EXHIBIT h.10
EXPENSE LIMITATION AGREEMENT
PHOENIX MULTI-PORTFOLIO FUND
ON BEHALF OF ITS SERIES
PHOENIX INTERNATIONAL STRATEGIES FUND
EXPENSE LIMITATION AGREEMENT
PHOENIX MULTI-PORTFOLIO FUND
ON BEHALF OF ITS SERIES
PHOENIX INTERNATIONAL STRATEGIES FUND
This Expense Limitation Agreement (the "Agreement") is effective as of July
1, 2005 by and between Phoenix Multi-Portfolio Fund, a Delaware Statutory Trust
(the "Registrant"), on behalf of the series of the Registrant known as Phoenix
International Strategies Fund (the "Fund"), and the Adviser of the Fund, Phoenix
Investment Counsel, Inc., a Massachusetts Corporation (the "Adviser").
WHEREAS, the Adviser renders advice and services to the Fund pursuant to the
terms and provisions of the Investment Advisory Agreement, as may be amended
from time to time, entered into between the Registrant and the Adviser (the
"Advisory Agreement"); and
WHEREAS, the Adviser desires to maintain the expenses of the 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 Fees. The Adviser hereby agrees to waive the Fund's fees
at a specified rate ("Expense Waiver") as noted for the Fund in Appendix
A of this Agreement.
2. 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.
3. Term, Termination and Modification. This Agreement shall become
effective on the date specified herein and shall remain in effect until
September 30, 2006, unless sooner terminated as provided below in this
Paragraph. Thereafter, this Agreement shall automatically renew for
one-year terms with respect to the Fund unless the Adviser provides
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 Adviser. In addition, this Agreement shall
terminate with respect to the Fund upon termination of the Advisory
Agreement with respect to such Fund.
4. Assignment. This Agreement and all rights and obligations hereunder may
not be assigned without the written consent of the other party.
5. 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.
6. 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.
7. 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.
8. Computation. At the end of any month during which this Agreement is in
effect, the Adviser shall waive its fee under the Advisory 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 and attested by their duly authorized officers.
PHOENIX MULTI-PORTFOLIO FUND PHOENIX INVESTMENT COUNSEL, INC.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President Vice President and Clerk
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APPENDIX A
PHOENIX FUND FEE WAIVER
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Phoenix International Strategies Fund A waiver of 0.10% of the investment
advisory fee for all Classes of the Fund
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