EXHIBIT 26(J)(4)
INFORMATION SHARING AGREEMENT
INFORMATION SHARING AGREEMENT
This Agreement is entered into by and between Phoenix Life Insurance Company,
PHL Variable Insurance Company, and Phoenix Life and Annuity Company ("Phoenix")
and the Sentinel Variable Products Trust ("Trust") as of September 7, 2007
("Effective Date").
Preliminary Statements
1. Phoenix, the Trust and Sentinel Financial Services Company have entered into
Participation Agreements dated September 7, 2007 under which series of the Trust
are available through Phoenix's variable life and annuity products
("Participation Agreement").
2. Phoenix and the Trust wish to enter into this Agreement in connection with
the Participation Agreement and in compliance with Rule 22c-2 under the
Investment Company Act of 1940, as amended ("Rule").
3. The Trust is a Fund as defined by the Rule, except that the term "Fund" does
not include the SVPT Money Market Fund or any other "excepted fund" as defined
by the Rule.
4. Phoenix is an Intermediary as defined by the Rule.
5. In consideration of the mutual covenants contained in this Information
Sharing Agreement, the parties intend to be legally bound and agree to the
following:
Definitions
Shares: The term "Shares" means the interests of Shareholders corresponding to
the redeemable securities of record issued by the Trust under the Act that are
held by Phoenix.
Shareholder: The term "Shareholder" means the holder of interests in a variable
annuity contract or variable life insurance policy issued by Phoenix
("Contract"), or a participant in an employee benefit plan with a beneficial
interest in a Contract.
Purchase: The term "Purchase" means a transaction that is initiated or directed
by a Shareholder that results in a transfer of assets within a Contract to the
Trust, but does not include transactions that are executed: (i) automatically
pursuant to a contractual or systematic program or enrollment such as transfer
of assets within a Contract to the Trust as a result of "dollar cost averaging"
programs, insurance company approved asset allocation programs, or automatic
rebalancing programs; (ii) pursuant to a Contract death benefit; (iii) one-time
step-up in Contract value pursuant to a Contract death benefit; (iv) allocation
of assets to the Trust through a Contract as a result of payments such as loan
repayments, scheduled contributions, retirement plan salary reduction
contributions, or planned premium payments to the Contract; or (v) prearranged
transfers at the conclusion of a required free look period.
Redemption: The term "Redemption" means a transaction that is initiated or
directed by a Shareholder that results in a transfer of assets within a Contract
out of the Trust, but does not
include transactions that are executed: (i) automatically pursuant to a
contractual or systematic program or enrollments such as transfers of assets
within a Contract out of the Trust as a result of annuity payouts, loans,
systematic withdrawal programs, insurance company approved asset allocation
programs and automatic rebalancing programs; (ii) as a result of any deduction
of charges or fees under a Contract; (iii) within a Contract out of the Trust as
a result of scheduled withdrawals or surrenders from a Contract; or (iv) as a
result of payment of a death benefit from a Contract.
Shareholder Information: The term "Shareholder Information" shall mean:(1) the
taxpayer identification number ("TIN"); (2) the Contract owner number or
participant account number associated with the Shareholder; and (3) the amount,
date and transaction type of every purchase, redemption, transfer, or exchange
of Shares held through an account maintained by the Intermediary during the
period covered by the request.
Written or In Writing: The term "written", "in writing" or similar term includes
electronic writings and facsimile transmissions unless otherwise specified.
Agreements
1. Agreement to Provide Information. Phoenix agrees to provide the Trust and/or
its designee with Shareholder Information, upon written request.
2. Period Covered by Request. Unless otherwise directed by the Trust, Phoenix
agrees to provide the information specified above for each trading day.
Requests must set forth a specific period, not to exceed 90 days from the date
of the request, for which Shareholder Information is sought. The Trust may
request Shareholder Information older than 90 days from the date of the request
as it deems necessary to investigate compliance with policies established by the
Trust for the purpose of eliminating or reducing any dilution of the value of
the outstanding shares issued by the Trust.
3. Timing of Requests. The Trust requests for Shareholder Information shall be
made no more frequently than quarterly except as the Trust deems necessary to
investigate compliance with policies established by the Trust for the purpose of
eliminating or reducing any dilution of the value of the outstanding shares
issued by the Trust.
4. Form and Timing of Response. Phoenix agrees to transmit the requested
information that is on its books and records to the Trust or its designee
promptly, but in any event not later than five business days, after receipt of a
request. If the requested information is not on Phoenix's books and records,
Phoenix agrees to use reasonable efforts to: (i) promptly obtain and transmit
the requested information; (ii) obtain assurances from the accountholder that
the requested information will be provided directly to the Trust promptly; or
(iii) if directed by the Trust, block further purchases of Shares from such
accountholder. In such instance, Phoenix agrees to inform the Trust whether it
plans to perform (i), (ii) or (iii). Responses required by this paragraph must
be communicated in writing and in a format mutually agreed upon by the parties.
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5. Limitations on Use of Information. The Trust agrees to only use Shareholder
Information for the purposes of identifying Shareholders who may be violating
the Trust's policies and procedures with respect to dilution of the Trust's
value as contemplated by Rule 22C-2 or to fulfill other regulatory or legal
requirements subject to the privacy provisions of Title V of the Xxxxx-Xxxxx
Xxxxxx Act (Public Law 106-102) and comparable state laws. The Trust agrees that
the Shareholder Information is confidential and will not share the Shareholder
Information externally, unless Phoenix provides the Trust with prior written
consent to share such Shareholder Information. The Trust agrees not to share the
Shareholder Information internally, except on a "need to know basis". The Trust
further agrees to notify Phoenix's Chief Privacy Officer immediately in the
event that the confidentiality of the Shareholder Information is breached.
6. Transmitting Shareholder Information. The Trust agrees that when transmitting
Shareholder Information by facsimile or electronic writing that the Shareholder
Information will be protected by encryption, password, or some other form of
secure transmission, which will adequately protect the confidentiality of the
Shareholder Information.
7. Agreement to Prohibit Trading. Phoenix agrees to execute written instructions
from the Trust or its designee prohibit further purchases or exchanges of Shares
by Shareholders that have been identified by the Trust as having engaged in
transactions of Shares (directly or indirectly through Phoenix's account) that
violate policies established by the Trust for the purpose of eliminating or
reducing any dilution of the value of the outstanding Shares issued by the
Trust.
8. Form of Instructions. Instructions must include the TIN, if known, and the
specific restriction(s) to be executed. If the TIN is not known, the
instructions must include an equivalent identifying number of the Shareholders
or the Shareholders' account(s) or other agreed upon information to which the
instruction relates.
9. Timing of Response. Phoenix agrees to execute instructions as soon as
reasonably practicable, but not later than five business days after receipt of
the instructions by Phoenix.
10. Confirmation by Intermediary. Phoenix will provide written confirmation to
the Trust or its designee that instructions have been executed. Phoenix agrees
to provide confirmation as soon as reasonably practicable, but not later than
ten business days after the instructions have been executed.
11. Redemption Fees. If the Trust ultimately decides to impose a redemption fee
on variable contracts, the Trust agrees to notify Phoenix at least six (6)
months in advance so that Phoenix can program its systems to administer the fee.
If such notice is not practicable, the Trust agrees to reimburse Phoenix for
mutually agreed upon and reasonable costs in completing the systems work.
12. Construction of the Agreement: Participation Agreements. The Participation
Agreements are hereby incorporated by reference into this Agreement, as this
Agreement is intended to be a supplement to the Participation Agreements. To the
extent the terms of this Information Sharing
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Agreement conflict with the terms of a Participation Agreement, the terms of
this Participation Agreement shall control, but only to the extent it does not
conflict with Rule 22c-2.
13. Governing Law. The Agreement shall be governed by and interpreted in
accordance with the internal laws of the State of New York.
14. Amendments and Assignments. This Agreement may only be amended in a writing
signed by both parties. Neither party shall assign this Agreement without the
prior written consent of the other party provided, however, that either party
may assign this Agreement to an affiliated entity or a third party in connection
with a merger, acquisition, reorganization or the sale or transfer of all or
substantially all of its assets to such third party. Subject to the foregoing,
this Agreement or the relevant provisions shall be binding upon, and inure to
the benefit of, all successors, executors, heirs, representatives,
administrators and assigns.
15. Indemnification. The Trust agrees to indemnify and hold harmless Phoenix
from any and all liability, claim, loss, demand, damages, costs and expenses
(including reasonable attorney's fees) arising in connection with third party
claim or action brought against Phoenix as a result of any disclosure of
Shareholder Information provided to the Trust in response to a request for
Shareholder Information pursuant to the terms of this Information Sharing
Agreement that is inconsistent with the terms of this Agreement or otherwise not
authorized by Phoenix.
16. Force Majeure. Either party is excused from performance and shall not be
liable for any delay in performance or non-performance, in whole or in part,
caused by the occurrence of any event or contingency beyond the control of the
parties including, but not limited to, work stoppages, fires, civil
disobedience, riots, rebellions, natural disasters, acts of God, and acts of war
or terrorism. The party who has been so affected shall promptly give written
notice to the other Party and shall use its best efforts to resume performance.
Upon receipt of such notice, all obligations under this Agreement shall be
immediately suspended for the duration of such Force Majeure Event.
17. Notices. All legal notices, included those pursuant to Agreements, Paragraph
6 above, must be sent to: Phoenix Life Insurance Company, Attention: Law
Department, Xxx Xxxxxxxx Xxx, X.X. Xxx 0000, Xxxxxxxx, XX 00000-0000.
All notices for Shareholder Information must be sent to Phoenix Life Insurance
Company, Attention: Xxxxxxx Xxxxxxxx, 00 Xxxx Xxxxxx, Xxxx Xxxxxxxxx, xxx XX
00000.
18. Termination. This Agreement will terminate upon the termination of the
Participation Agreement.
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IN WITNESS WHEREOF, the below persons, as duly authorized officers, have caused
this Information Sharing Agreement to be executed on behalf of the parties as of
the Effective Date.
SENTINEL VARIABLE PRODUCTS TRUST
NAME: Xxxxxxxxx X. Xxxxxxxx
TITLE: President & Chief Executive Officer
SIGNATURE: /s/ Xxxxxxxxx X. Xxxxxxxx
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DATE: ____________________________________
PHOENIX LIFE INSURANCE COMPANY,
PHL VARIABLE INSURANCE COMPANY,
PHOENIX LIFE AND ANNUITY COMPANY
NAME: Xxxx Xxxxxxx X'Xxxxxxx
TITLE: Senior Vice President
SIGNATURE: /s/ Xxxx Xxxxxxx X'Xxxxxxx
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DATE: ____________________________________
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