system: You are a contract-analysis assistant performing a span-extraction task. You are given an excerpt from a commercial contract and the name of a clause type to locate within it.

Return the exact text of the requested clause, copied verbatim from the excerpt — identical wording and punctuation, with no paraphrasing, summarising, explanation, or added commentary.

The excerpt is one window of a much longer contract and often will not contain the requested clause. If the requested clause does not appear in this excerpt, respond with exactly: Not found.

Output only the extracted clause text, or the exact string `Not found.` — nothing else.

user: Contract excerpt:
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STRATEGIC ALLIANCE AGREEMENT This agreement ("Agreement"), is entered into as of the date on which the Registration Statement is declared effective by the SEC (the "Effective Date"), by and among PHL VARIABLE INSURANCE COMPANY ("PHLVIC"), PHOENIX LIFE INSURANCE COMPANY, ("PLIC" and, together with PHLVIC, "PHL Variable"), PHOENIX EQUITY PLANNING CORPORATION ("PEPCO" and, together with PHLVIC and PLIC, the "PHL Parties"), and INVESTORS CAPITAL CORPORATION ("ICC"). Except as otherwise defined, capitalized terms used herein shall have the meanings given to them in Section 1 Definitions, below. RECITALS A. PHL Variable will offer to issue the GIE to ICC Customers. B. ICC is a broker dealer that is registered under the 1934 Act and with FINRA and an investment adviser that is registered with the SEC under the Advisers Act and doing business as an investment adviser as Investors Capital Advisory Services ("ICAS"). C. ICAS has established certain asset allocation Models that are eligible for use with the GIE, and in the future may establish other Models that become eligible for use with the GIE. D. ICC and the Phoenix Parties have previously entered into a Selling Agreement, effective as of December 1, 2002 and the addition of GIE to the Selling Agreement effective as of the Effective Date, pursuant to which ICC will solicit sales of the GIE to ICC Customers. E. The Parties desire to set forth herein certain of their respective duties and obligations in connection with the GIE, all upon the terms and subject to the conditions more fully set forth below. NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and obligations hereinafter set forth, and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows: SECTION 1 DEFINITIONS - 1 - 1.01 1933 Act. The Securities Act of 1933, as amended. 1.02 1934 Act. The Securities Exchange Act of 1934, as amended. 1.03 Advisers Act. The Investment Advisers Act of 1940, as amended. 1.04 Affiliate. With respect to a person, any other person controlling, controlled by, or under common control with, such person. - 2 - 1.05 Agreement. The term shall have the meaning set forth in the introductory paragraph of this Agreement. 1.06 Application. The application, enrollment form, or similar form approved for use by PHL Variable by which an ICC Customer applies for a GIE. 1.07 Books and Records. All books and records maintained or required by applicable Law to be maintained by each of the Parties hereto in connection with the Transaction Documents and the GIE, including to the extent any of the following exist: (i) hard copy and microfiche records; (ii) all paper files; (iii) all electronic images; (iv) all computer data files; and (v) any and all records in other forms. 1.08 Business Day. A day when the New York Stock Exchange is open for business. 1.09 Certificate. The certificate of insurance issued by PHL Variable to an ICC Customer pursuant to the Master Group Annuity Contract. 1.10 Certificate Owner. The person or entity that is the owner of a Certificate. 1.11 Change of Control. The term shall have the meaning set forth in Section 16.01.2. 1.12 Confidential Information. The term shall have the meaning set forth in Section 11.03.1 1.13 Customer Complaint. The term shall have the meaning set forth in Section 11.04. 1.14 Determination. The term shall have the meaning set forth in Section 12.02.1.6. 1.15 ICC. The term shall have the meaning set forth in the introductory paragraph of this Agreement. 1.16 Effective Date. The date set forth in the introductory paragraph of this Agreement. 1.17 Fee Increase Notice Date. The term shall have the meaning set forth in Section 8.08.1. 1.18 Governmental Entity. Any domestic, federal or State, court, governmental or regulatory authority or agency, including State insurance and State securities regulators. 1.19 GIE. The Master Group Annuity Contracts and each Certificate issued by PHL Variable and registered on Form S-1 under the 1933 Act with the SEC under File No. 333-XXXXXX as in effect on the Effective Date, including any riders, endorsements or amendments to the Master Group Annuity Contracts or the Certificates, and each Application. - 3 - 1.20 GIE Fees. The fees due to either PHLVIC or PLIC, as applicable, by a Certificate Owner under a Certificate for coverage under such Certificate. 1.21 Investment Company Act. The Investment Company Act of 1940, as amended. 1.22 IRC. The Internal Revenue Code of 1986, as amended. 1.23 Law.
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Extract the exact clause related to "Governing Law" from the excerpt above.