<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] 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 Rule 14a-11(c) or Rule 14a-12
INTRUST Funds Trust
- ---------------------------------------------------------------------
(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)(4) and
0-11.
<PAGE> 2
(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:
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(4) Date filed:
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INTRUST FUNDS TRUST
3435 Stelzer Road
Columbus, Ohio 43219
<PAGE> 3
Stock Fund
November 26, 1999
Dear Shareholder,
You are cordially invited to attend a Special Meeting of Shareholders of the
Stock Fund (the "Fund"), a series of INTRUST Funds Trust, to be held on at 9:00
a.m. (Eastern time) December 28, 1999, at the Fund's offices located at 3435
Stelzer Road, Columbus, Ohio 43219.
The purpose of the Special Meeting is to approve a new investment sub-advisory
agreement for the Fund with AMR Investment Services, Inc. ("AMR") and an
investment sub-advisory agreement between AMR and Barrow, Hanley, Mewhinney &
Strauss, Inc. (collectively, the "New Sub-Advisory Agreements"). The New
Sub-Advisory Agreements would replace the existing investment sub-advisory
agreement with Ark Asset Management Co., Inc. The terms of the New Sub-Advisory
Agreements are the same in all material respects as the existing investment
sub-advisory agreement, except for the appointment of the new sub-advisers. If
the new agreements are approved:
- There will be no changes to the investment management fees paid by the
Fund, and
- INTRUST Bank N.A. will continue to be the investment adviser to the Fund.
INCLUDED WITH THIS LETTER ARE A NOTICE OF SPECIAL MEETING OF SHAREHOLDERS, A
PROXY STATEMENT AND A PROXY CARD. Regardless of the number of shares you own, it
is important that your shares are represented and voted. If you cannot
personally attend the Special Shareholders' Meeting, we would appreciate your
promptly voting, signing and returning the enclosed proxy card in the
postage-paid envelope provided.
We thank you for your time and for your investment in the INTRUST Funds Trust.
Sincerely,
- -------------------------
David Bunstine
President
INTRUST Funds Trust
INTRUST FUNDS TRUST
3435 Stelzer Road
Columbus, Ohio 43219
Stock Fund
November 26, 1999
<PAGE> 4
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
A Special Meeting of Shareholders of the Stock Fund, a series of INTRUST Funds
Trust, will be held at the Fund's offices, located at 3435 Stelzer Road,
Columbus, Ohio 43219, on December 28, 1999, at 9:00 a.m. (Eastern time)
for the following purposes:
1. To approve a new investment sub-advisory agreement between INTRUST Bank
N.A.and AMR Investment Services, Inc. ("AMR") and an investment sub-advisory
agreement between AMR and Barrow, Hanley, Mewhinney & Strauss, Inc. ("Barrow,
Hanley"), pursuant to which AMR and Barrow, Hanley would serve as the new
sub-advisers to the Stock Fund.
2. To transact such other business as may properly come before the Meeting,
or any adjournments thereto.
Shareholders of record at the close of business on November 22, 1999, are
entitled to notice of, and to vote at, the Meeting. The Stock Fund is a series
of INTRUST Funds Trust, a Delaware business trust.
- -------------------------
David Bunstine
President
INTRUST Funds Trust
<PAGE> 5
INTRUST FUNDS TRUST
PROXY STATEMENT
FOR A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON December 28, 1999
Stock Fund
INTRODUCTION
This proxy statement is solicited by the Board of Trustees (the "Board") of
INTRUST Funds Trust for voting at the special meeting of shareholders of the
Stock Fund (the "Fund") to be held at 9:00 a.m. (Eastern time) on December 28,
1999, at the Fund's offices at 3435 Stelzer Road, Columbus, Ohio 43219, and at
any and all adjournments thereof (the "Meeting"), for the purposes set forth in
the accompanying Notice of Special Meeting of Shareholders. This proxy statement
was first mailed to shareholders on or about November 26, 1999.
PROPOSAL
The purpose of the Meeting is to have shareholders vote on a Proposal to approve
a new investment sub-advisory agreement for the Fund with AMR Investment
Services, Inc. ("AMR") and an investment sub-advisory agreement between AMR and
Barrow, Hanley, Mewhinney & Strauss, Inc. ("Barrow, Hanley"), which would
replace the existing investment sub-advisory agreement with Ark Asset Management
Co., Inc. ("Ark").
Each share of the Fund is entitled to one vote on the Proposal and on each other
matter that it is entitled to vote upon at the Meeting.
Each valid proxy that we receive will be voted in accordance with your
instructions and as the persons named in the proxy determine on such other
business as may come before the Meeting. If no instructions are given on an
executed proxy that has been returned to us, that proxy will be voted FOR the
Proposal. Shareholders who execute proxies may revoke them at any time before
they are voted, either by writing to INTRUST Funds Trust, or by voting in person
at the Meeting.
The Proposal requires the affirmative vote of a "majority of the outstanding
voting securities" of the Fund. The term "majority of the outstanding voting
securities" of the Fund as defined by the Investment Company Act of 1940, as
amended (the "1940 Act"), means: the affirmative vote of the lesser of (i) 67%
of the voting securities of the Fund present at the meeting if more than 50% of
the outstanding shares of the Fund are present in person or by proxy or (ii)
more than 50% of the outstanding shares of the Fund.
THE BOARD OF TRUSTEES OF INTRUST FUNDS TRUST RECOMMENDS THAT YOU VOTE IN FAVOR
OF THE PROPOSAL.
<PAGE> 6
The Board of INTRUST Funds Trust has fixed the close of business on November 22,
1999 as the record date (the "Record Date") for determining holders of the
Funds' shares entitled to notice of and to vote at the Meeting. Each shareholder
will be entitled to one vote for each share held. At the close of business on
the Record Date, there were ______________ shares outstanding of the Fund.
SEMI-ANNUAL REPORT
A copy of the Fund's semi-annual report for the period ended April 30, 1999 is
available without charge upon request by writing to INTRUST Funds Trust, 3435
Stelzer Road, Columbus, Ohio 43219, or by calling 1-888-266-8787.
BACKGROUND
INTRUST Bank N.A. (the "Adviser") is a majority-owned subsidiary of INTRUST
Financial Corporation (formerly First Bancorp of Kansas), a bank holding
company. The Adviser, through its portfolio management team, continuously
reviews, supervises and administers each of the Funds' investment programs. The
Adviser also provides certain administrative services necessary for the Fund's
operations. For its services, the Adviser receives from the Fund a fee, payable
monthly, at the annual rate of 1.00% of the Fund's average daily net assets. The
Adviser has agreed to limit its fees to 0.87% through ____________.
The Adviser has entered into a Sub-Advisory Agreement (the "Existing
Sub-Advisory Agreement") on behalf of the Fund with Ark. Under the Existing
Sub-Advisory Agreement, Ark is responsible for the day-to-day management of the
Stock Fund. Ark is located at 125 Broad Street, New York, NY 10004.
On November 22, 1999, the Adviser recommended to the Board that it (i) enter
into a new Sub-Advisory Agreement with AMR, and (ii) approve the Sub-Advisory
Agreement between AMR and Barrow, Hanley (collectively, the "New Sub-Advisory
Agreements"), which together would replace the Existing Sub-Advisory Agreement.
After careful consideration of a variety of factors (see "The Trustees'
Considerations" below), the Board unanimously approved the New Sub-Advisory
Agreements, subject to approval of a majority of the outstanding voting
securities of the Fund at the Meeting. If shareholders vote to approve the New
Sub-Advisory Agreements, the New Sub-Advisory Agreements will replace the
Existing Sub-Advisory Agreement with respect to the Fund, thus terminating Ark's
involvement with the Fund. If shareholders do not approve the New Sub-Advisory
Agreements, the Board will consider its alternatives, including retaining Ark as
sub-adviser of the Fund.
THE LEGAL FRAMEWORK
Section 15(a) of the 1940 Act prohibits any person from serving as an investment
adviser to a registered investment company except pursuant to a written contract
that has been approved by the registered investment company's shareholders.
Therefore, in order for AMR and Barrow, Hanley to provide investment advisory
services to the Fund, the shareholders of the Fund must approve
<PAGE> 7
the New Sub-Advisory Agreements. The Board believes that it is in the best
interests of the Fund for AMR and Barrow, Hanley to manage the Fund.
COMPARISON OF THE NEW SUB-ADVISORY AGREEMENTS AND THE EXISTING SUB-ADVISORY
AGREEMENT
__________________, as the initial shareholder of the Fund, initially approved
the Existing Sub-Advisory Agreement on November 25, 1996. The Existing
Sub-Advisory Agreement is dated November 25, 1996.
Under the Existing Advisory Agreement, as compensation for the services
performed by Ark, the Adviser pays Ark a fee, accrued daily and paid monthly at
the rate of 0.45% per annum of the Fund's average daily net assets.
Other than the change in the sub-advisers, the terms of the New Sub-Advisory
Agreements will be substantially identical in all material respects to the
Existing Sub-Advisory Agreement, including the total amount of compensation paid
to the sub-advisers. A form of each New Sub-Advisory Agreement is attached to
this Proxy Statement as Exhibit A. The following description of the New
Sub-Advisory Agreements is only a summary. You should refer to Exhibit A for a
form of the complete New Sub-Advisory Agreements.
As is the case under the Existing Sub-Advisory Agreement, the new sub-advisory
agreement with AMR provides that AMR, either directly or through its delegate
and subject to the supervision of the Adviser, will provide investment advisory
services to the Fund, including deciding what securities will be purchased and
sold by the Fund, when such purchases and sales are to be made, and arranging
for those purchases and sales, all in accordance with the provisions of the 1940
Act and the rules thereunder, the governing documents of INTRUST Funds Trust,
the fundamental policies of the Fund, as reflected in its registration
statement, and any policies and determinations of the Board. . The sub-advisory
agreement between AMR and Barrow, Hanley provides that Barrow, Hanley, subject
to the supervision of AMR and the Adviser, will provide substantially the same
investment advisory services to the Fund as set forth in the Existing
Sub-Advisory Agreement and the new sub-advisory agreement with AMR. It is
anticipated that Barrow, Hanley will have primary responsibility for investment
decisions on behalf of the Fund, and that AMR will provide investment oversight
and analysis of Barrow, Hanley's activities to the Adviser and the Board.
If approved by shareholders, the New Sub-Advisory Agreements will continue in
effect with respect to the Fund for two years from their effective date, and
will continue in effect thereafter for successive annual periods, provided their
continuance is specifically approved at least annually by (1) a majority vote,
cast in person at a meeting called for that purpose, of the Board or (2) a vote
of the holders of a majority of the outstanding voting securities (as defined in
the 1940 Act and the rules thereunder) of the Fund, and (3) in either event by a
majority of the Trustees who are not parties to the New Sub-Advisory Agreements
or interested persons of INTRUST Funds Trust or of any such party. The New
Sub-Advisory Agreements provides that they may be terminated at any time,
without penalty, by either party upon 60 days' written notice, provided that
such termination by the Fund shall be directed or approved by a vote of the
Board, or by a vote of holders of a majority of the shares of the Fund.
<PAGE> 8
Both the Existing Sub-Advisory Agreement and the New Sub-Advisory Agreements
provide that the sub-advisers would have no liability to the Adviser of the Fund
for any act or omission in connection with rendering services under the
respective agreements, including any loss arising out of any investment, except
for liability resulting from willful misfeasance, bad faith, gross negligence or
reckless disregard on the part of the sub-adviser of its duties under the
Agreements ("Disabling Conduct").
- -------------------------------------------
THE BOARD OF INTRUST FUNDS TRUST HAS UNANIMOUSLY RECOMMENDED THAT SHAREHOLDERS
APPROVE AND VOTE "FOR" THE PROPOSAL.
- -------------------------------------------
The Board has determined that the New Sub-Advisory Agreements are fair and in
the best interests of the Fund's shareholders. In making this recommendation,
the Board exercised its independent judgment based on a careful review of the
proposed arrangements and potential benefits.
THE TRUSTEES' CONSIDERATIONS
The New Sub-Advisory Agreements were presented to the Board for its
consideration at a Board of Trustees' meeting held on November 22, 1999. The
full Board, and, separately, the independent Trustees, voted unanimously to
approve the New Sub-Advisory Agreements.
In evaluating the New Sub-Advisory Agreements, the Board reviewed materials
furnished by the Adviser, AMR and Barrow, Hanley, including information about
AMR and Barrow, Hanley personnel, operations and anticipated management of the
Fund.
The Board also gave consideration to the basis for the Adviser's recommendation
of AMR and Barrow, Hanley, including (i) the relative performance of the Fund
under Ark's direction, (ii) the performance of Barrow, Hanley in the management
of investment products substantially similar to the Fund, including other
investment companies, (iii) the Adviser's assessment of AMR's and Barrow,
Hanley's operational and compliance capabilities, and (iv) the overall
reputation and standing of AMR and Barrow, Hanley in the investment community.
The Board also considered that the terms of the New Sub-Advisory Agreements will
remain materially unchanged from those of the Existing Sub-Advisory Agreement
and that the advisory fees payable by the Fund will remain the same.
Based upon it evaluation, the Board concluded that the Adviser's engagement of
AMR and Barrow, Hanley as sub-advisers to the Fund likely would offer the Fund
the access to highly effective management and advisory services and
capabilities.
The Board concluded further that the terms of the New Sub-Advisory Agreements,
including the fees contemplated thereby, are fair and reasonable and in the best
interests of the Fund and its shareholders.
In order to provide for the services described above in the New Sub-Advisory
Agreements, the shareholders are being asked to approve the New Sub-Advisory
Agreements.
THE ADVISER
The Adviser is a majority-owned subsidiary of INTRUST Financial Corporation
(formerly First
<PAGE> 9
Bancorp of Kansas), a bank holding company. The 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:
<TABLE>
<CAPTION>
INTRUST Bank, N.A.
------------------
Name Position and Office
- ----- -------------------
<S> <C>
C.Q. Chandler, IV Chairman,
President and Chief
Executive Officer (Vice Chairman prior
to February, 1996)
J.V. Lentell Vice Chairman
Ron Baldwin Vice Chairman
(Hired February, 1996; Executive Vice
President Fourth Financial Corporation
prior to February, 1996)
Phillip J. Owings Executive Vice President(Senior Vice
President prior to March 1998)
INTRUST Financial Corporation
-----------------------------
Name Position and Office
- ----- -------------------
C.Q. Chandler III Chairman and Chief Executive Officer
C.Q. Chandler, IV President
Jay Smith Executive Vice President
Rick Beach Executive Vice President (Senior Vice
President prior to March, 1996)
</TABLE>
The Adviser currently serves as investment manager to 11 separate portfolios of
the INTRUST
<PAGE> 10
Funds Trust, all of which are currently operational and being offered to
investors. The net assets of each of these portfolios and the management fee
paid to the Adviser by each of these portfolios (expressed as a percentage of
average daily net assets) are set forth in the table below.
<TABLE>
<CAPTION>
ANNUAL
NET ASSETS MANAGEMENT FEE
NAME OF PORTFOLIO (__________, 1999) (BEFORE WAIVERS)
- ----------------- --------------- ----------------
<S> <C>
Intermediate Bond Fund 0.40%
International Multi-Manager Stock Fund 0.40%
Kansas Tax-Exempt Bond Fund 0.30%
Money Market Fund 0.25%
NestEgg 2000 Fund 0.70%
NestEgg 2010 Fund 0.70%
NestEgg 2020 Fund 0.70%
NestEgg 2030 Fund 0.70%
NestEgg 2040 Fund 0.70%
Stock Fund 1.00%
Short-Term Bond Fund 0.40%
</TABLE>
The Adviser also serves as the Fund's Custodian. During the fiscal year ended
October 31, 1999, the Fund paid INTRUST Bank N.A. $___________ in Custodian
fees.
AMR Investment Services, Inc.
AMR is a wholly owned subsidiary of AMR Corporation, the parent company of
American Airlines, Inc. The address of AMR is 4333 Amon Carter Blvd., MD 5645,
Fort Worth, TX 76155. AMR was organized in 1986 to provide investment
management, advisory, administrative and asset management consulting services.
As of September 30, 1999, AMR had approximately $20.1 billion of assets under
management, including approximately $7.1 billion under active management and
$13.0 billion as named fiduciary or financial adviser. Of the total,
approximately $14.2 billion of assets are related to AMR Corporation. The
principals of AMR are set forth in the table below.
<TABLE>
<CAPTION>
AMR Investment Services, Inc.
----------------------------
Name Position and Office
- ---- -------------------
<S> <C>
AMR Corporation Parent
William F. Quinn President
</TABLE>
The business address of each of the foregoing is 4333 Amon Carter Blvd., Fort
Worth, TX 76155.
AMR currently serves as investment manager to the following funds with a similar
investment objective to the Stock Fund: the AMR Investment Services Large Cap
Value Portfolio ("Large Cap Value Portfolio"), a series of the AMR Investment
Services Trust; the American AAdvantage Large Cap Value Fund ("Large Cap Value
Fund"), a series of the American AAdvantage Funds; and the American AAdvantage
Large Cap Value Mileage Fund ("Large Cap Value Mileage Fund"), a series of the
American AAdvantage Mileage Funds. The Large Cap Value Fund and Large Cap Value
Mileage Fund seek their investment objectives by investing all of their
investable assets in the Large Cap Value Portfolio. The net assets of each of
these portfolios and the management fee paid to AMR by each of these portfolios
(expressed as a percentage of average
<PAGE> 11
daily net assets) are set forth in the table below.
<TABLE>
<CAPTION>
ANNUAL
NET ASSETS MANAGEMENT FEE
NAME OF PORTFOLIO (October 31, 1999)
- ----------------- --------------- ----------------
<S> <C> <C>
Large Cap Value Portfolio 1,457,635,000 0.10%
Large Cap Value Fund 1,449,393,000 0*
Large Cap Value Mileage Fund 8,241,000 0*
</TABLE>
*No management fee is paid to AMR since this Fund invests all of its investable
assets in the Large Cap Value Portfolio.
Barrow, Hanley, Mewhinney & Strauss, Inc.
Barrow, Hanley is a wholly owned subsidiary of United Asset Management
Corporation, a Delaware corporation. The address of Barrow, Hanley is 3232
McKinney Avenue, 15th Floor, Dallas, TX 75204. Barrow, Hanley is engaged in the
business of providing investment advice to institutional and individual client
accounts having assets of approximately $36.3 billion as of December 31, 1998.
The President and Chief Executive Officer of Barrow, Hanley is ______________,
and the directors of Barrow, Hanley are set forth in the table below.
<TABLE>
<S> <C>
NAME PRINCIPAL OCCUPATION
- ---- --------------------
</TABLE>
The business address of each of the foregoing individuals is
____________________.
[Barrow, Hanley also serves as [adviser/sub-adviser] to ________________. The
size of each of these portfolios and the fees paid to Barrow, Hanley (expressed
as a percentage of average daily net assets) are set forth below:
<TABLE>
<S> <C> <C>
NET ASSETS ANNUAL SUB-ADVISORY
NAME OF PORTFOLIO (AUG. 31, 1999) FEE (BEFORE WAIVERS)
- ----------------- --------------- --------------------
</TABLE>
<PAGE> 12
THE UNDERWRITER
The Fund's principal underwriter is BISYS Fund Services Limited Partnership
d/b/a BISYS Fund Services ("BISYS"), (the "Underwriter"), 3435 Stelzer Road,
Columbus, Ohio 43219.
OFFICERS OF INTRUST FUNDS TRUST
The officers of INTRUST Funds Trust are listed below. The address of each
officer is 3435 Stelzer Road, Columbus, Ohio 43219.
<TABLE>
<CAPTION>
POSITION WITH INTRUST POSITION WITH THE
NAME FUNDS TRUST ADVISER
- ---- --------------------- -----------------
<S> <C> <C>
David Bunstine President Vice President, Director
Gary Tenkman Treasurer Vice President
</TABLE>
SHAREHOLDER MEETING COSTS AND VOTING PROCEDURES
The Trust Instrument of INTRUST Funds Trust provides that the presence at a
shareholder meeting in person or by proxy of one-third of the shares of the Fund
entitled to vote at the Meeting constitutes a quorum. Thus, the Meeting will
take place on its scheduled date if one-third or more of the shares of the Fund
are represented. If a quorum of shareholders of the Fund is not present or if a
quorum is present but sufficient votes in favor of the Proposal are not
received, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitation of proxies with respect to any
proposal for which sufficient votes have not been received. Any such adjournment
will require the affirmative vote of a majority of the votes cast on the
question of adjournment in person or by proxy. The persons named as proxies will
vote in favor of any such adjournment.
For purposes of determining the presence of a quorum for transacting business at
the Meeting, abstentions and broker "non-votes" (that is, proxies from brokers
or nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which the brokers or nominees do not have discretionary power)
will be treated as shares that are present. However, while broker non-votes are
considered "present," they are disregarded in calculating the percentage of
votes cast in favor of or against a proposal by those "voting securities
present" when the voting requirement is based on achieving a percentage of the
voting securities present in person
<PAGE> 13
or by proxy at the Meeting.
As of the close of business on November 22, 1999, ___________________ owned of
record _______% of the shares of the Fund and thus may be deemed to control the
Fund. As owner of more than 50% of the Fund's shares, INTRUST will be able to
cast the deciding vote on the Proposal. To the knowledge of management, at the
close of business on ____________, 1999, the officers and Trustees of INTRUST
Funds Trust owned, collectively, less than 1% of the shares of the Fund.
The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement and all other costs in connection with solicitation
of proxies related to the required approvals will be paid by the Fund, including
any additional solicitations made by letter, telephone or telegraph.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board is not aware of any matters that will be presented for action at the
Meeting other than the matters set forth herein. Should any other matters
requiring a vote of shareholders arise, the proxy in the accompanying form will
confer upon the persons entitled to vote the shares represented by such proxy
the discretionary authority to vote matters in accordance with their best
judgment.
Any shareholder proposal intended to be presented at the next shareholder
meeting must be received by INTRUST Funds Trust for inclusion in its proxy
statement and form of proxy relating to such meeting at a reasonable time before
the solicitation of proxies for the meeting is made.
- ---------------------------------------------
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
- ---------------------------------------------
By order of the Board of Trustees,
- ---------------------------------------
David Bunstine
President
INTRUST Funds Trust
November 26, 1999
<PAGE> 14
EXHIBIT A
STOCK FUND
SUB-ADVISORY CONTRACT
____________, 1999
AMR Investment Services, Inc.
4333 Amon Carter Blvd., MD 5645
Fort Worth, TX 751655
Dear Sirs:
The Stock Fund (the "Fund") is one of the investment portfolios
of INTRUST Funds Trust (the "Trust"), an open-end management investment company,
which was organized as a business trust under the laws of the State of Delaware.
The Trust's shares of beneficial interest may be classified into series in which
each series represents the entire undivided interests of a separate portfolio of
assets. This Sub-Advisory Contract regards certain services to be provided in
connection with the management of the Fund, on whose behalf INTRUST Bank, N.A.
("the Adviser") enters into this Contract.
The Trustees of the Trust have selected the Adviser to provide
overall investment advice and management for the Fund and to provide certain
other services, under the terms and conditions provided in the Advisory Contract
between the Trust and the Adviser (the "Advisory Contract"). The Adviser and the
Trustees have selected AMR Investment Services, Inc. (the "Sub-Adviser") to
provide the Adviser and the Fund with the advice and services set forth below,
either directly or through its delegate, and the Sub-Adviser is willing to
provide the Adviser and the Fund with the advice and services, subject to the
review of the Trustees and overall supervision of the Adviser, under the terms
and conditions hereinafter set forth. Accordingly, the Adviser agrees with the
Sub-Adviser as follows:
1. DEFINITIONS AND DELIVERY OF DOCUMENTS. All references
herein to this Contract shall be deemed to be references to this Contract as it
may from time to time be amended. The Trust engages in the business of investing
and reinvesting the assets of the Fund in the manner and in accordance with the
investment objective and restrictions specified in the Trust's declaration of
Trust, dated January 26, 1996 (the "Declaration of Trust"), and the currently
effective Prospectus (the "Prospectus") relating to the Fund included in the
Trust's Registration Statement, as amended from time to time (the "Registration
Statement"), filed by the Trust under the Investment Company Act of 1940 (the
"1940 Act") and the Securities Act of 1933 (the "1933 Act"). Copies of the
documents referred to in the preceding sentence have been furnished to the
Sub-Adviser.
<PAGE> 15
Any amendments to those documents shall be furnished to the
Sub-Adviser promptly.
2. REPRESENTATIONS. The Sub-Adviser is registered with the
Securities and Exchange Commission (the "SEC") as an investment adviser pursuant
to Section 203 of the Investment Advisers Act of 1940, as amended (the "Advisers
Act"), and agrees to maintain such registration during the term of this
agreement.
3. SUB-ADVISORY SERVICES.
(i) The Sub-Adviser shall act as sub-adviser
under the terms of this Contract and will use its best efforts to provide to the
Fund a continuing and suitable investment program consistent with the investment
policies, objectives and restrictions of the Fund, as set forth in the Trust's
Declaration of Trust, the Registration Statement, the applicable law and
provisions of the Internal Revenue Code of 1986, as amended, relating to
regulated investment companies, subject to policy decisions adopted by the
Trust's Board of Trustees, and will take any such actions as it may in its
opinion deem necessary or desirable for or incidental to any such purposes.
(ii) The Sub-Adviser will also, at its own
expense:
(a) furnish the Trust and the Adviser with
advice and recommendations, consistent with the
investment policies, objectives and restrictions of the
Fund;
(b) subject to such consultation as the
Adviser may request for a written response, determine
which Investments of the Fund should be purchased, held
or disposed of and what portion of such Assets, if any,
should be held in cash or cash equivalents, and the
rationale for those determinations;
(c) furnish the Adviser with a monthly
commentary and a quarterly report concerning market
overview, performance analysis and trading activity;
(d) subject to the supervision of the
Adviser, maintain and preserve certain records including
this Sub-Advisory Contract and any research provided to
the Adviser. The Sub-Adviser agrees that such Trust
records are the property of the Trust and that such
Trust records or copies thereof will be surrendered to
the Trust promptly upon request therefor;
(e) give instructions in the form of trade
tickets representing purchases and sales of the Fund's
portfolio securities to the Adviser via facsimile
transmission no later than trade date plus one; and
(f) cooperate generally with the Trust and
the Adviser so far as the Sub-Adviser is able to provide
information necessary for the operation of the
<PAGE> 16
Fund, including data processing, clerical and
bookkeeping services required in connection with
maintaining the financial accounts and records for the
Fund and the Trust, providing information necessary for
the preparation of registration statements and periodic
reports to be filed with the SEC, including Forms N-1A
and N-SAR, periodic statements, shareholder
communications and proxy materials furnished to holders
of shares of the Fund, filings with state "blue sky"
authorities and with United States and foreign agencies
responsible for tax matters, and other reports and
filings of like nature.
(iii) No provision of this Contract may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment, transfer, assignment,
sale, hypothecation or pledge of this Contract shall be effective until approved
by (a) the Trustees of the Trust, including a majority of the Trustees who are
not interested persons of the Adviser, of the Sub-Adviser or of the Trust (other
than as Trustees), cast in person at a meeting called for the purpose of voting
on such approval, and (b) a majority of the outstanding voting securities of the
Fund; provided, however, that the approval required in subsection (a) above,
shall be evidenced by a resolution of the entire Board of Trustees and of the
Trustees who are not interested persons of the Adviser, of the Sub-Adviser or of
the Trust (other than as Trustees); and provided further that such resolutions
shall be sent to the Sub-Adviser by facsimile and confirmed in writing by
letter.
(iv) All transactions in Investments shall be
subject to the rules, regulations and customs of the exchange or market and/or
clearing house through which the transactions are executed and to all Applicable
Law, and, if there is any conflict between any such rules, customs, law and the
provisions of this Contract the former shall prevail.
(v) The Sub-Adviser may not, without specific
instruction in writing (and compliance with applicable policies and restrictions
of the Fund set forth in its Registration Statement), borrow on the Fund or
Adviser's behalf or commit the Fund or Adviser to a contract (other than a trade
ticket).
(vi) The Sub-Adviser has the right under this
Contract to act for more than one client collectively (including the Adviser) in
any one transaction or series of transactions without prior reference to the
Adviser.
4. THE SUB-ADVISER.
(i) The Sub-Adviser shall act as agent for the
Adviser and shall be entitled to instruct such brokers and other agents as it
may decide. The Sub-Adviser may (and any such broker or sub-agent may) execute
transactions on the Adviser's behalf
<PAGE> 17
without prior disclosure to the Adviser of the fact that in doing so, it is or
may be dealing with or in circumstances involving an affiliate of the
Sub-Adviser; provided, however, that (a) the Sub-Adviser will not do business
with nor pay commissions to any affiliate in any portfolio transaction where an
affiliate acts as principal; (b) in purchasing Investments for the Funds,
neither the Sub-Adviser nor any of its directors, officers or employees will act
as principal or agent or receive any commissions; and (c) the Sub-Adviser shall
use its best efforts to obtain execution and pricing within the policy
guidelines, if any, determined by the Trustees and set forth in the Prospectus
and Statement of Additional Information of the Funds. The Sub-Adviser shall not
be under any duty to account to the Adviser for any profits or other benefits
received by the Sub-Adviser or any affiliate as a result of such transactions.
(ii) Should the Sub-Adviser deem it appropriate
to match one client's order with that of another client by acting as agent for
each party, prior written consent from both parties will be obtained before the
transaction is effected.
(iii) The Sub-Adviser may effect transactions with
or through the agency of another person with whom it has an arrangement under
which that person will from time to time provide to, or procure for, the
Sub-Adviser services or other benefits the nature of which are such that their
provision results, or is designed to result, in an improvement of the
Sub-Adviser's performance in providing services for its clients and for which
the Sub-Adviser makes no direct payment but instead undertakes to place business
(including business on behalf of the Adviser) with that person. All such
transactions effected for the Adviser will, however, secure best execution,
disregarding any benefit which might accrue to the Sub-Adviser from the
arrangement.
(iv) The Sub-Adviser shall not knowingly
recommend that the Fund purchase, sell or retain securities of any issue in
which the Sub-Adviser or any of its affiliated persons has a financial interest,
except in instances in which the Sub-Adviser fully discloses in writing to the
Adviser the nature of its financial interest prior to purchase, sale or
retention. It shall be the duty of the Adviser to notify the Trustees of the
Fund of these financial interests.
(v) The Adviser authorizes the Sub-Adviser to
disclose any information which it may be required to disclose under this
Contract, the Applicable Law, the rules and regulations of the SEC or of any
market on which an Investment is acquired.
(vi) Nothing herein contained shall prevent the
Sub-Adviser or any of its affiliated persons or associates from engaging in any
other business or from acting as investment adviser or Sub-Adviser for any other
person or entity, whether or not having investment policies similar to the Fund.
(vii) The Sub-Adviser will pay the cost of
maintaining the staff and personnel necessary for it to perform its obligations
under this Contract, the expenses of
<PAGE> 18
office rent, telephone and other facilities it is obligated to provide in order
to perform the services specified in Sections 3 and 4 and any other expenses
incurred by it in connection with the performance of its duties hereunder,
including, but not limited to, attendance in person at a minimum of one meeting
each year with the Board of Trustees of the Trust and the Adviser.
(viii) The Sub-Adviser will not be required to pay
any expenses which this Contract does not expressly state shall be payable by
it. In particular, and without limiting the generality of the foregoing but
subject to the provisions of Section 4(vii), the Sub-Adviser will not be
required to pay;
(a) the compensation and expenses of
Trustees of the Trust, and of independent advisers,
independent contractors, consultants, managers, and
other agents employed by the Trust other than through
the Sub-Adviser;
(b) legal, accounting and auditing fees and
expenses of the Fund;
(c) the fees or disbursements of the
custodian, the transfer agent and the dividend
disbursing agent;
(d) stamp and other duties, taxes,
impositions, governmental fees, and fiscal charges of
any nature whatsoever, assessed against the Fund's
assets and payable by the Trust;
(e) the cost of preparing and mailing
dividends, distributions, reports, notices and proxy
materials to shareholders, except that the Sub-Adviser
shall bear the costs of providing the services referred
to in Sections 3 and 4;
(f) brokers' commissions and underwriting
fees; and
(g) the expense of periodic calculations of
the net asset value of the Fund's shares.
5. FURTHER PROVISIONS.
(i) The Sub-Adviser enters into this Contract
for itself. The Adviser includes the Adviser's successors
in title or personal representatives as the case may be.
(ii) This Contract shall automatically terminate
in the event of its assignment or upon the termination of the Advisory Contract
with the Fund, and the Adviser shall immediately notify the Sub-Adviser of such
termination. No assignment of this Contract shall be made by the Sub-Adviser
without the consent of the Adviser.
(iii) If any provision of this Contract is or
becomes invalid or
<PAGE> 19
contravenes any applicable law, the remaining provisions shall remain in full
force and effect.
6. CLIENT MONEY AND CUSTODY.
The Sub-Adviser will not hold any client money on behalf of the
Adviser.
The Sub-Adviser shall not be the registered holder, or
custodian, of Investments or documents of title relating thereto.
7. INSTRUCTIONS AND COMMUNICATIONS. Instructions may be given
by the Adviser in writing (by letter or facsimile or telex with correct
answer-back) or by telephone unless it is required under an express provision of
this Contract for instructions to be given in writing. The Adviser shall give
written instructions to the Sub-Adviser at the Sub-Adviser's Registered Office.
The Sub-Adviser shall communicate with the Adviser in writing or by telephone
except when it is required to communicate in writing (by letter or facsimile or
telex with correct answer-back) either under this Contract or in accordance with
applicable law. The Sub-Adviser shall be required to communicate instructions in
the form of trade tickets by facsimile in accordance with Section 3(ii)(e)
hereof. The Sub-Adviser shall communicate with the Adviser at the Adviser's
address last notified to the Sub-Adviser. The Adviser shall be entitled to rely
on the instructions of any person who is listed on Appendix I and may assume the
genuineness of all signatures and the authenticity of all instructions and
communications unless the Adviser had reason to know such signatures,
instructions or communications were unauthorized. All trade tickets representing
purchases and sales of the Fund's portfolio securities shall be signed by at
least two such persons listed on Appendix I.
8. FEES AND EXPENSES. In consideration of the services to be
rendered, facilities furnished and expenses paid or assumed by the Sub-Adviser
under this Contract, the Adviser shall pay the Sub-Adviser a monthly fee at the
annual rate of up to 0.45% of the average net assets of the Fund managed by the
Sub-Adviser.
If the fees payable to the Sub-Adviser pursuant to this
paragraph 8 begin to accrue before the end of any month or if this Contract
terminates before the end of any month, the fees for the period from that date
to the end of that month or from the beginning of that month to the date of
termination, as the case may be, shall be prorated according to the proportion
which the period bears to the full month in which the effectiveness or
termination occurs. For purposes of calculating the monthly fees, the value of
the net assets of the Fund shall be computed in the manner specified in the
Prospectus for the computation of net asset value.
Notwithstanding the foregoing, if, after consultation with the
Sub-Adviser, the Adviser determines to waive any part of the fee paid to it by
the Fund, the fee paid to the Sub-Adviser hereunder may be reduced
proportionately.
<PAGE> 20
9. FORCE MAJEURE. The Sub-Adviser shall not be in breach of
this Contract if there is any total or partial failure of performance of its
duties and obligations occasioned by any act of God, fire, act of government or
state, war, civil commotion, insurrection, embargo, inability to communicate
with market makers for whatever reason, failure of any computer dealing system,
prevention from or hindrance in obtaining any raw materials, energy or other
supplies, labor disputes of whatever nature or any other reason (whether or not
similar in kind to any of the above) beyond the Sub-Adviser's control, provided
the Sub-Adviser has made every reasonable effort to overcome such difficulties.
10. NO PARTNERSHIP OR JOINT VENTURE. The Trust, the Adviser and
the Sub-Adviser are not partners of or joint venturers with each other and
nothing herein shall be construed so as to make them such partners or joint
ventures or impose any liability as such on any of them.
11. TERMINATION.
(i) This Contract shall become effective upon
the above date, and shall thereafter continue in effect; provided that this
Contract shall continue in effect for a period of more than two years only as so
long as the continuance is specifically approved at least annually by (a) a
majority of the Trustees of the Trust who are not interested persons of the
Adviser, the Sub-Adviser or the Trust (other than as Trustees), cast in person
at meeting called for the purpose of voting on such approval, and (b) either (i)
the Trustees of the Trust, or (ii) a majority of the outstanding voting
securities of the Fund. This Contract may, on 60 days' written notice, be
terminated at any time, without the payment of any penalty, by the Trustees of
the Trust, by vote of a majority of the outstanding voting securities of the
Trust, by the Adviser or by the Sub-Adviser. Termination shall not affect any
action taken by the Sub-Adviser permitted under this Contract prior to the date
of termination or any warranty or indemnity given by the Adviser under this
Contract or implied by law.
(ii) On termination by either party the
Sub-Adviser shall be entitled to receive from the Adviser all fees, costs,
charges and expenses accrued or incurred under this Contract up to the date of
termination including any additional expenses or losses necessarily incurred in
settling outstanding obligations or terminating this Contract, whether they
occur before or after the date of termination.
(iii) If the Adviser terminates this Contract, it
shall be subject to a proportion of the annual fee corresponding to the
proportion of the year that has expired when this Contract is terminated.
12. CAPTIONS. The captions in this Contract are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Contract may be executed simultaneously in two
<PAGE> 21
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
13. GOVERNING LAW. This Contract shall be construed in
accordance with laws of the State of New York and the applicable provision for
the Investment Company Act of 1940, as amended (the "1940 Act") and the Advisers
Act. As used herein the Terms "affiliated person", "assignment", "interested
person", and "vote of majority of the outstanding voting securities" shall have
the meaning set forth in the 1940 Act.
14. PERSONAL LIABILITY. The Trust's Declaration of Trust is on
file with the Secretary of State of the State of Delaware. The obligations of
the Trust are not personally binding upon, nor shall resort be had to the
private property of, any of the Trustees, shareholders, officers, employee or
agents of the Trust, but only the Trust's property shall be bound.
Yours very truly,
INTRUST BANK N.A.
By:
-----------------------
Title:
The foregoing Contract
is hereby agreed to as
of the date hereof
By:
-------------------------
Title: President
<PAGE> 22
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this ________ day of ________________, 1999 by and
between AMR Investment Services, Inc., a Delaware Corporation (the "Adviser"),
and Barrow, Hanley, Mewhinney & Strauss, Inc. (the "Sub-Adviser");
WHEREAS, the INTRUST Funds Trust (the "Trust"), a Delware business
trust, is an open-end, diversified management investment company registered
under the Investment Company Act of 1940, as amended ("1940 Act"), consisting of
several Funds of shares, each having its own investment policies; and
WHEREAS, the Trust has retained INTRUST Bank, N.A. ("INTRUST") to
provide the Trust with business and asset management services for the INTRUST
Stock Fund (the "Fund"), subject to the control of the Trust's Board of
Trustees;
WHEREAS, INTRUST has retained the Adviser to provide the Trust with
business and asset management services for the Fund;
WHEREAS, INTRUST's agreement with the Adviser permits the Adviser to
delegate to other parties certain of its asset management responsibilities; and
WHEREAS, the Adviser desires to retain the Sub-Adviser to render
investment management services to the Fund, and the Sub-Adviser is willing to
render such services;
NOW THEREFORE, in consideration of mutual covenants herein
contained, the parties hereto agree as follows:
1. DUTIES OF SUB-ADVISER. The Adviser employs the Sub-Adviser to
manage the investment and reinvestment of the Fund's assets and, with respect to
such assets, to continuously review, supervise, and administer the investment
program of the Fund, to determine in the Sub-Adviser's discretion the securities
to be purchased or sold, to provide the Adviser and the Trust with records
concerning the Sub-Adviser's activities which the Trust is required to maintain,
and to render regular reports to the Adviser and to the Trust's officers and
Trustees concerning the Sub-Adviser's discharge of the foregoing
responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities
subject to the Adviser's oversight and the control of the officers and the
Trustees of the Trust and in compliance with such policies as the Trustees may
from time to time establish, and in compliance with the objectives, policies,
and limitations for such Fund set forth in the Trust's current registration
statement as amended from time to time, and applicable laws and regulations. The
Sub-Adviser accepts such employment and agrees to render the services for the
compensation specified herein and to provide at its own expense
<PAGE> 23
the office space, furnishings and equipment and the personnel required by it to
perform the services on the terms and for the compensation provided herein. The
Adviser will instruct the Trust's Custodian(s) to hold and/or transfer the
Fund's assets in accordance with Proper Instructions received from the
Sub-Adviser. (For this purpose, the term "Proper Instructions" shall have the
meaning(s) specified in the applicable agreement(s) between the Trust and its
custodians.) The Sub-Adviser will not be responsible for Trust expenses except
as specified in this Agreement.
2. FUND TRANSACTIONS. The Sub-Adviser is authorized to select the
brokers or dealers (including, to the extent permitted by law and applicable
Trust guidelines, the Sub-Adviser or any of its affiliates) that will execute
the purchases and sales of Fund securities for the Fund and is directed to use
its best efforts to obtain the best net results with respect to brokers'
commissions and discounts as described in the Trust's current registration
statement as amended from time to time. In selecting brokers or dealers, the
Sub-Adviser may give consideration to factors other than price, including, but
not limited to, research services and market information. Any such services or
information which the Sub-Adviser receives in connection with activities for the
Trust may also be used for the benefit of other clients and customers of the
Sub-Adviser or any of its affiliates. The Sub-Adviser will promptly communicate
to the Adviser and to the officers and the Trustees of the Trust such
information relating to Fund transactions as they may reasonably request.
3. COMPENSATION OF THE SUB-ADVISER. For the services to be rendered
by the Sub-Adviser as provided in Sections 1 and 2 of this Agreement, the
Adviser shall pay to the Sub-Adviser compensation at the rate specified in
Schedule A attached hereto and made a part of this Agreement. Such compensation
shall be paid to the Sub-Adviser quarterly in arrears, and shall be calculated
by applying the annual percentage rate(s) as specified in the attached Schedule
A to the average month-end assets of the specified Funds during the relevant
quarter. Solely for the purpose of calculating the applicable annual percentage
rates specified in the attached Schedule(s), there shall be included such other
assets as are specified in said Schedule(s).
4. OTHER SERVICES. At the request of the Trust or the Adviser, the
Sub-Adviser in its discretion may make available to the Trust office facilities,
equipment, personnel, and other services. Such office facilities, equipment,
personnel and services shall be provided for or rendered by the Sub-Adviser and
billed to the Trust or the Adviser at a price to be agreed upon by the
Sub-Adviser and the Trust or the Adviser.
5. REPORTS. The Adviser (on behalf of the Trust) and the Sub-Adviser
agree to furnish to each other, if applicable, current prospectuses, proxy
statements, reports to shareholders, certified copies of their financial
statements, and such
<PAGE> 24
other information with regard to their affairs as each may reasonably request.
6. STATUS OF SUB-ADVISER. The services of the Sub-Adviser to the
Trust are not to be deemed exclusive, and the Sub-Adviser and its directors,
officers, employees and affiliates shall be free to render similar services to
others so long as its services to the Trust are not impaired thereby. The
Sub-Adviser shall be deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Adviser or the Trust in any way or otherwise be deemed an agent to
the Adviser or the Trust.
7. CERTAIN RECORDS. Any records required to be maintained and
preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated
under the 1940 Act which are prepared or maintained by the Sub-Adviser on behalf
of the Adviser or the Trust are the property of the Adviser or the Trust and
will be surrendered promptly to the Adviser or Trust on request.
8. LIABILITY OF SUB-ADVISER. No provision of this Agreement shall be
deemed to protect the Sub-Adviser against any liability to the Trust or its
shareholders to which it might otherwise be subject by reason of any willful
misfeasance, bad faith, or gross negligence in the performance of its duties or
the reckless disregard of its obligations under this Agreement.
9. PERMISSIBLE INTERESTS. To the extent permitted by law, Trustees,
agents, and shareholders of the Trust are or may be interested in the
Sub-Adviser (or any successor thereof) as directors, partners, officers, or
shareholders, or otherwise; directors, partners, officers, agents, and
shareholders of the Sub-Adviser are or may be interested in the Trust as
Trustees, shareholders or otherwise; and the Sub-Adviser (or any successor
thereof) is or may be interested in the Trust as a shareholder or otherwise;
provided that all such interests shall be fully disclosed between the parties on
an ongoing basis and in the Trust's registration statement as required by law.
10. DURATION AND TERMINATION. This Agreement, unless sooner
terminated as provided herein, shall continue for two years after its initial
approval and thereafter for periods of one year for so long as such continuance
thereafter is specifically approved at least annually (a) by the vote of a
majority of those Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval, and (b) by the Trustees of the Trust or by
vote of a majority of the outstanding voting securities of the Fund; provided,
however, that if the shareholders of the Fund fail to approve the Agreement as
provided herein, the Sub-Adviser may continue to serve hereunder in the manner
and to the extent permitted by the 1940 Act and rules thereunder. The foregoing
requirement that continuance of this Agreement be "specifically approved at
least annually" shall be
<PAGE> 25
construed in a manner consistent with the 1940 Act and the rules and regulations
thereunder. This Agreement may be terminated at any time, without the payment of
any penalty, by the Adviser, by vote of a majority of the Trustees of the Trust
or by vote of a majority of the outstanding voting securities of the Fund on not
less than 30 days' nor more than 60 days' written notice to the Sub-Adviser, or
by the Sub-Adviser at any time without the payment of any penalty, on 60 days'
written notice to the Adviser and the Trust. This Agreement will automatically
and immediately terminate in the event of its assignment. Any notice under this
Agreement shall be given in writing, addressed and delivered, or mailed
postpaid, to the other party at the primary office of such party, unless such
party has previously designated another address.
As used in this Section 10, the terms "assignment," "interested
persons," and a "vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in the 1940 Act and the rules and
regulations thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
11. SEVERABILITY. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of the State of Delaware, and notice is hereby given that this
instrument is not binding upon any of the Trustees, officers, or shareholders of
the Trust individually.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first written above.
<TABLE>
<CAPTION>
Barrow, Hanley, Mewhinney, & Strauss AMR Investment Services, Inc.
<S> <C>
By: By:
----------------------------
- ------------------------
Title: Title:
----------------------------
- ------------------------
</TABLE>
<PAGE> 26
Schedule A
to the
Investment Advisory Agreement
between
AMR Investment Services, Inc.
and
Barrow, Hanley, Mewhinney & Strauss, Inc.
AMR Investment Services, Inc. shall pay compensation to Barrow,
Hanley, Mewhinney & Strauss, Inc. pursuant to section 3 of the Investment
Advisory Agreement between said parties in accordance with the following annual
percentage rates:
0.30% per annum on the first $200 million
0.20% per annum on the next $300 million
0.15% per annum on the next $500 million
0.125% per annum on the excess over $1 billion.
In calculating the amount of assets under management solely for the
purpose of determining the applicable percentage rate, there shall be included
all other assets or trust assets of the AMR Investment Services Trust and
American Airlines, Inc. also under management by the Sub-Adviser (except assets
managed by the Sub-Adviser under the HALO Bond Program).
DATED: _________________, 1999
<PAGE> 27
SCHEDULE 1
DEFINITIONS
In this Contract the following expressions shall have the following
meaning unless the context otherwise requires:
"Applicable Law"
means applicable laws and regulations of the jurisdiction in
which the Adviser is domiciled and of the Securities and
Exchange Commission of the United States of America, and of any
governmental or self-regulatory organization of which the
Adviser is a member, each as from time to time amended;
"Assets"
means Investments of the Fund deposited by or on behalf of the
Adviser pursuant to which this Sub-Advisory Contract relates;
"Fund"
means the separate portfolio of Assets of the Trust on whose
behalf the Adviser has entered into this Sub-Advisory Contract;
"Investment"
means any asset, right or interest in respect of property of
any kind held by the Fund;
"Registered Office"
means One New York Plaza, 29th Floor, New York, New York 10004
Telephone: ____________. Facsimile: ___________. Telex: N/A_.
"Series"
means the series of shares of beneficial interest representing
undivided interests in the Trust's investment portfolios,
including the Fund.
____________, 1999
<PAGE> 28
APPENDIX I
AUTHORIZED SIGNATORY LIST
The following persons are authorized to give instructions on behalf of the
Sub-Adviser to the Adviser:
<TABLE>
<S> <C> <C>
NAME Signature Position
---- --------- --------
</TABLE>
FORM OF PROXY
<PAGE> 29
[Shareholder Name]
[Title (if applicable)]
[Address]
[Address]
[Shares Held]
INTRUST Funds Trust
SPECIAL MEETING OF SHAREHOLDERS
December 28, 1999
Stock Fund
SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF INTRUST FUNDS TRUST
The undersigned hereby appoints _____________ and _______________ proxies of the
undersigned, each with the power to appoint his substitute, for the Special
Meeting of Shareholders of the Stock Fund (the "Fund"), a separate series of
INTRUST Funds Trust, to be held at 9:00 a.m. (Eastern time) on December 28,
1999, at the Fund's offices located at 3435 Stelzer Road, Columbus, Ohio 43219,
and at any and all adjournments thereof (the "Meeting"), to vote, as designated
below, all shares of the Fund, held by the undersigned at the close of business
on November 22, 1999.
A signed proxy will be voted in favor of the Proposal listed below unless you
have specified otherwise. Please sign, date and return this proxy promptly. You
may vote only if you held shares in the Fund at the close of business on
November 22, 1999. Your signature authorizes the proxies to vote in their
discretion on such other business as may properly come before the Meeting
including, without limitation, all matters incident to the conduct of the
Meeting.
PLEASE VOTE BY FILLING IN ONE OF THE BOXES BELOW.
PROPOSAL: To approve a new investment sub-advisory agreement between INTRUST
Funds Trust and AMR Investment Services, Inc.( "AMR") and an investment
sub-advisory agreement between AMR and Barrow, Hanley, Mewhinney & Strauss, Inc.
("Barrow, Hanley") with respect to the Fund, pursuant to which AMR and Barrow,
Hanley would serve as the new sub-advisers of
<PAGE> 30
the Fund.
<TABLE>
<S> <C> <C>
FOR |_| AGAINST |_| ABSTAIN |_|
</TABLE>
Signed: Dated:
------------------------------------- ------------------------
[Shareholder Name]
Signed: Dated:
------------------------------------- ------------------------
[Signature(s) (if held jointly)]
Please sign exactly as the name or names appear on your shareholder account
statement. When signing as attorney, trustee, executor, administrator,
custodian, guardian or corporate officer, please give your full title. If shares
are held jointly, each shareholder should sign.
