Exhibit 26(h)(1)(e)
Amendment No. 4 to Participation Agreement
as of May 1, 2007, by and among Franklin
Xxxxxxxxx Variable Insurance Products
Trust, Franklin Xxxxxxxxx Distributor's,
Inc., Phoenix Life Insurance Company, PHL
Variable Insurance Company, and Phoenix
Equity Planning Corporation
AMENDMENT NO. 4 TO PARTICIPATION AGREEMENT
As of May 1, 2007
by and among
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
PHL Variable Insurance Company
Phoenix Life Insurance Company
Phoenix Equity Planning Corporation
Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust"),
Franklin/Xxxxxxxxx Distributors, Inc. (the "Underwriter," and together with the
Trust, "we" or "us"), and Phoenix Life Insurance Company and PHL Variable
Insurance Company ("you"), on your behalf and on behalf of certain Accounts,
have previously entered into a Participation Agreement dated May 1, 2000, and
amended as of the same date and subsequently amended as of May 3, 2004 and May
1, 2006 (the "Agreement"). The parties now desire to amend the Agreement in this
amendment (the "Amendment"). Except as modified hereby, all other terms and
conditions of the Agreement shall remain in full force and effect. Unless
otherwise indicated, the terms defined in the Agreement shall have the same
meaning in this Amendment.
A M E N D M E N T
-----------------
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree to amend the Agreement as follows:
1. Phoenix Life and Annuity Company is hereby added as a party to the Agreement
(the "Company").
2. Section 1 and Section 2.2.1 are hereby each amended to reflect that Franklin
Xxxxxxxxx Variable Insurance Products Trust (the "Trust") is organized as a
statutory trust under the laws of the State of Delaware.
3. Section 3.1.3 is amended and restated in its entirety as follows: "3.1.3 We
agree that shares of the Trust will be sold only to: (i) life insurance
companies which have entered into fund participation agreements with the Trust
("Participating Insurance Companies") and their separate accounts or to
qualified pension and retirement plans in accordance with the terms of the
Shared Funding Order; and (ii) investment companies in the form of funds of
funds. No shares of any Portfolio will be sold to the general public."
4. Section 5.2 is amended and restated in its entirety as follows:
"5.2 If and to the extent required by law, you shall: (i) solicit voting
instructions from Contract owners; (ii) vote the Trust shares in accordance with
the instructions received from Contract owners; and (iii) vote Trust shares
owned by subaccounts for which no instructions have been received from Contract
owners in the same proportion as Trust shares of such Portfolio for which
instructions have been received from Contract owners; so long as and to the
extent that the SEC continues to interpret the 1940 Act to require pass-through
voting privileges for variable contract owners. You reserve the right to vote
Trust shares held in any Account in your own right, to the extent permitted by
law."
5. Section 6.2 is amended and restated in its entirety as follows:
"6.2 You shall furnish, or cause to be furnished to us or our designee, at least
one complete copy of each registration statement, prospectus, statement of
additional information, private placement memorandum, retirement plan disclosure
information or other disclosure documents or similar information, as applicable
(collectively "Disclosure Documents"), as well as any report, solicitation for
voting instructions, Sales literature or other Promotional materials, and all
amendments to any of the above that relate to the Contracts or the Accounts
prior to its first use. You shall furnish, or shall cause to be furnished, to us
or our designee each piece of Sales literature or other Promotional material in
which the Trust or an Adviser is named or the name "Franklin Xxxxxxxxx Founding
Investment Strategy" is used, at least fifteen (15) Business Days prior to its
proposed use. No such material shall be used unless we or our designee approve
such material and its proposed use."
6. Section 6.5 is amended and restated in its entirety as follows:
"6.5 Except as provided in Section 6.2, you shall not use any designation
comprised in whole or part of the names or marks "Franklin" or "Xxxxxxxxx" or
any logo or other trademark relating to the Trust or the Underwriter without
prior written consent. You may use the name "Franklin Xxxxxxxxx Founding
Investment Strategy" in conjunction with your asset allocation program which
utilizes funds of the Trust or funds affiliated with the Trust as investment
options, provided that such use shall be subject to the requirements of Section
6.2 for Sales literature or other Promotional material. Upon termination of this
Agreement for any reason, you shall cease all use of any such name or xxxx as
soon as reasonably practical."
7. Schedules A, B, C, D and G of the Agreement are deleted and replaced in their
entirety with the Schedules A, B, C, D and G attached hereto, respectively.
8. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
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This Amendment is executed effective as of May 1, 2007.
THE TRUST:
ONLY ON BEHALF OF EACH FRANKLIN XXXXXXXXX VARIABLE
PORTFOLIO LISTED ON INSURANCE PRODUCTS TRUST
SCHEDULE C HEREOF
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
THE UNDERWRITER: THE DISTRIBUTOR:
FRANKLIN/XXXXXXXXX DISTRIBUTORS, PHOENIX EQUITY PLANNING CORPORATION
INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxx
--------------------------------- -------------------------------------
Name: Xxxxxx Xxxxxx Name: Xxxx X. Xxxxx
Title: Senior Vice President Title: Vice President and Secretary
THE COMPANY:
PHOENIX LIFE INSURANCE COMPANY PHOENIX LIFE AND ANNUITY COMPANY
By: /s/ Xxxx Xxxxxxx X'Xxxxxxx By: /s/ Xxxx Xxxxxxx X'Xxxxxxx
--------------------------------- -------------------------------------
Name: Xxxx Xxxxxxx X'Xxxxxxx Name: Xxxx Xxxxxxx X'Xxxxxxx
Title: Senior Vice President Title: Senior Vice President
PHL VARIABLE INSURANCE COMPANY
By: /s/ Xxxx Xxxxxxx X'Xxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxx X'Xxxxxxx
Title: Senior Vice President
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SCHEDULE A
THE COMPANY AND ITS DISTRIBUTOR
THE COMPANY
Phoenix Life Insurance Company
Xxx Xxxxxxxx Xxx
Xxxxxxxx, XX 00000-0000
A life insurance company domiciled under New York law.
PHL Variable Insurance Company
Xxx Xxxxxxxx Xxx
Xxxxxxxx, XX 00000-0000
A life insurance company organized under Connecticut law.
Phoenix Life and Annuity Company
Xxx Xxxxxxxx Xxx
Xxxxxxxx, XX 00000-0000
A life insurance company domiciled under Connecticut law.
THE DISTRIBUTOR
Phoenix Equity Planning Corporation
Xxx Xxxxxxxx Xxx
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
A corporation organized under Connecticut law.
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SCHEDULE B
ACCOUNTS OF THE COMPANY
NAME OF ACCOUNT SEC REGISTRATION
--------------- YES/NO
----------------
Phoenix Life Variable Accumulation Account Yes
Phoenix Life Variable Universal Life Account Yes
PHL Variable Accumulation Account Yes
PHL Variable Universal Life Account Yes
Phoenix Life and Annuity Variable Universal Life Yes
Account
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SCHEDULE C
AVAILABLE PORTFOLIOS AND CLASSES OF SHARES OF THE TRUST
1. Franklin Income Securities Fund - Class 2
2. Mutual Shares Securities Fund - Class 2
3. Xxxxxxxxx Developing Markets Securities Fund - Class 2
4. Xxxxxxxxx Foreign Securities Fund - Class 2
5. Templeton Global Asset Allocation Fund - Class 2
6. Xxxxxxxxx Growth Securities Fund - Class 2
7. Franklin Flex Cap Growth Securities Fund - Class 2
6
SCHEDULE D
CONTRACTS OF THE COMPANY
PHOENIX LIFE VARIABLE ACCUMULATION ACCOUNT PHOENIX LIFE VARIABLE UNIVERSAL LIFE ACCOUNT
o Big Edge o The Phoenix Edge(R)
o The Big Edge Plus(R) o The Phoenix Edge(R) - SPVL
o Group Strategic Edge(R) o Flex Edge Success
o The Big Edge Choice(R) for NY o Joint Edge(R)
o Templeton Investment Plus o Flex Edge
o The Phoenix Edge(R) - VA for NY o Individual Edge(R)
o Phoenix Spectrum Edge(R) o Estate Edge(R)
o Retirement Planner's Edge o Estate Strategies
o Freedom Edge(R) o Corporate Edge
o Phoenix Income Choice(R) o Executive Benefit VUL
o Phoenix Investor's Edge(R) o Phoenix Executive VUL(R)
o Phoenix Asset Manager o Phoenix Express VUL(SM)
o Phoenix Dimensions(SM) o Variable Insurance Additions
PHL VARIABLE ACCUMULATION ACCOUNT PHLVIC VARIABLE UNIVERSAL LIFE ACCOUNT
o The Big Edge Choice(R) o Flex Edge Success(R)
o The Phoenix Edge(R)-VA o The Phoenix Edge(R) -SVUL
o Phoenix Spectrum Edge(R) o The Phoenix Edge(R) -VUL
o Retirement Planner's Edge o Phoenix Express VUL(SM)
o Freedom Edge(R)
o Phoenix Premium Edge(R) o Phoenix Life and Annuity Variable UniversaL
Life Account
o Phoenix Income Choice(R)
o Phoenix Investor's Edge(R)
o Phoenix Asset Manager
o Phoenix Dimensions(SM)
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SCHEDULE G
ADDRESSES FOR NOTICES
To the Company: Phoenix Life Insurance Company
PHL Variable Insurance Company
Phoenix Life and Annuity Company
Xxx Xxxxxxxx Xxx
Xxxxxxxx, XX 00000-0000
Attention: Xxxx X. Xxxxx, Vice President
With a copy to: Phoenix Life Insurance Company
PHL Variable Insurance Company
Xxx Xxxxxxxx Xxx
Xxxxxxxx, XX 00000-0000
Attention: Xxxxxx Xxxxxx,
Second Vice President
To the Distributor: Phoenix Equity Planning Corporation
Xxx Xxxxxxxx Xxx
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
Attention: Xxxx X. Xxxxx,
Vice President and Secretary
To the Trust: Franklin Xxxxxxxxx Variable Insurance
Products Trust
Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Vice President
To the Underwriter: Franklin/Xxxxxxxxx Distributors, Inc.
000 Xxxxxxxx Xxxxxxx, 0xx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx, President
If to the Trust or Underwriter
With a copy to: Franklin Xxxxxxxxx Xxxxxxxxxxx
Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
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