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

Transcription

1 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

2 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

3 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

4 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

5 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

6 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

7 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

8 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

9 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

10 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

11 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

12 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

13 PHL Variable Insurance Company Phoenix Guaranteed Income Edge Lockwood Advisors, Inc. Phoenix Guaranteed Income Edge Investors Capital Advisory Services Phoenix Guaranteed Income Edge Portfolio Design Advisors Phoenix Guaranteed Income Edge Institute for Wealth Management, LLC Phoenix Guaranteed Income Edge J. P. Turner & Company Capital Management, LLC SUPPLEMENT DATED SEPTEMBER 16, 2014 TO THE PROSPECTUSES DATED APRIL 30, 2012, As Previously Supplemented Waiver of Income Edge Fee The quarterly portion of the Income Edge Fee for your Certificate that will be due on October 1, 2014 will be waived by PHL Variable Insurance Company. Except as regards the obligation to pay the quarterly portion of the Income Edge Fee on October 1, 2014, the terms and conditions of your Certificate are not changed by this fee waiver. 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. 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. TF1200 1

14 The following table sets forth the deadlines in the Amended Order for Phoenix s SEC periodic reports: Phoenix Timetable of SEC Periodic Reports Form Period Amended Deadline 10-K Year ended December 31, 2013 August 6, Q Quarterly Period ended March 31, 2013 September 10, Q Quarterly Period ended June 30, 2013 September 10, Q Quarterly Period ended September 30, 2013 September 10, Q Quarterly Period ended March 31, 2014 October 17, Q Quarterly Period ended June 30, 2014 October 24, Q Quarterly Period ended September 30, 2014 December 5, 2014 In its Quarterly Reports on Form 10-Q for the periods ended March 31, 2013, June 30, 2013 and September 30, 2013, Phoenix said it believes it will become a timely filer with the filing of its Annual Report on Form 10-K for the year ending December 31, Phoenix filed its Annual Report on Form 10-K for the year ended December 31, 2013 with the SEC on August 6, Phoenix also filed its Quarterly Reports on Form 10-Q for the periods ended March 31, 2013, June 30, 2013, and September 30, 2013 with the SEC on September 11, The following table sets forth the deadlines in the Amended Order for the Company s SEC periodic reports: Company Timetable of SEC Periodic Reports Form Period Amended Deadline 10-K Year ended December 31, 2013 August 22, Q Quarterly Period ended March 31, 2013 September 12, Q Quarterly Period ended June 30, 2013 September 12, Q Quarterly Period ended September 30, 2013 September 12, Q Quarterly Period ended March 31, 2014 October 21, Q Quarterly Period ended June 30, 2014 October 28, Q Quarterly Period ended September 30, 2014 December 12, 2014 In its Quarterly Reports on Form 10-Q for the periods ended March 31, 2013, June 30, 2013 and September 30, 2013, the Company said it believes it will become a timely filer with the filing of its Annual Report on Form 10-K for the year ending December 31, The Company filed its 2013 Form 10-K with the SEC on August 22, The Company also filed its Quarterly Reports on Form 10-Q for the periods ended March 31, 2013, June 30, 2013, and September 30, 2013 with the SEC on September 12, Financial Statements Update on the Company s GAAP Financial Statements for 2013 The Company has completed the audit of its GAAP financial statements for the year ended December 31, As a result, you should rely on such GAAP financial statements in assessing the Company s ability to meet its obligations under the contracts. The GAAP financial statements of the Company for the years ended December 31, 2013, 2012 and 2011, and the Company s 2013 Form 10-K are available to you free of charge by calling , by writing to us at Phoenix Variable Products Mail Operation, P.O. Box 8027, Boston, MA , or by visiting our website at under Products /Product Prospectuses. Important Information About the Company s 2013 Form 10-K The Company s GAAP financial statements described above are also included in the 2013 Form 10-K. The 2013 Form 10-K contains other important information, including Management s Report on Internal Control over Financial Reporting and progress on the Company s plan for enhancing its internal controls. Management concluded that the material weaknesses noted below were first identified and reported in the 2012 Form 10-K and have not been fully remediated as of December 31, 2013 due to insufficient time to fully evaluate, implement and assess the design and operating effectiveness of the related controls. As disclosed in the 2013 Form 10-K, management concluded TF1200 2

15 that there were material weaknesses that included deficiencies in the period-end financial reporting process including the processing of journal entries and the preparation and review of account reconciliations, insufficient complement of personnel with a level of accounting knowledge commensurate with the Company s financial reporting requirements and ineffective monitoring and review activities. These material weaknesses also contributed to the following material weaknesses in internal control over financial reporting which have been identified and included in management s assessment as of December 31, 2013: actuarial finance and valuation, investments, reinsurance accounting, cash flows and changes in classifications, and access to applications and data. However, management has developed a plan for the implementation of remediation efforts that it believes will remediate these matters. Management s evaluation of the Company s disclosure controls and procedures, as well as management s remediation initiatives, are more fully described in Item 9A:Controls and Procedures in Part II of the 2013 Form 10-K. * * * * This supplement should be retained with the Prospectus and 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, and June 11, 2014 for future reference. 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 forwardlooking statements. These forward-looking statements include 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 in accordance with the Amended Order entered by the SEC with respect to Phoenix and the Company and otherwise in accordance with law, the outcome of litigation and claims as well as regulatory examinations, investigations, proceedings and orders arising out of the financial statement restatements of Phoenix and the Company and the failure by Phoenix and the Company to complete their delayed SEC filings, file SEC reports on a timely basis, and become current in their periodic SEC reporting obligations in accordance with their previously announced revised timetables, potential penalties that may result from failure to timely file statutory financial statements with state insurance regulators and failure to comply with the Amended Order. 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 ability to resume 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 restatement. 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 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. TF1200 3

16 PHL Variable Insurance Company Phoenix Guaranteed Income Edge Lockwood Advisors, Inc. Phoenix Guaranteed Income Edge Investors Capital Advisory Services Phoenix Guaranteed Income Edge Portfolio Design Advisors Phoenix Guaranteed Income Edge Institute for Wealth Management, LLC Phoenix Guaranteed Income Edge J. P. Turner & Company Capital Management, LLC SUPPLEMENT DATED JUNE 11, 2014 TO THE PROSPECTUSES DATED APRIL 30, 2012, As Previously Supplemented Waiver of Income Edge Fee The quarterly portion of the Income Edge Fee for your Certificate that will be due on July 1, 2014 will be waived by PHL Variable Insurance Company (the Company or we ). The Company is waiving this fee because, as described below, the Company s delayed audited financial statements for the year ended December 31, 2013, prepared in accordance with U.S. Generally Accepted Accounting Principles ( GAAP ) are not yet completed. Except as regards the obligation to pay the quarterly portion of the Income Edge Fee on July 1, 2014, the terms and conditions of your Certificate are not changed by this fee waiver. Background As we previously disclosed to you by prospectus supplement, the Company determined that certain of its previously issued financial statements prepared in accordance with 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 ). The Company completed its GAAP restatement with the filing of its Annual Report on Form 10-K for the year ended December 31, 2012 with the U.S. Securities and Exchange Commission ( SEC ) on April 25, 2014 (the 2012 Form 10-K ). The 2012 Form 10-K contained audited financial statements for the years ended December 31, 2012, 2011 and 2010 and interim unaudited 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 previously filed in a periodic report by the Company with the SEC. As a result of the GAAP restatement, the Company has been unable to update 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 current 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. Extensions to File with State Insurance Regulators On June 3, 2014, the Company said it had received from the Connecticut Insurance Department, its domiciliary insurance regulator, a 30-day extension to July 1, 2014 for submission of its audited financial statements for the year ended December 31, 2013 prepared in accordance with Statements of Statutory Accounting Principles ( STAT ) and the filing of management s report on internal control over financial reporting of the Company. Accordingly, the Company did not file these materials with its regulator on or before the June 1, 2014 filing deadline. The Company has made requests for extensions in the other jurisdictions in which the Company is authorized to conduct business. The Company is not aware of the denial of any such request. The Company intends to seek further extensions as required. TF1196 1

17 Update regarding 2013 Annual STAT Financial Statements The Company has determined that the completion of its 2013 audited STAT financial statements is dependent on substantial completion of its GAAP financial statements for the year ended December 31, 2013, the evaluation of internal control over financial reporting and the related audit processes. The Company advises that its first quarter 2014 and full year 2013 unaudited STAT financial statements, which were timely filed with its domiciliary state insurance regulator, should be relied upon as the most current assessment of the Company s financial condition. The Company noted that its STAT financial statements are not indicative of, and are not a replacement for, its GAAP financial statements. Because of the differences between STAT and GAAP accounting principles, variances between the Company s STAT financial statements and its GAAP financial statements are likely to be material. The 2013 audited STAT financial statements, when completed, could materially and adversely vary from the unaudited 2013 STAT financial statements. Update on the Company s 2013 Form 10-K The Company said that it now expects to file its Annual Report on Form 10-K for the year ended December 31, 2013 (the 2013 Form 10- K ) with the SEC no later than August 22, 2014 and to be current in its SEC periodic reporting obligations by December 12, The Company and The Phoenix Companies, Inc. ( Phoenix ) are subject to a March 21, 2014 SEC administrative order which provides for the 2013 Form 10-K to be filed with the SEC by no later than July 3, 2014 and for the Company to be current in its SEC periodic reporting obligations no later than November 14, The Company has informed its relevant regulatory authorities of this departure from the filing schedule contained in the administrative order. * * * * This supplement should be retained with the Prospectus and 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 and March 13, 2014 for future reference. 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 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 in accordance with the administrative order entered by the SEC with respect to Phoenix and the Company (the Order ) and otherwise in accordance with law, the outcome of litigation and claims as well as regulatory examinations, investigations, proceedings and orders arising out of the financial statement restatements of Phoenix and the Company and the failure by Phoenix and the Company to complete their delayed SEC filings, file SEC reports on a timely basis, and become current in their periodic SEC reporting obligations in accordance with their previously announced revised timetables, potential penalties that may result from failure to timely file statutory financial statements with state insurance regulators and failure to comply with the Order. 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 ability to resume 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 restatement. 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 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. TF1196 2