Exhibit h.10
EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT
PHOENIX STRATEGIC EQUITY SERIES FUND
This Expense Limitation Agreement (the "Agreement") is effective as of
September 1, 2005 by and between Phoenix Strategic Equity Series Fund, 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 August 31, 2006, 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 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 STRATEGIC EQUITY SERIES PHOENIX INVESTMENT COUNSEL, FUND INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President Vice President and Clerk
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APPENDIX A
PHOENIX FUND TOTAL FUND OPERATING EXPENSE LIMIT
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Class A Class C
Phoenix Dynamic Growth Fund 1.45% 2.20%
Phoenix Fundamental Growth Fund 1.45% 2.20%
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