INTRUST FUNDS TRUST, N-1A EL/A, 1996-12-23

INTRUST FUNDS TRUST
N-1A EL/A, 1996-12-23

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<PAGE> 1

As Filed with the Securities and Exchange Commission on December 23, 1996

Registration Nos. 333-447
811-7505
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/

Pre-Effective Amendment No. 3 /X/

Post-Effective Amendment No. / /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 /X/

Amendment No. 3

(Check appropriate box or boxes) /X/

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

INTRUST FUNDS Trust
(Exact Name of Registrant as Specified in Charter)

3435 Stelzer Road
Columbus, Ohio 43219
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (888)266-8787

George Martinez
BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219
(Name and Address of Agent for Service)

Copy to:
Steven R. Howard, Esq.
Baker & McKenzie
805 Third Avenue
New York, New York 10022

Approximate date of proposed public offering: As soon as practicable
after the effective date of the Registration Statement.

Registration has elected, pursuant to Rule 24f-2 under the Investment
Company Act of 1940, to register an indefinite number of shares by this
registration statement. In accordance with Rule 24f-2, a registration fee in
the amount of $500 has previously been paid.

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

This registration statement shall become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

This Amendment includes the Signature Page of the Master Fund for the
International Multi-Manager Stock Fund.

================================================================================

Total Pages:
---
Exhibit Index:
---

<PAGE> 2

REFERENCE IS MADE TO PARTS A AND B OF PRE-EFFECTIVE AMENDMENT #2

<PAGE> 3

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) (1) Financial Statements included in Part A of this
Registration Statement: None.

(2) Financial Statements included in Part B of this
Registration Statement: Statement of Assets and
Liabilities.

(b) Exhibits

(1) Trust Instrument.

(2) Bylaws of Registrant.

(3) None.

(4) None.

(5)(a) Form of Master Investment Advisory Agreement
and Supplements between Registrant and
Adviser.

(5)(b) Form of Sub-Advisory Agreements between
Adviser and Sub-Advisers.

(5)(d) Form of Master Administration Agreement and
Supplements between Registrant and
Administrator.

(6) Form of Master Distribution Contract and
Supplements between Registrant and
Distributor.

(7) None.

(8) Form of Custodian Contract between Registrant
and Custodian.

(9)(a) Form of Transfer Agency and Service Agreement
between Registrant and Transfer Agent.

(9)(b) Form of Service Organization Agreement.

<PAGE> 4
(10) Consent of Baker & McKenzie, counsel to
Registrant.

(11) Consent of Independent Accountants.

(12) None.

(13) Subscription Agreement.

(14) None.

(15) Form of Rule 12b-1 Distribution Plan and
Agreement between Registrant and Distributor.

*(16) Schedule of Computation of Performance
Calculation.

*(17) Financial Data Schedule.

(18) Rule 18f-3 Plan.

Other Exhibits

(A) Power Of Attorney.

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

*To be filed by Amendment.

-2-
<PAGE> 5
Item 25. Persons Controlled by or under Common Control with Registrant.

None.

Item 26. Number of Holders of Securities at December 23, 1996.

<TABLE>
<S> <C>
Money Market Fund One

Short-Term Bond Fund

Intermediate Bond Fund

Stock Fund
International Multi-Manager Stock Fund
Kansas Tax-Exempt Bond Fund
</TABLE>

Item 27. Indemnification.

As permitted by Section 17(h) and (i) of the Investment
Company Act of 1940 (the "1940 Act") and pursuant to Article X of the
Registrant's Trust Instrument (Exhibit 1 to the Registration Statement),
Section 4 of the Master Investment Advisory Contract between Registrant and the
Adviser (Exhibit 5(a) to this Registration Statement), and Section 14 of the
Master Distribution Contract between Registrant and the Distributor (Exhibit 6
to this Registration Statement), officers, trustees, employees and agents of
the Registrant will not be liable to the Registrant, any shareholder, officer,
trustee, employee, agent or other person for any action or failure to act,
except for bad faith, willful misfeasance, gross negligence or reckless
disregard of duties, and those individuals may be indemnified against
liabilities in connection with the Registrant, subject to the same exceptions.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted to trustees,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant understands that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a trustee,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such trustee, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public

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<PAGE> 6
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

The Registrant will purchase an insurance policy insuring its
officers and trustees against liabilities, and certain costs of defending
claims against such officers and trustees, to the extent such officers and
trustees are not found to have committed conduct constituting willful
misfeasance, bad faith, gross negligence or reckless disregard in the
performance of their duties. The insurance policy also insures the Registrant
against the cost of indemnification payments to officers under certain
circumstances.

Section 4 of the Master Investment Advisory Contract between
Registrant and the Adviser and Section 9 of the Master Distribution Contract
between Registrant and the Distributor limit the liability of the Adviser, and
the Distributor to liabilities arising from willful misfeasance, bad faith or
gross negligence in the performance of their respective duties or from reckless
disregard by them of their respective obligations and duties under the
agreements.

The Registrant hereby undertakes that it will apply the
indemnification provisions of its Declaration of Trust, By-Laws, Investment
Advisory Contracts and Distribution Contract in a manner consistent with
Release No. 11330 of the Securities and Exchange Commission under the 1940 Act
so long as the interpretations of Section 17(h) and 17(i) of such Act remain in
effect and are consistently applied.

Item 28. Business and Other Connections of INTRUST Bank, N.A.

INTRUST Bank, N.A. is a majority-owned subsidiary of INTRUST
Financial Corporation (formerly First Bancorp of Kansas), a
bank holding company. INTRUST Bank, N.A. is a national
banking association which provides a full range of banking and
trust services to clients. As of September 30, 1996 total
assets under management were approximately $1.17 billion. The
principal place of business address of the Adviser is 105
North Main Street, Box One, Wichita, Kansas 67201. The
executive officers of INTRUST Bank, N.A. and INTRUST Financial
Corporation and such executive officers' positions during the
past two years are as follows:

Name Position and Offices
---- --------------------

-4-
<PAGE> 7
Item 29. Principal Underwriter

(a) BISYS acts as Distributor/Underwriter for other
registered investment companies.

(b) Officers and Directors.

<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Positions and Offices with
Business Address Registrant Underwriter
- ------------------------------ --------------------------------- -------------------------------
<S> <C> <C>
BISYS Fund Services, Inc. None Sole General Partner
3435 Stelzer Road
Columbus, Ohio 43219

WC Subsidiary Corporation None Sole Limited Partner
150 Clove Road
Little Falls, New Jersey 07424
The BISYS Group, Inc. None Sole Shareholder
150 Clove Road
Little Falls, New Jersey 07424

- ------------------------------ --------------------------------- -------------------------------
</TABLE>

Item 30. Location of Accounts and Records

All accounts, books and other documents required to be
maintained by Section 31(a) of the Investment Company Act of 1940 and the rules
thereunder are maintained at the offices of BISYS located at 3435 Stelzer Road,
Columbus, Ohio 43219 and INTRUST at 105 North Main Street, Box One, Wichita,
Kansas 63201 and AMR Investment Services, Inc., at 4333 Amon Carter Boulevard,
MD, 5645, Fort Worth, Texas 76155.

Item 31. Management Services

Not applicable.

Item 32. Undertakings.

-5-
<PAGE> 8
(a) Registrant undertakes to call a meeting of
shareholders for the purpose of voting upon the
removal of a trustee if requested to do so by the
holders of at least 10% of the Registrant's
outstanding shares.

(b) Registrant undertakes to provide the support to
shareholders specified in Section 16(c) of the 1940
Act as though that section applied to the Registrant.

(c) Registrant hereby undertakes to file a post-effective
amendment, using financial statements which need not
be certified, within four to six months from the
effective date of the Registrant's 1933 Act
Registration Statement.

(d) Registrant undertakes to furnish each person to whom
a prospectus is delivered with a copy of the
Registrant's latest annual report to shareholders
upon request and without charge.

-6-
<PAGE> 9
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, and State of New York, on December
23, 1996.

INTRUST FUNDS TRUST

By:
---------------------------
Eric Rubin, President

Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Terry L. Carter*
-------------------
Terry L. Carter Trustee December 23, 1996

/s/Thomas F. Kice*
------------------
Thomas F. Kice Trustee December 23, 1996

/s/George Mileusnic*
--------------------
George Mileusnic Trustee December 23, 1996

/s/John J. Pileggi
-------------------
John J. Pileggi Trustee December 23, 1996

/s/Thomas E. Shea*
------------------
Thomas E. Shea Trustee December 23, 1996

/s/Eric Rubin
-------------
Eric Rubin President and Treasurer December 23, 1996

*By
--------------------------------------
John J. Pileggi, Attorney-In-Fact
</TABLE>

*Pursuant to Power of Attorney filed with Pre-Effective Amendment No. 2.

<PAGE> 10
SIGNATURES

AMR Investment Services Trust has duly caused this Pre-Effective
Amendment No. 3 to the Registration Statement on Form N-1A of the INTRUST FUNDS
Trust to be signed on its behalf by the undesigned only with respect to
disclosures relating to the International Equity Portfolio, a series of the AMR
Investment Services Trust, thereunto duly authorized, in the City of Fort Worth
and the State of Texas on December 23, 1996.

AMR INVESTMENT SERVICES TRUST

By:
----------------------------------
William P. Quinn
President

Attest:

- -------------------------------
Barry Y. Greenberg
Vice President and Assistant Secretary

This Pre-Effective Amendment No. 3 to the Registration Statement on
Form N-1A of the INTRUST Funds Trust has been signed below by the following
persons in the capacities and on the dates indicated only with respect to
disclosures relating to the International Equity Portfolio, a series of the AMR
Investment Services Trust.

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
- -------------------------- President and December 23, 1996
William F. Quinn Trustee

- -------------------------- Trustee December 23, 1996
Alan D. Feld

- -------------------------- Trustee December 23, 1996
Ben J. Fortson

- -------------------------- Trustee December 23, 1996
John S. Justin

- -------------------------- Trustee December 23, 1996
Stephen D. O'Sullivan

- -------------------------- Trustee December 23, 1996
Roger T. Staubach

*By
------------------------------
William F. Quinn, Attorney-In-Fact
</TABLE>

<PAGE> 11
EXHIBIT INDEX
-------------

<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
(1) Trust Instrument.

(2) Bylaws of Registrant.

(5)(a) Form of Master Investment Advisory Agreement
and Supplements between Registrant and
Adviser.

(5)(b) Form of Sub-Advisory Agreements between
Adviser and Sub-Advisers.

(8) Form of Custodian Contract between Registrant
and Custodian.

(9)(b) Service Organization Agreement.

(13) Subscription Agreement.

</TABLE>

<PAGE> 1
EXHIBIT 1

AMENDMENT TO THE

TRUST INSTRUMENT OF

FS FUNDS TRUST

DATED FEBRUARY 12, 1996

AMENDMENT TO TRUST INSTRUMENT, made February 12, 1996 by John
J. Pileggi (the "Trustees").

WHEREAS, there has heretofore been established a trust for the
investment and reinvestment of funds contributed thereto; and

WHEREAS, there was originally filed with the Secretary of
State of the State of Delaware a Trust Instrument, dated January 26, 1996,
creating the Trust; and

WHEREAS, the Trustees desire to amend the Trust Instrument,
dated January 26, 1996, and to file with the Secretary of State of the State of
Delaware an Amendment to the Trust Instrument; and

WHEREAS, the Trustees desire to change the name of the
business trust to Triumph Funds Trust.

IN WITNESS WHEREOF, the undersigned, being all of the initial
Trustees of the Trust, have executed this instrument this 12th day of February,
1996.

------------------------------------------------
John J. Pileggi, as Trustee and not individually

<PAGE> 2
AMENDMENT TO THE

TRUST INSTRUMENT OF

FS FUNDS TRUST

DATED NOVEMBER 11, 1996

AMENDMENT TO TRUST INSTRUMENT, made November 11, 1996 by John J.
Pileggi (the "Trustees").

WHEREAS, there has heretofore been established a trust for the
investment and reinvestment of funds contributed thereto; and

WHEREAS, there was originally filed with the Secretary of State of the
State of Delaware a Trust Instrument, dated January 26, 1996, creating the
Trust; and

WHEREAS, the Trustees desire to amend the Trust Instrument, dated
January 26, 1996, and to file with the Secretary of State of the State of
Delaware an Amendment to the Trust Instrument; and

WHEREAS, the Trustees desire to change the name of the business trust
to INTRUST Funds Trust.

IN WITNESS WHEREOF, the undersigned, being all of the initial Trustees
of the Trust, have executed this instrument this 11th day of November, 1996.

------------------------------------------------
John J. Pileggi, as Trustee and not individually
<PAGE> 3

FS FUNDS TRUST

TRUST INSTRUMENT

DATED JANUARY 26, 1996

<PAGE> 4
FS TRUST

DATED JANUARY 26, 1996

TRUST INSTRUMENT, made January 26, 1996 by John J.
Pileggi (the "Trustees"). The registered agent's name and address is
Corporation Service Company, 1013 Centre Road, Wilmington, DE, 19805.

WHEREAS, the Trustees desire to establish a business
trust for the investment and reinvestment of funds contributed thereto;

NOW, THEREFORE, the Trustees declare that all money
and property contributed to the trust hereunder shall be held and managed in
trust under this Trust Instrument as herein set forth below.
<PAGE> 5
ARTICLE I

NAME AND DEFINITIONS

NAME

Section 1.01. The name of the trust created hereby
is "FS Trust".

DEFINITIONS.

Section 1.02. Wherever used herein, unless otherwise
required by the context or specifically provided:

(a) "Bylaws" means the Bylaws referred to in
Article IV, Section 4.01(e) hereof, as from time to time amended;

(b) The term "Commission" has the meaning given
it in the 1940 Act (as defined below). The terms "Affiliated Person",
"Assignment", "Interested Person" and "Principal Underwriter" shall have the
meanings given them in the 1940 Act, as modified by or interpreted by any
applicable order or orders of the

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<PAGE> 6
Commission or any rules or regulations adopted or interpretive releases of the
Commission thereunder. "Majority Shareholder Vote" shall have the same meaning
as the term "vote of a majority of the outstanding voting securities" is given
in the 1940 Act, as modified by or interpreted by any applicable order or
orders of the Commission or any rules or regulations adopted or interpretive
releases of the Commission thereunder.

(c) The "Delaware Act" refers to Chapter 38 of
Title 12 of the Delaware Code entitled "Treatment of Delaware Business Trusts,"
as it may be amended from time to time.

(d) "Net Asset Value" means the net asset value
of each Series (as defined below) of the Trust determined in the manner
provided in Article IX, Section 9.03 hereof;

(e) "Outstanding Shares" means those Shares shown
from time to time in the books of the Trust or its Transfer Agent as then
issued and outstanding, but shall not include Shares which have been redeemed
or repurchased by the Trust and which are at the time held in the treasury of
the Trust;

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<PAGE> 7
(f) "Series" means a series of Shares (as defined
below) of the Trust established in accordance with the provisions of Article
II, Section 2.06 hereof.

(g) "Shareholder" means a record owner of
Outstanding Shares of the Trust;

(h) "Shares" means the equal proportionate
transferable units of beneficial interest into which the beneficial interest of
each Series of the Trust or class thereof shall be divided and may include
fractions of Shares as well as whole Shares;

(i) The "Trust" refers to all FS Trust's Funds
and reference to a Fund, when applicable to one or more Series of the Trust,
shall refer to any such Series;

(j) The "Trustees" means the person or persons
who has or have signed this Trust Instrument, so long as he or they shall
continue in office in accordance with the terms hereof, and all other persons
who may from time to time be duly qualified and serving as Trustees in
accordance with the provisions of Article

- 4 -
<PAGE> 8
III hereof and reference herein to a Trustee or to the Trustees shall refer to
the individual Trustees in their capacity as Trustees hereunder;

(k) "Trust Property" means any and all property,
real or personal, tangible or intangible, which is owned or held by or for the
account of one or more of the Trust or any Series, or the Trustees on behalf of
the Trust or any Series.

(l) The "1940 Act" refers to the Investment
Company Act of 1940, as amended from time to time.

ARTICLE II

BENEFICIAL INTEREST

SHARES OF BENEFICIAL INTEREST

Section 2.01. The beneficial interest in the Trust
shall be divided into such transferable Shares of one or more separate and
distinct Series or classes of a Series as the

- 5 -
<PAGE> 9
Trustees shall from time to time create and establish. The number of Shares of
each Series, and class thereof, authorized hereunder is unlimited. Each Share
shall have a par value of $0.001. All Shares issued hereunder, including
without limitation, Shares issued in connection with a dividend in Shares or a
split or reverse split of Shares, shall be fully paid and nonassessable.

ISSUANCE OF SHARES

Section 2.02. The Trustees in their discretion may,
from time to time, without vote of the Shareholders, issue Shares, in addition
to the then issued and outstanding Shares and Shares held in the treasury, to
such party or parties and for such amount and type of consideration, subject to
applicable law, including cash or securities, at such time or times and on such
terms as the Trustees may deem appropriate, and may in such manner acquire
other assets (including the acquisition of assets subject to, and in connection
with, the assumption of liabilities) and businesses. In connection with any
issuance of Shares, the Trustees may issue fractional Shares and Shares held in
the treasury. The Trustees may from time to time divide or

- 6 -
<PAGE> 10
combine the Shares into a greater or lesser number without thereby changing the
proportionate beneficial interests in the Trust. Contributions to the Trust
may be accepted for, and Shares shall be redeemed as, whole Shares and/or
1/1,000th of a Share or integral multiples thereof.

Section 2.03. A register shall be kept at the
principal office of the Trust or an office of the Trust's transfer agent which
shall contain the names and addresses of the Shareholders of each Series, the
number of Shares of that Series (or any class or classes thereof) held by them
respectively and a record of all transfers thereof. As to Shares for which no
certificate has been issued, such register shall be conclusive as to who are
the holders of the Shares and who shall be entitled to receive dividends or
other distributions or otherwise to exercise or enjoy the rights of
Shareholders. No Shareholder shall be entitled to receive payment of any
dividend or other distribution, nor to have notice given to him as herein or in
the Bylaws provided, until he has given his address to the transfer agent or
such other officer or agent of the Trustees as shall

- 7 -
<PAGE> 11
keep the said registrar for entry thereon. The Trustees, in their discretion,
may authorize the issuance of share certificates and promulgate appropriate
rules and regulations as to their use. Such certificates may be issuable for
any purpose limited in the Trustees discretion. In the event that one or more
certificates are issued, whether in the name of a shareholder or a nominee,
such certificate or certificates shall constitute evidence of ownership of
Shares for all purposes, including transfer, assignment or sale of such Shares,
subject to such limitations as the Trustees may, in their discretion,
prescribe.

TRANSFER OF SHARES

Section 2.04. Except as otherwise provided by the
Trustees, Shares shall be transferable on the records of the Trust only by the
record holder thereof or by his agent thereunto duly authorized in writing,
upon delivery to the Trustees or the Trust's transfer agent of a duly executed
instrument of transfer, together with a Share certificate, if one is
outstanding, and such evidence of the genuineness of each such execution and
authorization and of such other matters as may be required by the

- 8 -
<PAGE> 12
Trustees. Upon such delivery the transfer shall be recorded on the registrar
of the Trust. Until such record is made, the Shareholder of record shall be
deemed to be the holder of such Shares for all purposes hereunder and neither
the Trustees nor the Trust, nor any transfer agent or registrar nor any
officer, employee or agent of the Trust shall be affected by any notice of the
proposed transfer.

TREASURY SHARES

Section 2.05. Shares held in the treasury shall,
until reissued pursuant to Section 2.02 hereof, not confer any voting rights on
the Trustees, nor shall such Shares be entitled to any dividends or other
distributions declared with respect to the Shares.

ESTABLISHMENT OF SERIES

Section 2.06. The Trust created hereby shall consist
of one or more Series and separate and distinct records shall be maintained by
the Trust for each Series and the assets associated with any such Series shall
be held and accounted for separately

- 9 -
<PAGE> 13
from the assets of the Trust or any other Series. The Trustees shall have full
power and authority, in their sole discretion, and without obtaining any prior
authorization or vote of the Shareholders of any Series of the Trust, to
establish and designate and to change in any manner such Series of Shares or
any classes of initial or additional Series and to fix such preferences, voting
powers, right and privileges of such Series or classes thereof as the Trustees
may from time to time determine, to divide and combine the Shares or any Series
or classes thereof into a greater or lesser number, to classify or reclassify
any issued Shares or any Series or classes thereof into one or more Series or
classes of Shares, and to take such other action with respect to the Shares as
the Trustees may deem desirable. The establishment and designation of any
Series shall be effective upon the adoption of a resolution by a majority of
the Trustees setting forth such establishment and designation and the relative
rights and preferences of the Shares of such Series. A Series may issue any
number of Shares and need not issue shares. At any time that there are no
Shares outstanding of any particular Series previously established and
designated, the Trustees may by a majority vote abolish that Series and the
establishment and designation thereof.

- 10 -
<PAGE> 14
All references to Shares in this Trust Instrument
shall be deemed to be Shares of any or all Series, or classes thereof, as the
context may require. All provisions herein relating to the Trust shall apply
equally to each Series of the Trust, and each class thereof, except as the
context otherwise requires.

Each Share of a Series of the Trust shall represent
an equal beneficial interest in the net assets of such Series. Each holder of
Shares of a Series shall be entitled to receive his pro rata share of
distributions of income and capital gains, if any, made with respect to such
Series. Upon redemption of his Shares, such Shareholder shall be paid solely
out of the funds and property of such Series of the Trust.

INVESTMENT IN THE TRUST

Section 2.07. The Trustees shall accept investments
in any Series of the Trust from such persons and on such terms as they may from
time to time authorize. At the Trustees' discretion, such investments, subject
to applicable law, may be in the form of cash or securities in which the
affected Series is authorized to invest, valued as provided in Article IX,
Section

- 11 -
<PAGE> 15
9.03 hereof. Investments in a Series shall be credited to each Shareholder's
account in the form of full Shares at the Net Asset Value per Share next
determined after the investment is received; provided, however, that the
Trustees may, in their sole discretion, (a) fix the Net Asset Value per Share
of the initial capital contribution, (b) impose a sales charge upon investments
in the Trust in such manner and at such time determined by the Trustees or (c)
issue fractional Shares.

ASSETS AND LIABILITIES OF SERIES

Section 2.08. All consideration received by the
Trust for the issue or sale of Shares of a particular Series, together with all
assets in which such consideration is invested or reinvested, all income,
earnings, profits, and proceeds thereof, including any proceeds derived from
the sale, exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds in whatever form the same may
be, shall be held and accounted for separately from the other assets of the
Trust and of every other Series and may be referred to herein as "assets
belonging to" that Series. The assets belonging to a particular Series shall
belong to that Series for

- 12 -
<PAGE> 16
all purposes, and to no other Series, subject only to the rights of creditors
of that Series. In addition, any assets, income, earnings, profits or funds,
or payments and proceeds with respect thereto, which are not readily
identifiable as belonging to any particular Series shall be allocated by the
Trustees between and among one or more of the Series in such manner as the
Trustees, in their sole discretion, deem fair and equitable. Each such
allocation shall be conclusive and binding upon the Shareholders of all Series
for all purposes, and such assets, income, earnings, profits or funds, or
payments and proceeds with respect thereto shall be assets belonging to that
Series. The assets belonging to a particular Series shall be so recorded upon
the books of the Trust, and shall be held by the Trustees in trust for the
benefit of the holders of Shares of that Series. The assets belonging to each
particular Series shall be charged with the liabilities of that Series and all
expenses, costs, charges and reserves attributable to that Series. Any general
liabilities, expenses, costs, changes or reserves of the Trust which are not
readily identifiable as belonging to a particular Series shall be allocated and
changed by the Trustees belonging to any one or more of the Series in such
manner as the Trustees in their sole discretion deem fair and equitable. Each
such

- 13 -
<PAGE> 17
allocation shall be conclusive and binding upon the Shareholders of all Series
for all purposes. Without limitation of the foregoing provisions of this
Section 2.08, but subject to the right of the Trustees in their discretion to
allocate general liabilities, expenses, costs, charges or reserves as herein
provided, the debts, liabilities, obligations and expenses incurred, contracted
for or otherwise existing with respect to a particular Series shall be
enforceable against the assets of such Series only, and not against the assets
of the Trust generally. Notice of this contractual limitation on inter-Series
liabilities may, in the Trustee's sole discretion, be set forth in the
certificate of trust of the Trust (whether originally or by amendment) as filed
or to be filed in the Office of the Secretary of State of the State of Delaware
pursuant to the Delaware Act, and upon the giving of such notice in the
certificate of trust, the statutory provisions of Section 3804 of the Delaware
Act relating to limitations on inter-Series liabilities (and the statutory
effect under Section 3804 of setting forth such notice in the certificate of
trust) shall become applicable to the Trust and each Series. Any person
extending credit to, contracting with or having any claim against any Series
may look only to the assets of that Series to satisfy or enforce any debt,
liability,

- 14 -
<PAGE> 18
obligation or expense incurred, contracted for or otherwise existing with
respect to that Series. No Shareholder or former Shareholder of any Series
shall have a claim on or any right to any assets allocated or belonging to any
other Series.

NO PREEMPTIVE RIGHTS

Section 2.09. Shareholders shall have no preemptive
or other right to subscribe to any additional Shares or other securities issued
by the Trust or the Trustees, whether of the same or other Series.

PERSONAL LIABILITY OF SHAREHOLDERS

Section 2.10. Each Shareholder of the Trust and of
each Series shall not be personally liable for the debts, liabilities,
obligations and expenses incurred by, contracted for, or otherwise existing
with respect to, the Trust or by or on behalf of any Series. The Trustees
shall have no power to bind any Shareholder personally or to call upon any
Shareholder for the payment of any sum of money or assessment whatsoever other
than such as the Shareholder may at any time personally agree to

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<PAGE> 19
pay by way of subscription for any Shares or otherwise. Every note, bond,
contract or other undertaking issued by or on behalf of the Trust or the
Trustees relating to the Trust or to a Series shall include a recitation
limiting the obligation represented thereby to the Trust or to one or more
Series and its or their assets (but the omission of such a recitation shall not
operate to bind any Shareholder or Trustee of the Trust).

ASSENT TO TRUST INSTRUMENT

Section 2.11. Every Shareholder, by virtue of having
purchased a Share shall become a Shareholder and shall be held to have
expressly assented and agreed to be bound by the terms hereof.

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<PAGE> 20
ARTICLE III

THE TRUSTEES

MANAGEMENT OF THE TRUST

Section 3.01. The Trustees shall have exclusive and
absolute control over the Trust Property and over the business of the Trust to
the same extent as if the Trustees were the sole owners of the Trust Property
and business in their own right, but with such powers of delegation as may be
permitted by this Trust Instrument. The Trustees shall have power to conduct
the business of the Trust and carry on its operations in any and all of its
branches and maintain offices both within and without the State of Delaware, in
any and all states of the United States of America, in the District of
Columbia, in any and all commonwealths, territories, dependencies, colonies, or
possessions of the United States of America, and in any foreign jurisdiction
and to do all such other things and execute all such instruments as they deem
necessary, proper or desirable in order to promote the interests of the Trust
although such things are not herein specifically mentioned. Any determination
as to what

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<PAGE> 21
is in the interests of the Trust made by the Trustees in good faith shall be
conclusive. In construing the provisions of this Trust Instrument, the
presumption shall be in favor of a grant of power to the Trustees.

The enumeration of any specific power in this Trust
Instrument shall not be construed as limiting the aforesaid power. The powers
of the Trustees may be exercised without order of or resort to any court.

Except for the Trustees named herein or appointed to
fill vacancies pursuant to Section 3.04 of this Article III, the Trustees shall
be elected by the Shareholders owning of record a plurality of the Shares
voting at a meeting of Shareholders. Such a meeting shall be held on a date
fixed by the Trustees. In the event that less than a majority of the Trustees
holding office have been elected by Shareholders, the Trustees then in office
will call a Shareholders' meeting for the election of Trustees.

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<PAGE> 22
INITIAL TRUSTEES

Section 3.02. The initial Trustees shall be the
persons named herein. On a date fixed by the Trustees, the Shareholders shall
elect at least one but not more than twelve Trustees, as specified by the
Trustees pursuant to Section 3.06 of this Article III.

TERM OF OFFICE OF TRUSTEES

Section 3.03. The Trustees shall hold office during
the lifetime of this Trust, and until its termination as herein provided;
except (a) that any Trustee may resign his trust by written instrument signed
by him and delivered to the other Trustees, which shall take effect upon such
delivery or upon such later date as is specified therein; (b) that any Trustee
may be removed at any time by written instrument, signed by at least two-thirds
of the number of Trustees prior to such removal, specifying the date when such
removal shall become effective; (c) that any Trustee who requests in writing to
be retired or who has died, become physically or mentally incapacitated by
reason of disease or otherwise, or is otherwise unable to serve, may be

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<PAGE> 23
retired by written instrument signed by a majority of the other Trustees,
specifying the date of his retirement; and (d) that a Trustee may be removed at
any meeting of the Shareholders of the Trust by a vote of Shareholders owning
at least two-thirds of the outstanding Shares.

VACANCIES AND APPOINTMENT OF TRUSTEES

Section 3.04. In case of the declination to serve,
death, resignation, retirement, removal, physical or mental incapacity by
reason of disease or otherwise, or a Trustee is otherwise unable to serve, or
an increase in the number of Trustees, a vacancy shall occur. Whenever a
vacancy in the Board of Trustees shall occur, until such vacancy is filled, the
other Trustees shall have all the powers hereunder and the certificate of the
other Trustees of such vacancy shall be conclusive. In the case of an existing
vacancy, the remaining Trustees shall fill such vacancy by appointing such
other person as they in their discretion shall see fit consistent with the
limitations under the 1940 Act. Such appointment shall be evidenced by a
written instrument signed by a majority of the Trustees in office or by
resolution of the Trustees, duly adopted, which shall be

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<PAGE> 24
recorded in the minutes of a meeting of the Trustees, whereupon the appointment
shall take effect.

An appointment of a Trustee may be made by the
Trustees then in office in anticipation of a vacancy to occur by reason of
retirement, resignation or increase in number of Trustees effective at a later
date, provided that said appointment shall become effective only at or after
the effective date of said retirement, resignation or increase in number of
Trustees. As soon as any Trustee appointed pursuant to this Section 3.04 shall
have accepted this trust, the trust estate shall vest in the new Trustee or
Trustees, together with the continuing Trustees, without any further act or
conveyance, and he shall be deemed a Trustee hereunder. The power to appoint a
Trustee pursuant to this Section 3.04 is subject to the provisions of Section
16(a) of the 1940 Act.

TEMPORARY ABSENCE OF TRUSTEE

Section 3.05. Any Trustee may, by power of attorney,
delegate his power for a period not exceeding six months at any one time to any
other Trustee or Trustees, provided that in no

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<PAGE> 25
case shall less than two Trustees personally exercise the other powers
hereunder except as herein otherwise expressly provided.

NUMBER OF TRUSTEES

Section 3.06. The number of Trustees shall be at
least one (1), and thereafter shall be such number as shall be fixed from time
to time by a majority of the Trustees, provided, however, that the number of
Trustees shall in no event be more than twelve (12).

EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE

Section 3.07. The declination to serve, death,
resignation, retirement, removal, incapacity, or inability of the Trustees, or
any one of them, shall not operate to terminate the Trust or to revoke any
existing agency created pursuant to the terms of this Trust Instrument.

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<PAGE> 26
OWNERSHIP OF ASSETS OF THE TRUST

Section 3.08. The assets of the Trust and of each
Series shall be held separate and apart from any assets now or hereafter held
in any capacity other than as Trustee hereunder by the Trustees or any
successor Trustees. Legal title in all of the assets of the Trust and the
right to conduct any business shall at all times be considered as vested in the
Trustees on behalf of the Trust, except that the Trustees may cause legal title
to any Trust Property to be held by, or in the name of the Trust, or in the
name of any person as nominee. No Shareholder shall be deemed to have a
severable ownership in any individual asset of the Trust or of any Series or
any right of partition or possession thereof, but each Shareholder shall have,
except as otherwise provided for herein, a proportionate undivided beneficial
interest in the Trust or Series. The Shares shall be personal property giving
only the rights specifically set forth in this Trust Instrument.

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<PAGE> 27
ARTICLE IV

POWERS OF THE TRUSTEES

POWERS

Section 4.01. The Trustees in all instances shall
act as principals, and are and shall be free from the control of the
Shareholders. The Trustees shall have full power and authority to do any and
all acts and to make and execute any and all contracts and instruments that
they may consider necessary or appropriate in connection with the management of
the Trust. The Trustees shall not in any way be bound or limited by present or
future laws or customs in regard to trust investments, but shall have full
authority and power to make any and all investments which they, in their sole
discretion, shall deem proper to accomplish the purpose of this Trust without
recourse to any court or other authority. Subject to any applicable limitation
in this Trust Instrument or the Bylaws of the Trust, the Trustees shall have
power and authority:

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<PAGE> 28
(a) To invest and reinvest cash and other
property, and to hold cash or other property uninvested, without in any event
being bound or limited by any present or future law or custom in regard to
investments by trustees, and to sell, exchange, lend, pledge, mortgage,
hypothecate, write options on and lease any or all of the assets of the Trust;

(b) To operate as and carry on the business of an
investment company, and exercise all the powers necessary and appropriate to
the conduct of such operations;

(c) To borrow money and in this connection issue
notes or other evidence of indebtedness; to secure borrowings by mortgaging,
pledging or otherwise subjecting as security the Trust Property; to endorse,
guarantee, or undertake the performance of an obligation or engagement of any
other Person and to lend Trust Property;

(d) To provide for the distribution of interests
of the Trust either through a principal underwriter in the manner hereinafter
provided for or by the Trust itself, or both, or otherwise pursuant to a plan
of distribution of any kind;

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<PAGE> 29
(e) To adopt Bylaws not inconsistent with this
Trust Instrument providing for the conduct of the business of the Trust and to
amend and repeal them to the extent that they do not reserve that right to the
Shareholders; such Bylaws shall be deemed incorporated and included in this
Trust Instrument;

(f) To elect and remove such officers and appoint
and terminate such agents as they consider appropriate;

(g) To employ one or more banks, trust companies
or companies that are members of a national securities exchange or such other
entities as the Commission may permit as custodians of any assets of the Trust
subject to any conditions set forth in this Trust Instrument or in the Bylaws;

(h) To retain one or more transfer agents and
shareholder servicing agents, or both;

(i) To set record dates in the manner provided
herein or in the Bylaws;

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<PAGE> 30
(j) To delegate such authority as they consider
desirable to any officers of the Trust and to any investment adviser, manager,
custodian, underwriter or other agent or independent contractor;

(k) To sell or exchange any or all of the assets
of the Trust, subject to the provisions of Article IX, Section 11.04(b) hereof;

(l) To vote or give assent, or exercise any
rights of ownership, with respect to stock or other securities or property; and
to execute and deliver powers of attorney to such person or persons as the
Trustees shall deem proper, granting to such person or persons such power and
discretion with relation to securities or property as the Trustees shall deem
proper;

(m) To exercise powers and rights of subscription
or otherwise which in any manner arise out of ownership of securities;

(n) To hold any security or property in a form
not indicating any trust, whether in bearer, book entry, unregistered

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<PAGE> 31
or other negotiable form; or either in the name of the Trust or in the name of
a custodian or a nominee or nominees, subject in either case to proper
safeguards according to the usual practice of Delaware business trusts or
investment companies;

(o) To establish separate and distinct Series
with separately defined investment objectives and policies and distinct
investment purposes in accordance with the provisions of Article II hereof and
to establish classes of such Series having relative rights, powers and duties
as they may provide consistent with applicable law;

(p) Subject to the provisions of Section 3804 of
the Delaware Act, to allocate assets, liabilities and expenses of the Trust to
a particular Series or to apportion the same between or among two or more
Series, provided that any liabilities or expenses incurred by a particular
Series shall be payable solely out of the assets belonging to that Series as
provided for in Article II hereof;

(q) To consent to or participate in any plan for
the reorganization, consolidation or merger of any corporation or

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<PAGE> 32
concern, any security of which is held in the Trust; to consent to any
contract, lease, mortgage, purchase, or sale of property by such corporation or
concern, and to pay calls or subscriptions with respect to any security held in
the Trust;

(r) To compromise, arbitrate, or otherwise adjust
claims in favor of or against the Trust or any matter in controversy including,
but not limited to, claims for taxes;

(s) To make distributions of income and of
capital gains to Shareholders in the manner hereinafter provided;

(t) To establish, from time to time, a minimum
investment for Shareholders in the Trust or in one or more Series or class, and
to require the redemption of the Shares of any Shareholders whose investment is
less than such minimum upon giving notice to such Shareholder;

(u) To establish one or more committees, to
delegate any of the powers of the Trustees to said committees and to adopt a
committee charter providing for such responsibilities, membership (including
Trustees, officers or other agents of the

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<PAGE> 33
Trust therein) and any other characteristics of said committees as the Trustees
may deem proper. Notwithstanding the provisions of this Article IV, and in
addition to such provisions or any other provision of this Trust Instrument or
of the Bylaws, the Trustees may by resolution appoint a committee consisting of
less than the whole number of Trustees then in office, which committee may be
empowered to act for and bind the Trustees and the Trust, as if the acts of
such committee were the acts of all the Trustees then in office, with respect
to the institution, prosecution, dismissal, settlement, review or investigation
of any action, suit or proceeding which shall be pending or threatened to be
brought before any court, administrative agency or other adjudicatory body;

(v) To interpret the investment policies,
practices or limitations of any Series;

(w) To establish a registered office and have a
registered agent in the state of Delaware; and

(x) In general to carry on any other business in
connection with or incidental to any of the foregoing powers, to

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<PAGE> 34
do everything necessary, suitable or proper for the accomplishment of any
purpose or the attainment of any object or the furtherance of any power
hereinbefore set forth, either alone or in association with others, and to do
every other act or thing incidental or appurtenant to or growing out of or
connected with the aforesaid business or purposes, objects or powers.

The foregoing clauses shall be construed both as
objects and power, and the foregoing enumeration of specific powers shall not
be held to limit or restrict in any manner the general powers of the Trustees.
Any action by one or more of the Trustees in their capacity as such hereunder
shall be deemed an action on behalf of the Trust or the applicable Series, and
not an action in an individual capacity.

The Trustees shall not be limited to investing in
obligations maturing before the possible termination of the Trust.

No one dealing with the Trustees shall be under any
obligation to make any inquiry concerning the authority of the

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<PAGE> 35
Trustees, or to see to the application of any payments made or property
transferred to the Trustees or upon their order.

ISSUANCE AND REPURCHASE OF SHARES

Section 4.02. The Trustees shall have the power to
issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell,
reissue, dispose of, and otherwise deal in Shares and, subject to the
provisions set forth in Article II and Article IX, to apply to any such
repurchase, redemption, retirement, cancellation or acquisition of Shares any
funds or property of the Trust, or the particular Series of the Trust, with
respect to which such Shares are issued.

TRUSTEES AND OFFICERS AS SHAREHOLDERS

Section 4.03. Any Trustee, officer or other agent of
the Trust may acquire, own and dispose of Shares to the same extent as if he
were not a Trustee, officer or agent; and the Trustees may issue and sell or
cause to be issued and sold Shares to and buy such Shares from any such person
or any firm or company in which he is interested, subject only to the general

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<PAGE> 36
limitations herein contained as to the sale and purchase of such Shares; and
all subject to any restrictions which may be contained in the Bylaws.

ACTION BY THE TRUSTEES

Section 4.04. The Trustees shall act by majority
vote at a meeting duly called or by unanimous written consent without a meeting
or by telephone meeting provided a quorum of Trustees participate in any such
telephone meeting, unless the 1940 Act requires that a particular action be
taken only at a meeting at which the Trustees are present in person. At any
meeting of the Trustees, a majority of the Trustees shall constitute a quorum.
Meetings of the Trustees may be called orally or in writing by the Chairman
and/or Trustees or by any two other Trustees. Notice of the time, date and
place of all meetings of the Trustees shall be given by the party calling the
meeting to each Trustee by telephone, telefax, or telegram sent to his home or
business address at least twenty-four hours in advance of the meeting or by
written notice mailed to his home or business address at least seventy-two
hours in advance of the meeting. Notice need not be given to any Trustee who
attends the meeting

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<PAGE> 37
without objecting to the lack of notice or who executes a written waiver of
notice with respect to the meeting. Any meeting conducted by telephone shall
be deemed to take place at the principal office of the Trust, as determined by
the Bylaws or by the Trustees. Subject to the requirements of the 1940 Act,
the Trustees by majority vote may delegate to any one or more of their number
their authority to approve particular matters or take particular actions on
behalf of the Trust. Written consents or waivers of the Trustees may be
executed in one or more counterparts. Execution of a written consent or waiver
and delivery thereof to the Trust may be accomplished by telefax.

CHAIRMAN OF THE TRUSTEES

Section 4.05. The Trustees shall appoint one of
their number to be Chairman of the Board of Trustees. The Chairman shall
preside at all meetings of the Trustees, shall be responsible for the execution
of policies established by the Trustees and the administration of the Trust,
and may be (but is not required to be) the chief executive, financial and/or
accounting officer of the Trust.

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<PAGE> 38
PRINCIPAL TRANSACTIONS

Section 4.06. Except to the extent prohibited by
applicable law, the Trustees may, on behalf of the Trust, buy any securities
from or sell any securities to, or lend any assets of the Trust to, any
Trustees or officer of the Trust or any firm of which any such Trustee or
officer is a member acting as principal, or have any such dealings with any
investment adviser, distributor or transfer agent for the Trust or with any
Interested Person of such person; and the Trust may employ any such person, or
firm or company in which such person is an Interested Person, as broker, legal
counsel, registrar, investment adviser, distributor, transfer agent, dividend
disbursing agent, custodian or in any other capacity upon customary terms.

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<PAGE> 39
ARTICLE V

EXPENSES OF THE TRUST

TRUSTEE REIMBURSEMENT

Section 5.01. Subject to the provisions of Article
II, Section 2.08 hereof, the Trustees shall be reimbursed from the Trust estate
or the assets belonging to the appropriate Series for their expenses and
disbursement, including, without limitation, fees and expenses of Trustees who
are not Interested Persons of the Trust, interest expense, taxes, fees and
commissions of every kind, expenses of pricing Trust portfolio securities,
expenses of issue, repurchase and redemption of shares, including expenses
attributable to a program of periodic repurchases or redemptions, expenses of
registering and qualifying the Trust and its Shares under Federal and State
laws and regulations or under the laws of any foreign jurisdiction, charges of
third parties, including investment advisers, managers, custodians, transfer
agents, portfolio accounting and/or pricing agents, and registrars, expenses of
preparing and setting up in type prospectuses and statements of additional

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<PAGE> 40
information and other related Trust documents, expenses of printing and
distributing prospectuses sent to existing Shareholders, auditing and legal
expenses, reports to Shareholders, expenses of meetings of Shareholders and
proxy solicitations therefor, insurance expenses, association membership dues
and for such non-recurring items as may arise, including litigation to which
the Trust (or a Trustee acting as such) is a party, and for all losses and
liabilities by them incurred in administering the Trust, and for the payment of
such expenses, disbursements, losses and liabilities the Trustees shall have a
lien on the assets belonging to the appropriate Series, or in the case of an
expense allocable to more than one Series, on the assets of each such Series,
prior to any rights or interests of the Shareholders thereto. This section
shall not preclude the Trust from directly paying any of the aforementioned
fees and expenses.

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<PAGE> 41
ARTICLE VI

INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND TRANSFER AGENT

INVESTMENT ADVISER

Section 6.01. The Trustees may in their discretion,
from time to time, enter into an investment advisory or management contract or
contracts with respect to the Trust or any Series whereby the other party or
parties to such contract or contracts shall undertake to furnish the Trustees
with such management, investment advisory, statistical and research facilities
and services and such other facilities and services, if any, and all upon such
terms and conditions, as the Trustees may in their discretion determine;
provided, however, that the initial approval and entering into of such contract
or contracts shall be subject to a Majority Shareholder Vote. Notwithstanding
any other provision of this Trust Instrument, the Trustees may authorize any
investment adviser (subject to such general or specific instructions as the
Trustees may from time to time adopt) to effect purchases, sales or exchanges
of portfolio securities, other investment instruments of the Trust, or other

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<PAGE> 42
Trust Property on behalf of the Trustees, or may authorize any officer, agent,
or Trustee to effect such purchases, sales or exchanges pursuant to
recommendations of the investment adviser (and all without further action by
the Trustees). Any such purchases, sales and exchanges shall be deemed to have
been authorized by all of the Trustees.

The Trustees may authorize, subject to applicable
requirements of the 1940 Act, including those relating to Shareholder approval,
the investment adviser to employ, from time to time, one or more sub-advisers
to perform such of the acts and services of the investment adviser, and upon
such terms and conditions, as may be agreed upon between the investment adviser
and sub-adviser. Any reference in this Trust Instrument to the investment
adviser shall be deemed to include such sub-advisers, unless the context
otherwise requires.

PRINCIPAL UNDERWRITER

Section 6.02. The Trustees may in their discretion
from time to time enter into an exclusive or non-exclusive underwriting
contract or contracts providing for the sale of

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<PAGE> 43
Shares, whereby the Trust may either agree to sell Shares to the other party to
the contract or appoint such other party its sales agent for such Shares. In
either case, the contract shall be on such terms and conditions, if any, as may
be prescribed in the Bylaws, and such further terms and conditions as the
Trustees may in their discretion determine not inconsistent with the provisions
of this Article VI, or of the Bylaws; and such contract may also provide for
the repurchase or sale of Shares by such other party as principal or as agent
of the Trust.

TRANSFER AGENT

Section 6.03. The Trustees may in their discretion
from time to time enter into one or more transfer agency and shareholder
service contracts whereby the other party or parties shall undertake to furnish
the Trustees with transfer agency and shareholder services. The contract or
contracts shall be on such terms and conditions as the Trustees may in their
discretion determine not inconsistent with the provisions of this Trust
Instrument or of the Bylaws.

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<PAGE> 44
PARTIES TO CONTRACT

Section 6.04. Any contract of the character
described in Sections 6.01, 6.02 and 6.03 of this Article VI or any contract of
the character described in Article VIII hereof may be entered into with any
corporation, firm, partnership, trust or association, although one or more of
the Trustees or officers of the Trust may be an officer, director, trustee,
shareholder, or member of such other party to the contract, and no such
contract shall be invalidated or rendered void or voidable by reason of the
existence of any relationship, nor shall any person holding such relationship
be disqualified from voting on or executing the same in his capacity as
Shareholder and/or Trustee, nor shall any person holding such relationship be
liable merely by reason of such relationship for any loss or expense to the
Trust under or by reason of said contract or accountable for any profit
realized directly or indirectly therefrom, provided that the contract when
entered into was not inconsistent with the provisions of this Article VI or
Article VIII hereof or of the Bylaws. The same person (including a firm,
corporation, partnership, trust or association) may be the other party to
contracts entered into pursuant to Sections 6.01, 6.02 and 6.03 of this Article
VI or

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<PAGE> 45
pursuant to Article VIII hereof, and any individual may be financially
interested or otherwise affiliated with persons who are parties to any or all
of the contracts mentioned in this Section 6.04.

PROVISIONS AND AMENDMENTS

Section 6.05. Any contract entered into pursuant to
Sections 6.01 or 6.02 of this Article VI shall be consistent with and subject
to the requirements of Section 15 of the 1940 Act or other applicable Act of
Congress hereafter enacted with respect to its continuance in effect, its
termination, and the method of authorization and approval of such contract or
renewal thereof, and no amendment to any contract, entered into pursuant to
Section 6.01 of this Article VI shall be effective unless assented to in a
manner consistent with the requirements of said Section 15, as modified by any
applicable rule, regulation or order of the Commission.

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<PAGE> 46
ARTICLE VII

SHAREHOLDERS' VOTING POWERS AND MEETINGS

VOTING POWERS

Section 7.0l. The Shareholders shall have power to
vote only (i) for the election of Trustees as provided in Article III, Sections
3.01 and 3.02 hereof, (ii) for the removal of Trustees as provided in Article
III, Section 3.03(d) hereof, (iii) with respect to any investment advisory or
management contract as provided in Article VI, Sections 6.01 and 6.05 hereof,
and (iv) with respect to such additional matters relating to the Trust as may
be required by law, by this Trust Instrument, or the Bylaws or any registration
of the Trust with the Commission or any State, or as the Trustees may consider
desirable.

On any matter submitted to a vote of the
Shareholders, all Shares shall be voted separately by individual Series, except
(i) when required by the 1940 Act, Shares shall be voted in the aggregate and
not by individual Series; and (ii) when the

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<PAGE> 47
Trustees have determined that the matter affects the interests of more than one
Series, then the Shareholders of all such Series shall be entitled to vote
thereon. The Trustees may also determine that a matter affects only the
interests of one or more classes of a Series, in which case any such matter
shall be voted on by such class or classes. Each whole Share shall be entitled
to one vote as to any matter on which it is entitled to vote, and each
fractional Share shall be entitled to a proportionate fractional vote. There
shall be no cumulative voting in the election of Trustees. Shares may be voted
in person or by proxy or in any manner provided for in the Bylaws. A proxy may
be given in writing. The Bylaws may provide that proxies may also, or may
instead, be given by any electronic or telecommunications device or in any
other manner. Notwithstanding anything else herein or in the Bylaws, in the
event a proposal by anyone other than the officers or Trustees of the Trust is
submitted to a vote of the Shareholders of one or more Series or of the Trust,
or in the event of any proxy contest or proxy solicitation or proposal in
opposition to any proposal by the officers or Trustees of the Trust, Shares may
be voted only in person or by written proxy. Until Shares are issued, the
Trustees may exercise all rights of Shareholders and may take any action
required or permitted by

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<PAGE> 48
law, this Trust Instrument or any of the Bylaws of the Trust to be taken by
Shareholders.

MEETINGS

Section 7.02. The first Shareholders' meeting shall
be held in order to elect Trustees as specified in Section 3.02 of Article III
hereof at the principal office of the Trust or such other place as the Trustees
may designate. Meetings may be held within or without the State of Delaware.
Special meetings of the Shareholders of any Series may be called by the
Trustees and shall be called by the Trustees upon the written request of
Shareholders owning at least one-tenth of the Outstanding Shares entitled to
vote. Whenever ten or more Shareholders meeting the qualifications set forth
in Section 16(c) of the 1940 Act, as the same may be amended from time to time,
seek the opportunity of furnishing materials to the other Shareholders with a
view to obtaining signatures on such a request for a meeting, the Trustees
shall comply with the provisions of said Section 16(c) with respect to
providing such Shareholders access to the list of the Shareholders of record of
the Trust or the mailing of such materials to such Shareholders of record,
subject to any rights

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<PAGE> 49
provided to the Trust or any Trustees provided by said Section 16(c). Notice
shall be sent, by First Class Mail or such other means determined by the
Trustees, at least 15 days prior to any such meeting.

QUORUM AND REQUIRED VOTE

Section 7.03. One-third of Shares entitled to vote
in person or by proxy shall be a quorum for the transaction of business at a
Shareholders' meeting, except that where any provision of law or of this Trust
Instrument permits or requires that holders of any Series shall vote as a
Series (or that holders of a class shall vote as a class), then one-third of
the aggregate number of Shares of that Series (or that class) entitled to vote
shall be necessary to constitute a quorum for the transaction of business by
that Series (or that class). Any lesser number shall be sufficient for
adjournments. Any adjourned session or sessions may be held, within a
reasonable time after the date set for the original meeting, without the
necessity of further notice. Except when a larger vote is required by law or
by any provision of this Trust Instrument or the Bylaws, a majority of the
Shares voted in person or by proxy

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<PAGE> 50
shall decide any questions and a plurality shall elect a Trustee, provided that
where any provision of law or of this Trust Instrument permits or requires that
the holders of any Series shall vote as a Series (or that the holders of any
class shall vote as a class), then a majority of the Shares present in person
or by proxy of that Series or, if required by law, a Majority Shareholder Vote
of that Series (or class), voted on the matter in person or by proxy shall
decide that matter insofar as that Series (or class) is concerned.
Shareholders may act by unanimous written consent. Actions taken by Series (or
class) may be consented to unanimously in writing by Shareholders of that
Series.

ARTICLE VIII

CUSTODIAN

APPOINTMENT AND DUTIES

Section 8.0l. The Trustees shall at all times employ
a bank, a company that is a member of a national securities exchange, or a
trust company, each having capital, surplus and

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<PAGE> 51
undivided profits of at least two million dollars ($2,000,000) as custodian
with authority as its agent, but subject to such restrictions, limitations and
other requirements, if any, as may be contained in the Bylaws of the Trust:

(1) to hold the securities owned by the Trust and
deliver the same upon written order or oral
order confirmed in writing;

(2) to receive and receipt for any moneys due to
the Trust and deposit the same in its own
banking department or elsewhere as the
Trustees may direct; and

(3) to disburse such funds upon orders or
vouchers;

and the Trust may also employ such custodian as its agent:

(4) to keep the books and accounts of the Trust
or of any Series or class and furnish
clerical and accounting services; and

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<PAGE> 52
(5) to compute, if authorized to do so by the
Trustees, the Net Asset Value of any Series,
or class thereof, in accordance with the
provisions hereof; all upon such basis of
compensation as may be agreed upon between
the Trustees and the custodian.

The Trustees may also authorize the custodian to
employ one or more sub-custodians from time to time to perform such of the acts
and services of the custodian, and upon such terms and conditions, as may be
agreed upon between the custodian and such sub-custodian and approved by the
Trustees, provided that in every case such sub-custodian shall be a bank, a
company that is a member of a national securities exchange, or a trust company
organized under the laws of the United States or one of the states thereof and
having capital, surplus and undivided profits of at least two million dollars
($2,000,000) or such other person as may be permitted by the Commission, or
otherwise in accordance with the 1940 Act.

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<PAGE> 53
CENTRAL CERTIFICATE SYSTEM

Section 8.02. Subject to such rules, regulations and
orders as the Commission may adopt, the Trustees may direct the custodian to
deposit all or any part of the securities owned by the Trust in a system for
the central handling of securities established by a national securities
exchange or a national securities association registered with the Commission
under the Securities Exchange Act of 1934, as amended, or such other person as
may be permitted by the Commission, or otherwise in accordance with the 1940
Act, pursuant to which system all securities of any particular class or series
of any issuer deposited within the system are treated as fungible and may be
transferred or pledged by bookkeeping entry without physical delivery of such
securities, provided that all such deposits shall be subject to withdrawal only
upon the order of the Trust or its custodians, subcustodians or other agents.

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<PAGE> 54
ARTICLE IX

DISTRIBUTIONS AND REDEMPTIONS

DISTRIBUTIONS

Section 9.0l.

(a) The Trustees may from time to time declare
and pay dividends or other distributions with respect to any Series. The
amount of such dividends or distributions and the payment of them and whether
they are in cash or any other Trust Property shall be wholly in the discretion
of the Trustees.

(b) Dividends and other distributions may be paid
or made to the Shareholders of record at the time of declaring a dividend or
other distribution or among the Shareholders of record at such other date or
time or dates or times as the Trustees shall determine, which dividends or
distributions, at the election of the Trustees, may be paid pursuant to a
standing resolution or resolutions adopted only once or with such frequency as
the Trustees may determine. The Trustees may adopt

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<PAGE> 55
and offer to Shareholders such dividend reinvestment plans, cash dividend
payout plans or related plans as the Trustees shall deem appropriate.

(c) Anything in this Trust Instrument to the
contrary notwithstanding, the Trustees may at any time declare and distribute a
stock dividend pro rata among the Shareholders of a particular Series, or class
thereof, as of the record date of that Series fixed as provided in Section (b)
hereof.

REDEMPTIONS

Section 9.02. In case any holder of record of Shares
of a particular Series desires to dispose of his Shares or any portion thereof,
he may deposit at the office of the transfer agent or other authorized agent of
that Series a written request or such other form of request as the Trustees may
from time to time authorize, requesting that the Series purchase the shares in
accordance with this Section 9.02; and the Shareholder so requesting shall be
entitled to require the Series to purchase, and the Series or the principal
underwriter of the Series shall purchase his said Shares, but only at the Net
Asset Value thereof

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<PAGE> 56
(as described in Section 9.03 of this Article IX). The Series shall make
payment for any shares to be redeemed, as aforesaid, in cash or property from
the assets of that Series and payment for such Shares shall be made by the
Series or the principal underwriter of the Series to the Shareholder of record
within seven (7) days after the date upon which the request is effective. Upon
redemption, shares shall become Treasury shares and may be re-issued from time
to time.

DETERMINATION OF NET ASSET VALUE
AND VALUATION OF PORTFOLIO ASSETS

Section 9.03. The term "Net Asset Value" of any
Series shall mean that amount by which the assets of that Series exceed its
liabilities, all as determined by or under the direction of the Trustees. Such
value shall be determined separately for each Series and shall be determined on
such days and at such times as the Trustees may determine. Such determination
shall be made with respect to securities for which market quotations are
readily available, at the market value of such securities; and with respect to
other securities and assets, at the fair value as determined in good faith by
the Trustees; provided, however, that

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<PAGE> 57
the Trustees, without Shareholder approval, may alter the method of valuing
portfolio securities insofar as permitted under the 1940 Act and the rules,
regulations and interpretations thereof promulgated or issued by the Commission
or insofar as permitted by any Order of the Commission applicable to the
Series. The Trustees may delegate any of their powers and duties under this
Section 9.03 with respect to valuation of assets and liabilities. The resulting
amount, which shall represent the total Net Asset Value of the particular
Series, shall be divided by the total number of shares of that Series
outstanding at the time and the quotient so obtained shall be the Net Asset
Value per Share of that Series. At any time the Trustees may cause the Net
Asset Value per Share last determined to be determined again in similar manner
and may fix the time when such redetermined value shall become effective. If,
for any reason, the net income of any Series determined at any time, is a
negative amount, the Trustees shall have the power with respect to that Series
(i) to offset each Shareholder's pro rata share of such negative amount from
the accrued dividend account of such Shareholder, or (ii) to reduce the number
of Outstanding Shares of such Series by reducing the number of Shares in the
account of each Shareholder by a pro rata portion of the number of full and
fractional Shares

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<PAGE> 58
which represents the amount of such excess negative net income, or (iii) to
cause to be recorded on the books of such Series an asset account in the amount
of such negative net income (provided that the same shall thereupon become the
property of such Series with respect to such Series and shall not be paid to
any Shareholder), which account may be reduced by the amount, of dividends
declared thereafter upon the Outstanding Shares of such Series on the day such
negative net income is experienced, until such asset account is reduced to
zero; (iv) to combine the methods described in clauses (i) and (ii) and (iii)
of the sentence; or (v) to take any other action they deem appropriate, in
order to cause (or in order to assist in causing) the Net Asset Value per Share
of such Series to remain at a constant amount per Outstanding Share immediately
after each such determination and declaration. The Trustees shall also have
the power not to declare a dividend out of net income for the purpose of
causing the Net Asset Value per share to be increased. The Trustees shall not
be required to adopt, but may at any time dopt, discontinue or amend the
practice of maintaining the Net Asset Value per Share of the Series at a
constant amount.

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<PAGE> 59
SUSPENSION OF THE RIGHT OF REDEMPTION

Section 9.04. The Trustees may declare a suspension
of the right of redemption or postpone the date of payment as permitted under
the 1940 Act. Such suspension shall take effect at such time as the Trustees
shall specify but not later than the close of business on the business day next
following the declaration of suspension, and thereafter there shall be no right
of redemption or payment until the Trustees shall declare the suspension at an
end. In the case of a suspension of the right of redemption, a Shareholder may
either withdraw his request for redemption or receive payment based on the Net
Asset Value per Share next determined after the termination of the suspension.
In the event that any Series are divided into classes, the provisions of this
Section 9.03, to the extent applicable as determined in the discretion of the
Trustees and consistent with applicable law, may be equally applied to each
such class.

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<PAGE> 60
REDEMPTION OF SHARES IN ORDER TO
QUALIFY AS REGULATED INVESTMENT COMPANY

Section 9.05. If the Trustees shall, at any time and
in good faith, be of the opinion that direct or indirect ownership of Shares of
any Series has or may become concentrated in any Person to an extent which
would disqualify any Series as a regulated investment company under the
Internal Revenue Code, then the Trustees shall have the power (but not the
obligation) by lot or other means deemed equitable by them (i) to call for
redemption by any such person of a number, or principal amount, of Shares
sufficient to maintain or bring the direct or indirect ownership of Shares into
conformity with the requirements for such qualification and (ii) to refuse to
transfer or issue Shares to any person whose acquisition of the Shares in
question would result in such disqualification. The redemption shall be
effected at the redemption price and in the manner provided in this Article IX.

The holders of Shares shall upon demand disclose to
the Trustees in writing such information with respect to direct and indirect
ownership of Shares as the Trustees deem necessary to

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<PAGE> 61
comply with the provisions of the Internal Revenue Code, or to comply with the
requirements of any other taxing authority.

ARTICLE X

LIMITATION OF LIABILITY AND INDEMNIFICATION

LIMITATION OF LIABILITY

Section 10.01. A Trustee, when acting in such
capacity, shall not be personally liable to any person other than the Trust or
a beneficial owner for any act, omission or obligation of the Trust or any
Trustee. A Trustee shall not be liable for any act or omission or any conduct
whatsoever in his capacity as Trustee, provided that nothing contained herein
or in the Delaware Act shall protect any Trustee against any liability to the
Trust or to Shareholders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office of Trustee hereunder.

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<PAGE> 62
INDEMNIFICATION

Section 10.02.

(a) Subject to the exceptions and limitations
contained in Section (b) below:

(i) every Person who is, or has been, a
Trustee or officer of the Trust (hereinafter referred to as a
"Covered Person") shall be indemnified by the Trust to the
fullest extent permitted by law against liability and against
all expenses reasonably incurred or paid by him in connection
with any claim, action, suit or proceeding in which he becomes
involved as a party or otherwise by virtue of his being or
having been a Trustee or officer and against amounts paid or
incurred by him in the settlement thereof;

(ii) the words "claim," "action," "suit,"
or "proceeding" shall apply to all claims, actions, suits or
proceedings (civil, criminal or other, including appeals),
actual or threatened while in office or thereafter, and the
words "liability" and "expenses" shall include, without

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<PAGE> 63
limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.

(b) No indemnification shall be provided
hereunder to a Covered Person:

(i) who shall have been adjudicated by a
court or body before which the proceeding was brought (A) to
be liable to the Trust or its Shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office
or (B) not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Trust;
or

(ii) in the event of a settlement, unless
there has been a determination that such Trustee or officer
did not engage in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office,

(A) by the court or other body
approving the settlement;

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<PAGE> 64
(B) by at least a majority of
those Trustees who are neither Interested Persons of
the Trust nor are parties to the matter based upon a
review of readily available facts (as opposed to a
full trial-type inquiry); or

(C) by written opinion of
independent legal counsel based upon a review of
readily available facts (as opposed to a full
trial-type inquiry);

provided, however, that any Shareholder may, by appropriate
legal proceedings, challenge any such determination by the
Trustees or by independent counsel.

(c) The rights of indemnification herein provided
may be insured against by policies maintained by the trust, shall be severable,
shall not be exclusive of or affect any other rights to which any Covered
Person may now or hereafter be entitled, shall continue as to a person who has
ceased to be a Covered Person and shall inure to the benefit of the heirs,
executors and administrators of such a person. Nothing contained herein shall
affect any rights to indemnification to which Trust personnel,

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<PAGE> 65
other than Covered Persons, and other persons may be entitled by contract or
otherwise under law.

(d) Expenses in connection with the preparation
and presentation of a defense to any claim, action, suit or proceeding of the
character described in paragraph (a) of this Section 10.02 may be paid by the
Trust or Series from time to time prior to final disposition thereof upon
receipt of an undertaking by or on behalf of such Covered Person that such
amount will be paid over by him to the Trust or Series if it is ultimately
determined that he is not entitled to indemnification under this Section 10.02;
provided, however, that either (a) such Covered Person shall have provided
appropriate security for such undertaking, (b) the Trust is insured against
losses arising out of any such advance payments or (c) either a majority of the
Trustees who are neither Interested Persons of the Trust nor parties to the
matter, or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed to a
trial-type inquiry or full investigation), that there is reason to believe that
such Covered Person will be found entitled to indemnification under this
Section 10.02.

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<PAGE> 66
SHAREHOLDERS

Section 10.03. In case any Shareholder or former
Shareholder of any Series shall be held to be personally liable solely by
reason of his being or having been a Shareholder of such Series and not because
of his acts or omissions or for some other reason, the Shareholder or former
Shareholder (or his heirs, executors, administrators or other legal
representatives, or, in the case of a corporation or other entity, its
corporate or other general successor) shall be entitled out of the assets
belonging to the applicable Series to be held harmless from and indemnified
against all loss and expense arising from such liability. The Trust, on behalf
of the affected Series, shall, upon request by the Shareholder, assume the
defense of any claim made against the Shareholder for any act or obligation of
the Series and satisfy any judgment thereon from the assets of the Series.

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<PAGE> 67
ARTICLE XI

MISCELLANEOUS

TRUST NOT A PARTNERSHIP

Section 11.01. It is hereby expressly declared that
a trust and not a partnership is created hereby. No Trustee hereunder shall
have any power to bind personally either the Trust's officers or any
Shareholder. All persons extending credit to, contracting with or having any
claim against the Trust or the Trustees shall look only to the assets of the
appropriate Series or (if the Trustees shall have yet to have established
Series) of the Trust for payment under such credit, contract or claim; and
neither the Shareholders nor the Trustees, nor any of their agents, whether
past, present or future, shall be personally liable therefor. Nothing in this
Trust Instrument shall protect a Trustee against any liability to which the
Trustee would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
the office of Trustee hereunder.

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TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY

Section 11.02. The exercise by the Trustees of their
powers and discretions hereunder in good faith and with reasonable care under
the circumstances then prevailing shall be binding upon everyone interested.
Subject to the provisions of Article X hereof and to Section 11.01 of this
Article XI, the Trustees shall not be liable for errors of judgment or mistakes
of fact or law. The Trustees may take advice of counsel or other experts with
respect to the meaning and operation of this Trust Instrument, and subject to
the provisions of Article X hereof and Section 11.01 of this Article XI, shall
be under no liability for any act or omission in accordance with such advice or
for failing to follow such advice. The Trustees shall not be required to give
any bond as such, nor any surety if a bond is obtained.

ESTABLISHMENT OF RECORD DATES

Section 11.03. The Trustees may close the Share
transfer books of the Trust for a period not exceeding sixty (60) days
preceding the date of any meeting of Shareholders, or the date for the payment
of any dividends or other distributions, or the date

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<PAGE> 69
for the allotment of rights, or the date when any change or conversion or
exchange of Shares shall go into effect; or in lieu of closing the stock
transfer books as aforesaid, the Trustees may fix in advance a date, not
exceeding sixty (60) days preceding the date of any meeting of Shareholders, or
the date for payment of any dividend or other distribution, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
Shares shall go into effect, as a record date for the determination of the
Shareholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive payment of any such dividend or other distribution, or to
any such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of Shares, and in such case such Shareholders
and only such Shareholders as shall be Shareholders of record on the date so
fixed shall be entitled to such notice of, and to vote at, such meeting, or to
receive payment of such dividend or other distribution, or to receive such
allotment or rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any Shares on the books of the Trust after any
such record date fixed as aforesaid.

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TERMINATION OF TRUST

Section 11.04.

(a) This Trust shall continue without limitation
of time but subject to the provisions of sub-section (b) of this Section 11.04.

(b) The Trustees may, subject to a Majority
Shareholder Vote of each Series affected by the matter or, if applicable, to a
Majority Shareholder Vote of the Trust, and subject to a vote of a majority of
the Trustees,

(i) sell and convey all or substantially
all of the assets of the Trust or any affected Series to
another trust, partnership, association or corporation, or to
a separate series of shares thereof, organized under the laws
of any state which trust, partnership, association or
corporation is an open-end management investment company as
defined in the 1940 Act, or is a series thereof, for adequate
consideration which may include the assumption of all
outstanding obligations, taxes and other liabilities, accrued
or

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<PAGE> 71
contingent, of the Trust or any affected Series, and which may
include shares of beneficial interest, stock or other
ownership interests of such trust, partnership, association or
corporation or of a series thereof; or

(ii) at any time sell and convert into
money all of the assets of the Trust or any affected Series.

Upon making reasonable provision, in the
determination of the Trustees, for the payment of all such liabilities in
either (i) or (ii), by such assumption or otherwise, the Trustees shall
distribute the remaining proceeds or assets (as the case may be) of each Series
(or class) ratably among the holders of Shares of that Series then outstanding.

(c) Upon completion of the distribution of the
remaining proceeds or the remaining assets as provided in sub-section (b), the
Trust or any affected Series shall terminate and the Trustees and the Trust
shall be discharged of any and all further liabilities and duties hereunder and
the right, title and interest of all parties with respect to the Trust or
Series shall be cancelled and discharged.

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<PAGE> 72
Upon termination of the Trust, following completion
of winding up of its business, the Trustees shall cause a certificate of
cancellation of the Trust's certificate of trust to be filed in accordance with
the Delaware Act, which certificate of cancellation may be signed by any one
Trustee.

REORGANIZATION

Section 11.05. Notwithstanding anything else herein,
the Trustees, in order to change the form of organization of the Trust, may,
without prior Shareholder approval, (i) cause the Trust to merge or consolidate
with or into one or more trusts, partnerships, associations or corporations so
long as the surviving or resulting entity is an open-end management investment
company under the 1940 Act, or is a series thereof, that will succeed to or
assume the Trust's registration under that Act and which is formed, organized
or existing under the laws of a state, commonwealth possession or colony of the
United States or (ii) cause the Trust to incorporate under the laws of
Delaware. Any agreement of merger or consolidation or certificate of merger
may be signed by a majority of Trustees and facsimile signatures conveyed by
electronic or telecommunication means shall be valid.

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<PAGE> 73
Pursuant to and in accordance with the provisions of
Section 3815(f) of the Delaware Act, and notwithstanding anything to the
contrary contained in this Trust Instrument, an agreement of merger or
consolidation approved by the Trustees in accordance with this Section 11.05
may effect any amendment to the Trust Instrument or effect the adoption of a
new trust instrument of the Trust if it is the surviving or resulting trust in
the merger or consolidation.

FILING OF COPIES, REFERENCES, HEADINGS

Section 11.06. The original or a copy of this Trust
Instrument and of each amendment hereof or Trust Instrument supplemental hereto
shall be kept at the office of the Trust where it may be inspected by any
Shareholder. Anyone dealing with the Trust may rely on a certificate by an
officer or Trustee of the Trust as to whether or not any such amendments or
supplements have been made and as to any matters in connection with the Trust
hereunder, and with the same effect as if it were the original, may rely on a
copy certified by an officer or Trustee of the Trust to be a copy of this Trust
Instrument or of any such amendment or supplemental Trust Instrument,
references to this Trust Instrument, and all expressions like "herein,"
"hereof" and "hereunder," shall

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be deemed to refer to this Trust Instrument as amended or affected by any such
supplemental Trust Instrument. All expressions like "his", "he" and "him",
shall be deemed to include the feminine and neuter, as well as masculine,
genders. Headings are placed herein for convenience of reference only and in
case of any conflict, the text of this Trust Instrument, rather than the
headings, shall control. This Trust Instrument may be executed in any number
of counterparts each of which shall be deemed an original.

APPLICABLE LAW

Section 11.07. The trust set forth in this
instrument is made in the State of Delaware, and the Trust and this Trust
Instrument, and the rights and obligations of the Trustees and Shareholders
hereunder, are to be governed by and construed and administered according to
the Delaware Act and the laws of said State; provided, however, that there
shall not be applicable to the Trust, the Trustees or this Trust Instrument (a)
the provisions of Section 3540 of Title 12 of the Delaware Code or (b) any
provisions of the laws (statutory or common) of the State of Delaware (other
than the Delaware Act) pertaining to trusts which relate to or regulate (i) the
filing with any court or governmental body or

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<PAGE> 75
agency of trustee accounts or schedules of trustee fees and charges, (ii)
affirmative requirements to post bonds for trustees, officers, agents or
employees of a trust, (iii) the necessity for obtaining court or other
governmental approval concerning the acquisition, holding or disposition of
real or personal property, (iv) fees or other sums payable to trustees,
officers, agents or employees of a trust, (v) the allocation of receipts and
expenditures to income and principal, (vi) restrictions or limitations on the
permissible nature, amount or concentration of trust investments or
requirements relating to the titling, storage or other manner of holding of
trust assets, or (vii) the establishment of fiduciary or other standards or
responsibilities or limitations on the acts or powers of trustees, which are
inconsistent with the limitations or liabilities or authorities and powers of
the Trustees set forth or referenced in this Trust Instrument. The Trust shall
be of the type commonly called a "business trust", and without limiting the
provisions hereof, the Trust may exercise all powers or privileges afforded to
trusts or actions that may be engaged in by trusts under the Delaware Act, and
the absence of a specific reference herein to any such power, privilege or
action shall not imply that the Trust may not exercise such power or privilege
or take such actions.

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AMENDMENTS

Section 11.08. Except as specifically provided
herein, the Trustees may, without shareholder vote, amend or otherwise
supplement this Trust Instrument by making an amendment, a Trust Instrument
supplemental hereto or an amended and restated trust instrument. Shareholders
shall have the right to vote (i) on any amendment which would affect their
right to vote granted in Section 7.01 of Article VII hereof, (ii) on any
amendment to this Section 11.08, (iii) on any amendment as may be required by
law or by the Trust's registration statement filed with the Commission and (iv)
on any amendment submitted to them by the Trustees. Any amendment required or
permitted to be submitted to Shareholders which, as the Trustees determine,
shall affect the Shareholders of one or more Series shall be authorized by vote
of the Shareholders of each Series affected and no vote of shareholders of a
Series not affected shall be required. Notwithstanding anything else herein,
any amendment to Article 10 hereof shall not limit the rights to
indemnification or insurance provided therein with respect to action or
omission of Covered Persons prior to such amendment.

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FISCAL YEAR

Section 11.09. The fiscal year of the Trust shall
end on a specified date as set forth in the Bylaws, provided, however, that the
Trustees may, without Shareholder approval, change the fiscal year of the
Trust.

PROVISIONS IN CONFLICT WITH LAW

Section 11.10. The provisions of this Trust
Instrument are severable, and if the Trustees shall determine, with the advice
of counsel, that any of such provisions is in conflict with the 1940 Act, the
regulated investment company provisions of the Revenue Code or with other
applicable laws and regulations, the conflicting provision shall be deemed
never to have constituted a part of this Trust Instrument; provided, however,
that such determination shall not affect any of the remaining provisions of
this Trust Instrument or render invalid or improper any action taken or omitted
prior to such determination. If any provision of this Trust Instrument shall
be held invalid or unenforceable in any jurisdiction, such invalidity or

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unenforceability shall attach only to such provision in such jurisdiction, such
invalidity or unenforceability shall attach only to such provision in such
jurisdiction and shall not in any manner affect such provisions in any other
jurisdiction or any other provision of this Trust Instrument in any
jurisdiction.

IN WITNESS WHEREOF, the undersigned, being all of the
initial Trustees of the Trust, have executed this instrument this 26th day of
January, 1996.

---------------------------------
John J. Pileggi, as Trustee and
not individually

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I -- NAME AND DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
--------------------

Section 1.01 Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.02 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II -- BENEFICIAL INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
-------------------

Section 2.01 Shares of Beneficial Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.02 Issuance of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 2.03 Register of Shares and Share
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.04 Transfer of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.05 Treasury Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.06 Establishment of Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.07 Investment in the Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.08 Assets and Liabilities of Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 2.09 No Preemptive Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 2.10 Personal Liability of
Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 2.11 Assent to Trust Instrument . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE III -- THE TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
------------

Section 3.01 Management of the Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.02 Initial Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 3.03 Term of Office of Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 3.04 Vacancies and Appointment of
Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 3.05 Temporary Absence of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 3.06 Number of Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 3.07 Effect of Death, Resignation, etc.
of a Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 3.08 Ownership of Assets of the Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
</TABLE>

- i -
<PAGE> 80
TABLE OF CONTENTS (cont'd.)

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE IV -- POWERS OF THE TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
----------------------

Section 4.01 Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 4.02 Issuance and Repurchase of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 4.03 Trustees and Officers as
Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 4.04 Action By The Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 4.05 Chairman of the Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 4.06 Principal Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

ARTICLE V -- EXPENSES OF THE TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
---------------------

Section 5.01 Trustee Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE VI -- INVESTMENT ADVISER, PRINCIPAL
-----------------------------
UNDERWRITER AND TRANSFER AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
------------------------------

Section 6.01 Investment Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 6.02 Principal Underwriter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 6.03 Transfer Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 6.04 Parties to Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 6.05 Provisions and Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

ARTICLE VII - SHAREHOLDERS' VOTING POWER AND
------------------------------
MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
--------

Section 7.01 Voting Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 7.02 Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 7.03 Quorum and Required Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE VIII - CUSTODIAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
---------

Section 8.01 Appointment and Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
</TABLE>

- ii -
<PAGE> 81
TABLE OF CONTENTS (cont'd.)

<TABLE>
<CAPTION>
Page
----
<S> <C>
Section 8.02 Central Certificate System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE IX - DISTRIBUTIONS AND REDEMPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
-----------------------------

Section 9.01 Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 9.02 Redemptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 9.03 Determination of Net Asset Value and
Valuation of Portfolio Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 9.04 Suspension of the Right of
Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 9.05 Redemption of Shares in Order
to Qualify as Regulated
Investment Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

ARTICLE X - LIMITATION OF LIABILITY AND
---------------------------
INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
---------------

Section 10.01 Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 10.02 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 10.03 Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

ARTICLE XI - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
-------------

Section 11.01 Trust Not a Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 11.02 Trustee's Good Faith Action,
Expert Advice, No Bond or Surety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 11.03 Establishment of Record Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 11.04 Termination of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 11.05 Reorganization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 11.06 Filing of Copies, References,
Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 11.07 Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Section 11.08 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 11.09 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 11.10 Provisions in Conflict with Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
</TABLE>

- iii -

<PAGE> 1
EXHIBIT 2

BY-LAWS

INTRUST FUNDS TRUST

These Bylaws of INTRUST Funds Trust (the "Trust"), a Delaware
business trust, are subject to the Trust's Trust Instrument dated January 26,
1996 as from time to time amended, supplemented or restated (the "Trust
Instrument"). Capitalized terms used herein which are defined in the Trust
Instrument are used as therein defined.

ARTICLE I

PRINCIPAL OFFICE

The principal office of the Trust shall be located in New
York, New York or such other location as the Trustees may, from time to time,
determine. The Trust may establish and maintain such other offices and places
of business as the Trustees may, from time to time, determine.
<PAGE> 2
ARTICLE II

OFFICERS AND THEIR ELECTION

Officers

Section 1. The officers of the Trust shall be President, a
Treasurer, a Secretary, and such other officers as the Trustees may from time
to time elect. The Trustees may delegate to any officer or committee the power
to appoint any subordinate officers or agents. It shall not be necessary for
any Trustee or other officer to be a holder of Shares in the Trust.

Election of Officers

Section 2. The Treasurer and Secretary shall be chosen by the
Trustees. The President shall be chosen by and from the Trustees. Two or more
offices may be held by a single person except the offices of President and
Secretary. Subject to the provisions of Section 12 hereof, the President, the
Treasurer and the Secretary shall each hold office until their successors are
chosen and qualified and all other officers shall hold office at the pleasure
of the Trustees.
<PAGE> 3
Resignations

Section 3. Any officer of the Trust may resign,
notwithstanding Section 2 hereof, by filing a written resignation with the
President, the Trustees or the Secretary, which resignation shall take effect
on being so filed or at such time as may be therein specified.

ARTICLE III

POWERS AND DUTIES OF OFFICERS AND TRUSTEES

Management of The Trust-General

Section 1. The business and affairs of the Trust shall be
managed by, or under the direction of, the Trustees, and they shall have all
powers necessary and desirable to carry out their responsibilities, so far as
such powers are not inconsistent with the laws of the State of Delaware, the
Trust Instrument or with these Bylaws.

Executive and Other Committees

- 3 -
<PAGE> 4
Section 2. The Trustees may elect from their own number an
executive committee, which shall have any or all the powers of the Trustees
while the Trustees are not in session. The Trustees may also elect from their
own number other committees from time to time. The number composing such
committees and the powers conferred upon the same are to be determined by vote
of a majority of the Trustees. All members of such committees shall hold such
offices at the pleasure of the Trustees. The Trustees may abolish any such
committee at any time. Any committee to which the Trustees delegate any of
their powers or duties shall keep records of its meetings and shall report its
actions to the Trustees. The Trustees shall have power to rescind any action
of any committee, but no such rescission shall have retroactive effect.

Compensation

Section 3. Each Trustee and each committee member may receive
such compensation for his services and reimbursement for his expenses as may be
fixed from time to time by resolution of the Trustees.

Chairman of the Trustees

- 4 -
<PAGE> 5
Section 4. The Trustees shall appoint from among their number
a Chairman who shall serve as such at the pleasure of the Trustees. When
present, he shall preside at all meetings of the Shareholders and the Trustees,
and he may, subject to the approval of the Trustees, appoint a Trustee to
preside at such meetings in his absence. He shall perform such other duties as
the Trustees may from time to time designate.

President

Section 5. The President shall be the chief executive officer
of the Trust and, subject to the direction of the Trustees, shall have general
administration of the business and policies of the Trust. Except as the
Trustees may otherwise order, the President shall have the power to grant,
issue, execute or sign such powers of attorney, proxies, agreements or other
documents as may be deemed advisable or necessary in the furtherance of the
interests of the Trust or any Series thereof. He shall also have the power to
employ attorneys, accountants and other advisers and agents and counsel for the
Trust. The President shall perform such duties additional to all of the
foregoing as the Trustees may from time to designate.

- 5 -
<PAGE> 6
Treasurer

Section 6. The Treasurer shall be the principal financial and
accounting officer of the Trust. He shall deliver all funds and securities of
the Trust which may come into his hands to such company as the Trustees shall
employ as Custodian in accordance with the Trust Instrument and applicable
provisions of law. He shall make annual reports regarding the business and
condition of the Trust, which reports shall be preserved in Trust records, and
he shall furnish such other reports regarding the business and condition of the
Trust as the Trustees may from time to time require. The Treasurer shall
perform such additional duties as the Trustees may from time to time designate.

Secretary

Section 7. The Secretary shall record in books kept for the
purpose all votes and proceedings of the Trustees and the Shareholders at their
respective meetings. He shall have the custody of the seal of the Trust. The
Secretary shall perform such additional duties as the Trustees may from time to
time designate.

- 6 -
<PAGE> 7
Vice President

Section 8. Any Vice President of the Trust shall perform such
duties as the Trustees or the President may from time to time designate. At
the request or in the absence or disability of the President, the Vice
President (or, if there are two or more Vice Presidents, then the senior of the
Vice Presidents present and able to act) may perform all the duties of the
President and, when so acting, shall have all the powers of and be subject to
all the restrictions upon the President.

Assistant Treasurer

Section 8. Any Assistant Treasurer of the Trust shall perform
such duties as the Trustees or the Treasurer may from time to time designate,
and, in the absence of the Treasurer, the senior Assistant Treasurer, present
and able to act, may perform all the duties of the Treasurer.

Assistant Secretary

- 7 -
<PAGE> 8
Section 9. Any Assistant Secretary of the Trust shall perform
such duties as the Trustees or the Secretary may from time to time designate,
and, in the absence of the Secretary, the senior Assistant Secretary, present
and able to act, may perform all the duties of the Secretary.

Subordinate Officers

Section 10. The Trustees from time to time may appoint such
other officers or agents as they may deem advisable, each of whom shall have
such title, hold office for such period, have such authority and perform such
duties as the Trustees may determine. The Trustees from time to time may
delegate to one or more officers or committees of Trustees the power to appoint
any such subordinate officers or agents and to prescribe their respective terms
of office, authorities and duties.

- 8 -
<PAGE> 9
Surety Bonds

Section 11. The Trustees may require any officer or agent of
the Trust to execute a bond (including, without limitation, any bond required
by the Investment Company Act of 1940, as amended ("the 1940 Act") and the
rules and regulations of the Securities and Exchange Commission ("Commission"))
to the Trust in such sum and with such surety or sureties as the Trustees may
determine, conditioned upon the faithful performance of his duties to the Trust
including responsibility for negligence and for the accounting of any of the
Trust's property, funds or securities that may come into his hands.

Removal

Section 12. Any officer may be removed from office whenever
in the judgment of the Trustees the best interest of the Trust will be served
thereby, by the vote of a majority of the Trustees given at any regular meeting
or any special meeting of the Trustees. In addition, any officer or agent
appointed in accordance with the provisions of Section 10 hereof may be
removed,

- 9 -
<PAGE> 10
either with or without cause, by any officer upon whom such power of removal
shall have been conferred by the Trustees.

Remuneration

Section 13. The salaries or other compensation, if any, of
the officers of the Trust shall be fixed from time to time by resolution of the
Trustees.

ARTICLE IV

SHAREHOLDERS' MEETINGS

Special Meetings

Section 1. A special meeting of the shareholders shall be
called by the Secretary whenever (i) ordered by the Trustees or (ii) requested
in writing by the holder or holders of at least 10% of the Outstanding Shares
entitled to vote. If the Secretary, when so ordered or requested, refuses or
neglects for more than 30 days to call such special meeting, the Trustees or
the Shareholders so requesting, may, in the name of the Secretary, call the
meeting by giving notice thereof in the manner required when notice is given

- 10 -
<PAGE> 11
by the Secretary. If the meeting is a meeting of the Shareholders of one or
more Series or classes of Shares, but not a meeting of all Shareholders of the
Trust, then only special meetings of the Shareholders of such one or more
Series or any Classes thereof shall be entitled to notice of and to vote at
such meeting.

Notices

Section 2. Except as above provided, notices of any meeting
of the Shareholders shall be given by the Secretary by delivering or mailing,
postage prepaid, to each Shareholder entitled to vote at said meeting, written
or printed notification of such meeting at least fifteen days before the
meeting, to such address as may be registered with the Trust by the
Shareholder. Notice of any Shareholder meeting need not be given to any
Shareholder if a written waiver of notice, executed before or after such
meeting, is filed with the record of such meeting, or to any Shareholder who
shall attend such meeting in person or by proxy. Notice of adjournment of a
Shareholders' meeting to another time or place need not be given, if such time
and place are announced at the meeting and reasonable notice is given to
persons present at

- 11 -
<PAGE> 12
the meeting and the adjourned meeting is held within a reasonable time after
the date set for the original meeting.

Voting-Proxies

Section 3. Subject to the provisions of the Trust Instrument,
shareholders entitled to vote may vote either in person or by proxy, provided
that either (i) an instrument authorizing such proxy to act is executed by the
Shareholder in writing and dated not more than eleven months before the
meeting, unless this instrument specifically provides for a longer period or
(ii) the Trustees adopt by resolution an electronic, telephonic, computerized
or other alternative to execution of a written instrument authorizing the proxy
to act which authorization is received no more than eleven months before the
meeting. Proxies shall be delivered to the Secretary of the Trust or other
persons responsible for recording the proceedings before being voted. A proxy
with respect to Shares held in the name of two or more persons shall be valid
if executed by one of them unless at or prior to exercise of such proxy the
Trust receives specific written notice to the contrary from any one of them.
Unless otherwise specifically limited by their terms, proxies shall entitle the

- 12 -
<PAGE> 13
holder thereof to vote at any adjournment of a meeting. A proxy purporting to
be exercised by or on behalf of a Shareholder shall be deemed valid unless
challenged at or prior to its exercise and the burden in proving invalidity
shall rest on the challenger. At all meetings of the Shareholders, unless the
voting is conducted by inspectors, all questions relating to the qualifications
of voting, the validity of proxies, and the acceptance or rejection of votes
shall be decided by the Chairman of the meeting. Except as otherwise provided
herein or in the Trust Instrument, as these By-laws or such Trust Instrument
may be amended or supplemented from time to time, all matters relating to the
giving, voting or validity or proxies shall be governed by the General
Corporation Law of the State of Delaware relating to proxies, and judicial
interpretations thereunder, as if the Trust were a Delaware corporation and the
Shareholders were shareholders of a Delaware corporation.

Place of Meeting

Section 4. All special meetings of the Shareholders shall be
held at the principal place of business of the Trust or at

- 13 -
<PAGE> 14
such other place in the United States as the Trustees may designate.

Action Without a Meeting

Section 5. Any action to be taken by Shareholders may be
taken without a meeting if all shareholders entitled to vote on the matter
consent to the action in writing and the written consents are filed with the
records of meetings of Shareholders of the Trust. Such consent shall be
treated for all purposes as a vote at a meeting of the Trustees held at the
principal place of business of the Trust.

- 14 -
<PAGE> 15
ARTICLE V

TRUSTEES' MEETINGS

Special Meetings

Section 1. Special meetings of the Trustees may be called
orally or in writing by the Chairman of the Board of Trustees or any two other
Trustees.

Regular Meetings

Section 2. Regular meetings of the Trustees may be held at
such places and at such times as the Trustees may from time to time determine;
each Trustee present at such determination shall be deemed a party calling the
meeting and no call or notice will be required to such Trustee provided that
any Trustee who is absent when such determination is made shall be given notice
of the determination by the Chairman or any two other Trustees, as provided for
in Section 4.04 of the Trust Instrument.

Quorum

- 15 -
<PAGE> 16
Section 3. A majority of the Trustees shall constitute a
quorum for the transaction of business and an action of a majority of the
quorum shall constitute action of the Trustees.

Notice

Section 4. Except as otherwise provided, notice of any
special meeting of the Trustees shall be given by the party calling the meeting
to each Trustee, as provided for in Section 4.04 of the Trust Instrument. A
written notice may be mailed, postage prepaid, addressed to him at his address
as registered on the books of the Trust or if not so registered, at his last
known address.

Place Of Meeting

Section 5. All special meetings of the Trustees shall be held
at the principal place of business of the Trust or such other place as the
Trustees may designate. Any meeting may adjourn to any place.

Special Action

- 16 -
<PAGE> 17
Section 6. When all the Trustees shall be present at any
meeting, however called or wherever held, or shall assent to the holding of the
meeting without notice, or shall sign a written assent thereto filed with the
record of such meeting, the acts of such meeting shall be valid as if such
meeting had been regularly held.

Action By Consent

Section 7. Any action by the Trustees may be taken without a
meeting if a written consent thereto is signed by all the Trustees and filed
with the records of the Trustees' meeting. Such consent shall be treated, for
all purposes, as a vote at a meeting of the Trustees held at the principal
place of business of the Trustees.

Participation in Meetings By Conference Telephone

Section 8. Trustees may participate in a meeting of Trustees
by conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation shall

- 17 -
<PAGE> 18
constitute presence in person at such meeting. Any meeting conducted by
telephone shall be deemed to take place at and from the principal office of the
Trust.

ARTICLE VI

SHARES OF BENEFICIAL INTEREST

Beneficial Interest

Section 1. The beneficial interest in the Trust shall at all
times be divided into such transferable Shares of one or more separate and
distinct Series, or classes thereof, as the Trustees shall from time to time
create and establish. The number of Shares is unlimited, and each Share of
each Series or class thereof shall be without par value and shall represent an
equal proportionate interest with each other Share in the Series, none having
priority or preference over another, except to the extent that such priorities
or preferences are established with respect to one or more classes of shares
consistent with applicable law and any rule or order to the Commission.

Transfer of Shares

- 18 -
<PAGE> 19
Section 2. The Shares of the Trust shall be transferable, so
as to affect the rights of the Trust, only by transfer recorded on the books of
the Trust, in person or by attorney.

Equitable Interest Not Recognized

Section 3. The Trust shall be entitled to treat the holder of
record of any Share or Shares of beneficial interest as the holder in fact
thereof, and shall not be bound to recognize any equitable or other claim or
interest in such Share or Shares on the part of any other person except as may
be otherwise expressly provided by law.

Share Certificate

Section 4. No certificates certifying the ownership of Shares
shall be issued except as the Trustees may otherwise authorize. The Trustees
may issue certificates to a Shareholder of any Series or class thereof for any
purpose and the issuance of a certificate to one or more Shareholders shall not
require the

- 19 -
<PAGE> 20
issuance of certificates generally. In the event that the Trustees authorize
the issuance of Share certificates, such certificate shall be in the form
prescribed from time to time by the Trustees and shall be signed by the
President or a Vice President and by the Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary. Such signatures may be facsimiles if the
certificate is signed by a transfer or shareholder services agent or by a
registrar, other than a Trustee, officer or employee of the Trust. In case any
officer who has signed or whose facsimile signature has been placed on such
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Trust with the same effect as if he or she were
such officer at the time of its issue.

In lieu of issuing certificates for Shares, the Trustees or
the transfer or shareholder services agent may either issue receipts therefor
or may keep accounts upon the books of the Trust for the record holders of such
Shares, who shall in either case be deemed, for all purposes hereunder, to be
holders of certificates for such Shares as if they had accepted such
certificates and shall be held to have expressly assented and agreed to the
terms hereof.

- 20 -
<PAGE> 21
Loss of Certificate

Section 5. In the case of the alleged loss or destruction or
the mutilation of a Share certificate, a duplicate certificate may be issued in
place thereof, upon such terms as the Trustees may prescribe.

Discontinuance of Issuance of Certificates

Section 6. The Trustees may at any time discontinue the
issuance of Share certificates and may, by written notice to each Shareholder,
require the surrender of Share certificates to the Trust for cancellation.
Such surrender and cancellation shall not affect the ownership of Shares in the
Trust.

ARTICLE VII

OWNERSHIP OF ASSETS OF THE TRUST

The Trustees, acting for and on behalf of the Trust, shall be
deemed to hold legal and beneficial ownership of any income earned on
securities held by the Trust issued by any business entity formed, organized or
existing under the laws of any

- 21 -
<PAGE> 22
jurisdiction other than a state, commonwealth, possession or colony of the
United States or the laws of the United States.

ARTICLE VIII

INSPECTION OF BOOKS

The Trustees shall from time to time determine whether and to
what extent, and at what times and places, and under what conditions and
regulations the accounts and books of the Trust or any of them shall be open to
the inspection of the Shareholders; and no Shareholder shall have any right to
inspect any account or book or document of the Trust except as conferred by law
or otherwise by the Trustees or by resolution of the Shareholders.

ARTICLE IX

INSURANCE OF OFFICERS, TRUSTEES, AND EMPLOYEES

The Trust may purchase and maintain insurance on behalf of any
Covered Person or employee of the Trust, including any Covered Person or
employee of the Trust who is or was serving at the request of the Trust as a
Trustee, officer or employee of a corporation, partnership, joint venture,
trust or other enterprise

- 22 -
<PAGE> 23
against any liability asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or not the Trustees
would have the power to indemnify him against such liability.

The Trust may not acquire or obtain a contract for insurance
that protects or purports to protect any Trustee or officer of the Trust
against any liability to the Trust or its Shareholder to which he would
otherwise be subject by reason or willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office.

ARTICLE X

SEAL

The seal of the Trust shall be circular in form bearing the
inscription:

"INTRUST FUNDS TRUST

THE STATE OF DELAWARE"

- 23 -
<PAGE> 24
The form of the seal shall be subject to alternation by the
Trustees and the seal my be used by causing it or a facsimile to be impressed
or affixed or printed or otherwise reproduced.

Any officer or Trustee of the trust shall have authority to
affix the seal of the Trust to any document, instrument or other paper executed
and delivered by or on behalf of the Trust; however, unless otherwise required
by the Trustees, the seal shall not be necessary to be placed on and its
absence shall not impair the validity of any document, instrument, or other
paper executed by or on behalf of the Trust.

ARTICLE XI

FISCAL YEAR

The fiscal year of the Trust shall end on such date as the
Trustees shall from time to time determine.

ARTICLE XII

AMENDMENTS

- 24 -
<PAGE> 25
These Bylaws may be amended at any meeting of the Trustees of
the Trust by a majority vote.

ARTICLE XIII

REPORT TO SHAREHOLDERS

The Trustees shall at least semi-annually submit to the
Shareholders a written financial report of the Trust including financial
statements which shall be certified at least annually by independent public
accountants.

XIV

HEADINGS

Headings are placed in these Bylaws for convenience of
reference only and in case of any conflict, the text of these Bylaws rather
than the headings shall control.

- 25 -

<PAGE> 1
EXHIBIT 5a

MASTER INVESTMENT ADVISORY CONTRACT

INTRUST FUNDS TRUST
3435 STELZER ROAD
COLUMBUS, OHIO 43219

November 25, 1996

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

Dear Sirs or Madams:

This will confirm the agreement between INTRUST FUNDS Trust (the
"Trust") and INTRUST Bank, N.A. (the "Adviser") as follows:

1. DEFINITIONS AND DELIVERY OF DOCUMENTS. The Trust has been
organized as a business trust under the laws of the State of Delaware and is an
open-end management investment company. The Trust's shares of beneficial
interest may be classified into series in which each series represents the
entire undivided interests of a separate portfolio of assets. For all purposes
of this Contract, a "Fund" shall mean a separate portfolio of assets of the
Trust with respect to which the Trust has entered into an Investment Advisory
Contract Supplement, and a "Series" shall mean the series of shares of
beneficial interest representing undivided interests in a Fund. All references
herein to this Contract shall be deemed to be references to this Contract as it
may from time to time be supplemented by Investment Advisory Contract
Supplements. The Trust engages in the business of investing and reinvesting
the assets of each Fund in the manner and in accordance with the investment
objective and restrictions specified in the Trust's Certificate of Trust, dated
January 26, 1996 (the "Certificate of Trust"), and the Prospectus or
Prospectuses (the "Prospectus") relating to the Trust and the Funds included in
the Trust's Registration Statement, as amended from time to time (the
"Registration Statement"), filed by the Trust under the Investment Company Act
of 1940 (the "1940 Act") and the Securities Act of 1933 (the "1933 Act").

1
<PAGE> 2
Copies of the documents referred to in the preceding sentence have been
furnished to the Adviser. Any amendments to those documents shall be furnished
to the Adviser promptly.

2. INVESTMENT ADVISORY AND MANAGEMENT SERVICES. (a) The
Adviser shall provide to the Trust investment guidance and policy direction in
connection with the management of the portfolio of each Fund, including oral
and written research, analysis, advice, statistical and economic data and
information and judgments, of both a macroeconomic and microeconomic character,
concerning, among other things, interest rate trends, portfolio composition,
credit conditions of both a general and special nature and the average
maturity of the portfolio of each Fund.

(b) The Adviser shall also provide to the Trust's
officers administrative assistance in connection with the operation of the
Trust and each of the Funds. Administrative services provided by the Adviser
shall include (i) data processing, clerical and bookkeeping services required
in connection with maintaining the financial accounts and records for the Trust
and each of the Funds, (ii) the compilation of statistical and research data
required for the preparation of periodic reports and statements of each of the
Funds which are distributed to the Trust's officers and Board of Trustees,
(iii) the compilation of information required in connection with the Trust's
filings with the Securities and Exchange Commission and (iv) such other
services as the Adviser shall from time to time determine, upon consultation
with the Administrator, to be necessary or useful to the administration of the
Trust and each of the Funds.

(c) As a manager of the assets of each Fund, the
Adviser shall make investments for the account of each Fund in accordance with
the Adviser's best judgment and within the investment objectives and
restrictions of each such Fund set forth in the Trust's Declaration of Trust,
the Prospectus of each such Fund, the 1940 Act and the provisions of the
Internal Revenue Code relating to regulated investment companies, subject to
policy decisions adopted by the Trust's Board of Trustees. The Adviser shall
advise the Trust's Officers and Board of Trustees, at such times as the Board
of Trustees may specify, of investments made for each of the Funds and shall,
when requested by the Trust's officers or Board of Trustees, supply the reasons
for making particular investments.

(d) The Adviser, subject to and in accordance with any
directions which the Trust's Board of Trustees may issue from time to time,
shall place, in the name of the Funds, orders for the execution of the Fund's
securities transactions. When placing such orders the Adviser shall generally
seek to obtain the best net price and execution for the Funds, but this
requirement shall not be deemed to obligate the Adviser to place any order
solely on the basis of obtaining the lowest commission rate or spread if the
other standards set forth below have been satisfied. The parties recognize that
there are likely to be many cases in which different brokers or dealers are
equally able to provide such best price and execution and that, in selecting
among such brokers or dealers with respect to particular trades, it is
desirable to choose those brokers or dealers who furnish research, statistics,
quotations and other information to the Funds and the Adviser in accordance
with the standards set forth below. Moreover, to the extent that it continues
to be lawful to do so and so long as the Board of Trustees determines that the
Funds will benefit, directly or indirectly, by doing so, the Adviser may place
orders with a broker who charges a commission for that transaction which is in
excess of the amount of commission that another broker would have charged for
effecting that transaction, provided that the excess commission is reasonable
in relation to the value of "brokerage and research services" (as defined in
Section 28(e)(3) of the Securities Exchange Act of 1934) provided by that
broker.

<PAGE> 3
Accordingly, the Trust and the Adviser agree that the Adviser shall
select brokers for the execution of the Funds' transactions from among those
brokers and dealers who provide quotations and other services to the Funds,
specifically including the quotations necessary to determine the Funds' net
assets, in such amount of total brokerage as may reasonably be required in
light of such services; and those brokers and dealers who supply research,
statistical and other data to the Adviser or its affiliates which the Adviser
or its affiliates may lawfully and appropriately use in their investment
advisory capacities, which relate directly to securities, actual or potential,
of the Funds, or which place the Adviser in a better position to make decisions
in connection with the management of the Funds' assets and securities, whether
or not such data may also be useful to the Adviser and its affiliates in
managing other portfolios or advising other clients, in such amount of total
brokerage as may reasonably be required.

(e) The Adviser shall render regular reports to the
Trust, not more frequently than quarterly, of how much total business for the
Funds' portfolio transactions has been placed by the Adviser with brokers or
dealers falling into each of the categories referred to above and the manner in
which the allocation has been accomplished.

(f) The Adviser agrees that no investment decision
will be made or influenced by a desire to direct portfolio transactions for
allocation in accordance with the foregoing, and that the right to make such
allocation shall not interfere with the Adviser's paramount duty to obtain the
best net price and execution for the Funds.

(g) The Adviser shall furnish to the Board of Trustees
periodic reports on the investment performance of each Fund and on the
performance of its obligations under this Contract and shall supply such
additional reports and information as the Trust's officers or Board of Trustees
shall reasonably request.

3. EXPENSES. (a) The Adviser shall, at its expense, (i)
employ or associate with itself such persons as it believes appropriate to
assist in performing its obligations under this Contract and (ii) provide all
advisory services, equipment, facilities and personal necessary to perform its
obligations under this Contract.

The Trust shall be responsible for all of its expenses and
liabilities, including compensation of its Trustees who are not affiliated with
the Administrator or the Adviser or any of their affiliates; taxes and
governmental fees; interest charges; fees and expenses of the Trust's
independent accountants and legal counsel; trade association membership dues;
fees and expenses of any custodian (including for keeping books and accounts
and calculating the net asset value of shares of each Series, transfer agent,
registrar and dividend disbursing agent of the Trust; expenses of issuing,
selling, redeeming, registering and qualifying for sale the Trust's shares of
beneficial interest; expenses of preparing and printing share

3
<PAGE> 4
certificates, prospectuses, shareholders' reports, notices, proxy statements
and reports to regulatory agencies; the cost of office supplies; travel
expenses of all officers, trustees and employees; insurance premiums;
brokerage and other expenses of executing portfolio transactions; expenses of
shareholders' meetings; organizational expenses; and extraordinary expenses).

4. LIMITATION OF LIABILITY OF ADVISER. The Adviser shall give
the Trust the benefit of the Adviser's best judgment and efforts in rendering
services under this Contract. As an inducement to the Adviser's undertaking to
render these services, the Trust agrees that the Adviser shall not be liable
under this Contract for any mistake in judgment or in any other event
whatsoever except for lack of good faith, provided that nothing in this
Contract shall be deemed to protect or purport to protect the Adviser against
any liability to the Trust or its shareholders to which the Adviser would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Adviser's duties under this Contract or by
reason of the Adviser's reckless disregard of its obligations and duties
hereunder.

5. COMPENSATION OF THE ADVISER. In consideration of the
services to be rendered, facilities furnished and expenses paid or assumed by
the Adviser under this Contract, the Trust shall pay the Adviser a fee with
respect to each Fund in accordance with the applicable Investment Advisory
Contract Supplement. Fees under this Contract will begin to accrue on the
first day of a Fund's operations.

If the fees payable to the Adviser pursuant to this paragraph 5 and
the applicable Investment Advisory Contract Supplement begin to accrue before
the end of any month or if this Contract terminates before the end of any
month, the fees for the period from that date to the end of that month or from
the beginning of that month to the date of termination, as the case may be,
shall be prorated according to the proportion which the period bears to the
full month in which the effectiveness or termination occurs. For purposes of
calculating the monthly fees, the value of the net assets of each Fund shall be
computed in the manner specified in the Prospectus for the computation of net
asset value. For purposes of this Contract, "business day" means each weekday
except those holidays on which the Federal Reserve Bank of New York, the New
York Stock Exchange (the "Exchange") or the Adviser are closed. Currently,
those holidays include: New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Columbus Day, Veterans' Day, Thanksgiving and Christmas.

6. DURATION AND TERMINATION OF THIS CONTRACT. This Contract
and any Investment Advisory Contract Supplement, shall become effective with
respect to a Fund on the date specified in the Supplement and shall thereafter
continue in effect provided, that this Contract shall continue in effect with
respect to a Fund for a period of more than two years from such date specified
in the Supplement only so long as the continuance is specifically approved at
least annually (a) by the vote of a majority of the outstanding voting
securities of that Fund (as defined in the 1940 Act) or by the Trust's Board of
Trustees and (b) by the vote, cast in person at a meeting called for the
purpose, of a majority of the Trust's Trustees who are not parties to this
Contract or "interested persons" (as defined in the 1940 Act) of any such
party. This Contract may be terminated with respect to a Fund at any time,
without the payment of any penalty, by a vote of a majority of the outstanding
voting securities of that Fund (as defined in the 1940 Act) or by a vote of a
majority of the Trust's Board of Trustees on 60 days' written notice to the
Adviser or by the Adviser on 60 days' written notice to the Trust. If this
Contract is terminated with respect to any Fund, it shall nonetheless remain in
effect with respect to any remaining Funds. This Contract shall terminate
automatically in the event of its assignment (as defined in the 1940 Act).

<PAGE> 5
7. AMENDMENT OF THIS CONTRACT. No provision of this Contract
may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought, and no amendment, transfer,
assignment, sale, hypothecation or pledge of this Contract shall be effective
until approved by (a) the vote, cast in person at a meeting called for the
purpose, of a majority of the Trustees who are not parties to this Contract or
"interested persons" (as defined in the 1940 Act) of any such party, and (b)
with respect to any Fund affected by such change, waiver, discharge or
termination, by the vote of a majority of the outstanding voting securities of
the Series relating to such Fund, provided that no approval shall be required
pursuant to this clause (b) in respect of an Investment Advisory Contract
Supplement entered into to add a Fund to those covered by this Contract (or any
amendment or termination of such Supplement) by the holders of the outstanding
voting securities of any Series other than that of such Fund.

8. OTHER ACTIVITIES OF THE ADVISER. Except to the extent
necessary to perform the Adviser's obligations under this Contract, nothing
herein shall be deemed to limit or restrict the right of the Adviser, or any
affiliate of the Adviser, or any employee of the Adviser, to engage in any
other business or to devote time and attention to the management or other
aspects of any other business, whether of a similar or dissimilar nature, or to
render services of any kind to any other corporation, firm, individual or
association.

9. MISCELLANEOUS. The captions in this Contract are included
for convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Contract may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. The Declaration of the Trust has been filed with
the Secretary of State of the State of Delaware. The obligations of the Trust
are not personally binding upon, nor shall resort be had to the private
property of, any of the Trustees, shareholders, officers, employees or agents
of the Trust, but only the Trust's property shall be bound.

The Trust recognizes that from time to time directors, officers and
employees of the Adviser may serve as trustees, directors, officers and
employees of other business trusts and corporations (including other investment
companies) and that such other entities may include the names "INTRUST " as
part of their name, and that the Adviser or its affiliates may enter into
investment advisory or other agreements with such other entities. If the
Adviser ceases to act as investment adviser to the Trust and its Funds, the
Trust agrees that, upon the instruction of the Adviser, the Trust will take all
necessary action to change the names of the Trust and the Funds to names not
including "INTRUST " in any form or combination of words.

5
<PAGE> 6
If the foregoing correctly sets forth the agreement between the
Trust and the Adviser please so indicate by signing and returning to the Trust
the enclosed copy hereof.

Very truly yours,

INTRUST FUNDS TRUST

By:
---------------------
Title:

ACCEPTED:

INTRUST BANK, N.A.

By:
---------------------
Title:

<PAGE> 7

KANSAS TAX EXEMPT BOND FUND

INTRUST FUNDS TRUST
3435 STELZER ROAD
COLUMBUS, OHIO 43219

November 25, 1996

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

Investment Advisory Contract Supplement

Dear Sirs or Madams:

This will confirm the agreement between INTRUST Funds Trust (the
"Trust") and INTRUST Bank, N.A. (the "Adviser") as follows:

Kansas Tax Exempt Bond Fund (the "Fund") is a portfolio of the
Trust which has been organized as a business trust under the laws of the State
of Delaware and is an open-end management investment company. The Trust and
the Adviser have entered into a Master Investment Advisory Contract, dated
November 25, 1996 (as from time to time amended and supplemented, the "Master
Advisory Contract"), pursuant to which the Adviser has undertaken to provide or
make provision for the Trust for certain investment advisory and management
services identified therein and to provide certain other services, as more
fully set forth therein. Certain capitalized terms used without definition in
this Investment Advisory Contract Supplement have the meaning specified in the
Master Advisory Contract.

The Trust agrees with the Adviser as follows:

1. ADOPTION OF MASTER ADVISORY CONTRACT. The Master Advisory
Contract is hereby adopted for the Fund. The Fund shall be one of the "Funds"
referred to in the Master Advisory Contract.

1
<PAGE> 8

2. PAYMENT OF FEES. For all services to be rendered,
facilities furnished and expenses paid or assumed by the Adviser as provided in
the Master Advisory Contract and herein, the Fund shall pay a monthly fee on
the first business day of each month, based upon the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Fund during the
preceding month, at the annual rate of 0.30%.

If the foregoing correctly sets forth the agreement between the
Trust and the Adviser, please so indicate by signing and returning to the Trust
the enclosed copy hereof.

Very truly yours,

KANSAS TAX EXEMPT BOND FUND,
INTRUST FUNDS Trust

By:
---------------------
Title:

The foregoing Contract
is hereby agreed to as of
the date hereof:

INTRUST BANK, N.A.

By:
---------------------
Title:

<PAGE> 9

CASH RESERVE MONEY MARKET FUND

INTRUST FUNDS TRUST
3435 STELZER ROAD
COLUMBUS, OHIO 43219

November 25, 1996

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

Investment Advisory Contract Supplement

Dear Sirs or Madams:

This will confirm the agreement between INTRUST FUNDS Trust (the
"Trust") and INTRUST Bank, N.A. (the "Adviser") as follows:

Cash Reserve Money Market Fund (the "Fund") is a portfolio of the
Trust which has been organized as a business trust under the laws of the State
of Delaware and is an open-end management investment company. The Trust and
the Adviser have entered into a Master Investment Advisory Contract, dated
November 25, 1996 (as from time to time amended and supplemented, the "Master
Advisory Contract"), pursuant to which the Adviser has undertaken to provide or
make provision for the Trust for certain investment advisory and management
services identified therein and to provide certain other services, as more
fully set forth therein. Certain capitalized terms used without definition in
this Investment Advisory Contract Supplement have the meaning specified in the
Master Advisory Contract.

The Trust agrees with the Adviser as follows:

1. ADOPTION OF MASTER ADVISORY CONTRACT. The Master Advisory
Contract is hereby adopted for the Fund. The Fund shall be one of the "Funds"
referred to in the Master Advisory Contract.

1
<PAGE> 10

If the foregoing correctly sets forth the agreement between the
Trust and the Adviser, please so indicate by signing and returning to the Trust
the enclosed copy hereof.

Very truly yours,

CASH RESERVE MONEY MARKET FUND,
INTRUST FUNDS Trust

By:
---------------------
Title:

The foregoing Contract
is hereby agreed to as of
the date hereof:

INTRUST BANK, N.A.

By:
---------------------
Title:

<PAGE> 11

SHORT TERM HIGH QUALITY FUND

INTRUST FUNDS TRUST
3435 STELZER ROAD
COLUMBUS, OHIO 43219

November 25, 1996

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

Investment Advisory Contract Supplement

Dear Sirs or Madams:

This will confirm the agreement between INTRUST Funds Trust (the
"Trust") and INTRUST Bank, N.A. (the "Adviser") as follows:

Short Term High Quality Fund (the "Fund") is a portfolio of the
Trust which has been organized as a business trust under the laws of the State
of Delaware and is an open-end management investment company. The Trust and
the Adviser have entered into a Master Investment Advisory Contract, dated
November 25, 1996 (as from time to time amended and supplemented, the "Master
Advisory Contract"), pursuant to which the Adviser has undertaken to provide or
make provision for the Trust for certain investment advisory and management
services identified therein and to provide certain other services, as more
fully set forth therein. Certain capitalized terms used without definition in
this Investment Advisory Contract Supplement have the meaning specified in the
Master Advisory Contract.

The Trust agrees with the Adviser as follows:

1. ADOPTION OF MASTER ADVISORY CONTRACT. The Master Advisory
Contract is hereby adopted for the Fund. The Fund shall be one of the "Funds"
referred to in the Master Advisory Contract.

1
<PAGE> 12

If the foregoing correctly sets forth the agreement between the
Trust and the Adviser, please so indicate by signing and returning to the Trust
the enclosed copy hereof.

Very truly yours,

SHORT TERM HIGH QUALITY FUND,
INTRUST FUNDS Trust

By:
---------------------
Title:

The foregoing Contract
is hereby agreed to as of
the date hereof:

INTRUST BANK, N.A.

By:
---------------------
Title:

<PAGE> 13

INTERMEDIATE BOND INCOME FUND

INTRUST FUNDS TRUST
3435 STELZER ROAD
COLUMBUS, OHIO 43219

November 25, 1996

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

Investment Advisory Contract Supplement

Dear Sirs or Madams:

This will confirm the agreement between INTRUST FUNDS Trust (the
"Trust") and INTRUST Bank, N.A. (the "Adviser") as follows:

Intermediate Bond Income Fund (the "Fund") is a portfolio of the
Trust which has been organized as a business trust under the laws of the State
of Delaware and is an open-end management investment company. The Trust and
the Adviser have entered into a Master Investment Advisory Contract, dated
November 25, 1996 (as from time to time amended and supplemented, the "Master
Advisory Contract"), pursuant to which the Adviser has undertaken to provide or
make provision for the Trust for certain investment advisory and management
services identified therein and to provide certain other services, as more
fully set forth therein. Certain capitalized terms used without definition in
this Investment Advisory Contract Supplement have the meaning specified in the
Master Advisory Contract.

The Trust agrees with the Adviser as follows:

1. ADOPTION OF MASTER ADVISORY CONTRACT. The Master Advisory
Contract is hereby adopted for the Fund. The Fund shall be one of the "Funds"
referred to in the Master Advisory Contract.

1
<PAGE> 14

If the foregoing correctly sets forth the agreement between the
Trust and the Adviser, please so indicate by signing and returning to the Trust
the enclosed copy hereof.

Very truly yours,

INTERMEDIATE BOND INCOME FUND,
INTRUST FUNDS Trust

By:
---------------------
Title:

The foregoing Contract
is hereby agreed to as of
the date hereof:

INTRUST BANK, N.A.

By:
---------------------
Title:

<PAGE> 15

STOCK APPRECIATION FUND

INTRUST FUNDS TRUST
3435 STELZER ROAD
COLUMBUS, OHIO 43219

November 25, 1996

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

Investment Advisory Contract Supplement

Dear Sirs or Madams:

This will confirm the agreement between INTRUST Funds Trust (the
"Trust") and INTRUST Bank, N.A. (the "Adviser") as follows:

Stock Appreciation Fund (the "Fund") is a portfolio of the Trust
which has been organized as a business trust under the laws of the State of
Delaware and is an open-end management investment company. The Trust and the
Adviser have entered into a Master Investment Advisory Contract, dated November
25, 1996 (as from time to time amended and supplemented, the "Master Advisory
Contract"), pursuant to which the Adviser has undertaken to provide or make
provision for the Trust for certain investment advisory and management services
identified therein and to provide certain other services, as more fully set
forth therein. Certain capitalized terms used without definition in this
Investment Advisory Contract Supplement have the meaning specified in the
Master Advisory Contract.

The Trust agrees with the Adviser as follows:

1
<PAGE> 16

1. ADOPTION OF MASTER ADVISORY CONTRACT. The Master Advisory
Contract is hereby adopted for the Fund. The Fund shall be one of the "Funds"
referred to in the Master Advisory Contract.

If the foregoing correctly sets forth the agreement between the
Trust and the Adviser, please so indicate by signing and returning to the Trust
the enclosed copy hereof.

Very truly yours,

STOCK APPRECIATION FUND,
INTRUST FUNDS Trust

By:
---------------------
Title:

The foregoing Contract
is hereby agreed to as of
the date hereof:

INTRUST BANK, N.A.

By:
---------------------
Title:

<PAGE> 17

INTERNATIONAL MULTI-MANAGER FUND

INTRUST FUNDS TRUST
3435 STELZER ROAD
COLUMBUS, OHIO 43219

November 25, 1996

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

Investment Advisory Contract Supplement

Dear Sirs or Madams:

This will confirm the agreement between INTRUST FUNDS Trust (the
"Trust") and INTRUST Bank, N.A. (the "Adviser") as follows:

International Multi-Manager Fund (the "Fund") is a portfolio of the
Trust which has been organized as a business trust under the laws of the State
of Delaware and is an open-end management investment company. The Trust and
the Adviser have entered into a Master Investment Advisory Contract, dated
November 25, 1996 (as from time to time amended and supplemented, the "Master
Advisory Contract"), pursuant to which the Adviser has undertaken to provide or
make provision for the Trust for certain investment advisory and management
services identified therein and to provide certain other services, as more
fully set forth therein. Certain capitalized terms used without definition in
this Investment Advisory Contract Supplement have the meaning specified in the
Master Advisory Contract.

The Trust agrees with the Adviser as follows:

1. ADOPTION OF MASTER ADVISORY CONTRACT. The Master Advisory
Contract is hereby adopted for the Fund. The Fund shall be one of the "Funds"
referred to in the Master Advisory Contract.

1
<PAGE> 18

If the foregoing correctly sets forth the agreement between the
Trust and the Adviser, please so indicate by signing and returning to the Trust
the enclosed copy hereof.

Very truly yours,

INTERNATIONAL MULTI-MANAGER FUND,
INTRUST FUNDS Trust

By:
---------------------
Title:

The foregoing Contract
is hereby agreed to as of
the date hereof:

INTRUST BANK, N.A.

By:
---------------------
Title:

<PAGE> 1
EXHIBIT 5.b

CASH RESERVE MONEY MARKET FUND

SUB-ADVISORY CONTRACT

November 25, 1996

AMR Investment Services, Inc.
4333 Amon Carter Boulevard
Mail Drop 5645
Fort Worth, Texas 76155

Dear Sirs:

The Cash Reserve Money Market Fund (the "Fund") is one of the
investment portfolios of INTRUST Funds Trust (the "Trust"), an open-end
management investment company, which was organized as a business trust under
the laws of the State of Delaware. The Trust's shares of beneficial interest
may be classified into series in which each series represents the entire
undivided interests of a separate portfolio of assets. This Sub-Advisory
Contract regards certain services to be provided in connection with the
management of the Fund, on whose behalf INTRUST Bank, N.A. ("the Adviser")
enters into this Contract.

The Trustees of the Trust have selected the Adviser to provide
overall investment advice and management for the Fund and to provide certain
other services, under the terms and conditions provided in the Advisory
Contract between the Trust and the Adviser (the "Advisory Contract"). The
Adviser and the Trustees have selected AMR Investment Services, Inc. (the
"Sub-Adviser") to provide the Adviser and the Fund with the advice and services
set forth below and the Sub-Adviser is willing to provide the Adviser and the
Fund with the advice and services, subject to the review of the Trustees and
overall supervision of the Adviser, under the terms and conditions hereinafter
set forth. Accordingly, the Adviser agrees with the Sub-Adviser as follows:

1. DEFINITIONS AND DELIVERY OF DOCUMENTS. All
references herein to this Contract shall be deemed to be references to this
Contract as it may from time to time be amended. The Trust engages in the
business of investing and reinvesting the assets of the Fund in the manner and
in accordance with the investment objective and restrictions specified in the
Trust's declaration of Trust, dated January 26, 1996 (the "Declaration of
Trust"), and the currently effective Prospectus (the "Prospectus") relating to
the Fund included in the Trust's Registration Statement, as amended from time
to time (the "Registration Statement"), filed by the Trust under the Investment
Company Act of 1940 (the "1940 Act") and the Securities Act of 1933 (the "1933
Act"). Copies of the documents referred to in the preceding sentence have been
furnished to the Sub-Adviser. Any amendments to those documents shall be
furnished to the Sub-Adviser promptly.
<PAGE> 2
2. REPRESENTATIONS. The Sub-Adviser is registered with
the Securities and Exchange Commission (the "SEC") as an investment adviser
pursuant to Section 203 of the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), and agrees to maintain such registration during the term of
this agreement.

3. SUB-ADVISORY SERVICES.

(i) The Sub-Adviser shall act as sub-adviser
under the terms of this Contract and will use its best efforts to provide to
the Fund a continuing and suitable investment program consistent with the
investment policies, objectives and restrictions of the Fund, as set forth in
the Trust's Declaration of Trust, the Registration Statement, the applicable
law and provisions of the Internal Revenue Code of 1986, as amended, relating
to regulated investment companies, subject to policy decisions adopted by the
Trust's Board of Trustees, and will take any such actions as it may in its
opinion deem necessary or desirable for or incidental to any such purposes.

(ii) The Sub-Adviser will also, at its own
expense:

(a) furnish the Trust and the Adviser
with advice and recommendations, consistent with the
investment policies, objectives and restrictions of
the Fund;

(b) subject to such consultation as the
Adviser may request for a written response, determine
which Investments of the Fund should be purchased,
held or disposed of and what portion of such Assets,
if any, should be held in cash or cash equivalents,
and the rationale for those determinations;

(c) furnish the Adviser with a monthly
commentary and a quarterly report concerning market
overview, performance analysis and trading activity;

(d) subject to the supervision of the
Adviser, maintain and preserve certain records
including this Sub-Advisory Contract and any research
provided to the Adviser. The Sub-Adviser agrees that
such Trust records are the property of the Trust and
that such Trust records or copies thereof will be
surrendered to the Trust promptly upon request
therefor;

(e) give instructions in the form of
trade tickets representing purchases and sales of the
Fund's portfolio securities to the Adviser via
facsimile transmission no later than trade date plus
one; and

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<PAGE> 3
(f) cooperate generally with the Trust
and the Adviser so far as the Sub-Adviser is able to
provide information necessary for the operation of
the Fund, including data processing, clerical and
bookkeeping services required in connection with
maintaining the financial accounts and records for
the Fund and the Trust, providing information
necessary for the preparation of registration
statements and periodic reports to be filed with the
SEC, including Forms N-1A and N-SAR, periodic
statements, shareholder communications and proxy
materials furnished to holders of shares of the Fund,
filings with state "blue sky" authorities and with
United States and foreign agencies responsible for
tax matters, and other reports and filings of like
nature.

(iii) No provision of this Contract may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought, and no amendment, transfer, assignment, sale,
hypothecation or pledge of this Contract shall be effective until approved by
(a) the Trustees of the Trust, including a majority of the Trustees who are not
interested persons of the Adviser, of the Sub-Adviser or of the Trust (other
than as Trustees), cast in person at a meeting called for the purpose of voting
on such approval, and (b) a majority of the outstanding voting securities of
the Fund; provided, however, that the approval required in subsection (a)
above, shall be evidenced by a resolution of the entire Board of Trustees and
of the Trustees who are not interested persons of the Adviser, of the
Sub-Adviser or of the Trust (other than as Trustees); and provided further that
such resolutions shall be sent to the Sub-Adviser by facsimile and confirmed in
writing by letter.

(iv) All transactions in Investments shall be
subject to the rules, regulations and customs of the exchange or market and/or
clearing house through which the transactions are executed and to all
Applicable Law, and, if there is any conflict between any such rules, customs,
law and the provisions of this Contract the former shall prevail.

(v) The Sub-Adviser may not, without specific
instruction in writing (and compliance applicable policies and restrictions of
the Fund set forth in its Registration Statement), borrow on the Adviser's
behalf or commit the Adviser to a contract (other than a trade ticket).

(vi) The Sub-Adviser has the right under this
Contract to act for more than one client collectively (including the Adviser)
in any one transaction or series of transactions without prior reference to the
Adviser.

4. THE SUB-ADVISER.

(i) The Sub-Adviser shall act as agent for the
Adviser and shall be entitled to instruct such brokers and other agents as it
may decide. The Sub-Adviser may (and

3
<PAGE> 4
any such broker or sub-agent may) execute transactions on the Adviser's behalf
without prior disclosure to the Adviser of the fact that in doing so, it is or
may be dealing with or in circumstances involving an affiliate of the
Sub-Adviser; provided, however, that (a) the Sub-Adviser will not do business
with nor pay commissions to any affiliate in any portfolio transaction where an
affiliate acts as principal; (b) in purchasing Investments for the Funds,
neither the Sub-Adviser nor any of its directors, officers or employees will
act as principal or agent or receive any commissions; and (c) the Sub-Adviser
shall use its best efforts to obtain execution and pricing within the policy
guidelines, if any, determined by the Trustees and set forth in the Prospectus
and Statement of Additional Information of the Funds. The Sub-Adviser shall
not be under any duty to account to the Adviser for any profits or other
benefits received by the Sub-Adviser or any affiliate as a result of such
transactions.

(ii) Should the Sub-Adviser deem it appropriate to
match one client's order with that of another client by acting as agent for
each party, prior written consent from both parties will be obtained before the
transaction is effected.

(iii) The Sub-Adviser may effect transactions with
or through the agency of another person with whom it has an arrangement under
which that person will from time to time provide to, or procure for, the
Sub-Adviser services or other benefits the nature of which are such that their
provision results, or is designed to result, in an improvement of the
Sub-Adviser's performance in providing services for its clients and for which
the Sub-Adviser makes no direct payment but instead undertakes to place
business (including business on behalf of the Adviser) with that person. All
such transactions effected for the Adviser will, however, secure best
execution, disregarding any benefit which might accrue to the Sub-Adviser from
the arrangement.

(iv) The Sub-Adviser shall not knowingly recommend
that the Fund purchase, sell or retain securities of any issue in which the
Sub-Adviser or any of its affiliated persons has a financial interest, except
in instances in which the Sub-Adviser fully discloses in writing to the Adviser
the nature of its financial interest prior to purchase, sale or retention. It
shall be the duty of the Adviser to notify the Trustees of the Fund of these
financial interests.

(v) The Adviser authorizes the Sub-Adviser to
disclose any information which it may be required to disclose under this
Contract, the Applicable Law, the rules and regulations of the SEC or of any
market on which an Investment is acquired.

(vi) Nothing herein contained shall prevent the
Sub-Adviser or any of its affiliated persons or associates from engaging in any
other business or from acting as investment adviser or Sub-Adviser for any
other person or entity, whether or not having investment policies similar to
the Fund.

(vii) The Sub-Adviser will pay the cost of
maintaining the staff and personnel necessary for it to perform its obligations
under this Contract, the expenses of office rent, telephone and other
facilities it is obligated to provide in order to perform the services

4
<PAGE> 5
specified in Sections 3 and 4 and any other expenses incurred by it in
connection with the performance of its duties hereunder, including, but not
limited to, attendance in person at a minimum of one meeting each year with the
Board of Trustees of the Trust and the Adviser.

(viii) The Sub-Adviser will not be required to pay
any expenses which this Contract does not expressly state shall be payable by
it. In particular, and without limiting the generality of the foregoing but
subject to the provisions of Section 4(vii), the Sub-Adviser will not be
required to pay;

(a) the compensation and expenses of
Trustees of the Trust, and of independent advisers,
independent contractors, consultants, managers, and
other agents employed by the Trust other than through
the Sub-Adviser;

(b) legal, accounting and auditing fees
and expenses of the Fund;

(d) stamp and other duties, taxes,
impositions, governmental fees, and fiscal charges of
any nature whatsoever, assessed against the Fund's
assets and payable by the Trust;

(e) the cost of preparing and mailing
dividends, distributions, reports, notices and proxy
materials to shareholders, except that the
Sub-Adviser shall bear the costs of providing the
services referred to in Sections 3 and 4;

(f) brokers' commissions and
underwriting fees; and

(g) the expense of periodic calculations
of the net asset value of the Fund's shares.

5. FURTHER PROVISIONS.

(i) The Sub-Adviser enters into this Contract for
itself. The Adviser includes the Adviser's successors in title or personal
representatives as the case may be.

(ii) This Contract shall automatically terminate
in the event of its assignment or upon the termination of the Advisory Contract
with the Fund, and the Adviser shall immediately notify the Sub-Adviser of such
termination. No assignment of this Contract shall be made by the Sub-Adviser
without the consent of the Adviser.

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<PAGE> 6
(iii) If any provision of this Contract is or
becomes invalid or contravenes any applicable law, the remaining provisions
shall remain in full force and effect.

6. CLIENT MONEY AND CUSTODY.

The Sub-Adviser will not hold any client money on behalf of
the Adviser.

The Sub-Adviser shall not be the registered holder, or
custodian, of Investments or documents of title relating thereto.

7. INSTRUCTIONS AND COMMUNICATIONS. Instructions may be
given by the Adviser in writing (by letter or facsimile or telex with correct
answer-back) or by telephone unless it is required under an express provision
of this Contract for instructions to be given in writing. The Adviser shall
give written instructions to the Sub-Adviser at the Sub-Adviser's Registered
Office. The Sub-Adviser shall communicate with the Adviser in writing or by
telephone except when it is required to communicate in writing (by letter or
facsimile or telex with correct answer-back) either under this Contract or in
accordance with applicable law. The Sub-Adviser shall be required to
communicate instructions in the form of trade tickets by facsimile in
accordance with Section 3(ii)(e) hereof. The Sub-Adviser shall communicate
with the Adviser at the Adviser's address last notified to the Sub-Adviser.
The Adviser shall be entitled to rely on the instructions of any person who is
listed on Appendix I and may assume the genuineness of all signatures and the
authenticity of all instructions and communications unless the Adviser had
reason to know such signatures, instructions or communications were
unauthorized. All trade tickets representing purchases and sales of the Fund's
portfolio securities shall be signed by at least two such persons listed on
Appendix I.

8. FEES AND EXPENSES. In consideration of the services
to be rendered, facilities furnished and expenses paid or assumed by the
Sub-Adviser under this Contract, the Adviser shall pay the Sub-Adviser a
monthly fee at the annual rate of up to 0.20% of the average net assets of the
Fund managed by the Sub-Adviser.

If the fees payable to the Sub-Adviser pursuant to this
paragraph 8 begin to accrue before the end of any month or if this Contract
terminates before the end of any month, the fees for the period from that date
to the end of that month or from the beginning of that month to the date of
termination, as the case may be, shall be prorated according to the proportion
which the period bears to the full month in which the effectiveness or
termination occurs. For purposes of calculating the monthly fees, the value of
the net assets of the Fund shall be computed in the manner specified in the
Prospectus for the computation of net asset value.

Notwithstanding the foregoing, if, after consultation with the
Sub-Adviser, the Adviser determines to waive any part of the fee paid to it by
the Fund, the fee paid to the Sub-Adviser hereunder may be reduced
proportionately.

6
<PAGE> 7
9. FORCE MAJEURE. The Sub-Adviser shall not be in
breach of this Contract if there is any total or partial failure of performance
of its duties and obligations occasioned by any act of God, fire, act of
government or state, war, civil commotion, insurrection, embargo, inability to
communicate with market makers for whatever reason, failure of any computer
dealing system, prevention from or hindrance in obtaining any raw materials,
energy or other supplies, labor disputes of whatever nature or any other reason
(whether or not similar in kind to any of the above) beyond the Sub-Adviser's
control, provided the Sub-Adviser has made every reasonable effort to overcome
such difficulties.

10. NO PARTNERSHIP OR JOINT VENTURE. The Trust, the
Adviser and the Sub-Adviser are not partners of or joint venturers with each
other and nothing herein shall be construed so as to make them such partners or
joint ventures or impose any liability as such on any of them.

11. TERMINATION.

(i) This Contract shall become effective upon the
above date, and shall thereafter continue in effect; provided that this
Contract shall continue in effect for a period of more than two years only as
so long as the continuance is specifically approved at least annually by (a) a
majority of the Trustees of the Trust who are not interested persons of the
Adviser, the Sub-Adviser or the Trust (other than as Trustees), cast in person
at meeting called for the purpose of voting on such approval, and (b) either
(i) the Trustees of the Trust, or (ii) a majority of the outstanding voting
securities of the Fund. This Contract may, on 60 days' written notice, be
terminated at any time, without the payment of any penalty, by the Trustees of
the Trust, by vote of a majority of the outstanding voting securities of the
Trust, by the Adviser or by the Sub-Adviser. Termination shall not affect any
action taken by the Sub-Adviser permitted under this Contract prior to the date
of termination or any warranty or indemnity given by the Adviser under this
Contract or implied by law.

(ii) On termination by either party the
Sub-Adviser shall be entitled to receive from the Adviser all fees, costs,
charges and expenses accrued or incurred under this Contract up to the date of
termination including any additional expenses or losses necessarily incurred in
settling outstanding obligations or terminating this Contract, whether they
occur before or after the date of termination.

(iii) If the Adviser terminates this Contract, it
shall be subject to a proportion of the annual fee corresponding to the
proportion of the year that has expired when this Contract is terminated.

12. CAPTIONS. The captions in this Contract are included
for convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Contract may be executed simultaneously in two or more

7
<PAGE> 8
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

13. GOVERNING LAW. This Contract shall be construed in
accordance with laws of the State of New York and the applicable provision for
the Investment Company Act of 1940, as amended (the "1940 Act") and the
Advisers Act. As used herein the Terms "affiliated person", "assignment",
"interested person", and "vote of majority of the outstanding voting
securities" shall have the meaning set forth in the 1940 Act.

14. PERSONAL LIABILITY. The Trust's Declaration of Trust
is on file with the Secretary of State of the State of Delaware. The
obligations of the Trust are not personally binding upon, nor shall resort be
had to the private property of, any of the Trustees, shareholders, officers,
employee or agents of the Trust, but only the Trust's property shall be bound.

Yours very truly,

INTRUST BANK N.A.

By:
-----------------------
Title:
The foregoing Contract
is hereby agreed to as
of the date hereof

By:
---------------------
Title: President

8
<PAGE> 9
SCHEDULE 1
DEFINITIONS

In this Contract the following expressions shall have the following
meaning unless the context otherwise requires:

"Applicable Law"

means applicable laws and regulations of the jurisdiction in
which the Adviser is domiciled and of the Securities and
Exchange Commission of the United States of America, and of
any governmental or self-regulatory organization of which the
Adviser is a member, each as from time to time amended;

"Assets"

means Investments of the Fund deposited by or on behalf of the
Adviser pursuant to which this Sub-Advisory Contract relates;

"Fund"

means the separate portfolio of Assets of the Trust on whose
behalf the Adviser has entered into this Sub-Advisory
Contract;

"Investment"

means any asset, right or interest in respect of property of
any kind held by the Fund;

"Registered Office"

means 4333 Amon Carter Boulevard, Mail Drop 5645, Fort Worth,
Texas 76155, Telephone: ____________. Facsimile: ___________.
Telex: N/A_.

"Series"

means the series of shares of beneficial interest representing
undivided interests in the Trust's investment portfolios,
including the Fund.

9
<PAGE> 10
November 25, 1996

APPENDIX I

AUTHORIZED SIGNATORY LIST

The following persons are authorized to give instructions on behalf of the
Sub-Adviser to the Adviser:

NAME SIGNATURE POSITION
---- --------- --------

<PAGE> 1
EXHIBIT 8

CUSTODIAN AGREEMENT

between

INTRUST FUNDS TRUST

and

INTRUST BANK, N.A.

DATED NOVEMBER 25, 1996
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
I. DEFINITION AND EMPLOYMENT OF INTRUST BANK, N.A. AS
CUSTODIAN AND PROPERTY TO BE HELD BY IT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

II. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY
OF THE TRUST HELD BY THE CUSTODIAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

A. Holding Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

B. Delivery of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

C. Registration of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

D. Bank Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

E. Payments for Portfolio Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

F. Availability of Federal Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

G. Collection of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

H. Payment of Portfolio Moneys . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

I. Liability for Payment in Advance of Receipt
of Securities Purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

J. Payments for Repurchases or Redemptions of
Portfolio Shares of the Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

K. Appointment of Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

L. Deposit of Portfolio Assets in a Securities
Systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

M. Ownership Certificates for Tax Purchases . . . . . . . . . . . . . . . . . . . . . . . . 15

N. Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>

1
<PAGE> 3
<TABLE>
<S> <C> <C>
O. Communications Relating to Portfolio
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

P. Proper Instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Q. Actions Permitted Without Express Authority . . . . . . . . . . . . . . . . . . . . . . . 19

R. Evidence of Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

S. No Liability Until Receipt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

T. Segregated Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

III. DUTIES OF CUSTODIAN WITH RESPECT TO BOOKS OF
ACCOUNT AND CALCULATION OF NET ASSET VALUE
AND NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

IV. RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

V. OPINIONS OF TRUST'S INDEPENDENT PUBLIC
ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

VI. REPORTS TO EACH PORTFOLIO AND INDEPENDENT
PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

VII. COMPENSATION OF CUSTODIAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

VIII. RESPONSIBILITY OF CUSTODIAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

IX. FUNDS TRANSFERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

X. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . 27

XI. SUCCESSOR CUSTODIAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

XII. INTERPRETIVE AND ADDITIONAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

XIII. TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

XIV. APPLICABLE LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
</TABLE>

2
<PAGE> 4
CUSTODIAN AGREEMENT

This Custodian Agreement between INTRUST Funds Trust,
hereinafter called the "Trust," a Delaware business trust, organized on January
26, 1996, pursuant to the Trust Instrument, as the same may be amended from
time to time, and INTRUST Bank N.A., hereinafter called "INTRUST" or the
"Custodian."

WITNESSETH:

That in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:

I. DEFINITIONS AND EMPLOYMENT OF INTRUST AS CUSTODIAN AND
PROPERTY TO BE HELD BY IT. The Trust is an open-end investment company
organized under the General Laws of the State of Delaware. For all purposes of
this Agreement, a "Portfolio" shall mean a separate portfolio of assets of the
Trust. The current portfolios are Cash Reserve Money Market Fund, Short Term
High Quality Fund, Intermediate Bond Income Fund, Stock Appreciation Fund,
International Multi-Manager Fund and Kansas Tax-Exempt Bond Fund. For the
purposes of this Agreement, the term "Portfolio Shares" shall be deemed to
refer to the shares of beneficial interest which are offered for each
Portfolio, and the term "Adviser" shall be deemed to refer to the investment
adviser of the Trust. The Trust hereby employs INTRUST as the custodian of the
assets of each Portfolio. In the event the Trust establishes one or more

1
<PAGE> 5
portfolios other than the Portfolios with respect to which the Trust decides to
retain the Custodian to act as custodian hereunder, the Trust shall so notify
the Custodian in writing. If the Custodian is willing to render such services,
the Custodian shall promptly notify the Trust in writing whereupon such
portfolio shall be deemed to be a Portfolio hereunder. The Trust agrees to
deliver to the Custodian all securities other than securities issued by the
Trust (the "Portfolio Securities") and cash owned by the Trust for the account
of each Portfolio, and all payments of income, payments of principal or capital
distributions received by the Trust with respect to all securities owned by the
Trust for the account of each Portfolio from time to time, and the cash
consideration received by the Trust for Portfolio Shares which may be issued or
sold from time to time. The Custodian shall not be responsible for any
property of the Trust held or received by the Trust and not delivered to the
Custodian.

The Custodian may from time to time employ one or more
sub-custodians. The terms of each sub-custodian agreement shall be approved by
a vote of the Trustees of the Trust. Each sub-custodian agreement shall
specify the same standard of care as is set forth in this Agreement.

II. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE TRUST HELD BY THE
CUSTODIAN.

A. Holding Securities. The Custodian shall hold, earmark
and physically segregate for the account of each Portfolio all non-cash
property delivered to it, including all securities

2
<PAGE> 6
owned by each Portfolio, other than securities which are maintained pursuant to
Section L of this Article II in a clearing agency which acts as a securities
depository or in a book-entry system authorized by the U.S. Department of the
Treasury, collectively referred to herein as a "Securities System".

B. Delivery of Securities. The Custodian shall release and
deliver securities owned by each Portfolio held by the Custodian or in a
Securities System account of the Custodian only upon receipt of Proper
Instructions (as defined below in Section P of this Article II), which may be
continuing instructions when deemed appropriate by the Trust and the Custodian,
and only in the following cases:

(1) Except in the case of a sale effected through a
Securities System, upon sale of such securities for
the account of each Portfolio and receipt of
payment therefor;

(2) Upon the receipt of payment in connection with any
repurchase agreement related to such securities
entered into by a Portfolio;

(3) In the case of a sale effected through a Securities
System, in accordance with the provisions of
Section L hereof;

(4) To the transfer or forwarding agent in connection
with tender or other similar offers for Portfolio

3
<PAGE> 7
Securities of each Portfolio;

(5) To the issuer thereof or its agent when such
Portfolio Securities are called, redeemed, retired
or otherwise become payable; provided that, in any
such case, the cash or other consideration is to be
delivered to the Custodian;

(6) To the issuer thereof, or its agent, for transfer
into the name of a Portfolio or into the name of
any nominee or nominees of the Custodian or into
the name or nominee name of any agent appointed
pursuant to Section K of this Article II or into
the name or nominee name of any sub-custodian
appointed pursuant to Article I; or for exchange
for a different number of bonds, certificates or
other evidence representing the same aggregate face
amount or number of units; provided that, in any
such case, the new securities are to be delivered
to the Custodian;

(7) Upon the sale of such securities for the account of
a Portfolio, to the broker or its clearing agent
against a receipt for examination in accordance
with "street delivery" custom;

(8) For exchange or conversion pursuant to any plan of
merger, consolidation, recapitalization,
reorganization or readjustment of the securities of

4
<PAGE> 8
the issuer, or pursuant to provisions for
conversion contained in such securities, or
pursuant to any deposit agreement; provided that,
in any such case, the new securities and cash, if
any, are to be delivered to the Custodian;

(9) In the case of warrants, rights or similar
securities, the surrender thereof in the exercise
of such warrants, rights or similar securities or
the surrender of interim receipts or temporary
securities for definitive securities; provided
that, in any such case, the new securities and
cash, if any, are to be delivered to the Custodian;

(10) For delivery in connection with any loans of
securities made by a Portfolio, but only against
Proper Instructions from the Adviser, against
receipt of the designated collateral, which may be
in the form of cash or obligations issued by the
United States Government, its agencies or
instrumentalities;

(11) For delivery as security in connection with any
borrowings by a Portfolio requiring a pledge of
assets by such Portfolio, but only against receipt
of amounts borrowed;

(12) Upon receipt of instructions from the transfer
agent for the Trust, for delivery to such transfer

5
<PAGE> 9
agent or to holders of Portfolio Shares in
connection with distributions in kind in
satisfaction of requests by holders of Portfolio
Shares for repurchase or redemption;

(13) For delivery in accordance with the provisions of
any agreement among the Portfolio, the Custodian
and a broker-dealer registered under the Securities
Exchange Act of 1934 (the "Exchange Act") and a
member of The National Association of Securities
Dealers, Inc. (the "NASD"), relating to compliance
with the rules of The Options Clearing Corporation
and of any registered national securities exchange,
or of any similar organization or organizations,
regarding escrow or other arrangements in
connection with transactions by the Portfolio;

(14) For delivery in accordance with the provisions of
any agreement among the Portfolio, the Custodian,
and a Futures Commission Merchant registered under
the Commodity Exchange Act, relating to compliance
with the rules of the Commodity Futures Trading
Commission and/or any contract market or any
similar organization or organizations, regarding
account deposits in connection with transactions by
the Portfolio; and

(15) For any other proper corporate purposes, but only
upon receipt of, in addition to Proper

6
<PAGE> 10
Instructions, a notification signed by two officers
of the Trust and certified by the Secretary or an
Assistant Secretary of the Trust, specifying the
securities to be delivered, setting forth the
purposes for which such delivery is to be made,
declaring such purposes to be proper corporate
purposes, and naming the person or persons to whom
delivery of such securities shall be made.

C. Registration of Securities. Securities held by the
Custodian (other than bearer securities) shall be registered in the name of a
Portfolio or in the name of any nominee of the Custodian, or in the name or
nominee name of any agent appointed pursuant to Section K of Article II hereof
or in the name or nominee name of any sub-custodian appointed pursuant to
Article I. All securities accepted by the Custodian on behalf of a Portfolio
under the terms of this Contract shall be in "street" or other good delivery
form.

D. Bank Accounts. The Custodian shall open and
maintain a separate bank account or accounts in the name of each Portfolio,
subject only to draft or order by the Custodian acting pursuant to the terms of
this Contract, and shall hold in such account or accounts, subject to the
provisions hereof, all cash received by it from or for the account of each
Portfolio, other than cash maintained by each Portfolio in a bank account
established and used in accordance with Rule 17f-3 under the Investment Company
Act of 1940. Funds held by the Custodian for each Portfolio may be deposited
by it to its credit as Custodian in the commercial banking side of the
Custodian or in such other banks

7
<PAGE> 11
or trust companies as it may in its discretion deem necessary or desirable;
provided, however, that every such bank or trust company shall be qualified to
act as a custodian under the Investment Company Act of 1940 and that each such
bank or trust company and the funds to be deposited with each such bank or
trust company shall be approved by vote of a majority of the Trustees of the
Trust. Such funds shall be deposited by the Custodian in its capacity as
Custodian and shall be withdrawable by the Custodian only in that capacity.

E. Payment for Portfolio Shares. The Custodian shall
receive from the distributor of each Portfolio's Portfolio Shares or from the
transfer agent of the Trust and deposit into each Portfolio's account such
payments as are received for Portfolio Shares of each Portfolio issued or sold
from time to time by such Portfolio. The Custodian will provide timely
notification to each Portfolio and the transfer agent of any receipt by it of
cash payments for Portfolio Shares of such Portfolio.

F. Availability of Federal Funds. Upon mutual agreement
between each Portfolio and the Custodian, the Custodian shall, upon the receipt
of Proper Instructions and in accordance with the agreed deadlines, which may be
continuing instructions when deemed appropriate by the parties, make federal
funds available to each Portfolio as of specified times agreed upon from time to
time by such Portfolio and the Custodian in the amount of checks received in
payment for Portfolio Shares of each Portfolio which are deposited into such
Portfolio's account.

8
<PAGE> 12
G. Collection of Income. The Custodian shall collect on a
timely and reasonable basis all income and other payments with respect to
registered securities held hereunder to which each Portfolio shall be entitled
either by law or pursuant to custom in the securities business and shall collect
on a timely and reasonable basis all income and other payments with respect to
bearer securities if, on the date of payment by the issuer, such securities are
held by the Custodian or agent thereof and shall credit such income, as
collected, to such Portfolio's Custodian account. Without limiting the
generality of the foregoing, the Custodian shall detach and present for payment
all coupons and other income items requiring presentation as and when they
become due and shall collect interest when due on securities held hereunder.
The Custodian's obligations under this Section II.G. shall be to take all
reasonable and customary steps to collect such income and payments, and the
Custodian shall bear no responsibility for its failure to make collections
beyond the exercise of such reasonable and customary steps.

H. Payment of Portfolio Moneys. Upon receipt of Proper
Instructions, which may be continuing instructions when deemed appropriate by
the parties, the Custodian shall pay out moneys of a Portfolio in accordance
with its usual and customary business practice, in the following cases only:

(1) Upon the purchase of securities for the
account of a Portfolio but only (a) against
the delivery of such securities to the
Custodian (or any bank, banking firm or trust
company doing business in the

9
<PAGE> 13
United States or abroad which is qualified
under the Investment Company Act of 1940, as
amended, to act as custodian and has been
designated by the Custodian as its agent for
this purpose) registered in the name of such
Portfolio or in the name of a nominee of the
Custodian referred to in Section C of Article
II hereof or in proper form for transfer; (b)
in the case of a purchase effected through a
Securities System, in accordance with the
conditions set forth in Section L of Article
II hereof, or (c) in the case of repurchase
agreements, (i) against delivery of
securities either in certificate form or
through an entry crediting the Custodian's
account at the Federal Reserve Bank with such
securities, or (ii) against delivery of the
receipt evidencing purchase by the Portfolio
of securities owned by the Custodian along
with written evidence of the agreement by the
Custodian to repurchase such securities from
the Portfolio;

(2) In connection with conversion, exchange or
surrender of securities owned by a Portfolio
as set forth in Section B of Article II
hereof;

(3) For the redemption or repurchase of Portfolio
Shares as set forth in Section J of Article
II hereof;

10
<PAGE> 14
(4) For the payment of any expense or liability
incurred by a Portfolio, including but not
limited to the following payments for the
accounts of such Portfolio: interest, taxes,
management, administration, accounting,
transfer agent and legal fees, and operating
expenses of such Portfolio whether or not
such expenses are to be in whole or in part
capitalized or treated as deferred expenses;

(5) For the payment of any dividends declared
pursuant to the governing documents of a
Portfolio; and

(6) For any other proper corporate purposes, but
only upon receipt of, in addition to Proper
Instructions, a notification signed by two
officers of the Trust and certified by its
Secretary or an Assistant Secretary of the
Trust, specifying the amount of such payment,
setting forth the purpose of which such
payment is to be made, declaring such purpose
to be a proper corporate purpose, and naming
the person or persons to whom such payment is
to be made.

I. Liability for Payment in Advance of Receipt
of Securities Purchased. In any and every case where payment for purchase of
securities for the account of a Portfolio is made by the Custodian in advance
of receipt of the securities purchased in the absence of specific written
instructions from such Portfolio to

11
<PAGE> 15
so pay in advance, the Custodian shall be absolutely liable to such Portfolio
for such securities to the same extent as if the securities had been received
by the Custodian.

J. Payments for Repurchases or Redemptions of
Portfolio Shares of the Trust. The Custodian shall upon instruction from the
distributor or transfer agent deposit into the account of the appropriate
Portfolio such payments as are received for Shares of that Portfolio issued or
sold from time to time by the Portfolio. The Custodian will provide timely
notification to the Portfolio and the transfer agent of any receipt by it of
payments for Shares of such Portfolio.

From such funds as may be available for the purpose but
subject to the limitations of the Trust Instrument and any applicable votes of
the Board of Trustees of the Trust pursuant thereto, the Custodian shall, upon
receipt of Proper Instructions from the transfer agent, make funds available
for payment to holders of Shares who have delivered to the transfer agent a
request for redemption or repurchase of their Shares. In connection with the
redemption or repurchase of Shares of a Portfolio, the Custodian is authorized
upon receipt of instructions from the transfer agent to wire funds to the
transfer agent for payment by the transfer agent or through a commercial bank
designated by the redeeming shareholders. In connection with the redemption or
repurchase of Shares of the Portfolio, the Custodian shall honor checks drawn
on the Custodian by a holder of Shares, which checks have been furnished by the
Trust to the holder of Shares, when presented to the Custodian in accordance
with such

12
<PAGE> 16
procedures and controls as are mutually agreed upon from time to time between
the Trust and the Custodian.

K. Appointment of Agents. Subject to prior
approval by the Board of Trustees of the Trust, the Custodian may at any time
appoint any other bank or trust company which is itself qualified under the
Investment Company Act of 1940, as amended, to act as a custodian, as its agent
to carry out such of the provisions of this Article II as the Custodian may
from time to time direct.

L. Deposit of Portfolio Assets in a Securities
Systems. The Custodian may deposit and/or maintain securities owned by each
Portfolio in a clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of 1934, which acts
as a securities depository, or in the book-entry system authorized by the U.S.
Department of Treasury and certain federal agencies, collectively referred to
herein as a "Securities Systems" in accordance with applicable Federal Reserve
Board and Securities and Exchange Commission rules and regulations, if any, and
subject to the following provisions:

(1) The Custodian may keep securities of each
Portfolio in a Securities System provided
that such securities are represented in an
account (the "Account") of the Custodian in a
Securities System which shall not include any
assets of the Custodian other than assets
held as a fiduciary, custodian, or otherwise
for customers;

13
<PAGE> 17
(2) The records of the Custodian with respect to
securities of each Portfolio which are
maintained in its Securities System shall
identify by book-entry those securities
belonging to each Portfolio;

(3) The Custodian shall pay for securities
purchased for the account of each Portfolio
upon (i) receipt of advices from a Securities
System that such securities have been
transferred to the Account, and (ii) the
making of an entry on the records of the
Custodian to reflect such payment and
transfer for the account of each Portfolio.
The Custodian shall transfer securities sold
for the account of each Portfolio upon (i)
receipt of advices from a Securities System
that payment for such securities has been
transferred to the Account, and (ii) the
making of an entry on the records of the
Custodian to reflect such transfer and
payment for the account of such Portfolio.
Copies of all advices from its Securities
System of transfers of securities for the
account of each Portfolio shall be maintained
for such Portfolio by the Custodian and be
provided to such Portfolio at its request.
The Custodian shall furnish each Portfolio
confirmation of each transfer to or from the
account of such Portfolio in the form of
copies of daily transaction advices
reflecting each day's transactions in its
Securities System for the

14
<PAGE> 18
account of such Portfolio on the next
business day, which daily transaction advices
may be provided by electronic means;

(4) The Custodian shall have received the initial
or annual certificate, as the case may be,
required by Article X hereof;

(5) The Custodian shall provide each Portfolio
with any report obtained by the Custodian on
its Securities System's accounting system,
internal accounting control and procedures
for safeguarding securities deposited in its
Securities System;

(6) Anything to the contrary in this Agreement
notwithstanding, the Custodian shall be
liable to each Portfolio for any loss or
damage to such Portfolio resulting from use
of its Securities System by reason of any
acts of negligence, misfeasance or misconduct
of the Custodian or of any of its employees
or from any failure of the Custodian or any
such agent to make reasonable efforts to
enforce effectively such rights as it may
have against a Securities System; at the
election of each Portfolio, it shall be
entitled to be subrogated to the rights of
the Custodian with respect to any claim
against a Securities System or any other
person which the Custodian may have as a
consequence of any such loss or damage if and
to

15
<PAGE> 19
the extent that a Portfolio has not been
made whole for any such loss or damage.

M. Ownership Certificates for Tax Purposes. The
Custodian shall execute ownership and other certificates and affidavits for all
federal and state tax purposes in connection with receipt of income or other
payments with respect to securities of each Portfolio held by it and in
connection with transfers of securities.

N. Proxies. The Custodian shall, with respect
to the securities held by it hereunder, cause to be promptly executed by the
registered holder of such securities, if the securities are registered
otherwise than in the name of a Portfolio, all proxies, without indication of
the manner in which such proxies are to be voted, and shall promptly deliver to
the Adviser such proxies, all proxy soliciting materials and all notices
relating to such securities.

O. Communications Relating to Portfolio
Securities. The Custodian shall transmit promptly to the Adviser all written
information (including, without limitation, pendency of calls and maturities of
securities and expirations of rights in connection therewith) received by the
Custodian from issuers of the securities being held for such Portfolio.

(1) Notwithstanding any provision hereunder to
the contrary, with respect to Securities
which possess so-called put options or
similar characteristics

16
<PAGE> 20
which grant the Trust the option to redeem
such Securities prior to their maturity date
(the "Put Option Securities"), including, but
not limited to, so-called put bonds, the
Custodian shall not have any liability with
respect to the exercise or non-exercise of
any such Put Option, except that:

(a) With respect to put options which are
exercisable semiannually or less frequently
than semiannually, and where such Put Option
Security is actually delivered to the
Custodian not less than fifteen business days
prior to the put option exercise date, the
Custodian will use its best efforts to notify
the Trust and the Adviser of such put options
where correct and timely notification is
published in the publications or services
(the "Notification Sources") the Custodian
routinely uses for this purpose, or as to
which the Custodian receives timely notice
from the Trust;

(b) Once notified, the Trust must direct the
exercise or non-exercise of such put option
by written instrument delivered to the
Custodian not less than five business days
prior to the put option exercise date;

(c) For the purposes of this Section O(1), a
"business day" is a day on which the
Custodian is open for business under the laws
of the State of New York;

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<PAGE> 21
the Notification Sources include, but are not
limited to The Wall Street Journal and/or
Depository Trust Company of New York. The
Custodian reserves the right to utilize other
Notification Sources or discontinue any of
the aforementioned Notification Sources at
any time and without notice. The Custodian
will not notify the Trust of put options
exercisable more frequently than
semiannually.

(2) With respect to tender or exchange offers,
the Custodian shall transmit promptly to the
Adviser all written information received by
the Custodian from issuers of the securities
whose tender or exchange is sought and from
the party (or his agents) making the tender
or exchange offer. If the Adviser desires to
take action with respect to any tender offer,
exchange offer or any other similar
transaction, the Adviser shall notify the
Custodian at least three business days prior
to the date on which the Custodian is to take
such action.

P. Proper Instructions. "Proper Instructions"
as used throughout this Article II means a writing signed or initialed by one
or more person or persons and in the manner as the Trustees, the Adviser or the
transfer agent, as the case may be, shall have authorized from time to time.
Each such writing shall set forth the transaction involved, including a
specific statement of the purpose of which such action is requested. The
Custodian may also

18
<PAGE> 22
accept and rely on instructions transmitted by the Trust or the Trust's
authorized agent including the Adviser, whether given orally, by telephone,
cable or telex, facsimile transmission or other electronic means which the
Custodian reasonably believes to be genuine. Oral instructions will be
considered Proper Instructions if the Custodian believes them to have been
given by a person authorized to give such instructions with respect to the
transaction involved. The Trust and the Adviser shall cause all oral
instructions to be confirmed in writing. Written confirmation of oral
instructions shall in no way affect any action the Custodian takes in reliance
upon the oral instructions. Upon receipt of a certificate of the Secretary or
an Assistant Secretary as to the authorization by the Trustees of the Trust
accompanied by a detailed description of procedures approved by the Trustees,
"Proper Instructions" may include communications effected directly between
electromechanical or electronic devices provided that the Trustees and the
Custodian agree that such procedures afford adequate safeguards for each
Portfolio's assets.

Q. Actions Permitted Without Express Authority.
The Custodian may in its discretion, without express authority from each
Portfolio:

(1) Make payments to itself or others for minor
expenses of handling securities or other
similar items relating to its duties under
this Agreement, provided that all such
payments shall be accounted for to each
Portfolio, such expenses shall include, but
not be limited to postage, shipping, courier,

19
<PAGE> 23
wire transfers, expenses to enforce any
obligation of any agent, sub-custodian or
Securities System and other out-of-pocket
expenses not assumed by the Custodian
pursuant to this Agreement;

(2) Surrender securities in temporary form in
exchange for securities in definitive form;

(3) Endorse for collection, in the name of each
Portfolio, checks, drafts and other
negotiable instruments; and

(4) In general, attend to all non-discretionary
details in connection with the sale,
exchange, substitution, purchase, transfer
and other dealings with the securities and
property of each Portfolio except as
otherwise directed by the Board of Trustees
of the Trust.

R. Evidence of Authority. The Custodian shall
be protected in acting upon any Proper Instructions whether oral or in writing,
and any notice, request, consent, certificate or other instrument or paper
believed by it to be genuine and to have been properly executed by or on behalf
of a Portfolio. The Custodian may receive and accept a certificate copy of a
vote of the Board of Trustees of the Trust as conclusive evidence (a) of the
authority of any person to act in accordance with such vote, or (b) of any
determination or of any action by the Board of Trustees pursuant to the Trust
Instrument as described in such vote, and such vote may

20
<PAGE> 24
be considered as in full force and effect until receipt by the Custodian of
written notice to the contrary.

S. No Liability Until Receipt. The Custodian
shall not be liable for, or considered to be the Custodian of, any money
whether or not represented by any check, draft, or other instrument for the
payment of money, or any securities received by it on behalf of any Portfolio
until the Custodian actually receives and collects such money or securities
directly or by the final crediting of the Account representing the Portfolio's
interest in a Securities System, or a subcustodian.

T. Segregated Accounts. The Custodian shall
upon receipt of Proper Instructions establish and maintain a segregated account
or accounts for and on behalf of a Portfolio, into which account or accounts
may be transferred cash and/or securities, including securities maintained in
an account by the Custodian in a Securities System or with a subcustodian, (i)
in accordance with the provisions of any agreement among the Trust, the
Custodian and a broker-dealer registered under the Exchange Act and a member of
the NASD (or any futures commission merchant registered under the Commodity
Exchange Act), relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities exchange (or Commodity
Futures Trading Commission or any registered contract market) or of any similar
organization or organizations, regarding escrow or other arrangements in
connection with transactions by such Portfolio, (ii) for purposes of
segregating cash or government securities in connection with options purchased,
sold or written by such Portfolio or commodity

21
<PAGE> 25
futures contracts or options thereon purchased of sold by such Portfolio, (iii)
for the purposes of compliance by such Portfolio with the procedures required
by Investment Company Act Release No. 10666, or any subsequent release or
releases of the Securities and Exchange Commission relating to the maintenance
of segregated accounts by registered investment companies, and (iv) for other
corporate purposes.

III. DUTIES OF CUSTODIAN WITH RESPECT TO BOOKS OF ACCOUNT AND
CALCULATION OF NET ASSET VALUE AND NET INCOME. The Custodian shall cooperate
with and supply necessary information to the entity or entities appointed by
the Trustees to keep the books of account of each Portfolio, compute the net
asset value per share of the outstanding shares of each Portfolio and compute
the daily net income of each Portfolio.

IV. RECORDS. The Custodian shall create and maintain all
records relating to its activities and obligations under this Agreement in such
manner as will meet the obligations of each Portfolio under the Investment
Company Act of 1940, including, but not limited to Section 31 thereof and Rules
31a-1 and 31a-2 thereunder, applicable federal and state tax laws and any other
law or administrative rules or procedures which may be applicable to each
Portfolio. All such records shall be available to each Portfolio and shall at
all times during the regular business hours of the Custodian be open for
inspection by duly authorized officers, employees or agents of each Portfolio
and employees and agents of the Securities and Exchange Commission. The
Custodian shall, at each Portfolio's request, supply such Portfolio with a
tabulation of securities

22
<PAGE> 26
owned by such Portfolio and held by the Custodian and shall, when requested to
do so by a Portfolio and for such compensation as shall be agreed upon between
such Portfolio and the Custodian, include certificate numbers in such
tabulations.

V. OPINION OF TRUST'S INDEPENDENT PUBLIC ACCOUNTANTS. The
Custodian shall take all reasonable action, as the Trust may from time to time
request, to obtain from year to year favorable opinions from the Trust's
independent public accountants with respect to its activities hereunder in
connection with the preparation of the Trust's Form N-1A and the Trust's Form
N-SAR or other annual reports to the Securities and Exchange Commission and
with respect to any other requirements of such Commission.

VI. REPORTS TO EACH PORTFOLIO BY INDEPENDENT PUBLIC ACCOUNTANTS.
The Custodian shall provide each Portfolio, at such times as each Portfolio may
reasonably require and at the Portfolio's expenses, with reports by independent
public accountants on the accounting system, internal accounting control and
procedures for safeguarding securities, including securities deposited and/or
maintained in a Securities System, relating to the services provided by the
Custodian under this Agreement; such reports, which shall be of sufficient
scope and in sufficient detail, as may reasonably be required by each
Portfolio, to provide reasonable assurance that any material inadequacies
disclosed by such examination, and, if there are no such inadequacies, shall so
state.

VII. COMPENSATION OF CUSTODIAN. The Custodian shall be entitled
to reasonable compensation for its services as Custodian, as set

23
<PAGE> 27
forth in the Supplements to this Agreement.

VIII. RESPONSIBILITY OF CUSTODIAN. The Custodian shall not be
responsible for the title, validity or genuineness of any property or evidence
of title thereto received by it or delivered by it pursuant to this Agreement
and shall be held harmless in acting upon any notice, request, consent,
certificate or other instrument believed by it to be genuine and to be signed
by the proper party or parties.

The Custodian shall be entitled to rely on and may act
upon advice of counsel (who may be counsel for the Trust) on all matters, and
shall be without liability for any action taken or omitted by it in good faith
in accordance with such advice. Notwithstanding the foregoing, the
responsibility of the Custodian with respect to redemptions effected by check
may be set forth in a separate agreement entered into between the Custodian, a
Portfolio and the Adviser.

In carrying out the provisions of this Agreement the
Custodian shall not be held liable for any act or failure to act which shall
constitute the exercise of reasonable care, or is in accordance with industry
standards and practice. Each Portfolio shall indemnify the Custodian and hold
it harmless from and against all claims, liabilities, and expenses (including
attorneys' fees) which the Custodian may suffer or incur on account of being
Custodian hereunder except such claims, liabilities and expenses arising from
the Custodian's own acts or omissions to act which shall fail to meet the
foregoing standard of care.

24
<PAGE> 28
If a Portfolio requires the Custodian to take any
action with respect to securities, which action involves the payment of money
or which action may, in the opinion of the Custodian, result in the Custodian
or its nominee assigned to such Portfolio being liable for the payment of money
or incurring liability of some other form, such Portfolio, as a prerequisite to
requiring the Custodian to take such action, shall provide indemnity to the
Custodian in an amount and form satisfactory to it.

If a Portfolio requires the Custodian to advance cash
or securities for any purpose or in the event that the Custodian or its nominee
shall incur or be assessed any taxes, charges, expenses, assessments, claims or
liabilities in connection with the performance of this Agreement, except such
as may arise from the Custodian's own acts or omissions to act in the absence
of reasonable care and in a manner that is not consistent with industry
standards and practice, any property at any time held for the account of such
Portfolio shall be security therefor and should such Portfolio fail to repay
the Custodian promptly, the Custodian shall be entitled to utilize available
cash and to dispose of such Portfolio's assets to the extent necessary to
obtain reimbursement.

IX. FUNDS TRANSFERS. For the purposes of this Section IX,
"funds transfer" shall mean a series of transactions, beginning with a payment
order of an originator made for the purpose of making payment to the
beneficiary of such order (such beneficiary is referred to as the
"beneficiary") but does not include debit transfer made through the automated
clearing house system or transfers governed by the Federal Electronic Funds
Transfer Act and

25
<PAGE> 29
"payment order" shall mean an instruction transmitted orally, electronically,
or in writing to pay a fixed or determinable amount to a beneficiary.

In accepting any payment order directing payment from
the account of a Portfolio to a beneficiary, the Custodian and the
beneficiary's bank may rely solely upon any account number or similar
identifying number such Portfolio has provided to identify (i) the beneficiary,
(ii) the beneficiary's bank, or (iii) an intermediary bank to be used in
executing such payment order. A Portfolio shall be required to pay the
Custodian and the Custodian is authorized to charge the account of such
Portfolio for any funds transfer made by the Custodian at the direction of such
Portfolio utilizing any such identifying numbers even where their use may
result in a person other than the beneficiary being paid or the transfer of
funds to a bank other than the beneficiary's bank or an intermediary bank other
than that intended. In sending any payment order the Custodian may send only
the account number (or similar identifying number) and the bank identification
number provided.

When the Custodian receives a payment order to which a
Portfolio is the beneficiary it may credit the proceeds of that order solely on
the basis of the account number (or similar identifying number) contained in
such payment order.

If any payment order is transmitted through any funds
transfer system including, but not limited to the Clearing House Interbank
Payment System (CHIPS) or the automated clearing house system (ACH), a
Portfolio shall be subject to the rules of such

26
<PAGE> 30
funds transfer system in effect at the time that such transfer is made. Any
provisional credit granted on any ACH credit entry may be reversed by the
Custodian if final settlement does not occur.

Should the Custodian be required to pay a Portfolio any
interest in connection with a payment order (whether as the originator or the
beneficiary) such interest shall be computed based on the Rules on Interbank
Compensation then in effect in The New York Clearing House Association.

In executing any payment order the Custodian may use
the services of correspondent and intermediary banks, funds transfer systems,
telecommunication companies and other entities of similar purpose. Such
entities shall not be deemed the Custodian's agents, and the Custodian will not
be responsible for their acts or omissions with regard to any payment orders in
the absence of the exercise of reasonable care as is consistent with industry
standards and practice on the part of the Custodian.

X. EFFECTIVE PERIOD - TERMINATION AND AMENDMENT.

(a) Subject to prior termination as provided in
paragraph (d) of this Section X, this Agreement shall continue in force for two
(2) years from the date hereof and indefinitely thereafter, but only so long as
the continuance shall be specifically approved at least annually by vote of the
Trust's Board of Trustees or by vote of a majority of the outstanding voting
securities of the Trust;

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<PAGE> 31
(b) This Agreement may be modified by mutual
consent;

(c) In addition to the requirements of
sub-paragraph (a) of this Section X, the terms of any continuance or
modification of the Agreement must have been approved by the vote of a majority
of those Trustees of the Trust who are not parties to such Agreement or
interested persons of any such party, cast in person at a meeting called for
the purpose of voting on such approval; and

(d) Either party hereto may, at any time, on
sixty (60) days' prior written notice to the other, terminate this Agreement,
without payment of any penalty, provided however that the Trust shall only do
so by action of its Board of Trustees, or by vote of a majority of its
outstanding voting securities. This Agreement shall terminate automatically in
the event of its assignment.

The Custodian shall receive an initial certificate from
the Trust that the Trustees of the Trust have approved the initial use of a
particular Securities System and an annual certificate reporting that the
Trustees, as required by Rule 17f-4 under the Investment Company Act of 1940,
as amended, have reviewed the use by each Portfolio of such Securities System;
further the Trust shall not amend or terminate the Agreement in contravention
of any applicable federal or state regulations, or any provision of the Trust
Instrument; and the Trust may at any time by action of its Trustees (i)
substitute another bank or trust company for the Custodian by giving notice as
described above to the Custodian, or (ii) immediately terminate this Agreement
in the event of the appointment of a conservator or receiver for the Custodian
by the

28
<PAGE> 32
appropriate banking authorities or upon the happening of a like event at the
direction of an appropriate regulatory agency or court of competent
jurisdiction.

Upon termination of the Agreement, the Trust shall pay
to the Custodian such compensation as may be due as of the date of such
termination and shall likewise reimburse the Custodian for its costs, expenses
and disbursements, including any costs, expenses and disbursements incurred in
performing the obligations set forth in Section XI hereof.

If this Agreement is terminated with respect to any
Portfolio, it shall nonetheless remain in effect with respect to any remaining
Portfolio.

XI. SUCCESSOR CUSTODIAN. If a successor custodian is appointed
by the Trustees of the Trust, the Custodian shall, upon termination, deliver to
such successor custodian at the office of the Custodian, duly endorsed and in
the form for transfer, all securities and other assets of each Portfolio then
held by it hereunder. The Custodian shall also deliver to such successor
custodian copies of such books and records relating to each Portfolio including
but not limited to the records required to be maintained by the Custodian in
accordance with the Investment Company Act of 1940.

If no such successor custodian is appointed, the
Custodian shall, in like manner, upon receipt of a certified copy of a vote of
the Trustees of the Trust, deliver at the office of

29
<PAGE> 33
the Custodian such securities, funds and other properties in accordance with
such vote.

In the event that no written order designating a
successor custodian or certified copy of a vote of the Board of Trustees shall
have been delivered to the Custodian on or before the date when such
termination shall become effective, then the Custodian shall have the right to
deliver to a bank or trust company of its own selection, having an aggregate
capital, surplus, and undivided profits, as shown by its last published report,
of not less than $25,000,000, all securities, funds and other properties held
by the Custodian and all instruments held by the Custodian relative thereto and
all other property held by it under this Agreement. Thereafter, such bank or
trust company shall be the successor of the Custodian under this Agreement.

In the event that securities, funds and other
properties remain in the possession of the Custodian after the date of
termination hereof owing to failure of the Trust to procure the certified copy
of a vote of the Board of Trustees to appoint a successor custodian, the
Custodian shall be entitled to fair compensation for its services during such
period as the Custodian retains possession of such securities, funds and other
properties and the provisions of this Agreement relating to the duties and
obligations of the Custodian shall remain in full force and effect.

XII. INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with
the operation of this Agreement, the Custodian and the Trust may from time to
time agree on such provisions interpretive of or in

30
<PAGE> 34
addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions shall be in writing signed by both parties and shall be
annexed hereto, provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision
of the Trust Instrument of the Trust. No interpretive or additional provisions
made as provided in the preceding sentence shall be deemed to be an amendment
to this Agreement.

XIII. TRUSTEES. All references to actions of or by Trustees of
the Trust shall require action by such Trustees acting as a Board or formally
constituted group and not individually.

XIV. APPLICABLE LAW. This Agreement shall be construed and the
provision thereof interpreted under and in accordance with the laws of New
York. The name "INTRUST Funds Trust" is the designation by the Trustees under
the Trust Instrument, dated January 26, 1996, as amended, and all persons
dealing with the Trust must look solely to the Trust property for the
enforcement of any claims against the Trust as neither any or all of the
Trustees, officers, or agents, nor any or all of the shareholders assume(s) any
personal liability for obligations entered into on behalf of the Trust.

31
<PAGE> 35
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the day and year first above written.

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

By:
------------------------------

Title:

INTRUST FUNDS TRUST

By:
------------------------

Title:

<PAGE> 1
EXHIBIT 9b

SERVICING ORGANIZATION AGREEMENT

SERVICE ORGANIZATION AGREEMENT, dated as of November 25,
1996, by and between INTRUST FUNDS Trust (the "Trust"), a Delaware business
trust, and __________________________ (the "Financial Institution"), as a
shareholder servicing agent hereunder (the "Agent") relating to transactions in
shares of capital stock, $.001 par value (the "Shares"), of any of the existing
investment portfolios offered by the Trust (the "Funds"). In the event that
the Trust establishes one or more portfolios other than the Funds with respect
to which it decides to retain the Financial Institution hereunder, the Trust
shall promptly notify the Financial Institution in writing. If the Financial
Institution is willing to render such services, it shall notify the Trust in
writing whereupon such portfolio shall become a Fund hereunder.

The Trust and the Financial Institution hereby agree as
follows:

1. Appointment. The Financial Institution, as Agent,
hereby agrees to perform certain services for its customers (the "Customers")
as hereinafter set forth. The Agent's appointment hereunder is non-exclusive,
and the parties recognize and agree that, from time to time, the Trust may
enter into other shareholder servicing agreements, in writing, with other
financial institutions.

2. Services to be Performed. The Agent, as agent for
its Customers, shall be responsible for performing shareholder administrative
support services, which will include the following: (i) answering customer
inquiries regarding account status and history, the manner in which purchases,
exchanges and redemptions of shares of the Funds may be effected and certain
other matters pertaining to the Funds; (ii) assisting shareholders in
designating and changing dividend options, account designations and addresses;
(iii) providing necessary personnel and facilities to establish and maintain
shareholder accounts and records; (iv) assisting in aggregating and processing
purchase, exchange and redemption transactions; (v) placing net purchase and
redemption orders with the Trust's distributor; (vi) arranging for wiring of
funds; (vii) transmitting and receiving funds in connection with customer
orders to purchase or redeem shares; (viii) processing dividend payments; (ix)
verifying and guaranteeing shareholder signatures in connection with redemption
orders and transfers and changes in shareholder-designated accounts, as
necessary; (x) providing periodic statements showing a customer's account
balance and, to the extent practicable, integrating such information with other
customer transactions otherwise effected through or with the Shareholder
Servicing Agent; (xi) furnishing (either separately or on an integrated basis
with other reports sent to a shareholder by a Shareholder Servicing Agent)
monthly and year-end statement and confirmations of purchases, exchanges and
redemptions; (xii) transmitting on behalf of the Trust, proxy statements annual
reports, updating prospectuses and other communications from the Trust to the
shareholders of the Funds; (xiii) receiving, tabulating and transmitting to the
Trust proxies executed by shareholders with respect to meetings of shareholders
of the Funds; and (xiv) providing such other related services as the Trust or
a shareholder may request.
<PAGE> 2
The Agent shall provide all personnel and facilities
necessary in order for it to perform the functions described in this paragraph
with respect to its Customers.

3. Fees.

3.1 Fees from the Trust. In consideration for the
services described in Section 2 hereof and the incurring of expenses in
connection therewith, the Agent shall receive a fee, computed daily and payable
monthly, at the annual rate of 0.05% of the daily net asset value of Shares of
the Institutional Service Class of each Fund and 0.50% of the daily net asset
value of Shares of the Institutional Premium Class of each Fund.

3.2. Fees from Customers. It is agreed that the
Financial Institution may impose certain conditions on Customers, in addition
to or different from those imposed by the Trust, such as requiring a minimum
initial investment or imposing limitations on the amounts of transactions. It
is also understood that the Financial Institution may directly credit or charge
fees to Customers in connection with an investment in the Funds. The Financial
Institution shall credit or bill Customers directly for such credits or fees.
In the event the Financial Institution charges Customers such fees, it shall
make appropriate prior written disclosure (such disclosure to be in accordance
with all applicable laws) to Customers both of any direct fees charged to the
Customer and of the fees received or to be received by it from the Trust
pursuant to Section 3.1 of this Agreement. It is understood however, that in
no event shall the Financial Institution have recourse or access as Agent or
otherwise to the account of any shareholder of the Trust except to the extent
expressly authorized by law or by such shareholder, or to any assets of the
Trust, for payment of any direct fees referred to in this Section 3.2.

4. Approval of Materials to be Circulated. Advance
copies or proofs of all materials which are to be generally circulated or
disseminated by the Agent to Customers or prospective Customers which identify
or describe the Trust shall be provided to the Trust at least 10 days prior to
such circulation or dissemination (unless the Trust consents in writing to a
shorter period), and such materials shall not be circulated or disseminated or
further circulated or disseminated at any time after the Trust shall have given
written notice to the Agent of any objection thereto.

Nothing in this Section 4 shall be construed to make the
Trust liable for the use of any information about the Trust which is
disseminated by the Agent.

5. Compliance with Laws, etc. The Agent shall comply
with all applicable federal and state laws and regulations in the performance
of its duties under this Agreement, including securities laws.

6. Limitation of Agent's Liability. In consideration
of the Agent's undertaking to render the services described in this Agreement,
the Trust agrees that the Agent shall not be liable under
<PAGE> 3
this Agreement for any error of judgment or mistake of law or for any loss
suffered by the Trust in connection with the performance of this Agreement,
provided that nothing in this Agreement shall be deemed to protect or purport
to protect the Agent against any liability to the Trust or its shareholders to
which the Agent would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of the Agent's duties under
this Agreement or by reason of the Agent's reckless disregard of its
obligations and duties hereunder.

7. Indemnification. The Trust agrees to indemnify
and hold harmless the Agent from all taxes, charges, expenses, assessments,
claims and liabilities (including, without limitation, liabilities arising
under the Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, the Investment Trust Act of 1940, as amended, and any state
and foreign securities and blue sky laws, all as or to be amended from time to
time) and expenses, including attorneys' fees and disbursements arising
directly or indirectly from (i) any misstatements or omissions in the Trust's
Prospectus, or (ii) any action or thing which the Agent takes or does or omits
to take or do reasonably believed by the Agent to be at the request or
direction or in reliance on the advice or instructions, whether oral or
written, of the Trust provided, that the Agent shall not be indemnified against
any liability to the Trust or to its shareholders (or any expenses incident to
such liability) arising out of the Agent's own willful misfeasance, bad faith
or gross negligence in the performance of its duties hereunder or by reason of
its reckless disregard of its obligations and duties hereunder. In order that
the indemnification provision contained in this paragraph shall apply, it is
understood that if in any case the Trust may be asked to indemnify or save the
Agent harmless, the Trust shall be fully and promptly advised of all pertinent
facts concerning the situation in question, and it is further understood that
the Agent will use all reasonable care to identify and notify the Trust
promptly concerning any situation which presents or appears likely to present
the probability of such a claim for indemnification against the Trust. The
Trust shall have the option to defend the Agent against any claim which may be
the subject of this indemnification and, in the event that the Trust so elects,
it will so notify the Agent and thereupon the Trust shall take over complete
defense for the claim, and the Agent shall in such situation incur no further
legal or other expenses for which it shall seek indemnification under this
paragraph. The Agent shall in no case confess any claim or make any compromise
or settlement in any case in which the Trust will be asked to indemnify the
Agent, except with the Trust's prior written consent.

8. Limitation of Shareholder Liability, etc. The
Agent hereby agrees that obligations assumed by the Trust pursuant to this
Agreement shall be limited in all cases to the Trust and its assets and that
the Agent shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Trust. It is further agreed that the
Agent shall not seek satisfaction of any such obligations from the Board of
Trustees or any individual Trustee of the Trust.

9. Notices. All notices or other communications
hereunder to either party shall be in writing or by confirming telegram, cable,
telex or facsimile sending device. Notices shall be addressed
<PAGE> 4
(a) if to the Trust, at the address of the Trust, or (b) if to the Agent, at
3435 Stelzer Road, Columbus, Ohio 43219.

10. Further Assurances. Each party agrees to perform
such further acts and execute such further documents as are necessary to
effectuate the purposes hereof.

11. Termination. This Agreement will continue in
effect until two years from the date hereof and thereafter for successive
annual periods, provided that such continuance is specifically approved at
least annually (a) by the Trust's Board of Trustees and (b) by the vote, cast
in person at a meeting called for the purpose, of a majority of the Trust's
trustees who are not parties to this Agreement or "interested persons" (as
defined in the 1940 Act) of any such party. This Agreement may be terminated
at any time, without the payment of any penalty, by a vote of a majority of the
Trust's outstanding voting securities (as defined in the 1940 Act) or by a vote
of a majority of the Trust's entire Board of Trustees on 60 days' written
notice to the Agent or by the Agent on (60) days' written notice to the Trust.
Notice of termination of the Shareholder Servicing Plan by the Board of
Trustees, pursuant to which this Agreement has been entered, shall constitute a
notice of termination of this Agreement.

12. Changes; Amendments. This Agreement may be
changed or amended only by written instrument signed by both Parties.

13. Reports. The Agent will provide the Trust or its
designees such information as the Trust or its designees may reasonably request
(including, without limitation, periodic certifications confirming the
provision to Customers of the services described herein), and will otherwise
cooperate with the Trust and its designees (including, without limitation, any
auditors designated by the Trust), in connection with the preparation of
reports to its Board of Trustees concerning this Agreement and the monies paid
or payable under this Agreement, as well as any other reports or filings that
may be required by law.

14. Subcontracting by Agent. The Agent may
subcontract for the performance of the Agent's obligations hereunder with any
one or more persons, including but not limited to any one or more persons which
is an affiliate of the Agent; provided, however, that the Agent shall be as
fully responsible to the Trust for the acts and omissions of any subcontractor
as it would be for its own acts or omissions. The Agent shall notify the Trust
of any such arrangements no later than the next meeting of the Trust's Board of
Trustees following the entry by the Agent into such arrangements.
Notwithstanding this paragraph or paragraph 11 of this Agreement, the Trust
reserves the right to terminate this Agreement immediately or upon such notice
as the Trust, in its sole discretion, determines to give, and without payment
of any penalty, if the Trust notifies the Agent that any subcontractor of the
Agent is unacceptable to the Trust for any reason and the Agent does not
terminate its arrangements with such subcontractor as promptly as reasonably
practicable.
<PAGE> 5
15. Governing Law. This Agreement shall be governed
by the laws of the State of New York.

16. Miscellaneous. The captions in this Agreement are
included for convenience of reference only and in no way define or limit any of
the provisions hereof or otherwise affect their construction or effect. This
Agreement has been executed on behalf of the Trust by the undersigned not
individually, but in the capacity indicated.

INTRUST FUNDS TRUST

By:
------------------------
Title:

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

----------------------------
Financial Institution

By:
------------------------
Title:

<PAGE> 1
EXHIBIT 13

PURCHASE AGREEMENT

INTRUST FUNDS Trust, a Delaware business trust (the "Trust"), and BISYS
Fund Services (the "Distributor"), hereby agree as follows:

1. The Trust hereby offers the Distributor and the Distributor hereby
purchases the following shares, par value $.001 per share, of each portfolio
("Fund") of the Trust; 10,000 shares representing shares in Institutional of
Service Class of Cash Reserve Money Market Fund at $1.00 per share; 10,000
shares representing shares in Institutional Premium Class of Cash Reserve Money
Market Fund at $1.00 per share; 800 shares in Institutional Service Class of
Kansas Tax Exempt Bond Fund at $10.00 per share; 800 shares in Institutional
Premium Class of Kansas Tax Exempt Bond Fund at $10.00 per share; 800 shares
representing shares in Institutional Service Class of Short Term High Quality
Fund at $10.00 per share; 800 shares representing shares in Institutional
Premium Class of Short Term High Quality Fund at $10.00 per share; 800 shares
representing shares in Institutional Service Class of Intermediate Bond Fund at
$10.00 per share; 800 shares representing shares in Institutional Premium Class
of Intermediate Bond Income Fund at $10.00 per share; 800 shares representing
shares in Institutional Service Class of Stock Appreciation Fund at $10.00 per
share; 800 shares representing shares in Institutional Premium Class of Stock
Appreciation Fund at $10.00 per share; 800 shares representing shares in
Institutional Service Class of International Multi-Manager Fund at $10.00 per
share; and 800 shares representing shares in Institutional Premium Class of
International Multi-Manager Fund at $10.00 per share. The Distributor hereby
acknowledges receipt of a purchase confirmation reflecting the purchase of the
Shares and the Trust hereby acknowledges receipt from the Distributor of funds
in the amount of $100,000 in full payment for the shares.

2. The Distributor represents and warrants to the Trust that the Shares
are being acquired for investment purposes and not with a view to the
distribution thereof.

3. The Distributor agrees that if it or any direct or indirect
transferee of the Shares redeems the Shares prior to the fifth anniversary of
the date the Trust begins its investment activities, the Distributor will pay
to the Trust an amount equal to the number resulting from multiplying each
Fund's total unamortized organizational expenses by a fraction, the numerator
of which is equal to the number of Shares redeemed by the Distributor or such
transferee and the denominator of which is equal to the number of shares of
each Fund outstanding as of the date of such redemption, as long as the
administrative position of the staff of the Securities and Exchange Commission
requires such reimbursement.

i
<PAGE> 2

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the 25th day of November, 1996.

INTRUST FUNDS TRUST

Attest:

- ------------------ By:
-------------------------------
Name:
Title:

BISYS FUND SERVICES

Attest:

- ------------------ By:
-------------------------------
Name:
Title: