Exhibit (d)(2)(b)
XXXXXX INSIGHT FUNDS TRUST
AMENDMENT TO INVESTMENT ADVISORY CONTRACT
This amendment between Xxxxxx Insight Funds Trust, a Massachusetts Business
Trust (the "Trust"), and Xxxxxx Investment Management, Inc., a Delaware
Corporation (the "Adviser"), is entered into as of October 29, 2002 and amends
the Investment Advisory Contract between the parties dated April 28, 2000, as
heretofore amended (the "Investment Advisory Contract").
RECITALS
A. The Trust originally entered into the Investment Advisory Contract
with Xxxxxx Trust and Savings Bank, and that contract was assumed by
Adviser as successor investment adviser on April 30, 2001.
B. The parties wish to amend the Investment Advisory Contract to
recognize expressly the authority of the Adviser to exercise voting
rights and take other corporate actions.
AGREEMENT
In consideration of the mutual covenants and agreements of the parties
hereto as herein set forth, the parties agree that the Investment Advisory
Contract is further amended by adding the following sentence at the end of
section 2(a) of that contract;
The Adviser shall determine the manner in which voting rights,
rights to consent to corporate action and any other rights
pertaining to Trust's portfolio securities shall be exercised
and shall have the right to exercise any and all of those
rights, except as otherwise directed by the Board of Trustees.
The parties have executed and delivered this amendment as of the date first
above written.
XXXXXX INSIGHT FUNDS TRUST
BY: /S/ XXXXX X. XXXXXXXX
NAME: XXXXX X. XXXXXXXX
TITLE: PRESIDENT
XXXXXX INVESTMENT MANAGEMENT, INC.
BY: /S/ XXXXXXX X. XXXXXXXXX
NAME: XXXXXXX X. XXXXXXXXX
TITLE: PRESIDENT
