EXHIBIT h.1
AMENDED AND RESTATED
EXPENSE LIMITATION AGREEMENT
PHOENIX OPPORTUNITIES TRUST
AMENDED AND RESTATED
EXPENSE LIMITATION AGREEMENT
PHOENIX OPPORTUNITIES TRUST
This Amended and Restated Expense Limitation Agreement (the
"Agreement") is effective as of June 8, 2006 by and between Phoenix
Opportunities Trust, a Delaware statutory trust (the "Registrant"), on behalf of
each series of the Registrant listed in Appendix A (each a "Fund" and
collectively, the "Funds") and the Adviser of each of the Funds, Phoenix
Investment Counsel, Inc., a Massachusetts corporation (the "Adviser").
WHEREAS, the Adviser renders advice and services to the Funds pursuant
to the terms and provisions of one or more Investment Advisory Agreements
entered into between the Registrant and the Adviser (the "Advisory Agreement");
and
WHEREAS, the Adviser desires to maintain the expenses of each Fund at a
level below the level to which each such Fund might otherwise be subject; and
WHEREAS, the Adviser understands and intends that the Registrant will
rely on this Agreement in preparing post-effective amendments to the
Registrant's registration statement on Form N-1A and in accruing the expenses of
the Registrant for purposes of calculating net asset value and for other
purposes, and expressly permits the Registrant to do so.
NOW, THEREFORE, the parties hereto agree as follows:
1. Limit on Fund Expenses. The Adviser hereby agrees to limit
each Fund's Expenses to the respective rate of Total Fund
Operating Expenses ("Expense Limit") specified for that Fund
in Appendix A of this Agreement for the time period indicated.
2. Definition. For purposes of this Agreement, the term "Total
Fund Operating Expenses" with respect to a Fund is defined to
include all expenses necessary or appropriate for the
operation of the Fund including the Adviser's investment
advisory or management fee under the Advisory Agreement and
other expenses described in the Advisory Agreement that the
Fund is responsible for and have not been assumed by the
Adviser, but does not include front-end or contingent deferred
loads, taxes, interest, brokerage commissions, expenses
incurred in connection with any merger or reorganization or
extraordinary expenses, such as litigation.
3. Recoupment of Fees and Expenses. The Adviser agrees that it
shall not be entitled to be reimbursed by a Fund for any
expenses that it has waived or limited unless authorized by
the Board of Trustees of the Fund.
4. Term, Termination and Modification. This Agreement shall
become effective on the date specified herein and shall remain
in effect, unless sooner terminated as provided below in this
Paragraph. This Agreement shall automatically renew for
one-year terms with respect to a Fund unless the Adviser
provides written notice
to the Fund of the termination of this Agreement, or the
modification to the Expense Limit specified for a Fund in
Appendix A of this Agreement, within thirty (30) days of the
end of the then current term for that Fund. Subsequent to the
initial term indicated on Appendix A, the amount of the
Expense Limit shall be as disclosed in the then current
prospectus of the Fund. This Agreement may be terminated by
the Registrant on behalf of any one or more of the Funds 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 Adviser. In addition, this Agreement shall
terminate with respect to a Fund upon termination of the
Advisory 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. If the fiscal year to date Total Fund Operating
Expenses of a Fund at the end of any month during which this
Agreement is in effect exceed the Expense Limit for that Fund
(the "Excess Amount"), the Adviser shall waive or reduce its
fee under the Advisory Agreement or remit to that Fund an
amount that is sufficient to pay the Excess Amount computed on
the last day of the month.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers.
PHOENIX OPPORTUNITIES TRUST PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxx
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Xxxxxxx X. Xxxxxxx Xxxx X. Xxxxx
Senior Vice President Vice President and Clerk
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APPENDIX A
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PHOENIX FUND TOTAL FUND OPERATING EXPENSE LIMIT
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Class A Class B Class C Class I Term
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Phoenix Bond Fund 1.15% 1.90% 1.90% 0.90% February 1, 2007-January 31, 2008
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Phoenix Earnings Driven Growth Fund 1.45% 2.20% 2.20% 1.20% February 1, 2007-January 31, 2008
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Phoenix Growth Opportunities Fund 1.25% -- 2.00% -- June 8, 2006-May 31, 2008
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