POS AM

As filed with the Securities and Exchange Commission on April 24, 2012

File No. 333-87218

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

Post-Effective Amendment No. 11

to

FORM S-1

on

FORM S-3

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

PHL VARIABLE INSURANCE COMPANY

(Exact name of registrant as specified in its charter)

Connecticut	06-1045829
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

One American Row

Hartford, CT 06103

(800) 447-4312

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

John H. Beers, Esq.

PHL Variable Insurance Company

One American Row

Hartford, CT 06103

(860) 403-5050

(Name, address, including zip code, and telephone number, including area code, of agent for service)

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Pursuant to Rule 429 under the Securities Act of 1933, the prospectus herein relates to Registration Statement Numbers 333-20277 and 333-55240.

Calculation of Registration Fee

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee
Participating Interests in Market Value Adjustment Account Under Variable Annuity Contracts	*	*	$500,000,000	$46,000**

* The maximum aggregate offering price is estimated solely for the purpose of determining the registration fee. The amount to be registered and the proposed maximum offering price per unit are not applicable in that these contracts are not issued in predetermined amounts or units.

** Registration fee paid concurrently with the filing of the Registration Statement on Form S-1 on April 30, 2002. In addition, previously paid $15,151.52 to register $50,000,000 for registration statement file No. 333-20277 on January 23, 1997 and $50,000 to register $200,000,000 for registration statement file No. 333-55240 on February 8, 2001.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), SHALL DETERMINE.

EXPLANATORY NOTE

This Post-Effective Amendment No. 11 to Form S-1 on Form S-3 is being filed to convert a Registration Statement on Form S-1 (No. 333-87218), as previously amended and supplemented, into a registration on Form S-3, to incorporate updated financial information, to make non-material changes and to provide information pertaining to Part II, Items 14 and 17.

At the time of the filing of the Registration Statement on Form S-1 and the most recent effective post-effective amendment filed prior hereto, (April 11, 2011, effective April 29, 2011) the Registrant did not meet the requirements for use of Form S-3. However, at the time of filing of this Post-Effective Amendment No. 11, the Registrant meets the requirement for use of the Form S-3 and is filing this Post-Effective Amendment No. 11 on Form S-3 in reliance on Rules 401(c) and 401(e) promulgated under the Securities Act of 1933, as amended, for the purpose of converting the Registration Statement on Form S-1 to a Registration Statement on Form S-3.

MARKET VALUE ADJUSTED GUARANTEED INTEREST ACCOUNT ANNUITY
Issued by:

PHL Variable Insurance Company

 

PROSPECTUS April 30, 2012

 

This prospectus describes a Market Value Adjusted Guaranteed Interest Account Annuity (“MVA”). The MVA is only available for use under certain PHL Variable Insurance Company (“PHL Variable”) variable accumulation deferred annuity contracts (“Contract”). The MVA and the Contracts are available through 1851 Securities, Inc. (“1851 Securities”), the principal underwriter.

The Contract prospectus must accompany this prospectus. You should read the Contract prospectus and keep it, and this Prospectus, for future reference.

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

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

Your investment in the MVA is subject to possible loss of principal and earnings, since a surrender charge and market value adjustment may apply to withdrawals or upon surrender of the Contract. Please see the “Risk Factors” section on page 3.

An investment in the MVA is not:

• a bank deposit or obligation; or

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

If you have any questions, please contact:

	PHL Variable Insurance Company PO Box 22012 Albany, NY 12201-2012
	Tel. 800/866-0753

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TABLE OF CONTENTS

 

Heading	Page
Special Terms	3
Incorporation of Certain Documents by Reference	4
Where You Can Find More Information	4
Risk Factors	4
Product Description	4
PHL Variable Separate Account MVA1 and Investments by PHL Variable	7
Distributor	7
Federal Income Taxation Discussion	8
Accounting Practices	8
Description of PHL Variable	8
Experts	9
Legal Matters	9
	10

 

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Special Terms

As used in this prospectus, the following terms mean:

Contract Value: Prior to the end of the guarantee period, the sum of the values under a Contract of all accumulation units held in the subaccounts of the Separate Account plus the values held in the Guaranteed Interest Account and in the MVA.

Current Rate:  The guaranteed rate currently in effect for amounts allocated to the MVA, established from time to time for various guarantee periods.

Death Benefit:  An amount payable upon the death of the annuitant or owner, as applicable, to the named beneficiary.

Expiration Date:  The date on which the guarantee period ends.

GIA (Guaranteed Interest Account):  An allocation option under which premium amounts are guaranteed to earn a fixed rate of interest. Excess interest also may be credited, in the sole discretion of PHL Variable. The GIA is funded by our general account.

Guarantee Period:  The duration for which interest accrues at the guaranteed rate on amounts allocated to the MVA.

Guaranteed Rate:  The effective annual interest rate we use to accrue interest on amounts allocated to the MVA for a guarantee period. Guaranteed rates are fixed at the time an amount is credited to the MVA and remain constant throughout the guarantee period.

Market Value Adjustment: An adjustment is made to the amount that a Contract owner receives if money is withdrawn, transferred or applied to an annuity option from the MVA before the expiration date of the guarantee period.

MVA (Market Value Adjusted Guaranteed Interest Account Annuity): This is an account that pays interest at a guaranteed rate if held to the end of the guarantee period. If such amounts are withdrawn, transferred or applied to an annuity option before the end of the guarantee period, a market value adjustment will be made. Assets allocated to the MVA are part of the assets allocated to PHL Variable Separate Account MVA1 (“Separate Account MVA1”).

PHL Variable (our, us, we, company): PHL Variable Insurance Company.

 

PNX: The Phoenix Companies, Inc. PHL Variable is a wholly owned subsidiary of Phoenix Life Insurance Company which is wholly owned by PNX.

 

Separate Account: PHL Variable Accumulation Account, a separate account of PHL Variable which funds the Contracts.

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Incorporation of Certain Documents by Reference

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

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

Where You Can Find More Information

We have electronically filed a registration statement on Form S-3 with the SEC with respect to the MVA. This prospectus is a part of such registration statement, Also, PHL Variable electronically files its Annual Report on Form 10-K, as well as its Quarterly Reports on Form 10-Q, with the SEC. PNX electronically files its proxy statement and Current Reports on Form 8-K with the SEC. The SEC maintains a website that contains reports, information statements, and other information regarding issuers that file electronically with the SEC; the address of the website is http://www.sec.gov. The public may also read and copy any material we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

 

Risk Factors

❖	Investment Risk—Principal and interest when credited are guaranteed by the company unless you make a withdrawal from or surrender the Contract, which may be subject to a surrender charge and Market Value Adjustment.
❖	Loss of Principal Risk—Withdrawals and surrenders from the Contract in excess of the free withdrawal amount, prior to the end of the surrender charge period, are subject to a surrender charge and Market Value Adjustment. A negative Market Value Adjustment is limited to the contract’s interest, therefore, the application of a negative Market Value Adjustment alone will not result in loss of principal. However, the combination of the surrender charge and Market Value Adjustment may result in loss of principal.
❖	Reduced Required Minimum Distributions (“RMD”) Risk— Any withdrawal from the MVA, including those taken to meet RMD requirements under the provisions of the Internal Revenue Code of 1986 (the “Code”), will be subject to a Market Value Adjustment unless the effective date of the withdrawal is within the guarantee period. If a negative Market Value Adjustment, although limited to the Contract’s interest, is applied to an RMD, the amount you receive will be reduced.

Product Description

The Nature of the Contract and the MVA

The investment option described in this prospectus is an MVA available only under the Contracts offered by PHL Variable. The Contract is described in detail in its own prospectus. You should review the Contract prospectus along with this prospectus before deciding to allocate purchase payments to the MVA.

❖   The MVA currently provides four choices of interest rate Guarantee Periods:

   

• 3 years

• 5 years

• 7 years

• 10 years

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❖	Purchase payments can be allocated to one or more of the available MVA guarantee period options. Allocations may be made at the time you make a payment or you may transfer amounts held in the subaccounts of the Separate Account, the GIA or other available MVA guarantee periods. Generally, amounts allocated to MVA options must be for at least $1,000. We reserve the right to limit cumulative amounts allocated to the MVA during any one-week period to not more than $250,000.
❖	Amounts may be transferred to or from the MVA according to the transfer rules under the Contract. You may make up to six transfers per year from the MVA. (See “The Accumulation Period—Transfers” of the Contract prospectus.)
❖	Allocations that remain in the MVA until the applicable expiration date will be equal to the amount originally allocated, multiplied by its guaranteed rate, which is compounded on an annual basis.
❖	A Market Value Adjustment will be made if amounts are withdrawn, transferred or applied to an annuity option from the MVA before the expiration date. (See “The MVA.”)
❖	The Contract provides for the accumulation of values before maturity and for the payment of annuity benefits thereafter. Since MVA values are part of the Contract Value, your earnings on allocations to the MVA will affect the values available at surrender or maturity. No Market Value Adjustment will be applied to withdrawals to pay Death Benefit proceeds.
❖	We may offer additional guarantee periods to certain individuals or groups of individuals who meet certain minimum premium criteria.
	We reserve the right to elaborate upon, supplement or alter the terms or arrangements associated with, or relating to, this prospectus in connection with the offering of flexible premium accumulation deferred annuity contracts utilizing market value adjusted guaranteed interest account contracts to certain institutional investors, provided that such arrangements do not materially and adversely affect the rights or interests of other investors hereunder.

Availability of the MVA

The MVA is not available in all states. For information, call our Annuity Operations Division at 800/541-0171.

The MVA

The MVA is available only during the accumulation phase of your Contract. The MVA option currently offers different guarantee periods, which provide you with the ability to earn interest at different guaranteed rates on all or part of your Contract Value. Each allocation has its own guaranteed rate and expiration date. Because we change guaranteed rates periodically, amounts allocated to a guarantee period at different times will have different guaranteed rates and expiration dates. The applicable guaranteed rate, however, does not change during the guarantee period.

We will notify you of the expiration of the guarantee period and of your available options within 30 days of the expiration date. You will have 15 days before and 15 days following the expiration date (“window period”) to notify us of your election. During this window period, any withdrawals or transfers from the MVA will not be subject to a Market Value Adjustment. Unless you elect to transfer funds to a different guarantee period, to the subaccounts of the Separate Account, to the GIA or elect to withdraw funds, we will begin another guarantee period of the same duration as the one just ended and credit interest at the current rate for that new guarantee period. If you chose a guarantee period that is no longer available or if your original guarantee period is no longer available, we will use the guarantee period with the next longest duration.

We reserve the right, at any time, to discontinue guarantee periods or to offer guarantee periods that differ from those available at the time your contract was issued. Since guarantee periods may change, please contact us to determine the current guarantee periods being offered.

Market Value Adjustment

Any withdrawal from the MVA, including those taken to meet RMD requirements under the provisions of the Code, will be subject to a Market Value Adjustment unless the effective date of the withdrawal is within the window period. (Please refer to “Federal Income Taxes” in the Contract prospectus for more information.) For this purpose, redemptions, transfers and amounts applied to an annuity option under a Contract are treated as withdrawals. The Market Value Adjustment will be applied to the amount being withdrawn after the deduction of any applicable administrative charge and before the deduction of any applicable contingent deferred sales charges (surrender charges). See the Contract prospectus for a description of these charges. The Market Value Adjustment can be positive or negative. The amount being withdrawn after application of the Market Value Adjustment can be greater than or less than the amount withdrawn before the application of the Market Value Adjustment.

A Market Value Adjustment will not be applied upon the payment of the death benefit.

The Market Value Adjustment will reflect the relationship between the current rate (defined below) for the amount being withdrawn and the guaranteed rate. It is also reflective of the time remaining in the applicable guarantee period. Generally, if the guaranteed rate is equal to or lower than the applicable current rate, the Market Value Adjustment will result in a lower payment upon withdrawal. Conversely, if the guaranteed rate is higher than the applicable current rate, the Market Value Adjustment will produce a higher payment upon withdrawal.

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The Market Value Adjustment which is applied to the amount being withdrawn is determined by using the following formula:

where,

Amount, is the amount being withdrawn less any applicable administrative charges;

i, is the guaranteed rate being credited to the amount being withdrawn;

j, is the current rate, which is the current interest rate for new deposits with a guarantee period equal to the number of years remaining in the current guarantee period, rounded up to the next higher number of complete years;

n, is the number of months rounded up to the next whole number from the date of the withdrawal or transfer to the end of the current guarantee period.

If the Company does not offer a guarantee period equal to the number of years remaining in the guarantee period, “j” will be determined by interpolation of the guaranteed rate for the guarantee periods then available.

Examples

The following examples illustrate how the Market Value Adjustment operates:

Example 1

$10,000 is deposited on January 1, 1997, into an MVA with a 5-year guarantee period. The guaranteed rate for this deposit amount is 5.50%.

If, on January 1, 1999 (2 years after deposit), the full amount is taken from this MVA segment, the following amount is available:

1.	The accumulated amount prior to application of Market Value Adjustment is:
	$10,000 x (1.055)2 = $11,130.25
2.	The current rate that would be applied on January 1, 1999 to amounts credited to a 3-year MVA segment is 6.50%.
3.	The number of months remaining in the guarantee period (rounded up to next whole number) is 36.
4.	The Market Value Adjustment equals $–386.43, and is calculated as follows:

The market value for the purposes of surrender on January 1, 1999 is therefore equal to $10,743.82 ($11,130.25 – $386.43).

Example 2

$10,000 is deposited on January 1, 1997, into an MVA with a 5-year guarantee period. The guaranteed rate for this amount is 5.50%.

If, on January 1, 1999 (2 years from deposit), the full amount is taken from this MVA segment, the following amount is available:

1.	The accumulated amount prior to application of Market Value Adjustment is:
	$10,000 x (1.055)2 = $11,130.25
2.	The current rate being applied on January 1, 1999 to amounts credited to a 3-year MVA segment is 4.50%.
3.	The number of months remaining in the guarantee period (rounded up to next whole number) is 36.
4.	The Market Value Adjustment equals $240.79, and is calculated as follows:

The market value for the purposes of surrender on January 1, 1999 is therefore equal to $11,371.04 ($11,130.25 + $240.79).

THE ABOVE EXAMPLES ARE HYPOTHETICAL AND ARE NOT INDICATIVE OF FUTURE OR PAST PERFORMANCE.

Setting the Guaranteed Rate

We determine guaranteed rates for current and future purchase payments, transfers or renewals. Although future guaranteed rates cannot be predicted, we guarantee that the guaranteed rate will never be less than 3% per annum.

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Deduction of Surrender Charges on Withdrawals

A Market Value Adjustment will apply if a withdrawal is made before the expiration date and outside the window period as described above.

Depending on your Contract, a full or partial withdrawal of Contract Value, including amounts in the MVA, may also be subject to a surrender charge.

Please note that other charges may also be imposed against the Contract, including mortality and expense risk and administrative charges. For a more detailed explanation of any surrender charge applicable to your Contract and of other applicable charges, please see the “Charges and Deductions” section of the Contract prospectus.

PHL Variable Separate Account MVA1 and Investments by PHL Variable

Proceeds from purchases of the MVA option will be deposited into the PHL Variable Separate Account MVA1 (“Separate Account MVA1”), which is a non-unitized separate account established under Connecticut law. Contract Values attributable to such proceeds are based on the interest rate we credit to MVA allocations and terms of the Contract, and do not depend on the investment performance of the assets in Separate Account MVA1.

Under Connecticut law, all income, gains or losses of Separate Account MVA1, whether realized or not, must be credited to or charged against the amounts placed in Separate Account MVA1, without regard to our other income, gains and losses. The assets of the Separate Account MVA1 may not be charged with liabilities arising out of any other business that we may conduct. Obligations under the Contracts are obligations of PHL Variable.

There are no discrete units in Separate Account MVA1. No party with rights under any contract participates in the investment gain or loss from assets belonging to Separate Account MVA1. Such gain or loss accrues solely to us. We retain the risk that the value of the assets in Separate Account MVA1 may drop below the reserves and other liabilities it must maintain. If the Separate Account MVA1 asset value drops below the reserve and other liabilities we must maintain in relation to the Contracts supported by such assets, we will transfer assets from our general account to Separate Account MVA1. Conversely, if the amount we maintain is too much, we may transfer the excess to our general account.

In establishing guaranteed rates, we intend to take into account the yields available on the instruments in which we intend to invest the proceeds. The Company’s investment strategy with respect to the proceeds from purchases of the MVA option generally will be to invest mostly in investment-grade debt such that the asset portfolio duration closely matches that of the liabilities.

You should know that we may invest in non-investment grade bonds sometimes referred to as “high yield” or “junk” bonds. We expect that any bond purchases made in such investments would be mostly in the highest quality tier within the below investment grade universe.

Investment-grade or other debt instruments in which the company intends to invest the proceeds from purchases of the MVA option include:

❖	Securities issued by the United States government or its agencies or instrumentalities.
❖	Debt securities which have a rating, at the time of purchase, within the six highest rating grades assigned by Moody’s Investors Services, Inc. (Aaa, Aa, A, Baa, Ba, or B), Standard & Poor’s Corporation (AAA, AA, A, BBB, BB, or B) or any other nationally recognized rating service.
❖	Other debt instruments, although not rated by Moody’s or Standard & Poor’s, are deemed by the Company’s management to have an investment quality comparable to securities described above.

While the above generally describes our investment strategy with respect to the proceeds from purchases of the MVA option, we are not obligated to invest the proceeds according to any particular strategy, except as may be required by Connecticut and other state insurance law.

Distributor

 

PHL Variable is an indirect, wholly owned subsidiary of Phoenix Life Insurance Company (“Phoenix”). PHL Variable has designated 1851 Securities, Inc. (“1851 Securities”), to serve as the principal underwriter and distributor of the securities offered through this prospectus, pursuant to the terms of a distribution agreement. 1851 Securities, an affiliate of PHL Variable, also acts as the principal underwriter and distributor of other variable annuity contracts and variable life insurance policies issued by PHL Variable and its affiliates. PHL Variable or an affiliate reimburses 1851 Securities for expenses 1851 Securities incurs in distributing the Contracts (e.g. commissions payable to retail broker-dealers who sell the Contracts). 1851 Securities does not retain any fees under the Contracts; however, 1851 Securities may receive 12b-1 fees from the underlying funds.

 

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1851 Securities’ principal executive offices are located at One American Row, PO Box 5056, Hartford, CT 06102-5056. 1851 Securities is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as well as the securities commissions in the states in which it operates, and is a member of the Financial Industry Regulatory Authority (“FINRA”).

 

1851 Securities and PHL Variable enter into selling agreements with broker-dealers who are registered with the SEC and are members of FINRA, and with entities that may offer the Contracts but are exempt from registration. Applications for the Contract are solicited by registered representatives who are associated persons of such broker-dealer firms. Such representatives act as appointed agents of PHL Variable under applicable state insurance law and must be licensed to sell variable insurance products. PHL Variable intends to offer the Contract in all jurisdictions where it is licensed to do business and where the Contract is approved. The Contracts are offered on a continuous basis.

 

On September 15, 2010, 1851 Securities became the principal underwriter and distributor for the SEC registered products.

Compensation

 

Broker-dealers who have selling agreements with 1851 Securities and PHL Variable are paid compensation for the promotion and sale of the Contracts. Registered representatives who solicit sales of the Contract typically receive a portion of the compensation payable to the broker-dealer firm, depending on the agreement between the firm and the registered representative. A broker-dealer firm or registered representative of a firm may receive different compensation for selling one product over another and/or may be inclined to favor or disfavor one product provider over another product provider due to differing compensation rates.

 

We generally pay compensation as a percentage of purchase payments invested in the Contract. Alternatively, we may pay lower compensation on purchase payments but pay periodic asset-based compensation in all or some years based on all or a portion of the Contract Value. The amount and timing of compensation may vary depending on the selling agreement and the payment option selected by the broker- dealer and/or the registered representative but is not expected to exceed 8.0% of purchase payments if up-front compensation is paid to registered representatives and up to 2.5% annually of contract value (if asset based compensation is paid).

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

 

This Contract does not assess a front-end sales charge, so you do not directly pay for sales and distribution expenses. Instead, you indirectly pay for sales and distribution expenses through the overall charges and fees assessed under the Contract. For example, any profits we may realize through assessing the mortality and expense risk charge under your Contract may be used to pay for sales and distribution expenses. We may also pay for sales and distribution expenses out of any payments we or 1851 Securities may receive from the underlying funds for providing administrative, marketing and other support and services to the underlying funds. If your Contract assesses a surrender charge, proceeds from this charge may be used to reimburse us for sales and distribution expenses. No additional sales compensation is paid if you select any optional benefits under your Contract.

 

We have unique arrangements for compensation with select broker-dealer firms based on the firm’s aggregate or anticipated sales of contracts or other factors. We enter into such arrangements at our discretion and we may negotiate customized arrangements with firms based on various criteria. As such, special compensation arrangements are not offered to all broker-dealer firms. Compensation payments made under such arrangements will not result in any additional charge to you.

Federal Income Taxation Discussion

Please refer to “Federal Income Taxes” in the Contract prospectus for a discussion of the income tax status of the Contract.

Accounting Practices

The information presented below should be read with the audited financial statements of PHL Variable and information included elsewhere in this prospectus.

The financial statements and financial information included in this prospectus have been prepared in conformity with accounting principles generally accepted in the United States.

Description of PHL Variable

Overview

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

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

 

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

 

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

 

The Separate Account

On December 7, 1994, We established the Separate Account, a separate account created under the insurance laws of Connecticut. Under the Contract, you may allocate premium payments and Contract Value to one or more of the investment options of the Separate Account. The Separate Account is registered with the SEC as a unit investment trust under the Investment Company Act of 1940 (the “1940 Act”) and it meets the definition of a “separate account” under the 1940 Act. Registration under the 1940 Act does not involve supervision by the SEC of the management or investment practices or policies of the Separate Account or of PHL Variable. Assets allocated to the MVA are not part of the assets allocated to the Separate Account or the general account of PHL Variable. For a more detailed description of the Separate Account see the section of your Contract prospectus entitled “PHL Variable and the Separate Account.”

Experts

 

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2011 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

 

Legal Matters

 

Kathleen A. McGah, Vice President and Counsel, PHL Variable Insurance Company, Hartford, Connecticut has provided opinions upon legal matters relating to the validity of the securities being issued. Laurie D. Lewis, Counsel, Phoenix, has provided advice on certain matters relating to income tax laws about the contracts.

 

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PART II

INFORMATION NOT REQUIRED IN A PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

Securities and Exchange Commission Registration Fee of $111,151.52

Estimated Printing and Filing Costs $8,000

Estimated Accounting Fees $8,000

Item 15. Indemnification of Directors and Officers

Section 33-779 of the Connecticut General Statutes states that: “a corporation may provide indemnification of or advance expenses to a director, officer, employee or agent only as permitted by sections 33-770 to 33-778, inclusive.”

Article VI. Section 6.01. of the Bylaws of the Registrant (as amended and restated effective May 16, 2002) provide that: “Each director, officer or employee of the company, and his heirs, executors or administrators, shall be indemnified or reimbursed by the company for all expenses necessarily incurred by him in connection with the defense or reasonable settlement of any action, suit or proceeding in which he is made a party by reason of his being or having been a director, officer or employee of the company, or of any other company in which he was serving as a director or officer at the request of the company, except in relation to matters as to which such director, officer or employee is finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his duties as such director, officer or employee. The foregoing right of indemnification or reimbursement shall not be exclusive of any other rights to which he may be entitled under any statute, bylaw, agreement, vote of shareholders or otherwise.”

Item 16. Exhibits

1. (i) Underwriting Agreement – Incorporated by reference to a filing on Form S-1 (File No. 333-55240) filed via Edgar on February 8, 2001.

    (ii) Amended and Restated Principal Underwriting and Distribution Agreement between PHL Variable Insurance Company and 1851 Securities, Inc. dated January 1, 2012. Filed herewith.

2. Not applicable.

3. (i) Amended and Restated Certificate of Incorporation of PHL Variable Insurance Company. Incorporated by reference to Registrant’s Filing on Form S-1 (File No. 333-55240) filed via EDGAR on February 8, 2001.

    (ii) Bylaws of PHL Variable Insurance Company as amended and restated, effective May 16, 2002. Incorporated by reference to Registrant’s Filing on Form S-1 (File No. 333-87218) filed via EDGAR on May 1, 2004.

4. Form of Variable Annuity contract with MVA Rider – Incorporated by reference to Registrant’s Filing on Form S-1 (File No. 333-20277) filed via EDGAR on January 23, 1997.

5. Opinion regarding Legality. Filed herewith as exhibit 23(b).

6. Not applicable.

7. Not applicable.

8. Opinion regarding Tax Matters. Filed herewith.

9. Not applicable.

10. Not applicable.

11. Not applicable.

12. Not applicable.

13. Not applicable.

14. Not applicable.

15. Not applicable.

16. Not applicable.

17. Not applicable.

18. Not applicable.

19. Not applicable.

II-1

20. Not applicable.

21. The Registrant has no subsidiaries.

22. Not applicable.

23. (a) Consent of independent registered public accounting firm. Filed herewith.

23. (b) Opinion and Consent of Counsel. Filed herewith.

24. Powers of Attorney. Incorporated by reference to Post-effective Amendment No. 2 on Form S-3 to Registrant’s Filing on Form S-1 (File No. 333-168357), filed via EDGAR on April 11, 2012.

25. Not applicable.

26. Not applicable.

Item 17. Undertakings

The undersigned registrant hereby undertakes pursuant to Item 512 of Regulation S-K:

(1) To file, during any period in which offers of sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-effective Amendment No. 11 on Form S-3 to the registration statement on Form S-1, File No. 333-87218, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hartford, State of Connecticut, on this 24^th day of April, 2012.

PHL VARIABLE INSURANCE COMPANY
By:
	* James D. Wehr President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on the date indicated above.

Signature	Title
*Peter A. Hofmann	Chief Financial Officer
*David R. Pellerin	Chief Accounting Officer
*Edward W. Cassidy	Director
*Philip K. Polkinghorn	Director
*James D. Wehr	President
*Christopher M. Wilkos	Director

By:	/s/    KATHLEEN A. MCGAH
	*Kathleen A. McGah, as Attorney-in-Fact pursuant to Powers of Attorney.

S-1

Exhibit Index

Exhibit 1(ii)	Amended and Restated Principal Underwriting and Distribution Agreement dated January 1, 2012
Exhibit 8	Opinion regarding Tax Matters
Exhibit 23(a)	Consent of Independent Registered Public Accounting Firm
Exhibit 23(b)	Opinion and Consent of Counsel - Legality

EX-1.II

AMENDED and RESTATED

PRINCIPAL UNDERWRITING and DISTRIBUTION AGREEMENT

THIS AGREEMENT, by and between PHL Variable Insurance Company (“Phoenix”), a Connecticut domiciled life insurance company, and 1851 Securities, Inc. (“1851”), a Delaware corporation, shall be effective as of January 1, 2012.

WITNESSETH:

WHEREAS, Phoenix offers for sale modified guaranteed annuity contracts funded through separate accounts (the “Separate Accounts”) registered pursuant to registration statements filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (“Securities Act”) (the “Contracts/Policies”); and

WHEREAS, 1851 is registered as a broker-dealer with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (“1934 Act”) and is a member of the Financial Industry Regulatory Authority (“FINRA”); and

WHEREAS, Phoenix desires to engage 1851 to perform certain services with respect to the books and records to be maintained in connection with the sale of Contracts/Policies and certain administrative and other functions as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows.

1.0 Services of 1851.

1.01 Appointment. Phoenix hereby appoints 1851, and 1851 hereby accepts the appointment as, Principal Underwriter and Distributor of the Contracts/Policies.

1.02 Duties. 1851 shall perform those administrative, compliance and other services with respect to the Contracts/Policies as described herein.

1.03 Written Agreements. 1851 has and shall enter into written agreements with broker-dealer firms whose registered representatives have been or shall be properly licensed under applicable federal and state laws and FINRA rules to sell registered insurance products, including variable annuity contracts and variable life policies, and appointed as life insurance agents of Phoenix. Phoenix shall pay all fees associated with the appointments of such selected representatives as insurance agents of Phoenix. Such agreements with broker-dealers shall provide that such broker-dealer shall cause applications to be solicited for the purchase of the Contracts/Policies. Such agreements shall include such terms and conditions as 1851 may determine not inconsistent with this Agreement, provided, however, that any broker-dealer with whom 1851 has entered into a written agreement must comply with the following terms which shall be included in all such agreements.

The broker-dealer must:

(a) be a registered broker-dealer under the 1934 Act and be a member of FINRA; and

(b) agree that, in connection with the solicitation of applications for the purchase of Contracts/Policies, the broker-dealer will in all respects conform to the requirements of all state and federal laws and the FINRA rules relating to the sale of the Contracts/Policies and will indemnify and hold harmless 1851 and Phoenix from any damage or expense of any nature whatsoever on account of the negligence, misconduct or wrongful act of such broker-dealer and any employee, representative or agent of such broker-dealer.

In obtaining and entering into written agreements with broker-dealers, 1851 will in all respects conform to the requirements of all state and federal law, and the FINRA rules.

1.04 Recordkeeping. 1851 shall maintain and preserve, or cause to be maintained and preserved, such accounts, books and other documents as are required of it with respect to the services provided under this Agreement, the 1934 Act and any other applicable laws and regulations, including, without limitation and to the extent applicable, Rules 17a-3 and 17a-4 under the 1934 Act. The books, accounts and records of 1851 as to services provided hereunder, shall be maintained so as to disclose clearly and accurately the nature and details of the transactions. Phoenix agrees that certain of the books and records required herein, including but not limited to, the advertising files related to the Contracts/Policies, the supervision and education of the wholesaling organization for the Contracts/Policies, travel and gifts log, the customer’s post sale account, will be created and maintained by Phoenix on behalf of 1851. Phoenix agrees that with respect to this section 1.04 that it is acting as agent for 1851, and that these books and records remain the property of 1851.

1.05 Supervision. 1851 shall, upon request, sponsor the FINRA registrations of Phoenix employees and officers, who are trained and qualified persons, to market Contracts/Policies to broker-dealers and institutions in conformance with applicable state and federal laws. 1851 reserves the right to decline to sponsor the FINRA registration of any such employee or officer who, upon review of various background checks and in the reasonable estimation of 1851 and Phoenix, is inappropriate for such registration. 1851 shall maintain FINRA registrations of employees and officers it sponsors in accordance with FINRA rules until notified of termination of employment by Phoenix. Phoenix shall ensure that its employees and officers are appropriately licensed, contracted and appointed under applicable state insurance laws to market the Contract/Policies. 1851 agrees to supervise the securities activities of those persons whose FINRA registrations it sponsors. 1851 is not responsible for fees in connection with the licensing or appointment of registered representatives as insurance agents of Phoenix.

1.06 Sales Materials and Other Documents.

(a) 1851’s Responsibilities. 1851 shall be responsible for the approval of promotional material by the SEC and FINRA, where required.

(b) Phoenix’s Responsibilities. Phoenix shall be responsible for: (i) the design, preparation and printing of all promotional material to be used in the distribution of the Contracts/Policies; (ii) the approval of promotional material by state and other local insurance regulatory authorities; and (iii) confirming the issuance of the Contract/Policy to the Contract/Policy owner.

2

(c) Right to Approve. Neither party hereto nor any of its agents or affiliates shall print, publish or distribute any advertisement, circular or any document relating to the Contracts/Policies or relating to the other party unless such advertisement, circular or document shall have been approved in writing by the other party. However, nothing herein shall prohibit any party from advertising annuities or life insurance in general or on a generic basis, subject to compliance with all applicable laws, rules and regulations. Each party reserves the right to require modification of any such material to comply with applicable laws, rules and regulations and agrees to provide timely responses regarding material submitted to it by the other party.

1.07 Payments to Broker-Dealers. Phoenix shall be primarily responsible to pay sales commissions to the broker/dealers entitled thereto as set forth in the applicable written agreements with such broker-dealers, subject to all applicable state insurance laws and regulations and all applicable federal and/or state securities laws and FINRA rules. 1851 shall reflect such amounts on its books and records (as created and maintained by Phoenix) as required by Paragraph 1.04 hereto.

1.08 Compliance. 1851 shall, at all times, when performing its functions under this Agreement, be registered as a securities broker-dealer with the SEC and FINRA and be licensed or registered as a securities broker-dealer in any jurisdiction where the performance of the duties contemplated by this Agreement would require such licensing or registration. 1851 represents and warrants that it shall otherwise comply with provisions of federal and state law in performing its duties hereunder.

1.09 Payment of Expenses. Phoenix shall reimburse 1851 for its allocable share of the expenses incurred by 1851 in connection with its provision of services hereunder and the distribution of the Contracts/Policies, as outlined in the Expense Agreement dated August 15, 2010, as amended effective on January 1, 2012.

2.0 General Provisions.

2.01 Inspection of Books and Records. 1851 and Phoenix agree that all records relating to services provided hereunder shall be subject to reasonable periodic, special or other audit or examination by the SEC, FINRA or any state insurance commissioner or any other regulatory body having jurisdiction. 1851 and Phoenix agree to cooperate fully in any securities or insurance regulatory or judicial investigation, inspection, inquiry or proceeding arising in connection with the services provided under this Agreement, or with respect to 1851 or Phoenix or their affiliates, to the extent related to the distribution of the Contracts/Policies. 1851 and Phoenix will notify each other promptly of any customer complaint or notice of regulatory or judicial proceeding, and, in the case of a customer complaint, will cooperate in arriving at a mutually satisfactory resolution thereof.

2.02 Indemnification. 1851 will indemnify and hold harmless Phoenix and the Separate Accounts, from any and all expenses, losses, claims, damages or liabilities (including attorney fees) incurred by reason of any misrepresentations, wrongful or unauthorized act or omission, negligence of, or failure of 1851, including any employee of 1851, to comply with the terms of this Agreement, provided, however, 1851 shall not be required to indemnify for any such expenses, losses, claims, damages or liabilities which have resulted from the negligence, misconduct or wrongful act of the party seeking indemnification. 1851 shall also hold harmless and indemnify Phoenix and the Separate Accounts for any and all expenses, losses, claims, damages or liabilities (including attorney fees) arising from any

3

misrepresentation, wrongful or unauthorized act or omission, negligence of, or a failure of a broker-dealer or its employees, agents or registered representatives, to comply with the terms of the written agreement entered into between 1851 and such broker-dealer but only to the extent that 1851 is indemnified by the broker-dealer under the terms of the written agreement. Phoenix will indemnify and hold harmless 1851, for any expenses, losses, claims, damages or liabilities (including attorney fees) incurred by reason of any material misrepresentation or omission in a registration statement or prospectus for the Contracts/Policies, or on account of any other misrepresentation, wrongful or unauthorized act or omission, negligence of or failure by Phoenix, including any employee of Phoenix, to comply with the terms of this Agreement, provided, however, Phoenix shall not be required to indemnify for any expenses, losses, claims, damages or liabilities which have resulted from the negligence, misconduct or wrongful act of the party seeking indemnification.

2.03 Termination. This Agreement shall become effective on the date first above written and shall remain in effect, except that:

(a) any party hereto may terminate this Agreement on any date by giving the other party at least sixty (60) days’ prior written notice of such termination specifying the date fixed therefore; and

(b) this Agreement may not be assigned by either party without the written consent of the other party.

2.04 Registration. Phoenix agrees to use its best efforts to effect and maintain the registration of the Contracts/Policies under the Securities Act, and to qualify the Contracts/Policies under the state securities and insurance laws, and to qualify the Contracts/Policies as annuities/life insurance under the Internal Revenue Code. Phoenix will pay or cause to be paid expenses (including the fees and disbursements of its own counsel) of the registration and maintenance of the Contracts/Policies under the Securities Act, and to qualify the Contracts/Policies under the state securities and insurance laws.

2.05 Authority. 1851 shall have authority hereunder only as expressly granted in this Agreement.

2.06 Miscellaneous. Phoenix agrees to advise 1851 immediately in the case of an issuance by the SEC of any stop order suspending the effectiveness of any prospectus for the Contracts/Policies, of all actions of the SEC with respect to any amendments to the registration statement(s) which may from time to time be filed with the SEC and of any material event which makes untrue any statement made in the registration statements for the Contracts/Policies, or which requires the making of a change in the registration statements in order to make the statement therein not misleading. Phoenix agrees to advise 1851 in the event that formal administrative proceedings are instituted against Phoenix by the SEC, or any state securities or insurance department or any other regulatory body regarding Phoenix’s duties under this Agreement, unless Phoenix determines in its sole judgment, exercised in good faith, that any such administrative proceeding will not have a material adverse effect upon its ability to perform its obligations under this Agreement. 1851 agrees to advise Phoenix in the event that formal administrative proceedings are instituted against 1851 by the SEC, FINRA or any state securities or insurance department or any other regulatory body regarding 1851’s duties under this Agreement, unless 1851 determines in its sole judgment, exercised in good faith, that any such administrative proceedings will not have a material adverse effect upon its ability to perform its obligations under this Agreement.

4

2.07 Independent Contractor. 1851 shall undertake and discharge its obligations hereunder as an independent contractor and nothing herein shall be construed as establishing: (i) an employer-employee relation between the parties hereto; or (ii) a joint venture.

2.08 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.

2.09 Sole Agreement. This Agreement supersedes all prior agreements relating to the subject matter hereof.

2.10 Notice. Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

If to Phoenix:

One American Row

Hartford, Connecticut 06102

Attention: General Counsel

If to 1851:

One American Row

Hartford, Connecticut 06102

Attention: General Counsel

IN WITNESS WHEREOF, the parties have hereunto set their hands on the date first above written.

PHL Variable Insurance Company
By:	/s/ Kathleen A. McGah
Its:	Kathleen A. McGah
Date:	January 1, 2012
1851 Securities, Inc.
By:	/s/ John H. Beers
Its:	John H. Beers
Date:	January 1, 2012

5

EX-8

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

PHL Variable Insurance Company

One American Row

Hartford, CT 06102-5056

Re:         PHL Variable Insurance Company

              Post-effective Amendment No. 11 on Form S-3 to Registration Statement No. 333-87218 on Form S-1

Ladies and Gentlemen:

This opinion is furnished in connection with the filing of this Post-effective Amendment No. 11 on Form S-3 to Registration Statement No. 333-87218 (“PEA No. 11”) filed on Form S-1 under the Securities Act of 1933 for PHLVIC’s Market Value Adjusted Guaranteed Interest Account Annuity (“MVA”), only available for use under certain PHLVIC’s variable accumulation deferred annuity contracts (“Contract”).

In connection with this opinion, I have reviewed the Registration Statement and the provisions of federal income tax laws relevant to the issuance of these contracts with the MVA investment options. Based upon this review, I am of the opinion that each of the contracts, when issued with the MVA investment options will have been validly and legally issued.

I hereby consent to the use of this opinion as an exhibit to PEA No. 11 and to the use of my name in the “Legal Matters” section of the prospectus in PEA No. 11.

Yours truly,
By:	/s/ Laurie D. Lewis
	Laurie D. Lewis Tax Counsel PHL Variable Insurance Company

EX-23.A

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Post-effective Amendment No. 11 on Form S-3 to the Registrant Statement on Form S-1 (File No. 333-87218) of our report dated March 23, 2012 relating to the financial statements, which appears in PHL Variable Insurance Company’s Annual Report on Form 10-K for the year ended December 31, 2011. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers, LLP

Boston, Massachusetts

April 24, 2012

EX-23.B

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

PHL Variable Insurance Company

One American Row

Hartford, CT 06102-5056

Re:         PHL Variable Insurance Company (“PHLVIC”)

              Post-effective Amendment No. 11 on Form S-3 to Registration Statement No. 333-87218 on Form S-1

Ladies and Gentlemen:

This opinion is furnished in connection with the filing of this Post-effective Amendment No. 11 on Form S-3 to Registration Statement No. 333-87218 (“PEA No. 11”) filed on Form S-1 under the Securities Act of 1933 for PHLVIC’s Market Value Adjusted Guaranteed Interest Account Annuity (“MVA”), only available for use under certain PHLVIC’s variable accumulation deferred annuity contracts (“Contract”).

As an attorney for PHLVIC, I provide legal advice to PHLVIC in connection with the operation of its SEC registered and variable products. In this role, I am familiar with PEA No. 11. I have made an examination of the law and the documents as in my judgment are necessary or appropriate to enable me to render the opinion expressed below.

I am of the following opinion:

1. PHLVIC is a valid corporation, organized and operated under the laws of the State of Connecticut and is subject to regulation by the Connecticut Commissioner of Insurance.

2. The MVA, when properly issued under the Contracts, is a legal and binding obligation to PHLVIC, enforceable in accordance with its terms and applicable state and federal law.

I hereby consent to the use of this opinion as an exhibit to PEA No. 11 and to the use of my name in the “Legal Matters” section of the prospectus in PEA No. 11.

Yours truly,
By:	/s/ Kathleen A. McGah
	Kathleen A. McGah Vice President and Assistant Secretary PHL Variable Insurance Company

COVER

April 24, 2012

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE: PHL Variable Insurance Company

Post-Effective Amendment No. 11 to Form S-1 on Form S-3

File No. 333-87218

To the Commission Staff:

On behalf of PHL Variable Insurance Company (“PHLVIC”), transmitted herewith is post-effective amendment number 11 on Form S-3 (“Post-Effective Amendment”) to the registration statement on Form S-1 (File No. 333-87218) (“Registration Statement”) under the Securities Act of 1933, as amended (“Securities Act”). PHLVIC is filing this Post-Effective Amendment to the Registration Statement to update certain information requiring periodic update such as financial information, exhibits and consents, to make certain typographical corrections and other non-material changes to the prospectus and to make certain revisions to the prospectus and provide information pertaining to Part II, Items 14 and 17 in response to Staff comments received orally on April 13, 2012 regarding post-effective amendment number 10 to the Registration Statement.

We request that the effectiveness of this Post-Effective Amendment be accelerated to April 30, 2012 and have included acceleration requests pursuant to Rule 461 under the Securities Act.

The Registrant acknowledges that:

1. should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

2. the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company of its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3. the Registrant will not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please direct any questions or comments concerning this Post-Effective Amendment to Lois McGuire at (860) 403-5878 or Kate Johnson at (860) 403-6486.

Sincerely,

/s/ Kathleen A. McGah

Kathleen A. McGah

Vice President and Assistant Secretary

PHL Variable Insurance Company

CORRESP

PHL Variable Insurance Company

One American Row

Hartford, CT 06102

April 24, 2012

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE: PHL Variable Insurance Company

Post-Effective Amendment No. 11 to Form S-1 on Form S-3

File No. 333-87218

To the Commission Staff:

Pursuant to Rule 461 under the Securities Act of 1933, the undersigned Registrant requests acceleration of the effectiveness of the above captioned registration statement to April 30, 2012.

Thank you for your kind consideration in this matter.

Sincerely,

/s/ Kathleen A. McGah

Kathleen A. McGah

Vice President and Assistant Secretary

PHL Variable Insurance Company

CORRESP

1851 Securities, Inc.

One American Row

Hartford, CT 06102

April 24, 2012

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE: PHL Variable Insurance Company

Post-Effective Amendment No. 11 to Form S-1 on Form S-3

File No. 333-87218

To the Commission Staff:

Pursuant to Rule 461 under the Securities Act of 1933, the undersigned Principal Underwriter requests acceleration of the effectiveness of the above captioned registration statement to April 30, 2012.

Thank you for your kind consideration in this matter.

Sincerely,

/s/ John H. Beers

John H. Beers

Vice President and Secretary

1851 Securities, Inc.