Exhibit (h)(16)
FORM OF ADMINISTRATION AGREEMENT
AGREEMENT made as of the __ day of ___________, 2006 by and
between Phoenix Insight Funds Trust, a Massachusetts business trust (the
"Trust"), on its own behalf and on behalf of each of the Funds listed on
Schedule A, as such Schedule shall be amended from time to time (each, a "Fund,"
together, the "Funds"), and Phoenix Equity Planning Corporation, a Connecticut
corporation (the "Administrator").
W I T N E S S E T H:
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WHEREAS, the Trust is registered as an open-end diversified
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Trust, on behalf of each individual Fund, and the
Administrator are also parties to Advisory Contracts (the "Advisory Contracts")
pursuant to which Phoenix Investment Counsel, Inc. will serve as investment
adviser (the "Investment Adviser") to the Funds; and
WHEREAS, the Trust desires to retain the Administrator to
render or otherwise provide for administrative services in the manner and on the
terms and conditions hereafter set forth; and
WHEREAS, the Administrator desires to be so retained on said
terms and conditions.
NOW, THEREFORE, in consideration of the promises and the
mutual covenants hereinafter contained, the Trust and the Administrator agree as
follows:
1. Appointment and Acceptance. The Trust hereby appoints Phoenix
Equity Planning Corporation to act as Administrator of the Funds, subject to the
supervision and direction of the Board of Trustees of the Trust, as hereinafter
set forth. The Administrator hereby accepts such appointment and agrees to
furnish or cause to be furnished the services contemplated by this Agreement.
2. Duties of the Administrator.
(a) The Administrator shall perform or arrange for the
performance of the following administrative and clerical services: (i) maintain
and preserve the books and records, including financial and corporate records,
of the Trust as required by law or otherwise for the proper operation of the
Trust; (ii) prepare and, subject to approval by the Trust, file registration
statements, notices, reports, tax returns and other documents
required by U.S. Federal, state and other applicable laws and regulations (other
than state "blue sky" laws), including proxy materials and periodic reports to
Fund shareholders, oversee the preparation and filing of registration
statements, notices, reports and other documents required by state "blue sky"
laws, and oversee the monitoring of sales of shares of the Funds for compliance
with state securities laws; (iii) calculate and publish the net asset value of
each Fund's shares; (iv) calculate dividends and distributions and performance
data, and prepare other financial information regarding the Trust; (v) oversee
and assist in the coordination of, and, as the Board may reasonably request or
deem appropriate, make reports and recommendations to the Board on, the
performance of administrative and professional services rendered to the Funds by
others, including the custodian, registrar, transfer agent and dividend
disbursing agent, shareholder servicing agents, accountants, attorneys,
underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and
such other persons in any such other capacity deemed to be necessary or
desirable; (vi) furnish corporate secretarial services to the Trust, including,
without limitation, preparation of materials necessary in connection with
meetings of the Trust's Board of Trustees, including minutes, notices of
meetings, agendas and other Board materials; (vii) provide the Trust with the
services of an adequate number of persons competent to perform the
administrative and clerical functions described herein; (viii) provide the Trust
with administrative office and data processing facilities; (ix) arrange for
payment of each Fund's expenses; (x) provide routine accounting services to the
Funds, and consult with the Trust's officers, independent accountants, legal
counsel, custodian, accounting agent and transfer and dividend disbursing agent
in establishing the accounting policies of the Trust; (xi) prepare such
financial information and reports as may be required by any banks from which the
Trust borrows funds; (xii) develop and implement procedures to monitor each
Fund's compliance with legal and regulatory requirements and with each Fund's
investment policies and restrictions as set forth in each Fund's currently
effective Prospectus and Statement of Additional Information filed under the
Securities Act of 1933, as amended; (xiii) arrange for the services of persons
who may be appointed as officers of the Trust, including the President, Vice
Presidents, Treasurer, Secretary and one or more assistant officers; and (xiv)
provide such assistance to the Investment Adviser, the custodian, other Trust
service providers and the Fund counsel and auditors as generally may be required
to carry on properly the business and operations of the Trust. The Trust agrees
to cause the portfolio management agent to deliver to the Administrator, on a
timely basis, such information as may be necessary or appropriate for the
Administrator's performance of its duties and responsibilities hereunder,
including but not limited to, shareholder reports, records of transactions,
valuations of investments (which may be based on information provided by a
pricing service) and records of expenses borne by each Fund, and the
Administrator shall be entitled to rely on the accuracy and completeness of such
information in performing its duties hereunder. Notwithstanding anything to the
contrary herein contained, the Trust, and not the Administrator, shall be
responsible for and bear the cost of any third party pricing services and any
third party blue sky services.
(b) In providing for any or all of the services listed in
section 2(a) hereof, and in satisfaction of its obligations to provide such
services, the Administrator may enter into agreements with one or more other
persons to provide such services to the Trust,
provided that any such agreement shall have been approved by the Board of
Trustees of the Trust, and provided further that the Administrator shall be as
fully responsible to the Funds for the acts and omissions of any such service
providers as it would be for its own acts or omissions hereunder.
(c) All activities of the Administrator shall be conducted in
accordance with the Trust's Declaration of Trust, By-laws and prospectus, under
the supervision and direction of the Board of Trustees, and in conformity with
the 1940 Act and other applicable federal and state securities laws and
regulations.
3. Expenses of the Administrator. The Administrator assumes the
expenses of and shall pay for maintaining the staff and personnel necessary to
perform its obligations under this Agreement, and shall at its own expense
provide office space, facilities, equipment and the necessary personnel which it
is obligated to provide under section 2 hereof, except that the Trust shall pay
the expenses of its legal counsel and independent auditors. In addition, the
Administrator shall be responsible for the payment of any persons engaged
pursuant to section 2(b) hereof. The Trust shall assume and pay or cause to be
paid all other expenses of the Funds.
4. Compensation of the Administrator. For the services provided
to the Trust and each Fund by the Administrator pursuant to this Agreement, each
Fund shall pay the Administrator monthly for its services, fees at the following
annual rates based on the aggregate average daily net assets of the Trust, plus
out of pocket expenses:
Net Assets Administrative Fee
First $5 Billion .09%
Next $10 Billion .08%
Over $15 Billion .07%
5. Limitation of Liability of the Administrator; Indemnification.
The Administrator shall not be liable to the Trust or any Fund for any error of
judgment or mistake of law or for any loss arising out of any act or omission by
the Administrator, or any persons engaged pursuant to section 2(b) hereof,
including officers, agents and employees of the Administrator and its
affiliates, in the performance of its duties hereunder. Nothing herein contained
shall be construed to protect the Administrator against any liability to the
Trust, a Fund, or shareholders to which the Administrator shall otherwise be
subject by reason of willful misfeasance, bad faith, or negligence in the
performance of its duties, or reckless disregard of its obligations and duties
hereunder.
6. Activities of the Administrator. The services of the
Administrator under this Agreement are not to be deemed exclusive, and the
Administrator and any person controlled by or under common control with the
Administrator shall be free to render similar services to others and services to
the Trust in other capacities.
7. Duration and Termination of this Agreement.
(a) This Agreement shall become effective as of the date first
above written and shall continue in effect with respect to each Fund for a
period of two (2) years from the date hereof, and thereafter from year to year
so long as such continuation is specifically approved at least annually by the
Board of Trustees of the Trust, including a majority of the Trustees who are not
"interested persons" of the Trust within the meaning of the 1940 Act and who
have no direct or indirect interest in this Agreement; provided, however, that
this Agreement may be terminated at any time without the payment of any penalty,
on behalf of any or all of the Funds, by the Trust, by the Board or, with
respect to any Fund, by "vote of a majority of the outstanding voting
securities" (as defined in the 0000 Xxx) of that Fund, or by the Administrator
on not less than 60 days' written notice to the other party. This Agreement
shall automatically terminate in the event of its "assignment" as defined in the
1940 Act.
(b) The Administrator hereby agrees that the books and records
prepared hereunder with respect to the Trust are the property of the Trust and
further agrees that upon the termination of this Agreement or otherwise upon
request the Administrator will surrender promptly to the Trust copies of the
books and records maintained or required to be maintained hereunder, including
in such machine-readable form as agreed upon by the parties, in accordance with
industry practice, where applicable.
8. Amendments of this Agreement. This Agreement may be amended by
the parties hereto only if such amendment is specifically approved by the Board
of Trustees of the Trust and such amendment is set forth in a written instrument
executed by each of the parties hereto.
9. Limitation of Liability. It is expressly agreed that the
obligations of the Trust hereunder shall not be binding upon any of the
Trustees, shareholders, nominees, officers, agents or employees of the Trust
personally, but bind only the Trust property of the Trust, as provided in the
Declaration of Trust. The execution and delivery of this Agreement have been
authorized by the Trustees and shareholders of the Trust and signed by the
President of the Trust, acting as such, and neither such authorization by such
Trustees and shareholders nor such execution and delivery by such officer shall
be deemed to have been made by any of them individually or be binding upon or
impose any liability on any of them personally, but shall bind only the trust
property of the Trust as provided in its Declaration of Trust.
10. Governing Law. The provisions of this Agreement shall be
construed and interpreted in accordance with the laws of the State of
Connecticut as at the time in effect and the applicable provisions of the 1940
Act. To the extent that the applicable law of the State of Connecticut, or any
provisions herein, conflict with the applicable provisions of the 1940 Act, the
latter shall control.
11. Counterparts. This Agreement may be executed by the parties
hereto in counterparts and if so executed, the separate instruments shall
constitute one agreement.
12. Notices. All notices or other communications hereunder to
either party shall be in writing and shall be deemed to be received on the
earlier date of the date actually received or on the fourth day after the
postmark if such notice is mailed first class postage prepaid. Notice shall be
addressed: (a) if to the Administrator, to the attention of: ___________________
or (b) if to the Trust, to the attention of: President, Phoenix Insight Funds
Trust, Xxx Xxxxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxx, XX 00000 or at such other
address as either party may designate by written notice to the other. Notice
shall also be deemed sufficient if given by telecopier, telegram or similar
means of same day delivery (with a confirming copy by mail as provided herein).
13. Separate Funds. This Agreement shall be construed to be made
by the Trust as a separate agreement with respect to each Fund, and under no
circumstances shall the rights, obligations or remedies with respect to a
particular Fund be deemed to constitute a right, obligation or remedy applicable
to any other Fund.
14. Entire Agreement. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof and
supersedes any prior arrangements, agreements or understandings.
15. Limitation of Liability. The names "Phoenix Insight Funds
Trust" and "Trustees of Phoenix Insight Funds Trust" refer respectively to the
Trust created and the Trustees as trustees but not individually or personally,
acting from time to time under a Declaration of Trust dated [date] which is
hereby referred to and a copy of which is on file at the office of the Secretary
of State of the Commonwealth of Massachusetts and at the principal office of the
Trust. The obligations of "Phoenix Insight Funds Trust" entered into in the name
or on behalf thereof by any of the Trustees, officers, representatives or agents
are not made individually, but in such capacities, and are not binding upon any
of the Trustees, shareholders, officers, representatives or agents of the Trust
personally, but bind only the Trust property, and all persons dealing with any
class of shares of the Trust must look solely to the Trust property belonging to
such class for the enforcement of any claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
PHOENIX INSIGHT FUNDS TRUST
By:
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Name:
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Title:
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PHOENIX EQUITY PLANNING CORPORATION
By:
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Name:
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Title:
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Dated: ____________, 2006
SCHEDULE A
Phoenix Insight Equity Fund
Phoenix Insight Growth Fund
Phoenix Insight Small-Cap Opportunity Fund
Phoenix Insight Index Fund
Phoenix Insight International Fund
Phoenix Insight Balanced Fund
Phoenix Insight Convertible Securities Fund
Phoenix Insight Bond Fund
Phoenix Insight Intermediate Government Bond Fund
Phoenix Insight Intermediate Tax-Exempt Bond Fund
Phoenix Insight Tax-Exempt Bond Fund
Phoenix Insight Core Equity Fund
Phoenix Insight Emerging Markets Fund
Phoenix Insight Small Cap Value Fund
Phoenix Insight High Yield Bond Fund
Phoenix Insight Short/Intermediate Bond Fund
Phoenix Insight Government Money Market Fund
Phoenix Insight Money Market Fund
Phoenix Insight Tax-Exempt Money Market Fund
