EXHIBIT 5(A)(II)
▇▇▇▇▇▇ INSIGHT FUNDS TRUST
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▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
January 21, 1997
▇▇▇▇▇▇ Trust and Savings Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
To Whom It May Concern:
Reference is made to the Investment Advisory Agreement between ▇▇▇▇▇▇
Insight Funds Trust (the "Trust") and ▇▇▇▇▇▇ Trust and Savings Bank dated
February 23, 1996 (the "Agreement").
Pursuant to Section 1 entitled "Appointment of Adviser," this writing
is to provide notice of the addition of a new series, ▇▇▇▇▇▇ Insight Small-Cap
Value Fund ("Small-Cap Value Fund") under the Trust. Small-Cap Value Fund is to
be considered a Fund under the Agreement and shall be subject to the provisions
of the Agreement to the same extent as the Funds named thereunder. The Trust
shall pay, on behalf of Small-Cap Value Fund, the Adviser a fee, computed and
accrued daily and payable on the first business day of each month at an annual
rate of 0.80% of the average daily net assets of Small-Cap Value Fund. Such fee
as is attributable to Small-Cap Value Fund shall be a separate charge to
Small-Cap Value Fund and shall be the several (and not joint or joint and
several) obligation of Small-Cap Value Fund.
The Trust requests that you act as Investment Adviser with respect to
Small-Cap Value Fund while continuing to act as Investment Adviser with respect
to the Funds named in the Agreement.
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
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Accepted: ▇▇▇▇▇▇ Trust and Savings Bank
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
