EXHIBIT 5(A)(III)
▇▇▇▇▇▇ INSIGHT FUNDS TRUST
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__________, 1997
▇▇▇▇▇▇ Trust and Savings Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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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 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 provisions of
the Agreement to the same extent as the Funds named thereunder. The Trust shall
pay, on behalf of Emerging Markets Fund, the Adviser a fee, computed and accrued
daily and payable on the first business day of each month at an annual rate of
1.25% of the average daily net assets of Emerging Markets Fund. Such fee as is
attributable to Emerging Markets Fund shall be a separate charge to Emerging
Markets Fund and shall be the several (and not joint or joint and several)
obligation of Emerging Markets Fund.
The Trust requests that you act as Investment Adviser with respect to Emerging
Markets Fund while continuing to act as Investment Adviser with respect to the
Funds named in the Agreement. With respect to your employment of a Subadviser
pursuant to the Agreement, it is understood that from time to time such
Subadviser may employ or associate with such persons believed by the Subadviser
to be particularly fitted to assist in the execution of its duties as Subadviser
so long as (i) such association or employment in no way diminishes the
Subadviser's obligations regarding such duties, and (ii) the cost of performance
of such duties by another is borne and paid for by the Subadviser.
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: ▇▇▇▇▇▇ Trust and Savings Bank
By:
