0000949377-10-000210 Sample Contracts

Form of
Virtus Variable Insurance Trust • August 2nd, 2010 • Phoenix Edge Series Fund
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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.

FORM OF VIRTUS VARIABLE INSURANCE TRUST INVESTMENT ADVISORY AGREEMENT
Form of Virtus Variable Insurance Trust 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”).

Form of UNDERWRITING AGREEMENT between VIRTUS VARIABLE INSURANCE TRUST and VP DISTRIBUTORS, INC.
Form of Underwriting Agreement • August 2nd, 2010 • Phoenix Edge Series Fund • Connecticut

THIS AGREEMENT, made and entered into _________, 2010, by and between Virtus Variable Insurance Trust (formerly The Phoenix Edge Series Fund) (the “Fund”) for certain of its portfolios as set forth on Schedule A hereto, (the “Series”), a Massachusetts business trust and VP Distributors, Inc. (“VPD”), a Connecticut corporation (the “Underwriter”).

EXPENSE LIMITATION AGREEMENT VIRTUS VARIABLE INSURANCE TRUST
Expense Limitation Agreement • August 2nd, 2010 • Phoenix Edge Series Fund • Massachusetts

This Expense Limitation Agreement (the “Agreement”) effective as of ________, 20__, is by and between Virtus Variable Insurance Trust (formerly The Phoenix Edge Series Fund), a Massachusetts business trust (the “Registrant”), on behalf of each series of the Registrant listed in Appendix A (each a “Fund” and collectively, the “Funds”) and the Adviser of each of the Funds, Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”).

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