SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT PHOENIX INSIGHT FUNDS TRUST
SECOND AMENDED AND RESTATED
This Second Amended and Restated Expense Limitation Agreement (the “Agreement”) effective as of August 23, 2007 amends that certain Expense Limitation Agreement effective as of May 18, 2006, as amended and restated also effective as of May 18, 2006, and that certain Expense Limitation Agreement effective as of October 1, 2006 by and between Phoenix Insight Funds Trust, a Massachusetts business 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”);
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 and Recapture of Fees and Expenses. Each Fund agrees to reimburse Phoenix and/or certain of its affiliates (collectively, “Phoenix”) out of assets belonging to the relevant class of the Fund for any Total Fund Operating |
| Expenses of the relevant class of the Fund in excess of the Expense Limit paid, waived or assumed by Phoenix for that Fund, provided that Phoenix would not be entitled to reimbursement for any amount that would cause Total Fund Operating Expenses to exceed the Expense Limit or, if the Expense Limit has been removed, then the previous Expense Limit, at the time that the reimbursement would be made, and provided further that no amount would be reimbursed by the Fund more than three years after the fiscal year in which it was incurred or waived by Phoenix. Only expenses paid subsequent to the effectiveness of this Agreement are subject to recapture. |
| 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. Subsequent to the initial term indicated on Appendix A, the amount of the Expense Limit and term 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 the Commonwealth of Massachusetts 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. |
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| 10. | Liability. Phoenix agrees that it shall look only to the assets of the Fund’s class of each respective series for performance of this Agreement and for payment of any claim Phoenix may have hereunder, and neither any other series (including the other series of the Fund) or class of the Fund, nor any of the Fund’s trustees, officers, employees, agents or shareholders, whether past, present or future, shall be personally liable therefore. |
The names “Phoenix Insight Funds Trust” and “Trustees of Phoenix Insight Funds Trust” refer respectively to the Trust created and the Trustees as trustees but not individually or personally, acting from time to time under a Declaration of Trust, as amended, which is hereby referred to and a copy of which is on file at the office of the Secretary of State of the Commonwealth of Massachusetts and at the principal office of the Trust. The obligations of “Phoenix Insight Funds Trust” entered into in the name or on behalf thereof by any of the Trustees, officers, representatives or agents are not made individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, officers, representatives or agents of the Trust personally, but bind only the Trust property, and all persons dealing with any class of shares of the Trust must look solely to the Trust property belonging to such class for the enforcement of any claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers.
| PHOENIX INSIGHT FUNDS TRUST | PHOENIX INVESTMENT COUNSEL, INC. | |||||||||||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ | |||||||||
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ▇▇▇▇ ▇. ▇▇▇▇▇ | |||||||||||
| Senior Vice President | Vice President and Clerk | |||||||||||
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APPENDIX A
| Phoenix Fund |
Total Fund Operating Expense Limit | |||||||||||||
| Class A | Class C | Class I | Exchange Class |
Term | ||||||||||
| Phoenix Insight Bond Fund |
0.85 | % | 1.60 | % | 0.65 | % | — | May 18, 2006-December 31, 2007 | ||||||
| Phoenix Insight Intermediate Government Bond Fund |
0.75 | % | — | 0.55 | % | — | May 18, 2006-December 31, 2007 | |||||||
| Phoenix Insight Intermediate Tax-Exempt Bond Fund |
0.85 | % | 1.60 | % | 0.65 | % | — | May 18, 2006-December 31, 2007 | ||||||
| Phoenix Insight Money |
0.53 | % | — | 0.23 | % | 0.23 | % | October 1, 2006-until such time as this Agreement is terminated as set forth in paragraph 4. of this Agreement | ||||||
| Phoenix Insight |
0.95 | % | 1.70 | % | 0.75 | % | — | May 18, 2006-December 31, 2007 | ||||||
| Phoenix Insight Small-Cap |
1.40 | % | 2.15 | % | 1.20 | % | — | May 18, 2006-December 31, 2007 | ||||||
| Phoenix Insight Tax- |
0.85 | % | 1.60 | % | 0.65 | % | — | May 18, 2006-December 31, 2007 | ||||||
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