Exhibit 23(h)9(b)
Second Amendment to Service Agreement among The Phoenix Edge Series Fund,
Phoenix Life Insurance Company, PHL Variable Insurance Company and Phoenix Life
and Annuity Company, dated February 27, 2004
SECOND AMENDMENT TO
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SERVICE AGREEMENT
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THIS SECOND AMENDMENT is made by and among THE PHOENIX EDGE SERIES
FUND, a Massachusetts business trust having a principal place of business
located at 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx (hereinafter referred to
as the "Fund"), and PHOENIX LIFE INSURANCE COMPANY, an insurance company
domiciled in the State of New York and having a place of business located at One
American Row, Hartford, Connecticut (hereinafter referred to as "PLIC"); PHL
VARIABLE INSURANCE COMPANY, an insurance company domiciled in the State of
Connecticut and having a place of business located at One American Row,
Hartford, Connecticut; and PHOENIX LIFE AND ANNUITY COMPANY, an insurance
company domiciled in the State of Connecticut and having a place of business
located at One American Row, Hartford, Connecticut (for the purposes hereof, the
immediately preceding insurance companies shall hereinafter be collectively
referred to as the "Insurance Company") amends that certain Service Agreement
between the Fund and Insurance Company dated January 1, 2003, as amended (the
"Agreement") as follows:
1. Article 1, Section 1.02(a) is hereby amended by adding the following
clauses thereto:
(v) Cooperate with the Fund and facilitate the filing by the
Fund and/or their respective officers and auditors of any and all
certifications or attestations as required by the Xxxxxxxx-Xxxxx Act of
2002, including, without limitation, furnishing such sub-certifications
from relevant officers of the Insurance Company with respect to the
services and record-keeping performed by the Insurance Company under
the Agreement as the Fund shall reasonably request from time to time.
(vi) Upon request, provide its written policies and procedures
pursuant to Rule 38a-1 under the Investment Company Act of 1940 (the
"1940 Act"), as amended, to the Fund's chief compliance officer for
review and the Fund's board of trustees' approval. The Insurance
Company further agrees to cooperate with the Fund in their review of
such written policies and procedures, including without limitation
furnishing such certifications and sub-certifications as the Fund shall
reasonably request from time to time.
(vii) Promptly notify the Fund in the event that a "material
compliance matter" (as such term is defined pursuant to Rule 38a-1
under the 0000 Xxx) arises with respect the services it provides under
the Agreement.
2. Except as herein above and hereinbefore modified, all provisions of the
Agreement remain in full force and effect and are unchanged in all
other respects. All initial capitalized terms used but not defined
herein shall have such meaning as ascribed thereto in the Agreement, as
amended.
3. This Amendment shall become effective as of the execution date set
forth below.
4. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original and, all of which, when taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto intending to be legally bound
have caused this Amendment to be executed by their duly authorized officers or
other representatives as of this 27th day of February, 2004.
THE PHOENIX EDGE SERIES FUND
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
PHOENIX LIFE INSURANCE COMPANY on behalf of the
Variable Products division thereof
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President
PHL VARIABLE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President
PHOENIX LIFE AND ANNUITY COMPANY
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President
