MARQUIS FUNDS, 497, 1997-03-07

MARQUIS FUNDS
497, 1997-03-07

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<PAGE>

PROSPECTUS -- DATED JANUARY 28, 1997
as supplemented March 4, 1997

GOVERNMENT SECURITIES FUND
STRATEGIC INCOME BOND FUND
LOUISIANA TAX-FREE INCOME FUND
BALANCED FUND . VALUE EQUITY FUND
GROWTH EQUITY FUND . SMALL CAP EQUITY FUND
INTERNATIONAL EQUITY FUND

[LOGO OF MARQUIS(SM) FAMILY OF FUNDS APPEARS HERE]

MARQUIS(SM)
FAMILY OF FUNDS
High Quality. High Standards. Highly Personal.
<PAGE>

MARQUIS FUNDS (R)
Investment Adviser:
FIRST NATIONAL BANK OF COMMERCE IN NEW ORLEANS
. GOVERNMENT SECURITIES FUND
. LOUISIANA TAX-FREE INCOME FUND
. STRATEGIC INCOME BOND FUND
. BALANCED FUND
. VALUE EQUITY FUND
. GROWTH EQUITY FUND
. SMALL CAP EQUITY FUND
. INTERNATIONAL EQUITY FUND

MARQUIS FUNDS (R) (the "Trust") is a mutual fund that offers a convenient and
economical means of investing in one or more professionally managed portfolios
of securities. This Prospectus offers Class A and Class B shares of the above
funds (collectively, the "Funds" and each a "Fund"), each of which is a
separate series of the Trust.

Class A shares are sold with a front-end sales load that will be reduced or
waived in certain circumstances. Class B shares are sold subject to annual
distribution and service fees and a contingent deferred sales charge that is
eliminated five years after purchase, at which point the Class B shares
automatically convert into Class A shares.

The Small Cap Equity Fund currently seeks to achieve its objective of capital
appreciation by investing up to 100% of its assets in the Small Cap Growth
Portfolio, a separate series of SEI Institutional Managed Trust ("SIMT"), an
open-end management investment company advised by SEI Financial Management
Corporation ("SFM"), with an investment objective, investment policies and
restrictions identical to those of the Small Cap Equity Fund. The performance
of the Small Cap Equity Fund, therefore, will be directly related to the
performance of the Small Cap Growth Portfolio.

The International Equity Fund currently seeks to achieve its objective of
long-term capital appreciation by investing up to 100% of its assets in the
International Equity Portfolio, a separate series of SEI International Trust
("SIT"), an open-end management investment company advised by SFM, with an
investment objective, investment policies and restrictions identical to those
of the International Equity Fund. The performance of the International Equity
Fund, therefore, will be directly related to the performance of the
International Equity Portfolio.

This Prospectus sets forth concisely the information about the Funds and the
Trust that a prospective investor should know before investing in any of the
Funds. Investors are advised to read this Prospectus and retain it for future
reference. A Statement of Additional Information dated January 28, 1997, as
supplemented from time to time, has been filed with the Securities and
Exchange Commission (the "SEC") and is available without charge by calling 1-
800-471-1144. The Statement of Additional Information is incorporated into
this Prospectus by reference.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY ANY BANK, INCLUDING FIRST NATIONAL BANK OF COMMERCE IN NEW
ORLEANS OR ANY OF ITS AFFILIATES OR CORRESPONDENTS, INCLUDING FIRST COMMERCE
CORPORATION. THE TRUST'S SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
- --------------------------------------------------------------------------------

JANUARY 28, 1997, AS SUPPLEMENTED MARCH 4, 1997
<PAGE>

SUMMARY

MARQUIS FUNDS (R) (the "Trust") is an open-end, management investment
company providing a convenient way to invest in professionally managed
portfolios of securities. This summary provides basic information about the
Class A and the Class B shares of the Trust's Government Securities Fund,
Louisiana Tax-Free Income Fund, Strategic Income Bond Fund (these three,
collectively, the "Fixed Income Funds"), Balanced Fund, Value Equity Fund,
Growth Equity Fund, Small Cap Equity Fund and International Equity Fund (these
five, collectively, the "Equity Funds"). Each Fund is a separate series of the
Trust.

WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF EACH FUND? The GOVERNMENT
SECURITIES FUND seeks to provide current income consistent with relative
stability of capital by investing primarily in U.S. Government securities. The
LOUISIANA TAX-FREE INCOME FUND seeks to provide a level of current income
consistent with relative stability of capital by investing primarily in
investment grade securities, the interest on which is exempt from federal
income tax and Louisiana personal income taxes and is not a preference item
for purposes of the alternative minimum tax. The STRATEGIC INCOME BOND FUND
seeks to provide current income by investing primarily in investment grade
fixed income securities. The BALANCED FUND seeks to provide capital
appreciation and current income through the regular payment of dividends and
interest by investing in a combination of equity, fixed income and money
market instruments. The VALUE EQUITY FUND seeks to provide long-term capital
appreciation by investing primarily in equity securities which have a low
current valuation relative to various measures of intrinsic value. The GROWTH
EQUITY FUND seeks to provide long-term capital appreciation by investing
primarily in companies whose sales end earnings are expected to grow at an
above average rate. The SMALL CAP EQUITY FUND seeks to provide long-term
capital appreciation by investing up to 100% of its assets in Class A shares
of the Small Cap Growth Portfolio of SIMT, which in turn invests primarily in
equity securities of smaller growth companies (i.e., companies with equity
market capitalizations of less than $1 billion at the time of purchase). The
INTERNATIONAL EQUITY FUND seeks to provide long-term capital appreciation by
investing up to 100% of its assets in Class A shares of the International
Equity Portfolio of SIT, which in turn invests primarily in a diversified
portfolio of equity securities of non-U.S. issuers. There can be no assurance
that any Fund will achieve its investment objective.

WHAT ARE THE RISKS INVOLVED WITH AN INVESTMENT IN THE FUNDS? The investment
policies of each Fund entail certain risks and considerations of which an
investor should be aware. Values of fixed income securities and,
correspondingly, share prices of Funds invested in such securities, tend to
vary inversely with interest rates and may be affected by other market and
economic factors as well. The Louisiana Tax-Free Income Fund, which is a non-
diversified fund, will invest primarily in Louisiana municipal securities. The
Fixed Income Funds and the Balanced Fund may also invest in securities that
have speculative characteristics. The Balanced, Value Equity and Growth Equity
Funds may purchase equity securities that are volatile and may fluctuate in
value more than other types of investments. The Small Cap Equity Fund and the
International Equity Fund (together, the "Feeder Funds") are currently
"feeder" funds in separate Corporate Master-Feeder(TM) structures. That is,
the Small Cap Equity Fund and International Equity Fund each invest in another
open-end management investment company and hold as their only investment
securities, shares of a single "master" fund, in this case, the Small Cap
Growth Portfolio and the International Equity Portfolio (together, the
"Portfolios"), respectively.

ARE MY INVESTMENTS INSURED? Any guaranty by the U.S. Government, its
agencies or instrumentalities of the securities in which any Fund invests
guarantees only the payment of principal and interest on the guaranteed
security and does not guarantee the yield or value of the security or the
yield or value of shares of that Fund. The Trust's shares are not federally
insured by the FDIC or any other government agency.

For more information about each Fund, see "Investment Objectives and
Policies," "General Investment Policies" and "Description of Permitted
Investments and Risk Factors."

HOW DO I PURCHASE SHARES? The Funds offer two classes of shares to the
general public: Class A shares and Class B shares.

<PAGE>

Class A shares are offered at net asset value per share plus a maximum
initial sales charge of 3.50%. Certain purchases of Class A shares qualify for
waived or reduced initial sales charges. Class A shares of the Funds are not
subject to sales charges at the time of redemption and are not assessed any
annual distribution fees.

Class B shares are offered at net asset value per share and are subject to a
maximum contingent deferred sales charge of 3.50% of redemption proceeds
during the first year, declining each year thereafter and reaching 0% after
the fifth year. Class B shares of the Funds pay annual distribution and
service fees of .75% of their average daily net assets. Class B shares convert
automatically to Class A shares five years after the beginning of the calendar
month in which the shareholder's purchase order was accepted. For more
information on Class A and Class B shares, see "How to Purchase Shares,"
"Alternative Sales Charge Options" and "The Distributor."

WHO IS THE ADVISER? The Trust Group of First National Bank of Commerce in
New Orleans (the "Adviser") serves as the Adviser to each Fund. With respect
to the Small Cap Equity Fund and the International Equity Fund, the Adviser
invests in a "master" fund, cash and other non-investment securities and
monitors the performance of SFM as the manager of the Small Cap Growth
Portfolio and the International Equity Portfolio. See "Expense Summary" and
"The Adviser."

WHO IS THE ADMINISTRATOR? SEI Fund Resources serves as the administrator of
the Trust. See "Expense Summary" and "The Administrator."

WHO IS THE TRANSFER AGENT? DST Systems, Inc. serves as transfer agent,
dividend disbursing agent and shareholder servicing agent for the Trust. See
"The Shareholder Servicing Agent and Transfer Agent."

WHO IS THE DISTRIBUTOR? SEI Financial Services Company ("SFS") serves as
distributor of the Trust's shares. See "The Distributor."

HOW ARE DIVIDENDS PAID? Substantially all of the net investment income
(exclusive of capital gains) of each Fund is distributed in the form of
periodic dividends. Any net realized capital gain is distributed at least
annually. Distributions are paid in additional shares unless the shareholder
elects to take the payment in cash. See "Dividends."

<PAGE>

EXPENSE SUMMARY

<TABLE>
<CAPTION>
ALL FUNDS
SHAREHOLDER TRANSACTION EXPENSES CLASS A
- ---------------------------------------------------------------------------------
<S> <C>
Maximum Sales Load Imposed on Purchases (as a percentage of offering
price) 3.50%
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage
of offering price) None
*Maximum Contingent Deferred Sales Charge (as a percentage of
original
purchase price or redemption proceeds, as applicable) None
Wire Redemption Fee $25
Exchange Fee None
=================================================================================
</TABLE>
* A redemption charge of 1.00% will be assessed against the proceeds of any
redemption request relating to Class A shares of the Funds that were
purchased without a sales charge in reliance upon the waiver accorded to
purchases in the amount of $1 million or more, but only where such
redemption request is made within 1 year of the date the shares were
purchased. See "Alternative Sales Charge Options--Class A Shares."

ANNUAL OPERATING EXPENSES--CLASS A
(as a percentage of average net assets)
<TABLE>
<CAPTION>
LOUISIANA STRATEGIC
GOVERNMENT TAX-FREE INCOME
SECURITIES INCOME BOND BALANCED VALUE EQUITY GROWTH EQUITY
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Management Fees (after
fee waivers) (1) .48% .27% .55% .66% .74% .64%
12b-1 Fees None None None None None None
Other Expenses (1)(2) .22% .38% .35% .24% .26% .36%
- --------------------------------------------------------------------------------------------
Total Operating Expenses
(after fee waivers) (3) .70% .65% .90% .90% 1.00% 1.00%
============================================================================================
</TABLE>
(1) The Adviser has voluntarily agreed to waive its fee, and the Administrator
has voluntarily agreed to reimburse Other Expenses, to the extent
necessary to keep "Total Operating Expenses" from exceeding .70% for the
Government Securities Fund, .65% for the Louisiana Tax-Free Income Fund,
.90% for the Strategic Income Bond Fund, .90% for the Balanced Fund, 1.00%
for the Value Equity Fund and 1.00% for the Growth Equity Fund. The
Adviser and Administrator each reserves the right to terminate its waiver
or reimbursement, respectively, at any time in its sole discretion. Absent
such waivers, management fees would be as follows: Government Securities
Fund--.55%; Louisiana Tax-Free Income Fund--.35%; Strategic Income Bond
Fund--.74%; Balanced Fund--.74%, Value Equity Fund--.74% and Growth Equity
Fund--.74%.
(2) Other Expenses for the Growth Equity Fund and Strategic Income Bond Fund
are based on estimated amounts for the current fiscal year.
(3) Absent the Adviser's voluntary fee waiver and the Administrator's
voluntary fee reimbursement, Total Operating Expenses for Class A shares
would be as follows: Government Securities Fund--.80%; Louisiana Tax-Free
Income Fund--.75%; Strategic Income Bond Fund--1.09%; Balanced Fund--
1.01%; Value Equity Fund--1.02%; and Growth Equity Fund--1.12%. Total
Operating Expenses for the Government Securities Fund, Louisiana Tax-Free
Fund, Balanced Fund and Value Equity Fund have been restated to reflect
current fees.

<PAGE>

ANNUAL OPERATING EXPENSES--CLASS A (as a percentage of average net assets)

<TABLE>
<CAPTION>
SMALL CAP INTERNATIONAL
EQUITY FUND EQUITY FUND
- ------------------------------------------------------------------------------
<S> <C> <C>
Management Fees (after fee waivers) (1) 1.19% 1.15%
12b-1 Fees None None
Other Expenses (after fee reimbursements) (1)(2) .11% .40%
- ------------------------------------------------------------------------------
Total Operating Expenses (after fee waivers) (1)(3) 1.30% 1.55%
==============================================================================
</TABLE>
(1) Management Fees include fees at the "master" level of 1.00% and .96% for
the Small Cap Growth Portfolio and the International Equity Portfolio,
respectively, and fees at the "feeder" level of .19% and .19% for the Small
Cap Equity Fund and the International Equity Fund, respectively. The
Adviser has voluntarily agreed to waive its fee, and the Administrator has
voluntarily agreed to reimburse Other Expenses, to the extent necessary to
keep the Total Operating Expenses at the feeder level from exceeding .20%
for the Small Cap Equity Fund and .27% for the International Equity Fund.
The Adviser and the Administrator each reserves the right to terminate its
waiver or reimbursement, respectively, at any time in its sole discretion.
Absent such waiver, Management Fees at the feeder level would be .40% for
the Small Cap Equity Fund and .40% for the International Equity Fund.
Absent such reimbursements, Other Expenses at the feeder level for the
Small Cap Equity Fund and International Equity Fund are estimated to be
.60% and .67%, respectively, for the current fiscal year.
(2) Other Expenses include expenses at the "master" level of .10% and .32% for
the Small Cap Growth Portfolio and the International Equity Portfolio,
respectively, and expenses at the "feeder" level of .01% and .08% for the
Small Cap Equity Fund and the International Equity Fund, respectively. The
Distributor has waived, on a voluntary basis, all or a portion of its
shareholder servicing fee at the master level with respect to the
Portfolios and the Other Expenses shown reflect this waiver. The
Distributor reserves the right to terminate its waiver at any time in its
sole discretion. Absent such waivers, Other Expenses of the Small Cap
Growth Portfolio and International Equity Portfolio at the master level
would be .32% and .44%, respectively.
(3) Absent the master fund adviser's voluntary fee waivers, the Adviser's
voluntary fee waivers and the Administrator's voluntary reimbursements,
Total Operating Expenses are estimated to be as follows: Small Cap Equity
Fund--2.32%; and International Equity Fund--2.47%.

The Trustees believe that, because of the resultant economies of scale and
associated decreased expenses, the aggregate per share expenses of both the
Small Cap Equity Fund and International Equity Fund together with those of the
corresponding Portfolio will be approximately equal to the expenses the
respective Fund would incur if it invested directly in securities in which the
corresponding Portfolio invests.

EXAMPLE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------------------------
<S> <C> <C> <C> <C>
You would pay the following expenses on
a $1,000 investment in Class A shares
assuming (1) imposition of the maximum
sales load; (2) 5% annual return and
(3) redemption at the end of each time
period:
Government Securities Fund $42 $57 $73 $119
Louisiana Tax-Free Income Fund $41 $55 $70 $113
Strategic Income Bond Fund $44 $63 N/A N/A
Balanced Fund $44 $63 $83 $142
Value Equity Fund $45 $66 $88 $153
Growth Equity Fund $45 $66 N/A N/A
Small Cap Equity Fund $48 $75 N/A N/A
International Equity Fund $50 $82 N/A N/A
========================================================================
</TABLE>

THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. BECAUSE
THE STRATEGIC INCOME BOND, GROWTH EQUITY, SMALL CAP EQUITY AND INTERNATIONAL
EQUITY FUNDS WERE EITHER NOT OPERATIONAL OR HAD JUST RECENTLY BECOME
OPERATIONAL AS OF THE DATE OF THIS PROSPECTUS, THE FUNDS HAVE NOT PROJECTED
EXPENSES BEYOND THE THREE-YEAR PERIOD SHOWN.

<PAGE>

The purpose of the foregoing table and example is to assist the investor in
understanding the various costs and expenses that may be directly or
indirectly borne by investors in Class A shares of the Funds. Shareholders
purchasing shares through a financial institution may be charged additional
account fees by that institution. The information set forth in the foregoing
table and example relates only to Class A shares. Additional information may
be found under "The Adviser," "The Administrator" and "The Distributor."

The rules of the Securities and Exchange Commission require that the maximum
sales charge be reflected in the above table. However, certain investors may
qualify for reduced sales charges. See "Alternative Sales Charge Options-Class
A Shares."
<TABLE>
<CAPTION>
ALL FUNDS
SHAREHOLDER TRANSACTION EXPENSES CLASS B
- -------------------------------------------------------------------------------
<S> <C>
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) None
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price) None
Maximum Contingent Deferred Sales Charge
(as a percentage of original purchase price or redemption proceeds,
as applicable) 3.50%
Wire Redemption Fee $25
Exchange Fee None
</TABLE>

ANNUAL OPERATING EXPENSES--CLASS B
(as a percentage of average net assets)
<TABLE>
<CAPTION>
LOUISIANA STRATEGIC
GOVERNMENT TAX-FREE INCOME
SECURITIES INCOME BOND FUND BALANCED VALUE EQUITY GROWTH EQUITY
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Management Fees
(after fee waivers) (1) .48% .27% .55% .66% .74% .64%
12b-1 Fees .75% .75% .75% .75% .75% .75%
Other Expenses (1)(2) .22% .38% .35% .24% .26% .36%
- --------------------------------------------------------------------------------------------
Total Operating Expenses
(after fee waivers) (3) 1.45% 1.40% 1.65% 1.65% 1.75% 1.75%
============================================================================================
</TABLE>
(1) The Adviser has voluntarily agreed to waive its fee, and the Administrator
has voluntarily agreed to reimburse Other Expenses, to the extent
necessary to keep "Total Operating Expenses" from exceeding 1.45% for the
Government Securities Fund, 1.40% for the Louisiana Tax-Free Income Fund,
1.65% for the Strategic Income Bond Fund and 1.65% for the Balanced Fund,
1.75% for the Value Equity Fund, and 1.75% for the Growth Equity Fund. The
Adviser and Administrator each reserves the right to terminate its waiver
or reimbursement, respectively, at any time in its sole discretion. Absent
such waivers, advisory fees would be as follows: Government Securities
Fund--.55%; Louisiana Tax-Free Income Fund--.35%; Strategic Income Bond
Fund--.74%; Balanced Fund--.74%, Value Equity Fund--.74% and Growth Equity
Fund--.74%.
(2) Other Expenses for the Growth Equity Fund and Strategic Income Bond Fund
are based on estimated amounts for the current fiscal year.
(3) Absent the Adviser's voluntary fee waiver and the Administrator's
voluntary fee reimbursement, Total Operating Expenses for Class B shares
would be as follows: Government Securities Fund--1.55%; Louisiana Tax-Free
Income Fund--1.50%; Strategic Income Bond Fund--1.84%; Balanced Fund--
1.76%; Value Equity Fund--1.77%; and Growth Equity Fund--1.87%. Total
Operating Expenses for the Government Securities Fund, Louisiana Tax-Free
Fund, Balanced Fund and Value Equity Fund have been restated to reflect
current fees.
<TABLE>
<CAPTION>
SMALL CAP INTERNATIONAL
EQUITY FUND EQUITY FUND
- ------------------------------------------------------------------------------
<S> <C> <C>
Management Fees (after fee waivers)(1) 1.19% 1.15%
12b-1 Fees .75% .75%
Other Expenses (after fee reimbursements)(1)(2) .11% .40%
- ------------------------------------------------------------------------------
Total Operating Expenses (after fee waivers) (1)(3) 2.05% 2.30%
==============================================================================
</TABLE>
(1) Management Fees include fees at the "master" level of 1.00% and .96% for
the Small Cap Growth Portfolio and the International Equity Portfolio,
respectively, and fees at the "feeder" level of .19% and .19% for the
Small Cap Equity Fund and the International Equity Fund, respectively. The
Adviser has voluntarily agreed to waive its fee, and the Administrator has
voluntarily agreed to reimburse Other Expenses, to the extent necessary to
keep the Total Operating Expenses at the feeder level from exceeding .20%
for the Small Cap Equity Fund and .27% for the International Equity Fund.
The Adviser and the Administrator each reserves the right to terminate its
waiver or reimbursement, respectively, at any time in its sole discretion.
Absent such waiver, Management Fees at the feeder level would be .40% for
the Small Cap Equity Fund and .40% for the International Equity Fund.
Absent such reimbursements, Other Expenses at the feeder level for the
Small Cap Equity Fund and International Equity Fund are estimated to be
.60% and .67%, respectively, for the current fiscal year.

<PAGE>

(2) Other Expenses include expenses at the "master" level of .10% and .32% for
the Small Cap Growth Portfolio and the International Equity Portfolio,
respectively, and expenses at the "feeder" level of .01% and .08% for the
Small Cap Equity Fund and the International Equity Fund, respectively. The
Distributor has waived, on a voluntary basis, all or a portion of its
shareholder servicing fee at the master level with respect to the
Portfolios and the Other Expenses shown reflect this waiver. The
Distributor reserves the right to terminate its waiver at any time in its
sole discretion. Absent such waivers, Other Expenses of the Small Cap
Growth Portfolio and International Equity Portfolio at the master level
would be .32% and .44%, respectively.
(3) Absent the master fund adviser's voluntary fee waivers, the Adviser's
voluntary fee waivers and the Administrator's voluntary reimbursements,
Total Operating Expenses are estimated to be as follows: Small Cap Equity
Fund--3.07%; and International Equity Fund--3.22%.

The Trustees believe that, because of the resultant economies of scale and
associated decreased expenses, the aggregate per share expenses of both of the
Small Cap Equity Fund and International Equity Fund together with those of the
corresponding Portfolio will be approximately equal to the expenses the
respective Fund would incur if it invested directly in securities in which the
corresponding Portfolio invests.
EXAMPLE
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
You would pay the following expenses on a
$1,000 investment in Class B shares assuming
(1) deduction of the maximum contingent
deferred sales charge applicable and (2) 5%
annual return:
Government Securities Fund
Assuming a complete redemption at end
of period $50 $66 $ 84 $125*
Assuming no redemptions $15 $46 $ 79 $125*
Louisiana Tax-Free Income Fund
Assuming a complete redemption at end
of period $49 $64 $ 82 $119*
Assuming no redemptions $14 $44 $ 77 $119*
Strategic Income Bond Fund
Assuming a complete redemption at end
of period $52 $72 N/A N/A
Assuming no redemptions $17 $52 N/A N/A
Balanced Fund
Assuming a complete redemption at end
of period $52 $72 $ 95 $147*
Assuming no redemptions $17 $52 $ 90 $147*
Value Equity Fund
Assuming a complete redemption at end
of period $53 $75 $100 $159*
Assuming no redemptions $18 $55 $ 95 $159*
Growth Equity Fund
Assuming a complete redemption at end
of period $53 $75 N/A N/A
Assuming no redemptions $18 $55 N/A N/A
Small Cap Equity Fund
Assuming a complete redemption at end
of period $56 $84 N/A N/A
Assuming no redemptions $21 $64 N/A N/A
International Equity Fund
Assuming a complete redemption at end
of period $58 $92 N/A N/A
Assuming no redemptions $23 $72 N/A N/A
==============================================================================
</TABLE>
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. BECAUSE
THE STRATEGIC INCOME BOND, GROWTH EQUITY, SMALL CAP EQUITY AND INTERNATIONAL
EQUITY FUNDS WERE EITHER NOT OPERATIONAL OR HAD JUST RECENTLY BECOME
OPERATIONAL AS OF THE DATE OF THIS PROSPECTUS, THE FUNDS HAVE NOT PROJECTED
EXPENSES BEYOND THE THREE-YEAR PERIOD SHOWN.

* Class B shares automatically convert to Class A shares after 5 years.

Additional information may be found under "The Adviser," "The Administrator"
and "The Distributor."

Long-term Class B shareholders may eventually pay more than the economic
equivalent of the maximum front-end sales charges otherwise permitted by
National Association of Securities Dealers, Inc.'s Conduct Rules.

<PAGE>

FINANCIAL HIGHLIGHTS

The following financial highlights for a share outstanding throughout each
period ended September 30 have been audited by Arthur Andersen LLP, independent
public accountants, whose report thereon was unqualified. This information
should be read in conjunction with the Trust's financial statements and notes
thereto which are included in the Statement of Additional Information under the
heading "Financial Information." Additional performance information is set
forth in the Trust's 1996 Annual Report to Shareholders and is available upon
request and without charge by calling 1-800-471-1144. The Strategic Income
Bond, Small Cap Equity and International Equity Funds had not commenced
operations as of September 30, 1996.

For a Class A Share Outstanding Throughout each Period ended September 30,

<TABLE>
<CAPTION>
REALIZED RATIO OF RATIO OF RATIO OF
AND NET NET EXPENSES NET EXPENSES
NET ASSET UNREALIZED DISTRIBUTIONS DISTRIBUTIONS ASSET ASSETS TO INVESTMENT TO AVERAGE
VALUE NET GAINS OR FROM NET FROM VALUE END OF AVERAGE INCOME TO NET ASSETS
BEGINNING INVESTMENT (LOSSES) ON INVESTMENT CAPITAL END OF TOTAL PERIOD NET AVERAGE (EXCLUDING
OF PERIOD INCOME INVESTMENTS INCOME GAINS PERIOD RETURN+ (000) ASSETS NET ASSETS WAIVERS)
--------- ---------- ----------- ------------- ------------- ------ ------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GOVERNMENT SECURITIES FUND CLASS A
1996 $ 9.87 $0.55 $(0.16) $(0.55) $ -- $ 9.71 4.10% $160,317 0.70% 5.53% 0.79%
1995 9.41 0.54 0.46 (0.54) -- 9.87 10.84 124,404 0.70 5.63 0.84
1994 10.00 0.43 (0.59) (0.43) -- 9.41 (1.66) 97,562 0.70 4.43 0.90
LOUISIANA TAX-FREE INCOME FUND CLASS A
1996 $ 9.79 $0.42 $ -- $(0.42) $ -- $ 9.79 4.48% $ 20,937 0.65% 4.38% 0.75%
1995 9.38 0.42 0.41 (0.42) -- 9.79 9.01 11,705 0.65 4.51 0.95
1994 10.00 0.36 (0.62) (0.36) -- 9.38 (2.68) 6,971 0.65 4.10 1.72
BALANCED FUND CLASS A
1996 $10.87 $0.38 $ 0.59 $(0.38) $(0.15) $11.31 9.11% $114,384 0.89% 3.53% 1.01%
1995 9.59 0.37 1.28 (0.37) -- 10.87 17.58 87,076 0.85 3.70 1.04
1994 10.00 0.31 (0.41) (0.31) -- 9.59 (1.02) 71,379 0.85 3.18 1.14
VALUE EQUITY FUND CLASS A
1996 $11.81 $0.25 $ 1.30 $(0.25) $(0.18) $12.93 13.38% $ 93,508 0.97% 2.12% 1.02%
1995 9.65 0.24 2.16 (0.24) -- 11.81 25.13 58,854 0.90 2.40 1.07
1994 10.00 0.18 (0.35) (0.18) -- 9.65 (1.64) 41,922 0.90 1.95 1.17
GROWTH EQUITY FUND CLASS A
1996(1) $11.00 $0.05 $ 1.10 $(0.05) $ -- $12.10 10.46% $ 18,400 1.00%* 0.73%* 1.12%*
<CAPTION>
RATIO OF
NET
INVESTMENT
INCOME TO
AVERAGE
NET ASSETS PORTFOLIO AVERAGE
(EXCLUDING TURNOVER COMMISSION
WAIVERS) RATE RATE**
---------- ---------- ----------
<S> <C> <C> <C>
GOVERNMENT SECURITIES FUND CLASS A
1996 5.44% 22.80% n/a
1995 5.49 18.33 n/a
1994 4.23 37.80 n/a
LOUISIANA TAX-FREE INCOME FUND CLASS A
1996 4.28% 8.26% n/a
1995 4.21 2.31 n/a
1994 3.03 30.31 n/a
BALANCED FUND CLASS A
1996 3.41% 57.22% $.0794
1995 3.51 55.06 n/a
1994 2.89 64.09 n/a
VALUE EQUITY FUND CLASS A
1996 2.07% 95.93% $.0795
1995 2.23 97.88 n/a
1994 1.68 161.42 n/a
GROWTH EQUITY FUND CLASS A
1996(1) 0.61%* 91.09%* $.0797
</TABLE>
- --------
+ Total Return does not reflect sales load on Class A shares.
* Annualized.
** Average commission rate paid for security purchases and sales during the
period. Presentation of the rate is only required for fiscal years beginning
after September 1, 1995.
(1) Commenced operations on March 1, 1996.

<PAGE>

FINANCIAL HIGHLIGHTS

The following financial highlights for a share outstanding throughout each
period ended September 30 have been audited by Arthur Andersen LLP,
independent public accountants, whose report thereon was unqualified. This
information should be read in conjunction with the Trust's financial
statements and notes thereto which are included in the Statement of Additional
Information under the heading "Financial Information." Additional performance
information is set forth in the Trust's 1996 Annual Report to Shareholders and
is available upon request and without charge by calling 1-800-471-1144. The
Strategic Income Bond, Small Cap Equity and International Equity Funds had not
commenced operations as of September 30, 1996.

For a Class B Share Outstanding Throughout each Period ended September 30,

<TABLE>
<CAPTION>
RATIO OF
REALIZED RATIO OF NET RATIO OF
AND NET NET EXPENSES INVESTMENT EXPENSES
NET ASSET UNREALIZED DISTRIBUTIONS DISTRIBUTIONS ASSET ASSETS TO INCOME TO TO AVERAGE
VALUE NET GAINS OR FROM NET FROM VALUE END OF AVERAGE AVERAGE NET ASSETS
BEGINNING INVESTMENT (LOSSES) ON INVESTMENT CAPITAL END OF TOTAL PERIOD NET NET (EXCLUDING
OF PERIOD INCOME INVESTMENTS INCOME GAINS PERIOD RETURN+ (000) ASSETS ASSETS WAIVERS)
--------- ---------- ----------- ------------- ------------- ------ ------- ------ -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GOVERNMENT SECURITIES FUND CLASS B
1996 $ 9.92 $0.46 $(0.15) $(0.47) $ -- $ 9.76 3.23% $ 523 1.45% 4.81% 1.54%
1995 9.46 0.46 0.47 (0.47) -- 9.92 10.10 244 1.45 4.86 1.59
1994 10.04 0.31 (0.58) (0.31) -- 9.46 (2.84)* 147 1.45* 3.88* 1.69*
LOUISIANA TAX-FREE INCOME FUND CLASS B
1996 $ 9.79 $0.35 $ -- $(0.35) $ -- $ 9.79 3.60% $ 727 1.40% 3.62% 1.50%
1995 9.39 0.35 0.40 (0.35) -- 9.79 8.21 567 1.40 3.77 1.70
1994 9.87 0.27 (0.48) (0.27) -- 9.39 (2.58)* 601 1.40* 3.35* 2.47*
BALANCED FUND CLASS B
1996 $10.93 $0.30 $ 0.59 $(0.30) $(0.15) $11.37 8.30% $1,996 1.64% 2.80% 1.76%
1995 9.64 0.30 1.29 (0.30) -- 10.93 16.75 1,137 1.60 2.95 1.79
1994 10.03 0.18 (0.39) (0.18) -- 9.64 (2.24)* 868 1.60* 2.55* 1.94*
VALUE EQUITY FUND CLASS B
1996 $11.86 $0.17 $ 1.29 $(0.17) $(0.18) $12.97 12.49% $3,990 1.73% 1.37% 1.77%
1995 9.70 0.15 2.17 (0.16) -- 11.86 24.17 1,288 1.65 1.62 1.82
1994 9.95 0.08 (0.25) (0.08) -- 9.70 (1.82)* 389 1.65* 1.30* 1.93*
GROWTH EQUITY FUND CLASS B
1996(1) $11.14 $0.01 $ 0.93 $(0.01) $ -- $12.07 8.48% $ 152 1.75%* (0.02)* 1.87%*

RATIO OF
NET
INVESTMENT
INCOME TO
AVERAGE
NET ASSETS PORTFOLIO AVERAGE
(EXCLUDING TURNOVER COMMISSION
WAIVERS) RATE RATE**
---------- --------- ----------
<S> <C> <C> <C>
GOVERNMENT SECURITIES FUND CLASS B
1996 4.72% 22.80% n/a
1995 4.72 18.33 n/a
1994 3.64* 37.80 n/a
LOUISIANA TAX-FREE INCOME FUND CLASS B
1996 3.52% 8.26% n/a
1995 3.47 2.31 n/a
1994 2.28* 30.31 n/a
BALANCED FUND CLASS B
1996 2.68% 57.22% $.0794
1995 2.76 55.06 n/a
1994 2.21* 64.09 n/a
VALUE EQUITY FUND CLASS B
1996 1.33% 95.93% $0.795
1995 1.45 97.88 n/a
1994 1.02* 161.42 n/a
GROWTH EQUITY FUND CLASS B
1996(1) (0.14)* 91.09% $.0797
</TABLE>
- --------
+ Total return does not reflect contingent deferred sales charge on Class B
shares.
* Annualized.
** Average commission rate paid per share for security purchases and sales
during the period. Presentation of the rate is only required for fiscal
years beginning after September 1, 1995.
(1) Commenced operations on April 19, 1996.

<PAGE>

FINANCIAL HIGHLIGHTS

The following are financial highlights of the Small Cap Growth Portfolio of
SIMT for a share outstanding throughout the periods indicated. This
information should be read in conjunction with SIMT's financial statements as
of, and for the fiscal year ended, September 30, 1996 and notes thereto which
have been audited by Price Waterhouse LLP, independent accountants, which are
incorporated by reference into this Statement of Additional Information.
Additional performance information is set forth in SIMT's 1996 Annual Report
to Shareholders and is available upon request and without charge by calling 1-
800-342-5734.

For a Class A Share Outstanding Throughout the Period ended September 30,

<TABLE>
<CAPTION>
RATIO OF
NET RATIO RATIO OF EXPENSES
REALIZED NET OF NET TO
AND DISTRIBUTIONS DISTRIBUTIONS ASSET NET EXPENSES INVESTMENT AVERAGE
NET ASSET NET UNREALIZED FROM FROM VALUE ASSETS TO INCOME (LOSS) NET
VALUE INVESTMENT GAINS NET REALIZED END END OF AVERAGE TO AVERAGE ASSETS
BEGINNING INCOME (LOSSES ON INVESTMENT CAPITAL OF TOTAL PERIOD NET NET (EXCLUDING
OF PERIOD (LOSS) SECURITIES) INCOME GAINS PERIOD RETURN* (000) ASSETS ASSETS WAIVERS)
--------- ---------- ----------- ------------- ------------- ------ ------ -------- -------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SMALL CAP GROWTH PORTFOLIO CLASS A
1996 $19.88 $(0.08) $4.37 $ -- $ 3.66 $20.51 26.56% $380,525 1.10% (0.63)% 1.11%
1995 14.04 (0.14) 5.98 -- -- 19.88 41.65% 310,238 1.10% (0.60)% 1.13%
1994 14.67 (0.05) 0.07 -- (0.65) 14.04 0.23% 300,296 1.01% (0.51)% 1.11%
1993 10.65 (0.02) 4.05 (0.01) -- 14.67 37.81% 193,816 0.97% (0.25)% 1.14%
1992(1) 10.00 0.02 0.65 (0.02) -- 10.65 15.07% 36,191 0.97% 0.49% 1.29%

RATIO OF
NET
INVESTMENT
INCOME
(LOSS)
TO AVERAGE
NET AVERAGE
ASSETS PORTFOLIO COMM-
(EXCLUDING TURNOVER ISSION
WAIVERS) RATE RATE**
---------- --------- -------
<S> <C> <C> <C>
SMALL CAP GROWTH PORTFOLIO CLASS A
1996 (0.64)% 167% $0.0529
1995 (0.63)% 113% N/A
1994 (0.61)% 97% N/A
1993 (0.42)% 85% N/A
1992(1) 0.17% 33% N/A
</TABLE>
- --------
* Sales load is not reflected in total return.
** Average commission rate paid per share for security purchases and sales
during the period. Presentation of the rate is only required for fiscal
years beginning after September 1, 1995.
(1) Small Cap Growth Class A shares were offered beginning April 20, 1992. All
ratios including total return for that period have been annualized.

The following financial highlights of the International Equity Portfolio of
SIT for a share outstanding throughout the periods indicated. This information
should be read in conjunction with SIT's 1)unaudited financial statements as
of, and for the period ended, August 31, 1996 and notes thereto which are
incorporated by reference into the Statement of Additional Information and 2)
financial statements as of, and for the fiscal year ended, February 29, 1996
and notes thereto which have been audited by Price Waterhouse LLP, independent
accountants, which are incorporated by reference into this Statement of
Additional Information. Additional performance information is set forth in
SIT's 1996 Semi-Annual Report to Shareholders and is available upon request
and without charge by calling 1-800-342-5734.

For a Class A Share Outstanding Throughout each Period ended February 28 or
29,

<TABLE>
<CAPTION>
RATIO RATIO OF
NET NET OF NET
REALIZED DISTRIBUTIONS DISTRIBUTIONS ASSET NET EXPENSES INVESTMENT
NET ASSET NET AND FROM FROM VALUE ASSETS TO INCOME (LOSS)
VALUE INVESTMENT UNREALIZED NET REALIZED RETURN END END OF AVERAGE TO AVERAGE
BEGINNING INCOME GAINS INVESTMENT CAPITAL OF OF TOTAL PERIOD NET NET
OF PERIOD (LOSS) (LOSSES) INCOME(A) GAINS CAPITAL PERIOD RETURN (000) ASSETS ASSETS
--------- ---------- ---------- ------------- ------------- ------- ------ ------ -------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INTERNATIONAL EQUITY PORTFOLIO CLASS A
1996* $10.00 $0.09 $ 0.12 $ -- $ -- $ -- $10.21 2.10% $449,655 1.27% 1.78%
1996 9.59 0.14 1.45 (0.19) (0.99) -- 10.00 17.30 347,646 1.25 1.29
1995 11.00 0.15 (0.97) -- (0.59) -- 9.59 (7.67) 328,503 1.19 1.30
1994 8.93 0.13 2.05 (0.11) -- -- 11.00 24.44 503,498 1.10 1.46
1993 9.09 0.16 0.04 (0.36) -- -- 8.93 2.17 178,287 1.10 1.80
1992 9.56 0.19 (0.36) (0.30) -- -- 9.09 (1.63) 92,456 1.10 2.07
1991 9.62 0.18 (0.14) -- (0.01) (0.09) 9.65 0.36 35,829 1.10 3.52
1990(1) 10.00 0.04 (0.42) -- -- -- 9.62 (3.70) 8,661 1.10 3.13

<CAPTION>
RATIO OF
NET
RATIO OF INVESTMENT
EXPENSES INCOME
TO (LOSS)
AVERAGE TO AVERAGE
NET NET AVERAGE
ASSETS ASSETS PORTFOLIO COMM-
(EXCLUDING (EXCLUDING TURNOVER ISSION
WAIVERS) WAIVERS) RATE RATE**
---------- ---------- --------- -------
<S> <C> <C> <C> <C>
INTERNATIONAL EQUITY PORTFOLIO CLASS A
1996* 1.31% 1.74% 54% N/A
1996 1.29 1.25 102 N/A
1995 1.21 1.28 64 N/A
1994 1.24 1.32 19 N/A
1993 1.53 1.37 23 N/A
1992 1.52 1.63 79 N/A
1991 1.64 2.98 14 N/A
1990(1) 5.67 (1.44) -- N/A
</TABLE>
- --------
* For the six month period ended August 31, 1996 (unaudited). All ratios,
excluding total return, for that period have been annualized. Amounts
designated as "----" are either $0 or have been rounded to $0.
** Average commission rate paid per share for security purchases and sales
during the period. Presentation of the rate is only required for fiscal
years beginning after September 1, 1995.
(1) International Equity (formerly the Core International Equity Portfolio)
Class A shares were offered beginning December 20, 1989. All ratios for
that period have been annualized.
(A) Distributions from net investment income include distributions of certain
foreign currency gains and losses.

<PAGE>

THE TRUST

MARQUIS FUNDS(R) (the "Trust") is an open-end management investment company
that offers units of beneficial interest ("shares") in the Funds through two
separate classes, Class A and Class B, which provide for variations in sales
charges, distribution costs, voting rights and dividends. Except for these
differences between classes, each share of each Fund represents an undivided,
proportionate interest in that Fund. Each Fund and each Portfolio is a
diversified mutual fund, except for the Louisiana Tax-Free Income Fund, which
is non-diversified. Information regarding shares of the Trust's Treasury
Securities Money Market Fund, Institutional Money Market Fund and Tax Exempt
Money Market Fund (the "Money Market Funds") is contained in separate
prospectuses that may be obtained by calling 1-800-471-1144.

INVESTMENT OBJECTIVES AND POLICIES

THE GOVERNMENT SECURITIES FUND seeks to provide current income consistent with
relative stability of capital.

Under normal conditions, the Fund will invest at least 65% of its total assets
in obligations issued or guaranteed as to principal and interest by the U.S.
Government or its agencies and instrumentalities ("U.S. Government
securities"). The Fund may also invest in the following securities if, at the
time of purchase, the security either has the requisite rating from a
nationally recognized statistical rating organization (an "NRSRO") or is of
comparable quality as determined by First National Bank of Commerce in New
Orleans (the "Adviser"): (i) corporate bonds and debentures rated in one of the
four highest rating categories by an NRSRO; (ii) privately issued mortgage-
backed securities rated in the highest rating category by an NRSRO; (iii)
asset-backed securities rated in the highest rating category by an NRSRO; (iv)
repurchase agreements involving any of the foregoing securities (including U.S.
Government securities); and (v) money market securities (as defined in the
"Description of Permitted Investments and Risk Factors"). For a description of
ratings, see "Appendix."
Normally, the Fund will maintain a dollar-weighted average portfolio maturity
of three to ten years; however, under certain circumstances this average
weighted maturity may fall below three years. In determining the maturity of
mortgage-backed securities, the Adviser will use the estimated average life of
such securities. There are no restrictions on the maturity of any single
instrument.

THE LOUISIANA TAX-FREE INCOME FUND (the "Louisiana Fund") seeks to provide a
level of current income consistent with relative stability of capital.

The Fund will invest at least 80% of its net assets in fixed income securities
the interest on which, in the opinion of bond counsel for the issuer, is exempt
from federal income tax ("Municipal Securities") and is not a preference item
for purposes of the alternative minimum tax. Under normal conditions, at least
65% of the Louisiana's Fund's total assets will be invested in Municipal
Securities the interest on which is exempt from personal income taxes imposed
by the State of Louisiana ("Louisiana Municipal Securities"). The Fund may
invest up to 20% of its net assets in (i) Municipal Securities the interest on
which is a preference item for purposes of the alternative minimum tax and (ii)
taxable investments, including money market securities.

The Louisiana Fund may purchase the following types of Municipal Securities
(including Louisiana Municipal Securities) only if such securities, at the time
of purchase, either have the requisite rating from an NRSRO or are of
comparable quality as determined by the Adviser: (i) bonds and debentures rated
in one of the four highest rating categories by an NRSRO; (ii) notes and
certificates of participation rated in one of the three highest rating
categories; and (iii) commercial paper rated in one of the two highest rating
categories.

Normally, the Fund will maintain a dollar-weighted average portfolio maturity
of seven to fifteen years; however, under certain circumstances this average
weighted maturity may fall below seven years. There are no restrictions on the
maturity of any single instrument.

<PAGE>

LOUISIANA RISK FACTORS--The Louisiana Fund is more susceptible to factors
adversely affecting issuers of Louisiana Municipal Securities than is a
comparable municipal bond fund that does not focus its investments in Louisiana
Municipal Securities. Although its economy has improved somewhat in recent
years, Louisiana experienced severe financial difficulties in the late 1980s
and continues to face the risks associated with a non-diversified economy. In
particular, the significance of the oil and gas industry in Louisiana's economy
has resulted in financial difficulties during unfavorable markets for oil and
gas products and in financial benefits during favorable markets. Further
difficulties may result from the uncertain state of the land-based casino
industry in New Orleans.

Louisiana is working to expand economic development activities that will take
advantage of its replenishable natural resources such as timber, water for
aquaculture, fish and seafood related products and related industrial uses of
such resources. Louisiana's economy in 1995, compared to 1994, was in a period
of economic expansion. The state is also pursuing further development of its
transportation capabilities by expanding port-related activities and improving
its highways and airports.

General obligations of Louisiana are currently rated A- and Baa1, by Standard &
Poor's Corporation ("S&P") and Moody's Investor Services, Inc. ("Moody's"),
respectively. There can be no assurance that the economic conditions on which
these ratings are based will continue or that particular bond issues may not be
adversely affected by changes in economic, political or other conditions. If
either Louisiana or any of its local governmental entities is unable to meet
its financial obligations, the income derived by the Fund, the Fund's net asset
value, the ability to preserve or realize appreciation of the Fund's capital or
the Fund's liquidity could be adversely affected.

NON-DIVERSIFICATION--Investment in the Louisiana Fund, a non-diversified mutual
fund, may entail greater risk than would investment in a diversified mutual
fund. The Fund's ability to focus its investments on a fewer number of issuers
means that any economic, political or regulatory developments affecting the
value of the securities in the Fund's portfolio could have a greater impact on
the total value of the portfolio than would be the case if the portfolio were
diversified among more issuers.

The Fund intends to comply with the diversification requirements of Subchapter
M of the Internal Revenue Code of 1986, as amended.

THE STRATEGIC INCOME BOND FUND seeks to provide current income.

Under normal conditions, the Fund will invest at least 65% of its net assets in
fixed income securities that are rated investment grade or higher, i.e., rated
in one of the four highest rating categories by an NRSRO, at the time of
purchase, or, if not rated, determined to be of comparable quality by the
Adviser. Emphasis in the Fund will generally be in U.S. Government securities
and investment grade corporate obligations of U.S. issuers. Additional fixed
income securities in which the Fund may invest consist of: (i) mortgage-backed
securities, (ii) obligations issued by the Canadian government, (iii) asset-
backed securities, (iv) guaranteed investment contracts ("GICs"), (v) bank
investment contracts ("BICs"), (vi) zero coupon obligations, (vii) floating or
variable rate instruments, (viii) money market securities; (ix) convertible
securities, (x) restricted securities, and (xi) other investment companies. The
Fund may enter into repurchase agreements with respect to any of the foregoing
and purchase securities subject to swaps, caps, floors and collars.

Normally, the Fund will maintain a dollar-weighted average portfolio maturity
of greater than 10 years; however, under certain circumstances, this average
weighted maturity may fall below 10 years. There are no restrictions on the
maturity of any single instrument.

THE BALANCED FUND seeks to provide capital appreciation and current income
through regular payments of dividends and interest.

Under normal conditions, the Fund will invest between 30% and 75% of its total
assets in

<PAGE>

common stocks, warrants, rights to purchase common stocks, debt securities
convertible into common stocks and preferred stocks of established companies
with equity market capitalizations in excess of $500 million (together, "equity
securities"). The Fund may also invest in equity securities of foreign issuers
traded in the United States, including American Depositary Receipts ("ADRs").
The Fund will purchase only those common stocks that are traded on registered
exchanges or actively traded in the over-the-counter market.

Under normal conditions, the Fund will invest between 25% and 70% of its total
assets in fixed income securities (other than money market securities)
consisting of the following, but only if, at the time of purchase, such
securities either have the requisite rating from an NRSRO or are of comparable
quality as determined by the Adviser: (i) U.S. Government securities; (ii)
privately issued mortgage-backed securities rated in the highest rating
category; (iii) asset-backed securities rated in the highest rating category;
or (iv) corporate bonds and notes and bank obligations rated in one of the four
highest rating categories. The Fund will maintain at least 25% of its assets in
fixed income senior securities. The Fund is not subject to any maturity
restrictions on its investments in non-money market securities.

The Fund may also invest in money market securities.

In making allocation decisions, the Adviser will evaluate projections of risk,
market and economic conditions, volatility, yields and expected return. Because
the Fund in part seeks capital appreciation, the Adviser does not intend to
make frequent changes in asset allocation.

THE VALUE EQUITY FUND seeks to provide long-term capital appreciation by
investing primarily in equity securities which have a low current valuation
relative to various measures of intrinsic value.

The Fund will be as fully invested as practicable (at least 65% of its total
assets under normal conditions) in common stocks, warrants, rights to purchase
common stocks, debt securities convertible to common stocks and preferred
stocks (together, "equity securities"). The Fund will invest primarily in
equity securities of established companies with equity market capitalizations
in excess of $500 million that the Adviser believes to have potential for
capital appreciation based on the soundness of the issuer and the company's
relative value based on an analysis of various fundamental financial
characteristics, including earnings yield, book value, cash flow, anticipated
future growth of dividends and earnings estimates. Although capital
appreciation is the primary purpose for investing in a security, the Fund will
focus on companies that pay current dividends. The Fund may invest in equity
securities of foreign issuers traded in the United States, including ADRs. The
Fund may also invest in money market securities for liquidity purposes.

THE GROWTH EQUITY FUND seeks to provide long-term capital appreciation by
investing primarily in companies whose sales and earnings are expected to grow
at an above average rate.

The Fund will be as fully invested as practicable (at least 65% of its total
assets under normal conditions) in common stocks, warrants, rights to purchase
common stocks, debt securities convertible to common stocks and preferred
stocks (together, "equity securities"). The Fund will primarily invest in
equity securities of established companies with equity market capitalizations
in excess of $300 million that the Adviser believes to have potential for long-
term capital appreciation and growth. The Adviser initiates purchase and sale
decisions based on such growth and profitability measures as return on equity,
earnings growth, sales growth and expected return. Capital appreciation is the
primary purpose of the Fund. Current dividend income is a secondary
consideration. The Fund may invest in equity securities of foreign issuers
traded in the United States, including ADRs. The Fund may also invest in money
market securities for liquidity purposes.

THE SMALL CAP EQUITY FUND seeks to provide long-term capital appreciation. It
currently pursues this objective by investing up to 100% of its assets in the
Small Cap Growth Portfolio of SIMT, which has an identical objective.

<PAGE>

Under normal market conditions, the Small Cap Growth Portfolio will invest at
least 65% of its total assets in the equity securities of smaller growth
companies (i.e., companies with equity market capitalizations less than $1
billion) which, in the opinion of the Portfolio's sub-advisors (the "Money
Managers"), are in an early stage or transitional point in their development
and have demonstrated or have the potential for above average capital growth.
The Money Managers will select companies that have the potential to gain market
share in their industry, achieve and maintain high and consistent profitability
or produce increases in earnings. The Money Managers also seek companies with
strong company management and superior fundamental strength. Small
capitalization companies have the potential to show earnings growth over time
that is well above the growth rate of the overall economy. Any remaining assets
may be invested in the equity securities of more established companies that the
Money Managers believe may offer strong capital appreciation potential due to
their relative market position, anticipated earnings growth, changes in
management or other similar opportunities. Equity securities include common
stock, preferred stock, warrants and rights to subscribe to common stock and,
in general, any security that is convertible into or exchangeable for common
stock. The Portfolio may also invest in equity securities of foreign issuers
traded in the United States, including ADRs.

In order to meet liquidity needs, or for temporary defensive purposes, the
Portfolio may invest all or a portion of its assets in common stocks of larger,
more established companies, fixed income securities, cash or money market
securities. Fixed income securities will only be purchased if they are rated
investment grade or better.

The Small Cap Growth Portfolio's annual turnover rate may exceed 100%. Such a
turnover rate may result in higher transaction costs and may result in
additional taxes for shareholders. See "Taxes."

THE INTERNATIONAL EQUITY FUND seeks to provide long-term capital appreciation.
It currently pursues this objective by investing up to 100% of its assets in
the International Equity Portfolio of SIT, which has an identical objective.

Securities of non-U.S. issuers purchased by the International Equity Portfolio
will typically be listed on recognized foreign exchanges but also may be
purchased in foreign markets, on U.S. registered exchanges, in the over-the-
counter market or in the form of sponsored or unsponsored ADRs traded on
registered exchanges or NASDAQ, or sponsored or unsponsored European Depositary
Receipts ("EDRs"), Continental Depositary Receipts ("CDRs") or Global
Depositary Receipts ("GDRs"). The Portfolio expects its investments to
emphasize both large and intermediate capitalization companies.

The International Equity Portfolio may enter into forward foreign currency
contracts as a hedge against possible variations in foreign exchange rates. A
forward foreign currency contract is a commitment to purchase or sell a
specified currency, at a specified future date, at a specified price. The
Portfolio may enter into forward foreign currency contracts to hedge a specific
security transaction or to hedge a portfolio position. These contracts may be
bought or sold to protect the Portfolio, to some degree, against a possible
loss resulting from an adverse change in the relationship between foreign
currencies and the U.S. dollar. The Portfolio also may invest in options on
currencies.

The International Equity Portfolio expects to be fully invested in its primary
investments, described above, but may invest up to 35% of its total assets in
U.S. or non-U.S. cash reserves: money market instruments; swaps; options on
securities, non-U.S. Indices and currencies; futures contracts, including stock
index futures contracts; and options on futures contracts.

The International Equity Portfolio may invest in money market securities. The
Portfolio is also permitted to acquire floating and variable rate securities,
purchase securities on a when-issued or delayed delivery basis, and invest up
to 10% of its total assets in illiquid securities. The Portfolio may sell
securities short "against the box." Although permitted to do so, the Portfolio
does not currently intend to invest in securities issued by passive foreign
investment companies or to engage in securities lending. For a more detailed
description

<PAGE>

of the International Equity Portfolio's investment objective and policies, see
the Portfolio's prospectus.

GENERAL INVESTMENT POLICIES

For temporary defensive purposes when the Adviser or, with respect to the Small
Cap Growth Portfolio, SFM or the Money Managers determines that market
conditions warrant, each Fund and the Small Cap Growth Portfolio may invest up
to 100% of its assets in money market securities and cash. For temporary
defensive purposes, when SFM and the Money Managers determine that market
conditions warrant, the International Equity Portfolio may invest up to 50% of
its assets in money market securites and in other U.S. and non-U.S. long- and
short-term debt instruments which are rated BBB or higher by S&P or Baa or
higher by Moody's at the time of purchase, or which are determined by the Money
Managers to be of comparable quality; invest a portion of such assets in cash;
and invest such assets in securities of supranational entities which are rated
A or higher by S&P or Moody's at the time of purchase or which are determined
by the Money Managers to be of comparable quality. Additionally, with respect
to the Small Cap Equity Fund or International Equity Fund, for temporary
defensive purposes or to maintain the respective Fund's status as a regulated
investment company under the Internal Revenue Code, the Adviser may invest up
to 100% of such Fund's assets in cash and other non-investment securities.To
the extent a Fund or Portfolio is investing for temporary defensive purposes,
the Fund or Portfolio will not be pursuing its investment objective. Each Fund
except the Value Equity Fund and Growth Equity Fund, and the International
Equity Portfolio, may purchase securities on a when-issued or delayed delivery
basis.

In order to generate additional income, each Fund or Portfolio may lend the
securities which it owns. The International Equity Portfolio does not currently
intend to engage in securities lending. All Funds and Portfolios may invest in
repurchase agreements.

Debt rated in the fourth highest ratings category such as BBB by S&P or Baa by
Moody's is regarded as having an adequate capacity to pay interest and repay
principal. Such securities are considered to have speculative characteristics.

For additional information regarding risks and permitted investments,
investment practices and risks, see "Description of Permitted Investments and
Risk Factors."

INVESTMENT LIMITATIONS

The following investment limitations are fundamental policies of the Funds.
Fundamental policies cannot be changed with respect to the Funds without the
consent of the holders of a majority of the Fund's outstanding shares. The
Portfolios have adopted fundamental policies that are similar to these
policies.

A Fund may not:

1. Purchase securities of any issuer (except securities issued or guaranteed by
the United States, its agencies or instrumentalities and repurchase agreements
involving such securities) if, as a result, more than 5% of the total assets of
the Fund would be invested in the securities of such issuer or more than 10% of
the outstanding voting securities of such issuer would be owned by the Fund.
This restriction applies to 75% of the Fund's assets. This restriction does not
apply to the Louisiana Fund.

2. Purchase any securities which would cause more than 25% of the total assets
of the Fund to be invested in the securities of one or more issuers conducting
their principal business activities in the same industry, provided that this
limitation does not apply to (i) investments in the obligations issued or
guaranteed by the U.S. Government or its agencies and instrumentalities, and
repurchase agreements involving such securities; and (ii) tax-exempt securities
issued by governments or political subdivisions of governments. For purposes of
this limitation (i) utility companies will be divided according to their
services, for example, gas, gas transmission, electric and telephone will each
be considered a separate industry; (ii) financial service companies will be
classified according to the end users of their services, for example,
automobile finance, bank finance and diversified

<PAGE>

finance will each be considered a separate industry; (iii) supranational
entities will be considered to be a separate industry; and (iv) asset-backed
securities secured by distinct types of assets, such as truck and auto loan
leases, credit card receivables and home equity loans, will each be considered
a separate industry.

3. Make loans except that the Fund may (i) purchase or hold debt instruments in
accordance with its investment objectives and policies; (ii) enter into
repurchase agreements; and (iii) engage in securities lending as described in
this Prospectus and in the Statement of Additional Information.

For purposes of the industry concentration limitations discussed above, the
following definitions apply to the International Equity Portfolio; these
definitions form part of the fundamental limitation: (i) utility companies will
be divided according to their services, for example, gas, gas transmission,
electric and telephone will each be considered a separate industry;
(ii) financial service companies will be classified according to end users of
their services, for example, automobile finance, bank finance and diversified
finance will each be considered a separate industry; (iii) supranational
agencies will be deemed to be issuers conducting their principal business
activities in the same industry; and (iv) governmental issuers within a
particular country will be deemed to be conducting their principal business in
the same industry.

The foregoing percentages will apply at the time of the purchase of a security.
Additional investment limitations are set forth in the Statement of Additional
Information.

HOW TO PURCHASE SHARES

Class A shares and Class B shares of the Funds may be purchased directly from
the shareholder servicing and transfer agent, DST Systems, Inc., or an
authorized sub-transfer agent (collectively, the "Transfer Agent") by mail, by
wire or through an automatic investment plan ("AIP"). Shares may also be
purchased through broker-dealers, including Marquis Investments, LLC, that have
established a dealer agreement with SEI Financial Services Company, the Trust's
distributor ("SFS" or the "Distributor"). Shares of the Fund are sold on a
continuous basis.

HOW TO PURCHASE BY MAIL

You may purchase Class A or Class B shares of a Fund by completing and signing
an Account Application form and mailing it, along with a check (or other
negotiable bank instrument or money order) payable to "Marquis Funds (Fund
Name)", to Marquis Funds at PO Box 419316, Kansas City, MO 64141-6316. Third
party checks, credit cards, credit card checks and cash will not be accepted.
When purchases are made by check, redemption proceeds will not be forwarded
until the investment being redeemed has been in the account for 15 days. You
may purchase additional shares at any time by mailing payment to the Transfer
Agent. Orders placed by mail will be executed on receipt of your payment. If
your check does not clear, your purchase will be cancelled and you could be
liable for any losses or fees incurred.

You may obtain Account Application forms by calling 1-800-471-1144.

HOW TO PURCHASE BY WIRE

You may purchase shares by wiring Federal funds, provided that your Account
Application has been previously received. You must wire funds to the Transfer
Agent and the wire instructions must include your account number. You must call
1-800-471-1144 before wiring any funds. An order to purchase shares by Federal
funds wire will be deemed to have been received by the Fund on the Business Day
(defined below) of the wire; provided that the shareholder notifies the
Transfer Agent prior to 3:00 p.m., Central time. If the Transfer Agent does not
receive notice by 3:00 p.m., Central time, on the Business Day of the wire, the
order will be executed on the next Business Day.

HOW TO PURCHASE THROUGH AN AUTOMATIC INVESTMENT PLAN ("AIP")

You may arrange for periodic additional investments in the Funds through
automatic

<PAGE>

deductions by Automated Clearing House ("ACH") from a checking account by
completing an AIP Application Form. The minimum pre-authorized investment
amount is $50 per month. An AIP Application Form may be obtained by calling
1-800-471-1144. The AIP is available only for additional investments for an
existing account.

GENERAL INFORMATION

You may purchase Class A shares and Class B shares of the Funds on any day the
New York Stock Exchange is open for business ("Business Days"). However, shares
of the Funds cannot be purchased by Federal Reserve wire on Federal holidays
restricting wire transfers. The minimum initial investment in either class of
any Fund is $2,500 ($500 minimum for individual retirement accounts and
employees of First National Bank of Commerce in New Orleans, the Funds'
investment adviser (the "Adviser") or its affiliates); however, the Distributor
may waive the minimum investment at its discretion. Subsequent purchases of
shares must be at least $100 except for purchases through the AIP and payroll
deductions, which must be at least $50.

A purchase order for shares will be effective as of the Business Day received
by the Distributor if the Distributor receives the order and payment before
3:00 p.m., Central time. The purchase price of Class A shares of a Fund is the
net asset value next determined after the purchase order is effective plus the
applicable sales load, if any. The purchase price of Class B shares is the net
asset value next determined after the purchase order is effective.

The net asset value per share of any Fund is determined as of the close of
trading on the New York Stock Exchange (currently, 3:00 p.m., Central time) on
each Business Day by dividing the total market value of that Fund's investments
and other assets, less any liabilities, by the total outstanding shares of the
Fund. Purchases will be made in full and fractional shares calculated to three
decimal places. Pursuant to guidelines adopted and monitored by the Trustees of
the Trust, each Fund may use a pricing service to provide market quotations or
fair market valuations. A pricing service may derive such valuations through
the use of a matrix system to value fixed income securities which considers
factors such as securities prices, yield features, ratings, and developments
related to a specific security. Although the methodology and procedures for
determining net asset value are identical for both classes of a Fund, the net
asset value per share of such classes may differ because of the distribution
expenses charged to Class B shares.

The Trust reserves the right to reject a purchase order for shares when the
Adviser determines that it is not in the best interest of the Trust and/or its
shareholders to accept such order.

Shareholders who own their shares of record and who desire to transfer
registration of their shares should call 1-800-471-1144.

HOW TO PURCHASE THROUGH FINANCIAL INSTITUTIONS

Shares may also be purchased through financial institutions, including the
Adviser, that provide distribution assistance or shareholder services to the
Trust. Shares purchased by persons ("Customers") through financial institutions
may be held of record by the financial institution. Financial institutions may
impose an earlier cut-off time for receipt of purchase orders directed through
them to allow for processing and transmittal of these orders to the Transfer
Agent for effectiveness the same day. Customers should contact their financial
institution for information as to that institution's procedures for
transmitting purchase, exchange or redemption orders to the Trust.

Customers who desire to transfer the registration of shares beneficially owned
by them but held of record by a financial institution should contact the
institution to accomplish the transfer.

Depending upon the terms of a particular Customer account, a financial
institution may charge a Customer account fees. Information concerning these
services and any charges will be provided to the Customer by the financial
institution. Certain of these financial institutions may be required under
state law to register as broker/dealers.

<PAGE>

ALTERNATIVE SALES CHARGE OPTIONS

THE TWO ALTERNATIVES: OVERVIEW

You may purchase shares of the Funds at a price equal to their net asset value
per share plus a sales charge which, at your election, may be imposed either
(i) at the time of the purchase (Class A "initial sales charge alternative"),
or (ii) on a contingent deferred basis (the Class B "deferred sales charge
alternative"). Each class represents a Fund's interest in the portfolio of
investments. The classes have the same rights and are identical in all respects
except that (i) Class B shares bear the expenses of the deferred sales
arrangement and distribution and service fees resulting from such sales
arrangement, (ii) each class has exclusive voting rights with respect to
approvals of any Rule 12b-1 distribution plan related to that specific class
(although Class B shareholders may vote on any distribution fees imposed on
Class A shares so long as Class B shares convert into Class A shares), (iii)
only Class B shares carry a conversion feature and (iv) each class has
different exchange privileges. See "Exchanges." Sales personnel of broker-
dealers distributing the Funds' shares, and other persons entitled to receive
compensation for selling such shares, may receive differing compensation for
selling Class A or Class B shares.

The alternative purchase arrangement permits you to choose the method of
purchasing shares that is more beneficial to you. The amount of your purchase,
the length of time you expect to hold the shares, and whether you wish to
receive dividends in cash or in additional shares will all be factors in
determining which sales charge option is best for you. You should consider
whether, over the time you expect to maintain your investment, the accumulated
distribution and service fees and contingent deferred sales charges on Class B
shares prior to conversion would be less than the initial sales charge on Class
A shares, and to what extent such differential would be offset by the expected
higher yield of Class A shares. Class A shares will normally be more beneficial
to you if you qualify for reduced sales charges as described below.

The Trustees of the Trust have determined that currently no conflict of
interest exists between the Class A and Class B shares. On an ongoing basis,
the Trustees of the Trust, pursuant to their fiduciary duties under the
Investment Company Act of 1940, as amended (the "1940 Act") and state laws,
will seek to ensure that no such conflict arises.

CLASS A SHARES

Sales Load The following table shows the regular sales charge on Class A shares
to a "single purchaser" (defined below) together with the sales charge that is
reallowed to certain financial intermediaries (the "reallowance").

<TABLE>
<CAPTION>
SALES SALES REALLOWANCE
CHARGE AS CHARGE AS AS
PERCENTAGE PERCENTAGE PERCENTAGE
AMOUNT OF OFFERING OF NET OF OFFERING
OF PRICE PER AMOUNT PRICE PER
PURCHASE SHARE INVESTED SHARE
-------- ----------- ---------- -----------
<S> <C> <C> <C>
Less than $100,000 3.50% 3.63% 3.50%
$100,000 but less than $250,000 2.50% 2.56% 2.50%
$250,000 but less than $500,000 2.00% 2.04% 2.00%
$500,000 but less than $1,000,000 1.50% 1.52% 1.50%
*$1,000,000 and above none none none
</TABLE>

* A redemption charge of 1.00% will be assessed against the proceeds of any
redemption request relating to Class A shares of the Funds that were
purchased without a sales charge in reliance upon the waiver accorded to
purchases in the amount of $1 million or more, but only where such redemption
request is made within 1 year of the date the shares were purchased. The
charge will be based on the lesser of: (i) the net asset value of your
redeemed Class A shares at the time of redemption, or (ii) the net asset
value of your redeemed shares at the time of purchase. The redemption charge
does not apply to shares acquired through the reinvestment of dividends. This
charge is payable to the Distributor.

The sales charge shown in the table is the maximum sales charge that applies to
sales through financial intermediaries. With respect to purchases of Class A
shares of $1,000,000 or more, payment equal to as much as 1.00% of the purchase
price may be paid to financial intermediaries through which sales are made. The
Distributor may, from time to time in its sole discretion, institute one or
more promotional

<PAGE>

incentive programs, which will be paid by the Distributor from the sales charge
it receives or from any other source available to it. Under any such program,
the Distributor may provide promotional incentives, in the form of cash or
other compensation, including merchandise, airline vouchers, trips and vacation
packages, to dealers selling shares of the Funds. Such promotional incentives
will be predicated upon the amount of shares of the Funds sold by the dealer.
The amount of the entire sales charge will be paid to financial institutions.
Financial institutions that receive more than 90% of the sales charge may be
considered "underwriters" under the Securities Act of 1933. Commission rates
may vary among the Funds.

Reduced Sales Charge: Rights of Accumulation

In calculating the sales charge rates applicable to current purchases of Class
A shares, a "single purchaser" is entitled to cumulate current purchases with
the current market value of previously purchased Class A shares of the Funds
sold subject to a comparable sales charge.

The term "single purchaser" refers to (i) an individual, (ii) an individual and
spouse purchasing shares of the Funds for their own account or for trust or
custodial accounts for their minor children, and (iii) a fiduciary purchasing
for any one trust, estate or fiduciary account, including employee benefit
plans created under Sections 401 or 457 of the Internal Revenue Code of 1986,
as amended (the "Code") including related plans of the same employer.

To exercise your right of accumulation based upon shares you already own, you
must ask the Distributor for this reduced sales charge at the time of your
additional purchase and provide the account number(s) of the investor, as
applicable, the investor and spouse, and their minor children. The Funds may
amend or terminate this right of accumulation at any time as to subsequent
purchases.

Reduced Sales Charge: Letter of Intent

By submitting a Letter of Intent (the "Letter") to the Distributor, a "single
purchaser" may purchase shares of the Funds during a 13-month period at the
reduced sales charge rates applying to the aggregate amount of the intended
purchases stated in the Letter. The Letter may apply to purchases made up to 90
days before the date of the Letter. To receive credit for such prior purchases
and later purchases benefitting from the Letter, you must notify the Transfer
Agent at the time the Letter is submitted that there are prior purchases that
may apply, and notify the Transfer Agent again at the time of later purchases
that such purchases are applicable under the Letter.

If the intended investment is not completed, the purchaser will be asked to pay
an amount equal to the difference between the sales charge on the shares
purchased at the reduced rate and the sales charge otherwise applicable to the
total shares purchased. If such payment is not made within 20 days following
the expiration of the 13-month period, the Administrator will surrender an
appropriate number of the escrowed shares for redemption in order to realize
the difference. Such purchasers may include the value (at offering price at the
level designated in their Letter) of all their shares of the Fixed Income Funds
and the Equity Funds previously purchased and still held as of the date of
their Letter toward the completion of such Letter.

Waiver of Sales Load

No sales charge is imposed on shares of the Funds: (i) issued as dividends and
capital gain distributions; (ii) acquired through the exercise of exchange
privileges for Class A shares as described below or at the time of any
exchanges of Class B shares; (iii) sold to officers, directors or trustees,
employees and retirees (and their spouses and immediate family members) of the
Trust, First Commerce Corporation and its subsidiaries, affiliates, and
correspondents, and the Distributor and its subsidiaries and affiliates; (iv)
sold to certain accounts for which the Adviser or subsidiaries, affiliates and
correspondents of First Commerce Corporation serve in a fiduciary, agency or
custodial capacity; (v) issued in plans of reorganization, such as mergers,
asset acquisitions

<PAGE>

and exchange offers, to which the Trust is a party; (vi) purchased with the
proceeds of employee benefit plan distributions for which the Adviser and its
affiliates act in a fiduciary capacity; (vii) purchased within thirty days of a
redemption of Class A shares of such Funds (only to the amount of such
redemption); (viii) sold to purchasers of Class A shares of the Value Equity
Fund that are sponsors of other investment companies which are unit investment
trusts for deposit by such sponsors into such unit investment trusts, and
purchasers of Class A shares of the Value Equity Fund that are holders of such
unit investment trusts that invest distributions from such unit investment
trusts in Class A shares of the Value Equity Fund; (ix) purchased within thirty
days of a redemption of Class B shares of such Funds for which the contingent
deferred sales charge was paid (only to the amount of such redemption); or (x)
sold to clients who have enrolled in asset allocation programs sponsored or
operated by the Adviser or subsidiaries, affiliates and correspondents of First
Commerce Corporation. In addition, if you acquire Class A shares of a Fund
through an exchange of shares of a Money Market Fund, you will not be charged a
sales load on any portion of your investment on which you were previously
subject to the Funds' sales charges. You must notify the Distributor at the
time of your purchase if you are eligible for a waiver of the sales load.

CLASS B SHARES

Contingent Deferred Sales Charge

If you redeem your Class B shares within five years of purchase, you will pay a
contingent deferred sales charge at the rates set forth below. You will not be
required to pay the contingent deferred sales charge on exchange of your Class
B shares of any Fund for Class B shares of any other Fund. See "Exchanges." The
charge is assessed on an amount equal to the lesser of the then-current market
value or the cost of the shares being redeemed. Accordingly, no sales charge is
imposed on increases in net asset value above the initial purchase price. In
addition, no charge is assessed on shares derived from reinvestment of
dividends or capital gain distributions.

<TABLE>
<CAPTION>
CONTINGENT DEFERRED SALES
CHARGE AS A PERCENTAGE
YEAR SINCE OF DOLLAR AMOUNT
PURCHASE SUBJECT TO CHARGE
---------- -------------------------
<S> <C>
First 3.50%
Second 2.75%
Third 2.00%
Fourth 1.25%
Fifth 0.50%
Sixth None
</TABLE>

In determining whether a particular redemption is subject to a contingent
deferred sales charge, it is assumed that the redemption is first of any Class
A shares in the shareholder's Fund account, second of Class B shares held for
over five years or Class B shares acquired pursuant to reinvestment of
dividends or other distributions and third of Class B shares held longest
during the five-year period. This method should result in the lowest possible
sales charge.

The contingent deferred sales charge is waived on redemption of shares (i)
following the death or disability (as defined in the Code) of a shareholder, or
(ii) to the extent that the redemption represents a minimum required
distribution from an individual retirement account or other retirement plan to
a shareholder who has attained the age of 70 1/2. A shareholder, or his or her
representative, must notify the Transfer Agent prior to the time of redemption
if such circumstances exist and the shareholder is eligible for this waiver.

CONVERSION FEATURE. At the end of the period ending five years after the
beginning of the month in which the shares were issued, Class B shares will
automatically convert to Class A shares and will no longer be subject to the
distribution and service fees. Such conversion will be on the basis of the
relative net asset values of the two classes.

EXCHANGES

Exchanges are generally made at net asset value. You may exchange Class A or
Class B shares of any Fund for Class A or Class B shares, respectively, of any
other Fund without paying any additional sales charge. You may exchange an
investment in Class A shares of any Fund for

<PAGE>

shares of the Treasury Securities Money Market Fund and Tax Exempt Money Market
Fund, and move your investment back into Class A shares of any Fund, without
paying any additional sales charge.

For purposes of calculating the Class B shares' five year conversion period or
contingent deferred sales charge payable upon redemption, the holding period of
Class B shares of the "old" Fund and the holding period for Class B shares of
the "new" Fund are aggregated.

You must have received a current prospectus of the Fund into which you wish to
move your investment before the exchange will be effected. Exchanges will be
made only after instructions in writing or by telephone (an "Exchange Request")
are received by the Transfer Agent. If an Exchange Request in good order is
received by the Transfer Agent by 3:00 p.m. Central time, on any Business Day,
the exchange will occur on that day. The exchange privilege may be exercised
only in those states where the class or shares of the "new" fund may legally be
sold.

Customers who beneficially own shares held of record by a financial institution
should contact that institution if they wish to exchange shares. The
institution will contact the Transfer Agent and effect the exchange on behalf
of the Customer.

The Trust reserves the right to change the terms or conditions of the exchange
privilege discussed herein upon 60 days' notice.

REDEMPTION OF SHARES

You may redeem your shares without charge on any Business Day. There is,
however, a $25 charge for wiring redemption proceeds. Shares may be redeemed by
mail, by telephone or through a systematic withdrawal plan. Investors who own
shares held of record by a financial institution should contact that
institution for information on how to redeem shares.

BY MAIL

A written request for redemption must be received by the Transfer Agent in
order to constitute a valid redemption request.

If the redemption request exceeds $5,000, or if the request directs the
proceeds to be sent or wired to a shareholder or an address different from that
on record, the Transfer Agent may require that the signature on the written
redemption request be guaranteed. You should be able to obtain a signature
guarantee from a bank, broker, dealer, credit union, securities exchange or
association, clearing agency or savings association. A notary public cannot
guarantee signatures.

BY TELEPHONE

You may redeem your shares by telephone if you have elected that option on the
Account Application. Under most circumstances, payments will be transmitted on
the next Business Day following receipt of a valid request for redemption. You
may have the proceeds mailed to your address or wired to a commercial bank
account previously designated on your Account Application. There is no charge
for having redemption proceeds mailed to you, but there is a $25 charge for
wiring redemption proceeds.

You may request a wire redemption for redemptions in excess of $500 by calling
1-800-471-1144, however a wire charge of $25 will be deducted from the amount
of the wire redemption. Shares cannot be redeemed by Federal Reserve wire on
Federal holidays restricting wire transfers.

Neither the Transfer Agent nor the Trust will be responsible for any loss,
liability, cost or expense for acting upon wire or telephone instructions that
it reasonably believes to be genuine. The Trust and the Transfer Agent will
each employ reasonable procedures to confirm that instructions communicated by
telephone are genuine, including requiring a form of personal identification
prior to acting upon instructions received by telephone and recording telephone
instructions. When market conditions are extremely busy, it is possible that
you may experience difficulties placing redemption orders by telephone, and may
wish to place them by mail.

<PAGE>

SYSTEMATIC WITHDRAWAL PLAN ("SWP")

The Funds offer a Systematic Withdrawal Plan ("SWP"), which you may use to
receive regular distributions from your account. Upon commencement of the SWP,
your account must have a current value of $5,000 or more. You may elect to
receive automatic payments via check or ACH of $100 or more on a monthly,
quarterly, semi-annual or annual basis. You may obtain an SWP Application Form
by calling 1-800-471-1144.

To participate in the SWP, you must have your dividends automatically
reinvested. You should realize that if your automatic withdrawals exceed income
dividends, your invested principal in the account will be depleted. Thus,
depending on the frequency and amounts of the withdrawal payments and/or any
fluctuations in the net asset value per share, your original investment could
be exhausted entirely. You may change or cancel the SWP at any time on written
notice to the Transfer Agent.

It is generally not in your best interest to participate in the SWP if you
purchase additional shares at the same time and you have to pay a sales load in
connection with such purchases. Because automatic withdrawals of Class B shares
will be subject to the contingent deferred sales charge, it may not be in the
best interest of Class B shareholders to participate in the SWP.

OTHER INFORMATION REGARDING REDEMPTIONS

All redemption orders are effected at the net asset value per share next
determined after receipt of a valid request for redemption, reduced by any
applicable contingent deferred sales charge for Class B shares. Net asset value
per share is determined as of 3:00 p.m., Central time, on each Business Day.

Payment to shareholders for shares redeemed will be made within 7 days after
the Transfer Agent receives the valid redemption request. At various times,
however, a Fund may be requested to redeem shares for which it has not yet
received good payment. When purchases are made by check, redemption proceeds
will not be forwarded until the investment being redeemed has been in the
account for fifteen days.

Due to the relatively high costs of handling small investments, each Fund
reserves the right to redeem your shares at net asset value, less any
applicable contingent deferred sales charge, if, because of redemptions, your
account in any Fund has a value of less than the minimum initial purchase
amount (normally $2,500; $500 for individual retirement accounts and employees
of the Adviser or its affiliates). Accordingly, if you purchase shares of any
Fund in only the minimum investment amount, you may be subject to involuntary
redemption if you redeem any shares. Before any Fund exercises its right to
redeem such shares, you will be given notice that the value of the shares in
your account is less than the minimum amount and will be allowed 60 days to
make an additional investment in such Fund in an amount which will increase the
value of the account to at least the minimum amount.

THE ADVISER

First National Bank of Commerce in New Orleans (the "Adviser"), 201 St. Charles
Avenue, New Orleans, Louisiana 70170, serves as each Fund's investment adviser
under an advisory agreement (the "Advisory Agreement") with the Trust. The
Adviser, through its Trust Group, makes the investment decisions for the assets
of the Funds and continuously reviews, supervises and administers the
investment programs of the Funds, subject to the supervision of, and policies
established by, the Trustees of the Trust. With respect to the Small Cap Equity
Fund and International Equity Fund, the Adviser invests in a "master" fund,
cash and other non-investment securities and monitors the performance of SFM,
the manager of both the Small Cap Growth Portfolio and the International Equity
Portfolio, and has authority to recommend to the Trustees changes in the
underlying master fund. Should the Funds withdraw from the Corporate Master-
Feeder(TM) structure, the Adviser may manage the assets of the Small Cap Equity
Fund and International Equity Fund directly as it deems

<PAGE>

appropriate after consultation with the Trustees of the Trust. See "Small Cap
Growth and International Equity Portfolios" below.

As of September 30, 1996, the Adviser's Trust Group managed approximately $2.3
billion in discretionary investment management accounts for individuals,
corporations and institutions with widely varying investment needs and
objectives. The Adviser has provided investment management services since 1933.
The Adviser is a wholly-owned subsidiary of First Commerce Corporation.

The Glass-Steagall Act restricts the securities activities of national banks
such as First National Bank of Commerce in New Orleans but the Comptroller of
the Currency permits national banks to provide investment advisory and other
services to mutual funds. Should the Comptroller's position be challenged
successfully in court or reversed by legislation, the Trust might have to make
other investment advisory arrangements.

The Trust's shares are not sponsored, endorsed or guaranteed by, and do not
constitute obligations or deposits of, the Adviser or First Commerce
Corporation and are not insured by the FDIC or issued or guaranteed by the U.S.
Government or any of its agencies.

The Adviser is entitled to a fee, which is calculated daily and paid monthly,
at an annual rate of .55% of the average daily net assets of the Government
Securities Fund, .74% of the average daily net assets of each of the Strategic
Income Bond Fund, Balanced Fund, Value Equity Fund and Growth Equity Fund, .35%
of the average daily net assets of the Louisiana Fund, .40% of the average
daily net assets of each of the Small Cap Equity Fund and International Equity
Fund. Each Feeder Fund's shareholders will bear their pro rata portion of the
respective Portfolio's advisory fees. The Adviser may voluntarily waive a
portion of its fees in order to limit the total operating expenses of the
Funds. The Adviser reserves the right, in its sole discretion, to terminate
these voluntary fee waivers at any time. Should the Adviser determine that the
Small Cap Equity Fund and/or the International Equity Fund should no longer
remain in a Corporate Master-Feeder(TM) structure, the Adviser will manage all
of the investments for such Fund(s). At that time, the Adviser would be
entitled to a fee, calculated daily and paid monthly, at an annual rate of .90%
of the average daily net assets of the Small Cap Equity Fund and/or 1.10% of
the average daily net assets of the International Equity Fund.

For the fiscal year ended September 30, 1996, the Adviser was paid an advisory
fee of .47% of the Government Securities Fund, .27% of the Louisiana Tax-Free
Income Fund, .64% of the Balanced Fund, .69% of the Value Equity Fund and .64%
of the Growth Equity Fund, based on each Fund's average net assets. The
Strategic Income Bond, Small Cap Equity and International Equity Funds had not
commenced operations as of September 30, 1996.

John C. Portwood, CFA, Senior Vice President of the Adviser, shares oversight
responsibility of the portfolio managers of all the Funds since the Funds'
inception. He serves as portfolio manager of the Growth Equity Fund and as co-
manager of the Value Equity Fund. Mr. Portwood is the Chief Investment
Strategist of the Adviser's Trust Group, with over 28 years of investment
management experience and the past eight with the Adviser.

Kevin P. Reed, Senior Vice President of the Adviser and Manager of the Trust
Investment Division, shares oversight responsibility of the portfolio managers
of all the Funds and has been the portfolio manager for the Government
Securities Fund, the Louisiana Tax-Free Income Fund, and co-manager of the
Balanced Fund since their inception. For the past twelve years, Mr. Reed has
been a portfolio manager with the Adviser's Trust Investment Division.

Gerald S. Dugal, Vice President of the Adviser, is the portfolio manager of the
Treasury Securities Money Market Fund, Institutional Money Market Fund,
Strategic Income Bond Fund and Tax Exempt Money Market Fund. Mr. Dugal is
currently a senior portfolio manager and Manager of Fixed Income and Trading.
Mr. Dugal has over 11 years of experience in portfolio management, investment
trading and research, the past six with the Adviser.

<PAGE>

He is licensed as a general securities principal and a municipal securities
principal.

Gregory W. Hodlewsky, Vice President of the Adviser, serves as co-manager of
the Value Equity Fund and the Balanced Fund. Mr. Hodlewsky is a senior
portfolio manager and Manager of Equities and Quantitative Research with the
Adviser. Mr. Hodlewsky has 10 years of experience in portfolio management,
investment trading and research. Mr. Hodlewsky joined the Adviser in 1994 and
prior thereto was employed by NationsBank.

SMALL CAP GROWTH AND INTERNATIONAL EQUITY PORTFOLIOS

SFM serves as the Manager of the Small Cap Growth Portfolio and International
Equity Portfolio. SFM is a wholly-owned subsidiary of SEI Investments Company
("SEI"), a financial services company located in Oaks, Pennsylvania. The
principal business address of SFM is Oaks, Pennsylvania, 19456. SEI was founded
in 1968, and is a leading provider of investment solutions to banks,
institutional investors, investment advisers and insurance companies.
Affiliates of SFM have provided consulting advice to institutional investors
for more than 20 years, including advice regarding selection and evaluation of
money managers. SFM currently serves as manager or administrator to more than
40 investment companies, including more than 290 funds, with more than $68
billion in assets as of September 30, 1996.

SFM operates as a "manager of managers" with respect to the Small Cap Growth
Portfolio, a separate series of SIMT, and the International Equity Portfolio, a
separate series of SIT, and SFM oversees the investment advisory services
provided to each Portfolio and manages the cash portion of each Portfolio's
assets. Pursuant to separate sub-advisory agreements with SFM, and under the
supervision of SFM and the respective Board of Trustees, the Money Managers are
responsible for the day-to-day investment management of all or a discrete
portion of the respective assets of the Small Cap Growth Portfolio and the
International Equity Portfolio. Money Managers are selected based primarily
upon the research and recommendations of SFM, which evaluates quantitatively
and qualitatively a Money Manager's skills and investment results in managing
assets for specific asset classes, investment styles and strategies.

SIMT's Board of Trustees is responsible for overseeing the operation of SIMT,
including reviewing and approving SIMT's contracts with SFM and the Money
Managers. Likewise, SIT's Board of Trustees is responsible for overseeing the
operation of SIT, including reviewing and approving SIT's contracts with SFM
and the Money Managers. The same individuals currently serve as the Trustees of
SIMT and SIT. Subject to review by the appropriate Board, SFM allocates and,
when appropriate, reallocates a Portfolio's assets among Money Managers,
monitors and evaluates Money Manager performance, and oversees Money Manager
compliance with the Funds' investment objectives, policies and restrictions.
SFM HAS ULTIMATE RESPONSIBILITY FOR THE INVESTMENT PERFORMANCE OF THE
PORTFOLIOS DUE TO ITS RESPONSIBILITY TO OVERSEE MONEY MANAGERS AND RECOMMEND
THEIR HIRING, TERMINATION AND REPLACEMENT. The Securities and Exchange
Commission has issued an exemptive order (the "Order") that permits both SIMT
and SIT to retain Money Managers unaffiliated with SFM without submitting the
Money Manager's contract with SFM to a vote of shareholders. The Order also
permits the non-disclosure of amounts payable by SFM under all such contracts.

For its management services, SFM is entitled to a fee, which is calculated
daily and paid monthly, at the rates (shown as a percentage of the average
daily net assets) of .65% for the Small Cap Growth Portfolio and .505% for the
International Equity Portfolio. SFM pays each Money Manager for its services
from the management fees SFM receives from the Portfolios.

As of the date of this prospectus, the assets of the Small Cap Growth Portfolio
are being managed by the following Money Managers: First of America Investment
Corporation; Nicholas-Applegate Capital Management Inc.; Furman Selz Capital
Management LLC; and Wall Street Associates.

As of the date of this prospectus, the assets of the International Equity
Portfolio are being managed by

<PAGE>

the following Money Managers: Acadian Asset Management, Inc.; Farrell Wako
Global Investment Management, Inc.; Lazard London International Investment
Management Limited; Seligman Henderson Co.; and jointly, Yamaichi Capital
Management Inc. and Yamaichi Capital Management (Singapore) Limited.

SFS serves as the distributor pursuant to distribution agreements with both
SIMT and SIT. No compensation is paid to the distributor for distribution
services for the shares of the Portfolios. The principal business address for
SFS is Oaks, Pennsylvania 19456. DST serves as SIMT's transfer agent and
Corestates Bank, N.A., Broad and Chestnut Streets, P.O. Box 7618, Philadelphia,
Pennsylvania 19101, acts as wire agent of SIT's assets.

THE ADMINISTRATOR

SEI Fund Resources, a Delaware business trust (the "Administrator"), has its
principal business offices at Oaks, Pennsylvania, 19456. The Administrator and
the Trust are parties to an Administration Agreement (the "Administration
Agreement"). Under the terms of the Administration Agreement, the Administrator
provides the Trust with administrative services, other than investment advisory
services, including all regulatory reporting, necessary office space,
equipment, personnel and facilities.

The Administrator is entitled to a fee, which is calculated daily and paid
monthly, at an annual rate of .15% of the average daily net assets of the
Funds. The Administrator has voluntarily agreed to waive all or a portion of
its fees and/or reimburse other expenses for the Small Cap Equity Fund and the
International Equity Fund in order to limit total operating expenses at the
feeder level of each Fund. The Administrator reserves the right to terminate
its waivers or reimbursements, respectively, at any time in its sole
discretion.

THE SHAREHOLDER SERVICING AGENT AND TRANSFER AGENT

DST Systems, Inc., 1004 Baltimore Street, Kansas City, MO 64105, serves as the
dividend disbursing agent and shareholder servicing agent for the Trust. DST
also acts as transfer agent for the Trust under a transfer agent agreement.

THE DISTRIBUTOR

Class A shares of the Funds are sold with a front-end sales load. Class B
shares of the Funds have a Rule 12b-1 distribution plan (the "Class B Plan").
SEI Financial Services Company (the "Distributor"), Oaks, Pennsylvania 19456, a
wholly-owned subsidiary of SEI, and the Trust are parties to a distribution
agreement (the "Distribution Agreement"). As provided in the Distribution
Agreement and the Class B Plan, the Trust pays the Distributor a fee at an
annual rate of up to .75% of the average daily net assets of the Class B shares
of the Funds. This fee will be calculated and paid each month based on average
daily net assets for that month. Out of this fee, the Distributor pays .25% of
the average daily net assets of the Class B shares to financial institutions
and intermediaries such as banks (including the Adviser and its affiliates),
savings and loan associations, insurance companies, and investment counselors,
broker-dealers, and the Distributor's affiliates (collectively, "financial
intermediaries") as compensation for providing shareholder services. The
Distributor may use the balance of the fee received from the Funds to make
payments to financial intermediaries as compensation for services or as
reimbursement of distribution assistance or shareholder service expenses
incurred by the Distributor. The Class B Plan is characterized as a
compensation plan since the distribution fee is paid to the Distributor without
regard to the distribution assistance or shareholder service expenses incurred
by the Distributor or the amount of payments made to financial intermediaries.

If the Distributor's expenses are less than its fees, the Trust will still pay
the full fee and the Distributor will realize a profit, but the Trust will not
be obligated to pay in excess of the full fee, even if the Distributor's actual
expenses are higher.

The Funds may also execute brokerage or other agency transactions through an
affiliate of the Adviser or through the Distributor for which the

<PAGE>

affiliate or the Distributor may receive "usual and customary" compensation.
For further information, see the Statement of Additional Information.

SMALL CAP GROWTH AND INTERNATIONAL EQUITY PORTFOLIOS

The Small Cap Growth and International Equity Portfolios have each adopted a
shareholder service plan (individually, a "Plan") for its Class A shares, the
class in which the Small Cap Equity Fund and International Equity Fund each
invests. Under each Plan, firms, including the Distributor, that provide
shareholder and administrative services may receive compensation therefore.
Under such arrangements, the Distributor may retain as profit any difference
between the fee it receives and the amount it pays to any third parties. Under
each Plan, a Portfolio may pay the Distributor a shareholder servicing fee at a
negotiated annual rate of up to .25% of the average daily net assets of the
Portfolio attributable to Class A shares that are subject to the arrangement in
return for provision of a broad range of shareholder and administrative
services.

PERFORMANCE

From time to time, the Funds may advertise yield and total return. These
figures will be based on historical earnings and are not intended to indicate
future performance. The yield of a Fund refers to the annualized income
generated by an investment in the Fund over a specified 30-day period. The
yield is calculated by assuming that the same amount of income generated by the
investment during that period is generated in each 30-day period over one year
and is shown as a percentage of the investment. The Louisiana Fund may also
advertise a "tax-equivalent yield," which is calculated by determining the rate
of return that would have to be achieved on a fully taxable investment to
produce the after-tax equivalent of this Fund's yield, assuming certain tax
brackets for the shareholder.

The total return of a Fund refers to the average compounded rate of return to a
hypothetical investment, net of any sales charge imposed on Class A shares or
including the contingent deferred sales charge imposed on Class B shares
redeemed at the end of the specified period covered by the total return figure,
for designated time periods (including but not limited to, the period from
which the Fund commenced operations through the specified date), assuming that
the entire investment is redeemed at the end of each period and assuming the
reinvestment of all dividend and capital gain distributions. The total return
of a Fund may also be quoted as a dollar amount or on an aggregate basis, an
actual basis, without inclusion of any front-end or contingent sales charges,
or with a reduced sales charge in advertisements distributed to investors
entitled to a reduced sales charge.

Each Feeder Fund may advertise the performance of its corresponding Portfolio
adjusted to reflect applicable sales loads and operating expenses, other than
Rule 12b-1 fees. The data for the Small
Cap Growth Portfolio and the International Equity Portfolio will be adjusted to
reflect Fund operating expenses at the feeder level of .20% and .27%,
respectively, and (i) with respect to the Class A Shares, to take into account
a 3.50% sales load; and (ii) with respect to Class B Shares, to take into
account the applicable contingent deferred sales charge. Investment performance
reflects voluntary fee waivers and reimbursements currently in effect and, with
respect to Class B Shares, does not reflect each Fund's 12b-1 fees. In the
absence or reduction of current fee waivers or reimbursements, or if current
Rule 12b-1 fees applicable to Class B Shares were reflected, Total Return would
be reduced.

A Fund may periodically compare its performance to that of other mutual funds
tracked by mutual fund rating services (such as Lipper Analytical), financial
and business publications and periodicals, of broad groups of comparable mutual
funds, unmanaged indices which may assume investment of dividends but generally
do not reflect deductions for administrative and management costs or to other
investment alternatives. The Fund may quote Morningstar, Inc., a service that
ranks mutual funds on the basis of risk-adjusted performance. The Fund may
quote Ibbotson Associates of Chicago, Illinois, which provides historical
returns of the capital markets in the U.S.

<PAGE>

The Fund may use long term performance of these capital markets to demonstrate
general long-term risk versus reward scenarios and could include the value of a
hypothetical investment in any of the capital markets. The Fund may also quote
financial and business publications and periodicals as they relate to fund
management, investment philosophy and investment techniques.

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

The performance of Class A and Class B shares of a Fund will differ because of
the different sales charge structures of the classes and because of the
distribution fees charged to Class B shares.

The total return of the Government Securities and Value Equity Funds may also
be calculated for periods beginning prior to each Fund's commencement of
operations, based, in each case, on the historical performance of predecessor
collective trust funds managed by the Adviser.

TAXES

The following summary of federal income tax consequences is based on current
tax laws and regulations, which may be changed by legislative, judicial or
administrative action.

No attempt has been made to present a detailed explanation of the federal,
state, or local income tax treatment of a Fund or its shareholders.
Accordingly, shareholders are urged to consult with their tax advisers
regarding specific questions as to federal, state and local income taxes. State
and local tax consequences on an investment in a Fund may differ from the
federal income tax consequences described below. Additional information
concerning taxes is set forth in the Statement of Additional Information.

TAX STATUS OF THE FUNDS

Each Fund is treated as a separate entity for federal income tax purposes and
is not combined with the Trust's other Funds. Each Fund intends to qualify for
the special tax treatment afforded regulated investment companies as defined
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"), so as to be relieved of federal income tax, net of investment company
taxable income, and net of capital gain (the excess of net long-term capital
gains over net short-term capital losses) distributed to shareholders.

TAX STATUS OF DISTRIBUTIONS

Each Fund will distribute all of its net investment income (including net
short-term capital gains) to shareholders. Dividends from a Fund's net
investment company taxable income will be taxable to shareholders as ordinary
income whether received in cash or in additional shares, to the extent of the
Fund's earnings and profits. Dividends paid by a Fund to corporate shareholders
will qualify for the dividends-received deduction to the extent attributable to
dividends received by the Fund from domestic corporations (including, with
respect to the Feeder Funds, a pro rata portion of such dividends received by
the corresponding Portfolio). It can be expected that only certain dividends of
the Equity Funds, and none of the Fixed Income Funds, will qualify for that
deduction. A portion of such dividends received may be subject to the
alternative minimum tax. Capital gains will be distributed at least annually
and will be taxed to shareholders as long-term capital gains, regardless of how
long the shareholder has held shares and regardless of whether the
distributions are received in cash or in additional shares. Distributions from
net capital gains do not qualify for the dividends-received deduction. Each
Fund will provide annual reports to shareholders of the federal income tax
status of all distributions, including the amount of dividends eligible for the
dividends-received deduction.

Certain securities purchased by a Fund (such as STRIPS, TRs, TIGRs and CATS,
defined in "Description of Permitted Investments and Risk Factors") are sold
with original issue discount and thus do not make periodic cash interest
payments. Each Fund will be required to include as part of its current income
the imputed interest on such obligations even though the Fund has not received

<PAGE>

any interest payments on such obligations during that period. Because each Fund
distributes all of its net investment income to its shareholders, a Fund may
have to sell portfolio securities to distribute such imputed income, which may
occur at a time when the Adviser would not have chosen to sell such securities
and which may result in a taxable gain or loss.

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

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

Each Fund intends to make sufficient distributions prior to the end of each
calendar year to avoid liability for the federal excise tax applicable to
regulated investment companies.

A sale, exchange or redemption of a Fund's shares is a taxable event to the
shareholder.

The Louisiana Tax-Free Income Fund will distribute all of its net investment
income (including net short-term capital gain) to shareholders. If, at the
close of each quarter of its taxable year, at least 50% of the value of the
Fund's assets consist of obligations the interest on which is excludable from
gross income for federal tax purposes, the Fund may pay "exempt-interest
dividends" to its shareholders. Those dividends constitute the portion of the
aggregate dividends as designated by the Fund equal to the excess of the
excludable interest over certain amounts disallowed as deductions. Exempt-
interest dividends are excludable from a shareholder's gross income for regular
federal income tax purposes, but may have certain collateral federal income tax
consequences, including alternative minimum tax. See the Statement of
Additional Information.

Current federal law limits the types and volume of bonds qualifying for the
federal income tax exemption of interest, which may have an effect on the
ability of the Louisiana Tax-Free Income Fund to purchase sufficient amounts of
tax-exempt securities to satisfy the Code's requirements for the payment of
"exempt-interest dividends."

STATE TAXES

The Trust has obtained a ruling from the Louisiana Department of Revenue and
Taxation to the effect the distributions to shareholders of the Louisiana Fund
who are Louisiana residents, which are derived from interest on tax-exempt
obligations of the State of Louisiana or its political subdivisions and certain
obligations of the United States or its territories, will not be subject to
Louisiana income tax. Distributions derived from long-term or short-term
capital gains on such obligations, or from dividends on capital gains on other
types of obligations will be subject to Louisiana individual and corporate
income taxes. A Louisiana resident will also be required to take into account
for Louisiana individual and corporate income tax purposes capital gains or
losses realized from a redemption, sale or exchange of shares of the Louisiana
Fund. To the extent distributions from the Louisiana Fund are included in the
capital of corporate shareholders otherwise subject to the Louisiana corporate
franchise tax, such investments or distributions will be subject to Louisiana
franchise tax. Shareholders should consult their own tax advisers with respect
to the state, local and foreign tax consequences of investing in the Funds.

GENERAL INFORMATION

THE TRUST

The Trust was organized as a Massachusetts business trust under a Declaration
of Trust dated June 29, 1993. The Declaration of Trust permits the

<PAGE>

Trust to offer separate series of shares or "funds" and different classes of
each fund. In addition to the Funds, the Trust offers a Treasury Securities
Money Market Fund, Institutional Money Market Fund, and a Tax Exempt Money
Market Fund. All consideration received by the Trust for shares of any fund and
all assets of such fund belong to that fund and would be subject to liabilities
related thereto. The Trust reserves the right to create and issue shares of
additional funds.

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

TRUSTEES OF THE TRUST

The management and affairs of the Trust are supervised by the Trustees under
the laws of the Commonwealth of Massachusetts. The Trustees have approved
contracts under which, as described above, certain companies provide essential
management, administrative and shareholder services to the Trust. A discussion
of SIMT's Trustees and officers appears in SIMT's Statement of Additional
Information. A discussion of SIT's Trustees and officers appears in SIT's
Statement of Additional Information.

VOTING RIGHTS

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

In the case of the Small Cap Equity Fund or International Equity Fund, whenever
a vote is requested on matters pertaining to the Small Cap Growth Portfolio or
International Equity Portfolio, respectively, the Trust will either (a) seek
instructions from the appropriate Fund's shareholders with regard to the voting
of the proxies and vote such proxies only in accordance with such instructions;
or (b) vote the shares held by it in the same proportion as the vote of all the
other shareholders of the particular Portfolio. In the second alternative,
other investors in a Portfolio could control the results of voting at the
Portfolio level.

SIMT, SIT AND THE PORTFOLIOS

Both SIMT and SIT are organized as Massachusetts business trusts. The Trustees
believe that neither the Small Cap Equity Fund or the International Equity Fund
will be adversely affected by reason of investing in the corresponding
Portfolio.

REPORTING

The Trust issues unaudited financial information semiannually and audited
financial statements annually. The Trust furnishes periodic reports to
shareholders of record, and, as necessary, proxy statements for shareholder
meetings.

SHAREHOLDER INQUIRIES

Shareholder inquiries should be directed to Marquis Funds, P.O. Box 419316,
Kansas City, MO 64141-6316, or by calling 1-800-471-1144.

<PAGE>

DIVIDENDS

Substantially all net investment income (not including capital gains) is
declared and paid monthly for each Fixed Income Fund and declared and paid
quarterly for each Equity Fund and the Balanced Fund. Shareholders who own
shares at the close of business on the record date will be entitled to receive
the dividend. Each Fund intends to pay such dividends on the first business day
of the month following the month the dividend was declared. Currently, capital
gains of the Funds, if any, will be distributed at least annually.

Shareholders automatically receive all income dividends and capital gain
distributions in additional shares at the net asset value next determined
following the record date, unless the shareholder has elected to take such
payment in cash. Shareholders may change their election by providing written
notice to the Administrator at least 15 days prior to the distribution.

Dividends and other distributions of the Funds are paid on a per-share basis.
The value of each share will be reduced by the amount of the payment. If shares
are purchased shortly before the record date for a dividend or the distribution
of capital gains, a shareholder will pay the full price for the shares and
receive some portion of the price back as a taxable dividend or other
distribution. The amount of dividends payable on Class A shares will be more
than the dividends payable on the Class B shares because of the distribution
and service fees paid by Class B shares.

COUNSEL AND INDEPENDENT PUBLIC ACCOUNTANTS

Morgan, Lewis & Bockius LLP serves as counsel to the Trust. Arthur Andersen LLP
serves as the independent public accountants of the Trust.

CUSTODIANS

First National Bank of Commerce in New Orleans acts as Custodian of the Trust.
CoreStates Bank, N.A. has custody of the Small Cap Growth Portfolio's assets
and State Street Bank and Trust Company acts as custodian for the assets of the
International Equity Portfolio. The Custodians hold cash, securities and other
assets of the Trust and the Portfolios as required by the 1940 Act.

RISK FACTORS RELATING TO THE FEEDER FUNDS AND THE PORTFOLIOS

Unlike other mutual funds which directly acquire and manage their own portfolio
securities, each Feeder Fund seeks to achieve its investment objective by
investing up to 100% of its assets in the corresponding Portfolio, which is a
separate registered investment company with identical investment objectives.
The investment objective of a Feeder Fund or a Portfolio may not be changed
without shareholder approval. In addition to selling beneficial interests to
the Feeder Funds, the Portfolios may sell beneficial interests to other mutual
funds or institutional investors. Such investors will invest in the Portfolios
on the same terms and conditions and will pay a proportionate share of the
respective Portfolio's expenses. However, other investors investing in the
Portfolios are not required to buy their shares at the same public offering
prices as the Feeder Funds. Investors in the Feeder Funds should be aware that
because of these differences, other investors in the other funds that invest in
the Portfolios may obtain different returns. Such differences in returns are
also present in other mutual fund structures.

Certain changes in a Portfolio's investment objective, policies or restrictions
may require the corresponding Feeder Fund to redeem its investment. Any such
withdrawal could result in a distribution-in-kind of portfolio securities (as
opposed to a cash distribution from the Portfolio). The Feeder Fund could incur
brokerage fees or other transaction costs in converting such securities to
cash. The distribution-in-kind may also result in a less diversified portfolio
of investments or adversely affect the liquidity of the Feeder Fund. In
addition, the investment of a Feeder Fund may be withdrawn from the
corresponding Portfolio at any time if the Adviser determines that it is in the
best interest of that Feeder Fund to do so.

Upon any such withdrawal, the Adviser and Trustees of the Trust would consider
what action might be taken, including the investment of all of the assets of
such Feeder Fund in another pooled investment entity having the same investment
objective as the Feeder Fund or retaining an investment adviser to manage the
Feeder Fund's

<PAGE>

assets in accordance with its investment policies. The performance of a Feeder
Fund might be adversely impacted under such circumstances and such Feeder Fund
may not be able to achieve its objective.

DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

The following is a description of the permitted investments and investment
practices for the various Funds (and the Portfolios), and associated risk
factors. Unless otherwise indicated, policies that relate to "a Fund," "all
Funds," or "Equity Funds" also relate to the Portfolios. Further discussion is
contained in the Statement of Additional Information.

AMERICAN DEPOSITARY RECEIPTS, CONTINENTAL DEPOSITARY RECEIPTS, EUROPEAN
DEPOSITARY RECEIPTS AND GLOBAL DEPOSITARY RECEIPTS--ADRs are securities
typically issued by a U.S. financial institution. ADRs evidence ownership
interests in a pool of securities issued by a foreign issuer and deposited with
the depositary. EDRs, which are sometimes referred to as CDRs are securities,
typically issued by a non-U.S. financial institution, that evidence ownership
interests in a security or a pool of securities issued by either a U.S. or
foreign issuer. GDRs are issued globally and evidence a similar ownership
arrangement. Generally, ADRs are designed for trading in the U.S. securities
market. EDRs are designed for trading in European Securities Markets and GDRs
are designed for trading in non-U.S. Securities Markets. ADRs, EDRs, CDRs and
GDRs may be available for investment through "sponsored" or "unsponsored"
facilities. A sponsored facility is established jointly by the issuer of the
security underlying the receipt and a depositary, whereas an unsponsored
facility may be established by a depositary without participation by the issuer
of the underlying security. Holders of unsponsored depositary receipts
generally bear all the costs of the unsponsored facility. The depositary of an
unsponsored facility frequently is under no obligation to distribute
shareholder communications received from the issuer of the deposited security
or to pass through, to the holders of the receipts, voting rights with respect
to the deposited securities. The Equity Funds may invest in sponsored and
unsponsored ADRs.

ASSET-BACKED SECURITIES--Asset-backed securities are securities secured by non-
mortgage assets such as company receivables, truck and auto loans, leases, and
credit card receivables. Such securities are generally issued as pass-through
certificates, which represent undivided fractional ownership interests in the
underlying pools of assets. Such securities also may be debt instruments, which
are also known as collateralized obligations and are generally issued as the
debt of a special purpose entity, such as a trust, organized solely for purpose
of owning such assets and issuing such debt.

Asset-backed securities are not issued or guaranteed by the U.S. Government or
its agencies or instrumentalities; however, the payment of principal and
interest on such obligations may be guaranteed up to certain amounts and for a
certain period by a letter of credit issued by a financial institution (such as
a bank or insurance company) unaffiliated with the issuers of such securities.
The purchase of asset-backed securities raises risk considerations peculiar to
the financing of the instruments underlying such securities. For example, there
is a risk that another party could acquire an interest in the obligations
superior to that of the holders of the asset-backed securities. There also is
the possibility that recoveries on repossessed collateral may not, in some
cases, be available to support payments on those securities. Asset-backed
securities entail prepayment risk, which may vary depending on the type of
asset, but is generally less than the prepayment risk associated with mortgage-
backed securities. In addition, credit card receivables are unsecured
obligations of the card holder.

The market for asset-backed securities is at a relatively early stage of
development. Accordingly, there may be a limited secondary market for such
securities. The Government Securities Fund, the Balanced Fund and Strategic
Income Bond Fund

<PAGE>

may invest in these and in other asset-backed securities that may be created in
the future if the Adviser determines they are suitable.

BANKERS' ACCEPTANCES--Bankers' acceptances are bills of exchange or time drafts
drawn on and accepted by a commercial bank. Bankers' acceptances are used by
corporations to finance the shipment and storage of goods and to furnish dollar
exchange. Maturities are generally six months or less. All Funds are permitted
to invest in bankers' acceptances.

BANK INVESTMENT CONTRACTS ("BICs")--BICs are contracts issued by U.S. banks and
savings and loan institutions. Pursuant to such contracts, a Fund makes cash
contributions to a deposit fund of the general account of the bank or savings
and loan institution. The bank or savings and loan institution then credits to
the Fund on a monthly basis guaranteed interest at either a fixed, variable or
floating rate. A BIC provides that this guaranteed interest will not be less
than a certain minimum rate. A BIC is a general obligation of the issuing bank
or savings and loan institution and not a separate account. The purchase price
paid for a BIC becomes part of the general assets of the issuer, and the
contract is paid at maturity from the general assets of the issuer.

BICs are generally not assignable or transferable without the permission of the
issuing bank or savings and loan institution. For this reason, an active
secondary market in BICs currently does not exist. Therefore, BICs are
considered to be illiquid investments.

CERTIFICATES OF DEPOSIT--Certificates of deposit are interest bearing
instruments with a specific short-term maturity. They are issued by banks and
savings and loan institutions in exchange for the deposit of funds and normally
can be traded in the secondary market prior to maturity. Certificates of
deposit with penalties for early withdrawal will be considered illiquid. All
Funds are permitted to invest in certificates of deposit.

COMMERCIAL PAPER--Commercial paper is a term used to describe unsecured short-
term promissory notes issued by corporations and other entities. Maturities on
these issues vary from a few to 270 days. All Funds are permitted to invest in
commercial paper.

CONVERTIBLE SECURITIES--Convertible securities are corporate securities that
are exchangeable for a set number of another security at a prestated price.
Convertible securities typically have characteristics similar to both fixed
income and equity securities. Because of the conversion feature, the market
value of convertible securities tends to move together with the market value of
the underlying stock. The value of convertible securities is also affected by
prevailing interest rates, the credit quality of the issuer, and any call
provisions. The Equity Funds are permitted to invest in convertible securities.

EQUITY SECURITIES--Equity securities include common stocks, preferred stocks,
warrants to acquire common stock, and securities convertible into common stock.
Investments in equity securities are subject to market risks that may cause
their prices to fluctuate over time. Changes in the value of portfolio
securities will not necessarily affect cash income derived from these
securities but will affect a Fund's net asset value.

FIXED INCOME SECURITIES--Fixed income securities include bonds, notes,
debentures and other interest-bearing securities that represent indebtedness.
The market value of the fixed income investments in which the Funds invest will
change in response to interest rate changes and other factors. During periods
of falling interest rates, the values of outstanding fixed income securities
generally rise. Conversely, during periods of rising interest rates, the values
of such securities generally decline. Moreover, while securities with longer
maturities tend to produce higher yields, the prices of longer maturity
securities are also subject to greater market fluctuations as a result of
changes in interest rates. Changes by recognized agencies in the rating of any
fixed income security and in the ability of an issuer to make payments of
interest and principal also affect the value of these investments. Changes in
the value of these securities will not necessarily affect cash income derived
from these securities but will affect a Fund's net asset value.

<PAGE>

FUTURES AND OPTIONS ON FUTURES--Each of the Funds may invest in futures and
options on futures to a limited extent. Specifically, a Fund may enter into
futures contracts and options on futures contracts traded on an exchange
regulated by the Commodities Futures Trading Commission ("CFTC") if, to the
extent that such futures and options are not for "bona fide hedging purposes"
(as defined by the CFTC), the aggregate initial margin and premiums on such
positions (excluding the amount by which options are in the money) do not
exceed 5% of that Fund's net assets. In addition, a Fund may enter into futures
contracts and options on futures only to the extent that obligations under such
contracts or transactions, together with options on securities, represent not
more than 25% of the Fund's assets. The foregoing 25% limitation does not apply
to the International Equity Fund or the International Equity Portfolio.

The Funds may buy and sell futures contracts and related options to manage
their exposure to changing interest rates and security prices. Some futures
strategies, including selling futures, buying puts and writing calls, reduce a
Fund's exposure to price fluctuations. Other strategies, including buying
futures, writing puts and buying calls, tend to increase market exposure.
Futures and options may be combined with each other in order to adjust the risk
and return characteristics of the overall portfolio. The Funds may invest in
futures and related options based on any type of security or index traded on
U.S. or foreign exchanges or over-the-counter, as long as the underlying
security, or securities represented by an index, are permitted investments of
the Funds.

Options and futures can be volatile instruments, and involve certain risks. If
the Adviser applies a hedge at an inappropriate time or judges interest rates
incorrectly, options and futures strategies may lower a Fund's return. A Fund
could also experience losses if the prices of its options and futures positions
were poorly correlated with its other instruments, or if it could not close out
its positions because of an illiquid secondary market.

In order to cover any obligations it may have under options or futures
contracts, the Fund will either own the underlying asset, have a contract to
acquire such an asset without additional cost or set aside, in a segregated
account, high quality liquid assets in an amount at least equal in value to
such obligations.

GUARANTEED INVESTMENT CONTRACTS ("GICs")--GICs are contracts issued by U.S.
insurance companies. Pursuant to such contracts, a Fund makes cash
contributions to a deposit fund of the insurance company's general account. The
insurance company then credits to the Fund on a monthly basis guaranteed
interest at either a fixed, variable or floating rate. A GIC provides that this
guaranteed interest will not be less than a certain minimum rate. A GIC is a
general obligation of the issuing insurance company and not a separate account.
The purchase price paid for a GIC becomes part of the general assets of the
issuer, and the contract is paid at maturity from the general assets of the
issuer.

Generally, GICs are not assignable or transferable without the permission of
the issuing insurance company. For this reason, an active secondary market in
GICs does not currently exist and GICs are considered to be illiquid
investments.

ILLIQUID SECURITIES--Illiquid securities are securities which cannot be
disposed of within seven business days at approximately the price at which they
are being carried on a Fund's books. An illiquid security includes a demand
instrument with a demand notice period exceeding seven days, if there is no
secondary market for such security and repurchase agreements of over 7 days in
length. Each Fund will not invest more than 15% (10% with respect to the
International Equity Portfolio) of its net assets in such instruments.

INVESTMENT COMPANIES--Because of restrictions on direct investment by U.S.
entities in certain countries, investment in other investment companies may be
the most practical or only manner in which an international and global fund can
invest in the securities markets of those countries. The International Equity
Portfolio does not intend to invest in other investment companies unless, in
the judgment of its Money Managers, the potential benefits of such investments
exceed the

<PAGE>

associated costs relative to the benefits and costs associated with direct
investments in the underlying securities.

Investments in closed-end investment companies may involve the payment of
substantial premiums above the net asset value of such issuer's portfolio
securities and are subject to limitations under the 1940 Act. The International
Equity Portfolio also may incur tax liability to the extent it invests in the
stock of a foreign issuer that constitutes a "passive foreign investment
company."

As a shareholder in an investment company, the International Equity Portfolio
would bear its ratable share of that investment company's expenses, including
its advisory and administration fees. In accordance with applicable state
regulatory provisions, the Portfolio's advisers have agreed to waive their
management fee with respect to the portion of this Portfolio's assets invested
in shares of other open-ended investment companies. The Portfolio continues to
pay its own management fees and other expenses with respect to their
investments in shares of closed-end investment companies.

MONEY MARKET SECURITIES--Money market securities are high-quality, dollar-
denominated, short-term debt instruments. They consist of: (i) bankers'
acceptances, certificates of deposits, notes and time deposits of highly-rated
U.S. banks and U.S. branches of foreign banks; (ii) U.S. Treasury obligations
and obligations issued or guaranteed by the agencies and instrumentalities of
the U.S. Government; (iii) high quality commercial paper issued by U.S. and
foreign corporations; (iv) debt obligations with a maturity of one year or less
issued by corporations with outstanding high-quality commercial paper; and (v)
repurchase agreements involving any of the foregoing obligations entered into
with highly-rated banks and broker-dealers.

With respect to the International Equity Portfolio, money market securities are
considered to include securities issued or guaranteed by the United States
Government, its agencies or instrumentalities; securities issued or guaranteed
by non-U.S. governments, which are rated at time of purchase A or higher by S&P
or Moody's, or are determined by the advisers to be of comparable quality;
repurchase agreements, certificates of deposit and bankers' acceptances issued
by banks or savings and loan associations having net assets of at least $500
million as of the end of their most recent fiscal year; high-grade commercial
paper, and other long- and short-term debt instruments which are rated at the
time of purchase A or higher by S&P or Moody's, and which, with respect to such
long-term debt instruments, are within 397 days of their maturity.

MORTGAGE-BACKED SECURITIES--Mortgage-backed securities are instruments which
entitle the holder to a share of all interest and principal payments from
mortgages underlying the security. The mortgages backing these securities
include conventional thirty-year fixed rate mortgages, graduated payment
mortgages, and adjustable rate mortgages. During periods of declining interest
rates, prepayment of mortgages underlying mortgage-backed securities can be
expected to accelerate. Prepayment of mortgages which underlie securities
purchased at a premium often results in capital losses, while prepayment of
mortgages purchased at a discount often results in capital gains. Because of
these unpredictable prepayment characteristics, it is often not possible to
predict accurately the average life or realized yield of a particular issue.

Government Pass-Through Securities: These are securities that are issued or
guaranteed by a U.S. Government agency representing an interest in a pool of
mortgage loans. The primary issuers or guarantors of these mortgage-backed
securities are the Government National Mortgage Association ("GNMA"), the
Federal National Mortgage Association ("FNMA") and the Federal Home Loan
Mortgage Corporation ("FHLMC"). FNMA and FHLMC obligations are not backed by
the full faith and credit of the U.S. Government as GNMA certificates are, but
FNMA and FHLMC securities are supported by the instrumentalities' right to
borrow from the United States Treasury. Each of GNMA, FNMA and FHLMC guarantees
timely distributions of interest to certificate holders. Each of GNMA and FNMA
also guarantees timely

<PAGE>

distributions of scheduled principal. FHLMC has in the past guaranteed only
the ultimate collection of principal of the underlying mortgage loan; however,
FHLMC now issues Mortgage-Backed Securities (FHLMC Gold PCs) which also
guarantees timely payment of monthly principal reduction. Government and
private guarantees do not extend to the securities' value, which is likely to
vary inversely with fluctuations in interest rates.

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

CMOs: CMOs are debt obligations or multiclass pass-through certificates issued
by agencies or instrumentalities of the U.S. Government or by private
originators or investors in mortgage loans. In a CMO, series of bonds or
certificates are annually issued in multiple classes. Principal and interest
paid on the underlying mortgage assets may be allocated among the several
classes of a series of a CMO in a variety of ways. Each class of a CMO, often
referred to as a "tranche" is issued with a specific fixed or floating coupon
rate and has a stated maturity or final distribution date. Principal payments
on the underlying mortgage assets may cause CMOs to be retired substantially
earlier than their stated maturities or final distribution dates, resulting in
a loss of all or part of any premium paid.

REMICs: A REMIC is a CMO that qualifies for special tax treatment under the
Internal Revenue Code and invests in certain mortgages principally secured by
interests in real property. Investors may purchase beneficial interests in
REMICs, which are known as "regular" interests, or "residual" interests.
Guaranteed REMIC pass-through certificates ("REMIC Certificates") issued by
FNMA or FHLMC represent beneficial ownership interests in a REMIC trust
consisting principally of mortgage loans or FNMA, FHLMC or GNMA-guaranteed
mortgage pass-through certificates. For FHLMC REMIC Certificates, FHLMC
guarantees the timely payment of interest, and also guarantees the payment of
principal as payments are required to be made on the underlying mortgage
participation certificates. FNMA REMIC Certificates are issued and guaranteed
as to timely distribution of principal and interest by FNMA.

Stripped Mortgage-Backed Securities ("SMBs"): SMBs are usually structured with
two classes that receive specified proportions of the monthly interest and
principal payments from a pool of mortgage securities. One class may receive
all of the interest payments and is thus termed an interest-only class ("IO"),
while the other class may receive all of the principal payments and is thus
termed the principal-only class ("PO"). The value of IOs tends to increase as
rates rise and decrease as rates fall; the opposite is true of POs. SMBs are
extremely sensitive to changes in interest rates because of the impact thereon
of prepayment of principal on the underlying mortgage securities. The market
for SMBs is not as fully developed as other markets; SMBs therefore may be
illiquid.

Risk Factors: Due to the possibility of prepayments of the underlying mortgage
instruments, mortgage-backed securities generally do not have a known
maturity. In the absence of a known maturity, market participants generally
refer to an estimated average life. An average life estimate is a function of
an assumption regarding anticipated prepayment patterns, based upon current
interest rates, current conditions in the relevant housing markets and other
factors. The assumption is necessarily subjective, and thus different market
participants can produce different average life estimates with regard to the
same security. There can be no assurance that estimated average life will be a
security's actual average life.

MUNICIPAL SECURITIES--Municipal securities consist of (i) debt obligations
issued by or on behalf of public authorities to obtain funds to be

<PAGE>

used for various public facilities, for refunding outstanding obligations, for
general operating expenses, and for lending such funds to other public
institutions and facilities, and (ii) certain private activity and industrial
development bonds issued by or on behalf of public authorities to obtain funds
to provide for the construction, equipment, repair, or improvement of privately
operated facilities. General obligation bonds are backed by the taxing power of
the issuing municipality. Revenue bonds are backed by the revenues of a project
or facility; tolls from a toll bridge for example. Certificates of
participation represent an interest in an underlying obligation or commitment
such as an obligation issued in connection with a leasing arrangement. The
payment of principal and interest on private activity and industrial
development bonds generally is dependent solely on the ability of the
facility's user to meet its financial obligations and the pledge, if any, of
real and personal property so financed as security for such payment.

Municipal securities include general obligation notes, tax anticipation notes,
revenue anticipation notes, bond anticipation notes, certificates of
indebtedness, demand notes, and construction loan notes. Municipal bonds
include general obligation bonds, revenue or special obligation bonds, private
activity and industrial development bonds.

The Louisiana Fund currently contemplates that it will not invest more than 25%
of its total assets (at market value at the time of purchase) in: (a)
securities, the interest of which is paid from revenues of projects with
similar characteristics; or (b) industrial development bonds.

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

OPTIONS--Put and call options for various securities and indices are traded on
national securities exchanges. Options may be used by a Fund from time to time
as the Adviser deems to be appropriate. Options will generally be used for
hedging purposes.

A put option gives the purchaser of the option the right to sell, and the
writer the obligation to buy, the underlying security at any time during the
option period. A call option gives the purchaser of the option the right to
buy, and the writer of the option the obligation to sell, the underlying
security at any time during the option period. The premium paid to the writer
is the consideration for undertaking the obligations under the option contract.
The initial purchase (sale) of an option contract is an "opening transaction."
In order to close out an option position, a Fund may enter into a "closing
transaction"--the sale (purchase) of an option contract on the same security
with the same exercise price and expiration date as the option contract
originally opened.

Although a Fund will engage in option transactions as hedging transactions,
there are risks associated with such investments including the following: (i)
the success of a hedging strategy may depend on the ability of the Adviser to
predict movements in the prices of the individual securities, fluctuations in
markets and movements in interest rates; (ii) there may be an imperfect or no
correlation between the changes in market value of the securities held by a
Fund and the prices of options; (iii) there may not be a liquid secondary
market for options; and (iv) while a Fund will receive a premium when it writes
covered call options, it may not participate fully in a rise in the market
value of the underlying security. Each Fund is permitted to engage in option
transactions with respect to securities that are permitted investments and
related indices. Any Fund that writes call options will write only covered call
options.

<PAGE>

The aggregate value of option positions may not exceed 10% of a Fund's net
assets as of the time such options are entered into by a Fund.

PRIVATIZATIONS--Privatizations are foreign government programs for selling all
or part of the interests in government owned or controlled enterprises. The
ability of a U.S. entity to participate in privatizations in certain foreign
countries may be limited by local law, or the terms on which a Fund may be
permitted to participate may be less advantageous than those applicable for
local investors. There can be no assurance that foreign governments will
continue to sell their interests in companies currently owned or controlled by
them or that privatization programs will be successful.

RECEIPTS--TRs, TIGRs and CATS--interests in separately traded interest and
principal component parts of U.S. Treasury obligations that are issued by banks
or brokerage firms and are created by depositing U.S. Treasury obligations into
a special account at a custodian bank. The custodian holds the interest and
principal payments for the benefit of the registered owners of the certificates
or receipts. The custodian arranges for the issuance of the certificates or
receipts evidencing ownership and maintains the register. Receipts include
"Treasury Receipts" ("TRs"), "Treasury Investment Growth Receipts" ("TIGRs"),
and "Certificates of Accrual on Treasury Securities" ("CATS"). Each Fund other
than the Louisiana Fund is permitted to invest in receipts.

STRIPS, TRs, TIGRs and CATS are sold as zero coupon securities which means that
they are sold at a substantial discount and redeemed at face value at their
maturity date without interim cash payments of interest or principal. The
amount of this discount is accrued over the life of the security and
constitutes the income earned on the security for both accounting and tax
purposes. Because of these features, receipts may be subject to greater price
volatility than interest paying U.S. Treasury Obligations. See also "Taxes".

REPURCHASE AGREEMENTS--Repurchase agreements are agreements by which a Fund
obtains a security and simultaneously commits to return the security to the
seller at an agreed upon price on an agreed upon date within a number of days
from the date of purchase. Repurchase agreements must be fully collateralized
at all times. A Fund bears a risk of loss in the event the other party defaults
on its obligations and the Fund is delayed or prevented from its right to
dispose of the collateral. A Fund will enter into repurchase agreements only
with financial institutions deemed to present minimal risk of bankruptcy during
the term of the agreement based on established guidelines. Repurchase
agreements are considered loans under the 1940 Act.

RESTRICTED SECURITIES--Restricted securities are securities that may not be
sold freely to the public absent registration under the Securities Act of 1933
or an exemption from registration.

SECURITIES LENDING--All Funds are permitted to engage in securities lending,
under which securities are loaned pursuant to agreements requiring that the
loan be continuously secured by collateral consisting of cash or securities of
the U.S. Government equal to at least 100% of the market value of the
securities lent. A Fund will continue to receive interest on the securities
lent while simultaneously earning interest on the investment of cash
collateral. Collateral is marked to market daily to provide a level of
collateral at least equal to the value of the securities lent. There may be
risks of delay in recovery of the securities or even loss of rights in the
collateral should the borrower of the securities fail financially or become
insolvent.

SECURITIES OF FOREIGN ISSUERS--There are certain risks connected with investing
in foreign securities. These include risks of adverse political and economic
developments (including possible governmental seizure or nationalization of
assets), the possible imposition of exchange controls or other governmental
restrictions, less uniformity in accounting and reporting requirements, the
possibility that there will be less information on such securities and their
issuers available to the public, the difficulty of obtaining or enforcing court
judgments abroad, restrictions on foreign investments in other jurisdictions,
difficulties in

<PAGE>

effecting repatriation of capital invested abroad and difficulties in
transaction settlements and the effect of delay on shareholder equity. Foreign
securities may be subject to foreign taxes, and may be less marketable than
comparable U.S. securities. The value of a Fund's investments denominated in
foreign currencies will depend on the relative strengths of those currencies
and the U.S. dollars, and a Fund may be affected favorably or unfavorably by
changes in the exchange rates or exchange control regulations between foreign
currencies and the U.S. dollar. Changes in foreign currency exchange rates also
may 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 a Fund. Furthermore, emerging market
countries may have less stable political environments than more developed
countries. Also it may be more difficult to obtain a judgement in a court
outside the United States.

SHORT SALES-- A short sale is "against the box" if at all times during which
the short position is open, a Fund owns at least an equal amount of the
securities or securities convertible into, or exchangeable without further
consideration for, securities of the same issue as the securities that are sold
short.

SWAPS, CAPS, FLOORS AND COLLARS--Interest rate swaps, mortgage swaps, currency
swaps and other types of swap agreements such as caps, floors and collars are
designed to permit the purchaser to preserve a return or spread on a particular
investment or portion of its portfolio, and to protect against any increase in
the price of securities, a Fund anticipates purchasing at a later date. In a
typical interest rate swap, one party agrees to make regular payments equal to
a floating interest rate times a "notional principal amount" in return for
payments equal to a fixed rate times the same amount for a specific period of
time. Swaps may also depend on other prices or rates such as the value of an
index or mortgage prepayment rates.

In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by the
other party.

Swap agreements will tend to shift a Fund's investment exposure from one type
of investment to another. Depending on how they are used, swap agreements may
increase or decrease the overall volatility of a Fund's investment and its
share price and yield.

TIME DEPOSITS--Time deposits are non-negotiable receipts issued by a bank in
exchange for the deposit of funds. Like a certificate of deposit, it earns a
specified rate of interest over a definite period of time; however, it cannot
be traded in the secondary market. Time deposits are considered to be illiquid
securities. All Funds are permitted to invest in time deposits.

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

U.S. GOVERNMENT SECURITIES--Any guaranty by the U.S. Government of the
securities in which any Fund invests guarantees only the payment of

<PAGE>

principal and interest on the guaranteed security and does not guarantee the
yield or value of that security or the yield or value of shares of that Fund.

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

VARIABLE AND FLOATING RATE INSTRUMENTS--Certain of the obligations purchased by
the Funds may carry variable or floating rates of interest, may involve a
conditional or unconditional demand feature and may include variable amount
master demand notes. Such instruments bear interest at rates which are not
fixed, but which vary with changes in specified market rates or indices. The
interest rates on these securities may be reset daily, weekly, quarterly or
some other reset period, and may have a floor or ceiling on interest rate
changes. There is a risk that the current interest rate on such obligations may
not accurately reflect existing market interest rates. A demand instrument with
a demand notice exceeding seven days may be considered illiquid if there is no
secondary market for such securities. All Funds are permitted to invest in
variable and floating rate instruments.

WARRANTS--instruments giving holders the right, but not the obligation, to buy
shares of a company at a given price during a specified period. The Equity
Funds are permitted to invest in warrants.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES--When-issued or delayed delivery
basis transactions involve the purchase of an instrument with payment and
delivery taking place in the future. Delivery of and payment for these
securities may occur a month or more after the date of the purchase commitment.
To the extent required by the 1940 Act, a Fund will maintain with the custodian
a separate account with liquid high grade debt securities or cash in an amount
at least equal to these commitments. The interest rate realized on these
securities is fixed as of the purchase date and no interest accrues to the Fund
before settlement. These securities are subject to market fluctuation due to
changes in market interest rates and it is possible that the market value at
the time of settlement could be higher or lower than the purchase price if the
general level of interest rates has changed. Although a Fund generally
purchases securities on a when-issued or forward commitment basis with the
intention of actually acquiring securities for its portfolio, a Fund may
dispose of a when-issued security or forward commitment prior to settlement if
deems it appropriate.

<PAGE>

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Summary..................................................................... 2
Expense Summary............................................................. 4
Financial Highlights........................................................ 8
The Trust................................................................... 11
Investment Objectives and Policies.......................................... 11
General Investment Policies................................................. 15
Investment Limitations...................................................... 15
How to Purchase Shares...................................................... 16
Alternative Sales Charge Options............................................ 18
Exchanges................................................................... 20
Redemption of Shares........................................................ 21
The Adviser................................................................. 22

<CAPTION>
<S> <C>
Small Cap Growth and International Equity Portfolios........................ 24
The Administrator........................................................... 25
The Shareholder Servicing Agent and Transfer Agent.......................... 25
The Distributor............................................................. 25
Small Cap Growth and International Equity Portfolios........................ 26
Performance................................................................. 26
Taxes....................................................................... 27
General Information......................................................... 28
Risk Factors Relating to the Feeder Funds and the Portfolios................ 30
Description of Permitted Investments and Risk Factors....................... 31
</TABLE>
<PAGE>

MARQUIS(SM)
FAMILY OF FUNDS
- --------------------------------------------------------------------------------

INVESTMENT ADVISER
First National Bank of Commerce in New Orleans
201 St. Charles Avenue
New Orleans, LA 70170

ADMINISTRATOR
SEI Fund Resources
Oaks, PA 19456

DISTRIBUTOR
SEI Financial Services Company
Oaks, PA 19456

TRANSFER AGENT
DST Systems, Inc.
1004 Baltimore Street
Kansas City, MO 64105

LEGAL COUNSEL
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103

INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP
1601 Market Street
Philadelphia, PA 19103

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

--------------------------------------------------
Marquis Family of Funds:

Not FDIC Insured

No Bank Guarantee

May Lose Value
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No person has been authorized to give any information or to make any
representations not contained in this Prospectus, or the Statement of Additional
Information incorporated herein by reference, in connection with the offering
made by this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by the Trust
or by its Distributor. This Prospectus does not constitute an offering by the
Trust or by the Distributor in any jurisdiction in which such offering may not
lawfully be made.