EXHIBIT h.5
EXPENSE LIMITATION AGREEMENT
PHOENIX INSIGHT FUNDS TRUST
EXPENSE LIMITATION AGREEMENT
PHOENIX INSIGHT FUNDS TRUST
This Expense Limitation Agreement (the "Agreement") is effective as of
May 18, 2006 by and between Phoenix Insight Funds Trust, a Massachusetts
business trust (the "Registrant"), on behalf of the series of the Registrant
listed in Appendix A (each a "Fund" and collectively, the "Funds"), and the
Distributor of the Fund, Phoenix Equity Planning Corporation, a Connecticut
Corporation (the "Distributor") for the Institutional Shares of the Fund.
WHEREAS, the Distributor and the Registrant have entered into a
distribution agreement to offer shares of the Fund (the "Distribution
Agreement"); and
WHEREAS, the Distributor renders services to the Fund pursuant to the
Distribution Agreement and pursuant to the terms and provisions of the
Institutional Shares' shareholder servicing plan, as may be amended from time to
time, entered into between the Registrant and the Distributor (the "Shareholder
Servicing Plan"); and
WHEREAS, the Distributor desires to maintain the Shareholder Services
Plan fee of the Fund at a level below the level to which each such Fund might
otherwise be subject; and
WHEREAS, the Distributor understands and intends that the Registrant
will rely on this Agreement in preparing amendments to the Registrant's
registration statement on Form N-1A and in computing the average daily net asset
value of the net assets of the Registrant, and expressly permits the Registrant
to do so.
NOW, THEREFORE, the parties hereto agree as follows:
1. Limit on Fund Fees. The Distributor hereby agrees to waive the
Fund's Institutional Shares' fees at a specified rate
("Expense Waiver") as noted for the Institutional Shares of
the Fund in Appendix A of this Agreement.
2. Recoupment of Fees and Expenses. The Distributor agrees that
it shall not be entitled to be reimbursed by a Fund for any
expenses that it has waived or limited with respect to the
Institutional Shares of the Fund.
3. Term, Termination and Modification. This Agreement shall
become effective on the date specified herein and shall remain
in effect until April 30, 2007, unless sooner terminated as
provided below in this Paragraph. The Distributor may provide
written notice to the Fund, on behalf of its Institutional
Shares, of the termination of this Agreement, or the
modification to the Expense Waiver specified for the
Institutional Shares of 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 Institutional Shares 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 Distributor. In addition, this Agreement
shall terminate with respect to the
Institutional Shares of the Fund upon termination of the
Shareholder Servicing Plan.
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 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.
8. Computation. At the end of any month during which this
Agreement is in effect, the Distributor shall waive its fee
under the Institutional Shares' Shareholder Servicing Plan 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.
9. Limitation of Liability. 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.
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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/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President Vice President and Clerk
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APPENDIX A
INSTITUTIONAL SHARES
BOARD
MAXIMUM APPROVED
PHOENIX FUND PLAN FEE FEE FEE WAIVER
------------ -------- --- ----------
Phoenix Insight Equity Fund 0.25% 0.05% 0.05%
Phoenix Insight Small-Cap Fund 0.25% 0.05% 0.05%
Phoenix Insight Small-Cap Opportunity Fund 0.25% 0.05% 0.05%
Phoenix Insight Index Fund 0.25% 0.05% 0.05%
Phoenix Insight International Fund 0.25% 0.05% 0.05%
Phoenix Insight Balanced Fund 0.25% 0.05% 0.05%
Phoenix Insight Ultra Short Duration Bond Fund 0.25% 0.05% 0.05%
Phoenix Insight Bond Fund 0.25% 0.05% 0.05%
Phoenix Insight Intermediate Government Bond Fund 0.25% 0.05% 0.05%
Phoenix Insight Intermediate Tax-Exempt Bond Fund 0.25% 0.05% 0.05%
Phoenix Insight Tax-Exempt Bond Fund 0.25% 0.05% 0.05%
Phoenix Insight Core Equity Fund 0.25% 0.05% 0.05%
Phoenix Insight Emerging Markets Fund 0.25% 0.05% 0.05%
Phoenix Insight Small-Cap Value Fund 0.25% 0.05% 0.05%
Phoenix Insight High Yield Bond Fund 0.25% 0.05% 0.05%
Phoenix Insight Short/Intermediate Bond Fund 0.25% 0.05% 0.05%
Phoenix Insight Government Money Market Fund 0.25% 0.05% 0.05%
Phoenix Insight Money Market Fund 0.25% 0.05% 0.05%
Phoenix Insight Tax-Exempt Money Market Fund 0.25% 0.05% 0.05%
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