EXHIBIT 5(B)(III)
▇▇▇▇▇▇ INSIGHT FUNDS TRUST
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________, 1997
▇▇▇▇▇▇ Investment Management, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Chicago, Illinois 60603
To Whom It May Concern:
Reference is made to the Portfolio Management Agreement on behalf of
▇▇▇▇▇▇ Insight Funds Trust (the "Trust") between ▇▇▇▇▇▇ Trust and Savings Bank
and ▇▇▇▇▇▇ Investment Management, Inc. dated February 23, 1996 (the
"Agreement").
Pursuant to Section 1 entitled "Appointment of Subadviser," this
writing is to provide notice of the addition of a new series, ▇▇▇▇▇▇ Insight
Emerging Markets Fund ("Emerging Markets Fund") under the Trust. Emerging
Markets Fund is to be considered a Fund under the Agreement and shall be subject
to the terms set forth thereunder unless otherwise provided herein. For services
to be rendered and all expenses to be assumed and to be paid by the Adviser, the
Adviser shall pay to the Portfolio Management Agent a fee, computed and accrued
daily and payable on the first business day of each month, at the annual rate
considered separately on a portfolio basis of 1.25% of the average daily net
assets of Emerging Markets Fund.
The Trust requests that you act as Portfolio Management Agent with
respect to Emerging Markets Fund while continuing to act as Portfolio Management
Agent with respect to the Funds named in the Agreement. It is understood that
from time to time you may employ or associate with such persons as you believe
to be particularly fitted to assist in the execution of your duties under the
Agreement so long as (i) such association or employment in no way diminishes
your obligations regarding such duties, and (ii) the cost of performance of such
duties by another is borne and paid for by you.
If the foregoing is in accordance with your understanding, please so
indicate by signing and returning to us the enclosed copy hereof.
Sincerely,
▇▇▇▇▇▇ Insight Funds Trust
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Accepted: ▇▇▇▇▇▇ Investment Management, Inc.
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By:
