Exhibit 26 (h) (12)
Participation Agreement by and among
PLAC, PHLVIC, PLIC & PESF
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
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 4
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ARTICLE III. Prospectuses and Proxy Statements; Voting 6
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ARTICLE IV. Sales Material and Information 7
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ARTICLE V. Fees and Expenses 8
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ARTICLE VI. Diversification 8
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ARTICLE VII. Potential Conflicts 8
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ARTICLE VIII. Indemnification 10
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ARTICLE IX. Applicable Law 13
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ARTICLE X. Termination 13
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ARTICLE XI. Notices 14
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ARTICLE XII. Miscellaneous 14
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Schedule A Separate Accounts and Associated Variable Insurance
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Products 17
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PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into as of the 1st day of January, 2004 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 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
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
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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 late 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 Company, 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 Company 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 Company and the Fund acknowledge that, if necessary, such
policies and procedures may include the identification of Account Contract
owners engaged in such market timing activity and the imposition of restrictions
on their requests to purchase Fund shares. The Company 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. 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.
1.4. Shares ordered from the Fund will be recorded in an appropriate title
for each Account or the appropriate subaccount of each Account. The Company
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 Company 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 Company
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 Company's performance of its obligations under the AML
Procedures.
1.5 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.
1.6 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
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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 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, although it may
make such payments in the future.
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
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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 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. The Phoenix Insurance Companies may print the Fund's prospectus and/or
its Statement of Additional Information in combination with other fund
companies' prospectuses and statements of additional information. Except as
provided below, all expenses of printing and distributing prospectuses and
Statements of Additional Information shall be the expense of the Fund. For
prospectuses and
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Statements of Additional Information and any and all stickers
relating thereto provided to the Phoenix Insurance Companies other than in order
to annually update disclosures as required by the 1933 Act and/or the 1940 Act,
the cost of printing shall be borne by the Phoenix Insurance Companies and/or
the Advisor recommending any such modifications. The Phoenix Insurance Companies
agree to provide the Fund, or its designee, with such information as may be
reasonably requested by the Fund to assure that the Fund's expenses do not
include the cost of printing any prospectuses or Statements of Additional
Information other than those described in this Section 3.1.
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
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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.
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ARTICLE V. Fees and Expenses
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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 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
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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.
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.
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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 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
10
amendment or supplement) or otherwise for use in connection with the sale of
the Contracts or Fund shares; or
(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 costs of investigation.
11
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
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.
12
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
(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;
13
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
ARTICLE XII. Miscellaneous
-------------
12.1. All persons dealing with the Fund must look solely to the property of
the Fund for the
14
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.
15
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
16
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(SM) (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(SM) (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
--------------------------------------------------------------------------------
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
Phoenix Individual Edge(R) V603(PIE)
--------------------------------------------------------------------------------
333-23171 Estate Edge(R) V602
Estate Strategies - Developed exclusively V611
for NFP Securities, Inc.
--------------------------------------------------------------------------------
333-58757 Variable Insurance Additions Rider TR10
--------------------------------------------------------------------------------
333-86921 Corporate Edge V608
Executive Benefit VUL - Developed
for Xxxxx Xxxxxx V607
Phoenix Executive VUL(SM) V614
--------------------------------------------------------------------------------
The following separate accounts are closed to
new business.
These accounts invest in the Phoenix-Xxxxxxxx '33 ACT '40 Act
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
17
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(SM) D615
Retirement Planner's Edge D603
--------------------------------------------------------------------------------
333-82912 Phoenix Asset Manager D613
--------------------------------------------------------------------------------
333-95611 Phoenix Premium Edge(R) D604
--------------------------------------------------------------------------------
PHL 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
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
18
