EXPENSE LIMITATION AGREEMENT
PHOENIX ADVISER TRUST
This Expense Limitation Agreement (the "Agreement") is effective as of April
1, 2006 by and between Phoenix Adviser Trust, a Delaware Statutory Trust (the
"Registrant"), on behalf of each series of the Registrant listed in Appendix A,
as may be amended from time to time (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.
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.
4. Term, Termination and Modification. This Agreement shall become
effective on the date specified herein and shall remain in effect until
June 30, 2008, unless sooner terminated as provided below in this
Paragraph. Thereafter, 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. 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 Connecticut 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 and attested by their duly authorized officers.
PHOENIX ADVISER TRUST PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxx
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Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxx
Senior Vice President Vice President and Assistant Secretary
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APPENDIX A
Phoenix Fund Total Fund Operating Expense Limit
Class A Class C Class X
Phoenix Focused Value Fund 1.25% 2.00%
Phoenix Foreign Opportunities Fund 1.35% 2.10% 1.10%
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