INVESTMENT MANAGEMENT AGREEMENT


EXHIBIT 10.2






INVESTMENT MANAGEMENT AGREEMENT










THIS AGREEMENT, effective as of the first day of January, 1995 (the "Effective Date"), by and between the undersigned PHL VARIABLE INSURANCE COMPANY (the "Client") and PHOENIX INVESTMENT COUNSEL, INC. (the "Manager") a corporation organized pursuant to the laws of the Commonwealth of Massachusetts, with its home office at One American Row, Hartford, Connecticut.






In consideration of the mutual covenants contained herein, the parties hereto agree as follows:






1.


Appointment of Manager







Client hereby engages the Manager and, subject to the oversight of Client's
Board of Directors, delegates to the Manager the power to manage (including the
power to acquire or dispose of), in accordance with the terms and conditions of
this Agreement, the assets of the Account. The "Account" shall mean the assets
of the Client which are acceptable to the Manager and which by notice given or
caused to be given by the Client to the Manager are placed in the control of the
Manager pursuant to this Agreement, and the investments and reinvestments of,
and all income earned by, or distributions received with respect to, any assets
in the Account, subject to the provisions of Section 3 of this Agreement. The
Client may make any addition to or withdrawal from the Account at any time and
in any amount that the Client determines, so long as the Client promptly
notifies the Manager in writing of any addition to the Account and the amount of
the addition, and so long as the Client makes no withdrawal from the Account
without first delivering to the Manager within a reasonable time prior to the
withdrawal, written notice of the intended withdrawal and the amount of the
withdrawal.






2.


Acceptance by Manager







The Manager hereby acknowledges and agrees to the engagement provided for in Section 1 hereof, and represents and warrants that it is duly registered with the Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940.







3.


Investment Direction






(a)


The Client's fundamental investment policies and any applicable investment guidelines and procedures are set forth in Schedule 3 attached hereto and made a part hereof. Schedule 3 may be amended in a writing delivered to Manager by Client and shall be effective upon receipt by Manager. The Client hereby directs the Manager to select investments for the Account in compliance with such policies and in accordance with such guidelines and procedures.






(b) 


Unless and until notice in writing to the contrary is given or caused to be given by the Client to the Manager, all interest payments and other distributions with respect to any security or other property in the Account shall be reinvested.






(c) 


Upon receiving written notice from the Client that a specified cash amount is required from the Account, the Manager shall liquidate such portion of the Account as may be necessary to provide the specified cash amount. The Manager shall in its sole discretion select the assets of the Account to be liquidated in such event, provided that the investment guidelines

















set forth in Schedule 3 shall be complied with to the extent possible after giving effect to such liquidation. The directions contained herein may be modified at any time by the Client by notice in writing to the Manager.






4.


Custody of Securities






The Client will establish and maintain a custody account with a custodian ("Custodian") acceptable to the Manager for all assets in the Account. The Custodian shall be such entity as the Client may designate from time to time by notice given or caused to be given in writing to the Manager. The Client agrees to give the Manager at least thirty days' written notice of any change of Custodian. The Client shall cause the Custodian to inform the Manager promptly of all assets placed in such Account by the Client and to establish reporting and accounting arrangements such that the Manager will be kept advised as to the value of the investments (including cash and cash equivalents) held in the Account.






5.


Manager's Authority






(a) 


Subject to the provisions of Sections 1 and 3 and Schedule 3 of this Agreement, the Manager is authorized by the Client to invest, sell and reinvest the assets of the Account as it deems appropriate. The Manager is not authorized to take physical possession of the assets of the Account; and the Custodian shall have sole responsibility for holding and safekeeping the assets. The Custodian shall make settlement of purchases and sales of such assets upon orders placed by the Manager pursuant to the Custodian's established operating procedures. The Manager shall promptly notify the Custodian in writing of any purchase or sale made for the Account.






(b) 


The Manager shall select brokers and dealers for any purchase or sale of assets of the Account. The Manager may, in the allocation of portfolio brokerage business and the payment of brokerage commissions, consider the brokerage and research services furnished the Manager by brokers and dealers, in accordance with the provisions of Section 28(e) of the Securities Exchange Act of 1934, as amended.






(c) 


The Manager will not be required to take any action, or render any advice, with respect to the voting of any of the securities in the Account and Client agrees to be solely responsible for the voting of any such securities and for any required recordkeeping with respect thereto.






6.


Documentation to be Furnished






(a) 


The Manager shall keep accurate and detailed accounts of any investments, receipts and disbursements, and other transactions hereunder, and all such accounts and the books and records relating thereto shall be open to inspection at all reasonable times by the Client, Client's representatives or designees, and by any other person entitled by law to inspect such records.






(b) 


Upon written request, the Manager shall make available to the Client any information in the Manager's possession which may be required by the Client in fulfilling any reporting, disclosure, or recordkeeping obligation imposed on the Client by applicable law.










7.


Appraisal; Determinations of Value






The Manager shall provide the Client with an appraisal of the Account as of the last day of each calendar month on which the New York Stock Exchange is open (the "Appraisal Date") during the term of this Agreement. Such appraisal shall include a written statement of each 






-2-













individual asset held in the Account on the Appraisal Date. Common stock, preferred stock, voting trust certificates, rights, warrants and other similar securities for which market quotations are readily available shall be valued at market value, which is determined using the last reported sale price, or, if no sales are reported, the last reported bid price. Bonds, debentures, notes and other fixed income securities of similar nature, whether or not traded on a national securities exchange, shall be valued in accordance with any reasonable valuation method selected by the Manager and approved by the Client which is based on sales prices of the same or comparable securities on or reasonably preceding the Appraisal Date. Venture capital participations, oil and gas partnerships and leveraged leases shall be valued at book value determined in accordance
with generally accepted accounting principles. Other securities and all other
assets shall be valued at fair market value as determined in good faith by the
Manager and approved by the Client.






8.


Compensation to Manager






The Manager, as full compensation for services rendered under this Agreement, shall be paid a fee as specified in Schedule 8, as such schedule may be amended by the Manager upon at least thirty (30) days' written notice to the Client. For purposes of the calculation of the fee, the value of the securities in the Account shall be based upon monthly Average Assets Under Management. Average Assets Under Management shall be calculated for each asset class as set forth in Schedule 8 hereto, as the simple average of:






(a) 


the value of the assets in the Account as of the last Appraisal Date in the current calendar month; and






(b) 


the value of the assets in the Account as of the last Appraisal Date in the previous calendar month.







If the Manager serves for less than the whole of any calendar month, its
compensation shall be determined as provided above on the basis of the value of
the assets in the Account on the date of termination and shall be payable on a
pro rata basis for the period of the calendar month for which it has served as
Manager hereunder. The compensation of the Manager shall be paid by the Client
upon receipt of the Manager's statement for such compensation.






9.


Assignment






No assignment (as the term is defined in the Investment Adviser's Act of 1940) of this Agreement shall be made by the Manager without the written consent of the Client.






10.


Initial Term, Renewal and Termination







The initial term of the Agreement shall be for one year from the Effective Date.
This Agreement shall be renewed automatically each year for another year
commencing on the anniversary of the Effective Date unless it is sooner
terminated. This Agreement may be terminated either by the Client or by the
Manager, by written notice given to the other party hereto, effective thirty
(30) days after receipt of such notice. Such termination shall be without
the payment of any penalty and without liability of any party to the others,
except that the party required to pay compensation under Section 8 shall remain
liable for any accrued but unpaid compensation due the Manager as of the date of
termination. In addition, the Client may terminate this Agreement without
advance notice to the Manager if Client pays a termination fee determined as if
the Manager had continued to provide services under this Agreement for a period
of thirty (30) days after the termination date. In such case, the
termination date shall be the Appraisal Date for purposes of computing the
termination fee. Termination by either party






-3-














shall not have the effect of canceling orders to deposit or invest cash or to
purchase or sell securities or other property placed prior to the effectiveness
of termination. Termination of this Agreement for any reason shall not relieve
the Manager of liability or responsibility under this Agreement with respect to
the period prior to the effectiveness of the termination.






11.


Liability of Manager






Client specifically acknowledges and agrees that except for loss resulting from gross negligence, willful misfeasance, bad faith or reckless disregard on the part of the Manager in performance of its duties hereunder, neither the Manager nor any of the Manager's officers, directors, shareholders, agents or employees shall be liable hereunder for any action taken or not taken in providing services hereunder.






12.


Other Agreements and Obligations






(a) 



It is understood that the Manager may have advisory or other contracts with
other persons, firms, or organizations (some of which may have investment
policies similar to those of the Account) and may have other interests and
businesses. In these connections the Manager may acquire information of a
confidential nature. The Client agrees that the Manager shall not be required to
provide investment advice or take any other action on behalf of the Account with
respect to any particular investment if such action by the Manager would involve
a violation of law. All information and advice furnished by either party to this
Agreement shall be treated as confidential and shall not be disclosed to third
parties except as required by law.






(b) 



The Manager may act as investment adviser to other clients and may give advice,
and take action, with respect to any of those clients that may differ from the
advice given, or the timing or nature of action taken, with respect to the
Account. The Manager shall have no obligation to purchase or sell for Client, or
to recommend for purchase or sale by Client, any security that the Manager, its
principals, affiliates or employees may purchase for themselves or for
any other clients.






13.


Notices







All notices and instructions with respect to any matters contemplated by this
Agreement shall be deemed duly given when delivered in writing to the addresses
below or when deposited by first­-class mail addressed as follows:






(a)


To Client:


Charles J. Paydos, President


PHL VARIABLE INSURANCE COMPANY 


One American Row


Hartford, CT 06115






(b)


To Manager:


Patricia A Bannan, President


PHOENIX INVESTMENT COUNSEL, INC. 


One American Row


Hartford, CT 06115






14.


Authority to Perform







Each of the parties to this Agreement hereby represents that it is duly
authorized and empowered to execute, deliver, and perform this Agreement and the
transactions contemplated






-4-














hereby, that such action does not conflict with or violate any provision of law,
regulation, or contract, deed of trust, agreement, or other instrument to which
it is a party or by which it is bound or to which it is subject and that no
consent of any person or government regulatory agency to such party's performing
its obligation under this Agreement is required which has not been obtained, and
that this Agreement is a valid and binding obligation upon that party,
enforceable in accordance with its terms.






15.


Governing Law







The laws of the State of Connecticut shall control all matters relating to this
Agreement and shall apply to the extent not preempted by Federal law.






16.


Miscellaneous






(a) 



The Client acknowledges receipt of Part II of the Manager's Form ADV as required
by Rule 204-3 under the Investment Adviser's Act of 1940, as amended, more than
forty-eight (48) hours prior to the date of execution of this Agreement.






(b) 



This Agreement, including the schedules, constitutes the entire agreement
between the parties with respect to management of the assets in the Account and
supersedes all prior agreements between the parties relating to the matters
contained herein. Subject to the terms of Section 3 and 8, this Agreement may
not be amended except by a writing signed by the parties.






IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.






PHOENIX INVESTMENT COUNSEL, INC.










By:


  /s/ Martin J. Gavin






Executive Vice President










PHL VARIABLE INSURANCE COMPANY










By:


  /s/ Charles J. Paydos






President


















-5-