Supplemental Agreement
This Supplemental Agreement is entered into as of April 1, 2008 by and between
MBSC Securities Corporation ("MBSC") on its behalf, and/or on behalf of one or
more of the Funds for which it serves as principal underwriter, and the
undersigned (the "Intermediary").
WHEREAS, MBSC and the Intermediary have previously entered into one or more of
the agreements (the "Agreement") set forth on Attachment A to this Supplemental
Agreement relating to certain funds ("Funds") for which MBSC is the principal
underwriter and distributor of Fund Shares (as defined below);
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
which consideration is full and complete, MBSC and the Intermediary hereby
agree as follows:
A. Definitions
1. "Fund" includes the Funds covered by the Agreement and the Funds'
principal underwriter and transfer agent. The term does not include any
"excepted funds" as defined in Rule 22c-2(b) under the Investment
Company Act of 1940 (the "1940 Act").
2. "Shareholder" shall mean, as applicable, (a) the beneficial owner of
Shares, whether the Shares are held directly by Shareholder or by the
Intermediary in nominee name; (b) a Plan participant notwithstanding
that the Plan may be deemed to be the beneficial owner of Shares; or
(c) the holder of interests in a Fund underlying a variable annuity or
variable life insurance contract.
3. "Written" communications include electronic communications and facsimile
transmissions.
B. Shareholder Information and Imposition of Trading Restrictions
1. Agreement to Provide Information. The Intermediary agrees to provide
promptly, but not later than 10 business days, to the Fund, upon Written
request, the taxpayer identification number ("TIN"), if known, of any or
all Shareholder(s) who have purchased, redeemed, transferred or
exchanged Shares held through an account with the Intermediary (an
"Account") during the period covered by the request and the amount,
date, name or other identifier of any investment professional(s)
associated with the Shareholder(s) or Account (if known), and
transaction type (purchase, redemption, transfer or exchange) of every
purchase, redemption, transfer or exchange of Shares. 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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(a) Period Covered by Request. 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
data 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 dilution to the value
of the outstanding shares issued by the Fund.
(b) The Intermediary agrees to use best efforts to determine, promptly
upon request of the Fund, but not later than 10 days, whether any
person that holds Shares through the Intermediary is an "indirect
intermediary "as defined in Rule 22c-2 under the 1940 Act (an
"Indirect Intermediary"), and upon further request of the Fund,
(i) provide or arrange to have provided the information set forth in
paragraph (B)(1) of this Supplemental Agreement regarding
Shareholders who hold an account with an Indirect Intermediary; or
(ii) restrict or prohibit the Indirect Intermediary from purchasing
Shares on behalf of itself or other persons.
(c) MBSC agrees not to use the information received under this Section B
for marketing or any other similar purpose without the prior Written
consent of the Intermediary.
2. Agreement to Restrict Trading. The Intermediary agrees to execute
Written instructions from the Fund to restrict or prohibit further
purchases or exchanges of Shares by a Shareholder that has been
identified by the Fund as having engaged in transactions of Shares
(directly or indirectly through an Account) that violate the policies
established by the Fund for the purpose of eliminating or reducing any
dilution of the value of its Shares.
(a) Form of Instructions. Instructions provided to the Intermediary will
include the TIN, if known, and the specific restriction(s) to be
executed. If the TIN is not known, the instructions will include an
equivalent identifying number of the Shareholder(s) or account(s) or
other agreed upon information to which the instructions relates.
(b) Confirmation by the Intermediary. The Intermediary must provide
Written confirmation to the Fund that instructions have been
executed. The Intermediary agrees to provide the confirmation as soon
as reasonably practicable, but not later than 10 business days after
the instructions have been executed.
C. Late Trading Procedures. The Intermediary represents that it has adopted,
and will at all times during the term of the Agreement maintain, reasonable
and appropriate procedures designed to ensure that any and all orders to
purchase, redeem, transfer or exchange Shares received by the Intermediary
from Shareholders treated as received prior to the close of trading (the
"Close of Trading") on the New York Stock Exchange (the "NYSE")
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(usually 4:00 p.m. Eastern time) on a day the NYSE is open for business (a
"Business Day") are received by the Intermediary prior to the Close of
Trading on such Business Day and are not modified after the Close of Trading
and that all such orders received, but not rescinded, by the Close of
Trading are communicated to MBSC or its designee for that Business Day. Each
transmission of Share orders by the Intermediary shall constitute a
representation that such orders are accurate and complete and are as
received by the Intermediary by the Close of Trading on the Business Day for
which the orders are to be priced and that such transmission includes all
Share orders received from customers, but not rescinded, by the Close of
Trading.
D. Anti-Money Laundering Program Procedures. The Intermediary represents and
warrants that, to the extent required by applicable law, it has adopted
policies and procedures to comply with all applicable anti-money laundering,
customer identification, suspicious activity, currency transaction reporting
and similar laws and regulations including the Bank Secrecy Act, as amended
by the USA PATRIOT Act, and the regulations thereunder, and Financial
Industry Regulatory Authority ("FINRA") Rule 3011. The Intermediary also
represents and warrants that it will not purchase or sell Shares on behalf
of any person on the list of Specially Designated Nationals and Blocked
Persons maintained by the Office of Foreign Assets Control ("OFAC"), or
other similar governmental lists, or in contravention of any OFAC maintained
sanctions program. The Intermediary agrees to share information with the
Fund for purposes of ascertaining whether a suspicious activity report
("SAR") is warranted with respect to any suspicious transaction involving
Shares, provided that neither the Intermediary nor the Fund is the subject
of the SAR. The Intermediary, if required to maintain an anti-money
laundering program, also represents and warrants that it has filed the
requisite certification with the Financial Crimes Enforcement Network
("FinCEN") to allow the Intermediary to share information pursuant to
Section 314(b) of the USA PATRIOT Act.
E. Privacy. Pursuant to Regulation S-P promulgated by the Securities and
Exchange Commission under the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act ("Reg. S-P"), the
Intermediary agrees to deliver the Funds' then current consumer privacy
notice to any customer who purchases Shares from or through the
Intermediary, at or prior to the time of the initial purchase, if the
customer would be considered a "consumer" or "customer" (each as defined in
Reg. S-P) of the Fund(s).
F. Suitability Analysis. To the extent that the Intermediary makes a
recommendation to its customers regarding a transaction in Shares, the
Intermediary agrees that it is its responsibility to fulfill its obligations
under FINRA rules and to determine the suitability of any Shares as
investments for customers, and that MBSC has no responsibility for such
determination.
The Intermediary understands and acknowledges that the Funds may offer
Shares in multiple classes, and the Intermediary represents and warrants
that, to the extent the Intermediary is recommending transactions in Shares,
it has established compliance procedures designed to ensure that, in
offering more than one Share class of Funds to its customers, customers are
made aware of the terms of each class of Shares offered, to ensure that its
representatives recommend only Shares that are appropriate investments
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for each customer, to ensure that the customer is availed of the opportunity
to obtain front-end sales charge discounts as detailed in the Funds'
prospectuses, and to ensure proper supervision of the Intermediary's
representatives in recommending and offering different classes of Fund
Shares to its customers.
G. Qualification of Shares in States. MBSC agrees to make available to the
Intermediary a list of the states or other jurisdictions in which Shares are
registered for sale or are otherwise qualified for sale, which may be
revised from time to time. The Intermediary will make offers of Shares to
its customers only in those states, and will ensure that the Intermediary
(including its associated persons) are appropriately licensed and qualified
to offer and sell Shares in any state or other jurisdiction that requires
such licensing or qualification in connection with the Intermediary's
activities. MBSC will promptly inform the Intermediary of any changes to the
list of states.
H. Status as an FINRA Member. To the extent that the Intermediary is a
broker-dealer or is otherwise subject to the Conduct Rules of the FINRA, the
Intermediary shall inform MBSC promptly of any pending or threatened action
or proceeding by the FINRA bearing on the Intermediary's membership with the
FINRA and of any suspension or termination of such membership. The
Intermediary further agrees to maintain all records required by applicable
laws or that are otherwise reasonably requested by MBSC in the event the
Intermediary's status as a member of the FINRA or the Securities Investor
Protection Corporation changes. The Intermediary recognizes that it will be
treated as a "non-member of the Association," as defined by Rule 2420 of the
FINRA Conduct Rules, during the period of any suspension of the
Intermediary's membership in the FINRA. Accordingly, no payments required by
FINRA regulations to be paid solely to a registered broker or dealer shall
be paid by MBSC while the Intermediary is suspended from the FINRA. Further,
any termination of the Intermediary's FINRA membership will automatically
terminate the Agreement without notice. In the event that the Agreement is
terminated as a result of the Intermediary ceasing to be a member of the
FINRA, or for any other reason as permitted by the Agreement, the
Intermediary agrees to work cooperatively with MBSC to effect an orderly
transition of customer assets if customer Shares are redeemed or
registrations transferred.
I. Miscellaneous
1. This Supplemental Agreement supersedes the terms of the Agreement and
any other agreement between the parties with respect to the provisions
covered herein. Except as modified herein, the Agreement and all other
agreements between the parties remain in full force and effect. The
invalidity or unenforceability of any term or provision hereof shall not
affect the validity or enforceability of any other term or provision
hereto.
2. To the extent the Intermediary fails to comply with any provision of the
Agreement, MBSC may terminate the Agreement immediately upon providing
Written notice to the Intermediary.
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3. All notices and other communications provided for under the terms of the
Agreement shall be given in writing and delivered by personal delivery,
by postage prepaid mail, or by facsimile or email.
4. This Supplemental Agreement shall be governed and construed in
accordance with the laws of the state of New York without regard to
conflict of law principals, and shall bind and inure to the benefit of
the parties hereto and their respective successor and assigns.
5. The Agreement, including any Exhibits, Attachments or Appendices
attached thereto, may be amended by MBSC upon 15 days' prior notice to
Intermediary, and such amendment shall be deemed accepted by
Intermediary upon the placement of any order for the purchase of Fund
Shares or the acceptance of any fee payable under the Agreement after
the effective date of any such amendment.
IN WITNESS WHEREOF, this Supplemental Agreement has been acknowledged and
executed as of the date set forth below:
MBSC Securities Corporation PHL Variable Insurance Company
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
------------------------------------------ -----------------------------------
Signed Signed
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
Print Name Print Name
Chief Financial Officer
-----------------------------------
Title Title: Senior Vice President
------------------------------------------ -----------------------------------
Date
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ATTACHMENT A
Marketing and Support Services Agreement
Supplemental Agreement Regarding Networking
Money Market Fund (Omnibus) Distribution and Shareholder Services Agreement
Money Market Fund (Fully-Disclosed)
Distribution and Shareholder Services Agreement
Fund (Omnibus) Distribution and Shareholder Services Agreement
Fund (Fully Disclosed) Distribution and Shareholder Services Agreement
Fund Participation Agreement
Services Agreement
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Rule 22c-2 Agreement
SHAREHOLDER INFORMATION AGREEMENT entered into as of March 1, 2008 by and
between Financial Investors Variable Insurance Trust (the "Fund") and PHL
Variable Insurance Company (the "Intermediary") with an effective date of
March 1, 2008.
As used in this Agreement, the following terms shall have the following
meanings, unless a different meaning is clearly required by the contexts:
The term "Intermediary" shall mean an insurance company separate account.
The term "Fund" shall mean an open-ended management investment company that is
registered or required to register under section 8 of the Investment Company
Act of 1940 and includes (i) an investment adviser to or administrator for the
Fund; (ii) the principal underwriter or distributor for the Fund; or (iii) the
transfer agent for the Fund. The term not does include any "excepted funds" as
defined in SEC Rule 22c-2(b) under the Investment Company Act of 1940./1/
The term "Shares" means the interests of Shareholders corresponding to the
redeemable securities of record issued by the Fund under the Investment Company
Act of 1940 that are held by the Intermediary.
The term "Shareholder" means the holder of interests in a variable annuity or
variable life insurance contract issued by the Intermediary ("Contract"), or a
participant in an employee benefit plan with a beneficial interest in a
contract.
The term "Shareholder-Initiated Transfer Purchase" means a transaction that is
initiated or directed by a Shareholder 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.
The term "Shareholder-Initiated Transfer Redemption" means a transaction that
is initiated or directed by a Shareholder 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
--------
/1/ As defined in SEC Rule 22c-2(b), term "excepted fund" means any: (1) money
market fund; (2) fund that issues securities that are listed on a national
exchange; and (3) fund that affirmatively permits short-term trading of
its securities, if its prospectus clearly and prominently discloses that
the fund permits short-term trading of its securities and that such
trading may result in additional costs for the fund.
Page 1 of 5
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.
The term "written" includes electronic writings and facsimile transmissions.
WHEREAS, SEC Rule 22c-2 under the Investment Company Act of 1940 requires that
funds enter into written agreements with intermediaries pursuant to which
intermediaries agree with the funds to provide or arrange to provide the funds
with certain underlying shareholder data and to abide by instructions for the
funds related to those shareholders;
WHEREAS, this Agreement shall inure to the benefit of and shall be binding upon
the undersigned;
NOW, THEREFORE, the Fund and the Intermediary hereby agree as follows:
1. Agreement to Provide Shareholder Information. Intermediary agrees to provide
the Fund or its designee, upon written request, the taxpayer identification
number ("TIN"), the Individual/International Taxpayer Identification Number
("ITIN")*, or other government-issued identifier ("GII") and the Contract owner
number or participant account number associated with the Shareholder, if known,
of any or all Shareholder(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 Intermediary during the period covered by the request. Unless
otherwise specifically requested by the Fund, the Intermediary shall only be
required to provide information relating to Shareholder-Initiated Transfer
Purchases or Shareholder-Initiated Transfer Redemptions.
1.1. Period Covered by Request. Requests must set forth a specific period,
not to exceed ninety (90) business days from the date of the request,
for which transaction information is sought. The Fund may request
transaction information older than ninety (90) business 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.
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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.
Page 2 of 5
1.2. Form and Timing of Response.
(a) Intermediary agrees to provide, promptly upon request of the Fund or
its designee, the requested information specified in paragraph 1. If
requested by the Fund or its designee, Intermediary agrees to use best
efforts to determine promptly whether any specific person about whom it
has received the identification and transaction information specified in
paragraph 1 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) the information set forth in
paragraph 1 for those shareholders who hold an account with an indirect
intermediary or (ii) restrict or prohibit the indirect intermediary from
purchasing, in nominee name on behalf of other persons, securities
issued by the Fund. Intermediary additionally agrees to inform the Fund
whether it plans to perform (i) or (ii).
(b) 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
Intermediary; and
(c) To the extent practicable, the format for any transaction
information provided to the Fund should be consistent with the NSCC
Standardized Data Reporting Format.
1.3 Limitations on Use of Shareholder Information.
(a) Limitations. The Fund agrees to only use the Shareholder Information
for the purposes of identifying Shareholders who may be violating the
Funds policies and procedures with respect to dilution of the Fund's
value as contemplated by the Rule or to fulfill other regulatory or
legal requirements subject to the privacy provisions of Title V of
the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (Public Law 106-102) and comparable state
laws. The Fund agrees that the Shareholder Information is
confidential and that the Fund will not share the Shareholder
Information externally, unless the Intermediary provides the Fund
with prior written consent to share such Shareholder Information.
(b) Breach of Confidentiality. If a party to this Agreement becomes aware
of any disclosure to an unauthorized third party of any non-public
personal financial information of a consumer provided or received by
Underwriter in response to a request for information pursuant to the
terms of this Agreement, such party promptly shall, at its expense:
(i) notify the Chief Privacy Officer or comparable staff person of
the other party; (ii) investigate the circumstances relating to such
actual or suspected unauthorized access, use or disclosure;
(iii) take commercially reasonable steps to mitigate the effects of
such unauthorized access, use or disclosure and to prevent any
reoccurrence; (iv) provide to the other such information regarding
such unauthorized access, use or disclosure as is reasonably required
for the other party to evaluate the likely consequences and any
regulatory or legal requirements arising out of such unauthorized
access, use or disclosure; and (v) cooperate with the other party to
further comply with all relevant laws, rules and regulations.
Page 3 of 5
(c) Transmissions of Shareholder Information. The Fund agrees that when
transmitting Shareholder Information by facsimile or electronic
writing that the Shareholder Information will be protected by
encryption, password, or some other form of secure transmission,
which will adequately protect the confidentiality of the Shareholder
Information.
2. Agreement to Prohibit Trading. Intermediary agrees to execute written
instructions from the Fund to prohibit further purchases or exchanges of Shares
by a Shareholder that has been identified by the Fund as having engaged in
transactions of the Fund's Shares (directly or indirectly through the
Intermediary'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 Shareholder-Initiated Transfer Purchases or
Shareholder-Initiated Transfer Redemptions that are effected directly or
indirectly through Intermediary. Instructions must be received by Intermediary
at the following address, or such other address that Intermediary may
communicate to Fund in writing from time to time, including, if applicable, an
e-mail and/or facsimile telephone number:
PHL Variable Insurance Company
East Greenbush, NY
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇
2.1. Form of Instructions. Instructions must include the TIN, ITIN, or GII
and the specific individual Contract owner number or participant account
number associated with the Shareholder, if known, and the specific
restriction(s) to be executed, including how long the restriction(s)
is(are) to remain in place. If the TIN, ITIN, GII or the specific
individual Contract owner number or participant account number
associated with the Shareholder is not known, the instructions must
include an equivalent identifying number of the Shareholder(s) or
account(s) or other agreed upon information to which the instruction
relates.
2.2. Timing of Response. Intermediary agrees to execute instructions as soon
as reasonably practicable, but not later than five business days after
receipt of the instructions by the Intermediary.
2.3. Confirmation by Intermediary. Intermediary must provide written
confirmation to the Fund that instructions have been executed.
Intermediary agrees to provide confirmation as soon as reasonably
practicable, but not later than ten business days after the instructions
have been executed.
2.4. Redemption Fees. Intermediary shall not purchase or redeem Fund shares
that are subject to redemption fees, including shares of the Fund or
share classes that later become subject to redemption fees, in the
absence of an amendment to the applicable Fund participation agreement.
3. Construction of the Agreement; Fund Participation Agreements. The parties
have entered into one or more Fund Participation Agreements between or among
them for the
Page 4 of 5
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.
4. Termination. This Agreement will terminate upon the termination of the
applicable Fund Participation Agreements, except to the extent that this
Agreement is applicable to "Existing Contracts" as defined by the Fund
Participation Agreement.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the date first above written.
PHL VARIABLE INSURANCE COMPANY
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
Title: Senior Vice President
FINANCIAL INVESTORS VARIABLE INSURANCE TRUST
By: /s/ ▇▇▇▇▇▇ ▇. May
--------------------------
Name: ▇▇▇▇▇▇ ▇. May
Title: Treasurer
Page 5 of 5
RULE 22c-2 INFORMATION SHARING AGREEMENT
This Agreement is effective as of March 1, 2008, by and between Pioneer
Investment Management Shareholder Services, Inc., member of the UniCredito
Italiano banking group, register of banking groups ("Fund Agent") and PHL
Variable Insurance Company ("Intermediary") and shall supercede any and all
agreements previously entered between them with respect to the subject matter
herein.
WHEREAS, Fund Agent is transfer agent for the Pioneer family of funds (each
a "Fund"); and
WHEREAS, Intermediary issues variable life insurance and variable annuity
contracts which some Pioneer Funds may be investment options by way of the
Intermediary's Separate Accounts;
WHEREAS, Intermediary and Fund Agent desire to enter into this Agreement to
comply with the requirements of Rule 22c-2 promulgated under the Investment
Company Act of 1940, as amended;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
herein contained, which consideration is full and complete, Fund Agent and
Intermediary (individually, "party" or, collectively, "parties") hereby agree
as follows:
1. Transaction Information. Notwithstanding any other provision of this
Agreement, Intermediary agrees to provide the Fund, upon written
request, the following information, if known: the taxpayer
identification number ("TIN") of any or all Shareholder(s) of the
account and the amount, date, name or other identifier of any investment
professional(s) associated with the Shareholder(s) or account, and
transaction type for participant initiated exchanges of Shares held
through an account maintained by Intermediary during the period covered
by the request.
2. Time Period. The Fund will request Transaction Information pursuant to
this Section which sets forth a specified period for which participant
initiated exchange Transaction Information is sought, not to exceed
ninety (90) days. The Fund may request Transaction Information for a
period longer than ninety days as it deems necessary to investigate a
specific instance or instances of potential disruptive trading and
potential non-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.
3. Timing of Requests. Fund requests for Transaction Information shall be
made no more frequently than quarterly except as the Fund deems
necessary to investigate a specific instance or instances or potential
disruptive trading and potential non-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.
4. Format of Requests. Intermediary agrees to transmit the requested
information that is on its books and records to the Fund or its
designee, and shall use its best efforts to provide such Transaction
information within five business days after receipt of a request. If the
requested Transaction Information is not on Intermediary's books and
records, Intermediary agrees to: (i) provide or arrange to provide to
the Fund the requested Transaction Information; or (ii) if directed by
the Fund, block further purchases of Fund Shares from such indirect
intermediary. In such instances, Intermediary 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 parties. To the extent practical, the format should
be consistent with the NSCC Standardized Data Reporting Format. For
purposes of this provision, an "indirect intermediary" has the same
meaning as in SEC Rule 22c-2 under the Investment Company Act of 1940.
5. Limits on the Use of Transaction Information.
(a) Limitations. The Fund agrees to only use the Transaction Information
for the purposes of identifying Shareholders who may be violating the
Funds policies and procedures with respect to dilution of the Fund's
value as contemplated by the Rule or to fulfill other regulatory or
legal requirements subject to the privacy provisions of Title V of
the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (Public Law 106-102) and comparable state
laws. The Fund agrees that the Transaction Information is
confidential and that the Fund will not share the Transaction
Information externally, unless the Intermediary provides the Fund
with prior written consent to share such Transaction Information.
(b) Breach of Confidentiality. If a party to this Agreement becomes aware
of any disclosure to an unauthorized third party of any non-public
personal financial information of a consumer provided or received by
Underwriter in response to a request for information pursuant to the
terms of this Agreement, such party promptly shall, at its expense:
(i) notify the Chief Privacy Officer or comparable staff person of
the other party; (ii) investigate the circumstances relating to such
actual or suspected unauthorized access, use or disclosure;
(iii) take commercially reasonable steps to mitigate the effects of
such unauthorized access, use or disclosure and to prevent any
reoccurrence; (iv) provide to the other such information regarding
such unauthorized access, use or disclosure as is reasonably required
for the other party to evaluate the likely consequences and any
regulatory or legal requirements arising out of such unauthorized
access, use or disclosure; and (v) cooperate with the other party to
further comply with all relevant laws, rules and regulations.
(c) Transmissions of 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.
6. Form of Instructions. Instructions must include the TIN and the specific
individual Contract owner number or participant account number
associated with the Shareholder, if known, and the specific
instruction(s) to be executed, including how long the prohibition(s)
is(are) to remain in place. If the TIN or the specific individual
Contract owner number or participant account number associated with the
Shareholder is not known, the instructions must include an equivalent
identifying number of the Shareholder(s) or account(s) or other agreed
upon information to which the instruction relates. Upon request of the
Intermediary, Fund agrees to provide to the Intermediary, along with any
written instructions to prohibit further purchases or exchanges of
Shares by Shareholder, information regarding those trades of the
contract holder that violated the Fund's policies.
7. Timing of Response. Intermediary agrees to execute instructions as soon
as reasonably practicable, but not later than five business days after
receipt of the instructions by the Intermediary.
8. Redemption Fees. Intermediary shall not purchase or redeem Fund shares
that are subject to redemption fees, including shares of Portfolios or
share classes that later become subject to redemption fees, in the
absence of an amendment to the participation agreement.
9. Construction of the Agreement; Fund Participation Agreements. 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. The Fund
Participation Agreements are hereby incorporated by reference into this
Agreement, as this Agreement is intended to be a supplement to the 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.
10. Scope of Agreement. The Intermediary's obligation to execute such
written instructions as described in this Agreement shall not be
construed as an obligation by the Intermediary to administer the Fund's
disruptive trading policies.
11. Termination. This Agreement will terminate upon the termination of the
applicable Fund Participation Agreements, except to the extent that this
Agreement is applicable to "Existing Contracts" as defined by the Fund
Participation Agreement.
12. Entire Agreement. This Agreement constitutes the entire understanding
between the parties as to their obligations with respect to the matters
discussed herein. No additional requirements or ancillary materials with
respect to reporting under the Rule shall be considering binding on a
party unless agreed to in writing by such party. In the event that
either party wishes to supplement the Rule reporting requirements
contained in this Agreement, the parties agree to work together in good
faith to reach a commercially reasonable resolution.
13. Assignment; Amendment; Termination. No assignment, amendment to or
termination of the Agreement shall be effective unless agreed to by both
parties in writing; provided, however, that if the Rule (or an successor
rule thereto) is amended or rescinded such that the Funds and the Fund
Agent are no longer required to have agreements in place with "financial
intermediaries" (as defined in the Rule), then this Agreement shall
automatically terminate.
14. Definitions. For purposes of this Agreement:
(i) The term "Fund" includes the fund's principal underwriter and
transfer agent and or other designated affiliates. The term does not
include any "excepted funds" as defined in SEC Rule 22c-2(b) under
the Investment Company Act of 1940.
(iii) The term "Shares" means the interests of Shareholders corresponding
to the redeemable securities of record issued by the Fund under the
Investment Company Act of 1940 that are held by or through PHL
Variable Insurance Company.
(iv) The term "Shareholder" means the Plan participant notwithstanding
that the Plan may be deemed to be the beneficial owner of the shares.
(v) The terms "written" includes electronic writings and facsimile
transmissions
15. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by duly authorized officers as of the date first above
written.
Pioneer Investment Management PHL Variable Insurance Company
Shareholder Services, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
---------------------------- ---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
Title: SVP Title: Senior Vice President
Information Sharing Agreement
This Information Sharing Agreement (the "Agreement"), entered into as of
February 1, 2008, by and between Royce Fund Services, Inc. ("RFS") and PHL
Variable Insurance Company ("Financial Intermediary"), confirms an agreement
between the parties for the sharing of transaction information relating to any
and all series of The Royce Fund and Royce Capital Fund (each a "Fund") that
may be offered by Financial Intermediary from time to time.
WHEREAS, Financial Intermediary and RFS, Royce & Associates, LLC and/or the
Fund have entered into either a Participation Agreement, Services Agreement,
Order Placement Procedures Agreement or similar agreement (each a
"Participation Agreement") whereby the Financial Intermediary is authorized to
receive orders for the purchase, exchange and redemption ("Orders") of shares
of certain of the Funds ("Shares") on behalf of the Financial Intermediary's
clients ("Clients");
WHEREAS, "Clients" shall also refer to (i) the beneficial owner of Shares,
whether the Shares are held directly or by the Financial Intermediary in
nominee name, (ii) participants in qualified employee benefit plan or plans
(each a "Plan") notwithstanding that the Plan may be deemed to be the
beneficial owner of Shares, and (iii) the holder of interests in a variable
annuity or variable life insurance contract issued by the Financial
Intermediary; and
WHEREAS, RFS has requested that Financial Intermediary enter into this
Agreement with respect to the implementation and compliance with SEC Rule 22c-2
under the 1940 Act.
NOW THEREFORE, in consideration of the mutual premises herein, the parties
hereto, intending to be legally bound, hereby agree as follows:
1. Agreement to Provide Information. Financial Intermediary agrees to
provide to RFS or its designee, upon written request, the taxpayer
identification number ("TIN"), if known, of any or all Clients of the
account. Financial Intermediary also agrees to provide the number of
shares, dollar value, date, name or other identifier (including broker
identification number) of any investment professional(s) associated with
the Client(s) or account (if known), and transaction type (purchase,
redemption, transfer or exchange) of every purchase, redemption,
transfer, or exchange of Shares held through an account maintained by
Financial Intermediary (Transaction Information") during the period
covered by the request.
Financial Intermediary agrees to transmit the requested Transaction
Information that is on its books and records to RFS or its designee promptly,
but in any event not later than five (5) business days, or as otherwise agreed
to by the parties, after receipt of a request. If the requested Transaction
Information is not on the Financial Intermediary's books and records, Financial
Intermediary agrees to (i) provide or arrange to provide to
the Fund the requested Transaction Information pertaining to shareholders who
hold accounts with an indirect intermediary; or (ii) if directed by RFS, block
further purchases of Shares from such indirect intermediary. In such instance,
Financial Intermediary agrees to inform RFS 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 parties. To the extent practicable, the
format for any Transaction Information provided to RFS should be consistent
with the NSCC Standardized Data Reporting Format. For purposes of this
provision, an "indirect intermediary" has the same meaning as in SEC Rule 22c-2
under the 1940 Act.
2. Period and Frequency of Requests. Requests must set forth a specific
period, generally not to exceed 90 days from the date of the request,
for which Transaction Information is sought. RFS or its designee 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.
Fund requests for Transaction Information shall be made no more
frequently than quarterly except as the Fund 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.
3. Limitations on Use of Transaction Information-
(a) Limitations. RFS agrees to only use the Transaction Information for
the purposes of identifying Shareholders who may be violating the
Fund's policies and procedures with respect to dilution of the Fund's
value as contemplated by the Rule or to fulfill other regulatory or
legal requirements subject to the privacy provisions of Title V of
the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (Public Law 106-102) and comparable state
laws. RFS agrees that the Transaction Information is confidential and
that it will not share the Transaction Information externally, unless
the Intermediary provides the Fund with prior written consent to
share such Transaction Information.
(b) Breach of Confidentiality. If a party to this Agreement becomes aware
of any disclosure to an unauthorized third party of any non-public
personal financial information of a consumer provided or received by
Underwriter in response to a request for information pursuant to the
terms of this Agreement, such party promptly shall, at its expense:
(i) notify the Chief Privacy Officer or comparable staff person of
the other party; (ii) investigate the circumstances relating to such
actual or suspected unauthorized access, use or disclosure;
(iii) take commercially reasonable steps to mitigate the effects of
such unauthorized access, use or disclosure and to prevent any
reoccurrence; (iv) provide to the other
such information regarding such unauthorized access, use or
disclosure as is reasonably required for the other party to evaluate
the likely consequences and any regulatory or legal requirements
arising out of such unauthorized access, use or disclosure; and
(v) cooperate with the other party to further comply with all
relevant laws, rules and regulations.
(c) Transmissions of Transaction Information. RFS 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.
4. Agreement to Prohibit Trading. Financial Intermediary agrees to execute
written instructions from RFS to prohibit further purchases (including shares
acquired by exchanges) of Shares by a Client that has been identified by RFS or
its designee as having engaged in transactions in the Shares (directly or
indirectly through the Intermediary's account) that violates policies
established by the Fund.
5. Form of Instructions. Instructions must include the TIN, if known, and the
specific restriction(s) to be executed. If the TIN is not known, the
instructions must include an equivalent identifying number of the Client(s) or
account(s) or other agreed upon information to which instruction relates.
6. Timing of Response. Financial Intermediary agrees to execute instruction as
soon as practicable, but not later than five (5) business days, or as otherwise
agreed to by the parties, after receipt of the instructions by the Intermediary.
7. Confirmation of Financial Intermediary. Financial Intermediary must provide
written confirmation to RFS that instructions have been executed. Intermediary
agrees to provide confirmation as soon as reasonably practicable, but not later
than ten (10) business days after the instructions have been executed.
8. Scope of Agreement. The purpose of this Agreement is to share Transaction
Information with the Fund to allow the Fund to administer its own definition of
disruptive trading. The Financial Intermediary's obligations under this
Agreement are limited to providing Transaction Information and executing
prohibitions on trading when instructed to do so.
9. Participation Agreement. All of the provisions of the Participation
Agreement by and between RFS, Royce & Associates, LLC and/or the Fund and
Financial Intermediary shall remain in full force and effect. To the extent the
Participation Agreement and this Agreement are inconsistent, this Agreement
shall govern.
10. Term and Termination. This Agreement shall remain in effect until such time
as the Participation Agreement has been terminated and is no longer in effect
between the two parties, except to the extent that this Agreement is applicable
to Existing Contracts as defined by the Participation Agreement.
11. Assignment. There may be no assignment (as defined in the ▇▇▇▇ ▇▇▇) of this
Agreement without the consent of the other party.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed
as of the date first above written.
Royce Fund Services, Inc. PHL VARIABLE INSURANCE COMPANY
By: By:
-------------------------------- -----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
Title: President Title: Senior Vice President
Royce Fund Services, Inc.
Post contract implementation for Rule 22c-2 Agreements
22c-2 Operations Contacts and Operational Overview
Royce Fund Services, Inc. ("RFS") as distributor for The Royce Fund and Royce
Capital Fund will be taking a risk based approach to oversight of frequent
trading under SEC Rule 22c-2. By a "risk based" approach we mean that we will
monitor accounts for activity that exceeds certain thresholds and when certain
trigger conditions are met we will request information from you.
RFS Operational Contacts:
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
Director of Mutual Fund Operations ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
Operations Manager ▇▇▇-▇▇▇-▇▇▇▇
Trading Review
Level 3 Dealers:
RFS will use transaction data from transfer agent records for review. We may
require additional information such as Taxpayer Identification Number (TIN)
on specific accounts under review and will work with you to obtain this.
Broker/Dealer Omnibus:
For broker dealers providing enhanced sales reporting data with similar
information to the DTCC Standardized Data Reporting, RFS will use those
daily files for review. We may require additional information (such as TIN)
on specific accounts under review if not provided on the sales reporting
files.
TPA and Other Omnibus Accounts:
RFS will be using DTCC's Standardized Data Reporting and other existing
links to request and receive trade level detail required to meet our review
obligations. For super-omnibus accounts, we may request daily files to get
plan level detail. All other requests will be made based on our risk based
review model.
Actions as a Result of Review
RFS will advise intermediary of any accounts that are subject to warning or
restriction from further activity.
Please complete and return this page by fax to RFS at:
▇▇▇-▇▇▇-▇▇▇▇
Intermediary Operational Contact for 22c-2
Please advise contact information for:
Date:
------------------------------------------
Intermediary Name:
------------------------------------------
Post Contract Implementation of Data File Requests:
Name:
-----------------------------------------
Phone:
-----------------------------------------
E-Mail:
-----------------------------------------
Ongoing Contact for Warnings, Restrictions, etc:
Name:
-----------------------------------------
Phone:
-----------------------------------------
E-Mail:
-----------------------------------------
Information Sharing Agreement
This Agreement is entered into by and between, Phoenix Life Insurance Company
and PHL Variable Insurance Company ("Phoenix") and the Third Avenue Variable
Series Trust ("Trust") as of March 1, 2008 ("Effective Date").
Preliminary Statements
1. Phoenix, the Trust and ▇.▇. ▇▇▇▇▇▇▇ LLC have entered into Participation
Agreements dated March 1, 2008 under which series of the Trust are available
through Phoenix's variable life and annuity products ("Participation
Agreement").
2. Phoenix and the Trust wish to enter into this Agreement in connection with
the Participation Agreement and in compliance with Rule 22c-2 under the
Investment Company Act of 1940, as amended ("Rule").
3. The Trust is a Fund as defined by the Rule, except that the term "Fund" does
not include the SVPT Money Market Fund or any other "excepted fund" as defined
by the Rule.
4. Phoenix is an Intermediary as defined by the Rule.
5. In consideration of the mutual covenants contained in this Information
Sharing Agreement, the parties intend to be legally bound and agree to the
following:
Definitions
Shares: The term "Shares" means the interests of Shareholders corresponding to
the redeemable securities of record issued by the Trust under the Act that are
held by Phoenix.
Shareholder: The term "Shareholder" means the holder of interests in a variable
annuity contract or variable life insurance policy issued by Phoenix
("Contract"), or a participant in an employee benefit plan with a beneficial
interest in a Contract.
Purchase: The term "Purchase" means a transaction that is initiated or directed
by a Shareholder that results in a transfer of assets within a Contract to the
Trust, but does not include transactions that are executed: (i) automatically
pursuant to a contractual or systematic program or enrollment such as transfer
of assets within a Contract to the Trust as a result of "dollar cost averaging"
programs, insurance company approved asset allocation programs, or automatic
rebalancing programs; (ii) pursuant to a Contract death benefit; (iii) one-time
step-up in Contract value pursuant to a Contract death benefit; (iv) allocation
of assets to the Trust through a Contract as a result of payments such as loan
repayments, scheduled contributions, retirement plan salary reduction
contributions, or planned premium payments to the Contract; or (v) prearranged
transfers at the conclusion of a required free look period.
Redemption: The term "Redemption" means a transaction that is initiated or
directed by a Shareholder that results in a transfer of assets within a
Contract out of the Trust, but does not
include transactions that are executed: (i) automatically pursuant to a
contractual or systematic program or enrollments such as transfers of assets
within a Contract out of the Trust as a result of annuity payouts, loans,
systematic withdrawal programs, insurance company approved asset allocation
programs and automatic rebalancing programs; (ii) as a result of any deduction
of charges or fees under a Contract; (iii) within a Contract out of the Trust
as a result of scheduled withdrawals or surrenders from a Contract; or (iv) as
a result of payment of a death benefit from a Contract.
Shareholder Information: The term "Shareholder Information" shall mean:(1) the
taxpayer identification number ("TIN"); (2) the Contract owner number or
participant account number associated with the Shareholder; and (3) the amount,
date and transaction type of every purchase, redemption, transfer, or exchange
of Shares held through an account maintained by the Intermediary during the
period covered by the request.
Written or In Writing: The term "written", "in writing" or similar term
includes electronic writings and facsimile transmissions unless otherwise
specified.
Agreements
1. Agreement to Provide Information. Phoenix agrees to provide the Trust and/or
its designee with Shareholder Information, upon written request.
2. Period Covered by Request. Unless otherwise directed by the Trust, Phoenix
agrees to provide the information specified above for each trading day.
Requests must set forth a specific period, not to exceed 90 days from the date
of the request, for which Shareholder Information is sought. The Trust may
request Shareholder Information older than 90 days from the date of the request
as it deems necessary to investigate compliance with policies established by
the Trust for the purpose of eliminating or reducing any dilution of the value
of the outstanding shares issued by the Trust.
3. Timing of Requests. The Trust requests for Shareholder Information shall be
made no more frequently than quarterly except as the Trust deems necessary to
investigate compliance with policies established by the Trust for the purpose
of eliminating or reducing any dilution of the value of the outstanding shares
issued by the Trust (i.e., market timing).
4. Form and Timing of Response. Phoenix agrees to transmit the requested
information that is on its books and records to the Trust or its designee
promptly, but in any event not later than five business days, after receipt of
a request. If the requested information is not on Phoenix's books and records,
Phoenix agrees to use reasonable efforts to: (i) promptly obtain and transmit
the requested information; (ii) obtain assurances from the accountholder that
the requested information will be provided directly to the Trust promptly; or
(iii) if directed by the Trust, block further purchases of Shares from such
accountholder. In such instance, Phoenix agrees to inform the Trust whether it
plans to perform (i), (ii) or (iii). Responses required by this paragraph must
be communicated in writing and in a format mutually agreed upon by the parties.
2
5. Limitations on Use of Information. The Trust agrees to only use Shareholder
Information for the purposes of identifying Shareholders who may be violating
the Trust's policies and procedures with respect to dilution of the Trust's
value as contemplated by Rule 22c-2 or to fulfill other regulatory or legal
requirements subject to the privacy provisions of Title V of the ▇▇▇▇▇-▇▇▇▇▇
▇▇▇▇▇▇ Act (Public Law 106-102) and comparable state laws. The Trust agrees
that the Shareholder Information is confidential and will not share the
Shareholder Information externally, unless Phoenix provides the Trust with
prior written consent to share such Shareholder Information. The Trust agrees
not to share the Shareholder Information internally, except on a "need to know
basis". The Trust further agrees to notify Phoenix's Chief Privacy Officer
promptly but not later than three (3) business days in the event that the
confidentiality of the Shareholder Information is breached.
6. Transmitting Shareholder Information. The Trust agrees that when
transmitting Shareholder Information by facsimile or electronic writing that
the Shareholder Information will be protected by encryption, password, or some
other form of secure transmission, which will adequately protect the
confidentiality of the Shareholder Information.
7. Agreement to Prohibit Trading. Phoenix agrees to execute written
instructions from the Trust or its designee prohibit further purchases or
exchanges of Shares by Shareholders that have been identified by the Trust as
having engaged in transactions of Shares (directly or indirectly through
Phoenix's account) that violate policies established by the Trust for the
purpose of eliminating or reducing any dilution of the value of the outstanding
Shares issued by the Trust.
8. Form of Instructions. Instructions must include the TIN, if known, and the
specific restriction(s) to be executed. If the TIN is not known, the
instructions must include an equivalent identifying number of the Shareholders
or the Shareholders' account(s) or other agreed upon information to which the
instruction relates.
9. Timing of Response. Phoenix agrees to execute instructions as soon as
reasonably practicable, but not later than five business days after receipt of
the instructions by Phoenix.
10. Confirmation by Intermediary. Phoenix will provide written confirmation to
the Trust or its designee that instructions have been executed. Phoenix agrees
to provide confirmation as soon as reasonably practicable, but not later than
ten business days after the instructions have been executed.
11. Redemption Fees. If the Trust ultimately decides to impose a redemption fee
on variable contracts, the Trust agrees to notify Phoenix at least three
(3) months in advance so that Phoenix can program its systems to administer the
fee.
12. Construction of the Agreement: Participation Agreements. The Participation
Agreements are hereby incorporated by reference into this Agreement, as this
Agreement is intended to be a supplement to the Participation Agreements. To
the extent the terms of this Information Sharing Agreement conflict with the
terms of a Participation Agreement, the terms of this Participation Agreement
shall control, but only to the extent it does not conflict with Rule 22c-2.
3
13. Governing Law. The Agreement shall be governed by and interpreted in
accordance with the internal laws of the State of New York.
14. Amendments and Assignments. This Agreement may only be amended in a writing
signed by both parties. Neither party shall assign this Agreement without the
prior written consent of the other party provided, however, that either party
may assign this Agreement to an affiliated entity or a third party in
connection with a merger, acquisition, reorganization or the sale or transfer
of all or substantially all of its assets to such third party. Subject to the
foregoing, this Agreement or the relevant provisions shall be binding upon, and
inure to the benefit of, all successors, executors, heirs, representatives,
administrators and assigns.
15. Indemnification. The Trust agrees to indemnify and hold harmless Phoenix
from any and all liability, claim, loss, demand, damages, costs and expenses
(including reasonable attorney's fees) arising in connection with third party
claim or action brought against Phoenix as a result of any disclosure of
Shareholder Information provided to the Trust in response to a request for
Shareholder Information pursuant to the terms of this Information Sharing
Agreement that is inconsistent with the terms of this Agreement or otherwise
not authorized by Phoenix.
16. Force Majeure. Either party is excused from performance and shall not be
liable for any delay in performance or non-performance, in whole or in part,
caused by the occurrence of any event or contingency beyond the control of the
parties including, but not limited to, work stoppages, fires, civil
disobedience, riots, rebellions, natural disasters, acts of God, and acts of
war or terrorism. The party who has been so affected shall promptly give
written notice to the other Party and shall use its reasonable commercial
efforts to resume performance. Upon receipt of such notice, all obligations
under this Agreement shall be immediately suspended for the duration of such
Force Majeure Event.
17. Notices. All legal notices, included those pursuant to Agreements,
Paragraph 6 above, must be sent to: Phoenix Life Insurance Company, Attention:
Law Department, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇.
All notices for Shareholder Information must be sent to Phoenix Life Insurance
Company, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇
▇▇▇▇▇.
18. Termination. This Agreement will terminate upon the termination of the
Participation Agreement.
4
IN WITNESS WHEREOF, the below persons, as duly authorized officers, have caused
this Information Sharing Agreement to be executed on behalf of the parties as
of the Effective Date.
THIRD AVENUE VARIABLE SERIES TRUST
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: CEO and President
Signature: /s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------
PHOENIX LIFE INSURANCE COMPANY AND
PHL VARIABLE INSURANCE COMPANY,
Name: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
Title: Senior Vice President
Signature: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
--------------------------
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