AMENDED AND RESTATED FUND PARTICIPATION AGREEMENT

AMENDED AND RESTATED

FUND PARTICIPATION AGREEMENT

THIS AGREEMENT, made and entered into this nineteenth day of November, 2010 (the “Agreement”) by and among Phoenix Life Insurance Company, organized under the laws of the State of New York, (“PLIC”), PHL Variable Insurance Company, organized under the laws of the State of Connecticut (“PHLVIC), Phoenix Life and Annuity Company, organized under the laws of the State of Connecticut (“PLAC”), (“together “Phoenix”) , each on behalf of itself and each Phoenix separate account, as applicable, named in Schedule A to this Agreement, as may be amended from time to time (each account referred to as the “Account” and collectively as the “Accounts”) (any references to Phoenix, PLIC, PHLVIC and/or PLAC shall only be deemed to refer to each in connection with their respective Accounts); Financial Investors Variable Insurance Trust, an open-end management investment company organized under the laws of the State of Delaware (the “Fund”); ALPS Advisors, Inc., a corporation organized under the laws of the State of Colorado and investment adviser to the Fund (the “Adviser”); and ALPS Distributors, Inc., a corporation organized under the laws of the State of Colorado and principal underwriter/distributor of the Fund (the “Distributor”).

WHEREAS, the Fund engages in business as an open-end management investment company and was established for the purpose of serving as the investment vehicle for separate accounts established for variable life insurance policies and variable annuity contracts (the “Contracts”) to be offered by insurance companies that have entered into participation agreements substantially similar to this Agreement (the “Participating Insurance Companies”); and

WHEREAS, beneficial interests in the Fund are divided into several series of shares, each representing the interest in a particular managed portfolio of securities and other assets (the “Portfolios”); and

WHEREAS, Phoenix, has established the Accounts to serve as investment vehicles for certain Contracts offered by Phoenix set forth on Schedule A; and

WHEREAS, the PHLVIC and PLAC Accounts are duly organized, validly existing segregated asset accounts, established by resolutions of the respective Board of Directors under the insurance laws of the State of Connecticut, to set aside and invest assets attributable to the Contracts; and

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WHEREAS, the PLIC Accounts are duly organized, validly existing segregated asset accounts, established by resolutions of the Board of Directors under the insurance laws of the State of New York, to set aside and invest assets attributable to the Contracts; and

WHEREAS, to the extent permitted by applicable insurance laws and regulations, Phoenix intends to purchase shares of the Portfolios named in Schedule B, as such schedule may be amended from time to time (the “Designated Portfolios”) on behalf of the Accounts to fund the Contracts; and

WHEREAS, PHLVIC, the Fund, the Adviser, and the Distributor entered into the Participation Agreement dated March 1, 2008; and

NOW, THEREFORE, in consideration of their mutual promises, Phoenix, the Fund, the Adviser and the Distributor agree as follows:

ARTICLE I – SALE OF FUND SHARES

1.1 The Fund agrees to sell to Phoenix those shares of the Designated Portfolios that each Account orders, executing such orders on a daily basis at the net asset value (“NAV”) (and with no sales charges) next computed after receipt and acceptance by the Fund or its designee of the order for the shares of the Fund. In accordance with Rule 22c-1 of the Investment Company Act of 1940 (“1940 Act”) and for purposes of this Section 1.1, Phoenix will be the designee of the Fund for receipt of such orders from each Account and receipt by such designee will constitute receipt by the Fund; provided that the Fund receives notice of such order by 11:00 a.m. Eastern Time on the next following business day. “Business Day” will mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the Securities and Exchange Commission (the “Commission” or the “SEC”). The Fund may net the notice of redemptions it receives from Phoenix under Section 1.3 of this Agreement against the notice of purchases it receives from Phoenix under this Section 1.1.

1.2 Phoenix will pay for Fund shares on the next Business Day after an order to purchase Fund shares is made in accordance with Section 1.1. Payment will be made in federal funds transmitted by wire. Upon receipt by the Fund of the payment, such funds shall cease to be the responsibility of Phoenix and shall become the responsibility of the Fund.

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1.3 The Fund agrees to redeem for cash, upon Phoenix’s request, any full or fractional shares of the Fund held by Phoenix, executing such requests on a daily basis at the NAV next computed after receipt and acceptance by the Fund or its agent of the request for redemption. For purposes of this Section 1.3, Phoenix will be the designee of the Fund for receipt of requests for redemption from each Account and receipt by such designee will constitute receipt by the Fund; provided the Fund receives notice of such requests for redemption by 11:00 a.m. Eastern Time on the next following Business Day. Payment will be made in federal funds transmitted by wire to Phoenix’s account as designated by Phoenix in writing from time to time; on the same Business Day the Fund receives notice of the redemption order from Phoenix. After consulting with Phoenix, the Fund reserves the right to delay payment of redemption proceeds, but in no event may such payment be delayed longer than the period permitted under Section 22(e) of the 0000 Xxx. The Fund will not bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds; Phoenix alone will be responsible for such action. If notification of redemption is received after 11:00 Eastern Time, payment for redeemed shares will be made on the next Business Day. The Fund may net the notice of purchases it receives from Phoenix under Section 1.1 of this Agreement against the notice of redemptions it receives from Phoenix under this Section 1.3.

1.4 The Fund agrees to make shares of the Designated Portfolios available continuously for purchase at the applicable NAV per share by Phoenix and its separate accounts on those days on which the Fund calculates its Designated Portfolio NAV pursuant to rules of the Commission; provided, however, that the Board of Trustees of the Fund (the “Fund Board”) may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Fund Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio.

1.5 The Fund agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts, qualified pension and retirement plans or such other persons as are permitted under Section 817(h) (4) of the Internal Revenue Code of 1986, as amended, (the “Code”), and regulations promulgated thereunder, the sale to which will not impair the tax treatment currently afforded the Contracts. No shares of any Portfolio will be sold directly to the general public.

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1.6 Phoenix agrees to purchase and redeem the shares of the Designated Portfolios offered by the then current prospectus of the Fund in accordance with the provisions of such prospectus.

1.7 Issuance and transfer of the Fund’s shares will be by book entry only. Stock certificates will not be issued to Phoenix or to any Account. Purchase and redemption orders for Fund shares will be recorded in an appropriate title for each Account or the appropriate sub-account of each Account.

1.8 The Fund will furnish same day notice (by facsimile) to Phoenix of the declaration of any income, dividends or capital gain distributions payable on each Designated Portfolio’s shares. Phoenix hereby elects to receive all such dividends and distributions as are payable on the Portfolio shares in the form of additional shares of that Portfolio at the ex-dividend date NAVs. Phoenix reserves the right to revoke this election and to receive all such dividends and distributions in cash. The Fund will notify Phoenix of the number of shares so issued as payment of such dividends and distributions.

1.9 The Fund will make the NAV per share for each Designated Portfolio available to Phoenix via electronic means on a daily basis as soon as reasonably practical after the NAV per share is calculated and will use its best efforts to make such NAV per share available by 7:00 p.m. Eastern Time each Business Day. If the Fund provides Phoenix materially incorrect NAV per share information (as determined under SEC guidelines), Phoenix shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct NAV per share. Any material error in the calculation or reporting of NAV per share, dividend or capital gain information shall be reported to Phoenix upon discovery by the Fund.

ARTICLE II – REPRESENTATIONS AND WARRANTIES

2.1 Phoenix represents and warrants that the Contracts are or will be registered under the Securities Act of 1933 (the “1933 Act”), or are exempt from registration thereunder, and that the Contracts will be issued and sold in compliance with all applicable federal and state laws. PHLVIC and PLAC represent and warrant that they are insurance companies duly organized and in good standing under the laws of Connecticut and that they have legally and validly established each Account as a segregated asset account under such laws. PLIC represents and warrants that it is an insurance company duly organized and in good standing under the laws of New York and that it has legally and validly established each Account as a segregated asset account under such laws. Each Account is or will be registered as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts, or is exempt from registration thereunder, and that it will maintain such registration for so long as any Contracts are

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outstanding, as applicable. Phoenix will amend the registration statement under the 1933 Act for the Contracts and the registration statement under the 1940 Act for the Account from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. Phoenix will register and qualify the Contracts for sale in accordance with the securities laws of the various states only if and to the extent deemed necessary by Phoenix.

2.2 Phoenix represents that the Contracts are currently and at the time of issuance will be treated as annuity contracts and/or life insurance policies (as applicable) under applicable provisions of the Code, and further represents that it will make every effort to maintain such treatment and that it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future.

2.3 Phoenix represents and warrants that it will not purchase shares of the Designated Portfolio(s) with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans.

2.4 Phoenix represents and warrants that it will adhere to its own policy intended to discourage shareholders from trading that could be detrimental to long-term shareholders of the Fund (the “Policy”) and that the Policy complies with Rule 22c-2 under the Investment Company Act of 1940, as amended (the “1940 Act”). The aforesaid includes among other things, the monitoring of shareholder/participant trading activity and the restriction of shareholder/participant trading privileges at the sub-account level if warranted by the Fund. The Fund and Phoenix represent that they will enter into an information sharing agreement pursuant to Rule 22c-2 of the 1940 Act so that the Fund may monitor and apply restrictions to shareholders who the Fund determines to be disruptive. Phoenix represents that it shall process orders relating to Contract transactions and such orders will be processed in accordance with Section 22(c) and Rule 22c-1 under the 1940 Act on each Business Day and receipt by Phoenix shall constitute receipt by the Fund; provided that Fund receives notice of such orders by 11:00 a.m. Eastern Time on the next Business Day or such later time as computed in accordance with Section 1.

2.5 The Fund represents and warrants that shares of the Designated Portfolio(s) sold pursuant to this Agreement will be registered under the 1933 Act and duly authorized for issuance in accordance with applicable federal law and that the Fund is and will remain registered as an open-end management investment company under the 1940 Act for as long as such shares of the Designated Portfolio(s) are sold. The Fund will amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the

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continuous offering of its shares. The Fund will register and qualify the shares of the Designated Portfolio(s) for sale in accordance with the laws of the various states only if and to the extent deemed necessary by the Fund.

2.6 The Fund represents that it will use its best efforts to comply with any applicable state insurance laws or regulations as they may apply to the investment objectives, policies and restrictions of the Portfolios, as they may apply to the Fund, to the extent specifically requested in writing by Phoenix. If the Fund cannot comply with such state insurance laws or regulations, it will so notify Phoenix in writing. The Fund makes no other representation as to whether any aspect of its operations (including, but not limited to, fees and expenses, and investment policies) complies with the insurance laws or regulations of any state. Phoenix represents that it will use its best efforts to notify the Fund of any restrictions imposed by state insurance laws that may become applicable to the Fund as a result of the Accounts’ investments therein. The Fund and the Adviser agree that they will furnish the information required by state insurance laws to assist Phoenix in obtaining the authority needed to issue the Contracts in various states.

2.7 The Fund represents that its Board of Trustees (“Board”), a majority of whom are not “interested persons” of the Fund, have approved of the Fund’s Class II Rule 12b-1 Plan to finance distribution expenses and that any changes to the Fund’s Class II Rule 12b-1 Plans will be approved by a similarly constituted Board.

2.8 The Fund represents that it is lawfully organized and validly existing under the laws of the State of Delaware and that it does and will comply in all material respects with applicable provisions of the 0000 Xxx.

2.9 The Fund represents and warrants that all of its trustees, officers, employees, investment advisers, and other individuals/entities having access to the funds and/or securities of the Fund are and continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company.

2.10 The Adviser represents and warrants that it is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for the Fund in accordance in all material respects with the laws of the State of Delaware and any applicable state and federal securities laws.

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2.11 The Distributor represents and warrants that it is registered as a broker-dealer under the Securities and Exchange Act of 1934, as amended (the “1934 Act”) and will remain duly registered under all applicable federal and state securities laws, and is a member in good standing of the Financial Industry Regulatory Authority. (“FINRA”) and serves as principal underwriter/distributor of the Funds and that it will perform its obligations for the Fund in accordance in all material respects with the laws of the State of Colorado and any applicable state and federal securities laws.

ARTICLE III – FUND COMPLIANCE

3.1 The Fund and the Adviser acknowledge that any failure (whether intentional or in good faith or otherwise) to comply with the requirements of Subchapter M of the Code or the diversification requirements of Section 817(h) of the Code may result in the Contracts not being treated as variable contracts for federal income tax purposes, which would have adverse tax consequences for Contract owners and could also adversely affect Phoenix’s corporate tax liability. The Fund and the Adviser further acknowledge that any such failure may result in costs and expenses being incurred by Phoenix in obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Fund, as well as fees and expenses of legal counsel and other advisors to Phoenix and any federal income taxes, interest or tax penalties incurred by Phoenix in connection with any such failure.

3.2 The Fund represents and warrants that it is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that it will maintain such qualification (under Subchapter M or any successor or similar provision) and that it will notify Phoenix immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future.

3.3 The Fund represents that it will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable contracts under the Code and the regulations issued thereunder; including, but not limited to, that the Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation 1.817-5, as amended from time to time, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, and with Section 817(d) of the Code, relating to the definition of a variable contract, and any amendments or other modifications to such Section or Regulation. The Fund will notify Phoenix immediately upon having a reasonable basis for believing that the Fund or a Portfolio

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thereunder has ceased to comply with the diversification requirements or that the Fund or Portfolio might not comply with the diversification requirements in the future. In the event of a breach of this representation by the Fund, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5.

3.4 The Adviser agrees to provide Phoenix with a certificate or statement indicating compliance by each Portfolio of the Fund with Section 817(h) of the Code, such certificate or statement to be sent to Phoenix no later than thirty (30) days following the end of each calendar quarter.

ARTICLE IV – PROSPECTUS AND PROXY STATEMENTS/VOTING

4.1 The Fund will provide Phoenix with as many copies of the current Fund prospectus and any supplements thereto for the Designated Portfolio(s) as Phoenix may reasonably request for distribution, at the Fund’s expense, to Contract owners at the time of Contract fulfillment and confirmation. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing Phoenix only with disclosure related to the Designated Portfolio(s). The Fund will provide, at the Fund’s expense, as many copies of said prospectus as necessary for distribution, at the Fund’s expense, to existing Contract owners. The Fund will provide the copies of said prospectus to Phoenix or to its mailing agent. Phoenix will distribute the prospectus to existing Contract owners and will xxxx the Fund for the reasonable cost of such distribution. If requested by Phoenix, in lieu thereof, the Fund will provide such documentation, including a final copy of a current prospectus set in type at the Fund’s expense, and other assistance as is reasonably necessary in order for Phoenix at least annually (or more frequently if the Fund prospectus is amended more frequently) to have the new prospectus for the Contracts and the Fund’s new prospectus printed together, in which case the Fund agrees to pay its proportionate share of reasonable expenses directly related to the required disclosure of information concerning the Fund. The Fund will, upon request, provide Phoenix with a copy of the Fund’s prospectus through electronic means to facilitate Phoenix’s efforts to provide Fund prospectuses via electronic delivery, in which case the Fund agrees to pay its proportionate share of reasonable expenses related to the required disclosure of information concerning the Fund.

4.2 The Fund’s prospectus will state that the Statement of Additional Information (the “SAI”) for the Fund is available from Phoenix. The Fund will provide Phoenix, at the Fund’s expense, with as many copies of the SAI and any supplements thereto as Phoenix may reasonably request for distribution, at the Fund’s expense, to prospective Contract owners and applicants. To the extent

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that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing Phoenix only with disclosure related to the Designated Portfolio(s). The Fund will provide, at the Fund’s expense, as many copies of said SAI as necessary for distribution, at the Fund’s expense, to any existing Contract owner who requests such statement or whenever state or federal law requires that such statement be provided. The Fund will provide the copies of said SAI to Phoenix or to its mailing agent. Phoenix will distribute the SAI as requested or required and will xxxx the Fund for the reasonable cost of such distribution.

4.3 The Fund, at its expense, will provide Phoenix or its mailing agent with copies of its proxy material, if any, reports to shareholders/Contract owners and other permissible communications to shareholders/Contract owners in such quantity as Phoenix will reasonably require. Phoenix will distribute this proxy material, reports and other communications to existing Contract owners and will xxxx the Fund for the reasonable cost of such distribution.

4.4 If and to the extent required by law, Phoenix will:

(a) solicit voting instructions from Contract owners;

(b) vote the shares of the Designated Portfolios held in the Account in accordance with instructions received from Contract owners; and

(c) vote shares of the Designated Portfolios held in the Account for which no timely instructions have been received, in the same proportion as shares of such Designated Portfolio for which instructions have been received from Phoenix’s Contract owners, so long as and to the extent that the Commission continues to interpret the 1940 Act to require pass-through voting privileges for Contract owners.

Phoenix reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Phoenix will be responsible for assuring that the Accounts participating in the Fund calculate voting privileges in a manner consistent with all legal requirements, including the Proxy Voting Procedures set forth in Schedule C and the Mixed and Shared Funding Exemptive Order as described in Section 7.1.

4.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund either will provide for annual meetings (except insofar as the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, to comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the 0000 Xxx) as well as with Section 16(a) and, if and when applicable, Section 16(b). Further, the Fund will act in accordance with the Commission’s

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interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

ARTICLE V – SALES MATERIAL AND OTHER PROMOTIONAL MATERIAL

5.1 For purposes of this Article V, the phrase “sales literature and other promotional material” includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (i.e., on-line networks such as the Internet or other electronic messages)), any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, SAIs, shareholder reports, and proxy materials and any amendments or supplements to, or reprints or excerpts of, any of the above and any other material constituting sales literature or advertising under FINRA rules, the 1933 Act or the 1940 Act.

5.2 Phoenix will furnish, or will cause to be furnished, to the Fund or the Adviser, each piece of sales literature and other promotional material in which the Fund or the Adviser is named, at least ten (10) Business Days prior to its use. No such material will be used if the Distributor, on behalf of the Fund, reasonably objects to such use within five (5) Business Days after receipt of such material.

5.3 Phoenix will not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in sales literature and other promotional material provided by the Distributor, except with permission of the Fund or the Adviser. The Fund and the Adviser agree to respond to any request for approval on a prompt and timely basis.

5.4 The Distributor or the Adviser will furnish, or will cause to be furnished, to Phoenix or its designee, each piece of sales literature and other promotional material in which Phoenix or its separate account is named, at least ten (10) Business Days prior to its use. No such material will be used if Phoenix reasonably objects to such use within five (5) Business Days after receipt of such material.

5.5 The Fund, Distributor and the Adviser will not give any information or make any representations or statements on behalf of Phoenix or concerning Phoenix, each Account, or the Contracts other

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than the information or representations contained in sales literature and other promotional material provided by Phoenix, except with permission of Phoenix. Phoenix agrees to respond to any request for approval on a prompt and timely basis.

5.6 The Distributor will provide to Phoenix at least one complete copy of all sales literature and other promotional material, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, within a reasonable time after the filing of each such document with the Commission or FINRA.

5.7 Phoenix will provide to the Distributor at least one complete copy of all solicitations for voting instructions, sales literature and other promotional material, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the filing of each such document with the Commission or FINRA (except that with respect to post-effective amendments to such prospectuses and SAIs and sales literature and promotional material, only those prospectuses and SAIs and sales literature and other promotional material that relate to or refer to the Fund will be provided). In addition, Phoenix will provide to the Fund at least one complete copy of (i) a registration statement that relates to the Contracts or each Account, containing representative and relevant disclosure concerning the Fund; and (ii) any post-effective amendments to any registration statements relating to the Contracts or such Account that refer to or relate to the Fund.

5.8 The Fund, the Adviser and the Distributor hereby consent to Phoenix’s use of the names of the Fund, Adviser and/or the Distributor as well as the names of the Portfolios set forth in Schedule B of this Agreement, in connection with marketing the Contracts, subject to the terms of Sections 5.1 of this Agreement. Phoenix acknowledges and agrees that the Adviser and Distributor and/or their affiliates own all right, title and interest in and to the name and covenants and agrees not, at any time, to challenge the rights of Adviser and Distributor and/or their affiliates to such name or design, or the validity or distinctiveness thereof. The Fund, the Adviser and the Distributor hereby consent to the use of any trademark, trade name, service xxxx or logo used by the Fund, the Adviser and the Distributor, subject to the Fund’s, the Adviser’s and/or the Distributor’s approval of such use and in accordance with reasonable requirements of the 1940 Act, the Adviser or the Distributor. Such consent will terminate with the termination of this Agreement. The Adviser, Distributor or the Fund may withdraw this consent as to any particular use of any such name or identifying marks at any time (i) upon the Adviser’s, Distributor’s or Fund’s reasonable determination that such use would have a material adverse effect on the reputation or marketing efforts of the Adviser, the Distributor or the Fund or (ii) if no investment company, or

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series or class of shares of any investment company advised by Adviser or distributed by Distributor continues to be offered through Contracts issued by Phoenix; provided however, that Adviser or Distributor may, in either’s individual discretion, continue to use materials prepared or printed prior to the withdrawal of such authorization. Phoenix agrees and acknowledges that all use of any designation comprised in whole or in part of the name, trademark, trade name, service xxxx and logo under this Agreement shall inure to the benefit of the Fund, Adviser and/or the Distributor.

5.9 The Fund, the Adviser, the Distributor and Phoenix agree to adopt and implement procedures reasonably designed to ensure that information concerning Phoenix, the Fund, the Adviser or the Distributor, respectively, and their respective affiliated companies, that is intended for use only by investment professionals selling the Contracts is properly marked as not for use with the general public and that such information is only so used.

ARTICLES VI – FEES, COSTS AND EXPENSES

6.1 The Fund will pay no fee or other compensation to Phoenix under this Agreement except that: (1) for Class I and Class II shares of the Fund, the Adviser will make payments to Phoenix or any distributor for the Contracts in an amount agreed to between the Adviser and Phoenix and as set forth under Schedule D; and (2) for Class II shares only, the Distributor will, on behalf of the Fund, make payments as set forth in Schedule D to Phoenix out of the Fund’s own assets pursuant to Rule 12b-1 under the 1940 Act, in recognition of the distribution related activities provided by Phoenix on behalf of the Fund to Contract owners who allocate assets to the Class II Portfolios, and/or in recognition of the economies provided to the Fund as a result of accounting and recordkeeping services provided to Contract owners by Phoenix utilizing an omnibus relationship.

6.2 All expenses incident to performance by the Fund of this Agreement will be paid by the Fund to the extent permitted by law. The Fund will bear the expenses for the cost of registration and qualification of the Fund’s shares, including without limitation, the preparation of and filing all applicable forms with the SEC; and payment of all applicable registration or filing fees with respect to shares of the Fund; preparation and filing of the Fund’s prospectus, SAI and registration statement, proxy materials and reports; typesetting the Fund’s prospectus; typesetting and printing proxy materials and reports to Contract owners (including the costs of printing a Fund prospectus that constitutes an annual report); the preparation of all statements and notices required by any federal or state law; all taxes on the issuance or transfer of the Fund’s shares; any

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expenses permitted to be paid or assumed by the Fund pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act; and other costs associated with preparation of prospectuses and SAIs for the Designated Portfolios in electronic or typeset format, as well as any distribution expenses as set forth in Article IV of this Agreement.

6.3 Except as otherwise provided in this Agreement, each party shall bear all expenses incidental to the performance of its obligations under this Agreement.

ARTICLE VII – MIXED and SHARED FUNDING RELIEF

7.1 The Fund represents and warrants that it has applied for and received an order (File No. IC-27999) from the Commission granting Participating Insurance Companies and variable annuity separate accounts and variable life insurance separate accounts relief from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the 1940 Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity separate accounts and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies and qualified pension and retirement plans outside of the separate account context (the “Mixed and Shared Funding Exemptive Order”). The parties to this Agreement agree that the conditions or undertakings specified in the Mixed and Shared Funding Exemptive Order, when granted, and that may be imposed on Phoenix, the Fund and/or the Adviser by virtue of the receipt of such order by the Commission, will be incorporated herein by reference, and such parties agree to comply with such conditions and undertakings to the extent applicable to each such party.

ARTICLE VIII – INDEMNIFICATION

8.1 Indemnification by the Phoenix

(a) Phoenix agrees to indemnify and hold harmless the Fund, the Adviser, the Distributor, and each person, if any, who controls or is associated with the Fund, the Adviser, or the Distributor within the meaning of such term under the federal securities laws and any director, trustee, officer, employee or agent of the foregoing (collectively, the “Indemnified Parties” for purposes of this Section 8.1) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of Phoenix) or actions in respect thereof (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute,

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regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

(1) arise out of any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or SAI for the Contracts or contained in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of the omission or alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Phoenix by or on behalf of the Fund, the Adviser, or the Distributor for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or

(2) arise out of or as a result of statements or representations by or on behalf of Phoenix (other than statements or representations contained in the Fund registration statement, prospectus, SAI or sales literature or other promotional material of the Fund, or any amendment or supplement to the foregoing, not supplied by Phoenix or persons under its control) or wrongful conduct of Phoenix or persons under its control, with respect to the sale or distribution of the Contracts or Fund shares; or

(3) arise out of untrue statement or alleged untrue statement of a material fact contained in the Fund registration statement, prospectus, SAI or sales literature or other promotional material of the Fund (or any amendment or supplement to the foregoing) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make such statements not misleading in light of the circumstances in which they were made, if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of Phoenix or persons under its control; or

(4) arise as a result of any failure by Phoenix to provide the services and furnish the materials under the terms of this Agreement; or

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(5) arise out of any material breach of any representation and/or warranty made by Phoenix in this Agreement or arise out of any other material breach by Phoenix of this Agreement; except to the extent provided in Sections 8.1(b) and 8.4 hereof. This indemnification will be in addition to any liability that Phoenix otherwise may have.

(b) No party will be entitled to indemnification under Section 8.1(a) if such loss, claim, damage, liability, expense action or settlement is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party’s duties under this Agreement, or by reason of such party’s reckless disregard of its obligations or duties under this Agreement.

(c) The Indemnified Parties promptly will notify Phoenix of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of the Fund.

8.2 Indemnification by the Adviser and Distributor

(a) The Adviser and Distributor agree to indemnify and hold harmless Phoenix and each person, if any, who controls or is associated with Phoenix within the meaning of such term under the federal securities laws and any director, officer, employee or agent of the foregoing (collectively, the “Indemnified Parties” for purposes of this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser and Distributor) or actions in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

(1) arise out of or as a result of statements or representations (other than statements or representations contained in the Contracts or in the Contract registration statements, prospectuses or SAIs or sales literature or other promotional material for the Contracts, or any amendment or supplement to the foregoing, not supplied by the Adviser, the Distributor, or persons under the control of the Adviser, the Distributor, respectively) or wrongful conduct of the Adviser, the Distributor, or persons under the control of the Adviser, the Distributor, respectively, with respect to the sale or distribution of the Contracts shares; or

15

(2) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI or sales literature or other promotional material covering the Contracts (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated or necessary to make such statement or statements not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to Phoenix by or on behalf of the Adviser, the Distributor, or persons under any of their control; or

(3) arise as a result of any failure the Distributor or the Adviser to provide the services and furnish the materials under the terms of this Agreement; or

(4) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the Distributor in this Agreement, or arise out of or result from any other material breach of this Agreement by the Adviser or the Distributor (including a failure, whether intentional or in good faith or otherwise, to comply with the requirements of Subchapter M of the Code specified in Article III, Section 3.2 of this Agreement and the diversification requirements specified in Article III, Section 3.3 of this Agreement, as described more fully in Section 8.5 below); except to the extent provided in Sections 8.2(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Adviser or Distributor otherwise may have.

(b) No party will be entitled to indemnification under Section 8.2(a) if such loss, claim, damage, liability, expense, action or settlement is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party’s duties under this Agreement, or by reason of such party’s reckless disregard of its obligations or duties under this Agreement.

(c) The Indemnified Parties will promptly notify the Adviser, and the Distributor of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account.

8.3 Indemnification by the Fund

(a) The Fund agrees to indemnify and hold harmless Phoenix and each person, if any, who controls or is associated with Phoenix within the meaning of such term under the federal

16

securities laws and any director, officer, employee or agent of the foregoing (collectively, the “Indemnified Parties” for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and:

(1) arise out of any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or SAI for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of the omission or alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of Phoenix for use in the registration statement, prospectus or SAI for the Fund or in sales literature or other promotional material of the Fund (or any amendment or supplement thereto) or otherwise for use in connection with the sale of Fund shares; or

(2) arise out of or as a result of statements or representations (other than statements or representations contained in the Fund registration statements, prospectuses or SAIs or sales literature or other promotional material of the Fund, or any amendment or supplement to the foregoing, not supplied by the Fund or persons under the control of the Fund) or wrongful conduct of the Fund or persons under the control of the Fund, with respect to the sale or distribution of Fund shares; or

(3) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement; or

(4) arise out of any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of any other material breach of this Agreement by the Fund (including a failure, whether intentional or in good faith or otherwise, to comply with the requirements of Subchapter M of the Code

17

specified in Article III, Section 3.2 of this Agreement and the diversification requirements specified in Article III, Section 3.3 of this Agreement as described more fully in Section 8.5 below); or

(5) arise out of the incorrect or untimely calculation or reporting of daily net asset value per share or dividend or capital gain distribution rate; except to the extent provided in Sections 8.3(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Fund otherwise may have.

(b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability, expense action or settlement is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party’s duties under this Agreement, or by reason of such party’s reckless disregard of its obligations and duties under this Agreement.

(c) The Indemnified Parties will promptly notify the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account.

8.4 Indemnification Procedure

Any person obligated to provide indemnification under this Article VIII (“Indemnifying Party” for the purpose of this Section 8.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII (“Indemnified Party” for the purpose of this Section 8.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party’s election to assume the defense thereof, the Indemnified Party

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will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

8.5 Indemnification for Failure to Comply with Diversification Requirements

The Fund, the Adviser and the Distributor acknowledge that any failure (whether intentional or in good faith or otherwise) to comply with the diversification requirements specified in Article III, Section 3.3 of this Agreement may result in the Contracts not being treated as variable contracts for federal income tax purposes, which would have adverse tax consequences for Contract owners and could also adversely affect Phoenix’s corporate tax liability. Accordingly, without in any way limiting the effect of Sections 8.2(a) and 8.3(a) hereof and without in any way limiting or restricting any other remedies available to Phoenix, the Fund, the Adviser and the Distributor will pay on a joint and several basis all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Portfolio to comply with Section 3.3 of this Agreement, including all costs associated with correcting or responding to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment for those of the failed Fund or Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); fees and expenses of legal counsel and other advisors to Phoenix and any federal income taxes or tax penalties (or “toll charges” or exactments or amounts paid in settlement) incurred by Phoenix in connection with any such failure or anticipated or reasonably foreseeable failure. Such indemnification and

19

reimbursement obligation shall be in addition to any other indemnification and reimbursement obligations of the Fund, the Adviser and/or the Distributor under this Agreement.

ARTICLE IX – APPLICABLE LAW

9.1 This Agreement will be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Colorado.

9.2 This Agreement will be subject to the provisions of the 1933 Act, the 1934 Act and the 1940 Act, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the Commission may grant (including, but not limited to, the Mixed and Shared Funding Exemptive Order) and the terms hereof will be interpreted and construed in accordance therewith.

ARTICLE X – TERMINATION

10.1 This Agreement will terminate:

(a) at the option of any party, with or without cause, with respect to one, some or all of the Portfolios, upon three (3) month’s advance written notice to the other parties or, if, later, upon three (3) month’s advance written notice, upon receipt of any required exemptive relief or orders from the SEC, unless otherwise agreed in a separate written agreement among the parties; or

(b) at the option of Phoenix, upon written notice to the other parties, with respect to any Portfolio if shares of the Portfolio are not reasonably available to meet the requirements of the Contracts as determined in good faith by Phoenix; or

(c) at the option of Phoenix, upon written notice to the other parties, with respect to any Portfolio in the event any of the Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by Phoenix; or

(d) at the option of the Fund, upon written notice to the other parties, upon institution of formal proceedings against Phoenix by FINRA, the Commission, or any state securities or insurance department or any other regulatory body regarding Phoenix’s duties under this Agreement or related to the sale of the Contracts, the administration of the Contracts, the operation of the Account, or the purchase of the Fund shares, provided that the Fund determines in its sole judgment, exercised in good faith, that any such

20

proceeding would have a material adverse effect on Phoenix’s ability to perform its obligations under this Agreement; or

(e) at the option of Phoenix, upon written notice to the other parties, upon institution of formal proceedings against the Fund, the Distributor, or the Adviser by FINRA, the Commission or any state securities or insurance department or any other regulatory body, provided that Phoenix determines in its sole judgment, exercised in good faith, that any such proceeding would have a material adverse effect on the Fund’s, the Distributor’s, or the Adviser’s ability to perform its obligations under this Agreement; or

(f) at the option of Phoenix, upon written notice to the other parties, if the Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code, or under any successor or similar provision, or if Phoenix reasonably and in good faith believes that the Fund may fail to so qualify; or

(g) at the option of Phoenix, upon written notice to the other parties, with respect to any Portfolio if the Fund fails to meet the diversification requirements specified in Section 3.3 hereof or if Phoenix reasonably and in good faith believes the Fund may fail to meet such requirements; or

(h) at the option of any party to this Agreement, upon written notice to the other parties, upon another party’s material breach of any provision of this Agreement; or

(i) at the option of Phoenix, if Phoenix determines in its sole judgment exercised in good faith that either the Fund or the Adviser has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity that is likely to have a material adverse impact upon the business and operations of Phoenix, such termination to be effective sixty (60) days’ after receipt by the other parties of written notice of the election to terminate; or

(j) at the option of the Fund or the Adviser, if the Fund or Adviser respectively, determines in its sole judgment exercised in good faith that Phoenix has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity that is likely to have a material adverse impact upon the business and operations of the Fund or the Adviser, such termination to be effective sixty (60) days’ after receipt by the other parties of written notice of the election to terminate; or

(k) at the option of Phoenix or the Fund upon receipt of any necessary regulatory approvals and/or the vote of the Contract owners having an interest in the Account (or any sub-

21

account) to substitute the shares of another investment company for the corresponding Portfolio’s shares of the Fund in accordance with the terms of the Contracts for which those Portfolio shares had been selected to serve as the underlying portfolio. Phoenix will give sixty (60) days’ prior written notice to the Fund of the date of any proposed vote or other action taken to replace the Fund’s shares or of the filing of any required regulatory approval(s); or

(1) at the option of Phoenix or the Fund upon a determination by a majority of the Fund Board, or a majority of the disinterested Fund Board members, that an irreconcilable material conflict exists among the interests of: (1) all Contract owners of variable insurance products of all separate accounts; or (2) the interests of the Participating Insurance Companies investing in the Fund as set forth in Article VII of this Agreement; or

(m) in the event any of the Contracts are not issued or sold in accordance with applicable federal and/or state law.

10.2 Notice Requirement

(a) No termination of this Agreement, except a termination under Section 10.1(m) of this Agreement, will be effective unless and until the party terminating this Agreement gives prior written notice to all other parties of its intent to terminate, which notice will set forth the basis for the termination.

(b) In the event that any termination of this Agreement is based upon the provisions of Article VII, such prior written notice will be given in advance of the effective date of termination as required by such provisions.

10.3 Effect of Termination

Notwithstanding any termination of this Agreement, the Fund, the Adviser and the Distributor will, at the option of Phoenix, continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, the owners of the Existing Contracts will be permitted to reallocate investments in the Designated Portfolios (as in effect on such date), redeem investments in the Designated Portfolios and/or invest in the Designated Portfolios upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.3 will not apply to any terminations under Article VII and the effect of such Article VII terminations will be governed by Article VII of this Agreement.

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10.4 Surviving Provisions

Notwithstanding any termination of this Agreement, each party’s obligations under Article VIII to indemnify other parties will survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all provisions of this Agreement also will survive and not be affected by any termination of this Agreement.

ARTICLE XI – NOTICES

Any notice will be deemed duly given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other parties.

If to the Phoenix:

Phoenix Life Insurance Company

Xxx Xxxxxxxx Xxx

Xxxxxxxx, XX 00000

Attn: Xxxx Xxxxx, Vice President

With Copy to:

Phoenix Life Insurance Company

Xxx Xxxxxxxx Xxx

Xxxxxxxx, XX 00000

Attn: Xxxxxx Xxxxxx

If to the Fund:

Financial Investors Variable Insurance Trust

0000 Xxxxxxxx, Xxxxx 0000

Xxxxxx, Xxxxxxxx 00000

Attn: President

If to the Adviser:

ALPS Advisors, Inc.

0000 Xxxxxxxx, Xxxxx 0000

Xxxxxx, Xxxxxxxx 00000

Attn: General Counsel

If to the Distributor:

ALPS Distributors, Inc.

0000 Xxxxxxxx, Xxxxx 0000

Xxxxxx, Xxxxxxxx 00000

Attn: General Counsel

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ARTICLE XII – MISCELLANEOUS

12.1 All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund.

12.2 Each party herein represents that it is either a financial institution subject to the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot Act”) and the Bank Secrecy Act (collectively, the “AML Acts”) or it shall perform under this Agreement and sell the Contracts as if it were subject to the AML Acts, which require among other things, that financial institutions adopt compliance programs to guard against money laundering, and it is covered by a program that complies with the AML Acts and applicable anti-money laundering (“AML”) rules of self regulatory organizations, such as NASD Rule 3011, in all relevant respects. Phoenix agrees to cooperate with the Distributor to satisfy the Distributor’s due diligence policies, which may include annual AML compliance certifications, periodic AML due diligence reviews and/or other requests deemed necessary to ensure the Phoenix’s compliance with the AML regulations.

12.3 In addition, the parties hereto agree that any Nonpublic Personal Information, as the term is defined in SEC Regulation S-P (“Reg. S-P”) that may be disclosed by a party hereunder is disclosed for the specific purpose of permitting the other party to perform the services set forth in this Agreement. Each party agrees that, with respect to such information, it will comply with Reg. S-P and any other applicable regulations and that it will not disclose any Nonpublic Personal Information received in connection with this Agreement or any other party, except to the extent required to carry out the services set forth in this Agreement or as otherwise permitted by law.

12.4 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

12.5 This Agreement may be executed simultaneously in two or more counterparts, each of which taken together will constitute one and the same instrument.

12.6 If any provision of this Agreement will be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement will not be affected thereby.

12.7 This Agreement will not be assigned by any party hereto without the prior written consent of all the parties.

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12.8 The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal law.

12.9 The parties to this Agreement acknowledge and agree that this Agreement shall not be exclusive in any respect.

12.10 Each party to this Agreement will cooperate with each other party and all appropriate governmental authorities (including without limitation the Commission, FINRA and state insurance regulators) and will permit each other and such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.

12.11 Each party represents that the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate or board action, as applicable, by such party and when so executed and delivered this Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms.

12.12 The parties to this Agreement may amend the schedules to this Agreement in writing from time to time to reflect changes in or relating to the Contracts, the Accounts or the Portfolios of the Fund or other applicable terms of this Agreement.

(Signature page to follow)

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and behalf by its duly authorized representative as of the date specified above.

PHOENIX LIFE INSURANCE COMPANY
By:		/s/ Xxxxxxxx X. XxXxx
Name:		Xxxxxxxx X. XxXxx
Title:		Vice President
PHL VARIABLE INSURANCE COMPANY
By:		/s/ Xxxxxxxx X. XxXxx
Name:		Xxxxxxxx X. XxXxx
Title:		Vice President
PHOENIX LIFE AND ANNUITY COMPANY
By:		/s/ Xxxxxxxx X. XxXxx
Name:		Xxxxxxxx X. XxXxx
Title:		Vice President
FINANCIAL INVESTORS VARIABLE INSURANCE TRUST
By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		President

26

ALPS ADVISORS, INC.
By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		President
ALPS DISTRIBUTORS, INC.
By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		President

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PARTICIPATION AGREEMENT

SCHEDULE A

The following Separate Accounts of PHL Variable Insurance Company are permitted in accordance with the provisions of this Agreement to invest in Portfolios of the Fund shown in Schedule B:

Name of Separate Account

PHOENIX LIFE INSURANCE COMPANY

PHOENIX LIFE VARIABLE ACCUMULATION ACCOUNT (’40 Act Reg. # 811-03488)

(Separate account established: 6/21/82)

Variable Accumulation Annuity Contracts funded by this Separate Account:

‘33 Act Reg. #		Variable Insurance Product		Contract #
002-78020		Big Edge Group Strategic Edge® Phoenix Spectrum Edge® (Maine & New York) Xxxxxxxxx Investment Plus The Big Edge Choice® for NY The Big Edge Plus ® The Phoenix Edge ® - VA for NY		2545 GD601, GD603 D612 2647 D601 NY 2646 D602 NY
		Phoenix Spectrum Edge ® +		D612
333-31320		Freedom Edge® (Maine & New York) Retirement Planner’s Edge (Maine & New York)		D615 D603 NY
333-47868		Phoenix Income Choice® (Maine & New York)		I602
333-68872		Phoenix Investor’s Edge® (Maine & New York)		D610
333-82916		Phoenix Asset Manager		D614
333-123035		Phoenix Dimensions® (Maine & New York)		D618
333-153048		Phoenix Flexible Retirement ChoiceSM		08VA (08VA.1 NY)

PHOENIX LIFE VARIABLE UNIVERSAL LIFE ACCOUNT (’40 Act Reg. # 811-04721)

(Separate account established: 6/17/85)

Variable Universal Life Insurance Policies funded by this Separate Account:

‘33 Act Reg. #		Variable Insurance Product		Policy Form #
033-06793		The Phoenix Edge® The Phoenix Edge® - SPVL		5000 V610, V610 NY
033-23251		Flex Edge Flex Edge Success® Joint Edge® Individual Edge®		2667 V603 V601 V603(PIE)
333-23171		Estate Edge® Estate Strategies – Developed exclusively for NFP Securities, Inc.		V602 V611

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333-86921		Corporate Edge Executive Benefit VUL – Developed for Xxxxx Xxxxxx Phoenix Executive VULSM		V608 V607 V614
333-119919		Phoenix Express VULSM (Maine & New York) Phoenix Express VULSM (Maine & New York)		V616 06PEXVUL
333-146301		Phoenix Benefit Choice VUL®		07VUL
333-149636		Phoenix Joint Edge® VUL		08JE
333-152387		Phoenix Executive VUL®		08XVUL

The following separate accounts are closed to new business.

These accounts invest in the Phoenix Capital Growth Series.

		‘33 Act Reg. #		‘40 Act Reg. #
PHOENIX LIFE SEPARATE ACCOUNT B		002-33165		N/A
PHOENIX LIFE SEPARATE ACCOUNT C		033-49564		811-02268
PHOENIX LIFE SEPARATE ACCOUNT D		033-49562		811-02269

PHL VARIABLE INSURANCE COMPANY

PHL VARIABLE ACCUMULATION ACCOUNT (’40 Act Reg. # 811-08914)

(Separate account established: 12/7/94)

Variable Accumulation Annuity Contracts funded by this Separate Account:

‘33 Act Reg. #		Variable Insurance Product		Contract #
033-87376		Phoenix Spectrum Edge® The Big Edge Choice® The Phoenix Edge ®- VA Phoenix Spectrum Edge® +		D611 D601 D602, D602 NY D611
333-48140		Phoenix Income Choice®		I601
333-68164		Phoenix Investor’s Edge®		D609
333-78761		Freedom Edge® Retirement Planner’s Edge		D615 D603
333-82912		Phoenix Asset Manager		D613
333-95611		Phoenix Premium Edge®		D604
333-123040		Phoenix DimensionsSM		D617
333-152905		Phoenix Flexible Retirement ChoiceSM		08VA

PHL VARIABLE ACCUMULATION ACCOUNT II (’40 Act Reg. # 811-22146)

(Separate account established: 10/25/07)

Variable Accumulation Annuity Contracts funded by this Separate Account:

‘33 Act Reg. #		Variable Insurance Product		Contract #
333-147565		Phoenix Portfolio Advisor®		PHL-2300-2

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PHLVIC Variable Universal Life Account (’40 Act Reg. # 811-09065)

(Separate account established: 09/10/98)

Variable Universal Life Insurance Policies funded by this Separate Account:

‘33 Act Reg. #		Variable Insurance Product		Policy Form #
333-65823		Flex Edge Success®		V605
333-76778		The Phoenix Edge® - SVUL		V612
333-81458		The Phoenix Edge® - VUL		V613
333-119916		Phoenix Express VULSM Phoenix Express VULSM		V615 06PEXVUL
333-143656		Phoenix Benefit Choice VUL®		07VUL
333-149105		Phoenix Joint Edge® VUL		08JE
333-152389		Phoenix Executive VUL®		08XVUL

PHOENIX LIFE AND ANNUITY COMPANY

Phoenix Life and Annuity Variable Universal Life Account (’40 Act Reg. # 811-07835)

(Separate account established: 07/01/96)

Variable Universal Life Insurance Policies funded by this Separate Account:

‘33 Act Reg. #		Variable Insurance Product		Contract #
333-12989		Corporate Edge Executive Benefit VUL – Developed for Xxxxx Xxxxxx Flex Edge Success®		V609 V606 V604

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PARTICIPATION AGREEMENT

SCHEDULE B

The Separate Account(s) shown on Schedule A may invest in the following Portfolios of the Fund.

FINANCIAL INVESTORS VARIABLE INSURANCE TRUST

Ibbotson Aggressive Growth ETF Asset Allocation Portfolio – Class II

Ibbotson Growth ETF Asset Allocation Portfolio – Class II

Ibbotson Balanced ETF Asset Allocation Portfolio – Class II

Ibbotson Income and Growth ETF Asset Allocation Portfolio – Class II

Ibbotson Conservative ETF Asset Allocation Portfolio – Class II

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PARTICIPATION AGREEMENT

SCHEDULE C

PROXY VOTING PROCEDURES

The following is a list of procedures and corresponding responsibilities for the handling of proxies and voting instructions relating to the Fund. The defined terms herein shall have the meanings assigned in the Participation Agreement except that the term “Company” shall also include the department or third party, if any, assigned by the Company to perform the steps delineated below.

1. The proxy proposals are given to the Company by the Fund as early as possible before the date set by the Fund for the shareholder meeting to enable the Company to consider and prepare for the solicitation of voting instructions from owners of the Contracts and to facilitate the establishment of tabulation procedures. At this time the Fund will inform the Company of the Record, Mailing and Meeting dates. This will be done verbally approximately two months before the shareholder meeting.

2. Promptly after the Record Date, the Company will perform a “tape run”, or other activity, which will generate the names, addresses and number of units attributable to each contract owner/policyholder (the “Customer”) as of the Record Date. Allowance should be made for account adjustments made after this date that could affect the status of the Customers’ accounts as of the Record Date.

Note: The number of proxy statements is determined by the activities described in this Step #2. The Company will use its best efforts to call in the number of Customers to the Fund, as soon as possible, but no later than two weeks after the Record Date.

3. The Fund’s Annual Report must be sent to each Customer by the Company either before or together with the Customers’ receipt of voting instruction solicitation material. The Fund will provide the last Annual Report to the Company pursuant to the terms of Section 6.2 of the Agreement to which this Schedule relates.

4. The text and format for the Voting Instruction Cards (“Cards” or “Card”) is provided to the Company by the Fund. The Company, at its expense, shall produce and personalize the Voting Instruction Cards. The Fund or its affiliate must approve the Card before it is printed. Allow approximately 2-4 business days for printing information on the Cards. Information commonly found on the Cards includes:

• name (legal name as found on account registration)

• address

• Fund or account number

• coding to state number of units

• individual Card number for use in tracking and verification of votes (already on Cards as printed by the Fund).

(This and related steps may occur later in the chronological process due to possible uncertainties relating to the proposals.)

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5. During this time, the Fund will develop, produce and pay for the Notice of Proxy and the Proxy Statement (one document). Printed and folded notices and statements will be sent to Company for insertion into envelopes (envelopes and return envelopes are provided and paid for by the Company). Contents of envelope sent to Customers by the Company will include:

• Voting Instruction Card(s)

• one proxy notice and statement (one document)

• return envelope (postage pre-paid by Company) addressed to the Company or its tabulation agent

• “urge buckslip” - optional, but recommended. (This is a small, single sheet of paper that requests Customers to vote as quickly as possible and that their vote is important. One copy will be supplied by the Fund.)

• cover letter - optional, supplied by Company and reviewed and approved in advance by the Fund

6. The above contents should be received by the Company approximately 3-5 business days before mail date. Individual in charge at Company reviews and approves the contents of the mailing package to ensure correctness and completeness. Copy of this approval sent to the Fund.

7. Package mailed by the Company.

*    The Fund must allow at least a 15-day solicitation time to the Company as the shareowner. (A 5-week period is recommended.) Solicitation time is calculated as calendar days from (but NOT including,) the meeting, counting backwards.

8. Collection and tabulation of Cards begins. Tabulation usually takes place in another department or another vendor depending on process used. An often used procedure is to sort Cards on arrival by proposal into vote categories of all yes, no, or mixed replies, and to begin data entry.

Note: Postmarks are not generally needed. A need for postmark information would be due to an insurance company’s internal procedure and has not been required by the Fund in the past.

9. Signatures on Card checked against legal name on account registration printed on the Card.

Note: For Example, if the account registration is under “Xxxx X. Xxxxx, Trustee,” then that is the exact legal name to be printed on the Card and is the signature needed on the Card.

10. If Cards are mutilated, or for any reason are illegible or are not signed properly, they are sent back to Customer with an explanatory letter and a new Card and return envelope. The mutilated or illegible Card is disregarded and considered to be NOT RECEIVED for purposes of vote tabulation. Any Cards that have been “kicked out” (e.g. mutilated, illegible) of the procedure are “hand verified,” i.e., examined as to why they did not complete the system. Any questions on those Cards are usually remedied individually.

11. There are various control procedures used to ensure proper tabulation of votes and accuracy of that tabulation. The most prevalent is to sort the Cards as they first arrive into categories depending upon their vote; an estimate of how the vote is progressing may then be calculated. If the initial estimates and the actual vote do not coincide, then an internal audit of that vote should occur. This may entail a recount.

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12. The actual tabulation of votes is done in units that are then converted to shares. (It is very important that the Fund receives the tabulations stated in terms of a percentage and the number of SHARES.) The Fund must review and approve tabulation format.

13. Final tabulation in shares is verbally given by the Company to the Fund on the morning of the meeting not later than 10:00 a.m. Eastern time. The Fund may request an earlier deadline if reasonable and if required to calculate the vote in time for the meeting.

14. A Certification of Mailing and Authorization to Vote Shares will be required from the Company as well as an original copy of the final vote. The Fund will provide a standard form for each Certification.

15. The Company will be required to box and archive the Cards received from the Customers. In the event that any vote is challenged or if otherwise necessary for legal, regulatory, or accounting purposes, the Fund will be permitted reasonable access to such Cards.

16. All approvals and “signing-off” may be done orally, but must always be followed up in writing.

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