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EXHIBIT 5a
MASTER INVESTMENT ADVISORY CONTRACT
INTRUST FUNDS TRUST
0000 XXXXXXX XXXX
XXXXXXXX, XXXX 00000
November 25, 1996
INTRUST Bank, N.A.
000 Xxxxx Xxxx Xxxxxx
Xxx Xxx
Xxxxxxx, Xxxxxx 00000
Dear Sirs or Madams:
This will confirm the agreement between INTRUST FUNDS Trust (the
"Trust") and INTRUST Bank, N.A. (the "Adviser") as follows:
1. DEFINITIONS AND DELIVERY OF DOCUMENTS. The Trust has been
organized as a business trust under the laws of the State of Delaware and is an
open-end management investment company. The Trust's shares of beneficial
interest may be classified into series in which each series represents the
entire undivided interests of a separate portfolio of assets. For all purposes
of this Contract, a "Fund" shall mean a separate portfolio of assets of the
Trust with respect to which the Trust has entered into an Investment Advisory
Contract Supplement, and a "Series" shall mean the series of shares of
beneficial interest representing undivided interests in a Fund. All references
herein to this Contract shall be deemed to be references to this Contract as it
may from time to time be supplemented by Investment Advisory Contract
Supplements. The Trust engages in the business of investing and reinvesting
the assets of each Fund in the manner and in accordance with the investment
objective and restrictions specified in the Trust's Certificate of Trust, dated
January 26, 1996 (the "Certificate of Trust"), and the Prospectus or
Prospectuses (the "Prospectus") relating to the Trust and the Funds included in
the Trust's Registration Statement, as amended from time to time (the
"Registration Statement"), filed by the Trust under the Investment Company Act
of 1940 (the "1940 Act") and the Securities Act of 1933 (the "1933 Act").
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Copies of the documents referred to in the preceding sentence have been
furnished to the Adviser. Any amendments to those documents shall be furnished
to the Adviser promptly.
2. INVESTMENT ADVISORY AND MANAGEMENT SERVICES. (a) The
Adviser shall provide to the Trust investment guidance and policy direction in
connection with the management of the portfolio of each Fund, including oral
and written research, analysis, advice, statistical and economic data and
information and judgments, of both a macroeconomic and microeconomic character,
concerning, among other things, interest rate trends, portfolio composition,
credit conditions of both a general and special nature and the average
maturity of the portfolio of each Fund.
(b) The Adviser shall also provide to the Trust's
officers administrative assistance in connection with the operation of the
Trust and each of the Funds. Administrative services provided by the Adviser
shall include (i) data processing, clerical and bookkeeping services required
in connection with maintaining the financial accounts and records for the Trust
and each of the Funds, (ii) the compilation of statistical and research data
required for the preparation of periodic reports and statements of each of the
Funds which are distributed to the Trust's officers and Board of Trustees,
(iii) the compilation of information required in connection with the Trust's
filings with the Securities and Exchange Commission and (iv) such other
services as the Adviser shall from time to time determine, upon consultation
with the Administrator, to be necessary or useful to the administration of the
Trust and each of the Funds.
(c) As a manager of the assets of each Fund, the
Adviser shall make investments for the account of each Fund in accordance with
the Adviser's best judgment and within the investment objectives and
restrictions of each such Fund set forth in the Trust's Declaration of Trust,
the Prospectus of each such Fund, the 1940 Act and the provisions of the
Internal Revenue Code relating to regulated investment companies, subject to
policy decisions adopted by the Trust's Board of Trustees. The Adviser shall
advise the Trust's Officers and Board of Trustees, at such times as the Board
of Trustees may specify, of investments made for each of the Funds and shall,
when requested by the Trust's officers or Board of Trustees, supply the reasons
for making particular investments.
(d) The Adviser, subject to and in accordance with any
directions which the Trust's Board of Trustees may issue from time to time,
shall place, in the name of the Funds, orders for the execution of the Fund's
securities transactions. When placing such orders the Adviser shall generally
seek to obtain the best net price and execution for the Funds, but this
requirement shall not be deemed to obligate the Adviser to place any order
solely on the basis of obtaining the lowest commission rate or spread if the
other standards set forth below have been satisfied. The parties recognize that
there are likely to be many cases in which different brokers or dealers are
equally able to provide such best price and execution and that, in selecting
among such brokers or dealers with respect to particular trades, it is
desirable to choose those brokers or dealers who furnish research, statistics,
quotations and other information to the Funds and the Adviser in accordance
with the standards set forth below. Moreover, to the extent that it continues
to be lawful to do so and so long as the Board of Trustees determines that the
Funds will benefit, directly or indirectly, by doing so, the Adviser may place
orders with a broker who charges a commission for that transaction which is in
excess of the amount of commission that another broker would have charged for
effecting that transaction, provided that the excess commission is reasonable
in relation to the value of "brokerage and research services" (as defined in
Section 28(e)(3) of the Securities Exchange Act of 1934) provided by that
broker.
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Accordingly, the Trust and the Adviser agree that the Adviser shall
select brokers for the execution of the Funds' transactions from among those
brokers and dealers who provide quotations and other services to the Funds,
specifically including the quotations necessary to determine the Funds' net
assets, in such amount of total brokerage as may reasonably be required in
light of such services; and those brokers and dealers who supply research,
statistical and other data to the Adviser or its affiliates which the Adviser
or its affiliates may lawfully and appropriately use in their investment
advisory capacities, which relate directly to securities, actual or potential,
of the Funds, or which place the Adviser in a better position to make decisions
in connection with the management of the Funds' assets and securities, whether
or not such data may also be useful to the Adviser and its affiliates in
managing other portfolios or advising other clients, in such amount of total
brokerage as may reasonably be required.
(e) The Adviser shall render regular reports to the
Trust, not more frequently than quarterly, of how much total business for the
Funds' portfolio transactions has been placed by the Adviser with brokers or
dealers falling into each of the categories referred to above and the manner in
which the allocation has been accomplished.
(f) The Adviser agrees that no investment decision
will be made or influenced by a desire to direct portfolio transactions for
allocation in accordance with the foregoing, and that the right to make such
allocation shall not interfere with the Adviser's paramount duty to obtain the
best net price and execution for the Funds.
(g) The Adviser shall furnish to the Board of Trustees
periodic reports on the investment performance of each Fund and on the
performance of its obligations under this Contract and shall supply such
additional reports and information as the Trust's officers or Board of Trustees
shall reasonably request.
3. EXPENSES. (a) The Adviser shall, at its expense, (i)
employ or associate with itself such persons as it believes appropriate to
assist in performing its obligations under this Contract and (ii) provide all
advisory services, equipment, facilities and personal necessary to perform its
obligations under this Contract.
The Trust shall be responsible for all of its expenses and
liabilities, including compensation of its Trustees who are not affiliated with
the Administrator or the Adviser or any of their affiliates; taxes and
governmental fees; interest charges; fees and expenses of the Trust's
independent accountants and legal counsel; trade association membership dues;
fees and expenses of any custodian (including for keeping books and accounts
and calculating the net asset value of shares of each Series, transfer agent,
registrar and dividend disbursing agent of the Trust; expenses of issuing,
selling, redeeming, registering and qualifying for sale the Trust's shares of
beneficial interest; expenses of preparing and printing share
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certificates, prospectuses, shareholders' reports, notices, proxy statements
and reports to regulatory agencies; the cost of office supplies; travel
expenses of all officers, trustees and employees; insurance premiums;
brokerage and other expenses of executing portfolio transactions; expenses of
shareholders' meetings; organizational expenses; and extraordinary expenses).
4. LIMITATION OF LIABILITY OF ADVISER. The Adviser shall give
the Trust the benefit of the Adviser's best judgment and efforts in rendering
services under this Contract. As an inducement to the Adviser's undertaking to
render these services, the Trust agrees that the Adviser shall not be liable
under this Contract for any mistake in judgment or in any other event
whatsoever except for lack of good faith, provided that nothing in this
Contract shall be deemed to protect or purport to protect the Adviser against
any liability to the Trust or its shareholders to which the Adviser would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Adviser's duties under this Contract or by
reason of the Adviser's reckless disregard of its obligations and duties
hereunder.
5. COMPENSATION OF THE ADVISER. In consideration of the
services to be rendered, facilities furnished and expenses paid or assumed by
the Adviser under this Contract, the Trust shall pay the Adviser a fee with
respect to each Fund in accordance with the applicable Investment Advisory
Contract Supplement. Fees under this Contract will begin to accrue on the
first day of a Fund's operations.
If the fees payable to the Adviser pursuant to this paragraph 5 and
the applicable Investment Advisory Contract Supplement begin to accrue before
the end of any month or if this Contract terminates before the end of any
month, the fees for the period from that date to the end of that month or from
the beginning of that month to the date of termination, as the case may be,
shall be prorated according to the proportion which the period bears to the
full month in which the effectiveness or termination occurs. For purposes of
calculating the monthly fees, the value of the net assets of each Fund shall be
computed in the manner specified in the Prospectus for the computation of net
asset value. For purposes of this Contract, "business day" means each weekday
except those holidays on which the Federal Reserve Bank of New York, the New
York Stock Exchange (the "Exchange") or the Adviser are closed. Currently,
those holidays include: New Year's Day, Xxxxxx Xxxxxx Xxxx, Xx. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Columbus Day, Veterans' Day, Thanksgiving and Christmas.
6. DURATION AND TERMINATION OF THIS CONTRACT. This Contract
and any Investment Advisory Contract Supplement, shall become effective with
respect to a Fund on the date specified in the Supplement and shall thereafter
continue in effect provided, that this Contract shall continue in effect with
respect to a Fund for a period of more than two years from such date specified
in the Supplement only so long as the continuance is specifically approved at
least annually (a) by the vote of a majority of the outstanding voting
securities of that Fund (as defined in the 1940 Act) or by the Trust's Board of
Trustees and (b) by the vote, cast in person at a meeting called for the
purpose, of a majority of the Trust's Trustees who are not parties to this
Contract or "interested persons" (as defined in the 1940 Act) of any such
party. This Contract may be terminated with respect to a Fund at any time,
without the payment of any penalty, by a vote of a majority of the outstanding
voting securities of that Fund (as defined in the 1940 Act) or by a vote of a
majority of the Trust's Board of Trustees on 60 days' written notice to the
Adviser or by the Adviser on 60 days' written notice to the Trust. If this
Contract is terminated with respect to any Fund, it shall nonetheless remain in
effect with respect to any remaining Funds. This Contract shall terminate
automatically in the event of its assignment (as defined in the 1940 Act).
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7. AMENDMENT OF THIS CONTRACT. No provision of this Contract
may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought, and no amendment, transfer,
assignment, sale, hypothecation or pledge of this Contract shall be effective
until approved by (a) the vote, cast in person at a meeting called for the
purpose, of a majority of the Trustees who are not parties to this Contract or
"interested persons" (as defined in the 1940 Act) of any such party, and (b)
with respect to any Fund affected by such change, waiver, discharge or
termination, by the vote of a majority of the outstanding voting securities of
the Series relating to such Fund, provided that no approval shall be required
pursuant to this clause (b) in respect of an Investment Advisory Contract
Supplement entered into to add a Fund to those covered by this Contract (or any
amendment or termination of such Supplement) by the holders of the outstanding
voting securities of any Series other than that of such Fund.
8. OTHER ACTIVITIES OF THE ADVISER. Except to the extent
necessary to perform the Adviser's obligations under this Contract, nothing
herein shall be deemed to limit or restrict the right of the Adviser, or any
affiliate of the Adviser, or any employee of the Adviser, to engage in any
other business or to devote time and attention to the management or other
aspects of any other business, whether of a similar or dissimilar nature, or to
render services of any kind to any other corporation, firm, individual or
association.
9. MISCELLANEOUS. The captions in this Contract are included
for convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Contract may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. The Declaration of the Trust has been filed with
the Secretary of State of the State of Delaware. The obligations of the Trust
are not personally binding upon, nor shall resort be had to the private
property of, any of the Trustees, shareholders, officers, employees or agents
of the Trust, but only the Trust's property shall be bound.
The Trust recognizes that from time to time directors, officers and
employees of the Adviser may serve as trustees, directors, officers and
employees of other business trusts and corporations (including other investment
companies) and that such other entities may include the names "INTRUST " as
part of their name, and that the Adviser or its affiliates may enter into
investment advisory or other agreements with such other entities. If the
Adviser ceases to act as investment adviser to the Trust and its Funds, the
Trust agrees that, upon the instruction of the Adviser, the Trust will take all
necessary action to change the names of the Trust and the Funds to names not
including "INTRUST " in any form or combination of words.
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If the foregoing correctly sets forth the agreement between the
Trust and the Adviser please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
INTRUST FUNDS TRUST
By:
---------------------
Title:
ACCEPTED:
INTRUST BANK, N.A.
By:
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Title:
7
KANSAS TAX EXEMPT BOND FUND
INTRUST FUNDS TRUST
0000 XXXXXXX XXXX
XXXXXXXX, XXXX 00000
November 25, 1996
INTRUST Bank, N.A.
000 Xxxxx Xxxx Xxxxxx
Xxx Xxx
Xxxxxxx, Xxxxxx 00000
Investment Advisory Contract Supplement
Dear Sirs or Madams:
This will confirm the agreement between INTRUST Funds Trust (the
"Trust") and INTRUST Bank, N.A. (the "Adviser") as follows:
Kansas Tax Exempt Bond Fund (the "Fund") is a portfolio of the
Trust which has been organized as a business trust under the laws of the State
of Delaware and is an open-end management investment company. The Trust and
the Adviser have entered into a Master Investment Advisory Contract, dated
November 25, 1996 (as from time to time amended and supplemented, the "Master
Advisory Contract"), pursuant to which the Adviser has undertaken to provide or
make provision for the Trust for certain investment advisory and management
services identified therein and to provide certain other services, as more
fully set forth therein. Certain capitalized terms used without definition in
this Investment Advisory Contract Supplement have the meaning specified in the
Master Advisory Contract.
The Trust agrees with the Adviser as follows:
1. ADOPTION OF MASTER ADVISORY CONTRACT. The Master Advisory
Contract is hereby adopted for the Fund. The Fund shall be one of the "Funds"
referred to in the Master Advisory Contract.
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2. PAYMENT OF FEES. For all services to be rendered,
facilities furnished and expenses paid or assumed by the Adviser as provided in
the Master Advisory Contract and herein, the Fund shall pay a monthly fee on
the first business day of each month, based upon the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Fund during the
preceding month, at the annual rate of 0.30%.
If the foregoing correctly sets forth the agreement between the
Trust and the Adviser, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
KANSAS TAX EXEMPT BOND FUND,
INTRUST FUNDS Trust
By:
---------------------
Title:
The foregoing Contract
is hereby agreed to as of
the date hereof:
INTRUST BANK, N.A.
By:
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Title:
9
CASH RESERVE MONEY MARKET FUND
INTRUST FUNDS TRUST
0000 XXXXXXX XXXX
XXXXXXXX, XXXX 00000
November 25, 1996
INTRUST Bank, N.A.
000 Xxxxx Xxxx Xxxxxx
Xxx Xxx
Xxxxxxx, Xxxxxx 00000
Investment Advisory Contract Supplement
Dear Sirs or Madams:
This will confirm the agreement between INTRUST FUNDS Trust (the
"Trust") and INTRUST Bank, N.A. (the "Adviser") as follows:
Cash Reserve Money Market Fund (the "Fund") is a portfolio of the
Trust which has been organized as a business trust under the laws of the State
of Delaware and is an open-end management investment company. The Trust and
the Adviser have entered into a Master Investment Advisory Contract, dated
November 25, 1996 (as from time to time amended and supplemented, the "Master
Advisory Contract"), pursuant to which the Adviser has undertaken to provide or
make provision for the Trust for certain investment advisory and management
services identified therein and to provide certain other services, as more
fully set forth therein. Certain capitalized terms used without definition in
this Investment Advisory Contract Supplement have the meaning specified in the
Master Advisory Contract.
The Trust agrees with the Adviser as follows:
1. ADOPTION OF MASTER ADVISORY CONTRACT. The Master Advisory
Contract is hereby adopted for the Fund. The Fund shall be one of the "Funds"
referred to in the Master Advisory Contract.
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2. PAYMENT OF FEES. For all services to be rendered,
facilities furnished and expenses paid or assumed by the Adviser as provided in
the Master Advisory Contract and herein, the Fund shall pay a monthly fee on
the first business day of each month, based upon the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Fund during the
preceding month, at the annual rate of 0.25%.
If the foregoing correctly sets forth the agreement between the
Trust and the Adviser, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
CASH RESERVE MONEY MARKET FUND,
INTRUST FUNDS Trust
By:
---------------------
Title:
The foregoing Contract
is hereby agreed to as of
the date hereof:
INTRUST BANK, N.A.
By:
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Title:
11
SHORT TERM HIGH QUALITY FUND
INTRUST FUNDS TRUST
0000 XXXXXXX XXXX
XXXXXXXX, XXXX 00000
November 25, 1996
INTRUST Bank, N.A.
000 Xxxxx Xxxx Xxxxxx
Xxx Xxx
Xxxxxxx, Xxxxxx 00000
Investment Advisory Contract Supplement
Dear Sirs or Madams:
This will confirm the agreement between INTRUST Funds Trust (the
"Trust") and INTRUST Bank, N.A. (the "Adviser") as follows:
Short Term High Quality Fund (the "Fund") is a portfolio of the
Trust which has been organized as a business trust under the laws of the State
of Delaware and is an open-end management investment company. The Trust and
the Adviser have entered into a Master Investment Advisory Contract, dated
November 25, 1996 (as from time to time amended and supplemented, the "Master
Advisory Contract"), pursuant to which the Adviser has undertaken to provide or
make provision for the Trust for certain investment advisory and management
services identified therein and to provide certain other services, as more
fully set forth therein. Certain capitalized terms used without definition in
this Investment Advisory Contract Supplement have the meaning specified in the
Master Advisory Contract.
The Trust agrees with the Adviser as follows:
1. ADOPTION OF MASTER ADVISORY CONTRACT. The Master Advisory
Contract is hereby adopted for the Fund. The Fund shall be one of the "Funds"
referred to in the Master Advisory Contract.
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2. PAYMENT OF FEES. For all services to be rendered,
facilities furnished and expenses paid or assumed by the Adviser as provided in
the Master Advisory Contract and herein, the Fund shall pay a monthly fee on
the first business day of each month, based upon the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Fund during the
preceding month, at the annual rate of 0.40%.
If the foregoing correctly sets forth the agreement between the
Trust and the Adviser, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
SHORT TERM HIGH QUALITY FUND,
INTRUST FUNDS Trust
By:
---------------------
Title:
The foregoing Contract
is hereby agreed to as of
the date hereof:
INTRUST BANK, N.A.
By:
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Title:
13
INTERMEDIATE BOND INCOME FUND
INTRUST FUNDS TRUST
0000 XXXXXXX XXXX
XXXXXXXX, XXXX 00000
November 25, 1996
INTRUST Bank, N.A.
000 Xxxxx Xxxx Xxxxxx
Xxx Xxx
Xxxxxxx, Xxxxxx 00000
Investment Advisory Contract Supplement
Dear Sirs or Madams:
This will confirm the agreement between INTRUST FUNDS Trust (the
"Trust") and INTRUST Bank, N.A. (the "Adviser") as follows:
Intermediate Bond Income Fund (the "Fund") is a portfolio of the
Trust which has been organized as a business trust under the laws of the State
of Delaware and is an open-end management investment company. The Trust and
the Adviser have entered into a Master Investment Advisory Contract, dated
November 25, 1996 (as from time to time amended and supplemented, the "Master
Advisory Contract"), pursuant to which the Adviser has undertaken to provide or
make provision for the Trust for certain investment advisory and management
services identified therein and to provide certain other services, as more
fully set forth therein. Certain capitalized terms used without definition in
this Investment Advisory Contract Supplement have the meaning specified in the
Master Advisory Contract.
The Trust agrees with the Adviser as follows:
1. ADOPTION OF MASTER ADVISORY CONTRACT. The Master Advisory
Contract is hereby adopted for the Fund. The Fund shall be one of the "Funds"
referred to in the Master Advisory Contract.
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2. PAYMENT OF FEES. For all services to be rendered,
facilities furnished and expenses paid or assumed by the Adviser as provided in
the Master Advisory Contract and herein, the Fund shall pay a monthly fee on
the first business day of each month, based upon the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Fund during the
preceding month, at the annual rate of 0.40%.
If the foregoing correctly sets forth the agreement between the
Trust and the Adviser, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
INTERMEDIATE BOND INCOME FUND,
INTRUST FUNDS Trust
By:
---------------------
Title:
The foregoing Contract
is hereby agreed to as of
the date hereof:
INTRUST BANK, N.A.
By:
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Title:
15
STOCK APPRECIATION FUND
INTRUST FUNDS TRUST
0000 XXXXXXX XXXX
XXXXXXXX, XXXX 00000
November 25, 1996
INTRUST Bank, N.A.
000 Xxxxx Xxxx Xxxxxx
Xxx Xxx
Xxxxxxx, Xxxxxx 00000
Investment Advisory Contract Supplement
Dear Sirs or Madams:
This will confirm the agreement between INTRUST Funds Trust (the
"Trust") and INTRUST Bank, N.A. (the "Adviser") as follows:
Stock Appreciation Fund (the "Fund") is a portfolio of the Trust
which has been organized as a business trust under the laws of the State of
Delaware and is an open-end management investment company. The Trust and the
Adviser have entered into a Master Investment Advisory Contract, dated November
25, 1996 (as from time to time amended and supplemented, the "Master Advisory
Contract"), pursuant to which the Adviser has undertaken to provide or make
provision for the Trust for certain investment advisory and management services
identified therein and to provide certain other services, as more fully set
forth therein. Certain capitalized terms used without definition in this
Investment Advisory Contract Supplement have the meaning specified in the
Master Advisory Contract.
The Trust agrees with the Adviser as follows:
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1. ADOPTION OF MASTER ADVISORY CONTRACT. The Master Advisory
Contract is hereby adopted for the Fund. The Fund shall be one of the "Funds"
referred to in the Master Advisory Contract.
2. PAYMENT OF FEES. For all services to be rendered,
facilities furnished and expenses paid or assumed by the Adviser as provided in
the Master Advisory Contract and herein, the Fund shall pay a monthly fee on
the first business day of each month, based upon the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Fund during the
preceding month, at the annual rate of 1.00%.
If the foregoing correctly sets forth the agreement between the
Trust and the Adviser, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
STOCK APPRECIATION FUND,
INTRUST FUNDS Trust
By:
---------------------
Title:
The foregoing Contract
is hereby agreed to as of
the date hereof:
INTRUST BANK, N.A.
By:
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Title:
17
INTERNATIONAL MULTI-MANAGER FUND
INTRUST FUNDS TRUST
0000 XXXXXXX XXXX
XXXXXXXX, XXXX 00000
November 25, 1996
INTRUST Bank, N.A.
000 Xxxxx Xxxx Xxxxxx
Xxx Xxx
Xxxxxxx, Xxxxxx 00000
Investment Advisory Contract Supplement
Dear Sirs or Madams:
This will confirm the agreement between INTRUST FUNDS Trust (the
"Trust") and INTRUST Bank, N.A. (the "Adviser") as follows:
International Multi-Manager Fund (the "Fund") is a portfolio of the
Trust which has been organized as a business trust under the laws of the State
of Delaware and is an open-end management investment company. The Trust and
the Adviser have entered into a Master Investment Advisory Contract, dated
November 25, 1996 (as from time to time amended and supplemented, the "Master
Advisory Contract"), pursuant to which the Adviser has undertaken to provide or
make provision for the Trust for certain investment advisory and management
services identified therein and to provide certain other services, as more
fully set forth therein. Certain capitalized terms used without definition in
this Investment Advisory Contract Supplement have the meaning specified in the
Master Advisory Contract.
The Trust agrees with the Adviser as follows:
1. ADOPTION OF MASTER ADVISORY CONTRACT. The Master Advisory
Contract is hereby adopted for the Fund. The Fund shall be one of the "Funds"
referred to in the Master Advisory Contract.
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2. PAYMENT OF FEES. For all services to be rendered,
facilities furnished and expenses paid or assumed by the Adviser as provided in
the Master Advisory Contract and herein, the Fund shall pay a monthly fee on
the first business day of each month, based upon the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Fund during the
preceding month, at the annual rate of 1.25%.
If the foregoing correctly sets forth the agreement between the
Trust and the Adviser, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
INTERNATIONAL MULTI-MANAGER FUND,
INTRUST FUNDS Trust
By:
---------------------
Title:
The foregoing Contract
is hereby agreed to as of
the date hereof:
INTRUST BANK, N.A.
By:
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Title:
