INTRUST FUNDS TRUST, N-1A EL/A, 1996-12-16

INTRUST FUNDS TRUST
N-1A EL/A, 1996-12-16

Previous: INNOVATIVE MEDICAL SERVICES, 10QSB, 1996-12-16

Next: LYCOS INC, 10-Q, 1996-12-16

<PAGE> 1

As Filed with the Securities and Exchange Commission on December 13, 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. 2 /X/

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

Amendment No. 2

(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.

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

Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until 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

KANSAS TAX-EXEMPT BOND FUND

<TABLE>
<CAPTION>
Part A Prospectus Caption
------ ------------------
<S> <C> <C>
Item 1. Cover Page . . . . . . . . . . . . . . . Cover Page

Item 2. Synopsis . . . . . . . . . . . . . . . . Fund Expenses; Fee Table

Item 3. Condensed Financial
Information . . . . . . . . . . . . . . Not Applicable

Item 4. General Description of
Registrant . . . . . . . . . . . . . . The Investment Policies and Practices of
the Funds

Item 5. Management of the
Fund Management of the Fund

Item 5A. Management's Discussion of
Fund Performance . . . . . . . . . . . . Not Applicable

Item 6. Capital Stock and Other
Securities . . . . . . . . . . . . . . Dividends, Distributions and Federal
Income Tax; Other Information

Item 7. Purchase of Securities
Being Offered . . . . . . . . . . . . . Fund Share Valuation; Pricing and Purchase
of Fund Shares

Item 8. Redemption or
Repurchase . . . . . . . . . . . . . . Redemption of Fund Shares

Item 9. Legal Proceedings . . . . . . . . . . . . Not Applicable
</TABLE>

- i -
<PAGE> 3

INTRUST FUNDS TRUST

Registration Statement on Form N-1A

CROSS REFERENCE SHEET
Pursuant to Rule 495(a)
under the Securities Act of 1933

MONEY MARKET FUND
SHORT-TERM BOND FUND
INTERMEDIATE BOND FUND
STOCK FUND
INTERNATIONAL MULTI-MANAGER STOCK FUND

<TABLE>
<CAPTION>
Part A Prospectus Caption
------ ------------------
<S> <C> <C>
Item 10. Cover Page . . . . . . . . . . . . . . . Cover Page

Item 11. Synopsis . . . . . . . . . . . . . . . . Fund Expenses; Fee Table

Item 12. Condensed Financial
Information . . . . . . . . . . . . . . Not Applicable

Item 13. General Description of
Registrant . . . . . . . . . . . . . . The Investment Policies and Practices of
the Funds

Item 14. Management of the Fund . . . . . . . . . Management of the Funds

Item 5A. Management's Discussion of
Fund Performance . . . . . . . . . . . . Not Applicable

Item 15. Capital Stock and Other
Securities . . . . . . . . . . . . . . Dividends, Distributions and Federal
Income Tax; Other Information

Item 16. Purchase of Securities
Being Offered . . . . . . . . . . . . . Fund Valuation; Pricing and Share Purchase
of Fund Shares

Item 17. Redemption or
Repurchase . . . . . . . . . . . . . . Redemption of Fund Shares

Item 18. Legal Proceedings . . . . . . . . . . . . Not Applicable
</TABLE>

- ii -
<PAGE> 4

MONEY MARKET FUND
SHORT TERM BOND FUND
INTERMEDIATE BOND FUND
STOCK FUND
INTERNATIONAL MULTI-MANAGER STOCK FUND
KANSAS TAX-EXEMPT BOND FUND

<TABLE>
<CAPTION>
Statement of Additional
Part B Information Caption
------------ ----------------------------
<S> <C> <C>
Item 19. Cover Page . . . . . . . . . . . . . . . Cover Page

Item 20. Table of Contents . . . . . . . . . . . . Table of Contents

Item 21. General Information and
History . . . . . . . . . . . . . . . . Not Applicable

Item 22. Investment Objective and
Policies . . . . . . . . . . . . . . . . Investment Policies; Investment
Restrictions

Item 23. Management of the Registrant . . . . . .
Management
Item 24. Control Persons and
Principal Holders of
Securities . . . . . . . . . . . . . . Management

Item 25. Investment Advisory and
Other Services . . . . . . . . . . . . Management; Other Information; Custodian,
Transfer Agent and Dividend Disbursing
Agent; Experts

Item 26. Brokerage Allocation . . . . . . . . . . Portfolio Transactions

Item 27. Capital Stock and Other
Securities . . . . . . . . . . . . . . Other Information; Capitalization; Voting
Rights

Item 28. Purchase, Redemption and
Pricing of Securities
Being Offered . . . . . . . . . . . . . Pricing and Purchase of Fund Shares (Part
A); Redemption of Fund Shares (Part A);
Determination of Net Asset Value

Item 29. Tax Status . . . . . . . . . . . . . . . Taxation
</TABLE>

- iii -
<PAGE> 5

<TABLE>
<CAPTION>
Statement of Additional
Part B Information Caption
----------- -----------------------------------
<S> <C> <C>
Item 30. Underwriters . . . . . . . . . . . . . . Management

Item 31. Calculation of Performance
Data . . . . . . . . . . . . . . . . . Yields and Performance Information

Item 32. Financial Statements . . . . . . . . . . Not Applicable
</TABLE>

- iv -
<PAGE> 6
Part C

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C of this Registration
Statement.

- v -
<PAGE> 7
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION DATED DECEMBER 13, 1996

INTRUST FUNDS TRUST

3435 STELZER ROAD, COLUMBUS, OHIO 43219
GENERAL AND ACCOUNT INFORMATION:

(888) 266-8787

KANSAS TAX-EXEMPT BOND FUND

INSTITUTIONAL SERVICE CLASS AND
INSTITUTIONAL PREMIUM CLASS PROSPECTUS
INTRUST BANK, N.A.--INVESTMENT ADVISER
(" INTRUST" OR THE "ADVISER")
BISYS FUND SERVICES--ADMINISTRATOR, SPONSOR AND DISTRIBUTOR
("BISYS")

This Prospectus describes the Kansas Tax-Exempt Bond Fund (the
"Fund") managed by INTRUST. The Fund seeks to provide current income exempt
from Federal and Kansas taxation.

The Fund offers two classes of shares--the Institutional
Service Class and Institutional Premium Class Shares. See "Other Information
- -- Capitalization." The Fund is a separate investment fund of INTRUST Funds
Trust (the "Trust"), a Delaware business trust and registered open-end,
management investment company.

A Statement of Additional Information (the "SAI"), dated
December ____,1996 containing additional and more detailed information about
the Fund has been filed with the Securities and Exchange Commission ("SEC") and
is hereby incorporated by reference into this Prospectus. It is available
without charge and can be obtained by writing or calling the Fund at the
address and information number printed above.

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

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Date of this Prospectus is December __, 1996
<PAGE> 8

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
FUND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

FEE TABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

THE INVESTMENT POLICIES AND PRACTICES OF THE FUND . . . . . . . . . . 4

MANAGEMENT OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . 7

FUND SHARE VALUATION . . . . . . . . . . . . . . . . . . . . . . . 10

PURCHASE OF FUND SHARES . . . . . . . . . . . . . . . . . . . . . . 11

MINIMUM PURCHASE REQUIREMENTS . . . . . . . . . . . . . . . . . . . 11

EXCHANGE OF FUND SHARES . . . . . . . . . . . . . . . . . . . . . . 12

REDEMPTION OF FUND SHARES . . . . . . . . . . . . . . . . . . . . . 12

DIVIDENDS, DISTRIBUTIONS AND FEDERAL INCOME TAX . . . . . . . . . . 14

INVESTMENT RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . 15

RISKS OF INVESTING IN THE FUND . . . . . . . . . . . . . . . . . . 16

OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 17

APPENDIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
</TABLE>

-i-
<PAGE> 9
FUND EXPENSES

The following expense table lists the costs and expenses that an
investor in the Fund will incur either directly or indirectly as a shareholder
of the Fund. The information is based upon estimated expenses during the first
year of operations.(1)

FEE TABLE

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES INSTITUTIONAL SERVICE CLASS INSTITUTIONAL PREMIUM CLASS
<S> <C> <C>
Maximum Sales Load Imposed on
Purchases (as a percentage of
offering price) . . . . . . . . . . None None

Maximum Sales Load Imposed on
Reinvested Dividends (as a percentage
of offering price) . . . . . . . . . None None
Deferred Sales Load (as a percentage
of redemption proceeds) . . . . . . None None
Redemption Fees(2) . . . . . . . . . None None
Exchange Fees . . . . . . . . . . . None None

ANNUAL FUND OPERATING EXPENSES (as a
percentage of average net assets)
Management Fees (after waivers and
reimbursements)(3) . . . . . . . . . 0.00% 0.30%
12b-1 Fees (after waiver)(4) . . . . 0.00% 0.00%

Other Expenses (after waivers and
reimbursements)(3) . . . . . . . . . 0.21% 0.95%(5)
----- -----
Total Portfolio Operating Expenses
(after waivers and reimbursements)(3) 0.21% 1.25
===== ====
</TABLE>

The purpose of this table is to assist a shareholder in understanding the
various costs and expenses that an investor in the Fund will bear.

Example:*

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

(1) Shares are offered only to certain institutional investors or other
investors who at the time of purchase have a balance of $1,000 or more
invested in any of the INTRUST Funds, are purchasers through a trust,
investment manager, or account managed or administered by the Adviser,
are employees or ex-employees of INTRUST Financial Corporation or any
of its affiliates, employees of BISYS, or any other service provider,
or employees of any trust customer of INTRUST Financial Corporation or
any of its affiliates.

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

(3) The adviser has committed to waive fees and/or reimburse expenses to
maintain Total Portfolio Operating Expenses for the Institutional
Service Class at 0.21% for the Fund's first year of operation. Absent
such waivers and reimbursements, Management Fees would be 0.30%, Other
Expenses would be 0.45% and Total Portfolio Operating Expenses would be
0.75% for this class.

(4) The fee under the Fund's Distribution Plan and Agreement is calculated
on the basis of average net assets of the Fund at an annual rate not to
exceed 0.25%. The Fund will not incur any distribution expenses during
its first year of operation.

(5) Other Expenses of the Institutional Premium Class are higher than Other
Expenses for the Institutional Service Class because of a shareholder
servicing charge of up to 0.50% of average daily net assets. The
shareholder servicing charge is imposed for recordkeeping,
communication with and education of shareholders, fiduciary services
(excluding investment management) and asset allocation services.
Compensation to salespersons may vary depending upon whether
Institutional Service Class or Institutional Premium Class shares are
sold.

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

<PAGE> 10
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% gross annual return and (2) redemption at the end of each
time period:

<TABLE>
<CAPTION>
INSTITUTIONAL SERVICE CLASS SHARES INSTITUTIONAL PREMIUM CLASS SHARES
----------------------------------- ----------------------------------
<S> <C> <C>
1 year . . . . . . . . . $ 2 $ 13
3 years . . . . . . . . $ 7 $ 40

Without waivers and reimbursements

1 year . . . . . . . . . $ 8 $ 13
3 years . . . . . . . . $ 24 $ 40
</TABLE>

-2-
<PAGE> 11
HIGHLIGHTS

This Prospectus describes the Kansas Tax-Exempt Bond Fund (the "Fund")
managed by INTRUST. The Fund has distinct investment objectives and policies.

THE FUND'S INVESTMENT OBJECTIVE

The investment objective of the Fund is to preserve capital while
producing current income for the investor that is exempt from both federal and
Kansas state income taxes. The Fund invests primarily in municipal obligations
with maturities generally ranging 1 to 15 years. It is the intent of the
Adviser to maintain an effective average weighted maturity between 7 and 12
years. As a fundamental policy, at least 80% of the Fund's net assets will be
invested in tax-exempt securities. At least 65% of the Portfolio's total
assets will be invested in municipal obligations exempt from Kansas state
income taxes.

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

RISKS OF INVESTING IN THE FUND

The price per share of the Fund will fluctuate with changes in value
of the investments held by the Fund. The Kansas Tax-Exempt Bond Fund may
concentrate its investments in securities of Kansas governmental issuers and
may therefore be affected by political, economic or regulatory factors that may
impair the ability of Kansas issuers to pay interest on or to repay the
principal of their debt obligations, for example, financial difficulties of
Kansas, its counties, municipalities and school districts. See "Risks of
Investing in the Fund" and "Kansas Risk Factors" in the SAI. Additionally,
there can be no assurance that the Fund will achieve its investment objective
or be successful in preventing or minimizing the risk of loss that is inherent
in investing in particular types of securities.

MANAGEMENT OF THE FUND

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

BISYS Funds Services acts as administrator and sponsor to the Fund.
For its services, BISYS receives a fee from the Fund based on the Fund's
average daily net assets. See "Management of the Fund" in this Prospectus.
BISYS distributes the Fund's shares and may be reimbursed for certain of its
distribution-related expenses.

GUIDE TO INVESTING IN THE INTRUST FAMILY OF FUNDS

Purchase orders for the Fund received by your broker or Service
Organization in proper form prior to 4:00 p.m., Eastern time.

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

The Fund is purchased at net asset value.

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

-3-
<PAGE> 12
<TABLE>
<S> <C> <C>
- Minimum initial exchange . . . . . . . . . . . . . . . . $ 500
(No minimum for subsequent exchanges)
</TABLE>

Shareholders may redeem shares by telephone, mail or wire.
Shareholders may not redeem shares by facsimile.

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

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

- Distributions for the Fund are paid monthly.

THE INVESTMENT POLICIES AND PRACTICES OF THE FUND

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

The Fund follows its own investment policies and practices, including
certain investment restrictions. The SAI contains specific investment
restrictions which govern the Fund's investments. Several of those
restrictions and the Fund's investment objectives are fundamental policies,
which means that they may not be changed without a majority vote of
shareholders of the Fund. Except for the objectives and those restrictions
specifically identified as fundamental, all other investment policies and
practices described in this Prospectus and in the SAI are not fundamental, so
that the Board of Trustees of the Trust may change them without shareholder
approval.

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

The Adviser selects investments and makes investment decisions based
on the investment objective and policies of the Fund. The following is a
description of investment practices of the Fund and securities in which it
invests.

Under normal conditions, the Fund will invest at least 80% of its net
assets in municipal obligations which produce interest that is, in the opinion
of bond counsel, exempt from federal income tax (collectively "Municipal
Obligations"). This investment policy is a fundamental policy of the Fund. At
least 65% of the Fund's total assets will be invested in Municipal Obligations
which are exempt from Kansas state income taxes. The remainder of the Fund may
be invested in Municipal Obligations of other states. Under normal conditions,
the Fund will also invest at least 80% of its net assets in securities the
income from which is not subject to the alternative minimum tax. Although it
has no present intention of doing so, the Fund may invest up to 20% of its
assets in taxable securities for defensive purposes or when sufficient tax
exempt securities considered appropriate by the Adviser are not available for
purchase.

The market value of the Fund's fixed income investments will change in
response to interest rate changes and other factors. During periods of falling
interest rates, the values of outstanding fixed income securities generally
rise. Conversely, during periods of rising interest rates, the values of such
securities generally decline. Changes by recognized rating agencies in the
rating of any fixed income security and in the ability of an issuer to make
payments of interest and principal also affect the value of these investments.
Changes in the value of portfolio securities will not necessarily affect cash
income derived from these securities, but will affect the Fund's net asset
value.

The Fund will maintain a dollar-weighted average portfolio maturity of
7 years to 12 years. However, when the Adviser determines that the market
conditions so warrant, the Fund can maintain an average weighted maturity of
less than 7 years.

-4-
<PAGE> 13

The Fund may purchase the following types of municipal obligations,
but only if such securities, at the time of purchase, either have the requisite
rating, or, if not rated, are of comparable quality as determined by the
Adviser: (i) municipal bonds rated A or better by Standard and Poor's
Corporation ("S&P") or Moody's Investors Service, Inc. ("Moody's"), and a
maximum of 10% of the Fund's total assets in municipal bonds rated BBB by S&P
or Baa by Moody's; (ii) municipal notes rated at least SP-2 by S&P or MIG-2 or
V-MIG-2 by Moody's; and (iii) tax-exempt commercial paper rated at least A-1 by
S&P or Prime-1 by Moody's. Municipal notes rated SP-2 by S&P have satisfactory
capacity to pay principal and interest; notes rated MIG-2 or VMIG-2 by Moody's
are considered to be of high quality. Bonds rated BBB by S&P have an adequate
capacity to pay interest and repay principal; bonds rated Baa by Moody's are
considered to be medium-grade obligations (i.e., neither highly protected nor
poorly secured) and have speculative characteristics. Capacity for timely
payment on commercial paper with the S&P designation of A-2 is satisfactory and
commercial paper issuers rated Prime-2 by Moody's have a strong ability for
repayment of senior short-term debt obligations. See the Appendix for a more
complete description of securities ratings.

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

Municipal Commercial Paper. Municipal commercial paper is a debt
obligation with a stated maturity of one year or less which is issued to
finance seasonal working capital needs or as short-term financing in
anticipation of longer-term debt.

Municipal Notes. Municipal notes are generally sold as interim
financing in anticipation of the collection of taxes, a bond sale or receipt of
other revenue. Municipal notes generally have maturities at the time of
issuance of one year or less.

Municipal Bonds. Municipal bonds generally have a maturity at the
time of issuance of more than one year. Municipal bonds may be issued to raise
money for various public purposes -- such as constructing public facilities and
making loans to public institutions. There are generally two types of
municipal bonds: general obligation bonds and revenue bonds. General
obligation bonds are backed by the taxing power of the issuing municipality and
are considered the safest type of municipal bond. Revenue bonds are backed by
the revenues of a project or facility -- tolls from a toll road, for example.
Certain types of municipal bonds are issued to obtain funding for privately
operated facilities. Industrial development revenue bonds (which are private
activity bonds) are a specific type of revenue bond backed by the credit and
security of a private user, and therefore investments in these bonds have more
potential risk.

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

STRIPS and Zero Coupon Securities. The Fund may invest in separately
traded principal and interest components of securities backed by the full faith
and credit of the United States Treasury. The principal and interests
components of United States Treasury bonds with remaining maturities of longer
than ten years are eligible to be traded independently under the Separate
Trading of Registered Interest and Principal of Securities ("STRIPS") program.
Under the STRIPS program, the principal and interest components are separately
issued by the United States Treasury at the request of depository financial
institutions, which then trade the component parts separately. The interest
component of STRIPS may be more volatile than that of United States Treasury
bills with comparable maturities. The Funds will not actively trade in STRIPS.

-5-
<PAGE> 14
The Fund may invest in zero coupon securities. A zero coupon security
pays no interest to its holder during its life and is sold at a discount to its
face value at maturity. The market prices of zero coupon securities generally
are more volatile than the market prices of securities that pay interest
periodically and are more sensitive to changes in interest rates than non-zero
coupon securities having similar maturities and credit qualities.

Variable Rate Demand Obligations. Variable rate demand obligations
have a maturity in the five to twenty year range but carry with them the right
of the holder to put the securities to a remarketing agent or other entity on
short notice, typically seven days or less. Generally, the remarketing agent
will adjust the interest rate every seven days (or at other intervals
corresponding to the notice period for the put), in order to maintain the
interest rate at the prevailing rate for securities with a seven-day maturity.
The remarketing agent is typically a financial intermediary that has agreed to
perform these services. Variable rate master demand obligations permit the
Fund to invest fluctuating amounts at varying rates of interest pursuant to
direct arrangements between the Fund, as lender, and the borrower. Because the
obligations are direct lending arrangements between the Fund and the borrower,
they will not generally be traded, and there is no secondary market for them,
although they are redeemable (and thus immediately repayable by the borrower)
at principal amount, plus accrued interest, at any time. The borrower also may
prepay up to the full amount of the obligation without penalty. While master
demand obligations, as such, are not typically rated by credit rating agencies,
if not so rated, the Fund may, under its minimum rating standards, invest in
them only if, in the opinion of the Adviser, they are of an investment quality
comparable to other debt obligations in which the Fund may invest and are
within the credit quality policies, guidelines and procedures established by
the Board of Trustees. See the SAI for further details on variable rate demand
obligations and variable rate master demand obligations.

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

"When-Issued" and "Forward Commitment" Transactions. The Fund may
purchase securities on a when-issued and delayed-delivery basis and may
purchase or sell securities on a forward commitment basis. When-issued or
delayed-delivery transactions arise when securities are purchased by the Fund
with payment and delivery taking place in the future in order to secure what is
considered to be an advantageous price and yield to the Fund at the time of
entering into the transaction. A forward commitment transaction is an
agreement by the Fund to purchase or sell securities at a specified future
date. When the Fund engages in these transactions, the Fund relies on the
buyer or seller, as the case may be, to consummate the sale. Failure to do so
may result in the Fund missing the opportunity to obtain a price or yield
considered to be advantageous. When-issued and delayed-delivery transactions
and forward commitment transactions may be expected to occur a month or more
before delivery is due. However, no payment or delivery is made by the Fund
until it receives payment or delivery from the other party to the transaction.
A separate account of liquid assets equal to the value of purchase commitments
will be maintained until payment is made. A separate account containing only
liquid assets, such as cash, U.S. Government Securities, or other liquid high
grade debt obligations equal to the value of purchase commitments will be
maintained with the Fund's custodian until payment is made. Such transactions
have the effect of leverage on the Fund and may contribute to volatility of the
Fund's net asset value. For further information, see the SAI.

Loans of Portfolio Securities. To increase current income, the Fund
may lend its portfolio securities in an amount up to 33 1/3% of the Fund's
total assets to brokers, dealers and financial institutions, provided certain
conditions are met, including the condition that each loan is secured
continuously by collateral maintained on a daily mark-to-market basis in an
amount at least equal to the current market value of the securities loaned.

Repurchase Agreements. Although it has no present intention of doing
so, the Fund may enter into repurchase agreements with U.S. banks and
broker-dealers under which it acquires securities and obtains a simultaneous
commitment from the seller to repurchase the securities at a specified time and
at an agreed upon yield. The agreements will be fully collateralized and the
value of the collateral, including accrued interest, marked-to-market daily.
The agreements may be considered to be loans made by the purchaser,
collateralized by the underlying securities. If the seller should default on
its obligation to repurchase the securities, the Fund may experience a loss of
income from the loaned securities and a decrease in the value of any collateral
maintained, problems in exercising its rights to the

-6-
<PAGE> 15
underlying securities and costs and time delays in connection with the
disposition of securities. The Fund may not invest more than 10% of its net
assets in repurchase agreements maturing in more than seven business days and
in securities for which market quotations are not readily available. For more
information about repurchase agreements, see "Investment Policies" in the SAI.

Taxable Securities. The taxable instruments in which the Fund may
invest consist of U.S. Treasury obligations; obligations issued or guaranteed
by the U.S. Government or by its agencies or instrumentalities whether or not
backed by the full faith and credit of the U.S. Government; certificates of
deposit, bankers acceptances and time deposits of U.S. commercial banks or
savings and loan institutions (not including foreign branches of U.S. banks or
U.S. branches of foreign banks) which are members of the Federal Reserve
System, the Federal Deposit Insurance Corporation or the Federal Savings and
Loan Insurance Corporation and which have total assets of $1 billion or more as
shown on their last published financial statements at the time of investment;
and repurchase agreements involving any of the foregoing obligations.

Portfolio Turnover. The Fund generally will not engage in the trading
of securities for the purpose of realizing short-term profits, but the Fund
will adjust its portfolio as it deems advisable in view of prevailing or
anticipated market conditions or fluctuations in interest rates to accomplish
its respective investment objective. For example, the Fund may sell portfolio
securities in anticipation of an adverse market movement. Other than for tax
purposes, frequency of portfolio turnover will not be a limiting factor if the
Fund considers it advantageous to purchase or sell securities. The Fund does
not anticipate that the annual portfolio turnover rate will be in excess of
150%. A high rate of portfolio turnover involves correspondingly greater
transaction expenses than a lower rate, which expenses must be borne by the
Fund and its shareholders. High portfolio turnover rates may also make it more
difficult for the Fund to satisfy the requirement for qualification as a
regulated investment company under the Internal Revenue Code of 1986, as
amended (the "Code"), that less than 30% of the Fund's gross income in any tax
year be derived from gains on the sale of securities held for less than three
months.

MANAGEMENT OF THE FUND

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

THE ADVISER: INTRUST BANK, N.A.

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

The Adviser is a majority-owned subsidiary of INTRUST Financial
Corporation (formerly First Bancorp of Kansas), a bank holding company. The
Adviser is a national banking association which provides a full range of
banking and trust services to clients. As of September 30, 1996, total assets
under management were approximately $1.17 billion. The Adviser's principal
place of business is located at 105 North Main Street, Box One, Wichita, Kansas
67201.

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

The Adviser is entitled to a fee, which is calculated daily and paid
monthly, at an annual rate of 0.30% of the average daily net assets of the
Fund. The Adviser may waive its fee, in its discretion, for competitive
purposes. In addition, the Adviser has voluntarily agreed to waive a portion
of its fee and reimburse the Fund if necessary to limit

-7-
<PAGE> 16

the total operating expenses of the Institutional Service Class shares of the
Fund to not more than 0.21% of the average daily net assets of the
Institutional Service Class shares of the Fund for the Fund's first year of
operation.

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

THE SPONSOR AND DISTRIBUTOR

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

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

ADMINISTRATIVE SERVICES

The Fund has also entered into an Administrative Services Contract
with BISYS pursuant to which BISYS provides certain management and
administrative services necessary for the Fund's operations, including: (i)
general supervision of the operation of the Fund, including coordination of the
services performed by the Fund's Adviser, transfer agent, custodian,
independent accountants and legal counsel, regulatory compliance, including the
compilation of information for documents such as reports to, and filings with,
the SEC and state securities commissions, and preparation of proxy statements
and shareholder reports for the Fund; (ii) general supervision relative to the
compilation of data required for the preparation of periodic reports
distributed to the Fund's officers and Board of Trustees; and (iii) furnishing
office space and certain facilities required for conducting the business of the
Fund. For these services, BISYS receives from the Fund a fee, payable monthly,
at the annual rate of 0.20% of the Fund's average daily net assets. Pursuant
to a Services Agreement between the Trust and the Administrator, BISYS assists
the Trust with certain transfer and dividend disbursing agent functions and
receives a fee of $15 per account per year plus out-of-pocket expenses.
Pursuant to a Fund Accounting Agreement between the Trust and the
Administrator, the Administrator assists the Trust in calculating net asset
values and provides certain other accounting services for each Fund described
therein, for an annual fee of $30,000 per Fund plus out-of-pocket expenses.

SERVICE ORGANIZATIONS

Various banks, trust companies, broker-dealers (other than BISYS) or
other financial organizations (collectively, "Service Organizations") also may
provide administrative services for the Fund, such as maintaining shareholder
accounts and records. The Fund may pay fees to Service Organizations (which
vary depending upon the services provided) in amounts up to an annual rate of
0.05% of the daily net asset value of the Fund's shares owned by shareholders
with whom the Service Organization has a servicing relationship. Institutional
Premium Class shares may pay additional fees in amounts up to an annual rate of
0.50% of the daily net asset value of the Fund's shares owned by shareholders
with whom the Service Organization has a servicing relationship for
recordkeeping, communicating with and education of shareholders, fiduciary
services (excluding investment management) and asset allocation services.

Some Service Organizations may impose additional or different
conditions on their clients, such as requiring their clients to invest more
than the Fund's minimum initial or subsequent investments or charging a direct
fee for servicing. If imposed, these fees would be in addition to any amounts
which might be paid to the Service Organization

-8-
<PAGE> 17
by the Fund. Each Service Organization has agreed to transmit to its clients a
schedule of any such fees. Shareholders using Service Organizations are urged
to consult with them regarding any such fees or conditions.

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

The Fund has adopted a Rule 12b-1 Distribution Plan and Agreement (the
"Plan") pursuant to which the Fund may reimburse the Distributor on a monthly
basis for costs and expenses of the Distribution in connection with the
distribution and marketing of shares. These costs and expenses, which are
subject to a maximum limit of 0.25% per annum of the average daily net assets
of the Fund, include (i) advertising by radio, television, newspapers,
magazines, brochures, sales literature, direct mail or any other form of
advertising, (ii) expenses of employees or agents of the Distributor, including
salary, commissions, travel and related expenses, (iii) payments to
broker-dealers and financial institutions for services in connection with the
distribution of shares, including promotional incentives and fees calculated
with reference to the average daily net asset value of shares held by
shareholders who have a brokerage or other service relationship with the
broker-dealer or other institution receiving such fees, (iv) costs of printing
prospectuses, statements of additional information and other materials to be
given or sent to prospective investors, (v) such other similar services as the
Trustees determine to be reasonably calculated to result in the sale of shares
of the Fund, (vi) costs of shareholder servicing which may be incurred by
broker-dealers, banks or other financial institutions, and (vii) other direct
and indirect distribution-related expenses, including the provision of services
with respect to maintaining the assets of the Fund. The Fund will pay all
costs and expenses in connection with the preparation, printing and
distribution of its Prospectus to current shareholders and the operation of its
Plan, including related legal and accounting fees. The Fund will not be liable
for distribution expenditures made by the Distributor in any given year in
excess of the maximum amount payable under the Plan for that Fund year.

OTHER EXPENSES

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

PORTFOLIO TRANSACTIONS

Pursuant to the Investment Advisory Contract, the Adviser places
orders for the purchase and sale of portfolio investments for the Fund's
accounts with brokers or dealers selected by it in its discretion.

In effecting purchases and sales of portfolio securities for the
account of the Fund, the Adviser will seek the best available price and most
favorable execution of the Fund's orders. Trading does, however, involve
transaction costs. Purchases of underwritten issues may be made, which will
include an underwriting fee paid to the underwriter. The Adviser may cause the
Fund to pay commissions higher than another broker-dealer would have charged if
the Adviser believes the commission paid is reasonable in relation to the value
of the brokerage and research services

-9-
<PAGE> 18
received by the Adviser. Broker-dealers are selected on the basis of a variety
of factors such as reputation, capital strength, size and difficulty of order,
sale of Fund shares and research provided to the Adviser.

FUND SHARE VALUATION

The net asset value per share of the Fund is calculated at 4:00 p.m.
(Eastern time), Monday through Friday, on each day the New York Stock Exchange
is open for trading (a "Business Day"), which excludes the following business
holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The net asset
value per share of each class of the Fund is computed by dividing the value of
the net assets of each class (i.e., the value of the assets less the
liabilities) by the total number of the outstanding shares of each class. All
expenses, including fees paid to the Adviser, Administrator and Distributor,
are accrued daily and taken into account for the purpose of determining the net
asset value. Between classes, expenses are allocated proportionally based on
the net asset value of each class, except class specific expenses which are
allocated directly to the separate class.

Purchases and sales of securities will often be principal transactions
in the case of debt securities and equity securities traded otherwise than on
an exchange. The purchase or sale of equity securities will frequently involve
the payment of a commission to a broker-dealer who effects the transaction on
behalf of a Fund. Debt securities normally will be purchased or sold from or
to issuers directly or to dealers serving as market makers for the securities
at a net price. Under the 1940 Act, persons affiliated with INTRUST, the
Funds or BISYS Fund Services are prohibited from dealing with the Funds as a
principal in the purchase and sale of securities except in accordance with
regulations adopted by the SEC. The Funds may purchase Municipal Obligations
from underwriting syndicates of which INTRUST,the Distributor or other
affiliate is a member under certain conditions in accordance with the
provisions of a rule adopted under the 1940 Act. Under the 1940 Act, persons
affiliated with INTRUST, the Funds or BISYS Fund Services may act as a broker
for the Funds. In order for such persons to effect any portfolio transactions
for the Funds, the commissions, fees or other remuneration received by such
persons must be reasonable and fair compared to the commissions, fees or other
remunerations paid to other brokers in connection with comparable transactions
involving similar securities being purchased or sold on an exchange during a
comparable period of time. This standard would allow the affiliate to receive
no more than the remuneration which would be expected to be received by an
unaffiliated broker in a commensurate arms-length transaction. The Trustees of
the Trust regularly review the commissions paid by the Funds to affiliated
brokers.

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

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

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

-10-
<PAGE> 19
PURCHASE OF FUND SHARES

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

All funds received by the Fund are invested in full and fractional
shares of the Fund. Certificates for shares are not issued. BISYS maintains
records of each shareholder's holdings of Fund shares, and each shareholder
receives a statement of transactions, holdings and dividends. The Fund does
not accept third-party or foreign checks.

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

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

Orders received by your broker or Service Organization for the Fund in
proper order prior to the determination of net asset value and transmitted to
the Distributor prior to the close of its Business Day (which is currently 4:00
p.m., Eastern time), will become effective that day. Brokers who receive
orders are obligated to transmit them promptly. You should receive written
confirmation of your order within a few days of receipt of instructions from
your broker.

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

INTRUST FUNDS TRUST
P.O. Box 182498
Columbus, OH 43218-2498

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

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

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

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

MINIMUM PURCHASE REQUIREMENTS

The minimum initial investment in the Fund is $1,000 unless the
investor is a purchaser who at the time of purchase, has a balance of
$1,000 or more in any of the INTRUST Funds, is a purchaser through a trust
investment manager or account manager or is administered by INTRUST, is an
employee or an ex-employee of INTRUST Financial Corporation or is an employee
of any of its affiliates, BISYS or any other service provider, or is an
employee of any trust customer of INTRUST Financial Corporation or any of its
affiliates. Any subsequent investments must be

-11-
<PAGE> 20
at least $50. All initial investments should be accompanied by a completed
Purchase Application. A Purchase Application accompanies this Prospectus. The
Fund reserves the right to reject purchase orders.

EXCHANGE OF FUND SHARES

The Fund offers two convenient ways to exchange shares in one Fund for
shares in another Fund in the Trust. Before engaging in an exchange
transaction, a shareholder should read carefully the Prospectus describing the
Fund into which the exchange will occur, which is available without charge and
can be obtained by writing to BISYS Fund Services, 3435 Stelzer Road, Columbus,
Ohio 43219 or by calling (888) 266-8787. A shareholder may not exchange
shares of one Fund for shares of another Fund if both or either are not
qualified for sale in the state of the shareholder's residence. The minimum
amount for an initial exchange is $500. No minimum is required in subsequent
exchanges. The Trust may terminate or amend the terms of the exchange
privilege at any time.

An exchange is taxable as a sale of a security on which a gain or loss
may be recognized. Shareholders should receive written confirmation of the
exchange within a few days of the completion of the transaction. Shareholders
will receive at least 60 days' prior written notice of any modification or
termination of the exchange privilege.

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

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

Automatic Investment Program. An eligible shareholder may also
participate in the Automatic Investment Program, an investment plan that
automatically debits money from the shareholder's bank account and invests it
in one or more of the Funds in the Trust through the use of electronic funds
transfers or automatic bank drafts. Shareholders may elect to make subsequent
investments by transfers of a minimum of $500 on either the fifth or twentieth
day of each month into their established Fund account. Contact the Funds for
more information about the Automatic Investment Program.

REDEMPTION OF FUND SHARES

Redemption of shares purchased by check will be effected immediately
upon clearance of the purchase check, which may take up to 15 days after those
shares have been credited to the shareholder's account. Shareholders may avoid
this delay by investing through wire transfers of Federal funds. During the
period prior to the time the shares are

-12-
<PAGE> 21
redeemed, dividends on the shares will continue to accrue and be payable and
the shareholder will be entitled to exercise all other beneficial rights of
ownership.

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

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

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

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

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

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

By Wire. You may redeem your shares by contacting the Fund by mail or
telephone and instructing them to send a wire transmission to your personal
bank.

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

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

-13-
<PAGE> 22
account. A shareholder may request that these payments be sent to a
predesignated bank or other designated party. Capital gains and dividend
distributions paid to the account will automatically be reinvested at net asset
value on the distribution payment date.

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

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

DIVIDENDS, DISTRIBUTIONS AND FEDERAL INCOME TAX

The Fund intends to distribute to its shareholders substantially all
of their net tax-exempt interest income and their investment company taxable
income (which includes, among other items, dividends and taxable interest in
excess of expenses and, if any, net short-term capital gains over net long-term
capital losses). The Fund will declare distributions of such income daily and
pay those dividends monthly. The Fund intends to distribute, at least
annually, substantially all net capital gain (the excess of net long-term
capital gains over net short-term capital losses). In determining amounts of
capital gains to be distributed, any capital loss carryovers from prior years
will be applied against capital gains.

On _________, shareholders of the SEI Kansas Tax Free Income Portfolio
(the "SEI Fund") voted to reorganize with and into the Fund (the
"Reorganization"). As part of the Reorganization, the Fund received
securities that are appropriate investments in exchange for shares of the Fund.
The Reorganization may result in adverse tax consequences under certain
circumstances to either the investors transferring shares of the SEI Fund for
shares of the Fund ("Reorganizing Shareholders") or to investors who acquire
shares of the Fund after a transfer ("new shareholders"). As a result of the
Reorganization, the Fund acquired some securities that have appreciated in
value or depreciated in value from the date they were acquired. If appreciated
securities are sold after the Reorganization, the amount of the gain would be
taxable to new shareholders as well as to reorganizing shareholders. The
effect of this for new shareholders would be to tax them on a distribution that
represents a return of the purchase price of their shares rather than an
increase in the value of their investment. The effect on Reorganizing
Shareholders would be to reduce their potential liability for tax on capital
gains by spreading it over a larger asset base. The opposite may occur if the
Fund acquires securities having an unrealized capital loss. In that case,
Reorganizing Shareholders will be unable to utilize the loss to offset gains,
but, because a Reorganization will not result in any gains, the inability of
Reorganizing Shareholders to utilize unrealized losses will have no immediate
tax effect. For new shareholders, to the extent that unrealized losses are
realized by the Fund, new shareholders may benefit by any reduction in net tax
liability attributable to the losses.

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

Distributions will be paid in additional Fund shares based on the net
asset value at the close of business on the payment date of the distribution,
unless the shareholder elects in writing, not less than five full business days
prior to the record date, to receive such distributions in cash. Dividends
declared in, and attributable to, the preceding month will be paid within five
business days after the end of each month. Shares purchased will begin earning
dividends on the day after the purchase order is executed, and shares redeemed
will earn dividends through the day the redemption is executed. Investors who
redeem all or a portion of Fund shares prior to a dividend payment date will be
entitled on the next dividend payment date to all dividends declared but unpaid
on those shares at the time of their redemption.

The Fund intends to be treated as a regulated investment company under
the Internal Revenue Code of 1986 (the "Code"). As such, the Fund generally
will not pay Federal income tax on the income and gains the Fund pays as
dividends to its shareholders. In order to avoid a 4% Federal excise tax, the
Fund intends to distribute each year all of its income and gains.

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

Tax-exempt interest on private activity bonds and exempt-interest
dividends attributable to private activity bonds generally are treated as tax
preference items for purposes of the Federal alternative minimum tax. The Fund
may

-14-
<PAGE> 23
purchase private activity bonds, such as industrial development bonds that may
be subject to the alternative minimum tax.

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

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

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

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

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

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

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

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

For additional information relating to taxation, see the SAI.

INVESTMENT RESTRICTIONS

The Fund also operates under certain investment restrictions. Certain
of the Fund's investment restrictions are set forth below. For a complete list
of all the Fund's investment restrictions, see the section in the Fund's SAI
entitled "Investment Restrictions." The following investment restrictions are
fundamental policies of the Fund, which can be changed only when permitted by
law and approved by a majority of the Fund's outstanding voting securities.
The non-fundamental investment restrictions can be changed by approval of a
majority of the Board of Trustees. A "majority of the outstanding voting
securities" means the lesser of (i) 67% of the shares represented at a meeting
at which more

-15-
<PAGE> 24

than 50% of the outstanding shares are represented in person or by proxy or
(ii) more than 50% of the outstanding shares. See "Other Information--Voting"
herein

(1) The Fund may not borrow money or pledge or mortgage its assets,
except that the Fund may enter into reverse repurchase agreements or borrow
from banks up to 10% of the current value of its total net assets for temporary
or emergency purposes and those borrowings may be secured by the pledge of not
more than 15% of the current value of the Fund's total net assets (but
investments may not be purchased by the Fund while any such borrowings exist).

(2) The Fund may not make loans, except that the Fund may enter into
repurchase agreements with respect to portfolio securities and may purchase the
types of debt instruments described in this Prospectus.

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

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

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

RISKS OF INVESTING IN THE FUND

CERTAIN RISK CONSIDERATIONS

The price per share of the Fund will fluctuate with changes in value
of the investments held by the Fund. For example, the value of shares of the
Fund will generally fluctuate inversely with the movements in interest rates.

There is, of course, no assurance that the Fund will achieve its
investment objective or be successful in preventing or minimizing the risk of
loss that is inherent in investing in particular types of investment products.
In order to attempt to minimize that risk, the Adviser monitors developments in
the economy, the securities markets, and with each particular issuer.

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

Kansas ranks as the 14th largest state in terms of size with an area
in excess of 82,000 square miles. As of 1994 population is estimated to be
2,554,047 which is up from a population of 2,477,588 in 1990. This represents
a percentage increase of 3.1%. In comparison, the growth in population in the
U.S. was 4.7%.

Kansas' economy is based primarily on agriculture, manufacturing, and
services. Kansas projected a positive general fund balance for its 1996 fiscal
year (on estimated general fund revenues of approximately $3.367 billion).
Currently there are no general obligation ratings for Kansas.

Obligations of issuers of Kansas Municipal Obligations are subject to
the provisions of bankruptcy, insolvency and other laws affecting the rights
and remedies of creditors, such as the Federal Bank Reform Act of 1978. In
addition, the obligations of such issuers may become subject to the laws
enacted in the future by Congress or the Kansas legislatures or by referenda
extending the time for payment of principal and/or interest, or imposing other
constraints upon enforcement of such obligations or upon municipalities to levy
taxes. There is also the possibility that, as a result of legislation,
litigation involving the taxation of municipal obligations or the rights of
municipal obligation holders,

-16-
<PAGE> 25
or other conditions, the power or ability of any issuer to pay, when due, the
principal of and interest on its Kansas Municipal Obligations may be materially
affected. Additional considerations relating to the risks of investing in
Kansas Municipal Obligations are presented in the SAI.

OTHER INFORMATION

CAPITALIZATION

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

The Funds are offered at net asset value only to certain institutional
investors, or other investors who at the time of purchase have a balance of
$1,000 or more invested in any of the INTRUST Funds, are purchasers through a
trust investment manager or account manager or administered by INTRUST, are
employees or ex-employees of INTRUST Financial Corporation or any of its
affiliates, employees of BISYS or any other service provider, or employees of
any trust customer of INTRUST Financial Corporation or any of its affiliates.
Shares in the Institutional Premium Class of shares may be subject to an
additional shareholder servicing charge of up to 0.50% of average net assets.
Call 888-266-8787 or contact your sales representative, broker-dealer or bank
to obtain more information about the Fund's Classes of shares.

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

VOTING

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

Shares entitle their holders to one vote per share (with proportionate
voting for fractional shares). As used in this Prospectus, the phrase "vote of
a majority of the outstanding shares" of the Fund (or the Trust) means the vote
of the lesser of: (1) 67% of the shares of the Fund (or the Trust) present at a
meeting if the holders of more than 50% of the outstanding shares are present
in person or by proxy; or (2) more than 50% of the outstanding shares of the
Fund (or the Trust).

-17-
<PAGE> 26
PERFORMANCE INFORMATION

The Fund may, from time to time, include yield and total return
information in advertisements or reports to shareholders or prospective
investors. Shareholders of the Institutional Premium Class of shares will
experience a lower net return on their investment than shareholders of the
Institutional Service Class of shares because of the additional shareholder
servicing charge to which Institutional Premium Class shareholders are subject.
The methods used to calculate the yield and total return of the Fund are
mandated by the SEC.

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

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

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

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

The following table shows how to translate the yield of an investment
that is exempt from both Federal and Kansas personal income taxes into a
taxable equivalent yield for the 1996 taxable year. The last four columns of
the table show approximately how much a taxable investment would have to yield
in order to generate an after-tax (Federal and Kansas personal income taxes)
yield of 5%, 6%, 7% or 8%. For example, the table shows that a married
taxpayer filing a joint return with taxable income of $50,000 would have to
earn a yield of approximately 10.39% before Federal and Kansas personal income
taxes in order to earn a yield after such taxes of 7%.

1996 Taxable Year

Taxable Equivalent Yield Table - Federal and Kansas Personal
Income Taxes*

<TABLE>
<CAPTION>
Taxable Income (1)
- -------------------------------------------- Combined
Marginal To Equal Hypothetical Tax-Free Yield of
Tax 5%, 6%, 7% or 8% A Taxable Investment
Single Married Filing Jointly Rate(2)(3) Would Have to Yield Approximately
- ---------------------- ---------------------------- ------------ -------------------------------------------
5% 6% 7% 8%
--------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 0 - $ 30,000 17.98% 6.10% 7.31% 8.53% 9.75%
$ 0 - $ 20,000 18.74% 6.15% 7.38% 8.61% 9.84%
$30,001 - $ 60,000 20.31% 6.27% 7.53% 8.78% 10.04%
$ 20,001 - $ 30,000 21.38% 6.36% 7.63% 8.90% 10.17%
$60,001 - $ 96,900 32.64% 7.42% 8.91% 10.39% 11.88%
$ 30,001 - $ 58,150 33.58% 7.53% 9.03% 10.54% 12.04%
$96,901 - $147,700 35.45% 7.75% 9.30% 10.84% 12.39%
$ 58,151 - $121.300 36.35% 7.86% 9.43% 11.00% 12.57%
$147,701 -$263,750 40.13% 8.35% 10.02% 11.69% 13.36%
</TABLE>

-18-
<PAGE> 27

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

(2) The combined marginal rates were calculated using Federal tax rate
tables for the 1996 taxable year and Kansas tax rates for the 1996
taxable year. The Federal tax rate table is indexed each year to
reflect changes in the Consumer Price Index and the Kansas tax rate
table is constant until changed by statute.

(3) The combined Federal and Kansas personal income tax marginal rates
assume that Kansas income taxes are fully deductible for Federal
income tax purposes as an itemized deduction. However, the ability to
deduct itemized deductions (including state income taxes) for Federal
income tax purposes is limited for those taxpayers whose Federal
adjusted gross income for 1996 exceeds $117,950 ($58,975 in the case
of a married individual filing a separate return).

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

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

ANNUALIZED TOTAL RETURN FOR
THE PERIOD ENDED SEPTEMBER 30, 1996

<TABLE>
<CAPTION>
Lehman 7 Year General Obligation Index*
--------------------------------------
<S> <C> <C>
1 Year 4.64% 4.46%
3 Years 4.24% 4.64%
5 Years 6.56% 6.86%
Since Inception (2/10/90) 6.68% not available
</TABLE>

* The Adviser selected the Lehman 7 Year General Obligation Index
because, although the SEI Fund states that it will seek to maintain a
dollar-weighted average portfolio maturity of between 7 and 12 years,
the actual dollar-weighted average portfolio maturity of the SEI Fund
since its inception was 8.21 years.

-19-
<PAGE> 28
ACCOUNT SERVICES

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

BISYS acts as the Fund's transfer agent. The Trust compensates BISYS,
the Trust's administrator, pursuant to a Services Agreement, for providing
personnel and facilities to perform dividend disbursing and transfer
agency-related services for the Trust. See "Management of the Fund."

SHAREHOLDER INQUIRIES

All shareholder inquiries should be directed to BISYS Fund Services.

-20-
<PAGE> 29
APPENDIX

DESCRIPTION OF MOODY'S BOND RATINGS:

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

DESCRIPTION OF S&P'S BOND RATINGS:

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

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

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

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

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

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

DESCRIPTION OF MOODY'S TAX-EXEMPT COMMERCIAL PAPER RATINGS:

Moody's commercial paper ratings are opinions of the ability of
issuers to repay punctually promissory obligations which have an original
maturity not exceeding nine months. Moody's makes no representation that such
obligations are exempt from registration under the Securities Act of 1933, nor
does it represent that any specific note is a valid obligation of a rated
issuer or issued in conformity with any applicable law. The following
designations, all judged to be investment grade, indicate the relative
repayment ability of rated issuers of securities in which the Trust may invest.

A-1
<PAGE> 30
PRIME-1: Issuers rated Prime-1 (or supporting institutions) have a
superior ability for repayment of senior short-term promissory obligations.

PRIME-2: Issuers rated Prime-2 (or supporting institutions) have a
strong ability for repayment of senior short-term promissory obligations.

DESCRIPTION OF S&P'S RATINGS FOR MUNICIPAL BONDS:

INVESTMENT GRADE

AAA: Debt rated "AAA" has the highest rating assigned by S&P.
Capacity to pay interest and repay principal is extremely strong.

AA: Debt rated "AA" has a very strong capacity to pay interest and
repay principal and differs from the highest rated issues only in a small
degree.

A: Debt rated "A" has strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.

BBB: Debt rated "BBB" is regarded as having an adequate capacity to
pay interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for debt in this category than in higher rated categories.

DESCRIPTION OF S&P'S RATINGS FOR INVESTMENT GRADE MUNICIPAL NOTES AND
SHORT-TERM DEMAND OBLIGATIONS:

SP-1: Issues carrying this designation have a very strong or strong
capacity to pay principal and interest. Those issues determined to possess
overwhelming safety characteristics will be given a plus (+) designation.

SP-2: Issues carrying this designation have a satisfactory capacity
to pay principal and interest.

DESCRIPTION OF S&P'S RATINGS FOR DEMAND OBLIGATIONS AND TAX-EXEMPT COMMERCIAL
PAPER:

An S&P commercial paper rating is a current assessment of the
likelihood of timely repayment of debt having an original maturity of no more
than 365 days. The two rating categories for securities in which the Trust may
invest are as follows:

A-L: This highest category indicates that the degree of safety
regarding timely payment is strong. Those issues determined to possess
extremely strong safety characteristics will be denoted with a plus (+)
designation.

A-2: Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1."

A-2
<PAGE> 31

<TABLE>
<S> <C>
INTRUST FUNDS TRUST

A FAMILY OF
Address for MUTUAL FUNDS
Trust Clients of INTRUST Bank, N.A.
- -------------------------------------------

INTRUST Bank, N.A.
105 North Main Street KANSAS TAX-EXEMPT BOND FUND SEEKS TO PROVIDE
Box One CURRENT INCOME EXEMPT FROM FEDERAL AND KANSAS
Wichita, Kansas, 67202 TAXATION.

Investment Adviser
- ------------------

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

Administrator and Sponsor and Distributor
- -----------------------------------------

BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219

Custodian
- ---------

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

Counsel
- -------

Baker & McKenzie
805 Third Avenue
New York, New York 10022

Independent Accountants PROSPECTUS
- -----------------------

KPMG Peat Marwick LLP DECEMBER __, 1996
Two Nationwide Plaza
Columbus, Ohio 43215 Investment Adviser
INTRUST BANK, N.A.
</TABLE>

<PAGE> 32
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION DATED DECEMBER 12, 1996

INTRUST FUNDS TRUST
3435 STELZER ROAD, COLUMBUS, OHIO 43219
GENERAL AND ACCOUNT INFORMATION:

(888) 266-8787

INSTITUTIONAL PREMIUM CLASS AND INSTITUTIONAL
SERVICE CLASS PROSPECTUS
INTRUST BANK, N.A.--INVESTMENT ADVISER
("INTRUST" OR THE "ADVISER")
BISYS FUND SERVICES--ADMINISTRATOR, SPONSOR AND DISTRIBUTOR
("BISYS")

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

- THE MONEY MARKET FUND SEEKS TO PROVIDE INVESTORS WITH CURRENT
INCOME, LIQUIDITY AND THE MAINTENANCE OF A STABLE NET ASSET VALUE
OF $1.00 PER SHARE BY INVESTING IN HIGH QUALITY, SHORT-TERM
OBLIGATIONS.
- THE SHORT-TERM BOND FUND SEEKS TO PROVIDE INVESTORS WITH AS HIGH A
LEVEL OF CURRENT INCOME AS IS CONSISTENT WITH LIQUIDITY AND SAFETY
OF PRINCIPAL BY INVESTING PRIMARILY IN INVESTMENT GRADE SHORT-TERM
OBLIGATIONS.
- THE INTERMEDIATE BOND FUND SEEKS TO PROVIDE INVESTORS WITH AS HIGH
A LEVEL OF CURRENT INCOME AS IS CONSISTENT WITH MANAGING FOR TOTAL
RETURN BY INVESTING IN FIXED INCOME SECURITIES.
- THE STOCK FUND SEEKS TO PROVIDE INVESTORS WITH LONG-TERM CAPITAL
APPRECIATION.
- THE INTERNATIONAL MULTI-MANAGER STOCK FUND SEEKS TO PROVIDE
INVESTORS WITH LONG-TERM CAPITAL APPRECIATION BY INVESTING IN
EQUITY SECURITIES OF ISSUERS BASED OUTSIDE OF THE UNITED STATES.
THE INTERNATIONAL MULTI-MANAGER STOCK FUND SEEKS TO ACHIEVE ITS
OBJECTIVE BY INVESTING ALL OF ITS INVESTABLE ASSETS IN THE
INTERNATIONAL EQUITY PORTFOLIO OF THE AMR INVESTMENT SERVICES
TRUST.

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

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

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

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

A Statement of Additional Information (the "SAI"), dated December __,
1996, containing additional and more detailed information about the Funds has
been filed with the Securities and Exchange Commission ("SEC") and is hereby
incorporated by reference into this Prospectus. It is available without charge
and can be obtained by writing or calling the Funds at the address or
information number printed above.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The Date of this Prospectus is December __, 1996.
<PAGE> 33
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
FUND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

FEE TABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

THE INVESTMENT POLICIES AND PRACTICES OF THE FUNDS . . . . . . . 11

INVESTMENT RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . 23

RISKS OF INVESTING IN THE FUNDS . . . . . . . . . . . . . . . . . 24

MANAGEMENT OF THE FUNDS . . . . . . . . . . . . . . . . . . . . . 27

FUND SHARE VALUATION . . . . . . . . . . . . . . . . . . . . . . 34

PURCHASE OF FUND SHARES . . . . . . . . . . . . . . . . . . . . . 36

MINIMUM PURCHASE REQUIREMENTS . . . . . . . . . . . . . . . . . . 37

INDIVIDUAL RETIREMENT ACCOUNTS . . . . . . . . . . . . . . . . . 37

EXCHANGE OF FUND SHARES . . . . . . . . . . . . . . . . . . . . . 37

REDEMPTION OF FUND SHARES . . . . . . . . . . . . . . . . . . . . 38

DIVIDENDS, DISTRIBUTIONS AND FEDERAL INCOME TAX . . . . . . . . . 40

OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . 42

APPENDIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
</TABLE>

(i)
<PAGE> 34
FUND EXPENSES

The following expense table lists the costs and expenses that an
investor in the Institutional Service Class of shares will incur either
directly or indirectly as a shareholder of a Fund. The information is based
upon estimates. Shareholders in the Institutional Premium Class of shares may
be subject to an additional shareholder servicing charge of up to 0.50% of
average daily net assets.

FEE TABLE

<TABLE>
<CAPTION>
Money Intermediate International
Market Short-Term Bond Bond Multi-Manager
SHAREHOLDER TRANSACTION EXPENSES Fund Fund Fund Stock Fund Stock Fund
----------- -------------- -------------- --------------- ------------
<S> <C> <C> <C> <C> <C>
Maximum Sales Load Imposed on
Purchases (as a percentage of
offering price) . . . . . . . . . . None None None None None

Maximum Sales Load Imposed on
Reinvested Dividends (as a percentage
of offering price) . . . . . . . . . None None None None None

Deferred Sales Load (as a percentage None None None None None
of redemption proceeds) . . . . . .

Redemption Fees(1) . . . . . . . . . None None None None None

Exchange Fees . . . . . . . . . . . None None None None None

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net
assets)

Management Fees (after waivers and
reimbursements)(2) . . . . . . . . . 0.10% 0.19% 0.29% 0.87% 0.78%

12b-1 Fees
(after waivers)(3) . . . . . . . . . 0.00% 0.00% 0.00% 0.00% 0.00%

Other Expenses(4) . . . . . . . . . . 0.50% 0.56% 0.56% 0.53% 0.87%
----------- ---------- ----------- ---------- ----------

Total Portfolio Operating Expenses
(after waivers and reimbursements)(2) 0.60% 0.75% 0.85% 1.40% 1.65%(5)
=========== ========== =========== ========== ==========
</TABLE>

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

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

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

(2) Absent waivers and reimbursements, Management Fees and Total Portfolio
Operating Expenses would be 0.25% and 0.75% for the Money Market Fund;
0.40% and 0.96% for the Short-Term Bond Fund; 0.40% and 0.96% for the
Intermediate Bond Fund; 1.00% and 1.53% for the Stock Fund; and 1.25%
and 2.12% for the International Multi-Manager Stock Fund, respectively.

(3) The fee under each Fund's Distribution Plan and Agreement is calculated
on the basis of the average net assets of each Fund at an annual rate
not to exceed 0.25%. The Funds will not incur any distribution expenses
during their first year of operation.

(4) Includes a fee of 0.05% for shareholder servicing.

(5) The International Multi-Manager Stock Fund pays BISYS a 0.63%
administrative fee and has other expenses of 0.10% and the Portfolio
pays advisory and administrative fees, of which the International
Multi-Manager Stock Fund bears its pro rata portion. The Trust's Board
of Trustees believes that the aggregate per share expenses of the Fund
and the Portfolio will be approximately equal to the expenses the Fund
would incur if its assets were invested directly in foreign securities.
Investment Advisory Fees are 0.43% at the Portfolio level and 0.35% at
the Fund level.
<PAGE> 35
Example:(1)

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

<TABLE>
<CAPTION>
Intermediate International
Money Market Short-Term Bond Bond Stock Multi-Manager
Fund Fund Fund Fund Stock Fund
------------- --------------- ------------ ------------ ------------------
<S> <C> <C> <C> <C> <C>
1 year . . . . . . . . . . . $ 6 $ 8 $ 9 $ 14 $ 17

3 years . . . . . . . . . . $ 19 $ 24 $ 27 $ 44 $ 52

Without waivers and reimbursements:

1 year . . . . . . . . . . . $ 8 $ 10 $ 10 $ 16 $ 22

3 years . . . . . . . . . . $ 24 $ 31 $ 31 $ 48 $ 66
</TABLE>

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

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

- 2 -
<PAGE> 36

The following expense table lists the costs and expenses that an
investor in the Institutional Premium Class of shares will incur either
directly or indirectly as a shareholder of a Fund. The information is based
upon estimates. Shareholders in the Institutional Premium Class of shares may
be subject to an additional shareholder servicing charge of up to 0.50% of
average daily net assets to which Institutional Service Class shareholders are
not subject.

FEE TABLE

<TABLE>
<CAPTION>
Intermediate International
Money Market Short-Term Bond Multi-Manager
SHAREHOLDER TRANSACTION EXPENSES Fund Bond Fund Fund Stock Fund Stock Fund
------------- ----------- -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
Maximum Sales Load Imposed on Purchases (as
a percentage of offering price) . . . . . None None None None None

Maximum Sales Load Imposed on Reinvested
Dividends (as a percentage of offering
price) . . . . . . . . . . . . . . . . . . None None None None None

Deferred Sales Load (as a percentage None None None None None
of redemption proceeds) . . . . . . . . .

Redemption Fees(1) . . . . . . . . . . . . None None None None None

Exchange Fees . . . . . . . . . . . . . . None None None None None

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)

Management Fees (after waivers and
reimbursements)(2) . . . . . . . . . . . . 0.10% 0.19% 0.29% 0.87% 0.78%

12b-1 Fees
(after waivers)(3) . . . . . . . . . . . . 0.00% 0.00% 0.00% 0.00% 0.00%

Other Expenses(4) . . . . . . . . . . . . . 1.00% 1.06% 1.06% 1.03% 1.37%
---------- --------- --------- --------- ---------

Total Portfolio Operating Expenses (after
waivers and reimbursements)(2) . . . . . . 1.10% 1.25% 1.35% 1.90% 2.15%(5)
========== ========= ========= ========= =========
</TABLE>

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

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

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

(2) Absent waivers and reimbursements, Management Fees and Total Portfolio
Operating Expenses would be 0.25% and 1.25% for the Money Market Fund;
0.40% and 1.46% for the Short-Term Bond Fund; 0.40% and 1.46% for the
Intermediate Bond Fund; 1.00% and 2.03% for the Stock Fund; and 1.25%
and 2.62% for the International Multi-Manager Stock Fund, respectively.

(4) Other expenses include a fee of 0.05% for shareholder servicing and an
additional fee of 0.50% for recordkeeping, communicating with and
education of shareholders, fiduciary services (excluding investment
management) and asset allocation services. Compensation to
salespersons may vary depending upon which class is sold.

(5) The International Multi-Manager Stock Fund pays BISYS a 0.63%
administrative fee and has other expenses of 0.10% and the Portfolio
pays advisory and administrative fees, of which the International
Multi-Manager Stock Fund bears its pro rata portion. The Trust's Board
of Trustees believes that the aggregate per share expenses of the Fund
and the Portfolio will be approximately equal to the expenses the Fund
would incur if its assets were invested directly in foreign
securities. Investment Advisory Fees are 0.43% at the Portfolio
level and 0.35% at the Fund level.

- 3 -
<PAGE> 37
Example:*

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

<TABLE>
<CAPTION>
Intermediate International
Money Market Short-Term Bond Bond Stock Multi-Manager
Fund Fund Fund Fund Stock Fund
---------------- ------------------- ------------- --------------- ---------------------
<S> <C> <C> <C> <C>
1 year . . . . . . . $ 11 $ 13 $ 14 $ 19 $ 22

3 years . . . . . . $ 35 $ 40 $ 43 $ 60 $ 67

Without waivers and reimbursements:
1 year . . . . . . . $ 13 $ 15 $ 15 $ 21 $ 27

3 years . . . . . . $ 40 $ 46 $ 46 $ 64 $ 81
</TABLE>

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

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

- 4 -
<PAGE> 38
HIGHLIGHTS

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS

This Prospectus describes five funds, one money market fund and four
non-money market funds (individually a "Fund," and collectively, the "Funds"),
all of which are managed by INTRUST. Each Fund has distinct investment
objectives and policies.

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

MONEY MARKET FUND:

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

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

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

The Money Market Fund may also invest in variable rate master demand
obligations which are unsecured demand notes that permit the indebtedness
thereunder to vary, and provide for periodic adjustments in the interest rate.
Because master demand obligations are direct lending arrangements between the
Money Market Fund and the issuer, they are not normally traded. There is no
secondary market for the notes; however, the period of time remaining until
payment of principal and accrued interest can be recovered under a variable
rate master demand obligation generally will not exceed seven days. To the
extent this period is exceeded, the obligation in question would be considered
illiquid. Issuers of variable rate master demand obligations must satisfy the
same criteria as set forth for other promissory notes (e.g., commercial paper).
The Money Market Fund will invest in variable rate master demand obligations
only when such obligations are determined by the Adviser, pursuant to
guidelines established by the Board of Trustees, to be of comparable quality to
rated issuers or instruments eligible for investment by the Money Market

- 5 -
<PAGE> 39

Fund. In determining dollar-weighted average portfolio maturity, a variable
rate master demand obligation will be deemed to have a maturity equal to the
longer of the period of time remaining until the next readjustment of the
interest rate or the period of time remaining until the principal amount can be
recovered from the issuer on demand.

Amortized Cost Method of Valuation for the Money Market Fund

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

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

NON-MONEY MARKET FUNDS:

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

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

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

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

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

- 6 -
<PAGE> 40

deemed necessary. For purposes of this Fund, a "bond" is defined as a debt
instrument with a fixed interest rate. The dollar-weighted average maturity of
the Intermediate Fund will generally range between three and ten years.

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

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

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

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

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

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

The Fund has a fundamental policy that allows it to invest all of its
investable assets in another investment company such as the Portfolio. All
other fundamental investment policies and non-fundamental investment policies of
the Fund and the Portfolio are identical. Although the following discusses the
AMR Board of Trustees ("AMR Trust Board") and the investment policies of the
Portfolio, it applies equally to the Trust's Board of Trustees and the Fund. The
Fund may withdraw its investment from the Portfolio at any time if the Board
determines that it is in the best interests of the Fund and its shareholders to
do so. In such event, the Board would consider alternative arrangements such as
investing all of the Portfolio's assets in another investment company with the

(1) Hub and Spoke is a registered service mark of Signature Financial
Group, Inc.

- 7 -
<PAGE> 41

same investment objective as the Fund. No assurance exists that satisfactory
alternative arrangements would be available. AMR currently receives an
investment management fee for its services to the Portfolio in amounts of 0.43%
of the average daily net assets of the Portfolio. See "Other Information --
International Multi-Manager Stock Fund Structure." INTRUST may receive up to
40% of the Fund's average daily net assets for providing advisory services to
the Fund, which services include selecting the Portfolio or other investment
company in which the Fund invests, monitoring such entity's performance,
coordinating the Fund's relationship with such entity, and communicating with
the Fund's Board of Trustees and shareholders regarding such entity's
performance and the Fund's two tier structure. INTRUST has agreed not to
charge its advisory fee to the Fund in an amount in excess of 35% of the
average net assets of the Fund for the Fund's first year of operations.
INTRUST may receive up to 1.25% of the Fund's average daily net assets for
providing advisory services in the event the Fund does not invest all of its
investible assets in the Portfolio or another investment company.

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

The Portfolio invests primarily in a diversified portfolio of equity
securities of issuers based outside the United States. AMR Investment
Services, Inc. ("AMR" or the "Manager") provides investment management services
to the Portfolio. Hotchkis and Wiley ("Hotchkis"), Morgan Stanley Asset
Management Inc. ("MSAM") and Templeton Investment Counsel, Inc. ("Templeton")
currently serve as investment advisers to the Portfolio. Rowe Price-Fleming
International, Inc. ("Fleming") is also an investment adviser of the Portfolio;
however, none of the Portfolio's assets have been allocated to Fleming at this
time. Hotchkis, MSAM, Templeton and Fleming are also referred to herein as the
"Portfolio Advisers."

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

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

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

- 8 -
<PAGE> 42
on the removal of securities or other assets of the Portfolio; (9) restrictions
on foreign investments and repatriation of capital; (10) currency fluctuations;
(11) cost and possible restrictions of currency conversion; (12) withholding
taxes on dividends in foreign countries; and (13) possibly higher commissions,
custodial fees and management costs than in the U.S. market. These risks are
often greater for investments in emerging or developing countries.

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

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

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

Short-Term Trading for the Stock Funds

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

RISKS OF INVESTING IN THE FUNDS

The Money Market Fund attempts to maintain the net asset value of its
shares at a constant $1.00 per share, although there can be no assurance that
the Money Market Fund will always be able to do so. The Money Market Fund

- 9 -
<PAGE> 43
may not achieve as high a level of current income as other funds that do not
limit their investments to the high quality securities in which the Money
Market Fund invests.

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

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

An investment in the International Multi-Manager Stock Fund involves
certain risks, depending on the types of investments made and the types of
investment techniques employed. All investments by the International
Multi-Manager Stock Fund entail some risk. The International Multi-Manager
Stock Fund's policy of investing directly or indirectly in foreign issuers
entails certain risks in addition to those normally associated with investments
in equity securities. See "Investment Policies and Practices of the Funds."

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

MANAGEMENT OF THE FUNDS

Advisory Services

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

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

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

Other Services

- 10 -
<PAGE> 44
BISYS Fund Services ("BISYS") acts as administrator, sponsor and
distributor to the Funds and is sometimes referred to herein as "Administrator"
or "Distributor." For its services, BISYS receives a fee from the Funds based
on each Fund's average daily net assets. See "Management of the Fund" in this
Prospectus. The Distributor distributes the Funds' shares and may be reimbursed
for certain of its distribution-related expenses.

GUIDE TO INVESTING IN THE INTRUST FAMILY OF FUNDS

Purchase orders for the Money Market Fund received by 12:00 noon
Eastern time will become effective that day. Purchase orders for all other
Funds received by your broker or Service Organization in proper form prior to
4:00 p.m., Eastern time.

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

The Funds are purchased at net asset value.

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

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

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

- If a redemption request is received by 12:00 noon Eastern
time, proceeds for the Money Market Fund will be transferred
to a designated account that day.
- Minimum check amount is $500.
- The Funds reserve the right to redeem involuntarily upon not
less than 30 days' notice all shares in a Fund's account
which have an aggregate value of $500 or less.

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

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

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

THE INVESTMENT POLICIES AND PRACTICES OF THE FUNDS

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

- 11 -
<PAGE> 45

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

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

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

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

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

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

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

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

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

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

Commercial Paper (All Funds). Commercial paper includes short-term
unsecured promissory notes, variable rate demand notes and variable rate master
demand notes issued by both domestic and foreign bank holding companies,
corporations and financial institutions and United States Government agencies
and instrumentalities. All commercial

- 12 -
<PAGE> 46

paper purchased by the Funds is, at the time of investment, rated in one of the
top two (top three with respect to Short-Term Bond Fund) rating categories of
at least one NRSRO, or, if not rated is, in the opinion of the Adviser, of an
investment quality comparable to rated commercial paper in which the Funds may
invest, or, with respect to the Money Market Fund, (i) rated "P-1" by Moody's
Investors Service, Inc. ("Moody's") and "A-1" or better by Standard & Poor's
Corporation ("S&P") or in a comparable rating category by any two NRSROs that
have rated the commercial paper or (ii) rated in a comparable category by only
one such organization if it is the only organization that has rated the
commercial paper.

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

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

Payment of principal and interest on some mortgage pass-through
securities (but not the market value of the securities themselves) may be
guaranteed by the full faith and credit of the U.S. Government (in the case of
securities guaranteed by GNMA or guaranteed by agencies or instrumentalities of
the U.S. Government (in the case of securities guaranteed by the Federal
National Mortgage Association ("FNMA") or the Federal Home Loan Mortgage
Corporation ("FHLMC"), which are supported only by the discretionary authority
of the U.S. Government to purchase the agency's obligations). Mortgage
pass-through securities created by non-governmental issuers (such as commercial
banks, savings and loan institutions, private mortgage insurance companies,
mortgage bankers and other secondary market issuers) may be supported in
various forms of insurance or guarantees issued by governmental entities.

Collateralized Mortgage Obligations ("CMOs") are hybrid instruments
with characteristics of both mortgage-backed bonds and mortgage pass-through
securities. Similar to a bond, interest and prepaid principal on a CMO are
paid, in most cases, semi-annually. CMOs may be collateralized by whole
mortgage loans but are more typically collateralized by portfolios of mortgage
pass-through securities guaranteed by GNMA, FHLMC or FNMA. CMOs are

- 13 -
<PAGE> 47
structured in multiple classes, with each class bearing a different stated
maturity or interest rate. The inverse relation between interest rates and
value of fixed income securities will be more pronounced with respect to
investments by the Fund in mortgage-related securities, the value of which may
be more sensitive to interest rate changes.

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

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

Municipal Commercial Paper (Short-Term Bond Fund and Intermediate Bond
Fund). Municipal commercial paper is a debt obligation with a stated maturity
of one year or less which is issued to finance seasonal working capital needs or
as short-term financing in anticipation of longer-term debt. Investments in
municipal commercial paper are limited to commercial paper which is rated at the
date of purchase: (i) "P-1" by Moody's and "A-1" or "A-1+" by S&P, "P-2"
(Prime-2) or better by Moody's and "A-2" or better by S&P or (ii) in a
comparable rating category by any two of the NRSROs that have rated commercial
paper or (iii) in a comparable rating category by only one such organization if
it is the only organization that has rated the commercial paper or (iv) if not
rated, is, in the opinion of the Adviser, of comparable investment quality and
within the credit quality policies and guidelines established by the Board of
Trustees.

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

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

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

- 14 -
<PAGE> 48

Municipal Bonds (Short-Term Bond Fund and Intermediate Bond Fund).
Municipal bonds generally have a maturity at the time of issuance of more than
one year. Municipal bonds may be issued to raise money for various public
purposes -- such as constructing public facilities and making loans to public
institutions. There are generally two types of municipal bonds: general
obligation bonds and revenue bonds. General obligation bonds are backed by the
taxing power of the issuing municipality and are considered the safest type of
municipal bond. Revenue bonds are backed by the revenues of a project or
facility -- tolls from a toll road, for example. Certain types of municipal
bonds are issued to obtain funding for privately operated facilities.
Industrial development revenue bonds (which are private activity bonds) are a
specific type of revenue bond backed by the credit and security of a private
user, and therefore investments in these bonds have more potential risk.
Investments in municipal bonds are limited to bonds which are rated at the time
of purchase "A" or better by a NRSRO. Municipal bonds generally have a maturity
at the time of issuance of more than one year.

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

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

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

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

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

Investments in ADRs involve certain risks not typically involved in
purely domestic investments, including future foreign political and economic
developments, and the possible imposition of foreign governmental laws or
restrictions applicable to such investments. Securities of foreign issuers
through ADRs are subject to different economic, financial, political and social
factors. Individual foreign economies may differ favorably or unfavorably from
the U.S. economy in such respects as growth of gross national product, rate of
inflation, capital reinvestment, resources, self-sufficiency and balance of
payments position. With respect to certain countries, there is the possibility
of expropriation of assets, confiscatory taxation, political or social
instability or diplomatic developments which could adversely affect the value
of the particular ADR. There may be less publicly available information about
a foreign company than about a U.S. company, and there may be less governmental
regulation and supervision of foreign stock

- 15 -
<PAGE> 49

exchanges, brokers and listed companies. In addition, such companies may use
different accounting and financial standards (and certain currencies may become
unavailable for transfer from a foreign currency), resulting in a Fund's
possible inability to convert proceeds realized upon the sale of portfolio
securities of the affected foreign companies immediately into U.S. currency.
The International Multi-Manager Stock Fund may also invest in European
Depository Receipts (EDRs), which are receipts issued in bearer form by a
European financial institution and traded in European securities' markets.
Investments in EDRs involve similar risks as ADRs.

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

Convertible and Exchangeable Securities (Short-Term Bond Fund,
Intermediate Bond Fund, Stock Fund, and International Multi-Manager Stock
Fund). These Funds are permitted to invest in convertible and exchangeable
securities, subject to the rating and quality requirements specified with
respect to each such Fund. Convertible securities generally offer fixed
interest or dividend yields and may be converted either at a stated price or
stated rate for common or preferred stock. Exchangeable securities may be
exchanged on specified terms for common or preferred stock. Although to a
lesser extent than with fixed income securities generally, the market value of
convertible securities tends to decline as interest rates increase and,
conversely, tends to increase as interest rates decline. In addition, because
of the conversion or exchange feature, the market value of convertible or
exchangeable securities tends to vary with fluctuations in the market value of
the underlying common or preferred stock. Debt securities that are convertible
into or exchangeable for preferred or common stock are liabilities of the
issuer but are generally subordinated to senior debt of the issuer.

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

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

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

Obligations of foreign banks involve somewhat different investment
risks than those affecting obligations of United States banks, including the
possibilities that their liquidity could be impaired because of future
political and

- 16 -
<PAGE> 50
economic developments, that the obligations may be less marketable than
comparable obligations of United States banks, that a foreign jurisdiction
might impose withholding taxes on interest income payable on those obligations,
that foreign deposits may be seized or nationalized, that foreign governmental
restrictions such as exchange controls may be adopted which might adversely
affect the payment of principal and interest on those obligations and that the
selection of those obligations may be more difficult because there may be less
publicly available information concerning foreign banks, or that the
accounting, auditing and financial reporting standards, practices and
requirements applicable to foreign banks may differ from those applicable to
United States banks. Foreign banks are not subject to examination by any
United States Government agency or instrumentality.

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

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

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

Variable rate demand obligations (All Funds). Variable rate demand
obligations have a maturity of 397 days or less with respect to the Money
Market Fund or five to twenty years with respect to the Non-Money Market Funds,
but carry with them the right of the holder to put the securities to a
remarketing agent or other entity on short notice, typically seven days or
less. Generally, the remarketing agent will adjust the interest rate every
seven days (or at other intervals corresponding to the notice period for the
put), in order to maintain the interest rate at the prevailing rate for
securities with a seven-day maturity. The remarketing agent is typically a
financial intermediary that has agreed to perform these services. Variable
rate master demand obligations permit a Fund to invest fluctuating amounts at
varying rates of interest pursuant to direct arrangements between the Funds, as
lender, and the borrower. Because the obligations are direct lending
arrangements between the Funds and the borrower, they will not generally be
traded, and there is no secondary market for them, although they are redeemable
(and thus immediately repayable by the borrower) at principal amount, plus
accrued interest, at any time. The borrower also may prepay up to the full
amount of the obligation without penalty. While master demand obligations, as
such, are not typically rated by credit rating agencies, if not so rated, a
Fund may, under its minimum rating standards, invest in them only if, in the
opinion of the Adviser or Portfolio Advisers, as applicable, they are of an
investment quality comparable to other debt obligations in which the Funds may
invest and are within the credit quality policies, guidelines and procedures
established by the Board of Trustees or AMR Board, as applicable. See the SAI
for further details on variable rate demand obligations and variable rate
master demand obligations.

- 17 -
<PAGE> 51
Other Mutual Funds (All Funds). Each Fund may invest in shares of
other open-end, management investment companies, subject to the limitations of
the 1940 Act and subject to such investments being consistent with the overall
objective and policies of the Fund making such investment, provided that any
such purchases will be limited to short-term investments in shares of
unaffiliated investment companies. The purchase of securities of other mutual
funds results in duplication of expenses such that investors indirectly bear a
proportionate share of the expenses of such mutual funds including operating
costs, and investment advisory and administrative fees.

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

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

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

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

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

- 18 -
<PAGE> 52

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

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

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

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

A stock index assigns relative weighing to the common stocks in the
index, and the index generally fluctuates with changes in the market values of
these stocks. A stock index futures contract is an agreement in which one
party agrees to deliver to the other an amount of cash equal to a specific
dollar amount times the difference between the value of a specific stock index
at the close of the last trading day of the contract and the price at which the
agreement is made. The Fund will sell stock index futures only if the amount
resulting from the multiplication of the then current level of the indices upon
which such futures contracts are based, and the number of futures contracts
which would be outstanding, do not exceed one-third of the value of the Fund's
net assets.

- 19 -
<PAGE> 53
When a futures contract is executed, each party deposits with a broker
or in a segregated custodial account up to 5% of the contract amount, called
the "initial margin," and during the term of the contract, the amount of the
deposit is adjusted based on the current value of the futures contract by
payments of variation margin to or from the broker or segregated account.

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

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

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

Options on Interest Rate Futures Contracts (All Funds, except
International Multi-Manager Stock Fund). These Funds may purchase put and call
options on interest rate futures contracts, which give a Fund the right to sell
or purchase the underlying futures contract for a specified price upon exercise
of the option at any time during the option period. Each Fund may also write
(sell) put and call options on such futures contracts. For options on interest
rate futures that a Fund writes, such Fund will receive a premium in return for
granting to the buyer the right to sell to the Fund or to buy from the Fund the
underlying futures contract for a specified price at any time during the option
period. As with futures contracts, each Fund will purchase or sell options on
interest rate futures contracts primarily for bona fide hedging purposes.

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

- 20 -
<PAGE> 54
The Portfolio may enter into foreign currency forward contracts or
currency futures for the purchase or sale of foreign currency to "lock in" the
U.S. dollar price of the securities denominated in a foreign currency or the
U.S. dollar value of interest and dividends to be paid on such securities, or
to hedge against the possibility that the currency of a foreign country in
which the Portfolio has investments may suffer a decline against the U.S.
dollar. A forward currency contract is an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the contract agreed upon by the parties, at a price set at the time
for the contract. This method of attempting to hedge the value of the
Portfolio's portfolio securities against a decline in the value of a currency
does not eliminate fluctuations in the underlying prices of the securities.
Although the strategy of engaging in foreign currency transactions could reduce
the risk of loss due to a decline in the value of the hedged currency, it could
also limit the potential gain from an increase in the value of the currency.
The Portfolio does not intend to maintain a net exposure to such contracts
where the fulfillment of the Portfolio's obligations under such contracts would
obligate the Portfolio to deliver an amount of foreign currency in excess of
the value of the Portfolio's portfolio securities or other assets denominated
in the currency. The Portfolio will not enter into these contracts for
speculative purposes and will not enter into non-hedging currency contracts.
These contracts involve a risk of loss if the Portfolio Advisers fail to
predict currency values correctly.

Risks of Options and Futures Contracts. One risk involved in the
purchase and sale of futures and options is that a Fund may not be able to
effect closing transactions at a time when it wishes to do so. Positions in
futures contracts and options on futures contracts may be closed out only on an
exchange or board of trade that provides an active market for them, and there
can be no assurance that a liquid market will exist for the contract or the
option at any particular time. To mitigate this risk, each Fund will ordinarily
purchase and write options only if a secondary market for the options exists on
a national securities exchange or in the over-the-counter market. Another risk
is that during the option period, if a Fund has written a covered call option,
it will have given up the opportunity to profit from a price increase in the
underlying securities above the exercise price in return for the premium on the
option (although the premium can be used to offset any losses or add to a
Fund's income) but, as long as its obligation as a writer continues, such Fund
will have retained the risk of loss should the price of the underlying security
decline. Investors should note that because of the volatility of the market
value of the underlying security, the loss from investing in futures
transactions is potentially unlimited. In addition, a Fund has no control over
the time when it may be required to fulfill its obligation as a writer of the
option. Once a Fund has received an exercise notice, it cannot effect a
closing transaction in order to terminate its obligation under the option and
must deliver the underlying securities at the exercise price.

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

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

- 21 -
<PAGE> 55
and related options. The Funds will segregate liquid assets such as cash, U.S.
Government securities or other liquid high grade debt obligations to cover the
futures and options.

"When-Issued" and "Forward Commitment" Transactions (All Funds). The
Funds may purchase securities on a when-issued and delayed-delivery basis and
may purchase or sell securities on a forward commitment basis. When- issued or
delayed-delivery transactions arise when securities are purchased by a Fund
with payment and delivery taking place in the future in order to secure what is
considered to be an advantageous price and yield to the Fund at the time of
entering into the transaction. A forward commitment transaction is an
agreement by a Fund to purchase or sell securities at a specified future date.
When a Fund engages in these transactions, the Fund relies on the buyer or
seller, as the case may be, to consummate the sale. Failure to do so may
result in the Fund missing the opportunity to obtain a price or yield
considered to be advantageous. When-issued and delayed-delivery transactions
and forward commitment transactions may be expected to occur a month or more
before delivery is due. However, no payment or delivery is made by a Fund
until it receives payment or delivery from the other party to the transaction.
A separate account containing only liquid assets such as cash, U.S. Government
securities, or other liquid high grade debt obligations equal to the value of
purchase commitments will be maintained until payment is made. Such securities
have the effect of leverage on the Funds and may contribute to volatility of a
Fund's net asset value. For further information, see the SAI.

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

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

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

Risks of Techniques Involving Leverage. Utilization of leveraging
involves special risks and may involve speculative investment techniques.
Certain Funds may borrow for other than temporary or emergency purposes, lend
their securities, enter reverse repurchase agreements, and purchase securities
on a when issued or forward commitment basis. In addition, certain Funds may
engage in dollar roll transactions. Each of these transactions involve the use
of

- 22 -
<PAGE> 56

"leverage" when cash made available to the Fund through the investment
technique is used to make additional portfolio investments. The Funds use
these investment techniques only when the Adviser or Portfolio Advisers, as
applicable, believe that the leveraging and the returns available to the Fund
from investing the cash will provide shareholders a potentially higher return.

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

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

Portfolio Turnover. The Funds generally will not engage in the
trading of securities for the purpose of realizing short-term profits, but each
Fund will adjust its portfolio as it deems advisable in view of prevailing or
anticipated market conditions or fluctuations in interest rates to accomplish
its respective investment objective. For example, each Fund may sell portfolio
securities in anticipation of an adverse market movement. Other than for tax
purposes, frequency of portfolio turnover will not be a limiting factor if a
Fund considers it advantageous to purchase or sell securities. The Funds do
not anticipate that the respective annual portfolio turnover rates will exceed
the following: Short-Term Bond Fund, 400%; Intermediate Bond Fund, 500%; Stock
Fund, 150%; and International Multi-Manager Stock Fund, 100%. A high rate of
portfolio turnover involves correspondingly greater transaction expenses than a
lower rate, which expenses must be borne by each Fund and its shareholders.
High portfolio turnover rates may also make it more difficult for the Funds to
satisfy the requirement for qualification as a regulated investment company
under the Internal Revenue Code of 1986, as amended (the "Code"), that less
than 30% of each Funds' gross income in any tax year be derived from gains on
the sale of securities held for less than less than three months.

INVESTMENT RESTRICTIONS
(ALL FUNDS, EXCEPT AS INDICATED)

The Funds also operate under certain investment restrictions. Certain
of the Funds' investment restrictions are listed below. For a complete list of
the Funds' investment restrictions, see the section in the Funds' SAI entitled
"Investment Restrictions." Investment restriction Nos. 2,3,4 and 5 are
fundamental policies of the Funds, which can be changed only when permitted by
law and approved by a majority of the Funds' outstanding voting securities. A
"majority of the outstanding voting securities" means the lesser of (i) 67% of
the shares represented at a meeting at which more than 50% of the outstanding
shares are represented in person or by proxy or (ii) more than 50% of the

- 23 -
<PAGE> 57
outstanding shares. See "Other Information --Voting". Investment Restriction
No. 1 is a non fundamental policy of the Funds and can be changed by approval
of a majority of the Board of Trustees.

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

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

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

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

(5) No Fund will, with respect to 75% of its total assets, invest
more than 5% of its total assets in the securities of any one issuer (except
for U.S. Government securities), or purchase more than 10% of the outstanding
voting securities of any such issuer. The Money Market Fund is subject to
these diversification requirements with respect to 100% of its assets.

RISKS OF INVESTING IN THE FUNDS

CERTAIN RISK CONSIDERATIONS

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

- 24 -
<PAGE> 58

The Money Market Fund's Policy of concentrating in the banking
industry could increase the Fund's exposure to economic or regulatory
developments relating to or affecting banks. Banks are subject to extensive
governmental regulation which may limit both the amounts and types of loans and
other financial commitments they can make and the interest rates and fees they
can charge. The financial condition of banks is largely dependent on the
availability and cost of capital funds, and can fluctuate significantly when
interest rates change. In addition, general economic conditions may affect the
financial condition of banks.

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

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

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

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

- 25 -
<PAGE> 59

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

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

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

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

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

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

- 26 -
<PAGE> 60

MANAGEMENT OF THE FUNDS

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

THE ADVISER: INTRUST BANK, N.A.

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

The Adviser is a majority-owned subsidiary of INTRUST Financial
Corporation (formerly First Bancorp of Kansas), a bank holding
company. The Adviser is a national banking association which provides
a full range of banking and trust services to clients. As of
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.

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

INTRUST may receive advisory fees up to 40% of the average daily net
assets of the International Multi-Manager Stock Fund when the Fund
invests all of its investable assets in the Portfolio or another
investment company. INTRUST has agreed not to charge its advisory fee
to the Fund in an amount in excess of 35% of the Fund's average daily
net assets for the Fund's first year of operations. While the Fund
invests all of its investable assets in the Portfolio or another
investment company, the Adviser will select such company, monitor the
performance of such company, coordinate the Fund's relationship with
such company and communicate with the Fund's Board of Trustees and
shareholders regarding the performance of such company and the Fund's
two-tier structure. In addition, if the Adviser is not satisfied with
the performance of the Portfolio, the Adviser may recommend to the
Board of Trustees other investment companies for the Fund to invest in,
or recommend that the Adviser manage the Fund itself. The Adviser may
receive advisory fees up to 1.25% of the average daily net assets of
the Fund should the Adviser decide to not to invest all of the Fund's
investable assets in the Portfolio or another investment company.
John Mauer, ______ at INTRUST, is responsible for the day-to-day
management of the Fund.

SUBADVISERS:

AMR INVESTMENT SERVICES, INC. AMR, located at 4333 Amon Carter
Boulevard, MD 5645, Fort Worth, Texas 76155, is a wholly-owned subsidiary of
AMR Corporation, the parent company of American Airlines, Inc., and was
organized in 1986 to provide business management, advisory, administrative and
asset management consulting services. American Airlines, Inc. is not
responsible for investments made by AMR. As of September 30, 1996, AMR
provides investment advice with respect to approximately $15.3 billion in
assets, including approximately $10.8 billion of assets on behalf of AMR
Corporation and its primary subsidiary, American Airlines, Inc. For the
subadvisory services it provides to the Money Market Fund, AMR receives from
the Adviser and not the Funds monthly fees based upon average daily net assets
at the annual rate of 0.20%.

The Money Market Fund is substantially identical to other pooled
accounts, including investment companies advised by AMR. Set forth below are
certain performance data for such pooled accounts. The Money Market Composite
consists of the American AAdvantage Money Market Fund (from September 1987 to
present), the American Performance Cash Management Fund (from October 1990 to
present), the FUNDS IV Cash Reserve Fund (from

- 27 -
<PAGE> 61

September 1994 through September 1996), the American AAdvantage Money Market
Mileage Fund (from November 1995 to present) and the AMR Investment Services
Strategic Cash Business Trust (from July 1996 to present). Expenses of the
portfolios in the Money Market Composite range from approximately 0.11% for the
AMR Investment Services Strategic Cash Business Trust to approximately 0.85% for
the American Performance Cash Management Fund. The Strategic Business Trust is
an unregistered pooled account and as such is not subject to certain
requirements that apply to mutual funds under the applicable securities, tax and
other laws that, if applicable, may have adversely affected performance. The
data shown below reflects total return for the periods shown, reduced by the
actual expense ratio for such funds. To the extent such funds had expense
waivers or reimbursements in effect during the periods indicated below, such
funds' actual performance would have been lower had such expense waivers or
reimbursements not been in effect. INTRUST Fund fees and expenses may be higher
than such expenses and if applied would have reduced the performance below.
This performance information is deemed relevant since the AMR accounts have been
managed using the same investment objectives, policies and restrictions and
portfolio managers as those to be used by INTRUST Money Market Fund. However,
this performance data is not necessarily indicative of the past or future
performance of any of the INTRUST Funds. The AMR pooled accounts and the
INTRUST Money Market Fund are separate funds. This performance does not
represent the past performance of the INTRUST Money Market Fund, which is newly
organized and has no performance of its own.

AMR INVESTMENT SERVICES, INC. MONEY MARKET COMPOSITE ANNUALIZED TOTAL
RETURN FOR THE PERIOD ENDED SEPTEMBER 30, 1996

<TABLE>
<CAPTION>
Lipper Institutional Money
Market Index
<S> <C> <C>
1 Year 5.43% 5.27%
3 Years 4.95% 4.77%
5 Years 4.54% 4.27%
Since Inception (9/1/87) 6.14% 5.85%
</TABLE>

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

The investment returns below are actual returns of Galliard's
Intermediate Core Composite ("Galliard's Composite's") of separate accounts
which are managed in an investment style substantially the same as the
Intermediate Bond Fund. This information is not intended to be read as a
description of Galliard's past performance with respect to the style utilized
for the Short-Term Bond Fund. To the extent Galliard's corporate returns
reflect expense waivers or reimbursements, actual performance would have been
lower had such expense waivers or reimbursements not been in effect.
Galliard's first full year of investment results are consistent with prior
results generated by the firm's Principals in this management approach which is
designed to consistently outperform a stated benchmark.

- 28 -
<PAGE> 62
GALLIARD COMPOSITE RETURNS

<TABLE>
<CAPTION>
Lehman Brothers Intermediate
Government Corporate Index
<S> <C> <C>
1 Year (ended September 30, 1996) 4.80% 5.13%
</TABLE>

Galliard Composites are calculated weighing the market value of each
component. Accounts are placed in a composite at the end of the first full
calendar quarter following their inception or as agreed upon by the client.
All composites are calculated net of estimated INTRUST Intermediate Bond Fund's
Institutional Service Class fees as set forth in the Fee Table in this
Prospectus. Private accounts are not subject to certain investment
limitations, diversification requirements, and other restrictions imposed by
the 1940 Act and the Internal Revenue Code which, if applicable, may have
adversely affected performance. As a result, portfolio management strategies
used on Galliard's Composites and those for the Fund may vary. This
performance does not represent historical performance of the INTRUST Short-Term
Bond Fund or Intermediate Bond Fund which are newly organized and have no
performance of their own. This performance should not be interpreted as
indicative of future performance of any INTRUST Funds, which may be higher or
lower than that shown. Past performance is no guarantee of future results.

ARK ASSET MANAGEMENT, INC. ARK serves as Sub-adviser to the Stock
Fund. Located in New York, ARK's predecessor was established in 1929 as the
private money management division of Lehman Brothers. In 1989, the division
became an independent company when the employees purchased the institutional
money management business from Lehman Brothers. As of September 30, 1996, ARK
managed approximately $22.6 billion, including $12.4 billion in large
capitalization value portfolios, for more than 260 institutional and individual
clients, with a minimum investment size for private accounts of $50 million.
For the subadvisory services it provides to the Stock Fund, ARK receives, from
the Adviser and not the Funds, monthly fees based upon average daily net assets
at the annual rate of 0.45%. The following chart describes the investment
personnel that form the team with ARK primarily responsible for the day to day
management of the Fund:

<TABLE>
<CAPTION>
Years Experience
-------------------------------------------------------------------
Individual/Title with ARK Investment Experience Recent Experience
- ------------------------------------------------ --------------------------- --------------------------------------
<S> <C> <C>
C. Charles Hetzel 32 ARK or ARK's predecessor--32
Vice Chairman
John E. Bailey 15 ARK--2
Managing Director Loomis, Sayles--9

Steven M. Steiner 26 ARK--5
Managing Director Equitable Life--9

Wm. G. Steuernagel 23 ARK or ARK's predecessor--10
Managing Director

James G. Pontone 1 ARK--1
Senior Manager Mitchell Hutchins
Asset Management, Inc.--2
</TABLE>

The table that follows presents performance data for ARK with respect
to its large cap value product and is not necessarily representative of the
past performance of the above-mentioned portfolio managers acting individually
or as a team. Information presented is based on performance data provided by
ARK for accounts ("Accounts") it manages that have investment objectives,
policies, styles and strategies substantially similar to the ones that will be
employed in the INTRUST Stock Fund. The information does not represent the
Stock Fund's performance, as it is newly organized and has no performance
record of its own. Although the Accounts include some registered mutual

- 29 -
<PAGE> 63

funds, the vast majority of the Accounts are individual and unregistered
accounts primarily managed for tax-exempt investors, and are not subject to
diversification and other requirements that apply to mutual funds under
applicable securities, tax and other laws that, if applicable, may have
adversely affected performance. As a result, portfolio management strategies
used on the Accounts and those used on the Stock Fund may vary in some
respects. The information should not be considered a prediction of the future
performance of the Stock Fund. The actual performance may be higher or lower
than that shown.

The table shows the total returns for various periods ended September
30, 1996, of ARK's Large Cap Value Product as compared to a relevant unmanaged
market index. The performance shown below is calculated in accordance with
AIMR. To the extent expense waivers or reimbursements were in effect during
the period indicated below, actual returns would have been lower had such
expense waivers or reimbursements not been in effect. The performance shown
below is adjusted to give effect to the projected annual expenses for the Stock
Fund's Institutional Service Class shares during its initial fiscal period as
set forth in the Fee Table in this Prospectus.

<TABLE>
<CAPTION>
Annualized Rates of Return for
Periods Ending September 30, 1996
---------------------------------

ARK S&P 500 Index
--- -------------
<S> <C> <C>
1 Year 19.30% 20.33%

3 Years 18.20% 17.42%

5 Years 16.50% 15.23%

10 Years 15.25% 14.99%

Since Inception
4/1/85 16.28% 15.95%
</TABLE>

INTERNATIONAL EQUITY PORTFOLIO

AMR serves as investment manager and administrator to the Portfolio.
Hotchkis, MSAM and Templeton currently serve as investment advisers to the
Portfolio. Fleming is also an investment adviser of the Portfolio; however,
none of the Portfolio's assets have been allocated to Fleming at this time.

The investment advisory fees payable to AMR by the AMR Trust are 0.43%
of the average annual daily net assets of the Portfolio. With respect to
INTRUST's advisory fee, INTRUST has undertaken not to charge advisory fees in
excess of 0.40% of average daily net assets with respect to the International
Multi-Manager Stock Fund as long as the Fund remains completely invested in the
Portfolio or any other investment company. For the Fund's first year of
operations, INTRUST has agreed not to charge its advisory fee to the Fund in an
amount in excess of 35% of the average daily net assets of the Fund. The
investment advisory agreement for the International Multi-Manager Stock Fund
provides for an investment advisory fee payable to INTRUST by the Fund of 1.25%
of the average annual daily net assets of the Fund, if the Fund does not invest
all of its assets in the Portfolio or another investment company. All
investment advisory fees are accrued daily and paid monthly.

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

William F. Quinn has served as President of AMR since it was founded
in 1986 and Nancy A. Eckl currently serves as Vice President-Trust Investments
of AMR. Ms. Eckl previously served as Vice President-Finance and Compliance of
AMR from December 1990 to May 1995. In these capacities, Mr. Quinn and Ms.
Eckl have primary

- 30 -
<PAGE> 64
responsibility for the day-to-day operations of the Portfolio. These
responsibilities include oversight of the Portfolio Advisers, regular review of
each Portfolio Adviser's performance and asset allocations among Portfolio
Advisers.

HOTCHKIS AND WILEY, 800 West Sixth Street, 5th Floor, Los Angeles,
California 90017, is a professional investment counseling firm which was
founded in 1980 by John F. Hotchkis and George Wiley. Hotchkis and Wiley is a
division of Merrill Lynch Capital Management Group, a wholly-owned subsidiary
of Merrill Lynch & Co., Inc. Assets under management as of December 31, 1995,
were approximately $9.0 billion, which included approximately $988 million of
assets of AMR Corporation and its subsidiaries and affiliated entities.
Hotchkis and Wiley also serves as an investment adviser to the Balanced
Portfolio and the Growth and Income Portfolio of the AMR Trust. The advisory
contract provides for AMR to pay Hotchkis and Wiley an annualized fee equal to
0.60% of the first $10 million of assets under its discretionary management,
0.50% of the next $140 million of assets, 0.30% on the next $50 million of
assets, 0.20% of the next $800 million of assets and 0.15% of all excess
AMR Trust assets managed by Hotchkis and Wiley.

MORGAN STANLEY ASSET MANAGEMENT INC., 1221 Avenue of the Americas, New
York, New York 10020, is a wholly-owned subsidiary of Morgan Stanley Group Inc.
MSAM provides portfolio management and named fiduciary services to taxable and
nontaxable institutions, international organizations and individuals investing
in United States and international equity and debt securities. As of September
30, 1995, MSAM had assets under management totaling approximately $55.2
billion, including approximately $40.1 billion under active management and
$15.1 billion as named fiduciary or fiduciary adviser. As of December 31,
1995, MSAM had investment authority over approximately $404 million of assets
of AMR Corporation and its subsidiaries and affiliated entities. For its
services, AMR pays MSAM an annual fee equal to 0.80% of the first $25 million
in AMR Trust assets under its discretionary management, 0.60% of the next $25
million in assets, 0.50% of the next $24 million in assets and 0.40% on all
excess assets.

ROWE PRICE-FLEMING INTERNATIONAL, INC. , 100 East Pratt Street,
Baltimore, Maryland 21020, is a professional investment counseling firm founded
in 1979. Fleming is a joint venture owned entirely by its three parent
companies, T. Rowe Price, Robert Fleming and Jardine Fleming. As of December
31, 1995, Fleming had assets under management totaling approximately $22.2
billion, including approximately $197 million of assets of AMR and its
subsidiaries and affiliates entities. Fleming serves as an investment adviser
to the Portfolio, although AMR does not presently intend to allocate assets
from the Portfolio to Fleming. For its services to the Portfolio when total
assets under Fleming's management are less than $200 million, AMR will pay
Fleming an annualized fee equal to 0.75% of the first $20 million, 0.60% of the
next $30 million and 0.50% on amounts over $50 million. When assets under
Fleming's management exceed $200 million but are less than $500 million, AMR
will pay Fleming an annualized fee equal to 0.50% on all assets. When assets
under Fleming's management exceed $500 million but are less than $750 million,
AMR will pay an annualized fee equal to 0.45% on all assets, and when assets
exceed $750 million, AMR will pay Fleming a flat fee of 0.40% on all assets.
When asset levels are between $184 million and $200 million, Fleming will
credit AMR with an adjustment for the difference between the two fee schedules.
The credit is determined by pro-rating the difference between the original
tiered fee and the flat fee ($80,000 per annum at all asset levels) over the
difference between $200 million and the current asset size for billing
purposes.

TEMPLETON INVESTMENT COUNSEL, INC. , 500 East Broward Blvd., Suite
2100, Fort Lauderdale, Florida 33394-3091, is a professional investment
counseling firm which has been providing investment services since 1979.
Templeton is indirectly owned by Franklin Resources, Inc. As of December 31,
1995, Templeton had discretionary investment management authority with respect
to approximately $14.4 billion of assets, including approximately $288 million
of assets of AMR Corporation and its subsidiaries and affiliated entities. For
its services, AMR pays Templeton an annualized fee equal to 0.50% of the first
$100 million in AMR Trust assets under its discretionary management, .35% of
the next $50 million in assets, 0.30% of the next $250 million in assets and
0.25% on assets over $400 million.

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

- 31 -
<PAGE> 65
Solely for the purpose of determining the applicable percentage rates
when calculating the fees for each Portfolio Adviser other than MSAM, there
shall be included all other assets or trust assets of American Airlines, Inc.
also under management by each respective Portfolio Adviser. For the purpose of
determining the applicable percentage rates when calculating MSAM's fees, all
equity account assets managed by MSAM on behalf of American Airlines, Inc.
shall be included. The inclusion of any such assets will result in lower
overall fee rates being applied to the Portfolio.

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

THE SPONSOR AND DISTRIBUTOR

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

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

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

ADMINISTRATIVE SERVICES

The Funds have also entered into an Administrative Services Contract
with BISYS pursuant to which BISYS provides certain management and
administrative services necessary for the Funds' operations, including: (i)
general supervision of the operation of the Funds, including coordination of
the services performed by the Funds' Adviser, transfer agent, custodian,
independent accountants and legal counsel, regulatory compliance, including the
compilation

- 32 -
<PAGE> 66
of information for documents such as reports to, and filings with, the SEC and
state securities commissions, and preparation of proxy statements and
shareholder reports for the Funds; (ii) general supervision relative to the
compilation of data required for the preparation of periodic reports
distributed to the Funds' officers and Board of Trustees; and (iii) furnishing
office space and certain facilities required for conducting the business of the
Funds. For these services, BISYS receives from each Fund a fee, payable
monthly, at the annual rate of 0.20% of each Fund's average daily net assets.
Pursuant to a Services Agreement between the Trust and the Administrator, BISYS
assists the Trust with certain transfer and dividend disbursing agent functions
and receives a fee of $15 per account per year plus out-of-pocket expenses.
Pursuant to a Fund Accounting Agreement between the Trust and the
Administrator, the Administrator assists the Trust in calculating net asset
values and provides certain other accounting services for each Fund described
therein, for an annual fee of $30,000 per Fund plus out-of-pocket expenses.

For the International Multi-Manager Stock Fund, BISYS is paid 0.10% of
the Fund's daily net assets for administrative services.

SERVICE ORGANIZATIONS

Various banks, trust companies, broker-dealers (other than the
Sponsor) or other financial organizations (collectively, "Service
Organizations") also may provide administrative services for the Funds, such as
maintaining shareholder accounts and records. The Funds may pay fees to
Service Organizations (which vary depending upon the services provided) in
amounts up to an annual rate of 0.05% of the daily net asset value of the
Funds' shares owned by shareholders with whom the Service Organization has a
servicing relationship. The Institutional Premium Class may pay additional
fees to Service Organizations in amounts up to an annual rate of 0.50% of the
daily net asset value of the Fund's shares owned by Shareholders with whom the
Service Organization has a servicing relationship for record keeping,
communication with and education of shareholders, fiduciary services (excluding
investment management) and asset allocation services.

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

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

OTHER EXPENSES

Each Fund bears all costs of its operations, other than expenses
specifically assumed by BISYS and the Adviser. The costs borne by the Funds
include legal and accounting expenses, Trustees' fees and expenses, insurance
premiums, custodian and transfer agent fees and expenses, expenses incurred in
acquiring or disposing of the Funds' portfolio securities, expenses of
registering and qualifying the Funds' shares for sale with the SEC and with
various state securities commissions, expenses of obtaining quotations on the
Funds' portfolio securities and pricing of the Funds' shares, expenses of
maintaining the Funds' legal existence and of shareholders' meetings, and
expenses of preparing and

- 33 -
<PAGE> 67
distributing to existing shareholders reports, proxies and prospectuses. Each
Fund bears its own expenses associated with its establishment as a series of
the Trust; these expenses are amortized over a five-year period from the
commencement of a Fund's operations. See "Management" in the SAI. Trust
expenses directly attributable to a Fund are charged to that Fund; other
expenses are allocated proportionately among all of the Funds in the Trust in
relation to the net assets of each Fund.

FUND SHARE VALUATION

The net asset value per share of the Funds is calculated at 12:00 noon
(Eastern time) for the Money Market Fund and at 4:00 p.m. (Eastern time) for
each of the Non-Money Market Funds, Monday through Friday, on each day the New
York Stock Exchange is open for trading (a "Business Day"), which excludes the
following business holidays: New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day;
and the following additional business holidays for the Money Market Funds:
Martin Luther King's Birthday, Columbus Day and Veterans Day. The net asset
value per share of each share class is computed by dividing the value of the
net assets attributable to each class (i.e., the value of the assets less the
liabilities) by the total number of such class's outstanding shares. All
expenses, including fees paid to the Adviser, the Administrator and the
distributor, are accrued daily and taken into account for the purpose of
determining the net asset value. Expenses directly attributable to a Fund are
charged to the Fund; other expenses are allocated proportionately among each
Fund within the Trust in relation to the net assets of each Fund, or on another
reasonable basis. Each share class within the Fund is charged with the direct
expenses of that class and with a proportion of the general expenses of the
Fund. These general expenses (e.g., investment advisory fees) are allocated
among the classes of shares based on the relative value of their outstanding
shares.

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

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

- 34 -
<PAGE> 68

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

For the Portfolio in which the International Multi-Manager Stock Fund
invests, the Portfolio Advisers place orders for the purchase and sale of the
Portfolio's assets with brokers and dealers its selects. The Portfolio Advisers
seek the "best execution" for all portfolio transactions, but the Portfolio may
pay higher than the lowest available commission rates when the Portfolio
Advisers believe it is reasonable to do so in light of the value for the
brokerage and research services provided by the broker effecting the
transaction. Commission rates for brokerage transactions are fixed on many
foreign securities exchanges, and this may cause higher brokerage expenses to
the Portfolio than would be the case for comparable transactions effected on
United States securities exchanges. Subject to the Portfolio's policy of
obtaining the best price consistent with the quality of execution of
transactions, the Portfolio Advisers may employ broker-dealer affiliates of
the Portfolio Advisers to effect brokerage transactions for the Portfolio. The
Portfolio's payment of commission for these affiliated brokers is subject to
procedures adopted by AMR Trust's Board of Trustees to provide that the
commissions will not exceed the usual and customary broker's commissions
charged by unaffiliated brokers. No specific portion of the Portfolio's
brokerage will be directed to an affiliated broker and in no event will a
broker affiliated with the Portfolio Advisers receive brokerage transactions in
recognition of research services provided to any of them.

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

- 35 -
<PAGE> 69
The Money Market Fund uses the amortized cost method to value its
portfolio securities and seek to maintain a constant net asset value of $1.00
per share, although there may be circumstances under which this goal cannot be
achieved. The amortized cost method involves valuing a security at its cost
and amortizing any discount or premium over the period until maturity,
regardless of the impact of fluctuating interest rates on the market value of
the security. See the SAI for a more complete description of the amortized
cost method.

PURCHASE OF FUND SHARES

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

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

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

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

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

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

INTRUST FUNDS TRUST
P.O. Box 182498
Columbus, OH 43218-2498

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

Application must be overnighted to:

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

- 36 -
<PAGE> 70

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

MINIMUM PURCHASE REQUIREMENTS

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

INDIVIDUAL RETIREMENT ACCOUNTS

All Funds may be used as a funding medium for IRAs. Shares may also be
purchased for IRAs established with INTRUST Financial Corporation or any of its
affiliates or other authorized custodians. Completion of a special application
is required in order to create such an account, and the minimum initial
investment for an IRA is $250. Contributions to IRAs are subject to prevailing
amount limits set by the Internal Revenue Service. For more information
concerning investments by IRAs, call the Funds at (888) 266-8787.

EXCHANGE OF FUND SHARES

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

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

- 37 -
<PAGE> 71
within a few days of the completion of the transaction. Shareholders will
receive at least 60 days' prior written notice of any modification or
termination of the exchange privilege.

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

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

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

REDEMPTION OF FUND SHARES

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

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

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

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

- 38 -
<PAGE> 72
time by the Funds. If the Funds terminate any particular service, they will do
so only after giving written notice to shareholders. Redemption by mail will
always be available to shareholders.

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

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

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

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

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

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

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

Systematic Withdrawal Plan. An owner of $10,000 or more of shares of
a Fund may elect to have periodic redemptions from his or her account to be
paid on a monthly, quarterly, semi-annual or annual basis. The minimum
periodic payment is $100. A sufficient number of shares to make the scheduled
redemption will normally be redeemed on the date selected by the shareholder.
Depending on the size of the payment requested and fluctuation in the net asset

- 39 -
<PAGE> 73
value, if any, of the shares redeemed, redemptions for the purpose of making
such payments may reduce or even exhaust the account. A shareholder may
request that these payments be sent to a predesignated bank or other designated
party. Capital gains and dividend distributions paid to the account will
automatically be reinvested at net asset value on the distribution payment
date.

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

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

DIVIDENDS, DISTRIBUTIONS AND FEDERAL INCOME TAX

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

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

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

- 40 -
<PAGE> 74
Investors who redeem all or a portion of Fund shares prior to a
dividend payment date will be entitled on the next dividend payment date to all
dividends declared but unpaid on those shares at the time of their redemption.

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

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

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

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

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

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

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

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

- 41 -
<PAGE> 75
Those Funds that may invest in securities of foreign issuers may be
subject to withholding and other similar income taxes imposed by a foreign
country. Each of these Funds intends to elect, if it is eligible to do so
under the Code, to "pass-through" to its shareholders the amount of such
foreign taxes paid. If such an election is made by a Fund, each shareholder of
that Fund would be required to include in gross income the taxable dividends
received and the amount of pro rata share of those foreign taxes paid by the
Fund. Each shareholder would be entitled either to deduct (as an itemized
deduction) his pro rata share of the foreign taxes in computing his taxable
income or to use it (subject to limitations) as a foreign tax credit against
his U.S. Federal income tax liability. No deduction for foreign taxes may be
claimed by a shareholder who does not itemize deductions. Each shareholder
will be notified within 60 days after the close of a Fund's taxable year
whether the foreign taxes paid by the Fund will "pass-through" for that year.

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

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

OTHER INFORMATION

CAPITALIZATION STRUCTURE

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

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

- 42 -
<PAGE> 76
Under Delaware law, shareholders could, under certain circumstances,
be held personally liable for the obligations of the Trust. However, the
Declaration of Trust disclaims liability of the shareholders, Trustees or
officers of the Trust for acts or obligations of the Trust, which are binding
only on the assets and property of the Trust and requires that notice of the
disclaimer be given in each contract or obligation entered into or executed by
the Trust or the Trustees. The Declaration of Trust provides for
indemnification out of Trust property for all loss and expense of any
shareholder held personally liable for the obligations of the Trust. The risk
of a shareholder incurring financial loss on account of shareholder liability
is limited to circumstances in which the Trust itself would be unable to meet
its obligations and should be considered remote.

INTERNATIONAL MULTI-MANAGER STOCK FUND STRUCTURE

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

The International Multi-Manager Stock Fund seeks to achieve its
investment objective by investing all of its investable assets in the
Portfolio, which has the same investment objective and policies as the
International Multi-Manager Stock Fund. Accordingly, the Portfolio directly
acquires its own securities and the International Multi-Manager Stock Fund
acquires an indirect interest in those securities. The investment objective
and fundamental investment policies of the International Multi-Manager Stock
Fund and the Portfolio can be changed only with shareholder approval. See
"Highlights," "Investment Policies and Practices of the Funds," and "Management
of the Funds" for a complete description of the Portfolio's investment
objective, policies, restrictions, management, and expenses.

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

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

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

- 43 -
<PAGE> 77
VOTING

Shares entitle their holders to one vote per share (with proportionate
voting for fractional shares). As used in this Prospectus, the phrase "vote of
a majority of the outstanding shares" of a Fund (or the Trust) means the vote
of the lesser of: (1) 67% of the shares of a Fund (or the Trust) present at a
meeting if the holders of more than 50% of the outstanding shares are present
in person or by proxy; or (2) more than 50% of the outstanding shares of a Fund
(or the Trust).

PERFORMANCE INFORMATION

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

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

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

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

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

Performance information for a Fund may be compared to various
unmanaged indices, such as those indices prepared by Lipper Analytical
Services, Standard & Poor's 500 Stock Index, the Dow Jones Industrial Average
and other entities or organizations which track the performance of investment
companies. Any performance information should

- 44 -
<PAGE> 78
be considered in light of the Fund's investment objectives and policies,
characteristics and quality of the Funds and the market conditions during the
time period indicated, and should not be considered to be representative of
what may be achieved in the future. For a description of the methods used to
determine yield and total return for the Funds, see the SAI.

The International Multi-Manager Stock Fund invests all of its
investable assets in the Portfolio. The Portfolio's predecessor fund, the
American AAdvantage International Equity Fund, a series of the American
AAdvantage Funds, has been in existence since August 7, 1991. On November 1,
1995, the American AAdvantage Funds reorganized into a Hub and Spoke(R)
structure. As part of the reorganization, the AMR Trust was created to serve as
the "Hub" trust and the American AAdvantage Funds served as one of the initial
"Spoke" trusts. Performance shown is based in part on the American AAdvantage
International Equity Fund, which also invests in the Portfolio. Performance
shown represents average annualized total return, consisting of returns of the
Institutional Class of the American AAdvantage International Equity Fund from
its August 7, 1991 inception until November 1, 1995, and then return based on
the Portfolio, adjusted for estimated fees and expenses of the Institutional
Service Class of the International Multi-Manager Stock Fund as indicated in the
Fee Table in this Prospectus.

<TABLE>
<CAPTION>
Lipper
International
FUND Index
<S> <C> <C>
1 Year: 14.12% 10.74%
3 Years: 14.04% 9.62%
5 Years: 10.94% 9.91%
Since Inception (8/7/91): 10.92% 10.15%
</TABLE>

Past performance is not indicative of future performance.

ACCOUNT SERVICES

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

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

SHAREHOLDER INQUIRIES

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

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

- 45 -
<PAGE> 79
APPENDIX

DESCRIPTION OF MOODY'S BOND RATINGS:

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

DESCRIPTION OF S&P'S BOND RATINGS:

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

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

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

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

A-1
<PAGE> 80
MIG 1/VMIG 1: This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.

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

A-2
<PAGE> 81

<TABLE>
<S> <C>
INTRUST FUNDS TRUST

A FAMILY OF
Address for MUTUAL FUNDS
Trust Clients of INTRUST Bank, N.A.
- ------------------------------------------------
105 North Main Street The Money Market Fund seeks to provide investors
Box One with current income, liquidity and the maintenance
Wichita, Kansas, 67202 of a stable net asset value of $1.00 per share by
investing in high quality, short-term obligations
Investment Adviser
- ------------------ The Short-Term Bond Fund seeks to provide
investors with as high a level of current income
INTRUST Bank, N.A. as is consistent with liquidity and safety of
105 North Main Street principal by investing primarily in investment
Box One grade short term obligations
Wichita, Kansas, 67202
The Intermediate Bond Fund seeks to provide
AMR Investment Services, Inc. investors with as high a level of current income
4333 Amon Carter Blvd. MD5645 as is consistent with managing for total return by
Fort Worth, Texas 76155 investing in fixed income securities
(Money Market Fund only)
The Stock Fund seeks to provide investors with
ARK Asset Management, Inc. long-term capital appreciation
One New York Plaza
New York, NY 10004 The International Multi-Manager Stock Fund seeks
(Stock Fund only) to provide investors with long-term capital
appreciation. The Fund seeks to achieve this
Galliard Capital Management, Inc. objective by investing all of its investable assets
800 La Salle Avenue in the International Equity Portfolio of the AMR
Suite 2060 Investment Services Trust, which invests primarily
Minneapolis, MN 55479-2052 in equity securities of issuers based outside of
(Short-Term Bond Fund and the United States
Intermediate Bond Fund)
PROSPECTUS
Administrator and Sponsor and Distributor
- ----------------------------------------- December __, 1996

BISYS Funds Services
3435 Stelzer Road Investment Adviser
Columbus, Ohio 43219 INTRUST BANK, N.A.

Custodian
- ---------

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

Counsel
- -------

Baker & McKenzie
805 Third Avenue
New York, New York 10022

Independent Accountants
- -----------------------

KPMG Peat Marwick LLP
Two Nationwide Plaza
Columbus, Ohio 43215
</TABLE>

<PAGE> 82

INTRUST FUNDS TRUST
3435 Stelzer Road, Columbus, Ohio 43219
General and Account Information: (888) 266-8787
- --------------------------------------------------------------------------------

INTRUST BANK, N.A.--Investment Adviser
("INTRUST" or the "Adviser")

BISYS FUND SERVICES
Administrator, Sponsor and Distributor
("BISYS" or the "Administrator" or the "Distributor")

STATEMENT OF ADDITIONAL INFORMATION

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

MONEY MARKET FUND

- Money Market Fund

NON MONEY MARKET FUNDS

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

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

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

This SAI is not a prospectus and is only authorized for
distribution when preceded or accompanied by a prospectus for the applicable
Fund dated December __, 1996 (the "Prospectus"). This SAI contains additional
and more detailed information than that set forth in each Prospectus and should
be read in conjunction with the applicable Prospectus. The Prospectuses may be
obtained without charge by writing or calling the Funds at the address and
information number printed above.

December __, 1996
<PAGE> 83
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
INVESTMENT POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

INVESTMENT RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . 16

KANSAS RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Trustees and Officers . . . . . . . . . . . . . . . . . . . . . 29
Trustees and Officers of AMR Investment
Services Trust . . . . . . . . . . . . . . . . . . . . . . . . . 31
Investment Advisers . . . . . . . . . . . . . . . . . . . . . . 35
The Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . 36
Distribution of Fund Shares . . . . . . . . . . . . . . . . . . 39
Distribution Plan . . . . . . . . . . . . . . . . . . . . . . . 40
Administrative Services . . . . . . . . . . . . . . . . . . . . 41
Service Organizations . . . . . . . . . . . . . . . . . . . . . 41

EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

DETERMINATION OF NET ASSET VALUE . . . . . . . . . . . . . . . . . . . . 43

PORTFOLIO TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . 45
Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . . . 47

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Kansas Tax-Exempt Bond Fund. . . . . . . . . . . . . . . . . . . 55

OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . 58
Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . 59
Custodian Transfer Agent and Dividend
Disbursing Agent . . . . . . . . . . . . . . . . . . . . . . . . 60
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Yield and Performance Information . . . . . . . . . . . . . . . 60
Financial Statements . . . . . . . . . . . . . . . . . . . . . . 62
</TABLE>

-i-
<PAGE> 84
INVESTMENT POLICIES

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

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

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

Mortgage-Related Securities. (All Funds). These Funds may,
consistent with their respective investment objective and policies, invest in
mortgage-related securities issued or
<PAGE> 85
guaranteed by the U.S. Government or its agencies or instrumentalities.

Mortgage-related securities, for purposes of the Fund's
Prospectus and this SAI, represent pools of mortgage loans assembled for sale
to investors by various governmental agencies such as the Government National
Mortgage Association and government-related organizations such as the Federal
National Mortgage Association and the Federal Home Loan Mortgage Corporation,
as well as by nongovernmental issuers such as commercial banks, savings and
loan institutions, mortgage bankers, and private mortgage insurance companies.
Although certain mortgage-related securities are guaranteed by a third party or
otherwise similarly secured, the market value of the security, which may
fluctuate, is not so secured. If the Fund purchases a mortgage-related
security at a premium, that portion may be lost if there is a decline in the
market value of the security whether resulting from changes in interest rates
or prepayments in the underlying mortgage collateral. As with other
interest-bearing securities, the prices of such securities are inversely
affected by changes in interest rates. However, though the value of a
mortgage-related security may decline when interest rates rise, the converse is
not necessarily true since in periods of declining interest rates the mortgages
underlying the securities are prone to prepayment. For this and other reasons,
a mortgage-related security's stated maturity may be shortened by unscheduled
prepayments on the underlying mortgages and, therefore, it is not possible to
predict accurately the security's return to the Fund. In addition, regular
payments received in respect of mortgage-related securities include both
interest and principal. No assurance can be given as to the return a Fund will
receive when these amounts are reinvested.

There are a number of important differences among the agencies
and instrumentalities of the U.S. Government that issue mortgage-related
securities and among the securities that they issue. Mortgage-related
securities created by the Government National Mortgage Association ("GNMA")
include GNMA Mortgage Pass-Through Certificates (also known as "Ginnie Maes")
which are guaranteed as to the timely payment of principal and interest and
such guarantee is backed by the full faith and credit of the United States.
GNMA is a wholly-owned U.S. Government corporation within the Department of
Housing and Urban

-3-
<PAGE> 86
Development. GNMA certificates also are supported by the authority of GNMA to
borrow funds from the U.S. Government to make payments under its guarantee.
Mortgage-related securities issued by the Federal National Mortgage Association
("FNMA") include FNMA Guaranteed Mortgage Pass-Through Certificates (also known
as "Fannie Maes") which are solely the obligations of the FNMA and are not
backed by or entitled to the full faith and credit of the United States. The
FNMA is a government-sponsored organization owned entirely by private
stock-holders. Fannie Maes are guaranteed as to timely payment of the
principal and interest by FNMA. Mortgage-related securities issued by the
Federal Home Loan Mortgage Corporation ("FHLMC") include FHLMC Mortgage
Participation Certificates (also known as ("Freddie Macs" or "PCs"). The FHLMC
is a corporate instrumentality of the United States, created pursuant to an Act
of Congress, which is owned entirely by Federal Home Loan Banks. Freddie Macs
are not guaranteed by the United States or by any Federal Home Loan Banks and
do not constitute a debt or obligation of the United States or of any Federal
Home Loan Bank. Freddie Macs entitle the holder to timely payment of interest,
which is guaranteed by the FHLMC. The FHLMC currently guarantees timely
payment of interest and either timely payment of principal or eventual payment
of principal, depending upon the date of issue. When the FHLMC does not
guarantee timely payment of principal, FHLMC may remit the amount due on
account of its guarantee of ultimate payment of principal at any time after
default on an underlying mortgage, but in no event later than one year after it
becomes payable.

Commercial Paper (All Funds). Commercial paper includes
short-term unsecured promissory notes, variable rate demand notes and variable
rate master demand notes issued by domestic and foreign bank holding companies,
corporations and financial institutions and similar taxable instruments issued
by government agencies and instrumentalities. All commercial paper purchased
by the Funds is, at the time of investment, rated in one of the top two (top
three with respect to the Short-Term Bond Fund) rating categories of at least
one Nationally Recognized Statistical Rating Organization ("NRSRO") or, if not
rated, are, in the opinion of the Adviser or the Portfolio Advisers, as
applicable, of an investment quality comparable to rated commercial paper in
which the Funds may invest, or, with respect to the Money Market Fund, (i)
rated "P-1" by Moody's Investors Service, Inc. ("Moody's") and "A-1" or better
by

-4-
<PAGE> 87
Standard & Poor's Corporation ("S&P") or in a comparable rating category by any
two NRSROs that have rated the commercial paper or (ii) rated in a comparable
category by only one such organization if it is the only organization that has
rated the commercial paper (and provided the purchase is approved or ratified
by the Fund's Board of Trustees or the AMR Trust's Board of Trustees, as
applicable).

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

After purchase by a Fund, a security may cease to be rated or
its rating may be reduced below the minimum required for purchase by the Fund.
Neither event will require a sale of such security by the Fund. However, the
Fund's Adviser or Portfolio Advisers, as applicable, will consider such event in
its determination of whether the Fund should continue to hold the security. To
the extent the ratings given by a NRSRO may change as a result of changes in
such organizations or their rating systems, the Fund will attempt to use
comparable ratings as standards for investments in accordance with the
investment policies contained in the Prospectus and in this SAI.

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

Since the Funds may invest in securities denominated in
currencies other than the U.S. dollar, and since those Funds may temporarily
hold funds in bank deposits or other money market investments denominated in
foreign currencies, a Fund may be affected favorably or unfavorably by exchange
control regulations or changes in the exchange rate between such currencies and
the dollar. Changes in foreign currency exchange rates will influence values
within the Fund from the perspective of U.S. investors. Changes in foreign
currency exchange rates may also affect the value of dividends and interest
earned, gains and losses realized on the sale of securities, and net investment
income and gains, if any, to be distributed to shareholders by the Fund. The
rate of exchange between the U.S. dollar and other

-5-
<PAGE> 88
currencies is determined by the forces of supply and demand in the foreign
exchange markets. These forces are affected by the international balance of
payments and other economic and financial conditions, government intervention,
speculation and other factors.

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

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

-6-
<PAGE> 89
or foreign entities. Yankeedollar obligations are U.S. dollar obligations
issued inside the United States by foreign entities. Bearer deposit notes are
obligations of a bank, rather than a bank holding company. Similar to
certificates of deposit, deposit notes represent bank level investments and,
therefore, are senior to all holding company corporate debt.

Variable and Floating Rate Demand and Master Demand
Obligations (All Funds). The Funds may, from time to time, buy variable rate
demand obligations issued by corporations, bank holding companies and financial
institutions and similar taxable and tax-exempt instruments issued by
government agencies and instrumentalities. These securities will typically
have a maturity of 397 days or less with respect to the Money Market Fund or
five to twenty years with respect to the Non-Money Market Funds, but carry with
them the right of the holder to put the securities to a remarketing agent or
other entity on short notice, typically seven days or less. The obligation of
the issuer of the put to repurchase the securities may or may not be backed by
a letter of credit or other obligation issued by a financial institution. The
purchase price is ordinarily par plus accrued and unpaid interest.

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

-7-
<PAGE> 90

as applicable or, pursuant to guidelines established by the Board of Trustees
or the AMR Trust Board, as applicable, to be of comparable quality to rated
issuers or instruments eligible for investment by the Funds.

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

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

The Funds will earn income for lending their securities
because cash collateral pursuant to these loans will be invested in short-term
money market instruments. In connection with

-8-
<PAGE> 91
lending securities, the Funds may pay reasonable finders, administrative and
custodial fees. Loans of securities involve a risk that the borrower may fail
to return the securities or may fail to provide additional collateral.

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

Repurchase Agreements (All Funds). The Funds may invest in
securities subject to repurchase agreements with any bank or registered
broker-dealer who, in the opinion of the Trustees or the AMR Trust Board, as
applicable, present a minimum risk of bankruptcy. Such agreements may be
considered to be loans by the Funds for purposes of the Investment Company Act
of 1940, as amended (the "1940 Act"). A repurchase agreement is a transaction
in which the seller of a security commits itself at the time of the sale to
repurchase that security from the buyer at a mutually agreed-upon time and
price. The repurchase price exceeds the sale price, reflecting an agreed-upon
interest rate effective for the period the buyer owns the security subject to
repurchase. The agreed-upon rate is unrelated to the interest rate on that
security. The Adviser and the Portfolio Advisers will monitor the value of the
underlying security at the time the

-9-
<PAGE> 92
transaction is entered into and at all times during the term of the repurchase
agreement to insure that the value of the security always equals or exceeds the
repurchase price. In the event of default by the seller under the repurchase
agreement, the Funds may have problems in exercising their rights to the
underlying securities and may incur costs and experience time delays in
connection with the disposition of such securities.

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

Guaranteed Investment Contracts (Short-Term Bond Fund). The
Fund may invest in guaranteed investment contracts ("GICs") issued by insurance
companies. Pursuant to such contracts, the Fund makes cash contributions to a
deposit fund of the insurance company's general account. The insurance company
then credits to the deposit fund on a monthly basis guaranteed interest at a
rate based on an index. The GICs provide that this guaranteed interest will
not be less than a certain minimum rate. The insurance company may assess
periodic charges against a GIC for expense and service costs allocable to it,
and these charges will be deducted from the value of the deposit fund. The
Fund will purchase a GIC only when the Adviser has determined that the GIC
presents minimal credit risks to the Fund and is of comparable quality to
instruments in which the Fund may otherwise invest. Because the Fund may not
receive the principal amount of a GIC from the insurance company on seven days'
notice or less, a GIC may be considered an illiquid investment. The term of a
GIC will be one year or less.

-10-
<PAGE> 93
In determining the average weighted portfolio maturity of the
Fund, a GIC will be deemed to have a maturity equal to the period of time
remaining until the next readjustment of the guaranteed interest rate. The
interest rate on a GIC may be tied to a specified market index and is
guaranteed not to be less than a certain minimum rate.

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

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

-11-
<PAGE> 94
Each Fund may also invest in restricted securities issued
under Section 4(2) of the Securities Act, which exempts from registration
"transactions by an issuer not involving any public offering." Section 4(2)
instruments are restricted in the sense that they can only be resold through
the issuing dealer and only to institutional investors; they cannot be resold
to the general public without registration. Restricted securities issued under
Section 4(2) of the Securities Act will be treated as illiquid and subject to
the Fund's investment restriction on illiquid securities.

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

Pursuant to guidelines set forth by and under the supervision of the
Board of Trustees or the AMR Trust Board, as applicable, the Adviser or the
Portfolio Advisers, will monitor the liquidity of restricted securities in a
Fund's portfolio. In reaching liquidity decisions, the Adviser will consider,
among other things, the following factors: (1) the frequency of trades and
quotes for the security over the course of six months or as determined in the
discretion of the Adviser or the Portfolio Advisers, as applicable; (2) the
number of dealers wishing to purchase or sell the security and the number of
other potential purchasers over the course of six months or as determined in
the discretion of the Investment Adviser; (3) dealer undertakings to make a
market in the security; (4) the nature of the security and the marketplace in
which it trades (e.g., the time needed to dispose of the security, the method
of soliciting offers and the mechanics of the transfer); and (5) other factors,
if any, which the Adviser deems relevant. The Adviser will also monitor the
purchase of Rule 144A securities to assure that the total of all Rule 144A
securities held by a Fund does not exceed 10% of the

-12-
<PAGE> 95
Fund's average daily net assets. Rule 144A securities which are determined to
be liquid based upon their trading markets will not, however, be required to be
included among the securities considered to be illiquid for purposes of
Investment Restriction No. 1. Investments in Rule 144A securities could have
the effect of increasing Fund illiquidity.

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

The Portfolio may enter into forward contracts under two
circumstances. First, with respect to specific transactions, when the
Portfolio enters into a contract for the purchase or sale of a security
denominated in a foreign currency, it may desire to "lock in" the U.S. dollar
price of the security. By

-13-
<PAGE> 96
entering into a forward contract for the purchase or sale, for a fixed amount
of dollars, of the amount of foreign currency involved in the underlying
security transactions, the Portfolio may be able to protect itself against a
possible loss resulting from an adverse change in the relationship between the
U.S. dollar and the subject foreign currency during the period between the date
the security is purchased or sold and the date on which payment is made or
received.

Second, the Portfolio may enter into forward contracts in
connection with existing portfolio positions. For example, when the Portfolio
Advisers of the Portfolio believes that the currency of a particular foreign
country may suffer a substantial decline against the U.S. dollar, the Portfolio
may enter into a forward contract to sell, for a fixed amount of dollars, the
amount of foreign currency approximating the value of some or all of the
Portfolio's investment securities denominated in such foreign currency.

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

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

When required by applicable regulatory guidelines, the
Portfolio will set aside cash, U.S. Government Securities or

-14-
<PAGE> 97
other liquid, high-grade debt securities in a segregated account with its
custodian in the prescribed amount.

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

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

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

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

-15-
<PAGE> 98

INVESTMENT RESTRICTIONS

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

Each Fund, except as indicated, may not:

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

(2) Borrow money or pledge, mortgage or hypothecate its
assets, except that a Fund may enter into reverse repurchase
agreements or borrow from banks up to 33-1/3% (10% for Kansas
Tax-Exempt Bond Fund) of the current value of its net assets for
temporary or emergency purposes or to meet redemptions. Each Fund
(except Kansas Tax-Exempt Bond Fund) has adopted a non-fundamental
policy to limit such borrowing to 10% of its net assets and those
borrowings may be secured by the pledge of not more than 15% of the
current value of its total net assets (but investments may not be
purchased by the Fund while any such borrowings exist). With respect
to the Kansas Tax-Exempt Bond Fund, all

-16-
<PAGE> 99

borrowings in excess of 5% will be repaid before additional
investments are made. The Short-Term Bond Fund has adopted a
non-fundamental policy to limit its borrowings for other than
temporary or defensive purpose or to meet redemptions to an amount not
to exceed an amount equal to 5% of its net assets.

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

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

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

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

(7) Invest in real property (including limited
partnership interests but excluding real estate investment trusts and
master limited partnerships, debt obligations secured by real estate
or interests therein, and securities issued by other companies that
invest in real estate or interest therein), commodities, commodity
contracts, or oil, gas and other mineral resource, exploration,
development, lease or arbitrage transactions. The Kansas Tax-Exempt
Bond Fund's policy with respect to oil, gas and other mineral
resource, exploration, development or leases is a non-fundamental
policy;

(8) Engage in the business of underwriting securities of
other issuers, except to the extent that the disposal of an investment
position may technically cause it to be

-17-
<PAGE> 100
considered an underwriter as that term is defined under the Securities
Act of 1933;

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

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

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

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

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

-18-
<PAGE> 101

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

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

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

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

The following seven restrictions have been adopted by the
Portfolio and may be changed with respect to the Portfolio only by the majority
vote of the Portfolio's outstanding interests, which as used herein means the
lesser of (a) 67% of the interests of the Portfolio present at the meeting if
the holders of more than 50% of the interests are present and

-19-
<PAGE> 102

represented at the interest holders' meeting or (b) more than 50% of the
interests of the Portfolio. Whenever the Fund is requested to vote on a change
in the investment restrictions of the Portfolio, the Fund will hold a meeting
of its shareholders and will cast its votes as instructed by its shareholders.

The Portfolio may not:

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

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

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

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

5. Engage in the business of underwriting securities
issued by others, except to the extent that, in connection

-20-
<PAGE> 103
with the disposition of securities, the Portfolio may be deemed an
underwriter under federal securities law.

6. Make loans to any person or firm, provided, however,
that the making of a loan shall not be construed to include (i) the
acquisition for investment of bonds, debentures, notes or other
evidences of indebtedness of any corporation or government which are
publicly distributed or (ii) the entry into repurchase agreements and
further provided, however, that the Portfolio may lend its portfolio
securities to broker-dealers or other institutional investors in
accordance with the guidelines stated in the Prospectus.

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

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

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

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

1. Purchase securities on margin, effect short sales
(except that the Portfolio may obtain such short-term credits as may
be necessary for the clearance of purchases

-21-
<PAGE> 104
or sales of securities) or purchase or sell call options or engage in
the writing of such options.

2. Purchase or retain the securities of an issuer if, to
the AMR Trust's knowledge, one or more of the trustees or officers of
the AMR Trust, or the investment adviser responsible for the
investment of the AMR Trust's assets or its directors or officers,
individually own beneficially more than 1/2 of 1% of the securities
of such issuer and together own beneficially more than 5% of such
securities.

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

In addition, the Portfolio may not invest in warrants, except
as permitted by its investment policies as described in the Prospectus,
provided that the Portfolio shall not invest more than 5% of its net assets,
valued at the lower of cost or market, in warrants or more than 2% of its net
assets in warrants which are not listed on the New York or American Stock
Exchanges.

KANSAS RISK FACTORS

The following information is a brief summary of particular
Kansas state factors effecting the Kansas Tax-Exempt Bond Fund and does not
purport to be a complete description of such factors. The financial condition
of the state, its public authorities and local governments could affect the
market values and marketability of, and therefore the net asset value per share
and the interest income of the Fund, or result in the default of existing
obligations, including obligations which may be held by the Fund. Further, the
state faces numerous forms of litigation seeking significant damages which, if
awarded, may adversely affect the financial situation of the state or issuers
located in

-22-
<PAGE> 105

such state. It should be noted that the creditworthiness of obligations issued
by local issues may be unrelated to the creditworthiness of a state, and there
is no obligation on the part of the state to make payment on such local
obligations in the event of default in the absence of a specific guarantee or
pledge provided by a state. The information contained below is based primarily
upon information derived from state official statements, Certified Annual
Financial Reports, state and industry trade publications, newspaper articles,
other public documents relating to securities offerings of issuers of such
states, and other historically reliable sources. It has not been independently
verified by the Fund. The Fund makes no representation or warranty regarding
the completeness or accuracy of such information. The market value of shares
of the Fund may fluctuate due to factors such as change in interest rates,
matters affecting a particular state, or for other reasons.

General Economic Conditions. Kansas is the 14th largest state
in terms of size with an area in excess of 82,000 square miles. It is
rectangular in shape and is 411 miles long from east to west and 208 miles
wide. The geographic center of the 48 contiguous states lies within its
borders. Kansas became the 34th state in 1861 and Topeka was chosen to be the
capitol later that year. The population of the State of Kansas has grown from
2,477,588 in 1990 to 2,554,047 in 1994. This represents a percentage increase
of 3.1%. In comparison, the growth in population of the United States was 4.7%.

Relatively strong growth in manufacturing and construction
employment propelled the state's 1995 employment growth. Employment growth
exceeded the national rate of increase, a rarity in recent years. In only three
of the prior 13 years had Kansas employment growth exceeded that of the nation.
All but one of the state's major labor markets (finance, insurance and real
estate) had employment gain between 1994 and 1995. There are two measures of
employment in Kansas: place-of-residence data and place-of-work data. The
former are based on a sample survey of Kansas households, while the latter are
based on data primarily obtained directly from firms as part of the
unemployment insurance program. In 1995, place-of-residence data indicated that
Kansas employment grew 2.8%, while place-of-work data showed

-23-
<PAGE> 106
a 5.4% increase. The growth rates exceeded the corresponding national growth
rates of 1.6% and 2.3%. Average monthly unemployment fell from 70,000 in 1994
to 56,200 in 1995. Likewise the average monthly unemployment rate fell from
5.3% to 4.2% from 1994 to 1995.

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

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

In "The FY 1997 Governor's Budget Report," the actual fiscal
year is fiscal year 1995, the current fiscal year is fiscal year 1996, and the
budget year is fiscal year 1997. By law, "The Governor's Budget Report" must
reflect actual year spending, the Governor's revised spending recommendations
for the current fiscal year, state agency spending requests for the budget
year, and the Governor's spending recommendations for the budget year. The
budget recommendations cannot include the expenditure of anticipated income
attributable to proposed legislation.

Revenues and Expenditures. The State General Fund is the
largest of the "uncommitted" revenue sources available to the state. It is also
the fund to which most general tax receipts are credited. The Legislature may
spend State General Fund dollars for any purpose. All revenues coming into the
state treasury not

-24-
<PAGE> 107
specifically authorized by statute or the constitution to be placed in a
separate fund are deposited in the State General Fund.

Fiscal Year 1996. The Governor's fiscal year 1996 budget
recommendations total $7.9 billion from all funding sources and approximately
$3.47 billion from the State General Fund. The budget includes a total of
44,697.9 state employees, a reduction of 118.7 from the amount approved by the
1995 Legislature. These recommendations reflect significant changes to the
budget approved by the 1995 Legislature. In September 1995, the Governor
announced the need for a 1.5% across-the-board reduction to the budgets of most
agencies funded through the State General Fund. This action was necessary
because of a shortfall of approximately $25 million in estimated fiscal year
1995 receipts and resulting downward revisions to the consensus revenue
estimate made for fiscal year 1996. In addition to the 1.5% reduction,
significant savings were available in agency budgets because of a reduction in
the funding requirements for group health insurance rates for state employees
and in the funding necessary for the state share of local option school
budgets. In total, these adjustments allow the Governor to recommend a budget
which maintains the targeted 7.5% ending balance for fiscal year 1996 while
providing only necessary supplemental appropriations to maintain commitments to
higher education and public schools. In addition, the Governor directed all
agencies under his supervision to reduce their workforce by 2% in fiscal year
1996 through attrition and retirements. The salary savings attributable to
those reductions will be identified at the end of the fiscal year.

Fiscal Year 1997. The fiscal year 1997 budget recommendations
include all funding source expenditures of $7.8 billion, a reduction of almost
$100 million from fiscal year 1996. The largest single source of fiscal year
1997 receipts is the State General Fund, with 46.6% of the total receipts.
Individual income taxes account for the largest source of State General Fund
revenue, totaling $1.410 billion (39.9%) in fiscal year 1997. The next largest
category, sales and use taxes, is projected to generate $1.392 billion (39.5%)
for the State General Fund during fiscal year 1997. State General Fund
expenditure recommendations for fiscal year 1997 are $3.52 billion, an increase
of 1.4%. The Governor recommends that

-25-
<PAGE> 108
$1,923.7 million, or 54.6% of State General Fund expenditures be used for aid
to local units of government.

Federal grants represent 21.9% of total receipts from all
funding sources, with 42 state agencies receiving $1.7 billion in fiscal year
1997. Of the $1.7 billion, 50.4% will go to the Department of Social and
Rehabilitation Services. This is followed by the Department of Transportation,
15.4%, the Department of Education, 12%, the Regents institutions, 5.8%, and
the Department of Health and Environment, 4.3%. The remaining 12.1% is
distributed to 29 other agencies. Agency service charges include revenues
received for services provided by state agencies. This includes charges for
inspections, examinations, and audits; fees collected for tuition and fees at
the Regents institutions; and admissions to the Kansas State Fair. This revenue
category represents 6.6% of total receipts for fiscal year 1997.

Dedicated sales tax receipts represent revenues from four
taxes that are collected for a specific purpose and are deposited in special
revenue funds, rather than the State General Fund. Taxes on motor fuels and
vehicle registrations as well as a dedicated sales tax of one-quarter of a cent
are credited to the State Highway Fund. A statewide property tax of 1.5 mills
is assessed for construction and maintenance of state buildings at Regents
institutions and state hospitals. This revenue category represents 5.1% of
total receipts for fiscal year 1997.

Other special revenue receipts include license fees, interest
earnings on special revenue funds, non-federal grants, the sale of state
property, and numerous other miscellaneous revenue sources. This revenue
category represents 8.9% of total receipts for fiscal year 1997. Non revenue
receipts are collections and reimbursements not considered revenue. Examples
include collections by the Department of Human Resources for the payment of
unemployment benefits and collections by KPERSS for payment of retirement
benefits. Collections made by SRS from absent parents for child support are
also included in this category. This category represents 8.5% of total receipts
for fiscal year 1997. Lottery ticket sales account for the remaining 2.4% of
total receipts for fiscal year 1997 from all funding sources.

-26-
<PAGE> 109
It was clear from the beginning of the fiscal year 1997 budget
process that the revenues available to state government could not support
continuation of existing levels of service for all agencies. A variety of
factors contributed to the austerity of the fiscal year 1997 budget. First and
most important, for the past two fiscal years, the State General Fund ending
balance was significantly above the 7.5% ending balance target, allowing
expenditures to exceed receipts in both fiscal years 1995 and 1996. In simple
terms, fiscal year 1997 cannot exceed receipts while complying with the ending
balance requirements. The expenditures in fiscal year exceeded receipts by
$106.6 million. In effect, the first claim on projected increases in State
General Fund receipts for fiscal year 1997 will be to correct this imbalance.
Second, a variety of factors required significant additional funding for the
school finance formula including enrollment growth, the second year of
increased aid requirements to offset motor vehicle tax reductions passed by the
1995 Legislature, the remainder of the Real Estate Settlement Procedures Act
(RESPA) adjustment, and growth in capital improvement aid. In addition, growth
in inmate populations required additional staff and funding for correctional
institutions. Further, caseload and cost increases in various populations
served by SRS seriously affected the fiscal year 1997 budget.

Debt Administration and Limitation. The State of Kansas
finances a portion of its capital expenditures with various debt instruments.
Of capital expenditures that are debt-financed, revenue bonds and loans from
the Pooled Money Investment Board finance most capital improvements for
buildings, and certificates of participation and "third-party" financing pay
for most capital equipment. The Kansas Constitution makes provision for the
issuance of general obligation bonds subject to certain restrictions; however,
no bonds have been issued under this provision for many years. No other
provision of the Constitution or state statute limits the amount of debt that
can be issued. As of June 30, 1995, the state had authorized but unissued debt
of $27,230,000.

Although the state has no General Obligation rating, it seeks
an underlying rating on specific issues of at least "AA-" from Standard &
Poor's and "A1" from Moodys. The ratings for the most recently issued fixed
rate bonds issued by the Kansas

-27-
<PAGE> 110
Department of Transportation were "Aa" and "AA" from Moodys and Standard &
Poor's respectively. The Kansas Development Finance Authority is currently
working with the rating agencies to obtain a rating indicator for the State of
Kansas.

The Kansas Department of Transportation issues debt to finance
highway projects. The Comprehensive Highway Program began during fiscal year
1989. The 20-year bonds will be retired with motor fuel taxes, motor vehicle
registration fees, retail sales and compensating use taxes, and accrued
interest. During fiscal years 1994 and 1995, the state sold bonds totaling
approximately $151 million and $167.1 million, respectively. Again, the largest
use of the bond proceeds was $125 million and $140 million for the
Comprehensive Highway Program for these two years, respectively.

Other State of Kansas debt is issued by the Kansas Development
Finance Authority (KDFA), an independent instrumentality of the state which was
created in 1987 for this purpose. The Governor's budget recommendations for
Regents institutions are a significant departure from the traditional way
revenues from the Educational Building Fund (EBF) have been used for
construction projects at the state's universities. Based on concerns for the
aging buildings on the state's campuses, the Governor recommends that KDFA
issue bonds in fiscal year 1997 in the amount of $156.5 million to address a
wide variety of rehabilitation and repair projects at the universities. With
interest earnings, the total project costs would be an estimated $163.6
million. Debt service over the 15-year period will total $228.4 million, with
each year's debt service payment over the next 15 years totaling $15 million.
No project paid with bond proceeds will have a life-expectancy of less than 20
years, so as to "keep ahead" of the bonded indebtedness. Because the current
cost of borrowing money is less than the projected cost of inflation for
construction, it is more cost-effective to perform the repairs now and leverage
the EBF, rather than incurring higher annual repair costs in the future.
Rehabilitation and repair projects at the campuses include compliance with the
Americans with Disability Act Accessibility Guidelines and life safety codes,
energy conservation projects, and improvements to classrooms, in addition to
the typical repairs made to aging buildings.

Bonds totaling $4.4 million were issued by KDFA in November
1990 to begin Energy Conservation Improvements Program authorized by the 1990
Legislature. The bonds are retired by utility cost savings from the energy
conservation improvements undertaken. Projects financed with the bond proceeds
consist of

-28-
<PAGE> 111
improvements at many of the state universities, the Department of
Administration, the Department of Social and Rehabilitation Services, the
Highway Patrol, and the Department of Corrections. An amount of $5,000 was
appropriated from the State General Fund to the Department of Administration,
the paying agent, for fiscal year 1992 to begin retirement of the debt service.
The second series of bonds, issued in June 1992, totaled $3.6 million. On
October 1, 1993, a third series of bonds totaling $4,370,000 under the Energy
Conservation Improvements Program was issued. In August 1995, the fourth series
of bond, totaling $2,734,000 was issued. For fiscal year 1997, the debt service
totals $1,785,007 from the State General Fund, $1,340,000 for principal and
$445,007 for interest. To date, $15.1 million in bonds has been issued by the
Kansas Development Finance Authority for those projects. A fifth bond issue
estimated to total $4.8 million is scheduled for early 1996.

MANAGEMENT

Trustees and Officers

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

G.L. BEST, Age: 48, Trustee. Vice President, Finance and Administration, of
Williams Energy Services Company; Treasurer of The Williams Companies
(1992-1995).

TERRY L. CARTER, Age: 47, Trustee. Senior Vice President of QuikTrip
Corporation.

THOMAS F. KICE, Age: 47, Trustee. President of Kice Industries Inc.

GEORGE MILEUSNIC, Age: 42, Trustee. Executive Vice President of Operations of
North American Advisory of The Coleman Co., Inc.; Chief Financial
Officer of The Coleman Co., Inc.

JOHN J. PILEGGI, Age: 37, Chairman of the Board of Trustees. Director of
Furman Selz LLC since 1994; Senior Managing Director of Furman Selz LLC
(1992-1994); Managing Director of Furman Selz LLC (1984-1992).

-29-
<PAGE> 112

THOMAS E. SHEA, Age: 47, Trustee. Treasurer of Western Resources, Inc., a
diversified energy company.

Eric Rubin, Age: 30, President and Treasurer. Managing Director, Furman Selz
LLC, since June 1995; Vice President and Managing Director, Bank One Investment
Adviser, November 1993 to June 1995; Associate Director, Furman Selz LLC, 1989
to 1993.

CARRIE ZUCKERMAN, Age: 29, Assistant Secretary. Associate Director, Corporate
Secretary Services of Furman Selz LLC, since 1995; Associate of Furman Selz
1993-1995.

Bruce Treff, Age: 30, Assistant Secretary. Counsel, BISYS Fund Services, Inc.
since 1995; Manager, Alliance Capital Management, L.P.

Alaina Metz, Age: 29, Assistant Secretary. Chief Administrator, Administrative
and Regulatory Services, BISYS Fund Services, Limited Partnership, since June
1995; Supervisor, Mutual Fund Legal Department, Alliance Capital Management,
L.P., May 1989 to June 1995.

COMPENSATION TABLE*

<TABLE>
<CAPTION>
Pension or
Retirement
Aggregate Benefits Accrued Estimated Total Compensation
Compensation from as Part of Fund Annual Benefits from the Fund
the Fund Expenses Upon Retirement complex
----------------- --------------- --------------- ------------------
<S> <C> <C> <C> <C>
G.L. Best, Trustee $7,000 0 N/A $ 7,000

Terry L. Carter, Trustee $7,000 0 N/A $ 7,000

Thomas F. Kice, Trustee $7,000 0 N/A $ 7,000

George Mileusnic, Trustee $7,000 0 N/A $ 7,000

John J. Pileggi, Trustee $7,000 0 N/A $ 7,000

Thomas E. Shea, Trustee $7,000 0 N/A $ 7,000
</TABLE>

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

* Represents the total compensation estimated to be paid for a full
fiscal year.

Trustees of the Trust not affiliated with the Sponsor receive from the
Trust an annual retainer of $1,000 and a fee of

-30-
<PAGE> 113
$1,000 for each Board of Trustees meeting and $1,000 for each Board committee
meeting of the Trust attended and are reimbursed for all out-of-pocket expenses
relating to attendance at such meetings. Trustees who are affiliated with the
Sponsor do not receive compensation from the Trust.

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

Trustees and Officers of AMR Investment Services Trust ("AMR Trust")

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

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

<TABLE>
<CAPTION>
Position with
Name, Age and Address AMR Trust Principal Occupation During Past 5 Years
------------------------------- --------------------- -------------------------------------------
<S> <C> <C>
William F. Quinn* (49) Trustee and President, AMR Investment Services, Inc.
President (November 1986-Present); Chairman, American
Airlines Employees Federal Credit Union
(October 1989-Present); Trustee, American
Performance Funds (September 1990-July
1994); Director, Crescent Real Estate
Equities, Inc. (April 1994-Present);
Trustee, American AAdvantage Funds and
American AAdvantage Mileage Funds
(1995-Present).

Alan D. Feld (59) Trustee Partner, Akin, Gump, Strauss, Hauer & Feld
1700 Pacific Ave., LLP (1960-Present)**, Director, Clear
Suite 4100 Channel Communications (1984-Present);
Dallas, TX 75201-4618 Director, CenterPoint Properties, Inc.
(1994-Present); Trustee, American
AAdvantage Funds and American AAdvantage
Mileage Funds (October 1996-Present).
</TABLE>

-31-
<PAGE> 114
<TABLE>
<S> <C> <C>
Ben J. Fortson (64) Trustee President and CEO, Fortson Oil Company
301 Commerce St., (1958-Present); Director, Kimbell Art
Suite 3301 Foundation (1964-Present); Director,
FortWorth, TX 76102 Burnett Foundation (1987-Present); Honorary
Trustee, Texas Christian University
(1986-Present); Trustee, American
AAdvantage Funds and American AAdvantage
Mileage Funds (October 1996-Present).
</TABLE>

<TABLE>
<S> <C> <C>
John S. Justin (80) Trustee Chairman and Chief Executive Officer,
2821 West Seventh Street Justin Industries, Inc. (a diversified
Fort Worth, Texas 76107 holding company) (1969-Present); Executive
Board Member, Blue Cross/Blue Shield of
Texas (1985-Present); Board Member, Zale
Lipshy Hospital (June 1993-Present);
Trustee, Texas Christian University
(1980-Present); Director and Executive
Board Member, Moncrief Radiation Center
(1985-Present); Director, Texas New Mexico
Enterprises (1984-1993); Director, Texas
New Mexico Power Company (1979-1993);
Trustee, American AAdvantage Funds and
American AAdvantage Mileage Funds
(1995-Present).

Stephen D. O'Sullivan*(61) Trustee Consultant (July 1994-Present); Vice
President and Controller, American
Airlines, Inc. (April 1985-June 1994),
Trustee, American AAdvantage Funds and
American AAdvantage Mileage Funds
(1995-Present)
</TABLE>

-32-
<PAGE> 115

<TABLE>
<S> <C> <C>
Roger T. Staubach (55) Trustee Chairman of the Board and Chief Executive
6750 LBJ Freeway Officer (1982-Present) and President
Dallas, Texas 75240 (1983-1991) of The Staubach Company (a
commercial real estate company); Director,
Halliburton Company (1991-present);
director, First USA, Inc. (1993-present);
Director, Brinker International
(1993-present); Director, Columbus Realty
Trust (1994-present); Member of the
Advisory Board, The Salvation Army; Member
of the Advisory Board, Dallas International
Sports Commission; Member of the Advisory
Board, Hartford Whalers Hockey Club;
Trustee, Institute for Aerobics Research;
Member of Executive Council, Daytop/Dallas;
former quarterback of the Dallas Cowboys
professional football team; Trustee,
American AAdvantage Funds and American
AAdvantage Mileage Funds (1995-Present).

Nancy A. Eckl (34) Vice President Vice President, AMR Investment Services,
Inc. (December 1990-Present).

Michael W. Fields (42) Vice President Vice President, AMR Investment Services,
Inc. (August 1988-Present).

Barry Y. Greenberg (33) Vice President and Director, Legal and Compliance, AMR
Assistant Secretary Investment Services, Inc. (July
1995-Present); Branch Chief (May 1992-June
1995) and Staff Attorney (August 1988-May
1992), Securities and Exchange Commission.

Rebecca L. Harris (29) Treasurer Director of Finance (May 1995-Present),
Controller (November 1991-April 1995), AMR
Investment Services, Inc.

John B. Robertson (38) Vice President Vice President, AMR Investment Services,
Inc. (June 1991-Present)
</TABLE>

-33-
<PAGE> 116
<TABLE>
<S> <C> <C>
Janice B. Schwarz (37) Assistant Secretary Senior Business Systems Coordinator
(September 1996-Present), Senior Compliance
Analyst, AMR Investment Services, Inc.
(December 1990-September 1996).

Clifford J. Alexander (53) Secretary Partner, Kirkpatrick & Lockhart LLP (law
firm)

Robert J. Zutz (44) Assistant Secretary Partner, Kirkpatrick & Lockhart LLP (law
firm)
</TABLE>

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

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

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

As compensation for their service to the AMR Trust, the Independent
Trustees and their spouses receive free air travel from American Airlines,
Inc., an affiliate of AMR. Trustees are also reimbursed for any expenses
incurred in attending Board meetings. Mr. O'Sullivan, who as a retiree of
American Airlines, Inc. already receives free airline travel, receives
compensation annually of up to three round-trip airline tickets for each of his
three adult children. The Trust does not pay for these travel arrangements.
However, the Trust compensates each Trustee with payments in an amount equal to
the Trustees' income tax on the value of this free airline travel. These
amounts are reflected in the following table for the fiscal year ended October
31, 1995.

<TABLE>
<CAPTION>
Pension or
Aggregate Retirement Benefits Estimated
Compensation Accrued as Part of Annual Total Compensation
From the the AMR Benefits Upon From AMR's
Name of Trustee Trust Trust's Expenses Retirement Fund Complex
----------------------------------- ---------------- ---------------------- ----------------- ---------------------
<S> <C> <C> <C> <C>
William F. Quinn $0 $0 $0 $0

David G. Fox $27,510 $0 $0 $27,510

John S. Justin $14,475 $0 $0 $14,475

Stephen D. O'Sullivan $0 $0 $0 $0

Roger T. Staubach(1) $0 $0 $0 $0
</TABLE>

-34-
<PAGE> 117
(1) Mr. Staubach became a Trustee in May 1995 and did not receive tax
reimbursement payments during fiscal year 1995 for his travel during
that year.

Investment Advisers

INTRUST BANK, N.A.

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

INTRUST is a majority-owned subsidiary of INTRUST Financial
Corporation (formerly First Bancorp of Kansas), a bank holding company.
INTRUST is a national banking association which provides a full range of
banking and trust services to clients. As of 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 Investment Advisory Contracts for the Funds will continue
in effect for a period beyond two years from the date of their execution only
as long as such continuance is approved annually (i) by the holders of a
majority of the outstanding voting securities of the Funds or by the Board of
Trustees and (ii) by a majority of the Trustees who are not parties to such
Contract or "interested persons" (as defined in the 1940 Act) of any such
party. The Contracts may be terminated without penalty by vote of the Trustees
or the shareholders of the Funds, or by the Adviser, on 60 days' written notice
by either party to the Contract and will terminate automatically if assigned.

ARK Asset Management Co., Inc. ("ARK") serves as sub-adviser
to the Stock Fund. Located in New York, ARK's predecessor was established in
1929 as the private money management division of Lehman Brothers. In 1989, the
division became an independent company when the employees purchased the
institutional money management business from Lehman Brothers. As of September
30, 1996, ARK managed approximately $22.6 billion, including $12.4 billion in
large capitalization value portfolios,

-35-
<PAGE> 118
for more than 260 institutional and individual clients, with a minimum
investment size for private accounts of $10 million.

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

AMR Investment Services, Inc. serves as sub-advisor to the
Money Market Fund. AMR, located at 4333 Amon Carter Boulevard, MD 5645, Fort
Worth, Texas 76155, is a wholly-owned subsidiary of AMR Corporation, the parent
company of American Airlines, Inc., and was organized in 1986 to provide
business management, advisory, administrative and asset management consulting
services. American Airlines, Inc. is not responsible for investments made by
AMR. As of September 30, 1996, AMR provides investment advice with respect to
approximately $15.3 billion in assets, including approximately $10.8 billion of
assets on behalf of AMR Corporation and its primary subsidiary, American
Airlines, Inc. For the subadvisory services it provides to the Money Market
Fund, AMR receives from the Adviser and not the Funds monthly fees based upon
average daily net assets at the annual rate of 0.20%.

The Portfolio

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

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

-36-
<PAGE> 119
investment advisers to ensure compliance with regulatory restrictions.

AMR pays the fees of the investment advisers of the Portfolio.
As compensation for paying the investment advisory fees and for providing the
Portfolio with advisory and asset allocation services, AMR receives from AMR
Trust an annualized fee which is calculated and accrued daily, equal to the sum
of 0.10% of the net assets of the Portfolio, plus all fees payable by AMR to
the Portfolio Advisers.

AMR may enter into new or modified advisory agreements with
existing or new investment advisers without approval of International
Multi-Manager Stock Fund shareholders or Portfolio interest holders, but
subject to approval of the Board and the AMR Trust Board. The SEC issued an
exemptive order which eliminates the need for shareholder/interest holder
approval, subject to compliance with certain conditions.

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

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

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

-37-
<PAGE> 120
Following is a description of the Portfolio Advisers, each of
which has been retained by AMR, on behalf of the Portfolio, to provide advisory
services to the Portfolio.

HOTCHKIS AND WILEY, 800 West Sixth Street, 5th Floor, Los Angeles,
California 90017, is a professional investment counseling firm which was
founded in 1980 by John F. Hotchkis and George Wiley. Hotchkis and Wiley is
now a division of Merrill Lynch Capital Management Group, a wholly-owned
subsidiary of Merrill Lynch & Co., Inc., who are the firm's founding General
Partners. Assets under management as of December 31, 1995 were approximately
$9.0 billion, which included approximately $988 million of assets of AMR and
its subsidiaries and affiliated entities. Hotchkis and Wiley also serves as an
investment adviser to the Balanced Portfolio and the Growth and Income
Portfolio of the AMR Trust. The advisory contract provides for AMR to pay
Hotchkis and Wiley an annualized fee equal to .60% of the first $10 million of
assets under its discretionary management, .50% of the next $140 million of
assets .30% on the next $50 million of assets, .20% of the next $800 million of
assets, and .15% of all excess AMR Trust assets managed by Hotchkis and Wiley.

MORGAN STANLEY ASSET MANAGEMENT INC. ("MSAM"), 1221 Avenue of the
Americas, New York, New York 10020, is a wholly owned subsidiary of Morgan
Stanley Group Inc. MSAM provides portfolio management and named fiduciary
services to taxable and nontaxable institutions, international organizations
and individuals investing in United States and international equity and debt
securities. As of September 30, 1995, MSAM had assets under management
totaling approximately $55.2 billion, including approximately $40.1 billion
under active management and $ 15.1 billion as named fiduciary or fiduciary
adviser. As of December 31, 1995, MSAM had investment authority over
approximately $404 million of assets of AMR and its subsidiaries and affiliated
entities. For its services, AMR pays MSAM an annual fee equal to 0.80% of the
first $25 million in AMR Trust assets under its discretionary management, 0.60%
of the next $25 million in assets, 0.50% of the next $24 million in assets and
0.40% on all excess assets.

ROWE PRICE-FLEMING INTERNATIONAL, INC. ("Fleming"), 100 East Pratt
Street, Baltimore, Maryland 21020, is a professional investment counseling firm
founded in 1979. Fleming is a joint venture owned entirely by its three parent
companies. T. Rowe Price, Robert Fleming and Jardine Fleming. As of December
31, 1995, Fleming had assets under management totaling approximately $22.2
billion, including approximately $ 197 million of assets of AMR and its
subsidiaries and affiliates entities. Fleming serves as an investment adviser
to the Portfolio, although AMR does not presently intend to allocate assets
from the Portfolio to

-38-
<PAGE> 121
Fleming. For its services to the Portfolio when total assets under Fleming's
management are less than $200 million, AMR will pay Fleming an annualized fee
equal to 0.75% of the first $20 million, 0.60% of the next $30 million and
0.50% on amounts over $50 million. When assets under Fleming's management
exceed $200 million but are less than $500 million, AMR will pay Fleming an
annualized fee equal to 0.50% on all assets. When assets under Fleming's
management exceed $500 million but are less than $750 million, AMR will pay an
annualized fee equal to 0.45% on all assets, and when assets exceed $750
million, AMR will pay Fleming a flat fee of 0.40% on all assets. When asset
levels are between $184 million and $200 million, Fleming will credit AMR with
an adjustment for the difference between the two fee schedules. The credit is
determined by pro-rating the difference between the original tiered fee and the
flat fee ($80,000 per annum at all asset levels) over the difference between
$200 million and the current asset size for billing purposes.

TEMPLETON INVESTMENT COUNSEL, INC. ("Templeton"), 500 East Broward
Blvd., Suite 2100, Fort Lauderdale, Florida 33394-3091, is a professional
investment counseling firm which has been providing investment services since
1979. Templeton is indirectly owned by Franklin Resources, Inc. As of December
31, 1995, Templeton had discretionary investment management authority with
respect to approximately $ 14.4 billion of assets, including approximately $288
million of assets of AMR and its subsidiaries and affiliated entities. For its
services, AMR pays Templeton an annualized fee equal to 0.50% of the first $
100 million in AMR Trust assets under its discretionary management, 0.35% of
the next $50 million in assets, 0.30% of the next $250 million in assets and
0.25% on assets over $400 million.

Distribution of Fund Shares

The Trust retains BISYS to serve as principal underwriter for
the shares of the Funds pursuant to a Distribution Contract. The Distribution
Contract provides that the Distributor will use its best efforts to maintain a
broad distribution of the Funds' shares among bona fide investors and may enter
into selling group agreements with responsible dealers and dealer managers as
well as sell the Funds' shares to

-39-
<PAGE> 122
individual investors. The Distributor is not obligated to sell any specific
amount of shares.

Distribution Plan

The Trustees of the Fund have voted to adopt a Master
Distribution Plan (the "Plan") pursuant to Rule l2b-1 of the Investment Company
Act of 1940 (the "1940 Act") after having concluded that there is a reasonable
likelihood that the Plan will benefit the Fund and its shareholders. The Plan
provides for a monthly payment by the Fund to the Distributor in such amounts
that the Distributor may request or for direct payment by the Fund, for certain
costs incurred under the Plan, subject to periodic Board approval, provided
that each such payment is based on the average daily value of the Fund's net
assets during the preceding month and is calculated at an annual rate not to
exceed 0.25%. The Distributor will use all amounts received under the Plan for
payments to broker-dealers or financial institutions (but not including banks)
for their assistance in distributing shares of the Fund and otherwise promoting
the sale of Fund shares, including payments in amounts based on the average
daily value of Fund shares owned by shareholders in respect of which the
broker-dealer or financial institution has a distributing relationship. The
Distributor may also use all or any portion of such fees to pay Fund expenses
such as the printing and distribution of prospectuses sent to prospective
investors; the preparation, printing and distribution of sales literature and
expenses associated with media advertisements.

The Plan provides for the Distributor to prepare and submit to
the Board of Trustees on a quarterly basis written reports of all amounts
expended pursuant to the Plan and the purpose for which such expenditures were
made. The Plan provides that it may not be amended to increase materially the
costs which the Fund may bear pursuant to the Plan without shareholder approval
and that other material amendments of the Plan must be approved by the Board of
Trustees, and by the Trustees who neither are "interested persons" (as defined
in the 1940 Act) of the Trust nor have any direct or indirect financial
interest in the operation of the Plan or in any related agreement, by vote cast
in person at a meeting called for the purpose of considering such amendments.
The selection and nomination of the Trustees of the Trust has been committed to
the discretion of the Trustees who are not "interested persons" of the Trust.
The Plan and the related Administrative Services Contract between the Trust and
the Sponsor have been approved, and are subject to annual approval, by the
Board of Trustees and by the Trustees who neither are "interested persons" nor
have any direct or indirect

-40-
<PAGE> 123
financial interest in the operation of the Plan or in the Administrative
Services Contract, by vote cast in person at a meeting called for the purpose
of voting on the Plan. The Board of Trustees and the Trustees who are not
"interested persons" and who have no direct or indirect financial interest in
the operation of the Plan or in the Administrative Services Contract voted to
approve the Plan at a meeting held on November 25, 1996. The Plan was
submitted to the shareholders of the Fund and approved at a special meeting
held on November 25, 1996. The Plan is terminable with respect to the Fund at
any time by a vote of a majority of the Trustees who are not "interested
persons" of the Trust and who have no direct or indirect financial interest in
the operation of the Plan or in the Administrative Services Contract or by vote
of the holders of a majority of the shares of the Fund.

Administrative Services

BISYS provides management and administrative services necessary for
the operation of the Funds, including, among other things: (i) preparation of
shareholder reports and communications; (ii) regulatory compliance, such as
reports to and filings with the SEC and state securities commissions; and (iii)
general supervision of the operation of the Funds, including coordination of
the services performed by the Adviser, the Distributor, transfer agent,
custodians, independent accountants, legal counsel and others. In addition,
BISYS furnishes office space and facilities required for conducting the
business of the Funds and pays the compensation of the Funds' officers,
employees and Trustees affiliated with BISYS. For these services, BISYS
receives from each Fund a fee, payable monthly, at the annual rate of 0.15% of
each Fund's average daily net assets.

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

Service Organizations

The Trust also contracts with banks (including the Adviser),
trust companies, broker-dealers (other than BISYS) or other financial
organizations ("Service Organizations") to provide certain administrative
services for the Funds. Services

-41-
<PAGE> 124
provided by Service Organizations may include among other things: providing
necessary personnel and facilities to establish and maintain certain
shareholder accounts and records; assisting in processing purchase and
redemption transactions; arranging for the wiring of funds; transmitting and
receiving funds in connection with shareholders orders to purchase or redeem
shares; verifying and guaranteeing client signatures in connection with
redemption orders, transfers among and changes in shareholders designating
accounts; providing periodic statements showing a shareholder's account balance
and, to the extent practicable, integrating such information with other client
transactions; furnishing periodic and annual statements and confirmations of
all purchases and redemptions of shares in a shareholder's account;
transmitting proxy statements, annual reports, and updating prospectuses and
other communications from the Funds to shareholders; and providing such other
services as the Funds or a shareholder reasonably may request, to the extent
permitted by applicable statute, rule or regulation. Neither BISYS, nor the
Distributor will be a Service Organization or receive fees for servicing.
Service Organizations for Institution Premium Class shareholders may also
provide record keeping, communication with and education of shareholders,
fiduciary services (exclusive of investment management) and asset allocation
services.

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

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

-42-
<PAGE> 125
institutions may be required to register as dealers pursuant to state law.

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

EXPENSES

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

DETERMINATION OF NET ASSET VALUE

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

Rule 2a-7 provides that in order to value its portfolio using
the amortized cost method, the Money Market Fund must maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase
securities having remaining maturities of 397

-43-
<PAGE> 126
days or less and invest only in U.S. dollar denominated eligible securities
determined by the Trust's Board of Trustees to be of minimal credit risks and
which (1) have received the highest short-term rating by at least two
Nationally Recognized Statistical Rating Organizations ("NRSROs"), such as
"A-1" by Standard & Poor's and "P-1" by Moody's; (2) are single rated and have
received the highest short-term rating by a NRSRO; or (3) are unrated, but are
determined to be of comparable quality by the Adviser or the Adviser pursuant
to guidelines approved by the Board and subject to the ratification of the
Board.

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

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

-44-
<PAGE> 127
shorten average portfolio maturity, withholding dividends or establishing a net
asset value per share by using available market quotations.

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

PORTFOLIO TRANSACTIONS

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

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

-45-
<PAGE> 128
Purchases and sales of securities will often be principal
transactions in the case of debt securities and equity securities traded
otherwise than on an exchange. The purchase or sale of equity securities will
frequently involve the payment of a commission to a broker-dealer who effects
the transaction on behalf of a Fund. Debt securities normally will be
purchased or sold from or to issuers directly or to dealers serving as market
makers for the securities at a net price. Generally, money market securities
are traded on a net basis and do not involve brokerage commissions.

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

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

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

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

-46-
<PAGE> 129

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

Portfolio Turnover

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

TAXATION

The Funds intend to qualify and elect annually to be treated
as regulated investment companies under Subchapter M of the Internal Revenue
Code of 1986, as amended (the "Code"). To qualify as a regulated investment
company, a Fund must (a) distribute to shareholders at least 90% of its
investment company taxable income (which includes, among other items,
dividends, taxable interest and the excess of net short-term capital gains over
net long-term capital losses); (b) derive in each taxable year at least 90% of
its gross income from dividends, interest, payments with respect to securities
loans and gains from the sale or other disposition of stock, securities or
foreign currencies or other income derived with respect to its business of
investing in such stock, securities or currencies; (c) derive less than 30% of
its gross income from the sale or other disposition of certain assets (namely,
(i) stock or securities; (ii) options, futures, and forward contracts (other
than those on foreign currencies), and (iii) foreign currencies (including
options, futures, and forward contracts on such currencies) not directly
related to the Fund's principal business of investing in stock or securities
(or options and futures with respect to stocks or securities)) held less than 3
months; and (d) diversify its holdings so that, at

-47-
<PAGE> 130
the end of each quarter of the taxable year, (i) at least 50% of the market
value of the Fund's assets is represented by cash and cash items (including
receivables), U.S. Government securities, the securities of other regulated
investment companies and other securities, with such other securities of any
one issuer limited for the purposes of this calculation to an amount not
greater than 5% of the value of the Fund's total assets and not greater than
10% of the outstanding voting securities of such issuer, and (ii) not more than
25% of the value of its total assets is invested in the securities of any one
issuer (other than U.S. Government securities or the securities of other
regulated investment companies). In addition, a Fund earning tax-exempt
interest must, in each year, distribute at least 90% of its net tax-exempt
income. By meeting these requirements, the Funds generally will not be subject
to Federal income tax on their investment company taxable income and net
capital gains which are distributed to shareholders. If the Funds do not meet
all of these Code requirements, they will be taxed as ordinary corporations and
their distributions will be taxed to shareholders as ordinary income.

TAXATION OF THE PORTFOLIO

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

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

Distributions to the Fund from the Portfolio (whether pursuant
to a partial or complete withdrawal or otherwise) will not result in the Fund's
recognition of any gain or loss for federal income tax purposes, except that
(1) gain will be recognized to the extent any cash that is distributed exceeds
the Fund's basis for its interest in the Portfolio before the

-48-
<PAGE> 131

distribution, (2) income or gain will be recognized if the distribution is in
liquidation of the Fund's entire interest in the Portfolio and includes a
disproportionate share of any unrealized receivables held by the Portfolio and
(3) loss will be recognized if a liquidation distribution consists solely of
cash and/or unrealized receivables. The Fund's basis for its interest in its
the Portfolio generally will equal the amount of cash and the basis of any
property the Fund invests in the Portfolio, increased by the Fund's share of
the Portfolio's net income and gains and decreased by (a) the amount of cash
and the basis of any property the Portfolio distributes to the Fund and (b) the
Fund's share of the Portfolio's losses.

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

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

-49-
<PAGE> 132
corresponding income to shareholders. Excess distributions include any gain
from the sale of PFIC stock as well as certain distributions from a PFIC. All
excess distributions are taxable as ordinary income.

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

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

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

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

-50-
<PAGE> 133
received in cash. Shareholders will be notified annually as to the Federal tax
status of distributions.

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

Upon the taxable disposition (including a sale or redemption)
of shares of a Fund, a shareholder may realize a gain or loss depending upon
his basis in his shares. Such gain or loss generally will be treated as
capital gain or loss if the shares are capital assets in the shareholders
hands. Such gain or loss will be long-term or short-term, generally depending
upon the shareholder's holding period for the shares. However, a loss realized
by a shareholder on the disposition of Fund shares with respect to which
capital gain dividends have been paid will, to the extent of such capital gain
dividends, be treated as long-term capital loss if such shares have been held
by the shareholder for six months or less. A loss realized on the redemption,
sale or exchange of Fund shares will be disallowed to the extent an
exempt-interest dividend was received with respect to those shares if the
shares have been held by the shareholder for six months or less. Further, a
loss realized on a disposition will be disallowed to the extent the shares
disposed of are replaced (whether by reinvestment of distributions or
otherwise) within a period of 61 days beginning 30 days before and ending 30
days after the shares are disposed of. In such a case, the basis of the shares
acquired will be adjusted to reflect the disallowed loss. Shareholders
receiving distributions in the form of additional shares will have a cost basis
for Federal income tax purposes in each share received equal to the net asset
value of a share of the Funds on the reinvestment date.

The taxation of equity options is governed by Code section
1234. Pursuant to Code section 1234, the premium received by a Fund for
selling a put or call option is not

-51-
<PAGE> 134
included in income at the time of receipt. If the option expires, the premium
is short-term capital gain to the Fund. If the Fund enters into a closing
transaction, the difference between the amount paid to close out its position
and the premium received is short-term capital gain or loss. If a call option
written by a Fund is exercised, thereby requiring the Fund to sell the
underlying security, the premium will increase the amount realized upon the
sale of such security and any resulting gain or loss will be a capital gain or
loss, and will be long-term or short-term depending upon the holding period of
the security. With respect to a put or call option that is purchased by a Fund,
if the option is sold, any resulting gain or loss will be a capital gain or
loss, and will be long-term or short-term, depending upon the holding period of
the option. If the option expires, the resulting loss is a capital loss and is
long-term or short-term, depending upon the holding period of the option. If
the option is exercised, the cost of the option, in the case of a call Option,
is added to the basis of the purchased security and, in the case of a put
option, reduces the amount realized on the underlying security in determining
gain or loss.

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

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

-52-
<PAGE> 135

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

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

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

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

Income received by a Fund or the Portfolio from sources within
foreign countries may be subject to withholding and other similar income taxes
imposed by the foreign country. If more than 50% of the value of a Fund's total
assets at the close of its taxable year consists of securities of foreign
governments and corporations, the Fund will be eligible and intends to elect to
"pass-through"

-53-
<PAGE> 136

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

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

The Funds are required to report to the IRS all distributions
except in the case of certain exempt shareholders. All such distributions
generally are subject to withholding of Federal income tax at a rate of 31%
("backup withholding") in the case of non-exempt shareholders if (1) the
shareholder fails to furnish the Funds with and to certify the shareholder's
correct taxpayer identification number or social security number, (2) the IRS
notifies the Funds or a shareholder that the shareholder has failed to report
properly certain interest and dividend income to the IRS and to respond to
notices to that effect, or (3) when required to do so, the shareholder fails to
certify that he is not subject to backup withholding. If the withholding
provisions

-54-
<PAGE> 137
are applicable, any such distributions, whether reinvested in additional shares
or taken in cash, will be reduced by the amounts required to be withheld.
Backup withholding is not an additional tax. Any amount withheld may be
credited against the shareholders U.S. Federal income tax liability. Investors
may wish to consult their tax advisors about the applicability of the backup
withholding provisions.

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

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

-55-
<PAGE> 138
income tax, may constitute an item of tax preference for purposes of the
alternative minimum tax.

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

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

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

Certain of the debt securities acquired by the Fund may be
treated as debt securities that were originally issued at a discount. Original
issue discount can generally be defined as the difference between the price at
which a security was issued and its stated redemption price at maturity.
Although no cash income is actually received by the Fund, original issue
discount on a taxable debt security earned in a given year generally is

-56-
<PAGE> 139
treated for Federal income tax purposes as interest and, therefore, such income
would be subject to the distribution requirements of the Code. Original issue
discount on an obligation, the interest from which is exempt from Federal
income tax, generally will constitute tax-exempt interest income.

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

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

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

The Fund will be required to report to the IRS all
distributions of investment company taxable income and net capital gains and
gross proceeds from the redemption or exchange of the Fund's shares, except in
the case of certain exempt shareholders. All such distributions and proceeds
from the redemption or exchange of the Fund's shares may be subject to
withholding of Federal income tax at the rate of 31% in the case of non-exempt
shareholders who fail to furnish a Fund with their taxpayer identification
numbers and with required certifications regarding their status under Federal
income tax laws.

-57-
<PAGE> 140
A deductible "environmental tax" of 0.12% is imposed on a
corporation's modified alternative minimum taxable income in excess of $2
million. The environmental tax will be imposed even if the corporation is not
required to pay an alternative minimum tax because the corporation's regular
income tax liability exceeds its minimum tax liability. To the extent that
exempt-interest dividends paid by a Fund are included in alternative minimum
taxable income, corporate shareholders may be subject to the environmental tax.

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

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

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

OTHER INFORMATION

Capitalization

The Trust is a Delaware business trust established under a
Declaration of Trust dated January 26, 1996 and currently consists of six
separately managed portfolios. Each portfolio is comprised of two classes of
shares -- the "Institutional Service Class" and the "Institutional Premium
Class." The two classes are identical with the exception that the shareholders
in the Institutional Premium Class may pay additional Service Organization fees
in an amount up to 0.50% of the daily net asset

-58-
<PAGE> 141
value of the Fund's shares owned by shareholders with whom the Service
Organization has a servicing relationship for record keeping, communications
with and education of shareholders, fiduciary services (excluding investment
management) and asset allocation services. The capitalization of the Trust
consists solely of an unlimited number of shares of beneficial interest with a
par value of $0.001 each. The Board of Trustees may establish additional Funds
(with different investment objectives and fundamental policies) at any time in
the future. Establishment and offering of additional Funds will not alter the
rights of the Trust's shareholders. When issued, shares are fully paid,
non-assessable, redeemable and freely transferable. Shares do not have
preemptive rights or subscription rights. In any liquidation of a Fund, each
shareholder is entitled to receive his pro rata share of the net assets of that
Fund.

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

Voting Rights

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

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

-59-
<PAGE> 142
holders of the remaining shares would not be able to elect any Trustees.

Custodian Transfer Agent and Dividend Disbursing Agent

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

Experts

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

Yield and Performance Information

The Funds may, from time to time, include their yield,
effective yield, tax equivalent yield and average annual total return in
advertisements or reports to shareholders or prospective investors.

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

-60-
<PAGE> 143
annualized to reflect weekly compounding pursuant to the following formula:

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

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

6
YIELD = 2[(a-b + 1) -l]
---
cd

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

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

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

E = tax-exempt yield
p = stated income tax rate

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

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

-61-
<PAGE> 144
expenses) on an annual basis, and will assume that all dividends and
distributions are reinvested when paid.

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

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

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

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

Financial Statements

-62-

<PAGE> 145
INTRUST FUNDS TRUST
Money Market Fund
Statement of Assets and Liabilities
As of December 6, 1996

<TABLE>
<S> <C>
ASSETS:
Cash $100,000
Deferred organization expenses 30,000
--------
Total Assets 130,000

LIABILITIES:
Accrued organization expenses 30,000
--------

NET ASSETS: $100,000
========

NET ASSETS CONSIST OF:
Capital - 100,000 shares of
beneficial interest issued and
outstanding; unlimited shares
authorized (par value $0.001) -
Institutional Service Class $100,000
========

NET ASSET VALUE:
Institutional Service Shares
($100,000/100,000 shares issued
and outstanding) - offering and
redemption price per share $1.00
========
</TABLE>

See notes to financial statements.
<PAGE> 146
INTRUST FUNDS TRUST
Money Market Fund
NOTES TO FINANCIAL STATEMENTS
December 6, 1996

1. ORGANIZATION

INTRUST Funds Trust (the "Company"), an open-end management investment
company established as a Delaware business trust, is registered under
the Investment Company Act of 1940 (the "1940 Act"). The Company offers
shares of the following funds: Money Market Fund, Short-Term Bond Fund,
Intermediate Bond Fund, Stock Fund, Kansas Tax-Exempt Bond Fund and
International Multi-Manager Stock Fund each of which offers
Institutional Service Shares and Institutional Premium Shares. Both
classes of shares have identical rights and privileges except with
respect to Service Organization fees and voting rights on matters
affecting a single class of shares. The accompanying financial statement
relates only to the Money Market Fund (the "Fund"). The Fund had no
operations other than those actions relating to organizational matters.
As of December 6, 1996, all outstanding shares of the Fund are owned by
BISYS Fund Services, Ohio, Inc.

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

2. ORGANIZATION EXPENSES

All costs incurred by the Company in connection with the organization of
the Fund and the initial public offering of shares of the Fund,
principally professional fees and printing, have been deferred. Upon
commencement of operations of the Fund, the deferred organization
expenses will be amortized on a straight-line basis over a period of
five years. In the event that any of the initial shares of the Fund are
redeemed during the amortization period by any holder thereof, the
redemption proceeds will be reduced by any unamortized organization
expenses in the same proportion as the number of said shares being
redeemed bears to the number of initial shares that are outstanding at
the time of the redemption.

3. RELATED PARTY TRANSACTIONS

INTRUST Bank, N.A. ("Intrust") serves as the Company's Investment
Advisor. Under an advisory agreement with the Company, Intrust is
entitled to receive fees at an annualized rate of 0.25% of the Fund's
average daily net assets. AMR Investment Services, Inc. serves as
investment sub-adviser to the Fund. BISYS
<PAGE> 147
Fund Services ("BISYS") serves the Funds as Administrator and Sponsor.
For its services as Administrator, BISYS receives a fee at an amount of
0.20% of the Fund's average daily net assets. BISYS also serves as
Distributor for the Fund's shares.

Various banks, trust companies, broker-dealers (other than the Sponsor)
or other financial organizations (collectively, "Service Organizations")
may provide administrative services for the Fund, such as maintaining
shareholder accounts and records. The Fund may pay fees to Service
Organizations in amounts up to an annual rate of 0.05% of the daily net
asset value of the Fund's shares owned by shareholders with whom the
Service Organization has a servicing relationship. The Institutional
Premium Class may pay fees to Service Organizations in amounts up to an
annual rate of 0.50% of the daily net asset value of the Fund's shares
owned by shareholders with whom the Service Organization has a servicing
relationship.

Certain officers of the Company are affiliated with BISYS. Such persons
are not paid directly by the Company for serving in those capacities.

4. ESTIMATES

The preparation of this financial statement requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statement.
<PAGE> 148

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)(c) Form of Advisory Agreement among the Fund,
AMR Investment Services Trust, AMR Investment
Services, Inc. and INTRUST Bank N.A. relating
to the International Multi- Manager Stock
Fund.

(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> 149

(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> 150
Item 25. Persons Controlled by or under Common Control with Registrant.

None.

Item 26. Number of Holders of Securities at December 13, 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

-3-
<PAGE> 151
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> 152
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> 153
(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> 154
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
13, 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 13, 1996

/s/Thomas F. Kice*
------------------
Thomas F. Kice Trustee December 13, 1996

/s/George Mileusnic*
--------------------
George Mileusnic Trustee December 13, 1996

/s/John J. Pileggi
-------------------
John J. Pileggi Trustee December 13, 1996

/s/Thomas E. Shea*
------------------
Thomas E. Shea Trustee December 13, 1996

/s/Eric Rubin
-------------
Eric Rubin President and Treasurer December 13, 1996

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

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

<PAGE> 155
SIGNATURES

AMR Investment Services Trust has duly caused this Pre-Effective
Amendment No. 2 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 13, 1996.

AMR INVESTMENT SERVICES TRUST

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

William P. Quinn
President

Attest:

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

This Pre-Effective Amendment No. 2 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 13, 1996
William F. Quinn Trustee

- -------------------------- Trustee December 13, 1996
Alan D. Feld

- -------------------------- Trustee December 13, 1996
Ben J. Fortson

- -------------------------- Trustee December 13, 1996
John S. Justin

- -------------------------- Trustee December 13, 1996
Stephen D. O'Sullivan

- -------------------------- Trustee December 13, 1996
Roger T. Staubach

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

<PAGE> 156
EXHIBIT INDEX
-------------

Exhibit Number Description
- -------------- -----------

(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.

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

(10) Consent of Baker & McKenzie, counsel to
Registrant.

(11) Consent of Independent Accountants.

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

(18) Rule 18f-3 Plan.

(A) Power of Attorney

<PAGE> 1
EXHIBIT 5(d)

ADMINISTRATION AGREEMENT

THIS AGREEMENT is made as of this 25th day of November, 1996, by and
between the INTRUST FUNDS TRUST, a Delaware business trust (the "Trust"), and
BISYS FUND SERVICES LIMITED PARTNERSHIP, d/b/a BISYS FUND SERVICES (the
"Administrator"), an Ohio limited partnership.

WHEREAS, the Trust is an open-end management investment company registered
under the Investment Trust Act of 1940, as amended (the "1940 Act"), consisting
of several series of shares of beneficial interest ("Shares"); and

WHEREAS, the Trust desires the Administrator to provide, and the
Administrator is willing to provide, management and administrative services to
such series of the Trust as the Trust and the Administrator may agree on
("Portfolios") and as listed on Schedule A attached hereto and made a part of
this Agreement, on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and the Administrator hereby agree as follows:

ARTICLE 1. Retention of the Administrator; Conversion to the Services. The
Trust hereby engages the Administrator to act as the administrator of the
Portfolios and to furnish the Portfolios with the management and administrative
services as set forth in Article 2 below (collectively, the "Services"), and, in
connection therewith, the Trust agrees to convert to the Administrator's data
processing systems and software (the "BISYS System") as necessary in order to
receive the Services. The Trust shall cooperate with the Administrator to
provide the Administrator with all necessary information and assistance required
to successfully convert to the BISYS System. The Administrator shall provide the
Trust with a schedule relating to such conversion and the parties agree that the
conversion may progress in stages. The date upon which all Services shall have
been converted to the BISYS System shall be referred to herein as the
"Conversion Date." The Administrator hereby accepts such engagement and agrees
to perform the Services commencing, with respect to each individual Service, on
the date that the conversion of such Service to the BISYS System has been
completed. The Administrator shall determine in accordance with its normal
acceptance procedures when the applicable Service has been successfully
converted.

The Administrator shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Trust in any way and shall
not be deemed an agent of the Trust.

ARTICLE 2. Administrative Services. The Administrator shall perform or
supervise the performance by others of administrative services in connection
with the operations of the Portfolios, and, on behalf of the Trust, will
investigate, assist in the selection of and conduct relations with
<PAGE> 2
custodians, depositories, accountants, legal counsel, underwriters, brokers and
dealers, corporate fiduciaries, insurers, banks and persons in any other
capacity deemed to be necessary or desirable for the Portfolios' operations. The
Administrator shall provide the Trustees of the Trust with such reports
regarding investment performance as they may reasonably request but shall have
no responsibility for supervising the performance by any investment adviser or
sub-adviser of its responsibilities.

The Administrator shall provide the Trust with regulatory reporting, all
necessary office space, equipment, personnel, compensation and facilities
(including facilities for meetings of shareholders ("Shareholders") and Trustees
of the Trust) for handling the affairs of the Portfolios and such other services
as the Administrator shall, from time to time, determine to be necessary to
perform its obligations under this Agreement. In addition, at the request of the
Board of Trustees, the Administrator shall make reports to the Trust's Trustees
concerning the performance of its obligations hereunder.

Without limiting the generality of the foregoing, the Administrator shall:

(a) calculate contractual Trust expenses and control all disbursements
for the Trust, and as appropriate compute the Trust's yields, total
return, expense ratios, portfolio turnover rate and, if required,
portfolio average dollar-weighted maturity;

(b) prepare and file with the SEC Post-Effective Amendments to the
Company's Registration Statement and supplements thereto, Notices of
Annual or Special Meetings of Shareholders and Proxy materials
relating to such meetings; coordinate the printing of such
Post-Effective Amendments, supplements, and Proxy materials;
accumulate information for and, subject to the approval by the
Company's Treasurer, prepare reports to the Company's shareholders
of record and the SEC including, but not necessarily limited to, the
preparation and filing of (i) Semi-Annual Reports on Form N-SAR and
(ii) Notices pursuant to Rule 24f-2;

(c) prepare such reports, applications and documents (including reports
regarding the sale and redemption of Shares as may be required in
order to comply with Federal and state securities law) as may be
necessary or desirable to register the Trust's Shares with state
securities authorities, monitor the sale of Trust Shares for
compliance with state securities laws, and file with the appropriate
state securities authorities the registration statements and reports
for the Trust and the Trust's Shares and all amendments thereto, as
may be necessary or convenient to register and keep effective the
Trust and the Trust's Shares with state securities authorities to
enable the Trust to make a continuous offering of its Shares;

(d) review and provide advice and counsel on all sales literature (e.g.,
advertisements, brochures and shareholder communications) with
respect to each of the Portfolios;

2
<PAGE> 3
(e) administer contracts on behalf of the Trust with, among others, the
Trust's investment adviser, distributor, custodian, transfer agent
and fund accountant;

(f) supervise the Trust's transfer agent with respect to the payment of
dividends and other distributions to Shareholders;

(g) calculate performance data of the Trust and its Portfolios for
dissemination to information services covering the investment
company industry;

(h) coordinate and supervise the preparation and filing of the Trust's
tax returns;

(i) examine and review the operations and performance of the various
organizations providing services to the Trust or any Portfolio of
the Trust, including, without limitation, the Trust's investment
adviser, distributor, custodian, fund accountant, transfer agent,
outside legal counsel and independent public accountants, and at the
request of the Board of Trustees, report to the Board on the
performance of organizations;

(j) assist with the layout and printing of publicly disseminated
prospectuses and assist with and coordinate layout and printing of
the Trust's semi-annual and annual reports to Shareholders;

(k) assist with the design, development, and operation of the Trust
Portfolios, including new classes, investment objectives, policies
and structure;

(l) provide individuals reasonably acceptable to the Trust's Board of
Trustees to serve as officers of the Trust, who will be responsible
for the management of certain of the Trust's affairs as determined
by the Trust's Board of Trustees;

(m) advise the Trust and its Board of Trustees on matters concerning the
Trust and its affairs;

(n) obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the Trust in
accordance with the requirements of Rules 17g-1 and 17d-1(d)(7)
under the 1940 Act as such bonds and policies are approved by the
Trust's Board of Trustees;

(o) monitor and advise the Trust and its Portfolios on their regulated
investment company status under the Internal Revenue Code of 1986,
as amended;

(p) perform all administrative services and functions of the Trust and
each Portfolio to the extent administrative services and functions
are not provided to the Trust or such Portfolio pursuant to the
Trust's or such Portfolio's investment advisory agreement,

3
<PAGE> 4
distribution agreement, custodian agreement, transfer agent
agreement and fund accounting agreement;

(q) furnish advice and recommendations with respect to other aspects of
the business and affairs of the Portfolios as the Trust and the
Administrator shall determine desirable; and

(r) assist in monitoring and developing compliance procedures for each
Portfolio which will include, among other matters, procedures to
monitor compliance with each Portfolio's investment objective,
policies, restrictions, tax matters and applicable laws and
regulations;

(s) monitor the Company's arrangements with respect to services provided
by financial institutions which are, or wish to become, shareholder
servicing agents for the Company ("Shareholder Servicing Agents").
With respect to Shareholder Servicing Agents, the Administrator
shall specifically monitor and review the services rendered by the
Shareholder Servicing Agents to their customers, who are the
beneficial owners of Shares, pursuant to agreements between the
Company and such Shareholder Servicing Agents ("Shareholder
Servicing Agreements"), including, among other things, reviewing the
qualifications of financial institutions wishing to be Shareholder
Servicing Agents, assisting in the execution and delivery of
Shareholder Servicing Agreements, reporting to the Board of
Directors with respect to the amounts paid or payable by the Company
from time to time under the Shareholder Servicing Agreements and the
nature of the services provided by Shareholder Servicing Agents, and
maintaining appropriate records in connection with its monitoring
duties;

(t) provide legal advice and counsel to the Company with respect to
regulatory matters including: monitoring regulatory and legislative
developments which may affect the Company and assisting in the
strategic response to such developments, counseling and assisting
the Company in routine regulatory examinations or investigations of
the Company, and working closely with outside counsel to the Company
in response to any litigation or non-routine regulatory matters;

(u) assist each Company in preparing for Board meetings by (i)
coordinating board book production and distribution, (ii) preparing
Board agendas and minutes, (iii) preparing the BISYS section of
Board materials, (iv) preparing special Board meeting materials,
including but not limited to, materials relating to annual contract
approvals and 12b-1 plan approvals, as agreed upon by the parties,
and (v) such other Board meeting functions that are agreed upon by
the parties; and

4
<PAGE> 5
(v) perform internal audit examinations, mail annual reports of the
Portfolios, prepare an annual list of Shareholders and mail notices
of Shareholders' meetings, proxies and proxy statements.

The Administrator shall perform such other services for the Trust that are
mutually agreed upon by the parties from time to time for which the Trust will
pay the Administrator's out-of-pocket expenses.

ARTICLE 3. Allocation of Charges and Expenses.

(A) The Administrator. The Administrator shall furnish at its own expense
the executive, supervisory and clerical personnel necessary to perform its
obligations under this Agreement. The Administrator shall also provide the items
which it is obligated to provide under this Agreement, and shall pay all
compensation, if any, of officers of the Trust as well as all Trustees of the
Trust who are affiliated persons of the Administrator or any affiliated
corporation of the Administrator; provided, however, that unless otherwise
specifically provided, the Administrator shall not be obligated to pay the
compensation of any employee of the Trust retained by the Trustees of the Trust
to perform services on behalf of the Trust.

(B) The Trust. The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust not otherwise allocated herein, including, without
limitation, organization costs, taxes, expenses for legal and auditing services,
the expenses of preparing (including typesetting), printing and mailing reports,
prospectuses, statements of additional information, proxy solicitation material
and notices to existing Shareholders, all expenses incurred in connection with
issuing and redeeming Shares, the costs of custodial services, the cost of
initial and ongoing registration of the Shares under Federal and state
securities laws, fees and out-of-pocket expenses of Directors who are not
affiliated persons of the Administrator or the investment adviser to the Trust
or any affiliated corporation of the Administrator or the investment adviser,
insurance, interest, brokerage costs, litigation and other extraordinary or
nonrecurring expenses, and all fees and charges of investment advisers to the
Trust.

(1) If the aggregate expenses of every character incurred by, or
allocated to, the Trust in any fiscal year, other than interest, taxes, expenses
under the 12b-1 Plans, brokerage commissions and other portfolio transaction
expenses, other expenditures which are capitalized in accordance with generally
accepted accounting principles and any extraordinary expense (including, without
limitation, litigation and indemnification expense), but including the fees
provided for in Article 3(B) of this Agreement and under the Investment Advisory
Agreement ("includable expenses"), shall exceed the expense limitations
applicable to the Trust imposed by state securities laws or regulations
thereunder, as these limitations may be raised or lowered from time to time, the
Trust may deduct from the fees to be paid to the Administrator, or the
Administrator will bear, to the extent required by state law, that portion of
such excess which bears the same relation to the total of such excess as the fee
to the Administrator bears to the total fee otherwise payable for the fiscal

5
<PAGE> 6
year by the Trust pursuant to this Agreement and the Advisory Agreement between
the Trust and the Adviser. The Administrator's obligation pursuant hereto will
be limited to the amount of the fees payable for the fiscal year by the Trust
pursuant to this Agreement.

(2) With respect to portions of a fiscal year in which this
Agreement shall be in effect, the limitation specified in subparagraph (1) above
shall be prorated according to the proportion which that portion of the fiscal
year bears to the full fiscal year. At the end of each month of the Trust's
fiscal year, the Administrator will review the includable expenses accrued
during that fiscal year to the end of the period and shall estimate the
contemplated includable expenses for the balance of that fiscal year. If, as a
result of that review and estimation, it appears likely that the includable
expenses will exceed the limitations referred to in this paragraph for a fiscal
year, the monthly fees relating to the Trust, payable to the Administrator under
this Agreement for such month shall be reduced, subject to later adjustments at
the end of each month through the end of the fiscal year to reflect actual
expenses, by an amount equal to the proportionate share attributable to the
Administrator as described in subparagraph (1) above, of a pro rata portion
(prorated on the basis of the remaining months of the fiscal year, including the
month just ended) of the amount by which the includable expenses for the fiscal
year (less an amount equal to the aggregate of actual reductions made pursuant
to this provision with respect to prior months of the fiscal year) are expected
to exceed the limitations provided in this paragraph. For purposes of the
foregoing, the value of the net assets of the Trust shall be computed in the
manner specified in Schedule A of this Agreement, and any payments required to
be made by the Administrator shall be made once a year promptly after the end of
the Trust's fiscal year.

ARTICLE 4. Compensation of the Administrator.

(A) Administration Fee. Commencing on the Conversion Date, for the
services to be rendered, the facilities furnished and the expenses assumed by
the Administrator pursuant to this Agreement, the Trust shall pay to the
Administrator compensation at an annual rate specified in Schedule A attached
hereto. Such compensation shall be calculated and accrued daily, and paid to the
Administrator monthly.

If the Conversion Date occurs subsequent to the first day of a month
or termination of this Agreement occurs before the last day of a month, the
Administrator's compensation for that part of the month in which this Agreement
is in effect shall be prorated in a manner consistent with the calculation of
the fees as set forth above. Payment of the Administrator's compensation for the
preceding month shall be made promptly.

(B) Survival of Compensation Rights. All rights of compensation under this
Agreement for services performed as of the termination date shall survive the
termination of this Agreement.

ARTICLE 5. Limitation of Liability of the Administrator. The duties of the
Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator shall not be liable for any error

6
<PAGE> 7
of judgment or mistake of law or for any loss arising out of any act or omission
in carrying out its duties hereunder, except a loss resulting from willful
misfeasance, bad faith or negligence in the performance of its duties, or by
reason of reckless disregard of its obligations and duties hereunder, except as
may otherwise be provided under provisions of applicable law which cannot be
waived or modified hereby. (As used in this Article 5, the term "Administrator"
shall include partners, officers, employees and other agents of the
Administrator as well as the Administrator itself.)

So long as the Administrator acts in good faith and with due diligence and
without negligence or reckless disregard of its obligations hereunder, the Trust
assumes full responsibility and shall indemnify the Administrator and hold it
harmless from and against any and all actions, suits and claims, whether
groundless or otherwise, and from and against any and all losses, damages,
costs, charges, reasonable counsel fees and disbursements, payments, expenses
and liabilities (including reasonable investigation expenses) arising directly
or indirectly out of said administration, transfer agency, and dividend
disbursing relationships to the Trust or any other service rendered to the Trust
hereunder. The Administrator agrees to indemnify and hold harmless the Company,
its employees, agents, Trustees, officers and nominees from and against any and
all actions, suits and claims, whether groundless or otherwise, and from and
against any and all judgments, liabilities, losses, damages, costs, charges,
reasonable counsel fees and other expenses of every nature and character arising
out of or in any way relating to the Administrator's bad faith, willful
misfeasance, negligence or reckless disregard by it of its obligations and
duties, with respect to the performance of services under this Agreement. The
indemnity and defense provisions set forth herein shall indefinitely survive the
termination of this Agreement.

The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation with
respect to which indemnification hereunder may ultimately be merited. In order
that the indemnification provisions contained herein shall apply, however, it is
understood that if in any case the indemnifying party may be asked to indemnify
or hold the other party harmless, the indemnifying party shall be fully and
promptly advised of all pertinent facts concerning the situation in question,
and it is further understood that the indemnified party will use all reasonable
care to identify and notify the indemnifying party promptly concerning any
situation which presents or appears likely to present the probability of such a
claim for indemnification against the indemnifying party, but failure to do so
in good faith shall not affect the rights hereunder.

The indemnifying party shall be entitled to participate at its own expense
or, if it so elects, to assume the defense of any suit brought to enforce any
claims subject to this indemnity provision. If the indemnifying party elects to
assume the defense of any such claim, the defense shall be conducted by counsel
chosen by the indemnifying party and satisfactory to the other party, whose
approval shall not be unreasonably withheld. In the event that the indemnifying
party elects to assume the defense of any suit and retain counsel, the
indemnified party shall bear the fees and expenses of any additional counsel
retained by it. If the indemnifying party does not elect to assume the defense
of a suit, it will reimburse the other party for the reasonable fees and
expenses of any counsel retained by the other party.

7
<PAGE> 8
The Administrator may apply to the Trust at any time for instructions and
may consult counsel for the Trust or its own counsel and with accountants and
other experts with respect to any matter arising in connection with the
Administrator's duties, and the Administrator shall not be liable or accountable
for any action taken or omitted by it in good faith in accordance with such
instructions or with the opinion of such counsel, accountants or other experts.

Also, the Administrator shall be protected in acting upon any document
which it reasonably believes to be genuine and to have been signed or presented
by the proper person or persons. The Administrator will not be held to have
notice of any change of authority of any officers, employees or agents of the
Trust until receipt of written notice thereof from the Trust.

ARTICLE 6. Activities of the Administrator. The services of the
Administrator rendered to the Trust are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests. It is understood that trustees, officers, employees
and Shareholders of the Trust are or may be or become interested in the
Administrator, as directors, officers, employees and shareholders or otherwise
and that partners, officers and employees of the Administrator and its counsel
are or may be or become similarly interested in the Trust, and that the
Administrator may be or become interested in the Trust as a Shareholder or
otherwise.

ARTICLE 7. Duration of this Agreement. The Term of this Agreement shall be
as specified in Schedule A hereto.

ARTICLE 8. Assignment. This Agreement shall not be assignable by either
party without the written consent of the other party; provided, however, that
upon the provision of advanced written notice to the Trust, the Administrator
may, at its expense, subcontract with any entity or person concerning the
provision of the services contemplated hereunder. The Administrator shall not,
however, be relieved of any of its obligations under this Agreement by the
appointment of such subcontractor and provided further, that the Administrator
shall be responsible, to the extent provided in Article 5 hereof, for all acts
of such subcontractor as if such acts were its own. This Agreement shall be
binding upon, and shall inure to the benefit of, the parties hereto and their
respective successors and permitted assigns.

ARTICLE 9. Amendments. This Agreement may be amended by the parties hereto
only if such amendment is specifically approved (i) by the vote of a majority of
the Trustees of the Trust, and (ii) by the vote of a majority of the Trustees of
the Trust who are not parties to this Agreement or interested persons of any
such party, cast in person at a Board of Trustees meeting called for the purpose
of voting on such approval.

For special cases, the parties hereto may amend such procedures set forth
herein as may be appropriate or practical under the circumstances, and the
Administrator may conclusively assume that any special procedure which has been
approved by the Trust does not conflict with or violate

8
<PAGE> 9
any requirements of its Declaration of Trust or then current prospectuses, or
any rule, regulation or requirement of any regulatory body.

ARTICLE 10. Certain Records. The Administrator shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Administrator
on behalf of the Trust shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Trust and will be made available
to or surrendered promptly to the Trust on request.

In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Trust and follow the Trust's
instructions as to permitting or refusing such inspection; provided that the
Administrator may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so, unless
(in cases involving potential exposure only to civil liability) the Trust has
agreed to indemnify the Administrator against such liability.

ARTICLE 11. Definitions of Certain Terms. The terms "interested person"
and "affiliated person," when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.

ARTICLE 12. Notice. Any notice required or permitted to be given by either
party to the other shall be deemed sufficient if sent by registered or certified
mail, postage prepaid, addressed by the party giving notice to the other party
at the following address: if to the Administrator, to it at 3435 Stelzer Road,
Columbus, Ohio 43219; if to the Trust, to it at 3435 Stelzer Road, Columbus,
Ohio 43219, with a copy to Steven Howard, Esq., Baker & McKenzie, 805 Third
Avenue, New York, New York 10022, or at such other address as such party may
from time to time specify in writing to the other party pursuant to this
Section .

ARTICLE 13. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of Ohio and the applicable provisions of the 1940
Act. To the extent that the applicable laws of the State of Ohio, or any of the
provisions herein, conflict with the applicable provisions of the 1940 Act, the
latter shall control.

ARTICLE 14. Multiple Originals. This Agreement may be executed in two or
more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.

9
<PAGE> 10
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.

INTRUST FUNDS TRUST

By:___________________________________

Title:________________________________

BISYS FUND SERVICES LIMITED
PARTNERSHIP

BY: BISYS FUND SERVICES,
GENERAL PARTNER

By:___________________________________

Title:________________________________

10
<PAGE> 11
SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
DATED AS OF NOVEMBER 25, 1996
BETWEEN INTRUST FUNDS TRUST
AND
BISYS FUND SERVICES LIMITED PARTNERSHIP

Portfolios: This Agreement shall apply to all Portfolios of Intrust Funds Trust,
either now or hereafter created (collectively, the "Portfolios").
The current Portfolios of the Trust are set forth below:

Kansas Tax Exempt Bond Fund
Cash Reserve Money Market Fund
Short Term High Quality Fund
Intermediate Bond Income Fund
Stock Appreciation Fund
International Multi-Manager Fund

Fees: Pursuant to Article 4, in consideration of services rendered and
expenses assumed pursuant to this Agreement, the Trust will pay the
Administrator on the first business day of each month, or at such
time(s) as the Administrator shall request and the parties hereto
shall agree, a fee computed daily at the annual rate of:

0.15% for: Kansas Tax Exempt Bond Fund
Cash Reserve Money Market Fund
Short Term High Quality Fund
Intermediate Bond Income Fund
Stock Appreciation Fund

0.10% for: International Multi-Manager Fund

The fee for the period from the day of the month upon which the
Conversion Date occurs until the end of that month shall be prorated
according to the proportion which such period bears to the full
monthly period. Upon any termination of this Agreement before the
end of any month, the fee for such part of a month shall be prorated
according to the proportion which such period bears to the full
monthly period and shall be payable upon the date of termination of
this Agreement.

For purposes of determining the fees payable to the Administrator,
the value of the net assets of a particular Portfolio shall be
computed in the manner described in the Trust's Declaration of Trust
or in the Prospectus or Statement of Additional Information
respecting that Portfolio as from time to time is in effect for the

A-1
<PAGE> 12
computation of the value of such net assets in connection with the
determination of the liquidating value of the shares of such
Portfolio.

The parties hereby confirm that the fees payable hereunder shall be
applied to each Portfolio as a whole, and not to separate classes of
shares within the Portfolios.

Term: The initial term of this Agreement (the "Initial Term") shall be for
a period commencing on the date this Agreement is executed by both
parties and ending one year after the Conversion Date. In the event
of a material breach of this Agreement by either party, the
non-breaching party shall notify the breaching party in writing of
such breach and upon receipt of such notice, the breaching party
shall have 45 days to remedy the breach. In the event the breach is
not remedied within such time period, the nonbreaching party may
immediately terminate this Agreement.

Unless 60 days advance written notice of nonrenewal is provided by
either party prior to the end of the Initial Term or the Agreement
is sooner terminated as set forth above, this Agreement shall
continue in effect following the Initial Term unless and until it is
terminated in the manner set forth in this paragraph. Either party
may terminate this Agreement after the Initial Term, without
penalty, by the provision of 60 days advance written notice to the
other party.

Notwithstanding the foregoing, after such termination for so long as
the Administrator, with the written consent of the Trust, in fact
continues to perform any one or more of the services contemplated by
this Agreement or any schedule or exhibit hereto, the provisions of
this Agreement, including without limitation the provisions dealing
with indemnification, shall continue in full force and effect.
Compensation due the Administrator and unpaid by the Trust upon such
termination shall be immediately due and payable upon and
notwithstanding such termination. The Administrator shall be
entitled to collect from the Trust, in addition to the compensation
described in this Schedule A, the amount of all of the
Administrator's cash disbursements for services in connection with
the Administrator's activities in effecting such termination,
including without limitation, the delivery to the Trust and/or its
designees of the Trust's property, records, instruments and
documents, or any copies thereof. Subsequent to such termination, in
exchange for payment of its costs, the Administrator will provide
the Trust with reasonable access to any Trust documents or records
remaining in its possession.

If, during the Initial Term, for any reason other than (i)
nonrenewal, or (ii) termination based upon a material breach of this
Agreement, the Administrator is replaced as administrator, or if a
third party is added to perform all or a part of the services
provided by the Administrator under this Agreement (excluding any
sub-administrator appointed by the Administrator as provided in
Article 7 hereof), then the Trust shall make a one-time cash
payment, as liquidated damages, to the

A-2
<PAGE> 13
Administrator equal to the balance due the Administrator for the
remainder of the Initial Term, assuming for purposes of calculation
of the payment that (i) the asset level of the Trust on the date the
Administrator is replaced, or a third party is added, will remain
constant for the balance of the Initial Term and (ii) such payment
shall be based upon the actual fee being charged on such date (which
may or may not be lower than the contractual fee amount).

A-3

<PAGE> 1
EXHIBIT (6)

DISTRIBUTION AGREEMENT

AGREEMENT made this 25th day of November, 1996, between INTRUST FUNDS
TRUST (the "Trust"), a Delaware business trust, and BISYS FUND SERVICES LIMITED
PARTNERSHIP d/b/a BISYS FUND SERVICES ("Distributor"), an Ohio limited
partnership.

WHEREAS, the Trust is an open-end management investment company, organized
as a Delaware business trust and registered with the Securities and Exchange
Commission (the "Commission") under the Investment Company Act of 1940, as
amended (the "1940 Act"); and

WHEREAS, it is intended that Distributor act as the distributor of the
units of beneficial interest ("Shares") of each of the investment portfolios of
the Trust (such portfolios being referred to individually as a "Fund" and
collectively as the "Funds").

NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:

1. Services as Distributor; Conversion to the Services.

1.1 Distributor (i) will act as agent for the distribution of the
Shares covered by the registration statement and prospectus of the Trust then in
effect under the Securities Act of 1933, as amended (the "Securities Act") and
(ii) will perform such additional services as are provided in this Section 1
(collectively, the "Services"). In connection therewith, the Trust agrees to
convert to the Distributor's data processing systems and software (the "BISYS
System"). The Trust shall cooperate with the Distributor to provide the
Distributor with all necessary information and assistance required to
successfully convert to the BISYS System. The Distributor shall provide the
Trust with a schedule relating to such conversion and the parties agree that the
conversion may progress in stages. The date upon which all Services shall have
been converted to the BISYS System shall be referred to herein as the
"Conversion Date." The Distributor hereby accepts such engagement and agrees to
perform the Services commencing, with respect to each individual Service, on the
date that the conversion of such Service to the BISYS System has been completed.
The Distributor shall determine in accordance with its normal acceptance
procedures when the applicable Service has been successfully converted. As used
in this Agreement, the term "registration statement" shall mean Parts A (the
prospectus), B (the Statement of Additional Information) and C of each
registration statement that is filed on Form N-1A, or any successor thereto,
with the Commission, together with any amendments thereto. The term "prospectus"
shall mean each form of prospectus and Statement of Additional Information used
by the Funds for delivery to shareholders and prospective shareholders after the
effective dates of the above-referenced registration statements, together with
any amendments and supplements thereto.

1.2 Distributor agrees to use appropriate efforts to solicit orders
for the sale of the Shares and will undertake such advertising and promotion as
it believes reasonable in connection
<PAGE> 2
with such solicitation. The Trust understands that Distributor is now and may in
the future be the distributor of the shares of several investment companies or
series (together, "Investment Companies") including Investment Companies having
investment objectives similar to those of the Trust. The Trust further
understands that investors and potential investors in the Trust may invest in
shares of such other Investment Companies. The Trust agrees that Distributor's
duties to such Investment Companies shall not be deemed in conflict with its
duties to the Trust under this paragraph 1.2.

Distributor shall, at its own expense, finance appropriate
activities which it deems reasonable, which are primarily intended to result in
the sale of the Shares, including, but not limited to, advertising, compensation
of underwriters, dealers and sales personnel, the printing and mailing of
prospectuses to other than current Shareholders, and the printing and mailing of
sales literature.

1.3 In its capacity as distributor of the Shares, all activities of
Distributor and its partners, agents, and employees shall comply with all
applicable laws, rules and regulations, including, without limitation, the 1940
Act, all rules and regulations promulgated by the Commission thereunder and all
rules and regulations adopted by any securities association registered under the
Securities Exchange Act of 1934.

1.4 Distributor will provide one or more persons, during normal
business hours, to respond to telephone questions with respect to the Trust.

1.5 Distributor will transmit any orders received by it for purchase
or redemption of the Shares to the transfer agent and custodian for the Funds.

1.6 Whenever in their judgment such action is warranted by unusual
market, economic or political conditions, or by abnormal circumstances of any
kind, the Trust's officers may decline to accept any orders for, or make any
sales of, the Shares until such time as those officers deem it advisable to
accept such orders and to make such sales.

1.7 Distributor will act only on its own behalf as principal if it
chooses to enter into selling agreements with selected dealers or others.

1.8 The Trust agrees at its own expense to execute any and all
documents and to furnish any and all information and otherwise to take all
actions that may be reasonably necessary in connection with the qualification of
the Shares for sale in such states as Distributor may designate.

1.9 The Trust shall furnish from time to time, for use in connection
with the sale of the Shares, such information with respect to the Funds and the
Shares as Distributor may reasonably request; and the Trust warrants that the
statements contained in any such information shall fairly show or represent what
they purport to show or represent. The Trust shall also furnish Distributor upon
request with: (a) unaudited semi-annual statements of the Funds' books and

2
<PAGE> 3
accounts prepared by the Trust, (b) a monthly itemized list of the securities in
the Funds, (c) monthly balance sheets as soon as practicable after the end of
each month, and (d) from time to time such additional information regarding the
financial condition of the Funds as Distributor may reasonably request.

1.10 The Trust represents to Distributor that, with respect to the
Shares, all registration statements and prospectuses filed by the Trust with the
Commission under the Securities Act have been carefully prepared in conformity
with requirements of said Act and rules and regulations of the Commission
thereunder. The registration statement and prospectus contain all statements
required to be stated therein in conformity with said Act and the rules and
regulations of said Commission and all statements of fact contained in any such
registration statement and prospectus are true and correct. Furthermore, neither
any registration statement nor any prospectus includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading to a purchaser of the
Shares. The Trust may, but shall not be obligated to, propose from time to time
such amendment or amendments to any registration statement and such supplement
or supplements to any prospectus as, in the light of future developments, may,
in the opinion of the Trust's counsel, be necessary or advisable. If the Trust
shall not propose such amendment or amendments and/or supplement or supplements
within fifteen days after receipt by the Trust of a written request from
Distributor to do so, Distributor may, at its option, terminate this Agreement.
The Trust shall not file any amendment to any registration statement or
supplement to any prospectus without giving Distributor reasonable notice
thereof in advance; provided, however, that nothing contained in this Agreement
shall in any way limit the Trust's right to file at any time such amendments to
any registration statement and/or supplements to any prospectus, of whatever
character, as the Trust may deem advisable, such right being in all respects
absolute and unconditional.

1.11 The Trust authorizes Distributor and dealers to use any
prospectus in the form furnished from time to time in connection with the sale
of the Shares. The Trust agrees to indemnify, defend and hold Distributor, its
several partners and employees, and any person who controls Distributor within
the meaning of Section 15 of the Securities Act free and harmless from and
against any and all claims, demands, liabilities and expenses (including the
cost of investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which Distributor, its partners
and employees, or any such controlling person, may incur under the Securities
Act or under common law or otherwise, arising out of or based upon any untrue
statement, or alleged untrue statement, of a material fact contained in any
registration statement or any prospectus or arising out of or based upon any
omission, or alleged omission, to state a material fact required to be stated in
either any registration statement or any prospectus or necessary to make the
statements in either thereof not misleading; provided, however, that the Trust's
agreement to indemnify Distributor, its partners or employees, and any such
controlling person shall not be deemed to cover any claims, demands, liabilities
or expenses arising out of any statements or representations as are contained in
any prospectus and in such financial and other statements as are furnished in
writing to the Trust by Distributor and used in the answers to the registration
statement or in the corresponding statements made in the prospectus, or arising
out of or based upon any

3
<PAGE> 4
omission or alleged omission to state a material fact in connection with the
giving of such information required to be stated in such answers or necessary to
make the answers not misleading; and further provided that the Trust's agreement
to indemnify Distributor and the Trust's representations and warranties
hereinbefore set forth in paragraph 1.10 shall not be deemed to cover any
liability to the Trust or its Shareholders to which Distributor would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties, or by reason of Distributor's reckless disregard
of its obligations and duties under this Agreement. The Trust's agreement to
indemnify Distributor, its partners and employees and any such controlling
person, as aforesaid, is expressly conditioned upon the Trust being notified of
any action brought against Distributor, its partners or employees, or any such
controlling person, such notification to be given by letter or by telegram
addressed to the Trust at its principal office specified in the first paragraph
of this Agreement and sent to the Trust by the person against whom such action
is brought, within 10 days after the summons or other first legal process shall
have been served. The failure to so notify the Trust of any such action shall
not relieve the Trust from any liability which the Trust may have to the person
against whom such action is brought by reason of any such untrue, or allegedly
untrue, statement or omission, or alleged omission, otherwise than on account of
the Trust's indemnity agreement contained in this paragraph 1.11. The Trust will
be entitled to assume the defense of any suit brought to enforce any such claim,
demand or liability, but, in such case, such defense shall be conducted by
counsel of good standing chosen by the Trust and approved by Distributor, which
approval shall not be unreasonably withheld. In the event the Trust elects to
assume the defense of any such suit and retain counsel of good standing approved
by Distributor, the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them; but in case the
Trust does not elect to assume the defense of any such suit, or in case
Distributor reasonably does not approve of counsel chosen by the Trust, the
Trust will reimburse Distributor, its partners and employees, or the controlling
person or persons named as defendant or defendants in such suit, for the fees
and expenses of any counsel retained by Distributor or them. The Trust's
indemnification agreement contained in this paragraph 1.11 and the Trust's
representations and warranties in this Agreement shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of
Distributor, its partners and employees, or any controlling person, and shall
survive the delivery of any Shares.

This Agreement of indemnity will inure exclusively to
Distributor's benefit, to the benefit of its several partners and employees, and
their respective estates, and to the benefit of the controlling persons and
their successors. The Trust agrees promptly to notify Distributor of the
commencement of any litigation or proceedings against the Trust or any of its
officers or Trustees in connection with the issue and sale of any Shares.

1.12 Distributor agrees to indemnify, defend and hold the Trust, its
several officers and Trustees and any person who controls the Trust within the
meaning of Section 15 of the Securities Act free and harmless from and against
any and all claims, demands, liabilities and expenses (including the costs of
investigating or defending such claims, demands, or liabilities and any counsel
fees incurred in connection therewith) which the Trust, its officers or Trustees
or any such controlling person, may incur under the Securities Act or under
common law or otherwise, but

4
<PAGE> 5
only to the extent that such liability or expense incurred by the Trust, its
officers or Trustees or such controlling person resulting from such claims or
demands, shall arise out of or be based upon any untrue, or alleged untrue,
statement of a material fact contained in information furnished in writing by
Distributor to the Trust and used in the answers to any of the items of the
registration statement or in the corresponding statements made in the
prospectus, or shall arise out of or be based upon any omission, or alleged
omission, to state a material fact in connection with such information furnished
in writing by Distributor to the Trust required to be stated in such answers or
necessary to make such information not misleading. Distributor's agreement to
indemnify the Trust, its officers and Trustees, and any such controlling person,
as aforesaid, is expressly conditioned upon Distributor being notified of any
action brought against the Trust, its officers or Trustees, or any such
controlling person, such notification to be given by letter or telegram
addressed to Distributor at its principal office in Columbus, Ohio, and sent to
Distributor by the person against whom such action is brought, within 10 days
after the summons or other first legal process shall have been served.
Distributor shall have the right of first control of the defense of such action,
with counsel of its own choosing, satisfactory to the Trust, if such action is
based solely upon such alleged misstatement or omission on Distributor's part,
and in any other event the Trust, its officers or Trustees or such controlling
person shall each have the right to participate in the defense or preparation of
the defense of any such action. The failure to so notify Distributor of any such
action shall not relieve Distributor from any liability which Distributor may
have to the Trust, its officers or Trustees, or to such controlling person by
reason of any such untrue or alleged untrue statement, or omission or alleged
omission, otherwise than on account of Distributor's indemnity agreement
contained in this paragraph 1.12.

1.13 No Shares shall be offered by either Distributor or the Trust
under any of the provisions of this Agreement and no orders for the purchase or
sale of Shares hereunder shall be accepted by the Trust if and so long as the
effectiveness of the registration statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions of the
Securities Act or if and so long as a current prospectus as required by Section
10(b)(2) of said Act is not on file with the Commission; provided, however, that
nothing contained in this paragraph 1.13 shall in any way restrict or have an
application to or bearing upon the Trust's obligation to repurchase Shares from
any Shareholder in accordance with the provisions of the Trust's prospectus,
Agreement and Declaration of Trust, or Bylaws.

1.14 The Trust agrees to advise Distributor as soon as reasonably
practical by a notice in writing delivered to Distributor or its counsel:

(a) of any request by the Commission for amendments to the
registration statement or prospectus then in effect or
for additional information;

(b) in the event of the issuance by the Commission of any
stop order suspending the effectiveness of the
registration statement or prospectus then in effect or
the initiation by service of process on the Trust of any
proceeding for that purpose;

5
<PAGE> 6
(c) of the happening of any event that makes untrue any
statement of a material fact made in the registration
statement or prospectus then in effect or which requires
the making of a change in such registration statement or
prospectus in order to make the statements therein not
misleading; and

(d) of all action of the Commission with respect to any
amendment to any registration statement or prospectus
which may from time to time be filed with the
Commission.

For purposes of this section, informal requests by or acts of
the Staff of the Commission shall not be deemed actions of or requests by the
Commission.

1.15 Distributor agrees on behalf of itself and its partners and
employees to treat confidentially and as proprietary information of the Trust
all records and other information relative to the Trust and its prior, present
or potential Shareholders, and not to use such records and information for any
purpose other than performance of its responsibilities and duties hereunder,
except, after prior notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld and may not be withheld where
Distributor may be exposed to civil or criminal contempt proceedings for failure
to comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Trust.

1.16 This Agreement shall be governed by the laws of the State of
Ohio.

2. Fee.

Distributor shall receive from the Funds identified in the
Distribution and Shareholder Service Plan attached as Schedule A hereto (the
"Distribution Plan Funds") a distribution fee at the rate and upon the terms and
conditions set forth in such Plan. The distribution fee shall be accrued daily
and shall be paid on the first business day of each month, or at such time(s) as
the Distributor shall reasonably request.

3. Sale and Payment.

Shares of a Fund may be subject to a sales load and may be subject
to the imposition of a distribution fee pursuant to the Distribution and
Shareholder Service Plan referred to above. To the extent that Shares of a Fund
are sold at an offering price which includes a sales load or at net asset value
subject to a contingent deferred sales load with respect to certain redemptions
(either within a single class of Shares or pursuant to two or more classes of
Shares), such Shares shall hereinafter be referred to collectively as "Load
Shares" (in the case of Shares that are sold with a front-end sales load or
Shares that are sold subject to a contingent deferred sales load), "Front-End
Load Shares" or "CDSL Shares" and individually as a "Load Share," a "Front-End
Load Share" or a "CDSL Share." A Fund that contains Front-End Load Shares shall
hereinafter be referred to

6
<PAGE> 7
collectively as "Load Funds" or "Front-End Load Funds" and individually as a
"Load Fund" or a "Front-end Load Fund." A Fund that contains CDSL Shares shall
hereinafter be referred to collectively as "Load Funds" or "CDSL Funds" and
individually as a "Load Fund" or a "CDSL Fund." Under this Agreement, the
following provisions shall apply with respect to the sale of, and payment for,
Load Shares.

3.1 Distributor shall have the right to purchase Load Shares at
their net asset value and to sell such Load Shares to the public against orders
therefor at the applicable public offering price, as defined in Section 4
hereof. Distributor shall also have the right to sell Load Shares to dealers
against orders therefor at the public offering price less a concession
determined by Distributor, which concession shall not exceed the amount of the
sales charge or underwriting discount, if any, referred to in Section 4 below.

3.2 Prior to the time of delivery of any Load Shares by a Load Fund
to, or on the order of, Distributor, Distributor shall pay or cause to be paid
to the Load Fund or to its order an amount in Boston or New York clearing house
funds equal to the applicable net asset value of such Shares. Distributor may
retain so much of any sales charge or underwriting discount as is not allowed by
Distributor as a concession to dealers.

4. Public Offering Price.

The public offering price of a Load Share shall be the net asset
value of such Load Share, plus any applicable sales charge, all as set forth in
the current prospectus of the Load Fund. The net asset value of Shares shall be
determined in accordance with the provisions of the Agreement and Declaration of
Trust and Bylaws of the Trust and the then-current prospectus of the Load Fund.

5. Issuance of Shares.

The Trust reserves the right to issue, transfer or sell Load Shares
at net asset value (a) in connection with the merger or consolidation of the
Trust or the Load Fund(s) with any other investment company or the acquisition
by the Trust or the Load Fund(s) of all or substantially all of the assets or of
the outstanding Shares of any other investment company; (b) in connection with a
pro rata distribution directly to the holders of Shares in the nature of a stock
dividend or split; (c) upon the exercise of subscription rights granted to the
holders of Shares on a pro rata basis; (d) in connection with the issuance of
Load Shares pursuant to any exchange and reinvestment privileges described in
any then-current prospectus of the Load Fund; and (e) otherwise in accordance
with any then-current prospectus of the Load Fund.

6. Term, Duration and Termination.

The initial term of this Agreement (the "Initial Term") shall be for
a period commencing on the date this Agreement is executed by both parties and
ending on the date that is

7
<PAGE> 8
one year after the Conversion Date. Thereafter, if not terminated, this
Agreement shall continue with respect to a particular Fund automatically for
successive one-year terms, provided that such continuance is specifically
approved at least annually by (a) by the vote of a majority of those members of
the Trust's Board of Trustees who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting for the
purpose of voting on such approval and (b) by the vote of the Trust's Board of
Trustees or the vote of a majority of the outstanding voting securities of such
Fund. This Agreement is terminable without penalty, on not less than sixty days'
prior written notice, by the Trust's Board of Trustees, by vote of a majority of
the outstanding voting securities of the Trust or by the Distributor. This
Agreement will also terminate automatically in the event of its assignment. (As
used in this Agreement, the terms "majority of the outstanding voting
securities," "interested persons" and "assignment" shall have the same meanings
as ascribed to such terms in the 1940 Act.)

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first written
above.

INTRUST FUNDS TRUST BISYS FUND SERVICES LIMITED
PARTNERSHIP

By: BISYS Fund Services, Inc.
General Partner

By:________________________________ By:___________________________________

Title:_____________________________ Title:___________________________

Date:______________________________ Date:____________________________

8
<PAGE> 9
Dated: November 25, 1996

SCHEDULE A
TO THE DISTRIBUTION AGREEMENT
BETWEEN
INTRUST FUNDS TRUST
AND
BISYS FUND SERVICES LIMITED PARTNERSHIP

DISTRIBUTION AND SHAREHOLDER SERVICE PLAN

A-1

<PAGE> 1
Exhibit (9)(a)

TRANSFER AGENCY AGREEMENT

AGREEMENT made this 25th day of November, 1996, between INTRUST FUNDS
TRUST (the "Trust"), a Delaware business trust, and BISYS FUND SERVICES, INC.
("BISYS"), a Delaware corporation.

WHEREAS, the Trust desires that BISYS perform certain services for each
series of the Trust (individually referred to herein as a "Fund" and
collectively as the "Funds"); and

WHEREAS, BISYS is willing to perform such services on the terms and
conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:

1. Retention of BISYS; Conversion to the Services.

The Trust hereby engages BISYS to act as the transfer agent for the
Funds to perform (i) the transfer agent services set forth in Schedule A hereto
(the "Initial Services"), (ii) such special services (the "Special Services")
incidental to the performance of such services as may be agreed to by the
parties from time to time (for such fees as the parties may agree as aforesaid)
and (iii) such additional services (collectively with the Initial Services and
the Special Services, the "Services"), as may be agreed to by the parties from
time to time and set forth in an amendment to said Schedule A (for such fees as
the parties may agree as aforesaid), and, in connection therewith, the Trust
agrees to convert to BISYS' data processing systems and software (the "BISYS
System") as necessary in order to receive the Services. The Trust shall
cooperate with BISYS to provide BISYS with all necessary information and
assistance required to successfully convert to the BISYS System. BISYS shall
provide the Trust with a schedule relating to such conversion and the parties
agree that the conversion may progress in stages. The date upon which all
Initial Services shall have been converted to the BISYS System shall be referred
to herein as the "Conversion Date." BISYS hereby accepts such engagement and
agrees to perform the Services commencing, with respect to each individual
Service, on the date that the conversion of such Service to the BISYS System has
been completed. BISYS shall determine in accordance with its normal acceptance
procedures when the applicable Service has been successfully converted.

BISYS may, in its discretion, appoint in writing other parties
qualified to perform transfer agency services reasonably acceptable to the Trust
(individually, a "Sub-transfer Agent") to carry out some or all of its
responsibilities under this Agreement with respect to a Fund; provided, however,
that the Sub-transfer Agent shall be the agent of BISYS and not the agent of the
Trust or such Fund, and that BISYS shall be fully responsible for the acts of
such Sub-transfer Agent and shall not be relieved of any of its responsibilities
hereunder by the appointment of such Sub-transfer Agent.
<PAGE> 2
2. Fees.

Commencing on the Conversion Date, the Trust shall pay BISYS for the
services to be provided by BISYS under this Agreement in accordance with, and in
the manner set forth in, Schedule B hereto. Fees for any additional services to
be provided by BISYS pursuant to an amendment to Schedule A hereto shall be
subject to mutual agreement at the time such amendment to Schedule A is
proposed.

3. Reimbursement of Expenses.

In addition to paying BISYS the fees described in Section 2 hereof,
the Trust agrees to reimburse BISYS for BISYS' out-of-pocket expenses in
providing services hereunder, including without limitation, the following:

(a) All freight and other delivery and bonding charges incurred by
BISYS in delivering materials to and from the Trust and in
delivering all materials to shareholders;

(b) All direct telephone, telephone transmission and telecopy or
other electronic transmission expenses incurred by BISYS in
communication with the Trust, the Trust's investment adviser or
custodian, dealers, shareholders or others as required for BISYS
to perform the services to be provided hereunder;

(c) Costs of postage, couriers, stock computer paper, statements,
labels, envelopes, checks, reports, letters, tax forms, proxies,
notices or other form of printed material which shall be required
by BISYS for the performance of the services to be provided
hereunder;

(d) The cost of microfilm or microfiche of records or other
materials; and

(e) Any expenses BISYS shall incur at the written direction of an
officer of the Trust thereunto duly authorized.

4. Effective Date.

This Agreement shall become effective as of the date first written
above (the "Effective Date").

5. Term.

The initial term of this Agreement (the "Initial Term") shall be for
a period commencing on the date this Agreement is executed by both parties and
ending on the date that is one year after the Conversion Date. Unless 60 days'
advance written notice of nonrenewal is

2
<PAGE> 3
provided by either party prior to the end of the Initial Term or the Agreement
is sooner terminated in the manner set forth in the following paragraph of this
Section , this Agreement shall continue in effect following the Initial Term
unless and until it is terminated in the manner set forth in this paragraph.
Either party may terminate this Agreement after the Initial Term, without
penalty, by the provision of 60 days' advance written notice to the other party;
provided, however, that after such termination, for so long as BISYS, with the
written consent of the Trust, in fact continues to perform any one or more of
the services contemplated by this Agreement or any Schedule or exhibit hereto,
the provisions of this Agreement, including without limitation the provisions
dealing with indemnification, shall continue in full force and effect. Fees and
out-of-pocket expenses incurred by BISYS but unpaid by the Trust upon such
termination shall be immediately due and payable upon and notwithstanding such
termination. BISYS shall be entitled to collect from the Trust, in addition to
the fees and disbursements provided by Sections 2 and 3 hereof, the amount of
all of BISYS' actual costs incurred for services in connection with BISYS'
activities in effecting such termination, including without limitation, the
delivery to the Trust and/or its distributor or investment adviser and/or other
parties, of the Trust's property, records, instruments and documents, or any
copies thereof. To the extent that BISYS may retain in its possession copies of
any Trust documents or records subsequent to such termination which copies had
not been requested by or on behalf of the Trust in connection with the
termination process described above, BISYS, in exchange for payment of its
costs, will provide the Trust with reasonable access to such copies.

In the event of a material breach of this Agreement by either party,
the non-breaching party shall notify the breaching party in writing of such
breach and, upon receipt of such notice, the breaching party shall have 45 days
to remedy the breach. In the event the breach is not remedied within such time
period, the nonbreaching party may immediately terminate this Agreement.

If, during the Initial Term, for any reason other than (i) nonrenewal
or (ii) termination based upon a material breach of this Agreement, BISYS is
replaced as transfer agent, or if a third party is added to perform all or a
part of the services provided by BISYS under this Agreement (excluding any
sub-transfer agent appointed by BISYS as provided in Section 1 hereof), then the
Trust shall make a one-time cash payment, as liquidated damages to, BISYS equal
to the balance due BISYS for the remainder of the Initial Term, assuming for
purposes of calculation of the payment that (i) the asset level of the Trust on
the date BISYS is replaced, or a third party is added, will remain constant for
the balance of the Initial Term, and (ii) such payment shall be based upon the
actual fee being charged on such date (which may or may not be lower than the
contractual fee amount).

6. Uncontrollable Events.

BISYS assumes no responsibility hereunder, and shall not be liable
for any damage, loss of data, delay or any other loss whatsoever caused by
events beyond its reasonable control.

3
<PAGE> 4
7. Legal Advice.

BISYS shall notify the Trust at any time BISYS believes that it is in
need of the advice of counsel (other than counsel in the regular employ of BISYS
or any affiliated companies) with regard to BISYS' responsibilities and duties
pursuant to this Agreement; and after so notifying the Trust, BISYS, at its
discretion, shall be entitled to seek, receive and act upon advice of legal
counsel of its choosing, such advice to be at the expense of the Trust or Funds
unless relating to a matter involving BISYS' willful misfeasance, bad faith,
gross negligence or reckless disregard with respect to BISYS' responsibilities
and duties hereunder and BISYS shall in no event be liable to the Trust or any
Fund or any shareholder or beneficial owner of the Trust for any action
reasonably taken pursuant to such advice.

8. Instructions.

Whenever BISYS is requested or authorized to take action hereunder
pursuant to instructions from a shareholder, or a properly authorized agent of a
shareholder ("shareholder's agent"), concerning an account in a Fund, BISYS
shall be entitled to rely upon any certificate, letter or other instrument or
communication, believed by BISYS to be genuine and to have been properly made,
signed or authorized by an officer or other authorized agent of the Trust or by
the shareholder or shareholder's agent, as the case may be, and shall be
entitled to receive as conclusive proof of any fact or matter required to be
ascertained by it hereunder a certificate signed by an officer of the Trust or
any other person authorized by the Trust's Board of Trustees or by the
shareholder or shareholder's agent, as the case may be.

As to the services to be provided hereunder, BISYS may rely
conclusively upon the terms of the Prospectuses and Statement of Additional
Information of the Trust relating to the Funds to the extent that such services
are described therein unless BISYS receives written instructions to the contrary
in a timely manner from the Trust.

9. Standard of Care; Reliance on Records and Instructions;
Indemnification.

BISYS shall use its best efforts to ensure the accuracy of all
services performed under this Agreement, but shall not be liable to the Trust
for any action taken or omitted by BISYS in the absence of bad faith, willful
misfeasance, negligence or from reckless disregard by it of its obligations and
duties. The Trust agrees to indemnify and hold harmless BISYS, its employees,
agents, directors, officers and nominees from and against any and all claims,
demands, actions and suits, whether groundless or otherwise, and from and
against any and all judgments, liabilities, losses, damages, costs, charges,
counsel fees and other expenses of every nature and character arising out of or
in any way relating to BISYS' actions taken or nonactions with respect to the
performance of services under this Agreement or based, if applicable, upon
reasonable reliance on information, records, instructions or requests given or
made to BISYS by the Trust, the investment adviser and on any records provided
by any fund accountant or custodian thereof; provided that this indemnification
shall not apply to actions or omissions of BISYS in cases of its own bad faith,

4
<PAGE> 5
willful misfeasance, negligence or from reckless disregard by it of its
obligations and duties; and further provided that prior to confessing any claim
against it which may be the subject of this indemnification, BISYS shall give
the Trust written notice of and reasonable opportunity to defend against said
claim in its own name or in the name of BISYS.

BISYS agrees to indemnify and hold harmless the Trust, its employees,
agents, Trustees, officers and nominees from and against any and all actions,
suits and claims, whether groundless or otherwise, and from and against any and
all judgments, liabilities, losses, damages, costs, charges, reasonable counsel
fees and other expenses of every nature and character arising out of or in any
way relating to BISYS' bad faith, willful misfeasance, negligence or reckless
disregard by it of its obligations and duties, with respect to the performance
of services under this Agreement, provided, that, prior to confessing any claim
against it which may be the subject of this indemnification, the Trust shall
give BISYS written notice of and a reasonable opportunity to defend against said
claim in its own name or in the name of the Trust.

10. Record Retention and Confidentiality.

BISYS shall keep and maintain on behalf of the Trust all books and
records which the Trust or BISYS is, or may be, required to keep and maintain
pursuant to any applicable statutes, rules and regulations, including without
limitation Rules 31a-1 and 31a-2 under the Investment Company Act of 1940, as
amended (the "1940 Act"), relating to the maintenance of books and records in
connection with the services to be provided hereunder. BISYS further agrees that
all such books and records shall be the property of the Trust and to make such
books and records available for inspection by the Trust or by the Securities and
Exchange Commission (the "Commission") at reasonable times and otherwise to keep
confidential all books and records and other information relative to the Trust
and its shareholders, except when requested to divulge such information by
duly-constituted authorities or court process, or requested by a shareholder or
shareholder's agent with respect to information concerning an account as to
which such shareholder has either a legal or beneficial interest or when
requested by the Trust, the shareholder, or shareholder's agent, or the dealer
of record as to such account.

11. Reports.

BISYS will furnish to the Trust and to its properly-authorized
auditors, investment advisers, examiners, distributors, dealers, underwriters,
salesmen, insurance companies and others designated by the Trust in writing,
such reports at such times as are prescribed in Schedule C attached hereto, or
as subsequently agreed upon by the parties pursuant to an amendment to Schedule
C.

12. Rights of Ownership.

All computer programs and procedures developed to perform services
required to be provided by BISYS under this Agreement are the property of BISYS.
All records and other data

5
<PAGE> 6
except such computer programs and procedures are the exclusive property of the
Trust and all such other records and data will be furnished to the Trust in
appropriate form as soon as practicable after termination of this Agreement for
any reason.

13. Return of Records.

BISYS may at its option at any time, and shall promptly upon the
Trust's demand, turn over to the Trust and cease to retain BISYS' files, records
and documents created and maintained by BISYS pursuant to this Agreement which
are no longer needed by BISYS in the performance of its services or for its
legal protection. If not so turned over to the Trust, such documents and records
will be retained by BISYS for six years from the year of creation. At the end of
such six-year period, such records and documents will be turned over to the
Trust unless the Trust authorizes in writing the destruction of such records and
documents.

14. Bank Accounts.

The Trust and the Funds shall establish and maintain such bank
accounts with such bank or banks as are selected by the Trust, as are necessary
in order that BISYS may perform the services required to be performed hereunder.
To the extent that the performance of such services shall require BISYS directly
to disburse amounts for payment of dividends, redemption proceeds or other
purposes, the Trust and Funds shall provide such bank or banks with all
instructions and authorizations necessary for BISYS to effect such
disbursements.

15. Representations of the Trust.

The Trust certifies to BISYS that: (a) as of the close of business on
the Effective Date, each Fund which is in existence as of the Effective Date has
authorized unlimited shares, and (b) by virtue of its Declaration of Trust,
shares of each Fund which are redeemed by the Trust may be sold by the Trust
from its treasury, and (c) this Agreement has been duly authorized by the Trust
and, when executed and delivered by the Trust, will constitute a legal, valid
and binding obligation of the Trust, enforceable against the Trust in accordance
with its terms, subject to bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting the rights and remedies of
creditors and secured parties.

16. Representations of BISYS.

BISYS represents and warrants that: (a) BISYS has been in, and shall
continue to be in, substantial compliance with all provisions of law, including
Section 17A(c) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), required in connection with the performance of its duties under this
Agreement; and (b) the various procedures and systems which BISYS has
implemented with regard to safekeeping from loss or damage attributable to fire,
theft or any other cause of the blank checks, records, and other data of the
Trust and BISYS' records, data, equipment, facilities and other property used in
the performance of its obligations hereunder are

6
<PAGE> 7
adequate and that it will make such changes therein from time to time as are
required for the secure performance of its obligations hereunder.

17. Insurance.

BISYS shall notify the Trust should its insurance coverage with
respect to professional liability or errors and omissions coverage be canceled
or reduced. Such notification shall include the date of change and the reasons
therefor. BISYS shall notify the Trust of any material claims against it with
respect to services performed under this Agreement, whether or not they may be
covered by insurance, and shall notify the Trust from time to time as may be
appropriate of the total outstanding claims made by BISYS under its insurance
coverage.

18. Information to be Furnished by the Trust and Funds.

The Trust has furnished to BISYS the following:

(a) Copies of the Declaration of Trust of the Trust and of any
amendments thereto, certified by the proper official of the state
in which such Declaration has been filed.

(b) Copies of the following documents:

1. The Trust's By-Laws and any amendments thereto.

2. Certified copies of resolutions of the Board of Trustees
covering the following matters:

A. Approval of this Agreement and authorization of a
specified officer of the Trust to execute and deliver
this Agreement and authorization for specified officers
of the Trust to instruct BISYS hereunder; and

B. Authorization of BISYS to act as Transfer Agent for the
Trust on behalf of the Funds.

(c) A list of all officers of the Trust, together with specimen
signatures of those officers, who are authorized to instruct
BISYS in all matters.

(d) Two copies of the following (if such documents are employed by
the Trust):

1. Prospectuses and Statement of Additional Information;

2. Distribution Agreement; and

7
<PAGE> 8
3. All other forms commonly used by the Trust or its
Distributor with regard to their relationships and
transactions with shareholders of the Funds.

(e) A certificate as to shares of beneficial interest of the Trust
authorized, issued, and outstanding as of the Effective Date of
BISYS' appointment as Transfer Agent (or as of the date on which
BISYS' services are commenced, whichever is the later date) and
as to receipt of full consideration by the Trust for all shares
outstanding, such statement to be certified by the Treasurer of
the Trust.

19. Information Furnished by BISYS.

BISYS has furnished to the Trust the following:

(a) BISYS' Articles of Incorporation.

(b) BISYS' By-Laws and any amendments thereto.

1. Approval of this Agreement, and authorization of a specified
officer of BISYS to execute and deliver this Agreement;

2. Authorization of BISYS to act as Transfer Agent for the
Trust.

(d) A copy of the most recent independent accountants' report
relating to internal accounting control systems as filed with the
Commission pursuant to Rule 17Ad-13 under the Exchange Act.

20. Amendments to Documents.

The Trust shall furnish BISYS written copies of any amendments to, or
changes in, any of the items referred to in Section 18 hereof forthwith upon
such amendments or changes becoming effective. In addition, the Trust agrees
that no amendments will be made to the Prospectuses or Statement of Additional
Information of the Trust which might have the effect of changing the procedures
employed by BISYS in providing the services agreed to hereunder or which
amendment might affect the duties of BISYS hereunder unless the Trust first
obtains BISYS' approval of such amendments or changes.

21. Reliance on Amendments.

BISYS may rely on any amendments to or changes in any of the
documents and other items to be provided by the Trust pursuant to Sections 18
and 20 of this Agreement and the Trust hereby indemnifies and holds harmless
BISYS from and against any and all claims, demands,

8
<PAGE> 9
actions, suits, judgments, liabilities, losses, damages, costs, charges, counsel
fees and other expenses of every nature and character which may result from
actions or omissions on the part of BISYS in reasonable reliance upon such
amendments and/or changes. Although BISYS is authorized to rely on the
above-mentioned amendments to and changes in the documents and other items to be
provided pursuant to Sections 18 and 20 hereof, BISYS shall be under no duty to
comply with or take any action as a result of any of such amendments or changes
unless the Trust first obtains BISYS' written consent to and approval of such
amendments or changes.

22. Compliance with Law.

Except for the obligations of BISYS set forth in Section 10 hereof,
the Trust assumes full responsibility for the preparation, contents, and
distribution of each prospectus of the Trust as to compliance with all
applicable requirements of the Securities Act of 1933, as amended (the "1933
Act"), the 1940 Act, and any other laws, rules and regulations of governmental
authorities having jurisdiction. BISYS shall have no obligation to take
cognizance of any laws relating to the sale of the Trust's shares. The Trust
represents and warrants that no shares of the Trust will be offered to the
public until the Trust's registration statement under the 1933 Act and the 1940
Act has been declared or becomes effective.

23. Notices.

Any notice provided hereunder shall be sufficiently given when sent
by registered or certified mail to the party required to be served with such
notice at the following address: if to the Trust, to it at 3435 Stelzer Road,
Columbus, Ohio 43219, with a copy to Steven Howard, Esq., Baker & McKenzie, 805
Third Avenue, New York, New York 10022; if to BISYS, to it at 3435 Stelzer Road,
Columbus, Ohio 43219, or at such other address as such party may from time to
time specify in writing to the other party pursuant to this Section .

24. Headings.

Paragraph headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.

25. Assignment.

This Agreement and the rights and duties hereunder shall not be
assignable by either of the parties hereto except by the specific written
consent of the other party. This Section 25 shall not limit or in any way affect
BISYS' right to appoint a Sub-transfer Agent pursuant to Section 1 hereof. This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and permitted assigns.

9
<PAGE> 10
26. Governing Law.

This Agreement shall be governed by and provisions shall be construed
in accordance with the laws of the State of Ohio.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.

INTRUST FUNDS TRUST

By:________________________________

Title:______________________________

BISYS FUND SERVICES, INC.

By:________________________________

Title:______________________________

10
<PAGE> 11
Dated: November 25, 1996

SCHEDULE A
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
INTRUST FUNDS TRUST
AND
BISYS FUND SERVICES, INC.

TRANSFER AGENCY SERVICES

1. Shareholder Transactions

a. Process shareholder purchase and redemption orders.

b. Set up account information, including address, dividend option,
taxpayer identification numbers and wire instructions.

c. Issue confirmations in compliance with Rule 10b-10 under the
Securities Exchange Act of 1934, as amended.

d. Issue periodic statements for shareholders.

e. Process transfers and exchanges.

f. Process dividend payments, including the purchase of new shares,
through dividend reimbursement.

2. Shareholder Information Services

a. Make information available to shareholder servicing unit and other
remote access units regarding trade date, share price, current
holdings, yields, and dividend information.

b. Produce detailed history of transactions through duplicate or special
order statements upon request.

c. Provide mailing labels for distribution of financial reports,
prospectuses, proxy statements or marketing material to current
shareholders.

A-1
<PAGE> 12
3. Compliance Reporting

a. Provide reports to the Securities and Exchange Commission, the
National Association of Securities Dealers and the States in which
the Fund is registered.

b. Prepare and distribute appropriate Internal Revenue Service forms for
corresponding Fund and shareholder income and capital gains.

c. Issue tax withholding reports to the Internal Revenue Service.

4. Dealer/Load Processing (if applicable)

a. Provide reports for tracking rights of accumulation and purchases
made under a Letter of Intent.

b. Account for separation of shareholder investments from transaction
sale charges for purchase of Fund shares.

c. Calculate fees due under 12b-1 plans for distribution and marketing
expenses.

d. Track sales and commission statistics by dealer and provide for
payment of commissions on direct shareholder purchases in a load
Fund.

5. Shareholder Account Maintenance

a. Maintain all shareholder records for each account in the Trust.

b. Issue customer statements on scheduled cycle, providing duplicate
second and third party copies if required.

c. Record shareholder account information changes.

d. Maintain account documentation files for each shareholder.

A-2
<PAGE> 13
SCHEDULE B
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
INTRUST FUNDS TRUST
AND
BISYS FUND SERVICES, INC.

TRANSFER AGENT FEES

Effective as of the Conversion Date, the Transfer Agent shall receive an
account maintenance fee of $15.00 per year for each account which is in
existence at any time during the month for which payment is made, such fee to be
paid in equal monthly installments, plus out-of-pocket expenses. The Transfer
Agent shall be entitled to this account maintenance fee on all accounts
maintained in its records during the year, including those accounts which have a
zero balance during any portion of the year.

Additional Services:

Additional services such as IRA processing, development of interface
capabilities, servicing of 403(b) and 408(c) accounts, management of cash sweeps
between DDAs and mutual fund accounts and coordination of the printing and
distribution of prospectuses, annual reports and semi-annual reports are subject
to additional fees which will be quoted upon request. Programming costs or
database management fees for special reports or specialized processing will be
quoted upon request.

Out-of-pocket Expenses:

BISYS shall be entitled to be reimbursed for all reasonable out-of-pocket
expenses including, but not limited to, the expenses set forth in Section 3 of
the Transfer Agency Agreement to which this Schedule B is attached.

B-1
<PAGE> 14
SCHEDULE C
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
INTRUST FUNDS TRUST
AND
BISYS FUND SERVICES, INC.

REPORTS

1. Daily Shareholder Activity Journal

2. Daily Fund Activity Summary Report

a. Beginning Balance

b. Dealer Transactions

c. Shareholder Transactions

d. Reinvested Dividends

e. Exchanges

f. Adjustments

g. Ending Balance

3. Daily Wire and Check Registers

4. Monthly Dealer Processing Reports

5. Monthly Dividend Reports

6. Sales Data Reports for Blue Sky Registration

7. Annual report by independent public accountants concerning BISYS'
shareholder system and internal accounting control systems to be filed
with the Securities and Exchange Commission pursuant to Rule 17Ad-13 of
the Securities Exchange Act of 1934, as amended.

C-1

<PAGE> 1
EXHIBIT 10

December 12, 1996

INTRUST Funds Trust
3435 Stelzer Road
Columbus, Ohio 43219

Dear Sirs:

We understand that INTRUST Funds Trust, a Delaware business
trust (the "Trust"), has filed with the Securities and Exchange Commission a
Registration Statement on Form N-1A under the Securities Act of 1933 and the
Investment Company Act of 1949. We also understand that pursuant to said
Registration Statement, the Trust has elected to register an indefinite number
of shares of beneficial interest pursuant to Rule 24f-2 under the Investment
Company Act of 1940.

In connection with the registration of shares, we have
examined the Trust's Agreement and Declaration of Trust, its By-Laws, and the
Registration Statement, as amended, or as proposed to be amended, including all
exhibits thereto, as well as such other records and documents as we have deemed
necessary. Based upon such examination, we are of the opinion that:

1. The Trust has been duly organized and is validly
existing in good standing as a business trust under the laws of the
Commonwealth of Delaware; and

2. The shares of beneficial interest in the Trust to be
offered to the public have been duly authorized for issuance and will be
legally issued, fully paid and nonassessable when said shares have been issued
and sold in accordance with the terms and in the manner set forth in the
Trust's Registration Statement, as amended.

We hereby consent to the filing of this opinion as an exhibit
to the Trust's Registation Statement and to the reference to our name in the
documents comprising said Registration Statement.

Very truly yours,

<PAGE> 1

EXHIBIT 11

AUDITORS' CONSENT

The Board of Trustees of
INTRUST FUNDS Trust:

We consent to the use of our report included herein dated December 6, 1996 for
the INTRUST FUNDS Trust Money Market as of December 6, 1996, and to the
reference to our firm under the heading "Experts" in the Statement of
Additional Information.

KPMG Peat Marwick LLP

Columbus, Ohio
December 13, 1996

<PAGE> 1
EXHIBIT 15

RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT

INTRUST FUNDS TRUST
3435 Stelzer Road
Columbus, Ohio 43219

November 25, 1996

BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219

Dear Sirs or Madams:

This will confirm the agreement between INTRUST FUNDS Trust (the
"Trust") and BISYS Fund Services (the "Distributor") as follows:

1. Definitions. (a) The Trust is an open-end management investment company
organized under the laws of the State of Delaware. The Trust is registered under
the Investment Company Act of 1940, as amended (the "Act"). 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.
Each series may be divided into multiple classes. For all purposes of this
Agreement and Plan, a "Fund" shall mean a separate portfolio of assets of the
Trust which has entered into a Rule 12b-1 Distribution Plan and Agreement
Supplement, and a "Series" shall mean the series of shares of beneficial
interest representing undivided interests in a Fund. All references herein to
this Agreement and Plan shall be deemed to be references to this Agreement and
Plan as it may from time to time be supplemented by Rule 12b-1 Distribution
Plan and Agreement Supplements.

As permitted by Rule 12b-1 (the "Rule") under the Act, the Trust has
adopted a Distribution Plan and Agreement (the "Plan") for each Fund pursuant to
which the Trust may make certain payments to the Distributor for direct and
indirect expenses incurred in connection with the distribution of shares of the
Funds. The Trust's Board of Trustees has determined that there is a reasonable
likelihood that the Plan, if implemented, will benefit each Fund and its
shareholders.
<PAGE> 2
2. Adoption of Plan. The Trust hereby adopts this Plan, and the parties
hereto enter into this Plan, on the terms and conditions specified herein.

3. Distribution-Related Fee. (a) The trust shall pay the Distributor on the
first business day of each month in such an amount as the Distributor may have
requested for distribution activities, provided that each such payment shall not
exceed an annual rate of 0.25% of the average daily value of a Fund's net assets
(as determined on each business day at the time set forth in the Trust's
currently effective prospectus for determining net asset value per share) during
the preceding month in which the Plan is implemented.

(b) For purposes of calculating the maximum of each such monthly fee,
the value of a Fund's net assets shall be computed in the manner specified in
the Trust's Declaration of Trust, dated January 26, 1996, and in the Trust's
Prospectus or Prospectuses. All expenses incurred by the Trust hereunder shall
be charged against such Fund's assets. For purposes of this Plan, a "business
day" is any day the New York Stock Exchange is open for trading.

4. Purposes of Payments. (a) The Distributor must use all amounts received
under the Plan for (i) advertising by radio, television, newspapers, magazines,
brochures, sales literature, direct mail or any other form of advertising, (ii)
expenses of sales employees or agents of the Distributor, including salary,
commissions, travel and related expenses, (iii) payments to broker-dealers and
financial institutions in connection with the distribution of shares, including
promotional incentives and fees calculated with reference to the average daily
net asset value of shares held by shareholders who have a broderage or other
service relationship with the broker-dealer or other institution receiving such
fees, (iv) costs of printing prospectuses, statements of additional information
and other materials to be given or sent to prospective investors, (v) such other
similar services as the Trustees determine to be reasonably calculated to result
in the sale of shares of the Funds, (vi) costs of shareholder servicing which
may be incurred by broker-dealers, banks or other financial institutions, and
(vii) other direct and indirect distribution-related expenses, including the
provision of services with respect to maintaining the assets of the Funds.

(b) The services rendered by the Distributor hereunder are in addition
to the distribution and administrative services reasonably necessary for the
operation of the Trust and the Fund pursuant to the Master Administrative
Services Contract between the Trust and BISYS Fund Services and the Master
Distribution Contract between the Trust and the Distributor, other than those
services which are to be provided by the investment adviser pursuant to the
Master Investment Advisory Agreement between the Trust and INTRUST Bank, N.A.

5. Related Agreements. All other agreements relating to the implementation
of this Plan (the "related agreements") shall be in writing, and such related
agreements shall be subject to termination, without penalty, on not more than
sixty days' written notice to any other party to the agreement, in accordance
with the provisions of clauses (a) and (b) of paragraph 9 hereof.
<PAGE> 3
6. Approvals by Trustees and Shareholders. This Plan shall become effective
upon approval by (a) a majority of the Board of Trustees of the Trust for each
Fund, including a majority of the Trustees who are not "interested persons" (as
defined in the Act) of the Trust and who have no direct or indirect financial
interest in the operation of the Plan or in any related agreements (the "Plan
Trustees"), pursuant to a vote cast in person at a meeting called for the
purpose of voting on the Plan, and (b) the holders of a majority of the
outstanding securities of a Fund (as defined in the Act). Related agreements
shall be subject to approval by the Trustees in the manner provided in clause
(a) of the preceding sentence.

7. Duration and Annual Approval by Trustees. This Plan and any related
agreements shall continue in effect for a period of more than one year from the
date of their adoption or execution, provided such continuances are approved
annually by a majority of the Board of Trustees, including a majority of the
Plan Trustees, pursuant to a vote east in person at a meeting called for the
purpose of voting on the continuance of this Plan or any related agreement.

8. Amendments. This Plan may be amended at any time with the approval of a
majority of the Board of Trustees, provided that (a) any material amendment of
this Plan must be approved by the Trustees in accordance with procedures set
forth in paragraph 7 hereof, and (b) any amendment to increase materially the
amount to be expended by the Fund pursuant to this Plan must also be approved by
the vote of the holders of a majority of the outstanding voting securities of
the Fund (as defined in the Act), provided that no approval shall be required in
respect of a Rule 12b-1 Distribution Plan and Agreement Supplement entered into
to add a Fund to those covered by this Plan (or to amend or terminate such
supplement) by the holders of the outstanding voting securities of any Series
other than that of such Fund.

9. Termination. This Plan may be terminated at any time, without the payment
of any penalty, by (a) the vote of a majority of the Plan Trustees or (b) the
vote of the holders of a majority of the outstanding voting securities of a Fund
(as defined in the Act). If this Plan is terminated with respect to any Fund, it
shall nonetheless remain in effect with respect to any remaining Funds.

10. Selection and Nomination of Trustees. While this Plan is in effect, the
selection and nomination of the Trustees who are not "interested persons" of the
Trust (as defined in the Act) shall be committed to the discretion of the
Trustees then in office who are not "interested persons" of the Trust.

11. Effect of Assignment. To the extent that this Plan constitutes a plan of
distribution adopted pursuant to the Rule, it shall remain in effect as such so
as to authorize the use of the Fund's assets in the amounts and for the purposes
set forth herein, notwithstanding the occurrence of an assignment (as defined in
the Act). To the extent this Plan concurrently constitutes an agreement relating
to implementation of the plan of distribution, it shall terminate automatically
in the event of its assignment, and the Trust may continue to make payments
pursuant to this Plan only (a) upon the approval of the Board of Trustees in
accordance with the
<PAGE> 4
procedures set forth in paragraph 7 hereof, and (b) if the obligations of the
Distributor under this Plan are to be performed by any organization other than
the Distributor, upon such organization's adoption and assumption in writing of
all provisions of this Plan as party hereto.

12. Quarterly Reports to Trustees. The Distributor shall prepare and furnish
to the Board of Trustees, at least quarterly, a written report setting forth all
amounts expended pursuant to this Plan and any related agreements and the
purposes for which such expenditures were made. The written report shall include
a detailed description of the continuing services provided by broker-dealers and
other financial intermediaries pursuant to paragraph 4 of this Plan.

13. Preservation of Records. The Trust shall preserve copies of this Plan,
any related agreements and any reports made pursuant to this Plan for a period
of not less than six years from the date of this Plan or any such related
agreement or report. For the first two years, copies of such documents shall be
preserved in an easily accessible place.

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

15. Other Distribution-Related Expenditures. Nothing in this Plan shall
operate or be construed to limit the extent to which the Distributor or any
other person other than the Trust may incur costs and pay expenses associated
with the distribution of Fund shares.

16. Miscellaneous. The Trust's Certificate of Trust, dated as of January 26,
1996, as amended, 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, employees or agents of the Trust, but only the Trust's
property shall be bound.
<PAGE> 5
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and on its behalf by its duly authorized representative as
of the date first above written.

Very truly yours,

INTRUST FUNDS TRUST

By:
Title:

BISYS FUND SERVICES

By:
Title:
<PAGE> 6

KANSAS TAX EXEMPT BOND FUND
A Series of INTRUST FUNDS Trust

3435 Stelzer Road
Columbus, Ohio 43219

November 25, 1996

BISYS Funds Services
3435 Stelzer Road
Columbus, Ohio 43219

Rule 12b-1 Distribution Plan and Agreement Supplement

Dear Sirs or Madams:

This will confirm the agreement between INTRUST FUNDS Trust (the "Trust") and
BISYS Funds Services (the "Distributor") as follows:

The Kansas Tax Exempt Bond Fund (the "Fund") is a series 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
Distributor have entered into a Rule 12b-1 Distribution Plan and Agreement,
dated November 25, 1996 (as from time to time amended and supplemented, the
"Master Agreement"), pursuant to which the Distributor has agreed to pay
broker-dealers and other financial intermediaries for rendering certain
distribution related services, as more fully set forth therein. Certain
capitalized terms used without definition in this Supplement have the meaning
specified in the Master Agreement.

The Trust agrees with the Sponsor as follows:

Adoption of Master Agreement. The Master Agreement is hereby adopted
for the Fund. The Fund shall be one of the "Funds" referral to in the Master
Agreement; and its shares shall be a "Series" of shares as referred to therein.

Payment of Fees. Payments pursuant to the Master Agreement and this
Supplement are paid in accordance with paragraph 3 of the Master Agreement and
at an annual rate not in excess of 0.25% of the average daily value of the net
assets of Kansas Tax Exempt Bond Fund.
<PAGE> 7
If the foregoing correctly sets forth the agreement between the Trust and the
Distributor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.

Very truly yours,

KANSAS TAX EXEMPT BOND FUND, a Series of INTRUST FUNDS Trust

By:
Title:

The foregoing Plan and
Agreement is hereby agreed
to as of the date hereof:

BISYS FUND SERVICES

By:
Title:
<PAGE> 8

CASH RESERVE MONEY MARKET FUND
A Series of INTRUST FUNDS Trust

3435 Stelzer Road
Columbus, Ohio 43219

November 25, 1996

BISYS Funds Services
3435 Stelzer Road
Columbus, Ohio 43219

Rule 12b-1 Distribution Plan and Agreement Supplement

Dear Sirs or Madams:

This will confirm the agreement between INTRUST FUNDS Trust (the "Trust") and
BISYS Funds Services (the "Distributor") as follows:

The Cash Reserve Money Market Fund (the "Fund") is a series 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
Distributor have entered into a Rule 12b-1 Distribution Plan and Agreement,
dated November 25, 1996 (as from time to time amended and supplemented, the
"Master Agreement"), pursuant to which the Distributor has agreed to pay
broker-dealers and other financial intermediaries for rendering certain
distribution related services, as more fully set forth therein. Certain
capitalized terms used without definition in this Supplement have the meaning
specified in the Master Agreement.

The Trust agrees with the Sponsor as follows:

Adoption of Master Agreement. The Master Agreement is hereby adopted for
the Fund. The Fund shall be one of the "Funds" referral to in the Master
Agreement; and its shares shall be a "Series" of shares as referred to therein.

Payment of Fees. Payments pursuant to the Master Agreement and this
Supplement are paid in accordance with paragraph 3 of the Master Agreement and
at an annual rate not in excess of 0.25% of the average daily value of the net
assets of Cash Reserve Money Market Fund.
<PAGE> 9
If the foregoing correctly sets forth the agreement between the Trust and the
Distributor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.

Very truly yours,

CASH RESERVE MONEY MARKET FUND, a Series of INTRUST FUNDS Trust

By:
Title:

The foregoing Plan and
Agreement is hereby agreed
to as of the date hereof:

BISYS FUND SERVICES

By:
Title:
<PAGE> 10
SHORT TERM HIGH QUALITY FUND
A Series of INTRUST FUNDS Trust

3435 Stelzer Road
Columbus, Ohio 43219

November 25, 1996

BISYS Funds Services
3435 Stelzer Road
Columbus, Ohio 43219

Rule 12b-1 Distribution Plan and Agreement Supplement

Dear Sirs or Madams:

This will confirm the agreement between INTRUST FUNDS Trust (the "Trust") and
BISYS Funds Services (the "Distributor") as follows:

The Short Term High Quality Fund (the "Fund") is a series 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
Distributor have entered into a Rule 12b-1 Distribution Plan and Agreement,
dated November 25, 1996 (as from time to time amended and supplemented, the
"Master Agreement"), pursuant to which the Distributor has agreed to pay
broker-dealers and other financial intermediaries for rendering certain
distribution related services, as more fully set forth therein. Certain
capitalized terms used without definition in this Supplement have the meaning
specified in the Master Agreement.

The Trust agrees with the Sponsor as follows:

Payment of Fees. Payments pursuant to the Master Agreement and this
Supplement are paid in accordance with paragraph 3 of the Master Agreement and
at an annual rate not in excess of 0.25% of the average daily value of the net
assets of Short Term High Quality Fund.
<PAGE> 11
If the foregoing correctly sets forth the agreement between the Trust and the
Distributor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.

Very truly yours,

SHORT TERM HIGH QUALITY FUND, a Series of INTRUST FUNDS Trust

By:
Title:

The foregoing Plan and
Agreement is hereby agreed
to as of the date hereof:

BISYS FUND SERVICES

By:
Title:
<PAGE> 12

INTERMEDIATE BOND INCOME FUND
A Series of INTRUST FUNDS Trust

3435 Stelzer Road
Columbus, Ohio 43219

November 25, 1996

BISYS Funds Services
3435 Stelzer Road
Columbus, Ohio 43219

Rule 12b-1 Distribution Plan and Agreement Supplement

Dear Sirs or Madams:

This will confirm the agreement between INTRUST FUNDS Trust (the "Trust") and
BISYS Funds Services (the "Distributor") as follows:

The Intermediate Bond Income Fund (the "Fund") is a series 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
Distributor have entered into a Rule 12b-1 Distribution Plan and Agreement,
dated November 25, 1996 (as from time to time amended and supplemented, the
"Master Agreement"), pursuant to which the Distributor has agreed to pay
broker-dealers and other financial intermediaries for rendering certain
distribution related services, as more fully set forth therein. Certain
capitalized terms used without definition in this Supplement have the meaning
specified in the Master Agreement.

The Trust agrees with the Sponsor as follows:

Adoption of Master Agreement. The Master Agreement is hereby adopted for
the Fund. The Fund shall be one of the "Funds" referral to in the Master
Agreement; and its shares shall be a "Series" of shares as referred to therein.

Payment of Fees. Payments pursuant to the Master Agreement and this
Supplement are paid in accordance with paragraph 3 of the Master Agreement and
at an annual rate not in excess of 0.25% of the average daily value of the net
assets of Intermediate Bond Income Fund.
<PAGE> 13
If the foregoing correctly sets forth the agreement between the Trust and the
Distributor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.

Very truly yours,

INTERMEDIATE BOND INCOME
FUND, a Series of INTRUST FUNDS Trust

By:
Title:

The foregoing Plan and
Agreement is hereby agreed
to as of the date hereof:

BISYS FUND SERVICES

By:
Title:
<PAGE> 14
STOCK APPRECIATION FUND
A Series of INTRUST FUNDS Trust

3435 Stelzer Road
Columbus, Ohio 43219

November 25, 1996

BISYS Funds Services
3435 Stelzer Road
Columbus, Ohio 43219

Rule 12b-1 Distribution Plan and Agreement Supplement

Dear Sirs or Madams:

This will confirm the agreement between INTRUST FUNDS Trust (the "Trust") and
BISYS Funds Services (the "Distributor") as follows:

The Stock Appreciation Fund (the "Fund") is a series 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
Distributor have entered into a Rule 12b-1 Distribution Plan and Agreement,
dated November 25, 1996 (as from time to time amended and supplemented, the
"Master Agreement"), pursuant to which the Distributor has agreed to pay
broker-dealers and other financial intermediaries for rendering certain
distribution related services, as more fully set forth therein. Certain
capitalized terms used without definition in this Supplement have the meaning
specified in the Master Agreement.

The Trust agrees with the Sponsor as follows:

Payment of Fees. Payments pursuant to the Master Agreement and this
Supplement are paid in accordance with paragraph 3 of the Master Agreement and
at an annual rate not in excess of 0.25% of the average daily value of the net
assets of Stock Appreciation Fund.
<PAGE> 15
If the foregoing correctly sets forth the agreement between the Trust and the
Distributor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.

Very truly yours,

STOCK APPRECIATION FUND, a Series of

INTRUST FUNDS Trust

By:
Title:

The foregoing Plan and
Agreement is hereby agreed
to as of the date hereof:

BISYS FUND SERVICES

By:
Title:
<PAGE> 16

INTERNATIONAL MULTI-MANAGER FUND
A Series of INTRUST FUNDS Trust

3435 Stelzer Road
Columbus, Ohio 43219

November 25, 1996

BISYS Funds Services
3435 Stelzer Road
Columbus, Ohio 43219

Rule 12b-1 Distribution Plan and Agreement Supplement

Dear Sirs or Madams:

This will confirm the agreement between INTRUST FUNDS Trust (the "Trust") and
BISYS Funds Services (the "Distributor") as follows:

The International Multi-Manager Fund (the "Fund") is a series 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 Distributor have entered into a Rule 12b-1 Distribution Plan and
Agreement, dated November 25, 1996 (as from time to time amended and
supplemented, the "Master Agreement"), pursuant to which the Distributor has
agreed to pay broker-dealers and other financial intermediaries for rendering
certain distribution related services, as more fully set forth therein. Certain
capitalized terms used without definition in this Supplement have the meaning
specified in the Master Agreement.

The Trust agrees with the Sponsor as follows:

Adoption of Master Agreement. The Master Agreement is hereby adopted for
the Fund. The Fund shall be one of the "Funds" referral to in the Master
Agreement; and its shares shall be a "Series" of shares as referred to therein.

Payment of Fees. Payments pursuant to the Master Agreement and this
Supplement are paid in accordance with paragraph 3 of the Master Agreement and
at an annual rate not in excess of 0.25% of the average daily value of the net
assets of International Multi-Manager Fund.
<PAGE> 17
If the foregoing correctly sets forth the agreement between the Trust and the
Distributor, please so indicate by signing and returning to the Trust the
enclosed copy hereof.

Very truly yours,

INTERNATIONAL MULTI-MANAGER FUND
a Series of INTRUST FUNDS Trust

By:
Title:

The foregoing Plan and
Agreement is hereby agreed
to as of the date hereof:

BISYS FUND SERVICES

By:
Title:

<PAGE> 1
EXHIBIT 18

INTRUST FUNDS TRUST
Rule 18f-3 Plan

Rule 18f-3

Pursuant to Rule 18f-3 (" Rule 18f-3") of the Investment Company Act of
1940, as amended (the "Act"), an open-end management investment company whose
shares are registered on Form N-1A may issue more than one class of voting stock
(hereinafter referred to as "shares"), provided that these multiple classes
differ either in the manner of distribution, or in services they provide to
shareholders, or both. The INTRUST FUNDS Trust (the "Trust"), a registered
open-end investment company whose shares are registered on Form N-1A, consisting
of the Kansas Tax Exempt Bond Fund, Cash Reserve Money Market Fund, Short Term
High Quality Fund, Intermediate Bond Income Fund, Stock Appreciation Fund and
International Multi-Manager Fund, and any future fund or series created by the
Trust (collectively, the "Funds"), may offer to shareholders multiple classes of
shares in the Funds in accordance with a Rule 18f-3 Plan as described herein.

Authorized Classes

Each Fund may issue one or more classes of shares, in the same or
separate prospectuses which may include the Institutional Service Class and the
Institutional Premium Class (collectively, the "Classes" and individually, each
a "Class"). The Institutional Service Class shares are available (as defined in
the respective Fund prospectus) to investors who desire enhanced shareholder
services and are subject to a minimum initial investment which may vary from
Fund to Fund. There is no minimum initial investment for certain accounts and/or
classes of individuals as specified in the Fund's. Institutional Service Class
shares may be offered and sold with a sales load, the amount of which may vary
from Fund to Fund, as may be approved by the Board of Trustees of the Trust from
time to time. The sales load for the Institutional Service Class Shares may vary
or be eliminated for certain classes of offerees as described in the Fund's
prospectus. Institutional Service Class shares may also be offered with fees for
distribution, servicing and marketing of such shares ("12b-1 Fees"), as well as
fees for shareholder servicing ("Service Organization Fees" and "Shareholder
Servicing Fees") of such shares pursuant to a Servicing Agreement and
Shareholder Servicing Agreement, respectively.

Institutional Premium Class shares are available to investors who do
not desire enhanced shareholder servicing. Institutional Premium Class Shares
are offered and sold without a sales load, and do not impose 12b-1 Fees, Service
Organization Fees or Shareholder Servicing Fees.
<PAGE> 2
The Classes of shares issued by any Fund will be identical in all
respects except for Class designation, allocation of certain expenses directly
related to the distribution or service arrangement, or both, for a Class, and
voting rights--each Class votes separately with respect to issues affecting only
that Class. Shares of all Classes will represent interests in the same
investment fund; therefore each Class is subject to the same investment
objectives, policies and limitations.

Class Expenses

Each Class of shares shall bear expenses, not including advisory or
custodial fees or other expenses related to the management of the Fund's assets,
that are directly attributable to the kind or degree of services rendered to
that Class ("Class Expenses"). Class Expenses, including the management fee or
the fee of other service providers, may be waived or reimbursed by the Funds'
investment adviser, underwriter or any other provider of services to the Funds
with respect to each Class of a Fund on a Class by Class basis.

Exchanges and Conversion Privileges

For a nominal charge, shareholders who have held all or part of their
shares in a Fund for at least seven days may exchange shares of one Fund for
shares of any of the other portfolios of the Trust which are available for sale
in their state. A shareholder who has paid a sales load in connection with the
purchase of shares of any of the Funds will be subject only to that portion of
the sales load of the Fund into which the shareholder is exchanging which
exceeds the sales load originally paid by the shareholder.

<PAGE> 1
EXHIBIT A

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Trustee of
INTRUST FUNDS Trust, a Delaware business trust (the "Trust"), does hereby make,
constitute and appoint John J. Pileggi, Bruce Treff, Steven Howard and Scott
MacLeod, and each of them, attorneys-in-fact and agents of the undersigned with
full power and authority of substitution and resubstitution, in any and all
capacities, to execute for and on behalf of the undersigned any and all
amendments to the Registration Statement on Form N-1A relating to the shares of
the Trust and any other documents and instruments incidental thereto, and to
deliver and file the same, with all exhibits thereto, and all documents and
instruments in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing that
said attorneys-in-fact and agents, and each of them, deem advisable or necessary
to enable the Trust to effectuate the intents and purposes hereof, and the
undersigned hereby fully ratifies and confirms all that said attorneys-in-fact
and agents, or any of them, or their or his or her substitute or substitutes,
shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed his name, this 25th
day of November, 1996.

/s/ TERRY L. CARTER
- -------------------------------- --------------------------------
John J. Pileggi Terry L. Carter

/s/ THOMAS E. SHEA /s/ GEORGE MILEUSNIC
- -------------------------------- --------------------------------
Thomas E. Shea George Mileusnic

/s/ THOMAS F. KICE
- -------------------------------- --------------------------------
Thomas F. Kice G.L. Best

<PAGE> 2
EXHIBIT A

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has subscribed his name, this 25th
day of November, 1996.

/s/ JOHN J. PILEGGI
- -------------------------------- --------------------------------
John J. Pileggi Terry L. Carter

- -------------------------------- --------------------------------
Thomas E. Shea George Mileusnic

- -------------------------------- --------------------------------
Thomas F. Kice G.L. Best