0000949377-10-000209 Sample Contracts

UNDERWRITING AGREEMENT between THE PHOENIX EDGE SERIES FUND and 1851 SECURITIES, INC.
Underwriting Agreement • August 2nd, 2010 • Phoenix Edge Series Fund • Connecticut

THIS AGREEMENT, by and between The Phoenix Edge Series Fund (the “Fund”) for its portfolios, (the “Series”), a Massachusetts business trust and 1851 Securities, Inc. (“1851”), a Delaware corporation (the “Underwriter”), shall be effective on July 1, 2010 or on such later date as 1851 receives all necessary regulatory approvals to serve as principal underwriter.

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Form of VIRTUS VARIABLE INSURANCE TRUST [Series Name(s)] SUBADVISORY AGREEMENT
Subadvisory Agreement • August 2nd, 2010 • Phoenix Edge Series Fund • Massachusetts

provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the supervision and control of the Trustees of the Fund (the “Trustees”), and to instructions from the Adviser. The Subadviser shall not, without the Fund’s prior written approval, effect any transactions that would cause the Designated Series at the time of the transaction to be out of compliance with any of such restrictions or policies.

FORM OF VIRTUS VARIABLE INSURANCE TRUST INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 2nd, 2010 • Phoenix Edge Series Fund • Massachusetts

THIS AGREEMENT, effective as of the ____ day of ____________, 2010 (the “Contract Date”) by and between Virtus Variable Insurance Trust (formerly The Phoenix Edge Series Fund), a Massachusetts business trust (the “Trust”) and Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”).

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