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Registration No. 333-22215
As filed with the Securities and Exchange Commission on June 25, 1997.
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM N-14
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. / /
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Post-Effective Amendment No. 1 /X/
INTRUST FUNDS TRUST
(Exact Name of Registrant as Specified in Charter)
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3435 Stelzer Road, Columbus, Ohio 43219
(Address of Principal Executive Offices)
(800) 717-4568
(Registrant's Telephone Number, including Area Code)
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George O. Martinez, Esq.
BISYS Fund Services, Inc.
3435 Stelzer Road
Columbus, Ohio 43219
(Name and Address of Agent for Service)
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Communication and Copies to:
Steven R. Howard, Esq.
Baker & McKenzie
805 Third Avenue
New York, New York 10022
Edward B. Baer, Esq.
Morgan Lewis & Bockius
1800 M Street, NW
Washington, D.C. 20036
Phillip Owings
INTRUST Bank, N.A.
105 North Main Street/Box
One
Wichita, Kansas 67201
SEI Fund Management
Oaks, Pennsylvania 19456
Sheldon A. Jones, Esq.
Dechert, Price & Rhodes
1500 K Street, NW, Suite
500
Washington, DC 20005
Sequential Numbering System: Page 1 of pages
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Exhibit Index appears on Sequentially numbered page
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Approximate Date of Proposed Public Offering: As soon as practicable
following the effective date of this Registration Statement.
It is proposed that this filing will become effective immediately upon
filing pursuant to Rule 485(b) under the Securities Act of 1933.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Registrant has previously filed a declaration registering an indefinite number
of shares of beneficial interest on Form N-1A (Registration Nos. 333-447 and
811-7505). Pursuant to Rule 429, the Registration Statement on Form N-14
relates to the above-referenced Registration Statement on Form N-1A.
Accordingly, no filing fee was and is due in connection with the Registration
Statement on Form N-14 and was and is due in connection with the Registration
Statement on Form N-14 and this Post-Effective Amendment to Form N-14.
This Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form N-14 is being filed pursuant to Rule 485(b) under the
Securities Act of 1933 solely for the purpose of fulfilling the undertaking
contained in the Registration Statement on Form N-14 to file an opinion of
counsel regarding the tax consequences of the reorganization proposed in that
Registration Statement. This Post-Effective Amendment also includes a
conformed copy of a power of attorney, but makes no other changes to the
Registration Statement on Form N-14.
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PART C
Item 16. Exhibits
The following Exhibits are hereby added by this Post-Effective Amendment
No. 1 to the Registrant's Registration Statement on Form N-14:
(12)(a) Opinion of Baker & McKenzie supporting the tax consequences of
the proposed Reorganization.
(12)(b) Consent of Baker & McKenzie.
(16) Power of Attorney.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it meets all of the requirements for the effectiveness of the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement on Form N-14 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, and State of New York, on June 25,
1997.
INTRUST FUNDS TRUST
By:/s/ David Bunstine
/s/David Bunstine, President
As required by the Securities Act of 1933, this Post-Effective Amendment
No. 1 has been signed below by the following persons in the capacities and on
the dates indicated.
Signature Title Date
/s/Terry L. Carter* June 25, 1997
Terry L. Carter Trustee
/s/Thomas F. Kice*
Thomas F. Kice Trustee June 25, 1997
/s/George Mileusnic*
George Mileusnic Trustee June 25, 1997
/s/John J. Pileggi
John J. Pileggi Trustee June 25, 1997
/s/Thomas E. Shea* Trustee June 25, 1997
Thomas E. Shea
/s/David Bunstine
David Bunstine President and June 25, 1997
Treasurer
*By/s/
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John J. Pileggi, Attorney-in-Fact
*Pursuant to Power of Attorney filed herewith.
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N-14
EXHIBIT INDEX
Exhibit No. Description
(12)(a) Opinion of Baker & McKenzie supporting the tax consequences of the
Proposed Reorganization.
(12)(b) Consent of Baker & McKenzie.
(16) Power of Attorney
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Exhibit 12(a)
[Letterhead of Baker & McKenzie]
May 16, 1997
INTRUST Funds Trust
3435 Stelzer Road
Columbus, Ohio 43219
SEI Tax Exempt Trust
680 East Swedesford Road
Wayne, Pennsylvania 19807
Re: Reorganization of SEI Tax Exempt Trust with and into
INTRUST Funds Trust
We have acted as counsel to INTRUST Kansas Tax-Exempt Bond Fund (the
"Acquiring Fund"), a series of INTRUST Funds Trust, a Delaware business trust,
in connection with the Agreement and Plan of Reorganization, dated as of March
10, 1997, (the "Agreement"), by and between the SKI Kansas Tax-Free Income
Portfolio (the "Acquired Fund"), a Massachusetts business trust, and the
Acquiring Fund. The Agreement provides, among other things, for the
reorganization of the Acquired Fund with the Acquiring Fund (the
"Reorganization") and for outstanding shares of the Acquired Fund to be
cancelled and converted to Acquiring Fund stock. This opinion is being rendered
pursuant to Section 8.5 of the Agreement. Capitalized terms used but not
defined herein have the meanings as specified in the Agreement.
Acquired Fund and Acquiring Fund have requested our opinion as to certain
of the United States federal income tax consequences of the Reorganization. In
preparing our opinion, we have reviewed and relied upon: (1) the Agreement, (2)
Form N-14, filed on February 21, 1997 with the Securities and Exchange
Commission, (3) certain representations made by representatives of the Acquired
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Fund, (4) certain representations made by representatives of the
Acquiring Fund, and (5) other documents as we deemed necessary.
In addition, in preparing this opinion we have assumed that (1) the
Reorganization will be effected in accordance with the terms of the Agreement,
(2) representations made by Acquiring Fund and Acquired Fund are true and
accurate in all material respects, and (3) there will be no change in any of
the facts material to this opinion between the date of this opinion and the
Closing Date. We have not made any independent investigation of any of the
facts material to this opinion, other than as discussed above.
Our opinions are based upon the Internal Revenue Code of 1986, as amended
(the "Code"), the currently applicable Treasury Regulations promulgated under
the Code, published administrative positions of the Internal Revenue Service
and judicial decisions. Such authorities are subject to change, either
prospectively or retroactively. No assurances can be provided as to the effect
of any such change upon the opinion given herein. Our opinion represents our
best legal judgment as to the United States federal income tax consequences of
the Reorganization, it is not, however, binding on the Internal Revenue Service
or the courts.
This opinion may not be relied upon after the Closing Date, unless this
opinion has been updated at such time.
On the basis of the foregoing, it is our opinion that:
1. The acquisition by Acquiring Fund of substantially all of the assets
of Acquired Fund solely in exchange for Acquiring Fund Shares and
Acquiring Fund's assumption of Acquired Fund liabilities followed by
the distribution of Acquired Fund of Acquiring Fund Shares to the
shareholders, in complete liquidation, will constitute a
reorganization within the meaning of Section 368. Additionally,
Acquiring Fund and Acquired Fund will each be "a party to a
reorganization" within the meaning of Section 368(b).
2. Acquired Fund will recognize no gain or loss on its transfer of
substantially all of its assets and liabilities to Acquiring Fund in
exchange solely for Acquiring Fund Shares and Acquiring Fund's
assumption of
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Acquired Fund liabilities. Also, Acquired Fund will recognize no gain
or loss on the distribution to its shareholders of the Acquiring Fund
Shares that Acquired Fund will receive in the transaction.
3. Acquiring Fund will not recognize any gain or loss on the receipt of
Acquired Fund's assets in exchange for Acquiring Fund Shares.
4. Acquiring Fund's tax basis in the assets of Acquired Fund received in
the Reorganization will equal Acquired Fund's tax basis in the assets
immediately before the Reorganization.
5. Acquiring Fund's holding period in the assets received in the
Reorganization will include the period during which Acquired Fund
held the assets.
6. Shareholders of Acquired Fund will recognize no gain or loss on their
receipt of Acquiring Fund Shares in exchange for their Acquired Fund
Class A Shares.
7. The tax basis of Acquiring Fund Shares received by each Acquired Fund
shareholder in the Reorganization will equal the basis of such
shareholder's Acquired Fund Class A Shares surrendered in the
exchange therefor.
8. An Acquired Fund shareholder's holding period of the Acquiring Fund
Shares received in the Reorganization will include the period that
the shareholder held the Acquired Fund Class A Shares exchanged
therefor, provided that the shareholder held such shares as a capital
asset on the date of the exchange.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the INTRUST Funds Trust's Registration
Statement.
Respectfully Submitted,
/s/ BAKER & MCKENZIE
VMAquilino/SDConlon
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Exhibit 12(b)
June 25, 1997
INTRUST Funds Trust
3435 Stelzer Road
Columbus, Ohio 43219
Dear Sir/Madam:
We hereby consent to the inclusion of our opinion regarding the tax
consequences of the reorganizations proposed in the Registration Statement on
Form N-14 (No. 333-22215), filed with the Securities and Exchange Commission on
February 21, 1997, of the INTRUST Funds Trust, a Delaware business trust, as an
Exhibit in Post-Effective Amendment No. 1 to the above-referenced Registration
Statement.
Very truly yours,
/s/ Baker & McKenzie
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EXHIBIT 16
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/JOHN J. PILEGGI /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 /s/G.L. BEST
Thomas F. Kice G.L. Best
