Exhibit h.10
Expense Limitation Agreement
EXPENSE LIMITATION AGREEMENT
PHOENIX INVESTMENT SERIES FUND
This Expense Limitation Agreement (the "Agreement") is effective as of
September 1, 2006 by and between Phoenix Investment 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, 2007, 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 INVESTMENT SERIES FUND PHOENIX INVESTMENT COUNSEL, 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 Global Utilities Fund 1.15% 1.90%
Phoenix Income & Growth Fund n/a n/a
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