SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.__)

Filed by the Registrant                     x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

x  Preliminary Proxy Statement

¨  Confidential, for Use of the Commission Only

(as permitted by Rule 14a-6(e)(2))

¨  Definitive Proxy Statement

Definitive additional materials

Soliciting material pursuant to Rule 14a-12

Virtus Variable Insurance Trust

Registration Nos. 811-04642 and 033-0503333-05033

(Name of Registrant as Specified in Its Charter/Declaration of Trust)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

x  No fee required.

¨  Fee paid previously with preliminary materials.

¨  Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

VIRTUS VARIABLE INSURANCE TRUST

100 Pearl StreetVirtus Variable Insurance Trust

Hartford, CT 06103

_____________, 2015(the “Trust”)

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 one of a number of participating insurance companies (each an “Insurance Company” and, collectively, the “Insurance Companies”). Shares of one or more series of Virtus Variable Insurancethe 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, including shares of Virtus International Series (the “Series”).Contract.

As record ownerThe Trust, and each of the Series’ shares, the Insurance Companies have been asked by the Trust’s Board of Trustees to approveits series, will hold 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 aspecial meeting of its shareholders at [                ][a.]/[p.]m. Eastern time, on [                ], 2022 (the “Meeting”). The Meeting has been scheduled as a virtual meeting at which no one will be allowed to consider approval of the proposal.attend in person. As you may know, your Contract gives you the right to instruct the Insurance Company on how to vote the shares of the Serieseach series that areis attributable to your Contract at any meeting of the Series’ shareholders at which shareholders are being asked to vote.Contract. 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.Meeting. After you have given us instructions, you have the right to revoke those instructions prior to or at the meeting of shareholders.Meeting.

I encourage you to take the time to read the enclosed proxy statement and cast your ballot for a special meetingthe Meeting of shareholders of the Virtus Duff & Phelps Real Estate Securities Series, to be held on October 28, 2015. Your vote is vital toVirtus KAR Capital Growth Series, Virtus KAR Equity Income Series, Virtus KAR Small-Cap Growth Series, Virtus KAR Small-Cap Value Series, Virtus Newfleet Multi-Sector Intermediate Bond Series, Virtus SGA International Growth Series and Virtus Strategic Allocation Series (individually and collectively, the outcome of the proposal that is being presented by the Board of Trustees“Series”) of the Trust.

Proposal details are includedAs record owner of the Series’ shares, the Insurance Companies have been asked by the Trust’s board of trustees (“Trustees”) to vote on the following proposals, as described in the enclosed Proxy Statement, which also provides answers to questions about the proposal, the voting process and the shareholder meeting.Statement:

The Board1.To be voted on by all shareholders of the Trust, voting together: To elect seven Trustees of the Trust, has carefully assessedas described in the attached Proxy Statement;

2.To be voted on by all shareholders of each Series, voting separately by each such Series: To approve a proposal authorizing Virtus Investment Advisers, Inc. to hire, terminate and replace affiliated (both wholly-owned and partially-owned) and unaffiliated subadvisers for that Series or to materially modify subadvisory agreements for that Series without shareholder approval, and to permit that Series to disclose advisory and subadvisory fee information in an aggregated manner, as described in the attached Proxy Statement;

3.To consider and act upon such other matters as may properly come before the Meeting and any adjourned or postponed session thereof.

The Trustees of the Trust unanimously recommends that shareholders vote FOR the proposal. To confirm the Board of Trustees’ recommendations, please vote FOR the proposal on the enclosed voting instruction form.Proposals specified above.

YourThe Trustees of the Trust have fixed the close of business on April [  ], 2022, as the record date for the determination of shareholders entitled to notice of, and to vote at, the Meeting or any adjournment or postponement thereof. This proxy is important. Please take a moment after reviewingbeing solicited on behalf of the enclosed materialsTrustees of the Trust.

[     ], 2022

YOUR VOTE IS IMPORTANT

It is important that your shares be represented at the Meeting by virtual presence or by proxy, no matter how many shares you own. If you do not expect to provide us withattend the Meeting, then please give your voting instructions. Please follow the steps on the enclosed voting instruction form(s) to instruct usinstructions by internet, orby touch-tone telephone, or by marking, dating and signing the enclosed proxy card and returning it in the prepaid envelope enclosed for your convenience to ensure that your shares are represented. Please give your voting instructions or submit your proxy card promptly in order to avoid any additional costs of further proxy solicitations and in order for the Meeting to be held as scheduled.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON [ ], 2022

This Proxy Statement and the accompanying Notice of Special Meeting of Shareholders are available at the website listed on your proxy card. In addition, Contract Owners can find important information about each Series in its Annual Report, dated December 31, 2021, including financial reports for the fiscal year ended December 31, 2021, and in such Series’ Semi-Annual report, dated June 30, 2021. The Series’ Annual Report and Semi-Annual Report are available, without charge, upon request by calling 1-800-367-5877. Copies also can be obtained free of charge from the SEC’s website at www.sec.gov and the Series’ website at www.virtus.com.

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,

George R. Aylward

President

VIRTUS INTERNATIONAL SERIES

A SERIES OF VIRTUS VARIABLE INSURANCE TRUST

(the “Trust”)

100 Pearl Street

One Financial Plaza

Hartford, CT 06103

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be held on October 28, 2015[                ], 2022

To owners of variable annuity contractscontract or variable life insurance policiespolicy (each one a “Contract” and, together, “Contracts”) issued by a separate account (each one a “Separate Account” and, together, “Separate Accounts”) of one of a number of participating insurance companies (each an “Insurance Company” and, collectively, the “Insurance Companies”) entitled to give voting instructions in connection with a separate accountSeparate Account of an Insurance Company.

NOTICE IS HEREBY GIVEN THAT a special meeting of the Shareholdersshareholders of the Virtus Duff & Phelps Real Estate Securities Series, Virtus KAR Capital Growth Series, Virtus KAR Equity Income Series, Virtus KAR Small-Cap Growth Series, Virtus KAR Small-Cap Value Series, Virtus Newfleet Multi-Sector Intermediate Bond Series, Virtus SGA International Growth Series and Virtus Strategic Allocation Series (individually and collectively, the “Series”) of the Virtus International Series (the “Series”) of Virtus Variable Insurance Trust, (the “Trust”), a Delaware statutory trust, will be held on [                ], 2022 at the offices of Virtus Investment Partners, Inc., 100 Pearl Street, Hartford, Connecticut 06103, on October 28, 2015 at 2 p.m.[                ] [a.]/[p.]m. Eastern Time and any adjournments thereof (the “Meeting”). In light of public health concerns regarding the coronavirus outbreak, the Meeting with be held in a virtual meeting format only. To participate in the Meeting, shareholders must register in advance by visiting [                 ]. The Meeting will be held for the following purpose:purposes:

The Trust’s Board of Trustees recommends that shareholders of the Series vote to approve the proposal.

Certain separate accounts (each one a “Separate Account” and together “Separate Accounts”) of the Insurance CompaniesThe Separate Accounts 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 Ownersowners (each, a “Contract Owner” and together, the “Contract Owners”) of the Contracts having contract values allocated to a Separate Account invested in such shares. Each Insurance Company will vote all of itsthe shares of the Series held by a Separate Account in the same proportion (for, against or abstain)withheld) 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 OwnersContracts determining the vote with respect to thea proposal.

The Board of Trustees has fixed the close of business on September 8, 2015April [  ], 2022, as the Record Daterecord date for determination of shareholders entitled to notice of and to vote at the Meeting.

Whether or not you plan to attend the meeting, please vote your shares. As a Contract Ownerconvenience to our shareholders, you may now vote in any one of recordfour ways:

We encourage you to vote by telephone or through the close of business onInternet; have your proxy card in hand, and call the Record Date, you have the right to instruct the Insurance Company asnumber or go to the manner in whichwebsite and follow the instructions given there. Use of telephone or Internet voting will reduce the time and cost associated with this proxy solicitation. Whichever method you choose, please read the enclosed proxy statement carefully before you vote.

If you sign, date, and return the proxy card but give no voting instructions, your shares will be voted “FOR” the proposals above.

[                ], 2022

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.

By order of the Board of Trustees

Jennifer S. Fromm

Secretary

Virtus Variable Insurance Trust

___________, 2015

Shareholders who do not expect to attend the special meeting are requested to vote through the Internet or by telephone, or by the internet, orto complete, sign, date and return the accompanying voting instruction formproxy in the enclosed envelope, which needs no postage if mailed in the United States. Instructions for the proper execution of the proxy with respect to Internet or telephone voting instruction formare set forth on the proxy card. Instructions for signing proxy cards if mailing are set forth immediately following this notice or, with respect to telephone or internet voting, on the voting instruction form.notice. It is important that the voting instruction formproxy be returnedvoted promptly. After you have given us instructions, you have the right to revoke those instructions prior to or at the meeting of shareholders.

INSTRUCTIONS FOR SIGNING VOTING INSTRUCTION FORMSPROXY CARDS

The following general rules for signing voting instruction formsproxy cards 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 formproxy card properly.

Corporate Accounts

Trust Accounts

Custodial or Estate Accounts

VIRTUS INTERNATIONAL SERIES

A SERIES OF VIRTUS VARIABLE INSURANCE TRUST

100 Pearl StreetOne Financial Plaza

Hartford, CT 06103

(800) 367-5877

SPECIAL MEETING OF SHAREHOLDERS

To be held on October 28, 2015[                ], 2022

PROXY STATEMENT

This Proxy Statement (the “Proxy Statement”) is being furnished on behalfin connection with the solicitation of proxies by the Board of Trustees (the “Board” or “Trustees”) of the Virtus Variable Insurance Trust (the “Trust”), a Delaware statutory trust, by 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 andcontract or variable life insurance policiespolicy (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 Duff & Phelps Real Estate Securities Series, Virtus KAR Capital Growth Series, Virtus KAR Equity Income Series, Virtus KAR Small-Cap Growth Series, Virtus KAR Small-Cap Value Series, Virtus Newfleet Multi-Sector Intermediate Bond Series, Virtus SGA International Growth Series (theand Virtus Strategic Allocation Series (individually and collectively, 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 theone or more Series. For simplicity, in this Proxy Statement:

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 the Series (the “Meeting”). The Meeting is to be held on October 28, 2015 at 2 p.m. Eastern time, at the offices of Virtus Investment Partners, Inc. at 100 Pearl Street, Hartford, Connecticut 06103, for the purpose set forth below and in the accompanying Notice of Special Meeting. This Proxy Statement and its enclosures are being mailed to shareholders of the Series beginning on or about September 28, 2015, or as soon as practicable thereafter. Shareholders of record at the close of business on September 8, 2015 (the “Record Date”) are entitled to vote on the proposals, as set forth below.

At the Meeting, shareholders will be asked:

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”) 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 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 proposal in this Proxy Statement applies to shareholders of Virtus International Series.

Virtus Investment Advisers, Inc. (“VIA” or the “Adviser”) currently serves as the investment adviser to the 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,One Financial Plaza, Hartford, Connecticut 06103.

A copyCopies of the Series’Trust’s most recent annual and/or semi-annual reports isare available free of charge via the Internet at www.virtus.com, by calling 800-367-5877 or by calling 800-367-5877.writing to the Trust at One Financial Plaza, Hartford, Connecticut 06103. A copy of this proxy statement is also available via the Internet at the Internet address provided on the voting instructionproxy card.

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 October 28, 2015.[                ], 2022. The Board has called the Meeting to consider the mattermatters 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 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 September 8, 2015April [  ], 2022 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting. AsThe number of shares outstanding on the record date, the following shares and classes of the Series were outstanding and entitledRecord Date is listed on Appendix B attached to vote: Class A — 14,742,963.589 and Class I — 5,974.463.this Proxy Statement.

[The Trustees and current executive officers of the Trust beneficially own, directly or indirectly, less than 1% of the shares of anythe 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 October 27, 2015[      ], 2022 or by virtual attendance at the Meeting.

Each sharedollar of beneficial interestnet asset value of the Series is entitled to one vote. Fractional sharesdollars of net asset value 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 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 (33⅓%(33 1∕3%) of the outstanding shares of the Series entitled to vote will constitute a quorum for the transaction of business at the Meeting. Approval of the proposal

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 the 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. Record Holders presentOwners 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. If the necessary quorum to transact business or the vote required to approve the proposal is not obtained at the Meeting, the chairperson of the Meeting may adjourn the meeting for various reasons including the following: (1) insufficient votes are cast in favorMeeting to permit further solicitation of a proposal to approve the proposal, or (2) the Insurance Companies receive voting instructions from so few Contract Ownersif the chairperson determines that they cannotan adjournment and further solicitation is reasonable and in good faith vote sharesthe interest of shareholders. In determining whether to adjourn the Meeting, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to shareholders with respect to the reasons for which instructions are not received in proportion to those for which instructions are received.the solicitation. Neither the 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. Persons named as proxies may propose adjournmentOwners, unless a new record date is set for the determination of the Meeting in ordershareholders entitled to solicit additional votes for anynotice of the proposalsand to be voted onvote 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 (3) remaining shares, in favor or against adjournment in proportion to the shares voted pursuant to instructions.Meeting.

The Series will bear all of the expenses of soliciting voting instructions. The anticipated cost of such solicitation services is approximately $[      ]. 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 September 28, 2015.[       ], 2022.

BOARD OF TRUSTEES RECOMMENDATION

The Board of Trustees met on September 3, 2015 March 2, 2022, in a virtual meeting format in light of public health concerns regarding the spread of COVID-19, to discuss the proposalproposals 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 proposal. proposals. The Board recommends that you vote “FOR” each of the proposalnominees named in Proposal 1 and “FOR” Proposal 2 contained in this Proxy Statement.

PROPOSAL 1: APPROVALTO ELECT SEVEN TRUSTEES

TO THE BOARD OF THE SUBADVISORY AGREEMENTTRUSTEES

WITH EUCLID ADVISORS LLC

It is proposed that the seven nominees described herein (the “Nominees”), four of whom currently serve as Trustees of the Trust, be elected to the Board at the Meeting. If elected, the seven Nominees would join five current Trustees who were previously elected to the Board of each Trust by shareholders, and would constitute a full Board of twelve Trustees. Trustees would serve until their successors have been duly elected and qualified or until their earlier death, resignation, retirement or removal. The Agreement and Declaration of Trust (“Declaration of Trust”) of each Trust does not require the annual election of Trustees. Further, the Declarations of Trust provide 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 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 Trust’s most recent fiscal year, the Board met five times in regularly scheduled meetings and five 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, 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." All of the Nominees, if elected, will be considered non-interested with respect to the Trust’s Adviser, subadvisers and underwriter, or any of their affiliates.

At the meeting held on March 2, 2022, the Governance and Nominating Committee of the Board determined to recommend to the full Board the Nominees described below for election to the Board. Acting on that recommendation, the Board approved those nominations and called a meeting of shareholders to allow shareholders of the Trust to vote on the election of the Nominees. If elected, any newly elected Trustees will join the Trust’s Board shortly after being elected.

With regard to the current Trustees, Ms. McNamara and Messrs. Aylward, Burke, Mallin, and McLoughlin have previously been elected as such by shareholders at a shareholder meeting held on October 31, 2006, with respect to Ms. McNamara and Mr. McLoughlin, and on May 19, 2016, with respect to Messrs. Aylward, Burke, and Mallin, and they will remain as Trustees of the Trust. With regard to the Nominees, Ms. McDaniel, Dr. Harris and Messrs. Walton and Zino were appointed to the Board by the then-existing Trustees of the Board, but have not been elected as such by shareholders. Mses. Cogan and DeCotis and Mr. Drummond, who do not currently serve as Trustees for the Trust, are also Nominees. However, each has served as an Advisory Board Member of the Trust since February 1, 2021 and also currently serves as a Director/Trustee of open-end and closed-end funds managed by an affiliate of Virtus.

The persons named in 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 elected and the selection and qualification of their successors.

The following table sets forth the names, ages, principal occupations and other information relating to the Trustees and Nominees. Unless otherwise noted, the address of each Trustee and Nominee is c/o [Virtus Trust name], One Financial Plaza, Hartford, Connecticut 06103. There is no stated term of office for Trustees.

Independent Nominees

Independent Trustees

Interested Trustee

Mr. Aylward is an “interested person” as defined in the Investment Company Act of 1940, by reason of his position as President and Chief Executive Officer of Virtus, Investment Advisers,the ultimate parent company of the Adviser, and various positions with its affiliates including the Adviser.

Officers of the Trust Who Are Not Trustees

The Board and Oversight Function. 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 overseeing 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 at regularly scheduled meetings five 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 discussed below, the Board has established several committees to assist the Board in performing its oversight responsibilities, and each such committee has a chairperson. The current Board has four standing committees: Audit Committee, Compliance Committee, Governance and Nominating Committee, and Executive Committee. Although each committee is composed exclusively of Independent Trustees, any interested Trustee may also attend the committee meetings. The Board may also designate working groups or ad hoc committees as it deems appropriate. 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.

The Board has appointed Mr. McLoughlin, an Independent Trustee, to serve in the role of Chairman. 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 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. (the “Adviser” or “VIA”) serves(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.

Committees of the Board

The 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, and the independent audit process. The Audit Committee is composed entirely of Independent Trustees; its members are Connie D. McDaniel (Chairperson), Donald C. Burke, John R. Mallin and Brian T. Zino. If elected, Ms. DeCotis would also serve on the Committee. The Committee met seven times during the Trust’s last fiscal year.

The Compliance Committee. The Compliance Committee is responsible for overseeing the Series’ compliance matters. The Compliance Committee oversees and reviews (1) information provided by the Series’ officers, including the Series’ CCO, the Series’ investment adviser and other principal service providers, and others as appropriate; (2) the codes of ethics; (3) whistleblower reports; and (4) distribution programs. The Compliance Committee is composed entirely of Independent Trustees; its members are Geraldine M. McNamara (Chairperson), Sidney E. Harris, and R. Keith Walton. If elected, Ms. Cogan and Mr. Drummond would also serve on the Committee. The Committee met seven times during the Trust’s last fiscal year.

The Executive Committee. The function of the Executive Committee is to serve as a delegate of the full Board, as well as act on behalf of the Board when it is not in session, subject to limitations as set by the Board. The Executive Committee is composed entirely of Independent Trustees; its members are Philip R. McLoughlin (Chairperson), Donald C. Burke, Sidney E. Harris and Brian T. Zino. If elected, Ms. DeCotis would also serve on the Committee. The Committee met six times during the Trust’s last fiscal year.

The Governance and Nominating Committee. The Governance and Nominating Committee is responsible for developing and maintaining governance principles applicable to the Series, pursuantfor 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 Brian T. Zino (Chairperson), Sidney E. Harris, Philip R. McLoughlin and R. Keith Walton. If elected, Ms. Cogan would also serve on the Committee. The Committee met eight 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 candidate 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 shareholder or shareholder group submitting a nomination must hold either individually or in the aggregate for at least one full year as of the date of nomination 5% of the shares of a series of the Trust, among other qualifications and restrictions. Shareholders or shareholder groups submitting nominees must comply with all requirements set forth in the Trust’s policy for consideration of Trustee nominees recommended by shareholders and any such submission must be in writing, directed to the attention of the Governance and Nominating 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 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.

Board Conclusion on Experience, Qualifications, Attributes and Skills of Trustees/Nominees

The Governance and Nominating Committee of the Board, 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 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. The Board noted that Ms. McDaniel, Dr. Harris and Messrs. Walton and Zino are each currently serving as Trustees on the Board. Additionally, the Board noted that Mses. Cogan and DeCotis and Mr. Drummond serve on a separate Board of Directors that oversees open-end funds and of closed-end funds managed by an affiliated investment adviser, which also shares certain service providers with the Trust. The Board believes that the familiarity and knowledge by the Nominees of the common investment adviser and the Virtus organization provide benefits and efficiencies in the governance process of the Trust. 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 Funds 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 Adviser, certain Funds’ subadvisers, the Distributor and the Administrator to the Trust, and various of their affiliates, 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 director/trustee of several open-end and closed-end funds managed by the Adviser and its affiliates.

Donald C. Burke

Mr. Burke has extensive financial and business experience in the investment management industry. He was employed by BlackRock, Inc. (2006 to 2009) and Merrill Lynch Investment Managers (1990 to 2006) where he held a number of roles including Managing Director and President and Chief Executive Officer of the BlackRock U.S. mutual funds. In this role, Mr. Burke was responsible for the accounting, tax and regulatory reporting requirements for over 300 open and closed-end funds. He also served as a trustee for numerous global funds that were advised by BlackRock, Inc. Mr. Burke currently serves as a director and Audit Committee Chairman of Avista Corp., a public company involved in the production, transmission and distribution of energy. Mr. Burke started his career at Deloitte & Touche (formerly Deloitte Haskins & Sells) and is a certified public accountant. He has also served on a number of nonprofit boards. He is also a director/trustee of open-end and closed-end funds managed by Virtus affiliates.

Sarah E. Cogan

Ms. Cogan has substantial legal background and experience in the investment management industry. She was a partner at Simpson Thacher & Bartlett LLP, a large international law firm, in the corporate department for over 25 years and former head of the registered funds practice. She has extensive experience in oversight of investment company boards through her prior experience as counsel to the Independent Trustees of the series of Allianz Funds (now known as Virtus Investment Trust) and Allianz Funds Multi-Strategy Trust (now known as Virtus Strategy Trust) and as counsel to other independent trustees, investment companies and asset management firms. She is also a director/trustee of open-end and closed-end funds managed by Virtus affiliates.

Deborah A. DeCotis

Ms. DeCotis has substantial senior executive experience in the investment banking industry, having served as a Managing Director for Morgan Stanley. She has extensive board experience and/or experience in oversight of investment management functions through her experience as a trustee of Stanford University and Smith College and as a director of Armor Holdings and The Helena Rubinstein Foundation, Stanford Graduate School of Business. Ms. DeCotis is also a director/trustee of open-end and closed-end funds managed by Virtus affiliates.

F. Ford Drummond

Mr. Drummond has substantial legal background and experience in the oversight and management of regulated companies through his work as General Counsel of BMI Health Plans, a benefits administrator. He has substantial board experience in the banking sector as a director of BancFirst Corporation, Oklahoma’s largest state chartered bank, and as a former director of The Cleveland Bank. Mr. Drummond also previously served as a member and chairman of the Oklahoma Water Resources Board, which provides tax exempt financing for water infrastructure projects in the state. He is also a director/trustee of open-end and closed-end funds managed by Virtus affiliates.

Sidney E. Harris

Dr. Sidney Harris has extensive knowledge of best practices in executive management, familiarity with international business practices and expertise in corporate strategy implementation, risk management, technology, asset management compliance and investments. Dr. Harris is Dean Emeritus and, until recently, was a Professor at the J. Mack Robinson College of Business at Georgia State University. He was affiliated with the J. Mack Robinson College of Business from 1997 to 2021, including serving as Professor (1997 to 2014) and Dean (1997 to 2004). Most recently, Dr. Harris was Professor of Computer Information Systems, Management and International Business. Prior to joining Georgia State University, Dr. Harris was Professor (1987 to 1996) and former Dean (1991 to 1996) of the Peter F. Drucker Graduate School of Management at Claremont Graduate University (currently Peter F. Drucker and Masotoshi Ito Graduate School of Management). He served as Independent Trustee of the RidgeWorth Funds Board of Trustees (2004 to 2017) and as Independent Chairman (2007 to 2017). He served as a member of the RidgeWorth Funds Governance and Nominating Committee (2004 to 2017) and Audit Committee (2006 to 2017). Dr. Harris previously served on the Board of Transamerica Investors (1995 to 2005). Dr. Harris previously served as a Director of Total System Services, Inc. (1999 to 2019). He served on the Board of Directors of KIPP Metro Atlanta, served as Chairman of the International University of the Grand-Bassam (“IUGB”) Foundation (2012 to 2017), and serves on the Board of Directors of the IUGB Foundation (since 2012). Dr. Harris also serves as a Trustee of the Mutual Funds Directors Forum (since 2019). He is also a director/trustee of open-end and closed-end funds managed by Virtus affiliates.

John R. Mallin

Mr. Mallin is a real estate partner and 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. Mr. Mallin is also a trustee of several other open-end funds managed by Virtus affiliates.

Connie D. McDaniel

Ms. McDaniel, currently retired, has extensive domestic and international business experience, particularly with respect to finance, strategic planning, risk management and risk assessment functions. She is retired from The Coca-Cola Company, where she served as Vice President and Chief of Internal Audit, Corporate Audit Department (2009 to 2013), Vice President, Global Finance Transformation (2007 to 2009), Vice President and Controller (1999 to 2007), and held various management positions (1989 to 1999). While at The Coca-Cola Company, Ms. McDaniel chaired that company’s Ethics and Compliance Committee (2009 to 2013) and developed a knowledge of corporate governance matters. Prior to The Coca-Cola Company, she was associated with Ernst & Young (1980 to 1989). Ms. McDaniel served as Independent Trustee of the RidgeWorth Funds Board of Trustees from 2005 to 2017. She was Chairman of the RidgeWorth Funds Audit Committee (2008 to 2017), designated Audit Committee Financial Expert (2007 to 2017) and a member of the RidgeWorth Funds Governance and Nominating Committee (2015 to 2017). Ms. McDaniel also served as a Director of Total System Services, Inc. (2014 to 2019). She currently serves as a Director of Global Payments Inc. (since 2019) and as a Director of North Florida Land Trust (since 2021). Ms. McDaniel served as Chair of the Georgia State University Robinson College of Business Board of Advisors (2014 to 2016) and has served as a member of the Georgia State University Robinson College of Business Board of Advisors since 2011. Ms. McDaniel is also a director/trustee of open-end and closed-end funds managed by Virtus affiliates.

Philip R. McLoughlin

Mr. McLoughlin has an extensive legal, financial and asset management background. In 1971, he joined Phoenix Investment Partners, Ltd. (then, Phoenix Equity Planning Corp.), the predecessor of Virtus Investment Partners, Inc., as Assistant Counsel with responsibility for various compliance and legal functions. During his tenure, Mr. McLoughlin assumed responsibility for most functions in the firm’s advisory, broker-dealer and fund management operations, and eventually ascended to the role of President. Mr. McLoughlin then served as General Counsel, and later Chief Investment Officer, of Phoenix Mutual Life Insurance Company, the parent company of Phoenix Investment Partners. Among other functions, he served as the senior management liaison to the boards of directors of the insurance company’s mutual funds and closed-end funds, and had direct oversight responsibility for the funds’ portfolio managers. In 1994, Mr. McLoughlin was named Chief Executive Officer of Phoenix Investment Partners, and continued in that position, as well as Chief Investment Officer of Phoenix Mutual Life Insurance Company, until his retirement in 2002. He is also a director/trustee of open-end and closed-end funds managed by Virtus affiliates, including serving as the chairman of the board of several such funds.

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 director/trustee of open-end and closed-end funds managed by Virtus affiliates.

R. Keith Walton

Mr. Walton’s business and legal background, and his extensive service with other boards, provide valuable insight to the Board and its committees regarding corporate governance and best practices. He is an honors graduate of Yale University and the Harvard Law School. Mr. Walton was a Director of Systematica Investments Limited Funds (2006 to 2019) and a Director of BlueCrest Capital Management Funds (2006 to 2017). He is also a Partner at Global Infrastructure Partners (since 2006) and served as the Managing Director at Lafayette Square Holding Company LLC (2020 to 2021). Mr. Walton is also a director/trustee of open-end and closed-end funds managed by Virtus affiliates.

Brian T. Zino

Mr. Zino, currently retired, was employed by J. & W. Seligman and Co. Inc., a privately held New York City investment firm managing Closed End Investment Companies, a family of mutual funds, institutional accounts and operating a trust company (1982 to 2009). For the last 15 of those years, he served as president and CEO of Seligman. His extensive mutual fund, financial and business background and years of service as a director of a large non-affiliated family of both open- and closed-end funds bring valuable skills and business judgment to the Board and its committees. Mr. Zino is also a certified public accountant and has an extensive background in accounting matters relating to investment companies. He also served as a Director (1998 to 2009), Chairman (2002 to 2004) and Vice Chairman (2000 to 2002) on the board of the ICI Mutual Insurance Company and as a Member of the Board of Governors of ICI (1998 to 2008). Mr. Zino is also a director/trustee of open-end and closed-end funds managed by Virtus affiliates.

Compensation of Current Trustees

The Nominees who are currently Trustees or Advisory Board Members received the compensation set forth in Appendix C attached to this Proxy Statement. Mr. Aylward receives no compensation from the Trust.

Trustee/Nominee Ownership of Securities

Set forth in Appendix D attached to this Proxy Statement for each Trustee and Nominee is a dollar range of equity securities of the Trust, together with the aggregate dollar range of equity securities in certain registered investment companies, including the Trust, managed by VIA or an affiliate and held out to investors as related companies for purposes of investment and investor services (the "Virtus funds complex"), as of March 31, 2022.

Shareholder Communications with Board and Trustee Attendance at Annual Meetings of Shareholders

Any shareholder who wishes to send a communication to the Board should send the communication to the attention of the Trust’s Secretary at One Financial Plaza, 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 annual meetings 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.

Required Vote

All Nominees receiving a plurality of the votes cast by shareholders of the Trust 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.

PROPOSAL 2: APPROVAL OF A PROPOSAL TO PERMIT VIA TO
HIRE AND REPLACE SUBADVISERS OR TO MODIFY
SUBADVISORY AGREEMENTS WITHOUT
SHAREHOLDER APPROVAL, AND TO PERMIT THE SERIES TO DISCLOSE ADVISORY AND SUBADVISORY FEE INFORMATION IN AN AGGREGATED MANNER

(TO BE VOTED UPON BY SHAREHOLDERS OF EACH 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 of the Trust, 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 its 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 affiliated, whether partially or 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. The Trust further proposes that a Series be permitted to disclose advisory agreement betweenand subadvisory fee information in an aggregated manner.

For these purposes, an unaffiliated Subadviser is an investment subadviser for a 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”). A partially-owned Subadviser for a Series means a subadviser which is partially-owned (meaning an entity that owns or controls a portion of the equity of another entity, either directly or indirectly through other subsidiaries) by VIA, a sister company of VIA, which is itself wholly-owned by a company that wholly owns VIA (“Partially-Owned Subadviser”), or a parent company of VIA. Furthermore, a wholly-owned Subadviser for a Series means a subadviser which 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, which is itself wholly-owned by a company that wholly owns VIA (a “Wholly-Owned Subadviser”). Partially-Owned Subadvisers and Wholly-Owned Subadvisers together are “Affiliated Subadvisers.”

As described further below, VIA and the Trust currently have the authority, with respect to the Series, to hire, terminate or replace Wholly-Owned Subadvisers and Unaffiliated Subadvisers or materially amend subadvisory agreements with such Wholly-Owned Subadvisers or Unaffiliated Subadvisers without prior shareholder approval under the current exemptive order, and are seeking similar authority with respect to Partially-Owned Subadvisers.

The Current Applicable Exemptive Orders

VIA and the Trust have an exemptive order (the “First Order”) issued September 29, 2008, by the SEC that grants exemptions from certain provisions of the 1940 Act. Pursuant to the First Order, VIA may, with respect to a Series and 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 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. Within 90 days of the hiring of any new Unaffiliated Subadviser for the Series under the First Order, shareholders of the Series would be furnished with all information about the new subadviser that would have been in a proxy statement seeking shareholder approval of the new subadviser. However, the First Order does not permit the Trust or VIA, with respect to the Series, to enter into and materially amend subadvisory agreements with any subadvisers that are affiliated with the Trust or VIA without prior shareholder approval. In addition, the First Order does not permit the Series to disclose advisory fees paid by the Series to VIA and the subadvisory fees paid by VIA to Wholly-Owned Subadvisers for the Series on an aggregate basis, but rather must disclose the amounts paid to each individually.

Shareholders of all the Series approved the ability for VIA to rely on the First Order.

VIA and the Trust have also received an exemptive order (the “Enhanced Order”), issued October 25, 2016, by the SEC that supersedes the First Order and allows VIA and the Trust, subject to certain conditions and with the approval of the Board, to do the following without obtaining prior approval from shareholders of a Series:

In addition, the Enhanced Order permits a Series to disclose its advisory fees as last amendedfollows:

Shareholders of all the Series approved the ability for VIA to rely on January 1, 2014.  the Enhanced Order.

The SEC has issued a no-action letter that would permit a Series to apply the same relief in the First Order and the Enhanced Order with respect to any existing and future Partially-Owned Subadvisers, in addition to Unaffiliated Subadvisers and Wholly-owned Subadvisers, if approved by shareholders. This proposal seeks shareholders’ approval to apply this expanded relief to each Series.

If this proposal is approved by shareholders, VIA and the Trust generally intends to rely on the expanded relief under the no-action letter and to comply with its conditions which are summarized below. If, however, after this proposal is approved by shareholders the expanded relief is rescinded, VIA and the Trust intends to rely on the Enhanced Order and to comply with its conditions which are summarized below.

VIA and the Trust would be permitted, subject to certain conditions and with the approval of the Board, to do the following without obtaining prior approval from shareholders of a Series:

In addition, the expanded exemptive relief would permit a Series to disclose its advisory fees as follows (collectively, the “Aggregate Fee Disclosure”):

The hiring of, replacement of, or changing of a subadvisory agreement with, such Subadvisers would no longer require approval by shareholders of a Series. However, any subadvisory agreement or amendment to the 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.

Even if shareholders approve this arrangement, approval by the Board, including a majority of the Independent Trustees, who arewill still be required to engage a new Subadviser, terminate a Subadviser, or change any subadvisory agreement. For a Series to rely upon the expanded relief, it must comply with the conditions of the no-action letter as summarized below.

Before a Series may rely on the expanded relief, its use must be approved by a Majority Vote of the Series’ shareholders, and the Series must disclose in its prospectus that it relies on the expanded relief, and that the Adviser has the ultimate responsibility, subject to oversight by the Board, to oversee and recommend the hiring, termination and replacement of Subadvisers.

The Adviser will continue to have overall supervisory responsibility for the general management and investment of each Series’ assets. Subject to the Board’s review and approval, the Adviser will set the Series’ investment strategies; evaluate, select and recommend Subadvisers to the Series; and implement procedures reasonably designed to ensure subadvisers comply with the Series’ investment objective, policies and restrictions. The Adviser will also monitor and evaluate the performance of Subadvisers, and inform shareholders of the hiring of a new Subadviser within 90 days of such hiring. The Series may not, considered tohowever, enter into a new or amended subadvisory agreement with any Subadviser that results in an increase in the Series’ advisory fee without first receiving shareholder approval.

At least a majority of each Board will be “interested persons” (asIndependent Trustees at all times, and independent legal counsel, as defined in Rule 0-1(a)(6) under the 1940 Act)(Act, will be engaged to represent the “Independent Trustees”), last renewed the investment advisory agreement (the “Advisory Agreement”) between VIAIndependent Trustees. The selection and nomination of new or additional Independent Trustees, and the Trustselection of independent legal counsel, will be within the discretion of the then-existing Independent Trustees.

When a Subadviser is hired or terminated, the Adviser must provide the Board with information about the profitability of the Adviser with respect to the Series atSeries. In addition, when a meeting held on November 17-18, 2014.  Aberdeen Asset Management, Inc. (“Aberdeen”) was appointed as investment subadviser to the Series, pursuant to a subadvisory agreement dated November 5, 2010, between VIA and Aberdeen (the “Previous Subadvisory Agreement”).  

In the role of Adviser to the Series, VIASubadviser change 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 (the “Subadvisory Agreement”).  In connection with the recommendation to appoint the Subadviser pursuant to the Subadvisory Agreement, the Board of Trustees also determined to terminate 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 Previous Subadvisory Agreement, except for the subadviser, subadvisory fee, the effective date and term of the Agreement, and certain other immaterial exceptions.  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 VIA relating to the Series 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.

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 investmentsproposed 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 negligencereliance 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.

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 asexpanded relief, 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 wouldwill evaluate any material conflicts that may be subject to termination by VIA or the Subadviser upon 30 days’ written notice and would terminate automaticallypresent 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 provided by law.

Subadvisory Fee

Under the Subadvisory Agreement, VIA will pay a subadvisory fee to the Subadviser consisting of a monthly fee computed at the rate of 50% of the net advisory fee paid by the Series.  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 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:

As with the Previous Subadvisory Agreement, the Series does not pay the subadvisory fee under the Subadvisory Agreement.  The Advisory Agreement between the Trustarrangement 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 asmake a result of the subadvisory fees paid under the Subadvisory Agreement.  

INFORMATION ABOUT VIA

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

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 fundseparate finding that is managed similarly to the Series:

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.  

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, President; Francis G. Waltman, Executive Vice President; Michael A. Angerthal, Executive Vice President and Chief Financial Officer; Mark S. Flynn, Executive Vice 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 VIA or Euclid.

INFORMATION 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 Subadviser had approximately $5.4 billion of assets under management.  

The following individual will serve as portfolio manager of the Series under the Subadvisory Agreement:

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 Subadviser 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 the principal executive officers of the Subadviser at the Hartford address for the Subadviser listed above):  

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:

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(i) the change from Aberdeen to the Subadviser:

Under the Subadviser’s management, the principal risks of the Series would change. Preferred Stocks Risk would no longer be a principal risk, and 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 of Trustees requested and evaluated information provided by VIA and the Subadviser which, in the Board’s view, constituted information necessary for the Board to form a judgment as to whether entering into the Subadvisory Agreement with the Subadviser would be in the best interests of the Series and its shareholders.  shareholders, and (ii) the change does not involve a conflict of interest from which the Adviser or Subadviser receives an inappropriate advantage.

Lastly, if the SEC adopts a rule under the 1940 Act that provides substantially similar relief that the expanded relief provides, the expanded relief will expire on the effective date of that rule.

The Board considered allhas concluded that, by approving this proposal, shareholders will afford a Series the criteria separatelyopportunity to forego the costly expense of, and unnecessary delays associated with, respectproxy solicitations due to necessary Subadviser changes. Therefore, if shareholders approve this proposal, they could benefit from potential cost savings to the Series, as well as allowing VIA to act more quickly to change Subadvisers after it has determined that such a change would be in the best interest of 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:

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;

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 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 fees 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 included breakpoints based on assets under management, and that the contractual expense limitation would also remain in place.  The Board also took into account the current size of the Series, and noted that the Series may realize certain economies of scale if the assets of the Series 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 Subadviser’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 concluded that the proposed Subadvisory Agreement was favorable for shareholders because shareholders could benefit from management of the Series’ assets by the Euclid International Team at the Subadviser.

Required Vote

Approval of this Proposal requires the Subadvisory Agreement with the Subadviser requiresaffirmative vote of a majority vote of the outstanding voting securities of each Series, voting separately at the Series.Series-level with all of the Series’ share classes voting together. Under the 1940 Act, a majority of the 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 SeriesSeries’ outstanding voting securities.

securities (a “Majority Vote”). If thea Series’ shareholders do not approve this proposal, andthat Series would continue to rely on the new Subadvisory Agreement is not approved, theEnhanced Order.

The Trust’s Auditor

The Board of Trustees, including a majority of the Independent Trustees, has approved the selection of PricewaterhouseCoopers LLP (“PwC”) as the independent accountants for the Trust’s fiscal year. The Trust’s fiscal year end is December 31.

PwC has extensive experience in investment company accounting and auditing and has served as independent accountant for the Trust for many years. PwC examines the financial statements included in the Trust's Annual Reports. It is not expected that representatives of PwC will considerbe present at the optionsMeeting, 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 a Series’ independent accountants directly to the Series and (b) those permissible non-audit services provided by a Series’ independent accountants to the Series’ investment advisers and any entity controlling, controlled by or under common control with the investment advisers that provides ongoing services to the Series (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 Trust for the last two fiscal years was:

"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.

The Trust’s 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 Ms. McDaniel, Chair of the Audit Committee, may provide pre-approval for such services that meet the above requirements in the best interestsevent such approval is sought between regularly scheduled meetings. In any event, the Board is informed of shareholders.each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. During the last two fiscal years, 100% of the non-audit services provided to each 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 last completed fiscal year 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:

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 their 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.

SHARE OWNERSHIP INFORMATION

Phoenix Life Insurance Company (“PLIC”) and PHL Variable Insurance Company (“PHL Variable”) offer variable insurance and annuity products, and are control persons[Appendix E lists those shareholders who beneficially owned 5% or more of the Series.

PLIC (a New York insurance company) is a wholly-owned subsidiary of The Phoenix Companies, Inc. (“PNX”). PHL Variable (a Connecticut 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.

The following table sets forth information for each class ofoutstanding 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 the Series’ outstanding securities, as noted.Date.]

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.

PORTFOLIO TRANSACTIONS

The Trust doesSeries do 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 TrustSeries may receiveparticipate in brokerage commissions. The Trust doesSeries do not makeconduct portfolio transactions through affiliated brokers.

OTHER BUSINESS

The Board knowsof Trustees know of no other business to be brought before the Meeting. If other business should properly come before the meeting, the proxy holders will vote thereonthereupon 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 atfor inclusion in the proxy statement for any subsequent shareholder meeting of the Trust must be received by the Trust in care of the Trust’s Secretary at 100 Pearl Street, Hartford, CT 06103, within a reasonable period of time before the Trust solicits proxies for that meeting in order forprior to any such proposals to be considered for inclusion in the proxy materials for thatshareholder 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.

PLEASE PROVIDE VOTING INSTRUCTIONSVOTE BY LOGGING ON AT THE INTERNET ADDRESS PROVIDED ON YOUR VOTING INSTRUCTION FORM(S)PROXY CARD OR BY TELEPHONE BY CALLING THE TOLL-FREE NUMBER LOCATED ON YOUR VOTING INSTRUCTION FORM(S)PROXY CARD OR BY COMPLETING THE ENCLOSED VOTING INSTRUCTION FORM(S)PROXY CARD(S) AND RETURNING THE CARD(S) BY OCTOBER 27, 2015[                ], 2022 IN THE ENCLOSED SELF-ADDRESSED, POSTAGE-PAID ENVELOPE.

By order of the Board of Trustees

VIRTUS VARIABLE INSURANCE TRUST

Virtus International Series

SUBADVISORY AGREEMENT

_________, 2015

Euclid Advisors LLC

1540 Broadway

New York, NY 10036

Ladies and Gentlemen:

APPENDIX A

Virtus Variable Insurance Trust (the “Fund”VIRTUS FUNDS¹

(each, a “Fund” and together, the “Funds”) is an open-end investment company

GOVERNANCE AND NOMINATING

COMMITTEE CHARTER

Purpose

The purposes of the series type registered underGovernance and Nominating Committee (the “Committee”) are: (1) to identify individuals qualified to become members of the Board of Trustees² of the Funds (the “Board”) and to recommend that the Board select particular Trustee nominees; (2) to identify individuals qualified to become chairperson of the Board and to recommend that the Board select particular chairperson nominees; (3) to determine appropriate duties and membership of any Board committees; (4) to develop and recommend to the Board a set of governance principles applicable to the Funds; (5) to oversee annually the evaluation of the Board, this Committee and management of other committees of the Funds; and (6) to assist the Board in fulfilling its oversight responsibilities with respect to matters relating to the interests of the shareholders of each Fund.

Committee Composition

The Committee shall be composed of three (3) or more members of the Board, none of whom shall be an “interested person” (as such term is defined by section 2(a)(19) of the Investment Company Act of 1940, as amended (the “Act”“1940 Act”)) of the Funds (such non-interested members of the Board, the “Independent Trustees”), and is subject toone of whom shall be the rules and regulations promulgated thereunder.  The shareschairperson of the Fund are offered or mayBoard (provided that the chairperson of the Board is an Independent Trustee). One member of the Committee shall serve as Chairperson. The Committee Chairperson shall 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 managementleadership of the Series.Committee, including scheduling meetings, or reviewing and approving the schedule for them, preparing agendas or reviewing and approving them before meetings, presiding over meetings of the Committee and making reports to the Board, as appropriate. Once the Committee has been initially constituted, the Board shall from time to time receive from the Committee recommendations regarding membership and chairpersonship of the Committee and shall appoint the members of the Committee and the Committee chairperson after receiving such recommendations. Other Trustees of the Funds, while not serving as members of the Committee, nonetheless may have a role in the nominating process by identifying and recommending potential candidates to the Committee for its consideration, and by otherwise assisting the Committee in the discharge of its responsibilities. Committee members shall serve at the pleasure of the Board for such term or terms as the Board may determine.

Structure, Operations and Governance

Meetings and Actions by Written Consent. The Committee shall meet as often as required and as the Committee considers appropriate, but no less frequently than annually. Meetings may be called and notice given by the Committee chairperson or a majority of the members of the Committee. Members may attend meetings in person or by telephone. The Committee may act by written consent to the extent permitted by law and the Funds’ governing documents. The Committee shall maintain minutes or other

¹ The Virtus Funds include The Merger Fund^®, The Merger Fund^® VL, Virtus Event Opportunities Trust, Virtus Alternative Solutions Trust, Virtus Asset Trust, Virtus Equity Trust, Virtus Investment Trust, Virtus Opportunities Trust, Virtus Retirement Trust, Virtus Strategy Trust and Virtus Variable Insurance Trust, Virtus Global Multi-Sector Income Fund, Virtus Total Return Fund Inc., Virtus Stone Harbor Emerging Markets Income Fund, and Virtus Stone Harbor Emerging Markets Total Income Fund.

² Throughout this Charter, the term “Trustee” includes a Director of an investment company organized as a corporation.

records of its meetings and activities and report to the Board on any action it takes not later than the next following Board meeting.

Required Vote and Quorum. The affirmative vote of a majority of the voting members of the Committee participating in any meeting of the Committee is necessary for the adoption of any resolution. No resolution may be adopted unless at least a majority of the voting members are present at the meeting in person or by telephone.

Appropriate Resources and Authority. The Committee shall have the resources and authority to discharge its responsibilities, including the authority to retain special counsel and other advisers, experts or consultants, at the Funds’ expense, as it deems necessary or appropriate to carry out its duties and responsibilities. In addition, the Committee shall have direct access to such officers of, and service providers to, the Funds, including subadvisers of the Funds, as it deems desirable.

Review of Charter. The Committee shall review and assess the adequacy of this Charter as necessary and, where necessary, will recommend changes to the Board for its approval. The Board may amend this Charter at any time in response to recommendations from the Committee or on its own initiative.

Executive Sessions; Inviting Others. The Committee may meet privately and may invite non-members to attend such meetings. The Committee may meet, in executive session or otherwise, with representatives of the Funds’ investment adviser, subadvisers, principal underwriter or other principal service providers (and any affiliate thereof), including such parties’ internal legal counsel and/or compliance personnel, to discuss matters that relate to the areas for which the Committee has responsibility.

Specific Duties of the Committee

Board Nominations/Independence

³ Within subsections (d) and (e) of this section, the term “shareholder” shall be interchangeable with policyholder and contractholder as appropriate.

⁴ Terms such as “immediate family member” and “control” shall be interpreted in accordance with the federal securities laws.

It shall be in the Committee’s sole discretion whether to seek corrections of a deficient submission or to exclude a nominee from consideration.

Board Chairperson Nominations

Committee Nominations and Responsibilities

Fund Governance

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

Euclid Advisors LLC

100 Pearl Street, 8^th Floor

Hartford, CT 06103

Attn:  Jennifer Fromm

Telephone:  (860) 263-4790

Facsimile:  (860) 241-1005

E-mail:  jennifer.fromm@virtus.comOther Powers and Responsibilities

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 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”)Amended and Restated: April 8, 2022

APPENDIX B

SHARES OF THE SERIES OUTSTANDING ON THE RECORD DATE

APPENDIX C

COMPENSATION OF THE TRUSTEES FOR

THE LAST FISCAL YEAR

* Total 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.  period January 1, 2021 through December 31, 2021.

** Each Advisory Board Member joined effective February 1, 2021.

APPENDIX D

No party will be liable to another party for consequential damages under any provision of this Agreement.TRUSTEE/NOMINEE OWNERSHIP OF EQUITY SECURITIES

OF THE TRUST/FUNDS AS OF March 31, 2022

APPENDIX E

SHARE OWNERSHIP INFORMATION

[signature page follows]

FORM OF PROXY CARD

ACCEPTED:

EUCLID ADVISORS LLC

SCHEDULE A

OPERATIONAL PROCEDURES

In order to minimize operational problems, it will be necessary for a flow of information to be supplied by Subadviser to JPMorgan Chase Bank, N.A. (the "Custodian") and BNY Mellon Investment Servicing (US) Inc. (the “Sub-Accounting Agent”), for the Fund.

The Subadviser must furnish the Custodian and the Sub-Accounting Agent with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5 p.m. (Eastern Time) on the day of the trade each day the Fund is open for business.  When necessary, trade information for executed trades can be sent to the Sub-Accounting Agent on trade date +1 by 11:00 a.m. (Subadviser will be responsible for reimbursement to the Fund for any loss caused by the Subadviser’s failure to comply.)  The necessary information can be sent via facsimile machine or electronic delivery to the Custodian and by facsimile machine or batch files to the Sub-Accounting Agent.  Information provided to the Custodian and the Sub-Accounting Agent shall include the following:

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

SCHEDULE B

RECORDS TO BE MAINTAINED BY THE SUBADVISER

^*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.

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 net 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 be paid to the Subadviser, the net asset value of each fund shall be 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.

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:

SCHEDULE E

FORM OF SUB-CERTIFICATION

Representations in support of Investment Company Act Rule 30a-2 certifications of Form N-CSR and Form N-Q.

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:

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

I certify that to the best of my knowledge:

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

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

SCHEDULE F

DESIGNATED SERIES

Virtus International Series

EVERY CONTRACT OWNER’S VOTE IS IMPORTANT EASY VOTING OPTIONS: Please detach at perforation before mailing. VOTING INSTRUCTION CARD VIRTUS INTERNATIONAL SERIES VOTING INSTRUCTION CARD VIRTUS VARIABLE INSURANCE TRUST SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 28, 2015 INSURANCE COMPANY DROP IN The above-referenced insurance company (the “Company”) is using this Voting Instruction Card to solicit voting instructions from its contract owners who hold unit values in a separate account of the Company that invests in the Virtus Variable Insurance Trust (the “Trust”). The undersigned contract owner instructs the Company to vote, at the Special Meeting of Shareholders and at any adjournments or postponements thereof (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 receipt of the Virtus Variable Insurance Trust Notice of Special Meeting of Shareholders and Proxy Statement. 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 proposal. If you fail to return this Voting Instruction Card, the Company will vote all shares attributable to your account value in proportion to the timely voting instructions actually received from contract owners in the separate account. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1- 8 66 - 2 9 8- 8 47 6 Note: Please sign exactly as your name(s) appear(s) on this card. When signing as attorney, executor, administrator, trustee, guardian or as custodian for a minor, please sign your name and give your full title as such. If signing on behalf of a corporation, please sign the full corporate name and your name and indicate your title. If you are a partner signing for a partnership, please sign the partnership name, your name and indicate your title. Joint owners should each sign these instructions. Please sign, date and return. Signature and Title, if applicable Signature (if held jointly) Date VIR_27070_090315-VI 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 October 28, 2015 VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours

EVERY CONTRACT OWNER’S VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Virtus Variable Insurance Trust Shareholders Meeting to Be Held on October 28, 2015. Special Meeting:
The Notice and Proxy Statement for this meeting is available at https://www.proxy-direct.com/vir-27070 IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS VOTING INSTRUCTION CARD Please detach at perforation before mailing. The Board of Trustees recommends a vote “FOR” the following proposal. PLEASE MARK A BOX BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: FOR AGAINST ABSTAIN 1. To approve a Subadvisory Agreement between Virtus Investment Advisers, Inc. and Euclid Advisors LLC. 2. 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 VOTING INSTRUCTION CARD PROMPTLYwww.[         ].corn.

PROXY[Series Name]           PROXY

EVERY SHAREHOLDER’S VOTE IS IMPORTANT EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY VIRTUS INTERNATIONAL SERIES PROXY VIRTUS VARIABLE INSURANCE TRUST

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 28, 2015 [        ], 2022

THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES. The undersigned shareholdershareholder(s) of the [Series Name] (the "Series"), a series of Virtus Variable Insurance Trust (the "Trust"), revoking previous proxies, hereby appoints Jennifer S. Fromm, Ann Floodappoint(s) [    ], [         ] and Gina Palmieri and[     ], or any and eachone of them proxies of the undersigned,true and lawful attorneys with power of substitution of each, to each, for and in the name ofvote all shares which the undersigned is entitled to vote, and act upon all matters (unless and except as expressly limited below) at the Special Meeting of Shareholders of the TrustSeries to be held virtually at 10:00 a.m.the following website [         ] on [      ], 2022, at [      ] [a.]/[p.]m. Eastern Time, on October 28, 2015 at the offices of Virtus Investment Partners, Inc. at 100 Pearl Street, 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 postponementsadjournment thereof with respect to all shares ofas indicated on the Trust for whichreverse side. In their discretion, the undersigned is entitledproxy holders named above are authorized to vote or with respect to whichupon such other matters as may properly come before 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. meeting.

Receipt of the Notice of the Special Meeting and the accompanying Proxy Statement is hereby acknowledged. The shares represented

hereby will be voted as indicated or FOR the Proposal if no choice is indicated. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1- 8 00 - 3 3 7- 3 50 3 Note: Please sign exactly as your name(s) appear(s) on this card. When signing as attorney, executor, administrator, trustee, guardian or as custodian for a minor, please sign your name and give your full title as such. If signing on behalf of a corporation, please sign the full corporate name and your name and indicate your title. If you are a partner signing for a partnership, please sign the partnership name, your name and indicate your title. Joint owners should each sign these instructions. Please sign, date and return. Signature and Title, if applicable Signature (if held jointly) Date VIR_27070_090315 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 October 28, 2015 VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hoursproposals