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EXHIBIT (d)(1)(ii)
ASSUMPTION AGREEMENT
This assumption agreement (the "Agreement") is made as of this ____ day
of December, 1999 by and between INTRUST Financial Services, Inc., a Kansas
corporation ("INTRUST Financial"), INTRUST Bank, N.A., a national banking
association, ("INTRUST Bank") and INTRUST Funds Trust, a Delaware business trust
registered as an investment company under the Investment Company Act of 1940, as
amended ("INTRUST Funds").
WHEREAS, INTRUST Bank and INTRUST Funds, are parties to a Master
Investment Advisory Contract dated as of November 26, 1996, as amended (the
"Advisory Contract"); and
WHEREAS, INTRUST Financial Services, Inc. wishes to assume INTRUST
Bank's duties and obligations under the Advisory Contract.
NOW, THEREFORE, based on the foregoing, the parties agree as follows:
1. Assumption. INTRUST Financial, intending to be legally
bound, hereby agrees to assume and perform all duties
and obligations of INTRUST Bank under the Advisory
Contract.
2. Guaranty and Indemnity. INTRUST Bank hereby irrevocably
and unconditionally guarantees to INTRUST Funds the
full performance of all of the obligations of INTRUST
Financial under the provisions of the Advisory Contract
hereby assumed by INTRUST Financial.
INTRUST Bank agrees to indemnify, defend and hold
harmless the INTRUST Funds from and against any and all
loss, cost, damage or expense (including reasonable
fees of counsel) whatsoever resulting from or arising
out of any breach by INTRUST Financial of any
obligation of the Advisory Contract hereby assumed by
INTRUST Financial.
INTRUST Bank hereby waives any requirement that INTRUST
Funds exhaust any right or remedy or proceed or take
any action against INTRUST Financial or any other
person or entity before exercising any right or remedy
against INTRUST Bank under this Agreement.
The obligations of INTRUST Bank hereunder are absolute
and unconditional. INTRUST Bank's guaranty and
indemnity shall be a continuing guaranty and indemnity
and shall continue in full force and effect until all
of the obligations hereby assumed by INTRUST Financial
shall have been satisfied in full.
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IN WITNESS WHEREOF, INTRUST Financial, INTRUST Bank and INTRUST Funds
hereby execute this Agreement as of the day and year first above written.
INTRUST FINANCIAL SERVICES, INC.
By:
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Name: Xxxxxxx X. Xxxxxx
Title: President
INTRUST BANK, N.A.
By:
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Name:
Title:
INTRUST FUNDS TRUST
By:
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Name:
Title:
