RULE 22c-2 AGREEMENT
This Agreement is entered into effective as of February 1, 2008 by and between
PHL Variable Insurance Company, Phoenix Life and Annuity Company, and Phoenix
Life Insurance Company (the Company) and Summit Mutual Funds, Inc. (the Fund).
1. The terms below shall have the following meanings, unless a different
meaning is clearly required by the contexts:
(a) The term "Fund" includes the fund's principal underwriter, investment
adviser, and transfer agent. The term not does include any "excepted funds"
as defined in SEC Rule 22c-2(b) under the Investment Company Act of 1940.
(b) The term "Shares" means the interests of Contract owners corresponding
to the redeemable securities of record issued by the Fund under the
Investment Company Act of 1940 that are held by the Company.
(c) The term "Contract owner" means the holder of interests in a variable
annuity or variable life insurance contract issued by the Company
("Contract"), or a participant in an employee benefit plan with a beneficial
interest in a Contract.
(d) The term "Contract owner-Initiated Transfer Purchase" means a
transaction that is initiated or directed by a Contract owner that results
in a transfer of assets within a Contract to a Fund, 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 a Fund 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 a Fund 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) pre-arranged transfers at the conclusion of a required free
look period.
(e) The term "Contract owner-Initiated Transfer Redemption" means a
transaction that is initiated or directed by a Contract owner that results
in a transfer of assets within a Contract out of a Fund, 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 a Fund 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 a Fund 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.
(f) The term "written" includes electronic writings and facsimile
transmissions.
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2. NOW, THEREFORE, the Fund and the Company hereby agree as follows:
(a) Company agrees to provide the Fund or its designee, upon written
request, the taxpayer identification number ("TIN"), "), the
Individual/International Taxpayer Identification Number ("ITIN")*, if known,
of any or all Contract owner(s) of the account, and the amount, date and
transaction type (purchase, redemption, transfer, or exchange) of every
purchase, redemption, transfer, or exchange of Shares held through an
account maintained by the Company during the period covered by the request.
("Transaction Information")
(b) Requests must set forth a specific period, not to exceed 90 days from
the date of the request, for which Transaction Information is sought. The
Fund may request Transaction Information older than 90 days from the date of
the request as it deems necessary to investigate compliance with policies
established by the Fund for the purpose of eliminating or reducing any
dilution of the value of the outstanding shares issued by the Fund.
(c) Requests for Transaction Information shall be made no more frequently
than quarterly, except to the extent that the Fund needs to examine a
specific instance(s) which it believes may be harmful to the Fund.
(d) Company agrees to provide the Transaction Information, promptly but in
no event later than five (5) business days upon request of the Fund or its
designee. If requested by the Fund or its designee, 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, promptly either (i) provide (or arrange to have
provided) Transaction Information for those Contract owners who hold an
account with an indirect intermediary or (ii) prohibit the indirect
intermediary from purchasing, in nominee name on behalf of other persons,
securities issued by the Fund. Company additionally agrees to inform the
Fund whether it plans to perform (i) or (ii).
Responses required by this paragraph must be communicated in writing and in
a format mutually agreed upon by the Fund or its designee and the Company;
and to the extent practicable, the format for any Transaction Information
provided to the Fund should be consistent with the NSCC Standardized Data
Reporting Format.
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* According to the IRS' website, the ITIN refers to the Individual Taxpayer
Identification number, which is a nine-digit number that always begins with
the number 9 and has a 7 or 8 in the fourth digit, example 9XX-7X-XXXX. The
IRS issues ITINs to individuals who are required to have a U.S. taxpayer
identification number but who do not have, and are not eligible to obtain a
Social Security Number (SSN) from the Social Security Administration (SSA).
SEC Rule 22c-2 inadvertently refers to the ITIN as the International
Taxpayer Identification Number.
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(e) The Fund agrees to only use Transaction Information for the purposes of
identifying Contract owners who may be violating the Fund's policies and
procedures with respect to dilution of the Fund'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 Fund agrees that the Transaction
Information is confidential and will not share the Transaction Information
externally, unless the Insurer provides the Fund with prior written consent.
The Fund agrees not to share the Transaction Information internally, except
on a "need to know basis." The Fund further agrees to notify the Insurer's
Chief Privacy Officer immediately in the event that the confidentiality of
the Transaction Information is breached.
(f) Transmitting Transaction Information. The Fund agrees that when
transmitting Transaction Information by facsimile or electronic writing that
the Transaction Information will be protected by encryption, password, or
some other form of secure transmission, which will adequately protect the
confidentiality of the Transaction Information.
(g) Company agrees to execute written instructions from the Fund to prohibit
further purchases or exchanges of Shares by a Contract owner that has been
identified by the Fund as having engaged in transactions of the Fund's
Shares (directly or indirectly through the Company's account) that violate
policies established by the Fund for the purpose of eliminating or reducing
any dilution of the value of the outstanding Shares issued by the Fund.
Unless otherwise directed by the Fund, any such prohibitions shall only
apply to Contract owner-Initiated Transfer Purchases or Contract
owner-Initiated Transfer Redemptions that are affected directly or
indirectly through Company.
The Company's obligation to execute such written instructions as described
above shall not be construed as an obligation by the Company to administer
the Fund's disruptive trading policies.
(f) Instructions must include the TIN, ITIN, or GII and the specific
individual Contract or policy number associated with the Contract owner, if
known, and the specific restriction(s) to be executed. If the TIN, ITIN, GII
or the specific individual Contract or policy number associated with the
Contract owner is not known, the instructions must include an equivalent
identifying number of the Contract owner(s) or account(s) or other agreed
upon information to which the instruction relates. Upon request of the
Company, Fund agrees to provide to the Company, along with any written
instructions to prohibit further purchases or exchanges of Shares by
Contract owner, information regarding those trades of the contract holder
that violated the Fund's policies.
(g) Company agrees to execute instructions as soon as reasonably
practicable, but not later than ten business days after receipt of the
instructions by the Company.
(h) Company must provide written confirmation to the Fund that instructions
have been executed. Company agrees to provide confirmation as soon as
reasonably practicable, but not later than ten business days after the
instructions have been executed.
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3. The parties have entered into one or more Fund Participation Agreements
between or among them for the purchase and redemption of shares of the Funds by
the Accounts in connection with the Contracts. This Agreement supplements those
Fund Participation Agreements. To the extent the terms of this Agreement
conflict with the terms of a Fund Participation Agreement, the terms of this
Agreement shall control. The addition of a redemption fee that the Company must
administer may only be implemented by the mutual consent of both parties and by
amendment to this Agreement.
4. This Agreement will terminate upon the termination of the Fund Participation
Agreement, except to the extent that this Agreement is applicable to "Existing
Contracts" as defined by Section 6.3 of the Fund Participation Agreement.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of February 1, 2008.
PHL VARIABLE INSURANCE
COMPANY,PHOENIX LIFE AND ANNUITY
COMPANY,AND PHOENIX LIFE
INSURANCE COMPANY
/s/Xxxx Xxxxxxx X'Xxxxxxx
-------------------------
By: Xxxx Xxxxxxx X'Xxxxxxx
Title: Senior Vice President
SUMMIT MUTUAL FUNDS, INC.
/s/ Xxxx X. Xxxxxxxx
-------------------------
By: Xxxx X. Xxxxxxxx
Title: Vice President and
Secretary
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