EXHIBIT h.2
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
PHOENIX INSIGHT FUNDS TRUST
AND
PHOENIX EQUITY PLANNING CORPORATION
TABLE OF CONTENTS
PAGE
Article 1. Terms of Appointment; Duties of Transfer Agent....................3
Article 2. Fees and Expenses.................................................6
Article 3. Representations and Warranties of Transfer Agent..................6
Article 4. Representations and Warranties of the Trust.......................7
Article 5. Data Access and Proprietary Information...........................7
Article 6. Indemnification...................................................8
Article 7. Standard of Care.................................................10
Article 8. Covenants........................................................10
Article 9. Termination......................................................11
Article 10. Assignment.......................................................11
Article 11. Amendment........................................................12
Article 12. Connecticut Law to Apply.........................................12
Article 13. Force Majeure....................................................12
Article 14. Consequential Damages............................................12
Article 15. Merger of Agreement..............................................12
Article 16. Limitations of Liability of the Trustees and Shareholders........12
Article 17. Counterparts.....................................................12
TRANSFER AGENCY AND SERVICE AGREEMENT
-------------------------------------
AGREEMENT made as of the 18th day of May, 2006, by and between Phoenix
Insight Funds Trust (the "Trust") and PHOENIX EQUITY PLANNING CORPORATION
(hereinafter referred to as the "Transfer Agent").
W I T N E S S E T H:
WHEREAS, the Trust desires to appoint Transfer Agent as its transfer agent,
dividend disbursing agent and agent in connection with certain other activities,
and Transfer Agent desires to accept such appointment; and
WHEREAS, the parties wish to set forth herein their mutual understandings
and agreements.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and other good and valuable consideration, the receipt and sufficiency whereof
being hereby acknowledged and affirmed, the parties hereto agree as follows:
ARTICLE 1. TERMS OF APPOINTMENT; DUTIES OF TRANSFER AGENT
----------------------------------------------
1.01 Subject to the terms and conditions set forth in this Agreement, the
Trust hereby employs and appoints Transfer Agent to act as, and Transfer Agent
agrees to act as, transfer agent for the authorized and issued shares of
beneficial interest of each of the series of the Trust (hereinafter collectively
and singularly referred to as "Shares"), dividend disbursing agent and agent in
connection with any accumulation, open-account or similar plans provided to the
shareholders of the Trust ("Shareholders") and as set out in the currently
effective registration statement of the Trust (the prospectus and statement of
additional information portions of such registration statement being referred to
as the "Prospectus"), including, without limitation, any periodic investment
plan or periodic withdrawal program.
1.02 Transfer Agent agrees that it will perform the following services
pursuant to this Agreement:
(a) In accordance with procedures established from time to time by
agreement between the Trust and Transfer Agent, Transfer Agent shall:
(i) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation therefor
to the Custodian appointed from time to time by the Trustees of
the Trust (which entity or entities, as the case may be, shall
be referred to as the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the each appropriate Shareholder
account;
(iii) Receive for acceptance, redemption requests and redemption
directions and deliver the appropriate documentation therefor to
the Custodian;
4
(iv) In respect to the transactions in items (i), (ii) and (iii)
above, the Transfer Agent shall execute transactions directly
with broker-dealers authorized by the Trust who shall thereby be
deemed to be acting on behalf of the Trust;
(v) At the appropriate time as and when it receives monies paid to
it by any Custodian with respect to any redemption, pay over or
cause to be paid over in the appropriate manner such monies as
instructed by the redeeming Shareholders;
(vi) Effect transfers of Shares by the registered owners thereof upon
receipt of appropriate instructions;
(vii) Prepare and transmit payments for dividends and distributions
declared by the Trust, if any;
(viii) Issue replacement certificates for those certificates alleged to
have been lost, stolen or destroyed upon receipt by the Transfer
Agent of indemnification satisfactory to the Transfer Agent and
the Trust, and the Transfer Agent at its option, may issue
replacement certificates in place of mutilated stock
certificates upon presentation thereof and without such
indemnity;
(ix) Maintain records of account for and advise the Trust and its
respective Shareholders as to the foregoing; and
(x) Record the issuance of Shares and maintain pursuant to Rule
17Ad-10(e) under the Exchange Act of 1934, a record of the total
number of Shares which are authorized, issued and outstanding
based upon data provided to it by the Trust. The Transfer Agent
shall also provide on a regular basis to the Trust the total
number of Shares which are authorized, issued and outstanding
shall have no obligation, when recording the issuance of Shares,
to monitor the issuance of such Shares or to take cognizance of
any laws relating to the issue or sale of such Shares, which
functions shall be the sole responsibility of the Trust.
(b) In addition to and not in lieu of the services set forth in the above
paragraph (a), Transfer Agent shall: (i) perform all of the customary services
of a transfer agent, dividend disbursing agent and, as relevant, agent in
connection with accumulation, open-account or similar plans (including without
limitation any periodic investment plan or periodic withdrawal program),
including, but not limited to, maintaining all Shareholder accounts, preparing
Shareholder meeting lists, mailing proxies, receiving and tabulating proxies,
mailing Shareholder reports and Prospectuses to current Shareholders,
withholding taxes on U.S. resident and non-resident alien accounts, preparing
and filing U.S. Treasury Department Forms 1099 and other appropriate forms
required with respect to dividends and distributions by federal authorities for
all Shareholders, preparing and mailing confirmation forms and statements of
account to Shareholders for all purchases and redemptions of Shares and other
confirmable transactions in Shareholder accounts, preparing and mailing activity
statements for Shareholders, and providing
5
Shareholder account information; and (ii) provide a system which will enable the
Trust to monitor the total number of Shares sold in each State.
(c) In addition, the Trust shall (i) identify to Transfer Agent in writing
those transactions and assets to be treated as exempt from blue sky reporting
for each State, and (ii) verify the establishment of transactions for each State
on the system prior to activation and thereafter monitor the daily activity for
each State. The responsibility of Transfer Agent for the Trust's blue sky State
registration status is solely limited to the initial establishment of
transactions subject to blue sky compliance by the Trust and the reporting of
such transactions to the Trust as provided above.
(d) Procedures as to who shall provide certain of the services in Article 1
may be established from time to time by agreement between the Trust and Transfer
Agent per the attached service responsibility schedule, if any. The Transfer
Agent may at times perform only a portion of these services and the Trust or its
agent may perform these services on behalf of the Trust.
(e) The Fund hereby delegates to the Transfer Agent the implementation,
administration and operation of the Fund's anti-money laundering program, as
such anti-money laundering program is adopted by the Fund and as amended from
time to time (the "Program") provided that such Program and any amendments are
promptly provided to the Transfer Agent. The Fund hereby further authorizes the
sub-delegation by the Transfer Agent of the implementation, administration and
operation of certain aspects of the Fund's Program to PFPC Inc. pursuant to that
certain Sub-Transfer Agency and Service Agreement dated July 1, 1996, as amended
May 18, 2006, until the completion of the conversion of the sub-transfer agency
services to Boston Financial Data Services, Inc. ("BFDS"), which conversion is
expected to occur on or about June 26, 2006, at which time the Fund authorizes
the sub-delegation to BFDS. The Transfer Agent further agrees that it will fully
cooperate with the designated anti-money laundering compliance officer (the "AML
Compliance Officer") of the Fund in the discharge of its delegated duties
hereunder. The Transfer Agent agrees to provide to the Fund, its AML Compliance
Officer, internal or external auditors, regulatory authorities or the duly
appointed agents of any of the foregoing (collectively, the "Interested
Parties") any and all necessary reports and information requested by the Fund or
any of the Interested Parties, as the case may be, with respect to the Transfer
Agent's performance of its delegated duties under the Program.
In connection with the performance by the Transfer Agent of the
above-delegated duties, the Transfer Agent understands and acknowledges that the
Fund remains responsible for assuring compliance with the Patriot Act and that
the records the Transfer Agent maintains for the Fund relating to the Fund's
Program may be subject, from time to time, to examination and/or inspection by
federal regulators in order that the regulators may evaluate the compliance of
the Fund with the Patriot Act. The Transfer Agent hereby consents to such
examination and/or inspection and agrees to cooperate with such federal
examiners in connection with their review. For purposes of such examination
and/or inspection, the Transfer Agent will use its best efforts to make
available, during normal business hours, all required records and information
for review by such examiners.
6
(f) The Transfer Agent shall provide additional services on behalf of the
Trust (i.e., escheatment services) which may be agreed upon in writing between
the Trust and the Transfer Agent.
ARTICLE 2. FEES AND EXPENSES
-----------------
2.01 In consideration of the services provided by the Transfer Agent
pursuant to this Agreement, the Trust agrees to pay Transfer Agent an annual
maintenance fee, payable at least quarterly, for each Shareholder account as set
forth in Schedule A attached hereto and made a part hereof. Annual Maintenance
Fees and out-of-pocket expenses and advances identified under Section 2.02 below
may be changed from time to time subject to mutual written agreement between the
Trust and Transfer Agent. Nothing herein shall preclude the assignment of all or
any portion of the foregoing fees and expense reimbursements to any sub-agent
contracted by Transfer Agent.
2.02 In addition to the fee paid under Section 2.01 above, the Trust agrees
to reimburse Transfer Agent for out-of-pocket expenses or advances incurred by
Transfer Agent for the items set out in Schedule A attached hereto. In addition,
any other expenses incurred by Transfer Agent at the request or with the consent
of the Trust, will be reimbursed by the Trust.
2.03 The Trust agrees to pay all fees and reimbursable expenses within five
days following the mailing of the respective billing notice. The above fees will
be charged against the Trust's custodian checking account five (5) days after
the invoice is transmitted to the Trust. Postage for mailing of dividends,
proxies, Trust reports and other mailings to all Shareholder accounts shall be
advanced to Transfer Agent at least seven (7) days prior to the mailing date of
such materials.
ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF TRANSFER AGENT
------------------------------------------------
The Transfer Agent represents and warrants to the Trust that:
3.01 It is a corporation organized and existing and in good standing under
the laws of the State of Connecticut.
3.02 It is empowered under applicable laws and by its charter and by-laws to
enter into and perform this Agreement.
3.03 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.04 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
3.05 It is and shall continue to be a duly registered transfer agent
pursuant to Section 17A(c)(2) of the Securities Exchange Act of 1934.
7
ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF THE TRUST
-------------------------------------------
The Trust represents and warrants to Transfer Agent that:
4.01 All corporate or trust proceedings, as the case may be, required to
enter into and perform this Agreement have been undertaken and are in full force
and effect.
4.02 The Trust is an open-end, diversified management investment company
registered under the Investment Company Act of 1940.
4.03 A registration statement under the Securities Act of 1933 is currently
effective for the Trust and such registration statement will remain effective,
and appropriate state securities law filings have been made and will continue to
be made, with respect to all Shares being offered for sale.
ARTICLE 5. DATA ACCESS AND PROPRIETARY INFORMATION
---------------------------------------
5.01 The Trust acknowledges that the data bases, computer programs, screen
formats, report formats, interactive design techniques, and documentation
manuals furnished to the Trust by the Transfer Agent as part of the Trust's
ability to access certain Trust-related data ("Customer Data") maintained by the
Transfer Agent on data bases under the control and ownership of the Transfer
Agent or other third party ("Data Access Services") constitute copyrighted,
trade secret, or other proprietary information (collectively, "Proprietary
Information") of substantial value to the Transfer Agent or other third party.
In no event shall Proprietary Information be deemed Customer Data. The Trust
agrees to treat all Proprietary Information as proprietary to the Transfer Agent
and further agree that it shall not divulge any Proprietary Information to any
person or organization except as may be provided hereunder. Without limiting the
foregoing, the Trust agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in
writing by the Transfer Agent and solely in accordance with the Transfer Agent's
applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary
Information;
(c) to refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and if such access is inadvertently obtained, to inform
in a timely manner of such fact and dispose of such information in accordance
with the Transfer Agent's instructions;
(d) to refrain from causing or allowing third-party data acquired hereunder
from being retransmitted to any other computer facility or other location,
except with the prior written consent of the Transfer Agent;
(e) that the Trust shall have access only to those authorized transactions
agreed upon by the parties; and
8
(f) to honor all reasonable written requests made by the Transfer Agent to
protect at the Transfer Agent's expense the rights of the Transfer Agent in
Proprietary Information at common law, under federal copyright law and under
other federal or state law.
Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Article 5. The obligations of this Article shall
survive any earlier termination of this Agreement.
5.02 If the Trust notifies the Transfer Agent that any of the Data Access
Services do not operate in material compliance with the most recently issued
user documentation for such services, the Transfer Agent shall endeavor in a
timely manner to correct such failure. Organizations from which the Transfer
Agent may obtain certain data included in the Data Access Services are solely
responsible for the contents of such data and the Trust agrees to make no claim
against the Transfer Agent arising out of the contents of such third-party data,
including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND
ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH
ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY
DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
5.03 If the transactions available to the Trust include the ability to
originate electronic instructions to the Transfer Agent in order to (i) effect
the transfer or movement of cash or Shares or (ii) transmit Shareholder
information or other information (such transactions constituting a "COEFI"),
then in such event the Transfer Agent shall be entitled to rely on the validity
and authenticity of such instruction without undertaking any further inquiry as
long as such instruction is undertaken in conformity with security procedures
established by the Transfer Agent from time to time.
ARTICLE 6. INDEMNIFICATION
---------------
6.01 The Transfer Agent shall not be responsible for, and the Trust shall
indemnify and hold Transfer Agent harmless from and against, any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liability arising
out of or attributable to:
(a) All actions of Transfer Agent or its agent or subcontractors required to
be taken pursuant to this Agreement, provided that such actions are taken in
good faith and without negligence or willful misconduct.
(b) The lack of good faith, negligence or willful misconduct by the Trust
which arise out of the breach of any representation or warranty of the Trust
hereunder.
(c) The reliance on or use by the Transfer Agent or its agents or
subcontractors of information, records and documents which (i) are received by
Transfer Agent or its agents or subcontractors, and (ii) have been prepared,
maintained or performed by the Trust or any other person or firm on behalf of
the Trust including but not limited to any previous transfer agent or registrar.
9
(d) The reliance on, or the carrying out by Transfer Agent or its agents or
subcontractors of any instructions or requests of the Trust.
(e) The offer or sale of Shares in violation of any requirement under the
federal securities laws or regulations or the securities laws or regulations of
any state that such Shares be registered in such state or in violation of any
stop order or other determination or ruling by any federal agency or any state
with respect to the offer or sale of such Shares in such state.
6.02 Transfer Agent shall indemnify and hold the Trust harmless from and
against any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to any action or failure
or omission to act by Transfer Agent, or any sub-agent, as a result of Transfer
Agent's, or such sub-agent's, lack of good faith, negligence or willful
misconduct.
6.03 At any time the Transfer Agent may apply to any officer of the Trust
for instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by Transfer Agent under
this Agreement, and Transfer Agent and its agents or subcontractors shall not be
liable and shall be indemnified by the Trust for any action taken or omitted by
it in reliance upon such instructions or upon the opinion of such counsel. The
Transfer Agent, its agents and subcontractors shall be protected and indemnified
in acting upon any paper or document furnished by or on behalf of the Trust,
reasonably believed to be genuine and to have been signed by the proper person
or persons, or upon any instruction, information, data, records or documents
provided Transfer Agent or its agents or subcontractors by machine readable
input, telex, CRT data entry or other similar means authorized by the Trust, and
shall not be held to have notice of any change of authority of any person, until
receipt of written notice thereof from the Trust. Transfer Agent, its agents and
subcontractors shall also be protected and indemnified in recognizing stock
certificates which are reasonably believed to bear the proper manual or
facsimile signatures of the officers of the Trust, and the proper
countersignature of any former transfer agent or registrar, or of a co-transfer
agent or co-registrar.
6.04 In order that the indemnification provisions contained in this Article
6 shall apply, upon the assertion of a claim for which either party may be
required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
6.05 Transfer Agent hereby expressly acknowledges that recourse against the
Trust, if any, shall be subject to those limitations provided by governing law
and the Declaration of Trust of the Trust, as applicable, and agrees that
obligations assumed by the Trust hereunder shall be limited in all cases to the
Trust and their respective assets. Transfer Agent shall not seek satisfaction of
any such obligation from the shareholders or any shareholder of the Trust, nor
shall the Transfer Agent seek satisfaction of any obligations from the
Trustees/Directors or any individual Trustee/Director of the Trust.
10
ARTICLE 7. STANDARD OF CARE
----------------
7.01 The Transfer Agent shall at all times act in good faith and agrees to
use its best efforts within reasonable limits to insure the accuracy of all
services performed under this Agreement, but assumes no responsibility and shall
not be liable for loss or damage due to errors unless said errors are caused by
its negligence, bad faith, or willful misconduct of that of its employees.
ARTICLE 8. COVENANTS
---------
8.01 The Trust shall promptly furnish to Transfer Agent the following:
(a) A certified copy of the resolution of its Trustees authorizing the
appointment of Transfer Agent and the execution and delivery of this Agreement.
(b) A copy of the Declaration of Trust and By-Laws, and all amendments
thereto, of the Trust.
8.02 The Transfer Agent hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to the Trust for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.
8.03 The Transfer Agent shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940, as amended,
and the Rules thereunder, Transfer Agent agrees that all such records prepared
or maintained by Transfer Agent relating to the services to be performed by
Transfer Agent hereunder are the property of the Trust and will be preserved,
maintained and made available in accordance with such Section and Rules, and
will be surrendered promptly to the Trust on and in accordance with its request.
8.04 The parties agree that all books, records, information and data
pertaining to the business of the other party which are exchanged or received
pursuant to the negotiation or the carrying out of this Agreement shall remain
confidential, and shall not be voluntarily disclosed to any other person, except
as may be required by law.
8.05 In case of any requests or demands for the inspection of the
Shareholder records, Transfer Agent will endeavor to notify the Trust and to
secure instructions from an authorized officer of the Trust as to such
inspection. Transfer Agent reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its counsel that it
may be held liable for the failure to exhibit the Shareholder records to such
person.
8.06 The Transfer Agent agrees to cooperate with the Fund and will
facilitate the filing by the Fund and/or its officers and auditors of any and
all certifications or attestations as required by the Xxxxxxxx-Xxxxx Act of
2002, including, without limitation, furnishing such sub-certifications from
relevant officers of the Transfer Agent with respect to the services and
recordkeeping performed by the Transfer Agent under the Agreement as the Fund
shall reasonably request from time to time.
11
8.07 Upon request, the Transfer Agent agrees to provide its written policies
and procedures pursuant to Rule 38a-1 under the Investment Company Act of 1940,
as amended to the Fund's chief compliance officer for review and the Fund's
board of trustees' approval. The Transfer Agent further agrees to cooperate with
the Fund in its review of such written policies and procedures, including
without limitation furnishing such certifications and sub-certifications as the
Funds shall reasonably request from time to time.
8.08 The Transfer Agent agrees that it shall promptly notify the Fund in the
event that a "material compliance matter" (as such term is defined pursuant to
Rule 38a-1 under the 0000 Xxx) arises with respect the services it provides
under the Agreement.
8.09 The Transfer Agent shall not, directly or indirectly, disclose or use
any nonpublic personal information regarding the consumers or customers of the
Fund (as the terms "consumer" and "customer" are defined in Rule 3(g) and 3(i),
respectively, of Regulation S-P of the Securities and Exchange Commission),
other than to carry out the functions contemplated by this Agreement, and the
Transfer Agent shall establish appropriate administrative, technical and
physical safeguards to protect the security, confidentiality and integrity of
any such nonpublic personal information.
ARTICLE 9. TERMINATION
-----------
9.01 This Agreement may be terminated by either party upon one hundred
twenty (120) days written notice to the other. The parties mutually acknowledge
that the termination of this Agreement by one series of the Trust shall not
effect a termination of this Agreement as to any and all other series of the
Trust which have not terminated the Agreement.
9.02 Should the Trust exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be borne by
the Trust. Additionally, Transfer Agent reserves the right to charge any other
reasonable expenses associated with such termination and/or a charge equivalent
to the average of three (3) months' fees to the Trust.
ARTICLE 10. ASSIGNMENT
----------
10.01 Except as provided in Section 10.03 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party without the
written consent of the other party.
10.02 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
10.03 The Transfer Agent may, without further consent on the part of the
Trust, subcontract for the performance hereof with one or more sub-agents;
provided, however, that Transfer Agent shall be as fully responsible to the
Trust for the acts and omissions of any subcontractor as it is for its own acts
and omissions.
12
ARTICLE 11. AMENDMENT
---------
11.01 This Agreement may be amended or modified by a written agreement
executed by the parties and authorized or approved by a resolution of the
Trustees of the Trust.
ARTICLE 12. CONNECTICUT LAW TO APPLY
------------------------
12.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Connecticut.
ARTICLE 13. FORCE MAJEURE
-------------
13.01 In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes.
ARTICLE 14. CONSEQUENTIAL DAMAGES
---------------------
14.01 Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any act or
failure to act hereunder.
ARTICLE 15. MERGER OF AGREEMENT
-------------------
15.01 This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof whether oral or written.
15.02 This Agreement shall not be merged with or construed in conjunction
with any other current or future agreement between the Trust and Phoenix Equity
Planning Corporation, each and all of which agreements shall at all times remain
separate and distinct.
ARTICLE 16. LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS
---------------------------------------------------------
16.01 The Trust is a Massachusetts business trust, and notice is hereby
given that the Agreement and Declaration of the Trust is on file with the
Secretary of the Commonwealth of Massachusetts and was executed on behalf of the
Trustees of the Trust as Trustees and not individually and that the obligations
of this instrument are not binding upon any of the Trustees or Shareholders
individually but are binding only upon the assets and property of the Trust and
the respective series thereof.
ARTICLE 17. COUNTERPARTS
------------
17.01 This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
13
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf and through their duly authorized
officers, as of the day and year first above written.
PHOENIX INSIGHT FUNDS TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
ATTEST:
By: /s/ Xxxxx X. Xxxx
--------------------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President, Chief Legal Officer,
Counsel and Secretary
PHOENIX EQUITY PLANNING CORPORATION
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President and Secretary
ATTEST:
By: /s/ Xxxxx X. Xxxx
--------------------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President and Assistant Secretary
SCHEDULE A
----------
FEE SCHEDULE
Annual Maintenance Fees shall be based on the following formula:
AMFFund = BAMF x XXX
where, AMF Fund refers to the aggregate Annual Maintenance Fee levied
against each respective series of the Trust,
BAMF refers to the Base Annual Maintenance Fee levied against the Trust for
each shareholder account maintained by the Transfer Agent, as more particularly
described below, at the basic annual per account rate of 1.25bps (.000125), and
XXX refers to the average aggregate daily net assets of the Trust subject to
the terms of this Agreement and any and all sub-transfer agent agreements which
presently or hereafter may be entered into by the Transfer Agent. For the
purpose of computing the foregoing, a minimum annual charge of $27,440 shall
apply to each class of shares of each Series of the Trust.
Other Fees
----------
Omnibus Accounts, Per Transaction $2.50
Closed Accounts(1), per Account, per month $0.20
Check writing Fees:
Privilege set-up $5.00
Per Cleared Check $1.00
Out-of-Pocket Expenses
----------------------
Out-of-pocket expenses include, but are not limited to: confirmation
production, postage, forms, telephone, microfilm, microfiche, stationary and
supplies billed as .1122% of postage costs per piece of mail and expenses
incurred at the specific direction of the Trust. Postage for mass mailings is
due seven days in advance of the mailing date.
---------------------
(1) A closed account remains on the system for approximately 18 months.
