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PHOENIX LIFE INSURANCE COMPANY

PHL VARIABLE INSURANCE COMPANY

PHOENIX LIFE AND ANNUITY COMPANY

Phoenix Life Variable Accumulation Account

Big EdgeThe Big Edge Plus®

Group Strategic Edge®

The Big Edge Choice® for New YorkThe Phoenix Edge® – VA for New YorkPhoenix Spectrum Edge®

Phoenix Spectrum Edge®+Retirement Planner’s EdgeFreedom Edge®

Phoenix Income Choice®

Phoenix Investor’s Edge®

Phoenix Dimensions®

Phoenix Life Variable Universal Life Account

The Phoenix Edge®

The Phoenix Edge® SPVLFlex EdgeFlex Edge Success®

Joint Edge®

Individual Edge®

Estate Edge®

Estate StrategiesCorporate EdgeExecutive Benefit VULPhoenix Executive VUL®

Phoenix Benefit Choice VUL®

Phoenix Joint Edge® VUL

PHL Variable Accumulation Account

The Big Edge Choice®

The Phoenix Edge® – VAPhoenix Spectrum Edge®

Phoenix Spectrum Edge®+Retirement Planner’s EdgeFreedom Edge®

Phoenix Premium Edge®

Phoenix Income Choice®

Phoenix Investor’s Edge®

Phoenix Asset ManagerPhoenix Dimensions®

PHLVIC Variable Universal Life Account

Phoenix Benefit Choice VUL®

Phoenix Joint Edge® VULPhoenix Express VULSM

Phoenix Express VULSM (06)

The Phoenix Edge® SVULThe Phoenix Edge® VUL

Phoenix Life and Annuity Variable UniversalLife Account

Corporate Edge

SUPPLEMENT DATED OCTOBER 21, 2015TO THE PROSPECTUSES

This supplement should be read with the currently effective or last effective prospectus, along with any otherapplicable supplements, for the above listed variable annuity and variable universal life products.

Effective on or about November 6, 2015, Neuberger Berman AMT Small Cap Growth Portfolio Class S is merging(“Merging Fund”) and the surviving fund, Neuberger Berman AMT Mid Cap Growth Portfolio (“Surviving Fund”) isadded, effective on the closing date of the merger, as an investment option to those products listed above.

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On June 24, 2015, the Board of Trustees of Neuberger Berman Advisers Management Trust approved a Plan ofReorganization and Dissolution (the “Plan”) under which the Merging Fund will transfer all of its assets to theSurviving Fund in exchange for shares of the Surviving Fund. Please be advised that Phoenix Life InsuranceCompany, PHL Variable Insurance Company and Phoenix Life and Annuity Company are not affiliated withNeuberger Berman Advisers Management Trust and have no control or influence in this decision or the Plan.

Under the Plan, the merger will involve the transfer of all of the assets of the Merging Fund to the Surviving Fund inexchange for Surviving Fund shares having an aggregate net asset value equal to the value of the Merging Fund’snet assets, the Surviving Fund’s assumption of all the liabilities of the Merging Fund, the distribution of SurvivingFund shares to the shareholders of the Merging Fund and the dissolution of the Merging Fund.

As such, on the closing date of the merger, Surviving Fund is added to the list of available investment options forthe products listed above and Merging Fund shareholders will become shareholders of the Surviving Fund and willreceive shares of the Surviving Fund with a total net asset value equal to that of their shares of the Merging Fund onthe closing date. The merger is designed to be tax-free to shareholders.

The merger is expected to take place on or about November 6, 2015. As a result of the merger, November 4, 2015,will be the last day the Merging Fund will accept purchases of shares or exchanges into the Merging Fund. Untilthat date, you will be able to purchase and exchange shares in the Merging Fund indirectly through the subaccountinvestment option corresponding to the Merging Fund (the “Merging Fund Subaccount”). Unless you inform usotherwise, effective November 5, 2015, any instruction to purchase or exchange shares to the Merging FundSubaccount will be deemed to be an instruction for the subaccount investment option corresponding to theSurviving Fund (“Surviving Fund Subaccount”). Effective November 6, 2015, all such instructions that designate theMerging Fund will be deemed to be an instruction for the Surviving Fund Subaccount. This includes, but is notlimited to, instructions for purchase payments, partial withdrawals, and transfer instructions (including instructionsunder any automatic or systematic transfer option).

If your variable life policy or annuity contract value remains allocated to the Merging Fund Subaccount at the timethe merger occurs, those units will be replaced by units corresponding to the Surviving Fund Subaccount, andthereafter the policy or contract value will depend on the performance of the Surviving Fund. The number ofSurviving Fund Subaccount units you receive as a result of the merger will depend on the value of your MergingFund Subaccount units at the time the merger occurs.

Whether your account value is transferred automatically on the merger date or whether you request that we transferyour account value to a different investment option, the transfer will have no federal income tax consequences, andno charge, and it will not count against any applicable number of free transfers you are allowed under yourcontract.

The merger does not result in any change in the amount of your accumulated policy or contract value or in thedollar value of your investment in the separate account. In addition, the merger does not cause any fees or chargesunder your policy or contract to be greater, it does not alter your rights or our obligations under the policy orcontract and it does not result in any tax liability to you.

Summary information regarding the currently available investment options is provided herein (see “Appendix –Investment Options,” below). You can obtain the prospectus for an underlying investment option in your variablelife policy or annuity contract by visiting www.phoenixwm.com* or by calling 1-800-541-0171. You shouldcarefully read the prospectus and consider the investment objectives, risks, charges, and expenses associated withany underlying investment option before investing.

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Please see the fund prospectus for more information about the Surviving Fund, including portfolio operatingexpenses for the year ended December 31, 2014.

At the time of the merger, your prospectus is revised by deleting all mention of the Merging Fund and substitutingmention of the Surviving Fund.

❖ For all prospectuses including an Appendix – Investment Options, the Appendix is deleted and replaced withthe following:

Please note: This information is intended to provide a brief summary of each fund’s investment objective andadvisor information. For more detailed information regarding each fund you should consult the fund prospectuswhich can be found on our website, www.phoenixwm.com*, or requested by writing to us at PO Box 8027, Boston,MA 02266-8027 or calling 1-800-541-0171. Not all funds listed here may be currently offered or available with yourproduct.

Fund Name Investment Objective Investment Advisor / Subadvisor

Alger Capital Appreciation Portfolio1,2 Long term capital appreciation Fred Alger Management, Inc.

AB VPS Balanced Wealth StrategyPortfolio 3

Achieve the highest total returnconsistent with the Adviser’sdetermination of reasonable risk.

AllianceBernstein L.P.

Calvert VP S&P MidCap 400 IndexPortfolio

Seeks investment results thatcorrespond to the total returnperformance of U.S. common stocks,as represented by the S&P MidCap400 Index

Calvert Investment Management, Inc.

Subadvisor: Ameritas InvestmentPartners, Inc.

Deutsche Equity 500 Index VIP 4

Seeks to replicate, as closely aspossible, before the deduction ofexpenses, the performance of theStandard & Poor’s 500 CompositeStock Price Index, which emphasizesstocks of large US companies

Deutsche Investment ManagementAmericas Inc.

Subadvisor: Northern TrustInvestments, Inc.

Deutsche Small Cap Index VIP 5

Seeks to replicate, as closely aspossible, before the deduction ofexpenses, the performance of theRussell 2000® Index, whichemphasizes stocks of small UScompanies

Deutsche Investment ManagementAmericas Inc.

Subadvisor: Northern TrustInvestments, Inc.

Federated Fund for U.S. GovernmentSecurities II

The Fund’s investment objective is toprovide current income.

Federated Investment ManagementCompany

Federated High Income Bond Fund II The Fund’s investment objective is toseek high current income.


Federated Prime Money Fund II

The Fund is a money market fundthat seeks to maintain a stable netasset value (NAV) of $1.00 per Share.The Fund’s investment objective is toprovide current income consistentwith stability of principal andliquidity.


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Fidelity® VIP Contrafund® Portfolio Long-term capital appreciationFidelity Management & Research Company

Subadvisor: FMR Co., Inc.

Fidelity® VIP Growth OpportunitiesPortfolio Capital growth

Fidelity Management & Research Company


Fidelity® VIP Growth Portfolio Capital appreciationFidelity Management & Research Company


Fidelity® VIP Investment Grade BondPortfolio

As high a level of current income asis consistent with the preservation ofcapital

Fidelity Management & Research Company

Subadvisor: Fidelity InvestmentsMoney Management,Inc.

Franklin Flex Cap Growth VIP Fund

Seeks capital appreciation. Undernormal market conditions, the fundinvests predominantly in equitysecurities of companies that theinvestment manager believes havethe potential for capital appreciation.

Franklin Advisers, Inc.

Franklin Income VIP Fund

Seeks to maximize income whilemaintaining prospects for capitalappreciation. Under normal marketconditions, the fund invests in bothequity and debt securities.

Franklin Advisers, Inc.

Franklin Mutual Shares VIP Fund

Seeks capital appreciation withincome as a secondary goal. Undernormal market conditions, the fundinvests primarily in U.S. and foreignequity securities that the investmentmanager believes are undervalued.

Franklin Mutual Advisers, LLC

Guggenheim VT Long Short EquityFund1,2 Seeks long-term capital appreciation. Guggenheim Investments

Ibbotson Aggressive Growth ETF AssetAllocation Portfolio Capital appreciation

ALPS Advisors, Inc.

Subadvisor: Ibbotson Associates,Inc.

Ibbotson Balanced ETF Asset AllocationPortfolio

Capital appreciation and somecurrent income

ALPS Advisors, Inc.


Ibbotson Growth ETF Asset AllocationPortfolio Capital appreciation

ALPS Advisors, Inc.


Ibbotson Income and Growth ETF AssetAllocation Portfolio

Current income and capitalappreciation

ALPS Advisors, Inc.


Invesco V.I. American Franchise Fund Capital growth Invesco Advisers, Inc.

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Invesco V.I. Equity and Income Fund Capital appreciation and currentincome Invesco Advisers, Inc.

Invesco V.I. Core Equity Fund1,2 Long term growth of capital Invesco Advisers, Inc.Invesco V.I. Mid Cap Core Equity

Fund1,2 Long term growth of capital Invesco Advisers, Inc.

Lazard Retirement U.S. Small-Mid CapEquity Portfolio1,2 Long term capital appreciation Lazard Asset Management LLC

Lord Abbett Series Fund BondDebenture Portfolio

High current income and theopportunity for capital appreciation toproduce a high total return

Lord, Abbett & Co. LLC

Lord Abbett Series Fund Growth andIncome Portfolio

Long-term growth of capital andincome without excessivefluctuations in market value


Lord Abbett Series Fund Mid Cap StockPortfolio

Capital appreciation throughinvestments, primarily in equitysecurities, which are believed to beundervalued in the marketplace


Neuberger Berman AdvisorsManagement Trust GuardianPortfolio

Long term growth of capital; currentincome is a secondary goal

Neuberger Berman Management LLC

Subadvisor: Neuberger Berman LLC

Neuberger Berman AdvisorsManagement Trust Mid Cap GrowthPortfolio6

The Fund seeks growth of capital.Neuberger Berman Management LLC


Oppenheimer Capital AppreciationFund/VA Capital appreciation

OFI Global Asset Management, Inc.

Subadvisor: OppenheimerFunds, Inc.

Oppenheimer Global Fund/VA Capital appreciationOFI Global Asset Management, Inc.

Subadvisor: OppenheimerFunds, Inc.

Oppenheimer Main Street Small CapFund® / VA Capital appreciation

OFI Global Asset Management, Inc.

Subadvisor: OppenheimerFunds, Inc.PIMCO VIT CommodityRealReturn®

Strategy PortfolioMaximum real return consistent withprudent investment management.

Pacific Investment Management CompanyLLC

PIMCO VIT Real Return PortfolioMaximum real return, consistent withpreservation of real capital andprudent investment management.


PIMCO VIT Total Return PortfolioMaximum total return, consistentwith preservation of capital andprudent investment management.


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Rydex VT Inverse Government LongBond Strategy Fund1,2

Seeks to provide total returns thatinversely correlate, before fees andexpenses, to the price movements ofa benchmark for U.S. Treasury debtinstruments or futures contracts on aspecified debt instrument on a dailybasis. The fund’s current benchmarkis the daily price movement of theLong Treasury Bond. The fund doesnot seek to achieve its investmentobjective over a period of timegreater than one day.

Guggenheim Investments

Rydex VT Nova Fund1,2

Seeks to provide investment resultsthat match, before fees andexpenses, the performance of aspecific benchmark on a daily basis.The fund’s current benchmark is150% of the performance of the S&P500® Index. The fund does not seekto achieve its investment objectiveover a period of time greater thanone day.

Guggenheim Investments

Sentinel Variable Products BalancedFund

Seeks a combination of growth ofcapital and current income, withrelatively low risk and relatively lowfluctuations in value

Sentinel Asset Management, Inc.

Sentinel Variable Products Bond Fund Seeks high current income whileseeking to control risk Sentinel Asset Management, Inc.

Sentinel Variable Products CommonStock Fund

Seeks a combination of growth ofcapital, current income, growth ofincome and relatively low risk ascompared with the stock market as awhole

Sentinel Asset Management, Inc.

Sentinel Variable Products Mid CapFund Seeks growth of capital Sentinel Asset Management, Inc.

Sentinel Variable Products SmallCompany Fund Seeks growth of capital Sentinel Asset Management, Inc.

Templeton Developing Markets VIPFund

Seeks long-term capital appreciation.Under normal market conditions, thefund invests at least 80% of its netassets in emerging marketsinvestments.

Templeton Asset Management Ltd.

Templeton Foreign VIP Fund

Seeks long-term capital growth.Under normal market conditions, thefund invests at least 80% of its netassets in investments of issuerslocated outside the U.S., includingthose in emerging markets.

Templeton Investment Counsel, LLC

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Templeton Growth VIP Fund

Seeks long-term capital growth.Under normal market conditions, thefund invests predominantly in equitysecurities of companies locatedanywhere in the world, includingemerging markets.

Templeton Global Advisors Limited

Virtus Capital Growth Series Long-term growth of capital.

Virtus Investment Advisers, Inc.

Subadvisor: Kayne Anderson RudnickInvestment ManagementLLC

Virtus Growth & Income Series Capital appreciation and currentincome


Subadvisor: Euclid Advisors LLC

Virtus International Series High total return consistent withreasonable risk


Subadvisor: Aberdeen AssetManagement Inc.

Virtus Multi-Sector Fixed Income Series Long-term total return


Subadvisor: New Fleet AssetManagement LLC

Virtus Real Estate Securities Series Capital appreciation and income withapproximately equal emphasis


Subadvisor: Duff & Phelps InvestmentManagement Company

Virtus Small-Cap Growth Series Long-term capital growth



Virtus Small-Cap Value Series Long-term capital appreciation.



Virtus Strategic Allocation SeriesHigh total return over an extendedperiod of time consistent withprudent investment risk


Subadvisor(s): Euclid Advisors LLC (equityportion) and New FleetAsset Management LLC(fixed income portion)

Wanger International Long-term growth of capital Columbia Wanger Asset Management, LLCWanger International Select Long-term growth of capital Columbia Wanger Asset Management, LLCWanger Select Long-term growth of capital Columbia Wanger Asset Management, LLCWanger USA Long-term growth of capital Columbia Wanger Asset Management, LLC

1 This fund was closed to new investors on May 1, 2006.

2 Contract/policy owners who had value allocated to a fund before its applicable closure date, the following restrictions apply: (1) only regularpremium payments are allowed into the fund; (2) no transfers from other funds are allowed into the fund; (3) existing allocation percentagesmay only be reduced and the fund may not be added to an allocation schedule; (4) existing DCA percentages may only be reduced and thefund may not be added to a DCA allocation schedule; and (5) existing rebalancing percentages may only be reduced and the fund may not beadded to the rebalancing allocation schedule.

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3 Name change effective May 1, 2015. Previously known as AllianceBernstein VPS Balanced Wealth Strategy Portfolio.

4 Name change effective August 11, 2014. Previously known as DWS Equity 500 Index VIP.

5 Name change effective August 11, 2014. Previously known as DWS Small Cap Index VIP.

6 Surviving fund, effective on or about November 6, 2015.The assets of the following Merging Fund, transferred to Surviving Fund, effective on or about November 6, 2015:

Neuberger Berman Advisors ManagementTrust Small Cap Growth Portfolio

Long term capital growth; the PortfolioManager also may consider a company’spotential for current income prior toselecting it for the Fund.

Neuberger Berman Management LLC


* * * *

This supplement should be retained with the prospectus, as amended, for future reference. If you have anyquestions, please contact us at 1-800-541-0171.

* This is intended as an inactive textual reference only.

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PHL Variable Insurance CompanyPhoenix MVAPhoenix Foundations® Equity Index AnnuityPhoenix Guaranteed Income Edge® – Lockwood Advisors, Inc.Phoenix Guaranteed Income Edge® – Institute for Wealth Management, LLC

SUPPLEMENT DATED OCTOBER 14, 2015TO THE

PROSPECTUSES DATED APRIL 30, 2012, as previously supplemented

General Information

Nassau Reinsurance Group Holdings L.P. (“Nassau”) and The Phoenix Companies, Inc. (NYSE:PNX) (“Phoenix”),parent company of PHL Variable Insurance Company, announced September 29, 2015 that they have entered into adefinitive agreement in which Nassau will acquire Phoenix for $37.50 per share in cash, or aggregate equitypurchase price of $217.2 million. The purchase price represents a 188% premium over Phoenix’s closing stockprice of $13.03 on Sept. 28, 2015.

After completion of the transaction, which is expected to occur by early 2016, Nassau will contribute $100 millionin new equity capital into Phoenix to further stabilize and improve Phoenix’s balance sheet as well as providinggrowth capital.

After completion of the transaction, Phoenix will be a privately held, wholly owned subsidiary of Nassau. Phoenix’scorporate headquarters will remain in Hartford, Conn., and its service center will continue to be located in EastGreenbush, N.Y.

The transaction is subject to approval by Phoenix shareholders, approvals by regulatory authorities includingConnecticut and New York insurance regulators, FINRA and Hart-Scott-Rodino, as well as other closing conditions.Phoenix and Nassau engaged in discussions with state insurance regulators regarding the proposed transaction inadvance of executing the agreement.

* * * *

This supplement should be retained with the Prospectus and Supplements for future reference: Income Edgesupplements dated September 20, 2012, November 16, 2012, March 6, 2013, as revised March 20, 2013, July 3,2013, August 20, 2013, November 21, 2013, February 11, 2014, March 13, 2014, June 11, 2014 September 16,2014, August 24, 2015, and September 25, 2015; Phoenix MVA additionally supplemented May 2, 2012; PhoenixFoundations® Equity Index Annuity supplements dated May 2, 2012, September 20, 2012, November 16, 2012, andMarch 6, 2013, as revised March 20, 2013, August 24, 2015, and September 25, 2015. If you have any questions,please contact us at 1-800-541-0171.

This supplement has not been audited by the independent auditors.

Cautionary Statement Regarding Forward-Looking Statements

The foregoing contains “forward-looking statements” within the meaning of the Private Securities Litigation ReformAct of 1995. We intend for these forward-looking statements to be covered by the safe harbor provisions of thefederal securities laws relating to forward-looking statements. These forward-looking statements include

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statements relating to, or representing management’s beliefs about, future events, transactions, strategies,operations and financial results, including, without limitation, our expectation to provide information withinanticipated timeframes and otherwise in accordance with law, the outcome of litigation and claims as well asregulatory examinations, investigations, proceedings and orders arising out of restatements of financial statementsand the failure by Phoenix and its wholly owned subsidiary, PHL Variable Insurance Company, to file SEC reportson a timely basis, potential penalties that may result from failure to timely file statutory financial statements withstate insurance regulators, and Phoenix’s ability to satisfy its requirements under, and maintain the listing of itsshares on, the NYSE. Such forward-looking statements often contain words such as “assume,” “will,” “anticipate,”“believe,” “predict,” “project,” “potential,” “contemplate,” “plan,” “forecast,” “estimate,” “expect,” “intend,” “istargeting,” “may,” “should,” “would,” “could,” “goal,” “seek,” “hope,” “aim,” “continue” and other similar words orexpressions or the negative thereof or other variations thereon. Forward-looking statements are made based uponmanagement’s current expectations and beliefs and are not guarantees of future performance. Such forward-looking statements involve numerous assumptions, risks and uncertainties that may cause actual results to differmaterially from those expressed or implied in any such statements. Our ability to maintain a timely filing schedulewith respect to our SEC filings is subject to a number of contingencies, including but not limited to, whetherexisting systems and processes can be timely updated, supplemented or replaced, and whether additional filingsmay be necessary in connection with the restatements. Our actual business, financial condition or results ofoperations may differ materially from those suggested by forward-looking statements as a result of risks anduncertainties which include, among others, those risks and uncertainties described in any of our filings with theSEC. Certain other factors which may impact our business, financial condition or results of operations or whichmay cause actual results to differ from such forward-looking statements are discussed or included in our periodicreports filed with the SEC and are available on our website at www.phoenixwm.com* under “Products/ProductProspectuses.” You are urged to carefully consider all such factors. Although it is believed that the expectationsreflected in such forward-looking statements are reasonable, no assurance can be given that such expectations willprove to have been correct and persons reading this document are therefore cautioned not to place undue relianceon these forward-looking statements which speak only as of the date of this document. Except as required by law,we do not undertake or plan to update or revise forward-looking statements to reflect actual results, changes inplans, assumptions, estimates or projections, or other circumstances occurring after the date of this document,even if such results, changes or circumstances make it clear that any forward-looking information will not berealized. If we make any future public statements or disclosures which modify or impact any of the forward-lookingstatements contained in or accompanying this document, such statements or disclosures will be deemed to modifyor supersede such statements in this document.


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PHL Variable Insurance CompanyPhoenix MVAPhoenix Foundations® Equity Index AnnuityPhoenix Guaranteed Income Edge® – Lockwood Advisors, Inc.Phoenix Guaranteed Income Edge® – Institute for Wealth Management, LLC

SUPPLEMENT DATED SEPTEMBER 25, 2015TO THE

PROSPECTUSES DATED APRIL 30, 2012, as previously supplemented

General Information

PHL Variable Insurance Company (“PHL Variable”) is no longer offering the insurance products that caused it tobecome subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You arereceiving this supplement because you hold one of those previouslyissued insurance products.

On September 25, 2015, PHL Variable announced that, effective on such date, it will cease filing periodic and otherreports with the Securities and Exchange Commission (the “SEC”) pursuant to Section 15(d) of the Exchange Act,in reliance on the exemption provided in Rule 12h-7 of the Exchange Act (“Rule 12h-7”) for issuers of securitiesthat are subject to insurance regulation. As a result of its compliance with Rule 12h-7, PHL Variable does not intendto file with the SEC its Quarterly Report on Form 10-Q for the period ended September 30, 2015, and its QuarterlyReport on Form 10-Q for the period ended June 30, 2015 will be its final Exchange Act periodic report filed with theSEC.

❖ The following prospectus section is added immediately prior to the section entitled “Incorporation of CertainDocuments by Reference”:

Reliance on Rule 12h-7 under the Securities Exchange Act of 1934PHL Variable is relying on the exemption provided by Rule 12h-7 under the Exchange Act from the requirement tofile periodic and other reports pursuant to Section 15(d) of the Exchange Act.

* * * *

This supplement should be retained with the Prospectus and Supplements for future reference: Income Edgesupplements dated September 20, 2012, November 16, 2012, March 6, 2013, as revised March 20, 2013, July 3,2013, August 20, 2013, November 21, 2013, February 11, 2014, March 13, 2014, June 11, 2014 September 16,2014, and August 24, 2015; Phoenix MVA additionally supplemented May 2, 2012; Phoenix Foundations® EquityIndex Annuity supplements dated May 2, 2012, September 20, 2012, November 16, 2012, and March 6, 2013, asrevised March 20, 2013, and August 24, 2015. If you have any questions, please contact us at 1-800-541-0171.

Cautionary Statement Regarding Forward-Looking Statements

The foregoing contains “forward-looking statements” within the meaning of the Private Securities Litigation ReformAct of 1995. We intend for these forward-looking statements to be covered by the safe harbor provisions of thefederal securities laws relating to forward-looking statements. These forward-looking statements includestatements relating to, or representing management’s beliefs about, future events, transactions, strategies, andoperations, including, without limitation, our expectation to comply with the amended administrative order enteredby the SEC with respect to PHL Variable and its parent, The Phoenix Companies, Inc. (“Phoenix”), and otherwiseact in accordance with law, the outcome of litigation and claims as well as regulatory examinations, investigations,

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proceedings and orders arising out of the financial statement restatements of Phoenix and PHL Variable and thefailure by Phoenix and PHL Variable to file SEC reports on a timely basis, and potential penalties that may resultfrom failure to timely file statutory financial statements, or make such other filings, with state insurance regulators.Such forward-looking statements often contain words such as “will,” “anticipate,” “believe,” “plan,” “estimate,”“expect,” “intend,” “is targeting,” “may,” “should” and other similar words or expressions. Forward-lookingstatements are made based upon management’s current expectations and beliefs and are not guarantees of futureperformance. Our actual business, financial condition or results of operations may differ materially from thosesuggested by forward-looking statements as a result of risks and uncertainties which include, among others, thoserisks and uncertainties described in any of our other filings with the SEC. Certain other factors which may impactour business, financial condition or results of operations or which may cause actual results to differ from suchforward-looking statements are discussed or included in our reports filed with the SEC and are available on ourwebsite at www.phoenixwm.com* under “Products/Product Prospectuses.” You are urged to carefully consider allsuch factors. We do not undertake or plan to update or revise forward-looking statements to reflect actual results,changes in plans, assumptions, estimates or projections, or other circumstances occurring after the date of thisdocument, even if such results, changes or circumstances make it clear that any forward-looking information willnot be realized. If we make any future public statements or disclosures which modify or impact any of the forward-looking statements contained in or accompanying this document, such statements or disclosures will be deemed tomodify or supersede such statements in this document.


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PHL VARIABLE INSURANCE COMPANY

Phoenix MVAPhoenix Foundations® Equity Index AnnuityPhoenix Guaranteed Income Edge® – Lockwood Advisors, Inc.Phoenix Guaranteed Income Edge® – Investors Capital Advisory ServicesPhoenix Guaranteed Income Edge® – Portfolio Design AdvisorsPhoenix Guaranteed Income Edge® – Institute for Wealth Management, LLCPhoenix Guaranteed Income Edge® – J. P. Turner & Company Capital Management, LLC

PHL Variable Accumulation Account PHLVIC Variable Universal Life AccountThe Big Edge Choice® Phoenix Benefit Choice VUL®

Phoenix Spectrum Edge® Phoenix Joint Edge® VUL*Phoenix Spectrum Edge®+Phoenix Dimensions ®

SUPPLEMENT DATED MARCH 6, 2013, AS REVISED MARCH 20, 2013,TO THE

PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATIONDATED APRIL 30, 2012, SUPPLEMENTED SEPTEMBER 20, 2012 AND NOVEMBER 16, 2012*

Our Financial Statements

As previously disclosed to you by prospectus supplement, we have determined that our audited financial statements for the years endedDecember 31, 2011, 2010, and 2009 prepared in accordance with accounting standards generally accepted in the United States, or“GAAP,” (the “Previously Issued Financial Statements”), should be restated to correct certain errors. Management evaluated theseerrors, determined that they had a material impact on the Previously Issued Financial Statements, and indicated that the PreviouslyIssued Financial Statements should no longer be relied upon. The restated GAAP financial statements, which will correct the errors in thePreviously Issued Financial Statements, are not completed at this time. We will provide an update on the restatement of the GAAPfinancial statements on or before April 30, 2013.

We prepare our financial statements both in accordance with GAAP, and with statutory accounting principles, as prescribed or permittedby our state insurance regulators. As described more fully below, we make our unaudited financial statements prepared in accordancewith statutory accounting principles available on our public website. We are providing this supplement to you to:

• list some of the major differences between GAAP accounting and statutory accounting practices

• explain how you can access our statutory financial statements either via the internet or by contacting us

• reaffirm that you may continue to exercise your contract rights while we complete the preparation of the corrected GAAPfinancial statements.

The discussion of our financial results contained in this supplement has been prepared by management and represents management’scurrent assessment of the results, which have not been audited or reviewed by our independent registered public accounting firm.

Statutory Financial Statements

The errors in our Previously Issued Financial Statements are not expected to have a material impact on our statutory financial results forany of the periods noted. As described above, we prepare financial statements on the basis of statutory accounting principles, which arepredominately promulgated by the National Association of Insurance Commissioners, for use by state insurance regulators who areresponsible for regulating insurance company solvency and other matters. Statutory accounting practices are principally designed toallow state insurance regulators and contractowners to determine if an insurance company can pay its claims at present, while GAAPfinancial statements are among other things, used by investors to determine if the business of the insurance company is profitable andto assess its financial condition.

Statutory accounting practices differ from GAAP accounting practices. The following statutory accounting practices constitute majordifferences from GAAP practices:

• The costs related to acquiring business, principally commissions and certain policy issue expenses are charged to incomein the year incurred.

• Statutory concepts such as non-admitted assets, asset valuation reserve and interest maintenance reserve arerecognized.

* Phoenix Joint Edge® VUL last effective prospectus and Statement of Additional Information dated April 29, 2011 and previously additionally supplemented.

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• Bonds are primarily carried at amortized cost.

• For individual non-participating term life policies, premiums are recognized at the anniversary date.

• For universal life and annuity contracts, premiums or deposits are recognized as revenue when paid, and withdrawals arerecognized as surrender benefits.

• Statutory reserve assumptions are generally more conservative.

• Assets and liabilities are reported net of reinsurance balances.

• The statutory provision for federal income taxes represents estimated amounts currently payable based on taxableincome or loss reported in the current accounting period. Deferred income taxes are provided in accordance withStatement of Statutory Accounting Principle (“SSAP”) No. 101, Income Taxes, a Replacement of SSAP No. 10R and SSAPNo. 10 (“SSAP No. 101”) and changes in deferred income taxes are recorded through surplus. The realization of anyresulting deferred tax asset is limited based on certain criteria in accordance with SSAP No. 101.

The Company’s unaudited statutory financial statements are not prepared for use by investors and contractowners to make investmentdecisions. The Company is highlighting the availability of the unaudited statutory financial statements to you since current GAAP financialinformation is not yet available. The Company’s statutory financial statements are not a replacement for GAAP financial information.Variances between the Company’s statutory financial information and GAAP financial information are likely to be material.

The Company’s unaudited statutory financial statements for the year ended December 31, 2012, as well as for the years endedDecember 31, 2011, 2010 and 2009 are available on our public website, www.phoenixwm.com at http://phx.corporate-ir.net/phoenix.zhtml?c=97632&p=irol-statstatement. You may also request copies free of charge by contacting us at 1-800-541-0171.

What This Means To You

We know it is important for you to understand how the restatement may affect you. Management of the Company believes that the errorswhich are being corrected in the restatement are not expected to have any material effect on our ability to perform our obligations to youunder your contract and you may continue to make transactions according to the terms and conditions of your contract.

We encourage you to contact us at 1-800-541-0171 if you have any questions about making transactions under your contract.

Where to Get More Information

We file certain information with the SEC. This information is available free of charge by contacting us at: Investor Relations, OneAmerican Row, P.O. Box 5056, Hartford, CT 06102-5056 or by telephone at 860-403-7100. The SEC maintains a website atwww.sec.gov where such information is available without charge upon written or oral request.

This supplement should be retained with your prospectus for future reference. If you have any questions, please contact us at1-800-541-0171.

The foregoing contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Weintend these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating to forward-looking statements. These forward-looking statements include statements relating to, or representing management’s beliefs about, ourfuture transactions, strategies, operations and financial results, including, without limitation, our expectation to provide informationwithin anticipated timeframes. Such forward-looking statements often contain words such as “will,” “anticipate,” “believe,” “plan,”“estimate,” “expect,” “intend,” “is targeting,” “may,” “should” and other similar words or expressions. Forward-looking statements aremade based upon management’s current expectations and beliefs and are not guarantees of future performance. Our actual business,financial condition or results of operations may differ materially from those suggested by forward-looking statements as a result of risksand uncertainties which include, among others, those risks and uncertainties described in any of our other filings with the SEC. Certainother factors which may impact our business, financial condition or results of operations or which may cause actual results to differfrom such forward-looking statements are discussed or included in our periodic reports filed with the SEC and are available on ourwebsite at www.phoenixwm.com under “Investor Relations”. You are urged to carefully consider all such factors. We do not undertakeor plan to update or revise forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections,or other circumstances occurring after the date of this discussion, even if such results, changes or circumstances make it clear that anyforward-looking information will not be realized. If we make any future public statements or disclosures which modify or impact any ofthe forward-looking statements contained in or accompanying this discussion, such statements or disclosures will be deemed to modifyor supersede such statements in this discussion.

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PHL VARIABLE INSURANCE COMPANYPhoenix MVAPhoenix Foundations® Equity Index AnnuityPhoenix Guaranteed Income Edge® – Lockwood Advisors, Inc.Phoenix Guaranteed Income Edge® – Investors Capital Advisory ServicesPhoenix Guaranteed Income Edge® – Portfolio Design AdvisorsPhoenix Guaranteed Income Edge® – Institute for Wealth Management, LLCPhoenix Guaranteed Income Edge® – J. P. Turner & Company Capital Management, LLC


Phoenix Spectrum Edge®

Phoenix Spectrum Edge®+Phoenix Dimensions ®

SUPPLEMENT DATED NOVEMBER 16, 2012TO THE

PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATIONDATED APRIL 30, 2012 AND SUPPLEMENTED SEPTEMBER 20, 2012

This supplement updates certain events affecting our financial statements, as previously disclosed to you by prospectus supplementdated September 20, 2012.

Continuing Restatement of Financial Statements

As we previously disclosed to you, we have determined that our audited financial statements for the years ended December 31, 2011,2010, and 2009 and our unaudited financial statements for the quarterly periods ended June 30, 2012, March 31, 2012, September 30,2011, June 30, 2011, and March 31, 2011, prepared on the basis of generally accepted accounting principles (“GAAP”), should berestated to correct certain errors related to the accounting for an intercompany reinsurance treaty between us and our indirect parent,Phoenix Life Insurance Company. Accordingly, these financial statements and related financial information, which are included in filingswe make with the Securities and Exchange Commission (the “SEC”), should no longer be relied upon.

During the process of restating these financial statements, certain errors were also identified in our consolidated statement of cash flowsfor the nine months ended September 30, 2012, as well as for previously reported periods. These errors consisted of (i) the incorrectclassification of deposits and withdrawals of universal life and variable universal life products issued by us that were reported as cashflows used in continuing operations and (ii) the incorrect reporting of certain fees and interest charges as cash flows provided byfinancing activities. Management does not expect the correction of these errors to have a material impact on the total beginning andending balances, as well as the total change in cash and cash equivalents reported on the consolidated statement of cash flowspreviously reported for the periods. We will correct these errors in the restatement. As part of the restatement, we will adjust thefinancial statements for errors identified and corrected during prior periods, recording the adjustments in the appropriate historicalperiod. Additional errors identified, which may affect each of the years ended December 31, 2011, 2010 and 2009 and the quarterlyperiods ended June 30, 2012, March 31, 2012, and September 30, June 30 and March 31 of 2011 and 2010, will be assessed formateriality and corrected in connection with the restatement. We expect to file with the SEC restated financial statements to correct theseerrors before the end of March, 2013. Until we have made these filings with the SEC restating our financial results, we will continue tocease new sales of our insurance and annuity contracts registered with the SEC.

The discussion of our revised financial results contained in this supplement and in the prior supplement provided to you has beenprepared by management and represents management’s current assessment of the revised results, which have not been audited orreviewed by our independent registered public accounting firm.


We know it is important for you to understand how these events may affect you. These errors are not expected to have any materialeffect on our ability to perform our obligations to you under your contract.

The errors described above are not expected to have any material effect on our ability to perform our obligations to you under yourcontract, nor are they expected to have a material impact on our statutory financial results for any of the periods noted. Theseerrors also are not expected to have a material impact on the calculation of our risk-based capital, which is based on a formuladeveloped by the National Association of Insurance Commissioners (“NAIC”) to measure the minimum amount of capital that aninsurance company needs to support its overall business operations.

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Any guarantees we provide under your contract, such as those associated with interest crediting, death benefit options, lifetimewithdrawal benefits, and any guarantees provided by rider, are paid from our general account. Any amounts that we are obligated to payunder your contract from our general account are subject to our financial strength and claims-paying ability.

If you own a variable annuity contract or variable life insurance policy, amounts you allocate to the variable investment options availablethrough your contract are held in a separate account established for the benefit of contract owners. The separate account is not part ofour general account, and the financial statements of the separate account are not affected by the errors described in this supplement.

Ongoing Contract Transactions

If you currently own an insurance or annuity contract issued by us, you may continue to make transactions according to the terms ofyour contract and prospectus, including:

• making additional premium payments into your contract (if otherwise permitted);

• transferring or reallocating your contract value among investment options;

• taking policy loans (if offered);

• transferring contract values to the market value adjusted account and renewing expiring guarantee periods (if applicable);and

• any other transactions offered under your contract.



We file annual, quarterly and current reports, proxy statements, and other information about us with the SEC. This information isavailable free of charge by contacting PHL Variable at: Investor Relations, One American Row, P.O. Box 5056, Hartford, CT 06102-5056or by telephone at 860-403-7100. The SEC maintains a website at www.sec.gov where such information is available without charge uponwritten or oral request.

***


This supplement may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.We intend these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating toforward-looking statements. These forward-looking statements include statements relating to trends in, or representing management’sbeliefs about, future developments affecting us and our future transactions, strategies, operations and financial results, and often containwords such as “will,” “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “is targeting,” “may,” “should” and other similarwords or expressions. Forward-looking statements are made based upon management’s current expectations and beliefs concerningtrends and future developments and their potential effects on us. They are not guarantees of future developments or performance. Actualdevelopments and our actual business, financial condition or results of operations may differ materially from those suggested byforward-looking statements as a result of risks and uncertainties which include, among others, those risks and uncertainties described inany of our other filings with the SEC and the risk that we may be unable to file our restated financial results in the anticipated time frame.Certain other factors which may impact developments, our business, financial condition or results of operations or which may causeactual developments or results to differ from such forward-looking statements are discussed or included in our periodic reports filedwith the SEC. You are urged to carefully consider all such factors. We do not undertake or plan to update or revise forward-lookingstatements to reflect actual developments, results, changes in plans, assumptions, estimates or projections, or other circumstancesoccurring after the date of this supplement, even if such results, changes or circumstances make it clear that any forward-lookinginformation will not be realized. If we make any future public statements or disclosures which modify or impact any of the forward-looking statements contained in or accompanying this supplement, such statements or disclosures will be deemed to modify orsupersede such statements in this supplement to the extent incorporated by reference herein.

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PHL VARIABLE INSURANCE COMPANYPhoenix MVAPhoenix Foundations® Equity Index AnnuityPhoenix Guaranteed Income Edge® - Lockwood Advisors, Inc.Phoenix Guaranteed Income Edge® - Investors Capital Advisory ServicesPhoenix Guaranteed Income Edge® - Portfolio Design AdvisorsPhoenix Guaranteed Income Edge® - Institute for Wealth Management, LLCPhoenix Guaranteed Income Edge® - J. P. Turner & Company Capital Management, LLC


Phoenix Spectrum Edge®

Phoenix Spectrum Edge®+Phoenix Dimensions ®

SUPPLEMENT DATED SEPTEMBER 20, 2012TO THE

PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATIONDATED APRIL 30, 2012

This supplement describes certain events affecting our financial statements.

Restatement of Financial Statements

We have determined that our audited financial statements for the years ended December 31, 2011, 2010, and 2009 and our unauditedfinancial statements for the quarterly periods ended June 30, 2012, March 31, 2012, September 30, 2011, June 30, 2011, and March 31,2011, prepared on the basis of generally accepted accounting principles (“GAAP”), should be restated to correct certain errors. Thediscussion of our revised financial results contained in this supplement has been prepared by management and representsmanagement’s current assessment of the revised results, which have not been audited or reviewed by our independent registered publicaccounting firm.

These errors were identified primarily in the GAAP accounting for an intercompany reinsurance treaty between us and our indirectparent, Phoenix Life Insurance Company (“PLIC”), entered into in 2008 with respect to certain universal life insurance policies issued in2008, and relate to ceded premiums and certain periodic adjustments to receivables, deferred acquisition costs, and liability forpolicyholder benefits in our GAAP financial statements beginning with the year ended December 31, 2008. As a result of these errors, webelieve that our net loss was understated and stockholder’s equity was overstated at December 31, 2011, 2010, 2009, and 2008. Webelieve that the overall impact of the adjustments will not exceed approximately 15% of GAAP stockholder’s equity as of June 30, 2012.Our stockholder’s equity was $626.7 million at June 30, 2012. Accordingly, these financial statements and related financial

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information, which are included in filings we make with the Securities and Exchange Commission (the “SEC”), should no longer be reliedupon.

We will file restated financial statements to correct these errors as soon as practicable. Until we have made these filings with the SECrestating our financial results, we have decided to cease new sales of our insurance and annuity contracts registered with the SEC.


We know it is important for you to understand how these events may affect you. These errors are not expected to have any materialeffect on our ability to perform our obligations to you under your contract.

We prepare our financial statements both on the basis of statutory accounting principles, as required by our state insurance regulators,as well as according to GAAP. The errors described above are not expected to have a material impact on our statutory financial resultsfor any of the periods noted. These errors are also not expected to have a material impact on the calculation of our risk-based capital,which is based on a formula developed by the National Association of Insurance Commissioners (“NAIC”) to measure the minimumamount of capital that an insurance company needs to support its overall business operations. Further, these errors had no impact onthe consolidated financial statements of PLIC or of our ultimate parent, The Phoenix Companies, Inc.

Any guarantees we provide under your contract, such as those associated with interest crediting, death benefit options, lifetimewithdrawal benefits, and any guarantees provided by rider, are paid from our general account. Any amounts that we are obligated to payunder your contract from our general account are subject to our financial strength and claims-paying ability.

If you own a variable annuity contract or variable life insurance policy, amounts you allocate to the variable investment options availablethrough your contract are held in a separate account established for the benefit of contract owners. The separate account is not part ofour general account, and the financial statements of the separate account are not affected by the errors described in this supplement.

Ongoing Contract Transactions

If you currently own an insurance or annuity contract issued by us, you may continue to make transactions according to the terms ofyour contract and prospectus, including:

• making additional premium payments into your contract (if otherwise permitted);• transferring or reallocating your contract value among investment options;• taking policy loans (if offered);• transferring contract values to the market value adjusted account and renewing expiring guarantee periods (if applicable); and• any other transactions offered under your contract.


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We file annual, quarterly and current reports, proxy statements, and other information about us with the SEC. This information isavailable free of charge by contacting PHL Variable at: Investor Relations, One American Row, P.O. Box 5056, Hartford, CT 06102-5056or by telephone at 860-403-7100. The SEC maintains a website at www.sec.gov where such information is available without charge uponwritten or oral request.

***


This supplement may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.We intend these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating toforward-looking statements. These forward-looking statements include statements relating to trends in, or representing management’sbeliefs about, future developments affecting us and our future transactions, strategies, operations and financial results, and often containwords such as “will,” “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “is targeting,” “may,” “should” and other similarwords or expressions. Forward-looking statements are made based upon management’s current expectations and beliefs concerningtrends and future developments and their potential effects on us. They are not guarantees of future developments or performance. Actualdevelopments and our actual business, financial condition or results of operations may differ materially from those suggested byforward-looking statements as a result of risks and uncertainties which include, among others, those risks and uncertainties described inany of our other filings with the SEC. Certain other factors which may impact developments, our business, financial condition or resultsof operations or which may cause actual developments or results to differ from such forward-looking statements are discussed orincluded in our periodic reports filed with the SEC. You are urged to carefully consider all such factors. We do not undertake or plan toupdate or revise forward-looking statements to reflect actual developments, results, changes in plans, assumptions, estimates orprojections, or other circumstances occurring after the date of this supplement, even if such results, changes or circumstances make itclear that any forward-looking information will not be realized. If we make any future public statements or disclosures which modify orimpact any of the forward-looking statements contained in or accompanying this supplement, such statements or disclosures will bedeemed to modify or supersede such statements in this supplement to the extent incorporated by reference herein.

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PHOENIX FOUNDATIONS®Equity Index Annuity

PHL VARIABLEINSURANCE COMPANY April 30, 2012 PROSPECTUS

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Our Privacy CommitmentAt Phoenix protecting the privacy and safety of your personal information is very important to us. We want you to know what information wecollect, how we protect it, and how we may use it. This Privacy Notice includes examples of the types of personal information the PhoenixCompanies may collect and with whom we may share. These examples should not be viewed as a complete list of our information collectionor sharing practices.

Information We May CollectWe collect personal information to offer you products and services. We also use it to decide if you qualify for our products and services. Wealso collect information to service your account. The type of information we collect depends on the products or services you ask for and mayinclude:

• Information we receive from you on applications and related forms (such as name, address, social security number, assets andincome);

• Information about your transactions and relationships with us and our family of companies (such as products or services purchased,account balances and payment history);

• Information we receive from consumer reporting agencies (such as credit relationships and history); and• Information we receive from third parties in order to issue and service your policies (such as motor vehicle reports and medical

information).

Information We May Disclose And To Whom We May Disclose InformationWe may share some or all of your personal information with persons, or companies that offer services to us such as:

• Your agent or broker;• Banks;• Reinsurance companies;• Firms that assist us in the servicing of your policies; and• Firms that assist in the printing or delivering of statements and notices.

We may share some or all of your personal financial information with service providers that perform marketing for us. We may share someor all of this information with financial companies with which we have joint marketing agreements. We will do this unless you live in a statethat requires us either to provide you with an opportunity to opt out of the sharing or to obtain your consent before doing so.We may disclose some or all of the personal information about current or former customers, but only as allowed by law, to entities such as:

• Law enforcement agencies;• State or federal regulators; or• Auditors.

We may share some or all of your financial information with affiliates in our family of companies that market our products or services on ourbehalf. You cannot prevent these disclosures. We do not sell any of your personal information to any third party. We will not share personalhealth information without your permission, except as allowed or required by law.

Procedures to Protect the Privacy and Safety of Your Personal InformationWe have procedures and technology to protect your personal information. The only employees who have access to that information are thosewho must have it to offer products or services to you. We train our employees on the importance of protecting the privacy and safety of yourinformation.We will update our policy and procedures to make sure that your privacy is maintained. If we make any material changes in our privacy policy,we will give current customers a revised notice.This statement is provided on behalf of Phoenix Life Insurance and its affiliates.

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PHOENIX FOUNDATIONS® EQUITY INDEX ANNUITYIssued by:

PHL Variable Insurance Company (“PHL Variable”)(a wholly owned subsidiary of Phoenix Life Insurance Company)

PROSPECTUS April 30, 2012PHL Variable is offering the Phoenix Foundations® Equity Index Annuity, a group and individual single premium deferred equity indexedannuity contract (“contract”). The contract is an “annuity contract” because it will provide a stream of periodic income paymentscommonly known as an “annuity.” It is a “deferred” annuity contract because annuity payments are deferred during the first phase of thecontract, called the “accumulation period,” during which you may invest in the investment options available under the contract. The“annuity period” of the contract begins when your annuity payments start. It is an “equity indexed” contract because you may invest inavailable “indexed accounts” that earn index credits linked to the performance of an index based on specified equity-based indexes.(Currently, the S&P 500 Index is the index to which the Indexed Accounts are linked. There is also a Fixed Account currently availableunder the contract that guarantees a fixed minimum rate of interest on your investment.) This Prospectus provides important informationthat a prospective investor should know before investing. Please retain this Prospectus for future reference.

Contracts are available through 1851 Securities, Inc. (“1851 Securities”), the principal underwriter for the contracts.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

1851 Securities is not required to sell any specific number or dollar amount of securities but will use its best efforts to sell the securitiesoffered.

Your investment in the contract is subject to possible loss of principal and earnings, since a surrender charge and market valueadjustment may apply to withdrawals or upon surrender of the contract. PHL Variable does not guarantee that the contract will have thesame or similar indexed accounts or the Fixed Account for the period you own the contract. We may add and delete indexed accountswhich may result in your investment in the contract earning no return even if the index associated with the indexed account increases invalue. We guarantee that the contract will have at least one indexed account. You should carefully consider whether or not this contract isan appropriate investment for you as compared to other investments that may offer comparable returns with a guarantee of principal andearnings and/or without the imposition of a surrender charge or a market value adjustment. Please see the “Risk Factors” section onpage 5.

Purchasing an annuity within a qualified plan or Individual Retirement Account (“IRA”) does not provide any additional tax benefit.Annuities should not be sold in qualified plans or IRAs because of the tax-deferral feature alone, but rather when other benefits, such aslifetime income payments and death benefit protection support the recommendation.

It may not be in your best interest to purchase a contract to replace an existing annuity contract or life insurance policy. You mustunderstand the basic features of the proposed contract and your existing coverage before you decide to replace your present coverage.You must also know if the replacement will result in any tax liability. The contract may not be available in all states. An investment in thisannuity contract is not

• a bank deposit or obligation; or

• guaranteed by any bank or by the Federal Insurance Deposit Corporation or any other government agency.

If you have any questions, please contact:

PHL Variable Insurance CompanyPO Box 8027Boston, MA 02266-8027Tel. 800/541-0171

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TABLE OF CONTENTSHeading Page

Glossary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Incorporation of Certain Documents by Reference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Where You Can Find More Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4S&P 500® Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Contract Snapshot . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Features . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

The Accumulation Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Contract Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Premium. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Fixed Account and Indexed Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Premium Allocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7Reallocation of Contract Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Contract Features . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7Before Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7After Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Fixed Account and Interest Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Indexed Accounts and Index Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Indexed Account A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Indexed Account B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Indexed Account C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Nursing Home Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Terminal Illness Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Withdrawals and Surrenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Market Value Adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Surrender Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12State and Local Tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

The Annuity Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Annuity Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Fixed Annuity Payment Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Miscellaneous Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Amendments to Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Free Look Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Community and Marital Property States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Misstatements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Ownership of the Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Payment Deferral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Federal Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Income Tax Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Taxation of Annuities in General—Nonqualified Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17Additional Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18Diversification Standards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19Owner Control (Investor Control) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19Taxation of Annuities in General—Qualified Plans and IRAs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20Withholding and Information Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

Description of PHL Variable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24Overview. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24The Separate Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

Distributor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26Annual Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26APPENDIX A – Deductions for Taxes – Qualified and Non-qualified Annuity Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

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GlossaryThe following is a list of terms and their meanings when used throughout this Prospectus. We have bolded and italicized the first

occurrence for each term used after this glossary.Account: Indexed or fixed account.Account Value: The value available in each account for annuitization or surrender before the application of any surrender charge ormarket value adjustment.Annuitant(s)/Joint Annuitant: The person(s) on whose life the annuity benefit depends. There may be one or more annuitants. One isthe primary annuitant and the other is considered the joint annuitant.Beneficiary: The person who receives the death benefits. If there is no surviving beneficiary, the owner will be the beneficiary. If theowner is not living, the estate of the owner will be the beneficiary.Contract Anniversary: The same month and date as the contract date in the years following the contract date. If the date does not existin a month, the last day of the month will be used.Contract Date: The date on which the contract is issued.Contract Value: Sum of the account value of each of the accounts.Contract Year: The 12-month period beginning on the contract date and each 12-month period thereafter.Fixed Account: Interest is credited daily on the account value allocated to this account at rates that are declared annually.Free Withdrawal Amount: You may withdraw up to 10% of the contract value in a contract year without a market value adjustment orsurrender charge.Index: The measure used to determine the index credit for an indexed account.Index Value: The published value of the index, excluding any dividends paid by the companies that comprise the index.Indexed Account: Each indexed account earns an index credit linked to the performance of an index.Market Value Adjustment: A calculated amount that is applied to amounts withdrawn or surrendered before the end of the surrendercharge period. It may be positive or negative.Maturity Date: The date on which annuity payments begin.Owner (owner, owners, you, your): Usually the person, persons or entity to whom we issue the contract.PHL Variable (our, us, we, company): PHL Variable Insurance Company.PNX: The Phoenix Companies, Inc. PHL Variable is a wholly owned subsidiary of Phoenix Life Insurance Company which is whollyowned by PNX.Separate Account: PHL Variable Separate Account MVA1.Spouse: Federal law defines “spouse” under the Defense of Marriage Act (DOMA), as a man or a woman legally joined. Neitherindividuals married under State or foreign laws that permit a marriage between two men or two women nor individuals participating in acivil union or other like status are spouses for any federal purposes, including provisions of the Internal Revenue Code relevant to thisContract. This definition may be modified to the extent that there is a change in Federal law to the definition of spouse. In addition,certain state laws have different definitions which apply to provisions of the contract which are not impacted by Federal law.Surrender Value: The contract value adjusted by any market value adjustment and less any applicable surrender and tax charges.Required Minimum Distribution (RMD): The annual distribution that must be taken from an IRA/qualified plan during the life of theOwner. The Required Minimum Distribution will be computed based on Internal Revenue Code requirements (including Internal RevenueService guidance) and incorporates the actuarial value of all benefits under the contract. There is no lifetime RMD from a Roth IRA.Written Request (in writing, written notice): Is a request signed by you and received in a form satisfactory to us.

Incorporation of Certain Documents by ReferenceThe SEC allows us to “incorporate by reference” information that we file with the SEC into this prospectus, which means that

incorporated documents are considered part of this prospectus. We can disclose important information to you by referring you to thosedocuments. The information incorporated by reference is considered a part of this prospectus, and information that we file later with theSEC will automatically update and supersede this information. We incorporate by reference our Annual Report on Form 10-K for the yearended December 31, 2011 (File Number 333-20277) and any future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d)of the Exchange Act, after the date of this prospectus but before the end of any offering made under this prospectus (excluding currentreports or portions thereof which are furnished to but are not filed with the SEC under Items 2.02, 7.01 or 8.01 of Form 8-K, unless suchcurrent reports or portions thereof specifically reference their contents as being filed).

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Upon request, we will provide to each person, including any beneficial owner to whom a prospectus is delivered, a copy of any or allof the information that has been incorporated by reference into this prospectus but not delivered with this prospectus. You may request acopy of any documents incorporated by reference in this prospectus and any accompanying prospectus supplement (including anyexhibits that are specifically incorporated by reference in them), at no cost, by writing to PHL Variable at: Investor Relations, OneAmerican Row, P.O. Box 5056, Hartford, CT 06102-5056, or telephoning PHL Variable at 860-403-7100. You may also access theincorporated documents at the following web pages: https://www.phoenixwm.phl.com/public/products/regulatory/index.jsp and the“Investor Relations” page of PNX’s website at www.phoenixwm.com.

Where You Can Find More InformationWe have electronically filed a registration statement on Form S-3 with the SEC with respect to the Phoenix Foundations. This

prospectus is a part of such registration statement, Also, PHL Variable electronically files its Annual Report on Form 10-K, as well as itsQuarterly Reports on Form 10-Q, with the SEC. PNX electronically files its proxy statement and Current Reports on Form 8-K with theSEC. The SEC maintains a website that contains reports, information statements, and other information regarding issuers that fileelectronically with the SEC; the address of the website is http://www.sec.gov. The public may also read and copy any material we file withthe SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operationof the Public Reference Room by calling the SEC at 1-800-SEC-0330.

S&P 500® IndexThe contract is not sponsored, endorsed, sold or promoted by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.

(“S&P”). S&P makes no representation or warranty, express or implied, to the owners of the contract or any member of the publicregarding the advisability of investing in securities generally or in the contract particularly or the ability of the S&P 500® Index to trackgeneral stock market performance. S&P’s only relationship to the company is the licensing of certain trademarks and trade names ofS&P and of the S&P 500® Index which is determined, composed and calculated by S&P without regard to the company or the contract.S&P has no obligation to take the needs of the company or the owners of the contract into consideration in determining, composing orcalculating the S&P 500® Index. S&P is not responsible for and has not participated in the determination of the prices and amount of thecontract or the timing of the issuance or sale of the contract or in the determination or calculation of the equation by which the contractis to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the contract.S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500® INDEX OR ANY DATA INCLUDEDTHEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NOWARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY, OWNERS OF THE CONTRACT, OR ANYOTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500® INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESSOR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULARPURPOSE OR USE WITH RESPECT TO THE S&P 500® INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THEFOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIALDAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

Contract SnapshotThe following is a snapshot of the contract. Please read the rest of this Prospectus for more information.

This prospectus contains information about the material rights and features of the contract that you should understand beforeinvesting. In certain states, this contract may be issued through a group trust, in which case you will receive a certificate in lieu of acontract. The use of the term “contract” in this Prospectus refers to either the contract or certificate that you will be issued.

FEATURES❖ Single premium payment.

❖ Minimum premium payment of $25,000 for non-qualified, qualified plans, and IRA contracts.

❖ Maximum premium payment of $1,000,000 without our approval.

❖ One fixed account and three indexed accounts are available for investing. The fixed account is not available in Alabama, Florida andNevada.

❖ Free Withdrawal Amount – during the surrender charge period, 10% of contract value each year free of any surrender charge andmarket value adjustments. Withdrawals in the amount of the “Required Minimum Distribution” (“RMD”), as defined in the InternalRevenue Code may also be made without a surrender charge.

❖ Market Value Adjustment – applied to any withdrawal, including those taken to meet RMDs or full surrender before the end of thesurrender charge period, excluding the free withdrawal amount. (See “Federal Income Taxes,” below.)

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❖ Surrender Charges – applied when you surrender your contract or request a withdrawal before the end of the surrender charge periodspecified in your surrender charge schedule, excluding the free withdrawal amount. You have the option of a 7-year or 5-yearsurrender charge schedule, and each has a different schedule of fees that will be levied upon surrender. If you elect the 5-yearsurrender charge schedule, you may receive a lower interest rate or index credit than under the 7-year surrender charge schedule.

❖ State and Local Taxes – taken from the contract value upon premium payments, withdrawals, surrenders or commencement ofannuity payments. Please see the “State and Local Tax” section of this prospectus for more information.

❖ Death Benefit – payable upon owner’s death. The Death Benefit equals the contract value at the time of death. Market valueadjustments and surrender charges are waived. The portion of the death benefit that exceeds the premium payable is subject toFederal income tax. See “Federal Income Tax Consideration” for more information.

❖ You have the right to review and return the contract. If for any reason you are not satisfied, you may return it within ten (10) days (orlater, if applicable state law requires) after you receive it and cancel the contract. Please see the “Free Look Period” section of thisprospectus for more information.

RISK FACTORS❖ Investment Risk – Principal and interest when credited are guaranteed by the company unless you make a withdrawal from or

surrender the contract, which may be subject to a surrender charge and MVA. As the indexed accounts do not offer any minimumguaranteed index credit, you are assuming the risk that an investment in the indexed accounts could potentially offer no return. Inaddition, amounts withdrawn from an indexed account prior to the end of a contract year will not receive the index credit for that year.

❖ Loss of Principal Risk – Withdrawals and surrenders from the contract in excess of the free withdrawal amount, prior to the end ofthe surrender charge period, are subject to a surrender charge and market value adjustment (“MVA”). A negative MVA is limited tothe contract’s interest or index credit earnings, therefore, the application of a negative MVA alone will not result in loss of principal.However, the combination of the surrender charge and MVA may result in loss of principal.

❖ Risk That Accounts May Be Eliminated – The contract currently provides four accounts to which you may allocate your premiumpayment or contract value—three Indexed Accounts and one Fixed Account, as described in this prospectus. You should be awarethat the contract permits us to eliminate any account as described below:

• We may add and delete indexed accounts which may result in your investment in the contract earning no return even if the indexassociated with the indexed account increases in value. We guarantee that the contract will have at least one indexed account.

• We reserve the right to eliminate any indexed account in our sole discretion upon thirty days written notice. We will onlyeliminate an indexed account at a contract anniversary, and you will earn the index credit for the indexed account for the priorcontract year.

• We reserve the right to eliminate the Fixed Account in our sole discretion upon thirty days notice and not add a new fixedaccount. We will only delete the Fixed Account on a contract anniversary, and you will earn the interest credited through the endof the prior contract year.

Our ability to eliminate accounts at any time may adversely impact your contract value for the following reason. There are guaranteesapplicable to each of the three Indexed Accounts currently offered that provide a minimum participation in the increase in value of theS&P 500 Index, if any, with respect to your contract value allocated to the account. These guarantees are described in this prospectus.See “Indexed Account A”, “Indexed Account B”, “Indexed Account C”. Similarly, there is a 1.5% minimum guaranteed interest rateapplicable to the Fixed Account. The contract does not permit us to reduce or eliminate the guarantees applicable to any of theseaccounts as long as we continue to offer the accounts. However, we are permitted in our sole discretion to eliminate any account in thefuture. If we eliminate an account, you may reallocate any contract value that was invested in the account to another account available atthat time. (Contract value may not remain in an account that has been eliminated.) If one or more of the accounts described in thisprospectus is available at the time, you may reallocate your contract value to any of these accounts and the guarantees described in thisprospectus will apply. However, the account or accounts currently available at the time you may reallocate your account value may not bedescribed in this prospectus and may not provide any guarantees. Additionally, while the contract permits us to add new accounts, weare not required to do so. If we do add new accounts, the accounts may provide no guarantees, or guarantees that provide lessprotection than the guarantees applicable to the three Indexed Accounts or the Fixed Account currently available under the contract. Forexample, if we added an indexed account, the new indexed account may not have any guarantees, may be tied to an index other than theindex in your current indexed account, may have a different formula for determining the index credit, and may be set up in a differentmanner to measure the index credit, among other differences. Accordingly, we may add and delete indexed accounts which may result inyour investment in the contract earning no return even if the index associated with the indexed account increases in value. We guaranteethat the contract will have at least one indexed account.

Risk That We May Substitute an Index. You should be aware that even if we do not eliminate a particular indexed account, we maychange the index used to measure the index credit applicable to such account upon thirty days written notice, which index we in our solediscretion deem to be appropriate. The new index would provide different performance than the old index. We are permitted to change

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an index only if the index for a particular indexed account is discontinued, our agreement with the sponsor of the index is terminated, orthe index calculation is substantially changed. However, you should be aware that we may unilaterally terminate our agreement with thesponsor of an index without cause. Further, we may consider an index to have substantially changed if the fixed number of constituentsmaterially changes in the index or the criteria for eligibility in the index with respect to size, liquidity, profitability and sector and/ormarket representation materially changed for the index. You will earn the index credit for the contract linked to the last published value ofthe replaced index before its replacement if we replace an index before a contract anniversary date. If an index is changed during acontract year, you will not participate in an increase in the value of either the old or new index for the remainder of the contract year. If wechange the index, it will not affect the minimum guarantees, if any, in the indexed account. If you do not wish to remain in the indexedaccount with the replacement index, you have the option to allocate your contract value to the remaining accounts available under thecontract. There may be only one remaining indexed account, and no fixed account, to which to allocate contract value.

In either of the situations described above involving the elimination of an account or the change in an indexed account’s index, ifyou do not wish to allocate your contract value to one or more remaining accounts available under the contract and accordingly wishto withdraw your contract value from the account or surrender the contract, you may be subject to a surrender charge and marketvalue adjustment, which may result in a loss of principal and earnings.

IF WE ELIMINATE ANY TWO OF THE THREE INDEXED ACCOUNTS DESCRIBED IN THIS PROSPECTUS, YOU MAY SURRENDER YOURCONTRACT WITHOUT THE IMPOSITION OF A SURRENDER CHARGE AND/OR A NEGATIVE MARKET VALUE ADJUSTMENT WITHIN 45DAYS OF THE DATE WE MAIL THE NOTICE TO YOU OF THE ELIMINATION OF THE SECOND INDEXED ACCOUNT DESCRIBED IN THISPROSPECTUS.

❖ Liquidity Risk – This product is designed for long-term investment and should be held for the length of the surrender charge periodor longer. Some liquidity is provided through the free withdrawal provision. However, if you withdraw more than the free withdrawalamount, a surrender charge and MVA will be applied, which may result in the loss of principal and earnings.

❖ Reduced Required Minimum Distributions (“RMD”) Risk – Any withdrawal prior to the end of the surrender charge schedule elected,including those taken to meet RMD requirements under the provisions of the Internal Revenue Code of 1986 (“Code”), will be subjectto a Market Value Adjustment. If a negative Market Value Adjustment, although limited to the interest or index credit earningsproportionately attributable to the withdrawal, is applied to an RMD, the amount you receive will be reduced.

The Accumulation PeriodThe contract can help you save for retirement or other long-term purposes during the accumulation period. The accumulation period

begins on the contract date and continues until you begin to receive annuity payments. The contract is available in connection withcertain retirement plans that qualify for special federal income tax treatments (“qualified plans” or “IRAs”), as well as those that do notqualify for such treatment (“non-qualified plans”). Purchase of this contract through a qualified plan or IRA does not provide anyadditional tax deferral benefits beyond those provided by the contract. Accordingly, if you are purchasing this contract through a qualifiedplan, you should consider this contract for its annuity option benefits.

Contract ValueYour contract value at any time during the accumulation period is equal to the sum of the account value of the Fixed Account and

Indexed Accounts.

PremiumThe amount applied to this contract will be the single premium received minus a deduction for any applicable state and local tax. No

benefit associated with any single premium will be provided until it is actually received by us.

Generally, we require a minimum single premium payment of:

❖ Nonqualified plans – $25,000

❖ IRA/Qualified plans – $25,000

A contract may not be purchased for a proposed owner who is 86 years of age or older. A premium payment in excess of $1,000,000requires our prior approval. We reserve the right to reject any application or waive this limitation, at our sole discretion.

Your premium payment becomes part of the Separate Account, which supports our insurance and annuity obligations. For moreinformation, see “PHL Variable and the Separate Account.”

Fixed Account and Indexed AccountsCurrently, one Fixed Account and three Indexed Accounts are available for investing. The Fixed Account is not available in Alabama,

Florida, Massachusetts, Nevada, and Oregon. The Fixed Account earns interest daily, and the rate is declared annually and guaranteed forone year. Each of the Indexed Accounts earns index credits that are linked to the performance of the S&P 500® Index, and the indexcredits will never be less than 0%. For more information, please see the “Fixed Account and Interest Rates” and the “Indexed Accountsand Index Credit” sections of this Prospectus.

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Premium AllocationYour premium payment will be applied within two business days after its receipt at our Annuity Operations Division if the application

or order form is complete. If we do not receive all of the necessary application information, we will hold your premium payment while weattempt to complete the application. If the application is not completed within five business days, we will inform you of the reason for thedelay and return your premium payment, unless you specifically consent to our holding it until the application is complete. Once we haveall of your necessary application information, we will apply your premium payment as requested and issue your contract. Please notethat prior to the completion of your application or order form, we will hold the premium in a suspense account, which is a non-interest-bearing account.

Reallocation of Contract ValueDuring the 30 days before each contract anniversary, you may reallocate your contract value among the available accounts. You may

make your reallocation request in writing, or by telephone. Written requests must be received in a form satisfactory to us at our AnnuityOperations Division. The company and 1851 Securities, our national distributor, will use reasonable procedures to confirm that telephonereallocation requests are genuine. We require verification of account information and may record telephone instructions on tape. Thecompany and 1851 Securities may be liable for following unauthorized instructions if we fail to follow our established securityprocedures. However, you will bear the risk of a loss resulting from instructions entered by an unauthorized third party that the companyand 1851 Securities reasonably believe to be genuine. We must receive the request prior to the contract anniversary. Your request will beeffective as of the contract anniversary, after index crediting for the past year. There is no charge for contract value reallocation.

Contract FeaturesDeath Benefit

❖ Before Maturity DateA death benefit is payable as described below when any owner (or primary annuitant when the contract is owned by a non-natural

person) dies.

• Death of an Owner

If the owner dies before the maturity date, the death benefit will be paid to the beneficiary.

• Death of an Owner – Multiple Owners

If there is more than one owner, a death benefit is payable upon the first owner to die. The death benefit is paid to the survivingowner(s) as the designated beneficiary(s).

• Death of an Annuitant who is not the Owner

If the owner and the annuitant are not the same individual and the annuitant dies prior to the maturity date, the owner becomes theannuitant, unless the owner appoints a new annuitant. If a joint annuitant dies prior to the maturity date, the owner may appoint anew joint annuitant; however, there may be tax consequences. The death of the annuitant or joint annuitant will not cause the deathbenefit to be paid unless the contract is owned by a non-natural person.

• Spousal Beneficiary Contract Continuance

If the spouse of a deceased owner, as designated beneficiary, is entitled to receive all or some portion of the death benefit amount,the spouse may elect to continue the contract as the new owner. See “Spousal Definition” for further discussion of spousalqualifications. This election is only allowed prior to the maturity date and can be elected only one time. When the spouse elects tocontinue the contract, the death benefit amount that the spouse is entitled to receive will become the new contract value for thecontinued contract.

• Ownership of the Contract by a Non-Natural Person

If the owner is not an individual, upon the death of the primary annuitant, the death benefit will be paid to the owner. There aredistinct Federal Income Tax ramifications of ownership by a Non-Natural Person. See “Federal Income Tax” section for further details.

The death benefit amount equals the contract value as of the date of death. No market value adjustment, surrender charge or indexcredit for the year in which the death occurred will be included in the death benefit calculation. The death benefits provided under thiscontract will not be less than the minimum benefits required by the state where the contract is delivered.

Payment of the Death Benefit:

There are a number of options for payment of the death benefit, including lump sum, systematic withdrawals and annuity. If the deathbenefit amount to be paid is less than $2,000, it will be paid in a single lump sum (see “Annuity Options”). Depending upon state law, thedeath benefit payment to the beneficiary may be subject to state inheritance or estate taxes and we may be required to pay such taxes

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prior to distribution. There are specific Code requirements regarding payment of the death benefits, see “Federal Income Taxes—Distribution at Death.” At all times, the death benefit under this contract will be paid as required by section 72(s) or 401(a) of the InternalRevenue Code, as applicable. A recipient should consult a legal or tax adviser in selecting among the death benefit payment options.

Retained Asset AccountDeath benefit proceeds will be payable in a single lump sum. At the time of payment you may elect to have the full death benefit

amount sent to you or to have the proceeds applied to a retained asset account, the Phoenix Concierge Account (“PCA”), an interestbearing draft account with check writing privileges. Unless otherwise provided for under state law, if you do not elect a single lump sum,the proceeds of the death benefit payable to an individual, trust or estate will be applied to the PCA. The PCA is generally not offered tocorporations or similar entities. You may opt out of the PCA at any time by writing a check from the PCA for the full amount of yourbalance or by calling our Annuity Service Center. A supplementary contract may be issued when death benefit proceeds are paid throughthe PCA.

The PCA is part of our general account. It is not a checking or bank account and is not insured by the Federal Deposit InsuranceCorporation (“FDIC”), National Credit Union Share Insurance Fund (“NCUSIF”), or any other state or federal agency which insuresdeposits. No additional amounts aside from the death benefit may be deposited into the PCA. As part of our general account, it is subjectto the claims of our creditors. We may receive a financial benefit from earnings on amounts left in the PCA. The guarantee of principal isbased on the claims-paying ability of the company and principal is covered by the state guarantee association. Interest paid on amountsin the PCA is taxable as ordinary income in the year such interest is credited. Please consult a tax advisor.

❖ After Maturity DateIf an owner dies on or after the maturity date, any remaining annuity payments will be paid according to the annuity payment option

in effect on the date of death. If there is a surviving owner, the payments will be paid to the surviving owner. If there is no survivingowner, the payments will be paid to the beneficiary. Payments may not be deferred or otherwise extended.

If the annuitant and/or joint annuitant dies, any remaining period certain annuity payments will be paid according to the annuitypayment option in effect on the date of death. If the annuitant and/or joint annuitant are survived by any owner(s), the payments will bepaid to the owner(s). If not, the payments will be paid to the beneficiary. Payments may not be deferred or otherwise extended.

Fixed Account and Interest RatesThe Fixed Account earns interest daily. The fixed interest rate is declared annually and is guaranteed for one year. While the company

has no specific formula for determining the fixed interest rate, we may consider various factors, including, but not limited to the yieldsavailable on the instruments in which we intend to invest the proceeds from the contract, regulatory and tax requirements, salescommissions, administrative expenses, general economic trends and competitive factors. There is a 1.5% minimum guaranteedinterest rate. Subsequent interest rates may be higher or lower than the initial fixed interest rate and are determined in our solediscretion. If you withdraw a portion of your contract value or surrender the contract, the market value adjustment, as described below,may result in a loss of the credited interest in the Fixed Account. The Fixed Account is not available in Alabama, Florida and Nevada.

If we delete the Fixed Account, you will have the option to invest in indexed accounts only. There may be only one remaining indexedaccount into which to invest. We reserve the right to delete the Fixed Account at the contract anniversary in our sole discretion and notadd a new fixed account.

On the contract date, the account value of the Fixed Account is equal to the portion of the premium allocated to the fixed account.Thereafter, the account value for the Fixed Account equals:

1. the initial allocation and any reallocation to the Fixed Account; plus

2. interest credited; less

3. any reallocation of contract value from the Fixed Account; less

4. withdrawals (including applicable market value adjustments, surrender charges and tax deductions).

Indexed Accounts and Index CreditCurrently, there are three different Indexed Accounts. On the contract date, the account value for an Indexed Account equals the

portion of the premium allocated to the indexed account as of the contract date.

On each contract anniversary, the account value equals:

1. the account value immediately preceding the contract anniversary, multiplied by the resulting value of (1 + the applicable indexcredit); less

2. reallocation, if any, from the indexed account; plus

3. reallocation, if any, to the indexed account; less

4. withdrawals (including applicable market value adjustments, surrender charges and tax deductions).

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Index credit is based on account value before reallocation. Reallocations are effective after the index crediting on each contractanniversary.

On any other date, the account value for an indexed account equals:

1. the account value for the indexed account on the preceding contract anniversary; less

2. any withdrawals (including applicable market value adjustments, surrender charges and state and local tax deductions) from theIndexed Account since the preceding contract anniversary. Please see the “State and Local Tax” section on page 13 for moreinformation about tax deductions.

For the first contract year, the contract date is considered the preceding contract anniversary.

Each of the Indexed Accounts earns index credits that are linked to the performance of the S&P 500® Index. The performance orindex value of the S&P 500® Index is its published value, excluding any dividends paid by the companies that comprise the index. Theindex credit is calculated annually on each contract anniversary and is credited immediately. The index credit will never be less than theguaranteed minimum index credit. The guaranteed minimum index credit is 0% and will never be less than 0%, even if we add newindexed accounts. Therefore, you are assuming the risk that an investment in an indexed account could potentially offer no return. Theindex credit is based on the performance of the index for the last contract year. Amounts withdrawn or surrendered effective on thecontract anniversary will receive the index credit for the past contract year. Amounts withdrawn or surrendered prior to the end of acontract year will not receive the index credit for that contract year.

❖ Indexed Account A – Point-to-Point with Cap Indexed Account

This account earns an index credit on each contract anniversary that is based on the performance of the Index for the past contractyear. The index credit is subject to a maximum crediting percentage (“index cap”). To determine the index credit as a percentage, we firstcalculate the index growth, which equals:

(index value on the contract anniversary ÷ index value on the preceding contract anniversary)—1 and then we convert the decimal tothe equivalent percentage.

The index credit equals the lesser of the index growth and the applicable index cap, but will never be less than 0%.

The index cap is the maximum index credit percentage that can be applied to the account value in any given contract year. For the firstcontract year, the initial index cap as shown on the contract schedule page is used. On each subsequent contract anniversary, a newindex cap will be declared and guaranteed for the following contract year. The subsequent index caps may be higher or lower than theinitial index cap, but will not be lower than the guaranteed minimum index cap.

The guaranteed minimum index cap is 3%. Although it does not affect the guaranteed minimum index cap, your selection of the fiveor seven year surrender charge schedule may effect the index credit. See “Surrender Charges” section of this prospectus.

If the index cap is 3% and the performance of the index is between 0% and 3%, the indexed account will be credited with the indexgrowth amount of 0% through 3%. If the performance of the index is above 3%, the indexed account will be credited with the indexcredit of 3%. The company at its sole discretion will make the determination whether to declare an index cap above the guaranteedminimum index cap of 3%. While the company has no specific formula for determining an index cap above the minimum index cap of3%, we may consider various factors, including, but not limited to the yields available on the instruments in which we intend to invest theproceeds from the contract, the costs of hedging our investments to meet our contractual obligations, regulatory and tax requirements,sales commissions, administrative expenses, general economic trends and competitive factors. For example, if the company, in its solediscretion, declares an index cap of 8%, and the performance of the index is between 0% and 8%, the indexed account will be creditedwith the index growth amount of 0% through 8%. In this case, if the performance of the index is above 8%, the indexed account will becredited with the index credit of 8%. At any time, if the performance of the index is below 0%, the indexed account will be creditedwith an index credit of 0%. Therefore, you are assuming the risk that an investment in this indexed account would offer no return.

❖ Indexed Account B – Performance Trigger Indexed Account

This account earns an index credit on each contract anniversary that is based on the performance of the Index for the past contractyear.

To determine the index credit as a percentage, we first calculate the index growth, which equals:

(index value on the contract anniversary ÷ index value on the preceding contract anniversary)—1 and then we convert the decimal toan equivalent percentage.

The index credit equals the triggered rate if the index growth is greater than zero. If the index growth is zero or less, the index creditwill be 0%.

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For the first contract year, the triggered rate as shown on the contract schedule page is used. On each subsequent contractanniversary, a new triggered rate will be declared and guaranteed for the following contract year. The subsequent triggered rates may behigher or lower than the initial triggered rate, but will not be lower than the guaranteed minimum triggered rate. The guaranteedminimum triggered rate is 2%. Although it does not affect the guaranteed minimum triggered rate, your selection of the five or sevenyear surrender charge schedule may effect the index credit. See “Surrender Charges” section of this prospectus.

If the triggered rate is 2% and the index growth is greater than 0%, the indexed account will be credited with the triggered rate of 2%.The company, at its sole discretion, will make the determination to declare a triggered rate above the guaranteed minimum triggeredrate. While the company has no specific formula for determining a triggered rate above the guaranteed minimum triggered rate, we mayconsider various factors, including, but not limited to the yields available on the instruments in which we intend to invest the proceedsfrom the contract, the costs of hedging to meet our contractual obligations, regulatory and tax requirements, sales commissions,administrative expenses, general economic trends and competitive factors. For example, if the company, in its sole discretion, declaresa triggered rate of 5%, and the performance of the index is above 0%, the indexed account will be credited with an index credit of 5%. Atany time, if the performance of the index is below 0%, the indexed account will be credited with an index credit of 0%. Therefore,you are assuming the risk that an investment in this indexed account could potentially offer no return.

❖ Indexed Account C – Monthly Average with Spread Indexed Account

This account earns an index credit on each contract anniversary that is based on the performance of the Index for the past contractyear.

To determine the index credit as a percentage, we first calculate the averaged index growth, which equals:

((the sum of the index values on each monthly processing dates during the contract year ÷ 12) ÷ index value on the precedingcontract anniversary)—1 and then we convert the decimal to the equivalent percentage.

Monthly processing date is defined as the same date of each month for the twelve months following the contract date or subsequentcontract anniversary. If the date does not exist in a month the last day in the month will be used.

The index credit equals the averaged index growth less the index spread, but will never be less than 0%.

The index spread is the amount subtracted from the averaged index growth when the index credit is calculated. For the first contractyear, the initial index spread as shown on the contract schedule page is used. On each subsequent contract anniversary, a new indexspread will be declared and guaranteed for the following contract year. The subsequent index spreads may be higher or lower than theinitial index spread, but will not be higher than the guaranteed maximum index spread. The guaranteed maximum index spread is 9%.Although it does not affect the guaranteed maximum index spread, your selection of the five or seven year surrender charge schedulemay effect the index credit. For more information, see Surrender Charges. The company, at its sole discretion, will make the finaldetermination as to the index spread declared. While the company has no specific formula for determining an index spread below theguaranteed maximum index spread, we may consider various factors, such as the yields available on the instruments in which we intendto invest the proceeds from the contract, the costs of hedging to meet our contractual obligations, regulatory and tax requirements, salescommissions, administrative expenses, general economic trends and competitive factors. For example, if the average index growth is 9%and the company, in its sole discretion, declares an index spread of 5%, the indexed account will be credited with an index credit of 4%.If the average index growth is 9%, and the company, in its sole discretion, uses the guaranteed maximum index spread at 9%, theindexed account will be credited with 0%. Therefore, you are assuming the risk that an investment in this indexed account couldpotentially offer no return.

The contract currently provides four accounts to which you may allocate your premium payment or contract value—three IndexedAccounts and one Fixed Account, as discussed above. You should be aware that the contract permits us to eliminate any account asdescribed below:

• We may add and delete indexed accounts which may result in your investment in the contract earning no return even if the indexassociated with the indexed account increases in value. We guarantee that the contract will have at least one indexed account.

• We reserve the right to eliminate any indexed account in our sole discretion upon thirty days written notice. We will onlyeliminate an indexed account at a contract anniversary, and you will earn the index credit for the indexed account for the priorcontract year.

• We reserve the right to eliminate the Fixed Account in our sole discretion upon thirty days notice and not add a new fixedaccount. We will only delete the Fixed Account on a contract anniversary, and you will earn the interest credited through the endof the prior contract year.

Our ability to eliminate accounts at any time may adversely impact your contract value for the following reason. There are guaranteesapplicable to each of the three Indexed Accounts currently offered that provide a minimum participation in the increase in value of theS&P 500 Index, if any, with respect to your contract value allocated to the account. These guarantees are described in this prospectusabove. Similarly, there is a 1.5% minimum guaranteed interest rate applicable to the Fixed Account. The contract does not permit us toreduce or eliminate the guarantees applicable to any of these accounts as long as we continue to offer the accounts. However, we arepermitted in our sole discretion to eliminate any account in the future. If we eliminate an account, you may reallocate any contract value

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that was invested in the account to another account available at that time (contract value may not remain in an account that has beeneliminated). If one or more of the accounts described in this prospectus is available at the time, you may reallocate your contract value toany of these accounts and the guarantees described in this prospectus will apply. However, the account or accounts currently available atthe time you may reallocate your account value may not be described in this prospectus and may not provide any guarantees.Additionally, while the contract permits us to add new accounts, we are not required to do so. If we do add new accounts, the accountsmay provide no guarantees, or guarantees that provide less protection than the guarantees applicable to the three Indexed Accounts orthe Fixed Account currently available under the contract. For example, if we added an indexed account, the new indexed account may nothave any guarantees, may be tied to an index other than the index in your current indexed account, may have a different formula fordetermining the index credit, and may be set up in a different manner to measure the index credit, among other differences. Accordingly,we may add and delete indexed accounts which may result in your investment in the contract earning no return even if the indexassociated with the indexed account increases in value. We guarantee that the contract will have at least one indexed account.

You should be aware that even if we do not eliminate a particular indexed account, we may change the index used to measure theindex credit applicable to such account upon thirty days written notice, which index we in our sole discretion deem to be appropriate.The new index would provide different performance than the old index. We are permitted to change an index only if the index for aparticular indexed account is discontinued, our agreement with the sponsor of the index is terminated, or the index calculation issubstantially changed. However, you should be aware that we may unilaterally terminate our agreement with the sponsor of an indexwithout cause. Further, we may consider an index to have substantially changed if the fixed number of constituents materially changes inthe index or the criteria for eligibility in the index with respect to size, liquidity, profitability and sector and/or market representationmaterially changed for the index. You will earn the index credit for the contract linked to the last published value of the replaced indexbefore its replacement if we replace an index before a contract anniversary date. If an index is changed during a contract year, you willnot participate in an increase in value of either the old or new index for the remainder of the contract year. If we change the index, it willnot affect the minimum guarantees, if any, in the indexed accounts. If you do not wish to remain in the indexed account with thereplacement index, you have the option to allocate your contract value to the remaining accounts available under the contract. There maybe only one remaining indexed account, and no fixed account, to which to allocate contract value.

In either of the situations described above involving the elimination of an account or the change in an indexed account’s index, ifyou do not wish to allocate your contract value to one or more remaining accounts available under the contract and accordingly wishto withdraw your contract value from the account or surrender the contract, you may be subject to a surrender charge and marketvalue adjustment, which may result in a loss of principal and earnings.

IF WE ELIMINATE ANY TWO OF THE THREE INDEXED ACCOUNTS DESCRIBED IN THIS PROSPECTUS, YOU MAY SURRENDERYOUR CONTRACT WITHOUT THE IMPOSITION OF A SURRENDER CHARGE AND/OR A NEGATIVE MARKET VALUE ADJUSTMENTWITHIN 45 DAYS OF THE DATE WE MAIL THE NOTICE TO YOU OF THE ELIMINATION OF THE SECOND INDEXED ACCOUNT DESCRIBEDIN THIS PROSPECTUS.

Nursing Home WaiverPrior to the maturity date, you may surrender all or a portion of the contract value, adjusted by any applicable market value

adjustment, without a surrender charge, provided that:

❖ more than one year has elapsed since the contract date; and

❖ the withdrawal is requested within two years of the owner’s admission into a licensed nursing home facility; and

❖ the owner has been confined to the licensed nursing home facility (as defined below) for at least the preceding 120 days.

A licensed nursing home facility is defined as a state licensed hospital or state licensed skilled or intermediate care nursing facility atwhich medical treatment is available on a daily basis. The owner must provide us with satisfactory evidence of confinement by writtennotice. There is no fee for this waiver. This waiver is subject to state approval.

Terminal Illness WaiverPrior to the maturity date, you may surrender all or a portion of the contract value, adjusted by any applicable market value

adjustment, without a surrender charge in the event of the owner’s terminal illness. Terminal Illness is defined as an illness or conditionthat is expected to result in the owner’s death within six months. The owner must provide us with a satisfactory written notice of terminalillness by a licensed physician, who is not the owner or a member of the owner’s family. We reserve the right to obtain a second medicalopinion from a physician of our choosing at our expense. There is no fee for this waiver. This waiver is subject to state approval.

Withdrawals and SurrendersYou may request a withdrawal from or full surrender of the contract (“surrender”) from the contract value at any time prior to the

maturity date. Requests must be made in writing and should include tax-withholding information.

You may withdraw up to 10% of the contract value in a contract year without a market value adjustment or surrender charge. Thisamount is referred to as the free withdrawal amount. During the first contract year, the free withdrawal amount will be determined basedon the contract value at the time of the first withdrawal. In all subsequent years, the free withdrawal amount will be based on the contract

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value on the previous contract anniversary. Any unused percentages of the free withdrawal amount from prior years may not be carriedforward to future contract years. Withdrawals in the amount of the “Required Minimum Distribution” (“RMD”), as defined in the InternalRevenue Code may also be made without a surrender charge.

Withdrawal or surrender amounts in excess of the free withdrawal amount before the end of the surrender charge schedule, includingwithdrawals taken to meet RMDs, will be subject to a market value adjustment that can result in a loss or gain, a surrender charge andtax deduction(s).

Withdrawals may be subject to income tax on any gains plus a 10% penalty tax if the policyholder is under age 59 ½. See “FederalIncome Taxes.”

ChargesIF WE ELIMINATE ANY TWO OF THE THREE INDEXED ACCOUNTS DESCRIBED IN THIS PROSPECTUS, YOU MAY SURRENDER

YOUR CONTRACT WITHOUT THE IMPOSITION OF A SURRENDER CHARGE AND/OR A NEGATIVE MARKET VALUE ADJUSTMENTWITHIN 45 DAYS OF THE DATE WE MAIL THE NOTICE TO YOU OF THE ELIMINATION OF THE SECOND INDEXED ACCOUNT DESCRIBEDIN THIS PROSPECTUS.

Market Value AdjustmentA market value adjustment is applied to withdrawals, including those taken to meet RMDs, or surrenders prior to the end of the

surrender charge schedule elected. The market value adjustment is intended to approximate, without exactly replicating, the gains orlosses that may be incurred by the company when it liquidates assets in order to satisfy certain contractual obligations, such aswithdrawals or surrenders. When liquidating assets, the company may realize either a gain or loss because of a change in interest ratesfrom the time of initial investment. The market value adjustment may result in a gain or loss to your contract value and applies to bothfixed and indexed accounts.

The market value adjustment equals the contract value withdrawn or surrendered in excess of the free withdrawal amount multipliedby the following:

where:

i - is the Treasury Constant Maturity yield as published by the Federal Reserve on the business day prior to the contract date for thematurity matching the duration of the surrender charge period;

j - is the Treasury Constant Maturity yield as published by the Federal Reserve on the business day prior to the date of withdrawal orsurrender for the maturity matching the remaining years in the surrender charge period (fractional years rounded up to the nextfull year);

n - is the number of complete months from the time of withdrawal or surrender to the end of the surrender charge period.

If a Treasury Constant Maturity yield for a particular maturity is not published, the yield will be interpolated between the yields formaturities that are published. If the Treasury Constant Maturity yields are no longer published, we will choose a suitable replacement,subject to any regulatory approvals and provide you with notice accordingly.

A positive market value adjustment will increase the amount withdrawn or surrendered. There is no limit on a positive market valueadjustment. A negative market value adjustment will decrease the amount withdrawn or surrendered. A negative market value adjustmentwill not decrease the amount withdrawn or surrendered by more than the interest or index credit earnings proportionately attributable tothe withdrawal or surrender amount.

The market value adjustment is waived on the free withdrawal amount, on death, and on annuitization if annuitization occurs after fivecontract years. The market value adjustment is not waived on the nursing home and terminal illness waivers.

Surrender ChargesIn addition to the application of a market value adjustment, a surrender charge may apply to a withdrawal or surrender of the contract

prior to the end of the surrender charge period specified in your surrender charge schedule. The amount of a surrender charge dependson the period of time your premium payment is held under the contract and which surrender charge schedule you elected (refer to thecharts shown below). You must elect a surrender charge schedule at the time of initial purchase of the contract and you cannot change itlater. In general, we invest in fixed income securities that correspond to the assumed duration of our contractual obligations under thecontract. We assume that generally, (1) a contract with a 5-year surrender charge schedule will be surrendered before a contract with a7-year surrender charge schedule and (2) a certain number of contracts will be surrendered around the time that the surrender chargeschedule expired. Based on these assumptions, the company will invest in shorter term fixed income securities for contract value withrespect to the 5-year surrender charge schedule, while it invests in longer term fixed income securities for contract value with respect tothe 7-year surrender charge schedule. Fixed income securities of a longer duration tend to earn a higher rate of interest than those of a

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shorter duration. Therefore, if you elect the 5-year surrender charge schedule, we may credit a lower interest rate or index credit than ifyou elected the 7-year surrender charge schedule, where we may credit a higher interest rate or index credit. The difference is not fixedand will vary based on market conditions, which we cannot predict.

The surrender charge is designed to recover the expense of distributing contracts that are surrendered before distribution expenseshave been recouped from revenue generated by these contracts. They are deferred charges because they are not deducted from thepremium. Surrender charges are waived on the free withdrawal amount and on death benefits. Surrender charges will also be waivedwhen you begin taking annuity payments provided your contract has been in effect for five years. For more information, see “AnnuityPayment Options.”

Surrender charges are expressed as a percentage of the lesser of (1) and (2), where

(1) is the result of

(a) the gross amount withdrawn, less

(b) the 10% free withdrawal amount, adjusted by

(c) any applicable market value adjustment

(2) the premium payment less any prior withdrawals for which a surrender charge was paid.

Surrender charge schedules are as follows:

7-Year Surrender Charge Schedule

Percent 7% 7% 7% 6% 6% 5% 5% 0%Complete Contract Years 0 1 2 3 4 5 6 7+

5-Year Surrender Charge Schedule

Percent 7% 7% 7% 6% 6% 0%Complete Contract Years 0 1 2 3 4 5+

This contract allows you to choose between two distinct surrender charge schedules. You should consult with a qualified financialadvisor before making your election.

Since there may be a higher interest rate or index credit for one surrender schedule over the other schedule, you should carefullydiscuss your individual financial situation with your registered representative before you make an election.

If you request a gross withdrawal of a specified amount, we will deduct the surrender charge from the amount requested. For a grosswithdrawal, the surrender charge is calculated based on the gross amount. If you request a net withdrawal of a specified amount, we willdeduct the surrender charge from the remaining contract value. For a net withdrawal, the surrender charge is calculated based on the netamount, plus the applicable surrender charge amount. The withdrawal amount, plus any applicable surrender charge for a netwithdrawal, will be deducted from the affected fixed and indexed account on a pro rata basis.

Any distribution costs not paid for by the surrender charge will be paid by PHL Variable from the assets of the General Account.

State and Local TaxState and local tax is considered any tax charged by a state or municipality on premium payments, whether or not it is characterized

as premium tax or an excise tax. It is also other state or local taxes imposed or any other governmental fees that may be required basedon the laws of the state or municipality of delivery, the owner’s state or municipality of residence on the contract date. Taxes on premiumpayments currently range from 0% to 3.5% and vary from state to state. We will pay any premium payment tax; any other state or localtaxes imposed or other governmental fee due and will only reimburse ourselves upon the remittance to the applicable state. For a list ofstates and taxes, see “Appendix A.”

The Annuity PeriodAnnuity Payments

Annuity payments will begin on the contract’s maturity date if the owner is alive and the contract is still in force.

If the amount to be applied on the maturity date is less than $2,000, we may pay such amount in one lump sum in lieu of providingan annuity. If the initial monthly annuity payment under an annuity payment option would be less than $20, we may make a single sumpayment equal to the total contract value on the date the initial annuity payment would be payable, or make periodic annuity paymentsquarterly, semiannually or annually in place of monthly annuity payments.

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Your contract specifies a maturity date at the time of its issuance. However, you may subsequently elect a different maturity date. Thematurity date may not be earlier than the fifth contract anniversary. The latest maturity date is the contract anniversary nearest theannuitant’s 95th birthday or ten years from the contract date, whichever is later. Generally, under qualified plans or IRAs, the maturitydate must be such that distributions begin no later than April 1st of the calendar year following the later of: (a) the year in which theemployee attains age 70 ½ or (b) the calendar year in which the employee retires. The date set forth in (b) does not apply to anIndividual Retirement Annuity (“IRA”). A policyholder can defer the maturity date to the contract anniversary nearest the annuitant’s 95thbirthday if we receive documentation concerning the policyholder’s satisfaction of Code Required Minimum Distributions. See “FederalIncome Taxes”

The maturity date election must be made by written notice and must be received by us 30 days before the provisional maturity date. Ifyou do not elect a maturity date, which is different from the provisional maturity date, the provisional maturity date becomes the maturitydate.

Fixed Annuity Payment OptionsThis contract offers several Fixed Annuity Payment Options. A Fixed Annuity Payment Option provides a series of fixed payments at

regular intervals over a specified period or the life of the annuitant. If you have not selected a Fixed Annuity Payment Option by thematurity date, the default annuity payment is based on Annuity Payment Option A—Life Annuity with 10-Year Period Certain and as longas the annuitant lives. Instead, you may, by sending a written request to our Annuity Operations Division on or before the maturity date ofthe contract, elect any of the other Annuity Payment Options. After the first annuity payment, you may not change the elected AnnuityPayment Option.

The level of annuity payments payable under the following Annuity Payment Options is based upon the option selected. The amountof each annuity payment will be based on the contract value on the maturity date and the annuity purchase rates. In addition, factorssuch as the age at which annuity payments begin, the form of annuity, annuity payment rates, and the frequency of annuity payments willaffect the level of annuity payments. The longer the duration and more frequent the payments, the lower the annuity payment amount.The contract is issued with guaranteed minimum annuity payment rates, however, if the current rate is higher, we’ll apply the higher rate.

The following are descriptions of the Annuity Payment Options currently available under a contract. These descriptions should allowyou to understand the basic differences between the options; however, you should contact our Annuity Operations Division well inadvance of the date you wish to elect an option to obtain estimates of annuity payments under each option.

❖ Option A – Life Annuity with Specified Period CertainA fixed payout annuity payable monthly while the annuitant is living. If the annuitant dies before the specified period certain haspassed, then payments will continue to be made to the surviving owner or the beneficiary for the remainder of the period certain. Theperiod certain may be specified as 5, 10 or 20 years. The period certain must be specified at the time this option is elected.

❖ Option B – Non-Refund Life AnnuityA fixed payout annuity payable monthly while the annuitant is living. No monthly payment, death benefit or refund is payable after thedeath of the annuitant.

❖ Option C – Reserved

❖ Option D – Joint and Survivor Life AnnuityA fixed payout annuity payable monthly while either the annuitant or joint annuitant is living. You must designate the joint annuitant atthe time you elect this option. The joint annuitant must be at least age 40 on the first payment calculation date.

❖ Option E – Installment Refund Life AnnuityA fixed payout annuity payable monthly while the annuitant is living. If the annuitant dies before the annuity payments made underthis option total an amount that refunds the entire amount applied under this option, we will make a lump sum payment equal to theentire amount applied under this option less the sum of payments already made.

❖ Option F – Joint and Survivor Life Annuity with 10-Year Period CertainA fixed payout annuity payable monthly while either the annuitant or joint annuitant is living. If the annuitant and the joint annuitantdie before the 10-year period certain has passed, then payments will continue to be made to the surviving owner or the beneficiaryfor the remainder of the 10-year period certain. You must designate the joint annuitant at the time you elect this option. The jointannuitant must be at least age 40 on the first payment calculation date.

❖ Option G – Payments for a Specified PeriodA fixed payout annuity payable monthly over a specified period. Payments continue whether the annuitant lives or dies. The specifiedperiod must be in whole numbers of years from 5 to 30, but cannot be greater than 100 minus the age of the annuitant. However, ifthe Beneficiary of any death benefits payable under this contract elects this Payment Option, the period selected by the beneficiarymay not extend beyond the life expectancy of such beneficiary.

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❖ Option H – Payments of a Specified AmountEqual income installments of a specified amount are paid until the principal sum remaining under this option from the amount appliedis less than the amount of the installment. When that happens, the principal sum remaining will be paid as a final payment. Theamount specified must provide payments for a period of at least 5 years.

Calculation of Fixed Annuity PaymentsThe guaranteed annuity payment rates will be no less favorable than the following:

❖ under Annuity Payment Options A, B, D, E and F, rates are based on the 2000 Individual Annuity Mortality Table with a 10 year agesetback, which results in lower payments than without the setback, and an interest rate of 2.5%.

❖ under Options G and H, the interest rate is 1.5%. The Society of Actuaries developed these tables to provide payment rates forannuities based on a set of mortality tables acceptable to most regulating authorities. It is possible that we may have more favorable(i.e., higher-paying) rates in effect on the maturity date.

Other Options and RatesWe may offer other annuity payment options or alternative versions of the options listed above. Other values and tables may be used

for other payment options that we may make available.

Other ConditionsFederal income tax requirements also provide that participants in IRAs must begin required minimum distributions RMDs by April 1

of the year following the year in which they attain age 70 ½. Minimum distribution requirements do not apply to Roth IRAs. Distributionsfrom qualified plans generally must begin by the later of actual retirement or April 1 of the year following the year participants attain age70 ½. We will assist policyholders with compliance with RMD requirements.

Amounts up to the RMD may be withdrawn without a deduction for surrender charges, even if the minimum distribution exceeds the10% allowable amount. See “Withdrawals and Surrenders” on page 11. Any amounts withdrawn during the surrender charge period thatare in excess of both the RMD and the 10% free available amount will be subject to any applicable surrender charge.

Miscellaneous ProvisionsAmendments to Contracts

Contracts may be amended to conform to changes in applicable law or interpretations of applicable law, or to accommodate designchanges including changes required in order to maintain tax status as an IRA or qualified plan. Except for changes related to tax status,changes in the contract may need to be approved by contract owners and state insurance departments. A change in the contract whichnecessitates a corresponding change in the prospectus must be filed with the SEC.

AssignmentOwners of contracts issued in connection with non-qualified plans may assign their interest in the contract to a spouse or a grantor

trust. A written notice of such assignment must be filed with our Annuity Operations Division before it will be honored. A pledge orassignment of a contract is treated as payment received on account of a partial surrender of a contract. See “Federal Income Tax” formore details.

Contracts issued in connection with tax qualified plans or IRAs may not be sold, assigned, discounted or pledged as collateral for aloan or as security for the performance of an obligation, or for any other purpose, to any person other than to us.

Free Look PeriodWe may mail the contract to you or we may deliver it to you in person. You may return a contract for any reason within ten days after

you receive it and receive a refund of your premium payment less any withdrawals made as of the date of cancellation. However, ifapplicable state or federal law requires a return of premium payments less any withdrawals, we will return the greater of premiumpayments less any withdrawals or the Contract Value less any applicable surrender charges.

Community and Marital Property StatesIf the Contract Owner resides in a community property or marital property state and has not named his or her spouse as the sole

beneficiary, the spouse may need to consent to the non-spouse beneficiary designation. The Contract Owner should consult with legalcounsel regarding this designation. Should spousal consent be required, We will not be liable for any consequences resulting from thefailure of the Contract Owner to obtain proper consent.

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MisstatementsIf the age or sex of the annuitant or joint annuitant has been misstated, any benefits payable will be adjusted to the amount that the

contract value would have purchased based on the annuitant’s or joint annuitant’s correct age and sex. Overpayments andunderpayments made by the company will be charged or credited, as applicable, against future payments to be made under the contract.Interest will be charged on overpayments and credited on underpayments as required by the laws of the state where this contract isdelivered.

Ownership of the ContractOrdinarily, the purchaser of a contract is both the owner and the annuitant and is entitled to exercise all the rights under the contract.

However, the owner may be an individual or entity other than the annuitant. More than one owner may own a contract as joint owner.Transfer of the ownership of a contract may involve federal income tax consequences, and a tax advisor should be consulted before anysuch transfer is attempted.

Payment DeferralPayment of the contract value in a single sum upon a withdrawal or full surrender of the contract will ordinarily be made as soon as

practicable after receipt of the written request by our Annuity Operations Division.

TerminationIf the contract value becomes zero, the contract will immediately terminate unless determined otherwise by an effective rider,

amendment or endorsement.

Federal Income TaxesIntroduction

The contracts are designed for use with retirement plans, including non-qualified plans and qualified plans or Individual RetirementAnnuities (IRAs) under the provisions of the Code. The ultimate impact of federal income taxes on the amounts held under a contract,premiums paid for the contract, payments received under the contract and on the economic benefits to the policyholder, annuitant orbeneficiary depends on our income tax status, on the type of retirement plan (if any) for which the contract is purchased, and upon theincome tax and employment status of the individual concerned.

The following discussion is general in nature and is not intended as individual tax advice. The income tax rules are complicated andthis discussion is intended only to make you aware of the issues. Each person should consult an independent tax or legal advisor. Noattempt is made to consider any estate, gift or inheritance taxes or any applicable state, local or other tax laws. Because this discussionis based upon our understanding of the federal income tax laws as they are currently interpreted, we cannot guarantee the income taxstatus of any contract either currently or in the future. No representation is made regarding the likelihood of continuation of the federalincome tax laws or the current interpretations by the Internal Revenue Service (the “IRS”). From time to time, there are regulatory orlegislation proposals or changes that do or could impact the taxation of annuity contracts, IRAs and qualified plans; if enacted, thesechanges could be retroactive. In particular, please note that federal legislation has been proposed which would limit the options availableto specified contract beneficiaries relative to after-death distributions. Should any such legislation be enacted, we would only offer thebenefits permitted under federal law. We reserve the right to make changes to the contract to assure that it continues to qualify as anannuity, IRA and/or qualified plan for federal income tax purposes. For a discussion of federal income taxes as they relate to anyunderlying account investment options, please see the prospectuses for these investments.

Note on Terminology: The Code uses the term “policyholder”, in describing the owner of an Annuity. This section will follow the Codeterminology in describing specific provisions of the Code.

Income Tax StatusWe are taxed as a life insurance company under the Code. For federal income tax purposes, neither the Separate Account nor the

Guaranteed Interest Account is a separate entity from Phoenix Life Insurance Company, PHL Variable Insurance Company or Phoenix Lifeand Annuity Company and neither account will be taxed separately under the “regulated investment company” provisions (SubchapterM) of the Code.

Investment income and realized capital gains on the assets of the Separate Account are reinvested and taken into account indetermining the value of the Separate Account and each Contract. No charge currently will be made to any contract or to the SeparateAccount for our federal income taxes which may be attributable to the Separate Account. We reserve the right to make a deduction fortaxes with respect to such items in the future. If imposed, such charge would be equal to the federal income taxes attributable to theinvestment results of the Separate Account.

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Taxation of Annuities in General—Nonqualified PlansCode section 72 governs taxation of annuities. In general, a policyholder (Contract owner) is not taxed on increases in the value of an

annuity contract until a distribution is made. However, in certain cases, the increase in value may be subject to tax currently. See“Contracts Owned by Non-Natural Persons,” “Owner Control” and “Diversification Standards” below.

The policyholder may elect one of the available death benefit guarantees under the contract. One or more of the options availablemay, in some cases, exceed the greater of the sum of premium payments or the Contract Value. The IRS may take the position withrespect to these death benefit guarantees that they are not part of the annuity contract. In such a case, the charges against the cash valueof the annuity contract or charges withheld from a rollover for the benefits would be considered distributions subject to tax, includingpenalty taxes, and charges withheld from purchase payments for the contract would not be deductible. If the IRS were to take thisposition, we would take all reasonable steps to avoid this result, which would include the right to amend the contract, with appropriatenotice to you. You should consult with your tax advisor before electing a death benefit guarantee under this contract or any amendments,benefits or endorsements to the contract.

Surrenders or Withdrawals Prior to the Annuity Starting Date or Contract Maturity DateCode section 72 provides that a withdrawal or surrender of the contract prior to the annuity starting date or contract Maturity Date

will be treated as taxable income to the extent the amounts held under the contract exceeds the “investment in the contract.” The“investment in the contract” is that portion, if any, of contract purchase payments (premiums) that have not been excluded from thepolicyholder’s gross income (“after-tax monies”). The taxable portion is taxed as ordinary income in an amount equal to the value of theamount received in excess of the “investment in the contract” on account of a withdrawal or surrender of a contract. This taxable portionis referred to as “gain” or “contract gain”. For purposes of this rule, a pledge, loan or assignment of a contract is treated as a paymentreceived on account of a withdrawal from a contract and the amount of the pledge, loan or assignment will be taxed as if received in cashby the policyholder.

Surrenders, Withdrawals, or Annuity Payments On or After the Annuity Starting Date or Contract Maturity DateUpon receipt of a lump sum payment under the contract, the policyholder is taxed on the portion of the payment that exceeds the

investment in the contract. Ordinarily, such taxable portion is taxed as ordinary income.

For amounts received as an annuity, which are amounts payable at regular intervals over a period of more than one full year from thedate on which they are deemed to begin, the taxable portion of each payment is determined by using a formula known as the “exclusionratio,” which establishes the ratio that the investment in the contract bears to the total expected amount of annuity payments for the termof the contract. That ratio is then applied to each fixed payment to determine the non-taxable portion of the payment. The remainingportion of each payment is taxed as ordinary income. For variable payments, the taxable portion is determined by a formula thatestablishes a specific dollar amount of each payment that is not taxed. The dollar amount is determined by dividing the investment in thecontract by the total number of expected periodic payments. The remaining portion of each payment is taxed as ordinary income. Avariable contract may have annuity distribution options under which the payments are fixed or variable.

Once the excludable portion of annuity payments equals the investment in the contract, the balance of the annuity payments will befully taxable. For certain types of qualified plans or IRAs, there may be no investment in the contract resulting in the full amount of thepayments being taxable. For annuities issued in connection with qualified employer retirement plans, a simplified method of determiningthe exclusion ratio applies. This simplified method does not apply to IRAs.

Withholding of federal income taxes on all distributions may be required unless the policyholder properly elects not to have anyamounts withheld and notifies our Operations Division of that election on the required forms and under the required certifications.Certain policyholders cannot make this election.

Partial AnnuitiziationIf permitted by contract, a policyholder can elect to only designate a portion of the annuity contract as paid as an amount received as

an annuity. To qualify, the payments must be paid out over a period of 10 years or more. The portion so designated will be treated as aseparate contract for annuity taxation purposes. For purposes of applying the rules for the calculation of the exclusion ratio for annuitydistributions, the definitions of “investment in the contract,” “expected return,” and “annuity starting date”, and the provisions for thetaxation of distributions from the annuity for amounts received before the contract maturity date, the investment in the contract will beallocated pro rata between each portion of the contract from which amounts are received as an annuity, and the portion of the contractfrom which amounts are not received as an annuity.

Penalty Tax on Certain Surrenders and Withdrawals—Nonqualified Contracts (Contracts not issued in connection with qualifiedplans or IRAs)

Amounts surrendered, withdrawn or distributed before the policyholder/taxpayer reaches age 59 ½ are subject to a penalty tax equalto ten percent (10%) of the portion of such amount that is includable in gross income. However, the penalty tax will not apply towithdrawals: (i) made on or after the death of the policyholder (or where the holder is not an individual, the death of the “primaryAnnuitant,” defined as the individual the events in whose life are of primary importance in affecting the timing and amount of the payoutunder the contract); (ii) attributable to the taxpayer’s becoming totally disabled within the meaning of Code section 72(m)(7); (iii) whichare part of a Series of substantially equal periodic payments made (not less frequently than annually) for the life (or life expectancy) of

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the taxpayer, or the joint lives (or joint life expectancies) of the taxpayer and his or her beneficiary; (iv) from certain qualified plans (suchdistributions may, however, be subject to a similar penalty under Code section 72(t) relating to distributions from qualified retirementplans and to a special penalty of 25% applicable specifically to SIMPLE IRAs or other special penalties applicable to Roth IRAs); (v)allocable to investment in the contract before August 14, 1982; (vi) under a qualified funding asset (as defined in Code section 130(d));(vii) under an immediate annuity contract (as defined in Code section 72(u)(4)); or (viii) that are purchased by an employer ontermination of certain types of qualified plans and which are held by the employer until the employee separates from service. Please notethat future legislation or regulations may modify the conditions under which distributions may be received without tax penalty.

Separate tax withdrawal penalties apply to qualified plans and IRAs. See “Penalty Tax on Certain Surrenders and Withdrawals fromQualified Plans and IRAs.”

Additional Considerations

Distribution-at-Death RulesFor a contract issued other than in connection with a qualified plan or an IRA, in order to be treated as an annuity contract for federal

income tax purposes, a contract must provide the following two distribution rules: (a) if the policyholder dies on or after the contractMaturity Date, and before the entire interest in the contract has been distributed, the remainder of the policyholder’s interest will bedistributed at least as rapidly as the method in effect on the policyholder’s death; and (b) if a policyholder dies before the contractMaturity Date, the policyholder’s entire interest generally must be distributed within five (5) years after the date of death, or if payable toa designated beneficiary, may be annuitized over the life or life expectancy of that beneficiary and payments must begin within one (1)year after the policyholder’s date of death. If the beneficiary is the spouse of the holder, the contract may be continued in the name of thespouse as holder. Similar distribution requirements apply to annuity contracts under qualified plans and IRAs.

If the primary Annuitant, which is not the policyholder, dies before the Maturity Date, the owner will become the Annuitant unless theowner appoints another Annuitant. If the policyholder is not an individual, the death of the primary Annuitant is treated as the death ofthe holder. When the holder is not an individual, a change in the primary Annuitant is treated as the death of the holder.

If the policyholder dies on or after the Maturity Date, the remaining payments, if any, under an Annuity Payment Option must be madeat least as rapidly as under the method of distribution in effect at the time of death.

Any death benefits paid under the contract are taxable to the beneficiary at ordinary rates to the extent amounts exceed investment inthe contract. The rules governing the taxation of payments from an annuity contract, as discussed above, generally apply whether thedeath benefits are paid as lump sum or annuity payments. Estate taxes and state income taxes may also apply.

Each beneficiary will need to select the death benefit option from among those set forth in the contract which are applicable to thenamed beneficiary. If an option is not selected, the death benefit, if any, will be paid pursuant to the default death benefit payment optionset forth in the contract. No beneficiary will be defaulted to any spousal continuance option.

Transfer of Annuity ContractsTransfers of contracts for less than full and adequate consideration at the time of such transfer will trigger taxable income on the gain

in the contract, with the transferee getting a step-up in basis for the amount included in the policyholder’s income. This provision doesnot apply to transfers between spouses or transfers incident to a divorce.

Contracts Owned by Non-Natural PersonsIf a non-natural person (for example, a corporation) holds the contract, the income on that contract (generally the increase in the net

surrender value less the premium payments paid) is includable in income each year. The rule does not apply where the non-naturalperson is an agent for a natural person, such as a trust in which the beneficial owner is a natural person. The rule also does not applywhere the annuity contract is acquired by the estate of a decedent, where the contract is held under a qualified plan or an IRA, where thecontract is a qualified funding asset for structured settlements, or where the contract is purchased on behalf of an employee upontermination of a qualified plan.

Section 1035 ExchangesCode section 1035 provides, in general, that gain or loss is deferred upon the exchange of one annuity contract for another or the

exchange of one annuity contract for a long-term care contract. Any such gain or loss is later recognized upon a recognition event(including withdrawal, death, surrender or annuitization). For non-qualified contracts, the contract proceeds must be transferred directlyfrom one insurer to another insurer; they cannot be sent to the policyholder by the original insurer and then transmitted from thepolicyholder to the new insurer.

Exchanges are permitted of the entire contract or a portion of the contract. A partial exchange will qualify for tax deferral undersection 1035 if no amount, other than an amount received as an annuity for 10 years or more during one or more lives, is received undereither the original contract or new contract during 180 days beginning on date of transfer. Policyholders contemplating exchanges shouldconsult their tax and/or legal advisors.

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Multiple ContractsCode section 72(e)(12)(A)(ii) provides that for purposes of determining the amount of any distribution under Code section 72(e)

(amounts not received as annuities) that is includable in gross income, all annuity contracts issued by the same insurer (or affiliate) tothe same policyholder during any calendar year are to be aggregated and treated as one contract. Thus, any amount received under anysuch contract prior to the contract Maturity Date, such as a withdrawal, will be taxable (and possibly subject to the 10% penalty tax) tothe extent of the combined income in all such contracts.

Additional Tax on Net Investment IncomeIn addition to income tax and any penalty tax, beginning for tax years after December 31, 2012, income from annuities is included in

the definition of “net investment income” for purposes of new section 1411 of the Code and may be subject to an additional tax of 3.8percent. Section 1411 applies to individual whose modified adjusted gross income exceeds the threshold amount. The threshold amountis $250,000 in the case of a joint return or surviving spouse, $125,000 in the case of a married individual filing a separate return, and$200,000 in any other case. The threshold amount is subject to modification. Further information regarding this additional tax may beforthcoming from the IRS prior to the effective date.

Diversification Standards

Diversification RegulationsCode section 817(h) requires that all contracts be adequately diversified. Treasury regulations define the requirements and generally

permit these requirements to be satisfied using separate accounts with separate funds or series of a fund, each of which meets therequirements. The regulations generally require that, on the last day of each calendar quarter the assets of the separate accounts orseries be invested in no more than:

55% in any 1 investment

70% in any 2 investments



A “look-through” rule applies to treat a pro rata portion of each asset of a Series as an asset of the Separate Account, and each Seriesof the funds are tested for compliance with the percentage limitations. For purposes of these diversification rules, all securities of thesame issuer are treated as a single investment, but each United States government agency or instrumentality is treated as a separateissuer.

We represent that we intend to comply with the Diversification Regulations to assure that the contracts continue to be treated asannuity contracts for federal income tax purposes.

Owner Control (Investor Control)The Treasury Department has indicated that the Diversification Regulations do not provide exclusive guidance regarding the

circumstances under which policyholder control of the investments of the Separate Account will cause the policyholder to be treated asthe owner of the assets of the Separate Account. It is also critical that the insurance company and not the policyholder have control ofthe assets held in the separate accounts. A policyholder can allocate Account Values from one fund of the separate account to anotherbut cannot direct the investments each fund makes. If a policyholder has too much “investor control” of the assets supporting theseparate account funds, then the policyholder may be taxed on the gain in the contract as it is earned.

In 2003, the IRS issued formal guidance that indicated that if the number of underlying mutual funds available in a variable insurancecontract does not exceed 20, the number of underlying mutual funds alone would not cause the contract to not qualify for the desired taxtreatment. This guidance also states that exceeding 20 investment options may be considered a factor, along with other factors, includingthe number of transfer opportunities available under the contract, when determining whether the contract qualifies for the desired taxtreatment. The Revenue Ruling did not indicate any specific number of underlying mutual funds that would cause the contract to notprovide the desired tax treatment but stated that whether the owner of a variable contract is to be treated as the owner of the assets heldby the insurance company under the contract will depend on all of the facts and circumstances.

The Revenue Ruling considered certain variable annuity and variable life insurance contracts and held that the types of actual andpotential control that the policyholder could exercise over the investment assets held by the insurance company under the variablecontracts was not sufficient to cause the policyholder to be treated as the owner of those assets and thus to be subject to current incometax on the income and gains produced by those assets. Under this contract, like the contracts described in the Revenue Ruling, there isno arrangement, plan, contract, or agreement between the policyholder and us regarding the availability of a particular investment optionand, other than the policyholder’s right to allocate premium payments and transfer funds among the available investment options, allinvestment decisions concerning the investment options will be made by us or an advisor in its sole and absolute discretion.

At this time, it cannot be determined whether additional guidance will be provided on this issue and what standards may be containedin such guidance. Should there been additional rules or regulations on this issue, including limitations on the number of underlyingmutual funds, transfers between or among underlying mutual funds, exchanges of underlying mutual funds or changes in investment

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objectives of underlying mutual funds such that the contract would no longer qualify for tax deferred treatment, we reserve the right tomodify the contract to the extent required to maintain favorable tax treatment. Please note that this contract may offer more than 20investment options; however, we believe that this fact alone does not indicate that the investor control requirements have been violated.

At this time, it cannot be determined whether additional guidance will be provided on this issue and what standards may be containedin such guidance. Should there been additional rules or regulations on this issue, including limitations on the number of underlyingfunds, transfers between or among underlying funds, exchanges of underlying funds or changes in investment objectives of underlyingfunds such that the contract would no longer qualify as an annuity for tax purposes, we reserve the right to modify the contract to theextent required to maintain annuity tax treatment.

Diversification Regulations and IRA/Qualified PlansCode section 817(h) applies to a variable annuity contract other than a pension plan contract. qualified plans and IRAs, are defined as

pension plan contracts for these purposes. Notwithstanding the exception of IRA/qualified plan contracts from application of thediversification rules, all available investments will be structured to comply with the diversification regulations and investor controllimitations because the investments serve as the investment vehicle for non-qualified contracts as well as qualified plan and IRAcontracts.

Taxation of Annuities in General—Qualified Plans and IRAsThe contracts may be used with several types of IRAs and qualified plans including: Section 403(b) contracts (also referred to as Tax-

Sheltered Annuities (TSAs) or Tax-Deferred Annuities (TDAs)), Traditional IRAs, SEP IRAs, SIMPLE IRAs, SARSEP IRAs, Roth IRAs,Corporate Pension and Profit-sharing Plans and State Deferred Compensation Plans. For purposes of this discussion, all will be treatedas qualified plans. The specific tax rules applicable to participants in such qualified plans vary according to the type of plan and the termsand conditions of the plan itself. No attempt is made here to provide more than general information about the use of the contracts withthe various types of qualified plans. We reserve the right at any time to discontinue the availability of this contract for use with some ofall of these qualified plans. Participants under such qualified plans as well as policyholders, annuitants and beneficiaries, are remindedthat the rights of any person to any benefits under such qualified plans may be subject to the terms and conditions of the plansthemselves or limited by applicable law, regardless of the terms and conditions of the contract issued in connection therewith. Federal orstate requirements, including ERISA, may impact the person entitled to death benefits under the contract. Consequently, a policyholder’snamed beneficiary designation or elected annuity payment option may not be enforceable.

The owner of the contract may elect one of the available death benefit guarantees under the contract. We are of the opinion that thedeath benefit guarantees available under the contract are part of the annuity contract. One or more of the death benefit guaranteesavailable may exceed the greater of the sum of premium payments or the Contract Value. The contract and its amendments, benefits orendorsements (together referred to herein as the “contract”) have not been reviewed by the IRS for qualification as an IRA or any otherqualified plan. Moreover, the IRS has not issued formal guidance concerning whether any particular death benefit option such as thoseavailable under the contract complies with the qualification requirements for an IRA or any other qualified plan.

There is a risk that the IRS would take the position that one or more of the death benefit guarantees are not part of the annuitycontract. In such a case, charges against the cash value of the annuity contract or charges withheld from a rollover for the benefits wouldbe considered distributions subject to tax, including penalty taxes. While we regard the death benefit guarantees available under thecontract as a permissible benefit under an IRA, the IRS may take a contrary position regarding tax qualification resulting in deemeddistributions. If the IRS were to take this position, we would take all reasonable steps to avoid this result, which would include the rightto amend the contract, with appropriate notice to you. You should consult with your tax advisor before electing a death benefit optionunder this contract for an IRA or other qualified plan.

Certain death benefit guarantees may be purchased under the contract. IRAs and other qualified contracts generally may not invest inlife insurance contracts. There is a risk that IRS may consider these death benefit guarantees “incidental death benefits.” There is a limiton the amount of the incidental death benefits allowable for qualified contracts. If the death benefit(s) selected are considered to exceedthese limits, the benefit(s) could result in taxable income to the owner of the IRA or qualified contract. Furthermore, the Code providesthat the assets of an IRA may not be invested in life insurance, but may provide, in the case of death during the accumulation phase, fora death benefit payment equal to the greater of sum of premium payments (less withdrawals) or Contract Value. This contract offersdeath benefits, which may exceed the greater of sum of premium payments (less withdrawals) or Contract Value. If the IRS determinesthat these benefits are providing life insurance, the contract may not qualify as an IRA or other qualified contract. That determinationcould result in the immediate taxation of amounts held in the contract and the imposition of penalty taxes. You should consult your taxadvisor regarding these features and benefits prior to purchasing a contract.

Distributions from qualified plans eligible to be rolled over to new contracts but which are paid to the policyholder directly generallywill be subject to 20 percent income tax withholding. These distributions are “Eligible Rollover Distributions.” Mandatory withholding canbe avoided if the policyholder arranges for a direct rollover or trustee-to-trustee transfer to another IRA/qualified plan. These mandatorywithholding rules apply to all taxable distributions from qualified plans except (a) distributions required under the Code, such as requiredminimum distributions, (b) substantially equal distributions made over the life (or life expectancy) of the employee, or for a term certain

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of 10 years or more and (c) the portion of distributions not includable in gross income (i.e., return of after-tax contributions). Themandatory withholding rules do not apply to IRAs, however, a distribution from an IRA is taxable unless the IRA funds are reinvested inanother IRA within a statutory time of 60 days.

The contracts sold by us in connection with certain qualified plans will utilize annuity tables that do not differentiate on the basis ofsex. Such annuity tables also will be available for use in connection with certain non-qualified deferred compensation plans.

There are numerous income tax rules governing qualified plans, including rules with respect to: coverage, participation, maximumcontributions, required distributions, penalty taxes on early or insufficient distributions and income tax withholding on distributions. Thisdiscussion does not address these plan requirements in detail. The following are general descriptions of the various types of qualifiedplans and of the use of the contracts in connection therewith. Individuals are urged to consult with their own tax or legal advisors.

Tax Sheltered Annuities (“TSAs”), Tax Deferred Annuities (“TDAs”), Section 403(b)Code section 403(b) permits public school systems and certain types of charitable, educational and scientific organizations, generally

specified in Code section 501(c)(3), to purchase annuity contracts on behalf of their employees and, subject to certain limitations, allowsemployees of those organizations to exclude the amount of payments from gross income for federal income tax purposes. These annuitycontracts are commonly referred to as TSAs, TDAs, or 403(b)s.

Code section 403(b)(11) imposes certain restrictions on a policyholder’s ability to make withdrawals from, or surrenders of, section403(b) contracts. Specifically, section 403(b)(11) allows a surrender or withdrawal only (a) when the employee attains age 59 ½,separates from service, dies or becomes disabled (as defined in the Code), or (b) in the case of hardship. In the case of hardship, thedistribution amount cannot include any income earned under the contract. Section 403(b)(11), applies only with respect to distributionsfrom section 403(b) contracts which are attributable to assets other than assets held as of the close of the last year beginning beforeJanuary 1, 1989. Thus, the distribution restrictions do not apply to assets held as of December 31, 1988.

In addition, in order for certain types of contributions under a section 403(b) contract to be excluded from taxable income, theemployer must comply with certain nondiscrimination requirements. The responsibility for compliance is with the employer and not withthe issuer of the underlying annuity contract.

If a policyholder requests a distribution due to attaining age 59 ½, separation from service or becoming disabled, the policyholdermust follow specific written documentation requirements, in a form acceptable to us, before we can process the distribution.

If a policyholder requests a distribution as a result of hardship, the employer must specifically authorize the distribution. It is not theresponsibility of the contract issuer to monitor compliance with IRS regulations relating to hardship distributions. If a hardshipdistribution is desired, the policyholder must follow the requirements set forth by the employer and we must receive consent by theemployer, in a form acceptable to us, to process the distribution.

If certain contractual requirements are met, loans may be made available under section 403(b) contracts. A loan from a participant’sContract Value may be requested only if the contract provides for loans and if the employer specifically permits and authorizes eachspecific loan. There are specific limits in the Code on the amount of the loan and the term of the loan. It is not the responsibility of thecontract issuer to monitor compliance with these requirements. If a loan is desired, the policyholder must follow the requirements setforth by the employer and we must receive consent by the employer, in a form acceptable to us, to process the loan.

If we are directed by the participant, the loan may be taken from specific investment options. Otherwise, the loan is takenproportionately from all investment options. The loan must be at least $1,000 and the maximum loan amount is the greater of: (a) 90%of the first $10,000 of Contract Value minus any withdrawal charge; and (b) 50% of the Contract Value minus any withdrawal charge. Themaximum loan amount is $50,000. If loans are outstanding from any other tax-qualified plan, then the maximum loan amount of thecontract may be reduced from the amount stated above in order to comply with the maximum loan amount requirements under section72(p) of the Code. Amounts borrowed from a Market Value Adjustment (“MVA”) account are subject to the same market valueadjustment as applies to transfers from the MVA.

Interest will be charged on the loan, in the amount set forth in the contract. This interest is payable to us.

Loan repayments will first pay any accrued loan interest. The balance will be applied to reduce the outstanding loan balance and willalso reduce the amount of the Loan Security Account by the same amount that the outstanding loan balance is reduced. The LoanSecurity Account is part of the general account and is the sole security for the loan. It is increased with all loan amounts taken andreduced by all repayments of loan principal. The balance of loan repayments, after payment of accrued loan interest, will be credited tothe investment options of the Separate Account or the GIA in accordance with the participant’s most recent premium payments allocationon file with us, except that no amount will be transferred to the MVA.

Under section 72(p), if a loan payment is not paid within 90 days after the payment was due, then the entire loan balance plusaccrued interest will be in default. In the case of default, the outstanding loan balance plus accrued interest will be deemed a distributionfor income tax purposes, and will be reported as such pursuant to Code requirements. At the time of such deemed distribution, interestwill continue to accrue until such time as an actual distribution occurs under the contract.

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As of January 1, 2009, there are new Income Tax Regulations impacting section 403(b) plans, including the requirement that theemployer have a written Plan and that the Plan indicate the identity of the providers permitted under the Plan. We are not administratorsof section 403(b) Plans; we are providers of annuity contracts authorized under specific Plans. We will exchange required informationwith the employer and/or authorized plan administrator, upon request. As a result of these regulations and requirements set forth by theemployer, we may require additional documentation prior to executing transactions involving contracts issued in connection with section403(b) plans. These documentation requirements may change from time to time.

Keogh PlansThe Self-Employed Individual Tax Retirement Act of 1962, as amended permitted self-employed individuals to establish “Keoghs” or

qualified plans for themselves and their employees. The tax consequences to participants under such a plan depend upon the terms ofthe plan. In addition, such plans are limited by law with respect to the maximum permissible contributions, distribution dates,nonforfeitability of interests, and tax rates applicable to distributions. In order to establish such a plan, a plan document must be adoptedand implemented by the employer, as well as approved by the IRS. Annuity contracts may be funding vehicles under a Keogh plan. Wemay issue such a contract but specifically are not a plan administrator or plan trustee.

Individual Retirement AnnuitiesVarious sections of the Code permit eligible individuals to contribute to individual retirement programs known as “Traditional IRAs”,

“Roth IRAs”, “SEP IRA”, “SARSEP IRA”, “SIMPLE IRA”, and “Deemed IRAs”. Each of these different types of IRAs is subject tolimitations on the amount that may be contributed, the timing of contributions, the persons who may be eligible and on the time whendistributions shall commence. In addition, distributions from certain other types of qualified plans may be transferred into an IRA.Participant loans are not allowed under IRA contracts. Details about each of these different types of IRAs are included in the respectivecontract endorsements.

Corporate Pension and Profit-Sharing PlansCode section 401(a) permits corporate employers to establish various types of retirement plans for employees.

These retirement plans may permit the purchase of the contracts to provide benefits under the Plan. Contributions to the Plan for thebenefit of employees will not be includable in the gross income of the employee until distributed from the Plan. The tax consequences toparticipants may vary depending upon the particular Plan design. However, the Code places limitations and restrictions on all Plans,including on such items as: amount of allowable contributions; form, manner and timing of distributions; transferability of benefits;vesting and nonforfeitability of interests; nondiscrimination in eligibility and participation; and the tax treatment of distributions,withdrawals and surrenders. Purchasers of contracts for use with Corporate Pension or Profit-sharing Plans should obtain independenttax advice as to the tax treatment and suitability of such an investment. Annuity contracts may be funding vehicles under a plan. We mayissue such a contract but specifically are not a plan administrator or plan trustee.

Deferred Compensation Plans With Respect to Service for State and Local Governments and Tax Exempt OrganizationsCode section 457 provides for certain deferred compensation plans with respect to service for state and local governments and

certain other entities. The contracts may be used in connection with these plans; however, under these plans if issued to tax exemptorganizations, the policyholder is the plan sponsor, and the individual participants in the plans are the Annuitants. Under such contracts,the rights of individual plan participants are governed solely by their agreements with the plan sponsor and not by the terms of thecontracts. Annuity contracts may be funding vehicles under a plan. We may issue such a contract but specifically are not a planadministrator or plan trustee.

Tax on Surrenders and Withdrawals from Qualified Plans and IRAsIn the case of a withdrawal under a qualified plan or IRA, a ratable portion of the amount received is taxable, generally based on the

ratio of the individual’s after-tax cost basis to the individual’s total accrued benefit under the retirement plan. Special tax rules may beavailable for certain distributions from a qualified plan. For many qualified plans and IRAs, the individual may have no after-taxcontributions and the entire amount received will be taxable. For Roth IRAs, if certain conditions are met regarding holding periods andage of the policyholder, lifetime withdrawals are received without tax.

Code section 72(t) imposes a 10% penalty tax on the taxable portion of any distribution from qualified retirement plans and IRAsother than Roth IRAs. The penalty is increased to 25% instead of 10% for SIMPLE IRAs if distribution occurs within the first two years ofthe participation in the SIMPLE IRA. These penalty taxes are in addition to any income tax due on the distribution. To the extent amountsdistributed are not includable in gross income no tax penalty will be imposed.

The tax penalty will not apply to the following distributions: (a) if distribution is made on or after the date on which the policyholderor Annuitant (as applicable) reaches age 59 ½; (b) distributions following the death the policyholder or Annuitant (as applicable); (c)distributions attributable to the policyholder or Annuitant (as applicable) being disabled within the meaning of section 72(m)(7), (d) afterseparation from service, distributions that are part of substantially equal periodic payments made not less frequently than annually forthe life (or life expectancy) of the policyholder or Annuitant (as applicable) or the joint lives (or joint life expectancies) of suchpolicyholder or Annuitant (as applicable) and his or her designated beneficiary; (e) distributions to a policyholder or Annuitant (asapplicable) who has separated from service after he has attained age 55; (f) distributions made on account of an IRS levy on the IRA orplan, (g) distributions made to the policyholder or Annuitant (as applicable) to the extent such distributions do not exceed the amount

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allowable as a deduction under Code section 213 to the policyholder or Annuitant (as applicable) for amounts paid during the taxableyear for medical care; (h) distributions made to an alternate payee pursuant to a qualified domestic relations order; (i) distributions froman IRA for the purchase of medical insurance (as described in section 213(d)(1)(D) of the Code) for the policyholder and spouse anddependents if the certain conditions are met; (j) distributions from IRAs for certain qualified educational expenses of the policyholder,spouse, children or grandchildren; (k) distributions from IRA for qualified first-time home purchase expenses; (l) distributions fromretirement plans to individuals called to active military. The exceptions stated in items (e) and (h) above do not apply in the case of anIRA. The exception stated in item (d) applies to an IRA without the requirement that there be a separation from service. Please note thatfuture legislation or regulations may modify the conditions under which distributions may be received from a qualified plan or IRAwithout tax penalty.

Generally, distributions from a qualified plan or IRA must commence no later than April 1 of the calendar year following the later of:(a) the year in which the employee attains age 70 ½ or (b) the calendar year in which the employee retires. The date set forth in (b) doesnot apply to an IRA. The required distribution rules do not apply to Roth IRAs. This commencement date is referred to as the “requiredbeginning date.” Required distributions must be over a period not exceeding the life expectancy of the individual or the joint lives or lifeexpectancies of the individual and his or her designated beneficiary. If the required minimum distributions are not made, a 50% penaltytax is imposed as to the required amount not distributed.

The amount that must be distributed is based on Code rules relating to “Required Minimum Distributions.” This RMD takes intoconsideration the individual’s age, marital status, and account balance, as well as the actuarial value of additional benefits under thecontract. The individual will have options regarding computation of the RMD amount; these options are selected at the time that thepayments begin.

An individual is required to take distributions from all of his or her retirement accounts; however, if the individual has two or moreaccounts, the total amount of RMDs can be taken from one of the multiple accounts. For example, if the individual has a traditional IRAand a section 403(b) contract, the individual will have an RMD amount relating to each of these retirement vehicles. The individual cantake the total of two RMDs from either or both of the two contracts.

We are required to file an information return with the IRS, with a copy to the participant, of the total account value of each account.This information return will also indicate if RMDs are required to be taken. We will provide information to each policyholder concerningthe RMD computations for his or her annuity contract.

In addition to RMDs during the life of the individual, there are also required after-death distributions. These after-death RMDs apply toall qualified plans and IRAs, including Roth IRAs. The beneficiary of the contract may take payments earlier than provided under theseafter-death RMD rules, such as immediately after death, but cannot delay receipt of payments after the dates specified under these rules.

Under the after-death RMD rules, if the original policyholder died prior to the required beginning date, and designated a contractbeneficiary, then the full account value must be distributed either by the end of the fifth calendar year after the year of the owner’s deathor over a period of no longer than the life expectancy of the oldest individual beneficiary. If the payments are to be over the lifeexpectancy, the first payment must be received by December 31st of the year following the year of death. If the owner did not name acontract beneficiary or if the beneficiary was a non-natural person (such as an entity or the owner’s estate), then the life expectancypayouts are not permitted and only the five-year rule is permitted.

If the policyholder died after the required beginning date and designed a contract beneficiary, then the maximum payout period is thelonger of the life expectancy of the named beneficiary or the remaining life expectancy of the original policyholder. If there was no namedcontract beneficiary or if the beneficiary was a non-natural person (such as an entity or the owner’s estate), then the only paymentpermitted is based on the remaining life expectancy of the original policyholder.

In all cases, if the beneficiary is the surviving spouse, there are special spousal continuation rules under which the spouse can treatthe contract as his or her own and delay receiving payments until the spouse attains his or her own required beginning date. Eachbeneficiary will need to select the death benefit option from among those set forth in the contract which are applicable to the namedbeneficiary. If an option is not selected, the death benefit, if any, will be paid pursuant to the default death benefit payment option setforth in the contract. No beneficiary will be defaulted to any spousal continuance option.

Withholding and Information ReportingWe are required to file information returns with the IRS and state taxation authorities in the event that there is a distribution from

your contract that may have tax consequences and in certain other circumstances. In order to comply with our requirements, from timeto time, we request that the policyholder or beneficiary provide certain information, including social security number or tax identificationnumber and current address.

In addition to information reporting, we are also required to withhold federal income taxes on the taxable portion of any amountsreceived under the contract unless a valid election is made to not have any withholding or in certain other circumstances. An election ofno withholding is not permitted if a correct social security number or other taxpayer identification number is not provided or if the IRSadvises that withholding is required. Special withholding rules apply to payments made to nonresident aliens.

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You are liable for payment of federal income taxes on the taxable portion of any amounts received under the policy. You may besubject to penalties if your withholding or estimated tax payments are insufficient. Certain states also require withholding of state incometaxes on the taxable portion of amounts received. State laws differ regarding the procedure by which these amounts are computed andthe extent to which a policyholder can elect out of withholding.

In 2004, the Department of Treasury ruled that income received by residents of Puerto Rico under a life insurance policy issued by aUnited States company is U.S.-source income that is subject to United States Federal income tax. This ruling is also understood to applyto other nonresident alien policyholders. Although the ruling was directed at a life insurance policy, it may also apply to an annuitycontract.

Spousal DefinitionFederal law requires that under the Code, the special provisions relating to a “spouse” relate only to persons considered as spouses

under the Defense of Marriage Act (DOMA), Pub. L. 104-199. Under this Act, same-sex marriages, civil union partners, domesticpartners or others in like status currently are not recognized as spouses for purposes of federal law. Therefore, any options afforded byfederal tax law to a “spouse “under the Code are currently not available to a same-sex spouse, domestic partner, civil union partner orother in like status. Same-sex spouses, civil union partners, domestic partners and others who own or are considering the purchase ofannuity products that provide benefits based upon status as a spouse should consult a tax advisor. In the event that federal law ischanged concerning treatment of same-sex spouses, civil union partners, domestic partners or other in like status, we will modify ourprocessing accordingly.

Seek Tax AdviceThe above description of federal income tax consequences of the different types of qualified plans which may be funded by the

contracts offered by this prospectus is only a brief summary meant to alert you to the issues and is not intended as tax advice. The rulesgoverning the provisions of qualified plans and IRAs are extremely complex and often difficult to comprehend. Anything less than fullcompliance with the applicable rules, all of which are subject to change, may have adverse tax consequences. A prospective Policyholderconsidering adoption of a qualified plan and purchase of a contract in connection therewith should first consult a qualified tax advisor,with regard to the suitability of the contract as an investment vehicle for the qualified plan or IRA.

Description of PHL VariableOverview

Our executive and administrative office is located at One American Row, Hartford, Connecticut, 06102-5056.

PHL Variable is a stock life insurance company which provides life insurance and annuity products through third-party distributors. Itwas incorporated in Connecticut on July 15, 1981 and is a wholly owned subsidiary of Phoenix Life Insurance Company (“Phoenix”)through its holding company, PM Holdings, Inc. Phoenix is also a life insurance company, which is wholly owned by PNX, whichprovides life insurance and annuity products through third-party distributors, supported by wholesalers and financial planning specialistsit employs. PNX was organized in Connecticut in 1851 and in connection with its merger in 1992 with Home Life Insurance Company,Phoenix redomiciled to New York.

On June 25, 2001, the effective date of its demutualization, Phoenix converted from a mutual life insurance company to a stock lifeinsurance company and became a wholly owned subsidiary of PNX. In addition, on June 25, 2001, PNX completed its initial publicoffering (IPO).

The following chart illustrates our corporate structure as of March 31, 2012.

The Phoenix Companies, Inc.

Phoenix Life Insurance Company100%

PHL Variable Insurance Company100%

Other Domestic and Foreign SubsidiariesVarious %s

Other Domestic and Foreign Subsidiaries100%

PM Holdings, Inc.100%

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The Separate AccountPHL Variable Separate Account MVA1 (“Separate Account”) is a non-unitized separate account established under Connecticut law.

Contract values attributable to the premium allocation and terms of the contract do not depend of the performance of the assets in theSeparate Account.

Under Connecticut law, all income, gains or losses of the Separate Account, whether realized or not, must be credited to or chargedagainst the amount placed in the Separate Account without regard to our other income, gains and losses. The assets of the SeparateAccount may not be charged with liabilities arising out of any other business that we may conduct. Obligations under the contracts areobligations of PHL Variable.

There are no discrete units in the Separate Account. No party with rights under any contract participates in the investment gain orloss from assets belonging to the Separate Account. Such gain or loss accrues solely to us. We retain the risk that the value of the assetsin the Separate Account may drop below the reserves and other liabilities it must maintain. If the Separate Account asset value dropsbelow the reserve and other liabilities we must maintain in relation to the contracts supported by such assets, we will transfer assetsfrom our General Account to the Separate Account. Conversely, if the amount we maintain is too much, we may transfer the excess toour General Account. The General Account supports all insurance and annuity obligations of PHL Variable and is made up of all of itsgeneral assets other than those allocated to any separate account such as the Separate Account. Unlike the Separate Account, theGeneral Account is subject to the claims of creditors of the Company and may be charged with liabilities arising out of any otherbusiness that we may conduct. Any amounts that we may transfer from our General Account to our Separate account are subject to ourlong-term ability to fund such transfers. You should look to the financial strength of the Company when considering our ability to coverany shortfall suffered by the Separate Account.

In establishing guaranteed rates for the Fixed Account, we intend to take into account the yields available on the instruments in whichwe intend to invest the proceeds from the contracts. The company’s investment strategy with respect to the proceeds attributable to thecontracts generally will be to invest mostly in investment-grade debt such that the asset portfolio duration closely matches that of theliabilities.

You should know that we may invest in non-investment grade bonds (sometimes referred to as “high yield” or “junk” bonds).Currently, these investments represent the highest quality tier within the below investment grade universe. Investment-grade or otherdebt instruments in which the company intends to invest the proceeds from the contracts include:

❖ Securities issued by the United States government or its agencies or instrumentalities.

❖ Debt securities which have a rating, at the time of purchase, within the six highest rating grades assigned by Moody’s InvestorsServices, Inc. (Aaa, Aa, A, Baa, Ba, or B), Standard & Poor’s Corporation (AAA, AA, A, BBB, BB, or B) or any other nationallyrecognized rating service.

❖ Other debt instruments, although not rated by Moody’s or Standard & Poor’s, are deemed by the company’s management to have aninvestment quality comparable to securities described above.

While the above generally describes our investment strategy with respect to the proceeds attributable to the contracts, we are notobligated to invest the proceeds according to any particular strategy, except as may be required by Connecticut and other state insurancelaw.

DistributorWe have entered into a distribution agreement with 1851 Securities, Inc. (“1851 Securities”), an affiliated broker-dealer, for the

distribution of the contracts. Prior to September 15, 2010, Phoenix Equity Planning Corporation an unaffiliated broker-dealer, served asdistributor of the contracts under the same type of arrangement as is described below for 1851 Securities.

We do not pay cash or any other compensation to 1851 Securities for sales of the contracts. We do cover certain expenses related toits operating and other expenses, including the following sales expenses: compensation and bonuses for 1851 Securities’ associatedpersons, advertising expenses, and other expenses of distributing the contracts. 1851 Securities’ associated persons also may be eligiblefor non-cash compensation items that we may provide jointly with 1851 Securities. Non-cash compensation items include conferences,seminars and the cost of attending (including travel, lodging and meals), entertainment, merchandise and other similar items.

1851 Securities’ principal executive offices are located at One American Row, P.O. Box 5056, Hartford, CT 06102-5056. 1851Securities is a registered broker-dealer under the Securities Exchange Act of 1934 and is a member of the Financial Industry RegulatoryAuthority (“FINRA”). PHL Variable is an indirect, wholly owned subsidiary of Phoenix.

1851 Securities enters into selling agreements with broker-dealers or entities registered under or exempt under the Securities Act of1934 (“selling brokers”).

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Sales commissions will be paid to registered representatives on purchase payments we receive under these contracts. PHL Variablewill pay a maximum total sales commission of 15% of premiums. To the extent that the surrender charge under the contracts is less thanthe sales commissions paid with respect to the policies, we will pay the shortfall from our General Account assets, which will include anyprofits we may derive under the contracts.

To the extent permitted by FINRA rules, overrides and promotional incentives or payments also may be provided to broker-dealersbased on sales volumes, the assumption of wholesaling functions, or other sales-related criteria. Additional payments may be made forother services not directly related to the sale of the contracts, including the recruitment and training of personnel, production ofpromotional literature and similar services.

ExpertsThe financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is

included in Management’s Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to theAnnual Report on Form 10-K for the year ended December 31, 2011 have been so incorporated in reliance on the report ofPricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditingand accounting.

Legal MattersKathleen A. McGah, Vice President and Counsel, PHL Variable Insurance Company, Hartford, Connecticut has provided opinions upon

legal matters relating to the validity of the securities being issued. Laurie D. Lewis, Counsel, Phoenix, has provided advice on certainmatters relating to income tax laws about the contracts.

Annual StatementsAt least once a year prior to the maturity date, we will send you a statement containing information about your contract value. For

more information, please contact your registered representative or call us at 1-800-541-0171.

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APPENDIX A – Deductions for Taxes – Qualified and Non-qualified Annuity Contracts

StateUpon

Premium PaymentUpon

Annuitization Non-qualified Qualified

California . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X 2.35% 0.50%

Florida3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X 1.00 1.00

Maine. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X 2.00

Nevada. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X 3.50

South Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X 1.251

Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X 0.042 0.04

West Virginia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X 1.00 1.00

Wyoming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X 1.00

Commonwealth of Puerto Rico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X 1.00 1.00

NOTE: The above tax deduction rates are as of January 1, 2012. No tax deductions are made for states not listed above. However, taxstatutes are subject to amendment by legislative act and to judicial and administrative interpretation, which may affect both theabove lists of states and the applicable tax rates. Consequently, we reserve the right to deduct tax when necessary to reflectchanges in state tax laws or interpretation.

For a more detailed explanation of the assessment of taxes, see “Deductions and Charges—Tax.”

1 South Dakota law exempts premiums received on qualified contracts from premium tax. Additionally, South Dakota law provides a lower rate of 0.8% that applies topremium payments received in excess of $500,000 in a single calendar year.

2 Texas charges an insurance department “maintenance fee” of .04% on annuity considerations, but the department allows this to be paid upon annuitization.3 Florida, while imposing a tax, grants exemption from the tax if the insurer can show the savings from the exemption is passed on to Florida policy owners.

A-1

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PHL Variable Insurance CompanyPO Box 22012Albany, NY 12201-2012

PHL Variable Insurance Company

A member of The Phoenix Companies, Inc.

phoenixwm.com

05FNDEIA

VA4399PR©2012 The Phoenix Companies, Inc. 4-12