0000949377-10-000211 Sample Contracts

Form of UNDERWRITING AGREEMENT between VIRTUS VARIABLE INSURANCE TRUST and VP DISTRIBUTORS, INC.
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”).

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Form of PARTICIPATION AGREEMENT Among VIRTUS VARIABLE INSURANCE TRUST VP DISTRIBUTORS, INC., PHOENIX LIFE INSURANCE COMPANY, PHL VARIABLE INSURANCE COMPANY INSURANCE COMPANY, PHOENIX LIFE AND ANNUITY COMPANY and
Participation Agreement • August 2nd, 2010 • Phoenix Edge Series Fund • Connecticut

THIS AGREEMENT (“Agreement”) is made and entered into as of the [__]st day of _______________ by and among Phoenix Life Insurance Company, PHL Variable Insurance Company and Phoenix Life and Annuity Company (together the “Company”) on their own behalf and on behalf of each of their separate accounts named in Schedule A, attached, (“Accounts”), 1851 Securities, Inc., (“1851”) Virtus Variable Insurance Trust (“Fund”) and VP Distributors, Inc (“Underwriter”).

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.

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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