EXHIBIT 23(h)(10)
Expense Limitation Agreement
EXPENSE LIMITATION AGREEMENT
PHOENIX INVESTMENT TRUST 06
This Expense Limitation Agreement (the "Agreement") is effective as of
May 1, 2006 by and between Phoenix Investment Trust 06, a Delaware Statutory
Trust (the "Registrant"), on behalf of the series of the Registrant listed in
Appendix A (each a "Fund" and collectively, the "Funds"), and the Financial
Agent of the Fund, Phoenix Equity Planning Corporation, a Connecticut
Corporation (the "Financial Agent").
WHEREAS, the Financial Agent renders services to the Fund pursuant to
the terms and provisions of the Financial Agent Agreement, as may be amended
from time to time, entered into between the Registrant and the Financial Agent
(the "Financial Agent Agreement"); and
WHEREAS, the Financial Agent desires to maintain the financial agent
fee of the Fund at a level below the level to which each such Fund might
otherwise be subject; and
WHEREAS, the Financial Agent understands and intends that the
Registrant will rely on this Agreement in preparing amendments to the
Registrant's registration statement on Form N-1A and in computing the daily net
asset value of the Registrant, and expressly permits the Registrant to do so.
NOW, THEREFORE, the parties hereto agree as follows:
1. Limit on Fund Fees. The Financial Agent hereby agrees to waive a
portion of the Fund's fees so that other operating expenses do not
exceed the limits ("Expense Waiver") as noted for the Fund in
Appendix A of this Agreement.
2. Definition. For purposes of this Agreement, the term "Other
Operating Expenses" with respect to Phoenix Small-Cap Growth Fund
is defined to include operating expenses excluding management
fees, distribution and shareholder servicing fees, interest,
taxes, brokerage commissions and extraordinary expenses and with
respect to Phoenix All-Cap Growth Fund, Phoenix Balanced Return
Fund and Phoenix Nifty Fifty Fund is defined to include operating
expenses excluding management fees, distribution and shareholder
servicing fees, interest, taxes, brokerage commissions,
extraordinary expenses and fiduciary fees (defined as legal,
trustee and audit fees).
3. Recoupment of Fees and Expenses. The Financial Agent agrees that
it shall not be entitled to be reimbursed by a Fund for any
expenses that it has waived or limited.
4. Term, Termination and Modification. This Agreement shall become
effective on the date specified herein and shall remain in effect
until April 30, 2007, unless sooner terminated as provided below
in this Paragraph. The Financial Agent may
provide written notice to the Fund of the termination of this
Agreement, or the modification to the Expense Waiver specified for
the Fund in Appendix A of this Agreement, within thirty (30) days
of the end of the then current term for that Fund. This Agreement
may be terminated by the Registrant on behalf of the Fund at any
time without payment of any penalty or by the Board of Trustees of
the Registrant upon thirty (30) days' written notice to the
Financial Agent. In addition, this Agreement shall terminate with
respect to the Fund upon termination of the Financial Agent
Agreement with respect to such Fund.
5. Assignment. This Agreement and all rights and obligations
hereunder may not be assigned without the written consent of the
other party.
6. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute or rule, or shall
otherwise be rendered invalid, the remainder of this Agreement
shall not be affected thereby.
7. Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of
the provisions hereof or otherwise affect their construction or
effect.
8. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of Delaware without giving effect to
the conflict of laws principles thereof; provided that nothing
herein shall be construed to preempt, or to be inconsistent with,
any Federal securities law, regulation or rule, including the
Investment Company Act of 1940, as amended and the Investment
Advisers Act of 1940, as amended and any rules and regulations
promulgated thereunder.
9. Computation. At the end of any month during which this Agreement
is in effect, the Financial Agent shall waive its fee under the
Financial Agent Agreement in an amount that is equal to the
Expense Waiver as computed on the last day of the month, based on
the average net assets for the period.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers.\
PHOENIX INVESTMENT TRUST 06 PHOENIX EQUITY PLANNING
CORPORATION
By:/s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxx
--------------------------------- ------------------------------------
Xxxxxxx X. Xxxxxxx Xxxx X. Xxxxx
Senior Vice President Vice President and Secretary
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APPENDIX A
PHOENIX FUND OTHER OPERATING EXPENSE LIMIT
------------ -----------------------------
1ST $50 NEXT $450 OVER $500
MILLION MILLION MILLION
------- ------- -------
Phoenix All-Cap Growth Fund(a) 0.50% 0.40% 0.30%
Phoenix Balanced Return Fund(a) 0.50% 0.40% 0.30%
Phoenix Nifty Fifty Fund(a) 0.50% 0.40% 0.30%
Phoenix Small-Cap Growth Fund(b) 0.50% 0.40% 0.30%
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(a) Other Operating Expenses are operating expenses excluding management fees,
distribution and shareholder servicing fees, interest, taxes, brokerage
commissions, extraordinary expenses and fiduciary fees (defined as legal,
trustee and audit fees).
(b) Other Operating Expenses are operating expenses excluding management fees,
distribution and shareholder servicing fees, interest, taxes, brokerage
commissions and extraordinary expenses.
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