INTRUST FUNDS TRUST, 497, 1998-03-04

INTRUST FUNDS TRUST
497, 1998-03-04

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<PAGE> 1

INTRUST FUNDS TRUST
3435 STELZER ROAD, COLUMBUS, OHIO 43219

GENERAL AND ACCOUNT INFORMATION:
(888) 266-8787

INSTITUTIONAL PREMIUM CLASS AND INSTITUTIONAL
SERVICE CLASS PROSPECTUS

INTRUST BANK, N.A. -- INVESTMENT ADVISER
("INTRUST" OR THE "ADVISER")

BISYS FUND SERVICES --
ADMINISTRATOR, SPONSOR AND DISTRIBUTOR ("BISYS")
- --------------------------------------------------------------------------------

This Prospectus describes six funds, one money market fund (the "Money
Market Fund") and five non-money market funds (the "Non Money Market Funds")
(each a "Fund" and collectively, the "Funds"), all of which are managed by
INTRUST. The Funds and their investment objectives are:

- THE MONEY MARKET FUND SEEKS TO PROVIDE INVESTORS WITH CURRENT INCOME,
LIQUIDITY AND THE MAINTENANCE OF A STABLE NET ASSET VALUE OF $1.00 PER
SHARE BY INVESTING IN HIGH QUALITY, SHORT-TERM OBLIGATIONS.

- THE SHORT-TERM BOND FUND SEEKS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL
OF CURRENT INCOME AS IS CONSISTENT WITH LIQUIDITY AND SAFETY OF PRINCIPAL
BY INVESTING PRIMARILY IN INVESTMENT GRADE SHORT-TERM OBLIGATIONS.

- THE INTERMEDIATE BOND FUND SEEKS TO PROVIDE INVESTORS WITH AS HIGH A
LEVEL OF CURRENT INCOME AS IS CONSISTENT WITH MANAGING FOR TOTAL RETURN
BY INVESTING IN FIXED INCOME SECURITIES.

- THE STOCK FUND SEEKS TO PROVIDE INVESTORS WITH LONG-TERM CAPITAL
APPRECIATION.

- THE INTERNATIONAL MULTI-MANAGER STOCK FUND SEEKS TO PROVIDE INVESTORS
WITH LONG-TERM CAPITAL APPRECIATION BY INVESTING IN EQUITY SECURITIES OF
ISSUERS BASED OUTSIDE OF THE UNITED STATES. THE INTERNATIONAL
MULTI-MANAGER STOCK FUND SEEKS TO ACHIEVE ITS OBJECTIVE BY INVESTING ALL
OF ITS INVESTABLE ASSETS IN THE INTERNATIONAL EQUITY PORTFOLIO (THE
"PORTFOLIO") OF THE AMR INVESTMENT SERVICES TRUST.

- THE KANSAS TAX-EXEMPT BOND FUND SEEKS TO PRESERVE CAPITAL WHILE PRODUCING
CURRENT INCOME THAT IS EXEMPT FROM BOTH FEDERAL AND KANSAS STATE INCOME
TAXES.

This Prospectus describes the two Classes of shares of each Fund, the
Institutional Service Class and the Institutional Premium Class shares. See
"Other Information--Capitalization Structure." The Funds are separate investment
funds of INTRUST Funds Trust (the "Trust"), a Delaware business trust and
registered open-end, diversified management investment company.

The International Multi-Manager Stock Fund, unlike other mutual funds which
directly acquire and manage their own portfolios of securities, seeks to achieve
its investment objective by investing all of its investable assets in another
mutual fund whose investment objective and policies are substantially identical.
This two-tiered investment approach is commonly referred to as a master feeder
fund structure.

AN INVESTMENT IN SHARES OF THE TRUST IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE MONEY MARKET FUND WILL
BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

SHARES OF THE TRUST ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, INTRUST OR ANY OF ITS AFFILIATES, AND ARE NOT FEDERALLY INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY
OTHER GOVERNMENT AGENCY, AND MAY INVOLVE INVESTMENT RISK, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL.

THIS PROSPECTUS SETS FORTH CONCISELY THE INFORMATION A PROSPECTIVE INVESTOR
SHOULD KNOW BEFORE INVESTING IN ANY OF THE FUNDS AND SHOULD BE READ AND RETAINED
FOR INFORMATION ABOUT EACH FUND.

A Statement of Additional Information (the "SAI"), dated March 2, 1998,
containing additional and more detailed information about the Funds has been
filed with the Securities and Exchange Commission ("SEC") and is available,
along with other materials, on the SEC Internet Web Site (htpp://www.sec.gov).
The SAI is incorporated by reference into this Prospectus. It is available
without charge and can be obtained by writing or calling the Funds at the
address or information number printed above.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Date of this Prospectus is March 2, 1998.
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
FUND EXPENSES............................................... 1
FEE TABLE................................................... 1
FINANCIAL HIGHLIGHTS........................................ 5
HIGHLIGHTS.................................................. 8
THE INVESTMENT POLICIES AND PRACTICES OF THE FUNDS.......... 17
INVESTMENT RESTRICTIONS..................................... 34
RISKS OF INVESTING IN THE FUNDS............................. 35
MANAGEMENT OF THE FUNDS..................................... 39
FUND SHARE VALUATION........................................ 49
PURCHASE OF FUND SHARES..................................... 52
MINIMUM PURCHASE REQUIREMENTS............................... 53
INDIVIDUAL RETIREMENT ACCOUNTS.............................. 53
EXCHANGE OF FUND SHARES..................................... 54
REDEMPTION OF FUND SHARES................................... 55
DIVIDENDS, DISTRIBUTIONS AND FEDERAL INCOME TAX............. 57
OTHER INFORMATION........................................... 62
APPENDIX.................................................... A-1
</TABLE>

(i)
<PAGE> 3

FUND EXPENSES

The following expense table lists the costs and expenses that an investor
in the Institutional Service Class of shares will incur either directly or
indirectly as a shareholder of a Fund. The information is based upon expenses
for the Funds for the fiscal year ended October 31, 1997, adjusted to reflect
anticipated expense levels and currently effective waivers and reimbursements.
Shareholders in the Institutional Premium Class of shares may be subject to an
additional shareholder servicing charge of up to 0.50% of average daily net
assets (see "Fee Table" on following page).

FEE TABLE

INSTITUTIONAL SERVICE CLASS

<TABLE>
<CAPTION>
MONEY INTERNATIONAL KANSAS
MARKET SHORT-TERM INTERMEDIATE MULTI-MANAGER TAX-EXEMPT
FUND BOND FUND BOND FUND STOCK FUND STOCK FUND BOND FUND
------ ---------- ------------ ---------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on
Purchases (as a percentage of
offering price)............... None None None None None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a
percentage of offering
price)........................ None None None None None None
Deferred Sales Load (as a
percentage of redemption
proceeds)..................... None None None None None None
Redemption Fees1................ None None None None None None
Exchange Fees................... None None None None None None
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average
net assets)
Management Fees (after waivers
and reimbursements)2.......... 0.15% 0.19% 0.29% 0.87% 0.83% 0.30%
12b-1 Fees (after waivers)3..... 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Other Expenses (after waivers
and reimbursements)4.......... 0.54% 0.50% 0.52% 0.45% 0.59% 0.43%
----- ----- ----- ----- ----- -----
Total Portfolio Operating
Expenses (after waivers and
reimbursements)2.............. 0.69% 0.69% 0.81% 1.32% 1.42%5 0.73%
===== ===== ===== ===== ===== =====
</TABLE>

The Purpose of the above table is to assist a shareholder in the
Institutional Service Class of shares in understanding the various costs and
expenses that an investor in the Funds will bear.
- ---------------

1 Shareholders may be charged a wire redemption fee by their bank for receiving
a wire payment on their behalf.

2 Absent waivers and reimbursements, Management Fees, 12b-1 Fees, Other Expenses
and Total Portfolio Operating Expenses would be 0.25%, 0.25%, 0.54% and 1.04%
for the Money Market Fund; 0.40%, 0.25%, 0.50% and 1.15% for the Short-Term
Bond Fund; 0.40%, 0.25%, 0.52% and 1.17% for the Intermediate Bond Fund;
1.00%, 0.25%, 0.45% and 1.70% for the Stock Fund;
<PAGE> 4

1.25%, 0.25%, 0.93% and 2.43% for the International Multi-Manager Stock
Fund; and 0.30%, 0.25%, 0.43% and 0.98% for the Kansas Tax-Exempt Bond
Fund, respectively.

(3) The fee under each Fund's Distribution Plan and Agreement is calculated on
the basis of the average net assets of each Fund at an annual rate not to
exceed 0.25%.

(4) Includes a fee of 0.08% for shareholder servicing.

(5) The International Multi-Manager Stock Fund pays BISYS a 0.12% administrative
fee (0.15% without waivers) and has other expenses of 0.38% and the
Portfolio pays advisory and administrative fees, of which the International
Multi-Manager Stock Fund bears its pro rata portion. The Trust's Board of
Trustees believes that the aggregate per share expenses of the Fund and the
Portfolio will be approximately equal to the expenses the Fund would incur
if its assets were invested directly in foreign securities. Management Fees
are 0.48% at the Portfolio level and 0.35% at the Fund level (0.40% at the
Fund level without waivers).

EXAMPLE:(1)

You would pay the following expenses on a $1,000 investment, assuming (1)
5% gross annual return and (2) redemption at the end of each time period:

<TABLE>
<CAPTION>
MONEY INTERNATIONAL KANSAS
MARKET SHORT-TERM INTERMEDIATE MULTI-MANAGER TAX-EXEMPT
FUND BOND FUND BOND FUND STOCK FUND STOCK FUND BOND FUND
------ ---------- ------------ ---------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
1 year..................... $ 7 $ 7 $ 8 $ 13 $ 14 $ 7
3 years.................... $ 22 $ 22 $ 26 $ 42 $ 45 $ 23
5 years.................... $ 38 $ 38 $ 45 $ 72 $ 78 $ 41
10 years................... $ 86 $ 86 $100 $159 $170 $ 91
Without Waivers or
Reimbursements:
1 year..................... $ 11 $ 12 $ 12 $ 17 $ 25 $ 10
3 years.................... $ 33 $ 37 $ 37 $ 54 $ 76 $ 31
5 years.................... $ 57 $ 63 $ 64 $ 92 $130 $ 54
10 years................... $127 $140 $142 $201 $277 $120
</TABLE>

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

(1) This example should not be considered a representation of past or future
expenses which may be more or less than those shown. The assumed 5% annual
return is hypothetical and should not be considered a representation of
past or future annual return; actual return may be greater or less than
the assumed amount.

2
<PAGE> 5

The following expense table lists the costs and expenses that an investor
in the Institutional Premium Class of shares will incur either directly or
indirectly as a shareholder of a Fund. The information is based upon expenses
for the Funds for the fiscal year ended October 31, 1997, adjusted to reflect
anticipated expense levels and currently effective waivers and reimbursements.
Shareholders in the Institutional Premium Class of shares may be subject to an
additional shareholder servicing charge of up to 0.50% of average daily net
assets to which Institutional Service Class shareholders are not subject.

FEE TABLE

INSTITUTIONAL PREMIUM CLASS

<TABLE>
<CAPTION>
MONEY INTERNATIONAL KANSAS
MARKET SHORT-TERM INTERMEDIATE MULTI-MANAGER TAX-EXEMPT
FUND BOND FUND BOND FUND STOCK FUND STOCK FUND BOND FUND
------ ---------- ------------ ---------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION
EXPENSES
Maximum Sales Load Imposed
on Purchases (as a
percentage of offering
price)................... None None None None None None
Maximum Sales Load Imposed
on Reinvested Dividends
(as a percentage of
offering price).......... None None None None None None
Deferred Sales Load (as a
percentage of redemption
proceeds)................ None None None None None None
Redemption Fees1........... None None None None None None
Exchange Fees.............. None None None None None None
ANNUAL FUND OPERATING
EXPENSES
(as a percentage of
average net assets)
Management Fees (after
waivers and
reimbursements)(2)....... 0.15% 0.19% 0.29% 0.87% 0.83% 0.30%
12b-1 Fees (after
waivers)(3).............. 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Other Expenses (after
waivers and
reimbursements)(4)....... 1.04% 1.00% 1.02% 0.95% 1.09% 0.93%
---- ---- ---- ---- ---- ----
Total Portfolio Operating
Expenses (after waivers
and reimbursements)(2)... 1.19% 1.19% 1.31% 1.82% 1.92%(5) 1.23%
==== ==== ==== ==== ==== ====
</TABLE>

The purpose of this table is to assist a shareholder in the Institutional
Premium Class of shares in understanding the various costs and expenses that an
investor in the Funds will bear.
- ---------------

(1) Shareholders may be charged a wire redemption fee by their bank for
receiving a wire payment on their behalf.

3
<PAGE> 6

(2) Absent waivers and reimbursements, Management Fees, 12b-1 Fees, Other
Expenses and Total Portfolio Operating Expenses would be 0.25%, 0.25%,
1.04% and 1.54% for the Money Market Fund; 0.40%, 0.25%, 1.00% and 1.65%
for the Short-Term Bond Fund; 0.40%, 0.25%, 1.02% and 1.67% for the
Intermediate Bond Fund; 1.00%, 0.25%, 0.95% and 2.20% for the Stock Fund;
1.25%, 0.25%, 1.43% and 2.93% for the International Multi-Manager Stock
Fund; and 0.30%, 0.25%, 0.79% and 1.34% for the Kansas Tax-Exempt Bond Fund,
respectively.

(3) The fee under each Fund's Distribution Plan and Agreement is calculated on
the basis of the average net assets of each Fund at an annual rate not to
exceed 0.25%.

(4) Other expenses include a fee of 0.08% for shareholder servicing and an
additional fee of 0.50% for recordkeeping, communicating with and education
of shareholders, fiduciary services (excluding investment management) and
asset allocation services. Compensation to salespersons may vary depending
upon which class is sold.

(5) The International Multi-Manager Stock Fund pays BISYS a 0.12% administrative
fee (0.15% without waivers) and has other expenses of 0.88% and the
Portfolio pays advisory and administrative fees, of which the International
Multi-Manager Stock Fund bears its pro rata portion. The Trust's Board of
Trustees believes that the aggregate per share expenses of the Fund and the
Portfolio will be approximately equal to the expenses the Fund would incur
if its assets were invested directly in foreign securities. Management Fees
are 0.48% at the Portfolio level and 0.35% at the Fund level (0.40% at the
Fund level without waivers).

EXAMPLE:*

You would pay the following expenses on a $1,000 investment, assuming (1)
5% gross annual return and (2) redemption at the end of each time period:

<TABLE>
<CAPTION>
MONEY INTERNATIONAL KANSAS
MARKET SHORT-TERM INTERMEDIATE MULTI-MANAGER TAX-EXEMPT
FUND BOND FUND BOND FUND STOCK FUND STOCK FUND BOND FUND
------ ---------- ------------ ---------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
1 year..................... $ 12 $ 12 $ 13 $ 18 $ 19 $ 13
3 years.................... $ 38 $ 38 $ 42 $ 57 $ 60 $ 39
5 years.................... $ 65 $ 65 $ 72 $ 99 $104 $ 68
10 years................... $144 $144 $158 $214 $224 $149
Without Waivers or
Reimbursements:
1 year..................... $ 16 $ 17 $ 17 $ 22 $ 30 $ 15
3 years.................... $ 49 $ 52 $ 53 $ 69 $ 91 $ 47
5 years.................... $ 84 $ 90 $ 91 $118 $154 $ 81
10 years................... $183 $195 $198 $253 $325 $177
</TABLE>

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

* This example should not be considered a representation of past or future
expenses which may be more or less than those shown. The assumed 5% annual
return is hypothetical and should not be considered a representation of past
or future annual return; actual return may be greater or less than the assumed
amount.

4
<PAGE> 7

FINANCIAL HIGHLIGHTS

The following tables present per share financial information for the
periods ended October 31, 1997 for each Fund. Each of the Financial Highlights
has been audited by KPMG Peat Marwick LLP, independent public accountants, whose
report on the financial statements of the Funds appears in the Funds' Annual
Report for the fiscal year ended October 31, 1997 (the "Annual Report"). These
statements should be read in conjunction with the "Report of Independent
Accountants," the other audited financial statements and related notes which are
contained in the Annual Report. Additional performance information is set forth
in the Annual Report which is available upon request and without charge by
calling (888) 266-8787.

<TABLE>
<CAPTION>
INTERNATIONAL KANSAS
MONEY SHORT-TERM INTERMEDIATE MULTI-MANAGER TAX-EXEMPT
MARKET FUND BOND FUND BOND FUND STOCK FUND STOCK FUND BOND FUND
1/23/97 TO 1/21/97 TO 1/21/97 TO 1/21/97 TO 1/20/97 TO 9/1/97 TO
10/31/97(A) 10/31/97(A) 10/31/97(A) 10/31/97(A) 10/31/97(A) 10/31/97+
----------- ----------- ------------ ----------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning
of Period............... $ 1.000 $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.66
Investment Activities:
Net investment income... 0.038 0.42 0.45 0.04 0.11 0.09
Net realized and
unrealized gains
(losses) from
investments........... -- 0.08 0.21 1.27 0.86 0.07
Total from Investment
Activities.......... 0.038 0.50 0.66 1.31 0.97 0.16
Distributions
Net investment income... (0.038) (0.42) (0.45) -- -- (0.09)
Total Distributions... (0.038) (0.42) (0.45) -- -- (0.09)
Net Asset Value, End of
Period.................. $ 1.000 $ 10.08 $ 10.21 $ 11.31 $ 10.97 $ 10.73
Total Return(b)........... 3.86% 5.13% 6.77% 13.10% 9.70% 1.51%
Ratios/Supplementary Data:
Net Assets at end of
period (000).......... $55,566 $52,682 $46,492 $79,834 $41,135 $103,616
Ratio of expenses to
average net
assets(c)............. 0.71% 0.78% 0.90% 1.41% 1.42% 0.21%
Ratio of net investment
income to average net
assets(c)............. 4.92% 5.48% 5.83% 0.63% 1.91% 5.10%
Ratio of expenses to
average net
assets*(c)............ 1.11% 1.25% 1.27% 1.80% 1.75% 0.82%
Ratio of net investment
income to average net
assets*(c)............ 4.52% 5.01% 5.46% 0.24% 1.58% 4.49%
Portfolio turnover...... 84.41% 108.73% 71.76% 5.87%
Average commission rate
paid(d)............... -- -- -- $ 0.056 -- --
</TABLE>

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

* During the period certain fees were voluntarily reduced. If such voluntary
fee reductions had not occurred, the ratios would have been as indicated.

+ Formerly the Kansas Tax Free Income Portfolio of the SEI Tax-Exempt Trust.
Effective September 1, 1997, the Kansas Tax-Exempt Bond Fund changed its
fiscal year end from August 31 to October 31.

5
<PAGE> 8

(a) Period from commencement of operations.

(b) Not annualized.

(d) Represents the dollar amount of commission paid on portfolio transactions
divided by the total number of shares purchased and sold for which
commissions were charged.

KANSAS TAX-EXEMPT BOND FUND

The following Financial Highlights are that of the Fund and its predecessor
fund, the Kansas Tax Free Income Portfolio (the "SEI Fund"). Prior to the
reorganization of the SEI Fund with and into the Fund on May 17, 1997, the Fund
had not commenced operations. The following financial highlights for fiscal year
ended August 31, 1997 have been audited by KPMG Peat Marwick LLP, independent
public accountants to the Fund. This information, as it relates to fiscal year
ended August 31, 1997, should be read in conjunction with the Fund's financial
statements and notes thereto which appear, along with the report of KPMG Peat
Marwick LLP, in the Fund's Annual Report to Shareholders for the Year Ended
August 31, 1997 (the "Kansas Tax-Exempt Bond Fund Annual Report"). Additional
performance information is set forth in the Kansas Tax-Exempt Bond Fund Annual
Report, which is available upon request and without charge by calling (888)
266-8787. The financial highlights for fiscal years ended August 31, 1991
through 1996 were audited by Arthur Andersen LLP, independent public accountants
to the SEI Fund and should be read in conjunction with the respective period
financial statements and notes thereto included in the annual reports of the SEI
Funds.

6
<PAGE> 9

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
KANSAS TAX-EXEMPT BOND FUND(A)
-------------------------------------------------------------------------------
YEARS ENDED AUGUST 31,
9/1/97 TO -------------------------------------------------------------------
10/31/97 1997 1996 1995 1994 1993 1992 1991
--------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, beginning
of period................ $ 10.66 $ 10.51 $ 10.63 $ 10.47 $ 10.91 $ 10.50 $ 10.13 $ 10.00
Investment Activities:
Net investment income.... 0.09 0.55 0.56 0.57 0.57 0.58 0.60 0.42
Net realized and
unrealized gains
(losses) from
investments............ 0.07 0.19 (0.12) 0.16 (0.42) 0.46 0.37 0.08
Total from Investment
Activities:.......... 0.16 0.74 0.44 0.73 0.15 1.04 0.97 0.50
Distributions:
Net investment income.... (0.09) (0.59) (0.56) (0.57) (0.57) (0.58) (0.59) (0.37)
Net realized gains....... -- -- -- -- (0.02) (0.05) (0.01) --
Total Distributions.... (0.09) (0.59) (0.56) (0.57) (0.59) (0.63) (0.60) (0.37)
Net Asset Value, end of
period................... $ 10.73 $ 10.66 $ 10.51 $ 10.63 $ 10.47 $ 10.91 $ 10.50 $ 10.13
Total Return............... 1.51% 7.27% 4.23% 7.23% 1.41% 10.38% 9.78% 5.12%
Ratios/Supplementary Data:
Net assets at end of
period (000)........... $103,616 $96,780 $72,066 $65,834 $62,346 $58,197 $45,609 $29,242
Ratio of expenses to
average net assets..... 0.21%** 0.21% 0.21% 0.21% 0.21% 0.21% 0.22% 0.31%**
Ratio of net investment
income to average net
assets................. 5.10%** 5.20% 5.31% 5.47% 5.36% 5.56% 5.87% 5.85%**
Ratio of expenses to
average net assets*.... 0.82%** 0.62% 0.51% 0.51% 0.54% 0.51% 0.52% 0.61%**
Ratio of net investment
income to average net
assets*................ 4.49%** 4.79% 5.01% 5.17% 5.03% 5.26% 5.57% 5.55%**
Portfolio turnover......... 5.87% 8.78% 12.71% 17.60% 10.57% 23.04% 12.69% 21.82%**
</TABLE>

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

* During the period certain fees were voluntarily reduced. If such voluntary
fee reductions had not occurred, the ratios would have been as indicated.

** Annualized.

(a) Effective September 1, 1997, the Fund changed its fiscal year end from
August 31 to October 31.

7
<PAGE> 10

HIGHLIGHTS

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS

This Prospectus describes six funds, one money market fund and five
non-money market funds, all of which are managed by INTRUST. Each Fund has
distinct investment objectives and policies.

As a matter of fundamental policy, notwithstanding any limitation
otherwise, each Fund is authorized to seek to achieve its investment objective
by investing all of its investable assets in an investment company having
substantially the same investment objective and policies as the Fund.

MONEY MARKET FUND:

MONEY MARKET FUND. The investment objective of the Money Market Fund is to
provide investors with current income, liquidity and the maintenance of a stable
net asset value of $1.00 per share by investing in high quality, U.S.
dollar-denominated short-term obligations which are determined by the Adviser to
present minimal credit risks.

The Money Market Fund may invest in obligations permitted to be purchased
under Rule 2a-7 of the Investment Company Act of 1940 (the "1940 Act")
including, but not limited to, (1) obligations of the U.S. Government or its
agencies or instrumentalities; (2) commercial paper, loan participation
interests, medium-term notes, asset-backed securities and other promissory
notes, including floating or variable rate obligations; and (3) domestic,
Yankeedollar and Eurodollar certificates of deposit, time deposits, bankers'
acceptances, commercial paper, bearer deposit notes and other promissory notes,
including floating or variable rate obligations issued by U.S. or foreign bank
holding companies and their bank subsidiaries, branches and agencies. The Money
Market Fund will invest only in issuers or instruments that at the time of
purchase (1) have received the highest short-term rating by at least two
Nationally Recognized Statistical Rating Organizations ("NRSROs") such as "A-1"
by Standard & Poor's Corporation ("S&P") and "P-1" by Moody's Investors
Services, Inc., ("Moody's"); (2) are single rated and have received the highest
short-term rating by a NRSRO; or (3) are unrated, but are determined to be of
comparable quality by the Adviser pursuant to guidelines approved by the Board
and subject to ratification by the Board. The Money Market Fund may also
purchase securities on a "when-issued" basis and purchase or sell them on a
"forward commitment" basis.

The Money Market Fund will concentrate its investments in obligations
issued by the banking industry. Concentration in this context means the
investment of more than 25% of the Money Market Fund's assets in such industry.
However, for temporary defensive purposes during periods when the Adviser
believes that maintaining this concentration may be inconsistent with the best
interest of shareholders, the Money Market Fund will not maintain this
concentration. The Money Market Fund's policy of concentration in the banking
industry increases the Fund's exposure to market conditions prevailing in that
industry.

The Money Market Fund may also invest in variable rate master demand
obligations which are unsecured demand notes that permit the indebtedness
thereunder to vary, and provide for periodic adjustments in the interest rate.
Because master demand obligations are direct lending arrangements between the

8
<PAGE> 11

Money Market Fund and the issuer, they are not normally traded. There is no
secondary market for the notes; however, the period of time remaining until
payment of principal and accrued interest can be recovered under a variable rate
master demand obligation generally will not exceed seven days. To the extent
this period is exceeded, the obligation in question would be considered
illiquid. Issuers of variable rate master demand obligations must satisfy the
same criteria as set forth for other promissory notes (e.g.,commercial paper).
The Money Market Fund will invest in variable rate master demand obligations
only when such obligations are determined by the Adviser, pursuant to guidelines
established by the Board of Trustees, to be of comparable quality to rated
issuers or instruments eligible for investment by the Money Market Fund. In
determining dollar-weighted average portfolio maturity, a variable rate master
demand obligation, the principal amount of which must unconditionally be paid in
397 calendar days, will be deemed to have a maturity equal to the earlier of the
period of time remaining until the next readjustment of the interest rate or the
period of time remaining until the principal amount can be recovered from the
issuer on demand. A variable rate master demand obligation, the principal amount
of which is scheduled to be paid in more than 397 calendar days, that is subject
to a demand feature, shall be deemed to have a maturity equal to the longer of
the period remaining until the next readjustment of the interest rate or the
period remaining until the principal mount can be recovered through demand.

Amortized Cost Method of Valuation for the Money Market Fund

Portfolio investments of the Money Market Fund are valued based on the
amortized cost valuation technique pursuant to Rule 2a-7 under the 1940 Act.
Obligations in which the Money Market Fund invests generally have remaining
maturities of 397 days or less, although upon satisfying certain conditions of
Rule 2a-7, the Fund may, to the extent otherwise permissible, invest in
instruments subject to repurchase agreements and certain variable and floating
rate obligations that bear longer final maturities. The dollar-weighted average
portfolio maturity of the Money Market Fund will not exceed 90 days. See the SAI
for an explanation of the amortized cost valuation method.

On behalf of the Fund, the Adviser has entered into a subadvisory agreement
with AMR Investment Services, Inc. ("AMR") pursuant to which AMR will provide
investment advisory services to the Fund.

NON-MONEY MARKET FUNDS:

SHORT-TERM BOND FUND. The objective of the Short-Term Bond Fund is to seek
as high a level of current income as is consistent with liquidity and safety of
principal by investing primarily in investment grade short-term obligations. At
least 65% of its total assets will be invested in bonds that are rated, at the
time of purchase, within the three highest long-term or two highest short-term
rating categories assigned by a nationally recognized statistical rating
organization ("NRSRO"), such as Moody's, S&P or Fitch Investors Services, Inc.,
or which are unrated and determined by the Adviser to be of comparable quality.

The Fund invests in fixed income securities such as U.S. Government
Securities, corporate bonds and asset backed securities (including mortgage
backed securities).

9
<PAGE> 12

The Fund invests in debt obligations with maturities (or average life in
the case of mortgage-backed and similar securities) ranging from short-term
(including overnight) to 12 years and seeks to maintain an average
dollar-weighted portfolio maturity of between 1 and 3 years. For purposes of
this Fund a "bond" is defined as a debt instrument with a fixed interest rate.

On behalf of the Fund, the Adviser has entered into a subadvisory agreement
with Galliard Capital Management, Inc. ("Galliard") pursuant to which Galliard
will provide investment advisory services to the Fund.

INTERMEDIATE BOND FUND. The investment objective of the Intermediate Bond
Fund is to provide as high a level of current income as is consistent with
managing for total return by investing at least 65% of its total assets in fixed
income securities. The Fund invests primarily in high quality fixed income
securities such as U.S. Government securities, corporate bonds and asset-backed
securities (including mortgage-backed securities). A minimum of 65% of the
Fund's total assets will be invested in securities rated "A" or better by a
primary credit rating agency and the Fund will seek to maintain a minimum
average portfolio quality rating of "AA." All securities will be rated "BBB" or
better by a primary credit rating agency at the time of purchase. Fixed income
securities downgraded to below BBB subsequent to purchase may be retained in the
portfolio when deemed by the Adviser to be in the best interest of Fund
shareholders. The Fund may also invest in convertible securities, preferred
stocks and debt of foreign governments or corporations. Futures and/or options
may be used to hedge the portfolio against reinvestment and interest rate risk
when deemed necessary. For purposes of this Fund, a "bond" is defined as a debt
instrument with a fixed interest rate. The dollar-weighted average maturity of
the Intermediate Bond Fund will generally range between three and ten years.

On behalf of the Fund, the Adviser has entered into a subadvisory agreement
with Galliard pursuant to which Galliard will provide investment advisory
services to the Fund.

KANSAS TAX-EXEMPT BOND FUND. The investment objective of the Kansas
Tax-Exempt Bond Fund is to preserve capital while producing current income for
the investor that is exempt from both federal and Kansas state income taxes. The
Fund invests primarily in municipal obligations with maturities generally
ranging 1 to 15 years. It is the intent of the Adviser to maintain an effective
average weighted maturity between 7 and 12 years. However, when the Adviser
determines that the market conditions so warrant, the Kansas Tax-Exempt Bond
Fund can maintain an average weighted maturity of less than 7 years.

Under normal conditions, the Fund will invest at least 80% of its net
assets in municipal obligations which produce interest that is, in the opinion
of bond counsel, exempt from federal income tax (collectively "Municipal
Obligations"). This investment policy is a fundamental policy of the Fund. At
least 65% of the Fund's total assets will be invested in Municipal Obligations
which are exempt from Kansas state income taxes. The remainder of the Fund may
be invested in Municipal Obligations of other states (see "Investment Policies
and Practices of the Funds"--"Municipal Commercial Paper", "Municipal Leases",
"Municipal Notes" and "Municipal Bonds"). Under normal conditions, the Fund will
also invest at least 80% of its net assets in securities the income from which
is not subject to the

10
<PAGE> 13

alternative minimum tax. Although it has no present intention of doing so, the
Fund may invest up to 20% of its assets in taxable securities for defensive
purposes or when sufficient tax exempt securities considered appropriate by the
Adviser are not available for purchase. The taxable instruments in which the
Kansas Tax-Exempt Bond Fund may invest consist of U.S. Treasury obligations;
obligations issued or guaranteed by the U.S. Government or by its agencies or
instrumentalities whether or not backed by the full faith and credit of the U.S.
Government; certificates of deposit, bankers acceptances and time deposits of
U.S. commercial banks or savings and loan institutions (not including foreign
branches of U.S. banks or U.S. branches of foreign banks) which are members of
the Federal Reserve System, the Federal Deposit Insurance Corporation or the
Federal Savings and Loan Insurance Corporation and which have total assets of $1
billion or more as shown on their last published financial statements at the
time of investment; and repurchase agreements involving any of the foregoing
obligations.

STOCK FUND. The Fund's investment objective is long-term capital
appreciation. The Fund seeks to achieve this objective through investing at
least 80% of its net assets in equity securities and at least 65% of its total
assets in preferred and common stocks issued by companies with large market
capitalizations that the Adviser believes sell at reasonable prices relative to
their projected earnings. The Adviser's investment goal is to participate in up
markets while cushioning the portfolio during a downturn. A company with a
market capitalization (outstanding shares multiplied by price per share) of over
$5 billion is considered to have large market capitalization, although the Fund
may also invest to a limited degree in companies that have a market
capitalization between $1 billion and $5 billion. The equity securities in which
the Fund may invest include common stock, convertible securities, preferred
stock, ADRs, and warrants. There is no minimum credit standard with respect to
convertible securities in which the Fund invests, which may give such securities
primarily speculative characteristics. The Fund will normally be invested as
fully as practicable (at least 80% of net assets) in equity securities and will
normally invest at least 65% of its total assets in companies with large market
capitalizations. The Fund may also invest in high-quality debt securities.

On behalf of the Fund, the Adviser has entered into a subadvisory agreement
with ARK Asset Management Co., Inc. ("ARK") pursuant to which ARK will provide
investment advisory service to the Fund.

The Fund will be managed in accordance with the investment philosophy that
ARK has employed for more than ten years in managing large capitalization,
value-oriented accounts. As a value adviser, ARK seeks large capitalization
issues that sell at attractive prices relative to their projected earnings. ARK
believes this approach will permit the Fund to participate in rising markets and
help temper losses in declining markets. In managing the Fund, ARK seeks to
outperform the S&P 500 Index over a full market cycle with particular emphasis
on minimizing losses during declining markets.

The Fund's assets may be invested in U.S. Government securities and in
certain short-term, high-quality debt instruments for the following purposes:
(i) to meet anticipated day-to-day operating expenses; (ii) pending the
Portfolio Manager's ability to invest cash inflows; (iii) to invest if Fund
assets are insuffi-

11
<PAGE> 14

cient for effective investment in equities; (iv) to permit the Fund to meet
redemption requests; and (v) for temporary defensive purposes. The Fund will
normally invest in short-term debt instruments that do not have a maturity of
greater than one year. The short-term instruments in which the Fund may invest
include: (i) short-term obligations of the U.S. Government, foreign governments
and their agencies, instrumentalities, authorities or political subdivisions;
(ii) other high-quality short-term debt securities; (iii) commercial paper,
including master notes; (iv) bank obligations, including certificates of
deposit, time deposits and bankers' acceptances; (v) money market funds; and
(vi) repurchase agreements.

INTERNATIONAL MULTI-MANAGER STOCK FUND. The investment objective of the
International Multi-Manager Stock Fund is to realize long-term capital
appreciation. This Fund seeks to achieve its investment objective by investing
all of its investable assets in the International Equity Portfolio, a series of
the AMR Investment Services Trust (the "AMR Trust"). The Portfolio's predecessor
Fund, the American AAdvantage International Equity Fund, a series of the
American AAdvantage Funds, commenced operations on August 7, 1991. On November
1, 1995, the American AAdvantage Funds reorganized into a master-feeder
structure. As part of the reorganization, the AMR Trust was created to serve as
the "master" trust and the American AAdvantage funds served as one of the
initial "feeder" trusts.

The Fund has a fundamental policy that allows it to invest all of its
investable assets in another investment company such as the Portfolio. All other
fundamental investment policies and non-fundamental investment policies of the
Fund and the Portfolio are identical. Although the following discusses the AMR
Investment Services Trust Board of Trustees ("AMR Trust Board") and the
investment policies of the Portfolio, it applies equally to the Trust's Board of
Trustees and the Fund. The Fund may withdraw its investment from the Portfolio
at any time if the Board determines that it is in the best interest of the Fund
and its shareholders to do so. In such event, the Board would consider
alternative arrangements such as investing all of the Portfolio's assets in
another investment company with the same investment objective as the Fund. No
assurance exists that satisfactory alternative arrangements would be available.
AMR currently receives an investment management fee for its services to the
Portfolio in the amount of 0.48% of the average daily net assets of the
Portfolio. See "Other Information--International Multi-Manager Stock Fund
Structure." INTRUST may receive up to 0.40% of the Fund's average daily net
assets for providing advisory services to the Fund, which services include
selecting the Portfolio or other investment company in which the Fund invests,
monitoring such entity's performance, coordinating the Fund's relationship with
such entity, and communicating with the Fund's Board of Trustees and
shareholders regarding such entity's performance and the Fund's two tier
structure. INTRUST has agreed not to charge its advisory fee to the Fund in an
amount in excess of 0.35% of the average daily net assets of the Fund. Such
waiver may be discontinued at any time upon notice by INTRUST to the Fund.
INTRUST may receive up to 1.25% of the Fund's average daily net assets for
providing advisory services in the event the Fund does not invest all of its
investable assets in the Portfolio or another investment company.

The Trust's Board of Trustees believes that the Fund will achieve certain
efficiencies

12
<PAGE> 15

and economies of scale through the master-feeder structure, and that the
aggregate expenses of the Fund will be less than if the Fund invested directly
in the securities held by the Portfolio. However, other investment companies
that offer their shares to the public also may invest all or substantially all
of their assets in the Portfolio. Accordingly, there may be other investment
companies through which investors can invest indirectly in the Portfolio. The
fees charged by such other investment companies may be higher or lower than
those charged by the Fund, which may reflect, among other things, differences in
the nature and level of the services and features offered by such companies to
their investors. Information about the availability of other investment
companies that invest in the Portfolio can be obtained by calling (800)
967-9009.

The Portfolio invests primarily in a diversified portfolio of equity
securities of issuers based outside the United States. AMR Investment Services,
Inc. provides investment management services to the Portfolio. Hotchkis and
Wiley ("Hotchkis"), Morgan Stanley Asset Management Inc. ("MSAM") and Templeton
Investment Counsel, Inc. ("Templeton") currently serve as investment advisers to
the Portfolio. Hotchkis, MSAM and Templeton are also referred to herein as the
"Portfolio Advisers."

Ordinarily the Portfolio will invest at least 65% of its total assets in
common stocks and securities convertible into common stocks of issuers in at
least three different countries located outside the United States. However,
excluding collateral for securities loaned, the Portfolio generally invests in
excess of 80% of its net assets in such securities. The remainder of the
Portfolio's assets will be invested in non-U.S. debt securities which, at the
time of purchase, are rated in one of the three highest rating categories by any
NRSRO or, if unrated, are deemed to be of comparable quality by the Portfolio
Advisers and traded publicly on a world market, or in cash or cash equivalents,
including obligations that are permitted investments for the Money Market Fund
or in other investment companies. The value of the Portfolio's debt investments
will vary in response to interest rate changes. However, when the Portfolio
Advisers deem that market conditions warrant, the Portfolio may, for temporary
defensive purposes, invest up to 100% of its assets in cash, cash equivalents,
other investment companies and investment grade short-term obligations.

The Portfolio Advisers select securities based upon a country's economic
outlook, market valuation and potential changes in currency exchange rates. When
purchasing equity securities, primary emphasis will be placed on undervalued
securities with above average growth expectations.

Overseas investing carries potential risks not associated with domestic
investments. Such risks include, but are not limited to: (1) political and
financial instability abroad, including risk of nationalization or expropriation
of assets and the risk of war; (2) less liquidity and greater volatility of
foreign investments; (3) less public information regarding foreign companies;
(4) less government regulation and supervision of foreign stock exchanges,
brokers and listed companies; (5) lack of uniform accounting, auditing and
financial reporting standards; (6) delays in transaction settlement in some
foreign markets; (7) possibility of an imposition of confiscatory foreign taxes;
(8) possible limitation on the removal of securities or other assets of the
Portfolio; (9) restrictions on foreign invest-

13
<PAGE> 16

ments and repatriation of capital; (10) currency fluctuations; (11) cost and
possible restrictions of currency conversion; (12) withholding taxes on
dividends in foreign countries; and (13) possibly higher commissions, custodial
fees and management costs than in the U.S. market. These risks are often greater
for investments in emerging or developing countries.

The Portfolio will limit its investment to those in countries which have
been recommended by AMR and which have been approved by the AMR Trust Board.
Countries may be added or deleted with AMR Trust Board approval. In determining
which countries will be approved, the AMR Trust Board will evaluate the risk
factors set forth above and will particularly focus on the ability to repatriate
funds, the size and liquidity aspects of a particular country's market and the
investment climate for foreign investors. The current countries in which the
Portfolio may invest are Australia, Austria, Belgium, Canada, Denmark, Finland,
France, Germany, Hong Kong, Ireland, Italy, Japan, Malaysia, Mexico,
Netherlands, New Zealand, Norway, Portugal, Singapore, South Korea, Spain,
Sweden, Switzerland and the United Kingdom.

The Portfolio may trade forward foreign currency contracts ("forward
contracts"), which are derivatives, to hedge currency fluctuations of underlying
stock or bond positions, or in other circumstances permitted by the Commodity
Futures Trading Commission ("CFTC"). Forward contracts to sell foreign currency
may be used when the management of the Portfolio believes that the currency of a
particular foreign country may suffer a decline against the U.S. dollar. Forward
contracts are also entered into to set the exchange rate for a future
transaction. In this manner, the Portfolio may protect itself against a possible
loss resulting from an adverse change in the relationship between the U.S.
dollar or other currency which is being used for the security purchase and the
foreign currency in which the security is denominated during the period between
the date on which the security is purchased or sold and the date on which
payment is made or received. Forward contracts involve certain risks which
include, but are not limited to: (1) imperfect correlation between the
securities hedged and the contracts themselves; and (2) possible decrease in the
total return of the Portfolio. Forward contracts are discussed in greater detail
in the SAI.

The Portfolio also may trade currency futures ("futures"), which are
derivatives, for the same reasons as for entering into forward contracts as set
forth above. Futures are traded on U.S. and foreign currency exchanges. The use
of futures also entails certain risks which include, but are not limited to: (1)
less liquidity due to daily limits on price fluctuation; (2) imperfect
correlation between the securities hedged and the contracts themselves; (3)
possible decrease in the total return of the Portfolio due to hedging; (4)
possible reduction in value for both the contracts and the securities being
hedged; and (5) potential losses in excess of the amounts invested in the
futures contracts themselves. The Portfolio may not enter into futures contracts
if the purchase or sale of such contract would cause the sum of the Portfolio's
initial and any variation margin deposits to exceed 5% of its total assets.
Futures contracts, which are derivatives, are discussed in greater detail in the
SAI.

Short-Term Trading for the Stock Funds

Under certain market conditions, the Stock Fund and International
Multi-Manager

14
<PAGE> 17

Stock Fund may seek profits by short-term trading. The length of time a Fund has
held a particular security is not generally a consideration in investment
decisions. A change in the number of securities owned by a Fund is known as
"portfolio turnover." To the extent short-term trading strategies are used, a
Fund's portfolio turnover rate may be higher than that of other mutual funds.
Portfolio turnover generally involves some expense to a Fund, including
brokerage commissions or dealer mark-ups and other transaction costs on the sale
of securities and reinvestment in other securities. Such transactions may result
in realization of taxable capital gains.

RISKS OF INVESTING IN THE FUNDS

The Money Market Fund attempts to maintain the net asset value of its
shares at a constant $1.00 per share, although there can be no assurance that
the Money Market Fund will always be able to do so. The Money Market Fund may
not achieve as high a level of current income as other funds that do not limit
their investments to the high quality securities in which the Money Market Fund
invests.

The Money Market Fund's policy of concentrating in the banking industry
increases the Fund's exposure to market conditions prevailing in that industry.
See "Risks of Investing in the Funds" herein.

The price per share of the Non-Money Market Funds will fluctuate with
changes in value of the investments held by each Fund. Additionally, there can
be no assurance that a Fund will achieve its investment objective or be
successful in preventing or minimizing the risk of loss that is inherent in
investing in particular types of securities. Such risks include the sensitivity
of the cash flows and yields of separately traded interest and principal
components of obligations to the rate of principal payments (including
prepayments). With respect to mortgage-backed securities, risks include a
similar sensitivity to the rate of prepayments in that, although the value of
fixed-income securities generally increases during periods of falling interest
rates, as a result of prepayments and other factors, this is not always the case
with respect to mortgage-backed securities. Asset-backed securities involve the
risk that such securities do not usually have the benefit of a complete security
interest in the related collateral. Positions in options, futures and options on
futures involve the risks that such options and futures may fail as hedging
techniques, that the loss from investing in futures transactions is potentially
unlimited and that closing transactions may not be effected where a secondary
liquid market does not exist. Further, investment in the securities of issuers
in any foreign country involves special risks and considerations not typically
associated with investing in U.S. issuers. The Kansas Tax-Exempt Bond Fund may
concentrate its investments in securities of Kansas governmental issuers and may
therefore be affected by political, economic or regulatory factors that may
impair the ability of Kansas issuers to pay interest on or to repay the
principal of their debt obligations, for example, financial difficulties of
Kansas, its counties, municipalities and school districts. See "Risks of
Investing in the Fund" and "Kansas Risk Factors" in the SAI.

An investment in the International Multi-Manager Stock Fund involves
certain risks, depending on the types of investments made and the types of
investment techniques employed. All investments by the International
Multi-Manager Stock Fund entail some risk. The International Multi-Manager Stock

15
<PAGE> 18

Fund's policy of investing directly or indirectly in foreign issuers entails
certain risks in addition to those normally associated with investments in
equity securities. See "Investment Policies and Practices of the Funds."

By investing solely in the Portfolio, the International Multi-Manager Stock
Fund may achieve certain efficiencies and economies of scale. Nonetheless, this
investment could also have potential adverse effects on the Fund. Investors in
the Fund should consider these risks, as described under "Other Information--
International Multi-Manager Stock Fund Structure."

MANAGEMENT OF THE FUNDS

Advisory Services

INTRUST Bank, N.A. acts as investment adviser to all of the Funds. For its
services, INTRUST receives a fee from each Fund based upon each Fund's average
daily net assets. See "Fee Table" in this Prospectus.

AMR serves as subadviser to the Money Market Fund. Galliard serves as
subadviser to the Intermediate Bond Fund and Short-Term Bond Fund. ARK serves as
subadviser to the Stock Fund. AMR, Galliard and ARK may also be referred to
herein as "subadvisers." For their services, the subadvisers receive a fee based
on the respective Fund's average daily net assets.

The International Multi-Manager Stock Fund currently invests all of its
investable assets in the Portfolio. The International Multi-Manager Stock Fund
may withdraw its investment from the Portfolio, for which AMR serves as
investment manager and Hotchkis, MSAM and Templeton all may act as investment
advisers, at any time if the Trust's Board determines that it is in the best
interest of the International Multi-Manager Stock Fund and its shareholders to
do so. See "Other Information--International Multi-Manager Stock Fund
Structure."

Other Services

BISYS Fund Services ("BISYS") acts as administrator, sponsor and
distributor to the Funds and is sometimes referred to herein as "Administrator"
or "Distributor." For its services, BISYS receives a fee from the Funds based on
each Fund's average daily net assets. See "Management of the Fund" in this
Prospectus. The Distributor distributes the Funds' shares and may be reimbursed
for certain of its distribution-related expenses.

GUIDE TO INVESTING IN THE INTRUST FAMILY OF FUNDS

Purchase orders for the Money Market Fund received by 12:00 noon Eastern
time will become effective that day. Purchase orders for all other Funds
received by your broker or Service Organization in proper form prior to 4:00
p.m., Eastern time will become effective that day. The Kansas Tax-Exempt Bond
Fund is not available as an investment for IRAs.

<TABLE>
<S> <C>
- - Minimum Initial Investment... $1,000
- - Minimum Initial Investment
for IRAs................... $ 250
- - Minimum Subsequent
Investment................. $ 50
</TABLE>

The Funds' shares are purchased at net asset value.

Shareholders may exchange shares between Funds in the Trust by telephone or
mail. Exchanges may not be effected by facsimile.

16
<PAGE> 19

<TABLE>
<S> <C>
- - Minimum initial exchange..... $ 500
(no minimum for subsequent
exchanges)
</TABLE>

Shareholders may redeem shares by telephone, mail, wire, or by writing a
check (the Money Market Fund only). Shares may not be redeemed by facsimile.

- - If a redemption request is received by 12:00 noon Eastern time, proceeds for
the Money Market Fund will be transferred to a designated account that day.

- - Minimum check amount is $500.

- - The Funds reserve the right to redeem involuntarily upon not less than 30
days' notice all shares in a Fund's account which have an aggregate value of
$500 or less.

(Redemption by telephone, wire and check writing is not available for IRAs
and trust relationships of INTRUST.)

All dividends and distributions will be automatically paid in additional
shares at net asset value of the applicable Fund unless cash payment is
requested.

- - Distributions for the Stock Fund and International Multi-Manager Stock Fund
are paid at least once annually and distributions for the other Funds are
paid monthly.

THE INVESTMENT POLICIES AND
PRACTICES OF THE FUNDS

Each Fund is a separate investment fund or portfolio, commonly known as a
mutual fund. The Funds are separate portfolios of INTRUST Funds Trust, a
Delaware business trust, organized under the laws of Delaware as an open-end,
management investment company. The Trust's Board of Trustees oversees the
overall management of the Funds and elects the officers of the Trust.

- - The investment objective of the Money Market Fund is to provide investors
with current income, liquidity and the maintenance of a stable net asset
value of $1.00 per share by investing in high quality, short-term
obligations.

- - The investment objective of the Short-Term Bond Fund is to provide investors
with as high a level of current income as is consistent with liquidity and
safety of principal by investing primarily in investment grade short-term
obligations.

- - The investment objective of the Intermediate Bond Fund is to provide
investors with as high a level of current income as is consistent with
managing for total return by investing in fixed income securities.

- - The investment objective of the Stock Fund is to provide investors with
long-term capital appreciation.

- - The investment objective of the International Multi-Manager Stock Fund is to
provide investors with long-term capital appreciation.

- - The investment objective of the Kansas Tax-Exempt Bond Fund is to preserve
capital while producing current income for the

17
<PAGE> 20

investor that is exempt from both federal and Kansas state income taxes.

Each Fund follows its own investment objectives and policies, including
certain investment restrictions. The SAI contains specific investment
restrictions which govern the Funds' investments. Several of those restrictions
and each of the Funds' investment objectives are fundamental policies, which
means that they may not be changed without a majority vote of shareholders of
the affected Fund. Except for the objectives and those restrictions specifically
identified as fundamental, all other investment policies and practices described
in this Prospectus and in the SAI are not fundamental and may change solely by
approval of the Board of Trustees. References below to "All Funds" include the
Portfolio, except where noted otherwise.

The following is a description of investment practices of the Funds and the
securities in which they may invest:

U.S. Treasury Obligations (All Funds). The Funds may invest in U.S.
Treasury obligations, which are backed by the full faith and credit of the
United States Government as to the timely payment of principal and interest.
U.S. Treasury obligations consist of bills, notes, and bonds and separately
traded interest and principal component parts of such obligations known as
STRIPS which generally differ in their interest rates and maturities. U.S.
Treasury bills, which have original maturities of up to one year, notes, which
have maturities ranging from one year to 10 years, and bonds, which have
original maturities of 10 to 30 years, are direct obligations of the United
States Government.

U.S. Government Securities (All Funds). U.S. Government securities are
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. U.S. Government securities include debt securities issued or
guaranteed by U.S. Government-sponsored enterprises and federal agencies and
instrumentalities. Some types of U.S. Government securities are supported by the
full faith and credit of the United States Government or U.S. Treasury
guarantees, such as mortgage-backed certificates guaranteed by the Government
National Mortgage Association ("GNMA"). Other types of U.S. Government
securities, such as obligations of the Student Loan Marketing Association,
provide recourse only to the credit of the agency or instrumentality issuing the
obligation. In the case of obligations not backed by the full faith and credit
of the United States Government, the investor must look to the agency issuing or
guaranteeing the obligation for ultimate repayment.

Commercial Paper (All Funds). Commercial paper includes short-term
unsecured promissory notes, variable rate demand notes and variable rate master
demand notes issued by both domestic and foreign bank holding companies,
corporations and financial institutions and United States Government agencies
and instrumentalities. All commercial paper purchased by the Funds is, at the
time of investment, rated in one of the top two (top three with respect to
Short-Term Bond Fund) rating categories of at least one NRSRO, or, if not rated
is, in the opinion of the Adviser, of an investment quality comparable to rated
commercial paper in which the Funds may invest, or, with respect to the Money
Market Fund, (i) rated "P-1" by Moody's and "A-1" or better by S&P or in a
comparable rating category by any two NRSROs that have rated the commercial
paper or (ii) rated in a comparable category by only one such organization if it
18
<PAGE> 21

is the only organization that has rated the commercial paper.

Corporate Debt Securities (All Funds except Kansas Tax-Exempt Bond
Fund--see "Variable Rate Demand Obligations"). The Funds may purchase corporate
debt securities, subject to the rating and quality requirements specified with
respect to each Fund. The Funds may invest in both rated commercial paper and
rated corporate debt obligations of foreign issuers that meet the same quality
criteria applicable to investments by the Funds in commercial paper and
corporate debt obligations of domestic issuers. These investments, therefore,
are not expected to involve significant additional risks as compared to the
risks of investing in comparable domestic securities. Generally, all foreign
investments carry with them both opportunities and risks not applicable to
investments in securities of domestic issuers, such as risks of foreign
political and economic instability, adverse movements in foreign exchange rates,
the imposition or tightening of exchange controls or other limitations on
repatriation of foreign capital, changes in foreign governmental attitudes
toward private investment (possibly leading to nationalization, increased
taxation or confiscation of foreign assets) and added difficulties inherent in
obtaining and enforcing a judgment against a foreign issuer of securities should
it default.

Mortgage-Related Securities (All Funds). The Funds are permitted to invest
in mortgage-related securities subject to the rating and quality requirements
specified with respect to each such Fund. In the case of the Kansas Tax-Exempt
Bond Fund, to the extent the Fund is permitted to invest in U.S. Government
Securities, the Fund may invest in mortgage-related securities only. Mortgage
pass-through securities are securities representing interests in "pools" of
mortgages in which payments of both interest and principal on the securities are
made monthly, in effect, "passing through" monthly payments made by the
individual borrowers on the mortgage loans which underlie the securities (net of
fees paid to the issuer or guarantor of the securities). Early repayment of
principal on mortgage pass-through securities (arising from prepayments of
principal due to sale of the underlying property, refinancing, or foreclosure,
net of fees and costs which may be incurred) may expose a Fund to a lower rate
of return upon reinvestment of principal. Also, if a security subject to
prepayment has been purchased at a premium, in the event of prepayment the value
of the premium would be lost. Like other fixed-income securities, when interest
rates rise, the value of mortgage-related securities generally will decline;
however, when interest rates decline, the value of mortgage-related securities
with prepayment features may not increase as much as other fixed-income
securities. In recognition of this prepayment risk to investors, the Public
Securities Association (the "PSA") has standardized the method of measuring the
rate of mortgage loan principal prepayments. The PSA formula, the Constant
Prepayment Rate or other similar models that are standard in the industry will
be used by the Funds in calculating maturity for purposes of investment in
mortgage-related securities. The inverse relation between interest rates and
value of fixed income securities will be more pronounced with respect to
investments by the Fund in mortgage-related securities, the value of which may
be more sensitive to interest rate changes.

Payment of principal and interest on some mortgage pass-through securities
(but not the market value of the securities themselves) may be guaranteed by the
full faith and credit of the U.S. Government in the case of securities

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<PAGE> 22

guaranteed by GNMA or guaranteed by agencies or instrumentalities of the U.S.
Government (in the case of securities guaranteed by the Federal National
Mortgage Association ("FNMA") or the Federal Home Loan Mortgage Corporation
("FHLMC"), which are supported only by the discretionary authority of the U.S.
Government to purchase the agency's obligations). Mortgage pass-through
securities created by non-governmental issuers (such as commercial banks,
savings and loan institutions, private mortgage insurance companies, mortgage
bankers and other secondary market issuers) may be supported in various forms of
insurance or guarantees issued by governmental entities.

Collateralized Mortgage Obligations ("CMOs") are hybrid instruments with
characteristics of both mortgage-backed bonds and mortgage pass-through
securities. Similar to a bond, interest and prepaid principal on a CMO are paid,
in most cases, semi-annually. CMOs may be collateralized by whole mortgage loans
but are more typically collateralized by portfolios of mortgage pass-through
securities guaranteed by GNMA, FHLMC or FNMA. CMOs are structured in multiple
classes, with each class bearing a different stated maturity or interest rate.
The inverse relation between interest rates and value of fixed income securities
will be more pronounced with respect to investments by the Fund in
mortgage-related securities, the value of which may be more sensitive to
interest rate changes.

Asset-Backed Securities (Money Market Fund, Short-Term Bond Fund and
Intermediate Bond Fund). These Funds are permitted to invest in asset-backed
securities, subject to the rating and quality requirements specified with
respect to each such Fund. Through the use of trusts and special purpose
subsidiaries, various types of assets, primarily home equity loans and
automobile and credit card receivables, are being securitized in pass-through
structures similar to the mortgage pass-through structures described above.
Consistent with the Funds' investment objectives, policies and quality
standards, a Fund may invest in these and other types of asset-backed securities
which may be developed in the future.

Asset-backed securities involve certain risks that are not posed by
mortgage-related securities, resulting mainly from the fact that asset-backed
securities do not usually contain the benefit of a complete security interest in
the related collateral. For example, credit card receivables generally are
unsecured and the debtors are entitled to the protection of a number of state
and Federal consumer credit laws, some of which may reduce the ability to obtain
full payment. In the case of automobile receivables, due to various legal and
economic factors, proceeds from repossessed collateral may not always be
sufficient to support payments on these securities. The risks associated with
asset-backed securities are often reduced by the addition of credit enhancements
such as a letter of credit from a bank, excess collateral or a third-party
guarantee.

Municipal Commercial Paper (Short-Term Bond Fund, Intermediate Bond Fund
and Kansas Tax-Exempt Bond Fund). Municipal commercial paper is a debt
obligation with a stated maturity of one year or less which is issued to finance
seasonal working capital needs or as short-term financing in anticipation of
longer-term debt. Investments in municipal commercial paper are limited to
commercial paper which is rated at the date of purchase: (i) "P-1" by Moody's
and "A-1" or "A-1+" by S&P, "P-2" (Prime-2) or better by Moody's and "A-2" or
better by S&P or (ii) in

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<PAGE> 23

a comparable rating category by any two of the NRSROs that have rated commercial
paper or (iii) in a comparable rating category by only one such organization if
it is the only organization that has rated the commercial paper or (iv) if not
rated, is, in the opinion of the Adviser, of comparable investment quality and
within the credit quality policies and guidelines established by the Board of
Trustees.

Issuers of municipal commercial paper rated "P-1" have a "superior capacity
for repayment of short-term promissory obligations." The "A-1" rating for
commercial paper under the S&P classification indicates that the "degree of
safety regarding timely payment is either overwhelming or very strong."
Commercial paper with "overwhelming safety characteristics" will be rated
"A-1+." Commercial paper receiving a "P-2" rating has a strong capacity for
repayment of short-term promissory obligations. Commercial paper rated "A-2" has
the capacity for timely payment although the relative degree of safety is not as
overwhelming as for issues designated "A-1." See the Appendix for a more
complete description of securities ratings.

Municipal Leases. The Kansas Tax-Exempt Bond Fund may invest in
instruments, or participations in instruments, issued in connection with lease
obligations or installment purchase contract obligations of municipalities.
Although municipal lease obligations do not constitute general obligations of
the issuing municipality, a lease obligation is ordinarily backed by the
municipality's covenant to budget for, appropriate funds for, and make the
payments due under the lease obligation. However, certain lease obligations
contain "non-appropriation" clauses, which provide that the municipality has no
obligation to make lease or installment purchase payments in future years unless
money is appropriated for such purpose in the relevant years. Municipal lease
obligations will be treated as liquid only if they satisfy criteria set forth in
guidelines established by the Board of Trustees, and there can be no assurance
that a market will exist or continue to exist for any municipal lease
obligation.

Municipal Notes (Short-Term Bond Fund, Intermediate Bond Fund and Kansas
Tax-Exempt Bond Fund). Municipal notes are generally sold as interim financing
in anticipation of the collection of taxes, a bond sale or receipt of other
revenue. Municipal notes generally have maturities at the time of issuance of
one year or less. Investments in municipal notes are limited to notes which are
rated at the date of purchase: (i) MIG 1 or MIG 2 by Moody's and in a comparable
rating category by at least one other nationally recognized statistical rating
organization that has rated the notes, or (ii) in a comparable rating category
by only one such organization, including Moody's, if it is the only organization
that has rated the notes, or (iii) if not rated, are, in the opinion of the
Adviser, of comparable investment quality and within the credit quality policies
and guidelines established by the Board of Trustees.

Notes rated "MIG 1" are judged to be of the "best quality" and carry the
smallest amount of investment risk. Notes rated "MIG 2" are judged to be of
"high quality, with margins of protection ample although not as large as in the
preceding group."

Municipal Bonds (Short-Term Bond Fund, Intermediate Bond Fund and Kansas
Tax Exempt-Bond Fund). Municipal bonds generally have a maturity at the time of
issuance of more than one year. Municipal bonds

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<PAGE> 24

may be issued to raise money for various public purposes--such as constructing
public facilities and making loans to public institutions. There are generally
two types of municipal bonds: general obligation bonds and revenue bonds.
General obligation bonds are backed by the taxing power of the issuing
municipality and are considered the safest type of municipal bond. Revenue bonds
are backed by the revenues of a project or facility--tolls from a toll road, for
example. Certain types of municipal bonds are issued to obtain funding for
privately operated facilities. Industrial development revenue bonds (which are
private activity bonds) are a specific type of revenue bond backed by the credit
and security of a private user, and therefore investments in these bonds have
more potential risk. Investments in municipal bonds are limited to bonds which
are rated at the time of purchase "A" or better by a NRSRO. A maximum of 10% of
the Kansas Tax-Exempt Bond Fund's total assets may be invested in municipal
bonds rated BBB by S&P or Baa by Moody's. Bonds rated BBB by S&P have an
adequate capacity to pay interest and repay principal; bonds rated Baa by
Moody's are considered to be medium-grade obligations (i.e., neither highly
protected nor poorly secured) and have speculative characteristics. See the
Appendix for a more complete description of securities ratings.

Common Stocks (Stock Fund and International Multi-Manager Stock
Fund). Common stock represents the residual ownership interest in the issuer
after all of its obligations and preferred stocks are satisfied. Common stock
fluctuates in price in response to many factors, including historical and
prospective earnings of the issuer, the value of its assets, general economic
conditions, interest rates, investor perceptions and market volatility.

Preferred Stocks (Short-Term Bond Fund, Intermediate Bond Fund, Stock Fund,
and International Multi-Manager Stock Fund). Preferred stock has a preference
over common stock in liquidation and generally in dividends as well, but is
subordinated to the liabilities of the issuer in all respects. Preferred stock
may or may not be convertible into common stock. As a general rule, the market
value of preferred stock with a fixed dividend rate and no conversion element
varies inversely with interest rates and perceived credit risk. Because
preferred stock is junior to debt securities and other obligations of the
issuer, deterioration in the credit quality of the issuer will cause greater
changes in the value of a preferred stock than in a more senior debt security
with similar stated yield characteristics.

American Depository Receipts (Short-Term Bond Fund, Intermediate Bond Fund,
Stock Fund, and International Multi-Manager Stock Fund). American Depository
Receipts are U.S. dollar-denominated receipts generally issued by domestic
banks, which evidence the deposit with the bank of the common stock of a foreign
issuer and which are publicly traded on exchanges or over-the-counter in the
United States.

These Funds may each invest in both sponsored and unsponsored ADR programs.
There are certain risks associated with investments in unsponsored ADR programs.
Because the non-U.S. company does not actively participate in the creation of
the ADR program, the underlying agreement for service and payment will be
between the depository and the shareholder. The company issuing the stock
underlying the ADR pays nothing to establish the unsponsored facility, as fees
for ADR issuance and cancellation are paid by brokers. Investors directly bear
the expenses associated

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<PAGE> 25

with certificate transfer, custody and dividend payment.

In an unsponsored ADR program, there also may be several depositories with
no defined legal obligations to the non-U.S. company. The duplicate depositories
may lead to marketplace confusion because there would be no central source of
information to buyers, sellers and intermediaries. The efficiency of
centralization gained in a sponsored program can greatly reduce the delays in
delivery of dividends and annual reports. In addition, with respect to all ADRs
there is always the risk of loss due to currency fluctuations.

Investments in ADRs involve certain risks not typically involved in purely
domestic investments, including future foreign political and economic
developments, and the possible imposition of foreign governmental laws or
restrictions applicable to such investments. Securities of foreign issuers
through ADRs are subject to different economic, financial, political and social
factors. Individual foreign economies may differ favorably or unfavorably from
the U.S. economy in such respects as growth of gross national product, rate of
inflation, capital reinvestment, resources, self-sufficiency and balance of
payments position. With respect to certain countries, there is the possibility
of expropriation of assets, confiscatory taxation, political or social
instability or diplomatic developments which could adversely affect the value of
the particular ADR. There may be less publicly available information about a
foreign company than about a U.S. company, and there may be less governmental
regulation and supervision of foreign stock exchanges, brokers and listed
companies. In addition, such companies may use different accounting and
financial standards (and certain currencies may become unavailable for transfer
from a foreign currency), resulting in a Fund's possible inability to convert
proceeds realized upon the sale of portfolio securities of the affected foreign
companies immediately into U.S. currency. The International Multi-Manager Stock
Fund may also invest in European Depository Receipts (EDRs), which are receipts
issued in bearer form by a European financial institution and traded in European
securities' markets. Investments in EDRs involve similar risks as ADRs.

Investment in Foreign Securities (Short-Term Bond Fund, Intermediate Bond
Fund, Stock Fund and International Multi-Manager Stock Fund). These Funds may
each invest in securities of foreign governmental and private issuers that,
except for the International Multi-Manager Stock Fund, are generally denominated
in and pay interest in U.S. dollars. Investments in foreign securities involve
certain considerations that are not typically associated with investing in
domestic securities. There may be less publicly available information about a
foreign issuer than about a domestic issuer. Foreign issuers also are not
generally subject to uniform accounting, auditing and financial reporting
standards comparable to those applicable to domestic issuers. In addition, with
respect to certain foreign countries, interest may be withheld at the source
under foreign income tax laws, and there is a possibility of expropriation or
confiscatory taxation, political or social instability or diplomatic
developments that could adversely affect investments in securities of issuers
located in those countries.

Convertible and Exchangeable Securities (Short-Term Bond Fund, Intermediate
Bond Fund, Stock Fund, and International Multi-Manager Stock Fund). These Funds
are permitted to invest in convertible and exchangeable securities, subject to
the rating and quality

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<PAGE> 26

requirements specified with respect to each such Fund. Convertible securities
generally offer fixed interest or dividend yields and may be converted either at
a stated price or stated rate for common or preferred stock. Exchangeable
securities may be exchanged on specified terms for common or preferred stock.
Although to a lesser extent than with fixed income securities generally, the
market value of convertible securities tends to decline as interest rates
increase and, conversely, tends to increase as interest rates decline. In
addition, because of the conversion or exchange feature, the market value of
convertible or exchangeable securities tends to vary with fluctuations in the
market value of the underlying common or preferred stock. Debt securities that
are convertible into or exchangeable for preferred or common stock are
liabilities of the issuer but are generally subordinated to senior debt of the
issuer.

Domestic and Foreign Bank Obligations (All Funds). These obligations
include but are not restricted to certificates of deposit, commercial paper,
Yankee dollar certificates of deposit, bankers' acceptances, Eurodollar
certificates of deposit and time deposits, promissory notes and medium-term
deposit notes. The Funds will not invest in any obligations of their affiliates,
as defined under the 1940 Act. The Kansas Tax-Exempt Bond Fund's bank
obligations are limited to certificates of deposit and bankers' acceptances.

Each Fund limits its investment in United States bank obligations to
obligations of United States banks (including foreign branches). Each Fund
limits its investment in foreign bank obligations to United States
dollar-denominated obligations of foreign banks (including United States
branches of foreign banks) which in the opinion of the Adviser, are of an
investment quality comparable to obligations of United States banks which may be
purchased by the Funds. There is no limitation on the amount of the Funds'
assets which may be invested in obligations of foreign banks meeting the
conditions set forth herein.

Fixed time deposits may be withdrawn on demand by the investor, but may be
subject to early withdrawal penalties which vary depending upon market
conditions and the remaining maturity of the obligation. There are no
contractual restrictions on the right to transfer a beneficial interest in a
fixed time deposit to a third party, although there is no market for such
deposits. Investments in fixed time deposits subject to withdrawal penalties
maturing in more than seven days may not exceed 15% of the value of the net
assets of the Non-Money Market Funds and 10% of the value of the net assets of
the Money Market Fund.

Obligations of foreign banks involve somewhat different investment risks
than those affecting obligations of United States banks, including the
possibilities that their liquidity could be impaired because of future political
and economic developments, that the obligations may be less marketable than
comparable obligations of United States banks, that a foreign jurisdiction might
impose withholding taxes on interest income payable on those obligations, that
foreign deposits may be seized or nationalized, that foreign governmental
restrictions such as exchange controls may be adopted which might adversely
affect the payment of principal and interest on those obligations and that the
selection of those obligations may be more difficult because there may be less
publicly available information concerning foreign banks, or that the accounting,
auditing and financial reporting standards, practices and requirements
applicable to foreign banks may differ from those applicable to United States

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<PAGE> 27

banks. Foreign banks are not subject to examination by any United States
Government agency or instrumentality.

Investments in Eurodollar and Yankee dollar obligations involve additional
risks. Most notably, there generally is less publicly available information
about foreign companies; there may be less governmental regulation and
supervision; they may use different accounting and financial standards; and the
adoption of foreign governmental restrictions may adversely affect the payment
of principal and interest on foreign investments. In addition, not all foreign
branches of United States banks are supervised or examined by regulatory
authorities as are United States banks, and such branches may not be subject to
reserve requirements.

STRIPS and Zero Coupon Securities (All Funds except International
Multi-Manager Stock Fund). Each Fund may invest in separately traded principal
and interest components of securities backed by the full faith and credit of the
United States Treasury. The principal and interests components of United States
Treasury bonds with remaining maturities of longer than ten years are eligible
to be traded independently under the Separate Trading of Registered Interest and
Principal of Securities ("STRIPS") program. Under the STRIPS program, the
principal and interest components are separately issued by the United States
Treasury at the request of depository financial institutions, which then trade
the component parts separately. The interest component of STRIPS may be more
volatile than that of United States Treasury bills with comparable maturities.
In accordance with Rule 2A-7, the Money Market Fund's investments in STRIPS are
limited to those with maturity components not exceeding thirteen months. The
Funds will not actively trade in STRIPS.

The Funds may invest in zero coupon securities. A zero coupon security pays
no interest to its holder during its life and is sold at a discount to its face
value at maturity. The market prices of zero coupon securities generally are
more volatile than the market prices of securities that pay interest
periodically and are more sensitive to changes in interest rates than non-zero
coupon securities having similar maturities and credit qualities.

Variable rate demand obligations (All Funds). Variable rate demand
obligations have a maturity of 397 days or less with respect to the Money Market
Fund or five to twenty years with respect to the Non-Money Market Funds, but
carry with them the right of the holder to put the securities to a remarketing
agent or other entity on short notice, typically seven days or less. Generally,
the remarketing agent will adjust the interest rate every seven days (or at
other intervals corresponding to the notice period for the put), in order to
maintain the interest rate at the prevailing rate for securities with a
seven-day maturity. The remarketing agent is typically a financial intermediary
that has agreed to perform these services. Variable rate master demand
obligations permit a Fund to invest fluctuating amounts at varying rates of
interest pursuant to direct arrangements between the Funds, as lender, and the
borrower. Because the obligations are direct lending arrangements between the
Funds and the borrower, they will not generally be traded, and there is no
secondary market for them, although they are redeemable (and thus immediately
repayable by the borrower) at principal amount, plus accrued interest, at any
time. The borrower also may prepay up to the full amount of the obligation
without penalty.

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<PAGE> 28

While master demand obligations, as such, are not typically rated by credit
rating agencies, if not so rated, a Fund may, under its minimum rating
standards, invest in them only if, in the opinion of the Adviser or Portfolio
Advisers, as applicable, they are of an investment quality comparable to other
debt obligations in which the Funds may invest and are within the credit quality
policies, guidelines and procedures established by the Board of Trustees or AMR
Board, as applicable. See the SAI for further details on variable rate demand
obligations and variable rate master demand obligations.

Other Mutual Funds (All Funds). Each Fund may invest in shares of other
open-end, management investment companies, subject to the limitations of the
1940 Act and subject to such investments being consistent with the overall
objective and policies of the Fund making such investment, provided that any
such purchases will be limited to short-term investments in shares of
unaffiliated investment companies. The Kansas Tax-Exempt Bond Fund has adopted a
non-fundamental policy to limit its investment in investment companies to shares
of money market funds. The purchase of securities of other mutual funds results
in duplication of expenses such that investors indirectly bear a proportionate
share of the expenses of such mutual funds including operating costs, and
investment advisory and administrative fees.

Options on Securities (All Funds, except Money Market Fund, International
Multi-Manager Stock Fund and Kansas Tax-Exempt Bond Fund). The Funds may
purchase put and call options and write covered put and call options on
securities in which each Fund may invest directly and that are traded on
registered domestic securities exchanges or that result from separate, privately
negotiated transactions (i.e., over-the-counter (OTC) options). The writer of a
call option, who receives a premium, has the obligation, upon exercise, to
deliver the underlying security against payment of the exercise price during the
option period. The writer of a put, who receives a premium, has the obligation
to buy the underlying security, upon exercise, at the exercise price during the
option period.

The Funds may write put and call options on securities only if they are
covered, and such options must remain covered as long as the Fund is obligated
as a writer. A call option is covered if a Fund owns the underlying security
covered by the call or has an absolute and immediate right to acquire that
security without additional cash consideration (or for additional cash
consideration if the underlying security is held in a segregated account by its
custodian) upon conversion or exchange of other securities held in its
portfolio. A put option is covered if a Fund maintains liquid assets with a
value equal to the exercise price in a segregated account with its custodian.

The principal reason for writing put and call options is to attempt to
realize, through the receipt of premiums, a greater current return than would be
realized on the underlying securities alone. In return for the premium received
for a call option, the Funds forego the opportunity for profit from a price
increase in the underlying security above the exercise price so long as the
option remains open, but retain the risk of loss should the price of the
security decline. In return for the premium received for a put option, the Funds
assume the risk that the price of the underlying security will decline below the
exercise price, in which case the put would be exercised and the Fund would
suffer a loss. The Funds may purchase put options in an effort to protect the

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<PAGE> 29

value of a security it owns against a possible decline in market value.

Writing of options involves the risk that there will be no market in which
to effect a closing transaction. An exchange-traded option may be closed out
only on an exchange that provides a secondary market for an option of the same
series. OTC options are not generally terminable at the option of the writer and
may be closed out only by negotiation with the holder. There is also no
assurance that a liquid secondary market on an exchange will exist. In addition,
because OTC options are issued in privately negotiated transactions exempt from
registration under the Securities Act of 1933, there is no assurance that the
Funds will succeed in negotiating a closing out of a particular OTC option at
any particular time. If a Fund, as covered call option writer, is unable to
effect a closing purchase transaction in the secondary market or otherwise, it
will not be able to sell the underlying security until the option expires or it
delivers the underlying security upon exercise.

The staff of the SEC has taken the position that purchased options not
traded on registered domestic securities exchanges and the assets used as cover
for written options not traded on such exchanges are generally illiquid
securities. However, the staff has also opined that, to the extent a mutual fund
sells an OTC option to a primary dealer that it considers creditworthy and
contracts with such primary dealer to establish a formula price at which the
fund would have the absolute right to repurchase the option, the fund would only
be required to treat as illiquid the portion of the assets used to cover such
option equal to the formula price minus the amount by which the option is
in-the-money. Pending resolution of the issue, the Funds will treat such options
and, except to the extent permitted through the procedure described in the
preceding sentence, assets as subject to each such Fund's limitation on
investments in securities that are not readily marketable.

Dollar Roll Transactions (Short-Term Bond Fund and Intermediate Bond Fund).
The Fund may enter into dollar roll transactions wherein the Fund sells fixed
income securities, typically mortgage-backed securities, and makes a commitment
to purchase similar, but not identical, securities at a later date from the same
party. Like a forward commitment, during the roll period no payment is made for
the securities purchased and no interest or principal payments on the security
accrue to the purchaser, but the Fund assumes the risk of ownership. The Fund is
compensated for entering into dollar roll transactions by the difference between
the current sales price and the forward price for the future purchase, as well
as by the interest earned on the cash proceeds of the initial sale. Like other
when-issued securities or firm commitment agreements, dollar roll transactions
involve the risk that the market value of the securities sold by the Fund may
decline below the price at which a Fund is committed to purchase similar
securities. In the event the buyer of securities under a dollar roll transaction
becomes insolvent, the Fund's use of the proceeds of the transaction may be
restricted pending a determination by the other party, or its trustee or
receiver, whether to enforce the Fund's obligation to repurchase the securities.
The Fund will engage in roll transactions for the purpose of acquiring
securities for its portfolio and not for investment leverage. The Fund will
limit its obligations on dollar roll transactions to 35 percent of the Fund's
net assets.

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<PAGE> 30

Swap Agreements (Short-Term Bond Fund and Intermediate Bond Fund). To
manage its exposure to different types of investments, the Fund may enter into
interest rate, currency and mortgage (or other asset) swap agreements and may
purchase and sell interest rate "caps," "floors" and "collars." In a typical
interest rate swap agreement, one party agrees to make regular payments equal to
a floating interest rate on a specified amount (the "notional principal amount")
in return for payments to a fixed interest rate on the same amount for a
specified period. If a swap agreement provides for payment in different
currencies, the parties may also agree to exchange the notional principal
amount. Mortgage swap agreements are similar to interest rate swap agreements,
except that the notional principal amount is tied to a reference pool of
mortgages. In a cap or floor, one party agrees, usually in return for a fee, to
make payments under particular circumstances. For example, the purchaser of an
interest rate cap has the right to receive payments to the extent a specified
interest rate exceeds an agreed upon level; the purchaser of an interest rate
floor has the right to receive payments to the extent a specified interest rate
falls below an agreed upon level. A collar entitles the purchaser to receive
payments to the extent a specified interest rate falls outside an agreed upon
range.

Swap agreements may involve leverage and may be highly volatile; depending
on how they are used, they may have a considerable impact on the Fund's
performance. Swap agreements involve risks depending upon the counterparties
creditworthiness and ability to perform as well as the Fund's ability to
terminate its swap agreements or reduce its exposure through offsetting
transactions. The Adviser monitors the creditworthiness of counterparties to
these transactions and intends to enter into these transactions only when they
believe the counterparties present minimal credit risks and the income expected
to be earned from the transaction justifies the attendant risks.

Futures, Related Options and Options on Stock Indices (Stock Fund). The
Fund may attempt to reduce the risk of investment in equity securities by
hedging a portion of its portfolio through the use of certain futures
transactions, options on futures traded on a board of trade and options on stock
indices traded on national securities exchanges. The Fund may hedge a portion of
its portfolio by purchasing such instruments during a market advance or when the
Adviser anticipates an advance. In attempting to hedge a portfolio, the Fund may
enter into contracts for the future delivery of securities and futures contracts
based on a specific security, class of securities or an index, purchase or sell
options on any such futures contracts, and engage in related closing
transactions. The Fund will use these instruments primarily as a hedge against
changes resulting from market conditions in the values of securities held in its
portfolio or which it intends to purchase.

A stock index assigns relative weighing to the common stocks in the index,
and the index generally fluctuates with changes in the market values of these
stocks. A stock index futures contract is an agreement in which one party agrees
to deliver to the other an amount of cash equal to a specific dollar amount
times the difference between the value of a specific stock index at the close of
the last trading day of the contract and the price at which the agreement is
made. The Fund will sell stock index futures only if the amount resulting from
the multiplication of the then current level of the indices upon which such
futures contracts

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<PAGE> 31

are based, and the number of futures contracts which would be outstanding, do
not exceed one-third of the value of the Fund's net assets.

When a futures contract is executed, each party deposits with a broker or
in a segregated custodial account up to 5% of the contract amount, called the
"initial margin," and during the term of the contract, the amount of the deposit
is adjusted based on the current value of the futures contract by payments of
variation margin to or from the broker or segregated account.

In the case of options on stock index futures, the holder of the option
pays a premium and receives the right, upon exercise of the option at a
specified price during the option period, to assume the option writer's position
in a stock index futures contract. If the option is exercised by the holder
before the last trading day during the option period, the option writer delivers
the futures position, as well as any balance in the writer's futures margin
account. If it is exercised on the last trading day, the option writer delivers
to the option holder cash in an amount equal to the difference between the
option exercise price and the closing level of the relevant index on the date
the option expires. In the case of options on stock indexes, the holder of the
option pays a premium and receives the right, upon exercise of the option at a
specified price during the option period, to receive cash equal to the dollar
amount of the difference between the closing price of the relevant index and the
option exercise price times a specified multiple, called the "multiplier."

During a market decline or when the Adviser anticipates a decline, the Fund
may hedge a portion of its portfolio by selling futures contracts or purchasing
puts on such contracts or on a stock index in order to limit exposure to the
decline. This provides an alternative to liquidation of securities positions and
the corresponding costs of such liquidation. Conversely, during a market advance
or when the Adviser anticipates an advance, each Fund may hedge a portion of its
portfolio by purchasing futures, options on these futures or options on stock
indices. This affords a hedge against a Fund not participating in a market
advance at a time when it is not fully invested and serves as a temporary
substitute for the purchase of individual securities which may later be
purchased in a more advantageous manner. Each Fund will sell options on futures
and on stock indices only to close out existing positions.

Interest Rate Futures Contracts (All Funds, except International
Multi-Manager Stock Fund and Kansas Tax-Exempt Bond Fund). These Funds may, to
a limited extent, enter into interest rate futures contracts--i.e., contracts
for the future delivery of securities or index-based futures contracts--that
are, in the opinion of the Adviser, sufficiently correlated with the Fund's
portfolio. These investments will be made primarily in an attempt to protect a
Fund against the effects of adverse changes in interest rates (i.e., "hedging").
When interest rates are increasing and portfolio values are falling, the sale of
futures contracts can offset a decline in the value of a Fund's current
portfolio securities. The Funds will engage in such transactions primarily for
bona fide hedging purposes.

Options on Interest Rate Futures Contracts (All Funds, except International
Multi-Manager Stock Fund and Kansas Tax-Exempt Bond Fund). These Funds may
purchase put and call options on interest rate futures contracts, which give a
Fund the right to sell or

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<PAGE> 32

purchase the underlying futures contract for a specified price upon exercise of
the option at any time during the option period. Each Fund may also write (sell)
put and call options on such futures contracts. For options on interest rate
futures that a Fund writes, such Fund will receive a premium in return for
granting to the buyer the right to sell to the Fund or to buy from the Fund the
underlying futures contract for a specified price at any time during the option
period. As with futures contracts, each Fund will purchase or sell options on
interest rate futures contracts primarily for bona fide hedging purposes.

Foreign Exchange Contracts (International Multi-Manager Stock
Fund). Changes in foreign currency exchange rates will affect the U.S. dollar
values of securities denominated in currencies other than the U.S. dollar. The
rate of exchange between the U.S. dollar and other currencies fluctuates in
response to forces of supply and demand in the foreign exchange markets. These
forces are affected by the international balance of payments and other economic
and financial conditions, government intervention, speculation and other
factors. When investing in foreign securities, the Portfolio usually effects
currency exchange transactions on a spot (i.e., cash) basis at the spot rate
prevailing in the foreign exchange market. The Portfolio incurs foreign exchange
expenses in converting assets from one currency to another.

The Portfolio may enter into foreign currency forward contracts or currency
futures for the purchase or sale of foreign currency to "lock in" the U.S.
dollar price of the securities denominated in a foreign currency or the U.S.
dollar value of interest and dividends to be paid on such securities, or to
hedge against the possibility that the currency of a foreign country in which
the Portfolio has investments may suffer a decline against the U.S. dollar. A
forward currency contract is an obligation to purchase or sell a specific
currency at a future date, which may be any fixed number of days from the date
of the contract agreed upon by the parties, at a price set at the time for the
contract. This method of attempting to hedge the value of the Portfolio's
portfolio securities against a decline in the value of a currency does not
eliminate fluctuations in the underlying prices of the securities. Although the
strategy of engaging in foreign currency transactions could reduce the risk of
loss due to a decline in the value of the hedged currency, it could also limit
the potential gain from an increase in the value of the currency. The Portfolio
does not intend to maintain a net exposure to such contracts where the
fulfillment of the Portfolio's obligations under such contracts would obligate
the Portfolio to deliver an amount of foreign currency in excess of the value of
the Portfolio's portfolio securities or other assets denominated in the
currency. The Portfolio will not enter into these contracts for speculative
purposes and will not enter into non-hedging currency contracts. These contracts
involve a risk of loss if the Portfolio Advisers fail to predict currency values
correctly.

Risks of Options and Futures Contracts. One risk involved in the purchase
and sale of futures and options is that a Fund may not be able to effect closing
transactions at a time when it wishes to do so. Positions in futures contracts
and options on futures contracts may be closed out only on an exchange or board
of trade that provides an active market for them, and there can be no assurance
that a liquid market will exist for the contract or the option at any particular
time. To mitigate this risk, each Fund will ordinarily purchase and write

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<PAGE> 33

options only if a secondary market for the options exists on a national
securities exchange or in the over-the-counter market. Another risk is that
during the option period, if a Fund has written a covered call option, it will
have given up the opportunity to profit from a price increase in the underlying
securities above the exercise price in return for the premium on the option
(although the premium can be used to offset any losses or add to a Fund's
income) but, as long as its obligation as a writer continues, such Fund will
have retained the risk of loss should the price of the underlying security
decline. Investors should note that because of the volatility of the market
value of the underlying security, the loss from investing in futures
transactions is potentially unlimited. In addition, a Fund has no control over
the time when it may be required to fulfill its obligation as a writer of the
option. Once a Fund has received an exercise notice, it cannot effect a closing
transaction in order to terminate its obligation under the option and must
deliver the underlying securities at the exercise price.

The Funds' successful use of stock index futures contracts, options on such
contracts and options on indices depends upon the ability of the Adviser to
predict the direction of the market and is subject to various additional risks.
The correlation between movements in the price of the futures contract and the
price of the securities being hedged is imperfect and the risk from imperfect
correlation increases in the case of stock index futures as the composition of
the Funds' portfolios diverge from the composition of the relevant index. Such
imperfect correlation may prevent the Funds from achieving the intended hedge or
may expose the Funds to risk of loss. In addition, if the Funds purchase futures
to hedge against market advances before they can invest in common stock in an
advantageous manner and the market declines, the Funds might create a loss on
the futures contract. Particularly in the case of options on stock index futures
and on stock indices, the Funds' ability to establish and maintain positions
will depend on market liquidity. The successful utilization of options and
futures transactions requires skills different from those needed in the
selection of the Funds' portfolio securities. The Funds believe that the Adviser
possesses the skills necessary for the successful utilization of such
transactions.

The Funds are permitted to engage in bona fide hedging transactions (as
defined in the rules and regulations of the Commodity Futures Trading
Commission) without any quantitative limitations. Futures and related option
transactions which are not for bona fide hedging purposes may be used provided
the total amount of the initial margin and any option premiums attributable to
such positions does not exceed 5% of each Fund's liquidating value after taking
into account unrealized profits and unrealized losses, and excluding any in-
the-money option premiums paid. The Funds will not market, and are not
marketing, themselves as commodity pools or otherwise as vehicles for trading in
futures and related options. The Funds will segregate liquid assets such as
cash, U.S. Government securities or other liquid high grade debt obligations to
cover the futures and options.

"When-Issued" and "Forward Commitment" Transactions (All Funds). The Funds
may purchase securities on a when-issued and delayed-delivery basis and may
purchase or sell securities on a forward commitment basis. When-issued or
delayed-delivery transactions arise when securities are purchased by a Fund with
payment and delivery taking place in the future in order to secure what is
considered to

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<PAGE> 34

be an advantageous price and yield to the Fund at the time of entering into the
transaction. A forward commitment transaction is an agreement by a Fund to
purchase or sell securities at a specified future date. When a Fund engages in
these transactions, the Fund relies on the buyer or seller, as the case may be,
to consummate the sale. Failure to do so may result in the Fund missing the
opportunity to obtain a price or yield considered to be advantageous.
When-issued and delayed-delivery transactions and forward commitment
transactions may be expected to occur a month or more before delivery is due.
However, no payment or delivery is made by a Fund until it receives payment or
delivery from the other party to the transaction. A separate account containing
only liquid assets equal to the value of purchase commitments will be maintained
until payment is made. Such securities have the effect of leverage on the Funds
and may contribute to volatility of a Fund's net asset value. For further
information, see the SAI.

Loans of Portfolio Securities (All Funds). To increase current income, each
Fund may lend its portfolio securities in an amount up to 33 1/3% of each such
Fund's total assets to brokers, dealers and financial institutions, provided
certain conditions are met, including the condition that each loan is secured
continuously by collateral maintained on a daily mark-to-market basis in an
amount at least equal to the current market value of the securities loaned.
These transactions involve a loan by the applicable Fund and are subject to the
same risks as repurchase agreements. For further information, see the SAI.

Repurchase Agreements (All Funds). The Funds may enter into repurchase
agreements with any bank and broker-dealer which, in the opinion of the
Trustees, presents a minimal risk of bankruptcy. Under a repurchase agreement a
Fund acquires securities and obtains a simultaneous commitment from the seller
to repurchase the securities at a specified time and at an agreed upon yield.
The agreements will be fully collateralized and the value of the collateral,
including accrued interest, marked-to-market daily. The agreements may be
considered to be loans made by the purchaser, collateralized by the underlying
securities. If the seller should default on its obligation to repurchase the
securities, a Fund may experience a loss of income from the loaned securities
and a decrease in the value of any collateral, problems in exercising its rights
to the underlying securities and costs and time delays in connection with the
disposition of securities. The Money Market Fund and Kansas Tax-Exempt Bond Fund
may not each invest more than 10% and the other Non-Money Market Funds may not
invest more than 15% of its respective net assets in repurchase agreements
maturing in more than seven business days or in securities for which market
quotations are not readily available. For more information about repurchase
agreements, see "Investment Policies" in the SAI.

Reverse Repurchase Agreements (All Funds). The Funds may also enter into
reverse repurchase agreements to avoid selling securities during unfavorable
market conditions to meet redemptions. Pursuant to a reverse repurchase
agreement, a Fund will sell portfolio securities and agree to repurchase them
from the buyer at a particular date and price. Whenever a Fund enters into a
reverse repurchase agreement, it will establish a segregated account in which it
will maintain liquid assets in an amount at least equal to the repurchase price
marked to market daily (including accrued interest), and will subsequently
monitor the account to ensure that

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<PAGE> 35

such equivalent value is maintained. The Fund pays interest on amounts obtained
pursuant to reverse repurchase agreements. Reverse repurchase agreements are
considered to be borrowings by a Fund under the 1940 Act.

Risks of Techniques Involving Leverage. Use of leveraging involves special
risks and may involve speculative investment techniques. Certain Funds may
borrow for other than temporary or emergency purposes, lend their securities,
enter reverse repurchase agreements, and purchase securities on a when issued or
forward commitment basis. In addition, certain Funds may engage in dollar roll
transactions. Each of these transactions involve the use of "leverage" when cash
made available to the Fund through the investment technique is used to make
additional portfolio investments. The Funds use these investment techniques only
when the Adviser or Portfolio Advisers, as applicable, believe that the
leveraging and the returns available to the Fund from investing the cash will
provide shareholders a potentially higher return.

Leverage exists when a Fund achieves the right to a return on a capital
base that exceeds the investment the Fund has invested. Leverage creates the
risk of magnified capital losses which occur when losses affect an asset base,
enlarged by borrowings or the creation of liabilities, that exceeds the equity
base of the Fund. Leverage may involve the creation of a liability that requires
the Fund to pay interest (for instance, reverse repurchase agreements) or the
creation of a liability that does not entail any interest costs (for instance,
forward commitment transactions).

The risks of leverage include a higher volatility of the net asset value of
a Fund's shares and the relatively greater effect on the net asset value of the
shares caused by favorable or adverse market movements or changes in the cost of
cash obtained by leveraging and the yield obtained from investing the cash. So
long as a Fund is able to realize a net return on its investment portfolio that
is higher than interest expense incurred, if any, leverage will result in higher
current net investment income being realized by such Fund than if the Fund were
not leveraged. On the other hand, interest rates change from time to time as
does their relationship to each other depending upon such factors as supply and
demand, monetary and tax policies and investor expectations. Changes in such
factors could cause the relationship between the cost of leveraging and the
yield to change so that rates involved in the leveraging arrangement may
substantially increase relative to the yield on the obligations in which the
proceeds of the leveraging have been invested. To the extent that the interest
expense involved in leveraging approaches the net return on a Fund's investment
portfolio, the benefit of leveraging will be reduced, and, if the interest
expense on borrowings were to exceed the net return to shareholders, such Fund's
use of leverage would result in a lower rate of return than if the Fund were not
leveraged. Similarly, the effect of leverage in a declining market could be a
greater decrease in net asset value per share than if a Fund were not leveraged.
In an extreme case, if a Fund's current investment income were not sufficient to
meet the interest expense of leveraging, it could be necessary for such Fund to
liquidate certain of its investments at an inappropriate time. The use of
leverage may be considered speculative.

Portfolio Turnover. The Funds generally will not engage in the trading of
securities for the purpose of realizing short-term profits, but each Fund will
adjust its portfolio as it deems

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<PAGE> 36

advisable in view of prevailing or anticipated market conditions or fluctuations
in interest rates to accomplish its respective investment objective. For
example, each Fund may sell portfolio securities in anticipation of an adverse
market movement. Other than for tax purposes, frequency of portfolio turnover
will not be a limiting factor if a Fund considers it advantageous to purchase or
sell securities. The Funds do not anticipate that the respective annual
portfolio turnover rates will exceed the following: Short-Term Bond Fund, 400%;
Intermediate Bond Fund, 500%; Stock Fund, 150%; International Multi-Manager
Stock Fund, 100%; and Kansas Tax-Exempt Bond Fund, 150%. A high rate of
portfolio turnover involves correspondingly greater transaction expenses than a
lower rate, which expenses must be borne by each Fund and its shareholders.

INVESTMENT RESTRICTIONS
(ALL FUNDS, EXCEPT AS INDICATED)

The Funds also operate under certain investment restrictions. Certain of
the Funds' investment restrictions are listed below. For a complete list of the
Funds' investment restrictions, see the section in the Funds' SAI entitled
"Investment Restrictions." Investment restriction Nos. 2, 3, 4 and 5 below are
fundamental policies of the Funds, which can be changed only when permitted by
law and approved by a majority of the Funds' outstanding voting securities. A
"majority of the outstanding voting securities" means the lesser of (i) 67% of
the shares represented at a meeting at which more than 50% of the outstanding
shares are represented in person or by proxy or (ii) more than 50% of the
outstanding shares. See "Other Information--Voting." Investment Restriction No.
1 is a non-fundamental policy of the Funds and can be changed by approval of a
majority of the Board of Trustees.

(1) No Fund may invest more than 15% (10% with respect to the Money Market Fund
and Kansas Tax-Exempt Bond Fund) of the aggregate value of its net assets in
investments which are illiquid, or not readily marketable (including
repurchase agreements having maturities of more than seven calendar days,
time deposits having maturities of more than seven calendar days, and
securities of foreign issuers that are not listed on a recognized domestic
or foreign securities exchange).

(2) No Fund may borrow money or pledge or mortgage its assets, except that a
Fund may enter into reverse repurchase agreements or borrow from banks up to
33-1/3% (10% with respect to the International Multi-Manager Stock Fund and
Kansas Tax-Exempt Bond Fund) of the current value of its total net assets
for temporary or emergency purposes or to meet redemptions. Each Fund
(except the International Multi-Manager Stock Fund and Kansas Tax-Exempt
Bond Fund) has adopted a non-fundamental policy to limit such borrowing to
10% of its net assets and those borrowings may be secured by the pledge of
not more than 15% of the current value of that Fund's total net assets (but
investments may not be purchased by a Fund while any such borrowings exist).

(3) No Fund may make loans, except loans of portfolio securities and except that
a Fund may enter into repurchase agreements with respect to its portfolio
securities and may purchase the types of debt instruments described in this
Prospectus.

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<PAGE> 37

(4) No Fund may invest more than 25% of its total assets in the securities of
any one industry, excluding the Money Market Fund which will invest more
than 25% of its total assets in instruments issued by the banking industry.
For this purpose, U.S. Government securities (and repurchase agreements
related thereto) are not considered securities of a single industry. In
addition, finance companies as a group are not considered a single industry
for purposes of this policy. Wholly-owned finance companies will be
considered to be in the industries of their parent companies if their
activities are primarily related to financing the activities of their parent
companies.

(5) No Fund will, with respect to 75% of its total assets, invest more than 5%
of its total assets in the securities of any one issuer (except for U.S.
Government securities), or purchase more than 10% of the outstanding voting
securities of any such issuer. The Money Market Fund is subject to these
diversification requirements with respect to 100% of its assets. The Kansas
Tax-Exempt Bond Fund will not purchase more than 10% of the voting
securities of any one issuer.

If a percentage restriction on investment policies or the investment or use
of assets set forth in this Prospectus are adhered to at the time a transaction
is effected, later changes in percentage resulting from changing asset values
will not be considered a violation.

The Money Market Fund's diversification tests are measured at the time of
initial purchase, and are calculated as specified in Rule 2a-7 of the 1940 Act
which may allow the Fund to exceed limits specified in this Prospectus for
certain securities subject to guarantees or demand features. The Fund will be
deemed to satisfy the maturity requirements described in this Prospectus to the
extent it satisfies Rule 2a-7 maturity requirements.

It is the intention of the Funds, unless otherwise indicated, that with
respect to the Funds' policies that are the result of the application of law
(for example, Rule 2a-7 of the 1940 Act with respect to the Money Market Fund)
the Funds will take advantage of the flexibility provided by rules or
interpretations of the SEC currently in existence or promulgated in the future
or changes to such laws.

RISKS OF INVESTING IN THE FUNDS

Certain Risk Considerations

The Money Market Fund attempts to maintain a constant net asset value of
$1.00 per share, although there can be no assurance that the Money Market Fund
will always be able to do so. The Money Market Fund may not achieve as high a
level of current income as other funds that do not limit their investment to the
high quality securities in which the Money Market Fund invests.

The Money Market Fund's Policy of concentrating in the banking industry
could increase the Fund's exposure to economic or regulatory developments
relating to or affecting banks. Banks are subject to extensive governmental
regulation which may limit both the

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<PAGE> 38

amounts and types of loans and other financial commitments they can make and the
interest rates and fees they can charge. The financial condition of banks is
largely dependent on the availability and cost of capital funds, and can
fluctuate significantly when interest rates change. In addition, general
economic conditions may affect the financial condition of banks.

The price per share of each of the Non-Money Market Funds will fluctuate
with changes in value of the investments held by the Fund. For example, the
value of a bond Fund's shares will generally fluctuate inversely with the
movements in interest rates and a stock Fund's shares will generally fluctuate
as a result of numerous factors, including but not limited to investors'
expectations about the economy and corporate earnings and interest rates.
Shareholders of a Fund should expect the value of their shares to fluctuate with
changes in the value of the securities owned by that Fund. Additionally, a
Fund's investment in smaller companies may involve greater risks than
investments in large companies due to such factors as limited product lines,
markets and financial or managerial resources, and less frequently traded
securities that may be subject to more abrupt price movements than securities of
larger companies.

There is, of course, no assurance that a Fund will achieve its investment
objective or be successful in preventing or minimizing the risk of loss that is
inherent in investing in particular types of investment products. In order to
attempt to minimize that risk, the Adviser monitors developments in the economy,
the securities markets, and with each particular issuer. Also, as noted earlier,
each diversified Fund is managed within certain limitations that restrict the
amount of a Fund's investment in any single issuer.

Foreign Securities (All Funds). Investing in the securities of issuers in
any foreign country, including ADRs and EDRs, involves special risks and
considerations not typically associated with investing in U.S. companies. These
include differences in accounting, auditing and financial reporting standards;
generally higher commission rates on foreign portfolio transactions; the
possibility of nationalization, expropriation or confiscatory taxation; adverse
changes in investment or exchange control regulations (which may include
suspension of the ability to transfer currency from a country); and political
instability which could affect U.S. investments in foreign countries.
Additionally, foreign securities and dividends and interest payable on those
securities may be subject to foreign taxes, including taxes withheld from
payments on those securities. Foreign securities often trade with less frequency
and volume than domestic securities and, therefore, may exhibit greater price
volatility. Additional costs associated with an investment in foreign securities
may include higher custodial fees than apply to domestic custodial arrangements
and transaction costs of foreign currency conversions. Changes in foreign
exchange rates also will affect the value of securities denominated or quoted in
currencies other than the U.S. dollar and, with respect to the Money Market
Fund, may affect the ability to maintain net asset value. A Fund's objectives
may be affected either unfavorably or favorably by fluctuations in the relative
rates of exchange between the currencies of different nations, by exchange
control regulations and by indigenous economic and political developments.
Through a Fund's policies, management endeavors to avoid unfavorable
consequences and to take advantage of favorable developments in partic-

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ular nations where, from time to time, it places a Fund's investments. See the
SAI for further information about foreign securities.

Small Capitalization Stocks (Stock Fund). Small capitalization stocks are
more volatile than larger capitalization stocks. The Fund may invest in
relatively new or unseasoned companies, which are in their early stages of
development, or small companies positioned in new and emerging industries.
Securities of small and unseasoned companies present greater risks than
securities of larger, more established companies. The companies in which the
Fund may invest may have relatively small revenues and limited product lines,
and may have a small share of the market for their products or services. Small
companies may lack depth of management. They may be unable to internally
generate funds necessary for growth or potential development or to generate such
funds through external financing on favorable terms. They may be developing or
marketing new products or services for which markets are not yet established and
may never become established. Due to these and other factors, small companies
may incur significant losses, and investments in such companies are therefore
speculative.

CERTAIN RISKS OF INVESTING IN THE INTERNATIONAL MULTI-MANAGER STOCK FUND

The International Multi-Manager Stock Fund's investment in the Portfolio
may be affected by the actions of other large investors in the Portfolio, if
any. For example, if the Portfolio had a large investor other than the
International Multi-Manager Stock Fund that redeemed its interest in the
Portfolio, the Portfolio's remaining investors (including the International
Multi-Manager Stock Fund) might, as a result, experience higher pro rata
operating expenses, thereby producing lower returns.

The International Multi-Manager Stock Fund may withdraw its entire
investment from the Portfolio at any time if the Board determines that it is in
the best interest of the International Multi-Manager Stock Fund and its
shareholders to do so. The International Multi-Manager Stock Fund might
withdraw, for example, if there were other investors in the Portfolio with power
to, and who did by a vote of the shareholders of all investors (including the
International Multi-Manager Stock Fund), change the investment objective or
policies of the Portfolio in a manner not acceptable to the Board. A withdrawal
could result in a distribution in kind of portfolio securities (as opposed to a
cash distribution) by the Portfolio. That distribution could result in a less
diversified portfolio of investments for the International Multi-Manager Stock
Fund and could affect adversely the liquidity of the International Multi-Manager
Stock Fund's portfolio. If the International Multi-Manager Stock Fund decided to
convert those securities to cash, it usually would incur brokerage fees or other
transaction costs. If the International Multi-Manager Stock Fund withdrew its
investment from the Portfolio, the Board would consider what action might be
taken, including the management of the International Multi-Manager Stock Fund's
assets in accordance with its investment objective and policies by the Adviser
or the investment of all of the International Multi-Manager Stock Fund's
investable assets in another pooled investment entity having substantially the
same investment objective as the International Multi-Manager Stock Fund. The
inability of the International Multi-Manager Stock Fund to find a suitable
replacement investment, in the event the Board decided not to permit the Adviser
to manage the

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<PAGE> 40

International Multi-Manager Stock Fund's assets, could have a significant impact
on shareholders of the International Multi-Manager Stock Fund.

Each investor in the Portfolio, including the International Multi-Manager
Stock Fund, will be liable for all obligations of the Portfolio, but not any
other portfolio of AMR Trust. The risk to an investor in the Portfolio of
incurring financial loss on account of such liability, however, would be limited
to circumstances in which the Portfolio was unable to meet its obligations. Upon
liquidation of the Portfolio, investors would be entitled to share pro rata in
the net assets of the Portfolio available for distribution to investors.

Investors should be aware that the International Multi-Manager Stock Fund,
unlike mutual funds that directly acquire and manage their own portfolios of
securities, seeks to achieve its investment objective by investing all of its
investable assets in the Portfolio, which is a separate investment company.
Since the Fund will invest only in the Portfolio, the Fund's shareholders will
acquire only an indirect interest in the investments of the Portfolio.

In addition to selling its interests to the International Multi-Manager
Stock Fund, the Portfolio may sell its interests to other non-affiliated
investment companies and/or other institutional investors. All institutional
investors in the Portfolio will pay a proportionate share of the Portfolio's
expenses and will invest in that Portfolio on the same terms and conditions.
However, if another investment company invests all of its assets in the
Portfolio, it would not be required to sell its shares at the same public
offering price as the International Multi-Manager Stock Fund and would be
allowed to charge different sales commissions. Therefore, investors in the
International Multi-Manager Stock Fund may experience different returns from
investors in another investment company that invests exclusively in the
Portfolio. As of the date of this prospectus, the International Multi-Manager
Stock Fund, the American AAdvantage International Equity Fund and the American
AAdvantage International Equity Mileage Fund are the only institutional
investors that have invested all of their assets in the Portfolio. Shareholders
may obtain further information concerning other funds that invest in the
Portfolio by contacting their sales representative or by calling (800) 967-9009.

RISK OF INVESTING IN KANSAS MUNICIPAL OBLIGATIONS.

Because the Kansas Tax-Exempt Bond Fund will concentrate its investment in
Kansas Municipal Obligations, it may be affected by political, economic or
regulatory factors that may impair the ability of Kansas issuers to pay interest
on or to repay the principal of their debt obligations. Kansas Municipal
Obligations may be subject to greater price volatility than municipal
obligations in general as a result of the effect of supply and demand for these
securities which, in turn, could cause greater volatility in the value of the
shares of the Fund.

The following information as to certain Kansas risk factors is only a brief
summary of the factors affecting the financial condition of the State of Kansas,
it does not purport to be a complete description and is based on information
from official statements relating to municipal obligations issued by the State
of Kansas.

Kansas ranks as the 14th largest state in terms of size with an area in
excess of 82,000

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<PAGE> 41

square miles. As of 1996, the population is estimated to be 2,572,000, which is
up from a population of 2,477,588 in 1990. This represents a percentage increase
of 3.3%. In comparison, the growth in population in the U.S. was 4.7%.

Growth in the State's trade, services and manufacturing sectors has
decreased the historical dominance of agriculture on the State economy. Economic
performance in 1996 and into 1997 has been significantly better than 1995, due
largely to gains in aircraft manufacturing and recovery in agriculture. Personal
income grew at 6.2% in 1996 to $23,281. Per capita income stands at about 96% of
the national median. Household income reflects more of the recent strength at
110% of the U.S. average.

The State's unemployment rate dropped to 3.8% in June 1997 from its peak of
5.5% in 1993. Labor force participation is high at 67% versus 62.9% for the U.S.

The Kansas State Treasury does not issue general obligation debt. The state
instead relies on revenue and lease financing through the Department of
Transportation (KDOT) and the Development Finance Authority (KDFA). KDFA
provides financing for various public purpose projects including prison
construction, state offices, energy conservation and university facilities. The
KDOT bonds are rated Aa/AA by Moody's and Standard & Poor's, respectively. KDFA
ratings vary across underlying purpose and when not insured are generally rated
A or better by the major rating agencies.

Obligations of issuers of Kansas Municipal Obligations are subject to the
provisions of bankruptcy, insolvency and other laws affecting the rights and
remedies of creditors, such as the Federal Bank Reform Act of 1978. In addition,
the obligations of such issuers may become subject to the laws enacted in the
future by Congress or the Kansas legislatures or by referenda extending the time
for payment of principal and/or interest, or imposing other constraints upon
enforcement of such obligations or upon municipalities to levy taxes. There is
also the possibility that, as a result of legislation, litigation involving the
taxation of municipal obligations or the rights of municipal obligation holders,
or other conditions, the power or ability of any issuer to pay, when due, the
principal of and interest on its Kansas Municipal Obligations may be materially
affected. Additional considerations relating to the risks of investing in Kansas
Municipal Obligations are presented in the SAI.

MANAGEMENT OF THE FUNDS

The business and affairs of each Fund are managed under the direction of
the Board of Trustees. Information about the Trustees, as well as the Trust's
executive officers, may be found in the SAI under the heading
"Management--Trustees and Officers."

THE ADVISER: INTRUST BANK, N.A.

INTRUST Bank, N.A. in Wichita, formerly First National Bank in Wichita,
serves as the Funds' investment adviser under an advisory agreement with the
Trust (the "Advisory Agreement"). Under the Advisory Agreement, the Adviser
invests the assets of the portfolio, and continuously reviews, supervises and
administers the Portfolio's investment program. The Adviser discharges its
responsibilities subject to the supervision of, and policies set by, the
Trustees of the Trust.

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<PAGE> 42

The Adviser is a majority-owned subsidiary of INTRUST Financial Corporation
(formerly First Bancorp of Kansas), a bank holding company. The Adviser is a
national banking association which provides a full range of banking and trust
services to clients. As of December 31, 1997, total assets under management were
approximately $2 billion. The principal place of business address of the Adviser
is 105 North Main Street, Box One, Wichita, Kansas 67201.

For the advisory services it provides to the Funds, the Adviser receives
fees based on average daily net assets up to the following annualized rates:
Money Market Fund, 0.25%; Short-Term Bond Fund, 0.40%; Intermediate Bond Fund,
0.40%; Stock Fund, 1.00%; Kansas Tax-Exempt Bond Fund, 0.30%.

INTRUST may receive advisory fees up to 0.40% of the average daily net
assets of the International Multi-Manager Stock Fund when the Fund invests all
of its investable assets in the Portfolio or another investment company. INTRUST
has agreed not to charge its advisory fee to the Fund in an amount in excess of
0.35% of the Fund's average daily net assets. Such voluntary waiver may be
discontinued at any time upon notice. While the Fund invests all of its
investable assets in the Portfolio or another investment company, the Adviser
will select such company, monitor the performance of such company, coordinate
the Fund's relationship with such company and communicate with the Fund's Board
of Trustees and shareholders regarding the performance of such company and the
Fund's two-tier structure. In addition, if the Adviser is not satisfied with the
performance of the Portfolio, the Adviser may recommend to the Board of Trustees
other investment companies for the Fund to invest in, or recommend that the
Adviser manage the Fund itself. The Adviser may receive advisory fees up to
1.25% of the average daily net assets of the Fund should the Adviser decide not
to invest all of the Fund's investable assets in the Portfolio or another
investment company. John S. Maurer, Jr., Senior Vice President and Chief
Investment Officer at INTRUST, is responsible for the day-to-day management of
the International Multi-Manager Stock Fund. Mr. Maurer has over 22 years of
experience in the investment and trust industry, including the development of
equity and fixed income investment services and individual portfolio and
relationship management.

Michael Colgan, Vice President and Trust Investment Officer for the Adviser
since 1985, is responsible for the day-to-day management of the Kansas
Tax-Exempt Bond Fund. Mr. Colgan has managed the Fund since December 1990.

Like other mutual funds, financial and business organizations and
individuals around the world, the Trust could be adversely affected if the
computer systems used by the Trust or its service providers and counter parties
do not properly process and calculate date-related information and data from and
after January 1, 2000. The Trust is in the process of assessing and formulating
responses to these potential problems with the Adviser and all other major
service providers and counter parties. There can be no assurance that the
Trust's actions will be sufficient to avoid any adverse impact.

SUBADVISERS:

AMR INVESTMENT SERVICES, INC. AMR, located at 4333 Amon Carter Boulevard,
MD5645, Fort Worth, Texas 76155, is a wholly-owned subsidiary of AMR
Corporation,

40
<PAGE> 43

the parent company of American Airlines, Inc., and was organized in 1986 to
provide business management, advisory, administrative and asset management
consulting services. American Airlines, Inc. is not responsible for investments
made by AMR. As of December 31, 1997, AMR provides investment advice with
respect to approximately $18.4 billion in assets, including approximately $14.2
billion of assets on behalf of AMR Corporation and its primary subsidiary,
American Airlines, Inc. For the subadvisory services it provides to the Money
Market Fund, AMR receives from the Adviser and not the Funds monthly fees based
upon average daily net assets at the annual rate of 0.20%.

The Money Market Fund is substantially identical to other pooled accounts,
including investment companies advised by AMR. Set forth below are certain
performance data for such pooled accounts. The Money Market Composite consists
of the American AAdvantage Money Market Fund (from September 1987 to present),
the American Performance Cash Management Fund (from October 1990 to present),
the FUNDS IV Cash Reserve Fund (from September 1994 through September 1996), the
American AAdvantage Money Market Mileage Fund (from November 1995 to present),
the AMR Investment Services Strategic Cash Business Trust (from July 1996 to
present) and the INTRUST Money Market Fund (from February 1997 to present).
Expenses of the portfolios in the Money Market Composite range from
approximately 0.11% for the AMR Investment Services Strategic Cash Business
Trust to approximately 0.85% for the American Performance Cash Management Fund.
The Strategic Cash Business Trust is an unregistered pooled account and as such
is not subject to certain requirements that apply to mutual funds under the
applicable securities, tax and other laws that, if applicable, may have
adversely affected performance. The data shown below reflects total return for
the periods shown, reduced by the actual expense ratio for such funds. To the
extent such funds had expense waivers or reimbursements in effect during the
periods indicated below, such funds' actual performance would have been lower
had such expense waivers or reimbursements not been in effect. INTRUST Fund fees
and expenses may be higher than such expenses and if applied would have reduced
the performance below. This performance information is deemed relevant since the
AMR accounts have been managed using the same investment objectives, policies
and restrictions and portfolio managers as those used by INTRUST Money Market
Fund. However, this performance data is not necessarily indicative of the past
or future performance of any of the INTRUST Funds. The AMR pooled accounts and
the INTRUST Money Market Fund are separate funds. This performance does not
represent the past performance of the INTRUST Money Market Fund. See
"Performance Information" herein for performance information for the INTRUST
Money Market Fund.

41
<PAGE> 44

AMR INVESTMENT SERVICES, INC.
MONEY MARKET COMPOSITE
ANNUALIZED TOTAL
RETURN FOR THE PERIODS ENDED
DECEMBER 31, 1997

<TABLE>
<CAPTION>
LIPPER INSTITUTIONAL MONEY
MARKET INDEX
--------------------------
<S> <C> <C>
1 Year...................................................... 5.46% 5.33%
3 Years..................................................... 5.58% 5.41%
5 Years..................................................... 4.82% 4.64%
10 Years.................................................... 6.02% 5.78%
Since Inception (9/1/87).................................... 6.06% 5.80%
</TABLE>

GALLIARD CAPITAL MANAGEMENT, INC. Galliard is sub-adviser to the Short-Term
Bond Fund and the Intermediate Bond Fund. Galliard, a wholly-owned subsidiary of
Norwest Bank Minnesota, was formed July 1, 1995 to specialize in the management
of institutional fixed income portfolios. Karl Tourville and Richard Merriam are
co-managers of the Short-Term Bond Fund and the Intermediate Bond Fund. In his
12-year career at Washington Square Capital Management, Inc. (a subsidiary of
Northwestern National Life Insurance Company) Galliard Principal, Richard
Merriam was manager of the Marketable Security Group which employed a similar
fixed income style with great success. Karl Tourville, formerly head of Fixed
Income at Norwest Investment Management, similarly developed an outstanding
track record as a fixed income manager in his nine year career with Norwest. For
the subadvisory services it provides to the Short-Term Bond Fund and
Intermediate Bond Fund, Galliard receives from the Adviser and not the Funds,
monthly fees based upon daily net assets at the annual rate of 0.125% and
0.125%, respectively.

The investment returns below are actual returns of Galliard's Intermediate
Core Composite ("Galliard's Composite's") of separate accounts which are managed
in an investment style substantially the same as the Intermediate Bond Fund.
This information is not intended to be read as a description of Galliard's past
performance with respect to the style utilized for the Short-Term Bond Fund (for
performance information of the Short-Term Bond Fund see the section entitled
"Performance Information" herein).

42
<PAGE> 45

GALLIARD COMPOSITE RETURNS
DECEMBER 31, 1997

<TABLE>
<CAPTION>
LEHMAN BROTHERS INTERMEDIATE
GOVERNMENT CORPORATE INDEX
----------------------------
<S> <C> <C>
1 Year................................................... 7.87% 7.87%
2 Years.................................................. 5.82% 5.95%
9 Quarters (since inception September 1995).............. 6.72% 6.89%
</TABLE>

Galliard Composites are calculated weighing the market value of each
component. Accounts are placed in a composite at the end of the first full
calendar quarter following their inception or as agreed upon by the client. All
composites are calculated net of expenses for the INTRUST Intermediate Bond
Fund's Institutional Service Class based on the Fund's expenses for the fiscal
year ended October 31, 1997, adjusted to reflected anticipated expense levels
and currently effective waivers and reimbursements as set forth in the Fee Table
in this Prospectus. To the extent the fees used reflect expense waivers or
reimbursements, actual performance would have been lower had such expense
waivers or reimbursements not been in effect. Private accounts are not subject
to certain investment limitations, diversification requirements, and other
restrictions imposed by the 1940 Act and the Internal Revenue Code which, if
applicable, may have adversely affected performance. As a result, portfolio
management strategies used on Galliard's Composites and those for the Fund may
vary. Also, fees on Composites are imposed quarterly rather than daily for
mutual funds, which may inflate performance. This performance does not represent
historical performance of the INTRUST Short-Term Bond Fund or Intermediate Bond
Fund and should not be interpreted as indicative of future performance of any
INTRUST Funds, which may be higher or lower than that shown. Past performance is
no guarantee of future results. See "Performance Information" herein for
performance information for the Short-Term Bond Fund and the Intermediate Bond
Fund.

ARK ASSET MANAGEMENT CO., INC. ARK serves as Sub-adviser to the Stock
Fund. Located in New York, ARK's predecessor was established in 1929 as the
private money management division of Lehman Brothers. In 1989, the division
became an independent company when the employees purchased the institutional
money management business from Lehman Brothers. As of December 31, 1997, ARK
managed approximately $27.5 billion in assets. As of December 31, 1997, ARK
managed $17.8 billion in large capitalization value portfolios, for more than
175 institutional clients, with a minimum investment size for accounts of $50
million. For the subadvisory services it provides to the Stock Fund, ARK
receives, from the Adviser and not the Funds, monthly fees based upon average
daily net assets at the annual rate of up to 0.45%. The following chart
describes the investment personnel that form the team with ARK primarily
responsible for the day to day management of the Fund:

43
<PAGE> 46

<TABLE>
<CAPTION>
YEARS EXPERIENCE
--------------------------------------------------------
INDIVIDUAL/TITLE WITH ARK INVESTMENT EXPERIENCE RECENT EXPERIENCE
------------------------- --------------------- -----------------
<S> <C> <C>
C. Charles Hetzel, Vice Chairman.......... 33 ARK or ARK's predecessor -- 33

John E. Bailey, Managing Director......... 18 ARK -- 5
Loomis, Sayles -- 9

Steven M. Steiner, Managing Director...... 17 ARK -- 8
Equitable Life -- 9

Wm. G. Steuernagel, Managing Director..... 27 ARK or ARK's predecessor -- 14

James G. Pontone, Senior Manager.......... 15 ARK -- 3
Mitchell Hutchins Asset
Management, Inc. -- 2
</TABLE>

The table that follows presents performance data for ARK with respect to
its large cap value products and is not necessarily representative of the past
performance of the above-mentioned portfolio managers acting individually or as
a team. Information presented is based on performance data provided by ARK for
accounts ("Accounts") it manages that have investment objectives, policies,
styles and strategies substantially similar to the ones that will be employed in
the INTRUST Stock Fund. The information does not represent the Stock Fund's
performance. See "Performance Information" herein for performance information of
the Stock Fund. The Accounts include ARK's individual and unregistered accounts
from April 1, 1985. Although the Accounts could include some registered mutual
funds, the vast majority of the Accounts are individual and unregistered
accounts primarily managed for tax-exempt investors, and are not subject to
diversification and other requirements that apply to mutual funds under
applicable securities, tax and other laws that, if applicable, may have
adversely affected performance. As a result, portfolio management strategies
used on the Accounts and those used on the Stock Fund may vary in some respects.
Also, fees on the Accounts are imposed quarterly rather than daily for mutual
funds, which may inflate performance. The information should not be considered a
prediction of the future performance of the Stock Fund. The actual performance
may be higher or lower than that shown.

The table shows the total returns for various periods ended December 31,
1997, of ARK's Large Cap Value Product as compared to a relevant unmanaged
market index. The performance shown below is calculated in accordance with
AIMR-PPS Standards. The performance shown below is calculated net of expenses of
the Stock Fund's Institutional Service Class shares based on expenses for the
fiscal year ended October 31, 1997, adjusted to reflect anticipated expense
levels and currently effective waivers and reimbursements as set forth in the
Fee Table in this Prospectus. To the extent the fees used reflect expense
waivers or reimbursements, actual performance would have been lower had such
expense waivers or reimbursements not been in effect. See "Performance
Information" herein for performance information for the Stock Fund.

44
<PAGE> 47

ARK LARGE CAP VALUE PRODUCT COMPOSITE

<TABLE>
<CAPTION>
ANNUALIZED RATES
OF RETURN
FOR PERIODS ENDING
DECEMBER 31, 1997
-----------------------
ARK S&P 500 INDEX
------ -------------
<S> <C> <C>
1 Year...................................................... 21.96% 33.36%
3 Years..................................................... 27.00% 31.15%
5 Years..................................................... 19.21% 20.27%
10 Years.................................................... 17.19% 18.05%
Since Inception 4/1/85...................................... 17.15% 17.62%
</TABLE>

Performance information relating to the International Equity Portfolio and
the Kansas Tax-Exempt Bond Fund can be found in the section entitled
"Performance Information" in this prospectus.

INTERNATIONAL EQUITY PORTFOLIO

AMR serves as investment manager and administrator to the Portfolio.
Hotchkis, MSAM and Templeton currently serve as investment advisers to the
Portfolio.

The investment advisory fees payable to AMR by the AMR Trust are 0.10% of
the average daily net assets of the Portfolio plus all fees payable by AMR to
the Portfolio Advisers. With respect to INTRUST's advisory fee, INTRUST has
undertaken not to charge advisory fees in excess of 0.40% of average daily net
assets with respect to the International Multi-Manager Stock Fund as long as the
Fund remains completely invested in the Portfolio or any other investment
company. INTRUST has agreed not to charge its advisory fee to the Fund in an
amount in excess of 0.35% of the average daily net assets of the Fund. Such
voluntary waiver may be discontinued upon notice. The investment advisory
agreement for the International Multi-Manager Stock Fund provides for an
investment advisory fee payable to INTRUST by the Fund of 1.25% of the average
annual daily net assets of the Fund, if the Fund does not invest all of its
assets in the Portfolio or another investment company. All investment advisory
fees are accrued daily and paid monthly.

None of the Portfolio Advisers provide any services to the Portfolio except
for portfolio investment management and related recordkeeping services.

William F. Quinn has served as President of AMR since it was founded in
1986 and Nancy A. Eckl currently serves as Vice President-Trust Investments of
AMR. Ms. Eckl previously served as Vice President-Finance and Compliance of AMR
from December 1990 to May 1995. In these capacities, Mr. Quinn and Ms. Eckl have
primary responsibility for the day-to-day operations of the Portfolio. These
responsibilities include oversight of the Portfolio Advisers, regular review of
each Portfolio Adviser's performance and asset allocations among Portfolio
Advisers.

HOTCHKIS AND WILEY, 800 West Sixth Street, 5th Floor, Los Angeles,
California 90017, is a professional investment counseling firm which was founded
in 1980 by John F. Hotchkis and George Wiley. Hotchkis and Wiley is a division
of the Capital Management Group of Merrill Lynch Asset Management, L.P., a
wholly-owned indirect subsidiary of Merrill Lynch& Co., Inc. Assets under man-

45
<PAGE> 48

agement as of December 31, 1997, were approximately $12.3 billion, which
included approximately $1.1 billion of assets of AMR Corporation and its
subsidiaries and affiliated entities. Hotchkis and Wiley also serves as an
investment adviser to the Balanced Portfolio and the Growth and Income Portfolio
of the AMR Trust. The advisory contract provides for AMR to pay Hotchkis and
Wiley an annualized fee equal to 0.60% of the first $10 million of assets under
its discretionary management, 0.50% of the next $140 million of assets, 0.30% on
the next $50 million of assets, 0.20% of the next $800 million of assets and
0.15% of all excess AMR Trust assets managed by Hotchkis and Wiley.

MORGAN STANLEY ASSET MANAGEMENT INC., 25 Cabot Square, London, United
Kingdom E144QA, is a wholly-owned subsidiary of Morgan Stanley Dean Witter,
Discover & Co. MSAM provides portfolio management and named fiduciary services
to taxable and nontaxable institutions, international organizations and
individuals investing in United States and international equity and debt
securities. As of September 30, 1997, MSAM together with its other asset
management affiliates, had assets under management totaling approximately $142.5
billion, including approximately $122.3 billion under active management and
$20.2 billion as named fiduciary or fiduciary adviser. As of December 31, 1997,
MSAM had investment authority over approximately $561.9 million of assets of AMR
Corporation and its subsidiaries and affiliated entities. For its services, AMR
pays MSAM an annual fee equal to 0.80% of the first $25 million in AMR Trust
assets under its discretionary management, 0.60% of the next $25 million in
assets, 0.50% of the next $24 million in assets and 0.40% on all excess assets.

TEMPLETON INVESTMENT COUNSEL, INC., 500 East Broward Blvd., Suite 2100,
Fort Lauderdale, Florida 33394-3091, is a professional investment counseling
firm which has been providing investment services since 1979. Templeton is
indirectly owned by Franklin Resources, Inc. As of December 31, 1997, Templeton
had discretionary investment management authority with respect to approximately
$21.7 billion of assets, including approximately $511.6 million of assets of AMR
Corporation and its subsidiaries and affiliated entities. For its services, AMR
pays Templeton an annualized fee equal to 0.50% of the first $100 million in AMR
Trust assets under its discretionary management, 0.35% of the next $50 million
in assets, 0.30% of the next $250 million in assets and 0.25% on assets over
$400 million.

The AMR Trust and AMR also entered into a Management Agreement dated
October 1, 1995, as amended July 25, 1997, that obligates AMR to provide or
oversee all administrative, investment advisory and portfolio management
services for the AMR Trust.

Solely for the purpose of determining the applicable percentage rates when
calculating the fees for each Portfolio Adviser other than MSAM, there shall be
included all other assets or trust assets of American Airlines, Inc. also under
management by each respective Portfolio Adviser. For the purpose of determining
the applicable percentage rates when calculating MSAM's fees, all equity account
assets managed by MSAM on behalf of American Airlines, Inc. shall be included.
The inclusion of any such assets will result in lower overall fee rates being
applied to the Portfolio.

Based upon the advice of counsel, INTRUST believes that the performance of
in-

46
<PAGE> 49

vestment advisory services for the Funds will not violate the Glass-Steagall Act
or other applicable banking laws or regulations. However, future statutory or
regulatory changes, as well as future judicial or administrative decisions and
interpretations of present and future statutes and regulations, could prevent
INTRUST from continuing to perform such services for the Funds. If INTRUST were
prohibited from acting as investment adviser to the Funds, it is expected that
the Board of Trustees would recommend to shareholders approval of a new
investment advisory agreement with another qualified investment adviser selected
by the Board or that the Board would recommend other appropriate action.

THE SPONSOR AND DISTRIBUTOR

BISYS, the Funds' Sponsor and Distributor (the "Distributor"), has its
principal office at 3435 Stelzer Road, Columbus, Ohio 43219. The Distributor
will receive orders for, sell, and distribute shares of the Fund. BISYS also
serves as administrator and distributor of other mutual funds.

The Distributor may from time to time pay a bonus or other incentive to
dealers that employ registered representatives who sell a minimum dollar amount
of shares of the Funds. Such bonus or other incentive may take the form of
payment for travel expenses, including lodging, incurred in connection with
trips taken by qualifying registered representatives and members of their
families to places within or without the United States, or other bonuses, such
as gift certificates or the cash equivalent of such bonuses.

The Funds have adopted a Rule 12b-1 Distribution Plan and Agreement (the
"Plan") pursuant to which the Funds may reimburse the Distributor, or others, on
a monthly basis for costs and expenses incurred by the Distributor in connection
with the distribution and marketing of shares of the Funds. These costs and
expenses, which are subject to a maximum limit of 0.25% per annum of the average
daily net assets of the shares of the Funds, include: (i) advertising by radio,
television, newspapers, magazines, brochures, sales literature, direct mail or
any other form of advertising; (ii) expenses of employees or agents of the
Distributor, including salary, commissions, travel and related expenses; (iii)
payments to broker-dealers and financial institutions for services in connection
with the distribution of shares, including promotional incentives and fees
calculated with reference to the average daily net asset value of shares held by
shareholders who have a brokerage or other service relationship with the
broker-dealer or other institution receiving such fees; (iv) costs of printing
prospectuses, statements of additional information and other materials to be
given or sent to prospective investors; (v) such other similar services as the
Trustees determine to be reasonably calculated to result in sales of shares of
the Funds; (vi) costs of shareholder servicing incurred by broker-dealers, banks
or other financial institutions; and (vii) other direct and indirect
distribution-related expenses, including the provision of services with respect
to maintaining the assets of the Funds. The Funds will pay all costs and
expenses in connection with the preparation, printing and distribution of its
Prospectus to current shareholders and the operation of its Plan, including
related legal and accounting fees. No Fund will be liable for distribution
expenditures made by the Distributor in any given year in excess of the maximum
amount payable under the Plan for that Fund year.

47
<PAGE> 50

ADMINISTRATOR, TRANSFER AGENT AND FUND ACCOUNTANT

The Funds have also entered into an Administration Agreement with BISYS
(the "Administrator") pursuant to which BISYS provides certain management and
administrative services necessary for the Funds' operations, including: (i)
general supervision of the operation of the Funds, including coordination of the
services performed by the Funds' Adviser, transfer agent, custodian, independent
accountants and legal counsel, regulatory compliance, including the compilation
of information for documents such as reports to, and filings with, the SEC and
state securities commissions, and preparation of proxy statements and
shareholder reports for the Funds; (ii) general supervision relative to the
compilation of data required for the preparation of periodic reports distributed
to the Funds' officers and Board of Trustees; and (iii) furnishing office space
and certain facilities required for conducting the business of the Funds. For
these services, BISYS receives from each Fund, except the International
Multi-Manager Stock Fund, a fee, payable monthly, at the annual rate of 0.20% of
each Fund's average daily net assets. For the International Multi-Manager Stock
Fund, as long as the Fund invests all of its investable assets in the Portfolio
or another investment company, BISYS is paid 0.15% of the Fund's average daily
net assets for administrative services. In the event the Fund does not so invest
in the Portfolio or another investment company, BISYS will be paid at the annual
rate of 0.20% of the Funds average daily net assets. Pursuant to a Transfer
Agency Agreement between the Trust and BISYS Fund Services, Inc. (the "Transfer
Agent"), the Transfer Agent assists the Trust with certain transfer and dividend
disbursing agent functions and receives a fee of $15 per account per year plus
out-of-pocket expenses. Pursuant to a Fund Accounting Agreement between the
Trust and BISYS Fund Services, Inc. (the "Fund Accountant"), the Fund Accountant
assists the Trust in calculating net asset values and provides certain other
accounting services for each Fund described therein, for an annual fee of
$30,000 per Fund plus out-of-pocket expenses. BISYS and BISYS Fund Services,
Inc. are each wholly-owned subsidiaries of the BISYS Group, Inc.

SERVICE ORGANIZATIONS

Various banks, trust companies, broker-dealers (other than the Sponsor) or
other financial organizations (collectively, "Service Organizations") also may
provide administrative services for the Funds, such as maintaining shareholder
accounts and records. The Funds may pay fees to Service Organizations (which
vary depending upon the services provided) in amounts up to an annual rate of
0.08% of the daily net asset value of the Funds' shares owned by shareholders
with whom the Service Organization has a servicing relationship. The
Institutional Premium Class may pay additional fees to Service Organizations in
amounts up to an annual rate of 0.50% of the daily net asset value of a Fund's
shares owned by Shareholders with whom the Service Organization has a servicing
relationship for record keeping, communication with and education of
shareholders, fiduciary services (excluding investment management) and asset
allocation services.

Some Service Organizations may impose additional or different conditions on
their clients, such as requiring their clients to invest more than a Fund's
minimum initial or subsequent investments or charging a direct fee for

48
<PAGE> 51

servicing. If imposed, these fees would be in addition to any amounts which
might be paid to the Service Organization by the Funds. Each Service
Organization has agreed to transmit to its clients a schedule of any such fees.
Shareholders using Service Organizations are urged to consult with them
regarding any such fees or conditions.

The Glass-Steagall Act and other applicable laws provide that, among other
things, banks may not engage in the business of underwriting, selling or
distributing securities. There is currently no precedent prohibiting banks from
performing administrative and shareholder servicing functions as Service
Organizations. However, judicial or administrative decisions or interpretations
of such laws, as well as changes in either Federal or state regulations relating
to the permissible activities of banks and their subsidiaries or affiliates,
could prevent a bank Service Organization from continuing to perform all or a
part of its servicing activities. If a bank were prohibited from so acting, its
shareholder clients would be permitted to remain shareholders of the Funds and
alternative means for continuing the servicing of such shareholders would be
sought. It is not expected that shareholders would suffer any adverse financial
consequences as a result of any of these occurrences.

OTHER EXPENSES

Each Fund bears all costs of its operations, other than expenses
specifically assumed by BISYS and the Adviser. The costs borne by the Funds
include legal and accounting expenses, Trustees' fees and expenses, insurance
premiums, custodian and transfer agent fees and expenses, expenses incurred in
acquiring or disposing of the Funds' portfolio securities, expenses of
registering and qualifying the Funds' shares for sale with the SEC and with
various state securities commissions, expenses of obtaining quotations on the
Funds' portfolio securities and pricing of the Funds' shares, expenses of
maintaining the Funds' legal existence and of shareholders' meetings, and
expenses of preparing and distributing to existing shareholders reports, proxies
and prospectuses. Each Fund bears its own expenses associated with its
establishment as a series of the Trust; these expenses are amortized over a
five-year period from the commencement of a Fund's operations. See "Management"
in the SAI. Trust expenses directly attributable to a Fund are charged to that
Fund; other expenses are allocated proportionately among all of the Funds in the
Trust in relation to the net assets of each Fund.

FUND SHARE VALUATION

The net asset value per share of the Funds is calculated at 12:00 noon
Eastern time) for the Money Market Fund and at 4:00 p.m. (Eastern time) for
each of the Non-Money Market Funds, Monday through Friday, on each day the New
York Stock Exchange is open for trading (a "Business Day"), which excludes the
following business holidays: New Year's Day, Dr. Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day; and the following additional business
holidays for the Money Market Funds: Columbus Day and Veterans Day. The net
asset value per share of each share class is computed by dividing the value of
the net assets attributable to each class (i.e., the value of the assets less
the liabilities) by the total number of such class's outstanding shares. All
expenses, including fees paid to the Adviser, the Administrator and the
Distribu-

49
<PAGE> 52

tor, are accrued daily and taken into account for the purpose of determining the
net asset value. Expenses directly attributable to a Fund are charged to the
Fund; other expenses are allocated proportionately among each Fund within the
Trust in relation to the net assets of each Fund, or on another reasonable
basis. Each share class within the Fund is charged with the direct expenses of
that class and with a proportion of the general expenses of the Fund. These
general expenses (e.g., investment advisory fees) are allocated among the
classes of shares based on the relative value of their outstanding shares.

Securities listed on an exchange are valued on the basis of the last sale
prior to the time the valuation is made. If there has been no sale since the
immediately previous valuation, then the current bid price is used. Quotations
are taken from the exchange where the security is primarily traded. Portfolio
securities which are primarily traded on foreign exchanges may be valued with
the assistance of a pricing service and are generally valued at the preceding
closing values of such securities on their respective exchanges, except that
when an occurrence subsequent to the time a foreign security is valued is likely
to have changed such value, then the fair value of those securities will be
determined by consideration of other factors by or under the direction of the
Board of Trustees. Over-the-counter securities are valued on the basis of the
bid price at the close of business on each business day. Securities for which
market quotations are not readily available are valued at fair value as
determined in good faith by or at the direction of the Board of Trustees.
Notwithstanding the above, bonds and other fixed-income securities are valued by
using market quotations and may be valued on the basis of prices provided by a
pricing service approved by the Board of Trustees. All assets and liabilities
initially expressed in foreign currencies will be converted into U.S. dollars at
the mean between the bid and asked prices of such currencies against U.S.
dollars as last quoted by any major bank (except for the Portfolio, which
translates such securities at prevailing market rates).

Trading in securities on European, Far Eastern and other international
securities exchanges and over-the-counter markets is normally completed well
before the close of business of each Fund Business Day. In addition, trading in
foreign securities generally or in a particular country or countries may not
take place on all Fund Business Days. Trading does take place in various foreign
markets, however, on days on which the International Multi-Manager Stock Fund's
net asset value is not calculated. Calculation of the net asset value per share
of the International Multi-Manager Stock Fund may not occur contemporaneously
with the determination of the prices of the foreign securities used in the
calculation. Events affecting the values of foreign securities that occur after
the time their prices are determined and before the International Multi-Manager
Stock Fund's determination of net asset value will not be reflected in the
International Multi-Manager Stock Fund's calculation of net asset value unless
the Portfolio Advisers determine that the particular event would materially
affect net asset value, in which case an adjustment will be made.

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<PAGE> 53

mally will be purchased or sold from or to issuers directly or to dealers
serving as market makers for the securities at a net price. Generally, money
market securities are traded on a net basis and do not involve brokerage
commissions. Under the 1940 Act, persons affiliated with INTRUST, the Funds, the
Portfolio or BISYS are prohibited from dealing with the Funds or the Portfolio
as a principal in the purchase and sale of securities except in accordance with
regulations adopted by the SEC. The Funds may purchase Municipal Obligations
from underwriting syndicates of which INTRUST, BISYS or another affiliate is a
member under certain conditions in accordance with the provisions of a rule
adopted under the 1940 Act. Under the 1940 Act, persons affiliated with INTRUST,
the Funds, the Portfolio or BISYS may act as a broker for the Funds or the
Portfolio. In order for such persons to effect any portfolio transactions for
the Funds or the Portfolio, the commissions, fees or other remuneration received
by such persons must be reasonable and fair compared to the commissions, fees or
other remunerations paid to other brokers in connection with comparable
transactions involving similar securities being purchased or sold on an exchange
during a comparable period of time. This standard would allow the affiliate to
receive no more than the remuneration which would be expected to be received by
an unaffiliated broker in a commensurate arm's-length transaction. The Trustees
of the Trust and the Trustees of the AMR Trust regularly review the commissions
paid by the Funds and the Portfolio to affiliated brokers.

As permitted by Section 28(e) of the Securities Exchange Act of 1934 (the
"Act"), the Adviser and Portfolio Advisers may cause the Funds to pay a
broker-dealer which provides "brokerage and research services" (as defined in
the Act) to the Adviser and Portfolio Advisers an amount of disclosed commission
for effecting a securities transaction for the Funds in excess of the commission
which another broker-dealer would have charged for effecting that transaction.

The Adviser and Portfolio Advisers may, in circumstances in which two or
more dealers are in a position to offer comparable results, give preference to a
dealer which has provided statistical or other research services to INTRUST. By
allocating transactions in this manner, INTRUST is able to supplement its
research and analysis with the views and information of securities firms.

Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. and subject to seeking the most favorable price and
execution available and such other policies as the Trustees may determine, the
Adviser and Portfolio Adviser may consider sales of shares of the Funds as a
factor in the selection of broker-dealers to execute portfolio transactions for
the Funds.

For the Portfolio in which the International Multi-Manager Stock Fund
invests, the Portfolio Advisers place orders for the purchase and sale of the
Portfolio's assets with brokers and dealers its selects. The Portfolio Advisers
seek the "best execution" for all port folio transactions, but the Portfolio may
pay higher than the lowest available commission rates when the Portfolio
Advisers believe it is reasonable to do so in light of the value for the
brokerage and research services provided by the broker effecting the
transaction. Commission rates for brokerage transactions are fixed on many
foreign securities exchanges, and this may cause higher brokerage expenses to
the Portfolio than would be the case for compara-

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<PAGE> 54

ble transactions effected on United States securities exchanges. Subject to the
Portfolio's policy of obtaining the best price consistent with the quality of
execution of transactions, the Portfolio Advisers may employ broker-dealer
affiliates of the Portfolio Advisers to effect brokerage transactions for the
Portfolio. The Portfolio's payment of commission for these affiliated brokers is
subject to procedures adopted by AMR Trust's Board of Trustees to provide that
the commissions will not exceed the usual and customary broker's commissions
charged by unaffiliated brokers. No specific portion of the Portfolio's
brokerage will be directed to an affiliated broker and in no event will a broker
affiliated with the Portfolio Advisers receive brokerage transactions in
recognition of research services provided to any of them.

The Portfolio Advisers anticipate that the annual portfolio turnover rate
in the Portfolio will be less than 100%.

The Money Market Fund uses the amortized cost method to value its portfolio
securities and seek to maintain a constant net asset value of $1.00 per share,
although there may be circumstances under which this goal cannot be achieved.
The amortized cost method involves valuing a security at its cost and amortizing
any discount or premium over the period until maturity, regardless of the impact
of fluctuating interest rates on the market value of the security. See the SAI
for a more complete description of the amortized cost method.

PURCHASE OF FUND SHARES

Orders for the purchase of shares will be executed at the net asset value
per share next determined after an order has been received.

The following purchase procedures do not apply to certain fund or trust
accounts that are managed by INTRUST. The customer should consult his or her
trust administrator for proper instructions.

All funds received are invested in full and fractional shares of the
appropriate Fund. Certificates for shares are not issued. The Administrator
maintains records of each shareholder's holdings of Fund shares, and each
shareholder receives a statement of transactions, holdings and dividends. The
Funds reserve the right to reject any purchase. The Funds do not accept
third-party checks or foreign checks.

An investment may be made using any of the following methods:

Through an Authorized Broker, Investment Adviser or Service
Organization. Shares are available to new and existing shareholders through
authorized brokers, investment advisers and Service Organizations. To make an
investment using this method, simply complete a Purchase Application and contact
your broker, investment adviser or Service Organization with instructions as to
the amount you wish to invest. Your broker will then contact the Distributor to
place the order on your behalf on that day.

Orders received by your broker or Service Organization for the Non-Money
Market Funds in proper order prior to the determination of net asset value and
transmitted to the Distributor prior to the close of its business day (which is
currently 4:00 p.m., Eastern time), will become effective that day. Orders for
the Money Market Fund received prior to 12:00 noon will become effective that
day. Brokers who receive orders are obligated to transmit them promptly. You
should receive written

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<PAGE> 55

confirmation of your order within a few days of receipt of instructions from
your broker.

By Mail. Mail completed application and check made payable to the
appropriate fund or to "The INTRUST Funds Trust" to:

INTRUST Funds Trust
P.O. Box 182498
Columbus, OH 43218-2498

By Wire. Investments may be made directly through the use of wire
transfers of Federal funds. Contact your bank and request it to wire Federal
funds to the applicable Fund. In most cases, your bank will either be a member
of the Federal Reserve Banking System or have a relationship with a bank that
is. Your bank may charge a fee for handling the transaction. To purchase shares
by a Federal funds wire, please first contact BISYS at (888) 266-8787.
Application must be overnighted to:

INTRUST Funds Trust
c/o BISYS Fund Services
3435 Stelzer Road
Columbus, OH 43219-8021

Other Purchase Information. Request in "good order" must include the
following documentation: (a) a letter of instruction, if required, signed by all
registered owners of the shares in the names in which they are registered; (b)
any required signatures guaranteed; and (c) other supporting legal documents, if
required, in the case of estates, trusts, guardianships, custodianships,
corporations, pension and profit sharing plans and other organizations.

Institutional Accounts. Bank trust departments and other institutional
accounts, not subject to sales charges, may place orders directly with the
Distributor by telephone at (888) 266-8787.

MINIMUM PURCHASE REQUIREMENTS

The minimum initial investment in the Funds is $1,000 unless the investor
is a purchaser who at the time of purchase, has a balance of $1,000 or more in
any of the INTRUST Funds, is a purchaser through a trust investment manager or
account manager or is administered by INTRUST, is an employee or an ex-employee
of INTRUST Financial Corporation or is an employee of any of its affiliates,
BISYS, or any other service provider, or is an employee of any trust customer of
INTRUST Financial Corporation or any of its affiliates. Note that the minimum is
$250 for an IRA, other than an IRA for which INTRUST Financial Corporation or
any of its affiliates acts as trustee or custodian. Any subsequent investments,
including an IRA investment, must be at least $50. All initial investments
should be accompanied by a completed Purchase Application. A Purchase
Application accompanies this Prospectus. Different minimums apply, and a
separate application is required for IRA investments. The Funds reserve the
right to reject purchase orders.

INDIVIDUAL RETIREMENT ACCOUNTS

All Funds except the Kansas Tax-Exempt Bond Fund may be used as a funding
medium for IRAs. Shares may also be purchased for IRAs established with INTRUST
Financial Corporation or any of its affiliates or other authorized custodians.
Completion of a special application is required in order to create such

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<PAGE> 56

an account, and the minimum initial investment for an IRA is $250. Contributions
to IRAs are subject to prevailing amount limits set by the Internal Revenue
Service. For more information concerning investments by IRAs, call the Funds at
(888) 266-8787.

EXCHANGE OF FUND SHARES

The Funds offer two convenient ways to exchange shares in one Fund for
shares in another Fund in the Trust. Before engaging in an exchange transaction,
a shareholder should read carefully the Prospectus describing the Fund into
which the exchange will occur, which is available without charge and can be
obtained by writing to the Fund at 3435 Stelzer Road, Columbus, Ohio 43219, or
by calling (888) 266-8787. The minimum amount for an initial exchange is $500.
No minimum is required in subsequent exchanges. The Trust may terminate or amend
the terms of the exchange privilege at any time.

A new account opened by exchange must be established with the same name(s),
address and social security number as the existing account. All exchanges will
be made based on the net asset value next determined following receipt of the
request by a Fund in good order, plus any applicable sales charge. An exchange
is taxable as a sale of a security on which a gain or loss may be recognized.
Shareholders should receive written confirmation of the exchange within a few
days of the completion of the transaction. Shareholders will receive at least 60
days prior written notice of any modification or termination of the exchange
privilege.

Exchange by Mail. To exchange Fund shares by mail, simply send a letter of
instruction to the Administrator. The letter of instruction must include: (i)
your account number; (ii) the Fund from and the Fund into which you wish to
exchange your investment; (iii) the dollar or share amount you wish to exchange;
and (iv) the signatures of all registered owners or authorized parties.

Exchange by Telephone. To exchange Fund shares by telephone or if you have
any questions simply call the Funds at (888) 266-8787. You should be prepared to
give the telephone representative the following information: (i) your account
number, social security or tax identification number and account registration;
(ii) the name of the Fund from and the Fund into which you wish to transfer your
investment; and (iii) the dollar or share amount you wish to exchange. The
conversation may be recorded to protect you and the Funds. Telephone exchanges
are available only if the shareholder so indicates by checking the "yes" box on
the Purchase Application. See "Redemption of Fund Shares--By Telephone" for a
discussion of telephone transactions generally. This option will be suspended
for a period of 10 days following a telephonic address change.

Automatic Investment Program. An eligible shareholder may also participate
in the Automatic Investment Program, an investment plan that automatically
debits money from the shareholder's bank account and invests it in one or more
of the Funds in the Trust through the use of electronic funds transfers or
automatic bank drafts. Shareholders may elect to make subsequent investments by
transfers of a minimum of $50 on either the fifth or twentieth day of each month
into their established Fund account. Contact the Funds for more information
about the Automatic Investment Program.

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<PAGE> 57

REDEMPTION OF FUND SHARES

Shareholders may redeem their shares, in whole or in part, on any Business
Day. Shares will be redeemed at the net asset value next determined after a
redemption request in good order has been received by the applicable Fund. See
"Determination of Net Asset Value" in the SAI. A redemption may be a taxable
transaction on which gain or loss may be recognized. Generally, however, gain or
loss is not expected to be realized on a redemption of shares of the Money
Market Fund which seeks to maintain a net asset value of $1.00 per share.

Redemption of shares purchased by check will be effected immediately and
the proceeds will be made available upon clearance of the purchase check which
may take up to 15 days after those shares have been credited to the shareholder
account. Shareholders may avoid this delay by investing through wire transfers
of Federal funds. During the period prior to the time the shares are redeemed,
dividends on the shares will continue to accrue and be payable and the
shareholder will be entitled to exercise all other beneficial rights of
ownership.

Once the shares are redeemed, a Fund will ordinarily send the proceeds by
check to the shareholder at the address of record on the next Business Day. The
Funds may, however, take up to seven days to make payment. This will not be the
customary practice. Also, if the New York Stock Exchange is closed (or when
trading is restricted) for any reason other than the customary weekend or
holiday closing or if an emergency condition as determined by the SEC merits
such action, the Funds may suspend redemptions or postpone payment dates.

Redemption Methods. To ensure acceptance of your redemption request, it is
important to follow the procedures described below. Although the Funds have no
present intention to do so, the Funds reserve the right to refuse or to limit
the frequency of any telephone or wire redemptions. Of course, it may be
difficult to place orders by telephone during periods of severe market or
economic change, and a shareholder should consider alternative methods of
communications, such as couriers. The Funds' services and their provisions may
be modified or terminated at any time by the Funds. If the Funds terminate any
particular service, they will do so only after giving written notice to
shareholders. Redemption by mail will always be available to shareholders.

You may redeem your shares using any of the following methods:

Through an Authorized Broker, Investment Adviser or Service
Organization. You may redeem your shares by contacting your broker, investment
adviser or Service Organization representative, and instructing him or her to
redeem your shares. He or she will then contact the Distributor and place a
redemption trade on your behalf. You may be charged a fee for this service.

By Mail. You may redeem your shares by sending a letter directly to the
Distributor. To be accepted, a letter requesting redemption must include: (i)
the Fund name and account registration from which you are redeeming shares; (ii)
your account number; (iii) the amount to be redeemed; (iv) the signatures of all
registered owners; and (v) a signature guarantee by any eligible guarantor
institution including a member of a national securities exchange or a commercial
bank or trust company, broker-dealers, credit unions and savings associations.
Corporations, partnerships, trusts or other legal entities will be required to
sub-
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<PAGE> 58

mit additional documentation (only required if proceeds are to be sent to an
address other than the registered address on record).

By Telephone. You may redeem your shares by calling the Funds toll free at
(888) 266-8787. You should be prepared to give the telephone representative the
following information: (i) your account number, social security number and
account registration; (ii) the Fund name from which you are redeeming shares;
and (iii) the amount to be redeemed. The conversation may be recorded to protect
you and the Funds. Telephone redemptions are available only if the shareholder
so indicates by checking the "yes" box on the Purchase Application or on the
Optional Services Form. The Funds employ reasonable procedures to confirm that
instructions communicated by telephone are genuine. If the Funds fail to employ
such reasonable procedures, they may be liable for any loss, damage or expense
arising out of any telephone transactions purporting to be on a shareholder's
behalf. In order to assure the accuracy of instructions received by telephone,
the Funds require some form of personal identification prior to acting upon
instructions received by telephone, record telephone instructions and provide
written confirmation to investors of such transactions. Redemption requests
transmitted via facsimile will not be accepted. This option will be suspended
for a period of 10 days following a telephonic address change.

By Wire. You may redeem your shares by contacting the Funds by mail or
telephone and instructing them to send a wire transmission to your personal
bank. Proceeds of wire redemption for the Money Market Fund generally will be
transferred to the designated account on the day the request is received,
provided that it is received by 12:00 noon (Eastern time).

Your instructions should include: (i) your account number, social security
or tax identification number and account registration; (ii) the Fund name from
which you are redeeming shares; and (iii) the amount to be redeemed. Wire
redemptions can be made only if the "yes" box has been checked on your Purchase
Application, and attach a copy of a void check of account where proceeds are to
be wired. Your bank may charge you a fee for receiving a wire payment on your
behalf.

Check Writing. A check redemption ($500 minimum, no maximum) feature is
available with respect to the Money Market Fund. Checks are free and may be
obtained from the Funds. It is not possible to use a check to close out your
account since additional shares accrue daily.

The above-mentioned services "By Telephone," "By Wire" and "Check Writing"
are not available for IRAs and trust relationships of the Adviser and its
affiliates.

Systematic Withdrawal Plan. An owner of $10,000 or more of shares of a
Fund may elect to have periodic redemptions from his or her account to be paid
on a monthly, quarterly, semi-annual or annual basis. The minimum periodic
payment is $100. A sufficient number of shares to make the scheduled redemption
will normally be redeemed on the date selected by the shareholder. Depending on
the size of the payment requested and fluctuation in the net asset value, if
any, of the shares redeemed, redemptions for the purpose of making such payments
may reduce or even exhaust the account. A shareholder may request that these
payments be sent to a predesignated bank or other designated party. Capital
gains and divi-

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<PAGE> 59

dend distributions paid to the account will automatically be reinvested at net
asset value on the distribution payment date.

Redemption of Small Accounts. Due to the disproportionately higher cost of
servicing small accounts, each Fund reserves the right to redeem, on not less
than 30 days' notice, an account in a Fund that has been reduced by a
shareholder to $500 or less. However, if during the 30-day notice period the
shareholder purchases sufficient shares to bring the value of the account above
$500, this restriction will not apply.

Redemption in Kind. All redemptions of shares of the Funds shall be made
in cash, except that the commitment to redeem shares in cash extends only to
redemption requests made by each shareholder of a Fund during any 90-day period
of up to the lesser of $250,000 or 1% of the net asset value of that Fund at the
beginning of such period. This commitment is irrevocable without the prior
approval of the SEC and is a fundamental policy of the Funds that may not be
changed without shareholder approval. In the case of redemption requests by
shareholders in excess of such amounts, the Board of Trustees reserves the right
to have the Funds make payment, in whole or in part, in securities or other
assets, in case of an emergency or any time a cash distribution would impair the
liquidity of a Fund to the detriment of the existing shareholders. In this
event, the securities would be valued in the same manner as the securities of
that Fund are valued. If the recipient were to sell such securities, he or she
could receive less than the redemption value of the securities and could incur
certain transaction costs.

DIVIDENDS, DISTRIBUTIONS AND
FEDERAL INCOME TAX

Each Fund has qualified and elected to be treated as a regulated investment
company pursuant to the provisions of Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code"). Each Fund intends to continue to so qualify
annually. By so qualifying and electing, each Fund generally will not be subject
to Federal income tax to the extent that it distributes investment company
taxable income and net capital gains in the manner required under the Code.

Each Fund intends to distribute to its shareholders substantially all of
its investment company taxable income (which includes, among other items,
dividends and interest and the excess, if any, of net short-term capital gains
(generally including any net option premium income) over net long-term capital
losses). The International Multi-Manager Stock Fund's net investment income
consists of its share of the Portfolio's dividends and interest (including
discount) accrued on its securities, less applicable expenses. The Money Market
Fund, the Intermediate Bond Fund, the Short-Term Bond Fund and the Kansas
Tax-Exempt Bond Fund will declare distributions of such income daily and pay
those dividends monthly; the Stock Fund and International Multi-Manager Stock
Fund will pay dividends at least once annually. Each Fund intends to distribute,
at least annually, substantially all net capital gains (the excess of net
long-term capital gains over net short-term capital losses). In determining
amounts of capital gains to be distributed, any capital loss carryovers from
prior years will be applied against capital gains.

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<PAGE> 60

Distributions will be paid in additional Fund shares based on the net asset
value at the close of business on the payment date of the distribution, unless
the shareholder elects in writing, not less than five full business days prior
to the record date, to receive such distributions in cash. Dividends declared
in, and attributable to, the preceding month will be paid within five business
days after the end of each month.

In the case of the Money Market Fund, shares purchased will begin earning
dividends on the day the purchase order is executed and shares redeemed will
earn dividends through the previous day. Net investment income for a Saturday,
Sunday or a holiday will be declared as a dividend on the previous business day.
In the case of the other Funds that declare daily dividends, shares purchased
will begin earning dividends on the day after the purchase order is executed,
and shares redeemed will earn dividends through the day the redemption is
executed.

Investors who redeem all or a portion of Fund shares prior to a dividend
payment date will be entitled on the next dividend payment date to all dividends
declared but unpaid on those shares at the time of their redemption.

If you elect to receive distribution in cash and checks (1) are returned
and marked as "undeliverable" or (2) remain uncashed for six months, your cash
election will be changed automatically and your future dividend and capital
gains distributions will be reinvested in the Fund at the per share net asset
value determined as of the date of payment of the distribution. In addition, any
undeliverable checks or checks that remain uncashed for six months will be
canceled and will be reinvested in the Fund at the per share net asset value
determined as of the date of cancellation.

Distributions of investment company taxable income (regardless of whether
derived from dividends, interest or short-term capital gains) will generally be
taxable to shareholders as ordinary income. Distributions of net long-term
capital gains properly designated by a Fund as capital gain dividends will be
taxable as long-term capital gains, regardless of how long a shareholder has
held his Fund shares. Distributions are taxable in the same manner whether
received in additional shares or in cash.

Earnings of the Funds not distributed on a timely basis in accordance with
a calendar year distribution requirement are subject to a nondeductible 4%
excise tax. To prevent imposition of this tax, each Fund intends to comply with
this distribution requirement.

A distribution, including an "exempt-interest dividend," will be treated as
paid on December 31 of the calendar year if it is declared by a Fund during
October, November, or December of that year to shareholders of record in such a
month and paid by a Fund during January of the following calendar year. Such
distributions will be treated as received by shareholders in the calendar year
in which the distributions are declared, rather than the calendar year in which
the distributions are received.

A Fund's distributions with respect to a given taxable year may exceed the
current and accumulated earnings and profits of that Fund available for
distribution. In that event, distributions in excess of such earnings and
profits would be characterized as a return of capital to shareholders for
Federal income tax purposes, thus reducing each shareholder's cost basis in

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<PAGE> 61

his Fund shares. Such distributions in excess of a shareholder's cost basis in
his shares would be treated as a gain realized from a sale of such shares.

Special tax rules may apply to a Fund's acquisition of financial futures
contracts, and options on futures contracts. Such rules may, among other things,
affect whether gains and losses from such transactions are considered to be
short-term or long-term, may have the effect of deferring losses and/or
accelerating the recognition of gains or losses, and, for purposes of qualifying
as a regulated investment company, may limit the extent to which a Fund may be
able to engage in such transactions.

Any gain or loss realized by a shareholder upon the sale or other
disposition of shares of a Fund, or upon receipt of a distribution in complete
liquidation of a Fund, generally will be a capital gain or loss which will be
long-term or short-term, generally depending upon the shareholder's holding
period for the shares. A loss realized by a shareholder on a redemption, sale,
or exchange of shares of a Fund held six months or less with respect to which
capital gain dividends have been paid will be characterized as a long-term
capital loss to the extent of such capital gain dividends.

It is anticipated that a portion of the dividends paid by the Funds (except
the Money Market Fund, Short-Term Bond Fund, the Kansas Tax-Exempt Bond Fund,
the International Multi-Manager Stock Fund, and Intermediate Bond Fund) will
qualify and be designated by such Funds as dividends eligible for the
dividends-received deduction available to corporations. The Code imposes various
limitations restricting the availability of the dividends-received deduction.
Pending law proposals may affect the dividends-received deduction. Investors
should consult their own tax advisers in this regard.

The Funds may be required to withhold for Federal income tax ("backup
withholding") 31% of the distributions and the proceeds of redemptions payable
to shareholders who fail to provide a correct taxpayer identification number or
to make required certifications, or where a Fund or shareholder has been
notified by the Internal Revenue Service that the shareholder is subject to
backup withholding. Most corporate shareholders and certain other shareholders
specified in the Code and regulations are exempt from backup withholding. Backup
withholding is not an additional tax. Any amounts withheld may be credited
against the shareholder's U.S. Federal income tax liability.

Those Funds that may invest in securities of foreign issuers may be subject
to withholding and other similar income taxes imposed by a foreign country. Each
of these Funds intends to elect, if it is eligible to do so under the Code, to
"pass-through" to its shareholders the amount of such foreign taxes paid. If
such an election is made by a Fund, each shareholder of that Fund would be
required to include in gross income the taxable dividends received and the
amount of pro rata share of those foreign taxes paid by the Fund. Each
shareholder would be entitled either to deduct (as an itemized deduction) his
pro rata share of the foreign taxes in computing his taxable income or to use it
(subject to limitations) as a foreign tax credit against his U.S. Federal income
tax liability. No deduction for foreign taxes may be claimed by a shareholder
who does not itemize deductions. Each shareholder will be notified within 60
days after the close of a Fund's taxable year whether the foreign taxes

59
<PAGE> 62

paid by the Fund will "pass-through" for that year.

Shareholders will be notified annually by the Trust as to the Federal tax
status of distributions made by the Fund(s) in which they invest. Depending on
the residence of the shareholder for tax purposes, distributions also may be
subject to state and local taxes, including withholding taxes. Foreign
shareholders may, for example, be subject to special withholding requirements.
Special tax treatment, including a penalty on certain pre-retirement
distributions, is accorded to accounts maintained as IRAs. Shareholders should
consult their own tax advisers as to the Federal, state and local tax
consequences of ownership of shares of the Funds in their particular
circumstances.

The Portfolio in which the International Multi-Manager Stock Fund invests
is not required to pay Federal income taxes on its net investment income and
capital gain, as it is treated as a partnership for Federal income tax purposes.
All interest, dividends and gains and losses of the Portfolio are deemed to have
been "passed through" to the International Multi-Manager Stock Fund in
proportion to its holdings of the Portfolio, regardless of whether such
interest, dividends or gains have been distributed by the Portfolio or losses
have been realized by the Portfolio. Investment income received by the
International Multi-Manager Stock Fund from sources within foreign countries may
be subject to foreign income or other taxes. The International Multi-Manager
Stock Fund intends to elect, if eligible to do so, to permit its shareholders to
take a credit (or a deduction) for foreign income and other taxes paid by the
Portfolio. Shareholders of the International Multi-Manager Stock Fund will be
notified of their share of those taxes and will be required to include that
amount as income. In that event, the shareholder may be entitled to claim a
credit or deduction for those taxes.

KANSAS TAX-EXEMPT BOND FUND:

To the extent that the Fund's dividends distributed to shareholders are
derived from interest income exempt from Federal income tax and are designated
as exempt-interest dividends by the Fund, they will be excludable from a
shareholder's gross income for regular Federal income tax purposes. The Fund
will qualify to pay exempt-interest dividends if, at the close of each quarter
of its taxable year, at least 50% of the value of its total assets consists of
securities on which interest payments are exempt from Federal income tax under
Section 103 of the Code. The Fund will inform shareholders annually as to the
portion of the distribution paid which constitutes exempt-interest dividends.
The Fund is authorized to make investments which will give rise to taxable
rather than tax-exempt income. To the extent that the Fund's dividends are
derived from income from its taxable investments and from gain recognized by it,
they will be taxable to shareholders in the manner described above.

Tax-exempt interest on private activity bonds and exempt-interest dividends
attributable to private activity bonds generally are treated as tax preference
items for purposes of the Federal alternative minimum tax. The Fund may purchase
private activity bonds, such as industrial development bonds that may be subject
to the alternative minimum tax.

The entire amount of exempt-interest dividends received from the Fund will
be part of an adjustment in computing Federal alternative minimum taxable income
for purposes of the Alternative Minimum Tax and the Environmental Tax under Code
Section 59A.

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Up to 85% of an individual's social security benefits and certain railroad
retirement benefits may be subject to Federal income tax. Along with other
factors, total tax-exempt income, including exempt-interest dividends, is used
to calculate the portion of such benefits that are taxed.

There could be retroactive revocation of the tax-exempt status of certain
municipal obligations after their issuance. It is not possible to predict the
precise impact of these provisions, but they may affect the value of the
securities in the Fund's portfolio.

Shareholders should be aware that redeeming shares of the Fund after
tax-exempt interest income has been accrued by the Fund but before that income
has been declared as a dividend may be disadvantageous. This is because the
gain, if any, on the redemption will be taxable, even though such gain may be
attributable in part to the accrued tax-exempt interest which, if distributed to
the shareholder as a dividend rather than as redemption proceeds, might have
qualified as an exempt interest dividend. All or a portion of interest on
indebtedness incurred or continued (or deemed under tax rules to be incurred or
continued) by shareholders to purchase or carry shares of the Fund may not be
deductible for Federal income tax purposes.

The treatment for state, local and municipal tax purposes of distributions
of exempt-interest dividends and dividends derived from interest on certain
Federal obligations will vary according to the laws of state and local taxing
authorities. Exempt-interest dividends and other dividends may be subject to
state and local taxation. Investors should consult with their tax advisers as to
the availability of any exemptions from such taxes. Persons who may be
"substantial users" (or "related persons" of substantial users) of facilities
financed by private activity bonds may suffer adverse tax consequences from
investing in the Fund and, therefore, should consult their tax advisers before
purchasing the Fund's shares. In some instances, a state or city may exempt from
tax the portion of the distribution from the Fund that represents interest
received on obligations of that state or its political subdivisions and on
certain Federal obligations. Under the laws of certain other states and cities,
the entire amount of any such distribution may be taxable.

The preceding discussion primarily relates to Federal income taxes; the
consequences under other tax laws may differ.

The following is a general, abbreviated summary of certain of the
provisions of the Kansas tax code presently in effect as they directly govern
the taxation of shareholders subject to Kansas personal income tax. These
provisions are subject to change by legislative or administrative action, and
any such change may be retroactive.

Under Kansas law, interest on all obligations issued by the State of Kansas
or its political subdivisions after December 31, 1987, is excluded from Kansas
adjusted gross income in determining Kansas tax liability, and interest from
obligations issued prior to January 1, 1988, is exempt from Kansas income tax
only if there is statutory authority exempting the interest from the particular
obligations in question. For Kansas income tax purposes, interest on the
above-described obligations is exempt for both the Fund and its shareholders who
are Kansas residents.

For additional information relating to taxation, see the SAI.

61
<PAGE> 64

OTHER INFORMATION

CAPITALIZATION STRUCTURE

INTRUST Funds Trust was organized as a Delaware business trust on January
26, 1996, and currently consists of six separately managed portfolios. The Board
of Trustees may establish additional portfolios in the future. The
capitalization of the Trust consists solely of an unlimited number of shares of
beneficial interest with a par value of $0.001 each. When issued, shares of the
Funds are fully paid, non-assessable and freely transferable.

Each Fund offers two class of shares--the Institutional Service Class and
the Institutional Premium Class. The Funds are offered at net asset value
without a sales load only to certain institutional investors, or other investors
who at the time of purchase have a balance of $1,000 or more invested in any of
the INTRUST Funds, are purchased through a trust investment manager or account
manager or administered by INTRUST, are employees or ex-employees of INTRUST
Financial Corporation or any of its affiliates, employees of BISYS, or any other
service provider, or employees of any trust customer of INTRUST Financial
Corporation or any of its affiliates. Shareholders in the Institutional Premium
Class of shares may be subject to an additional shareholder servicing charge of
up to 0.50% of average net assets. Call (888) 266-8787 or contact your sales
representative, broker-dealer or bank to obtain more information about the
Funds' classes of shares.

Under Delaware law, shareholders could, under certain circumstances, be
held personally liable for the obligations of the Trust. However, the
Declaration of Trust disclaims liability of the shareholders, Trustees or
officers of the Trust for acts or obligations of the Trust, which are binding
only on the assets and property of the Trust and requires that notice of the
disclaimer be given in each contract or obligation entered into or executed by
the Trust or the Trustees. The Declaration of Trust provides for indemnification
out of Trust property for all loss and expense of any shareholder held
personally liable for the obligations of the Trust. The risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the Trust itself would be unable to meet its obligations
and should be considered remote.

INTERNATIONAL MULTI-MANAGER STOCK FUND STRUCTURE

The International Multi-Manager Stock Fund invests all of its investable
assets in the Portfolio, a separate series of the AMR Trust, a business trust
organized under the laws of the State of New York in October 1995. AMR Trust is
registered under the 1940 Act as an open-end management investment company and
currently has eight separate portfolios. The assets of the Portfolio, a
diversified portfolio, belong only to, and the liabilities of the Portfolio are
borne solely by, the Portfolio and no other portfolio of AMR Trust.

The International Multi-Manager Stock Fund seeks to achieve its investment
objective by investing all of its investable assets in the Portfolio, which has
the same investment objective and policies as the International Multi-Manager
Stock Fund. Accordingly, the Portfolio directly acquires its own securities and
the International Multi-Manager Stock Fund acquires an indirect interest in
those securities. The investment objective and fundamental investment policies
of the International Multi-Manager Stock Fund and the Portfolio can be

62
<PAGE> 65

changed only with shareholder approval. See "Highlights," "Investment Policies
and Practices of the Funds," and "Management of the Funds" for a complete
description of the Portfolio's investment objective, policies, restrictions,
management, and expenses.

The International Multi-Manager Stock Fund's investment in the Portfolio is
in the form of a non-transferable beneficial interest. As of the date of this
Prospectus, the International Multi-Manager Stock Fund, the American AAdvantage
International Equity Fund and the American AAdvantage International Equity
Mileage Fund and the Conseco Fund Group International Fund Group are the only
institutional investors that have invested all of their assets in the Portfolio.
The Portfolio may permit other investment companies or institutional investors
to invest in it. All investors in the Portfolio will invest on the same terms
and conditions as the International Multi-Manager Stock Fund and will pay a
proportionate share of the Portfolio's expenses.

The Portfolio normally will not hold meetings of investors except as
required by the 1940Act. Each investor in the Portfolio will be entitled to vote
in proportion to its relative beneficial interest in the Portfolio. On most
issues subject to a vote of investors, as required by the 1940 Act and other
applicable law, the International Multi-Manager Stock Fund will solicit proxies
from shareholders of the International Multi-Manager Stock Fund and will vote
its interest in the Portfolio in proportion to the votes cast by its
shareholders. If there are other investors in the Portfolio, there can be no
assurance that any issue that receives a majority of the votes cast by
International Multi-Manager Stock Fund shareholders will receive a majority of
votes cast by all investors in the Portfolio; indeed, if other investors hold a
majority interest in the Portfolio, they could hold have voting control of the
Portfolio.

The Portfolio will not sell its shares directly to members of the general
public. Another investor in the Portfolio, such as an investment company, that
might sell its shares to members of the general public would not be required to
sell its shares at the same public offering price as the International
Multi-Manager Stock Fund, could have different advisory and other fees and
expenses than the International Multi-Manager Stock Fund. Therefore,
International Multi-Manager Stock Fund shareholders may have different returns
than shareholders in another investment company that invests exclusively in the
Portfolio. Call (800) 967-9009 or contact your sales representative to obtain
more information concerning other funds that invest in the Portfolio.

VOTING

Shareholders have the right to vote in the election of Trustees and on any
and all matters on which, by law or under the provisions of the Declaration of
Trust, they may be entitled to vote. The Trust is not required to hold regular
annual meetings of the Funds' shareholders and does not intend to do so. The
Trustees are required to call a meeting for the purpose of considering the
removal of a person serving as Trustee if requested in writing to do so by the
holders of not less than 10% of the outstanding shares of the Trust and in
connection with such meeting to comply with the shareholders' communications
provisions of Section 16(c) of the Act. See "Other Information--Voting Rights"
in the SAI.

Shares entitle their holders to one vote per share (with proportionate
voting for fractional shares). As used in this Prospectus, the phrase

63
<PAGE> 66

"vote of a majority of the outstanding shares" of a Fund (or the Trust) means
the vote of the lesser of: (1) 67% of the shares of a Fund (or the Trust)
present at a meeting if the holders of more than 50% of the outstanding shares
are present in person or by proxy; or (2) more than 50% of the outstanding
shares of a Fund (or the Trust).

PERFORMANCE INFORMATION

A Fund may, from time to time, include its yield and total return in
advertisements or reports to shareholders or prospective investors. Shareholders
of the Institutional Premium Class of shares will experience a lower net return
on their investment than shareholders of the Institutional Service Class of
Shares because of the additional shareholder servicing charge to which the
Institutional Premium Class shareholders are subject. The methods used to
calculate the yield and total return of the Funds are mandated by the SEC.
Quotations of "yield" for a Fund (other than the Money Market Fund) will be
based on the investment income per share during a particular 30-day (or one
month) period (including dividends and interest), less expenses accrued during
the period ("net investment income"), and will be computed by dividing net
investment income by the maximum public offering price per share on the last day
of the period.

Quotations of "yield" for the Money Market Fund will be based on the income
received by a hypothetical investment (less a pro-rata share of Fund expenses)
over a particular seven-day period, which is then "annualized" (i.e., assuming
that the seven-day yield would be received for 52 weeks, stated in terms of an
annual percentage return on the investment).

"Effective yield" for the Money Market Fund is calculated in a manner
similar to that used to calculate yield, but includes the compounding effect of
earnings on reinvested dividends.

The yield and effective yield for the Money Market Fund at December 31,
1997 were 5.16% and 5.29%.

Quotations of "yield" for the Kansas Tax-Exempt Bond Fund will be based on
the investment income per share during a particular 30-day (or one month) period
(including dividends and interest), less expenses accrued during the period
("net investment income"), and will be computed by dividing net investment
income by the maximum public offering price per share on the last day of the
period.

Quotations of yield and effective yield reflect only a Fund's performance
during the particular period on which the calculations are based. Yield and
effective yield for a Fund will vary based on changes in market conditions, the
level of interest rates and the level of that Fund's expenses, and no reported
performance figure should be considered an indication of performance which may
be expected in the future.

Quotations of average annual total return for a Fund (other than the Money
Market Fund) will be expressed in terms of the average annual compounded rate of
return of a hypothetical investment in that Fund over periods of 1, 5 and 10
years (up to the life of that Fund), reflect the deduction of a proportional
share of Fund expenses (on an annual basis), and assume that all dividends and
distributions are reinvested when paid.

To the extent expense waivers or reimbursements were in effect during the
periods indicated below, actual returns would have been lower had such expense
waivers or reim-
64
<PAGE> 67

bursements not been in effect. However, this performance data is not necessarily
indicative of the future performance of the Funds. Past performance is not
indicative of future performance.

The total return for the Short-Term Bond Fund at December 31, 1997 was
6.01%; this figure represents unannualized return since the inception date of
January 21, 1997.

The total return for the Intermediate Bond Fund at December 31, 1997 was
7.81%; this figure represents unannualized return since the inception date of
January 21, 1997.
The total return for the Stock Fund at December 31, 1997 was 18.27%; this
figure represents unannualized return since its inception date of January 21,
1997.

INTERNATIONAL EQUITY PORTFOLIO

<TABLE>
<CAPTION>
ANNUALIZED RATES
OF RETURN
FOR PERIODS ENDING
DECEMBER 31, 1997
-----------------------
LIPPER
INTERNATIONAL
INDEX
-------------
<S> <C> <C>
1 Year...................................................... 8.93% 7.27%
3 Years..................................................... 15.87% 10.53%
5 Years..................................................... 17.44% 13.28%
Since Inception (August 7, 1991)............................ 11.74% 10.15%
</TABLE>

The International Multi-Manager Stock Fund invests all of its investable
assets in the Portfolio. The Portfolio's predecessor fund The International
Multi-Manager Stock Fund invests all of its investable assets in the Portfolio.
The Portfolio's predecessor fund, the American AAdvantage International Equity
Fund, a series of the American AAdvantage Funds, has been in existence since
August 7, 1991. On November 1, 1995, the American AAdvantage Funds reorganized
into a master-feeder structure. As part of the reorganization, the AMR Trust was
created to serve as the master trust and the American AAdvantage Funds served as
one of the initial feeder trusts. Performance shown is based in part on the
American AAdvantage International Equity Fund, which also invests in the
Portfolio. INTRUST Fund fees are higher than the expenses used in calculating
this performance information. Such performance would have been lower, taking
into account current INTRUST Fund fees.

The one year total return represents performance of the Fund beginning
January 20, 1997 and performance of the International Equity Portfolio from
January 1, 1997 through January 19, 1997. The three year return represents
performance of the Fund beginning January 20, 1997, the performance of the
International Equity Portfolio from November 1, 1995 through January 19, 1997
and the performance of the American AAdvantage International Equity Fund from
January 1, 1995 through October 31, 1995. The five year return represents
performance of the Fund beginning January 20, 1997 and the performance of the
International Equity Portfolio from

65
<PAGE> 68

November 1, 1995 through January 19, 1997 and the performance of the American
Aadvantage International Equity Fund from January 1, 1993 through November 1,
1995. The return since inception represents the performance of the Fund
beginning January 20, 1997 and the performance of the International Equity
Portfolio from November 1, 1995 through January 19, 1997 and the performance of
the Institutional Class of American AAdvantage International Equity Portfolio
from August 7, 1991 through November 1, 1995. As discussed under
"Highlights--International Multi-Manager Stock Fund", neither the Portfolio nor
the predecessor fund were subject to certain fees and expenses of the Fund which
are higher. If the performance were adjusted accordingly, total returns would
have been higher lower. The Lipper International Index performance is net of
fees.

Performance information for a Fund may be compared to various unmanaged
indices, such as those indices prepared by Lipper Analytical Services, Standard
& Poor's 500 Stock Index, the Dow Jones Industrial Average and other entities or
organizations which track the performance of investment companies. Any
performance information should be considered in light of the Fund's investment
objectives and policies, characteristics and quality of the Funds and the market
conditions during the time period indicated, and should not be considered to be
representative of what may be achieved in the future. For a description of the
methods used to determine yield and total return for the Funds, see the SAI.

The Kansas Tax-Exempt Bond Fund is the successor to the Kansas Tax Free
Income Portfolio of the SEI Tax Exempt Trust (the "SEI Fund") a registered
investment company for which the Adviser was the investment adviser until the
SEI Fund was reorganized into the Kansas Tax-Exempt Bond Fund. The Kansas
Tax-Exempt Bond Fund has the same investment objectives and policies as the SEI
Fund. Investors in the SEI Fund were invited to invest in the Kansas Tax Exempt
Bond Fund at its inception. Set forth below are certain performance data for the
Kansas Tax-Exempt Bond Fund, which includes the SEI Fund. The data shown below
reflects total return for the periods shown, reduced by the actual expense ratio
for the Kansas Tax-Exempt Bond Fund and the SEI Fund, as applicable. To the
extent expense waivers or reimbursements were in effect during the periods
indicated below, actual returns would have been lower had such expense waivers
or reimbursements not been in effect. This performance data is not necessarily
indicative of future performance. The SEI Fund performance reflects fees and
expenses that may be lower than fees for the Kansas Tax-Exempt Bond Fund. The
performance shown would have been lower if such higher fees and expenses were in
effect.

66
<PAGE> 69

KANSAS TAX-EXEMPT BOND FUND

<TABLE>
<CAPTION>
AVERAGE ANNUAL RETURN
FOR PERIODS ENDING
DECEMBER 31, 1997
-----------------------
LEHMAN 7 - YEAR
G.O. INDEX
---------------
<S> <C> <C>
1 Year...................................................... 7.61% 7.69%
3 Years..................................................... 7.93% 8.66%
5 Years..................................................... 6.21% 6.62%
Since Inception (December 10, 1990)......................... 6.87% Not Available
</TABLE>

The Kansas Tax-Exempt Bond Fund may also advertise its "taxable equivalent
yield." Taxable equivalent yield is the yield that an investment, subject to
Federal and Kansas personal income taxes, would need to earn in order to equal,
on an after-tax basis, the yield on an investment exempt from such taxes
(normally calculated assuming the maximum combined Federal and Kansas marginal
tax rate). A taxable equivalent yield quotation for the Fund will be higher than
the yield or the effective yield quotations for the Fund.

The following table shows how to translate the yield of an investment that
is exempt from both Federal and Kansas personal income taxes into a taxable
equivalent yield for the 1997 taxable year. The last four columns of the table
show approximately how much a taxable investment would have to yield in order to
generate an after-tax (Federal and Kansas personal income taxes) yield of 5%,
6%, 7% or 8%. For example, the table shows that a married taxpayer filing a
joint return with taxable income of $50,000 would have to earn a yield of
approximately 10.37% before Federal and Kansas personal income taxes in order to
earn a yield after such taxes of 7%.

1997 TAXABLE YEAR

TAXABLE EQUIVALENT YIELD TABLE--FEDERAL AND KANSAS PERSONAL INCOME TAXES*

<TABLE>
<CAPTION>
TO EQUAL HYPOTHETICAL TAX-FREE YIELD OF
5%, 6%, 7% OR 8% A TAXABLE INVESTMENT
SINGLE COMBINED WOULD HAVE TO YIELD APPROXIMATELY
TAXABLE INCOME(1) MARGINAL -----------------------------------------
FROM TO TAX RATE(2)(3) 5.00% 6.00% 7.00% 8.00%
- ------------ ------- -------------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
0 20,000 18.49% 6.13% 7.36% 8.59% 9.81%
20,000 24,650 21.38% 6.36% 7.63% 8.90% 10.17%
24,650 30,000 33.40% 7.51% 9.01% 10.51% 12.01%
30,000 59,750 33.58% 7.53% 9.03% 10.54% 12.04%
59,750 124,650 36.35% 7.86% 9.43% 11.00% 12.57%
124,650 271,050 40.96% 8.47% 10.16% 11.86% 13.55%
over 271,050 44.28% 8.97% 10.77% 12.56% 14.36%
</TABLE>

67
<PAGE> 70

<TABLE>
<CAPTION>
TO EQUAL HYPOTHETICAL TAX-FREE YIELD OF
MARRIED 5%, 6%, 7% OR 8% A TAXABLE INVESTMENT
FILING JOINTLY COMBINED WOULD HAVE TO YIELD APPROXIMATELY
TAXABLE INCOME(1) MARGINAL -----------------------------------------
FROM TO TAX RATE(2)(3) 5.00% 6.00% 7.00% 8.00%
- ------------ ------- -------------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
0 30,000 17.98% 6.10% 7.31% 8.53% 9.75%
30,000 41,200 20.31% 6.27% 7.53% 8.78% 10.04%
41,200 60,000 32.50% 7.41% 8.89% 10.37% 11.85%
60,000 99,600 32.64% 7.42% 8.91% 10.39% 11.88%
99,600 151,750 35.45% 7.75% 9.30% 10.84% 12.39%
151,750 271,050 40.13% 8.35% 10.02% 11.69% 13.36%
over 271,050 43.50% 8.85% 10.62% 12.39% 14.16%
</TABLE>

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

(1) Assuming the Federal alternative minimum tax is not applicable.

(2) The combined marginal rates were calculated using Federal tax rate tables
for the 1997 taxable year and Kansas tax rates for the 1997 taxable year.
The Federal tax rate table is indexed each year to reflect changes in the
Consumer Price Index and the Kansas tax rate table is constant until changed
by statute.

(3) The combined Federal and Kansas personal income tax marginal rates assume
that Kansas income taxes are fully deductible for Federal income tax
purposes as an itemized deduction. However, the ability to deduct itemized
deductions (including state income taxes) for Federal income tax purposes is
limited for those taxpayers whose Federal adjusted gross income for 1997
exceeds $121,200 ($60,600 in the case of a married individual filing a
separate return).

* This chart is prepared for general information purposes only. Tax equivalent
yields are a useful tool in determining the benefits of a tax-exempt
investment; however, tax equivalent yields should not be regarded as
determinative of the desirability of such an investment. In addition, this
chart is based on a number of assumptions which may not apply in each
individual case. An investor should therefore consult a competent tax
adviser regarding tax equivalent yields in individual circumstances.

ACCOUNT SERVICES

All transactions in shares of the Funds will be reflected in a statement
for each shareholder. In those cases where a Service Organization or its nominee
is shareholder of record of shares purchased for its customer, the Funds have
been advised that the statement may be transmitted to the customer at the
discretion of the Service Organization.

BISYS Fund Services, Inc. acts as the Funds' transfer agent. The Trust
compensates BISYS Fund Services, Inc. pursuant to a Transfer Agency Agreement
described in "Management of the Fund--Administrator, Transfer Agent and Fund
Accountant" of this Prospectus, for providing personnel and facilities to
perform dividend disbursing and transfer agency-related services for the Trust.

SHAREHOLDER INQUIRIES

All shareholder inquiries should be directed to the Funds at 3435 Stelzer
Road, Columbus, Ohio 43219.

General and Account Information: (888) 266-8787.

68
<PAGE> 71

APPENDIX

DESCRIPTION OF MOODY'S BOND RATINGS:

Excerpts from Moody's description of its four highest bond ratings are
listed as follows: Aaa--judged to be the best quality and they carry the
smallest degree of investment risk; Aa--judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are generally known
as high grade bonds; A--possess many favorable investment attributes and are to
be considered as "upper medium grade obligations"; Baa--considered to be medium
grade obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Other Moody's bond descriptions
include: Ba--judged to have speculative elements, their future cannot be
considered as well assured; B--generally lack characteristics of the desirable
investment; Caa--are of poor standing. Such issues may be in default or there
may be present elements of danger with respect to principal or interest;
Ca--speculative in a high degree, often in default; C--lowest rated class of
bonds, regarded as having extremely poor prospects.

Moody's also supplies numerical indicators 1, 2 and 3 to rating categories.
The modifier 1 indicates that the security is in the higher end of its rating
category; the modifier 2 indicates a mid-range ranking; and modifier 3 indicates
a ranking toward the lower end of the category.

DESCRIPTION OF S&P'S BOND RATINGS:

Excerpts from S&P's description of its four highest bond ratings are listed
as follows: AAA--highest grade obligations, in which capacity to pay interest
and repay principal is extremely strong; AA--also qualify as high grade
obligations, having a very strong capacity to pay interest and repay principal,
and differs from AAA issues only in a small degree; A--regarded as upper medium
grade, having a strong capacity to pay interest and repay principal, although
they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories;
BBB--regarded as having an adequate capacity to pay interest and repay
principal. Whereas it normally exhibits adequate protection parameters, adverse
economic conditions or changing circumstances are more likely to lead to a
weakened capacity to pay interest and repay principal for debt in this category
than in higher rated categories.

BB, B, CCC, CC: Debt rated in these categories is regarded as having
predominantly speculative characteristics with respect to capacity to pay
interest and repay principal. While such debt will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or major
risk exposures to adverse conditions.

CI: The "CI" rating is reserved for income bonds on which no interest is
being paid.

S&P applies indicators "+, -," no character, and relative standing within
the major rating categories.

A-1
<PAGE> 72

DESCRIPTION OF MOODY'S RATINGS OF NOTES AND VARIABLE RATE DEMAND INSTRUMENTS:

Moody's ratings for state and municipal short-term obligations will be
designated Moody's Investment Grade or MIG. Such ratings recognize the
differences between short-term credit and long-term risk. Short-term ratings on
issues with demand features (variable rate demand obligations) are
differentiated by the use of the VMIG symbol to reflect such characteristics as
payment upon periodic demand rather than fixed maturity dates and payments
relying on external liquidity.

MIG 1/VMIG 1: This designation denotes best quality. There is present
strong protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.

MIG 2/VMIG 2: This denotes high quality. Margins of protection are ample
although not as large as in the preceding group.

A-2
<PAGE> 73

[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 74

[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 75

[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 76

Address for

Trust Clients of INTRUST Bank, N.A.
105 North Main Street
Box One
Wichita, Kansas 67202

Investment Adviser

INTRUST Bank, N.A.
105 North Main Street
Box One
Wichita, Kansas 67202
Subadvisers

AMR Investment Services, Inc.
4333 Amon Carter Blvd. MD5645
Fort Worth, Texas 76155
(Money Market Fund only)

ARK Asset Management Co., Inc.
One New York Plaza
New York, NY 10004
(Stock Fund only)
Galliard Capital Management, Inc.
800 La Salle Avenue
Suite 2060
Minneapolis, MN 55479-2052
(Short-Term Bond Fund and
Intermediate Bond Fund only)

Investment Adviser

AMR Investment Services, Inc.
4333 Amon Carter Blvd. MD5645
Fort Worth, Texas 76155
(International Multi-Manager Stock
Fund only)

Administrator and Sponsor and
Distributor

BISYS Funds Services
3435 Stelzer Road
Columbus, Ohio 43219

Custodian
INTRUST Bank, N.A.
105 North Main Street
Box One
Wichita, Kansas 67202

Counsel

Baker & McKenzie
805 Third Avenue
New York, New York 10022
Independent Auditors
KPMG Peat Marwick LLP
Two Nationwide Plaza

Columbus, Ohio 43215
INTRUST FUNDS TRUST
A FAMILY OF
MUTUAL FUNDS

MONEY MARKET FUND

SHORT-TERM BOND FUND

INTERMEDIATE BOND FUND

STOCK FUND

INTERNATIONAL MULTI-MANAGER
STOCK FUND

KANSAS TAX-EXEMPT BOND FUND

PROSPECTUS

March 2, 1998

INTRUST LOGO

INVESTMENT ADVISER

INTRUST BANK, N.A.
<PAGE> 77

INTRUST FUNDS TRUST
3435 STELZER ROAD, COLUMBUS, OHIO 43219
GENERAL AND ACCOUNT INFORMATION: (888) 266-8787

INTRUST BANK, N.A.--INVESTMENT ADVISER
("INTRUST" OR THE "ADVISER")

BISYS FUND SERVICES
ADMINISTRATOR, SPONSOR AND DISTRIBUTOR
("BISYS" OR THE "ADMINISTRATOR" OR THE "DISTRIBUTOR")

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information (the "SAI") describes one
money market fund (the "Money Market Fund") and five non-money market funds (the
"Non-Money Market Funds") (collectively, the "Funds"), all of which are managed
by INTRUST Bank, N.A. The Funds are:

MONEY MARKET FUND

- Money Market Fund

NON MONEY MARKET FUNDS

- Short-Term Bond Fund
- Intermediate Bond Fund
- Stock Fund
- International Multi-Manager Stock Fund
- Kansas Tax-Exempt Bond Fund

Each Fund constitutes a separate investment portfolio with distinct
investment objectives and policies. Shares of the Funds are sold to the public
by BISYS as an investment vehicle for individuals, institutions, corporations
and fiduciaries, including customers of INTRUST or its affiliates.

The International Multi-Manager Stock Fund seeks its investment
objective by investing all of its investable assets in the International Equity
Portfolio (the "Portfolio") of the AMR Investment Services Trust ("AMR Trust")
that has an identical investment objective to the International Multi-Manager
Stock Fund.

This SAI is not a prospectus and is only authorized for distribution
when preceded or accompanied by a prospectus for the Funds dated March 2, 1998
(the "Prospectus"). This SAI contains additional and more detailed information
than that set forth in the Prospectus and should be read in conjunction with the
Prospectus. The Prospectus may be obtained without charge by writing or calling
the Funds at the address and information number printed above.

March 2, 1998

<PAGE> 78

TABLE OF CONTENTS

PAGE
----

<S> <C>
INVESTMENT POLICIES 3
INVESTMENT RESTRICTIONS 11
KANSAS RISK FACTORS 14
MANAGEMENT 20
Trustees and Officers 20
Trustees and Officers of AMR Investment Services Trust 21
Investment Advisers 26
The Portfolio 27
Distribution of Fund Shares 30
Distribution Plan 30
Administration and Fund Accounting Services 32
Service Organizations 33
EXPENSES 34
DETERMINATION OF NET ASSET VALUE 35
PORTFOLIO TRANSACTIONS 36
Portfolio Turnover 37
TAXATION 37
Taxation of the Portfolio 39
Kansas Tax-Exempt Bond Fund 43
OTHER INFORMATION 45
Capitalization 45
Voting Rights 47
Custodian, Transfer Agent and Dividend Disbursing Agent 48
Independent Auditors 48
Yield and Performance Information 48
Financial Statements 50
</TABLE>

-i-

<PAGE> 79

INVESTMENT POLICIES

The Prospectus discusses the investment objectives of the Funds and the
policies to be employed to achieve those objectives. This section contains
supplemental information concerning certain types of securities and other
instruments in which the Funds may invest, the investment policies and portfolio
strategies that the Funds may utilize, and certain risks attendant to such
investments, policies and strategies.

As a matter of fundamental policy, notwithstanding any limitation
otherwise noted, each Fund is authorized to seek to achieve its investment
objective by investing all of its investable assets in an investment company
having substantially the same investment objective as the Fund. References below
to "All Funds" include the International Equity Portfolio (the "Portfolio") of
the AMR Investment Services Trust (the "AMR Trust") except where noted
otherwise.

U.S. Government Agency Obligations (All Funds). The Funds may invest in
obligations of agencies of the United States Government. Such agencies include,
among others, Farmers Home Administration, Federal Farm Credit System, Federal
Housing Administration, Government National Mortgage Association, Maritime
Administration, Small Business Administration, and The Tennessee Valley
Authority. The Funds may purchase securities issued or guaranteed by the
Government National Mortgage Association which represent participations in
Veterans Administration and Federal Housing Administration backed mortgage
pools. Obligations of instrumentalities of the United States Government include
securities issued by, among others, Federal Home Loan Banks, Federal Home Loan
Mortgage Corporation, Federal Land Banks, Federal National Mortgage Association
and the United States Postal Service. Some of these securities are supported by
the full faith and credit of the United States Treasury (e.g., Government
National Mortgage Association). Guarantees of principal by agencies or
instrumentalities of the U.S. Government may be a guarantee of payment at the
maturity of the obligation so that in the event of a default prior to maturity
there might not be a market and thus no means of realizing the value of the
obligation prior to maturity.

Mortgage-Related Securities (All Funds). The Funds may, consistent with
their respective investment objective and policies, invest in mortgage-related
securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities.

Mortgage-related securities, for purposes of the Fund's Prospectus and
this SAI, represent pools of mortgage loans assembled for sale to investors by
various governmental agencies such as the Government National Mortgage
Association and government-related organizations such as the Federal National
Mortgage Association and the Federal Home Loan Mortgage Corporation, as well as
by nongovernmental issuers such as commercial banks, savings and loan
institutions, mortgage bankers, and private mortgage insurance companies.
Although certain mortgage-related securities are guaranteed by a third party or
otherwise similarly secured, the market value of the security, which may
fluctuate, is not so secured. If the Fund purchases a mortgage-related security
at a premium, that portion may be lost if there is a decline in the market value
of the security whether resulting from changes in interest rates or prepayments
in the underlying mortgage collateral. As with other interest-bearing
securities, the prices of such securities are inversely affected by changes in
interest rates. However, though the value of a mortgage-related security may
decline when interest rates rise, the converse is not necessarily true since in
periods of declining interest rates the mortgages underlying the securities are
prone to prepayment. For this and other reasons, a mortgage-related security's
stated maturity may be shortened by unscheduled prepayments on the underlying
mortgages and, therefore, it is not possible to predict accurately the
security's return to the Fund. In addition, regular payments received in respect
of mortgage-related

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securities include both interest and principal. No assurance can be given as to
the return a Fund will receive when these amounts are reinvested.

There are a number of important differences among the agencies and
instrumentalities of the U.S. Government that issue mortgage-related securities
and among the securities that they issue. Mortgage-related securities created by
the Government National Mortgage Association ("GNMA") include GNMA Mortgage
Pass-Through Certificates (also known as "Ginnie Maes") which are guaranteed as
to the timely payment of principal and interest and such guarantee is backed by
the full faith and credit of the United States. GNMA is a wholly-owned U.S.
Government corporation within the Department of Housing and Urban Development.
GNMA certificates also are supported by the authority of GNMA to borrow funds
from the U.S. Government to make payments under its guarantee. Mortgage-related
securities issued by the Federal National Mortgage Association ("FNMA") include
FNMA Guaranteed Mortgage Pass-Through Certificates (also known as "Fannie Maes")
which are solely the obligations of the FNMA and are not backed by or entitled
to the full faith and credit of the United States. The FNMA is a
government-sponsored organization owned entirely by private stock-holders.
Fannie Maes are guaranteed as to timely payment of the principal and interest by
FNMA. Mortgage-related securities issued by the Federal Home Loan Mortgage
Corporation ("FHLMC") include FHLMC Mortgage Participation Certificates (also
known as ("Freddie Macs" or "PCs"). The FHLMC is a corporate instrumentality of
the United States, created pursuant to an Act of Congress, which is owned
entirely by Federal Home Loan Banks. Freddie Macs are not guaranteed by the
United States or by any Federal Home Loan Banks and do not constitute a debt or
obligation of the United States or of any Federal Home Loan Bank. Freddie Macs
entitle the holder to timely payment of interest, which is guaranteed by the
FHLMC. The FHLMC currently guarantees timely payment of interest and either
timely payment of principal or eventual payment of principal, depending upon the
date of issue. When the FHLMC does not guarantee timely payment of principal,
FHLMC may remit the amount due on account of its guarantee of ultimate payment
of principal at any time after default on an underlying mortgage, but in no
event later than one year after it becomes payable.

Commercial Paper (All Funds). Commercial paper includes short-term
unsecured promissory notes, variable rate demand notes and variable rate master
demand notes issued by domestic and foreign bank holding companies, corporations
and financial institutions and similar taxable instruments issued by government
agencies and instrumentalities. All commercial paper purchased by the Funds is,
at the time of investment, rated in one of the top two (top three with respect
to the Short-Term Bond Fund) rating categories of at least one Nationally
Recognized Statistical Rating Organization ("NRSRO") or, if not rated, are, in
the opinion of the Adviser or the Portfolio Advisers, as applicable, of an
investment quality comparable to rated commercial paper in which the Funds may
invest, or, with respect to the Money Market Fund, (i) rated "P-1" by Moody's
Investors Service, Inc. ("Moody's") and "A-1" or better by Standard & Poor's
Corporation ("S&P") or in a comparable rating category by any two NRSROs that
have rated the commercial paper or (ii) rated in a comparable category by only
one such organization if it is the only organization that has rated the
commercial paper (and provided the purchase is approved or ratified by the
Fund's Board of Trustees or the AMR Trust's Board of Trustees, as applicable).

Corporate Debt Securities (All Funds, except Kansas Tax-Exempt Bond
Fund). Fund investments in these securities are limited to corporate debt
securities (corporate bonds, debentures, notes and similar corporate debt
instruments) which meet the rating criteria established for each Fund.

After purchase by a Fund, a security may cease to be rated or its
rating may be reduced below the minimum required for purchase by the Fund.
Neither event will require a sale of such security by the Fund. However, the
Fund's Adviser or Portfolio Advisers, as applicable, will consider such event in
its determination of whether the Fund should continue to hold the security. To
the extent the ratings given by a NRSRO

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may change as a result of changes in such organizations or their rating systems,
the Fund will attempt to use comparable ratings as standards for investments in
accordance with the investment policies contained in the Prospectus and in this
SAI.

Foreign Securities (Intermediate Bond Fund, Stock Fund, and
International Multi-Manager Stock Fund). Changes in foreign exchange rates will
affect the value of securities denominated or quoted in currencies other than
the U.S. dollar.

Since the Funds may invest in securities denominated in currencies
other than the U.S. dollar, and since the Funds may temporarily hold funds in
bank deposits or other money market investments denominated in foreign
currencies, a Fund may be affected favorably or unfavorably by exchange control
regulations or changes in the exchange rate between such currencies and the
dollar. Changes in foreign currency exchange rates will influence values within
the Fund from the perspective of U.S. investors. Changes in foreign currency
exchange rates may also affect the value of dividends and interest earned, gains
and losses realized on the sale of securities, and net investment income and
gains, if any, to be distributed to shareholders by the Fund. The rate of
exchange between the U.S. dollar and other currencies is determined by the
forces of supply and demand in the foreign exchange markets. These forces are
affected by the international balance of payments and other economic and
financial conditions, government intervention, speculation and other factors.

Those Funds that purchase foreign currency-denominated securities may
enter into foreign currency exchange contracts in order to protect against
uncertainty in the level of future foreign exchange rates. A forward foreign
currency exchange contract involves an obligation to purchase or sell a specific
currency at a future date, which may be any fixed number of days from the date
of the contract agreed upon by the parties, at a price set at the time of the
contract. These contracts are entered into in the interbank market conducted
between currency traders (usually large commercial banks) and their customers.
Forward foreign currency exchange contracts may be bought or sold to protect a
Fund against a possible loss resulting from an adverse change in the
relationship between foreign currencies and the U.S. dollar, or between foreign
currencies. Although such contracts are intended to minimize the risk of loss
due to a decline in the value of the hedged currency, at the same time, they
tend to limit any potential gain which might result should the value of such
currency increase.

Bank Obligations. (All Funds). A description of the bank obligations
which the Funds may purchase is set forth in the Prospectus. These obligations
include, but are not limited to, domestic, Eurodollar and Yankeedollar
certificates of deposits, time deposits, bankers' acceptances, commercial paper,
bank deposit notes and other promissory notes including floating or variable
rate obligations issued by U.S. or foreign bank holding companies and their bank
subsidiaries, branches and agencies. Certificates of deposit are issued against
funds deposited in an eligible bank (including its domestic and foreign
branches, subsidiaries and agencies), are for a definite period of time, earn a
specified rate of return and are normally negotiable. A bankers' acceptance is a
short-term draft drawn on a commercial bank by a borrower, usually in connection
with a commercial transaction. The borrower is liable for payment as is the
bank, which unconditionally guarantees to pay the draft at its face amount on
the maturity date. Eurodollar obligations are U.S. Dollar obligations issued
outside the United States by domestic or foreign entities. Yankeedollar
obligations are U.S. dollar obligations issued inside the United States by
foreign entities. Bearer deposit notes are obligations of a bank, rather than a
bank holding company. Similar to certificates of deposit, deposit notes
represent bank level investments and, therefore, are senior to all holding
company corporate debt.

Variable and Floating Rate Demand and Master Demand Obligations (All
Funds). The Funds may, from time to time, buy variable rate demand obligations
issued by corporations, bank holding companies and financial institutions and
similar taxable

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and tax-exempt instruments issued by government agencies and instrumentalities.
These securities will typically have a maturity of 397 days or less with respect
to the Money Market Fund or five to twenty years with respect to the Non-Money
Market Funds, but carry with them the right of the holder to put the securities
to a remarketing agent or other entity on short notice, typically seven days or
less. The obligation of the issuer of the put to repurchase the securities may
or may not be backed by a letter of credit or other obligation issued by a
financial institution. The purchase price is ordinarily par plus accrued and
unpaid interest.

The Funds may also buy variable rate master demand obligations. The
terms of these obligations permit the investment of fluctuating amounts by the
Funds at varying rates of interest pursuant to direct arrangements between a
Fund, as lender, and the borrower. They permit weekly, and in some instances,
daily, changes in the amounts borrowed. The Funds have the right to increase the
amount under the obligation at any time up to the full amount provided by the
note agreement, or to decrease the amount, and the borrower may prepay up to the
full amount of the obligation without penalty. The obligations may or may not be
backed by bank letters of credit. Because the obligations are direct lending
arrangements between the lender and the borrower, it is not generally
contemplated that they will be traded, and there is no secondary market for
them, although they are redeemable (and thus, immediately repayable by the
borrower) at principal amount, plus accrued interest, upon demand. The Funds
have no limitations on the type of issuer from whom the obligations will be
purchased. The Funds will invest in variable rate master demand obligations only
when such obligations are determined by the Adviser or Portfolio Advisers, as
applicable or, pursuant to guidelines established by the Board of Trustees or
the AMR Trust Board, as applicable, to be of comparable quality to rated issuers
or instruments eligible for investment by the Funds.

When-Issued and Delayed-Delivery Securities (All Funds). The Funds may
purchase securities on a when-issued or delayed-delivery basis. For example,
delivery of and payment for these securities can take place a month or more
after the date of the transaction. The securities so purchased are subject to
market fluctuation during this period and no income accrues to the Fund until
settlement takes place. To facilitate such acquisitions, the Funds will maintain
with the custodian a separate account with a segregated portfolio of liquid
assets in an amount at least equal to the value of such commitments. On the
delivery dates for such transactions, each Fund will meet obligations from
maturities or sales of the securities held in the separate account and/or from
cash flow. While the Funds normally enter into these transactions with the
intention of actually receiving or delivering the securities, they may sell
these securities before the settlement date or enter into new commitments to
extend the delivery date into the future, if the Adviser or Portfolio Advisers
consider such action advisable as a matter of investment strategy. Such
securities have the effect of leverage on the Funds and may contribute to
volatility of a Fund's net asset value.

Loans of Portfolio Securities (All Funds). The Funds may lend their
portfolio securities to brokers, dealers and financial institutions, provided:
(1) the loan is secured continuously by collateral consisting of U.S. Government
securities or cash or approved bank letters of credit maintained on a daily
mark-to-market basis in an amount at least equal to the current market value of
the securities loaned; (2) the Funds may at any time call the loan and obtain
the return of the securities loaned within five business days; (3) the Funds
will receive any interest or dividends paid on the loaned securities; and (4)
the aggregate market value of securities loaned will not at any time exceed
33-1/3% of the total assets of a particular Fund.

The Funds will earn income for lending their securities because cash
collateral pursuant to these loans will be invested in short-term money market
instruments. In connection with lending securities, the Funds may pay reasonable
finders, administrative and custodial fees. Loans of securities involve a risk
that the

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borrower may fail to return the securities or may fail to provide additional
collateral.

Securities loans will be made in accordance with the following
conditions: (1) the Funds or the Portfolio must receive at least 100% collateral
in the form of cash or cash equivalents, securities of the U.S. Government and
its agencies and instrumentalities, and approved bank letters of credit; (2) the
borrower must increase the collateral whenever the market value of the loaned
securities (determined on a daily basis) rises above the level of collateral;
(3) the Funds or the Portfolio must be able to terminate the loan after notice,
at any time; (4) the Funds or the Portfolio must receive reasonable interest on
the loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest or other distributions on the securities loaned, and any
increase in market value of the loaned securities; (5) the Funds or the
Portfolio may pay only reasonable custodian fees in connection with the loan;
and (6) voting rights on the securities loaned may pass to the borrower,
provided, however, that if a material event affecting the investment occurs, the
Board of Trustees or AMR Trust Board, as applicable, must be able to terminate
the loan and vote proxies or enter into an alternative arrangement with the
borrower to enable the Board of Trustees or AMR Trust Board, as applicable, to
vote proxies.

Repurchase Agreements (All Funds). The Funds may invest in securities
subject to repurchase agreements with any bank or registered broker-dealer who,
in the opinion of the Trustees or the AMR Trust Board, as applicable, present a
minimum risk of bankruptcy. Such agreements may be considered to be loans by the
Funds for purposes of the Investment Company Act of 1940, as amended (the "1940
Act"). A repurchase agreement is a transaction in which the seller of a security
commits itself at the time of the sale to repurchase that security from the
buyer at a mutually agreed-upon time and price. The repurchase price exceeds the
sale price, reflecting an agreed-upon interest rate effective for the period the
buyer owns the security subject to repurchase. The agreed-upon rate is unrelated
to the interest rate on that security. The Adviser and the Portfolio Advisers
will monitor the value of the underlying security at the time the transaction is
entered into and at all times during the term of the repurchase agreement to
insure that the value of the security always equals or exceeds the repurchase
price. In the event of default by the seller under the repurchase agreement, the
Funds may have problems in exercising their rights to the underlying securities
and may incur costs and experience time delays in connection with the
disposition of such securities.

Reverse Repurchase Agreements (All Funds). The Funds may also enter
into reverse repurchase agreements to avoid selling securities during
unfavorable market conditions to meet redemptions. Pursuant to a reverse
repurchase agreement, a Fund will sell portfolio securities and agree to
repurchase them from the buyer at a particular date and price. Whenever a Fund
enters into a reverse repurchase agreement, it will establish a segregated
account in which it will maintain liquid assets in an amount at least equal to
the repurchase price marked-to-market daily (including accrued interest), and
will subsequently monitor the account to ensure that such equivalent value is
maintained. The Fund pays interest on amounts obtained pursuant to reverse
repurchase agreements. Reverse repurchase agreements are considered to be
borrowings by a Fund under the 1940 Act.

Guaranteed Investment Contracts (Short-Term Bond Fund). The Fund may
invest in guaranteed investment contracts ("GICs") issued by insurance
companies. Pursuant to such contracts, the Fund makes cash contributions to a
deposit fund of the insurance company's general account. The insurance company
then credits to the deposit fund on a monthly basis guaranteed interest at a
rate based on an index. The GICs provide that this guaranteed interest will not
be less than a certain minimum rate. The insurance company may assess periodic
charges against a GIC for expense and service costs allocable to it, and these
charges will be deducted from the value of the

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deposit fund. The Fund will purchase a GIC only when the Adviser has determined
that the GIC presents minimal credit risks to the Fund and is of comparable
quality to instruments in which the Fund may otherwise invest. Because the Fund
may not receive the principal amount of a GIC from the insurance company on
seven days' notice or less, a GIC may be considered an illiquid investment. The
term of a GIC will be one year or less.

In determining the average weighted portfolio maturity of the Fund, a
GIC will be deemed to have a maturity equal to the period of time remaining
until the next readjustment of the guaranteed interest rate. The interest rate
on a GIC may be tied to a specified market index and is guaranteed not to be
less than a certain minimum rate.

Illiquid Securities (All Funds). Each Fund, except for the
International Multi-Manager Stock Fund, has adopted a fundamental policy with
respect to investments in illiquid securities. The International Mult-Manager
Stock Fund has adopted a non-fundamental policy with respect to investments in
illiquid securities. Historically, illiquid securities have included securities
subject to contractual or legal restrictions on resale because they have not
been registered under the Securities Act of 1933, as amended ("Securities Act"),
securities that are otherwise not readily marketable and repurchase agreements
having a maturity of longer than seven days. Securities that have not been
registered under the Securities Act are referred to as private placements or
restricted securities and are purchased directly from the issuer or in the
secondary market. Mutual funds do not typically hold a significant amount of
these restricted or other illiquid securities because of the potential for
delays on resale and uncertainty in valuation. Limitations on resale may have an
adverse effect on the marketability of portfolio securities and a mutual fund
might be unable to dispose of restricted or other illiquid securities promptly
or at reasonable prices and might thereby experience difficulty satisfying
redemptions within seven days. A mutual fund might also have to register such
restricted securities in order to dispose of them resulting in additional
expense and delay. Adverse market conditions could impede such a public offering
of securities.

In recent years, however, a large institutional market has developed
for certain securities that are not registered under the Securities Act,
including repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes. Institutional investors depend on
either an efficient institutional market in which the unregistered security can
be readily resold or on the issuer's ability to honor a demand for repayment.
The fact that there are contractual or legal restrictions on resale to the
general public or to certain institutions may not be indicative of the liquidity
of such investments.

Each Fund may also invest in restricted securities issued under Section
4(2) of the Securities Act, which exempts from registration "transactions by an
issuer not involving any public offering." Section 4(2) instruments are
restricted in the sense that they can only be resold through the issuing dealer
and only to institutional investors; they cannot be resold to the general public
without registration. Restricted securities issued under Section 4(2) of the
Securities Act will be treated as illiquid and subject to the Fund's investment
restriction on illiquid securities.

The Commission has adopted Rule 144A, which allows a broader
institutional trading market for securities otherwise subject to restrictions on
resale to the general public. Rule 144A establishes a "safe harbor" from the
registration requirements of the Securities Act applicable to resales of certain
securities to qualified institutional buyers. It is the intent of the Funds' to
invest, pursuant to procedures established by the Board of Trustees or the AMR
Trust Board, as applicable, and subject to applicable investment restrictions,
in securities eligible for resale under Rule 144A which are determined to be
liquid based upon the trading markets for the securities.

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Pursuant to guidelines set forth by and under the supervision of the
Board of Trustees or the AMR Trust Board, as applicable, the Adviser or the
Portfolio Advisers, will monitor the liquidity of restricted securities in a
Fund's portfolio. In reaching liquidity decisions, the Adviser will consider,
among other things, the following factors: (1) the frequency of trades and
quotes for the security over the course of six months or as determined in the
discretion of the Adviser or the Portfolio Advisers, as applicable; (2) the
number of dealers wishing to purchase or sell the security and the number of
other potential purchasers over the course of six months or as determined in the
discretion of the Investment Adviser; (3) dealer undertakings to make a market
in the security; (4) the nature of the security and the marketplace in which it
trades (e.g., the time needed to dispose of the security, the method of
soliciting offers and the mechanics of the transfer); and (5) other factors, if
any, which the Adviser deems relevant. The Adviser will also monitor the
purchase of Rule 144A securities to assure that the total of all Rule 144A
securities held by a Fund does not exceed 10% of the Fund's average daily net
assets. Rule 144A securities which are determined to be liquid based upon their
trading markets will not, however, be required to be included among the
securities considered to be illiquid for purposes of Investment Restriction No.
1. Investments in Rule 144A securities could have the effect of increasing Fund
illiquidity.

Foreign Currency Transactions (International Multi-Manager Stock Fund).
Investments by the Portfolio in securities of foreign companies will usually
involve the currencies of foreign countries. In addition, the Portfolio may
temporarily hold funds in bank deposits in foreign currencies pending the
completion of certain investment programs. Accordingly, the value of the assets
of the Portfolio, as measured in U.S. dollars, may be affected by changes in
foreign currency exchange rates and exchange control regulations. In addition,
the Portfolio may incur costs in connection with conversions between various
currencies. The Portfolio may conduct foreign currency exchange transactions
either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign
currency exchange market or by entering into foreign currency forward basis at
the spot rate prevailing in the foreign currency exchange market or by entering
into foreign currency forward contracts ("forward contracts") to purchase or
sell foreign currencies. A forward contract involves an obligation to purchase
or sell a specific currency at a future date, which may be any fixed number of
days (usually less than one year) from the date of the contract agreed upon by
the parties, at a price at the time of the contract. Forward contracts in the
principal foreign currencies are traded in the interbank market conducted
directly between currency traders (usually large commercial banks) and their
customers and involve the risk that the other party to the contract may fail to
deliver currency when due, which could result in losses to the Portfolio. A
forward contract generally has no requirement, and no commissions are charged at
any stage for trades. Foreign exchange dealers realize a profit based on the
difference between the price at which they buy and sell various currencies.

The Portfolio may enter into forward contracts under two circumstances.
First, with respect to specific transactions, when the Portfolio enters into a
contract for the purchase or sale of a security denominated in a foreign
currency, it may desire to "lock in" the U.S. dollar price of the security. By
entering into a forward contract for the purchase or sale, for a fixed amount of
dollars, of the amount of foreign currency involved in the underlying security
transactions, the Portfolio may be able to protect itself against a possible
loss resulting from an adverse change in the relationship between the U.S.
dollar and the subject foreign currency during the period between the date the
security is purchased or sold and the date on which payment is made or received.

Second, the Portfolio may enter into forward contracts in connection
with existing portfolio positions. For example, when the Portfolio Advisers of
the Portfolio believes that the currency of a particular foreign country may
suffer a

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substantial decline against the U.S. dollar, the Portfolio may enter into a
forward contract to sell, for a fixed amount of dollars, the amount of foreign
currency approximating the value of some or all of the Portfolio's investment
securities denominated in such foreign currency.

The precise matching of the forward contract amounts and the value of
the securities involved will not generally be possible since the future value of
such securities in foreign currencies will change as a consequence of market
movements in the value of those securities between the date the forward contract
is entered into and the date it matures. The projection of short-term currency
market movement is extremely difficult, and the successful execution of a
short-term hedging strategy is highly uncertain. Forward contracts involve the
risk of inaccurate predictions of currency price movements, which may cause the
Portfolio to incur losses on these contracts and transaction costs. The
Portfolio Advisers do not intend to enter into forward contracts on a regular or
continuous basis.

There is no systematic reporting of last sale information for foreign
currencies, and there is no regulatory requirement that quotations available
through dealers or other market sources be firm or revised on a timely basis.
Quotation information available is generally representative of very large
transactions in the interbank market. The interbank market is foreign currencies
in a global around-the-clock market.

When required by applicable regulatory guidelines, the Portfolio will
set aside cash, U.S. Government Securities or other liquid, high-grade debt
securities in a segregated account with its custodian in the prescribed amount.

Foreign Currency Options and Related Risks (International Multi-Manager
Stock Fund). The Portfolio may take positions in options on foreign currencies
in order to hedge against the risk of foreign exchange fluctuation on foreign
securities the Portfolio holds in its portfolio or which it intends to purchase.
Options on foreign currencies are affected by the factors discussed in "Foreign
Currency Transactions" above which influence foreign exchange sales and
investments generally.

The value of foreign currency options is dependent upon the value of
the foreign currency relative to the U.S. dollar and has no relationship to the
investment merits of a foreign security. Because foreign currency transactions
occurring in the interbank market involve substantially larger amounts than
those that may be involved in the use of foreign currency options, the Portfolio
may be disadvantaged by having to deal in an odd lot market (generally
consisting of transactions of less than $1 million) for the underlying foreign
currencies at prices that are less favorable than for round lots.

To the extent that the U.S. options markets are closed while the market
for the underlying currencies remains open, significant price and rate movements
may take place in the underlying markets that cannot be reflected in the options
markets.

The Portfolio Adviser's Approach to Stock Selection. The Portfolio
Advisers will select equity securities which, in their opinion, have above
average growth potential and are also selling at a discount to the market. This
approach focuses on the purchase of a diverse group of stocks below their
perceived economic value. Each of the Portfolio Advisers determines the growth
prospects of firms based upon a combination of internal and external research
using fundamental economic cycle analysis and considering changing economic
trends. The determination of value is based upon the analysis of several
characteristics of the issuer and its equity securities including price to
earnings ratio, price to book value ratio, assets carried below market value,
financial strength and dividend yield.

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INVESTMENT RESTRICTIONS

The following restrictions apply to each Fund except the International
Multi-Manager Stock Fund and restate or are in addition to those restrictions
described under "Investment Restrictions" in the Prospectuses. Unless otherwise
indicated, only Investment Restriction Nos. 2, 3, 4, 7, 8, 12 and 16 are
fundamental policies of the Funds, which can be changed only when permitted by
law and approved by a majority of the Funds' outstanding voting securities. The
non-fundamental investment restrictions can be changed by approval of a majority
of the Board of Trustees. A "majority of the outstanding voting securities"
means the lesser of (i) 67% of the shares represented at a meeting at which more
than 50% of the outstanding shares are represented in person or by proxy or (ii)
more than 50% of the outstanding shares.

Each Fund, except as indicated, may not:

(1) Invest more than 15% (10% with respect to the Money Market
Fund and Kansas Tax-Exempt Bond Fund) of the value of its net assets in
investments which are illiquid (including repurchase agreements having
maturities of more than seven calendar days, variable and floating rate
demand and master demand notes not requiring receipt of principal note
amount within seven days notice and securities of foreign issuers which
are not listed on a recognized domestic or foreign securities
exchange);

(2) Borrow money or pledge, mortgage or hypothecate its
assets, except that a Fund may enter into reverse repurchase agreements
or borrow from banks up to 33-1/3% (10% for Kansas Tax-Exempt Bond
Fund) of the current value of its net assets for temporary or emergency
purposes or to meet redemptions. Each Fund (except Kansas Tax-Exempt
Bond Fund) has adopted a non-fundamental policy to limit such borrowing
to 10% of its net assets and those borrowings may be secured by the
pledge of not more than 15% of the current value of its total net
assets (but investments may not be purchased by the Fund while any such
borrowings exist). With respect to the Kansas Tax-Exempt Bond Fund, all
borrowings in excess of 5% will be repaid before additional investments
are made. The Short-Term Bond Fund has adopted a non-fundamental policy
to limit its borrowings for other than temporary or defensive purpose
or to meet redemptions to an amount not to exceed an amount equal to 5%
of its net assets;

(3) Issue senior securities, except insofar as a Fund may be
deemed to have issued a senior security in connection with any
repurchase agreement or any permitted borrowing;

(4) Make loans, except loans of portfolio securities and
except that a Fund may enter into repurchase agreements with respect to
its portfolio securities and may purchase the types of debt instruments
described in its Prospectus or the SAI;

(5) Invest in companies for the purpose of exercising control
or management. This restriction is a fundamental policy of the Kansas
Tax-Exempt Bond Fund;

(6) Invest more than 10% of its net assets in shares of other
investment companies, except that the Kansas Tax-Exempt Bond Fund may
only purchase money market fund securities and that each Fund may
invest all of its assets in another investment company;

(7) Invest in real property (including limited partnership
interests but excluding real estate investment trusts and master
limited partnerships, debt obligations secured by real estate or
interests therein, and securities issued

-11-
<PAGE> 88

by other companies that invest in real estate or interest therein),
commodities, commodity contracts, or oil, gas and other mineral
resource, exploration, development, lease or arbitrage transactions.
The Kansas Tax-Exempt Bond Fund's policy with respect to oil, gas and
other mineral resource, exploration, development or leases is a
non-fundamental policy;

(8) Engage in the business of underwriting securities of other
issuers, except to the extent that the disposal of an investment
position may technically cause it to be considered an underwriter as
that term is defined under the Securities Act of 1933;

(9) Sell securities short, except to the extent that a Fund
contemporaneously owns or has the right to acquire at no additional
cost securities identical to those sold short. The Kansas Tax-Exempt
Bond Fund may not sell securities short;

(10) Purchase securities on margin, except that a Fund may
obtain such short-term credits as may be necessary for the clearance of
purchases and sales of securities;

(11) Purchase or retain the securities of any issuer, if those
individual officers and Trustees of the Trust, the Adviser, the
Sponsor, or the Distributor, each owning beneficially more than 1/2 of
1% of the securities of such issuer, together own more than 5% of the
securities of such issuer;

(12) Purchase a security if, as a result, more than 25% of the
value of its total assets would be invested in securities of one or
more issuers conducting their principal business activities in the same
industry (except that this restriction does not apply to the Money
Market Fund which will concentrate its investments in obligations
issued by the banking industry), provided that (a) this limitation
shall not apply to obligations issued or guaranteed by the U.S.
Government or its agencies and instrumentalities; (b) wholly-owned
finance companies will be considered to be in the industries of their
parents; and (c) utilities will be divided according to their services.
For example, gas, gas transmission, electric and gas, electric, and
telephone will each be considered a separate industry;

(13) Invest more than 5% of its net assets in warrants which
are unattached to securities, included within that amount, no more than
2% of the value of the Fund's net assets, may be warrants which are not
listed on the New York or American Stock Exchanges. The Kansas
Tax-Exempt Bond Fund may not purchase warrants, straddles, or spreads;

(14) Write, purchase or sell puts, calls or combinations
thereof, except that the Funds may purchase or sell puts and calls as
otherwise described in the Prospectus or SAI; however, no Fund will
invest more than 5% of its total assets in these classes of securities
for purposes other than bona fide hedging;

(15) Invest more than 5% of the current value of its total
assets in the securities of companies which, including predecessors,
have a record of less than three years' continuous operation (except
(i) obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities or (ii) municipal securities which are
rated by at least two NRSRO's or determined by the Adviser to be of
comparable quality) provided each Fund may invest all or a portion of
its assets in another open end management investment company with
substantially the same investment objective, policies and investment
restrictions as the Fund; or

-12-
<PAGE> 89

(16) With respect to 75% of its assets, purchase a security if
as a result, (1) more than 5% of its total assets would be invested in
any one issuer other than the U.S. Government or its agencies or
instrumentalities, or (2) the Fund would own more than 10% of the
outstanding voting securities of such issues. The Money Market Fund is
subject to the above restriction with respect to 100% of its assets.
The Kansas Tax-Exempt Bond Fund will not purchase more than 10% of the
voting securities of any one issuer.

The following restrictions apply to the International Multi-Manager
Stock Fund. All fundamental investment policies and non-fundamental policies of
the Fund and the Portfolio are identical. Therefore, although the following
discusses the investment policies of the Portfolio and the AMR Trust Board, it
applies equally to the Fund and the Trust's Board of Trustees.

The following nine restrictions have been adopted by the Portfolio and
may be changed with respect to the Portfolio only by the majority vote of the
Portfolio's outstanding interests, which as used herein means the lesser of (a)
67% of the interests of the Portfolio present at the meeting if the holders of
more than 50% of the interests are present and represented at the interest
holders' meeting or (b) more than 50% of the interests of the Portfolio.
Whenever the Fund is requested to vote on a change in the investment
restrictions of the Portfolio, the Fund will hold a meeting of its shareholders
and will cast its votes as instructed by its shareholders.

The Portfolio may not:

(1) With respect to 75% of its total assets purchase a
security if as a result, (1) more than 5% of its total assets would be
invested in securities of any one issuer other than obligations issued
by the U.S. Government, its agencies and instrumentalities, or (2) the
Fund would own more than 10% of the voting securities of any one
issuer;

(2) Invest more than 25% of its total assets in the securities
of companies primarily engaged in any one industry other than the U.S.
Government, its agencies and instrumentalities. In addition, finance
companies as a group are not considered a single industry for purposes
of this Policy. Wholly-owned finance companies will be considered to be
in the industries of their parent companies if their activities are
primarily related to financing the activities of their parent;

(3) Purchase or sell real estate or real estate limited
partnership interests, provided, however, that the Portfolio may invest
in securities secured by real estate or interests therein or issued by
companies which invest in real estate or interests therein when
consistent with the other policies and limitations described in the
Prospectus;

(4) Purchase or sell commodities (including direct interests
and/or leases in oil, gas or minerals) or commodities contracts, except
with respect to forward foreign currency exchange contracts, foreign
currency futures contracts and "when-issued" securities when consistent
with the other policies and limitations described in the Prospectus;

(5) Engage in the business of underwriting securities issued
by others, except to the extent that, in connection with the
disposition of securities, the Portfolio may be deemed an underwriter
under federal securities law;

(6) Make loans to any person or firm, provided, however, that
the making of a loan shall not be construed to include (i) the
acquisition for investment of bonds, debentures, notes or other
evidences of indebtedness of any

-13-
<PAGE> 90

corporation or government which are publicly distributed or (ii) the
entry into repurchase agreements and further provided, however, that
the Portfolio may lend its portfolio securities to broker-dealers or
other institutional investors in accordance with the guidelines stated
in the Prospectus;

(7) Purchase from or sell portfolio securities to its
officers, Trustees or other "interested persons," as defined under the
1940 Act, of the AMR Trust, including its investment advisers and their
affiliates, except as permitted by the 1940 Act and exemptive rules or
orders thereunder;

(8) Issue senior securities except that the Portfolio may
engage in when-issued securities and forward commitment transactions
and may engage in currency futures and forward currency contracts; or

(9) Borrow money, except from banks or through reverse
repurchase agreements for temporary purposes in an aggregate amount not
to exceed 10% of the value of its total assets at the time of
borrowing. In addition, although not a fundamental policy, the
Portfolio intends to repay any money borrowed before any additional
portfolio securities are purchased.

The following non-fundamental investment restrictions apply to the
Portfolio and may be changed with respect to the Portfolio by a majority vote of
the AMR Trust Board. The Portfolio may not:

(1) Purchase securities on margin, effect short sales (except
that the Portfolio may obtain such short-term credits as may be
necessary for the clearance of purchases or sales of securities) or
purchase or sell call options or engage in the writing of such options;
or

(2) Invest more than 15% of its net assets in illiquid
securities.

The Portfolio may invest up to 10% of its total assets in the
securities of other investment companies to the extent permitted by law. The
Portfolio may incur duplicate advisory or management fees when investing in
another mutual fund.

KANSAS RISK FACTORS

The following information is a brief summary of particular Kansas state
factors effecting the Kansas Tax-Exempt Bond Fund and does not purport to be a
complete description of such factors. The financial condition of the state, its
public authorities and local governments could affect the market values and
marketability of, and therefore the net asset value per share and the interest
income of the Fund, or result in the default of existing obligations, including
obligations which may be held by the Fund. Further, the state faces numerous
forms of litigation seeking significant damages which, if awarded, may adversely
affect the financial situation of the state or issuers located in such state. It
should be noted that the creditworthiness of obligations issued by local issues
may be unrelated to the creditworthiness of a state, and there is no obligation
on the part of the state to make payment on such local obligations in the event
of default in the absence of a specific guarantee or pledge provided by a state.
The information contained below is based primarily upon information derived from
state official statements, Certified Annual Financial Reports, state and
industry trade publications, newspaper articles, other public documents relating
to securities offerings of issuers of such states, and other historically
reliable sources. It has not been independently verified by

-14-
<PAGE> 91

the Fund. The Fund makes no representation or warranty regarding the
completeness or accuracy of such information. The market value of shares of the
Fund may fluctuate due to factors such as change in interest rates, matters
affecting a particular state, or for other reasons.

General Economic Conditions. Kansas is the 14th largest state in terms
of size with an area in excess of 82,000 square miles. It is rectangular in
shape and is 411 miles long from east to west and 208 miles wide. The geographic
center of the 48 contiguous states lies within its borders. Kansas became the
34th state in 1861 and Topeka was chosen to be the capitol later that year. The
population of the State of Kansas has grown from 2,477,588 in 1990 to 2,572,000
in 1996. This represents a percentage increase of 3.1%. In comparison, the
growth in population of the United States was 4.7%.

The performance of the Kansas economy remained steady in 1997. This
stability was due largely to the continued expansion in aircraft manufacturing
and the recovery of the farm economy. The major economic trends indicate that
nominal personal income in Kansas grew at a 6.5 percent rate during 1997. This
is an increase of 0.5 percent over the 1996 rate of 6.0 percent. Employment by
place of residence grew by 4.4 percent in 1997 compared to 0.4 percent in 1996,
while employment by place of work increased by 2.5 percent in both 1996 and
1997. The state unemployment rate of 3.7 percent for 1997 was down from 4.5
percent in 1996.

Budgetary Process. The Governor is statutorily mandated to present
spending recommendations to the Legislature. "The Governor's Budget Report"
reflects expenditures for both the current and upcoming fiscal years and
identifies the sources of financing for those expenditures. The Legislature uses
"The Governor's Budget Report" as a guide as it appropriates the money necessary
for state agencies to operate. Only the Legislature can authorize expenditures
by the State of Kansas. The Governor recommends spending levels, while the
Legislature chooses whether to accept or modify those recommendations. The
Governor may veto legislative appropriations, although the Legislature may
override any veto by two-thirds majority vote.

The state "fiscal year" runs from July 1 to the following June 30 and
is numbered for the calendar year in which it ends. The "current fiscal year" is
the one which ends the coming June. The "actual fiscal year" is the year which
concluded the previous June. The "budget year" refers to the next fiscal year,
which begins the July following the Legislature's adjournment.

In "The FY 1999 Governor's Budget Report," the actual fiscal year is
fiscal year 1997, the current fiscal year is fiscal year 1998, and the budget
year is fiscal year 1999. By law, "The Governor's Budget Report" must reflect
actual year spending, the Governor's revised spending recommendations for the
current fiscal year, state agency spending requests for the budget year, and the
Governor's spending recommendations for the budget year. The budget
recommendations cannot include the expenditure of anticipated income
attributable to proposed legislation.

Revenues and Expenditures. The State General Fund is the largest of the
"uncommitted" revenue sources available to the state. It is also the fund to
which most general tax receipts are credited. The Legislature may spend State
General Fund dollars for any purpose. All revenues coming into the state
treasury not specifically authorized by statute or the constitution to be placed
in a separate fund are deposited in the State General Fund.

Fiscal Year 1998. For FY 1998, the Governor and the 1997 Legislature
had approved a total budget of $7.99 billion, with $3.84 billion from the State
General Fund. The Governor's revised recommendations for FY 1998 total $8.15
billion from

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<PAGE> 92

all funding sources, with $3.84 billion from the State General Fund. The
difference between the approved and the revised budgets is attributable mainly
to increased federal funds for the Department of Social and Rehabilitation
Services and Department of Human Resources, federal flood funding in the
Department of Commerce and Housing, and additional expenditures at the
University of Kansas Medical Center. In addition, a number of agencies shifted
expenditures approved for FY 1997 into FY 1998, and it is assumed that those
expenditures, which total $34.7 million, will take place in FY 1998. Overall,
approximately $104.4 million of the increase is available because of additional
federal funds, and $50.0 million in other program and funding changes. The
Governor's recommendations for FY 1998 include 42,348.9 positions, a reduction
of over 100 positions from the approved total.

Fiscal Year 1999. For FY 1999, the Governor recommends a budget from
all funding sources of $8.55 billion, with a State General Fund recommendations
of $4.08 billion. The recommendation funds 41,893.5 positions and provides a
total of $148.4 million from the State General Fund to offset property tax cuts.
All funding sources increases also include over $50.0 million from federal
funds, a $34.5 million increase in Kansas Public Employees Retirement System
(KPERS) contributions, and $27.5 million for Department of Transportation
funding

Enhancements are provided for elementary and secondary education
programs and for the Regents institutions. The Governor's recommendations fully
fund the second year of welfare reform and provides both long-term care and
nutrition services for Kansas' elderly citizens.

The one-time $66.6 million corporate income tax payment allows the
Governor to recommend a number of technology enhancements for educational
institutions, including higher education, vocational schools, and elementary and
secondary education. A total of $10.0 million is recommended to improve the
quality of state parks, with the expectation that those improvements will be
accomplished over three years. In addition, several smaller capital improvements
are recommended for state agencies. Finally, $3.0 million is recommended for
construction of a facility for the Dole Institute, which will be located on the
campus of the University of Kansas.

The Governor's recommendations will require state agencies to manage
their resources carefully while acknowledging the commitment to efficient and
effective service delivery that agencies have made and must continue. In
recognition of the additional responsibilities accepted by state employees as
the size of the state work force continues to decline, the Governor recommends
full funding of step movement and longevity for classified employees as well as
a 1.5 percent base salary adjustment. For unclassified employees and Regents
faculty, the Governor recommends a 4.0 percent funding pool to be distributed on
the basis of performance merit.

In FY 1999, the State of Kansas will receive $2,003.4 million in
federal grants, which represents 24.3 percent of total receipts. The FY 1999
estimated receipts reflect an increase of $178.4 million, or 9.8 percent from FY
1998. The Department of Social and Rehabilitation Services (SRS) will receive
the most federal funds, 42.4 percent of the total. SRS will receive $86.4
million more in FY 1999 than FY 1998, including approximately $30.0 million for
providing health insurance

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<PAGE> 93

to children. The remainder of the increase will help fund the rising medical
caseload and provide increases to various federally supported programs. The
Department on Aging, which will receive 10.2 percent of all federal dollars,
will realize an additional $16.8 million in FY 1999, also to fund long-term care
caseload increases. The Department of Transportation receives the second highest
amount of federal funds at 13.6 percent. Approximately $100.0 million more
federal dollars will flow through this Department in FY 1999 than FY 1998 to
match state efforts for highway construction, maintenance, and other projects.
The Department of Education will receive approximately 11.5 percent of the
total, as will the Regents institutions, and the Department of Health and
environment will receive 4.4 percent. The remaining 6.4 percent is distributed
to 26 other state agencies.

Dedicated sales tax receipts represent revenues from four taxes that
are collected for a specific purpose and are deposited in special revenue funds,
rather than the State General Fund. Taxes on motor fuels and vehicle
registrations as well as a dedicated sales tax of one-quarter of a cent are
credited to the State Highway Fund. A statewide property tax of 1.5 mills is
assessed for construction and maintenance of state buildings at Regents
institutions and state hospitals. This revenue category represents 6.6% of total
receipts for fiscal year 1999.

Other special revenue receipts include license fees, interest earnings
on special revenue funds, non-federal grants, the sale of state property, and
numerous other miscellaneous revenue sources. This revenue category represents
6.2% of total receipts for fiscal year 1999. Non revenue receipts are
collections and reimbursements not considered revenue. Examples include
collections by the Department of Human Resources for the payment of unemployment
benefits and collections by KPERSS for payment of retirement benefits.
Collections made by SRS from absent parents for child support are also included
in this category. This category represents 8.7% of total receipts for fiscal
year 1999. Lottery ticket sales account for the remaining 2.2% of total receipts
for fiscal year 1999 from all funding sources.

Debt Administration and Limitation. The State of Kansas finances a
portion of its capital expenditures with various debt instruments. Of capital
expenditures that are debt-financed, revenue bonds and loans from the Pooled
Money Investment Board finance most capital improvements for buildings, and
certificates of participation and "third-party" financing pay for most capital
equipment. The Kansas Constitution makes provision for the issuance of general
obligation bonds subject to certain restrictions; however, no bonds have been
issued under this provision for many years. No other provision of the
Constitution or state statute limits the amount of debt that can be issued. As
of June 30, 1999, the state had authorized but unissued debt of $155,015,000.

Although the State of Kansas has no general obligation debt rating,
some recent bond issues have been rated. The underlying ratings for the most
recently issued revenue bonds were A1 and AA - from Moodys and Fitch,
respectively. The ratings for the most recently issued fixed rate bonds issued
by the Kansas Department of Transportation were Aa and AA from Moodys and
Standard and Poor's, respectively.

In October 1997, Standard & Poor's assigned an issue credit rating of
AA+ to the State of Kansas. Standard and Poor's credit rating reflects the
state's credit quality in the absence of general obligation debt. Other credit
factors include a very low debt burden with no significant future capital needs,
a broadening and diversified economy that has demonstrated strong performance
and declining

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<PAGE> 94

unemployment, and conservative fiscal management and sound financial operations,
with ample statutorily mandated cash reserves.

The Kansas Department of Transportation issues debt to finance highway
projects. The Comprehensive Highway Program began during fiscal year 1989. The
20-year bonds will be retired with motor fuel taxes, motor vehicle registration
fees, retail sales and compensating use taxes, and accrued interest. During
fiscal years 1995 and 1996, the state sold bonds totaling approximately $167.1
million and $61.1 million, respectively. Again, the largest use of the bond
proceeds was $140 million of the FY 1995 amount for the Comprehensive Highway
Program.

Other State of Kansas debt is issued by the Kansas Development Finance
Authority (KDFA), an independent instrumentality of the state which was created
in 1987 for this purpose.

Crumbling Classroom Initiative. Consistent with the Governor's
recommendation that revenue bonds be issued to address the capital needs of the
universities, the 1996 Legislature approved the Crumbling Classroom initiative.
Based on concerns for the aging buildings on the state's campuses, bonds have
been issued to address a wide variety of rehabilitation and repair projects at
the six universities. With estimated interest earnings on the bonds, projects at
the universities will total approximately $171.9 million, $8.35 million higher
than originally anticipated. Of the additional monies, it is anticipated that
$7.5 million will be allocated to the universities for major remodeling and new
construction projects based on the standard rehabilitation and repair formula.
The additional monies will offset private gifts; the size of the approved
project has not been increased.

Debt service on these bonds will be paid over 15 years, with each
year's payment totaling $15.0 million, except in FY 1997, the first year, which
was $14.0 million from capitalized interest. Revenues from the Educational
Building Fund have been appropriated through FY 2000 to pay debt service.
Revenue projections for the fund indicate a reserve of monies will be available
for emergencies or additional maintenance projects, as needs arise.
In November 1996, the first series of bonds totaling $50.0 million were
issued to provide an initial flow of cash to start the projects. In October
1997, a second series of $110.3 million were issued. Prior to the issuance of
bonds, the cash flow needs of the campuses were evaluated, as was the bond
market.
El Dorado Correctional Facility Site Utilities Project. In FY 1998,
KDFA issued $5.6 million in bonds to finance the replacement of site utilities
at this Facility. The original installation of heat insulation around the
steamlines has failed, allowing heat to escape and damage other utilities. The
Office of the Attorney General has filed litigation against the contractor,
manufacturer, and project architect to recover the costs of the replacement. All
cost recoveries will be used to finance the debt service payments. The first
payment begins in FY 1999, and the Governor recommends $78,000 from the State
General Fund for this purpose.

Energy Conservation Improvement Program. SB 322, enacted by the 1989
Legislature, authorized KDFA to issue bonds to fund project costs not to exceed
$5.0 million to finance energy conservation projects at state facilities. The
bonds are to be retired by savings realized from the energy conservation
improvements

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<PAGE> 95

undertaken, reflected as a reduction in utility costs. Each year by October 1,
KDFA certifies to the Director of the Budget a list of energy conservation
improvement projects financed with energy conservation bond funds, along with
repayment schedules for each project.

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<PAGE> 96

MANAGEMENT

TRUSTEES AND OFFICERS

The age, address and principal occupations for the past five years of
each Trustee and executive officers of the Trust are listed below. The address
of each, unless otherwise indicated, is 3435 Stelzer Road, Columbus, Ohio 43219.

G.L. Best, Age: 49, Trustee. Vice President, Finance and
Administration, of Williams Energy Services Company; Treasurer of The Williams
Companies (1992-1995).

Terry L. Carter, Age: 49, Trustee. Senior Vice President of QuikTrip
Corporation.

Thomas F. Kice, Age: 48, Trustee. President of Kice Industries Inc.

George Mileusnic, Age: 43, Trustee. Executive Vice President of
Operations of North American Division of The Coleman Co., Inc.

John J. Pileggi, Age: 39, Chairman of the Board of Trustees. Director
of Furman Selz LLC since 1994; Senior Managing Director of Furman Selz LLC
(1992-1994); Managing Director of Furman Selz LLC (1984-1992).

Thomas E. Shea, Age: 48, Trustee. Treasurer of Western Resources, Inc.,
a diversified energy company.

David Bunstine, Age 32, President. Director, BISYS Fund Services, Inc.,
since 1987.

Ellen Stoutamire, Age: 49, Secretary. Vice President of Client Legal
Services, BISYS Fund Services; Associate Counsel, Franklin Templeton, Vice
President (1995-1997) and formerly General Counsel, Pioneer Western Corporation.

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<PAGE> 97

COMPENSATION TABLE
For Period 1/21/97 through 10/31/97

PENSION OR
RETIREMENT
BENEFITS ESTIMATED TOTAL
AGGREGATE ACCRUED ANNUAL COMPENSATION
COMPENSATION AS PART BENEFITS FROM
FROM OF FUND UPON THE FUND
THE FUND EXPENSES RETIREMENT COMPLEX
-------- -------- ---------- -------

<S> <C> <C> <C>
G.L. Best, Trustee $1,500 0 N/A $1,500
Terry L. Carter, Trustee $2,500 0 N/A $2,500
Thomas F. Kice, Trustee $2,500 0 N/A $2,500
George Mileusnic, Trustee $2,500 0 N/A $2,500
John J. Pileggi, Trustee $2,500 0 N/A $2,500
Thomas E. Shea, Trustee $2,500 0 N/A $2,500

</TABLE>

Trustees of the Trust not affiliated with the Sponsor receive from the
Trust an annual retainer of $1,000 and a fee of $1,000 for each Board of
Trustees meeting and $1,000 for each Board committee meeting of the Trust
attended and are reimbursed for all out-of-pocket expenses relating to
attendance at such meetings. Trustees who are affiliated with the Sponsor do not
receive compensation from the Trust.

As of February 4, 1998, Officers and Trustees of the Trust, as a group,
own less than 1% of the outstanding shares of the Funds.

TRUSTEES AND OFFICERS OF AMR INVESTMENT SERVICES TRUST ("AMR TRUST")

The following information relates to the principal occupations of each
Trustee and executive officer of the AMR Trust during the past five years.

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<PAGE> 98

Unless otherwise indicated, the address of each person listed below is
4333 Amon Carter Boulevard, MD 5645, Fort Worth, Texas 76155.

<TABLE>
<CAPTION>
POSITION WITH PRINCIPAL OCCUPATION DURING
NAME, AGE AND ADDRESS AMR TRUST PAST 5 YEARS
- --------------------- --------- ------------
<S> <C> <C>
William F. Quinn* (50) Trustee and President, AMR Investment
President Services, Inc. (1986-Present);
Chairman, American Airlines
Employees Federal Credit Union
(1989-Present); Trustee,
American Performance Funds
(September 1990-July 1994);
Director, Crescent Real Estate
Equities, Inc. (April 1994-
Present); Trustee, American
AAdvantage Funds (1987-
Present); and Trustee, American
AAdvantage Mileage Funds (1995-
Present).

Alan D. Feld (60) Trustee Partner, Akin, Gump, Strauss,
1700 Pacific Ave., Hauer & Feld LLP (1960-
Suite 4100 Present)**, Director, Clear
Dallas, TX 75201-4618 Channel Communications (1984-
Present); Director, CenterPoint
Properties, Inc. (1994-
Present); Trustee, American
AAdvantage Funds and American
AAdvantage Mileage Funds (1996-
Present).

Ben J. Fortson (65) Trustee President and CEO, Fortson Oil
301 Commerce St., Company (1958-Present);
Suite 3301 Director, Kimbell Art
Fort Worth, TX 76102 Foundation (1964-Present);
Director, Burnett Foundation
(1987-Present); Honorary
Trustee, Texas Christian
University (1986-Present);
Trustee, American AAdvantage
Funds and American AAdvantage
Mileage Funds (1996-Present).
</TABLE>

-22-
<PAGE> 99

<TABLE>
<CAPTION>
POSITION WITH PRINCIPAL OCCUPATION DURING
NAME, AGE AND ADDRESS AMR TRUST PAST 5 YEARS
- --------------------- --------- ------------
<S> <C> <C>
John S. Justin (81) Trustee Chairman and Chief Executive
2821 West Seventh Street Officer, Justin Industries,
Fort Worth, Texas 76107 Inc. (a diversified holding
company) (1969-Present);
Executive Board Member, Blue
Cross/Blue Shield of Texas
(1985-Present); Board Member,
Zale Lipshy Hospital (1993-
Present); Trustee, Texas
Christian University (1980-
Present); Director and
Executive Board Member,
Moncrief Radiation Center
(1985-Present); Director, Texas
New Mexico Enterprises (1984-
1993); Director, Texas New
Mexico Power Company (1979-
1993); Trustee, American
AAdvantage Funds (1989-
Present); and Trustee, American
AAdvantage Mileage Funds (1995-
Present).

Stephen D. O'Sullivan*(62) Trustee Consultant (1994-Present); Vice
President and Controller,
American Airlines, Inc. (1985-
1994), Trustee, American
AAdvantage Funds (1987-
Present); and Trustee, American
AAdvantage Mileage Funds (1995-
</TABLE>

-23-
<PAGE> 100

<TABLE>
<CAPTION>
POSITION WITH PRINCIPAL OCCUPATION DURING
NAME, AGE AND ADDRESS AMR TRUST PAST 5 YEARS
- --------------------- --------- ------------
<S> <C> <C>
Roger T. Staubach (56) Trustee Chairman of the Board and Chief
6750 LBJ Freeway Executive Officer (1982-
Dallas, Texas 75240 Present) and President (1983-
1991) of The Staubach Company
(a commercial real estate
company); Director, Halliburton
Company (1991-present);
Director, Brinker International (1993-
present); Director, International
Home Foods, Inc. (1997-present);
Member of the Advisory Board,
The Salvation Army; Member of
the Advisory Board, Dallas
International Sports
Commission; Member of the
Advisory Board, Hartford
Whalers Hockey Club; Trustee,
Institute for Aerobics
Research; Member of Executive
Council, Daytop/Dallas; former
quarterback of the Dallas
Cowboys professional football
team; Trustee, American
AAdvantage Funds and American
AAdvantage Mileage Funds (1995-
Present).

Kneeland Youngblood Trustee President, Youngblood
(41) Enterprises, Inc. an
2305 Cedar Springs Road investment and management
Suite 401 firm) (1983-Present); Trustee,
Dallas, Texas 75201 Teachers Retirement System of
Texas (1993-Present); Director,
United States Enrichment
Corporation (1993-Present);
Director, Just For the Kids
(1995-Present); Director,
Starwood Financial Trust
(1998-Present) Member, Council
on Foreign Relations (1995-
Present); Trustee, American
AAdvantage Funds and American
AAdvantage Mileage Funds (1996-
Present).

Nancy A. Eckl (35) Vice President Vice President, AMR Investment
Services, Inc. (1990-Present).

Michael W. Fields (44) Vice President Vice President, AMR Investment
</TABLE>

-24-
<PAGE> 101

<TABLE>
<CAPTION>
POSITION WITH PRINCIPAL OCCUPATION DURING
NAME, AGE AND ADDRESS AMR TRUST PAST 5 YEARS
- --------------------- --------- ------------
<S> <C> <C>
Barry Y. Greenberg (34) Vice President Director, Legal and Compliance,
and Assistant AMR Investment Services, Inc.
Secretary (1995-Present); Branch Chief
(1992-June 1995) and Staff
Attorney (1988-1992),
Securities and Exchange
Commission.
Rebecca L. Harris (31) Treasurer Director of Finance (1995-
Present), Controller (1991-
1995), AMR Investment Services,
Inc.

John B. Roberson (39) Vice President Vice President, AMR Investment
Services, Inc. (1991-Present).

Thomas E. Jenkins, Jr. (31) Assistant Senior Compliance Analyst, AMR
Secretary Investment Services, Inc.
(1996-Present); Staff
Accountant (1994-1996) and
Compliance Examiner (1991-
1994), Securities and Exchange
Commission.

Adriana R. Posada (43) Assistant Senior Compliance Analyst
Secretary (1996-Present) and Compliance
Analyst (1993-Present), AMR
Investment Services, Inc.;

Robert J. Zutz (45) Secretary Partner, Kirkpatrick & Lockhart
1800 Massachusetts Ave. NW LLP (law firm).
Washington, D.C. 20036
</TABLE>

* Messrs. Quinn and O'Sullivan, by virtue of their current or former
positions, are deemed to be "interested persons" of the AMR Trust as
defined by the 1940 Act.

** The law firm of Akin, Gump, Strauss, Hauer & Feld LLP ("Akin, Gump")
provides legal services to American Airlines, Inc., an affiliate of AMR
Investment Services, Inc. Mr. Feld has advised the AMR Trust that he
has had no material involvement in the services provided by Akin, Gump
to American Airlines, Inc. and that he has received no material benefit
in connection with these services. Akin, Gump does not provide legal
services to AMR Investment Services, Inc. or AMR Corporation.

All Trustees and officers as a group own less than 1% of the
outstanding shares of the AMR Trust.

As compensation for their service to the AMR Trust, the Independent
Trustees and their spouses receive free air travel from American Airlines, Inc.,
an affiliate of AMR. Trustees are also reimbursed for any expenses incurred in
attending Board meetings. Mr. O'Sullivan, who as a retiree of American Airlines,
Inc. already receives free airline travel, receives compensation annually of up
to three round-trip airline tickets for each of his three adult children. The
Trust does not

-25-
<PAGE> 102

pay for these travel arrangements. However, the Trust compensates each Trustee
with payments in an amount equal to the Trustees' income tax on the value of
this free airline travel. These amounts are reflected in the following table for
the fiscal year ended October 31, 1997.

<TABLE>
<CAPTION>
PENSION OR
RETIREMENT
BENEFITS
ACCRUED ESTIMATED TOTAL
AGGREGATE PART OF ANNUAL COMPENSATION
COMPENSATION THE AMR BENEFITS FROM
FROM TRUST'S UPON AMR'S FUND
NAME OF TRUSTEE THE TRUST EXPENSES RETIREMENT COMPLEX
- --------------- --------- -------- ---------- -------

<S> <C> <C> <C> <C>
William F. Quinn $ 0 $0 $0 $ 0
Alan D. Feld $15,962 $0 $0 $63,850
Ben J. Fortson $ 6,802 $0 $0 $27,209
John S. Justin $ 225 $0 $0 $ 901
Stephen D. O'Sullivan $ 493 $0 $0 $ 1,973
Roger T. Staubach $ 8,269 $0 $0 $33,076
Kneeland Youngblood, M.D. $ 9,525 $0 $0 $38,099
</TABLE>

INVESTMENT ADVISERS

INTRUST Bank, N.A. ("INTRUST") has provided investment advisory
services to the Funds since inception pursuant to an Advisory Agreement with the
Trust (the "Advisory Agreement"). Subject to such policies as the Trust's Board
of Trustees may determine, INTRUST makes investment decisions for the Funds. The
Advisory Agreement provides that, as compensation for services thereunder,
INTRUST is entitled to receive from each Fund it manages a monthly fee at an
annual rate based upon average daily net assets of the Fund as set forth in the
table of Fund Expenses in the Prospectus.

INTRUST is a majority-owned subsidiary of INTRUST Financial Corporation
(formerly First Bancorp of Kansas), a bank holding company. INTRUST is a
national banking association which provides a full range of banking and trust
services to clients. As of December 31, 1997, total assets under management were
approximately $2 billion. The principal place of business address of the Adviser
is 105 North Main Street, Box One, Wichita, Kansas 67201.

The Investment Advisory Contracts for the Funds will continue in effect
for a period beyond two years from the date of their execution only as long as
such continuance is approved annually (i) by the holders of a majority of the
outstanding voting securities of the Funds or by the Board of Trustees and (ii)
by a majority of the Trustees who are not parties to such Contract or
"interested persons" (as defined in the 1940 Act) of any such party. The
Contracts may be terminated without penalty by vote of the Trustees or the
shareholders of the Funds, or by the Adviser, on 60 days' written notice by
either party to the Contract and will terminate automatically if assigned.

ARK Asset Management Co., Inc. ("ARK") serves as sub-adviser to the
Stock Fund. Located in New York, ARK's predecessor was established in 1929 as
the private money management division of Lehman Brothers. In 1989, the division
became an independent company when the employees purchased the institutional
money management business from Shearson Lehman Brothers. As of September 30,
1997, ARK managed approximately $ 27.5 billion, including $ 17.3 billion in
large capitalization value portfolios, for more than 154 institutional and
individual clients. The minimum account size for a separately managed Large Cap
Value account is $50 million.

-26-
<PAGE> 103

Galliard Capital Management ("Galliard") serves as sub-adviser to the
Short-Term Bond Fund and the Intermediate Bond Fund. Galliard, a wholly-owned
subsidiary of Norwest Bank Minnesota, was formed July 1, 1995 to specialize in
the management of institutional fixed income portfolios. As of December 31,
1997, Galliard managed approximately $3.4 billion in assets.

AMR Investment Services, Inc. serves as sub-advisor to the Money Market
Fund. AMR, located at 4333 Amon Carter Boulevard, MD 5645, Fort Worth, Texas
76155, is a wholly-owned subsidiary of AMR Corporation, the parent company of
American Airlines, Inc., and was organized in 1986 to provide business
management, advisory, administrative and asset management consulting services.
American Airlines, Inc. is not responsible for investments made by AMR. As of
December 31, 1997, AMR provides investment advice with respect to approximately
$18.4 billion in assets, including approximately $14.2 billion of assets on
behalf of AMR Corporation and its primary subsidiary, American Airlines, Inc.
For the subadvisory services it provides to the Money Market Fund, AMR receives
from the Adviser and not the Funds monthly fees based upon average daily net
assets at the annual rate of 0.20%.

THE PORTFOLIO

AMR oversees all administrative, investment advisory and portfolio
management services to the Portfolio. The assets of the Portfolio are allocated
by AMR among one or more investment advisers. AMR also acts as investment
adviser to the Portfolio and is required to furnish at its expense all services,
facilities and personnel necessary in connection with managing and administering
the Portfolio's investments and effecting portfolio transactions for the
Portfolio.

AMR provides the Portfolio with office space, office equipment and
personnel necessary to manage and administer the Portfolio's operations. This
includes complying with reporting requirements; corresponding with shareholders;
maintaining internal bookkeeping, accounting and auditing services and records;
and supervising the provision of services to the Portfolio by third parties. AMR
also develops the investment program for the Portfolio, selects and changes
investment advisers (subject to approval by the AMR Trust Board and appropriate
interest holders), allocates assets among investment advisers, monitors the
investment advisers' investment programs and results, and coordinates the
investment activities of the investment advisers to ensure compliance with
regulatory restrictions.

AMR pays the fees of the investment advisers of the Portfolio. As
compensation for paying the investment advisory fees and for providing the
Portfolio with advisory and asset allocation services, AMR receives from AMR
Trust an annualized fee which is calculated and accrued daily, equal to the sum
of 0.10% of the net assets of the Portfolio, plus all fees payable by AMR to the
Portfolio Advisers. AMR receives compensation for administrative and oversight
functions relating to securities lending of the Portfolio. Currently AMR
receives 10% of the net annual interest income from the investment of each
collateral or 10% of the loan fees posted by borrowers.

AMR may enter into new or modified advisory agreements with existing or
new investment advisers without approval of International Multi-Manager Stock
Fund shareholders or Portfolio interest holders, but subject to approval of the
Board and the AMR Trust Board. The SEC issued an exemptive order which
eliminates the need for shareholder/interest holder approval, subject to
compliance with certain conditions. These conditions include the requirement
that within 90 days of hiring a new advisor or implementing a material change
with respect to an advisory contract, the Portfolio send a notice to
shareholders containing information about the change that would be included in a
proxy statement.

-27-
<PAGE> 104

The Advisory Agreement between the Portfolio and AMR will continue in
effect only if such continuance is specifically approved at least annually by
the Board of Trustees of the AMR Trust or by vote of the holders of beneficial
interest of the Portfolio, and in either case by a majority of the Trustees of
the AMR Trust who are not parties to the Advisory Agreement or interested
persons of any such party, at a meeting called for the purpose of voting on the
Advisory Agreement.

The Advisory Agreement with respect to the Portfolio is terminable
without penalty by the Portfolio on 60 days' written notice when authorized
either by vote of the Portfolio's shareholders or by a vote of a majority of the
Board of Trustees of the AMR Trust, or by AMR on not more than 60 days' nor less
than 30 days' written notice, and will automatically terminate in the event of
its assignment. The Advisory Agreement also provides that, with respect to the
Portfolio, neither AMR nor its personnel shall be liable for any error of
judgment or mistake of law or for any act or omission in the performance if its
or their duties to the Portfolio, except for willful misfeasance, bad faith or
gross negligence in the performance of AMR's or their duties or by reason of
reckless disregard of its or their obligations and duties under the Advisory
Agreement. The Advisory Agreement provides that AMR may render services to
others.

The advisory fees are accrued daily and paid monthly. The Adviser, in
its sole discretion, may waive all or any portion of its advisory fee with
respect to the Portfolio.

Following is a description of the Portfolio Advisers, each of which has
been retained by AMR, on behalf of the Portfolio, to provide advisory services
to the Portfolio.

Hotchkis and Wiley, 800 West Sixth Street, 5th Floor, Los Angeles,
California 90017, is a professional investment counseling firm which was founded
in 1980 by John F. Hotchkis and George Wiley. Hotchkis and Wiley is a division
of the Capital Management Group, a wholly-owned indirect subsidiary of Merrill
Lynch & Co., Inc. Assets under management as of December 31, 1997 were
approximately $12.3 billion, which included approximately $1.1 billion of assets
of AMR and its subsidiaries and affiliated entities. Hotchkis and Wiley also
serves as an investment adviser to the Balanced Portfolio and the Growth and
Income Portfolio of the AMR Trust. The advisory contract provides for AMR to pay
Hotchkis and Wiley an annualized fee equal to 0.60% of the first $10 million of
assets under its discretionary management, 0.50% of the next $140 million of
assets 0.30% on the next $50 million of assets 0.20% of the next $800 million of
assets and 0.15% of all excess AMR Trust assets managed by Hotchkis and Wiley.

Morgan Stanley Asset Management Inc. ("MSAM"), 25 Cabot Square, London,
United Kingdom E144QA, is a wholly owned subsidiary of Morgan Stanley, Dean
Witter, Discover & Co. MSAM provides portfolio management and named fiduciary
services to taxable and nontaxable institutions, international organizations and
individuals investing in United States and international equity and debt
securities. As of September 30, 1997, MSAM had assets under management totaling
approximately $142.5 billion, including approximately $122.3 billion under
active management and $20.2 billion as named fiduciary or fiduciary adviser. As
of September 30, 1997, MSAM had investment authority over approximately $561.9
million of assets of AMR and its subsidiaries and affiliated entities. For its
services, AMR pays MSAM an annual fee equal to 0.80% of the first $25 million in
AMR Trust assets under its discretionary management, 0.60% of the next $25
million in assets, 0.50% of the next $24 million in assets and 0.40% on all
excess assets.

Templeton Investment Counsel, Inc. ("Templeton"), 500 East Broward
Blvd., Suite 2100, Fort Lauderdale, Florida 33394-3091, is a professional
investment counseling firm which has been providing investment services since
1979. Templeton is indirectly

-28-
<PAGE> 105

owned by Franklin Resources, Inc. As of December 31, 1997, Templeton had
discretionary investment management authority with respect to approximately
$21.7 billion of assets, including approximately $511.6 million of assets of AMR
and its subsidiaries and affiliated entities. For its services, AMR pays
Templeton an annualized fee equal to 0.50% of the first $100 million in AMR
Trust assets under its discretionary management, 0.35% of the next $50 million
in assets, 0.30% of the next $250 million in assets and 0.25% on assets over
$400 million.

Advisory Fees. For the fiscal year ended October 31, 1997, the Advisers
and Subadvisers to the separate Funds were entitled to advisory fees in the
following amounts:

-29-
<PAGE> 106

<TABLE>
<CAPTION>
ADVISORY FEES
-------------
FYE 10/31/97
------------
EARNED WAIVED
------ ------
<S> <C> <C>
AMR Investment Services, Inc.
Money Market Fund(a) $120,772 $72,463
International Multi-Manager
Stock Fund (c) 87,171 10,897
Galliard Capital Management, Inc.
Short-Term Bond Fund(b) $129,156 $67,807
Intermediate Bond Fund(b) 108,244 29,767
Ark Asset Management, Inc.
The Stock Fund(b) $423,540 $55,060
INTRUST Bank, N.A.
Kansas Tax-Exempt Bond Fund(d) $50,811 $50,811
</TABLE>

(a) Commenced operations on January 23, 1997.
(b) Commenced operations on January 21, 1997.
(c) Commenced operations on January 20, 1997.
(d) For the period from September 1, 1997 through October 31, 1997.
Effective September 1, 1997, the Kansas Tax-Exempt Bond fund changed
its fiscal year end to October 31, 1997.

For the fiscal year ended August 31, 1997, INTRUST Bank, N.A., as
Adviser to the Kansas Tax-Exempt Bond Fund, was entitled to advisory fees in the
amount of $241,317 from the Fund but waived these fees in their entirety. For
the fiscal years ended August 31, 1996 and August 31, 1995, INTRUST Bank, N.A.,
as Advisor to the Kansas Tax Free Income Portfolio of SEI Tax-Exempt Trust, the
predecessor to the Fund (the "Predecessor Kansas Fund"), was entitled to
advisory fees in the amount of $202,000 and $188,000 respectively, but waived
these fees in their entirety.

DISTRIBUTION OF FUND SHARES

The Trust retains BISYS to serve as principal underwriter for the
shares of the Funds pursuant to a Distribution Contract. The Distribution
Contract provides that the Distributor will use its best efforts to maintain a
broad distribution of the Funds' shares among bona fide investors and may enter
into selling group agreements with responsible dealers and dealer managers as
well as sell the Funds' shares to individual investors. The Distributor is not
obligated to sell any specific amount of shares.

DISTRIBUTION PLAN

The Trustees of the Fund have voted to adopt a Master Distribution Plan
(the "Plan") pursuant to Rule l2b-1 of the Investment Company Act of 1940 (the
"1940 Act") after having concluded that there is a reasonable likelihood that
the Plan will benefit the Fund and its shareholders. The Plan provides for a
monthly payment by the Fund to the Distributor in such amounts that the
Distributor may request or for direct payment by the Fund, for certain costs
incurred under the Plan, subject to periodic Board approval, provided that each
such payment is based on the average daily value of the Fund's net assets during
the preceding month and is calculated at an annual rate not to exceed 0.25%. The
Distributor will use all amounts received under the Plan for payments to
broker-dealers or financial institutions (but not including banks) for their
assistance in distributing shares of the Fund and

-30-
<PAGE> 107

otherwise promoting the sale of Fund shares, including payments in amounts based
on the average daily value of Fund shares owned by shareholders in respect of
which the broker-dealer or financial institution has a distributing
relationship. The Distributor may also use all or any portion of such fees to
pay Fund expenses such as the printing and distribution of prospectuses sent to
prospective investors; the preparation, printing and distribution of sales
literature and expenses associated with media advertisements.

The Plan provides for the Distributor to prepare and submit to the
Board of Trustees on a quarterly basis written reports of all amounts expended
pursuant to the Plan and the purpose for which such expenditures were made. The
Plan provides that it may not be amended to increase materially the costs which
the Fund may bear pursuant to the Plan without shareholder approval and that
other material amendments of the Plan must be approved by the Board of Trustees,
and by the Trustees who neither are "interested persons" (as defined in the 1940
Act) of the Trust nor have any direct or indirect financial interest in the
operation of the Plan or in any related agreement, by vote cast in person at a
meeting called for the purpose of considering such amendments. The selection and
nomination of the Trustees of the Trust has been committed to the discretion of
the Trustees who are not "interested persons" of the Trust. The Plan and the
related Administrative Services Contract between the Trust and the Sponsor have
been approved, and are subject to annual approval, by the Board of Trustees and
by the Trustees who neither are "interested persons" nor have any direct or
indirect financial interest in the operation of the Plan or in the
Administrative Services Contract, by vote cast in person at a meeting called for
the purpose of voting on the Plan. The Board of Trustees and the Trustees who
are not "interested persons" and who have no direct or indirect financial
interest in the operation of the Plan or in the Administrative Services Contract
voted to approve the Plan at a meeting held on December 15, 1997. The Plan was
submitted to the shareholders of the Fund and approved at a special meeting held
on November 25, 1996. The Plan is terminable with respect to the Fund at any
time by a vote of a majority of the Trustees who are not "interested persons" of
the Trust and who have no direct or indirect financial interest in the operation
of the Plan or in the Administrative Services Contract or by vote of the holders
of a majority of the shares of the Fund.

Distribution Fees. For the period ended October 31, 1997, BISYS, as
Distributor to the Funds, was entitled to distribution fees in the following
amounts:

<TABLE>
<CAPTION>
DISTRIBUTION FEES
-----------------
FYE 10/31/97
------------
EARNED WAIVED
<S> <C> <C>
Money Market Fund $120,770 $120,770
Short-Term Bond Fund 80,723 80,723
Intermediate Bond Fund 67,653 67,653
Stock Fund 105,886 105,886
International Multi-Manager Stock Fund 54,482 54,482
Kansas Tax-Exempt Bond Fund --- ---
</TABLE>

For fiscal years ended August 31, 1996 and August 31, 1995, SEI
Financial Services Company, as Distributor to the Predecessor Fund, retained as
distribution fees $1,614 and $3,468, respectively, in connection with the sales
charges collected on shares of the Predecessor Kansas Fund. For the fiscal year
ended August 31, 1997, inasmuch as the Kansas Tax-Exempt Bond Fund's shares were
no longer subject to a sales charge, no distribution fees were paid to BISYS as
Distributor.

-31-
<PAGE> 108

ADMINISTRATION AND FUND ACCOUNTING SERVICES

BISYS provides management and administrative services necessary for the
operation of the Funds, including, among other things: (i) preparation of
shareholder reports and communications; (ii) regulatory compliance, such as
reports to and filings with the SEC and state securities commissions; and (iii)
general supervision of the operation of the Funds, including coordination of the
services performed by the Adviser, the Distributor, transfer agent, custodians,
independent accountants, legal counsel and others. In addition, BISYS furnishes
office space and facilities required for conducting the business of the Funds
and pays the compensation of the Funds' officers, employees and Trustees
affiliated with BISYS. For these services, BISYS receives from each Fund a fee,
payable monthly, at the annual rate of 0.20% (15% for International
Multi-Manager Fund, while invested in the Portfolio or another investment
company) of each Fund's average daily net assets.

The Administration Agreement is for a one year term and is subject to
annual approval by a majority of the Trustees who are not "interested persons"
of the Trust and who have no direct or indirect financial interest in the
operation of the Administrative Services Contract. The Administration Agreement
will terminate automatically in the event of its assignment.

Administration Fees. For the period ended October 31, 1997, BISYS, as
Administrator to the Funds was entitled to administration fees in the following
amounts:

<TABLE>
<CAPTION>
ADMINISTRATION FEES
-------------------
For FYE 10/31/97
----------------
EARNED WAIVED
<S> <C> <C>
Money Market Fund $96,617 $ ---
Short-Term Bond Fund 64,579 2,840
Intermediate Bond Fund 54,123 2,945
Stock Fund 84,709 2,942
International Multi-Manager Stock Fund 32,690 7,743
Kansas Tax-Exempt Bond Fund 33,874 33,874
</TABLE>

For the former fiscal years ended August 31, 1996 and 1995, SEI Fund
Management, as administrator/manager to the Predecessor Kansas Fund was entitled
to management/administrative services fees in the amounts of $101,000 and
$94,000, respectively. Of the amount of the fee stated for the fiscal year ended
August 31, 1995, SEI Fund Management waived $3,000.

Additionally, BISYS Fund Services, Inc. ("BFSI"), an affiliate of
BISYS, serves as the Fund Accounting Agent to the Trust pursuant to a Fund
Accounting Agreement. For the fiscal year ended October 31, 1997, BFSI, as Fund
Accountant for the Funds was entitled to fees in the following amounts:

<TABLE>
<CAPTION>
FUND ACCOUNTING FEES
--------------------
For FYE 10/31/97
----------------
EARNED WAIVED
<S> <C> <C>
Money Market Fund $24,065 $ ---
Short-Term Bond Fund 27,504 ---
Intermediate Bond Fund 27,711 ---
Stock Fund 26,079 ---
International Multi-Manager Stock Fund 23,303 ---
</TABLE>

-32-
<PAGE> 109

<TABLE>
<S> <C> <C>
Kansas Tax-Exempt Bond Fund 17,492 ---
</TABLE>

SERVICE ORGANIZATIONS

The Trust also contracts with banks (including the Adviser), trust
companies, broker-dealers (other than BISYS) or other financial organizations
("Service Organizations") to provide certain administrative services for the
Funds. Services provided by Service Organizations may include among other
things: providing necessary personnel and facilities to establish and maintain
certain shareholder accounts and records; assisting in processing purchase and
redemption transactions; arranging for the wiring of funds; transmitting and
receiving funds in connection with shareholders orders to purchase or redeem
shares; verifying and guaranteeing client signatures in connection with
redemption orders, transfers among and changes in shareholders designating
accounts; providing periodic statements showing a shareholder's account balance
and, to the extent practicable, integrating such information with other client
transactions; furnishing periodic and annual statements and confirmations of all
purchases and redemptions of shares in a shareholder's account; transmitting
proxy statements, annual reports, and updating prospectuses and other
communications from the Funds to shareholders; and providing such other services
as the Funds or a shareholder reasonably may request, to the extent permitted by
applicable statute, rule or regulation. Neither BISYS, nor the Distributor will
be a Service Organization or receive fees for servicing. Service Organizations
for Institution Premium Class shareholders may also provide record keeping,
communication with and education of shareholders, fiduciary services (exclusive
of investment management) and asset allocation services. With respect to the
Kansas Tax-Exempt Bond Fund, shareholder service fees for the period September
1, 1997 through October 31, 1997 amounted to $13,550, but such fees were waived
in their entirety. No shareholder service fees were paid with respect to the
other INTRUST Funds.

Some Service Organizations may impose additional or different
conditions on their clients, such as requiring their clients to invest more than
the minimum initial or subsequent investments specified by the Funds or charging
a direct fee for servicing. If imposed, these fees would be in addition to any
amounts which might be paid to the Service Organization by the Funds. Each
Service Organization has agreed to transmit to its clients a schedule of any
such fees. Shareholders using Service Organizations are urged to consult them
regarding any such fees or conditions.

The Glass-Steagall Act and other applicable laws, among other things,
prohibit banks from engaging in the business of underwriting, selling or
distributing securities. There currently is no precedent prohibiting banks from
performing administrative and shareholder servicing functions as Service
Organizations. However, judicial or administrative decisions or interpretations
of such laws, as well as changes in either Federal or state statutes or
regulations relating to the permissible activities of banks and their
subsidiaries or affiliates, could prevent a bank from continuing to perform all
or a part of its servicing activities. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed herein
and banks and financial institutions may be required to register as dealers
pursuant to state law.

If a bank were prohibited from so acting, its shareholder clients would
be permitted to remain shareholders of the Trust and alternative means for
continuing the servicing of such shareholders would be sought. In that event,
changes in the operation of the Trust might occur and a shareholder serviced by
such a bank might no longer be able to avail itself of any services then being
provided by the bank. It is not expected that shareholders would suffer any
adverse financial consequences as a result of any of these occurrences.

-33-
<PAGE> 110

EXPENSES

Except for the expenses paid by INTRUST and BISYS, the Funds bear all
costs of their operations.

-34-
<PAGE> 111

DETERMINATION OF NET ASSET VALUE

As indicated under "Fund Share Valuation" in the applicable Prospectus,
the Money Market Fund uses the amortized cost method to determine the value of
its portfolio securities pursuant to Rule 2a-7 under the 1940 Act. The amortized
cost method involves valuing a security at its cost and amortizing any discount
or premium over the period until maturity regardless of the impact of
fluctuating interest rates on the market value of the security. While this
method provides certainty in valuation, it may result in periods during which
the value, as determined by amortized cost, is higher or lower than the price
which the Fund would receive if the security were sold. During these periods,
the yield to a shareholder may differ somewhat from that which could be obtained
from a similar fund which utilizes a method of valuation based upon market
prices. Thus, during periods of declining interest rates, if the use of the
amortized cost method resulted in lower value of a Fund's portfolio on a
particular day, a prospective investor in the Fund would be able to obtain a
somewhat higher yield than would result from an investment in a fund utilizing
solely market values and existing Fund shareholders would receive
correspondingly less income. The converse would apply during periods of rising
interest rates.

Rule 2a-7 provides that in order to value its portfolio using the
amortized cost method, the Money Market Fund must maintain a dollar-weighted
average portfolio maturity of 90 days or less, purchase securities having
remaining maturities of 397 days or less and invest only in U.S. dollar
denominated eligible securities determined by the Trust's Board of Trustees to
be of minimal credit risks and which (1) have received the highest short-term
rating by at least two Nationally Recognized Statistical Rating Organizations
("NRSROs"), such as "A-1" by Standard & Poor's and "P-1" by Moody's; (2) are
single rated and have received the highest short-term rating by a NRSRO; or (3)
are unrated, but are determined to be of comparable quality by the Adviser or
the Adviser pursuant to guidelines approved by the Board and subject to the
ratification of the Board.

In addition, the Fund will not invest more than 5% of its total assets
in the securities (including the securities collateralizing a repurchase
agreement) of, or subject to puts issued by, a single issuer, except that, the
Fund may invest in U.S. Government securities or repurchase agreements that are
collateralized by U.S. Government securities without any such limitation, and
the limitation with respect to puts does not apply to unconditional puts if no
more than 10% of a Fund's total assets are invested in securities issued or
guaranteed by the issuer of the unconditional put. Investments in rated
securities not rated in the highest category by at least two rating
organizations (or one rating organization if the instrument was rated by only
one such organization), and unrated securities not determined by the Board of
Trustees to be comparable to those rated in the highest rating category, will be
limited to 5% of a Fund's total assets, with investment in any one such issuer
being limited to no more than the greater of 1% of a Fund's total assets or
$1,000,000.

Pursuant to Rule 2a-7, the Board of Trustees is also required to
establish procedures designed to stabilize, to the extent reasonably possible,
the price per share of the Funds, as computed for the purpose of sales and
redemptions, at $1.00. Such procedures include review of the Fund's portfolio
holdings by the Board of Trustees, at such intervals as it may deem appropriate,
to determine whether the net asset value of the Funds calculated by using
available market quotations deviates from $l.00 per share based on amortized
cost. The extent of any deviation will be examined by the Board of Trustees. If
such deviation exceeds 1/2 of 1%, the Board of Trustees will promptly consider
what action, if any, will be initiated. In the event the Board of Trustees
determines that a deviation exists which may result in material dilution or
other unfair results to investors or existing shareholders, the Board of
Trustees will take such corrective action as it regards as necessary and
appropriate, which may include selling portfolio instruments prior to maturity
to realize capital gains or losses or to shorten average portfolio maturity,
withholding dividends or establishing a net asset value per share by using
available market quotations.

The Non-Money Market Funds value their portfolio securities in
accordance with the procedures described in the Prospectus.

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PORTFOLIO TRANSACTIONS

Investment decisions for the Funds and the Portfolio and for the other
investment advisory clients of the Adviser and the Portfolio Advisers are made
with a view to achieving their respective investment objectives. Investment
decisions are the product of many factors in addition to basic suitability for
the particular client involved. Thus, a particular security may be bought or
sold for certain clients even though it could have been bought or sold for other
clients at the same time. Likewise, a particular security may be bought for one
or more clients when one or more clients are selling the security. In some
instances, one client may sell a particular security to another client. It also
sometimes happens that two or more clients simultaneously purchase or sell the
same security, in which event each day's transactions in such security are,
insofar as possible, averaged as to price and allocated between such clients in
a manner which in the opinion of the Adviser and the Portfolio Advisers, is
equitable to each and in accordance with the amount being purchased or sold by
each. There may be circumstances when purchases or sales of portfolio securities
for one or more clients will have an adverse effect on other clients.

The Funds and the Portfolio have no obligation to deal with any dealer
or group of dealers in the execution of transactions in portfolio securities.
Subject to policies established by the Trust's Board of Trustees and the AMR
Trust Board, the Adviser and Portfolio Advisers, as appropriate, are primarily
responsible for portfolio decisions and the placing of portfolio transactions.
In placing orders, it is the policy of the Funds and the Portfolio to obtain the
best results taking into account the broker-dealer's general execution and
operational facilities, the type of transaction involved and other factors such
as the dealer's risk in positioning the securities. While the Adviser and
Portfolio Advisers generally seek reasonably competitive spreads or commissions,
the Funds will not necessarily be paying the lowest spread or commission
available.

Purchases and sales of securities will often be principal transactions
in the case of debt securities and equity securities traded otherwise than on an
exchange. The purchase or sale of equity securities will frequently involve the
payment of a commission to a broker-dealer who effects the transaction on behalf
of a Fund. Debt securities normally will be purchased or sold from or to issuers
directly or to dealers serving as market makers for the securities at a net
price. Generally, money market securities are traded on a net basis and do not
involve brokerage commissions.

The cost of executing portfolio securities transactions for the Money
Market Fund primarily consists of dealer spreads and underwriting commissions.
Under the 1940 Act, persons affiliated with the Funds or the Sponsor are
prohibited from dealing with the Funds as a principal in the purchase and sale
of securities unless a permissive order allowing such transactions is obtained
from the SEC.

The Adviser and Portfolio Advisers may, in circumstances in which two
or more broker-dealers are in a position to offer comparable results, give
preference to a dealer which has provided statistical or other research services
to the Adviser or Portfolio Advisers. By allocating transactions in this manner,
the Adviser and the Portfolio Advisers are able to supplement their research and
analysis with the views and information of securities firms. These items, which
in some cases may also be purchased for cash, include such matters as general
economic and securities market reviews, industry and company reviews,
evaluations of securities and recommendations as to the purchase and sale of
securities.

Some of these services are of value to the Adviser and Portfolio
Advisers in advising various of their clients (including the Funds), although
not all of these services are necessarily useful and of value in managing the
Funds. The management fees paid by the Funds and the Portfolio are not reduced
because the Adviser or Portfolio Advisers or their affiliates receive such
services.

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As permitted by Section 28(e) of the Securities Exchange Act of 1934
(the "Act"), the Adviser and Portfolio Advisers may cause the Funds to pay a
broker-dealer which provides "brokerage and research services" (as defined in
the Act) to the Adviser and Portfolio Advisers an amount of disclosed commission
for effecting a securities transaction for the Funds in excess of the commission
which another broker-dealer would have charged for effecting that transaction.

Consistent with the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. and subject to seeking the most favorable price and
execution available and such other policies as the Trustees may determine, the
Adviser and Portfolio Adviser may consider sales of shares of the Funds as a
factor in the selection of broker-dealers to execute portfolio transactions for
the Funds.

PORTFOLIO TURNOVER

Changes may be made in the portfolio consistent with the investment
objectives and policies of the Funds whenever such changes are believed to be in
the best interests of the Funds and their shareholders. It is anticipated that
the annual portfolio turnover rate normally will not exceed the amounts stated
in the Funds' Prospectuses and financial statements. The portfolio turnover rate
is calculated by dividing the lesser of purchases or sales of portfolio
securities by the average monthly value of the Fund's portfolio securities. For
purposes of this calculation, portfolio securities exclude all securities having
a maturity when purchased of one year or less.

For the fiscal year ended October 31, 1997, portfolio turnover rates
for each of the Funds were 84.41%, 108.73% and 71.76% for the Short-Term Bond
Fund, Intermediate Bond Fund and Stock Fund, respectively. For the period
September 1, 1997 through October 31, 1997, the portfolio turnover rate for the
Kansas Tax-Exempt Bond Fund was 5.87%.

TAXATION

The Funds have qualified and intend to qualify and elect annually to be
treated as regulated investment companies under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"). To qualify as a regulated
investment company, a Fund must (a) distribute to shareholders at least 90% of
its investment company taxable income (which includes, among other items,
dividends, taxable interest and the excess of net short-term capital gains over
net long-term capital losses); (b) derive in each taxable year at least 90% of
its gross income from dividends, interest, payments with respect to securities
loans and gains from the sale or other disposition of stock, securities or
foreign currencies or other income derived with respect to its business of
investing in such stock, securities or currencies; (c) derive less than 30% of
its gross income from the sale or other disposition of certain assets (namely,
(i) stock or securities; (ii) options, futures, and forward contracts (other
than those on foreign currencies), and (iii) foreign currencies (including
options, futures, and forward contracts on such currencies) not directly related
to the Fund's principal business of investing in stock or securities (or options
and futures with respect to stocks or securities)) held less than 3 months; and
(d) diversify its holdings so that, at the end of each quarter of the taxable
year, (i) at least 50% of the market value of the Fund's assets is represented
by cash and cash items (including receivables), U.S. Government securities, the
securities of other regulated investment companies and other securities, with
such other securities of any one issuer limited for the purposes of this
calculation to an amount not greater than 5% of the value of the Fund's total
assets and not greater than 10% of the outstanding voting securities of such
issuer, and (ii) not more than 25% of the value of its total assets is invested
in the securities of any one issuer (other than U.S. Government securities or
the securities of other regulated investment companies). In addition, a Fund
earning tax-exempt interest must, in each year, distribute at least 90% of its
net tax-exempt income. By meeting these requirements, the Funds generally

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will not be subject to Federal income tax on their investment company taxable
income and net capital gains which are distributed to shareholders. If the Funds
do not meet all of these Code requirements, they will be taxed as ordinary
corporations and their distributions will be taxed to shareholders as ordinary
income.

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TAXATION OF THE PORTFOLIO

The Portfolio has received a ruling from the IRS to the effect that,
among other things, the Portfolio is treated as a separate partnership for
federal income tax purposes and is not a "publicly traded partnership." As a
result, the Portfolio is not subject to federal income tax; instead, each
investor in the Portfolio, such as the International Multi-Manager Stock Fund
(the "Fund"), is required to take into account in determining its federal income
tax liability its share of the Portfolio's income, gains, losses, deductions,
credits and tax preference items, without regard to whether it has received any
cash distributions from the Portfolio.

The Fund will be deemed to own a proportionate share of the Portfolio's
assets and income for purposes of determining whether the Fund satisfies the
requirements to qualify as a Regulated Investment Company. Accordingly, the
Portfolio intends to conduct its operations so that its corresponding Funds will
be able to satisfy all those requirements.

Distributions to the Fund from the Portfolio (whether pursuant to a
partial or complete withdrawal or otherwise) will not result in the Fund's
recognition of any gain or loss for federal income tax purposes, except that (1)
gain will be recognized to the extent any cash that is distributed exceeds the
Fund's basis for its interest in the Portfolio before the distribution, (2)
income or gain will be recognized if the distribution is in liquidation of the
Fund's entire interest in the Portfolio and includes a disproportionate share of
any unrealized receivables held by the Portfolio and (3) loss will be recognized
if a liquidation distribution consists solely of cash and/or unrealized
receivables. The Fund's basis for its interest in the Portfolio generally will
equal the amount of cash and the basis of any property the Fund invests in the
Portfolio, increased by the Fund's share of the Portfolio's net income and gains
and decreased by (a) the amount of cash and the basis of any property the
Portfolio distributes to the Fund and (b) the Fund's share of the Portfolio's
losses.

Amounts, other than tax-exempt interest, not distributed on a timely
basis in accordance with a calendar year distribution requirement are subject to
a nondeductible 4% excise tax. To prevent imposition of the excise tax, each
Fund must distribute for each calendar year an amount equal to the sum of (1) at
least 98% of its ordinary income (excluding any capital gains or losses) for the
calendar year, (2) at least 98% of the excess of its capital gains over capital
losses (adjusted for certain ordinary losses) for the one-year period ending
October 31 of such year, and (3) all ordinary income and capital gains net
income (adjusted for certain ordinary losses) for previous years that were not
distributed during such years. A distribution, including an "exempt-interest
dividend," will be treated as paid on December 31 of a calendar year if it is
declared by a Fund during October, November or December of that year to
shareholders of record on a date in such a month and paid by the Fund during
January of the following year. Such distributions will be taxable to
shareholders in the calendar year in which the distributions are declared,
rather than the calendar year in which the distributions are received.

Some Funds and the Portfolio may invest in stocks of foreign companies
that are classified under the Code as passive foreign investment companies
("PFICs"). In general, a foreign company is classified as a PFIC under the Code
if at least one-half of its assets constitutes investment-type assets or 75% or
more of its gross income is investment-type income. Under the PFIC rules, an
"excess distribution" received with respect to PFIC stock is treated as having
been realized ratably over the period during which the Fund or the Portfolio
held the PFIC stock. A Fund itself will be subject to tax on the portion, if
any, of the excess distribution that is allocated to the Fund's or, in the case
of the International Multi-Manager Stock Fund, the Portfolio's holding period in
prior taxable years (and an interest factor will be added to the tax, as if the
tax had actually been payable in such prior taxable years) and the International
Multi-Manager Stock Fund will be taxed on its proportionate share of the
Portfolio's excess distributions allocated to that holding

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period even though the Fund distributes the corresponding income to
shareholders. Excess distributions include any gain from the sale of PFIC stock
as well as certain distributions from a PFIC. All excess distributions are
taxable as ordinary income.

A Fund or the Portfolio may be able to elect alternative tax treatment
with respect to PFIC stock. Under an election that currently may be available, a
Fund or the Portfolio generally would be required to include in its gross income
its share of the earnings of a PFIC on a current basis, regardless of whether
any distributions are received from the PFIC. If this election is made, the
special rules, discussed above, relating to the taxation of excess
distributions, would not apply. In addition, other elections may become
available that would affect the tax treatment of PFIC stock held by a Fund. Each
Fund's and the Portfolio's intention to qualify annually as a regulated
investment company may limit its elections with respect to PFIC stock.

Because the application of the PFIC rules may affect, among other
things, the character of gains, the amount of gain or loss and the timing of the
recognition of income with respect to PFIC stock, as well as subject a Fund
itself or the Portfolio to tax on certain income from PFIC stock, the amount
that must be distributed to shareholders, and which will be taxed to
shareholders as ordinary income or long-term capital gain, may be increased or
decreased substantially as compared to a fund that did not invest in PFIC stock.
Investors should consult their own tax advisors in this regard.
The Portfolio does not intend to acquire stock of issuers that are considered
PFICs.

Distributions of investment company taxable income generally are
taxable to shareholders as ordinary income. Distributions from certain of the
Funds may be eligible for the dividends-received deduction available to
corporations. To the extent dividends received by a Fund are attributable to
foreign corporations, a corporation that owns shares will not be entitled to the
dividends-received deduction with respect to its pro rata portion of such
dividends, since the dividends-received deduction is generally available only
with respect to dividends paid by domestic corporations. Proposed legislation,
if enacted, would reduce the dividends received deduction from 70 to 50 percent.

Distributions of net long term capital gains, if any, designated by the
Funds as long term capital gain dividends are taxable to shareholders as
long-term capital gain, regardless of the length of time the Funds' shares have
been held by a shareholder. All distributions are taxable to the shareholder in
the same manner whether reinvested in additional shares or received in cash.
Shareholders will be notified annually as to the Federal tax status of
distributions.

Distributions by a Fund reduce the net asset value of the Fund's
shares. Should a distribution reduce the net asset value below a shareholder's
cost basis, such distribution, nevertheless, would be taxable to the shareholder
as ordinary income or capital gain as described above, even though, from an
investment standpoint, it may constitute a partial return of capital. In
particular, investors should be careful to consider the tax implications of
buying shares just prior to a distribution by the Funds. The price of shares
purchased at that time includes the amount of the forthcoming distribution.
Those purchasing just prior to a distribution will receive a distribution which
will nevertheless generally be taxable to them.

Upon the taxable disposition (including a sale or redemption) of shares
of a Fund, a shareholder may realize a gain or loss depending upon his basis in
his shares. Such gain or loss generally will be treated as capital gain or loss
if the shares are capital assets in the shareholders hands. Such gain or loss
will be long-term or short-term, generally depending upon the shareholder's
holding period for the shares. However, a loss realized by a shareholder on the
disposition of Fund shares with respect to which capital gain dividends have
been paid will, to the extent of such capital gain dividends, be treated as
long-term capital loss if such shares have been held by the shareholder for six
months or less. A loss realized on

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the redemption, sale or exchange of Fund shares will be disallowed to the extent
an exempt-interest dividend was received with respect to those shares if the
shares have been held by the shareholder for six months or less. Further, a loss
realized on a disposition will be disallowed to the extent the shares disposed
of are replaced (whether by reinvestment of distributions or otherwise) within a
period of 61 days beginning 30 days before and ending 30 days after the shares
are disposed of. In such a case, the basis of the shares acquired will be
adjusted to reflect the disallowed loss. Shareholders receiving distributions in
the form of additional shares will have a cost basis for Federal income tax
purposes in each share received equal to the net asset value of a share of the
Funds on the reinvestment date.

The taxation of equity options is governed by Code section 1234.
Pursuant to Code section 1234, the premium received by a Fund for selling a put
or call option is not included in income at the time of receipt. If the option
expires, the premium is short-term capital gain to the Fund. If the Fund enters
into a closing transaction, the difference between the amount paid to close out
its position and the premium received is short-term capital gain or loss. If a
call option written by a Fund is exercised, thereby requiring the Fund to sell
the underlying security, the premium will increase the amount realized upon the
sale of such security and any resulting gain or loss will be a capital gain or
loss, and will be long-term or short-term depending upon the holding period of
the security. With respect to a put or call option that is purchased by a Fund,
if the option is sold, any resulting gain or loss will be a capital gain or
loss, and will be long-term or short-term, depending upon the holding period of
the option. If the option expires, the resulting loss is a capital loss and is
long-term or short-term, depending upon the holding period of the option. If the
option is exercised, the cost of the option, in the case of a call Option, is
added to the basis of the purchased security and, in the case of a put option,
reduces the amount realized on the underlying security in determining gain or
loss.

Certain of the options, futures contracts, and forward foreign currency
exchange contracts that several of the Funds and the Portfolio may invest in are
so-called "section 1256 contracts." With certain exceptions, gains or losses on
section 1256 contracts generally are considered 60% long-term and 40% short-term
capital gains or losses ("60/40"). Also, section 1256 contracts held by a Fund
or the Portfolio at the end of each taxable year (and, generally, for purposes
of the 4% excise tax, on October 31 of each year) are "marked-to-market" with
the result that unrealized gains or losses are treated as though they were
realized and the resulting gain or loss is treated as 60/40 gain or loss.
Investors should contact their own tax advisors in this regard.

Generally, the hedging transactions undertaken by a Fund or the
Portfolio may result in "straddles" for Federal income tax purposes. The
straddle rules may affect the character of gains (or losses) realized by a Fund
or the Portfolio. In addition, losses realized by a Fund or the Portfolio on a
position that are part of a straddle may be deferred under the straddle rules,
rather than being taken into account in calculating the taxable income for the
taxable year in which such losses are realized. Because only a few regulations
implementing the straddle rules have been promulgated, the tax consequences to a
Fund or the Portfolio of hedging transactions are not entirely clear. Hedging
transactions may increase the amount of short-term capital gain realized by a
Fund or Portfolio which is taxed as ordinary income when distributed to
stockholders.

A Fund or the Portfolio may make one or more of the elections available
under the Code which are applicable to straddles. If a Fund or the Portfolio
makes any of the elections, the amount, character and timing of the recognition
of gains or losses from the affected straddle positions will be determined under
rules that vary according to the election(s) made. The rules applicable under
certain of the elections may operate to accelerate the recognition of gains or
losses from the affected straddle positions.

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Because application of the straddle rules may affect the character of
gains or losses, defer losses and/or accelerate the recognition of gains or
losses from the affected straddle positions, the amount which must be
distributed to shareholders, and which will be taxed to shareholders as ordinary
income or long-term capital gain, may be increased or decreased substantially as
compared to a Fund that did not engage in such hedging transactions. Investors
should contact their own tax advisors in this regard.

Certain requirements that must be met under the Code in order for a
Fund to qualify as a regulated investment company may limit the extent to which
a Fund or, in the case of the International Multi-Manager Stock Fund, the
Portfolio will be able to engage in transactions in options, futures, and
forward contracts.

Under the Code, gains or losses attributable to fluctuations in
exchange rates which occur between the time a Fund or the Portfolio accrues
interest, dividends or other receivables, or accrues expenses or other
liabilities denominated in a foreign currency, and the time the Fund or the
Portfolio actually collects such receivables, or pays such liabilities,
generally are treated as ordinary income or ordinary loss. Similarly, on
disposition of debt securities denominated in a foreign currency and on
disposition of certain options and forward and futures contracts, gains or
losses attributable to fluctuations in the value of foreign currency between the
date of acquisition of the security or contract and the date of disposition also
are treated as ordinary gain or loss. These gains or losses, referred to under
the Code as "section 988" gains or losses, may increase, decrease, or eliminate
the amount of a Fund's investment company taxable income to be distributed to
its shareholders as ordinary income. Investors should contact their own tax
advisors in this regard.

Income received by a Fund or the Portfolio from sources within foreign
countries may be subject to withholding and other similar income taxes imposed
by the foreign country. If more than 50% of the value of a Fund's total assets
at the close of its taxable year consists of securities of foreign governments
and corporations, the Fund will be eligible and intends to elect to
"pass-through" to its shareholders the amount of such foreign taxes paid by the
Fund or, in the case of the International Multi-Manager Stock Fund, its
proportionate share of such taxes paid by the Portfolio. Pursuant to this
election, a shareholder would be required to include in gross income (in
addition to taxable dividends actually received) his pro rata share of the
foreign taxes paid (or deemed paid) by a Fund, and would be entitled either to
deduct his pro rata share of foreign taxes in computing his taxable income or to
use it as a foreign tax credit against his U.S. Federal income tax liability,
subject to limitations. No deduction for foreign taxes may be claimed by a
shareholder who does not itemize deductions, but such a shareholder may be
eligible to claim the foreign tax credit (see below). Each shareholder will be
notified within 60 days after the close of a Fund's taxable year whether the
foreign taxes paid by a Fund or the Portfolio will "pass-through" for that year
and, if so, such notification will designate (a) the shareholder's portion of
the foreign taxes paid to each such country and (b) the portion of the dividend
which represents income derived from foreign sources.

Generally, a credit for foreign taxes is subject to the limitation that
it may not exceed the shareholder's U.S. tax attributable to his total foreign
source taxable income. For this purpose, if a Fund makes the election described
in the preceding paragraph, the source of the Fund's income flows through to its
shareholders. Gains from the sale of securities will be treated as derived from
U.S. sources and certain currency fluctuations gains, including fluctuation
gains from foreign currency-denominated debt securities, receivables and
payables, will be treated as ordinary income derived from U.S. sources. The
limitation on the foreign tax credit is applied separately to foreign source
passive income as defined for purposes of the foreign tax credit) including
foreign source passive income of a Fund (including, in the case of the
International Multi-Manager Stock Fund, its proportionate share of the
Portfolio's foreign source passive income). The foreign tax credit may offset
only 90% of the alternative minimum tax imposed on corporations

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and individuals, and foreign taxes generally may not be deducted in computing
alternative minimum taxable income.

The Funds are required to report to the IRS all distributions except in
the case of certain exempt shareholders. All such distributions generally are
subject to withholding of Federal income tax at a rate of 31% ("backup
withholding") in the case of non-exempt shareholders if (1) the shareholder
fails to furnish the Funds with and to certify the shareholder's correct
taxpayer identification number or social security number, (2) the IRS notifies
the Funds or a shareholder that the shareholder has failed to report properly
certain interest and dividend income to the IRS and to respond to notices to
that effect, or (3) when required to do so, the shareholder fails to certify
that he is not subject to backup withholding. If the withholding provisions are
applicable, any such distributions, whether reinvested in additional shares or
taken in cash, will be reduced by the amounts required to be withheld. Backup
withholding is not an additional tax. Any amount withheld may be credited
against the shareholders U.S. Federal income tax liability. Investors may wish
to consult their tax advisors about the applicability of the backup withholding
provisions.

The foregoing discussion relates only to Federal income tax law as
applicable to U.S. persons (i.e., U.S. citizens and residents and U.S.
corporations, partnerships, trusts and estates). Distributions by the Funds also
may be subject to state and local taxes and their treatment under state and
local income tax laws may differ from the Federal income tax treatment.
Distributions of a Fund which are derived from interest on obligations of the
U.S. Government and certain of its agencies and instrumentalities may be exempt
from state and local taxes in certain states. Shareholders should consult their
tax advisors with respect to particular questions of Federal, state and local
taxation. Shareholders who are not U.S. persons should consult their tax
advisers regarding U.S. and foreign tax consequences of ownership of shares of
the Funds including the likelihood that distributions to them would be subject
to withholding of U.S. tax at a rate of 30% (or at a lower rate under a tax
treaty).

Kansas Tax-Exempt Bond Fund. This Fund intends to manage its portfolio
so that it will be eligible to pay "exempt-interest dividends" to shareholders.
The Fund will so qualify if, at the close of each quarter of its taxable year,
at least 50% of the value of its total assets consists of state, municipal, and
certain other securities, the interest on which is exempt from the regular
Federal income tax. To the extent that the Fund's dividends distributed to
shareholders are derived from such interest income and are designated as
exempt-interest dividends by the Fund, they will be excludable from a
shareholder's gross income for Federal income tax purposes. Exempt-interest
dividends, however, must be taken into account by shareholders in determining
whether their total incomes are large enough to result in taxation of up to 85%
of their Social Security benefits and certain railroad retirement benefits. The
Fund will inform shareholders annually as to the portion of the distributions
from the Fund which constitute exempt-interest dividends. In addition, for
corporate shareholders of the Fund, exempt interest dividends may comprise part
or all of an adjustment to alternative minimum taxable income. Exempt-interest
dividends that are attributable to certain private activity bonds, while not
subject to the regular Federal income tax, may constitute an item of tax
preference for purposes of the alternative minimum tax.

To the extent that the Fund's dividends are derived from its investment
company taxable income (which includes interest on its temporary taxable
investments and the excess of net short-term capital gain over net long-term
capital loss), they are considered ordinary (taxable) income for Federal income
tax purposes. Such dividends will not qualify for the dividends-received
deduction for corporations. Distributions, if any, of net long-term capital
gains (the excess of net long-term capital gain over net short-term capital
loss) designated by a Fund as long-term capital gain dividends are taxable to
shareholders as long-term capital gain regardless of the length of time the
shareholder has owned shares of the Fund.

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Upon redemption, sale or exchange of shares in this Fund, a shareholder
will realize a taxable gain or loss, depending on whether the gross proceeds are
more or less than the shareholder's tax basis for the shares. The discussion
above provides additional detail about the income tax consequences of disposing
of Fund shares.

Deductions for interest expense incurred to acquire or carry shares of
the Fund may be subject to limitations that reduce, defer, or eliminate such
deductions. This includes limitations on deducting interest on indebtedness
properly allocable to investment property (which may include shares of the
Fund). In addition, a shareholder may not deduct a portion of interest on
indebtedness incurred or continue to purchase or carry shares of an investment
company (such as this Fund) paying exempt-interest dividends. Such disallowance
would be in an amount which bears the same ratio to the total of such interest
as the exempt-interest dividends bear to the total dividends, excluding net
capital gain dividends received by the shareholder. Under rules issued by the
IRS for determining when borrowed funds are considered used for the purposes of
purchasing or carrying particular assets, the purchase of shares may be
considered to have been made with borrowed funds even though the borrowed funds
are not directly traceable to the purchase of shares.

Certain of the debt securities acquired by the Fund may be treated as
debt securities that were originally issued at a discount. Original issue
discount can generally be defined as the difference between the price at which a
security was issued and its stated redemption price at maturity. Although no
cash income is actually received by the Fund, original issue discount on a
taxable debt security earned in a given year generally is treated for Federal
income tax purposes as interest and, therefore, such income would be subject to
the distribution requirements of the Code. Original issue discount on an
obligation, the interest from which is exempt from Federal income tax, generally
will constitute tax-exempt interest income.

Some of the debt securities may be purchased by the Fund at a discount
which exceeds the original issue discount on such securities, if any. This
additional discount represents market discount for Federal income tax purposes.
The gain realized on the disposition of any debt security having market discount
will be treated as ordinary taxable income to the extent it does not exceed the
accrued market discount on such debt security. Generally, market discount
accrues on a daily basis for each day the debt security is held by the Fund at a
constant rate over the time remaining to the debt security's maturity or, at the
election of the Fund, at a constant yield to maturity which takes into account
the semi-annual compounding of interest.

Under Kansas law, a mutual fund which qualifies as a regulated
investment company generally must have at least 50% of its total assets in
Kansas state and local issues at the end of each quarter of its taxable year in
order to be eligible to pay dividends which will be exempt from Kansas personal
income tax. Generally, shareholders who are Kansas residents will not incur
Kansas personal income tax on the amount of exempt-interest dividends received
by them from the Fund and derived from Kansas state and local issues, whether
taken in cash or paid in additional shares. Gain on the sale or redemption of
Fund shares is subject to Kansas personal income tax.

Shareholders will normally be subject to Kansas personal income tax on
dividends paid from income derived from taxable securities and other taxable
investments, and from securities issued by states other than Kansas and on
distribution of capital and other taxable gains.

The Fund will be required to report to the IRS all distributions of
investment company taxable income and net capital gains and gross proceeds from
the redemption or exchange of the Fund's shares, except in the case of certain
exempt shareholders. All such distributions and proceeds from the redemption or
exchange of the Fund's

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shares may be subject to withholding of Federal income tax at the rate of 31% in
the case of non-exempt shareholders who fail to furnish a Fund with their
taxpayer identification numbers and with required certifications regarding their
status under Federal income tax laws.

A deductible "environmental tax" of 0.12% is imposed on a corporation's
modified alternative minimum taxable income in excess of $2 million. The
environmental tax will be imposed even if the corporation is not required to pay
an alternative minimum tax because the corporation's regular income tax
liability exceeds its minimum tax liability. To the extent that exempt-interest
dividends paid by a Fund are included in alternative minimum taxable income,
corporate shareholders may be subject to the environmental tax.

Opinions relating to the validity of municipal securities and the
exemption of interest thereon from Federal income tax are rendered by bond
counsel to the issuers. The Fund, the Adviser and its affiliates, and the Funds'
counsel make no review of proceedings relating to the issuance of state or
municipal securities on the basis of such opinions.

Persons who may be "substantial users" (or "related persons" to
substantial users) of facilities financed by private activity bonds should
consult their tax advisers before purchasing shares of this Fund since the
acquisition of shares of the Fund may result in adverse tax consequences to
them. In addition, all shareholders of a Fund should consult their tax advisers
about the tax consequences to them of their investments in the Fund.

Changes in the tax law, including provisions relating to tax-exempt
income, frequently come under consideration. If such changes are enacted, the
tax consequences arising from an investment in Kansas Tax-Exempt Bond Fund may
be affected. Since the Trust does not undertake to furnish tax advice, it is
important for shareholders to consult their tax advisers regularly about the tax
consequences to them of investing in one or more of the INTRUST Funds.

OTHER INFORMATION

CAPITALIZATION

The Trust is a Delaware business trust established under a Declaration
of Trust dated January 26, 1996 and currently consists of six separately managed
portfolios. Each portfolio is comprised of two classes of shares -- the
"Institutional Service Class" and the "Institutional Premium Class." The two
classes are identical with the exception that the shareholders in the
Institutional Premium Class may pay additional Service Organization fees in an
amount up to 0.50% of the daily net asset value of the Fund's shares owned by
shareholders with whom the Service Organization has a servicing relationship for
record keeping, communications with and education of shareholders, fiduciary
services (excluding investment management) and asset allocation services. The
capitalization of the Trust consists solely of an unlimited number of shares of
beneficial interest with a par value of $0.001 each. The Board of Trustees may
establish additional Funds (with different investment objectives and fundamental
policies) at any time in the future. Establishment and offering of additional
Funds will not alter the rights of the Trust's shareholders. When issued, shares
are fully paid, non-assessable, redeemable and freely transferable. Shares do
not have preemptive rights or subscription rights. In any liquidation of a Fund,
each shareholder is entitled to receive his pro rata share of the net assets of
that Fund.

Expenses incurred in connection with each Fund's organization and the
public offering of its shares have been deferred and are being amortized on a
straight-line basis over a period of not more than five years.

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<PAGE> 122

As of February 4, 1998, no person owned of record, or to the knowledge
of management beneficially owned five percent or more of the outstanding shares
of the respective Fund or classes except as set forth below:

<TABLE>
<CAPTION>
MONEY MARKET FUND
INSTITUTIONAL SERVICE CLASS SHARES OWNED PERCENTAGE OWNED
- --------------------------- ------------ ----------------

<S> <C> <C>
Transco & Company 59,858,959.670 99.82%
Cash Account
c/o INTRUST Bank/Trust Division
105 N. Main
Wichita, KS 67201

<CAPTION>
SHORT-TERM BOND FUND
INSTITUTIONAL SERVICE CLASS SHARES OWNED PERCENTAGE OWNED
- --------------------------- ------------ ----------------

<S> <C> <C>
Transco & Company 1,529,893.441 27.13%
Reinvest Account
c/o INTRUST Bank/Trust Division
105 N. Main
Wichita, KS 67201

Transco & Company 4,109,833.442 72.87%
Cash Account
c/o INTRUST Bank/Trust Division
105 N. Main
Wichita, KS 67201

<CAPTION>
INTERMEDIATE BOND FUND
INSTITUTIONAL SERVICE CLASS SHARES OWNED PERCENTAGE OWNED
- --------------------------- ------------ ----------------

<S> <C> <C>
Transco & Company 1,232,016.183 25.88%
Reinvest Account
c/o INTRUST Bank/Trust Division
105 N. Main
Wichita, KS 67201

Transco & Company 3,527,932.255 74.12%
Cash Account
c/o INTRUST Bank/Trust Division
105 N. Main
Wichita, KS 67201
</TABLE>

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<PAGE> 123

<TABLE>
<CAPTION>
STOCK FUND
INSTITUTIONAL SERVICE CLASS SHARES OWNED PERCENTAGE OWNED
- --------------------------- ------------ ----------------

<S> <C> <C>
Transco & Company 3,961,711.653 50.46%
Reinvest Account
c/o INTRUST Bank/Trust Division
105 N. Main
Wichita, KS 67201

Transco & Company 3,782,506.379 48.18%
Cash Account
c/o INTRUST Bank/Trust Division
105 N. Main
Wichita, KS 67201

<CAPTION>
INT'L MULTI-MANAGER STOCK FUND
INSTITUTIONAL SERVICE CLASS SHARES OWNED PERCENTAGE OWNED
- --------------------------- ------------ ----------------

<S> <C> <C>
Transco & Company 2,776,488.462 56.25%
Reinvest Account
c/o INTRUST Bank/Trust Division
105 N. Main
Wichita, KS 67201

Transco & Company 2,100,823.291 42.56%
Cash Account
c/o INTRUST Bank/Trust Division
105 N. Main
Wichita, KS 67201

<CAPTION>
KANSAS TAX-EXEMPT BOND FUND
INSTITUTIONAL SERVICE CLASS SHARES OWNED PERCENTAGE OWNED
- --------------------------- ------------ ----------------

<S> <C> <C>
Transco & Company 10,007,781.724 94.28
Cash Account
c/o INTRUST Bank/Trust Division
105 N. Main
Wichita, KS 67201
</TABLE>

The Funds do not know the extent to which other holders of record were
beneficial owners of shares indicated.

VOTING RIGHTS

Under the Declaration of Trust, the Trust is not required to hold
annual meetings of each Fund's shareholders to elect Trustees or for other
purposes. When certain matters affect only one class of shares but not another,
the shareholders would vote as a class regarding such matters. It is not
anticipated that the Trust will hold shareholders' meetings unless required by
law or the Declaration of Trust. In this regard, the Trust will be required to
hold a meeting to elect Trustees to fill any existing vacancies on the Board if,
at any time, fewer than a majority of the Trustees have been elected by the
shareholders of the Trust. In addition, the Declaration of Trust provides that
the holders of not less than two-thirds of the outstanding shares of the Trust
may remove persons serving as Trustee either by declaration in writing or at a
meeting called for such purpose. The Trustees are required to call a meeting for
the purpose of considering the removal of persons serving as Trustee if
requested in writing to do so by the holders of not less than 10% of the
outstanding shares of the Trust. To the extent required by applicable law, the
Trustees shall assist shareholders who seek to remove any person serving as
Trustee.

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<PAGE> 124

The Trust's shares do not have cumulative voting rights, so that the
holders of more than 50% of the outstanding shares may elect the entire Board of
Trustees, in which case the holders of the remaining shares would not be able to
elect any Trustees.

CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

INTRUST acts as custodian of the Trust's assets. BFSI acts as transfer
agent for the Funds. The Trust compensates BISYS for providing personnel and
facilities to perform transfer agency related services for the Trust at a rate
intended to represent the cost of providing such services. The International
Multi-Multi-Manager Stock Fund pays no custodian fees as long as all of its
assets are invested in another mutual fund, but incurs its pro-rata portion of
the custody fees of Chase Manhattan Bank, N.A. as Portfolio Custodian. The AMR
Trust Board has reviewed and approved custodial arrangements for securities held
outside of the United States in accordance with Rule 17f-5 of the 1940 Act.

INDEPENDENT AUDITORS

KPMG Peat Marwick LLP has been selected as the independent auditors for
the Trust. KPMG Peat Marwick LLP provides audit services, tax return preparation
and assistance and consultation in connection with certain SEC filings. KPMG
Peat Marwick LLP is located at Two Nationwide Plaza, Columbus, Ohio, 43215.

YIELD AND PERFORMANCE INFORMATION

The Funds may, from time to time, include their yield, effective yield,
tax equivalent yield and average annual total return in advertisements or
reports to shareholders or prospective investors. For the Kansas Tax-Exempt Bond
Fund, such amounts may include returns from its predecessor Fund, the SEI Kansas
Tax Free Income Portfolio.

Current yield for the Money Market Fund will be based on the change in
the value of a hypothetical investment (exclusive of capital changes such as
gains or losses from the sale of securities and unrealized appreciation and
depreciation) over a particular seven-day period, less a pro-rata share of each
Fund's expenses accrued over that period (the "base period"), and stated as a
percentage of the investment at the start of the base period (the "base period
return"). The base period return is then annualized by multiplying by 365/7,
with the resulting yield figure carried to at least the nearest hundredth of one
percent. "Effective yield" for the Money Market Fund assumes that all dividends
received during the base period have been reinvested. Calculation of "effective
yield" begins with the same "base period return" used in the calculation of
yield, which is then annualized to reflect weekly compounding pursuant to the
following formula:

Effective Yield = [(Base Period Return + 1)[RAISED TO THE (365/7) POWER]] - 1.

For the seven-day period ended October 31, 1997, the seven-day
effective yield for the Money Market Fund was 4.87%.

Quotations of yield for the Non-Money Market Fund will be based on the
investment income per share earned during a particular 30-day period, less
expenses accrued during a period ("net investment income") and will be computed
by dividing net investment income by the maximum offering price per share on the
last day of the period, according to the following formula:

YIELD = 2[(a-b+ 1)-l]{RAISED TO THE 6TH POWER]
-------
cd

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<PAGE> 125

where a = dividends and interest earned during the period, b = expenses accrued
for the period (net of any reimbursements), c = the average daily number of
shares outstanding during the period that were entitled to receive dividends,
and d = the maximum offering price per share on the last day of the period.

For the 30-day period ended October 31, 1997, the yield for the
Short-Term Bond Fund and Intermediate Bond Fund were 5.49% and 5.82%,
respectively.

Quotations of tax-equivalent yield for the Kansas Tax-Exempt Bond Fund
will be calculated according to the following formula:

TAX EQUIVALENT YIELD = ( E )
-----
1-p

E = Tax-Exempt yield
p = stated income tax rate

For the 30-day period ended October 31, 1997, the yield for the Kansas
Tax-Exempt Bond Fund was 4.60% and tax equivalent yield, assuming a 39.6%
federal tax rate, was 7.62%. Such yield information includes the prior yield of
the SEI Kansas Tax Free Income Portfolio.

Quotations of average annual total return will be expressed in terms of
the average annual compounded rate of return of a hypothetical investment in a
Fund over periods of 1, 5 and 10 years and since inception (up to the life of
the Fund), calculated pursuant to the following formula:

P (1 + T)[RAISED TO THE NTH POWER] ___ = ERV

(where P = a hypothetical initial payment of $l,000, T = the average annual
total return, n = the number of years, and ERV = the ending redeemable value of
a hypothetical $1,000 payment made at the beginning of the period). All total
return figures will reflect the deduction of the maximum sales charge and a
proportional share of Fund expenses (net of certain reimbursed expenses) on an
annual basis, and will assume that all dividends and distributions are
reinvested when paid.

For the period from commencement of operations (January 20, 1997)
through October 31, 1997, the total return for the International Multi-Manager
Stock Fund was 9.70%. For the period from commencement of operations (January
21, 1997) through October 31, 1997, the total return for the Short-Term Bond
Fund, Intermediate Bond Fund and Stock Fund were 5.13%, 6.77% and 13.10%,
respectively.

For the one year, three year, five year periods ended October 31, 1997,
and the period from commencement of operations (December 10, 1990) through
October 31, 1997, the average annual total returns for the Kansas Tax-Exempt
Bond Fund were were 7.02%, 7.41%, 6.46% and 6.78%, respectively. Such
performance includes the prior performance of the SEI Kansas Tax Free Income
Portfolio. Of course, past performance is no guarantee as to future performance.

Quotations of yield and total return will reflect only the performance
of a hypothetical investment in the Funds during the particular time period
shown. Yield and total return for the Funds will vary based on changes in the
market conditions and the level of the Fund's expenses, and no reported
performance figure should be considered an indication of performance which may
be expected in the future.

In connection with communicating its yields or total return to current
or prospective unit holders, the Funds also may compare these figures to the
performance of other mutual funds tracked by mutual fund rating services or to
other unmanaged indexed which may assume reinvestment of dividends but generally
do not reflect deductions for administrative and management costs.

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<PAGE> 126

Performance information for the Funds may be compared, in reports and
promotional literature, to: (i) the Standard & Poor's 500 Stock Index, Dow Jones
Industrial Average, or other unmanaged indices so that investors may compare the
Funds' results with those of a group of unmanaged securities widely regarded by
investors as representative of the securities markets in general; (ii) other
groups of mutual funds tracked by Lipper Analytical Services, a widely used
independent research firm which ranks mutual funds by overall performance,
investment objectives, and assets, or tracked by other services, companies,
publications, or persons who rank mutual funds on overall performance or other
criteria; and (iii) the Consumer Price Index (measure for inflation) to assess
the real rate of return from an investment of dividends but generally do not
reflect deductions for administrative and management costs and expenses.

Investors who purchase and redeem shares of the Funds through a
customer account maintained at a Service Organization may be charged one or more
of the following types of fees as agreed upon by the Service Organization and
the investor, with respect to the customer services provided by the Service
Organization: account fees (a fixed amount per month or per year); transaction
fees (a fixed amount per transaction processed); compensating balance
requirements (a minimum dollar amount a customer must maintain in order to
obtain the services offered); or account maintenance fees (a periodic charge
based upon a percentage of the assets in the account or of the dividends paid on
those assets). Such fees will have the effect of reducing the yield and average
annual total return of the Funds for those investors. Investors who maintain
accounts with the Trust as transfer agent will not pay these fees.

FINANCIAL STATEMENTS

The Report of Independent Auditors and Financial Statements of the
Funds for period ended October 31, 1997 are incorporated herein by reference to
the Trust's Annual Report, such Financial Statements having been audited by KPMG
Peat Marwick LLP, independent auditors, and is so included and incorporated by
reference in reliance upon the report of said firm, which report is given upon
their authority as experts in auditing and accounting. The Independent Auditors
of the AMR Investment Services International Equity Portfolio is Ernst & Young
LLP. Copies of such Annual Report are available without charge upon request by
writing to INTRUST Funds Trust, 3435 Stelzer Road, Columbus, Ohio 43219-8006 or
telephoning (888) 266-8787.

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