect influence or control.
-------
<PAGE>

You may include a statement in your report that the report shall
not be construed as your admission that you have any direct or
indirect beneficial ownership in the security included in the
---------- --------- --------
report.
<PAGE>

APPENDIX A
Definitions

Beneficial ownership means the same as under Section 16 of the Securities
- --------------------
Exchange Act of 1934. You should generally consider yourself the beneficial
owner of any securities in which you have a direct or indirect pecuniary
interest. In addition, you should consider yourself the beneficial owner of
securities held by your spouse, your minor children, a relative who shares your
home, or other persons by reason of any contract, arrangement, understanding or
relationship that provides you with sole or shared voting or investment power.

Control means the same as that under in Section 2(a)(9) of the 1940 Act.
- -------
Section 2(a)(9) provides that "control" means the power to exercise a
controlling influence over the management or policies of a company, unless such
power is solely the result of an official position with such company. Ownership
of 25% or more of a company's outstanding voting security is presumed to give
the holder thereof control over the company. This presumption may be countered
by the facts and circumstances of a given situation.

Independent trustee means a trustee of the Trust who is not an "interested
- -------------------
person" of the Trust within the meaning of Section 2(a)(19) of the 1940 Act.

Interested trustee means a trustee of the Trust who is an "interested person" of
- ------------------
the Trust within the meaning of Section 2(a)(19) of the 1940 Act.

Purchase or sale of a security includes, among other things, the writing of an
- ------------------------------
option to purchase or sell a security.
--------

Security means the same as that set forth in Section 2(a)(36) of the 1940 Act,
- --------
except that it does not include securities issued by the U.S. Government or its
agencies, bankers' acceptances, bank certificates of deposit, commercial paper
or registered, open-end mutual funds.

A security held or to be acquired by a Fund means any security which, within the
------------------------------- --------
most recent 15 days, (i) is or has been held by the Fund, or (ii) is being or
has been considered by the Fund's adviser or sub-adviser for purchase by the
Fund.

A security is being purchased or sold by a Fund from the time a purchase or sale
-------- -----------------------
program has been communicated to the person who places buy and sell orders for
the Fund until the program has been fully completed or terminated.

A security is being considered for purchase or sale by a Fund when a security is
-------- -------------------------------------
identified as such by an adviser to the Fund.
<PAGE>

APPENDIX B
Quarterly Personal Securities Transactions Report

Name of Reporting Person: _____________________
Calendar Quarter Ended: _______________________

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Name of Date of Title of No. of Shares/ Type of Name of Broker, Dealer or
Issuer Transaction Security Principal Amount Transaction Price Bank Effecting Transaction
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

If you had no reportable transactions during the quarter, please check here.

If you disclaim beneficial ownership of one or more securities reported above,
please describe below and indicate which securities are at issue. _____________
________________________________________________________________________________
________________________________________________________________________________

_____________________________ _____________
Signature Date

<PAGE>

Morgan, Lewis & Bockius LLP
1800 M Street, N.W.
Washington, DC 20036

April 19, 2000

ABN AMRO Funds
101 Federal Street
Boston, Massachusetts 02110

Re: Opinion of Counsel regarding Post-Effective Amendment No. 21 to the
-------------------------------------------------------------------
Registration Statement filed on Form N-1A under the Securities Act of 1933
--------------------------------------------------------------------------
(File No. 33-52784).
--------------------

Ladies and Gentlemen:

We have acted as counsel to ABN AMRO Funds, a Massachusetts business trust (the
"Trust"), in connection with the above-referenced Registration Statement (as
amended, the "Registration Statement") which relates to the Trust's units of
beneficial interest, without par value (collectively, the "Shares"). This
opinion is being delivered to you in connection with the Trust's filing of Post-
Effective Amendment No. 21 to the Registration Statement (the "Amendment") to be
filed with the Securities and Exchange Commission pursuant to Rule 485(b) of the
Securities Act of 1933 (the "1933 Act"). With your permission, all assumptions
and statements of reliance herein have been made without any independent
investigation or verification on our part except to the extent otherwise
expressly stated, and we express no opinion with respect to the subject matter
or accuracy of such assumptions or items relied upon.

In connection with this opinion, we have reviewed, among other things, executed
copies of the following documents:

(a) a certificate of the Commonwealth of Massachusetts as to the existence
and good standing of the Trust;

(b) the Agreement and Declaration of Trust for the Trust and all
amendments and supplements thereto (the "Declaration of Trust");

(c) a certificate executed by Mary Moran Zeven, Assistant Secretary of the
Trust, certifying as to, and attaching copies of, the Trust's
Declaration of Trust and Amended and By-Laws (the "By-Laws"), and all
amendments and
<PAGE>

ABN AMRO Funds
April 19, 2000
Page 2

supplements thereto, and certain resolutions adopted by the Board of
Trustees of the Trust authorizing the issuance of the Shares; and

(d) a printer's proof of the Amendment.

In our capacity as counsel to the Trust, we have examined the originals, or
certified, conformed or reproduced copies, of all records, agreements,
instruments and documents as we have deemed relevant or necessary as the basis
for the opinion hereinafter expressed. In all such examinations, we have assumed
the legal capacity of all natural persons executing documents, the genuineness
of all signatures, the authenticity of all original or certified copies, and the
conformity to original or certified copies of all copies submitted to us as
conformed or reproduced copies. As to various questions of fact relevant to such
opinion, we have relied upon, and assume the accuracy of, certificates and oral
or written statements of public officials and officers or representatives of the
Trust. We have assumed that the Amendment, as filed with the Securities and
Exchange Commission, will be in substantially the form of the printer's proof
referred to in paragraph (d) above.

Based upon, and subject to, the limitations set forth herein, we are of the
opinion that the Shares, when issued and sold in accordance with the Declaration
of Trust and By-Laws, as amended, and for the consideration described in the
Registration Statement, will be legally issued, fully paid and nonassessable
under the laws of the Commonwealth of Massachusetts.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not concede that we are in
the category of persons whose consent is required under Section 7 of the 1933
Act.

Very truly yours,

Morgan, Lewis & Bockius LLP

<PAGE>

Exhibit j

Consent of Ernst & Young LLP, Independent Auditors

- --------------------------------------------------------------------------------
We consent to the references to our firm under the captions "Financial
Highlights" in the Prospectuses and "Counsel and Auditors" and "Financial
Statements" in the Statement of Additional Information and to the incorporation
by reference, in Post-Effective Amendment Number 21 to the Registration
Statement (Form N-1A No. 33-52784) and related Prospectus of ABN AMRO Funds, of
our reports dated February 11, 2000 on the Treasury Money Market Fund,
Government Money Market Fund, Money Market Fund, Tax-Exempt Money Market Fund,
Fixed Income Fund, Tax-Exempt Fixed Income Fund, Balanced Fund, Value Fund,
Growth Fund, Small Cap Fund, Real Estate Fund, International Fixed Income Fund,
International Equity Fund, Asian Tigers Fund, Latin America Equity Fund, and
Institutional Prime Money Market Fund, each a portfolio of ABN AMRO Funds.

/s/ERNST & YOUNG LLP

Boston, Massachusetts
April 20, 2000

<PAGE>

Exhibit l(2)

ABN AMRO FUNDS
PURCHASE AGREEMENT

ABN AMRO Funds (the "Trust"), a Massachusetts business trust, and ABN AMRO
Asset Management (USA) Inc. (the "Buyer"), hereby agree as follows:

1. The Trust hereby offers the Buyer and the Buyer hereby agrees to
purchase one share of beneficial interest having no par value (the "Shares") at
$1.00 per share of each of the Trust's Institutional Treasury Money Market
Fund(US), Institutional Government Money Market Fund(US) and Institutional Prime
Money Market Fund(US) (each a "New Fund). Each Share is the "initial share" of
a New Fund. The Buyer hereby acknowledges receipt of a purchase confirmation
reflecting the purchase of three Shares, and the Trust hereby acknowledges
receipt from the Buyer of funds in the amount of $3.00 in full payment for the
Shares.

2. The Buyer represents and warrants to the Trust that the Shares are
being acquired for investment purposes and not for the purpose of distribution.

3. The Buyer agrees that neither it nor any direct or indirect transferee
of the Shares held by it shall redeem the Shares prior to the second anniversary
of the date that the Fund begins its investment activities.

4. The Trust represents that a copy of its Declaration of Trust, dated
September 17, 1992, and amendments are on file in the office of the Secretary of
the Commonwealth of Massachusetts.

5. This Agreement has been executed on behalf of the Trust by the
undersigned officer of the Trust in his capacity as an officer of the Trust.
The obligations of this Agreement shall be binding only upon the assets and
property of the New Funds and not upon the assets and property of any other fund
of the Trust and shall not be binding upon any Trustee, officer or shareholder
of the New Funds or the Trust individually.
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the 16th day of September, 1999.

Attest: ABN AMRO FUNDS

By: /s/ Steven A. Smith
--------------------------
Name: Steven A. Smith
Title: Senior Vice President

Attest: ABN AMRO Asset Management (USA) Inc.

By: /s/ Randall Hampton
Name:Randall Hampton
Title: