EXHIBIT 24(b)(8)(15)
AMENDED AND RESTATED PARTICIPATION AGREEMENT
AMONG THE PHOENIX EDGE SERIES FUND,
PHOENIX LIFE INSURANCE COMPANY,
PHL VARIABLE INSURANCE COMPANY,
AND PHOENIX LIFE AND ANNUITY COMPANY
AMENDED AND RESTATED
PARTICIPATION AGREEMENT
BY AND AMONG
THE PHOENIX EDGE SERIES FUND
AND
PHOENIX LIFE INSURANCE COMPANY
AND
PHL VARIABLE INSURANCE COMPANY
AND
PHOENIX LIFE AND ANNUITY COMPANY
DATED: JANUARY 1, 2007
TABLE OF CONTENTS
DESCRIPTION PAGE
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RECITALS .......................................................... 1
ARTICLE I. Purchase and Sale of Fund Shares.......................... 2
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ARTICLE II. Representations and Warranties............................ 5
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ARTICLE III. Prospectuses and Proxy Statements; Voting................. 7
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ARTICLE IV. Sales Material and Information............................ 8
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ARTICLE V. Fees and Expenses......................................... 8
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ARTICLE VI. Diversification........................................... 9
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ARTICLE VII. Potential Conflicts....................................... 9
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ARTICLE VIII. Indemnification........................................... 11
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ARTICLE IX. Applicable Law............................................ 14
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ARTICLE X. Termination............................................... 14
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ARTICLE XI. Notices................................................... 15
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ARTICLE XII. Miscellaneous............................................. 15
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Schedule A Separate Accounts and Associated Variable Insurance
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Products.................................................. 18
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AMENDED AND RESTATED
PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into as of the 1st day of January,
2007 by and between Phoenix Life Insurance Company, a New York insurance company
(hereinafter, the "Company"), PHL Variable Insurance Company ("PHLVIC") and
Phoenix Life and Annuity Company ("PLAC"), 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").
RECITALS
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WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (hereinafter the
"1940 Act") whose shares are registered under the Securities Act of 1933, as
amended (hereinafter the "1933 Act") and serves as the investment vehicle for
separate accounts established for variable life insurance policies and variable
annuity contracts (collectively, the "Variable Insurance Products") that have
historically been, and shall continue to be, offered by the Company, PHLVIC and
PLAC (which entities shall hereinafter be collectively referred to as the
"Phoenix Insurance Companies");
WHEREAS, the beneficial interest in the Fund is divided into several
series of shares of beneficial interest, each representing the interest in a
particular managed portfolio of securities and other assets, any one or more of
which may be made available under this Agreement, as may be amended from time to
time by mutual agreement of the parties hereto (each such series hereinafter
referred to as a "Portfolio");
WHEREAS, each of the Portfolios are managed by Phoenix Investment
Counsel, Inc., Phoenix Variable Advisors, Inc. or Duff & Xxxxxx Investment
Management Co. (collectively, the "Adviser") who are each duly registered as
investment advisers under the federal Investment Advisers Act of 1940 and any
applicable state securities laws;
WHEREAS, the Fund has obtained an order from the Securities and
Exchange Commission, dated August 20, 2002 (Investment Company Act of 1940
Release No. 25703) (hereinafter, the "Shared Funding Exemptive Order") granting
participating insurance companies and variable annuity and variable life
insurance separate accounts exemptions 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 and variable life insurance separate
accounts of both affiliated and unaffiliated life insurance companies,
including, but not limited to the Accounts;
WHEREAS, the Variable Insurance Products identified on Schedule A
hereto (hereinafter, the "Contracts") have been, or will continue to be,
registered by the Phoenix Insurance Companies under the 1933 Act, unless such
Contracts are exempt from registration thereunder;
WHEREAS, each Account is a duly organized, validly existing segregated
asset account, established by resolution of the Boards of Directors of the
Phoenix Insurance Companies, on the date shown for such Account on Schedule A
hereto, to set aside and invest assets attributable to the aforesaid Contracts;
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WHEREAS, the Company is the servicing agent for the Variable Insurance
Products;
WHEREAS, the owners of Contracts are the indirect beneficial owners of
the assets of the Accounts by virtue of their ownership of such contracts (or
"Variable Insurance Products") offered by the Phoenix Insurance Companies and
distributed through Phoenix Equity Planning Corporation, a registered
broker-dealer under the Securities Exchange Act of 1934, as amended (hereinafter
the "1934 Act") and a member in good standing of the National Association of
Securities Dealers (hereinafter, the "NASD"); who serves as principal
underwriter for the Contracts;
WHEREAS, the Company has registered, or will register, each Account as
a unit investment trust under the 1940 Act, unless such Account is exempt from
registration thereunder;
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Phoenix Insurance Companies intend to memorialize their
continuing arrangements to purchase shares in the Portfolios on behalf of each
Account to fund certain of the aforesaid Contracts; and,
WHEREAS, the parties mutually desire to set forth their mutual
agreements and understandings with respect to their respective duties and
obligations hereunder.
AGREEMENT
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NOW, THEREFORE, in consideration of their mutual promises herein
contained and other good and valuable consideration, the parties agree as
follows:
ARTICLE I. Purchase and Sale of Fund Shares
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1.1. The Fund agrees to sell those shares of each Portfolio which each
Account orders, executing such orders on a daily basis at the Net Asset Value
(as hereafter defined) next computed after receipt by the Fund, or its designee
(hereinafter, the "Processing Agent"), of the order for the shares of such
Portfolio. For purposes of this Section 1.1, the Variable Products Operations
Unit of the Company located in Albany, New York shall be the Processing Agent
for receipt of such orders from each Account and receipt by the Processing Agent
shall constitute receipt by the Fund thereof. No orders for the purchase and
redemption of Fund shares, whether or not in good order (as such term is defined
in Registration Statements (as hereafter defined)), on behalf of the Accounts
will be accepted by the Processing Agent, or its duly appointed designees, after
4:00 p.m. Eastern time. Stated otherwise, only orders accepted by the Processing
Agent, or its duly appointed designees, before 4:00 p.m. Eastern Time will be
priced using the net asset value (hereinafter, the "NAV") next computed for that
Business Day. The Processing Agent shall provide notice of such orders by 8:30
p.m. Eastern time on the next following Business Day (as hereafter defined). The
Fund, acting by and through its designated agents and/or committee(s), shall
provide the Processing Agent with the NAV for each Portfolio. The Fund shall
make the NAV per share for each Portfolio available to the Processing Agent on
each Business Day (as hereafter defined) as soon as reasonably practical after
the net asset value per share is ca1culated (normally by 6:30 p.m. Eastern time)
and shall use its best efforts to make such NAV per share available by 7 p.m.
Eastern time. The Company shall then calculate multiple accumulation unit values
("AUVs") based on each Portfolio's NAV. Purchase and redemption orders in each
Portfolio will be aggregated to arrive at the net amount of Account units to be
either issued or redeemed and corresponding Portfolio shares to be purchased or
sold. Not later than 9:00 a.m. Eastern time on the next following Business Day
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after receipt of each order, the Processing Agent shall aggregate all purchases
and redemptions into and from each Portfolio, transmit a net purchase or
redemption order to the Fund and (a) in the event that the net sum is a positive
number, wire immediately available funds equal to the net amount of purchases of
such Portfolio to the custodian designated in the Registration Statement or (b)
if the net sum is a negative number, request that the appropriate custodian wire
the appropriate amount of proceeds to the Company. The Processing Agent may
engage the services of such sub-agents from time-to-time, as it may deem
reasonable and appropriate. The Processing Agent shall, on behalf of itself and
any and all such sub-agents, certify in such form as the Fund (or its duly
authorized officers) shall reasonably request as to compliance with the
processing and trading procedures described in this Section 1.1. For the
purposes hereof, a "Business Day" shall 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
(hereinafter, the "SEC"), as amended from time to time, subject to such terms
and conditions as may be set forth in the registration statement for the Fund as
filed with the SEC, as the same shall be amended from time to time (hereinafter,
the "Registration Statement"). If the Fund provides the Company with materially
incorrect net asset value per share information through no fault of the Company,
the Company, on behalf of the Accounts, shall be entitled to an adjustment to
the number of shares purchased or redeemed to reflect the correct net asset
value per share in accordance with the net asset value correction procedures set
forth by the Board of Trustees of the Fund (hereinafter, the "Fund Board") and
in conformity with SEC interpretations as now in effect or as may be amended.
Any material error in the calculation of net asset value per share, dividend or
capital gain information shall be reported promptly upon discovery to the
Company.
1.2. The Fund agrees to indefinitely make its shares available for
purchase at the applicable net asset value per share by the Phoenix Insurance
Companies and the Accounts on those days on which the Fund calculates its NAV
pursuant to Section 1.1. Shares of the Fund will be sold only to the Phoenix
Insurance Companies and their Accounts. No shares of any Portfolio will be sold
to the general public. Notwithstanding the foregoing, 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 with respect to the Fund, or is, in
the reasonable discretion of the Fund Board acting in good faith and in light of
their fiduciary duties under federal and any applicable state laws, necessary in
order to protect the best interests of the Contract owners investing in such
Portfolio. The Phoenix Insurance Companies, in consultation with the Fund, shall
establish and maintain policies and procedures designed to detect, monitor and
deter (including, without limitation, rejecting specific purchase orders)
Contract owners (or their agents) whose purchase and redemption activity follows
a market timing pattern, and to take such other actions as it deems necessary to
discourage or reduce market timing activity. The Phoenix Insurance Companies
shall not modify such policies and procedures, except on providing reasonable
notice to the Fund. For the purposes hereof, "market timing activity" shall mean
and refer to any discernable pattern of excessive trading in and out of a
Portfolio by one or more Contract owners (or their agents), including, without
limitation, any purchase and sale (round trip) in and out of a single Portfolio
within any thirty day period. The Phoenix Insurance Companies shall provide
reasonable reports regarding its implementation and enforcement of such
restrictions on purchase and redemption activity that follows a market-timing
pattern upon request. The Phoenix Insurance Companies each agree that purchases
and redemptions of Portfolio shares offered by the then current prospectus of
the Fund shall be made in accordance with the provisions of such prospectus.
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1.3. In addition to the Phoenix Insurance Companies' responsibilities
under Section 1.2, they agree to provide the Fund, upon written request, the
taxpayer identification number ("TIN"), the Individual/International Taxpayer
Identification Number ("ITIN"), or other government-issued identifier ("GII"),
if known, of any or all owner(s) of the Contract and the amount, date, name or
other identifier of any investment professional(s) associated with the owner(s)
or Contract (if known), and transaction type (purchase, redemption, transfer, or
exchange) of every purchase, redemption, transfer, or exchange of Fund shares
held through an account maintained by the Phoenix Insurance Companies during the
period covered by the request.
(a) Requests must set forth a specific period, not to exceed
ninety days from the date of the request, for which transaction
information is sought. The Fund may request transaction information
older than ninety days from the date of the request as it deems
necessary to investigate compliance with policies and procedures
established by the Fund for the purpose of discouraging or reducing
market timing of the outstanding shares issued by the Fund.
(b) The Phoenix Insurance Companies agrees to provide within
thirty days upon request of the Fund or its designee, the requested
information. If requested by the Fund or its designee, the Company
agrees to use best efforts to determine promptly whether any specific
person about whom it has received the identification and transaction
information is itself a financial intermediary ("indirect
intermediary") and, upon further request of the Fund or its designee,
within thirty days provide (or arrange to have provided) the
information for those owners who hold an account with an indirect
intermediary.
(c) The Fund agrees not to use the information received for
marketing or any other similar purpose without the prior written
consent of the Phoenix Insurance Companies.
(d) The Phoenix Insurance Companies agree to execute written
instructions from the Fund to restrict or prohibit further purchases or
exchanges of Fund shares by an owner who has been identified by the
Fund as having engaged in transactions of the Fund's Shares (directly
or indirectly through the Contract) that violate policies and
procedures established or utilized by the Fund for the purpose of
discouraging or reducing market timing of the outstanding Shares issued
by the Fund.
(e) The Phoenix Insurance Companies agrees to execute
instructions from the Fund to restrict or prohibit trading as soon as
reasonably practicable, but not later than five business days after
receipt of the instructions by the Company.
(f) The Phoenix Insurance Companies must provide written
confirmation to the Fund that instructions from the Fund to restrict or
prohibit trading have been executed. The Phoenix Insurance Companies
agrees to provide confirmation as soon as reasonably practicable, but
not later than ten business days after the instructions have been
executed.
1.4. Issuance and transfer of the Fund's shares will be by book entry
only. Stock certificates will not be issued to the Phoenix Insurance Companies
or any Account.
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1.5. Shares ordered from the Fund will be recorded in an appropriate
title for each Account or the appropriate subaccount of each Account. The
Phoenix Insurance Companies undertakes and agrees to comply with all laws,
regulations, protocols and other Federal, state or foreign requirements relating
to money laundering that are applicable to the Phoenix Insurance Companies
and/or the Accounts, including, without limitation, applicable sections of the
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 (the "USA Patriot
Act"), the International Money Laundering Abatement and Anti-Terrorist Financing
Act of 2001 (Title III of the USA Patriot Act) and any and all rules and
regulations promulgated thereunder, as well as official interpretations of any
of the foregoing, that are applicable to life insurance companies and/or
separate accounts (policies and procedures adopted by the Board of Directors of
the Phoenix Insurance Companies and/or such other policies, howsoever
memorialized, as may be implemented from time to time by the Phoenix Insurance
Companies in connection therewith, shall be collectively referred to as the "AML
Procedures"). The Fund and the Phoenix Insurance Companies agree that, if
required or permitted by law, rule or regulation, each would share information
with the other party regarding individuals, entities, organizations, and
countries suspected of possible terrorist or money laundering activities in
accordance with Section 314(b) of the USA PATRIOT ACT. The Phoenix Insurance
Companies agrees to provide the Fund, its internal or external auditors,
regulatory authorities, or the duly appointed agents of any of the foregoing
(collectively, the "Interested Parties"), any and all necessary reports and
information requested by the Fund or any of the Interested Parties, as the case
may be, with respect to the Phoenix Insurance Companies performance of its
obligations under the AML Procedures.
1.6. The Fund shall furnish same day notice (by wire or telephone,
followed by written confirmation) to the Phoenix Insurance Companies of any
trading activity, including any income, dividends or capital gain distributions
payable on the Fund's shares. The Phoenix Insurance Companies hereby elect to
receive all such income dividends and capital gain distributions as are payable
on the Portfolio shares in additional shares of that Portfolio. The Phoenix
Insurance Companies reserve the right to revoke this election and to receive all
such income dividends and capital gain distributions in cash. The Fund shall
notify the Phoenix Insurance Companies of the number of shares so issued as
payment of such dividends and distributions.
1.7. If the Fund provides the Phoenix Insurance Companies with
materially incorrect NAV per share information through no fault of the Phoenix
Insurance Companies, the Phoenix Insurance Companies on behalf of the Accounts
shall be entitled to an adjustment to the number of shares purchased or redeemed
to reflect the correct NAV per share in accordance with the NAV correction
procedures set forth by the Fund Board and in conformity with SEC
interpretations as now in effect or as may be amended from time to time. Any
material error in the calculation of NAV per share, dividend or capital gain
information shall be reported by the Fund promptly upon discovery to the Phoenix
Insurance Companies.
ARTICLE II. Representations and Warranties
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2.1. The Company represents and warrants that the Contracts are or
will be registered under the 1933 Act or are exempt from registration
thereunder; and that the Contracts will be issued and sold in compliance in all
material respects with all applicable Federal and State laws. The Company
further represents and warrants that it is an insurance company duly organized
and in good standing under applicable law and that it has legally and validly
established each Account prior to any issuance or sale
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thereof as a segregated asset account under applicable law and that each Account
is either registered or exempt from registration as a unit investment trust in
accordance with the provisions of the 1940 Act to serve as a segregated
investment account for the Contracts.
2.2. The Fund represents and warrants that Fund shares sold pursuant
to this Agreement shall be registered under the 1933 Act, duly authorized for
issuance and sold in compliance with all applicable federal and state securities
laws and that the Fund is and shall remain registered under the 0000 Xxx. The
Fund shall 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 continuous
offering of its shares. The Fund shall register and qualify the shares for sale
in accordance with the laws of the various states only if and to the extent
deemed advisable by the Fund.
2.3. The Fund represents that it is currently qualified as a Regulated
Investment Company under Subchapter M of the Internal Revenue Code of 1986, as
amended, (the "Code") and that it will make every effort to maintain such
qualification (under Subchapter M or any successor or similar provision) and
that it will notify the Company 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.
2.4. The Phoenix Insurance Companies each represent that the Contracts
are currently treated as endowment, life insurance or annuity insurance
contracts, under applicable provisions of the Code and that each will make every
effort to maintain such treatment and that each will notify the Fund 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.
2.5. The Fund currently does not intend to make any payments to
finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act, except
as to the S&P Dynamic Asset Allocation Series.
2.6. The Fund makes no 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 the various states.
2.7. The Fund represents that it is lawfully organized and validly
existing under the laws of the Commonwealth of Massachusetts and that it does
and will comply in all material respects with the 1940 Act.
2.8. The Fund represents and warrants that all of its directors,
officers, investment advisers, and other individuals/entities dealing with money
and/or securities of the Fund are and sha1l 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 shall include coverage for larceny and embezzlement and shall be
issued by a reputable bonding company.
2.9. The Company represents and warrants that all of its directors,
officers, employees, investment advisers, and other individuals/entities dealing
with the money and/or securities of the Fund are covered by a blanket fidelity
bond or similar coverage for the benefit of the Fund, and that said bond is
issued by a reputable bonding company, includes coverage for larceny and
embezzlement. The
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Company agrees to make all reasonable efforts to see that this bond or another
bond containing these provisions is always in effect, and agrees to notify the
Fund in the event that such coverage no longer applies.
2.10. Each of the parties represents and warrants to the other that it
has, or shall to the extent required by applicable law, adopt, implement and
maintain effective "disclosure controls and procedures" and "internal controls"
(as such phrases are defined pursuant to the Xxxxxxxx-Xxxxx Act of 2002 and the
rules and regulations promulgated thereunder (hereinafter collectively the "S-Ox
Act")) and will cooperate with one another in exchanging copies of such policies
and procedures and facilitating the filing by either party and/or their
respective officers and auditors of any and all certifications or attestations
as required by the S-Ox Act, including, without limitation, furnishing such
sub-certifications from relevant officers of each party as such party shall
reasonably request from time to time.
2.11. Each party represents and warrants that it shall promptly notify
the other in the event that either party becomes actually aware of any material
failure by such party to comply with the S-Ox Act with regard to disclosure
controls and procedures, internal controls or if a "material compliance matter"
(as such term is defined pursuant to Rule 38a-1 under the 0000 Xxx) arises with
respect the services provided hereunder.
2.12. Upon request, the Company agrees to provide its written policies
and procedures pursuant to Rule 38a-1 under the 1940 Act to the Fund's chief
compliance officer for review and the Fund Board's approval. The Company further
agrees to cooperate with the Fund in its 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.
2.13. Each party represents and warrants that it will keep confidential
any information acquired as a result of this Agreement regarding the business
and affairs of the other parties to this Agreement and their affiliates. The
Fund shall not, directly or indirectly, disclose or use any nonpublic personal
information regarding the consumers or customers of the Phoenix Insurance
Companies (as the terms "consumer" and "customer" are defined in Rule 3(g) and
3(i), respectively, of Regulation S-P of the SEC), other than to carry out the
functions contemplated by this Agreement, and the Fund shall establish
appropriate administrative, technical and physical safeguards to protect the
security, confidentiality and integrity of any such nonpublic personal
information. The foregoing notwithstanding, the following shall not be
considered confidential information (except in the case of any nonpublic
personal information, as defined under Regulation S-P): information that is, or
becomes, generally available to the general public from: (a) federal, State or
local governmental records, (b) widely distributed media, or (c) disclosures to
the general public that are required to be made by federal, State or local law.
ARTICLE III. Prospectuses and Proxy Statements; Voting
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3.1. At least annually, the Fund or its designee shall provide the
Phoenix Insurance Companies, free of charge, with as many copies of the current
prospectus, Statements of Additional Information, and any and all supplements
thereto, for the Fund shares of the Fund as the Phoenix Insurance Companies may
reasonably request for distribution to existing variable Contract owners whose
Contracts are funded by the Fund shares. The Fund or its designee shall provide
the Phoenix Insurance Companies, at the Phoenix Insurance Companies expense,
with as many more copies of the current
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prospectuses, Statements of Additional Information, and any and all supplements
thereto, for the Fund shares as the Company may reasonably request for
distribution to prospective purchasers of the Variable Insurance Products.
3.2. The Fund, at its expense, shall provide the Phoenix Insurance
Companies with copies of its proxy statements, reports to shareholders, and
other communications (except for prospectuses and Statements of Additional
Information, which are covered in Section 3.1) to Contract owners in such
quantity as the Phoenix Insurance Companies shall reasonably require for
distributing to Contract owners.
3.3. If, and to the extent required by law, the Phoenix Insurance
Companies shall vote the Fund shares in accordance with pass-through voting
privileges for variable Contract owners as more particularly described in
Contract registration statements. The Phoenix Insurance Companies reserve the
right to vote Fund shares held in any segregated asset account in its own right,
to the extent permitted by law. The Fund will comply with all applicable
provisions of the 1940 Act regarding voting by shareholders.
ARTICLE IV. Sales Material and Information
------------------------------
4.1. The Phoenix Insurance Companies shall 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 the Registration Statement or prospectus for the
Fund shares, as such Registration Statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund,
or in sales literature or other promotional material approved by the Company.
4.2. The Fund will provide to the Phoenix Insurance Companies at least
one complete copy of all registration statements, prospectuses, Statements of
Additional Information, reports, proxy statements, sales literature and other
promotional materials, applications for exemptions, requests for no action
letters, and all amendments to any of the above, that relate to the Fund or its
shares, contemporaneously with the filing of such document with the SEC or other
regulatory authorities. For purposes hereof, the phrase "sales literature or
other promotional material" includes, but is not limited to, any of the
following that refer to the Fund or any affiliate of the Fund, advertisements
(such as material published, or designed for use in, a newspaper, magazine, or
other periodicals, radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures or other public media), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, seminar texts, reprints or excerpts of
any other advertisement, sales literature, or published article), educational or
training materials or other communications distributed or made generally
available to some or all agents or employees, and registration statements,
Statements of Additional Information, shareholder reports, and proxy materials.
ARTICLE V. Fees and Expenses
-----------------
5.1. The Fund shall pay no fee or other compensation to the Company
under this Agreement, except that if the Fund or any Portfolio adopts and
implements a plan pursuant to Rule 12b-l to finance distribution expenses, then
any underwriter engaged by the Fund may make payments to the Company or to the
underwriter for the Contracts if and in amounts agreed to by such underwriter in
writing and such
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payments will be made out of existing fees otherwise payable to the underwriter,
past profits of the underwriter or other resources available to the underwriter.
No such payments shall be made directly by the Fund.
5.2. All expenses incident to performance by the Fund under this
Agreement shall be paid by the Fund. The Fund shall see to it that all its
shares are registered and authorized for issuance in accordance with applicable
federal law and, if and to the extent deemed advisable by the Fund, in
accordance with applicable state laws prior to their sale. The Fund shall bear
the expenses for the cost of registration and qualification of the Fund's
shares, preparation and filing of the Fund's prospectus and registration
statement, proxy materials and reports, setting the prospectus in type, setting
in type and printing the proxy materials and reports to shareholders (including
the costs of printing a prospectus that constitutes an annual report), the
preparation of all statements and notices required by any federal or state law,
and all taxes on the issuance or transfer of the Fund's shares.
5.3. The Phoenix Insurance Companies shall each bear the expenses of
distributing the Fund's prospectus and reports to owners of Contracts issued by
the Phoenix Insurance Companies. Unless otherwise specified, the Fund shall bear
the costs of soliciting Fund proxies from Contract owners, including the costs
of mailing proxy materials and tabulating proxy voting instructions, not to
exceed the costs charged by any service provider engaged by the Fund for this
purpose. The Fund shall not be responsible for the costs of any proxy
solicitations other than proxies sponsored by the Fund.
ARTICLE VI. Diversification
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6.1. The Fund 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. Without limiting
the scope of the foregoing, the Fund will at all times comply with Section
817(h) of the Code and Treasury Regulation 1.817-5, relating to the
diversification requirements for variable annuity, endowment, or life insurance
contracts and any amendments or other modifications to such Section or
Regulations. In the event of a breach of this Article VI by the Fund, the Fund
will take all reasonable steps (a) to notify Company of such breach and (b) to
adequately diversify the Fund so as to achieve compliance within the grace
period afforded by Regulation 1.817-5.
ARTICLE VII. Potential Conflicts
-------------------
7.1. The Fund Board will monitor the Fund for the existence of any
material irreconcilable conflict between the interests of the Contract owners of
all separate accounts investing in the Fund. To the extent not inconsistent with
the Shared Funding Exemptive Order, an irreconcilable material conflict may
arise for a variety of reasons, including: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling, private letter
ruling, no-action or interpretative letter, or any similar action by insurance,
tax, or securities regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the investments of
any Portfolio are being managed; (e) a difference in voting instructions given
by variable annuity contract and variable life insurance contract owners; or (f)
a decision by an insurer to disregard the voting instructions of contract
owners. The Fund Board shall promptly inform the Phoenix Insurance Companies if
it determines that an irreconcilable material conflict exists and the
implications thereof.
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7.2. The Phoenix Insurance Companies will each report any potential or
existing conflicts of which it is aware to the Fund Board. The Phoenix Insurance
Companies will each assist the Fund Board in carrying out its responsibilities
under the Shared Funding Exemptive Order by providing the Fund Board with all
information reasonably necessary for the Fund Board to consider any issues
raised. This includes, but is not limited to, an obligation by the Phoenix
Insurance Companies to inform the Fund Board whenever contract owner voting
instructions are disregarded.
7.3. If it is determined by a majority of the Fund Board, or a
majority of its disinterested trustees, that a material irreconcilable conflict
exists, the Phoenix Insurance Companies shall each, at their expense and to the
extent reasonably practicable (as determined by a majority of the disinterested
trustees), take whatever steps are necessary to remedy or eliminate the
irreconcilable material conflict, up to and including: (1) withdrawing the
assets allocable to some or all of the separate accounts from the Fund or any
Portfolio and reinvesting such assets in a different investment medium,
including, but not limited to, another Portfolio of the Fund, or submitting the
question whether such segregation should be implemented to a vote of all
affected Contract owners and, as appropriate, segregating the assets of any
appropriate group (i.e. annuity contract owners, life insurance contract owners,
or variable contract owners of one or more Phoenix Insurance Companies) that
votes in favor of such segregation, or offering to the affected Contract owners
the option of making such a change; and (2) establishing a new registered
management investment company or managed separate account.
7.4. If a material irreconcilable conflict arises because of a decision
by the Phoenix Insurance Companies to disregard Contract owner voting
instructions and that decision represents a minority position or would preclude
a majority vote, the Phoenix Insurance Companies may be required, at the Fund's
election, to withdraw the affected Account's investment in the Fund and
terminate this Agreement with respect to such Account; provided, however that
such withdrawal and termination shall be limited to the extent required by the
foregoing material irreconcilable conflict as determined by a majority of the
disinterested members of the Fund Board. Any such withdrawal and termination
must take place within six (6) months after the Fund gives written notice that
this provision is being implemented and until the end of that six month period
the Fund shall continue to accept and implement orders by the Phoenix Insurance
Companies for the purchase (and redemption) of shares of the Fund.
7.5. If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Phoenix Insurance
Companies conflicts with the majority of other state regulators, then the
Phoenix Insurance Companies will withdraw the affected Account's investment in
the Fund and terminate this Agreement with respect to such Account within six
months after the Fund Board informs the Phoenix Insurance Companies in writing
that it has determined that such decision has created an irreconcilable material
conflict; provided, however, that such withdrawal and termination shall be
limited to the extent required by the foregoing material irreconcilable conflict
as determined by a majority of the disinterested members of the Fund Board.
Until the end of the foregoing six month period, the Underwriter and Fund shall
continue to accept and implement orders by the Phoenix Insurance Companies for
the purchase (and redemption) of shares of the Fund.
7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a
majority of the disinterested members of the Fund Board shall determine whether
any proposed action adequately remedies any irreconcilable material conflict,
but in no event win the Fund be required to establish a new funding medium for
the Contracts. The Phoenix Insurance Companies shall not be required by Section
7.3 to establish a new funding medium for the Contracts if an offer to do so has
been declined by vote of a
10
majority of Contract owners materially adversely affected by the irreconcilable
material conflict. In the event that the Fund Board determines that any proposed
action does not adequately remedy any irreconcilable material conflict, then the
Phoenix Insurance Companies will withdraw the Account's investment in the Fund
and terminate this Agreement within six (6) months after the Fund Board informs
the Phoenix Insurance Companies in writing of the foregoing determination,
provided, however, that such withdrawal and termination shall be limited to the
extent required by any such material irreconcilable conflict as determined by a
majority of the disinterested members of the Fund Board.
7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended,
or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the
Act or the rules promulgated thereunder with respect to mixed or shared funding
(as defined in the Shared Funding Exemptive Order) on terms and conditions
materially different from those contained in the Shared Funding Exemptive Order,
then (a) the Fund and/or the Phoenix Insurance Companies, as appropriate, shall
take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as
amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and
(b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall
continue in effect only to the extent that terms and conditions substantially
identical to such Sections are contained in such Rule(s) as so amended or
adopted.
ARTICLE VIII. Indemnification
---------------
8.1. Indemnification By The Company.
-------------------------------
(a) The Company agrees to indemnify and hold harmless the Fund
and each trustee of the Fund Board and officers and each person, if
any, who controls the Fund within the meaning of Section 15 of the 1933
Act (collectively, the "Indemnified Parties" for purposes of this
Section 8.1) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the
Company) or litigation (including 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 sale or acquisition of, or investment
in, the Fund's shares or the Contracts and:
(i) arise out of or are based upon any untrue
statements or alleged untrue statements of any material fact
contained in the Disclosure Documents for the Contracts or
contained in the Contracts or sales literature for the Contracts
(or any amendment or supplement to any of the foregoing), or
arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading, provided that this agreement to indemnify shall 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 Company by or
on behalf of the Fund for use, in any Disclosure Document
relating to the Contracts or in the Contracts or sales literature
(or any amendment or supplement) or otherwise for use in
connection with the sale of the Contracts or Fund shares; or
11
(ii) arise out of or as a result of statements or
representations (other than statements or representations
contained in the Registration Statement, prospectus or sales
literature of the Fund not supplied by the Phoenix Insurance
Companies, or persons under their control) or wrongful conduct of
the Phoenix Insurance Companies or persons under their control,
with respect to the sale or distribution of the Contracts or Fund
Shares; or
(iii) arise out of any untrue statement or alleged
untrue statement of a material fact contained in a Registration
Statement, prospectus, or sales literature of the Fund or any
amendment thereof or supplement thereto or the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading 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 the Phoenix Insurance Companies; or
(iv) arise as a result of any failure by the Phoenix
Insurance Companies to provide the services and furnish the
materials under the terms of this Agreement; or
(v) arise out of or result from any material breach
of any representation and/or warranty made by the Phoenix
Insurance Companies in this Agreement or arise out of or result
from any other material breach of this Agreement by the Phoenix
Insurance Companies,
as limited by and in accordance with the provisions of Sections 8.1(b)
and 8.1(c) hereof.
(b) The Company shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or
litigation incurred or assessed against an Indemnified Party as such
may arise from such Indemnified Party's willful misfeasance, bad faith,
or gross negligence in the performance of such Indemnified Party's
duties or by reason of such Indemnified Party's reckless disregard of
obligations or duties under this Agreement or to the Fund, whichever is
applicable.
(c) The Company shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party
unless such Indemnified Party shall have notified the Company in
writing within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have been
served upon such Indemnified Party (or after such Indemnified Party
shall have received notice of such service on any designated agent),
but failure to notify the Company of any such claim shall not relieve
the Company from any liability which it may have to the Indemnified
Party against whom such action is brought otherwise than on account of
this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Company shall be entitled to
participate, at its own expense, in the defense of such action. The
Company also shall be entitled to assume the defense thereof, with
counsel satisfactory to the party named in the action. After notice
from the Company to such party of the Company's election to assume the
defense thereof the Indemnified Party shall bear the fees and expenses
of any additional counsel retained by it, and the Company 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
12
costs of investigation.
(d) The Indemnified Parties will promptly notify the Company
of the commencement of any litigation or proceedings 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 Fund
---------------------------
(a) The Fund agrees to indemnify and hold harmless the
Company, and each of its directors and officers and each person, if
any, who controls the Company within the meaning of Section 15 of the
1933 Act (collectively, the "Indemnified Parties" for purposes of this
Section 8.2) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the
Fund) or litigation (including legal and other expenses to which the
Indemnified Parties may become subject under any statute, at common law
or otherwise, insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) or settlements result from the
gross negligence, bad faith or willful misconduct of the Board or any
member thereof are related to the operations of the Fund, and:
(i) arise as a result of any failure by the Fund to
provide the services and furnish the materials under the terms of
this Agreement (including a failure to comply with the
diversification requirements specified in Article VI of this
Agreement); or
(ii) arise out of or result from any material breach
of any representation and/or warranty made by the Fund in this
Agreement or arise out of or result from any other material
breach of this Agreement by the Fund,
as limited by and in accordance with the provisions of Sections 8.2(b)
and 8.2(c) hereof.
(b) The Fund shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or
litigation incurred or assessed against an Indemnified Party as such
may arise from such Indemnified Party's willful misfeasance, bad faith,
or gross negligence in the performance of such Indemnified Party's
duties or by reason of, such Indemnified Party's reckless disregard of
obligations and duties under this Agreement or to the Company, the
Fund, the Underwriter or each Account, whichever is applicable.
(c) The Fund shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party
unless such Indemnified Party shall have notified the Fund in writing
within a reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been served
upon such Indemnified Party (or after such Indemnified Party shall have
received notice of such service on any designated agent), but failure
to notify the Fund of any such claim shall not relieve the Fund from
any liability which it may have to the Indemnified Party against whom
such action is brought otherwise than on account of this
indemnification provision. In case any such action is brought against
the Indemnified Parties, the Fund will be entitled to participate, at
its own expense, in the defense thereof. The Fund also shall be
entitled to assume the defense thereof, with counsel satisfactory to
the party named in the action. After notice from the Fund to such party
of the Fund's election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel
retained by it, and the Fund will not be liable to such party under
this
13
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.
(d) The Company agrees to promptly to notify the Fund of the
commencement of any material litigation or proceedings against it or
any of its respective officers or directors in connection with this
Agreement, the issuance or sale of the Contracts, with respect to the
operation of either Account, or the sale or acquisition of shares of
the Fund.
ARTICLE IX. Applicable Law
--------------
9.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
9.2. This Agreement shall be subject to the provisions of the 1933,
1934 and 1940 Acts and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the SEC
may grant (including, but not limited to, the Shared Funding Exemptive Order)
and the terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE X. Termination
-----------
10.1. This Agreement shall continue in full force and effect until the
first to occur of:
(a) termination by any party for any reason, by sixty (60)
days advance written notice delivered to the other parties; or
(b) termination by the Phoenix Insurance Companies by written
notice to the Fund with respect to any Portfolio based upon the Phoenix
Insurance Companies' determination that shares of such Portfolio are
not reasonably available to meet the requirements of the Contract; or
(c) termination by the Phoenix Insurance Companies by written
notice to the Fund 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 the Phoenix Insurance Companies; or
(d) termination by the Phoenix Insurance Companies by written
notice to the Fund with respect to any Portfolio in the event that such
Portfolio ceases to qualify as a Regulated Investment Company under
Subchapter M of the Code or under any successor or similar provision,
or if the Company reasonably believes that the Fund may fail to so
qualify, or
(e) termination by the Company by written notice to the Fund
with respect to any Portfolio in the event that such Portfolio fails to
meet the diversification requirements specified in Article VI hereof;
or
14
(f) termination by the Fund by written notice to the Company,
if the Company gives the Fund the written notice specified herein and
at the time such notice was given there was no notice of termination
outstanding under any of the provision of this Agreement; provided,
however any termination under this Section 10.1(f) shall be effective
forty-five (45) days after the notice specified in Section 6(b) was
given.
10.2. Notwithstanding any termination of this Agreement, the Fund shall
at the option to 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 shall be permitted to reallocate investments in
the Fund, redeem investments in the Fund and/or invest in the Fund upon the
making of additional purchase payments under the Existing Contracts. The parties
agree that this Section 10.2 shall not apply to any terminations under Article
VII and the effect of such Article VII of this Agreement.
10.3. The provisions of Artic1es II (Representations and Warranties),
VIII (Indemnification), IX (Applicable Law) and XII (Miscellaneous) shall
survive termination of this Agreement. In addition, all other applicable
provisions of this Agreement shall survive termination as long as shares of the
Fund are held on behalf of Contract owners in accordance with section 10.2,
except that the Fund shall have no further obligation to make Fund shares
available in Contracts issued after termination.
10.4. The Phoenix Insurance Companies shall not redeem Fund shares
attributable to the Contracts (as opposed to Fund shares attributable to the
Company's assets held in the Account) except (i) as necessary to implement
Contract owner initialed or approved transactions, or (ii) as required by state
and/or federal laws or regulations or judicial or other legal precedent of
general application (hereinafter referred to as a "Legally Required Redemption")
or (iii) as permitted by an order of the SEC pursuant to Section 26(b) of the
1940 Act. Upon request, the Company will promptly furnish to the Fund the
opinion of counsel for the Company (which counsel shall be reasonably
satisfactory to the Fund) to the effect that any redemption pursuant to clause
(ii) above is a Legally Required Redemption. Furthermore, except in cases where
permitted under the terms of the Contracts, the Company shall not prevent
Contract owners from allocating payments to a Portfolio that was otherwise
available under the Contracts without first giving the Fund ninety (90) days
notice of its intention to do so.
ARTICLE XI. Notices
-------
Any notice shall be sufficiently 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 party.
If to the Fund: 00 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Treasurer
If to the Phoenix
Insurance Companies: Xxx Xxxxxxxx Xxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: General Counsel
15
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 Board, officers, agents or shareholders assume any personal
liability for obligations entered into on behalf of the Fund.
12.2. Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the Contracts and an information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information until such time as it may come into
the public domain without the express written consent of the affected party.
12.3. 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.
12.4. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
12.5. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise the remainder of the Agreement
shall not be affected thereby.
12.6. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD and state insurance regulators) and shall permit 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.
Notwithstanding the generality of the foregoing, each party hereto further
agrees to furnish the New York Insurance Commissioner with any information or
reports in connection with services provided under this Agreement which such
Commissioner may request in order to ascertain whether the insurance operations
of the Company are being conducted in a manner consistent with New York
Insurance Regulations and any other applicable law or regulations.
12.7. 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 laws.
12.8. This Agreement or any of the rights and obligations hereunder may
not be assigned by any party without the prior written consent of all parties
hereto.
16
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its duly authorized
representative.
PHOENIX LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxx
--------------------------
Name: Xxxx X. Xxxxx
Its: Vice President and Secretary
THE PHOENIX EDGE SERIES FUND
By: /s/ Xxxx X. Xxxxx
--------------------------
Name: Xxxx X. Xxxxx
Its: Assistant Secretary
PHL VARIABLE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxx
--------------------------
Name: Xxxx X. Xxxxx
Its: Vice President and Secretary
PHOENIX LIFE AND ANNUITY COMPANY
By: /s/ Xxxx X. Xxxxx
--------------------------
Name: Xxxx X. Xxxxx
Its: Vice President and Secretary
17
Schedule A
----------
Separate Accounts and Associated Variable Insurance Products
------------------------------------------------------------
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 2545
Group Strategic Edge(R) GD601, GD603
Phoenix Spectrum Edge(R) (Maine & New York) D612
Xxxxxxxxx Investment Plus 2647
The Big Edge Choice(R) for NY D601 NY
The Big Edge Plus(R) 2646
The Phoenix Edge(R) - VA for NY D602 NY
--------------------------------------------------------------------------------
333-31320 Freedom Edge(R) (Maine & New York) D615
Retirement Planner's Edge (Maine & New York) D603 NY
--------------------------------------------------------------------------------
333-47862 Phoenix Income Choice(R) (Maine & New York) I602
--------------------------------------------------------------------------------
333-68872 Phoenix Investor's Edge(R) (Maine & New York) D610
--------------------------------------------------------------------------------
333-82916 Phoenix Asset Manager D614
--------------------------------------------------------------------------------
333-123035 Phoenix Dimensions(SM) (Maine & New York) D618
--------------------------------------------------------------------------------
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(R) 5000
The Phoenix Edge(R) - SPVL V610, V610 NY
--------------------------------------------------------------------------------
033-23251 Flex Edge 2667
Flex Edge Success(R) V603
Joint Edge(R) V601
Individual Edge(R) V603(PIE)
--------------------------------------------------------------------------------
333-23171 Estate Edge(R) V602
Estate Strategies - Developed exclusively for
NFP Securities, Inc. V611
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
333-86921 Corporate Edge V608
Executive Benefit VUL - Developed for
Xxxxx Xxxxxx V607
Phoenix Executive VUL(SM) V614
--------------------------------------------------------------------------------
333-119919 Phoenix Express VUL(SM) (Maine & New York) V616
Phoenix Express VUL(SM) (Maine & New York) 06PEXVUL
--------------------------------------------------------------------------------
18
The following separate accounts are closed to new business. '33 ACT '40 ACT
These accounts invest in the Phoenix Capital Growth Series. REG. # 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. NO. 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(SM) D611
The Big Edge Choice(R) D601
The Phoenix Edge(R) - VA D602, D602 NY
--------------------------------------------------------------------------------
333-48140 Phoenix Income Choice(R) I601
--------------------------------------------------------------------------------
333-68164 Phoenix Investor's Edge(R) D609
--------------------------------------------------------------------------------
333-78761 Freedom Edge(R) D615
Retirement Planner's Edge D603
--------------------------------------------------------------------------------
333-82912 Phoenix Asset Manager D613
--------------------------------------------------------------------------------
333-95611 Phoenix Premium Edge(R) D604
--------------------------------------------------------------------------------
333-123040 Phoenix Dimensions(SM) D617
--------------------------------------------------------------------------------
PHLVIC VARIABLE UNIVERSAL LIFE ACCOUNT ('40 ACT REG. NO. 811-09065)
(Separate account established: 9/10/98)
VARIABLE UNIVERSAL LIFE INSURANCE POLICIES FUNDED BY THIS SEPARATE ACCOUNT:
--------------------------------------------------------------------------------
'33 ACT REG. # VARIABLE INSURANCE PRODUCT POLICY FORM #
--------------------------------------------------------------------------------
333-65823 Flex Edge Success(R) V605
--------------------------------------------------------------------------------
333-76778 The Phoenix Edge(R) - SVUL V612
--------------------------------------------------------------------------------
333-81458 The Phoenix Edge(R) - VUL V613
--------------------------------------------------------------------------------
333-119916 Phoenix Express VUL(SM) V615
Phoenix Express VUL(SM) 06PEXVUL
--------------------------------------------------------------------------------
PHOENIX LIFE AND ANNUITY COMPANY
--------------------------------
PHOENIX LIFE AND ANNUITY VARIABLE UNIVERSAL LIFE ACCOUNT ('40 ACT REG. NO.
811-07835) (Separate account established: 7/1/96)
VARIABLE UNIVERSAL LIFE INSURANCE POLICIES FUNDED BY THIS SEPARATE ACCOUNT:
--------------------------------------------------------------------------------
'33 ACT REG. # VARIABLE INSURANCE PRODUCT POLICY FORM #
--------------------------------------------------------------------------------
333-12989 Corporate Edge V609
Executive Benefit VUL - Developed for Xxxxx Xxxxxx V606
Flex Edge Success(R) V604
--------------------------------------------------------------------------------
19
