As Filed with the Securities and Exchange Commission on July 24, 2002
File No. 333-91060
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
[X] Pre-Effective Amendment No. 2
[ ] Post-Effective Amendment No. __
ABN AMRO FUNDS
(Exact Name of Registrant as Specified in Charter)
161 NORTH CLARK STREET
CHICAGO, ILLINOIS 60601
(Address of Principal Executive Offices, Zip Code)
Registrant's Telephone Number, including Area Code (312) 223-2139
_________________
KENNETH C. ANDERSON
ABN AMRO FUNDS
161 NORTH CLARK STREET
CHICAGO, ILLINOIS 60601
(Name and Address of Agent for Service)
Copy to:
CATHY G. O'KELLY
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601
_________________
Approximate date of proposed public offering: As soon as practicable
after the effective date of this Registration Statement.
No filing fee is required because an indefinite number of shares have
previously been registered pursuant to Rule 24f-2 under the Investment Company
Act of 1940.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay the effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
ABN AMRO FUNDS
161 NORTH CLARK STREET
CHICAGO, ILLINOIS 60601
ABN AMRO GROWTH FUND
ABN AMRO SMALL CAP FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 12, 2002
Notice is hereby given that a Special Meeting of Shareholders of the ABN
AMRO Growth Fund and the ABN AMRO Small Cap Fund, each a series of the ABN AMRO
Funds (each a "Selling Fund" and collectively, the "Selling Funds"), will be
held at the offices of PFPC, Inc., 101 Federal Street, Boston, Massachusetts
02110, on September 12, 2002 at 10:00 a.m., Eastern time, for the purposes of
considering the proposals set forth below. Collectively, the proposals, if
approved, will result in the transfer of the assets and liabilities of the ABN
AMRO Growth Fund to the ABN AMRO/Chicago Capital Growth Fund in return for
shares of the ABN AMRO/Chicago Capital Growth Fund and the transfer of the
assets and liabilities of the ABN AMRO Small Cap Fund to the ABN AMRO/TAMRO
Small Cap Fund in return for shares of the ABN AMRO/TAMRO Small Cap Fund (the
"Reorganization"). Each Selling Fund will then be terminated as soon as
practicable thereafter.
Proposal 1: To approve an Agreement and Plan of Reorganization (attached hereto
as Exhibit A) providing for the transfer of all of the assets and
all liabilities of: (a) the ABN AMRO Growth Fund to the ABN
AMRO/Chicago Capital Growth Fund; and (b) the ABN AMRO Small Cap
Fund to the ABN AMRO/TAMRO Small Cap Fund in exchange for ABN
AMRO/Chicago Capital Growth Fund shares and ABN AMRO/TAMRO Small
Cap Fund shares, respectively, and the shares so received will be
distributed to shareholders of the applicable Selling Fund.
Proposal 2: The transaction of such other business as may properly be brought
before the meeting.
Shareholders of record of the Selling Funds as of the close of business on
July 18, 2002 are entitled to notice of, and to vote at this meeting, or any
adjournment of this meeting. Shareholders of each Selling Fund will vote
separately, and the proposed Reorganization will be effected as to a particular
Selling Fund only if that Fund's shareholders approve the proposal.
Shareholders are requested to execute and return promptly the accompanying
proxy card, which is being solicited by the Board Of Trustees of ABN AMRO Funds.
You may execute the proxy card using the methods described in the proxy card.
Executing the proxy card is important to ensure a quorum at the meeting. Proxies
may be revoked at any time before they are exercised by submitting a written
notice of revocation or a subsequently executed proxy or by attending the
meeting and voting in person.
By Order of the Board of Trustees
Kenneth C. Anderson
President
ABN AMRO Funds
July 31, 2002
PROXY STATEMENT/PROSPECTUS
DATED JULY 31, 2002
RELATING TO THE ACQUISITION OF THE ASSETS OF
ABN AMRO GROWTH FUND AND ABN AMRO SMALL CAP FUND
BY AND IN EXCHANGE FOR SHARES OF
ABN AMRO/CHICAGO CAPITAL GROWTH FUND
AND ABN AMRO/TAMRO SMALL CAP FUND, RESPECTIVELY
ABN AMRO FUNDS
161 NORTH CLARK STREET
CHICAGO, ILLINOIS 60601
1-800-992-8151
This Proxy Statement/Prospectus is furnished in connection with the
solicitation of proxies by the Board of Trustees of the ABN AMRO Funds (the
"Trust") in connection with the Special Meeting of Shareholders (the "Meeting")
of the ABN AMRO Growth Fund and the ABN AMRO Small Cap Fund (each an "Selling
Fund" and collectively, the "Selling Funds"), to be held on Thursday, September
12, 2002 at 10:00 a.m., Eastern time, at the offices of PFPC, Inc., 101 Federal
Street, Boston, Massachusetts 02110. At the Meeting, shareholders of each
Selling Fund, voting separately, will be asked to consider and approve a
proposed reorganization, as described in the Agreement and Plan of
Reorganization, a form of which is attached hereto as Exhibit A (the
"Reorganization Agreement"), that will result in the transfer of all the assets
and liabilities of the ABN AMRO Growth Fund and the ABN AMRO Small Cap Fund to
the ABN AMRO/Chicago Capital Growth Fund and ABN AMRO/TAMRO Small Cap Fund,
respectively, in return for shares of the ABN AMRO/Chicago Capital Growth Fund
and ABN AMRO/TAMRO Small Cap Fund, respectively (the "Reorganization"). The ABN
AMRO/Chicago Capital Growth Fund and the ABN AMRO/TAMRO Small Cap Fund are each
referred to as an Acquiring Fund and collectively, the Acquiring Funds. Each
Selling Fund will then be terminated.
This Proxy Statement/Prospectus sets forth concisely the information that a
shareholder of each Selling Fund should know before voting on the
Reorganization, and should be retained for future reference. Certain additional
relevant documents listed below, which have been filed with the Securities and
Exchange Commission ("SEC"), are incorporated in whole or in part by reference.
A Statement of Additional Information dated July 31, 2002, relating to this
Proxy Statement/Prospectus and the Reorganization and including certain
financial information about the ABN AMRO Funds, has been filed with the SEC and
is incorporated in its entirety into this Proxy Statement/Prospectus. A copy of
such Statement of Additional Information is available upon request and without
charge by writing to the ABN AMRO Funds, P.O. Box 9765, Providence, Rhode Island
02940, or by calling toll-free 1-800-992-8151.
THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The Reorganization Agreement provides that each of the ABN AMRO Growth Fund
and the ABN AMRO Small Cap Fund will transfer all of its assets and liabilities
to the ABN AMRO/Chicago Capital Growth Fund and ABN AMRO/TAMRO Small Cap Fund,
respectively, in exchange for shares of the ABN AMRO/Chicago Capital Growth Fund
and ABN AMRO/TAMRO Small Cap Fund, respectively, in an amount equal in value to
the aggregate net assets of the applicable Selling Fund. These transfers are
expected to occur at 8:00 a.m. Central time (the "Effective Time") on September
21, 2002 (the "Closing Date").
Immediately after the transfer of each Selling Fund's assets and
liabilities, each Selling Fund will distribute to its shareholders Acquiring
Fund shares, so that a holder of shares in a Selling Fund at the Effective Time
of the Reorganization will receive a number of shares of the corresponding
Acquiring Fund with the same aggregate value as the shareholder had in the
Selling Fund immediately before the Effective Time. At the Effective Time,
shareholders of the ABN AMRO Growth Fund will become shareholders of the
i
ABN AMRO/Chicago Capital Growth Fund and shareholders of the ABN AMRO Small Cap
Fund will become shareholders of the ABN AMRO/TAMRO Small Cap Fund. Each Selling
Fund will then be terminated.
The Trust is an open-end, management investment company registered under
the Investment Company Act of 1940 (the "1940 Act"). ABN AMRO Asset Management
(USA) LLC ("AAAM") is the investment adviser to the Selling Funds. AAAM is an
indirect, wholly-owned subsidiary of ABN AMRO Bank N.V. Chicago Capital
Management, Inc. is the investment adviser to the ABN AMRO/Chicago Capital
Growth Fund. Chicago Capital Management is a member of the ABN AMRO group of
companies. TAMRO Capital Partners LLC is the investment adviser to the ABN
AMRO/TAMRO Small Cap Fund. TAMRO is a subsidiary of ABN AMRO Asset Management
Holdings, Inc. ABN AMRO Investment Services, Inc., an affiliate of AAAM, serves
as administrator to the ABN AMRO Funds and PFPC, Inc. serves as the sub-
administrator and transfer agent. ABN AMRO Distribution Services (USA) Inc.
serves as the ABN AMRO Funds' principal underwriter.
For a more detailed discussion of the investment objectives, policies,
risks and restrictions of the Funds, see the ABN AMRO Funds' prospectus and
statement of additional information dated March 1, 2002, as amended and/or
supplemented, which have been filed with the SEC and are incorporated by
reference into this Proxy Statement/Prospectus insofar as they relate to the ABN
AMRO Funds participating in the Reorganization. No other parts of the prospectus
or statement of additional information are incorporated herein. A copy of the
prospectus for the ABN AMRO/Chicago Capital Growth Fund and the ABN AMRO/ TAMRO
Small Cap Fund accompanies this Proxy Statement/Prospectus. A copy of the
statement of additional information for the ABN AMRO Funds is available upon
request and without charge by calling 1-800-922-8151.
This Proxy Statement/Prospectus is expected to be sent to shareholders on
or about July 31, 2002.
ii
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
Synopsis.................................................... 1
Information Relating to the Reorganization.................. 10
Federal Income Taxes........................................ 11
Capitalization.............................................. 12
Reasons for the Reorganization.............................. 12
Shareholder Rights.......................................... 13
Additional Information...................................... 14
Voting Matters.............................................. 14
Other Business.............................................. 16
Shareholder Inquiries....................................... 16
</Table>
Exhibit A -- Agreement and Plan of Reorganization
Exhibit B -- Management's Discussion of the ABN AMRO/Chicago Capital Growth
Fund's Performance
Exhibit C -- Management's Discussion of the ABN AMRO/TAMRO Small Cap Fund's
Performance
iii
SYNOPSIS
This Synopsis is designed to allow you to compare the current fees,
investment objectives, policies and restrictions, investment risks, and
distribution, purchase, exchange and redemption procedures of the ABN AMRO
Growth Fund with those of the ABN AMRO/Chicago Capital Growth Fund and the ABN
AMRO Small Cap Fund with those of the ABN AMRO/TAMRO Small Cap Fund. It is a
summary of certain information contained elsewhere in this Proxy
Statement/Prospectus, or incorporated by reference into this Proxy
Statement/Prospectus. Shareholders should read this entire Proxy
Statement/Prospectus carefully. For more complete information, please read the
prospectus for each Acquiring Fund.
THE REORGANIZATION
Background. Pursuant to the Reorganization Agreement (a form of which is
attached hereto as Exhibit A), each of the ABN AMRO Growth Fund and the ABN AMRO
Small Cap Fund will transfer all of its assets and liabilities to the ABN
AMRO/Chicago Capital Growth Fund and the ABN AMRO/TAMRO Small Cap Fund,
respectively, solely in exchange for voting shares of the ABN AMRO/Chicago
Capital Growth Fund and the ABN AMRO/TAMRO Small Cap Fund, respectively. Each
Selling Fund will distribute the shares that it receives to its shareholders.
Each Selling Fund will then be terminated. The result of the Reorganization is
that shareholders of the ABN AMRO Growth Fund will become shareholders of the
ABN AMRO/Chicago Capital Growth Fund and shareholders of the ABN AMRO Small Cap
Fund will become shareholders of the ABN AMRO/TAMRO Small Cap Fund. No sales
charges will be imposed on shareholders in connection with the Reorganization.
The Board of Trustees of the Trust, including the Trustees who are not
"interested persons" within the meaning of Section 2(a)(19) of the 1940 Act,
considered the proposed Reorganization at a meeting held on June 20, 2002. After
a thorough review of all aspects of the Reorganization and for the reasons set
forth below (see "Reasons for the Reorganization"), the Board has concluded that
the Reorganization would be in the best interests of each Fund and its existing
shareholders, and that the interests of existing shareholders would not be
diluted as a result of the transactions contemplated by the Reorganization. THE
BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR APPROVAL
OF EACH REORGANIZATION.
Federal Income Tax Consequences. The Reorganization is intended to qualify
for U.S. federal income tax purposes as a tax-free reorganization. If the
Reorganization so qualifies, neither the Selling Funds nor their shareholders
will recognize gain or loss as a result of the Reorganization. As a condition to
the closing of the Reorganization, the Trust will receive an opinion from
counsel to the Trust to that effect. No tax ruling from the Internal Revenue
Service regarding the Reorganization has been requested. The opinion of counsel
is not binding on the Internal Revenue Service and does not preclude the
Internal Revenue Service from adopting a contrary position.
Distributions. Before the Reorganization, each Selling Fund expects to
distribute ordinary income and capital gains, if any, to its shareholders.
THE TRUST
The Trust is an open-end management investment company, which offers
redeemable shares in different series. It was organized as a Delaware business
trust on September 10, 1993. The ABN AMRO Funds offer up to five classes of
shares, Class N Shares, Class I Shares, Class S Shares, Class Y Shares and Class
YS Shares. The five Classes differ with respect to distribution fees and
shareholder servicing costs, as set forth in the ABN AMRO Funds' prospectuses.
Each Selling Fund and the ABN AMRO/TAMRO Small Cap Fund currently offers only
one class of shares, Class N shares. The ABN AMRO/Chicago Capital Growth Fund
currently offers two classes of shares, Class N shares and Class I shares.
However, only Class N shares are participating in the Reorganization. As a
result, shareholders of the ABN AMRO Growth Fund will receive Class N shares of
the ABN AMRO/Chicago Capital Growth Fund and shareholders of the ABN AMRO Small
Cap Fund will receive Class N shares of the ABN AMRO/TAMRO Small Cap Fund.
1
INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS
This section will help you compare the investment objectives and policies
of each Acquiring Fund with its corresponding Selling Fund. Please be aware that
this is only a brief discussion. More complete information may be found in the
Funds' prospectus.
ABN AMRO/CHICAGO CAPITAL GROWTH FUND --
ABN AMRO GROWTH FUND
While the Funds have similar investment objectives and policies, there are
some differences. The ABN AMRO/Chicago Capital Growth Fund seeks long-term
return through a combination of capital appreciation and current income by
investing primarily in a combination of stocks and bonds. The ABN AMRO Growth
Fund seeks total return primarily through capital appreciation. Each Fund has a
large-cap focus and uses a bottom-up approach to investing, which means that
securities are researched and chosen individually with less consideration given
to economic or market cycles. However, the Funds differ with respect to the
types of securities in which they invest. The ABN AMRO/Chicago Capital Growth
Fund invests in a combination of securities that offer potential for growth
and/or income, including primarily large-cap dividend and non-dividend paying
common stocks, preferred stocks and convertible securities. The ABN/AMRO Growth
Fund invests in common stocks and other equity securities of U.S. companies that
have above average earnings growth rates and appear to have strong prospects for
capital appreciation. Accordingly, as a result of the Reorganization, ABN AMRO
Growth Fund shareholders will become shareholders of a Fund that invests in a
wider array of securities, including bonds, and will be subject to some
additional risks, as discussed below.
The portfolio manager of the ABN AMRO/Chicago Capital Growth Fund
identifies stocks of companies with market capitalizations over $3 billion and
with higher sales and operating earnings growth, more stable earnings growth
rates, lower debt-to-capital ratios, and higher returns on equity than the S&P
500 Index averages. The portfolio manager of the ABN AMRO/Chicago Capital Growth
Fund also considers the quality of company management and the strength of the
company's position among its competitors. In addition, the portfolio manager of
the ABN AMRO/Chicago Capital Growth Fund assesses the long-term economic outlook
and the risk/return of securities in allocating investments among industry
sectors. In selecting broadly diversified investments in various industry
sectors, the portfolio manager of the ABN AMRO Growth Fund seeks a fundamental
understanding of each company by examining a combination of factors including
favorable valuation, price appreciation, price strength over time, positive
earnings changes, earnings surprises and accelerated earnings. The portfolio
manager of the ABN AMRO Growth Fund combines this fundamental understanding of
the companies with quantitative screens that focus on earnings consistency and
momentum. The portfolio manager of the ABN AMRO Growth Fund also focuses on
companies that have a competitive advantage in their particular industry or
sector.
As secondary investment strategies in seeking to achieve their investment
objectives, both Funds may invest in American Depositary Receipts
(ADRs)/European Depositary Receipts (EDRs), commercial paper and securities of
other investment companies, derivatives (options, forwards, futures, swaps) for
hedging purposes, Rule 144A securities and U.S. government securities. Each Fund
may also invest all or a portion of its total assets in cash or cash
equivalents, such as money market securities and repurchase agreements, for
temporary defensive reasons. Although it typically does not do so, the ABN
AMRO/Chicago Capital Growth Fund may also invest in asset/mortgage-backed
securities, junk bonds and collateralized mortgage obligations (CMOs).
ABN AMRO/TAMRO SMALL CAP FUND --
ABN AMRO SMALL CAP FUND
While the Funds have the same investment objectives and similar policies,
there are some differences. Each Fund seeks to provide long-term capital
appreciation. Under normal market conditions, each Fund invests at least 80% of
its assets in a blended portfolio of growth and value stocks of small
capitalization companies. The ABN AMRO/TAMRO Small Cap Fund defines small
capitalization companies as those
2
with market capitalizations below $2.25 billion at the time of acquisition. In
selecting securities for the ABN AMRO/TAMRO Small Cap Fund, the portfolio
manager looks for above average earnings growth, unrecognized valuation, high
quality management and solid and improving fundamentals. The ABN AMRO/TAMRO
Small Cap Fund may invest in a fewer number of different stocks than other
diversified funds. In selecting securities for the ABN AMRO Small Cap Fund, the
portfolio manager selects securities that are diversified across many industry
selectors, based on a range of financial criteria including above average sales
or earnings growth, relatively low price to earnings and price to book ratios,
solid and improving fundamentals and competitive advantage in industry or market
niche. The ABN AMRO Small Cap Fund generally will not devote more than 75% of
its assets to either the growth or value strategy at one time.
In the course of implementing its principal investment strategy, each Fund
may experience a relatively high turnover rate (over 100%). The ABN AMRO/TAMRO
Small Cap Fund may also invest in securities outside the small-cap range and
cash-equivalent securities. Each Fund may invest in real estate investment
trusts (REITs) which are publicly traded entities that invest in office
buildings, apartment complexes, industrial facilities, shopping centers and
other commercial spaces. As secondary investment strategies in seeking to
achieve their investment objectives, both Funds may invest in commercial paper
and securities of other investment companies, derivatives (options, forwards,
futures, swaps) for hedging purposes, Rule 144A securities and U.S. government
securities. Each Fund may also invest all or a portion of its total assets in
cash or cash equivalents, such as money market securities and repurchase
agreements, for temporary defensive reasons. The ABN AMRO/TAMRO Small Cap Fund
may also invest in ADRs/EDRs, convertible securities and preferred stocks.
As a result of the Reorganization, ABN AMRO Small Cap Fund shareholders
will become shareholders of a Fund that, although diversified, may invest in a
fewer number of different stocks than other diversified funds, including the ABN
AMRO Small Cap Fund, and may be subject to additional risks, as discussed below.
In addition, ABN AMRO Small Cap Fund shareholders will become shareholders of a
Fund that invests in a wider array of securities as part of its secondary
investment strategy, including securities outside the small-cap range,
cash-equivalent securities, ADRs/EDRs, convertible securities and preferred
stocks.
INVESTMENT RISKS
Although the investment objectives and policies of the Acquiring Funds and
the corresponding Selling Funds are generally similar, there are certain
differences. Therefore, an investment in an Acquiring Fund may involve
investment risks that are different in some respects from those of its
corresponding Selling Fund. For a more complete discussion of the risks
associated with the Funds, see the Funds' prospectus.
ABN AMRO/CHICAGO CAPITAL GROWTH FUND --
ABN AMRO GROWTH FUND
Because the ABN AMRO/Chicago Capital Growth Funds' investment objective is
similar to that of the ABN AMRO Growth Fund and both Funds invest in growth
companies, an investment in the ABN AMRO/ Chicago Capital Growth Fund is subject
to many of the same risks as an investment in the ABN AMRO Growth Fund. Both
Funds are subject to market risk, which is the risk that a Fund's share price
can move down over the short term in response to stock market conditions,
changes in the economy or a particular company's stock price change. Each Fund
is also subject to the risk that growth stocks may be more volatile than other
stocks because they are generally more sensitive to investor perceptions and
market moves. The performance of each Fund is dependent upon the portfolio
manager's skill in making appropriate investments. As a result, a Fund may
underperform the stock market or its peers and could fail to meet its investment
objective. To the extent a Fund takes a temporary defensive position, it may not
achieve its investment objective and following a defensive strategy could reduce
the benefit from any market upswings.
Because the ABN AMRO/Chicago Capital Growth Fund invests in bonds in
addition to stocks, the Fund is subject to the risks associated with investing
in debt securities including interest rate, credit and issuer risks. Interest
rate risk is the risk that if interest rates rise, bond prices will fall. A
sharp rise in interest rates could cause the Fund's share price to drop. Credit
(or default) risk is the risk that the issuer of a security will not be
3
able to make principal and interest payments on a bond issue. The credit ratings
of issuers could change and negatively affect the Fund's share price. Issuer
risk is the risk that changes in an issuer's financial condition and general
economic conditions can affect an issuer's credit quality.
ABN AMRO/TAMRO SMALL CAP FUND --
ABN AMRO SMALL CAP FUND
Because the ABN AMRO/TAMRO Small Cap Fund's investment objective is the
same as that of the ABN AMRO Small Cap Fund and both Funds invest in stocks of
small-cap companies, an investment in the ABN AMRO/TAMRO Small Cap Fund is
subject to the same risks as an investment in the ABN AMRO Small Cap Fund. Both
Funds are subject to market risk, which is the risk that a Fund's share price
can move down over the short term in response to stock market conditions,
changes in the economy or a particular company's stock price change. Each Fund
is subject to the greater risks involved with investing in securities of small
cap companies, including the liquidity risk associated with such securities.
Each Fund is also subject to the risk that growth stocks may be more volatile
than other stocks because they are generally more sensitive to investor
perceptions and market moves. The performance of each Fund is dependent upon the
portfolio manager's skill in making appropriate investments. As a result, a Fund
may underperform the stock market or its peers and could fail to meet its
investment objective. Each Fund is also subject to the risks of value investing,
including buying stocks that are out of favor and that have valuation levels
lower than growth stocks. The Funds' high portfolio turnover rates may result in
a higher than average level of capital gains and will result in greater
transaction costs, which can negatively impact a Fund's performance. In
addition, the returns of the REITs in which the Funds may invest may be
adversely affected when interest rates are high or rising. To the extent a Fund
takes a temporary defensive position, it may not achieve its investment
objective and following a defensive strategy could reduce the benefits from any
market upswings.
An investment in the ABN AMRO/TAMRO Small Cap Fund is subject to some
additional risks to which the ABN AMRO Small Cap Fund is not subject. Although
the ABN AMRO/TAMRO Small Cap Fund is diversified, it may invest in a fewer
number of stocks than other diversified funds and as a result may experience
larger price swings.
FEES AND EXPENSES
The following comparative fee tables show the fees for each Acquiring Fund
and its corresponding Selling Fund as of April 30, 2002. As indicated below, the
net expenses of each Acquiring Fund (currently and following the Reorganization)
are higher than the net expenses of its corresponding Selling Fund. In addition,
the management fee of the ABN AMRO/TAMRO Small Cap Fund (currently and following
the Reorganization) is higher than the management fee of the ABN AMRO Small Cap
Fund. The pro forma table shows the Acquiring Fund's fees assuming that the
Reorganization is approved.
ABN AMRO/CHICAGO CAPITAL GROWTH FUND --
ABN AMRO GROWTH FUND
SHAREHOLDER FEES
You do not incur any sales loads or exchange or redemption fees.
If you redeem Fund shares by wire, $20 will be deducted from the amount
redeemed.
4
ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
This table describes the indirect fees and expenses that you pay if you
hold Fund shares.
<Table>
<Caption>
ABN AMRO/ PRO FORMA -- ABN AMRO/
CHICAGO CAPITAL ABN AMRO CHICAGO CAPITAL
GROWTH FUND GROWTH FUND GROWTH FUND
--------------- ----------- ----------------------
Management Fees........................ 0.70% 0.80% 0.70%
Distribution (12b-1) Fees.............. 0.25% 0.25% 0.25%
Other Expenses......................... 0.15% 0.22% 0.14%
Total Expense Ratio.................... 1.10% 1.27% 1.09%
Fee Waivers............................ (0)% (0.22)% (0)%
Net Expense Ratio...................... 1.10% 1.05%(1) 1.09%
</Table>
- ---------------
(1) This reflects a continuation of AAAM's contractual undertakings to waive
management fees and/or reimburse expenses exceeding the limit shown. AAAM is
contractually obligated to waive management fees and/or reimburse expenses
through September 30, 2003 at the rate shown in the table.
EXAMPLE
This hypothetical example shows the operating expenses you would incur as a
shareholder if you invested $10,000 in a Fund over the time periods shown and
you redeem all of your shares at the end of the period. The example assumes you
reinvested all dividends and distributions, that the average annual return was
5% and that operating expenses remained the same. The example is for comparative
purposes only and does not represent a Fund's actual or future expenses or
returns.
<Table>
<Caption>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---- ------ ------- ------- --------
ABN AMRO/Chicago Capital Growth Fund.................. $112 $350 $606 $1,340
ABN AMRO Growth Fund(1)............................... 107 381 676 1,515
Pro Forma -- ABN AMRO/Chicago Capital Growth Fund..... 111 347 601 1,329
</Table>
- ---------------
(1) The first year is based on net expenses. Remaining years are based on annual
total Fund operating expenses.
ABN AMRO/TAMRO SMALL CAP FUND --
ABN AMRO SMALL CAP FUND
SHAREHOLDER FEES
You do not incur any sales loads or exchange or redemption fees.
If you redeem Fund shares by wire, $20 will be deducted from the amount
redeemed.
5
ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
This table describes the indirect fees and expenses that you pay if you
hold Fund shares.
<Table>
<Caption>
PRO FORMA-
ABN AMRO/ ABN AMRO/
TAMRO ABN AMRO TAMRO
SMALL CAP FUND SMALL CAP FUND SMALL CAP FUND
-------------- -------------- --------------
Management Fees................................... 0.90% 0.80% 0.90%
Distribution (12b-1) Fees......................... 0.25% 0.25% 0.25%
Other Expenses.................................... 0.26% 0.49% 0.21%
Total Expense Ratio............................... 1.41% 1.54% 1.36%
Fee Waivers....................................... (0.11)% (0.36)% (1)
Net Expense Ratio................................. 1.30%(1) 1.18%(2) (1)
</Table>
- ---------------
(1) This reflects a continuation of TAMRO's contractual undertakings to waive
management fees and/or reimburse expenses exceeding the limit shown. TAMRO
is contractually obligated to waive management fees and/or reimburse
expenses at least through December 31, 2002 at the rate shown in the table.
Based on this contractual obligation, the pro forma net expense ratio would
be 1.30% after a waiver of 0.06%.
(2) This reflects a continuation of AAAM's contractual undertakings to waive
management fees and/or reimburse expenses exceeding the limit shown. AAAM is
contractually obligated to waive management fees and/or reimburse expenses
through September 30, 2003 at the rate shown in the table.
EXAMPLE
This hypothetical example shows the operating expenses you would incur as a
shareholder if you invested $10,000 in a Fund over the time periods shown and
you redeem all of your shares at the end of the period. The example assumes you
reinvested all dividends and distributions, that the average annual return was
5% and that operating expenses remained the same. The example is for comparative
purposes only and does not represent a Fund's actual or future expenses or
returns.
<Table>
<Caption>
FUND(1) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------- -------- ------- ------- --------
ABN AMRO/TAMRO Small Cap Fund..................... $132 $435 $761 $1,681
ABN AMRO Small Cap Fund........................... 120 451 805 1,804
Pro Forma -- ABN AMRO/TAMRO Small Cap............. 132 425 739 1,630
</Table>
- ---------------
(1) The first year is based on net expenses. Remaining years are based on annual
total Fund operating expenses.
INVESTMENT ADVISERS
AAAM is an indirect, wholly-owned subsidiary of ABN AMRO Bank N.V. and the
investment adviser to the Selling Funds. AAAM is registered as an investment
adviser under the Investment Advisers Act of 1940 (the "Advisers Act"). AAAM,
located at 161 North Clark Street, 12th Floor, Chicago, Illinois 60601 had
approximately $8.4 billion in assets under management as of March 31, 2002.
Chicago Capital Management, Inc. is a member of the ABN AMRO group of
companies and the investment adviser to the ABN AMRO/Chicago Capital Growth
Fund. Chicago Capital Management is registered as an investment adviser under
the Advisers Act. Chicago Capital Management, located at 161 North Clark Street,
Chicago, Illinois 60601, had approximately $8.4 billion in assets under
management as of March 31, 2002.
TAMRO Capital Partners LLC is a subsidiary of ABN AMRO Asset Management
Holdings, Inc. and the investment adviser to the ABN AMRO/TAMRO Small Cap Fund.
TAMRO is registered as an investment adviser under the Advisers Act. TAMRO,
located at 1600 Duke Street, Alexandria, Virginia 22314, was founded in 2000.
TAMRO had approximately $88.1 million in assets under management as of March 31,
2002.
6
PORTFOLIO MANAGERS
<Table>
<Caption>
FUND NAME PORTFOLIO MANAGER(S) INVESTMENT EXPERIENCE
--------- -------------------------- -------------------------------------
ABN AMRO/Chicago Capital Growth
Fund......................... Bernard F. Myszkowski, CFA Portfolio Manager of the Fund since
September 1999; Executive Vice
President and Chief Equity Officer;
associated with Chicago Capital
Management and its affiliates since
1969. He has been a member of the
Equity Investment Committee since
1993, and a manager of balanced and
common stock portfolios for
institutional and private family
accounts since 1973. Mr. Myszkowski
received an MBA from Northwestern
University in 1971.
Richard S. Drake, CFA Portfolio Manager of the Fund since
February 2000; Senior Managing
Director, Director of Equity Research
and Portfolio Manager; associated
with Chicago Capital Management since
January 2000. Mr. Drake has more than
18 years of investment experience; he
previously held a senior investment
management position with Duff &
Phelps Investment Management, Inc.
from 1995-1999. Mr. Drake received
his MBA from the Kellogg Graduate
School of Management at Northwestern
University.
ABN AMRO/TAMRO Small Cap
Fund......................... Philip D. Tasho, CFA Portfolio Manager since the Fund's
inception in November 2000; Chief
Investment Officer of TAMRO; Vice
President of Chicago Capital
Management. He leads the team that is
responsible for the day-to-day
management of the Fund.
Most recently, Mr. Tasho served as
Chief Executive Officer and Chief
Investment Officer of Riggs
Investment Management Corp. (RIMCO),
from 1995 to 2000. He has 20 years of
investment management experience. He
received his MBA from George
Washington University.
</Table>
Mr. Myszkowski and Mr. Drake are also the portfolio managers of the ABN
AMRO Growth Fund.
Mr. Tasho is also the portfolio manager of the ABN AMRO Small Cap Fund.
7
INVESTMENT ADVISORY FEES
The following table compares management fees paid to the investment adviser
for each Acquiring Fund and Selling Fund. The table shows fees before any
waivers or reimbursements ("Total") and fees after any waivers or reimbursements
("Net"). The fees listed are as of October 31, 2001.
<Table>
<Caption>
ACQUIRING FUNDS FEE SELLING FUNDS FEE
- --------------- ---- ------------- ---
ABN AMRO/Chicago Capital Growth ABN AMRO Growth Fund
Total................................ 0.70% Total................................ 0.80%
Net.................................. 0.70% Net.................................. 0.79%(2)
ABN AMRO/TAMRO Small Cap Fund........ ABN AMRO Small Cap Fund
Total................................ 0.90% Total................................ 0.80%
Net.................................. 0.90%(1) Net.................................. 0.79%(2)
</Table>
- ---------------
(1) Net fees are based on the investment adviser's contractual agreement to
limit fees through December 31, 2002.
(2) Net fees are based on the investment adviser's contractual agreement to
limit fees through September 30, 2003.
RULE 12B-1 DISTRIBUTION PLAN
To pay for the cost of promoting the ABN AMRO Funds and servicing
shareholder accounts, the ABN AMRO Funds have adopted a Rule 12b-1 distribution
plan for their Class N Shares. Under the plan, an annual fee of not more than
0.25% may be paid out of each ABN AMRO Fund's average daily net assets
attributable to Class N Shares to reimburse the Fund's distributor for expenses
it incurs in connection with the distribution of Class N Shares and for
shareholder services.
PERFORMANCE
The following tables show the Funds' average annual total returns over
different periods and show how the Funds' performance compares with relevant
broad-based market indices. The performance of the Funds and the indices vary
over time, and past performance (before and after taxes) is not necessarily
indicative of future results. The Funds' figures assume reinvestment of
dividends and distributions.
AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED MARCH 31, 2002
<Table>
<Caption>
SINCE
FUND 1 YEAR 5 YEARS INCEPTION(1)
- ---- ------ ------- ------------
ABN AMRO/Chicago Capital Growth Return Before Taxes......... 2.09% 14.01% 15.40%
Return After Taxes on Distributions....................... 2.04% 12.59% 14.28%
Return After Taxes on Distributions and Sale of Fund
Shares................................................. 1.32% 11.65% 13.10%
ABN AMRO Growth Fund(2)
Return Before Taxes....................................... (11.28)% 4.24% 8.10%
Return After Taxes on Distributions....................... (11.28)% 2.56% 6.20%
Return After Taxes on Distributions and Sale of Fund
Shares................................................. (6.92)% 3.54% 6.31%
S&P 500 Index (reflects no deduction for taxes, expenses or
fees)..................................................... 0.24% 10.18% 13.18%
Lipper Large-Cap Growth Fund Index (reflects no deduction
for taxes, expenses or fees).............................. (4.80)% 7.07% 10.40%
</Table>
- ---------------
(1) The ABN AMRO/Chicago Capital Growth Fund's inception was December 13, 1993.
The ABN AMRO Growth Fund's inception was January 4, 1993. S&P 500 Index and
Lipper Large-Cap Growth Fund Index data computed from December 31, 1992.
(2) The common share class and investor share class of the ABN AMRO Growth Fund
were reorganized into Class N shares of the Fund on September 27, 2001, and
the Fund adopted the name of the predecessor. All performance figures
through September 27, 2001 represent the performance of the common share
class of the predecessor fund.
8
AVERAGE ANNUAL TOTAL RETURN
FOR THE PERIODS ENDED MARCH 31, 2002
<Table>
<Caption>
SINCE
FUND 1 YEAR 5 YEARS INCEPTION
- ---- ------ ------- ---------
ABN AMRO/TAMRO Small Cap Fund
Return Before Taxes....................................... 24.71% N/A 25.23%
Return After Taxes on Distributions....................... 24.20% N/A 24.85%
Return After Taxes on Distributions and Sale of Fund
Shares................................................. 15.13% N/A 20.12%
ABN AMRO Small Cap Fund(2)
Return Before Taxes....................................... 16.62% 8.67% 8.15%
Return After Taxes on Distributions....................... 16.62% 7.15% 6.75%
Return After Taxes on Distributions and Sale of Fund
Shares................................................. 10.21% 6.59% 6.24%
Benchmark Index for ABN AMRO/TAMRO Small Cap Fund -- Russell
2000 Index (reflects no deduction for taxes, expenses or
fees)..................................................... 13.98% N/A 11.57%
Benchmark Index for ABN AMRO/TAMRO Small Cap Fund -- Lipper
Small-Cap Core Fund Index................................. 20.08% N/A 15.88%
Benchmark Index for ABN AMRO Small Cap Fund -- Russell 2000
Index (reflects no deduction for taxes, expenses or
fees)..................................................... 13.98% 9.52% 10.93%
Benchmark Index for ABN AMRO Small Cap Fund -- Lipper
Small-Cap Growth Fund Index (reflects no deduction for
taxes, expenses or fees).................................. 5.73% 10.09% 11.05%
</Table>
- ---------------
(1) The ABN AMRO/TAMRO Small Cap Fund's inception was November 30, 2000. The ABN
AMRO Small Cap Fund's inception was January 4, 1993. ABN AMRO/TAMRO Small
Cap Fund Benchmark Index data computed from December 31, 1992. ABN AMRO
Small Cap Fund Benchmark Index data computed from November 30, 2000.
(2) The common share class and investor share class of the ABN AMRO Small Cap
Fund were reorganized into the Class N shares of the Fund on September 27,
2001, and the Fund adopted the name of the predecessor. All performance
figures through September 27, 2001 represent the performance of the common
share class of the predecessor fund.
THE FUNDS' PURCHASE, EXCHANGE AND REDEMPTION PROCEDURES
Purchase Procedures. Class N Shares may be purchased directly from the ABN
AMRO Funds by mail, telephone, wire or Internet. Class N Shares may also be
purchased through broker-dealers, banks and trust departments.
The minimum initial purchase requirement for Class N Shares is $2,500 for
regular accounts and $500 for individual retirement accounts and custodial
accounts for minors. Class N Shares purchased through regular deductions from a
checking account (i.e., Automatic Investment Plan) may be purchased for a
minimum investment of $50 per month.
ABN AMRO Fund shares may be purchased on any business day at a price per
share equal to the NAV next determined after the Funds or an authorized broker
or designee receives a purchase order. The NAV of each ABN AMRO Fund is
calculated once each business day as of the close of regular trading on the NYSE
(normally, 4:00 p.m. Eastern time). The NAV per share is calculated by dividing
the total market value of each Fund's investments and other assets, less any
liabilities, by the total outstanding shares of that Fund or class, as
applicable.
Exchange Privileges. Shareholders may exchange shares of one ABN AMRO Fund
for the same class of shares of another ABN AMRO Fund. Exchanges may be made by
mail, telephone (if the Class N shareholder has selected this option) or
Internet on any business day. The exchange price is the NAV next determined
after the Funds or an authorized broker or designee receives the exchange
request. Exchanges to open new accounts must meet the minimum initial purchase
requirements. The Funds or an authorized broker or designee may require a
written exchange request with a medallion signature guarantee from an eligible
guarantor (a notarized signature is not sufficient) for any exchanges of more
than $50,000. The Funds or an
9
authorized broker or designee may limit, impose charges upon, terminate or
otherwise modify the exchange privilege by sending written notice to
shareholders.
Redemption Procedures. Class N Shareholders may redeem shares on any
business day by mail, telephone, wire or Internet. The redemption price will be
the NAV next determined after the Funds or an authorized broker or designee
receives the redemption request. Redemptions of Class N Shares also may be made
through a Systematic Withdrawal Plan in amounts of $50 or more from any Fund.
The Systematic Withdrawal Plan requires that a shareholder's account have a
value of $50,000 or more. If a Class N shareholder's account balance drops below
$50 due to redemptions, including redemptions made through a Systematic
Withdrawal Plan, the Funds or an authorized broker or designee may redeem the
shareholder's remaining shares and close the account. However, the shareholder
will always be given at least 30 days' notice to give him time to add to his
account and avoid an involuntary redemption or transfer, as the case may be.
If the shareholder's address of record has changed within the last 30 days,
the redemption request exceeds $50,000 or the shareholder requests that proceeds
be sent to an address or an account that is different from the address of
record, then the Funds or an authorized broker or designee may require a written
redemption request with a medallion signature guarantee from an eligible
guarantor (a notarized signature is not sufficient).
Redemptions in Kind. The Funds or an authorized broker or designee have
elected to pay redemption proceeds in cash up to $250,000 or 1% of each Fund's
total value during any 90-day period for any one shareholder, whichever is less.
Because larger redemptions may be detrimental to existing shareholders, the
Funds reserve the right to make higher payments in the form of certain
marketable securities (a redemption in kind).
A redemption in kind will consist of securities equal in value to a
shareholder's shares. In the event that a redemption in kind were made,
shareholders would probably have to pay brokerage costs to sell the securities
distributed to them, as well as taxes on any gain from the sale.
Dividend Policies. The Funds declare and pay dividends quarterly. The
Funds distribute capital gains, if any, at least annually in December.
Shareholders will receive dividends and distributions in the form of additional
shares unless they have elected to receive payment in cash.
INFORMATION RELATING TO THE REORGANIZATION
Description of the Reorganization. The following summary is qualified in
its entirety by reference to the Reorganization Agreement found in Exhibit A.
The Reorganization Agreement provides for the Reorganization to occur on or
about September 21, 2002.
The Reorganization Agreement provides that all of the assets and
liabilities of each Selling Fund will be transferred to the corresponding
Acquiring Fund at 8:00 a.m. Central time on the Closing Date of the
Reorganization. In exchange for the transfer of these assets and liabilities,
the ABN AMRO/Chicago Capital Growth Fund and the ABN AMRO/TAMRO Small Cap Fund
will simultaneously issue at the Effective Time of the Reorganization a number
of full and fractional voting shares to the ABN AMRO Growth Fund and the ABN
AMRO Small Cap Fund, respectively, equal in value to the aggregate net asset
value of the ABN AMRO Growth Fund and the ABN AMRO Small Cap Fund, respectively,
calculated before the Effective Time of the Reorganization.
Following the transfer of assets and liabilities in exchange for Acquiring
Fund shares, each Selling Fund will distribute all the shares of the
corresponding Acquiring Funds pro rata to its shareholders of record in complete
liquidation. Shareholders of each Selling Fund owning shares at the Effective
Time of the Reorganization will receive a number of shares of the corresponding
Acquiring Fund with the same aggregate value as the shareholder had in the
Selling Fund immediately before the Reorganization. Such distribution will be
accomplished by the establishment of accounts in the names of the Selling Funds'
shareholders on the share records of the Funds' transfer agent. Each account
will receive the respective pro rata number of full and fractional shares of the
Acquiring Funds due to the shareholders of the corresponding Selling Funds. Each
10
Selling Fund then will be terminated. The Funds do not issue share certificates
to shareholders. Shares of the Acquiring Funds to be issued will have no
preemptive or conversion rights. No sales charges will be imposed in connection
with the receipt of such shares by the Selling Funds' shareholders.
The Reorganization Agreement contains customary representations, warranties
and conditions. The Reorganization Agreement provides that the consummation of
the Reorganization with respect to a Selling Fund and its corresponding
Acquiring Fund is conditioned upon, among other things: (i) approval of the
Reorganization by the Selling Fund's shareholders; and (ii) the receipt by the
Trust of a tax opinion to the effect that the Reorganization will be tax-free to
the Funds and their shareholders. The Reorganization Agreement may be terminated
if, before the Closing Date, any of the required conditions have not been met,
the representations and warranties are not true or the Board of Trustees of the
Trust determines that the Reorganization is not in the best interest of the
shareholders of the Funds.
Costs of Reorganization. The Funds' reorganization expenses will be paid
by AAAM and/or its affiliates. Reorganization expenses include, without
limitation: (a) expenses associated with the preparation and filing of this
Prospectus/Proxy Statement; (b) postage; (c) printing; (d) accounting fees; (e)
legal fees incurred by each Fund; (f) solicitation costs; and (g) other related
administrative or operational costs. The Funds will not pay any of these
expenses.
FEDERAL INCOME TAXES
Each combination of a Selling Fund and its corresponding Acquiring Fund in
the Reorganization is intended to qualify for U.S. federal income tax purposes
as a separate tax-free reorganization under Section 368(a) of the Internal
Revenue Code of 1986, as amended. If so, neither the Selling Funds nor their
shareholders will recognize gain or loss as a result of the Reorganization; the
tax basis of the Acquiring Fund shares received by shareholders will be the same
as the basis of the Selling Fund shares exchanged; and the holding period of the
Acquiring Fund shares received will include the holding period of the Selling
Fund shares exchanged, provided that the shares exchanged were held as capital
assets at the time of the Reorganization. As a condition to the closing of the
Reorganization, the Trust will receive an opinion from counsel to the Trust to
that effect. No tax ruling from the Internal Revenue Service regarding the
Reorganization has been requested. The opinion of counsel is not binding on the
Internal Revenue Service and does not preclude the Internal Revenue Service from
adopting a contrary position.
THE SALE OF SECURITIES BY THE SELLING FUNDS BEFORE THE REORGANIZATION,
WHETHER IN THE ORDINARY COURSE OF BUSINESS OR IN ANTICIPATION OF THE
REORGANIZATION, COULD RESULT IN A TAXABLE CAPITAL GAINS DISTRIBUTION BEFORE THE
REORGANIZATION. SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISERS CONCERNING
THE POTENTIAL TAX CONSEQUENCES OF THE REORGANIZATION TO THEM, INCLUDING FOREIGN,
STATE AND LOCAL TAX CONSEQUENCES.
11
CAPITALIZATION
The following table sets forth as of May 31, 2002: (i) the unaudited
capitalization of each Acquiring Fund; (ii) the unaudited capitalization of each
Selling Fund; and (iii) the unaudited pro forma combined capitalization of the
Acquiring Funds assuming the Reorganization has taken place. The capitalizations
are likely to be different on the Closing Date as a result of daily share
purchase and redemption activity.
<Table>
<Caption>
NET ASSET VALUE SHARES
FUND NET ASSETS PER SHARE OUTSTANDING
- ---- ------------ --------------- -----------
ABN AMRO/Chicago Capital Growth Fund (Class N)...... $585,394,890 $21.12 27,720,668
ABN AMRO Growth Fund................................ $ 56,526,506 $10.00 5,653,582
Pro Forma -- ABN AMRO/Chicago Capital Growth Fund
(Class N)......................................... $641,921,397 $21.12 30,397,412
- --------------------------------------------------------------------------------------------------
ABN AMRO/TAMRO Small Cap Fund....................... $ 60,898,049 $13.70 4,445,517
ABN AMRO Small Cap Fund............................. $ 20,708,821 $14.06 1,472,686
Pro Forma -- ABN AMRO/TAMRO Small Cap Fund.......... $ 81,606,870 $13.70 5,957,247
- --------------------------------------------------------------------------------------------------
</Table>
REASONS FOR THE REORGANIZATION
At a meeting held on June 20, 2002 (for each Selling Fund), the Board of
Trustees of the Trust, including the trustees who are not "interested persons"
(within the meaning of the 1940 Act) (the "Independent Trustees"), were
presented with information to assist them in evaluating the Reorganization, such
as: (a) the terms and conditions of the Reorganization; (b) the compatibility of
the Funds' objectives, limitations and policies; (c) performance history for the
Funds; (d) pro forma and/or estimated expense ratios for the Acquiring Funds and
any changes in fees to be paid or borne by shareholders of the Funds (directly
or indirectly) after the Reorganization; (e) the potential economies of scale to
be gained from the Reorganization; (f) the fact that the Reorganization is
expected to be free from Federal income taxes; (g) any direct or indirect
Federal income tax consequences to the shareholders of the Funds; (h) the fact
that the Acquiring Funds will assume all of the liabilities of the Selling
Funds; (i) the fact that the Reorganization expenses incurred by the Funds will
be borne by AAAM and/or its affiliates (but not the Funds); (j) the fact that
the existing waivers for the Selling Funds will not be extended beyond September
30, 2003; and (k) the fact that services to be provided to shareholders of the
Funds after the Reorganization would remain the same. The Board, including all
of the Independent Trustees, considered the above information, as well as other
information, before approving the Reorganization Agreement.
At the meeting, the Board, including all of the Independent Trustees,
determined that the Reorganization is in the best interests of each Selling Fund
and its shareholders and that the interests of existing Selling Fund
shareholders will not be diluted as a result of the Reorganization. The Board,
including all of the Independent Trustees, also determined that the
Reorganization is in the best interests of each Acquiring Fund and its
shareholders and that the interests of existing Acquiring Fund shareholders will
not be diluted as a result of the Reorganization.
The Board, including the Independent Trustees, concluded that the proposed
Reorganization was the best course available to the Selling Funds from among the
possible alternatives, including liquidation. In reaching that conclusion, the
Board noted the small size of the Selling Funds, and concluded that upon the
termination of the expense caps in September 2003 the actual expense ratios of
the Selling Funds would be significantly higher than those of the Acquiring
Funds. The Board also noted that the Funds would not bear any expenses in
connection with the Reorganization. In addition, the Board noted the superior
investment performance of the Acquiring Funds as compared to the Selling Funds.
In light of the superior investment performance, the Board concluded that it was
reasonable for the ABN AMRO Small Cap Fund to reorganize with a fund with a
higher contractual advisory fee. Moreover, based upon investment advisory fees
charged by peer funds, the Board concluded that the contractual advisory fee
paid by the ABN AMRO/TAMRO Small Call Fund was reasonable. Based upon the
expected lower expense ratios after September 2003, coupled with the Board's
belief that the Acquiring Funds will experience better investment performance
and the fact that the Funds will
12
not bear any costs associated with the Reorganization, the Board, including all
the Independent Trustees, concluded that the interests of existing shareholders
would not be diluted as a result of the Reorganization.
BASED ON THIS INFORMATION, THE BOARD RECOMMENDS THAT THE SHAREHOLDERS OF
EACH OF THE ABN AMRO GROWTH FUND AND THE ABN AMRO SMALL CAP FUND APPROVE THE
REORGANIZATION.
SHAREHOLDER RIGHTS
General. The Trust is an open-end management investment company
established as a Delaware business trust pursuant to a Trust Instrument dated
September 8, 1993. The Trust is also governed by its By-Laws and applicable
Delaware law.
Shares. The Trust is authorized to issue an unlimited number of shares of
beneficial interest, without par value, from an unlimited number of series of
shares. Currently, the Trust consists of over [25] separate investment series
offering up to five classes of shares: Class N Shares, Class I Shares, Class S
Shares, Class Y Shares and Class YS Shares. The five classes differ with respect
to minimum investment requirements, distribution fees and shareholder servicing
costs, as set forth in the prospectuses. The shares of the Funds have no
preference as to conversion features, exchange privileges or other attributes,
and have no preemptive rights.
Voting Rights. On any matter submitted to a vote of shareholders, all
shares entitled to vote are voted on by individual series or class, except that:
(i) when so required by the 1940 Act, then shares are voted in the aggregate and
not by individual series or class; and (ii) when the trustees of the Trust have
determined that the matter only affects the interest of one or more series or
class, then only shareholders of such series or class are entitled to vote.
Shareholder Meetings. The Trust is not required to hold annual meetings of
shareholders, but may hold special meetings of shareholders under certain
circumstances. A special meeting of shareholders may be called at any time by
the trustees or on the written request of shareholders owning at least one-tenth
of the outstanding shares entitled to vote.
Election and Term of Trustees. The Trust's affairs are supervised by the
trustees under the laws governing business trusts in the State of Delaware.
Subject to 1940 Act requirements, trustees may be elected by shareholders or
appointed by the Board. Under the Trust's By-Laws, trustees hold office until
the end of the fiscal year in which the trustee attains 72 years of age, until
their successors are duly elected and qualified, or until their death, removal
or resignation. A trustee may be removed at any time by written instrument
signed by at least two-thirds of the number of trustees prior to such removal or
by a vote of shareholders owning at least two-thirds of the outstanding shares.
Shareholder Liability. Pursuant to Delaware law and the Trust's Trust
Instrument, shareholders of the Funds generally are not personally liable for
the acts, omissions or obligations of the trustees or the Trust.
Trustee Liability. Pursuant to Delaware law and the Trust's Trust
Instrument, trustees are not personally liable to any person other than the
Trust and the shareholders for any act, omission or obligation of the Trust or
another trustee. Pursuant to the Trust's Trust Instrument, trustees are not
personally liable for any act or omission he or she takes while acting as a
trustee or for any act or omission of any other person or party, except that
trustees are not protected against liability to the Trust or to shareholders
resulting from his or her willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved as a trustee. The Trust generally
indemnifies trustees against all liabilities and expenses incurred by reason of
being a trustee, except for liabilities and expenses arising from the trustee's
willful misfeasance, gross negligence or reckless disregard of his or her duties
as a trustee.
THE FOREGOING IS ONLY A SUMMARY OF CERTAIN RIGHTS OF SHAREHOLDERS OF THE
FUNDS UNDER THE TRUST'S GOVERNING CHARTER DOCUMENTS, BY-LAWS AND STATE LAW, AND
IS NOT A COMPLETE DESCRIPTION OF PROVISIONS CONTAINED IN THOSE SOURCES.
SHAREHOLDERS SHOULD REFER TO THE PROVISIONS OF THOSE DOCUMENTS AND STATE LAW
DIRECTLY FOR A MORE THOROUGH DESCRIPTION.
13
ADDITIONAL INFORMATION
Information concerning the operation and management of the Funds is
included in the current prospectus relating to the Funds, which is incorporated
herein by reference insofar as such prospectus relates to the Funds
participating in the Reorganization and a copy of which accompanies this Proxy
Statement/Prospectus. Additional information about the Funds is included in the
Statement of Additional Information for the Funds dated March 1, 2002, which is
available upon request and without charge by calling 1-800-992-8151.
The Funds are subject to the informational requirements of the Securities
Exchange Act of 1934 and the 1940 Act, and in accordance therewith file reports
and other information, including proxy material and charter documents, with the
SEC. These items may be inspected and copied at the Public Reference Facilities
maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the SEC's regional offices in New York at 233 Broadway, New York, New York 10279
and in Chicago at 175 West Jackson Boulevard, Suite 900, Chicago, Illinois
60604. Copies of such items can be obtained from the Public Reference Branch,
Office of Consumer Affairs, SEC, Washington, D.C. 20549 at prescribed rates.
Interest of Certain Persons in the Reorganization. ABN AMRO Bank N.V. may
be deemed to have an interest in the Reorganization because certain of its
subsidiaries provide investment advisory services to the Funds pursuant to
advisory agreements with the Funds. Future growth of the Funds can be expected
to increase the total amount of fees payable to these subsidiaries and to reduce
the number of fees required to be waived to maintain total fees of the Funds at
agreed upon levels.
Fiscal Year End and Financial Statements. The fiscal year end of each Fund
is October 31.
The financial statements of the Funds contained in the Funds' annual report
to shareholders for the fiscal year ended October 31, 2001 have been audited by
Ernst & Young LLP, their independent auditor. These financial statements for the
Funds are incorporated by reference into this Proxy Statement/Prospectus insofar
as such financial statements relate to the Funds participating in the
Reorganization, and not to any other Funds that are described therein. The Funds
will furnish, without charge, a copy of their most recent semi-annual report
succeeding such annual report, if any, on request. Requests should be directed
to the Funds at P.O. Box 9765, Providence, Rhode Island 02940, or by calling
1-800-992-8151.
THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
APPROVAL OF THE REORGANIZATION.
VOTING MATTERS
General Information. This Proxy Statement/Prospectus is being furnished in
connection with the solicitation of proxies by the Board of Trustees of the
Trust. It is expected that the solicitation of proxies will be primarily by
mail. Officers and service contractors of the Trust may also solicit proxies by
telephone, facsimile, Internet or in person. The cost of solicitation will be
borne by AAAM and/or its affiliates.
Voting Rights and Required Vote. Shareholders of the ABN AMRO Growth Fund
and the ABN AMRO Small Cap Fund are entitled to one vote for each full share
held and fractional votes for fractional shares. One-third of the shares of each
Fund entitled to vote, present in person or by proxy, constitutes a quorum.
Approval of the Reorganization with respect to each Fund requires the vote of a
majority of the shares of each Fund entitled to vote, present in person or by
proxy, on the approval. Any shareholder giving a proxy may revoke it at any time
before it is exercised by submitting to the Trust a written notice of revocation
or a subsequently executed proxy or by attending the Meeting and voting in
person. The proposed Reorganization of the Funds will be voted upon separately
by the shareholders of each Fund. The consummation of each Fund's Reorganization
is not conditioned on the approval of the Reorganization by the other Fund.
Shares represented by a properly executed proxy will be voted in accordance
with the instructions thereon, or if no specification is made, the shares will
be voted "FOR" the approval of the Reorganization. It is not anticipated that
any matters other than the approval of the Reorganization will be brought before
the Meeting. Should other business properly be brought before the Meeting, it is
intended that the accompanying
14
proxies will be voted in accordance with the judgment of the persons named as
such proxies. For the purposes of determining the presence of a quorum for
transacting business at the Meeting, abstentions and broker "non-votes" (that
is, proxies from brokers or nominees indicating that such persons have not
received instructions from the beneficial owners or other persons entitled to
vote shares on a particular matter with respect to which the brokers or nominees
do not have discretionary power) will be treated as shares that are present but
which have not been voted. For this reason, abstentions and broker non-votes
will have the effect of a "no" vote for purposes of obtaining the requisite
approval of the Reorganization.
If sufficient votes in favor of the proposals set forth in the Notice of
the Special Meeting are not received by the time scheduled for the Meeting, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. Any such adjournment will require more
votes cast in favor than against such adjournment. The persons named as proxies
will vote upon such adjournment after consideration of all circumstances that
may bear upon a decision to adjourn the Meeting. Any business that might have
been transacted at the Meeting originally called may be transacted at any such
adjourned session(s) at which a quorum is present. The costs of any additional
solicitation and of any adjourned session(s) will be borne by AAAM and/or its
affiliates.
Record Date and Outstanding Shares. Only shareholders of record of the ABN
AMRO Growth Fund and the ABN AMRO Small Cap Fund at the close of business on
July 18, 2002 (the "Record Date") are entitled to notice of and to vote at the
Meeting and any postponement or adjournment thereof. At the close of business on
the Record Date, 1,756,603 shares of the ABN AMRO Growth Fund were outstanding
and entitled to voted and 815,335 shares of the ABN AMRO Small Cap Fund were
outstanding and entitled to vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Acquiring Funds. As of the Record Date, the officers and Trustees of the
Trust as a group, beneficially owned less than 1% of the outstanding shares of
each of the ABN AMRO/Chicago Capital Growth Fund and the ABN AMRO/TAMRO Small
Cap Fund. As of the Record Date, to the best of the knowledge of the Trust, the
following persons owned of record or beneficially 5% or more of the outstanding
shares of the ABN AMRO/Chicago Capital Growth Fund and the ABN AMRO/TAMRO Small
Cap Fund:
<Table>
<Caption>
PERCENTAGE TYPE OF
NAME AND ADDRESS FUND OWNERSHIP OWNERSHIP
---------------- ------------------------------- ---------- ----------
Stetson & Co. ABN AMRO/Chicago Capital Growth 34.60% Beneficial
c/o ABN AMRO Trust Services Co. Fund
161 N. Clark St., 10th Fl.
Chicago, IL 60601
Wells Fargo Bank MN NA Cust. ABN AMRO/Chicago Capital Growth 16.32% Record
FBO Fidelity National Financial Fund
401(k) PSP DTD 12/15/00
P.O. Box 1533
Minneapolis, MN 55480
Charles Schwab & Co. Inc. ABN AMRO/Chicago Capital Growth 12.00% Record
Special Custody Acct. for Fund
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
Miter & Co. ABN AMRO/Chicago Capital Growth 5.70% Beneficial
M&I Trust Co./Outsourcing Fund
P.O. Box 2977
Milwaukee, WI 53201-2977
</Table>
15
<Table>
<Caption>
PERCENTAGE TYPE OF
NAME AND ADDRESS FUND OWNERSHIP OWNERSHIP
---------------- ------------------------------- ---------- ----------
Miter & Co. ABN AMRO/TAMRO Small Cap Fund 33.93% Beneficial
M&I Trust Co./Outsourcing
P.O. Box 2977
Milwaukee, WI 53201-2977
Stetson & Co. ABN AMRO/TAMRO Small Cap Fund 19.75% Beneficial
c/o ABN AMRO Trust Services Co.
161 N. Clark St., 10th Fl.
Chicago, IL 60601
LaSalle Bank NA ABN AMRO/TAMRO Small Cap Fund 18.05% Record
Omnibus Account
P.O. Box 1443
Chicago, IL 60690-1443
</Table>
Selling Funds. As of the Record Date, the officers and Trustees of the
Trust as a group, beneficially owned less than 1% of the outstanding shares of
each of the ABN AMRO Growth Fund and the ABN AMRO Small Cap Fund. As of the
Record Date, to the best of the knowledge of the Trust, the following persons
owned of record or beneficially 5% or more of the outstanding shares of the ABN
AMRO Growth Fund and the ABN AMRO Small Cap Fund:
<Table>
<Caption>
PERCENTAGE TYPE OF
NAME AND ADDRESS FUND OWNERSHIP OWNERSHIP
---------------- ------------------------------- ---------- ----------
LaSalle National Bank as Trustee ABN AMRO Growth Fund 86.75% Record
Omnibus Account
P.O. Box 1443
Chicago, IL 60690-1443
National Financial Services ABN AMRO Growth Fund 5.20% Record
For the Exclusive Benefit of our
Customers
Attn: Mutual Funds Dept., 5th Fl.
200 Liberty St., 1 World Financial
Ctr.
New York, NY 10281
LaSalle National Bank as Trustee ABN AMRO Small Cap Fund 85.93% Record
Omnibus Account
P.O. Box 1443
Chicago, IL 60690-1443
</Table>
Expenses. In order to obtain the necessary quorum at the Meeting,
additional solicitations may be made by mail, telephone, telegraph, facsimile or
personal interview by representatives of the Trust, AAAM and/or their affiliates
or service providers at an estimated cost of approximately $3,000. All costs of
solicitation (including the printing and mailing of this proxy statement,
meeting notice and form of proxy, as well as any necessary supplementary
solicitations) will be paid by AAAM and/or its affiliates. Persons holding
shares as nominees will, upon request, be reimbursed for their reasonable
expenses in sending soliciting material to their principals.
OTHER BUSINESS
The Board of Trustees of the Trust knows of no other business to be brought
before the Meeting. However, if any other matters come before the Meeting, it is
the intention that proxies that do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named in the enclosed form of proxy.
16
SHAREHOLDER INQUIRIES
Shareholder inquiries may be addressed to the Trust in writing at P.O. Box
9765, Providence, Rhode Island 02940, or by calling 1-800-992-8151.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING ARE REQUESTED
TO VOTE USING THE METHODS DESCRIBED ON THE ENCLOSED PROXY CARDS.
By Order of the Board of Trustees,
Kenneth C. Anderson
President
ABN AMRO Funds
17
EXHIBIT A
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this day of , 2002, by and between ABN AMRO Funds, a Delaware
business trust (the "Trust") on behalf of the ABN AMRO/Chicago Capital Growth
Fund and ABN AMRO/TAMRO Small Cap Fund (each an "Acquiring Fund" and, together,
the "Acquiring Funds"), and ABN AMRO Growth Fund and ABN AMRO Small Cap Fund
(each a "Selling Fund" and, together the "Selling Funds" and, collectively with
the Acquiring Funds, the "Funds").
This Agreement is intended to be, and is adopted as, a Plan of
Reorganization within the meaning of Section 368 of the United States Internal
Revenue Code of 1986, as amended (the "Code") and the Treasury Regulations
promulgated thereunder. The reorganization will consist of: (i) the transfer of
all of the assets of each Selling Fund in exchange for Class N voting shares of
beneficial interest, no par value per share, of its corresponding Acquiring Fund
("Acquiring Fund Shares") as set forth on Schedule A attached hereto; (ii) the
assumption by each Acquiring Fund of the liabilities of each Selling Fund; and
(iii) the distribution of the Acquiring Fund Shares to the shareholders of each
Selling Fund and the liquidation of each Selling Fund as provided herein, all
upon the terms and conditions set forth in this Agreement (the
"Reorganization").
WHEREAS, each Fund is a separate series of the Trust, and the Trust is an
open-end, management investment company registered under the Investment Company
Act of 1940 (the "1940 Act");
WHEREAS, the Board of Trustees of the Trust has determined that the
Reorganization, with respect to each Acquiring Fund, is in the best interests of
each Acquiring Fund and that the interests of the existing shareholders of the
Acquiring Fund will not be diluted as a result of the Reorganization; and
WHEREAS, the Board of Trustees of the Trust has determined that the
Reorganization, with respect to each Selling Fund, is in the best interests of
the Selling Fund and that the interests of the existing shareholders of the
Selling Fund will not be diluted as a result of the Reorganization.
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
ARTICLE I
TRANSFER OF ASSETS OF THE SELLING FUNDS IN EXCHANGE FOR ACQUIRING
FUND SHARES AND LIQUIDATION OF THE SELLING FUNDS
1.1 THE EXCHANGE. Each Selling Fund agrees to transfer all of its assets,
as set forth in Section 1.2, to its corresponding Acquiring Fund. In exchange,
each Acquiring Fund agrees: (i) to deliver to its corresponding Selling Fund the
number of full and fractional Acquiring Fund Shares, computed in the manner set
forth in Section 2.3; and (ii) to assume all of the liabilities of the Selling
Fund, as set forth in Section 1.3. Such transactions shall take place at the
Closing Date provided for in Section 3.1.
1.2 ASSETS TO BE TRANSFERRED. Each Selling Fund shall transfer all of its
assets to its corresponding Acquiring Fund, including, without limitation, all
cash, securities, commodities, interests in futures and dividends or interest
receivables, owned by the Selling Fund and any deferred or prepaid expenses
shown as an asset on the books of such Selling Fund on the Closing Date.
Each Selling Fund will, within a reasonable period of time before the
Closing Date, furnish each Acquiring Fund with a list of the Selling Fund's
portfolio securities and other investments. Each Acquiring Fund will, within a
reasonable time before the Closing Date, furnish its corresponding Selling Fund
with a list of the securities, if any, on the Selling Fund's list referred to
above that do not conform to the Acquiring Fund's investment objectives,
policies, and restrictions. A Selling Fund, if requested by its corresponding
Acquiring Fund, will dispose of securities on the Acquiring Fund's list before
the Closing Date. In addition, if it is determined that the portfolios of a
Selling Fund and its corresponding Acquiring Fund, when aggregated, would
contain investments exceeding certain percentage limitations imposed upon the
Acquiring Fund with
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respect to such investments, the Selling Fund, if requested by the Acquiring
Fund, will dispose of a sufficient amount of such investments as may be
necessary to avoid violating such limitations as of the Closing Date.
Notwithstanding the foregoing, nothing herein will require a Selling Fund to
dispose of any investments or securities if, in the reasonable judgment of the
Selling Fund's trustees or investment adviser, such disposition would adversely
affect the tax-free nature of the Reorganization for federal income tax purposes
or would violate their fiduciary duties to the Selling Fund's shareholders.
1.3 LIABILITIES TO BE ASSUMED. Each Selling Fund will endeavor to
discharge all of its known liabilities and obligations to the extent possible
before the Closing Date. Notwithstanding the foregoing, any liabilities not so
discharged shall be assumed by the Acquiring Fund, which assumed liabilities
shall include all of the Selling Fund's liabilities, debts, obligations, and
duties of whatever kind or nature, whether absolute, accrued, contingent, or
otherwise, whether or not arising in the ordinary course of business, whether or
not determinable at the Closing Date, and whether or not specifically referred
to in this Agreement.
1.4 LIQUIDATION AND DISTRIBUTION. On or as soon after its Closing Date as
is conveniently practicable (the "Liquidation Date"): (a) each Selling Fund will
distribute in complete liquidation of the Selling Fund, pro rata to its
shareholders of record, determined as of the close of business on the Valuation
Date (the "Selling Fund Shareholders"), all of the Acquiring Fund Shares
received by the Selling Fund pursuant to Section 1.1; and (b) the Selling Fund
will thereupon proceed to dissolve and terminate as set forth in Section 1.9
below. Such distribution will be accomplished by the transfer of Acquiring Fund
Shares credited to the account of the Selling Fund on the books of the Acquiring
Fund to open accounts on the share records of the Acquiring Fund in the name of
the Selling Fund Shareholders, and representing the respective pro rata number
of Acquiring Fund Shares due such shareholders. All issued and outstanding
shares of the Selling Fund will simultaneously be canceled on the books of the
Selling Fund. The Acquiring Fund shall not issue certificates representing
Acquiring Fund Shares in connection with such transfer.
1.5 OWNERSHIP OF SHARES. Ownership of Acquiring Fund Shares will be shown
on the books of the Acquiring Funds' transfer agent. Shares of each Acquiring
Fund will be issued simultaneously to its corresponding Selling Fund, in an
amount equal in value to the aggregate net asset value of each Selling Fund's
shares, to be distributed to Selling Fund shareholders.
1.6 TRANSFER TAXES. Any transfer taxes payable upon the issuance of
Acquiring Fund Shares in a name other than the registered holder of the Selling
Fund shares on the books of the Selling Fund as of that time shall, as a
condition of such issuance and transfer, be paid by the person to whom such
Acquiring Fund Shares are to be issued and transferred.
1.7 TERMINATION. Each Selling Fund shall be terminated promptly following
the respective Closing Date and the making of all distributions pursuant to
Section 1.4.
1.8 RELATIONSHIP OF TRANSACTIONS. Subject to the conditions set forth in
this Agreement, the failure of one of the Selling Funds to consummate the
transactions contemplated hereby shall not affect the consummation or validity
of the Reorganization with respect to any other Selling Fund, and the provisions
of this Agreement shall be construed to effect this intent, including, without
limitation, as the context requires, construing the terms "Acquiring Fund" and
"Selling Fund" as meaning only those series of the Trust, which are involved in
the Reorganization as of the Closing Date.
ARTICLE II
VALUATION
2.1 VALUATION OF ASSETS. The value of a Selling Fund's net assets shall
be the value of such assets on the business day immediately prior to the Closing
Date (such time and date being hereinafter called the "Valuation Date"), using
the valuation procedures set forth in the Trust's Trust Instrument and each
Acquiring Fund's then current prospectus and statement of additional information
or such other valuation procedures as shall be mutually agreed upon by the
parties.
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2.2 VALUATION OF SHARES. The net asset value per share of Acquiring Fund
Shares shall be the net asset value per share computed on the Valuation Date,
using the valuation procedures set forth in the Trust's Trust Instrument and
each Acquiring Fund's then current prospectuses and statements of additional
information, or such other valuation procedures as shall be mutually agreed upon
by the parties.
2.3 SHARES TO BE ISSUED. The number of Acquiring Fund Shares to be issued
(including fractional shares, if any) in exchange for the corresponding Selling
Fund's net assets, shall be determined by dividing the Selling Fund's net assets
determined in accordance with Section 2.1, by the Acquiring Fund's net asset
value per share determined in accordance with Section 2.2.
2.4 EFFECT OF SUSPENSION IN TRADING. In the event that on the Valuation
Date, either: (a) the NYSE or another primary exchange on which the portfolio
securities of an Acquiring Fund or a Selling Fund are purchased or sold, shall
be closed to trading or trading on such exchange shall be restricted; or (b)
trading or the reporting of trading on the NYSE or elsewhere shall be disrupted
so that accurate appraisal of the value of the net assets of an Acquiring Fund
or a Selling Fund is impracticable, the Valuation Date shall be postponed until
the first business day after the day when trading is fully resumed and reporting
is restored.
ARTICLE III
CLOSINGS AND CLOSING DATE
3.1 CLOSING DATE. The Closing Date shall be September 21, 2002 or such
other date as the parties may agree. All acts taking place at the Closing shall
be deemed to take place immediately prior to the Closing Date unless otherwise
provided. The Closing shall be held as of 8:00 a.m. Central time (the "Effective
Time") at the offices of PFPC Inc., 4400 Computer Drive, Westborough,
Massachusetts 01581, or at such other time and/or place as the parties may
agree.
3.2 CUSTODIAN'S CERTIFICATE. J.P. Morgan Chase & Company, as custodian
for each Selling Fund (the "Custodian"), shall deliver at the Closing a
certificate of an authorized officer stating that: (a) each Selling Fund's
portfolio securities, cash, and any other assets shall have been delivered in
proper form to its corresponding Acquiring Fund on the Closing Dates; and (b)
all necessary taxes including all applicable federal and state stock transfer
stamps, if any, shall have been paid, or provision for payment shall have been
made, in conjunction with the delivery of portfolio securities by the Selling
Fund.
3.3 TRANSFER AGENT'S CERTIFICATE. PFPC Inc., as transfer agent for each
Selling Fund as of the Closing Date, shall deliver at the Closing a certificate
of an authorized officer stating that its records contain the names and
addresses of Selling Fund Shareholders, and the number and percentage ownership
of outstanding shares owned by each such shareholder immediately prior to the
Closing. Each Acquiring Fund shall issue and deliver or cause PFPC Inc., its
transfer agent, to issue and deliver a confirmation evidencing Acquiring Fund
Shares to be credited on the Closing Date to the Secretary of the Trust or
provide evidence satisfactory to the Selling Fund that such Acquiring Fund
Shares have been credited to the Selling Fund's account on the books of the
Acquiring Fund. At the Closing, each party shall deliver to the other such bills
of sale, checks, assignments, share certificates, receipts and other documents,
if any, as such other party or its counsel may reasonably request.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1 REPRESENTATIONS OF THE SELLING FUND. The Trust, on behalf of each
Selling Fund, represents and warrants as follows:
(a) The Trust is a voluntary association duly organized, validly
existing and in good standing under the laws of the State of Delaware.
(b) The Selling Fund is a separate series of the Trust duly authorized
in accordance with the applicable provisions of the Trust's Trust
Instrument.
A-3
(c) The Trust is registered as an open-end management investment
company under the 1940 Act, and such registration is in full force and
effect.
(d) The Selling Fund is not, and the execution, delivery, and
performance of this Agreement (subject to shareholder approval) will not,
result in the violation of any provision of the Trust's Trust Instrument or
By-Laws or of any material agreement, indenture, instrument, contract,
lease, or other undertaking to which the Selling Fund is a party or by
which it is bound.
(e) Except as otherwise disclosed in writing to and accepted by the
Acquiring Fund, the Selling Fund has no material contracts or other
commitments (other than this Agreement) that will be terminated with
liability to it before the Closing Date.
(f) No litigation, administrative proceeding, or investigation of or
before any court or governmental body is presently pending or to its
knowledge threatened against the Selling Fund or any of its properties or
assets, which, if adversely determined, would materially and adversely
affect its financial condition, the conduct of its business, or the ability
of the Selling Fund to carry out the transactions contemplated by this
Agreement. The Selling Fund knows of no facts that might form the basis for
the institution of such proceedings and is not a party to or subject to the
provisions of any order, decree, or judgment of any court or governmental
body that materially and adversely affects its business or its ability to
consummate the transactions contemplated herein.
(g) The financial statements of the Selling Fund as of October 31,
2001, and for the fiscal year then ended have been prepared in accordance
with generally accepted accounting principles, and such statements (copies
of which have been furnished to the Acquiring Funds) fairly reflect the
financial condition of the Selling Fund as of October 31, 2001, and there
are no known contingent liabilities of the Selling Fund as of such date
that are not disclosed in such statements.
(h) Since the date of the financial statements referred to in
subsection (g) above, there have been no material adverse changes in the
Selling Fund's financial condition, assets, liabilities or business (other
than changes occurring in the ordinary course of business). For the
purposes of this subsection (h), a decline in the net asset value of the
Selling Fund shall not constitute a material adverse change.
(i) All federal, state, local and other tax returns and reports of the
Selling Fund required by law to be filed, have been filed, and all federal,
state, local and other taxes required to be paid (whether or not a return
or report is required) have been paid, or provision shall have been made
for the payment thereof. To the best of the Selling Fund's knowledge, no
tax authority is currently auditing or preparing to audit, such Selling
Fund, and no assessment has been asserted against a Selling Fund.
(j) All issued and outstanding shares of the Selling Fund are duly and
validly issued and outstanding, fully paid and non-assessable by the
Selling Fund. All of the issued and outstanding shares of the Selling Fund
will, at the time of the Closing Date, be held by the persons and in the
amounts set forth in the records of the Selling Fund's transfer agent as
provided in Section 3.3. The Selling Fund has no outstanding options,
warrants, or other rights to subscribe for or purchase any of the Selling
Fund shares, and has no outstanding securities convertible into any of the
Selling Fund shares.
(k) At the Closing Date, the Selling Fund will have good and
marketable title to the Selling Fund's assets to be transferred to the
Acquiring Fund pursuant to Section 1.2, and full right, power, and
authority to sell, assign, transfer, and deliver such assets, the Acquiring
Fund will acquire good and marketable title thereto.
(l) The execution, delivery and performance of this Agreement have
been duly authorized by all necessary action on the part of the Selling
Fund. Subject to approval by the Selling Fund Shareholders, this Agreement
constitutes a valid and binding obligation of the Selling Fund, enforceable
in accordance with its terms, subject as to enforcement, to bankruptcy,
insolvency, reorganization, moratorium, and other laws relating to or
affecting creditors' rights and to general equity principles.
(m) The information to be furnished by the Selling Fund for use in
no-action letters, applications for orders, registration statements, proxy
materials, and other documents that may be necessary in
A-4
connection with the transactions contemplated herein shall be accurate and
complete in all material respects and shall comply in all material respects
with federal securities and other laws and regulations.
(n) From the effective date of the Registration Statement (as defined
in Section 5.7), through the time of the meeting of the Selling Fund
Shareholders and on each Closing Date, any written information furnished by
the Trust with respect to the Selling Fund for use in the Proxy Materials
(as defined in Section 5.7), or any other materials provided in connection
with the Reorganization, does not and will not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
or necessary to make the statements, in light of the circumstances under
which such statements were made, not misleading.
(o) For each taxable year of its operations including the short
taxable year ending with the Closing Date, the Selling Fund has elected to
qualify, and has qualified, as a "regulated investment company" under the
Code (a "RIC").
4.2 REPRESENTATIONS OF THE ACQUIRING FUNDS. The Trust, on behalf of each
Acquiring Fund, represents and warrants as follows:
(a) The Trust is a voluntary association, duly organized, validly
existing and in good standing under the laws of the State of Delaware.
(b) The Acquiring Fund is a separate series of the Trust duly
authorized in accordance with the applicable provisions of the Trust's
Trust Instrument.
(c) The Trust is registered as an open-end management investment
company under the 1940 Act, and such registration is in full force and
effect.
(d) The Acquiring Fund is not, and the execution, delivery and
performance of this Agreement will not, result in a violation of the
Trust's Trust Instrument or By-Laws or of any material agreement,
indenture, instrument, contract, lease, or other undertaking to which the
Acquiring Fund is a party or by which it is bound.
(e) No litigation, administrative proceeding or investigation of or
before any court or governmental body is presently pending or to its
knowledge threatened against the Acquiring Fund or any of its properties or
assets, which, if adversely determined, would materially and adversely
affect its financial condition, the conduct of its business or the ability
of the Acquiring Fund to carry out the transactions contemplated by this
Agreement. The Acquiring Fund knows of no facts that might form the basis
for the institution of such proceedings and it is not a party to or subject
to the provisions of any order, decree, or judgment of any court or
governmental body that materially and adversely affects its business or its
ability to consummate the transaction contemplated herein.
(f) The financial statements of the Acquiring Fund as of October 31,
2001 and for the fiscal year then ended have been prepared in accordance
with generally accepted accounting principles, and such statements (copies
of which have been furnished to the Selling Funds) fairly reflect the
financial condition of the Acquiring Fund as of October 31, 2001, and there
are no known contingent liabilities of the Acquiring Fund as of such date
that are not disclosed in such statements.
(g) Since the date of the financial statements referred to in
subsection (f) above, there have been no material adverse changes in the
Acquiring Fund's financial condition, assets, liabilities or business
(other than changes occurring in the ordinary course of business). For the
purposes of this subsection (g), a decline in the net asset value of the
Acquiring Fund shall not constitute a material adverse change.
(h) All federal, state, local and other tax returns and reports of the
Acquiring Fund required by law to be filed, have been filed. All federal,
state, local and other taxes required to be paid (whether or not a return
or report is required) have been paid or provision shall have been made for
their payment. To the best of the Acquiring Fund's knowledge, no tax
authority is currently auditing or preparing to audit such Acquiring Fund,
and no assessment has been asserted against an Acquiring Fund.
A-5
(i) All issued and outstanding Acquiring Fund Shares are duly and
validly issued and outstanding, fully paid and non-assessable by the
Acquiring Fund. The Acquiring Fund has no outstanding options, warrants, or
other rights to subscribe for or purchase any Acquiring Fund Shares, and
there are no outstanding securities convertible into any Acquiring Fund
Shares.
(j) The execution, delivery and performance of this Agreement have
been duly authorized by all necessary action on the part of the Acquiring
Fund, and this Agreement constitutes a valid and binding obligation of the
Acquiring Fund, enforceable in accordance with its terms, subject as to
enforcement, to bankruptcy, insolvency, reorganization, moratorium, and
other laws relating to or affecting creditors' rights and to general equity
principles.
(k) The Acquiring Fund Shares to be issued and delivered to the
Selling Fund for the account of the Selling Fund Shareholders pursuant to
the terms of this Agreement will, at the Closing Date, have been duly
authorized. When so issued and delivered, such shares will be duly and
validly issued Acquiring Fund Shares, and will be fully paid and
non-assessable.
(l) The information to be furnished by the Acquiring Fund for use in
no-action letters, applications for orders, registration statements, proxy
materials, and other documents that may be necessary in connection with the
transactions contemplated herein shall be accurate and complete in all
material respects and shall comply in all material respects with federal
securities and other laws and regulations.
(m) From the effective date of the Registration Statement (as defined
in Section 5.7), through the time of the meeting of the Selling Fund
Shareholders and on the Closing Date, any written information furnished by
the Trust with respect to the Acquiring Fund for use in the Proxy Materials
(as defined in Section 5.7), or any other materials provided in connection
with the Reorganization, does not and will not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
or necessary to make the statements, in light of the circumstances under
which such statements were made, not misleading.
(n) For each taxable year of its operations, the Acquiring Fund has
elected to qualify, has qualified and intends to continue to qualify as a
RIC under the Code.
(o) The Acquiring Fund agrees to use all reasonable efforts to obtain
the approvals and authorizations required by the 1933 Act, the 1940 Act,
and any state securities laws as it may deem appropriate in order to
continue its operations after the Closing Date.
ARTICLE V
COVENANTS OF THE FUNDS
5.1 OPERATION IN ORDINARY COURSE. Each Acquiring Fund and Selling Fund
will operate its respective business in the ordinary course between the date of
this Agreement and the Closing Date, it being understood that such ordinary
course of business will include customary dividends and distributions, any other
distribution necessary or desirable to avoid federal income or excise taxes, and
shareholder purchases and redemptions.
5.2 APPROVAL OF SHAREHOLDERS. The Trust will call a special meeting of
Selling Fund Shareholders to consider and act upon this Agreement (or
transactions contemplated thereby) and to take all other appropriate action
necessary to obtain approval of the transactions contemplated herein.
5.3 INVESTMENT REPRESENTATION. Each Selling Fund covenants that the
Acquiring Fund Shares to be issued pursuant to this Agreement are not being
acquired for the purpose of making any distribution, other than in connection
with the Reorganization and in accordance with the terms of this Agreement.
5.4 ADDITIONAL INFORMATION. Each Selling Fund will assist its
corresponding Acquiring Fund in obtaining such information as the Acquiring Fund
reasonably requests concerning the beneficial ownership of the Selling Fund's
shares.
A-6
5.5 FURTHER ACTION. Subject to the provisions of this Agreement, each
Fund will take or cause to be taken, all action, and do or cause to be done, all
things reasonably necessary, proper or advisable to consummate and make
effective the transactions contemplated by this Agreement, including any actions
required to be taken after the Closing Date.
5.6 STATEMENT OF EARNINGS AND PROFITS. As promptly as practicable, but in
any case within sixty days after the Closing Date, each Selling Fund shall
furnish its corresponding Acquiring Fund, in such form as is reasonably
satisfactory to the Acquiring Fund, a statement of the earnings and profits of
the Selling Fund for federal income tax purposes that will be carried over by
the Acquiring Fund as a result of Section 381 of the Code, and which will be
certified by the Trust's Treasurer.
5.7 PREPARATION OF REGISTRATION STATEMENT AND PROXY MATERIALS. The Trust
will prepare and file with the Commission a registration statement on Form N-14
relating to the Acquiring Fund Shares to be issued to shareholders of the
Selling Funds (the "Registration Statement"). The Registration Statement shall
include a proxy statement and a prospectus of each Acquiring Fund relating to
the transaction contemplated by this Agreement. The Registration Statement shall
be in compliance with the 1933 Act, the 1934 Act and the 1940 Act, as
applicable. Each party will provide the other party with the materials and
information necessary to prepare the proxy statement (the "Proxy Materials"),
for inclusion therein, in connection with the meeting of the Selling Funds'
Shareholders to consider the approval of this Agreement and the transactions
contemplated herein.
ARTICLE VI
CONDITION PRECEDENT TO OBLIGATIONS OF EACH SELLING FUND
The obligations of each Selling Fund to consummate the transactions
provided for herein shall be subject to the following condition:
6.1 All representations, covenants, and warranties of the Acquiring Fund
contained in this Agreement shall be true and correct in all material respects
as of the date hereof and as of the Closing Date, with the same force and effect
as if made on and as of that Closing Date. Each Acquiring Fund shall have
delivered to its corresponding Selling Fund a certificate executed in the
Acquiring Fund's name by the Trust's President or Vice President and its
Treasurer or Assistant Treasurer, in form and substance satisfactory to the
Selling Fund and dated as of the Closing Date, to such effect and as to such
other matters as the Selling Fund shall reasonably request.
ARTICLE VII
CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH ACQUIRING FUND
The obligations of each Acquiring Fund to consummate the transactions
provided for herein shall be subject to the following conditions:
7.1 All representations, covenants, and warranties of a Selling Fund
contained in this Agreement shall be true and correct in all material respects
as of the date hereof and as of the Closing Date, with the same force and effect
as if made on and as of such Closing Date. Each Selling Fund shall have
delivered to its corresponding Acquiring Funds on such Closing Date a
certificate executed in the Selling Fund's name by the Trust's President or Vice
President and the Treasurer or Assistant Treasurer, in form and substance
satisfactory to the Acquiring Fund and dated as of such Closing Date, to such
effect and as to such other matters as the Acquiring Fund shall reasonably
request.
7.2 The Selling Fund shall have delivered to its corresponding Acquiring
Fund a statement of the Selling Fund's assets and liabilities, together with a
list of the Selling Fund's portfolio securities showing the tax costs of such
securities by lot and the holding periods of such securities, as of the Closing
Date, certified by the Treasurer of the Trust.
A-7
ARTICLE VIII
FURTHER CONDITIONS PRECEDENT
The obligations of each Selling Fund or its corresponding Acquiring Fund
hereunder shall also be subject to the following:
8.1 This Agreement and the transactions contemplated herein, with respect
to each Selling Fund, shall have been approved by the requisite vote of the
holders of the outstanding shares of each Selling Fund in accordance with
applicable law and the provisions of the Trust's Trust Instrument and By-Laws.
Notwithstanding anything herein to the contrary, neither an Acquiring Fund nor a
Selling Fund may waive the conditions set forth in this Section 8.1.
8.2 On the Closing Date, the Commission shall not have issued an
unfavorable report under Section 25(b) of the 1940 Act, or instituted any
proceeding seeking to enjoin the consummation of the transactions contemplated
by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action,
suit or other proceeding shall be threatened or pending before any court or
governmental agency in which it is sought to restrain or prohibit, or obtain
damages or other relief in connection with this Agreement or the transactions
contemplated herein.
8.3 All required consents of other parties and all other consents, orders,
and permits of federal, state and local regulatory authorities (including those
of the Commission and of state securities authorities, including any necessary
"no-action" positions and exemptive orders from such federal and state
authorities) to permit consummation of the transactions contemplated herein
shall have been obtained.
8.4 The Registration Statement shall have become effective under the 1933
Act, and no stop orders suspending the effectiveness thereof shall have been
issued. To the best knowledge of the parties to this Agreement, no investigation
or proceeding for that purpose shall have been instituted or be pending,
threatened or contemplated under the 1933 Act.
8.5 Each Selling Fund shall have declared and paid a dividend or dividends
which, together with all previous such dividends, shall have the effect of
distributing to its shareholders all of the Selling Fund's investment company
taxable income for all taxable periods ending on or before the Closing Date
(computed without regard to any deduction for dividends paid), if any, plus the
excess of its interest income, if any, excludible from gross income under
Section 103(a) of the Code over its deduction disallowed under Sections 265 and
171(a)(2) of the Code for all taxable periods ending on or before such Closing
Date and all of its net capital gains realized in all taxable periods ending on
or before such Closing Date (after reduction for any capital loss carry
forward).
8.6 The parties shall have received on the Closing Date an opinion from
Vedder, Price, Kaufman & Kammholz, counsel to the Trust, dated as of such
Closing Date, covering the following points:
(a) Each Fund is a legally designated, separate series of the Trust,
and the Trust is a business trust, validly existing under the laws of the
State of Delaware, which, to such counsel's knowledge, has the power to own
all of its properties and assets and to carry on its business as presently
conducted.
(b) The Trust is registered as an investment company under the 1940
Act, and, to such counsel's knowledge, such registration under the 1940 Act
is in full force and effect.
(c) Assuming that consideration of not less than the net asset value
of Selling Fund Shares has been paid, and assuming that such shares were
issued in accordance with the terms of each Selling Fund's registration
statement, or any amendment thereto, in effect at the time of such
issuance, all issued and outstanding shares of the Selling Fund are legally
issued and fully paid and non-assessable, and no shareholder of a Selling
Fund has any preemptive rights with respect to the Selling Fund's shares.
(d) Assuming that the Acquiring Fund Shares have been issued in
accordance with the terms of this Agreement, the Acquiring Fund Shares to
be issued and delivered to each Selling Fund on behalf of the Selling Fund
Shareholders, as provided by this Agreement, are duly authorized and upon
such
A-8
delivery will be legally issued and outstanding and fully paid and
non-assessable, and no shareholder of an Acquiring Fund has any preemptive
rights with respect to Acquiring Fund Shares.
(e) The Registration Statement is effective and to such counsel's
knowledge, no stop order under the 1933 Act pertaining thereto has been
issued, and to the knowledge of such counsel, no consent, approval,
authorization or order of any court or governmental authority of the United
States or the State of Delaware is required for consummation by the Funds
of the transactions contemplated herein, except as have been obtained.
(f) The execution and delivery of this Agreement did not, and the
consummation of the transactions contemplated herein will not, result in a
violation of the Trust's Trust Instrument (assuming approval of Selling
Fund Shareholders has been obtained) or By-Laws or any provision of any
material agreement, indenture, instrument, contract, lease or other
undertaking (in each case known to such counsel) to which a Fund is a party
or by which a Fund or any of its properties may be bound.
8.7 The parties to each Reorganization shall have received an opinion of
Vedder, Price, Kaufman & Kammholz addressed to each Acquiring Fund and Selling
Fund involved in such Reorganization substantially to the effect that for
federal income tax purposes with respect to each Selling Fund:
(a) The transfer of all of the Selling Fund's assets in exchange for
Acquiring Fund Shares and the assumption by the Acquiring Fund of the
liabilities of the Selling Fund (followed by the distribution of Acquiring
Fund Shares to the Selling Fund Shareholders in complete dissolution and
liquidation of the Selling Fund) will constitute a "reorganization" within
the meaning of Section 368(a) of the Code and the Acquiring Fund and the
Selling Fund will each be a "party to a reorganization" within the meaning
of Section 368(b) of the Code.
(b) No gain or loss will be recognized by the Acquiring Fund upon the
receipt of the assets of the Selling Fund solely in exchange for Acquiring
Funds Share and the assumption by the Acquiring Fund of the liabilities of
the Selling Fund.
(c) No gain or loss will be recognized by the Selling Fund upon the
transfer of the Selling Fund's assets to the Acquiring Fund solely in
exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund
of the liabilities of the Selling Fund or upon the distribution (whether
actual or constructive) of Acquiring Fund Shares to the Selling Fund
Shareholders in exchange for such shareholders' shares of the Selling Fund.
(d) No gain or loss will be recognized by the Selling Fund
Shareholders upon the exchange of their Selling Fund shares for Acquiring
Fund Shares in the Reorganization.
(e) The aggregate tax basis of the Acquiring Fund Shares received by
each Selling Fund Shareholder pursuant to the Reorganization will be the
same as the aggregate tax basis of the Selling Fund shares exchanged
therefor by such shareholder. The holding period of Acquiring Fund Shares
to be received by each Selling Fund Shareholder will include the period
during which the Selling Fund shares exchanged therefor were held by such
shareholder, provided such Selling Fund shares are held as capital assets
at the time of the Reorganization.
(f) The tax basis of the Selling Fund's assets acquired by the
Acquiring Fund will be the same as the tax basis of such assets to the
Selling Fund immediately before the Reorganization. The holding period of
the assets of the Selling Fund in the hands of the Acquiring Fund will
include the period during which those assets were held by the Selling Fund.
Such opinion shall be based on customary assumptions and such
representations as Vedder, Price, Kaufman & Kammholz may reasonably request, and
each Selling Fund and Acquiring Fund will cooperate to make and certify the
accuracy of such representations. Notwithstanding anything herein to the
contrary, neither an Acquiring Fund nor a Selling Fund may waive the conditions
set forth in this Section 8.7.
A-9
ARTICLE IX
EXPENSES
9.1 ABN AMRO Asset Management (USA) LLC and/or affiliated persons thereof
will pay all expenses associated with the Reorganization. Reorganization
expenses include, without limitation: (a) expenses associated with the
preparation and filing of the Proxy Materials; (b) postage; (c) printing; (d)
accounting fees; (e) legal fees incurred by each Fund; (f) solicitation costs of
the transaction; and (g) other related administrative or operational costs. The
Funds will not pay any of these expenses.
9.2 Each party represents and warrants to the other that there is no
person or entity entitled to receive any broker's fees or similar fees or
commission payments in connection with the transactions provided for herein.
ARTICLE X
ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
10.1 The parties agree that neither party has made to the other party any
representation, warranty and/or covenant not set forth herein, and that this
Agreement constitutes the entire agreement between the parties.
10.2 The representations, warranties, and covenants contained in this
Agreement or in any document delivered pursuant to or in connection with this
Agreement shall not survive the consummation of the transactions contemplated
hereunder.
ARTICLE XI
TERMINATION
11.1 This Agreement may be terminated by the mutual agreement of the
parties and such termination may be effected by the parties' President or a Vice
President without further action by the Trust's Board of Trustees. In addition,
either party may at its option terminate this Agreement at or before the Closing
Date due to:
(a) a breach by the other of any representation, warranty, or
agreement contained herein to be performed at or before the Closing Date,
if not cured within 30 days;
(b) a condition precedent to the obligations of the terminating party
that has not been met and it reasonably appears that it will not or cannot
be met; or
(c) a determination by the Trust's Board of Trustees that the
consummation of the transactions contemplated herein is not in the best
interest of any Fund.
11.2 In the event of any such termination, in the absence of willful
default, there shall be no liability for damages on the part of either an
Acquiring Fund, a Selling Fund, the Trust, or their respective Trustees or
officers.
ARTICLE XII
AMENDMENTS
12.1 This Agreement may be amended, modified, or supplemented in such
manner as may be mutually agreed upon in writing by the officers of the Trust as
specifically authorized by its Board of Trustees; provided, however, that
following the meeting of the Selling Fund Shareholders called by a Selling Fund
pursuant to Section 5.2 of this Agreement, no such amendment may have the effect
of changing the provisions for determining the number of Acquiring Fund Shares
to be issued to the Selling Fund Shareholders under this Agreement to the
detriment of such shareholders without their further approval.
A-10
ARTICLE XIII
HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT;
LIMITATION OF LIABILITY
13.1 The Article and section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
13.2 This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
13.3 This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware.
13.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but, except as provided in
this section, no assignment or transfer hereof or of any rights or obligations
hereunder shall be made by any party without the written consent of the other
party. Nothing herein expressed or implied is intended or shall be construed to
confer upon or give any person, firm, or corporation, other than the parties
hereto and their respective successors and assigns, any rights or remedies under
or by reason of this Agreement.
13.5 It is expressly agreed that the obligations of the Funds hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents, or employees of the Trust personally, but shall bind only the trust
property of the Funds, as provided in the Trust Instrument of the Trust. The
execution and delivery of this Agreement have been authorized by the Trustees of
the Trust on behalf of each Fund and signed by authorized officers of the Trust,
acting as such. Neither the authorization by such Trustees nor the execution and
delivery by such officers shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Funds as provided in the Trust's Trust
Instrument.
A-11
IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as of the
date first written above.
ABN AMRO FUNDS
ON BEHALF OF ABN AMRO/CHICAGO
CAPITAL GROWTH FUND AND ABN
AMRO/TAMRO SMALL CAP FUND
By:
------------------------------------
Name: Kenneth Anderson
Title: President
ACKNOWLEDGED:
By:
-------------------------------------------------------
Name:
---------------------------------------------------
Title:
-----------------------------------------------------
ABN AMRO FUNDS
ON BEHALF OF ABN AMRO GROWTH FUND
AND ABN AMRO SMALL CAP FUND
By:
------------------------------------
Name: Kenneth Anderson
Title: President
ACKNOWLEDGED:
By:
-------------------------------------------------------
Name:
---------------------------------------------------
Title:
-----------------------------------------------------
A-12
SCHEDULE A TO THE AGREEMENT AND PLAN OF REORGANIZATION
SUMMARY OF THE REORGANIZATION
(shareholders of each Selling Fund will receive shares
of the Acquiring Fund opposite their Fund)
<Table>
<Caption>
SELLING FUND ACQUIRING FUND
------------ --------------
ABN AMRO Growth Fund ABN AMRO/Chicago Capital Growth Fund
ABN AMRO Small Cap Fund ABN AMRO/TAMRO Small Cap Fund
</Table>
A-13
EXHIBIT B
ABN AMRO/CHICAGO CAPITAL GROWTH FUND
PORTFOLIO MANAGERS COMMENTARY
BERNARD F. MYSZKOWSKI, CFA AND RICHARD S. DRAKE, CFA
Q How did the Fund perform during the fiscal year ended October 31, 2001?
A Against a very challenging and disappointing investment backdrop, the Fund
outpaced its peers. For the twelve-month period that ended October 31, 2001,
ABN AMRO/Chicago Capital Growth Fund Class N and Class I shares posted total
returns of -25.95% and -25.78%, respectively. By comparison, the Fund's peer
group, the Lipper Large-Cap Growth Fund Index, returned -40.27% and the
fund's benchmark, Standard & Poor's 500 Index (the "S&P(R) 500 Index")
returned -24.89%.
Q Can you give us an overview of what made the past year so challenging?
A All of the elements seemingly worked against growth stocks this year. The
economy slowed dramatically throughout the year and was teetering on the
edge of a recession by the end of the period. A slowing economy, in turn,
resulted in widespread corporate earnings shortfalls, particularly among
those companies with high growth rates. Investors responded to these
developments by abandoning growth stocks in favor of value stocks, meaning
those with relatively low price-to-earnings ratios. The Federal Reserve
Board (the "Fed") did its best to reignite the economy, aggressively cutting
interest rates by four full percentage points from January through October.
Yet, companies remained reluctant to invest for growth when they couldn't
see the demand to support it.
Throughout the period, our time-tested approach remained in tact. We
continued to manage our portfolio as we always have, firm in our belief that
our process will see us through for the long term. Rather than make a
knee-jerk reaction to market events, we continued to select based on company
fundamentals.
Q What were the key contributors to the Fund's performance during the past
year?
A It was the type of year when all but a few very narrow sectors of the market
sustained losses as investors indiscriminately shifted from growth stocks
into value stocks. As a result, the losses that our holdings sustained were
mostly the result of those greater market forces, rather than
company-specific problems. The Fund's outperformance of its peers stemmed
mainly from our long-term commitment to high-quality companies with
consistent records of growth, which generally outpaced the more speculative
companies in the face of dramatically weakening economic conditions.
Fortunately, the year did hold a few bright spots. Johnson Controls (3.3% of
net assets), an automotive industry supplier, reported earnings that beat
analysts' estimates and has been our strongest performer this year. Harley
Davidson (4.2%) and Electronic Data Systems (5.5%) were also top performers.
In the technology sector, Dell Computer (2.8%) and Microsoft (1.8%) have
recovered well after significant losses toward the end of 2000. On the
downside, other technology stocks, including EMC (1.0%), Nokia (1.6%) and
Cisco (2.7%), were hurt by inventory surpluses and the continued valuation
corrections going on in the tech sector.
Q What is your outlook?
A The market has gained significant ground since September 11th, and we
believe that it may have hit bottom on September 21. But a sustained rally
will need the support of a better economic backdrop. The Fed has worked
diligently to ignite economic growth, cutting interest rates to their lowest
levels since the Eisenhower administration. Even with rates at such
attractive levels, businesses won't expand and increase production until
they're confident that demand has firmed. Ultimately, it will be up to the
consumer -- whose spending makes up two-thirds of the economy -- to get
things moving again. As the market fights its way back, the road will be
anything but smooth. For our part, we're not deviating from what we do and
how we do it. By keeping a close eye on economic indicators and scrutinizing
corporate
B-1
earning progressions, we're confident that our process will hold up well if a
downturn continues or if a recovery takes hold.
ABN AMRO/CHICAGO CAPITAL GROWTH FUND-CLASS N
GROWTH OF $10,000
[INSERT GRAPH -- GRAPH TO COME]
This chart compares a $10,000 investment made in Class N Shares of the Fund
on its inception date to $10,000 investments made in the indices (S&P(R) 500
Index and Lipper Large-Cap Growth Fund Index) on that date. All dividends and
capital gains are reinvested. Further information relating to the Fund's
performance, including expenses reimbursements, is contained in the Prospectus.
Past performance is not indicative of future performance. The principal
value and investment return of an investment will fluctuate so that an
investor's shares, when redeemed may be worth more or less than their original
cost. Indices are unmanaged and investors cannot invest in them.
<Table>
<Caption>
AVERAGE ANNUAL
TOTAL RETURN -- CLASS N
-----------------------
One Year.................................................... (25.95)%
Five Year................................................... 12.17%
Since Inception............................................. 14.72%
</Table>
B-2
EXHIBIT C
ABN AMRO/TAMRO SMALL CAP FUND
PORTFOLIO MANAGER COMPANY
PHILIP D. TASHO, CFA
Q How did the Fund perform during the fiscal year ended October 31, 2001?
A From its inception on November 30, 2000, through October 31, 2001, ABN
AMRO/TAMRO Small Cap Fund, Class N, returned 7.74%. Since the Fund has been
in operation for less than twelve months, no peer or benchmark comparisons
are available.
Q How would you describe the investment environment?
A In a word, challenging. Both the Fed and the U.S. government fought hard to
spur economic growth, dramatically lowering interest rates, cutting taxes
and, after the events of September 11th, increasing government spending. But
those efforts were repeatedly undercut by fundamentally weak economic
conditions and disappointing corporate earnings overall, putting stocks
under severe pressure. Anemic stock market rallies in January and April
provided some hope, but they weren't sustainable enough to pull the market
out of its doldrums. The final weeks of the period also provided stocks with
a lift, although it's uncertain at this point whether that rally will prove
to have legs.
Q What was your approach during this weak environment?
A We continued to adhere to our time-tested approach, which has served
investors well in good times and, we believe, even better amid uncertainty.
We were very selective when choosing stocks, seeking out securities that
represent value and have a catalyst for improvement. We also maintained a
broadly diversified portfolio so that performance wasn't overly dependent on
the fortunes of one sector or a handful of individual securities. Our
strategy of letting winners run and, more importantly, being quick to cut
losses, was particularly beneficial during the past year. We also focused on
three main investment themes: restructuring, consolidation, and the
introduction of new products.
Q Which investments weathered the storm best? Which disappointed?
A The two largest sectors in the Fund, finance and consumer cyclicals, both
aided the Fund's performance over the year. In the financial sector, our
winners included financial and bank holding company Hibernia (1.9%), and
Provident Bankshares (2.0%). In the consumer cyclicals sector, our
investments in Pep Boys (2.2%) benefited from that company's substantial
restructuring which included closing underperforming stores and cutting
costs. Entertainment Properties Trust (2.2%) was another strong performer,
emerging from a movie theater industry shake out relatively unscathed. Being
underweight in the technology sector also helped performance, since most
tech stocks suffered substantial declines. That said, the few technology
holdings we did own were our main disappointments for the year.
Q What is your outlook?
A Despite a rise in unemployment rates and seemingly constant news of layoffs,
the overall employment situation in the United States remains strong by
historical standards. In addition, the reduction in interest rates has
enabled a massive mortgage-refinancing boom that has substantially boosted
consumer-spending power. We believe that these factors, combined with the
impact of monetary and fiscal policies under way, dramatically increase the
likelihood of a consumer-led recovery in the next twelve to eighteen months.
Because small-cap stocks have underperformed large-caps for a number of
years, we believe that they remain relatively undervalued and that
substantial opportunities remain in the sector given an improved economic
backdrop.
C-1
ABN AMRO/TAMRO SMALL CAP FUND
GROWTH OF $10,000
[INSERT GRAPH -- GRAPH TO COME]
This chart compares a $10,000 investment made in the Fund on its inception
date to $10,000 investments made in the indices (Russell 2000 Index and Lipper
Small-Cap Core Index) on that date. All dividends and capital gains are
reinvested. Further information relating to the Fund's performance, including
expense reimbursements, is contained in the Prospectus.
Small company stocks may be subject to a higher degree of market risk than
the securities of more established companies because they tend to be more
volatile and less liquid.
Past performance is not indicative of future performance. The principal
value and investment return of an investment will fluctuate so that an
investor's shares, when redeemed may be worth more or less than their original
cost. Indices are unmanaged and investors cannot invest in them.
<Table>
<Caption>
AVERAGE ANNUAL
TOTAL RETURN
--------------
One Year.................................................... N/A
Five Year................................................... N/A
Since Inception............................................. N/A
</Table>
C-2
STATEMENT OF ADDITIONAL INFORMATION
ABN AMRO/CHICAGO CAPITAL GROWTH FUND
ABN AMRO/TAMRO SMALL CAP FUND
ABN AMRO FUNDS
161 NORTH CLARK STREET
CHICAGO, ILLINOIS 60601
1-800-992-8151
This Statement of Additional Information is not a prospectus, but
should be read in conjunction with the Proxy Statement/Prospectus dated July 31,
2002 for the Special Meeting of Shareholders of the ABN AMRO Growth Fund and the
ABN AMRO Small Cap Fund to be held on September 12, 2002. Copies of the Proxy
Statement/Prospectus may be obtained at no charge by writing to the ABN AMRO
Funds, P.O. Box 9765, Providence, Rhode Island 02940, or by calling toll-free
1-800-992-8151. Unless otherwise indicated, capitalized terms used herein and
not otherwise defined have the same meanings as are given to them in the Proxy
Statement/Prospectus.
Further information about the ABN AMRO Funds is contained in and
incorporated by reference to the ABN AMRO Funds' Statement of Additional
Information ("SAI") dated March 1, 2002 insofar as such SAI relates to the ABN
AMRO Funds participating in the Reorganization. No other parts of the SAI are
incorporated by reference herein. The audited financial statements and related
independent accountant's report for the ABN AMRO Growth Fund and the ABN AMRO
Small Cap Fund contained in the Annual Report(s) for the fiscal year ended
October 31, 2001 are hereby incorporated herein by reference insofar as they
relate to the ABN AMRO Funds participating in the Reorganization. No other parts
of the Annual Report are incorporated by reference herein. The unaudited pro
forma financial statements, attached hereto, are intended to present the
financial condition and related results of operations of the participating ABN
AMRO Funds as if the Reorganization had been consummated on April 30, 2002.
The date of this Statement of Additional Information is July 31, 2002.
S-1
ABN AMRO/CHICAGO CAPITAL GROWTH FUND
ABN AMRO GROWTH FUND
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 2002 (UNAUDITED)
- ----------------------------------------------------------------------------------------------------------------------------------
ABN
AMRO/CHICAGO
CAPITAL GROWTH ABN AMRO PRO FORMA PRO FORMA
FUND GROWTH FUND ADJUSTMENT COMBINED
- ----------------------------------------------------------------------------------------------------------------------------------
ASSETS:
Investments:
Investments at cost $ 563,574,619 $ 60,965,782 $ - $ 624,540,401
Repurchase agreements 29,394,000 2,611,835 - 32,005,835
Net unrealized appreciation (depreciation) 95,085,976 (6,542,295) - 88,543,681
-------------------------------------------------------------------------
Total investments at value 688,054,595 57,035,322 - 745,089,917
Cash 16 - 16
Receivables:
Dividends and interest 115,987 20,875 - 136,862
Fund shares sold 3,614,457 1,766 - 3,616,223
Other assets 8,321 3,678 - 11,999
-------------------------------------------------------------------------
Total assets 691,793,376 57,061,641 - 748,855,017
-------------------------------------------------------------------------
LIABILITIES:
Payables:
Fund shares redeemed 2,042,791 117,161 - 2,159,952
Due to Adviser, net 403,061 29,231 - 432,292
Administration fee 30,118 2,592 - 32,710
Distribution fees 36,159 3,593 - 39,752
Trustees fees 6,873 593 - 7,466
Accrued expenses and other payables 153,559 15,389 - 168,948
-------------------------------------------------------------------------
Total liabilities 2,672,561 168,559 - 2,841,120
-------------------------------------------------------------------------
NET ASSETS $ 689,120,815 $ 56,893,082 $ - $ 746,013,897
=========================================================================
NET ASSETS consist of:
Paid in capital $ 607,766,355 $ 91,809,996 $ - $ 699,576,351
Accumulated distribution in excess of net
investment income (915,691) (115,700) - (1,031,391)
Accumulated net realized loss on investments
and foreign currency transactions (12,815,825) (28,258,919) - (41,074,744)
Net unrealized appreciation (depreciation)
on investments and translation of assets and
liabilities in foreign currency 95,085,976 (6,542,295) - 88,543,681
-------------------------------------------------------------------------
TOTAL NET ASSETS $ 689,120,815 $ 56,893,082 $ - $ 746,013,897
=========================================================================
CLASS N:
Net Assets $ 582,224,872 $ 56,893,082 $ - $ 639,117,954
Shares of beneficial interest outstanding 27,242,271 5,578,380 (2,916,356) (a) 29,904,295
NET ASSET VALUE
Offering and redemption price per share
(Net Assets/Shares Outstanding) $ 21.37 $ 10.20 $ - $ 21.37
=========================================================================
CLASS I:
Net Assets $ 106,895,943 $ - $ - $ 106,895,943
Shares of beneficial interest outstanding 4,976,725 - - 4,976,725
NET ASSET VALUE
Offering and redemption price per share
(Net Assets/Shares Outstanding) $ 21.48 $ - $ - $ 21.48
=========================================================================
(a) Reflects net effect of combining the existing ABN AMRO Growth Fund into the
ABN AMRO/Chicago Capital Growth Fund.
ABN AMRO/CHICAGO CAPITAL GROWTH FUND
ABN AMRO GROWTH FUND
PRO FORMA STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED APRIL 30, 2002 (UNAUDITED)
- --------------------------------------------------------------------------------------------------------------------------------
ABN
AMRO/CHICAGO
CAPITAL GROWTH ABN AMRO PRO FORMA PRO FORMA
FUND GROWTH FUND ADJUSTMENT COMBINED
- --------------------------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME:
Dividends $ 2,310,939 $ 420,317 $ - $ 2,731,256
Interest 293,775 44,199 - 337,974
----------------------------------------------------------------------
Total investment income 2,604,714 464,516 - 3,069,230
EXPENSES:
Investment advisory fees 2,209,369 442,070 (55,259) (a) 2,596,180
Distribution expenses 694,281 138,147 - 832,428
Transfer agent fees 155,638 11,125 14,207 (b) 180,970
Administration fees 166,744 30,342 (557) (a) 196,529
Registration expenses 24,091 5,627 (12,301) (b) 17,417
Custodian fees 19,675 11,120 3,193 (b) 33,988
Professional fees 17,384 9,736 (9,592) (b) 17,528
Reports to shareholder expense 49,881 5,526 (18,417) (b) 36,990
Trustees fees 18,815 2,533 (6,129) (b) 15,219
Other expenses 53,291 3,550 (36,202) (b) 20,639
----------------------------------------------------------------------
Total expenses before waivers 3,409,169 659,776 (121,057) 3,947,888
----------------------------------------------------------------------
Less: Investment advisory fees waived - (79,560) 79,560 (b) -
----------------------------------------------------------------------
Net expenses 3,409,169 580,216 (41,497) 3,947,888
----------------------------------------------------------------------
NET INVESTMENT LOSS (804,455) (115,700) 41,497 (878,658)
----------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized loss on investments (12,727,942) (6,521,697) - (19,249,639)
Net change in unrealized appreciation of investments 32,584,778 13,129,031 - 45,713,809
----------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS 19,856,836 6,607,334 - 26,464,170
----------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS $ 19,052,381 $ 6,491,634 $ 41,497 $ 25,585,512
======================================================================
(a) Reflects adjustment to the acquired fund contractual fee level.
(b) Reflects expected savings/increase based on current year budget.
ABN AMRO/CHICAGO CAPITAL GROWTH FUND
ABN AMRO GROWTH FUND
PRO FORMA COMBINING SCHEDULE OF INVESTMENTS (UNAUDITED)
APRIL 30, 2002
SHARES DESCRIPTION MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
ABN ABN
AMRO/Chicago AMRO/Chicago
Capital Growth ABN AMRO Pro Forma Capital Growth ABN AMRO Pro Forma Pro Forma
Fund Growth Fund Combined Fund Growth Fund Adjustment Combined
- ------------------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS--95.59%
ADVERTISING--2.57%
199,137 20,500 219,637 Omnicom Group $ 17,372,712 $ 1,788,420 $ - $ 19,161,132
------------------------------------------------------
BASIC MATERIALS--0.13%
- 29,200 29,200 Alcoa - 993,676 - 993,676
------------------------------------------------------
BIOTECHNOLOGY--0.18%
- 25,500 25,500 Amgen - 1,348,440 - 1,348,440
------------------------------------------------------
CAPITAL GOODS--7.71%
363,000 - 363,000 Dover 13,525,380 - - 13,525,380
259,548 12,700 272,248 Illinois Tool Works 18,713,411 915,670 - 19,629,081
266,416 - 266,416 Johnson Controls 22,978,380 - - 22,978,380
- 41,500 41,500 Tyco International - 765,675 - 765,675
- 8,500 8,500 United Technologies - 596,445 - 596,445
------------------------------------------------------
55,217,171 2,277,790 - 57,494,961
------------------------------------------------------
CHEMICALS--1.72%
224,327 - 224,327 Praxair 12,809,072 - - 12,809,072
------------------------------------------------------
COMMERCIAL SERVICES--4.12%
- 39,850 39,850 Concord EFS - 1,298,711 - 1,298,711
442,247 - 442,247 Ecolab 19,419,066 - - 19,419,066
250,000 - 250,000 H & R Block 10,030,000 - - 10,030,000
------------------------------------------------------
29,449,066 1,298,711 - 30,747,777
------------------------------------------------------
COMMUNICATIONS--0.21%
- 22,100 22,100 Check Point Software Technologies - 401,115 - 401,115
- 14,800 14,800 TMP Worldwide - 446,516 - 446,516
- 16,000 16,000 Viacom, Class B - 753,600 - 753,600
------------------------------------------------------
- 1,601,231 - 1,601,231
------------------------------------------------------
CONSUMER CYCLICALS--7.17%
430,833 - 430,833 Cintas 22,304,225 - - 22,304,225
549,490 38,300 587,790 Harley-Davidson 29,117,475 2,029,517 - 31,146,992
------------------------------------------------------
51,421,700 2,029,517 - 53,451,217
------------------------------------------------------
CONSUMER STAPLES--0.22%
- 31,300 31,300 Colgate-Palmolive - 1,659,213 - 1,659,213
------------------------------------------------------
ELECTRICAL--2.66%
541,239 88,500 629,739 General Electric 17,076,090 2,792,175 - 19,868,265
------------------------------------------------------
ELECTRONICS--0.14%
- 31,925 31,925 Gentex - 1,010,745 - 1,010,745
------------------------------------------------------
FINANCE--10.94%
318,895 56,866 375,761 Citigroup 13,808,153 2,462,298 - 16,270,451
- 7,600 7,600 Fannie Mae - 599,868 - 599,868
444,111 - 444,111 Freddie Mac 29,022,654 - - 29,022,654
- 10,500 10,500 Goldman Sachs Group - 826,875 - 826,875
- 11,500 11,500 Lehman Brothers Holdings - 678,500 - 678,500
336,076 - 336,076 MBNA 11,913,894 - - 11,913,894
298,600 - 298,600 Mellon Financial 11,275,136 - - 11,275,136
- 17,300 17,300 Morgan Stanley Dean Witter - 825,556 - 825,556
662,581 - 662,581 Schwab (Charles) 7,546,798 - - 7,546,798
- 17,300 17,300 State Street - 884,203 - 884,203
- 33,800 33,800 Wells Fargo - 1,728,870 - 1,728,870
------------------------------------------------------
73,566,635 8,006,170 - 81,572,805
------------------------------------------------------
FOOD AND BEVERAGE--3.61%
927,646 - 927,646 Sysco 26,911,010 - - 26,911,010
------------------------------------------------------
HEALTH CARE SERVICES--4.61%
482,842 13,800 496,642 Cardinal Health 33,436,808 955,650 - 34,392,458
------------------------------------------------------
INSURANCE--6.90%
516,536 36,900 553,436 AFLAC 15,444,426 1,103,310 - 16,547,736
276,731 30,555 307,286 American International Group 19,127,647 2,111,962 - 21,239,609
129,800 5,700 135,500 Marsh & McLennan 13,120,184 576,156 - 13,696,340
------------------------------------------------------
47,692,257 3,791,428 - 51,483,685
------------------------------------------------------
ABN AMRO/CHICAGO CAPITAL GROWTH FUND
ABN AMRO GROWTH FUND
PRO FORMA COMBINING SCHEDULE OF INVESTMENTS (UNAUDITED)
APRIL 30, 2002
SHARES DESCRIPTION MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
ABN ABN
AMRO/Chicago AMRO/Chicago
Capital Growth ABN AMRO Pro Forma Capital Growth ABN AMRO Pro Forma Pro Forma
Fund Growth Fund Combined Fund Growth Fund Adjustment Combined
- ------------------------------------------------------------------------------------------------------------------------------------
LODGING--0.13%
- 22,500 22,500 Marriott International, Class A $ - $ 988,650 $ - $ 988,650
------------------------------------------------------
MEDICAL PRODUCTS AND SUPPLIES--
2.96%
- 17,500 17,500 Johnson & Johnson - 1,117,550 - 1,117,550
469,400 - 469,400 Medtronic 20,977,486 - - 20,977,486
------------------------------------------------------
20,977,486 1,117,550 - 22,095,036
------------------------------------------------------
OIL AND GAS EXTRACTION--1.93%
- 24,630 24,630 Apache - 1,436,668 - 1,436,668
235,901 - 235,901 Schlumberger 12,915,580 - - 12,915,580
------------------------------------------------------
12,915,580 1,436,668 - 14,352,248
------------------------------------------------------
PHARMACEUTICALS--4.95%
- 17,600 17,600 Bristol-Myers Squibb - 506,880 - 506,880
307,302 13,200 320,502 Merck 16,698,791 717,288 - 17,416,079
471,287 52,200 523,487 Pfizer 17,131,282 1,897,470 - 19,028,752
------------------------------------------------------
33,830,073 3,121,638 - 36,951,711
------------------------------------------------------
RETAIL--10.84%
- 29,100 29,100 BJ's Wholesale Club - 1,298,733 - 1,298,733
427,500 16,200 443,700 Home Depot (The) 19,823,175 751,194 - 20,574,369
293,896 - 293,896 Kohl's 21,660,135 - - 21,660,135
- 27,100 27,100 Lowe's - 1,146,059 - 1,146,059
- 40,800 40,800 Safeway - 1,711,560 - 1,711,560
711,000 - 711,000 Starbucks 16,225,020 - - 16,225,020
- 38,900 38,900 Target - 1,697,985 - 1,697,985
399,395 - 399,395 Walgreen 15,085,149 - - 15,085,149
- 26,500 26,500 Wal-Mart Stores - 1,480,290 - 1,480,290
------------------------------------------------------
72,793,479 8,085,821 - 80,879,300
------------------------------------------------------
TECHNOLOGY--20.40%
977,206 123,300 1,100,506 Cisco Systems 14,316,068 1,806,345 - 16,122,413
681,512 - 681,512 Dell Computer 17,951,026 - - 17,951,026
483,000 - 483,000 Electronic Data Systems 26,207,580 - - 26,207,580
885,500 65,800 951,300 EMC 8,093,470 601,412 - 8,694,882
187,600 6,300 193,900 IBM 15,713,376 527,688 - 16,241,064
601,000 40,600 641,600 Intel 17,194,610 1,161,566 - 18,356,176
- 35,900 35,900 Mercury Interactive - 1,337,993 - 1,337,993
325,094 20,700 345,794 Microsoft 16,989,413 1,081,782 - 18,071,195
1,164,000 - 1,164,000 Oracle 11,686,560 - - 11,686,560
- 92,700 92,700 Sun Microsystems - 758,286 - 758,286
483,500 - 483,500 Texas Instruments 14,954,655 - - 14,954,655
- 18,500 18,500 VERITAS Software - 524,290 - 524,290
- 34,700 34,700 Xilinx - 1,310,272 - 1,310,272
------------------------------------------------------
143,106,758 9,109,634 - 152,216,392
------------------------------------------------------
TELECOMMUNICATIONS EQUIPMENT--0.14%
- 33,500 33,500 QUALCOMM - 1,010,360 - 1,010,360
------------------------------------------------------
TRANSPORTATION--1.35%
553,800 - 553,800 Southwest Airlines 10,084,698 - - 10,084,698
------------------------------------------------------
TOTAL COMMON STOCKS 658,660,595 54,423,487 - 713,084,082
(COST $563,574,619, $60,965,782 AND
$624,540,401)
PAR VALUE REPURCHASE AGREEMENTS--4.29%
- ------------------------------------------Bank One, 1.850%, dated 04/30/02,
matures 05/01/02, repurchase price
$29,395,510 (collateralized by U.S.
Government Agency Instruments,
$ 29,394,000 $ - $ 29,394,000 total market value: $29,985,026) 29,394,000 - - 29,394,000
J.P. Morgan Chase, 1.870%, dated
04/30/02, matures 05/01/02,
repurchase price $2,611,971
(collateralized by U.S. Government
Agency Instruments, total market
- 2,611,835 2,611,835 value: $2,665,389) - 2,611,835 - 2,611,835
------------------------------------------------------
TOTAL REPURCHASE AGREEMENTS 29,394,000 2,611,835 - 32,005,835
(COST $29,394,000, $2,611,835 AND ------------------------------------------------------
$32,005,835)
TOTAL INVESTMENTS--99.88% 688,054,595 57,035,322 - 745,089,917
(COST $592,968,619, $63,577,617 AND
$656,546,236)
NET OTHER ASSETS AND LIABILITIES--
0.12% 1,066,220 (142,240) - 923,980
------------------------------------------------------
NET ASSETS--100.00% $ 689,120,815 $56,893,082 $ - $746,013,897
======================================================
ABN AMRO/CHICAGO CAPITAL GROWTH FUND
ABN AMRO GROWTH
NOTES TO PRO FORMA COMBINING FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF COMBINATION
The ABN AMRO Funds, a Delaware business trust (the "Trust"), is registered under
the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company. As of April 30, 2002, the Trust offered
twenty-five managed investment portfolios. The unaudited Pro Forma Combining
Portfolio of Investments and the unaudited Pro Forma Statement of Assets and
Liabilities of the ABN AMRO/Chicago Capital Growth Fund assumes the exchange
described in the next paragraph occurred as of April 30, 2002 and the unaudited
Pro Forma Combining Statement of Operations assumes the exchange occurred as of
November 1, 2001. These statements have been derived from books and records
utilized in calculating the net asset value of each ABN AMRO Fund for the
six-month period then ended April 30, 2002.
The pro forma statements give effect to the proposed transfer of substantially
all of the assets and stated liabilities of the ABN AMRO Growth Fund in exchange
for shares of the ABN AMRO/Chicago Capital Growth Fund. Under generally accepted
accounting principles, the historical cost of investment securities will be
carried forward to the surviving entity and the results of operations of the ABN
AMRO Growth Fund for pre-combination periods will not be restated. The pro forma
statements do not reflect the expenses of the funds in carrying out their
obligations under the proposed Agreement and Plan of Reorganization.
The unaudited Pro Forma Combining Financial Statements should be read in
conjunction with the historical financial statements of the ABN AMRO Funds
incorporated by reference in the Statement of Additional Information.
For the Pro Forma Combining Financial Statements, the ABN AMRO/Chicago Capital
Growth Fund's investment advisory fee was computed based on the annual rate of
0.70% of its average daily net assets for the six-months ended April 30, 2002.
The administration fee was computed based on the annual rate of 0.060% of the
first $2.0 billion of the Trust's combined average daily net assets, 0.050% of
the next $10.5 billion, and 0.045% of the combined average daily net assets in
excess of $12.5 billion, and was allocated to each series of the Trust based on
the relative net assets of the Trust.
2. SECURITY VALUATION
The ABN AMRO/Chicago Capital Growth Fund and ABN AMRO Growth Fund's equity
securities and index options, traded on a national exchange and over-the-counter
securities listed on the NASDAQ National Market System, are valued at the last
reported sales price at the close of the respective exchange. Over-the-counter
securities not listed on the NASDAQ National Market System are valued at the
mean of the last reported bid and asked prices. The ABN AMRO/Chicago Capital
Growth Fund and ABN AMRO Growth Fund's fixed income securities, except
short-term investments, are valued on the basis of mean prices provided by a
pricing service when such prices are believed by the Advisor to reflect the fair
market value of such securities in accordance with guidelines adopted. When fair
market value quotations are not readily available, securities and other assets
are valued at fair value by the adviser in accordance with the guidelines
adopted by the Board of Trustees. Short-term investments, that is, those with a
remaining maturity of 60 days or less, are valued at amortized cost, which
approximates market value. Foreign securities are converted to United States
dollars using exchange rates at the time the net asset value ("NAV") is
computed.
ABN AMRO/CHICAGO CAPITAL GROWTH FUND
ABN AMRO GROWTH
NOTES TO PRO FORMA COMBINING FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
3. CAPITAL SHARES
The pro forma net asset value per share assumes the issuance of additional
shares of the ABN AMRO/Chicago Capital Growth Fund that would have been issued
at April 30, 2002 in connection with the proposed reorganization. The pro forma
number of shares outstanding of 29,904,295 consists of (2,916,356) shares
assumed issued in the reorganization plus 27,242,271 shares of the ABN
AMRO/Chicago Capital Growth Fund at April 30, 2002.
4. PRO FORMA ADJUSTMENTS AND PRO FORMA COMBINED COLUMNS
The pro forma adjustments and pro forma combined columns of the statement of
operations reflect the adjustments necessary to show expenses at the rates which
would have been in effect if the ABN AMRO Growth Fund was the ABN AMRO/Chicago
Capital Growth Fund for the period November 1, 2001 to April 30, 2002.
Investment Advisory and Administration fees in the pro forma combined column are
calculated at the rates in effect for the ABN AMRO/Chicago Capital Growth Fund
based upon the combined net assets of the ABN AMRO Growth Fund.
The pro forma Statement of Assets and Liabilities and Schedule of Investments
give effect to the proposed transfer of such assets as if the reorganization had
occurred at April 30, 2002.
5. COSTS OF REORGANIZATION
Reorganization expenses incurred by the ABN AMRO Funds will be paid by ABN AMRO
Asset Management (USA) and/or affiliates thereof. Reorganization expenses
include, without limitation: (a) expenses associated with the preparation and
filing of this Prospectus/Proxy Statement; (b) postage; (c) printing; (d)
accounting fees; (e) legal fees incurred by each Fund; (f) solicitation costs;
and (g) brokerage cost of any necessary rebalancing of the Funds' investment
portfolios.
6. FEDERAL INCOME TAXES
The ABN AMRO/Chicago Capital Growth Fund will elect to be treated as a
"regulated investment company" under Subchapter M of the Internal Revenue Code
and will distribute substantially all of its taxable income. Accordingly, no
provisions for federal income taxes have been made in the accompanying financial
statements. The Fund intends to utilize provisions for federal income tax laws
which will allow it to carry a realized capital loss forward eight years
following the year of the loss and offset such losses against any future
realized capital gains. At October 31, 2001, there was a $21,737,222 capital
loss carry forward on ABN AMRO Growth Fund which will expire in 2009.
The ABN AMRO Growth Fund will distribute all ordinary income and capital gains,
if any, prior to the reorganization.
ABN AMRO/TAMRO SMALL CAP FUND
ABN AMRO SMALL CAP FUND
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 2002 (UNAUDITED)
- -------------------------------------------------------------------------------------------------------------------------------
ABN
AMRO/TAMRO ABN AMRO PRO FORMA PRO FORMA
SMALL CAP FUND SMALL CAP FUND ADJUSTMENT COMBINED
- -------------------------------------------------------------------------------------------------------------------------------
ASSETS:
Investments:
Investments at cost $ 47,434,680 $ 20,795,920 $ - $ 68,230,600
Net unrealized appreciation 12,116,228 1,322,220 - 13,438,448
-----------------------------------------------------------------
Total investments at value 59,550,908 22,118,140 - 81,669,048
Cash - 4 - 4
Receivables:
Dividends and interest 29,515 14,581 - 44,096
Fund shares sold 323,262 8,196 - 331,458
Other assets 86 1,254 - 1,340
-----------------------------------------------------------------
Total assets 59,903,771 22,142,175 - 82,045,946
-----------------------------------------------------------------
LIABILITIES:
Payables:
Fund shares redeemed 321,949 265 - 322,214
Due to Adviser, net 34,223 8,285 - 42,508
Administration fee 2,477 942 - 3,419
Distribution fees 3,651 1,356 - 5,007
Trustees fees 415 220 - 635
Accrued expenses and other payables 27,721 15,942 - 43,663
-----------------------------------------------------------------
Total liabilities 390,436 27,010 - 417,446
NET ASSETS $ 59,513,335 $ 22,115,165 $ - $ 81,628,500
=================================================================
NET ASSETS consist of:
Paid in capital $ 47,396,890 $ 17,417,715 $ - $ 64,814,605
Accumulated distribution in excess of net investment income (2,288) (28,944) - (31,232)
Accumulated net realized gain on investments and foreign
currency transactions 2,505 3,404,174 - 3,406,679
Net unrealized appreciation on investments and translation
of assets and liabilities in foreign currency 12,116,228 1,322,220 - 13,438,448
-----------------------------------------------------------------
TOTAL NET ASSETS $ 59,513,335 $ 22,115,165 $ - $ 81,628,500
=================================================================
CLASS N:
Net Assets $ 59,513,335 $ 22,115,165 $ - $ 81,628,500
Shares of beneficial interest outstanding 4,318,625 1,555,743 49,059 (a) 5,923,427
NET ASSET VALUE
Offering and redemption price per share
(Net Assets/Shares Outstanding) $ 13.78 $ 14.22 $ - $ 13.78
=================================================================
(a) Reflects net effect of combining the existing ABN AMRO Small Cap Fund into
the ABN AMRO/TAMRO Small Cap Fund.
ABN AMRO/TAMRO SMALL CAP FUND
ABN AMRO SMALL CAP FUND
PRO FORMA STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED APRIL 30, 2002 (UNAUDITED)
- ----------------------------------------------------------------------------------------------------------------------------------
ABN
AMRO/TAMRO ABN AMRO PRO FORMA PRO FORMA
SMALL CAP FUND SMALL CAP FUND ADJUSTMENT COMBINED
- ----------------------------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME:
Dividends $ 84,388 $ 197,408 $ - $ 281,796
Interest 10,678 31,520 - 42,198
Security lending interest - 168 - 168
---------------------------------------------------------------------
Total investment income 95,066 229,096 - 324,162
EXPENSES:
Investment advisory fees 72,356 180,188 45,047 (a) 297,591
Distribution expenses 18,089 56,309 - 74,398
Transfer agent fees 9,972 7,401 9,720 (b) 27,093
Administration fees 6,199 15,229 (3,868) (a) 17,560
Registration expenses 3,996 4,479 (1,020) (b) 7,455
Custodian fees 5,364 18,787 (12,121) (b) 12,030
Professional fees 5,047 7,439 (4,880) (b) 7,606
Reports to shareholder expense 4,501 2,250 (2,899) (b) 3,852
Trustees fees 554 1,053 (9) (b) 1,598
Other expenses 683 563 741 (b) 1,987
---------------------------------------------------------------------
Total expenses before waivers 126,761 293,698 30,711 451,170
Less: Investment advisory fees waived (32,689) (27,921) (3,692) (c) (64,302)
---------------------------------------------------------------------
Net expenses 94,072 265,777 27,019 386,868
---------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS) 994 (36,681) (27,019) (62,706)
---------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments 4,279 6,899,401 - 6,903,680
Net change in unrealized appreciation of investments 12,127,186 1,364,220 - 13,491,406
---------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS 12,131,465 8,263,621 - 20,395,086
---------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS $ 12,132,459 $ 8,226,940 $ (27,019) $ 20,332,380
=====================================================================
(a) Reflects adjustment to the acquired fund contractual fee level.
(b) Reflects expected savings/increase based on current year budget.
(c) Reflects expected increase when the two funds become one.
ABN AMRO/TAMRO SMALL CAP FUND
ABN AMRO SMALL CAP FUND
PRO FORMA COMBINING SCHEDULE OF INVESTMENTS (UNAUDITED)
APRIL 30, 2002
SHARES DESCRIPTION MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
ABN
ABN AMRO ABN ABN AMRO
AMRO/TAMRO Small Cap Pro Forma AMRO/TAMRO Small Cap Pro Forma Pro Forma
Small Cap Fund Fund Combined Small Cap Fund Fund Adjustment Combined
- ------------------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS--95.87%
BASIC MATERIALS--3.74%
12,473 12,360 24,833 International Aluminum $ 242,226 $ 240,031 $ - $ 482,257
45,590 19,850 65,440 Steel Dynamics 795,545 346,383 - 1,141,928
27,220 9,690 36,910 Texas Industries 1,055,592 375,778 - 1,431,370
---------------------------------------------------------
2,093,363 962,192 - 3,055,555
---------------------------------------------------------
CAPITAL GOODS--3.60%
24,835 9,720 34,555 AMETEK 961,860 376,455 - 1,338,315
116,655 46,280 162,935 Concord Camera 898,243 356,356 - 1,254,599
30,222 - 30,222 General Cable 346,949 - - 346,949
---------------------------------------------------------
2,207,052 732,811 - 2,939,863
---------------------------------------------------------
COMMERCIAL SERVICES--6.96%
52,700 19,920 72,620 Aaron Rents 1,472,965 556,764 - 2,029,729
29,050 11,630 40,680 Forrester Research 530,162 212,248 - 742,410
45,640 20,035 65,675 Kelly Services, Class A 1,322,602 580,594 - 1,903,196
25,735 19,200 44,935 PAREXEL International 400,694 298,944 - 699,638
18,000 - 18,000 PDI 309,600 - - 309,600
---------------------------------------------------------
4,036,023 1,648,550 - 5,684,573
---------------------------------------------------------
COMMUNICATIONS--10.54%
250,350 84,740 335,090 3Com 1,444,519 488,950 - 1,933,469
102,090 40,800 142,890 Ariba 382,838 153,000 - 535,838
70,875 29,640 100,515 CheckFree 1,443,015 603,470 - 2,046,485
36,000 13,950 49,950 Emmis Communications,
Class A 1,046,520 405,527 - 1,452,047
48,800 20,860 69,660 Martha Stewart Living Omnimedia,
Class A 878,400 375,480 - 1,253,880
378,770 85,250 464,020 ValueClick 1,030,254 231,880 - 1,262,134
- 7,000 7,000 WebEx Communications - 120,610 - 120,610
---------------------------------------------------------
6,225,546 2,378,917 - 8,604,463
---------------------------------------------------------
CONSUMER CYCLICALS--13.34%
33,610 13,000 46,610 Hughes Supply 1,402,209 542,360 - 1,944,569
35,150 10,230 45,380 KB HOME 1,752,227 509,966 - 2,262,193
35,845 14,260 50,105 Kellwood 976,776 388,585 - 1,365,361
24,250 13,500 37,750 Nautica Enterprises 348,958 194,265 - 543,223
66,185 33,140 99,325 Six Flags 1,211,186 606,462 - 1,817,648
36,710 11,300 48,010 Standard-Pacific 1,232,355 379,341 - 1,611,696
47,300 21,570 68,870 Steven Madden 923,769 421,262 - 1,345,031
---------------------------------------------------------
7,847,480 3,042,241 - 10,889,721
---------------------------------------------------------
CONSUMER STAPLES--2.29%
46,000 19,000 65,000 American Greetings, Class A 816,500 337,250 - 1,153,750
46,200 13,600 59,800 Elizabeth Arden 549,318 161,704 - 711,022
---------------------------------------------------------
1,365,818 498,954 - 1,864,772
---------------------------------------------------------
FINANCE--16.49%
33,800 10,710 44,510 CBL & Associates Properties, REIT 1,237,080 391,986 - 1,629,066
55,910 24,605 80,515 Entertainment Properties
Trust, REIT 1,294,316 569,606 - 1,863,922
33,590 13,640 47,230 First Charter 675,159 274,164 - 949,323
40,785 16,180 56,965 Hibernia, Class A 813,661 322,791 - 1,136,452
86,810 35,360 122,170 Innkeepers USA Trust, REIT 995,711 405,579 - 1,401,290
29,770 10,630 40,400 MAF Bancorp 1,103,276 393,948 - 1,497,224
53,200 18,350 71,550 New Century Financial 1,272,012 438,748 - 1,710,760
40,600 16,460 57,060 Seacoast Financial Services 868,840 352,244 - 1,221,084
51,310 28,210 79,520 Senior Housing Properties
Trust, REIT 738,351 405,942 - 1,144,293
12,600 6,410 19,010 UMB Financial 602,545 306,533 - 909,078
---------------------------------------------------------
9,600,951 3,861,541 - 13,462,492
---------------------------------------------------------
FOOD AND BEVERAGE--5.89%
25,140 8,000 33,140 Constellation Brands, Class A 1,518,456 483,200 - 2,001,656
11,906 - 11,906 Fleming 262,408 - - 262,408
31,510 12,230 43,740 Ralcorp Holdings 882,280 342,440 - 1,224,720
40,520 14,420 54,940 United Natural Foods 970,454 345,359 - 1,315,813
---------------------------------------------------------
3,633,598 1,170,999 - 4,804,597
---------------------------------------------------------
HEALTH CARE SERVICES--2.09%
66,581 14,230 80,811 Five Star Quality Care 477,386 102,029 - 579,415
27,980 11,070 39,050 MedQuist 808,062 319,702 - 1,127,764
---------------------------------------------------------
1,285,448 421,731 - 1,707,179
---------------------------------------------------------
INSURANCE--1.53%
55,000 32,650 87,650 FPIC Insurance Group 781,550 463,956 - 1,245,506
---------------------------------------------------------
ABN AMRO/TAMRO SMALL CAP FUND
ABN AMRO SMALL CAP FUND
PRO FORMA COMBINING SCHEDULE OF INVESTMENTS (UNAUDITED)
APRIL 30, 2002
SHARES DESCRIPTION MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
ABN
ABN AMRO ABN ABN AMRO
AMRO/TAMRO Small Cap Pro Forma AMRO/TAMRO Small Cap Pro Forma Pro Forma
Small Cap Fund Fund Combined Small Cap Fund Fund Adjustment Combined
- ------------------------------------------------------------------------------------------------------------------------------------
MEDICAL PRODUCTS AND
SUPPLIES--2.50%
31,470 12,670 44,140 Edwards Lifesciences $ 790,526 $ 318,270 $ - $ 1,108,796
32,900 13,740 46,640 Oakley 655,368 273,701 - 929,069
---------------------------------------------------------
1,445,894 591,971 - 2,037,865
---------------------------------------------------------
OIL AND GAS EXTRACTION--3.61%
83,135 29,320 112,455 Core Laboratories 1,247,025 439,800 - 1,686,825
40,000 12,650 52,650 Pioneer Natural Resources 959,600 303,473 - 1,263,073
---------------------------------------------------------
2,206,625 743,273 - 2,949,898
---------------------------------------------------------
PHARMACEUTICALS--1.47%
16,206 - 16,206 Omnicare 433,348 - - 433,348
33,800 14,840 48,640 Pharmacyclics 207,870 91,266 - 299,136
27,200 11,970 39,170 United Therapeutics 326,128 143,520 - 469,648
---------------------------------------------------------
967,346 234,786 - 1,202,132
---------------------------------------------------------
RESTAURANTS--8.71%
74,000 30,030 104,030 Dave & Buster's 791,060 321,021 - 1,112,081
25,375 10,230 35,605 Landry's Restaurants 702,888 283,371 - 986,259
37,470 19,440 56,910 Papa John's International 1,165,317 604,584 - 1,769,901
48,590 17,340 65,930 Ryan's Family Steak Houses 1,273,058 454,308 - 1,727,366
78,785 29,650 108,435 Steak 'n Shake (The) 1,101,414 414,507 - 1,515,921
---------------------------------------------------------
5,033,737 2,077,791 - 7,111,528
---------------------------------------------------------
RETAIL--8.28%
24,420 - 24,420 bebe stores 546,764 - - 546,764
62,360 25,890 88,250 CSK Auto 950,990 394,822 - 1,345,812
44,000 17,140 61,140 Dillard's, Class A 1,077,560 419,759 - 1,497,319
100,170 38,310 138,480 Goody's Family Clothing 882,498 337,511 - 1,220,009
78,920 33,345 112,265 Pep Boys (The)-Manny,
Moe, & Jack 1,511,318 638,557 - 2,149,875
---------------------------------------------------------
4,969,130 1,790,649 - 6,759,779
---------------------------------------------------------
TECHNOLOGY--4.03%
83,440 36,660 120,100 CIBER 584,080 256,620 - 840,700
24,000 - 24,000 Dendrite International 318,000 - - 318,000
35,200 12,200 47,400 eFunds 559,680 193,980 - 753,660
74,280 31,700 105,980 IKON Office Solutions 965,640 412,100 - 1,377,740
---------------------------------------------------------
2,427,400 862,700 - 3,290,100
---------------------------------------------------------
TELECOMMUNICATIONS
EQUIPMENT--0.80%
50,372 47,280 97,652 American Tower, Class A 251,356 235,927 - 487,283
55,750 - 55,750 SBA Communications 161,062 - - 161,062
---------------------------------------------------------
412,418 235,927 - 648,345
---------------------------------------------------------
TOTAL COMMON STOCKS 56,539,379 21,718,989 - 78,258,368
(COST $44,326,796, $20,398,939
AND $64,725,735)
PAR VALE
- -------------------------------------
CONVERTIBLE BOND--0.56%
$ 546,000 $ 200,000 $ 746,000 Aether Systems, Subordinated Notes 336,472 123,250 - 459,722
---------------------------------------------------------
TOTAL CONVERTIBLE BOND 336,472 123,250 - 459,722
(COST $341,396, $125,980 ---------------------------------------------------------
AND $467,376)
SHARES
- -------------------------------------
INVESTMENT COMPANIES--3.62%
- 8,476 8,476 J.P. Morgan Chase Institutional
Federal Money Market Fund - 8,476 - 8,476
79,270 28,150 107,420 meVC Draper Fisher Jurvetson Fund 1 753,064 267,425 - 1,020,489
163,567 - 163,567 Deutsche Institutional Treasury
Money Fund 163,567 - - 163,567
1,758,426 - 1,758,426 Deutsche Institutional Cash
Management Fund 1,758,426 - - 1,758,426
---------------------------------------------------------
TOTAL INVESTMENT COMPANIES 2,675,057 275,901 - 2,950,958
(COST $2,766,488, $271,001 ---------------------------------------------------------
AND $3,037,489)
TOTAL INVESTMENTS--100.05% 59,550,908 22,118,140 - 81,669,048
(COST $47,434,680, $20,795,920
AND $68,230,600)
NET OTHER ASSETS AND
LIABILITIES---0.05% (37,573) (2,975) - (40,548)
---------------------------------------------------------
NET ASSETS--100.00% $ 59,513,335 $ 22,115,165 $ - $ 81,628,500
=========================================================
REIT Real Estate Investment Trust
ABN AMRO/TAMRO SMALL CAP FUND
ABN AMRO SMALL CAP
NOTES TO PRO FORMA COMBINING FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF COMBINATION
The ABN AMRO Funds, a Delaware business trust (the "Trust"), is registered under
the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company. As of April 30, 2002, the Trust offered
twenty-five managed investment portfolios. The unaudited Pro Forma Combining
Portfolio of Investments and the unaudited Pro Forma Statement of Assets and
Liabilities of the ABN AMRO/TAMRO Small Cap Fund assumes the exchange described
in the next paragraph occurred as of April 30, 2002 and the unaudited Pro Forma
Combining Statement of Operations assumes the exchange occurred as of November
1, 2001. These statements have been derived from books and records utilized in
calculating the net asset value of each ABN AMRO Fund for the six-month period
then ended April 30, 2002.
The pro forma statements give effect to the proposed transfer of substantially
all of the assets and stated liabilities of the ABN AMRO Small Cap Fund in
exchange for shares of the ABN AMRO/TAMRO Small Cap Fund. Under generally
accepted accounting principles, the historical cost of investment securities
will be carried forward to the surviving entity and the results of operations of
the ABN AMRO Small Cap Fund for pre-combination periods will not be restated.
The pro forma statements do not reflect the expenses of the funds in carrying
out their obligations under the proposed Agreement and Plan of Reorganization.
The unaudited Pro Forma Combining Financial Statements should be read in
conjunction with the historical financial statements of the ABN AMRO Funds
incorporated by reference in the Statement of Additional Information.
For the Pro Forma Combining Financial Statements, the ABN AMRO/TAMRO Small Cap
Fund's investment advisory fee was computed based on the annual rate of 0.90% of
its average daily net assets for the six-months ended April 30, 2002. The
administration fee was computed based on the annual rate of 0.060% of the first
$2.0 billion of the Trust's combined average daily net assets, 0.050% of the
next $10.5 billion, and 0.045% of the combined average daily net assets in
excess of $12.5 billion, and was allocated to each series of the Trust based on
the relative net assets of the Trust.
2. SECURITY VALUATION
The ABN AMRO/TAMRO Small Cap Fund and ABN AMRO Small Cap Fund's equity
securities and index options, traded on a national exchange and over-the-counter
securities listed on the NASDAQ National Market System, are valued at the last
reported sales price at the close of the respective exchange. Over-the-counter
securities not listed on the NASDAQ National Market System are valued at the
mean of the last reported bid and asked prices. The ABN AMRO/TAMRO Small Cap
Fund and ABN AMRO Small Cap Fund's fixed income securities, except short-term
investments, are valued on the basis of mean prices provided by a pricing
service when such prices are believed by the Advisor to reflect the fair market
value of such securities in accordance with guidelines adopted. When fair market
value quotations are not readily available, securities and other assets are
valued at fair value by the adviser in accordance with the guidelines adopted
by the Board of Trustees. Short-term investments, that is, those with a
remaining maturity of 60 days or less, are valued at amortized cost, which
approximates market value. Foreign securities are converted to United States
dollars using exchange rates at the time the net asset value ("NAV") is
computed.
ABN AMRO/TAMRO SMALL CAP FUND
ABN AMRO SMALL CAP
NOTES TO PRO FORMA COMBINING FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
3. CAPITAL SHARES
The pro forma net asset value per share assumes the issuance of additional
shares of the ABN AMRO/TAMRO Small Cap Fund that would have been issued at April
30, 2002 in connection with the proposed reorganization. The pro forma number of
shares outstanding of 5,923,427 consists of 49,059 shares assumed issued in the
reorganization plus 4,318,625 shares of the ABN AMRO/TAMRO Small Cap Fund at
April 30, 2002.
4. PRO FORMA ADJUSTMENTS AND PRO FORMA COMBINED COLUMNS
The pro forma adjustments and pro forma combined columns of the statement of
operations reflect the adjustments necessary to show expenses at the rates which
would have been in effect if the ABN AMRO Small Cap Fund was the ABN AMRO/TAMRO
Small Cap Fund for the period November 1, 2002 to April 30, 2002. Investment
Advisory and Administration fees in the pro forma combined column are calculated
at the rates in effect for the ABN AMRO/TAMRO Small Cap Fund based upon the
combined net assets of the ABN AMRO Small Cap Fund.
The pro forma Statement of Assets and Liabilities and Schedule of Investments
give effect to the proposed transfer of such assets as if the reorganization had
occurred at April 30, 2002.
5. COSTS OF REORGANIZATION
Reorganization expenses incurred by the ABN AMRO Funds will be paid by ABN AMRO
Asset Management (USA) and/or affiliates thereof. Reorganization expenses
include, without limitation: (a) expenses associated with the preparation and
filing of this Prospectus/Proxy Statement; (b) postage; (c) printing; (d)
accounting fees; (e) legal fees incurred by each Fund; (f) solicitation costs;
and (g) brokerage cost of any necessary rebalancing of the Funds' investment
portfolios.
6. FEDERAL INCOME TAXES
The ABN AMRO/TAMRO Small Cap Fund will elect to be treated as a "regulated
investment company" under Subchapter M of the Internal Revenue Code and will
distribute substantially all of its taxable income. Accordingly, no provisions
for federal income taxes have been made in the accompanying financial
statements. The Fund intends to utilize provisions for federal income tax laws
which will allow it to carry a realized capital loss forward eight years
following the year of the loss and offset such losses against any future
realized capital gains. At October 31, 2001, there was a $2,914,646 capital loss
carry forward on ABN AMRO Small Cap Fund which will expire in 2009.
The ABN AMRO Small Cap Fund will distribute all ordinary income and capital
gains, if any, prior to the reorganization.
PROXY
ABN AMRO GROWTH FUND
A SERIES OF ABN AMRO FUNDS
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF
ABN AMRO FUNDS
THE UNDERSIGNED HEREBY APPOINTS GAIL HANSON AND DAVID WHITAKER, AND
EACH OF THEM, AS PROXIES, EACH WITH THE POWER TO APPOINT HIS OR HER SUBSTITUTE,
AND HEREBY AUTHORIZES THEM TO REPRESENT AND TO VOTE ALL SHARES OF ABN AMRO
GROWTH FUND OF ABN AMRO FUNDS HELD OF RECORD BY THE UNDERSIGNED ON JULY 18,
2002, AT THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 12, 2002
AND ANY ADJOURNMENT THEREOF.
BY SIGNING AND DATING THE LOWER PORTION OF THIS CARD, YOU AUTHORIZE
THE PROXIES TO VOTE THE PROPOSALS AS MARKED, OR IF NOT MARKED TO "APPROVE" THE
PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER AS MAY PROPERLY
COME BEFORE THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING
PLEASE COMPLETE AND MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE. THE
UNDERSIGNED HEREBY REVOKES ANY PROXY PREVIOUSLY GIVEN.
Please sign name or names as printed on proxy to authorize the voting
of your shares as indicated. Where shares are registered with joint owners all
joint owners should sign. Persons signing as executors, administrators,
trustees, etc. should so indicate.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholders. IF NO DIRECTION IS MADE THIS PROXY
WILL BE VOTED TO "APPROVE" THE PROPOSAL.
THE BOARD OF TRUSTEES OF THE ABN AMRO FUNDS RECOMMENDS THAT YOU VOTE
TO APPROVE THE PROPOSAL.
Please vote by filling in the box below.
1. To approve an Agreement and Plan of Reorganization providing for the
transfer of all of the assets and liabilities of the ABN AMRO Growth
Fund to the ABN AMRO/Chicago Capital Growth Fund in exchange for ABN
AMRO/Chicago Capital Growth Fund shares and the shares so received
will be distributed to shareholders of the ABN AMRO Growth Fund.
[ ] Approve [ ] Disapprove [ ] Abstain
Receipt of the Notice of Special Meeting and Proxy Statement is hereby
acknowledged.
Dated: _____________, 2002
____________________________________ ________________________________________
Signature(s) of Shareholder(s) Signature(s) of Joint Shareholder(s),
if any
This proxy must be signed by the beneficial owner of Fund shares. If signing as
attorney, executor, guardian or in some representative capacity or as an
officer of a corporation, please add title as such.
PROXY
ABN AMRO SMALL CAP FUND
A SERIES OF ABN AMRO FUNDS
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF
ABN AMRO FUNDS
THE UNDERSIGNED HEREBY APPOINTS GAIL HANSON AND DAVID WHITAKER, AND
EACH OF THEM, AS PROXIES, EACH WITH THE POWER TO APPOINT HIS OR HER SUBSTITUTE,
AND HEREBY AUTHORIZES THEM TO REPRESENT AND TO VOTE ALL SHARES OF ABN AMRO
SMALL CAP FUND OF ABN AMRO FUNDS HELD OF RECORD BY THE UNDERSIGNED ON JULY 18,
2002, AT THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 12, 2002
AND ANY ADJOURNMENT THEREOF.
BY SIGNING AND DATING THE LOWER PORTION OF THIS CARD, YOU AUTHORIZE
THE PROXIES TO VOTE THE PROPOSALS AS MARKED, OR IF NOT MARKED TO "APPROVE" THE
PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER AS MAY PROPERLY
COME BEFORE THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING
PLEASE COMPLETE AND MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE. THE
UNDERSIGNED HEREBY REVOKES ANY PROXY PREVIOUSLY GIVEN.
Please sign name or names as printed on proxy to authorize the voting
of your shares as indicated. Where shares are registered with joint owners all
joint owners should sign. Persons signing as executors, administrators,
trustees, etc. should so indicate.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholders. IF NO DIRECTION IS MADE THIS PROXY
WILL BE VOTED TO "APPROVE" THE PROPOSAL.
THE BOARD OF TRUSTEES OF THE ABN AMRO FUNDS RECOMMENDS THAT YOU VOTE
TO APPROVE THE PROPOSAL.
Please vote by filling in the box below.
1. To approve an Agreement and Plan of Reorganization providing for the
transfer of all of the assets and liabilities of the ABN AMRO Small
Cap Fund to the ABN AMRO/Chicago Capital Small Cap Fund in exchange
for ABN AMRO/Chicago Capital Small Cap Fund shares and the shares so
received will be distributed to shareholders of the ABN AMRO Small
Cap Fund.
[ ] Approve [ ] Disapprove [ ] Abstain
Receipt of the Notice of Special Meeting and Proxy Statement is hereby
acknowledged.
Dated: _____________, 2002
____________________________________ ________________________________________
Signature(s) of Shareholder(s) Signature(s) of Joint Shareholder(s),
if any
This proxy must be signed by the beneficial owner of Fund shares. If signing as
attorney, executor, guardian or in some representative capacity or as an
officer of a corporation, please add title as such.
PART C
OTHER INFORMATION
ITEM 15. INDEMNIFICATION.
Section 10.2 of the Registrant's Trust Instrument provides as follows:
10.2 Indemnification. The Trust shall indemnify each of its Trustees
against all liabilities and expenses (including amounts paid in
satisfaction of judgments, in compromise, as fines and penalties, and
as counsel fees) reasonably incurred by him in connection with the
defense or disposition of any action, suit or other proceeding, whether
civil or criminal, in which he may be involved or with which he may be
threatened, while as a Trustee or thereafter, by reason of his being or
having been such a Trustee except with respect to any matter as to
which he shall have been adjudicated to have acted in bad faith,
willful misfeasance, gross negligence or reckless disregard of his
duties, provided that as to any matter disposed of by a compromise
payment by such person, pursuant to a consent decree or otherwise, no
indemnification either for said payment or for any other expenses shall
be provided unless the Trust shall have received a written opinion from
independent legal counsel approved by the Trustees to the effect that
if either the matter of willful misfeasance, gross negligence or
reckless disregard of duty, or the matter of bad faith had been
adjudicated, it would in the opinion of such counsel have been
adjudicated in favor of such person. The rights accruing to any person
under these provisions shall not exclude any other right to which he
may be lawfully entitled, provided that no person may satisfy any right
of indemnity or reimbursement hereunder except out of the property of
the Trust. The Trustees may make advance payments in connection with
the indemnification under this Section 10.2, provided that the
indemnified person shall have given a written undertaking to reimburse
the Trust in the event it is subsequently determined that he is not
entitled to such indemnification.
The Trust shall indemnify officers, and shall have the power to
indemnify representatives and employees of the Trust, to the same
extent that Trustees are entitled to indemnification pursuant to this
Section 10.2.
Insofar as indemnification for liability arising under the 1933 Act may
be permitted to trustees, officers and controlling persons of Registrant
pursuant to the foregoing provisions, or otherwise, Registrant has been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in that Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person in
connection with the securities being registered, 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 that Act and will
be governed by the final adjudication of such issue.
Section 10.3 of the Registrant's Trust Instrument, also provides for
the indemnification of shareholders of the Registrant. Section 10.3 states as
follows:
10.3 Shareholders. In case any Shareholder or former Shareholder of any
Series shall be held to be personally liable solely by reason of his
being or having been a shareholder of such Series and not because of
his acts or omissions or for some other reason, the Shareholder or
former Shareholder (or his heirs, executors, administrators or other
legal representatives or, in the case of a corporation or other entity,
its corporate or other general successor) shall be entitled out of the
assets belonging to the applicable Series to be held harmless from and
indemnified against all loss and expense arising from such liability.
The Trust, on behalf of the affected Series, shall, upon
C-1
request by the Shareholder, assume the defense of any claim made
against the Shareholder for any act or obligation of the Trust and
satisfy any judgment thereon from the assets of the Series.
In addition, the Registrant currently has a trustees' and officers' liability
policy covering certain types of errors and omissions.
ITEM 16. EXHIBITS
(1)(a) Trust Instrument dated September 10, 1993, is incorporated by
reference to Exhibit (a) of Post-Effective Amendment No. 8 to
the Registrant's Registration Statement on Form N-1A as filed
via EDGAR on April 16, 1996.
(1)(b) State of Delaware Certificate of Amendment to Certificate of
Trust dated February 25, 1998, is incorporated by reference to
Exhibit (a)(2) of Post-Effective Amendment No. 33 to the
Registrant's Registration Statement on Form N-1A as filed via
EDGAR on September 21, 2001.
(1)(c) State of Delaware Certificate of Amendment to Certificate of
Trust dated September 10, 2001, is incorporated by reference
to Exhibit (a)(3) of Post-Effective Amendment No. 33 to the
Registrant's Registration Statement on Form N-1A as filed via
EDGAR on September 21, 2001.
(2) By-Laws are incorporated by reference to Exhibit No. 2 of
Post-Effective Amendment No. 7 to the Registrant's
Registration Statement on Form N-1A filed via EDGAR on
February 22, 1996.
(3) Not Applicable.
(4) Form of Agreement and Plan of Reorganization is filed herewith
as Exhibit A to Part A of this Registration Statement.
(5) Not Applicable.
(6)(a) Investment Advisory Agreement for ABN AMRO/TAMRO Small Cap
Fund (formerly Alleghany/TAMRO Small Cap Fund) is incorporated
by reference to Exhibit (d) of Post-Effective Amendment No. 30
to the Registrant's Registration Statement on Form N-1A as
filed via EDGAR on June 1, 2001.
(6)(b) Investment Advisory Agreement for ABN AMRO/Chicago Capital
Growth Fund (formerly Chicago Trust Growth and Income Fund) is
incorporated by reference to Exhibit (d)(2) of Post-Effective
Amendment No. 36 to the Registrant's Registration Statement on
Form N-1A as filed via EDGAR on December 28, 2001.
(7)(a) Distribution Agreement between ABN AMRO Funds and ABN AMRO
Distribution Services (USA), Inc., is incorporated by
reference to Exhibit (e)(1) of Post-Effective Amendment No. 36
to Registrant's Registration Statement on Form N-1A as filed
via EDGAR on December 28, 2001.
(7)(b) Amended Schedule A to the Distribution Agreement between ABN
AMRO Funds and ABN AMRO Distribution Services (USA), Inc., is
incorporated by reference to Exhibit (e)(2) of Post-Effective
Amendment No. 36 to the Registrant's Registration Statement in
Form N-1A as filed via EDGAR on December 28, 2001.
7(c) Form of Selling/Services Agreement for ABN AMRO Funds is
incorporated by reference to Exhibit (e)(2) of Post-Effective
Amendment No. 33 to the Registrant's Registration Statement on
Form N-1A as filed via EDGAR on September 21, 2001.
(8) Not Applicable.
(9)(a) Custodian Agreement between Bankers Trust Company and CT&T
Funds, dated June 1, 1997, incorporated by reference to
Exhibit No. 8(a) of Post-Effective Amendment No. 10 to the
Registrant's Registration Statement on Form N-1A as filed via
EDGAR on February 27, 1998.
C-2
(9)(b) Amendment No. 2 to the Custodian Agreement is incorporated by
reference to Exhibit (e) of Post-Effective Amendment No. 22 to
the Registrant's Registration Statement on Form N-1A as filed
via EDGAR on June 30, 2000.
(9)(c) Amendment No. 3 to the Custodian Agreement is incorporated by
reference to Exhibit (e) of Post-Effective Amendment No. 24 to
the Registrant's Registration Statement on Form N-1A as filed
via EDGAR on December 29, 2000.
(9)(d) Form of Amendment No. 4 to the Custodian Agreement between
Deutsche Bank/Bankers Trust Company and ABN AMRO Funds is
incorporated by reference to Exhibit (e)(4) of Post-Effective
Amendment No. 36 to the Registrant's Registration Statement on
Form N-1A as filed via EDGAR on December 28, 2001.
(9)(e) Global Custody Agreement between ABN AMRO Funds and the Chase
Manhattan Bank, dated August 13, 1998, including all
amendments, is incorporated herein by reference to Exhibit
(g)(5) to the Registrant's Registration Statement on Form N-1A
as filed via EDGAR on February 28, 2002.
(10)(a) Distribution and Services Plan pursuant to Rule 12b-1 is
incorporated by reference to Exhibit (m)(1) of Post-Effective
Amendment No. 33 to the Registrant's Registration Statement on
Form N-1A as filed via EDGAR on September 21, 2001.
(10)(b) Amended Schedule A to Distribution and Services Plan pursuant
to Rule 12b-1 is incorporated by reference to Exhibit (m)(2)
of Post-Effective Amendment No. 36 to the Registrant's
Registration Statement on Form N-1A as filed via EDGAR on
December 28, 2001.
(10)(c) Amended and Restated Distribution and Services Plan pursuant
to Rule 12b-1 is incorporated by reference to Exhibit (m)(2)
of Post-Effective Amendment No. 33 to the Registrant's
Registration Statement on Form N-1A as filed via EDGAR on
September 21, 2001.
(10)(d) 18f-3 Plan is incorporated by reference to Exhibit (n)(1) of
Post-Effective Amendment No. 33 to the Registrant's
Registration Statement on Form N-1A as filed via EDGAR on
September 21, 2001.
(10)(e) Amended Schedule A to 18f-3 Plan is incorporated by reference
to Exhibit (n)(2) of Post-Effective Amendment No. 36 to the
Registrant's Registration Statement on Form N-1A as filed via
EDGAR on December 28, 2001.
(11) Opinion and Consent of Counsel is incorporated by reference to
Exhibit (11) to the Registrant's Registration Statement on
Form N-14 as filed via EDGAR on June 24, 2002.
(12) Form of Opinion and Consent of Counsel supporting the tax
matters and consequences to shareholders discussed in the
proxy statement/prospectus is incorporated by reference to
Exhibit (12) to the Registrant's Registration Statement on
Form N-14 as filed via EDGAR on June 24, 2002.
(13)(a) Transfer Agency Services Agreement between Alleghany Funds and
PFPC, Inc., dated April 1, 2000, is incorporated by reference
to Exhibit (h)(1) of Post-Effective Amendment No. 22 to the
Registrant's Registration Statement on Form N-1A as filed via
EDGAR on June 30, 2000.
(13)(b) Amendment No. 1 to the Transfer Agency Services Agreement is
incorporated by reference to Exhibit (h)(2) of Post-Effective
Amendment No. 22 to the Registrant's Registration Statement on
Form N-1A as filed via EDGAR on June 30, 2000.
(13)(c) Amendment No. 2 to the Transfer Agency Services Agreement is
incorporated by reference to Post-Effective Amendment No. 26
to the Registrant's Registration Statement on Form N-1A as
filed via EDGAR on March 1, 2001.
(13)(d) Form of Amendment No. 3 to the Transfer Agency Services
Agreement is incorporated by reference to Exhibit (h)(4) of
Post-Effective Amendment No. 33 to the Registrant's
Registration Statement on Form N-1A as filed via EDGAR on
September 21, 2001.
(13)(e) Form of Amendment No. 4 to the Transfer Agency Services
Agreement is incorporated by reference to Exhibit (h)(6) of
Post-Effective Amendment No. 36 to the Registrant's
Registration Statement on Form N-1A as filed via EDGAR on
December 28, 2001.
C-3
(13)(f) Administration Agreement between Alleghany Funds and Alleghany
Investment Services Inc., dated June 17, 1999, is incorporated
by reference to Exhibit (h) of Post-Effective Amendment No. 17
to the Registrant's Registration Statement on Form N-1A as
filed via EDGAR on June 28, 1999.
(13)(g) Amendment No. 1 to the Administration Agreement is
incorporated by reference to Exhibit (h)(3) of Post-Effective
Amendment No. 22 to the Registrant's Registration Statement on
Form N-1A as filed via EDGAR on June 30, 2000.
(13)(h) Amendment No. 2 to the Administration Agreement is
incorporated by reference to Exhibit (h) of Post Effective
Amendment No. 24 to the Registrant's Registration Statement on
Form N-1A as filed via EDGAR on December 29, 2000.
(13)(i) Amendment No. 3 to the Administration Agreement is
incorporated by reference to Exhibit (h)(9) of Post-Effective
Amendment No. 36 to the Registrant's Registration Statement on
Form N-1A as filed via EDGAR on December 28, 2001.
(13)(j) Amendment No. 4 to the Administration Agreement is
incorporated by reference to Exhibit (h)(10) of Post-Effective
Amendment No. 36 to the Registrant's Registration Statement on
Form N-1A as filed via EDGAR on December 28, 2001.
(13)(k) Amendment No. 5 to the Administration Agreement is
incorporated by reference to Exhibit (h)(11) of Post-Effective
Amendment No. 42 to the Registrant's Statement on Form N-1A as
filed via EDGAR on June 17, 2002.
(13)(l) Sub-Administration and Accounting Services Agreement between
Alleghany Investment Services Inc. and PFPC Inc., dated April
1, 2000, is incorporated by reference to Exhibit (h)(4) of
Post-Effective Amendment No. 22 to the Registrant's
Registration Statement on Form N-1A as filed via EDGAR on June
30, 2000.
(13)(m) Amendment No. 1 to the Sub-Administration and Accounting
Services Agreement is incorporated by reference to Exhibit
(h)(5) of Post-Effective Amendment No. 22 to the Registrant's
Registration Statement on Form N-1A as filed via EDGAR on June
30, 2000.
(13)(n) Amendment No. 2 to the Sub-Administration and Accounting
Services Agreement is incorporated by reference to
Post-Effective Amendment No. 26 to the Registrant's
Registration Statement on Form N-1A as filed via EDGAR on
March 1, 2001.
(13)(o) Form of Amendment No. 3 to the Sub-Administration and
Accounting Services Agreement is incorporated by reference to
Exhibit (h)(13) of Post-Effective Amendment No. 33 to the
Registrant's Registration Statement on Form N-1A as filed via
EDGAR on September 21, 2001.
(13)(p) Form of Amendment No. 4 to the Sub-Administration and
Accounting Services Agreement is incorporated by reference to
Exhibit (h)(16) of Post-Effective Amendment No. 36 to the
Registrant's Registration Statement on Form N-1A as filed via
EDGAR on December 28, 2001.
(14) Consent of Ernst & Young LLP is filed herewith.
(15) Not Applicable.
(16) Power of Attorney for Trustees of the Registrant is
incorporated by reference to Exhibit (16) to the Registrant's
Registration Statement on Form N-14 as filed via EDGAR on June
24, 2002.
(17)(a) Prospectus and SAI for the ABN AMRO Funds dated March 1, 2002,
are incorporated by reference to Post-Effective Amendment No.
39 to the Registrant's Registration Statement on Form N-1A as
filed via EDGAR on February 28, 2002.
(17)(b) Audited Financial Statements for the ABN AMRO Funds dated
October 31, 2001, are incorporated by reference to the
Registrant's N-30D filings as filed via EDGAR on January 3,
2002.
(17)(c) Unaudited Financial Statements for the ABN AMRO Funds dated
April 30, 2002, are incorporated by reference to the
Registrant's N-30D filings as filed via EDGAR on June 27,
2002.
ITEM 17. UNDERTAKINGS.
(1) The undersigned registrant agrees that prior to any public
reoffering of the securities registered through the use of a prospectus which is
a part of this registration statement by any person or
C-4
party who is deemed to be an underwriter within the meaning of Rule 145(c) of
the Securities Act, the reoffering prospectus will contain the information
called for by the applicable registration form for reofferings by persons who
may be deemed underwriters, in addition to the information called for by the
other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the 1933 Act, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.
(3) The undersigned registrant undertakes to file, by post-effective
amendment (i) an opinion of counsel supporting the tax matters and consequences
to shareholders discussed in the proxy statement/prospectus, which is part of
the registration statement, and (ii) the agreement and plan of reorganization,
within a reasonable time after receipt of such opinion and execution of such
agreement, respectively,
C-5
SIGNATURES
As required by the Securities Act of 1933, this registration statement
has been signed on behalf of the registrant, in the City of Chicago, the State
of Illinois, on the 24th day of July 2002.
ABN AMRO Funds
By /s/ Kenneth C. Anderson
------------------------------------------
Kenneth C. Anderson, President
As required by the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated:
/s/ Leonard F. Amari* Trustee July 24, 2002
- ------------------------------------ -------------
Leonard F. Amari Date
/s/ Stuart D. Bilton* Chairman, Board of Trustees July 24, 2002
- ------------------------------------ -------------
Stuart D. Bilton Date
/s/ Arnold F. Brookstone* Trustee July 24, 2002
- ------------------------------------ -------------
Arnold F. Brookstone Date
/s/ Robert Feitler* Trustee July 24, 2002
- ------------------------------------ -------------
Robert Feitler Date
/s/ Robert A. Kushner* Trustee July 24, 2002
- ------------------------------------ -------------
Robert A. Kushner Date
/s/ Gregory T. Mutz* Trustee July 24, 2002
- ------------------------------------ -------------
Gregory T. Mutz Date
/s/ Robert B. Scherer* Trustee July 24, 2002
- ------------------------------------ -------------
Robert B. Scherer Date
/s/ Nathan Shapiro* Trustee July 24, 2002
- ------------------------------------ -------------
Nathan Shapiro Date
/s/ Denis Springer* Trustee July 24, 2002
- ------------------------------------ -------------
Denis Springer Date
/s/ James Wynsma* Trustee July 24, 2002
- ------------------------------------ -------------
James Wynsma Date
/s/ Kenneth C. Anderson President July 24, 2002
- ------------------------------------ (Principal Executive Officer) -------------
Kenneth C. Anderson Date
/s/ Gerald F. Dillenburg Senior Vice President, Secretary & July 24, 2002
- ------------------------------------ Treasurer (Principal Accounting & -------------
Gerald F. Dillenburg Financial Officer) Date
- -------------
* Gerald F. Dillenburg signs this document pursuant to power of attorney
previously filed.
EXHIBIT INDEX
Ex. 99.14 Consent of Ernst & Young LLP.