SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
XX Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
INTRUST FUNDS TRUST
International Multi-Manager Stock Fund
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
INTRUST FUNDS TRUST
International Multi-Manager Stock Fund
3435 Stelzer Road
Columbus, Ohio 43219
August __, 1999
Dear Shareholder:
The INTRUST Funds Trust (the "Trust") will hold a combined special meeting
of shareholders on September 17, 1999 for shareholders of the International
Multi-Manager Stock Fund (the "Fund"). At the meeting, shareholders will be
asked to vote on:
1. A proposal to change the Fund's current fundamental investment restrictions
to allow the purchase and sale of futures contracts and options on futures
contracts.
2. A proposal to change the Fund's current fundamental investment restriction
to allow it to borrow money from the Fund's investment adviser or any of its
affiliates under certain limited circumstances.
None of the proposed changes will alter the Fund's current investment
objective. The enclosed Proxy Statement explains each proposal in detail. Please
read it carefully.
VOTING PROCEDURES
The Fund currently operates under a master-feeder structure, pursuant to
which the Fund seeks its investment objective by investing all of its investable
assets in the International Equity Portfolio (the "Portfolio") of the AMR
Investment Services Trust ("AMR Trust") which has an identical investment
objective to the Fund. On August 9, 1999, the Portfolio's interest holders voted
on and approved similar proposals to those described above. The meeting of Fund
shareholders is being called to seek approval to adopt the proposals with
respect to the Fund in order to maintain similarity between the investment
restrictions and policies of the Portfolio and the Fund.
CONCLUSION
The Board of Trustees of the Trust believes that each of the proposals set
forth in the Notice of Special Meeting of Shareholders is important and
RECOMMENDS THAT YOU READ THE ENCLOSED MATERIALS CAREFULLY AND THEN VOTE FOR BOTH
PROPOSALS.
We urge you to vote by telephone, Internet, or by completing and returning
the enclosed proxy card(s) promptly, even if you plan to be present at the
meeting. A postage-paid return envelope is enclosed, if you choose to mail your
card(s). Your prompt response will help eliminate the cost of further proxy
solicitations. Should you have any questions about the proposals, please do not
hesitate to contact us. We look forward to receiving your proxy.
Sincerely yours,
David Bunstine
President
INTRUST Funds Trust
<PAGE>
INTRUST FUNDS TRUST
International Multi-manager Stock Fund
3435 Stelzer Road
Columbus, Ohio 43219
------------------------------------
NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 17, 1999
------------------------------------
TO THE SHAREHOLDERS:
Notice is hereby given that a special meeting of the shareholders of the
International Multi-Manager Stock Fund (the "Fund") will be held on FRIDAY,
SEPTEMBER 17, 1999, AT 10:00 P.M. EASTERN TIME at the offices of BISYS Fund
Services, 3435 Stelzer Road, Columbus, Ohio 43219 (the "Meeting"), for the
purposes set forth below.
Under a master-feeder operating structure, the Fund seeks its investment
objective by investing all of its investable assets in a corresponding master
portfolio, the International Equity Portfolio (the "Portfolio") of the AMR
Investment Services Trust ("AMR Trust"). At a meeting of the Portfolio's
interest holders on August 9, 1999, the following proposals were approved with
respect to the Portfolio. You will be asked to vote on each of the following
proposals so as to approve each such proposal on behalf of the Fund.
(1) To approve a change to the fundamental investment restrictions of the Fund
to allow the purchase and sale of futures contracts and options on futures
contracts;
(2) To approve a change to the fundamental investment restrictions of the Fund
to allow the borrowing of money from the Fund's investment adviser or any of
its affiliates under certain limited circumstances; and
(3) To transact such other business as may properly come before the meeting or
any adjournments thereof.
You will be entitled to vote at the meeting and any adjournments thereof if
you owned shares of the Fund at the close of business on August 23, 1999. If you
owned shares in more than one account, you may receive more than one proxy card.
Please be certain to vote each proxy card you receive. If you attend the
meeting, you may vote your shares in person.
By order of the Board of Trustees,
DAVID BUNSTINE
PRESIDENT
Columbus, Ohio
August __, 1999
<PAGE>
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
REGARDLESS OF HOW MANY SHARES YOU OWN
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE
PROMPTLY VOTE BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD(S). IF
YOU SIGN, DATE AND RETURN THE PROXY CARD(S) BUT GIVE NO VOTING INSTRUCTIONS,
YOUR SHARES WILL BE VOTED "FOR" ALL PROPOSALS NOTICED ABOVE. IN ORDER TO AVOID
ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, MANAGEMENT REQUESTS YOUR
COOPERATION IN VOTING PROMPTLY. UNLESS PROXIES ARE SIGNED BY THE APPROPRIATE
PERSONS, THEY WILL NOT BE VOTED.
- --------------------------------------------------------------------------------
<PAGE>
INTRUST FUNDS TRUST
INTERNATIONAL MULTI-MANAGER STOCK FUND
3435 Stelzer Road
Columbus, Ohio 43219
------------------------------------
PROXY STATEMENT
Special Meeting of Shareholders
To Be Held on September 17, 1999
------------------------------------
This document is a Proxy Statement for the INTRUST Funds Trust (the
"Trust"). The Trust has 10 separate investment portfolios that are currently in
operation. This Proxy Statement pertains only to shareholders of the
International Multi-Manager Stock Fund (the "Fund").
This Proxy Statement and the accompanying Notice of Special Meeting
("Notice") and proxy card(s) will be mailed to shareholders on or about August
25, 1999. This Proxy Statement and accompanying Notice is furnished in
connection with the solicitation of proxies made by, and on behalf of, the Board
of Trustees of the Trust (the "Board") to be used at the Special Meeting of
Shareholders of the Fund and at any adjournments thereof ("Meeting"), to be held
at 10:00 a.m. Eastern Time on Friday, September 17, 1999, at the offices of
BISYS Fund Services ("BISYS"). AMR Investment Services, Inc. (the "Manager")
serves as manager and administrator to the International Equity Portfolio (the
"Portfolio"), a series of the AMR Investment Services Trust (the "AMR Trust").
INTRUST Bank, N.A. ("INTRUST") serves as the investment adviser to the Fund and
the Trust. BISYS serves as underwriter and administrator to the Trust. The
purpose of the Meeting is set forth in the accompanying Notice.
The Fund currently seeks its investment objective by investing all of
its investable assets in the Portfolio, which has an investment objective
identical to the Fund. On August 9, 1999, the Portfolio's interest holders voted
on and approved similar proposals to those described in this Proxy Statement.
The meeting of Fund shareholders is being called to seek approval to adopt the
proposals with respect to the Fund in order to maintain similarity between the
investment restrictions and policies of the Portfolio and the Fund. If approval
is not received, the Fund's current fundamental limitations will remain in
effect.
The solicitation of proxies will be made by mail, but also may include
telephone or oral communications by employees of BISYS, who will not receive any
compensation from the Trust for such solicitation. All expenses incurred in
connection with preparing these proxy materials will be borne by the Manager and
the Portfolio.
A majority of the Fund's shares of beneficial interest outstanding on August
23, 1999 ("Record Date"), represented in person or by proxy, constitutes a
quorum, and a quorum must be present for the transaction of business with
respect to each proposal. If a quorum is present at the Meeting but sufficient
votes to approve any of the proposals are not received, the persons named as
proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of those shares represented at the Meeting in person or by proxy.
If a quorum is present, the persons named as proxies will vote those proxies
that they are entitled to vote FOR any such proposal in favor of such an
adjournment, and will vote those proxies required to be voted AGAINST any such
proposal against such adjournment. A shareholder vote may be taken on one or
more of the proposals in this Proxy Statement prior to any such adjournment if
sufficient votes have been received and it is otherwise appropriate.
Abstentions and broker non-votes will be counted as shares present for
purposes of determining whether a quorum is present but will not be voted FOR or
AGAINST any adjournment. Abstentions and broker non-votes will not be counted,
however, as votes cast for purposes of determining whether sufficient votes have
been received to approve a proposal. Accordingly, abstentions and broker
non-votes effectively will be a vote AGAINST adjournment or AGAINST the
proposals, for which the required vote is a majority of the outstanding voting
securities, as defined below.
<PAGE>
The individuals named as proxies on the enclosed proxy card(s) will vote in
accordance with your directions as indicated thereon if your proxy vote is
received and has been properly executed. If your proxy vote is properly executed
and you give no voting instructions, your shares will be voted in favor of the
proposals described in this Proxy Statement. You may revoke your proxy card by
giving another proxy, by letter or telegram revoking your initial proxy if
received by the Fund prior to the Meeting, or by appearing and voting at the
Meeting.
The Fund offers two classes of shares. Each share of each class is entitled
to one vote. None of the proposals in this Proxy Statement requires separate
voting by class. As of the Record Date, there were XXXXX Fund shares issued and
outstanding.
For a list of shareholders who owned of record five percent or more of the
shares of the Fund as of the Record Date, see Appendix A. To the knowledge of
the Trust, the executive officers and Trustees, as a group, owned less than one
percent of the outstanding shares of the Fund as of August 23, 1999.
Shareholders of record at the close of business on the Record Date will be
entitled to vote at the Meeting. Each full share of the Fund is entitled to one
vote and each fractional share is entitled to a proportionate share of one vote.
YOU MAY OBTAIN A COPY OF THE TRUST'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS
TO SHAREHOLDERS, FREE OF CHARGE, BY WRITING TO THE FUND C/O BISYS FUND SERVICES
AT 3435 STELZER ROAD, COLUMBUS, OHIO 43219, OR BY CALLING 1-888-206-8787.
Approval of the proposals outlined below requires the affirmative vote of
the holders of a "majority of the outstanding voting securities" of the Fund, as
such term is defined in the Investment Company Act of 1940, as amended ("1940
Act"). For that purpose, a vote of the holders of a "majority of the outstanding
voting securities" of the Fund means the lesser of either (1) the vote of 67% or
more of the shares of the Fund present at the Meeting if the holders of more
than 50% of the outstanding Fund shares are present or represented by proxy, or
(2) the vote of the holders of more than 50% of the outstanding shares of the
Fund. Approval and implementation of the proposals is conditioned upon approval
of the proposals by shareholders of the Fund.
PROPOSAL 1: APPROVAL TO CHANGE THE FUNDAMENTAL INVESTMENT RESTRICTION TO ALLOW
THE PURCHASE AND SALE OF FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS
On August 9, 1999, the interest holders of the Portfolio approved a change
to the fundamental investment restriction of the Portfolio which prohibits the
purchase and sale of commodities and commodities contracts. Previously, this
restriction provided that the Portfolio could not:
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.
The Fund has an identical restriction. The Manager sought to modify this
restriction for the limited purpose of allowing the Portfolio to engage in the
purchase and sale of futures contracts and options on futures contracts.
This proposed change, along with the proposed change to the restriction
against borrowing set forth in Proposal 2, is part of the Manager's attempt to
ensure that the Portfolio and the Fund will have sufficient cash available to
meet redemption requests. Previously, the Manager attempted to maintain as small
a portion of the Portfolio's and the Fund's assets in cash as possible in order
to maintain maximum exposure to the equity markets. The Portfolio and the Fund
maintain a portion of its total assets as cash reserves in order to satisfy
day-to-day redemption requests. At times, however, the Portfolio and the Fund
could require additional cash while awaiting settlement of securities trades in
foreign countries.
2
<PAGE>
Due to recent market volatility, the Manager believes that a greater portion
of the Portfolio's assets should be kept readily available to satisfy redemption
requests. Rather than leaving this cash uninvested in the equity markets, the
Manager seeks the ability to invest a portion of the Portfolio's cash reserves
in stock index futures contracts. The performance of these securities generally
tracks the performance of the particular underlying index and generally have
same day or next day settlement, rather than the typical three business day
settlement of traditional U.S. equity securities. By allowing the Portfolio to
"equitize" at least a portion of their cash reserves through investments in
stock index futures contracts, the Manager believes the goal of having
sufficient cash on hand to meet redemptions will be satisfied without
sacrificing the pursuit of the Portfolio's and the Fund's investment objective.
Nevertheless, investments in stock index futures contracts entail certain
risks. Because a stock index is designed to reflect overall price trends in
certain markets for equity securities, changes in the market value of a
particular stock index futures contract reflect changes in the specified index
of equity securities on which the contract is based. If the index moves in an
unexpected manner, the Portfolio and Fund may not achieve the desired benefits
of these futures contracts or may realize losses and, thus, be in a worse
position. In addition, there are differences between the securities and futures
markets that could result in an imperfect correlation between the markets,
causing a given transaction not to achieve its objectives. A decision as to
whether, when and how to use futures contracts involves the exercise of skill
and judgment, and even a well-conceived transaction may be unsuccessful to some
degree because of market behavior. A purchase or sale of a futures contract may
result in losses in excess of the amount invested in the futures contract.
For the reasons stated above, the Board believes that the proposed change to
the Fund's fundamental investment restriction to allow purchasing or selling
futures contracts and options on futures contracts is in the best interest of
the Fund and its shareholders.
If this change is approved by shareholders, the modified fundamental
investment restriction would provide that the Fund may not:
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, FUTURES CONTRACTS, OPTIONS ON FUTURES CONTRACTS and when-issued
securities when consistent with the other policies and limitations described
in the Prospectus. (Emphasis added.)
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 1.
PROPOSAL 2: APPROVAL TO CHANGE THE FUNDAMENTAL INVESTMENT RESTRICTIONS TO ALLOW
THE BORROWING OF MONEY FROM THE FUND'S INVESTMENT ADVISER AND ANY OF ITS
AFFILIATES UNDER CERTAIN LIMITED CIRCUMSTANCES
On August 9, 1999, the interest holders of the Portfolio approved a change
to the Portfolio's fundamental investment restriction that prohibits the
borrowing of money except under certain circumstances. Previously, this
restriction provided that the Portfolio could not:
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.
The Fund has an identical restriction. The Manager proposed to modify this
restriction to allow the Portfolio to borrow money from the Manager or its
affiliates on a short-term basis in the limited and temporary situations where
cash is needed to meet shareholder redemptions. THE FUND AND THE PORTFOLIO WILL
NOT ENGAGE IN BORROWING FOR THE PURPOSE OF LEVERAGING THEIR INVESTMENTS.
As discussed above, the Portfolio and the Fund normally have sufficient cash
on hand to satisfy all redemption requests. However, at times of unanticipated
high levels of redemption requests from shareholders, the Portfolio and Fund
could experience a shortage of cash while awaiting settlement of securities
trades. Currently, the Portfolio's and Fund's only options in such a situation
3
<PAGE>
are to attempt to liquidate assets quickly or borrow money from banks. These
options each have disadvantages, however, because it may be difficult to
liquidate assets at a favorable price during times of market turmoil and it is
generally more costly to borrow money from banks than from other sources.
To cover unexpected cash shortages while waiting for the proceeds of sales
of securities from the Portfolio's investment portfolio, the Manager proposed to
modify the Portfolio's fundamental investment restriction to give it the ability
to borrow money from the Manager or its affiliates on a short-term basis.
Similarly, Fund shareholders are being asked to approve a modification to the
Fund's fundamental investment restriction to allow the Fund to borrow money from
the Fund's investment adviser or its affiliates on a short-term basis. The
Manager is willing to lend money to the Portfolio under these temporary and
unusual circumstances as a cost savings measure for the Portfolio. This is the
sole situation in which the Manager envisions that the Portfolio would seek to
borrow money from the Manager. Accordingly, the Fund seeks approval of a
corresponding change to its fundamental investment restriction. This change in
no way obligates or requires the Fund's investment adviser to make any loans to
the Fund.
By dealing directly with its investment adviser, the Fund likely would be
able to borrow money under more favorable terms than from banks. The overall
cost for a loan likely would be less since the Fund's investment adviser would
not charge the Fund a fee for obtaining the loan. Further, the Fund's investment
adviser has agreed that the interest rate charged to the Fund for the loan will
not exceed the rates charged by typical banks at the time of the loan. The Fund
will only borrow money from its investment adviser on terms no less favorable
than those the Fund would receive from a bank.
In addition, the amount the Portfolio or Fund will be eligible to borrow
from the Manager or the Fund's investment adviser will be limited to no more
than 5% of the Portfolio's or Fund's total assets, respectively. This limitation
is consistent with the provisions of the 1940 Act. The 1940 Act generally allows
funds to borrow money only from banks. However, a fund may borrow money from
other parties when the loan is for temporary purposes only and in an amount not
exceeding 5% of the fund's total assets at the time the loan is made.
If the modification of this investment restriction is approved by
shareholders, the fundamental investment restriction would provide that the Fund
may not:
borrow money, except that the Fund may, for temporary purposes, engage in
reverse repurchase agreements and borrow money FROM THE FUND'S INVESTMENT
ADVISER, ANY OF ITS AFFILIATES or banks in an aggregate amount not to exceed
10% of the value of the Fund's total assets at the time of borrowing.
(Emphasis added.)
Accordingly, the Board believes that the proposed modification of the Fund's
fundamental investment restriction against borrowing money is in the best
interest of the Fund and its shareholders.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 2.
SHAREHOLDER PROPOSALS
As a general matter, the Trust does not hold annual or other regular
meetings of shareholders. Shareholders wishing to submit proposals for inclusion
in a proxy statement for a subsequent shareholders' meeting should send their
written proposals to the Fund at 3435 Stelzer Road, Columbus, Ohio 43219. In
addition, the Trust is required to convene a special shareholders' meeting upon
written request for such a meeting by shareholders owning at least ten percent
of outstanding shares.
4
<PAGE>
OTHER BUSINESS
Management knows of no business to be presented to the Meeting other than
the matters set forth in this Proxy Statement, but should any other matter
requiring a vote of shareholders arise, the proxies will vote thereon according
to their best judgment and in the best interests of the Fund.
By order of the Board of Trustees,
DAVID BUNSTINE
President
August XX, 1999
IT IS IMPORTANT THAT YOU VOTE PROMPTLY
ACCORDING TO THE INSTRUCTIONS ON THE
ENCLOSED PROXY CARD(S).
5
<PAGE>
APPENDIX A
The following chart is a list of those shareholders who, as of Record Date,
owned of record more than 5% of the shares of the Fund.
SHAREHOLDER NUMBER OF SHARES % OF SHARES
- ----------- ---------------- -----------
<PAGE>
INTRUST FUNDS TRUST
INTERNATIONAL MULTI-MANAGER STOCK FUND
SPECIAL MEETING OF SHAREHOLDERS
AUGUST __, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
The undersigned hereby appoints as proxies David Bunstine, John Quillin, and
Curtis Barnes, each with the power of substitution, and hereby authorizes each
of them to represent and to vote, as designated on the reverse, all the shares
of each of the above-referenced funds ("Funds") held of record by the
undersigned on August 23, 1999, at the meeting of shareholders to be held on
September 17, 1999, or any adjournment thereof, with discretionary power to vote
upon such other business as may properly come before the meeting. UNLESS
INDICATED TO THE CONTRARY, THIS PROXY SHALL BE DEEMED TO GRANT AUTHORITY TO VOTE
"FOR" ALL PROPOSALS.
The undersigned hereby acknowledges receipt of the Proxy Statement prepared on
behalf of the Board of Trustees with respect to the matters designated on the
reverse.
VOTE BY MAIL
Please date and sign this proxy and return it in the enclosed postage-paid
envelope to BISYS Fund Services, 3435 Stelzer Road, Columbus, Ohio 43219. Please
indicate your vote by placing an "X" in the appropriate box on the reverse side.
Signature of all joint owners is required. Fiduciaries please indicate your full
title.
VOTE BY TELEPHONE
Please follow the instructions on the reverse to vote your proxy by telephone.
If any other matters properly come before the meeting about which the proxy
holders were not aware prior to the time of the solicitation, authorization is
given the proxy holders to vote in accordance with the views of management
thereon. Management is not aware of any such matters at this time.
<PAGE>
INTRUST INTERNATIONAL MULTI-MANAGER STOCK FUND
CONTROL NUMBER:
RECORD DATE SHARES:
(1)To approve a change to the fundamental investment restrictions of the
INTRUST International Multi-Manager Stock Fund (the "Fund") to allow the
purchase and sale of futures contracts and options on futures contracts.
For Against Abstain
---------------- -------------- ---------------
(2) To approve a change to the fundamental investment restrictions of the Fund
to allow the borrowing of money from the Fund's investment adviser or any of
its affiliates under certain limited circumstances.
For Against Abstain
---------------- -------------- ---------------
Please be sure to sign your name(s) exactly as it appears on this Proxy.
- ---------------------- ----------------- ----------------
Shareholder Co-owner Date
VOTE BY TELEPHONE
It's fast, convenient, and immediate!
Call Toll-Free on a Touch-Tone Phone
Follow these four easy steps:
1. Read the accompanying Proxy Statement and Proxy Card.
2. Call the toll-free number
1-XXX-XXX-XXXX
For shareholders residing outside the United States call collect
on a touch-tone phone 1-XXX-XXX-XXXX.
There is NO CHARGE for this call.
3. Enter your Control Number located on your Proxy Card.
4. Follow the recorder instructions.
YOUR VOTE IS IMPORTANT!
Call 1-XXX-XXX-XXXX anytime!
DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE
