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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
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Virtus Variable Insurance Trust
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[MISSING IMAGE: lg_virtus.jpg]
​​Virtus Variable Insurance Trust
100 Pearl Street
Hartford, CT 06103		​​​​
January 26, 2015VIRTUS VARIABLE INSURANCE TRUST
100 Pearl Street
Hartford, CT 06103
September 28, 2015​
Dear Contract Owner:
You are an owner of a variable annuity contract or variable life insurance policy (each one a “Contract” and together “Contracts”) issued by a separate account (each one a “Separate Account” and together “Separate Accounts”) of Phoenix Life Insurance Company, PHL Variable Insurance Company, Phoenix Life and Annuity Company, Jefferson National Life Insurance Company, Jefferson National Life Insurance Companyone of New York, Security Benefit Life Insurance Company, First Security Benefit Life Insurance Company, Symetra Life Insurance Company or The Guardian Insurance & Annuity Company, Inc.a number of participating insurance companies (each an “Insurance Company” and, collectively, the “Insurance Companies”). Shares of one or more series of Virtus Variable Insurance Trust (the “Trust”) have been purchased at your direction by an Insurance Company through one or more of the Separate Accounts to support contract values or fund benefits payable under your Contract. The Insurance Company (through its Separate Accounts through which your Contract was issued) is the record owner of shares of the series held in connection with your Contract.Contract, including shares of Virtus International Series (the “Series”).
As record owner of the Series’ shares, the Insurance Companies have been asked by the Trust’s Board of Trustees to approve these proposals.a proposal for Virtus Investment Advisers, Inc. to enter into a subadvisory agreement on behalf of the Series with Euclid Advisors LLC. In this regard, and as is more fully explained in the attached proxy statement, the Trust is holding a meeting of its shareholders to consider approval of each of the proposals.proposal. As you may know, your Contract gives you the right to instruct the Insurance Company on how to vote the shares of each of the Series that are attributable to your Contract at any meeting of the Series’ 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 the Series. After you have given us instructions, you have the right to revoke those instructions prior to or at the meeting of shareholders.
I encourage you to take the time to read the enclosed proxy statement and cast your ballot for a special February 20, 2015 meeting of shareholders of the Virtus Capital Growth Series Virtus Growth & Income Series, Virtus International Series, Virtus Multi-Sector Fixed Income Series, Virtus Premium AlphaSector® Series, Virtus Real Estate Securities Series, Virtus Small-Cap Growth Series, Virtus Small-Cap Value Series and Virtus Strategic Allocation Series (individually and collectively, the “Series”) of the Trust.to be held on October 28, 2015. Your vote is vital to the outcome of the proposalsproposal that areis being presented by the Board of Trustees of the Trust.
The first proposal being presented to the shareholders of the Trust is the election of seven Trustees to serve on the Board of Trustees. Shareholders are also being asked to approve a proposal to permit Virtus Investment Advisers, Inc., as the Series’ investment adviser, to hire and replace subadvisers or to modify subadvisory agreements without shareholder approval. Neither of the proposals is contingent on shareholder approval of the other proposal.
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Proposal details are included in the enclosed Proxy Statement, which also provides answers to questions about eachthe proposal, the voting process and the shareholder meeting.
The Board of Trustees of the Trust has carefully assessed these proposals,the proposal, and unanimously recommends that shareholders vote FOR the proposals.proposal. To confirm the Board of Trustees’ recommendations, please vote FOR each of the proposalsproposal on the enclosed voting instruction form.
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Your vote is important. Please take a moment after reviewing the enclosed materials 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 have any questions, please call (800) 367-5877 between 8:30 a.m. and 6:00 p.m. Eastern time, Monday through Thursday, Friday until 5:00 p.m. Thank you for your continued investment in Virtus Variable Insurance Trust.
Sincerely,
[MISSING IMAGE: sg_georger-aylward.jpg][MISSING IMAGE: sg_george-aylward.jpg]
 
George R. Aylward
President
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VIRTUS INTERNATIONAL SERIES
A SERIES OF VIRTUS VARIABLE INSURANCE TRUST
100 Pearl Street
Hartford, CT 06103
Notice of Special Meeting of ShareholdersNOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on February 20,October 28, 2015
To owners of variable annuity contracts or variable life insurance policies (each one a “Contract” and together, “Contracts”) issued by Phoenix Life Insurance Company, PHL Variable Insurance Company, Phoenix Life and Annuity Company, Jefferson National Life Insurance Company, Jefferson National Life Insurance Company of New York, Security Benefit Life Insurance Company, First Security Benefit Life Insurance Company, Symetra Life Insurance Company or The Guardian Insurance & Annuity Company, Inc.participating insurance companies (each an “Insurance Company” and, collectively, the “Insurance Companies”) entitled to give voting instructions in connection with a separate account of an Insurance Company.
NOTICE IS HEREBY GIVEN THAT a special meeting of the Shareholders of the Virtus Capital Growth Series, Virtus Growth & Income Series, Virtus International Series Virtus Multi-Sector Fixed Income Series, Virtus Premium AlphaSector® Series, Virtus Real Estate Securities Series, Virtus Small-Cap Growth Series, Virtus Small-Cap Value Series and Virtus Strategic Allocation Series (individually and collectively, the(the “Series”) of Virtus Variable Insurance Trust (the “Trust”), a Delaware statutory trust, will be held at the offices of Virtus Investment Partners, Inc., 100 Pearl Street, Hartford, Connecticut 06103, on February 20,October 28, 2015 at 10:00 a.m.2 p.m. Eastern Time and any adjournments thereof  (the “Meeting”) for the following purposes:purpose:
1.
To elect seven Trustees to serve on the Board of Trustees (Proposal 1). Shareholders of all of the Series will vote on this proposal together.approve a Subadvisory Agreement between Virtus Investment Advisers, Inc. and Euclid Advisors LLC.
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2.
To approve a proposal to permit Virtus Investment Advisers, Inc., as the Series’ investment adviser, to hire and replace subadvisers or to modify subadvisory agreements without shareholder approval (Proposal 2). Shareholders of all of the Series will vote on this proposal separately as to their respective Series.
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Anytransact any other business as may properly come before the Meeting or any adjournment(s) thereof.
Neither of the proposals is contingent on shareholder approval of the other proposal. ​
The Trust’s Board of Trustees recommends that shareholders of the Series vote to approve each of the proposals.proposal.
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Certain separate accounts (each one a “Separate Account” and together “Separate Accounts”) of the Insurance Companies supporting Contracts issued by the Insurance Companies are the only shareholders of the Series. However, each Insurance Company hereby solicits, and agrees to vote the shares of the Series at the Meeting in accordance with, timely instructions received from Contract Owners having contract values allocated to a Separate Account invested in such shares. Each Insurance Company will vote all of its shares of the Series 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. This may result in a relatively small number of Contract Owners determining the vote with respect to athe proposal.
The Board of Trustees has fixed the close of business on January 5,September 8, 2015 as the Record Date for determination of shareholders entitled to notice of and to vote at the Meeting. As a Contract Owner of record at the close of business on the Record Date, you have the right to instruct the Insurance Company as to the manner in which shares of the Series attributable to your Contract should be voted. To assist you in giving your instructions, a voting instruction form is enclosed. In addition, a Proxy Statement is attached to this Notice and describes the matters to be voted upon at the Meeting or any adjournment(s) thereof.
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By order of the Board of Trustees
Jennifer S. Fromm
Secretary
Virtus Variable Insurance Trust
January 26,September 22, 2015
Shareholders who do not expect to attend the special meeting are requested to vote by telephone or by the internet, or complete, sign, date and return the accompanying voting instruction form in the enclosed envelope, which needs no postage if mailed in the United States. 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. After you have given us instructions, you have the right to revoke those instructions prior to or at the meeting of shareholders.
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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.
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Individual Accounts: Sign your name exactly as it appears in the registration on the voting instruction form.
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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.
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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:
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Registration​​Valid Signature​
Corporate Accounts​​
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(1)
ABC Corp.
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​​ABC Corp.​
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ABC Corp.
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​​John Doe, Treasurer​
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ABC Corp. c/o John Doe, Treasurer
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​​John Doe​
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ABC Corp. Profit Sharing Plan
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​​John Doe, Trustee​
Trust Accounts​​
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(1)
ABC Trust
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​​Jane B. Doe, Trustee​
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Jane B. Doe, Trustee u/t/d 12/28/78
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​​Jane B. Doe​
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(1)

John B. Smith, Cust. f/b/o
John B. Smith, Jr. UGMA
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​​John B. Smith​
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Estate of John B. Smith
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​​John B. Smith, Jr.,
Executor		​
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Virtus Variable Insurance TrustVIRTUS INTERNATIONAL SERIES
A SERIES OF VIRTUS VARIABLE INSURANCE TRUST
100 Pearl Street
Hartford, CT 06103
(800) 367-5877
Special Meeting of Shareholders
SPECIAL MEETING OF SHAREHOLDERS
To be held on February 20,October 28, 2015
PROXY STATEMENT
This Proxy Statement (the “Proxy Statement”) is being furnished on behalf of the Board of Trustees (the “Board” or “Trustees”) of Virtus Variable Insurance Trust (the “Trust”) by Phoenix Life Insurance Company, PHL Variable Insurance Company, Phoenix Life and Annuity Company, Jefferson National Life Insurance Company, Jefferson National Life Insurance Company of New York, Security Benefit Life Insurance Company, First Security Benefit Life Insurance Company, Symetra Life Insurance Company or The Guardian Insurance & Annuity Company, Inc.the participating insurance companies (each an “Insurance Company” and, collectively, the “Insurance Companies”) to owners (each one a “Contract Owner” and together, “Contract Owners”) of certain variable annuity contracts and variable life insurance policies (each one a “Contract” and together “Contracts”) issued by the Insurance Companies and having contract values on the record date allocated to separate accounts (each one a “Separate Account” and together the “Separate Accounts”) of the Insurance Companies invested in shares of Virtus Capital Growth Series, Virtus Growth & Income Series, Virtus International Series Virtus Multi-Sector Fixed Income Series, Virtus Premium AlphaSector® Series, Virtus Real Estate Securities Series, Virtus Small-Cap Growth Series, Virtus Small-Cap Value Series and Virtus Strategic Allocation Series (individually and collectively, the(the “Series”), each an investment portfolio of the Trust.
As a Contract Owner, your Contract gives you the right to instruct the Insurance Company on how to vote the shares of each of the Series that are attributable to your Contract at the Meeting. Although you are not directly a shareholder of a Series, you have this right because some or all of your Contract value is invested, as provided by your Contract, in one or morethe Series. For simplicity, in this Proxy Statement:
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“Record Holder” of the Series refers to each Insurance Company which holds Series’ shares of record;
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“shares” refers generally to your shares of beneficial interest in the Series; and
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“shareholder” or “Contract Owner” refers to you.
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This Proxy Statement is being furnished in connection with the solicitation of voting instructions from Contract Owners for use at a special meeting of shareholders of the Trust and each of the Trust’s Series (the “Meeting”). The Meeting is to be held on February 20,October 28, 2015 at 10:00 a.m.2 p.m. Eastern time, at the offices of Virtus Investment Partners, Inc. at 100 Pearl Street, Hartford, Connecticut 06103, for the purposespurpose set forth below and in the accompanying Notice of Special Meeting. This Proxy Statement and its enclosures are
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being mailed to shareholders of the Series beginning on or about January 26,September 28, 2015, or as soon as practicable thereafter. Shareholders of record at the close of business on January 5,September 8, 2015 (the “Record Date”) are entitled to vote on the proposals, as set forth below.
At the Meeting, shareholders will be asked:
1.
To elect seven Trustees to serve on the Board of Trustees (Proposal 1). Shareholders of all of the Series will vote on this proposal together.approve a Subadvisory Agreement between Virtus Investment Advisers, Inc. and Euclid Advisors LLC.
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To approve a proposal to permit Virtus Investment Advisers, Inc., as the Series’ investment adviser, to hire and replace subadvisers or to modify subadvisory agreements without shareholder approval (Proposal 2). Shareholders of all of the Series will vote on this proposal separately as to their respective Series.
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Anytransact any other business as may properly come before the Meeting or any adjournment(s) thereof.
Neither of the proposals is contingent on shareholder approval of the other proposal.​
Certain Insurance Company Separate Accounts are the only holders of shares of the Series. However, each Insurance Company has agreed to vote the shares of the Series at the Meeting in accordance with the timely instructions received from the owners of Contracts issued by such Insurance Company having contract values allocated to its Separate Accounts and invested in such Series shares on the record date. Each Insurance Company will vote all of its shares of the Series held by a Separate Account in the same proportion (for, against or abstain) as those shares of the Separate Account for which the Insurance Company receives timely instructions from persons entitled to give voting instructions.
The Trust is registered with the Securities and Exchange Commission (the “Commission” or “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). It was formed on February 18, 1986 as a Massachusetts business trust and commenced operations on December 5, 1986, and was reorganized as a Delaware statutory trust on February 14, 2011. The Trust
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currently issues nine series of shares, each series representing a fractional undivided interest in a particular investment portfolio and having a different investment objective and different investment policies. The proposalsproposal in this Proxy Statement applyapplies to shareholders of eachVirtus International Series.
Virtus Investment Advisers, Inc. (“VIA” or the “Adviser”) currently serves as the investment adviser to eachthe Series. VIA is a wholly-owned subsidiary of Virtus Partners, Inc., which is a wholly-owned subsidiary of Virtus Investment Partners, Inc. (“Virtus”). VP Distributors, LLC (“VPD”), another wholly-owned indirect subsidiary of Virtus, serves as principal underwriter of shares of the Series. Virtus Fund Services, LLC (“Virtus Fund Services”), another wholly-owned indirect subsidiary of Virtus, serves as the administrative agent for the Trust. The principal office of each of these entities is located at 100 Pearl Street, Hartford, Connecticut 06103.
A copy of the Series’ most recent annual and/or semi-annual reports is available free of charge via the Internet at www.virtus.com or by calling 800-367-5877. A copy of this proxy statement is also available via the Internet at the Internet address provided on the proxyvoting instruction card.
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General Voting Information
This Proxy Statement is being furnished to Contract Owners on behalf of the Board in connection with the solicitation by the Trust of voting instructions from Contract Owners indirectly invested in the Series in connection with a meeting of the Series’ shareholders to be held on February 20,October 28, 2015. The Board has called the Meeting to consider the mattersmatter indicated on the cover page of this Proxy Statement. The Separate Accounts are the only holders of Series shares. Each Insurance Company will vote the Series shares at the Meeting in accordance with the instructions timely received from persons entitled to give voting instructions under Contracts funded through the Separate Account. Contract Owners have the right to instruct the Insurance Companies as to the number of shares (and fractional shares) that have an aggregate value on the record date equal to the contract value on the record date under that Contract allocated to the subaccount of each Separate Account holding the shares of the Series. Each Insurance Company will vote all of the shares of the Series 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. In other words, the Insurance Companies will vote shares attributable to Contracts as to which no voting instructions are received in the same proportion as those for which instructions are received. This may result in a relatively small number of Contract Owners determining the vote with respect to a proposal.
If a properly executed voting instruction form is received that does not specify a choice, the Insurance Company will consider its timely receipt as an
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instruction to vote in favor of the relevant proposal. In certain circumstances, an Insurance Company has the right to disregard voting instructions from certain Contract Owners. The Trust does not believe that these circumstances exist with respect to matters currently before Series shareholders.
Contract Owners may revoke previously submitted voting instructions given to an Insurance Company at any time prior to the Meeting by mailing a notice of revocation to the Secretary at the principal office of the Trust, by executing a superseding voting instructions form by mail, 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. For any Contract Owner who desires to execute a superseding voting instructions form by mail, the Secretary of the Trust will send the Contract Owner a new voting instruction form, upon request.
The Board has fixed January 5,September 8, 2015 as the record date for the determination of shareholders entitled to notice of and to vote at the
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Meeting. As of the record date, the following shares and classes of eachthe Series were outstanding and entitled to vote: Class A — 14,742,963.589 and Class I — 5,974.463.
Series​​Class A Shares​​Class I Shares​
Virtus Capital Growth Series​​​​9,512,837.055​​​N/A​
Virtus Growth & Income Series​​​​8,211,635.687​​​N/A​
Virtus International Series​​​​15,669,022.435​​​​​5,850.646​​
Virtus Multi-Sector Fixed Income Series​​​​16,722,921.049​​​​​24,127.902​​
Virtus Premium AlphaSector® Series​​​​2,915,551.434​​​​​22,056.082​​
Virtus Real Estate Securities Series​​​​3,887,782.945​​​​​4,975.147​​
Virtus Small-Cap Growth Series​​​​3,056,322.467​​​​​13,226.089​​
Virtus Small-Cap Value Series​​​​6,627,127.629​​​N/A​
Virtus Strategic Allocation Series​​​​9,026,833.527​​​N/A​
The Trustees and current executive officers of the Trust beneficially own, directly or indirectly, less than 1% of the shares of any Series. To the best knowledge of the Trust and the Board, there are no Contract Owners, as of the record date, who have the right to instruct an Insurance Company as to 5% or more of the Series’ shares.
To be counted, the Insurance Companies must receive a Contract Owner’s voting instructions either by telephone or through the internet or via a properly executed voting instruction form mailed to the Proxy Tabulator, Computershare, by 5:00 p.m. Eastern time on February 19,October 27, 2015 or by attendance at the Meeting.
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Each share of beneficial interest of the Series is entitled to one vote. Fractional shares are entitled to a proportionate fractional vote, which will be counted. A Contract Owner has the right to instruct the Insurance Company on how to vote the shares of each of the Series that are attributable to his or her Contract at the Meeting as to each proposal. The presence in person or by proxy of thirty-three and one-third percent (33 1/3%1∕3%) of the outstanding shares of the Series entitled to vote will constitute a quorum for the transaction of business at the Meeting. All Nominees under Proposal 1 receiving a pluralityApproval of the votes cast will be elected as Trustees of the Trust. Approval of Proposal 2 with respect to each Seriesproposal requires approval by a majority of the outstanding shares of the Series at the close of business on the record date. Approval by a majority of the Series’ outstanding shares is defined by the 1940 Act, as the lesser of  (i) 67% or more of the voting securities of the Series present in person or by proxy at the Meeting, if the holders of more than 50% of the outstanding voting securities of the Series are present in person or by proxy at the Meeting or (ii) more than 50% of the outstanding voting securities of the Series. Because “affirmative” votes are necessary to approve eachthe proposal, a voting instruction to “abstain” on a proposal has the same effect as an instruction to vote “against” the proposal. There are expected to be no broker non-votes for the proposal since the Insurance Companies know the identity of the Contract Owners.Owners and each Insurance Company will vote all of its shares of the Series 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. Record Holders present at the Meeting may adjourn the meeting for various reasons including the following: (1) insufficient votes are cast in favor of a proposal to approve the proposal, or (2) the Insurance Companies receive voting instructions from so few Contract Owners that they cannot in good faith vote shares for which instructions are not received in proportion to those for which instructions are received. Neither the
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Commission nor Virtus requires any specific minimum percentage of Contract Owners to vote in order for an Insurance Company to vote shares for which voting instructions are not received. Virtus seeks to obtain a reasonable level of turnout given the particular circumstances, which circumstances may include the proportion of voting instructions actually received voting “for” the proposal. Adjourned meetings may be held within a reasonable timesixty (60) days after the date originally set for the Meeting without further notice to shareholders or Contract Owners.Owners, unless a new record date is set for the determination of shareholders entitled to notice of and to vote at the Meeting. Persons named as proxies may propose adjournment of the Meeting in order to solicit additional votes for any of the proposals to be voted on at the Meeting, and adjournment of the Meeting requires a simple majority of the votes cast. Therefore, the Insurance Companies will vote: (1) shares represented by instructions to vote in favor of the proposal, in favor of adjournment, (2) shares represented by instructions to vote against the proposal, against an adjournment, and
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(3) remaining shares, in favor or against adjournment in proportion to the shares voted pursuant to instructions. Neither of the proposals is contingent on shareholder approval of the other proposal.
The TrustSeries will bear all of the expenses of soliciting voting instructions. The solicitation of instructions will be made primarily by mail but may include telephone, electronic or oral communications by employees of Virtus or its affiliates. This Proxy Statement and voting instruction form(s) were first mailed to Contract Owners on or about January 26,September 28, 2015.
BOARD OF TRUSTEES RECOMMENDATION
The Board of Trustees met on November 17, 2014September 3, 2015 to discuss the proposalsproposal contained in this Proxy Statement. The Board, including those Trustees who are not considered to be “interested persons” (as defined in the 1940 Act), voted unanimously to approve the proposals. proposal. The Board recommends that you vote “FOR” each of the proposalsproposal contained in this Proxy Statement.
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PROPOSAL 1: TO ELECT SEVEN TRUSTEES
TOAPPROVAL OF THE BOARD OF TRUSTEESSUBADVISORY AGREEMENT
WITH EUCLID ADVISORS LLC
It is proposed thatI.
Introduction
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Virtus Investment Advisers, Inc. (the “Adviser” or “VIA”) serves as investment adviser to the seven nominees described herein (the “Nominees”), six of whom currently serve as Trustees ofSeries, pursuant to an investment advisory agreement between VIA and the Trust be electedwith respect to the Series, as last amended on January 1, 2014. The Board, at the Meeting. The seven Nominees would constitute the Trust’s entire Board, and would serve until their successors have been duly elected and qualified or until their earlier death, resignation, retirement or removal. The Trust’s Agreement and Declaration of Trust (“Declaration of Trust”) does not require the annual election of Trustees. Further, the Declaration of Trust provides that any vacancy resulting from any reason, including the resignation of a Trustee, may be filled by a majority of the remaining Trustees provided that immediately after filling any such vacancy at least two-thirds of the Trustees holding office have been elected to such office by the shareholders at a meeting called for the purpose. Biographical information regarding each of the nominees is provided below.
The role of the Trust’s Board is to provide general oversight of the Trust’s business, and to ensure that the Trust is operated for the benefit of shareholders. The Trustees meet at least quarterly and review the Series’ performance and oversee the services provided to the Trust by the investment adviser, subadvisers and the Trust’s other service providers. During the fiscal year ended December 31, 2014, the Board met four times in regularly scheduled meetings and three times in special meetings, with all Trustees attending at least 75 percent of the meetings.
There are a number of legal and regulatory requirements applicable to the composition of the Trust’s Board. In addition to the requirements of the governing documents of the Trust discussed above, the 1940 Act permits the existing members of a mutual fund’s board of directors/trustees to appoint new members in certain circumstances. Mutual funds are required to call a shareholder meeting to elect board members if at any time less than a majority of the members holding office have been elected by shareholders. The 1940 Act also requires that at least a majority of a mutual fund’s board be comprised of directors/trustees who are not considered to be “interested persons” (as defined in the 1940 Act) of a fund or its adviser, subadviser(the “Independent Trustees”), last renewed the investment advisory agreement (the “Advisory Agreement”) between VIA and underwriter, or their controlling companies, in order to meet certain “fund governance standards” under the 1940 Act. These non-interested trustees are referred to herein as “Independent Trustees.” Six of the Nominees will be considered non-interestedTrust with respect to the Trust’s Adviser, subadvisers and underwriter, or any of their affiliates; Mr. Aylward is an “interested person” as defined in the 1940 Act, by reason of his position as President and Chief Executive Officer of Virtus and his positions with various Virtus affiliates including the Adviser.
At theSeries at a meeting held on November 17, 2014,17-18, 2014. Aberdeen Asset Management, Inc. (“Aberdeen”) was appointed as investment subadviser to the GovernanceSeries, pursuant to a subadvisory agreement dated November 5, 2010, between VIA and Nominating CommitteeAberdeen (the “Previous Subadvisory Agreement”).
In the role of Adviser to the Series, VIA is responsible for, among other activities, (i) setting the Series’ overall investment strategies and monitoring and evaluating investment programs and results, including performance; (ii) reviewing the Series’ compliance with investment objectives, policies, restrictions; (iii) assisting with liquidity determinations and valuation of securities; and (iv) recommending to the Board whether subadvisory agreements should be renewed, modified, or terminated. With respect to its investment performance, the Adviser noted that the Series has underperformed its benchmark and peer group for an extended period and has been unable to explain the underperformance. The Adviser also noted concerns about the potentially diminished significance of the Series’ mandate to Aberdeen, noting that it advises and distributes similar products to the Series, which could affect the long-term viability of the Series. As a result, the Adviser recommended to the Board of Trustees of the Trust that the Series would benefit from replacement of Aberdeen with Euclid Advisors LLC (the “Subadviser” or “Euclid”).
At a meeting of the Board of Trustees of the Trust held on September 3, 2015, the Trustees (including the Independent Trustees) approved and recommended for shareholder approval an investment subadvisory agreement between VIA and the Subadviser, with respect to the Series attached hereto as Exhibit A (the “Subadvisory Agreement”). In connection with the recommendation to appoint the Subadviser pursuant to the Subadvisory Agreement, the Board of Trustees also determined to recommendterminate the Previous Subadvisory Agreement. If approved by the shareholders, the Subadvisory Agreement will become effective on November 1, 2015, and Aberdeen will be terminated as of November 1, 2015. As discussed below, the Subadvisory Agreement is similar to the full
 - 10 - 6
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BoardPrevious Subadvisory Agreement, except for the Nominees described below for election or re-election, as applicable, tosubadviser, subadvisory fee, the Board. Acting on that recommendation, the Board approved those nominationseffective date and called a meeting of shareholders to allow shareholdersterm of the Trust to vote onAgreement, and certain other immaterial exceptions. As with the election or re-election, as applicable, ofPrevious Subadvisory Agreement, the Nominees. If elected, any newly elected Trustees will join the Trust’s Board on or about February 23, 2014.
With regard to the current Trustees, Messrs. Gelfenbien, Mallin, McClellan and McLoughlin have previously been elected as such by shareholders and are being proposed for re-election. Messrs. Aylward and Brown were appointed to the Board by the then-existing Trustees of the Board. Ms. McNamara, whoSeries does not currently serve as a Trustee, is also a Nominee. She currently serves as a trustee for a number of other funds withinpay the Virtus Funds complex.
subadvisory fee under the Subadvisory Agreement. The persons named inAdvisory Agreement between the enclosed proxy intend, unless authority is withheld, to vote for the election as Trustees of the Nominees named below. The Board recommends that the shareholders elect the persons whom they have nominated for election.
Each of the Nominees has agreed to serve, or continue to serve, as a Trustee if elected. If, at the time of the Meeting, any Nominee should be unavailable for election (which is not presently anticipated), the persons named as proxies may vote for other persons in their discretion. Trustees will hold office until the earlier of their death, resignation, removal or retirement, or the next meeting of shareholders at which Trustees are electedTrust and the selection and qualification of their successors.
The following table sets forth the names, ages, principal occupations and other informationVIA relating to the Nominees. UnlessSeries remains in effect and the fees payable to the Adviser by the Series under the Advisory Agreement will not change.
If the Subadvisory Agreement is approved, the Subadviser will take over management of the Series’ assets using the Subadviser’s International Equity Strategy. Under the Subadviser’s International Equity Strategy, assets are invested in a portfolio of international stocks using an investment process that is driven by bottom-up fundamental research and informed by macro views. The strategy is benchmarked to the MSCI EAFE® Index (net) and invests primarily in 30-40 mid- to large-cap stocks. The portfolio may invest in securities of companies located in countries with emerging securities markets. More information about the Subadviser’s investment strategy, including a comparison to the strategy used by Aberdeen, is provided below.
II.
The Previous and New Subadvisory Agreements
​
The Previous Subadvisory Agreement
The Previous Subadvisory Agreement provided that it would remain in effect until December 31, 2011, and would continue in full force and effect for successive periods of one year thereafter only so long as the Board of Trustees, including a majority of the Disinterested Trustees, specifically approved its continuance at least annually. The most recent such approval was in November of 2014. The Previous Subadvisory Agreement would be subject to termination by VIA or Aberdeen upon 30 days’ written notice and would terminate automatically in the event of its assignment.
The Previous Subadvisory Agreement obligated Aberdeen to: (i) make investment decisions on behalf of the Series; (ii) place all orders for the purchase and sale of investments for the Series with brokers or dealers selected by Aberdeen; (iii) vote all proxies for portfolio securities in accordance with policies and procedures adopted by the Series; and (iv) perform certain limited related administrative functions in connection therewith.
The Previous Subadvisory Agreement also generally provided that, absent willful misconduct, bad faith or gross negligence on the part of Aberdeen, Aberdeen would not be liable for any act or omission in the course of, or connected with, rendering services under the Previous Subadvisory Agreement.
7
​
Under the Previous Subadvisory Agreement, the Adviser paid a subadvisory fee to Aberdeen, consisting of a monthly fee computed at the annual rate of 0.25% of the Series’ average daily net assets. In computing the fee to be paid to Aberdeen, the net asset value of the Series is calculated as set forth in the then current registration statement of the Series. For the fiscal year ended December 31, 2014, the Adviser paid Aberdeen $753,799 in aggregate subadvisory fees.
The New Subadvisory Agreement
The terms of the new Subadvisory Agreement and the Subadviser’s obligations thereunder are substantially similar to the Previous Subadvisory Agreement, except for the subadviser, the subadvisory fee, the effective date and term of the Agreement, and certain other exceptions. The Subadvisory Agreement provides that it will remain in effect until December 31, 2016, and thereafter for successive periods of one year only so long as the Board of Trustees, including a majority of the Disinterested Trustees, specifically approves its continuance at least annually. Like the Previous Subadvisory Agreement, the Subadvisory Agreement would be subject to termination by VIA or the Subadviser upon 30 days’ written notice and would terminate automatically in the event of its assignment and/or in the event of termination of the Series’ Advisory Agreement with VIA.
The Subadvisory Agreement would provide that the Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in the performance of its duties or obligations under the Subadvisory Agreement, except for willful misconduct, bad faith or negligence, or reckless disregard of its obligations and duties under the Subadvisory Agreement, except to the extent otherwise noted,provided by law.
Subadvisory Fee
Under the addressSubadvisory Agreement, VIA will pay a subadvisory fee to the Subadviser consisting of each Nomineea monthly fee computed at the rate of 50% of the net advisory fee paid by the Series. The rate of the advisory fee paid by the Series, prior to the effect of the Series’ expense limitation arrangement, is c/o Virtus Variable Insurance0.75% of the Series’ average daily net assets up to $250 million, 0.70% of the Series’ average daily net asset between $250 million and $500 million, and 0.65% of the Series’ average daily net assets over $500 million. Aberdeen currently receives a monthly fee computed at the annual rate of 0.25% of the Series’ average daily net assets. The Adviser believes the subadvisory fee to be charged by the Subadviser is reasonable in light of the subadvisory services to be provided to the Series. The fee shall be prorated for any month during which the Subadvisory Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadviser, the net asset
8
​
value of the Series shall be calculated as set forth in the then current registration statement of the Series. Following is a comparison of the aggregate subadvisory fee paid by the Adviser to Aberdeen during the last year with the subadvisory fee that would have been paid if the proposed subadvisory fee to be paid to Euclid had been in effect:
​Aggregate Fee paid to
Aberdeen last year		​​Aggregate Fee paid if
proposed fee for Euclid had
been in effect last year		​​Percent Difference​
​$753,799​​$991,701​​31.56%​
As with the Previous Subadvisory Agreement, the Series does not pay the subadvisory fee under the Subadvisory Agreement. The Advisory Agreement between the Trust and the Adviser relating to the Series remains in effect and the fees payable to the Adviser by the Series under the Advisory Agreement will not change, so there is no increase in the management fees paid by the Series as a result of the subadvisory fees paid under the Subadvisory Agreement.
INFORMATION ABOUT VIA
VIA is located at 100 Pearl Street, Hartford, Connecticut 06103. ThereVIA is no stated terma wholly-owned subsidiary of Virtus Partners, Inc., which is a wholly-owned subsidiary of Virtus Investment Partners, Inc. (“Virtus”), all of whom are located at 100 Pearl Street, Hartford, Connecticut 06103. Virtus is an independent, publicly traded financial services company, which, through its affiliates, provides asset management and related services to individuals and institutions. As of June 30, 2015, Virtus’ affiliated investment advisers had in aggregate approximately $54.8 billion in assets under management.
VP Distributors, LLC (“VP Distributors”), another wholly-owned indirect subsidiary of Virtus, serves as the national distributor of the Trust’s shares. The Series paid VP Distributors $753,528 during the last fiscal year for performing distribution services for the Series. The principal office of VP Distributors is located at 100 Pearl Street, Hartford, Connecticut 06103.
Virtus Fund Services, LLC (“Virtus Fund Services”), another wholly-owned indirect subsidiary of Virtus, serves as the administrative agent for Trustees.the Trust. The Series paid Virtus Fund Services $301,260 during the last fiscal year for performing these services for the Series. The principal office of Virtus Fund Services is located at 100 Pearl Street, Hartford, Connecticut 06103.
 - 11 - 9
​
VIA acts as the investment adviser for over 50 mutual funds and as adviser to institutional clients. VIA has acted as an investment adviser for over 80 years. As of June 30, 2015, VIA had approximately $34.1 billion in assets under management. For the fiscal year ended December 31, 2014, VIA was paid $1,983,402 in net aggregate investment advisory fees for its services with regard to the Series.
VIA currently serves as investment adviser to one fund that is managed similarly to the Series:
​Name​​Independent NomineesTotal Assets Under Management
(as of June 30, 2015)		​​Management Fee​
​​Name and AgeVirtus Opportunities Trust — International Equity Fund​​​Position with
the Trust$9.08 million		​​​Length of
Time Served		​​​Principal Occupation(s)
During Past 5 Years		​​​Number of
Portfolios in
Trust
Complex
Overseen by
Trustee or
Nominee		​​​Other Directorships Held by
Trustee or Nominee		​​
​​Thomas J. Brown
69		​​​Trustee; Chairperson of Audit Committee​​​Served since 2011​​​Retired.​​​9​​​Director (since 2005), VALIC Company Funds (48 portfolios);0.85% on first $2 billion, 0.80% on $2+ billion through $4 billion, and Director (since 2010), D’Youville Senior Care Center.​​
​​Roger A. Gelfenbien
71		​​​Trustee​​​Served since 2000​​​Retired.​​​9​​​Director (since 1999), USAllianz Variable Insurance Product Trust (41 portfolios); and Director (2003 to 2009), Webster Bank.​​
​​John R. Mallin
64		​​​Trustee​​​Served since 1999​​​Partner/Attorney (since 2003), McCarter & English LLP Real Property Practice Group.​​​9​​​Director (since 2013), Horizon, Inc.; Director and Past President (1996 to 2008), Connecticut River Council, BSA, Inc.​​
​​Hassell H. McClellan
69		​​​Trustee; Chairperson of Investment Performance Committee​​​Served since 2008​​​Retired.
Professor (1984 to 2013), Wallace E. Carroll School of Management, Boston College.		​​​9​​​Trustee, (since 2005), John Hancock Fund Complex (collectively, 234 portfolios); and Director (since 2010), Barnes Group, Inc. (diversified global components manufacturer and logistical services company).​​
​​Philip R. McLoughlin
68		​​​Chairman/ Trustee; Chairman of the Governance and Nominating Committee​​​Served since 2003​​​Partner (2006 to 2010), Cross Pond Partners, LLC (investment management consultant); Partner (2008 to 2010), SeaCap Partners, LLC (strategic advisory firm).​​​67​​​Director (since 1991) and Chairman (since 2010), World Trust Fund; Chairman (since 2002) and Trustee (since 1989), Virtus Mutual Funds (49 funds); Director (since 1995), closed-end funds managed by Duff  & Phelps Investment Management Co. (4 portfolios); Trustee and Chairman (since 2011), Virtus Closed-End Funds (3 portfolios); Director (1985 to 2009), Argo Group International Holdings Inc. and its predecessor, PXRE Corporation (insurance); and Trustee and Chairman (since 2013), Virtus Alternative Solutions Funds (4 portfolios).​​
 - 12 - 
​
​​Independent Nominees​​
​​Name and Age​​​Position with
the Trust		​​​Length of
Time Served		​​​Principal Occupation(s)
During Past 5 Years		​​​Number of
Portfolios in
Trust
Complex
Overseen by
Trustee or
Nominee		​​​Other Directorships Held by
Trustee or Nominee		​​
​​Geraldine M. McNamara
63		​​​Nominee​​​N/A​​​Retired.​​​62​​​Trustee (since 2001), Virtus Mutual Funds (49 funds); Director (since 2003), closed-end funds managed by Duff & Phelps Investment Management Co. (4 portfolios).​​
​​
Interested Nominee​
​​
​​George R. Aylward1
50		​​​Trustee; President​​​President since 2010; Trustee since 2012​​​Director, President and Chief Executive Officer (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; and various senior officer positions with Virtus affiliates (since 2005).​​​65​​​Chairman, President and Chief Executive Officer (since 2006), The Zweig Closed-End Funds (2 portfolios); Trustee and President (since 2011), Virtus Closed-End Funds (3 portfolios); Trustee (since 2006), Virtus Mutual Fund Complex (49 portfolios); Director (since 2013), Virtus Global Funds, PLC; and Trustee (since 2013), Virtus Alternative Solutions Funds (4 portfolios).​0.75% over $4 billion​
1.
VIA has contractually agreed to limit the total operating expenses of the above-named fund (excluding front-end or contingent deferred loads, interest, taxes, brokerage commissions, expenses incurred in connection with any merger or reorganization, extraordinary expenses, and acquired fund fees and expenses, if any) to 1.50% for its Class A shares, 2.25% for Class C shares and 1.25% for Class I shares.
Mr.The following persons serve as the principal executive officers of VIA at the address for VIA listed above and (except for Messrs. Angerthal, Flynn and Fusco) also serve as Officers of the Trust: George R. Aylward, is an “interested person” as defined in the 1940 Act, by reason of his position asPresident; Francis G. Waltman, Executive Vice President; Michael A. Angerthal, Executive Vice President and Chief Financial Officer; Mark S. Flynn, Executive OfficerVice President, General Counsel and Assistant Clerk; David Fusco, Vice President and Chief Compliance Officer; and Kevin J. Carr, Senior Vice President and Clerk.
For the year ended December 31, 2014, the Series paid $86,351 in brokerage commissions. No brokerage commissions were paid by the Series to any affiliated broker of Virtus, the ultimate parent company of the Adviser, and various positions with its affiliates, including the Adviser.
​VIA or Euclid.
​
 - 13 - 10
​
Executive OfficersINFORMATION ABOUT THE SUBADVISER
Euclid Advisors LLC is located at 1540 Broadway, New York, NY 10036 and 100 Pearl Street, Hartford, CT 06103. The Subadviser is registered as an investment adviser under the Investment Advisers Act of 1940, and is a wholly-owned subsidiary of Virtus Partners, Inc., which is a wholly-owned subsidiary of Virtus. The Subadviser has been an investment adviser since 1997 and provides investment management services to mutual funds, institutional and high net worth investors. As of June 30, 2015, the Trust who are not TrusteesSubadviser had approximately $5.4 billion of assets under management.
The following table contains information aboutindividual will serve as portfolio manager of the individuals who areSeries under the Subadvisory Agreement:
•
Frederick A. Brimberg, Senior Managing Director
​
Frederick Brimberg serves as Portfolio Manager for certain retail mutual funds. Mr. Brimberg is also the Subadviser’s international equity portfolio manager. Prior to joining Virtus in 2012, he was a senior vice president and international equity portfolio manager at Avatar Associates where he started the international equity strategy in 2006. Earlier, he was vice president and portfolio manager for ING Investment Management with a focus on the international separately managed account product. Mr. Brimberg earned a B.A. in psychology from Washington & Lee University and an M.B.A. in finance from New York University. He is a member of the New York Society of Security Analysts and sits on the Bank of New York ADR committee.
The following persons serve as the principal executive officers of the Trust, who are notSubadviser at the New York address for the Subadviser listed above (except George R. Aylward, Michael A. Angerthal, Mark S. Flynn and Francis G. Waltman, who serve as Trustee nominees. Unless otherwise noted, the principal executive officers of the Subadviser at the Hartford address of each individual is 100 Pearl Street, Hartford, Connecticut 06103.for the Subadviser listed above):
​​Name and Age​​​Position with the Trust and
Length of Time Served		​​​Principal Occupation(s) During
Past 5 YearsOccupation At Euclid Advisors LLC		​
George R. Aylward​​President and Chairman​
Number of
Portfolios in
Trust
Complex
Overseen by
TrusteeMichael A. Angerthal		​​Executive Vice President And Treasurer​
Other
Directorships
Held by
TrusteeMark S. Flynn		​​Executive Vice President, General Counsel and Assistant Secretary​
Francis G. Waltman​​W. Patrick Bradley
42Executive Vice President		​
Kevin J. Carr​​Senior Vice President (since 2013), Vice President (2011-2013); Chief Financial Officer and Treasurer, since 2004And Secretary​
James R. Sena​​​Senior Vice President Fund Services (since 2010), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various officer positions (since 2006) with Virtus affiliates; Senior Vice President (since 2013), Vice President (2011 to 2013),And Chief FinancialCompliance Officer and Treasurer (since 2006), Virtus Mutual ​
11
​
The Subadviser currently serves as investment subadviser to the following registered fund that has a similar investment objective and is managed similarly to the Series:
Fund Complex; Senior Vice President (since 2013), Vice President (2011 to 2013), Chief Financial Officer and Treasurer (since 2011), Virtus Closed-End Funds; Senior Vice President (since 2013), Vice President (2012 to 2013) and Treasurer (Chief Financial Officer) (since 2007), The Zweig Closed-End Funds; Vice President and Assistant Treasurer (since 2011), Duff & Phelps Global Utility Income Fund Inc.; Director (since 2013), Virtus Global Funds, PLC; and Senior Vice President, Chief Financial Officer and Treasurer (since 2013), Virtus Alternative Solutions Funds.
​​​N/AAssets​​Subadvisory Fee​
Virtus International Equity Fund​N/A​$9.08 million (as of June 30, 2015)​​50% of the following net advisory fee: 0.85% on first $2 billion, 0.80% on $2+ billion through $4 billion, and 0.75% over $4 billion​
The above named fund operates under a contractual expense limitation arrangement, under which Euclid contributes its proportionate amount of the subadvisory fee for any amount of the advisory fee that is waived by the Adviser.
Basis for the Board’s Recommendation
The Board believes that Series shareholders can benefit from management of the Series’ assets by the Subadviser through the application of its International Equity Strategy. The Subadviser’s strategy invests in a portfolio of international stocks with an investment process that is driven by bottom-up fundamental research and informed by macro views. The strategy is benchmarked to the MSCI EAFE Index (net) and invests primarily in 30 – 40 mid- to large-cap stocks. The portfolio may invest in securities of companies located in countries with emerging securities markets.
The Board noted that the investment objective of the Series will not change, although the Subadviser will manage the Series using different strategies. Following is a comparison of the Series’ investment strategies upon the change from Aberdeen to the Subadviser:
Aberdeen​​Subadviser​
Summary/Investment Process
The Series invests in a diversified portfolio of securities of non-U.S. issuers, including companies, governments, governmental agencies and international organizations, which may be denominated in foreign currencies. The Series will invest primarily in common stocks of established non-U.S. companies,
​​
Summary/Investment Process
The Series seeks to provide investors with access to high-quality international businesses selling at attractive valuations. Ideally these companies are not only growing their earnings but are also creating economic value by maintaining or growing their return on invested capital. The subadviser’s process is
​
12
​
Aberdeen​​Subadviser​
as well as preferred stocks, and depositary receipts, believed to have potential for capital growth, income or both. The Series may invest in any amount for capital growth or for income. In determining whether assets will be invested for capital growth or for income, the subadviser will analyze the international equity and fixed-income markets and assess the degree of risk and level of return that can be expected from each market.
Country and geographic allocations are based on such economic, monetary and political factors as:
•
prospects for relative economic growth among countries;
​
•
expected levels of inflation;
​
•
government policies influencing business decisions;
​
•
relative price levels of the various capital markets;
​
•
the outlook for currency relationships; and
​
•
the range of individual investment opportunities available.
​
Within the designated country allocations, the subadviser uses primary research to select individual securities for investment based on factors such as industry growth, management strength and treatment of minority shareholders, financial soundness, market share, company valuation and earnings strength.

​​
driven by bottom-up fundamental research and informed by top-down macro views, with an expectation that a significant proportion of any long-term performance will come from security selection. In evaluating securities for inclusion in the Series, the subadviser applies a cash flow based approach to valuation, as well as additional fundamental research to assess the economic value added, financial strength, franchise quality, and management alignment of individual companies. Top-down macro research is utilized to assess the market environment, and to assist with regional, country, and sector allocations. As part of the macro process, the subadviser takes into account, among other things; monetary policy, political factors, economic growth, and valuation. The subadviser believes this approach produces long-term investment returns characterized by low absolute volatility and downside protection.
In determining which portfolio securities to sell, the subadviser considers, among other things; whether a security has become fully valued, if there has been a material change in the assessment of the company’s fundamentals or original thesis, the stock is not acting as expected, there is a better alternative available, and/or a portfolio rebalancing.


​
13
​
Aberdeen​​Subadviser​
Countries/Regions
The Series may invest in any region of the world. The Series intends to invest primarily in established companies in countries with either developed or emerging markets.
Under normal circumstances, the Series will invest at least 80% of its assets in non-U.S. issuers located in no fewer than three countries. From time to time, the Series may have more than 25% of its assets invested in any major industrial or developed country. The Series’ policy of investing 80% of its assets in non-U.S. issuers located in no fewer than three countries may be changed only upon 60 days’ written notice to shareholders.
Market Capitalization
As of December 31, 2014, the market capitalization range for the Series’ equity securities was $3.5 billion to $251.1 billion.
​​
Countries/Regions
Under normal circumstances, the Series invests at least 80% of its assets in equity securities of issuers located outside of the United States. The Series invests primarily in developed countries, but may also invest in issuers located in emerging market countries. In determining the “location” of an issuer, the subadviser primarily relies on the country where the issuer is incorporated. However, the country of risk is ultimately determined based on analysis of the following criteria: actual building address (domicile), primary exchange on which the security is traded and country in which the greatest percentage of company revenue is generated. This evaluation is conducted so as to determine that the issuer’s assets are exposed to the economic fortunes and risks of the designated country. The Series’ policy of investing 80% of its assets in foreign equity securities may be changed only upon 60 days’ written notice to shareholders.
Market Capitalization
The subadviser seeks to diversify its portfolio from a variety of sectors and countries, and typically invests in the securities of medium to large capitalization companies, but is not limited to investing in the securities of companies of any particular size.


​
14
​
Aberdeen​​Subadviser​
​​Jennifer S. Fromm
41		​​​Vice President, Chief Legal Officer and Secretary, since 2013​​​Assistant Secretary
Other
The Series may use derivatives to hedge against foreign currency exchange rates. The Series will primarily hold securities of various Virtus-affiliated open-end funds (since 2008); and Senior Counsel, Legal, Virtus Investment Partners, Inc. and/companies listed on a foreign securities exchange or certain of its subsidiaries (since 2007); and Vice President, Chief Legal Officer, and Secretary (since 2013), Virtus Alternative Solutions Funds.
​​​N/A​​​N/A​​
 - 14 - 
​
​​Name and Age​​​Position with the Trust and
Length of Time Served		​​​Principal Occupation(s) During
Past 5 Years		​​​Number of
Portfolios in
Trust
Complex
Overseen by
Trustee		​​​Other
Directorships
Held by
Trustee		​​
​​Nancy J. Engberg
58		​​​Vice President, since 2010; Chief Compliance Officer, since 2011​​​Vice President (since 2008) and Chief Compliance Officer (2008 to 2011), Virtus Investment Partners, Inc. and/quoted on an established foreign over-the-counter market, or certain of its subsidiaries; various officer positions (since 2003) with Virtus affiliates; Vice President and Chief Compliance Officer (since 2011), Virtus Mutual Fund Complex; Vice President and Chief Compliance Officer (since 2011), Virtus Closed-End Funds; Vice President and Chief Compliance Officer (since 2012), The Zweig Closed-End Funds; and Vice President and Chief Compliance Officer (since 2013), Virtus Alternative Solutions Funds.​​​N/A​​​N/A​​
​​Francis G. Waltman
52		​​​Executive Vice President (since 2013), Senior Vice President (2010 to 2013)​​​Executive Vice President, Product Development (since 2009), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various senior officer positions (since 2006) with Virtus affiliates; Executive Vice President (since 2013), Senior Vice President (2008 to 2013), Virtus Mutual Fund Complex; Executive Vice President (since 2013), Senior Vice President (2011 to 2013), Virtus Closed-End Funds; Director (since 2013), Virtus Global Funds PLC; and Executive Vice President (since 2013) Virtus Alternative Solutions Funds.​​​N/A​​​N/A​American Depository Receipts (ADRs).​
The BoardUnder the Subadviser’s management, the principal risks of the Series would change. Preferred Stocks Risk would no longer be a principal risk, and Oversight Function.Derivatives Risk and Value Stocks Risk would become principal risks:
Derivatives Risk.   The risk that the Series will incur a loss greater than the Series’ investment in, or will experience greater share price volatility as a result of investing in, a derivative contract. Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage, or to attempt to increase yield.
Value Stocks Risk.   The risk that the Series will underperform when value investing is out of favor or that the Series’ investments will not appreciate in value as anticipated.
In evaluating, approving and recommending to the Series’ shareholders that they approve this proposal, the Board is responsible for oversight of the Trust. The Trust has engaged VIA to manage the Trust on a day-to-day basis. The Board is responsible for overseeingTrustees requested and evaluated information provided by VIA and the other service providers in the operations of the Trust in accordance with the Series’ investment objectives and policies and otherwise in accordance with its prospectus, the requirements of the 1940 Act and other applicable federal, state and other securities and other laws, and the Trust’s charter. The Board meets in person at regularly scheduled meetings four times throughout the year. In addition, the Trustees may meet in person or by telephone at special meetings or on an informal basis at other times. The Independent Trustees also regularly meet without the presence of any representatives of management. As described below, the Board has three standing committees — the Audit, Governance and Nominating, and Investment
 - 15 - 
​
Performance Committees — and may establish ad hoc committees or working groups from time to time, to assist the Board in fulfilling its oversight responsibilities. Although each Committee is composed exclusively of Independent Trustees, any interested Trustee may also attend the Committee meetings. The responsibilities of each Committee, including its oversight responsibilities, are described further below. The Independent Trustees have also engaged independent legal counsel, Sullivan & Worcester LLP, to assist them in performing their oversight responsibilities. In addition, the Trustees have engaged a Chief Compliance Officer (“CCO”) for the Trust.
Board Conclusion on Experience, Qualifications, Attributes and Skills of Trustees
The Governance and Nominating Committee of the Board,Subadviser which, is composed of all the Independent Trustees, reviews the experience, qualifications, attributes and skills of potential candidates for nomination or election by the Board, and conducted a similar review with respect to the current Trustees and Nominees being nominated for election by shareholders prior to their appointment or election to the Board. In evaluating candidates for nomination or election as a Trustee, the Governance and Nominating Committee takes into account the contribution that the candidate would be expected to make and the experience, qualifications, attributes and skills that the Governance and Nominating Committee believes contribute to good governance for the Trust.
The Board has concluded that, based on each existing Trustee’s or Nominee’s experience, qualifications, attributes and skills on an individual basis and in combination with those of the other Trustees, each Nominee is qualified to serve as Trustee. In determining that a particular Nominee was qualified to serve as a Trustee, the Board considered a variety of criteria. In addition, the Board has taken into account the actual service, commitment and participation of each Nominee during his or her past tenure with the Trust or with other funds in the Virtus Fund complex in concluding that each Nominee should serve as Trustee. In addition to the information set forth above, the following provides further information about each Nominee’s specific experience, qualifications, attributes or skills. The information in this section should not be understood to mean that any of the Trustees or Nominees is an “expert” within the meaning of the federal securities laws.
George R. Aylward
In addition to his positions with the Trust, Mr. Aylward is a Director and the President and Chief Executive Officer of Virtus, the ultimate parent company of the Adviser. He also holds various executive positions with the
 - 16 - 
​
Adviser, certain Series’ subadvisers, VPD and Virtus Fund Services, and previously held such positions with the former parent company of Virtus. He therefore has experience in all aspects of the development and management of registered investment companies, and the handling of various financial, staffing, regulatory and operational issues. Mr. Aylward is a certified public accountant and holds an MBA, and he also serves as an officer and trustee of the Virtus Mutual Funds, the Virtus Alternative Solutions Funds, three closed-end funds managed by an affiliate of the Adviser and three closed-end funds managed by the Adviser.
Thomas J. Brown
Mr. Brown, currently retired, was employed in senior business and accounting roles with financial services companies for over twenty-five years, and he has over sixteen years of experience as a director/trustee of unaffiliated funds.
Roger A. Gelfenbien
Mr. Gelfenbien, currently retired, was employed as an accountant and consultant in the financial services sector for over thirty years, as well as having over eleven years of experience with an unaffiliated fund as a director.
John R. Mallin
Mr. Mallin is a real estate partner and the former practice group leader for the Real Property Practice Group at McCarter & English LLP. During his career, he has been involved in all aspects of real estate development and financial transactions related to real estate. Mr. Mallin also has oversight and corporate governance experience as a director, including as a chair, of non-profit entities.
Hassell H. McClellan
Mr. McClellan, currently retired, has extensive business experience in advising and consulting with companies to improve the companies’ management and operations, as well as serving as a business educator at several colleges. Mr. McClellan also has over eleven years of experience as a director of unaffiliated funds.
Philip R. McLoughlin
Mr. McLoughlin has extensive investment advisory experience. He was the Chairman (1997-2002) and Chief Executive Officer (1995-2002) for Phoenix Investment Partners, Ltd. (now known as Virtus Investment
 - 17 - 
​
Partners). He was also the Chief Investment Counsel (1994-2002) for Phoenix Investment Partners, Ltd. and the General Counsel (1983-1988) for Phoenix Mutual Life Insurance Company.
Geraldine M. McNamara
Ms. McNamara was an executive at U.S. Trust Company of New York for 24 years, where she rose to the position of Managing Director. Her responsibilities at U.S. Trust included the oversight of U.S. Trust’s personal banking business. In addition to her managerial and banking experience, Ms. McNamara has experience in advising individuals on their personal financial management, which has given her an enhanced understanding of the goals and expectations that individual investors may have. Ms. McNamara is also a trustee of the Virtus Mutual Funds and four closed-end funds managed by an affiliate of the Adviser.
The Board believes that, collectively, the Nominees have the appropriate experience, qualifications, attributes and skills, which allow the Board to operate effectively in governing the Trust and protecting the interests of shareholders. Common attributes to all Trustees are their ability to review, evaluate, question and discuss information provided to them (and to request additional information), to interact effectively with VIA, the subadvisers, Virtus Fund Services, VPD, and other service providers, the Trust’s Chief Financial Officer, CCO, Chief Legal Officer and the Trust’s independent registered public accounting firm.
Leadership Structure
The Board has appointed Mr. McLoughlin, an Independent Trustee, to serve in the role of Chairman and, if re-elected, he would continue to so serve. The Chairman’s primary role is to participate in the preparation of the agenda for meetings of the Board and the identification of information to be presented to the Board with respect to matters to be acted upon by the Board. The Chairman also presides at all meetings of the Board and between meetings generally acts as a liaison with the Trust’s service providers, officers, legal counsel, and the other Trustees. The Chairman may perform such other functions as may be requested by the Board from time to time. Except for any duties specified herein or pursuant to the Trust’s Declaration of Trust or By-laws, or as assigned by the Board, the designation of Chairman does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.
The Board believes that this leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over matters under its purview, and it allocates areas of responsibility among
 - 18 - 
​
committees or working groups of Trustees and the full Board in a manner that enhances effective oversight. Mr. McLoughlin previously served as the Chairman and Chief Executive Officer of the company that is now Virtus; however, he is now an Independent Trustee due to (a) the fact that Virtus is no longer affiliated with The Phoenix Companies, Inc. (which was its parent company when Mr. McLoughlin retired) and (b) the passage of time. As a result of this balance, it is believed that Mr. McLoughlin has the ability to provide independent oversight of the Trust’s operations within the context of his detailed understanding of the perspective of the Adviser and the Trust’s other service providers. The Board therefore considers leadership by Mr. McLoughlin as enhancing the Board’s ability to provide effective independent oversight of the Trust’s operations and meaningful representation of the shareholders’ interests.
The Board also believes that having a super-majority of Independent Trustees is appropriate and in the best interest of the Series’ shareholders. Nevertheless, the Board also believes that having an interested person serve on the Board brings corporate and financial viewpoints that are, in the Board’s view, crucial elements in its decision-making process. In addition, the Board believes that Mr. Aylward, who is currently the Chairman and President of VIA, and the President and Chief Executive Officer of Virtus, and serves in various executive roles with other affiliates of VIA that provide services to the Trust, provides the Board with the Adviser’s perspective in managing and sponsoring the Series as well as the perspective of other service providers to the Trust.
The leadership structure of the Board may be changed at any time and in the discretion of the Board, including in response to changes in circumstances or the characteristics of the Trust.
Risk Oversight
As a registered investment company, the Trust is subject to a variety of risks, including investment risks, financial risks, compliance risks and regulatory risks. As part of its overall activities, the Board oversees the management of the Trust’s risk management structure by VIA, Virtus Fund Services, VPD, the Trust’s officers and others. The responsibility to manage the Series’ risk management structure on a day-to-day basis is subsumed within the other responsibilities of these parties.
The Board considers risk management issues as part of its general oversight responsibilities throughout the year at regular meetings of the Board and its committees, and within the context of any ad hoc communications with the Trust’s service providers and officers. The Trust’s Adviser, subadvisers, distributor, officers and legal counsel prepare regular reports to the Board that address certain investment, valuation, compliance
 - 19 - 
​
and other matters, and the Board as a whole or its committees may also receive special written reports or presentations on a variety of risk issues at the request of the Board, a committee, the Chairman or a senior officer.
The Board, through its Investment Performance Committee, receives regular written reports describing and analyzing the investment performance of the Series. In addition, the portfolio managers of the Series and senior management of the Series’ subadvisers meet with the Board periodically to discuss portfolio performance and answer the Board’s questions with respect to portfolio strategies and risks. To the extent that a Series changes a principal investment strategy, the Board generally is consulted in advance with respect to such change.
The Board receives regular written reports from the Trust’s Chief Financial Officer that enableconstituted information necessary for the Board to monitorform a judgment as to whether entering into the number of fair valued securities in the Series’ portfolios, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports also include information concerning illiquid securities within the Series’ portfolios. The Board and/or the Audit Committee may also review valuation procedures and pricing resultsSubadvisory Agreement with the Series’ independent auditors in connection with the review of the results of the audit of the Series’ year-end financial statements.
The Board also receives regular compliance reports prepared by VIA’s compliance staff and meets regularly with the Trust’s CCO to discuss compliance issues, including compliance risks. As required under applicable rules, the Independent Trustees meet regularly in executive session with the CCO, and the CCO prepares and presents an annual written compliance report to the Board. The CCO, as well as the compliance staff of VIA and Virtus, provide the Board with reports on their examinations of functions and processes within VIA and the subadvisers that affect the Series. The Board also adopts compliance policies and procedures for the Trust and approves such procedures for the Trust’s service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.
In its annual review of the Series’ advisory, subadvisory and underwriting agreements, the Board reviews information provided by the Adviser, the Series’ subadvisers and VPD relating to their operational capabilities, financial conditions and resources. The Board may also discuss particular risks that are not addressed in its regular reports and processes.
The Board recognizes that it is not possible to identify all of the risks that may affect the Series or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Board periodically reviews the
 - 20 - 
​
effectiveness of its oversight of the Series, and the processes and controls in place to limit identified risks. The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.
Committees of the Board
Audit Committee. The Audit Committee is responsible for overseeing the Series’ accounting and auditing policies and practices. The Audit Committee reviews the Series’ financial reporting procedures, their system of internal control, the independent audit process, and the Series’ procedures for monitoring compliance with investment restrictions and applicable laws and regulations and with the Code of Ethics. The Audit Committee is composed entirely of Independent Trustees; its members are Thomas J. Brown, Roger A. Gelfenbien, John R. Mallin, Hassell H. McClellan and Philip R. McLoughlin. The Audit Committee met two times during the Trust’s last fiscal year.
Governance and Nominating Committee. The Governance and Nominating Committee is responsible for developing and maintaining governance principles applicable to the Series, for nominating individuals to serve as Trustees, including as Independent Trustees and annually evaluating the Board and Committees. The Governance and Nominating Committee is composed entirely of Independent Trustees; its members are Thomas J. Brown, Roger A. Gelfenbien, John R. Mallin, Hassell H. McClellan and Philip R. McLoughlin. The Governance and Nominating Committee met four times during the Trust’s last fiscal year.
The Governance and Nominating Committee considers candidates for trusteeship and makes recommendations to the Board with respect to such candidates. There are no specific required qualifications for trusteeship. The committee considers all relevant qualifications of candidates for trusteeship, such as industry knowledge and experience, financial expertise, current employment and other board memberships, and whether the candidateSubadviser would be qualified to be considered an Independent Trustee. The Board believes that having among its members a diversity of viewpoints, skills and experience and a variety of complementary skills enhances the effectiveness of the Board in its oversight role. The committee considers the qualifications of candidates for trusteeship in this context.
The Board has adopted a policy for consideration of Trustee nominees recommended by shareholders. With regards to such policy, an individual Contract Owner submitting a nomination must hold for at least two full years 5% of the shares of a Series of the Trust. Any Contract Owner nominee recommendations should be sent to the attention of the committee in care of the Trust’s Secretary, and should include biographical information, including business experience for the past ten years and a description of the
 - 21 - 
​
qualifications of the proposed nominee, along with a statement from the proposed nominee that he or she is willing to serve and meets the requirements to be an Independent Trustee, if applicable. Shareholder nominees for Trustee will be given the same consideration as any candidate provided the nominee meets certain minimum requirements. A copy of the Trust’s Governance and Nominating Committee charter is available free of charge, upon request directed to the Secretary of the Trust, and is included herewith as Attachment A.
Investment Performance Committee. The Investment Performance Committee monitors and reviews the investment performance of the Series of the Trust. The Investment Performance Committee is composed entirely of Independent Trustees; its members are Thomas J. Brown, Roger A. Gelfenbien, John R. Mallin, Hassell H. McClellan and Philip R. McLoughlin. The Investment Performance Committee met in person four times during the Trust’s last fiscal year.
Compensation Table
Trustee costs are allocated pro-rata based on average total net assets to each of the Series of the Trust. Officers and employees of the Adviser who are “interested persons” are compensated by the Adviser and receive no compensation from the Trust. Each Trustee who is not employed by the Adviser receives from the Trust a $38,000 retainer plus $8,000 for each regularly scheduled in person Board meeting attended, $4,000 for attendance at each special in person or telephonic attendance at a regularly scheduled in person meeting and $1,000 per telephonic attendance at a special telephonic Board or Committee meeting. The Chairman of the Board receives an additional $28,000 retainer fee. The Chairperson of the Governance and Nominating Committee generally receives an additional $2,000 retainer fee, although Mr. McLoughlin has agreed to waive this fee while he serves as the Chairperson of the Committee. The Chairperson of the Investment Performance Committee receives an additional $5,000 retainer fee. The Chairperson of the Audit Committee receives an additional $5,000 retainer fee. In addition, the Trust reimburses each of the Independent Trustees for travel and other expenses incurred in connection with attendance at such meetings. The Trust does not have any retirement plan for its Trustees.
 - 22 - 
​
For the Trust’s fiscal year ended December 31, 2014, the current Trustees received the following compensation:
​​Name​​​Aggregate
Compensation
From the Trust		​​​Pension or
Retirement
Benefits
Accrued as Part
of Trust
Expenses		​​​Total
Compensation
From the Trust
Complex Paid to
Trustees		​​
​​Independent Trustees​​
​​Thomas J. Brown​​​​$79,000​​​​​​None​​​​​$79,000​​​
​​Roger A. Gelfenbien​​​​​74,000​​​​​​None​​​​​​74,000​​​
​​Eunice S. Groark*​​​​​74,000​​​​​​None​​​​​​74,000​​​
​​John R. Mallin​​​​​73,000​​​​​​None​​​​​​73,000​​​
​​Hassell H. McClellan​​​​​79,000​​​​​​None​​​​​​79,000​​​
​​Philip R. McLoughlin​​​​​102,000​​​​​​None​​​​​​689,000​​​
​​Interested Trustee​​
​​George R. Aylward​​​​​None​​​​​​None​​​​​​None​​​
​​TOTAL​​​​$481,000​​​​​​​​​​​​$1,068,000​​​
*
Eunice S. Groark retired from the Board as of December 31, 2014.
​
      A deferred compensation plan is available to the Trustees. Neither the Trust nor any affiliates provide additional compensation with respect to this deferred compensation plan. Under this deferred compensation plan, the following trustees have deferred compensation in 2014 as follows:
Mr. Gelfenbien — $74,000
Mr. Mallin — $73,000
Mr. McLoughlin — $102,000
 - 23 - 
​
Trustee Ownership of Securities
As of the Record Date, no Trustee or Nominee owned directly any shares of the Trust. The following table states the dollar range of equity securities beneficially owned by each Trustee and Nominee in the Series of the Trust, and the Virtus funds complex.
​​Name of Trustee
or Nominee		​​​Dollar Range of
Equity Securities
in the Series		​​​Aggregate
Dollar Range of
Equity Securities
in All Funds Overseen by
Trustee or Nominee
in Family of
Investment Companies		​​
​​Independent Trustees/Nominees​​
​​Thomas J. Brown​​​​​None​​​​None​​
​​Roger A. Gelfenbien​​​​​None​​​​None​​
​​John R. Mallin​​​​​None​​​​None​​
​​Hassell H. McClellan​​​​​None​​​​None​​
​​Philip R. McLoughlin​​​​​None​​​​Over $100,000​​
​​Geraldine M. McNamara​​​​​None​​​​Over $100,000​​
​​Interested Trustee​​
​​George R. Aylward​​​​​None​​​​Over $100,000​​
Shareholder Communications with Board and Trustee Attendance at Annual Meetings of Shareholders
Any shareholder who wishes to send a communication to the Board of the Trust should send the communication to the attention of the Trust’s Secretary at 100 Pearl Street, Hartford, CT 06103. If a shareholder wishes to send a communication directly to an individual Trustee or to a Committee of the Board, then the communication should be specifically addressed to such individual Trustee or Committee and sent in care of the Trust’s Secretary at the same address.
After reviewing the communication, the Trust’s Secretary will then immediately forward the communication to the Board. Communications to individual Trustees or to a Committee sent in care of the Trust’s Secretary will be immediately forwarded to the individual Trustee or to the Committee, as applicable.
The Trust is not required to hold an annual meeting of shareholders. However, if a shareholder meeting is held, it is the policy of the Trust to encourage Trustee attendance at such meetings in person or by teleconference.
 - 24 - 
​
Required Vote
All Nominees receiving a plurality of the votes cast will be elected as Trustees of the Trust. Under a plurality vote, the candidates who receive the highest number of votes will be elected, even if they receive approval from less than a majority of the votes cast. Because the Nominees are running unopposed, all seven Nominees are expected to be elected as Trustees, as all Nominees who receive votes in favor will be elected, while votes not cast or votes to withhold will have no effect on the election outcome.
 - 25 - 
​
PROPOSAL 2: APPROVAL OF A PROPOSAL TO PERMIT VIA TO
HIRE AND REPLACE SUBADVISERS OR TO MODIFY
SUBADVISORY AGREEMENTS WITHOUT
SHAREHOLDER APPROVAL
(TO BE VOTED UPON BY SHAREHOLDERS OF ALL SERIES VOTING SEPARATELY)
Introduction
The Trust operates under a structure where the Series’ day-to-day investments are managed by subadvisers, and VIA oversees the administration of the Series and the subadvisers. Under a current existing exemptive order issued by the SEC (discussed in more detail below), one of VIA’s duties is to recommend to the Board, if conditions warrant, the reallocation of assets managed by a subadviser or to recommend a subadviser’s hiring, termination or replacement, if VIA deems it appropriate to achieve the overall objectives of a Series. The Trust proposes that VIA, subject to approval of the Board and certain conditions, be permitted to, without obtaining the prior approval of a majority of the outstanding voting securities of the Series as is otherwise required by Section 15 of the 1940 Act: (i) select both certain wholly-owned and unaffiliated investment advisers (“Subadvisers”) to manage all or a portion of the assets of a Series and enter into subadvisory agreements with Subadvisers, and (ii) materially amend subadvisory agreements with Subadvisers. For these purposes, an unaffiliated Subadviser is an investment subadviser for that Series that is not an affiliate of the Series or VIA, which means that (a) it does not control and is not owned or controlled by the same parent of the Trust or VIA, (b) it does not own or control 5% of the outstanding voting shares of any Series or VIA, or (c) a Series or VIA does not own or control 5% of its outstanding voting shares (an “Unaffiliated Subadviser”). Furthermore, a wholly-owned Subadviser for a Series means a subadviser who is wholly-owned (meaning an entity that owns or controls all of the equity of another entity, either directly or indirectly through other subsidiaries) by either VIA or a sister company of VIA, who is itself wholly-owned by a company that wholly owns VIA (a “Wholly-Owned Subadviser”). As described further below, VIA and the Trust currently have the authority to hire, terminate or replace Unaffiliated Subadvisers or materially amend subadvisory agreements with such Unaffiliated Subadvisers without prior shareholder approval under the current exemptive order, and will be seeking similar authority with respect to Wholly-Owned Subadvisers.
Description of Current Applicable Order
VIA and the Trust currently have an exemptive order from the SEC granting exemptions from certain provisions of the 1940 Act. Pursuant to
 - 26 - 
​
the current order, VIA may, subject to supervision and approval of the Board, enter into and materially amend subadvisory agreements with Unaffiliated Subadvisers without such agreements being approved by the shareholders of the applicable Series. The Trust and VIA therefore, with approval from the Board, have the right to hire, terminate, or replace Unaffiliated Subadvisers and modify or amend their subadvisory agreement without shareholder approval. VIA continues to have the ultimate responsibility to oversee the subadvisers and recommend their hiring, termination and replacement to the Board. However, the current order does not permit the Trust or VIA to enter into and materially amend subadvisory agreements with any subadvisers who are affiliated with the Trust or VIA without prior shareholder approval. Within 90 days of the hiring of any new Unaffiliated Subadviser for a Series, Contract Owners that are invested in the Series through their contract will be furnished with all information about the new subadviser that would be in a proxy statement seeking shareholder approval of the new subadviser.
Description of Exemptive Relief for which Application will be Filed
VIA and the Trust will file an application for an exemptive order from the SEC that would allow VIA and any future and existing Series of the Trust, subject to certain conditions and with the approval of such Series’ Board, to do the following without obtaining prior approval from shareholders of the relevant Series:
(a)
to also engage or retain Wholly-Owned Subadvisers, in addition to Unaffiliated Subadvisers;
​
(b)
to subsequently change such Subadvisers; or
​
(c)
to continue the employment of existing Subadvisers after events that under the 1940 Act and the relevant subadvisory agreements would otherwise cause an automatic termination of the subadvisory agreements.
​
In addition, the exemptive order would permit a Series to disclose its advisory fees as follows:
(a)
advisory fees paid by a Series to VIA and the subadvisory fees paid by VIA to Wholly-Owned Subadvisers for that Series may be disclosed on an aggregate basis, rather than disclosing the amounts paid to each individually;
​
(b)
subadvisory fees paid by VIA to multiple Unaffiliated Subadvisers for a Series may be disclosed on an aggregate basis, rather than disclosing the amounts paid to each Unaffiliated Subadviser individually; and
​
​
 - 27 - 
​
(c)
subadvisory fees paid by VIA to affiliated subadvisers who are not Wholly-Owned Subadvisers would continue to be disclosed for each affiliated subadviser individually.
​
The exemptive order would not apply to any subadviser that is an affiliated person of VIA or the Trust and who is not a Wholly-Owned Subadviser. The hiring of, replacement of, or changing of a subadvisory agreement with, such a subadviser must still be approved by shareholders of the applicable Series. In addition, any subadvisory agreement or amendment to a Series’ existing agreement that directly or indirectly results in an increase in the aggregate advisory fee rate payable by the Series must be submitted to the Series’ shareholders for approval.
Before a Series may rely on the exemptive order if it is granted by the SEC, the shareholders must approve the proposal. If the Trust’s shareholders approve this proposal, the Trust and VIA will have the right upon the grant of an exemptive order by the SEC, to hire, terminate or replace Subadvisers without shareholder approval, including, without limitation, the replacement or reinstatement of any such Subadviser 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 subadvisers and recommend their hiring, termination, and replacement.
Even if shareholders approve this arrangement and the exemptive order is granted by the SEC, approval by the Board, including a majority of the Independent Trustees, will still be required to engage a new Subadviser, terminate a Subadviser, or change any subadvisory agreement. For any subadviser change proposed for a Series with a Wholly-Owned Subadviser or an affiliated subadviser that is not a Wholly-Owned Subadviser, the Board, including a majority of the Independent Trustees must make a separate finding that such change is in the best interests of the Series and its shareholders. The Board considered all the criteria separately with respect to the Series and its shareholders. Prior to making its final decision, the Independent Trustees met with their independent counsel to discuss the information provided.
In their deliberations, the Trustees did not identify any particular information that was all-important or controlling, and each Trustee may have attributed different weights to the various factors. In recommending that shareholders approve this proposal, the Trustees considered various factors, including:
•
the nature, extent and does not involve a conflictquality of interest from which VIA or the subadviser derives an inappropriate advantage. Within 90 days of a change in a Series’ subadviser or a material changeservices to a subadvisory agreement,be provided by the Trust would be requiredSubadviser with respect to provide the Contract Owners who are invested in that Series with a notice that summarizes relevant information about the new Subadviser, along with information about the availability of an information statement online, how long it would remain available, and instructions for accessing and printing it.international equity investments. The information statement would contain information about the subadviser and the subadvisory agreement, similar to that which would have been provided in a proxy statement seeking shareholder approval of such an arrangement or change thereto.
Although shareholder approval would not be required for the Adviser to terminate subadvisory agreements under the exemptive order,​
​
 - 28 - 
15
​
shareholdersTrustees reviewed biographical information for the portfolio manager and other staff who would be providing services under the Subadvisory Agreement and noted their depth of experience;
•
the rate of the investment subadvisory fee that would be paid by VIA (and not the Series) under the Subadvisory Agreement, which, although higher than the fee paid under the Previous Subadvisory Agreement, is reasonable in light of the services to be provided by the Subadviser; and the advisory fee paid by the Series, which would remain unchanged from the fees paid under the Advisory Agreement. The Trustees reviewed information regarding the fees charged by the Subadviser to other comparable clients, as well as comparison of VIA’s profitability under the Previous Subadvisory Agreement with VIA’s expected profitability under the Subadvisory Agreement. The Trustees noted that the Adviser would remain subject to a contractual expense limitation agreement that limits total operating expenses (excluding front-end or contingent deferred sales loads, interest, taxes, leverage expenses, brokerage commissions, expenses incurred in connection with any merger or reorganization, extraordinary expenses and acquired fund fees and expenses, if any) of the Series to 1.18% and 0.93%, on an annualized basis, for Class A and Class I shares, respectively, until at least April 30, 2016;
​
•
the performance results of the Euclid International Composite as managed by the Subadviser in a manner substantially identical to the Series, which would have outperformed the rightMSCI EAFE® Index (net) for the 1-, 5- and 9.5-year periods ended June 30, 2015 and outperformed the Series as managed by Aberdeen over the same periods (the longest common performance period of Euclid’s International Composite commenced in January 2006); and
​
•
the fact that there are no other tangible benefits to terminatethe Subadviser in providing investment advisory services to the Series, other than the fee to be earned under the Subadvisory Agreement. There may be certain intangible benefits gained to the extent that serving the Series could enhance the Subadviser’s reputation in the marketplace, and, therefore, would enable the Subadviser to attract additional client relationships.
​
In considering the profitability to the Subadviser of its relationship with the Series and the profitability to Virtus from its affiliation with the Subadviser, the Board noted that the fees under the Subadvisory Agreement were paid by VIA out of the advisory fees that it receives under the Advisory Agreement. In considering the reasonableness of the fees payable by VIA to
16
​
the Subadviser, the Board noted that, as an affiliate of VIA, such profitability to the Subadviser might be directly or indirectly shared by VIA, and therefore the Board considered the profitability of VIA and the Subadviser together. The Board noted that the subadvisory agreementsfees would be higher than under the Previous Subadvisory Agreement; however, the Board took into account that the advisory fee paid by the Series to the Adviser would remain unchanged and determined that the profitability to the Subadviser of its relationship with the Series and the profitability to Virtus from its affiliation with the Subadviser were reasonable.
In addition, the Board noted that the management fees for the Series at any time by a vote of a majority ofincluded breakpoints based on assets under management, and that the outstanding voting securitiescontractual expense limitation would also remain in place. The Board also took into account the current size of the Series, and this rightnoted that the Series may realize certain economies of shareholders will not be affected by anyscale if the assets of the provisionsSeries were to increase and that shareholders of the Series would have an opportunity to benefit from these economies of scale. The Board did not otherwise consider the potential economies of scale in the exemptive order.
TheSubadviser’s management of the Series to be a material factor in its consideration at this time. Based on all of the foregoing reasons, the Board has concluded that by approving the proposal,proposed Subadvisory Agreement was favorable for shareholders will afford the Trust the opportunity to forego the costly expense of, and unnecessary delays associated with, proxy solicitations due to necessary subadviser changes. Therefore, ifbecause shareholders approve the proposal, they could benefit from potential cost savings tomanagement of the Series, as well as allowing VIA to act more quickly to change Subadvisers after it has determined that such a change would be inSeries’ assets by the best interest of a Series and its shareholders.Euclid International Team at the Subadviser.
Required Vote
Approval of this proposal as to each Seriesthe Subadvisory Agreement with the Subadviser requires a majority vote of the outstanding voting securities of such Series, with each Series voting separately.the Series. Under the 1940 Act, a majority of athe Series’ outstanding voting securities is defined as the lesser of  (1) 67% of the outstanding shares represented at a meeting at which more than 50% of the Series’ outstanding shares are present in person or represented by proxy or (2) more than 50% of the Series outstanding voting securities.
If athe Series’ shareholders do not approve this proposal and the new Subadvisory Agreement is not approved, the Board of Trustees will consider the options available to the Series would continue to rely on the existing order that permits VIA to hire, terminate or replace only Unaffiliated Subadvisers without shareholder approval, but not affiliated subadvisers.
 - 29 - 
​
The Fund’s Auditor
The Board, including a majority of the Independent Trustees, has approved the selection of PricewaterhouseCoopers LLP (“PwC”) as the independent accountants for the Fund for the fiscal year ending December 31, 2014.
PwC has extensive experience in investment company accounting and auditing and has served as independent accountant for the Trust since its inception in 1986. PwC examines the financial statements includedare in the Trust’s Annual Reports. It is not expected that representativesbest interests of PwC will be present at the Meeting, and, therefore, they will not be making a statement and will not be available to respond to questions.
The SEC’s auditor independence rules require the Audit Committee to pre-approve (a) all audit and permissible non-audit services provided by the Fund’s independent accountants directly to the Fund and (b) those permissible non-audit services provided by the Fund’s independent accountants to the Fund’s investment advisers and any entity controlling, controlled by or under common control with the investment advisers that provides ongoing services to the Fund (the “Affiliated Service Providers”), if the services relate directly to the operations and financial reporting of the Trust.
The aggregate fees billed by PwC for the indicated services rendered to the Fund for the last two fiscal years were:
​​​2013​​2014​
Audit Fees​​​$209,510​​​​$209,510​​
Audit-Related Fees​​​$26,395​​​​$41,344​​
Tax Fees​​​$31,375​​​​$30,375​​
All Other Fees​​​$0​​​​$0​​
“Audit-Related Fees” are those related to performance of the audit and review of the Trust’s financial statements not disclosed under “Audit Fees.”
“Tax Fees” are those primarily associated with review of the Trust’s tax provision and Registered Investment Company qualification in connection with audits of the Trust’s financial statements, review of year-end distributions by the Trust to avoid excise tax for the Trust, periodic discussion with management on tax issues affecting the Trust, and reviewing and signing the Trust’s federal income and excise tax returns.
“All Other Fees” are those fees billed for other products and services rendered by PwC to the Trust not included as Audit or Audit-Related or Tax Fees.
 - 30 - 
​
The Board has adopted policies and procedures with regard to the pre-approval of services provided by PwC. Audit, audit-related and tax compliance services provided to the Trust on an annual basis require specific pre-approval by the Board. As noted above, the Board must also approve other non-audit services provided to the Trust and those non-audit services provided to the Trust’s Affiliated Service Providers that relate directly to the operations and financial reporting of the Trust. Certain of these non-audit services that the Board believes are a) consistent with the SEC’s auditor independence rules and b) routine and recurring services that will not impair the independence of the independent auditors may be approved by the Board without consideration on a specific case-by-case basis (“general pre-approval”).
The Audit Committee has determined that Mr. Thomas Brown, Chair of the Audit Committee, may provide pre-approval for such services that meet the above requirements in the event such approval is sought between regularly scheduled meetings. In any event, the Board is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. In 2013 and 2014, 100% of the non-audit services provided to the Trust were pre-approved by the Audit Committee under the policies and procedures described above.
The percentage of hours expended by PwC on the audit of the Trust ‘s financial statements for the fiscal year ended December 31, 2014 that were attributed to work performed by individuals other than PwC full-time, permanent employees was less than fifty percent.
The aggregate non-audit fees billed by PwC to the Trust’s Adviser and other Affiliated Services Providers for the Trust’s last two fiscal years were:
Fiscal Year Ended
December 31		​​Aggregate Non-Audit
Fees Billed		​
2013​​​$434,669​​
2014​​​$500,176​​
The Audit Committee has considered and determined that the provision of non-audit services provided to the Trust’s investment advisers and other Affiliated Service Providers that were not pre-approved in accordance with the Trust’s pre-approval policy is compatible with its auditor’s independence. PwC, the independent accountants for the Trust’s most recently completed fiscal year, has confirmed to the Audit Committee that it is independent with respect to the Trust.shareholders.
SHARE OWNERSHIP INFORMATION
Phoenix Life Insurance Company (“PLIC”), and PHL Variable Insurance Company (“PHL Variable”) and Jefferson National Life Insurance Co.
 - 31 - 
​
(“Jefferson National”) offer variable insurance and annuity products, and are control persons of certain Series of the Trust.Series.
PLIC (a New York insurance company) is a wholly-owned subsidiary of The Phoenix Companies, Inc. (“PNX”). PHL Variable (a Connecticut
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insurance company) is a wholly-owned subsidiary of PM Holdings, Inc. PM Holdings, Inc. is a direct, wholly-owned subsidiary of PNX. PLIC and PHL Variable are located at 31 Tech Valley Drive, East Greenbush, New York. Jefferson National (a Texas insurance company) is a wholly-owned subsidiary of Jefferson National Financial Corp. Jefferson National is located at 10350 Ormsby Park Place, Suite 600, Louisville, Kentucky.
The following table sets forth information for each class of shares of the Series as of the Record Date, with respect to each person who owns of record or is known by the Trust to own of record or beneficially own 5% or more of any class of anythe Series’ outstanding securities, as noted.
​​Name and Address​​​Name of Series​​​Percentage
of Class
Outstanding
(%)		​​
​​Jefferson National Life Insurance Co.
C/O Carla Higgs
10350 Ormsby Park Place, Suite 600
Louisville, KY		​​​Virtus Premium AlphaSector Series/Class A
Virtus Real Estate Securities Series/Class A		​​​81.89
5.43​		​​
​​Lincoln National Life Insurance Company
1300 S. Clinton Street
Fort Wayne, IN 46802		​​​Virtus Premium AlphaSector Series/Class A
Virtus Premium AlphaSector Series/Class I		​​​7.27
51.43​		​​
​​PHL Variable Insurance Co.
PHLVIC C/O Peter Hosner
31 Tech Valley Drive
East Greenbush, NY 12061		​​​Virtus Capital Growth Series/Class A
Virtus Growth & Income Series/Class A
Virtus International Series/Class A
Virtus Multi-Sector Fixed Income Series/Class A
Virtus Real Estate Securities Series/Class A
Virtus Small-Cap Growth Series/Class A
Virtus Small-Cap Value Series/Class A
Virtus Strategic Allocation Series/Class A		​​​17.00
47.73
70.79
61.42
60.75
39.05
66.00
18.42​		​​
​​Phoenix Life Insurance Co.
PLIC C/O Peter Hosner
31 Tech Valley Drive
East Greenbush, NY 12061		​​​Virtus Capital Growth Series/Class A
Virtus Growth & Income Series/Class A
Virtus International Series/Class A
Virtus Multi-Sector Fixed Income Series/Class A
Virtus Real Estate Securities Series/Class A
Virtus Small-Cap Growth Series/Class A
Virtus Small-Cap Value Series/Class A
Virtus Strategic Allocation Series/Class A		​​​82.94
51.93
28.25
33.88
32.86
60.82
33.84
81.56​		​​
​​Security Benefit Life
Variable Annuity Account XIV
5801 SW 6th Avenue
Topeka, KS 66636		​​​Virtus Premium AlphaSector Series/Class A​​​10.63​​​
​​Symetra Life Insurance Co.
Attn: Elizabeth Davis
777 108th Ave NE, Suite 1200
Bellevue WA 98004		​​​Virtus Multi-Sector Fixed Income Series/Class I
Virtus Premium AlphaSector Series/Class I
Virtus Real Estate Securities Series/Class I
Virtus Small-Cap Growth Series/Class I		​​​54.58
6.20
12.08
51.49​		​​
​​Virtus Partners
Attn: David G. Hanley
100 Pearl Street, 8th Floor
Hartford, CT 06103		​​​Virtus International Series/Class I
Virtus Multi-Sector Fixed Income Series/Class I
Virtus Premium AlphaSector Series/Class I
Virtus Real Estate Securities Series/Class I
Virtus Small-Cap Growth Series/Class I		​​​100.00
45.42
42.37
87.92
48.51​		​​
Name and Address​​Class​​Shares​​Percentage
of Class
Outstanding
(%)		​
PHL VARIABLE INSURANCE CO
PHLVIC C/O PETER HOSNER
31 TECH VALLEY DR
EAST GREENBUSH NY 12061-4134		​​CLASS A​​​​10,309,105.09​​​​​69.93​​
PHOENIX LIFE INSURANCE CO
PLIC C/O PETER HOSNER
31 TECH VALLEY DR
EAST GREENBUSH NY 12061-4134		​​CLASS A​​​​4,220,558.78​​​​​28.63​​
VIRTUS PARTNERS INC
ATTN DAVID G HANLEY
100 PEARL ST FL 8
HARTFORD CT 06103-4500		​​CLASS I​​​​5,974.46​​​​​100.00​​
As of the Record Date, the officers and Trustees of the Trust, as a group, owned beneficially or of record less than 1% of the outstanding shares of the Series.
 - 32 - 
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PORTFOLIO TRANSACTIONS
The Trust does not allocate portfolio brokerage on the basis of the sales of shares, although brokerage firms whose customers purchase Contracts which are funded by shares of the Trust may receive brokerage commissions. The Trust does not make portfolio transactions through affiliated brokers.
OTHER BUSINESS
The Board knows of no other business to be brought before the Meeting. If other business should properly come before the meeting, the proxy holders will vote thereon in their discretion.
Under the provisions of the Trust’s charter documents and applicable law, no annual meeting of shareholders is required, and the Trust does not currently intend to hold such a meeting. Ordinarily, there will be no shareholder meeting unless required by the 1940 Act or otherwise. Shareholder proposals to be presented at any subsequent shareholder meeting of the Trust must be received by the Trust in care of the Trust’s
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Secretary at 100 Pearl Street, Hartford, CT 06103, within a reasonable period of time before the Trust solicits proxies for that meeting in order for such proposals to be considered for inclusion in the proxy materials for that meeting. Shareholders collectively holding at least 10% of the outstanding shares of the Trust may request a shareholder meeting at any time for the purpose of voting to remove one or more of the Trustees. The Trust will assist in communicating to other shareholders about such meeting.
 - 33 - 
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PLEASE PROVIDE VOTING INSTRUCTIONS BY LOGGING ON AT THE INTERNET ADDRESS PROVIDED ON YOUR VOTING INSTRUCTION FORM(S) OR BY TELEPHONE BY CALLING THE TOLL-FREE NUMBER LOCATED ON YOUR VOTING INSTRUCTION FORM(S) OR BY COMPLETING THE ENCLOSED VOTING INSTRUCTION FORM(S) AND RETURNING THE CARD(S) BY FEBRUARY 19,OCTOBER 27, 2015 IN THE ENCLOSED SELF-ADDRESSED, POSTAGE-PAID ENVELOPE.
By order of the Board of Trustees
​
[MISSING IMAGE: sg_jenns-fromm.jpg]
​
​Name:​​Jennifer S. Fromm​
​Title:​​Vice President, Chief Legal Officer and Secretary
   Virtus Variable Insurance Trust		​
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Exhibit A​
VIRTUS VARIABLE INSURANCE TRUST
Virtus International Series
SUBADVISORY AGREEMENT
_________, 2015​
Euclid Advisors LLC
1540 Broadway
New York, NY 10036
RE:
Subadvisory Agreement
​
Ladies and Gentlemen:
Virtus Variable Insurance Trust (the “Fund”) is an open-end investment company of the series type registered under the Investment Company Act of 1940, as amended (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, including Virtus International 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 Euclid Advisors LLC (the “Subadviser”) as a discretionary series adviser to invest and reinvest 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
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A-1
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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 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 securities for the Designated Series, 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
​
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A-2
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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 Designated Series, as to which the Subadviser exercises investment discretion, notwithstanding that the Designated Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Designated Series 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 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 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
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A-3
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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.
​
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
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A-4
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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 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
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A-5
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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 , or a material breach of any laws, rules, regulations or orders applicable to the Designated Series, 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
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A-6
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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.
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, such records as are required of an investment adviser of a registered investment company to the extent applicable, 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
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A-7
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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, written policies and procedures reasonably designed to 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
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A-8
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Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware 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 Trustees and the shareholders of the Designated Series as and to the extent required by the Act, subject to any applicable orders of exemption issued by the SEC.
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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 December 31, 2016. 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.
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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 thirty (30) 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 with respect to events occurring prior to such termination. This Agreement shall terminate automatically and immediately upon termination of the Advisory Agreement. This Agreement shall terminate automatically and
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A-9
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immediately in the event of its assignment, as such term is defined in and interpreted under the terms of the Act and the rules promulgated thereunder. Provisions of this Agreement relating to indemnification shall survive any termination of this Agreement.
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 State of Delaware.
​
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: Jennifer Fromm
Telephone: (860) 263-4790
Facsimile: (860) 241-1005
E-mail: jennifer.fromm@virtus.com
(b)
To Euclid Advisors LLC at:
​
Euclid Advisors LLC
100 Pearl Street, 8th Floor
Hartford, CT 06103
Attn: Jennifer Fromm
Telephone: (860) 263-4790
Facsimile: (860) 241-1005
E-mail: jennifer.fromm@virtus.com
21.
Certifications.   The Subadviser hereby warrants and represents that it will provide the requisite certifications reasonably requested by the chief
​
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A-10
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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 Subadviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities, or damages (including reasonable attorneys’ fees and other related expenses) (collectively, “Losses”) arising from the Subadviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Subadviser’s obligation under this Paragraph shall be reduced to the extent that the claim against, or the loss, liability, or damage experienced by the Adviser, is caused by or is otherwise directly related to (i) any breach by the Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Subadviser or the Trust, or the omission of such information, by the Adviser for use therein.
​
The Adviser shall indemnify and hold harmless the Subadviser from and against any and all Losses arising from the Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Adviser’s obligation under this Paragraph shall be reduced to the extent that the claim against, or the loss, liability, or damage experienced by the Subadviser, is caused by or is otherwise directly related to (i) any breach by the Subadviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Subadviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Subadviser that was required to be stated
A-11
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therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Subadviser for use therein.
A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.
No party will be liable to another party for consequential damages under any provision of this Agreement.
23.
Relationship of Parties.   The Adviser, the Fund and Subadviser are not by virtue of this Agreement partners or joint venturers with each other and nothing in this Agreement shall be construed so as to make them partners or joint venturers or impose any liability as such on either of them. Subadviser shall perform its duties under this Agreement as an independent contractor and not as an agent of the Fund, the Trustees or the Adviser.
​
24.
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.
​
25.
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]
A-12
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​		VIRTUS VARIABLE INSURANCE TRUST​
​​​​By:​​​​
​​​​Name:​​Jennifer S. FrommW. Patrick Bradley​
​​​​Title:​​Senior Vice President, Chief LegalFinancial Officer and Secretary& Treasurer​
​​​​VIRTUS INVESTMENT ADVISERS, INC.​
​​​​By:​​​​
​​​​Name:​​Francis G. Waltman​
​​​​Title:​​Executive Vice President​
ACCEPTED:
EUCLID ADVISORS LLC
​By:​​​​
​​​​Name:​​Francis G. Waltman​
​​​​Title:​​Executive Vice President​
​SCHEDULES:​​A.​​Operational Procedures​
​​​​B.​​Record Keeping Requirements​
​​​​C.​​Fee Schedule​
​​​​D.​​Subadviser Functions​
​​​​E.​​Form of Sub-Certification​
​​​​F.​​Designated Series​
 - 34 - A-13
​
ATTACHMENTSCHEDULE A​
VIRTUS VARIABLE INSURANCE TRUSTOPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for a flow of information to be supplied by Subadviser to JPMorgan Chase Bank, N.A. (the “Fund”“Custodian”)
GOVERNANCE AND NOMINATING
COMMITTEE CHARTER
Purpose
The purposes of the Committee are: (1) to identify individuals qualified to become Board members and to recommend that the Board select particular Trustee nominees; (2) to develop and recommend to the Board a set of governance principles applicable to the Fund; (3) to oversee annually the evaluation of the Board, this Committee and management of other committees of the Fund; and (4) to assist the Board in fulfilling its oversight responsibilities with respect to matters relating to the interests of the shareholders ofBNY Mellon Investment Servicing (US) Inc. (the “Sub-Accounting Agent”), for the Fund.
Committee Composition
The Committee shall be composed of three (3)Subadviser must furnish the Custodian and the Sub-Accounting Agent with daily information as to executed trades, or, more membersif no trades are executed, with a report to that effect, no later than 5 p.m. (Eastern Time) on the day of the Board of Trustees oftrade each day the Fund each of whom shallis open for business. When necessary, trade information for executed trades can be an Independent Trustee and not an interested person (as such term is definedsent to the Sub-Accounting Agent on trade date +1 by section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”)). One member of the Committee shall serve as Chairperson. The Board shall select the members of the Committee. Other Trustees of11:00 a.m. (Subadviser will be responsible for reimbursement to the Fund while not serving as members offor any loss caused by the Committee, nonetheless may have a role in the nominating process by identifying and recommending potential candidatesSubadviser’s failure to comply.) The necessary information can be sent via facsimile machine or electronic delivery to the Committee for its consideration,Custodian and by otherwise assistingfacsimile machine or batch files to the Committee inSub-Accounting Agent. Information provided to the discharge of its responsibilities.
Board Nominations/IndependenceCustodian and the Sub-Accounting Agent shall include the following:
1.
The Committee shall recommend to the Board Trustee nominees for election at the next meetingPurchase 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 Fund’s shareholders, as required. Additionally, in the event of any vacancies ontransaction;
​
13.
Exchange where trade was executed;
​
14.
Identified tax lot (if applicable); and
​
15.
Trade commission reason: best execution, soft dollar or additions to the Board, the Committee shall evaluate the qualifications of candidates and make nominations for membership on the Board, as the case may be. The Committee may also recommend that a vacancy in the membership of the Board not be filled based on the then current Board’s size, composition and structure. In carrying out its responsibilities under this paragraph, the Committee shall have sole authority to retain and terminate any search firm to be used to identify Trustee candidates, including sole authority to approve the search firm’s fees and other retention terms.research.
​
​
A-1A-14
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2.
Persons nominated as Independent Trustees may not be “interested persons”When opening accounts with brokers for, and in the name of, the Fund, as that term is definedthe account must be a cash account. No margin accounts are to be maintained in the 1940 Actname 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 Designated Series 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 Designated Series.
​
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.
​
​
A-16
​
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 authorizing the purchase or sale of series securities and such other interpretationsinformation as is appropriate to support the authorization.*
​
4.
(Rule 31a-1(f))   Such accounts, books and rules and regulationsother documents as are required to be maintained by registered investment advisers by rule adopted in connection therewith. The Committee shall also review the compositionunder 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 Fund policies and procedures approved by the Fund’s Board of Trustees, including without limitation those related to ensure that at least two-thirds (2/3)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.
​
​
A-17
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SCHEDULE C
SUBADVISORY FEE
For services provided to the Designated Series, the Adviser will pay to the Subadviser a fee, payable monthly in arrears, of 50% of the Trustees are not interested persons. With respectnet advisory fee as defined 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 such consideration of nominees and existing Trustees, the Committee shall carefully evaluate their independence from any investment adviser, principal underwriter or other principal service providerbe paid to the Fund (and any affiliate thereof). The CommitteeSubadviser, the net asset value of each fund shall also take into consideration any affiliations disclosedbe valued as set forth in the then current registration statement of the Fund.
For this purpose, the “net advisory fee” means the advisory fee paid to the Adviser after accounting for any applicable fee waiver and/or expense limitation agreement, which shall not include reimbursement of the Adviser for any expenses or recapture of prior waivers. In the event that the Adviser waives its entire fee and also assumes expenses of the Fund pursuant to an applicable expense limitation agreement, the Subadviser will similarly waive its entire fee and will share in the expense assumption by contributing 50% of the assumed amount. However, because the Subadviser shares the fee waiver and/or expense assumption equally with the Adviser, if during the term of this Agreement the Adviser later recaptures some or all of the fees so waived or expenses so assumed by the Adviser and the Subadviser together, the Adviser shall pay to the Subadviser 50% of the amount recaptured.
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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 FundDesignated Series consistent with its investment objectives based upon the development, review and any person whoadjustment of buy/sell strategies approved from time to time by the Committee considersBoard of Trustees and the Adviser in paragraph 3 of this Subadvisory Agreement and implementation of that program;
​
(b)
Periodic reports, on at least a quarterly basis, in form and substance acceptable to be unlikely to exercise an appropriate degree of independence as a result of: (a) a material business or professional relationshipthe 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, regulations, rules and orders; 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 investment advisersForm 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 principal underwriter (orTrustees 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 of their affiliated persons); or (b) a close familial relationship with any natural person who isevent which would disqualify the Subadviser from serving as an investment adviser or principal underwriter (or any of their affiliated persons). The Committee shall also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair the independence of any existing or prospective Independent Trustee. It shall consult with counselan investment company pursuant to the Fund concerning the requirementsSection 9(a) of the 1940 Act applicable to the selection and qualification of Independent Trustees.or otherwise.
​
3.(f)
In assessingProvide reasonable assistance in the qualificationsvaluation of an existing or potential candidate for Independent Trustee membership onsecurities including the Board, the Committee shall consider such other factors, as it may deem relevant.
​
Committee Nominations and Responsibilities
1.
The Committee shall make recommendations to the Board concerning the responsibilities or establishmentparticipation of Board committees.
​
2.
The Committee shall review and make recommendations from time to time to the Board regarding the nature and duties of Board committees, including: (i)appropriate representatives at fair valuation committee member qualifications (including, without limitation, “financial expert” status); (ii) committee member appointment and removal; (iii) committee structure and operations (including authority to delegate to subcommittees); and (iv) committee reporting to the Board. In the event of any vacancies on or additions to any committee, the Committee shall evaluate the qualifications of candidates and make recommendations on membership on any committee to the Board.meetings.
​
​
A-2A-19
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Fund GovernanceSCHEDULE E
1.FORM OF SUB-CERTIFICATION
To:
Re:
The Committee shall recommendSubadviser’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 Boardappropriate groups responsible for its approvalservicing the above-mentioned mutual fund.
​
b.
Evaluated the effectiveness of our internal controls and procedures, as of a set of governance guidelines and shall review such guidelines from time to time as it deems necessary or appropriate and recommend any proposed changesdate within 90 days prior to the Board for approval. Suchdate of this certification and we have concluded that such controls and procedures shall consider, among other things, whether the Board is properly constituted, if matters entrusted to the Board have been properly considered, and any other matters that the Board should properly consider.are effective.
​
2.c.
The Committee shall coordinate an annual self-assessment by the Board of its effectiveness. The self-assessment may include, e.g., consideration of the Board’s committee structure; the appropriateness of rotating the composition of each Committee; and whether each Board member is capable of providing sufficient oversight to the number of funds they monitor. The Committee shall promptly report its findings and conclusions to the Board.
​
Other Powers and Responsibilities
1.
The Committee shall meet as necessary in connection with any vacancy on orIn addition, to the Board (or Committee)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 otherwise from timeprocedures as they relate to timeour duties as it deems appropriate, but no less frequently than annually, to perform its responsibilities.
​
2.
The Committee shall have the resources and authority appropriate to discharge its responsibilities.
​
3.
The Committee shall annually review the sufficiency of the retainer and fees paid to each member of the Board andsubadviser to the members of the several Committees. If the Committee finds the retainer or fees to be insufficient, they will make a recommendation to the Board.
​
4.
The Committee shall recommend to the Board any revisions or modifications to this Charter that the Committee deems necessary or appropriate to the effective exercise of its responsibilities. In addition, the Committee shall review all other Board Committee Charters from time to time and recommend the approval of all Charters, as amended, to the Board.
​
5.
The Committee shall annually consider the retention of legal counsel for the Disinterested Trustees, and if retained, shall recommend approval of legal counsel to the Disinterested Trustees to the Board. If the Committee decides to retain legal counsel, then it negotiates the retainer and fees.
​
6.
The agenda and minutes for each meeting of the Committee, including the resolutions, shall be prepared and maintained by the Secretary or an Assistant Secretary of the Board and copies thereof shall be provided to the Board within a reasonable period of time following each meeting.Designated Series.
​
​
A-3A-20
​
7.
A majorityI have read the draft of the membersReport which I understand to be current as of  [Date of Reporting Period] and based on my knowledge, such draft of the Committee shall constituteReport does not, with respect to the Designated Series, contain any untrue statement of a quorum formaterial fact or omit to state a material fact necessary to make the transaction of business at any meetinginformation contained therein, in light of the Committee. The actioncircumstances under which 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 majoritySubadviser’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 membersCode 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 Committee present at a meeting at which a quorum is present shall beDesignated Series and the actionPolicies and Procedures of the Committee.Designated Series as adopted by the Designated Series Board of Trustees.
​
8.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 Committee shall ordinarily meet in person; however, membersSubadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may attend telephonically, and the Committee may act by written consent,apply to the extent permitted by law.those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Designated Series as outlined above.
​
9.e.
The Committee shallSince the submission of our most recent certification there have the authority to meet privately and to admit non-members individually by invitation.not been any divestments of securities of issuers that conduct or have direct investments in business operations in Sudan.
​
AmendedThis certification relates solely to the Designated Series named above and Restated: November 15, 2010may not be relied upon by any other fund or entity.
A-4A-21
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[MISSING IMAGE: t1500048_pc1.jpg]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]
[Name of Authorized Signer]
[Title of Authorized Signer]		​​Date​
A-22
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SCHEDULE F
DESIGNATED SERIES
Virtus International Series
A-23
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EVERY CONTRACT OWNER’S VOTE IS IMPORTANT VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-866-298-8476 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date this Voting Instruction Card and return in the postage-paid envelope VOTE IN PERSON Attend Shareholder Meeting 100 Pearl Street Hartford CT, 06103 on February 20, 2015 EASYIMPORTANTEASY VOTING OPTIONS:Please detach at perforation before mailing. VOTINGmailing.VOTING INSTRUCTION CARD VIRTUS INTERNATIONAL SERIES VOTING INSTRUCTION CARDVIRTUS VARIABLE INSURANCE TRUST VOTING INSTRUCTION CARD SPECIALTRUSTSPECIAL MEETING OF SHAREHOLDERS TOSHAREHOLDERSTO BE HELD ON FEBRUARY 20, 2015 INSURANCEOCTOBER 28, 2015INSURANCE COMPANY DROP IN TheINThe above-referenced insurance company (the “Company”) is using this Voting Instruction Card to solicit voting instructions from its contract owners whoownerswho hold unit values in a separate account of the
Company that invests in the Virtus Variable Insurance Trust (the “Trust”). The.The undersigned contract owner instructs the Company to vote, at the Special Meeting of Shareholders and at any adjournments or postponements thereof  (the “Meeting”(the“Meeting”), all shares of the Trust attributable to his or her contract or interest in the relevant separate account as directed below. The undersigned acknowledges receiptacknowledgesreceipt of the Virtus Variable Insurance Trust Notice of Special Meeting of Shareholders and Proxy Statement. IfStatement.If you sign below but do not mark instructions, the Company will vote all shares of the Trust attributable to your account value FOR the proposals.proposal. If you failyoufail to return this Voting Instruction Card, the Company will vote all shares attributable to your account value in proportion to the timely voting instructionsvotinginstructions actually received from contract owners in the separate account. VOTEaccount.VOTE VIA THE INTERNET: www.proxy-direct.com VOTEwww.proxy-direct.comVOTE VIA THE TELEPHONE: 1-866-298-8476 Note:1- 8 66 - 2 9 8- 8 47 6Note: Please sign exactly as your name(s) appear(s) on this card. When signingWhensigning as attorney, executor, administrator, trustee, guardian or as custodianascustodian for a minor, please sign your name and give your full title as such.assuch. If signing on behalf of a corporation, please sign the full corporate namecorporatename and your name and indicate your title. If you are a partner signing forsigningfor a partnership, please sign the partnership name, your name and indicateandindicate your title. Joint owners should each sign these instructions. Pleaseinstructions.Please sign, date and return. Signaturereturn.Signature and Title, if applicable SignatureapplicableSignature (if held jointly)Date VIR_26356_010815-VI
​VIR_27070_090315-VIVOTE BY PHONECall 1-866-298-8476Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this VotingInstruction Card and return in thepostage-paid envelopeVOTE IN PERSONAttend Shareholder Meeting100 Pearl StreetHartford CT, 06103on October 28, 2015VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hours
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EVERY CONTRACT OWNER’S VOTE IS IMPORTANT ImportantIMPORTANTImportant Notice Regarding the Availability of Proxy Materials for the Virtus Variable Insurance Trust ShareholdersTrustShareholders Meeting to Be Held on February 20, 2015. TheOctober 28, 2015.The Proxy Statement for this meeting is available at https://www.proxy-direct.com/​vir-26356 IFvir-27070IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,YOU NEED NOT RETURN THIS VOTING INSTRUCTION CARD FUNDS FUNDS FUNDS Virtus Capital Growth Series Virtus Growth & Income Series Virtus International Series Virtus Multi-Sector Fixed Income Series Virtus Premium AlphaSector Series Virtus Real Estate Securities Series Virtus Small Cap Growth Series Virtus Small-Cap Value Series Virtus Strategic Allocation Series PleaseCARDPlease detach at perforation before mailing. PLEASEmailing.The Board of Trustees recommends a vote “FOR” the following proposal.PLEASE MARK A BOX BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES OF THE TRUST WHO
RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS. 1. Election of Trustees: 01. George R. Aylward 02. Thomas J. Brown 03. Roger A. Gelfenbien 04. John R. Mallin 05. Hassell H. McClellan 06. Philip R. McLoughlin 07. Geraldine M. McNamara INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below. 2.FOR AGAINST ABSTAIN1. To approve a proposal to permitSubadvisory Agreement between Virtus Investment Advisers, Inc. to hire and replace subadvisers or to modify subadvisory agreements without shareholder approval. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Virtus Capital Growth Series 02 Virtus Growth & Income Series 03 Virtus International Series 04 Virtus Multi-Sector Fixed Income Series 05 Virtus Premium AlphaSector Series 06 Virtus Real Estate Securities Series 07 Virtus Small Cap Growth Series 08 Virtus Small-Cap Value Series 09 Virtus Strategic Allocation Series 3.Euclid Advisors LLC. 2. To consider and act upon any other business as may properly come before the meeting and any adjournments thereof. WEanyadjournments thereof.WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED VOTING INSTRUCTION CARD PROMPTLY VIR_26356_010815-VI
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EVERY SHAREHOLDER’S VOTE IS IMPORTANT EASYIMPORTANTEASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE IN PERSON Attend Shareholder Meeting 100 Pearl Street Hartford CT, 06103 on February 20, 2015 Please detach at perforation before mailing. PROXYmailing.PROXY VIRTUS INTERNATIONAL SERIES PROXYVIRTUS VARIABLE INSURANCE TRUST PROXY SPECIALTRUSTSPECIAL MEETING OF SHAREHOLDERS TOSHAREHOLDERSTO BE HELD ON FEBRUARY 20, 2015 THISOCTOBER 28, 2015THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES. The undersigned shareholder of the Trust hereby appoints Jennifer S. Fromm, Ann Flood and Stephanie BentonFloodand Gina Palmieri 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 uponactupon all matters (unless and except as expressly limited below) at the Special Meeting of Shareholders of the Trust to be held at 10:2:00 a.m.p.m. Eastern Time on February 20,October28, 2015 at the offices of Virtus Investment Partners, Inc. at 100 Pearl Street, Hartford, Connecticut 06103, notice of which meeting and the Proxy Statement enclosedStatementenclosed 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 Trust for whichforwhich 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 ifpossessif 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 aremeetingare hereby revoked.revoked.Receipt of the Notice of the Special Meeting and the accompanying Proxy Statement is hereby acknowledged. The shares represented hereby will be votedbevoted as indicated or FOR the ProposalsProposal if no choice is indicated. Note:indicated.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1- 8 00 - 3 3 7- 3 50 3Note: Please sign exactly as your name(s) appear(s) on this card. When signingWhensigning as attorney, executor, administrator, trustee, guardian or as custodianascustodian for a minor, please sign your name and give your full title as such.assuch. If signing on behalf of a corporation, please sign the full corporate namecorporatename and your name and indicate your title. If you are a partner signing forsigningfor a partnership, please sign the partnership name, your name and indicateandindicate your title. Joint owners should each sign these instructions. Pleaseinstructions.Please sign, date and return. Signaturereturn.Signature and Title, if applicable SignatureapplicableSignature (if held jointly)Date VIR_26356_011415
​VIR_27070_090315VOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Cardand return in the postage-paidenvelopeVOTE IN PERSONAttend Shareholder Meeting100 Pearl StreetHartford CT, 06103on October 28, 2015VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hours
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EVERY SHAREHOLDER’S VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Virtus Variable Insurance Trust Shareholders Special Meeting to Be Held on February 20, 2015. The Proxy Statement for this meeting is available at https://www.proxy-direct.com/​vir-26356 IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS PROXY CARD FUNDS FUNDS FUNDS Virtus Capital Growth Series Virtus Growth & Income Series Virtus International Series Virtus Multi-Sector Fixed Income Series Virtus Premium AlphaSector Series Virtus Real Estate Securities Series Virtus Small Cap Growth Series Virtus Small-Cap Value Series Virtus Strategic Allocation Series Please detach at perforation before mailing. PLEASE MARK A BOX BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES OF THE TRUST WHO RECOMMENDS A VOTE
“FOR” EACH OF THE PROPOSALS. 1. Election of Trustees: 01. George R. Aylward 02. Thomas J. Brown 03. Roger A. Gelfenbien 04. John R. Mallin 05. Hassell H. McClellan 06. Philip R. McLoughlin 07. Geraldine M. McNamara INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below. 2. To approve a proposal to permit Virtus Investment Advisers, Inc. to hire and replace subadvisers or to modify subadvisory agreements without shareholder approval. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Virtus Capital Growth Series 02 Virtus Growth & Income Series 03 Virtus International Series 04 Virtus Multi-Sector Fixed Income Series 05 Virtus Premium AlphaSector Series 06 Virtus Real Estate Securities Series 07 Virtus Small Cap Growth Series 08 Virtus Small-Cap Value Series 09 Virtus Strategic Allocation Series 3. To consider and act upon any other business as may properly come before the meeting and any adjournments thereof. WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY VIR_26356_011415
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