N-14

As filed with the Securities and Exchange Commission on August 2, 2010

1933 Act Registration No. 333-________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-14

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

[   ]	Pre-Effective	[   ]	Post-Effective
	Amendment No.		Amendment No.

The Phoenix Edge Series Fund
(Phoenix Small-Cap Value Series)
[Exact Name of Registrant as Specified in Charter]

c/o CT Corporation System
155 Federal Street
Boston, Massachusetts 02110
(Address of Principal Executive Offices)

Kathleen A. McGah, Esq.
Counsel
The Phoenix Edge Series Fund
One American Row
Hartford, Connecticut 06102 (Name and Address of Agent for Service)

Copies of All Correspondence to:
Robert N. Hickey, Esq.
Sullivan & Worcester LLP
1666 K Street, N.W.
Washington, D.C. 20006

          Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective.

          Title of Securities Being Registered: Shares of beneficial interest, $1.00 par value per share.

          The Registrant has registered an indefinite amount of securities of its Phoenix Small-Cap Value Series under the Securities Act of 1933 pursuant to Section 24(f) under the Investment

          Company Act of 1940; accordingly, no fee is payable herewith. A Rule 24f-2 Notice for the Registrant’s fiscal year ended December 31, 2009 was filed with the Commission on March 24, 2010.

          It is proposed that this filing will become effective on September 1, 2010, pursuant to Rule 488 of the Securities Act of 1933.

THE PHOENIX EDGE SERIES FUND
155 Federal Street
Boston, Massachusetts 02110
September 1, 2010

Dear Variable Contract Owner:

You are a Variable Contract owner of a variable annuity contract or variable life insurance policy (each one a “Variable Contract” and together “Variable Contracts”) issued by a separate account (each one a “Separate Account” and together “Separate Accounts”) of Phoenix Life Insurance Company, PHL Variable Insurance Company or Phoenix Life and Annuity Company (collectively, “Phoenix”). Shares of the Phoenix Mid-Cap Value Series (“Mid-Cap Value”) of The Phoenix Edge Series Fund (the “Fund”) have been purchased at your direction by Phoenix through one or more of the Separate Accounts to support contract values or fund benefits payable under your Variable Contract. Phoenix (through its Separate Accounts through which your Variable Contract was issued) is the record owner of shares of Mid-Cap Value held in connection with your Variable Contract.

I encourage you to take the time to read the enclosed Prospectus/Proxy Statement and cast your ballot for a special October 29, 2010 meeting of shareholders of Mid-Cap Value. Your instruction is vital to the outcome of a proposal that is being presented by the Board of Trustees of the Fund.

Shareholders of Mid-Cap Value are being asked to approve a proposed Agreement and Plan of Reorganization, whereby the assets of Mid-Cap Value will be acquired by Phoenix Small-Cap Value Series (“Small-Cap Value”), a series of the Fund, and the assumption by Small-Cap Value of the liabilities of Mid-Cap Value (the “Reorganization”). Following the Reorganization, Mid-Cap Value shareholders will hold shares of Small-Cap Value instead of shares of Mid-Cap Value.

As record owner of the shares of Mid-Cap Value, Phoenix has been asked by the Fund’s Trustees to approve this proposal. In this regard, and as is more fully explained in the enclosed Prospectus/Proxy Statement, the Fund is holding a meeting of Mid-Cap Value’s shareholders to consider approval of the proposal. As you may know, your Variable Contract gives you the right to instruct Phoenix on how to vote Mid-Cap Value’s shares supporting your Variable Contract at any meeting of Mid-Cap Value’s shareholders at which shareholders are being asked to vote. We are writing to you to ask that you instruct us, either by telephone, internet or mail, in order that we may vote on your behalf at the meeting of shareholders of Mid-Cap Value.

Proposal details are included in the enclosed Prospectus/Proxy Statement, which also provides answers to questions about the proposal, the voting process and the shareholder meeting.

The Board of Trustees has carefully assessed the proposal, and unanimously recommends that shareholders vote FOR the proposal. To confirm the Board recommendations, please vote FOR the proposal on the enclosed voting instruction form.

Your vote is important. Please take a moment now to provide us with your voting instructions. Please follow the steps on the enclosed voting instruction form(s) to instruct us by internet or telephone, or by signing and returning the voting instruction form(s) in the enclosed postage pre-paid envelope. To request more information, please call us at the telephone number shown below.

If you should have any questions regarding these changes, please feel free to call Phoenix Variable Products Customer Service at (800) 541-0171. Thank you for your continued investment in The Phoenix Edge Series Fund.

Sincerely,

Philip K. Polkinghorn

President

Q & A FOR SHAREHOLDERS

                 While we encourage you to read the full text of the enclosed Prospectus/Proxy Statement, here is a brief overview of the proposal that will be the subject of a shareholder vote. For purposes of this overview, the term “shareholders” refers to the owners of certain variable annuity contracts and variable life insurance policies issued by separate accounts of Phoenix Life Insurance Company, PHL Variable Insurance Company and Phoenix Life and Annuity Company.

Q.	What issues am I being asked to vote on at the upcoming special meeting on October 29, 2010?
A.	Shareholders of Phoenix Mid-Cap Value Series (“Mid-Cap Value”) are being asked to approve an Agreement and Plan of Reorganization (the “Plan”) that provides for the reorganization (the “Reorganization”) of Mid-Cap Value, a series of The Phoenix Edge Series Fund (the “Fund”), into Phoenix Small-Cap Value Series (“Small-Cap Value”), another series of the Fund.
Q.	Why did the Board of Trustees approve the Reorganization?
A.	The proposed Reorganization will allow shareholders of Mid-Cap Value to own a series that is similar in style and with a greater amount of combined assets after the Reorganization. Small-Cap Value has an identical investment objective as that of Mid-Cap Value. Total annual series operating expenses, after contractual expense reimbursements, on a pro-forma basis for the combined Series are expected to be the same as those for Mid-Cap Value’s current total annual series operating expenses, after contractual expense reimbursements, while the advisory fee will be reduced. The Reorganization could create better efficiencies for the portfolio management team and perhaps lower expenses for Small-Cap Value as assets grow, which will benefit shareholders of Mid-Cap Value.
Q.	What will happen to my existing shares?
A.	Your shares of Mid-Cap Value will be exchanged for shares of Small-Cap Value. Therefore, if you own shares of Mid-Cap Value, you will own shares of Small-Cap Value following the Reorganization. You will not pay any sales charges in connection with the Reorganization. The shares of Small-Cap Value that you receive following the Reorganization will have an aggregate net asset value equal to the aggregate net asset value of your shares of Mid-Cap Value immediately prior to the Reorganization so that the value of your investment will be exactly the same immediately before and immediately after the Reorganization.
Q.	Are there differences between the investment objectives and investment strategies of Mid-Cap Value and Small-Cap Value?
A.	The investment objective of Mid-Cap Value is identical to that of Small-Cap Value. The investment strategies of Mid-Cap Value are similar to those for Small-Cap Value, but there are some differences. Although Mid-Cap Value and Small-Cap Value primarily invest in

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	equity securities of U.S. companies, Mid-Cap Value invests primarily in equity securities of companies with medium market capitalizations (those with market capitalizations between $500 million and $10 billion at the time of initial purchase), while Small-Cap Value invests primarily in equity securities of companies that, at the time of initial purchase, have market capitalizations within the range of companies included in the Russell 2000® Value Index (market capitalizations between $31.93 million and $3.9 billion as of December 31, 2009). Unlike Small-Cap Value, Mid-Cap Value may also invest in shares of exchange-traded funds, real estate investment trusts, royalty trusts, and master limited partnerships.
Q.	Will I incur any transaction costs as a result of the Reorganization?
A.	No. Shareholders will not incur any transaction costs, e.g., sales charges or redemption fees, as a result of the Reorganization.
Q.	What is the timetable for the Reorganization?
A.	If approved by shareholders of record at the special meeting to be held on October 29, 2010 (the “Meeting”), the Reorganization is expected to occur on or about November 5, 2010.
Q.	Will the Reorganization create a taxable event for me?
A.	No. The Reorganization, while not entirely free from doubt, is expected to be a tax- free transaction for federal income tax purposes.
Q.	Has the Board of Trustees approved the proposal?
A.	Yes. The Board unanimously approved the Reorganization as set forth in the Plan and recommends that you vote FOR the Plan.
Q.	Who will pay for the legal costs and proxy solicitation associated with the proposal?
A.	All of the costs incurred by Mid-Cap Value and Small-Cap Value in connection with the Reorganization will be paid equally by Virtus Investment Advisers, Inc. (“VIA”) and Phoenix Variable Advisors, Inc. (“PVA”), or their respective affiliates.
Q.	What happens if the Reorganization is not approved?
A.	If shareholders of Mid-Cap Value do not approve the Plan, the Reorganization will not take effect and the Board of Trustees of the Fund will consider other possible courses of action in the best interests of Mid-Cap Value and its shareholders. If the Reorganization is not consummated, VIA and PVA, or their respective affiliates, will pay equally the expenses incurred by Mid-Cap Value and Small-Cap Value in connection with the Reorganization.

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Q.	How do I provide voting instructions?
A.	If you do not expect to attend the Meeting, you may provide voting instructions by telephone by calling the toll- free number on the voting instruction form or by computer at the Internet address provided on the voting instruction form and following the instructions, using your voting instruction form as a guide. Alternatively, you may provide voting instructions by completing and signing the enclosed voting instruction form, and mailing it in the enclosed postage-paid envelope. You may also provide voting instructions by attending the Meeting. It is important that you provide your voting instructions promptly.
Q.	Whom should I call for additional information about this Prospectus/Proxy Statement?
A.	Please call Phoenix Variable Products Customer Service at (800) 541-0171 with any questions.

In order to avoid delay and additional expense, and to assure that your shares are represented, please provide voting instructions as promptly as possible, regardless of whether you plan to attend the Meeting. You may provide voting instructions by telephone, over the Internet or by mail. To provide voting instructions by telephone, please call the toll-free number located on your voting instruction form and follow the recorded instructions, using your voting instruction form as a guide. To provide voting instructions over the Internet, go to the Internet address provided on your voting instruction form and follow the instructions, using your voting instruction form as a guide. To provide voting

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instructions by mail, please mark, sign, date, and mail the enclosed voting instruction form. No postage is required if you use the accompanying envelope to mail the voting instruction form in the United States.

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THE PHOENIX EDGE SERIES FUND

155 Federal Street
Boston, Massachusetts 02110

Notice of Special Meeting of Shareholders

To be held on October 29, 2010

            To owners of variable annuity contracts or variable life insurance policies (each one a “Variable Contract” and together, “Variable Contracts”) issued by Phoenix Life Insurance Company, PHL Variable Insurance Company and Phoenix Life and Annuity Company (each an “Insurance Company” and, collectively, “Phoenix”) entitled to give voting instructions in connection with a separate account of Phoenix.

            NOTICE IS HEREBY GIVEN THAT a special meeting of the Shareholders of the Phoenix Mid-Cap Value Series (“Mid-Cap Value”) of The Phoenix Edge Series Fund (the “Fund ”) will be held at the office of Phoenix at One American Row, Hartford, Connecticut 06102-5056, on October 29, 2010 at 10:00 a.m. Eastern Time and any adjournments thereof (the “Meeting”) for the following purposes:

1.	To approve an Agreement and Plan of Reorganization providing for the reorganization of Mid-Cap Value into Phoenix Small-Cap Value Series, another series of the Fund.
2.	To transact such other business as may properly come before the Meeting or any adjournment(s) thereof.

             The Fund’s Board of Trustees recommends that shareholders of Mid-Cap Value vote to approve the proposal.

            Certain separate accounts (each one a “Separate Account” and together “Separate Accounts”) of Phoenix supporting variable contracts issued by Phoenix are the only shareholders of Mid-Cap Value. However, Phoenix hereby solicits, and agrees to vote the shares of Mid-Cap Value at the Meeting in accordance with, timely instructions received from Variable Contract owners having contract values allocated to a Separate Account invested in such shares. Each Insurance Company will vote all of its shares of Mid-Cap Value held by a Separate Account in the same proportion (for, against or abstain) as those shares held by the Separate Account for which the Insurance Company receives timely instructions from persons entitled to give voting instructions.

            The Board of Trustees has fixed the close of business on August 31, 2010 as the Record Date for determination of shareholders entitled to notice of and to vote at the Meeting. As a Variable Contract owner of record at the close of business on the Record Date, you have the right to instruct Phoenix as to the manner in which shares of Mid-Cap Value attributable to your Variable Contract should be voted. To assist you in giving your instructions, a voting instruction form is enclosed. In addition, a Prospectus/Proxy

Statement is attached to this Notice and describes the matter to be voted upon at the Meeting or any adjournment(s) thereof.

By order of the Board of Trustees

Kathleen A. McGah

Secretary

The Phoenix Edge Series Fund

September 1, 2010

           Shareholders who do not expect to attend the special meeting are requested to complete, sign, date and return the accompanying voting instruction form in the enclosed envelope, which needs no postage if mailed in the United States, or vote by telephone or by the internet. Instructions for the proper execution of the voting instruction form are set forth immediately following this notice or, with respect to telephone or internet voting, on the voting instruction form. It is important that the voting instruction form be returned promptly.

INSTRUCTIONS FOR SIGNING VOTING INSTRUCTION FORMS

The following general rules for signing voting instruction forms may be of assistance to you and avoid the time and expense involved in validating your vote if you fail to sign your voting instruction form properly.

1.	Individual Accounts: Sign your name exactly as it appears in the registration on the voting instruction form.
2.	Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the voting instruction form.
3.	All Other Accounts: The capacity of the individual signing the voting instruction form should be indicated unless it is reflected in the form of registration. For example:

	Registration	Valid Signature
Corporate Accounts
	(1) ABC Corp.	ABC Corp.
	(2) ABC Corp.	John Doe, Treasurer
	(3) ABC Corp. c/o John Doe, Treasurer	John Doe
	(4) ABC Corp. Profit Sharing Plan	John Doe, Trustee
Trust Accounts
	(1) ABC Trust	Jane B. Doe, Trustee
	(2) Jane B. Doe, Trustee u/t/d 12/28/78	Jane B. Doe
Custodial or Estate Accounts
	(1) John B. Smith, Cust. f/b/o
	John B. Smith, Jr. UGMA	John B. Smith
	(2) Estate of John B. Smith	John B. Smith, Jr.,
		Executor

ACQUISITION OF ASSETS OF

PHOENIX MID-CAP VALUE SERIES
a series of
The Phoenix Edge Series Fund
155 Federal Street
Boston, Massachusetts 02110
(800) 541-0171

BY AND IN EXCHANGE FOR SHARES OF

PHOENIX SMALL-CAP VALUE SERIES
a series of
The Phoenix Edge Series Fund

PROSPECTUS/PROXY STATEMENT

Dated September 1, 2010

This Prospectus/Proxy Statement is being furnished in connection with an Agreement and Plan of Reorganization (the “Plan”) which will be submitted to shareholders of Phoenix Mid-Cap Value Series (“Mid-Cap Value”), a series of The Phoenix Edge Series Fund (the “Fund”), for consideration at a Special Meeting of Shareholders to be held on October 29, 2010 at 10:00 a.m. Eastern time at the office of Phoenix Life Insurance Company, One American Row, Hartford, Connecticut 06102, and any adjournments thereof (the “Meeting”).

GENERAL

Subject to the approval of Mid-Cap Value’s shareholders, the Board of Trustees of the Fund has approved the proposed reorganization of Mid-Cap Value into Phoenix Small-Cap Value Series (“Small-Cap Value”), a series of the Fund. Mid-Cap Value and Small-Cap Value are sometimes referred to in this Prospectus/Proxy Statement individually and collectively as the “Series.”

Phoenix Life Insurance Company, PHL Variable Insurance Company and Phoenix Life and Annuity Company (individually an “Insurance Company” and collectively, the “Insurance Companies”), are the record owners of Mid-Cap Value’s shares and at the Meeting will vote the shares of the Series held in their separate accounts.

As an owner of a variable life insurance or annuity contract (a “Contract”) issued by an Insurance Company, you have the right to instruct the Insurance Company how to vote the shares of Mid-Cap Value that are attributable to your Contract at the Meeting. Although you are not directly a shareholder of Mid-Cap Value, you have this right because some or all of your Contract value is invested, as provided by your Contract, in Mid-Cap Value. For simplicity, in this Prospectus/Proxy Statement:

• “Record Holder” of Mid-Cap Value refers to each Insurance Company which holds Mid-Cap Value’s shares of record;

• “shares” refers generally to your shares of beneficial interest in the Series; and

• “shareholder” or “Contract Owner” refers to you.

In the reorganization, all of the assets of Mid-Cap Value will be acquired by Small-Cap Value in exchange for shares of Small-Cap Value and the assumption by Small-Cap Value of the liabilities of Mid-Cap Value (the “Reorganization”). If the Reorganization is approved, shares of Small-Cap Value will be distributed to each shareholder in liquidation of Mid-Cap Value, and Mid-Cap Value will be terminated as a series of the Fund. You will then hold that number of full and fractional shares of Small-Cap Value which have an aggregate net asset value equal to the aggregate net asset value of your shares of Mid-Cap Value.

Mid-Cap Value is a separate diversified series of the Fund, a Massachusetts business trust, which is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). Small-Cap Value is also a separate diversified series of the Fund. The investment objective of Mid-Cap Value is identical to that of Small-Cap Value, as follows:

Fund	Investment Objective
Mid-Cap Value	Long-term capital appreciation
Small-Cap Value	Long-term capital appreciation

The investment strategies for Mid-Cap Value are similar to those for Small-Cap Value, but there are some differences. Each of Mid-Cap Value and Small-Cap Value invests at least 80% of its assets in equity securities of U.S. issuers. Mid-Cap Value invests primarily in equity securities of companies with medium market capitalizations (those with market capitalizations between $500 million and $10 billion at the time of initial purchase), while Small-Cap Value invests primarily in equity securities of companies that, at the time of initial purchase, have market capitalizations within the range of companies included in the Russell 2000® Value Index (market capitalizations between $31.93 million and $3.9 billion as of December 31, 2009). Unlike Small-Cap Value, Mid-Cap Value may also invest in shares of exchange-traded funds, real estate investment trusts, royalty trusts, and master limited partnerships.

Phoenix Variable Advisors, Inc. (“PVA”) currently serves as the investment advisor for both Mid-Cap Value and Small-Cap Value, while Virtus Investment Advisers, Inc. (“VIA”) is expected to be the investment advisor to Small-Cap Value after the Reorganization.

Westwood Management Corp. (“Westwood”) currently serves as the investment subadvisor for both Series, while Kayne Anderson Rudnick Investment Management, LLC (“Kayne”) is expected to be the subadvisor to Small-Cap Value after the Reorganization.

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This Prospectus/Proxy Statement explains concisely the information about Small-Cap Value that you should know before voting on the Plan. Please read it carefully and keep it for future reference. Additional information concerning each Series and the Reorganization is contained in the documents described below, all of which have been filed with the Securities and Exchange Commission (“SEC”):

Information about Mid-Cap Value	How to Obtain this Information:
Prospectus of the Fund relating to Mid-Cap Value, dated May 1, 2010, as supplemented	Copies are available upon request and without charge if you:
Statement of Additional Information of the Fund relating to Mid-Cap Value, dated May 1, 2010, as supplemented	•	Visit: https://www.phoenixwm.phl.com/public/products/regulatory/index.jsp on the Internet;
Annual Report of the Fund relating to Mid-Cap Value for the year ended December 31, 2009	•	Write to: Phoenix Life Insurance Company P.O. Box 8027 Boston, MA 02262-8027; or
	•	Call (800) 541-0171 toll-free.
Information about Small-Cap Value	How to Obtain this Information:
Prospectus of the Fund relating to Small-Cap Value, dated May 1, 2010, as supplemented	Copies are available upon request and without charge if you:
Statement of Additional Information of the Fund relating to Small-Cap Value, dated May 1, 2010, as supplemented	•	Visit: https://www.phoenixwm.phl.com/public/products/regulatory/index.jsp on the Internet;
Annual Report of the Fund relating to Small-Cap Value for the year ended December 31, 2009	•	Write to: Phoenix Life Insurance Company P.O. Box 8027 Boston, MA 02262-8027; or
	•	Call (800) 541-0171 toll-free.

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Information about the Reorganization:	How to Obtain this Information:
Statement of Additional Information dated September 1, 2010, which relates to this Prospectus/Proxy Statement and the Reorganization	Copies are available upon request and without charge if you:
	•	Visit: https://www.phoenixwm.phl.com/public/products/regulatory/index.jsp on the Internet;
	•	Write to:
		Phoenix Life Insurance Company
		P.O. Box 8027
		Boston, MA 02262-8027; or
	•	Call (800) 541-0171 toll-free.

You can also obtain copies of any of these documents without charge on the EDGAR database on the SEC’s Internet site at http://www.sec.gov. Copies are available for a fee by electronic request at the following e-mail address: publicinfo@sec.gov, or from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549.

Information relating to Mid-Cap Value and Small-Cap Value contained in the Prospectus of the Fund dated May 1, 2010, as supplemented, (SEC File No. 811-04642) is incorporated by reference in this document. (This means that such information is legally considered to be part of this Prospectus/Proxy Statement.) The Statement of Additional Information dated September 1, 2010 relating to this Prospectus/Proxy Statement and the Reorganization, which includes the financial statements of the Fund relating to Small-Cap Value and Mid-Cap Value, and the pro forma financial statements of the Fund relating to Small-Cap Value, for the year ended December 31, 2009 is incorporated by reference in its entirety in this document.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT DETERMINED THAT THE INFORMATION IN THIS PROSPECTUS/PROXY STATEMENT IS ACCURATE OR ADEQUATE, NOR HAS IT APPROVED OR DISAPPROVED THESE SECURITIES. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A CRIMINAL OFFENSE.

An investment in Small-Cap Value:

• is not a deposit of, or guaranteed by, any bank

• is not insured by the FDIC, the Federal Reserve Board or any other government agency

• is not endorsed by any bank or government agency

• involves investment risk, including possible loss of the purchase payment of your original investment

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Table of Contents
SUMMARY	7
Why is the Reorganization being proposed?	7
What are the key features of the Reorganization?	7
After the Reorganization, what shares will I own?	8
How will the Reorganization affect me?	8
How do the Trustees recommend that I vote?	8
Will I be able to purchase and redeem shares, change my investment options, annuitize and receive distributions in the same way?	9
How do the Series’ investment objectives and principal investment strategies compare?	9
How do the Series’ fees and expenses compare?	10
How do the Series’ portfolio turnover rates compare?	12
How do the Series’ performance records compare?	12
Who will be the Advisor of my Series after the Reorganization? What will the advisory fees be after the Reorganization?	14
What will be the primary federal tax consequences of the Reorganization?	17
What will happen if the Reorganization is not approved?	18
RISKS	18
Are the risk factors for each Series similar?	18
What are the primary risks of investing in each Series?	18
INFORMATION ABOUT THE REORGANIZATION	20
Agreement and Plan of Reorganization	21
Federal Income Tax Consequences	23
Pro Forma Capitalization	24
Distribution of Shares	25
Purchase and Redemption Procedures	26
Exchange Privileges	26
Dividend Policy	26
Taxes	26
Payments to Insurance Companies and Other Financial Intermediaries	27
COMPARATIVE INFORMATION ON SHAREHOLDERS’ RIGHTS	27
Form of Organization	27
Capitalization	27
Shareholder Liability	28
Shareholder Meetings and Voting Rights	28
Liquidation	30
Liability and Indemnification of Trustees	30
INFORMATION CONCERNING THE MEETING AND VOTING REQUIREMENTS	31
Shareholder Information	33
Control Persons and Principal Holders of Securities	33
FINANCIAL STATEMENTS AND EXPERTS	34
LEGAL MATTERS	34

ADDITIONAL INFORMATION	34
OTHER BUSINESS	34
Exhibit A —Form of Agreement and Plan of Reorganization	A-1

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SUMMARY

THIS SECTION SUMMARIZES THE PRIMARY FEATURES AND CONSEQUENCES
OF THE REORGANIZATION. IT MAY NOT CONTAIN ALL OF THE
INFORMATION THAT IS IMPORTANT TO YOU. TO UNDERSTAND THE
REORGANIZATION, YOU SHOULD READ THIS ENTIRE PROSPECTUS/PROXY
STATEMENT AND THE EXHIBIT.

This summary is qualified in its entirety by reference to the additional information contained elsewhere in this Prospectus/Proxy Statement, the Prospectus and Statement of Additional Information relating to the Series and the form of the Plan, which is attached to this Prospectus/Proxy Statement as Exhibit A.

Why is the Reorganization being proposed?

The proposed Reorganization will allow shareholders of Mid-Cap Value to own shares of a series that is similar in style and with a greater amount of combined assets after the Reorganization. Small-Cap Value has an identical investment objective to that of Mid-Cap Value. While Mid-Cap Value has historically generally outperformed Small-Cap Value, a new subadvisor is expected to be appointed to manage the combined Series after the Reorganization, whose small-cap value composite has outperformed both Series for the one-, three- and five-year periods ending March 31, 2010. Total annual operating expenses, after contractual expense reimbursements, on a pro-forma basis for the combined Series are expected to be the same as those for Mid-Cap Value’s current total annual operating expenses, after contractual expense reimbursements, while the advisory fee will be reduced. The Reorganization could create better efficiencies for the portfolio management team and could lower expenses for Small-Cap Value as assets grow, which will benefit shareholders of Mid-Cap Value.

What are the key features of the Reorganization?

The Plan sets forth the key features of the Reorganization. For a complete description of the Reorganization, see Exhibit A. The Plan generally provides for the following:

• the transfer in-kind of all of the assets of Mid-Cap Value to Small-Cap Value in exchange for shares of Small-Cap Value;

• the assumption by Small-Cap Value of all of the liabilities of Mid-Cap Value;

• the liquidation of Mid-Cap Value by distribution of shares of Small-Cap Value to Mid-Cap Value’s shareholders; and

• the structuring of the Reorganization in a manner intended to qualify as a tax-free reorganization for federal income tax purposes.

Subject to the required shareholder approval, the Reorganization is expected to be completed on or about November 5, 2010.

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After the Reorganization, what shares will I own?

If you own shares of Mid-Cap Value, you will own shares of Small-Cap Value.

The new shares you receive will have the same total value as your shares of Mid-Cap Value, as of the close of business on the day immediately prior to the Reorganization.

How will the Reorganization affect me?

It is anticipated that the Reorganization may result in better operating efficiencies. Upon the reorganization of Mid-Cap Value into Small-Cap Value, operating efficiencies are anticipated to be achieved by Small-Cap Value because it will have a greater level of assets. As of June 30, 2010, Mid-Cap Value’s net assets were approximately $99.7 million and Small-Cap Value’s net assets were approximately $34.1 million. It is believed that a larger, combined series will have a greater likelihood of gaining additional assets, which may lead to greater economies of scale. Total annual operating expenses, after contractual expense reimbursements, for the 12 months ended December 31, 2009 for Mid-Cap Value and Small-Cap Value, and for Small-Cap Value on a pro forma basis after the Reorganization are expected to be 1.30%.

The Reorganization will not affect your Contract rights. The value of your Contract will remain the same immediately following the Reorganization. Small-Cap Value will sell its shares on a continuous basis at net asset value currently only to insurance companies under Federal tax law. Each Insurance Company will keep the same separate account. Your Contract values will be allocated to the same separate account and that separate account will invest in Small-Cap Value after the Reorganization. After the Reorganization, your Contract values will depend on the performance of Small-Cap Value rather than that of Mid-Cap Value. The Board of Trustees of the Fund believes that the Reorganization will benefit both Mid-Cap Value and Small-Cap Value. The costs of the Reorganization, including the costs of the Meeting, the proxy solicitation or any adjourned session, will be paid equally by PVA and VIA, or their respective affiliates.

Like Mid-Cap Value, Small-Cap Value will pay dividends from net investment income and distribute net realized capital gains, if any, to the Insurance Company separate accounts (not to you) at least once a year. These dividends and distributions will continue to be automatically reinvested by your Insurance Company in additional shares of Small-Cap Value.

How do the Trustees recommend that I vote?

The Trustees of the Fund, including the Trustees who are not “interested persons” as such term is defined in the 1940 Act (the “Disinterested Trustees”), have concluded that the Reorganization would be in the best interests of Mid-Cap Value and its shareholders, and that the shareholders’ interests will not be diluted as a result of the Reorganization. Accordingly, the Trustees have submitted the Plan for approval of the shareholders of Mid-Cap Value.

THE TRUSTEES RECOMMEND THAT YOU VOTE FOR THE PLAN AND THE
REORGANIZATION CONTEMPLATED THEREBY

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Will I be able to purchase and redeem shares, change my investment options, annuitize and receive distributions in the same way?

The Reorganization will not affect your right to purchase and redeem shares, change among the Insurance Company’s investment options in the Contract, to annuitize or to receive distributions as permitted by your Contract. After the Reorganization, you will be able under your Contract to purchase additional shares, as applicable, of Small-Cap Value in the same manner as you did for your shares of Mid-Cap Value before the Reorganization. For more information, see “Purchase and Redemption Procedures,” “Exchange Privileges” and “Dividend Policy” below.

How do the Series’ investment objectives and principal investment strategies compare?

The investment objective of Mid-Cap Value is identical to that of Small-Cap Value. The investment objectives of both Mid-Cap Value and Small-Cap Value are non-fundamental, which means that each may be changed by vote of the respective Series’ Trustees and without shareholder approval, upon 60 days’ notice. The investment strategies of the two Series are similar.

The following table summarizes a comparison of Mid-Cap Value and Small-Cap Value with respect to their investment objectives and principal investment strategies, as set forth in the Prospectuses and Statements of Additional Information relating to the Series. Small-Cap Value is described as it will be managed if shareholders approve VIA as the investment advisor and Kayne as the new subadvisor.

	Mid-Cap Value	Small-Cap Value
Investment Objective	Long-term capital appreciation.	Long-term capital appreciation.
Principal Investment Strategies	Under normal circumstances, invest at least 80% of its net assets in equity securities of companies with medium market capitalizations. For purposes of this Series, medium market capitalization companies are those with market capitalizations between $500 million and $10 billion at the time of initial purchase. Primarily invests directly in common stocks of mid-cap companies, but may also invest in shares of exchange-traded funds, real estate investment trusts, royalty trusts, and master limited partnerships. Invests in approximately 45-65	Under normal circumstances, invest at least 80% of its assets in common stocks of small capitalization companies that, at the time of initial purchase, have market capitalizations within the range of companies included in the Russell 2000® Value Index. As of December 31, 2009, the market capitalization range of companies included in the Russell 2000® Value Index was $31.93 million to $3.9 billion. The subadvisor uses a strategy emphasizing consistently growing, highly profitable, low debt companies in mature industries with rising cash flows which the subadviser deems to be of high quality. If a company meets

9

securities that are well diversified among market sectors.

In selecting investments for the Series, the subadvisor utilizes a value style of investing and selects common stocks that it believes are currently undervalued in the market. Key metrics for evaluating the risk/return profile of an investment may include an improving return on equity, a declining debt/equity ratio and, in the case of common equities, positive earnings surprises without a corresponding increase in Wall Street estimates. these criteria, the subadviser researches and analyzes that company’s strength of management, relative competitive position in the industry and its financial structure.

A proprietary model is used to determine relative value.

Generally, the Series invests in approximately 20-35 securities at any given time.

The principal risks of the Series are similar. For a discussion of the Series’ principal risks, see the section entitled “Risks” below.

The Series have other investment policies, practices and restrictions which, together with their related risks, are also set forth in the Prospectuses and Statements of Additional Information of the Series.

Although Mid-Cap Value and Small-Cap Value have identical investment objectives and similar investment strategies, all or a substantial portion of the securities held by Mid-Cap Value may be sold after the Reorganization in order to comply with the investment practices of Small-Cap Value in connection with the Reorganization. For any such sales, the transaction costs will be borne by Small-Cap Value. Such costs are ultimately borne by Small-Cap Value’s shareholders.

How do the Series’ fees and expenses compare?

Each of Mid-Cap Value and Small-Cap Value offer only one class of shares. You will not pay any initial or deferred sales charge in connection with the Reorganization. The following tables allow you to compare the various fees and expenses that you may pay for buying and holding shares of each of the Series. The columns entitled “Small-Cap Value (Pro Forma)” show you what fees and expenses are estimated to be assuming the Reorganization takes place.

The amounts for the shares of Mid-Cap Value and Small-Cap Value, set forth in the following table and in the example, are based on the expenses for the 12-month period ended December 31, 2009. The amounts for shares of Small-Cap Value (Pro Forma) set forth in the following tables and in the examples are based on what the estimated expenses of Small-Cap Value would have been for the 12-month period ended December 31, 2009, assuming the Reorganization had taken place on January 1, 2009.

Shareholder Fees (fees paid directly from your investment): None

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Annual Series Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Mid-Cap Value	Small-Cap Value	Small-Cap Value (ProForma)(a)
Management Fees	1.05%	1.05%	0.90%
Distribution and Shareholder Servicing (12b-1)       Fees	None	None	0.25%
Other Expenses	0.38%	0.46%	0.26%
Total Annual Series Operating Expenses	1.43%	1.51%	1.41%
Expense Reimbursements	(0.13%)(b)	(0.21%)(b)	(0.11%)(c)
Net Annual Series Operating Expenses	1.30%	1.30%	1.30%

(a)	Expenses have been restated.
(b)	The Fund has entered into an expense limitation agreement with PVA whereby PVA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b 1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.25% of the Series’ average net assets. This expense limitation agreement is in place through at least April 30, 2011 and can only be terminated before then by mutual agreement of the Fund and PVA.
(c)	As of the effective date of the Reorganization, VIA has contractually agreed to limit Small-Cap Value’s total operating expenses (excluding taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, or extraordinary expenses, such as litigation or acquired fund fees and expenses) so that such expenses do not exceed 1.30% through November 30, 2012. Following the contractual period, VIA may discontinue this expense reimbursement arrangement at any time. Under certain conditions, VIA may recapture operating expenses reimbursed under this arrangement for a period of three years following the fiscal year in which such reimbursement occurred.

The tables below show examples of the total expenses you would pay on a $10,000 investment over one-, three-, five- and ten-year periods. The examples are intended to help you compare the cost of investing in Mid-Cap Value, Small-Cap Value and Small-Cap Value (Pro Forma), assuming the Reorganization takes place, with the cost of investing in other funds. The examples assume a 5% average annual return and that you redeem all of your shares at the end of each time period. The following tables also assume that total annual operating expenses remain

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the same and the expense limitation arrangements remain in place for the period indicated. The examples are for illustration only, and your actual costs may be higher or lower.

The Examples do not reflect the fees, expenses or withdrawal charges imposed by the Contracts for which the Series serve as investment vehicles. If those fees and expenses had been included, your costs would be higher.

Examples of Series Expenses

	One Year	Three Years	Five Years	Ten Years
Mid-Cap Value	$132	$440	$769	$1,702
Small-Cap Value	$132	$457	$804	$1,784
Small-Cap Value (ProForma)	$132	$420	$746	$1,668

How do the Series’ portfolio turnover rates compare?

Each Series pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in Annual Series Operating Expenses or in the Example of Series Expenses, affect the Series’ performance. During the most recent fiscal year, Mid-Cap Value’s portfolio turnover rate was 127% of the average value of its portfolio, while Small-Cap Value’s portfolio turnover rate was 153% of the average value of its portfolio.

How do the Series’ performance records compare?

The following charts show how the shares of Mid-Cap Value and Small-Cap Value have performed in the past. Small-Cap Value commenced operations on November 20, 2000. Past performance is not an indication of future results.

Past performance does not reflect the fees, expenses or withdrawal charges imposed by the Contracts for which the Series serve as investment vehicles. If those fees and expenses had been included, performance would be lower.

Year-by-Year Total Return (%)

The charts below show the percentage gain or loss in each full calendar year for shares of Mid-Cap Value and Small-Cap Value.

These charts should give you a general idea of the risks of investing in each Series by showing how the Series’ return has varied from year to year. These charts include the effects of Series’ expenses. Each Series can also experience short-term performance swings as indicated in the high and low quarter information at the bottom of each chart.

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Mid-Cap Value

16.89%







00 22.98%







01 -8.55%







02 40.97%







03 20.41%







04 7.73%







05 14.91%







06 2.00%







07 -35.45%







08 32.63%







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Best Quarter: 2nd - 2009	22.03	%
Worst Quarter: 4th - 2008	- 26.90	%

Small-Cap Value

15.76%







01 -8.54%







02 43.86%







03 22.67%







04 7.46%







05 16.75%







06 -2.10%







07 -37.91%







08 20.90%







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Best Quarter: 2nd - 2003	21.15	%
Worst Quarter: 4th - 2008	- 29.64	%

The next set of tables lists the average annual total return of the shares of Mid-Cap Value for the past one, five and ten years, and Small-Cap Value for the past one and five years and since inception (through December 31, 2009). These tables include the effects of Series expenses and are intended to provide you with some indication of the risks of investing in each Series by comparing its performance with appropriate widely recognized indexes of securities, descriptions of which can be found following the table.

Average Annual Total Return (for the period ended 12/31/2009)

Mid-Cap Value	1 Year Ended 12/31/09	5 Years Ended 12/31/09	10 Years Ended 12/31/09
Mid-Cap Value	32.63%	1.57%	9.21%
S&P 500® Index	26.46%	0.42%	-0.96%
Russell 2500® Value Index	27.68%	0.84%	8.18%

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Small-Cap Value	1 Year Ended 12/31/09	5 Years Ended 12/31/09	Since Inception 11/20/2000
Small-Cap Value	20.90%	-1.61%	6.88%
S&P 500® Index	26.46%	0.42%	-0.17%
Russell 2000® Value Index	20.58%	0.01%	7.74%

__________________________

The S&P 500 Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The Russell 2500® Value Index is a market capitalization-weighted index of those Russell 2500 companies with lower price-to-book ratios and lower forecasted growth values. The Russell 2000® Value Index is a market capitalization-weighted index of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values. The indexes are calculated on a total-return basis. These indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the fees or expenses associated with the active management of an actual portfolio.

For a detailed discussion of the manner of calculating total return, please see the Series’ Statement of Additional Information. Generally, the calculations of total return assume the reinvestment of all dividends and capital gain distributions on the reinvestment date and the deduction of all recurring expenses that were charged to shareholders’ accounts.

Important information about Small-Cap Value is also contained in management’s discussion of the Series’ performance, which appears in the most recent Annual Report relating to Small-Cap Value.

Who will be the Advisor of my Series after the Reorganization? What will the advisory fees be after the Reorganization?

Management of the Fund

The overall management of Mid-Cap Value and Small-Cap Value is the responsibility of, and is supervised by, the Board of Trustees of the Fund.

Advisor

PVA is currently the investment advisor for Small-Cap Value and is responsible for managing the Series’ investment program and for the general operations of the Series, including oversight of the Series’ subadvisor and recommending its hiring, termination and replacement. Subject to the approval of Small-Cap Value’s current shareholders, the Board of Trustees of the Fund has approved an investment advisory agreement with VIA with respect to Small-Cap Value. If Small-Cap Value’s current shareholders approve this investment advisory agreement, then VIA would become investment advisor for Small-Cap Value.

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Facts about VIA:

• VIA is an indirect, wholly-owned subsidiary of Virtus Investment Partners, Inc. and has acted as an investment advisor for over 70 years.

• VIA acts as investment advisor for over 40 mutual funds and as advisor to institutional clients, with assets under management of approximately $13.2 billion as of December 31, 2009.

• VIA is located at 100 Pearl Street, Hartford, Connecticut 06103.

VIA and the Fund have each received an exemptive order from the SEC granting exemptions from certain provisions of the 1940 Act pursuant to which the Series’ investment advisor is, subject to supervision and approval of the Board of Trustees, permitted to enter into and materially amend subadvisory agreements without such agreements being approved by the shareholders of the applicable series of the Fund. The Fund and VIA therefore, with approval from the Board of Trustees, would have the right to hire, terminate, or replace subadvisors without shareholder approval, including, without limitation, the replacement or reinstatement of any subadvisor with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. VIA will continue to have the ultimate responsibility to oversee the subadvisors to the Board of Trustees and recommend their hiring, termination and replacement. Within 90 days of the hiring of any new subadvisor for a Series, Contract Owners that are invested in the Series through their Contract will be furnished with all information about the new subadvisor that would be in a proxy statement seeking shareholder approval of the new subadvisor.

Subadvisor

Westwood currently is the investment subadvisor to Small-Cap Value. Pursuant to the Subadvisory Agreement with PVA, the subadvisor is responsible for the day-to-day management of the Series’ portfolio. Subject to the approval of Small-Cap Value’s current shareholders, VIA is expected to appoint Kayne as the investment subadvisor for Small-Cap Value. In connection with the change in investment advisor, Small-Cap Value’s name is expected to be changed to “Virtus Small-Cap Value Series.” If Small-Cap Value’s current shareholders do not approve VIA as investment advisor and Kayne as the subadvisor for Small-Cap Value, then PVA and Westwood would continue to serve as investment advisor and subadvisor, respectively, for Small-Cap Value.

Facts about Kayne:

• Kayne is an indirect, wholly-owned subsidiary of Virtus Investment Partners, Inc. and has acted as an investment advisor since 1984.

• Kayne provides investment management and advisory services to various institutional and retail accounts, with assets under management of approximately

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	$4.1 billion as of March 31, 2010.
•	Kayne is located at 1800 Avenue of the Stars, 2nd Floor, Los Angeles, California 90067.

Advisory Fees

For its management and supervision of the daily business affairs of Small-Cap Value, PVA is entitled to receive a monthly fee at an annual rate of 1.05% of Small-Cap Value’s average daily net assets up to $100 million, plus 1.00% of such assets over $100 million up to $150 million, plus 0.95% of such assets over $150 million. In the event VIA becomes Small-Cap Value’s advisor, the advisory fee is expected to be reduced to an annual rate of 0.90% of Small-Cap Value’s average daily net assets.

PVA has contractually agreed to limit Small-Cap Value’s other expenses through April 30, 2011, which has the effect of limiting the expense ratio for Small-Cap Value. Unless otherwise agreed upon, PVA may reduce or cease the expense limitation at any time after the contractual period.

If VIA becomes the investment advisor for Small-Cap Value, VIA has contractually agreed to limit Small-Cap Value’s total operating expenses (excluding taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, or extraordinary expenses, such as litigation or acquired fund fees and expenses) so that such expenses do not exceed 1.30% through November 30, 2012. After November 30, 2012, VIA has contractually agreed to limit Small-Cap Value’s total operating expenses (excluding taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, or extraordinary expenses, such as litigation or acquired fund fees and expenses) so that such expenses do not exceed the median operating expenses of Small-Cap Value’s peer group, as defined by Lipper Inc., through April 30, 2014. The peer group median will be based on the operating expense ratio of those funds in the peer group as of the end of the previous fiscal year, and thus the actual limit will not be known until that time. Following the contractual period, VIA may discontinue this expense reimbursement arrangement at any time. Under certain conditions, VIA may recapture operating expenses reimbursed under this arrangement for a period of three years following the fiscal year in which such reimbursement occurred.

Subadvisory Fees

Under the terms of the Subadvisory Agreement, the subadvisor is paid by PVA for providing advisory services to Small-Cap Value. Small-Cap Value does not pay a fee to the subadvisor. PVA pays the subadvisor a subadvisory fee at the rate of 0.70% on the first $50 million and 0.62% over $50 million of Small-Cap Value’s average daily net assets.

In the event VIA becomes the investment advisor for Small-Cap Value and Kayne is appointed as the subadvisor, VIA will pay a monthly subadvisory fee to Kayne computed at the rate of 50% of the gross advisory fee paid by the Series to VIA.

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Portfolio Management

     The following members of Kayne’s Small Cap Investment Team are expected to manage Small-Cap Value after the Reorganization:

• Robert A. Schwarzkopf, CFA. Mr. Schwarzkopf is Chief Investment Officer and a member of the Executive Management Committee with Kayne. He is a Portfolio Manager for the Small Cap Quality Value and Small Cap Sustainable Growth strategies. He joined Kayne in 1991 and has approximately 29 years of equity research experience.

• Julie Kutasov. Ms. Kutasov is a Portfolio Manager for the Small Cap Quality Value strategy and a Senior Research Analyst with primary research responsibilities for the small and mid-capitalization producer-durables and financials sectors. She joined Kayne in 2001, and has approximately nine years of equity research experience.

• Craig Stone. Mr. Stone is a Portfolio Manager for the Small Cap Quality Value strategy and a Senior Research Analyst with primary research responsibilities for the small and mid-capitalization producer-durables and energy sectors. He joined Kayne in 2000, and has approximately 21 years of equity research experience.

What will be the primary federal tax consequences of the Reorganization?

Prior to or at the completion of the Reorganization, the Series will have received an opinion from the law firm of Sullivan & Worcester LLP that, while the matter is not entirely free from doubt, for federal income tax purposes, the Reorganization contemplated by the Plan will qualify as a tax-free reorganization described in section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that, while the matter is not entirely free from doubt, each Series will be “a party to a reorganization,” within the meaning of section 368(b) of the Code.

If the Reorganization qualifies as a tax-free reorganization and each of the Series is a party to a reorganization, as described above, then, as a result, for federal income tax purposes, no gain or loss will be recognized by Mid-Cap Value or its Record Holders as a result of receiving shares of Small-Cap Value in connection with the Reorganization. The holding period and aggregate tax basis of the shares of Small-Cap Value that are received by the Record Holders of Mid-Cap Value will be the same as the holding period and aggregate tax basis of the shares of Mid-Cap Value previously held by such Record Holders, provided that such shares of Mid-Cap Value are held as capital assets. In addition, no gain or loss will be recognized by Small-Cap Value upon the receipt of the assets of Mid-Cap Value in exchange for shares of Small-Cap Value and the assumption by Small-Cap Value of Mid-Cap Value’s liabilities, and the holding period and tax basis of the assets of Mid-Cap Value in the hands of Small-Cap Value as a result of the Reorganization will be the same as in the hands of Mid-Cap Value immediately prior to the Reorganization. Assuming each shareholder’s Contract is treated as a variable annuity for federal income tax purposes, each shareholder will not recognize taxable income as a result of the Reorganization.

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What will happen if the Reorganization is not approved?

If shareholders do not approve the Reorganization, then the Trustees of the Fund will consider other possible courses of action in the best interests of Mid-Cap Value and its shareholders.

RISKS

Are the risk factors for each Series similar?

Yes. The risk factors are similar due to the identical investment objectives and similar investment policies of the Series. The risks of Small-Cap Value are described in greater detail in that Series’ Prospectus and Statement of Additional Information.

What are the primary risks of investing in each Series?

An investment in each Series is subject to certain risks. There is no assurance that investment performance of either Series will be positive or that the Series will meet their investment objectives. The following disclosure highlights the primary risks associated with investment in each of the Series.

Each of the Series is subject to Equity Securities Risk, Market Risk, Securities Selection Risk, Smaller Market Capitalization Risk and Value Investing Risk.

• Equity Securities Risk. In general, prices of equity securities are more volatile than those of fixed-income securities. In particular, equity securities will respond to events that affect entire financial markets or industries and to events that affect particular issuers.

• Market Risk. The value of your shares is based on the market value of the Series’ investments. Changing economic conditions may cause a decline in the value of many or most investments. Particular industries can face poor market conditions for their products or services so that companies engaged in those businesses do not perform as well as companies in other industries. Interest rate changes may improve prospects for certain types of businesses and they may worsen prospects for others. Share values also can decline if the specific companies selected for investment fail to perform as expected, regardless of general economic trends, industry trends, interest rates and other economic factors.

• Securities Selection Risk. There is the possibility that the specific securities held by the Series will underperform the securities held by other funds in the same asset class or the benchmark that is representative of the general performance of the asset class because of the subadvisor’s choice of portfolio securities.

• Smaller Market Capitalization Risk. Smaller companies may be affected to a greater extent than larger companies by changes in general economic conditions and conditions in particular industries. Smaller companies also may be relatively new and not have the same operating history and “track record” as larger companies, making future performance more

18

difficult to predict. Smaller companies may have rapidly changing future prospects, limited ability to raise capital, and less diversified product lines, and their securities may, at times, be difficult to sell.

•

Value Investing Risk. Value stocks are those which are believed to be undervalued in comparison to their peers due to adverse business developments or other factors. The value approach to investing involves the risk that the value of the security will not be recognized for an unexpectedly long period of time, and the risk that the security judged to be undervalued may actually be appropriately priced or even overvalued. Value stocks will typically underperform when growth investing is in favor.

     Mid-Cap Value is also subject to Master Limited Partnership Risk, Other Investment Company Risk, Real Estate Investment Trust Investment Risk and Royalty Trust Risk.

• Master Limited Partnership (MLP) Risk. Investing in a MLP may involve greater risk than investing in a corporation. State law may afford fewer protections to investors in a MLP than to investors in a corporation In addition, MLPs may be subject to state taxation in certain jurisdictions which will have the effect of reducing the amount of income paid by the MLP to its investors. To the extent that an MLP’s interests are all in a particular industry, the MLP will be negatively impacted by economic events adversely impacting that industry.

• Other Investment Company Risk. The value of ETF shares depends on the demand in the market, shares may trade at a discount or premium and the subadvisor may not be able to liquidate the Series’ holdings at the most optimal time, which could adversely affect the Series’ performance.
Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the investment company-level, such as portfolio management fees and operating expenses.

• Real Estate Investment Trust (REIT) Investment Risk. Investing in REITs involves the risks generally associated with the real estate industry and also involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs. REITs are dependent on the quality of management skills, are frequently not diversified, and are subject to the risks of financing projects. If the Series invests in new or unseasoned REIT issuers, it may be difficult or impossible for the Series to ascertain the REIT’s management capabilities and growth prospects, or the value of its underlying assets. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be more subject to abrupt or erratic price movements than larger capitalization stocks included in the S&P 500® Index.

• Royalty Trust Risk. Because a royalty trust generally acquires an interest in natural resource companies or chemical companies, a sustained decline in demand for these resources or chemicals could adversely affect income and royalty trust revenues and cash flows. A rising interest rate environment could adversely impact the performance of royalty

19

	trusts. Similar to REITs, the Series’ investment in royalty trusts may result in the layering of expenses such that shareholders will indirectly bear a proportionate share of the royalty trusts’ operating expenses, in addition to paying Series expenses.
	Small-Cap Value is also subject to Limited Number of Investments Risk.
•	Limited Number of Investments Risk. Conditions that negatively affect securities in the portfolio will have greater impact on the Series as compared with a fund that holds a greater number of security positions. In addition, the Series may be more sensitive to changes in the market value of a single issuer in its portfolio, making the value of your shares potentially more volatile.

Please refer to each Series’ Prospectus and Statement of Additional Information for more information on risks.

INFORMATION ABOUT THE REORGANIZATION

At special meetings held on July 1, 2010 and July 26, 2010, all of the Trustees of the Fund on behalf of Mid-Cap Value, including the Disinterested Trustees, considered and approved the Reorganization as set forth in the Plan. They determined that the Reorganization was in the best interests of Mid-Cap Value and its shareholders, and that the interests of existing shareholders of Mid-Cap Value will not be diluted as a result of the transactions contemplated by the Reorganization.

Before approving the Plan, the Trustees evaluated extensive information provided by the management of the Series and reviewed various factors about the Series and the proposed Reorganization. The Trustees noted that Small-Cap Value has an identical investment objective and similar investment strategies as Mid-Cap Value. They further noted that while Mid-Cap Value has historically generally outperformed Small-Cap Value, a new subadvisor is expected to be appointed to manage the combined Series after the Reorganization, whose small-cap value composite has outperformed both Series for the one-, three- and five-year periods ending March 31, 2010. Total annual operating expenses, after contractual expense reimbursements, on a proforma basis for the combined Series are expected to be the same as those for Mid-Cap Value’s current total annual operating expenses, after contractual expense reimbursements, while the advisory fee will be reduced.

The Trustees considered the relative asset size of each Series, including the benefits of creating an entity with a higher combined level of assets.

In addition, the Trustees considered, among other things:

• the terms and conditions of the Reorganization;

• the fact that the Reorganization would not result in the dilution of shareholders’ interests;

• the effect of the Reorganization on the Contract Owners and the value of their contracts;

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• the long-term, consistent performance records of VIA and Kayne, the expected new advisor and subadvisor for Small-Cap Value;

• the fact that VIA and PVA, or one of their respective affiliates, will equally bear the expenses incurred in connection with the Reorganization;

• the benefits to shareholders, including from operating efficiencies, which may be achieved from participating in the restructuring of the investment portfolios to be offered in connection with each Insurance Company’s and non-affiliated insurance company’s insurance and annuity products;

• the fact that Small-Cap Value will assume all of the liabilities of Mid-Cap Value;

• the fact that, while not entirely free from doubt, the Reorganization is expected to be a tax-free transaction for federal income tax purposes; and

• alternatives available to shareholders of Mid-Cap Value, including the ability to instruct the Insurance Company to move their investment into other investment options under their Contracts.

During their consideration of the Reorganization, the Trustees of the Fund consulted with counsel to the Disinterested Trustees, as appropriate.

After consideration of the factors noted above, together with other factors and information considered to be relevant, and recognizing that there can be no assurance that any operating efficiencies or other benefits will in fact be realized, the Trustees of the Fund concluded that the proposed Reorganization would be in the best interests of Mid-Cap Value and its shareholders. Consequently, they approved the Plan and directed that the Plan be submitted to shareholders of Mid-Cap Value for approval.

The Trustees of the Fund have also approved the Plan on behalf of Small-Cap Value, after concluding that the proposed Reorganization would be in the best interests of Small-Cap Value and its shareholders.

Agreement and Plan of Reorganization

The following summary is qualified in its entirety by reference to the Plan (the form of which is attached as Exhibit A to this Prospectus/Proxy Statement).

The Plan provides that all of the assets of Mid-Cap Value will be acquired by Small-Cap Value in exchange for shares of Small-Cap Value and the assumption by Small-Cap Value of all of the liabilities of Mid-Cap Value on or about November 5, 2010, or such other date as may be agreed upon by the parties (the “Closing Date”). Prior to the Closing Date, Mid-Cap Value will endeavor to discharge all of its known liabilities and obligations. Mid-Cap Value will prepare an unaudited statement of its assets and liabilities as of the Closing Date.

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At or prior to the Closing Date, Mid-Cap Value will declare and pay a distribution or distributions that, together with all previous distributions, shall have the effect of distributing to its Record Holders (i) all of its investment company taxable income and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to 4:00 p.m. Eastern time on the Closing Date; and (ii) any undistributed investment company taxable income and net realized capital gains from any period to the extent not otherwise already distributed.

The number of full and fractional shares of Small-Cap Value to be received by the Record Holders of Mid-Cap Value will be determined by dividing the net assets of Mid-Cap Value by the net asset value of a share of Small-Cap Value. These computations will take place as of immediately after the close of business on the New York Stock Exchange and after the declaration of any dividends at or prior to the Closing Date (the “Valuation Date”). The net asset value per share will be determined by dividing assets, less liabilities, by the total number of outstanding shares.

VP Distributors, Inc., the administrator for both Series, will compute the value of each Series’ respective portfolio of securities. The method of valuation employed will be consistent with the procedures set forth in the Prospectus and Statement of Additional Information of the Fund, Rule 22c-1 under the 1940 Act, and with the interpretations of that Rule by the SEC’s Division of Investment Management.

Immediately after the transfer of its assets to Small-Cap Value, Mid-Cap Value will liquidate and distribute pro rata to the Record Holders as of the close of business on the Closing Date the full and fractional shares of Small-Cap Value received by Mid-Cap Value. The liquidation and distribution will be accomplished by the establishment of accounts in the names of Mid-Cap Value’s shareholders on the share records of Small-Cap Value or its transfer agent. Each account will represent the respective pro rata number of full and fractional shares of Small-Cap Value due to Mid-Cap Value’s shareholders. All issued and outstanding shares of Mid-Cap Value will be canceled. The shares of Small-Cap Value to be issued will have no preemptive or conversion rights and no share certificates will be issued. After these distributions and the winding up of its affairs, Mid-Cap Value will be terminated as a series of the Fund.

The consummation of the Reorganization is subject to the conditions set forth in the Plan, including approval by Mid-Cap Value’s shareholders and the accuracy of various representations and warranties. Notwithstanding approval of Mid-Cap Value’s shareholders, the Plan may be terminated (a) by mutual agreement of Mid-Cap Value and Small-Cap Value; (b) by either Mid-Cap Value or Small-Cap Value if the Reorganization has not occurred on or before April 30, 2011, unless such date is extended by mutual agreement of Mid-Cap Value and Small-Cap Value; or (c) by either party if the other party materially breaches its obligations under the Plan or made a material and intentional misrepresentation in the Plan or in connection with the Plan.

If the Reorganization is not consummated, PVA and VIA, or their respective affiliates, will pay equally the expenses incurred by Mid-Cap Value and Small-Cap Value in connection with the Reorganization (including the cost of any proxy soliciting agent). In such event, no portion of the expenses will be borne directly or indirectly by Mid-Cap Value, Small-Cap Value or their shareholders.

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If Mid-Cap Value’s shareholders do not approve the Reorganization, the Trustees of the Fund will consider other possible courses of action in the best interests of Mid-Cap Value and its shareholders.

Federal Income Tax Consequences

The Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization under section 368 of the Code. As a condition to the closing of the Reorganization, the Series will receive an opinion from the law firm of Sullivan & Worcester LLP to the effect that, while the matter is not entirely free from doubt, for federal income tax purposes and based upon certain facts, assumptions, and representations, the Reorganization contemplated by the Plan will qualify as a tax-free reorganization described in section 368(a) of the Code, and that, while the matter is not entirely free from doubt, each Series will be “a party to a reorganization,” within the meaning of section 368(b) of the Code.

If the Reorganization qualifies as a tax-free reorganization and each of the Series is a party to a reorganization, as described above, then, while the matter is not entirely free from doubt, as a result:

1.	No gain or loss will be recognized by Small-Cap Value upon the receipt of the assets of Mid-Cap Value solely in exchange for the shares of Small-Cap Value and the assumption by Small-Cap Value of the liabilities of Mid-Cap Value;
2.	No gain or loss will be recognized by Mid-Cap Value on the transfer of its assets to Small-Cap Value in exchange for Small-Cap Value’s shares and the assumption by Small-Cap Value of the liabilities of Mid-Cap Value or upon the distribution of Small-Cap Value’s shares to Mid-Cap Value’s Record Holders in exchange for their shares of Mid-Cap Value;
3.	No gain or loss will be recognized by Mid-Cap Value’s Record Holders upon the exchange of their shares of Mid-Cap Value for shares of Small- Cap Value in liquidation of Mid-Cap Value;
4.	The aggregate tax basis of the shares of Small-Cap Value received by each Record Holder of Mid-Cap Value pursuant to the Reorganization will be the same as the aggregate tax basis of the shares of Mid-Cap Value held by such Record Holder immediately prior to the Reorganization, and the holding period of the shares of Small-Cap Value received by each Record Holder of Mid-Cap Value will include the period during which the shares of Mid-Cap Value exchanged therefore were held by such Record Holder (provided that the shares of Mid-Cap Value are held as capital assets on the date of the Reorganization); and
5.	The tax basis of the assets of Mid-Cap Value acquired by Small-Cap Value will be the same as the tax basis of such assets to Mid-Cap Value immediately prior to the Reorganization, and the holding period of such

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assets in the hands of Small-Cap Value will include the period during which the assets were held by Mid-Cap Value.

Opinions of counsel are not binding upon the Internal Revenue Service or the courts. If the Reorganization is consummated, but does not qualify as a tax-free reorganization under the Code, Mid-Cap Value would recognize gain or loss on the transfer of its assets to Small-Cap Value and each Record Holder of Mid-Cap Value would recognize a taxable gain or loss equal to the difference between its tax basis in its Mid-Cap Value shares and the fair market value of the shares of Small-Cap Value it received. Assuming each shareholder’s Contract is treated as a variable annuity for federal income tax purposes, each shareholder will not recognize taxable income as a result of the Reorganization.

Small-Cap Value’s utilization after the Reorganization of any pre-Reorganization losses realized by Small-Cap Value to offset income or gain realized by Mid-Cap Value could be subject to limitation.

Pro Forma Capitalization

The following table sets forth the capitalization of the Series as of December 31, 2009, and the capitalization of Small-Cap Value on a pro forma basis as of that date, giving effect to the proposed acquisition of assets at net asset value. The pro forma data reflects an exchange ratio of approximately 0.9305 shares of Small-Cap Value for each share of Mid-Cap Value.

Capitalization of Mid-Cap Value, Small-Cap Value

and Small-Cap Value (Pro Forma)

	Mid-Cap Value	Small-Cap Value	Adjustments	Small-Cap Value (Pro Forma) After Reorganization
Net Assets Total Net Assets (in 000s)	$111,818	$38,420	–	$150,238
Net Asset Value Per Share	$9.82	$10.55	–	$10.55
Shares Outstanding (in 000s)	11,390	3,643	(791) (a)	14,242

(a) Reflects change in shares outstanding due to a reduction of shares of Mid-Cap Value in exchange for shares of Small-Cap Value based on the net asset value of Small-Cap Value’s shares at December 31, 2009.

The table set forth above should not be relied upon to reflect the number of shares to be received in the Reorganization; the actual number of shares to be received will depend upon the

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net asset value and number of shares outstanding of each Series at the time of the Reorganization.

Distribution of Shares

All Series of the Fund sell shares to the separate accounts of the Insurance Companies as a funding vehicle for the Contracts offered by the Insurance Companies. Expenses of Small-Cap Value are passed through to the Insurance Companies’ separate accounts and are ultimately borne by Contract Owners, subject to any expense caps or reimbursements made by the Advisor. In addition, other fees and expenses are assessed by the Insurance Company at the separate account level. (The Insurance Company Contract prospectus describes all fees and charges relating to a Contract.) Small-Cap Value may also offer shares to other separate accounts of other insurers and to employee benefit plans that are qualified plans if approved by the Board of Trustees of the Fund. Currently, all series of the Fund sell shares only to the separate accounts of the Insurance Companies. Mid-Cap Value and Small-Cap Value are each authorized to issue only one class of shares.

Currently, 1851 Securities, Inc., an affiliate of Phoenix Life Insurance Company, distributes Small-Cap Value’s shares underlying the Contracts through broker-dealers, banks, or other financial intermediaries. The Board of Trustees of the Fund has approved a distribution agreement with VP Distributors, Inc. (“VPD”), an affiliate of Virtus Investment Partners, Inc., with respect to Small-Cap Value, under which VPD would become the exclusive distributor of Small-Cap Value’s shares.

In the proposed Reorganization, shareholders of Mid-Cap Value will receive shares of Small-Cap Value. Shares of the Series are sold at net asset value without any initial or deferred sales charge. Subject to the approval of Small-Cap Value’s current shareholders, the Board of Trustees of the Fund has approved a distribution and shareholder servicing plan, pursuant to Rule 12b-1 of the 1940 Act, for Small-Cap Value. Under this plan, shares of Small-Cap Value will be subject to an ongoing distribution and shareholder servicing fee at an annual rate of 0.25% of Small-Cap Value’s average daily net assets. This fee will be used by Small-Cap Value to compensate VPD for services rendered and expenses borne in connection with activities primarily intended to result in the sale of shares of Small-Cap Value. A service fee of 0.10% that is currently paid by Small-Cap Value under the sub-transfer agency agreement is expected to be eliminated if the new distribution and shareholder servicing fee is implemented. In addition, under the expense limitation agreement between the Fund and VIA, Small-Cap Value’s total annual operating expenses, after expense reimbursements, are not expected to increase as a result of the new distribution and shareholder servicing fee. If Small-Cap Value’s current shareholders do not approve the plan, then shares of Small-Cap Value would not be subject to the new 0.25% Rule 12b-1 distribution and shareholder servicing fee.

In connection with the Reorganization, no sales charges are imposed. Certain sales or other charges are imposed by the Contracts for which Small-Cap Value serves as an investment vehicle. More detailed descriptions of the shares are contained in the Prospectus and Statement of Additional Information relating to Small-Cap Value.

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Purchase and Redemption Procedures

The prospectus for your Contract describes the procedures for investing your purchase payments or premiums in shares of a Series. No fee is charged by a Series for selling (redeeming) shares. The Contract prospectus describes whether an Insurance Company charges any fees for redeeming your interest in a Contract. Each Series buys or sells shares at net asset value per share of the Series for orders received on a given day, and the Insurance Company uses this value to calculate the value of your interest in your Contract.

The Insurance Companies, on behalf of the principal underwriter for the Contracts, place orders for the purchase or redemption of shares of a Series based on, among other factors, the amount of net Contract premiums or purchase payments transferred to the separate accounts, transfers to or from a separate account investment division and benefit payments to be effected on a given date pursuant to the terms of the Contracts. Unless received after 4 p.m. Eastern Time, in which case they are processed the following day, orders are effected at the net asset value per share for the Series determined on that same date, without the imposition of any sales commission or redemption charge. The Insurance Company uses this net asset value to calculate the value of your interest in your Contract.

Exchange Privileges

The Contract prospectus indicates whether an Insurance Company charges any fees for moving your assets from one investment option to another. No fees for exchanges are charged by the Fund.

Dividend Policy

Each Series has the same distribution policy. Each Series declares and distributes its dividends from net investment income (including any short-term capital gains) to the Insurance Company separate accounts at least once a year and not to you, the Contract Owner. These distributions are in the form of additional shares of stock and not cash. The result is that the Series’ investment performance, including the effect of dividends, is reflected in the cash value of the Contracts. All net realized long- or short-term capital gains of each Series are also declared and distributed once a year and reinvested in the Series.

Each Series has qualified, and Small-Cap Value intends to continue to qualify, to be treated as a regulated investment company under the Code. To remain qualified as a regulated investment company, the Series must distribute 90% of its taxable and tax-exempt income and diversify its holdings as required by the 1940 Act and the Code. While so qualified, so long as each Series distributes all of its net investment company taxable and tax-exempt income and any net realized gains to its Record Holders, it is expected that the Series will not be required to pay any Federal income taxes on the amounts distributed to its Record Holders.

Taxes

No discussion is included here as to the federal income tax consequences at the shareholder level because the separate accounts are the only Record Holders of the Series. For

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information concerning the federal income tax consequences to purchasers of Contracts, see the Contract prospectus which describes the particular separate account and Contract.

Payments to Insurance Companies and Other Financial Intermediaries

Shares of the Series are generally available only through intermediaries, i.e., the separate accounts. The Series (and/or their related companies) may pay the Insurance Companies (and/or their related companies) for distribution and/or other services; some of the payments may, in turn, go to broker-dealers and other financial intermediaries. These payments may create a conflict of interest for an intermediary by influencing the intermediary’s investment recommendations, or may be a factor in the Insurance Company’s decision to include the Series as an underlying investment option in a Contract. Ask your salesperson or review your Contract prospectus for more information.

COMPARATIVE INFORMATION ON SHAREHOLDERS’ RIGHTS

Form of Organization

Mid-Cap Value and Small-Cap Value are each a series of the Fund, an open-end management investment company registered with the SEC under the 1940 Act and organized as a Massachusetts business trust. The Fund is currently governed by its Declaration of Trust, as amended (“Declaration of Trust”), Board of Trustees, Massachusetts law and federal law. The Fund is organized as a “series company” as that term is used in Rule 18f-2 under the 1940 Act. The series of the Fund currently consist of Mid-Cap Value, Small-Cap Value and other mutual funds of various asset classes.

Subject to the approval of the Fund’s shareholders, the Board of Trustees of the Fund has approved an agreement and plan of reorganization that provides for the reorganization of the series of the Fund into series of a Delaware statutory trust (the “Trust Plan”). If the Fund’s shareholders approve the Trust Plan, then the Series would be reorganized as series of a Delaware statutory trust by March 31, 2011. As a result, the Fund would be governed by Delaware law rather than Massachusetts law. The discussion below assumes that: (1) the Fund’s shareholders will approve the Trust Plan, (2) the Series will be reorganized as series of a Delaware statutory trust, and (3) the Fund will adopt a new Declaration of Trust and By-Laws. If the Fund’s shareholders do not approve the Trust Plan, then the Fund would remain a Massachusetts business trust and the discussion below regarding Delaware law and the new Declaration of Trust and By-Laws would be inapplicable.

Capitalization

The beneficial interests in the Fund are represented by an unlimited number of transferable shares of beneficial interest, $1.00 par value per share of one or more series. The Declaration of Trust permits the Trustees to allocate shares into one or more series, and classes thereof, with rights determined by the Trustees, all without shareholder approval. Fractional shares may be issued by each Series.

Shares of each Series are offered only in one class and represent an equal pro rata interest in the Series. Shareholders of each Series are entitled to receive dividends and other amounts as

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determined by the Trustees. Shareholders of each Series vote separately, by Series, as to matters, such as changes in fundamental investment restrictions, that affect only their particular Series.

Shareholder Liability

Currently, shareholders of the Fund as shareholders of a Massachusetts business trust may, under certain circumstances, be held personally liable under the applicable state law for the obligations of the Fund. However, the current Declaration of Trust of the Fund contains an express disclaimer of shareholder liability and permits notice of such disclaimer to be given in each agreement entered into or executed by the Fund or the Trustees or officers of the Fund, as applicable. The current Declaration of Trust also provides for shareholder indemnification out of the assets of the Fund.

Under Delaware law, shareholders of a Delaware statutory trust are entitled to the same limitation of personal liability extended to stockholders of Delaware corporations. In the event the Series are reorganized as series of a Delaware statutory trust and the Fund or a shareholder of the Fund is subject to the jurisdiction of courts in other states, it is possible that a court may not apply Delaware law and may thereby subject shareholders of the Fund to liability. To guard against this risk, the new Declaration of Trust is expected to (a) provide that any written obligation of the Fund may contain a statement that such obligation may only be enforced against the assets of the Fund or the particular series in question and the obligation is not binding upon the shareholders of the Fund; however, the omission of such a disclaimer would not operate to create personal liability for any shareholder; and (b) provide for indemnification out of trust property of any shareholder held personally liable for the obligations of the Fund. Accordingly, assuming the Series are reorganized as series of a Delaware statutory trust, the risk of a shareholder of the Fund incurring financial loss beyond that shareholder’s investment because of shareholder liability would be limited to circumstances in which: (1) a court refuses to apply Delaware law; (2) no contractual limitation of liability was in effect; and (3) the Fund itself was unable to meet its obligations. In light of Delaware law, the nature of the Fund’s business, and the nature of its assets, the risk of personal liability to a shareholder of the Fund would be remote.

Shareholder Meetings and Voting Rights

The Fund, on behalf of Mid-Cap Value and Small-Cap Value, is not required to hold annual meetings of shareholders. However, a meeting of shareholders for the purpose of voting upon the question of removal of a Trustee must be called when requested in writing by the holders of at least 10% of the outstanding shares of the Fund. Currently, special meetings of the Fund are required to be called upon the written request of shareholders owning at least 10% of the outstanding shares entitled to vote. Under the Fund’s new By-Laws, shareholders owning at least 10% of the outstanding shares entitled to vote would only be able to request a special meeting of the Fund for the purpose of voting upon the question of removal of a Trustee. In addition, the Fund is required to call a meeting of shareholders for the purpose of electing Trustees if, at any time, less than a majority of the Trustees then holding office were elected by shareholders. The Fund currently does not intend to hold regular shareholder meetings. Cumulative voting is not permitted in the election of Trustees of the Fund.

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Except when a larger quorum is required by applicable law or the applicable governing documents, under the current Declaration of Trust, a majority of the outstanding voting shares entitled to vote present in person or by proxy constitutes a quorum for consideration of a matter at a shareholders’ meeting, but any lesser number is sufficient for adjournments. Except when a larger quorum is required by applicable law or the applicable governing documents, under the new Declaration of Trust, the Fund is expected to require 33 1/3% of the shares entitled to vote to constitute a quorum for consideration of a matter at a shareholders’ meeting. In either event, when a quorum is present at a meeting, a majority (greater than 50%) of the shares voted is sufficient to act on a matter and a plurality of the shares voted is required to elect a Trustee (unless otherwise specifically required by the applicable governing documents or other law, including the 1940 Act).

Under the current Declaration of Trust, a Trustee of the Fund may be removed with or without cause either by written instrument, signed by at least two-thirds of the number of Trustees prior to removal, or by the shareholders of the Fund at any meeting called for such purpose. The new Declaration of Trust is expected to provide that a Trustee of the Fund may be removed with or without cause at a meeting of shareholders by a vote of two-thirds of the outstanding shares of the Fund, or with or without cause by the vote of two-thirds of the number of Trustees prior to removal.

Under the current Declaration of Trust, each whole share of beneficial interest of a Series is entitled to one vote, and each fractional share is entitled to a proportionate fractional vote. The new Declaration of Trust is expected to provide that each shareholder is entitled to one vote for each dollar of net asset value of each share owned by such shareholder and each fractional dollar amount is entitled to a proportionate fractional vote.

The current Declaration of Trust provides that the Board of Trustees may sell, convey and transfer the assets of the Fund, or the assets belonging to any one or more series of the Fund, to another Trust, partnership, association or corporation organized under the laws of any state of the United States, or to the Fund, to be held as assets belonging to another series of the Fund, in exchange for cash, shares or other securities (including, in the case of a transfer to another series of the Fund, shares of such other series) with such transfer being made subject to, or with the assumption by the transferee of, the liabilities belonging to each series the assets of which are so transferred, provided, however, that no assets belonging to any particular series shall be so transferred unless the terms of such transfer shall have first been approved at a meeting called for the purpose by a vote of a majority of the outstanding voting securities of that series.

The new Declaration of Trust is expected to provide that, unless otherwise required by applicable law (including the 1940 Act), the Board of Trustees may, without obtaining a shareholder vote: (1) reorganize the Fund as a corporation or other entity, (2) merge the Fund into another entity, or merge, consolidate or transfer the assets and liabilities or class of shares to another entity and (3) combine the assets and liabilities held with respect to two or more series or classes into assets and liabilities held with respect to a single series or class.

The current Declaration of Trust provides that the Fund may be terminated at any time by a majority of the Trustees subject to approval by a vote of a majority of the outstanding shares of each series of the Fund voting separately by series. The new Declaration of Trust is expected to

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provide that, under certain circumstances, the Trustees of the Fund may terminate the Fund, a series, or a class of shares, upon written notice to the shareholders.

Liquidation

In the event of the liquidation of the Fund, a Series, or a class of shares, the shareholders are entitled to receive, when and as declared by the Trustees, the excess of the assets belonging to the Fund, the Series or attributable to the class over the liabilities belonging to the Fund, the Series or attributable to the class. The assets so distributable to shareholders of a Series will be distributed among the shareholders in proportion to the dollar value of shares of such Series or class of the Series held by them on the date of distribution.

Liability and Indemnification of Trustees

Under the current Declaration of Trust, a Trustee is generally personally liable only for willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee and shall not be liable for errors of judgment or mistakes of fact or law. As provided in the current Declaration of Trust, each Trustee of the Fund is entitled to be indemnified against all liabilities against him or her, including the costs of litigation, unless it is finally adjudicated in any such action, suit or other proceeding that the Trustee did not act in good faith in the reasonable belief that such Trustee’s action was in or not opposed to the best interests of the Fund, except that the Trustee shall not be indemnified against any liability to the Fund or its shareholders to which such Trustee otherwise would be subject by reason of his or her willful misfeasance, bad faith , gross negligence or reckless disregard of the duties involved in the conduct of the Trustee’s office. Under the current Declaration of Trust, the Fund may also advance money to a Trustee of the Fund for litigation expenses provided that the Trustee undertakes to repay such money if his or her conduct is ultimately determined to preclude indemnification under the current Declaration of Trust.

The new Declaration of Trust is expected to provide that a Trustee is generally personally liable only for willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee. The new Declaration of Trust and By-Laws are also expected to provide that each Trustee of the Fund is entitled to be indemnified against all liabilities and all expenses reasonably incurred or paid by him or her in connection with any proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her office of Trustee, unless the Trustee (1) shall have been adjudicated by the court or other body before which the proceeding was brought to be liable to the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office of Trustee (collectively, “disabling conduct”) or (2) with respect to any proceeding disposed of without an adjudication by the court or other body before which the proceeding was brought that such Trustee was liable to the Fund or its shareholders by reason of disabling conduct, unless there has been a determination that the Trustee did not engage in disabling conduct. Under the new Declaration of Trust, this determination would have to be made by (a) the court or other body before which the proceeding was brought, (b) a vote of a majority of those Trustees who are neither “interested persons” within the meaning of the 1940 Act nor parties to the proceeding or (c) an independent legal counsel in a written opinion. The new Declaration of Trust is also expected to permit the Fund

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to advance money in connection with the preparation and presentation of a defense to any proceeding provided that the Trustee undertakes to repay the Fund if his or her conduct is later determined to preclude indemnification and certain other conditions are met.

The foregoing is only a summary of certain characteristics of the operations of the current and new Declaration of Trust and By-Laws of the Fund, and Massachusetts or Delaware and federal law, as applicable, and is not a complete description of those documents or law. Shareholders should refer to the provisions of such Declaration of Trust, By-Laws and Delaware or Massachusetts and federal law, as applicable, directly for more complete information.

INFORMATION CONCERNING THE MEETING AND VOTING REQUIREMENTS

This Prospectus/Proxy Statement is being sent to shareholders of Mid-Cap Value in connection with a solicitation of voting instructions by the Trustees of the Fund, to be used at the Special Meeting of Shareholders (the “Meeting”) to be held at 10:00 a.m. Eastern time, October 29, 2010, at the offices of Phoenix Life Insurance Company, One American Row, Hartford, Connecticut 06102, and at any adjournments thereof. This Prospectus/Proxy Statement, along with a Notice of the Meeting and a voting instructions form, is first being mailed to shareholders of Mid-Cap Value on or about September 13, 2010.

The Board of Trustees of the Fund has fixed the close of business on August 31, 2010 as the record date (the “Record Date”) for determining the shareholders of Mid-Cap Value entitled to receive notice of the Meeting and to vote, and for determining the number of shares for which voting instructions may be given, with respect to the Meeting or any adjournment thereof. The Insurance Companies, through their separate accounts, own all of the shares of Mid-Cap Value, and are the Record Holders of the Series at the close of business on the Record Date. Each Insurance Company is entitled to be present and vote at the Meeting with respect to such shares of Mid-Cap Value. Each Insurance Company has undertaken to vote its shares or abstain from voting its shares of Mid-Cap Value for the Contract Owners of the Series in accordance with voting instructions received on a timely basis from those Contract Owners. In connection with the solicitation of such voting instructions, each Insurance Company will furnish a copy of this Prospectus/Proxy Statement to Contract Owners.

The number of shares as to which voting instructions may be given under a Contract is determined by the number of full and fractional shares of Mid-Cap Value held in a separate account with respect to that particular Contract. In voting for a Plan, each whole share of Mid-Cap Value is entitled to one vote and any fractional share is entitled to a proportionate fractional vote.

Voting instructions may be revoked by mailing a notice of revocation to the Secretary of the Fund at the address set forth on the cover page of this Prospectus/Proxy Statement, by executing a superseding voting instructions form by telephone or through the Internet or by attending the Meeting in person and instructing the Insurance Company how to vote your shares and giving oral notice of revocation to the Chair of the Meeting. Unless revoked, all valid voting instructions will be voted, or the Insurance Company will abstain from voting, in accordance

31

with the specifications thereon or, in the absence of such specifications, FOR approval of the proposal described in this Prospectus/Proxy Statement.

If you wish to participate in the Meeting, you may submit the voting instructions form included with this Prospectus/Proxy Statement, vote through the Internet or by telephone, or attend in person and provide your voting instructions to the Insurance Company. Guidelines on voting by mail, by telephone, through the Internet or in person at the Meeting appear on the enclosed voting instruction form.

If the enclosed voting instruction form is properly executed and returned in time to be voted at the Meeting, the shares of beneficial interest represented by the voting instructions form will be voted, or the Insurance Company will abstain from voting, in accordance with the instructions marked on the returned voting instruction form. Voting instruction forms that are properly executed and returned but are not marked with voting instructions will be voted FOR the proposal discussed in this Prospectus/Proxy Statement and FOR any other matters deemed appropriate.

Interests in Contracts for which no timely voting instructions are received will be voted, or the Insurance Company will abstain from voting, in the same proportion as the Insurance Company votes shares for which it has received voting instructions from other Contract Owners. The Insurance Company will also vote, or abstain from voting, any shares in its general account which are not attributable to Contracts in the same proportion as it votes shares held in all of the Insurance Company’s registered separate accounts, in the aggregate. Neither the SEC nor the Insurance Company requires any specific minimum percentage of Contract Owners to vote in order for the Insurance Company to echo vote the remaining unvoted votes. The Insurance Company seeks to obtain a reasonable level of turnout given the particular voting trend. The Insurance Company may use various methods of encouraging Contract Owners to vote, including additional solicitations. The practice of echo voting means that a minority of Contract Owners may, in practice, determine whether an item passes or fails.

A majority of the outstanding shares of a Series entitled to vote will constitute a quorum for the Meeting. Approval of the Plan will require approval of the shares as mandated under the 1940 Act, which is the lesser of: approval by 67% or more of the votes present at the Meeting if the holders of more than 50% of the outstanding votes are present; or approval by more than 50% of the outstanding voting securities.

Abstentions will be treated as shares voted against each of the proposals discussed in this Prospectus/Proxy Statement. As of the Record Date, the Record Holders of Mid-Cap Value were the Insurance Companies. Because the Insurance Companies are the legal owners of the shares, attendance by the Insurance Companies at the Meeting will constitute a quorum under the Declaration of Trust.

Broadridge Financial Solutions has been engaged to assist in the distribution and tabulation of voting instructions. The expenses incurred in

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connection with preparing this Prospectus/Proxy Statement and its enclosures will be paid equally by VIA and PVA, or their respective affiliates.

If shareholders of Mid-Cap Value do not vote to approve the Plan, the Trustees of the Fund will consider other possible courses of action in the best interests of Mid-Cap Value and its shareholders. If sufficient votes to approve the Plan are not received, the persons named as proxies on a proxy form sent to Record Holders may propose one or more adjournments of the Meeting to permit further solicitation of voting instructions. In determining whether to adjourn the Meeting, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to shareholders with respect to the reasons for the solicitation. Any adjournment will require an affirmative vote of a majority of those shares represented at the Meeting in person or by proxy. The persons named as proxies will vote upon such adjournment after consideration of all circumstances which may bear upon a decision to adjourn the Meeting.

A shareholder of Mid-Cap Value who objects to the proposed Reorganization as set forth in the Plan will not be entitled under either Massachusetts law or the Declaration of Trust of the Fund to demand payment for, or an appraisal of, his or her shares. However, shareholders should be aware that the Reorganization as proposed is not expected to result in recognition of gain or loss to Record Holders or Contract Owners for federal income tax purposes. In addition, if a Reorganization is consummated, the rights of Contract Owners to transfer their account balances among investment options available under the Contracts or to make withdrawals under the Contracts will not be affected.

The Fund does not hold annual shareholder meetings. If the Plan is not approved, shareholders wishing to submit proposals to be considered for inclusion in a proxy statement for a subsequent shareholder meeting should send their written proposals to the Secretary of the Fund at the address set forth on the cover of this Prospectus/Proxy Statement so that they will be received by the Fund in a reasonable period of time prior to that meeting.

The votes of the shareholders of Small-Cap Value are not being solicited by this Prospectus/Proxy Statement and are not required to carry out the Reorganization.

Shareholder Information

The Record Holders of Mid-Cap Value at the close of business on the Record Date will be entitled to be present and vote at the Meeting with respect to the shares of Mid-Cap Value owned as of the Record Date. As of the Record Date, the total number of shares of Mid-Cap Value outstanding and entitled to vote was [______].

As of the Record Date, the officers and Trustees of the Fund, as a group, owned beneficially or of record [less than 1%] of the outstanding shares of each of Mid-Cap Value and Small-Cap Value.

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Control Persons and Principal Holders of Securities

As of the Record Date, to the knowledge of the Trustees and management of the Fund, separate accounts of Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company collectively owned of record 100% of the shares of Mid-Cap Value.

[Each Insurance Company has advised the Fund that as of the Record Date, there were no persons owning Contracts of record or beneficially, which would entitle them to instruct an Insurance Company with respect to more than 5% of the shares of Mid-Cap Value or Small-Cap Value.]

As of the date of this Prospectus/Proxy Statement, Phoenix Life Insurance Company and its affiliates owned 100% of the outstanding shares of the Fund and as a result Phoenix Life Insurance Company may be deemed to be a control person with respect to the Fund with the power to exercise a controlling influence over its management or policies (as defined in the 1940 Act).

FINANCIAL STATEMENTS AND EXPERTS

The Annual Report of the Fund relating to each of Mid-Cap Value and Small-Cap Value, for the year ended December 31, 2009, including the financial statements and financial highlights for the periods indicated therein, has been incorporated by reference herein and in the Registration Statement in reliance upon the report of PricewaterhouseCoopers LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

LEGAL MATTERS

Certain legal matters concerning the issuance of shares of Small-Cap Value will be passed upon by Kathleen A. McGah, Esq., Vice President, Chief Legal Officer, Counsel, and Secretary of the Fund.

ADDITIONAL INFORMATION

The Fund is subject to the informational requirements of the Securities Exchange Act of 1934 and the 1940 Act, and in accordance therewith files reports and other information including proxy material and charter documents with the SEC. These items can be inspected and copied at the Public Reference Facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, and at the SEC’s Chicago Regional Office located at 175 W. Jackson Boulevard, Suite 900, Chicago, Illinois 60604 and the SEC’s New York Regional office located at 3 World Financial Center, Suite 400, New York, New York 10281. Copies of such materials can also be obtained at prescribed rates from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549.

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OTHER BUSINESS

The Trustees of the Fund do not intend to present any other business at the Meeting. If, however, any other matters are properly brought before the Meeting, the persons named in the accompanying voting instruction form will vote thereon in accordance with their judgment.

THE TRUSTEES OF THE FUND RECOMMEND APPROVAL OF THE
PROPOSAL AND ANY UNMARKED VOTING INSTRUCTION FORMS WILL BE
VOTED IN FAVOR OF APPROVAL OF THE PROPOSAL.

September 1, 2010

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FORM OF AGREEMENT AND PLAN OF REORGANIZATION

               THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this __ day of August, 2010, by The Phoenix Edge Series Fund, a Massachusetts business trust (the “Trust”), with its place of business at One American Row, Hartford, Connecticut 06102, on behalf of the Phoenix Small-Cap Value Series (the “Acquiring Fund”), and the Phoenix Mid-Cap Value Series (the “Acquired Fund”), each a separate series of the Trust.

              This Agreement is intended to be and is adopted as a plan of reorganization and liquidation within the meaning of Section 368(a)(1) of the United States Internal Revenue Code of 1986, as amended (the “Code”). The reorganization (the “Reorganization”) will consist of the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange solely for voting shares of beneficial interest of the Acquiring Fund (the “Acquiring Fund Shares”), the assumption by the Acquiring Fund of all liabilities of the Acquired Fund, and the distribution of the Acquiring Fund Shares to the shareholders of the Acquired Fund in complete liquidation of the Acquired Fund as provided herein, all upon the terms and conditions hereinafter set forth in this Agreement.

              Each of the Acquired Fund and the Acquiring Fund is a separate series of the Trust, which is an open-end, registered investment company of the management type. The Acquired Fund owns securities that generally are assets of the character in which the Acquiring Fund is permitted to invest.

              The Board of Trustees of the Trust, including a majority of the Trustees who are not “interested persons” of the Trust, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), has determined, with respect to the Acquiring Fund, that the exchange of all of the assets of the Acquired Fund for Acquiring Fund Shares and the assumption of all liabilities of the Acquired Fund by the Acquiring Fund is in the best interests of the Acquiring Fund and its shareholders, and that the interests of the existing shareholders of the Acquiring Fund would not be diluted as a result of this transaction.

              The Board of Trustees of the Trust, including a majority of the Trustees who are not “interested persons” of the Trust, as defined in the 1940 Act, has also determined, with respect to the Acquired Fund, that the exchange of all of the assets of the Acquired Fund for Acquiring Fund Shares and the assumption of all liabilities of the Acquired Fund by the Acquiring Fund is in the best interests of the Acquired Fund and its shareholders and that the interests of the existing shareholders of the Acquired Fund would not be diluted as a result of this transaction.

               NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

1.          TRANSACTION

              1.1           Subject to the terms and conditions set forth herein and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund’s assets, as set forth in paragraph 1.2, to the Acquiring Fund, and the Acquiring Fund agrees in exchange therefor: (i) to deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares, determined by dividing the value of the Acquired Fund’s net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Fund Share, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all liabilities of the Acquired Fund, as set forth in

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paragraph 1.3. Such transactions shall take place at the closing provided for in paragraph 3.1 (the “Closing Date”).

              1.2          The assets of the Acquired Fund to be acquired by the Acquiring Fund shall consist of all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable, that are owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund, on the Closing Date (collectively, the “Assets”).

              1.3           The Acquired Fund will endeavor to discharge or accrue for all of its known liabilities and obligations prior to the Closing Date. The Acquiring Fund shall also assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date, as defined in paragraph 2.1 (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, the Acquired Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income and realized net capital gain, if any, for the current taxable year through the Closing Date.

              1.4           Immediately after the transfer of Assets provided for in paragraph 1.1, the Acquired Fund will distribute to the Acquired Fund’s shareholders of record, determined as of immediately after the close of business on the Closing Date (the “Acquired Fund Shareholders”), on a pro rata basis, the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1, and will completely liquidate. Such distribution and liquidation will be accomplished, with respect to the Acquired Fund’s shares, by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of Acquiring Fund Shares to be so credited to Acquired Fund Shareholders shall be equal to the aggregate net asset value of the Acquired Fund shares owned by such shareholders on the Closing Date. All issued and outstanding shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund.

              1.5           Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund or its Transfer Agent, as defined in paragraph 3.3.

              1.6           Any reporting responsibility of the Acquired Fund including, but not limited to, the responsibility for filing of regulatory reports, tax returns, or other documents with the U.S. Securities and Exchange Commission (the “Commission”), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund.

2.          VALUATION

              2.1           The value of the Assets shall be the value computed as of immediately after the close of business of the New York Stock Exchange and after the declaration of any dividends at or prior to the Closing Date (such time and date being hereinafter called the “Valuation Date”), using the valuation procedures established by the Trust’s Board of Trustees, which shall be described in the then-current prospectus and statement of additional information with respect to the Acquired Fund.

              2.2           The net asset value of the Acquiring Fund Shares shall be the net asset value per share computed as of the Valuation Date, using the valuation procedures established by the

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Trust’s Board of Trustees which shall be described in the Acquiring Fund’s then-current prospectus and statement of additional information.

              2.3           The number of Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for the Acquired Fund’s Assets shall be determined by dividing the value of the net assets with respect to the shares of the Acquired Fund determined using the same valuation procedures referred to in paragraph 2.1, by the net asset value of an Acquiring Fund Share, determined in accordance with paragraph 2.2.

              2.4           VP Distributors, Inc. shall make all computations of value, in its capacity as administrator of the Trust.

3.          CLOSING AND CLOSING DATE

              3.1           The Closing Date shall be November 5, 2010, or such other date as the parties may agree. All acts taking place at the closing of the transaction (the “Closing”) shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time. The Closing shall be held at the office of the Trust, One American Row, Hartford, Connecticut 06102 or at such other time and/or place as the parties may agree.

              3.2           The Trust shall direct The Bank of New York Mellon, as custodian for the Acquired Fund (the “Custodian”), to deliver, on the next business day after the Closing, a certificate of an authorized officer stating that the Assets shall have been delivered in proper form to the Acquiring Fund on the next business day following the Closing Date. The Acquired Fund shall have delivered to the Acquiring Fund a certificate executed in the Acquired Fund’s name by its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquiring Fund, and dated as of the Closing Date, to the effect that all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund’s Custodian to the custodian for the Acquiring Fund for examination no later than on the next business day following the Closing Date, and shall be transferred and delivered by the Acquired Fund on the next business day following the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of such depositories and the Custodian, the Acquired Fund’s portfolio securities and instruments deposited with a “securities depository”, as defined in Rule 17f-4 under the 1940 Act. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date.

              3.3           The Acquiring Fund shall direct BNY Mellon Investment Servicing (U.S.), Inc. in its capacity as transfer agent for the Trust (the “Transfer Agent”), on behalf of the Acquired Fund, to deliver on the next business day following the Closing, a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Fund Shareholders, and the number and percentage ownership of outstanding shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Acquired Fund, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund’s account on the books of the Acquiring Fund.

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At the Closing each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request.

              3.4           In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquired Fund shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund is impracticable, the Closing Date shall be postponed until the first Friday after the day when trading shall have been fully resumed and reporting shall have been restored.

4.          REPRESENTATIONS AND WARRANTIES

              4.1           The Acquired Fund represents and warrants as follows:

              (a)           The Acquired Fund is duly organized as a series of the Trust, which is a business trust duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts;

              (b)           The Acquired Fund is a separate investment series of the Trust, which is a registered investment company classified as a management company of the open-end type, and each of the Trust’s registration with the Commission as an investment company under the 1940 Act, and the registration of shares of the Acquired Fund under the Securities Act of 1933, as amended (“1933 Act”), is in full force and effect;

              (c)           No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”) and the 1940 Act and such as may be required by state securities laws;

              (d)           The current prospectus and statement of additional information of the Acquired Fund conforms in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder, and does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading;

              (e)           On the Closing Date, the Acquired Fund will have good and marketable title to the Assets and full right, power, and authority to sell, assign, transfer and deliver such Assets hereunder free of any liens or other encumbrances, and upon delivery and payment for such Assets, the Acquiring Fund will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act, other than as disclosed to the Acquiring Fund;

              (f)           The Acquired Fund is not engaged currently, and the execution, delivery and performance of this Agreement will not result, in (i) a material violation of the Trust’s Agreement and Declaration of Trust, as amended (the “Trust Instrument”), or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquired Fund is a party or by which it is bound, or (ii) the acceleration of any obligation, or the imposition of any penalty, under any agreement,

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indenture, instrument, contract, lease, judgment or decree to which the Acquired Fund is a party or by which it is bound;

              (g)           All material contracts or other commitments of the Acquired Fund (other than this Agreement and certain investment contracts, including options, futures and forward contracts) will terminate without liability to the Acquired Fund on or prior to the Closing Date;

              (h)           Except as otherwise disclosed in writing to and accepted by the Acquiring Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to its knowledge, threatened against the Acquired Fund or any of its properties or assets that, if adversely determined, would materially and adversely affect its financial condition or the conduct of its business. The Acquired Fund knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated;

              (i)           The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Schedule of Investments of the Acquired Fund at December 31, 2009 are in accordance with generally accepted accounting principles (“GAAP”) consistently applied, and such statements (copies of which have been furnished to the Acquiring Fund) present fairly, in all material respects, the financial condition of the Acquired Fund as of such date in accordance with GAAP, and there are no known contingent liabilities of the Acquired Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein;

              (j)           Since December 31, 2009 there has not been any material adverse change in the Acquired Fund’s financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by the Acquired Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Acquiring Fund. For the purposes of this subparagraph (j), a decline in net asset value per share of the Acquired Fund due to declines in market values of securities in the Acquired Fund’s portfolio, the discharge of Acquired Fund liabilities, or the redemption of Acquired Fund shares by shareholders of the Acquired Fund shall not constitute a material adverse change;

              (k)           On the Closing Date, all Federal and other tax returns, dividend reporting forms, and other tax-related reports of the Acquired Fund required by law to have been filed by such date (including any extensions) shall have been filed and are or will be correct in all material respects, and all Federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and to the best of the Acquired Fund’s knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns;

              (l)           For each taxable year of its operation (including the taxable year ending on the Closing Date), the Acquired Fund has met (or will meet) the requirements of Subchapter M of the Code for qualification as a regulated investment company, has distributed and will distribute all net investment company taxable income (computed without regard to any deduction for dividends paid) and net capital gain (after reduction for any capital loss carryforward), and has met and will meet the diversification requirements of Section 817(h) of the Code and the regulations thereunder;

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              (m)           All issued and outstanding shares of the Acquired Fund are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable (recognizing that under Massachusetts law, it is theoretically possible that shareholders of the Acquired Fund could under certain circumstances, be held personally liable for obligations of the Acquired Fund) and have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws. All of the issued and outstanding shares of the Acquired Fund will, at the time of Closing, be held by the persons and in the amounts set forth in the records of the Transfer Agent, on behalf of the Acquired Fund, as provided in paragraph 3.3. The Acquired Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the shares of the Acquired Fund, nor is there outstanding any security convertible into any of the Acquired Fund shares;

              (n)           The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action, if any, on the part of the Acquired Fund, and this Agreement will constitute a valid and binding obligation of the Acquired Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles; and

              (o)           The information to be furnished by the Acquired Fund for use in registration statements and other documents filed or to be filed with any federal, state or local regulatory authority (including the Financial Industry Regulatory Authority), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with Federal securities and other laws and regulations thereunder applicable thereto.

              4.2           The Acquiring Fund represents and warrants as follows:

              (a)           The Acquiring Fund is duly organized as a series of the Trust, which is a business trust duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts;

              (b)           The Acquiring Fund is a separate investment series of the Trust, which is a registered investment company classified as a management company of the open-end type, and each of the Trust’s registration with the Commission as an investment company under the 1940 Act and the registration of shares of the Acquiring Fund under the 1933 Act is in full force and effect;

              (c)           No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and such as may be required by state securities laws;

              (d)           The current prospectus and statement of additional information of the Acquiring Fund conforms in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading;

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              (e)           The Acquiring Fund is not engaged currently, and the execution, delivery and performance of this Agreement will not result, in (i) a material violation of the Trust’s Trust Instrument or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquiring Fund is a party or by which it is bound, or (ii) the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Acquiring Fund is a party or by which it is bound;

              (f)           Except as otherwise disclosed in writing to and accepted by the Acquired Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to its knowledge, threatened against the Acquiring Fund, or any of the Acquiring Fund’s properties or assets that, if adversely determined, would materially and adversely affect the Acquiring Fund’s financial condition or the conduct of the Acquiring Fund’s business. The Acquiring Fund knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects the Acquiring Fund’s business or the Acquiring Fund’s ability to consummate the transactions herein contemplated;

              (g)           On the Closing Date, the Acquiring Fund will have good and marketable title to its assets;

              (h)           The financial statements of the Acquiring Fund at December 31, 2009 are in accordance with GAAP consistently applied, and such statements (copies of which have been furnished to the Acquired Fund) fairly reflect the financial condition of the Acquiring Fund as of such date, and there are no known contingent liabilities of the Acquiring Fund as of such date not disclosed therein;

              (i)           Since December 31, 2009 there has not been any material adverse change in the Acquiring Fund’s financial condition, assets, liabilities, or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Acquired Fund. For the purposes of this subparagraph (i), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change;

              (j)           On the Closing Date, all Federal and other tax returns, dividend reporting forms, and other tax-related reports of the Acquiring Fund required by law to have been filed by such date (including any extensions) shall have been filed and are or will be correct in all material respects, and all Federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and to the best of the Acquiring Fund’s knowledge no such return is currently under audit and no assessment has been asserted with respect to such returns;

              (k)           For each fiscal year of its operation, the Acquiring Fund has met, and will continue to meet through the Closing Date, the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company, has distributed in each such year all net investment company taxable income (computed without regard to any deduction for dividends paid) and net realized capital gains (after reduction for any capital loss carryforward) and has met the diversification requirements of Section 817(h) of the Code and the regulations thereunder;

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              (l)           All issued and outstanding Acquiring Fund Shares are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable (recognizing that, under Massachusetts law, it is theoretically possible that shareholders of the Acquiring Fund could, under certain circumstances, be held personally liable for obligations of the Acquiring Fund) and have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act. The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any Acquiring Fund Shares, nor is there outstanding any security convertible into any Acquiring Fund Shares;

              (m)           The execution, delivery and performance of this Agreement will have been fully authorized prior to the Closing Date by all necessary action on behalf of the Acquiring Fund, and this Agreement will constitute a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles;

              (n)           Acquiring Fund Shares to be issued and delivered to the Acquired Fund, for the account of the Acquired Fund Shareholders, pursuant to the terms of this Agreement, will on the Closing Date have been duly authorized and, when so issued and delivered, will be duly and validly issued Acquiring Fund Shares, and will be fully paid and non-assessable (recognizing that, under Massachusetts law, it is theoretically possible that shareholders of the Acquiring Fund could, under certain circumstances, be held personally liable for obligations of the Acquiring Fund);

              (o)           The information to be furnished by the Acquiring Fund for use in the registration statements, proxy materials and other documents that may be necessary in connection with the transactions contemplated hereby shall be accurate and complete in all material respects and shall comply in all material respects with Federal securities and other laws and regulations applicable thereto; and

              (p)           The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state blue sky or securities laws as may be necessary in order to continue its operations after the Closing Date.

5.          COVENANTS OF THE ACQUIRED FUND AND THE ACQUIRING FUND

              5.1           The Acquired Fund and the Acquiring Fund each will operate its business in the ordinary course between the date hereof and the Closing Date except as contemplated by this Agreement.

              5.2           The Trust will call a meeting of the shareholders of the Acquired Fund to consider and act upon this Agreement and to take all other actions necessary to obtain approval of the transactions contemplated herein.

              5.3           The Acquired Fund covenants that the Acquiring Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement.

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              5.4           The Acquired Fund shall assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Acquired Fund’s shares.

              5.5           Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including any actions required to be taken after the Closing Date.

              5.6           As soon as is reasonably practicable, but in any case within sixty days after the Closing Date, the Acquired Fund shall furnish the Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund, a statement of the earnings and profits of the Acquiring Fund as a result of Section 381 of the Code, and certified by the Trust’s President, Vice President or Treasurer.

6.          CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND

              The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions:

              6.1           All representations and warranties of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date;

              6.2           The Acquiring Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquiring Fund on or before the Closing Date; and

              6.3           The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s name by its President or Vice President, and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably request.

7.          CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND

              The obligations of the Acquiring Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions:

              7.1           All representations and warranties of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date;

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              7.2           The Acquired Fund shall have delivered to the Acquiring Fund a statement of the Acquired Fund’s assets and liabilities, as of the Closing Date, certified by the Treasurer of the Trust;

              7.3.           The Acquired Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquired Fund on or before the Closing Date;

              7.4           The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing Date that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to 4:00 p.m. Eastern time on the Closing Date; and (ii) any undistributed investment company taxable income and net realized capital gains from any period to the extent not otherwise already distributed; and

              7.5           The Acquired Fund shall have delivered to the Acquiring Fund a certificate executed in the Acquired Fund’s name by its President or Vice President, and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquiring Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquiring Fund shall reasonably request.

8.          FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE ACQUIRED FUND

              If any of the conditions set forth below have not been satisfied on or before the Closing Date with respect to either the Acquired Fund or the Acquiring Fund, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement:

              8.1           This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of the Acquired Fund, as necessary, in accordance with the provisions of the Trust’s Trust Instrument, applicable Massachusetts law and the 1940 Act. Notwithstanding anything herein to the contrary, neither the Acquired Fund nor the Acquiring Fund may waive the conditions set forth in this paragraph 8.1;

              8.2           On the Closing Date no action, suit or other proceeding shall be pending or, to its knowledge, threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein;

              8.3           All consents of other parties and all other consents, orders and permits of Federal, state and local regulatory authorities deemed necessary by the Acquired Fund and the Acquiring Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Acquired Fund, provided that either party hereto may for itself waive any of such conditions;

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              8.4           The Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act; and

              8.5           The parties shall have received the opinion of Sullivan & Worcester LLP (“Tax Counsel”), addressed to the Acquiring Fund and the Acquired Fund, respectively, substantially to the effect that, the transaction contemplated by this Agreement, while the matter is not entirely free from doubt, will for Federal income tax purposes, qualify as a tax-free reorganization described in Section 368(a) of the Code. The delivery of such opinion is conditioned upon receipt of representations Tax Counsel shall request of the Trust. Notwithstanding anything herein to the contrary, the Acquiring Fund may not waive the condition set forth in this paragraph 8.5.

9.          BROKERAGE FEES AND EXPENSES

              9.1           The Acquired Fund and the Acquiring Trust, on behalf of the Acquiring Fund, represent and warrant to each other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein.

              9.2           The expenses relating to the proposed Reorganization will be borne equally by Virtus Investment Advisers, Inc. or one of its affiliates and Phoenix Variable Advisors, Inc. or one of its affiliates. The costs of the Reorganization shall include, but not be limited to, costs associated with obtaining any necessary order of exemption from the 1940 Act, preparation of the Registration Statement on Form N-14, printing and distributing the Acquiring Fund’s prospectus/proxy statement or information statement, legal fees, accounting fees, and securities registration fees. Notwithstanding any of the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another person of such expenses would result in the disqualification of such party as a “regulated investment company” within the meaning of Section 851 of the Code.

              9.3           In the event the transactions contemplated by this Agreement are not consummated, then Phoenix Variable Advisors, Inc. or one of its affiliates and Virtus Investment Advisers, Inc. or one of its affiliates agree that they shall equally bear all of the costs and expenses incurred by both the Acquiring Fund and the Acquired Fund in connection with such transactions.

10.          ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

              10.1           The Acquired Fund and the Acquiring Fund have not made any representation, warranty or covenant not set forth herein; this Agreement constitutes the entire agreement between the parties.

              10.2           The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated hereunder. The covenants to be performed after the Closing shall survive the Closing.

11.        TERMINATION

              This Agreement may be terminated and the transactions contemplated hereby may be abandoned by either party by (i) mutual agreement of the parties, or (ii) by either party if the Closing shall not have occurred on or before April 30, 2011, unless such date is extended by mutual agreement of the parties, or (iii) by either party if the other party shall have materially breached its obligations under this Agreement or made a material and intentional

A-11

misrepresentation herein or in connection herewith. In the event of any such termination, this Agreement shall become void and there shall be no liability hereunder on the part of any party or their respective Trustees or officers, except for any such material breach or intentional misrepresentation, as to each of which all remedies at law or in equity of the party adversely affected shall survive.

12.        WAIVER

              The Acquiring Fund and the Acquired Fund, after consultation with their respective counsel and by consent of the Board of Trustees of the Trust, may waive any condition to their respective obligations hereunder, except the conditions set forth in paragraphs 8.1 and 8.5.

13.        AMENDMENTS

              This Agreement may be amended, modified or supplemented in such manner as may be deemed necessary or advisable and mutually agreed upon in writing by the authorized officers of the Trust; provided, however, that following the meeting of the shareholders of the Acquired Fund called pursuant to paragraph 5.2 of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of Acquiring Fund Shares to be issued to Acquired Fund Shareholders under this Agreement to the detriment of such shareholders without their further approval.

14.        NOTICES

              Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by facsimile, personal service or prepaid or certified mail addressed to the receiving party in care of The Phoenix Edge Series Fund, One American Row, Hartford, CT 06102, Attn: Counsel.

15.        HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY

              15.1           The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

              15.2           This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

              15.3           This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its principles of conflicts of laws.

              15.4           This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

              15.5           It is expressly agreed that the obligations of the respective parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees

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of each such party personally, but shall bind only the property of the respective party, as provided in the Trust Instrument of the respective party. The execution and delivery by such officers of the respective parties shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the each such party as provided in the respective Trust Instruments.

               IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its President or Vice President, all as of the date first written above.

THE PHOENIX EDGE SERIES FUND, on behalf of its series Phoenix Small-Cap Value Series

By: _______________________________

By:

Title:

THE PHOENIX EDGE SERIES FUND, on behalf of its series Phoenix Mid-Cap Value Series

By: _______________________________

By:

Title:

Agreed and accepted as to paragraphs 9.2 and 9.3 only:

VIRTUS INVESTMENT ADVISERS, INC.

By: _______________________________

By:

Title:

Agreed and accepted as to paragraphs 9.2 and 9.3 only:

PHOENIX VARIABLE ADVISORS, INC.

By: _______________________________

By:

Title:

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STATEMENT OF ADDITIONAL INFORMATION

Acquisition of Assets of

PHOENIX MID-CAP VALUE SERIES

a series of

THE PHOENIX EDGE SERIES FUND
155 Federal Street
Boston, Massachusetts 02110
(800) 541-0171

By and In Exchange For Shares of

PHOENIX SMALL-CAP VALUE SERIES

a series of

THE PHOENIX EDGE SERIES FUND

          This Statement of Additional Information, dated September 1, 2010, relating specifically to the proposed transfer of the assets and liabilities of Phoenix Mid-Cap Value Series (“Mid-Cap Value”), a series of The Phoenix Edge Series Fund (the “Fund”), to Phoenix Small-Cap Value Series (“Small-Cap Value”), another series of the Fund, in exchange for shares of beneficial interest, par value $1.00 per share, of Small-Cap Value (to be issued to holders of shares of Mid-Cap Value), consists of the information set forth below pertaining to Mid-Cap Value and Small-Cap Value and the following described documents, each of which is incorporated by reference herein:

(1)	The Statement of Additional Information of the Fund relating to Mid-Cap Value and Small-Cap Value dated May 1, 2010, as supplemented;
(2)	Annual Report of the Fund relating to Mid-Cap Value and Small-Cap Value for the year-ended December 31, 2009; and
(3)	Pro Forma Financial Information relating to Small-Cap Value for the period ending December 31, 2009 (attached hereto).

          This Statement of Additional Information, which is not a prospectus, supplements, and should be read in conjunction with, the Prospectus/Proxy Statement of Mid-Cap Value and Small-Cap Value dated September 1, 2010. A copy of the Prospectus/Proxy Statement may be obtained without charge by calling (800) 541-0171 or writing to the Fund at the address set forth above.

Pro Forma Financial Information for the Period Ending December 31, 2009

Combination of Phoenix Mid-Cap Value Series into Phoenix Small-Cap Value Series ($ in thousands unless otherwise stated)

The unaudited pro forma information provided herein should be read in conjunction with the annual report of Phoenix Mid-Cap Value Series and Phoenix Small-Cap Value Series dated December 31, 2009, respectively, of which are on file with the SEC and are available at no charge.

The unaudited pro forma information set forth below for the period ended December 31, 2009 is intended to present ratios and supplemental data as if the Reorganization of Phoenix Mid-Cap Value Series (“Predecessor Series”) into Phoenix Small-Cap Value Series (the “Successor Series”) had taken place on January 1, 2009. The Reorganization is intended to allow shareholders of the Predecessor Series to own a series that is similar in style and with a greater amount of combined assets after the Reorganization. The Predecessor Series and the Successor Series are both currently advised by Phoenix Variable Advisors, Inc. (the “Current Adviser”) and subadvised by Westwood Management Corp. Subject to the approval of the Successor’s Series current shareholders, the Board of Trustees of The Phoenix Edge Series Fund (the “Fund”) has approved an investment advisory agreement with Virtus Investment Advisers, Inc. (“VIA”) with respect to the Successor Series. If the Successor Series current shareholders approve this investment advisory agreement, then VIA would become investment advisor for the Successor Series. Subject to the approval of the Successor Series current shareholders, the Board of Trustees of the Fund has approved an investment subadvisory agreement with Kayne Anderson Rudnick Investment Management, LLC (“Kayne”). If the Successor Series current shareholders approve this subadvisory agreement, Kayne would become the investment subadvisor for the Successor Series.

The series have the same investment advisor, distributor, administrator, transfer agent, and custodian. Each of such service providers has entered into an agreement with the series which governs the provision of services to the series. Such agreements contain the same terms with respect to each series except for the investment advisory agreements. The Predecessor Series and Successor Series have an investment advisory fee of 1.05% of average daily net assets up to $100 million, plus 1.00% of such assets over $100 million up to $150 million, plus 0.95% of such assets over $150 million (tiers not in thousands). Subject to the approval of the Successor Series current shareholders, the Board of Trustees of the Fund has approved an investment advisory agreement with VIA with respect to the Successor series. If the Successor Series current shareholders approve this investment advisory agreement, then VIA would become investment advisor for the Successor Series. Subject to the approval of the Successor Series current shareholders, VIA is expected to appoint Kayne as the investment subadvisor for the Successor Series. In the event VIA becomes the investment advisor for the Successor Series, the advisory fee is expected to be reduced to an annual rate of 0.90% of the Successor Series average daily net assets.

The Current Adviser will contractually limit the other operating expenses (excluding advisory and management fees, Rule 12b-1 fees, interest, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) of the Successor Series after the Reorganization to 0.25% of average net assets through April 30, 2011.

In the event VIA becomes the investment advisor, VIA will contractually limit total expenses (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) of the Successor Series after the Reorganization to 1.30% through November 30, 2012.

As of December 31, 2009, the net assets of the Predecessor Series were $111,818 and the Successor Series were $38,420. The net assets of the combined series as of December 31, 2009 would have been $150,238. The Successor Series after the Reorganization’s net asset value per share assumes the reduction of shares of the Successor Series at December 31, 2009 in connection with the proposed Reorganization. The amount of reduced shares was calculated based on the net assets, as of December 31, 2009, of the Predecessor Series of $111,818, and the net asset value of the Successor Series of $10.55. Shares of the Successor Series were decreased by 791 in exchange for shares of the Predecessor Series.

On a pro forma basis for the twelve months ended December 31, 2009, the proposed Reorganization would result in a decrease of $199 in investment advisory fees charged, and $332 in the distribution fees charged, offset partially by a $129 decrease due to the elimination of the service fees charged. There is also a decrease of $50 of reimbursement from the Adviser for the expense limitation, and a decrease of $52 in other operating expenses.

The Predecessor Series net annual operating expenses were 1.30%. The Current Adviser has contractually agreed to limit the expense ratio for the Successor Series through April 30, 2011 at a rate of 0.25% of average net assets (for a calculated total expense ratio of 1.30%). In the event VIA becomes the investment adviser for the Successor Series, it has contractually agreed to limit total expenses to 1.30% of average net assets through November 30, 2012.

The costs of the Reorganization will not be paid by either of the Series.

No significant accounting policies will change as a result of the proposed Reorganization, specifically, policies regarding valuation and Subchapter M compliance. The accounting survivor in the proposed Reorganization will be the Successor Series.

Prior to or at the completion of each Reorganization, the Series will have received an opinion from the law firm of Sullivan & Worchester LLP that, while the matter is not entirely free from doubt, for federal income tax purposes, the Reorganization contemplated by the Plan will qualify as a tax-free reorganization described in section 368(a) of the Internal Revenue Code of 1986, as amended, and that, while the matter is not entirely free from doubt, each Series will be “a party to a reorganization,” within the meaning of section 368(b) of the Code.

PART C - OTHER INFORMATION

ITEM 15. INDEMNIFICATION

            The Amended Declaration of Trust provides that the Fund shall indemnify each of its Trustees and officers (hereinafter referred to as a “Covered Person”) against all liabilities, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and expenses, including reasonable accountants’ and counsel fees, incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in or not opposed to the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including accountants’ and counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit of proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under said article of the Declaration of Trust.

            Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 16. Exhibits

(1) Amended Declaration of Trust.

(a) Declaration of Trust of the Registrant establishing the Big Edge Series Fund dated February 18, 1986, filed with the Registration Statement on Form N-1A on April

	18, 1986 and filed via Edgar with Post-Effective Amendment No. 18 (File No. 033-05033) on June 20, 1996, and incorporated by reference.
(b)	Amendment to Declaration of Trust effective February 28, 1990, establishing the International Series, filed with Post-Effective Amendment No. 7 on March 2, 1992 and filed via Edgar with Post-Effective Amendment No. 20 (File No. 033-05033) on April 29, 1997, and incorporated by reference.
(c)	Amendment to Declaration of Trust effective November 14, 1991, conforming the Fund’s borrowing restrictions to California Department’s Borrowing Guidelines, filed with Post-Effective Amendment No. 7 on March 2, 1992 and filed via Edgar with Post-Effective Amendment No. 20 (File No. 033-05033) on April 29, 1997, and incorporated by reference.
(d)	Amendment to Declaration of Trust effective May 1, 1992, changing the name of the Trust to The Phoenix Edge Series Fund, establishing the Balanced Series, and changing the names of Stock Series to Growth Series and Total-Vest Series to Total Return Series filed with Post-Effective Amendment No. 8 on April 28, 1992 and filed via Edgar with Post-Effective Amendment No. 20 (File No. 033-05033) on April 29, 1997, and incorporated by reference.
(e)	Amendment to Declaration of Trust effective January 1, 1995, establishing the Real Estate Securities Series, filed with Post-Effective Amendment No. 12 on February 16, 1995 and filed via Edgar with Post-Effective Amendment No. 20 (File No. 033-05033) on April 29, 1997, and incorporated by reference.
(f)	Amendment to Declaration of Trust effective November 15, 1995, establishing the Strategic Theme Series, filed via Edgar with Post-Effective Amendment No. 16 (File No. 033-05033) on January 29, 1996, and incorporated by reference.
(g)	Amendment to Declaration of Trust effective February 21, 1996, changing the name of the Series currently designated Bond Series to the Multi-Sector Fixed Income Series, filed via Edgar with Post-Effective Amendment No. 17 (File No. 033-05033) on April 17, 1996, and incorporated by reference.
(h)	Amendment to Declaration of Trust effective August 21, 1996, establishing the Aberdeen New Asia Series and changing the name of the Total Return Series to Strategic Allocation Series, filed via Edgar with Post-Effective Amendment No. 19 (File No. 033-05033) on September 3, 1996, and incorporated by reference.
(i)	Amendment to Declaration of Trust effective May 28, 1997, establishing the Research Enhanced Index Series, filed via Edgar with Post-Effective Amendment No. 22 (File No. 033-05033) on July 15, 1997, and incorporated by reference.
(j)	Amendment to Declaration of Trust effective February 27, 1998, establishing the Engemann Nifty Fifty Series, Seneca Mid-Cap Series, Phoenix Growth and

2

	Income Series, Phoenix Value Equity Series and Schafer Mid-Cap Value Series, filed via Edgar with Post-Effective Amendment No. 46 (File No. 033-05033) on April 30, 2003, and incorporated by reference.
(k)	Amendment to Declaration of Trust dated May 1, 1998 for scrivner’s error in Amendment filed February 27, 1998, filed via Edgar with Post-Effective Amendment No. 46 (File No. 033-05033) on April 30, 2003, and incorporated by reference.
(l)	Amendment to Declaration of Trust effective May 1, 1999, changing the name of the Series currently designated as Balanced Series, Multi-Sector Fixed Income Series, Money Market Series, Strategic Allocation Series, Growth Series, International Series, Real Estate Securities Series, Strategic Theme Series, Aberdeen New Asia Series, Research Enhanced Index Series, Engemann Nifty Fifty Series, Schafer Mid-Cap Value Series, Seneca Mid-Cap Growth Series, Phoenix Value Equity Series, and Phoenix Growth and Income Series to Phoenix-Goodwin Balanced Series, Phoenix-Goodwin Multi-Sector Fixed Income Series, Phoenix-Goodwin Money Market Series, Phoenix-Goodwin Strategic Allocation Series, Phoenix-Goodwin Growth Series, Phoenix-Aberdeen International Series, Phoenix-Duff & Phelps Real Estate Securities Series, Phoenix-Goodwin Strategic Theme Series, Phoenix-Aberdeen New Asia Series, Phoenix Research Enhanced Index Series, Phoenix-Engemann Nifty Fifty Series, Phoenix-Schafer Mid-Cap Value Series, Phoenix-Seneca Mid-Cap Growth Series, Phoenix-Hollister Value Equity Series, and Phoenix-Oakhurst Growth and Income Series, filed via Edgar with Post-Effective Amendment No. 46 (File No. 033-05033) on April 30, 2003, and incorporated by reference.
(m)	Amendment to Declaration of Trust effective December 1, 1999, establishing the Phoenix-Bankers Trust Dow 30 Series, Phoenix-Federated U.S. Government Bond Series, Phoenix-Janus Equity Income Series, Phoenix-Janus Flexible Income Series, Phoenix-Janus Growth Series and Phoenix-Morgan Stanley Focus Equity Series, filed via Edgar with Post-Effective Amendment No. 35 (File No. 033-05033) on November 15, 2000, and incorporated by reference.
(n)	Amendment to Declaration of Trust effective December 1, 1999, changing names of Phoenix-Goodwin Growth Series to Phoenix-Engemann Capital Growth Series, Phoenix-Goodwin Strategic Theme Series to Phoenix-Seneca Strategic Theme Series, Phoenix-Goodwin Balanced Series to Phoenix-Oakhurst Balanced Series, and Phoenix-Goodwin Strategic Allocation Series to Phoenix-Oakhurst Strategic Allocation Series, filed via Edgar with Post-Effective Amendment No. 35 (File No. 033-05033) on November 15, 2000, and incorporated by reference.
(o)	Amendment to Declaration of Trust effective April 21, 2000, changing name of Phoenix-Research Enhanced Index Series to Phoenix-J.P. Morgan Research Enhanced Index Series, filed via Edgar with Post-Effective Amendment No. 46 (File No. 033-05033) on April 30, 2003, and incorporated by reference.

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(p)	Amendment to Declaration of Trust effective July 26, 2000, establishing the Phoenix-Bankers Trust Nasdaq-100 Index(R) Series and Phoenix-Engemann Small & Mid-Cap Growth Series, filed via Edgar with Post-Effective Amendment No. 35 (File No. 033-05033) on November 15, 2000, and incorporated by reference.
(q)	Amendment to Declaration of Trust effective September 29, 2000, establishing the Phoenix-Sanford Bernstein Global Value Series and Phoenix-Sanford Bernstein Small-Cap Value Series and changing the name of Phoenix-Schafer Mid-Cap Value Series to Phoenix-Sanford Bernstein Mid-Cap Value Series, filed via Edgar with Post-Effective Amendment No. 35 (File No. 033-05033) on November 15, 2000, and incorporated by reference.
(r)	Amendment to Declaration of Trust effective May 1, 2001, changing the name of Phoenix-Bankers Trust Dow 30 Series to Phoenix-Deutsche Dow 30 Series, and Phoenix-Bankers Trust Nasdaq-100 Index (R) Series to Phoenix-Deutsche Nasdaq-100 Index (R) Series, filed via Edgar with Post-Effective Amendment No. 46 (File No. 033-05033) on April 30, 2003, and incorporated by reference.
(s)	Amendment to Declaration of Trust effective August 31, 2001 establishing the Phoenix-AIM Mid-Cap Equity Series, Phoenix-Alliance/Bernstein Growth + Value Series, Phoenix-MFS Investors Growth Stock Series, Phoenix-MFS Investors Trust Series and Phoenix-MFS Value Series, and changing the name of Phoenix-Janus Equity Income Series to Phoenix-Janus Core Equity Series, filed via Edgar with Post-Effective Amendment No. 46 (File No. 033-05033) on April 30, 2003, and incorporated by reference.
(t)	Amendment to Declaration of Trust effective as of October 29, 2001 amending the fundamental investment restrictions of each Series, filed via Edgar with Post-Effective Amendment No. 41 (File No. 033-005033) on March 1, 2002, and incorporated by reference.
(u)	Amendment to Declaration of Trust effective as of March 18, 2002, merging of Phoenix-Oakhurst Balanced Series into Phoenix-Oakhurst Strategic Allocation Series, Phoenix-Engemann Nifty Fifty Series into Phoenix-Engemann Growth Series, and Phoenix-Janus Core Equity Series Income Series into Phoenix-Janus Growth Series, filed via Edgar with Post-Effective Amendment No. 42 (File No. 033-05033) on April 29, 2002, and incorporated by reference.
(v)	Amendment to Declaration of Trust effective May 10, 2002, changing the name of Phoenix-Morgan Stanley Focus Equity Series to Phoenix-Van Kampen Focus Equity Series, filed via Edgar with Post-Effective Amendment No. 43 (File No. 033-05033) on May 24, 2002, and incorporated by reference.

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(w)

Amendment to Declaration of Trust effective August 9, 2002, establishing Phoenix-Kayne Large-Cap Core Series, Phoenix-Kayne Small-Cap Quality Value Series, Phoenix-Lord Abbett Large-Cap Value Series, Phoenix-Lord Abbett Mid-Cap Value Series, Phoenix-Lord Abbett Bond-Debenture Series, Phoenix-Lazard International Equity Select Series, Phoenix-Lazard Small-Cap Value Series, Phoenix-Lazard U.S. Multi-Cap Series and Phoenix-State Street Research Small-Cap Growth Series and amending Section 4.2 of Article IV list of Series as described in Trust’s registration statement, filed via Edgar with Post-Effective Amendment No. 46 (File No. 033-05033) on April 30, 2003, and incorporated by reference.

(x)

Amendment to Declaration of Trust effective as of October 25, 2002 deleting reference to Phoenix-Federated U.S. Government Bond Series, filed via Edgar with Post-Effective Amendment No. 45 (File No. 033-05033) on February 24, 2003, and incorporated by reference.

(2) Not Applicable.

(3) Not Applicable.

(4)	Form of Agreement and Plan of Reorganization (included as Exhibit A to the Prospectus/Proxy Statement contained in Part A of this N-14 Registration Statement).
(5)	Reference is hereby made to Registrant’s Amended Declaration of Trust referenced in Exhibit 1 above.

(6) (a) Investment Advisory Agreements.

5

(1)	Investment Advisory Agreement between Registrant and Phoenix Variable Advisors, Inc. dated May 1, 2009 on behalf of Phoenix Mid-Cap Value Series and Phoenix Small-Cap Value Series, filed via Edgar with Post-Effective Amendment No. 57 (File No. 033-05033) on April 30, 2009.
(2)	Form of Investment Advisory Agreement between Registrant and Virtus Investment Advisers, Inc. (“Virtus”), filed herewith.
(b)	Investment Subadvisory Agreements.
(1)	Subadvisory Agreement between Westwood Management Corp. and Phoenix Variable Advisors, Inc. dated May 1, 2009, on behalf of Phoenix Small-Cap Value Series, filed via Edgar with Post-Effective Amendment No. 57 (File No. 033-05033) on April 30, 2009.
(2)	Subadvisory Agreement between Westwood Management Corp. and Phoenix Variable Advisors, Inc. dated May 1, 2009, on behalf of Phoenix Mid-Cap Value Series, filed via Edgar with Post-Effective Amendment No. 57 (File No. 033-05033) on April 30, 2009.

6

(3) Form of Investment Subadvisory Agreement between Virtus and Kayne Anderson Rudnick Investment Management, LLC, covering Phoenix Small-Cap Value Series, filed herewith.

(7) Underwriting Agreements

(a)	Underwriting Agreement between Registrant and Phoenix Equity Planning Corporation, dated March 31, 2009, filed via Edgar with Post-Effective Amendment No. 60 (File No. 033-05033) on May 1, 2010.
(b)	Rule 12b-1 Plan, filed via Edgar with Post-Effective Amendment No. 53 (File No. 033-05033) on February 3, 2006.
(c)	Underwriting Agreement between Registrant and 1851 Securities, Inc., dated July 1, 2010, filed herewith.
(d)	Form of Underwriting Agreement between Registrant and VP Distributors, Inc., filed herewith.
(e)	Form of 12b-1 Plan, with respect to VP Distributors, Inc., filed herewith.

(8)	The Phoenix Edge Series Fund Deferred Compensation Program, effective January 1, 2009, filed via Edgar with Post-Effective Amendment No. 57 (File No. 033-05033) on April 30, 2009.
(9)	Custodian Agreement.

(a) Master Custody Agreement between Registrant and The Bank of New York Mellon dated December 14, 2009, filed via Edgar with Post-Effective Amendment No. 60 (File No. 033-05033) on April 30, 2010.

7

(b) Foreign Custody Manager Agreement by and between Registrant and The Bank of New York Mellon dated December 14, 2009, filed via Edgar with Post-Effective Amendment No. 60 (File No. 033-05033) on April 30, 2010.

(10)	Not applicable.
(11)	Opinion and Consent of Kathleen A. McGah, Esq., with respect to the legality of the shares being issued, filed herewith.
(12)	Tax Opinion and Consent of Sullivan & Worcester LLP, to be filed by amendment.
(13)	Other Material Contracts.

(a)	Transfer Agency Services Agreement between Registrant and PNC Global Investment Servicing (U.S.) Inc. dated November 1, 2008, filed via Edgar with Post-Effective Amendment No. 57 (File No. 033-05033) on April 30, 2009.
(b)	Sub-Transfer Agency Service Agreement between Registrant, Phoenix Life Insurance Company, PHL Variable Insurance Company and Phoenix Life and Annuity Company, dated November 18, 2008, filed via Edgar with Post-Effective Amendment No. 60 (File No. 033-05033) on April 30, 2010.

(1) First Amendment to Sub Transfer Agency Service Agreement between Registrant, Phoenix Life Insurance Company, PHL Variable Insurance Company and Phoenix Life and Annuity Company, dated November 17, 2009, filed via Edgar with Post-Effective Amendment No. 60 (File No. 033-05033) on April 30, 2010.

(c) Amended and Restated Participation Agreement dated March 31, 2009, among The Phoenix Edge Series Fund, Phoenix Life Insurance Company, PHL Variable Insurance Company, Phoenix Life and Annuity Company and Phoenix Equity Planning Corporation, filed via Edgar with Post-Effective Amendment No. 60 (File No. 033-05033) on April 30, 2010.

8

(d)	Administration Agreement between The Phoenix Edge Series Fund and Phoenix Equity Planning Corporation, to be renamed VP Distributors, Inc., dated December 31, 2008, filed via Edgar with Post-Effective Amendment No. 57 (File No. 033-05033) on April 30, 2009.
(e)	Amended and Restated Expense Limitation Agreement between The Phoenix Edge Series Fund and Phoenix Variable Advisors, Inc., dated April 30, 2009, filed via Edgar with Post-Effective Amendment No. 57 (File No. 033-05033) on April 30, 2009.
(f)	Form of Participation Agreement, filed herewith.
(g)	Form of Expense Limitation Agreement between Registrant and Virtus, filed herewith.

(14)	Consent of PricewaterhouseCoopers LLP with respect to the Phoenix Mid-Cap Value Series and the Phoenix Small-Cap Value Series of the Registrant, filed herewith.
(15)	Not applicable.
(16)	Powers of Attorney for Roger A. Gelfenbien, Eunice S. Groark, John R. Mallin, Hassell H. McClellan, Philip K. Polkinghorn and Philip R. McLoughlin, filed herewith.
(17)	Form of Voting Instruction Cards and Proxy Cards for Phoenix Mid-Cap Value Series, filed herewith.

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Item 17. Undertakings.

(1)	The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus that is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2)	The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new Registration Statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
(3)	The undersigned Registrant agrees to file a post-effective amendment to this Registration Statement which will include the tax opinion required by Item 12.

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SIGNATURES

As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the City of Hartford and State of Connecticut on the 2nd day of August, 2010.

The Phoenix Edge Series Fund
By:	/s/ Philip K. Polkinghorn
Name:	Philip K. Polkinghorn
Title:	President

As required by the Securities Act of 1933, the following persons have signed this Registration Statement in the capacities indicated on the 2nd day of August, 2010.

Signatures	Title
/s/ Philip K. Polkinghorn	Trustee and President
Philip K. Polkinghorn
/s/ W. Patrick Bradley	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
W. Patrick Bradley
/s/ Roger A. Gelfenbien	Trustee
Roger A. Gelfenbien*
/s/ Eunice S. Groark	Trustee
Eunice S. Groark*
/s/ John R. Mallin	Trustee
John R. Mallin*
/s/ Hassell H. McClellan	Trustee
Hassell H. McClellan*
/s/ Philip R. McLoughlin	Trustee and Chairman
Philip R. McLoughlin*

* By:	/s/Philip K. Polkinghorn
	Philip K. Polkinghorn
	Attorney-in-fact, pursuant to powers of attorney.

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Exhibit Index
6(a)(2)	Form of Investment Advisory Agreement between Registrant and Virtus.
6(b)(3)	Form of Investment Subadvisory Agreement between Virtus and Kayne Anderson Rudnick Investment Management, LLC.
7(c)	Underwriting Agreement between Registrant and 1851 Securities, Inc., dated July 1, 2010.
7(d)	Form of Underwriting Agreement between Registrant and VP Distributors, Inc.
7(e)	Form of 12b-1 Plan, with respect to VP Distributors, Inc.
11.	Opinion and Consent of Kathleen A. McGah, Esq., with respect to the legality of the shares being issued.
13(f)	Form of Participation Agreement.
13(g)	Form of Expense Limitation Agreement between Registrant and Virtus.
14.	Consent of PricewaterhouseCoopers LLP with respect to the Phoenix Mid-Cap Value Series and the Phoenix Small-Cap Value Series of the Registrant.
16.	Powers of Attorney for Roger A. Gelfenbien, Eunice S. Groark, John R. Mallin, Hassell H. McClellan, Philip K. Polkinghorn and Philip R. McLoughlin.
17.	Form of Voting Instruction Cards and Proxy Cards for Phoenix Mid-Cap Value Series.

12

EX-99.6 ADVSER CONTR

     FORM OF
VIRTUS VARIABLE INSURANCE TRUST
INVESTMENT ADVISORY AGREEMENT

     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”).

WITNESSETH THAT:

     1. The Trust hereby appoints the Adviser to act as investment adviser to the Trust on behalf of the portfolio series of the Trust established and designated by the Board of Trustees of the Trust (the “Trustees”) on or before the date hereof, as listed on attached Schedule A (collectively, the “Existing Series”), for the period and on the terms set forth herein. The Adviser accepts such appointment and agrees to render the services described in this Agreement for the compensation herein provided.

     2. In the event that the Trustees desire to retain the Adviser to render investment advisory services hereunder with respect to one or more additional series (the “Additional Series”), by agreement in writing, the Trust and the Adviser may agree to amend Schedule A to include such Additional Series, whereupon such Additional Series shall become subject to the terms and conditions of this Agreement.

     3. The Adviser shall furnish continuously an investment program for the portfolio of the Existing Series and the portfolio of any Additional Series which may become subject to the terms and conditions set forth herein (sometimes collectively referred to as the “Series”) and shall manage the investment and reinvestment of the assets of the portfolio of each Series, subject at all times to the supervision of the Trustees.

     4. With respect to managing the investment and reinvestment of the portfolio of the Series’ assets, the Adviser shall provide, at its own expense:

(a)	Investment research, advice and supervision;
(b)	An investment program for each Series consistent with its investment objectives, policies and procedures;
(c)	Implementation of the investment program for each Series including the purchase and sale of securities;
(d)	Implementation of an investment program designed to manage cash, cash equivalents and short-term investments for a Series with respect to assets designated from time to time to be managed by a subadviser to such Series;

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(e)	Advice and assistance on the general operations of the Trust; and
(f)	Regular reports to the Trustees on the implementation of each Series’ investment program.

     5. The Adviser shall, for all purposes herein, be deemed to be an independent contractor.

     6. The Adviser shall furnish at its own expense, or pay the expenses of the Trust, for the following:

(a)	Office facilities, including office space, furniture and equipment;
(b)	Personnel necessary to perform the functions required to manage the investment and reinvestment of each Series’ assets (including those required for research, statistical and investment work);
(c)	Except as otherwise approved by the Board, personnel to serve without salaries from the Trust as officers or agents of the Trust. The Adviser need not provide personnel to perform, or pay the expenses of the Trust for, services customarily performed for an open-end management investment company by its national distributor, custodian, financial agent, transfer agent, registrar, dividend disbursing agent, auditors and legal counsel;
(d)	Compensation and expenses, if any, of the Trustees who are also full-time employees of the Adviser or any of its affiliates; and
(e)	Any subadviser recommended by the Adviser and appointed to act on behalf of the Trust.

     7.    All costs and expenses not specifically enumerated herein as payable by the Adviser shall be paid by the Trust. Such expenses shall include, but shall not be limited to, all expenses (other than those specifically referred to as being borne by the Adviser) incurred in the operation of the Trust and any public offering of its shares, including, among others, interest, taxes, brokerage fees and commissions, fees of Trustees who are not full-time employees of the Adviser or any of its affiliates, expenses of Trustees’ and shareholders’ meetings including the cost of printing and mailing proxies, expenses of insurance premiums for fidelity and other coverage, expenses of repurchase and redemption of shares, expenses of issue and sale of shares (to the extent not borne by its national distributor under its agreement with the Trust), expenses of printing and mailing stock certificates representing shares of the Trust, association membership dues, charges of custodians, transfer agents, dividend disbursing agents and financial agents, bookkeeping, auditing and legal expenses. The Trust will also pay the fees and bear the expense of registering and maintaining the registration of the Trust and its shares with the U.S. Securities and Exchange Commission and registering or qualifying its shares under state or other securities laws and the expense of preparing and mailing prospectuses and reports to shareholders. Additionally, if authorized by the Trustees, the Trust shall pay for extraordinary

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expenses and expenses of a non-recurring nature which may include, but not be limited to, the reasonable and proportionate cost of any reorganization or acquisition of assets and the cost of legal proceedings to which the Trust is a party.

     8. The Adviser shall adhere to all applicable policies and procedures as adopted from time to time by the Trustees, including but not limited to the following:

(a)	Code of Ethics. The Adviser shall adopt a Code of Ethics designed to prevent “access persons” (as defined therein in accordance with Rule 17j-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”)) from engaging in fraudulent acts or transactions that are, or have the potential of being viewed as, a conflict of interest, and shall monitor for compliance with its Code of Ethics and report any violations to the Trust’s Compliance Officer.
(b)	Policy with Respect to Brokerage Allocation. The Adviser shall have full trading discretion in selecting brokers for Series transactions on a day to day basis so long as each selection is in conformance with the Trust’s Policy with Respect to Brokerage Allocation. Such discretion shall include use of “soft dollars” for certain broker and research services, also in conformance with the Trust’s Policy with Respect to Brokerage Allocation. The Adviser may delegate the responsibilities under this section to a Subadviser of a Series.
(c)	Procedures for the Determination of Liquidity of Assets. It shall be the responsibility of the Adviser to monitor the Series’ assets that are not liquid, making such determinations as to liquidity of a particular asset as may be necessary, in accordance with the Trust’s Procedures for the Determination of Liquidity of Assets. The Adviser may delegate the responsibilities under this section to a Subadviser of a Series.
(d)	Policy with Respect to Proxy Voting. In the absence of specific direction to the contrary and in a manner consistent with the Trust’s Policy with Respect to Proxy Voting, the Adviser shall be responsible for voting proxies with respect to portfolio holdings of the Trust. The Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets under management by the Adviser in accordance with such policies and procedures adopted or approved by each Series’. Unless the Fund gives the Adviser written instructions to the contrary, the Adviser will, in compliance with the proxy voting procedures of the Series then in effect or approved by the Series, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which the assets of the Series may be invested. The Adviser shall cause the Custodian to forward promptly to the Adviser (or designee) all proxies upon receipt so as to afford the Adviser a reasonable amount of time in which to determine how to vote such proxies. The Adviser agrees to provide the Trust with quarterly proxy voting reports in

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	such form as the Trust may request from time to time. The Adviser may delegate the responsibilities under this section to a Subadviser of a Series.
(e)	Procedures for the Valuation of Securities. It shall be the responsibility of the Adviser to fully comply with the Trust’s Procedures for the Valuation of Securities. The Adviser may delegate the responsibilities under this section to a Subadviser of a Series.

     9. For providing the services and assuming the expenses outlined herein, the Trust agrees that the Adviser shall be compensated as follows:

(a)	The Trust shall pay a monthly fee calculated at an annual rate as specified in Schedule A. The amounts payable to the Adviser with respect to the Series shall be based upon the average of the values of the net assets of the Series as of the close of business each day, computed in accordance with the Trust’s Declaration of Trust.
(b)	Compensation shall accrue immediately upon the effective date of this Agreement.
(c)	If there is termination of this Agreement with respect to any Series during a month, the Series’ fee for that month shall be proportionately computed upon the average of the daily net asset values of such Series for such partial period in such month.
(d)	The Adviser agrees to reimburse the Trust for the amount, if any, by which the total operating and management expenses of the portfolio of any Series (including the Adviser’s compensation, pursuant to this paragraph, but excluding taxes, interest, costs of portfolio acquisitions and dispositions and extraordinary expenses), for any “fiscal year” exceed the level of expenses which such Series is permitted to bear under the most restrictive expense limitation (which is not waived by the State) imposed on open-end investment companies by any state in which shares of such Series are then qualified. Such reimbursement, if any, will be made by the Adviser to the Trust within five days after the end of each month. For the purpose of this subparagraph (d), the term “fiscal year” shall include the portion of the then current fiscal year which shall have elapsed at the date of termination of this Agreement.

     10. The services of the Adviser to the Trust are not to be deemed exclusive, the Adviser being free to render services to others and to engage in other activities. Without relieving the Adviser of its duties hereunder and subject to the prior approval of the Trustees and subject further to compliance with applicable provisions of the Investment Company Act, as amended, the Adviser may appoint one or more agents to perform any of the functions and services which are to be provided under the terms of this Agreement upon such terms and conditions as may be mutually agreed upon among the Trust, the Adviser and any such agent.

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     11. The Adviser shall not be liable to the Trust or to any shareholder of the Trust for any error of judgment or mistake of law or for any loss suffered by the Trust or by any shareholder of the Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith, gross negligence or reckless disregard on the part of the Adviser in the performance of its duties hereunder.

12.	It is understood that:
	(a)	Trustees, officers, employees, agents and shareholders of the Trust are or may be “interested persons” of the Adviser as directors, officers, stockholders or otherwise;
	(b)	Directors, officers, employees, agents and stockholders of the Adviser are or may be “interested persons” of the Trust as Trustees, officers, shareholders or otherwise; and
	(c)	The existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder.

     13. This Agreement shall become effective with respect to the Existing Series as of the Contract Date stated above, and with respect to any Additional Series, on the date specified in any amendment to this Agreement reflecting the addition of each Additional Series in accordance with paragraph 2 (the “Amendment Date”). Unless terminated as herein provided, this Agreement shall remain in full force and effect until [DATE] with respect to each Existing Series and until December 31st of the first full calendar year following the Amendment Date with respect to each Additional Series, and shall continue in full force and effect for periods of one year thereafter with respect to each Series so long as (a) such continuance with respect to any such Series is approved at least annually by either the Trustees or by a “vote of the majority of the outstanding voting securities” of such Series and (b) the terms and any renewal of this Agreement with respect to any such Series have been approved by a vote of a majority of the Trustees who are not parties to this Agreement or “interested persons” of any such party cast in person at a meeting called for the purpose of voting on such approval.

     Any approval of this Agreement by a vote of the holders of a “majority of the outstanding voting securities” of any Series shall be effective to continue this Agreement with respect to such Series notwithstanding (a) that this Agreement has not been approved by a “vote of a majority of the outstanding voting securities” of any other Series of the Trust affected thereby and (b) that this Agreement has not been approved by the holders of a “vote of a majority of the outstanding voting securities” of the Trust, unless either such additional approval shall be required by any other applicable law or otherwise.

     14. The Trust may terminate this Agreement with respect to the Trust or to any Series upon 60 days’ written notice to the Adviser at any time, without the payment of any penalty, by vote of the Trustees or, as to each Series, by a “vote of the majority of the outstanding voting securities” of such Series. The Adviser may terminate this Agreement upon 60 days’ written

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notice to the Trust, without the payment of any penalty. This Agreement shall immediately terminate in the event of its “assignment”.

     15. The terms “majority of the outstanding voting securities”, “interested persons” and “assignment”, when used herein, shall have the respective meanings in the Investment Company Act.

     16. In the event of termination of this Agreement, or at the request of the Adviser, the Trust will eliminate all reference to “Virtus” from its name, and will not thereafter transact business in a name using the word “Virtus” in any form or combination whatsoever, or otherwise use the word “Virtus” as a part of its name. The Trust will thereafter in all prospectuses, advertising materials, letterheads, and other material designed to be read by investors or prospective investors delete from the name the word “Virtus” or any approximation thereof. If the Adviser chooses to withdraw the Trust’s right to use the word “Virtus,” it agrees to submit the question of continuing this Agreement to a vote of the Trust’s shareholders at the time of such withdrawal.

     17. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but bind only the trust property of the Trust, as provided in the Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees and shareholders of the Trust and made by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees and shareholders nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or be binding upon or impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

     18. This Agreement shall be construed and the rights and obligations of the parties hereunder enforced in accordance with the laws of the Commonwealth of Massachusetts.

     19. Subject to the duty of the Adviser and the Trust to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Series and any Additional Series that may be named, and the actions of the Adviser and the Trust in respect thereof.

     20. The Adviser will not advise or act on behalf of the Series in regard to class action filings, with respect to any securities held in the Series’ portfolio.

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first written above.

VIRTUS VARIABLE INSURANCE TRUST
By:
Name:
Title:
VIRTUS INVESTMENT ADVISERS, INC.
By:
Name:	Francis G. Waltman
Title:	Senior Vice President

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SCHEDULE A

Series	Annual Investment Advisory Fee
Virtus Small-Cap Growth Series (formerly	0.85%
Phoenix Small-Cap Growth Series)
Virtus Small-Cap Value Series (formerly	0.90%
Phoenix Small-Cap Value Series)

	1 st	Next	Over
	$250 Million	$250 Million	$500 Million
Virtus Capital Growth Series (formerly	0.70%	0.65%	0.60%
Phoenix Capital Growth Series)
Virtus Growth & Income Series (formerly	0.70%	0.65%	0.60%
Phoenix Growth and Income Series)
Virtus Multi-Sector Fixed Income Series	0.50%	0.45%	0.40%
(formerly Phoenix Multi-Sector Fixed
Income Series)
Virtus Strategic Allocation Series (formerly	0.60%	0.55%	0.50%
Phoenix Strategic Allocation Series)
Virtus International Series (formerly	0.75%	0.70%	0.65%
Phoenix-Aberdeen International Series)
	1 st	Next	Over
	$1 Billion	$1 Billion	$2 Billion
Virtus Real Estate Securities Series	0.75%	0.70%	0.65%
(formerly Phoenix Duff & Phelps Real
Estate Securities Series)

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EX-99.6 ADVSER CONTR

     Form of
VIRTUS VARIABLE INSURANCE TRUST
[Series Name(s)]

SUBADVISORY AGREEMENT

[Date], 2010

[Name of Subadviser]
[Address of Subadviser]

RE: Subadvisory Agreement

Ladies and Gentlemen:

Virtus Variable Insurance Trust (formerly The Phoenix Edge Series Fund) (the “Fund”) is an open-end investment company of the series type registered under the Investment Company Act of 1940 (the “Act”), and is subject to the rules and regulations promulgated thereunder. The shares of the Fund are offered or may be offered in several series (collectively, sometimes hereafter referred to as the “Series”).

Virtus Investment Advisers, Inc. (the “Adviser”) evaluates and recommends series advisers for the Series and is responsible for the day-to-day management of the Series.

1.	Employment as a Subadviser. The Adviser, being duly authorized, hereby employs [Name of Subadviser] (the “Subadviser”) as a discretionary series adviser to invest and reinvest that discrete portion of the assets of the Series designated by the Adviser as set forth on Schedule F attached hereto (the “Designated Series”) on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render services to others and engage in other activities that do not conflict in any material manner with the Subadviser’s performance hereunder.
2.	Acceptance of Employment; Standard of Performance. The Subadviser accepts its employment as a discretionary series adviser of the Designated Series and agrees to use its best professional judgment to make investment decisions for the Designated Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof.
3.	Services of Subadviser. In providing management services to the Designated Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Designated Series and as set forth in the Fund’s then current prospectus (“Prospectus”) and statement of additional information (“Statement of Additional Information”) filed with the Securities and Exchange Commission (the “SEC”) as part of the Fund’s Registration Statement, as may be periodically amended and

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	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.
4.	Transaction Procedures. All series transactions for the Designated Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Designated Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian.
5.	Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed.

A.

In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction.

B.

The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the

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		same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts.
	C.	The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures.
	D.	Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.
6.	Proxies.
	A.	Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets of the Designated Series. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser will, in compliance with the proxy voting procedures of the Designated Series then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Designated Series may be invested. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Fund to file Form N- PX as required by Rule 30b1-4 under the Act.

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	B.	The Subadviser is authorized to deal with reorganizations, exchange offers and other voluntary corporate actions with respect to securities held in the Series in such manner as the Subadviser deems advisable, unless the Fund or the Adviser otherwise specifically directs in writing. With the Adviser’s approval, the Subadviser shall also have the authority to: (i) identify, evaluate and pursue legal claims, including commencing or defending suits, affecting the securities held at any time in the Series, including claims in bankruptcy, class action securities litigation and other litigation; (ii) participate in such litigation or related proceedings with respect to such securities as the Subadviser deems appropriate to preserve or enhance the value of the Series, including filing proofs of claim and related documents and serving as “lead plaintiff” in class action lawsuits; (iii) exercise generally any of the powers of an owner with respect to the supervision and management of such rights or claims, including the settlement, compromise or submission to arbitration of any claims, the exercise of which the Subadviser deems to be in the best interest of the Series or required by applicable law, including ERISA, and (iv) employ suitable agents, including legal counsel, and to pay their reasonable fees, expenses and related costs from the Series.
7.	Prohibited Conduct. In providing the services described in this Agreement, the Subadviser’s responsibility regarding investment advice hereunder is limited to the Designated Series, and the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to the Fund or any other investment company sponsored by Virtus Investment Partners, Inc. regarding transactions for the Fund in securities or other assets. The Fund shall provide the Subadviser with a list of investment companies sponsored by Virtus Investment Partners, Inc. and the Subadviser shall be in breach of the foregoing provision only if the investment company is included in such a list provided to the Subadviser prior to such prohibited action. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party.
8.	Information and Reports.
	A.	The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and

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		minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be mutually agreed upon by the Subadviser and the Adviser.
	B.	Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons.
	C.	The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC.
9.	Fees for Services. The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser.
10.	Limitation of Liability. Except as otherwise stated in this Agreement, the Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, provided, however, that such acts or omissions shall not have constituted a material breach of the investment objectives, policies and restrictions applicable to the Designated Series as defined in the Prospectus and Statement of Additional Information and that such acts or omissions shall not have resulted from the Subadviser’s willful misfeasance, bad faith or gross negligence, or reckless disregard of its obligations and duties hereunder.
11.	Confidentiality. Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Designated Series and the actions of the Subadviser and the Fund in respect thereof. Notwithstanding the foregoing, the Fund and the Adviser agree that the Subadviser may (i) disclose in marketing materials and similar communications that the Subadviser has been engaged to manage assets of the Designated Series pursuant to this Agreement, and (ii) include performance statistics regarding the Series in composite performance statistics regarding one or more groups of Subadviser’s clients published or included in any of the foregoing communications, provided that the Subadviser does not identify any performance statistics as relating specifically to the Series.

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12.	Assignment. This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund and the Adviser in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser.
13.	Representations, Warranties and Agreements of the Subadviser. The Subadviser represents, warrants and agrees that:
	A.	It is registered as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”).
	B.	It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation.
	C.	It shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j- 1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser’s Code of Ethics. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph.
	D.	It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to

C-6

		prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect of the Fund could affect the Fund, by the Fund, of “federal securities laws” (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Fund and/or the Adviser. The Subadviser agrees to cooperate with periodic reviews by the Fund’s and/or the Adviser’s compliance personnel of the Subadviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund and/or the Adviser from time to time such additional information and certifications in respect of the Subadviser’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters as the Fund’s and/or the Adviser’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series.
	E.	The Subadviser will immediately notify the Fund and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Subadviser will also immediately notify the Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Designated Series.
14.	No Personal Liability. Reference is hereby made to the Declaration of Trust establishing the Fund, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name “Virtus Variable Insurance Trust” refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate.
15.	Entire Agreement; Amendment. This Agreement, together with the Schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to Schedules A, B, D, E and F, is subject to the approval of the

C-7

	Trustees and the shareholders of the Fund as and to the extent required by the Act, subject to any applicable orders of exemption issued by the SEC.
16.	Effective Date; Term. This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until [Date]. 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.
17.	Termination. This Agreement may be terminated by any party, without penalty, immediately upon written notice to the other parties in the event of a material breach of any provision thereof by a party so notified, or otherwise upon sixty (60) days’ written notice to the other parties, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the other parties.
18.	Applicable Law. To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the Commonwealth of Massachusetts.
19.	Severability. If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.
20.	Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party.
	(a)	To Virtus or the Fund at:
		Virtus Investment Advisers, Inc.
		100 Pearl Street
		Hartford, CT 06103
		Attn: Kevin J. Carr
		Telephone: (860) 263-4791
		Facsimile: (860) 241-1028
		Email: kevin.carr@virtus.com
	(b)	To [Name of Subadviser] at:
		[Name of Subadviser]

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[Address of Subadviser]

[Attn: ]

[Telephone: ]

[Facsimile: ]

[Email: ]

21.	Certifications . The Subadviser hereby warrants and represents that it will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Sarbanes-Oxley Act of 2002 to the extent that such reporting and certifications relate to the Subadviser’s duties and responsibilities under this Agreement. Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E.
22.	Indemnification . The Adviser agrees to indemnify and hold harmless the Subadviser and the Subadviser’s directors, officers, employees and agents from and against any and all losses, liabilities, claims, damages, and expenses whatsoever, including reasonable attorneys’ fees (collectively, “Losses”), arising out of or relating to (i) any breach by the Adviser of any provision of this Agreement; (ii) the negligence, willful misconduct, bad faith, or breach of fiduciary duty of the Adviser; (iii) any violation by the Adviser of any law or regulation relating to its activities under this Agreement; and (iv) any dispute between the Adviser and any Fund shareholder, except to the extent that such Losses result from the gross negligence, willful misconduct, bad faith of the Subadviser or the Subadviser’s reckless disregard of its obligations and duties hereunder.
23.	Receipt of Disclosure Document. The Fund and the Adviser acknowledge receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser’s Form ADV containing certain information concerning the Subadviser and the nature of its business.
24.	Counterparts; Fax Signatures. 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]

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VIRTUS VARIABLE INSURANCE TRUST
By:
Name:
Title:
VIRTUS INVESTMENT ADVISERS, INC.
By:
Name:	Francis G. Waltman
Title:	Senior Vice President

ACCEPTED:

[Name of Subadviser]

By:
Name:	[Name]
Title:	[Title]

SCHEDULES:	A.	Operational Procedures
	B.	Record Keeping Requirements
	C.	Fee Schedule
	D.	Subadviser Functions
	E.	Form of Sub-Certification
	F.	Designated Series

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SCHEDULE A

     OPERATIONAL PROCEDURES

In order to minimize operational problems, it will be necessary for a flow of information to be supplied by Subadviser to The Bank of New York Mellon (the “Custodian”) and PNC Global Investment Servicing (U.S.) Inc., (the “Sub-Accounting Agent”) for the Fund.

The Subadviser must furnish the Custodian and the Sub-Accounting Agent with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5 p.m. (Eastern Time) on the day of the trade each day the Fund is open for business. (Subadviser will be responsible for reimbursement to the Fund for any loss caused by the Subadviser’s failure to comply.) The necessary information can be sent via facsimile machine to the Custodian and the Sub-Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following:

1.	Purchase or sale;
2.	Security name;
3.	CUSIP number, ISIN or Sedols (as applicable);
4.	Number of shares and sales price per share or aggregate principal amount;
5.	Executing broker;
6.	Settlement agent;
7.	Trade date;
8.	Settlement date;
9.	Aggregate commission or if a net trade;
10.	Interest purchased or sold from interest bearing security;
11.	Other fees;
12.	Net proceeds of the transaction;
13.	Exchange where trade was executed;
14.	Identified tax lot (if applicable); and
15.	Trade commission reason: best execution, soft dollar or research.

When opening accounts with brokers for, and in the name of, the Fund, the account must be a cash account. No margin accounts are to be maintained in the name of the Fund. Delivery instructions are as specified by the Custodian. The Custodian will supply the Subadviser daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five-day cash projection. This will normally be done by email or, if email is unavailable, by another form of immediate written communication, so that the Subadviser will know the amount available for investment purposes.

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SCHEDULE B

RECORDS TO BE MAINTAINED BY THE SUBADVISER

1.	(Rule 31a-1(b)(5) and (6)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include:
	A.	The name of the broker;
	B.	The terms and conditions of the order and of any modifications or cancellations thereof;
	C.	The time of entry or cancellation;
	D.	The price at which executed;
	E.	The time of receipt of a report of execution; and
	F.	The name of the person who placed the order on behalf of the Fund.
2.	(Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record:
A.	Shall include the consideration given to:
	(i)	The sale of shares of the Fund by brokers or dealers.
	(ii)	The supplying of services or benefits by brokers or dealers to:
		(a)   The Fund,
		(b)   The Adviser,
		(c)   The Subadviser, and
		(d)  Any person other than the foregoing.
	(iii)	Any other consideration other than the technical qualifications of the brokers and dealers as such.
B.	Shall show the nature of the services or benefits made available.
C.	Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation.
D.	Shall show the name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation.

3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or

C-12

	authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization.*
4.	(Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment advisers by rule adopted under Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser’s transactions for the Fund.
5.	Records as necessary under Board-approved policies and procedures, including without limitation those related to valuation determinations.

^* Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendations, i.e., buy, sell, hold) or any internal reports or subadviser review.

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SCHEDULE C

SUBADVISORY FEE

     (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 [Fee and payment details].

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SCHEDULE D

SUBADVISER FUNCTIONS

     With respect to managing the investment and reinvestment of the Designated Series’ assets, the Subadviser shall provide, at its own expense:

(a)	An investment program for the Designated Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and the Adviser in paragraph 3 of this Subadvisory Agreement;
(b)	Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund’s code of ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Fund relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of Designated Series assets in accordance with the then prevailing Prospectus and Statement of Additional Information pertaining to the Designated Series and governing laws; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered "illiquid" for the purposes of complying with the Designated Series’ limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and vi) the implementation of the Designated Series’ investment program, including, without limitation, analysis of Designated Series performance;
(c)	Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Trustees;
(d)	Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and
(e)	Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
(f)	Provide reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings.

C-15

SCHEDULE E

FORM OF SUB-CERTIFICATION

To:
Re:	Subadviser’s Form N-CSR and Form N-Q Certification for the [Name of Designated Series].
From:	[Name of Subadviser]
	Representations in support of Investment Company Act Rule 30a-2 certifications of Form N-CSR and Form N-Q.
	[Name of Designated Series].
	In connection with your certification responsibility under Rule 30a-2 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented in the schedule of investments for the period ended [Date of Reporting Period] (the “Report”) which forms part of the N-CSR or N-Q, as applicable, for the Fund.

Schedule of Investments

Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures.

In addition, our organization has:

a.	Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual fund.
b.	Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective.
c.	In addition, to the best of my knowledge there has been no fraud, whether or not material, that involves our organization’s management or other employees who have a significant role in our organization’s control and procedures as they relate to our duties as subadviser to the Designated Series.

I have read the draft of the Report which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such draft of the Report does not, with respect to the Designated Series, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which

C-16

such information is presented, not misleading with respect to the period covered by such draft Report.

I have disclosed, based on my most recent evaluation, to the Designated Series’ Chief Accounting Officer:

a.	All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser’s internal controls and procedures which could adversely affect the Registrant’s ability to record, process, summarize and report financial data with respect to the Designated Series in a timely fashion;
b.	Any fraud, whether or not material, that involves the Subadviser’s management or other employees who have a significant role in the Subadviser’s internal controls and procedures for financial reporting.

I certify that to the best of my knowledge:

a.	The Subadviser’s Portfolio Manager(s) has/have complied with the restrictions and reporting requirements of the Code of Ethics (the “Code”). The term Portfolio Manager is as defined in the Code.
b.	The Subadviser has complied with the Prospectus and Statement of Additional Information of the Designated Series and the Policies and Procedures of the Designated Series as adopted by the Designated Series Board of Trustees.
c.	I have no knowledge of any compliance violations except as disclosed in writing to the Virtus Compliance Department by me or by the Subadviser’s compliance administrator.
d.	The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Designated Series as outlined above.

This certification relates solely to the Designated Series named above and may not be relied upon by any other fund or entity.

The Subadviser does not maintain the official books and records of the above Designated Series. The Subadviser’s records are based on its own portfolio management system, a record-keeping system that is not intended to serve as the Designated Series official accounting system. The Subadviser is not responsible for the preparation of the Report.

[Name of Subadviser]	Date
[Name of Authorized Signer]
[Title of Authorized Signer]

C-17

SCHEDULE F

DESIGNATED SERIES

[Name of Series Party to this Agreement]

C-18

EX-99.7 DISTR CONTR

UNDERWRITING AGREEMENT
between
THE PHOENIX EDGE SERIES FUND
and
1851 SECURITIES, INC.

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.

RECITALS

(A)      The Fund is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company consisting of a number of investment portfolios (each, a “Series”).

(B)      The Fund issues a separate series of shares of capital stock for the Fund representing a fractional undivided interest in each of the Series.

(C)      Each Series of the Fund’s shares (“Shares”) are registered under the Securities Act of 1933, as amended (the “1933 Act”), on Form N-1A. The term “Registration Statement,” as used herein, shall mean the Fund’s 1933 Act Form N-1A registration statement, including all prospectuses therein and exhibits thereto, as of the effective date of the most recent post-effective amendment thereto.

(D)      Underwriter will be registered with the Financial Industry Regulatory Authority (“FINRA”) to act as the principal underwriter for open end investment companies and the insurance products issued by PHL Variable Insurance Company, Phoenix Life Insurance Company and its insurance company affiliates that are registered with the Securities and Exchange Commission (“SEC”), and, in such role, will act as principal underwriter for the Fund.

(E)      Each Series of Shares is offered and sold to separate accounts of life insurance companies issuing variable annuity contracts (the “Contracts”) and/or variable life insurance policies (the “Policies”) as investment options under such Contracts and Policies.

(F)      Each such insurance company (an “Insurer”), which is affiliated with The Phoenix Companies, Inc., has entered into a participation agreement (a “Participation Agreement”) with the Fund and Underwriter pursuant to which it purchases Shares of the various series for its separate accounts.

(G)      Each Insurer performs all of the services necessary to administer the Contracts and Policies issued by it including account maintenance, record keeping services, and administrative services that may benefit the Fund and the Series.

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(H)      Underwriter is the principal underwriter of such Contracts and Policies. In its efforts to distribute Contracts and Policies, Underwriter often engages in activities primarily intended to promote the indirect sale of Shares of one or more of the Series shown on Schedule A by promoting such Series as investment options under the Contracts and Policies. In this connection, the Fund has adopted a plan pursuant to which Shares of the Series shown on Schedule B bear an expense designed to cover some of the costs of such activities (the “Distribution Plan”) by the Underwriter.

NOW THEREFORE, in consideration of the mutual promises and covenants herein, the parties agree as follows:

1.          Services as the Underwriter of the Fund’s Shares

1.1      Underwriter agrees to serve as agent of the Fund for the distribution of the Fund’s Shares of the Series. The Fund grants to Underwriter exclusive authority to distribute the Shares. Underwriter agrees to use appropriate efforts to solicit orders for the sale of such shares and to undertake such advertising and promotion as it believes reasonable in connection with such solicitation. Underwriter agrees to offer and sell the Shares at the applicable public offering price or net asset value as set forth in the Fund’s Registration Statement.

1.2      In distributing the Shares, Underwriter will comply with all applicable laws, rules, and regulations, including, without limitation, the 1940 Act, 1933 Act and 1934 Act, and all rules and regulations adopted thereunder, as well as all rules of the FINRA. Likewise, in distributing Shares, Underwriter will comply with the terms of the Participation Agreement in effect among it, the Fund and the Insurer to which it is offering or selling Shares.

1.3      Underwriter agrees to act as principal for resale to Insurers for Shares, as permitted by a Participation Agreement. Underwriter agrees to devote reasonable time and effort to solicit sales of the Shares, but will not be obligated to sell any specific number of Shares. The services of Underwriter to the Fund under this Agreement are not exclusive and nothing contained herein shall prevent Underwriter from serving as Underwriter of securities of other issuers, including shares of other investment companies, as long as such service to such other issuers does not impair Underwriter’s obligations under this Agreement.

1.4      Underwriter shall finance such activities to be reimbursed by the Insurers, as it considers reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of other underwriters, broker-dealers and sales personnel, printing and mailing prospectuses to prospective investors in a Series, and printing and mailing of sales literature to prospective investors in a Series. Underwriter shall be responsible for reviewing and providing advice on all sales literature (e.g., advertisements, brochures and shareholder communications, etc.) for the Series, and shall file with the FINRA or other appropriate regulators all such materials as are required to be filed under applicable laws and regulations. In addition, Underwriter shall provide sufficient personnel, during normal business hours, reasonably necessary to respond to telephone inquiries regarding the Series. Except as provided in sections 1.5 and 1.6 below, the Fund will not compensate Underwriter for Underwriter’s services under this Agreement.

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1.5      The Series shown on Schedule A may compensate Underwriter, in accordance with the Distribution Plan, for all or a part of the activities described in Section 1.4 above. No provision of this Agreement shall be interpreted to prohibit:

• a Series to pay the Underwriter, or

• Underwriter or the Fund to pay broker-dealers selling Contracts or Policies, or other broker-dealers or financial intermediaries, that participate in activities primarily intended to promote the sale of Shares, where such payments are made pursuant to the Distribution Plan adopted by the Fund on behalf of such Series pursuant to Rule 12b-1 under the 1940 Act.

Underwriter shall prepare reports to the Fund’s board of trustees regarding its activities under this Agreement as shall, from time to time, be reasonably requested by the board, including reports about the use of Distribution Plan payments, if any.

1.6      In furtherance of its duties under this Agreement, Underwriter shall become a party to each Participation Agreement.

1.7      Underwriter has designated the Phoenix Life Insurance Company to promptly advise the Fund’s transfer agent, or any other agent designated in writing by the Fund, of all purchase orders for Shares. Underwriter agrees to pay, or arrange payment, for Shares, and to promptly deliver such payment, along with appropriate instructions, to the Fund or its transfer agent. Subject to the terms of the applicable Participation Agreement, whenever in their judgment such action is warranted by unusual market, economic or, political, conditions, the Fund’s officers may decline to accept any orders for, or make any sales of Shares until such time as such officers consider it advisable for the Fund to accept such orders and make such sales. The Fund agrees to promptly advise Underwriter of its determination to recommend offers and sales of Shares. The Fund’s transfer agent shall record Share transactions in “book-entry” form and maintain such records.

1.8      Underwriter agrees that it is a “service provider” to the Fund as defined in Rule 38a-1 under the 1940 Act and will provide to the Fund the information required of it under the Rule.

1.9      Underwriter represents and warrants that it: (a) has adopted an anti-money laundering compliance program that satisfies the requirements of all applicable laws and regulations, (b) will notify the Fund promptly if an inspection by the appropriate regulatory authorities or an internal examination or audit identifies any material deficiency in this program, and (c) will promptly remedy any such deficiency.

1.10      The Fund agrees, at its own expense, to execute all documents, furnish any and all information, and to take any other actions, that may be reasonably necessary in connection with registering the Shares under the 1933 Act to the extent necessary and to have available for sale the number of Shares as may reasonably be expected to be purchased. Likewise, the Fund will

3

bear all costs and expenses, including fees and disbursements of its counsel and independent accountants, in connection with the preparation and filing of the Registration Statement (including prospectuses contained therein) under the 1933 Act and the 1940 Act. If so provided for in the applicable Participation Agreement, this may include the expense of preparing, printing, mailing and otherwise distributing prospectuses, annual or interim reports or proxy materials to shareholders and to owners of Contracts and Policies indirectly invested in Shares.

1.11      Consistent with the practice of mutual funds that make their shares available only to separate accounts of insurance companies and other qualified purchasers, the Fund agrees to comply with the terms and conditions of relevant exemptions from the securities laws of such of the 50 states of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam and such other jurisdictions as the Underwriter and the Fund may determine. To the extent that exemptions from the securities laws of any such jurisdiction are not available to the Fund and the Shares, the Fund shall, at its own expense, use its best efforts to comply with the registration, notification or qualification requirements of such laws in order for the Shares to be lawfully sold to Insurers in such jurisdiction, and shall maintain any such registration, notification or qualification in effect as long as may be reasonably requested by Underwriter.

1.12      The Fund shall furnish Underwriter such information about the Fund as Underwriter may, from time to time, reasonably request, all of which information must be signed by one or more of the Fund’s duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund’s officers, will be true and correct. Upon request to the Chief Legal Officer of the Fund, the Fund also will furnish Underwriter with:

• annual audited financial statements of the Fund or Series,

• quarterly earnings statements of the Fund or Series,

• a quarterly list of portfolio securities of each Series,

• as soon as practicable after the end of each month, a monthly balance sheet of each Series,

• any additional information about the financial condition of the Fund or any Series that Underwriter may reasonably request from time to time.

The Fund authorizes Underwriter to use any prospectuses contained in the Registration Statement in the forms furnished from time to time to Underwriter, and agrees to furnish such quantities of prospectuses as Underwriter may reasonably request.

Neither Underwriter nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in the Registration Statement or in any sales literature approved by the Fund.

1.13      The Fund represents that the Registration Statement has been carefully prepared in conformity with the requirements of the 1933 Act, 1940 Act and the respective rules and regulations thereunder, including Form N-1A. The Fund represents and warrants that: (a) the Registration Statement contains all statements required to be made therein in conformity with the

4

1933 Act and rules thereunder, and (b) all statements of fact contained in the Registration Statement are true and correct in all material respects and do not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

To the extent it believes necessary or advisable, the Fund may propose from time to time such amendment or amendments to the Registration Statement and such supplement or supplements to prospectuses therein. In the event that Underwriter makes a written request to the Fund to amend the Registration Statement or supplement a prospectus and the Fund does not (or cannot) comply with such request within 15 days, then Underwriter may terminate this Agreement in accordance with the requirements of section 2 of this Agreement or decline to make offers of Shares until the requested amendment(s) or supplements are prepared and become effective. The Fund will make every reasonable effort to notify Underwriter reasonably far in advance of making any amendment to the Registration Statement or supplementing any prospectus contained therein.

1.14      No Shares may be offered by Underwriter or the Fund under any of the provisions of this Agreement, and no orders for the purchase or sale of Shares pursuant to this Agreement will be accepted by the Fund, if and so long as the effectiveness of the Registration Statement is suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the Securities and Exchange Commission (“SEC”); provided, however, that nothing contained in this Section 1.14 will in any way restrict or have an application to or bearing upon the Fund’s obligation to redeem its shares from any shareholder in accordance with the Registration Statement and the 1940 Act. Notwithstanding the foregoing, Underwriter may continue to offer Shares until it has been notified in writing of the occurrence of any of the foregoing events.

2.          Indemnification

2.1      The Fund agrees promptly to notify Underwriter of the commencement of any litigation or proceedings against the Fund or any of its officers or trustees in connection with the issuance and sale of any Shares.

2.2      The Fund agrees to indemnify and hold Underwriter, its several officers and directors, and any person who controls Underwriter within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending those claims, demands or liabilities and any counsel fees incurred in connection with them) (collectively, any “Underwriter Action”), that Underwriter, its officers and directors, or the controlling person may incur under the 1933 Act or under common law or otherwise arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement (including any prospectus therein) or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in the Registration Statement (or in a prospectus) or necessary to make the statements in either not misleading; provided, however, that the Fund’s agreement to indemnify Underwriter, its officers and directors, and the controlling person will not be deemed to cover any claims, demands, liabilities or expenses arising out of any untrue statement or

5

alleged untrue statement or omission or alleged omission in the Registration Statement (or a prospectus) made in reliance upon and in conformity with written information furnished to the Fund by Underwriter specifically for use in the preparation of the Registration Statement.

2.3      The Underwriter agrees to notify the Fund of any Underwriter Action brought against Underwriter, its officers or directors, or any controlling person, such notification to be given by letter or by electronic mail addressed to the Fund at the Phoenix Edge Series Fund, Attn: Chief Legal Officer, One American Row, PO Box 5056, Hartford, CT 06102-5056 within ten days after the summons or other first legal process is served.

2.4      The Fund will be entitled to assume the defense of any suit brought to enforce any claim, demand or liability contemplated by this Section 2, but, in such case, the defense will be conducted by counsel of good standing chosen by the Fund and approved by Underwriter (who will not, except with the consent of Underwriter, be counsel to the Fund). In the event the Fund elects to assume the defense of any such suit and retain counsel of good standing approved by Underwriter, the defendant or defendants in the suit will bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case Underwriter does not approve of counsel chosen by the Fund, the Fund will reimburse Underwriter, its officers and directors, or the controlling person or persons named as defendant or defendants in the suit, for the fees and expenses of any counsel retained by Underwriter or them.

2.5      The Fund’s indemnification agreement contained in this Section 2 and the Fund’s representations and warranties in this Agreement will remain operative and in full force and effect regardless of any investigation made by or on behalf of Underwriter, its officers and directors, or any controlling person, and will survive the delivery of any Shares. The Fund’s agreement of indemnity will inure exclusively to Underwriter’s benefit, to the benefit of its several officers and directors, and their respective estates, and to the benefit of any controlling persons and their successors, except that the Fund will not be obligated to indemnify any entity or person pursuant to this Section 2 against any liability to which Underwriter, its officers and directors, or any controlling person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in performance of, or reckless disregard of, the obligations and duties set forth in this Agreement.

2.6      Underwriter agrees to indemnify and hold the Fund, its several officers and trustees, and any person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending those claims, demands or liabilities and any counsel fees incurred in connection with them) (collectively, any “Fund Action”) that the Fund, its officers or trustees, or the controlling person, may incur under the 1933 Act, or under common law or otherwise, but only to the extent that the liability or expense incurred by the Fund, its officers or directors, or the controlling person resulting from the claims or demands arise out of or are based upon any untrue, or alleged untrue statement of a material fact contained in information furnished in writing by Underwriter to the Fund specifically for use in the Registration Statement and used in the Fund’s answers to any of the items of the Registration Statement (or in the prospectuses contained therein), or arise out of or are based upon any

6

omission, or alleged omission, to state a material fact in connection with the information furnished in writing by Underwriter to the Fund and required to be stated in the answers to the Registration Statement or necessary to make the information therein not misleading.

2.7      The Fund agrees to notify Underwriter of any Fund Action such notification to be given by letter or electronic mail addressed to Underwriter at its principal office at One American Row, PO Box 5056, Hartford, CT 06102-5056, Attention: General Counsel within ten days after the summons or other first legal process is served.

2.8      Underwriter will have the right to control the defense of any action contemplated by this Section 2, with counsel of its own choosing, satisfactory to the Fund, unless the action referred to in Section 2.7 is not based solely upon an alleged misstatement or omission on Underwriter’s part. In such event, the Fund, its officers or trustees or the controlling person will each have the right to participate in the defense or preparation of the defense of the action.

2.9      Underwriter will not be obligated to indemnify any entity or person pursuant to this Section 2 against any liability to which the Fund, its officers and trustees, or any controlling person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in performance of, or reckless disregard of, the obligations and duties set forth in this Agreement.

2.10      The Fund agrees to advise Underwriter immediately in writing:

• of any request by the SEC for amendments to the Registration Statement (or a prospectus) or any additional information regarding the Fund or any of its Series,

• of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceeding for that purpose,

• of the happening of any event that makes untrue any statement of a material fact made in the Registration Statement (or in a prospectus) or that requires the making of any change in the Registration Statement (or prospectus) in order to make the statements therein not misleading, and

• of all actions of the SEC with respect to any amendments to the Registration Statement (or a prospectus) that may from time to time be filed with the SEC.

3.          Amendment

This Agreement may be amended by the parties only if the amendment is specifically approved by: (a) the board of trustees of the Fund, or by the vote of a majority of outstanding voting Shares of the Fund, and (b) a majority of those trustees of the Fund who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any party cast in person at a meeting called for the purpose of voting on the approval.

4.          Term

This Agreement will become effective as of July 1, 2010 or on such later date as 1851 receives all necessary regulatory approvals to serve as principal underwriter and thereafter will

7

continue automatically for successive annual periods, as long as its continuance is specifically approved at least annually: (a) by the board of trustees of the Fund, or (b) by a vote of a majority (as defined in the 1940 Act) of the Fund’s outstanding voting Shares, provided that in either event the continuance is also approved by a majority of the directors who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any party by vote cast in person at a meeting called for the purpose of voting on the approval. This Agreement is terminable without penalty: (a) on not less than 60 days’ notice (i) by action of the trustees who are not interested persons (as defined in the 1940 Act) of the Fund, or (ii) by the vote of holders of a majority of the Shares, or (b) upon not less than 60 days’ written notice by Underwriter.

5.          Miscellaneous

5.1      Successors and Assigns.   This Agreement shall be binding upon the parties hereto, but not upon their transferees, successors and assigns.

5.2      Assignment.   This Agreement shall terminate in the event of its assignment by either party.

5.3      Intended Beneficiaries.   No provision of this Agreement shall be construed to give any person or entity other than the parties hereto any legal or equitable claim, right or remedy. The Agreement is intended for the exclusive benefit of the parties hereto.

5.4      Counterparts.   This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall together constitute one and the same instrument.

5.5      Applicable Law.   This Agreement shall be interpreted, construed, and enforced in accordance with the laws of Connecticut, without reference to the conflict of laws principles thereof.

5.6      Severability.   If any portion of this Agreement shall be found to be invalid or unenforceable by a court or tribunal or regulatory agency of competent jurisdiction, the remainder shall not be affected thereby, but shall have the same force and effect as if the invalid or unenforceable portion had not been part of the Agreement.

5.7      Notice.   Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

If to the Fund:

The Phoenix Edge Series Fund

One American Row

Hartford, Connecticut 06102

Attention: Chief Legal Officer

8

If to 1851:

One American Row

Hartford, Connecticut 06102

Attention: General Counsel

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

1851 SECURITIES, INC.
By:	/s/ John H. Beers
Name:	John H. Beers
Title:	Vice President and Secretary
THE PHOENIX EDGE SERIES FUND
By:	/s/ Kathleen A. McGah
Name:	Kathleen A. McGah
Title:	Vice President

9

Schedule A

Phoenix Capital Growth Series
Phoenix Comstock Series
Phoenix Dynamic Asset Allocation Series: Aggressive Growth
Phoenix Dynamic Asset Allocation Series: Growth
Phoenix Dynamic Asset Allocation Series: Moderate
Phoenix Dynamic Asset Allocation Series: Moderate Growth
Phoenix Equity 500 Index Series
Phoenix Growth and Income Series
Phoenix Mid-Cap Growth Series
Phoenix Mid-Cap Value Series
Phoenix Multi-Sector Fixed Income Series
Phoenix Multi-Sector Short Term Bond Series
Phoenix Small-Cap Growth Series
Phoenix Small-Cap Value Series
Phoenix Strategic Allocation Series
Phoenix-Aberdeen International Series
Phoenix-Duff & Phelps Real Estate Securities Series

10

Schedule B

Phoenix Dynamic Asset Allocation Series: Moderate
Phoenix Dynamic Asset Allocation Series: Moderate Growth
Phoenix Dynamic Asset Allocation Series: Growth
Phoenix Dynamic Asset Allocation Series: Aggressive Growth

11

EX-99.7 DISTR CONTR

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

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”).

RECITALS

(A)      The Fund is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company consisting of a number of investment portfolios.

(B)      The Fund issues separate series of shares of capital stock for the Fund representing a fractional undivided interest in each of the Series.

(C)      Each Series of the Fund’s shares (“Shares”) are registered under the Securities Act of 1933, as amended (the “1933 Act”), on Form N-1A. The term “Registration Statement,” as used herein, shall mean the Fund’s 1933 Act Form N-1A registration statement, including all prospectuses therein and exhibits thereto, as of the effective date of the most recent post-effective amendment thereto.

(D)      Underwriter is registered as a broker-dealer under the Securities and Exchange Act of 1934, as amended (the “1934 Act”) and is a member of the Financial Industry Regulatory Authority (“FINRA”).

(E)      Each Series of Shares is offered and sold to separate accounts of life insurance companies issuing variable annuity contracts (the “Contracts”) and/or variable life insurance policies (the “Policies”) as investment options under such Contracts and Policies.

(F)      Each such insurance company (an “Insurer”) has entered into a participation agreement (a “Participation Agreement”) (or will do so prior to purchasing Shares for its separate accounts) with the Fund and Underwriter pursuant to which it purchases Shares of the various series for its separate accounts.

(G)      Each Insurer performs all of the services necessary to administer the Contracts and Policies issued by it including account maintenance, record keeping services, and administrative services that may benefit the Fund and the Series.

(H)      Underwriter will engage in activities primarily intended to promote the indirect sale of Shares of one or more of the Series shown on Schedule A by promoting such Series as

F-1

investment options under the Contracts and Policies. In this connection, the Fund has adopted a plan pursuant to which Shares of the Series shown on Schedule B bear an expense designed to cover some of the costs of such activities (the “Distribution Plan”) by the Underwriter.

NOW THEREFORE, in consideration of the mutual promises and covenants herein, the parties agree as follows:

1.          Services as the Underwriter of the Fund’s Shares

1.1      Underwriter agrees to serve as agent of the Fund for the distribution of the Fund’s Shares of the Series. The Fund grants to Underwriter exclusive authority to distribute the Shares. Underwriter agrees to use appropriate efforts to solicit orders for the sale of such shares and to undertake such advertising and promotion as it believes reasonable in connection with such solicitation. Underwriter agrees to offer and sell the Shares at the applicable public offering price or net asset value as set forth in the Fund’s Registration Statement.

1.2      In distributing the Shares, Underwriter will comply with all applicable laws, rules, and regulations, including, without limitation, the 1940 Act, 1933 Act and 1934 Act, and all rules and regulations adopted thereunder, as well as all rules of the FINRA. Likewise, in distributing Shares, Underwriter will comply with the terms of the Participation Agreement in effect among it, the Fund and the Insurer to which it is offering or selling Shares.

1.3      Underwriter agrees to act as principal for resale to Insurers for Shares, as permitted by a Participation Agreement. Underwriter agrees to devote reasonable time and effort to solicit sales of the Shares, but will not be obligated to sell any specific number of Shares. The services of Underwriter to the Fund under this Agreement are not exclusive and nothing contained herein shall prevent Underwriter from serving as Underwriter of securities of other issuers, including shares of other investment companies, as long as such service to such other issuers does not impair Underwriter’s obligations under this Agreement.

1.4      Underwriter shall finance such activities to be reimbursed by the Insurers, as it considers reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of other underwriters, broker-dealers and sales personnel, printing and mailing prospectuses to prospective investors in a Series, and printing and mailing of sales literature to prospective investors in a Series. Underwriter shall be responsible for reviewing and providing advice on all sales literature (e.g., advertisements, brochures and shareholder communications, etc.) for the Series, and shall file with the FINRA or other appropriate regulators all such materials as are required to be filed under applicable laws and regulations. In addition, Underwriter shall provide sufficient personnel, during normal business hours, reasonably necessary to respond to telephone inquiries regarding the Series. Except as provided in sections 1.5 and 1.6 below, the Fund will not compensate Underwriter for Underwriter’s services under this Agreement.

1.5      The Series shown on Schedule A may compensate Underwriter, in accordance with the Distribution Plan, for all or a part of the activities described in Section 1.4 above. No provision of this Agreement shall be interpreted to prohibit:

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• a Series to pay the Underwriter, or

• Underwriter or the Fund to pay broker-dealers selling Contracts or Policies, or other broker-dealers or financial intermediaries, that participate in activities primarily intended to promote the sale of Shares, where such payments are made pursuant to the Distribution Plan adopted by the Fund on behalf of such Series pursuant to Rule 12b-1 under the 1940 Act.

Underwriter shall prepare reports to the Fund’s board of trustees regarding its activities under this Agreement as shall, from time to time, be reasonably requested by the board, including reports about the use of Distribution Plan payments, if any.

1.6      In furtherance of its duties under this Agreement, Underwriter shall become a party to each Participation Agreement.

1.7      Underwriter has designated the Insurers to promptly advise the Fund’s transfer agent, or any other agent designated in writing by the Fund, of all purchase orders for Shares. Without limiting the foregoing, the Fund agrees that the Underwriter is authorized to communicate directly with the transfer agent regarding Share transactions submitted by such Insurers and to act as the Fund’s agent to supervise the Transfer Agent’s processing of such Share transactions. Underwriter agrees to pay, or arrange payment, for Shares, and to promptly deliver such payment, along with appropriate instructions, to the Fund or its transfer agent. Subject to the terms of the applicable Participation Agreement, whenever in their judgment such action is warranted by unusual market, economic or, political, conditions, the Fund’s officers may decline to accept any orders for, or make any sales of Shares until such time as such officers consider it advisable for the Fund to accept such orders and make such sales. The Fund agrees to promptly advise Underwriter of its determination to recommend offers and sales of Shares. The Fund’s transfer agent shall record Share transactions in “book-entry” form and maintain such records.

1.8      Underwriter agrees that it is a “service provider” to the Fund as defined in Rule 38a-1 under the 1940 Act and will provide to the Fund the information required of it under the Rule.

1.9      Underwriter represents and warrants that it: (a) has adopted an anti-money laundering compliance program that satisfies the requirements of all applicable laws and regulations, (b) will notify the Fund promptly if an inspection by the appropriate regulatory authorities or an internal examination or audit identifies any material deficiency in this program, and (c) will promptly remedy any such deficiency.

1.10      The Fund agrees, at its own expense, to execute all documents, furnish any and all information, and to take any other actions, that may be reasonably necessary in connection with registering the Shares under the 1933 Act to the extent necessary and to have available for sale the number of Shares as may reasonably be expected to be purchased. Likewise, the Fund will bear all costs and expenses, including fees and disbursements of its counsel and independent

F-3

accountants, in connection with the preparation and filing of the Registration Statement (including prospectuses contained therein) under the 1933 Act and the 1940 Act. If so provided for in the applicable Participation Agreement, this may include the expense of preparing, printing, mailing and otherwise distributing prospectuses, annual or interim reports or proxy materials to shareholders and to owners of Contracts and Policies indirectly invested in Shares.

1.11      Consistent with the practice of mutual funds that make their shares available only to separate accounts of insurance companies and other qualified purchasers, the Fund agrees to comply with the terms and conditions of relevant exemptions from the securities laws of such of the 50 states of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam and such other jurisdictions as the Underwriter and the Fund may determine. To the extent that exemptions from the securities laws of any such jurisdiction are not available to the Fund and the Shares, the Fund shall, at its own expense, use its best efforts to comply with the registration, notification or qualification requirements of such laws in order for the Shares to be lawfully sold to Insurers in such jurisdiction, and shall maintain any such registration, notification or qualification in effect as long as may be reasonably requested by Underwriter.

1.12      The Fund shall furnish Underwriter such information about the Fund as Underwriter may, from time to time, reasonably request, all of which information must be signed by one or more of the Fund’s duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund’s officers, will be true and correct. Upon request to the Chief Legal Officer of the Fund, the Fund also will furnish Underwriter with:

• annual audited financial statements of the Fund or Series,

• quarterly earnings statements of the Fund or Series,

• a quarterly list of portfolio securities of each Series,

• as soon as practicable after the end of each month, a monthly balance sheet of each Series,

• any additional information about the financial condition of the Fund or any Series that Underwriter may reasonably request from time to time.

The Fund authorizes Underwriter to use any prospectuses contained in the Registration Statement in the forms furnished from time to time to Underwriter, and agrees to furnish such quantities of prospectuses as Underwriter may reasonably request.

Neither Underwriter nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in the Registration Statement or in any sales literature approved by the Fund.

1.13      The Fund represents that the Registration Statement has been carefully prepared in conformity with the requirements of the 1933 Act, 1940 Act and the respective rules and regulations thereunder, including Form N-1A. The Fund represents and warrants that: (a) the Registration Statement contains all statements required to be made therein in conformity with the 1933 Act and rules thereunder, and (b) all statements of fact contained in the Registration

F-4

Statement are true and correct in all material respects and do not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

To the extent it believes necessary or advisable, the Fund may propose from time to time such amendment or amendments to the Registration Statement and such supplement or supplements to prospectuses therein. In the event that Underwriter makes a written request to the Fund to amend the Registration Statement or supplement a prospectus and the Fund does not (or cannot) comply with such request within 15 days, then Underwriter may terminate this Agreement in accordance with the requirements of section 2 of this Agreement or decline to make offers of Shares until the requested amendment(s) or supplements are prepared and become effective. The Fund will make every reasonable effort to notify Underwriter reasonably far in advance of making any amendment to the Registration Statement or supplementing any prospectus contained therein.

1.14      No Shares may be offered by Underwriter or the Fund under any of the provisions of this Agreement, and no orders for the purchase or sale of Shares pursuant to this Agreement will be accepted by the Fund, if and so long as the effectiveness of the Registration Statement is suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the Securities and Exchange Commission (“SEC”); provided, however, that nothing contained in this Section 1.14 will in any way restrict or have an application to or bearing upon the Fund’s obligation to redeem its shares from any shareholder in accordance with the Registration Statement and the 1940 Act. Notwithstanding the foregoing, Underwriter may continue to offer Shares until it has been notified in writing of the occurrence of any of the foregoing events.

2.          Indemnification

2.1      The Fund agrees promptly to notify Underwriter of the commencement of any litigation or proceedings against the Fund or any of its officers or trustees in connection with the issuance and sale of any Shares.

2.2      The Fund agrees to indemnify and hold Underwriter, its several officers and directors, and any person who controls Underwriter within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and reasonable expenses (including the cost of investigating or defending those claims, demands or liabilities and any counsel fees incurred in connection with them) (collectively, any “Underwriter Action”), that Underwriter, its officers and directors, or the controlling person may incur under the 1933 Act or under common law or otherwise arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement (including any prospectus therein) or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in the Registration Statement (or in a prospectus) or necessary to make the statements in either not misleading; provided, however, that the Fund’s agreement to indemnify Underwriter, its officers and directors, and the controlling person will not be deemed to cover any claims, demands, liabilities or expenses arising out of any untrue statement or alleged untrue statement or omission or alleged omission in the Registration

F-5

Statement (or a prospectus) made in reliance upon and in conformity with information furnished to the Fund by Underwriter specifically for use in the preparation of the Registration Statement.

2.3      The Underwriter agrees to notify the Fund of any Underwriter Action brought against Underwriter, its officers or directors, or any controlling person, such notification to be given by letter or by electronic mail addressed to the Fund at Virtus Variable Insurance Trust, c/o Virtus Investment Partners, 100 Pearl Street, Hartford, CT 06103, Attn: Counsel, within ten days after the summons or other first legal process is served.

2.4      The Fund will be entitled to assume the defense of any suit brought to enforce any claim, demand or liability contemplated by this Section 2, but, in such case, the defense will be conducted by counsel of good standing chosen by the Fund and reasonably approved by Underwriter (who will not, except with the consent of Underwriter, be counsel to the Fund). In the event the Fund elects to assume the defense of any such suit and retain counsel of good standing reasonably approved by Underwriter, the defendant or defendants in the suit will bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case Underwriter does not approve of counsel chosen by the Fund, the Fund will reimburse Underwriter, its officers and directors, or the controlling person or persons named as defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by Underwriter or them.

2.5      The Fund’s indemnification agreement contained in this Section 2 and the Fund’s representations and warranties in this Agreement will remain operative and in full force and effect regardless of any investigation made by or on behalf of Underwriter, its officers and directors, or any controlling person, and will survive the delivery of any Shares. The Fund’s agreement of indemnity will inure exclusively to Underwriter’s benefit, to the benefit of its several officers and directors, and their respective estates, and to the benefit of any controlling persons and their successors, except that the Fund will not be obligated to indemnify any entity or person pursuant to this Section 2 against any liability to which Underwriter, its officers and directors, or any controlling person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in performance of, or reckless disregard of, the obligations and duties set forth in this Agreement.

2.6      Underwriter agrees to indemnify and hold the Fund, its several officers and trustees, and any person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending those claims, demands or liabilities and any counsel fees incurred in connection with them) (collectively, any “Fund Action”) that the Fund, its officers or trustees, or the controlling person, may incur under the 1933 Act, or under common law or otherwise, but only to the extent that the liability or expense incurred by the Fund, its officers or directors, or the controlling person resulting from the claims or demands arise out of or are based upon any untrue, or alleged untrue statement of a material fact contained in information furnished in writing by Underwriter to the Fund specifically for use in the Registration Statement and used in the Fund’s answers to any of the items of the Registration Statement (or in the prospectuses contained therein), or arise out of or are based upon any omission, or alleged omission, to state a material fact in connection with the information

F-6

furnished by Underwriter to the Fund and required to be stated in the answers to the Registration Statement or necessary to make the information therein not misleading.

2.7      The Fund agrees to notify Underwriter of any Fund Action such notification to be given by letter or electronic mail addressed to Underwriter at its principal office at 100 Pearl Street, Hartford, CT 06103, Attention: Counsel, within ten days after the summons or other first legal process is served.

2.8      Underwriter will have the right to control the defense of any action contemplated by this Section 2, with counsel of its own choosing, satisfactory to the Fund, unless the action referred to in Section 2.7 is not based solely upon an alleged misstatement or omission on Underwriter’s part. In such event, the Fund, its officers or trustees or the controlling person will each have the right to participate in the defense or preparation of the defense of the action.

2.9      Underwriter will not be obligated to indemnify any entity or person pursuant to this Section 2 against any liability to which the Fund, its officers and trustees, or any controlling person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in performance of, or reckless disregard of, the obligations and duties set forth in this Agreement.

2.10      The Fund agrees to advise Underwriter immediately in writing:

• of any request by the SEC for amendments to the Registration Statement (or a prospectus) or any additional information regarding the Fund or any of its Series,

• of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceeding for that purpose,

• of the happening of any event that makes untrue any statement of a material fact made in the Registration Statement (or in a prospectus) or that requires the making of any change in the Registration Statement (or prospectus) in order to make the statements therein not misleading, and

• of all actions of the SEC with respect to any amendments to the Registration Statement (or a prospectus) that may from time to time be filed with the SEC.

3.          Amendment

This Agreement may be amended by the parties only if the amendment is specifically approved by: (a) the board of trustees of the Fund, or by the vote of a majority of outstanding voting Shares of the Fund, and (b) a majority of those trustees of the Fund who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any party cast in person at a meeting called for the purpose of voting on the approval.

4.          Term

This Agreement will become effective as of _________, 2010, and thereafter will continue automatically for successive annual periods, as long as its continuance is specifically approved at least annually: (a) by the board of trustees of the Fund, or (b) by a vote of a majority

F-7

(as defined in the 1940 Act) of the Fund’s outstanding voting Shares, provided that in either event the continuance is also approved by a majority of the directors who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any party by vote cast in person at a meeting called for the purpose of voting on the approval. This Agreement is terminable without penalty: (a) on not less than 60 days’ notice (i) by action of the trustees who are not interested persons (as defined in the 1940 Act) of the Fund, or (ii) by the vote of holders of a majority of the Shares, or (b) upon not less than 60 days’ written notice by Underwriter.

5.          Miscellaneous

5.1      Successors and Assigns.   This Agreement shall be binding upon the parties hereto, but not upon their transferees, successors and assigns.

5.2      Assignment.   This Agreement shall terminate in the event of its assignment by either party.

5.3      Intended Beneficiaries.   No provision of this Agreement shall be construed to give any person or entity other than the parties hereto any legal or equitable claim, right or remedy. The Agreement is intended for the exclusive benefit of the parties hereto.

5.4      Counterparts.   This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall together constitute one and the same instrument.

5.5      Applicable Law.   This Agreement shall be interpreted, construed, and enforced in accordance with the laws of Connecticut, without reference to the conflict of laws principles thereof.

5.6      Severability.   If any portion of this Agreement shall be found to be invalid or unenforceable by a court or tribunal or regulatory agency of competent jurisdiction, the remainder shall not be affected thereby, but shall have the same force and effect as if the invalid or unenforceable portion had not been part of the Agreement.

5.7      Notice.   Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

If to the Fund:

Virtus Variable Insurance Trust

c/o Virtus Investment Partners

100 Pearl Street

Hartford, CT 06103

Attention: Counsel

If to VPD:

VP Distributors, Inc.

100 Pearl Street

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Hartford, CT 06103

Attention: Counsel

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

VP DISTRIBUTORS, INC.

By:

Name:

Title:

VIRTUS VARIABLE INSURANCE TRUST

By:

Name:

Title:

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Schedule A

Virtus Capital Growth Series (formerly Phoenix Capital Growth Series)
Virtus Growth & Income Series (formerly Phoenix Growth and Income Series)
Virtus Multi-Sector Fixed Income Series (formerly Phoenix Multi-Sector Fixed Income Series)
Virtus Small-Cap Growth Series (formerly Phoenix Small-Cap Growth Series)
Virtus Small-Cap Value Series (formerly Phoenix Small-Cap Value Series )
Virtus Strategic Allocation Series (formerly Phoenix Strategic Allocation Series)
Virtus International Series (formerly Phoenix-Aberdeen International Series)
Virtus Real Estate Securities Series (formerly Phoenix-Duff & Phelps Real Estate Securities Series)

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Schedule B

Virtus Capital Growth Series (formerly Phoenix Capital Growth Series)
Virtus Growth & Income Series (formerly Phoenix Growth and Income Series)
Virtus Multi-Sector Fixed Income Series (formerly Phoenix Multi-Sector Fixed Income Series)
Virtus Small-Cap Growth Series (formerly Phoenix Small-Cap Growth Series)
Virtus Small-Cap Value Series (formerly Phoenix Small-Cap Value Series )
Virtus Strategic Allocation Series (formerly Phoenix Strategic Allocation Series)
Virtus International Series (formerly Phoenix-Aberdeen International Series)
Virtus Real Estate Securities Series (formerly Phoenix-Duff & Phelps Real Estate Securities Series)

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EX-99.7 DISTR CONTR

Form of

VIRTUS VARIABLE INSURANCE TRUST

(the “Fund”)

DISTRIBUTION PLAN PURSUANT TO RULE 12b-1

under the

INVESTMENT COMPANY ACT OF 1940

1.	Introduction
The Fund, on behalf of its series listed in Appendix A, as may be amended from time to time (individually and collectively, the “Series”), and VP Distributors, Inc. (the “Distributor”), a broker-dealer registered under the Securities Exchange Act of 1934, have entered into a Distribution Agreement pursuant to which the Distributor acts as principal underwriter of each Series for sale to the permissible purchasers. The Trustees of the Fund have determined to adopt this Distribution Plan (the “Plan”), in accordance with the requirements of Rule 12b-1 of the Investment Company Act of 1940, as amended (the “Act”) and have determined that there is a reasonable likelihood that the Plan will benefit the Fund and its shareholders.
2.	Rule 12b-1 Fees
The Fund shall pay to the Distributor, at the end of each month, an amount on an annual basis equal to 0.25% of the average daily value of the net assets of any Series, as compensation for the Distributor’s services as distributor of the Fund in connection with any activities or expenses primarily intended to result in the sale of the shares of the Series. Expenses may include, but are not limited to, payment of compensation, including incentive compensation to securities dealers and financial institutions and organizations to obtain various distribution related and/or shareholder services for the purchasers of variable annuity or variable life insurance contracts (“Variable Contracts”) investing indirectly in shares of the Series; payment of compensation to and expenses of personnel of the Distributor who support the distribution of shares of the Series; expenses related to the cost of financing or providing such financing from the Distributor’s or an affiliate’s resources in connection with the Distributor’s payment of such distribution expenses and the payment of other direct distribution costs such as the cost of sales literature, advertising and prospectuses. Shareholder services include, but are not limited to, transmitting prospectuses, statements of additional information, shareholder reports, proxy statements and other materials to prospective purchasers of Variable Contracts investing indirectly in shares of the Series; providing educational materials; providing facilities to answer questions about the Series; receiving and answering correspondence; assisting prospective purchasers of Variable Contracts investing indirectly in shares of the Series in completing application forms and selecting account options; and providing such other information and services as the Distributor or Series may reasonable request.
3.	Reports
At least quarterly in each year this Plan remains in effect, the Fund’s Principal Accounting Officer or Treasurer, or such other person authorized to direct the disposition of monies paid or payable by the Fund, shall prepare and furnish to the Trustees of the Fund for their review, and

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the Trustees shall review, a written report complying with the requirements of Rule 12b-1 under the Act regarding the amounts expended under this Plan and the purposes for which such expenditures were made.
4.	Required Approval
This plan shall not take effect until it, together with any related agreement, has been approved by a vote of at least a majority of the Fund’s Trustees as well as a vote of at least a majority of the Trustees of the Fund who are not interested persons (as defined in the Act) of the Fund and who have no direct or indirect financial interest in the operation of this Plan or in any related agreement (the “Disinterested Trustees”), cast in person at a meeting called for the purpose of voting on this Plan or any related agreement and this Plan.
5.	Term
This Plan shall remain in effect for one year from the date of its adoption and may be continued thereafter if specifically approved at least annually by a vote of at least a majority of the Trustees of the Fund as well as a majority of the Disinterested Trustees. This Plan may be amended at any time, provided that (a) the Plan may not be amended to increase materially the amount of the distribution expenses without the approval of at least a majority of the outstanding voting securities (as defined in the Act) of the Series and (b) all material amendments to this Plan must be approved by a majority vote of the Trustees of the Fund and of the Disinterested Trustees cast in person at a meeting called for the purpose of such vote.
6.	Selection of Disinterested Trustees
While this Plan is in effect, the selection and nomination of Trustees who are not interested persons (as defined in the Act) of the Fund shall be committed to the discretion of the Disinterested Trustees then in office.
7.        Related Agreements (excluding the Distribution and Administrative Services Agreement among Virtus Investment Advisers, Inc., VP Distributors, Inc., and Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company)
Any related agreement shall be in writing and shall provide that (a) such agreement shall be subject to termination without penalty with respect to any Series to which such agreement is applicable, by vote of a majority of the outstanding voting securities (as defined in the Act) of such Series, on not more than 60 days’ written notice to the other party to the agreement, and (b) such agreement shall terminate automatically in the event of its assignment.
8.	Termination
This Plan may be terminated at any time with respect to any Series by a vote of a majority of the Disinterested Trustees or by a vote of a majority of the outstanding voting securities (as defined in the Act) of such Series. In the event this Plan is terminated or otherwise discontinued with respect to any Series, no further payments will be made hereunder from such Series.

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9.	Records
The Fund shall preserve copies of this Plan and any related agreements and all reports made pursuant to Paragraph 3 hereof, and any other information, estimates, projections and other materials that serve as a basis therefor, considered by the Trustees of the Fund, for a period of not less than six years from the date of this Plan, the agreement or report, as the case may be, the first two years in an easily accessible place.
10.	Non-Recourse
A copy of the Fund’s Declaration of Trust (the “Declaration of Trust”) is on file in the office of the Secretary of the Commonwealth of Massachusetts. The Declaration of Trust refers to the Trustees collectively as Trustees, but not as individuals or personally, and no Trustee, shareholder, officer, employee or agent of the Fund may be held to any personal liability, nor may any resort be had to their private property for the satisfaction of any obligation or claim or otherwise in connection with the affairs of the Fund but the Fund property only shall be liable.
[Adopted as of____________________________]

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APPENDIX A

Virtus Capital Growth Series (formerly Phoenix Capital Growth Series)
Virtus Growth & Income Series (formerly Phoenix Growth and Income Series)
Virtus Multi-Sector Fixed Income Series (formerly Phoenix Multi-Sector Fixed Income Series)
Virtus Small-Cap Growth Series (formerly Phoenix Small-Cap Growth Series)
Virtus Small-Cap Value Series (formerly Phoenix Small-Cap Value Series )
Virtus Strategic Allocation Series (formerly Phoenix Strategic Allocation Series)
Virtus International Series (formerly Phoenix-Aberdeen International Series)
Virtus Real Estate Securities Series (formerly Phoenix-Duff & Phelps Real Estate Securities Series)

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EX-99.11 OPIN COUNSL

August 2, 2010

Phoenix Edge Series Fund
(Phoenix Small-Cap Value Series)
c/o CT Corporation Systems
155 Federal Street
Boston, Massachusetts 02110

Re: Registration Statement on Form N-14

Ladies and Gentlemen:

I have acted as counsel to the Phoenix Edge Series Fund, Inc. (the “Company”) in connection with the Registration Statement of the Company on Form N-14 (the “Registration Statement”) being filed by the Company under the Securities Act of 1933, as amended (the “Act”), relating to the proposed combination of the Phoenix Mid-Cap Value Series (the “Acquired Series”), a series of the Company, and the Phoenix Small-Cap Value Series (the “Acquiring Series”), a series of the Company (collectively, the “Shares”), all in accordance with the terms of the proposed Agreement and Plan of Reorganization by the Company on behalf of the Acquired Series and the Acquiring Series (the “Agreement and Plan of Reorganization”), in substantially the form to be included in the Registration Statement as an exhibit.

I have examined the Company’s Declaration of Trust, as amended and supplemented. I have also examined such other documents and records as I have deemed necessary for the purposes of this opinion.

Based upon and subject to the foregoing, I am of the opinion that the Shares will be validly issued, fully paid and non-assessable by the Company, assuming that the conditions set forth in the Agreement and Plan of Reorganization have been satisfied.

I understand that this opinion is to be used in connection with the registration of the Shares for offering and sale pursuant to the Act. I consent to the filing of this opinion with and as part of the Registration Statement.

Very truly yours,

/s/ Kathleen A. McGah

Kathleen A. McGah
Counsel and Vice President
The Phoenix Companies, Inc.

EX-99.13 OTH CONTRCT

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

1851 SECURITIES, INC.

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”).

WHEREAS, the Fund is an open-end management investment company and is available to act as the investment vehicle for separate accounts now in existence or to be established at any date hereafter for variable life insurance policies, variable annuity contracts and Qualified Plans (collectively, the “Variable Insurance Products”) offered by life insurance companies (hereinafter “Participating Insurance Companies”);

WHEREAS, the beneficial interest in the Fund is divided into several series of shares, each designated a “Portfolio”, and each representing the interests in a particular managed pool of securities and other assets;

WHEREAS, the Fund has obtained an order from the Securities and Exchange Commission (the “SEC”), dated August 20, 2002 (Investment Company File No. 25703 granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (hereinafter the “1940 Act”) and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and

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unaffiliated life insurance companies (hereinafter the “Mixed and Shared Funding Exemptive Order”);

WHEREAS, the Fund is registered as an open-end management investment company under the 1940 Act and each class of shares of the Portfolios of the Fund is registered under the Securities Act of 1933, as amended (hereinafter the “1933 Act”);

WHEREAS, the Underwriter acts as the principal underwriter and distributor of those Portfolios of the Fund listed on Schedule A hereto;

WHEREAS, the Company has registered or will register certain variable annuity and/or life insurance contracts under the 1933 Act (hereinafter “Contracts”) (unless an exemption from registration is available);

WHEREAS, 1851 is the principal underwriter and distributor of the Contracts;

WHEREAS, the Accounts are or will be duly organized, validly existing segregated asset accounts under applicable insurance law, established by resolution of the Board of Directors of the Company, to set aside and invest assets attributable to the Variable Insurance Products covered by the Agreement;

WHEREAS, the Company has registered or will register the Accounts as unit investment trusts under the 1940 Act (unless an exclusion from registration is available);

WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in the Portfolios specified in Schedule A attached on behalf of the Accounts to fund the Variable Insurance Products, and the Fund is authorized to sell such shares to unit investment trusts such as the Accounts at net asset value; and

NOW, THEREFORE, in consideration of their mutual promises, the Fund, the Distributor and the Company agree as follows:

ARTICLE I: Sale of Fund Shares

1.1. The Underwriter agrees to sell to the Company and 1851 those shares of the Fund which each Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Fund. For purposes of this Section 1.1, the Company shall be the designee of the Fund for receipt of such orders from each Account and receipt by such designee shall constitute receipt by the Fund; provided that the Fund receives notice of such order by 9:00 a.m. Eastern Time on the next following Business Day. Beginning within three months of the effective date of this Agreement, the Company agrees that all orders for the purchase and redemption of Fund shares on behalf of the Accounts will be placed by the Company with the Funds or their transfer agent by electronic transmission. “Business

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Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the Securities and Exchange Commission.

1.2. The Fund agrees to make its shares available indefinitely for purchase at the applicable net asset value per share by the Company and its Accounts on those days on which the Fund calculates its net asset value pursuant to rules of the Securities and Exchange Commission and the Fund shall use reasonable efforts to calculate such net asset value on each day which the New York Stock Exchange is open for regular trading. Notwithstanding the foregoing, the Board of Trustees of the Fund (hereinafter the “Board”) may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Board acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio.

1.3. The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts and Qualified Plans. No shares of any Portfolio will be sold to the general public.

1.4. The Fund and the Underwriter will not sell Fund shares to any insurance company, separate account or Qualified Plan unless an agreement containing provisions substantially the same as this Agreement is in effect to govern such sales.

1.5. The Fund agrees to redeem for cash, on the Company’s request, any full or fractional shares of the Fund held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption. For purposes of this Section 1.5, the Company shall be the designee of the Fund for receipt of requests for redemption from each Account and receipt by such designee shall constitute receipt by the Fund; provided that the Fund receives notice of such request for redemption on the next following Business Day. This section shall not apply to Fund shares or share classes that are subject to redemption fees. The Company shall not purchase or redeem Fund shares that are subject to redemption fees, including shares of Portfolios or share classes that later become subject to redemption fees, in the absence of an additional written agreement signed by all parties.

1.6. The Company shall pay for Fund shares on the next Business Day after an order to purchase Fund shares is made in accordance with the provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted by wire. For purpose of Section 2.10 and 2.11, upon receipt by the Fund of the federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fund.

1.7. Issuance and transfer of the Fund’s shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Shares ordered

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from the Fund will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account.

1.8. The Fund shall furnish same day notice (by wire or telephone, followed by written confirmation) to the Company of any income, dividends or capital gain distributions payable on the Fund’s shares. The Company hereby elects to receive all such income dividends and capital gain distributions as are payable on the Portfolio shares in additional shares of that Portfolio. The Company reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of such dividends and distributions.

1.9. The Fund shall make the net asset value per share for each Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated (normally by 6:30 p.m. Eastern Time) and shall use its best efforts to make such net asset value per share available by 7 p.m. Eastern Time.

1.10. The Company agrees to comply with its obligations under applicable anti-money laundering (“AML”) laws, rules and regulations, including but not limited to its obligations under the United States Bank Secrecy Act of 1970, as amended (by the USA PATRIOT Act of 2001 and other laws), and the rules, regulations and official guidance issued thereunder.

ARTICLE II: Representations and Warranties

2.1. The Company represents and warrants that the Contracts are or will be registered under the 1933 Act or are exempt from registration thereunder; that the Contracts will be issued and sold in compliance in all material respects with all applicable Federal and State laws and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each Account prior to any issuance or sale thereof as a segregated asset account under of the Connecticut Insurance Code and that each Account is either registered or exempt from registration as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts.

2.2. The Fund represents and warrants that Fund shares sold pursuant to this Agreement shall be registered under the 1933 Act duly authorized for issuance and sold in compliance with the laws of the Commonwealth of Massachusetts and all applicable federal and state securities laws and that the Fund is and shall remain registered under the 1940 Act. The Fund shall amend the Registration Statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. The Fund shall register and qualify the shares for sale in

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accordance with the laws of the various states only if and to the extent deemed advisable by the Fund or the Underwriter.

2.3. The Fund represents that it is currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended, (the “Code”) and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future.

2.4. The Company represents that the Contracts are currently treated as endowment, life insurance or annuity insurance contracts, under applicable provisions of the Code and that it will make every effort to maintain such treatment and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future.

2.5. The Fund has adopted a Rule 12b-1 Plan under which it makes payments to finance distribution expenses. The Fund represents and warrants that it has a board of trustees, a majority of whom are not interested persons of the Fund, which has approved the Rule 12b-1 Plan to finance distribution expenses of the Fund and that any changes to the Fund’s Rule 12b-1 Plan will be approved by a similarly constituted board of trustees.

2.6. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies) complies with the insurance laws or regulations of the various states except that the Fund represents that the Fund’s investment policies, fees and expenses are and shall at all times remain in compliance with the laws of the Commonwealth of Massachusetts and the Fund and the Underwriter represent that their respective operations are and shall at all times remain in material compliance with the laws of the State of Delaware to the extent required to perform this Agreement.

2.7. The Underwriter represents and warrants that it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and is registered as a broker-dealer with the SEC. The Underwriter further represents that it will sell and distribute the Fund shares in accordance with the laws of the Commonwealth of Massachusetts and all applicable state and federal securities laws, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act.

2.8. The Fund represents that it is lawfully organized and validly existing under the laws of the Commonwealth of Massachusetts and that it does and will comply in all material respects with the 1940 Act.

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2.9. The Underwriter represents and warrants that the Adviser is and shall remain duly registered in all material respects under all applicable federal and state securities laws and that the Adviser shall perform its obligations for the Fund in compliance in all material respects with the laws of the Commonwealth of Massachusetts and any applicable state and federal securities laws.

2.10. The Fund and Underwriter represent and warrant that all of their directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid Bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company.

2.11. The Company and 1851 represent and warrant that all of their directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Fund are covered by a blanket fidelity bond or similar coverage for the benefit of the Fund, and that said bond is issued by a reputable bonding company, includes coverage for larceny and embezzlement, and is in an amount not less than $5 million.

2.12 The Fund represents and warrants that the Fund will continue to comply with any representations made in the Mixed and Shared Funding Exemptive Order(s).

2.13 The Parties represent that they will enter into an information sharing agreement pursuant to Rule 22c-2 of the Investment Company Act of 1940 to enable the Fund to monitor and restrict shareholders who the Fund determines to be disruptive.

ARTICLE III: Prospectuses and Proxy Statements; Voting

3.1. The Underwriter shall provide the Company and 1851 with as many printed copies of the Fund’s current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) for the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information

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in combination with other fund companies’ prospectuses and statements of additional information.

All expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Fund, including such documents required to update disclosure annually as required by the 1933 Act and/or the 1940 Act, for the existing owners of the Contracts. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts.

3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter, 1851 or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund).

3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners.

3.4. If and to the extent required by law the Company shall:

(i)	solicit voting instructions from Contract owners;
(ii)	vote the Fund shares in accordance with instructions received from Contract owners; and
(iii)	vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account,

so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies (as defined in the Mixed and Shared Funding Exemptive Order), including the Company, shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies.

3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts

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described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

ARTICLE IV: Sales Material and Information

4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or its investment adviser or the Underwriter is named, at least ten (10) Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within ten (10) Business Days after receipt of such material.

4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.

4.3. The Fund, Underwriter, or its designee shall furnish, or shall cause to be furnished, to the Company or 1851, each piece of sales literature or other promotional material in which the Company, 1851 and/or its separate account(s), is named at least ten (10) Business Days prior to its use. No such material shall be used if the Company or 1851 reasonably objects to such use within ten (10) Business Days after receipt of such material.

4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, each Account, 1851 or the Contracts other than the information or representations contained in a registration statement or Disclosure Document for the Contracts, as such registration statement or Disclosure Document may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.

4.5. The Fund will provide or make available to the Company at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials,

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and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities.

4.6. The Company will provide to the Fund at least one complete copy of all registration statements, Disclosure Documents, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, and all amendments to any of the above, that relate to or affect the Fund, the Contracts or each Account, contemporaneously with the filing of such document with the SEC or other regulatory authorities or, if a Contract and its associated Account are exempt from registration, at the time such documents are first published.

4.7. For purposes of this Article IV, the phrase “sales literature or other promotional material” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, Disclosure Documents, Statements of Additional Information, shareholder reports, and proxy materials.

ARTICLE V: Fees and Expenses

5.1. The Fund and Underwriter shall pay no fee or other compensation to the Company under this agreement. The Fund and Underwriter acknowledge that the Fund has adopted and implemented a plan pursuant to Rule 12b-1 to finance distribution expenses and under the Plan, the Underwriter shall make payments to the Company or 1851 if and in amounts agreed to by the Underwriter in writing and such payments will be made out of existing fees otherwise payable to the Underwriter, past profits of the Underwriter or other resources available to the Underwriter. No such payments shall be made directly by the Fund.

5.2. All expenses incident to performance by the Fund under this Agreement shall be paid by the Fund. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Fund, in accordance with applicable state laws prior to their sale. The Fund shall bear the expenses for the cost of registration and qualification of the Fund’s shares, preparation and filing of the Fund’s prospectus and registration statement, proxy materials and reports, setting the prospectus in type, setting in type and printing the proxy materials and reports to shareholders (including the costs of

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printing a prospectus that constitutes an annual report), the preparation of all statements and notices required by any federal or state law, and all taxes on the issuance or transfer of the Fund’s shares.

5.3. The Fund shall bear the expenses of distributing the Fund’s prospectus and reports to existing owners of Contracts issued by the Company. The Fund shall bear the costs of soliciting Fund proxies from existing Contract owners, including the costs of mailing proxy materials and tabulating proxy voting instructions, not to exceed the costs charged by any service provider engaged by the Fund for this purpose. The Fund and the Underwriter shall not be responsible for the costs of any proxy solicitations other than proxies sponsored by the Fund.

ARTICLE VI: Diversification

6.1. The Fund will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable contracts under the Code and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify Company of such breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 1.817-5.

ARTICLE VII: Potential Conflicts

7.1. The Board will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof.

7.2. The Company will report any potential or existing conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the

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Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board whenever contract owner voting instructions are disregarded or there is a material difference in voting instructions given by variable annuity contract and variable life insurance contract owners.

7.3. If it is determined by a majority of the Board, or a majority of its disinterested trustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1), withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2), establishing a new registered management investment company or managed separate account.

7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund’s election, to withdraw the affected Account’s investment in the Fund and terminate this Agreement with respect to such Account; provided, however that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six month period the Underwriter and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund.

7.5. If a material irreconcilable conflict arises because a particular state insurance regulator’s decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account’s investment in the Fund and terminate this Agreement with respect to such Account within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Underwriter and Fund shall

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continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund (subject to any other applicable terms and conditions).

7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account’s investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board.

7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

ARTICLE VIII: Indemnification

8.1. Indemnification by the Company

8.1(a). The Company agrees to indemnify and hold harmless the Fund and the Underwriter and each trustee of the Board and officers and each person, if any, who controls the Fund and the Underwriter within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of, or investment in, the Fund’s shares or the Contracts and:

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(i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statements or Disclosure Documents for the Contracts or contained in the Contracts or sales literature for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund and the Underwriter for use in any registration statement or Disclosure Document relating to the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or

(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature of the Fund not supplied by the Company, or persons under its control) or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or

(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, or sales literature of the Fund or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Company; or

(iv) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or

(v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company,

as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof.

8.1(b). The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such

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Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Fund, whichever is applicable.

8.1(c). The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

8.1(d). The Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund Shares or the Contracts or the operation of the Fund.

8.2. Indemnification by 1851

8.2(a). 1851 agrees to indemnify and hold harmless the Fund and the Underwriter and each trustee of the Board and officers and each person, if any, who controls the Fund and the Underwriter within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties’ for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of 1851) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of, or investment in, the Fund’s shares or the Contracts and:

(i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statements or Disclosure Documents for the Contracts or contained in the Contracts or sales literature for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to

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be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to 1851 by or on behalf of the Fund and the Underwriter for use in any registration statement or Disclosure Document relating to the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or

(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature of the Fund not supplied by 1851, or persons under its control) or wrongful conduct of 1851 or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or

(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, or sales literature of the Fund or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the 1851; or

(iv) arise as a result of any failure by 1851 to provide the services and furnish the materials under the terms of this Agreement; or

(v) arise out of or result from any material breach of any representation and/or warranty made by 1851 in this Agreement or arise out of or result from any other material breach of this Agreement by 1851,

as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof.

8.2(b). 1851 shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Fund, whichever is applicable.

8.2(c). 1851 shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified 1851 in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served

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upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify 1851 of any such claim shall not relieve 1851 from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, 1851 shall be entitled to participate, at its own expense, in the defense of such action. 1851 also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from 1851 to such party of 1851’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and 1851 will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

8.2(d). The Indemnified Parties will promptly notify 1851 of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund Shares or the Contracts or the operation of the Fund.

8.3. Indemnification by the Underwriter

8.3(a). The Underwriter agrees to indemnify and hold harmless the Company, 1851, the Fund and each of their directors and officers and each person, if any, who controls the Company, 1851 and the Fund within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of, or investment in, the Fund’s shares or the Contracts and:

(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter by or on behalf of the Fund, the Company or 1851 for use in the registration statement or prospectus for the Fund or the Contracts or in sales literature (or

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	any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or
(ii)	arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Fund, Adviser or Underwriter or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or
(iii)	arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement or Disclosure Document or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund; or
(iv)	arise as a result of any failure by the Underwriter to provide the services and furnish the materials under the terms of this Agreement; or
(v)	arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter;

as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof.

8.3(b). The Underwriter shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable.

8.3(c). The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified

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Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to such party of the Underwriter’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

8.3(d). The Indemnified Parties agree promptly to notify the Underwriter of the commencement of any litigation or proceedings against them or any of their officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

8.4.    Indemnification by the Fund

8.4(a). The Fund agrees to indemnify and hold harmless the Company, 1851 and the Underwriter and each of their directors and officers and each person, if any, who controls the Company, 1851 and the Underwriter within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Fund and:

(i)	arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with the diversification requirements specified in Article VI of this Agreement); or
(ii)	arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund;

as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof.

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8.4(b). The Fund shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to the Company, the Fund, the Underwriter or each Account, whichever is applicable.

8.4(c). The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve the Fund from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Fund to such party of the Fund’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

8.4(d). The Indemnified Parties agree promptly to notify the Fund of the commencement of any litigation or proceedings against it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts, with respect to the operation of either Account, or the sale or acquisition of shares of the Fund.

ARTICLE IX: Applicable Law

9.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the state of Connecticut.

9.2. This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the Securities and Exchange Commission may grant (including, but not limited to, the Mixed and Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith.

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ARTICLE X: Term

This agreement shall commence as of [x date] for an initial term of 3 years, may be automatically therafter on an annual basis and may be terminated in accordance with Section 11 below.

ARTICLE XI: Termination

11.1. This Agreement shall continue in full force and effect until the first to occur of:

(a)	termination by any party for any reason by ninety (90) days advance written notice delivered to the other parties after the initial term of three years; or
(b)	termination by the Company and 1851 by written notice to the Fund and the Underwriter with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts; or
(c)	termination by the Company and 1851 by written notice to the Fund and the Underwriter with respect to any Portfolio in the event any of the Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company; or
(d)	termination by the Company and 1851 by written notice to the Fund and the Underwriter with respect to any Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that the Fund may fail to so qualify; or
(e)	termination by the Company and 1851 by written notice to the Fund and the Underwriter with respect to any Portfolio in the event that such Portfolio fails to meet the diversification requirements specified in Article VI hereof; or
(f)	termination by either the Fund or the Underwriter by written notice to the Company and 1851, if either one or both of the Fund or the Underwriter respectively, shall determine, in their sole judgment exercised in good faith, that the Company and/or its affiliated companies has suffered a material adverse change in its business,

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	operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or
(g)	termination by the Company and 1851 by written notice to the Fund and the Underwriter, if the Company shall determine, in its sole judgment exercised in good faith, that either the Fund or the Underwriter has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or
(h)	automatic termination in the event that the Underwriter is no longer the principal underwriter and distributor of the Portfolios and no affiliate of the Underwriter has taken on such role and been assigned the Underwriter’s rights and duties hereunder.

11.2. Notwithstanding any termination of this Agreement, the Fund and the Underwriter shall at the option of the Company, continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, the owners of the Existing Contracts shall be permitted to reallocate investments in the Fund, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.2 shall not apply to any terminations under Article VII and the effect of such Article VII terminations shall be governed by Article VII of this Agreement.

11.3. The provisions of Articles II (Representations and Warranties), VIII (Indemnification), IX (Applicable Law) and XIII (Miscellaneous) shall survive termination of this Agreement. In addition, all other applicable provisions of this Agreement shall survive termination as long as shares of the Fund are held on behalf of Contract owners in accordance with section 11.2, except that the Fund and Underwriter shall have no further obligation to make Fund shares available in Contracts issued after termination.

11.4. The Company shall not redeem Fund shares attributable to the Contracts (as opposed to Fund shares attributable to the Company’s assets held in the Account) except (i) as necessary to implement Contract Owner initiated or approved transactions, or (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (hereinafter referred to as a “Legally Required Redemption”) or (iii) as permitted by an order of the SEC pursuant to Section 26(b) of the 1940 Act. Upon request, the Company will promptly furnish to the Fund and the Underwriter the opinion of counsel for the Company (which counsel shall be reasonably satisfactory to the Fund and the Underwriter) to the effect that any redemption pursuant to clause (ii) above is a Legally Required Redemption. Furthermore, except in cases where permitted under the terms of the Contracts, the Company shall not prevent Contract Owners from allocating payments to a Portfolio that was otherwise available under the Contracts without first giving the Fund or the Underwriter 90 days notice of its intention to do so.

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ARTICLE XII: Notices

Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

If to the Fund:

If to the Company:

If to the Underwriter:

If to 1851:

ARTICLE XIII: Miscellaneous

13.1 All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the Board, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund.

13.2 Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information until such time as it may come into the public domain without the express written consent of the affected party.

13.3 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

13.4 This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.

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13.5 This Agreement may be amended from time to time by mutual written consent of the Parties.

13.6 If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.

13.7 Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, FINRA and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Notwithstanding the generality of the foregoing, each party hereto further agrees to furnish the California Insurance Commissioner with any information or reports in connection with services provided under this Agreement which such Commissioner may request in order to ascertain whether the insurance operations of the Company are being conducted in a manner consistent with the California Insurance Regulations and any other applicable law or regulations.

13.8 The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.

13.9. This Agreement or any of the rights and obligations hereunder may not be assigned by any party without the prior written consent of all parties hereto; provided, however, that the Underwriter may assign this Agreement or any rights or obligations hereunder to any affiliate of or company under common control with the Underwriter, if such assignee is duly licensed and registered to perform the obligations of the Underwriter under this Agreement. The Company shall promptly notify the Fund and the Underwriter of any change in control of the Company.

13.10. Upon request, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee copies of the following reports:

(a)	the Company’s annual statement (prepared under statutory accounting principles) and annual report (prepared under generally accepted accounting principles (“GAAP”), if any), as soon as practical and in any event within 90 days after the end of each fiscal year;
(b)	the Company’s quarterly statements (statutory) (and GAAP, if any), as soon as practical and in any event within 45 days after the end of each quarterly period:

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(c)	any financial statement, proxy statement, notice or report of the Company sent to stockholders and/or policyholders, as soon as practical after the delivery thereof to stockholders;
(d)	any registration statement (without exhibits) and financial reports of the Company filed with the Securities and Exchange Commission or any state insurance regulator, as soon as practical after the filing thereof;
(e)	any other report submitted to the Company by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company, as soon as practical after the receipt thereof.

[Signature page follows.]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative.

PHOENIX LIFE INSURANCE COMPANY

By:________________________________________________

Name:______________________________________________

Its:________________________________________________

PHL VARIABLE LIFE INSURANCE COMPANY

By:________________________________________________

Name:______________________________________________

Its:________________________________________________

PHOENIX LIFE AND ANNUITY COMPANY

By:________________________________________________

Name:______________________________________________

Its:________________________________________________

1851 SECURITIES, INC.

By:________________________________________________

Name:______________________________________________

Its:________________________________________________

VIRTUS VARIABLE INSURANCE TRUST

By:________________________________________________

Name:______________________________________________

Its:________________________________________________

VP DISTRIBUTORS, INC.

By:________________________________________________

Name:______________________________________________

Its:________________________________________________

J-25

SCHEDULE A
SEPARATE ACCOUNTS AND APPLICABLE PORTFOLIOS
Name of Separate Account	Date Established by Board of
Directors
Name of Portfolios Offered

J-26

SCHEDULE B

PROXY VOTING PROCEDURE

[Fund to attach their procedures.]

J-27

EX-99.13 OTH CONTRCT

EXPENSE LIMITATION AGREEMENT

VIRTUS VARIABLE INSURANCE TRUST

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”).

WHEREAS, the Adviser renders advice and services to the Funds pursuant to the terms and provisions of one or more Investment Advisory Agreements entered into between the Registrant and the Adviser (the “Advisory Agreement”);

WHEREAS, the Adviser desires to maintain the expenses of each Fund at a level below the level to which each such Fund might otherwise be subject; and

WHEREAS, the Adviser understands and intends that the Registrant will rely on this Agreement in accruing the expenses of the Registrant for purposes of calculating net asset value and for other purposes, and expressly permits the Registrant to do so.

NOW, THEREFORE, the parties hereto agree as follows:

1.	Limit on Fund Expenses. The Adviser hereby agrees to limit each Fund’s Expenses to the respective rate of Total Fund Operating Expenses (“Expense Limit”) specified for that Fund in Appendix A of this Agreement for the time period indicated.
2.	Definition. For purposes of this Agreement, the term “Total Fund Operating Expenses” with respect to a Fund is defined to include all expenses necessary or appropriate for the operation of the Fund including the Adviser’s investment advisory or management fee under the Advisory Agreement, Rule 12b-1 fees and other expenses described in the Advisory Agreement that the Fund is responsible for and have not been assumed by the Adviser, but does not include front-end or contingent deferred loads, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, or extraordinary expenses, such as litigation or acquired fund fees and expenses.
3.	Recoupment and Recapture of Fees and Expenses. Each Fund agrees to reimburse the Adviser and/or certain of its affiliates (collectively, “Virtus”) out of assets belonging to the relevant class of the Fund for any Total Fund Operating Expenses of the relevant class of the Fund in excess of the Expense Limit paid, waived or assumed by Virtus for that Fund, provided that Virtus would not be entitled to reimbursement for any amount that would cause Total Fund Operating Expenses to exceed the Expense Limit or, if the Expense Limit has been removed, then the previous Expense Limit, at the time that the reimbursement would be

	made, and provided further that no amount would be reimbursed by the Fund more than three years after the fiscal year in which it was incurred or waived by Virtus.
4.	Term, Termination and Modification. This Agreement shall become effective on the date specified herein and shall remain in effect with respect to each Fund subject to a Contractual Expense Limitation for the time period indicated on Appendix A, unless sooner terminated as provided below in this Paragraph. Subsequent to the initial term indicated on Appendix A, the amount of the Expense Limit and term applicable to each Fund shall be as disclosed in the then current prospectus of that Fund. This Agreement shall remain in effect with respect to each Fund subject to a Voluntary Expense Limitation until such time as specified in a notice of its termination provided by one party to the other party. This Agreement also may be terminated by the Registrant on behalf of any one or more of the Funds at any time without payment of any penalty or by the Board of Trustees of the Registrant upon thirty (30) days’ written notice to the Adviser. In addition, this Agreement shall terminate with respect to a Fund upon termination of the Advisory Agreement with respect to such Fund.
5.	Subsequent Term. For the term immediately subsequent to the initial term, for a term to expire no sooner than April 30, 2014, the Adviser agrees to limit the expenses of each Fund listed on Appendix A as an “Extended Expense Limitation Fund” to the Expense Limit that is the median Expense Limit for the Fund’s asset class under the standard categories by Lipper, Inc., unless amended by the Board of Trustees.
6.	Assignment. This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.
7.	Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall otherwise be rendered invalid, the remainder of this Agreement shall not be affected thereby.
8.	Captions. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
9.	Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Massachusetts without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any Federal securities law, regulation or rule, including the Investment Company Act of 1940, as amended and the Investment Advisers Act of 1940, as amended and any rules and regulations promulgated thereunder.

2

10.

Computation. If the fiscal year-to-date Total Fund Operating Expenses of a Fund at the end of any month during which this Agreement is in effect exceed the Expense Limit for that Fund (the “Excess Amount”), the Adviser shall (at its option) waive or reduce its fee under the Advisory Agreement and/or remit to that Fund an amount that is sufficient to pay the Excess Amount computed on the last day of the month.

11.

Liability. Virtus agrees that it shall look only to the assets of the relevant class of each respective relevant Fund for performance of this Agreement and for payment of any claim Virtus may have hereunder, and neither any other series (including the other series of the Registrant) or class of the Fund, nor any of the Registrant’s trustees, officers, employees, agents or shareholders, whether past, present or future, shall be personally liable therefor.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers.

VIRTUS VARIABLE INSURANCE TRUST	VIRTUS INVESTMENT ADVISERS, INC.
By:________________________________________	By:________________________________________
[Name]	Francis G. Waltman
[Title]	Senior Vice President

3

APPENDIX A

Contractual Expense Limitations

Fund	Total Fund Operating Expense Limit	Term
Virtus Small-Cap Growth Series (formerly Phoenix Small-Cap Growth Series)	1.05%	[2 years from effectiveness]
Virtus Small-Cap Value Series (formerly Phoenix Small-Cap Value Series)	1.30%	[2 years from effectiveness]
Virtus Capital Growth Series (formerly Phoenix Capital Growth Series)	0.95%	[2 years from effectiveness]
Virtus Growth & Income Series (formerly Phoenix Growth and Income Series)	0.90%	[2 years from effectiveness]
Virtus Multi-Sector Fixed Income Series (formerly Phoenix Multi-Sector Fixed Income Series)	0.75%	[2 years from effectiveness]
Virtus Strategic Allocation Series (formerly Phoenix Strategic Allocation Series)	0.85%	[2 years from effectiveness]
Virtus International Series (formerly Phoenix-Aberdeen International Series)	1.03%	[2 years from effectiveness]
Virtus Real Estate Securities Series (formerly Phoenix-Duff & Phelps Real Estate Securities Series)	1.10%	[2 years from effectiveness]

Extended Limitation Funds

Virtus Small-Cap Growth Series (formerly Phoenix Small-Cap Growth Series)
Virtus Small-Cap Value Series (formerly Phoenix Small-Cap Value Series)
Virtus Capital Growth Series (formerly Phoenix Capital Growth Series)
Virtus Growth & Income Series (formerly Phoenix Growth and Income Series)
Virtus Multi-Sector Fixed Income Series (formerly Phoenix Multi-Sector Fixed Income Series)
Virtus Strategic Allocation Series (formerly Phoenix Strategic Allocation Series)
Virtus International Series (formerly Phoenix-Aberdeen International Series)
Virtus Real Estate Securities Series (formerly Phoenix-Duff & Phelps Real Estate Securities Series)

Voluntary Expense Limitations*

Fund	Total Fund Operating Expense Limit	Effective Date
N/A

* Voluntary expense limitations are terminable at any time upon notice.

4

EX-99.14 OTH CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Prospectus/Proxy Statement on Form N-14 of our report dated February 22, 2010, relating to the financial statements and financial highlights which appear in the December 31, 2009 Annual Report to Shareholders of Phoenix Mid-Cap Value Series and Phoenix Small-Cap Value Series, each a series of Phoenix Edge Series Fund, which are also incorporated by reference into the Prospectus/Proxy Statement. We also consent to the references to us under the headings “Independent Registered Public Accounting Firm” and “Financial Statements and Experts” in such Prospectus/Proxy Statement.

/s/ PricewaterhouseCoopers LLP

Philadelphia, PA
July 30, 2010

EX-99.16 PWR OF ATTY

THE PHOENIX EDGE SERIES FUND

POWER OF ATTORNEY

               I, a member of the Board of Trustees of The Phoenix Edge Series Fund (the “Fund”), hereby constitute and appoint Kathleen A. McGah, Philip K. Polkinghorn and Jeanie Gagnon, and each of them singly, my true and lawful attorneys and agents, with full power to them and each of them to sign, for me, and in my name and in the capacities indicated below, any and all registration statements on Form N-14 relating to the reorganization of Phoenix Equity 500 Index Series, Phoenix Comstock Series, Phoenix Multi-Sector Short Term Bond Series, Phoenix Mid Cap Growth Series and Phoenix Mid Cap Value Series, each a series of the Fund, into Phoenix Growth and Income Series, Phoenix Growth and Income Series, Phoenix Multi-Sector Fixed Income Series, Phoenix Small Cap Growth Series and Phoenix Small Cap Value Series, respectively, each a series of the Fund, and any and all amendments thereto to be filed with the Securities and Exchange Commission, pursuant to the Securities Act of 1933 and/or the Investment Company Act of 1940, hereby ratifying and confirming my signature as it may be signed by my said agents to any and all such registration statements and amendments thereto.

               Witness my hand on the 26 ^th of July, 2010.

/s/Roger A. Gelfenbien	Trustee
Roger A. Gelfenbien
/s/Eunice S. Groark	Trustee
Eunice S. Groark
/s/John R. Mallin	Trustee
John R. Mallin
/s/Hassell H. McClellan	Trustee
Hassell H. McClellan
/s/Philip R. McLoughlin	Trustee and Chairman
Philip R. McLoughlin
/s/Philip K. Polkinghorn	Trustee and President
Philip K. Polkinghorn

EX-99.17 (AS APPROP)

EXHIBIT (17)

Form of Voting Instruction Form and Proxy Card
for Phoenix Mid-Cap Value Series

VOTING INSTRUCTION FORM

Instructions to Policyholder/Contract Owner for Voting Shares of

The Phoenix Edge Series Fund

     These proposals are discussed in detail in the attached Prospectus/Proxy Statement. The Board of Trustees of The Phoenix Edge Series Fund (the “Fund”) is soliciting the enclosed proxy. As a convenience, you can now provide voting instructions in any one of four ways:

• Through the Internet, at [www.proxyweb.com];

• By telephone, with a toll-free call to the Fund’s proxy tabulator, at 1-800-690-6903;

• By mail, using this Voting Instruction Form and postage-paid envelope; or

• In person, at the Special Meeting.

     We encourage you to provide voting instructions by Internet or telephone. These voting methods will reduce the time and costs associated with this proxy solicitation. Whichever method you choose, please read the enclosed prospectus/proxy statement before you provide voting instructions. If you provide voting instructions via web or telephone, you need not return the instruction form by mail.

     PLEASE RESPOND - IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT YOU PROVIDE VOTING INSTRUCTIONS PROMPTLY. YOUR INSTRUCTIONS ARE IMPORTANT.

     The undersigned, being the owner of a variable life insurance policy (“Policyholder”) or variable annuity contract (“Contract Owner”) issued by Phoenix Life Insurance Company or one of its subsidiaries (together, “Phoenix”), hereby instructs Phoenix to cause the shares of the Phoenix Mid-Cap Value Series, a series of the Fund, allocable to Policyholder’s or Contract Owner’s account identified on this Voting Instruction Form, to be voted at the Special Meeting of Shareholders of the Fund to be held at 10:00 a.m. Eastern time on October 29, 2010 at One American Row, Hartford, Connecticut 06102 and at any and all adjournments or postponements thereof, in the manner directed on the reverse with respect to the matters described in the notice and enclosed Prospectus/Proxy Statement for said meeting which have been received by the undersigned.

     The voting instruction will be voted as marked. IF NOT MARKED, THIS VOTING INSTRUCTION WILL BE VOTED “FOR” THE PROPOSAL. If you do not provide voting instructions or this Voting Instruction Form is not returned properly executed, your votes will be cast by Phoenix on behalf of the pertinent separate account in the same proportion as it votes shares held by that separate account for which it has received instructions.

     THE PROXY FOR WHICH VOTING INSTRUCTIONS ARE BEING REQUESTED IS BEING SOLICITED BY THE BOARD OF TRUSTEES OF THE FUND WHO RECOMMENDS YOU PROVIDE VOTING INSTRUCTIONS “FOR” EACH OF THE PROPOSALS.

Please fill in box(es) as shown using black or blue ink or No. 2 pencil. PLEASE DO NOT USE FINE POINT PENS. [x]

NAME OF SERIES:  Phoenix Mid-Cap Value Series

	FOR	AGAINST	ABSTAIN
Proposal 1: REORGANIZATION OF FUND TO CONSIDER THE APPROVAL OF THE MERGER OF THE PHOENIX MID-CAP VALUE SERIES INTO THE PHOENIX SMALL-CAP VALUE SERIES	[   ]	[   ]	[   ]
Proposal 2: TO CONSIDER AND ACT UPON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF.	[   ]	[   ]	[   ]

PLEASE MARK, SIGN, DATE AND RETURN THE VOTING INSTRUCTION FORM PROMPTLY USING THE ENCLOSED ENVELOPE.

Signature of Participant      Date Signature of Joint Owner(s)      Date

PLEASE DATE AND SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED IN MORE THAN ONE NAME, ALL PARTICIPANTS SHOULD SIGN THIS VOTING INSTRUCTION; BUT IF ONE PARTICIPANT SIGNS, THIS SIGNATURE BINDS THE OTHER PARTICIPANT(S). WHEN SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.

THE PHOENIX EDGE SERIES FUND

     The proposal is discussed in detail in the attached Prospectus/Proxy Statement. The Board of Trustees of The Phoenix Edge Series Fund (the “Fund”) is soliciting the enclosed proxy. As a convenience, you can now vote in any one of four ways:

• Through the Internet, at [www.proxyweb.com];

• By telephone, with a toll-free call to the Fund’s proxy tabulator, at 1-888-690-6903;

• By mail, using this Card and postage-paid envelope; or

• In person, at the Special Meeting.

     We encourage you to vote by Internet or telephone, using the control number that appears at left. These voting methods will reduce the time and costs associated with this proxy solicitation. Whichever method you choose, please read the enclosed prospectus/proxy statement before you vote.

     PLEASE RESPOND - IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT YOU VOTE PROMPTLY. YOUR VOTE IS IMPORTANT.

     The undersigned shareholder of Phoenix Mid-Cap Value Series, a series of the Fund, hereby appoints Kathleen A. McGah, Philip K. Polkinghorn and Jeanie Gagnon and any and each of them, proxies of the undersigned, with power of substitution to each, for and in the name of the undersigned to vote and act upon all matters (unless and except as expressly limited below) at the Special Meeting of Shareholders of the Fund to be held at 10:00 a.m. Eastern time on October 29, 2010 at One American Row, Hartford, Connecticut, 06102, notice of which meeting and the Prospectus/Proxy Statement enclosed with the same have been received by the undersigned, or at any and all adjournments or postponements thereof, with respect to all shares of the Fund for which the undersigned is entitled to vote or with respect to which the undersigned would be entitled to vote or act, with all the powers the undersigned would possess if personally present voting with respect to the specific matters set forth on the reverse. Any proxies heretofore given by the undersigned with respect to said meeting are hereby revoked.

     THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES OF THE FUND WHO RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS.

     SPECIFY DESIRED ACTION BY CHECK MARK IN THE APPROPRIATE SPACE. IN THE ABSENCE OF SUCH SPECIFICATION, THE PERSONS NAMED AS PROXIES HAVE DISCRETIONARY AUTHORITY, WHICH THEY INTEND TO EXERCISE BY VOTING SHARES REPRESENTED BY THIS PROXY IN FAVOR OF EACH OF THE PROPOSALS.

Please fill in box(es) as shown using black or blue ink or No. 2 pencil. PLEASE DO NOT USE FINE POINT PENS. [x]

NAME OF SERIES: Phoenix Mid-Cap Value Series

	FOR	AGAINST	ABSTAIN
Proposal 1: REORGANIZATION OF FUND TO CONSIDER THE APPROVAL OF THE MERGER OF THE PHOENIX MID-CAP VALUE SERIES INTO THE PHOENIX SMALL-CAP VALUE SERIES	[   ]	[   ]	[   ]
Proposal 2: TO CONSIDER AND ACT UPON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF.	[   ]	[   ]	[   ]

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

Signature of Participant      Date Signature of Joint Owner(s)      Date

PLEASE DATE AND SIGN EXACTLY AS YOUR NAME APPEARS HEREON. CORPORATE PROXIES SHOULD BE SIGNED BY AN AUTHORIZED OFFICER.

COVER

Sullivan & Worcester LLP	T 202 775 1200
1666 K Street, NW	F 202 293 2275
Washington, DC 20006	www.sandw.com

                               August 2, 2010

VIA EDGAR

EDGAR Operations Branch
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

The Phoenix Edge Series Fund
(Phoenix Small-Cap Value Series)
-Registration Statement on Form N-14
CIK 0000792359

Ladies and Gentlemen:

     Pursuant to the Securities Act of 1933, as amended, and the General Rules and Regulations thereunder, enclosed for filing electronically is the Registration Statement on Form N-14 of The Phoenix Edge Series Fund (the “Fund”). This filing relates to the acquisition of the assets of Phoenix Mid-Cap Value Series, a series of the Fund, by and in exchange for shares of Phoenix Small-Cap Value Series, a series of the Fund.

     Any questions or comments with respect to this filing may be directed to the undersigned at (202) 775-1227.

Very truly yours,

/s/ Arie Heijkoop, Jr.
—————————
Arie Heijkoop, Jr.

Enclosures

cc:	Kathleen A. McGah, Esq.
	Kevin J. Carr, Esq.
	Robert N. Hickey, Esq.