Exhibit 23(h)3(5)
Fifth Amendment to Service Amendment by and among The Phoenix Edge Series Fund,
Phoenix Life Insurance Company, PHL Variable Insurance Company
and Phoenix Life and Annuity Company
FIFTH AMENDMENT TO SERVICE AGREEMENT
THIS AMENDMENT made as of the 13th of November, 2007 amends that
certain AGREEMENT (the "Agreement") dated January 1, 2003, amended November 11,
2003, February 27, 2004, November 15, 2004, and November 13, 2005, respectively,
by and among THE PHOENIX EDGE SERIES FUND, a Massachusetts business trust having
a principal place of business located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇, 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 as follows:
1. Schedule A is hereby deleted and Revised Schedule A attached hereto and
made part hereof is substituted in lieu thereof.
2. Except as hereinabove modified, all other terms and conditions set
forth in the Agreement shall be, and remain, in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.
ATTEST: THE PHOENIX EDGE SERIES FUND
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President, Chief Legal Officer, Title: President
Counsel and Secretary
ATTEST: PHOENIX LIFE INSURANCE COMPANY ON
BEHALF OF THE VARIABLE PRODUCTS DIVISION THEREOF
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
Title: Vice President and Counsel Title: Senior Vice President
ATTEST: PHL VARIABLE INSURANCE COMPANY ON
BEHALF OF THE VARIABLE PRODUCTS DIVISION THEREOF
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
Title: Vice President and Secretary Title: Senior Vice President
ATTEST: PHOENIX LIFE AND ANNUITY COMPANY ON
BEHALF OF THE VARIABLE PRODUCTS DIVISION THEREOF
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
Title: Vice President and Secretary Title: Senior Vice President
REVISED SCHEDULE A (AS AMENDED NOVEMBER 2007)
FEE SCHEDULE
The Administrative Service Fee will be based on the average daily net assets of
the Fund, commencing on January 1, 2008 and shall be payable by the Fund within
five (5) business days following the end of each month thereafter. For fiscal
year 2008, the annual fee shall be 0.058%.
The annual Administrative Service Fee shall be based on the following formula:
ASFSeries = ICF divided by AUM
where, ASFSeries refers to the annual Administrative Service Fee
levied with respect to each respective Series,
AUM refers to the average assets under management during the
term hereof.
ICF refers to the internal costs factor determined from year
to year based upon such items as proportionate investor
inquiry support; shareholder trading; subsequent deposits;
transfer and surrender support; confirmation activities;
quarterly statement processing; and internal support.