FIRST AMENDMENT
TO SUBADVISORY AGREEMENT
THIS AMENDMENT effective as of the 30th day of
September, 2011 amends that certain Subadvisory Agreement
effective November 5, 2010 (the "Agreement") among Virtus
Variable Insurance Trust (formerly The Phoenix Edge Series
Fund) (the "Fund"), an open-end investment company of the
series type registered under the Investment Company Act
of 1940 (the "Act") on behalf of its series Virtus
Small-Cap Growth Series and Virtus Small-Cap Value Series.
(the "Series"), Virtus Investment Advisers, Inc., a
Massachusetts corporation (the "Adviser") and Xxxxx
Xxxxxxxx Xxxxxxx Investment Management, LLC a California
limited liability company (the "Subadviser") as follows:
1.Virtus Capital Growth Series is hereby added as an
additional Series to the Agreement.
2.This term of this Amendment to the Agreement, taken
together with the entire Agreement, with respect to
Virtus Capital Growth Series, shall become effective on
the date set forth above, and shall continue in effect
until December 31, 2011. The term of each of the other
Designated Series is unaffected by this Amendment. The
Agreement shall continue from year to year thereafter
only so long as its continuance has been specifically
approved at least annually by the Trustees in accordance
with Section 15(a) of the Act, and by the majority vote
of the disinterested Trustees in accordance with the
requirements of Section 15(c) thereof.
3.The subadvisory fee for Virtus Capital Growth Series is
hereby set forth on Schedule C to the Agreement, Schedule
C is hereby deleted and Schedule C attached hereto is
substituted in its place to reflect such addition.
4.Schedule F to the Agreement is hereby deleted and
Schedule F attached hereto is substituted in its place to
reflect the addition of Virtus Capital Growth Series.
5.Except as expressly amended hereby, all provisions of the
Agreement shall remain in full force and effect and are
unchanged in all other respects. All initial capitalized
terms used but not defined herein shall have such
meanings as ascribed thereto in the Agreement.
6.This Agreement may be executed in any number of
counterparts (including executed counterparts delivered
and exchanged by facsimile transmission) with the same
effect as if all signing parties had originally signed
the same document, and all counterparts shall be
construed together and shall constitute the same
instrument. For all purposes, signatures delivered and
exchanged by facsimile transmission shall be binding and
effective to the same extent as original signatures.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto intending to be
legally bound have caused this Agreement to be executed by
their duly authorized officers.
VIRTUS VARIABLE INSURANCE TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
VIRTUS INVESTMENT ADVISERS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
ACCEPTED:
XXXXX XXXXXXXX XXXXXXX INVESTMENT
MANAGEMENT, LLC
By: /s/ Xxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxx
Title:Chief Operating Officer
SCHEDULE C
(a) For services provided to the Fund, the Adviser will
pay to the Subadviser a fee, payable in arrears at the
annual rate stated below. The fee shall be prorated for any
month during which this Agreement is in effect for only a
portion of the month. In computing the fee to be paid to the
Subadviser, the net asset value of each Designated Series
shall be valued as set forth in the then current registration
statement of the Fund.
(b) The fee to be paid to the Subadviser is to be 50%
of
the net advisory fee. For this purpose, the "net advisory
fee" means the advisory fee paid to the Adviser after
accounting for any applicable fee waiver and/or expense
limitation agreement, which shall not include reimbursement
of
the Adviser for any expenses or recapture of prior waivers.
In the event that the Adviser waives its entire fee and also
assumes expenses of the Fund pursuant to an applicable
expense
limitation agreement, the Subadviser will similarly waive its
entire fee and will share in the expense assumption by
contributing 50% of the assumed amount. However, because the
Subadviser shares the fee waiver and/or expense assumption
equally with the Adviser, if during the term of this
Agreement
the Adviser later recaptures some or all of the fees so
waived
or expenses so assumed by the Adviser and the Subadviser
together, the Adviser shall pay to the Subadviser 50% of the
amount recaptured.
SCHEDULE F
DESIGNATED SERIES
Virtus Capital Growth Series
Virtus Small-Cap Growth Series
Virtus Small-Cap Value Series
Execution Copy
