Exhibit 24(b)(8)(1)(d)
Amendment No. 3 to Participation Agreement
Among
Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust
Franklin ▇▇▇▇▇▇▇▇▇ Distributors, Inc.
Phoenix Life Insurance Company
and
Phl Variable Insurance Company
AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT
As of May 1, 2006
by and among
Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust
Franklin/▇▇▇▇▇▇▇▇▇ Distributors, Inc.
Phoenix Life Insurance Company
PHL Variable Insurance Company
Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust (the "Trust"),
Franklin/▇▇▇▇▇▇▇▇▇ 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 (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 Equity Planning Corporation is hereby added as a party to the
Agreement (the "Distributor").
2. Section 2.3.2 is amended and restated in its entirety as follows:
"2.3.2 Each investment adviser (each, an "Adviser") of a Portfolio, as
indicated in the current prospectus of the Portfolio, is duly
registered as an investment adviser under the Investment Advisers Act
of 1940, as amended or exempt from such registration."
3. Schedules A, B, C, D, F and G of the Agreement are deleted and replaced
in their entirety with the Schedules A, B, C, D, F and G attached
hereto, respectively.
4. Schedule E is no longer used.
5. All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
38545_3
This Amendment is executed effective as of May 1, 2006.
THE TRUST: FRANKLIN ▇▇▇▇▇▇▇▇▇ VARIABLE INSURANCE
ONLY ON BEHALF OF EACH PRODUCTS TRUST
PORTFOLIO LISTED ON
SCHEDULE C HEREOF
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Vice President
THE UNDERWRITER: FRANKLIN/▇▇▇▇▇▇▇▇▇ DISTRIBUTORS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
THE COMPANY: PHOENIX LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
Title: Senior Vice President
PHL VARIABLE INSURANCE COMPANY
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
Title: Senior Vice President
PHL VARIABLE INSURANCE COMPANY
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
Title: Senior Vice President
The Distributor: PHOENIX EQUITY PLANNING CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Secretary
38545_3 2
SCHEDULE A
THE COMPANY AND ITS DISTRIBUTOR
THE COMPANY
Phoenix Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
A life insurance company domiciled under New York law.
PHL Variable Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
A life insurance company organized under Connecticut law.
THE DISTRIBUTOR
Phoenix Equity Planning Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
A corporation organized under Connecticut law.
38545_3 3
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
38545_3 4
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. ▇▇▇▇▇▇▇▇▇ Developing Markets Securities Fund - Class 2
4. ▇▇▇▇▇▇▇▇▇ Foreign Securities Fund - Class 2
5. Templeton Global Asset Allocation Fund - Class 2
6. ▇▇▇▇▇▇▇▇▇ Growth Securities Fund - Class 2
38545_3 5
SCHEDULE D
CONTRACTS OF THE COMPANY
PHOENIX LIFE VARIABLE ACCUMULATION ACCOUNT
o Big Edge
o The Big Edge Plus(R)
o Group Strategic Edge(R)
o The Big Edge Choice(R) for NY
o Templeton Investment Plus
o The Phoenix Edge(R) - VA for NY
o Phoenix Spectrum Edge(R)
o Retirement Planner's Edge
o Freedom Edge(R)
o Phoenix Income Choice(R)
o Phoenix Investor's Edge(R)
o Phoenix Asset Manager
o Phoenix Dimensions(SM)
PHOENIX LIFE VARIABLE UNIVERSAL LIFE ACCOUNT
o The Phoenix Edge(R)
o The Phoenix Edge(R) - SPVL
o Flex Edge Success
o Joint Edge(R)
o Flex Edge
o Individual Edge(R)
o Estate Edge(R)
o Estate Strategies
o Corporate Edge
o Executive Benefit VUL
o Phoenix Executive VUL(R)
o Phoenix Express VUL(SM)
o Variable Insurance Additions
PHL VARIABLE ACCUMULATION ACCOUNT
o The Big Edge Choice(R)
o The Phoenix Edge(R)-VA
o Phoenix Spectrum Edge(R)
o Retirement Planner's Edge
o Freedom Edge(R)
o Phoenix Premium Edge(R)
o Phoenix Income Choice(R)
o Phoenix Investor's Edge(R)
o Phoenix Asset Manager
o Phoenix Dimensions(SM)
PHLVIC VARIABLE UNIVERSAL LIFE ACCOUNT
o Flex Edge Success(R)
o The Phoenix Edge(R) - SVUL
o The Phoenix Edge(R) - VUL
o Phoenix Express VUL(SM)
38545_3 6
SCHEDULE E
This schedule is not used
38545_3 7
SCHEDULE F
RULE 12B-1 PLANS OF THE TRUST
COMPENSATION
------------
Each Class 2 Portfolio named on Schedule C of this Agreement is
eligible to receive a maximum annual payment rate of 0.25% stated as a
percentage per year of that Portfolio's Class 2 average daily net assets,
pursuant to the terms and conditions referenced below under its Class 2 Rule
12b-1 Distribution Plan.
AGREEMENT PROVISIONS
--------------------
If the Company, on behalf of any Account, purchases Trust Portfolio
shares ("Eligible Shares") that are subject to a Rule 12b-1 plan adopted under
the 1940 Act (the "Plan"), the Company may participate in the Plan.
To the extent the Company or its affiliates, agents or designees
(collectively "you") provide any activity or service which is primarily intended
to assist in the promotion, distribution or account servicing of Eligible Shares
("Rule 12b-1 Services") or variable contracts offering Eligible Shares, the
Underwriter, the Trust or their affiliates (collectively, "we") may pay you a
Rule 12b-1 fee. "Rule 12b-1 Services" may include, but are not limited to,
printing of prospectuses and reports used for sales purposes, preparing and
distributing sales literature and related expenses, advertisements, education of
dealers and their representatives, and similar distribution-related expenses,
furnishing personal services to owners of Contracts which may invest in Eligible
Shares ("Contract Owners"), education of Contract Owners, answering routine
inquiries regarding a Portfolio, coordinating responses to Contract Owner
inquiries regarding the Portfolios, maintaining such accounts or providing such
other enhanced services as a Trust Portfolio or Contract may require, or
providing other services eligible for service fees as defined under NASD rules.
Your acceptance of such compensation is your acknowledgment that
eligible services have been rendered. All Rule 12b-1 fees, shall be based on the
value of Eligible Shares owned by the Company on behalf of its Accounts, and
shall be calculated on the basis and at the rates set forth in the Compensation
Schedule stated above. The aggregate annual fees paid pursuant to each Plan
shall not exceed the amounts stated as the "annual maximums" in the Portfolio's
prospectus, unless an increase is approved by shareholders as provided in the
Plan. These maximums shall be a specified percent of the value of a Portfolio's
net assets attributable to Eligible Shares owned by the Company on behalf of its
Accounts (determined in the same manner as the Portfolio uses to compute its net
assets as set forth in its effective Prospectus). The Rule 12b-1 fee will be
paid to you within thirty (30) days after the end of the three-month periods
ending in January, April, July and October.
You shall furnish us with such information as shall reasonably be
requested by the Trust's Boards of Trustees ("Trustees") with respect to the
Rule 12b-1 fees paid to you pursuant to the Plans. We shall furnish to the
Trustees, for their review on a quarterly basis, a
38545_3 8
written report of the amounts expended under the Plans and the purposes for
which such expenditures were made.
The Plans and provisions of any agreement relating to such Plans must
be approved annually by a vote of the Trustees, including the Trustees who are
not interested persons of the Trust and who have no financial interest in the
Plans or any related agreement ("Disinterested Trustees"). Each Plan may be
terminated at any time by the vote of a majority of the Disinterested Trustees,
or by a vote of a majority of the outstanding shares as provided in the Plan, on
sixty (60) days' written notice, without payment of any penalty. The Plans may
also be terminated by any act that terminates the Underwriting Agreement between
the Underwriter and the Trust, and/or the management or administration agreement
between Franklin Advisers, Inc. and its affiliates and the Trust. Continuation
of the Plans is also conditioned on Disinterested Trustees being ultimately
responsible for selecting and nominating any new Disinterested Trustees. Under
Rule 12b-1, the Trustees have a duty to request and evaluate, and persons who
are party to any agreement related to a Plan have a duty to furnish, such
information as may reasonably be necessary to an informed determination of
whether the Plan or any agreement should be implemented or continued. Under Rule
12b-1, the Trust is permitted to implement or continue Plans or the provisions
of any agreement relating to such Plans from year-to-year only if, based on
certain legal considerations, the Trustees are able to conclude that the Plans
will benefit each affected Trust Portfolio and class. Absent such yearly
determination, the Plans must be terminated as set forth above. In the event of
the termination of the Plans for any reason, the provisions of this Schedule F
relating to the Plans will also terminate. You agree that your selling
agreements with persons or entities through whom you intend to distribute
Contracts will provide that compensation paid to such persons or entities may be
reduced if a Portfolio's Plan is no longer effective or is no longer applicable
to such Portfolio or class of shares available under the Contracts.
Any obligation assumed by the Trust pursuant to this Agreement shall be
limited in all cases to the assets of the Trust and no person shall seek
satisfaction thereof from shareholders of the Trust. You agree to waive payment
of any amounts payable to you by Underwriter under a Plan until such time as the
Underwriter has received such fee from the Trust.
The provisions of the Plans shall control over the provisions of the
Participation Agreement, including this Schedule F, in the event of any
inconsistency. You agree to provide complete disclosure as required by all
applicable statutes, rules and regulations of all rule 12b-1 fees received from
us in the prospectus of the Contracts.
38545_3 9
SCHEDULE G
ADDRESSES FOR NOTICES
To the Company: Phoenix Life Insurance Company
PHL Variable Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇
Vice President and Secretary
With a copy to: Phoenix Life Insurance Company
PHL Variable Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Second Vice President
To the Underwriter: Phoenix Equity Planning Corporation
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇
Vice President and Secretary
To the Trust: Franklin ▇▇▇▇▇▇▇▇▇ Variable
Insurance Products Trust
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President
To the Underwriter: Franklin/▇▇▇▇▇▇▇▇▇ Distributors, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇, President
If to the Trust or Underwriter
With a copy to: Franklin ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
38545_3 10
