Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Registration Nos. 811-04642 and 033-05033
(Name of Registrant as Specified in Its Charter/Declaration of Trust)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| | | Virtus Variable Insurance Trust One Financial Plaza Hartford, CT 06103 | | | Toll Free 800-367-5877 Virtus.com | |
President, Virtus Variable Insurance Trust
(formerly VIRTUS DUFF & PHELPS INTERNATIONAL SERIES)
A SERIES OF VIRTUS VARIABLE INSURANCE TRUST
Hartford, CT 06103
Secretary
Virtus Variable Insurance Trust
| Registration | | | Valid Signature | |
| Corporate Accounts | | | | |
| (1) ABC Corp. | | | ABC Corp. | |
| (2) ABC Corp. | | | John Doe, Treasurer | |
| (3) ABC Corp. c/o John Doe, Treasurer | | | John Doe | |
| (4) ABC Corp. Profit Sharing Plan | | | John Doe, Trustee | |
| Trust Accounts | | | | |
| (1) ABC Trust | | | Jane B. Doe, Trustee | |
| (2) Jane B. Doe, Trustee u/t/d 12/28/78 | | | Jane B. Doe | |
| Custodial or Estate Accounts | | | | |
| (1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA | | | John B. Smith | |
| (2) Estate of John B. Smith | | | John B. Smith, Jr., Executor | |
(formerly VIRTUS DUFF & PHELPS INTERNATIONAL SERIES)
A SERIES OF VIRTUS VARIABLE INSURANCE TRUST
Hartford, CT 06103
(800) 367-5877
Name | | | Principal Occupation At Sustainable Growth Advisers, LP | |
George P. Fraise | | | Founding Principal & Executive Committee Member | |
Gordon M. Marchand | | | Founding Principal & Executive Committee Member | |
Robert L. Rohn | | | Founding Principal & Executive Committee Member | |
Daniel Callaway | | | Chief Compliance Officer and General Counsel | |
Peter Seuffert | | | Chief Operating Officer | |
Name | | | Total Assets Under Management (as of May 31, 2019) | | | Subadvisory Fee | |
Virtus Asset Trust – SGA International Growth Fund | | | $104.4 million | | | 50% of the net advisory fee | |
DPIM | | | Subadviser | |
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. 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. The Series will primarily hold securities of companies listed on a foreign securities exchange or quoted on an established foreign over-the-counter market, or American Depository Receipts (ADRs). 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 | | | The Series will invest in securities of issuers located throughout the world. Under normal circumstances, the Series will invest at least 80% of its assets in equity securities of issuers organized, headquartered or doing a substantial amount of business outside the U.S. As of the date of this prospectus, the Series’ subadviser, Sustainable Growth Advisers, LP (“SGA”), considers an issuer that has at least 50% of its assets or derives at least 50% of its revenue from business outside the U.S. as doing a substantial amount of business outside the U.S. The Series’ policy of investing 80% of its assets in foreign equity securities may be changed only upon 60 days’ written notice to shareholders. SGA uses an investment process to identify companies that it believes have a high degree of predictability, strong profitability and above average earnings and cash flow growth. SGA selects investments for the Series’ portfolio that it believes have superior long-term earnings prospects and attractive valuation. SGA may also consider certain environmental, social, and governance (“ESG”) factors, in addition to including the use of analysis and rankings from third-party ESG research providers. The Series’ equity investments may include common stocks, preferred stocks, securities convertible into or | |
DPIM | | | Subadviser | |
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. 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 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 | | | exchangeable for common stocks, and depositary receipts. The Series may invest in companies of all market capitalizations. The Series will allocate its assets among various regions and countries, including emerging markets. From time to time, the Series may have a significant portion of its assets invested in the securities of companies in only a few countries or regions. Although the Series seeks investments across a number of sectors, from time to time, the Series may have significant positions in particular sectors. SGA will sell a portfolio holding when it believes the security’s fundamentals deteriorate, its valuation is no longer attractive, or a better investment opportunity arises. The Series’ investment objective is non-fundamental, which means it may be changed without shareholder approval. | |
DPIM | | | Subadviser | |
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. The Series’ investment objective is non-fundamental, which means it may be changed without shareholder approval. | | | | |
| | Name and Address | | | | Class | | | | Shares | | | | Percentage of Class Outstanding (%) | | | ||||||
| | PHL VARIABLE INSURANCE CO PHL VIC C/O PETER HOSNER 31 TECH VALLEY DR EAST GREENBUSH NY 12061-4134 | | | | A | | | | | | 8,995,134.76 | | | | | | | 68.84% | | | |
| | PHOENIX LIFE INSURANCE CO PLIC C/O PETER HOSNER 31 TECH VALLEY DR EAST GREENBUSH NY 12061-4134 | | | | A | | | | | | 3,863,167.38 | | | | | | | 29.56% | | | |
| | VIRTUS PARTNERS INC ATTN DAVID G HANLEY ONE FINANCIAL PLAZA HARTFORD CT 06103-4500 | | | | I | | | | | | 8,318.35 | | | | | | | 100% | | | |
| | | | | ||||
| | | | Name: | | | Jennifer S. Fromm | |
| | | | Title: | | | Vice President, Chief Legal Officer and Secretary Virtus Variable Insurance Trust | |
Virtus SGA International Growth Series
301 Tresser Blvd.
Suite 1310
Stamford, CT 06901
Virtus Investment Advisers, Inc.
One Financial Plaza
Hartford, Connecticut 06103
Attn: Jennifer Fromm
Telephone: (860) 263-4790
Facsimile: (860) 241-1005
E-mail: jennifer.fromm@virtus.com
Sustainable Growth Advisers, LP
301 Tresser Blvd.
Suite 1310
Stamford, CT 06901
Attn: Daniel Callaway
Telephone: (203) 348-4742, Ext. 160
Facsimile:
E-mail: dcallaway@sgadvisers.com
Title:
Title:
Title:
| SCHEDULES: | | | A. | | | Operational Procedures | |
| | | | B. | | | Record Keeping Requirements | |
| | | | C. | | | Fee Schedule | |
| | | | D. | | | Subadviser Functions | |
| | | | E. | | | Form of Sub-Certification | |
| | | | F. | | | Designated Series | |
| | | | | |
| [Name of Subadviser] | | | Date | |
| [Name of Authorized Signer] | | | | |
| [Title of Authorized Signer] | | | | |
PROXY TABULATOR P.O. BOX 9112 FARMINGDALE, NY 11735 To vote by Internet 1) Read the Proxy Statement and have the proxy card below at hand. 2) Go to website www.proxyvote.com 3) Follow the instructions provided on the website. To vote by Telephone 1) Read the Proxy Statement and have the proxy card below at hand. 2) Call 1-800-690-6903 3) Follow the instructions. To vote by Mail 1) Read the Proxy Statement. 2) Check the appropriate box on the proxy card below. 3) Sign and date the proxy card. 4) Return the proxy card in the envelope provided. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E81876-Z75375 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY 1. APPROVAL OF A SUBADVISORY AGREEMENT BY AND AMONG THE TRUST, VIRTUS INVESTMENT ADVISERS, INC. AND SUSTAINABLE GROWTH ADVISERS, LP. FOR AGAINST ABSTAIN PLEASE DATE AND SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED IN MORE THAN ONE NAME, ALL PARTICIPANTS SHOULD SIGN THIS VOTING INSTRUCTION CARD; BUT IF ONE PARTICIPANT SIGNS, THIS SIGNATURE BINDS THE OTHER PARTICIPANT(S). WHEN SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON. Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice and Proxy Statement is available at www.proxyvote.com E81877-Z75375 VOTING INSTRUCTION CARD Virtus Variable Insurance Trust The undersigned, being the owner of a variable annuity contract or variable life insurance policy (each one a "Contract" and together "Contracts") issued by of one of a number of participating insurance companies (each an "Insurance Company" and, collectively, the "Insurance Companies"), hereby instructs the Insurance Company to cause the shares of the Trust allocable to Contract Owner's account identified on this Voting Instruction Card, to be voted at the Special Meeting of Shareholders of the Trust to be held at 10:00 a.m. Eastern Time on July 30, 2019, at the offices of Virtus Investment Partners, Inc. at One Financial Plaza, Hartford, Connecticut 06103, and at any and all adjournments or postponements thereof, in the manner directed on the reverse with respect to the matters described in the notice and accompanying Proxy Statement for said meeting which have been received by the undersigned. The voting instruction will be voted as marked. IF NOT MARKED, THIS VOTING INSTRUCTION WILL BE VOTED "FOR" THE PROPOSAL. If you do not provide voting instructions or this Voting Instruction Card is not returned properly executed, your votes will be cast by the Insurance Company on behalf of the pertinent separate account in the same proportion as it votes shares held by those separate accounts for which it has received instructions. THE PROXY FOR WHICH VOTING INSTRUCTIONS ARE BEING REQUESTED IS BEING SOLICITED BY THE BOARD OF TRUSTEES OF THE TRUST WHO RECOMMENDS YOU PROVIDE VOTING INSTRUCTIONS "FOR" THE PROPOSAL.
PROXY TABULATOR P.O. BOX 9112 FARMINGDALE, NY 11735 To vote by Internet 1) Read the Proxy Statement and have the proxy card below at hand. 2) Go to website www.proxyvote.com 3) Follow the instructions provided on the website. To vote by Telephone 1) Read the Proxy Statement and have the proxy card below at hand. 2) Call 1-800-690-6903 3) Follow the instructions. To vote by Mail 1) Read the Proxy Statement. 2) Check the appropriate box on the proxy card below. 3) Sign and date the proxy card. 4) Return the proxy card in the envelope provided. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E81931-S87401 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY 1. APPROVAL OF A SUBADVISORY AGREEMENT BY AND AMONG THE TRUST, VIRTUS INVESTMENT ADVISERS, INC. AND SUSTAINABLE GROWTH ADVISERS, LP. FOR AGAINST ABSTAIN PLEASE DATE AND SIGN EXACTLY AS YOUR NAME APPEARS HEREON. CORPORATE PROXIES SHOULD BE SIGNED BY AN AUTHORIZED OFFICER Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice and Proxy Statement is available at www.proxyvote.com. E81931-S87401 PROXY PROXY VIRTUS VARIABLE INSURANCE TRUST SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 30, 2019 The undersigned shareholder of the Trust hereby appoints Jennifer S. Fromm, Ann Flood and Kevin J. Carr and any and each of them, proxies of the undersigned, with power of substitution to each, for and in the name of the undersigned to vote and act upon all matters (unless and except as expressly limited below) at the Special Meeting of Shareholders of the Trust to be held at 10:00 a.m. Eastern Time on July 30, 2019 at the offices of Virtus Investment Partners, Inc. at One Financial Plaza, Hartford, Connecticut 06103, notice of which meeting and the Proxy Statement enclosed with the same have been received by the undersigned, or at any and all adjournments or postponements thereof, with respect to all shares of the Trust for which the undersigned is entitled to vote or with respect to which the undersigned would be entitled to vote or act, with all the powers the undersigned would possess if personally present voting with respect to the specific matters set forth on the reverse. Any proxies heretofore given by the undersigned with respect to said meeting are hereby revoked. THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES OF THE TRUST WHO RECOMMENDS A VOTE "FOR" THE PROPOSAL. SPECIFY DESIRED ACTION BY CHECK MARK IN THE APPROPRIATE SPACE. IN THE ABSENCE OF SUCH SPECIFICATION, THE PERSONS NAMED AS PROXIES HAVE DISCRETIONARY AUTHORITY, WHICH THEY INTEND TO EXERCISE BY VOTING SHARES REPRESENTED BY THIS PROXY IN FAVOR OF THE PROPOSAL.