EXHIBIT 3(b)
Form of Agreement between Phoenix Equity Planning Corporation
with respect to the sale of Contracts
[Phoenix Home Life logo] Broker-Dealer Variable Contract
Supervisory and Service Agreement
Phoenix Equity Planning Corporation ("PEPCO"), the master servicer and
distributor for the Contracts hereunder described and the undersigned
broker-dealer (the "Broker-Dealer"), enter into this Agreement as of the date
indicated, for the purpose of appointing the Broker-Dealer to perform the
services hereunder described, subject to the following provisions:
1. Except as provided below, PEPCO hereby appoints the Broker-Dealer to provide
sales assistance with respect to, and to cause applications to be solicited
for the purchase of variable annuity contracts and/or variable life policies
issued by Phoenix Home Life Mutual Insurance Company and/or PHL Variable
Insurance Company (the "Insurer") through Separate Accounts including the
Phoenix Home Life Variable Accumulation Account, Phoenix Home Life Variable
Universal Life Account and PHL Variable Accumulation Account and listed on
Schedules A and B. Broker-Dealer accepts such appointment and agrees to use
its best efforts to provide sales assistance to producers of the Insurer and
to cause applications for the purchase of Contracts to be solicited by such
producers. Broker-Dealer agrees to pay a commission to such producers.
2. The Broker-Dealer will promptly forward to the appropriate office of Phoenix
Home Life, or its authorized designee, all Contract applications along with
other documents, if any, and any payments received with such applications and
will have no rights of set off for any reason. Any Contract application which
is rejected, together with any payment made and other documents submitted,
shall be returned to the Broker-Dealer.
3. PEPCO shall pay the Broker-Dealer service payments relating to applications
submitted by Broker-Dealer. The amount to be paid by PEPCO is specified on
Schedule A or B of this Agreement. The Broker-Dealer agrees to return
promptly to PEPCO, all compensation received for any Contract returned within
the "free look" period as specified in the Contract.
4. The Broker-Dealer represents that it is a registered broker-dealer under the
Securities Exchange Act of 1934, a member in good standing of the National
Association of Securities Dealers, Inc. ("NASD"), and is registered as a
broker-dealer under state law to the extent required in order to provide the
services described in this Agreement. Broker-Dealer agrees to abide by all
rules and regulations of the NASD, including its Rules of Fair Practice, and
to comply with all applicable state and federal laws and the rules and
regulations of authorized regulatory agencies affecting the sale of the
Contracts, including the prospectus delivery requirements under the
Securities Act of 1933 for the Contracts and any underlying mutual fund. The
Broker-Dealer agrees to notify PEPCO promptly of any change, termination, or
suspension of its status. Broker-Dealer shall immediately notify PEPCO with
respect to i) the initiation and disposition of any form of disciplinary
action by the NASD or any other agency or instrumentality having jurisdiction
with respect to the subject matter hereof against Broker-Dealer or any of its
employees or agents; ii) the issuance of any form of deficiency notice by the
NASD or any such agency regarding Broker-Dealer's training, supervision or
sales practices; and/or iii) the effectuation of any consensual order with
respect thereto.
5. In connection with the solicitation of applications for the purchase of
Contracts, Broker-Dealer agrees to indemnify and hold harmless PEPCO and the
Insurer from any damage or expense as a result of (a) the negligence,
misconduct or wrongful act of Broker-Dealer or any employee, representative
or agent of the Broker-Dealer and/or (b) any actual or alleged violation of
any securities or insurance laws, regulations or orders. Any indebtedness or
obligation of the Broker-Dealer to PEPCO or the Insurer, whether arising
hereunder or otherwise, and any liabilities incurred or monies paid by PEPCO
or the Insurer to any person as a result of any misrepresentation, wrongful
or unauthorized act or omission, negligence of, or failure of Broker-Dealer
or its employees, producers, and registered representatives to comply with
this Agreement, shall be set off against any compensation payable under this
Agreement. Notwithstanding the foregoing, Broker-Dealer shall not indemnify
and hold harmless PEPCO and the Insurer from any damage or expense on account
of the negligence, misconduct or wrongful act of
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HO 3272 2-95
Broker-Dealer or any employee, representative or producer of Broker-Dealer if
such negligence, misconduct or wrongful act arises out of or is based upon
any untrue statement or alleged untrue statement of material fact, or the
omission or alleged omission of a material fact in: (i) any registration
statement, including any prospectus or any post-effective amendment thereto;
or (ii) any material prepared and/or supplied by PEPCO or the Insurer for use
in conjunction with the offer or sale of Contracts; or (iii) any state
registration or other document filed in any state or jurisdiction in order to
qualify any Contract under the securities laws of such state or jurisdiction.
The terms of this provision shall not be impaired by termination of this
Agreement.
In connection with the solicitation of applications for the purchase of
Contracts, PEPCO and the Insurer agree to indemnify and hold harmless
Broker-Dealer from any damage or expense on account of the negligence,
misconduct or wrongful act of PEPCO or the Insurer or any employee,
representative or producer of PEPCO or the Insurer, including but not limited
to, any damage or expense which arises out of or is based upon any untrue
statement or alleged untrue statement of material fact, or the omission or
alleged omission of a material fact in: (i) any registration statement,
including any prospectus or any post-effective amendment thereto; or (ii) any
material prepared and/or supplied by PEPCO or the Insurer for use in
conjunction with the offer or sale of the Contracts; or (iii) any state
registration or other document filed in any state or other jurisdiction in
order to qualify any Contract under the securities laws of such state or
jurisdiction. The terms of this provision shall not be impaired by
termination of this Agreement.
6. The Broker-Dealer will itself be, or will select persons associated with it
who are, trained and qualified to solicit applications for purchase of
Contracts in conformance with applicable state and federal laws. Any such
persons shall be registered representatives of the Broker-Dealer in
accordance with the rules of the NASD, be licensed to offer the Contract in
accordance with the insurance laws of any jurisdiction in which such person
solicits applications, be licensed with and appointed by the Insurer to
solicit applications for the Contracts and have entered into the appropriate
Variable Contracts Insurance Commission Agreement with the Insurer, if
applicable. Under the Variable Contracts Insurance Commission Agreement, the
Insurer will make payments to insurance producers. Broker-Dealer will train
and supervise its representatives to insure that purchase of a Contract is
not recommended to an applicant in the absence of reasonable grounds to
believe that the purchase of a Contract is suitable for that applicant.
Broker-Dealer shall pay the fees to regulatory authorities in connection with
obtaining necessary securities licenses and authorizations for registered
representatives to solicit applications for the purchase of contracts.
Broker-Dealer is not responsible for fees in connection with the appointment
of registered representatives as insurance agents of the Insurer.
7. The activities of all producers referred to in Paragraph 6 will be under the
direct supervision and control of the Broker-Dealer. The right of such
producers to solicit applications for the purchase of Contracts is subject to
their continued compliance with the rules and procedures which may be
established by the Broker-Dealer, PEPCO or the Insurer, including those set
forth in this Agreement.
8. The Broker-Dealer shall ensure that applications for the purchase of
Contracts are solicited only in the states where the Contracts are qualified
for sale, and only in accordance with the terms and conditions of the then
current prospectus applicable to the Contracts and will make no
representations not included in the prospectus, Statement of Additional
Information, or in any authorized supplemental material supplied by PEPCO.
With regard to the Contracts, the Broker-Dealer shall not use or permit its
producers to use any sales promotion materials or any form of advertising
other than that supplied or approved by PEPCO. Broker-Dealer shall ensure
that the prospectus delivery requirements under the Securities Act of 1933
and all other applicable securities and insurance laws, rules and regulations
are met and that delivery of any prospectus for the Contracts will be
accompanied by delivery of the prospectus for the underlying mutual funds.
9. The Broker-Dealer understands and agrees that in performing the services
covered by this Agreement, it is acting in the capacity of an independent
contractor and not as an agent or employee of PEPCO, and that it is not
authorized to act for, or make any representation on behalf of, PEPCO or the
Insurer except as specified herein. Broker-Dealer understands and agrees that
PEPCO shall execute telephone transfer orders only in accordance with the
terms and conditions of the then current prospectus
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applicable to the Contracts and agrees that, in consideration for the
Broker-Dealer's right to exercise the telephone transfer privilege, neither
PEPCO nor the Insurer will be liable for any loss, injury or damage incurred
as a result of acting upon, nor will they be held responsible for the
authenticity of, any telephone instructions containing unauthorized,
incorrect or incomplete information. Broker-Dealer agrees to indemnify and
hold harmless PEPCO and the Insurer against any loss, injury or damage
resulting from any telephone exchange instruction containing unauthorized,
incorrect or incomplete information received from Broker-Dealer or any of
its registered representatives. (Telephone instructions are recorded on
tape.)
10. This Agreement may not be assigned by the Broker-Dealer without the prior
consent of PEPCO. Any party hereto may cancel this Agreement at any time
upon written notice. This Agreement shall automatically terminate if the
Broker-Dealer voluntarily or involuntarily ceases to be or is suspended from
being, a member in good standing of the NASD. Provided further, PEPCO
reserves the right to terminate this Agreement in the event that any
employee or agent of Broker-Dealer is suspended, disciplined or found to be
in violation of governing insurance or securities laws, rules or
regulations. Furthermore, PEPCO reserves the right to revise the payments
for services described in this Agreement as set forth in Paragraph 3 at any
time upon the mailing of written notice to the Broker-Dealer. Failure of any
party to terminate this Agreement for any of the causes set forth in this
Agreement shall not constitute a waiver of the right to terminate this
Agreement at a later time for any such causes.
11. This Agreement on the part of the Broker-Dealer runs to PEPCO and the
Insurer and is for the benefit of and enforceable by each. This Agreement
shall be governed by and construed in accordance with the laws of the State
of Connecticut. This Agreement supersedes any agreement in effect prior to
May 1, 1995. Your first contract/policy sale after receipt of this Agreement
shall constitute your acceptance of its terms. If Agreement is not returned,
"default" Commission Option 1 will be applied. If you do not wish to
participate in solicitating applications for one of the available products,
you must complete Section 12.
12. Applications for the following products will not be solicited by any
representative, employee or agent of the Broker-Dealer:
A. [ ] Phoenix Home Life Mutual Insurance Company
[ ] Variable Annuities
[ ] Variable Universal Life
B. [ ] PHL Variable Insurance Company
[ ] Variable Annuities
Broker-Dealer Firm:
Name of Firm: _________________________________________________
By: ___________________________________________________________
Print Name & Title: ___________________________________________
Date: ____________________________ NASD Card Number ________
Phoenix Equity Planning Corporation
By: __________________________________________________________
Title: ________________________________________________________
Date: ________________________________________________________
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[Phoenix Home Life logo] Schedule B
PHL Variable Insurance Company
The Big Edge Choice - Individual Deferred Variable Annuity Contract (Form D601)
issued by the PHL Variable Accumulation Account of PHL Variable Insurance
Company. PEPCO, as paying agent for PHL Variable Insurance Company, shall pay
the Broker-Dealer a service payment from one of the three Commission Options
available as described below. If more than one Commission Option is chosen,
Broker-Dealer agrees that its representatives may select from the specified
Commission Options at the time a Contract is purchased. Once an option has been
selected, it cannot be changed in the future. Broker-Dealer may also allow
specified representatives to utilize a Commission Option other than what is
selected below on a contract by contract basis by completing the section on the
Commission Election form titled, "Exception." If more than one Commission Option
is selected below, the "default" Commission Option shall be Option 1.
Please check one or more of the following Commission Options.
Please check Option
one or more: Number: Option Description:
[box] 1 6.00% of premiums paid
[box] 2 5% of premiums paid plus an annual trail
commission of .30% of Contract Value
beginning the 2nd year and increasing to
.50% beginning the 8th year
[box] 3 3% of premiums paid plus an annual trail
commission of .50% of Contract Value
beginning the 2nd year and increasing to
1.00% beginning the 8th year
Trail commissions will be paid on the contract value on a calendar quarter basis
on deposits held under the Contract for a year or more.
HO 3272 B 2-95
