TRANSFER AGENCY AND SERVICE AGREEMENT



                                     BETWEEN



                           PHOENIX INSIGHT FUNDS TRUST



                                       AND



                       PHOENIX EQUITY PLANNING CORPORATION





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                                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











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                      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;



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         (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

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