EXHIBIT m.3
PHOENIX INSIGHT FUNDS TRUST
(the "Trust")
CLASS N SHARES
MONEY MARKET FUNDS
AMENDED AND RESTATED DISTRIBUTION PLAN
PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940
PHOENIX INSIGHT FUNDS TRUST
(the "Trust")
CLASS N SHARES
MONEY MARKET FUNDS
AMENDED AND RESTATED DISTRIBUTION PLAN
PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940
1. Introduction
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The Trust and Phoenix Equity Planning Corporation (the "Distributor"),
a broker-dealer registered under the Securities Exchange Act of 1934, have
entered into a Distribution Agreement pursuant to which the Distributor will act
as principal underwriter of each class of shares of the Trust for sale to the
permissible purchasers. The Trustees of the Trust have adopted a distribution
plan in accordance with the requirements of Section l2b-1 of the Investment
Company Act of 1940, as amended (the "Act") with respect to Class N shares of
the Trust and have determined that there is a reasonable likelihood that the
plan will benefit the Trust and its Class N shareholders (the "Original Plan").
The Trustees now wish to adopt this amended distribution plan (the "Amended
Plan")
2. Rule 12b-1 Fees
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The Trust shall pay the Distributor, at the end of each month, an
amount on an annual basis equal to 0.10% of the average daily value of the net
assets of the Trust's Class N shares, as compensation for providing personal
service to shareholders, including assistance in connection with inquiries
relating to shareholder accounts and maintaining shareholder accounts (the
"Service Fee") and for distribution related activities. Amounts paid or payable
by the Trust under this Amended Plan or any agreement with any person or entity
relating to the implementation of this Amended Plan ("related agreement") shall
only be used to pay for the activities described above.
3. Reports
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At least quarterly in each year this Amended Plan remains in effect,
the Trust's Principal Accounting Officer or Treasurer, or such other person
authorized to direct the disposition of monies paid or payable by the Trust,
shall prepare and furnish to the Trustees of the Trust for their review, and the
Trustees shall review, a written report complying with the requirements of Rule
l2b-1 under the Act regarding the amounts expended under this Amended Plan and
the purposes for which such expenditures were made.
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4. Required Approval
-----------------
This Amended Plan shall not take effect until it, together with any
related agreement, has been approved by a vote of at least a majority of the
Trust's Trustees as well as a vote of at least a majority of the Trustees of the
Trust who are not interested persons (as defined in the Act) of the Trust and
who have no direct or indirect financial interest in the operation of this
Amended Plan or in any related agreement (the "Disinterested Trustees"), cast in
person at a meeting called for the purpose of voting on this Amended Plan. The
Original Plan was previously approved by a vote of at least a majority of the
outstanding voting Class N shares (as such phrase is defined in the Act).
5. Term
----
This Amended Plan shall remain in effect for one year from the date of
its adoption and may be continued thereafter if specifically approved at least
annually by a vote of at least a majority of the Trustees of the Trust as well
as a majority of the Disinterested Trustees. This Amended Plan may be amended at
any time, provided that (a) the Amended Plan may not be amended to increase
materially the amount of the distribution expenses provided in Paragraph 2
hereof (including the Service Fee) without the approval of at least a majority
of the outstanding voting securities (as defined in the Act) of the Class N
shares of the Trust and (b) all material amendments to this Amended Plan must be
approved by a majority vote of the Trustees of the Trust and of the
Disinterested Trustees cast in person at a meeting called for the purpose of
such vote.
6. Selection of Disinterested Trustees
-----------------------------------
While this Amended Plan is in effect, the selection and nomination of
Trustees who are not interested persons (as defined in the Act) of the Trust
shall be committed to the discretion of the Disinterested Trustees then in
office.
7. Related Agreements
------------------
Any related agreement shall be in writing and shall provide that (a)
such agreement shall be subject to termination, without penalty, by a vote of a
majority of the Disinterested Trustees or by vote of a majority of the
outstanding voting securities (as defined in the Act) of the Class N shares of
the Trust on not more than 60 days' written notice to the other party to the
agreement and (b) such agreement shall terminate automatically in the event of
its assignment.
8. Termination
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This Amended Plan may be terminated at any time by a vote of a majority
of the Disinterested Trustees or by a vote of a majority of the outstanding
voting securities (as defined in the Act) of the Class N shares of the Trust. In
the event this Amended Plan is terminated or otherwise discontinued, no further
payments hereunder will be made hereunder.
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9. Records
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The Trust shall preserve copies of this Amended Plan and any related
agreements and all reports made pursuant to Paragraph 3 hereof, and any other
information, estimates, projections and other materials that serve as a basis
therefor, considered by the Trustees of the Trust, for a period of not less than
six years from the date of this Amended Plan, the agreement or report, as the
case may be, the first two years in an easily accessible place.
10. Non-Recourse
------------
The Trust's Declaration of Trust, a copy of which, together with the
amendments thereto ("Declaration"), is on file in the office of the Secretary of
the Commonwealth of Massachusetts, refers to the Trustees under the Declaration
of Trust collectively as Trustees, but not as individuals or personally, and no
Trustee, shareholder, officer, employee or agent of the Trust may be held to any
personal liability, nor may any resort be had to their private property for the
satisfaction of any obligation or claim or otherwise in connection with the
affairs of the Trust but the Trust property only shall be liable.
Adopted by the Board of Trustees May 18, 2006.
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