0001193125-07-244257 Sample Contracts

SECOND AMENDMENT TO SCHEDULE A of ADMINISTRATION AGREEMENT

Administration Agreement • November 13th, 2007 • Phoenix Equity Series Fund

• Contract Type
  Administration Agreement
• Filed
  November 13th, 2007
• Company
  Phoenix Equity Series Fund

THIS AMENDMENT made effective as of the 24th day of September, 2007 amends that certain administration agreement, dated as of July 1, 2006, as amended June 27, 2007, between the trusts listed on Schedule A (each, a “Trust” and together the “Trusts”) including the funds listed under each Trust (each, a “Fund” and together the “Funds”) and Phoenix Equity Planning Corporation, a Connecticut Corporation (the “Administration Agreement”) as herein below provided.

AMENDMENT TO SUB-TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN PHOENIX EQUITY PLANNING CORPORATION AND BOSTON FINANCIAL DATA SERVICES, INC.

Sub-Transfer Agency and Service Agreement • November 13th, 2007 • Phoenix Equity Series Fund

• Contract Type
  Sub-Transfer Agency and Service Agreement
• Filed
  November 13th, 2007
• Company
  Phoenix Equity Series Fund

This Amendment is made as of this 1st day of July 2006 between Phoenix Equity Planning Corporation (the “Transfer Agent”) and Boston Financial Data Services, Inc. (the “Sub-Transfer Agent”). In accordance with Article 3 (Fees and Expenses), Article 15.1 (Amendment) and Article 16 (Additional Funds) of the Sub-Transfer Agency and Service Agreement between the Transfer Agent and Sub-Transfer Agent dated as of January 1, 2005 (the “Agreement”), the parties desire to amend the Agreement as set forth herein.

SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT PHOENIX EQUITY SERIES FUND

Expense Limitation Agreement • November 13th, 2007 • Phoenix Equity Series Fund • Delaware

• Contract Type
  Expense Limitation Agreement
• Filed
  November 13th, 2007
• Company
  Phoenix Equity Series Fund
• Jurisdiction
  Delaware

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 January 1, 2006 as amended and restated on January 1, 2007 by and between Phoenix Equity Series Fund, a Delaware statutory 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”).