0001193125-10-102312 Sample Contracts

MASTER CUSTODY AGREEMENT
Master Custody Agreement • April 30th, 2010 • Phoenix Edge Series Fund • New York

AGREEMENT, dated as of December 14, 2009 between each entity listed in Exhibit A hereto (“Fund”), and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

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UNDERWRITING AGREEMENT between THE PHOENIX EDGE SERIES FUND and PHOENIX EQUITY PLANNING CORPORATION
Underwriting Agreement • April 30th, 2010 • Phoenix Edge Series Fund • Connecticut

THIS AGREEMENT, made and entered into March 31, 2009, by and between The Phoenix Edge Series Fund (the “Fund”) for its eighteen portfolios, (the “Series”), a Massachusetts business trust and Phoenix Equity Planning Corporation (“PEPCO” formerly known as PFG Distribution Company), a Delaware corporation (the “Underwriter”).

FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • April 30th, 2010 • Phoenix Edge Series Fund • New York

AGREEMENT made as of December 14, 2009 by and between each entity listed on Annex I attached hereto (the “Fund”) and The Bank of New York Mellon (“BNY”).

PARTICIPATION AGREEMENT BY AND AMONG THE PHOENIX EDGE SERIES FUND, PHOENIX LIFE INSURANCE COMPANY, PHL VARIABLE INSURANCE COMPANY, PHOENIX LIFE AND ANNUITY COMPANY, and PHOENIX EQUITY PLANNING CORPORATION DATED: March 31, 2009
Participation Agreement • April 30th, 2010 • Phoenix Edge Series Fund • Massachusetts

THIS AGREEMENT, made and entered into as of the 31st of March, 2009 by and between Phoenix Life Insurance Company (“PLIC”), PHL Variable Insurance Company (“PHLVIC”), Phoenix Life and Annuity Company (“PLAC”) and Phoenix Equity Planning Corporation (“PEPCO”) on its and their own behalf and on behalf of each segregated asset account set forth on Schedule A attached hereto (each such account of the Company, PHLVIC and PLAC shall hereinafter be collectively referred to as the “Accounts”); and The Phoenix Edge Series Fund, a Massachusetts business trust (hereinafter, the “Fund”).

PARTICIPATION AGREEMENT
Participation Agreement • April 30th, 2010 • Phoenix Edge Series Fund • Massachusetts

THIS AGREEMENT, dated as of June 22, 2009, among The Phoenix Edge Series Fund, a business trust organized under the laws of the Commonwealth of Massachusetts, on behalf of itself or its separate series listed on Schedule A, (the “Investing Fund”), the Sentinel Group Funds, Inc.( the “Trust”) on behalf of the Sentinel Common Stock Fund-Class I and Sentinel Government Securities Fund- Class I (“Sentinel Series”), two series of the Trust, a corporation organized under the laws of the State of Maryland, the Phoenix Life Insurance Company, a corporation organized under the laws of New York, and Sentinel Financial Services Company, a partnership established under the laws of Vermont.

SECOND AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 30th, 2010 • Phoenix Edge Series Fund

THIS AMENDMENT made by and between The Phoenix Edge Series Fund, a Massachusetts business trust having a place of business located at 155 Federal Street, Boston, Massachusetts (the “Trust”) and Phoenix Variable Advisors, Inc., a Delaware corporation having a place of business located at One American Row, Hartford, Connecticut (the “Advisor”).

FIRST AMENDMENT TO SUB TRANSFER AGENCY SERVICE AGREEMENT
Sub Transfer Agency Service Agreement • April 30th, 2010 • Phoenix Edge Series Fund

THIS AMENDMENT made as of the 17th of November, 2009 the agreement dated November 18, 2008, by and among THE PHOENIX EDGE SERIES FUND, a Massachusetts business trust having a principal place of business located at 101 Munson Street, Greenfield, Massachusetts, 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; 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 (the “Agreement”) as follows:

SUB TRANSFER AGENCY SERVICE AGREEMENT between THE PHOENIX EDGE SERIES FUND and PHOENIX LIFE INSURANCE COMPANY and PHL VARIABLE INSURANCE COMPANY and PHOENIX LIFE AND ANNUITY COMPANY
Sub Transfer Agency Service Agreement • April 30th, 2010 • Phoenix Edge Series Fund • Connecticut

AGREEMENT made as of the 18TH day of November, 2008, by and among THE PHOENIX EDGE SERIES FUND, a Massachusetts business trust (hereinafter referred to as the “Fund”), and PHOENIX LIFE INSURANCE COMPANY, an insurance company domiciled in the State of New York (hereinafter referred to as “PLIC”); PHL VARIABLE INSURANCE COMPANY, an insurance company domiciled in the State of Connecticut(hereinafter referred to as “PHLVIC”); and PHOENIX LIFE AND ANNUITY COMPANY, an insurance company domiciled in the State of Connecticut (hereinafter referred to as “PLAC”) (for the purposes hereof, the immediately preceding insurance companies shall hereinafter be collectively referred to as the “Insurance Company”).

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