EXHIBIT m.5
PHOENIX INSIGHT FUNDS TRUST
(the "Trust")
EXCHANGE SHARES
AMENDED AND RESTATED SERVICE PLAN
NOT PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940
PHOENIX INSIGHT FUNDS TRUST
(the "Trust")
EXCHANGE SHARES
AMENDED AND RESTATED SERVICE PLAN
NOT 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 determined to adopt a
service plan with respect to Exchange shares (the "Plan").
2. Service 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 Exchange 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"). Amounts paid or payable by the Trust under this Plan or any
agreement with any person or entity relating to the implementation of this 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 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 regarding the amounts expended under
this Plan and the purposes for which such expenditures were made.
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4. Required Approval
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This 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 Plan or in any
related agreement (the "Disinterested Trustees"), cast in person at a meeting
called for the purpose of voting on this Plan.
5. Term
----
This 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 Plan may be amended at any
time, provided that all material amendments to this 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 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 Exchange 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 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 Exchange shares of the Trust. In the
event this 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 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 Plan, the agreement or report, as the case may be, the
first two years in an easily accessible place.
10. Non-Recourse
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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 dated May 18, 2006.
