PHOENIX LIFE INSURANCE COMPANY PHL VARIABLE INSURANCE COMPANY PHOENIX LIFE AND ANNUITY COMPANY

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1 PHOENIX LIFE INSURANCE COMPANY PHL VARIABLE INSURANCE COMPANY PHOENIX LIFE AND ANNUITY COMPANY Phoenix Life Variable Accumulation Account PHL Variable Accumulation Account Big Edge The Big Edge Choice The Big Edge Plus The Phoenix Edge VA Group Strategic Edge Phoenix Spectrum Edge The Big Edge Choice for New York Phoenix Spectrum Edge + The Phoenix Edge VA for New York Retirement Planner s Edge Phoenix Spectrum Edge Freedom Edge Phoenix Spectrum Edge + Phoenix Premium Edge Retirement Planner s Edge Phoenix Income Choice Freedom Edge Phoenix Investor s Edge Phoenix Income Choice Phoenix Asset Manager Phoenix Investor s Edge Phoenix Dimensions Phoenix Dimensions PHLVIC Variable Universal Life Account Phoenix Life Variable Universal Life Account Phoenix Benefit Choice VUL The Phoenix Edge Phoenix Joint Edge VUL The Phoenix Edge SPVL Phoenix Express VUL SM Flex Edge Phoenix Express VUL SM ( 06 ) Flex Edge Success The Phoenix Edge SVUL Joint Edge The Phoenix Edge VUL Individual Edge Estate Edge Phoenix Life and Annuity Variable Universal Life Account Estate Strategies Corporate Edge Corporate Edge Executive Benefit VUL Phoenix Executive VUL Phoenix Benefit Choice VUL Phoenix Joint Edge VUL SUPPLEMENT DATED OCTOBER 26, 2017 TO THE PROSPECTUSES This supplement should be read with the currently effective or last effective prospectus, along with any other applicable supplements, for the above listed variable annuity and variable universal life products. Effective on or about October 27, 2017, the Sentinel Variable Products Trust series ( Target Funds ) will be reorganized into the Touchstone Variable Series Trust series ( Acquiring Funds ). On April 18, 2017, Sentinel Asset Management, Inc. ( Sentinel ) entered into an agreement to sell its mutual fund asset management business to Touchstone Advisors, Inc. ( Touchstone Advisors ), investment advisor to the Touchstone family of mutual funds and an indirect, wholly-owned subsidiary of Western & Southern Mutual Holding Company In connection with Sentinel s decision to exit the mutual fund asset management business, Sentinel recommended and the Board of Trustees of Sentinel Funds has approved an Agreement and Plan of Reorganization (the Plan ) with respect to each fund of the Sentinel Variable Products Trust, each a Target Fund, pursuant to which the Target Fund would be reorganized (each, a Reorganization and collectively, the Reorganizations ) into a corresponding Touchstone Fund, each an Acquiring Fund, as set forth in the table below. On September 13, 2017, the Plan of Reorganization was approved by shareholder vote at a joint special meeting. Each Acquiring Fund is a newly organized series of the Touchstone Variable Series Trust, a Massachusetts business trust, that has been created solely for the purpose of completing the applicable Reorganization. Touchstone Advisors will serve as the investment advisor to the Acquiring Funds. Touchstone Advisors will employ Fort Washington Investment Advisors, Inc., (an affiliate of Touchstone Advisors) as sub-advisor to provide portfolio management services. TF1210 1

2 Target Funds Sentinel Variable Products Balanced Fund Sentinel Variable Products Bond Fund Sentinel Variable Products Common Stock Fund Sentinel Variable Products Small Company Fund Acquiring Funds Touchstone Balanced Fund Touchstone Bond Fund Touchstone Common Stock Fund Touchstone Small Company Fund Please be advised that Phoenix Life Insurance Company, PHL Variable Insurance Company and Phoenix Life and Annuity Company are not affiliated with Sentinel Asset Management, Inc. or Touchstone Advisors, Inc. and have no control or influence in this decision or the Plan. Upon the Reorganization, each Target Fund will transfer all of its assets to the Acquiring Fund in exchange for (i) the Acquiring Fund s assumption of the liabilities (other than certain excluded liabilities) of the Target Fund, as described in the Plan, and (ii) newly issued shares of the Acquiring Fund having a value equal to the aggregate net assets of the Target Fund transferred to the Acquiring Fund. As such, on the closing date the Acquiring Funds are added to the list of available investment options for the products listed above and Target Fund shareholders will become shareholders of the Acquiring Funds and will receive shares of the Acquiring Funds with a total net asset value equal to that of their shares of the Target Funds on the closing date. The Reorganizations are designed to be tax-free to shareholders. The Reorganizations are expected to take place on or about October 27, Effective October 27, 2017, any allocation of new premium or transfer of value to, or withdrawal or other request for redemption from, one of the subaccounts that invests in a Target Funds will be deemed to be an instruction for the subaccount investment option corresponding to the Acquiring Fund. If your variable life policy or annuity contract value is allocated to a subaccount that invests in a Target Fund at the time the Reorganizations occur, those subaccount units will be replaced by units corresponding to the subaccount that invests in the Acquiring Fund, and thereafter the policy or contract value will depend on the performance of the Acquiring Fund subaccount(s). The Reorganizations will not result in any change in the amount of your accumulated policy or contract value or in the dollar value of your investment in the separate account. The number of units in a subaccount investing in an Acquiring Fund that will be credited to your variable life policy or annuity contract as a result of the Reorganization(s) will depend on the value of the units of a subaccount investing in the Target Fund at the time the Reorganization(s) occurs. There will be no charge for any transfer of your account value to the subaccounts investing in the Acquiring Funds as a result of the Reorganizations nor will any such transfer count against any applicable number of free transfers you are allowed under your contract. In addition, the Reorganizations do not cause any fees or charges under your policy or contract to be greater, and it does not alter your rights or our obligations under the policy or contract. The Reorganizations are not expected to be a taxable event for federal income tax purposes. You should consult with your tax advisor as to the tax consequences for your individual situation. Summary information regarding investment options is provided herein (see Appendix Investment Options, below). For more detailed information regarding each underlying fund you should consult the fund prospectus which can be found on our website, or requested by writing to us at PO Box 8027, Boston, MA or calling You should carefully read the prospectus and consider the investment objectives, risks, charges, and expenses associated with any underlying investment option before investing. For all prospectuses including an Appendix Investment Options, the Appendix is deleted and replaced with the following: Please note: This information is intended to provide a brief summary of each fund s investment objective and advisor information. Not all funds listed here may be currently offered or available with your product. Fund Name Investment Objective Investment Advisor / Subadvisor Alger Capital Appreciation Portfolio 1,2 Long term capital appreciation Fred Alger Management, Inc. AB VPS Balanced Wealth Strategy Portfolio Achieve the highest total return consistent with AllianceBernstein L.P. the Adviser s determination of reasonable risk. Seeks investment results that correspond to the Calvert Research and Management Calvert VP S&P MidCap 400 Index Portfolio total return performance of U.S. common Subadvisor: Ameritas Investment Partners, stocks, as represented by the S&P MidCap 400 Inc. Index TF1210 2

3 Deutsche Equity 500 Index VIP Deutsche Small Cap Index VIP Fund Name Investment Objective Investment Advisor / Subadvisor Federated Fund for U.S. Government Securities II Federated High Income Bond Fund II Federated Prime Money Fund II Seeks to replicate, as closely as possible, before the deduction of expenses, the performance of the Standard & Poor s 500 Composite Stock Price Index, which emphasizes stocks of large US companies Seeks to replicate, as closely as possible, before the deduction of expenses, the performance of the Russell 2000 Index, which emphasizes stocks of small US companies The Fund s investment objective is to provide current income. The Fund s investment objective is to seek high current income. The Fund is a money market fund that seeks to maintain a stable net asset value (NAV) of $1.00 per Share. The Fund s investment objective is to provide current income consistent with stability of principal and liquidity. Long-term capital appreciation Deutsche Investment Management Americas Inc. Subadvisor: Northern Trust Investments, Inc. Deutsche Investment Management Americas Inc. Subadvisor: Northern Trust Investments, Inc. Federated Investment Management Company Federated Investment Management Company Federated Investment Management Company Fidelity VIP Contrafund Portfolio Fidelity Management & Research Company Subadvisor: FMR Co., Inc. Fidelity VIP Growth Opportunities Portfolio Capital growth Fidelity Management & Research Company Subadvisor: FMR Co., Inc. Fidelity VIP Growth Portfolio Capital appreciation Fidelity Management & Research Company Subadvisor: FMR Co., Inc. As high a level of current income as is consistent Fidelity Management & Research Company Fidelity VIP Investment Grade Bond Portfolio with the preservation of capital Subadvisor: Fidelity Investments Money Management, Inc. Seeks capital appreciation. Under normal market Franklin Advisers, Inc. conditions, the fund invests predominantly in Franklin Flex Cap Growth VIP Fund equity securities of companies that the investment manager believes have the potential for capital appreciation. Seeks to maximize income while maintaining Franklin Advisers, Inc. Franklin Income VIP Fund prospects for capital appreciation. Under normal market conditions, the fund invests in both equity and debt securities. Seeks capital appreciation with income as a Franklin Mutual Advisers, LLC secondary goal. Under normal market Franklin Mutual Shares VIP Fund conditions, the fund invests primarily in U.S. and foreign equity securities that the investment manager believes are undervalued. Guggenheim VT Long Short Equity Fund 1,2 Seeks long-term capital appreciation. Guggenheim Investments Ibbotson Aggressive Growth ETF Asset Allocation Capital appreciation ALPS Advisors, Inc. Portfolio Subadvisor: Ibbotson Associates, Inc. Ibbotson Balanced ETF Asset Allocation Portfolio Capital appreciation and some current income ALPS Advisors, Inc. Subadvisor: Ibbotson Associates, Inc. Ibbotson Growth ETF Asset Allocation Portfolio Capital appreciation ALPS Advisors, Inc. Subadvisor: Ibbotson Associates, Inc. Ibbotson Income and Growth ETF Asset Allocation Current income and capital appreciation ALPS Advisors, Inc. Portfolio Subadvisor: Ibbotson Associates, Inc. Invesco V.I. American Franchise Fund Capital growth Invesco Advisers, Inc. Invesco V.I. Equity and Income Fund Capital appreciation and current income Invesco Advisers, Inc. Invesco V.I. Core Equity Fund 1,2 Long term growth of capital Invesco Advisers, Inc. Invesco V.I. Mid Cap Core Equity Fund 1,2 Long term growth of capital Invesco Advisers, Inc. Lazard Retirement U.S. Small-Mid Cap Equity Long term capital appreciation Lazard Asset Management LLC Portfolio 1,2 TF1210 3

4 Fund Name Investment Objective Investment Advisor / Subadvisor High current income and the opportunity for Lord, Abbett & Co. LLC Lord Abbett Series Fund Bond Debenture Portfolio capital appreciation to produce a high total return Lord Abbett Series Fund Growth and Income Long-term growth of capital and income without Lord, Abbett & Co. LLC Portfolio excessive fluctuations in market value Capital appreciation through investments, Lord, Abbett & Co. LLC Lord Abbett Series Fund Mid Cap Stock Portfolio primarily in equity securities, which are believed to be undervalued in the marketplace Neuberger Berman Advisors Management Trust Guardian Portfolio Long term growth of capital; current income is a secondary goal Neuberger Berman Management LLC Subadvisor: Neuberger Berman LLC Neuberger Berman Advisors Management Trust Mid Cap Growth Portfolio The Fund seeks growth of capital. Neuberger Berman Management LLC Subadvisor: Neuberger Berman LLC Oppenheimer Capital Appreciation Fund/VA Capital appreciation OFI Global Asset Management, Inc. Subadvisor: OppenheimerFunds, Inc. Oppenheimer Global Fund/VA Capital appreciation OFI Global Asset Management, Inc. Subadvisor: OppenheimerFunds, Inc. Oppenheimer Main Street Small Cap Fund /VA Capital appreciation OFI Global Asset Management, Inc. Subadvisor: OppenheimerFunds, Inc. PIMCO VIT CommodityRealReturn Strategy Portfolio Maximum real return consistent with prudent investment management. Pacific Investment Management Company LLC PIMCO VIT Real Return Portfolio Maximum real return, consistent with preservation of real capital and prudent Pacific Investment Management Company LLC investment management. PIMCO VIT Total Return Portfolio Maximum total return, consistent with preservation of capital and prudent investment management. Pacific Investment Management Company LLC Seeks to provide total returns that inversely correlate, before fees and expenses, to the price movements of a benchmark for U.S. Treasury Guggenheim Investments debt instruments or futures contracts on a Rydex VT Inverse Government Long Bond Strategy specified debt instrument on a daily basis. The Fund 1,2 fund s current benchmark is the daily price movement of the Long Treasury Bond. The fund does not seek to achieve its investment objective over a period of time greater than one day. Seeks to provide investment results that match, Guggenheim Investments before fees and expenses, the performance of a specific benchmark on a daily basis. The fund s Rydex VT Nova Fund 1,2 current benchmark is 150% of the performance of the S&P 500 Index. The fund does not seek to achieve its investment objective over a period of time greater than one day. Seeks long-term capital appreciation. Under Templeton Asset Management Ltd. Templeton Developing Markets VIP Fund normal market conditions, the fund invests at least 80% of its net assets in emerging markets investments. Seeks long-term capital growth. Under normal Templeton Investment Counsel, LLC market conditions, the fund invests at least 80% Templeton Foreign VIP Fund of its net assets in investments of issuers located outside the U.S., including those in emerging markets. Seeks long-term capital growth. Under normal Templeton Global Advisors Limited market conditions, the fund invests Templeton Growth VIP Fund predominantly in equity securities of companies located anywhere in the world, including emerging markets. TF1210 4

5 Fund Name Investment Objective Investment Advisor / Subadvisor Touchstone Balanced Fund 3 Seeks capital appreciation and current income Touchstone Advisors, Inc. Seeks to provide as high a level of current income as is consistent with the preservation of capital. Capital appreciation is a secondary goal. Subadvisor: Fort Washington Investment Advisors, Inc. Touchstone Advisors, Inc. Touchstone Bond Fund 3 Subadvisor: Fort Washington Investment Advisors, Inc. Touchstone Common Stock Fund 3 Subadvisor: Fort Washington Investment Seeks capital appreciation Touchstone Advisors, Inc. Advisors, Inc. Touchstone Small Company Fund 3 Subadvisor: Fort Washington Investment Seeks growth of capital Touchstone Advisors, Inc. Advisors, Inc. Long-term growth of capital. Virtus Investment Advisers, Inc. Virtus KAR Capital Growth Series Subadvisor: Kayne Anderson Rudnick Investment Management LLC Capital appreciation and current income Virtus Investment Advisers, Inc. Virtus Rampart Enhanced Core Equity Series Subadvisor: Rampart Investment Management Company, LLC High total return consistent with reasonable risk Virtus Investment Advisers, Inc. Virtus Duff & Phelps International Series Subadvisor: Duff & Phelps Investment Management Co Virtus Newfleet Multi-Sector Intermediate Bond Long-term total return Virtus Investment Advisers, Inc. Series Subadvisor: New Fleet Asset Management LLC Capital appreciation and income with Virtus Investment Advisers, Inc. Virtus Duff & Phelps Real Estate Securities Series approximately equal emphasis Subadvisor: Duff & Phelps Investment Management Company Long-term capital growth Virtus Investment Advisers, Inc. Virtus KAR Small-Cap Growth Series Subadvisor: Kayne Anderson Rudnick Investment Management LLC Long-term capital appreciation. Virtus Investment Advisers, Inc. Virtus KAR Small-Cap Value Series Subadvisor: Kayne Anderson Rudnick Investment Management LLC High total return over an extended period of time Virtus Investment Advisers, Inc. consistent with prudent investment risk Subadvisor(s): Duff & Phelps Investment Virtus Strategic Allocation Series Management Co. and Kayne Anderson Rudnick Investment Management, LLC (equity portion); New Fleet Asset Management LLC (fixed income portion) Wanger International Long-term growth of capital Columbia Wanger Asset Management, LLC Wanger Select Long-term growth of capital Columbia Wanger Asset Management, LLC Wanger USA Long-term growth of capital Columbia Wanger Asset Management, LLC This fund was closed to new investors on May 1, Contract/policy owners who had value allocated to a fund before its applicable closure date, the following restrictions apply: (1) only regular premium payments are allowed into the fund; (2) no transfers from other funds are allowed into the fund; (3) existing allocation percentages may only be reduced and the fund may not be added to an allocation schedule; (4) existing DCA percentages may only be reduced and the fund may not be added to a DCA allocation schedule; and (5) existing rebalancing percentages may only be reduced and the fund may not be added to the rebalancing allocation schedule. Available on or about October 30, TF1210 5

6 No longer available, on or about October 27, 2017: Sentinel Variable Products Balanced Fund Sentinel Variable Products Bond Fund Sentinel Variable Products Common Stock Fund Sentinel Variable Products Small Company Fund Seeks a combination of growth of capital and current income, with relatively low risk and relatively low fluctuations in value Seeks high current income while seeking to control risk Seeks a combination of growth of capital, current income, growth of income and relatively low risk as compared with the stock market as a whole Seeks growth of capital * * * * Sentinel Asset Management, Inc. Sentinel Asset Management, Inc. Sentinel Asset Management, Inc. Sentinel Asset Management, Inc. This supplement should be retained with the prospectus, as amended, for future reference. If you have any questions, please contact us at * This is intended as an inactive textual reference only. TF1210 6

7 Phoenix Life Variable Accumulation Account Big Edge The Big Edge Plus Group Strategic Edge The Big Edge Choice for New York The Phoenix Edge VA for New York Phoenix Spectrum Edge Phoenix Spectrum Edge + Retirement Planner s Edge Freedom Edge Phoenix Income Choice Phoenix Investor s Edge Phoenix Dimensions Phoenix Life Variable Universal Life Account The Phoenix Edge The Phoenix Edge SPVL Flex Edge Flex Edge Success Joint Edge Individual Edge Estate Edge Estate Strategies Corporate Edge Executive Benefit VUL Phoenix Executive VUL Phoenix Benefit Choice VUL Phoenix Joint Edge VUL PHOENIX LIFE INSURANCE COMPANY PHL VARIABLE INSURANCE COMPANY PHOENIX LIFE AND ANNUITY COMPANY PHL Variable Accumulation Account The Big Edge Choice The Phoenix Edge VA Phoenix Spectrum Edge Phoenix Spectrum Edge + Retirement Planner s Edge Freedom Edge Phoenix Premium Edge Phoenix Income Choice Phoenix Investor s Edge Phoenix Asset Manager Phoenix Dimensions PHLVIC Variable Universal Life Account Phoenix Benefit Choice VUL Phoenix Joint Edge VUL Phoenix Express VUL SM Phoenix Express VUL SM ( 06 ) The Phoenix Edge SVUL The Phoenix Edge VUL Phoenix Life and Annuity Variable Universal Life Account Corporate Edge SUPPLEMENT DATED OCTOBER 21, 2015 TO THE PROSPECTUSES This supplement should be read with the currently effective or last effective prospectus, along with any other applicable 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 ) is added, effective on the closing date of the merger, as an investment option to those products listed above. 1 TF1209

8 On June 24, 2015, the Board of Trustees of Neuberger Berman Advisers Management Trust approved a Plan of Reorganization and Dissolution (the Plan ) under which the Merging Fund will transfer all of its assets to the Surviving Fund in exchange for shares of the Surviving Fund. Please be advised that Phoenix Life Insurance Company, PHL Variable Insurance Company and Phoenix Life and Annuity Company are not affiliated with Neuberger 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 in exchange for Surviving Fund shares having an aggregate net asset value equal to the value of the Merging Fund s net assets, the Surviving Fund s assumption of all the liabilities of the Merging Fund, the distribution of Surviving Fund 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 for the products listed above and Merging Fund shareholders will become shareholders of the Surviving Fund and will receive shares of the Surviving Fund with a total net asset value equal to that of their shares of the Merging Fund on the closing date. The merger is designed to be tax-free to shareholders. The merger is expected to take place on or about November 6, 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. Until that date, you will be able to purchase and exchange shares in the Merging Fund indirectly through the subaccount investment option corresponding to the Merging Fund (the Merging Fund Subaccount ). Unless you inform us otherwise, effective November 5, 2015, any instruction to purchase or exchange shares to the Merging Fund Subaccount will be deemed to be an instruction for the subaccount investment option corresponding to the Surviving Fund ( Surviving Fund Subaccount ). Effective November 6, 2015, all such instructions that designate the Merging Fund will be deemed to be an instruction for the Surviving Fund Subaccount. This includes, but is not limited to, instructions for purchase payments, partial withdrawals, and transfer instructions (including instructions under any automatic or systematic transfer option). If your variable life policy or annuity contract value remains allocated to the Merging Fund Subaccount at the time the merger occurs, those units will be replaced by units corresponding to the Surviving Fund Subaccount, and thereafter the policy or contract value will depend on the performance of the Surviving Fund. The number of Surviving Fund Subaccount units you receive as a result of the merger will depend on the value of your Merging Fund 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 transfer your account value to a different investment option, the transfer will have no federal income tax consequences, and no charge, and it will not count against any applicable number of free transfers you are allowed under your contract. The merger does not result in any change in the amount of your accumulated policy or contract value or in the dollar value of your investment in the separate account. In addition, the merger does not cause any fees or charges under your policy or contract to be greater, it does not alter your rights or our obligations under the policy or contract 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 variable life policy or annuity contract by visiting or by calling You should carefully read the prospectus and consider the investment objectives, risks, charges, and expenses associated with any underlying investment option before investing. TF1209 2

9 Please see the fund prospectus for more information about the Surviving Fund, including portfolio operating expenses for the year ended December 31, At the time of the merger, your prospectus is revised by deleting all mention of the Merging Fund and substituting mention of the Surviving Fund. For all prospectuses including an Appendix Investment Options, the Appendix is deleted and replaced with the following: Please note: This information is intended to provide a brief summary of each fund s investment objective and advisor information. For more detailed information regarding each fund you should consult the fund prospectus which can be found on our website, or requested by writing to us at PO Box 8027, Boston, MA or calling Not all funds listed here may be currently offered or available with your product. Fund Name Investment Objective Investment Advisor / Subadvisor Alger Capital Appreciation Portfolio 1,2 Long term capital appreciation Fred Alger Management, Inc. Achieve the highest total return AB VPS Balanced Wealth Strategy consistent with the Adviser s Portfolio 3 determination of reasonable risk. AllianceBernstein L.P. Seeks investment results that Calvert Investment Management, Inc. correspond to the total return Calvert VP S&P MidCap 400 Index performance of U.S. common stocks, Portfolio Subadvisor: Ameritas Investment as represented by the S&P MidCap Partners, Inc. 400 Index Deutsche Equity 500 Index VIP 4 Seeks to replicate, as closely as Deutsche Investment Management possible, before the deduction of Americas Inc. expenses, the performance of the Standard & Poor s 500 Composite Subadvisor: Northern Trust Stock Price Index, which emphasizes Investments, Inc. stocks of large US companies Deutsche Small Cap Index VIP 5 Seeks to replicate, as closely as Deutsche Investment Management possible, before the deduction of Americas Inc. expenses, the performance of the Russell 2000 Index, which Subadvisor: Northern Trust emphasizes stocks of small US Investments, Inc. companies Federated Fund for U.S. Government Securities II The Fund s investment objective is to provide current income. Federated Investment Management Company Federated High Income Bond Fund II The Fund s investment objective is to Federated Investment Management seek high current income. Company The Fund is a money market fund that seeks to maintain a stable net Federated Prime Money Fund II asset value (NAV) of $1.00 per Share. Federated Investment Management The Fund s investment objective is to Company provide current income consistent with stability of principal and liquidity. 3 TF1209

10 Fund Name Investment Objective Investment Advisor / Subadvisor Fidelity Management & Research Company Fidelity VIP Contrafund Portfolio Long-term capital appreciation Subadvisor: FMR Co., Inc. Fidelity VIP Growth Opportunities Fidelity Management & Research Company Capital growth Portfolio Subadvisor: FMR Co., Inc. Fidelity Management & Research Company Fidelity VIP Growth Portfolio Capital appreciation Subadvisor: FMR Co., Inc. Fidelity Management & Research Company As high a level of current income as Fidelity VIP Investment Grade Bond is consistent with the preservation of Subadvisor: Fidelity Investments Portfolio capital Money Management, Inc. Seeks capital appreciation. Under normal market conditions, the fund Franklin Flex Cap Growth VIP Fund invests predominantly in equity securities of companies that the Franklin Advisers, Inc. investment manager believes have the potential for capital appreciation. Franklin Income VIP Fund Seeks to maximize income while maintaining prospects for capital appreciation. Under normal market Franklin Advisers, Inc. conditions, the fund invests in both equity and debt securities. Franklin Mutual Shares VIP Fund Seeks capital appreciation with income as a secondary goal. Under normal market conditions, the fund invests primarily in U.S. and foreign Franklin Mutual Advisers, LLC equity securities that the investment manager believes are undervalued. Guggenheim VT Long Short Equity Fund 1,2 Seeks long-term capital appreciation. Guggenheim Investments ALPS Advisors, Inc. Ibbotson Aggressive Growth ETF Asset Capital appreciation Allocation Portfolio Subadvisor: Ibbotson Associates, Inc. ALPS Advisors, Inc. Ibbotson Balanced ETF Asset Allocation Capital appreciation and some Portfolio current income Subadvisor: Ibbotson Associates, Inc. ALPS Advisors, Inc. Ibbotson Growth ETF Asset Allocation Capital appreciation Portfolio Subadvisor: Ibbotson Associates, Inc. ALPS Advisors, Inc. Ibbotson Income and Growth ETF Asset Current income and capital Allocation Portfolio appreciation Subadvisor: Ibbotson Associates, Inc. Invesco V.I. American Franchise Fund Capital growth Invesco Advisers, Inc. 4 TF1209

11 Fund Name Investment Objective Investment Advisor / Subadvisor Invesco V.I. Equity and Income Fund Capital appreciation and current income Invesco Advisers, Inc. Invesco V.I. Core Equity Fund 1,2 Long term growth of capital Invesco Advisers, Inc. Invesco V.I. Mid Cap Core Equity Fund 1,2 Long term growth of capital Invesco Advisers, Inc. Lazard Retirement U.S. Small-Mid Cap Equity Portfolio 1,2 Long term capital appreciation Lazard Asset Management LLC High current income and the Lord Abbett Series Fund Bond opportunity for capital appreciation to Debenture Portfolio produce a high total return Lord, Abbett & Co. LLC Long-term growth of capital and Lord Abbett Series Fund Growth and income without excessive Income Portfolio fluctuations in market value Lord, Abbett & Co. LLC Capital appreciation through Lord Abbett Series Fund Mid Cap Stock investments, primarily in equity Portfolio securities, which are believed to be Lord, Abbett & Co. LLC undervalued in the marketplace Neuberger Berman Advisors Long term growth of capital; current Neuberger Berman Management LLC Management Trust Guardian income is a secondary goal Portfolio Subadvisor: Neuberger Berman LLC Neuberger Berman Advisors Neuberger Berman Management LLC Management Trust Mid Cap Growth The Fund seeks growth of capital. Portfolio 6 Subadvisor: Neuberger Berman LLC Oppenheimer Capital Appreciation OFI Global Asset Management, Inc. Capital appreciation Fund/VA Subadvisor: OppenheimerFunds, Inc. OFI Global Asset Management, Inc. Oppenheimer Global Fund/VA Capital appreciation Subadvisor: OppenheimerFunds, Inc. Oppenheimer Main Street Small Cap OFI Global Asset Management, Inc. Capital appreciation Fund /VA Subadvisor: OppenheimerFunds, Inc. PIMCO VIT CommodityRealReturn Strategy Portfolio Maximum real return consistent with prudent investment management. Pacific Investment Management Company LLC PIMCO VIT Real Return Portfolio Maximum real return, consistent with Pacific Investment Management Company preservation of real capital and LLC prudent investment management. PIMCO VIT Total Return Portfolio Maximum total return, consistent Pacific Investment Management Company with preservation of capital and LLC prudent investment management. TF1209 5

12 Fund Name Investment Objective Investment Advisor / Subadvisor Rydex VT Inverse Government Long Bond Strategy Fund 1,2 Rydex VT Nova Fund 1,2 Sentinel Variable Products Balanced Fund Sentinel Variable Products Bond Fund Sentinel Variable Products Common Stock Fund Sentinel Variable Products Mid Cap Fund Sentinel Variable Products Small Company Fund Templeton Developing Markets VIP Fund Templeton Foreign VIP Fund Seeks to provide total returns that inversely correlate, before fees and expenses, to the price movements of a benchmark for U.S. Treasury debt instruments or futures contracts on a specified debt instrument on a daily basis. The fund s current benchmark is the daily price movement of the Long Treasury Bond. The fund does not seek to achieve its investment objective over a period of time greater than one day. Seeks to provide investment results that match, before fees and expenses, the performance of a specific benchmark on a daily basis. The fund s current benchmark is 150% of the performance of the S&P 500 Index. The fund does not seek to achieve its investment objective over a period of time greater than one day. Seeks a combination of growth of capital and current income, with relatively low risk and relatively low fluctuations in value Seeks high current income while seeking to control risk Seeks a combination of growth of capital, current income, growth of income and relatively low risk as compared with the stock market as a whole Seeks growth of capital Seeks growth of capital Seeks long-term capital appreciation. Under normal market conditions, the fund invests at least 80% of its net assets in emerging markets investments. Seeks long-term capital growth. Under normal market conditions, the fund invests at least 80% of its net assets in investments of issuers located outside the U.S., including those in emerging markets. Guggenheim Investments Guggenheim Investments Sentinel Asset Management, Inc. Sentinel Asset Management, Inc. Sentinel Asset Management, Inc. Sentinel Asset Management, Inc. Sentinel Asset Management, Inc. Templeton Asset Management Ltd. Templeton Investment Counsel, LLC TF1209 6

13 1 2 Templeton Growth VIP Fund Virtus Capital Growth Series Fund Name Investment Objective Investment Advisor / Subadvisor Virtus Growth & Income Series Virtus International Series Seeks long-term capital growth. Under normal market conditions, the fund invests predominantly in equity securities of companies located anywhere in the world, including emerging markets. Long-term growth of capital. Capital appreciation and current income High total return consistent with reasonable risk Virtus Multi-Sector Fixed Income Series Long-term total return Virtus Real Estate Securities Series Virtus Small-Cap Growth Series Capital appreciation and income with approximately equal emphasis Long-term capital growth Templeton Global Advisors Limited Virtus Investment Advisers, Inc. Subadvisor: Kayne Anderson Rudnick Investment Management LLC Virtus Investment Advisers, Inc. Subadvisor: Euclid Advisors LLC Virtus Investment Advisers, Inc. Subadvisor: Aberdeen Asset Management Inc. Virtus Investment Advisers, Inc. Subadvisor: New Fleet Asset Management LLC Virtus Investment Advisers, Inc. Subadvisor: Duff & Phelps Investment Management Company Virtus Investment Advisers, Inc. Subadvisor: Kayne Anderson Rudnick Investment Management LLC Virtus Investment Advisers, Inc. Virtus Small-Cap Value Series Long-term capital appreciation. Subadvisor: Kayne Anderson Rudnick Investment Management LLC Virtus Investment Advisers, Inc. Virtus Strategic Allocation Series High total return over an extended Subadvisor(s): Euclid Advisors LLC (equity period of time consistent with portion) and New Fleet prudent investment risk Asset Management LLC (fixed income portion) Wanger International Long-term growth of capital Columbia Wanger Asset Management, LLC Wanger International Select Long-term growth of capital Columbia Wanger Asset Management, LLC Wanger Select Long-term growth of capital Columbia Wanger Asset Management, LLC Wanger USA Long-term growth of capital Columbia Wanger Asset Management, LLC This fund was closed to new investors on May 1, Contract/policy owners who had value allocated to a fund before its applicable closure date, the following restrictions apply: (1) only regular premium payments are allowed into the fund; (2) no transfers from other funds are allowed into the fund; (3) existing allocation percentages may only be reduced and the fund may not be added to an allocation schedule; (4) existing DCA percentages may only be reduced and the fund may not be added to a DCA allocation schedule; and (5) existing rebalancing percentages may only be reduced and the fund may not be added to the rebalancing allocation schedule. TF1209 7

14 3 4 Name change effective May 1, Previously known as AllianceBernstein VPS Balanced Wealth Strategy Portfolio. Name change effective August 11, Previously known as DWS Equity 500 Index VIP. 5 6 Name change effective August 11, Previously known as DWS Small Cap Index VIP. Surviving fund, effective on or about November 6, The assets of the following Merging Fund, transferred to Surviving Fund, effective on or about November 6, 2015: Neuberger Berman Advisors Management Trust Small Cap Growth Portfolio Long term capital growth; the Portfolio Manager also may consider a company s potential for current income prior to selecting it for the Fund. * * * * Neuberger Berman Management LLC Subadvisor: Neuberger Berman LLC This supplement should be retained with the prospectus, as amended, for future reference. If you have any questions, please contact us at * This is intended as an inactive textual reference only. 8 TF1209

15 PHL Variable Insurance Company Phoenix MVA Phoenix Foundations Equity Index Annuity Phoenix Guaranteed Income Edge Lockwood Advisors, Inc. Phoenix Guaranteed Income Edge Institute for Wealth Management, LLC SUPPLEMENT DATED OCTOBER 14, 2015 TO 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 a definitive agreement in which Nassau will acquire Phoenix for $37.50 per share in cash, or aggregate equity purchase price of $217.2 million. The purchase price represents a 188% premium over Phoenix s closing stock price of $13.03 on Sept. 28, After completion of the transaction, which is expected to occur by early 2016, Nassau will contribute $100 million in new equity capital into Phoenix to further stabilize and improve Phoenix s balance sheet as well as providing growth capital. After completion of the transaction, Phoenix will be a privately held, wholly owned subsidiary of Nassau. Phoenix s corporate headquarters will remain in Hartford, Conn., and its service center will continue to be located in East Greenbush, N.Y. The transaction is subject to approval by Phoenix shareholders, approvals by regulatory authorities including Connecticut 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 in advance of executing the agreement. * * * * This supplement should be retained with the Prospectus and Supplements for future reference: Income Edge supplements 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; Phoenix Foundations Equity Index Annuity supplements dated May 2, 2012, September 20, 2012, November 16, 2012, and March 6, 2013, as revised March 20, 2013, August 24, 2015, and September 25, If you have any questions, please contact us at 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 Reform Act of We intend for 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 1 TF1208

16 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 within anticipated timeframes and otherwise in accordance with law, the outcome of litigation and claims as well as regulatory examinations, investigations, proceedings and orders arising out of restatements of financial statements and the failure by Phoenix and its wholly owned subsidiary, PHL Variable Insurance Company, to file SEC reports on a timely basis, potential penalties that may result from failure to timely file statutory financial statements with state insurance regulators, and Phoenix s ability to satisfy its requirements under, and maintain the listing of its shares 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, is targeting, may, should, would, could, goal, seek, hope, aim, continue and other similar words or expressions or the negative thereof or other variations thereon. Forward-looking statements are made based upon management s current expectations and beliefs and are not guarantees of future performance. Such forwardlooking statements involve numerous assumptions, risks and uncertainties that may cause actual results to differ materially from those expressed or implied in any such statements. Our ability to maintain a timely filing schedule with respect to our SEC filings is subject to a number of contingencies, including but not limited to, whether existing systems and processes can be timely updated, supplemented or replaced, and whether additional filings may be necessary in connection with the restatements. Our actual business, financial condition or results of operations may differ materially from those suggested by forward-looking statements as a result of risks and uncertainties which include, among others, those risks and uncertainties described in any of our filings with the SEC. Certain other factors which may impact our business, financial condition or results of operations or which may cause actual results to differ from such forward-looking statements are discussed or included in our periodic reports filed with the SEC and are available on our website at under Products/Product Prospectuses. You are urged to carefully consider all such factors. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this document are therefore cautioned not to place undue reliance on 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 in plans, 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 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 to modify or supersede such statements in this document. * This is intended as an inactive textual reference only. 2 TF1208

17 PHL Variable Insurance Company Phoenix MVA Phoenix Foundations Equity Index Annuity Phoenix Guaranteed Income Edge Lockwood Advisors, Inc. Phoenix Guaranteed Income Edge Institute for Wealth Management, LLC SUPPLEMENT DATED SEPTEMBER 25, 2015 TO 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 to become subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act ). You are receiving this supplement because you hold one of those previously- issued insurance products. On September 25, 2015, PHL Variable announced that, effective on such date, it will cease filing periodic and other reports 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 securities that are subject to insurance regulation. As a result of its compliance with Rule 12h-7, PHL Variable does not intend to file with the SEC its Quarterly Report on Form 10-Q for the period ended September 30, 2015, and its Quarterly Report on Form 10-Q for the period ended June 30, 2015 will be its final Exchange Act periodic report filed with the SEC. The following prospectus section is added immediately prior to the section entitled Incorporation of Certain Documents by Reference : Reliance on Rule 12h-7 under the Securities Exchange Act of 1934 PHL Variable is relying on the exemption provided by Rule 12h-7 under the Exchange Act from the requirement to file 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 Edge supplements 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 Equity Index Annuity supplements dated May 2, 2012, September 20, 2012, November 16, 2012, and March 6, 2013, as revised March 20, 2013, and August 24, If you have any questions, please contact us at Cautionary Statement Regarding Forward-Looking Statements The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of We intend for 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, future events, transactions, strategies, and operations, including, without limitation, our expectation to comply with the amended administrative order entered by the SEC with respect to PHL Variable and its parent, The Phoenix Companies, Inc. ( Phoenix ), and otherwise act in accordance with law, the outcome of litigation and claims as well as regulatory examinations, investigations, 1 TF1205

18 proceedings and orders arising out of the financial statement restatements of Phoenix and PHL Variable and the failure by Phoenix and PHL Variable to file SEC reports on a timely basis, and potential penalties that may result from 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-looking statements are made 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 risks and uncertainties which include, among others, those risks and uncertainties described in any of our other filings with the SEC. Certain other factors which may impact our business, financial condition or results of operations or which may cause actual results to differ from such forward-looking statements are discussed or included in our reports filed with the SEC and are available on our website at under Products/Product Prospectuses. You are urged to carefully consider all such 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 this document, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. If we make any future public statements or disclosures which modify or impact any of the forwardlooking statements contained in or accompanying this document, such statements or disclosures will be deemed to modify or supersede such statements in this document. * This is intended as an inactive textual reference only. 2 TF1205

19 PHL VARIABLE INSURANCE COMPANY Phoenix MVA SUPPLEMENT DATED SEPTEMBER 16, 2014 TO THE PROSPECTUS DATED APRIL 30, 2012, as previously supplemented Background As PHL Variable Insurance Company (the Company and we ) previously disclosed to you by prospectus supplement, the Company determined that certain of its previously issued financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles ( GAAP ) and incorporated by reference into the April 30, 2012 prospectus, should no longer be relied upon and should be restated to correct errors in those financial statements (the GAAP restatement ). On April 25, 2014, the Company filed its Annual Report on Form 10-K for the year ended December 31, 2012 (the 2012 Form 10-K ) containing audited financial statements for the years ended December 31, 2012, 2011 and 2010 and unaudited interim financial statements presented for each quarter during the fiscal years 2012 and 2011, which in each case were presented on a restated basis to the extent filed in a periodic report by the Company with the Securities and Exchange Commission ( SEC ) prior to September 18, As a result of the GAAP restatement, the Company has been delayed in completing its 2013 audited GAAP financial statements and updating its registration statements for products offered under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, with the Company s 2013 GAAP financial information and related disclosure. The Company has not sold to any new contract owners any SEC-registered annuity and life insurance contracts since the GAAP restatement process was announced by the Company. Contract owners at that time, however, have been permitted to exercise rights provided by their existing contracts, including the right to make additional premium payments into these SEC-registered annuity and life insurance contracts. Effective May 1, 2013, the Market Value Adjusted Guaranteed Interest Account ( MVA Option ), has not been available for any new investment. If a contract owner has cash value invested in the MVA Option and the guarantee period expires, that contract owner must reallocate the value to the then available variable investment options or the Guaranteed Interest Account ( GIA ). If the contract owner fails to make this allocation within fifteen (15) days following the end of the guarantee period, the Company will then allocate that value to the GIA and seek further allocation instructions from the contract owner. This supplement provides new information about the administrative order issued by the SEC, the Company s audited GAAP financial statements for the year ended December 31, 2013, which are now available to you at no cost as described below, and conclusions about the Company s assessment regarding its internal control over financial reporting as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2013 (the 2013 Form 10-K ). Amended Administrative Order In a prior supplement, the Company reported that it and The Phoenix Companies, Inc., the indirect parent of the Company, ( Phoenix ) had submitted an Offer of Settlement with the SEC pursuant to which Phoenix and the Company consented to the issuance of a form of an Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-And Desist Order which was approved by the SEC on March 21, 2014 (the March 2014 Order ). On July 16, 2014, Phoenix and the Company submitted an Amended Offer of Settlement with the SEC pursuant to which the Company and Phoenix consented to the issuance of the form of an Order Amending Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (the Amended Order ). Except as amended by the Amended Order, which was approved by the SEC on August 1, 2014, the March 2014 Order remains in effect. Phoenix and the Company each paid a civil monetary penalty in the amount of $100,000 to the U.S. Treasury following the entry of the Amended Order, and will be required to pay the following additional monetary penalties with respect to a future late filing of any periodic report of the Company or Phoenix covered by the Amended Order: $20,000 per filing for the first week in which a filing is delinquent, plus, for each week or partial week thereafter an additional amount equal to the sum of a) $20,000 and b) $5,000 multiplied by the number of complete weeks that the filing has been delinquent before the week in which the late filing is made. TF1201 1